/raid1/www/Hosts/bankrupt/TCR_Public/240610.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, June 10, 2024, Vol. 28, No. 161
Headlines
1011778 BC: Moody's Rates New $1BB Secured First Lien Notes 'Ba2'
1333 BAECHER LANE: Donna Hall Named Subchapter V Trustee
14 BURMA ROAD: Voluntary Chapter 11 Case Summary
17059 WANDERING: Taps Xtreme International Realty as Broker
388 ADOLPHUS: Seeks to Hire Norgaard O'Boyle as Attorney
5120 REALTY: Seeks to Hire Richard J. Kaufman as Special Counsel
572 SACKETT: Seeks to Hire Rachel S. Blumenfeld PLLC as Attorney
ACJK INC: Seeks to Hire Jacobs Law Group as Litigation Counsel
ADDISON OAKS: Seeks to Hire Baker & Associates as Attorney
AEGIS TOXICOLOGY: $300MM Bank Debt Trades at 20% Discount
AGAINST THE GRAIN: Seeks to Hire Cash Auctions as Appraiser
ALLEN MEDIA: $870MM Bank Debt Trades at 22% Discount
APL CARGO: Seeks to Hire Kroger Gardis & Regas as Legal Counsel
ARRAY MIDCO: $147MM Bank Debt Trades at 20% Discount
ARTIFICIAL INTELLIGENCE: Invests in Nightingale Security
ASHLAND CITY: Seeks to Hire Lefkovitz & Lefkovitz PLLC as Counsel
ASPIRA WOMEN'S: CFO Gets Additional Role, Salary Increase
ATLAS PURCHASER: $26MM Bank Debt Trades at 85% Discount
AUDACY CAPITAL: $770MM Bank Debt Trades at 48% Discount
AVALON MOBILE: Hires Dykema Gossett PLLC as Special Counsel
AVALON MOBILE: Seeks to Tap Kendall Law Group as Special Counsel
AVAYA INC: $810MM Bank Debt Trades at 17% Discount
AVENTIV TECHNOLOGIES: $1.04BB Bank Debt Trades at 18% Discount
AVINGER INC: Signs 10th Amendment to CRG Term Loan Agreement
AVISON YOUNG: $61.1MM Bank Debt Trades at 42% Discount
BAR EAST: Hires Trammell Love Law as Bankruptcy Counsel
BASIS TEXAS: Moody's Affirms 'Ba2' Rating on 2024 Education Bonds
BEARY GOOD: Hires Gleichenhaus Marchese & Weishaar as Counsel
BLUE RIBBON: $368MM Bank Debt Trades at 20% Discount
BRINK'S COMPANY: Fitch Assigns 'BB+' Rating on Sr. Unsecured Notes
BUTTERMILK PARK: S&P Affirms BB- (sf) Rating on Class E Notes
CADENCE BANK: Moody's Affirms 'Ba1(hyb)' Preferred Stock Rating
CASA SYSTEMS: Asset Sale Agreement with Vecima Terminated
CATHOLIC HEALTH SYSTEM, NY: S&P Affirms 'B-' Bond Rating
CHALLENGE MULTIFAMILY: Hires ANI Associates as Accountant
CHARITY PRIME: Seeks to Hire Anyama Law Firm as Bankruptcy Counsel
CLEAN AIR: Files Amendment to Disclosure Statement
CONGRUEX GROUP: $470MM Bank Debt Trades at 22% Discount
COPA LLC: Seeks to Hire Hendren Redwine & Malone as Legal Counsel
CORDIAL LOGISTICS: Seeks to Tap Sedosky & Associates as Accountant
COUPLE FORWARD: Kathleen O'Malley Named Subchapter V Trustee
CQENS TECHNOLOGIES: Posts $995,765 Net Loss in Q1 2024
CREAGER MERCANTILE: Mark Dennis Named Subchapter V Trustee
CROUSE HEALTH: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable
CSC HOLDINGS: $2.50BB Bank Debt Trades at 15% Discount
CUBIC CORP: $1.48BB Bank Debt Trades at 17% Discount
CUENTAS INC: Plans to Launch Global Roaming and Financial Services
CVR PARTNERS: Moody's Affirms 'B1' CFR, Outlook Remains Stable
CWI CHEROKEE: Asset Sale Proceeds to Fund Plan Payments
CYBERJIN LLC: Seeks to Hire Buddy D. Ford, P.A. as Attorney
DANLON INC: Hires Goe Forsythe & Hodges as Bankruptcy Counsel
DARE BIOSCIENCE: All Five Proposals Approved at Annual Meeting
DCG ACQUISITION: S&P Alters Outlook to Positive, Affirms 'B-' ICR
DELTA 3 SOLUTIONS: Seeks to Hire Feher Law as Bankruptcy Counsel
E.W. SCRIPPS: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
EAB GLOBAL: S&P Rates New $997.5MM First-Lien Term Loan 'B-'
EAST COAST WILDLIFE: Aaron Cohen Named Subchapter V Trustee
ENCORE CAPITAL: Fitch Rates USD500MM Secured Notes Due 2030 'BB+'
ENERGY TRANSFER: Fitch Rates Proposed Jr. Subordinated Notes 'BB+'
ENERGY TRANSFER: S&P Rates Junior Subordinated Notes 'BB+'
EOS US FINCO: $534.7MM Bank Debt Trades at 20% Discount
EVENTIDE CREDIT: Seeks to Extend Plan Exclusivity to Jan. 3, 2025
EVOFEM BIOSCIENCES: Reports Net Loss of $4.8MM in Q1 2024
EVOKE PHARMA: Regains Compliance With Nasdaq Equity Requirement
EXACTECH INC: $235MM Bank Debt Trades at 62% Discount
EXPEDITOR SYSTEMS: William Avellone Named Subchapter V Trustee
EYENOVIA INC: Reports Net Loss of $10.9MM in Q1 2024
FCG ACQUISITIONS: Moody's Cuts Rating on 1st Lien Loans to B3
FGV FRESNO: Seeks to Hire Ross Wolcott Teinert as Special Counsel
FIRST EAGLE: Moody's Affirms 'Ba2' CFR, Outlook Remains Negative
FORTRESS TRANSPO: Fitch Gives 'BB-(EXP)' Rating on $800MM Debt
FOUNTAIN VU: U.S. Trustee Unable to Appoint Committee
GGA REDDY FAMILY: Voluntary Chapter 11 Case Summary
GISOTI PLUMBING: Unsecureds Will Get 8% of Claims over 60 Months
GLOBAL ATLANTIC: Fitch Gives BB+ Rating on Jr. Sub. Notes Due 2054
GPS HOSPITALITY: Fitch Affirms 'CCC+' LongTerm IDR
GREENUP INDUSTRIES: Taps Jones Walker as Litigation Counsel
GRIFFIN GLOBAL: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
GRO-MOR PLANT: Hires Rottmund Cheek Hyle & Col as Accountant
GZ USA: Case Summary & 19 Unsecured Creditors
H&M II: Seth Albin of Summers Named Subchapter V Trustee
HORNBLOWER GROUP: Bankruptcy Court Confirms Reorganization Plan
HOWARD MIDSTREAM: Fitch Gives BB- Rating on New Unsecured Notes
HOWARD MIDSTREAM: Moody's Rates New Senior Unsecured Notes 'B2'
HOWARD MIDSTREAM: S&P Rates $500MM Senior Unsecured Notes 'B+'
HUBBARD RADIO: $206.9MM Bank Debt Trades at 19% Discount
INFINERA CORP: Michael Fernicola Exits CAO Role
INFINITE PROPERTIES: Hires Latham Luna Eden & Beaudine as Counsel
INNERLINE ENGINEERING: Fine-Tunes Plan Documents
INTELGENX TECH: Reports $4 Million Net Loss in Q1 2024
INTERAMERICA TITLE: Taps Andrews Myers as Litigation Counsel
INTERAMERICA TITLE: Taps De Lange & Hudspeth as Bankruptcy Counsel
INTRUSION INC: Reports Net Loss of $1.7MM in Q1 2024
IQSTEL INC: Announces $290 Million 2024 Annual Revenue Forecast
IVANTI SOFTWARE: $545MM Bank Debt Trades at 21% Discount
K9 CONSULTANTS: Case Summary & Four Unsecured Creditors
KAISER GYPSUM: SCOTUS Says Insurers Can Have Standing in Ch.11
KERRI WILSON: Seeks to Hire Collins Law PLLC as Legal Counsel
KIDKRAFT INC: Seeks to Hire Vinson & Elkins as Bankruptcy Counsel
KINGDOM CARE: Judy Wolf Weiker Named Subchapter V Trustee
KOHL'S CORP: Fitch Lowers LongTerm IDR to BB, Outlook Stable
KWIKCLICK INC: Posts $736,376 Net Loss in Q1 2024
LASERSHIP INC: $455MM Bank Debt Trades at 24% Discount
LAVIE CARE: Hires Kurtzman Carson Consultants as Claims Agent
LEGAL RECOVERY: Taps Law Offices of Leeds Disston as Legal Counsel
LUMEN TECHNOLOGIES: $1.63BB Bank Debt Trades at 31% Discount
LV OPPORTUNITY: Seeks to Hire Hunter Parker as Bankruptcy Counsel
MAGENTA BUYER: $750MM Bank Debt Trades at 67% Discount
MAVENIR SYSTEMS: $145MM Bank Debt Trades at 19% Discount
MAVENIR SYSTEMS: $585MM Bank Debt Trades at 19% Discount
MAVERICK GAMING: $217.4MM Bank Debt Trades at 28% Discount
MEDLINE BORROWER: Fitch Assigns BB(EXP) Rating on Sr. Secured Notes
MEGA SUNSET: Seeks to Tap CBRE Inc. as Real Estate Broker
MENO ENTERPRISES: Seeks to Hire Rountree Leitman as Attorney
MIDAS GOLD: Case Summary & 20 Largest Unsecured Creditors
MOTUS GI: Board Approves Company Liquidation and Dissolution
MPH ACQUISITION: $1.33BB Bank Debt Trades at 18% Discount
MSI HOLDING: Seeks to Hire Hogan Lovells as Special Counsel
MULLEN AUTOMOTIVE: Settles and Cancels Series C Preferred Shares
MYCOTOPIA THERAPIES: Posts $425,942 Net Loss in Q1 2024
NB CREST INVESTOR: Voluntary Chapter 11 Case Summary
NEWFOLD DIGITAL: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
NORTHFACE LEASE: Unsecureds Will Get 10% of Claims over 5 Years
NORTHWEST BIOTHERAPEUTICS: Grosses $3.25M From Stock Offering
NOVABAY PHARMACEUTICALS: Plan of Compliance Accepted by NYSE
NU STYLE LANDSCAPE: Seeks to Extend Plan Exclusivity to June 28
NUSTAR ENERGY: Fitch Hikes & Withdraws 'BB+' IDR, Outlook Stable
OCEAN POWER: Awarded Contract for Delivery of Unmanned Vehicle
ONDAS HOLDINGS: Reports Net Loss of $9.9MM in Q1 2024
ONEDIGITAL BORROWER: Moody's Affirms 'B3' CFR Amid Refinancing Deal
OPTIORX LLC: Case Summary & 30 Largest Unsecured Creditors
OREGON TOOL: $850MM Bank Debt Trades at 26% Discount
OVAINNOVATIONS LLC: Seeks to Hire Goosman Law Group as Counsel
PACE ROSEWOOD: Voluntary Chapter 11 Case Summary
PJ TRANS: Unsecured Creditors Will Get 10% of Claims over 5 Years
POLAR US BORROWER: $1.48BB Bank Debt Trades at 19% Discount
POWER TEAM: Seeks to Hire William E. Jamison as Legal Counsel
PRECISION-AIRE INC: Case Summary & 20 Largest Unsecured Creditors
PRECISIONOMICS LLC: Thomas Kapusta Named Subchapter V Trustee
PROCOM SERVICES: Hires BransonLaw PLLC as Bankruptcy Counsel
QUEST SOFTWARE: $2.81BB Bank Debt Trades at 24% Discount
QUEST SOFTWARE: $765MM Bank Debt Trades at 49% Discount
QURATE RETAIL: Fitch Affirms 'B' LongTerm IDR, Outlook Negative
REDSTONE HOLDCO 2: $450MM Bank Debt Trades at 41% Discount
RESTAURANT BRANDS: S&P Rates Proposed Senior Secured Notes 'BB+'
REVERB BUYER: $1.05BB Bank Debt Trades at 21% Discount
RICEBRAN TECHNOLOGIES: Raises $500,000 From Private Placement
RNF FIRE: Mark Sharf Named Subchapter V Trustee
ROBERT WYATT: Hires Condon Tobin Sladek as Bankruptcy Counsel
ROMANCE WRITERS: Taps Andrews Myers, P.C. as Bankruptcy Counsel
SAFEWAY CARRIERS: Hires Law Offices of David Freydin PC as Counsel
SAM ASH: Seeks to Hire Epiq as Administrative Advisor
SAM ASH: Taps A&G Realty Partners as Real Estate Consultant
SCHOFFSTALL FARM: Seeks to Hire NAI CIR as Real Estate Broker
SCHULTE INC: Taps Greenridge Financial as Financial Consultant
SHORT SERVICES: Case Summary & 12 Unsecured Creditors
SHUTTERFLY FINANCE: $968.9MM Bank Debt Trades at 13% Discount
SINCLAIR TELEVISION: $750MM Bank Debt Trades at 30% Discount
SIYATA MOBILE: Announces New Partnership with JD Telecom
SLEEP GALLERIA: Hires Mark M. Alavi & Company as Accountant
SMALLHOLD INC: Unsecureds to Get Share of GUC Recovery Pool
SMC ENTERTAINMENT: To Acquire 100% of ChainTrade's Trading Platform
SOILOGIC INC: Updates Unsecured Claims Pay Details
SOUTH HILLS: Hires Whiteford Taylor & Preston as Local Counsel
SOUTH HILLS: Seeks to Hire Omni Agent as Administrative Agent
SOUTH HILLS: Seeks to Tap Bass Berry & Sims as Bankruptcy Counsel
SOUTH HILLS: Taps Louis E. Robichaux of Ankura Consulting as CRO
SOUTHWEST MATTRESS: Case Summary & 20 Largest Unsecured Creditors
SOUTHWEST PUBLIC: S&P Lowers ICR to 'BB', Outlook Negative
SPECTRUM GROUP: $507MM Bank Debt Trades at 14% Discount
STERICYCLE INC: Fitch Puts 'BB' LongTerm IDR on Watch Positive
SUNRAMA INC: Seeks to Hire Michael L. Previto as Legal Counsel
SUNSTOCK INC: Reports Net Income of $1,380 in Q1 2024
SUPPLY SOURCE: Hires Kurtzman Carson as Administrative Advisor
SUPPLY SOURCE: Hires Potter Anderson & Corroon as Co-Counsel
SUPPLY SOURCE: Seeks to Hire Ordinary Course Professionals
SUPPLY SOURCE: Seeks to Tap McDermott Will & Emery as Co-Counsel
SUPPLY SOURCE: Taps Thomas Studebaker of Portage Point as CRO
SWF HOLDINGS I: $1.63BB Bank Debt Trades at 15% Discount
SYNAPSE FINANCIAL: Comm. Taps Boies Schiller/Saul Ewing as Counsel
TA PARTNERS: Taps Winthrop Golubow Hollander as Insolvency Counsel
TAGRISK LLC: Seeks to Extend Plan Exclusivity to December 16
TELEPHONE USA: Seeks to Extend Plan Exclusivity to Sept. 4
TELESAT LLC: $1.91BB Bank Debt Trades at 55% Discount
TELLURIAN INC: All Three Proposals Passed at Annual Meeting
THERAPY BRANDS: $95MM Bank Debt Trades at 28% Discount
TRANSDIGM INC: S&P Upgrades ICR to 'BB-' on Strengthening EBITDA
TREVENA INC: Posts $7.7MM Net Loss in Q1 2024
TRIUMPH GROUP: S&P Upgrades ICR to 'B-' on Improved Credit Metrics
TUPPERWARE BRANDS: Extends Forbearance Pact Milestone to June 22
UNIVERSAL-1 IMPORTS: Taps Zeisler & Zeisler as Special Counsel
UNIVERSITY OF ARTS: Fitch Lowers LongTerm IDR to 'C', Outlook Neg.
URGENTPOINT INC: Jami Nimeroff Named Subchapter V Trustee
VIANT MEDICAL: S&P Places 'B-' ICR on CreditWatch Negative
WATERVILLE REDEVELOPMENT: Taps Bopp & Guecia as Bankruptcy Counsel
WELLPATH HOLDINGS: $110MM Bank Debt Trades at 44% Discount
WESCO AIRCRAFT: Seeks to Extend Plan Exclusivity to September 23
WESTERN DENTAL: $490MM Bank Debt Trades at 28% Discount
WHITEHEAD ESTATES: Hires Kantrow Law Group as Bankruptcy Counsel
WISCONSIN & MILWAUKEE: Hires Allen & Associates as Appraiser
WISCONSIN & MILWAUKEE: Hires Eisner Advisory as Financial Advisor
WITMAN PENSION: Seeks to Hire Gamberg & Abrams as Legal Counsel
WOODBRIDGE PARTNERS: Hires Kelly Hart & Hallman LLP as Attorney
WOODBRIDGE PARTNERS: Taps Lain Faulkner & Co as Financial Advisor
WRANGLER HOLDCO: Moody's Rates New $500MM Sr. Unsecured Notes 'B3'
ZIONS BANCORPORATION: Moody's Affirms 'Ba1(hyb)' Pref. Stock Rating
[^] BOND PRICING: For the Week from June 3 to 7, 2024
*********
1011778 BC: Moody's Rates New $1BB Secured First Lien Notes 'Ba2'
-----------------------------------------------------------------
Moody's Ratings assigned a Ba2 rating to 1011778 B.C. Unlimited
Liability Company's ("1011778 B.C." dba Restaurant Brands
International Inc. or "RBI") proposed $1.0 billion senior secured
first lien global notes offering due 2029. All other ratings of
1011778 B.C. remain unchanged including the company's Ba3 corporate
family rating, Ba3-PD probability of default rating, Ba2 senior
secured first lien bank credit facilities ratings, Ba2 senior
secured first lien global notes ratings, and B2 senior secured
second lien global notes ratings. 1011778 B.C.'s SGL-1 speculative
grade liquidity rating (SGL) also remains unchanged. The stable
outlook remains unchanged.
Proceeds of the proposed notes will be used to refinance a portion
of its outstanding senior secured first lien term loan due 2030.
When coupled by a proposed repricing of its senior secured first
lien term loan due 2030, the transactions are credit positive
because they will reduce RBI's overall interest cost.
RATINGS RATIONALE
RBI's Ba3 CFR benefits from its brand recognition, significant
scale in terms of global systemwide units and portfolio of
restaurant concepts, including Burger King, Popeyes, Tim Hortons
and Firehouse Subs. Despite the May 16, 2024 acquisition of Carrols
Restaurant Group, Inc. ("Carrols"), it largest operator with 1,023
Burger King and 59 Popeyes restaurants across 23 states in the
Northeast, Midwest, South and Southeast regions of the US as of
March 31, 2024, RBI's business model remains largely franchised
focused, which provides more stability to earnings and cash flow,
than peers who operate large numbers of restaurants. In addition,
RBI's diversified day part and food offerings and very good
liquidity also support the rating. RBI's rating is constrained by
its high leverage and modest retained cash flow to debt, although
with improvement expected over the very near term through earnings
growth and debt reduction, as well as the need to continue to
execute its Reclaim the Flame plan to improve the overall health of
its Burger King system.
The stable outlook reflects Moody's expectation that RBI will
maintain steady improvement in operating performance by profitably
growing the breadth, depth and reach of its global restaurant base.
The outlook also anticipates that the company follows a balanced
financial policy toward dividends and debt reduction, with a focus
on materially improving leverage such that it is sustained below
Moody's downward rating factor while maintaining very good
liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Ratings could be downgraded should there be any deterioration in
performance or liquidity, or more aggressive financial policies
that lead to Moody's-adjusted debt/EBITDA remaining above 5.75x or
EBIT to interest sustained under 2.5x.
Ratings could be upgraded should there be a sustained strengthening
of credit metrics through both earnings growth and material debt
reduction, with Moody's-adjusted debt/EBITDA maintained below 5.0x
and EBIT/interest maintained above 3.0x. A higher rating would also
require the company's commitment to preserving credit metrics at
these levels at all times, and to maintaining very good liquidity
including solid positive free cash flow.
1011778 B.C. Unlimited Liability Company is the debt issuing
subsidiary of parent company, Restaurant Brands International Inc.,
which owns, operates and franchises about 31,113 restaurants
globally under the Burger King, Tim Hortons, Popeyes and Firehouse
Subs brands. Revenue approached $6 billion for the twelve month
period ended March 31, 2024 (excluding advertising revenue),
although systemwide sales are over $43.5 billion. 3G Restaurant
Brands Holdings LP, owns approximately 27% of the combined voting
power with respect to Restaurant Brands International Inc. (RBI)
and is affiliated with private investment firm 3G Capital Partners,
Ltd.
The principal methodology used in this rating was Restaurants
published in August 2021.
1333 BAECHER LANE: Donna Hall Named Subchapter V Trustee
--------------------------------------------------------
The Acting U.S. Trustee for Region 4 appointed Donna Hall of
Goodman Allen Donnelly as Subchapter V trustee for 1333 Baecher
Lane VA, LLC.
Ms. Hall will be paid an hourly fee of $325 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Hall declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Donna J. Hall
Goodman | Allen | Donnelly
Towne Point Center
150 Boush Street, Suite 900
Norfolk, Virginia 23510
Phone: (757) 625-1400
Email: dhall@goodmanallen.com
About 1333 Baecher Lane VA
About 1333 Baecher Lane VA, LLC sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No.
24-71088) on May 20, 2024, with $500,001 to $1 million in assets
and $100,001 to $500,000 in liabilities.
Kevin A. Lake, Esq., at Mcdonald, Sutton & Duval, PLC represents
the Debtor as counsel.
14 BURMA ROAD: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 14 Burma Road Associates
7 Selmar Terrace
East Hanover NJ 07936
Business Description: The Debtor is the owner of an industrial
condo located at 100 Middlesex Avenue, Unit
3, Carteret, NJ 07008 having an appraised
value of $20 million.
Chapter 11 Petition Date: June 7, 2024
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 24-15799
Debtor's Counsel: Shmuel Klein, sq.
BLEICHMAN KLEIN
113 Cedarhill Ave
Mahwah NJ 07430
Tel: (845) 425-2510
Fax: (845) 425-7362
Email: BleichmanKlein@gmail.com
Total Assets: $21,910,050
Total Liabilities: $3,176,042
The petition was signed by Henry Chiu as partner.
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/SYSRREQ/14_Burma_Road_Associates__njbke-24-15799__0001.0.pdf?mcid=tGE4TAMA
17059 WANDERING: Taps Xtreme International Realty as Broker
-----------------------------------------------------------
17059 Wandering Wave LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire Aneika Crespo
and the firm of Xtreme International Realty as its broker.
The broker will market and sell the Debtor's Real Property located
at 17059 Wandering Wave Avenue, Boca Raton, Fl 33496 at a
commission equal to 3 percent of the gross selling price.
The firm will render these services:
(a) implement a successful marketing strategy;
(b) prepare marketing materials;
(c) stage the Real Property for showing;
(d) negotiate a cash sale with a substantial deposit; and
(e) assist to close the transaction.
Xtreme International Realty is a disinterested person as defined
within Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Aneika Crespo
Xtreme International Realty
11386 W State Road 84
Davie, FL, 33325
Mobile: (786) 515-7156
About 17059 Wandering Wave LLC
17059 Wandering Wave LLC is a Single Asset Real Estate as defined
in 11 U.S.C. Section 101(51B). The Debtor is the owner of a real
property located at 17059 Wandering Wave Ave, Boca Raton, FL valued
at $2.35 million.
17059 Wandering Wave LLC filed its volutary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
24-15073) on May 23, 2024, listing $2,350,005 in assets and
$2,022,636 in liabilities. The petition was signed by Ivan
Hyppolite as managing member.
Judge Erik P. Kimball presides over the case.
Susan D Lasky, Esq. at SUSAN D. LASKY, PA serves as the Debtor's
counsel.
388 ADOLPHUS: Seeks to Hire Norgaard O'Boyle as Attorney
--------------------------------------------------------
388 Adolphus Ave seeks approval from the U.S. Bankruptcy Court for
the District of New Jersey to hire Norgaard O'Boyle & Hannon as its
attorney.
The firm will render these services:
-- represent the Debtor in the Chapter 11 bankruptcy
proceedings; and
-- assist in the preparation of the petition, schedules,
reports, motions, and the Plan of Confirmation.
Norgaard O'Boyle will be paid at these hourly rates:
Partner $375 to $500
Associate $275 to $325
Law Clerks $175
Paralegals $150
Adminstrative Assistants $90
Norgaard O'Boyle will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Brian Hannon, a partner of Norgaard O'Boyle & Hannon, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Norgaard O'Boyle can be reached at:
Brian G. Hannon, Esq.
NORGAARD O'BOYLE & HANNON
184 Grand Avenue
Englewood, NJ 07631
Tel: (201) 871-1333
E-mail: bhannon@norgaardfirm.com
About 388 Adolphus Ave
388 Adolphus Ave is a Single Asset Real Estate debtor (as defined
in 11 U.S.C. Section 101(51B)). The Debtor is the fee simple owner
of the real property located at 338 Adolphus Avenue, Cliffside
Park, NJ 07010 valued at $1,595,000.
388 Adolphus Ave filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 24-15537)
on May 31, 2024, listing $1,595,000 in assets and $1,478,000 in
liabilities. The petition was signed by Manuel D'Ippolito as
managing member.
Brian G. Hannon, Esq. at NORGAARD OBOYLE HANNON represents the
Debtor as counsel.
5120 REALTY: Seeks to Hire Richard J. Kaufman as Special Counsel
----------------------------------------------------------------
5120 Realty Corp. filed an amended application seeking approval
from the U.S. Bankruptcy Court for the Eastern District of New York
to employ the Law Offices of Richard J. Kaufman as special counsel
to continue the prosecution of a pending appeal.
Prior to the Petition Date, the Supreme Court of New York, County
of Brooklyn, issued a judgment of foreclosure and sale in the case
styled BP3 Capital LLC v. 5120 Realty Corp., et al, bearing Index
No. 516846/2021. Thereafter, the Debtor timely commenced and has
perfected its appeal of the judgment of foreclosure and that appeal
is current sub judice before the Appellate Division, 2d Department.
The attorneys will be paid at an hourly rate of $425 and paralegal
at $200 per hour.
In addition, the attorneys will be reimbursed for expenses
incurred.
The attorneys disclosed in court filings that they are
"disinterested persons" as the term is defined in Section 101(14)
of the Bankruptcy Code.
The attorneys can be reached at:
Richard J. Kaufman, Esq.
Law Offices of Richard J. Kaufman
646 Main St.
Port Jefferson, NY 11777
Phone: (631) 331-0950
About 5120 Realty Corp.
5120 Realty Corp. is a Single Asset Real Estate debtor (as defined
in 11 U.S.C. Section 101(51B)). The Debtor is the owner of a real
property located at 5118-5124 4th Avenue, Brooklyn, New York valued
at $7 million.
5120 Realty Corp. in Brooklyn, NY, filed its voluntary petition for
Chapter 11 protection (Bankr. E.D.N.Y. Case No. 24-41259) on March
22, 2024, listing $7,049,127 in assets and $5,804,864 in
liabilities. Hui Zhen Kuang as vice president, signed the
petition.
Judge Elizabeth S Stong oversees the case.
THE KANTROW LAW GROUP, PLLC serve as the Debtor's legal counsel.
572 SACKETT: Seeks to Hire Rachel S. Blumenfeld PLLC as Attorney
----------------------------------------------------------------
572 Sackett Corp. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to hire the Law Office of Rachel
S. Blumenfeld PLLC as its attorney.
The firm will provide these services:
a. give advice to the Debtor with respect to its powers and
duties as Debtor-in-Possession and the continued management of its
property and affairs.
b. negotiate with creditors of the Debtor and work out a plan
of reorganization and take the necessary legal steps in order to
effectuate such a plan including, if need be, negotiations with
creditors and other parties in interest;
c. prepare on behalf of the Debtor all necessary schedules,
application, motions, answers, orders, reports, and other legal
papers required for the Debtor that seek protection from its
creditors under Chapter 11 of the Bankruptcy Code;
d. appear before the Bankruptcy Court to protect the interest
of the Debtor and to represent the Debtor in all matters pending
before the Court;
e. represent the Debtor, if need be, in connection with
obtaining post petition financing;
f. take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of reorganization;
and
g. perform all other legal services of the Debtor which may be
necessary for the preservation of the Debtor's estate and to
promote the best interest of the Debtor, its creditors and its
estate.
The firm will be paid at these rates:
Rachel S. Blumenfeld, Esq. $525 per hour
Of counsel $450 per hour
Paraprofessional $150 per hour
The firm received a retainer from Annmarie Delmonaco Hagerman in
the sum of $33,476.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Rachel S. Blumenfeld, Esq., a partner at Law Office of Rachel S.
Blumenfeld PLLC, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached at:
Rachel S. Blumenfeld, Esq.
The Law Office of Rachel S. Blumenfeld PLLC
26 Court Street, Suite 2220
Brooklyn, NY 11242
Tel: (718) 858-9600
Fax: (718) 858-9601
About 572 Sackett Corp.
572 Sackett Corp. owns real property located at 572 Sackett Street,
Brooklyn, New York.
572 Sackett Corp. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-43727) on October 15,
2023. In the petition filed by Steven L. Hagerman, as owner, the
Debtor reports zero assets and total liabilities of $4,800,000.
The Debtor is represented by Rachel S. Blumenfeld, Esq. at Law
Office of Rachel S. Blumenfeld.
ACJK INC: Seeks to Hire Jacobs Law Group as Litigation Counsel
--------------------------------------------------------------
ACJK, Inc. filed an amended application seeking approval from the
U.S. Bankruptcy Court for the Southern District of Illinois to
employ Jacobs Law Group, PC as special counsel.
The Debtor requires a special counsel to represent it in litigation
seeking damages from Optum, RX and as successor to Catamaran
Corporation.
Mark Cuker, Esq., an attorney at Jacobs Law Group, received a
retainer of $800 from the Debtor. He also agreed to accept 33 1/3%
of any damages recovered in the said lawsuit.
The Debtor seeks Court approval of the additional terms and
conditions, including (a) a $30,000 retainer to secure payment of
fees and/or costs, with Cuker to advance additional costs as
necessary, (b) a contingent fee of 33 1/3 percent of gross proceeds
recovered, (c) an hourly contingent attorney fee of $400 (reduced
from $650), and (d) an option to withdraw from the agreement before
commencing an action against the PBMs if, after incurring up to
$5,000 of fees and/or costs, Cuker determines that the cause of
action is not worth pursuing.
Mr. Cuker 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:
Mark Cuker, Esq.
Jacobs Law Group, PC
One Logan Square
130 N. 18th Street, Suite 1200
Philadelphia, PA 19103
Telephone: (267) 715-9727
Facsimile: (215) 569-9788
About ACJK Inc.
ACJK Inc. d/b/a Medicap Pharmacy is a local pharmacy that offers
services such as immunizations, medication therapy management,
multi-dose packaging, medication synchronization, important health
screenings, and expert care. On the Web:
https://granitecity.medicap.com/
ACJK Inc. filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ill. Case No. 23-30045) on January 30,
2023. In the petition filed by Mark Allen, manager, the Debtor
reported assets and liabilities between $1 million and $10 million
each.
The case is overseen by Honorable Bankruptcy Judge Laura K.
Grandy.
The Debtor tapped Michael J Benson, Esq., at A Bankruptcy Law Firm,
LLC as bankruptcy counsel and Mark Cuker, Esq., at Jacobs Law
Group, PC as litigation counsel.
ADDISON OAKS: Seeks to Hire Baker & Associates as Attorney
----------------------------------------------------------
Addison Oaks Holdings, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire Baker & Associates
as its attorneys.
The firm's services include:
(a) analyze the financial situation, and render advice and
assistance to the Debtor;
(b) advise the Debtor with respect to its duties;
(c) prepare and file all appropriate legal papers;
(d) represent the Debtor at the first meeting of creditors and
such other services as may be required during the course of the
bankruptcy proceedings;
(e) represent the Debtor in all proceedings before the court
and in any other judicial or administrative proceeding where its
rights may be litigated or otherwise affected;
(f) prepare and file a Disclosure Statement (if required) and
Chapter 11 Plan of Reorganization; and
(g) assist the Debtor in any matters relating to or arising out
of the captioned case.
The firm received a retainer in the amount of $5,000. Baker applied
$1,738 of such amount for filing fees and other amounts for
pre-petition fees and expenses.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Reese Baker, Esq., a partner at Baker & Associates, 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:
Reese W. Baker, Esq.
Baker & Associates
950 Echo Lane Ste. 300
Houston, TX 77024
Telephone: (713) 869-9200
Facsimile: (713) 869-9100
About Addison Oaks Holdings, LLC
Addison Oaks Holdings, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No.
24-80128) on May 7, 2024, listing $1 million to $10 million in both
assets and liabilities. The petition was signed by Allyson
Pritchett as manager.
Reese W Baker, Esq. at Baker & Associates represents the Debtor as
counsel.
AEGIS TOXICOLOGY: $300MM Bank Debt Trades at 20% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Aegis Toxicology
Sciences Corp is a borrower were trading in the secondary market
around 80 cents-on-the-dollar during the week ended Friday, June 7,
2024, according to Bloomberg's Evaluated Pricing service data.
The $300 million Term loan facility is scheduled to mature on May
9, 2025. About $282.8 million of the loan is withdrawn and
outstanding.
Aegis Toxicology Sciences Corporation, headquartered in Nashville,
TN, is a specialty toxicology laboratory providing services to the
healthcare, sports, workplace and biopharma industries. Aegis
Toxicology Sciences Corporation is privately-owned by affiliates of
financial sponsor ABRY Partners II, LLC (ABRY). Aegis Toxicology
Sciences Corporation generated revenue of approximately $360
million in the last twelve months to March 31, 2023.
AGAINST THE GRAIN: Seeks to Hire Cash Auctions as Appraiser
-----------------------------------------------------------
Against the Grain Holdings LLC, and its affiliate seek approval
from the U.S. Bankruptcy Court for the Western District of New York
to employ Eric Monahan and Cash Auctions (Monahan Real Estate &
Development LLC) as appraiser.
The firm will provide appraisals for the Debtor's real personal
property removed from the Black Rock location and for the assets of
Downtown for purposes of developing a Chapter 11 plan.
The fee for the Black Rock appraisal is $200, and the fee for the
Downtown appraisal is $200.
The firm can be reached through:
Eric Monahan
Cash Auctions
Monahan Real Estate &
Development LLC
210 Sawyer Avenue
Tonawanda, NY 14150
Telephone: (716) 354-1892
About Against the Grain Holdings LLC
Against the Grain Holdings, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. W.D. N.Y. Case No.
24-10151) on February 15, 2024, with up to $50,000 in assets and up
to $1 million in liabilities. Andrew R. Piechowicz, managing
member, signed the petition.
Judge Carl L. Bucki oversees the case.
James C. Thoman, Esq., at Hodgson Russ, LLP, represents the Debtor
as legal counsel.
ALLEN MEDIA: $870MM Bank Debt Trades at 22% Discount
----------------------------------------------------
Participations in a syndicated loan under which Allen Media LLC is
a borrower were trading in the secondary market around 77.8
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $870 million Term loan facility is scheduled to mature on
February 10, 2027. The amount is fully drawn and outstanding.
Allen Media LLC operates as a media company. The Company
specializes in video production, photography, senior pictures,
business portraits, graphic design work, photo editing, and
screenplay analysis services.
APL CARGO: Seeks to Hire Kroger Gardis & Regas as Legal Counsel
---------------------------------------------------------------
APL Cargo, Inc., Indy National Leasing LLC, and Ecosmart Trucks,
Inc. seek approval from the U.S. Bankruptcy Court for the Northern
District of Indiana to hire Kroger Gardis & Regas, LLP as their
counsel.
The firm's services include:
a) prepare filings and applications and conducting
examinations necessary to the administration of this matter;
b) advice regarding Debtors' rights, duties, and obligations
as debtor-in-possession;
c) perform legal services associated with and necessary to the
day-to-day operations of the business;
d) negotiate, prepare, confirm, and consume a plan of
reorganization; and
e) take any and all other necessary action incident to the
proper preservation and administration of the estate in the conduct
of Debtor's business.
The firm will be paid at these hourly rates:
Weston E. Overturf, Partner $425
Anthony T. Carreri, Associate $360
Jason T. Mizzell, Associate $360
Deidre Gastenveld, Paralegal $195
As disclosed in court filings, Kroger, Gardis & Regas does not
represent interests adverse to the Debtor or the bankruptcy estate
in the matters upon which it is to be engaged.
The firm can be reached through:
Weston E. Overturf, Esq.
Anthony T. Carreri, Esq.
KROGER GARDIS & REGAS, LLP
111 Monument Cir # 900
Indianapolis, IN 46204
Phone: (317) 777-7439
Email: woverturf@kgrlaw.com
About APL Cargo Inc.
APL Cargo Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ind. Case No. 24-40136) on May 13,
2024. In the petition signed by Stefan Trifan, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Weston E. Overturf, Esq., at Kroger, Gardis & Regas, LLP,
represents the Debtor as legal counsel.
ARRAY MIDCO: $147MM Bank Debt Trades at 20% Discount
----------------------------------------------------
Participations in a syndicated loan under which Array Midco Corp is
a borrower were trading in the secondary market around 80.5
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $147 million Payment- in-kind Term loan facility is scheduled
to mature on September 17, 2026. The amount is fully drawn and
outstanding.
Array Canada Marketing Inc., headquartered in Toronto, Ontario, is
a designer, manufacturer and distributor of retail merchandising
displays and fixtures for mass market and high-end cosmetics brands
and retailers. The company has operations in North America, Europe
and Asia.
ARTIFICIAL INTELLIGENCE: Invests in Nightingale Security
--------------------------------------------------------
Artificial Intelligence Technology Solutions, Inc., announced June
4, 2024, a strategic investment in Nightingale Security Inc., an
autonomous aerial (drone) security systems company. This
investment follows a partnership announced in May, enhancing the
commitment to delivering cutting-edge security solutions.
The Company noted that the undisclosed financial investment was via
a convertible note. A convertible note is a type of short-term
debt that converts into equity, typically in conjunction with a
future financing round. This investment structure provides AITX
with the flexibility to support Nightingale Security's growth while
potentially benefiting from future equity appreciation. By using a
convertible note, AITX is able to make a strategic investment
without immediately diluting its equity stake, aligning the
interests of both companies and allowing for shared growth and
success in the evolving security market.
Steve Reinharz, CEO/CTO of AITX and RAD, stated, "Our investment in
Nightingale Security enhances our technological capabilities and
market reach. Integrating RAD's ground-based robots with
Nightingale's drones creates a robust security ecosystem for
challenging environments."
Jack Wu, CEO of Nightingale Security, added, "This partnership
pushes integrated autonomous devices to deliver autonomous
security, providing cost reduction, more capabilities, and
unmatched situational awareness via the ability to rapidly respond
with the Nightingale autonomous drone."
The integration of RAD's RIO with Nightingale's drones will enable
seamless detection, surveillance, and response, offering low-cost,
efficient security for large, remote areas. This combined solution
will provide clients with the ability to "Detect, Respond, and
Verify."
Mark Folmer, CPP, PSP, FSyI, President of RAD, commented, "We are
excited to deepen our collaboration with Nightingale. This
partnership offers our clients an intelligent security solution
combining stationary and aerial capabilities, setting new industry
standards."
This strategic investment emphasizes AITX's proactive approach to
leveraging emerging technologies in security. The companies aim to
advance AI-powered security solutions and reinforce their
leadership in the field.
Both companies are committed to a long-term vision, with typically
three-year Robotics-as-a-Service (RaaS) contracts underscoring
their dedication to providing sustained, innovative security
solutions worldwide. The partnership highlights the significant
impact and growth potential of autonomous security solutions,
aiming to redefine security standards globally.
About Artificial Intelligence Technology
Headquartered in Ferndale, Mich., Artificial Intelligence
Technology Solutions Inc. is an innovator in the delivery of
artificial intelligence-based solutions that empower organizations
to gain new insight, solve complex challenges and fuel new business
ideas. Through its next-generation robotic product offerings,
AITX's RAD, RAD-R, RAD-M and RAD-G companies help organizations
streamline operations, increase ROI, and strengthen business. AITX
technology improves the simplicity and economics of patrolling and
guard services and allows experienced personnel to focus on more
strategic tasks. Customers augment the capabilities of existing
staff and gain higher levels of situational awareness, all at
drastically reduced cost. AITX solutions are well suited for use in
multiple industries such as enterprises, government,
transportation, critical infrastructure, education, and
healthcare.
Deer Park, Illinois-based L J Soldinger Associates, LLC, the
Company's auditor since 2019, issued a "going concern"
qualification in its report dated May 9, 2024, citing that the
Company had a net loss of approximately $20.7 million, an
accumulated deficit of approximately $133.0 million and
stockholders' deficit of approximately $40.2 million as of and for
the year ended Feb. 29, 2024, which raises substantial doubt about
its ability to continue as a going concern.
ASHLAND CITY: Seeks to Hire Lefkovitz & Lefkovitz PLLC as Counsel
-----------------------------------------------------------------
Ashland City Properties, LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Tennessee to hire
Lefkovitz & Lefkovitz, PLLC as counsel.
The firm will render these services:
(a) advise the Debtor of its rights, duties, and powers;
(b) prepare and file legal documents;
(c) represent the Debtor at all hearings, meetings of
creditors, conferences, trials, and any other proceedings in this
case; and
(d) perform such other legal services as may be necessary in
connection with this case.
The firm will be paid at these rates:
Steven L. Lefkovitz, Attorney $600 per hour
Jay R. Lefkovitz, Attorney $450 per hour
Michelle L. Spezia, Attorney $450 per hour
Paralegals $125 per hour
The firm received an initial retainer fee of $7,500 from the
Debtor.
Jay Lefkovitz, Esq., a partner at Lefkovitz & Lefkovitz, PLLC
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Jay R. Lefkovitz, Esq.
Lefkovitz & Lefkovitz, PLLC
908 Harpeth Valley Place
Nashville, TN 37221
Telephone: (615) 256-8300
Facsimile: (615) 255-4516
Email: jlefkovitz@lefkovitz.com
About Ashland City Properties, LLC
Ashland City Properties owns 22 acres of unimproved land in
Pleasant View, TN valued at $6 million.
Ashland City Properties, LLC filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr M.D. Tenn.
Case No. 24-01798) on May 19, 2024, listing $7,030,750 in assets
and $1,260,000 in liabilities. The petition was signed by Sabin
Ewing as chief manager.
Jay R. Lefkovitz, Esq. of LEFKOVITZ & LEFKOVITZ represents the
Debtor as counsel.
ASPIRA WOMEN'S: CFO Gets Additional Role, Salary Increase
---------------------------------------------------------
Aspira Women's Health Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on June 6, 2024, it entered
into a second amendment to its employment agreement with Torsten
Hombeck, the Company's chief financial officer. The Second
Amendment is effective as of June 1, 2024.
Pursuant to the terms of the Second Amendment, Dr. Hombeck was
appointed as the Company's Corporate Secretary and his annual base
salary was increased to $375,000 from $325,000 as of June 1, 2024.
About Aspira Women's Health
Formerly known as Vermillion, Inc., Aspira Women's Health Inc. --
http://www.aspirawh.com-- is dedicated to the discovery,
development, and commercialization of noninvasive, AI-powered tests
to aid in the diagnosis of gynecologic diseases. OvaWatch and
Ova1Plus are offered to clinicians as OvaSuiteSM. Together, they
provide the only comprehensive portfolio of blood tests to aid in
the detection of ovarian cancer for the 1.2+ million American women
diagnosed with an adnexal mass each year. OvaWatch provides a
negative predictive value of 99% and is used to assess ovarian
cancer risk for women where initial clinical assessment indicates
the mass is indeterminate or benign, and thus surgery may be
premature or unnecessary. Ova1Plus is a reflex process of two
FDA-cleared tests, Ova1 and Overa, to assess the risk of ovarian
malignancy in women planned for surgery.
Boston, Massachusetts-based BDO USA, P.C., the Company's auditor
since 2012, issued a "going concern" qualification in its report
dated March 29, 2024, citing that Company has suffered recurring
losses from operations and expects to continue to incur substantial
losses in the future, which raise substantial doubt about its
ability to continue as a going concern.
ATLAS PURCHASER: $26MM Bank Debt Trades at 85% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Atlas Purchaser Inc
is a borrower were trading in the secondary market around 15.4
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $26 million Term loan facility is scheduled to mature on May
18, 2028.
Atlas Purchaser, Inc., which does business as Alvaria, Inc.,
acquired the assets of Aspect Software in a leveraged buyout in
2021. Aspect is a provider of call center software and solution.
AUDACY CAPITAL: $770MM Bank Debt Trades at 48% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Audacy Capital Corp
is a borrower were trading in the secondary market around 51.8
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $770 million Term loan facility is scheduled to mature on
November 18, 2024. About $630.5 million of the loan is withdrawn
and outstanding.
About Audacy Inc.
Audacy Inc. is a multi-platform audio content and entertainment
company with the country's best collection of local music, news and
sports brands, a premium podcast creator, major event producer and
digital innovator.
Audacy Inc. and its affiliates sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
24-90004) on Jan. 7, 2024, with $2,788,943,000 in assets and
$2,662,320,000 in liabilities. Richard J. Schmaeling, executive
vice president & chief financial officer, signed the petitions.
Judge Christopher M. Lopez oversees the case.
LATHAM & WATKINS LLP and PORTER HEDGES LLP are the Debtors' legal
counsel. PJT Partners is acting as investment banker and FTI
Consulting is acting as financial advisor to the Debtors.
Greenhill & Co., LLC is acting as financial advisor and Gibson,
Dunn & Crutcher LLP is acting as legal counsel to the DIP financing
lenders and the ad hoc group of first lien debtholders.
Evercore Group, LLC is acting as financial advisor and Akin Gump
Strauss Hauer & Feld is acting as legal counsel to the ad hoc group
of second lien debtholders.
* * *
On Feb. 20, 2024, the Bankruptcy Court approved the Company's Plan
of Reorganization. Under the approved Plan, Audacy will equitize
approximately $1.6 billion of funded debt, a reduction of 80% from
approximately $1.9 billion to approximately $350 million. Trade and
other unsecured creditors will not be impaired.
AVALON MOBILE: Hires Dykema Gossett PLLC as Special Counsel
-----------------------------------------------------------
Avalon Mobile Home Park Partnership LLLP seeks approval from the
U.S. Bankruptcy Court for the Northern District of Georgia to
employ Dykema Gossett, PLLC as special counsel.
Dykema will represent the Debtor with the appeal of a judgement
against the Debtor in State Court of Clayton County, Georgia in the
case of Ramirez, et al. v. Avalon Mobile Home Park Partnership,
LLLP , Civil Action File No. 2019CV01932.
Dykema professionals who will be working on this engagement have
present rates of $284 per hour for associates to up to $600 per
hour for partners.
As disclosed in the court filings, Dykema Gossett is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors' estates in matters upon which it is to be engaged.
The firm can be reached through:
Lori McAllister, Esq.
Dykema Gossett, PLLC
201 Townsend Street, Suite 900
Lansing, MI 48933
Tel: (517) 374-9150
Email: lmcallister@dykema.com
About Avalon Mobile Home
Park Partnership LLLP
Avalon Mobile is primarily engaged in renting and leasing real
estate properties.
Avalon Mobile Home Park Partnership LLLP filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Ga. Case No. 23-60521) on Oct. 25, 2023. The petition was
signed by Kathryn C. Taylor as general partner. At the time of
filing, the Debtor estimated $1 million to $10 million in assets
and $10 million to $50 million in liabilities.
Judge Barbara Ellis-Monro presides over the case.
J. Robert Williamson, Esq. at Scroggins & Williamson, P.C.
represents the Debtor as counsel.
AVALON MOBILE: Seeks to Tap Kendall Law Group as Special Counsel
----------------------------------------------------------------
Avalon Mobile Home Park Partnership LLLP seeks approval from the
U.S. Bankruptcy Court for the Northern District of Georgia to
employ Kendall Law Group, LLC as special counsel.
The firm will assist the the Debtor in connection with the appeal
of a judgement against the Debtor in State Court of Clayton County,
Georgia in the case of Ramirez, et al. v. Avalon Mobile Home Park
Partnership, LLLP , Civil Action File No. 2019CV01932.
Kendall professionals who will be working on this engagement have
present rates of $225 per hour.
As disclosed in the court filings, Kendall represents no interests
adverse to Debtor in the matters upon which the firm is to be
engaged.
The firm can be reached through:
Michael C. Kendall, Esq.
Kendall Law Group, LLC
117 W 20th St #201
Kansas City, MO 64108
Phone: (816) 531-3100
About Avalon Mobile Home
Park Partnership LLLP
Avalon Mobile is primarily engaged in renting and leasing real
estate properties.
Avalon Mobile Home Park Partnership LLLP filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Ga. Case No. 23-60521) on Oct. 25, 2023. The petition was
signed by Kathryn C. Taylor as general partner. At the time of
filing, the Debtor estimated $1 million to $10 million in assets
and $10 million to $50 million in liabilities.
Judge Barbara Ellis-Monro presides over the case.
J. Robert Williamson, Esq. at Scroggins & Williamson, P.C.
represents the Debtor as counsel.
AVAYA INC: $810MM Bank Debt Trades at 17% Discount
--------------------------------------------------
Participations in a syndicated loan under which Avaya Inc is a
borrower were trading in the secondary market around 83.3
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $810 million Payment-in-kind Term loan facility is scheduled to
mature on August 1, 2028. The amount is fully drawn and
outstanding.
Avaya Inc. provides communication software and services. The
Company offers unified communications, as well as contact centers,
cloud, and collaboration services. Avaya serves clients worldwide.
AVENTIV TECHNOLOGIES: $1.04BB Bank Debt Trades at 18% Discount
--------------------------------------------------------------
Participations in a syndicated loan under which Aventiv
Technologies LLC is a borrower were trading in the secondary market
around 82.3 cents-on-the-dollar during the week ended Friday, June
7, 2024, according to Bloomberg's Evaluated Pricing service data.
The $1.04 billion Term loan facility is scheduled to mature on July
31, 2025. The amount is fully drawn and outstanding.
Carrollton, Texas-based Aventiv Technologies LLC is a diversified
technology company that provides innovative solutions to customers
in the corrections and government services sectors. Aventiv is the
parent company to Securus Technologies and AllPaid.
AVINGER INC: Signs 10th Amendment to CRG Term Loan Agreement
------------------------------------------------------------
Avinger, Inc. reported in a Form 8-K filed with the Securities and
Exchange Commission that on June 5, 2024, it entered into Amendment
No. 10 to Term Loan Agreement with CRG Partners III L.P. and
certain of its affiliated funds, as lenders, which amended the Term
Loan Agreement, dated as of Sept. 22, 2015, by and among the
Company, certain of its subsidiaries from time to time party
thereto as guarantors, and the Lenders. The Amendment amended the
Term Loan Agreement to reduce the minimum liquidity covenant from
$3.5 million to $1.5 million for the period commencing June 1, 2024
and ending July 31, 2024. Thereafter, the Company will be subject
to the minimum liquidity requirement of $3,500,000.
About Avinger, Inc.
Headquartered in Redwood City, California, Avinger, Inc. --
http://www.avinger.com/-- is a commercial-stage medical device
company that designs, manufactures, and sells real-time
high-definition image-guided, minimally invasive catheter-based
systems that are used by physicians to treat patients with
peripheral artery disease ("PAD"). Patients with PAD have a
build-up of plaque in the arteries that supply blood to areas away
from the heart, particularly the pelvis and legs. The Company's
mission is to significantly improve the treatment of vascular
disease through the introduction of products based on its
Lumivascular platform, the only intravascular real-time
high-definition image-guided system available in this market.
San Francisco, California-based Moss Adams LLP, the Company's
auditor since 2017, issued a "going concern" qualification in its
report dated March 20, 2024, citing that the Company's recurring
losses from operations and its need for additional capital raise
substantial doubt about its ability to continue as a going concern.
AVISON YOUNG: $61.1MM Bank Debt Trades at 42% Discount
------------------------------------------------------
Participations in a syndicated loan under which Avison Young Canada
Inc is a borrower were trading in the secondary market around 58.0
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $61.1 million Payment in kind Term loan facility is scheduled
to mature on March 12, 2029. The amount is fully drawn and
outstanding.
Avison Young (Canada) Inc. provides real estate services. The
Company offers consulting, advisory, lease administration,
investment and asset management, and mortgage services. Avison
Young (Canada) serves customers worldwide.
BAR EAST: Hires Trammell Love Law as Bankruptcy Counsel
-------------------------------------------------------
Bar East LLC seeks approval from the U.S. Bankruptcy Court for the
Middle District of Tennessee to hire Trammell Love Law Firm as its
bankruptcy counsel.
The firm's services include:
a. rendering legal advice with respect to the rights, powers
and duties of the Debtor in the management of its property;
b. investigating and, if necessary, instituting legal action
on behalf of the Debtor to collect and recover assets of the
estates of the Debtor;
c. preparing all necessary pleadings, orders and reports with
respect to this proceeding and to render all other necessary or
proper legal services;
d. assisting and counseling the Debtor in the preparation,
presentation and confirmation of its disclosure statements and plan
of liquidation;
e. representing the Debtor as may be necessary to protect
their interests; and
f. performing all other legal services that may be necessary
and appropriate in the general administration of the Debtor's
estate.
The firm will bill these hourly rates:
Attorneys $275-$400 per hour
Paralegals $1-50 per hour
The firm has received a total of $15,000 as a retainer.
As disclosed in the court filings, Trammell Love Law is a
"disinterested person" under Bankruptcy Code 101 (14) and 327.
The firm can be reached through:
Adrienne Trammell-Love, Esq.
Trammell Love Law Firm
7009 Lenox Village Drive, Suite 103
Nashville, TN 37211
Telephone: (615) 243-7979
Facsimile: (615) 246-4186
Email: Adrienne@Tramlovelaw.com
About Bar East LLC
Bar East LLC filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-01880) on
May 24, 2024, listing $100,001 to $500,000 in assets and $500,001
to $1 million in liabilities.
Judge Randal S Mashburn presides over the case.
Adrienne Trammell-Love, Esq. at Trammell Love Law Firm represents
the Debtor as counsel.
BASIS TEXAS: Moody's Affirms 'Ba2' Rating on 2024 Education Bonds
-----------------------------------------------------------------
Moody's Ratings has affirmed the Ba2 revenue rating of BASIS Texas
Charter Schools, Inc. Concurrently, a Ba2 rating has been assigned
to the charter school network's Arlington Higher Education Finance
Corporation's Education Revenue Bonds (BASIS Texas Charter Schools,
Inc.), Series 2024 with a proposed par amount of approximately
$106.7 million. The bonds are payable from a senior lien revenue
pledge of eleven obligated group members schools, and a subordinate
pledge of excess revenue from three legacy group member schools.
The outlook has been revised to stable from positive. The Ba2
rating and stable outlook affect $246.6 million in outstanding
revenue-backed debt, inclusive of the current issuance.
The revision in the outlook to stable from positive reflects BASIS
Texas' still comparatively narrow cash position, which is projected
to remain below the median for higher rated credits and escalating
debt leverage driven by the opening of new schools, notwithstanding
the network's successful growth in student enrollment.
RATINGS RATIONALE
The Ba2 rating reflects BASIS Texas' relatively narrow available
cash position and elevated leverage, which will require significant
annual increases in operating revenue to sustain. Favorably, the
charter school network's robust demand and expanding operating
scale will continue to be driven by its strong academic outcomes
and brand reputation. The Texas network's rapid growth model calls
for the opening of several new schools over the next three years
that will further increase the network's most notable credit
challenge, very high leverage, especially in relation to available
cash. Beneficially, the new schools are expected to quickly achieve
full capacity given management's past success in strategically
locating schools in service areas with high demand. The rating
further incorporates the charter school network's recent history of
healthy operating margins, and sound debt service coverage. School
officials project that liquidity should gradually improve over the
next few years driven by enrollment growth and potential increases
to the state funding formula, although slower than anticipated
growth in per pupil state funding could pose a challenge. Moody's
credit view additionally factors in the BASIS Texas' good
governance practices and relatively low charter renewal risk.
RATING OUTLOOK
The stable outlook reflects the expectation that the charter school
network will continue to experience sustainable enrollment growth
while achieving operational and financial targets, balancing credit
risk associated with rapid school expansion and expected further
increases to leverage.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Enrollment growth across the entire charter school network and
obligated group supporting projected annual increases to operating
revenue
-- Sustained bolstering of liquidity to above 100 days cash on
hand while maintaining healthy operating margins and debt service
coverage of above 1.5x
-- Material increase to the network and obligated group's
spendable cash to total debt ratio to above 10%
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Failure to meet enrollment or revenue growth projections for
both the entire charter school network and obligated group
-- Inability to improve upon the charter school network's annual
days cash, or a material narrowing of operating margins or debt
service coverage
-- Material decreases to the network and obligated group's
spendable cash to total debt ratio
LEGAL SECURITY
The Series 2024 bonds, along with previously issued parity revenue
bonds, are special limited obligations of the Arlington Higher
Education Finance Corporation, payable solely from payments to be
made by BASIS Texas Charter Schools, Inc. pursuant to the Loan
Agreement and related trust indentures. The network's principal
source of revenue is state funding derived from its charter school
operations. The network has also executed a deed of trust
mortgaging each senior obligated group member campus location as
security for repayment. Bonds payable from the 11 senior
participating campuses benefit from a subordinate pledge of excess
revenue of three legacy campuses.
USE OF PROCEEDS
Proceeds from the Series 2024 bonds will be used to finance the
charter school network's expansion plans. Capital plans include the
renovation and equipping of two new K-12 school campuses, BASIS
Richardson and BASIS Plano, along with the second phase and
completion of the BASIS Jack Lewis Jr. campus, and purchase of real
estate for a future BASIS Leander campus.
PROFILE
BASIS Texas Charter Schools, Inc. (BASIS Texas) is a nonprofit
corporation incorporated in 2012 authorized by the Texas State
Board of Education (SBOE) to operate charter schools in the State
of Texas (Aaa stable). As of the 2024 fiscal year, BASIS Texas
operates 14 schools spread across nine campus sites located in the
Austin (Aa1 stable), Dallas (A1 stable)/Fort Worth (Aa3 stable),
and San Antonio (Aaa stable) metropolitan areas. BASIS Texas has a
current combined enrollment of approximately 6,120 students in
grades K-12 as of fiscal 2024 year-end. The charter school network
operates under a single 10-year charter from its state authorizer
valid through July 31, 2028.
METHODOLOGY
The principal methodology used in these ratings was US Charter
Schools published in April 2024.
BEARY GOOD: Hires Gleichenhaus Marchese & Weishaar as Counsel
-------------------------------------------------------------
Beary Good, Inc. seeks approval from the U.S. Bankruptcy Court for
the Western District of New York to hire Gleichenhaus, Marchese &
Weishaar, P.C. as its counsel.
The firm will render these services:
(a) advice the Debtor with respect to its powers and duties as
Debtor-in-Possession in the continued operation of its business and
in the management of its assets;
(b) take necessary action to avoid liens against Debtor's
property, remove restraints against Debtor's property and such
other actions to remove any encumbrances of liens which are
avoidable, which were placed against the property of the Debtor
prior to the filing of the Petition instituting this proceeding and
at a time when the Debtor was insolvent;
(c) take necessary action to enjoin and stay until final
decree any attempts by secured creditors to enforce liens upon
property of the Debtor in which property Debtor has substantial
equity;
(d) represent the Debtor in any proceedings which may be
instituted in this Court by creditors or other parties during the
course of this proceeding;
(e) prepare necessary petitions, answers, orders, reports, and
other legal papers; and
(f) perform all other legal services for the Debtor as
Debtor-in-Possession, or to employ attorneys for such services.
The firm will be paid at these rates:
Michael A. Weishaar, Esq. $395 per hour
Scott Bogucki, Esq. $375 per hour
Other Attorneys $350 per hour
Paralegals $100 per hour
The firm received a retainer in the amount of $5,000.
Michael Weishaar, an attorney at Gleichenhaus, Marchese & Weishaar,
PC, disclosed in court filings that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Michael A. Weishaar, Esq.
GLEICHENHAUS, MARCHESE & WEISHAAR, PC
930 Convention tower
43 Court Street
Buffalo, NY 14202
Tel: (716) 845-6446
About Beary Good, Inc
Beary Good, Inc filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No.
24-10579) on May 23, 2024, listing up to $50,000 in assets and
$500,001 to $1 million in liabilities. Robert B. Gleichenhaus, Esq.
at Gleichenhaus, Marchese & Weishaar, P.C. represents the Debtor as
counsel.
BLUE RIBBON: $368MM Bank Debt Trades at 20% Discount
----------------------------------------------------
Participations in a syndicated loan under which Blue Ribbon LLC is
a borrower were trading in the secondary market around 80.3
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $368 million Term loan facility is scheduled to mature on May
8, 2028. About $326.6 million of the loan is withdrawn and
outstanding.
Blue Ribbon, LLC, parent company of Pabst Brewing Company, is one
of the largest privately held independent brewers in the US, with a
portfolio of iconic American beer brands.
BRINK'S COMPANY: Fitch Assigns 'BB+' Rating on Sr. Unsecured Notes
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB+'/'RR4' rating to The Brink's
Company's (BCO) proposed issuance of new senior unsecured notes.
Fitch currently rates BCO's Long-Term Issuer Default Rating (IDR)
'BB+'. The Rating Outlook is Stable.
BCO plans to issue new senior unsecured notes with a five-year
tenor. Fitch expects the transaction to be leverage neutral given
plans to use proceeds to refinance the existing $400 million in
notes due.
BCO's ratings reflect its relatively stable FCF, supported by the
recurring and contracted nature of its services and flexible cost
structure. It also benefits from a solid market position in its
transit operations, digital and managed solutions. Fitch expects
organic growth to remain positive over the long term, despite the
evolution of non-cash payment methods. BCO's ratings also consider
the high proportion of non-U.S. operations and earnings though
Fitch largely views these as translational impacts.
KEY RATING DRIVERS
Mid-to-High 3.0x Leverage Profile: Fitch expects gross EBITDA
leverage of about 4.0x in FY24 with leverage improving and
remaining in the mid-to-high 3.0x range over the medium term. The
expectation is supported by the company's financial and capital
allocation policies, and EBITDA growth. Capital allocation policies
include a more tempered pace and scale of M&A than recent history,
which Fitch believes enhances the company's ability to manage to
stated leverage levels consistent with 'BB+' rating tolerances.
Fitch does not assume meaningful debt repayment in its forecast.
FCF Supports Financial Flexibility: Fitch expects FCF generation to
be in the $250 million to $350 million range over the 2024-2025
timeframe. The expectation is supported by solid operating
fundamentals and annual capex of around $200 million. Fitch expects
capital allocation to be better aligned to FCF going forward, with
a willingness to flex share repurchases during periods of M&A which
will support stability in its leverage profile. Fitch will also
continue monitoring the performance and impact of higher-growth
service lines, including customer financing backed by cash held in
safes on-site, affecting financial flexibility.
Consistent Demand Fundamentals: The recurring and contractual
nature of BCO's services support earnings stability through
business cycles. The majority of BCO's contracts are three to five
years long and are more tied to service stops and monthly fees
instead of monetary value of cash-in-transit. The contractual
nature adds to customer retention, earnings visibility, and
insulates against variability in customer profits. The global
balance of cash in circulation continues to rise, despite
proliferation of non-cash payment methods, and during times of
economic weakness cash balances tend to grow faster. The addition
of digital retail solutions also allows BCO to access lower-volume
customers, presenting another growth opportunity.
Market Position Supports Retention and Pricing: BCO is a leading
global provider of cash management services with a good competitive
position supporting customer retention and pricing strength. Its
position is backed by an established reputation and track record to
manage customers' cash and valuable items, and a global network.
BCO's scale also provides an opportunity to leverage new services
such as ATM management and digital solutions across regions.
Risks Associated with International Operations: BCO's high
proportion of international operations introduces some risks though
Fitch believes the impact is largely translational given its
regional revenue and cost alignment. There are long-term risks
associated with a stronger USD relative to other currencies given
the high proportion of USD-denominated debt. BCO has a portion of
balance sheet cash held in foreign accounts though Fitch believes
the company has decent access and is not expected to be a liquidity
concern.
Currency translation may impact credit metrics such as leverage
given a sudden strengthening of the USD may suddenly increase debt
figures while earnings are slower to reflect the change.
Argentinian inflation remeasurement was a high expense in late
2023, however; concerns are mitigated by the non-cash nature and
low proportion of overall revenue derived from the country.
DERIVATION SUMMARY
Fitch compares BCO to cash management and security peer, Garda
World Security Corp (GW; B+/Negative), and other rated
transportation companies including XPO, Inc. (BB+/Stable) and
Stericycle, Inc. (BB/Positive). BCO's business profile benefits
from steady and contracted revenue streams, similar to Garda's
security services and cash-in-transit operations, and Stericycle's
medical waste and document shredding services. XPO is relatively
more susceptible to the cyclicality of the trucking market. The
four companies generally have solid market positions within their
respective industries.
BCO's EBITDA leverage in the mid-to-high 3.0x is relatively high
compared with Stericycle's EBITDA leverage in the 3.0x and XPO's
which is expected to trend toward the mid-2.0x range as it
integrates recent acquisitions. BCO has demonstrated relatively
stable cash flow compared with Stericycle's, which is progressing
through operational initiatives, and XPO's which has higher
cyclicality. Garda's previously acquisitive stance and high
non-operating costs have pushed EBITDA leverage to the mid-6.0x to
low-7.0x and EBITDA interest coverage to the mid-1.0x to 2.0x
range.
The 'RR2' rating on the senior secured credit facilities reflects
the high proportion of operations, cash flow and enterprise value
tied to non-U.S. operations.
KEY ASSUMPTIONS
- Organic growth around mid-single digits over the medium term;
- M&A continues at a moderate pace, contributing roughly 2% revenue
growth annually;
- EBITDA margin improves toward 17% over the medium term, up from
15% in 2023, supported by a favorable mix in high-growth services,
cost restructuring actions and pricing discipline;
- The company manages to stated net leverage targets in the
2.0x-3.0x range, including flexing share repurchases through
periods of M&A;
- Cash on BCO's balance sheet increases with success of DRS
growth.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Management adopts a balanced capital allocation policy that
retains financial flexibility;
- Financial policies, including balancing M&A with leverage, that
sustain gross EBITDA leverage below 3.5x;
- Adherence to an operating strategy that maintains FCF stability;
- Transition to a less encumbered capital structure.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A financial policy shift that leads to gross EBITDA leverage
sustained above 4.0x;
- A change in the capital allocation plan that reduces financial
flexibility;
- A change in strategy or operating challenges that leads to
heightened variability or constrains BCO's cash flow profile.
LIQUIDITY AND DEBT STRUCTURE
Comfortable Liquidity: BCO had comfortable liquidity at March 31,
2024 including $932 million of cash, after $191 million held by
BCO's cash management services, and $306 million of availability
under the $1.0 billion revolving credit facility. Fitch believes a
minority portion of BCO's cash balance is held at customer sites,
but under BCO's title, a timing difference between deposit and
collection. Fitch believes BCO has good accessibility to these
balances. Subsequent to refinancing the 2025 notes, the term loan,
existing senior unsecured notes and revolver matures in 2027.
ISSUER PROFILE
The Brink's Company is a global leader in cash management services.
It serves customers including financial institutions, retailers,
government agencies and other commercial operations around the
world.
DATE OF RELEVANT COMMITTEE
19 December 2023
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery
----------- ------ --------
The Brink's Company
senior unsecured LT BB+ New Rating RR4
BUTTERMILK PARK: S&P Affirms BB- (sf) Rating on Class E Notes
-------------------------------------------------------------
S&P Global Ratings assigned its ratings to the class A-1-R, B-1-R,
C-R, and D-R replacement debt from Buttermilk Park CLO
Ltd./Buttermilk Park CLO LLC, a CLO managed by Blackstone Liquid
Credit Strategies LLC that was originally issued in September 2018
and underwent a partial refinancing in October 2020. At the same
time, S&P withdrew its ratings on the original class A-1, B-1, C,
and D debt following payment in full on the June 6, 2024,
refinancing date. S&P also affirmed its ratings on the class B-2-R
and E debt, which was not refinanced.
The replacement debt was issued via a supplemental indenture, which
outlines the terms of the replacement debt. According to the
supplemental indenture:
-- The reinvestment period was not extended.
-- The legal final maturity date was not extended.
-- No additional assets were purchased on the June 6, 2024,
refinancing date. There was no additional effective date or ramp-up
period, and the first payment date following the refinancing is
July 15, 2024.
-- The required minimum overcollateralization and interest
coverage ratios were not amended.
-- No additional subordinated notes were issued on the refinancing
date.
-- The weighted average life test was extended by one year.
Replacement And Original Debt Issuances
Replacement debt
-- Class A-1-R, $273.36 million: Three-month CME term SOFR +
1.08%
-- Class B-1-R, $35.00 million: Three-month CME term SOFR + 1.60%
-- Class C-R, $37.00 million: Three-month CME term SOFR + 1.95%
-- Class D-R, $30.00 million: Three-month CME term SOFR + 2.95%
Outstanding debt
-- Class A-1, $273.36 million: Three-month CME term SOFR +
1.36161%
-- Class B-1, $35.00 million: Three-month CME term SOFR +
1.91161%
-- Class B-2-R, $12.50 million: 2.18%
-- Class C, $37.00 million: Three-month CME term SOFR + 2.36161%
-- Class D, $30.00 million: Three-month CME term SOFR + 3.36161%
-- Class E, $18.00 million: Three-month CME term SOFR + 6.01161%
-- Subordinated notes, $58.15 million: Not applicable
S&P said, "Our review of this transaction included a cash flow
analysis, based on the portfolio and transaction data in the
trustee report, to estimate future performance. In line with our
criteria, our cash flow scenarios applied forward-looking
assumptions on the expected timing and pattern of defaults and the
recoveries upon default under various interest rate and
macroeconomic scenarios. Our analysis also considered the
transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches. The results of the cash
flow analysis (and other qualitative factors, as applicable)
demonstrated, in our view, that the outstanding rated classes all
have adequate credit enhancement available at the rating levels
associated with the rating actions.
"We will continue to review whether, in our view, the ratings
assigned to the debt remain consistent with the credit enhancement
available to support them and take rating actions as we deem
necessary."
Ratings Assigned
Buttermilk Park CLO Ltd./Buttermilk Park CLO LLC
Class A-1-R, $273.36 million: AAA (sf)
Class B-1-R, $35.00 million: AA (sf)
Class C-R, $37.00 million: A (sf)
Class D-R, $30.00 million: BBB- (sf)
Ratings Withdrawn
Buttermilk Park CLO Ltd./Buttermilk Park CLO LLC
Class A-1 to not rated from 'AAA (sf)'
Class B-1 to not rated from 'AA (sf)'
Class C to not rated from 'A (sf)'
Class D to not rated from 'BBB- (sf)'
Ratings Affirmed
Buttermilk Park CLO Ltd./Buttermilk Park CLO LLC
Class B-2-R: AA (sf)
Class E: BB- (sf)
Other Outstanding Debt
Buttermilk Park CLO Ltd./Buttermilk Park CLO LLC
Class A-2-R, $18.75 million: Not rated
Subordinated notes, $58.15 million: Not rated
CADENCE BANK: Moody's Affirms 'Ba1(hyb)' Preferred Stock Rating
---------------------------------------------------------------
Moody's Ratings has affirmed short-term and long-term ratings and
assessments of Cadence Bank. Rating affirmations include Cadence's
long-term issuer rating of Baa2, long-and short term deposit
ratings of A2/P-1, and Baseline Credit Assessment (BCA) and
Adjusted BCA of baa1. Moody's Ratings also affirmed Cadence's
long-and short-term Counterparty Risk Assessments of
A3(cr)/P-2(cr), long-and short term Counterparty Risk Ratings
(local and foreign currency) of Baa1/P-2, subordinate Baa2 rating,
and preferred stock non-cumulative Ba1(hyb) rating. Cadence's
long-term issuer rating and long-term deposit rating outlooks
remain negative.
RATINGS RATIONALE
The negative outlook reflects Cadence's concentration in CRE loans
and Moody's expectation that banks with high concentrations will
face ongoing asset quality and profitability pressures as
higher-for-longer interest rates heighten the longstanding risks of
CRE for banks' creditworthiness especially during cycle downturns.
During the more benign low-interest-rate environment that prevailed
for many years prior to the onset of the Federal Reserve's
rate-hike cycle, many regional banks chose to build and maintain
material concentrations in CRE, which is a volatile asset class
that represents 232% of Cadence's tangible common equity on a
Moody's adjusted basis (TCE) at March 31, 2024. In addition,
Cadence's construction loans as a percentage of TCE was also
sizable at 89%.
Cadence is not subject to the heightened prudential regulatory
standards that apply to the largest US regional banks. The bank's
credit weaknesses are amplified by lower regulatory requirements in
relation to larger regional banks, but could be mitigated by
holding higher capital. Recent regulatory proposals, including
Basel III endgame and long-term debt requirements for banks with
greater than $100 billion in assets, suggest such differences in
prudential regulation of US banks are likely to persist.
Consequently, such banks face increasing risks now that these loans
have lower values in a higher-rate environment, as well as because
of the challenges facing the underlying borrowers, who may have to
service or refinance these loans in a weaker environment than when
the loans were entered into.
The affirmation of Cadence's baa1 BCA reflects improvement in the
bank's capitalization and earnings profile following the sale of
its insurance business. Although the sale has negatively impacted
the bank's earning diversification from fee-revenue, it has
significantly improved capital and will boost earnings following
the repositioning of the bank's securities portfolio, both of which
are credit positive.
Moody's views capital and leverage as supportive to Cadence's
ratings. Cadence's capitalization measured by TCE to risk weighted
assets (RWA) was 11.6% as of March 31, 2024, up from 11.4% as of
December 31, 2023 and 9.8% as of December 31, 2022. As of March 31,
2024, Cadence's available-for-sale (AFS) unrealized securities
losses represented 23% of its TCE. Unrealized AFS losses are not
reflected in regulatory capital for a bank of this size. Cadence's
leverage ratio was 9.5% as of March 31, 2024.
Net income to tangible assets (TA) was 1.12% in the first quarter
of 2024 and is a strength to the rating. Adjusted return on average
assets rose to 0.97% in the first quarter of 2024 from 0.62% in the
fourth quarter of 2023, benefiting from the repositioning of the
bank's securities portfolio. However, non-interest income as a
percentage of total revenue fell to 19% in the first quarter of
2024 from its historical range of 23% to 28% of total revenue
post-merger with BancorpSouth, a credit negative. Net-interest
margin rose to 3.22% in the first quarter of 2024 from 3.04% in the
fourth quarter of 2023, but remains slightly lower than the first
quarter of 2023 when it was 3.29% due to rising funding costs.
Noninterest bearing deposits were 23.1% of total deposits at March
31, 2024 and the bank's uninsured deposit ratio was 38% as of March
31, 2024. Cadence's cumulative cycle-to-date deposit beta was 44%
as of March 31, 2024, which is average compared to peers.
Cadence's liquid resources have declined as the bank has funded net
loans and leases which increased by 5.13% year-over-year. Liquid
banking assets as a percentage of tangible banking assets weakened
to 24.2% as of March 31, 2024 from 31.9% a year earlier and 29.7%
as of December 31, 2022. Positively, the bank's use of market
funding has improved over the last year following banking stress in
the spring of 2023. Market funds as a percentage of tangible assets
declined to 7.9% as of March 31, 2024 down from 13.1% a year
earlier and 8.9% as of December 31, 2022.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Given the negative outlook, upward rating pressure is not likely
over the next 12-18 months. The outlook could return to stable if
Cadence is able to show progress on materially lowering its
construction exposure to levels commensurate with peers while
maintaining a TCE/RWA ratio above 11.5%.
Cadence's BCA could be downgraded if the bank's credit quality
weakens materially or if there is a deterioration in the bank's
level of capital.
The principal methodology used in these ratings was Banks
Methodology published in March 2024.
CASA SYSTEMS: Asset Sale Agreement with Vecima Terminated
---------------------------------------------------------
Vecima Networks Inc. on June 7 disclosed that the asset purchase
agreement that Vecima's subsidiary, Vecima Technology Inc. had
entered into with Casa Systems, Inc. and certain of Casa's
subsidiaries to acquire the cable business assets of Casa and such
subsidiaries has been terminated. At an auction held on May 29,
2024, Casa designated Vecima Technology as the back-up bidder for
the Cable Business Assets. At a hearing before the U.S. Bankruptcy
Court for the District of Delaware on June 4, 2024, the Bankruptcy
Court approved the sale of the Cable Business Assets to the
successful bidder. The successful bidder has closed the purchase of
the Cable Business Assets and the APA has been terminated in
accordance with its terms.
The termination of the APA is a Termination Event (as defined in
Vecima's press release dated May 29, 2024) under the subscription
receipt agreement entered into among Vecima, Computershare Trust
Company of Canada, as subscription receipt agent, and Raymond James
Ltd., as sole bookrunner and sole underwriter. As a result of the
Termination Event, and pursuant to the terms of the Subscription
Receipt Agreement, subscription receipt holders will have their
funds returned by way of cheque from Computershare and all
subscription receipts will be cancelled.
About Vecima Networks
Vecima Networks Inc. (TSX:VCM) -- http://www.vecima.com-- is
leading the global evolution to the multi-gigabit, content-rich
networks of the future. Its talented people deliver future-ready
software, services, and integrated platforms that power broadband
and video streaming networks, monitor and manage transportation,
and transform experiences in homes, businesses, and everywhere
people connect. It helps its customers evolve their networks with
cloud-based solutions that deliver ground- breaking speed, superior
video quality, and exciting new services to their subscribers.
There is power in connectivity -- it enables people, businesses,
and communities to grow and thrive.
About Casa Systems
Casa Systems, Inc. (Nasdaq: CASA) is a next-gen technology leader
that supports mobile, cable, and wireline communications services
providers with market leading solutions. Casa's virtualized and
cloud-native software solutions modernize operators' network
architectures, expand the range of services they can offer their
consumer and commercial customers, accelerate time to revenue and
reduce the TCO of their network infrastructure and operations.
Casa's suite of open, cloud-native network solutions unlocks new
ways for service providers to quickly build flexible networks and
service offerings that maximize revenue-generating capabilities.
Commercially deployed in more than 70 countries, Casa Systems
serves over 475 Tier 1 and regional service providers worldwide. On
the Web: http://www.casasystems.com/
On April 3, 2024, Casa Systems, Inc., and two of its affiliates
each filed petitions seeking relief under chapter 11 of the United
States Bankruptcy Code (Bankr. D. Del. Lead Csae No. 24-10695).
In the petition filed by CFO Edward Durkin, Casa Systems estimated
assets and liabilities between $100 million and $500 million each.
The Debtors' cases have been assigned to the Honorable Karen B.
Owens.
Casa has engaged Sidley Austin LLP as legal counsel, Ducera
Partners LLC as financial advisor, and Alvarez & Marsal North
America, LLC as restructuring advisor. Epiq is the claims agent.
CATHOLIC HEALTH SYSTEM, NY: S&P Affirms 'B-' Bond Rating
--------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative and
affirmed its 'B-' rating on debt issued for Catholic Health System
(CHS), N.Y.
"The outlook revision reflects significant operational improvement
over the past few years with narrower operating losses, which we
expect will continue and result in gradually strengthening balance
sheet metrics," said S&P Global Ratings credit analyst Anne
Cosgrove. In addition, we expect that CHS will be in compliance
with the forbearance agreement of maintaining debt service coverage
of 1.0x, and that the agreement will expire on June 30, 2024.
S&P could lower the rating or revise the outlook to negative if
CHS' unrestricted reserves fail to improve and the system does not
sustain the current trajectory of stronger operating performance.
S&P does not view a higher rating or positive outlook as likely
over the outlook period, given what it views as a highly vulnerable
balance sheet, including a large underfunded pension liability and
significant capital needs, which will take time to rebuild to offer
a cushion.
CHALLENGE MULTIFAMILY: Hires ANI Associates as Accountant
---------------------------------------------------------
Challenge Multifamily Construction, Inc. seeks approval from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
ANI Associates, Inc. as its accountants.
The firm will assist the Debtor in preparing tax forms and returns
for the Internal Revenue Service, the monthly operating reports,
the projections for the disclosure statement, and other
miscellaneous accounting services that require specialized
knowledge.
ANI charges a flat monthly fee of $1,500 to perform these
accounting services.
Isauro Garza, a partner at ANI Associates, Inc., disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Isauro Garza
ANI Associates, Inc.
4331 Hawk Meadow Dr.
Katy, TX 77449
About Challenge Multifamily Construction, Inc.
The Debtor specializes in senior care and multifamily wood framing
construction.
Challenge Multifamily Construction, Inc. in Rosenberg TX, filed its
voluntary petition for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 24-30391) on February 1, 2024, listing $2,157,101 in assets and
$4,229,865 in liabilities. Javier Garza as president, signed the
petition.
Judge Eduardo V Rodriguez oversees the case.
COOPER & SCULLY, P.C. serve as the Debtor's legal counsel.
CHARITY PRIME: Seeks to Hire Anyama Law Firm as Bankruptcy Counsel
------------------------------------------------------------------
Charity Prime Realty, Inc. seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire Anyama Law
Firm, A Professional Corporation as its bankruptcy counsel.
The firm will render bankruptcy, restructuring and insolvency
counsel and advice to the Debtor.
The firm will be paid at these rates:
Onyinye N. Anyama $400/hour
Paralegal $150/hour
The firm will be paid a retainer in the amount of $25,000 and
reimbursed for out-of-pocket expenses incurred.
Onyinye Anyama, Esq., a partner at Anyama Law Firm, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Onyinye N. Anyama, Esq.
ANYAMA LAW FIRM, APC
18000 Studebaker Road, Suite 325
Cerritos, CA 90703
Tel: (562) 645-4500
Fax: (562) 645-4494
Email: info@anyamalaw.com
About Charity Prime Realty, Inc.
Charity Prime Realty, Inc. owns four rental properties all located
in California having a total comparable sale value of $6.8
million.
Charity Prime Realty, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
24-13284) on April 29, 2024, listing $6,800,000 in assets and
$4,422,000 in liabilities. The petition was signed by Jenero
Jefferson as manager.
Judge Sandra R. Klein presides over the case.
Onyinye N. Anyama, Esq. at ANYAMA LAW FIRM, APC represents the
Debtor as counsel.
CLEAN AIR: Files Amendment to Disclosure Statement
--------------------------------------------------
Clean Air Car Service & Parking Branch Two, LLC and IV-CVCF NEB I
Trust (the "Lender") submitted a Modified Disclosure Statement for
Modified Joint Chapter 11 Plan.
Clean Air 2 is a limited liability company organized under the laws
of the State of New York and, on the Petition Date, was the owner
of property located at 37-20 Prince Street, Unit PU, Flushing,
Queens County, New York 11354 (Block 4972, Lot 1104) (the "Real
Property"), an operating parking garage (condominium unit).
The Wind-Down Officer shall pay each holder of an Allowed Class 5
Unsecured Claim its Pro Rata Share of the Class 5 Distribution
Amount on or as soon as reasonably practicable after the later of
(i) the Effective Date, and (ii) the date on which such Claim
becomes an Allowed Claim.
On the Effective Date, the Wind-Down Officer shall assume control
over the Post Effective Date Estate, including the Post Effective
Date Assets, including the Sale Proceeds, and shall be authorized
to continue the usual and ordinary operations of the Debtor in the
ordinary course of the Debtor's business in accordance with the
terms hereof, and to spend funds of the Debtor and the Post
Effective Date Estate for such purpose.
Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule
9019 (with respect to the SBA and Prince Plaza Condominium) and in
consideration for the distributions and other benefits provided
pursuant to the Plan, the provisions of the Plan shall constitute a
goodfaith compromise and settlement of all Claims and controversies
relating to the contractual, legal, and subordination rights that a
Holder of a Claim may have, or any distribution to be made on
account of such Allowed Claim.
In accordance with the provisions of the Plan, pursuant to
Bankruptcy Rule 9019, without any further notice to, or action,
order, or approval of, the Bankruptcy Court, after the Effective
Date, the Wind-Down Officer for and on behalf of the Post Effective
Date Debtor and Post Effective Date Estate may compromise and
settle any Claims and Causes of Action against other Entities. Any
claims objections and Bankruptcy Rule 9019 motions that the
Wind-Down Officer or his/her counsel may file will be served on the
United States Trustee.
The Wind-Down Officer shall be deemed the representative of the
Estate under section l123(b)(3)(B) of the Bankruptcy Code and shall
have all rights associated therewith. Pursuant to the terms of the
Wind-Down Officer Agreement, the Wind-Down Officer shall have all
duties, powers, and standing authority necessary to implement the
Plan and to administer and liquidate the assets of the Estate for
the benefit of the holders of Allowed Claims, and shall be entitled
to indemnification and exculpation from the Estate. The Wind-Down
Officer shall not be required to post a bond or other security.
The Wind-Down Officer is to maintain the Disputed Claims Reserve,
the Distribution Reserve, and the Wind-Down Reserve at banking
institutions that are authorized depositories in the Eastern
District of New York.
The funds needed to pay all United States Trustee Fees, Allowed
Administrative Expense Claims, Allowed Priority Tax Claims and
Allowed Priority Claims will be paid from the Lender Plan
Contribution and the Sale Proceeds. The Plan shall be implemented
in furtherance of the Sale of the Sale Assets.
A full-text copy of the Modified Disclosure Statement dated May 20,
2024 is available at https://urlcurt.com/u?l=HqeyRI from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Thomas A. Draghi, Esq.
Alexandra Troiano, Esq.
WESTERMAN BALL EDERER
MILLER ZUCKER & SHARFSTEIN
1201 RXR Plaza
Uniondale, NY 11556
Tel: (516) 622-9200
Email: tdraghi@westermanllp.com
atroiano@westermanllp.com
Attorneys for IV-CVCF NEB I Trust:
RIEMER & BRAUNSTEIN LLP
100 Cambridge Street, 22nd Floor
Boston, Massachusetts 02114
Telephone: (617) 523-9000
About Clean Air Car Service and Operr Plaza
Clean Air Car Service & Parking Branch Two, LLC, and Operr Plaza,
LLC filed Chapter 11 bankruptcy petitions (Bankr. E.D.N.Y. Lead
Case No. 23-41937) on May 31, 2023.
At the time of filing, Clean Air Car Service reported $1 million to
$10 million in assets and $10 million to $50 million in liabilities
while Operr Plaza reported $10 million to $50 million in both
assets and liabilities.
Judge Nancy Hershey Lord oversees the cases.
The Debtors tapped Westerman Ball Ederer Miller Zucker &
Sharfstein, LLP, as bankruptcy counsel.
CONGRUEX GROUP: $470MM Bank Debt Trades at 22% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Congruex Group LLC
is a borrower were trading in the secondary market around 77.8
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $470 million Term loan facility is scheduled to mature on May
3, 2029. The amount is fully drawn and outstanding.
Congruex Group LLC, formed in 2017 and based in Boulder, Colorado,
provides end-to-end design, engineering, construction, and
maintenance services to broadband network operators. The company is
majority owned by affiliates of private equity sponsor Crestview
Partners.
COPA LLC: Seeks to Hire Hendren Redwine & Malone as Legal Counsel
-----------------------------------------------------------------
Copa, LLC seeks approval from the U.S. Bankruptcy Court for the
Middle District of North Carolina to hire Hendren Redwine & Malone,
PLLC to serve as legal counsel in its Chapter 11 case.
The firm will be paid based upon its normal and usual hourly
billing rates and will be reimbursed for its out-of-pocket
expenses.
The firm holds the sum of $10,176.27 as retainer.
Rebecca Redwine, Esq., a partner at Hendren Redwine & Malone,
disclosed in a court filing that her firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Rebecca F. Redwine, Esq.
HENDREN REDWINE & MALONE, PLLC
4600 Marriott Drive, Suite 150
Raleigh, NC 27612
Tel: (919) 420-7867
Email: rredwine@hendrenmalone.com
About Copa, LLC
Copa is a Latin bistro and bar in Downtown Durham offering private
events, craft cocktails, tapas, and food from Spain and the
Americas.
Copa, LLC filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 24-80126) on May
28, 2024, listing $3,089,083 in assets and $2,011,744 in
liabilities. The petition was signed by Roberto Copa Matos as
managing member.
Rebecca F. Redwine, Esq. at HENDREN, REDWINE & MALONE, PLLC
represents the Debtor as counsel.
CORDIAL LOGISTICS: Seeks to Tap Sedosky & Associates as Accountant
------------------------------------------------------------------
Cordial Logistics, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of West Virginia to hire Samuel D.
Sedosky, Jr., CPA, and Sedosky & Associates, PLLC as accountant.
The firm has agreed to provide accounting services to the Debtor on
an hourly basis at the rate of $75 to $175 per hour for services
rendered, plus expenses.
Samuel Sedosky, Jr., CPA, an accountant with Sedosky & Associates,
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 accountant can be reached through:
Samuel D. Sedosky, Jr., CPA
Sedosky & Associates, PLLC
14 East Lincoln Street
Buckhannon, WV 26201
Phone: (304) 472-7568
About Cordial Logistics, LLC
Cordial Logistics is part of the general freight trucking
industry.
Cordial Logistics, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D.W.V. Case No.
24-00232) on May 1, 2024, listing $2,666,475 in assets and
$2,813,872 in liabilities. The petition was signed by David Cordial
as owner.
Martin P. Sheehan, Esq. at Sheehan & Associates, P.L.L.C.
represents the Debtor as counsel.
COUPLE FORWARD: Kathleen O'Malley Named Subchapter V Trustee
------------------------------------------------------------
Brian Behr, the U.S. Bankruptcy Administrator for the Eastern
District of North Carolina, appointed Kathleen O'Malley as
Subchapter V trustee for Couple Forward, PLLC.
About Couple Forward
Couple Forward, PLLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr E.D. N.C. Case No. 24-01695) on May 21,
2024, with up to $50,000 in assets and up to $500,000 in
liabilities.
Judge Pamela W. Mcafee presides over the case.
J.M. Cook at J.M. Cook, P.A. represents the Debtor as legal
counsel.
CQENS TECHNOLOGIES: Posts $995,765 Net Loss in Q1 2024
------------------------------------------------------
CQENS Technologies Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $995,765 for the three months ended March 31, 2024, compared to
a net loss of
$1,186,307 for the three months ended March 31, 2023.
For the first quarter of 2024, the Company reported net cash used
in operations of $350,447 compared to net cash used in operations
of $693,976 for the first quarter of 2023.
At March 31, 2024, the Company had cash on hand of $350,617 and an
accumulated deficit of $24,851,072.
As of March 31, 2024, the Company has $2,618,621 in total assets,
$1,900,352 in total liabilities, and $718,269 total stockholders'
equity.
A full-text copy of the Company's Form 10-Q is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1479915/000149315224019623/form10-q.htm
About CQENS Technologies Inc.
CQENS Technologies Inc. is a technology company. It designs and
develops innovative methods to heat plant-based and/or
medicant-infused formulations to produce aerosols for the efficient
and efficacious inhalation of the plant and medicant constituents
contained therein.
As of December 31, 2023, the Company had $2,282,630 in total
assets, $1,336,664 in total liabilities, and $945,966 in total
stockholders' equity.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2013, issued a "going concern" qualification in its report dated
April 15, 2024, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern.
CREAGER MERCANTILE: Mark Dennis Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Trustee for Region 11 appointed Mark Dennis, a certified
public accountant at SL Biggs, as Subchapter V trustee for Creager
Mercantile Co.
Mr. Dennis 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. Dennis declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Mark D. Dennis, CPA
SL Biggs, A Division of SingerLewak, LLP
2000 S. Colorado Blvd., Tower 2, Ste. 200
Denver, CO 80222
Phone: 303-226-5471
Email: mdennis@slbiggs.com
About Creager Mercantile Co.
Creager Mercantile Co. is a wholesale grocery distributor in
Denver, Colo.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Colo. Case No. 24-12652) on May 16,
2024, with as much as $10 million in both assets and liabilities.
Donald Creager, president, signed the petition.
Jeffrey S. Brinen, Esq., at Kutner Brinen Dickey Riley PC,
represents the Debtor as legal counsel.
CROUSE HEALTH: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable
--------------------------------------------------------------
Fitch has assigned an initial Issuer Default Rating (IDR) of 'BB'
to Crouse Health System (Crouse). Fitch has also assigned a 'BB'
rating to an estimated $76.0 million of series 2024A tax-exempt
fixed-rate revenue bonds and $5.4 million of series 2024B taxable
fixed-rate revenue bonds to be issued by the Onondaga Civic
Development Corporation on behalf of Crouse.
The Rating Outlook is Stable.
Proceeds from the series 2024A&B bonds are expected to be used to
refund Crouse's existing debt (including bank private placements)
and pay the costs of issuance. The bonds are expected to price the
week of June 24, 2024.
Entity/Debt Rating
----------- ------
Crouse Health
System, Inc. (NY) LT IDR BB New Rating
Crouse Health
System, Inc. (NY)
/General Revenues/1 LT LT BB New Rating
The 'BB' IDR reflects Crouse's modest revenue defensibility and
operating risk profile assessments, anchored by a financial profile
that should be consistent with the broad 'BB' category. The system
has faced persistent operating losses and thin operating EBITDA
margins in recent years, although new programs, Crouse's unique
position in the market, and recent and material policy changes
should yield stronger operating EBITDA margins.
Crouse's current capital-related ratios are modest
(cash-to-adjusted debt of just over 60% at FYE23), although balance
sheet metrics should improve over time, even in the stress case of
Fitch's forward-looking scenario analysis. Capital spending plans
can be flexed depending on the level of state support and
fundraising.
The Stable Outlook considers that despite the recent trend of
modest operating margins, metrics should improve over time leading
to a stronger balance sheet.
SECURITY
Revenue bonds are expected to be supported by a revenue pledge and
a debt service reserve fund (DSRF). Crouse Health Hospital
represents the obligated group (OG). The OG represents about 95% of
system assets and 93% of system operating revenue.
KEY RATING DRIVERS
Revenue Defensibility - 'bb'
Local Competition with Somewhat Modest Payor Mix
Crouse's revenue defensibility is somewhat modest, given the level
of competition in the market and the system's payor mix. Crouse is
one of three health systems in the market, competing against SUNY -
Upstate and St. Joseph's Health Hospital (a member of AA- rated
Trinity Health). SUNY-Upstate is the clear leader for total
inpatient admission, with about 44% market share as of 2023,
followed by Crouse with nearly 29% and St. Joseph's with just over
27%.
Despite the degree of competition, Crouse maintains a clear market
lead for key service lines, including OB (58% as of 2023, with St.
Joseph's capturing a distant number two at 27%) and NICU (77%).
Crouse also has central New York's only perinatal center for
high-risk pregnancies. Crouse is the market leader for substance
abuse treatment, capturing 50% share followed by SUNY - Upstate
with almost 41%.
In 2021 Crouse and SUNY-Upstate initiated merger discussions, which
were ultimately called off in 2023. The two systems continue to
partner on a number of services, and the two campuses are adjacent
and connected via a bridge.
One area where Crouse lags the market is cardiac care, capturing
just under 18% share, while St. Joseph's is the market leader for
cardiac with nearly 55% share and SUNY - Upstate captures about
27%. Crouse is applying for a certificate of need (CON) to add an
open heart surgery program. Management notes that this is a service
line of potentially significant upside as Crouse refers out
approximately 600 open heart surgeries each year from its own
employed physicians. Management expects to file the CON in June
2024.
Demographics in the service area are reasonably stable. Onondaga
County represents the primary service area (PSA), and the secondary
and tertiary service areas cover a broad section of central upstate
New York that reaches south to the Pennsylvania border and north to
the Canadian border. The median household income level in the
county is just below the national average, and the unemployment
rate in the Syracuse MSA is just marginally higher than the
national average. The population growth rate in the county is
positive, but below the national average.
A favorable investment in the service area of note is the Micron
chip manufacturing plant to be located in Clay, NY (less than 15
miles north of downtown Syracuse). The $100 billion investment is
supported by $10 billion of incentives from the federal CHIPS Act.
The project is expected to begin construction in 2025, and is
estimated to support 9,000 direct jobs once fully operational
(supporting even additional jobs created from related economic
activity). Management estimates that the 9,000 jobs will result in
approximately 40,000 commercially insured lives. Management reports
that Crouse was donated a building in the area that the system
plans to renovate for clinical purposes in the coming years
Crouse is a safety net provider, and its payor mix is modestly
weak. Combined Medicaid and self pay account for about 25%-26% of
gross revenue (including 25% in FY23).
Operating Risk - 'bb'
Modest Results Recently, but Operating Margins Should Improve
Crouse's operating margins have been modest in recent years.
Between by FY19 and FY23 the operating margin averaged -3.1% and
the operating EBITDA margin averaged 1.3% (including -1.3% and
2.2%, respectively, in FY23). Like the rest of the healthcare
industry, Crouse has had to contend with generational operating
challenges, highlighted by the pandemic and subsequent labor and
inflationary pressures. Also, until starting to rebound in FY23
many key volumes had lagged pre-pandemic trends.
Crouse's operating margins should show sustained improvement in the
coming years. A number of factors should contribute to expected
improvement, including: (a) The aforementioned open heart surgery
program, should the CON be approved. The system already has the
cardiac physicians on staff, and limited new capex would be needed;
(b) Crouse recently re-joined the 340b program; (c) The region
received a Medicare wage adjustment effective January 2024, which
management notes is worth an estimated $28 million net annually to
Crouse; and (d) Longer-term, the Micron chip manufacturing plant
should contribute significantly to added economic activity in the
region, including for healthcare services.
Management is also implementing a number of core operating
improvements, including enhanced accounts receivable and revenue
cycle, reducing denials, lower length of stay, and savings from the
planned debt refinancing. Management also reports a significant
decline in nurse vacancy and turnover rates. Crouse has its own
college of nursing, which helps with nurse recruitment and
retention (management reports that the college is increasing
enrollment from 300 to 400).
Healthcare is inherently a variable operating industry, and while
there is some uncertainty as to how beneficial some of these
initiatives should be, it is Fitch's opinion that Crouse should
generate improved results over the long-term. The system should
generate profitable operations in the near term, and longer-term
record operating EBITDA margins at least in the 5% range and
potentially better. As a safety net hospital, Crouse is a
significant beneficiary of the state's Medicaid directed payment
program, netting about $68 million annually per management
estimate. Consequently, one area of downside risk to Crouse would
be a major change in the directed payment program, although there
are no expected policy changes to this effect expected in the near
term.
Capital Spending
Crouse's capital spending has been comparatively light in recent
years, as the system managed through modest operating margins
resulting from the pandemic and subsequent labor and inflationary
pressures. The capital spending ratio averaged less than 40%
between FY19 and FY23, and the average age of plant measured a high
20 years at FYE23. Nevertheless, Crouse has invested in facilities
and technology that have kept the system competitive in the
market.
Future capex is largely dependent on state support and fundraising,
and capital spending can be flexed accordingly. Routine capex is
targeted at about $9 million over the next five years, but annual
spending could exceed $30 million depending on external support.
Highlighted projects that are being considered but depend on state
support or fundraising include deployment of the Epic EMR system
($46 million), expansion and renovation of the NICU ($45 million),
ambulatory upgrades ($21 million), an increase in staffed inpatient
beds ($5 million), and renovation of inpatient addiction treatment
($6 million).
Financial Profile - 'bb'
Current Balance Sheet Metrics are Weak, but Should Improve
Crouse's current balance sheet ratios are modest, but metrics
should improve over time as cash flow grows and much of capital
spending is supported from external sources.
At FYE 2023, Crouse had about $74 million in unrestricted cash and
investments and debt measured approximately $122 million. These
translate to modest cash on hand of about 45 days and cash-to-debt
of barely 60%. Operating leases are captured on the balance sheet
and the system terminated its defined benefit (DB) pension in 2021,
therefore cash-to-adjusted debt is equal to cash-to-debt.
As part of the DB pension termination, Crouse filed a distressed
termination with the Pension Benefit Guaranty Corporation (PBGC).
As part of the settlement with the PBGC, Crouse agreed to settle
its pension for $30 million, with level amortization over 10 years.
At FYE23 the outstanding pension settlement was just under $23
million, which Fitch includes as part of Crouse's debt.
Fitch's forward-looking stress scenario applies operational and
investment stresses (based on the system's investment allocation).
In the stress case, cash-to-adjusted debt never falls below 50% and
exceeds 90% by year four, consistent with a 'bb' financial profile
given Crouse's revenue defensibility and operating risk
assessments. Note that Crouse's investment portfolio stress is di
minimis given the system's conservative investment allocation
(management reports that at FYE23, unrestricted liquidity was
allocated among approximately 79% cash and cash equivalents and 21%
fixed income, with no exposure to equities or alternative
investments).
Asymmetric Additional Risk Considerations
There are no asymmetric risks affecting the rating. Cash on hand,
currently weak at about 45 days at FYE23, should improve over time,
even in a stress scenario.
The system's plan of finance includes refunding all existing debt
(including bank private placements) with all fixed rate bonds. Pro
forma maximum annual debt service (MADS) is $6.3 million. Pro forma
MADS coverage based on FY23 results is 1.9x. Current financial
covenants include a minimum 30 days cash on hand and minimum 1.35x
debt service coverage.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Failure to improve operating margins, particularly if operating
losses persist and the operating EBITDA margin remains below the
4%-5% range;
- Failure to sustain current balance sheet ratios, particularly if
cash-to-adjusted debt were expected to remain below 50% in a
forward-looking stress case.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Sustained improvement in operating margins, resulting in an
operating EBITDA margin at least in the 5% range;
- Improved balance sheet, particularly if cash-to-adjusted were
expected to be sustained at 100% or better.
PROFILE
Crouse is a 355 staffed bed tertiary referral hospital system based
in Syracuse, NY. The system has a teaching relationship and other
affiliations with SUNY-Upstate. Crouse recorded operating revenue
in excess of $600 million in FY23 (December 31 YE).
DATE OF RELEVANT COMMITTEE
30 May 2024
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
CSC HOLDINGS: $2.50BB Bank Debt Trades at 15% Discount
------------------------------------------------------
Participations in a syndicated loan under which CSC Holdings LLC is
a borrower were trading in the secondary market around 84.7
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $2.50 billion Term loan facility is scheduled to mature on
April 15, 2027. About $2.39 billion of the loan is withdrawn and
outstanding.
CSC Holdings, LLC, provides broadband communications and video
services in the United States. It is a wholly owned subsidiary of
Cablevision.
CUBIC CORP: $1.48BB Bank Debt Trades at 17% Discount
----------------------------------------------------
Participations in a syndicated loan under which Cubic Corp is a
borrower were trading in the secondary market around 83.4
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $1.48 billion Term loan facility is scheduled to mature on May
25, 2028. The amount is fully drawn and outstanding.
Cubic Corporation is an American public transportation and defense
corporation. It operates two business segments: Cubic
Transportation Systems and Cubic Mission and Performance Solutions.
CUENTAS INC: Plans to Launch Global Roaming and Financial Services
------------------------------------------------------------------
Cuentas, Inc., announced the signing of a Letter of Intent (LOI)
with World Mobile Group Ltd (World Mobile Token WMT-USD) to launch
groundbreaking global roaming services and financial solutions in
over 30,000 retail locations nationwide.
Leveraging World Mobile's innovative sharing economy platform
(airnode.worldmobile.io), the partnership will develop localized
networks tailored to specific customer needs, seamlessly
integrating roaming services with mobile solutions utilizing both
eSIM and traditional SIM technologies.
The initiative targets an initial market of 30,000 retail outlets
across the United States, currently served by the Company's mobile
and fintech offerings.
"Cuentas is thrilled to integrate our financial ecosystem with
World Mobile's cutting-edge global roaming technology, delivering a
disruptive and highly affordable solution," said Mr. Arik Maimon,
CEO and co-founder of CUEN. "This agreement maximizes our
extensive distribution network and our three decades of
telecommunications expertise. By enabling retail and business
entities to offer Cuentas Fintech services and become World Mobile
AirNode Operators, we aim to bring financial freedom and
cost-effective, high-efficiency mobile data networks to diverse
communities across the US."
Cuentas continues to expand its market presence with its robust
mobile service, Cuentas Mobile, supported by a powerful
distribution ecosystem and a meticulously developed software
platform. Utilizing advanced eSIM and traditional SIM technology,
this system ensures reliability and will soon include a secure
communications suite from Sekur Private Data Ltd. in a
comprehensive service bundle.
About Cuentas
Headquartered in Miami, Florida, Cuentas, Inc. --
http://www.cuentas.com-- is creating an alternative financial
ecosystem for the growing global population who do not have access
to traditional financial alternatives. The Company's proprietary
technologies help to integrate FinTech (Financial Technology),
e-finance and e-commerce services into solutions that deliver next
generation digital financial services to the unbanked, under-banked
and underserved populations nationally in the USA. The Cuentas
Platform integrates Cuentas Mobile, the Company's Mobile
Telecommunications solution, with its core financial services
offerings to help entire communities enter the modern financial
marketplace. Cuentas has launched its General Purpose Reloadable
(GPR) Card, which includes a digital wallet, discounts for
purchases at major physical and online retailers, rewards, and the
ability to purchase digital content.
Tel-Aviv, Israel-based Yarel + Partners, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated April 15, 2024, citing that the Company has incurred net
losses since its inception, and has not yet generated sufficient
revenues to support its operations. As of December 31, 2023, there
is an accumulated deficit of approximately $55 million and a
negative working capital of approximately $3 million. These
conditions, along with other matters, raise substantial doubt about
the Company's ability to continue as a going concern.
CVR PARTNERS: Moody's Affirms 'B1' CFR, Outlook Remains Stable
--------------------------------------------------------------
Moody's Ratings affirmed all ratings for CVR Partners, LP;
including the B1 Corporate Family Rating, its B1-PD probability of
default rating and the B1 senior secured notes rating. Moody's also
downgraded CVR's speculative grade liquidity rating to SGL-2 from
SGL-1. The outlook remains stable.
RATINGS RATIONALE
The B1 credit rating reflects CVR's small scale as measured by
revenues, concentration of earnings in two production facilities,
Coffeyville, Kansas and East Dubuque, Illinois, and expectations of
modest leverage and good interest coverage in 2024 and 2025 despite
an expected decline in fertilizer prices. Moody's expect leverage
to rise to around 4.0x in 2024 from 2.0x in 2023. However, Retained
Cash Flow/Debt ("RCF/Debt") and Free Cash Flow/Debt metrics will be
weak due to the MLP structure, ongoing distributions and increased
capital expenditures to support a number of growth projects. The
rating is constrained by limited operational diversity, somewhat
offset by the advantaged location of its facilities. CVR benefits
from its geographic footprint with access to the Corn Belt, through
the East Dubuque site location, as well as the Southern plains, via
the Union Pacific and BNSF rail lines from the Coffeyville site.
Despite having only two production sites, CVR benefits from its
back integration into ammonia production and diversity of supply
though the Coffeyville facility faces higher costs when the
Coffeyville refinery cannot fully supply its feedstock needs. The
economics of ammonia production at this site depends on the
long-term profitability and continued viability of the refinery,
however, should the refinery stop operations, CVR believes it can
replace the lost pet coke supply from third parties and it could
also be converted to natural gas, though additional capital
investment will be required. Concentration of sales in commodity
nitrogen fertilizers, limited growth prospects, seasonality and
exposure to adverse weather are constraining factors for the
rating.
The stable outlook reflects Moody's expectations that credit
metrics will decline due to weaker fertilizer prices but remain in
the range supportive of the current rating over the next 12 to 18
months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A further rating upgrade is remote at this time, given the
company's small scale, limited operational diversity and the
limited financial flexibility created by the MLP structure. In
addition, current fixed capital structure, which will result in
leverage metrics above 6 times during the trough of the cycle.
Moody's could consider an upgrade if the company further lowers
debt or improves its business profile or earnings diversity while
maintaining strong credit metrics.
Moody's could downgrade the rating if credit metrics deteriorate
such that Debt/EBITDA is consistently above 5.5x and
EBITDA/Interest declines below 2x. Moody's could also downgrade the
rating if the company increases debt to pursue growth projects, if
unplanned outages become an ongoing issue for the company or if
there are significant changes in its key raw material supplier
Coffeyville refinery.
LIQUIDITY
CVR's SGL-2 speculative grade liquidity rating indicates
expectations of good liquidity over the next 12 to 18 months,
supported by cash balances, projected operating cash generation and
full availability under its $50 million ABL revolver due on
September 28, 2028. The company had $65 million of cash on hand as
of March 31, 2024. Moody's do not expect the company to use the
revolver, with the exception of possible support for seasonal
working capital needs. The revolver has a springing fixed charge
coverage ratio of 1.0x if availability falls below 10% or $5
million and Moody's do not expect the covenant to be tested. All
assets are encumbered by the revolver and the notes.
CVR, a Delaware limited partnership headquartered in Sugar Land,
Texas, is a producer of nitrogen fertilizer products, principally
Ammonia and UAN. CVR is a public variable distribution master
limited partnership (ticker: UAN) which is 37% owned by CVR Energy,
Inc., a publicly traded company, which is 66% owned and controlled
by Carl C. Icahn through Icahn Enterprises L.P. CVR has two
operating facilities located in Coffeyville, Kansas and East
Dubuque, Illinois. CVR had revenues of $583 million for the twelve
months ending March 31, 2024.
The principal methodology used in these ratings was Chemicals
published in October 2023.
CWI CHEROKEE: Asset Sale Proceeds to Fund Plan Payments
-------------------------------------------------------
CWI Cherokee LF, LLC filed with the U.S. Bankruptcy Court for the
Northern District of Georgia a Disclosure Statement for Chapter 11
Plan dated May 20, 2024.
The Debtor is an Alabama limited liability company formed on
January 31, 2020. The sole member of Debtor is CWI Alabama Member,
LLC, a Georgia limited liability company.
The Debtor was formed to operate waste disposal facilities and
related assets, including that certain landfill located at 1750
Cane Creek Road, Cherokee, Alabama (the "Landfill"), a waste
transfer station in or around Muscle Shoals, Alabama (the "Shoals
Transfer Station"), and a waste transfer station in or around
Huntsville, Alabama (the "Huntsville Transfer Station").
On or about February 27, 2023, the Alabama Department of
Environmental Management ("ADEM") issued a Cease and Desist Order
prohibiting Debtor from accepting new waste at the Landfill until
certain metrics had been achieved, including a reduction in
Leachate levels at the Landfill. Shortly thereafter, the Authority
petitioned the Circuit Court of Colbert County, Alabama to appoint
a receiver over the Landfill. The instant bankruptcy case was filed
on March 7, 2023.
On September 12, 2023, the Court entered the Sale Order. Pursuant
to the Sale Order, on October 12, 2023, Debtor sold the Landfill
and related assets on the terms approved by the Court, receiving,
inter alia, proceeds in the amount of $4,880,000.
At or around closing, Debtor distributed $575,959.41 to B. Riley
Financial Services, Debtor's Investment Banker, as approved in the
order approving its employment, $622,987.72 to Komatsu Financial
Limited Partnership, $148,740.52 to Caterpillar Financial Services,
and a total of $2,517,284.59 to certain other parties – i.e., the
holders of Class V Claims – in accordance with the APA and the
Sale Order.
Despite marketing the Sublease with the Landfill, Debtor did not
receive any offers for the Sublease and its subsequent efforts to
sell the sublease were unsuccessful. Consequently, the Sublease was
deemed rejected by operation of Section 365(d)(4)(A) of the
Bankruptcy Code.
As a result, the Debtor is not an operating business. Accordingly,
Debtor anticipates little or no operating revenue in the future.
The Debtor's only remaining, known assets are the funds from its
operating account, including receivables which have been or are
being collected, and the proceeds of sale.
Class VI consists of the unsecured claims of Todd Moreland,
Marshall Roberts, Brook Smith, Wesley S. Shafto, Proof of Claim No.
22, Bill Cohen, 10 Kings, LLC, Derek Griffin, Brickstone Fund, AJ
Equity Group, LLC, Proof of Claim No. 5, and Fundamental Capital
LLC, Proof of Claim No. 20. Pursuant to the Sale Order, the Class
VI Claims have been paid from the proceeds of sale. Class VI Claims
are not entitled to any further payments under the Plan and any
further claims of holders of Class VI Claims against the estate,
including Proofs of Claim No.'s 5, 10, 20 and 22, are disallowed.
Class VII consists of the unsecured Claim of the Authority, Proof
of Claim No. 25. Pursuant to the Sale Order, the Class VII Claim
has been released. Class VII claims are not entitled to any further
payments under the Plan and the claim is disallowed.
Class VIII consists of all Allowed Claims of general unsecured
claimants which are not provided for in any other class. Allowed
Class VIII Claims shall be paid from the remaining funds of the
Debtor after payment of Allowed Class I and Allowed Class II
Claims, up to 100% of the allowed claim, within the later of (a) 15
days from the payment of Class I and II Claims, or (b) if any
motion, contested matter, appeal, or other proceeding seeking
allowance or disallowance of a Class I Claim or Class II Claim is
pending on the day which is 16 days from the Effective Date of the
Plan, fifteen days from the final allowance or disallowance of any
such Class I or Class II Claims.
Class IX consists of the unsecured Claims of Stephen E. Witmer, CWI
Alabama, LLC, CWI Enterprises, LLC, and CWI Transfer HSV, LLC (the
"Witmer Party Claims"). Class IX claims shall be paid on a pro-rata
basis from any funds held by the Debtor as of the date of the
payment of Allowed Class VIII Claims in full, up to 100% of the
allowed amounts of their claims, within 15 days from the payment of
all Allowed Class VIII Claims.
Class X consists of CWI Alabama Member, LLC's equity interest in
Debtor. Class X Interest shall not be entitled to any distribution
unless and until Allowed Class I, II, VIII, and XI Claims are paid.
To the extent all such claims are paid, Class X Interests shall
retain their interest in the Reorganized Debtor.
The Debtor asserts that under this Plan all creditors will receive
equal to or more than they would receive upon liquidation in a case
under Chapter 7 of Title 11. Debtor's primary assets have been
liquidated and the Plan proposes a distribution of remaining
liquidation proceeds in accordance with the priority scheme of the
Bankruptcy Code, Section 726 which Debtor anticipates will pay all
non-insider creditors in full.
A full-text copy of the Disclosure Statement dated May 20, 2024 is
available at https://urlcurt.com/u?l=lZwiOa from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
John H. Christy, Esq.
Jonathan A. Akins, Esq.
Schreeder, Wheeler & Flint, LLP
1100 Peachtree Street NE, Suite 800
Atlanta, GA 30309
Tel: 404-681-3450
Email: jchristy@swfllp.com
About CWI Cherokee LF
CWI Cherokee LF, LLC, is an Atlanta-based company that provides
waste treatment and disposal services.
CWI Cherokee LF filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
23-52262) on March 7, 2023, with $10 million to $50 million in both
assets and liabilities.
Judge Sage M. Sigler oversees the case.
John A. Christy, Esq., at Schreeder, Wheeler & Flint, LLP, is the
Debtor's counsel.
CYBERJIN LLC: Seeks to Hire Buddy D. Ford, P.A. as Attorney
-----------------------------------------------------------
Cyberjin, LLC seeks approval from the U.S. Bankruptcy Court for the
Middle District of Florida to hire to employ Buddy D. Ford, P.A. as
attorney.
The firm's services include:
a. analyzing the financial institution situation, and
rendering advice and assistance to the Debtor in determining
whether to file a petition under Title 11, United States Code;
b. advising the Debtor with regard to the powers and duties
of the Debtor-in-Possession in the continued operation of the
business and management of the property of the estate;
c. preparing and filing of the petition, schedules of assets
and liabilities, statement of affairs, and other documents required
by the Court;
d. representing the Debtor at the Section 341 Creditor's
meeting;
e. giving the Debtor with respect to its responsibilities in
complying with the United States Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
g. preparing, on behalf of you applicant, necessary motions,
pleadings, applications, answers, orders, complaints, and other
legal papers and appear at hearings thereon.
h. protecting the interest of the Debtor in all matters pending
before the Court;
i. representing the Debtor in negotiation with its creditors in
the preparation of the Chapter 11 Plan; and
j. performing all other legal services for Debtors as
Debtor-in-Possession which may be necessary herein, and it is
necessary for Debtor as Debtor-in-Possession to employ this
attorney for such professional services.
The firm will be paid at these rates:
Buddy D. Ford $450 per hour
Senior Associates $400 per hour
Junior Associate Attorneys $350 per hour
Senior Paralegal Services $150 per hour
Junior Paralegal Services $100 per hour
The firm received from the Debtor a retainer in the amount of
$21,807.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Buddy D. Ford, Esq., a partner at Buddy D. Ford, P.A., disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Buddy D. Ford, Esq.
Buddy D. Ford, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: (813) 877-4669
Fax: (813) 877-5543
Email: All@tampaesq.com
About Cyberjin, LLC
Cyberjin, LLC filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-03129) on
May 31, 2024, listing $120,092 in assets and $1,258,248 in
liabilities. The petition was signed by Alexander Rolintis as
manager.
Judge Roberta A. Colton presides over the case.
Buddy D. Ford, Esq. at BUDDY D. FORD, P.A. represents the Debtor as
counsel.
DANLON INC: Hires Goe Forsythe & Hodges as Bankruptcy Counsel
-------------------------------------------------------------
Danlon, Inc., dba Wang's in the Desert, seeks approval from the
U.S. Bankruptcy Court for the Central District of California to
hire Goe Forsythe & Hodges, LLP as its general bankruptcy counsel.
The Debtor requires legal counsel to:
a. advise and assist Debtor with respect to compliance with
the requirements of the United States Trustee;
b. advise Debtor regarding matters of bankruptcy law,
including the rights and remedies of Debtor with respect to its
assets and with respect to the claims of creditors;
c. advise Debtor regarding assumption and rejection of
executory contracts and leases;
d. represent Debtor in any proceedings or hearings in the
Bankruptcy Court where Debtor's rights under the Bankruptcy Code
may be litigated or affected;
e. conduct examinations of witnesses, claimants, or adverse
parties and to prepare and assist in the preparation of reports,
accounts, and pleadings related to this chapter 11 case;
f. advise Debtor concerning the requirements of the Bankruptcy
Court and applicable rules as the same affect Debtor in this
proceeding;
g. assist Debtor in negotiation, formulation, confirmation,
and implementation of a chapter 11 plan of reorganization;
h. make any bankruptcy court appearances on behalf of Debtor;
and
i. take such other action and perform such other services as
Debtor may require of the Firm in connection with this chapter 11
case.
The firm will be paid at these rates:
Attorneys $375 to $695 per hour
Of Counsel $450 to $625 per hour
Paralegals $195 to $225 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received a pre-bankruptcy retainer of $35,000.
Robert Goe, Esq., a partner at Goe Forsythe & Hodges, disclosed in
a court filing that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Robert P. Goe, Esq.
GOE FORSYTHE & HODGES, LLP
17701 Cowan, Suite 210
Irvine, CA 92614
Tel: (949) 798-2460
Fax: (949) 955-9437
Email: rgoe@goeforlaw.com
About 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.
DARE BIOSCIENCE: All Five Proposals Approved at Annual Meeting
--------------------------------------------------------------
At the annual meeting of stockholders of Dare Bioscience, Inc. held
on June 5, 2024, the company's stockholders:
(1) elected Jessica D. Grossman, M.D. and Susan L. Kelley, M.D.
as Class I directors to hold office until its 2027 annual
meeting of stockholders, and until their successors are duly
elected and qualified;
(2) ratified the appointment of Haskell & White 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 compensation of the
Company's named executive officers as disclosed in the Proxy
Statement;
(4) approved the grant of discretionary authority to the
Company's
board of directors to file, should it elect to do so, a
certificate of amendment to the Company's restated
certificate
of incorporation, as amended, to effect a reverse split of
the
Company's issued common stock without reducing the authorized
number of
shares of its common stock at a ratio that is not less than
1-
for-2 and not greater than 1-for-12, with the exact ratio to
be selected by its board of directors in its discretion and
to
be effected, if effected at all, in the sole discretion of
its
board of directors, at any time before June 5, 2025 without
further approval or authorization of its stockholders; and
(5) approved the adjournment of the Meeting, if necessary or
advisable, to solicit additional proxies in favor of Proposal
4 if there were not sufficient votes to approve Proposal 4.
About Dare Bioscience
Dare Bioscience is a biopharmaceutical company committed to
advancing innovative products for women's health. The Company's
mission is to identify, develop and bring to market a diverse
portfolio of differentiated therapies that prioritize women's
health and well-being, expand treatment options, and improve
outcomes, primarily in the areas of contraception, vaginal health,
reproductive health, menopause, sexual health and fertility.
Irvine, California-based Haskell & White LLP, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated March 28, 2024, citing that the Company has recurring losses
from operations, negative cash flow from operations and is
dependent on additional financing to fund operations. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
DCG ACQUISITION: S&P Alters Outlook to Positive, Affirms 'B-' ICR
-----------------------------------------------------------------
S&P Global Ratings revised the outlook to positive from negative on
DCG Acquisition Corp. (doing business as Dubois Chemicals). S&P
affirmed the 'B-' issuer credit rating on the company. S&P also
affirmed the 'B-' issue-level rating and '3' (rounded estimate:
60%) recovery rating on the company's first-lien secured term
loan.
At the same time, S&P affirmed the 'CCC' issue-level rating and '6'
(rounded estimate: 0%) recovery rating on the company's second-lien
secured term loan.
S&P said, "The positive outlook reflects our expectation that
DuBois' credit metrics will continue to be strong for the current
rating over the next 12 months. We believe the company's financial
policies will continue to support an improvement in its credit
measures and expect that its debt to EBITDA will be in the
5.5x-6.5x range over the next year."
The outlook revision follows stronger-than-expected operating
results in the second half of 2023 and first quarter of 2024 and
our expectations for improved performance in 2024.
Dubois improved its performance over the past couple of quarters
through cost-saving initiatives and lower raw material costs. S&P
said, "We now anticipate credit metrics will be at the strong end
of the rating over the next year. Specifically, we project S&P
Global Ratings-adjusted debt to EBITDA of 5.5x-6.5x during the next
12 months. Stronger-than-expected performance was driven by mergers
and acquisitions and price increases across the portfolio; however,
this was partially offset by lower volumes in oil and gas and the
order pattern driven by the timing of the 2024 price increase.
Despite a slight volume contraction in the first quarter of 2024,
we anticipate modest growth in the second half of the year."
S&P anticipates Dubois will continue to generate positive free cash
flow this year.
Dubois has been able to generate positive free cash flow during the
first quarter of 2024. Moreover, the company improved both its
material and gross profit margins due to lower raw material costs
and productivity gains in the supply chain. S&P expects overall
demand for the second half of 2024 to remain somewhat resilient as
raw material costs continue to normalize.
S&P continues to assess DuBois' business risk as weak.
The company derives almost all its revenue and earnings from North
America and maintains small market shares in its end markets.
Furthermore, in certain markets, it competes with larger,
financially stronger companies that may view those spaces as less
attractive in terms of profitability, entry barriers, or market
size. These companies could provide significant competition in the
longer term if DuBois' niche markets become more attractive. The
company's strong customer diversity partially offsets these risk
factors. S&P views DuBois' EBITDA margins as average relative to
those of its specialty chemicals direct peers and supported by its
track record of achieving its targeted synergies from tuck in
acquisitions.
Over the past few years, the company has increased its share in the
niche middle-market space via small tuck-in acquisitions and cross
selling to its customer base. S&P believes DuBois will continue
focusing on growth through tuck-in acquisitions, innovation, and
new product introductions.
S&P said, "The positive outlook on DuBois reflects our expectation
that its credit metrics will remain at the high end of the rating
due to positive pricing actions and cost-saving initiatives over
the next 12 months. The company will continue to benefit from lower
raw material costs and modest demand growth in the second half of
2024, which will support its current credit metrics and liquidity.
However, we do note that Dubois has relatively high interest costs
compared with peers of a similar size. In our base case forecast,
we assume modest organic revenue growth in 2024 bolstered by
moderate acquisition activity. We also assume DuBois will improve
its margin profile as the result of continued price increases and
cost savings. We expect the company to remain highly leveraged,
with weighted-average debt to EBITDA in the 5.5x-6.5x range. We do
not forecast any significant refinancing risk because DuBois'
nearest maturity is its revolving credit facility due June 2026.
"We could revise the outlook to stable over the next 12 months if
Dubois experienced a weaker-than-expected recovery in its
end-market demand or was unable to successfully pass on price
increases to its customers, which could cause its debt to EBITDA to
weaken to above 7.5x on a sustained basis. We could also consider
revising the rating outlook on the company if its liquidity sources
materially deteriorated to less than 1.2x its uses over the next 12
months or it completed a large debt-funded acquisition or dividend
recapitalization. Moreover, DuBois could draw on its revolver,
which would lead to a reduction in the cushion under its
covenants.
"We could raise our rating on DuBois in the next 12 months if its
operating performance were in line with our heightened expectations
such that its pro forma debt leverage remained below 6.5x on a
sustained basis due to continued improvement in its EBITDA margins
relative to our base case. We would also require the company to
commit to financial policies that would support its maintenance of
its credit measures at these levels after factoring in its growth
initiatives. In addition, to raise our rating on Dubois, we would
expect the company to successfully refinance its first-lien term
loan before it becomes current in September 2025."
DELTA 3 SOLUTIONS: Seeks to Hire Feher Law as Bankruptcy Counsel
----------------------------------------------------------------
Delta 3 Solutions LLC seeks approval from the US Bankrutpcy Court
for the Middle District of Florida to hire Feher Law, P.L.L.C. as
its counsel.
The firm will render these services:
a. give advice to the Debtor with respect to its powers and
duties as a Debtor and Debtor-in-Possession;
b. take all necessary actions to protect and preserve the
estate of the Debtor;
c. advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
d. prepare motions, pleadings, orders, applications, adversary
proceedings, and other legal documents necessary in the
administration of the case;
e. protect the interest of the Debtor in all matters pending
before the court; and
f. represent the Debtor in negotiation with its creditors in
the preparation of a Chapter 11 plan.
Feher Law's currently hourly rates are $300 per hour for attorneys
and $85 for legal assistants.
Feher Law, P.L.L.C. is a disinterested party, as disclosed in the
court filings.
The firm can be reached through:
Kristina E. Feher, Esq.
Feher Law, P.L.L.C.
1275 66th Street N., #40042
St. Petersburg, FL 33743
Tel: (727) 359-0367
About Delta 3 Solutions LLC
Delta 3 Solutions is a total solutions partner with a focus on
technical surveillance products and services, as well as
operational sustainment, support, and training.
Delta 3 Solutions LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
24-03171) on June 1, 2024, listing $208,308 in assets and
$1,223,319 in liabilities. The petition was signed by Michael
Brantley as CEO/president.
Kristina Feher, Esq. at FEHER LAW, P.L.L.C. represents the Debtor
as counsel.
E.W. SCRIPPS: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed The E.W. Scripps Company's (Scripps)
Long-Term issuer Default Rating (IDR) at 'B', its senior secured
issue at 'BB'/'RR1', and Scripps' senior unsecured issue ratings at
'B+'/'RR3'. The Rating Outlook is Stable.
The rating affirmation and Stable Outlook consider the elevated
two-year average EBITDA leverage, attributed to an extended
advertising recession in 2023 and increased operating costs during
a non-political year. These challenges are balanced by the
company's disciplined approach to debt reduction, which has been
consistent over the past two years. The ratings also consider
management's strategic initiatives, including deferring cash
dividends to preferred shareholders and executing a comprehensive
reorganization plan, aiming to bolster its financial flexibility
and prioritization of debt repayment.
Fitch anticipates that Scripps will garner substantial benefits
from the current political year, projecting continued deleveraging
via FCF and margin improvements, coupled with an adequate financial
policy.
KEY RATING DRIVERS
Proactive Deleveraging Strategy and Financial Policy: Over the last
two years, the company has proactively launched a number of
initiatives to overcome the linear advertising recession and
industry headwinds seen in 2023 that impacted revenue generation
and margins. This includes a restructuring and reorganization plan
looking to streamline and consolidate its cost structure aiming to
enable about $40 million dollars in run-rate savings (about $20
million were already achieved in 2023), and debt repayment using
excess cash flow (about $140 million repaid over the last 18
months, aggregating over $880 million of debt repaid since 2021).
In 1Q24, Scripps elected to defer cash dividends to its preferred
shareholders, estimating savings of about $48 million per year, to
prioritize debt repayment and further deleveraging, evidencing
management commitment to continue advancing towards its net
leverage target of ~3.0x.
High Leverage with EBITDA Margins Under Pressure: Since acquiring
ION on Jan. 7, 2021 for $2.65 billion, Scripps has repaid ~$880
million of debt, exceeding Fitch's expectations. However, despite
the persistent debt repayment, Scripps faced significant margin
declines over the last year, as result of a longer than expected
advertising recession during a non-political year, impacting
digital and linear demand. This resulted in $415 million of
adjusted EBITDA with 18.1% margin, representing a notable decline
when compared to historical non-political years in the low twenties
percent of EBITDA margin, reflecting a higher than expected
two-year average EBITDA Leverage at 6.9x by the end of 2023.
Fitch expects Scripps' margin to return to its historical low to
mid-twenties percent margin during 2024, driven by this year's
presidential, gubernatorial and house elections and the results of
its restructuring plan. Fitch also expects that together with
further debt repayments, the two-year average EBITDA Leverage falls
back into sensitivities under 6.5x in the next twelve to 18
months.
Full-Scale National Television Network with a Solid Local Media
Platform: Following the acquisition of ION, Scripps realigned its
business model into three segments to create a full-scale national
television business: Scripps Networks (nine national multicast
networks and Newsy, a digital national news network), Local Media
(television stations), and Other. Scripps Network provides access
to national advertisers with its almost ubiquitous coverage of all
U.S. households through free over-the-air broadcast and various
free and subscription services. It also has higher operating
margins than Local Media. By the end of 2023, the company was able
to renew about 75% of its legacy pay TV households enabling a +40%
growth in net distribution dollars.
Advertising Exposure: Advertising revenues accounted for
approximately 68% of Scripps' L8QA total pro forma revenues
(excluding political), with local advertising comprising a
significant portion. Fitch believes Scripps is better positioned to
manage through weaker operating performance due to contractual
increases in retransmission revenues (around 30% of total revenues
in average, excluding political) and increasing exposure to
national advertising, balancing its television advertising
platform. While overall ad market expectations may improve, Fitch
expects legacy mediums to continue losing share to digital ones.
Recent Headwinds and Advertising Recession: The diversified media
industry has faced significant macroeconomic and operating
headwinds over the past four years. This culminated in a linear
advertising recession from 2H22 into 4Q23 and the writer's and
actor's strikes in 2023, which impacted content creation. The
introduction of multiple competing digital content distribution
platforms accelerated viewership fragmentation and was a further
drag on linear advertising. Although digital advertising has
recovered, linear weakness continued into 4Q23. Fitch expects
linear media, including cable networks, to recover slowly although
becoming increasingly hyper-cyclical and continue losing share to
digital.
Linear Network Secular Threats: Fitch's ratings recognize the
threats to linear cable networks as the long-term secular decline
of subscribers to multichannel video programming distributors
(MVPD) continues. Despite the relative strength of the networks'
content and franchises, Fitch expects cash flow generation and
margins will remain under long-term pressure. However, over the
near term these networks are likely to continue to benefit from
their dual-stream revenue profile and FCF generation
characteristics.
Consistent FCF generation: TV broadcasters typically generate
significant amounts of FCF due to high operating leverage and
minimal capex requirements. Historically, the company has generated
about $150 million in average over the last four years, with the
political years typically generating over $200 million per year,
expecting Scripps to continue generating positive FCF over the
rating horizon evidencing its robust local media distribution
capabilities and effective monetization of political advertising
dollars during 2024 through its network affiliates and national
networks.
DERIVATION SUMMARY
Scripps' rating reflects its smaller scale and higher leverage,
relative to the larger and more diversified media peers, such as
Paramount Global (BBB-/Negative) and Warner Bros. Discovery
(BBB-/Stable). Although Fitch views Scripps' enhanced scale and
diversification following the ION acquisition as credit positives,
Fitch expects total leverage to remain above Paramount Global and
Warner Bros. Discovery.
Scripps has a similar leverage profile as Gray Television Inc.
(Gray; BB-/Negative). However, Gray benefits from a television
station portfolio with stations ranked number one or number two in
89% of its markets and has significant exposure in political
battleground regions. Gray's EBITDA margins, in the low 30%
(two-year average), lead the peer group. By comparison, Fitch
expects Scripps' EBITDA margins will remain in the low to mid 20%
(even-odd year average).
KEY ASSUMPTIONS
- Core advertising declines to low-single digit in 2024, as a
result of a longer than expected recovery trend in the advertising
marketplace, rebounding in 2025 and 2026 at low single digits, and
then gradually growing at mid-single digits by the end of 2028
capitalizing on the operating resiliency of its local advertising
operations but also accounting for a higher demand from the
national advertising market;
- Political advertising revenue of approximately $260 million in
2024 (political revenue cycle), reflecting solid demand during the
presidential, gubernatorial and local elections in key markets of
the company. For 2026 and 2028, Fitch anticipates a similar amount
around $270 million per election year;
- Retrans and carriage revenue generation benefit from its solid
presence in the MVPDs market and the continuity of consent
agreements, and normalizing revenue growth at a low to mid-single
digits during the first years of the projection, gradually
declining at low single-digit pace during the last three years of
the projected horizon;
- Scripps Network revenue is assumed to grow at low -single digit
during the initial part of the projection but then gradually
declining at a low single-digit pace by the end of the projected
period driven by lower rate of renewal over the last three years of
the rating horizon;
- EBITDA margins fluctuate reflecting even year political revenues
but are expected to improve, due to a mix shift toward
higher-margin retransmission revenue and an improved cost-structure
resulting in a margin fluctuating around 18%-25% throughout the
rating horizon.
Other Assumptions
- $210 million of gross proceeds from the divestiture of certain
assets;
- Fitch assumes a significant allocation of SSP's FCF will be used
for debt repayment, in line with the company's intention to
proactively deleverage back to its target of net leverage ~3.0x
(excluding the preferred stock);
- Capex intensity at 3.0% of total revenue, annually;
- Preferred stock cash dividends deferred in 2024 but returning to
cash dividends in 2025 and going forward;
- The refinancing of the remainder of its outstanding Term B Loans
and its senior unsecured notes due 2027 with a new issuance of $800
million unsecured notes.
RECOVERY ANALYSIS
Key Recovery Rating Assumptions
The recovery analysis assumes that Scripps would be considered a
going-concern in bankruptcy and that the company would be
reorganized rather than liquidated. Fitch has assumed a 10%
administrative claim.
EBITDA: Scripps' going-concern EBITDA is based on pro forma LQ8A
EBITDA. Fitch then stresses operating performance by assuming an
economic downturn affecting revenue and operating profitability.
Fitch expects traditional mediums, including television, will again
be disproportionately impacted by the pullback in advertising.
Scripps benefits from a higher proportion of subscription revenues
(retransmission revenues) relative to the previous recessionary
period and does not expect political ad revenues to be impacted by
economic pressure.
Fitch updated Scripps' going-concern LQ8A EBITDA to $525 million
from $560 million to capture accelerated linear market share
declines driven by the advertising recession during 2023, which
Fitch doesn't expect the company to regain going forward.
Multiple: Fitch employs a 6x distressed enterprise value multiple
reflecting the value present in the company's FCC licenses in
small- and medium-sized U.S. markets. This multiple is roughly
in-line with the median telecom, media and technology emergence
enterprise value/EBITDA multiple of 5.5x.
The analysis also incorporates the following:
- Public trading enterprise value/EBITDA multiples typically from
8.0x to 11.0x;
- Recent M&A transaction multiples of 7.0x to 9.0x including
synergies. Gray Television acquired Raycom Media for $3.6 billion
in January 2019 including $80 million of anticipated synergies, or
7.8x. Apollo Global Management, LLC acquired Cox Media for $3.1
billion in February 2019 pre-synergies, or 9.5x. Nexstar Media
Group acquired Tribune Media Company in September 2019 for $7.2
billion, including the assumption of debt and $185 million of
outlined synergies, or 7.5x. Nexstar then sold 22 stations to three
buyers as required under the terms of the Tribune acquisition for a
blended 7.5x.
- Scripps announced the acquisition of 15 television stations from
Cordillera Communications in October 2018 for $521 million, or
8.3x, including $8 million in outlined synergies. Scripps announced
the acquisition of eight stations from Nexstar in March 2019 for
$580 million. The purchase price represented an 8.1x multiple of
average two-year EBITDA excluding the New York City CW affiliate,
WPIX.
Fitch estimates an adjusted, distressed enterprise valuation of
roughly $3.4 billion.
Debt: Fitch assumes a fully drawn revolver ($585 million) in its
recovery analysis as credit revolvers are tapped as companies are
under distress. Scripps had $2.1 billion in senior secured term
loans and notes, $818 million in unsecured debt, and $600 million
of preferred equity.
The recovery analysis results in a 'RR1' for secured first-lien
debt reflecting the superior seniority and ranking in the capital
structure, and the expectation of a full recovery, resulting in a
three-notch uplift from the IDR of 'B' to an issue-level rating of
'BB'.
The recovery analysis results in an 'RR3' for the senior unsecured
notes, reflecting an above average expected recovery, ending with a
one-notch uplift to an issue-level rating of 'B+'. Fitch does not
rate the preferred equity.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Two-year average EBITDA leverage sustained below 5.5x.
- Two-year average FCF/gross adjusted debt above 5%.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Two-year average EBITDA leverage sustained above 6.5x as a result
of incremental acquisition activity, shareholder friendly
activities or weaker than anticipated operating performance
including an acceleration in secular pressures;
- Two-year average FCF/gross adjusted debt falls below 2.5%.
LIQUIDITY AND DEBT STRUCTURE
Sufficient Liquidity: As of March 31, 2024, Scripps had $30 million
in cash and cash equivalents, and had approximately $288 million of
borrowing capacity (excluding LCs) under its recently upsized
revolver facility, resulting into an adequate liquidity position of
$318 million. After the full repayment of the Term Loan B due 2024
using capacity from the revolver, SSP has no material maturities
until 2026, when its $585 million revolver credit facility and the
term loan B1 due 2026 mature, aggregating approximately $1.0
billion in debt.
Fitch expects positive FCF generation averaging approximately $220
million p.a. over the rating horizon, assuming EBITDA margins in
the low to mid-twenties percent and relatively low capex
requirements around $80 million per year.
The company's revolving credit facility has a 5.0x maximum first
lien net leverage covenant which is tested only when there are
revolver borrowings outstanding (springing covenant). The covenant
steps down to 4.75x through Sept. 30, 2025, and then steps down to
4.50x thereafter. As of March 31, 2024, SSP complied with its
financial covenants.
ISSUER PROFILE
Scripps is the fourth-largest TV broadcaster in the U.S. with 60
stations in 40+ markets, serving audiences through a diversified
portfolio of local and national media brands.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
The E.W. Scripps
Company LT IDR B Affirmed B
senior secured LT BB Affirmed RR1 BB
senior
unsecured LT B+ Affirmed RR3 B+
EAB GLOBAL: S&P Rates New $997.5MM First-Lien Term Loan 'B-'
------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating to Avatar
Holdco LLC's wholly owned subsidiary EAB Global Inc.'s proposed
$997.5 million first-lien term loan loan due in 2028. The recovery
rating is '3', indicating its expectation of meaningful (50%-70%;
rounded estimate: 50%) recovery in the event of a payment default).
S&P's 'B-' issuer credit rating and stable outlook on Avatar are
also unchanged.
Avatar Holdco intends to use the proceeds from the first-lien term
loan, along with cash on hand, to pay down its existing first-lien
term loan and second-lien term loan (not rated). The transaction is
leverage neutral and favorable from a credit perspective because it
will lower Avatar's all-in borrowing costs.
S&P expects pro forma leverage of high-6x for fiscal 2024 (ending
June 2024) to stay the same, given the debt for debt transaction.
EAB benefits from a highly recurring and predictable revenue base;
however, we expect leverage to remain elevated and we are unlikely
to raise the rating within the next 12 months.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- The 'B-' issue-level rating and '3' recovery rating on the
senior secured term loan maturing 2028 (pro forma $997.5 million,
upsized from existing $877.5 million term loan) are unchanged. The
'3' recovery rating indicates S&P's expectation of meaningful
(50%-70%; rounded estimate: 50%) recovery in the event of a
default.
-- S&P's simulated default occurs in 2026 due to increased
competition that results in customer losses and pricing pressure;
operational missteps that lower customer renewal rates or increase
member-acquisition costs; inflation; and a slowdown in the U.S.
economy.
-- The debt is secured substantially by all the borrowers' and
guarantors' capital stock and tangible and intangible property
(subject to 65% of the voting stock of first-tier foreign
subsidiaries and other excluded assets). EAB Global Inc., a wholly
owned subsidiary of Avatar Holdco LLC, is the borrower of the
senior secured credit facilities.
-- S&P values EAB on a going-concern basis using a 6x multiple of
its projected emergence EBITDA. This is due to the company's
customer and user base, as well as its institutional knowledge and
technical expertise and growing U.S. education market.
-- Other default assumptions include an 85% draw on the revolving
credit facility; the spread on the revolving credit facility
increasing to 5% as covenant amendments are obtained; and all debt,
including six months of prepetition interest.
Simulated default assumptions
-- Simulated year of default: 2026
-- EBITDA at emergence: about $106 million
-- EBITDA multiple: 6x
Simplified Waterfall:
-- Gross recovery value: About $632.7 million
-- Net recovery value (after 5% administrative expenses): About
$601.1 million
-- Estimated first-lien debt: $1.1 billion
--Recovery expectations: 50%-70%; rounded estimate: 50%
*All debt claims include six months of prepetition interest.
EAST COAST WILDLIFE: Aaron Cohen Named Subchapter V Trustee
-----------------------------------------------------------
The U.S. Trustee for Region 21 appointed Aaron Cohen, Esq., a
practicing attorney in Jacksonville, Fla., as Subchapter V trustee
for East Coast Wildlife Rehabilitation Center, Inc.
Mr. Cohen will be paid an hourly fee of $315 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Cohen declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Aaron R. Cohen, Esq.
P.O. Box 4218
Jacksonville, FL 32201
Tel: (904) 389-7277
Email: aaron@arcohenlaw.com
About East Coast Wildlife Rehabilitation
East Coast Wildlife Rehabilitation Center, Inc. sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case
No. 24-02517) on May 20, 2024, with $500,001 to $1 million in
assets and $100,001 to $500,000 in liabilities.
Judge Lori V. Vaughan presides over the case.
Robert H. Zipperer, Esq., represents the Debtor as legal counsel.
ENCORE CAPITAL: Fitch Rates USD500MM Secured Notes Due 2030 'BB+'
-----------------------------------------------------------------
Fitch Ratings has assigned Encore Capital Group, Inc.'s
(BB+/Stable) USD500 million issue of 8.5% senior secured notes due
2030 (ISINs: US292554AR36, USU2915CAG51) a final rating of 'BB+'.
The final rating is in line with the expected rating Fitch assigned
to the notes on 13 May 2024 (see 'Fitch Rates Encore's 2030 Senior
Secured Notes 'BB+(EXP)').
KEY RATING DRIVERS
Equalised with Long-Term IDR: The senior secured notes are
guaranteed by most Encore group subsidiaries and rank equally with
other senior secured obligations, which comprise the majority of
Encore's debt. Consequently, the senior secured debt rating is
equalised with Encore's Long-Term Issuer Default Rating (IDR), as
Fitch expects average recoveries for the notes after accounting for
the smaller element of higher-ranking super-senior debt.
Limited Leverage Impact: Fitch understands the notes are
principally being used in the near term to reduce drawings under
the group's revolving credit facility, ahead of the intended
redemption in October of EUR350 million senior secured notes due
2025. Therefore, the refinancing has a limited net impact on
consolidated leverage, and extends the average tenor of the group's
borrowings.
Leading Franchise; Concentrated Activities: Encore's Long-Term IDR
reflects its leading franchise in the debt-purchasing sector, its
experienced management team and its long-term profitability record.
The rating also takes into account the company's concentration of
activities within debt purchasing and the need to accommodate
wholesale market funding costs within profitable underwriting.
Fitch expects net leverage will remain at the upper end of
management's long-term guidance of 2x-3x in the near term while
portfolio purchasing exceeds recent years' levels.
For further details of the key rating drivers and sensitivities for
Encore's IDR, see 'Fitch Affirms Encore at 'BB+'; Outlook Stable',
dated 29 June 2023, on www.fitchratings.com)
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A sustained fall in cash collections, resulting in significantly
reduced earnings generation, material write-down of the value of
portfolio investments or cash-flow leverage consistently at the
upper end of management's target range for net debt/adjusted EBITDA
of 2x-3x.
- A material adverse operational event or regulatory intervention
undermining franchise strength or business-model resilience.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Material growth in the company's tangible equity position, while
also maintaining cash-flow leverage consistently at the low end of
management's current guidance range.
DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS
DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES
The notes' rating is primarily sensitive to changes in Encore's
Long-Term IDR. Changes to Fitch's assessment of relative recovery
prospects for senior secured debt in a default (e.g. as a result of
a material shift in the proportion of Encore's debt which is either
unsecured or super-senior secured) could also result in the senior
secured debt rating being notched up or down from the IDR.
Date of Relevant Committee
27 June 2023
ESG CONSIDERATIONS
Encore Capital Group, Inc. has an ESG Relevance Score of '4' for
Customer Welfare - Fair Messaging, Privacy & Data Security due to
the importance of fair collection practices and consumer
interactions and the regulatory focus on them, particularly in the
US.
Encore Capital Group, Inc. has an ESG Relevance Score of '4' for
Financial Transparency due to the significance of internal
modelling to portfolio valuations and associated metrics such as
Estimated Remaining Collections.
These factors have a negative impact on the credit profile, and is
relevant to the rating[s] in conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
----------- ------ -----
Encore Capital
Group, Inc.
senior secured LT BB+ New Rating BB+(EXP)
ENERGY TRANSFER: Fitch Rates Proposed Jr. Subordinated Notes 'BB+'
------------------------------------------------------------------
Fitch Ratings has assigned a 'BBB' rating to Energy Transfer LP's
(ET) proposed offering of senior unsecured notes and assigned a
'BB+' rating to a proposed offering of junior subordinated notes.
Proceeds from the combined offering will be used for general
partnership purposes, including but not limited to the redemption
of all of the outstanding series A preferred units.
ET's rating is due to the partnership's track record of balancing
growth opportunities with credit-supportive policies and practices.
An example of this balanced approach is ET's use of common units to
pay a portion of the purchase price for WTG Midstream, LLC.
KEY RATING DRIVERS
Financial Policy: ET has a target leverage range of 4.0x to 4.5x.
Over a year ago, at the time of disclosing the full-year 2022
financial results, the company stated that 2022 leverage fell
within this range. This claim is supported by Fitch's calculation
of 4.2x leverage for that year. The company expressed at that time
(and after) that it expects to be at the lower end of this target
range in the future. Fitch forecasts 2024 leverage of approximately
4.0x.
Natural Gas: Two of the partnership's five segments transport
retail-quality natural gas, an energy source that has played a
large part in lowering the U.S. electricity sector's greenhouse gas
intensity in recent decades (including in 2023). The largest of
these two segments, Interstate Transportation and Storage, shows a
very steady EBITDA profile, and most of the EBITDA therein is from
charging tariff rates (under payment terms which are take-or-pay)
set by the U.S. Federal Energy Regulatory Commission (FERC). Fitch
regards FERC is one of the most effective and impartial regulatory
commissions in the U.S.
Fitch expects 1-in-10-year winter weather events to provide the
smaller (run-rate) natural gas segment, Intrastate Transportation
and Storage with meaningful upside (for consolidated results). In
2021, a 1-in-30-year (approximately) event helped ET significantly
outperform its original forecast for 2021. While 1-in-30-year
events do not in and of themselves factor much in credit quality,
what did factor in heavily was the solid execution the company
showed in running its network in highly challenging conditions.
Much of the Intrastate segment has networks that reach to the
vicinity of liquefied natural gas (LNG) export facilities. The
storage facilities in this segment are an asset class that in
recent years is showing improved profit potential compared with the
previous ten years (approximately) of low run-rate profits.
Deliberate Development of Large Projects: Across Fitch's midstream
coverage, large growth projects have been one of the challenges in
the last five years. Fitch judges that ET has been methodical and
deliberate in its approach to the risk posed by large and
technologically complex projects.
One example is Lake Charles LNG. ET acquired the Lake Charles LNG
import station in 2011 as part of its acquisition of Southern Union
Company. In 2017 ET announced that it was seeking to construct, as
a brownfield project, an export station at the Lake Charles site.
Over the next five years the company diligently pursued
construction contracts, commercial off-take agreements and
partnership relationships. This pursuit was on numerous occasions
publicly discussed as one where risk-mitigation and credit quality
would both be of high importance.
Unfortunately, in mid-2023 the Biden Administration placed an
obstacle in the way of further development of the station
(development is ongoing, but has been delayed by the government).
Though the company's deliberate pace of development caused, in
Fitch's view, Lake Charles to become vulnerable to regulatory
interference, overall Fitch considers Energy Transfer's relatively
cautious approach to this large project development to be a strong
credit-positive.
Reliable, Steady Volume Growth: Midstream companies customarily
have to spend pipeline capex 10 months-18 months in advance of new
planned wells drilled by their customers. Given this condition, the
previous era of overly-aggressive customer growth plans featured
many "busts" that hurt midstream companies. Steady growth helps one
of ET's largest segments, Midstream.
DERIVATION SUMMARY
Both ET and Enbridge (BBB+/Stable) are very large midstream
companies with no meaningful direct sensitivity to commodity
prices. Both companies have multiple business segments with
appreciable scale. Both companies have seen in the current
midstream landscape an opportunity for bolt-on acquisitions.
Enbridge has less volume risk than Energy Transfer, as Enbridge has
approximately 98% of cash flow coming from either regulatory rate
orders or long-term take pay contracts.
For 2023, Enbridge posted EBITDA leverage at approximately 4.9x,
whereas Fitch for 2024 forecasts Energy Transfer's to be
approximately 4.0x. Leverage at the two companies present a
meaningful delta from the perspective of the array of Fitch
leverage ranges in the investment-grade part of Fitch's coverage
universe. Enbridge is rated one notch higher than Energy Transfer
due to Enbridge having lower business risk, which more than offsets
ET's lower leverage.
KEY ASSUMPTIONS
- Fitch Price Deck except for natural gas in the 12 months of 2024
(2024 natural gas prices are assumed lower than the
late-2023-vintage price deck);
- Volume growth for the Midstream segments reflects the recent
trend in actual volumes;
- The Crude segment and the NGL & Refined Products segment have
continued organic EBITDA growth;
- 2024 capex higher than in 2023;
- Distribution growth of approximately 5% per year;
- Fitch Global Economic Outlook for Interest Rates.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- EBITDA leverage expected to be sustained below 3.5x;
- Significantly increasing the percentage of EBITDA from long-term
take-or-pay/minimum volume commitment contracts.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- EBITDA leverage expected to be above 4.5x for more than a
short-term interval;
- Unwillingness to fund growth capital needs in a credit-friendly
manner;
- A meaningful increase in business risk, e.g., sanctioning
(without typical risk mitigation practices) multiple high
complexity capex projects.
LIQUIDITY AND DEBT STRUCTURE
Liquidity Adequate: As of March 30, 2024, ET had no outstanding
borrowings on its $5 billion credit facility, with future available
borrowing capacity of $4.97 billion. The credit facility matures in
April 2027.
Pro forma for today's offerings at Fitch's estimates of closing
size, Fitch views consolidated debt coming due for the remainder of
2024 to be manageable. Further, amounts in future years, are also
manageable for ET to service.
ISSUER PROFILE
Energy Transfer LP is a U.S.-focused midstream company with a large
presence in all the hydrocarbons, i.e., crude oil, natural gas,
natural gas liquids (NGLs) and refined products.
SUMMARY OF FINANCIAL ADJUSTMENTS
As per Fitch's "Treatment and Notching of Hybrids in Non-Financial
Corporate and REIT Credit Analysis" sector-specific criteria, Fitch
treats the ET subordinated debt and preferred securities as 50%
debt and 50% equity. Referenced leverage metrics are adjusted as
follows: consolidated balances and flows are used; distributions
from investees accounted for under the equity method of accounting
are included in EBITDA; and equity earnings from these entities are
excluded. Fitch removes from ET EBITDA the net income attributable
to non-controlling interests. Fitch looks at a variety of leverage
calculations, but features the foregoing calculation in its
commentary.
DATE OF RELEVANT COMMITTEE
06 February 2024
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating
----------- ------
Energy Transfer LP
senior unsecured LT BBB New Rating
junior subordinated LT BB+ New Rating
ENERGY TRANSFER: S&P Rates Junior Subordinated Notes 'BB+'
----------------------------------------------------------
S&P Global Ratings assigned its 'BBB' issue-level rating to
Dallas-based midstream energy master limited partnership Energy
Transfer L.P.'s (ET) proposed senior unsecured notes due in 2029,
2034 and 2054. At the same time, S&P assigned a 'BB+' issue-level
rating to the partnership's proposed junior subordinated notes due
in 2054.
ET intends to use the net proceeds to partially finance the
acquisition of WTG Midstream Holdings LLC; to refinance debt,
including borrowings under its revolving credit facility; redeem
its outstanding Series A preferred units; and for general
partnership purposes. The Series A preferred units have an
aggregate liquidation preference of approximately $950 million.
S&P said, "We classify the series 2054 junior subordinated notes as
having intermediate equity content due to their subordination,
permanence, and optional deferability features. When calculating
ET's consolidated credit ratios, we will treat the issuance as 50%
equity.
"Although the subordinated notes are due in 30 years, we consider
2034 the effective maturity date for the notes. At that time, the
notes will receive minimal equity content because their effective
maturity will be less than 20 years."
EOS US FINCO: $534.7MM Bank Debt Trades at 20% Discount
-------------------------------------------------------
Participations in a syndicated loan under which EOS US Finco LLC is
a borrower were trading in the secondary market around 79.9
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $534.7 million Term loan facility is scheduled to mature on
October 9, 2029. The amount is fully drawn and outstanding.
EOS US Finco LLC is a hardware technology company based in the
United States.
EVENTIDE CREDIT: Seeks to Extend Plan Exclusivity to Jan. 3, 2025
-----------------------------------------------------------------
Eventide Credit Acquisitions, LLC asked the U.S. Bankruptcy Court
for the Northern District of Texas to extend its exclusivity
periods to file a plan of reorganization and obtain acceptance
thereof to January 3 and March 4, 2025, respectively.
The Debtor asserts that this case is sufficiently large and complex
to favor granting the Motion. Pursuant to the Local Rule, this case
qualifies as "complex case" because the total liabilities exceed
$25 million. The case also qualifies as a "mega case" under General
Order 2022-02 because the assets and liabilities exceed $50
million. The case is being treated as "mega case" in this
District.
The Debtor further asserts that the company and its professionals
are actively evaluating the best course of action for a plan in
this case and attempting to negotiate with its major creditors. The
Debtor, the Consumer Borrowers, and the other Settlement Parties
have executed a stipulation and settlement agreement which, upon
the happening of certain contingencies set forth in the stipulation
and settlement agreement, could resolve the Consumer Borrower
Claims and matters relating to the Unknown Borrowers.
The Debtor claims that it has demonstrated reasonable prospects for
filing a viable plan in this case by retaining professionals to
assist it in proposing a course of action that maximizes benefit to
the creditors. Resolving Big Picture's appeal, obtaining turnover
on the Note, and resolving the claims of the Consumer Borrowers and
Unknown Borrowers will enable the Debtor to successfully file and
confirm a plan of reorganization. Eventide has made substantial
progress to date formulating a plan but requires additional time to
complete this task.
The Debtor explains that resolution of its turnover claims against
Big Picture and the potential resolution of the Consumer Borrower
Claims through the proposed stipulation and settlement agreement
are critical contingencies, the resolution of which will impact the
Debtor's formulation of a plan. Additional time is needed for both
matters to be resolved. This is particularly true in light of the
Stay Order, which stays the Debtor from proceeding forward in the
Adversary Proceeding.
Eventide Credit Acquisitions, LLC is represented by:
Jeff Prostok, Esq.
Suzanne K. Rosen, Esq.
FORSHEY & PROSTOK, LLP
777 Main Street, Suite 1550
Fort Worth, TX 76012
Tel: 817-877-8855
Email: jprostok@forsheyprostok.com
srosen@forsheyprostok.com
- and -
Robin Phelan, Esq.
PHELANLAW
4214 Woodfin Drive
Dallas, TX 75220
Tel: 214-704-0222
Email: robin@phelanlaw.org
About Eventide Credit Acquisitions
Eventide Credit Acquisitions, LLC, a Dallas-based company, filed
voluntary Chapter 11 petition (Bankr. N.D. Tex. Lead Case No.
23-90007) on Sept. 6, 2023.
On October 9, 3023, its affiliate, BWH Texas LLC, filed its
voluntary petition for relief under Subchapter V of Chapter 11 of
the Bankruptcy Code. In the petition signed by Matt Martorello,
manager, Eventide Credit disclosed up to $100 million in both
assets and liabilities.
Judge Mark X. Mullin oversees the cases.
The Debtors tapped Forshey Prostok as bankruptcy counsel and
Donlin, Recano & Company, Inc. as notice, claims and balloting
agent.
EVOFEM BIOSCIENCES: Reports Net Loss of $4.8MM in Q1 2024
---------------------------------------------------------
Evofem Biosciences, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $4.8 million on $3.6 million of net sales for the three months
ended March 31, 2024, compared to a net loss of $2.4 million on
$5.8 million of net sales for the three months ended March 31,
2023.
The Company anticipates it will continue to incur net losses for
the foreseeable future. According to management estimates,
liquidity resources as of March 31, 2024 were not sufficient to
maintain the Company's cash flow needs for the next 12 months.
If the Company is not able to obtain the required funding through a
significant increase in revenue, equity or debt financings, license
agreements for Phexxi, the Company's first commercial product, in
the U.S. or foreign markets, or other means, or is unable to obtain
funding on terms favorable to the Company, or if there is another
event of default affecting the notes payable, there will be a
material adverse effect on commercialization operations and the
Company's ability to execute its strategic development plan for
future growth. If the Company cannot successfully raise additional
funding and implement its strategic development plan, the Company
may be forced to make further reductions in spending, including
spending in connection with its commercialization activities,
extend payment terms with suppliers, liquidate assets where
possible at a potentially lower amount than as recorded in the
condensed consolidated financial statements, suspend or curtail
planned operations, or cease operations entirely. Any of these
could materially and adversely affect the Company's liquidity,
financial condition and business prospects, and the Company would
not be able to continue as a going concern.
As of March 31, 2024, the Company has $8.2 million in total assets,
$74.2 million in total liabilities, $4.64 million in commitments
and contingencies and $70.7 million total stockholders' deficit.
A full-text copy of the Company's Form 10-Q is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1618835/000149315224019428/form10-q.htm
About Evofem
Evofem Biosciences, Inc. is a San Diego-based commercial-stage
biopharmaceutical company with a strong focus on innovation in
women's sexual and reproductive health.
As of December 31, 2023, the Company had $10.6 million in total
assets, $72.5 million in total liabilities, $4.6 million in
commitments and contingencies, and $66.5 million in total
stockholders' deficit.
Walnut Creek, Calif.-based BPM, LLP, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
March 26, 2024, citing that the Company has suffered recurring
losses from operations, negative cash flows from operations since
inception, has received a notice of default for its convertible
notes, and does not have sufficient capital to repay such
obligations, which are now currently due and has a net capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.
EVOKE PHARMA: Regains Compliance With Nasdaq Equity Requirement
---------------------------------------------------------------
Evoke Pharma, Inc., disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on June 4, 2024, it was
formally notified that the Nasdaq Hearings Panel of the Nasdaq
Stock Market LLC determined that the Company has regained
compliance with the minimum stockholders' equity requirement of
$2.5 million under Nasdaq Listing Rule 5550(b)(1). Pursuant to
Nasdaq Listing Rule 5815(d)(4)(A), the Company will be subject to a
discretionary panel monitor through June 4, 2025. If, within that
one-year monitoring period, the Company fails to maintain
compliance with any Nasdaq continued listing requirement, the
Listing Qualifications Staff of Nasdaq will issue a Delist
Determination Letter, and the Company will have an opportunity to
request a new hearing with the initial Panel or a newly convened
Hearings Panel if the initial Panel is unavailable.
Notwithstanding Nasdaq Listing Rule 5810(c)(2), the Company will
not be permitted to provide the Staff with a plan of compliance
with respect to any deficiency that arises during the one-year
monitoring period, and the Staff will not be permitted to grant
additional time for the Company to regain compliance with respect
to any deficiency.
As previously disclosed, on May 24, 2023, the Company received a
letter from Nasdaq stating that the Company was not in compliance
with the Minimum Stockholders' Equity Rule. On March 18, 2024, the
Company announced that the Panel granted the Company's request to
continue its listing on the Nasdaq Capital Market, subject to the
Company filing a Form 10-Q on or before May 15, 2024, demonstrating
that, as of March 31, 2024, the Company is in compliance with the
Minimum Stockholders' Equity Requirement. On May 14, 2024, the
Company filed it's Form 10-Q reporting approximately $3.5 million
in stockholders' equity.
In addition, as previously disclosed, on Feb. 21, 2024, the Company
received a letter from Nasdaq indicating that, for the last 30
consecutive business days, the bid price for the Company's common
stock had closed below the minimum $1.00 per share requirement for
continued listing on The Nasdaq Capital Market under Nasdaq Listing
Rule 5550(a)(2). In accordance with Nasdaq Listing Rule
5810(c)(3)(A), the Company has been provided an initial period of
180 calendar days, or until Aug. 19, 2024, to regain compliance.
On May 22, 2024, the Company's stockholders granted authority to
the Company's board of directors to effect a reverse stock split of
the Company's outstanding common stock by amending its Amended and
Restated Certificate of Incorporation within one year, or by May
22, 2025, within a range of not less than one-for-two and not more
than one-for-twenty, if the board deems it within the Company's
best interest. The Company intends to effect a reverse stock split
to regain compliance with the Minimum Bid Price Requirement by Aug.
19, 2024.
About Evoke Pharma
Headquartered in Solana Beach, California, Evoke Pharma, Inc. --
http://www.evokepharma.com-- is a specialty pharmaceutical company
focused primarily on the development of drugs to treat GI disorders
and diseases. The company developed, commercialized and markets
GIMOTI,a nasal spray formulation of metoclopramide, for the relief
of symptoms associated with acute and recurrent diabetic
gastroparesis in adults.
San Diego, California-based BDO USA, P.C., the Company's auditor
since 2014, issued a "going concern" qualification in its report
dated March 14, 2024, citing that the Company has suffered
recurring losses and negative cash flows from operations since
inception. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
EXACTECH INC: $235MM Bank Debt Trades at 62% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Exactech Inc is a
borrower were trading in the secondary market around 38.4
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $235 million Term loan facility is scheduled to mature on
February 14, 2025. About $218.8 million of the loan is withdrawn
and outstanding.
Exactech, Inc. develops, manufactures, markets, and sells
orthopedic implant devices and related surgical instrumentation.
EXPEDITOR SYSTEMS: William Avellone Named Subchapter V Trustee
--------------------------------------------------------------
The U.S. Trustee for Region 11 appointed William Avellone of
Chartered Management as Subchapter V trustee for Expeditor Systems,
Inc.
Mr. Avellone will be paid an hourly fee of $375 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Avellone declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
William B. Avellone
Chartered Management
10 South Riverside Plaza, Suite 875
Chicago, IL 60606
Tel: (312) 273-4004
Email: bill.avellone@charteredmgt.com
About Expeditor Systems
Expeditor Systems, Inc. is a company in Carol Stream, Ill., engaged
in electrical equipment, appliance, and component manufacturing.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-07413) on May 17,
2024, with $1 million to $10 million in both assets and
liabilities. Igor Terletsky, president, signed the petition.
Judge Donald R. Cassling presides over the case.
John F. Hiltz, Esq., at Leibowitz, Hiltz & Zanzig, LLC represents
the Debtor as legal counsel.
EYENOVIA INC: Reports Net Loss of $10.9MM in Q1 2024
----------------------------------------------------
Eyenovia, Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting a net loss of $10.9
million on for the three months ended March 31, 2024, compared to a
net loss of $5.7 million for the three months ended March 31,
2023.
As of March 31, 2024, the Company had unrestricted cash and cash
equivalents of approximately $8.0 million and an accumulated
deficit of approximately $156.4 million. For the three months ended
March 31, 2024 and 2023, the Company used cash in operations of
approximately $9.9 million and $7 million, respectively.
The Company does not have recurring revenue and has not yet
achieved profitability. The Company expects to continue to incur
cash outflows from operations for the near future. The Company
expects that its research and development and general and
administrative expenses will continue to increase and, as a result,
it will eventually need to generate significant product revenues to
achieve profitability.
Implementation of the Company's plans and its ability to continue
as a going concern will depend on many factors, including the
Company's ability to successfully commercialize its products and
services, competing technological and market developments, and the
need to enter into collaborations with other companies, or acquire
other companies or technologies to enhance or complement its
product and service offerings. Additionally, the Company may need
to raise further capital, through the sale of additional equity or
debt securities. If the Company is unable to generate sufficient
recurring revenues or secure additional capital, it may be required
to curtail its research and development initiatives and take
additional measures to reduce costs in order to conserve its cash.
As of March 31, 2024, the Company has $26.2 million in total
assets, $24.4 million in total liabilities, and $1.8 million in
total stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1682639/000141057824000870/eyen-20240331x10q.htm
About Eyenovia, Inc.
New York, N.Y.-based Eyenovia, Inc., is an ophthalmic technology
company developing the Optejet delivery system for use both in
combination with its own drug-device therapeutic programs as well
as out-licensing for additional indications. Eyenovia's aim is to
improve the delivery of topical ophthalmic medication through
ergonomic design that facilitates ease-of-use and delivery of more
physiologically appropriate medication volume, with the goal to
reduce side effects and improve tolerability, and introduce digital
health technology to improve therapy compliance and ultimately
medical outcomes.
As of December 31, 2023, the Company had $28.8 million in total
assets, $19.8 million in total liabilities, and $9 million in total
stockholders' equity.
New York, N.Y.-based Marcum LLP, the Company's auditor since 2017,
issued a "going concern" qualification in its report dated March
18, 2024, citing that the Company has incurred significant losses
and needs to raise additional funds to meet its obligations and
sustain its operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
FCG ACQUISITIONS: Moody's Cuts Rating on 1st Lien Loans to B3
-------------------------------------------------------------
Moody's Ratings downgraded FCG Acquisitions, Inc.'s ("FCG" or "Flow
Control Group") senior secured first lien bank credit facilities
rating to B3 from B2. Moody's took no action on the B3 corporate
family rating, B3-PD probability of default rating, Caa2 senior
secured second lien bank credit facilities rating or stable
outlook.
The downgrade of the first lien securities to B3 from B2 reflects
the proposed $100 million fungible first lien term loan add-on,
which will reduce the first loss absorption previously provided by
the second lien facility in a distressed scenario. The Caa2 senior
secured second lien rating also remained unchanged, reflecting the
potential for greater losses relative to the first lien debt in the
event of a restructuring. There was also no change to the B3 CFR,
B3-PD PDR, and stable outlook given that FCG's operating
performance and credit metrics remain in line with Moody's
expectations.
RATINGS RATIONALE
The B3 CFR reflects FCG's aggressive debt funded growth strategy
and modest free cash flow. FCG has completed 49 tuck-in
acquisitions since it was acquired by KKR in April 2021. The
company has not generated positive free cash flow in any year since
the LBO, though Moody's does expect an inflection point in fiscal
2024 ending June 30. Debt/EBITDA will remain high despite declining
from a current level of around 7.5 times towards 6.0 times over the
next 12-18 months.
FCG benefits from its long history as a value-added distributor of
highly engineered components to leading industrial customers in
North America representing a diverse range of end markets. FCG's
backlog provides short-term revenue visibility and good
profitability with EBITA margins expected to be around 10%. Moody's
expects liquidity to be adequate, with a modest cash balance and
positive free cash flow supported by pricing and cost reduction
initiatives.
The stable outlook reflects Moody's expectation that FCG will
continue to effectively manage its growth while maintaining
adequate liquidity and deleveraging the business towards 6.0 times
over the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company continues to
effectively manage its growth while sustaining debt/EBITDA below
5.5 times, generate EBITA margins in excess of 10%, improve
liquidity with sustained positive free cash flow or execute more
conservative financial policies.
The ratings could be downgraded if there are any significant
integration challenges, weakening of liquidity, significantly
higher debt, accelerated pace of debt-financed acquisitions or
distributions to owners.
The principal methodology used in these ratings was Distribution
and Supply Chain Services published in February 2023.
Flow Control Group, headquartered in Charlotte, North Carolina, is
a wholesale distributor of flow control and industrial automation
products and aftermarket services, benefiting from well-established
relationships concentrated in North American markets. The company's
generated $1.6 billion in revenue over the twelve months ending
March 31, 2024.
FGV FRESNO: Seeks to Hire Ross Wolcott Teinert as Special Counsel
-----------------------------------------------------------------
FGV Fresno, LP seeks approval from the U.S. Bankruptcy Court for
the Central District of California to employ Ross, Wolcott, Teinert
& Prout LLP as its special litigation counsel.
The firm will represent the Debtor with respect to the
investigation and prosecution of certain claims against third
parties, including (1) potential crossclaims in Case No.
19CECG03950, currently pending in Fresno Superior Court; and (2)
potential independent claims against Rodney Bernaldo and Ruanne
Bernaldo, individually and as trustees of the Bernaldo Family
Trust, DTD 5-14-12, as well as certain former tenants of Debtor.
The firm will be paid at these rates:
Partner $495 per hour
Associates $375 per hour
Paralegals $250 per hour
The firm has received a post-petition retainer in the amount of
$5,000.
Ross does not have an interest adverse to Debtor or the Estate,
according to court filings.
The firm can be reached through:
Andrew G. Prout, Esq.
ROSS, WOLCOTT, TEINERT & PROUT LLP
3151 Airway Ave Building S
Costa Mesa, CA 92626
Phone: (714) 444-3900
About FGV Fresno
FGV Fresno LP, a limited partnership in Irvine, Calif., is
primarily engaged in renting and leasing real estate properties.
FGV Fresno filed its voluntary petition for Chapter 11 protection
(Bankr. C.D. Calif. Case No. 23-10170) on Jan. 31, 2023, with $10
million to $50 million in assets and $1 million to $10 million in
liabilities. Judge Scott C. Clarkson oversees the case.
The Debtor tapped Robert P Goe, Esq., at Goe Forsythe & Hodges, LLP
as legal counsel.
FIRST EAGLE: Moody's Affirms 'Ba2' CFR, Outlook Remains Negative
----------------------------------------------------------------
Moody's Ratings has affirmed First Eagle Holdings, Inc's (FEH) Ba2
Corporate Family Rating and its Ba2 senior secured bank credit
facility ratings. Moody's has also assigned a Ba2-PD probability of
default rating. The outlook remains negative.
RATINGS RATIONALE
The affirmation of First Eagle Holding's (FEH) Ba2 rating reflects
the company's track record as a leading global active equity
manager with strong long-term investment performance, improving
asset class and distribution channel diversification. The rating is
constrained by its modest scale, assets under management (AUM)
concentration, and high leverage.
The company's AUM mix continues to diversify with the firm's
extension into new investment capabilities such as small cap
equities, high-yield municipal bonds and private credit. The recent
acquisition of Napier Park further bolstered the company's credit
platform while also adding more long-duration client assets to its
AUM mix. During this time, the firm has also significantly expanded
its distribution headcount, which more than doubled during this
period to over 180 professionals. As a result of these strategic
investments, the firm's core Global Value strategy, which had
accounted for two-thirds of total AUM in 2018 is now less than half
of AUM, reducing concentration risk within the company's AUM and
revenue mix. The capital investment spend into diversifying the
company's product line and distribution has likely peaked, barring
any significant future acquisitions, and as result Moody's expect
to see future earnings growth accompanied by margin improvement due
to the operational leverage that is now in the business model.
The company's outlook remains negative. The main driver is the
company's leverage, which while improving, remains elevated (5.5x
as of Q1 2024) for its rating. Moody's do recognize that the
company is taking steps to strengthen its balance sheet including
the recent repayment of the high-cost private debt it issued in
connection with the Napier Park acquisition. Further, total net
outflows in prior years, which have been a drag on the company's
operating earnings, have turned positive in the past two years as
the company has delivered stronger investment performance in its
Global Value franchise and it has been generating increased net
inflows from its credit platforms such as the high yield municipal
bond franchise. The slowdown in the pace and size of strategic
investment spending is also likely to contribute organic
deleveraging.
The negative outlook was established a year prior in 2023. Factors
that could shift the outlook back to stable include: 1) a clearer
financial strategy regarding capital allocation decisions between
dividends versus debt repayment, 2) continued organic deleveraging,
and 3) sustained positive inflows.
FACTORS THAT CAN LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Although less likely, FEH's ratings could be upgraded if: 1) Debt
to EBITDA (including Moody's standard adjustments) is sustained
below 3.5x; 2) Strong absolute investment performance combined with
organic AUM growth; 3) Diversification of asset mix as a result of
asset raising in new products.
Conversely, FEH's ratings could be downgraded if: 1) Leverage is
sustained above 5.0x debt to EBITDA (including Moody's standard
adjustments); 2) Decrease in AUM arising from net outflows; 3)
Significant underperformance of the firm's two flagship funds
relative to their benchmarks; 4) Significant staff turnover,
particularly within the Global Value portfolio management team.
The principal methodology used in these ratings was Asset Managers
published in May 2024.
FORTRESS TRANSPO: Fitch Gives 'BB-(EXP)' Rating on $800MM Debt
--------------------------------------------------------------
Fitch Ratings expects to assign a 'BB-(EXP)' rating to Fortress
Transportation and Infrastructure Investors LLC's (FTAI LLC)
contemplated $800 million senior unsecured debt issuance. The fixed
rate of interest, maturity date and final issuance size will be
determined at the time of issuance. FTAI Aviation Ltd's (FTAI)
existing Fitch-rated Long-Term Issuer Default Rating (IDR) of
'BB-'/Stable is unaffected by this planned issuance.
KEY RATING DRIVERS
The expected senior unsecured debt rating is equalized with the
ratings assigned to FTAI LLC's existing senior unsecured debt, as
the new debt will be ranked equally in the capital structure. The
senior unsecured debt ratings are also equalized with FTAI's 'BB-'
Long-Term IDR, reflecting Fitch's expectation of average recovery
prospects under a stressed scenario given the availability of
unencumbered assets.
Proceeds from the planned issuance are expected to be used for
general corporate purposes, including the acquisition of Lockheed
Martin Commercial Engine Services (LMCES), the partial funding of
separation fees related to the recently announced termination of
FTAI's management agreement with Fortress Investment Group LLC
(FIG; BB/Stable) and the partial repayment on FTAI LLC's senior
unsecured notes maturing in 2027.
Proforma for the unsecured notes issuance, Fitch expects a net
increase in FTAI's outstanding debt (adjusted for 50% equity credit
for preferred share debt) of $320 million, with cashflow leverage
(gross debt to adjusted EBITDA) increasing to around 5.4x from 4.8x
for the trailing 12 months (TTM) ended 1Q24. Interest coverage
(adjusted EBITDA to interest expenses) is expected to remain
largely unchanged, at 3.4x for the TTM ended 1Q24.
FTAI plans to fund 50% of the $300 million management agreement
termination via an equity raise, however, based on Fitch's
estimates FTAI's adjusted tangible equity will still decline on a
pro forma basis from the negative $53 million reported at 1Q24 as
termination costs are fully expensed as a lump sum in 2Q24, with
the resulting net loss for the quarter eroding capital reserves.
While leverage exceeds Fitch's current downgrade trigger for
cashflow leverage of 5x on a sustained basis, deleveraging
potential over the near term is considered sound, as the LMCES
transaction is expected to support incremental earnings generation
for the aerospace product segment and the internalization will
result in a more favorable operating cost structure given the
absence of future management fee expenses. Fitch believes strategic
execution has been solid in recent quarters, with FTAI having
scaled its aerospace offering profitably and ahead of management
forecasts. However, failure to reduce cashflow leverage below 5x
and/or an inability to restore positive adjusted tangible equity
over the Rating Outlook horizon could result in negative rating
action.
FTAI's ratings remain supported by its market position as a niche
aviation lessor, focusing mainly on aged aircraft and engines, good
portfolio diversification and an unsecured funding profile.
Improved model business diversification is supported by an
increasing contribution from the capital-light aerospace products
business (32% of adjusted EBITDA in 1Q24 on a TTM basis), which
continues to underpin improving operating performance of late. This
is balanced against a relatively short operating track record,
relatively weak historic profitability, elevated re-lease risk due
to shorter-term leases on engines and a high dividend payout ratio,
which limits capital accumulation.
The Stable Outlook reflects Fitch's expectations that the company's
aviation assets will continue to generate sound yields and its
capital light aerospace business will continue to grow profitably
to support business profile diversification. The Outlook also
reflects Fitch's expectation that FTAI Aviation's tangible equity
(adjusted for 50% equity credit on its preference share debt) will
be restored over the Outlook horizon and that cash flow leverage
(adjusted gross debt to EBITDA) will decline and be maintained
below 5x, while maintaining an adequate liquidity position.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- An inability to restore positive tangible equity over the Outlook
horizon;
- An inability to reduce and sustain cash flow leverage to
5x-or-below, as calculated by Fitch;
- A weakening in competitive positioning, in particular if arising
from a sustained weakness in aviation leasing activities and/or
missteps in scaling the aerospace business;
- A sustained reduction in funding flexibility, notably the
introduction of secured debt leading to the unsecured debt to total
debt ratio reducing below 75%;
- The recognition of sizable aircraft and/or engine impairments,
higher repossession activity, and/or difficulty re-leasing aircraft
at economical rates; and/or
- A reduction in available liquidity.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- A meaningful reduction in leverage, such that debt to tangible
equity was maintained below 5.5x and/or debt to EBITDA was
maintained below 3.0x;
- A sustained improvement in profitability through cycles;
- Maintenance of a predominantly unsecured funding profile;
- An improved level of business profile diversification, notably
underpinned by profitable growth of capital light operations;
and/or
- Strong risk management and credit performance through a full
credit cycle would also be viewed favorably longer-term.
DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS
FTAI LLC's expected unsecured debt rating is equalized with FTAI's
Long-Term IDR reflecting the company's unsecured funding mix and
Fitch's expectation for average recovery prospects in a stressed
scenario.
DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES
The expected unsecured debt rating is primarily sensitive to
changes in FTAI's Long-Term IDR and secondarily to the level of
unencumbered balance sheet assets relative to outstanding debt. A
decline in the level of unencumbered asset coverage and/or a
material increase in the use of secured debt, could result in the
notching of the unsecured debt rating down from the Long-Term IDR.
Date of Relevant Committee
23 April 2024
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating
----------- ------
Fortress Transportation
and Infrastructure
Investors LLC
senior unsecured LT BB-(EXP) Expected Rating
FOUNTAIN VU: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
The U.S. Trustee for Region 21, until further notice, will not
appoint an official committee of unsecured creditors in the Chapter
11 case of Fountain Vu, LLC, according to court dockets.
About Fountain Vu
Fountain Vu, LLC filed Chapter 11 petition (Bankr. M.D. Fla. Case
No. 24-01426) on March 25, 2024, with as much as $50,000 in both
assets and liabilities.
Judge Tiffany P. Geyer oversees the case.
Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC is the Debtor's
legal counsel.
GGA REDDY FAMILY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: GGA Reddy Family Limited Partnership, LP
760 North Post Oak
Suite 330
Houston TX 77024-3816
Business Description: The Debtor is engaged in activities related
to real estate. The Debtor is the owner of
the real property located at 730 North Post
Oak, Suite 330 Houston, Texas 77024-03816
valued at $52.47 million.
Chapter 11 Petition Date: June 3, 2024
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 24-32588
Judge: Hon. Jeffrey P. Norman
Debtor's Counsel: Michael Weems, Esq.
HUGHES WATTERS ASKANASE
Total Energies Tower
1201 Louisiana, 28th Floor
Houston, TX 77002
Tel: (713) 759-0818
Fax: (713) 759-6834
Email: mweems@hwa.com
Total Assets: $52,492,729
Total Liabilities: $7,543,904
The petition was signed by Malladi S. Reddy as general partner.
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/WIQRNGI/GGA_Reddy_Family_Limited_Partnership__txsbke-24-32588__0001.0.pdf?mcid=tGE4TAMA
GISOTI PLUMBING: Unsecureds Will Get 8% of Claims over 60 Months
----------------------------------------------------------------
Gisoti Plumbing and Heating, Inc., filed with the U.S. Bankruptcy
Court for the Northern District of New York a Small Business
Subchapter V Plan of Reorganization dated May 20, 2024.
The Debtor is commercial contractor of Plumbing and Heating,
Ventilation, and Air Conditioning ("HVAC") services with its
principal place of business located at 396 Grange Road, Troy, NY
12180.
The Debtor was formed on November 4, 2016, to provide commercial
plumbing and HVAC services to the greater Capital Region of New
York. The Debtor is operated and managed by its President and CEO,
Mr. Greg Gisoti.
At the time of filing, Debtor's assets include its real property,
worth an estimated $230,000.00, and chattel worth approximately
$900,000.00, including, cash and cash equivalents in the
approximate amount of $6,500.00; accounts receivable in the
approximate amount of $550,000.00; vehicles in the approximate
amount of $165,000.00; tools, equipment, and inventory in the
approximate amount of $60,000.00.
At the time of filing, Debtor owed secured debts (without
accounting for bifurcation) in the amount of approximately
$940,000.000 arising from various UCC filings by multiple
creditors. At the time of filing, Debtor owed approximately
$1,840,000.00 in general unsecured debts.
The Debtor's goal in this reorganization is to: (a) maintain
necessary equipment and repay the secured creditors associated with
its necessary equipment the present value of said equipment, with
interest, over the life of the plan of reorganization; (b)
surrender unnecessary equipment back to secured creditors with
liens against same; and (c) provide a reasonable dividend back to
its general unsecured creditors.
The Plan shall be funded from ongoing revenues derived by the
Debtor's ongoing business operations. The final Plan payment is
expected to be paid 60-months from date of Confirmation.
Class 6 consists of Unsecured Critical Vendors. Unsecured Critical
Vendors are not secured by property of the bankruptcy estate.
Unsecured Critical Vendors shall be paid in full over the life of
Debtor's plan, or longer if agreed to by and between Debtor and
it's Critical Vendors. Critical Vendors shall receive said
treatment based on their continued willingness to provide Debtor
with critical services and/or supplies post-petition not
withstanding Debtor's pre-petition defaults to same.
* At the time of filing, VP Supply Co. was owed approximately
$363,000.00 by Debtor. VP Supply shall be treated as a long-term
debt and be repaid $350,000.00 over a period of 5-years
($5,833.33/mo.) In contemplation of said treatment, VP Supply Co.
agrees to continue to supply Debtor on mutually agreed upon trade
terms.
* At the time of filing, GS was owed approximately $5,000.00
by the Debtor. GS shall be paid in full over the first 24-months of
Debtor's 60-month plan (approx. $208.33/mo).
Class 7 consists of General Unsecured Claims. General Unsecured
Claims shall receive their pro rata share of $150,000.00, with a
minimum distribution of 8% of their claim. Estimated Monthly
Payment to Class 7 Creditors shall be $2500.00 per month. This
Class is impaired.
Class 8 consists of De Lage Landen Financial Services Inc. Lease
Claims. The Debtor shall surrender Class 8 Creditor's Collateral in
full satisfaction of the lease claim.
Class 9 Equity Interest holders are parties who hold an ownership
interest in the Debtor. In a Corporation, the Equity Interest
holders are its shareholders. Class 9 Equity Shareholders shall
make additional contributions, as necessary, to further fund the
Debtor's operations.
Class 9 Equity Shareholders hold pre-petition claims against the
Debtor in the estimated amount of $148,362.67 ($68,395.29 owed to
Mr. Gisoti; $79,967.38 owed to Motostar, Inc. In contemplation of
maintaining full ownership interest in the Debtor, Equity
Shareholders have agreed to waive any claims owed by Debtor to Mr.
Gisoti or Motostar.
The Plan will be implemented by the Debtor remitting payment to
creditors as provided for herein from the Debtor's cash flow as
well as ongoing capital contributions (as necessary) from the
Debtor's membership. Additionally, Debtor will receive an
additional $60,000.00 in funding from My Ride Supply, LLC, or Mr.
Gisoti on behalf of My Ride Supply, LLC, over the life of the
plan.
A full-text copy of the Plan of Reorganization dated May 20, 2024
is available at https://urlcurt.com/u?l=KonxVb from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Michael Boyle, Esq.
Boyle Legal, LLC
64 2nd Street
Troy, NY 12180
Telephone: (518) 407-3121
Fax: 518-516-5075
Email: mike@boylebankruptcy.com
About Gisoti Plumbing and Heating
Gisoti Plumbing and Heating, Inc. is a full-service plumbing and
heating, ventilation and air conditioning (HVAC) company in Troy,
N.Y.
The Debtor filed Chapter 11 petition (Bankr. N.D.N.Y. Case No.
24-10173) on Feb. 19, 2024, with up to $10 million in both assets
and liabilities. Greg Gisoti, president, signed the petition.
Michael Boyle, Esq., at Boyle Legal, LLC represents the Debtor as
bankruptcy counsel.
GLOBAL ATLANTIC: Fitch Gives BB+ Rating on Jr. Sub. Notes Due 2054
------------------------------------------------------------------
Fitch Ratings has assigned a long-term debt rating of 'BB+' to
Global Atlantic Financial Group's (Global Atlantic) new issuance of
junior subordinated debentures maturing in 2054. The notes are
issued by Global Atlantic (Fin) Company and are fully and
unconditionally guaranteed by Global Atlantic Limited (Delaware).
Both Global Atlantic (Fin) Company and Global Atlantic Limited
(Delaware) have 'BBB+' Long-Term Issuer Default Ratings (IDRs).
KEY RATING DRIVERS
Fitch has assigned the debentures a rating three notches below the
Long-Term IDR, reflecting two notches for subordination based on a
baseline recovery assumption of 'Poor' and one notch for minimal
nonperformance risk. The notes will not receive equity credit in
the financial leverage calculation under Fitch's rating criteria.
All other Global Atlantic related ratings are unaffected by this
rating action. Global Atlantic intends to use the proceeds for
general corporate purposes.
Fitch expects financial leverage to be modestly above 30% at YE
2024 but to return to below 30% by YE 2025. Fitch affirmed all of
Global Atlantic's ratings on Oct. 4, 2023.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Improved and diversified business profile demonstrated by
business segments' consistent earnings and revenue contributions;
- A Prism capital model score at the high end of 'Strong' and
financial leverage below 25%;
- Sustained GAAP fixed charge coverage above 10x;
- Strong investment performance as evidenced by relatively minimal
credit impairments and the company's ability to absorb price
volatility stemming from its illiquid holdings.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A Prism capital model score of 'Adequate', and financial leverage
above 30%;
- ROE declining to below 10% on a sustained basis;
- Decline in GAAP fixed charge coverage ratio below 6x;
- A material increase in investment risk or realized losses that
negatively affects Fitch's view of capital.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
Entity/Debt Rating
----------- ------
Global Atlantic
(Fin) Company
junior subordinated LT BB+ New Rating
GPS HOSPITALITY: Fitch Affirms 'CCC+' LongTerm IDR
--------------------------------------------------
Fitch Ratings has affirmed GPS Hospitality Holding Company LLC's
(GPS) Long-Term Issuer Default Rating (IDR) at 'CCC+', super-senior
revolving credit facility at 'B+'/'RR1' and the senior secured
notes (co-issued by GPS FINCO Inc.) at 'CCC+'/'RR4'.
GPS's 'CCC+' rating reflects the company's high EBITDAR leverage at
8.8x exiting fiscal 2023 and limited liquidity cushion. The rating
also factors in GPS's small scale with Fitch's projected revenues
of approximately $660 million and EBITDA $44 million for fiscal
2024, which makes the company more vulnerable to market and
operational risks. GPS experienced a stabilization and improved
operating performance during fiscal 2023 with revenues up around 6%
supported by improved same-store sales (SSS) due to pricing and
EBITDA up about 60% to $43 million reflecting multiple efficiency
and cost initiatives following trough levels in 2022.
Fitch expects EBITDAR leverage to remain in the 8x area in fiscal
2024 assuming EBITDA in the mid $40 million area. Fitch forecast
GPS's FCF to be neutral to negative in fiscal 2024 and turning to
slightly positive from fiscal 2025 as capex moderates.
KEY RATING DRIVERS
High Leverage: EBITDAR leverage declined to 8.8x during fiscal 2023
from 10.8x in fiscal 2022, due to improved profit margins, mainly
driven by pricing actions taken by the end of fiscal 2022 and lower
cost inflation headwinds from wages and commodities. Fitch expects
GPS's EBITDAR leverage to remain elevated in the 8x area for fiscal
2024, supported by stabilization and gradual EBITDA growth, as well
as by the positive effect of the closure of 26 underperforming
units.
Pressured FCF, Limited Liquidity: Fitch forecast GPS's FCF will
remain pressured in the short-run given the softening in consumer
spending and the higher capital investments committed with BK to
fund the Reclaim the Flame program, which limit the company's
leeway to mitigate market or operational risk.
Fitch notes that capital investments are expected to remain at
approximately $18 million in fiscal 2024, leading to a more neutral
to negative FCF. From fiscal 2025, Fitch forecasts capital
investments to decline to approximately 2% of revenues and FCF to
turn slightly positive.
Fitch views the company's liquidity position to be limited given
the presence of a springing covenant under the revolver that limits
available capacity to 35% of the facility size subject to a 7.5x
springing consolidated first lien secured leverage covenant. As of
1Q24, the company had drawn $20 million on the revolver and
proforma net EBITDA leverage was approximately 6.9x, below the 7.5x
trigger. Any shortfalls in performance against the business plan
has the potential to further constrain liquidity headroom.
Near-term refinancing risk remains limited with debt maturities
beyond 2025.
Small Scale, Moderate Diversity: GPS's rating is constrained by its
small-scale, with expected revenues of around $660 million and
Fitch-projected EBITDA of $44 million for fiscal 2024. GPS is a
multi-brand restaurant operator managing a modestly diversified
portfolio of 447 franchised restaurants under three leading brands:
Burger King (83% of units), Pizza Hut (13%) and Popeyes (4%). GPS's
portfolio yields a relatively balanced mix by daypart with about a
third of sales coming from lunch; approximately 20% each from
dinner and snack; with the remainder evenly split between breakfast
and late night. The company's geographical coverage is limited to
12 states. GPS's position as the second largest BK franchisee,
benefitting from direct access to management not available to
smaller franchisees.
Resilient Model but Lagging Comps: The quick-service restaurant
(QSR) model has proven resiliency through economic cycles as
increased spending power provides tailwinds during periods of
strong economic activity. In addition, a reputation for value and
consumers trading down from more expensive options limit downside
during slowdowns. BK's relaunch of $5 value-based meals could help
drive improved traffic and comps for GPS amid a softening consumer
spending environment.
GPS's restaurants have higher exposure to states located in the
Gulf region of the U.S. which have faced tougher comps, mainly due
to economic sensitivities. GPS closed 26 underperforming
restaurants in fiscal 2023 and two more in 1Q24, the majority of
which are located in the Gulf region, in an effort to improve
profitability.
Sales at GPS's BK locations have lagged that of the broader BK-U.S.
system over the last several quarters, especially in states located
in the Gulf area. This was evident in fiscal 2022 and 2023, where
GPS BK's SSS grew at 1.5% and 5.1% respectively, below BK-U.S. at
2.3% and 7.4%, respectively. During 1Q24, SSS at GPS-BK declined
1.4% while BK-U.S. grew 3.8%. According to the company's
management, GPS's BK restaurants located outside the Gulf area have
performed more in line with BK-U.S. comps.
DERIVATION SUMMARY
GPS Hospitality is one notch below Sizzling Platter, LLC (Sizzling:
B-/Stable), a multi-brand franchisee in the Little Caesars, Jamba
and Wingstop quick-serve restaurant chains, among others. Sizzling
Platter's business profile compares above that of GPS in terms of
scale and operating performance. Sizzling has a higher scale with
667 units and roughly $100 million EBITDA, while GPS has a more
limited scale with 447 units and $43 million EBITDA.
Sizzling's rating also benefits from stronger SSS growth and
resilient operating performance relative to GPS. Over the medium
term, Fitch forecasts GPS's financial profile to remain weaker
relative to Sizzling, with an EBITDAR leverage ranging the mid-9x.
KEY ASSUMPTIONS
- Revenues decline at low-single digit in fiscal 2024 driven by
weak traffic and declining unit growth. Thereafter, revenue is
assumed to grow at low-single digit;
- EBITDA margin is projected to remain at the high-6% area,
corresponding to around $45 million-$50 million range throughout
the forecasted period as inflationary pressures, particularly from
wages and commodities, decline;
- Capex of approximately $18 million in fiscal 2024. From fiscal
2025 investments decline to approximately 2% of revenues as
remodels and new development are expected to be reduced;
- FCF is expected to be neutral to negative in fiscal 2024 and turn
to slightly positive from fiscal 2025 with an improvement in the
outer years driven by capex moderation to 2% of sales;
- EBITDAR leverage based on Fitch's adjustments would trend towards
the mid-8x area in fiscal 2024 and 2025.
RECOVERY ANALYSIS
Fitch's recovery analysis assumes GPS's value is maximized as a
going-concern in a post default scenario. Fitch assumes persistent
sales and earnings pressures cause the balance sheet to become
untenable and force a restructuring. Fitch assumes a
post-restructuring going concern EBITDA of around $40 million
assuming the company closes around 20% of its weakest restaurants
which, combined with sales weakness at surviving restaurants,
results in proforma revenue of around $570 million. Fitch assumes
EBITDA margins in the 7% area, in line with peer margins achieved
during steady-state periods.
Fitch applies a 6.0x enterprise value/EBITDA multiple, modestly
below the 6.3x median multiple for food, beverage and consumer
bankruptcy reorganizations Fitch analyzes. The multiple reflects
the company's strong position across the brands it franchises and
those brands strong long-term performance within the QSR segment.
After deducting the 20% for administrative claims, GPS's
super-senior revolving credit facility would have excellent
recovery prospects and the first-lien senior secured notes would
have average recovery prospects. Fitch assumes the entire $70
million revolver commitment is drawn for the purposes of the
recovery analysis. Therefore, the super-senior revolving credit
facility is rated at 'B+'/'RR1' and the first-lien senior secured
notes are rated at 'CCC+'/'RR4'.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Positive trends in SSS and stable to positive unit growth with a
recovery in EBITDA margins to the high-single digits, resulting in
total EBITDAR Leverage sustained below 7.0x.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Continued margin and/or revenue pressure resulting in
persistently negative FCF and leading to medium-term liquidity
concerns and/or heightened refinancing risk; or
- EBITDAR fixed charge coverage sustained below 1.0x.
LIQUIDITY AND DEBT STRUCTURE
Limited Liquidity: Fitch views the company's liquidity position to
be limited by the presence of a springing covenant that limits
available capacity to 35% of the facility size ($24.5 million)
subject to a 7.5x springing consolidated first lien secured
leverage covenant. As of March 31, 2024, GPS's capital structure
consisted of a $400 million 7% secured note due August 2028.
There was $20 million drawn on the $70 million revolving credit
facility due August 2026. Cash and cash equivalents were around $17
million. As of March 31, 2024, the company's proforma net EBITDA
leverage was 6.9x, below the 7.5x trigger. Any shortfalls in
performance against the business plan has the potential to further
constrain liquidity headroom.
While the revolver and note are pari-passu in terms of collateral,
secured by first lien on substantially all assets and equity
interests of the company, the revolver benefits from super-senior
status receiving first order of payment in the event of a default.
ISSUER PROFILE
GPS Hospitality Holding Company, LLC is a multi-brand restaurant
operator managing a portfolio of 447 franchised restaurants under
three leading brands including BK (83% of units) and Popeyes (4% of
units) in the QSR, and Pizza Hut (13% of units) which straddles the
QSR and casual dining segments.
PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
GPS FINCO Inc.
senior secured LT CCC+ Affirmed RR4 CCC+
GPS Hospitality
Holding Company LLC LT IDR CCC+ Affirmed CCC+
senior secured LT CCC+ Affirmed RR4 CCC+
super senior LT B+ Affirmed RR1 B+
GREENUP INDUSTRIES: Taps Jones Walker as Litigation Counsel
-----------------------------------------------------------
Greenup Industries, LLC filed a supplemental application seeking
approval from the U.S. Bankruptcy Court for the Eastern District of
Louisiana to expand the scope of representation of Jones Walker LLP
as its special litigation counsel.
The application expands and supplements Jones Walker's retention to
include the services provided in relation to the Kolb Dispute and
Kolb Mediation.
The firm will charge these hourly rates:
General Litigation Partners $450 to $490
General Litigation Associates $390
Bankruptcy Attorneys $430 to $600
Support Staff $260 to $280
Olivia Greenberg, a partner of Jones Walker, assured the court 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:
Olivia K. Greenberg , Esq.
JONES WALKER LLP
201 Saint Charles Avenue, Suite 5100
New Orleans, LA 70170
Telephone: (504) 582-8302
Facsimile: (504) 582-8583
Email: ogreenberg@joneswalker.com
About Greenup Industries, LLC
Greenup Industries, LLC is a provider of specialized services and
procurement support to a diverse clientele, including the oil and
gas, construction, telecommunication, and other industries, as well
as city, parish, state, and federal governments. The company is
based in Kenner, La.
Greenup Industries sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. La. Case No. 23-12179) on December 20,
2023, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. Rodney D. Greenup, Jr., president and sole
member, signed the petition.
Judge Meredith S. Grabill oversees the case.
Michael E. Landis, Esq., at Heller, Draper & Horn, LLC represents
the Debtor as legal counsel.
GRIFFIN GLOBAL: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) of Griffin Global Asset Management Holdings, Ltd. (Griffin)
and its rated subsidiary, GGAM Finance Ltd., at 'BB'. The Rating
Outlook is Stable. Fitch has also affirmed GGAM Finance Ltd.'s
senior unsecured note rating at 'BB'.
These rating actions are being taken in conjunction with Fitch's
global aircraft leasing sector review, covering 10 publicly rated
firms.
KEY RATING DRIVERS
The ratings affirmation reflects Griffin's young fleet, one of the
longest weighted average (WA) remaining lease terms amongst peers,
appropriate targeted leverage, the absence of order book purchase
commitments, the lack of near-term debt maturities and solid
expected liquidity metrics. The ratings also consider the senior
management team's depth, experience, and track record in managing
aviation assets and ownership benefits from Bain Capital Credit,
LP, one of the largest alternative investment managers, which
brings aviation investment expertise and banking relationships to
support Griffin's growth.
Rating constraints include execution risks associated with the
company's ambitious growth targets and accompanying financing
objectives, a modest franchise position, a smaller and
significantly concentrated portfolio by customer and geography,
weaker projected profitability metrics over the next two years and
key man risk associated with founder and CEO, Ryan McKenna. Fitch
also notes potential governance and conflict of interest risks
associated with Griffin's externally managed business model,
limited number of independent board members, and ownership by
fixed-life funds.
Rating constraints applicable to the aircraft leasing industry more
broadly include the monoline nature of the business, vulnerability
to exogenous shocks, sensitivity to higher oil prices, inflation
and unemployment, which negatively impact travel demand, potential
exposure to residual value risks, reliance on wholesale funding
sources, and meaningful competition.
Griffin's contracted fleet, as of March 31, 2024 consisted of 67
aircraft leased to 18 airlines across 13 countries, with a WA age
of 1.3 years and a WA remaining lease term of 10 years. This
represents a young portfolio with one of the longest remaining
lease terms among Fitch-rated aircraft lessors, which should
support strong asset quality performance relative to peers over
time. The portfolio had net book value of approximately $4.4
billion as of March 31, 2023.
Griffin has not taken any asset impairments to date and Fitch
considers the company to have one of the higher-quality fleets in
the industry, as the vast majority (81.7%) of owned aircraft are
tier 1 based on the agency's aircraft classification, which Fitch
views to be the most liquid and marketable aircraft in the aviation
industry.
Fitch notes the company's current widebody exposure of 42% of net
book value (NBV) is above-average, but it is mitigated by the high
quality of Griffin's portfolio in terms of aircraft types and
customers. All of the company's widebodies comprise the new
technology A330-900neo, A350-900/-1000 and B787-9/-10 aircraft, as
of March 31, 2024. The ability of Griffin to purchase new
technology aircraft at attractive prices, along with relatively
conservative depreciation policies, should reduce impairment risk
over time, which is viewed positively by Fitch.
Fitch anticipates the firm's growing scale amid increased
competition, focus on new technology aircraft and higher funding
costs will have a negative impact on near-term profitability. Fitch
expects the company's net spread (lease yields, less funding costs)
to be 1.5%-2.5% over the near-term, which is commensurate with
Fitch's 'bb' category earnings and profitability benchmark of 1%-5%
for aircraft lessors with a sector risk operating environment score
in the 'bbb' category. Enhanced earnings consistency would be
viewed positively by Fitch.
Griffin's leverage was 2.7x at 1Q24, down from 2.9x at FYE 2023 and
compares favorably to management's target of net debt-to-tangible
equity of 2.75x. Fitch views leverage as appropriate in the context
of current customer concentrations counterbalanced by the liquidity
of the fleet profile, as 100% of the portfolio is expected to be
predominantly Tier 1 aircraft.
In 2023, Griffin issued $1.7 billion in aggregate of senior
unsecured notes and added a three-year, unsecured revolving credit
facility (RCF) provided by a syndicate of 12 banks, which was
subsequently upsized to $575 million in committed capacity. This
brought unsecured debt to 70.2% of total debt, as of March 31,
2024, demonstrating continued funding profile improvement.
Proforma for a further $400 million unsecured issuance concluded in
April 2024, unsecured debt accounted for 74.2% at 1Q24. Fitch
expects that Griffin will opportunistically seek to access the
secured and unsecured debt capital markets to fund its operations,
maintaining greater than 70% unsecured debt on a sustained basis.
Future unsecured debt issuances would be viewed favorably, as it
would increase unencumbered assets and provide enhanced funding
flexibility.
The company is expected to maintain solid liquidity. Resources
included $60 million of unrestricted cash and $642 million of
availability under the committed warehouse facility and RCF at
1Q24. In addition, Griffin is expected to generate annualized
operating cash flow of $301 million over the next 12 months.
Together, this provides 18x liquidity coverage of $57 million of
contracted aircraft purchases over the next 12 months, however,
liquidity coverage might reduce modestly over the year as purchase
opportunities are identified. Fitch believes there is minimal
refinancing risk given the lack of debt maturity walls in the near
term.
Fitch's sensitivity analysis for Griffin incorporated quantitative
credit metrics for the company under the agency's base case and
adverse case assumptions. These included slower than projected
growth, lower aircraft disposal gains, additional equipment
depreciation, and higher interest expenses. Fitch believes Griffin
will have sufficient liquidity headroom to withstand near-term
reductions in operating income in both scenarios while maintaining
liquidity coverage above Fitch's threshold of 1.0x. Fitch expects
sufficient capitalization headroom relative to the 4.0x downgrade
trigger under both scenarios.
The Stable Rating Outlook reflects Fitch's expectation that Griffin
will manage its balance sheet growth in order to maintain
sufficient headroom relative to its targeted leverage range and
Fitch's negative rating sensitivities over the Outlook horizon,
despite Fitch's expectation for increased macro challenges
including higher for longer interest rates and elevated inflation.
The Stable Outlook also reflects expectations for the maintenance
of a strong liquidity position, given the absence of order book
purchase commitments with aircraft manufacturers over the near
term.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A weakening of the company's projected long-term cash flow
generation, profitability and liquidity coverage falling below 1.0x
and/or a sustained increase in leverage above 4.0x.
Macroeconomic and/or geopolitical-driven headwinds that pressure
airlines and lead to additional lease restructurings, rejections,
lessee defaults, and increased losses would also be negative for
ratings.
Griffin's ownership by fixed-life private funds could also
contribute to negative rating action if it leads to elevated
capital extractions, or if a forced sale of the company at fund
maturity impairs Griffin's financial profile, franchise or
long-term strategic direction.
Finally, an abrupt departure of Griffin's founder and CEO could
have negative rating implications if the departure impaired
Griffin's franchise or long-term strategic direction.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Griffin's ratings could be positively impacted by solid execution
with respect to planned growth targets and outlined long-term
strategic financial objectives, including maintenance of leverage
below 2.75x. Ratings could also benefit from enhanced scale and an
improved risk profile of the portfolio, as exhibited by greater
diversity of airline customers and maintenance of low impairments.
An upgrade would also be conditioned upon enhanced earnings
consistency, and achieving a sustained net spread above 5%,
unsecured debt funding sustained above 35%, while maintaining
unencumbered asset coverage of unsecured debt in excess of 1.0x.
Any potential upward momentum would also be evaluated in the
context of potential long-term strategic uncertainty, given
Griffin's ownership by fixed-life private funds, and potential
governance and conflicts of interests associated with Griffin's
externally managed business model.
DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS
The senior unsecured debt ratings are equalized with Griffin's
Long-Term IDR and reflect expectations for average recovery
prospects in a stress scenario given the availability of
unencumbered assets.
DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES
The senior unsecured debt ratings are primarily sensitive to
Griffin's IDR and secondarily to the relative recovery prospects of
the instruments. A decline in unencumbered asset coverage, combined
with a material increase in secured debt, could result in the
notching of the unsecured debt down from the IDR.
SUBSIDIARY AND AFFILIATE RATINGS: KEY RATING DRIVERS
The Long-Term IDR assigned to GGAM Finance Ltd. is equalized with
the IDR assigned to Griffin given it is a wholly owned subsidiary
of the company.
SUBSIDIARY AND AFFILIATE RATINGS: RATING SENSITIVITIES
The rating assigned to GGAM Finance Ltd. is primarily sensitive to
changes in the IDR assigned to Griffin and is expected to move in
tandem.
ADJUSTMENTS
The Standalone Credit Profile (SCP) has been assigned in line with
the implied SCP.
The Asset Quality score has been assigned below the implied score
due to the following adjustment reason(s): Concentrations; asset
performance (negative), Growth (negative).
The Capitalization & Leverage score has been assigned below the
implied score due to the following reason(s): Historical and future
metrics (negative).
The Funding, Liquidity & Coverage score has been assigned below the
implied score due to the following reason(s): Funding flexibility
(negative).
ESG CONSIDERATIONS
Griffin has an ESG Relevance Score of '4' for Management Strategy
due to the execution risk associated with the operational
implementation of the company's outlined strategy. This has a
negative impact on the credit profile and is relevant to the
ratings in conjunction with other factors.
Griffin has an ESG Relevance Score of '4' for Governance Structure
due to the potential governance and conflict of interests associate
with Griffin's externally-managed business model, limited number of
independent board members and ownership by a fixed-life private
fund structure. This also reflects key man risk related to its
founder and CEO, Ryan McKenna, who is leading the growth and
strategic direction of the company. This has a negative impact on
the credit profile and is relevant to the ratings in conjunction
with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
----------- ------ -----
Griffin Global
Asset Management
Holdings, Ltd. LT IDR BB Affirmed BB
GGAM Finance Ltd. LT IDR BB Affirmed BB
senior unsecured LT BB Affirmed BB
GRO-MOR PLANT: Hires Rottmund Cheek Hyle & Col as Accountant
------------------------------------------------------------
Gro-Mor Plant Food Company, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to employ
Jeffrey S. Hyle, CPA and Rottmund, Cheek, Hyle & Col, LLC, as its
accountants.
The firm will represent the Debtor with respect to all accounting
matters relating to the Chapter 11 proceedings.
The firm will be paid at these hourly rates:
Jeffrey Hyle, CPA $332
Lori Smith, Paraprofessional $164
Lisa Plucinski, Administration $120
As disclosed in the court filings, Rottmund, Cheek, Hyle & Co., LLC
represents no other entity in connection with this case, is a
disinterested party as that term is defined in 11 U.S.C. Sec.
101(14), and represents or holds no interest adverse to the
interest of the Estate with respect to the matters on which it is
to be employed.
The firm can be reached through:
Jeffrey S. Hyle, CPA
Rottmund, Cheek, Hyle & Col, LLC
1750 Lincoln Highway East
Lancaster, PA 17602
Phone: (717) 299-5291
About Gro-Mor Plant Food Company
Gro-Mor Plant Food Company, Inc. sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 23-13726) on
Dec. 8, 2023. In the petition signed by M. Dwane Moyer, president,
the Debtor disclosed $4,450,412 in total assets and $2,884,075 in
total liabilities.
Judge Patricia M. Mayer oversees the case.
Lawrence V. Young, Esq., at CGA Law Firm represents the Debtor as
legal counsel.
GZ USA: Case Summary & 19 Unsecured Creditors
---------------------------------------------
Debtor: GZ USA, Inc.
126 East 56th Street
5th Floor
New York, NY 10022
Business Description: The Debtor is a wholesaler of clothing and
accessories.
Chapter 11 Petition Date: June 7, 2024
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 24-11020
Debtor's Counsel: William M. Hawkins, Esq.
LOEB & LOEB LLP
345 Park Ave
New York NY 10154
Tel: 212-407-4000
E-mail: whawkins@loeb.com
Estimated Assets: $1 million to $10 million
Total Liabilities: $10 million to $50 million
The petition was signed by Alain Baume as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 19 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/OFYQKFA/GZ_USA_Inc__nysbke-24-11020__0001.0.pdf?mcid=tGE4TAMA
H&M II: Seth Albin of Summers Named Subchapter V Trustee
--------------------------------------------------------
Jerry Jensen, Acting U.S. Trustee for Region 13, appointed Seth
Albin, Esq., as Subchapter V trustee for H&M II LLC.
Mr. Albin, a member of Summers Compton Wells, LLC, will be paid an
hourly fee of $295 for his services as Subchapter V trustee and
will be reimbursed for work-related expenses incurred.
Mr. Albin declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Mr. Seth A. Albin
Summers Compton Wells, LLC
903 S. Lindbergh, Ste. 200
St. Louis, MO 63131
(314) 991-4999 office
(314) 872-0390 fax
Email: salbin@summerscomptonwells.com
About H&M II LLC
H&M II, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Mo. Case No. 24-41817) on May 20,
2024, with up to $10 million in assets and up to $50,000 in
liabilities. Raymond McKee, manager, signed the petition.
Spencer Desai, Esq., at The Desai Law Firm represents the Debtor as
bankruptcy counsel.
HORNBLOWER GROUP: Bankruptcy Court Confirms Reorganization Plan
---------------------------------------------------------------
Hornblower Group on June 7 disclosed that the U.S. Bankruptcy Court
for the Southern District of Texas has confirmed the Company's Plan
of Reorganization. Hornblower expects to successfully complete its
financial restructuring and emerge from the Court-supervised
process in the coming weeks. Hornblower has used this process to
position the business for future success with a more focused
portfolio, introduce new majority ownership and strengthen its
balance sheet for greater financial flexibility.
Kevin Rabbitt, Hornblower Chief Executive Officer, said, "With the
Court's approval of the Plan, we are closer to emerging as a
stronger company, with a more focused portfolio and additional
financial flexibility to fuel our growth. We look forward to
completing this process and continuing to build on our position as
a global leader in world-class experiences and transportation."
He added, "Throughout this process, we have continued to provide
our land- and water-based travel experiences to guests around the
world and bring commuters reliable transportation services. This
was largely due to the outstanding dedication and unwavering
efforts of our entire Hornblower Crew. We are also grateful to our
financial stakeholders as well as our vendors, suppliers and
business and government agency partners and our loyal employees for
their support and continued partnership as we enter Hornblower's
next phase of growth."
Under the terms of the Plan, upon the Company's emergence:
-- Hornblower's majority ownership will transition to funds
managed by Strategic Value Partners, LLC and its affiliates, and
Crestview Partners will retain a significant minority position in
the Company.
-- Crestview will become the sole owner of Journey Beyond, a
stand-alone operating unit of Hornblower and the leading
experiential travel provider in Australia.
-- The Company will have reduced its total debt by approximately
$720 million and substantially increased its liquidity.
David Geenberg, Co-Head of the North American Investment Team at
SVP, said, "We couldn't be more excited to embark on this next
chapter with Hornblower Group, a premiere leader in travel
experiences and transportation. We are looking forward to
collaborating with the leadership team to support the company's
strong operating staff, excellent service, and exceptional guest
experiences to usher in Hornblower's next era of growth and
success."
Brian Cassidy, President of Crestview, added, "We are enthusiastic
about Hornblower's next growth chapter. As we lead towards
emergence, we look forward to building on the strong foundation
that has been established, propelling Hornblower to further become
a leader in experiences and transportation."
About Hornblower Group
Hornblower Group -- http://www.hornblowercorp.com-- is a global
leader in experiences and transportation. Hornblower Group's
corporate businesses are comprised of two premier experience
divisions: City Experiences, its land- and water-based experiences
as well as ferry and transportation services; and Journey Beyond,
Australia's leading experiential travel group. Spanning a 100-year
history, Hornblower Group's portfolio of international offerings
includes water-based experiences (dining and sightseeing cruises),
land-based experiences (walking tours, food tours and excursions),
overnight experiences (cruises and railways) and ferry and
transportation services. Hornblower Marine, a subsidiary of
Hornblower Group, provides vessel outhaul and maintenance services
at Bridgeport Boatworks in Bridgeport, Connecticut. Additionally,
Anchor Operating System, LLC, a subsidiary of Hornblower Group and
independent entity, provides reservation, ticketing and website
integration services for clients in the transportation, tourism and
entertainment industries. Today, Hornblower Group's global
portfolio covers 114 countries and territories, 125 U.S. cities and
serves more than 30 million guests annually. Headquartered in San
Francisco, California, Hornblower Group's additional corporate
offices reside in Adelaide, Australia; Boston, Massachusetts;
Chicago, Illinois; London, United Kingdom; New York, New York;
Dublin, Ireland; and across Ontario, Canada.
HOWARD MIDSTREAM: Fitch Gives BB- Rating on New Unsecured Notes
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB-'/'RR4' rating to Howard Midstream
Energy Partners, LLC's (Howard) proposed senior unsecured notes.
Howard intends to use the proceeds to repay existing indebtedness
and general corporate purposes.
Fitch views this transaction as neutral to Howard's credit profile.
The ratings and Rating Outlook continue to reflect the merits and
demerits concerning the issuer previously stated by Fitch on Nov.
10, 2023.
Fitch has reviewed preliminary terms for the proposed transaction,
and the assigned ratings assume no material variations in the final
terms.
KEY RATING DRIVERS
Credit Neutral Transaction: The total debt balance and EBITDA
leverage are not expected to be meaningfully impacted by this
transaction. The 'BB-'/'RR4' rating for the proposed senior
unsecured offering is consistent with the ratings of Howard's
existing senior unsecured notes.
Stable Cashflow Profile: Over 90% of Howard's EBITDA is expected to
be generated from fixed-fee contracts, reducing direct commodity
price exposure. Additionally, roughly half of Howard's EBITDA is
expected to come from a combination of long-term minimum volume
commitment and take-or-pay contracts, providing protection against
volumetric risks. Though still exposed to meaningful volumetric
risk, historically, the regions where Howard operates have
demonstrated good resiliency during commodity price downturns.
Furthermore, some of Howard's assets have features that provide
structural exclusivity, reducing the risk of lost business due to
competition. Howard seeks to reduce volatility for a small portion
of its direct commodity price exposed businesses via back-to-back
marketing arrangements, but these operations continue to be a
source of cash flow variability for the company.
Improving Financial Profile: Howard's leverage was elevated around
4.2x in 2023, as the company completed spending on a few growth
projects. Fitch expects leverage to improve beginning in 2H24 and
move into the 3.5x-4.0x range over the forecast period, as
cashflows come in from completed growth projects and capex reduces,
relative to recent history. Fitch considers Howard's leverage
strong for the rating category.
In April 2024, Howard agreed to increase its ownership in the
Catalyst Midstream Partners, LLC (Catalyst) joint venture located
in the Permian from 7% to 50%. The transaction is funded by
Howard's sponsor rolling their interest in Catalyst into Howard,
and the remainder drawn on the revolver. The transaction, as
previously anticipated by Fitch, will increase Howard's size, which
is supportive of the credit profile.
Reasonably Diversified Business: Fitch views Howard's level of
geographic and business line diversity positively, for a company of
its size and scale. Howard has operations spanning five distinct
regions in the U.S. and Mexico. Nearly 35% of Howard's EBITDA is
expected to come from South Texas, located in the dry gas portion
of the Eagle Ford formation. Howard also has a sizeable presence in
the Marcellus formation (Appalachia basin), the Permian basin, and
the U.S. Gulf Coast, with EBITDA contributions from the regions
expected to be approximately 19%, 21%, and 24%, respectively.
Relative to its EBITDA, Howard has a modest presence in the
Mid-continent region. The company predominantly provides natural
gas gathering, processing, and transportation services (nearly 75%
of expected EBITDA), but also has a sizeable liquids storage and
terminaling business (roughly 25% of expected EBITDA).
Decent Customer Credit Quality: Howard has significant multi-year
revenue-assurance contracts with its top customers. Howard's top 10
customers are expected to contribute over three-quarters of
attributable gross margin over Fitch's forecast period. While some
of Howard's customers are investment-grade counterparties, the
majority are either high-yield or small private (unrated)
companies, exposing Howard to counterparty risks. Fitch expects
credit quality of most of Howard's top customers to remain intact,
at least in the near term.
Howard's customers are mostly oil and gas E&P companies and
refiners, primarily natural gas focused, but also include large
regulated utilities. Fitch regards utilities as 'Demand-pull'
systems, with customers focused on service reliability and steady
natural gas needs, and considers these customers "sticky". Fitch
generally views natural gas pipelines with demand-pull
characteristics as lower risk versus supply-push pipelines which
serve E&P companies.
Supportive Ownership: Fitch views Howard's ownership as supportive
of its credit quality, despite a lack of explicit rating linkages.
AIMCo (91% ownership) demonstrated its support for Howard with the
suspension of dividends in 4Q21 to fund a slate of attractive
growth projects. Dividends are not expected to resume until
currently in-process growth projects are placed into service. Fitch
believes AIMCo would support future expansion capital, should cash
on hand/operating cash flows not be sufficient.
DERIVATION SUMMARY
Harvest Midstream I, L.P (Harvest; BB-/Stable) is a mid-sized
midstream partnership with operations spread across multiple oil
and gas plays in the United States. Harvest is slightly bigger in
size, but has greater exposure to mature declining basins. Harvest
has smaller portion of cash flows under revenue assurance type
contracts leading to higher volumetric risks, however, leverage
expectations at Harvest is nearly half a turn lower at roughly
3.0x-3.5x range. Howard's stronger cash flow profile and exposure
to relatively more prolific regions offsets its higher leverage and
smaller size leading to the same IDR.
Summit Midstream Partners, LP (Summit; B-/Stable) is a small-sized
and geographically diversified midstream partnership. Summit is
smaller in size and has greater exposure to mature declining basins
compared to Howard. Summit also has lower portion of cash flows
underpinned by revenue assurance type contracts. Furthermore,
leverage at Summit is expected to be half a turn higher at around
4.0x-4.5x range. The aforementioned differentiating factors
combined lead to a three-notch difference in IDRs between Howard
and Summit.
KEY ASSUMPTIONS
- Fitch's oil and gas price deck;
- Oil and Gas activity levels in the regions where Howard operates
consistent with Fitch's price deck;
- Base interest rate for the credit facility reflects Fitch's
Global Economic Outlook, e.g., 4.75% and 3.5% for 2024 and 2025
respectively;
- Successful execution of growth projects and growth capital spend
consistent with management guidance;
- South Texas, Port Arthur, and West Texas volumes increase as
expanded capacity comes online, and is partially offset by volume
decline in the Northeast;
- Distributions from the joint ventures received in accordance with
the agreements;
- Common dividends remain suspended in the near-term, increasing
over the medium term, and no major debt financed distributions.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade
- An upgrade is not expected in the near term given Howard's
limited size and scale. However, a positive rating action/upgrade
could occur if Howard's size and scale increases significantly with
EBITDA leverage expected to sustain at approximately 3.0x or
below;
- A significant increase in the percentage of EBITDA coming from
take-or-pay or minimum volume commitment contracts.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- EBITDA leverage expected to be sustained above 4.0x;
- Any event that leads to meaningful uncertainty as to the future
performance by top counterparties relative to contracts with
minimum payments;
- A significant decrease in the percentage of EBITDA coming from
take-or-pay-type or minimum volume commitment contracts;
- Sustained high capital expenditures or a change in financial
policy that reduces Howard's credit quality;
- Acquisitions or large growth projects not funded in a balanced
manner and/or meaningfully increase Howard's overall business
risk.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Pro forma for the Catalyst transaction and the
proposed new issuance, Howard is expected to have a total liquidity
of approximately $780 million. The company is expected to maintain
roughly $11 million of cash on the balance sheet, and will have
approximately $769 million available under its $1 billion first
lien secured revolving credit facility (net of approximately $2
million in letters of credit).
As a part of the proposed new issuance, the credit facility is
being extended by two years to December 2028 with a springing
maturity based on the 2028 notes. Pro forma for the proposed
refinancing transaction, Howard's nearest maturity will be the $550
million 8.875% senior unsecured notes due July 15, 2028 (2028
notes).
Covenants on the credit facility permit a maximum total leverage
ratio of 5.0x stepping up to 5.25x in the twelve months post a
material acquisition; senior secured leverage of 3.75x; and a
minimum interest coverage ratio of 2.5x. Fitch expects Howard to
have remain compliant with the covenants in the credit agreement
and maintain adequate liquidity over Fitch's forecast period.
ISSUER PROFILE
Howard Midstream Energy Partners, LLC is a midstream company that
provides natural gas, crude oil, and refined products gathering,
processing, storage, terminaling, and transportation services to
primarily oil and gas, and some utility companies. Howard's
operations are located across five distinct regions of the United
States, with a modest presence in Mexico.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fitch's calculation of adjusted EBITDA excludes equity in earnings
from unconsolidated affiliates and includes cash distributions from
those unconsolidated affiliates. The values in the above
Sensitivities and other metric values in this press release
calculated by Fitch is different from management's and bank's
calculations.
DATE OF RELEVANT COMMITTEE
09-Nov-2023
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery
----------- ------ --------
Howard Midstream
Energy Partners, LLC
senior unsecured LT BB- New Rating RR4
HOWARD MIDSTREAM: Moody's Rates New Senior Unsecured Notes 'B2'
---------------------------------------------------------------
Moody's Ratings assigned a B2 rating to Howard Midstream Energy
Partners, LLC's (Howard Midstream or HMEP) proposed offering of
senior unsecured notes. Howard Midstream's existing ratings,
including its B1 Corporate Family Rating, B1-PD Probability of
Default Rating, existing B2 senior unsecured notes ratings, and
positive outlook are unchanged. Net proceeds from the proposed
notes offering are intended to be primarily used to fund the
purchase of its existing 2027 notes and repay a portion of revolver
borrowings.
"Howard Midstream's proposed notes issuance is opportunistically
repaying existing debt and improving financial flexibility," said
Amol Joshi, Moody's Vice President and Senior Credit Officer.
RATINGS RATIONALE
Howard Midstream's proposed notes have been rated B2, consistent
with the ratings of its existing notes and one notch below the
company's B1 CFR, reflecting the priority claim of its secured
revolving credit facility.
Howard Midstream's B1 CFR reflects its diversified asset base and
meaningful contracted revenue, with a mix of natural gas gathering
and processing, liquids transportation and processing, and
terminalling, storage and rail assets. These assets connect supply
sources to attractive demand markets with a diverse customer base
including producers, refiners and power generators. The company
faces modest commodity price and volume risk affecting earnings,
even as HMEP benefits from meaningful fee-based revenue and
contracts underpinned by minimum contracted payments and acreage
dedications providing cash flow and volume visibility.
Howard Midstream's debt balances have increased to fund growth
capital spending and increase its ownership of Catalyst Midstream
Partners, LLC (Catalyst, unrated), but acquisitions and project
completions including the Port Arthur Terminal expansion should
benefit scale and earnings, likely leading to improving leverage
metrics into 2025. The company has a stated long-term net leverage
target of below 4x. The company's credit profile is tempered by its
moderate scale and the inherent risks associated with discretionary
yet potentially sizeable excess cash distributions to its private
owner, although no equity distributions occurred while funding its
significant capital spending in 2023. The company has primary
operations in several regions, and also has interests in certain
joint ventures, including a 50% operating interest in the
cross-border Nueva Era pipeline that transports natural gas from
the U.S. to customers in Mexico.
Howard Midstream should maintain good liquidity through mid-2025.
At March 31, HMEP had $10.7 million in cash and $57 million of
revolver borrowings. The Catalyst transaction completed after the
first quarter increased revolver borrowings by roughly $350
million. Howard Midstream's $1 billion revolving credit facility
matures in December 2026, while the expected amendment to its
credit facility should extend maturity into 2028. Moody's expects
the company to generate meaningful free cash flow through 2024
supporting liquidity prior to any potential equity distributions.
The revolving credit facility has financial covenants including
maximum Total Leverage Ratio of 5x, maximum Senior Secured Leverage
Ratio of 3.75x and minimum Interest Coverage Ratio of 2.5x. While
these covenants will limit the company's ability to borrow a
significant proportion of the credit facility, Moody's expect HMEP
to be in compliance with these covenants through mid-2025.
The positive outlook reflects the company's growing scale and
Moody's expectation of improving leverage metrics into 2025.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Howard Midstream's ratings could be upgraded if the company has
meaningful growth in scale and cash flow, its overall counterparty
risk profile is supportive, Moody's adjusted leverage
proportionately consolidated for its joint ventures remains below
4.5x, distribution coverage is sufficient, and liquidity is at
least adequate. Howard Midstream's ratings could be downgraded if
Moody's adjusted leverage exceeds 5.5x, its counterparty risk
profile deteriorates, or liquidity weakens considerably.
Howard Midstream Energy Partners, LLC, headquartered in San
Antonio, Texas, is a privately owned midstream energy company with
primary operations in Texas, Mexico, the Appalachian Basin and the
Gulf Coast. Certain investment funds managed by affiliates of
Alberta Investment Management Corporation own approximately 91% of
the company's common capital units.
The principal methodology used in this rating was Midstream Energy
published in February 2022.
HOWARD MIDSTREAM: S&P Rates $500MM Senior Unsecured Notes 'B+'
--------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '5'
recovery rating to Howard Midstream Energy Partners LLC's (HEP)
proposed $500 million senior unsecured notes. The '5' recovery
rating indicates its expectation for modest (10%-30%; rounded
estimate: 25%) recovery in the event of a default.
Concurrent with the launch of this offering, the company commenced
a cash tender offer for its outstanding $400 million notes due
2027. HEP plans to use the net proceeds from this offering to fund
the tender, redeem any outstanding notes following the consummation
of the tender, or to repay outstanding borrowings under its
revolving credit facility. The company will use any remaining
proceeds for general corporate purposes. As of March 31, 2024, HEP
had approximately $1 billion of total reported debt.
HEP is a midstream energy company that owns and operates natural
gas and crude oil gathering and transportation pipelines, natural
gas processing plants, liquid storage terminals, and other related
midstream assets in Texas, New Mexico, Oklahoma, Pennsylvania, and
Mexico. It is owned and operated, in part, by affiliates of AIMCO
(91%), as well as its management and private investors (9%). S&P's
'BB-' issuer credit rating and stable outlook on the company are
unchanged.
HUBBARD RADIO: $206.9MM Bank Debt Trades at 19% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Hubbard Radio LLC
is a borrower were trading in the secondary market around 80.8
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $206.9 million Term loan facility is scheduled to mature on
September 30, 2027. The amount is fully drawn and outstanding.
Formed in 2011, Hubbard Radio, LLC is a family controlled and
privately held media company that owns and operates radio stations
in seven of top 30 markets, including Chicago, Washington, D.C.,
Minneapolis/St. Paul, St. Louis, Cincinnati, Seattle, and Phoenix.
Hubbard also operates 2060 Digital, LLC, a national digital
marketing agency based in Cincinnati, OH. Headquartered in St.
Paul, MN, the company is affiliated with Hubbard Broadcasting Inc.,
a television and radio broadcasting company that was started in
1923.
INFINERA CORP: Michael Fernicola Exits CAO Role
-----------------------------------------------
Infinera Corporation disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on June 5, 2024, Michael
Fernicola, the chief accounting officer of the Company, moved out
of his role as CAO and into a transitional role within the
Company's finance organization, reporting directly to Nancy Erba,
the Company's chief financial officer. The Board of Directors of
the Company appointed Ms. Erba to serve additionally as the
principal accounting officer ("PAO") of the Company. The Company
has added senior accounting professionals to the Company's finance
organization, including experienced executives, who will support
Ms. Erba in her additional role as PAO.
About Infinera Corp.
Headquartered in Sunnyvale, Calif., Infinera Corp. --
www.infinera.com -- is a semiconductor manufacturer and global
supplier of networking solutions comprised of networking equipment,
optical semiconductors, software and services. The Company's
portfolio of solutions includes optical transport platforms,
converged packet-optical transport platforms, compact modular
platforms, optical line systems, coherent optical engines and
subsystems, a suite of automation software offerings, and support
and professional services. Leveraging our U.S.-based compound
semiconductor fabrication plant ("fab") and in-house test and
packaging capabilities, the Company designs, develops and
manufactures industry-leading indium phosphide-based photonic
integrated circuits ("PICs") for use in its vertically integrated,
high-capacity optical communications products.
Infinera reported a net loss of $25.21 million for the year ended
Dec. 30, 2023, a net loss of $76.04 million for the year ended Dec.
31, 2022, a net loss of $170.8 million for the year ended Dec. 25,
2021, a net loss of $206.7 million for the year ended Dec. 26,
2020, and a net loss of $386.62 million for the year ended Dec. 28,
2019, a net loss of $214.29 million for the year ended Dec. 29,
2018, and a net loss of $194.51 million for the year ended Dec. 30,
2017.
INFINITE PROPERTIES: Hires Latham Luna Eden & Beaudine as Counsel
-----------------------------------------------------------------
Infinite Properties, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Florida to hire Latham, Luna,
Eden & Beaudine, LLP, as its counsel.
The firm's services include:
(a) advising the Debtor regarding its rights and duties in
this Chapter 11 case;
(b) preparing pleadings, including a disclosure statement and
plan of reorganization; and
(c) taking other necessary actions incident to the proper
preservation and administration of the Debtor's estate.
The firm will charge $300 to $500 per hour for attorney's services
and $105 per hour for paraprofessional services.
In addition, the firm will seek reimbursement for its out-of-pocket
expenses.
The firm received from the Debtor an advance fee of $5,218.
Justin Luna, Esq., a partner at Latham, disclosed in a court filing
that his firm is a "disinterested person" pursuant to Section
101(14) of the Bankruptcy Code.
The firm can be reached at:
Justin M. Luna, Esq
Latham Luna Eden & Beaudine, LLP
201 S. Orange Ave., Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: jluna@lathamluna.com
About Infinite Properties, LLC
Infinite Properties, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No.
24-10115) on May 21, 2024, listing $10 million to $50 million in
both assets and liabilities. The petition was signed by Richard S.
Blaser as managing member.
Justin M. Luna, Esq. at Latham, Luna, Eden & Beaudine, LLP
represents the Debtor as counsel.
INNERLINE ENGINEERING: Fine-Tunes Plan Documents
------------------------------------------------
Innerline Engineering, Inc., submitted a Third Amended Disclosure
Statement describing Fifth Amended Plan dated May 20, 2024.
The Debtor has drastically increased its efforts on collection,
including but not limited to contacting customers daily for the
delinquent invoices; offering payment through ACH; and providing a
2% discount for early payments. The Debtor as also been in regular
contact with PG&E regarding its outstanding invoices.
Pursuant to the Motion for Authority to Use Cash Collateral on
October 10, 2023 (the "7th Interim Cash Collateral Motion") filed
on October 10, 2023, the Debtor proposed to segregate payments for
priority claims of the IRS of $25,170 and the EDD of $8,048 from
November 2023 to February 2024. In preparation of segregating these
payments, the Debtor opened a new debtor-in-possession ("DIP")
account, called "DIP Plan Account"). It initially transferred
$85,500 into the account in November 2023. However, the total
transfer was not in the correct amount of $33,218, as required for
November 2023.
PG&E paid a moderate amount of its outstanding receivables of
approximately $181,000 in January 2024. As a result, the Debtor
transferred into the DIP Plan Account $37,314 (of the $99,654
required through January 2024). Nonetheless, the Debtor still had
total outstanding receivables of approximately $822,131.31. The
Debtor was anticipating catching up in full once the receivables
were collected.
However, PG&E only paid a minimal amount of the outstanding
receivables in February 2024. PG&E had outstanding receivables of
$136,000 within 31-60 days, $198,265 within 90 days, $184,500.90
greater than 90 days, and that totaled $650,612.88. As a
consequence, the Debtor transferred the $37,314 in the DIP Plan
Account back into the DIP Cash Collateral Account in February in
order to assist with paying its operating expenses.
Since February 2024, the Debtor has been unable to transfer the
appropriate funds into the DIP Plan Account due to its difficulty
getting payment from PG&E.
Pursuant to the 8th Interim Cash Collateral Motion, the Debtor
proposed to segregate payments for priority claims of the IRS of
$25,917.29 and the EDD of $8,395.60 from March 2024 to June 2024.
The total segregated payments to the IRS will be $103,669.16 and
EDD will be $33,582.40.
For the next cash collateral period, the Debtor will propose to
segregate payments for priority claims of the IRS of $25,289.65 and
the EDD of $8,612.21 from July 2024 to October 2024. The total
segregated payments to the IRS will be $126,448.25 and EDD will be
$43,061.05.
Class 15 consists of General Unsecured Claims. In the present case,
the Debtor estimates that general unsecured debts total
approximately $3,317,274. Class 16 will be paid $3,000 every
quarter for 5 years. This equals $85,000 which is estimated to pay
approximately 2.56% of each claim. In addition, the Debtor shall
make annual disbursements from its actual net profits. Actual net
profits mean annual gross revenue minus the funds that must be
allocated for working capital of no less than $25,000 and
regular/ongoing business expenditures.
The Debtor will fund the Plan from the operation of its business
and the funds that it has/will have accumulated in its DIP bank
accounts.
A full-text copy of the Third Amended Disclosure Statement dated
May 20, 2024 is available at https://urlcurt.com/u?l=hSTQWi from
PacerMonitor.com at no charge.
The Debtor's Counsel:
Roksana D. Moradi-Brovia, Esq.
W. Sloan Youkstetter, Esq.
RHM LAW LLP
17609 Ventura Blvd., Suite 314
Encino, CA 91316
Telephone: (818) 285-0100
Facsimile: (818) 855-7013
Email: roksana@RHMFirm.com
sloan@RHMFirm.com
About Innerline Engineering
Corona, Cal.-based Innerline Engineering, Inc. --
http://www.innerlineengineering.com/-- offers a variety of
services to municipalities, utility owners, industrial facilities
and commercial property owners for the maintenance of their
underground utilities.
Innerline Engineering filed a petition for Chapter 11 protection
(Bankr. C.D. Cal. Case No. 21-14305) on Aug. 9, 2021, listing as
much as $10 million in both assets and liabilities. Thomas J.C.
Yeh, chief financial officer, signed the petition. Judge Wayne E.
Johnson oversees the case.
Resnik Hayes Moradi LLP serves as the Debtor's bankruptcy counsel.
INTELGENX TECH: Reports $4 Million Net Loss in Q1 2024
------------------------------------------------------
IntelGenx Technologies Corp. filed with the Securities and Exchange
Commission its Quarterly Report on Form
10-Q reporting a net loss of $4 million on $174,000 of total
revenue for the three months ended March 31, 2024, compared to a
net loss of $2.9 million on $162,000 of total revenue for the three
months ended March 31, 2023.
As of March 31, 2024, the Company has $6.5 million in total assets,
$21.9 million in total liabilities, and $15.4 million total
stockholders' deficit.
The Company has financed its operations to date primarily through
public offerings of its common stock, proceeds from issuance of
convertible notes and debentures, bank loans, royalty, up-front and
milestone payments, license fees, proceeds from exercise of
warrants and options, and research and development revenues. The
Company has devoted substantially all of its resources to its drug
development efforts, conducting clinical trials to further advance
the product pipeline, the expansion of its facilities, protecting
its intellectual property and general and administrative functions
relating to these operations. The future success of the Company is
dependent on its ability to develop its product pipeline and
ultimately upon its ability to attain profitable operations. As of
March 31, 2024, the Company had approximately $772,000 in cash. The
Company does not have sufficient existing cash to support
operations for the next year following the issuance of these
financial statements. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
Therefore, management plans to explore any available strategic
alternatives.
Depending on the strategic alternatives available and if the
Company is unable to raise further capital when needed or on
attractive terms, or if it is unable to procure partnership
arrangements to advance its programs, the Company would be forced
to potentially delay, reduce or eliminate some of its research and
development programs and commercial activities.
A full-text copy of the Company's Form 10-Q is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1098880/000106299324010322/form10q.htm
About IntelGenx Technologies
IntelGenx Technologies Corp. is a drug delivery company established
in 2003 and headquartered in Montreal, Quebec, Canada. Our focus is
on the contract development and manufacturing of novel oral thin
film products for the pharmaceutical market. More recently, we have
made the strategic decision to enter the psychedelic market by
entering into a strategic partnership with atai Life Sciences.
As of December 31, 2023, the Company had $8,282,000 in total
assets, $20,529,000 in total liabilities, and $12,247,000 in total
shareholders' deficit.
Montreal, Quebec-based Richter LLP, the Company's auditor since
2005, issued a "going concern" qualification in its report dated
March 21, 2024, citing that the Company does not have sufficient
existing cash and short-term investments to support operations
within the next 12 months which raises doubt about its ability to
continue as a going concern.
INTERAMERICA TITLE: Taps Andrews Myers as Litigation Counsel
------------------------------------------------------------
InterAmerica Title Group, LLC asks the U.S. Bankruptcy Court for
the Southern District of Texas to hire C. Elaine Howard and Andrews
Myers, P.C. as special litigation counsel.
The firm will represent the Debtor in analyzing, prosecuting and
defending certain litigation claims against various parties.
The firm will be paid at these rates:
C. Elaine Howard $500 per hour
Paralegal $200 to 255 per hour
Ms. Howard, shareholder of Andrews Myers, attests that the firm is
a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
C. Elaine Howard, Esq.
Andrews Myers, P.C.
1885 Saint James Place, 15th Floor
Houston, TX 77056-4110
Tel: (713) 850-4249
Email: ehoward@andrewsmyers.com
About InterAmerica Title Group, LLC
InterAmerica Title Group, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-31105) on
March 13, 2024. In the petition signed by Syed Ali, manager, the
Debtor disclosed up to $50,000 in assets and up to $1 million in
liabilities.
Marc J. Magids, Esq., at De Lange & Hudspeth, LLP, represents the
Debtor as legal counsel.
INTERAMERICA TITLE: Taps De Lange & Hudspeth as Bankruptcy Counsel
------------------------------------------------------------------
InterAmerica Title Group, LLC asks the U.S. Bankruptcy Court for
the Southern District of Texas to hire De Lange & Hudspeth, LLP as
its counsel.
The firm will render these services:
a. assist, advise and represent the Debtor relative to the
administration of the chapter 11 case;
b. assist, advise and represent the Debtor in analyzing the
Debtor's assets and liabilities, investigation the extent and
validity of liens and claims, and participating in and reviewing
any proposed asset sales or dispositions;
c. attend meetings and negotiate with the representatives of
the secured creditors;
d. assist in the preparation, analysis, and negotiation of any
plan of reorganization and disclosure statement accompanying any
plan of reorganization;
e. take all necessary action to protect and preserve the
interests of the Debtor;
f. appear before the courts to protect the interests of the
Debtor; and
g. perform all other necessary legal services.
Mr. Magids will charge $400 per hour for his services.
Marc Magids, Esq., Of Counsel with De Lange Hudspeth, disclosed in
a court filing that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Marc J. Magids, Esq.
De Lange Hudspeth
1177 West Loop South, Suite 1300
Houston, TX 77027
Telephone: (713) 871-2000
Facsimile: (713) 871-2020
About InterAmerica Title Group, LLC
InterAmerica Title Group, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-31105) on
March 13, 2024. In the petition signed by Syed Ali, manager, the
Debtor disclosed up to $50,000 in assets and up to $1 million in
liabilities.
Marc J. Magids, Esq., at De Lange & Hudspeth, LLP, represents the
Debtor as legal counsel.
INTRUSION INC: Reports Net Loss of $1.7MM in Q1 2024
----------------------------------------------------
Intrusion, Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting a net loss of $1.7
million on $1.1 million revenue for the three months ended March
31, 2024, compared to a net loss of $4.7 million on $1.3 million of
revenue for the three months ended March 31, 2023.
As of March 31, 2024, the Company had cash and cash equivalents of
$0.1 million and a working capital deficit of $4.7 million. In
addition, the Company has incurred net operating losses during the
last four years.
The Company's principal source of funding operations in the March
2024 quarter has been proceeds received from the issuance of notes
payable to Management of $1.3 million and through the issuance of
common stock using the Company's ATM program which provided $0.5
million. Subsequent to March 31, 2024, through the date of these
financial statements, the Company has received $5.7 million in net
proceeds from the issuance of common stock in a series of
transactions which include $2.6 million from a private placement,
$2.5 million from ATM sales and $0.6 million from the exercise of
warrants. As of May 10, 2024, the Company had $2.4 million in
cash.
Management plans to fund the operations of the Company through the
issuance of common stock using a combination of the ATM and
additional private placements. If the Company is not able to raise
adequate funds under the Company's ATM program or obtain additional
equity financing, the Company may be unable to implement the
Company's business plan, fund its liquidity needs or even continue
its operations.
As of March 31, 2024, the Company has $5.7 million in total assets,
$6.9 million in total liabilities, and $1.2 million total
stockholders' deficit.
A full-text copy of the Company's Form 10-Q is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/736012/000168316824003495/intrusion_i10q-033124.htm
About Intrusion
Headquartered in Plano, Texas, Intrusion Inc. offers businesses of
all sizes and industries products and services that leverage the
Company's exclusive threat intelligence database of over 8.5
billion IP addresses and domain names.
As of December 31, 2023, the Company had $6.25 million in total
assets, $15.8 million in total liabilities, and $9.56 million in
total stockholders' deficit.
Dallas, Texas-based Whitley Penn LLP, the Company's auditor since
2009, issued a "going concern" qualification in its report dated
April 1, 2024, citing that the Company has suffered recurring
losses from operations, negative cash flows from operations, and
has a net working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.
IQSTEL INC: Announces $290 Million 2024 Annual Revenue Forecast
---------------------------------------------------------------
iQSTEL Inc., on June 4, 2024, increased its revenue forecast for
FY-2024 to $290 million. The forecast increase is based both on
anticipated organic growth and the revenue contribution from the
recent QXTEL acquisition.
iQSTEL reported $144.5 million in audited revenue for FY-2023. The
$290 million revenue forecast for FY-2024 represents a year to year
revenue increase of more than 100%.
At this time, the $290 million FY-2024 revenue forecast does not
include any contribution from the recently announced acquisition of
Lynk Telecom anticipated to close not later than July 1, 2024. The
company may revise its forecast higher following the Lynk Telecom
acquisition closing.
Based on preliminary accounting, the company realized $54 million
in revenue for the combined months of April and May. This
represents substantial revenue growth over iQSTEL's $51.4 million
in revenue for the first three months of this year reported in the
recently published, auditor reviewed, Q1 FY-2024 report.
Organic Growth Driving Overall Revenue Growth According to the
Company, while the revenue from acquisitions is adding to revenue
growth, it is important to highlight the organic growth that is
fueling the more substantial overall growth.
iQSTEL executed acquisitions in 2022 and 2021 and reported annual
revenue growth of approximately 44% each year. In 2023, the
company executed no acquisitions and reported revenue growth of
approximately 55% driven completely by organic sales expansion.
The Company's increased organic growth in 2023 demonstrates the
effectiveness of its ability to integrate acquired operations. By
making acquired businesses part of iQSTEL's overall product
portfolio, the Company is able to drive increased organic growth
through cross selling and collective sales efficiencies.
"Accordingly, our sales forecast announced today does not just
reflect the simple addition of acquired revenue, but the projected
organic growth anticipated from the effective integration of
acquired operations. Based on our history of successfully
integrating previously acquired operations and increasing overall
organic growth, we believe our current organic growth projections
are sound," the Company said.
Bottom Line Growth Projections
In addition to the $290 million FY-2024 revenue forecast, iQSTEL is
forecasting $7.5 million in gross profit for FY-2024 compared to
$4.6 million reported in FY-2023. The company reported $1.3
million in gross profit for Q1 FY-2024. Management has a positive
operating income of seven digits forecast for FY-2024.
The Company added, "We are pleased with the bottom line projections
for the current fiscal year but want to highlight the even larger
expectation for the bottom line beyond this fiscal year.
"The revenue growth from the recent acquisitions and the organic
revenue growth that will subsequently result from the recent
acquisitions will be realized before the downstream bottom line
benefits of the increased revenue is fully realized. The
operational efficiencies from streamlining multiple operations
takes more time to flow to the bottom line than do the benefits of
increased revenue. We expect even greater bottom line benefit next
year resulting from the revenue growth we achieve this year."
Mr. Iglesias commented, "The Company is experiencing exponential
revenue growth this year. We are literally skyrocketing in
FY-2024. We are well on track to more than double the company's
revenue in FY-2024. Following a recent planning session in
Washington at the International Telecom Week (ITW) Conference, we
believe the company is on the path to becoming in a
telecommunications powerhouse. Our exceptional recent performance
is coinciding with our homestretch push to finalize a Nasdaq
uplisting."
About IQSTEL
iQSTEL Inc. (OTC-QX: IQST) (www.iQSTEL.com) is a Coral Gables,
FL-based technology company with presence in 19 countries and 70
employees that is offering leading-edge services through its
business divisions. iQSTEL has four business divisions delivering
accessibly to the necessary tools in today's pursuit of basic human
needs: Telecommunications, Fintech, Electric Vehicles and
Metaverse.
Pittsburgh, Pennsylvania-based Urish Popeck & Co., LLC, the
Company's auditor since 2020, issued a "going concern"
qualification in its report dated April 1, 2024, citing that the
Company has suffered recurring losses from operations and does not
have an established source of revenues sufficient to cover its
operating costs, which raise substantial doubt about its ability to
continue as a going concern.
IVANTI SOFTWARE: $545MM Bank Debt Trades at 21% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Ivanti Software Inc
is a borrower were trading in the secondary market around 79.2
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $545 million Term loan facility is scheduled to mature on
December 1, 2028. The amount is fully drawn and outstanding.
Ivanti Software, Inc. provides information technology services. The
Company offers IT asset management, security, endpoint, and supply
chain solutions.
K9 CONSULTANTS: Case Summary & Four Unsecured Creditors
-------------------------------------------------------
Debtor: K9 Consultants SPV I, LLC
551 NE 200th Ave.
Williston, FL 32696
Business Description: K9 Consultants is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)). The Debtor is the owner of real
property located 551 NE 200th Avenue,
Williston, Florida 32696 valued at $1.8
million.
Chapter 11 Petition Date: June 7, 2024
Court: United States Bankruptcy Court
Northern District of Florida
Case No.: 24-10121
Debtor's Counsel: Jake C. Blanchard, Esq.
BLANCHARD LAW, P.A.
8221 49th Street N.
Pinellas Park, FL 33781
Tel: 727-531-7068
Fax: 727-535-2068
Email: jake@jakeblanchardlaw.com
Total Assets: $1,800,000
Total Liabilities: $2,326,000
The petition was signed by Michael Sichenzia as special 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/FMO5JWI/K9_Consultants_SPV_I_LLC__flnbke-24-10121__0001.0.pdf?mcid=tGE4TAMA
KAISER GYPSUM: SCOTUS Says Insurers Can Have Standing in Ch.11
--------------------------------------------------------------
The United States Supreme Court, ruling 8-0, held that an insurer
with financial responsibility for bankruptcy claims is a "party in
interest" under 11 U.S.C. sec. 1109(b) that "may raise and may
appear and be heard on any issue" in a Chapter 11 case. The
Supreme Court reversed and remanded, in an opinion by Justice
Sotomayor on June 6, 2024. Justice Alito took no part in the
consideration or decision of the case.
Truck Insurance Exchange is the primary insurer for companies that
manufactured and sold products containing asbestos. Two of those
companies, Kaiser Gypsum Co. and Hanson Permanente Cement
(Debtors), filed for Chapter 11 bankruptcy after facing thousands
of asbestos-related lawsuits. As part of the bankruptcy process,
the Debtors filed a proposed reorganization plan (Plan). That Plan
creates an Asbestos Personal Injury Trust (Trust) under 11 U. S. C.
sec. 524(g), a provision that allows Chapter 11 debtors with
substantial asbestos-related liability to fund a trust and channel
all present and future asbestos-related claims into that trust.
Truck is contractually obligated to defend each covered asbestos
personal injury claim and to indemnify the Debtors for up to
$500,000 per claim. For their part, the Debtors must pay a $5,000
deductible per claim, and assist and cooperate with Truck in
defending the claims. The Plan treats insured and uninsured claims
differently, requiring insured claims to be filed in the tort
system for the benefit of the insurance coverage, while uninsured
claims are submitted directly to the Trust for resolution.
Truck sought to oppose the Plan under sec.1109(b) of the Bankruptcy
Code, which permits any "party in interest" to "raise" and "be
heard on any issue" in a Chapter 11 bankruptcy. Among other things,
Truck argues that the Plan exposes it to millions of dollars in
fraudulent claims because the Plan does not require the same
disclosures and authorizations for insured and uninsured claims.
Truck also asserts that the Plan impermissibly alters its rights
under its insurance policies. The District Court confirmed the
Plan. It concluded, among other things, that Truck had limited
standing to object to the Plan because the Plan was "insurance
neutral," i.e., it did not increase Truck's prepetition obligations
or impair its contractual rights under its insurance policies. The
Fourth Circuit affirmed, agreeing that Truck was not a "party in
interest" under sec. 1109(b) because the plan was "insurance
neutral."
According to SCOTUS, an insurer with financial responsibility for
bankruptcy claims can be directly and adversely affected by the
reorganization proceedings in myriad ways. In this case, for
example, Truck will have to pay the vast majority of the Trust's
liability, and sec. 524(g)'s channeling injunction, which stays any
action against the Debtors, means that Truck would stand alone in
carrying that financial burden. According to Truck, however, a plan
that lacks the disclosure requirements for the uninsured claims
risks exposing Truck to millions of dollars in fraudulent tort
claims. The Government frames Truck's interest slightly
differently, but the result is the same: Where a proposed plan
"allows a party to put its hands into other people's pockets, the
ones with the pockets are entitled to be fully heard and to have
their legitimate objections addressed," SCOTUS says, citing In re
Global Indus. Technologies, Inc., 645 F. 3d 201, 204.
SCOTUS explains providing Truck an opportunity to be heard is
consistent with sec. 1109(b)'s purpose of promoting a fair and
equitable reorganization process. SCOTUS notes the Plan eliminates
the Debtors' ongoing liability, and claimants similarly have little
incentive to propose barriers to their ability to recover from
Truck. Truck may well be the only entity with an incentive to
identify problems with the Plan.
Matthew Madden, an appellate partner and litigator at Kramer Levin,
says:
* The Court's holding gives insurance companies a seat at the
table when bankruptcy cases address claims covered by their
policies.
* The decision is especially significant in bankruptcies
involving mass-tort liability, including from asbestos,
pharmaceuticals, and sex abuse.
* The Court's unanimous decision tracks the back-and-forth at
oral argument, during which justices had questioned why insurance
companies on the hook to pay tort claims under a reorganization
plan should be excluded from objecting to that plan.
About Kaiser Gypsum
Kaiser Gypsum Company, Inc.'s principal business consisted of
manufacturing and marketing gypsum plaster, gypsum lath and gypsum
wallboard. It has no current business operations other than
managing its legacy asbestos-related and environmental liabilities.
Kaiser Gypsum has no material tangible assets.
Hanson Permanente Cement, Inc.'s primary business was the
manufacture and sale of Portland cement products. It is a wholly
owned, indirect subsidiary of non-debtor Lehigh Hanson, Inc.
HPCI is the direct parent of Kaiser Gypsum as well as non-debtor
Hanson Micronesia Cement, Inc. and non-debtor Hanson Permanente
Cement of Guam, Inc., the operating subsidiaries. Non-debtor
Permanente Cement Company, which has no assets or operations, is
also a wholly owned subsidiary of HPCI.
Kaiser Gypsum and HPCI sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.C. Case Nos. 16-31602 and 16-10414)
on Sept. 30, 2016. Charles E. McChesney, II, vice president and
secretary, signed the petitions.
The Debtors tapped Rayburn Cooper & Durham P.A. and Jones Day as
their bankruptcy counsel, NERA Economic Consulting as consultant,
and PricewaterhouseCoopers LLP as financial advisor. Cook Law Firm
P.C., K&L Gates LLP and Miller Nash Graham & Dunn LLP serve as
special counsel.
At the time of the bankruptcy filing, the Debtors estimated their
assets and liabilities at $100 million to $500 million.
The U.S. Bankruptcy Administrator for the Western District of North
Carolina appointed an official committee of unsecured creditors.
The creditors' committee hired Blank Rome LLP and Moon Wright &
Houston, PLLC as bankruptcy counsel.
The official committee representing asbestos personal injury
claimants retained Caplin & Drysdale, Chartered as its legal
counsel.
Lawrence Fitzpatrick, the future claimants' representative, tapped
Young Conaway Stargatt & Taylor, LLP as his bankruptcy counsel,
Alexander Ricks PLLC as local counsel, and Ankura Consulting Group,
LLC as claims evaluation consultant.
KERRI WILSON: Seeks to Hire Collins Law PLLC as Legal Counsel
-------------------------------------------------------------
The Kerri Wilson Foundation LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of New York to hire
Collins Law, PLLC as its counsel.
The firm's services include:
(a) advising the Debtor of its rights, powers, and duties as
debtor and debtor in possession while operating and managing its
business and property under Chapter 11 of the Bankruptcy Code;
(b) preparing on behalf of the Debtor all necessary and
appropriate applications, motions, proposed orders, other
pleadings, notices, schedules, and other documents, and reviewing
financial and other reports to be filed in this Chapter 11 case;
(c) advising the Debtor concerning, and preparing responses
to, applications, motions, other pleadings, notices, and other
papers that may be filed by other parties in these bankruptcy
cases;
(d) advising the Debtor with respect to, and assisting in the
negotiation and documentation of, financing agreements and related
transactions;
(e) reviewing the nature and validity of any liens asserted
against the Debtor's property and advising the Debtor concerning
the enforceability of such liens;
(f) advising the Debtor regarding its ability to initiate
actions to collect and recover property for the benefit of its
estate;
(g) advising and assisting the Debtor in connection with any
potential asset sales and property dispositions;
(h) advising the Debtor concerning executory contract and
unexpired lease assumptions, assignments, and rejections as well as
lease restructurings and recharacterizations;
(i) advising the Debtor in connection with the formulation,
negotiation, and promulgation of a plan or plans of reorganization,
and related transactional documents;
(j) assisting the Debtor in reviewing, estimating, and
resolving claims asserted against the Debtor's estate;
(k) commencing and conducting litigation necessary and
appropriate to assert rights held by the Debtor, protect assets of
the Debtor's Chapter 11 estate, or otherwise further the goal of
completing the Debtor's successful reorganization; and
(l) providing non-bankruptcy services for the Debtor to the
extent requested by the Debtor.
The firm will charge $250 per hour for its services.
Collins Law, PLLC is a "disinterested person" within the meaning of
Sec. 101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Timothy R. Collins, Esq.
Collins Law, PLLC
3407 Delaware Avenue, Suite 257
Tonawanda, NY 14217
Phone: (716) 693-0070
About The Kerri Wilson Foundation
The Kerri Wilson Foundation LLC sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. W.D. N.Y. Case No. 24-10395) on
April 15, 2024, with $100,001 to $500,000 in assets and
liabilities.
Timothy R. Collins at Collins Law, PLLC represents the Debtor as
legal counsel.
KIDKRAFT INC: Seeks to Hire Vinson & Elkins as Bankruptcy Counsel
-----------------------------------------------------------------
KidKraft, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire Vinson
& Elkins LLP as their counsel.
The firm will render these services:
a. provide legal advice with respect to the Debtors' powers
and duties as debtors in possession in the operation of their
businesses and the management of bankruptcy estate property;
b. prepare all necessary motions, answers, orders, reports,
and other legal papers on the Debtors' behalf in connection with
the administration of their bankruptcy estates;
c. analyze proofs of claim that may be filed against the
Debtors and potential objections to such claims;
d. analyze certain executory contracts and unexpired leases
and potential assumptions, assignments, or rejections of such
contracts and leases;
e. advise the Debtors with respect to corporate and certain
litigation matters, including discovery requests, and matters
related to the Bankruptcy Code's automatic stay as well as
compliance with non-bankruptcy law;
f. consult with the U.S. Trustee, any official committee of
unsecured creditors appointed in the Chapter 11 cases, any other
committees that may be appointed in these Chapter 11 cases, and all
other creditors and parties in interest concerning the
administration of these Chapter 11 cases;
g. take action on the Debtors' behalf to obtain approval of
the Sale Transaction and consummate the same;
h. take action on the Debtors' behalf to obtain approval of
the Disclosure Statement and confirmation of the Plan; and
i. provide representation and all other legal services
required by the Debtors in discharging their duties as debtors in
possession or otherwise in connection with these Chapter 11 cases.
The firm will be paid at these rates:
Attorneys $850 to $2,050 per hour
Paraprofessionals $570 to $600 per hour
The firm received a retainer in the amount of $100,000.
The following are provided in response to the request for
additional information set forth in Paragraph D.1 of the
Guidelines:
Question: Did Vinson & Elkins agree to any variations from, or
alternatives to, Vinson & Elkins' standard billing arrangements for
this engagement?
Answer: Yes, Vinson & Elkins has agreed to a discount of its
standard or customary billing arrangements for this engagement.
Vinson & Elkins will continue to apply the discount during the
pendency of these Chapter 11 cases.
Question: Do any of the Vinson & Elkins professionals in this
engagement vary their rate based on the geographic location of
these Chapter 11 cases?
Answer: No.
Question: If Vinson & Elkins has represented the Debtors in the
12 months prepetition, disclose Vinson & Elkins' billing rates and
material financial terms for the prepetition engagement, including
any adjustments during the 12 months prepetition. If Vinson &
Elkins' billing rates and material financial terms have changed
postpetition, explain the difference and the reasons for the
difference.
Answer: Vinson & Elkins will use the same hourly rates for
services rendered on behalf of the Debtors during the pendency of
these Chapter 11 cases as it used during the 12 months prior to the
Petition Date, subject to an upward hourly rate adjustment that
became effective as of January 1, 2024, in accordance with the
Engagement Letter. In the 12 months preceding these Chapter 11
cases, Vinson & Elkins' hourly rates for services rendered on
behalf of the Debtors ranged as follows:
Timekeeper U.S. Range
Partners $1,700 to $2,050
Associates $850 to $1,325
Paraprofessionals $570 to $600
Question: Have the Debtors approved Vinson & Elkins' budget and
staffing plan, and, if so, for what budget period?
Answer: Yes, the Debtors have approved Vinson & Elkins'
prospective budget and staffing plan for the period from May 10,
2024 through the projected effective date of the Chapter 11 Cases.
Lauren Kanzer, a partner at Vinson & Elkins LLP, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
David S. Meyer, Esq.
Lauren R. Kanzer, Esq.
VINSON & ELKINS LLP
1114 Avenue of the Americas, 32nd Floor
New York, NY 10036
Tel: (212) 237-0000
Fax: (212) 237-0100
Email: dmeyer@velaw.com
lkanzer@velaw.com
About KidKraft
KidKraft, Inc. manufactures and sells wooden toys and furniture.
The Company offers easels, puzzles, dollhouses, tables, chairs, and
toddler beds.
KidKraft, Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (N.D. Tex. Case No. Bankr.
24-80045) on May 10, 2024, listing $100,000,001 to $500 million in
both assets and liabilities.
Judge Michelle V Larson presides over the case.
Matthew David Struble, Esq. at Vinson & Elkins represents the
Debtor as counsel.
KINGDOM CARE: Judy Wolf Weiker Named Subchapter V Trustee
---------------------------------------------------------
The U.S. Trustee for Region 10 appointed Judy Wolf Weiker of
Manewitz Weiker Associates, LLC as Subchapter V trustee for Kingdom
Care, LLC.
Ms. Weiker will be paid an hourly fee of $375 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Weiker declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Judy Wolf Weiker
Manewitz Weiker Associates, LLC
P.O. Box 40185
Indianapolis, IN 46240
Phone: 973-768-2735
Email: JWWtrustee@manewitzweiker.com
About Kingdom Care
Kingdom Care, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ind. Case No. 24-02617) on May 21,
2024, with $500,001 to $1 million in both assets and liabilities.
Judge Jeffrey J. Graham presides over the case.
KOHL'S CORP: Fitch Lowers LongTerm IDR to BB, Outlook Stable
------------------------------------------------------------
Fitch Ratings has downgraded Kohl's Corporation's Long-Term Issuer
Default Rating (IDR) to 'BB' from 'BB+'. The company's $1.5 billion
asset-based loan (ABL) credit facility has been affirmed at
'BBB-'/'RR1' while its unsecured notes have been downgraded to
'BB'/'RR4' from 'BB+'/'RR4'. The Rating Outlook is Stable.
The downgrade reflects Kohl's continued EBITDA declines. The
declines signal that the company may not be able to successfully
execute an operating strategy to profitably defend market share in
the secularly challenged department store space.
Fitch views flattish revenue and EBITDA in the medium term as
Kohl's best-case scenario. The company's recently reduced 2024
guidance suggests a rebased EBITDA of around $1 billion, below the
$1.2 billion in Fitch's prior forecast.
Kohl's ratings continue to reflect its reasonable position in the
challenging department store sector, its good asset base including
good physical infrastructure, and its cash flow generation to
support business investment. The rating incorporates Fitch's view
that revenue and EBITDA could trend around $17 billion and $1
billion, respectively, yielding EBITDAR leverage sustained in the
high 3x range.
KEY RATING DRIVERS
Weaker-than-Expected Performance: Despite some structural
advantages relative to peers, including its off-mall real estate
positioning, Kohl's results have been weak, with 2024 revenue and
EBITDA projected around $16.8 billion and $1.0 billion,
respectively, versus Fitch's prior expectation of approximately $17
billion and $1.2 billion. This is well below the respective
pre-pandemic 2019 levels of $20.0 billion and $2.0 billion and a
decline from the $17.5 billion and $1.25 billion produced in 2023.
Given recent earnings revisions and ongoing macro and
company-specific headwinds, modest downside to its current
projections is possible, but Fitch expects that Kohl's can
stabilize EBITDA near $1 billion over time.
Kohl's "other" revenue in 2023, which Fitch expects to have been
largely credit card revenue, was $900 million and recent late fee
changes could reduce revenue by a few hundred million dollars.
Fitch recognizes the late fee rules are out of Kohl's control. The
company is working on several efforts, including a new co-brand
card, which could mitigate the ultimate impact on results.
Operating Challenges: Kohl's weak operating trajectory and evolving
strategies to stabilize performance highlight the difficulties in
executing effectively to stabilize operations in the department
store space. Fitch historically viewed Kohl's as able to navigate
industry challenges and defend or even gain share. The company has
a reasonable store base with limited indoor mall exposure, good
omnichannel capabilities, and cash flow generation to materially
invest in topline strategies and productive relationships with
merchandise vendors and key partners.
Key partners include Amazon.com, Inc., beauty retailer Sephora
(owned by LVMH Moët Hennessy Louis Vuitton) and newly announced
baby gear partner Babies"R"Us. Given recent performance, Fitch
believes the company's ability to reverse operating trends has
diminished, and now expects revenue and EBITDA could be flattish
over the medium term, versus prior expectations of modest growth.
The company's recent reduction to 2024 guidance, suggesting an
approximately 20% EBITDA decline from already challenged 2023
levels, raises questions around the company's ability to stabilize
results and what revenue and EBITDA levels could be achieved longer
term.
Headwinds for Department Stores: Department stores will continue to
face longer-term secular headwinds, including consumers spending
less time in malls (less impactful to Kohl's given its off-mall
positioning), changes in apparel buying behavior and encroaching
competition from newer channels, including value-oriented and
online players.
Stronger Operators' Advantages: Fitch expects financially and
operationally stronger players to at least maintain market share
and modestly grow revenue. However, this depends on their ability
to effectively build and sustain strategies to differentiate
themselves from peers and maintain customer loyalty.
Stronger players' ability to stabilize share is also supported by
the exit of some competitors during the pandemic and relative
inability of weaker players to invest in initiatives to reverse
weak trajectories. Kohl's has the structural tools to support
market share stabilization, but has not demonstrated an ability to
harness its advantages in recent years.
Business Model Evolution: Kohl's has outlined a strategy for low
single-digit revenue growth through the Sephora rollout (targeting
over $2 billion in revenue), investments in digital/omnichannel,
new brand introductions and loyalty program enhancements. CEO Tom
Kingsbury, who was appointed in 2023, has added a focus on category
expansions, like gifting and impulse purchases, and tighter
inventory purchasing to enhance merchandise newness and freshness.
The company also set a long-term target of attaining a 7%-8%
operating margin through inventory and expense management, pricing
optimization and supply chain efficiencies. This is in line with
2016-2018 performance (mid-5% in 2019), albeit well above the 4.1%
(per management calculation) recorded in 2023 and 3.0% to 3.5%
guided for 2024.
Changes Offset by Sales Declines Elsewhere: While some of Kohl's
strategies have driven positive results, the company's overall
performance suggests these initiatives may at best mitigate ongoing
headwinds. For example, the company indicated that Sephora is
currently a $1.4 billion business since its 2021 launch, although
overall corporate revenue is down around $2 billion from that time.
Fitch's projections of flattish revenue and EBITDA in the medium
term embed expectations that new brand and category extensions
could drive incremental sales, but be offset by declines elsewhere
in the merchandise mix.
Leverage Around High-3x: Kohl's 2023 EBITDAR leverage was about
3.4x, meaningfully above the low-2.0x range reported from 2018
through 2021 (excluding pandemic-affected 2020) given EBITDA
challenges. The company is committed to maintaining Fitch-defined
EBITDAR leverage at or below mid-2x and repaid $275 million of
unsecured notes maturities in 2023 using cash on hand, leaving
around $1.65 billion of debt outstanding at the end of 2023.
The company also indicated it is redeeming its 2025 $113 million
unsecured notes maturity in June 2024 and the remaining $353
million of unsecured notes due in 2025 could provide further
deleveraging opportunities. However, given Fitch's EBITDA
assumptions, Kohl's EBITDAR leverage is expected to be in the
high-3x range in 2024.
Positive Cash Flow Generation: Kohl's good cash generation is an
asset, allowing the company to invest in topline initiatives while
managing balance sheet goals and shareholder returns. Fitch expects
FCF after dividends and adding back non-cash finance lease
amortization could trend in the $200 million range beginning 2024
assuming neutral working capital and capex in the $500 million
range, around $75 million below 2023. The company ended 2023 with
$183 million in cash and access to a $1.5 billion ABL due July
2028.
DERIVATION SUMMARY
Other Fitch-rated U.S. department store peers include national
competitors Macy's Inc. (BBB-/Stable) and Nordstrom, Inc.
(BB/Stable) and regional player Dillard's Inc. (BBB-/Stable). Each
is contending with the industry's secular headwinds and
continuously refining strategies to defend market share.
Initiatives include investments in omnichannel models, portfolio
reshaping to reduce exposure to weaker indoor malls, and efforts to
strengthen merchandise assortments and service levels.
These initiatives have had varying levels of success in recent
years, with Dillard's showing the best operating trajectory.
Nordstrom and Kohl's have produced the weakest results across
topline and profitability, while Macy's results have been somewhat
mixed, with topline declines mitigated by good inventory and
expense management with limited EBITDA contraction.
Structurally, the three national players should be best positioned
to accelerate investment and transformation efforts given greater
relative scale and cash flow generation. In particular, Kohl's
should benefit from its off-mall real estate positioning, while
Nordstrom should benefit from its exposure to the off-price segment
and the higher-end merchandise positioning of its full price
locations. However, neither has demonstrated an ability to
capitalize on what should be fundamental advantages, which Fitch
expects is likely due to execution challenges.
Prior to the pandemic, the three national players operated with
EBITDAR leverage below 3.5x (closer to mid-2x for Kohl's) to
support investment-grade ratings. Current ratings include
expectations of Macy's, Kohl's, and Nordstrom operating with
leverage under 3.0x, 4.0x, and 4.0x, respectively. Dillard's
EBITDAR leverage is projected around 1x, modestly below
pre-pandemic levels that were closer to 1.5x. From a rating
perspective, the company's low leverage is balanced by a relatively
smaller scale compared with peers.
KEY ASSUMPTIONS
- Fitch projects Kohl's 2024 revenue to decline around 4% to
high-$16 billion from $17.5 billion in 2023 and well below the $20
billion recorded in 2019. Declines in 2024 are forecast to be
driven by ongoing comparable store sales declines, falls in credit
income following regulatory changes, and the loss of a 53rd week
from 2023. Revenue could remain in the mid- to high-$16 billion
range in the medium term, as growth in some newer categories like
beauty is offset by ongoing declines in Kohl's base business. Fitch
projects Kohl's comparable store sales to remain flattish through
the medium term.
- EBITDA, which was approximately $1.25 billion in 2023 relative to
$2 billion in 2019, could moderate to around $1 billion in 2024
given revenue declines and some topline investments. EBITDA could
remain rangebound thereafter, given flattish sales, with margins
trending in the high-5% range relative to low-7% in 2023 and around
10% in 2019.
- Annual FCF (after dividends and adding back non-cash finance
lease amortization) is projected to trend in the $200 million range
in the medium term given Fitch's EBITDA assumptions, neutral
working capital, approximately $500 million of annual capex and
annual dividends in the low-$200 million range. This compares with
around $300 million in FCF in 2019, which benefitted from higher
EBITDA of around $2.0 billion. However, this is mitigated by higher
capex (by around $350 million) and dividends (by around $200
million) that year.
- FCF could be directed toward a combination of debt reduction,
share buybacks or additional business reinvestment. The company has
indicated plans to repay its $113 million of unsecured notes due
2025 in June 2024 and intends to fully pay off its revolver, on
which it had $92 million drawn at the end of 2023, by the end of
2024.
- EBITDAR leverage, which was 3.4x in 2023 compared with the low-2x
between 2018 and 2021 (excluding pandemic-affected 2020) on lower
EBITDA, could be sustained in the high-3x over the medium term
given Fitch's EBITDA projections and some FCF deployment toward
debt reduction.
- Kohl's capital structure primarily consists of unsecured debt
with a fixed interest rate structure. Pricing for the company's ABL
is based on SOFR, whose rates are forecast in the 4%-5% range over
the medium term, given the higher interest rate environment.
RECOVERY ANALYSIS
Fitch does not employ a waterfall recovery analysis for issuers
assigned ratings in the 'BB' category. The further up the
speculative grade continuum a rating moves, the more compressed the
notching between the specific classes of issuances becomes. Fitch
rates Kohl's ABL 'BBB-'/'RR1', notched up two ratings from the IDR
given its security package. Kohl's unsecured notes are rated
'BB'/'RR4'.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- An upgrade could result from stronger-than-expected operating
momentum, which, in conjunction with financial policy decisions,
would yield EBITDAR leverage sustained below 3.5x. An upgrade could
also result from a combination of better than expected EBITDA
performance and debt reduction such that EBITDAR leverage trended
below 3.5x.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A downgrade could result from EBITDAR leverage sustained above
4.0x, because of either weaker-than-expected operating performance
or financial policy decisions.
LIQUIDITY AND DEBT STRUCTURE
As of May 4, 2024, Kohl's had a cash balance of $228 million and
$355 million borrowed on its $1.5 billion ABL credit facility
maturing January 2028. In January 2023, the company entered into a
new ABL, which replaced a $1 billion senior unsecured revolving
credit facility maturing October 2026. The ABL is governed by a
borrowing base of inventory and receivables.
As of May 4, 2024, Kohl's debt included $1.6 billion of unsecured
notes, along with the $355 million in borrowings on its ABL
facility. The company recently announced an intention to repay its
$113 million of unsecured notes due May 2025 in June 2024; the
company also plans to repay its outstanding ABL borrowings by the
end of 2024. Beyond the $113 million due May 2025, Kohl's next
maturity is in July 2025, when approximately $350 million of
unsecured notes come due. Fitch expects this maturity to be
refinanced but recognizes that Kohl's could use a combination of
cash and refinancing given its recent efforts to reduce debt.
ISSUER PROFILE
Kohl's is the second largest department store operator in the U.S.
with approximately $17 billion in revenue across its digital
presence and around 1,170 stores, largely in off-mall centers.
SUMMARY OF FINANCIAL ADJUSTMENTS
Financial statement adjustments that depart materially from those
contained in the published financial statements of the relevant
rated entity or obligor are disclosed below:
- EBITDA adjusted for stock-based compensation;
- Operating lease expense capitalized by 8x for historical and
projected adjusted debt.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Kohl's Corporation LT IDR BB Downgrade BB+
senior unsecured LT BB Downgrade RR4 BB+
senior secured LT BBB- Affirmed RR1 BBB-
KWIKCLICK INC: Posts $736,376 Net Loss in Q1 2024
-------------------------------------------------
KwikClick, Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $736,376 on $30,891 of revenue for the three months ended March
31, 2024, compared to a net loss of $857,371 on $85,317 of revenue
for the three months ended March 31, 2023.
Since the commencement of the Kwik platform, the Company has
accumulated a deficit of $11,138,906 and working capital deficit of
$3,040,957 as of March 31, 2024.
As of March 31, 2024, the Company had $1,481,467 in total assets,
$3,085,025 in total liabilities, and $1,603,558 in total
stockholders' deficit.
The Company will require additional funding to finance the growth
of its future operations as well as to achieve its strategic
objectives. The ability of the Company to continue as a going
concern is dependent on the Company's ability to raise additional
capital and generate revenue.
A full-text copy of the Company's Form 10-Q is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1884164/000168316824003490/kwik_i10q-033124.htm
About KwikClick Inc.
KWIKClick, Inc., a Delaware corporation. KWIKClick is a social
interaction, selling, and referral software platform. Stores and
manufacturers wishing to promote their products or services on the
KWIKClick software platform, pay nothing to use the platform, which
connects them to promoters, influencers, and customers, all
referred to as "affiliates".
The Company had a net loss of approximately $3,900,000 for the year
ended December 31, 2023. As of December 31, 2023, the Company had
$1,555,889 in total assets, $2,829,843 in total liabilities, and
$1,273,954 in total stockholders' deficit.
Los Angeles, Calif.-based GreenGrowth CPAs, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated April 15, 2024, citing that the Company has suffered
recurring losses since inception and has not achieved profitable
operations, which raise substantial doubt about its ability to
continue as a going concern.
LASERSHIP INC: $455MM Bank Debt Trades at 24% Discount
------------------------------------------------------
Participations in a syndicated loan under which Lasership Inc is a
borrower were trading in the secondary market around 76.2
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $455 million Term loan facility is scheduled to mature on May
7, 2029. The amount is fully drawn and outstanding.
LaserShip is a regional last-mile delivery company that services
the Eastern and Midwest United States. Founded in 1986, LaserShip
is based in Vienna, Virginia, and has sorting centers in New
Jersey, Ohio, North Carolina, and Florida.
LAVIE CARE: Hires Kurtzman Carson Consultants as Claims Agent
-------------------------------------------------------------
LaVie Care Centers, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Northern District of Georgia to hire
Kurtzman Carson Consultants LLC as its claims and noticing agent.
The firm will oversee the distribution of notices and will assist
in the maintenance, processing and docketing of proofs of claim
filed in the Debtors' Chapter 11 cases.
Prior to the petition date, the Debtor provided the firm a retainer
in the amount of $50,000.
The firm will bill the Debtor monthly and the Debtors agreed to pay
out-of-pocket expenses incurred by the firm.
Evan Gershbein, executive vice president of Kurtzman's Corporate
Restructuring Services, disclosed in a court filing that his firm
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Evan Gershbein
Kurtzman Carson Consultants, LLC
222 N. Pacific Coast Highway, 3rd Floor
El Segundo, CA 90245
Tel: (310) 823-9000
Fax: (310) 823-9133
Email: egershbein@kccllc.com
About LaVie Care Centers
LaVie Care Centers, LLC, is the parent company of skilled nursing
facility operators and providers, with facilities primarily located
in Mississippi, North Carolina, Pennsylvania and Virginia. The
Company operates 43 licensed facilities, with 4,300 beds, providing
short-term rehabilitation, comprehensive post-acute care, and
long-term care to its residents.
On June 2 and 3, 2024, LaVie Care Centers and 281 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 24-55507),
before the Honorable Paul Baisier, in Atlanta.
McDermott Will & Emery LLP is serving as legal counsel to the
Debtors, Stout Capital LLC is serving as investment banker, and
Ankura Consulting is serving as financial advisor (including the
retention of M. Benjamin Jones, Senior Managing Director at Ankura,
as the Company's Chief Restructuring Officer). Kurtzman Carson
Consultants LLC is the claims agent, and maintains the page
http://www.kccllc.com/LaVie
LEGAL RECOVERY: Taps Law Offices of Leeds Disston as Legal Counsel
------------------------------------------------------------------
Legal Recovery, LLC filed an amended application seeking approval
from the U.S. Bankruptcy Court for the Northern District of
California to employ The Law Offices of Leeds Disston as counsel.
The firm will provide these services:
a. assist with the preparation of the Debtor's Chapter 11
Petition;
b. prepare schedules;
c. provide advice and counselling as to the bankruptcy
proceedings;
d. respond to court documents and pleadings;
e. prepare a Chapter 11 plan and disclosure statement; and
f. attend court hearings and prepare a final decree.
The firm will receive a fixed fee of $15,000 for its services. The
firm will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Leeds Disston, Esq., a partner at The Law Offices of Leeds Disston,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Leeds Disston, Esq.
The Law Offices of Leeds Disston
300 Frank H. Ogawa Plz, Ste 205
Oakland, CA 94612-2060
Tel: (510) 835-8110
Email: casdiss@yahoo.com
About Legal Recovery, LLC
Legal Recovery LLC is engaged in activities related to real
estate.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Calif. Case No. 24-30074) on February
6, 2024, with $1 million to $10 million in assets and liabilities.
Demas Yan, manager, signed the petition.
Judge Dennis Montali oversees the case.
Leeds Disston, Esq., represents the Debtor as legal counsel.
LUMEN TECHNOLOGIES: $1.63BB Bank Debt Trades at 31% Discount
------------------------------------------------------------
Participations in a syndicated loan under which Lumen Technologies
Inc is a borrower were trading in the secondary market around 69.4
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $1.63 billion Term loan facility is scheduled to mature on
April 15, 2030. About $1.63 billion of the loan is withdrawn and
outstanding.
Lumen Technologies, Inc., headquartered in Monroe, Louisiana, is an
integrated communications company that provides an array of
communications services to large enterprise, mid-market enterprise,
government and wholesale customers in its larger Business segment.
The company’s smaller Mass Markets segment primarily provides
broadband services to its residential and small business customer
base.
LV OPPORTUNITY: Seeks to Hire Hunter Parker as Bankruptcy Counsel
-----------------------------------------------------------------
LV Opportunity Zone LLC, Series 5 seeks approval from the U.S.
Bankruptcy Court for the District of Nevada to employ Hunter Parker
LLC as counsel.
The firm's services include:
(a) preparing records and reports as required by the
Bankruptcy Code, Federal Rules of Bankruptcy Procedure and Local
Bankruptcy Rules;
(b) preparing applications and proposed orders to be submitted
to the Court;
(c) identifying and prosecuting claims of action assertable by
Applicant on behalf of the estate;
(d) examining proofs of claim anticipated to be filed and the
possible prosecution of objections to certain of such claims;
(e) advising the Debtors and preparing documents in connection
with the contemplated ongoing operation of the Debtors business, if
any;
(f) assisting and advising the Debtors in performing other
official functions as set forth in Section 521, et seq., of the
Bankruptcy Code; and
(g) advising and preparing a Plan of Reorganization under
Subchapter V, and related documents, and confirmation of said Plan,
as provided in Section 1101, et. seq., of the Bankruptcy Code.
Andrew Van Ness, Esq., the attorney who will be handling the case,
charges an hourly fee of $400. His firm received an initial
pre-bankruptcy retainer of $2,500 for preparation of the case. The
filing fee of $1,738 was paid by the Debtor's managing member.
Mr. Van Ness disclosed in a court filing that he and his firm are
"disinterested" under the Bankruptcy Code.
Hunter Parker can be reached through:
Andrew J. Van Ness, Esq.
Hunter Parker, LLC
3815 S. Jones Blvd., Suite 1A
Las Vegas, NV 89103
Phone: (702) 686-9297
E-mail: hunterparkerllc@gmail.com
About LV Opportunity Zone LLC, Series 5
LV Opportunity Zone LLC, Series 5 filed a Chapter 11 bankruptcy
petition (Bankr. D. Nev. Case No. 22-14100) on Nov. 16, 2022, with
as much as $1 million in both assets and liabilities. Judge Mike K.
Nakagawa oversees the case.
The Debtor is represented by Steven L. Yarmy, Esq., a practicing
attorney in Las Vegas.
MAGENTA BUYER: $750MM Bank Debt Trades at 67% Discount
------------------------------------------------------
Participations in a syndicated loan under which Magenta Buyer LLC
is a borrower were trading in the secondary market around 32.9
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $750 million Term loan facility is scheduled to mature on July
27, 2029. The amount is fully drawn and outstanding.
Magenta Buyer, LLC (McAfee) is a provider of cybersecurity software
that derives revenue from the sale of security products,
subscriptions, SaaS, support and maintenance, and professional
services.
MAVENIR SYSTEMS: $145MM Bank Debt Trades at 19% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Mavenir Systems Inc
is a borrower were trading in the secondary market around 81.0
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $145 million Term loan facility is scheduled to mature on
August 18, 2028. About $143.1 million of the loan is withdrawn and
outstanding.
Mavenir Systems, Inc. provides software-based networking solutions.
The Company offers internet protocol based voice, videos,
communication, and messaging services, as well as multimedia
subsystem, evolved packet core, and session border controller.
MAVENIR SYSTEMS: $585MM Bank Debt Trades at 19% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Mavenir Systems Inc
is a borrower were trading in the secondary market around 81
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $585 million Term loan facility is scheduled to mature on
August 18, 2028. About $570.4 million of the loan is withdrawn and
outstanding.
Mavenir Systems, Inc. provides software-based networking solutions.
The Company offers internet protocol based voice, videos,
communication, and messaging services, as well as multimedia
subsystem, evolved packet core, and session border controller.
MAVERICK GAMING: $217.4MM Bank Debt Trades at 28% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Maverick Gaming LLC
is a borrower were trading in the secondary market around 72.5
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $217.4 million Term loan facility is scheduled to mature on
June 5, 2028. The amount is fully drawn and outstanding.
Maverick Gaming LLC provides gaming, hospitality, and entertainment
services. The Company offers slot machines, table games, and hotel
rooms. Maverick Gaming serves customers in the United States.
MEDLINE BORROWER: Fitch Assigns BB(EXP) Rating on Sr. Secured Notes
-------------------------------------------------------------------
Fitch Ratings has assigned 'BB(EXP)'/'RR2' ratings to Medline
Borrower, LP's and Medline Co-Issuer, Inc.'s senior secured notes
offering. Fitch expects the net proceeds of the offering along with
borrowings under new USD term loans and new Euro term loans,
together with cash, to repay primarily all of Medline's outstanding
CMBS loans and for general corporate purposes.
As a result of the proposed refinancing of Medline's CMBS loans
with new senior secured loans and new notes, Fitch upgraded the
senior secured debt ratings for Medline Borrower and Medline
Co-Issuer to 'BB(EXP)'/'RR2' from 'BB-'/RR3. This reflects
Medline's revised capital structure, which eliminates any debt
senior to the existing secured loans and notes as well as any new
secured loans. Fitch revised its estimate of Medline's going
concern value in determining its recovery ratings.
Following the repayment and termination of the CMBS loans, Medline
intends to designate Mozart Real Estate and its subsidiaries as
restricted subsidiaries. The restricted subsidiaries will then
guarantee the senior secured credit facilities and all of the
existing and future issues of senior secured notes.
Fitch maintains 'B+' Issuer Default Ratings (IDR) for both Medline
Borrower, LP and its parent, Mozart Holdings, LP with a Stable
Rating Outlook.
Upon the closing of the refinancing and provision of final
documentation, the expected ratings will be converted to final
ratings.
KEY RATING DRIVERS
Leading Market Position for Medical/Surgical Products: Medline is a
market leader in the manufacturing and distribution of
medical/surgical (med-surg) products in the U.S. The company
operates in the large and growing global med-surg market, which
Fitch expects to see increased demand for products due to
demographic trends such as an aging population and a rise in
co-morbidities. Demand for med-surg products, which are essential
supplies for health care provision in all clinical settings, is
largely unaffected by economic downturns and general market
cycles.
Effective Strategy Driving Cash Flow Growth: Medline's ability to
generate cash flow is bolstered by increased market share and
penetration across all end-markets, growth in brand penetration,
and strategic one-time investments in distribution and
manufacturing to support long-term growth. These factors may lead
to significant growth and potential margin expansion as the company
continues to convert customers to its branded products, which have
a high margin profile. Fitch believes that Medline has significant
revenue capacity in its existing asset base, and it plans to invest
in additional distribution capacity, allowing for further
incremental distribution revenue.
Clear Path to Deleveraging: Medline was acquired approximately
three years ago by Blackstone, Carlyle and Hellman & Friedman (the
sponsors). Fitch now sees clear evidence of deleveraging as
evidenced in Medline's growth in EBITDA and FCF relative to debt.
Fitch estimates EBITDA leverage will approach its positive rating
sensitivities over the forecast period.
Strong product demand, driven by new prime vendor relationships and
share gains across non-acute channels, is expected to underpin
meaningful revenue and EBITDA expansion. Fitch expects that a
combination of a strong steady existing customer base and effective
penetration of both the acute care and non-acute care health care
market with private label products will continue producing a high
level of profitability and cash flow for the company.
Customer Concentration: Similar to other peers in the med-surg and
pharmaceutical distribution sectors, Medline has some dependence on
certain health care provider customers and Group Purchasing
Organizations (GPOs). For the year ended Dec. 31, 2023, Medline's
top five U.S. customers represented approximately 12% of its net
sales.
For the year ended Dec. 31, 2023, approximately 73% of net sales
were from sales to member hospitals under contract with Medline's
largest GPOs. If the company loses a significant health care
provider customer or a GPO relationship, it could have a material
adverse effect on its business, but the termination of a GPO
relationship does not necessarily mean the loss of member hospitals
as customers.
Governance and Financial Policy: Fitch previously identified group
structure, governance and financial policy as key rating drivers
for Medline. In particular, Fitch cited 1) the ability of the Mills
family and the sponsors to work together effectively and 2)
Medline's ability and intent to reduce debt over the near to medium
term as critical drivers for long-term value creation.
Medline's progress in executing its strategy as reflected in the
growth of revenues, EBITDA and cash flows has decreased these
potential credit risks. Positive rating actions will be focused
primarily on this continued progress and actual debt reduction and,
as a result, Fitch has lowered the ESG Governance Structure scores,
which means these drivers now carry a credit-neutral impact.
DERIVATION SUMMARY
Medline's 'B+'/Stable Long-Term IDR reflects its credible
deleveraging path and strong position in the large and stable
market for medical/surgical products. The company has established a
wide array of branded products for sale to acute care, non-acute
care, physician office and surgery center markets. The company's
vertical integration of manufacturing capabilities, distribution
network and global sourcing relationships differentiates Medline
from its principal competition: Cardinal Health, Inc. (CAH;
BBB/Positive), Owens & Minor, Inc. (OMI; BB-/Stable) and McKesson
Corporation (MCK; A-/Stable).
Private label products comprise a majority of Medline's gross
profits compared with significantly lower amounts for CAH and OMI.
The company's revenues from the distribution of medical-surgical
products and EBITDA margins are significantly higher than other
distributors revenue from such products. Fitch believes this is
because of Medline's successful prime relationship strategy leading
to the sale of its branded products. Fitch believes that private
label products offer higher margins, albeit at lower price points.
The IDRs of Mozart Holdings, LP and Medline Borrower, LP are rated
on a consolidated basis as discussed in Fitch's Parent-Subsidiary
Linkage Criteria using the weak parent/strong subsidiary approach,
open access and control factors based on the entities operating as
a single enterprise with strong legal and operational ties.
KEY ASSUMPTIONS
- Revenue increases at a CAGR of approximately 5%-6% over the
period 2024-2027 (the forecast period);
- Adjusted EBITDA margins are maintained around 11.5% to 12% over
the forecast period;
- Working capital changes represent a use of cash of approximately
$200 million-$300 million for the remainder of the forecast
period;
- Capex of approximately $300 million-$350 million per year;
- FCF is used principally to make "tuck-in" acquisitions; without
any material debt reduction, cash balances continue to exceed $1.0
billion;
- Fitch has assumed minimal dividend payments to sponsors;
- Secured mortgage debt of $2.2 billion is refinanced with new
first lien debt. The entities that held the real estate that
formerly secured CMBS debt will become restricted entities,
guaranteeing the new first lien debt;
- Interest expense for the next 12 months assumes SOFR between 5.0%
and 5.30%.
RECOVERY ANALYSIS
In assigning and maintaining instrument ratings for issuers with
IDRs of 'B+' and below, Fitch conducts a bespoke recovery
analysis.
For Medline, Fitch estimates an enterprise value (EV) on a
going-concern basis of approximately $12.125 billion, after a 10%
deduction for administrative claims. The EV assumption is based on
a post-reorganization EBITDA of $1.8 billion and a 7.5x multiple;
The EV estimate has been raised by 20% since Fitch's initial rating
assignment to reflect structural changes in Medline's scale and
ability to generate value, which has been primarily driven by the
increased number and value of prime vendor contracts. As a result,
Fitch believes that a restructuring of Medline's operations would
occur at a higher level of EBITDA reflecting less deterioration.
The multiple assumption has not changed.
The post-reorganization EBITDA estimate is approximately 40% lower
than Fitch's 2024 adjusted EBITDA estimate. Fitch's estimate of the
post-reorganization EBITDA is premised on an EBITDA approximating
pre-pandemic levels adjusted for new prime vendor contract
additions. This scenario assumes a significantly lower base of
revenues and, therefore, EBITDA generation.
A bankruptcy scenario could arise as a result of disruption to
third-party manufacturing services and key supplier relationships
along with decreasing prices for Medline's goods and services and
an inability to reduce its expenses in sufficient time to offset a
material adverse effect on its business. In this scenario, Fitch
expects Medline would need to reduce the size of its operations to
offset the loss of revenue.
The 7.5x multiple employed for Medline reflects acquisition
multiples of health care distributors and trading ranges of
Mozart's peer group (CAH, OMI, MCK), which have fluctuated
generally between 6x-12x in recent years.
Instrument ratings and RRs for Medline's debt instruments are based
on Fitch's Corporates Recovery Ratings and Instruments Ratings
Criteria. The latest recovery ratings exclude Medline's CMBS debt
in its waterfall (approximately $2.2 billion) on the assumption
that such debt is refinanced with new first lien debt that is
pari-passu with existing first-lien debt.
The waterfall analysis includes secured credit facilities and notes
as follows: a cash flow revolving credit facility (assumed to be
fully drawn on $1.0 billion capacity); secured term loans
(approximately $7.8 billion USD equivalent after concession
allocation of 2% on a pro forma basis); and other secured debt
(approximately $6.5 billion on a pro forma basis). The secured debt
is expected to recover in a range of 71%-90% and, therefore, is
rated 'RR2'.
Medline's senior unsecured debt of $2.5 billion ranks below other
secured debt and is estimated to have a recovery in a range of
0%-10%; therefore, it is rated 'RR6'. Fitch has assumed 2% of the
recovery value available to senior creditors is allocated to the
senior unsecured debt.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Expectation of sustaining EBITDA leverage at or below 5.0x;
- FCF is applied to the reduction of debt over the next three
years;
- Operational strength demonstrated by customer retention and
market share growth leading to increasing CFO;
- Expectation of FCF/debt remains consistently above 10%.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Expectation of sustaining EBITDA leverage at or above 6.0x;
- Total revenue growth rate declines to low- to mid-single digits
as a result of customer turnover and price concessions;
- Expectation of EBITDA margins falling below 10% and FCF/debt
remaining consistently below 5%.
LIQUIDITY AND DEBT STRUCTURE
Strong Liquidity: Fitch expects that Medline's cash flow from
operations together with its revolving credit facilities will be
more than sufficient to fund its long-term and short-term capital
expenditures, working capital and debt service requirements. The
company's revolving credit facility has a financial covenant that
provides ample room to borrow in the event of liquidity stress.
Medline maintains sizeable cash balances, which are well in excess
of its cash needs and are kept to pursue acquisition opportunities.
As a result, Medline is in a position to either reduce debt or
potentially acquire other businesses. Interest coverage (operating
EBITDA/interest paid) is expected to remain above 3.0x for fiscal
years 2024-2027.
Debt Maturities: Following the refinancing of the CMBS debt,
Medline will have minimal requirements for debt reduction until
2028 other than amortization of term loans, which is expected to be
modest relative to FCF.
ISSUER PROFILE
Medline, headquartered in Northfield, Illinois, is the nation's
largest supplier of med-surg products to health care providers
across the continuum of care. It is vertically integrated,
combining manufacturing, sales and distribution capabilities at
scale to provide med-surg products consumed by the health care
industry every day.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fitch adjusted reported EBITDA to remove non-recurring costs,
inventory normalization adjustments and non-operating
income/expenses. In addition, for the historical periods, Fitch's
leverage metrics include CMBS debt, which is expected to be
refinanced.
DATE OF RELEVANT COMMITTEE
31 May 2024
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery
----------- ------ --------
Medline Co-Issuer, Inc.
senior secured LT BB(EXP) Expected Rating RR2
Medline Borrower, LP
senior secured LT BB(EXP) Expected Rating RR2
MEGA SUNSET: Seeks to Tap CBRE Inc. as Real Estate Broker
---------------------------------------------------------
Mega Sunset, LLC seeks approval from the U.S. Bankruptcy Court for
the Central District of California to hire CBRE, Inc. as its real
estate broker.
The broker will market and sell the Debtor's real properties
located at 1539 Sunset Boulevard, Echo Park (Los Angeles),
California 90026 and 1305 Laveta Terrace, Echo Park (Los Angeles),
California 90026.
CBRE will received a buyer's premium at closing equal to one
percent of the gross sales price.
As disclosed in the court filings, CBRE is "disinterested" as
defined by the Bankruptcy Code, holds no connections to the
Debtors, their secured creditors, and their other creditors and
parties-in-interest in the Bankruptcy Case, and holds no interest
adverse to the Debtors or to the Estates.
The broker can be reached through:
Michael Shustak
CBRE Inc.
400 S Hope Street, 25th Floor
Los Angeles, CA 90071
Phone: (201) 712-5600
Email: michael.shustak@cbre.com
About Mega Sunset, LLC
Mega Sunset is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101 (51B)).
Mega Sunset, LLC filed its violuntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
24-13152) on April 23, 2024, listing $1 million to $10 million in
both assets and liabilities.
Judge Neil W. Bason presides over the case.
Raymond H. Aver, Esq. at the Law Offices Of Raymond H. Aver
represents the Debtor as counsel.
MENO ENTERPRISES: Seeks to Hire Rountree Leitman as Attorney
------------------------------------------------------------
Meno Enterprises, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Georgia to hire Rountree, Leitman,
Klein & Geer, LLC as its attorneys.
The firm's services include:
a. giving the Debtor legal advice with respect to its powers
and duties as Debtor-in-Possession in the management of its
property;
b. preparing on behalf of the Debtor as Debtor-in-Possession
necessary schedules, applications, motions, answers, orders,
reports and other legal matters;
c. assisting in examination of the claims of creditors;
d. assisting with formulation and preparation of the
disclosure statement and plan of reorganization and with the
confirmation and consummation thereof; and
e. performing all other legal services for the Debtor as
Debtor-in-Possession that may be necessary.
The hourly rates of the firm's attorneys and staff are as follows:
Attorneys $300 to $595
Paralegals $150 to $250
Law Clerks $175
The firm received a pre-petition retainer of $40,000.
Will Geer, Esq., a partner at Rountree Leitman Klein & Geer,
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:
Will B. Geer, Esq.
Rountree Leitman Klein & Geer, LLC
Century Plaza I
2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Telephone: (404) 584-1238
Facsimile: (404) 704-0246
Email: wgeer@rlkglaw.com
About Meno Enterprises, LLC
Meno Enterprises, LLC is a full service dye sublimation printing
company. It offers design consultation, complete print and
manufacturing services, and direct product distribution.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-54660) on May 7, 2024.
In the petition signed by Charles D. Smith, president, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Lisa Ritchey Craig oversees the case.
Will Geer, Esq., at ROUNTREE, LEITMAN, KLEIN & GEER, LLC,
represents the Debtor as legal counsel.
MIDAS GOLD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Midas Gold Group, LLC
f/d/b/a All That Glitters, LLC
625 W. Deer Valley Rd., Suite 109
Phoenix, AZ 85027
Business Description: Midas Gold is a second-generation precious
metals and gold IRA business that is
veteran-owned and operated.
Chapter 11 Petition Date: June 7, 2024
Court: United States Bankruptcy Court
District of Arizona
Case No.: 24-04587
Judge: Hon. Daniel P. Collins
Debtor's Counsel: Alan A. Meda, Esq.
BURCH & CRACCHIOLO, P.A.
1850 N. Central Ave., Suite 1700
Phoenix, AZ 85004
Tel: 602-274-8797
Fax: 602-850-9797
Email: ameda@bcattorneys.com
Total Assets: $2,404,132
Total Liabilities: $3,352,112
The petition was signed by James Clark 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/5OA4HTI/Midas_Gold_Group_LLC__azbke-24-04587__0001.0.pdf?mcid=tGE4TAMA
MOTUS GI: Board Approves Company Liquidation and Dissolution
------------------------------------------------------------
Motus GI Holdings, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on June 6, 2024, after
completing a review of the strategic options available to the
Company, the board of directors of the Company approved the
liquidation and dissolution of the Company pursuant to a plan of
distribution, subject to the approval of the Company's
stockholders. The Company intends to call a special meeting of
stockholders to seek approval of the Plan of Distribution and will
file proxy materials relating to the Special Meeting with the SEC
as soon as practicable.
A copy of the Plan of Distribution is available for free at:
https://www.sec.gov/Archives/edgar/data/1686850/000149315224023118/ex2-1.htm
About Motus GI Holdings, Inc.
Ft. Lauderdale, Fla.-based Motus GI Holdings, Inc. is a medical
technology company, with subsidiaries in the U.S. and Israel,
providing endoscopy solutions that improve clinical outcomes and
enhance the cost-efficiency associated with the diagnosis and
management of gastrointestinal conditions.
Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated March 18, 2024, citing that the Company has generated minimal
revenues, experienced negative cash flows from operating activities
and has incurred substantial operating losses that raise
substantial doubt about its ability to continue as a going concern.
MPH ACQUISITION: $1.33BB Bank Debt Trades at 18% Discount
---------------------------------------------------------
Participations in a syndicated loan under which MPH Acquisition
Holdings LLC is a borrower were trading in the secondary market
around 82.1 cents-on-the-dollar during the week ended Friday, June
7, 2024, according to Bloomberg's Evaluated Pricing service data.
The $1.33 billion Term loan facility is scheduled to mature on
September 1, 2028. About $1.29 billion of the loan is withdrawn
and outstanding.
MPH Acquisition Holdings LLC, doing business as MultiPlan, provides
health care solutions. The Company offers payment integrity,
network, and analytics-based solutions. MultiPlan serves customers
in the United States.
MSI HOLDING: Seeks to Hire Hogan Lovells as Special Counsel
-----------------------------------------------------------
MSI Holding LLC seeks approval from the U.S. Bankruptcy Court for
the District of Colorado to hire Hogan Lovells US LLP as its
special counsel.
The firm will pursue a pending, pre-petition arbitration action
against Christopher P. Candela. The Debtor's arbitration action was
filed with the Judicial Arbitration & Mediation Service and is
pending under Arbitration No. 34344.
The firm will be paid at these rates:
Eric Andalman $1,037/hour
Steve Bruns $667.25/hour
Mickaela Fouad $590.75/hour
Lea Ann Fowler $1,092.25/hour
Liz Och $1,028.50/hour
Michael C. Theis $1,139/hour
Hogan Lovells will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Lea Ann Fowler, partner of the law firm of Hogan Lovells US LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
Hogan Lovells can be reached at:
Lea Ann Fowler, Esq.
HOGAN LOVELLS US LLP
1601 Wewatta St., Suite 900
Denver, CO 80202
Telephone: (303) 899-7300
Facsimile: (303) 899-7333
About MSI Holding LLC
MSI Holding LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No.
24-12530) on May 10, 2024, listing $100,001 to $500,000 in assets
and $1,000,001 to $10 million in liabilities. Jonathan Dickey, Esq,
at Kutner Brinen Dickey Riley, P.C. represents the Debtor as
counsel.
MULLEN AUTOMOTIVE: Settles and Cancels Series C Preferred Shares
----------------------------------------------------------------
Mullen Automotive Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on May 31, 2024, it settled
and cancelled shares of its Series C Preferred Stock that had a
redemption value of approximately $14.9 million with the issuance
of $3.0 million of Series E Preferred Stock. This, the Company
said, does not constitute a new financing.
On May 31, 2024, the Company entered into a Settlement Agreement
and Release with Ault Lending, LLC, as investor, pursuant to which
the Company issued $3 million of, or 76,923, shares of Series E
Preferred Stock, par value $0.001 per share, in exchange for the
cancellation of 1,211,299 shares of the Company's Series C
Preferred Stock, par value $0.001 per share, held by the Investor,
which, pursuant to the terms of the Company's Second Amended and
Restated Certificate of Incorporation, such shares of Series C
Preferred Stock had a redemption value of approximately $14.9
million and aggregate accrued dividends of approximately $4.2
million.
In accordance with the Settlement Agreement, the Investor, at its
discretion, may exchange, pursuant to Section 3(a)(9) of the
Securities Act of 1933, as amended, or any other applicable
securities exemption, some or all of the shares of Series E
Preferred Stock for an equal dollar amount of Notes and Warrants
pursuant to the "Additional Investment" set forth in, and on the
same terms and conditions of, that certain Securities Purchase
Agreement, dated as of May 14, 2024, between the Company and the
investors named therein.
About Mullen
Mullen Automotive Inc., f/k/a Net Element Inc., is a Southern
California-based automotive company building the next generation of
commercial electric vehicles ("EVs") with two United States-based
vehicle plants located in Tunica, Mississippi, (120,000 square
feet) and Mishawaka, Indiana (650,000 square feet). In August 2023,
Mullen began commercial vehicle production in Tunica. In September
2023, Mullen received IRS approval for federal EV tax credits on
its commercial vehicles with a Qualified Manufacturer designation
that offers eligible customers up to $7,500 per vehicle. As of
January 2024, both the Mullen ONE, a Class 1 EV cargo van, and
Mullen THREE, a Class 3 EV cab chassis truck, are California Air
Resource Board (CARB) and EPA certified and available for sale in
the U.S. Recently CARB issued HVIP approval on the Mullen THREE,
Class 3 EV truck, providing up to $45,000 cash voucher at time of
vehicle purchase. The Company has also recently expanded its
commercial dealer network with the addition of Pritchard EV and
National Auto Fleet Group, providing sales and service coverage in
key Midwest and West Coast markets. The Company also recently
announced Foreign Trade Zone ("FTZ") status approval for its
Tunica, Mississippi, commercial vehicle manufacturing center. FTZ
approval provides a number of benefits, including deferment of
duties owed and elimination of duties on exported vehicles.
Larkspur, California-based RBSM LLP, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
Jan. 16, 2024, citing that the Company has an accumulated deficit,
recurring losses, and expects continuing future losses. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
MYCOTOPIA THERAPIES: Posts $425,942 Net Loss in Q1 2024
-------------------------------------------------------
Mycotopia Therapies, Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $425,942 for the three months ended March 31, 2024,
compared to a net loss of $303,004 for the three months ended March
31, 2023.
For the three months ended March 31, 2024, the Company had negative
cash flows from operations of $73,709 and may incur additional
future losses. At March 31, 2024, the Company had total current
assets of $370,925 and total current liabilities of $4,599,149,
resulting in a working capital deficit of $4,228,224.
As of March 31, 2024, the Company had $2,144,897 in total assets,
$4,599,148 in total liabilities, and $2,454,252 in total
stockholders' deficit.
The Company's existence is dependent upon management's ability to
develop profitable operations. Management is devoting substantially
all of its efforts to developing its business and raising capital
and there can be no assurance that the Company's efforts will be
successful. No assurance can be given that management's actions
will result in profitable operations or the resolution of its
liquidity problems.
In order to improve the Company's liquidity, the Company's
management is actively pursuing additional equity financing through
discussions with investment bankers and private investors. There
can be no assurance that the Company will be successful in its
effort to secure additional equity financing.
A full-text copy of the Company's Form 10-Q is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1763329/000109690624001146/tpia-20240331.htm
About Mycotopia Therapies
Miami, Fla.-based Mycotopia Therapies, Inc. promotes the study of
psychedelics for the treatment of mental health issues and supports
the creation of both natural and synthetic molecules for the
development of appropriate treatments.
For the year ended December 31, 2023, the Company incurred a net
loss of $1,181,347, compared to a net loss of $2,611,869 for the
year ended December 31, 2022. As of December 31, 2023, the Company
had $2,219,413 in total assets, $4,247,723 in total liabilities,
and $2,028,310 in total stockholders' deficit.
Spokane, Wash.-based Fruci & Associates II, PLLC, the Company's
auditor since 2024, issued a "going concern" qualification in its
report dated April 18, 2024, citing that the Company experienced
negative operating cash flows, negative working capital, and has
incurred operating losses since inception These factors, among
others, raise substantial doubt about the Company's ability to
continue as a going concern.
NB CREST INVESTOR: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: NB Crest Investor Units, LLC
180 Avenida La Pata
San Clemente CA 92672
Business Description: NB Crest Investor is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)). The Debtor offers
studio, two- and three-bedroom apartments
perfect for students.
Chapter 11 Petition Date: June 6, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-11457
Debtor's Counsel: Brian T. Corrigan, Esq.
CORRIGAN & MORRIS LLP
100 Wilshire Boulevard, Suite 700
Santa Monica CA 90401
Tel: 310-394-2829
Email: bcorrigan@cormorllp.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Patrick S. Nelson as manager.
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/N5VQTPQ/NB_Crest_Investor_Units_LLC__cacbke-24-11457__0001.0.pdf?mcid=tGE4TAMA
NEWFOLD DIGITAL: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed Newfold Digital Holdings Group, Inc.'s
and its wholly-owned subsidiaries, Newfold Digital, Inc.'s, and
Web.com Group, Inc.'s (collectively, Newfold Digital) Long-Term
Default Ratings (IDRs) at 'B'. Fitch has also affirmed the $275
million and $105 million first lien secured revolving credit
facilities, $2,400 million first lien term loan, and $515 million
secured notes at 'BB-'/'RR2'. Fitch has also affirmed the $685
million unsecured notes at 'CCC+'/'RR6'. The Rating Outlooks are
Stable.
The ratings are supported by Newfold Digital's portfolio of web
presence software tools and services primarily targeting the SMB
market segment and strong cash generative capabilities. Newfold
benefits from a highly recurring revenue base that is consistent
with subscription software companies.
However, its exposure to small to midsize business (SMB) market
results in greater sensitivity to economic cycles, as reflected by
gross retention rates that are lower than typical enterprise
software companies. In addition, Newfold Digital's private equity
ownership structure is likely to maintain some level of financial
leverage as it optimizes ROE by investing in growth over voluntary
debt repayment, aside from repaying outstanding revolver balances.
KEY RATING DRIVERS
Recurring Revenue and Strong Profitability: Approximately 95% of
Newfold Digital's revenue is recurring, providing visibility to its
revenue stream. The company has successfully delivered on planned
operational optimization since the divestiture of its email
marketing business and acquisition of Web.com in 2021 and
Markmonitor in 2022, resulting in substantial estimated cost
savings. Continued operational optimization efforts could further
improve the company's profitability.
Elevated Financial Leverage: The company has undergone significant
transformation in the past three years with divestitures and
acquisitions. YE 2023 leverage was approximately 7.0x and trended
down to below 6.5x for 2024, driven by successful implementation of
operational optimization and continued revolver prepayment. Newfold
Digital has successfully completed the integration of recently
acquired businesses ahead of time, indicating strong execution
capabilities.
The company expects to further reduce financial leverage in the
near term through a combination of EBITDA growth and repayment of
its revolving credit facilities. Fitch continues to forecast
Newfold Digital's gross leverage at approximately 6.0x in fiscal
2025.
SMB Exposure: Newfold Digital offers products addressing the web
presence needs of SMB customers that have limited technical or
marketing resources dedicated to launching and maintaining their
digital presence. These include domains, hosting, website
development, and security. The SMB segment generally has high
failure rates resulting in high subscriber churn. This results in
the need for Newfold Digital to maintain revenues by replacing
churned customers with new ones and cross-selling. Exposure to SMB
customers also results in exposure to the cyclical impact of
economic cycles, which could potentially lead to cash flow
volatility during periods of economic stress.
Significant Customer Diversification: Newfold Digital has a highly
diversified customer base with about seven million subscribers,
with hosting and domains representing near equal revenue
contributions of 40% each. The diverse customer base effectively
minimizes idiosyncratic risks that are associated with individual
end-market and should reduce revenue volatility for the company.
Fragmented Industry: The products and services provided by Newfold
Digital individually operate in fragmented markets with competitors
of various scales. Collectively, Newfold Digital is the second
largest provider of portfolio of products serving the SMB segment
addressing a broad spectrum of web presence needs. The ability to
cross-sell and provide multiple products to individual customers
enhances customer retention rates.
Strong FCF Generation: The strong EBITDA to FCF conversion enables
Newfold Digital to generate FCF margins in the teens in a
normalized environment. The elevated interest expenses have
suppressed the company's FCF margins to the high single-digits for
2022-2024. However, as the company plans to repay portions of its
revolving credit facility in the near-term in conjunction with
EBITDA growth, Fitch forecasts FCF margins to return to double
digits in 2025.
M&A Central to Growth Strategy: Fitch expects Newfold Digital will
remain acquisitive in the web presence solutions space, given the
still considerable industry fragmentation, and expand its portfolio
of brands within the SMB segment. The company has made a number of
acquisitions in the past, including Markmonitor, Web.com, Yoast
B.V. and Hostopia. Newfold Digital's organic revenue is expected to
grow in the low-single digits, in line with the stable growth rates
of the end market. Fitch believes M&A remains a central growth
strategy to drive organic revenue through cross-selling
opportunities.
DERIVATION SUMMARY
Newfold Digital's 'B' Long-term IDR reflects its strong market
position as a software vendor in the fragmented SMB web presence
solutions industry. The company provides SMBs the tools and
services necessary to create and maintain their presence on the web
including internet domains, hosting, websites, eCommerce, and
related products. Demand for web presence is expected to grow as
SMBs seek to maximize their reach to customers.
Newfold Digital's operating profile is also strengthened by the
highly recurring nature of its revenues supported by the
subscription model. Limitations to Newfold Digital's rating include
its SMB exposure that could result in revenue volatility during
extended economic weakness. Fitch expects Newfold Digital to
maintain some level of financial leverage as a private equity owned
company as equity owners optimize capital structure to maximize
ROE. Newfold Digital's market position, revenue scale, SMB
exposure, and leverage profile are consistent with the 'B' rating
category.
KEY ASSUMPTIONS
- Organic revenue growth in the low-single digits;
- EBITDA margins in the upper 30's over the forecast horizon;
- Aggregate acquisitions of $400 million through 2027;
- Capex at approximately 3.5% of revenue;
- Outstanding revolver balance fully repaid by 2026 and term loan
repayment limited to mandatory amortization;
- Interest rate forecasted to be 3.5% fixed for term loan and
revolver facility, with 5.4% additional float in fiscal 2024,
gradually reducing to 3.80% in fiscal 2027.
- Fitch assumes about $400 million in debt-funded dividend through
2027.
RECOVERY ANALYSIS
KEY RECOVERY RATING ASSUMPTIONS
- The recovery analysis assumes that Newfold Digital would be
recognized as a going concern in bankruptcy rather than
liquidated;
- Fitch assumed a 10% administrative claim;
Going-Concern (GC) Approach
- A bankruptcy scenario could occur if Newfold Digital faced
prolonged macro headwinds impacting its SMB customer base resulting
in multi-year aggregate revenue decline of 10% vs. 2023. In
conjunction with revenue decline, EBITDA margins fail to expand
beyond current levels. In such scenario, Fitch assumes Newfold
Digital's GC EBITDA to be approximately $400 million;
- The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which Fitch bases the
enterprise valuation;
- Fitch assumes an adjusted distress enterprise valuation of $2.34
billion;
- Fitch assumes that Newfold Digital will receive going-concern
recovery multiple of 6.5x. The estimate considers several factors,
including the highly recurring nature of the revenue, the high
customer retention, the secular growth drivers for the sector, the
company's strong normalized FCF generation and the competitive
dynamics. The EV multiple is supported by:
- The historical bankruptcy case study exit multiples for
technology peer companies ranged from 2.6x to 10.8x;
- Of these companies, only three were in the Software sector: Allen
Systems Group, Inc., Avaya, Inc. and Aspect Software Parent, Inc.,
which received recovery multiples of 8.4x, 8.1x and 5.5x,
respectively;
- The highly recurring nature of Newfold Digital's revenue is
somewhat offset by its SMB market exposure resulting in EBITDA
multiple that is above mid-point of the range.
RATING SENSITIVITIES
Fitch is unlikely to upgrade the ratings given the current
financial capital structure, although an upgrade could happen if
the company delivers on the following sensitivities.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Fitch's expectation of EBITDA leverage sustaining below 5.0x;
- (CFO - capex)/debt with sustaining near 10%;
- Sufficient financial flexibility for company to pursue strategic
actions without significant deviation in credit metrics;
- Organic revenue growth sustaining above the mid-single digits.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Fitch's expectation of EBITDA leverage sustaining above 6.5x due
to operational underperformance or capital allocation policy that
meaningfully deviates from Fitch's expectations;
- EBITDA/Interest Coverage sustaining below 2x;
- (CFO - capex)/debt ratio sustaining below 5%;
- Erosion in revenue retention rates resulting in organic revenue
growth sustaining near or below 0%.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Newfold Digital has nearly $85 million of cash
on balance sheet and $207 million availability on its revolving
credit facilities ($380 million total capacity). In addition, Fitch
projects Newfold to generate double-digits FCF margins in a
normalized environment. Fitch forecasts the company to generate
sufficient FCF to fully repay outstanding revolver balance prior to
maturity. Refinancing of the term loan would be necessary prior to
the debt becoming current in 2027.
Debt Structure: Newfold Digital has staggered maturities from 2026
through 2029. Two tranches of revolving credit facilities ($173
million outstanding as of March 2024) are due in 2026. The $2,400
million first lien secured term loan ($2,293 million outstanding as
of March 2024) matures in 2028. The $515 million senior secured
notes mature in 2028 ($490 million outstanding as of March 2024),
and $685 million unsecured notes ($505 million outstanding as of
March 2024) mature in 2029.
ISSUER PROFILE
Newfold Digital is a provider of web presence solutions primarily
serving the SMB markets. Its products include internet domains,
hosting, websites, eCommerce, and related products. Its brands
include web.com and bluehost and over 16 other related brands.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Newfold Digital
Holdings Group, Inc. LT IDR B Affirmed B
senior unsecured LT CCC+ Affirmed RR6 CCC+
senior secured LT BB- Affirmed RR2 BB-
Newfold Digital, Inc. LT IDR B Affirmed B
senior secured LT BB- Affirmed RR2 BB-
Web.com Group, Inc. LT IDR B Affirmed B
senior secured LT BB- Affirmed RR2 BB-
NORTHFACE LEASE: Unsecureds Will Get 10% of Claims over 5 Years
---------------------------------------------------------------
Northface Lease LLC filed with the U.S. Bankruptcy Court for the
Northern District of Illinois a Disclosure Statement describing
Plan of Reorganization.
The Debtor has been in the business of interstate trucking since
2019 and has always operated as an "asset" company. In particular,
the equipment it holds are semi-trucks ("tractors"), trailers for
dry goods ("dry vans") and trailers for goods that need
refrigeration ("reefers").
The Debtor is an Illinois limited liability company. It is the
"asset" company, which means it holds the equipment in its name for
tax and liability reasons and leases it to their affiliated
company, PJ Trans, Inc., which is a Debtor in related bankruptcy
company case 23-09390.
The Debtor derives its income solely from leasing trucks and
trailers to PJ Trans, Inc., an Illinois corporation whose sole
shareholder is also the owner of the Debtor. PJ Trans, Inc., is in
its own Chapter 11 case, No. 23 B 09390, in this District. PJ
Trans, Inc., has proposed a plan of reorganization and expects to
reorganize its debt and continue operation. The Debtor expects to
continue receiving rent, at the current rate of $100,000/month,
from PJ Trans, Inc. The Debtor expects that it will operate at a
sufficient profit to make all payments under the Plan.
The Debtor's Plan of Reorganization provides for payment in full of
all secured creditors, with interest at 7.5% per annum, over ten
years. All general unsecured creditors, including the unsecured
deficiency claims of under-secured creditors, will be paid a 10%
distribution, in quarterly payments, over a period of five years.
Class IV consists of claims based on the guaranty of debt owed by
PJ Trans, Inc. and will be paid only to the extent that the Chapter
11 plan of reorganization of PJ Trans, Inc., in Case No. 23 B 09390
does not provide for payment of such claim(s). To the extent that
there is an unsecured deficiency on any such guaranty claim, such
unsecured deficiency claim will receive a 10% distribution, in
quarterly payments over five years, and will be paid under the same
terms as the general unsecured claims in Class V. The amount of
claim in this Class total $117,444.90.
Class V consists of all other general unsecured claims. These
claims will receive a 10% distribution in equal quarterly payments
commencing on the first day of the calendar quarter following the
Effective Date of the Plan and continuing for five years. The
Debtor is not aware of the existence of any creditors in this
class.
The Debtor has one shareholder, Marcin Pogorzelski, who owns 100%
of the stock. Marcin Pogorzelski is the president of the Debtor and
will continue to be employed as president. During the pendency of
this case, Mr. Pogorzelski's has not taken any compensation from
the Debtor, and does not intend to take any compensation from the
Debtor in the future. The Debtor earns $2,000/week from his related
company, PJ Trans, Inc.
The Plan provides for the current shareholder of the Debtor, Marcin
Pogorzelski, to retain his equity interest in the debtor
corporation, with payment of $1,000.00 in new value as required to
satisfy the "absolute priority rule" under Section 1129(b)(2) of
the Bankruptcy Code. In order to determine the value of the
corporate stock and the adequacy of the new value contribution by
the Debtor's shareholders, the Debtor will conduct an auction of
the stock of the Debtor on a date to be determined, at the office
of the Debtor's counsel. The auction will be conducted according to
the provisions of the Plan.
The Debtor will continue to operate leasing trucks and trailers to
PJ Trans, Inc., which the Debtor expects will provide sufficient
funding to pay all expenses and all payments to creditors under the
Plan.
The Debtor will pay all priority creditors in Classes I and II in
full upon the Effective Date, from funds on hand.
The Debtor will make monthly deposits to a distribution account,
commencing on the first day of the calendar month following the
Effective Date, to be distributed quarterly to all general
unsecured claims. The expected monthly deposit will be
$2,295.44/month.
A full-text copy of the Disclosure Statement dated May 20, 2024 is
available at https://urlcurt.com/u?l=19Aabt from PacerMonitor.com
at no charge.
Counsel to the Debtor:
Saulius Modestas, Esq.
MODESTAS LAW OFFICES, P.C.
401 S. Frontage Rd., Ste. C
Burr Ridge, IL 60527-7115
Tel: (312) 251-4460
Fax: (312) 277-2586
Email: smodestas@modestaslaw.com
About Northface Lease LLC
Northface Lease LLC has been in the business of interstate trucking
since 2019 and has always operated as an "asset" company.
The Debtor filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-11238) on
August 25, 2023. The petition was signed by Marcin Pogorzelski as
managing member. At the time of filing, the Debtor estimated $1
million to $10 million in both assets and liabilities.
Judge Jacqueline P Cox presides over the case.
Saulius Modestas, Esq. at MODESTAS LAW OFFICES, P.C., represents
the Debtor as counsel.
NORTHWEST BIOTHERAPEUTICS: Grosses $3.25M From Stock Offering
-------------------------------------------------------------
Northwest Biotherapeutics, Inc. reported in a Form 8-K filed with
the Securities and Exchange Commission that on June 4, 2024, it
entered into a Stock Purchase Agreement with SIO Capital Management
LLC, for SIO's purchase of 8,125,000 shares of the Company's common
stock at $0.40 per share based on certain terms initially
negotiated on May 31, 2024. The transaction was expected to close
on June 5, 2024. The gross proceeds will be $3,250,000. The funds
will be used for the Company's ongoing business operations. Joseph
Gunnar & Co., LLC acted as placement agent.
About Northwest Biotherapeutics
Northwest Biotherapeutics, Inc. is a biotechnology company focused
on developing personalized immune therapies for cancer. The
Company has developed a platform technology, DCVax, which uses
activated dendritic cells to mobilize a patient's own immune system
to attack their cancer.
Tampa, Florida-based Cherry Bekaert LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated March 5, 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.
NOVABAY PHARMACEUTICALS: Plan of Compliance Accepted by NYSE
------------------------------------------------------------
NovaBay Pharmaceuticals, Inc., announced that the NYSE American LLC
has accepted the Company's plan to regain compliance with NYSE
American's continued listing standards.
"I'm pleased to report on our forward momentum. By divesting an
unprofitable business segment earlier this year, we're now able to
focus solely on our core competency in eyecare," said Justin Hall,
CEO of NovaBay. "Unshackled by past burdens, we are positioned for
growth in the large U.S. eyecare market with our established,
high-quality Avenova-branded products, effective and cost-efficient
digital marketing programs, and loyal customer base. This is an
exciting and transformative time for the Company."
The NYSE American has reviewed NovaBay's compliance plan and
information submitted on May 8, 2024 and determined that the
Company made a reasonable demonstration of its ability to make
substantial progress toward regaining compliance by Oct. 18, 2025.
During this time, the Company will be subject to quarterly
monitoring for compliance with the plan. If the Company does not
regain compliance with NYSE American's listing standards by Oct.
18, 2025, or if the Company does not make sufficient progress
consistent with its plan, then the NYSE American may initiate
delisting proceedings at that time.
As previously disclosed, the NYSE American notified the Company on
April 18, 2024 and May 28, 2024 that it was not in compliance with
the continued listing standards of the NYSE American Company Guide.
Specifically, the notifications indicated that the Company was not
in compliance with Sections 1003(a)(i), 1003(a)(ii) and
1003(a)(iii) of the Company Guide, requiring a listed company to
have a certain amount of stockholders' equity. The Company's
receipt of such notification from NYSE American does not affect the
Company's business operations or its reporting requirements with
the U.S. Securities and Exchange Commission.
About Novabay
Headquartered in Emeryville, California, NovaBay Pharmaceuticals,
Inc. -- http://www.novabay.com/-- develops and sells
scientifically created and clinically proven eyecare and skincare
products. The Company's leading product, Avenova Antimicrobial Lid
and Lash
Solution, or Avenova Spray, is proven in laboratory testing to have
broad antimicrobial properties as it removes foreign material
including microorganisms and debris from the skin around the eye,
including the eyelid.
San Francisco, California-based WithumSmith+Brown, PC, the
Company's auditor since 2010, issued a "going concern"
qualification in its report dated March 26, 2024, citing that the
Company has sustained operating losses for the majority of its
corporate history and expects that its 2024 expenses will exceed
its 2024 revenues, as the Company continues to invest in its
commercialization efforts. Additionally, the Company expects to
continue incurring operating losses and negative cash flows until
revenues reach a level sufficient to support ongoing growth and
operations. Accordingly, the Company has determined that its
planned operations raise substantial doubt about its ability to
continue as a going concern.
NU STYLE LANDSCAPE: Seeks to Extend Plan Exclusivity to June 28
---------------------------------------------------------------
Nu Style Landscape & Development, LLC, asked the U.S. Bankruptcy
Court for the District of Colorado to extend its exclusivity period
to file a plan of reorganization to June 28, 2024.
On January 30, 2024, the Debtor filed its first Motion for
Extension of the Exclusive Period in which it requested an
extension of the exclusive period through and including May 29 to
file its Plan of Reorganization. Such requested extension was
granted by the Court by Order dated February 22.
Specifically, Debtor requested additional time to be able to
formulate meaningful projections of future performance and submit a
feasible Plan, for the following reasons:
* The Debtor has completely revised its bookkeeping system and
needs time to organize and analyze its new system;
* The Debtor needs to stabilize its business operations and
customer base due to the impact of the bankruptcy filing;
* The Debtor is investigating the necessity to relocate out of
its current location;
* The Debtor needs time to negotiate with the Creditors'
Committee once all of the above are settled.
Since the Court granted the first extension motion, the Debtor has
since relocated to a new office location, and, with the assistance
of its Financial Advisor and accounting professional, Mark Dennis
(employed by the Debtor with Court approval on October 25, 2023),
the Debtor has been working to address bookkeeping and operations
issues.
However, on April 24, the Internal Revenue Service ("IRS") filed
Amended Claim No. 4, asserting that Debtor owes $1,324,394.07 to
the IRS for prepetition taxes, including $1,106,206.52 in unsecured
priority debt (the "IRS Claim").
The Debtor explains that unless it can reduce the IRS Claim
significantly, there will be next to nothing, if anything at all,
for other creditors of the Debtor. Accordingly, negotiation of the
IRS Claim is paramount to being able to propose a feasible and
consensual Plan of Reorganization.
Therefore, Debtor respectfully requests an extension of the
exclusive period for an additional 30 days, through and including
June 28, 2024, as well as an extension of the 180-day period to
solicit acceptances of its initial Plan of Reorganization for an
additional 30 days, to afford the Debtor additional time to work
with the IRS to address issues concerning its $1,324,394.07 Claim.
Nu Style Landscape & Development, LLC, is represented by:
Jeffrey A. Weinman, Esq.
Bailey C. Pompea, Esq.
Allen Vellone Wolf Helfrich & Factor P.C.
1600 Stout Street, Suite 1900
Denver, CO 80202
Telephone: (303) 534-4499
Email: JWeinman@allen-vellone.com
BPompea@allen-vellone.com
About NU Style Landscape & Development
Nu Style Landscape & Development, LLC, a company in Denver, Colo.,
filed Chapter 11 petition (Bankr. D. Colo. Case No. 23-14475) on
Oct. 2, 2023, with $1 million to $10 million in both assets and
liabilities. Michael Moilanen, managing member, signed the
petition.
Judge Thomas B. McNamara oversees the case.
Allen Vellone Wolf Helfrich & Factor, PC serves as the Debtor's
legal counsel.
NUSTAR ENERGY: Fitch Hikes & Withdraws 'BB+' IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has upgraded NuStar Energy's, L.P. (NuStar) and
NuStar Logistics', L.P. (Logistics) Long-Term Issuer Default
Ratings (IDRs) to 'BB+' from 'BB'. Fitch has also upgraded
Logistics' senior unsecured ratings to 'BB+'/'RR4' from 'BB'/'RR4'
and its junior subordinated notes and NuStar's preferred equity
ratings to 'BB-'/'RR6' from 'B+'/'RR6'. Fitch has removed the
Positive Watch and has assigned a Stable Outlook.
The upgrade and Stable Outlook reflect NuStar's acquisition by
Sunoco LP (SUN; BB+/Stable), including a debt assumption agreement
undertaken by SUN on Logistics' outstanding unsecured notes,
thereby equalizing the ratings.
Fitch has subsequently withdrawn the IDRs of NuStar and Logistics,
as the entities have been acquired by SUN. Fitch has also withdrawn
the ratings on NuStar's preferred equity and Logistics' junior
subordinated notes, given the repayment of those instruments (with
no expectations for future issuances at that level).
Fitch will continue to rate Logistics' senior unsecured notes,
based on the debt assumption agreement with SUN.
KEY RATING DRIVERS
Debt Assumption Agreement Implications: Logistics' outstanding
unsecured notes are rated at the same level as SUN's unsecured
notes, driven by SUN's debt assumption agreement with Logistics.
Future rating actions on Logistics' unsecured notes will be subject
to the same factors affecting the ratings of SUN's unsecured
notes.
Following Fitch's Parent-Subsidiary Linkage criteria, the IDRs of
SUN, Logistics and NuStar were equalized, prior to being withdrawn,
given Fitch's determination of SUN as a strong parent with high
legal incentives and medium strategic and operational incentives.
SUN's debt assumption agreement on Logistics' unsecured notes is of
high importance in Fitch's assessment.
RATING SENSITIVITIES
Rating sensitivities are no longer relevant given rating
withdrawal.
ISSUER PROFILE
NuStar is a wholly owned subsidiary of Sunoco LP. It primarily
focuses on the transportation and storage of crude oil, refined
products and anhydrous ammonia with operations in the U.S. and
Mexico.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
NuStar Logistics,
L.P. LT IDR BB+ Upgrade BB
LT IDR WD Withdrawn BB+
senior unsecured LT BB+ Upgrade RR4 BB
junior
subordinated LT BB- Upgrade RR6 B+
junior
subordinated LT WD Withdrawn BB-
NuStar Energy L.P. LT IDR BB+ Upgrade BB
LT IDR WD Withdrawn BB+
preferred LT BB- Upgrade RR6 B+
preferred LT WD Withdrawn BB-
OCEAN POWER: Awarded Contract for Delivery of Unmanned Vehicle
--------------------------------------------------------------
Ocean Power Technologies, Inc. announced June 5, 2024, it has been
awarded a contract for a WAM-V for immediate delivery to an
Offshore Construction Contractor. The award includes providing a
spare vehicle system that can be assembled onsite. The vehicle
will provide survey services for an offshore dredging project in
Sub-Saharan Africa.
Revenue from this contract will be recognized over the course of
the contract.
This award builds on the recent commercial success of OPT's
vehicles in offshore construction, and energy industry.
Philipp Stratmann, CEO and President of OPT, expressed his
enthusiasm about this revenue generating contract, stating, "In
addition to our recent expansion into Latin America, we are excited
to start providing services in Sub-Saharan Africa. This region has
an active offshore energy industry, and we are also excited about
potential ocean security applications. As we continue to scale, we
are also continuously looking at additional regions for expansion,
such as the Middle East."
About Ocean Power Technologies
Headquartered in Monroe Township, New Jersey, OPT --
http://www.OceanPowerTechnologies.com/-- provides intelligent
maritime solutions and services that enable safer, cleaner, and
more productive ocean operations for the defense and security, oil
and gas, science and research, and offshore wind markets. The
Company's PowerBuoy platforms provide clean and reliable electric
power and real-time data communications for remote maritime and
subsea applications. The Company also provides WAM-V autonomous
surface vessels (ASVs) and marine robotics services.
Ocean Power said in its Quarterly Report for the period ended Jan.
31, 2024, that "For the nine months ended January 31, 2024 and
through the date of filing of this Form 10-Q, management has not
obtained any material additional capital financing. Management
believes the Company's current cash balance at January 31, 2024 of
$4.9 million and short term investments balance of $4.4 million may
not be sufficient to fund its planned expenditures through at least
March 2025. "These conditions raise substantial doubt about the
Company's ability to continue as a going concern. The ability to
continue as a going concern is dependent upon the Company's
operations in the future and/or obtaining the necessary financing
to meet its obligations and repay its liabilities arising from
normal business operations when they become due."
ONDAS HOLDINGS: Reports Net Loss of $9.9MM in Q1 2024
-----------------------------------------------------
Ondas Holdings Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $9,876,084 on $625,009 of revenue for the three months ended
March 31, 2024, compared to a net loss of $14,455,551 on $2,595,991
of revenue for the three months ended March 31, 2023.
Ondas have incurred losses since inception and have funded its
operations primarily through debt and the sale of capital stock and
as of March 31, 2024, had an accumulated deficit of approximately
$208,236,000. As of March 31, 2024, the Company had net long-term
borrowings outstanding of approximately $4,173,000 net of debt
discount and issuance costs of approximately $251,000 and
short-term borrowings outstanding of approximately $28,018,000, net
of debt discount and issuance costs of approximately $1,570,000. As
of March 31, 2024, the Company had cash and restricted cash of
approximately $14,591,000 and a working capital deficit of
approximately $14,438,000.
In 2023, the Company raised approximately $14,692,000 of net
proceeds from the sale redeemable preferences shares in Ondas
Networks and warrants in Ondas Holdings to third parties, and
approximately $9,310,000 from a second convertible debt agreement.
In February 2024, the Company raised gross proceeds of
approximately $4,500,000 from issuing additional redeemable
preference shares in Ondas Networks and warrants in Ondas Holdings
to third parties, and approximately $4,050,000 from issuing common
stock of Ondas Holdings and warrants in OAH.
"We expect to fund our operations for the next twelve months from
the filing date of this Report from the cash on hand as of March
31, 2024, proceeds from the 2024 financing activities discussed
above, gross profits generated from revenue growth, potential
prepayments from customers for purchase orders, potential proceeds
from warrants issued and outstanding, and additional funds that we
may seek through equity or debt offerings and/or borrowings under
additional notes payable, lines of credit or other sources. There
is substantial doubt that the funding plans will be successful and
therefore the conditions discussed above have not been alleviated.
As a result, there is substantial doubt about the Company's ability
to continue as a going concern for 12 months from May 15, 2024,"
the Company said.
"Our future capital requirements will depend upon many factors,
including progress with developing, manufacturing and marketing our
technologies, the time and costs involved in preparing, filing,
prosecuting, maintaining and enforcing patent claims and other
proprietary rights, our ability to establish collaborative
arrangements, marketing activities and competing technological and
market developments, including regulatory changes and overall
economic conditions in our target markets. Our ability to generate
revenue and achieve profitability requires us to successfully
market and secure purchase orders for our products from customers
currently identified in our sales pipeline as well as new
customers. We also will be required to efficiently manufacture and
deliver equipment on those purchase orders. These activities,
including our planned research and development efforts, will
require significant uses of working capital. There can be no
assurances that we will generate revenue and cash flow as expected
in our current business plan. We may seek additional funds through
equity or debt offerings and/or borrowings under additional notes
payable, lines of credit or other sources. We do not know whether
additional financing will be available on commercially acceptable
terms or at all, when needed. If adequate funds are not available
or are not available on commercially acceptable terms, our ability
to fund our operations, support the growth of our business or
otherwise respond to competitive pressures could be significantly
delayed or limited, which could materially adversely affect our
business, financial condition or results of operations," the
Company said.
As of March 31, 2024, the Company had $91,615,524 in total assets,
$47,929,588 in total liabilities, $15,922,284 in redeemable
noncontrolling interest, and $27,763,652 in total stockholders'
equity.
A full-text copy of the Company's Form 10-Q is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1646188/000121390024043218/ea0205474-10q_ondas.htm
About Ondas Holdings
Marlborough, Mass.-based Ondas Holdings Inc. is a provider of
private wireless, drone, and automated data solutions through its
subsidiaries Ondas Networks Inc., Ondas Autonomous Holdings Inc.,
Airobotics, Ltd, and American Robotics, Inc.
For the years ended December 31, 2023, and 2022, the Company
reported a net loss of $44,844,872 and $73,241,805, respectively.
As of December 31, 2023, the Company had $92,164,682 in total
assets, $47,108,861 in total liabilities, $11,920,694 in redeemable
noncontrolling interest, and $33,135,127 in total stockholders'
equity.
Somerset, N.J.-based Rosenberg Rich Baker Berman, P.A., the
Company's auditor since 2017, issued a "going concern"
qualification in its report dated April 1, 2024, citing that the
Company has experienced recurring losses from operations, negative
cash flows from operations and a working capital deficit as of Dec.
31, 2023.
ONEDIGITAL BORROWER: Moody's Affirms 'B3' CFR Amid Refinancing Deal
-------------------------------------------------------------------
Moody's Ratings has affirmed the B3 corporate family rating and
B3-PD probability of default rating of OneDigital Borrower LLC
(OneDigital) following the company's announcement that it is
refinancing its senior secured term loan with new first-lien and
second-lien term loans. The company will use net proceeds of the
offering to repay the existing term loan, fund acquisitions and
earnout payments, and pay related fees and expenses. Moody's has
assigned a B2 rating to OneDigital's new $2.065 billion backed
senior secured first-lien seven-year term loan, and a Caa2 rating
to its new $375 million backed senior secured second-lien
eight-year term loan. The rating agency also assigned a B2 rating
to OneDigital's new backed senior secured first-lien revolving
credit facility, which will be extended to June 2029.
Moody's has upgraded OneDigital's $75 million backed senior secured
first-lien delayed draw term loan to B2 from B3 as this facility
will remain in place following the refinancing. The rating agency
has affirmed the B3 ratings on OneDigital's existing backed senior
secured term loan and revolver and expects to withdraw these
ratings upon closing of the refinancing. The rating outlook for
OneDigital is stable.
RATINGS RATIONALE
OneDigital's ratings reflect its expertise in employee benefits,
retirement and wealth management, and HR advisory services along
with its consistent EBITDA margins. The company has grown through
acquisitions, adding new products and services that have
facilitated cross sell opportunities and client retention and
contributed to OneDigital's healthy organic revenue growth.
OneDigital derives most of its revenue from a growing national
employee benefits business targeting small to middle market
employers. The company serves its customers through a proprietary
technology platform, a national call center, and locally based
insurance professionals in selected markets across the country.
Credit challenges for OneDigital include aggressive financial
leverage, low interest coverage, significant cash outflows to pay
contingent earnout liabilities, and execution and integration risks
associated with fast-paced, debt-funded acquisitions. The company's
financial leverage is high for its rating category with modest
interest coverage, leaving little room for error in managing its
existing and newly acquired operations.
Following the transaction, Moody's estimates that OneDigital will
have a pro forma debt-to-EBITDA ratio well above 7x, but the rating
agency expects that OneDigital will reduce its leverage in the next
few quarters through growth in EBITDA. The company's majority
investor, private equity firm Onex Corporation, would likely
provide additional support if needed, in Moody's view. OneDigital's
(EBITDA - capex) interest coverage will be below 2x, and its
free-cash-flow-to-debt ratio will be in the low single digits.
These pro forma metrics reflect Moody's adjustments for operating
leases, contingent earnout liabilities, run-rate earnings from
acquisitions, and certain non-recurring costs and other items.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade of OneDigital's ratings
include: (i) debt-to-EBITDA ratio below 5.5x, (ii) (EBITDA - capex)
coverage of interest consistently exceeding 2x, (iii) free
cash-flow-to-debt ratio exceeding 5%, and (iv) successful
integration of acquisitions.
Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA ratio remaining above 7x, (ii) (EBITDA - capex)
coverage of interest below 1.2x, (iii) free-cash-flow-to-debt ratio
below 2%, or negative free cash flow after contingent earnout
payments and scheduled debt amortization.
The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in February 2024.
Founded in 2000, OneDigital provides HR advisory services including
employee benefits, retirement and wealth management, Medicare
Advantage distribution services, and property and casualty
insurance to clients across the US. Based in Atlanta, Georgia, with
more than 200 offices across the country, the company generated
revenue of just over $1 billion for the 12 months through March
2024.
OPTIORX LLC: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: OptioRX, LLC
3701 Commercial Avenue
Suite 14
Northbrook, IL 60062
Business Description: Optio Rx, LLC is an operator of specialty
compounding pharmacies and home infusion
providers licensed across the United States.
Chapter 11 Petition Date: June 7, 2024
Court: United States Bankruptcy Court
District of Delaware
Twenty-seven affiliates that concurrently filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
OptioRX, LLC (Lead Case) 24-11188
Braun Pharma, LLC 24-11189
HCP Pharmacy LLC 24-11190
Pet Apothecary, LLC 24-11191
The Pet Apothecary, LLC 24-11192
Crestview Holdings, LLC 24-11193
Crestview Pharmacy, LLC 24-11194
Dr. Ike's PharmaCare LLC 24-11195
Enovex Pharmacy LLC 24-11196
H&H Pharmacy LLC 24-11197
SMC Pharmacy LLC 24-11198
SMC Lyons Holdings LLC 24-11199
SBH Medical LLC 24-11200
SBH Medical, Ltd. 24-11201
Rose Pharmacy RM LLC 24-11202
Rose Pharmacy SA LLC 24-11203
Rose Pharmacy SF LLC 24-11204
Baybridge Pharmacy, LLC 24-11205
Central Pharmacy, LLC 24-11206
Pro Pharmacy, LLC 24-11207
Healthy Choice Compounding LLC 24-11208
Healthy Choice Compounding LLC 24-11209
Oakdell Compounding Pharmacy, LLC 24-11210
Concierge Pharmacy LLC 24-11211
FirstCare Pharmacy LLC 24-11212
EasyCare Pharmacy LLC 24-11213
PrimeCare Pharmacy, LLC 24-11214
Judge: Hon. Thomas M. Horan
Debtors'
General
Bankruptcy
Counsel: William E. Chipman, Jr., Esq.
CHIPMAN BROWN CICERO & COLE, LLP
Hercules Plaza
1313 North Market Street, Suite 5400
Wilmington, DE 19801
Tel: (302) 295-0191
Email: chipman@chipmanbrown.com
Debtors'
Financial
Advisor: PALADIN MANAGEMENT GROUP
845 Third Avenue
6th Floor
New York, NY 10022
Tel: 929.292.9500
Debtors'
Claims &
Noticing
Agent: STRETTO
Lead Debtor's
Estimated Assets: $10 million to $50 million
Lead Debtor's
Estimated Liabilities: $100 million to $500 million
The petitions were signed by Leo LaFranco as chief financial
officer.
Full-text copies of five of the Debtors' petitions are available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/3O3LT7Y/Optio_Rx_LLC__debke-24-11188__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/IKXH4ZY/SMC_Pharmacy_LLC__debke-24-11198__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/JQYKVJA/Primecare_Pharmacy_LLC__debke-24-11214__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/JBUMK3Y/Firstcare_Pharmacy_LLC__debke-24-11212__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/I2IKZ5Y/Concierge_Pharmacy_LLC__debke-24-11211__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Aves Management LLC Subordinated $73,809,453
150 North Riverside Plaza Noteholders
Ste 5200
Chicago, IL 60606
Phone: 312-705-0754
Email: finance@avescap.com
2. Baybridge Seller Note $13,160,000
1981 Marcus Ave
Ste C129
New Hyde Park, NY 11042
Attn: Greg Savino
Phone: 888-927-3499
Email: greg.savino@yahoo.com
3. Pro-Yuriy Davydov Seller Note $3,810,000
21715 85th Ave
Queens Village, NY 11427-1412
Email: adavy830@yahoo.com
4. SBH - Rob Hirsch Seller Note $2,989,900
5202 Sand Lake Ct
Sarasota, FL 34238-4005
Email: hirshrj@aol.com
5. Healthy Choice Seller Note $2,653,285
150 W End Ave
Apt 24L
New York, NY 10023-5748
Attn: Phil Altman
Email: wholerx.com
6. Pharmcare Seller Note $2,643,864
16662 Pineridge Dr
Granada Hills, CA 91344-1848
Attn: Ayk Dzhragatspanyan
Phone: 818-419-2514
7. Central-Yuriy Davydov Seller Note $1,830,000
21715 85th Ave
Queens Village, NY 11427-1412
Email: adavy830@yahoo.com
8. H&H Seller Note $1,519,005
16662 Pineridge Dr
Granada Hills, CA 91344-1848
Attn: Ayk Dzhragatspanyan
Phone: 818-419-2514
9. Crestview-Bryan Henderson/Hal Seller Note $654,324
Densman
3084 Whitley Oaks Ln
Pace, FL 32571-6772
349 S Garcon Point Rd
Milton, FL 32583-7314
10. Arcutis Biotherapeutics Inc Trade Vendor $586,485
3027 Townsgate Road
Suite 300
Westlake Village, CA 91361
Phone: 805-418-5006
Email: information@arcutis.com
11. Rose SF-Trang TERI Hoang & Seller Note $514,884
Peter Chu (Thang Tat Chu)
5 Sky MDW
Coto DE Caza, CA 92679
Phone: 714-329-9697
12. ICS Direct Trade Vendor $441,954
12601 Collection Center Drive
Chicago, IL 60693
Email: titlecash@icsconnect.com
13. FFF Enterprises Inc Trade Vendor $374,471
44000 Winchester Road
Temecula, CA 92590
Phone: 800-843-7477
Fax: 800-418-4333
Email: fffinfo@fffenterprises.com;
bwemple@fffenterprises.com
14. Mayne Pharma - 128B Trade Vendor $230,544
PO Box 603644
Charlotte, NC 28260-3644
Phone: 919-922-0561
Email: us.ar.remit@maynepharma.com
15. Troutman Pepper Hamilton Professional $222,676
Sanders LLP Fees
1313 Market Street, Suite 5100
Hercules Plaza
Wilmington, DE 19801
Phone: 302-777-6500
Email: kathleen.sawyer@troutman.com
16. Enovex Seller Note $181,301
16662 Pineridge Dr
Granada Hills, CA 91344-1848
Attn: Ayk Dzhragatspanyan
Phone: 818-419-2514
17. ARL Bio Pharma, Inc. Trade Vendor $101,544
840 Research Parkway
Oklahoma City, OK 73104
Phone: 717-829-6448
Email: info@arlok.com
18. Virtus Pharmaceuticals LLC Trade Vendor $101,430
PO Box 947177
Atlanta, GA 30394-7177
Tel: 267-938-4850
Fax: 813-283-1354
Email: arcash@eversana.com
19. Oakdell-Jeff Carson Seller Note $78,590
31120 Knotty Grove
Boerne, TX 78015
Phone: 210 240-8316
Email: crocea411@yahoo.com
20. Plante Moran PLLC - 1725 Trade Vendor $55,000
16060 Collections Center Dr
Chicago, IL 60693
Tel: 248-352-2500
Fax: 248-352-0018
Email: tom.risi@plantemoran.com
21. INCYTE Trade Vendor $44,417
12601 Collection Center Drive
Chicago, IL 60693
Email: ir@incyte.com
22. BSD Construction, Inc. Trade Vendor $34,670
8369 Vickers Street #100
San Diego, CA 92111
Tel: 858-657-9186
Fax: 858-657-0914
Email: info@bsdbuilders.com
23. Constangy, Brooks, Smith & Trade Vendor $32,555
Prophete, LLP - 7070
PO Box 102476
Atlanta, GA 30368-0476
Phone: 404-230-6002
Email: nwasser@constangy.com
24. Forte Bio-Pharma LLC - 8744 Trade Vendor $29,152
PO Box 29650
Dept 880412
Phoenix, AZ 85038-9650
Tel: 833-336-7837
Fax: 833-336-7837
Email: francisco.torres@fortebiopharma.com
25. Journey Medical Corporation - Trade Vendor $17,644
5894
9237 East Via De Ventura
Suite 105
Phone: 973-349-7497
Email: journeymedicalar@icsconnect.com
26. PAAS National LLC Trade Vendor $17,089
160 Business Park Circle
Stoughton, WI 53589
Phone: 888-870-7227
Email: info@paasnational.com
27. Medisca Inc Trade Vendor $13,819
626 Tom Miller Road
Plattsburgh, NY 12901
28. FDS, Inc. Trade Vendor $8,488
5000 Birch Street, Suite 8500
Newport Beach, CA 92660
Tel: 949-757-0400
Fax: 949-757-0404
Email: info@fdsinc.net
29. P.C.C.A., INC Trade Vendor $8,345
9901 South Wilcrest Dr
Houston, TX 77099
Tel: 800-331-2498
Email: accounting@pccarx.com
30. Amneal Pharmaceuticals Trade Vendor $7,040
Lockbox #7979
PO Box 7247
Philadelphia, PA 19170-0001
Tel: 833-289-8559
Fax: 614-652-8349
Email: accountsreceivable@amneal.com
OREGON TOOL: $850MM Bank Debt Trades at 26% Discount
----------------------------------------------------
Participations in a syndicated loan under which Oregon Tool
Holdings Inc is a borrower were trading in the secondary market
around 73.9 cents-on-the-dollar during the week ended Friday, June
7, 2024, according to Bloomberg's Evaluated Pricing service data.
The $850 million Term loan facility is scheduled to mature on
October 16, 2028. The amount is fully drawn and outstanding.
Oregon Tool Holdings, Inc., headquartered in Portland, Oregon, is a
global manufacturer and distributor of professional-grade,
consumable parts and attachments for use in forestry, lawn and
garden, agriculture and concrete cutting applications.
OVAINNOVATIONS LLC: Seeks to Hire Goosman Law Group as Counsel
--------------------------------------------------------------
OvaInnovations, LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Western District of Wisconsin to hire
Goosman Law Firm, P.L.C. as their counsel.
The firm's services include:
a. advising the Debtors in connection with the formulation,
negotiation, and promulgation of a plan of reorganization.
b. negotiating ongoing vendor and employee relationships for
the Debtors;
c. advising on potential transactions;
d. consulting with the Debtors' professionals or
representatives;
e. providing legal counsel to the Debtors in its investigation
of the acts, conduct, assets,
liabilities, and financial condition of the Debtors, the operation
of the Debtors' business;
f. counseling the Debtors in connection with any proposed
sales; and
g. performing all other legal services for and on behalf of
the Debtors that may be necessary, requested or appropriate.
Goosman Law Firm will be paid at these hourly rates:
Barry S. Sackett, Partner $450
Partners and Senior Attorneys $300 to $600
Associate attorneys $225 to $325
Paralegals $150 to $200
Goosman Law Firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Barry Sackett, a partner at Goosman Law Firm PLC, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Goosman Law Firm can be reached at:
Barry S. Sackett, Esq.
Goosmann Law Firm, P.L.C.
2101 W. 69th Street
Sioux Falls, SD 57108
Phone: (712) 330-5248
Email: sackettb@goosmannlaw.com
About OvaInnovations, LLC
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.
PACE ROSEWOOD: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Pace Rosewood Association, Inc.
16625 S Desert Foothills Pkwy
Phoenix, AZ 85048
Business Description: The Debtor is a condominium management
association.
Chapter 11 Petition Date: June 7, 2024
Court: United States Bankruptcy Court
District of Arizona
Case No.: 24-04588
Debtor's Counsel: Chad P. Miesen, Esq.
CHDB LAW LLP
1400 E Southern Avenue, Suite 400
Tempe, AZ 85282
Tel: 480-472-2860
Email: chad@chdblaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Michael Peck as president.
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/5KEKF7I/Pace_Rosewood_Association_Inc__azbke-24-04588__0001.0.pdf?mcid=tGE4TAMA
PJ TRANS: Unsecured Creditors Will Get 10% of Claims over 5 Years
-----------------------------------------------------------------
PJ Trans, Inc., filed with the U.S. Bankruptcy Court for the
Northern District of Illinois a Disclosure Statement describing
Plan of Reorganization.
The Debtor is an Illinois corporation. Originally, the company was
formed as Under Construction, Inc. in 2007 but later transitioned
in 2012 to PJ Trans, Inc.
Since that time Debtor has been working in interstate long distance
LTL("Less Than Truckload") trucking with dry van and refrigerated
trailers. Although Debtor has equipment under its' name, it is
primarily - what is called in the trucking industry - the
"operating" company, working in conjunction with their affiliated
company, Northface Lease LLC, who is the "asset" company, which is
a Debtor in related bankruptcy case 24 – 11238.
In 2022, the trucking industry experienced a downturn. Debtor had
cash-flow problems which made it difficult for them to stay current
on their leases for their facility as well as their equipment. This
led to the Chapter 11 filing.
Since the Chapter 11 filing, they have transitioned to a cheaper
facility, have returned underperforming equipment to lenders and
have streamlined their operations to maximize profitability. They
have stayed substantially current with their adequate protection
payments and have filed a plan of reorganization. For the future,
PJ Trans, Inc. is focused on optimizing the operations of its
current fleet by filing more volume on each trailer leading to
higher profits.
The Debtor's income during the pendency of this case has ranged
from $1.35 million per month to $1.76 million per month. The
Debtor's expenses have ranged from $1.44 million per month to $1.88
million per month. The Debtor expects that it will operate at a
sufficient profit to make all payments under the Plan, and intends
to continue its financing arrangement with RTS Financial Service,
Inc., to enable it to make payments in months when its income alone
is insufficient to pay all expenses and make plan payments.
The Debtor's Plan of Reorganization provides for payment in full of
all secured creditors, with interest at 7.5% per annum, over ten
years. All general unsecured creditors, including the unsecured
deficiency claims of under-secured creditors, will be paid a 10%
distribution, in quarterly payments, over a period of five years.
Class IV consists of all claims based on the guaranty of debt owed
by Northface Lease LLC will be paid only to the extent that the
Chapter 11 plan of reorganization of Northface Lease LLC in Case
No. 23 B 11238 does not provide for payment of such claim(s). To
the extent that there is an unsecured deficiency on any such
guaranty claim, such unsecured deficiency claim will receive a 10%
distribution, in quarterly payments over five years, and will be
paid under the same terms as the general unsecured claims in Class
VI.
Class V consists of all other general unsecured claims, which total
$282,289.54. These claims will receive a 10% distribution totaling
$28,228.96, in equal quarterly payments commencing on the first day
of the calendar quarter following the Effective Date of the Plan,
and continuing for five years. The quarterly payment on all claims
in this class will total approximately $1,411.45/quarter.
The Debtor has one shareholder, Marcin Pogorzelski, who owns 100%
of the stock. Marcin Pogorzelski is the president of the Debtor and
will continue to be employed as president. During the pendency of
this case, Mr. Pogorzelski's compensation has been $2,000/week. The
Debtor intends that, after confirmation of a Plan, it will pay Mr.
Pogorzelski a salary of $2,000/week on an ongoing basis, once funds
are available.
The Plan provides for the current shareholder of the Debtor, Marcin
Pogorzelski, to retain his equity interest in the debtor
corporation, with payment of $1,000.00 in new value as required to
satisfy the "absolute priority rule" under Section 1129(b)(2) of
the Bankruptcy Code. In order to determine the value of the
corporate stock and the adequacy of the new value contribution by
the Debtor's shareholders, the Debtor will conduct an auction of
the stock of the Debtor on a date to be determined, at the office
of the Debtor's counsel. The auction will be conducted according to
the provisions of the Plan.
The Debtor will continue to operate its trucking business, which
the Debtor expects will provide sufficient funding to pay all
expenses and all payments to creditors under the Plan. The Debtor
will continue its financing arrangement with RTS Financial Service,
Inc., which will give it available credit to pay expenses and plan
payments in months in which its income is insufficient.
The Debtor will pay all priority creditors in Classes I and II in
full upon the Effective Date, from funds on hand.
The Debtor will make monthly deposits to a distribution account,
commencing on the first day of the calendar month following the
Effective Date, to be distributed quarterly to all general
unsecured claims. The expected monthly deposit will be
$1,103.15/month.
A full-text copy of the Disclosure Statement dated May 20, 2024 is
available at https://urlcurt.com/u?l=xSvERS from PacerMonitor.com
at no charge.
Counsel to the Debtor:
Saulius Modestas, Esq.
MODESTAS LAW OFFICES, P.C.
401 S. Frontage Rd., Ste. C
Burr Ridge, IL 60527-7115
Tel: (312) 251-4460
Fax: (312) 277-2586
Email: smodestas@modestaslaw.com
About PJ Trans, Inc.
PJ Trans, Inc., is a trucking company and has filed the case to
reorganize its debts and obligations in order to prevent the
liquidation and closure of its business.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-09390) on July 20,
2023. In the petition signed by Marcin Pogorzelski, president, the
Debtor disclosed up to $50,000 in both assets and liabilities.
Judge Janet S. Baer oversees the case.
Saulius Modestas, Esq., at Modestas Law Offices, P.C., represents
the Debtor as legal counsel.
POLAR US BORROWER: $1.48BB Bank Debt Trades at 19% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which Polar US Borrower
LLC is a borrower were trading in the secondary market around 80.6
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $1.48 billion Term loan facility is scheduled to mature on
October 15, 2025. About $1.36 billion of the loan is withdrawn and
outstanding.
Polar US Borrower, LLC is the pass-through entity of ultimate
parent, SK Blue Holdings, LP, an affiliate of private investment
firm, SK Capital Partners. SI Group manufactures performance
additives for use in polymer, rubber, lubricants, fuels, adhesives
applications, surfactants in addition to some specialty chemicals.
POWER TEAM: Seeks to Hire William E. Jamison as Legal Counsel
-------------------------------------------------------------
Power Team Inc. seeks approval from the U.S. Bankruptcy Court for
the Northern District of Illinois to hire Law Office William E.
Jamison & Associates as its counsel.
The firm will provide these services:
a. give the Debtor legal advice with respect to its powers and
duties as a debtor-in-possession in the continued operation of its
business;
b. assist the Debtor in the negotiation, formulation, drafting
and confirmation of a plan of reorganization;
c. assist the Debtor in investigating and pursuing all rights
and claims in connection with preserving the value of Debtor's
assets and rehabilitating property of the estate including the
prosecution of any claims against any insurer of Debtor's
property;
d. take such action as may be necessary with respect to any
claims that may be asserted against Debtor and to prepare such
application, motion, complaints, orders, reports, pleading or other
papers on Debtor's behalf that may be necessary in connection with
this proceeding; and
e. perform all other legal services for the Debtor which may
be required in connection with this proceeding.
The firm will be paid at the rates of $400 per hour.
The firm received a retainer in the amount of $15,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
William E. Jamison, Esq., a partner at Law Office of William E.
Jamison & Associates, disclosed in a court filing that the firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached at:
William E. Jamison, Esq.
Law Office of William E. Jamison & Associates
53 West Jackson Blvd #801
Chicago, IL 60604
Telephone: (312) 226-8500
Email: wjami39246@aol.com
About Power Team Inc.
Power Team Inc. sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-05517) on April
16, 2024, listing $500,001 to $1 million in both assets and
liabilities. William E. Jamison, Jr. at Law Office William E.
Jamison & Associates represents the Debtor as counsel.
PRECISION-AIRE INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Precision-Aire Inc.
2100-9 Arctic Avenue
Bohemia, NY 11716
Business Description: Precision-Aire offers heating, ventilation,
and air conditioning maintenance and
installation services.
Chapter 11 Petition Date: June 7, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-72210
Debtor's Counsel: Gerard R. Luckman, Esq.
FORCHELLI DEEGAN TERRANA LLP
333 Earle Ovington Blvd.
Suite 1010
Uniondale, NY 11553
Tel: 516-812-6291
Fax: 866-900-8016
Email: GLuckman@forchellilaw.com
Total Assets: $852,056
Total Liabilities: $4,531,571
The petition was signed by Richard Troy 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/W32BVCI/Precision-Aire_Inc__nyebke-24-72210__0001.0.pdf?mcid=tGE4TAMA
PRECISIONOMICS LLC: Thomas Kapusta Named Subchapter V Trustee
-------------------------------------------------------------
The Acting U.S. Trustee for Region 12 appointed Thomas Kapusta as
Subchapter V trustee for Precisionomics, LLC.
Mr. Kapusta will be paid an hourly fee of $285 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Kapusta declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Thomas J. Kapusta
P.O. Box 90624
Sioux Falls, SD 57109
Email: tkapusta@aol.com
About Precisionomics LLC
Based in Jamestown, N.D., Precisionomics, LLC offers support
activities for crop production.
Precisionomics filed its Chapter 11 petition (Bankr. D. N.D. Case
No. 24-30203) on May 17, 2024, with $1 million to $10 million in
both assets and liabilities. The petition was signed by Chad D.
Hove as president.
Sara Diaz, Esq., at Bulie Diaz Law Office is the Debtor's legal
counsel.
PROCOM SERVICES: Hires BransonLaw PLLC as Bankruptcy Counsel
------------------------------------------------------------
Procom Services, Inc. filed an amended application seeking approval
from the U.S. Bankruptcy Court for the Middle District of Florida
to hire BransonLaw, PLLC as its counsel.
The professional services the firm is to render are:
a. prosecute and defend any causes of action on behalf of the
Debtor; prepare, on behalf of the Debtor, all necessary
applications, motions, reports and other legal papers;
b. assist in the formulation of a plan of reorganization; and
c. provide all other services of a legal nature.
The hourly rates of the firm's counsel and staff range from $200 to
$655.
Prior to the commencement of this Chapter 11 case, the Debtor paid
an advance fee of $6,366.50 for post-petition services and expenses
in connection with this case and the filing fee of $1,738.
Jeffrey Ainsworth, Esq., an attorney at BransonLaw, 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:
Jeffrey S. Ainsworth, Esq.
Jacob D. Flentke, Esq.
BransonLaw, PLLC
1501 E. Concord St.
Orlando, FL 32803
Telephone: (407) 894-6834
Facsimile: (407) 894-8559
Email: jeff@bransonlaw.com
jacob@bransonlaw.com
About Procom Services
Procom Services, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02414) on May
14, 2024, with $50,001 to $100,000 in assets and $100,001 to
$500,000 in liabilities.
Judge Lori V. Vaughan presides over the case.
Jeffrey Ainsworth, Esq., at Bransonlaw PLLC represents the Debtor
as bankruptcy counsel.
QUEST SOFTWARE: $2.81BB Bank Debt Trades at 24% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Quest Software Inc
is a borrower were trading in the secondary market around 76.2
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $2.81 billion Term loan facility is scheduled to mature on
February 1, 2029. About $2.76 billion of the loan is withdrawn and
outstanding.
Quest Software provides software solutions. The Company offers
enterprise software that identities, users and data, streamlines
IT
operations, and hardens cyber security from the inside out. Quest
Software serves customers in the United States.
QUEST SOFTWARE: $765MM Bank Debt Trades at 49% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Quest Software Inc
is a borrower were trading in the secondary market around 50.6
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $765 million Term loan facility is scheduled to mature on
February 1, 2030. The amount is fully drawn and outstanding.
Quest Software provides software solutions. The Company offers
enterprise software that identities, users and data, streamlines
IT
operations, and hardens cyber security from the inside out. Quest
Software serves customers in the United States.
QURATE RETAIL: Fitch Affirms 'B' LongTerm IDR, Outlook Negative
---------------------------------------------------------------
Fitch Ratings has affirmed Long-Term Issuer Default Ratings (IDRs)
for Qurate Retail, Inc., Liberty Interactive LLC (Liberty) and QVC
Inc at 'B'. In addition, Fitch has upgraded QVC's senior secured
debt to 'BB-'/'RR2' from 'B+'/'RR3', affirmed Liberty's senior
unsecured debt at 'CCC+'/'RR6' and affirmed Qurate's cumulative
redeemable preferred shares at 'CCC+'/'RR6'. The Rating Outlook
remains Negative.
Qurate's rating and Negative Outlook reflects recent revenue
declines across Qurate's business, which has led to an increase in
EBITDAR leverage and questions about the company's ability to
maintain longer term market share. Topline pressure caused EBITDA
to decline to $1.2 billion in 2023 from its recent peak of $2.2
billion in 2020; EBITDAR leverage rose to 7.2x from 4.0x during
that time.
The company is executing on a number of cost reduction activities
that should help keep EBITDA over $1 billion and EBITDAR leverage
in the low-6x range, although the timing and magnitude of a topline
turnaround is unclear. The rating reflects Qurate's good cash flow
generation, with annual FCF expected at approximately $300 million,
which could support further debt reduction.
KEY RATING DRIVERS
Ongoing Topline Declines: Qurate's business revenue has been
challenged, with revenue declining to $10.5 billion in the LTM
ending March 2024 from $11.9 billion (excluding Zulily, which was
sold in early 2023) in pre-pandemic 2019. Sales have declined
across most of Qurate's categories, including key businesses like
beauty which has seen good secular growth in recent years.
The revenue trajectory has been driven by declines in QxH (domestic
QVC/Home Shopping Network) customer count, which has contracted to
eight million in the LTM ending in March 2024 from 10.6 million in
2019. Qurate's topline challenges amidst reasonable industry retail
sales growth suggest a mix of execution issues and business model
concerns, particularly given declines in linear TV viewership.
The company is combating revenue declines by expanding its
streaming reach, investing in its ecommerce platform (which
generates around 60% of QxH revenue) across desktop and mobile, and
on-boarding new brands. In April 2024, the company announced its
new Age of Possibility program to target female customers over 50
years old with product and content influenced by 50 female leaders
and celebrities in this age cohort.
While revenue declines moderated somewhat from 11% in 2022 to 5% in
2023, the timing and magnitude of a stabilization is unknown. Fitch
projects revenue (ex Zulily) could decline by around 3% in 2024 and
decline in the 1% to 2% range beginning 2025. The company needs to
sustain flattish revenue to support a stabilization of its
Outlook.
Cost Reductions Support Current EBITDA: As part of Qurate's Project
Athens announcement in June 2022, the company targeted hundreds of
millions of dollars of margin-driven profit growth through improved
product mix, cost structure reduction, and efficiency efforts in
supply chain operations. Qurate's cost reduction efforts, in
addition to the sale of the loss-making Zulily division in early
2023, has supported EBITDA growing to $1.15 billion in the TTM
ending March 2024 from $900 million in the year ended March 2023
despite topline contraction.
Assuming ongoing cost realization, Fitch expects 2024 EBITDA could
be flattish around $1.2 billion with margins in the mid-11% range,
albeit below the recent peak in the 15% range from 2020. While some
cost reductions could extend into 2025, Fitch expects medium term
EBITDA will be a function of Qurate's topline trajectory. Given
Fitch's revenue assumptions, Qurate's EBITDA could decline modestly
from the $1.2 billion expected in 2024 over the medium term,
trending in the $1.1 billion to $1.2 billion range.
Positive Cash Flow: Qurate generates reasonable FCF, including
around $500 million in 2023 (albeit supported by close to $300
million of insurance proceeds). Fitch projects annual FCF could
trend in the low- to mid-$300 million range beginning 2024, given
Fitch's EBITDA assumptions, around $400 million of interest expense
and capex in the low-$300 million range. The company repaid $423
million of secured notes in 1Q24 and indicated plans addressing its
nearly $600 million of secured notes due February 2025 with a mix
of cash and revolver borrowings.
Qurate's net leverage target, which excludes approximately $1.6
billion of unsecured notes at Liberty, is 2.5x. This equates to
around mid-5.0x on a Fitch-adjusted EBITDAR basis, including the
notes at Liberty, leases capitalized at 8x and Qurate's $1.3
billion of preferred equity, which Fitch treats as debt. Qurate
could continue to deploy FCF toward debt reduction, including
revolver borrowings which were $1.3 billion at the end of March
2024 and $575 million and $500 million of secured notes due in 2027
and 2028, respectively.
Elevated Leverage: Qurate's EBITDAR leverage rose from the high
3x/low 4x range in 2018-2021 to approximately 8x in 2022 on EBITDA
declines before moderating to 7.2x in 2023 given around $1 billion
of debt reduction and flattish EBITDA. Assuming some EBITDA
expansion in 2024 and the 1Q24 repayment of $423 million of secured
notes, EBITDAR leverage could trend in the low-6x range in 2024.
EBITDAR leverage could remain near 6.0x beginning 2025 given
Fitch's EBITDA assumptions and some debt reduction using FCF.
Parent Subsidiary Linkage: Fitch's analysis includes a strong
subsidiary/weak parent approach between the parents, Qurate and
Liberty, and their respective subsidiaries, Liberty and QVC, Inc.
given proximity to operating assets. Fitch assesses the quality of
the overall linkages as high, which results in an equalization of
the ratings. The equalization reflects open legal ring-fencing and
open access and control across the capital structure.
DERIVATION SUMMARY
Qurate's IDR and Negative Outlook reflects questions regarding the
company's ability to stabilize market share longer term following
recent revenue declines across its business. Qurate's cash flow
generation remains good, with annual FCF expected to be at least
$300 million, which could support further debt reduction.
Qurate's peers include national department store competitors Macy's
Inc. (BBB-/Stable), Kohl's Corp (BB+/Stable), and Nordstrom, Inc.
(BB/Stable). Each of these companies contend with secular headwinds
affecting the department store industry and are continuously
refining strategies to defend market share. Initiatives include
investments in omnichannel models, portfolio reshaping to reduce
exposure to weaker indoor malls, and efforts to strengthen
merchandise assortments and service levels.
Pre-pandemic, the three national peers operated with EBITDAR
leverage below 3.5x (closer to mid-2x for Kohl's) to support
investment-grade ratings. Current ratings embed expectations of
Macy's, Kohl's, and Nordstrom operating with leverage under 3.0x,
3.5x, and 4.0x respectively.
KEY ASSUMPTIONS
- Fitch projects 2024 revenue could decline around 5% to
approximately $10.3 billion. This assumes around 2% organic sales
declines with the remainder due to the full-year impact of the
mid-2023 disposal of Zulily. Revenue beginning 2025 could decline
modestly in the 1%-2% range, assuming continued challenges in
Qurate's linear TV business and some ongoing customer count
contraction;
- EBITDA in 2024 could grow to $1.2 billion from $1.07 billion in
2023, assuming margins expand to the mid-11% range from 9.8% as
Qurate benefits from its cost management program. EBITDA beginning
2025 could trend in the $1.1 billion to $1.2 billion range, given
modest topline declines and some ongoing expense reduction
activity, offset by general cost inflation;
- FCF, which was approximately $500 million in 2023 including
around $300 million in insurance proceeds, could trend in the low-
to mid-$300 million range beginning 2024, given Fitch's EBITDA
projections and approximately $400 million of annual cash interest
and $300 million of annual capex.
In 1Q24, the company repaid its $423 million of secured notes due
April 2024 and indicated it expects to use a mix of cash and
revolver borrowings to repay its approximately $600 million of
notes due February 2025. Longer term, the company could deploy cash
toward a mix of business reinvestment, debt reduction and
shareholder friendly activities in the context of its financial
policy, targeting 2.5x net leverage (excluding debt at Liberty);
- EBITDAR leverage, which declined to 7.2x in 2023 from a recent
peak of 8.2x in 2022 due to about $1 billion of debt reduction,
could moderate further to the low-6x range in 2024 on EBITDA
expansion and the recent debt repayment. EBITDAR leverage could
sustain in the low-6x range in the medium term, assuming EBITDA
moderation from 2024 levels and debt reduction, which could include
around $400 million in 2024 and another $300 million to $350
million in 2025.
RECOVERY ANALYSIS
Fitch's recovery analysis assumes Qurate's value is maximized as a
going concern in a post default scenario, given a going-concern
valuation of approximately $5.4 billion relative to a liquidation
value of around $1.6 billion.
Fitch's going concern value is derived from a projected EBITDA of
around $900 million. The scenario assumes a lower revenue base of
around $8 billion, around 20% below projected 2024 levels, assuming
continued customer count declines and market share erosion. EBITDA
margins could trend in the low-11% range, modestly below projected
2024 levels, assuming the impact of lost sales on Qurate's fixed
expenses are somewhat offset by cost reductions.
Fitch selected a going-concern multiple of 6x, within the 4x-8x
range observed for North American corporates, reflecting an
assessment of Qurate's industry dynamics and company-specific
factors. This is at the upper end of the range used in Fitch's
analysis of retailers given the company's outsized exposure to the
faster-growing e-commerce channel and good cash conversion.
After deducting 10% administrative claims from the going concern
valuation, Qurate's secured revolver and secured notes would have
superior recovery prospects while its unsecured notes and preferred
equity would have poor recovery prospects. Fitch assumes the $3.25
billion revolving credit facility, which is secured by the equity
of its borrowers QVC Inc., QVC Global Corporate Holdings LLC, and
Cornerstone Brands Inc. (which together own most of Qurate's
operating assets) , would be fully drawn.
The secured notes have similar security as the revolving credit
facility although they are not secured by Cornerstone Brands, Inc.,
which generates about 6% of Qurate's EBITDA. Fitch assumes a small
concession payment is made to the unsecured notes issued by
Liberty, which owns Cornerstone alongside the parent Qurate Retail,
Inc.
Given the various recovery prospects, the secured debt is rated
'BB-'/'RR2' while the unsecured debt and preferred equity are rated
'CCC+'/'RR6'. The secured debt rating represents a one-notch
upgrade from Fitch's prior analysis due to a smaller amount of debt
after recent secured note repayments.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Qurate's Outlook could be stabilized if revenue trends improved
to flat while sustaining EBITDAR leverage under 6.5x.
- An upgrade could result from a demonstrated track record of
stable revenue and EBITDA alongside EBITDAR leverage sustaining
under 5.0x.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A downgrade could result from continued topline declines, leading
to heighted business model concerns. A combination of EBITDA
contraction and capital structure actions which drove EBITDAR
leverage over 6.5x could also yield a downgrade.
LIQUIDITY AND DEBT STRUCTURE
Solid Liquidity: Qurate's liquidity is good, with $1.1 billion of
cash on hand as of March 31, 2024 plus $1.9 billion of availability
on its $3.25 billion secured revolving credit facility due October
2026. Qurate's cash is split between cash held at its QVC entity
($311 million as of March 31, 2024), CBI ($79 million) and the
Qurate/Liberty entities ($712 million). Revolver availability as of
this date was reduced by $1.3 billion of outstanding borrowings.
Qurate's liquidity is further supported by Fitch's expectation of
positive FCF in the low- to mid-$300 million range annually
beginning 2024. The company has publicly indicated that it could
downsize its revolver in the medium term given its analysis of cash
flow generation and liquidity needs.
As of March 31, 2024, Qurate's capital structure consisted of its
revolving credit facility, $3.9 billion of secured notes due
between 2025 and 2068, $1.6 billion of unsecured debt due in
2029/2030 and $1.3 billion in preferred equity which Fitch treats
as debt. The secured credit facility is co-borrowed by QVC Inc.,
QVC Global Corporate Holdings LLC, and Cornerstone Brands Inc,
which together own Qurate's operating assets. The revolver is
secured by the equity of its borrowers.
The secured notes are issued by QVC Inc. and secured by QVC Inc.
equity. The unsecured notes are issued by Liberty, a direct
subsidiary of Qurate and QVC Inc.'s parent.
After the recent repayment of $423 million of secured notes in 1Q,
Qurate's next maturity is approximately $600 million of secured
notes due February 2025; Qurate indicated it expects to repay this
debt with a mix of cash and revolver borrowings.
ISSUER PROFILE
Qurate Retail, Inc. is a global leader in video retail and
e-commerce across multiple linear, streaming and online platforms
including QVC, HSN, Ballard Design, Frontgate, Garnet Hill, and
Grandin Road.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG CONSIDERATIONS
Qurate has an ESG Relevance Score of '4' for Group Structure due to
the structure's complexity and related-party transactions, which
has a negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
QVC, Inc. LT IDR B Affirmed B
senior secured LT BB- Upgrade RR2 B+
Liberty Interactive
LLC LT IDR B Affirmed B
senior unsecured LT CCC+ Affirmed RR6 CCC+
Qurate Retail, Inc. LT IDR B Affirmed B
preferred LT CCC+ Affirmed RR6 CCC+
REDSTONE HOLDCO 2: $450MM Bank Debt Trades at 41% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Redstone Holdco 2
LP is a borrower were trading in the secondary market around 58.9
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $450 million Term loan facility is scheduled to mature on
August 6, 2029. The amount is fully drawn and outstanding.
Redstone Holdco 2 LP and Redstone Buyer LLC were formed as part of
the buyout of the RSA Security business from Dell Inc.
RESTAURANT BRANDS: S&P Rates Proposed Senior Secured Notes 'BB+'
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '2'
recovery rating to the proposed senior secured notes issued by
Restaurant Brands International Inc.'s (RBI) indirect subsidiary
1011778 B.C. Unlimited Liability Co. The '2' recovery rating
indicates its expectation for substantial (70%-90%; rounded
estimate: 70%) recovery of principal in the event of a payment
default.
S&P said, "We expect this transaction will be leverage neutral
because the company will use the proceeds to pay down pari-passu
term loan debt. All of our existing ratings on RBI, including our
'BB' issuer credit rating and positive outlook, are unchanged. The
company's leverage (adjusted for this transaction and its
acquisition of Carrols) was approximately 4.8x as of the quarter
ended March 31, 2024. The positive outlook reflects our expectation
that RBI will successfully execute its expansion and remodel
initiatives and increase its revenue and EBITDA such that its S&P
Global Ratings-adjusted leverage improves to below 4.5x."
Issue Ratings - Recovery Analysis
Key analytical factors
-- S&P simulates a default to assess the recovery prospects on
RBI's first-lien credit facility and first-lien notes, based on its
estimated emergence valuation.
-- The recovery rating on the second-lien notes reflects their
junior ranking in the capital structure and S&P's expectation of
negligible recovery prospects once priority claims are satisfied.
-- S&P's default scenario incorporates a steep decline in revenue
and EBITDA that results from economic weakness and contraction in
consumer discretionary spending.
-- This scenario also envisions a loss of market share because of
an intensifying competitive environment in the QSR and broader
restaurant industry.
-- The 6x multiple is greater than the restaurant peer average
multiple because of RBI's significant franchised base.
Simulated default assumptions
-- Simulated year of default: 2029
-- EBITDA at emergence: $1.35 billion
-- EBITDA multiple: 6x
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $7.7
billion
-- Secured first-lien debt claims: $10.9 billion*
--Recovery expectations: 70%-90% (rounded estimate: 70%)
-- Secured second-lien debt claims: $3.7 billion*
--Recovery expectations: 0%-10% (rounded estimate: 0%)
*All debt amounts include six months of prepetition interest.
REVERB BUYER: $1.05BB Bank Debt Trades at 21% Discount
------------------------------------------------------
Participations in a syndicated loan under which Reverb Buyer Inc is
a borrower were trading in the secondary market around 79.4
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $1.05 billion Term loan facility is scheduled to mature on
November 1, 2028. The amount is fully drawn and outstanding.
Reverb is the largest online marketplace dedicated to buying and
selling new, used, and vintage musical instruments.
RICEBRAN TECHNOLOGIES: Raises $500,000 From Private Placement
-------------------------------------------------------------
RiceBran Technologies reported in a Form 8-K filed with the
Securities and Exchange Commission that on June 4, 2024, it entered
into a securities purchase agreement with Funicular Funds, LP, a
Delaware limited partnership, pursuant to which the Company sold
and issued, as applicable, (i) a secured promissory note in the
principal amount of $500,000, and (ii) warrants to purchase 625,000
shares of the Company's common stock, no par value per share,
substantially in the form attached to the Purchase Agreement at the
price and upon the terms and conditions set forth in the Funicular
Warrants, for an aggregate purchase price of $500,000.
The Funicular Warrants will be exercisable at a price of $0.18 per
share, subject to adjustments as provided under the terms of the
Funicular Warrants. The Funicular Warrants are exercisable at any
time on or after June 4, 2024 until the expiration thereof,
provided that the Company has a sufficient number of shares of
authorized Common Stock under the Company's Restated and Amended
Articles of Incorporation to permit such exercise. As required
under the Purchase Agreement, the Company intends to solicit votes
at the 2024 annual meeting of stockholders of the Company to
increase the number of authorized shares of Common Stock to an
amount that will permit the Company to issue the maximum number of
shares of Common Stock issuable upon exercise of the Funicular
Warrants. The Funicular Warrants have a term of five years from
the date of issuance.
The Private Placement closed on June 4, 2024. The proceeds raised
in the Private Placement were used for general working capital
purposes.
The Registration Rights Agreement
In connection with the Private Placement, on June 4, 2024, the
Company entered into a Registration Rights Agreement with
Funicular, pursuant to which the Company agreed to file with the
U.S. Securities and Exchange Commission within 180 days after the
Closing Date a registration statement registering the resale of the
shares of Common Stock underlying the Funicular Warrants, and the
Company agreed to use its reasonable best efforts to have the
Resale Registration Statement declared effective as promptly as
reasonably possible after the filing thereof. In certain
circumstances, Funicular can demand the Company's assistance with
underwritten offerings and block trades, and Funicular will be
entitled to certain piggyback registration rights.
The Funicular Note
On June 4, 2024, the Company entered into a secured promissory note
in favor of Funicular and guaranteed by its subsidiaries Golden
Ridge Rice Mills, Inc., a Delaware corporation, and MGI Grain
Incorporated, a Delaware corporation, evidencing the loan made to
the Company by Funicular in the aggregate principal amount of
$500,000. The proceeds of the Funicular Note may be used for
general working capital needs and other general corporate purposes.
The Funicular Note has a stated maturity date of Dec. 4, 2024.
Interest accrues at a rate per annum equal to 13.50%. On each
interest payment date, the accrued and unpaid interest shall, at
the election of the Company in its sole discretion, be either paid
in cash or paid in-kind. The obligations under the Funicular Note
are guaranteed by Golden Ridge and MGI Grain, and are secured by a
security interest in the assets (other than certain excluded
assets, the "Collateral") of the Company, Golden Ridge and MGI
Grain, subject to the intercreditor agreement. The Funicular Note
contains negative and restrictive covenants which limit the ability
of the Company, Golden Ridge and MGI to, among other things,
transfer or otherwise dispose of the Collateral, incur indebtedness
and create, incur, assume or allow liens on the Collateral or any
real property owned by the Company, Golden Ridge or MGI Grain.
Amendments to Agreement for Purchase and Sale and
Intercreditor Agreement
On June 4, 2024, the Company, Golden Ridge and MGI Grain, as
sellers, and Continental Republic Capital, LLC d/b/a Republic
Business Credit, a Louisiana limited liability company, as
purchaser, entered into a Seventh Amendment, Consent and Waiver to
the Agreement for Purchase and Sale to, among other things, (i)
provide for Republic's consent to the entry into the Funicular Note
by the Company, Golden Ridge and MGI Grain and the transactions
contemplated thereby and (ii) waive any defaults that may arise or
result from the Company, Golden Ridge or MGI Grain's entry into the
Funicular Note and the transactions contemplated thereby. In
connection with the Funicular Note and the Seventh Amendment,
Republic and Funicular entered into an amendment to the
intercreditor agreement between Republic and Funicular on June 4,
2024, which, among other things, subjects the Funicular Note to the
terms of such intercreditor agreement.
About RiceBran
RiceBran Technologies is a specialty ingredient company focused on
the development, production, and marketing of products derived from
traditional and ancient small grains. The Company creates and
produces products utilizing proprietary processes to deliver
improved nutrition, ease of use, and extended shelf-life, while
addressing consumer demand for all natural, non-GMO and organic
products.
Whippany, New Jersey-based WithumSmith+Brown, PC, the Company's
auditor since 2023, issued a "going concern" qualification in its
report dated March 29, 2024, citing that the Company has an
accumulated deficit at Dec. 31, 2023 and, since inception, has
suffered significant operating losses and negative cash flows from
operations that raise substantial doubt about its ability to
continue as a going concern.
RNF FIRE: Mark Sharf Named Subchapter V Trustee
-----------------------------------------------
The U.S. Trustee for Region 16 appointed Mark Sharf, Esq., a
practicing attorney in Los Angeles, as Subchapter V trustee for RNF
Fire Protection and Plumbing, Inc.
Mr. Sharf will charge $660 per hour for his services as Subchapter
V trustee and $150 per hour for his trustee administrator's
services. In addition, the Subchapter V trustee will seek
reimbursement for work-related expenses incurred.
Mr. Sharf declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Mark Sharf, Esq.
6080 Center Drive, 6th Floor
Los Angeles, CA 90045
Telephone: (323) 612-0202
Email: mark@sharflaw.com
About RNF Fire Protection and Plumbing
RNF Fire Protection and Plumbing, Inc. filed its voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Calif. Case No. 24-13909) on May 17, 2024, with $2,318,973 in
assets and $7,265,538 in liabilities. The petition was signed by
Hayk Sukazi as chief executive officer.
Vahe Khojayan, Esq., at YK Law, LLP represents the Debtor as
bankruptcy counsel.
ROBERT WYATT: Hires Condon Tobin Sladek as Bankruptcy Counsel
-------------------------------------------------------------
Robert Wyatt Contracting, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Condon Tobin Sladek Thornton Nerenberg PLLC as attorneys.
H. Joseph Acosta, lead bankruptcy counsel of Condon, recently
resigned from the Debtor's former law firm, Dorsey & Whitney, LLP,
and joined the current firm.
The firm will render these services:
(a) provide the Debtor legal advice with respect to its duties
and powers in a bankruptcy case;
(b) assist the Debtor in the investigation of its assets,
liabilities and financial condition, the operation and liquidation
of its business, and any other matter relevant to the case or to
the formulation of a plan or plans of reorganization or
liquidation;
(c) assist the Debtor in preparing any pleading or document
deemed necessary to be filed;
(d) assist the Debtor in preparing its monthly operating
reports and otherwise provide timely financial disclosure to the
Court and Creditors;
(e) assist the Debtor in selling its assets during the
bankruptcy case;
(f) advise the Debtor regarding the best course of action with
respect to certain prepetition claims;
(g) defend against any actions taken by creditors of the
Debtor to enforce its rights inside and outside of bankruptcy;
(h) defend against any requested relief from the automatic
stay against the Debtor or its property;
(i) challenge the priority, status, and amount of any secured
and unsecured claim, as necessary;
(j) participate with the Debtor in the formulation of a plan
or plans of reorganization or liquidation;
(k) assist the Debtor in requesting the appointment of
professional persons, should such action be necessary;
(l) represent the Debtor at necessary hearings; and
(m) perform such other legal services as may be required and
in the best interests of the Debtor, its estates and its
creditors.
The firm will charge $450 to $750 per hour for attorneys and $250
to $400 per hour for paralegals, legal assistants, and other
paraprofessionals.
H. Joseph Acosta, Esq., a partner at Dorsey & Whitney, 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:
H. Joseph Acosta, Esq.
CONDON TOBIN SLADEK THORNTON
NERENBERG PLLC
8080 Park Lane, Suite 700
Dallas, TX 75231
Tel: (214) 265-3852
Fax: (214) 265-3800
Email: jacosta@condontobin.com
About Robert Wyatt Contracting
Robert Wyatt Contracting, LLC, an excavating contractor in Fort
Worth, Texas, sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-40747) on Mar. 1,
2024. In the petition signed by Robert Pfeil, president, the Debtor
disclosed up to $50 million in both assets and liabilities.
Judge Edward L. Morris oversees the case.
H. Joseph Acosta, Esq., at Condon Tobin Sladek Thornton Nerenberg
PLLC serves as the Debtor's counsel.
ROMANCE WRITERS: Taps Andrews Myers, P.C. as Bankruptcy Counsel
---------------------------------------------------------------
Romance Writers of America, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire Andrews
Myers, P.C. as its counsel.
The firm will render these services:
a. assist, advise and represent the Debtor relative to the
administration of this Chapter 11 Case;
b. assist, advise and represent the Debtor in analyzing the
Debtor’s assets and liabilities, investigating the extent and
validity of liens and claims, and participating in and reviewing
any proposed asset sales or dispositions;
c. attend meetings and negotiate with the representatives of
the secured creditors;
d. assist the Debtor in the preparation, analysis and
negotiation of any plan(s) of reorganization and disclosure
statement(s) accompanying any plan(s) of reorganization;
e. take all necessary action to protect and preserve the
interests of the Debtor;
f. appear, as appropriate, before this Court, the Appellate
Courts, and other Courts in which matters may be heard and to
protect the interests of Debtor before said Courts and the United
States Trustee; and
g. perform all other necessary legal services in this case,
including the removal of any pending Texas State Court litigation
to the Bankruptcy Court.
The hourly rates for Andrews Myers are:
T. Josh Judd, Shareholder $535
Edward Ripley, Shareholder $700
Lisa Norman, Shareholder $525
Associates $300 to $550
Paralegals $200 to $255
The firm received a retainer in the amount of $15,000.
T. Josh Judd, Esq., a shareholder of Andrews Myers, disclosed in
court filings that the firm does not represent any interest adverse
to the Debtors and their estates, creditors, equity holders and
affiliates, and is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
T. Josh Judd, Esq.
Andrews Myers, P.C.
1885 Saint James Place, 15th Floor
Houston, TX 77056
Tel: (713) 850-4200
Fax: (832) 786-4877
Email: jjudd@andrewsmyers.com
About Romance Writers of America, Inc.
Romance Writers of America, Inc. is a nonprofit trade association
whose mission is to advance the professional and common business
interests of career-focused romance writers through networking and
advocacy and by increasing public awareness of the romance genre.
RWA works to support the efforts of its members to earn a living,
to make a full-time career out of writing romance -- or a part-time
one that generously supplements their main income.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bank. S.D. Tex. Case No. 24-32447) on May 29,
2024. In the petition signed by Mary Ann Jock, president, the
Debtor disclosed $272,169 in assets and $3,067,284 in liabilities.
Judge Jeffrey P. Norman oversees the case.
T. Josh Judd, Esq., at ANDREW MYERS, PC, represents the Debtor as
legal counsel.
SAFEWAY CARRIERS: Hires Law Offices of David Freydin PC as Counsel
------------------------------------------------------------------
Safeway Carriers, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Illinois to hire the Law Offices
of David Freydin PC as its bankruptcy counsel.
The firm will represent the Debtor in matters concerning
negotiation with creditors, preparation of a plan, corporate
restructuring, analysis of claims and potential causes of action
and other assets, and to otherwise represent the Debtor in matters
before the Court.
The firm will be paid at these rates:
David Freydin $350 per hour
Jan Michael Hulstedt $325 per hour
Derek V. Lofland $325 per hour
Jeremy Nevel $325 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
David Freydin, Esq., a partner at Law Offices of David Freydin PC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy
Code.
The firm can be reached at:
David Freydin, Esq.
Law Offices of David Freydin PC
8707 Skokie Blvd, Suite 312
Skokie, IL 60077
Tel: (847) 972-6157
Fax: (866) 897-7577
Email: david.freydin@freydinlaw.com
About Safeway Carriers
Safeway Carriers, Inc., a company in Woodridge, Ill., filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. N.D. Ill. Case No. 24-06848) on May 8, 2024, with $450,500
in assets and $1,667,850 in liabilities. Volodymyr Rozdolsky,
president, signed the petition.
Judge Donald R. Cassling presides over the case.
David Freydin, Esq., at the Law Offices of David Freydin represents
the Debtor as legal counsel.
SAM ASH: Seeks to Hire Epiq as Administrative Advisor
-----------------------------------------------------
Sam Ash Music Corporation seeks approval from the U.S. Bankruptcy
Court for the District of New Jersey to hire Epiq Corporate
Restructuring, LLC as their 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, including, if applicable, brokerage firms,
bank back-offices and institutional holders;
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 Services Agreement,
but not included in the Section 156(c) 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 firm will be paid at these hourly rates:
Clerical/Administrative Support WAIVED
IT / Programming $65 to $100
Project Managers/Consultants/ Directors $85 to 185
Solicitation Consultant $185
Executive Vice President, Solicitation $195
Executives No Charge
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Epiq shall receive a retainer in the amount of $25,000.
Brian Hunt, a consulting director at Epiq Corporate Restructuring,
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:
Brian Hunt
Epiq Corporate Restructuring, LLC
777 Third Avenue, 12th Floor
New York, NY 10017
Tel: (646) 282-2532
Email: bhunt@epiqglobal.com
About Sam Ash Music Corp.
Sam Ash Music Corporation operates a chain of musical instrument
retail stores. The Company offers guitars, basses, band and
orchestra, drums, keyboards, live sound, recording gear, dj and
lighting. Sam Ash Music serves customers throughout the United
States.
Sam Ash Music Corp. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Case No. 24-14727) on May 9, 2024.
In the petition filed by Jordan Meyers, as chief restructuring
officer, the Debtor said estimated assets are between $100 million
and $500 million and estimated liabilities are between $100 million
and $500 million.
The Honorable Bankruptcy Judge Stacey L. Meisel oversees the case.
The Debtors tapped Cole Schotz P.C. as counsel; SierraConstellation
Partners LLC as financial advisor; and Capstone Capital Markets,
LLC as investment banker.
SAM ASH: Taps A&G Realty Partners as Real Estate Consultant
-----------------------------------------------------------
Sam Ash Music Corporation seeks approval from the U.S. Bankruptcy
Court for the District of New Jersey to hire A&G Realty Partners,
LLC as real estate consultant and advisor.
The firm will render these services:
a. consult with the Company to discuss the Company's goals,
objectives and financial parameters in relation to Lease Sales;
b. market the Leases in a manner and form as determined by A&G
and approved by the Company, and negotiate with the Landlords and
other third parties on behalf of the Company to assist the Company
in obtaining Lease Sales;
c. provide reasonable assistance to the Company and its
counsel in the documentation of sale transactions involving one or
more of the Leases;
d. provide regular update reports to the Company regarding the
status of the Services; and
e. provided that the Stalking Horse APA has not been
terminated, A&G and the Company acknowledge and agree that they
will not proceed with any Lease Sale prior to the closing of the
Stalking Horse APA without the prior written consent of Tiger
Finance, which consent may be withheld in its discretion.
A&G shall be compensated as follows:
(i) Lease Sales. For each Lease Sale obtained by A&G on behalf
of the Debtors, A&G shall earn and be paid a fee in the amount of 3
percent of the Gross Proceeds. All Gross Proceeds, net of the Lease
Sale Fee, shall be applied in accordance with the terms of the DIP
Loan Agreement between the Debtors and Tiger Finance.
Notwithstanding anything to the contrary contained in the
Agreement, the parties (a) acknowledge and consent to the inclusion
of, among other things, designation rights with respect to the
Leases in the Stalking Horse APA and (b) further agree that A&G
shall not earn any compensation for Services rendered in connection
with any Lease designation rights that are acquired by Tiger
Finance (or an affiliate or designee of Tiger Finance) pursuant to
the Stalking Horse APA.
(ii) Expenses and Disbursements. The Company shall reimburse
A&G for A&G's reasonable out-of-pocket expenses (including, but not
limited to, legal, mailing, marketing, and travel) incurred in
connection with its retention and provision of Services, subject to
the incurrence of expenses being pre-approved by the Company.
As disclosed in the court filings, A&G does not hold or represent
any interest adverse to the Debtors' estates; and believes that it
is a "disinterested person" as that term is defined in section
101(14) of the Bankruptcy Code, as modified by section 1107(b) of
the Bankruptcy Code, as required by section 327(a) of the
Bankruptcy Code.
The firm can be reached through:
Emilio Amendola
A&G Realty Partners, LLC
445 Broadhollow Road, Suite 410
Melville, NY 11747
Direct: (631) 465-9507
Mobile: (917) 860-2192
Email: emilio@agrep.com
About Sam Ash Music Corp.
Sam Ash Music Corporation operates a chain of musical instrument
retail stores. The Company offers guitars, basses, band and
orchestra, drums, keyboards, live sound, recording gear, dj and
lighting. Sam Ash Music serves customers throughout the United
States.
Sam Ash Music Corp. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Case No. 24-14727) on May 9, 2024.
In the petition filed by Jordan Meyers, as chief restructuring
officer, the Debtor said estimated assets are between $100 million
and $500 million and estimated liabilities are between $100 million
and $500 million.
The Honorable Bankruptcy Judge Stacey L. Meisel oversees the case.
The Debtors tapped Cole Schotz P.C. as counsel; SierraConstellation
Partners LLC as financial advisor; and Capstone Capital Markets,
LLC as investment banker.
SCHOFFSTALL FARM: Seeks to Hire NAI CIR as Real Estate Broker
-------------------------------------------------------------
Schoffstall Farm, LLC seeks approval from the U.S. Bankruptcy Court
for the Middle District of Pennsylvania to hire NAI CIR Commercial
Real Estate Services as a real estate broker.
The firm will assist with the sale of the Debtor's real property
located at 5790 Devonshire Road, Harrisburg, Dauphin County,
Pennsylvania.
NAI/CIR will charge a commission of 5 percent of the sale price.
Nikolas S. Sgagias, realtor with NAI CIR, assured the court that
the firm is a "disinterested person" as that term is defined in
section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors' estates in matters upon which it
is to be engaged.
The firm can be reached through:
Nikolas S. Sgagias
NAI/CIR
1015 Mumma Road, 2nd Floor
Wormleysburg, PA 17043
Tel: (717) 731-4540
Fax: (717) 975-9835
Email: nsgagias@naicir.com
About Schoffstall Farm, LLC
Schoffstall Farm, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No.
24-01219) 0n May 14, 2024, listing $1 million to $10 million in
both assets and liabilities. The petition was signed by Martin L.
Schoffstall as president.
Judge Henry W. Van Eck presides over the case.
Robert E. Chernicoff, Esq. at Cunningham, Chernicoff & Warshawsky,
P.C. represents the Debtor as counsel.
SCHULTE INC: Taps Greenridge Financial as Financial Consultant
--------------------------------------------------------------
Schulte, Inc. seeks approval from the U.S. Bankruptcy Court for the
District of New Hampshire to employ Elisa M. Sartori, CPA, CIRA and
Greenridge Financial Services LLC as its business and financial
consultant.
The firm will render these services:
a. Financial Advisory Services:
i. Preparation of Monthly Operating Reports as required by
the United States Trustee if requested by the Debtor.
ii. Preparation of financial projections for Chapter 11 plan
of reorganization and testimony at any hearing on the confirmation
of the plan and other financial advisory services as directed by
the Debtor, and as approved by the US Bankruptcy Court.
iii. Preparation of financial projections and recommendations
to the Debtor and the Debtor's general bankruptcy counsel, William
S. Gannon and William S. Gannon, PLLC.
The firm will bill a discounted hourly rate of $195.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Elisa M. Sartori, CPA, CIRA, an accountant at Greenridge Financial
Services, LLC, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Elisa M. Sartori, CPA, CIRA
Greenridge Financial Services, LLC
45 Summer St #106
Leominster, MA 01453
Tel: (617) 872-9671
About Schulte Inc.
Schulte Inc. filed its voluntary Chapter 11 petition (Bankr. D.N.H.
Case No. 24-10225) on Apr. 8, 2024, with up to $10 million in both
assets and liabilities.
Judge Bruce A. Harwood oversees the case.
William S. Gannon, PLLC serves as the Debtor's counsel.
SHORT SERVICES: Case Summary & 12 Unsecured Creditors
-----------------------------------------------------
Debtor: Short Services Group Landscaping, LLC
1284 Impact Drive
Columbia, TN 38401
Business Description: The Debtor offers landscaping and lawn
services.
Chapter 11 Petition Date: June 7, 2024
Court: United States Bankrupt Court
Middle District of Tennessee
Case No.: 24-02092
Judge: Hon. Charles M. Walker
Debtor's Counsel: Keith D. Slocum, Esq.
SLOCUM LAW
370 Mallory Station Road Suite 504
Franklin, TN 37067
Tel: (615) 656-3344
Email: keith@keithslocum.com
Total Assets: $344,880
Total Assets: $1,367,676
The petition was signed by Ty Short as owner.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 12 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/DMKTT5Q/Short_Services_Group_Lanscaping__tnmbke-24-02092__0001.0.pdf?mcid=tGE4TAMA
SHUTTERFLY FINANCE: $968.9MM Bank Debt Trades at 13% Discount
-------------------------------------------------------------
Participations in a syndicated loan under which Shutterfly Finance
LLC is a borrower were trading in the secondary market around 86.6
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $968.9 million Payment-in-kind Term loan facility is scheduled
to mature on October 1, 2027. About $959.2 million of the loan is
withdrawn and outstanding.
Shutterfly, LLC is an American photography, photography products,
and image sharing company, headquartered in Redwood City,
California.
SINCLAIR TELEVISION: $750MM Bank Debt Trades at 30% Discount
------------------------------------------------------------
Participations in a syndicated loan under which Sinclair Television
Group Inc is a borrower were trading in the secondary market around
70.1 cents-on-the-dollar during the week ended Friday, June 7,
2024, according to Bloomberg's Evaluated Pricing service data.
The $750 million Term loan facility is scheduled to mature on April
23, 2029. About $737 million of the loan is withdrawn and
outstanding.
Sinclair Television Group, Inc. provides media broadcasting
services. The Company offers television broadcasting and
programming services.
SIYATA MOBILE: Announces New Partnership with JD Telecom
--------------------------------------------------------
Siyata Mobile Inc. announced it has partnered with JD Telecom, a
premier telecom solutions provider of commercial-grade vehicle
solutions and a strategic distribution partner for T-Mobile, to
expand distribution of its SD7 handsets, VK7 Vehicle Kits and
related components.
Siyata CEO, Marc Seelenfreund, commented, "JD Telecom is a trusted
name in cellular vehicle solutions. We are pleased to partner with
them and grow demand for our PoC devices. Together, we will work
to attract new customers and increase unit sales."
Jack Day, of JD Telecom commented, "Our products are installed
through our strategic partners with some of the biggest names in
commercial transportation, waste, ready mix, education, public
transit, field services and construction. We chose to add Siyata's
SD7 Handset and VK7 Vehicle Kit to our catalog because they are
high-performing, simple to use and are highly complementary to our
vehicle solutions. We will continue to work together with Siyata
to pursue cross-selling opportunities and leverage the strengths of
our respective products."
About Siyata Mobile
British Columbia, Canada-based Siyata Mobile Inc. is a B2B global
developer and vendor of next-generation Push-To-Talk over Cellular
handsets and accessories. Its portfolio of rugged PTT handsets and
accessories enables first responders and enterprise workers to
instantly communicate over a nationwide cellular network of choice,
to increase situational awareness and save lives. Police, fire, and
ambulance organizations as well as schools, utilities, security
companies, hospitals, waste management companies, resorts and many
other organizations use Siyata PTT handsets and accessories today.
Jerusalem, Israel-based Barzily and Co., the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated April 3, 2024, the Company has suffered recurring losses from
operations, high accumulated losses, outstanding bank loan and an
outstanding balance in respect of the sale of future receipts, that
raise substantial doubt about its ability to continue as a going
concern.
SLEEP GALLERIA: Hires Mark M. Alavi & Company as Accountant
-----------------------------------------------------------
Sleep Galleria, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Georgia to hire Mark. M. Alavi &
Company LLC as accountant.
The firm will render these services:
a. advise and assist Debtor and other professionals employed
by Debtor regarding the preparation and filing of any and all tax
returns which may be required;
b. provide support and assistance with regard to the proper
receipt, disbursement and accounting for funds and other property
of the estate; and
c. perform any other services.
The firm will be paid at these rates:
Mark Alavi, CPA MBA $245/hr.
Alireza Etebar, CPA MBA $215/hr
Shahrzad Rahimpour, Admin Assistant $55/hr.
The firm has requested a $3,000 retainer.
Mark M. Alavi, CPA, a principal of Mark. M. Alavi & Company LLC,
assured the court that the firm is disinterested under 11 U.S.C.
Sec. 101(14), according to court filings.
The firm can be reached through:
Mark M. Alavi, CPA
Mark. M. Alavi & Company LLC
2146 Roswell Road, Suite 108-889
Marietta, GA 30062
Telephone: (404) 402-8218
Facsimile: (770) 971-8168
Email: mark@markalavicpa.com
About Sleep Galleria
Sleep Galleria, LLC sells mattresses, massage chairs, recliners,
furniture, and beddings. The company is based in Suwanee, Ga.
Sleep Galleria filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-21211) on Oct. 27,
2023, with $1 million to $10 million in both assets and
liabilities. Stephen Norris, a member of Sleep Galleria, signed the
petition.
Judge James R. Sacca presides over the case.
G. Frank Nason, IV, Esq., at Lamberth, Cifelli, Ellis & Nason,
P.A., represents the Debtor as legal counsel.
SMALLHOLD INC: Unsecureds to Get Share of GUC Recovery Pool
-----------------------------------------------------------
Smallhold, Inc., filed with the U.S. Bankruptcy Court for the
District of Delaware a Subchapter V Plan of Reorganization dated
May 20, 2024.
Smallhold is a specialty mushroom farming company based in
Brooklyn, New York. Prior to the Petition Date, Smallhold operated
indoor mushroom farms on leased properties in New York City,
Austin, and Los Angeles.
Smallhold was founded in 2017 by Adam DeMartino and Andrew Carter
(the "Founders") with a mission to provide an ecologically
sustainable product while building direct connections with
mycophiles, artists, farmers, ranchers, and others looking to
celebrate fungi, build soil fertility, and grow their own food and
plants.
Concurrently with implementing its new business strategy, the
Debtor started exploring restructuring alternatives to right-size
its balance sheet. In connection therewith, in February 2024, the
Debtor retained Pashman Stein Walder Hayden, P.C. to serve as its
counsel. Under pressure from certain of their lessors, the Debtor
chose to file a voluntary petition under Subchapter V to implement
the automatic stay and provide the Debtor with the necessary
breathing room to successfully complete its restructuring.
Under the Plan, the Debtor will devote all of its projected
Disposable Income toward the payment of Creditors. The DIP Lender
has also agreed to a carve-out of the DIP Lender's collateral that
will be distributed to Allowed General Unsecured Claims. The Plan
will be funded with funds that are not for the payment of
expenditures necessary for the continuation, preservation, or
operation of the business of the Debtor, and the GUC Recovery Pool.
The Plan provides for payment of Priority Tax Claims in accordance
with the Bankruptcy Code, and projects payment to Allowed General
Unsecured Claims from the GUC Recovery Pool. Allowed Administrative
Claims will be paid under the terms of the Plan and the Debtors'
Disposable Income projections in accordance with section 1191(e) of
the Bankruptcy Code. Furthermore, Holders of Equity Interests will
retain their Equity Interests as they existed on the Commencement
Date.
Class 2 consists of General Unsecured Claims. Except to the extent
that a Holder of an Allowed General Unsecured Claim agrees to a
different treatment, all Allowed General Unsecured Claims shall be
paid pro rata in quarterly installments from the GUC Recovery Pool
commencing in Q4 2024 and ending on the Last Distribution Date. The
allowed unsecured claims total $10,133,500.10. This Class is
impaired.
Equity Interest holders shall maintain existing Equity Interests.
The Plan will be funded by the proceeds realized from the
operations of the Debtor. On Confirmation of the Plan, all property
of the Debtor, tangible and intangible, including, without
limitation, will revert, free and clear of all Claims and Equitable
Interests except as provided in the Plan, to the Debtor.
A full-text copy of the Subchapter V Plan dated May 20, 2024 is
available at https://urlcurt.com/u?l=V9RwEV from PacerMonitor.com
at no charge.
Counsel to the Debtor:
Joseph C. Barsalona II, Esq.
Pashman Stein Walder Hayden, P.C.
1007 North Orange Street, 4th Floor, Suite 183
Wilmington, DE 19801-1242
Tel: (302) 592-6496
Email: jbarsalona@pashmanstein.com
Amy M. Oden, Esq.
The Woolworth Building
233 Broadway, Suite 820
New York, New York 10279
Email: aoden@pashmanstein.com
About Smallhold Inc.
Smallhold, Inc. is a specialty mushroom company based in Brooklyn,
N.Y. It operates indoor mushroom farms in New York City, Austin,
and Los Angeles.
The Debtor filed Chapter 11 petition (Bankr. D. Del. Case No.
24-10267) on February 18, 2024, with $10 million to $50 million in
assets and $1 million to $10 million in liabilities. James Dunn,
chairman, signed the petition.
Judge Craig T. Goldblatt oversees the case.
James C. Barsalona II, Esq., and Joseph C. Barsalona II, Esq., at
Pashman Stein Walder Hayden, P.C. represents the Debtor as legal
counsel.
John D. Elrod, Esq., and Dennis A. Meloro, Esq., at Greenberg
Traurig, LLP, serve as counsel to Monomyth Sponsor Group, LLC, the
DIP lender.
SMC ENTERTAINMENT: To Acquire 100% of ChainTrade's Trading Platform
-------------------------------------------------------------------
SMC Entertainment, Inc. announced the launch of the Chaintrade AI
powered research platform and that the Company has entered into an
Acquisition Agreement to acquire 100% of the assets of ChainTrade
Ltd.'s AI-powered Trading Platform. The closing of the Acquisition
is pending the completion of customary due diligence, which is
expected to be completed within 30 days.
Chaintrade is a joint Venture between Plato Data Intelligence and
Redmatter.Capital. and was built to revolutionize trading and
investing by leveraging AI's predictive capabilities.
ChainTrade, is a UK-registered Fintech company. Chaintrade has
developed a Platform to allow users to trade Equities, ETFs,
Commodities, and Indices with the support of a personalized
AI-powered trading assistant. The Platform was built to
revolutionize trading and investing by leveraging AI's predictive
capabilities. This will improve research, risk management and asset
allocation. The Platform provides the user personalized and
customized investment strategies and utilizes AI to evaluate assets
within a portfolio.
The launch of the AI research tool will enable investors to analyze
thousands of data points including live price data, performance,
investor sentiment, fair value, and risk factors simultaneously.
These enable The ChainTrade AI Research tool to provide insights,
enabling investors to make informed decisions to optimize their
portfolio performance. ChainTrade and its founding members have
spent the last three years building the required infrastructure to
deploy it to the market. Once fully enabled the platform will be
able to facilitate all transactions in a highly secured
environment. The Platform's development and features continue to
evolve so it can be marketed across emerging markets.
"I want to thank our shareholders for being patient with the
management team. We continue to work towards the development of
our vision for the company. With the pending acquisition of
Chaintrade AI our vision is now on a solid executable foundation,"
quoted Erik Blum, Chairman & CEO of SMC. "With the launch of the
Chaintrade AI Research Tool we have another foundation block in
place. We plan to deploy a fully functioning AI enhanced SaaS
model to market by the end of the quarter. As well we will
continue to build on the platform both organically and through
acquisition. We have developed a very strong team internally which
we believe can enhance our platform and increase our shareholder
value We expect to see positive revenue growth from the acquisition
quickly. Nobody else can do what we do, we intend on being the
best in class, what every other platform is measured against. This
is an extremely exciting time for the company, and I look forward
to executing on plan and uplisting to a senior exchange We are
planning on providing a complete shareholder update within the next
few weeks."
Prem Couture / Founder of Redmatter Capital: "We have developed a
specialized language model tailored specifically for finance, with
a focus on stocks, companies, revenue statements, balance sheets,
and cash flow. This advanced model is adept at retrieving and
analyzing data from live data feeds, providing real-time insights
and analysis for financial professionals and investors. We have
spent the last 3 years building our infrastructure around
facilitating both OnChain and Offchain transactions in a highly
secured environment."
Bryan Feinberg, Founder of Plato Data Intelligence: "As the
underlying technologies we are developing continue to evolve, we
can play in making AI more accessible to everyone, especially
across emerging markets."
About SMC
Boca Raton, Fla.-based SMC Entertainment Inc. --
http://www.smceinc.com/-- is a versatile holding company focused
on acquisition and support of proven commercialized financial
services and technology (Fintech) companies. SMC's
multi-discipline growth by acquisition
approach is to enhance revenues and shareholder equity.
Lagos, Nigeria-based Olayinka Oyebola & Co., the Company's auditor
since March 2022, issued a "going concern" qualification in its
report dated April 15, 2024, citing that the Company suffered an
accumulated deficit of $17,560,687, net loss of $1,560,683 and a
negative working capital of $3,393,255. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
SOILOGIC INC: Updates Unsecured Claims Pay Details
--------------------------------------------------
Soilogic, Inc., submitted a First Amended Disclosure Statement to
accompany Plan of Liquidation dated May 20, 2024.
The Debtor's Plan contemplates a sale of all of the assets
("Acquisition Assets") to Substrata, LLC (the "Purchaser") for
$175,000.00 pursuant to the terms of an Asset Purchase Agreement
(the "Purchase Agreement"), to be approved upon Confirmation of the
Plan.
As of the date of this Disclosure Statement, the Debtor has either
been dismissed from the State Court Proceedings, or the same have
been stayed as against the Debtor. Debtor provided notice of this
Bankruptcy to attorneys for claimants in the State Court
Proceedings, in addition to direct notices to said claimants,
including the Prairie Star Claimants and their counsel. However, no
claimant in the State Court Proceedings or Prairie Star Notices has
filed a Proof of Claim by the Bar Date.
Following Confirmation of the Plan, the Debtor intends to
effectuate a sale of its Acquisition Assets described under the
Plan and the Purchase Agreement, and will generally cease to
operate except as necessary to finalize payment of Allowed
Unsecured and Administrative Claims, final operating expenses, and
any pending state court litigation and corresponding issues.
Class One consists of Allowed Unsecured Claims totaling $3,322.60.
The only other scheduled creditor in this matter is Debtor's state
court counsel, Hall & Evans. Debtor has now learned that Hall &
Evans is owed $3,322.60 for services relating to the State Court
Proceedings, such amount will be paid as part of Class One.
Class One of allowed Unsecured Claims against the Debtor and the
Claims that are deemed allowed by a Final Order. Class One is
Unimpaired under the Plan. The Debtor is not aware of any Allowed
General Unsecured Claims at this time, other than attorneys' fees
and costs payable to Hall & Evans, LLC arising out of their
representation of the Debtor in the State Court Litigation. Allowed
General Unsecured Claims will be paid in full upon the Effective
Date from the Debtor's Reserve Cash.
Class Two consists of Interests in the Debtor. Specifically, Class
Two consists of the equitable interests of Wolf Von Carlowitz, the
holder of 100% of the Debtor's ownership interests. The Holder will
retain his interests to the same extent that he held such interests
prior to the filing of the Bankruptcy. Class Two is not impaired
under the Plan.
The Holder of Class Two interests will be entitled to distribution
under the Plan only upon payment of both (a) Allowed General
Unsecured Claims and (b) Allowed Administrative Claims in full.
Upon payment of Allowed General Unsecured Claims and Allowed
Administrative Claims in full, and upon expiration of the
Administrative Claim Final Bar Date, the Holder of Class Two
interests will receive the remainder of the Plan Payments,
accounting for Section 4.2(c) U.S. Trustee Fees and Section 4.2(d)
post-petition fees and expenses.
Following Confirmation of the Plan, the Debtor will implement its
Plan as follows: Debtor has agreed to the terms of the Purchase
Agreement with the Purchaser, which will provide for funds in the
amount of $175,000.00, to be paid in monthly installment payments
of $3,645.83 in exchange for the Acquisition Assets. The Debtor
shall retain all liabilities as stated under the Purchase
Agreement.
In conjunction with the Purchase Agreement, Wolf Von Carlowitz, the
holder of 100% of the Debtor's ownership interests, will enter into
a separate non-compete agreement, which is a condition of the
Purchaser's purchase of the Acquisition Assets under the Purchase
Agreement. The noncompete agreement will be for a 5-year term and
$100,000.00 will be paid to Mr. Carlowitz under the same over such
period of time.
A full-text copy of the First Amended Disclosure Statement dated
May 20, 2024 is available at https://urlcurt.com/u?l=Er731t from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Patrick D. Vellone, Esq.
Jeffrey A. Weinman, Esq.
Bailey C. Pompea, Esq.
ALLEN VELLONE WOLF HELFRICH & FACTOR P.C.
1600 Stout Street, Suite 1900
Denver, CO 80202
Tel: (303) 534-4499
E-mail: pvellone@allen-vellone.com
jweinman@allen-vellone.com
bpompea@allen-vellone.com
About Soilogic, Inc.
Soilogic, Inc., is a Colorado geotechnical engineering and
construction materials testing corporation, which was formed on
February 2, 2005 by its president and sole shareholder, Wolfram
"Wolf" Von Carlowitz. Throughout the years, it has worked on
several commercial and residential projects, including commercial
development projects, multi-family residential developments,
single-family residential homes and private residential exploration
drilling.
Soilogic, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.
Colo. Case No. 23-14217-KHT) on Sept. 19, 2023. The Debtor tapped
Allen Vellone Wolf Helfrich & Factor P.C. as counsel.
SOUTH HILLS: Hires Whiteford Taylor & Preston as Local Counsel
--------------------------------------------------------------
South Hills Operations, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the Western District of Pennsylvania
to hire Whiteford Taylor & Preston LLP as their local counsel.
The firm's services include:
(a) advising the Debtors with respect to their powers and
duties as debtors and debtors-in-possession in the continued
management and operation of their businesses and assisting the
Debtors and Lead Counsel in complying with the Local Rules and
other procedures of this Court;
(b) assisting Lead Counsel in taking all necessary action to
protect and preserve the Debtors' estate, including the prosecution
of actions on their behalf, defense of any actions commenced
against the estate, and negotiations concerning all litigation in
which the Debtors may be involved, and any objections to claims
filed against the Debtors' estates;
(c) to the extent requested, attending meetings and
negotiating with representatives of creditors and other parties in
interest and advising and consulting on the conduct of the Chapter
11 Case, including all of the legal and administrative requirements
of operating in chapter 11;
(d) assisting Lead Counsel in preparing motions, applications,
answers, orders, reports, and other pleadings necessary to
administer the Debtors' estate and assist the Debtors with
operating in chapter 11;
(e) appearing before this Court, appellate courts, and any
other courts to protect the interest of the Debtors' estate;
(f) assisting Lead Counsel in preparing and negotiating on the
Debtors' behalf plan(s) of reorganization, disclosure statement(s),
sale of assets, and all related agreements and/or documents and
taking any necessary action on behalf of the Debtors to obtain
confirmation; and
(g) assisting Lead Counsel in performing any and all other
necessary legal services and legal advice to the Debtors with the
Chapter 11 Case.
The firm will be paid at these rates:
Daniel R. Schimizzi, Partner $570 per hour
Michael J. Roeschenthaler, Partner $805 per hour
Thomas J. Francella, Partner $810 per hour
Brandy M. Rapp, Partner $620 per hour
Kelly E. McCauley, Partner $545 per hour
Mark Lindsay, Senior Counsel $720 per hour
Harry A. Readshaw, Counsel $605 per hour
Sarah E. Wenrich, Associate $515 per hour
Vivi Besteman, Associate $385 per hour
Whiteford received retainers in the aggregate amount of
$360,556.20, inclusive of the filing fees in the aggregate amount
of $38,236.00 to commence these Chapter 11 Cases.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No. the hourly rates set forth in the Engagement
Agreement are consistent with the rates that Whiteford charges
other comparable chapter 11 clients, and the rate structure
provided by Whiteford is appropriate and is not significantly
different from: (a) the rates that Whiteford charges in other non
bankruptcy representations; or (b) the rates of other comparably
skilled professionals for similar engagements.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months pre-petition. If your billing rates and
material financial terms have changed post-petition, explain the
difference and the reasons for the difference.
Response: As disclosed above, Whiteford represented the Debtors
during the 12-month period prior to the Petition Date. During that
period, Whiteford charged the Debtors its standard rates.
Question: Has your client approved your prospective budget and
staffing plan, and if so for what budget period?
Response: The proposed budget for professional fees is set forth
in the budgets that have been approved by the client.
Daniel R. Schimizzi, Esq., a partner at Whiteford Taylor & Preston
LLP, disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Daniel R. Schimizzi, Esq.
Michael J. Roeschenthaler, Esq.
WHITEFORD TAYLOR & PRESTON, LLP
11 Stanwix Street, Suite 1400
Pittsburgh, PA 15222
Tel: (412) 275-2401
Fax: (412) 275-2404
Email: dschimizzi@whitefordlaw.com
mroeschenthaler@whitefordlaw.com
About South Hills Operations
South Hills Operations, LLC operates 13 skilled nursing facilities
in Pennsylvania. While all the Debtors do not have identical
ownership, there is substantial common ownership among the various
Debtor entities, and they are affiliates of one another.
South Hills Operations, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No.
24-21217) on May 17, 2024, listing $1,000,001 to $10 million in
assets and $10,000,001 to $50 million in liabilities. The petitions
were signed by Louis E. Robichaux IV as chief restructuring
officer.
Judge Carlota M Bohm presides over the case.
Daniel R. Schimizzi, Esq. at Whiteford, Taylor & Preston, LLP
represents the Debtor as counsel.
SOUTH HILLS: Seeks to Hire Omni Agent as Administrative Agent
-------------------------------------------------------------
South Hills Operations, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the Western District of Pennsylvania
to hire Omni Agent Solutions, Inc. as its administrative agent.
The firm will render these services:
(a) assist with, among other things, solicitation, balloting
and tabulation of votes, and preparation of 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(c) 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 firm will be paid at these rates:
Analyst $45 - $75 per hour
Consultants $75 - $195 per hour
Senior Consultants $200 - $240 per hour
Solicitation and Securities Services $200 - $225 per hour
Director of Solicitation $250 per hour
Technology/Programming $85 - $155 per hour
Omni has received an initial retainer of $30,000.
In addition, the firm will seek reimbursement for expenses
incurred.
Paul Deutch, the executive vice president of Omni Agent Solutions,
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:
Paul H. Deutch
Omni Agent Solutions
5955 De Soto Avenue, Suite 100
Woodland Hills, CA 91367
Tel: (818) 906-8300
About South Hills Operations
South Hills Operations, LLC operates 13 skilled nursing facilities
in Pennsylvania. While all the Debtors do not have identical
ownership, there is substantial common ownership among the various
Debtor entities, and they are affiliates of one another.
South Hills Operations, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No.
24-21217) on May 17, 2024, listing $1,000,001 to $10 million in
assets and $10,000,001 to $50 million in liabilities. The petitions
were signed by Louis E. Robichaux IV as chief restructuring
officer.
Judge Carlota M Bohm presides over the case.
Daniel R. Schimizzi, Esq. at Whiteford, Taylor & Preston, LLP
represents the Debtor as counsel.
SOUTH HILLS: Seeks to Tap Bass Berry & Sims as Bankruptcy Counsel
-----------------------------------------------------------------
South Hills Operations, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the Western District of Pennsylvania
to hire Bass, Berry & Sims PLC as their counsel.
The firm's services include:
a. advising and representing the Debtors during the filing of
their cases for relief with the Bankruptcy Court and during the
subsequent proceedings;
b. preparing and filing with the Bankruptcy Court all
necessary and appropriate documents in connection with the
initiation and operation of the Debtors' Chapter 11 Cases;
c. assisting in any other matters that may arise in connection
with the Debtors' Chapter 11 Cases; and
d. assisting in all other matters on which Debtors request
assistance, including general non-bankruptcy matters that may arise
during the course of these Chapter 11 Cases.
The firm will be paid at these rates:
Glenn Rose $875 per hour
Partners up to $1200 per hour
Junior Associates $305 per hour
Paralegals $175 to $425 per hour
The Debtors paid an advance payment retainer in the total amount of
$750,000 in December 2022. In May 2024, the Debtors paid additional
retainers in the total amount of $95,000.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No. the hourly rates set forth in the Engagement
Agreement are consistent with the rates that Bass, Berry charges
other comparable chapter 11 clients, and the rate structure
provided by Bass, Berry is appropriate and is not significantly
different from: (a) the rates that Bass, Berry charges in other
non-bankruptcy representations; or (b) the rates of other
comparably skilled professionals for similar engagements.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months pre-petition. If your billing rates and
material financial terms have changed post-petition, explain the
difference and the reasons for the difference.
Response: The firm's billing rates did not change upon the
filing of these cases. Consistent with the firm practice for all
clients, since the Debtors' retention of Bass, Berry in late 2022,
the firm has periodically increased its hourly rates.
Question: Has your client approved your prospective budget and
staffing plan, and if so for what budget period?
Response: Fees for all professionals in these bankruptcy cases
have been included in the budgets for post-petition financing.
These budgets have been approved by the clients. The clients have
not requested a specific staffing plan, but Bass, Berry expects
that the individuals identified in the Rose Declaration will
provide the bulk of the services in these bankruptcy cases.
Glenn Rose, Esq., a partner at Bass Berry & Sims PL, 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:
Glenn B. Rose, Esq.
Alfonso Cuen, Esq.
BASS, BERRY & SIMS PLC
150 Third Avenue South, Suite 2800
Nashville, TN 37201
Telephone (615) 742-6200
Facsimile (615) 742-6293
Email: grose@bassberry.com
alfonso.cuen@bassberry.com
About South Hills Operations
South Hills Operations, LLC operates 13 skilled nursing facilities
in Pennsylvania. While all the Debtors do not have identical
ownership, there is substantial common ownership among the various
Debtor entities, and they are affiliates of one another.
South Hills Operations, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No.
24-21217) on May 17, 2024, listing $1,000,001 to $10 million in
assets and $10,000,001 to $50 million in liabilities. The petitions
were signed by Louis E. Robichaux IV as chief restructuring
officer.
Judge Carlota M Bohm presides over the case.
Daniel R. Schimizzi, Esq. at Whiteford, Taylor & Preston, LLP
represents the Debtor as counsel.
SOUTH HILLS: Taps Louis E. Robichaux of Ankura Consulting as CRO
----------------------------------------------------------------
South Hills Operations, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the Western District of Pennsylvania
to hire Ankura Consulting Group, LLC to provide a chief
restructuring officer and other additional personnel of Ankura and
designate Louis E. Robichaux IV as CRO.
The CRO will render these services:
a. review the Debtors' existing cash flow forecasts, and to
the extent necessary, assist management in updating or refining
cash flow forecasting models and methodologies, including reviewing
any liquidity improvement plans;
b. advise and assist the Debtors with respect to various
financial analyses and financial modeling activities, as
requested;
c. advise and assist the Debtors with communications and
negotiations with its stakeholders, including, but not limited to,
landlords, secured creditors, unsecured creditors, customers,
suppliers, and other parties in interest;
d. advise and assist management regarding responding to the
information requests from the Debtors' stakeholders and potential
buyers;
e. assist the Debtors and their other retained professionals
in finalizing and supporting a filing under chapter 11 of the
United States Bankruptcy Code, including all support necessary
related to petitions, first day motions and other required
filings;
f. assist the Debtors and their other retained professionals
in supporting financing necessary to administer the case, including
the development and revising and monitoring of a budget
satisfactory to debtor-in-possession lender and negotiation of a
DIP credit facility, interim and final DIP Financing orders and/or
cash collateral use orders;
g. assist the Debtors in obtaining court approval of any DIP
Financing and/or cash collateral use order, as necessary, including
developing forecasts and reporting as required by the lender and
assisting with monitoring and compliance reporting during the
pendency of the chapter 11 cases;
h. assist the Debtors in developing and implementing
contingency communication plans for its stakeholders, including,
but not limited to, suppliers, landlords, lenders, unsecured
creditors and other parties in interest;
i. engage with the Debtors' creditors, the creditors committee
and other constituencies in the case and assist in the preparation
of due diligence information, reports to and negotiations with such
constituencies;
j. assist in the formulation, development, negotiation and
approval of any Disclosure Statement and Plan of Reorganization
filed in any chapter 11 cases for any of the Debtors;
k. assist the Debtors with respect to bankruptcy-related
claims estimation, claims management and reconciliation processes;
l. assist the Debtors in preparing reporting required during
the Bankruptcy restructuring process including, but not limited to,
Monthly Operating Reports, creditor matrices, Statements of
Financial Affairs, and Schedules of Assets and Liabilities; and
m. perform such other professional services as may be
requested by the Debtors and agreed to by Ankura in writing.
The firm will be paid at these hourly rates:
Senior Managing Director $1,145 to $1,285
Managing Director $950 to $1,065
Senior Director $780 to $900
Director $650 to $750
Senior Associate $530 to $600
Associate $450 to $510
Paraprofessional $350 to $405
Mr. Robichaux has agreed to serve as the Debtors' CRO for a fee of
$75,000 per month.
Ankura received a retainer in the amount of $350,000.
Ankura does not hold any interest adverse to the Debtors' estates,
and is a "disinterested person' as that term is defined in section
101(14) of the Bankruptcy Code, as modified by section 1107(b) of
the Bankruptcy Code, according to court filings.
The firm can be reached through:
Louis E. Robichaux IV
Ankura Consulting Group, LLC
485 Lexington Avenue, 10th Floor
New York, NY 10017
Telephone: (212) 818-1555
Facsimile: (212) 818-1551
Email: louis.robichaux@ankura.com
About South Hills Operations
South Hills Operations, LLC operates 13 skilled nursing facilities
in Pennsylvania. While all the Debtors do not have identical
ownership, there is substantial common ownership among the various
Debtor entities, and they are affiliates of one another.
South Hills Operations, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No.
24-21217) on May 17, 2024, listing $1,000,001 to $10 million in
assets and $10,000,001 to $50 million in liabilities. The petitions
were signed by Louis E. Robichaux IV as chief restructuring
officer.
Judge Carlota M Bohm presides over the case.
Daniel R. Schimizzi, Esq. at Whiteford, Taylor & Preston, LLP
represents the Debtor as counsel.
SOUTHWEST MATTRESS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Southwest Mattress Sales, Inc.
4209 S. Industrial Dr.
Austin, TX 78744
Business Description: The Debtor is a retailer of mattresses based
in Austin, Texas.
Chapter 11 Petition Date: June 7, 2024
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 24-10652
Debtor's Counsel: Jason Binford, Esq.
ROSS, SMITH & BINFORD, PC
2901 Via Fortuna Bldg. 6, Suite 450
Austin TX 78746
Tel: (512) 351-4778
Fax: (214) 377-9409
Email: jason.binford@rsbfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Stephen Frey as president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/BOKEKOA/Southwest_Mattress_Sales_Inc__txwbke-24-10652__0011.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/ZE3PSOI/Southwest_Mattress_Sales_Inc__txwbke-24-10652__0001.0.pdf?mcid=tGE4TAMA
SOUTHWEST PUBLIC: S&P Lowers ICR to 'BB', Outlook Negative
----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating (ICR) two
notches to 'BB' from 'BBB-' on Southwest Public Power Agency (SPPA,
or the agency), Ariz. The outlook is negative.
"The lowered rating reflects the worsening credit quality and
increasing operational and financial challenges of SPPA's smaller,
irrigation-concentrated members, who must pass increasing energy
costs on to an extremely price-sensitive customer base. This has
been reflected in several members generating negative net revenues,
drawing down cash, and/or experiencing load loss in the last three
fiscal years," said S&P Global Ratings credit analyst Valentina
Protasenko.
"The lowered rating also reflects SPPA's own limited financial
profile. It collects just enough revenues to cover its expenses and
generally maintains only two to three months of operating expenses,
which could be drawn down due to unexpected power price shocks or
delayed collections from members, including from potential
shortfalls related to member stress or default," she added.
"The negative outlook reflects our view that the interplay among
the cyclicality of hydrological conditions, members' reliance on
revenues from extremely small customer bases concentrated in
agriculture, where the loss of few customers can have outsize
negative effects because of affordability, and the presence of
contract provisions expose SPPA and its members to contingent
demands on liquidity.
"It also reflects the social capital risk associated with SPPA
members operating within shallow, low-income service territories
that limit rate-raising flexibility," she said.
Environmental, social, and governance (ESG) credit factors for this
change in credit rating/outlook and/or CreditWatch status:
-- Physical risk
-- Social capital
SPECTRUM GROUP: $507MM Bank Debt Trades at 14% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Spectrum Group
Buyer Inc is a borrower were trading in the secondary market around
85.9 cents-on-the-dollar during the week ended Friday, June 7,
2024, according to Bloomberg's Evaluated Pricing service data.
The $507 million Term loan facility is scheduled to mature on May
19, 2028. The amount is fully drawn and outstanding.
Spectrum Group Buyer, Inc. is operating through Pixelle Specialty
Solutions LLC, a manufacturer of specialty papers for diverse end
markets. The company is owned by funds affiliated with H.I.G.
Capital.
STERICYCLE INC: Fitch Puts 'BB' LongTerm IDR on Watch Positive
--------------------------------------------------------------
Fitch Ratings has placed Stericycle, Inc's (SRCL) 'BB' Long-Term
Issuer Default Rating (IDR) and 'BB'/'RR4' senior unsecured notes
ratings on Rating Watch Positive (RWP) following the announcement
that Waste Management, Inc (WM; A-/Stable) will acquire SRCL in a
transaction valued at approximately $7.2 billion.
The RWP reflects WM's stronger credit profile and Fitch's
assumption that SRCL's bonds, if assumed by WM, would benefit from
some combination of legal, strategic, or operational incentives
such as materiality to WM's growth strategy and/or management or
operational integration. Fitch will assess any post-close SRCL debt
in line with its "Parent and Subsidiary Linkage Rating Criteria,"
which would likely result in the equalization or potentially one
notch below WM's rating.
Fitch expects to resolve the Rating Watch upon closing of the
acquisition, currently expected by YE 2024. The acquisition adds a
growth platform in the medical waste market enabling WM to offer a
more comprehensive environmental solutions offering to its customer
base. Fitch expects WM leverage to be elevated following the
completion of the acquisition, around 3.3x on a PF basis, before
synergies, but reduce to the 2.75x-3.0x range within 18 months of
closing.
KEY RATING DRIVERS
Moderating Execution Risks: Before the transaction announcement,
SRCL's Rating Outlook was Positive. This reflected the improving
visibility to FCF generation, resulting from a multi-year process
of de-risking the business through portfolio realignment,
implementation of operational improvement plans, such as
company-wide ERP rollout, and managing legal challenges.
Historically, negative cash flow impacts associated with challenges
managing various underperforming businesses, legal settlements and
limited operational visibility have weighed on SRCL's rating
profile, despite relatively strong credit metrics.
Improving Financial Profile: Fitch forecasts standalone SRCL's FCF
rising to the $200 million-$250 million range in the next two
years, predicated on low-to-mid single digit revenue growth and
EBITDA margins improving to the high-teens from 17% in 2023,
largely driven by cost out actions. SRCL's EBITDA leverage was
around 3.1x LTM 1Q24. Fitch's forecast is more conservative than
SRCL's 2027 plan of 3%-5% organic growth, 13%-17% adjusted EBITDA
growth, and 50%-60% EBITDA to FCF conversion, due to the inherent
execution risks and limited quantification of cost-saving actions.
Fundamental Business Profile Considerations: Fitch believes that
fundamentally the medical waste business has low sensitivity to
business cycles. Similarly, secure information destruction should
be fairly stable. Stability is also supported by lengthy contract
durations of around three to five years for the majority of SRCL's
customers.
The company's competitive position is supported by its network of
complementary services, regulatory know-how in handling special
waste and established reputation. However, despite its leading
position, competition is often local, where small competitors
compete on price. Previously, SRCL encountered issues with its
pricing practices, resulting in an extended phase of elevated
discounting that lasted into 2019.
DERIVATION SUMMARY
Fitch compares SRCL with other transportation sector peers such as
The Brink's Company (BB+/Stable) and XPO, Inc. (BB+/Stable), as
well as the three large municipal solid waste operators (MSW),
Waste Management, Inc. (A-/Stable), Republic Services, Inc.
(A-/Stable), and Waste Connections, Inc. (A-/Stable).
Similar to Brink's and the large MSW companies, SRCL benefits from
fundamental stability in end market demand and multi-year contracts
for a high proportion of its services. However, large MSW firms
benefit from relatively stronger competitive barriers, supporting
pricing strength, and diverse end markets with low customer
concentration, creating a notably stronger business profile.
Both SRCL and Brink's are large players in their respective
markets, and lean on reputations for proper handling and their
scaled transport networks. Comparably, XPO and Forward Air
demonstrate higher cyclicality given their ties to the freight
market and have good market positions, although they compete
against a number of large and established operators.
SRCL and XPO, Inc. are in the process of working through
transformational changes, either through growth and profit programs
or expect to work through large M&A. As a result, execution is a
key consideration.
Fitch expects XPO's EBITDAR leverage to be in the low-3.0x range in
2024, following its purchase of Yellow Corporation assets, before
trending to the mid-2.0x in 2025. Brink's leverage is expected to
remain in the 3.5x-4.0x range. Fitch expects the three large MSW
firms to continue operating with consistent financial strategies,
supporting EBITDA leverage in 2.5x-3.0x range.
KEY ASSUMPTIONS
- The acquisition of SRCL is completed by or around YE 2024 for the
announced $7.2 billion purchase price and fully debt funded;
On a SRCL-only basis:
- Organic revenue growth around 3% over the medium term;
- EBITDA margin strengthens toward 19% from 17% due to
cost-reduction actions;
- One-time transformation and legal-related costs continue to
moderate through the forecast;
- Capex as a percentage of revenue remains consistent around 5%.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
To resolve the Rating Watch Positive:
- Waste Management completes the acquisition of SRCL as planned;
- Establishment of organizational and structural features of SRCL's
sr. unsecured bonds if not repaid.
The ratings would be removed from Rating Watch if the acquisition
is not completed.
On a standalone basis:
- Execution on operational initiatives lead to EBITDA margin
approaching 20% and FCF sustained in excess of $200 million;
- A credit conscious capital allocation plan that retains financial
flexibility;
- Commitment to a financial policy that sustains EBITDAR and EBITDA
leverage below 4.0x.
- Fitch could stabilize the Outlook if SRCL is unable to progress
towards margin and FCF improvement targets.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Execution or operating challenges arise leading to EBITDA margins
sustained below the mid-teens and/or FCF margin sustained in the
low-single digits or below;
- A change to a more aggressive capital deployment policy that
restricts cash flow;
- Beyond the near term, continued margin pressures or a less
conservative financial policy that leads to maintaining EBITDAR and
EBITDA leverage above 4.5x.
LIQUIDITY AND DEBT STRUCTURE
Comfortable Liquidity: As of March 31, 2024, SRCL's liquidity was
approximately $422 million and consisted of $31 million of $391
million of availability under its $1.2 billion revolving credit
facility, after considering borrowings and letters of credit. The
revolver and term loan are set to mature first in 2026.
Fitch treats reported lease liabilities as debt, reflecting the
high proportion of leased assets utilized in SRCL's service
network.
ISSUER PROFILE
Stericycle is a leading provider of regulated medical waste and
document shredding services. It operates a network of collection,
processing and recycling assets across the U.S. and certain
international regions. It primarily services medical and commercial
end markets.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Stericycle, Inc. LT IDR BB Rating Watch On BB
senior unsecured LT BB Rating Watch On RR4 BB
SUNRAMA INC: Seeks to Hire Michael L. Previto as Legal Counsel
--------------------------------------------------------------
Sunrama, Inc. seeks approval from the U.S. Bankruptcy Court for the
Eastern District of New York to hire Michael Previto, Esq., a
practicing attorney in Hauppauge, N.Y., to handle its Chapter 11
case.
Previto will provide these services:
a. advise the Debtor with respect to his power and duties as a
Debtor in Possession in the operation and management of the
financial reorganization of the estate;
b. attend meetings and negotiate with creditors and their
representatives, the Trustee and others;
c. take all actions to protect the Debtor's estate, including
litigating on the Debtor's behalf and negotiating where
applicable;
d. prepare all motions, applications, answers, orders,
reports, and papers necessary for the administration of the
estate;
e. assist and represent the Debtor in obtaining Debtor's
financing, if applicable;
f. prepare a Chapter 11 plan or plans and disclosure statement
and take any action to obtain confirmation of that plan;
g. represent the Debtor's interest in any sale of property or
assets;
h. appear in Court to protect his interest; and
i. perform all other legal services and provide such advise as
is necessary to assist the Debtor in this endeavor.
The firm will be paid at the rate of $250 per hour. The firm
received an advanced retainer in the amount of $3,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael L. Previto, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Michael L. Previto
150 Motor Parkway, Suite 401
Hauppauge, NY 11788
Tel: (631) 379-0837
About Sunrama Inc.
Sunrama, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-71573) on April 22,
2024, with $500,001 to $1 million in assets and liabilities.
Judge Alan S. Trust presides over the case.
The Debtor tapped Michael Previto, Esq. to services as its counsel.
SUNSTOCK INC: Reports Net Income of $1,380 in Q1 2024
-----------------------------------------------------
Sunstock, Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net income
of $1,380 on $282,138 of revenue for the three months ended March
31, 2024, compared to a net loss of $11,646 on $3,339,884 of
revenue for the three months ended March 31, 2023.
The Company has not posted annual operating income since inception.
It has an accumulated deficit of $65,908,712 as of March 31, 2024.
The Company's continuation as a going concern is dependent on its
ability to generate sufficient cash flows from operations to meet
its obligations, which it has not been able to accomplish to date,
and /or obtain additional financing from its stockholders and/or
other third parties, however, there is no assurance that the
Company will ever be profitable.
The Company intends to initiate discussions with an undetermined
third party in regards to raising funds through a private placement
of equity which, if it occurs, will provide the Company with funds
to expand its operations and likely eliminate the going concern
issue.
As of March 31, 2024, the Company had $2,204,587 in total assets,
$832,928 in total liabilities, and $1,371,659 in total
stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1559157/000149315224019643/form10-q.htm
About Sunstock
Sacramento, Calif.-based Sunstock, Inc. engages in buying, selling
and distribution of precious metals, primarily gold. The Company
emphasizes investment in enduring assets that it believes may
provide 'resource to retail' conversion upside.
As of December 31, 2023, the Company had $2,148,013 in total
assets, $777,734 in total liabilities, and $1,370,279 in total
stockholders' equity.
Spokane, Wash.-based Fruci & Associates II, PLLC, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated April 2, 2024, citing that the Company has 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.
SUPPLY SOURCE: Hires Kurtzman Carson as Administrative Advisor
--------------------------------------------------------------
Supply Source Enterprises Inc. and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to hire
Kurtzman Carson Consultants LLC as administrative advisor.
The firm's services include:
(a) assist with, among other things, solicitation, balloting,
and tabulation of votes, and prepare any related reports;
(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 administrative services.
Before the petition date, the Debtors provided the firm a retainer
in the amount of $50,000.
The firm will be paid at its standard hourly rates and will be
reimbursed for expenses incurred.
Evan Gershbein, executive vice president of Kurtzman, disclosed in
a court filing that the firm is a "disinterested person" pursuant
to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Evan Gershbein
Kurtzman Carson Consultants LLC
222 N. Pacific Coast Highway, 3rd Floor
El Segundo, CA 90245
Telephone: (310) 823-9000
Email: egershbein@kccllc.com
About Supply Source Enterprises
Supply Source Enterprises Inc. --
https://hig.com/portfolio/supply-source-enterprises/ -- is a
virtual manufacturer of branded and private label personal
protective equipment and janitorial, safety, hygiene and sanitation
products. It is headquartered in Cleveland, Ohio.
Supply Source Enterprises and its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 24-11054) on May 21, 2024. In its petition, Supply Source
Enterprises reported $50 million to $100 million in assets and $100
million to $500 million in liabilities.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped McDermott Will & Emery, LLP and Potter Anderson
& Corroon, LLP as legal counsels; Thomas Studebaker of Triple P
RTS, LLC (a Portage Point affiliate) as chief restructuring
officer. Kurtzman Carson Consultants is the noting and claims
agent.
SUPPLY SOURCE: Hires Potter Anderson & Corroon as Co-Counsel
------------------------------------------------------------
Supply Source Enterprises Inc. and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to hire
Potter Anderson & Corroon LLP as co-counsel.
The Debtors require legal counsel to:
(a) give advice regarding the rights, powers, and duties of
the Debtors under Chapter 11 of the Bankruptcy Code;
(b) take action to protect and preserve the Debtors' estates;
(c) appear in court and at any meeting required by the U.S.
Trustee and any meeting of creditors at any given time on behalf of
the Debtors as their counsel;
(d) assist with any disposition of the Debtors' assets by sale
or otherwise;
(e) prepare legal papers;
(f) prepare the plan of reorganization;
(g) prepare the disclosure statement and any related documents
and pleadings necessary to solicit votes on the plan of
reorganization;
(h) prosecute on behalf of the Debtors any proposed plan and
seek approval of all transactions contemplated therein and, in any
amendments, thereto; and
(i) perform all other services assigned by the Debtors.
The hourly rates of the firm's counsel and staff are as follows:
Partner $765 - $1,590
Counsel $685 - $730
Associates $450 - $690
Paraprofessionals $315 - $445
In addition, the firm will seek reimbursement for expenses
incurred.
The firm provided the following in response to the request for
additional information set forth in Section D of the Revised U.S.
Trustee Guidelines:
a. Potter Anderson has not agreed to a variation of its
standard or customary billing arrangement for this engagement;
b. None of Potter Anderson's professionals included in this
engagement have varied their rate based on the geographic location
of these Chapter 11 Cases;
c. Potter Anderson has only represented the Debtors in
connection with this matter. The billing rates and material terms
of the representation prior to the Petition Date are the same as
the rates and terms described in this Application; and
d. The Debtors and Potter Anderson expect to develop a
prospective budget and staffing plan for Potter Anderson's
engagement for the post-petition period as appropriate. In
accordance with the U.S. Trustee Guidelines, the budget may be
amended as necessary to reflect changed or unanticipated
developments.
M. Blake Cleary, Esq., a partner at Potter Anderson & Corroon,
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:
M. Blake Cleary, Esq.
Potter Anderson & Corroon LLP
1313 North Market Street, 6th Floor
Wilmington, DE 19801
Telephone: (302) 984-6000
Facsimile: (302) 658-1192
Email: bcleary@potteranderson.com
About Supply Source Enterprises
Supply Source Enterprises Inc. --
https://hig.com/portfolio/supply-source-enterprises/ -- is a
virtual manufacturer of branded and private label personal
protective equipment and janitorial, safety, hygiene and sanitation
products. It is headquartered in Cleveland, Ohio.
Supply Source Enterprises and its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 24-11054) on May 21, 2024. In its petition, Supply Source
Enterprises reported $50 million to $100 million in assets and $100
million to $500 million in liabilities.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped McDermott Will & Emery, LLP and Potter Anderson
& Corroon, LLP as legal counsels; Thomas Studebaker of Triple P
RTS, LLC (a Portage Point affiliate) as chief restructuring
officer. Kurtzman Carson Consultants is the noting and claims
agent.
SUPPLY SOURCE: Seeks to Hire Ordinary Course Professionals
----------------------------------------------------------
Supply Source Enterprises Inc. and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
retain professionals utilized in the ordinary course of business.
The Debtor needs ordinary course professionals to perform services
for matters unrelated to this Chapter 11 case.
The Debtor seeks to pay OCPs 100 percent of the fees and expenses
incurred.
The Debtor does not believe that any of the ordinary course
professionals have an interest materially adverse to it, its
estates, creditors, or other parties in interest in connection with
the matter upon which they are to be engaged.
The OCP's include:
Aktion Associates Inc.
Software Support
-- Monthly Fee Cap: $60,000
ADP Screening & Selection Service
Employment Support
-- Monthly Fee Cap: $5,000
Baker Tilly US, LLP
Audit Services
-- Monthly Fee Cap: $5,000
Bridgestreet Financial
Tax Support
-- Monthly Fee Cap: $10,000
Hill Kertscher and Wharton LLP
Counsel
-- Monthly Fee Cap: $10,000
Martenson, Hasbrouck & Simon
Counsel
-- Monthly Fee Cap: $1,000
McDonald Hopkins LLC
Counsel
-- Monthly Fee Cap: $5,000
Metlife Legal Plans Inc.
Legal Consulting
-- Monthly Fee Cap: $10,000
Munroe Design Group Inc.
Advertising
-- Monthly Fee Cap: $5,000
Shumaker Loop & Kendrick
Counsel
-- Monthly Fee Cap: $20,000
TI Parcel Solutions, Inc.
Supply Chain Consulting
-- Monthly Fee Cap: $5,000
Varsity Logistics Inc.
Freight Solutions
-- Monthly Fee Cap: $2,500
About Supply Source Enterprises
Supply Source Enterprises Inc. --
https://hig.com/portfolio/supply-source-enterprises/ -- is a
virtual manufacturer of branded and private label personal
protective equipment and janitorial, safety, hygiene and sanitation
products. It is headquartered in Cleveland, Ohio.
Supply Source Enterprises and its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 24-11054) on May 21, 2024. In its petition, Supply Source
Enterprises reported $50 million to $100 million in assets and $100
million to $500 million in liabilities.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped McDermott Will & Emery, LLP and Potter Anderson
& Corroon, LLP as legal counsels; Thomas Studebaker of Triple P
RTS, LLC (a Portage Point affiliate) as chief restructuring
officer. Kurtzman Carson Consultants is the noting and claims
agent.
SUPPLY SOURCE: Seeks to Tap McDermott Will & Emery as Co-Counsel
----------------------------------------------------------------
Supply Source Enterprises Inc. and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to hire
McDermott Will & Emery LLP as co-counsel.
The firm's services include:
a. advising the Debtors with respect to their powers and
duties as debtors in possession in the continued management and
operation of their business and properties;
b. advising and consulting on the conduct of these Chapter 11
Cases, including the legal and administrative requirements of
operating in chapter 11;
c. attending meetings and negotiating with representatives of
the Debtors' creditors, equity holders, and other
parties-in-interest;
d. reviewing and commenting on proposed drafts of pleadings in
connection with these Chapter 11 Cases, including motions,
applications, answers, orders, reports, and papers necessary or
otherwise beneficial to the administration of the Debtors'
estates;
e. advising the Debtors in connection with any potential sale
of assets or transfer of operations;
f. at the request of the Debtors, appearing before the Court
and any appellate courts to represent the interests of the Debtors'
estates as their bankruptcy co-counsel;
g. advising the Debtors regarding tax matters;
h. assisting the Debtors in reviewing, assessing, estimating,
and resolving claims asserted against the Debtors' estates;
i. advising the Debtors regarding insurance and regulatory
matters; and
j. performing all other necessary legal services for the
Debtors in connection with the prosecution of these Chapter 11
Cases.
McDermott's current hourly rates are:
Partners $1,830 to $1,995
Counsel $980 to $1,395
Associates $925 to $1,245
Paraprofessionals $360 to $745
The firm received an advance payment retainer in the amount of
$1,455,353.35.
The following is provided in response to the request for additional
information set forth in Paragraph D.1. of the Revised UST
Guidelines:
Question: Did McDermott agree to any variations from, or
alternatives to, McDermott's standard billing arrangements for this
engagement?
Answer: No. McDermott and the Debtors have not agreed to any
variations from, or alternatives to, McDermott's standard billing
arrangements for this engagement. The rate structure provided by
McDermott is appropriate and is not significantly different from
(a) the rates that McDermott charges for other non-bankruptcy
representations or (b) the rates of other comparably skilled
professionals.
Question: Do any of the McDermott professionals in this
engagement vary their rate based on the geographic location of the
Debtors' Chapter 11 Cases?
Answer: No. The hourly rates used by McDermott in representing
the Debtors are consistent with the rates that McDermott charges
other comparable chapter 11 clients, regardless of the location of
these Chapter 11 Cases.
Question: If McDermott has represented the Debtors in the 12
months prepetition, disclose McDermott's billing rates and material
financial terms for the prepetition engagement, including any
adjustments during the 12 months prepetition. If McDermott's
billing rates and material financial terms have changed
postpetition, explain the difference and the reasons for the
difference.
Answer: McDermott's currently hourly rates for services rendered
on behalf of the Debtors range as follows:
Billing Category U.S. Range
Partners $1,830 to $1,995
Counsel $980 to $1,395
Associates $925 to $1,245
Paraprofessionals $360 to $745
Question: Have the Debtors approved McDermott's budget and
staffing plan, and, if so, for what budget period?
Answer: Yes, pursuant to the DIP Order,6 professionals proposed
to be retained by the Debtors are required to provide weekly
estimates of fees and expenses incurred in these Chapter 11 Cases.
Felicia Gerber Perlman, Esq., partner of McDermott Will & Emery
LLP, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.
The firm can be reached at:
Felicia Gerber Perlman, Esq.
McDermott Will & Emery LLP
444 W. Lake Street, Suite 4000
Chicago, IL 60606
Tel: (312) 372-2000
Fax: (312) 984-7700
About Supply Source Enterprises
Supply Source Enterprises Inc. --
https://hig.com/portfolio/supply-source-enterprises/ -- is a
virtual manufacturer of branded and private label personal
protective equipment and janitorial, safety, hygiene and sanitation
products. It is headquartered in Cleveland, Ohio.
Supply Source Enterprises and its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 24-11054) on May 21, 2024. In its petition, Supply Source
Enterprises reported $50 million to $100 million in assets and $100
million to $500 million in liabilities.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped McDermott Will & Emery, LLP and Potter Anderson
& Corroon, LLP as legal counsels; Thomas Studebaker of Triple P
RTS, LLC (a Portage Point affiliate) as chief restructuring
officer. Kurtzman Carson Consultants is the noting and claims
agent.
SUPPLY SOURCE: Taps Thomas Studebaker of Portage Point as CRO
-------------------------------------------------------------
Supply Source Enterprises Inc. and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to hire
Triple P RTS, LLC (Portage Point) to provide additional personnel
and designate Thomas Studebaker, as chief restructuring officer.
The firm's services include:
a. evaluating and developing a short-term cash flow model and
related liquidity management tools for the Debtor for such purposes
as the Debtors may require;
b. reviewing and analyzing the Debtors' business, operations,
and financial projections;
c. evaluating and developing a business plan and such other
related forecasts and analyses for the Debtors for such purposes as
the Debtors may require;
d. evaluating and developing various strategic and financial
alternatives and financial analyses for such purposes as the
Debtors may require;
e. evaluating the Debtors' potential debt capacity in light of
its projected cash flows;
f. assisting in the determination of a capital structure for
the Debtors;
g. assisting in the determination of a range of values for the
Debtors on a going-concern basis;
h. advising the Debtors on tactics and strategies for
negotiating with the Constituents as defined below;
i. engaging and negotiating with the Debtors' various
constituents, including, without limitation, holders of the
Debtors' debt or equity, the Debtor's employees, and the Debtors'
customers, vendors, and other commercial counterparties
(collectively, "Constituents"); which assistance may include,
without limitation, meeting with Constituents, developing
presentations and providing management with financial analytical
assistance necessary to facilitate such negotiations;
j. developing and distributing other information that may be
required by the Debtors or the Constituents;
k. evaluating and implementing contingency planning related to
Debtors' commencing or otherwise becoming the subject of a case
under chapter 11 of title 11 of the United States Code;
l. obtaining and presenting information required by parties in
interest in a chapter 11 case, including any statutory committees
appointed in the chapter 11 case, or by the court presiding over
the chapter 11 case;
m. preparing other business, financial and other reporting
related to a chapter 11 case, including, but not limited to,
development and execution of asset sales, a chapter 11 plan of
reorganization for the Debtors (a "Plan"), and a disclosure
statement for the Plan;
n. providing testimony, as necessary, with respect to matters
on which the firm has been engaged to advise hereunder in any
proceeding in a chapter 11 case;
o. attending meetings of the board of directors, or similar
governing body, of the Debtors with respect to matters on which the
firm has been engaged to advise;
p. advising and assisting the Debtors in evaluating any
potential Financing by the Debtors, and, on behalf of the Debtors,
contacting potential sources of capital as the Debtors may
designate and assisting the Debtor in implementing such Financing;
q. assisting the Debtors in preparing documentation within the
firm's area of expertise that is required in connection with any
Restructuring, Sale Transaction, Financing and Amendment;
r. assisting the Debtors in identifying and evaluating
candidates for any potential Sale Transaction, advising the Debtors
in connection with negotiations and aiding in the consummation of
any Sale Transaction;
s. advising the Debtors on the timing, nature, and terms of
new securities, other consideration or other inducements to be
offered pursuant to any Restructuring, Sale Transaction, Financing
and/or Amendment; and
t. providing the Debtors with assistance on such other matters
as may be requested by the Debtors that are within the firm's
expertise and otherwise mutually agreeable to the firm and the
Debtors.
The firm will be paid at these hourly rates:
Managing Partner $1,095
Service Line Leader $950 to $995
CRO $950
Managing Director $850 to $925
Director $695 to $795
Vice President $550 to $675
Associate $395 to $450
Administrative $110 to $155
In addition to the hourly fees, the Debtors have agreed to
compensate Portage Point a monthly fee of $125,000.
The Debtors have also agreed to pay Portage Point a fee equal to
$1,125,000, payable upon the consummation of a restructuring; and a
sale transaction fee equal to $1,250,000 upon the consummation of
the applicable sale transaction.
Thomas Studebaker, managing director at Portage Point Partners,
disclosed in a court filing that the firm is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Thomas Studebaker
Portage Point Partners, LLC
640 Fifth Ave, 10th Floor
New York, NY 10019
Tel: (617) 306-7141
Email: tstudebaker@pppllc.com
About Supply Source Enterprises
Supply Source Enterprises Inc. --
https://hig.com/portfolio/supply-source-enterprises/ -- is a
virtual manufacturer of branded and private label personal
protective equipment and janitorial, safety, hygiene and sanitation
products. It is headquartered in Cleveland, Ohio.
Supply Source Enterprises and its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 24-11054) on May 21, 2024. In its petition, Supply Source
Enterprises reported $50 million to $100 million in assets and $100
million to $500 million in liabilities.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped McDermott Will & Emery, LLP and Potter Anderson
& Corroon, LLP as legal counsels; Thomas Studebaker of Triple P
RTS, LLC (a Portage Point affiliate) as chief restructuring
officer. Kurtzman Carson Consultants is the noting and claims
agent.
SWF HOLDINGS I: $1.63BB Bank Debt Trades at 15% Discount
--------------------------------------------------------
Participations in a syndicated loan under which SWF Holdings I Corp
is a borrower were trading in the secondary market around 85.4
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $1.63 billion Term loan facility is scheduled to mature on
October 6, 2028. The amount is fully drawn and outstanding.
Headquartered in Middleton, Wisconsin, Springs Windows designs and
manufactures window coverings.
SYNAPSE FINANCIAL: Comm. Taps Boies Schiller/Saul Ewing as Counsel
------------------------------------------------------------------
The official committee of unsecured creditors of Synapse Financial
Technologies, Inc. seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire Boies Schiller
Flexner LLP and Saul Ewing LLP as its counsel.
The firm's services include:
(a) advising the Committee with respect to its duties, powers,
and responsibilities, in the Debtor's bankruptcy case;
(b) ensuring that the Committee complies with the Bankruptcy
Code, the Bankruptcy Rules, and the Bankruptcy Local Rules;
(c) advising the Committee with respect to the various options
available for resolution of the Debtor's bankruptcy case;
(d) advising the Committee with respect to motions and
applications filed by Debtor and other parties and presenting the
Committee's positions to the Court;
(e) examining and advising the Committee on claims and causes
of action of the Debtor's estate including, but not limited to,
claims against third parties and insiders who received funds or
were in positions of management or control of the Debtor, or
otherwise are responsible for damages to the Debtor and its
estate;
(f) coordinating with the chapter 11 trustee appointed in this
case, the United States Trustee, and other professionals of the
estate and constituents;
(g) monitoring the administration of the case for the benefit
of general unsecured creditors;
(h) participating in the formulation of a chapter 11 plan if
this case does not convert to chapter 7 before one must be filed;
and
(i) performing such other legal services as may be required by
the Committee.
The firms' customary hourly rates are:
Zev M. Shechtman, Partner, Saul Ewing $725
Carol Chow, Counsel, Saul Ewing $640
Benjamin Waisbren, Partner, Boies Schiller Flexner $1,550
John Kucera, Partner, Boies Schiller Flexner $1,360
Rates for other Boise Schiller attorneys range from $710 to $980
for associates, from $940 to $1,730 for counsel, and from $980 to
$2,330 for partners.
Rates of other Saul Ewing attorneys range from $345 to $1,440.
Boies Schiller Flexner and Saul Ewing are a "disinterested person"
within the meaning of 11 U.S.C. Sec. 101(14), and neither firm
holds nor represents any interest adverse to the estate, according
to court filings.
The firm can be reached through:
Zev Shechtman, Esq.
Carol Chow, Esq.
SAUL EWING LLP
1888 Century Park East, Suite 1500
Los Angeles, CA 90067
Telephone: (310) 255-6100
Facsimile: (310) 255-6200
Email: Zev.Shechtman@saul.com
carol.chow@saul.com
- and -
Benjamin Waisbren, Esq.
John Kucera, Esq.
BOIES SCHILLER FLEXNER LLP
1401 New York Avenue, N.W.
Washington, DC 20005
Telephone: (202) 274-1122
Email: bwaisbren@bsfllp.com
jkucera@bsfllp.com
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 U.S.
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 assets and
liabilities.
Judge Martin R. Barash oversees the case.
Ron Bender, Esq., at LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P.,
represents the Debtor as legal counsel.
TA PARTNERS: Taps Winthrop Golubow Hollander as Insolvency Counsel
------------------------------------------------------------------
TA Partners Apartment Fund II LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire
Winthrop Golubow Hollander, LLP as its general insolvency counsel.
The firm will render these services:
a. advise and assist the Debtor with respect to compliance
with the requirements of the Office of the United States Trustee;
b. advise the Debtor regarding matters of bankruptcy law,
including the rights and remedies of the Debtor in regard to its
assets and to the claims of its creditors;
c. represent the Debtor in any proceedings or hearings in this
Court and in any proceedings in any other court where the Debtor's
rights under the Bankruptcy Code may be litigated or affected;
d. conduct examinations of witnesses, claimants, or adverse
parties and to prepare, and to assist the Debtor in the preparation
of, reports, accounts, and pleadings related to the Debtor's case;
e. advise the Debtor concerning the requirements of the
Bankruptcy Court, the Federal Rules of Bankruptcy Procedure and the
Local Bankruptcy Rules;
f. file any motions, applications or other pleadings
appropriate to effectuate the Debtor's reorganization;
g. review claims filed in the Debtor's case, and, if
appropriate, to prepare and file objections to disputed claims;
h. assist the Debtor in the negotiation, formulation,
confirmation, and implementation of its Chapter 11 plan;
i. take such other action and perform such other services as
the Debtor may require of the Firm in connection with its case;
and
j. address any other bankruptcy-related issues that may arise
in the Debtor's case.
The hourly rates of the firm's counsel and staff are as follows:
Marc J. Winthrop $895
Robert E. Opera $895
Sean A. O'Keefe $895
Richard H. Golubow $795
Garrick A. Hollander $795
Peter W. Lianides $795
Jeannie Martinez $225
Silvia Villegas $150
The firm requested a prepetition retainer of $65,000.
Garrick Hollander, Esq., a partner at Winthrop Golubow Hollander,
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:
Garrick A. Hollander, Esq.
Matthew J. Stockl, Esq.
Winthrop Golubow Hollander, LLP
1301 Dove Street, Suite 500
Newport Beach, CA 92660
Telephone: (949) 720-4100
Facsimile: (949) 720-4111
Email: ghollander@wghlawyers.com
mstockl@wghlawyers.com
About TA Partners Apartment Fund II LLC
TA Partners is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)).
TA Partners Apartment Fund II LLC, a California limited liability
company, filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11279) on May
20, 2024, listing $100 million to $500 million in assets and $10
million to $50 million in liabilities. The petition was signed by
Johnny Lu as authorized representative.
Judge Theodor Albert presides over the case.
Garrick A. Hollander, Esq. at WINTHROP GOLUBOW HOLLANDER, LLP
represents the Debtor as counsel.
TAGRISK LLC: Seeks to Extend Plan Exclusivity to December 16
------------------------------------------------------------
Tagrisk, LLC asked the U.S. Bankruptcy Court for the Northern
District of Georgia to extend its exclusivity periods to file a
plan of reorganization and obtain acceptance thereof to December 16
and December 30, 2024, respectively.
Since the commencement of the Case, the Debtor has worked
diligently to maintain continuity in the everyday operation of its
business, while simultaneously working to preserve and build the
value of its assets. Debtor has engaged special counsel to pursue
an appeal in the Washington Court of Appeals, and oral argument is
currently set for May 31. The outcome of the appeal, and/or any
resolution of such proceeding, will impact the terms of any Chapter
11 plan proposed by the Debtor.
On or about February 19, 2021, a large default judgment (the
"Default Judgment") was entered against the Debtor in a lawsuit
filed in the state court in Washington (the "Washington Suit"). The
Debtor filed its notice of appeal on March 14, 2023, and that
appeal is pending in the Washington Court of Appeals, No. 85096-2
(the "Appeal").
In addition, the Appeal has been fully briefed by both the
Debtor/Appellant and the Plaintiffs/Appellees and is currently
scheduled for oral argument on May 31, 2024. The Debtor's appellate
counsel has advised that an opinion will likely be issued by the
Washington Court of Appeals within two to four months following
oral argument, although it could be longer.
Accordingly, the Debtor needs additional time to complete the
Appeal process and/or negotiate potential resolutions with the
plaintiffs before finalizing an exit strategy to emerge from
Chapter 11.
Tagrisk, LLC is represented by:
J. Robert Williamson, Esq.
SCROGGINS & WILLIAMSON, P.C.
4401 Northside Parkway, Suite 450
Atlanta, GA 30327
Tel: (404) 893-3880
Email: aray@swlawfirm.com
About Tagrisk LLC
Tagrisk is an insurance agency in Huntington Beach, California.
Tagrisk, LLC filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-55024) on
August 21, 2023, listing $500,000 to $1 million in assets and $10
million to $50 million in liabilities. The petition was signed by
Larry Anaya as executive vice president.
The Debtor tapped J. Robert Williamson, Esq., at Scroggins &
Williamson, PC as bankruptcy counsel and Lisa Herman, Esq., at
Herman Jones LLP as special counsel.
TELEPHONE USA: Seeks to Extend Plan Exclusivity to Sept. 4
----------------------------------------------------------
Telephone USA Investments, Inc. asked the U.S. Bankruptcy Court for
the Northern District of Illinois to extend its exclusivity periods
to file a plan of reorganization and obtain acceptance thereof to
September 4 and November 3, 2024, respectively.
Mr. Joseph Stroud ("Mr. Stroud") was the Debtor's President and
Chairman. Mr. Stroud suffered a serious health condition on or
around April 3, 2024 when he was admitted to full-time care in a
hospital. Shortly after being admitted to the hospital, Mr. Stroud
became incapacitated and, unfortunately, Mr. Stroud died on April
12, 2024.
Notwithstanding the unforeseen and unfortunate circumstances, the
Debtor's counsel has been engaging in settlement discussions with
the Debtor's largest creditor and business partner, Lumen
Technologies, Inc. f/k/a CenturyTel, Inc. The Debtor believes that
the Requested Extension will allow the Debtor to continue with the
settlement negotiations without the distraction of a creditor
filing a competing plan.
The Debtor claims that the circumstances have resulted in a much
more complicated case than initial anticipated due to the
unforeseen sudden illness and death of Mr. Stroud while this
Chapter 11 Case is not significantly large. While Mr. Stroud's
family members are also owners, officers, and/or directors of the
Debtor, those individuals require some transition time in order to
take over for Mr. Stroud. This transition is ongoing and the Debtor
is in currently in the plan formulation stage, a stage that was
delayed due to Mr. Stroud's death.
Moreover, Counsel for the Debtor and Lumen have been engaged in
weekly settlement negotiations where potential settlement
structures have been discussed. Further, the Debtor and Lumen are
finalizing plans for mediation to assist the parties in these
negotiations. These negotiations are progressing in good faith and
the Debtor asserts that the Requested Extension permits these
parties to resolve their dispute in a value-maximizing plan.
The Debtor asserts that they have made progress to resolve Lumen's
claim and formulate a value-maximizing plan. While an agreement is
not complete, there has been notable progress between the parties,
which the Debtor believes will result in a settlement.
The Debtor further asserts that the Requested Extension is not
sought to pressure creditors to submit to the Debtor's
reorganization demands. Rather, the Requested Extension is sought
to allow for further negotiations to provide for a consensual plan
framework.
Telephone USA Investments, Inc., is represented by:
Susan Poll Klaessy, Esq.
Nora J. McGuffey, Esq.
Foley & Lardner LLP
321 N. Clark Street, Suite 3000
Chicago, IL 60654
Telephone: (312) 832-4500
Facsimile: (312) 832-4700
Email: spollklaessy@foley.com
nora.mcguffey@foley.com
Timothy C. Mohan, Esq.
FOLEY & LARDNER LLP
1400 16th Street, Suite 200
Denver, CO 80202
Tel: (720) 437-2000
Fax: (720) 437-2200
Email: tmohan@foley.com
About Telephone USA Investments
Telephone USA Investments, Inc., filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill.
Case No. 24-01686) on Feb. 7, 2024. In the petition signed by
Joseph Stroud, president, the Debtor disclosed up to $10 million in
both assets and liabilities.
Judge A. Benjamin Goldgar oversees the case.
The Debtor tapped Foley & Lardner LLP as bankruptcy counsel and TLP
Law as special corporate counsel.
TELESAT LLC: $1.91BB Bank Debt Trades at 55% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Telesat LLC is a
borrower were trading in the secondary market around 45.4
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $1.91 billion Term loan facility is scheduled to mature on
December 7, 2026. About $1.42 billion of the loan is withdrawn and
outstanding.
Telesat LLC operates as a satellite operator. The Company offers
satellite delivered communications solutions to broadcast, telecom,
corporate, and government customers, as well as provides technical
consultancy services. Telesat serves clients worldwide.
TELLURIAN INC: All Three Proposals Passed at Annual Meeting
-----------------------------------------------------------
Tellurian Inc. held on June 5, 2024, its 2024 annual meeting of
stockholders at which the stockholders:
(1) elected Martin J. Houston and Jonathan S. Gross as directors
to hold office until the 2027 annual meeting of stockholders
and their successors are duly elected and qualified;
(2) ratified the appointment of Deloitte & Touche LLP as the
Company's independent registered public accounting firm for
the fiscal year ending Dec. 31, 2024; and
(3) approved, on a non-binding advisory basis, the compensation
of the Company's named executive officers.
On June 4, 2024, the Compensation Committee of the board of
directors of Tellurian approved and adopted an amended and restated
Tellurian Inc. Incentive Compensation Program. The Tellurian Inc.
Incentive Compensation Program was updated to clarify and emphasize
that both short-term and long-term incentive awards under the ICP
are awarded on terms and conditions to be established by the
Compensation Committee.
About Tellurian
Tellurian Inc., a Delaware corporation, is a Houston-based company
that is developing and plans to own and operate a portfolio of LNG
marketing and infrastructure assets that includes an LNG terminal
facility and related pipelines. The Driftwood terminal and related
pipelines are collectively referred to as the "Driftwood Project."
The Company also owns upstream natural gas assets; on Feb. 6, 2024,
the Company announced that it is exploring a sale of those assets.
As of Dec. 31, 2023, the Company's upstream natural gas assets
consist of 30,034 net acres and interests in 161 producing wells
located in the Haynesville Shale trend of northern Louisiana.
Houston, Texas-based Deloitte & Touche LLP, the Company's auditor
since 2016, issued a "going concern" qualification in its report
dated Feb. 23, 2024, citing that the Company has incurred recurring
losses from operations and has yet to establish an ongoing source
of revenues that is sufficient to cover its future operating costs
and obligations as they become due for the twelve months following
the date these consolidated financial statements are issued, which
raises substantial doubt about its ability to continue as a going
concern.
THERAPY BRANDS: $95MM Bank Debt Trades at 28% Discount
------------------------------------------------------
Participations in a syndicated loan under which Therapy Brands
Holdings LLC is a borrower were trading in the secondary market
around 72.5 cents-on-the-dollar during the week ended Friday, June
7, 2024, according to Bloomberg's Evaluated Pricing service data.
The $95 million Term loan facility is scheduled to mature on May
18, 2029. The amount is fully drawn and outstanding.
Therapy Brands, founded in 2013 and headquartered in Birmingham,
AL, is a provider of integrated software-as-a-service solutions
including, EHR (electronic health record), PMS (practice
management
solutions) RCM (revenue cycle management) and payment solutions to
the mental health, behavioral health and rehabilitation markets.
The company is majority owned by Kohlberg Kravis Roberts & Co. Inc.
(KKR), a New York based private equity firm, with a significant
minority ownership held by Providence Strategic Growth. Revenues
for last twelve months ended December 31, 2023 were $146 million.
TRANSDIGM INC: S&P Upgrades ICR to 'BB-' on Strengthening EBITDA
----------------------------------------------------------------
S&P Global Ratings has upgraded its issuer credit rating on
TransDigm Inc. to 'BB-' from 'B+'.
At the same time, S&P raised its issue-level ratings on TransDigm's
senior secured debt to 'BB-'with a recovery rating of '3' (rounded
recovery estimate: 55%) and unsecured debt to 'B' with a recovery
rating of '6'.
S&P's stable outlook reflects its view that market conditions will
remain favorable over at least the next 18-24 months, supporting
strong EBITDA margins and credit measure stability.
S&P said, "We expect favorable market conditions and contributions
from acquisitions will lead to meaningful growth. Market
fundamentals support strong core revenue generation over the next
few years. We expect continued strong aftermarket demand due to our
expectation that aircraft delivery rates will remain well below
demand for at least the next 18-24 months. Airlines are utilizing
an ageing fleet, and we expect flight cycles will increase over the
near term. The high utilization rates will lead to continued strong
commercial aftermarket demand. Freighter and business jet
aftermarket bookings have seen some softening over the past few
quarters, and we expect they will continue to be soft heading into
calendar year 2025; however, the downside is more than offset by
strong bookings within the commercial and defense end markets. We
also expect original equipment manufacturer (OEM) build rates will
improve materially over the next few years, providing upside for
TransDigm's commercial OE segment. Defense spending remains robust,
especially among mission critical platforms, most of which contain
meaningful TransDigm content.
"We believe TransDigm's latest acquisitions, (specifically
Communications & Power Industries'('CPI') electron device business
and Raptor Labs Holdco) will contribute meaningfully to the top
line, while being accretive to cash flows. The additions will add
to the company's already extensive IP portfolio while expanding its
content across many of the highest demand aerospace platforms for
new builds, as well as increase aftermarket exposure. We expect the
strong demand across most end markets and contributions from
acquisition to support revenue growth of 15%-20% in 2024 and
7.5%-12.5% in 2025.
"We expect EBITDA growth will contribute to stable credit metrics.
Through EBITDA growth, both organically and through acquisitions,
credit metrics have meaningfully improved over the past year. We
expect EBITDA margins will remain above 45% through the forecast
period, supported by the company's strong market position and
favorable tailwinds. Margins have also benefited from management's
investment into operating efficiencies, most notably as it relates
to process automation. We expect cash flow will remain strong over
the next 24 months despite integration costs related to recent
sizable acquisitions. We expect TransDigm's EBITDA base will be
sufficient in supporting credit metrics while also allowing for
additional acquisitions, meaningful dividends, and share buybacks.
We now expect S&P Global Ratings-adjusted debt to EBITDA will be
5.0x-5.5x for 2024 and 2025, while free operating cash flow (FOCF)
to debt will be 7.5%-12.0% for the same period. Our forecast
includes meaningful cushion for the downside of the rating.
"We expect TransDigm will continue its aggressive financial policy.
Mergers and acquisitions (M&A) activity has been slow to develop
[do you mean they paused last year? I thought they just announced
two decent-sized deals]as headwinds such as inflation and high
interest rates combine for an unfavorable market. However,
TransDigm remains well positioned to be aggressive. The company
holds ample cash on hand, a sizable revolving credit facility (RCF)
that is largely undrawn, as well as strong forecast free cash flow.
We expect the company will remain acquisitive, primarily focusing
on bolt-on acquisitions through the near-to-medium term, allocating
$1 billion-$2 billion in acquisitions. Additionally, we expect the
company will remain focused on shareholder returns deploying
between $2.5 billion-$3.0 billion through dividends or share
repurchases. We anticipate that these activities will likely
prevent leverage from falling below 5x for an extended period.
"Our stable outlook reflects our expectations that TransDigm
continues to benefit from market tailwinds, including strengthening
commercial aftermarket demand. We expect margins and cash flow will
remain strong providing cushion for the company to focus on
investing within the company, acquisitions, and shareholder
returns. We expect credit metrics will remain appropriate for the
rating even with such activities under consideration."
S&P could lower its rating on the company if S&P expects leverage
to exceed 6.0x or free cash flow to debt to decline below 5% on a
sustained basis. This could happen if:
-- Commercial aftermarket realized a material decline in demand;
-- The company poorly integrated recent acquisitions; or
-- The company's aggressive financial policy results in a
significant special dividend, share buybacks, or a transformational
acquisition beyond our expectations.
S&P could raise its rating on TransDigm if leverage were to be
maintained below 5.0x and S&P expects it to remain at such levels
while also considering acquisitions, and free cash flow to debt
also improves above 10%. This could happen if:
-- Margins expand beyond our forecast, strengthening cash flows;
-- There is a slower-than-anticipated pace of debt-funded
acquisitions; or
-- Though unlikely, management shifts to a less aggressive
financial policy.
S&P said, "Governance factors are a moderately positive
consideration in our credit rating analysis of TransDigm because we
view the company's governance as strong, which reflects the
management's successful execution of its strategy to acquire
companies holding meaningful IP product lines with high aftermarket
content. Additionally, company initiatives to significantly improve
margins by cutting costs and limiting integration headwinds have
been affective. Environmental and social factors are neutral
considerations within our credit assessment."
TREVENA INC: Posts $7.7MM Net Loss in Q1 2024
---------------------------------------------
Trevena, Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $7.7 million on $20,000 of revenue for the three months ended
March 31, 2024, compared to a net loss of $7.8 million on $6,000 of
revenue for the three months ended March 31, 2023.
Since its inception, the Company has incurred losses and negative
cash flows from operations. At March 31, 2024, the Company had an
accumulated deficit of $595.7 million, working capital of $18.8
million, cash and cash equivalents of $23.6 million, and restricted
cash of $0.5 million.
The Company expects that its existing balance of cash and cash
equivalents as of March 31, 2024 is not sufficient to fund
operations for the next 12 months.
Management's plans to mitigate this risk include raising additional
capital through equity or debt financings, or through strategic
transactions, including collaborations. Management's plans may also
include the deferral of certain operating expenses unless and until
additional capital is received. However, there can be no assurance
that the Company will be successful in raising additional capital
or that such capital, if available, will be on terms that are
acceptable to the Company, or that the Company will be successful
in deferring certain operating expenses. As a result, management
concluded that such plans do not alleviate the substantial doubt.
If the Company is unable to raise sufficient additional capital,
consummate a strategic transaction or defer sufficient operating
expenses, the Company may be compelled to reduce the scope of its
operations and planned capital expenditures.
As of March 31, 2024, the Company had $31.1 million in total
assets, $45.8 million in total liabilities, and $14.7 million in
total stockholders' deficit.
A full-text copy of the Company's Form 10-Q is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1429560/000155837024008209/trvn-20240331x10q.htm
About Trevena
Headquartered in Chesterbrook, Pa., Trevena, Inc. is a
biopharmaceutical company focused on developing and commercializing
novel medicines for patients affected by central nervous system, or
CNS, disorders.
As of December 31, 2023, the Company had $40.6 million in total
assets, $48.3 million in total liabilities, and $7.7 million in
total stockholders' deficit.
Philadelphia, Pa.-based Ernst & Young LLP, the Company's auditor
since 2007, issued a "going concern" qualification in its report
dated April 1, 2024, citing that the Company has suffered recurring
losses from operations and has stated that substantial doubt exists
about the Company's ability to continue as a going concern.
TRIUMPH GROUP: S&P Upgrades ICR to 'B-' on Improved Credit Metrics
------------------------------------------------------------------
S&P Global Ratings raised Triumph Group Inc.'s issuer credit rating
to 'B-' from 'CCC+'.
The stable outlook reflects S&P's views that the commercial
aerospace and defense markets will remain strong, driving demand
for Triumph intellectual property-based (IP) content.
S&P said, "We expect strong demand across commercial aerospace end
markets to drive near-term revenue growth. Commercial air traffic
has more than recovered from pandemic lows over the past 12 months.
We expect traffic will increase more over the next several years.
As a result, airlines plan to invest in fleet optimization, driving
demand for newer, more fuel-efficient aircraft. Aircraft build
rates have been hurt by supply chain bottlenecks and inflationary
pressures limiting new aircraft deliveries. OEMs have seen gradual
easing of the supply and expect to see improved build rates soon.
We expect significant improvement in volumes as Triumph holds
significant sole source positions on many of the most in-demand
aircraft such as the A321, 737, as well as widebody platforms such
as A350, A380, 777, and 787. As a result of the slow delivery rate
of new aircraft, older aircraft have seen greater utilization,
driving demand for aftermarket parts and services. Additionally,
many widebody fleets are approaching a maturity stage that requires
landing gear overhaul, which is significant in Triumph content. We
believe the improvement within the commercial markets will likely
be tempered as Triumph's interiors segment will continue to be a
drag on top-line growth as they continue to address supply chain
and labor pressures. The defense end markets will see limited
growth due to a transition to next-generation programs. Driven by
commercial volumes while offset by the absence of the third-party
aftermarket business and slow growth within interiors, we expect
Triumph's top line to improve between 2.5% and 5% in 2025, before
realizing stronger growth of between 10% and 12.5% in fiscal 2026.
"We expect Triumph's credit metrics to improve within the next few
quarters. Triumph's credit metrics improved following significant
debt paydown with proceeds from the sale the company's third party
aftermarket business, with an additional $120 million redemption
funded during the first quarter of fiscal 2025. As a result, cash
interest expense will be less of a drag on profits and cash flows.
The company has also been successful in negotiating pricing
improvements that will likely benefit margins in fiscal 2025. The
operating improvements installed by management over the course of
fiscal 2024 will likely continue to benefit margins in 2025 and
beyond. We now expect EBITDA margins to expand by ~150 bps to
between 15% and 18% for fiscal 2025 and 2026. We expect the
stronger margins to result in improved free operating cash flow in
2025 and beyond. We now expect debt to EBITDA to measure between
7.0x and 7.5x in 2025, improving to between 6.0x and 6.5x in 2026,
and FOCF to debt to measure between 1% and 3% in 2025 and between
3% and 5% in 2026.
"We assess Triumph's liquidity as adequate over the forecasted
period. Triumph addressing its near term debt maturity has improved
the company's liquidity and we now assess liquidity as adequate. As
of the end of its fiscal 2024 (March 2024), the company holds $392
million in balance sheet cash, $55 million available on a fully
undrawn revolving credit facility, as well as projected positive
free cash flow over the forecasted period. During the first quarter
of 2025, Triumph funded $120 million redemption of its existing
notes. We expect working capital to remain cash absorbent as
Triumph builds inventory in preparation for increases in build
rates across multiple commercial platforms. Other substantial cash
needs would include capital expenditures of between $25 million and
$30 million per year. The closest significant debt maturity is not
until 2028 when the company's senior secured notes come due.
"The stable outlook reflects our expectations that credit metrics
will be stable over the next 12 to 18 months. Triumph will benefit
from strong demand due to ramp up in OEM build rates, improved cash
generation, and disciplined financial policy. We expect the
aftermarket services end market to see strong sustainable demand
with respect to Triumph's IP-based and sole source components,
while original equipment (OE) content also realizes growth due to
increases in commercial aircraft build rates. We expect debt to
EBITDA to measure below 7.5x early in fiscal year 2025, and FOCF to
debt improving to levels in 2025, between 2% and 5%.
"We could lower our rating on Triumph Group should free operating
cash flow turn negative for a period such that liquidity becomes
pressured."
Such a scenario could occur if;
-- EBITDA margins contract due to higher operating costs;
-- Further delay in ramp up in commercial aircraft build rates;
or
-- Management pursues a more aggressive debt-funded acquisition
strategy sooner than expected.
S&P could raise its rating on Triumph Group should the company's
performance improves such that FOCF to debt approaches 5% and debt
to EBITDA measures below 7.0x on a sustained basis.
Such a scenario could occur if:
-- Build rates improve faster than expected while aftermarket
remains robust driving demand for Triumph IP content;
-- The company manages costs such that EBITDA margins expands on
higher revenue; or
-- Management divests poor performing segments, allocating
proceeds to further deleverage.
TUPPERWARE BRANDS: Extends Forbearance Pact Milestone to June 22
----------------------------------------------------------------
Tupperware Brands Corporation reported in a Form 8-K filed with the
Securities and Exchange Commission that on June 3, 2024, the
Company, Tupperware Products AG, as borrowers, certain other
subsidiaries of the Company and the Lenders party thereto, among
others, entered into the Amendment to Forbearance Agreement,
amending, modifying, and otherwise affecting (i) that certain
Forbearance Agreement, dated as of Feb. 13, 2024, by and among,
among others, the Borrowers, certain other subsidiaries of the
Company and the Lenders party thereto, and (ii) that certain Credit
Agreement, dated as of Nov. 23, 2021 (as amended by that certain
First Amendment to Credit Agreement, dated as of Aug. 1, 2022, that
certain Second Amendment to Credit Agreement, dated as of Dec. 21,
2022, that certain Third Amendment to Credit Agreement, dated as of
Feb. 22, 2023, that certain Fourth Amendment to Credit Agreement
and Limited Waiver of Borrowing Conditions, dated as of May 5,
2023, that certain Debt Restructuring Agreement, dated as of Aug.
2, 2023, that certain Fifth Amendment to Credit Agreement, dated as
of
Oct. 5, 2023, that certain Sixth Amendment to Credit Agreement,
dated as of Dec. 22, 2023, and the Forbearance Agreement, by and
among, among others, the Borrowers, Wells Fargo Bank, National
Association, as administrative agent, and the lenders party
thereto.
As previously disclosed in the Current Report on Form 8-K filed on
Feb. 16, 2024, the Forbearance Agreement provides for compliance
with specified milestones with respect to business planning and
repayment transactions until the earlier of (a) June 30, 2024 at
11:59 p.m. Eastern time and (b) the date and time on which the
Administrative Agent (at the direction of the majority Lenders)
elects to terminate the Forbearance Agreement in accordance with
its terms. The Forbearance Amendment, among other things, (a)
extends the Forbearance Agreement Milestone for entry into a
definitive agreement with respect to certain repayment transactions
from May 22, 2024 to June 22, 2024, (b) permits the Company to
retain (i) all net cash proceeds from tax refunds and (ii) up to
$3,500,000 of the net cash proceeds from the sale of certain unused
internet protocol addresses, (c) reduces the permitted Aggregate
Global Tranche Revolving Credit Exposure (as defined in the Credit
Agreement) from $36,419,883.13 to the current Aggregate Global
Tranche Revolving Credit Exposure level of $22,330,000, (d) removes
the Company's weekly minimum U.S. liquidity requirement under the
Credit Agreement without giving rise to a requirement to pay down
the Aggregate Global Tranche Revolving Credit Exposure with amounts
in excess thereof, and (e) increases the unrestricted cash and cash
equivalents that the Company and its subsidiary guarantors
organized in the United States are permitted to have on hand from
$7,000,000 to $15,000,000.
About Tupperware Brands
Tupperware Brands Corporation (NYSE: TUP) --
https://www.tupperwarebrands.com/ -- is a global consumer products
company that designs innovative, functional and environmentally
responsible products. Founded in 1946, Tupperware's signature
container created the modern food storage category that
revolutionized the way the world stores, serves and prepares food.
Today, this iconic brand has more than 8,500 functional design and
utility patents for solution-oriented kitchen and home products.
With a purpose to nurture a better future, Tupperware products are
an alternative to single-use items. The company distributes its
products into nearly 70 countries, primarily through independent
representatives around the world.
Tampa, Florida-based PricewaterhouseCoopers LLP, the Company's
auditor since 1995, issued a "going concern" qualification in its
report dated Oct. 13, 2023, citing that the Company has experienced
liquidity challenges and is uncertain about its ability to comply
with debt covenants, which resulted in the borrowings under the
Company's credit agreement being classified as current as of Dec.
31, 2022, and that also raises substantial doubt about its ability
to continue as a going concern.
UNIVERSAL-1 IMPORTS: Taps Zeisler & Zeisler as Special Counsel
--------------------------------------------------------------
Universal-1 Imports, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Aaron A
Romney, Esq. of Zeisler & Zeisler, P.C. as its special litigation
counsel.
Attorney Romney was engaged prepetition by the Debtor and certain
related entities subject to the Green Tree Capital contract 1 and
the guarantors Bernadett Csillag and David Khan to defend an action
filed by creditor Green Tree Capital LLC on or about Jan. 4, 2024
in the Superior Court of Stamford Connecticut entitled Green Tree
Capital, LLC v. Universal-1 Imports, Inc., DOCKET NO.
FST-CV24-6064870-S. The Debtor has filed an objection to Claim 4-3
filed by Green Tree Capital in this proceeding. Mr. Romney will
continue to represent the Debtor in this proceeding.
Mr. Romney provides legal services at the rate of $520 per hour.
The counsel received a retainer in the total amount of $29,500.
Mr. Romney, a partner of Zeisler & Zeisler, assured the court that
he and his firm are "disinterested persons" as defined under
section 101(14)(C).
The counsel can be reached at:
Aaron A Romney, Esq.
Zeisler & Zeisler, P.C.
10 Middle Street 15th Floor
Bridgeport, CT 06604
Email: (203) 368-4234
About Universal-1 Imports, Inc.
Universal-1 Imports, Inc. sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
24-11338) on Feb. 13, 2024, listing $100,001 to $500,000 in both
assets and liabilities.
Judge Scott M Grossman presides over the case.
Susan D. Lasky, Esq. at Susan D. Lasky PA represents the Debtor as
counsel.
UNIVERSITY OF ARTS: Fitch Lowers LongTerm IDR to 'C', Outlook Neg.
------------------------------------------------------------------
Fitch Ratings has downgraded approximately $46 million outstanding
par (FYE 2023) of Philadelphia Authority for Industrial
Development, PA series 2017 bonds issued on behalf of The
University of the Arts (UArts) to 'C' from 'B+' with a Negative
Rating Outlook.
Fitch has also downgraded UArts' Long-Term Issuer Default Rating
(IDR) to 'C' from 'B+' with a Negative Outlook.
The IDR and bond rating are on Rating Watch Negative.
Entity/Debt Rating Prior
----------- ------ -----
The University of
the Arts (PA) LT IDR C Downgrade B+
The University
of the Arts (PA)
/General Revenues/1 LT LT C Downgrade B+
UArts' 'C' IDR and bond rating reflect exceptionally high levels of
credit risk, following the sudden and immediate loss of
accreditation from the Middle States' Commission on Higher
Education announced on May 31, 2024 and effective on June 1, 2024,
and the university board's confirmation on June 2, 2024 of the
closure of the university effective June 7, 2024. Management stated
publicly that every option to keep UArts open was exhausted without
identification of a viable path for the institution to remain in
operation and serve its mission.
At the 'C' rating, Fitch considers default to be imminent or
inevitable. In Fitch's opinion, the closure of the university's
operations, loss of accreditation, and statement from the board and
management that the university is generally not able to meet
payment obligations may lead to or constitute an Event of Default
under bond documents that could trigger an acceleration of bond
payments. The next regularly scheduled bond payment is an interest
payment due on Sept. 15, 2024. (The university reported compliance
with its 1.1x debt service coverage ratio, aided by income from a
one-time property sale, as of the last fiscal year ended June 30,
2023.)
The Rating Watch Negative reflects Fitch's expectation that an
Event of Default is likely in the coming days or weeks, at which
time Fitch will take further rating action.
SECURITY
The series 2017 bonds are secured by a pledge of UArts'
unrestricted revenues and a debt-service reserve that is
cash-funded to half of maximum annual debt service. At the time of
issuance, the series 2017 bonds were also secured by mortgages on
three university properties appraised in 2017 at $36 million in the
center of Philadelphia, PA.
Unrestricted university revenues and the series 2017 mortgages are
pledged on a parity basis to a bank providing a $6 million line of
credit to UArts. $2 million had been drawn on the line of credit as
of June 30, 2023.
Revenue Defensibility - 'bb'
Operating Risk - 'bb'
Financial Profile - 'bb'
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Declaration of an Event of Default under the series 2017 bond
documents.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- While not expected, a plan to make timely payments of principal
and interest and any sinking fund payments despite the closure of
the university's operations on June 7, 2024 could support, at a
minimum, removal from Rating Watch Negative.
PROFILE
The University of the Arts (UArts) is a private, co-educational
university established in 1876 that offered undergraduate and
graduate programs in design, art, film, dance, theater and music.
The university occupies several buildings within a five-block
radius centered in the historic arts district of downtown
Philadelphia, PA. UArts' student body of 1,165 as of fall 2023 was
over 90% undergraduate, when UArts maintained approximately
600-beds of university-owned housing.
UArts' institution-wide accreditation from Middle States Commission
on Higher Education was revoked effective June 1, 2024. Kerry Walk,
PhD, joined UArts as President in August 2023 and is reported to
have resigned effective June 4, 2024. A new Chief Financial Officer
and Vice President of Finance and Administration started with the
university on Feb. 1, 2024 replacing the former interim holder of
the position.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
URGENTPOINT INC: Jami Nimeroff Named Subchapter V Trustee
---------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Jami Nimeroff, Esq.,
at Brown McGarry Nimeroff, LLC as Subchapter V trustee for
UrgentPoint, Inc. and affiliates.
Mr. Nimeroff will be paid an hourly fee of $400 for his services as
Subchapter V trustee while paralegals will be compensated at $185
per hour.
Mr. Nimeroff declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jami Nimeroff, Esq.
Brown McGarry Nimeroff, LLC
919 N. Market Street, Suite 420
Wilmington, DE 19801
Telephone: (302) 428-8142
Fax: (302) 351-2744
Email: jnimeroff@bmnlawyers.com
About UrgentPoint Inc.
UrgentPoint, Inc. is a multi-specialty medical group that practices
an integrated care approach for chronic conditions.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-11044) on May 20, 2024.
In the petition signed by Joe Chauvapun, M.D., chief executive
officer, the Debtor disclosed $7,922,122 in assets and $6,941,998
in liabilities.
Judge Laurie Selber Silverstein oversees the case.
Thomas J. Francella, Jr., Esq., at Whiteford, Taylor & Preston,
LLC, represents the Debtor as legal counsel.
VIANT MEDICAL: S&P Places 'B-' ICR on CreditWatch Negative
----------------------------------------------------------
S&P Global Ratings placed its 'B-' issuer credit rating on Viant
Medical Holdings Inc. and all other ratings on CreditWatch with
negative implications.
S&P said, "The CreditWatch placement indicates that we could lower
our ratings on Viant if it is unable to extend its debt maturities
in the next few months or engaged in a transaction that we viewed
as distressed.
"The CreditWatch placement reflects heightened refinancing risk.
The company's first-lien term loan with outstanding balance of
about $590 million comes due on July 2, 2025. We do not expect the
company will have sufficient liquidity to repay the loan given its
cash balance of less than $30 million as of March 31, 2024, and
projected free operating cash flow (FOCF) deficit of about $35
million this year. At the same time, the company's $70 million
revolver is maturing on April 2, 2024, and it currently has about
$25 million drawn after first quarter of 2024. While we expect
Viant to refinance its first-lien term loan and revolver before the
maturity dates given the company's solid operating performance, the
likelihood of default increases as the maturities approach, in our
view.
"However, we believe Viant has good prospects to refinance its debt
given its improving operating performance including high revenue
growth and expanding EBITDA margin. Viant reported 2023 revenue of
$1.19 billion, a 17.6% increase from 2022 and similar to our prior
expectation. The topline growth reflected the contribution from new
program launches as well as overall strong demand for its products.
At the same time, the company's S&P Global Ratings-adjusted EBITDA
margin improved about 90 basis points to about 11.5% in 2023 from
higher revenue and increased operating leverage. Viant's healthy
topline growth continued into the first quarter of 2024 with about
7% increase in organic revenue (on a pro forma basis to reflect the
sale of Grand Rapids facility that closed in October 2023),
slightly outperforming its budget.
"We forecast 2024 reported revenue to be a slight decline from 2023
reflecting the first full year of performance after the Grand
Rapids facility sale, and high-single-digit percent organic revenue
growth reflecting continued benefit from new program launches and
strong demand. We expect the increase in fixed-cost leverage from
organic revenue growth and the divestiture of a less-profitable
business to support an increase in its S&P Global Ratings-adjusted
EBITDA margin to about 13% in 2024.
"As such, we expect the company's S&P Global Ratings-adjusted
leverage to decline to about 6.3x in 2024, compared to the high-6x
area in 2023. We also project a reported FOCF deficit of about $35
million in 2024, due to high interest expense, an increase in
working capital uses to fund growth and increased capital
expenditure to fund capacity expansion. In addition, we believe the
company's debt trading prices--currently trading close to
par--reflect its solid operating performance and support its
refinancing prospects.
"We believe Viant's liquidity will be tight over the next 12
months. The company's $70 million revolver, which has about $25
million outstanding after March 31, 2024, matures on April 2, 2025.
Although the company still has access to the revolver, we exclude
the availability in our assessment of liquidity since it matures
within a year, regardless of our view that the commitment will
likely be extended in the near term. In addition, the $25 million
of outstanding borrowings burdens the company's liquidity because
it matures this year. As a result, we believe company's liquidity
position has weakened with expected sources of liquidity of less
than 1.2x its uses.
"The CreditWatch placements indicate that we could lower our
ratings on Viant if the company is unable to extend its debt
maturities in the next few months or engaged in a transaction that
we viewed as distressed."
WATERVILLE REDEVELOPMENT: Taps Bopp & Guecia as Bankruptcy Counsel
------------------------------------------------------------------
Waterville Redevelopment Company IV, LLC seeks approval from the
U.S. Bankruptcy Court for the District of Maine to hire Bopp &
Guecia as its replacement general bankruptcy counsel.
The firm's services include:
(a) analysis of the Debtor's financial situation and advice
and assistance to the Debtor in concerning its pending case under
Chapter 11 of the Code;
(b) preparation and filing of all documents and pleadings
required by this Court, the Code, the Federal Rules of Bankruptcy
Procedure, and/or the Local Rules of this Court;
(c) response to individual creditor inquiries;
(d) representation of the Debtor in connection with
debtor-in-possession financing, refinancing of existing secured
debt, and the disposition of any of its assets;
(e) development of the Debtor's plan of reorganization,
analysis of the feasibility of any such plan, drafting, filing, and
negotiation of the plan and confirmation of the plan;
(f) review and evaluation of the Debtor's executory contracts,
and representation of the Debtor with respect to any motions to
assume or reject such contracts;
(g) representation of the Debtor in connection with any
adversary proceedings or automatic stay litigation which may be
commenced in these proceedings;
(h) analysis of the Debtor's cash flow and business
operations, advice to the Debtor regarding its responsibilities as
a debtor in possession and its post-petition financial operations,
negotiation of any borrowing and/or cash collateral stipulations
which may be required, furnishing of financial information to the
United States Trustee's Office and to any committee appointed
pursuant to Section 1102 of the Code;
(i) review and analysis of various claims of the Debtor's
creditors, secured, unsecured, and priority, and the treatment of
such claims;
(j) representation of the Debtor regarding post-confirmation
operations and consummation of any plan of reorganization;
(k) representation of and advice to the Debtor with respect to
general business law issues; and
(l) general representation of the Debtor during these
bankruptcy proceedings.
The firm received a retainer in the amount of $25,000.
Fred W. Bopp III, a partner of Bopp & Guecia, 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:
Fred W. Bopp III, Esq.
Bopp & Guecia
121 Yarmouth Street
Yarmouth, ME 04096
Tel: (207) 846-6111
Email: fbopp@boppguecia.com
About Waterville Redevelopment Company IV
Waterville Redevelopment Company IV, LLC is engaged in activities
related to real estate. The company is based in Gardiner, Maine.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Maine Case No. 24-10027) on Feb. 27,
2023, with $1 million to $10 million in both assets and
liabilities. Kevin Mattson, manager, signed the petition.
Judge Peter G. Cary presides over the case.
David C. Johnson, Esq., at Marcus Clegg represents the Debtor as
legal counsel.
WELLPATH HOLDINGS: $110MM Bank Debt Trades at 44% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Wellpath Holdings
Inc is a borrower were trading in the secondary market around 56
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $110 million Term loan facility is scheduled to mature on
October 1, 2026. The amount is fully drawn and outstanding.
Wellpath Holdings, headquartered in Nashville, Tennessee, provides
medical, dental, and behavioral health services to patients in
local detention facilities, federal and state prisons and
behavioral healthcare facilities. Wellpath is privately owned by
H.I.G. Capital.
WESCO AIRCRAFT: Seeks to Extend Plan Exclusivity to September 23
----------------------------------------------------------------
Wesco Aircraft Holdings Inc. and its debtor-affiliates asked the
U.S. Bankruptcy Court for the Southern District of Texas to extend
their exclusivity periods to file a plan of reorganization and
obtain acceptance thereof to September 23 and November 22, 2024,
respectively.
The Debtors claim that the requested extension of the Exclusive
Periods is necessary and appropriate to preserve the gains that
Incora has made in its operations and to move toward implementation
of the Plan that it has already proposed. The 2022 Financing
Adversary Proceeding has lasted as long as it has due to the
indisputable complexity of the substantive legal and factual
issues, the procedural complications of numerous overlapping
complaints and competing standing motions, and unavoidable delays
during the course of trial.
The Debtors explain that the magnitude and complexity of Incora's
businesses and the uncertainty of its capital structure have
required Incora to navigate complex issues in their reorganization
efforts and further substantiate the need for an extension of the
Exclusive Periods. This factor weighs heavily in favor of extending
exclusivity, since Incora is on track to emerge from bankruptcy
soon after the confirmation hearing.
The Debtors assert that they are not seeking an extension to
artificially delay the Chapter 11 Cases or to hold creditors
hostage to an unreasonable plan proposal. Incora has used its time
in bankruptcy efficiently to obtain financing, advance operational
initiatives throughout a vast enterprise, and develop consensus
with many creditor constituencies. The size and complexities of the
Chapter 11 Cases are apparent, and Incora is now approaching a
hearing on confirmation of a plan that has garnered broad support,
so the requested extension will not harm any economic stakeholder.
The Debtors further assert that the extension of exclusivity will
permit Incora to continue to operate as responsible stewards of
their enterprise. Incora is paying its bills as they come due and
will continue to do so. Suppliers and customers can continue to do
business with Incora throughout the extended Exclusive Periods,
confident in Incora's ability to perform services, deliver goods,
and pay bills.
Counsel to the Debtors:
Charles A. Beckham, Jr., Esq.
Patrick L. Hughes, Esq.
Kelli S. Norfleet, Esq.
HAYNES AND BOONE, LLP
1221 McKinney Street, Suite 4000
Houston, TX 77010
Telephone: 1 (713) 745-2000
E-mail: Charles.Beckham@HaynesBoone.com
Patrick.Hughes@HaynesBoone.com
Kelli.Norfleet@HaynesBoone.com
- and -
Dennis F. Dunne, Esq.
Samuel A. Khalil, Esq.
Benjamin M. Schak, Esq.
MILBANK LLP
55 Hudson Yards
New York, NY 10001
Telephone: 1 (212) 530-5000
E-mail: DDunne@Milbank.com
SKhalil@Milbank.com
BSchak@Milbank.com
About Incora
Incora -- http://www.incora.com/-- is the trade name for the group
of companies formed by Wesco Aircraft and Pattonair, a provider of
comprehensive supply chain management services to the global
aerospace and other industries. Beginning with a strong foundation
in aerospace and defense, Incora also utilizes its supply chain
expertise to serve industrial manufacturing, marine, pharmaceutical
and beyond. Incora incorporates itself into customers' businesses,
managing all aspects of supply chain from procurement and inventory
management to logistics and on-site customer services. The company
is headquartered in Fort Worth, Texas, with a global footprint that
includes 68 locations in 17 countries and more than 3,800
employees.
Wesco Aircraft Holdings, Inc., doing business as Incora, and 43
affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead
Case No. 23-90611) on June 1, 2023.
Wesco Aircraft estimated assets and debt of $1 billion to $10
billion as of the bankruptcy filing.
The Debtors tapped Milbank, LLP and Haynes and Boone, LLP as
bankruptcy counsels; PJT Partners, Inc. as investment banker;
Alvarez & Marsal North America, LLC as restructuring advisor; and
Quinn Emanuel Urquhart & Sullivan, LLP as special litigation and
conflicts counsel. Kurtzman Carson Consultants, 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 McDermott Will & Emery, LLP and Morrison Foerster,
LLP as its counsel; Piper Sandler & Co. as investment banker; and
Province, LLC as financial advisor.
WESTERN DENTAL: $490MM Bank Debt Trades at 28% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Western Dental
Services Inc is a borrower were trading in the secondary market
around 72.3 cents-on-the-dollar during the week ended Friday, June
7, 2024, according to Bloomberg's Evaluated Pricing service data.
The $490 million Term loan facility is scheduled to mature on
August 18, 2028. The amount is fully drawn and outstanding.
Western Dental Services, Inc., a dental and oral health maintenance
organization, provides dental and oral health care services in
California, Arizona, Nevada, and Texas. Western Dental Services,
Inc. operates as a subsidiary of Premier Dental Services Inc.
WHITEHEAD ESTATES: Hires Kantrow Law Group as Bankruptcy Counsel
----------------------------------------------------------------
Whitehead Estates, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire The Kantrow Law
Group, PLLC as its counsel.
The firm's services include:
a) analysis of the financial condition, and rendering advice
and assistance to the Debtor in determining whether to file a
petition for relief under chapter 11 of the Bankruptcy Code;
b) preparation of and filing the petition, schedules,
statement of affairs and other necessary documents;
c) representation of the Debtor as the meeting of creditors;
d) preparation of motions, documents and application in
connection with the administration of the case; and
e) provision of legal advice to the Debtor in connection with
all matters pending before the Court.
The firm will be paid at these rates:
Associates $345 per hour
Partners $635 per hour
Paralegal $100 per hour
The firm received a retainer in the amount of $20,000.
Fred S. Kantrow, Esq., a partner at The Kantrow Law Group, PLLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Fred S. Kantrow, Esq.
The Kantrow Law Group, PLLC
732 Smithtown Bypass, Suite 101
Smithtown, NY 11787
Phone: (516) 703-3672
Email: fkantrow@thekantrowlawgroup.com
About Whitehead Estates, LLC
Whitehead Estates owns 48 residential units located at 150-180
Earle St, Hartford, CT having an appraised value of $4.5 million.
Whitehead Estates, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
24-42200) on May 27, 2024, listing $4,450,000 in assets and
$7,399,034 in liabilities. The petition was signed by Chrisone
Anderson as managing member.
Judge Nancy Hershey Lord presides over the case.
Fred S Kantrow, Esq. at The Kantrow Law Group, PLLC represents the
Debtor as counsel.
WISCONSIN & MILWAUKEE: Hires Allen & Associates as Appraiser
------------------------------------------------------------
Wisconsin & Milwaukee Hotel LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Wisconsin to employ
Allen & Associates as appraiser.
The Debtor owns and operates the Milwaukee Marriott Downtown, a
205-room full-service, high-end hotel located at 625 N. Milwaukee
Street, Milwaukee.
Allen & Associates are to appraise the Hotel and provide a market
value for purposes of the Property Tax Appeal.
The firm will render these services:
a. conduct a site visit of the Hotel for interior and exterior
observations;
b. determine market value as defined by Wisconsin Courts of a
combination of valuation approaches necessary to develop a credible
opinion; and
c. deliver an electronic Appraisal Report (Final Appraisal
Report) for the value of the Hotel for the dates of 1/1/2022,
1/1/2023, and current value.
Allen & Associates will be compensated a total fee of $15,000, of
which $7,500 is to be paid as a retainer before services are
rendered, and the remaining $7,500 of which is to be paid
upon completion of the Final Appraisal Report.
Laurence Allen, founding member of Allen & Associates, attests that
the firm is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached at:
Laurence G. Allen, MAI, CFA
Allen & Associates
500 Stephenson Highway, Suite 340
Troy, MI 48083
Telephone: (248) 433-9630
Facsimile: (248) 433-1314
About Wisconsin & Milwaukee Hotel LLC
Wisconsin & Milwaukee Hotel LLC sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. Wisc. Case No. 24-21743)
on April 9, 2024. In the petition signed by Mark Flaherty, as
manager, the Debtor disclosed up to $50 million in both assets and
liabilities.
Judge G. Michael Halfenger oversees the case.
Michael P. Richman, Esq., at RICHMAN & RICHMAN LLC, represents the
Debtor as legal counsel.
WISCONSIN & MILWAUKEE: Hires Eisner Advisory as Financial Advisor
-----------------------------------------------------------------
Wisconsin & Milwaukee Hotel LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Wisconsin to employ
Eisner Advisory Group LLC as its financial advisor.
The firm will render these services:
a. assist the Debtor in negotiations with various
stakeholders;
b. assist the Debtor with its liquidity, financial,
operational and strategic planning, with preparation of related
financial information and reports;
c. assist the Debtor with financial administrative matters in
the Chapter 11 Case;
d. assist counsel, as may be requested, with the preparation
of Court motions in the Chapter 11 Case;
e. assist with compliance with the reporting requirements of
the Bankruptcy Code, Bankruptcy Rules and local rules, including
but not limited to preparation of the monthly operating reports,
Schedules of Assets and Liabilities, and Statements of Financial
Affairs;
f. participate in Court hearings in the Chapter 11 Case and,
if requested, provide testimony in connection with any hearings
before the Court, such as cash collateral/DIP financing, and
confirmation of a proposed plan of reorganization;
g. assist counsel, as may be requested, with the analysis and
reconciliation of claims against the company and the determination
and prosecution of bankruptcy avoidance actions; and
h. prepare cash flow budgeting and management, support
development of projections and financial data, and provide such
other oversight of the Hotel's management as may be requested by
counsel in relation to the Debtor's ongoing operations and efforts
to confirm a proposed plan of reorganization.
The firm will be paid at these rates:
Deborah Friedland $650/hr.
Other Partners / Directors $560/hr. - $650/hr.
Managers/Senior Managers $360/hr. - $520/hr.
Paraprofessionals /Staff $195/hr. - $330/hr.
Deborah Friedland, managing director in Eisner Advisory, attests
that the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Deborah Friedland
Eisner Advisory Group LLC
One Logan Square
130 North 18th Street, Suite 3000
Philadelphia, PA 19103
Phone: (215) 881-8800
About Wisconsin & Milwaukee Hotel LLC
Wisconsin & Milwaukee Hotel LLC sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. Wisc. Case No. 24-21743)
on April 9, 2024. In the petition signed by Mark Flaherty, as
manager, the Debtor disclosed up to $50 million in both assets and
liabilities.
Judge G. Michael Halfenger oversees the case.
Michael P. Richman, Esq., at RICHMAN & RICHMAN LLC, represents the
Debtor as legal counsel.
WITMAN PENSION: Seeks to Hire Gamberg & Abrams as Legal Counsel
---------------------------------------------------------------
Witman Pension Consulting L.L.C. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire Law
Firm of Gamberg & Abrams as counsel.
The firm will render these services:
(a) advise the Debtor with respect to their powers and duties
as debtor and debtor-in-possession in the continued management and
operation of his business and properties;
(b) attend meetings and negotiate with representatives of
creditors and other parties-in-interest and advise and consult on
the conduct of the cases, including all of the legal and
administrative requirements of operating in Chapter 11;
(c) advise the Debtor on matters relating to the evaluation of
the assumption, rejection or assignment of unexpired leases and
executory contracts;
(d) provide advice to the Debtor with respect to legal issues
arising in or relating to the Debtor's ordinary course of
business;
(e) take all necessary action to protect and preserve the
Debtor's estates;
(f) prepare on behalf of the Debtor all motions, applications,
answers, orders, reports and papers necessary to the administration
of the estate;
(g) negotiate and prepare on the Debtor's behalf a plan of
reorganization, disclosure statement and all related agreements
and/or documents, and take any necessary action on behalf of the
Debtor to obtain confirmation of such plan;
(h) attend meetings with third parties and participate in
negotiations with respect to the above matters;
(i) appear before this Court, any appellate courts, and the
U.S. Trustee, and protect the interests of the Debtor estate before
such courts and the U.S. Trustee; and
(j) perform all other necessary legal services and provide all
other necessary legal advice to the Debtors in connection with
these Chapter 11 cases.
The firm will be paid at these rates:
Thomas L. Abrams $500 per hour
Jared L. Gamberg $450 per hour
The firm will be paid a retainer in the amount of $15,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Thomas L. Abrams, Esq., a partner at Law Firm of Gamberg & Abrams,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Thomas L. Abrams, Esq.
Law Firm of Gamberg & Abrams
1213 S.E. Third Avenue, Second Floor,
Fort Lauderdale, FL 33316
Tel: (954) 523-0900
Fax: (954) 915-9016
Email: tabrams@tabramslaw.com
About Witman Pension Consulting
Witman Pension Consulting L.L.C. sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
24-15330) on May 30, 2024, listing up to $50,000 in assets and
$100,001 to $500,000 in liabilities.
Judge Peter D Russin presides over the case.
Thomas L. Abrams, Esq. and the law firm of Gamberg & Abrams
represents the Debtor as counsel.
WOODBRIDGE PARTNERS: Hires Kelly Hart & Hallman LLP as Attorney
---------------------------------------------------------------
Woodbridge Partners L.P. and its affiliates seek approval from the
U.S. Bankruptcy Court for the Northern District of Texas to hire
Kelly Hart & Hallman LLP as its attorney.
The firm's services include:
a. serve as counsel of record for the Debtors in all aspects
of these Chapter 11 cases;
b. preparing all necessary motions, applications, draft
orders, reports, and other papers in connection with the
administration of the Debtors' Chapter 11 estates;
c. taking all necessary actions in connection with a Chapter
11 plan, related disclosure statement(s) and all other related
documents, and such further actions as may be required in
connection with the confirmation of a plan of reorganization or
liquidation;
d. taking all necessary action to protect and preserve the
Debtors' estates; and
e. performing all other legal services for and on behalf of
the Debtors that may be necessary or appropriate in the
administration of the Chapter 11 case.
The firm will be paid at these rates:
Partners $425 to $950/hour
Associates $300 to $535/hour
Paralegals $170 to $305/hour
Kelly Hart provides the following responses to the questions set
forth in Part D of the Appendix B of the Revised UST Guidelines:
-- There were pre-petition voluntary reductions and discounts
provided in connection with certain services;
-- No Kelly Hart professional included in the engagement has
varied his rate based on the geographic location of the bankruptcy
case;
-- Kelly Hart represented the Debtors in various matters. The
billing rates during the 2023-2024 representation of the Debtors
were as follows: Nancy Ribaudo - $550 per hour; Katherine Hopkins -
$475 per hour; Joseph Austin - $305 per hour. The variance between
these rates in comparison to the actual 2023-2024 rates was the
result of voluntary reduction in hourly rates. The other financial
terms of the pre-petition employment have not materially changed;
and
-- Kelly Hart anticipates developing a proposed budget and
staffing plan to reasonably comply with the U.S. Trustee's request
for information and additional disclosures, as to which Kelly Hart
reserves all rights.
Katherine Hopkins, Esq., a partner at Kelly Hart & Hallman,
disclosed in a court filing that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Katherine T. Hopkins, Esq.
Kelly Hart & Hallman, LLP
201 Main Street, Suite 2500
Fort Worth, TX 76102
Tel: (817) 878-9377
Fax: (817) 878-9280
Email: katherine.hopkins@kellyhart.com
About Woodbridge Partners
Woodbridge Partners is engaged in activities relates to real
estate.
Woodbridge Partners sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 24-41520) on May 1,
2024. In the petition signed by William Brentlinger, president of
Seville Farms, Inc., general partner, the company disclosed up to
$10 million to $50 million in both assets and liabilities.
Kelly Hart & Hartman LLP represents the Debtor as counsel.
WOODBRIDGE PARTNERS: Taps Lain Faulkner & Co as Financial Advisor
-----------------------------------------------------------------
Woodbridge Partners L.P. and its affiliates seek approval from the
U.S. Bankruptcy Court for the Northern District of Texas to hire
Lain Faulkner & Co., P.C. as its financial advisors.
The firm's services include:
a. assistance in the preparation of the Debtors' Statement of
Financial Affairs and Schedule of Assets/Liabilities;
b. assistance in the preparation of the Debtors' Monthly
Operating Reports;
c. assistance in the accounting for all receipts and
disbursements from the estates and the preparation of all necessary
reports;
d. assistance in the Debtors' negotiations with its creditors
and other parties in interest;
e. assistance and/or preparation of a 13-week cash flow budget
and variance reports;
f. analysis of financial data necessary to obtain confirmation
of a plan of reorganization/liquidation or consummation of a
settlement; and
g. provision of other financial and accounting services as
identified by the Debtors.
The standard hourly rates for LainFaulkner are:
Directors $440 to $560
CPAs/Accounting Professionals $235 - $325
IT Professionals $300
Staff Accountants $195 - $270
Clerical and Bookkeepers $95 - $135
The firm received a retainer in the amount of $100,000.
Brian Crisp, director of LainFaulkner, attests that the firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached at:
Brian Crisp, CPA
Lain, Faulkner & Co., P. C.
400 North St. Paul Street # 600
Dallas, TX 75201
Phone: (214) 720-1929
About Woodbridge Partners
Woodbridge Partners is engaged in activities relates to real
estate.
Woodbridge Partners sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 24-41520) on May 1,
2024. In the petition signed by William Brentlinger, president of
Seville Farms, Inc., general partner, the company disclosed up to
$10 million to $50 million in both assets and liabilities.
Kelly Hart & Hartman LLP represents the Debtor as counsel.
WRANGLER HOLDCO: Moody's Rates New $500MM Sr. Unsecured Notes 'B3'
------------------------------------------------------------------
Moody's Ratings has assigned a B3 rating to the proposed US$500
million backed senior unsecured notes due 2032, issued by Wrangler
Holdco Corp., a 100% owned US domiciled subsidiary of GFL
Environmental Inc.'s (GFL). Wrangler Holdco Corp.'s rating outlook
is positive. The rest of the ratings, including GFL's B1 CFR and
positive outlook, are unchanged.
Proceeds from the company's proposed note issuance will be used to
pay down the $500 million senior secured notes due 2025. The
proposed notes rank pari passu with GFL's existing senior unsecured
notes and are fully and unconditionally guaranteed on a senior
unsecured basis by GFL and all of its material restricted
subsidiaries.
RATINGS RATIONALE
GFL's rating is constrained by: 1) its history of aggressive debt
financed acquisition growth which has led to financial leverage
(adjusted debt/EBITDA) remaining between 5x and 5.5x since its IPO
in March 2020; 2) the short time frame between acquisitions which
increases the potential for integration risks; and 3) GFL's
majority ownership by private equity firms, which may hinder
deleveraging.
The rating benefits from: 1) the company's growing and diversified
business model; 2) high recurring revenue supported by long term
contracts; 3) its good market position in the stable Canadian and
US nonhazardous waste industry; 4) growing EBITDA margins that
benefits from acquisition cost synergies and its vertically
integrated business model; and 5) good liquidity.
The positive outlook reflects Moody's expectation that GFL will
operate within their stated capital allocation policy and with
lower financial leverage such that adjusted debt/EBITDA will trend
towards 4.5x over the next 12-18 months. The positive outlook also
incorporates Moody's expectation of favorable pricing that will
temper volume pressures, growing free cash flow and good liquidity
over the next 12 to 18 months.
GFL has good liquidity (SGL-2). The sources total around C$1.5
billion compared to around C$10 million ($7 million) of mandatory
debt payments over the next 12 months. As of March 31, 2024, GFL
had cash of around C$70 million, around C$1 billion available under
its revolving credit facilities (expiring September 2027) and
Moody's expectation of around C$400 million of free cash flow
through June 2025. GFL's revolver is subject to a net leverage and
an interest coverage covenant, which Moody's expects will have
sufficient buffer over the next four quarters. If successful, the
proposed debt will reduce the refinancing risk in 2025 with the
proceeds being used to redeem the $500 million (June 2025) senior
secured notes with $750 million senior secured notes due August
2025 remaining.
The Ba3 ratings on the term loan and senior secured notes are one
notch above the CFR due to the senior debt's first priority
position, while the B3 rating on the senior unsecured notes is two
notches below the CFR due to the notes' junior position in the
capital structure.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if GFL continues to deliver solid
operating performance and demonstrates a commitment to maintain a
more conservative and predictable financial policy, such that
adjusted Debt/EBITDA steadily improves toward 4x and FFO plus
interest expense / interest expense increases to around 4x.
Moody's would also expect GFL to maintain a strong free cash flow
position and a good liquidity profile.
The ratings could be downgraded if liquidity weakens, possibly
caused by negative free cash flow, if there is a material and
sustained decline in operating margin due to challenges integrating
acquisitions or if adjusted debt/EBITDA is sustained above 5x.
The principal methodology used in these ratings was Environmental
Services and Waste Management published in May 2023.
GFL Environmental Inc., headquartered in Toronto, provides solid
waste and liquid waste collection, treatment and disposal solutions
and soil remediation services to municipal, industrial and
commercial customers in Canada and the US.
ZIONS BANCORPORATION: Moody's Affirms 'Ba1(hyb)' Pref. Stock Rating
-------------------------------------------------------------------
Moody's Ratings has affirmed the ratings and assessments of Zions
Bancorporation, National Association (Zions), including its
standalone Baseline Credit Assessment (BCA) and Adjusted BCA of
baa1, its long-term local currency deposit rating of A2, and its
long-term issuer rating of Baa2. The bank's long-term local and
foreign currency Counterparty Risk Ratings (CRRs) of Baa1 and the
long-term and short-term Counterparty Risk Assessments (CRA) of
A3(cr)/P-2(cr) were affirmed. The bank's P-1 short-term local
currency deposit rating and P-2 short-term local and foreign
currency CRRs were affirmed. Moody's Ratings also affirmed Zions
Bancorporation's local currency preferred stock non-cumulative
rating of Ba1 (hyb). Zions' long-term issuer rating and long-term
deposit rating outlooks remain stable.
RATINGS RATIONALE
The affirmation of the BCA and other assessments and ratings
reflects Zions' strong deposit franchise, sound asset quality and
favorable liquidity profile. Notwithstanding, the BCA also
incorporates the continuing drag on capital, funding and earnings
created by losses in Zions' securities book embedded in accumulated
other comprehensive income (AOCI). In addition, although Moody's
considers Zions' underwriting and exposure to CRE as slightly
better than many regional banking peers, the concentration of
assets in a loan category known for its volatility continues to be
viewed unfavorably.
Zions' capitalization, measured by tangible common equity (TCE) on
a Moody's-adjusted basis to risk-weighted assets (RWA) rose to
10.0% as of March 31, 2024 from 8.9% as of December 31, 2022.
Although the 110bps improvement in capitalization is a significant
improvement, the absolute level of capital remains a relative
weakness to the rating because of the bank's CRE concentration and
because Zions has a significant amount of unrealized losses on both
its available-for-sale (AFS) and held-to-maturity (HTM) securities
portfolios, amounting to 39% of its calculated TCE at December 31,
2023, a level that remains higher than many peers. Regulatory
capital does not account for unrealized losses on HTM securities
and does not account for unrealized AFS losses for a bank Zions'
size, however these still represented unrealized economic losses
for the bank.
Zions' funding and liquidity position are supportive to the rating.
The bank's use of market funding declined over the last year
following banking stress in the spring of 2023. Market funds as a
percentage of tangible assets declined to 6.4% as of March 31, 2024
from 14.6% a year earlier and 8.9% as of December 31, 2022.
Although the ratio has shown marked improvement, Moody's views the
reliance on short-term Federal Home Loan Bank (FHLB) borrowings and
the increased usage of brokered deposits as a credit negative
compared to peers with longer-term core deposit funding. Brokered
deposits were 7.9% of tangible banking assets as of March 31, 2024
compared to 1% as of 31 December 2022. Liquid banking assets as a
percentage of tangible banking assets was 26.7% as of March 31,
2024 down from 29.5% a year earlier and 30.7% as of December 31,
2022. Zions' mix of deposits above the FDIC's insurance threshold
declined to 44.3% as of December 31, 2023 from 52.5% a year
earlier. Positively, Zions' deposits are granular which reduces the
risk of large deposit outflows from single depositors. Zions'
cumulative cycle-to-date deposit beta was 38% as of March 31, 2024,
slightly better than peers.
Net income to tangible assets rose to 0.71% in the first quarter of
2024 from 0.59% in the fourth quarter of 2023, but is down from
0.93% in the first quarter of 2023. Zions' profitability has come
under pressure over the last year from deposit costs outpacing
yields on interest earning assets. Net interest margin was 2.85% in
the first quarter of 2024 compared to 3.25% in the first quarter of
2023, as the cost of total deposits rose to 2.06% from 0.47% over
the same period. Noninterest bearing deposits fell to 33.9% of
total deposits as of March 31, 2024 from 44.8% year over year,
further pressuring funding costs.
The bank's BCA also balances Zions' strong asset performance
against its concentration in CRE. During the more benign
low-interest-rate environment that prevailed for many years prior
to the onset of the Federal Reserve's rate-hike cycle, many
regional banks chose to build and maintain material concentrations
in CRE, which is a volatile asset class. As of March 31, 2024,
Zions' CRE concentration accounted for 2.3 times its TCE, one of
the higher levels among rated US banks, making it a key credit
challenge. In addition, construction loans as a percentage of TCE
was also sizable at 68%. Approximately 14% of Zions' non-owner
occupied CRE portfolio was in office properties, which is lower
than many peers and a credit positive. Multifamily (28% of CRE
loans), industrial (24%) and retail (11%) are Zions' three other
largest CRE concentrations. Notwithstanding these risks, asset
performance remains strong. Non-performing assets (NPAs) were 0.44%
of total loans and leases as of March 31, 2024 were annualized net
charge-offs were 4 basis points. Zions' allowance for credit losses
was 1.27% of total loans and leases at March 31, 2024.
OUTLOOK
The stable outlook reflects Moody's view that unrealized AOCI
losses will gradually recover as Zions' securities book matures and
as interest rates fall, and that Zions will continue to build its
TCE/ RWA ratio into the 10% to 11% range. The stable outlook also
reflects Moody's view that Zions' earnings will normalize to
historical levels, the bank's funding and liquidity will remain
supportive of the rating and Zions' will exhibit better-than-peer
asset quality.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Zions' ratings could be upgraded if the bank meaningfully lowers
its CRE concentration, sustains a TCE/RWA ratio comfortably above
11% and strengthens its funding profile. An upgrade would also be
contingent on the bank improving its earnings profile and revenue
diversification while maintaining better-than-peer asset quality.
Zions' ratings could be downgraded if the bank become more
concentrated in CRE, if asset quality metrics deteriorate or if it
is unable to maintain its TCE/RWA ratio above 10%. The ratings
could also be downgraded if Zions' reliance on market funding
grows, liquidity weakens or if the bank exhibits an increased risk
appetite.
The principal methodology used in these ratings was Banks
Methodology published in March 2024.
[^] BOND PRICING: For the Week from June 3 to 7, 2024
-----------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
2U Inc TWOU 2.250 54.601 5/1/2025
99 Cents Only Stores LLC NDN 7.500 5.000 1/15/2026
99 Cents Only Stores LLC NDN 7.500 5.000 1/15/2026
99 Cents Only Stores LLC NDN 7.500 5.000 1/15/2026
Acorda Therapeutics Inc ACOR 6.000 56.579 12/1/2024
Allen Media LLC / Allen
Media Co-Issuer Inc ALNMED 10.500 44.915 2/15/2028
Allen Media LLC / Allen
Media Co-Issuer Inc ALNMED 10.500 45.942 2/15/2028
Allen Media LLC / Allen
Media Co-Issuer Inc ALNMED 10.500 45.267 2/15/2028
American Airlines
2016-2 Class B Pass
Through Trust AAL 4.375 97.858 6/15/2024
American Airlines
2016-2 Class B Pass
Through Trust AAL 4.375 97.858 6/15/2024
Amyris Inc AMRS 1.500 2.999 11/15/2026
Anagram Holdings
LLC/Anagram
International Inc AIIAHL 10.000 0.750 8/15/2026
Anagram Holdings
LLC/Anagram
International Inc AIIAHL 10.000 0.750 8/15/2026
Anagram Holdings
LLC/Anagram
International Inc AIIAHL 10.000 0.750 8/15/2026
At Home Group Inc HOME 7.125 28.101 7/15/2029
At Home Group Inc HOME 7.125 28.101 7/15/2029
Audacy Capital Corp CBSR 6.750 3.875 3/31/2029
Audacy Capital Corp CBSR 6.500 3.875 5/1/2027
Audacy Capital Corp CBSR 6.750 3.375 3/31/2029
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Bank of New York
Mellon Corp/The BK 3.430 99.573 6/13/2025
Beasley Mezzanine
Holdings LLC BBGI 8.625 60.699 2/1/2026
Beasley Mezzanine
Holdings LLC BBGI 8.625 59.471 2/1/2026
Biora Therapeutics Inc BIOR 7.250 58.177 12/1/2025
Cano Health LLC CANHEA 6.250 0.125 10/1/2028
Cano Health LLC CANHEA 6.250 0.265 10/1/2028
Citigroup Global
Markets Holdings
Inc/United States C 0.750 99.722 6/7/2024
CommScope Inc COMM 8.250 50.332 3/1/2027
CommScope Inc COMM 8.250 49.003 3/1/2027
CommScope Technologies LLC COMM 5.000 44.277 3/15/2027
CommScope Technologies LLC COMM 5.000 43.783 3/15/2027
CorEnergy
Infrastructure Trust Inc CORR 5.875 70.500 8/15/2025
Curo Group Holdings Corp CURO 7.500 4.000 8/1/2028
Curo Group Holdings Corp CURO 7.500 23.000 8/1/2028
Curo Group Holdings Corp CURO 7.500 4.753 8/1/2028
Cutera Inc CUTR 2.250 19.500 6/1/2028
Cutera Inc CUTR 2.250 33.286 3/15/2026
Cutera Inc CUTR 4.000 17.664 6/1/2029
DIRECTV Holdings
LLC / DIRECTV
Financing Co Inc DTV 6.350 15.672 3/15/2040
Danimer Scientific Inc DNMR 3.250 17.000 12/15/2026
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 2.000 8/15/2026
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 6.625 1.875 8/15/2027
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 3.000 8/15/2026
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 2.072 8/15/2026
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 2.072 8/15/2026
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 6.625 1.873 8/15/2027
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 2.300 8/15/2026
Endo Finance LLC /
Endo Finco Inc ENDP 5.375 5.000 1/15/2023
Endo Finance LLC /
Endo Finco Inc ENDP 5.375 5.000 1/15/2023
Energy Conversion Devices ENER 3.000 0.762 6/15/2013
Enviva Partners LP /
Enviva Partners
Finance Corp EVA 6.500 45.000 1/15/2026
Enviva Partners LP /
Enviva Partners
Finance Corp EVA 6.500 42.494 1/15/2026
Exela Intermediate
LLC / Exela
Finance Inc EXLINT 11.500 29.000 7/15/2026
Exela Intermediate
LLC / Exela
Finance Inc EXLINT 11.500 21.875 7/15/2026
Federal Home Loan Banks FHLB 0.400 99.370 6/7/2024
Federal Home Loan Banks FHLB 0.375 99.859 6/7/2024
Federal Home Loan Banks FHLB 0.750 97.630 7/8/2024
Federal Home Loan Banks FHLB 0.900 99.723 6/10/2024
Federal Home Loan Banks FHLB 0.875 99.312 6/14/2024
Federal Home Loan Banks FHLB 0.900 99.723 6/10/2024
Federal Home Loan Banks FHLB 0.400 99.717 6/10/2024
Federal Home Loan Banks FHLB 0.400 99.886 6/7/2024
Federal Home Loan Banks FHLB 0.350 99.372 6/7/2024
Federal Home Loan
Mortgage Corp FHLMC 3.050 99.389 6/7/2024
Federal Home Loan
Mortgage Corp FHLMC 3.125 99.759 6/7/2024
First Republic Bank/CA FRCB 4.375 4.418 8/1/2046
First Republic Bank/CA FRCB 4.625 3.892 2/13/2047
Fisker Inc FSRN 2.500 0.010 9/15/2026
Ford Motor Credit Co LLC F 5.400 98.598 6/20/2024
GNC Holdings Inc GNC 1.500 0.833 8/15/2020
Goldman Sachs Group Inc/The GS 0.850 99.805 6/7/2024
Goodman Networks Inc GOODNT 8.000 5.000 5/11/2022
Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022
H-Food Holdings
LLC / Hearthside
Finance Co Inc HEFOSO 8.500 8.750 6/1/2026
H-Food Holdings
LLC / Hearthside
Finance Co Inc HEFOSO 8.500 8.355 6/1/2026
Hallmark Financial Services HALL 6.250 14.187 8/15/2029
Homer City Generation LP HOMCTY 8.734 38.750 10/1/2026
Hughes Satellite Systems SATS 6.625 39.513 8/1/2026
Hughes Satellite Systems SATS 6.625 39.593 8/1/2026
Hughes Satellite Systems SATS 6.625 39.593 8/1/2026
Inseego Corp INSG 3.250 46.000 5/1/2025
Invacare Corp IVC 4.250 1.002 3/15/2026
Invitae Corp NVTA 2.000 87.500 9/1/2024
JPMorgan Chase Bank NA JPM 2.000 86.962 9/10/2031
Karyopharm Therapeutics Inc KPTI 3.000 64.741 10/15/2025
Kohl's Corp KSS 10.750 103.235 5/15/2025
Ligado Networks LLC NEWLSQ 15.500 15.000 11/1/2023
Ligado Networks LLC NEWLSQ 15.500 14.625 11/1/2023
Ligado Networks LLC NEWLSQ 17.500 3.000 5/1/2024
Lightning eMotors Inc ZEVY 7.500 1.429 5/15/2024
Luminar Technologies Inc LAZR 1.250 34.418 12/15/2026
MBIA Insurance Corp MBI 16.850 5.250 1/15/2033
MBIA Insurance Corp MBI 16.850 4.942 1/15/2033
Macy's Retail Holdings LLC M 6.700 83.526 7/15/2034
Macy's Retail Holdings LLC M 6.900 89.472 1/15/2032
Mashantucket Western
Pequot Tribe MASHTU 7.350 50.000 7/1/2026
Millennium Escrow Corp CFIELD 6.625 51.611 8/1/2026
Millennium Escrow Corp CFIELD 6.625 51.064 8/1/2026
Morgan Stanley MS 4.153 98.875 6/7/2024
Morgan Stanley MS 1.800 75.861 8/27/2036
NanoString Technologies Inc NSTG 2.625 74.831 3/1/2025
Office Properties
Income Trust OPI 4.500 77.411 2/1/2025
Photo Holdings Merger Sub SFLY 8.500 47.373 10/1/2026
Photo Holdings Merger Sub SFLY 8.500 47.373 10/1/2026
Polar US Borrower
LLC / Schenectady
International Group Inc SIGRP 6.750 27.750 5/15/2026
Polar US Borrower
LLC / Schenectady
International Group Inc SIGRP 6.750 26.000 5/15/2026
Qwest Capital Funding Inc QWECOM 6.875 36.346 7/15/2028
Rackspace Technology
Global Inc RAX 5.375 27.233 12/1/2028
Rackspace Technology
Global Inc RAX 3.500 30.000 2/15/2028
Rackspace Technology
Global Inc RAX 3.500 29.627 2/15/2028
Rackspace Technology
Global Inc RAX 5.375 26.906 12/1/2028
Renco Metals Inc RENCO 11.500 24.875 7/1/2003
Rite Aid Corp RAD 8.000 45.000 11/15/2026
Rite Aid Corp RAD 7.500 45.000 7/1/2025
Rite Aid Corp RAD 7.700 2.625 2/15/2027
Rite Aid Corp RAD 8.000 44.819 11/15/2026
Rite Aid Corp RAD 6.875 4.335 12/15/2028
Rite Aid Corp RAD 7.500 44.688 7/1/2025
Rite Aid Corp RAD 6.875 4.335 12/15/2028
RumbleON Inc RMBL 6.750 61.186 1/1/2025
SVB Financial Group SIVB 3.500 67.000 1/29/2025
SVB Financial Group SIVB 4.700 1.000 N/A
SVB Financial Group SIVB 4.250 0.730 N/A
SVB Financial Group SIVB 4.000 1.500 N/A
SVB Financial Group SIVB 4.100 1.500 N/A
Shift Technologies Inc SFT 4.750 0.380 5/15/2026
Spanish Broadcasting
System Inc SBSAA 9.750 47.933 3/1/2026
Spanish Broadcasting
System Inc SBSAA 9.750 47.756 3/1/2026
Spirit Airlines Inc SAVE 1.000 50.815 5/15/2026
Spirit Airlines Inc SAVE 4.750 73.000 5/15/2025
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
Tricida Inc TCDA 3.500 9.621 5/15/2027
Uniti Fiber Holdings Inc UNIT 4.000 99.216 6/15/2024
Veritone Inc VERI 1.750 36.750 11/15/2026
Virgin Galactic Holdings Inc SPCE 2.500 31.500 2/1/2027
Voyager Aviation Holdings VAHLLC 8.500 15.626 5/9/2026
Voyager Aviation Holdings VAHLLC 8.500 15.626 5/9/2026
Voyager Aviation Holdings VAHLLC 8.500 15.626 5/9/2026
WeWork Cos LLC /
WW Co-Obligor Inc WEWORK 5.000 2.500 7/10/2025
WeWork Cos LLC /
WW Co-Obligor Inc WEWORK 5.000 2.000 7/10/2025
WeWork Cos US LLC WEWORK 15.000 4.000 8/15/2027
WeWork Cos US LLC WEWORK 11.000 1.000 8/15/2027
WeWork Cos US LLC WEWORK 15.000 3.910 8/15/2027
WeWork Cos US LLC WEWORK 11.000 1.004 8/15/2027
WeWork Cos US LLC WEWORK 12.000 1.229 8/15/2027
Wesco Aircraft Holdings Inc WAIR 9.000 11.865 11/15/2026
Wesco Aircraft Holdings Inc WAIR 13.125 2.468 11/15/2027
Wesco Aircraft Holdings Inc WAIR 13.125 2.468 11/15/2027
Wesco Aircraft Holdings Inc WAIR 9.000 11.865 11/15/2026
Wheel Pros Inc WHLPRO 6.500 22.435 5/15/2029
Wheel Pros Inc WHLPRO 6.500 22.435 5/15/2029
Wintrust Financial Corp WTFC 5.000 100.000 6/13/2024
fuboTV Inc FUBO 3.250 56.500 2/15/2026
iHeartCommunications Inc IHRT 8.375 44.154 5/1/2027
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2024. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
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