/raid1/www/Hosts/bankrupt/TCR_Public/240611.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, June 11, 2024, Vol. 28, No. 162
Headlines
1174 MAZEL: Unsecureds Will Get 100% of Claims in Plan
344 SOUTH STREET: Unsecureds Owed $658K to Split $3K in Plan
703 BAKERY: Mark Politan Named Subchapter V Trustee
9 VANDAM: Public Sale Auction Slated for June 27
AC FABRICATION: Unsecureds Will Get 4.06% of Claims over 36 Months
AGEAGLE AERIAL: Reports Net Loss of $6.3MM in Q1 2024
ALTAGAS LTD: S&P Alters Outlook to Neg, Affirms 'BB' Jr Debt Rating
BARTLEY INVESTMENTS: Ruediger Mueller Named Subchapter V Trustee
BEARY GOOD: Michael Brummer Named Subchapter V Trustee
BEARY GOOD: Seeks Cash Collateral Access on Final Basis
BECKER INC: Seeks Cash Collateral Access Thru July 31
BETANXT INC: S&P Alters Outlook to Stable, Affirms 'B-' ICR
BETH ISRAEL: Mount Sinai Submits New Closure Plan
BKDJ INVESTMENT: Lucy Sikes Named Subchapter V Trustee
BLOCKFI INC: Pays $150,000 Civil Penalty in Bond Fight
BYJU'S ALPHA: Seeks to Extend Plan Exclusivity to September 30
BYJU'S ALPHA: Term Loan Guarantors Placed in Bankruptcy
CALAMP CORP: Seeks Cash Collateral Access
CANO HEALTH: Fine-Tunes Plan Documents
CANO HEALTH: June 28 Chapter 11 Plan Confirmation Hearing Set
CARTER BURKS: Unsecureds to Get Share of Income for 3 Years
CENTER FOR ALLERGIC: Unsecureds to Recover 100% over 60 Months
CENTERPOINT RADIATION: Court OKs Deal on Cash Collateral Access
CHAPIN DAIRY: Court OKs Affiliate's Deal on Cash Collateral Access
CHARGE ENTERPRISES: Suit Says Former Execs Hid Liquidity Issues
CIDARA THERAPEUTICS: Reports Net Loss of $10.3MM in Q1 2024
CIRTRAN CORP: Posts $518,088 Net Loss in Q1 2024
CITY BREWING: Moody's Alters Outlook on 'Caa2' CFR to Positive
CITY TRUST: U.S. Trustee Unable to Appoint Committee
CLOUD DIAGNOSTICS: Files NOI to Make Bankruptcy Proposal
COCO SUSHI: U.S. Trustee Unable to Appoint Committee
COLORADO FOOD: Amends Several Secured & Unsecured Claims Pay
CONNECT HOLDING II: Fitch Lowers LongTerm IDR to 'CCC-'
CORE SCIENTIFIC: Trinity Completes Liquidation of Shares
CV SCIENCES: Reports Net Loss of $628,000 in Q1 2024
DB WEBSTER: Seeks to Tap Fuqua & Associates as Bankruptcy Counsel
DERMATOLOGY INTERMEDIATE: Moody's Cuts CFR & Sr. Secured Debt to B3
DIOCESE OF FRESNO: Seeks Chapter 11 Bankruptcy Protection
DISH DBS: Posts $385.5MM Net Income in Q1 2024
DIVERSIFIED MASONRY: Seeks Cash Collateral Access
DNC AND TCPA: Seeks to Hire Cimino Law Office as Legal Counsel
DS ADMIRAL: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
DULIN FAMILY: Files Emergency Bid to Use Cash Collateral
DULIN FAMILY: Seeks to Hire Evans & Mullinix as Legal Counsel
EBURY STREET: Bankruptcy Administrator Unable to Appoint Committee
EL DORADO SENIOR: Lisa Holder Named Subchapter V Trustee
ENSERVCO CORP: Reports $740,000 Net Income in Q1 2024
EVERLASTING TRUCKING: Gets OK to Hire Rehan N. Khawaja as Counsel
EXPRESS INC: Wins Loan OK, Signs Deal With Consortium
FARADAY FUTURE: Warns of Possible Bankruptcy
FIG & FENNEL: Seeks to Hire Pennant Financial as Credit Broker
FIRSTBANK PUERTO: Fitch Hikes LongTerm IDR to 'BB+', Outlook Stable
FRANCISCAN FRIARS: Claims Filing Deadline Set for July 19
FTX GROUP: Former Auditor Faces Independence Rules Lawsuit of SEC
GALLERIA 2425: Updates Classes 3 & 4 Secured Claims Details
GANNETT HOLDINGS: Fitch Affirms 'B' LongTerm IDR, Outlook Negative
GENESIS GLOBAL: Returns $2.2-Bil. of Digital Assets in Chapter 11
GT GIST PROPERTIES: Case Summary & One Unsecured Creditor
GULLY BOYZ: Continued Operations to Fund Plan Payments
HAMEL TRUCKING: Claims to be Paid From Disposable Income
HARRAH LAND: Stephen Moriarty Named Subchapter V Trustee
HERITAJE BNB: Unsecureds Will Get 10% of Claims over 60 Months
HERTZ CORP: Searches for Financing Options After Facing Losses
HOMETOWN LENDERS: Seeks to Hire Heard Ary & Dauro as Legal Counsel
INCA ONE: Commences CCAA Proceedings Following Loan Default
INFOVINE INC: Amends Commercial Capital Secured Claims Pay
INTELGENX TECHNOLOGIES: Court Approves Implementation of SISP
IQOR HOLDINGS: S&P Places 'CCC' ICR on CreditWatch Positive
IQSTEL INC: Reports $580,216 Net Loss in Q1 2024
IXS HOLDINGS: S&P Upgrades ICR to 'B-' on Improved Performance
KIDKRAFT INC: Seeks to Tap SierraConstellation as Financial Advisor
KOLOGIK LLC: Court OKs Cash Collateral Access on Final Basis
KP2 LLC: Property Sale Proceeds to Fund Plan Payments
LAVIE CARE: Seeks Cash Collateral Access, 20MM DIP Loan From OHI
LE PETIT PETOU: Jolene Wee Named Subchapter V Trustee
LIVINGSTON TOWNSHIP: Plan Exclusivity Period Extended to June 20
LOYALTY VENTURES: AWF Virtually Writes Off $1.5 Million Loan
MAXEON SOLAR: 'Going Concern' Warning Issued
MAYJAD CORP: Seeks Cash Collateral Access
MAYJAD CORP: Seeks to Tap Smith Ortiz as Bankruptcy Counsel
MAYJAD CORPORATION: Robert Handler Named Subchapter V Trustee
MEGA SUNSET: Seeks Cash Collateral Access
MIDWEST DOUGH: Court OKs Interim Cash Collateral Access
MONDORIVOLI LLC: Seeks to Hire Bonnie Bell Bond as Legal Counsel
NEXSTAR MEDIA: Moody's Affirms 'Ba3' CFR, Outlook Stable
NOEL RUIZ NURSERY: U.S. Trustee Unable to Appoint Committee
NOVA LIFESTYLE: Posts $1.46MM Net Loss in Q1 2024
ONE FAT FROG: Hits Chapter 11 Bankruptcy Protection
OVIEDO-CLERMONT ROOFING: Gets OK to Hire Latham Luna as Counsel
PAIN MEDICINE: Dennis Perrey Named Subchapter V Trustee
PAIN MEDICINE: Seeks to Hire KC Cohen Lawyer as Bankruptcy Counsel
PAP OIL GROUP: Unsecureds Will Get 100% of Claims over 5 Years
PARK 151 CS: Stephen Moriarty Named Subchapter V Trustee
PEGRUM CREEK: Seeks to Tap Thompson Burton as Bankruptcy Counsel
PHILADELPHIA ORTHODONTICS: Mogavero Named Subchapter V Trustee
PIONEER HEALTH: Unsecureds to Split $7M in Subchapter V Plan
PLANET GREEN: Posts $1.1MM Net Loss for Quarter Ended March 31
PLURALSIGHT INC: Moves Its Assets from Private Lenders
PREMIER DENTAL: S&P Downgrades ICR to 'CC', Outlook Negative
RBSF CONSTRUCTION: Holly Miller Named Subchapter V Trustee
REKOR SYSTEMS: Reports Net Loss of $18.6MM in Q1 2024
RESONETICS LLC: Moody's Cuts Rating on 1st Lien Bank Loans to B3
RITE AID: $425MM Bank Debt Trades at 54% Discount
RITE AID: Judge Extends Chapter 11 Timeline for Addt'l Plan Review
RITE AID: Seeks Additional $75MM DIP Loan From BofA
RIVERSIDE MILK: Creditors to Get Proceeds From Liquidation
RJQ COMPANIES: Seeks Cash Collateral Access
RNB MERCHANDISE: Unsecureds to Recover 2% of Claims in Plan
ROOFSMITH RESTORATION: Gibbons Named Subchapter V Trustee
ROSEN FAMILY: Seeks to Hire Calaiaro Valencik as Legal Counsel
RUBIO'S RESTAURANTS: Files for Chapter 11 to Facilitate Sale
RX DISCOUNT: Court OKs Cash Collateral Access Thru June 30
SABERT CORP: Moody's Rates Repriced 1st Lien Term Loan 'B2'
SABERT CORP: S&P Upgrades ICR to 'B+' on Further Debt Repayment
SEMINOLE HARD: Moody's Affirms 'B1' CFR, Outlook Remains Stable
SERENE DISTRICT: July 19 Bid Deadline for Wylie Property
SKC PROPERTIES: U.S. Trustee Unable to Appoint Committee
ST. CHRISTOPHER'S: Appointment of Creditors' Committee Sought
STRATEGIC PORK: Mary Sieling Named Subchapter V Trustee
SYNAPSE FINANCIAL: Court OKs Appointment of Chapter 11 Trustee
TAPATIO KISSIMMEE: Unsecureds Will Get 100% of Claims over 5 Years
TEGNA INC: Moody's Affirms 'Ba3' CFR & Alters Outlook to Negative
TERRAFORM LABS: Fee Examiner Taps Bielli & Klauder as Legal Counsel
TERRAFORM LABS: Reaches 'Settlement in Principle' With SEC on Suit
THEMIS CHIMNEY: Seeks to Hire Frances Caruso as Bookkeeper
THEMIS CHIMNEY: Seeks to Hire Pick & Zabicki as Legal Counsel
TILI LOGISTICS: Case Summary & 20 Largest Unsecured Creditors
TRI-STATE SOLUTIONS: Seeks Cash Collateral Access
TRINITY LEGACY: Seeks Continued Cash Collateral Access
TRP BRANDS: Plan Exclusivity Period Extended to September 29
TRUENORTH PROJECTS: June 14 Public Sale Auction Set
TRULEUM INC: Posts $515,280 Net Loss in Q1 2024
UNIVERSAL SEATING: Gets OK to Tap Rehan N. Khawaja as Legal Counsel
URGENTPOINT INC: Hires Whiteford Taylor & Preston as Co-Counsel
VANBARTON GROUP: Defaults on Its $90-Million Midtown Office Loan
VENEZUELA: PDVH Shares Up for Sale; June 11 Bid Deadline Set
VESTOGE FREDERICK: Plan Exclusivity Period Extended to August 19
VILLAGE OAKS SENIOR: Lisa Holder Named Subchapter V Trustee
VYAIRE MEDICAL: Case Summary & 30 Largest Unsecured Creditors
WATCO COMPANIES: Fitch Assigns 'B' LongTerm IDR, Outlook Stable
WELCOME GROUP: Plan Exclusivity Period Extended to October 31
WEWORK INC: Gets Court Clearance to Exit Chapter 11 Bankruptcy
WINCHESTER REAL: Files Amendment to Disclosure Statement
WINDSOR TERRACE: Plan Exclusivity Period Extended to June 20
WORKINGLIVE TECHNOLOGIES: Unsecureds to Split $36K in 9 Quarters
WYTEC INTL: Reports Net Loss of $1.4MM in Q1 2024
XPLOR T1: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
XPLOR TECHNOLOGIES: Moody's Assigns First Time 'B3' CFR
YZ ENTERPRISE: Seeks to Tap Diller and Rice as Bankruptcy Counsel
[*] Brands That Announced Store Closures in 2024
[*] Iron Gate Motor Condominium Up for Sale on July 18
[*] U.S. Distressed M&A Volumes Increased
[^] Large Companies with Insolvent Balance Sheet
*********
1174 MAZEL: Unsecureds Will Get 100% of Claims in Plan
------------------------------------------------------
1174 Mazel LLC, filed with the U.S. Bankruptcy Court for the
Eastern District of New York a Disclosure Statement for Plan of
Reorganization dated May 21, 2024.
The Debtor was established for the primary purposes of acquiring,
selling, and managing real estate properties. The sole asset held
by the Debtor is a real property situated at 1174 41st Street,
Brooklyn, NY (the "Property").
The Debtor acquired title to the Property through the highest bid
at a sheriff's auction, receiving a Sheriff's Deed dated December
3, 2010, which was duly recorded on March 22, 2011. At the time of
acquisition, the Property was encumbered by a mortgage held by
LoanCare with an outstanding balance of $970,799. The mortgage was
in default, and foreclosure proceedings were instituted under Index
No. 2419/2009.
In earnest attempts to resolve the outstanding mortgage debt, the
Debtor diligently pursued multiple offers to the lender, proposing
payments equivalent to the Property's current market value. These
efforts, known as "short sale" offers, were summarily rebuffed
without any constructive dialogue from the lender's side.
Consequently, the mortgage persists as a burden on the Property,
with the looming threat of foreclosure serving as the catalyst for
the present bankruptcy proceedings.
The Debtor foresees full payment on the Effective Date for all
Statutory Fees, Administrative Claims, and all Classes (Class 1 to
Class 4). A plan encompassing 100% payment for all creditors is
proposed. Debtor has initiated the filing of a condominium offering
plan with the Real Estate Finance Bureau and is actively pursuing
approval, with expectations of clearance within one to eight
weeks.
Upon approval, Debtor will proceed to market Apartment A-1 for
public sale, estimated to be valued at approximately $1.5 million.
Proceeds from the sale will be used to reinstate the loan with
LoanCare, either as a successor in interest or through the original
mortgagor, which has already given its consent to the Debtor. In
addition, Debtor intends to lease out Apartment A-3 to generate
income for servicing future debts.
Class 3 consists of General Unsecured Claims, which have been
submitted in the Debtor's schedules and/or for which proofs of
claims have been filed in the Court's Claims Register. Each holder
of an Allowed Class 3 General Unsecured Claim will receive
Available Cash after all payments to Class 1 Claims, Class 2
Claims, Statutory Fees and Administrative Claims, with simple
interest, if required, from the Petition Date. The Debtor estimates
that the amount of Allowed general Unsecured Claims will be
$65,000. This Class will receive a distribution of 100% of their
allowed claims.
Class 4 consists of the holders of Interests in the Debtor. Holders
of Allowed Class 4 Interests shall continue to retain and maintain
such Interests in the Debtor and the Post-Confirmation Debtor
assets following Confirmation of the Plan. Additionally, to the
extent that there is any Available Cash after full payment of all
Statutory Fees, Administrative Claims, Class 1 Claims, Class 2
Claims, Class 3 Claims, the holders of the Allowed Class 4
Interests shall receive such remaining Available Cash, pro rata, in
accordance with their respective percentage interests in the
Debtor.
The Plan provides for partial liquidation of the Debtor by one
apartment of the subject Property through a private sale to
generate proceeds to pay all Allowed Claims.
A full-text copy of the Disclosure Statement dated May 21, 2024 is
available at https://urlcurt.com/u?l=kSJTVD from PacerMonitor.com
at no charge.
Attorney for the Debtor:
MCKINLEY ONUA & ASSOCIATES
Nnenna Onua, Esq.
26 Court Street, Suite 300
Brooklyn, NY 11242
Phone: (718) 522-0236
About 1174 Mazel LLC
1174 Mazel LLC was established for the primary purposes of
acquiring, selling, and managing real estate properties.
The Debtor sought protection for relief under Chapter 7 of the
Bankruptcy Code (Bankr. E.D. N.Y. Case No. 23-40790) on March 8,
2024. On Oct. 12, 2023, the Court converted Debtor's Chapter 7 case
into a Chapter 11 case. At the time of filing, the Debtor estimated
$1,000,001-$10 million in both assets and liabilities. The petition
was signed by Nuchem Aber as member.
Nnenna Okike Onua, Esq. at Mckinley Onua & Associates, PLLC
represents the Debtor as counsel.
344 SOUTH STREET: Unsecureds Owed $658K to Split $3K in Plan
------------------------------------------------------------
344 South Street Corporation submitted a Second Amended Plan of
Reorganization dated May 21, 2024.
This Plan is designed to permit Debtor to resolve all Claims and
Interests, whether manifested or unmanifested, of all Holders of
Claims or Interests, whether known or unknown. This Plan provides
for the full payment of administrative and priority claims over the
lifetime of this Plan.
The Debtor's operations post-petition have for the most part been
profitable. However Debtor understands that the amount of rent that
it was paying on its Lease with 344 SSI, LLC/344 HG South, LLC was
not sustainable under the circumstances, and therefore Debtor
rejected its lease at 344-348 South Street with possession of the
leased property turned over to the landlord. Debtor has moved its
operations to a location next door, which it leases at 338-342
South Street.
The Debtor is accumulating cash as set forth in the monthly
operating reports, and projects to maintain cash flow over the next
six months to the point where it will have profit of approximately
$5,000 per month, with the expectation that its cash flow will
continue to increase due to its operations being moved to 338-342
South Street, and because business continues to return to pre-COVID
levels, and business on South Street continues to rebound following
the 2022 mass shooting. Debtor expects its improvements to the
operation of the business to result in increased cash flow and
increased profitability, which will result in cash flow of
approximately $5,000 per month through the term of the Plan, with
seasonal fluctuations, and that cash flow will exceed $5,000 per
month during the term of the plan with certain months nearing
$10,000.
The increased profitability of the company will be due in part to a
decrease in expenses resulting from of Debtor's rejection of the
344-348 South Street Lease, which required Debtor to pay
approximately $17,000 per month in rent. Plan payments under the
Debtor's proposed plan are achievable with the cash flow the Debtor
has demonstrated since entering Chapter 11, and that will continue
at the new location. The Debtor is currently under a month to month
tenancy at 338-342 South Street with its landlord, Rick Millan, and
Debtor's operations have moved to the property. These decisions by
Debtor will substantially reduce its ongoing rent expense freeing
up more cash to pay creditors.
Class 4 consists of General Unsecured Claims. Unsecured Creditors
will receive $3,000 pro rata on the Effective Date and if the plan
is not consensual, shall receive any disposable income that is
available to pay unsecured creditors as required under the
Bankruptcy Code. The allowed unsecured claims total $658,285.93.
This Class is impaired.
The Plan will be funded by the ongoing operations of Debtor as well
as a cash infusion of $50,000 into the Debtor to be made by
shareholder, Nick Ventura on the Effective Date of the Plan.
The Debtor believes that the Debtor will have enough cash from both
its ongoing operations as well as from a cash infusion of $50,000
into the Debtor to be made by one of the Debtor's shareholders to
pay all the Claims and expenses that are entitled to be paid under
the Plan in accordance with their respective priority.
A full-text copy of the Second Amended Plan dated May 21, 2024 is
available at https://urlcurt.com/u?l=ETSzkq from PacerMonitor.com
at no charge.
Counsel to Debtor:
Jeffrey S. Cianciulli, Esq.
Weir Greenblatt Pierce, LLP
The Widener Building
1339 Chestnut St., Suite 500
Philadelphia, PA 19107
Telephone: (215) 665-8181
Facsimile: (215) 665-8464
Email: jcianciulli@wgpllp.com
About 344 South Street
344 South Street Corp. has operated as a restaurant, serving
Spanish and Mexican cuisine in Philadelphia's South Street
District. Recognizable for its bright blue exterior with green
accents, the Copabanana was opened on the corner of 4th and South
streets in 1978 by William Curry. The restaurant is most known for
its menu, which includes margaritas, burgers and fries, and its
live events and nightlife.
344 South Street Corp. filed for bankruptcy three times in the past
nine years. The two previous filings in 2015 and 2019 had since
been closed. Both of the filings were related to taxes and other
payments owed to the City of Philadelphia and the Internal Revenue
Service.
344 South Street Corporation filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. E.D. Pa. Case No.
23-11548) on May 26, 2023, with as much as $50,000 in both assets
and liabilities. Holly Miller, Esq., at Gellert Scali Busenkell &
Brown, LLC, has been appointed as Subchapter V trustee.
Judge Patricia M. Mayer oversees the case.
The Debtor is represented by Jeffrey S. Cianciulli, Esq., at Weir
Greenblatt Pierce, LLP.
703 BAKERY: Mark Politan Named Subchapter V Trustee
---------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Mark Politan, Esq.,
at Politan Law, LLC, as Subchapter V trustee for 703 Bakery Corp.
Mr. Politan will be paid an hourly fee of $450 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Politan 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 J. Politan, Esq.
Politan Law, LLC
88 East Main Street #502
Mendham, NJ 07945
Cell: (973) 768-6072
Email: mpolitan@politanlaw.com
About 703 Bakery Corp.
703 Bakery Corp. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Case No. 24-15150) on May 21, 2024,
with $500,000 to $1 million in assets and $1 million to $10 million
in liabilities. Oleg Azizov, president, signed the petition.
Anthony Sodono, III, Esq., at McManimon, Scotland & Baumann, LLC
represents the Debtor as legal counsel.
9 VANDAM: Public Sale Auction Slated for June 27
------------------------------------------------
DOF II-Vandam LLC ("secured party") offers for sale at public
auction on June 27, 2024, at 12:30 p.m. (prevailing Eastern Time)
conducted by Paramount Realty USA ("PRUSA"), all rights, title and
interest of 9 Vandam Owner LLC, having an address c/o Arch
Companies, 88 University Place, 2nd Floor, New York, New York 10003
("pledgor") in 100% of the limited liability company membership
interest in 9 Vandam Borrower 2 LLC ("Borrower"), which is the sole
owner of the property located at 9 Vandam Street, New York, New
York 10013, Block 506, Lot 44 ("premises") and certain rights and
property pledged by the Pledgor under that certain pledge and
security agreement made by Pledgor in favor of Maxim Credit Corp.
("original lender") dated as of Nov. 29, 2021 ("pledge
agreement").
Original lender was granted security interests in the interests to
secured certain loans it extended to borrower ("loans"). Original
lender subsequently assigned all it rights and interest in and to
the loans and its security interest in the interests to secured
party.
Any party wishing to bid at the public auction will be required to
make a refundable deposit in a sum of $150,000 at least two
business days prior to the public auction by wire transfer of
immediately available funds. Deposits of any unsuccessful bidder
will be returned to the unsuccessful bidder within a reasonable
time after the closing of the sale to the successful bidder. The
deposit of any successful bidder will be non-refundable. To
participate in the auction, contact: Walker & Dunlop (Jordan
Casella: JCasella@walkerdunlop.com; 212-202-1805 or Christopher de
Raet: CdeRaet@walkerdunlop.com; 332-240-1658) to obtain the full
terms and conditions of the sale, copies of the relevant
agreements, information for submitting a deposit and qualifying to
attend and bid at the auction, and other relevant information no
later than 3:00 p.m. (New York Time) on June 24, 2024.
AC FABRICATION: Unsecureds Will Get 4.06% of Claims over 36 Months
------------------------------------------------------------------
AC Fabrication, Inc., filed with the U.S. Bankruptcy Court for the
Central District of California a Chapter 11 Plan of Reorganization
dated May 21, 2024.
The Debtor, formed in April 2016, manufactures electronic machine
parts for the automotive industry and the aerospace industry.
Anthony Chaghlassian is the sole shareholder and officer of the
Debtor.
The Debtor filed this case to preserve/rehabilitate the business
and reorganize its financial affairs.
Postpetition, the Debtor has focused on only taking as many
purchase orders as it can handle at one time and picking jobs with
the largest project margins (revenue from purchase order minus the
cost to perform). Further, it has obtained steady work that does
not require it to purchase materials or supplies for the purchase
orders; the only cost is the labor itself. This has reduced the
COGs, which has led to greater profit margins.
Currently, the Debtor is at its capacity as to its gross monthly
revenue, and it cannot accept any more work without impacting the
quality of its work. Therefore, it intends to hire a shop employee
preconfirmation. This will allow the Debtor to accept more work,
which will increase its revenue in order to sufficiently fund this
Plan.
The Debtor is proposing to pay claims over 36-months, subject to
the classification of each claim.
Class 11 consists of Priority Unsecured Claims. California
Physicians' Service dba Blue Shield of California asserts that it
hold a claim of $4,003.90 pursuant to Section 507(a)(5) of the
Bankruptcy Code (per POC No. 8). Claimant asserts that it holds a
priority unsecured claim as the alleged Section 507(a)(5) of the
Bankruptcy Code debt was incurred within 180-days of the petition
date. However, the POC clearly states that the debt was incurred
203 days before the petition date. As such, the Debtor will seek to
have the claimant amend its POC consensually, otherwise it will
bring an objection. In the event the claim stands, it will be paid
in full of $4,003.90, over 3-months, at $1,335 per month.
Class 12 consists of General Unsecured Claims. In the present case,
the Debtor estimates that general unsecured debts total
approximately $1,567,448. The Debtor will pay general unsecured, on
a pro rata basis, as follows: Months 1-12: $900 per quarter; and
Months 13-36: $7,500 per quarter. This is estimated to pay
approximately $63,600 in total or 4.06% of each claim. Upon entry
of the discharge, the remainder of the Debtor's unsecured debts
will be discharged. This Class is impaired.
The Debtor's owner will retain his ownership interest in the
Debtor.
The Debtor will fund the Plan from the operation of its business,
the proceeds from the sale of a MC Machinery Systems Press Brake,
and the funds that it has/will have accumulated in its DIP bank
accounts.
A full-text copy of the Plan of Reorganization dated May 21, 2024
is available at https://urlcurt.com/u?l=qrzpDv from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Roksana D. Moradi-Brovia, Esq.
Matthew D. Resnik, Esq.
RHM LAW, LLP
17609 Ventura Blvd., Suite 314
Encino, CA 91316
Tel: (818) 285-0100
Fax: (818) 855-7013
Email: roksana@RHMFirm.com
matt@RHMFirm.com
About AC Fabrication, Inc.
AC Fabrication, Inc., is a machine shop in Simi Valley,
California.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10191) on February
22, 2024. In the petition signed by Anthony Chaghlassian, chief
executive officer, the Debtor disclosed up to $1 million in assets
and up to $10 million in liabilities.
Judge Ronald A Clifford III oversees the case.
Matthew D. Resnik, Esq., at RHM LAW, LLP, represents the Debtor as
legal counsel.
AGEAGLE AERIAL: Reports Net Loss of $6.3MM in Q1 2024
-----------------------------------------------------
AgEagle Aerial Systems Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss attributable to common stockholders of $6,315,587 on
$3,894,447 of revenue for the three months ended March 31, 2024,
compared to a net loss attributable to common stockholders of
$4,599,499 on $4,057,069 of revenue for the three months ended
March 31, 2023.
In pursuit of the Company's long-term growth strategy and
acquisitions, the Company has sustained continued operating losses.
During the three months ended March 31, 2024, the Company used cash
in operating activities of $1,553,093. As of March 31, 2024, the
Company has a working capital deficit of $1,965,996 and an
accumulated deficit of $177,148,382. While the Company has
historically been successful in raising capital to meet its working
capital needs, the ability to continue raising such capital is not
guaranteed. The Company will require additional liquidity to
continue its operations and meet its financial obligations for 12
months. The Company is evaluating strategies to obtain the required
additional funding for future operations and the restructuring of
operations to grow revenues and reduce expenses.
If the Company is unable to generate significant sales growth in
the near term and raise additional capital, there is a risk that
the Company could default on additional obligations; and could be
required to discontinue or significantly reduce the scope of its
operations if no other means of financing operations are
available.
As of March 31, 2024, the Company had $23,221,107 in total assets,
$14,168,187 in total liabilities, and $9,052,920 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/8504/000149315224019782/form10-q.htm
About AgEagle Aerial Systems Inc.
Wichita, Kan.-based AgEagle Aerial Systems Inc. through its wholly
owned subsidiaries, is actively engaged in designing and delivering
best-in-class drones, sensors, and software that solve important
problems for our customers. Founded in 2010, AgEagle was originally
formed to pioneer proprietary, professional-grade, fixed-winged
drones and aerial imagery-based data collection and analytics
solutions for the agriculture industry.
During the year ended December 31, 2023, the Company incurred a net
loss of approximately $42.4 million. As of December 31, 2023, the
Company had $25.2 million in total assets, $14.5 million in total
liabilities, and $10.7 million in total stockholders' equity.
Orlando, Florida-based WithumSmith+Brown, PC, 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, has experienced cash used from operations
in excess of its current cash position, and has an accumulated
deficit, which raise substantial doubt about its ability to
continue as a going concern.
ALTAGAS LTD: S&P Alters Outlook to Neg, Affirms 'BB' Jr Debt Rating
-------------------------------------------------------------------
S&P Global ratings revised its outlook on Calgary based AltaGas
Ltd. and its subsidiaries to negative from stable. S&P also
affirmed its 'BBB-' issuer credit rating on AltaGas, its 'BBB-'
rating on the company's senior unsecured debt, and its 'BB' rating
on the company's junior subordinated debt and preferred stock.
The negative outlook on AltaGas and its subsidiaries reflects the
company's increasing exposure to higher risk midstream businesses
and construction risk during the project's build out phase. S&P
expects AltaGas' funds from operations (FFO) to debt to reach
11%-12% during the next two years.
AltaGas announced a C$1.35 billion joint investment through a 50:50
joint venture with Royal Vopak Ltd. to develop the Ridley Island
Energy Export Facility (REEF) on Prince Rupert Island in British
Columbia, Canada. S&P expects AltaGas will fund its share of the
investment mostly with debt.
S&P said, "We revised the outlook on AltaGas and its subsidiaries
to negative from stable. The REEF liquefied petroleum gas (LPG) and
bulk liquids export terminal modestly increases AltaGas' business
risk. This reflects AltaGas' increased exposure to higher risk
midstream businesses and construction risk during the project's
build out phase. We expect construction of the REEF terminal will
take about two years, commencing operations by year-end 2026. We
also expect AltaGas will finance its share of the project mostly
with debt, pressuring financial performance.
"We continue to assess AltaGas' business risk profile as strong,
despite higher construction risk from recent midstream investment
decisions. Our assessment largely reflects the company's lower risk
regulated utility operations, scale, diversity, and generally
effective regulatory risk management." Most of AltaGas'
consolidated EBITDA stems from lower-risk gas utility operations.
In addition, the company has a large customer base (1.6 million
customers) consisting of mostly residential customers (70%). Its
operations benefit from geographic diversity across four states
with operations in Washington, D.C., Maryland, Virginia, and
Michigan.
Partially offsetting is the company's exposure to higher risk
midstream activities. The midstream businesses increase the
company's exposure to commodity risk, volumetric risk, construction
risk, and counterparty credit risk. AltaGas reduces some risks by
deriving more than 90% of its midstream revenues from
investment-grade counterparties and greater than 50% of cash flows
are based on take-or-pay and fee-for-service contracts, which
provide stable and predictable cash flow streams.
The REEF terminal includes an initial phase 1 of the three
potential phases. Under phase 1, AltaGas will design, build, and
operate the REEF LPG export terminal, which is expected to begin
operations by year-end 2026. S&P assesses this project as
increasing the company's exposure to construction risk.
Furthermore, the REEF terminal follows the company's 2023 purchase
of midstream natural gas assets from Tidewater Midstream and
Infrastructure Ltd. for C$650 million, including Pipestone 1, a 110
million cubic feet per day (MMcf/d) operational natural gas
processing facility; Dimsdale storage, a 15 billion cubic feet
(bcf) natural gas storage facility; and Pipestone Phase II
expansion, a proposed natural gas processing facility, all of which
are located in the Montney basin in Alberta. Pipestone Phase II is
still under construction, expecting to begin operations by year-end
2025.
Overall, these higher risk midstream projects increase AltaGas'
construction risk and increase the company's exposure to higher
risk midstream operations. To account for this modestly higher
business risk, we revised our downgrade threshold for FFO to debt
by 100 basis points to 11% from 10%.
S&P said, "We continue to assess AltaGas' financial risk profile as
aggressive. Under our base-case scenario, we expect annual capital
spending averaging about C$1.4 billion (this includes full
consolidation of the REEF investment), annual dividends averaging
about C$400 million, periodic rate case filings, and the REEF
terminal commencing operation by year-end 2026. We also expect the
company will consistently operate with negative discretionary cash
flow over our forecast period, indicating external funding needs
that we expect the company will fund mostly with debt, pressuring
financial measures through 2026.
"We assess AltaGas' financial risk profile using our medial
volatility benchmark tables, reflecting that the company derives
slightly more than half of its operations and cash flow from its
lower risk regulated gas distribution utility operations, as well
as its effective management of regulatory risk.
"Overall, we expect company's financial measures will reflect the
higher end of the range for its financial risk profile category and
therefore apply a positive comparable ratings analysis modifier.
Specifically, we expect consolidated FFO to debt of 11%-12% over
the next two years, gradually increasing toward 14% thereafter.
"The negative outlook reflects AltaGas' increasing exposure to
higher risk, nonregulated midstream businesses, and construction
risk during the REEF terminal's build out phase. We expect AltaGas'
FFO to debt will be 11%-12% during the next two years."
S&P could lower its rating on AltaGas and subsidiaries over the
next 12 to 24 months if the company materially shifts its business
mix toward higher risk midstream activities, or if its financial
measures deteriorate, including FFO to debt consistently below 11%.
This could occur if:
-- The company experiences material setbacks on its capital
projects without sufficient countermeasures; or
-- Adverse regulatory decisions materially weaken its financial
performance.
S&P could affirm the ratings and revise the outlook to stable over
the next 12 to 24 months if the company maintains FFO to debt
consistently above 11%, without increasing business risk. This
scenario assumes successful execution of its higher risk midstream
projects under construction.
Environmental factors are a negative consideration in our credit
rating analysis of AltaGas. The company has a large midstream
operation that accounts for close to half of its cash flow. In
addition, the company' midstream and regulated gas utility
operations expose it to climate transition risk, including the
ongoing transition to a low-carbon and greener economy through a
reduction in greenhouse gas emissions. The large midstream
operation also exposes AltaGas to potentially more stringent
environmental regulations in Canada.
BARTLEY INVESTMENTS: Ruediger Mueller Named Subchapter V Trustee
----------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Ruediger Mueller of TCMI,
Inc. as Subchapter V trustee for Bartley Investments, LTD.
Mr. Mueller will be paid an hourly fee of $350 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Mueller declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Ruediger Mueller
TCMI, Inc.
1112 Watson Court
Reunion, FL 34747
Telephone: (678) 863-0473
Facsimile: (407) 540-9306
Email: truste@tcmius.com
About Bartley Investments
Bartley Investments, LTD owns 12 rental properties in Tampa Villa
South, Tampa, Fla., valued at $8.68 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02952) on May 23,
2024, with $8,764,925 in assets and $3,703,633 in liabilities.
Allan N. Bartley, general partner, signed the petition.
Judge Catherine Peek Mcewen presides over the case.
Buddy D. Ford, Esq., at Buddy D. Ford, P.A. represents the Debtor
as legal counsel.
BEARY GOOD: Michael Brummer Named Subchapter V Trustee
------------------------------------------------------
The U.S. Trustee for Region 2 appointed Michael Brummer of Michael
Brummer & Associates as Subchapter V trustee for Beary Good, Inc.
Mr. Brummer will be paid an hourly fee of $225 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Brummer declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Michael Brummer
Michael Brummer & Associates
168 Farber Lane
Williamsville, New York 14221
Email: Mikebrummer18@gmail.com
Telephone: (716) 479-7980
About Beary Good
Beary Good, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 24-10579) on May 23,
2024, with up to $50,000 in assets and up to $1 million in
liabilities.
Robert B. Gleichenhaus, Esq., at Gleichenhaus, Marchese & Weishaar,
P.C. represents the Debtor as legal counsel.
BEARY GOOD: Seeks Cash Collateral Access on Final Basis
-------------------------------------------------------
Beary Good, Inc. asks the U.S. Bankruptcy Court for the Western
District of New York for authority to use cash collateral and
provide adequate protection, on a final basis.
KeyBank, N.A., the U.S. Small Business Administration, and the NYS
Dept. of Taxation & Finance assert an interest in the Debtor's cash
collateral.
The Debtors assets are valued at $23,845 and is subject to a first
priority blanket security interest in favor of KeyBank, N.A., in
the approximate amount of $19,975.
The Debtor acquired the KeyBank loan as an operating line of credit
circa 2014.
The Debtor acquired the SBA loan as part of the Covid-Pandemic
Disaster Recovery program.
Pursuant to the schedules the NYS Dept. of Taxation and Finance
filed Tax Warrants in 2024 in the amounts of $6,347.30 (January 1,
2024) and $4,258.32 (February 28, 2024).
As adequate protection to the Secured Creditors the Debtor proposes
to give "rollover" replacement liens on the same types and kinds of
property on which the creditor(s) assert liens pre-petition, to the
extent of cash collateral actually used.
As additional adequate protection to Key, the Debtor proposes to
pay monthly payments of $650, commencing July 1, 2024.
A hearing on the matter is set for June 17, 2024 at 10 a.m.
A copy of the motion is available at https://urlcurt.com/u?l=qBrqy3
from PacerMonitor.com.
About Beary Good, Inc.
Beary Good, Inc. is in the business of owning and operating a
restaurant and activities incidental thereto.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. N.Y. Case No. 1-24-10579 on May 23,
2024. In the petition signed by John G. Pasternack, president, the
Debtor disclosed up to $50,000 in assets and up to $1 million in
liabilities.
Robert B. Gleichenhaus, Esq, at Gleichenhaus, Marchese & Weishaar,
P.C., represents the Debtor as legal counsel.
BECKER INC: Seeks Cash Collateral Access Thru July 31
-----------------------------------------------------
Becker, Inc. asks the U.S. Bankruptcy Court for the Western
District of Kentucky for authority to use cash collateral and
provide adequate protection, through July 31, 2024.
The Debtor requires the use of cash collateral to make
post-petition payments for labor, utilities, insurance,
maintenance, and other essential operating expenses, as well as the
costs of administration of this bankruptcy case.
The entities that assert an interest in the Debtor's cash
collateral are PNC Bank National Association, Seacoast National
Bank, Bluevine Capital Inc., ByzFunder, LLC, On Deck Capital, Inc.,
CT Corporation System, as representative of unindentified secured
party, CAN Capital, Inc. LLSV, Funding Metrics, LLC, and VState
Filings, as representative of unidentified secured party.
As of the Petition Date the bankruptcy estate had cash on hand and
in deposit accounts totaling approximately $15,485, total accounts
receivable of approximately $15,000, and inventory valued at
approximately $770,000.
As adequate protection, the Debtor proposes that the Court grant
the Cash Collateral Creditors replacement liens on all collateral
of the same type and respective priorities upon which each held
valid and properly perfected liens prior to the Petition Date.
As additional adequate protection to PNC, the Debtor proposes to
make periodic cash payments in an amount and of a frequency (a) to
be agreed upon between the parties, subject to the Court's
approval, or (b) determined by the Court based on the projected
diminution in value of Amazon Capital's interest in cash
collateral. The Debtor's Budget includes a proposed $3,250 monthly
adequate protection payment to PNC.
A copy of the motion is available at https://urlcurt.com/u?l=6dFFLI
from PacerMonitor.com.
About Becker, Inc.
Becker, Inc. has two convenient superstore locations specializing
in University of Louisville & University of Kentucky apparel,
gifts, and accessories.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Ky. Case No. 24-31386) on May 29,
2024. In the petition signed by John I. Becker, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Charity S. Bird, Esq., at Kaplan Johnson Abate and Bird LLP,
represents the Debtor as legal counsel.
BETANXT INC: S&P Alters Outlook to Stable, Affirms 'B-' ICR
-----------------------------------------------------------
S&P Global Ratings affirmed all of its ratings on New York-based
integrated self-clearing wealth management platform provider
BetaNXT Inc., including the 'B-' issuer credit rating, and revised
its outlook to stable from positive.
The stable outlook reflects expectations that BetaNXT will continue
facing operating pressures in 2024, resulting in negative cash
flow, elevated leverage in the high-8x area, and tighter liquidity,
along with our belief that they should ease in the back of the year
and enable the company to perform better in 2025.
BetaNXT's weaker-than-expected performance and higher leverage stem
from transitory headwinds rather than structural issues in its
business. S&P said, "So far this year, the company has missed our
initial expectations for revenue, EBITDA margins, and free
operating cash flow (FOCF). Despite this weaker performance, we do
not believe it reflects any structural issues as BetaNXT's clients
continue using the company's integrated self-clearing wealth
management platform, which accounts for about 90% of sales. Rather,
we believe underperformance is primarily attributable to contract
delays from existing customers exploring features on newer products
before committing to longer-term contracts, resulting in a slower
ramp in cross-selling solutions like Maxit and Mediant, industry
shifts from T+2 to T+1 clearing, and macroeconomic uncertainties.
The company renewed its largest client recently into a new seven
year deal. While this is a credit positive, we note that the
pricing concessions BetaNXT offered to win the deal will contribute
to our view of mid-single digit revenue decline this year."
Management expects to offset this pressure by winning more
subscription fee platform development/technology initiatives deals
with this client (BetaNXT has a "first look" provision within the
contract to be able to bid on this client's new work).
BetaNXT has also incurred operating and capital expenses related to
the carve-out transition from its former parent, the London Stock
Exchange Group, to stand up its own capabilities while relying on a
TSA with its former parent for general back-office functionalities.
A significant amount of the capital expenditures pertained to
investments made to upgrade the Beta platform and infrastructure.
These elevated costs, approximately $30 million during 2024 ($18
million of one-time capex and $12 million of expense-related saving
initiatives), are one time in nature and will not reoccur in 2025,
benefiting cash flow going next year, as well as helping improve
the company's competitive position as service delivery has improved
with its tech upgrades. S7p said, "We no longer expect a
once-in-three-year capex spike related to mainframe purchases as
management implements several cost reduction initiatives. We
therefore expect capex will remain in the high $20 million area
after 2024, which is lower than in the recent past."
S&P said, "Performance pressures during 2024 will result in
negative cash flow and keep leverage elevated, but we expect
strengthening in 2025. We anticipate a decline in revenue and
temporary margin pressure will continue to affect performance over
the next two quarters. However, they should diminish as the company
enters the next fiscal year. In fiscal 2024, we are now projecting
revenue to decline by approximately 5%, which is supported by the
revenue visibility that its long-term contracts offer and is in
line with management's forecasts. Decreased operating leverage from
lower revenues and remaining costs from completing the TSA with
LSEG will adversely affect profitability and cash flow, resulting
in our forecasted cash flow deficit of about $40 million in 2024.
As the company's financial performance weakens during 2024, we
forecast increased utilization under the $100 million revolving
credit facility.
"Still, our expectations that performance will trough in the back
half of 2024 and strengthen in 2025 continue to support our views
around the sustainability of the debt obligation in its capital
structure. This includes the company renewing all significant
customer contracts expiring this year under long-term agreements
after initial short-term extensions. Also supporting our view are
secular trends in wealth management and the demand for
self-clearing solutions to support continued platform use and
volume growth. A number of Beta's top customers are
consolidating/acquiring registered investment advisors (RIAs), and
Beta will benefit from this trend from increased volume running
through its platform. The company will primarily be operating on
its own by the end of June 2024, with all costs related to the
carve-out behind the company by the end of the year."
Large degree of customer concentration leads to pronounced event
risk for BetaNXT. The vended self-clearing broker services market
is highly competitive. BetaNXT mainly competes against white-space
brokers (those who use in-house tech resources to complete the
clearing process) and better-capitalized investment-grade
competitors such as Broadridge and FIS. These companies are heavily
investing in this space, and BetaNXT's current competitive moat
around retail broker institutions could become threatened over
time. The company's top eight clients account for over 90% of
annual revenue, with several having 2024 contract maturities (some
of which will automatically extend into early 2025 as the company's
sales representatives work to negotiate add-on products before
signing long-term contracts). S&P said, "The company's largest
contract, although extended this year into a long-term agreement,
experienced initial pricing pressure, affecting our view of sales
declines this year. While our base case does not assume any major
customer contract losses, if such losses were to occur, we believe
it would be difficult for the company to replace lost revenues
quickly, which could undermine expectations for performance
improvements and increase the risk of a downgrade."
S&P said, "The stable outlook reflects our view that BetaNXT will
experience operating pressures in 2024, with revenue declining by
mid-single-digits and margins contracting by approximately 150 bps,
resulting in elevated leverage in the high-8x area and tighter
liquidity. However, we expect the company's major customers to
successfully renew long-term agreements by the end of the year,
along with successful cross-selling opportunities, and the roll off
of one-time costs, to drive stronger performance in 2025.
"Governance is a moderately negative consideration, as it is for
most rated entities owned by private-equity sponsors. We believe
the company's highly leveraged financial risk profile points to
corporate decision-making that prioritizes the interests of
controlling owners. This also reflects private-equity sponsors'
generally finite holding periods and focus on maximizing
shareholder returns."
BETH ISRAEL: Mount Sinai Submits New Closure Plan
-------------------------------------------------
Maya Kaufman of Politico reports that Mount Sinai sent the state
Health Department a new plan for the closure of Beth Israel
Hospital in downtown Manhattan — and, this time, hospital
executives are promising new investments to soften the blow.
The health system's CEO, Brendan Carr, promised lawmakers earlier
this month that Mount Sinai will open an urgent care center on the
campus of the neighboring New York Eye and Ear Infirmary, which is
also run by Mount Sinai and was targeted for closure in 2022.
The new facility would be open seven days a week and offer more
services than a typical urgent care center, such as x-rays,
ultrasounds and CT scans.
"While preserving the existing facility or building a new hospital
are unfortunately not feasible, Mount Sinai would like to commit to
opening a new urgent care center on the NYEE campus upon the
closure of the 16th Street campus," Carr wrote in the May 17
letter, which was uploaded as an exhibit to a pending lawsuit over
the closure.
"In looking at the current patients using the 16th Street emergency
department, I believe that this expanded urgent care will address
many of the concerns and needs of current patients," Carr added.
Mount Sinai is also now pledging to provide an unspecified amount
of funding to NYC Health + Hospitals/Bellevue nearby in Kips Bay
after Beth Israel's closure. The funds would help the city-run
hospital renovate its emergency department, buy another CT scanner
and bolster respite services.
Health + Hospitals CEO Mitch Katz previously said Bellevue may need
to expand its capacity if and when Beth Israel closes.
The ball is now in the Health Department's court, and Mount Sinai
executives hope it won't be for long: They are pressing for a
30-day turnaround to review and approve the updated closure
application.
Indeed Mount Sinai is still planning for a July 12, 2024 closure,
citing "insurmountable" financial losses and the resignation of
hundreds of staff since January.
An independent auditor ruled that “substantial doubt exists”
about the hospital's ability to continue operating as a "going
concern," meaning Beth Israel will likely be unable to meet its
obligations in the next 12 months.
About Beth Israel
Headquartered in Passaic, New Jersey, Beth Israel Hospital
Association of Passaic, d/b/a PBI Regional Medical Center --
http://www.pbih.org/-- is a 264-bed, non-profit acute care
hospital located in the City of Passaic, New Jersey. The Medical
Center represents the consolidation of two significant hospitals,
namely Passaic Beth Israel Hospital and the General Hospital Center
of Passaic, and provides medical and health services including
comprehensive cardiac services program, bypass surgery,
electrophysiology, off pump surgery, and others.
The Company filed for chapter 11 protection on July 10, 2006
(Bankr. D.N.J. Case No. 06-16186). Mark J. Politan, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A., represent the Debtor in its restructuring efforts. Allison M.
Berger, Esq., and Hal L. Baume, Esq., at Fox Rothschild LLP
represent the Official Committee of Unsecured Creditors. When the
Debtor filed for protection from its creditors, it estimated assets
and debts between $50 million and $100 million.
BKDJ INVESTMENT: Lucy Sikes Named Subchapter V Trustee
------------------------------------------------------
The Acting U.S. Trustee for Region 5 appointed Lucy Sikes as
Subchapter V trustee for BKDJ Investment, LLC.
Ms. Sikes 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. Sikes declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Lucy G. Sikes
P.O. Box 52545
Lafayette, LA 70505-2545
Telephone: 337-366-0214
Facsimile: 337-628-1319
Email: lucygsikes1@gmail.com
About BKDJ Investment
BKDJ Investment, LLC filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. E.D. La. Case No. 24-10966) on May
22, 2024, with up to $50,000 in assets and up to $1 million in
liabilities.
Judge Meredith S. Grabill presides over the case.
Robin R. DeLeo, Esq., represents the Debtor as legal counsel.
BLOCKFI INC: Pays $150,000 Civil Penalty in Bond Fight
------------------------------------------------------
Parker Quinlan of Law360 reports that bankrupt BlockFi Inc. agrees
to $150k penalty in Connecticut bond row.
Bankrupt cryptocurrency lender BlockFi has reached a deal with
Connecticut's banking regulator to pay a $150,000 civil penalty
over claims the company failed to maintain a required surety bond,
and a decision in November 2020 to halt account withdrawals from
the platform.
About BlockFi Inc.
BlockFi Inc. says it's building a bridge between digital assets and
traditional financial and wealth management products to advance the
overall digital asset ecosystem for individual and institutional
investors.
BlockFi was founded in 2017 by Zac Prince and Flori Marquez and in
its early days had backing from influential Wall Street investors
like Mike Novogratz and, later on, Valar Ventures, a Peter
Thiel-backed venture fund as well as Winklevoss Capital, among
others. BlockFi made waves in 2019 when it began providing
interest-bearing accounts with returns paid in Bitcoin and Ether,
with its program attracting millions of dollars in deposits right
away.
BlockFi grew during the pandemic years and had offices in New York,
New Jersey, Singapore, Poland and Argentina.
BlockFi worked with FTX US after it took an $80 million hit from
the bad debt of crypto hedge fund Three Arrows Capital, which
imploded after the TerraUSD stablecoin wipeout in May 2022.
BlockFi had significant exposure to the companies founded by former
FTX Chief Executive Officer Sam Bankman-Fried. BlockFi received a
$400 million credit line from FTX US in an agreement that also gave
FTX the option to acquire BlockFi through a bailout orchestrated by
Bankman-Fried over the summer. BlockFi also had collateralized
loans to Alameda Research, the trading firm co-founded by
Bankman-Fried.
BlockFi is the latest crypto firm to seek bankruptcy amid a
prolonged slump in digital asset prices. Lenders Celsius Network
LLC and Voyager Digital Holdings Inc. also filed for court
protection this year. Kirkland & Ellis is also advising Celsius and
Voyager in their separate Chapter 11 cases.
BlockFi Inc. and eight affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 22-19361) on
Nov. 28, 2022. In the petitions signed by their chief executive
officer, Zachary Prince, the Debtors reported $1 billion to $10
billion in both assets and liabilities.
Judge Michael B. Kaplan oversees the cases.
The Debtors tapped Kirkland & Ellis and Haynes and Boone, LLP, as
general bankruptcy counsels; Walkers (Bermuda) Limited as special
Bermuda counsel; Cole Schotz, P.C., as local counsel; Berkeley
Research Group, LLC as financial advisor; Moelis & Company as
investment banker; and Street Advisory Group, LLC, as strategic and
communications advisor. Kroll Restructuring Administration, LLC,
is the notice and claims agent.
BYJU'S ALPHA: Seeks to Extend Plan Exclusivity to September 30
--------------------------------------------------------------
BYJU's Alpha, Inc., asked the U.S. Bankruptcy Court for the
District of Delaware to extend its exclusivity periods to file a
plan of reorganization and obtain acceptance thereof to September
30 to November 27, 2024, respectively.
The Debtor claims that it has made significant and material
progress in this Chapter 11 Case. The progress achieved in
prosecuting the Complaint has been the result of the diligent
efforts of the Debtor, its independent director, and its
professional advisors, in cooperation with the Debtor's secured
lenders. Accordingly, the Debtor submits that this factor weighs in
favor of extending the Exclusive Periods.
Since the Petition Date, the Debtor and its professionals have
focused substantially all of their time, energy, and resources in
this Chapter 11 Case on prosecuting the Complaint. The Debtor
believes that, in light of the progress that the Debtor has made in
in that regard over approximately the four months since the
Petition Date, and the Debtor's demonstrated efforts to work
cooperatively with its stakeholders and parties in interest, it is
reasonable and appropriate that the Debtor be granted an extension
of the Exclusive Periods.
The Debtor explains that the requested extension of the Exclusive
Periods will not prejudice the legitimate interests of postpetition
creditors, as the Debtor continues to make timely payments on its
undisputed postpetition obligations. As such, this factor also
weighs in favor of allowing the Debtor to extend the Exclusive
Periods.
The Debtor asserts that it has no ulterior motive in seeking an
extension of the Exclusive Periods. The Debtor has worked
diligently over the past few months to preserve the value of its
assets during the pendency of this Chapter 11 Case, and to maximize
estate value through the prosecution of the Complaint, and requires
the extension sought by this Motion. The Debtor is not seeking an
extension to pressure creditors or other parties in interest.
Moreover, termination of the Exclusive Periods would adversely
impact the Debtor's efforts to preserve and maximize the value of
its estate and the progress of this Chapter 11 Case. Terminating
the Exclusive Periods would only serve to foster a chaotic
environment and only add the opportunity for parties to engage in
counterproductive behavior in pursuit of alternatives that are
simply not feasible under the circumstances of this Chapter 11
Case.
BYJU's Alpha, Inc. is represented by:
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Robert S. Brady, Esq.
Kenneth J. Enos, Esq.
Jared W. Kochenash, Esq.
Timothy R. Powell, Esq.
1000 North King Street
Wilmington, Delaware 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
Email: rbrady@ycst.com
kenos@ycst.com
jkochenash@ycst.com
tpowell@ycst.com
-and-
QUINN EMANUEL URQUHART & SULLIVAN, LLP
Susheel Kirpalani, Esq.
Benjamin Finestone, Esq.
Daniel Holzman, Esq.
Jianjian Ye, Esq.
51 Madison Avenue, 22nd Floor
New York, New York 10010
Tel.: (212) 849 7000
Email: susheelkirpalani@quinnemanuel.com
benjaminfinestone@quinnemanuel.com
danielholzman@quinnemanuel.com
jianjianye@quinnemanuel.com
About BYJU's Alpha
BYJU's Alpha, Inc. designs and develops education software
solutions. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10140) on Feb. 1,
2024. In the petition signed by Timothy R. Pohl, chief executive
officer, the Debtor disclosed up to $1 billion in assets and up to
$10 billion in liabilities.
Judge John T. Dorsey oversees the case.
Young Conaway Stargatt & Taylor, LLP and Quinn Emanuel Urquhart &
Sullivan, LLP serve as the Debtor's legal counsel.
GLAS Trust Company LLC, as DIP Agent and Prepetition Agent, is
represented in the Debtor's case by Kirkland & Ellis LLP, Pachulski
Stang Ziehl & Jones, and Reed Smith.
BYJU'S ALPHA: Term Loan Guarantors Placed in Bankruptcy
-------------------------------------------------------
The ad hoc group of term loan lenders of BYJU's Alpha Inc. US$1.4
billion term loans on June 5 disclosed that certain holders of the
Term Loans and GLAS Trust Company LLC (as administrative agent and
collateral agent of the Term Loans) have filed petitions pursuant
to Chapter 11 of the U.S. Bankruptcy Code to initiate involuntary
Chapter 11 proceedings against Epic!, Neuron Fuel (DBA Tynker), and
Tangible Play (DBA Osmo), the three U.S.-based guarantors of the
Term Loans, in the United States Bankruptcy Court for the District
of Delaware.
The Lenders issued the following statement: "Since BYJU's began to
default on its Term Loan obligations shortly after we provided
BYJU's Alpha with financing in 2021, we have made every effort
possible to work productively and collaboratively to help BYJU's
cure its multiple defaults. However, it is clear that BYJU's
management has no intention or ability to honor its obligations
under the Term Loans. Indeed, BYJU's founders, who also serve as
the three directors of the overall enterprise -- Byju Raveendran,
Riju Ravindran, and Divya Gokulnath -- unlawfully diverted $533
million in loan proceeds, the whereabouts of which are still
unknown.
"As a result of BYJU's failed leadership and mismanagement,
significant harm has been done to BYJU's businesses and the value
of the Company's assets. Shareholders and lenders to the Company
have seen the value of their investment deteriorate, employees and
vendors have not been paid in a timely manner, and customers have
suffered.
"Among other important goals, we have taken this action to protect
and preserve the value of Epic!, Neuron Fuel, and Tangible Play. We
remain committed to their success and stand ready to infuse the
capital necessary to reorganize the businesses. Under supervision
of the Court, the Lenders hope that Epic!, Neuron Fuel, and
Tangible Play will benefit from much needed oversight while a plan
is developed to maximize the value of these assets for the benefit
of all stakeholders."
To assist in the Lenders' efforts, the Lenders invite former
employees, students, and vendors of Epic!, Neuron Fuel, and
Tangible Play to anonymously share their experiences, including
whether they are owed any outstanding debt, in dealing with these
businesses and their leadership by visiting www.ByjusBankruptcy.
About BYJU's Alpha
BYJU's Alpha, Inc. designs and develops education software
solutions. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10140) on Feb. 1,
2024. In the petition signed by Timothy R. Pohl, chief executive
officer, the Debtor disclosed up to $1 billion in assets and up to
$10 billion in liabilities.
Judge John T. Dorsey oversees the case.
Young Conaway Stargatt & Taylor, LLP and Quinn Emanuel Urquhart &
Sullivan, LLP serve as the Debtor's legal counsel.
GLAS Trust Company LLC, as DIP Agent and Prepetition Agent, is
represented in the Debtor's case by Kirkland & Ellis LLP, Pachulski
Stang Ziehl & Jones, and Reed Smith.
CALAMP CORP: Seeks Cash Collateral Access
-----------------------------------------
CalAmp Corp. and affiliates ask the U.S. Bankruptcy Court for the
District of Delaware for authority to use cash collateral and
provide adequate protection.
The Debtors require the use of cash collateral to, among other
things: (a) provide working capital and funding for general
corporate purposes; and (b) pay certain costs of administration of
these Chapter 11 Cases, including making payments on account of the
Adequate Protection Obligations.
The Debtors have executed the Restructuring Support Agreement with
Consenting Lenders, holding 100% of the Secured Term Loan Claims in
the principal amount of $45 million and 99.63% of the Secured Note
Claims in the principal amount of over $229 million. They have also
requested the Joint Prepackaged Chapter 11 Plan of Reorganization
of CalAmp Corp. and Its Debtor Affiliates, which incorporates the
terms of the RSA and restructuring transactions. The plan and RSA
envision full payment to all employees, vendors, suppliers,
customers, and trade creditors. The Term Loan Credit Facility will
be amended with a lower interest rate and longer maturity date.
The Debtors' outstanding funded indebtedness is comprised of
obligations incurred by the Debtors under (i) the Secured Term Loan
Facility, and (ii) the Secured Notes. As of the Petition Date, the
Debtors' capital structure includes approximately $275 million in
principal in outstanding prepetition secured debt obligations in
the aggregate.
Pursuant to the credit agreement, dated as of December 15, 2023,
among CalAmp Corp., as the borrower, and Lynrock Lake Master Fund
LP, as lender, the Term Loan Secured Party provided to CalAmp
secured term loans in an initial aggregate principal amount of $45
million. The Secured Term Loans are scheduled to mature in December
2027, and bear interest at Term SOFR.
As of the Petition Date, pursuant to the Prepetition Term
Documents, CalAmp and the Term Loan Guarantors were jointly and
severally indebted and liable to the Term Loan Secured Party, in
the aggregate principal amount of not less than $45 million on
account of the Secured Term Loans, plus accrued interest, plus all
other fees.
Pursuant to the indenture, dated as of July 20, 2018 by and among
CalAmp, as issuer, the Bank of New York Mellon Trust Company, N.A.,
as trustee and U.S. Collateral Agent, The Bank of New York Mellon,
as U.K. Collateral Agent, CalAmp issued notes, consisting of claims
in a principal amount of $230 million to the noteholders. As of the
Petition Date, Lynrock holds 99.63% of the Secured Notes.
As of the Petition Date, pursuant to the Indenture, the Secured
Notes Obligors, including each of the Debtors, were indebted to the
Secured Noteholders, in the aggregate principal amount of not less
than $230 million on account of the Secured Notes.
The Term Loan Secured Party, the Secured Notes Collateral Agents,
CalAmp, CalAmp Wireless, Synovia, CalAmp UK, Tracker, and LoJack
Global are parties to the First Lien Pari Passu Intercreditor
Agreement, dated December 15, 2023.
As of the Petition Date, the Debtors' unsecured claims are
estimated to be about $11.2 million and primarily consist of
general trade, professional services, contract counterparty claims,
which amount is inclusive of claims that the Debtors may pay in
connection with the First Day Motions and contracts to be assumed
and cured.
As adequate protection, to the extent of any Diminution in Value of
their interests in the Term Loan Collateral, the Term Loan Secured
Party will be granted additional and replacement valid, binding,
enforceable, non-avoidable, effective and automatically perfected
liens on, and security interests in any and all tangible and
intangible pre- and postpetition property of the Debtors.
To the extent of any Diminution in Value of their interests in the
Secured Notes Collateral, the Secured Notes Collateral Agents are
granted additional and replacement valid, binding, enforceable,
non-avoidable, effective and automatically perfected liens on, and
security interests in the Adequate Protection Collateral solely of
the Debtors, without the necessity of the execution, recordation or
other filing of any security agreements, control agreements, pledge
agreements, financing statements, mortgages, or other similar
documents.
To the extent of any Diminution in Value of their respective
interests in the Prepetition Collateral, the Secured Notes
Collateral Agents, will be granted allowed administrative expense
claims against each of the Debtors with the priority set forth in
11 U.S.C. Section 507(b).
The Debtors are required to comply with these milestones:
(a) The Petition Date must occur no later than June 4, 2024.
(b) The Interim Cash Collateral Order must have been entered by no
later than 3 business days after the Petition Date, in form and
substance acceptable to the Required Consenting Lenders.
(c) The Final Cash Collateral Order must have been entered by no
later than 30 days after the Petition Date, in form and substance
acceptable to the Required Consenting Lenders.
(d) The Confirmation Order, in form and substance acceptable to the
Company and the Required Consenting Lenders, must have been entered
no later than 45 days after the Petition Date.
(e) The Plan Effective Date must have occurred no later than 60
days after the Petition Date, which will automatically be extended
for up to an additional 30 days solely to the extent that all
conditions to the occurrence of the Plan Effective Date have been
satisfied or waived other than (i) the Regulatory Condition and
(ii) those conditions precedent to the Plan Effective Date that by
their nature are to be satisfied on the Plan Effective Date.
A copy of the motion is available at https://urlcurt.com/u?l=HkAXmW
from PacerMonitor.com.
About CalAmp Corp.
CalAmp (Nasdaq: CAMP) provides flexible solutions to help
organizations worldwide monitor, track and protect their vital
assets. Its unique device-enabled software and cloud platform
enables commercial and government organizations worldwide to
improve efficiency, safety, visibility and compliance while
accommodating the unique ways they do business. With over 10
million active edge devices and 275+ approved or pending patents,
CalAmp is the telematics leader organizations turn to for
innovation and dependability. On the Web: http://www.calamp.com/
On June 3, 2024, CalAmp Corp. and three affiliated debtors, namely,
CalAmp Wireless Network Corporation, LoJack Global LLC, and Synovia
Solutions, LLC (Bankr. D. Del. Lead Case No. 24-11136). The
Honorable Laurie Selber Silverstein is the case judge. CalAmp
reports $281 million in assets and $355 million in liabilities as
of the bankruptcy filing. The Debtors have $275 million of funded
debt obligations, specifically $45 million in term loans and $230
million in secured notes.
Local Wilmington law firm Potter Anderson & Corroon is serving as
lead counsel. Bradley Arant Boult Cummings serves as special
counsel for the Company. Oppenheimer & Co. Inc., is the financial
advisor, and Stretto is the claims agent.
CANO HEALTH: Fine-Tunes Plan Documents
--------------------------------------
Cano Health, Inc. and Its Affiliated Debtors submitted a Disclosure
Statement for the Fourth Amended Joint Chapter 11 Plan of
Reorganization dated May 21, 2024.
The Plan groups the Debtors together solely for the purpose of
describing treatment under the Plan, confirmation of the Plan, and
making distributions in accordance with the Plan in respect of
Claims against and Interests in the Debtors under the Plan.
The Disbursing Agent shall not be required to make any distribution
of Cash less than Fifty Dollars ($50) to any holder of an Allowed
Claim; provided that if any distribution is not made pursuant to
this Section 6.15, such distribution shall be added to any
subsequent distribution to be made on behalf of the holder 's
Allowed Claim.
Distributions after Allowance
Following the Effective Date, a Disputed Claims Reserve shall be
maintained. Subject to definitive guidance from the IRS or a court
of competent jurisdiction to the contrary, or the receipt of a
determination by the IRS, the Disbursing Agent shall treat the
Disputed Claims Reserve as a "disputed ownership fund" governed by
section 1.468B-9 of the Treasury Regulations and to the extent
permitted by applicable law, report consistently with the foregoing
for state and local income tax purposes. All taxes imposed on
assets or income of the Disputed Claims Reserve shall be payable
out of the Litigation Trust or as otherwise may be agreed. The
Disbursing Agent or the Reorganized Debtors, as applicable, shall
be responsible for payment, out of the assets of the Litigation
Trust or as otherwise may be agreed, of any expenses associated
with administering the Disputed Claims Reserve, including any taxes
imposed on the Disputed Claims Reserve or its assets. All parties
(including the Debtors, the Reorganized Debtors, the Disbursing
Agent, and the holders of Disputed Non-RSA GUC Claims) shall be
required to report for tax purposes consistently with the
foregoing.
As soon as reasonably practicable after a Disputed Claim becomes,
in whole or in part, an Allowed Claim, the holder thereof shall be
entitled to distributions, if any, to which such holder is entitled
as provided in the Plan, without interest, as provided in Section
7.9 of the Plan. Such distributions shall be made as soon as
practicable after the date that the order or judgment of the
Bankruptcy Court allowing such Disputed Claim (or portion thereof)
becomes a Final Order.
The Plan is being proposed as a joint plan of reorganization of the
Debtors for administrative purposes only and constitutes a separate
chapter 11 plan for each Debtor. The Plan is not premised on, and
does not provide for, the substantive consolidation of the Debtors
with respect to the Classes of Claims or Interests set forth in the
Plan, or otherwise.
The Restructuring shall be consummated pursuant to a Reorganization
Transaction (which may include a Plan Sponsor Investment and/or
implemented through an asset sale) or a Whole-Co Sale Transaction,
either of which may be coupled with one or more Discrete Asset
Sales, including as set forth in the Description of Transaction
Steps.
On the Effective Date, the Exit Facility Credit Agreement and the
other Exit Facility Documents shall be executed, delivered, and all
fees and expenses required to be paid on the Effective Date
thereunder shall be paid, and the applicable Post-Emergence
Entities shall be authorized to execute, deliver, enter into, and
make any payments required by the Exit Facility Credit Agreement
and the other Exit Facility Documents without the need for any
further corporate action and without further action by the holders
of Claims or Interests. The form of the Exit Facility Credit
Agreement will be filed as part of the Plan Supplement.
A full-text copy of the Fourth Amended Plan dated May 21, 2024 is
available at https://urlcurt.com/u?l=IQdJXb from kccllc.net, the
claims agent.
Attorneys for the Debtors:
Gary T. Holtzer, Esq.
Jessica Liou, Esq.
Kevin Bostel, Esq.
Matthew P. Goren, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, NY 10153
Tel: (212) 310-8000
E-mail: gary.holtzer@weil.com
jessica.liou@weil.com
kevin.bostel@weil.com
matthew.goren@weil.com
-and-
Mark D. Collins, Esq.
Michael J. Merchant, Esq.
Amanda R. Steele, Esq.
RICHARDS, LAYTON & FINGER, P.A.
920 N. King Street
Wilmington, DE 19801
Tel: (302) 651-7700
E-mail: collins@rlf.com
merchant@rlf.com
steele@rlf.com
About Cano Health Inc.
Cano Health, Inc., and its affiliates are independent primary care
physician group.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10164) on February
4, 2024. In the petitions signed by Mark Kent, authorized
signatory, the Debtors disclosed $1,211,931,000 in assets and
$1,471,032,000 in liabilities.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Richards, Layton & Finger, PA and Weil, Gotshal
& Manges, LLP as bankruptcy counsels; Quinn Emanuel Urquhart &
Sullivan, LLP as special counsel; Houlihan Lokey, Inc. as
investment banker; and AlixPartners, LLP as financial advisor.
Kurtzman Carson Consultants, LLC is the claims, notice and
solicitation agent.
Gibson, Dunn & Crutcher, LLP and Pachulski, Stang, Ziehl & Jones,
LLP represent the ad hoc first lien group while ArentFox Schiff,
LLP represents Wilmington Savings Fund Society, FSB, the DIP
agent.
Credit Suisse AG, Cayman Islands Branch, serves as administrative
agent and collateral agent, under the Credit Agreement. Freshfields
Bruckhaus Deringer US, LLP is counsel to the agent.
JPMorgan Chase Bank, N.A., serves as administrative agent and
collateral agent under the Side-Car Credit Agreement. It is
represented by Proskauer Rose, LLP.
Daniel McMurray was appointed as the patient care ombudsman in
these Chapter 11 cases. He tapped Neubert Pepe & Monteith PC and
Klehr Harrison Harvey Branzburg, LLP as his counsel.
CANO HEALTH: June 28 Chapter 11 Plan Confirmation Hearing Set
-------------------------------------------------------------
The Hon. Karen B. Owens of the U.S. Bankruptcy Court for the
District of Delaware will hold a hearing on June 28, 2024, at 9:30
a.m. (prevailing Eastern Time), at 824 North Market Street, 6th
Floor, Courtroom 3, Wilmington, Delaware to consider confirmation
of the Fourth Amended Joint Chapter 11 Plan of Reorganization of
Cano Health Inc. and its debtor-affiliates. Objections to the
confirmation of the Debtors' plan, if any, is June 21, 2024, at
5:00 p.m. (prevailing Eastern Time).
The Court approved the adequacy of the Debtors' disclosure
statement explaining their Amended Joint Chapter 11 Plan on May 17,
2024.
The deadline to vote to accept or reject the Plan is June 21, 2024,
at 5:00 p.m. (prevailing Eastern Time).
The Debtors are seeking to confirm a prearranged plan under chapter
11 of the Bankruptcy Code with the support, pursuant to the terms
of a restructuring support agreement entered into on Feb. 4, 2024
("Restructuring Support Agreement" or "RSA"), three of creditors
holding approximately 86% of the Debtors' secured revolving and
term loan debt and approximately 92% of the Debtors' senior
unsecured notes ("Consenting Creditors"). The Debtors are seeking
to move forward with a committed Plan to recapitalize and
deleverage their balance sheet ("Reorganization Transaction"),
while at the same time explore opportunities for a sale of all, or
substantially all, of their assets ("Whole-Co Sale Transaction").
The Plan provides that either the Reorganization Transaction or the
Whole-Co Transaction may be coupled with the sale of one or more
certain discrete businesses and assets ("Discrete Asset Sale").
The Official Committee of Unsecured Creditors also supports
approval of the Plan. Following extensive negotiations, the
Creditors' Committee, the Debtors, and the Consenting Creditors
entered into a global compromise and settlement to resolve all of
the Creditors' Committee's issues with the Plan, including the
allocation of consideration to be distributed to holders of
unsecured claims ("Global Settlement"). The terms of the Global
Settlement are incorporated into the Plan. The Plan provides for,
among other things, (i) a comprehensive restructuring of the
Debtors' prepetition obligations or sale of substantially all of
their assets, (ii) the provision of the going-concern value of the
Debtors' businesses, (iii) maximization of creditor recoveries,
(iv) an equitable distribution to the Debtors' stakeholders, (v)
continuation of high-quality medical care to the Debtors' patients,
and (vi) optimal protection of the jobs of the Debtors' providers
and other employees.
The key terms of the restructuring transactions as contemplated by
the Plan and the Restructuring Support Agreement are:
-- The reorganization and substantial deleveraging of the
Debtors' business pursuant to either a Reorganization Transaction
or a Whole-Co Sale Transaction (in each case subject to the consent
of the Requisite Consenting Creditors);
-- Either (i) conversion of approximately $933 million in
principal amount of secured debt into a combination of takeback
debt and 100% of the New Equity Interests or (ii) payment of the
secured debt claims with the proceeds of a Whole-Co Sale
Transaction after all DIP Claims have been paid in full;
-- $150 million in new senior, super priority DIP term loans,
which will convert into, or be replaced by, an exit facility at
emergence (or be paid in full in cash in the event of a Whole-Co
Transaction);
-- Raising of a new money superpriority revolving credit
facility for up to $75 million on terms acceptable to the Requisite
Consenting Creditors to further supplement the Debtors' liquidity
post-emergence in the event of a Reorganization Transaction;
-- Assumption of executory contracts of continuing trade
contract counterparties and payment in full of Allowed Cure Amounts
subject to the reasonable consent of the Requisite Consenting
Lenders;
-- The separate classification and treatment of Non-RSA GUC
Claims, pursuant to which holders of Allowed Non-RSA GUC Claims
shall be entitled to receive their pro rata share of:
a) MSP Recovery Proceeds (approximately $5.6 million in
net
cash proceeds from the liquidation of certain shares in
MSP Recovery, Inc. held by the Debtors as of the
Petition
Date);
b) proceeds of certain causes of action against certain of
the Debtors' former officers and directors to be
assigned
to a trust for the benefit of General Unsecured
Creditors;
and
c) incremental cash (capped at $1 million in the
aggregate),
comprised of a combination of one or more of the
foregoing:
(i) De Minimis Asset Sale Proceeds; (ii) cash proceeds
from the sale of CPE Assets; and (c) up to $1 million
in
Simply/MSP Proceeds.
-- Holders of Non-RSA GUC Claims should be aware that
the
Creditors’ Committee may, in its sole discretion,
determine, prior to the Effective Date, to
reallocate
some or all of the Cash otherwise entitled to be
distributed to holders of Allowed Non-RSA GUC
Claims,
instead, to fund the Litigation Trust and the
Litigation
Trust Expenses.
-- a Cash distribution to holders of Allowed Convenience
Claims in an amount equal to the lesser of 50% of its Allowed
Convenience Claim or its pro rata share of $400,000, which cash
shall be funded from the MSP Recovery Proceeds (and any holder of
an Non-RSA GUC Claim in an allowed amount exceeding $10,000 will
have the option to reduce the allowed amount of their Non-RSA GUC
Claim to $10,000 and opt into Class 6;
-- pro rata distributions to holders of Allowed RSA GUC
Claims (comprised of the Allowed First Lien Deficiency Claims,
Allowed Senior Note Claims, and the Allowed Kent Claims) of
warrants to purchase up to 5% of the New Equity Interests; and
-- prompt emergence from chapter 11 pursuant to the
milestones set forth in the Restructuring Term Sheet included in
the RSA (as modified by the DIP Orders, and as amended from time to
time with the consent of the Consenting Creditors).
A full-text copy of the Disclosure Statement is available for free
at https://tinyurl.com/877akrya
A full-text copy of the Amended Joint Chapter 11 Plan is available
for free at https://tinyurl.com/328cz8xw
About Cano Health Inc.
Cano Health, Inc., and its affiliates are independent primary care
physician group.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10164) on February
4, 2024. In the petitions signed by Mark Kent, authorized
signatory, the Debtors disclosed $1,211,931,000 in assets and
$1,471,032,000 in liabilities.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Richards, Layton & Finger, PA and Weil, Gotshal
& Manges, LLP as bankruptcy counsels; Quinn Emanuel Urquhart &
Sullivan, LLP as special counsel; Houlihan Lokey, Inc. as
investment banker; and AlixPartners, LLP as financial advisor.
Kurtzman Carson Consultants, LLC is the claims, notice and
solicitation agent.
Gibson, Dunn & Crutcher, LLP and Pachulski, Stang, Ziehl & Jones,
LLP represent the ad hoc first lien group while ArentFox Schiff,
LLP represents Wilmington Savings Fund Society, FSB, the DIP
agent.
Credit Suisse AG, Cayman Islands Branch, serves as administrative
agent and collateral agent, under the Credit Agreement. Freshfields
Bruckhaus Deringer US, LLP is counsel to the agent.
JPMorgan Chase Bank, N.A., serves as administrative agent and
collateral agent under the Side-Car Credit Agreement. It is
represented by Proskauer Rose, LLP.
Daniel McMurray was appointed as the patient care ombudsman in
these Chapter 11 cases. The PCO tapped Neubert Pepe & Monteith PC
and Klehr Harrison Harvey Branzburg, LLP as his counsel.
CARTER BURKS: Unsecureds to Get Share of Income for 3 Years
-----------------------------------------------------------
Carter Burks Inc, d/b/a Carter Water, filed with the U.S.
Bankruptcy Court for the Middle District of Florida a Subchapter V
Plan of Reorganization dated May 21, 2024.
For over eighteen years the Debtor operated under a successful
business model providing sales and service of water softener and
well water systems in Central Florida.
During 2020 the Debtor was presented with an opportunity to become
a Home Depot service provider. As a part of the relationship with
Home Depot, the Debtor's business operations expanded from Central
Florida to Louisiana and Georgia. Unfortunately, due to a change in
management at Home Depot, the relationship with Home Depot began to
fall apart. As a result, the Debtor's annual revenues fell from $
4.3 million to $600 thousand very quickly.
By filing chapter 11, subchapter V, the Debtor will be able to
return to the localized but solid business model that had made it
successful for over eighteen years before the Home Depot
relationship. The Debtor has closed its locations in New Orleans,
Louisiana, Atlanta Georgia and Longwood, Florida and reduced its
work force from over 20 to 3 employees. By reducing its expenses,
it will be able to maintain its solid book of business to serve its
regular customers and return to profitability.
The Debtor projects having approximately $60,000 in Cash in the
Debtor's DIP accounts on the Effective Date. On the Effective Date,
the Debtor will have sufficient Cash to pay the following amounts
due on the Effective Date: (i) the payment of $10,000 to Franklin
Water Treatment d/b/a Puronics to cure the default under the
Puronics Dealer Agreement; (iii) the Allowed Priority Tax Claim of
the IRS in the amount of $23,778.84; and (iv) the administrative
expense claim of the Subchapter V Trustee in the current amount of
$1,000.
The Plan provides for the orderly payment of Allowed Claims with
the Debtor's projected disposable income over the life of the Plan.
The Debtor will pay in full all Allowed Administrative Claims on
the Effective Date, unless otherwise agreed to by the holder of any
such claim. Creditors will receive more than they would have
received in a Chapter 7 liquidation.
Class 1 consists of General Unsecured Claims. Holders of General
Unsecured Claims shall receive approximately a Pro Rata Share of
the net sum of the Projected Disposable Income over a three-year
period beginning on the Effective Date, after making payment in
full of Allowed Administrative Expense Claims, Fee Claims, the
Allowed Priority Tax Claim, and the Dealer Agreement Cure Payment
in accordance with the terms of this Plan.
The Reorganized Debtor shall make equal quarterly payments in the
amount of $3000 after making payments due under this Plan to
Allowed Administrative Expense Claims, Fee Claims, the Allowed
Priority Tax Claim, and the Dealer Agreement Cure Payment for a
period of three years beginning on the Effective Date. Payments to
General Unsecured Creditors shall be made on a quarterly basis,
with the first payment due September 30, 2024.
Class 6 consists of Equity Interest Holder. On and after the
Effective Date, Carter Burk shall retain his full 100% interest in
the Debtor.
The Plan contemplates that the Reorganized Debtor will continue to
operate the business of the Debtor. The Reorganized Debtor believes
that the continued earnings through the operation of the Debtor
will be sufficient to fund the payments required to be made under
the Plan.
Prior to the Effective Date, and subject to the Bankruptcy Code,
Final Orders of the Bankruptcy Court, and other applicable law, the
Debtor shall use funds generated during the pendency of the
bankruptcy case to pay amounts due in the ordinary course and to
fund payments due under the Plan on and after the Effective Date.
A full-text copy of the Subchapter V Plan of Reorganization dated
May 21, 2024 is available at https://urlcurt.com/u?l=9uUf7P from
PacerMonitor.com at no charge.
The Debtor's Counsel:
Frank M. Wolff, Esq.
NARDELLA & NARDELLA, PLLC
135 W. Central Blvd
Suite 300
Orlando, FL 32801
Tel: 407-966-2680
E-mail: fwolff@nardellalaw.com
About Carter Burks
Carter Burks, Inc., doing business as Carter Water, offers water
solutions for Central Florida homes and businesses. It also offers
home energy savings solutions and clean air solutions.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00823) on February
21, 2024, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. Virgil Burks, president, signed the
petition.
Judge Lori V. Vaughan oversees the case.
Frank M. Wolff, Esq., at Nardella & Nardella, PLLC represents the
Debtor as legal counsel.
CENTER FOR ALLERGIC: Unsecureds to Recover 100% over 60 Months
--------------------------------------------------------------
Center for Allergic Diseases, LLC filed with the U.S. Bankruptcy
Court for the District of Maryland a Disclosure Statement for Small
Business describing Plan of Reorganization dated May 21, 2024.
The Debtor is a limited liability company. The entity was
incorporated in 2012. The sole member of Debtor, Sampson Sarpong,
was a licensed medical doctor.
The Debtor operated medical facilities in each of the properties
located at 12150 Annapolis Road, Bowie, Maryland and 4255 Altamont
Place, Unit 202, White Plains, Maryland. During this time period,
he had two employees. In 2017 he no longer practiced medicine, at
which time, Debtor leased the commercial properties to third
party.
The only insider to the Debtor, is the sole member of the Debtor,
Sampson Sarpong. Either at the time of filing or a few days before
or after filing, Sampson Sarpong withdrew approximately $15,000.00
from Debtor's account. These funds were deposited back into the
Debtor's DIP account on or about January 2024. No other
compensation has been paid to Sampson Sarpong since filing of
bankruptcy case.
General unsecured creditors are classified in Class 1 and 2, and
will receive a distribution of 100% of their allowed claims, to be
distributed as follows $1,336.49 or $1,403.16 per month (if Debtor
does not pay an adequate protection payment of $4,000) for 60
months for an aggregate amount of $84,190.02.
Class 1 consists of General Unsecured Claims. Creditors in this
Class include MD Comptroller ($182.00); IRS ($15,929.46); and
Trustee $977.41 (17,088.87). This Class shall receive a monthly
payment of $284.81 that will begin on the effective date of the
Plan and will end in 60 months. This Class will receive a
distribution of 100% of their allowed claims. This Class is
impaired.
Class 2 consists of General Unsecured Claims Nondischargeable
Debtor Section 523 (a)(16) Fairview Center Condominium II, Inc.
This Class shall receive a monthly payment of $1,051.68 or
$1,118.35 that will begin on the effective date of the Plan and
will end in 60 months. This Class will receive a distribution of
100% of their allowed claims. This Class is impaired.
Payments and distributions under the Plan will be funded by 12150
Annapolis Road, Bowie, MD (Fairwood), the rental income increased
in February 2024 from $3,553.50 to $3,660.00. the condominium dues
is $1,027.00 per month and the tenant pays the electric and any
other utilities. Therefore, the net proceeds are: $2,633. This is
sufficient disposable income to pay the creditors under the Plan.
A full-text copy of the Disclosure Statement dated May 21, 2024 is
available at https://urlcurt.com/u?l=otWqwE from PacerMonitor.com
at no charge.
About Center for Allergic Diseases
Center for Allergic Diseases, LLC, operated medical facilities in
each of the properties located at 12150 Annapolis Road, Bowie,
Maryland and 4255 Altamont Place, Unit 202, White Plains,
Maryland.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 23-17168) on October 4,
2023.
Judge Maria Ellena Chavez-Ruark presides over the case.
Diana L. Klein at Klein & Associates, LLC, is the Debtor's legal
counsel.
CENTERPOINT RADIATION: Court OKs Deal on Cash Collateral Access
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, authorized CenterPoint Radiation Oncology,
LLC, a California limited liability company, and affiliates to use
cash collateral, on an interim basis, in accordance with their
agreement with First-Citizens Bank & Trust Company and (iii) Delphi
Investors, Inc.
The parties agreed that the Debtors may use cash collateral on an
interim basis through the close of business on June 30, 2024 in
accordance with the budget, solely to the extent necessary to pay
post-petition expenses.
The Debtors will use $58,500 of cash collateral to pay Delphi rent
for June 2024 and such payment will be made on the same day that
the Debtors pay to FCB $5,700, which represents the monthly
adequate protection payments due FCB.
Delphi, in exchange for receipt of $58,500 of cash collateral for
rent for June 2024 will not declare a default for failure to pay
the sum of $101,000 rent for June 2024.
Delphi will also be prohibited from locking out the Debtors from
the Debtors' business located at 8929 Wilshire Blvd., Suite 100,
Beverly Hills, California 90211 until June 30, 2024 so long as (i)
the Debtors make the June 2024 payment of $58,500 by June 1, 2024
and (ii) subject to the terms of any buyer's lease.
A hearing on the matter is set for June 12, 2024 at 11 a.m.
A copy of the stipulation is available at
https://urlcurt.com/u?l=XOSOf2 from PacerMonitor.com.
A copy of the order is available at https://urlcurt.com/u?l=yWLCIw
from PacerMonitor.com.
About CenterPoint Radiation
CenterPoint Radiation Oncology, LLC filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case
No. 23-13448) on June 2, 2023, with $100,000 to $500,000 in assets
and $1 million to $10 million in liabilities. Dr. Rosalyn Morrell,
member, signed the petition.
Judge Sheri Bluebond oversees the case.
Ron Bender, Esq., at Levene, Neale, Bender, Yoo & Golubchik, LLP is
the Debtor's counsel.
CHAPIN DAIRY: Court OKs Affiliate's Deal on Cash Collateral Access
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Riverside Milk, LLC, an affiliate of Chapin Dairy, LLC to use cash
collateral from the sale of its cattle in accordance with its
agreement with American Ag Credit.
As previously reported by the Troubled Company Reporter, on April
29, 2024, Riverside filed its Report of Sale, reporting to the
Court that Riverside completed the sale of all 356 head of cattle,
Riverside depositing $549,182 into a segregated account with
American AgCredit, FLCA, American AgCredit, PCA, and American
AgCredit, ACA. American Ag Credit since confirmed receipt of all
$549,182. Pursuant to the Court's order, the 356 Head Funds are
being held subject to further order of the Court.
The 356 Head Funds are subject to a first priority, perfected,
secured, pre- and postpetition, lien in favor of American Ag
Credit, as more fully stated in the Order Granting Final Use of
Cash Collateral.
The court said Riverside may expend no more than $16, 650 per
calendar month, over a 12 month period, in furtherside of
preserving the Riverside Remaining Assets in anticipation of a
value-maximizing sale of the Riverside Remaining Assets after the
confirmation of a liquidating plan, subject to the following
further orders.
Prior to any expenditure of the 356 Head Funds, Riverside will send
American Ag Credit advanced, comprehensive two month budget
projections, with any and all tentative agreements, proposals, and
purchase orders with any vendor. Riverside proposing expenditures
from the 356 Head Funds by category and with a description of the
circumstances which will cause the expense. American Ag Credit will
review the budget projections for completeness, and American Ag
Credit will request further data to the extent American Ag Credit
deems the projection incomplete, within four business days. Upon
American Ag Credit obtaining all information it reasonably deems
necessary to assess the projected budget, American Ag Credit will
approve or disapprove, by category, all categories of proposed
expenditures within seven business days, American Ag Credit
emailing Riverside and Riverside's counsel with all approvals and
disapprovals.
American Ag Credit will exercise its discretion to approve or
disapprove any categorical expenditure in accordance with the terms
and conditions of the order and the following:
a. To the extent any categorical proposed expenditure exceeds any
substantially similar line item in the projected budget above,
American Ag Credit has sole discretion to disapprove the
expenditure without further explanation:
b. To the extent any categorical proposed expenditure is not
supported by a proposed agreement, proposal, description, and/or
purchase order, and the expenditure should commercially reasonably
be substantiated by such (e.g. an insurer's proposed declarations
page). American Ag Credit has sole discretion to disapprove the
expenditure without further explanation:
c. To the extent any categorical proposed expenditure is not
supported by a firm scope of work and firm price (e.g. a
contractor's bid), American Ag Credit has sole discretion to
disapprove the expenditure without further explanation: and
d. To the extent the gross total of a proposed two month budget
exceeds $33.300, American Ag Credit has sole discretion to
disapprove the entirety of the proposed two month budget without
further explanation.
Riverside and American Ag Credit agree that upon American Ag
Credit's approval of any budget, American Ag Credit will release
the lesser of the first month's budget or $16,650 for the first
month going forward to Riverside's debtor-in-possession account
within four business days of approval, and American Ag Credit will
release the second tranche of the lesser of the second month's
budget or $16,650 for the second month going forward to Riverside's
debtor-in-possession account within no later than four business
days before the start of the second month. Riverside and American
Ag Credit agree that no carry-overs of unspent amounts in any
category in any calendar month, whether proposed or approved, will
apply or accrue, and Riverside and American Ag Credit agree that
both will negotiate in good faith regarding the most efficient
manner of return of any surplus after any one month to American Ag
Credit.
A copy of the order is available at https://urlcurt.com/u?l=ubkt1H
from PacerMonitor.com.
About Chapin Dairy, LLC
Chapin Dairy, LLC owns five properties in Weldona, Colo. valued at
$5.96 million. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-13262) on July
24, 2023. In the petition signed by A. Foy Chapin, manager, the
Debtor disclosed $11,249,082 in assets and $19,303,237 in
liabilities.
Judge Thomas B. Mcnamara oversees the case.
Jeffrey A. Weinman, Esq., at Allen Vellone Wolf Helfrich & Factor,
P.C., represents the Debtor as legal counsel.
CHARGE ENTERPRISES: Suit Says Former Execs Hid Liquidity Issues
---------------------------------------------------------------
Emilie Ruscoe of Law360 reports that three current and former
executives of bankrupt electric-vehicle charging infrastructure
company Charge Enterprises Inc. face an investor's proposed class
action claiming the executives concealed a liquidity crisis
involving the company's founder and his investment advisory firm
that allegedly precipitated Charge's bankruptcy.
About Charge Enterprises
Charge Enterprises, Inc. is an electrical, broadband, and electric
vehicle charging infrastructure Debtor that provides clients with
end-to-end project management services, from advising, designing,
engineering, acquiring, and installing equipment, to monitoring,
servicing, and maintenance.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-10349) on March 7,
2024, with $114,368,349 in assets and $48,718,180 in liabilities.
Craig Harper-Denson, authorized officer, signed the petition.
Judge Thomas M. Horan oversees the case.
The Debtor tapped Ian J. Bambrick, Esq., at FAEGRE DRINKER BIDDLE &
REATH LLP as bankruptcy counsel; BERKELEY RESEARCH GROUP, LLC as
financial restructuring adviser; and SQUIRE PATTON BOGGS (US) LLP
as special litigation counsel.
CIDARA THERAPEUTICS: Reports Net Loss of $10.3MM in Q1 2024
-----------------------------------------------------------
Cidara Therapeutics, Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss and comprehensive loss of $10.3 million for the three
months ended March 31, 2024, compared to a net income and
comprehensive income of $3 million for the three months ended March
31, 2023.
Cidara said, "We have a limited operating history and the sales and
income potential of our business and market are unproven. We have
experienced net losses and negative cash flows from operating
activities since our inception. As of March 31, 2024, we had an
accumulated deficit of $451.8 million. We expect to continue to
incur net losses into the foreseeable future. Successful transition
to attaining profitable operations is dependent upon achieving a
level of revenues adequate to support our cost structure."
"As of March 31, 2024, we had cash and cash equivalents of $29
million. On April 24, 2024, we received total gross proceeds of
$240 million in the Private Placement, which with the other
subsequent events, has alleviated substantial doubt about our
ability to continue as a going concern and provides sufficient
liquidity for a period of 12 months."
"Our ability to execute our current business plan depends on our
ability to obtain additional funding through equity offerings, debt
financings or potential licensing and collaboration arrangements.
We may not be able to raise additional funding on terms acceptable
to us, or at all, and any failure to raise funds as and when needed
will compromise our ability to execute on our business plan."
"We plan to continue to fund our losses from operations through
cash and cash equivalents on hand, as well as through future equity
offerings, debt financings, other third-party funding, and
potential licensing or collaboration arrangements. There can be no
assurance that additional funds will be available when needed from
any source or, if available, will be available on terms that are
acceptable to us. Even if we raise additional capital, we may also
be required to modify, delay or abandon some of our plans which
could have a material adverse effect on our business, operating
results and financial condition and our ability to achieve our
intended business objectives. Any of these actions could materially
harm our business, results of operations and future prospects."
As of March 31, 2024, the Company had $52.7 million in total
assets, $70.5 million in total liabilities, and $17.8 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/1610618/000161061824000073/cdtx-20240331.htm
About Cidara Therapeutics
Headquartered in San Diego, California, Cidara Therapeutics --
visit www.cidara.com -- is using its proprietary Cloudbreak
platform to develop novel drug-Fc conjugates (DFCs). These
targeted immunotherapies offer the unique opportunity to create
"single molecule cocktails" comprised of targeted small molecules
and peptides coupled to a human antibody fragment (Fc). DFCs are
designed to save lives and improve the standard of care for
patients facing cancers and other serious diseases by inhibiting
specific disease targets while simultaneously engaging the immune
system. In addition, Cidara received FDA and EC approval for
REZZAYO (rezafungin for injection), which it has licensed to
multiple partners to commercialize in the U.S. and ex-U.S.
As of Dec. 31, 2023, the Company had $67.03 million in total
assets, $75.24 million in total liabilities, and a total
stockholders' deficit of $8.21 million.
* * *
This concludes the Troubled Company Reporter's coverage of Cidara
Therapeutics until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
CIRTRAN CORP: Posts $518,088 Net Loss in Q1 2024
------------------------------------------------
CirTran Corporation filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $518,088 on $429,391 of net sales for the three months ended
March 31, 2024, compared to a net loss of $480,345 on $213,409 of
net sales for the three months ended March 31, 2023.
"We had a working capital deficiency of $19,823,850 as of March 31,
2024, and a net loss from continuing operations of $479,827 for the
three months ended March 31, 2024. As of March 31, 2024, we had an
accumulated deficit of $59,535,279. These conditions raise
substantial doubt about our ability to continue as a going
concern," CirTran said.
"Our ability to continue as a going concern is dependent upon our
ability to successfully accomplish our business plan and eventually
attain profitable operations," the Company said.
In the coming year, the Company's foreseeable cash requirements
will relate to development of business operations and associated
expenses. The Company may experience a cash shortfall and be
required to raise additional capital.
"Historically, we have mainly relied upon shareholder loans and
advances to finance operations and growth. Management may raise
additional capital by retaining net earnings, if any, or through
future public or private offerings of our stock or loans from
private investors, although we cannot assure that we will be able
to obtain such financing. Our failure to do so could have a
material and adverse effect upon our shareholders and us," the
Company said.
As of March 31, 2024, the Company had $1,879,191 in total assets,
$24,175,964 in total liabilities, and $22,296,773 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/813716/000149315224019775/form10-q.htm
About CirTran Corp.
CirTran Corporation specializes in manufacturing, marketing,
distribution, and technology services in a wide variety of consumer
products, including tobacco products, medical devices, and
beverages, around the world, it has an innovative and
consumer-focused approach to brand portfolio management, resting on
a strong understanding of consumers domestically, and have
established a footprint in more than 50 key, international
markets.
As of December 31, 2023, the Company had $1,848,562 in total
assets, $23,627,247 in total liabilities, $21,778,685 in total
stockholders' deficit.
Spokane, Wash.-based Fruci & Associates II, PLLC, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated April 19, 2024, citing that the Company has an
accumulated deficit, net losses, and negative cash flows from
operations. These factors, among others, raise substantial doubt
about the Company's ability to continue as a going concern.
CITY BREWING: Moody's Alters Outlook on 'Caa2' CFR to Positive
--------------------------------------------------------------
Moody's Ratings affirmed City Brewing Company, LLC's ("City", "City
Brewing" or "the company") Caa2 Corporate Family Rating and City's
Caa2-PD/LD Probability of Default Rating following the completion
of a distressed debt exchange. Moody's appended a limited default
designation (/LD) to the Caa2-PD PDR because Moody's considered the
company's recent debt exchange transaction as a distressed exchange
default. The lenders incurred a loss relative to the original
principal by exchanging the existing City Brewing term loans into
new term loans at a discount and a transaction to address the
company's tight liquidity was necessary. Concurrently, Moody's
assigned a B3 rating to BrewCo Borrower, LLC's ("BrewCo") $120
million senior secured first lien revolving credit facility
maturing in 2027, B3 rating to BrewCo Borrower, LLC's $122 million
senior secured first lien first out new money term loan maturing in
2028, B3 rating to BrewCo Borrower, LLC's $364 million senior
secured first lien first out term loan maturing in 2028 and Caa3
rating to BrewCo Borrower, LLC's $400 million senior secured first
lien second out term loan maturing in 2028. Moody's downgraded
City's existing first lien secured term loan to Ca from Caa2 due to
the weakened collateral position following the removal of some of
the original collateral as part of the debt exchange and withdrew
the Caa2 rating on the existing revolver as the original revolver
was fully replaced and terminated. City's rating outlook changed to
positive from negative and BrewCo's outlook is positive despite
leverage being relatively unchanged after the transactions because
liquidity is improved. Moody's will remove the "/LD" designation
from the company's PDR in approximately three business days.
On April 26, 2024, City completed a transaction with a group of
existing lenders to exchange its existing revolver and term loan
into new facilities and also raised $115 million through the
issuance of a first lien first out new money term loan. City
created a new subsidiary, BrewCo Borrower, LLC, to be the borrower
of the new facilities and provided funds to City through an
intercompany loan. Holders of approximately 98% of the existing
term loan and 100% of the revolving commitment agreed to the
exchange offer terms. City provided better terms on the debt
exchange for the ad-hoc lender group that consisted of lenders
holding about 73% of the original City term loan because such
lenders funded the new money first out term loan. The ad-hoc lender
group exchanged 50% of their existing term loan for a new first-out
term loan (FLFO) and 50% of their existing term loan for a new
second-out term loan (FLSO) with both exchanges at a 3% discount.
The non ad-hoc lender group exchanged 40% of their existing term
loan into the FLFO and 60% of their existing term loan into the
FLSO with both exchanges at a 15% discount. As a result of the
transactions, the existing City Brewing term loan was exchanged
into $364 million of FLFO term loans and $400 million of FLSO term
loan with the remaining $15 million unexchanged portion of the
original City Brewing term loan still outstanding. The $115 million
of new money matures in 2028 and has the same collateral and first
out payment priority as the FLFO term loan. The original $100
million revolver was replaced with a new $120 million revolver
issued by BrewCo Borrower, LLC that matures in April 2027 and does
not have financial maintenance covenants.
The La Crosse brewery was stripped as collateral out of the
original City Brewing credit facilities to bolster the collateral
package for the new credit facilities issued by BrewCo Borrower,
LLC. Certain mortgages and the intercompany loan to City Brewing
from BrewCo, are also pledged to the BrewCo credit facilities. The
original City Brewing term loans that were not exchanged no longer
have a collateral pledge from the La Crosse brewery and have no
collateral claim on the additional mortgages pledged to the BrewCo
facilities. The revolver, new money term loan and FLFO loans have a
first lien first out position with respect to the incremental
BrewCo collateral (La Crosse brewery, certain additional mortgages
and the intercompany loan to City Brewing) and the FLSO term loan
has a first lien second out position on such collateral. The BrewCo
facilities and the $15 million remaining on the original City
Brewing term loan have a pari-passu pledge on the remaining
collateral. BrewCo Borrower, LLC is an indirect subsidiary of City
Brewing.
The affirmation of the Caa2 CFR reflects that debt-to-EBITDA
leverage remained relatively unchanged at over 10.5x following the
completion of the exchange offer since principle reductions due to
the discounts were largely offset by the new money borrowing. The
affirmation also reflects that the company needs to execute well on
growth initiatives to grow earnings and reduce leverage. Free cash
flow will also remain negative in 2024 due to elevated capital
expenditures and higher interest expense associated with the new
term loan.
The rating outlook was changed to positive due to the improved
liquidity that Moody's expects to be adequate for the next 12-18
months as City continues its business turnaround plans. As part of
the transactions, the company replaced the existing $100 million
revolver maturing in April 2026 with a new $120 million revolver
maturing in April 2027 and used proceeds from the new money term
loan to repay the bulk of the outstanding revolver balance. The
meaningful increase in unused revolver capacity provides the
company more flexibility to fund its growth initiatives. Moody's
expects debt-to-EBITDA leverage to decline to roughly 8x by the end
of 2024 with further improvement projected in 2025 if the company
executes well. New business, including the full onboarding of
Pabst, as well as cost discipline will increase EBITDA and should
allow for slightly positive free cash flow in 2025.
Terms for the new credit facilities include the following:
Incremental debt capacity up to $20 million, which can be pari
passu secured but must be junior in right of payment to the FLFO
term loans. There is no inside maturity sublimit. The credit
agreement prohibits the designation of unrestricted subsidiaries,
preventing collateral "leakage" to such subsidiaries. A "blocker"
provision restricts the transfer of any brewing facility or IP
Rights to non-guarantor subsidiaries (La Crosse Brewing Facility,
which is an excluded asset under the existing credit facility, will
be held or owned by any subsidiary that is not a priority loan
party). The credit agreement provides some limitations on
up-tiering transactions, requiring affected lender consent for
amendments that subordinate the debt and liens unless such lenders
can ratably participate in such priming debt and 66 2/3% of the
Revolving Lenders consent. Any intercompany indebtedness owed by
any loan party to Caiman Holdco, LLC (Holdings) and its
subsidiaries must be subordinated, and any amendments to this
provision requires affected lender consent. Holdings is the parent
of City Brewing Company, LLC and a guarantor of the City Brewing
term loan and the BrewCo Borrower, LLC credit facilities. Affected
lender consent is required for amendments that authorize additional
debt for the purpose of influencing voting thresholds.
RATINGS RATIONALE
City Brewing's Caa2 CFR reflects its high leverage following its
2021 refinancing and smaller scale than most rated beverage
companies. The company's credit profile also reflects its negative
free cash flow since the 2021 dividend recapitalization due to
previous operating challenges and high interest costs. Moody's
expects free cash flow to remain negative in 2024, reflecting
elevated capital expenditures and higher interest costs following
the debt exchange, partly offset by anticipated sales growth as
Pabst Blue Ribbon's business fully transitions and with recent
contracts wins. Along with volume improvement and better
efficiencies, profit growth will also benefit from lower input cost
inflation. City Brewing continues to face the risk of potential
volume decline should categories currently in favor begin to
decline, or if customers move production in house or to other
co-packers. The company is nevertheless making good progress in
lowering its customer concentration, with its top five customers
accounting for roughly 60% of sales down from 86% in 2020 and
rapidly improving product diversification. Hard seltzer is now
expected to account for 6% of volumes down from 22% in 2020 and the
company has added new customers and categories including expanding
its energy drink and other non-alcoholic products to and estimated
21% of 2024 volumes.
City Brewing benefits from its position as the largest non-brand
owning alcoholic beverage co-packer in the US. The company has a
long-standing customer base, moderate commodity price exposure, and
an asset base that is more geographically diverse after the 2021
addition of the Irwindale brewery in California. City Brewing's
business is skewed toward producing beverages in premium
categories, typically leading to healthy margins. City Brewing also
offers customers solutions to manage the increasing product and
packaging complexity in the industry that has significant barriers
to entry.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A rating upgrade could be considered if the company executes well
on expansion initiatives, restores operating efficiencies and
growth, further diversifies its customer base to reduce customer
concentration, restores healthy margins, reduces leverage, and
generates free cash flow.
A downgrade could occur in the case of further operational
difficulties, including any material delays in getting new capacity
on-line to successfully ramp up production, failure to regain
customers and fulfill their orders, failure to improve margins, or
sustained loss of significant customer business that would leave
capacity underutilized. Debt financed shareholder distributions or
acquisitions, debt to EBITDA leverage remaining elevated, or a
deterioration in liquidity could also lead to a downgrade.
COMPANY PROFILE
Headquartered in La Crosse, WI, City Brewing Company, LLC is
engaged primarily in the contract production and packaging of
beverages including beer and malt based alcoholic beverages, teas,
energy drinks and soft drinks. Customers include large branded,
independent beverage makers and marketers, including companies
engaged in both the alcoholic and non-alcoholic beverage segments.
The company operates breweries in La Crosse, WI, Latrobe, PA and
Memphis, TN. The purchase in 2021 of the Irwindale, CA equipment
and leasehold added a fourth brewery on the west coast. The company
is minority owned by private equity firms Charlesbank Capital
Partners, and Oaktree Capital Management LLC, with the majority
held by Blue Ribbon Partners, which is owned and led by American
beverage entrepreneur Eugene Kashper. City's net sales for fiscal
year ended December 2023 were over $500 million. However, these
revenues are predominately fees and thus may not be comparable with
revenues generated by other contract manufacturers.
The principal methodology used in these ratings was Alcoholic
Beverages published in December 2021.
CITY TRUST: 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 City Trust Investments, LLC, according to court
dockets.
About City Trust Investments
City Trust Investments, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
24-14100) on Apr. 26, 2024, listing under $1 million in both assets
and liabilities.
Judge Laurel M. Isicoff oversees the case.
The Debtor tapped Sagre Law Firm PA as bankruptcy counsel and
Payton & Associates, LLC as special counsel.
CLOUD DIAGNOSTICS: Files NOI to Make Bankruptcy Proposal
--------------------------------------------------------
Cloud DX Inc. on June 6 disclosed that its wholly-owned subsidiary,
Cloud Diagnostics Canada ULC, with the authorization and approval
of its board of directors, has filed a Notice of Intention to Make
a Proposal pursuant to the provisions of the Bankruptcy and
Insolvency Act (Canada). Cloud Diagnostics Canada ULC is a material
subsidiary of Cloud DX Inc, accounting for most of the Company's
revenues.
It is important to note that the Company is not bankrupt and all
services to customers will continue as usual. The decision to file
an NOI for the Company was made by the Board after careful
consideration of the Company's cash position, financing options,
scheduled payments to suppliers, forecast revenue and expenses and
all available alternatives. The Board determined that it was in the
best interests of the Company and its shareholder to file an NOI
and obtain creditor protection.
The NOI is the first stage of a formal process which permits the
Company to pursue a restructuring of its affairs. The filing of the
NOI has the effect of imposing an automatic stay of proceedings
that will protect the Company and its assets from claims and
enforcement proceedings of its creditors. The initial Stay period
is 30 days and may be extended by subsequent court order. There can
be no assurance that the current process will result in a
transaction or, if a transaction is undertaken, that it will be
successfully concluded in a timely manner, or at all.
The principal purpose of the NOI filing is to create a stabilized
environment for the Company and its financial advisors to run an
orderly and flexible sale, investment and solicitation process
approved by the Supreme Court of British Columbia with the goal of
identifying one or more interested parties that wish to acquire or
make an investment in the Company's business or all or some of its
assets. Crowe MacKay LLP has been appointed as the trustee under
the NOI. The Company is working closely with the Proposal Trustee
and its legal advisors on the SISP to best protect stakeholders
with the objective to complete the SISP by the end of August 2024.
Directors, Brad Miller and Konstantin Othmer, have resigned from
the Board of Directors of Cloud DX. The remaining 5 directors of
Cloud DX remain in place.
Due to the filing of the NOI, Cloud DX expects that the TSX Venture
Exchange will suspend the trading of the common shares of Cloud DX
until such time as Cloud DX is in compliance with the TSX-V
continued listing requirements. If this occurs, there is no
certainty as to timing or likelihood that the Cloud Shares will
recommence trading on the TSX-V, and the Cloud Shares will be
transferred to the NEX Board, a subsidiary board of the TSX-V, if
the Continued Listing Requirements are not met.
About Cloud DX
The Cloud DX Connected Health (TM) remote patient monitoring
platform is used by healthcare enterprises and care teams across
North America to virtually manage chronic disease, enable aging in
place, and deliver hospital-quality post-surgical care in the home.
Our partners achieve better healthcare and patient outcomes, reduce
the need for hospitalization or re-admission, and reduce healthcare
delivery costs through more efficient use of resources. Cloud DX is
the co-winner of the Qualcomm Tricorder XPRIZE, 2022 Top Innovator
by Canadian Business, a 2021 Edison Award winner, a Fast Company
"World Changing Idea" finalist, and one of "Canada's Ten Most
Prominent Telehealth Providers."
COCO SUSHI: 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 Coco Sushi, LLC, according to court dockets.
About Coco Sushi
Coco Sushi, LLC is a Japanese restaurant in Miami Fla., which
conducts business under the name Sushi Garage.
Coco Sushi filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-13421) on April 9,
2024, with up to $50,000 in assets and up to $10 million in
liabilities. Aleida Martinez Molina, Esq., serves as Subchapter V
trustee.
Judge Laurel M. Isicoff oversees the case.
Jacqueline Calderin, Esq., at Agentis PLLC, represents the Debtor
as legal counsel.
COLORADO FOOD: Amends Several Secured & Unsecured Claims Pay
------------------------------------------------------------
Colorado Food Enterprises, Inc., submitted an Amended Subchapter V
Plan of Reorganization dated May 20, 2024.
The Plan provides that Claims and Interests of all Classes shall be
allowed only if evidenced by a timely filed Proof of Claim or
Interest or which otherwise appear in the Schedules filed by the
Debtor and are not scheduled as disputed, contingent or
unliquidated unless subsequently allowed by the Court.
Class 7 consists of the claim of the U.S. Small Business
Administration, or its successors or assigns. The Class 7 Secured
Claim is unimpaired by this Plan. The Class 7 Claim can be prepaid
at any time without penalty. The monthly payment is projected to be
$750 a month.
Class 8 consists of the claim of Colorado Department of Revenue, or
its successors or assigns. The Class 8 Secured Claim is impaired by
this Plan. The Class 8 Secured Claim will be treated under this
Plan as follows:
* The amount of the Class 8 Claim is not modified by this
Plan.
* The Class 8 Claim will bear interest at the statutory rate.
* The Class 8 Claim shall be paid in month equal installments
amortized over 5 years from the Petition Date.
* The Class 8 claimant will retain all liens that secure its
Claim as of the Petition Date.
* The Class 8 Claim can be prepaid at any time without
penalty.
* For purposes of the Class 8 Claim, default is defined as the
Debtor's failure to make timely payments to the CDOR as set forth
in the Plan or the Debtor not remaining in tax compliance
post-confirmation as to tax filing and payment obligations. In the
event default is not cured within 14 days from the date of notice
in writing, then, regardless of any other Plan provision, the
entire pre-petition amount due to the CDOR is immediately due and
owing, and the CDOR shall be able to enforce obligations as if the
bankruptcy case had not been filed and no stay is then in effect.
Class 9(b) consists of the claim of M2 Equipment Finance (packing
equipment), or its successors or assigns. The Class 9(b) Secured
Claim is unimpaired by this Plan. The Class 9(b) Claim can be
prepaid at any time without penalty. The monthly payment to Class
9(a) and 9(b) is collectively projected to be $1831.92.
Class 10(a) consists of the general unsecured creditors of the
Debtor who are not separately classified. Upon the first full month
following the Effective Date of the Plan and every month until
Administrative Claims are paid in full and then for the remainder
of the Term of the Plan the Debtor will every month in accordance
with the terms of this Plan deposit for the five year term of the
Plan: (a) during the first year of the Plan $7,262.76; (b) during
the second year of the Plan $16,106.04; (c) during the third year
term of the Plan $19,122.54; (d) during the fourth year of the Plan
$21,373.65and (e) during the fifth year of the Plan $23,793.90.
At the end of each calendar quarter, the balance of the Unsecured
Creditor Account will be distributed to the holders of Allowed
Administrative Claims on a Pro Rata basis until such time as all
holders of Allowed Administrative Claims have been paid in full,
and then will be distributed to Class 10(a) general unsecured
creditors that hold Allowed Claims on a Pro Rata basis.
Class 10(d) consists of general unsecured Claim of Pinnacol
Assurance. The Class 10(d) Claim, including the cure arising from
the assumption of the insurance agreement, shall be treated in
accordance with the Motion to Approve the Assume Workers'
Compensation Insurance Policy and for Related Relief and the Order
Granting Motion to Approve the Assume Workers' Compensation
Insurance Policy and for Related Relief located at Docket Nos. 131
and 137 of the Debtor's captioned bankruptcy case (collectively,
the "Pinnacol Assumption Filings").
Notwithstanding anything to the contrary in this Plan and any Order
of the Court confirming the Plan (as amended and supplemented from
time to time), the rights, duties, claims, defenses, and
obligations of Pinnacol Assurance and the Debtor shall be governed
by Pinnacol Assurance's insurance contract(s) with the Debtor (as
it may be reorganized), applicable non-bankruptcy law, and the
Pinnacol Assumption Filings, including the "Cure Stipulation" in
paragraph 10 in the Motion to Approve the Assume Workers'
Compensation Insurance Policy therein.
The Debtor shall be empowered to take such action as may be
necessary to perform its obligations under this Plan.
The funding for the Plan will come from the Debtor's continued
operations. As detailed in the Projections, the Debtor will have
sufficient cash on hand and profits during the term of the Plan to
satisfy its Plan obligations. The Debtor has sufficient cash on
hand to pay Administrative Claims and Tax Claims in full on the
Effective Date of the Plan.
A full-text copy of the Amended Subchapter V Plan dated May 20,
2024 is available at https://urlcurt.com/u?l=tuxpnA from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Aaron A. Garber, Esq.
WADSWORTH GARBER WARNER CONRARDY, P.C.
2580 West Main Street, Suite 200
Littleton, CO 80120
Telephone: (303) 296-1999
Facsimile: (303) 296-7600
Email: agarber@wgwc-law.com
About Colorado Food Enterprises
Colorado Food Enterprises Inc. is a collection of locally owned
companies that provide a variety of products and food production
services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Colo. Case No. 23-14259) on Sept. 21,
2023. In the petition signed by James Teran, president, the Debtor
disclosed $774,251 in assets and $5,006,437 in liabilities.
Judge Michael E. Romero oversees the case.
Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, P.C.,
is the Debtor's legal counsel.
CONNECT HOLDING II: Fitch Lowers LongTerm IDR to 'CCC-'
-------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Issuer Default Ratings
(IDRs) of Connect Holding LLC, Connect Holding II LLC (d/b/a
Brightspeed) and Embarq, L.L.C. to 'CCC-' from 'B-'. Fitch has also
downgraded the senior secured term loans, extended bridge loan and
the revolver ratings of Connect Holding II LLC to 'CCC-'/'RR4' from
'B+'/'RR2', and the unsecured notes issued at Embarq, L.L.C to
'C'/'RR6' from 'CCC'/'RR6'. Connect Holding LLC is the parent of
Connect Holding II LLC and guarantees the latter's debt and Embarq
notes.
The rating action follows a significant decline in liquidity,
recent underperformance on revenue and EBITDA, and the expectation
of high FCF deficits due to significant capital outlay on fiber
build-outs. Fitch believes the company's capital structure is
unsustainable and a near-future debt restructuring exercise is
inevitable.
KEY RATING DRIVERS
Constrained Liquidity: Brightspeed's liquidity as of March 31, 2024
consisted of $292 million in cash and $554 million of revolver
capacity. Following the recent amendments to the credit agreement,
the revolver commitment reduced to $270 million from $600 million.
The revolver availability decreased to $164 million as of May 21,
2024, the date of filing of 1Q24 financials. The $330 million
reduction was exchanged for an equivalent amount in a short-term
super-senior delayed draw term loan (DDTL) maturing in September
2024. The company also entered into another super-senior DDTL for
$175 million, also maturing in September 2024.
Significant FCF Deficits: Fitch expects high FCF deficits due to
high capex investment related to fiber build outs. Given the
majority of the network is legacy copper based, Fitch expects the
company to continue building out fiber to remain competitive in its
markets. The investment associated with the fiber build out has two
major components: capex associated with the expansion of the
network to pass homes and small and medium sized businesses, and
the cost to connect those customer locations to the fiber network.
The latter capex is success-based and may vary depending on the
rate of penetration. As it progresses along its build plan, the
company has flexibility to preserve cash by slowing capacity
expansion and driving take-up rates in markets already passed.
Excessive Leverage: Fitch expects Brightspeed's EBITDA leverage at
year-end 2024 to be near 14.7x. Fitch includes the Holdco Loan
(approximately $1.9 billion) as debt of the rated entity following
an assessment of the loan against Fitch's criteria. Fitch projects
EBITDA leverage excluding the Holdco Loan to be 11.2x at the end of
2024.
Fitch believes the company will need significant additional funding
in the next couple of years to support its fiber expansion efforts.
Fitch believes there is a high execution risk with respect to the
company's funding plan and in the absence of an equity support,
Fitch expects leverage to increase over the forecast.
Fiber Investment Plan: Brightspeed and its sponsor, Apollo managed
funds, are committed to a fiber build plan expected to pass up to 4
million homes and businesses by 2027. The company's network passes
more than 6 million homes and businesses in 20 states in the
Midwest and Southeastern U.S. as well as parts of Pennsylvania and
New Jersey. The top-eight states account for approximately 85% of
the locations passed.
Brightspeed acquired Lumen's residential, small business, wholesale
and enterprise businesses in those states; Lumen's national
enterprise customers were not included. At close, the network in
the footprint included approximately 75,000 route miles of fiber,
with fiber passing just over 250,000 homes and small businesses.
Broadband penetration is relatively low at less than 20%.
Fitch believes successful execution of its fiber deployment plan
could lead to improved penetration rates, based on trends
demonstrated by other providers transitioning to fiber from legacy
copper networks.
However, Fitch believes that there is high execution risk
associated with its fiber build plan and a successful transitioning
into a standalone company following the carve-out from Lumen.
Ongoing Relationship with Lumen: Initially, Lumen is supporting
Brightspeed under transition services agreements intended to ensure
there are no disruptions to customers as it sets up its own
operations. Fitch believes execution risk is high with regard to
the company setting up its own operations, and successful execution
will lead to EBITDA improvements as these costs go away. Fitch
believes the company is on track to exit its TSAs per the original
plan.
Brightspeed will continue to provide certain services to Lumen
under a ten-year network services agreement (NSA), which
incorporates minimum revenue commitments. Services will be provided
to Lumen on a wholesale basis for customers that Lumen needs to
reach in Brightspeed's territory under national contracts.
Similarly, Brightspeed will pay Lumen under master services
agreements (MSA) to reach customers in Lumen's territory.
Brightspeed is a net beneficiary under these arrangements.
Challenging Operating Environment: The rating incorporates a
challenging operating environment for wireline operators.
Regulatory changes also play a role, as the negative revenue trend
in 2022 was significantly affected by the expiration of $279
million of annual Connect America Fund II (CAF II) funding at the
end of 2021. Competition from cable operators in the high-speed
broadband market remains intense, but the company's fiber buildout,
if successful, is expected materially improve the company's
competitive position over time.
Parent-Subsidiary Relationship: Fitch equalizes the IDR of Connect
Holding II LLC and Embarq Corp. using a stronger subsidiary/weaker
parent approach, based on open legal ring-fencing and open access
and control. The IDRs of Connect Holding LLC and Connect Holding II
LLC are the same as the parent's stand-alone credit profile starts
with the consolidated group profile, including its subsidiary.
DERIVATION SUMMARY
Brightspeed's exposure to the consumer market is more similar to
that of Frontier Communications Parent Inc. (B+/Negative) than
other peers, including its former parent company Lumen (CCC+) and
Windstream Services, LLC (B/RWE).
The latter two have a greater proportion of revenues coming from
enterprise lines of business. The consumer market continues to face
secular challenges, primarily with respect to legacy voice and
broadband services. Competition with cable operators for high-speed
broadband services has been intense, given the cable platform's
advantage over copper-based networks.
Fitch views Brightspeed's aggressive investments in fiber
positively, with the potential to improve its competitive position
significantly over the first two years, and more over time.
Successful execution on these plans will be critical to support the
long-term competitive profile.
Brightspeed also needs to improve its position in the enterprise
and wholesale markets. The company's enterprise business has some
differences versus the larger wireline operators that have much
larger, national enterprise accounts. Brightspeed's enterprise
customers are mainly state and local governments, and the education
market. In the enterprise market, Brightspeed is smaller than AT&T
Inc. (BBB+/Stable), Verizon Communications Inc. (A-/Stable) and
Lumen. Brightspeed's wholesale business is larger than its
enterprise business, and both wireline and wireless operators are
major customers.
Compared with Brightspeed, AT&T and Verizon have wireless offerings
that provide more service diversification. Fitch expects
Brightspeed's fiber build plans to cause its gross leverage to be
higher over time than other high yield peers Lumen and Frontier.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Issuer
- Fitch expects organic revenue to decline in mid-teens in 2024,
and expects declines to moderate over the forecast due to higher
fiber related revenue.
- EBITDA margins are expected to be in the near 35% range over the
forecast.
- Fitch expects capex of roughly $1 billion in 2024 and 2025.
- No dividends are assumed.
RECOVERY ANALYSIS
The recovery analysis assumes that Brightspeed would be reorganized
as a going-concern in bankruptcy rather than liquidated. Fitch has
assumed a 10% administrative claim, and the revolving facility is
assumed to be fully drawn.
Brightspeed's going concern EBITDA is based on forecast 2024
EBITDA, excluding estimated TSA costs, which assumes Brightspeed
has set up its own systems. The going concern EBITDA is assumed
roughly 11% lower than the pro forma EBITDA in a bankruptcy
scenario due to a slower than anticipated take up of its fiber
services, while having incurred significant capex, as well as from
competitive pressures on legacy services. These factors pressure
EBITDA.
The going concern EBITDA estimate reflects Fitch's view of a
sustainable, post-reorganization EBITDA level upon which Fitch
bases the enterprise valuation. An enterprise value multiple of 5x
EBITDA is applied to the going concern EBITDA to calculate a
post-reorganization enterprise value. The choice of this multiple
considered the following factors:
Fitch has seen historical bankruptcy case study exit multiples for
telecom companies range from 3.0x-7.0x, with a median of 5.4x.
Brightspeed's sale transaction of 5.5x multiple disclosed when the
transaction was announced was based on estimated 2020 EBITDA. Fitch
estimates the multiple was in the high-6x range using estimated
2023 EBITDA, which accounts for the known loss of CAF II revenue in
2022, continued secular declines and the effects of
post-transaction agreements with Lumen.
Frontier Communications emerged from bankruptcy protection in early
2021 at near 5.0x. FairPoint Communications Inc.'s reorganization
multiple was 4.6x following its emergence from bankruptcy in 2011.
Windstream emerged from bankruptcy in 2020 with a reorganization
multiple of roughly 3.5x.
The recovery analysis produces Recovery Ratings of 'RR4' for the
all secured debt.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Fitch would look for a successful execution of the restructuring
of the company's capital structure, including equity contributions,
if any;
- Consistent gains in revenue from anticipated investments in fiber
and broadband product areas.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A restructuring or distressed debt exchange-like event could
result in a negative rating action.
- Further weakening of liquidity or inability to address the
capital structure restructuring leading to a bankruptcy scenario.
- Weakening of operating results, including deteriorating margins
and an inability to stabilize revenue erosion in key product areas
or offset EBITDA pressure through cost reductions.
LIQUIDITY AND DEBT STRUCTURE
Limited Liquidity: Fitch believes the company has limited liquidity
supported by cash balances of $292 million and $554 million
available under its revolver facility maturing in 2027 as of March
31, 2024. The revolver availability as of May 21, 2024 (the date of
filing of 1Q'24 financials) decreased to $164 million. FCFs are
expected to be in deficit over the forecast due to close to $1
billion annual capex over the next two to three years.
Debt Profile: The debt capital structure as of March 31, 2024
included senior secured debt of approximately $4.83 billion,
composed of $2.96 billion of senior secured term loans
(approximately $1 billion in term loan A and approximately $2
billion in term loan B) due to mature in 2029 and $1.865 billion of
an extended bridge loan, also due in 2029.
Debt also includes $1.215 billion of Embarq senior unsecured notes
due 2036. The company repurchased $223 million of Embarq notes in
2023. The company also entered into two new super senior DDTL
facilities -- a $175 million DDTL TL-B and a $330 million DDTL
TL-B1 facility.
Apollo funded its acquisition of Brightspeed with $1.238 billion of
sponsor cash equity and $1.867 billion from a Holdco Loan. Fitch
treats the Holdco Loan as debt of the rated entity.
ISSUER PROFILE
Brightspeed is the fifth largest ILEC (incumbent local exchange
carrier) provider in the U.S., servicing primarily consumers and
small and mid-sized businesses. The company also has a presence in
the enterprise and wholesale markets. The company operates in 20
states, primarily in the Midwest and Southeastern U.S.
Connect Holdings (d/b/a as Brightspeed) was formed by the sale of
certain Lumen properties in a transaction that closed on Oct 3,
2022.
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
----------- ------ -------- -----
Connect Holding II LLC LT IDR CCC- Downgrade B-
senior secured LT CCC- Downgrade RR4 B+
Connect Holding LLC LT IDR CCC- Downgrade B-
Embarq, L.L.C. LT IDR CCC- Downgrade B-
senior unsecured LT C Downgrade RR6 CCC
CORE SCIENTIFIC: Trinity Completes Liquidation of Shares
--------------------------------------------------------
Trinity Capital Inc. (Nasdaq: TRIN), a leading provider of
diversified financial solutions to growth-stage companies, on June
5 disclosed that as of June 4, 2024, it has completed the
liquidation of the shares of common stock of Core Scientific (CORZ)
that it received in satisfaction of its claim in Core's Chapter 11
bankruptcy.
Trinity provided $30 million in equipment financing to Core in
2021. Core entered Chapter 11 bankruptcy in December 2022 and
exited bankruptcy in January 2024. Trinity was granted a $28.3
million claim in the bankruptcy, and elected to receive shares of
Core's common stock in satisfaction of that claim. The 5,640,373
shares received were sold at a weighted average price per share of
$5.13, resulting in total proceeds of $29.0 million. After the sale
of the common stock, the internal rate of return on the initial
investment was 17.7%, including loan interest payments received.
About Trinity Capital Inc.
Trinity (Nasdaq: TRIN), an internally managed business development
company, is a leading provider of diversified financial solutions
to growth-stage companies with institutional equity investors.
Trinity's investment objective is to generate current income and,
to a lesser extent, capital appreciation through investments,
including term loans, equipment financings and equity-related
investments. Trinity believes it is one of only a select group of
specialty lenders that has the depth of knowledge, experience, and
track record in lending to growth-stage companies. For more
information, please visit the Company's website at
www.trinitycap.com.
About Core Scientific
Core Scientific, Inc. (OTCMKTS: CORZQ) is the largest U.S.
publicly-traded Bitcoin mining company in computing power. Core
Scientific, which was formed following a business combination in
July 2021 with blank check company XPDI, is a large-scale operator
of dedicated, purpose-built facilities for digital asset mining
colocation services and a provider of blockchain infrastructure,
software solutions and services. Core mines Bitcoin, Ethereum and
other digital assets for third party hosting customers and for its
own account at its six fully operational data centers in North
Carolina (2), Georgia (2), North Dakota (1) and Kentucky (1). Core
was formed following a business combination in July 2021 with XPDI,
a blank check company.
In July 2022, one of the Company's largest customers, Celsius
Mining LLC, filed for Chapter 11 bankruptcy in New York. With low
Bitcoin prices depressing mining revenue to a record low, Core
Scientific first warned in October 2022 that it may have to file
for bankruptcy if the company can't find more funding to repay its
debt that amounts to over $1 billion. Core Scientific did not make
payments that came due in late October and early November 2022 with
respect to several of its equipment and other financings, including
its two bridge promissory notes.
Core Scientific and its affiliates filed petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No.
22-90341) on Dec. 21, 2022. As of Sept. 30, 2022, Core Scientific
had total assets of US$1.4 billion and total liabilities of US$1.3
billion.
Judge Christopher M. Lopez oversees the cases.
The Debtors hired Weil, Gotshal & Manges, LLP as legal counsel; PJT
Partners, LP as investment banker; and AlixPartners, LLP as
financial advisor. Stretto is the claims agent.
A group of Core Scientific convertible bondholders is working with
restructuring lawyers at Paul Hastings. Meanwhile, B. Riley
Commercial Capital, LLC, as administrative agent under the
Replacement DIP facility, is represented by Choate, Hall & Stewart,
LLP.
On Jan. 9, 2023, the U.S. Trustee for Region 7 appointed an
official committee to represent unsecured creditors in the Debtors'
Chapter 11 cases. The committee tapped Willkie Farr & Gallagher,
LLP as legal counsel and Ducera Partners, LLC as investment
banker.
The U.S. Trustee for Region 7 appointed an official committee of
equity security holders. The equity committee is represented by
Vinson & Elkins, LLP.
CV SCIENCES: Reports Net Loss of $628,000 in Q1 2024
----------------------------------------------------
CV Sciences Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $628,000 for the three months ended March 31, 2024, compared to
a net income of $5.7 million for the three months ended March 31,
2023.
The Company generated negative cash flows from operations of $0.5
million for the year ended December 31, 2023 and the three months
ended March 31, 2024 and had an accumulated deficit of $85.2
million. Management anticipates that the Company will be dependent,
for the near future, on additional investment capital to fund our
operations and growth initiatives. The Company is positioning
itself to raise additional funds through the capital markets,
issuance of debt, and/or securing lines of credit in order to
continue its operations. However, there can be no assurances that
additional working capital will be available to the Company on
favorable terms, or at all, which would be likely to have a
material adverse effect on the Company's ability to continue its
operations.
The Company will continue to work towards increasing revenue and
operating cash flows to meet its future liquidity requirements.
However, there can be no assurance that the Company will be
successful in any capital-raising efforts that it may undertake,
and the failure of the Company to raise additional capital could
adversely affect its future operations and viability.
As of March 31, 2024, the Company had $8.5 million in total assets,
$6.1 million in total liabilities, and $2.4 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/1510964/000095017024059926/cvsi-20240331.htm
About CV Sciences Inc.
San Diego, Calif.-based CV Sciences, Inc. is a consumer wellness
company specializing in hemp extracts and other proven,
science-backed, natural ingredients and products, which are sold
through a range of sales channels from business-to-business to
business-to-consumer.
For the year ended December 31, 2023, the Company reported a net
income of $3.1 million, compared to a net loss of $8.2 million for
the same period in 2022. As of December 31, 2023, the Company had
$9.2 million in total assets, $6.3 million in total liabilities,
and $2.9 million in total stockholders' equity.
Irvine, Calif.-based Haskell & White LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated March 29, 2024, citing that the Company has experienced
recurring operating losses, negative cash flows from operations,
and has limited liquid resources. These matters raise substantial
doubt about the Company's ability to continue as a going concern.
DB WEBSTER: Seeks to Tap Fuqua & Associates as Bankruptcy Counsel
-----------------------------------------------------------------
DB Webster Ltd. seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to employ Fuqua & Associates, PC as
its counsel.
The firm's services include:
(a) advise the Debtor with respect to its powers and duties in
the continued operation of its business and management of its
property;
(b) prepare all pleadings on behalf of the Debtor which may be
necessary herein;
(c) negotiate and submit a potential plan of arrangement
satisfactory to the Debtor, its estate, and the creditors at large;
and
(d) perform all other legal services for the Debtor which may
become necessary to these proceedings herein.
The firm will be paid at these hourly rates:
Richard L. Fuqua, Attorney $750
Associates $375
Law Clerks & Legal Assistants $150
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The firm received a total prepetition retainer in the amount of
$30,000.
Mr. Fuqua 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:
Richard L. Fuqua, Esq.
Fuqua & Associates, PC
8558 Katy Freeway, Suite 119
Houston, TX 77024
Phone: (713) 960-0277
Facsimile: (713) 960-1064
Email: fuqua@fuqualegal.com
About DB Webster
DB Webster Ltd. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-32243) on May 13,
2024. In the petition signed by D. Bruce Fincher, managing member,
the Debtor disclosed up to $50,000 in assets and up to $10 million
in liabilities.
Judge Jeffrey P. Norman presides over the case.
Richard L. Fuqua, Esq., at Fuqua & Associates, PC represents the
Debtor as bankruptcy counsel.
DERMATOLOGY INTERMEDIATE: Moody's Cuts CFR & Sr. Secured Debt to B3
-------------------------------------------------------------------
Moody's Ratings downgraded Dermatology Intermediate Holdings III,
Inc. (dba Forefront Dermatology) Corporate Family Rating to B3 from
B2, the Probability of Default Rating to B3-PD from B2-PD, the
ratings on the senior secured credit facilities to B3 from B2. The
outlook is revised to stable from negative.
The downgrade of Forefront Dermatology's ratings reflects the high
degree of debt being used to fund the company's aggressive growth
strategy. The ratings downgrades follows the company's announcement
to issue a $90 million incremental senior secured term loan to fund
acquisitions. Further, the company will also draw $15 million on
its revolving credit facility to support the growth investments.
While Forefront Dermatology has been able to convert some of its
growth investments to EBITDA, the additional debt contemplated will
cause leverage to remain over 6.0x through the end of 2025.
Combined with debt incurred over the past several quarters, pro
forma leverage will be roughly 6.8x on a Moody's adjusted basis for
LTM March 31, 2024. Moody's believes that the company is taking a
more aggressive expansion strategy and that leverage will remain
elevated as the company continues to debt fund its future growth.
This expansion strategy also exposes the company to execution risk.
As such, Moody's considers governance considerations as a factor to
this rating action.
In the stable outlook, Moody's forecasts that the company will
maintain good liquidity but that leverage will remain over 6.0x as
the company uses incremental debt to fund its growth strategy.
Deleveraging will be supported by the maturity of new office
practices and recent investments in infrastructure that will reduce
costs and benefit margins.
RATINGS RATIONALE
Forefront Dermatology's B3 Corporate Family Rating reflects Moody's
expectation that the company will continue to operate with elevated
financial leverage over 6.0x. Moody's calculates leverage to be
roughly 6.8x LTM March 31, 2024 pro forma for recent and announced
acquisitions, on a Moody's adjusted basis. The rating also reflects
the risk associated with the company's rapid expansion strategy as
it grows, through a combination of new clinic openings and
acquisitions. The rating is also constrained by the low barriers to
entry in the dermatology space given the highly fragmented market.
The rating is supported by Forefront Dermatology's leading position
in the dermatology industry, with the number one market share in
the majority of its markets. Forefront Dermatology provides a
comprehensive suite of services including medical, surgical,
cosmetic and pediatric dermatology. Moody's expects margins to
expand given the company's cost reduction initiatives and a mix
shift toward practices in the higher margin aesthetic businesses.
Moody's anticipates that Forefront Dermatology will maintain good
liquidity, supported by a $15 million draw on its $95 million
senior secured first lien revolving credit facility and about $25
million of cash pro forma March 31, 2024. Moody's anticipates that
the company will generate negative free cash flow in 2024 due to
higher investments in new clinics and M&A, but should return to
generate positive $10-15 million in annual free cash flow in 2025
and beyond. Forefront Dermatology's limited capital expenditure
requirements support. Forefront Dermatology has about $500 million
of its senior secured first lien term loans hedged, which will
protect the company in a rising interest rate environment.
Forefront Dermatology's $95 million senior secured first lien
revolving credit facility has a springing maximum first lien net
leverage covenant with step-downs over time, that springs at 35%
utilization on the revolver. The company has utilized its revolver
to fund acquisitions and investments in new practices. Moody's
expects that cushion will remain strong, even if the covenant is
tested. Alternate liquidity sources are limited as the company's
assets are encumbered by the first lien credit facilities.
In the stable outlook, Moody's forecasts that the company will
maintain good liquidity but that leverage will remain over 6.0x as
the company uses leverage to fund its growth strategy. Deleveraging
will be supported by the maturity of new office practices and
recent investments in infrastructure that will reduce costs and
benefit margins.
Forefront Dermatology CIS-4 indicates the rating is lower than it
would have been if ESG risk exposures did not exist. Forefront
Dermatology faces social risks related to demographic and societal
trends such as the rising concerns around the access and
affordability of healthcare services. Forefront Dermatology is
mostly reliant on commercial insurance, but still has exposure to
government payors. Any changes to reimbursement rates of Medicare
or Medicaid directly impact revenue and profitability. Forefront
Dermatology is also exposed to labor pressures and human capital
constraints as the company relies on highly specialized labor to
provide its services. From a governance perspective, Forefront
Dermatology's G-4 reflects an aggressive financial strategy to
support the company's rapid expansion strategy as it grows, through
a combination of new clinic openings and acquisitions, along with
its private equity ownership.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if Forefront Dermatology's
operating performance deteriorates, or if it experiences material
integration related disruptions. Additionally, the ratings could be
downgraded if the company's liquidity erodes. Further, debt-funded
shareholder returns or leveraging acquisitions could also result in
a downgrade.
The ratings could be upgraded if Forefront Dermatology's manages
its growth while generating solid free cash flow. An upgrade would
also be supported by the company adopting more conservative
financial policies and maintaining debt/EBITDA below 6.0 times and
good liquidity.
Dermatology Intermediate Holdings III, Inc. is the largest
dermatology physician practice in the US with about 250 clinics,
530 clinicians operating in 28 states. Partners Group acquired
Dermatology Intermediate Holdings III, Inc. in 2022. PF revenues
are approximately $800 million LTM March 31, 2024.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
DIOCESE OF FRESNO: Seeks Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Dom McAndrew of yourcentralvalley.com reports that the Catholic
Diocese of Fresno will be filing for Chapter 11 Bankruptcy after
revealing on Tuesday, May 28, 2024, that it is facing 154 claims of
abuse by clergy.
According to the Diocese of Fresno, a recently enacted state law
allowed those who wanted to bring forward otherwise barred or
expired claims for sexual abuse suffered as a child to do so. The
bankruptcy filing, set to take place in August, would bring about a
court-supervised reorganization that would make sure all victims
are compensated fairly, according to Bishop Joseph Brennan.
In an open letter, Bishop Joseph Brennan said that "filing for
Chapter 11 will allow us to address the substantial number of
claims brought forth by victims collectively, and it will allow us
to address those claims honestly, compassionately and equitably."
The letter also established that the process would allow schools,
parishes, and organizations operated by the Diocese of Fresno to
continue uninterrupted.
"When I hear how many lives were affected by clergy sexual abuse,
my heart truly breaks. I imagine many of you are dismayed by the
news of our serious financial situation, but I ask you to let go of
your distress and turn your hearts towards the victims of abuse."
A list of frequently asked questions has been posted on the Diocese
of Fresno's website.
The decision to file for Chapter 11 bankruptcy follows similar
decisions by the Diocese of Oakland and the Diocese of Sacramento
in 2023.
About Catholic Diocese of Fresno
Catholic Diocese of Fresno is a diocese of the Latin Church in the
Central Valley of California in the United States. I
DISH DBS: Posts $385.5MM Net Income in Q1 2024
----------------------------------------------
DISH DBS Corporation filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net income
of $385.5 million on $2.7 billion of total revenue for the three
months ended March 31, 2024, compared to a net income of $433.3
million on $2.9 billion of total revenue for the three months ended
March 31, 2023
The Company's cash and cash equivalents and marketable investment
securities totaled $278 million as of March 31, 2024. As of March
31, 2024, it has $1.9 billion of debt maturing in November 2024.
DISH DBS said, "Because we do not currently have committed
financing to fund our operations for at least the next 12 months,
substantial doubt exists about our, our parent, DISH Network's, and
our ultimate parent, EchoStar's, ability to continue as a going
concern. We do not currently have the necessary Cash on Hand and/or
projected future cash flows to fund the November 2024 debt
maturity. To address our capital needs, we are in active
discussions with funding sources to raise additional capital. We
cannot provide assurances that we will be successful in obtaining
such new financing necessary for us to have sufficient liquidity.
In addition, our parent, DISH Network, and our ultimate parent,
EchoStar, may not be able to provide additional liquidity in the
future."
As of March 31, 2024, the Company has $6.8 billion in total assets,
$15.1 billion in total liabilities, and $8.3 billion 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/1042642/000155837024008271/ddbs-20240331x10q.htm
About DISH DBS Corporation
Englewood, Colo.-based DISH DBS Corporation is an indirect,
wholly-owned subsidiary of DISH Network, which is a wholly-owned
subsidiary of EchoStar Corporation, a publicly traded company
listed on the NASDAQ Global Select Market under the symbol "SATS."
As of December 31, 2023, the Company had $11.1 billion in total
assets, $15.1 billion in total liabilities, and $3.95 billion in
total stockholders' deficit.
Denver, Colo.-based KPMG LLP, the Company's auditor since 2002,
issued a "going concern" qualification in its report dated April 1,
2024, citing that the Company has debt maturing in 2024 that raises
substantial doubt about its ability to continue as a going concern.
DIVERSIFIED MASONRY: Seeks Cash Collateral Access
-------------------------------------------------
Diversified Masonry, LLC asks the U.S. Bankruptcy Court for the
District of Colorado for authority to use cash collateral and to
provide adequate protection to the secured creditor, the United
States Small Business Administration.
The Debtor must make payroll on a weekly basis. The Debtor must pay
approximately $50,000 to $60,000 in wages and approximately $6,250
in related expenses or taxes weekly.
The Debtor owes the SBA approximately $150,000 plus accrued
interest. The amount owed to the SBA is secured by a pledge to the
SBA of the Debtor's assets. The Debtor must also continue to pay
monthly expenses of approximately $40,000.
The Debtor's cash collateral totals approximately $742,000.
The Debtor will provide the following adequate protection to the
SBA for the Debtor's use of the cash collateral:
a. Replacement liens to the SBA, post-petition, to the same extent
and priority as pre-petition and to the extent that using cash
collateral decreases the SBA's interest in the cash collateral per
Section 361(2).
b. The Debtor will make monthly payments to the SBA of $731 per
month commencing in July 2024.
c. The Debtor will maintain adequate insurance coverage on all its
property.
d. The Debtor will provide the SBA with the Debtor's monthly
operating reports forthwith after they are filed with the Court.
The cash collateral of approximately $742,000 exceeds the $150,000
owed to the SBA. Any junior secured creditors whose interests
attach to any cash collateral will be entitled to replacement
liens, post-petition, to the same extent and priority as
pre-petition and to the extent that using cash collateral decreases
such secured creditors' interest in the cash collateral per Section
361(2). Any other secured creditors beyond the value of the cash
collateral have no interest in the Debtor's cash collateral, which
can only secure the SBA as the first priority secured creditor and
those immediately junior lien to which the their lien attaches to
the value of Debtor's assets. Any other secured creditors lower in
priority have no interest in the Debtor's cash collateral as their
interest doesn't attach to the value of the Debtor's assets.
A copy of the motion is available at https://urlcurt.com/u?l=UYdMrQ
from PacerMonitor.com.
About Diversified Masonry, LLC
The Debtor manufactures commercial and residential stone, stucco,
brick and block for national builders, local municipalities and
residential clients.
Diversified Masonry, LLC in Denver, CO, filed its voluntary
petition for Chapter 11 protection (Bankr. D. Colo. Case No.
24-11578) on April 3, 2024, listing $1,983,868 in assets and
$2,685,778 in liabilities. Dev Mahanti as manager/member, signed
the petition.
Judge Thomas B. Mcnamara oversees the case.
ALLEN VELLONE WOLF HELFRICH & FACTOR, P.C. serve as the Debtor's
legal counsel.
DNC AND TCPA: Seeks to Hire Cimino Law Office as Legal Counsel
--------------------------------------------------------------
DNC and TCPA Sanitizer List seeks approval from the U.S. Bankruptcy
Court for the District of Colorado to employ Cimino Law Office LLC
as legal counsel.
The firm's services include:
(a) provide the Debtor with legal advice with respect to its
powers and duties;
(b) aid the Debtor in the development of a plan of
reorganization under Chapter 11;
(c) file the necessary petitions, pleadings, reports, and
actions which may be required in the continued administration of
the Debtor's property under Chapter 11;
(d) take necessary actions to enjoin and stay until final
decree herein continuation of pending proceedings and to enjoin and
stay until final decree herein commencement of lien foreclosure
proceedings and all matters as may be provided under 11 U.S.C. Sec.
362; and
(e) perform all other legal services for the Debtor which may
be necessary herein.
John Cimino, Esq., the primary attorney in this representation,
will be paid at his hourly rate of $375.
In addition, the firm will seek reimbursement for expenses
incurred.
The Debtor paid the firm a prepetition retainer in the amount of
$20,000.
Mr. Cimino 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:
John A. Cimino, Esq.
Cimino Law Office LLC
5500 East Yale Ave., Suite 201A
Denver, CO 80222
Telephone: (720) 434-0434
Email: JC925AVE@yahoo.com
About DNC and TCPA Sanitizer List
DNC and TCPA Sanitizer List sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 24-12624) on May
16, 2024, listing under $1 million in both assets and liabilities.
John A. Cimino, Esq., at Cimino Law Office LLC represents the
Debtor as legal counsel.
DS ADMIRAL: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned ts 'B-' issuer credit rating to
U.S.-based DS Admiral Bidco, LLC, (dba Taxwell), which is the
audited entity within the group.
At the same time, S&P assigned its 'B-' issue-level rating and '3'
recovery rating to the company's proposed $1.05 billion first-lien
term loan. The company will also issue a $220 million senior
secured revolving credit facility that S&P will not be rating.
S&P said, "The stable outlook reflects our expectation that Taxwell
will increase its revenue and EBITDA by high-single-digit percent
annually, driven by continued growth in both its B2B and B2C
business segments and cost management. We also expect the company's
free cash flow will turn positive in fiscal 2024 and project S&P
Global Ratings-adjusted free cash flow to debt of about 3% to 4%
over the next 12 months."
U.S.-based DS Admiral Bidco, LLC (dba Taxwell), a provider of B2B
and B2C U.S. tax preparation software products will issue a $1.05
billion term loan, using proceeds to pay down existing debt and a
small dividend.
Taxwell is an important player in the tax software space with a
range of products that address the consumer and small- to
medium-sized business (SMB) DIY and the professional tax preparer
segments. The company was formed through the merger of Drake
Software and TaxAct (which Cinven acquired in 2021 and 2022,
respectively) and has a balanced mix of B2C (52%) and B2B (48%)
revenues. S&P views Taxwell as a leader in the professional and SMB
tax space, where the company has over 20% market share. On the
other hand, Taxwell is a much smaller player with a 5% market share
in the consumer DIY market, a space that is dominated by TurboTax.
The company's online DIY business continues to grow as it has taken
share from tax stores and manual paper filings. Additionally, the
company has grown its unique SMB DIY products at competitive price
points and it represents 4% of 2023 revenues. Taxwell's products
are generally cheaper than competitors and this has allowed for
increase in the average revenue per user (ARPU) that the company
can charge across its product portfolio.
S&P views Taxwell's products to be relatively sticky and expect
revenue performance to be stable over the next few years. Although
not a recurring revenue business, the company benefits from strong
retention metrics, especially on the professional side of the
business where its products consistently receive strong net
promoter scores. As such, retention metrics are strong, with B2B
retention in the low-90% area and B2C product retention in the
mid-80% area where its products compete against free DIY options.
Retention metrics have also continued to improve under Cinven's
ownership.
Taxwell exhibits above-average profitability compared with software
peers with similar scale. The company benefits from strong EBITDA
margins (S&P Global Ratings-adjusted EBITDA margins of about 37% in
2023) and low capital expenditure (capex) requirements. Since the
merger of Drake Software and TaxAct, Taxwell has successfully
realized synergies totaling $12.7 million. It plans to action about
$20 million in additional synergies over the next one to two years
which should help maintain its strong profitability metrics. The
company has also benefitted from 4% ARPU growth in its DIY business
and 15% in its professional tax prep software over the past three
years. The company's new platform offers opportunity to expand ARPU
across customers with further development of products such as
TaxAct Assist, Do-it-for-Me, and various partnership opportunities.
Risks to profitability include free DIY tax filing solutions from
competitors and IRS' direct file tax filing pilot program, which
will be available as a permanent option for all taxpayers starting
the 2025 tax season. Nonetheless, S&P views two-thirds of the
profitability as tied to the B2B business, where the company has
pricing power due to the popularity of its Drake Software
products.
S&P said, "Although projected leverage metrics are in line with our
upgrade trigger, we are looking for consistent free cash flow
generation before we consider a positive rating action. Given the
proposed $1.05 billion of debt issuance, we project 2024 S&P Global
Ratings'-adjusted debt/EBITDA to be in the low-6x area and 2024
free cash flow to debt in the 3%-4% range." The company has ample
liquidity, supported by approximately $220 million in revolving
credit facility and $85 million in balance sheet cash at the time
of the transaction closure. Additionally, given the seasonality of
the business, the company has captured 85% of its 2024 revenue
projections. Nonetheless, free cash flow was breakeven in fiscal
2022 and 2023 partly due to one-time transaction expenses from the
Drake and TaxAct acquisitions. Additionally, the debt issuance and
synergy execution costs could dampen 2024 free cash flow. The
business hasn't generated consistent positive free cash flow under
its current private equity ownership. S&P said, "Nonetheless, we
project free cash flow to turn positive in 2024 and meaningfully
improve in 2025. We are also cautious about the impact to the
consumer tax preparation industry of the IRS' free direct file
rollout. We would need to be confident the impact will be minimal
before considering a positive action."
S&P said, "The stable outlook reflects our expectation that Taxwell
will increase its revenue and EBITDA by high-single-digit percents
annually, driven by continued growth in both its B2B and B2C
business segments and cost management. We also expect the company
to turn free cash flow positive in fiscal 2024 and project S&P
Global Ratings-adjusted free cash flow to debt of about 3% to 4%
over the next 12 months.
"Although unlikely given our expectation for revenue growth and
positive free cash flow generation, we would lower our rating on
Taxwell if it faces revenue and EBITDA declines that cause its free
cash flow after debt service to approach break even with no
prospects for improvement, which would lead us to view its capital
structure as unsustainable."
S&P would consider raising its ratings on Taxwell over the next 12
to 24 months if it can sustain its revenue and EBITDA growth such
that:
-- S&P Global Ratings-adjusted leverage remains under 7x;
-- S&P Global Ratings-adjusted free cash flow to debt improves to
5%;
-- S&P believes any competitive pressure from the IRS' new direct
file program will be modest; and
-- S&P believes the company will sustain its deleveraged capital
structure while pursuing its acquisitions and shareholder-return
objectives.
DULIN FAMILY: Files Emergency Bid to Use Cash Collateral
--------------------------------------------------------
Dulin Family Dentistry, P.A. asks the U.S. Bankruptcy Court for the
District of Kansas, at Topeka, for authority to use cash collateral
and provide adequate protection, through August 31, 2024 or until
the Plan of Reorganization is Confirmed, whichever is sooner.
At the time of filing, the Debtor had bank account balances of
approximately $3,200, approximately 30 days of supplies, accounts
receivables of approximately $33,000, and approximately $75,000 in
dental chairs and other personal property.
While the Debtor has not fully analyzed all of the creditor's
liens, the Debtor does believe that one or more of the Creditors
hold duly perfected liens on the Debtor's accounts receivables,
inventory, and accounts.
The Debtor's secured creditors are as follows:
a. Bank of America - blanket lien.
b. Banker's Health Group (formerly owned by Lee Bank and Trust
Company) - blanket lien. However, there is no equity above and
beyond the lien of Bank of America for this lien to attach to.
c. The Fundworks - blanket lien. However, there is no equity above
and beyond the lien of Bank of America for this lien to attach to.
d. United States Small Business Administration - blanket lien.
However, there is no equity above and beyond the lien of Bank of
America for this lien to attach to.
The Debtor asserts that the Lee Bank and Trust Company, The
Fundworks, and the SBA do not have a claim to cash collateral
because of the prior lien of Bank of America.
The Debtor proposes, effective as of the Petition Date, that each
of the Creditors is granted replacement security interests in, and
liens on, all post-Petition Date acquired property of the Debtor
and the Debtor's bankruptcy estate that is the same type of
property that the specific creditor holds a pre-petition interest,
lien or security interest to the extent of the validity and
priority of such interests, liens, or security interests, if any.
The amount of each of the Replacement Liens will be up to the
amount of any diminution of each of the Creditors' respective
collateral positions from the Petition Date. The priority of the
Replacement Liens will be in the same priority as each of the
creditor's pre-petition interests, liens, and security interests in
similar property.
The Debtor proposes paying Bank of America the monthly sum of
$2,000 beginning June 28, 2024, and continuing the 28th day of the
month thereafter for its adequate protection payment.
The Debtor does not propose paying Lee Bank and Trust Company, The
Fundworks, and the SBA any adequate protection payment as there is
no collateral that protects their liens.
A copy of the motion is available at https://urlcurt.com/u?l=StFUUr
from PacerMonitor.com.
About Dulin Family Dentistry, P.A.
Dulin Family Dentistry, P.A. sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 24-40362) on June
3, 2024.
In the petition signed by Kevin J. Dulin, owner, the Debtor
disclosed up to $500,000 in assets and up to $1 million in
liabilities.
Colin Gotham, Esq., at Evans & Mullinix, P.A., represents the
Debtor as legal counsel.
DULIN FAMILY: Seeks to Hire Evans & Mullinix as Legal Counsel
-------------------------------------------------------------
Dulin Family Dentistry PA, seeks approval from the U.S. Bankruptcy
Court for the District of Kansas to employ Evans & Mullinix, PA as
counsel.
The firm will represent the Debtor during these Chapter 11
proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Colin N. Gotham, Attorney $350
Paralegals $125
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The firm received an initial retainer in the amount of $13,000 plus
the filing fees of $1,738.
Mr. Gotham 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:
Colin N. Gotham, Esq.
Evans & Mullinix P.A.
7225 Renner Road, Suite 200
Shawnee, KS 66217
Telephone: (913) 962-8700
Facsimile: (913) 962-8701
Email: cgotham@emlawkc.com
About Dulin Family Dentistry
Dulin Family Dentistry, PA sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 24-40362) on June
3, 2024. In the petition signed by Kevin J. Dulin, owner, the
Debtor disclosed under $1 million in both asset and liabilities.
Judge Dale L. Somers oversees the case.
Colin N. Gotham, Esq., at Evans & Mullinix P.A. serves as the
Debtor's counsel.
EBURY STREET: Bankruptcy Administrator Unable to Appoint Committee
------------------------------------------------------------------
The U.S. Bankruptcy Administrator for the Middle District of
Alabama disclosed in a court filing that no official committee of
unsecured creditors has been appointed in the Chapter 11 case of
Ebury Street Capital, LLC.
About Ebury Street Capital
Ebury Street Capital, LLC filed Chapter 11 petition (Bankr. M.D.
Ala. Case No. 24-10499) on May 13, 2024, with as much as $50,000 in
both assets and liabilities.
Judge Bess M. Parrish Creswell oversees the case.
Richard Scott Williams, Esq., is the Debtor's legal counsel.
EL DORADO SENIOR: Lisa Holder Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Region 17 appointed Lisa Holder, Esq., a
practicing attorney in Bakersfield, Calif., as Subchapter V trustee
for El Dorado Senior Care, LLC.
Ms. Holder will be paid an hourly fee of $300 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Holder declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Lisa Holder, Esq.
3710 Earnhardt Drive
Bakersfield, CA 93306
Phone: (661) 205-2385
Email: lholder@lnhpc.com
About El Dorado Senior Care
El Dorado Senior Care, LLC owns and operates community care
facilities for the elderly.
The Debtor sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. E.D. Calif. Case No. 24-22208) on May 21, 2024, with
$3,420,371 in assets and $3,127,562 in liabilities as of Dec. 31,
2023. Benjamin L. Foulk, owner and manager, signed the petition.
Judge Fredrick E. Clement presides over the case.
D. Edward Hays, Esq., at Marshack Hays Wood, LLP represents the
Debtor as legal counsel.
ENSERVCO CORP: Reports $740,000 Net Income in Q1 2024
-----------------------------------------------------
Enservco Corporation filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net income
of $740,000 on $9.8 million of revenue for the three months ended
March 31, 2024, compared to a net loss of $1 million on $8.9
million of revenue for the three months ended March 31, 2023.
As of March 31, 2024, the Company had cash and cash equivalents of
$474,000 and a working capital deficit of $5 million. Beginning in
the latter part of 2022, hiring practices and headcount were
significantly modified and reduced, and unprofitable locations were
closed. The Company also disposed of non-core or underperforming
assets, generating proceeds totaling $2 million since the beginning
of 2023. Despite the recent developments and the contributing
improvements to the Company's financial position, it believes that
substantial doubt still exists regarding its ability to continue as
a going concern for 12 months.
Enservco said, "We utilize a cash forecast model to evaluate the
ability of future cash flows to fund continuing operations. We
analyze projected cash flows to determine if they are sufficient to
fund the operations and obligations of the Company for a period of
time that extends 12 months or more from the date of the applicable
filing. We may need to raise additional capital for our growth and
ongoing operations. As we seek additional sources of financing,
there can be no assurance that such financing would be available to
us on favorable terms, or at all. Our ability to obtain additional
financing through debt and equity capital markets, whether public
or private, is subject to several factors including market and
economic conditions, our performance, and investor sentiment with
respect to us and our industry."
As of March 31, 2024, the Company had $13.3 million in total
assets, $12.9 million in total liabilities, and $350,000 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/319458/000143774924017050/ensv20240331_10q.htm
About Enservco
Enservco Corporation, through its wholly owned subsidiary, provides
various services to the domestic onshore oil and natural gas
industry. These services include hot oiling and acidizing and frac
water heating. The Company owns and operates a fleet of
specialized trucks, trailers, frac tanks and other well-site
related equipment and serve customers in several major domestic oil
and gas producing areas, including the Denver-Julesburg
Basin/Niobrara area in Colorado and Wyoming, the San Juan Basin in
northwestern New Mexico, the Marcellus and Utica Shale areas in
Pennsylvania and Ohio, the Jonah area, Green River and Powder River
Basins in Wyoming, and the Eagle Ford Shale and East Texas Oilfield
in Texas.
For the years ended December 31, 2023 and 2022, the Company
incurred net losses of $8.5 million and $5.6 million, respectively.
As of December 31, 2023, the Company had $13.9 million in total
assets, $14.4 million in total liabilities, and $572,000 total
stockholders' deficit.
Houston, Texas-based Pannell Kerr Forster of Texas, P.C., the
Company's auditor since 2022, issued a "going concern"
qualification in its report March 29, 2024, citing that the Company
has a significant working capital deficiency, has recurring 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.
EVERLASTING TRUCKING: Gets OK to Hire Rehan N. Khawaja as Counsel
-----------------------------------------------------------------
Everlasting Trucking, LLC received approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Bankruptcy Law Offices of Rehan N. Khawaja as its bankruptcy
counsel.
The firm will render these services:
(a) advise and counsel the Debtor concerning the operation of
its business in compliance with Chapter 11 and order of the court;
(b) prosecute and defend any causes of action;
(c) prepare and file all necessary applications, motions,
reports and other legal pleadings and documents;
(d) assist in the formulation of the Plan of Reorganization
and Preparation of a Disclosure Statement; and
(e) provide all other services of a legal nature.
The firm's attorneys will be paid at an hourly rate of $395.
Prior to the filing of the case, the attorney received a total
retainer in the amount of $7,500.
Rehan Khawaja, Esq., an attorney at Bankruptcy Law Offices of Rehan
N. Khawaja, 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:
Rehan N. Khawaja, Esq.
Bankruptcy Law Offices of Rehan N. Khawaja
817 North Main St.
Jacksonville, FL 32202
Telephone: (904) 355-8055
Facsimile: (904) 355-8058
Email: Khawaja@Fla-Bankruptcy.com
About Everlasting Trucking
Everlasting Trucking, LLC, a trucking business, sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case
No. 24-00001) on January 1, 2024, with $100,001 to $500,000 in both
assets and liabilities.
Judge Jason A. Burgess oversees the case.
Rehan N. Khawaja, Esq., at the Law Offices of Rehan N. Khawaja is
the Debtor's bankruptcy counsel.
EXPRESS INC: Wins Loan OK, Signs Deal With Consortium
-----------------------------------------------------
Express Inc.'s unsecured creditors objected to final approval of
the struggling retailer's $35 million debtor-in-possession
financing, arguing that the loan package is not only unfair, but
shouldn't be locked in, Law360 reported.
The Debtor in April announced that it has received a commitment for
$35 million in new financing from certain existing lenders.
The Court on June 6, 2024, entered a final order authorizing the
Debtor to access DIP financing.
On June 5, 2024, the Debtor disclosed that it has identified
Phoenix Retail, LLC (the "JV
Purchaser"), a consortium to consist of PHXWHP, LLC, an affiliate
of EXPWHP, LLC and affiliates of certain of the Debtors' landlords,
specifically, SPG Fashion Retail, LLC and BPR Acquisitions LLC, as
stalking horse bidder for most of its assets. The purchase price
includes approximately $160 million in cash consideration and $38
million of assumed liabilities.
The JV Purchaser consortium is comprised of (i) WHP Global, which
is the direct parent of EXPWHP, LLC, the majority owner of the
intellectual property of both Express and Bonobos following the
series of transactions in 2023 where WHP Global acquired a 60%
ownership interest in the intellectual property joint venture, EXP
Topco, LLC; and (ii) two affiliated entities of the Debtors’ most
material landlords, Simon Property Group, L.P. and BPR Acquisitions
LLC.
About Express Inc.
Express, Inc., operates specialty retail apparel stores. The
Company offers apparel and accessories such as jeans, sweaters,
dresses, suits, and coats. Express serves customers in the United
States.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10831) on April
22, 2024. In the petition signed by Stewart Glendinning, chief
executive officer, the Debtor disclosed $1,298,055,000 in assets
and $1,199,781,226 in liabilities.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankruptcy counsel; Klehr Harrison Harvey
Branzburg, LLP as local bankruptcy counsel; Moelis & Company, LLC
as investment banker; M3 Advisory Partners, LP as restructuring
advisor; and Stretto, Inc. as claims agent.
Stephen L. Iacovo, Esq., at Ropes & Gray, LLP serves as counsel to
ReStore Capital, LLC, agent to the FILO Lenders. ReStore is also
the agent under a second lien senior secured DIP single-draw term
facility. AlixPartners, LLP serves as advisor to the DIP agents.
Randall L. Klein, Eseq., Eva D. Gadzheva, Esq., and Dimitri G.
Karcazes, Esq., at Goldberg Kohn Ltd., serve as counsel to Wells
Fargo Bank, National Association, as first lien ABL agent. Wells
Fargo is also the agent under a first lien senior secured DIP
revolving credit facility.
FARADAY FUTURE: Warns of Possible Bankruptcy
--------------------------------------------
Trading View reports that Faraday Future warned that the company
may file for bankruptcy if it's unable to secure additional
capital.
In a Form 10-K document filed with the U.S. Securities and Exchange
Commission (SEC), Faraday issued a going concern risk.
Specifically, management warned that the company "does not have
sufficient liquidity to pay its outstanding obligations and to
operate its business." Unfortunately, the company said that it will
likely seek bankruptcy protection unless it can secure new
funding.
While this is an alarming disclosure, it also isn't much of a
surprise. Faraday Future only recently disclosed its rather grim
financial performance for the full year of 2023. Last year, the EV
manufacturer only sold four vehicles and leased six. Automotive
sales revenue for the 12 months ended Dec. 31, 2023 came out to
only $784,000.
Adding to the woes, research and development expenses reached $132
million in 2023. While that is a marked decline from nearly $300
million in 2022, Faraday is nowhere near where it needs to be.
FFIE Stock Faces Delisting
Faraday is late on its required disclosure for the period ended
March 31, 2024. As a result, stakeholders of FFIE stock are rushing
for the exits.
On Tuesday, management revealed that it received an anticipated
letter from the Nasdaq indicating that the EV maker failed to
timely file its Form 10-Q for the first quarter. This matter "could
serve as an additional basis for the delisting" of FFIE stock.
Previously, the stock also attracted attention for dropping below
the exchange's $1 minimum bid price.
In fairness, Faraday has requested a hearing before the Nasdaq
Hearings Panel. Should the hearing be granted, management intends
to present its proposal for filing the Form 10-Q and its plans to
remedy its listing standard deficiency.
Despite the efforts, though, the writing was likely on the wall for
FFIE stock from the very beginning. With a price tag of more than
$300,000 for Faraday EVs, the market for buyers was always going to
be limited. That's no longer speculation but a harsh reality, given
the diminutive sales figure.
Perplexingly, management acknowledged in its Form 10-K that pricing
represented a primary competitive factor in the EV market. By going
well above the norm, Faraday became dependent on an extremely niche
consumer segment.
About Faraday Future
Faraday Future (FF) -- https://www.ff.com/ -- is a California-based
global shared intelligent mobility ecosystem company focusing on
building the next generation of intelligent mobility ecosystems.
Established in May 2014, the company is headquartered in Los
Angeles with R&D Center and Futurist Testing Lab, and offices in
Silicon Valley, Beijing, Shanghai, and Chengdu. FF is poised to
break the boundaries between the Internet, IT, creative, and auto
industries with product and service offerings that integrate new
energy, AI, Internet, and sharing models, that aim to continuously
transform the mobility of mankind.
FIG & FENNEL: Seeks to Hire Pennant Financial as Credit Broker
--------------------------------------------------------------
Fig & Fennel at MIA, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Florida to
employ Pennant Financial Corporation as credit broker.
The Debtors need a credit broker to obtain any potential lending or
plan funding.
The Debtors will pay Pennant a fee of 1 percent of any loan which
might be committed by a lender to the Debtors within a period of
three years.
In addition, the firm will seek reimbursement for expenses
incurred.
Bernard McTamney, a member at Pennant Financial Corporation,
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:
Bernard McTamney
Pennant Financial Corporation
1489 Baltimore Pike Bldg. 104
Springfield, PA 19064
Telephone: (215) 496-9092
Facsimile: (609) 368-2104
About Fig & Fennel at MIA
Fig & Fennel at MIA, LLC and affiliates are owners and operators of
restaurants offering a broad selection of grab-and-go sandwiches,
salads, bowls, snacks, desserts, and more.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 23-18515) on
October 18, 2023. In the petition signed by Robert Siegmann,
manager, Fig & Fennel at MIA disclosed $2,956,271 in total assets
and $523,057 in total liabilities.
Judge Scott M. Grossman oversees the cases.
Adam Leichtling, Esq., at Lapin & Leichtling, LLP, is the Debtors'
legal counsel.
FIRSTBANK PUERTO: Fitch Hikes LongTerm IDR to 'BB+', Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has upgraded FirstBank Puerto Rico's (FirstBank)
Long-Term Issuer Default Ratings (IDRs) to 'BB+' from 'BB' and its
Viability Rating (VR) to 'bb+' from 'bb'. Fitch has also affirmed
the bank's Short-term IDRs at 'B'. The Rating Outlook is Stable.
Fitch has affirmed First Bancorp's (FBP) IDR at 'BB' and its VR at
'bb'. The Rating Outlook for FBP has been revised to Stable from
Positive.
KEY RATING DRIVERS
Ratings Upgrade: The upgrade of FirstBank reflects its financial
resilience, proven business model, strategic execution and solid
market position in Puerto Rico. While the bank has above-average
profitability and capitalization compared to U.S. mainland banks,
stronger core metrics are appropriate for Puerto Rico's more
challenging operating environment.
Holding Company Notched from Bank: Fitch affirmed the VR of the
holding company FBP at 'bb' and revised the Outlook on the
Long-term IDR to Stable from Positive, resulting in a one-notch
rating difference with its main operating subsidiary, FirstBank.
The notching reflects incrementally weaker holding company
liquidity management relative to peers, including an elevated
reliance on FirstBank upstream dividends to meet near-term
shareholder dividends and other expected cash outflows. Although
FBP's Outlook is Stable, an improvement in holding company
liquidity management could result in an equalization of its rating
with that of FirstBank.
Improved Operating Environment: Fitch has revised FirstBank's
Operating Environment score upward to 'bbb'. The revision is based
on recent positive economic developments such as the resolution of
the local government's debt restructuring, ongoing distribution of
disaster recovery funds, strong tourism industry growth, and
slowing outmigration trends. The Operating Environment influences
its assessments of other rating drivers, so this change triggered a
re-evaluation of FBP's business profile, asset quality and funding
and liquidity, providing more headroom at its current rating
level.
The bank has a relatively low labor force participation rate,
ongoing demographic challenges, and geographic vulnerability to
extreme weather events. However, Fitch does not anticipate this
will affect the bank's performance over the rating horizon.
Business Profile Underpins Upgrade: The upgrade is underpinned by
the bank's strong position in Puerto Rico. It is the second-largest
player across most business segments, a status reinforced by its
2020 acquisition of Banco Santander Puerto Rico (BSPR). FBP's
financial profile has exhibited consistent resilience amid tough
local economic conditions over an extended period. However, Fitch
views FBP's business model as somewhat less robust compared to its
higher-rated peers in Puerto Rico and the U.S. mainland, due to the
bank's limited revenue diversification.
Improved Risk Profile: Fitch views FBP's underwriting standards and
risk controls as appropriate for its current rating level. The
bank's risk profile improved over the past several years due to
strategic de-risking of its loan portfolio by moving away from
higher-loss asset classes. Apart from the 2020 acquisition of BSPR,
loan growth at the bank has been muted. Additionally, the bank's
risk management practices, particularly in handling interest rate
risk, contribute to its risk profile. This is demonstrated by the
moderate duration of its investment portfolio and the small
proportion of securities classified as held-to-maturity.
Asset Quality Normalizing: Credit metrics continued to normalize
during 2023, but performance is still better than the bank's
pre-pandemic levels. Fitch factored in the revised accounting
standard for troubled debt restructurings, which contributed to a
reduction in FBP's impaired loan ratio in 2023 relative to
historical figures. FBP's net charge-offs have declined to 36 bps
as of 1Q24, down from 57 bps at YE23, and are significantly lower
than the pre-COVID ratio of 90 bps at YE19.
Fitch anticipates continued normalization within the bank's
consumer and commercial real estate portfolios, much like its
peers. Over the medium term, however, Fitch expects the bank's
credit metrics to continue performing better than pre-pandemic
levels, supported by positive trends in the local operating
environment, including federal aid and a robust tourism sector,
which should help mitigate broader economic pressures stemming from
higher interest rates for longer.
Earnings Strength Supports Upgrade: FBP's profitability continues
to be a ratings strength. The bank's operating profit to
risk-weighted assets ratio stood at 3% in 1Q24, remaining robust in
comparison to most of its U.S. mainland peers. Additionally,
earnings are bolstered by a cost-effective business model, as
evidenced by the bank's efficiency ratio of 50%, which compares
favorably with local and U.S. mid-tier peer group. While credit
quality deterioration could necessitate further building of
reserves and potentially pressure earnings, Fitch expects this
impact to be manageable for FBP.
Solid Capital Levels: FBP's capital ratios, which are high compared
to most U.S. mainland banks, are solid and supportive of the bank's
rating. The bank's regulatory common equity Tier 1 (CET 1) ratio as
of 1Q24 was 15.9%, a modest decline from 16.1% at YE23. Adjusted
for accumulated other comprehensive income, FBP's CET1 ratio
improved to 10.9% as of 1Q24 compared to 10.5% at 1Q23 as
unrealized losses in its securities portfolio decreased. Fitch
expects capital ratios may decline modestly from current levels
over the next few years through increased shareholder returns.
However, Fitch expects FBP to sustain higher capital ratios than
similarly sized banks in the U.S. given the island's relatively
weaker operating environment.
Strong Funding Base: Fitch considers FBP's funding profile to be
robust, underscored by a stable and granular deposit base, along
with a cost of deposits that is competitively lower than that of
mainland peers. In the past year, the bank's loans grew by 6%,
surpassing the deposit growth of 3%, with the loan-to-deposit ratio
increasing to 74.5% in 1Q24 from 72% in 1Q23. Fitch expects a
slight increase in the bank's loan-to-deposit ratio due to moderate
loan demand in Puerto Rico. Excluding public sector collateralized
deposits, FBP's loan-to-deposit ratio would be approximately 89%,
marginally higher than the median for U.S. mainland peers of 86%.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Negative rating action could result from significant deterioration
in asset quality, particularly a reversion of the net chargeoff
ratio above the long-term historical average, or a sustained
decline of the CET1 ratio below the benchmark level for this
operating environment (13%).
Rating pressure could also occur if the bank were to experience
volatility or a decline in operating profitability below 1% of
risk-weighted assets over multiple quarters.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Positive rating momentum would be contingent on improved
non-interest income contribution and on further development of the
bank's franchise without materially increasing its risk appetite.
A sustained improvement in the bank's asset quality metrics, as
measured by a reduction to the four-year average impaired loans
ratio below 4%, could also support a positive rating action.
In addition, should FBP significantly improve the holding company's
liquidity on an unconsolidated basis to cover a minimum of 1.0x
expected annual outflows (including interest, expenses and
dividends), it could result in a positive rating action, including
equalizing the holding company and bank ratings.
OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS
Long- and Short-Term Deposit Ratings: Long-term deposits at
FirstBank are rated one-notch higher than its Long-Term IDR because
U.S. uninsured deposits benefit from depositor preference. U.S.
depositor preference gives deposit liabilities superior recovery
prospects in the event of default. Fitch rates FirstBank's
short-term uninsured deposits 'F3', in accordance with Fitch's
"Bank Rating Criteria," based on the bank's long-term deposit
rating and Fitch's assessment of the bank's funding and liquidity
profile.
Government Support: FBP's and FirstBank's Government Support
Ratings (GSRs) are rated 'No Support' (ns). Fitch views the
probability of support as unlikely.
OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES
Long- and Short-Term Deposit Ratings Sensitivities: The long-term
deposit ratings and short-term deposit ratings of FirstBank are
sensitive to changes in the company's Long-Term IDR.
Government Support Rating: The GSR would be sensitive to any change
in U.S. sovereign support, which Fitch believes is unlikely.
VR ADJUSTMENTS
FBP's VR has been assigned at 'bb', below the implied VR of 'bb+'
due to a negative adjustment for the Risk Profile, reflecting BHC
liquidity management.
The Operating Environment score of 'bbb' has been assigned below
the 'aa' category implied score due to the following reason:
Regional Focus
The Earnings and Profitability score of 'bb+' has been assigned
below the implied score of 'bbb' due to the following reason:
Revenue Diversification.
ESG CONSIDERATIONS
First Bancorp's ESG Relevance Score for 'Exposure to Environmental
Impacts' is a '3', which is higher than the bank sector default
score of '2' due to the heightened risk of natural disasters in the
bank's primary operating environment of Puerto Rico. While this is
an emerging factor that requires monitoring, an ESG Relevance Score
of '3' implies it is minimally relevant to the rating.
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
----------- ------ -----
FirstBank
Puerto Rico LT IDR BB+ Upgrade BB
ST IDR B Affirmed B
Viability bb+ Upgrade bb
Government Support ns Affirmed ns
long-term
deposits LT BBB- Upgrade BB+
short-term
deposits ST F3 Upgrade B
First BanCorp LT IDR BB Affirmed BB
ST IDR B Affirmed B
Viability bb Affirmed bb
Government Support ns Affirmed ns
FRANCISCAN FRIARS: Claims Filing Deadline Set for July 19
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
set July 19, 2024, at 5:00 p.m. (prevailing Pacific Time) as the
deadline to file proofs of claim against Franciscan Friars of
California Inc. Further information regarding the claims process,
obtain a copy of the proof of claim form, contact (i) Donlin Recano
& Company at (888) 444-4055; (ii) Debtor's restructuring website at
https://www.donlinrecano.com/ffc; and (iii) emailing inquiries to
ffcinfo@drc.equiniti.com.
About Franciscan Friars of California, Inc.
Franciscan Friars of California, Inc. is a tax-exempt religious
organization in Oakland, Calif. The Debtor was formed to provide
religious, charitable, and educational acts, ministry, and service
to the poor.
Franciscan Friars of California, Inc. filed its voluntary petition
for Chapter 11 protection (Bankr. N.D. Cal. Case No. 23-41723) on
December 31, 2023, listing $1 million to $10 million in assets and
$10 million to $50 million in liabilities. David Gaa, OFM,
president of the Debtor, signed the petition.
Judge William J. Lafferty oversees the case.
The Debtor tapped Binder Malter Harris & Rome-Banks LLP as
bankruptcy counsel; Hanson Bridgett LLP, Weintraub Tobin Chediak
Coleman Grodin Law Corporation, and Bledsoe, Diestel, Treppa &
Crane LLP as special counsel; and GlassRatner Advisory & Capital
Group LLC, doing business as B. Riley Advisory Services, as
financial advisor. Donlin, Recano & Company, Inc. is the Debtor's
administrative advisor.
The U.S. Trustee appointed an official committee of unsecured
creditors. The committee selected Lowenstein Sandler LLP and Keller
Benvenutti Kim LLP as counsel and Berkeley Research Group, LLC as
its financial advisor.
FTX GROUP: Former Auditor Faces Independence Rules Lawsuit of SEC
-----------------------------------------------------------------
Sydney Price of Law360 reports that the former auditor of Sam
Bankman-Fried's defunct cryptocurrency exchange FTX must face the
U.S. Securities and Exchange Commission's claims it violated
auditor independence rules while collecting $3 million in fees from
clients, a Florida federal judge has ruled, finding the agency's
allegations establish severe recklessness.
About FTX Group
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9, 2022, struck a deal to
sell itself to its giant rival Binance, but Binance walked away
from the deal amid reports on FTX regarding mishandled customer
funds and alleged US agency investigations. Bankman-Fried agreed to
step aside, and restructuring vet John J. Ray III was quickly
named
new CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
billion in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year.
According to Reuters, SBF shared a document with investors on Nov.
10, 2022, showing FTX had $13.86 billion in liabilities and $14.6
billion in assets. However, only $900 million of those assets were
liquid, leading to the cash crunch that ended with the company
filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims agent,
maintaining the page https://cases.ra.kroll.com/FTX/Home-Index
The Official Committee of Unsecured Creditors tapped Paul Hastings
as counsel, FTI Consulting, Inc., as financial advisor, and
Jefferies LLC as the investment banker. Young Conaway Stargatt &
Taylor LLP is the Committee's Delaware and conflicts counsel.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases.
White-collar crime specialist Mark S. Cohen has reportedly been
hired to represent SBF in litigation. Lawyers at Paul Weiss
previously represented SBF but later renounced representing the
entrepreneur due to a conflict of interest.
GALLERIA 2425: Updates Classes 3 & 4 Secured Claims Details
-----------------------------------------------------------
Galleria 2425 Owner, LLC and 2425 WL, LLC submitted a Disclosure
Statement in support of Fourth Amended Joint Plan of Reorganization
dated May 21, 2024.
The concept of the Plan is that the Debtor and 2425 WL, LLC will
provide for the recapitalization of the Debtor and the payment of
claims.
Class 3 consists of the Secured Claim for Assigned Tax Liens
claimed by Bank of Kuwait, S.A.K.P., New York Branch and Ali
Choudhri. Both the Bank of Kuwait and Ali Choudhri have filed
claims with respect to certain assigned tax claims. The Bank's
claim is Claim No.13-1. Mr. Choudhri's claim is Claim No. 21-1. The
Debtor shall pay whichever creditor is determined to own the tax
claim in sixty equal installments including interest at the
non-default contract rate. The first payment shall be due on the
Effective Date. Until the ownership of the claim is determined by a
final order, Debtor shall make its payments into a separate account
established for the purpose of holding such payments. Class 3 shall
retain its liens until paid.
Class 4 consists of the Secured Claims of Caz Creek Holdings II,
LLC. The Allowed Secured Claim of Caz Creek shall be Allowed in the
amount of approximately $879,098 and shall be paid in sixty equal
monthly payments beginning on the Effective Date with interest at
the nondefault contract rate of 10.95%. The written agreements by
and between Caz Creek and the Debtor will remain the same, except
to the extent that the terms therein are modified by this Plan, and
such agreements will be deemed to be modified to comport with this
Plan. Class 4 shall retain its liens until paid.
Like in the prior iteration of the Plan, the Reorganized Debtor
will pay a total of 90% of the Allowed Claims of unsecured
creditors other than National Bank of Kuwait, S.A.K.P. New York
Branch and 2425 WL, LLC. Such payment shall be made within 120 days
after the Effective Date.
The funds used for the repayment of Claims or other Distributions
to be made under the Plan will come from the income generated from
the Property, the new equity contribution, plus any other available
funds or property that the Reorganized Debtor may otherwise possess
on or after the Effective Date, including, mwithout limitation, any
such funds or property which may be provided through additional
capital contributions, and the proceeds of any sale, refinancing,
or other disposition of the Debtor's Assets.
In the event that NBK does not make a Section 1111(b) election or
such election is not allowed by the Court, Debtor shall obtain exit
financing from Legalist in the amount of $35 million pursuant to
the Summary of Key Terms of and Conditions for Debtor-in-Possession
Term Loan Facility dated May 3, 2024. Such funding shall not
constitute a "priming" lien and shall not take priority over any
lien which is retained under this Plan.
A full-text copy of the Fourth Amended Plan dated May 21, 2024 is
available at https://urlcurt.com/u?l=D0GMqR from PacerMonitor.com
at no charge.
Counsel to the Debtor:
Reese W. Baker, Esq.
Baker & Associates
950 Echo Lane, Ste. 300
Houston, TX 770024
Telephone: (713) 869-9200
Facsimile: (713) 869-9100
Email: courtdocs@bakerassociates.net
About Galleria 2425 Owner
Galleria 2425 Owner LLC is a Single Asset Real Estate as defined in
11 U.S.C. Section 101(51B).
Galleria 2425 Owner LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-60036) on July 5,
2023. In the petition filed by Dward Darjean, as manager, the
Debtor reports estimated assets between $10 million and $50 million
and estimated liabilities between $50 million and $100 million.
The Honorable Bankruptcy Judge Christopher M. Lopez oversees the
case.
The Debtor is represented by Melissa S Hayward, Esq., at Hayward &
Associates PLLC.
GANNETT HOLDINGS: Fitch Affirms 'B' LongTerm IDR, Outlook Negative
------------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) of Gannett Co., Inc. (GCI) and Gannett Holdings LLC
(Gannett) at 'B and the senior secured issue rating of 'BB'/'RR1'.
The Rating Outlook remains Negative.
Gannett's rating and Negative Outlook reflect the company's
elevated leverage and its ability to continue its nascent operating
recovery. Although Gannett's total leverage has remained outside
Fitch's negative sensitivities longer than expected, Fitch
recognizes that macroeconomic conditions over the past two years
exacerbated the newspaper industry's secular weakness and drove a
period of substantial digital advertising declines while
accelerating overall linear revenue declines.
Despite this weakness, Gannett continued its aggressive debt
repayment resulting in a total debt balance at March 31, 2024 that
was slightly lower than Fitch's prior expectations. As a result,
Fitch-calculated leverage declined to 4.5x at March 31, 2024 from
its peak of 5.1x at Dec. 31, 2022. Fitch expects the company's
recent positive operating trajectory and aggressive debt repayment
efforts will continue and that Gannett will return to within EBITDA
leverage sensitivities over the next 18 months.
KEY RATING DRIVERS
Operational Headwinds: Gannett faced significant macroeconomic and
operational headwinds over the past two years, including an
advertising recession from 2H22 into 1Q24. The recession caused
digital revenues to decline and accelerated the newspaper sector's
existing print (linear) advertising declines causing a significant
drag in 2022 and 2023. Operating performance was also affected by
linear circulation declines progressing faster than Fitch
expected.
Debt Reduction: Fitch takes considerable comfort from Gannett's
aggressive debt reduction efforts using a mix of FCF, asset sale
proceeds and cash on hand. Despite the recent operational
headwinds, Gannett reduced debt over the past two years by $255
million to $1.11 billion at March 31, 2024. Overall the company has
reduced debt by $645 million (41%) from a peak of $1.76 billion
following its acquisition by New Media Investment Group, Inc.
(NMIG) in 2019. Fitch expects Gannett to continue repaying debt
given substantial required amortization, required excess cash and
asset sale proceeds repayments and the company's focus on driving
first lien net leverage to 1.0x.
Elevated Leverage: Gannett's Fitch calculated EBITDA leverage of
4.5x at March 31, 2024 exceeded Fitch prior expectation of 3.5x and
continues to exceed sensitivities due primarily to the operating
weakness detailed above. However, Fitch expects leverage to return
to within sensitivities during 2025 as it expects recent operating
improvements and debt repayment to continue.
Operating Recovery: Gannett's recent operating performance has been
improving and total revenue declines have decelerated for the last
five quarters as digital advertising has recovered and linear
weakness appears to have reached a trough. While Fitch expects
continued positive momentum across Gannett's digital platforms, it
does remain concerned about legacy media's long-term growth
prospects and expects linear to continue to decline.
Digital Expected to Drive Growth: Gannett's steady transition into
the digital sphere via its digital marketing services and
circulation and advertising segments are viewed as a credit
positive as it counters the structural decline of its traditional
linear business. Fitch expects Gannett's aggregate digital revenue
contribution to exceed 50% of total revenues beginning in 2025,
from 41% LTM March 31, 2024 and approximately 30% in 2020.
Gannett's digital marketing solutions (DMS) segment offers the best
growth potential given the large base of untapped SMBs. DMS
provides a cloud-based platform (LocaliQ) offering digital
advertising and marketing solutions to SMBs located primarily in
the U.S. along with the U.K., Australia, New Zealand and Canada.
DMS, with more than 15,000 clients, provided 18% of Gannett's LTM
March 31, 2024 total revenues, up from 13% in 2020, driven
primarily by a 35% increase in average revenue per user (ARPU).
Gannett plans to continue growing this business by expanding its
product portfolio using AI-powered solutions and expanding into
smaller verticals.
Improved FCF Generation: Despite the operational headwinds
compressing margins in 2022, resulting in slightly negative FCF
(-$5 million), Gannett returned to FCF generation with $56 million
in 2023 and $68 million for LTM March 31, 2024. Fitch expects
Gannett's ability to generate FCF to continue improving. Fitch
expects Gannett to realize annual low single-digit revenue growth
beginning in 2025, as digital revenue growth offsets on-going
linear revenue declines. Annual cash interest expense will continue
declining, even assuming higher refinancing rates, given historical
and expected aggressive debt repayments. In addition, capital
intensity is expected to remain below 2%.
Secular Headwinds: Secular risk weighs heavily on the rating.
Gannett will face ongoing secular headwinds in linear circulation
and readership driven by growing digital news consumption and
audience fragmentation. Fitch expects linear media overall to
become increasingly hyper-cyclical and continue losing share to
digital, as seen in Gannett's increasing portion of revenues from
digital. Fitch expects declines in Gannett's print advertising and
circulation to continue and that digital advertising revenues will
exceed linear advertising during 2025.
Diverse Portfolio: In addition to DMS, Gannett is the leading U.S.
news media publisher based on circulation and owns USA TODAY and
daily and weekly content brands in roughly 220 local markets. Its'
U.K. operations comprise over 150 daily and weekly newspapers and
70 magazines and related digital news and media sites. As of March
31, 2024, it had more than 3.0 million total paid subscribers,
including 2.0 million digital only subscribers, and approximately
187 million aggregate unique monthly visitors to its websites.
Rating are Linked: Fitch's rating approach equalizes GCI's and
Gannett's IDRs in accordance with Fitch's "Parent and Subsidiary
Rating Linkage Criteria" under the strong subsidiary/weak parent
approach. Fitch assesses the quality of the overall linkages as
high, which results in an equalization of the ratings reflecting
open legal ring-fencing and open access and control across the
capital structure.
DERIVATION SUMMARY
Gannett is a global multi-media company consisting of publishing
and digital media solutions segments in the U.S. and U.K. Although
Gannett is facing the same secular challenges as News Corp's
(BBB-/Stable) print media segment, Gannett has much less scale and
diversification and higher leverage leading to the multi-notch
rating differentiation.
Gannett's 'B' IDR reflects its substantially smaller scale and
higher leverage relative to larger and more diversified media peers
like The Walt Disney Company (A-/Stable), Warner Bros. Discovery,
Inc. (BBB-/Stable), and Paramount Global (BBB-/Negative). Although
Gannett has lower leverage than both Gray Television, Inc.
(BB-/Negative) and The E.W. Scripps Company (B/Stable), it has much
lower margins, greater operating volatility, smaller advertising
market share and greater secular challenges.
KEY ASSUMPTIONS
- For 2024, total revenue declines continue decelerating as digital
revenues maintain their positive growth trajectory and linear
revenue declines continue to moderate. Margins improve by
approximately 50bp driven by negative revenue growth deceleration
and stabilizing operating leverage;
- Thereafter revenues grow in the low-single digits annually due to
continued deceleration in linear revenues losses and high single
digit annual digital growth. The total revenue momentum is driven
by aggregate digital revenues, which continue to take shar from
linear, exceeding 50% of total revenues in 2025;
- EBITDA margins see slow annual improvement reaching the mid-10%
by 2027 due to improving operating leverage from both linear, which
benefits from a smaller cost base, and digital;
- Capex intensity between 1.3%-2.0%;
- FCF generation improves over the rating horizon, with margins
more than doubling from 2.1% in 2023 to 5.5% in 2027;
- Asset sales totaling $45 million in 2024, with proceeds used to
pay down debt;
- Total debt stack, including the convertible notes, refinanced
during 2025 with first lien debt leading to 3.4x closing leverage;
- Shareholder returns remain paused;
- Aggressive debt repayment continues post refinance as the company
drives towards its 1.0x net first lien leverage target.
RECOVERY ANALYSIS
The recovery analysis assumes Gannett would be considered a going
concern in bankruptcy and would be reorganized rather than
liquidated and assumes a 10% administrative claim.
Going-Concern (GC) Approach
Gannett's recovery analysis assumes the company is unable to grow
its digital subscriptions, advertising, or media solutions business
segments and reset its cost structure sufficiently enough to offset
accelerated linear subscriber and advertising declines. As such,
the post-reorganization GC EBITDA is $200 million, which represents
an approximate 19% decline from the LTM ended March 31, 2024,
Fitch-calculated EBITDA of $246 million.
The updated GC EBITDA of $200 million represents a substantial
decrease from Fitch's prior $338 million estimate, which itself
represented an approximate 20% decline from FYE Dec. 31, 2021,
Fitch-calculated EBITDA of $423 million. The primary drivers of the
lower GC EBITDA are the advertising recession, which caused digital
revenues to decline and accelerated expected linear advertising
declines, linear circulation declines progressing faster than Fitch
expected, and Gannett's inability to reset its cost structure fast
enough to offset the declines in 2022.
Fitch believes the updated GC EBITDA is appropriate as it expects
Gannett's aggregate digital revenues will exceed linear revenues
during 2025 due to the company's focus on digital revenues. This is
in line with Fitch's expectations that linear platforms overall
have become increasingly hyper-cyclical and will continue ceding
market share to digital, becoming Gannett's new paradigm. In
addition, although Fitch believes Gannett will be unable to recover
linear revenues lost over the last two years, it expects future
linear declines to moderate. Finally, Fitch expects Gannett's DMS
segment, with its substantial portion of recurring revenues, will
generate 20% of revenues in 2025.
Fitch assumes Gannett will receive a going-concern recovery EV
multiple of 4.5x EBITDA based on the following factors. In
September 2020, The McClatchy Company was acquired out of
bankruptcy for $312 million, or an estimated 4.2x 2021 adjusted
EBITDA (based on McClatchy's financial projections provided in
their February 2020 disclosure statement as part of their initial
proposed equitization reorganization).
Additional transactions include NMIG's acquisitions of several
news, media and digital marketing providers for an average 4.1x
multiple and Gannett in November 2019 for $1.34 billion, or 4.2x
LTM ended June 30, 2019 EBITDA. Similar public companies trade at
EBITDA multiples ranging from the mid-single digits to low teens,
with the higher end multiple driven by a large newspaper with
national distribution and significant industry-leading digital
subscriber success.
Although the 4.5x multiple exceeds the M&A transactions, it is
supported by the expectation that Gannett's ability to offset
linear revenue declines with digital revenue growth will accelerate
over the next twelve months, reversing the decline in total
revenues and proving that the new paradigm is defensible. The
multiple is further supported by its ownership of USA Today, a
newspaper with national distribution, Newsquest, which has
outperformed Gannett's domestic newspapers, and DMS, which is
largely unaffiliated with the newspaper sector and continues to
grow ARPU and revenues.
Finally, Fitch's August 2023 TMT bankruptcy case study exit
multiples for peer companies ranged from 4.2x-7.8x, with an average
of 6.3x. While the 4.5x multiple is below the case study average
exit multiple, the bankruptcies occurred between 2009 and 2011 and
the newspaper industry has only seen continued erosion in print
circulation and advertising that digital subscription is not yet
fully replacing.
Fitch estimates full recovery prospects for the first lien senior
secured term loan and rates its 'BB'/'RR1', or three notches above
Gannett's 'B' IDR.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- The Outlook would be revised to Stable once Fitch-calculated
leverage declines below 3.5x;
- Successful execution of strategic operating transformation
leading to sustainable total digital revenue growth that
meaningfully offsets the decline in legacy revenues;
- Consistent EBITDA and FCF margin improvement;
- Fitch-calculated leverage (total debt with equity
credit/operating EBITDA) declines below 2.0x on a sustainable
basis.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Digital revenue growth slows or declines and is insufficient to
meaningfully offset print subscriber declines;
- Fitch-calculated leverage exceeds 3.5x without a creditable plan
to return leverage within sensitivities.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: As of March 31, 2024, the company had $93
million in cash and cash equivalents and generated $68 million of
FCF for the LTM ended March 31, 2024. Because the company typically
generated FCF, and is expected to grow annual FCF over the rating
horizon due to the consistent reduction in annual cash interest
expense, it does not have a revolving credit.
Gannett's term loan matures in October 2026 ($347 million
outstanding at March 31, 2024), its bonds mature in November 2026
($279 million) and its convertible notes mature in December 2027
($485 million). The term loan balance at maturity should be
substantially lower given annual required amortization of $60.5
million and required mandatory prepayments from asset sale proceeds
(the company expects to complete $45 million to $50 million of
non-strategic asset sales in 2024). Fitch expects Gannett to begin
refinancing discussions over the next 6 months-12 months.
Gannet's 2023 10-K disclosed that an unspecified majority of its
convertible notes are held by an undisclosed financial sponsor
which could result in the financial sponsor having a significant
voting stake upon conversion. If all of the outstanding convertible
notes convert to common stock, the resultant issuance of new shares
would provide convertible note holders with 40% ownership of the
adjusted outstanding common stock.
Because the financial sponsors' current convertible note ownership
percentage has not been disclosed, Fitch is unable to determine the
financial sponsor's post conversion common stock ownership stake or
it's resultant voting position.
ISSUER PROFILE
Gannett is a global media company offering a broad array of digital
and linear news and media brands in the U.S., where it has the
largest aggregate circulation, and the U.K. It also provides
digital advertising and marketing solutions to SMB clients.
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
----------- ------ -------- -----
Gannett Co., Inc. LT IDR B Affirmed B
Gannett Holdings LLC LT IDR B Affirmed B
senior secured LT BB Affirmed RR1 BB
GENESIS GLOBAL: Returns $2.2-Bil. of Digital Assets in Chapter 11
-----------------------------------------------------------------
Clara Geoghegan of Law360 reports that former crypto lender Genesis
Global Holdco LLC returned $2. 18 billion worth of digital assets
Wednesday to 232,000 users of an interest-accruing lending program,
Gemini Earn, after a New York bankruptcy judge approved Genesis'
Chapter 11 plan.
About Genesis Global Holdco
Genesis Global Holdco, LLC, through its subsidiaries, and Global
Trading, Inc., provide lending and borrowing, spot trading,
derivatives and custody services for digital assets and fiat
currency.
Genesis Global Capital, LLC (GGC) and Genesis Asia Pacific PTE.
LTD. (GAP) provide lending and borrowing, spot trading, derivatives
and custody services for digital assets and fiat currency. Genesis
Global Holdco, LLC owns 100% of GGC and GAP.
Genesis Global Holdco, LLC, GGC and GAP each filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 23-10063) on Jan. 19, 2023. The cases are
pending before the Honorable Sean H. Lane.
At the time of the filing, Genesis Holdco reported $100 million to
$500 million in both assets and liabilities.
Genesis Holdco is a sister company of Genesis Global Trading, Inc.
("GGT") and 100% owned by Digital Currency Group, Inc. ("DCG").
GGT, DCG and certain of the Holdco subsidiaries are not included in
the Chapter 11 filings. The non-debtor subsidiaries include
Genesis UK Holdco Limited, Genesis Global Assets, LLC, Genesis
Asia
(Hong Kong) Limited, Genesis Bermuda Holdco Limited, Genesis
Custody Limited ("GCL"), GGC International Limited ("GGCI"), GGA
International Limited, Genesis Global Markets Limited, GSB 2022 II
LLC, GSB 2022 III LLC and GSB 2022 I LLC.
The Debtors tapped Cleary Gottlieb Steen & Hamilton, LLP as
bankruptcy counsel; Morrison Cohen, LLP as special counsel; Alvarez
& Marsal Holdings, LLC as financial advisor; and Moelis & Company,
LLC as investment banker. Kroll Restructuring Administration, LLC
is the Debtors' claims and noticing agent and administrative
advisor.
The ad hoc group of creditors is represented by Kirkland & Ellis,
LLP and Kirkland & Ellis International, LLP. The ad hoc group of
Genesis lenders is represented by Proskauer Rose, LLP.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped White & Case, LLP as bankruptcy counsel; Houlihan
Lokey Capital, Inc. as investment banker; Berkeley Research Group,
LLC as financial advisor; and Kroll as information agent.
GT GIST PROPERTIES: Case Summary & One Unsecured Creditor
---------------------------------------------------------
Debtor: GT Gist Properties, LLC
502 Orchard Street
New Haven, MO 63068-1108
Chapter 11 Petition Date: June 10, 2024
Court: United States Bankruptcy Court
Eastern District of Missouri
Case No.: 24-42034
Debtor's Counsel: Frank R. Ledbetter, Esq.
LEDBETTER LAW FIRM, LLC
130 S. Bemiston Avenue, Suite 304
Clayton, MO 63105
Tel: 314-602-1431
Email: stlatty@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Garrett Gist as member.
The Debtor listed Sullivan Bank, PO Box 489, Sullivan, MO 63080 as
its sole unsecured creditor holding a claim of $900,000.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/H3FSPLQ/GT_Gist_Properties_LLC__moebke-24-42034__0001.0.pdf?mcid=tGE4TAMA
GULLY BOYZ: Continued Operations to Fund Plan Payments
------------------------------------------------------
Gully Boyz East Nashville, LLC filed with the U.S. Bankruptcy Court
for the Middle District of Tennessee a Plan of Reorganization under
Subchapter V dated May 20, 2024.
The Debtor generates income by operating a fast casual restaurant
and catering business out of a single location. In March of 2022,
The Debtor formed the corporation to start Gully Boyz East
Nashville, LLC, and started generating revenue in November of 2022.
It became apparent that additional revenue was needed to service
the debt of The Huntington National Bank, and the Debtor filed
Chapter 11 in an effort to reorganize.
Due to the security interests of The Huntington National Bank,
there would be no distribution to unsecured creditors through the
liquidation of the assets of the estate. The Debtor contends that
the proposed Plan payments of $6,019.10 per month for the first
five years to The Huntington National Bank, which represents both
the secured and unsecured creditor except for the commercial lease,
and administrative claims is a superior recovery to any recovery
that would be received in a Chapter 7 case.
This Plan of Reorganization proposes to pay the creditors of the
Debtor from future income of the Debtor.
Class 3 shall consist of the allowed unsecured claims not entitled
to priority and not expressly included in the definition of any
other class. The claims in this class, which consists of the split
claim of The Huntington National Bank, shall be paid a monthly
distribution on the unsecured balance of the claim of The
Huntington National Bank estimated at $666,247.20. Said plan
payments shall commence on the Effective Date of the plan, and
shall be payable at the rate of $4,967.36 per month, at 6.5%
interest, until the total amount specified herein has been paid,
which is estimated at 240 months. This Class is impaired.
The Debtor will retain all ownership rights in property of the
estate.
The Debtor anticipates the funds to meet the plan payments shall
come from the daily operations of the Debtor's business.
A full-text copy of the Plan of Reorganization dated May 20, 2024
is available at https://urlcurt.com/u?l=Lcgia0 from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Jay R. Lefkovitz, Esq.
908 Harpeth Valley Place
Nashville, Tennessee 37221
Phone: (615) 256-8300
Fax: (615) 255-4516
Email: jlefkovitz@lefkovitz.com
About Gully Boyz East Nashville
Gully Boyz East Nashville, LLC generates income by operating a fast
casual restaurant and catering business.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-00844) on March 13,
2024, with $50,001 to $100,000 in assets and $500,001 to $1 million
in liabilities.
Judge Charles M. Walker presides over the case.
Jay Lefkovitz, Esq., represents the Debtor as legal counsel.
HAMEL TRUCKING: Claims to be Paid From Disposable Income
--------------------------------------------------------
Hamel Trucking, LLC filed with the U.S. Bankruptcy Court for the
District of New Hampshire a Plan of Reorganization for Small
Business dated May 20, 2024.
Mr. Alan Hamel formed and operated a business under the fictitious
tradename "Hamel Trucking" for many years before the formation of
the Debtor. It may have been a sole proprietorship or a common law
general partnership with his spouse Paulette Hamel.
The Debtor delivers home heating oil for other businesses during
the winter months. It generally supplements the in-house delivery
capacity of the sellers. The exceptionally warm winter experienced
last year caused a precipitous drop in income. In the late spring,
summer and early fall the Debtor delivers water primarily used to
fill swimming pools. Summer revenues always exceed winter receipts.
In terms of scheduling Projected Disposable Income Dividends and
Operating Lease payments, this Plan reflects the seasonality of the
income streams.
The Confirmation of this Plan will permit the Debtor to continue
its business operations in a sound and prudent manner for the
benefit of direct Allowed Creditors, the Internal Revenue Service
and New Hampshire Department of Revenue Administration, which are
indirect creditors, and the equity holder, Alan Hamel.
The Plan is simple and straightforward. Mr. Hamel will continue to
own and manage the Debtor's trucking business. The Debtor will pay
the Allowed Claims of creditors in full, without interest, over the
Plan Term from Debtor's Projected Disposable Income. The Dividend
payments will vary from month to month in recognition of the
seasonal nature of the Debtor's Business.
Any Net Recovery made on account of a Retained Action, including
the pending Proceeding against Ms. Hamel, will be paid over to
Allowed Creditors as if it was "Projected Disposable Income" and
"Available Projected Disposable Income." In order to fund the
indirect claims of IRS and NHDRA so that Debtor retains the ability
to use the equipment owned by Mr. Hamel, the Debtor will lease from
him on triple net basis and make the base rent payments directly to
IRS and NHDRA on a pro rata basis, all of which will be deducted
from Debtor's income in calculating Debtor's Projected Disposable
Income.
Class 3 consists of Nonpriority Unsecured Claims. On the 15th day
of each month during the Plan Term, each creditor holding an
Allowed Nonpriority Unsecured Claim in this Class shall be paid
monthly a fractional portion of the Debtor's Available Projected
Disposable Income for this Class as of the last day of the
preceding month, the numerator of which shall be the Allowed Amount
of an Allowed Claim and the denominator of which shall be the sum
of the Allowed Amounts of all of the Allowed Claims in this Class.
Over the term of this case, the nonpriority unsecured claims have
decreased. The Progressive Insurance claim dropped because it was
listed in the amount of the annual premium, but the premiums had
been and continued to be paid in installments to keep coverage in
effect with the result that it was paid in full. The lease payments
due the landlord were paid as required by the Bankruptcy Code.
This Class includes a claim held by Attorney Diane M. Puckhaber for
legal services rendered to Mr. Hamel, not the Debtor. Attorney
Puckhaber did not file a Proof of Claim. Attorney Puckhaber has
agreed to execute and deliver a discharge and release of any claim
against the Debtor within 10 days from the date of this Plan.
All Dividends becoming due to Allowed Creditors during the Plan
Term will be paid from the Projected Disposable Income, Financial
Projection and the Net Recovery made by the Debtor in the Pending
Paulette Hamel Proceeding during the Plan Term, which is 3 years
from the Effective Date.
A full-text copy of the Plan of Reorganization dated May 20, 2024
is available at https://urlcurt.com/u?l=ro8CmZ from
PacerMonitor.com at no charge.
Counsel to the Debtor:
William S. Gannon, Esq.
WILLIAM S. GANNON PLLC
740 Chestnut Street
Manchester, NH 03104
Tel: (603) 621-0833
Fax: (603) 621-0830
Email: bgannon@gannonlawfirm.com
About Hamel Trucking
Hamel Trucking, LLC delivers home heating oil for other businesses
during the winter months.
The Debtor sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.H. Case No. 24-10102) on February 20,
2024, listing $100,001 to $500,000 in both assets and liabilities.
Judge Bruce A Harwood presides over the case.
William S. Gannon, Esq. at William S. Gannon PLLC, represents the
Debtor as counsel.
HARRAH LAND: Stephen Moriarty Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Region 14 appointed Stephen Moriarty, Esq., at
Fellers, Snider, Blankenship, Bailey & Tippens, P.C., as Subchapter
V trustee for Harrah Land FC, LLC.
Mr. Moriarty will be paid an hourly fee of $550 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Moriarty declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Stephen J. Moriarty, Esq.
Fellers, Snider, Blankenship, Bailey & Tippens, P.C.
100 N. Broadway, Suite 1700
Oklahoma City, OK 73102
Telephone: (405) 232-0621
Facsimile: (405) 232-9659
Email: smoriarty@fellerssnider.com
About Harrah Land FC
Harrah Land FC, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Okla. Case No.
24-80401) on May 21, 2024, listing $7,862,207 in assets and
$7,013,314 in liabilities. The petition was signed by Timothy J.
Remy as managing member.
Judge Paul R. Thomas presides over the case.
Scott P. Kirtley, Esq., at Riggs, Abney, Neal, Turpen, Orbison &
Lewis represents the Debtor as counsel.
HERITAJE BNB: Unsecureds Will Get 10% of Claims over 60 Months
--------------------------------------------------------------
Heritaje BNB, LLC filed with the U.S. Bankruptcy Court for the
District of Massachusetts a First Amended Plan of Reorganization
dated May 21, 2024.
The Debtor is a Massachusetts limited liability company that owns
and operates a transportation company, located in Westborough,
Massachusetts. The Debtor's primary place of business is situated
at 346 Turnpike Road, Westborough, MA , which is the permanent
address of the Debtor's principal.
The Debtor's principal, Oorja Batra, is the managing member at the
office and has no paid employees. The bankruptcy filing was
precipitated by the Debtor's failure to make timely payments to
secured lienholder and repossession of the vehicle. The vehicle was
returned to the Debtor and as of May 2024 Debtor has resumed making
payments on the secured lien. Debtor, Heritaje BNB LLC is currently
operating and meeting its current obligations as they come due.
The Debtor intends to utilize the chapter 11 process in order to
reorganize and anticipates filing a proposed Plan that pays the
priority claims in full. Debtor desires to cramdown the secured
claim of Lincoln Automotive Financial Services.
The Debtor's current cash and future operations will allow the
Debtor to provide meaningful distributions to its creditor. The
Plan contemplates that: (i) the satisfaction in full of all
administrative and priority claims; (ii) the full satisfaction of
any priority claim of the Internal Revenue Service, to the extent
that such claim is attributable to unpaid prepetition taxes and
interest; (iii) provide a meaningful distribution to the secured
claim of Lincoln; (iv) debtor has no unsecured creditors.
Class 5.1 consists of the general unsecured claims of the Debtor.
The Debtor estimates that there will be approximately $74462.24 in
general unsecured claims. This amount is owed to the Claims of
Lincoln Automotive Financial Services. In full and final settlement
and satisfaction of all allowed 5.1 Claims, holders of such allowed
claims will receive deferred cash payments equal to 10%, or 7446.22
of such holder's Allowed Class 5.1 Claim, with no interest, over a
period of 60 months ($124.10 per month). This sum is inclusive of
all arrears owed to the secured creditor. Class 5.1 is impaired and
thus entitled to a vote.
Class 6.1 consists of all equity interests of the Debtor. The
equity interest holder of the Debtor is Oorja Batra, who shall
receive no distribution under the Plan on account of such
interests, but will retain unaltered legal, contractual and
equitable rights which such interest was entitled as of the date of
the Petition.
The Debtor plans to implement the plan using projected future
income. In addition to the use of projected future income, the
Debtor's reorganization is facilitated by cash on deposit in the
Debtor's account. The Debtor anticipates that this cash will be
sufficient to: (a) pay administrative claims and priority claims in
full, other than claims subject to separately agreed payment terms
and tax claims; (b) provide for payments to secured and unsecured
creditors contemplated by this plan; and (c) maintain a sufficient
capital balance for the Debtor to maintain its operations.
A full-text copy of the First Amended Plan dated May 21, 2024 is
available at https://urlcurt.com/u?l=9MLjos from PacerMonitor.com
at no charge.
Counsel for the Debtor:
Peter M. Daigle, Esq.
The Law Office of Peter M. Daigle
1550 Falmouth Road, Suite 10
Centerville, MA 02632
Telephone: (508) 771-7444
About Heritaje BNB
Heritaje BNB LLC is a Massachusetts limited liability company that
owns and operates a transportation company, located in Westborough,
Massachusetts.
The Debtor filed Chapter 11 petition (Bankr. D. Mass. Case No.
24-40162) on February 16, 2024. In the petition signed by Oorja
Batra, president, the Debtor disclosed under $1 million in both
assets and liabilities.
Judge Elizabeth D. Katz oversees the case.
The Law Office of Peter M. Daigle represents the Debtor as counsel.
HERTZ CORP: Searches for Financing Options After Facing Losses
--------------------------------------------------------------
Gillian Tan, David Welch and Eliza Ronalds-Hannon of Bloomberg News
report that Hertz Global Holdings Inc. is exploring options to
raise financing weeks after the company's new chief executive
officer pledged to get the company back on track following a failed
bet on electric vehicles, according to people with knowledge of the
matter.
The car rental company is working with financial advisers as it
weighs its options, said the people, who asked not to be identified
discussing confidential information. It wasn't immediately known if
Hertz is pursuing new equity, debt or a mix of both.
About Hertz Corp.
Hertz Corp. and its subsidiaries -- http://www.hertz.com/--
operate a worldwide vehicle rental business under the Hertz,
Dollar, and Thrifty brands, with car rental locations in North
America, Europe, Latin America, Africa, Asia, Australia, the
Caribbean, the Middle East, and New Zealand. They also operate a
vehicle leasing and fleet management solutions business.
On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court for
the District of Delaware (Bankr. D. Del. Case No. 20-11218).
Judge Mary F. Walrath oversees the cases.
The Debtors have tapped White & Case LLP as their bankruptcy
counsel, Richards, Layton & Finger, P.A., as local counsel, Moelis
& Co. as investment banker, and FTI Consulting as financial
advisor. The Debtors also retained the services of Boston
Consulting Group to assist the Debtors in the development of their
business plan. Prime Clerk LLC is the claims agent.
The U.S. Trustee for Regions 3 and 9 appointed a Committee to
represent unsecured creditors in Debtors' Chapter 11 cases. The
Committee has tapped Kramer Levin Naftalis & Frankel LLP as its
bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as
Delaware counsel, UBS Securities LLC as investment banker, and
Berkeley Research Group, LLC, as financial advisor. Ernst & Young
LLP provides audit and tax services to the Committee.
* * *
Hertz Global and its subsidiaries emerged from Chapter 11
bankruptcy at the end of June 2021. Hertz won approval of a Plan of
Reorganization that unimpaired all classes of creditors (who are
legally deemed to have accepted it) and was approved by more than
97% of voting shareholders. The Plan provided for the existing
shareholders to receive more than $1 billion of value.
Recovery by shareholders of close to $8 a share was made possible
after a fierce competition among bidders for control in the
company. Initial offers from potential bidders for Hertz in its
bankruptcy offered nothing for equity. Hertz in May 2021 selected
investment firms Knighthead Capital Management LLC and Certares
Management LLC, joined by other investors including Apollo Global
Management Inc. and a group of existing shareholders, as the
winning bidders for control of the bankrupt company. A rival group
that included Centerbridge Partners LP, Warburg Pincus LLC and
Dundon Capital Partners LLC was outbid at auction.
Hertz's Plan eliminated over $5 billion of debt, including all of
Hertz Europe's corporate debt, and will provide more than $2.2
billion of global liquidity to the reorganized Company. Hertz also
emerged with (i) a new $2.8 billion exit credit facility consisting
of at least $1.3 billion of term loans and a revolving loan
facility, and (ii) an $7 billion of asset-backed vehicle financing
facility, each on favorable terms.
HOMETOWN LENDERS: Seeks to Hire Heard Ary & Dauro as Legal Counsel
------------------------------------------------------------------
Hometown Lenders, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Alabama to employ Heard, Ary &
Dauro, LLC as legal counsel.
The firm's services include:
(a) advise the Debtor with respect to its powers and duties;
(b) take necessary action against various creditors, entities,
governmental agencies, etc., to enforce the stay and protect the
interests of the Debtor;
(c) prepare legal papers; and
(d) perform all other legal services for the Debtor which may
be necessary herein.
The firm's attorneys will be paid at these hourly rates:
Kevin Heard $425
Angela Ary $375
Mr. Heard disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Kevin D. Heard, Esq.
Heard, Ary & Dauro, LLC
303 Williams Avenue, Suite 921
Huntsville, AL 35801
Telephone (256) 535-0817
Email: kheard@heardlaw.com
About Hometown Lenders
Hometown Lenders, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-81038) on June
3, 2024, listing up to $50 million in both assets and liabilities.
Kevin D. Heard, Esq., at Heard, Ary & Dauro, LLC represents the
Debtor as legal counsel.
INCA ONE: Commences CCAA Proceedings Following Loan Default
-----------------------------------------------------------
Inca One Gold Corp. announced that on June 3, 2024, the Company
sought and obtained an order dated for creditor protection (the
"Initial Order") from the Supreme Court of British Columbia
pursuant to the Companies' Creditors Arrangement Act (the "CCAA").
The decision to commence CCAA proceedings was made after careful
consideration of the Company's financial position as a result of
OCIM Precious Metals' ("OCIM") decision to issue a default notice
related to a missed gold loan payment due pursuant to the Company's
gold prepayment facility.
On May 23, 2024, OCIM delivered a notice of intention to enforce
its security in both Canada and Peru.
The Initial Order includes, among other things: (i) a 10 day stay
of proceedings in favour of the Company; and (ii) the appointment
of FTI Consulting Canada Inc. as monitor (the "Monitor") of the
Company.
The board of directors of the Company will remain in place and
management will remain responsible for the day-to-day operations of
the Company, under the general oversight of the Monitor. The
Company's subsidiaries remain unaffected and the Company is
committed to take all steps necessary to protect and preserve the
value of its business and property.
Additional information regarding the CCAA proceeding can be found
on the Monitor's website at
http://cfcanada.fticonsulting.com/incaone.
About Inca One
Inca One Gold Corp (TSXV: INCA) (OTCQB: INCAF) (FSE: SU92) --
http://www.incaone.com/-- is an established gold producer
operating two permitted, gold mineral processing facilities in
Peru. The Company possesses a combined 450 TPD permitted operating
capacity at its two fully integrated plants, Chala One and Kori
One, generating over US$200 million in sales from its processing
operations. Inca One is led by an experienced and capable
management team that has established the Company as a trusted
leader in servicing permitted, Artisanal and Small-scale Gold
Miners (ASGM). Peru is one of the world's largest producers of
gold, and its ASGM sector is estimated by government officials to
be valued in the billions of dollars annually. Through the
Company's partnerships with the UN backed PlanetGold Program and
the Swiss Better Gold Initiative, Inca One supports the sustainable
development and mining practices of the ASGM sector and the
responsible gold supply chain from mine to market.
INFOVINE INC: Amends Commercial Capital Secured Claims Pay
----------------------------------------------------------
InfoVine, Inc. submitted a Third Amended Plan of Reorganization for
Small Business under Subchapter V dated May 21, 2024.
This Plan of Reorganization proposes to pay Debtor's creditors from
the cash flow generated in the ordinary course of the Debtor's
business after confirmation.
Class 15A consists of the allowed claim of Commercial Capital
Company. The claim is secured by a Ricoh Digital Press Pro C9110,
lease number 0221622. The claim was filed in the amount of
$193,808.75. InfoVine will surrender the collateral within 30 days
after the Effective Date. The creditor shall be responsible for the
removal of the collateral. If the collateral is not removed within
60 days of the Effective Date, the Debtor may dispose of the
collateral with no liability for the disposition to the creditor.
The creditor must file a deficiency claim within 45 days after
confirmation. Any allowed deficiency claim shall be treated as an
unsecured claim in Class 23.
Class 23 consists of all other non-priority unsecured claims. The
Debtor believes the aggregate amount of claims in this Class is
approximately $2.6 million. InfoVine will pay the projected
disposable income for 60 months following the Effective Date to
creditors in this class with allowed claims. InfoVine may pay such
amounts calendar quarterly starting with the first full calendar
quarter after the Effective Date.
Payments will be made on the last day of the calendar quarter after
the Effective Date (March 31, June 30, September 30, and December
31). If the plan is confirmed in April of 2023, the first payment
will be on June 30, 2023. The calendar quarterly payments will not
include the month of the payment. The first payment on June 30,
2023, will be for the period from the Effective Date (partial month
will be prorated) until May 31, 2023. The next payment on September
30, 2023, will be for the period of June 1, 2023, to August 31,
2023, and thereafter on the same schedule.
In month 60, InfoVine will make a final distribution to the class
23 creditors of $45,000 or whatever amount remains in the reserve
fund at such time.
Default - Provisions Applicable to All Classes
Default of Plan Payments. Debtor is to deliver good and available
funds to the Trustee by the 1st day of the month in which the plan
payment is due ("Timely Payments"). If payment is not received in
the full amount or returned for any reason, then the Debtor has
failed to make Timely Payments. If the Debtor fails to make Timely
Payments, the Trustee must give the Debtor and Debtor's counsel
written notice by filing a notice of default on the docket. If the
Debtor fails to comply within 14 days of the date that notice of
default was filed, it is a Final Default under the Plan. Trustee is
only required to send two notices of default. If there is a third
failure to comply with making Timely Payments, it is a Final
Default.
If there is a Final Default, the Trustee must file a Notice of
Final Default and request a hearing to determine if the Case should
be dismissed or converted. The Debtor may challenge any Notice of
Final Default by filing a motion to set aside the Notice of Final
Default. The motion must be filed within 14 days of the filing of
the Notice of Final Default.
A full-text copy of the Third Amended Plan dated May 21, 2024 is
available at https://urlcurt.com/u?l=ksHN2U from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Reese W. Baker, Esq.
Baker & Associates
950 Echo Lane, Ste. 300
Houston, TX 770024
Telephone: (713) 869-9200
Facsimile: (713) 869-9100
Email: courtdocs@bakerassociates.net
About InfoVine
Founded in 1999, InfoVine provides direct mail operations for both
for-profit and non-profit organizations.
InfoVine filed a petition for relief under Subchapter V of Chapter
11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-33393) on
Nov. 15, 2022. In the petition filed by Lorena Igesias, as
president and CEO, the Debtor reported assets and liabilities
between $1 million and $10 million.
Judge Jeffrey P. Norman oversees the case.
Brendon D Singh has been appointed as Subchapter V trustee.
The Debtor is represented by Reese W Baker, Esq., at Baker &
Associates.
INTELGENX TECHNOLOGIES: Court Approves Implementation of SISP
-------------------------------------------------------------
As previously announced on May 17, 2024, IntelGenx Technologies
Corp. (the "Company" or "IntelGenx"), a leading drug delivery
company focused on the development and manufacturing of
pharmaceutical films, was granted protection pursuant to an initial
order (as amended, the "Initial Order") issued under the Companies'
Creditors Arrangement Act ("CCAA") by the Québec Superior Court
(Commercial Division) (the "Court"). The Initial Order appointed
Ernst & Young Inc. as monitor (the "Monitor") and authorized
interim debtor-in-possession financing (DIP) financing provided by
atai Life Sciences AG in order to allow the Company to continue its
operations during the restructuring process and implement the
necessary restructuring measures.
On May 27, 2024, IntelGenx obtained an order from the Court (the
"SISP Approval Order") approving the implementation of a sale and
investment solicitation process intended to generate interest in
either the business or the assets of IntelGenx, or in a
recapitalization of IntelGenx, with the goal of implementing one or
more transaction(s) (the "SISP"). The SISP Approval Order provides
that the SISP will be conducted by the Monitor.
As part of the SISP Approval Order, the Court also approved the
agreement of purchase and sale between IntelGenx, as vendor, and
atai Life Sciences AG, as purchaser, solely for the purpose of
constituting the "stalking horse" bid under the SISP (the "Stalking
Horse Bid"). The Stalking Horse Bid establishes a baseline price
and deal structure for the solicitation of superior bids from
qualified interested parties and provides certainty that a
going-concern solution for the business of IntelGenx has already
been identified.
All qualified interested parties will be provided with an
opportunity to participate in the SISP. The SISP is intended to
solicit interest in and opportunities for a broad range of
executable transaction alternatives involving the business and
assets of IntelGenx, through one or more sales or partial sales of
all, substantially all, or certain portions of the business and
assets, and/or an investment in, restructuring, recapitalization,
refinancing or other form of reorganization of IntelGenx or its
business.
The SISP will be conducted as a two-phase process with the Phase 1
Non-Binding LOI Submission Deadline set for 5:00 p.m. (Montréal
Time) on July 15, 2024.
Copies of the order approving the SISP and the SISP procedures may
be obtained from the Monitor's website: www.ey.com/ca/intelgenx.
Further news releases will be provided on an ongoing basis
throughout the CCAA proceedings as required by law or otherwise as
may be determined necessary by the Company or the Court. Documents
relating to the restructuring process such as the Initial Order,
the Monitor's reports to the Court as well as other Court orders
and documents shall also be published and made accessible on the
Monitor's website: www.ey.com/ca/intelgenx.
About IntelGenx
IntelGenx (OCTQB: IGXT; TSX: IGX) -- https://www.intelgenx.com/ --
is a drug delivery company focused on the development and
manufacturing of pharmaceutical films. IntelGenx's superior film
technologies, including VersaFilm(R), DisinteQ(TM) , VetaFilm(R)
and transdermal VevaDerm(TM) , allow for next generation
pharmaceutical products that address unmet medical needs.
IntelGenx's innovative product pipeline offers significant benefits
to patients and physicians for many therapeutic conditions.
IntelGenx's highly skilled team provides comprehensive
pharmaceutical services to pharmaceutical partners, including R&D,
analytical method development, clinical monitoring, IP and
regulatory services. IntelGenx's state-of-the-art manufacturing
facility offers full service by providing lab-scale to pilot- and
commercial-scale production.
IQOR HOLDINGS: S&P Places 'CCC' ICR on CreditWatch Positive
-----------------------------------------------------------
S&P Global Ratings placed all of its ratings on business process
outsourcing (BPO) solutions provider iQor Holdings Inc., including
the 'CCC' issuer credit rating, on CreditWatch with positive
implications.
S&P said, "The CreditWatch placement reflects the high likelihood
that we will raise our ratings on iQor when either we receive more
details about the transaction, including how it addresses upcoming
maturities, or after completion.
"The CreditWatch placement follows iQor's announcement that it has
signed a definitive agreement to be acquired by Mill Point. We
anticipate the transaction will include addressing the upcoming
maturities that iQor faces on outstanding debt in its capital
structure. This includes its asset-based lending facility due Aug.
21, 2024 (springing maturity provision), with $34 million drawn as
of March 31, 2024; first-out term loan due Nov. 19, 2024, with
$91.9 million outstanding; and second-out term loan due Nov. 19,
2025, with $277.7 million outstanding."
Such a scenario would ease the likelihood of a payment default or
distressed debt transaction stemming from iQor's inability to
otherwise meet its debt obligations.
The CreditWatch placement reflects the high likelihood that S&P
will raise its ratings on iQor when either S&P receives more
details about the transaction, including how it addresses upcoming
maturities, or after completion.
iQor provides customer support and outsourcing to customers in
industries such as media and wireless, digital infrastructure,
telecommunications, and transportation and logistics. iQor has a
total employee base of roughly 39,000, with most call center
employees in the Philippines. The company was founded in 1957 and
is based in Fort Lauderdale, Fla.
IQSTEL INC: Reports $580,216 Net Loss in Q1 2024
------------------------------------------------
iQSTEL Inc. filed with the U.S. Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting a net loss of $580,216
on $51,414,878 of revenue for the three months ended March 31,
2024, compared to a net loss of $158,822 on $24,666,529 of revenue
for the three months ended March 31, 2023.
As of March 31, 2024, the Company had $22,118,770 in total assets,
$13,744,612 in total liabilities, and $8,374,158 in total
stockholders' equity.
The Company has suffered recurring losses from operations and does
not have an established source of revenues sufficient to cover its
operating costs. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
The ability of the Company to continue as a going concern is
dependent upon its ability to successfully accomplish its business
plan and eventually attain profitable operations.
During the next year, the Company's foreseeable cash requirements
will relate to continual development of the operations of its
business, maintaining its good standing in the industry and
continuing its marketing efforts. The Company may experience a cash
shortfall and be required to raise additional capital.
Historically, the Company has relied upon funds from its
stockholders. Management may raise additional capital through
future public or private offerings of the Company's stock or
through loans from private investors, although there can be no
assurance that it will be able to obtain such financing. The
Company's failure to do so could have a material and adverse effect
upon its operations and its stockholders.
A full-text copy of the Company's Form 10-Q is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1527702/000166357724000133/iqst10q_033134.htm
About iQSTEL Inc.
Coral Gables, Fla.-based iQSTEL Inc. (OTCQX: IQST) is a technology
company with presence in 19 countries and 70 employees that is
offering leading-edge services through its business divisions.
As of December 31, 2023, the Company had $22,155,653 in total
assets, $14,109,781 in total liabilities, and $8,045,872 in total
stockholders' equity.
Pittsburgh, Pa.-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.
IXS HOLDINGS: S&P Upgrades ICR to 'B-' on Improved Performance
--------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on IXS Holdings
Inc. to 'B-' from 'CCC+'. The outlook is stable.
S&P said, "At the same time, we raised our senior secured
issue-level rating to 'B-' from 'CCC+'. Our '3' recovery rating on
the company's first-lien term loan is unchanged, indicating our
expectation for meaningful (50%-70%; rounded estimate: 50%)
recovery in the event of a default.
"The stable outlook reflects our view that IXS will sustain
improved operating performance and margins over the next 12 months
to generate positive free cash flow and maintain adequate
liquidity.
"IXS's top-line revenues and margins have recovered, and we now
expect improved credit metrics and positive cash flow. Revenues in
the first half of its fiscal year increased 24% due to growth of
its manufacturer sales channel. Somewhat weaker volumes in the
aftermarket coating segment partially offset this as the company
scales up its vertically integrated chemical mixing to improve its
supply of key commodity inputs (polyurea).
"Still, new pickup truck sales remain strong, and customers are now
operating more consistent production schedules as supply chains
have recovered. Less customer production volatility, improved
productivity at IXS's manufacturing sites, and easing raw material
and freight prices have increased margins. We now forecast revenue
growth of more than 10% in fiscal 2024 and EBITDA margins of about
16%, up from 13% in 2023 and 8% in 2022. The company's leverage on
a trailing-12-months basis now approximates 6.2x, a meaningful
improvement from the fiscal 2022 peak at above 14x. We expect
better profitability to support leverage of about 6x over the next
two years.
"In the past couple years, IXS made sizable capital investments in
certain plants to improve its on-site mixing capabilities. These
investments are now operational, contributing to cost savings and
better control of its chemical supply. We project IXS will have
modest but positive cash flow driven by its improved cost structure
and more normalized capital spending.
"While our base case reflects an improvement from the past couple
of years, profits could still be volatile and we don't expect a
recovery to pre-pandemic EBITDA margins exceeding 20%. Our margin
forecast is somewhat more conservative to reflect the risk inherent
to a small manufacturer supplier such as IXS. While not our base
case, we think that a fall in consumer demand for pickup trucks, a
resumption of supply disruptions, or higher chemical prices could
once again strain profitability and cash flow. The company has had
difficulties passing through inflationary costs to its large and
concentrated customers and this could recur.
"We now view IXS's liquidity position as adequate, with sufficient
sources to service debt payments, working capital, and capital
expenditure. The company improved its liquidity position
substantially over the past couple of quarters to about $67 million
as of the end of March. While IXS still somewhat relies on its
asset-based lending (ABL) revolver to fund intra-year working
capital swings, we expect sufficient availability in our base case.
Further, the company's covenant-light capital structure benefits
from no near-term debt maturities until the ABL revolver expires in
December 2026 (subject to a 91-day springing maturity relative to
the first-lien term loan) followed by its first-lien term loan in
March 2027, implying a weighted-average maturity of 2.7 years.
"The stable outlook reflects our view that IXS will sustain
improved operating performance and margins over the next 12 months
to generate positive free cash flow and maintain adequate
liquidity."
S&P could lower its rating on IXS if free operating cash flow
(FOCF) is persistently negative and strains its sources of
liquidity. This could occur if:
-- EBITDA declines due to production volatility with key
customers; or
-- The company cannot pass through significant increases in
commodity chemical input costs.
S&P could raise its rating on IXS if:
-- Debt to EBITDA can be managed at less than 5x;
-- FOCF to debt approaches 5%; and
-- The company maintains sufficient availability under its ABL
revolver.
This could occur if volumes in its core sales channels ramp up
faster than forecast, leading to greater sustained margin
improvement.
KIDKRAFT INC: Seeks to Tap SierraConstellation as Financial Advisor
-------------------------------------------------------------------
KidKraft Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
SierraConstellation Partners, LLC as financial advisor.
The firm will provide these services:
(a) obtain, review and summarize financial information
necessary for the Chapter 11 bankruptcy filing;
(b) assist the Debtors in preparing and filing court-mandated
reporting;
(c) assist the Debtors with their communications, diligence
requests and/or negotiations with outside parties;
(d) assist with the sale of assets and the liquidation of the
Debtors;
(e) work with the Debtors, their counsel and investment bankers
to implement restructuring strategy; and
(f) perform such other services as requested or directed by the
Debtors consistent with the foregoing.
The firm's hourly rates are as follows:
Partners $750 - $1,200
Managing Director $660 - $750
Senior Directors $570 - $660
Directors $455 - $570
Senior Associates $360
Analysts $250
The firm will also seek reimbursement for expenses incurred.
In the 90 days prior to the petition date, the firm received a
total retainer of $478,276.60 from KidKraft.
Carl Moore, a member at SierraConstellation Partners, 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:
Carl Moore
SierraConstellation Partners LLC
355 S. Grand Avenue Suite 1450
Los Angekes, CA 90071
Telephone: (213) 289-9060
Facsimile: (213) 402-3548
Email: info@sierraconstellation.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. and its affiliates filed voluntary petitions 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 oversees the cases.
The Debtors tapped Matthew David Struble, Esq., at Vinson & Elkins
as counsel and SierraConstellation Partners, LLC as financial
advisor.
KOLOGIK LLC: Court OKs Cash Collateral Access on Final Basis
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Louisiana
authorized Kologik, LLC and affiliates to use cash collateral, on a
final basis, in accordance with the budget, with a 10% variance.
The Debtors have an immediate need to continue to use the cash
collateral to preserve their estates, including for the orderly
continuation of the operation of their businesses, and to preserve
and maintain the going concern value of the Debtors.
As adequate protection, the Prepetition Secured Party will have:
a. Replacement Liens on proceeds from the Proposed Sale in the same
relative amounts and priority as the Pre-Petition Liens;
b. Replacement Liens upon all like-collateral (i.e., accounts,
inventory, etc.) generated post-Petition Date in the same relative
amounts and priority as the Pre-Petition Liens;
c. An allowed super-priority administrative expense claim pursuant
to 11 U.S.C. section 503(b) in an amount equal to, but not
exceeding, the amount of diminution in collateral value below any
allowed secured claim which the Prepetition Secured Party holds as
of the Petition date, caused by the Debtors' use of cash
collateral; and
d. Additional benefits from the closing of the Proposed Sale as
detailed in the Motion, provided that, the liens and claims granted
will be subordinate to the Carve-Out.
The Debtors are authorized to use the proceeds of the Sale to pay
in full obligations owed to the Senior Secured Parties as follows,
subject to an increase of up to $5,150 in relation to the MRB
Notes.
Additionally, the Debtors are authorized to use the proceeds of the
Sale to pay the reasonable attorneys' fees due with respect to the
Senior Secured Notes, including counsel for Riva's reasonable
attorney's fees through May 31, 2024, of $94,679. The Debtors are
authorized to pay the reasonable attorney's fees related to the MRB
Notes (and reasonable amounts due to counsel for Riva for time
after May 31, 2024, and closing of the Proposed Sale) without
further order of the court. After the Senior Secured Parties
receive the payments, they will no longer be deemed Prepetition
Secured Parties for purposes of the order and the rights provided
to Prepetition Secured Parties thereunder.
A copy of the order is available at https://urlcurt.com/u?l=t8Ool5
from PacerMonitor.com.
About Kologik, LLC
Kologik creates software that connects small and medium-sized law
enforcement departments to the information they need to keep
officers and communities safe.
Kologik, LLC filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. M.D. La. Case No. 24-10311) on
April 23, 2024, listing up to $50,000 in assets and $1 million to
$10 million in liabilities. The petition was signed by Paul San
Soucie as chief executive officer.
Judge Michael A. Crawford presides over the case.
Louis M. Phillips, Esq. at KELLEY HART & PITRE represents the
Debtor as counsel.
KP2 LLC: Property Sale Proceeds to Fund Plan Payments
-----------------------------------------------------
KP2, LLC filed with the U.S. Bankruptcy Court for the Middle
District of Tennessee a Plan of Reorganization dated May 20, 2024.
The company was established for the purpose of acquiring,
renovating, and re-marketing single family homes in the Nashville,
Tennessee area. At the petition date, the Debtor owned one such
property located at 821 Dewees Avenue, Nashville, Tennessee (the
"Property").
The Debtor's business is conducted from an office located at 903
Coffee Street, Nashville, Tennessee and consists solely of managing
and marketing the Property. The Debtor has no regular monthly
income. All monthly expenses are being funded as equity
contributions by the Debtor's two owners, Mr. Elliot Parry and Mr.
James Plappert, both of Nashville, Tennessee.
A foreclosure sale set for March 7, 2024 prompted the filing of the
voluntary petition on March 6, 2024.
The sale of the Property represents the source of funds necessary
to satisfy the claims of creditors under this Plan. The Debtor
shall continue with its post-petition efforts to market and sell
the Property for a period of time not to exceed 6 months following
the Effective Date (the "Marketing Period").
If, at the conclusion of the Marketing Period, the Debtor has a
bona fide offer for the purchase and sale of the Property, the
Debtor shall be entitled to extend the Marketing Period for 60 days
in order to consummate the sale of the Property. In the event that
the Debtor is unable to obtain an offer for the sale of the
Property prior to the expiration of the Marketing Period, the
Debtor shall immediately upon the expiration of the Marketing
Period, retain a reputable auction company (in consultation with
lienholders), subject to notice to creditors and Court approval.
The Plan provides for the payment of secured, administrative, and
priority claims in accordance with the Bankruptcy Code. Unsecured
creditors holding allowed claims are not likely to receive any
distribution.
Members of Class 3 consisting of any claims in Classes 1 to 2 with
an unsecured deficiency and all general unsecured allowed claims
shall be from any net sale proceeds remaining from the sale of the
Property. The Debtor reserves the right to object to any Claim in
this Class.
The members of Class 4 consist of the interests of the Debtor's two
owners, Mr. Elliot Parry and Mr. James Plappert. Upon payment in
full to all creditors as proposed herein, Messrs. Parry and
Plappert shall retain their ownership interest in the Debtor.
The Debtor will continue with its post-petition efforts to market
and sell the Property for a period of time not to exceed 6 months
following the Effective Date (the "Marketing Period").
The Debtor shall have sufficient funds available upon the
Confirmation Date to make the payments required hereby.
A full-text copy of the Plan of Reorganization dated May 20, 2024
is available at https://urlcurt.com/u?l=kmdTot from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Joseph P. Rusnak, Esq.
Tune, Entrekin & White, P.C.
Capitol View, Suite 600
500 11th Avenue North
Nashville, TN 37203
Tel: (615) 244-2770
Fax: (615) 244-2778
Email: Jrusnak@tewlawfirm.com
About KP2, LLC
KP2, LLC owns a single-family home located at 821 Dewees Avenue,
Nashville, Tenn., valued at $1.7 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-00760) on March 6,
2024, with $1,700,000 in assets and $2,189,367 in liabilities.
Elliot J. Parry, partner, signed the petition.
Joseph P. Rusnak, Esq,. at Tune, Entrekin & White, P.C., is the
Debtor's legal counsel.
LAVIE CARE: Seeks Cash Collateral Access, 20MM DIP Loan From OHI
----------------------------------------------------------------
LaVie Care Centers, LLC asks the U.S. Bankruptcy Court for the
Northern District of Georgia, Atlanta Division, for authority to
use cash collateral and obtain postpetition financing.
The Debtors seek to obtain postpetition financing on a secured
superpriority basis, consisting of a new money term loan facility
in an aggregate principal amount of up to $20 million from OHI DIP
Lender, LLC and TIX 33433 LLC. OHI DIP is the DIP administrative
agent and TIX is the DIP Collateral Agent.
the Debtors are entering chapter 11 with the necessary support of
its landlord Omega, with agreement to co-fund critical DIP
financing and a clear path to an effective reorganization or sale
process that ultimately protects the interests of their residents.
And the necessary support of Omega is also strengthened with
additional support from the Debtors' PrePetition ABL Lender, as
well as TIX 33433 LLC3, that—alongside Omega—is co-sponsoring
critical junior debtor-in-possession financing to ensure a smooth
landing in chapter 11.
If approved, the proposed DIP Facility will provide the Debtors
with access to much needed liquidity that will enable the Debtors
to, among other things, honor employee wages and benefits, procure
goods and services, fund general and corporate operating needs and
the administration of these Chapter 11 Cases, and, most
importantly, continue to provide quality care at the Debtors'
facilities, in each case in accordance with the DIP Budget.
All DIP Facility Obligations will be due and payable in full in
cash unless otherwise agreed to in writing (email being sufficient)
by each DIP Lender and the Prepetition ABL Agent on the earliest
of:
(i) the date that is 150 calendar days after the Petition
Date (or such later date as agreed to by each DIP Lender),
(ii) if the Final Order has not been entered, 35 calendar days
after the Petition Date (or such later date as agreed to by each
DIP Lender),
(iii) the acceleration of the DIP Loans and the termination of
the DIP Commitments upon the occurrence of an event referred to
below under "Termination",
(iv) the effective date of any chapter 11 plan of
reorganization or liquidation of the Borrower or any other Loan
Parties,
(v) the date the Court converts any of the Chapter 11 Cases to
a case under chapter 7 of the Bankruptcy Code,
(vi) the date the Court dismisses any of the Chapter 11 Cases,
(vii) the closing of any sale of assets under section 363 of the
U.S. Bankruptcy Code, which when taken together with all other
sales of assets since the Closing Date, constitutes a sale of all
or substantially all of the assets of the Loan Parties, and
(iv) the date an order is entered in any Bankruptcy Case
appointing a chapter 11 trustee or examiner with enlarged powers.
The events that constitute an "Event of Default" includes:
1. failure to make payments including adequate protection payments
when due;
2. noncompliance with covenants (subject to customary cure periods
as may be agreed with respect to certain covenants);
3. breaches of representations and warranties in any material
respect, in either case, under the DIP Loan Documents;
4. invalidity of any material provision of the DIP Loan Documents;
and
5. change in ownership or control.
The Debtors are required to comply with these milestones:
1. No later than three calendar days after the Petition Date, the
Court must have entered the Interim Order.
2. No later than 10 calendar days after the Petition Date, the
Debtors must have filed a motion for approval of procedures for the
marketing and sale of some or all of the Debtors' business
enterprise under 11 U.S.C. section 363 or as sponsor of the Plan,
which motions and proposed bidding procedures must be in form and
substance reasonably acceptable to the DIP Lenders.
3. No later than 14 calendar days after entry of the Interim Order,
all documentation relating to the DIP Facility, including the DIP
Loan Agreement, must be in form and substance satisfactory to each
DIP Lender and must have been duly executed and delivered by all
parties thereto.
4. No later than 35 calendar days after the Petition Date, the
court must have entered an order granting the Bidding Procedures
Motion, which order must be in form and substance reasonably
acceptable to the DIP Lenders.
5. No later than 35 calendar days after the Petition Date, the
Court must have entered the Final Order.
6. No later than 45 calendar days following the Petition Date, the
Debtors must have filed with the Court a Plan and a related
disclosure statement, in each case, in form and substance
reasonably acceptable to the DIP Lenders.
7. The deadline for submitting final qualified bids under the
Bidding Procedures Order must be no later than 95 calendar days
after the Petition Date.
8. Any auction to select a winning bidder under the Bidding
Procedures must be conducted no later than 100 days following the
Petition Date.
9. No later than 110 calendar days after the Petition Date, the
Court must have entered an order approving the Transaction either
by (a) approving the sale of some or all of the Debtors' assets
under 11 U.S.C. section 363; or (b) confirming the Plan, which
order will be in form and substance reasonably acceptable to the
DIP Lenders.
The Debtors have outstanding obligations under the Second Amended
and Restated Credit and Security Agreement, dated March 25, 2022,
with MidCap Funding IV Trust and the other financial institutions
party thereto from time to time as lenders, MidCap Funding IV
Trust, as agent for the Prepetition ABL Lenders, pursuant to which
the Prepetition ABL Lenders provided a first lien assetbased
lending credit facility to the Prepetition ABL Borrowers.
As of the Petition Date, the Debtors were indebted to the
Prepetition ABL Agent and Prepetition ABL Lenders in the aggregate
amount of not less than $33.1 million on account of the Prepetition
ABL Loans outstanding under the Prepetition ABL Documents.
The Debtors have obligations under the Credit and Security
Agreement, dated as of March 25, 2022 with OHI Mezz Lender, LLC and
the other financial institutions party thereto from time to time as
lenders, and OHI Mezz Lender, LLC, as agent for the Prepetition
Omega Term Loan Lenders.
As of the Petition Date, the Debtors were indebted to the
Prepetition Omega Term Loan Agent and the Prepetition Omega Term
Loan Lenders in the aggregate amount of not less than $27 million.
The Debtors propose to provide the Prepetition Secured Parties with
a variety of adequate protection to protect against the
postpetition diminution in value of the cash collateral resulting
from the use, sale, or lease of the cash collateral by the Debtors
and the imposition of the automatic stay. The adequate protection
package includes (a) the ABL Adequate Protection Liens, Omega Term
Loan Adequate Protection Liens, and the Omega Master Lease Adequate
Protection Liens, (b) the ABL Adequate Protection Superpriority
Claims, the Omega Term Loan Adequate Protection Superpriority
Claims, and the Omega Mater Lease Adequate Protection Superpriority
Claims and (c) the ABL Adequate Protection Payments.
A copy of the motion is available at https://urlcurt.com/u?l=dFCMEZ
from PacerMonitor.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
pagehttp://www.kccllc.com/LaVie
LE PETIT PETOU: Jolene Wee Named Subchapter V Trustee
-----------------------------------------------------
The U.S. Trustee for Region 2 appointed Jolene Wee of JW Infinity
Consulting, LLC as Subchapter V trustee for Le Petit Petou, LLC.
Ms. Wee will be compensated at $615 per hour for work performed in
2024. In addition, the Subchapter V trustee will receive
reimbursement for work-related expenses incurred.
Ms. Wee declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jolene E. Wee
JW Infinity Consulting, LLC
447 Broadway 2nd Fl #502
New York, NY 10013
Telephone: (929) 502-7715
Facsimile: (646) 810-3989
Email: jwee@jw-infinity.com
About Le Petit Petou
Le Petit Petou, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.Y. Case No. 24-42136) on May 22,
2024, with up to $50,000 in assets and up to $500,000 in
liabilities.
Judge Elizabeth S. Stong presides over the case.
Robert Nadel, Esq., represents the Debtor as legal counsel.
LIVINGSTON TOWNSHIP: Plan Exclusivity Period Extended to June 20
----------------------------------------------------------------
Judge Jamie A. Wilson of the U.S. Bankruptcy Court for the Southern
District of Mississippi extended Livingston Township Fund One,
LLC's exclusive period to file a plan of reorganization to June 20,
2024.
As shared by Troubled Company Reporter, the Court previously
entered an agreed order approving the sale of 1030 Market Street,
Flora, Mississippi, the two-story building located at 1150 Old
Cedars Lane, Building J, Flora, Mississippi and the Debtor's
remaining real estate, Free and Clear of Liens. The purchase price
for the property was $2,700,000.00 which was expected to net BOM up
to $2,400,000.00. This sale was expected to satisfy all secured
claims of the estate.
The Debtor was notified, May 3, that the buyer no longer intends to
proceed with the purchase and the sale has been cancelled.
The Debtor explained that the cancellation of this sale
significantly impacts how this case will proceed. Debtor needs
additional time to determine what plan of action is in the best
interests of the estate and revise the Plan accordingly.
Livingston Township Fund One, LLC is represented by:
Thomas Carl Rollins, Jr., Esq.
The Rollins Law Firm, PLLC
P.O. Box 13767
Jackson, MS 39236
Telephone: (601) 500-5533
Email: tc@therollinsfirm.com
About Livingston Township Fund One
Livingston Township Fund One, LLC filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Miss. Case No.
23-02573) on Nov. 6, 2023, with $1 million to $10 million in both
assets and liabilities. Craig Geno, Esq., at the Law Offices of
Craig M. Geno, PLLC serves as Subchapter V trustee.
Judge Jamie A. Wilson oversees the case.
The Debtor tapped The Rollins Law Firm, PLLC, Steven H. Smith, PLLC
and Eileen N. Shaffer, Esq., a practicing attorney in Jackson,
Miss., as bankruptcy counsels; and Jernigan Copeland Attorneys,
PLLC as special counsel. Phillips & Company is the Debtor's
accountant.
LOYALTY VENTURES: AWF Virtually Writes Off $1.5 Million Loan
------------------------------------------------------------
AllianceBernstein Global High Income Fund (AWF) has marked its
$1,518,000 loan extended to Loyalty Ventures, Inc to market at
$13,286 or 1% of the outstanding amount, as of March 31, 2024,
according to a disclosure contained in AWFs Form N-CSR for the
fiscal year ended March 31, 2024, filed with the Securities and
Exchange Commission May 31, 2024.
AWF is a participant in a Bank Loan to Loyalty Ventures, Inc. The
loan accrues interest at a rate of 11.25% (PRIME 3 Month + 5.50%)
per annum. The loan matures on November 3, 2027.
AWF is incorporated under the laws of the State of Maryland and is
registered under the Investment Company Act of 1940, as amended, as
a diversified, closed-end management investment company.
AWF is led by Onur Erzan, President; and Stephen M. Woetzel,
Treasurer & Chief Financial Officer.
The fund can be reach through:
Stephen M. Woetzel
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, New York 10105
Telephone: (800) 221-5672
Loyalty Ventures Inc. provides tech-enabled, data-driven consumer
loyalty solutions.
MAXEON SOLAR: 'Going Concern' Warning Issued
--------------------------------------------
Josh Saul of Bloomberg News reports that Maxeon Solar Technologies
Ltd. issued a "going concern" warning and said it will receive
almost $200 million in investments from its top shareholder.
Maxeon's troubles come as segments of the US solar industry have
struggled amid high interest rates, overseas competition and
changed California residential incentives that have hobbled
installations.
The Singapore-based solar company's stock dropped as much as 53% in
New York, the most since 2020, as the investment from TCL Zhonghuan
Renewable Energy Technology Co. will result in substantial dilution
of shares.
About Maxeon Solar Technologies Ltd.
Maxeon Solar Technologies Ltd. -- https://maxeon.com/ -- is a
global leader in solar innovation. It manufactures renewable energy
equipment.
MAYJAD CORP: Seeks Cash Collateral Access
-----------------------------------------
Mayjad Corporation asks the U.S. Bankruptcy Court for the Northern
District of Illinois, Eastern Division, for authority to use cash
collateral and provide adequate protection.
The Debtor requires the use of cash collateral to pay payroll,
insurance, utilities, taxes, rent, supplies, inventory, and other
miscellaneous items needed in the ordinary course of business.
The Debtor's operational and profitability problems are principally
due to the general economic problems facing this country over the
last several years. Despite these issues, the Debtor generates
substantial income at the business that will serve as the basis for
the formulation and implementation of an exit strategy from the
Chapter 11 case.
The Debtor attempted to work out a resolution with the Illinois
Department of Revenue and several other creditors, however those
discussions were not successful.
The Illinois Department of Revenue asserts a lien and claim against
the business property in an amount of approximately $50,000.
The Debtor proposes to use cash collateral and provide adequate
protection to Illinois Department of Revenue and any secured
creditors upon the following terms and conditions:
a. The Debtor will permit the Illinois Department of Revenue and
any secured creditors to inspect, upon reasonable notice, within
reasonable hours, the Debtor's books and records;
b. The Debtor will maintain and pay premiums for insurance to cover
all of its assets from fire, theft and water damage;
c. The Debtor will maintain sufficient cash reserves for the
payment of payroll and sales taxes when such taxes become due and
payable;
d. The Debtor will, upon reasonable request, make available to the
Illinois Department of Revenue and any secured creditors evidence
of that which purportedly constitutes their collateral or
proceeds;
e. The Debtor will properly maintain the business in good repair;
and
f. The Illinois Department of Revenue and any secured creditors
will be granted valid, perfected, enforceable security interests in
and to the Debtor's post-petition assets, including all proceeds
and products which are now or hereafter become property of this
estate to the extent and priority of their alleged prepetition
liens, if valid, but only to the extent of any diminution in the
value of such assets during the period from the commencement of the
Debtor's Chapter 11 case through the next hearing on the use of
cash collateral.
A hearing on the matter is set for June 12 at 1 p.m.
A copy of the motion is available at https://urlcurt.com/u?l=d0xVLU
from PacerMonitor.com.
About Mayjad Corporation
Mayjad Corporation sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-07611) on May 22,
2024. In the petition signed by Esperanza Castro, president, the
Debtor disclosed up to $100,000 in assets and up to $500,000 in
liabilities.
Judge Deborah L. Thorne oversees the case.
Ted A. Smith, Esq. represents the Debtor as legal counsel.
MAYJAD CORP: Seeks to Tap Smith Ortiz as Bankruptcy Counsel
-----------------------------------------------------------
Mayjad Corporation seeks approval from the U.S. Bankruptcy Court
for the Northern District of Illinois to employ Smith Ortiz PC as
legal counsel.
The firm's services include:
(a) represent the Debtor in matters concerning negotiation
with creditors;
(b) prepare a plan and disclosure statements, examine and
resolve claims filed against the estate;
(c) prepare and prosecute adversary matters; and
(d) represent the Debtor in matters before the court.
Ted Smith, Esq., the primary attorney in this representation, will
be paid in his hourly rate of $350.
The Debtor paid the firm a retainer in the total amount of $8,500.
Mr. Smith 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:
Ted A. Smith, Esq.
Smith Ortiz P.C.
4309 W. Fullerton Avenue
Chicago, IL 60639
Telephone: (773) 384-7400
Email: ted.smith@smithortiz.com
About Mayjad Corporation
Mayjad Corporation sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-07611) on May 22,
2024, listing under $1 million in both assets and liabilities.
Judge Deborah L. Thorne oversees the case.
Ted A. Smith, Esq., at Smith Ortiz P.C. represents the Debtor as
legal counsel.
MAYJAD CORPORATION: Robert Handler Named Subchapter V Trustee
-------------------------------------------------------------
The U.S. Trustee for Region 11 appointed Robert Handler of
Commercial Recovery Associates, LLC as Subchapter V trustee for
Mayjad Corporation.
Mr. Handler will be paid an hourly fee of $450 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Handler declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Robert P. Handler
Commercial Recovery Associates, LLC
205 West Wacker Drive, Suite 918
Chicago, IL 60606
Tel: (312) 845-5001 x221
Email: rhandler@com-rec.com
About Mayjad Corporation
Mayjad Corporation sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-07611) on May 22,
2024, with $50,001 to $100,000 in assets and $100,001 to $500,000
in liabilities.
Judge Deborah L. Thorne presides over the case.
Ted Smith, Esq., at Smith Ortiz PC represents the Debtor as legal
counsel.
MEGA SUNSET: Seeks Cash Collateral Access
-----------------------------------------
Mega Sunset, LLC asks the U.S. Bankruptcy Court for the Central
District of California, Los Angeles Division, for authority to use
cash collateral and provide adequate protection.
The Debtor requires an order from the court authorizing the use of
cash collateral generated by the Debtor's real property, in which
KBM Acquisitions, Inc. and Yair lien Moshe hold or may claim a
security interest for Debtor's ordinary and necessary operating
expenses and administration of its chapter 11 bankruptcy estate,
with a monthly 10% variance for any line item, pending issuance of
a further order of the Court or a confirmed plan of
reorganization.
As set forth in the Projected Cash Flow Budget, the Debtor's
monthly operating expenses, accrual for property taxes and United
Trustee fees, are projected to total less than $2,000.00 per month.
In addition, Debtor seeks authorization to utilize cash collateral
to fund the post petition retainer for Debtor's proposed general
insolvency counsel with the rents exceeding funds necessary to say
operating expenses, property tax accrual and the United States
Trustee fees.
MBM Acquisitions claims a first priority deed of trust iien against
the Sunset Portion of the Sunset/Laveta Development Site having
obtained an assignment of the interest of Union Home Loan, Inc. in
the deed of trust made by Mega Sunset dated May 28, 2021, and
recorded on June 10, 2021 as Instrument No. 20210921949. MBM
Acquisitions claims it is owed $2.7 million as of May 14, 2024,
under the promissory note underlying this deed of trust.
YBM claims a second priority deed or trust lien against the Sunset
Portion of the SunseL/Lavcta Development Site pursjanl bo a deed of
trust made on August 11, 2023 and recorded on September 30, 2022 as
Instrument No. 2022C953117. YBM claims it is owed $587,703 under
the promissory note underlying this deed of trust. Mega Sunset
disputes the YBM claim amount. This debt is further secured by a
junior deed of trust lien against the Laveta Portion.
The Debtor submits that the interests of the persons that assert a
perfected security interest and lien in cash collateral are
adequately protected because of the equity cushion they enjoy in
the Sunset Portion. YBM' s interest is further protected by its
lien agains, the Laveta Portion. Tn addition, the Debtor will to
the extent of available funds: (a) maintain insurance coverage tor
the Sunset Portion in a dollar amounl al least equal to the
Debtor's good faith estimate of the value of MBM Acquisitions and
YBM alleged interests in the Sunset Portion that is typically
insured, with such insurance naming MBM Acquisitions and YRM as
additional insureds; (b) remain current on payments on account of
postpetition real estate taxes assessed against the Sunset Portion;
and {c) will provide, upor. MBM Acquisitions' or YBM' s reasonable
request, an accounting of postpeLition rents, profits, and
expenses, and appropriate documentation of those things.
In the unlikely event, the Court determines that the interests of
KBM Acquisitions and/or YDM are not acequately protected, Mega
Sunset has agreed to provide a replacement lien against after
acquired assets, i.e., the rents, to the extent the use of cash
collateral results in a decrease of value of their interests in the
property.
A hearing on the matter is set for August 2, 2024 at 1 p.m.
A copy of the motion is available at https://urlcurt.com/u?l=Fdp0Pa
from PacerMonitor.com.
About Mega Sunset
Mega Sunset, LLC, is the owner of the commercial real property
located at 1539 West Sunset Boulevard, Los Angeles, California
90069.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-15583) on Aug. 29,
2023. In the petition signed by Ted Hsu, manager, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Neil W. Bason oversees the case.
Raymond H. Aver, Esq., at Law Offices of Raymond H. Aver, A
Professional Corporation, represents the Debtor as legal counsel.
MIDWEST DOUGH: Court OKs Interim Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nebraska authorized
Midwest Dough Guys, LLC to use cash collateral, on an interim
basis, in accordance with the budget.
As previously reported by the Troubled Company Reporter, the U.S.
Internal Revenue Service is a first-priority secured creditor of
the Debtor, having a valid first priority, perfected blanket lien
upon all of the Debtor's assets by virtue of a notice of tax lien
filed August, 2023 which has priority over other prior liens under
the Internal Revenue Code.
IRS has filed a claim in the case stating a secured claim of
$76,855, a priority unsecured claim of $160,523 and a general
unsecured portion of $25,719. The Debtor does not dispute the
validity, priority or effect of IRS' secured claim, or its
first-priority position, upon the Collateral.
The court ruled that:
a. the Debtor will maintain at least $20,000 in inventory/cash
combined value at any given time during the pendency of the case
until plan confirmation;
b. the Debtor will commence payments, as adequate protection to IRS
in the amount of $2,000, until plan confirmation. First payment
will be made to IRS upon Bankruptcy Court approval of the
Stipulation and on or before the 15th day of each month
thereafter.
c. the Debtor will provide IRS with a post-petition replacement
lien on all Collateral subject to IRS' pre-petition lien, including
but not limited to all prepetition collateral, in the same amount
and in the same priority as IRS had prepetition until IRS' claim is
paid in full.
d. the Debtor will maintain adequate insurance on IRS' Collateral.
The Debtor will provide IRS with proof of said insurance upon
demand.
A further hearing on the matter is set for June 27 at 10 a.m.
A copy of the order is available at https://urlcurt.com/u?l=QJiWuE
from PacerMonitor.com.
About Midwest Dough Guys, LLC
Midwest Dough Guys, LLC is an American chain of calzone
restaurants.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Neb. Case No. 24-40406) on April 30,
2024. In the petition signed by Nickolas T. Rowan, authorized
signer, the Debtor disclosed up to $500,000 in assets and up to $10
million in liabilities.
Judge Thomas L Saladino oversees the case.
John A. Lentz, Esq., at LENTZ LAW, PC, LLO, represents the Debtor
as legal counsel.
MONDORIVOLI LLC: Seeks to Hire Bonnie Bell Bond as Legal Counsel
----------------------------------------------------------------
Mondorivoli, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Colorado to employ the Law Office of Bonnie Bell
Bond, LLC as legal counsel.
The firm will provide these services:
(a) advise the Debtor with respect to its rights and duties
under Chapter 11;
(b) assist the Debtor in the development of a plan of
reorganization or sale of its property under 11 U.S.C. Sec. 363;
(c) prepare and file on behalf of the Debtor's of all
necessary petitions, pleadings, reports and actions which may be
become necessary herein;
(d) represent the Debtor in any litigation which it determines
is in the best interest of the estate; and
(e) perform all legal services for the Debtor which may become
necessary herein.
The hourly rates of the firm's counsel and staff are as follows:
Bonnie Bell Bond, Attorney $350
Paralegal $175
The firm received a retainer in the amount of $25,000 from the
Debtor.
Mr. Bond 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:
Bonnie Bell Bond, Esq.
Law Office of Bonnie Bell Bond, LLC
8400 E. Prentice Avenue, Suite 1040
Greenwood Village, CO 80111
Telephone: (303) 770-0926
Facsimile: (303) 770-0965
Email: bonnie@bellbondlaw.com
About Mondorivoli LLC
Mondorivoli, LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Colo. Case No. 24-12895) on May 28,
2024. In the petition filed by Jean-Pierre Bleger, manager, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Joseph G. Rosania Jr. oversees the case.
The Law Office of Bonnie Bell Bond, LLC serves as the Debtor's
counsel.
NEXSTAR MEDIA: Moody's Affirms 'Ba3' CFR, Outlook Stable
--------------------------------------------------------
Moody's Ratings affirmed Nexstar Media Inc.'s Ba3 Corporate Family
Rating, Ba3-PD Probability of Default Rating, Ba2 ratings on the
senior secured bank credit facilities residing at Nexstar and
Mission Broadcasting, Inc., a consolidated variable interest
entity, and B2 ratings on the company's senior unsecured notes. The
SGL-2 Speculative Grade Liquidity rating under Nextstar is
unchanged. The outlook is stable.
RATINGS RATIONALE
The affirmation of the CFR reflects Moody's expectation that
Nexstar's operating performance, debt protection measures and
liquidity will remain consistent with a Ba3 credit profile over the
rating horizon. This is supported by the company's scale as the
nation's largest local television broadcaster with an extensive
local presence (70% of US television households, excluding the UHF
discount) and significant national reach (100% of US television
households) via The CW Network, the country's fifth major broadcast
network and NewsNation, Nexstar's national cable news network. In
addition, Moody's expects deleveraging via both organic EBITDA
growth and mandatory/voluntary debt repayments, which should
mitigate the impact from volatile advertising demand as well as
current weakness in linear TV core ad spend and slowing
retransmission revenue growth.
The stable outlook embeds Moody's expectation that over the coming
12-18 months Nexstar's restricted group financial leverage will
improve modestly to the 3.75x-4x region from 4x at LTM March 31,
2024 via a combination of EBITDA growth and debt reduction (metrics
are Moody's adjusted on a two-year average EBITDA basis, excluding
The CW Network's operations).
Nexstar's Ba3 CFR reflects the company's significant national scale
as the largest US local broadcaster coupled with moderate
restricted group financial leverage and credit protections measures
appropriate for the ratings. Nexstar's top ranked stations in local
news viewership, diverse affiliate mix and lead rankings for the
designated market areas (DMAs) in which it operates positions the
company to capture sticky advertising spend across its markets,
despite secular pressures in linear TV core advertising. The
ratings consider Nexstar's good liquidity position, with solid cash
balances coupled with robust free cash flow (FCF) generation that
increases materially from the influx of political ad revenue during
election years. Though the company has been acquisitive in the
past, Moody's does not expect material M&A going forward given that
Nexstar has reached the 39% FCC regulatory cap for US television
household coverage. This year, Moody's expects the company will
balance the allocation of excess cash between debt reduction and
shareholder returns, which is factored in the CFR.
The Ba3 CFR is constrained by Nexstar's exposure to advertising
revenue, which is inherently cyclical, as well as the ongoing
structural decline in linear TV core advertising as non-political
TV advertising budgets continue to erode in favor of digital media,
which continues to gain share. Additionally, in Moody's opinion,
Nexstar's retransmission revenue growth will be challenged over the
medium-to-long term because Moody's expect the rate of traditional
subscriber losses to outpace annual escalators in non-contract
renewal years, offsetting the material fee increases occurring at
the time of contract renewal. While the industry's total subscriber
attrition is in the mid-to-high single digit percentage range
supported by subscriber growth from virtual multichannel video
programming distributors (vMVPDs), Moody's expects cord-cutting
will continue to accelerate in the low-to-mid teens percentage
region for traditional cable and satellite pay-TV providers. This
means that visibility remains low for retransmission revenue
increases. While Nexstar's meaningful local reach and strong DMAs
offer some protection, retransmission revenue growth will be muted
and more dependent on rate increases when distribution contracts
renew.
Over the next 12-18 months, Moody's expects Nexstar will maintain
good liquidity (SGL-2 Speculative Grade Liquidity). At March 31,
2024, LTM FCF (defined by Moody's as cash flow from operations less
capex less dividends) totaled $429 million, cash and cash
equivalents were approximately $237 million, and $544 million was
available under the two revolving credit facilities (RCFs) residing
at Nexstar ($550 million commitment) and Mission ($75 million
commitment) both due 2027. Last year, FCF totaled $662 million
(compared to $1.1 billion in 2022, the last election year, and $948
million in 2021, the prior non-political year) and was pressured
due to decline in core advertising revenue, absence of political ad
revenue in a non-election year and higher programming costs. In
2024, Moody's expects that Nexstar will generate FCF of around $900
million driven primarily by high margin political advertising
revenue in a presidential election year. The RCF residing at
Nexstar is subject to a first-lien net leverage maintenance
covenant set at 4.25x compared to the company's first-lien net
leverage ratio of 2.21x at March 31, 2024. Moody's expects
sufficient headroom relative to the covenant over the next year.
ESG CONSIDERATIONS
Nexstar's ESG credit impact score is CIS-3, which primarily
reflects elevated social risks from demographic and societal trends
associated with changes in consumers' video consumption. The CIS-3
also embeds governance risks associated with a tolerance for
moderate financial leverage and absence of a publicly-stated
leverage target.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Though unlikely near-term, ratings could be upgraded if Nexstar
were to maintain a publicly-defined financial policy with respect
to restricted group financial leverage that is sustained
comfortably below 3x (Moody's adjusted on a two-year average EBTIDA
basis) and FCF to debt above 10% (Moody's adjusted on a two-year
average FCF basis). Nexstar would also need to: (i) exhibit organic
revenue growth and stable-to-improving EBITDA margins on a two-year
average basis; (ii) adhere to conservative financial policies; and
(iii) maintain at least good liquidity to be considered for an
upgrade. Ratings could be downgraded if Moody's expects that
restricted group leverage will be sustained above 4x (Moody's
adjusted on a two-year average EBITDA basis) as a result of weak
operating performance, more aggressive financial policies or
inability to reduce debt levels. A downgrade could also arise if
FCF to debt was sustained below 5% (Moody's adjusted on a two-year
average FCF basis) or Nexstar experienced deterioration in
liquidity or covenant compliance weakness.
Headquartered in Irving, Texas, Nexstar is the largest US
television broadcaster, owning, operating, or providing sales and
services to over 200 television stations in 40 US states and the
District of Columbia, across 117 markets covering 39% of US
television households (including the UHF discount) reaching over
220 million people. The company operates in 38 of the top 50
markets and ranks #1 or #2 in about 76% of its markets. Revenue for
the twelve months ended March 31, 2024 totaled approximately $4.96
billion.
The principal methodology used in these ratings was Media published
in June 2021.
NOEL RUIZ NURSERY: 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 Noel Ruiz Nursery, Inc., according to court dockets.
About Noel Ruiz Nursery
Noel Ruiz Nursery, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
24-13317) on April 5, 2024, with $1 million to $10 million in both
assets and liabilities. Arelys Tarraza, vice-president, signed the
petition.
Judge Laurel M. Isicoff presides over the case.
Gary M. Murphree, Esq., at AM Law, LLC represents the Debtor as
bankruptcy counsel.
NOVA LIFESTYLE: Posts $1.46MM Net Loss in Q1 2024
-------------------------------------------------
Nova Lifestyle, Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $1.46 million for the three months ended March 31, 2024,
compared to a net loss of $1.22 million for the three months ended
March 31, 2023.
The accumulated deficit of the Company was $45.89 million and
$44.43 million as of March 31, 2024 and December 31, 2023. Net cash
balance decreased to $0.27 million for the three months ended March
31, 2024 from $0.37 million for the year ended December 31, 2023.
Continuation as a going concern is dependent upon the ability of
the Company to obtain the necessary financing to meet its
obligations and pay its liabilities arising from normal business
operations when they come due, and ultimately upon its ability to
achieve profitable operations. The outcome of these matters cannot
be predicted with any certainty at this time and raises substantial
doubt that the Company will be able to continue as a going
concern.
The Company has faced ongoing losses from operations, and
significant cash outflows from cash used in operating activities in
past years. The Company lacks assurance regarding its ability to
achieve profitability or secure essential financing for its
operations. Considering these principal conditions, the Company's
management has determined that it is probable the Company might
encounter challenges in meeting its obligations within 12 months,
primarily due to insufficient cash flow. Therefore, the Company
must assess the probability that its plans will effectively
alleviate the substantial doubt.
The Company management has the following plans to alleviate the
substantial doubt: the Company will participate in four major U.S.
furniture fairs every year to seek new customers to increase the
Company's sales. To augment diversified revenue streams, the
Company's subsidiary Nova Malaysia is proactively engaged in the
development of an innovative home decoration design IT software
systems. Besides, in the second quarter of this year, the Company
plans will raise money from the market to increase cash flow and
investment capital.
As of March 31, 2024, the Company had $6.18 million in total
assets, $6.22 million in total liabilities, and $42,743 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/1473334/000149315224019874/form10-q.htm
About Nova Lifestyle
Headquartered in Commerce, Calif., Nova LifeStyle, Inc. is a
distributor of contemporary styled residential and commercial
furniture incorporated into a dynamic marketing and sales platform
offering retail as well as online selection and global purchase
fulfillment. The Company monitors popular trends and products to
create design elements that are then integrated into our product
lines that can be used as both stand-alone or whole-room and home
furnishing solutions. Through its global network of retailers,
e-commerce platforms, stagers and hospitality providers, Nova
LifeStyle also sells (through an exclusive third-party
manufacturing partner) a managed variety of high quality bedding
foundation components.
As of December 31, 2023, the Company had $6.2 million in total
assets, $5.7 million in total liabilities, and $496,354 in total
stockholders' equity.
San Mateo, Calif.-based WWC, P.C., the Company's auditor since
2022, issued a "going concern" qualification in its report dated
April 12, 2024, citing that the Company incurred a net loss for the
years ended Dec. 31, 2023 and 2022, and the accumulated deficit
increased from $36.71 million to $44.43 million from 2022 to 2023.
These factors, raise substantial doubt about its ability to
continue as a going concern.
ONE FAT FROG: Hits Chapter 11 Bankruptcy Protection
---------------------------------------------------
Kirk O’Neil of The Street reports that One Fat Frog, which claims
to be the nation's largest food truck manufacturer, on May 24, 2024
filed for Chapter 11 bankruptcy in the U.S. Bankruptcy Court for
the Middle District of Florida facing several lawsuits for alleged
failure to deliver products that customers had paid for.
The Orlando, Fla.-based debtor listed $1 million to $10 million in
assets and liabilities in its petition. It listed over $4.8 million
in unsecured claims, which include debt owed to vendors, merchant
cash advances and a court judgment.
The company is facing financial problems as in the past year it has
been sued a dozen times from creditors demanding payments or
customers claiming One Fat Frog allegedly failed to deliver their
mobile kitchens after several requests, Orlando ABC television
affiliate WFTV-9 reported.
Memphis, Tenn.-based First Horizon Bank is a plaintiff in one of
the lawsuits filed on April 25, 2024 in the Ninth Judicial Circuit
Court of Florida seeking an order requiring the debtor to hand over
a mobile kitchen trailer whose security the bank claimed possession
of after a One Fat Frog customer defaulted on a bank loan,
according to court papers.
Billy & Jo Creole Cooking of Youngsville, La., in April 2023
secured a $69,299 loan from First Horizon to purchase a mobile
kitchen trailer from One Fat Frog and granted the bank security
interest in the mobile kitchen trailer, according to the lawsuit.
Billy & Jo Creole had reached an agreement with One Fat Frog in
April 2023 that called for the kitchen trailer maker to use
proceeds from the loan to purchase a trailer and convert it to a
mobile kitchen for Billy & Jo Creole.
After converting the trailer, One Fat Frog was required to send the
trailer to Billy & Jo Creole, but never delivered the trailer after
several requests from the customer, court papers said. Without the
trailer to be used to generate revenue, Billy & Jo defaulted on its
loan, and First Horizon sought to take possession of the trailer
from One Fat Frog.
First Horizon sent a written demand to One Fat Frog on Feb. 16
demanding return of the trailer to the bank, but the debtor has
refused to deliver the trailer to the bank, according to court
papers. The bank filed a lawsuit on April 25 consisting of two
counts, replevin of the trailer and civil theft.
The bank seeks return of the trailer in the replevin count and
trebel damages, prejudgment interest, attorneys fees and costs and
any any such further relief the court deems just and proper in the
civil theft count.
One Fat Frog's bankruptcy attorney did not immediately respond to a
request for comment.
About One Fat Frog
One Fat Frog is a food truck and trailer manufacturer based in
Orlando, Florida.
One Fat Frog sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. M.D. Fla. Case No. 24-02620) on May 24, 2024. In the
petition filed by Connie Baugher, as president, the Debtor reports
estimated assets and liabilities between $1 million and $10 million
each.
The Honorable Bankruptcy Judge Lori V. Vaugha handles the case.
The Debtor is represented by:
Jeffrey S. Ainsworth, Esq.
BRANSONLAW, PLLC
1501 E. Concord Street
Orlando, FL 32803
Tel: 407-894-6834
Email: jeff@bransonlaw.com
OVIEDO-CLERMONT ROOFING: Gets OK to Hire Latham Luna as Counsel
---------------------------------------------------------------
Oviedo-Clermont Roofing Inc. received approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Latham, Luna, Eden & Beaudine, LLP as bankruptcy counsel.
The firm will provide these services:
(a) advise the Debtor of its rights and duties in this Chapter
11 case;
(b) prepare pleadings related to this case; and
(c) take any and all other necessary action incident to the
proper preservation and administration of this estate.
The hourly rates of the firm's attorneys primarily working on this
matter range from $275 to $500.
Prior to the petition date, the Debtor paid the firm an advance fee
of $26,738.
Justin Luna, Esq., an attorney at Latham, Luna, Eden & Beaudine,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Robert E. Eggman, Esq.
Latham, Luna, Eden & Beaudine, LLP
201 S. Orange Ave., Suite 1400
Orlando, FL 32801
Telephone: (407) 481-5800
Facsimile: (407) 481-5801
Email: jluna@lathamluna.com
About Oviedo-Clermont Roofing
Oviedo-Clermont Roofing, Inc. is a family-owned construction and
roofing company.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02058) on April 26,
2024. In the petition signed by Richard G. Moriarty, III,
president, the Debtor disclosed up to $10 million in both assets
and liabilities.
Judge Lori V. Vaughan oversees the case.
Justin M. Luna, Esq., at Latham Luna Eden & Beaudine LLP represents
the Debtor as legal counsel.
PAIN MEDICINE: Dennis Perrey Named Subchapter V Trustee
-------------------------------------------------------
The U.S. Trustee for Region 10 appointed Dennis Perrey as
Subchapter V trustee for The Pain Medicine & Rehabilitation Center,
Professional Corp.
Mr. Perrey 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. Perrey declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Dennis J. Perrey
P.O. Box 8232
Evansville, IN 47716
Phone: 812.630.5823
Email: dennis.perrey@yahoo.com
About The Pain Medicine & Rehabilitation Center
The Pain Medicine & Rehabilitation Center, Professional Corp.
offers treatment for neck pain, back pain, chronic pain, nerve pain
and joint pain.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ind. Case No. 24-90519) on May 23,
2024, with $184,672 in assets and $3,982,926 in liabilities.
Anthony Alexander, president, signed the petition.
Judge Andrea K. Mccord presides over the case.
KC Cohen, Esq., at KC Cohen, Lawyer, PC represents the Debtor as
bankruptcy counsel.
PAIN MEDICINE: Seeks to Hire KC Cohen Lawyer as Bankruptcy Counsel
------------------------------------------------------------------
The Pain Medicine & Rehabilitation Center, Professional Corp. seeks
approval from the U.S. Bankruptcy Court for the Southern District
of Indiana to employ KC Cohen, Lawyer, PC as its legal counsel.
The firm's services include:
(a) advise the Debtor with respect to its duties, powers, and
responsibilities in this Chapter 11 case;
(b) investigate and pursue any actions on behalf of the estate
in order to recover assets for or best enable this estate to
reorganize fairly;
(c) represent the Debtor in these proceedings in an effort to
maximize the value of the assets available herein, and to pursue
confirmation of a successful plan of reorganization; and
(d) perform such other legal services as may be required and in
the interest of the estate herein.
The hourly rates of the firm's counsel and staff are as follows:
Christopher J. McElwee, Attorney $325
Nicholas J. Wildeman, Attorney $225
Michele Jennings, Paralegal $100
The firm received a retainer of $6,738 from the Debtor.
KC Cohen, Esq., an attorney at KC Cohen, Lawyer, 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:
KC Cohen, Esq.
KC Cohen, Lawyer, PC
1915 Broad Ripple Ave.
Indianapolis, IN 46220
Telephone: (317) 715-1845
Facsimile: (317) 636-8686
Email: kc@smallbusiness11.com
About The Pain Medicine & Rehabilitation Center
The Pain Medicine & Rehabilitation Center, Professional Corp.
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. Ind. Case No. 24-90519) on May 18, 2024. In the
petition signed by Anthony Alexander, president, the Debtor
disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Andrea K. McCord oversees the case.
KC Cohen, Lawyer, PC represents the Debtor as legal counsel.
PAP OIL GROUP: Unsecureds Will Get 100% of Claims over 5 Years
--------------------------------------------------------------
Pap Oil Group, Inc. filed with the U.S. Bankruptcy Court for the
Southern District of Florida a Plan of Reorganization under
Subchapter V dated May 20, 2024.
The Debtor was incorporated as a holding company to be operated by
the Benavides family in the United States. The Benavides family
owns a Venezuelan business entity known as Pap Oil S.R.L.
The Debtor's principal place of business is located at 1 East
Broward Boulevard, Suite 700, Fort Lauderdale, Florida 33301. This
office space is rented by the Debtor, and the Debtor is current on
the lease payments.
The Benavides family own the entirety of the Debtor in the
following percentages: 1) Samuel Benavides (.5%); 2) Dania
Benavides (33%); 3) Diana Benavides (33%); 4) Danelly Benavides
(33%); and 5) Rosa Benavides (.5%). Additionally, these individuals
are the officers and directors of the Debtor.
Due to certain disputes that arose with the government of
Venezuela, it is believed by the Benavides family that Pap Oil
S.R.L. is owed substantial sums. The Debtor was incorporated to
hold these assets upon realization of the claims in Venezuela
(hereinafter "Venezuelan Claims"). At the time of the filing of
this plan, these claims have not yet been resolved and these assets
have not yet been realized.
The Debtor does not generate any income of its own currently. The
Debtor's operational expenses are paid directly by its
shareholders.
This Plan under chapter 11 of the Code proposes to pay creditors of
Debtor from Cash on hand and operating income, unless otherwise
stated. The final Plan payment is expected to be paid no later than
5 years from the Effective Date of the Plan.
Non-priority unsecured creditors holding Allowed claims will
receive pro rata distributions in annual payments. This Plan also
provides for the payment of Administrative and Priority Claims.
Class 1 consists of all the Allowed General Unsecured Claims of
Debtor. The Debtor estimates the aggregate amount of Allowed Class
1 Claims totals not more than $109,735.56. Laguna & Associados
holds a default final judgment in the amount of $109,735.56. The
judgment relates back to alleged services rendered to the Debtor by
Laguna & Associados. This claim will be allowed as general
unsecured only.
The Debtor estimates that if this case were converted to a Chapter
7 case, the holders of Class 1 Claims would not receive any
distribution. If Debtor's Plan is confirmed, each holder of an
Allowed general unsecured claim against Debtor receive 100% of its
Allowed Claim over a period of 5 years. Commencing on the Initial
Payment Date, the Debtor shall commence making equal monthly
payments of $1,828.93. This amount is based on the current claims
filed and scheduled. These payments shall be in full satisfaction,
settlement, release, and extinguishment of their respective Allowed
Claims. This Class is Impaired.
The Allowed Equity Interests in the Debtor are retained under the
Plan. All equity holders of the Debtor which existed as of the
Petition Date will continue to retain their same percentage
ownership interests in the Reorganized Debtor.
All payments as provided for in the Plan shall be funded by
Debtor's principals as well as any funds received in relation to
the Venezuelan Claims.
A full-text copy of the Plan of Reorganization dated May 20, 2024
is available at https://urlcurt.com/u?l=cZZton from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Nicholas G. Rossoletti, Esq.
Bilu Law, PA
2760 W. Atlantic Blvd.
Pompano Beach, FL 33069
Telephone: (954) 596-0669
Facsimile: (954) 427-1518
Email: nrossoletti@bilulaw.com
About Pap Oil Group
Pap Oil Group, Inc., was incorporated as a holding company to be
operated by the Benavides family in the United States.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-11581) on February
20, 2024, with up to $50,000 in assets and up to $500,000 in
liabilities.
Judge Peter D. Russin oversees the case.
Nicholas G. Rossoletti, Esq., represents the Debtor as legal
counsel.
PARK 151 CS: Stephen Moriarty Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Region 14 appointed Stephen Moriarty, Esq., at
Fellers, Snider, Blankenship, Bailey & Tippens, P.C., as Subchapter
V trustee for Park 151 CS, LLC.
Mr. Moriarty will be paid an hourly fee of $550 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Moriarty declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Stephen J. Moriarty, Esq.
Fellers, Snider, Blankenship, Bailey & Tippens, P.C.
100 N. Broadway, Suite 1700
Oklahoma City, OK 73102
Telephone: (405) 232-0621
Facsimile: (405) 232-9659
Email: smoriarty@fellerssnider.com
About Park 151 CS
Park 151 CS, LLC, a company in Glenpool, Okla., filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Okla. Case No. 24-80403) on May 21, 2024, listing $6,000,007
in assets and $5,315,082 in liabilities. The petition was signed by
Timothy J. Remy as managing member.
Judge Paul R Thomas presides over the case.
Scott P. Kirtley, Esq., at Riggs, Abney, Neal, Turpen, Orbison &
Lewis represents the Debtor as counsel.
PEGRUM CREEK: Seeks to Tap Thompson Burton as Bankruptcy Counsel
----------------------------------------------------------------
Pegrum Creek Construction, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Alabama to employ
Thompson Burton, PLLC as its legal counsel.
The firm will provide these services:
(a) prepare pleadings and applications and conduct
examinations incidental to any related proceedings or to the
administration of this Chapter 11 case;
(b) develop the relationship of the status of the Debtor to
the claims of creditors in this case;
(c) advise the Debtor of its rights, duties, and obligations
as its operating under Chapter 11 case;
(d) take any and all other necessary action incident to the
proper preservation and administration of this Chapter 11 case;
and
(e) advise and assist the Debtor in the formation and
preservation of a plan pursuant to chapter 11 of Bankruptcy Code,
the disclosure statement, and any and all matters related thereto.
The hourly rates of the firm's counsel and staff are as follows:
Associates $295
Partners $250
Paralegals $175
Stuart Maples, Esq., a member at Thompson Burton, 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:
Stuart M. Maples, Esq.
Thompson Burton PLLC
200 Clinton Avenue West, Suite 1000
Huntsville, AL 35801
Telephone: (256) 489-9779
Facsimile: (256) 489-9720
Email: smaples@thompsonburton.com
About Pegrum Creek Construction
Pegrum Creek Construction, LLC sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-81037) on
June 3, 2024. The case is jointly administered in Case No.
24-81036. In the petition signed by William Edwin Taylor, Jr.,
authorized representative, the Debtor disclosed up to $10 million
in assets and up to $50 million in liabilities.
Judge Clifton R. Jessup, Jr. oversees the case.
Stuart M. Maples, Esq., at Thompson Burton PLLC represents the
Debtor as legal counsel.
PHILADELPHIA ORTHODONTICS: Mogavero Named Subchapter V Trustee
--------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Leona Mogavero,
Esq., at Zarwin Baum as Subchapter V trustee for Philadelphia
Orthodontics, P.C.
Ms. Mogavero will be paid an hourly fee of $425 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Mogavero declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Leona Mogavero, Esq.
Zarwin Baum
One Commerce Square
2005 Market Street, 16th Floor
Philadelphia, PA 19103
Phone: (267) 765-9630
Email: lmogavero@zarwin.com
About Philadelphia Orthodontics
Philadelphia Orthodontics P.C. is primarily engaged in the
independent practice of general or specialized dentistry or dental
surgery.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-11728) on May 21,
2024, with $500,000 to $1 million in assets and $1 million to $10
million in liabilities. Joshua Davis, president, signed the
petition.
Judge Patricia M. Mayer presides over the case.
Paul J. Cordaro, Esq., at Campbell & Levine, LLC represents the
Debtor as legal counsel.
PIONEER HEALTH: Unsecureds to Split $7M in Subchapter V Plan
------------------------------------------------------------
Pioneer Health Systems, LLC and its affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a Subchapter V Plan
of Reorganization dated May 21, 2024.
The Debtors operate and manage full-service orthopedic clinics in
Texas, and formally in California and Oklahoma.
The Debtors' operations focus on providing orthopedic medicine and
related care to patients, with significant revenues coming from
insurance payors. The Debtors also provide services to patients who
are victims of accidents, with payments for those services
ultimately made by non-medical-insurance payors after settlement or
judgment in legal proceedings.
The Debtors' Plan of Reorganization commits the Debtors' future
disposable income though the end of 2029 to payment of creditor
claims. In total, the Debtors project paying allowed secured claims
in full, paying tax claims and allowed administrative expenses in
full, and paying $7,264,148 to unsecured creditors. Payments to
creditors will come from Debtors' profits from future operations,
recoveries on pre-petition litigation claims, and recoveries on
avoidance actions.
The Debtors will pay Administrative Expenses incurred by their
professionals and the Trustee on the Effective Date, and post
petition operating costs will be paid in the ordinary course of
business. The Debtors do not expect there will be any other allowed
Administrative Expenses. As the Debtors are paying pre- and
postpetition priority claims of taxing authorities in the ordinary
course, the Debtors do not expect to have any priority tax claims
as of the Effective Date. Debtor also do not expect there will be
any other allowed priority claims.
The Plan provides for payment of the claim of the DIP Lender though
a new Exit Facility, which will be in an amount of not less than
$1.2 million to provide the Debtors with additional liquidity to
support operations through 2025. After that time, Debtors'
operations will be sufficiently stable to pay down the Exit
Facility and make distributions to creditors. Holders of claims
secured by the Debtors' equipment and tax refunds will be paid
according to the terms of their prepetition agreements.
Holders of claims for rejected leases secured by security deposits
will retain the security deposit and the balance of any claim will
be paid as a General Unsecured Claim. Holders of claim which
alleged to be secured based on Mechanic's Liens will be treated as
General Unsecured Creditors to the extent any such claims are
allowed.
Unsecured Claims are split into two classes: a convenience class of
claims not exceeding $1,600 (Class 2) and all other claims are
General Unsecured Claims (Class 3). Class 2 Claims will be paid in
full in cash on the Effective Date. Class 3 Claims will be paid on
the 45th day of each calendar quarterly a prorated share of the
Debtor's projected disposable income for the prior quarter.
Payments to holders of Class 3 Claims will commence by February 14,
2026, and will be completed by February 14, 2030.
Class 2 Convenience Class consists of all unsecured claims of not
more than $1,600. Holders of Allowed Convenience Class Claims will
be paid in full in cash on the Effective Date. Debtors shall not
pay interest on Convenience Class Claims. The amount of claim in
this Class total $39,282.99. This Class is unimpaired.
Class 3 consists of General Unsecured Claims. Holders of Allowed
General Unsecured Claims will receive a pro rata distribution of
the Disposable Income Fund. The first payment will be made not
later than February 14, 2026, and will continue on the last day of
each calendar quarter until holders of allowed General Unsecured
Claims receive their full pro rata distribution, but in no case not
later than February 14, 2030. Debtors shall not pay interest on
General Unsecured Claims. The allowed unsecured claims total
$21,046,193.64. This Class will receive a distribution of
$7,224,865.01. This Class is impaired.
The Debtors will commit their Projected Disposable Income to fund
plan payments. The Class 1(a) claim shall be paid in full, in cash,
on the Effective Date from the proceeds of the Exit Facility.
Claims in Classes 1(b) to 1(j) shall be paid according to their
prepetition contracts. Class 1(k) claims will retain the security
deposit held by the relevant Claimant and the balance of any claim
will be paid as a Class 3 General Unsecured Claim. Secured Property
Tax Claims in Class 1(l) shall be paid in the ordinary course.
Holders of claims in Class 1(m), which allege to be secured based
on Mechanic's Lien, will be treated as Class 3 General Unsecured
Creditors to the extent any such claims are allowed.
A full-text copy of the Subchapter V Plan dated May 21, 2024 is
available at https://urlcurt.com/u?l=yStNkn from PacerMonitor.com
at no charge.
Counsel for the Debtors:
Matthew J. Olson, Esq.
DORSEY & WHITNEY LLP
51 West 52nd Street
New York, NY 10019
Telephone: (212) 415-9200
Facsimile: (212) 953-7201
Email: schnabel.eric@dorsey.com
-and-
Alessandra Glorioso, Esq.
DORSEY & WHITNEY (DELAWARE) LLP
300 Delaware Avenue, Suite 1010
Wilmington, Delaware 19801
Telephone: (302) 425-7171
Email: glorioso.alessandra@dorsey.com
About Pioneer Health Systems
Pioneer Health Systems, LLC, is the parent company for the
following brands: Surgical Hospital of Oklahoma, L.L.C. (SHO),
Direct Orthopedic Care (DOC), and Integrated Care Technologies
(ICT). Combined, this model allows Pioneer to offer a complete
vertical orthopedic healthcare system.
The Debtor filed a Chapter 11 petition (Bankr. D. Del. Case No.
24-10279) on Feb. 21, 2024, with $1 million to $10 million in both
assets and liabilities. Colin Chenault, chief financial officer,
signed the petition.
Judge J. Kate Stickles oversees the case.
Alessandra Glorioso, Esq., at Dorsey & Whitney (Delaware), LLP, is
the Debtor's legal counsel.
PLANET GREEN: Posts $1.1MM Net Loss for Quarter Ended March 31
--------------------------------------------------------------
Planet Green Holdings Corp. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $1,080,904 for the three months ended March 31, 2024,
compared to a net loss of $1,285,371 for the three months ended
March 31, 2023.
As of March 31, 2024, the Company had an accumulated deficit of
$141,805,501, a working capital deficit of $7,267,697, and its net
cash provided by operating activities for the three months ended
March 31, 2024 was $183,614.
As of March 31, 2024, the Company had $42,899,302 in total assets,
$24,567,125 in total liabilities, and $18,332,177 in total
stockholders' equity.
Management's plan for the Company's continued existence is
dependent upon management's ability to execute the business plan
and develop the plan to generate profit. Additionally, Management
may need to continue to rely on private placements or certain
related parties to provide funding for investment, for working
capital and general corporate purposes. If management is unable to
execute its plan, the Company may become insolvent.
A full-text copy of the Company's Form 10-Q is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1117057/000121390024043456/ea0205769-10q_planet.htm
About Planet Green Holdings
Planet Green Holdings Corp., headquartered in Flushing, N.Y., is
not an operating company in the PRC but a Nevada holding company
with its operations conducted through its subsidiaries in the PRC,
U.S., Hong Kong and Canada and through contractual arrangements
with its variable interest entity, Jilin Chuanyuan, which is a
company incorporated in the PRC. Planet Green is engaged in a
number of diverse business activities, including consumer products,
chemical products, and online advertising and mobile game.
As of December 31, 2023, the Company had $42,629,996 in total
assets, $23,189,784 in total liabilities, and $19,440,212 in total
stockholders' equity.
Irvine, Calif.-based YCM CPA, Inc., the Company's auditor since
2022, issued a "going concern" qualification in its report dated
April 1, 2024, citing that the Company records an accumulated
deficit as of December 31, 2023, and the Company currently has a
working capital deficit, continued net losses and negative cash
flows from operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
PLURALSIGHT INC: Moves Its Assets from Private Lenders
------------------------------------------------------
Jill R. Shah, Ellen Schneider and Carmen Arroyo of Bloomberg News
report that Vista Equity Partners-backed Pluralsight Inc. shifted
assets away from its private credit lenders as part of a move to
raise fresh financing, according to people with knowledge of the
matter.
The company moved intellectual property into a new subsidiary and
used those assets to obtain financing from Vista, the people said.
The new loan weakens existing lenders' claims against the IP, they
added, asking not to be identified discussing a private
transaction.
The maneuver -- often referred to as a 'dropdown' -- is reminiscent
of other aggressive financings that have pitted creditors against
each other in recent years.
About Pluralsight Inc.
Pluralsight offers a variety of video training courses for software
developers, IT administrators, and creative professionals.
PREMIER DENTAL: S&P Downgrades ICR to 'CC', Outlook Negative
------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Premier
Dental Services Inc. (doing business as Sonrava Health) to 'CC'
from 'CCC'. S&P also lowered its issue-level ratings on the
first-lien secured term loan and revolving credit facility (RCF) to
'CC' from 'CCC'.
S&P said, "The negative outlook reflects that we will lower our
issuer credit rating on Sonrava to 'SD' (selective default) upon
the completion of the distressed transaction. In a subsequent
rating action, we expect to reflect the go-forward credit profile
based on the final structure.
"The 'CC' rating reflects our view that the proposed transaction is
distressed and tantamount to a default. Under the terms of the
proposed transaction, despite being offered a par exchange, we
believe existing lenders will not receive adequate compensation for
having lower cash interest for two years post transaction close and
altering the maturity profile with the two-year amortization
holiday. In addition, the exchanged term loans will be primed by
the new first-out term loan. We view PIK interest and fees as
significantly less valuable than cash compensation, especially
considering the underlying is a second-lien facility in a
distressed situation, which are often subject to subsequent
restructuring.
"Sonrava's financial performance has been pressured by both
internal and external factors through 2023 and likely into the
first half of 2024. Under the existing capital structure, we expect
the company will sustain cash flow deficits which we believe will
further constrain an already weak liquidity position given the
near-term maturity of its accounts receivable (AR) facility.
"The negative outlook reflects that we will lower our issuer credit
rating on Sonrava to 'SD' (selective default) upon the completion
of the distressed transaction."
Downside scenario
S&P would lower the rating if the company executes its announced
distressed restructuring.
Upside scenario
If the transaction is not completed as expected, S&P will update
the rating to reflect the go forward creditworthiness including the
company's weak liquidity position and near-term maturities.
RBSF CONSTRUCTION: Holly Miller Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Holly Miller, Esq.,
at Gellert Scali Busenkell & Brown, LLC as Subchapter V trustee for
RBSF Construction Company.
Ms. Miller will be paid an hourly fee of $425 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Miller declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Holly S. Miller, Esq.
Gellert Scali Busenkell & Brown, LLC
1628 John F. Kennedy Boulevard, Suite 1901
Philadelphia, PA 19103
Telephone: (215) 238-0012
Facsimile: (215) 238-0016
Email: hsmiller@gsbblaw.com
About RBSF Construction
RBSF Construction Company sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-11678) on May 16,
2024, with $100,001 to $500,000 in both assets and liabilities.
Judge Patricia M. Mayer presides over the case.
Paul A.R. Stewart, Esq., at Legal Helm represents the Debtor as
bankruptcy counsel.
REKOR SYSTEMS: Reports Net Loss of $18.6MM in Q1 2024
-----------------------------------------------------
Rekor Systems, Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $18,614,000 on $9,778,000 of revenue for the three months ended
March 31, 2024, compared to a net loss of $12,682,000 on $6,185,000
of revenue for the three months ended March 31, 2023.
The Company has generated losses and negative operating cashflows
since its inception and has relied on external sources of financing
to support cash flow from operations. The Company attributes losses
to non-capital expenditures related to the scaling of existing
products and services, development of new products and services and
marketing efforts associated with these products and services. As
of and for the three months ended March 31, 2024, the Company had
working capital of $5,241,000.
Its cash decreased by $3,446,000 for the three months ended March
31, 2024 primarily due to the cash paid to acquire ATD and redeem
the 2023 Promissory Notes and the net loss of $18,614,000,
partially offset by external financing activity.
Based on the Company's current business plan assumptions and the
expected cash burn rate, the Company believes that the existing
cash is insufficient to fund its current level of operations for
the next 12 months.
The Company is actively monitoring its operations, the cash on hand
and working capital. The Company is currently in the process of
reviewing and exploring external financing options in order to
sustain its operations. If additional financing is not available,
the Company also has contingency plans to continue to reduce or
defer expenses and cash outlays in the look-forward period.
As of March 31, 2024, the Company has $107,150,000 in total assets,
$52,191,000 in total liabilities, and $54,959,000 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/1697851/000143774924017081/rekr20240331_10q.htm
About Rekor Systems
Rekor Systems, Inc., headquartered in Columbia, Md., is working to
revolutionize public safety, urban mobility, and transportation
management using AI-powered solutions designed to meet the distinct
demands of each market it serves. The Company works hand-in-hand
with its customers to deliver mission-critical traffic and
engineering services that assist them in achieving their goals. The
Company's vision is to improve the lives of citizens and the world
around them by enabling safer, smarter, and greener roadways and
communities. The Company works towards this by collecting,
connecting, and organizing mobility data, and making it accessible
and useful to its customers for real-time insights and decisioning
for situational awareness, rapid response, risk mitigation, and
predictive analytics for resource and infrastructure planning and
reporting.
As of December 31, 2023, the Company had $92,151,000 in total
assets, $58,781,000 in total liabilities, and $33,370,000 in total
stockholders' equity.
East Hanover, N.J.-based Marcum LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
March 25, 2024, citing that the Company has incurred significant
losses and may need 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.
RESONETICS LLC: Moody's Cuts Rating on 1st Lien Bank Loans to B3
----------------------------------------------------------------
Moody's Ratings downgraded the ratings on Resonetics, LLC's first
lien backed senior secured bank credit facilities to B3 from B2.
There are no changes to Resonetics other ratings including the B3
Corporate Family Rating, the B3-PD Probability of Default Rating,
and Caa2 rating on the backed senior secured second lien term loan.
Ratings on the existing senior secured first lien term loan due
2028, senior secured first lien revolver due 2026, and senior
secured second lien term loan due 2029 will be withdrawn at the
close of the refinancing transaction and subsequent paydown. The
outlook is stable.
On June 6, 2024, Resonetics announced that the backed senior
secured first lien term loan issuance under the previously
announced refinancing transaction would be upsized to $1.165
billion from $1.0 billion. The additional proceeds will be used to
fully pay down the company's backed senior secured second lien term
loan. The downgrade of the ratings on the backed senior secured
first lien credit facilities reflects the removal of loss
absorption previously provided by the company's second lien debt.
RATINGS RATIONALE
Resonetics' B3 Corporate Family Rating reflects its high financial
leverage, modest scale, high customer concentration and integration
risk related to the company's acquisition strategy. Moody's
estimates that the company's debt/EBITDA was above 7.0x pro forma
the Memry acquisition on a Moody's adjusted basis. Moody's expects
leverage to remain relatively stable over the next 12-18 months.
The company has high customer concentration with the top five
customers accounting for approximately 40% of revenues pro forma
the Memry acquisition. The rating also reflects risks associated
with Moody's view that the company is likely to pursue additional
acquisitions.
The rating is supported by the high barriers to entry and switching
costs in contract manufacturing business involving laser-based
processes and precision grinding/machining. The high switching
costs are due to the significant amount of time and investment
required for its customers to obtain product regulatory approvals.
The rating also benefits from above industry average growth in
demand for many of the company's services focused on
interventional, diabetes care, surgical and ophthalmic surgery
products, as the US population ages.
The stable outlook reflects Moody's expectation that the company's
operating earnings will grow at a moderate pace organically and
leverage will remain relatively stable.
Moody's anticipates that Resonetics will maintain good liquidity
over the next 12-18 months. This reflects Moody's expectations of
approximately breakeven free cash flow over the next 12 months,
approximately $88 million in cash, and full availability under the
$95 million revolver at the close of the upsize and refinancing
transaction.
ESG CONSIDERATIONS
Resonetics' CIS-4 indicates the rating is lower than it would have
been if ESG risk exposure did not exist. Resonetics has exposure to
both social risks (S-4) and governance considerations (G-4). The
social risk arises from responsible production as a majority of the
company's products are subject to similar regulations as its large
original equipment manufacturer customers. Many of the company's
products are implanted inside the human body and are exposed to
severe regulatory actions or product liability litigations.
Resonetics' exposure to governance risks reflects the company's
aggressive financial strategy and risk management which have
contributed to the company's high leverage. Governance risk is also
associated with board structure, which is dominated by members
representing the company's private equity sponsors.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be downgraded if Resonetics' liquidity and/or
operating performance deteriorates, including sustained negative
free cash flow. The ratings could also be downgraded if the company
experiences operational disruptions, including challenges related
to the integration of recent acquisitions.
Ratings could be upgraded if Resonetics maintains its good
liquidity position, demonstrates solid revenue and EBITDA growth
and successfully integrates recent acquisitions. Quantitatively,
adjusted debt/EBITDA sustained below 6.0 times could support an
upgrade.
Resonetics, LLC is a high technology manufacturer supplying
manufacturing services to the medical industry. The Company's
primary business operations include thin wall metal tubing,
laser-based and precision grinding/machining, metal fabrication,
and nitinol processing for medical device components beginning at
the prototyping phase through contract manufacturing. Resonetics is
owned by private equity firms Carlyle Group, Inc. and GTCR LLC.
Revenues, pro-forma a full year of the Memry acquisition were $591
million in 2023.
The principal methodology used in these ratings was Medical
Products and Devices published in October 2023.
RITE AID: $425MM Bank Debt Trades at 54% Discount
-------------------------------------------------
Participations in a syndicated loan under which Rite Aid Corp is a
borrower were trading in the secondary market around 46.1
cents-on-the-dollar during the week ended Friday, June 7, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $425 million Term loan facility is scheduled to mature on
August 20, 2026. About $398.1 million of the loan is withdrawn and
outstanding.
About Rite Aid
Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy.
Its wholly owned subsidiaries include Elixir, Bartell Drugs and
Health Dialog. Elixir, Rite Aid’s pharmacy benefits and Services
Company, consists of accredited mail and specialty pharmacies,
prescription discount programs and an industry leading adjudication
platform to offer superior member experience and cost savings.
Health Dialog provides healthcare coaching and disease management
services via live online and phone health services. Regional chain
Bartell Drugs has supported the health and wellness needs in the
Seattle area for more than 130 years.
Rite Aid Corporation and various affiliated entities sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
D.N.J. Lead Case No. 23-18993) on October 15, 2023. In the petition
signed by Jeffrey S. Stein, their chief executive officer and chief
restructuring officer, Rite Aid Corp. disclosed $7,650,418,000 in
total assets and $8,597,866,000 in total liabilities.
Judge Michael B. Kaplan oversees the jointly consolidated cases.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Cole Schotz, P.C.
as local bankruptcy counsel, Guggenheim Partners as investment
banker, Alvarez & Marsal North America, LLC as financial, tax and
restructuring advisor, and Kroll Restructing Administration as
claims and noticing agent.
Kramer Levin Naftalis & Frankel LLP, serves as counsel to the
Official Committee of Unsecured Creditors. Kelley Drye & Warren LLP
serves as co-counsel to the Committee.
A Tort Claimants Committee is represented by Akin Gump Strauss
Hauer & Feld LLP as lead counsel and Sherman, Silverstein, Kohl,
Rose & Podolsky, P.A as local counsel.
The Dann Law Firm, P.C.; Martzell, Bickford & Centola; Creadore Law
Firm PC; and Thompson Barney advise an Ad Hoc Committee comprised
of parents and guardians advocating on behalf of children born with
Neonatal Abstinence Syndrome, and who assert general unsecured
claims on account of the children’s fetal opioid exposure.
DLA Piper LLP (US) serves as counsel to Medimpact Healthcare
Systems, Inc., the buyer of the Elixir pharmacy benefits management
business. Greenberg Traurig, LLP, and Choate Hall & Stewart LLP
serve as co-counsel to Bank of America, N.A., the administrative
agent for the prepetition first lien lenders and the DIP lenders.
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Fox Rothschild LLP
represent the Ad Hoc Group of Secured Noteholders. FTI Consulting
and Evercore is serving or served as financial advisors to the
bondholders.
RITE AID: Judge Extends Chapter 11 Timeline for Addt'l Plan Review
------------------------------------------------------------------
Hillary Russ of Law360 reports that a New Jersey judge on Thursday,
May 30, 2024, lengthened the timeline for Rite Aid to seek an exit
from its Chapter 11 bankruptcy, pushing the confirmation hearing
date out by seven days after insurers and others said the company's
schedule would not provide enough time to review its restructuring
plan.
About Rite Aid Corp.
Rite Aid -- http://www.riteaid.com/-- is a full-service pharmacy
that improves health outcomes. Rite Aid is defining the modern
pharmacy by meeting customer needs with a wide range of vehicles
that offer convenience, including retail and delivery pharmacy, as
well as services offered through our wholly owned subsidiaries,
Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's
pharmacy benefits and services company, consists of accredited
mail
and specialty pharmacies, prescription discount programs and an
industry leading adjudication platform to offer superior member
experience and cost savings. Health Dialog provides healthcare
coaching and disease management services via live online and phone
health services. Regional chain Bartell Drugs has supported the
health and wellness needs in the Seattle area for more than 130
years. Rite Aid employs more than 6,100 pharmacists and operates
more than 2,100 retail pharmacy locations across 17 states.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.N.J. Lead Case No. 23-18993) on Oct. 15, 2023. In
the petition signed by Jeffrey S. Stein, chief executive officer
and chief restructuring officer, Rite Aid disclosed $7,650,418,000
in total assets and $8,597,866,000 in total liabilities.
Judge Michael B. Kaplan oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Cole Schotz, P.C.,
as local bankruptcy counsel, Guggenheim Partners as investment
banker, and Alvarez & Marsal North America, LLC, as financial, tax
and restructuring advisor. Kroll Restructuring Administration is
the claims and noticing agent.
RITE AID: Seeks Additional $75MM DIP Loan From BofA
---------------------------------------------------
Rite Aid Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey for authority to
use cash collateral and obtain an incremental $75 million new money
DIP financing arrangement to be funded by certain of the
Prepetition Notes Secured Parties on a "last in, last out" basis.
Essential to the Debtors' successful restructuring is ensuring that
the Debtors emerge from chapter 11 with sufficient liquidity to
implement their go-forward business plan, as well as the negotiated
distribution of proceeds of the 2023 CMS Receivable, which has been
-- and remains -- a focal point for key parties in interest
throughout these chapter 11 cases. To that end, the Debtors, the
DIP Lenders, and the Prepetition Notes Secured Parties have
negotiated and reached an agreement in principle, subject to final
documentation, for certain of the Prepetition Notes Secured Parties
to fund $57 million of new money upon the Debtors' emergence from
chapter 11 in the form of senior secured notes.
To implement the DIP Notes Facility and secure the AHG New Money
funding commitments, the Debtors seek entry of an amended version
of the Second Amended Final DIP Order, substantially in the form of
the proposed Third Amended Final DIP Order.
The obligations in respect of DIP Notes will bear interest payable
in kind on a quarterly basis at Term SOFR for the Interest Period
in effect for such Borrowing plus the 7%; provided the Roll-Up DIP
Notes will bear interest at the applicable interest rates under the
Senior Secured Notes in respect of which such Roll-Up DIP Notes
were issued.
The DIP Notes Facility includes an additional issuance of DIP Notes
that will be utilized to repay and refinance $225 million in
aggregate outstanding amount of 2025 Notes Secured Obligations and
2026 Notes Secured Obligations held by the DIP Noteholders, in each
case, in accordance with the terms and conditions set forth in the
Third Amended Final DIP Order and other applicable DIP Documents.
Approval of the DIP Notes Facility is necessary to provide
incremental liquidity necessary to bridge to emergence and to
anchor the Debtors' going-concern reorganization.
The DIP Notes Facility is structured as a multi-issuance facility,
with $37.5 million of DIP Notes being issued upon entry of the
Third Amended Final DIP Order, and the remaining $37.5 million
being issued in one or more subsequent issuances, subject to the
satisfaction or waiver of certain agreed conditions.
The DIP Notes Facility also includes a negotiated "roll-up"
feature: upon entry of the Third Amended Final DIP Order, $225
million in principal amount of Prepetition Notes Secured
Obligations will be converted into an equal amount of DIP Notes
Obligations.
The DIP facilities is due and payable one year after the Closing
Date.
Rite Aid Corporation is the borrower under the credit agreement
dated as of December 20, 2018, by and among RAD, the lenders party
thereto from time to time, Bank of America, N.A., as administrative
agent and collateral agent thereunder, and the other parties
thereto. The Prepetition ABL Credit Agreement provides for
asset-based credit facilities consisting of a $2.85 billion
asset-based revolving credit facility and a $400 million "first-in,
last-out" term loan facility. Under the Prepetition ABL Credit
Agreement, the Prepetition FILO Facility is contractually
subordinated to the Prepetition Revolving Facility in right of
payment. The Prepetition ABL Facilities are guaranteed by a
substantial majority of Rite Aid Corporation's Debtor subsidiaries
and secured by liens on substantially all of the Debtors'
property.
The Prepetition Revolving Facility and Prepetition FILO Facility
both mature in August 2026.
As of the Petition Date, the outstanding principal amount of
Prepetition Revolving Loans totals approximately $2.2 billion and
letters of credit issued and outstanding under the Prepetition
Revolving Facility total approximately $235 million.
Rite Aid is also the issuer of these secured notes:
-- 7.5% Senior Secured Notes due 2025. On February 5, 2020,
Rite Aid Corporation issued $600 million of 7.500% Senior Secured
Notes due July 1, 2025 (approximately $320 million of which remains
outstanding as of the Petition Date). The 2025 Secured Notes are
guaranteed by each of the other Debtors.
-- 8% Senior Secured Notes due 2026. On July 27, 2020, Rite
Aid Corporation issued $850 million of 8% Senior Secured Notes due
November 15, 2026 (approximately $850 million of which remains
outstanding as of the Petition Date). The 2026 Secured Notes are
guaranteed by each of the other Debtors.
The Company leases most of its retail stores, certain distribution
facilities, and certain equipment and other assets under
non-callable operating and finance leases. The Finance Leases
generally have initial lease terms of 5 to 22 years. As of the
Petition Date, approximately $17.7 million remains outstanding
under the Finance Leases.
As adequate protection, the Prepetition Secured Parties will be
granted additional and replacement, valid, binding, enforceable,
non-avoidable, and effective and automatically perfected
postpetition security interests in and liens as of the date of the
Interim Order.
As further adequate protection, each of the Prepetition Agents, for
the benefit of themselves and the respective Prepetition Secured
Parties, will be granted allowed administrative expense claims in
each of the Cases ahead of and senior to any and all other
administrative expense claims in such Cases to the extent of any
postpetition Diminution in Value, but junior to the Carve Out and
the DIP Superpriority Claims and with the priorities set forth in
the Prepetition Intercreditor Agreement.
A copy of the motion is available at https://urlcurt.com/u?l=kG9Cfe
from PacerMonitor.com.
About Rite Aid
Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy
that improves health outcomes. Rite Aid is defining the modern
pharmacy by meeting customer needs with a wide range of vehicles
that offer convenience, including retail and delivery pharmacy, as
well as services offered through our wholly owned subsidiaries,
Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's
pharmacy benefits and services company, consists of accredited mail
and specialty pharmacies, prescription discount programs and an
industry leading adjudication platform to offer superior member
experience and cost savings. Health Dialog provides healthcare
coaching and disease management services via live online and phone
health services. Regional chain Bartell Drugs has supported the
health and wellness needs in the Seattle area for more than 130
years. Rite Aid employs more than 6,100 pharmacists and operates
more than 2,100 retail pharmacy locations across 17 states.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on Oct. 15,
2023. In the petition signed by Jeffrey S. Stein, chief executive
officer and chief restructuring officer, Rite Aid disclosed
$7,650,418,000 in total assets and $8,597,866,000 in total
liabilities.
Judge Michael B. Kaplan oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Cole Schotz, P.C.,
as local bankruptcy counsel, Guggenheim Partners as investment
banker, Alvarez & Marsal North America, LLC as financial, tax and
restructuring advisor, and Kroll Restructuring Administration as
claims and noticing agent.
RIVERSIDE MILK: Creditors to Get Proceeds From Liquidation
----------------------------------------------------------
Riverside Milk, LLC filed with the U.S. Bankruptcy Court for the
District of Colorado a Disclosure Statement to accompany Plan of
Liquidation dated May 21, 2024.
The Debtor is a Colorado limited liability company which owns and
operates a dairy in Morgan County, Colorado. The Debtor is a family
owned milking operation, from a family of dairy farmers.
Riverside determined during the course of this case that it needed
to liquidate. To that end, between the end of February 2024 and
April 18, 2024 it sold off its herd – which at the time consisted
of 356 head of cattle.
Other than the cattle sold prior to the sale order entering, and
the cattle that passed away, the Debtor received the sum of
$549,182.50 from the cattle sales, which funds were sent to
American Ag Credit as per the sale order. American Ag Credit is
holding those funds in a separate account (the "American Ag Credit
Account").
Riverside's Plan provides for the liquidation of its assets to pay
creditor claims. Specifically, Riverside will have until December
31, 2024 to find a third party buyer for the facility it operated
its dairy out of commonly known as a "Parlor" and all the equipment
contained therein (the "Parlor"). The Parlor sits on land owned by
Chapin Dairy Two, LLC ("Chapin Two").
Chapin Two is not a debtor in bankruptcy, but is a related entity
to Riverside with common ownership. The Parlor, and the land it
sits on (the "320 Acres") will be sold together. The first deed of
trust against both is held by American Ag Credit, and the debts are
cross-collateralized.
Riverside, in consultation with American Ag Credit as stated in the
Plan, will pick a broker to sell the Parlor and the 320 Acres
before the Effective Date, and will list the property for sale at a
list price agreed upon by Riverside, the broker, and American Ag
Credit. At every 2 months, Riverside, the broker, and American Ag
Credit will meet to determine if the list price should be
modified.
In the event Riverside is unable to find a buyer for the Parlor and
320 Acres, it will execute a deed in lieu of foreclosure,
transferring those properties to American Ag Credit or American Ag
Credit shall have the unilateral ability to foreclose, with the
Debtor, Chapin, and Chapin Two standing down, wholly subject to the
terms and conditions as more fully stated in the Plan and Chapin
Plan.
Riverside will use some of the funds from the sale of its herd of
cattle to preserve and protect the Parlor and 320 Acres until it is
sold; those funds are held in an account with American Ag Credit
subject to further order from this Court (the "American Ag Credit
Account").
This plan proposes to sell real property owned by Riverside and
real property owned by a related entity, Chapin Dairy Two, LLC.
Among other factors, confirmation of this Plan is subject to, and
predicated on, the consent of Chapin Dairy Two, LLC to the sale of
its real property as identified and described in the Plan. Chapin
Dairy Two, LLC's consent is noted by its signature on the Plan and
it has agreed that any confirmation order shall be binding upon
it.
Class 6 includes the Allowed General Unsecured claims against
Riverside. Allowed unsecured claims will receive two benefits from
the liquidation. First, the sum of $50,000.00 will be distributed
to general unsecured creditors, pro rata from the proceeds of the
sale of the 320 Acres and Parlor, only to the extent the same
occurs. Second, Riverside will waive and release any section 5
claims it might have against allowed general unsecured claims
notwithstanding any sale of the 320 Acres and Parlor. This Class is
impaired.
Class 7 includes the Equity holders in the Debtor. Class 7 is not
expected to receive any benefit from this sale. Provided the
liquidation is insufficient to pay all allowed claims in full,
which Riverside expects to be the case here, the membership
interests will be dissolved.
Riverside will have until December 31, 2024 to sell the Parlor and
320 Acres. In the event that the same does not sell to a third
party by December 31, 2024, Riverside will execute the Riverside
Deed in Lieu to American Ag Credit and/or stand down in a
foreclosure, wholly subject to the terms and conditions more fully
stated in the Plan.
A full-text copy of the Disclosure Statement dated May 21, 2024 is
available at https://urlcurt.com/u?l=y0Gtcg from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Jonathan M. Dickey, Esq.
Kutner Brinen Dickey Riley, P.C.
1660 Lincoln Street, Suite 1720
Denver, CO 80264
Tel:303-832-2400
Email: jmd@kutnerlaw.com
About Chapin Dairy, LLC
Chapin Dairy, LLC owns five properties in Weldona, Colo. valued at
$5.96 million. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-13262) on July
24, 2023. In the petition signed by A. Foy Chapin, manager, the
Debtor disclosed $11,249,082 in assets and $19,303,237 in
liabilities.
Judge Thomas B. Mcnamara oversees the case.
Jeffrey A. Weinman, Esq., at Allen Vellone Wolf Helfrich & Factor,
P.C., is the Debtor's legal counsel.
RJQ COMPANIES: Seeks Cash Collateral Access
-------------------------------------------
RJQ Companies, Inc. asks the U.S. Bankruptcy Court for the Eastern
District of California, Sacramento Division, for authority to use
cash collateral and provide adequate protection, on a final basis.
While there are a number of UCC-1 financing statements filed
regarding the Debtor filed with by the usual opaque nominees there
are in fact only two secured creditors. These are AmeriCredit
Financial Services, Inc. dba GM Financial which holds four secured
claims identified as Classes 1A, IB, 1C and ID. Each claim is
secured by a purchase money security interest on the title of
specific vehicles owned by the Debtor and used in daily operations.
Each claim is current, and the four classes are classified as
unimpaired under the terms of the Plan. The final cash collateral
order proposes to continue making the regular monthly contractual
payments per the original contract between the Debtor and
AmeriCredit Financial Services.
The second secured creditor is ODK Capital LLC. This creditor holds
a UCC-1 Financing Statement recorded November 5,2022 securing an
interest in "Any and all assets of the debtor whether now owned or
hereafter acquired or arising". The Debtor's Amended Schedules
reflect a disputed claim in the amount of $172,192. The current
cash collateral budget proposes to pay $500 per month through June
2024 and then increase the monthly payment to $3,333 monthly prior
to Plan Confirmation and to leave the current lien in place.
Upon Plan confirmation the Plan proposes to pay $ 16,341 per
quarter to ODK Capital LLC until recovery is made on the ERCTC or
the Claim against Third Party at which time 80% of the net recovery
will be paid to Classes One and Two and then to Class Three the
unsecured creditors. The Claim Against Third Party is a deposit
held by a debt resolution company in the amount of $62,643. The
ERCTC claim is in the amount of $444,515 and is a tax credit due
for the continued payment of employees during the pandemic. Because
of the novelty of the ERCTC tax claims and the fact that new
applications and payments have been suspended the date and amount
of payments is uncertain. The total claims filed by Classes One and
Two are $422,077, the quarterly payments proposed by the Plan to
the two secured classes are $28,644. Both secured classes will be
paid in full under the Plan.
A copy of the motion is available at https://urlcurt.com/u?l=OcrOjT
from PacerMonitor.com.
About RJQ Companies
RJQ Companies, Inc. filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 24-20882) on
March 5, 2024, with $500,001 to $1 million in both assets and
liabilities.
Judge Fredrick E. Clement presides over the case.
Stephen M. Reynolds, Esq., represents the Debtor as legal counsel.
RNB MERCHANDISE: Unsecureds to Recover 2% of Claims in Plan
-----------------------------------------------------------
RNB Merchandise, LLC, filed with the U.S. Bankruptcy Court for the
District of South Carolina a Disclosure Statement describing Plan
of Reorganization dated May 21, 2024.
RNB Merchandise, LLC d/b/a A & H Supply, is a South Carolina
limited liability company. Brandon Ruder formed the Debtor on or
about July 6, 2017, as a North Carolina limited liability company,
as the sole member and manager.
Brandon Ruder is the sole Member of the Debtor. Under the Plan of
Reorganization, there is no distribution provided to the equity
holders of the Debtor. The equity holders of the Debtor will
receive no monies; however, the ownership of the Debtor will be
retained by Brandon Ruder.
As a result of inflation, increases in lending costs, and decrease
in sales, the Debtor was not able to continue to pay its debts in a
timely fashion and filed for protection under Chapter 11 of the
U.S. Bankruptcy Code on August 3, 2023.
At the present time, based upon monthly operating reports from
August 2023 through March 2024, the Debtor has an average of about
$733,797.50 in monthly sales and averages about $718,696.50 in
monthly operating expenses (including payments on prepetition
debts, bankruptcy attorney fees and trustee fees), which is
generating a gross revenue of approximately $4,513.38 for payment
towards current unpaid prepetition debts.
On May 15, 2024, BayFirst National Bank filed an objection to the
Motion For Authority to Satisfy Allowed Secured Claim of Amazon
Capital Services, Inc.
As a result of entering into a new commercial property lease,
rejecting various equipment leases, and surrendering secured
collateral, the Debtor is currently operating at a steady monthly
profit even with the payment for quarterly trustee fees and legal
fees associated with being in bankruptcy. Based on the prior
monthly operating reports, the Debtor will be able to pay the
unsecured general creditors who hold a liquidated, non-contingent
claim 2% of their allowed claim amount less accrued interest and
penalties, as set forth in the Plan of Reorganization.
Class 6 consists of General Unsecured Claims. All Claims of general
Unsecured Creditors shall be impaired under the Plan since the Plan
of Reorganization provides for payment of less than 100% of the
allowed claims of Class 6 Unsecured Creditors. Such Class 6 Claims
shall be paid 2% of their allowed Claims without interest on the
first day of the month which is 55 months from the Effective Date
as set forth in this Plan of Reorganization; provided that the
Class 6 Unsecured Creditor resumes business in accordance with the
same terms conditions that were in effect prior to filing
bankruptcy. Class 6 is deemed to be impaired. The allowed unsecured
claims total $62,224.00.
Class 7 consists of Equity Ownership. The Debtor is a South
Carolina limited liability company that is solely owned by Brandon
Ruder. Under this plan there is no distribution provided for the
equity holders of the Debtor. This class will receive no monies;
however, the ownership, by members of this Class shall be retained.
This Class shall be deemed to be not impaired.
The Debtor-in-Possession has already begun undertaking measures in
which to increase profits to successfully fund the plan, and asks
for the cooperation of its creditors in this time of
reorganization.
A full-text copy of the Disclosure Statement dated May 21, 2024 is
available at https://urlcurt.com/u?l=n6dRbw from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Robert A. Pohl, Esq.
POHL, PA
P.O. Box 27290
Greenville, SC 29616
Tel: (864) 233-6294
Fax: (864) 558-5291
Email: Robert@POHLPA.com
About RNB Merchandise
RNB Merchandise, LLC, an internet marketing service provider in
South Carolina, sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.S.C. Case No. 23-02298) on August 3,
2023. In the petition signed by Brandon Ruder, sole member, the
Debtor disclosed up to $50,000 in assets and up to $10 million in
liabilities.
The Debtor tapped Robert Pohl, Esq., at Pohl, PA as legal counsel
and Matt Green as accountant.
ROOFSMITH RESTORATION: Gibbons Named Subchapter V Trustee
---------------------------------------------------------
The U.S. Trustee for Regions 3 & 9 appointed M. Colette Gibbons,
Esq., a practicing attorney in Westlake, Ohio, as Subchapter V
trustee for Roofsmith Restoration, Inc.
Ms. Gibbons will be paid an hourly fee of $400 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Gibbons declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
M. Colette Gibbons, Esq.
Attorney at Law
28841 Weybridge Drive
Westlake, OH 44145
Phone: (216) 798-6940
Email: colette@mcgibbonslaw.com
About Roofsmith Restoration
Roofsmith Restoration, Inc. is a roofing, siding, insulation, and
gutter company/contractor specializing in roof replacement,
restoration, and repair.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-50743) on May 20,
2024. In the petition signed by Michael Farist, president and chief
executive officer, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Alan M. Koschik oversees the case.
Marc B. Merklin, Esq., at Brouse McDowell, LPA, represents the
Debtor as legal counsel.
ROSEN FAMILY: Seeks to Hire Calaiaro Valencik as Legal Counsel
--------------------------------------------------------------
Rosen Family Law Group, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to employ Calaiaro
Valencik as legal counsel.
The firm will provide these services:
(a) prepare the bankruptcy petition and attendance at the
meeting of creditors;
(b) represent the Debtor in relation to negotiating an
agreement on cash collateral;
(c) represent the Debtor in relation to acceptance or
rejection of executory contracts;
(d) advise the Debtor regarding its rights and obligations
during the Chapter 11 case;
(e) represent the Debtor in relation to any motions to convert
or dismiss this Chapter 11;
(f) represent the Debtor in relation to any motions for relief
from stay filed by any creditors;
(g) prepare the plan of reorganization;
(h) prepare any objection to claims in the Chapter 11; and
(i) represent the Debtor in general.
The hourly rates of the firm's counsel and staff are as follows:
Donald R. Calaiaro, Partner $425
David Z. Valencik, Partner $375
Andrew K. Pratt, Partner $325
Paralegals $100
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer in the amount of $6,000.
Mr. Calaiaro 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:
Donald R. Calaiaro, Esq.
Calaiaro Valencik
938 Penn Avenue, Suite 501
Pittsburgh, PA 15222-3708
Telephone: (412) 232-0930
Facsimile: (412) 232-3858
Email: dcalaiaro@c-vlaw.com
About Rosen Family Law Group
Rosen Family Law Group, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 24-21292) on May
24, 2024, listing under $1 million in both assets and liabilities.
Donald R. Calaiaro, Esq., at Calaiaro Valencik represents the
Debtor as legal counsel.
RUBIO'S RESTAURANTS: Files for Chapter 11 to Facilitate Sale
------------------------------------------------------------
Rubio's Restaurants, Inc. a fast casual restaurant chain
specializing in coastal Mexican food, best known for its
award-winning Original Fish Taco(R), on June 5 disclosed that it
has filed for reorganization under Chapter 11 of the U.S.
Bankruptcy Code. The company is taking this action to facilitate
the sale of the business. The Company has 86 locations in
California, Arizona and Nevada that will continue normal
operations.
Like the restaurant industry overall, Rubio's has been negatively
affected over the past few years by diminishing in-store traffic
attributable to work-from-home practices remaining in place, and by
rising food and utility costs that, combined with significant
increases to the minimum wage in California, put pressure on a
number of its locations.
"Rubio's Coastal Grill is one of the legendary fast casual chains
with a strong and loyal customer following in its communities,"
said Nicholas Rubin, Chief Restructuring Officer of Rubio's Coastal
Grill. "Despite the Company's best efforts to right-size the
company, the continued challenging economic conditions have
negatively impacted its ability to meet the demands of its debt
burden. The Company believes the best path forward for Rubio's is
through a court-supervised sale process that will position the
brand for long-term success to grow and flourish."
Mr. Rubin said that the Company has a commitment from its existing
lender to provide debtor-in-possession (DIP) financing and has more
than adequate liquidity to meet all its operating needs during the
sale process.
The Company will be entering into a stalking horse purchase
agreement to sell its business as a going concern to an entity
formed and controlled by its existing lender. Pursuant to Section
363 of the Bankruptcy Code, Rubio's also will be filing a motion
for the implementation of bidding procedures to allow other
companies the opportunity to submit bids through a Court-supervised
process to purchase the assets being sold. The Company anticipates
the sale transaction will be completed within 75 days. Hilco
Corporate Finance is being retained to conduct a sale process under
the bid procedures, pursuant to which Hilco Corporate Finance will
seek higher or better offers from prospective bidders interested in
purchasing the business.
The Company will be filing customary motions in the Chapter 11
cases, seeking court approval to continue operations during the
sale process. These motions, subject to court approval, will ensure
continued payment of employee wages and benefits, continued
customer programs and other relief.
Daily operations at 86 Rubio's restaurants in California, Arizona
and Nevada will continue with business as usual. Guests can enjoy
the same fresh, delicious, coastal-inspired food they have come to
expect from Rubio's Coastal Grill for years to come. All gift cards
and rewards will be honored.
Co-founder Ralph Rubio, the iconic face and guiding force behind
the company's popular menu items, will continue with the company
and will provide his usual inspiration and energy going forward.
On June 1, Rubio's closed 48 underperforming locations in
California -- 13 in the San Diego area, 24 in the Los Angeles area
and 11 in northern California.
"Making the decision to close a store is never an easy one," the
Company said in a statement. "While painful, the store closures are
a necessary step in our strategic long-term plan to position
Rubio's for success for years to come. The closings were brought
about by the rising cost of doing business in California."
Court filings and other documents related to the restructuring are
available on a separate website administered by the Company's
claims agent, Stretto, Inc. at https://cases.stretto.com/Rubios.
Stakeholders with questions can call 855.316.2464 (toll-free) or
714.716.1950 (international).
Proposed advisors to the Company are Raines Feldman Littrell LLP
led by Hamid Rafatjoo as legal counsel, Force Ten Partners with
Nicholas Rubin as the proposed Chief Restructuring Officer and
Brian Weiss leading the restructuring advisory services, Hilco
Corporate Finance as investment bank, led by Teri Stratton, and
Strick Company as strategic communications advisor to the Company.
About Rubio's Coastal Grill
Rubio's Coastal Grill, formerly known as Rubio's Fresh Mexican
Grill -- http://www.rubios.com/-- is a fast casual "Fresh Mex" or
"New Mex" restaurant chain specializing in Mexican food, with an
emphasis on fish tacos. Rubio's began as a walk-up taco stand in
Mission Bay in 1983. Headquartered in Carlsbad, Calif., Rubio's
Restaurants, Inc., and its affiliates are operators and franchisors
of 170 limited service restaurants in California, Arizona, and
Nevada under the Rubio's Coastal Grill concept.
Rubio's Restaurants, Inc., doing business as Rubio's Coastal Grill
and Rubio's Fresh Mexican Grill, along with its affiliates, sought
Chapter 11 protection (Bankr. D. Del. Case No. 20-12688) on Oct.
26, 2020.
Rubio's Restaurants was estimated to have $50 million to $100
million in assets and $100 million to $500 million in liabilities.
The Hon. Mary F. Walrath is the case judge.
The Debtors tapped ROPES & GRAY LLP as bankruptcy counsel; YOUNG
CONAWAY STARGATT & TAYLOR, LLP, as Delaware counsel; MACKINAC
PARTNERS LLC as restructuring advisor; and GOWER ADVISERS as
investment banker. B. RILEY FINANCIAL, INC., is the real estate
advisor. STRETTO is the claims agent.
RX DISCOUNT: Court OKs Cash Collateral Access Thru June 30
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky,
London Division, authorized R/X Discount Pharmacy, Inc. to use cash
collateral, on an interim basis, in accordance with the budget,
with a 10% variance, through June 30, 2024.
Alpine Advance 5 LLC, Expert Funding, Funding Metrics, LLC, Peoples
Bank & Trust Company, Pinnacle Advances Corp., QFS Capital, LLC,
U.S. Small Business Administration, Thriveway Funding Group LLC,
Mr. Advance, Kapitus, LLC, Capybara Capital, LLC, Forest Capital
Group, OnDeck Capital, and other unidentified creditors may claim
an interest in Cash Collateral pursuant to UCC1 financing
statements filed of record with the Kentucky Secretary of State
and/or merchant cash advance agreements that that encumber
accounts, accounts receivables, and receipts, amongst other
personal property.
As adequate protection for any diminution in the value of the Cash
Collateral Creditors' interests in the cash collateral, the Cash
Collateral Creditors are granted liens, upon the property of the
Debtors in the priority as existed as of the Petition Date, subject
only to any valid and enforceable, perfected, and non-avoidable
liens of other secured creditors. The Cash Collateral Creditors do
not waive their right to request and receive additional adequate
protection from the Debtors, including but not limited to, monthly
adequate protection payments.
Cardinal Health 110, LLC is a unique Cash Collateral creditor as it
provides substantially all inventory used by the Debtors to conduct
their business. Accordingly, the Debtors will collectively make a
monthly adequate protection payment to Cardinal in the amount of
$5,000, beginning on or before June 1, 2024 and continuing on the
1st day of each subsequent month, pending future court orders.
Cardinal will fill future orders from the Debtors and accept
next-day EFT payment for such orders, subject to the following
daily limits: Hazard - $10,000; McKee - $15,000; Manchester -
$12,000; provided, however, that should any EFT payment be
dishonored, Cardinal will not release any order until the returned
payment is made and the Debtors will be required to pay for future
orders via the prepaid wire transfer of funds. The Debtors will
provide weekly variance reports to Cardinal, and Cardinal will
provide weekly reconciliation reports to the Debtors.
The Replacement Liens granted will be deemed effective, valid, and
perfected as of the Petition Date without the necessity of the
filing or lodging by or with any entity of any documents or
instruments otherwise required to be filed or lodged under
applicable non-bankruptcy law.
The Replacement Liens will be junior to the Debtors' obligations to
pay allowed administrative expense claims in the event the case
converts to a case under Chapter 7.
A further hearing on the matter is set for June 17, 2024 at 10
a.m.
A copy of the order is available at https://urlcurt.com/u?l=iPblc1
from PacerMonitor.com.
About RX Discount Pharmacy Inc.
RX Discount Pharmacy Inc. is an Community/Retail Pharmacy based out
of Mckee, Kentucky.
RX Discount Pharmacy Inc. sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Ky. Case No.
Case No. 24-60405) on May 1, 2024. In the petition signed by
Richard K. Slone, as president, the Debtor reports estimated assets
up to $50,000 and estimated liabilities between $1 million and $10
million.
Judge Gregory R. Schaaf oversees the case.
The Debtor is represented by Dean A. Langdon, Esq. at DelCotto Law
Group PLLC.
SABERT CORP: Moody's Rates Repriced 1st Lien Term Loan 'B2'
-----------------------------------------------------------
Moody's Ratings assigned a B2 rating to Sabert Corporation's
repriced backed senior secured first lien term loan B. At the same
time, Moody's affirmed Sabert's corporate family rating at B1 and
probability of default rating at B1-PD. The B1 rating on the
existing backed senior secured first lien term loan has been
reviewed in the rating committee and remains unchanged. The outlook
was changed to positive from stable.
The B2 rating on the proposed repriced first lien term loan
reflects the reduction in expected recovery of the instrument
following the proposed upsize of the higher-priority ABL facility
to $140 million from $120 million combined with the ongoing
repayments made on the term loan principal outstanding. The B1
rating on the existing senior secured first lien term loan remains
unchanged, as Moody's expects to withdraw the rating following
close of the transaction.
"The positive outlook reflects Sabert's earnings growth and further
debt reduction of over $100 million in the last twelve months ended
March 31, 2024, which has resulted in a reduction in leverage to
below 3.0x debt/EBITDA," said Nirali Patel, Lead Analyst. "The
outlook further reflects Moody's expectation for continued ample
free cash flow generation and maintenance of leverage near the
company's financial leverage target of 3.0-3.5x debt/EBITDA
(unadjusted)."
The rating affirmation reflects Sabert's resilient volumes and new
business wins, which will support topline growth in the second half
of 2024 and through 2025. Improved plant performance has supported
expanding margins and profitability, supporting free cash flow
generation and credit metrics.
RATINGS RATIONALE
Sabert's credit quality is supported by its substrate
diversification into paper and plastic packaging and expansion of
its pulp-based packaging to meet increasing demand for alternatives
to plastic packaging. It is also supported by long-term
relationships with customers and some geographic diversification to
Europe and Asia. The company can pass through raw material costs
through contracts in most of its business, albeit with time lag.
These credit strengths are counterbalanced with the company's
credit weaknesses, including its moderate scale, high customer
concentration and exposure to raw materials costs, mostly plastic
resin prices. The company is also exposed to key person risk
related to its founder, Albert Salama, who owns 100% of the
company. Although the company's end markets, including
supermarkets, food processors, national casual dining chains,
independent restaurants and quick service restaurants, are
considered largely stable, a more uncertain macroeconomic outlook
along with softer demand could also restrain profit given the
inflationary environment.
Despite the long tenure and operational know-how of Sabert's
management team, it remains to be seen whether the company would
maintain its current financial policy in the event of a change in
ownership from its current owner, Albert Salama. Having a clearer
succession plan with respect to the future control of the company
would reduce the risk of sudden and fundamental change in the
company's financial policy.
Moody's projects the company to have good liquidity for the next
12-18 months, supported by Moody's expectations of positive free
cash flow generation and sufficient availability under its $140
million asset-based revolver due in December 2026. Moody's expect
the company to refinance the revolver in a timely manner.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could consider upgrading the rating if Sabert increases
scale and end-market diversity, demonstrates further earnings
growth and debt reduction while maintaining the following credit
metrics: debt/EBITDA below 4.0x, free cash flow/debt above 5%,
EBITDA/interest expense coverage above 3.5x, and EBITDA margin
above 20%.
Moody's could downgrade the company's rating if the operating and
competitive environments deteriorate. Specifically, the ratings
could be downgraded if debt/EBITDA remains above 5.0x,
EBITDA/interest is below 3.0x or if the company fails to generate
free cash flow. Moody's could also downgrade the company if there
is evidence of a more aggressive financial policy.
Headquartered in Sayreville, NJ, Sabert Corporation is a
manufacturer of plastic and fiber-based packaging for food and food
service. Sabert is privately owned by its founder Albert Salama.
The company recorded about $1 billion of sales in the last twelve
months ended March 31, 2024.
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers published in
December 2021.
SABERT CORP: S&P Upgrades ICR to 'B+' on Further Debt Repayment
---------------------------------------------------------------
S&P Global Ratings raised our issuer credit rating on Sabert
Corp.to 'B+' from 'B' and revised the outlook to stable from
positive.
S&P said, "At the same time, we raised our issue-level rating on
Sabert's first-lien term loan to 'BB-' from 'B+' and affirmed the
'2' recovery rating. The '2' recovery rating indicates our
expectation for substantial (70%-90%; rounded estimate: 80%)
recovery in the event of a default.
"The stable outlook on Sabert reflects our expectation that the
company will continue to generate EBITDA margins above 20% and
maintain prudent financial policies, resulting in S&P Global
Ratings-adjusted debt to EBITDA between 2.75x and 3x through
2025."
The upgrade reflects stronger credit measures following several
years of debt reduction. Since the end of 2021, Sabert has reduced
its total reported debt nearly $185 million, to $522.7 million as
of March 31, 2024. This reduction was largely due to the $234
million repayment of its first-lien term loan, partially offset by
a $40 million increase in borrowings under its ABL facility. During
the same period, Sabert has dramatically improved its EBITDA and
cash flows. Over the last two years, the company has benefitted
from the contractual pass-through of higher material costs and both
market- and out-of-market price increases. In 2023, the company
reported record EBITDA, partially due to favorable price-cost
spread. In addition to its pricing strategy, Sabert exited certain
lower-margin business and focused its efforts on improving its
plant performance and reducing costs through investments in
in-sourcing and automation. The combination of these actions has
strengthened Sabert's credit measures, with S&P Global
Ratings-adjusted debt to EBITDA declining to 2.7x as of March 31,
2024, compared with 7.0x at the end of 2021.
S&P said, "Despite challenging market conditions, we expect Sabert
to maintain S&P Global Ratings-adjusted EBITDA margins above 20%.
Volumes continued to decline in the first quarter of 2024, although
at a slower pace than the previous two quarters. Demand remained
soft as consumers contend with persistent inflation and higher food
prices, trading down to lower cost meal options. Overall volumes
decreased about 3.7% in 2023 and remained lower, down 4.2%, in the
first quarter. Despite the decrease in volumes, EBITDA has remained
strong. In 2023, Sabert improved its EBITDA margins and grew
EBITDA, driven by favorable price-cost spread, improved plant
performance, and cost reduction initiatives. While we expect EBITDA
will decline in 2024, as the company continues to pass-through
lower material costs to its customers, shrinking its positive
price-cost spread, we believe the company will continue to generate
EBITDA margins above 20%. We also believe volumes and net sales
will improve sequentially through the remainder of the year,
supported by both product launches and new business wins.
"The stable outlook on Sabert reflects our expectation that the
company will continue to generate EBITDA margins above 20% and
maintain prudent financial policies, resulting in S&P Global
Ratings-adjusted debt to EBITDA between 2.75x and 3x through
2025."
S&P could lower its rating on Sabert if:
-- Leverage rises above 5x. S&P believes this could occur if
macroeconomic headwinds and inflationary pressures cause consumer
demand to weaken and volumes to decline. This could also occur if
the company's positive price-spread contracts such that EBITDA and
cash flow decline below our base case;
-- It adopts a more aggressive financial policy, pursuing large
debt-funded dividends or acquisitions; or
-- It fails to address its December 2026 debt maturities in a
timely manner.
S&P could raise its rating on Sabert if:
-- The company significantly broadens the scale and scope of its
operations while maintaining its solid EBITDA margins and leverage
below 3x; and
-- It addresses its December 2026 debt maturities.
SEMINOLE HARD: Moody's Affirms 'B1' CFR, Outlook Remains Stable
---------------------------------------------------------------
Moody's Ratings affirmed Seminole Hard Rock Entertainment, Inc.'s
B1 Corporate Family Rating, B1 backed senior Secured Bank Credit
Facilities Ratings, and B2-PD Probability of Default Rating. The
outlook remains stable.
The affirmation of Seminole Hard Rock's ratings with stable outlook
reflects Moody's expectation that the company's debt/EBITDA will
remain elevated in the next twelve to eighteen months as it
proceeds with the redevelopment of the Mirage Hotel and Casino from
July 17, 2024 through 2027 to rebrand it 'Hard Rock Las Vegas'. The
company's credit profile also benefits from its ownership by the
Seminole Tribe of Florida (the Tribe, Baa2 stable), which provides
a payment guarantee on Seminole Hard Rock's senior secured credit
facility.
RATINGS RATIONALE
Seminole Hard Rock's B1 Corporate Family Rating reflects its
geographic diversification, Hard Rock's global brand recognition,
and the Tribe's ownerships and guarantee. The Tribe provides
payment guarantee on Seminole Hard Rock's senior secured credit
facility, which reduces Seminole Hard Rock's default risk and
improves its financial flexibility as the Tribe has demonstrated
willingness and ability to provide financial support. Seminole has
received a considerable amount of cash contributions from the Tribe
for acquisitions and operations to date. Most recently, it received
$1 billion capital contribution from the Tribe to acquire the
operations of the Mirage Hotel and Casino, which it leases from
VICI Properties L.P. (VICI, Ba1 positive).
Seminole Hard Rock expects to close the Mirage Hotel and Casino for
renovation from July 17, 2024 through 2027 to rebrand it 'Hard Rock
Las Vegas'. The Tribe and third party financing will jointly fund
the redevelopment project costs. Nonetheless, Moody's expects
Seminole Hard Rock's leverage to remain elevated in the next few
years because of its lower revenues and EBITDA while the property
is closed for renovation.
Seminole Hard Rock's ratings are constrained by its high leverage,
modest size in terms of revenues, and earnings concentration in the
casual dining segment, which remains vulnerable to consumer
discretionary income and broader economic trends.
The stable outlook reflects the company's adequate liquidity and
the lack of near term debt maturities. Seminole Hard Rock had
approximately $219.8 million of unrestricted cash and a fully
available revolver of $25 million at December 31, 2023. Moreover,
Moody's expects that any rent, operating expense shortfalls,
maintenance or development capital expenditures relating to Hard
Rock Las Vegas will be funded by the Tribe and third party
financing. Its next debt maturity is in March 2028 when the $525
million term A loans mature. The revolver will also expire in March
2028.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if the company generates strong and
consistent positive free cash flow and debt/EBITDA declines below
5.0x. An upgrade of the parent's ratings would also create upward
ratings pressure on Seminole Hard Rock's ratings and outlook.
Ratings could be downgraded if the parent's ratings are downgraded
or parental support weakens. Ratings could also be downgraded if
liquidity deteriorates or debt/EBITDA approaches 10x.
Seminole Hard Rock Entertainment, Inc. commenced operations on
March 5, 2007, when Seminole Tribe of Florida (the "Tribe")
completed the purchase of the Hard Rock business. The Tribe is the
ultimate parent of Seminole Hard Rock Entertainment, Inc. Seminole
Hard Rock Entertainment, Inc. owns and operates Hard Rock branded
casinos, hotels, and cafes globally. The company generated
approximately $1,610.7 million of revenue for the LTM March 31,
2024.
The principal methodology used in these ratings was Gaming
published in June 2021.
SERENE DISTRICT: July 19 Bid Deadline for Wylie Property
--------------------------------------------------------
Hilco Real Estate Sales announced July 19, 2024 as the bid deadline
for the bankruptcy sale of a 4.2+/- acre parcel of land along Texas
Highway 78 in Wylie, Texas. The land is already leveled with
existing residential plans included in the sale.
Located in the northeastern suburbs of Dallas, this shovel-ready
property is ideally suited for the construction of 34 luxury
townhomes, with plans featuring a mix of 3 bed/3 bath and 3 bed/2.5
bath units, each equipped with attached two-car garages. The
proposed neighborhood includes a community center, pool, and
recreational sports space, all situated along the banks of Maxwell
Creek.
This parcel offers significant visibility and accessibility as the
first property visible when entering Wylie on TX-78 from Dallas.
While current plans are focused on residential development, the
City of Wylie is also open to commercial development proposals,
providing flexibility for various potential future uses. This
adaptability makes the property particularly attractive as the
Dallas-Fort Worth Metropolitan Statistical Area (MSA) continues its
rapid expansion, benefiting neighboring cities like Wylie.
Wylie, Texas, one of the fastest-growing communities in Collin
County, boasts a population of 61,078, reflecting a 6.2% increase
since the 2020 census and a remarkable 230% growth since 2000. As
part of the largest MSA in the southern United States, Wylie
benefits from its proximity to numerous Fortune 500 companies
headquartered in the Dallas-Fort Worth area, including AT&T,
Southwest Airlines, AECOM and American Airlines. Notably, Wylie is
attracting corporate attention with Sanden International's recent
establishment of North America's first electric vehicle AC
compressor line in town. This $25 million factory is poised to
support the burgeoning electric vehicle market and bolster the
local economy. Additionally, Collin County has experienced a 3.55%
increase in home values from 2023 to 2024, up to $602,134 from
$581,499 in 2023. The community's continued growth underscores its
strong investment potential.
Steve Madura, senior vice president at Hilco Real Estate, states,
"This prime parcel in Wylie represents a remarkable opportunity for
developers and investors. The combination of shovel-ready status,
flexible development options, and strategic location within the
rapidly growing Dallas-Fort Worth MSA makes this property
exceptionally desirable."
The sale is being conducted by Order of the U.S. Bankruptcy Court
Eastern District of Texas (Sherman), Bankruptcy Petition No.
24-40749, In re: Serene District Townhomes, LLC. Bids must be
received on or before the deadline of July 19 at 5 p.m. (CT) and
must be submitted on the Purchase and Sale Agreement available for
review and download from Hilco Real Estate Sales's website.
Interested buyers should review the requirements in order to
participate in the bankruptcy sale process available on Hilco Real
Estate Sales's website. For further information, please contact
Chet Evans at (847) 418-2702 or cevans@hilcoglobal.com and Steve
Madura at (203) 561-8737 or smadura@hilcoglobal.com.
For further information on the property, sale process, and terms or
to obtain access to due diligence documents, please visit
HilcoRealEstateSales.com or call (855) 755-2300.
About Hilco Real Estate Sales
Successfully positioning the real estate holdings within a
company's portfolio is a material component of establishing and
maintaining a strong financial foundation for long-term success. At
Hilco Real Estate Sales (HRE), a Hilco Global company
(HilcoGlobal.com), the firm advises and executes strategies to
assist clients seeking to optimize their real estate assets,
improve cash flow, maximize asset value and minimize liabilities
and portfolio risk. It helps clients traverse complex transactions
and transitions, coordinating with internal and external networks
and constituents to navigate ever-challenging market environments.
The trusted, full-service HRE team has secured billions in value
for hundreds of clients over 20+ years. It is deeply experienced in
complex transactions including artful lease renegotiation,
multi-faceted sales structures, strategic asset management and
capital optimization. It understands the legal, financial, and real
estate components of the process, all of which are vital to a
successful outcome. HRE can help identify the most viable options
and direction for a company and its real estate portfolio,
delivering impressive results in every situation.
About Serene District Townhomes
Serene District Townhomes, LLC is a Single Asset Real Estate debtor
(as defined in 11 U.S.C. Section 101(51B)). The Debtor is the owner
of the real property located at 2701 S. Highway 78, Wylie Texas
valued at $3 million.
Serene District Townhomes filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. E.D. Tex. Case No.
24-40749) on April 1, 2024. In the petition signed by Ryan Cole,
managing member, the Debtor disclosed $3,000,000 in assets and
$1,485,500 in liabilities.
DeMarco Mitchell, PLLC serves as the Debtor's counsel.
SKC PROPERTIES: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The U.S. Trustee for Region 15 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of SKC Properties, LLC.
About SKC Properties
SKC Properties, LLC is primarily engaged in renting and leasing
real estate properties.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Hawaii Case No. 24-00405) on April 29,
2024. In the petition signed by Sharon S. Lawler, member, the
Debtor disclosed up to $50 million in both assets and liabilities.
Judge Robert J. Faris oversees the case.
Choi & Ito represents the Debtor as legal counsel.
ST. CHRISTOPHER'S: Appointment of Creditors' Committee Sought
-------------------------------------------------------------
A group of sex abuse claimants is seeking the appointment of an
official committee of unsecured creditors in the Chapter 11 cases
of welfare organizations St. Christopher's, Inc. and The McQuade
Foundation.
In a motion filed with the U.S. Bankruptcy Court for the Southern
District of New York, the group's attorney said a Subchapter V
trustee cannot adequately represent the interests of sex abuse
claimants in St. Christopher's' and McQuade's bankruptcy cases.
"Although filed under Subchapter V, these will not be simple
proceedings. Chapter 11 cases filed because of sexual abuse claims
are inherently complex," Ilan Scharf, Esq., at Pachulski Stang
Ziehl & Jones, LLP, said.
"In light of the inherently complex issues that will arise in these
proceedings, it is critical that [sex abuse] survivors proceed
through a committee to act as their fiduciary," the attorney said
in a motion filed in court.
Mr. Scharf also said that both welfare organizations may need to
negotiate or litigate with multiple law firms without a committee.
"The [sex abuse] survivors would not be adequately represented as a
constituency if individual groups of [sex abuse] survivors are
forced to participate in a balkanized process," the attorney said,
adding that a balkanized process, in which individual or small
groups of sex abuse survivors negotiate independently with the
welfare organizations, will be more expensive.
St. Christopher's and McQuade filed their bankruptcy cases
primarily because of liability to the survivors of childhood sexual
abuse bringing cases under New York's Child Victim Act (CVA).
Beginning on Feb. 14, 2019, the CVA opened a "window" to allow
survivors of childhood sexual abuse to file claims that had been
time-barred under New York's statute of limitations against
perpetrators of abuse and entities responsible for the
perpetrators.
There are 30 pending CVA actions against the welfare organizations,
which are all in the pre-trial stages.
McQuade's only general unsecured liabilities are amounts due to sex
abuse survivors in the pending CVA actions, which, currently, are
contingent, unliquidated, and disputed. McQuade lists no claims
other than eight claims asserted by the sex abuse survivors while
St. Christopher's lists less than $2 million of claims.
About St. Christopher's
St. Christopher's, Inc. is a residential treatment center providing
services to children with special needs. It empowers children and
youth with special needs with the social emotional coping skills
and strengths they need -- and the healthcare, mental health and
social support services they require -- to enter adulthood
confident and equipped to meet life's challenges and
opportunities.
St. Christopher's and The McQuade Foundation filed petitions under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 24-22373) on April 29, 2024. Heidi Sorvino, Esq., at
White and Williams, LLP serves as Subchapter V trustee.
At the time of the filing, St. Christopher's reported $10 million
to $50 million in assets and $1 million to $10 million in
liabilities while McQuade reported $1 million to $10 million in
both assets and liabilities.
Judge Sean H. Lane presides over the cases.
Janice B. Grubin, Esq., at Barclay Damon, LLP represents the
Debtors as legal counsel.
STRATEGIC PORK: Mary Sieling Named Subchapter V Trustee
-------------------------------------------------------
The Acting U.S. Trustee for Region 12 appointed Mary Sieling as
Subchapter V trustee for Strategic Pork Solutions, LLC.
Ms. Sieling will be paid an hourly fee of $330 for her services as
Subchapter V trustee and an hourly fee of $200 for paralegal time,
and will be reimbursed for work-related expenses incurred.
Ms. Sieling declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Mary F. Sieling
150 South Fifth Street, Suite 3125
Minneapolis, MN 55402
Email: mary@mantylaw.com
About Strategic Pork Solutions
Strategic Pork Solutions, LLC owns three properties in Minnesota
having a total current value of $887,000.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Minn. Case No. 24-31355) on May 23,
2024, with $1,092,000 in assets and $3,442,545 in liabilities.
Steve Hargis, president, signed the petition.
Judge Katherine A. Constantine presides over the case.
David C. McLaughlin, Esq., at Fluegel Anderson McLaughlin & Brutlag
serves as the Debtor's counsel.
SYNAPSE FINANCIAL: Court OKs Appointment of Chapter 11 Trustee
--------------------------------------------------------------
Judge Martin Barash of the U.S. Bankruptcy Court for the Central
District of California approved the appointment of Jelena
McWilliams as Chapter 11 trustee for Synapse Financial
Technologies, Inc.
The appointment comes upon the application filed by Peter Anderson,
the U.S. Trustee for Region 16, to appoint a bankruptcy trustee in
Synapse Financial's Chapter 11 case.
A copy of the appointment order is available for free at
https://urlcurt.com/u?l=Zd9grR from PacerMonitor.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 in 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.
TAPATIO KISSIMMEE: Unsecureds Will Get 100% of Claims over 5 Years
------------------------------------------------------------------
Tapatio Kissimmee, Inc., filed with the U.S. Bankruptcy Court for
the Middle District of Florida a Plan of Reorganization under
Subchapter V dated May 21, 2024.
The Debtor has been engaged in the restaurant business for nearly
11 years, at 1804 Wewst Vine Street, Kissimmee, Florida 34741. The
company operates a Mexican restaurant under the name El Tapatio.
The reasons for filing Chapter 11 was due to the United States
Department of Labor directed the Debtor demanding the $392,883.54
be paid to the employees no later than February 29, 2024.
Unfortunately, the Debtor found it to be an impossible task to pay
nearly $400,000 over such a short period of time.
Since this case was filed, the Debtor has continued to operate its
business successfully, and believes that the amount needed to fund
the plan is realistic and the Debtor should be able to make the
projected plan payments in the ordinary course of its business.
Class 3 consists of Unsecured Non-Priority Creditors. The allowed
unsecured claims total $338,181.23. The allowed unsecured claimants
will the stated amounts without interest, over 5 years with
payments being made each month, commencing in Month 1 of the Plan.
Where a conflict exists between the amount the claim was scheduled
for, the amount of the claim, as filed, and the amount set forth in
this Chapter 11 Plan, the amount of the claim, as provided for in
this Plan will control, unless the Court determines some other
amount is due and owing. Then the amount allowed by the Court shall
control. The first payment will begin 30 days after the effective
date of the plan. The unsecured dividend anticipated is 100%
dividend.
Class 4 consists of the shareholder, who owns the shares in the
Debtor as issued or authorized in the Debtor. At the time of filing
the case, Oscar Perez was the sole shareholder of the Debtor. His
equity or interest in the Debtor that existed as of the Petition
date remains post-confirmation to the same extent, validity, and
priority as it existed pre-petition.
The Debtor will fund the Plan from the operation of the business,
including its general sales income and cash flow and future income
over five years. The plan will be implemented by payments,
beginning on the effective date of the Plan.
A full-text copy of the Subchapter V Plan dated May 21, 2024 is
available at https://urlcurt.com/u?l=wNT268 from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Lawrence M. Kosto, Esq.
Kosto & Rotella, PA
619 East Washington Street
P.O. Box 113
Orlando, FL 32802
Telephone: (407) 425-3456
Facsimile: (407) 423-9002
Email: lkosto@kostoandrotella.com
About Tapatio Kissimmee
Tapatio Kissimmee, Inc., operates a Mexican restaurant under the
name El Tapatio.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01634) on April 2,
2024, with $100,001 to $500,000 in assets and liabilities.
Judge Tiffany P. Geyer presides over the case.
Lawrence M. Kosto at Kosto & Rotella, PA represents the Debtor as
legal counsel.
TEGNA INC: Moody's Affirms 'Ba3' CFR & Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Ratings affirmed TEGNA Inc.'s ("TEGNA" or the "company")
Ba3 Corporate Family Rating, Ba2-PD Probability of Default Rating
and Ba3 ratings on the senior unsecured notes residing at TEGNA and
Belo Corp. (a wholly owned subsidiary), whose debts were assumed by
TEGNA. The SGL-1 Speculative Grade Liquidity rating is unchanged.
The outlook was revised to negative from stable.
RATINGS RATIONALE
The affirmation of the CFR reflects Moody's expectation that
TEGNA's operating performance, debt protection measures and
liquidity will remain consistent with a Ba3 credit profile over the
rating horizon. This is supported by the company's scale as the
nation's largest independent station group owner of "Big Four"
(NBC, CBS, ABC and FOX) broadcast network affiliates in the
country's top 25 markets, reaching approximately 39% of US
television households. TEGNA is the largest NBC affiliate group and
third largest CBS affiliate group. Notwithstanding the EBITDA boost
from this year's inflow of political advertising revenue, Moody's
expects TEGNA's financial leverage will rise to 3.3x by the end of
2024 and 3.7x in 2025 from 3x at LTM March 31, 2024 (metrics are
Moody's adjusted on a two-year average EBITDA basis), albeit remain
in the bounds for the CFR.
The negative outlook embeds Moody's expectation that TEGNA will
prioritize returning a majority of its excess cash flow in 2024-25
to shareholders rather than reducing debt at a time when the
company's core revenue is experiencing decelerating growth,
advertising demand remains volatile, linear TV core ad revenue is
muted and retransmission revenue growth is slowing. Following the
new $650 million share repurchase program approved in December 2023
(expires December 2025), in February 2024 the company announced
that 40%-60% of free cash flow (FCF) generated over the next two
years will be returned to shareholders with roughly $350 million
expected to be returned in 2024 via share repurchases and
dividends. Though Moody's expects TEGNA's liquidity and credit
metrics will remain consistent for the CFR, the negative outlook
embeds the potential for downside risk to Moody's leverage forecast
arising from lower-than-expected EBITDA that could stem from the
structural pressures in TEGNA's core revenue. Hence, the negative
outlook considers the risk of higher-than-expected leverage.
TEGNA's Ba3 CFR reflects the company's national reach and strength
of the company's operations coupled with moderate financial
leverage and credit protections measures appropriate for the
ratings. TEGNA's material scale in local broadcast, diverse
affiliate mix, high quality of its stations and lead rankings for
the designated market areas (DMAs) in which it operates positions
the company to capture sticky advertising spend across its markets,
despite secular pressures in linear TV core advertising. The
ratings consider TEGNA's very good liquidity position, with sizable
cash balances coupled with solid FCF generation that increases
materially from the influx of political ad revenue during election
years. Though the company has been acquisitive in the past, Moody's
does not expect material M&A going forward given that TEGNA has
reached the 39% FCC regulatory cap for US television household
coverage. This year, Moody's expects a majority of excess cash will
be returned to shareholders via share repurchases and dividends,
which is factored in the negative outlook.
The Ba3 CFR is constrained by TEGNA's exposure to advertising
revenue, which is inherently cyclical, as well as the ongoing
structural decline in linear TV core advertising as non-political
TV advertising budgets continue to erode in favor of digital media,
which continues to gain share. Additionally, TEGNA's retransmission
revenue growth will be challenged over the medium-to-long term
because the rate of traditional subscriber losses is expected to
outpace annual escalators in non-contract renewal years, offsetting
the material fee increases occurring at the time of contract
renewal. While the industry's total subscriber attrition is in the
mid-to-high single digit percentage range supported by subscriber
growth from virtual multichannel video programming distributors
(vMVPDs), Moody's expects cord-cutting will continue to accelerate
in the low-to-mid teens percentage region for traditional cable and
satellite pay-TV providers. This means that visibility remains low
for retransmission revenue increases. While TEGNA's national reach
and strong DMAs offer some protection, retransmission revenue
growth will be muted and more dependent on rate increases when
distribution contracts renew.
Over the next 12-18 months, Moody's expects TEGNA will maintain
very good liquidity (SGL-1 Speculative Grade Liquidity). At March
31, 2024, LTM FCF (defined by Moody's as cash flow from operations
less capex less dividends, including Moody's standard adjustments
for pensions, operating leases and intangible assets) totaled $382
million, cash and cash equivalents were approximately $431 million,
and $737.3 million was available under the unrated $750 million
revolving credit facility (RCF) due 2029. Last year, FCF totaled
$453 million (compared to $682 million in 2022, the last election
year) and was pressured due to slowing growth in advertising and
retransmission revenue, absence of political ad revenue in a
non-election year and higher programming costs. In 2024, Moody's
expects that TEGNA will generate FCF of around $500 million to $550
million driven primarily by high margin political advertising
revenue in a presidential election year. The RCF is subject to a
net leverage maintenance covenant set at 4.5x (computed on a L8QA
EBITDA quarter basis as defined in the credit agreement) compared
to the company's net leverage ratio of 2.79x at March 31, 2024.
Moody's expects sufficient headroom relative to the covenant over
the next year.
ESG CONSIDERATIONS
TEGNA's ESG credit impact score is CIS-3, which primarily reflects
elevated social risks from demographic and societal trends
associated with changes in consumers' video consumption. The CIS-3
also embeds governance risks associated with a tolerance for
moderate financial leverage and absence of a publicly-stated
leverage target.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Though unlikely near-term, ratings could be upgraded if TEGNA were
to maintain a publicly-defined financial policy with respect to
financial leverage that is sustained comfortably below 3x (Moody's
adjusted on a two-year average EBTIDA basis) and FCF to debt above
10% (Moody's adjusted on a two-year average FCF basis). TEGNA would
also need to: (i) exhibit organic revenue growth and
stable-to-improving EBITDA margins on a two-year average basis;
(ii) adhere to conservative financial policies; and (iii) maintain
at least good liquidity to be considered for an upgrade. Ratings
could be downgraded if Moody's expects that leverage will be
sustained above 4x (Moody's adjusted on a two-year average EBITDA
basis) as a result of weak operating performance, more aggressive
financial policies or inability to reduce debt levels. A downgrade
could also arise if FCF to debt was sustained below 5% (Moody's
adjusted on a two-year average FCF basis) or TEGNA experienced
deterioration in liquidity or covenant compliance weakness.
Headquartered in Tysons, Virginia, TEGNA Inc. is a leading US
broadcaster with operations consisting of 64 television stations
and two radio stations in 51 markets reaching roughly 39% of US
television households (including the UHF discount). The company
also owns leading multicast networks True Crime Network and Quest,
which reach 87% and 74%, respectively of US TV households. Revenue
for the twelve months ended March 31, 2024 totaled approximately
$2.9 billion.
The principal methodology used in these ratings was Media published
in June 2021.
TERRAFORM LABS: Fee Examiner Taps Bielli & Klauder as Legal Counsel
-------------------------------------------------------------------
David Klauder, the fee examiner appointed in the Chapter 11 case of
Terraform Labs Pte. Ltd., seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to employ Bielli & Klauder, LLC
as his legal counsel.
The firm will render these services:
(a) review the fee applications and related invoices;
(b) assist the fee examiner in any hearings or other
proceedings before the court to consider the fee applications;
(c) assist the fee examiner with legal issues raised by
inquiries to and from the retained professionals and any other
professional services provider retained by the fee examiner;
(d) attend meetings between the fee examiner and the retained
professionals;
(e) assist the fee examiner with the preparation of
preliminary and final reports regarding professional fees and
expenses;
(f) assist the fee examiner in developing protocols and making
reports and recommendations; and
(g) provide such other services as the fee examiner may
request.
The hourly rates of the firm's counsel and staff are as follows:
Thomas D. Bielli, Member $490
Associates and Counsel $225 - $425
Paralegals, Paraprofessionals and Law Clerks $195 - $275
In addition, the firm will seek reimbursement for expenses
incurred.
Mr. Bielli also provided the following in response to the request
for additional information set forth in Section D of the Revised
U.S. Trustee Guidelines:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Answer: No.
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?
Answer: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference?
Answer: Not applicable for this particular case. However, the
firm has represented the fee examiner in other cases within the
last 12 months. The firm's billing rates for the past 12 months are
as follows: Members - $350 to $500; Associates and Of Counsel -
$225 to $425; and Paraprofessionals and Law Clerks - $125 to $275.
There have been no material adjustments in billing rates in that
time.
Question: Has your client approved your prospective budget and
staffing plan, and, if so, for what budget period?
Answer: Yes, and budget/staffing period is for the first 6 months
of the engagement.
Mr. Bielli 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:
Thomas Bielli, Esq.
Bielli & Klauder LLC
1204 N. King Street
Wilmington, DE 19801
Telephone: (302) 803-4600
Email: tbielli@bk-legal.com
About Terraform Labs
Terraform Labs Pte. Ltd. -- https://www.terra.money -- is a startup
that created Terra, a blockchain protocol and payment platform used
for algorithmic stablecoins. It was co-founded by Do Kwon and
Daniel Shin in 2018 in Seoul, South Korea.
Terraform Labs introduced its first cryptocurrency token, TerraUSD,
in 2019. Investment firms like Arrington Capital, Coinbase
Ventures, Galaxy Digital, and Lightspeed Venture Partners helped
Terraform Labs raise more than $200 million.
The collapse of the stablecoins TerraUSD (UST) and Luna in May 2022
caused the temporary suspension of the Terra network, wiping out
over $45 billion in market capitalization in a single week.
Both of Terra Form Labs' founders have encountered legal problems
as a result of the devaluation of the company's currency. In
September 2022, South Korean prosecutors filed a warrant for Do
Kwon's arrest. He was also added to Interpol's Red Notice list,
which urges other law enforcement to find and detain him.
Terraform Labs Pte. Ltd. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-10070) on Jan. 22,
2024. In the petition filed by Chris Amani, as chief executive
officer, the Debtor estimated assets and liabilities between $100
million and $500 million each.
The Debtor is represented by Zachary I Shapiro, Esq. at Richards,
Layton & Finger, P.A.
On February 29, 2024, the U.S. Trustee for Region 3 appointed an
official committee to represent unsecured creditors in the Chapter
11 case of Terraform Labs Pte. Ltd. The committee hires McDermott
Will & Emery LLP as counsel. Force Ten Partners, LLC as financial
advisor. Genesis Credit Partners LLC as financial advisor.
David M. Klauder was appointed as the fee examiner in this Chapter
11 case. The fee examiner tapped Bielli & Klauder, LLC as his legal
counsel.
TERRAFORM LABS: Reaches 'Settlement in Principle' With SEC on Suit
------------------------------------------------------------------
Chris Dolmetsch of Bloomberg News reports that Terraform Labs Pte.
and co-founder Do Kwon have reached a "settlement in principle"
with the US Securities and Exchange Commission over a lawsuit the
regulator filed following the firm's 2022 collapse, which wiped out
$40 billion in investor assets and shook the cryptocurrency world.
A jury in New York last month found Kwon and Terraform liable for
the collapse, and the parties had been scheduled to argue potential
penalties, but the hearing was canceled.
About Terraform Labs
Terraform Labs Pte. Ltd. -- https://www.terra.money -- is a startup
that created Terra, a blockchain protocol and payment platform used
for algorithmic stablecoins. It was co-founded by Do Kwon and
Daniel Shin in 2018 in Seoul, South Korea.
Terraform Labs introduced its first cryptocurrency token, TerraUSD,
in 2019. Investment firms like Arrington Capital, Coinbase
Ventures, Galaxy Digital, and Lightspeed Venture Partners helped
Terraform Labs raise more than $200 million.
The collapse of the stablecoins TerraUSD (UST) and Luna in May 2022
caused the temporary suspension of the Terra network, wiping out
over $45 billion in market capitalization in a single week.
Both of Terra Form Labs' founders have encountered legal problems
as a result of the devaluation of the company's currency. In
September 2022, South Korean prosecutors filed a warrant for Do
Kwon's arrest. He was also added to Interpol's Red Notice list,
which urges other law enforcement to find and detain him.
Terraform Labs Pte. Ltd. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-10070) on Jan. 22,
2024. In the petition filed by Chris Amani, as chief executive
officer, the Debtor estimated assets and liabilities between $100
million and $500 million each.
The Debtor is represented by:
Zachary I Shapiro, Esq.
Richards, Layton & Finger, P.A.
1 Wallich Street
#37-01
Guoco Tower 078881
THEMIS CHIMNEY: Seeks to Hire Frances Caruso as Bookkeeper
----------------------------------------------------------
Themis Chimney Inc., seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to employ Frances Caruso, a
professional practicing in New York, as bookkeeper.
Ms. Caruso will render these services:
(a) prepare and review monthly operating statements and other
financial reports or statements; and
(b) render such other financial assistance or services as may
be necessary in the Chapter 11 case.
Ms. Caruso will be compensated at her hourly rate of $75 plus
reimbursement for expenses incurred.
Ms. Caruso also requested an upfront retainer payment of $750 from
the Debtor.
Ms. Caruso disclosed in a court filing that she is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The professional can be reached at:
Frances Caruso
New York, NY
About Themis Chimney Inc.
Themis Chimney Inc. is a fabrication company specializing in
creating, designing, and remodeling chimneys for building
structures in New York, New York.
On Feb. 16, 2024, an involuntary petition for relief under Chapter
7 of Title 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
24-10260) was filed against the Debtor by petitioning creditors.
On May 8, 2024, the Court entered an Order to convert the case
under Chapter 11 of the Bankruptcy Code. In the petition filed by
Mark Papadimitriou, president, the Debtor disclosed under $1
million in both assets and liabilities.
The Debtor tapped Pick & Zabicki LLP as counsel and Frances M.
Caruso as bookkeeper.
THEMIS CHIMNEY: Seeks to Hire Pick & Zabicki as Legal Counsel
-------------------------------------------------------------
Themis Chimney Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to employ Pick & Zabicki LLP
as legal counsel.
The firm's services include:
(a) advise the Debtor with respect to its rights and duties;
(b) assist and advise the Debtor in the preparation of its
financial statements, schedules of assets and liabilities,
statement of financial affairs and other reports and
documentations;
(c) represent the Debtor at all hearings and other proceedings
relating to its affairs;
(d) prosecute and defend litigated matters that may arise
during this Chapter 11 case;
(e) assist the Debtor in the formulation and negotiation of
plan of reorganization and all related transactions;
(f) assist the Debtor in analyzing the claims of creditors and
in negotiating with such creditors;
(g) prepare any and all necessary legal papers in connection
with administration and prosecution of the Debtor's Chapter 11
case; and
(h) perform such other legal services as may be required
and/or deemed to be in the interest of the Debtor in accordance
with its powers and duties as set forth in the Bankruptcy Code.
The hourly rates of the firm's counsel and staff are as follows:
Partners $435 - $515
Associates $250
Paraprofessionals $125
The firm will also seek reimbursement for expenses incurred.
Prior to the conversion date, the firm received a retainer in the
amount of $30,000.
Douglas Pick, Esq., a member at Pick & Zabicki, 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:
Douglas J. Pick, Esq.
Eric C. Zabicki, Esq.
Pick & Zabicki LLP
369 Lexington Avenue, 12th Floor
New York, NY 10017
Telephone: (212) 695-6000
About Themis Chimney Inc.
Themis Chimney Inc. is a fabrication company specializing in
creating, designing, and remodeling chimneys for building
structures in New York, New York.
On Feb. 16, 2024, an involuntary petition for relief under Chapter
7 of Title 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
24-10260) was filed against the Debtor by petitioning creditors.
On May 8, 2024, the Court entered an Order to convert the case
under Chapter 11 of the Bankruptcy Code. In the petition filed by
Mark Papadimitriou, president, the Debtor disclosed under $1
million in both assets and liabilities.
The Debtor tapped Pick & Zabicki LLP as counsel and Frances M.
Caruso as bookkeeper.
TILI LOGISTICS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Tili Logistics Corporation
9920 Siempre Viva Road
San Diego, CA 92154
Business Description: Tili Logistics is a trucking company in San
Diego, California.
Chapter 11 Petition Date: June 8, 2024
Court: United States Bankruptcy Court
Southern District of California
Case No.: 24-02128
Judge: Hon. Christopher B. Latham
Debtor's Counsel: Steven E. Cowen, Esq.
S.E. COWEN LAW
333 H St.
Ste. 5000
Chula Vista, CA 91910
Tel: 619-202-7511
E-mail: cowen.christian@secowenlaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Sergio Casas-Silva, Jr. as executive
vice 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/4DLBRFQ/Tili_Logistics_Corporation__casbke-24-02128__0001.0.pdf?mcid=tGE4TAMA
TRI-STATE SOLUTIONS: Seeks Cash Collateral Access
-------------------------------------------------
Tri-State Solutions of Maryland, LLC asks the U.S. Bankruptcy Court
for the District of Maryland, Greenbelt, for authority to use cash
collateral on an interim basis.
The Debtor requires the use of cash collateral to pay necessary
expenses for the continued operation, protection, and preservation
of the assets of the bankruptcy estate.
On the Petition Date, the Debtor had two checking accounts one at
Woodforest National Bank Account No. xxx3026 and one account at
United Bank, Account No. xxx7196. The xxx3026 account held -$182.00
on the Petition Date, and the xxx7196 account held $366, for a
total of $184. As previously noted, since the Petition Date, all
business operations of the Debtor have been funded with the
Pre-Petition Funds. Mobilization Funding asserts a claim to the
Pre-Petition Funds is based upon its asserted assignment of the
Debtor's contract proceeds and its interest in the Woodforest
National Bank account. The Pre-Petition Funds were held at
Woodforest National Bank on the Petition Date, and Mobilization
Funding did not have physical possession of them. Accordingly,
pursuant to Md. Commercial Code sections 9-312(b)(3) and 9-104,
such funds are arguably subject to Mobilization's security interest
and are not cash collateral.
Since the filing of the case, the Debtor has no Post-Petition
Funds, and accordingly, no Post-Petition funds have been used to
fund any Post-Petition business operations of the Debtor.
To maintain a relationship with Mobilization Funding and provide
adequate protection for using cash collateral, Mobilization Funding
will retain its liens, be given replacement liens to the extent of
the debt owed, and be paid $30,000 per month during the Interim
Order.
A copy of the motion is available at https://urlcurt.com/u?l=OosHfY
from PacerMonitor.com.
About Tri-State Solutions of Maryland, LLC
Tri-State Solutions of Maryland, LLC is part of the non-residential
building construction industry.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 24-14375) on May 22, 2024.
In the petition signed by Herman Barber, III, managing member, the
Debtor disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Daniel Staeven, Esq., at Frost Law, represents the Debtor as legal
counsel.
TRINITY LEGACY: Seeks Continued Cash Collateral Access
------------------------------------------------------
Trinity Legacy Consortium, LLC asks the U.S. Bankruptcy Court for
the District of New Mexico for authority to continue using cash
collateral from July 1, 2024, through September 30, 2024.
The Debtor requires the use of cash collateral to make payments in
the ordinary course of the Debtor's business for, among other
things, supplies, inventory, payroll, payroll taxes, gross receipts
taxes, inventory, professional fees, utility bills, I.T. provider
fees, and expenses incidental to the day-to-day operations of the
business, which occur in the ordinary and usual course of
business.
Trinity Legacy owes two parties that are secured by the Debtor's
intangible assets:
-- The U.S. Small Business Administration, in the amount of
approximately $145,000. The SBA holds a security interest in all
tangible and intangible personal property, including, but not
limited to: (a) inventory, (b) equipment, (c) instruments,
including promissory notes (d) chattel paper, including tangible
chattel paper and electronic chattel paper, (e) documents, (f)
letter of credit rights, (g) accounts, including health-care
insurance receivables and credit card receivables, (h) deposit
accounts, (i) commercial tort claims, (j) general intangibles,
including payment intangibles and software, and (k) as-extracted
collateral as such terms may from time to time be defined in the
Uniform Commercial Code.
-- Forward Financing LLC, in the amount of approximately
$75,000. Forward Financing holds a security interest in the future
account receipts of the Debtor, pursuant to a Financing Approval
Statement, dated September 20, 2022.
The Debtor is in the process of reviewing and reconciling asserted
non-priority unsecured claims, but believes the claims are in
excess of $500,000.
The Debtor incurred a factoring loan with Forward Financing to help
meet expenses for the business, and in exchange gave a security
interest in the Debtor's future receipts. Payment on such loan gave
rise to the Debtor falling behind on other business expenses,
necessitating the filing for Chapter 11. In addition, the Debtor is
a defendant in several pending state court litigations in
connection with the Debtor's business operations. The costs and
fees associated with pursuing such litigations in various
jurisdictions, in addition to the financial strain on the Debtor's
operations, necessitated the bankruptcy filing as the most
efficient forum to reorganize the Debtor's financial affairs.
The Debtor requests authorization to continue making cash payments
during the Cash Collateral Period to:
-- the SBA in the amount of $750 per month; and
-- Forward Financing in the amount of $2,000 per month.
The Debtor requests authorization to continue granting the SBA and
Forward Financing a replacement lien on postpetition collateral, to
the same extent as and with the same priority as they held valid
liens on such collateral pre-petition, pursuant to 11 U.S.C.
sections 361 and 363, without waiving any rights or defenses that
the Debtor may assert.
A copy of the motion is available at https://urlcurt.com/u?l=hXAO3h
from PacerMonitor.com.
About Trinity Legacy Consortium, LLC
Trinity Legacy Consortium, LLC operates a construction and home
building business with locations in Farmington, New Mexico, and
Wallowa, Oregon.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.M. Case No. 22-10973) on December 7,
2022. In the petition signed by Jan Swift and Jacob Swift, managing
members, the Debtor disclosed up to $500,000 in assets and up to $1
million in liabilities.
Dennis A. Banning, Esq., at NM Financial Law, P.C., is the Debtor's
legal counsel.
TRP BRANDS: Plan Exclusivity Period Extended to September 29
------------------------------------------------------------
Judge David D. Cleary of the U.S. Bankruptcy Court for the Northern
District of Illinois extended the RoomPlace Furniture and Mattress
LLC and TRP Brands LLC's exclusive periods to file a plan of
reorganization and obtain acceptance thereof to September 29 and
November 28, 2024, respectively.
As shared by Troubled Company Reporter, since this case was
commenced, the Debtors have made significant progress in their
Chapter 11 efforts. The Debtors and their professionals (a)
addressed critical first day bankruptcy related issues to ensure a
smooth transition into Chapter 11, (b) addressed required
bankruptcy filings, including preparing and filing monthly
operating reports and schedules of assets and liabilities and a
statement of financial affairs, (c) facilitated store closing sales
related to the closure of eight of its brick and mortar stores, and
(d) stabilized business operations to ensure a positive operational
cashflow.
The Debtors explain that they are currently working with their
retained professionals, including counsel and Novo Advisors, to
draft a plan of reorganization. With the assistance of Novo
Advisors, the Debtors are finalizing post-emergence projections,
their planned physical footprint and headcount, and their cost
savings strategies which will improve their current and projected
liquidity and profitability.
The Debtors have also stabilized their operations. Therefore, given
the circumstances surrounding the Debtors' significant efforts at
restructuring in a timely manner, it is only fair and equitable
that the Debtors be given additional time to have the exclusive
right to formulate and propose a plan.
Counsel to the Debtors:
Matthew T. Gensburg, Esq.
E. Philip Groben, Esq.
GENSBURG CALANDRIELLO & KANTER, P.C.
200 West Adams St., Ste. 2425
Chicago, IL 60606
Telephone: (312) 263-2200
Facsimile: (312) 263-2242
Email: mgensburg@gcklegal.com
pgroben@gcklegal.com
About TRP Brands LLC
TRP Brands, LLC and The RoomPlace Furniture & Mattress, LLC filed
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 24-01529) on
Feb. 2, 2024. Valerie Berman-Knight, president, signed the
petitions.
At the time of the filing, TRP Brands reported up to $50,000 in
assets and $50 million to $100 million in liabilities while
RoomPlace reported up to $50,000 in assets and $100 million to $500
million in liabilities.
Judge Deborah L. Thorne oversees the cases.
E. Philip Groben, Esq., at Gensburg Calandriello & Kanter, P.C., is
the Debtors' legal counsel.
The U.S. Trustee for Region 11 appointed an official committee of
unsecured creditors in these Chapter 11 cases. The committee tapped
FisherBroyles, LLP as its legal counsel.
TRUENORTH PROJECTS: June 14 Public Sale Auction Set
---------------------------------------------------
Mayaguana Island Developers Limited, a company formed under the
laws of The Bahamas ("secured party"), will commence a public
auction on June 14, 2024, at 3:00 p.m. CDT, certain assets of
TrueNorth Projects LLC ("Debtor"), to the highest bidder via remote
communication.
The assets for sale are a 20% membership interest in True North
Services LLC together with all proceeds and substitutions, all
cash, securities and other moneys and property paid thereon, all
rights to subscribe for securities declared or granted in
connection therewith, and all other cash and noncash proceeds of
the foregoing.
Each bidder will be required to pay half of the bid amount less the
deposit by 5:00 p.m. CDT on the first business day after the
auction and the remainder of the bid amount within 10 days after
the auction or such later date as the winning bidder and the
secured party may agree. All payments will be made in cash or by
cashier or certified check payable to the order of the secured
party.
Further information regarding the sale contact:
Nelson Mullins Riley & Scarborough LLP
Attn: Matthew Iverson
One Financial Center, Suite 3500
Boston, MA 0211
Email: TrueNorthSale@nelsonmullins.com
TRULEUM INC: Posts $515,280 Net Loss in Q1 2024
-----------------------------------------------
Truleum, Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $515,280 for the three months ended March 31, 2024, compared to
a net loss of $459,822 for the three months ended March 31, 2023.
The Company has minimal cash or other current assets and does not
have an established ongoing source of revenues sufficient to cover
its operating costs and to allow it to continue as a going concern.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern. The ability of the Company
to continue as a going concern is dependent on the Company
obtaining adequate capital to fund operating losses until it
becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need,
among other things, additional capital resources. Management's plan
is to obtain such resources for the Company by obtaining capital
from management and significant shareholders sufficient to meet its
minimal operating expenses and seeking equity and/or debt
financing. However, management cannot provide any assurances that
the Company will be successful in accomplishing any of its plans.
As of March 31, 2024, the Company had $1,950,635 in total assets,
$4,974,422 in total liabilities, and $3,023,787 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/855787/000143774924016930/aphe20240331_10q.htm
About Truleum
Truleum, Inc. was incorporated on Sept. 26, 2013 in the State of
Colorado for the purpose of purchasing, developing and operating
oil and natural gas leases.
As of December 31, 2023, the Company had $2 million in total
assets, $4.7 million in total liabilities, and $2.7 million in
total stockholders' deficit.
Lakewood, Colo.-based BF Borgers CPA PC, the Company's former
auditor, issued a "going concern" qualification in its report dated
April 4, 2024, citing that the Company's significant operating
losses raise substantial doubt about its ability to continue as a
going concern.
UNIVERSAL SEATING: Gets OK to Tap Rehan N. Khawaja as Legal Counsel
-------------------------------------------------------------------
Universal Seating Company, Inc. received approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ the
Bankruptcy Law Offices of Rehan N. Khawaja as its bankruptcy
counsel.
The firm will provide these services:
(a) advise and counsel the Debtor concerning the operation of
its business in compliance of Chapter 11 and order of the court;
(b) prosecute and defend any causes of action on behalf of the
Debtor;
(c) prepare and file, on behalf of the Debtor, all necessary
applications, motions, reports and other legal pleadings and
documents;
(d) assist in the formulation of the plan of reorganization
and preparation of a disclosure statement; and
(e) provide all other services of a legal nature.
The firm's attorneys will be compensated at an hourly rate of
$400.
Prior to the petition date, the firm received a total retainer of
$15,000 from the Debtor.
Rehan Khawaja, Esq., an attorney at the Bankruptcy Law Offices of
Rehan N. Khawaja, 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:
Rehan N. Khawaja, Esq.
Bankruptcy Law Offices of Rehan N. Khawaja
817 North Main St.
Jacksonville, FL 32202
Telephone: (904) 355-8055
Facsimile: (904) 355-8058
Email: Khawaja@Fla-Bankruptcy.com
About Universal Seating Company
Universal Seating Company, Inc. sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01019) on
April 11, 2024. In the petition signed by Barry M. Schuster,
president, the Debtor disclosed up to $500,000 in both assets and
liabilities.
Judge Jacob A. Brown oversees the case.
The Bankruptcy Law Offices of Rehan N. Khawaja represents the
Debtor as legal counsel.
URGENTPOINT INC: Hires Whiteford Taylor & Preston as Co-Counsel
---------------------------------------------------------------
UrgentPoint, Inc. and UrgentPoint Medical Group, PC seek approval
from the U.S. Bankruptcy Court for District of Delaware to employ
Whiteford Taylor & Preston as bankruptcy co-counsel.
The firm's services include:
(a) assist in preparing all legal papers necessary or desirable
to commence the Debtors' Chapter 11 cases;
(b) advise the Debtors of their rights, powers, and duties
under Chapter 11 of the Bankruptcy Code;
(c) take action to protect and preserve the Debtors' estates;
(d) assist in preparing on behalf of the Debtors all legal
papers;
(e) assist in preparing the Debtors' plan of reorganization;
(f) assist in preparing the Debtors' disclosure statement and
any related documents and pleadings necessary to solicit votes on
their plan of reorganization;
(g) prosecute on behalf of the Debtors the proposed plan and
seek approval of all transactions contemplated therein and in any
amendments thereto; and
(h) perform other necessary or desirable legal services in
connection with any such cases under the Bankruptcy Code.
The firm will be paid at these hourly rates:
Thomas J. Francella, Jr. $810
Richard W. Riley $850
Christpher Lano $455
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, the Debtors paid the firm a retainer in
the amount of $10,000.
Thomas Francella Jr., Esq., a partner at Whiteford Taylor &
Preston, 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:
Thomas J. Francella Jr., Esq.
Whiteford Talor and Preston LLP
11 Stanwix St. Suite 1400
Pittsburgh, PA 15222
Telephone: (302) 357-3277
Facsimile: (302) 357-3261
Email: tfrancella@whitefordlaw.com
About UrgentPoint Inc.
UrgentPoint, Inc. is a multi-specialty medical group that practices
an integrated care approach for chronic conditions.
UrgentPoint, Inc. and UrgentPoint Medical Group, PC sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 24-11044) on May 20, 2024. In the petitions signed by
Joe Chauvapun, M.D., chief executive officer, UrgentPoint disclosed
$7,922,122 in assets and $6,941,998 in liabilities.
Judge Laurie Selber Silverstein oversees the cases.
Thomas J. Francella, Jr., Esq., at Whiteford, Taylor & Preston LLC
represents the Debtors as counsel.
VANBARTON GROUP: Defaults on Its $90-Million Midtown Office Loan
----------------------------------------------------------------
Rich Bockmann of The Real Deal reports that the Vanbarton Group has
fallen behind on a nearly $90 million loan backing the Midtown
office building where the company has its headquarters.
The investment firm defaulted on the $87.5 million loan that
Deutsche Bank provided in 2019 for the 26-story office building at
292 Madison Avenue after failing to repay the debt when it matured
last month, The Real Deal has learned.
Vanbarton bought the building in 2016 for $180 million and
renovated it in 2018, updating the lobby, modernizing the elevators
and upgrading the building systems. The roughly 200,000-square-foot
building is about 70 percent occupied, according to marketing
materials from Newmark, which was hired by Deutsche Bank to sell
the non-performing loan.
A representative for Vanbarton Group declined to comment and
representatives for Deutsche Bank did not immediately respond to a
request for comment.
It appears that the two sides kept kicking the can down the road
but eventually ran out of time. The loan had an original term of
two years with three one-year extensions, all of which would've
expired this year. Vanbarton and the bank were close to a deal to
restructure the loan, when Duetsche Bank decided to put it up for
sale, according to a source familiar with the process.
This isn't the first office building Vanbarton has had trouble
with. In San Francisco, the company last year bought the building
it had owned at 115 Sansome after the lender put it up on the
auction block in a short sale.
In New York, Vanbarton is converting the former office building at
180 Water Street into one of the city's largest
office-to-residential projects. The company is also planning to
convert some former WeWork office space at 980 Sixth Avenue into
apartments.
About Vanbarton Group
Vanbarton Group LLC is a privately owned real estate investment and
advisory firm, focusing on equity and debt/credit strategies.
VANBARTON Group serves pension and profit sharing plans, other
pooled investment vehicles, state and municipal government
entities, corporations, and other businesses.
VENEZUELA: PDVH Shares Up for Sale; June 11 Bid Deadline Set
------------------------------------------------------------
The U.S. District Court for the District of Delaware issued an
opinion and corresponding order setting forth certain contours for
the sale of shares of PDV Holding ("PDVH") owned by Petroleos de
Venezuela SA ("PDVSA") on Jan. 14, 2021. The Court appointed
Robert B. Pincus as special Master on April 13, 2021, to assist the
Court with the sale of PDVSA's shares of PDVH. The special master
is advised by Weil Gotshal & Manges LLP, as transaction counsel,
and Evercore Group LLC as investment banker.
The Court entered an order on Oct. 11, 2022, among other things,
approving the bidding procedures. Interested parties may submit
bids for the purchase and sale of some or all of the shares of PDVH
in accordance with the terms and conditions in the bidding
procedures. To avoid any ambiguity, parties may submit bids for
less than 100% of the shares of PDVH so long as such bid satisfies
the judgments.
PDVH is the sole shareholder and direct parent of CITGO Holdings
Inc., which in turn is the sole shareholder and direct of parent of
CITGO Petroleum Corporation.
Any person or entity interested in participating in the sale of
shares of PDVH is encourage to submit a binding bid on or before
June 11, 2024, at 6:00 p.m. (Prevailing Eastern Time).
Any party interested in submitting a bid should contact the special
master's investment banker, Evercore (attn: Ray Strong at
ray.strong@evercore.com; William Hiltz at hiltz@evercore.com; David
Ying at ying@evercore.com; and Stephen Goldstein at
stephen.goldstein@evercore.com).
Copies of the sale procedures order and the bidding procedures may
be requested free of charge by email to the special master's
counsel, Weil Gotshal & Manges LLP (Attn: Chase Bentley at
chase.bentley@weil.com and Maggie Burrus at
maggie.burrus@weil.com.
About PDVSA
Founded in 1976, Petroleos de Venezuela, S.A. (PDVSA) is the
Venezuelan state-owned oil and natural gas company, which engages
in exploration, production, refining and exporting oil as well as
exploration and production of natural gas. It employs around
70,000 people and reported $48 billion in revenues in 2016.
In May 2019, Moody's Investors Service withdrew all the ratings of
Petroleos de Venezuela, S.A. including the senior unsecured and
senior secured ratings due to insufficient information. At the
time of withdrawal, the ratings were C and the outlook was stable.
Citgo Petroleum Corporation (CITGO) is Venezuela's main foreign
asset. CITGO is majority-owned by PDVSA. CITGO is a United
States-based refiner, transporter and marketer of transportation
fuels, lubricants, petrochemicals and other industrial products.
However, CITGO formally cut ties with PDVSA at about February 2019
after U.S. sanctions were imposed on PDVSA. The sanctions are
designed to curb oil revenues to the administration of President
Nicolas Maduro and support for the Juan Guaido-headed party.
About Venezuela
Venezuela, officially the Bolivarian Republic of Venezuela, is a
country on the northern coast of South America, consisting of a
continental landmass and a large number of small islands and islets
in the Caribbean sea. The capital is the city of Caracas.
Hugo Chavez was president to Venezuela from 1999 to 2013. The
Chavez presidency was plagued with challenges, which included a
2002 coup d'etat, a 2002 national strike and a 2004 recall
referendum. Nicolas Maduro was elected president in 2013 after the
death of Chavez. Maduro won a second term at the May 2018
Venezuela elections, but this result has been challenged by
countries including Argentina, Chile, Colombia, Brazil, Canada,
Germany, France and the United States who deemed it fraudulent and
moved to recognize Juan Guaido as president.
The presidencies of Chavez and Maduro have challenged Venezuela
with a socioeconomic and political crisis. It is marked by
hyperinflation, climbing hunger, poverty, disease, crime and death
rates, social unrest, corruption and emigration from the country.
Moody's has withdrawn 'C' local currency and foreign currency
ceilings for Venezuela in September 2022. Standard & Poors has
also withdrawn its 'SD/D' foreign currency sovereign credit ratings
and 'CCC-/C' local currency ratings on Venezuela in September 2021
due to lack of sufficient information. Fitch withdrew its own
'RD/C' Issuer Default Ratings on Venezuela in June 2019 due to the
imposition of U.S. sanctions on the country's government.
VESTOGE FREDERICK: Plan Exclusivity Period Extended to August 19
----------------------------------------------------------------
Judge Lori S. Simpson of the U.S. Bankruptcy Court for the District
of Maryland extended Vestoge Frederick MD, LLC's exclusive period
to file a chapter 11 plan of reorganization and obtain acceptance
thereof to August 19 and October 18, 2024, respectively.
As shared by Troubled Company Reporter, the Debtor owns various
subdivided building lots located in the City of Frederick,
Maryland, known as Lots 1-2, Lots 18-24, and Lots 33-38, Section
One, Birdseye View Estates; Lots 3-11 and Lots 25-29, Section One,
Birdseye View Estates; Lots 12-17 and Lots 30 32, Section One,
Birdseye View Estates; Lots 1-5 and Lots 17-21, Section One, Bowers
Park; and Lots 6-16, Section One, Bowers Park (the "Lots").
The Debtor explains that the reorganization proceeding was filed
for the purpose of rejecting the Drees Agreement and the Devlan
Agreement, avoiding the Snyder Mechanic's Lien, restructuring the
Romney debt, and negotiating a potential transaction with Drees or
finding another partner to develop the Lots, or, alternatively,
selling the Lots free and clear of liens, claims, and
encumbrances.
Admittedly, this is not a large or overly complicated case.
However, the Debtor has worked expeditiously to reject certain
executory contracts, avoid Snyder's mechanic's lien, and negotiate
with prospective purchasers of the Property.
Vestoge Frederick MD, LLC is represented by:
Brent C. Strickland, Esq.
WHITEFORD, TAYLOR & PRESTON L.L.P.
111 Rockville Pike, Suite 800
Rockville, MD 20852
Tel: (410) 347-9402
Email: bstrickland@whitefordlaw.com
About Vestoge Frederick MD
Vestoge Frederick MD, LLC is engaged in activities related to real
estate.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 24-10536) on January 22,
2024, with $10 million to $50 million in assets and $1 million to
$10 million in liabilities. Ramesh Kalwala, Member Vestoge
Frederick MD, LLC, signed the petition.
Brent C. Strickland, Esq. at WHITEFORD, TAYLOR & PRESTON L.L.P.
represents the Debtor as legal counsel.
VILLAGE OAKS SENIOR: Lisa Holder Named Subchapter V Trustee
-----------------------------------------------------------
The U.S. Trustee for Region 17 appointed Lisa Holder, Esq., a
practicing attorney in Bakersfield, Calif., as Subchapter V trustee
for Village Oaks Senior Care, LLC.
Ms. Holder will be paid an hourly fee of $300 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Holder declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Lisa Holder, Esq.
3710 Earnhardt Drive
Bakersfield, CA 93306
Phone: (661) 205-2385
Email: lholder@lnhpc.com
About Village Oaks Senior Care
Village Oaks Senior Care, LLC owns and operates community care
facilities for the elderly.
Village Oaks Senior Care sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Calif. Case No. 24-22206) on May 22,
2024. In the petition filed by Benjamin L. Foulk, as owner and
manager, the Debtor reported total assets of $1,440,832 and total
liabilities of $3,369,013 as of Dec. 31, 2023.
Judge Christopher D. Jaime oversees the case.
The Debtor is represented by Ed Hays, Esq.
VYAIRE MEDICAL: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Vyaire Medical, Inc.
26125 N. Riverwoods Blvd.
Mettawa, Illinois 60045
Business Description: Vyaire Medical, Inc., together with its
direct and indirect subsidiaries, is a
global company focused on developing
products and providing related services for
the diagnosis, treatment, and monitoring of
various cardiology, pulmonology, and
respiratory health conditions. With a 70-
year history of pioneering breathing
technology, the integrated solutions offered
by the Company help enable, enhance, and
extend lives. Headquartered in Mettawa,
Illinois, Vyaire operates approximately 27
offices and manufacturing facilities, and
employs approximately 950 individuals around
the world. The Company has a global reach,
and Vyaire products are available in more
than 100 countries. Its customers are the
hospitals, health centers, and private
practice facilities delivering life-
enhancing products and services to patients
every day.
Chapter 11 Petition Date: June 9, 2024
Court: United States Bankruptcy Court
District of Delaware
Twenty-eight affiliates that concurrently filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Vyaire Medical, Inc. (Lead Case) 24-11217
Bird Products Corporation 24-11218
Breathe US Holdco, Inc. 24-11219
Breathe US Holdings LP 24-11220
EME Medical, Inc. 24-11221
Revolutionary Medical Devices, Inc. 24-11222
SensorMedics Corporation 24-11223
VIASYS Holdings Inc. 24-11224
VM Finance Sub, LLC 24-11225
Vyaire Company 24-11226
Vyaire Finance B.V. 24-11227
Vyaire Financial Holdings LLC 24-11228
Vyaire Holding Company 24-11229
Vyaire Medical 202, Inc. 24-11230
Vyaire Medical 203, Inc. 24-11231
Vyaire Medical 205, Inc. 24-11232
Vyaire Medical 206, Inc. 24-11233
Vyaire Medical 211, Inc. 24-11234
Vyaire Medical BR LLC 24-11235
Vyaire Medical Capital LLC 24-11236
Vyaire Medical Consumables LLC 24-11237
Vyaire Medical International LLC 24-11238
Vyaire Medical LLC 24-11239
Vyaire Medical Payroll LLC 24-11240
Vyaire Receivables LLC 24-11241
Vyaire Respiratory Diagnostics LLC 24-11242
Vyaire TSR MidCo, LLC 24-11243
Vyaire TSR Sub, LLC 24-11244
Judge: TBA
Debtors'
Restructuring
Counsel: Joshua A. Sussberg, P.C.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Ave
New York, New York 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
Email: joshua.sussberg@kirkland.com
- and -
Spencer A. Winters, P.C.
Yusuf U. Salloum, Esq.
333 West Wolf Point Plaza
Chicago, Illinois 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
Email: spencer.winters@kirkland.com
yusuf.salloum@kirkland.com
Debtors'
Restructuring
Co-Counsel:
Patrick J. Reilley, Esq.
COLE SCHOTZ P.C.
500 Delaware Avenue, Suite 1410
Wilmington Delaware 19801
Tel: (302) 652-3131
Fax: (302) 652-3117
Email: preilley@coleschotz.com
- and -
Michael D. Sirota, Esq.
Warren A. Usatine, Esq.
Court Plaza North, 25 Main Street
Hackensack, New Jersey 07601
Tel: (201) 489-3000
Fax: (201) 489-1536
Email: msirota@coleschotz.com
wusatine@coleschotz.com
Debtors'
Financial
Advisor: ALIXPARTNERS, LLP
Debtors'
Investment
Banker: PJT PARTNERS, LP
Debtors'
Notice &
Claims Agent and
Administrative
Advisor: OMNI AGENT SOLUTIONS
Estimated Assets
(on a consolidated basis): $100 million to $500 million
Estimated Liabilities
(on a consolidated basis): $500 million to $1 billion
The petitions were signed by John Bibb as chief executive officer.
A full-text copy of the Lead Debtor's petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/SCLSCEA/Vyaire_Medical_Inc__debke-24-11217__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. SunMed Group Holdings LLC Trade Debt $3,107,509
c/o Airlife
2710 Northridge Dr NW, Ste 1
Grand Rapids, MI 49544-9112
Attn: General Counsel
Phone: (800) 433-2797
Email: info@myairlife.com
2. Augusta Hitech Soft Trade Debt $1,704,669
Solutions LLC
5465 Legacy Dr, Ste 650
Plano, TX 75024-4171
Attn: General Counsel
Phone: (866) 962-1010
Email: sales.info@augustahitech.com
3. Zensar Technologies Inc. Trade Debt $1,647,305
55 W Monroe St, Ste 1200
Chicago, IL 60603-5127
Attn: General Counsel
Phone: (312) 265-6772
Email: connect@zensar.com
4. Cognizant Technology Professional $1,491,234
Solutions US Corp Services
500 Frankk W Burr Blvd
Teaneck, NJ 07666-6804
Attn: General Counsel
Phone: (201) 801-0233
Email: inquiry@cognizant.com
5. Aerotek Inc. Contingent $979,957
7301 Parkway Drive SOuth Labor
Hanover, Maryland, 21076
Attn: General Counsel
Phone: (866) 466-0420
Email: Mperalta@aerotek.com
6. Amazon Web Services Inc. Trade Debt $808,538
410 Terry Ave N
Seattle, WA 98109-5210
David Zapolsky
Phone: (877) 252-0770
Email: zapolsky@amazon.com
7. TICIC Sub LLC Rent $632,310
c/o The Irvine Co LLC
P.O. Box 847013
Los Angeles, CA 90084-7013
Attn: General Counsel
Phone: (949) 398-8930
Email: JMaxwell@irvinecompany.com
8. Presidio Holdings Inc. Trade Debt $609,177
c/o Presidio Networked
Solutions Group
12100 Sunset Hills Rd, Ste 300
Reston, VA 20190-3295
Attn: General Counsel
Phone: (800) 931-3366
Email: elliotbrecher@presidio.com
9. Flexim US Corp Trade Debt $459,158
1550 Madruga Ave, Ste 500
Coral Gables, FL 33146-3048
Attn: General Manager
Phone: (305) 260-4600
Email: jobrien@flexim.com
10. Vizient Inc. Trade Debt $381,709
290 E John Carpenter Fwy
Irving, TX 75062
Attn: General Counsel
Phone: (800) 842-5146
Email: vizientsupport@vizientinc.com
11. ITD Corporation Trade Debt $371,565
2200 Touchpoint
Odessa, FL 33556
Attn: Bill Miller
Phone: (800) 947-3901
Email: salesusa@itd-cart.com
12. DLC Inc. Contingent $367,018
20750 Ventura Blvd, Ste 300 Labor
Woodland Hills, CA 91364-6236
Attn: Human Capital
Phone: 888.957.3400
Email: svigeland@dlcinc.com
13. Linklaters LLP Professional $363,703
Taunusanlage 8 Services
Frankfurt AM Main, 60329
Germany
Attn: General Counsel
Phone: (+49) 69 71003-0
Email: Michael.bennett@linklaters.com
14. Jabil Circuit (Shanghai) Ltd. Trade Debt $342,278
NO 600 Tian Lin Rd
Shanghai, 200233
China
Attn: President – Americas
Phone: 727-577-9749
Email: Bill_peters@jabil.com
15. Vincent Medical Trade Debt $333,837
Flat B2/C2 7/F
Hung Hom, Kowloon, HK
Hong Kong
Attn: Chief Executive Officer
Phone: +852 2365 5688
Email: Raymond@vincentmedical.com
16. Restructuring Partners & Professional $319,806
Associates LLC Services
1 Rockefeller Plz, 10th FL
New York, NY 10020
Attn: Ned Kleinschmidt
Phone: 212.618.6379
Email: nkleinschmidt@rpaadvisors.com
17. Dell Realty Company Trade Debt $285,633
5215 Old Orchard Rd
Skokie, IL 60077-1035
Attn: President
Phone: (847) 966-9669
Email: Jack.faintuch@dell.com
18. Salesforce.com Inc. Trade Debt $267,052
1 Market St, Ste 300
San Francisco, CA 94105-1315
Attn: Chief Legal Officer
Phone: 1-800-664-9073
Email: Sabastian.Niles@salesforce.com
19. Workday Inc. Trade Debt $253,000
6110 Stoneridge Mall Rd
Pleasanton, CA 94588-3260
Attn: Legal Counsel
Phone: 925-951-9522
Email: Michael.magaro@workday.com
20. Haynes and Boone LLP Professional $251,804
2801 N Harwood St Services
Dallas, TX 75201-1574
Sakina Rasheed Foster
Phone: 214-651-5000
Email: sakina.foster@haynesboone.com
21. Aryaka Networks Inc. Trade Debt $237,726
P.O. Box 610307
San Jose, CA 95161-0307
Attn: General Counsel
Phone: 1-888-692-7925
Email: support@aryaka.com
22. BDO USA LLP Professional $223,318
5300 Patterson Ave SE, Ste 100 Services
Grand Rapids, MI 89512-9626
Attn: Chief Executive Officer
Phone: +1 616-575-423
Email: wberson@bdo.com
23. Connexio Health LLC Contingent $214,876
29 Industrial Park Dr Labor
Binghamton, NY 13904-3201
Attn: General Manager
Phone: (315) 335-0004
Email: kkellam@mmcglobal.com
24. Dell Marketing LP Trade Debt $213,682
P.O. Box 676021
Dallas, TX 75267-6021
Attn: General Counsel
Phone: 877-275-3355
Email: Geraldine.tunnell@dell.com
25. The Alexander Group Professional $212,750
8155 E Indian Bend Rd, Ste 111 Services
Scottsdale, AZ 85250-4827
Attn: Controller
Phone: (480) 444-5600
Email: ewalsmann@alexandergroup.com
26. AssuredPartners Capital Inc. Trade Debt $208,939
200 International Cir, Ste 4500
Cockeysville, MD 21030-1338
Attn: Chief Legal Officer
Phone: (239) 649-1444
Email: Stan.kinnett@assuredpartners.com
27. CEVA International Inc. Trade Debt $203,432
15350 Vickery Dr
Houston, TX 77032
Nola Kupu
Phone: (908) 735-7988
Email: Nola.kupu@cevalogistics.com
28. Data Modul Inc. Trade Debt $203,183
275 Marcus Blvd
Hauppage, NY 11788
Carolyn Zatwanicki
Phone: (631) 951-0800
Email: czatwarnicki@data-modul.com
29. Advanced Printing Trade Debt $198,035
649 S B St
Tustin, CA 92780-4317
Martin Jackson
Phone: (714) 573-0993
Email: advprint@pacbell.net
30. Real Staffing Group Contingent $189,502
2 Houston Ctr Labor
909 Fannnin, Ste P-350
Houston, TX 77010
Devin Elliott
Phone: (713) 423-1672
Email: d.elliott@realstaffing.com
WATCO COMPANIES: Fitch Assigns 'B' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has assigned Watco Companies, LLC (Watco) a
first-time IDR of 'B'. The Rating Outlook is Stable. Fitch has also
assigned a 'B+'/'RR3' to Watco's senior unsecured notes.
Watco's Long-Term Issuer Default Rating (IDR) of 'B' reflects its
well-established network of transportation assets, diversified
exposure across end markets, and integral role in the North
American industrial supply chain supporting through-the-cycle cash
flows. The company's rail and port assets provide cost advantaged
transport to lower cost, bulk producers mainly linked to
non-discretionary commodities.
Terminal assets benefit from customer- and site-specific
capabilities and services that reduce substitution risk and
heighten switching costs. Cash flow risks are further moderated by
considerable contractual coverage with cost-linked provisions, and
re-pricing opportunities. Fitch views the operational and cash flow
risk profiles to be in line with or better than 'BB' category
characteristics.
Fitch's rating case forecasts EBITDA leverage of mid-7x-8x,
including the preferred shares, and EBITDA interest coverage and
FFO fixed charge coverage in the low-3x and 2x range, respectively,
throughout the forecast which is consistent with 'B' rating
tolerances.
KEY RATING DRIVERS
Leverage Below 8x, Coverage Above 3x: Fitch forecasts EBITDA
leverage, including preferred shares, in the mid-7x-8x range
through 2027, driven by expansionary capex funded through debt.
Watco has historically funded the majority of its growth through
equity raises, and the evolution of the leverage profile is
dependent on the future funding mix.
The relatively low burden of cash distributions from the current
preferred share structure results in forecast EBITDA interest
coverage and FFO fixed charge coverage in the low-3x and 2x range,
respectively. Management has demonstrated a commitment to manage
funded debt-to-EBITDA, excluding preferred shares, in the 3.5x-4.5x
range, and expects discretionary capex to continue to be funded
with a combination of common and preferred equity.
Debt-Like Preferred Shares: The current preferred shares structure
contains debt-like features, including certain maturity and coupon
characteristics, under Fitch's Hybrid Criteria, which increases
Fitch-calculated leverage metrics. Fitch recognizes the preferred
shares provide flexibility to defer cash dividend payments in a
stressed scenario and benefit recovery for secured and unsecured
debt. The company has an established history of incorporating
several series of preferred shares within its capital structure,
and its financial profile could strengthen if existing shares are
replaced with equity-like securities.
Short-Line Rail Freight Resilience: Rail freight transportation has
proven core to the economy's supply chains and, as a result, has
historically exhibited resilience to economic cycles, which are
influenced by industrial, commodity and consumer markets. Rail is
the most cost-effective transport mode with continuous national
reach, and short-line rails are a critical link in the first and
last mile of the rail freight network.
Watco's stability is underpinned by its established portfolio of
diverse, non-replicable rail assets. Short-line railroads provide
more bespoke services to customers to ensure that rail is an
efficient option for shippers, further supporting its core role in
the supply chain. Stability in this segment is supported by
management's strategic focus on lower cost producers and the
average customer relationship tenure of 30+ years including service
prior to Watco ownership.
Moderated Margin, Cash Flow Risks: The Port & Terminal segment has
moderated through-the-cycle margin and cash flow variability due to
the contract mix, cost-linked contractual terms, and ties to
low-cost advantaged sources of supply that help to shield commodity
price-linked volume fluctuations. More than half of EBITDA under
this segment is derived from fixed / minimum volume contracts that
have an average length of nine years, providing a stable revenue
base over the medium-term.
Watco typically enters contracts that limit volume risk when
investing in site-specific infrastructure to support a return on
invested capital. Fitch notes that Watco is not directly exposed to
commodity price risk as they do not take ownership, however a
portion of volumes can be impacted by the economics within certain
geographies. Unique operational capabilities and
efficiency-oriented services at Watco's terminals with connection
to multiple transportation modes to support a low-cost base also
differentiate the service offering, enhancing pricing and
increasing switching costs.
Fitch recognizes the size and timing of growth investment relative
to revenue can result in prolonged periods of negative FCF, but
views the approach to risk management, including returns-based
investment decisions and contractual terms, favorably. Fitch
forecasts the company to generate positive FCF, excluding growth
capex and associated grants, which is allocated towards capital
reinvestment and measured dividends.
Diversification Mitigates Cyclicality: Watco is highly diversified
across end markets and customers, mitigating the impact of
idiosyncratic risks on the overall cash flow profile. Individual
end markets are exposed to cyclicality from industrial production
and changes in commodity flows across geographies in which Watco
operates, however cash flows have proven to be fairly resilient
through several macro-economic shocks in recent years due to the
strategic diversification focus.
Additionally, short-line rails do not carry intermodal freight,
which is subject to competition from trucking and discretionary
consumer demand, and coal volumes which are in secular decline, are
a smaller portion of revenue than Class I rails. Fitch believes
Watco's diverse transportation network is well-positioned to
maintain operational and cash flow stability through economic
cycles.
DERIVATION SUMMARY
Fitch compares Watco Companies, L.L.C. to truck-based
transportation peers XPO, Inc. (XPO; BB+/Stable), Forward Air
(B/Stable), and Reception Mezzanine Holdings (B-/Negative), as well
as other transportation peers. Watco operates rail and port &
terminal based transportation services, which compares favorably to
intermodal and less-than-truckload (LTL) operators due to high
barriers to entry afforded by its expansive asset network, and
lower cost base relative to truck. XPO is a larger player (top
five) within the broader LTL market and benefits from large
geographic networks within the U.S. and Canada. Savage Enterprises,
LLC (B+/Stable) and Reworld Holding Corporation (B+/Stable) also
benefit from solid cash flow stability provided by difficult to
replicate assets.
Watco's leverage of 7x-8x is an outlier relative to peers mainly
due to Fitch's debt treatment of the preferred shares; however;
forecasted EBITDA interest coverage in the low- to mid-3x range and
FFO fixed charge coverage in the low-2x range is comparable with
Forward Air, Savage, and Reworld.
KEY ASSUMPTIONS
- Revenue growth is forecast in low- to mid-single digit range
through the forecast, driven by a mix of yield improvements,
low-single digit growth in volumes, and in-progress network
expansion through 2024-2027;
- EBITDA margin is forecast to remain in the high-teens, supported
by continued pricing improvements and contract re-negotiations at
key sites;
- Preferred and common equity cash distributions held at historical
rates;
- Gross maintenance capex (before grants / subsidies) forecast
around 9.5%-10% of total revenue through the forecast; expansionary
capex beginning in 2025 is funded with debt;
- Working capital stabilizes in 2024 following elevated investment
in 2022-2023 with moderate growth thereafter;
- SOFR rates assumed at 5.25% in 2024, gradually declining to 4.25%
in 2027;
- Unsecured notes are refinanced at 7.5%; revolver refinanced
consistent with current terms.
RECOVERY ANALYSIS
The Recovery Rating assumes that Watco would be reorganized as a
going concern in a bankruptcy scenario rather than liquidated. A
10% administrative claim on the enterprise value is assumed.
The going-concern (GC) EBITDA estimate reflects Fitch's view of a
sustainable, post-reorganization EBITDA level upon which Fitch
bases the enterprise valuation. The GC EBITDA estimate of $225
million reflects a hypothetical scenario in which the business
faces a material, sustained decline in demand at one or more of its
segments / end markets or a severe downturn in North American
industrial production.
An enterprise valuation multiple of 7x is applied to the GC EBITDA
to calculate post-reorganization enterprise value. This multiple
considers Watco's through-the-cycle cash flow profile derived from
its diversified geographic and end market mix, advantaged asset
network, and strong position in the North American industrial
supply chain. It also considers valuation multiples for comparable
rail and terminal assets.
The secured credit facility receives priority above the $600
million unsecured notes in the distribution of value in the
recovery waterfall. The Recovery Rating analysis results in a
'B+'/'RR3' recovery for the unsecured notes.
RATING SENSITIVITIES
Factors That Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Fitch-defined EBITDA leverage sustained below 6.5x, including a
material change in funding strategy or capital structure mix;
- EBITDA interest coverage or FFO fixed-charge coverage sustained
above 2.5x;
- Stronger liquidity position, including at least 75% available on
the revolver.
Factors That Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA interest coverage sustained below 2x;
- Heightened liquidity risk indicated by sustained revolver
availability below 25% or shift towards PIK only distributions;
- Fitch-defined EBITDA leverage sustained above 8.5x, including a
material change in funding strategy;
- A shift in the funding mix towards secured or unsecured debt
could impact the recovery on unsecured notes.
LIQUIDITY AND DEBT STRUCTURE
Watco has adequate liquidity as of FYE 2023, consisting of $377
million available on the revolver, and $4 million cash on hand. The
revolver matures in November 2026, followed by the senior unsecured
notes in June 2027; there are no material maturities prior to the
revolver.
ISSUER PROFILE
Watco provides a diverse set transportation and supply chain
services across North America and Australia. The company owns and
operates over 7,000 miles of short-line railroad and 78 terminals
and ports.
DATE OF RELEVANT COMMITTEE
04 June 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
----------- ------ --------
Watco Companies, LLC LT IDR B New Rating
senior unsecured LT B+ New Rating RR3
WELCOME GROUP: Plan Exclusivity Period Extended to October 31
-------------------------------------------------------------
Judge Mina Nami Khorrami of the U.S. Bankruptcy Court for the
Southern District of Ohio extended Welcome Group 2, LLC, and
affiliates' exclusive periods to file their plan of reorganization,
and solicit acceptances thereof to October 31 and December 30,
2024, respectively.
As shared by Troubled Company Reporter, the Debtors claim that at
the hearings on the motion to excuse turnover and first day
motions, the Hampton Inn-Sidney, a Hilton property, owned by Debtor
Hilliard Hotels, LLC, was under review for retention of the Hilton
flag or brand.
The Debtors explained that the Hampton Inn has continued to operate
as a Hilton branded hotel. Mr. Vasani intends to continue working
with Hilton towards approval of the PIP. The Debtors need
sufficient time to determine the impact of same on their overall
operational income and present a projected budget in line with the
status of the hotel and accordingly a plan.
Further, Mr. Vasani is currently negotiating to flag The Hotel at
Dayton South (Dayton Hotels, LLC) with a national hotel chain,
which will result in a significant increase in income for the
hotel. Dayton Hotels, LLC and Mr. Vasani need sufficient time to
finalize and close these negotiations which again will impact any
plan to be proposed by the Debtors.
Counsel for the Debtors:
Darlene E. Fierle, Esq.
Ira H. Thomsen, Esq.
Denis E. Blasius, Esq.
THOMSEN LAW GROUP, LLC
140 North Main Street, Suite A
Springboro, OH 45066
Telephone: (937) 748-5001
Facsimile: (937) 748-5003
Email: ithomsen@ihtlaw.com
dfierle@ihtlaw.com
dblasius@ihtlaw.com
About Welcome Group 2
Welcome Group 2, LLC, Hilliard Hotels, LLC and Dayton Hotels, LLC
own hotels and are headquartered at 5955 E. Dublin Granville Road,
New Albany, Ohio. Debtor Hilliard Hotels owns the Hampton
Inn-Sidney, a Hilton property.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ohio Lead Case No. 23-53043) on
September 1, 2023. In the petition signed by Abhijit Vasani, as
president, InnVite Opco, Inc., sole member, the Debtor disclosed up
to $10 million in both assets and liabilities.
Judge Mina Nami Khorrami oversees the case.
Denis E. Blasius, Esq., at Thomsen Law Group, LLC, represents the
Debtor as legal counsel.
WEWORK INC: Gets Court Clearance to Exit Chapter 11 Bankruptcy
--------------------------------------------------------------
Steven Church and Jonathan Randles of Bloomberg News report that
WeWork Inc. won bankruptcy court approval to shed billions in debt,
drop unprofitable leases from its office workspace portfolio and
leave behind the legacy of co-founder Adam Neumann.
US Bankruptcy Judge John K. Sherwood said he'd approve the
co-working company's restructuring plan, clearing WeWork's path to
exiting bankruptcy under the ownership of its senior lenders.
"It's been a little more than six months but it's felt like a
lifetime," company attorney Steven Serajeddini said, referring to
tough negotiations and various disputes WeWork navigated since it
filed bankruptcy last year, 2023.
About WeWork Inc.
New York, NY-based WeWork Inc. is a global flexible workspace
provider, serving a membership base of businesses large and small
through its network of 779 Systemwide Locations, including 622
Consolidated Locations as of December 2022.
WeWork Inc. and its affiliates sought relief under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.J. Case No. 23-19865) on Nov. 6,
2023. In its petition, WeWork Inc. reported $19 billion of
liabilities and $15 billion of assets.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP, Cole Schotz PC, and Munger, Tolles & Olson LLP
as counsel; Alvarez & Marsal North America LLC and Province, LLC as
financial advisors; PJT Partners LP as investment banker; and
McManimon, Scotland & Baumann, LLC as local counsel. Softbank is
represented by Weil Gotshal & Manges LLP and Wollmuth Maher &
Deutsch LLP as legal counsel and Houlihan Lokey Capital as
financial advisor.
The Ad Hoc Group of First Lien and Second Lien Lenders is
represented by Davis Polk & Wardwell LLP (Eli Vonnegut, Elliot
Moskowitz, Natasha Tsiouris, Jonah Peppiatt) and Greenberg Traurig
LLP (Alan Brody) as legal counsel and Ducera Partners LLC as
financial advisor.
WINCHESTER REAL: Files Amendment to Disclosure Statement
--------------------------------------------------------
Winchester Real Estate Investment Company, LLC, submitted an
Amended Disclosure Statement for Plan of Reorganization dated May
21, 2024.
On the Filing Date, the Debtor owned real property consisting of
204 acres of undeveloped property located at 55 Goldworth Road and
63 Goldworth Road, Villa Rica, Carroll County, Georgia (the
"Winchester Property").
Post-Petition, the Debtor closed on a sale of the Property, less
and except the commercial, retail, and office lot number RT-015
(the "Excluded Commercial Lot"), for the purchase price of
$5,400,000.00 as described in Debtor's Emergency Motion to for
Authority to Sell Property Free and Clear of Liens or Interests and
as evidenced by that certain Real Estate Purchase and Sale
Agreement, as amended, between Debtor, HDRMP and Embry Development
Company LLC (the "Sale").
The Sale Agreement provides that Embry Development Company, LLC
will develop the Excluded Commercial Lot to rough grade standard
with utilities over the 12 months following the closing of the
Sale. On October 5, 2023, the Court entered an order granting the
Sale. On October 9, 2023, Debtor filed a Notice that the Sale had
closed (the "Notice of Sale"). HDRMP's bankruptcy case was
dismissed on November 21, 2023 following the sale of HDRMP Property
and the majority of the Winchester Property.
At the closing of the Sale, Avemore Lender, LLC's claims in this
Bankruptcy Case were paid and satisfied in full. Debtor's counsel,
Jones & Walden, LLC, is holding $17,363.15 (the "Net Sale
Proceeds") in its Interest Only Lawyers Trust Account ("IOLTA").
Groundfloor Finance, Inc, asserts a lien on the Net Sale Proceeds.
Debtor and Groundfloor Finance, Inc. have been engaged in
discussions regarding disputes regarding the payoff and servicing
of the loan since the closing and have agreed to a proposed
resolution as reflected in the "Groundfloor Agreement."
The Plan contemplates the reorganization and ongoing business
operations of Debtor and the resolution of the outstanding Claims
against and Interests in Debtor pursuant to Sections 1129(b) and
1123 of the Bankruptcy Code. The Plan classifies all Claims against
and Interests in Debtor into separate Classes.
Class 6 consists of general unsecured claims not otherwise
specifically classified in the Plan. The Debtor will pay the
Holders of Class 6 General Unsecured Claims in accordance with the
Plan Payment Procedures set forth in Section 4.10 of the Plan. The
Class 6 Claims are Impaired by the Plan.
"Creditor Payment" means the proceeds of the Sale and Lot RT-015
Sale to be received by Debtor, which will be applied to make
payments under the Plan.
The source of funds for the payments pursuant to the Plan is (i)
the sale of the Excluded Commercial Lot or (ii) closing of a loan
for the then appraised value of the Excluded Lot as conducted by a
MAI designated appraiser.
The Creditors Payments, after payment of the required amounts at
closing, shall be disbursed as follows:
* First, in the amount necessary to pay then outstanding
balance of the Allowed Class 5 Secured Claim of Groundfloor; and
then
* Upon payment in full of the Class 5 Secure Claim, the
balance of the Creditor Payments will be distributed to any Allowed
Administrative Expense Claim until paid in full pro-rata based on a
fraction the numerator of which is the particular Allowed
Administrative Expense Claim and the denominator of which is all
Allowed Administrative Expense Claims. Debtor anticipates and
projects the administrative expense of Jones & Walden LLC, as
counsel to the Debtor; and then
* Next, the Creditor Payments shall be distributed to Holders
of Allowed Priority Claims, including holders of Priority Tax
Claims, pro-rata based on a fraction the numerator of which is the
particular Allowed Priority Claim and the denominator of which is
all Allowed Priority Claims, with interest accruing on the
principal balance of said claim at the rate required by Section 511
of the Bankruptcy Code from the Effective Date to the date of
payment, provided that the Class 3 Priority or Secured Tax Claim of
Clayton County owed by Debtor Winchester has been paid in full and
will not be paid under the Plan, and any additional ad valorem tax
on the Property, whether due in full or pro-rated as a closing
cost, will be paid at Closing. For the avoidance of doubt, any
Allowed Priority Tax Claim will be paid in full by the 5-year
anniversary of the Filing Date, and then
* Next, Debtor shall commence distributions of the Creditor
Payments to holders of General Unsecured Claims pro-rata based on a
fraction the numerator of which is the particular Allowed General
Unsecured Claim and the denominator of which is all Allowed General
Unsecured Claims.
A full-text copy of the Amended Disclosure Statement dated May 21,
2024 is available at https://urlcurt.com/u?l=URWLnI from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Leslie M. Pineyro, Esq.
Jones & Walden, LLC
699 Piedmont Ave. NE
Atlanta, GA 30308
Phone: (404) 564-9300
Email: lpineyro@joneswalden.com
About Winchester Real Estate Investment Co.
Winchester Real Estate Investment Company, LLC and HDRMP, LLC are
single asset real estate (as defined in 11 U.S.C. Section
101(51B)). The companies are based in Villa Rica, Ga.
Winchester and HDRMP filed voluntary Chapter 11 petitions (Bankr.
N.D. Ga. Case Nos. 23-10773 and 23-10775) on June 30, 2023, with $1
million to $10 million in both assets and liabilities. James W.
Davis, III, manager, signed the petitions.
Judge Paul Baisier oversees the cases.
The Debtors tapped Leslie Pineyro, Esq., at Jones & Walden, LLC as
bankruptcy counsel and Victor J. Harrison, Esq., at Harrison Law,
LLC as special counsel.
WINDSOR TERRACE: Plan Exclusivity Period Extended to June 20
------------------------------------------------------------
Judge Victoria S. Kaufman of the U.S. Bankruptcy Court for the
Central District of California extended Windsor Terrace Healthcare,
LLC, and its Affiliated Debtors' exclusive periods to file their
plan of reorganization to June 20, 2024.
As shared by Troubled Company Reporter, the Debtors and the
Official Committee of Unsecured Creditors have been actively
working for the past several months to formulate a consensual
disclosure statement and plan, and believe that they are very close
to finalizing these documents to be filed with the Court; however,
the parties need a brief period of additional time to iron out few
remaining items before the Committee agrees that the documents can
be filed with the Court.
Windsor Terrace Healthcare, LLC and its affiliates are represented
by:
Ron Bender, Esq.
Monica Y. Kim, Esq.
Juliet Y. Oh, Esq.
Robert M. Carrasco, Esq.
LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P.
2818 La Cienega Avenue
Los Angeles, CA 90034
Tel: (310) 229-1234
E-mail: rb@lnbyg.com
myk@lnbyg.com
jyo@lnbyg.com
rmc@lnbyg.com
About Windsor Terrace Healthcare
Windsor Terrace Healthcare, LLC and its affiliates are primarily
engaged in the businesses of owning and operating skilled nursing
facilities throughout the State of California. Collectively, the
Debtors own and operate 16 skilled nursing facilities, which
provide 24 hour, seven days a week and 365 days a year care to
patients who reside at those facilities.
In addition to the 16 skilled nursing facilities, the Debtors own
and operate one assisted living facility (which is Windsor Court
Assisted Living, LLC), one home health care center (which is S&F
Home Health Opco I, LLC), and one hospice care center (which is S&F
Hospice Opco I, LLC). The Debtors do not own any of the real
property upon which the facilities are located.
Windsor Terrace Healthcare and 18 affiliates filed Chapter 11
petitions (Bankr. C.D. Calif. Lead Case No. 23-11200) on Aug. 23,
2023. Two more affiliates, Windsor Sacramento Estates, LLC and
Windsor Hayward Estates, LLC, filed Chapter 11 petitions on Sept.
29.
At the time of the filing, Windsor Terrace Healthcare disclosed up
to $10 million in both assets and liabilities.
Judge Victoria S. Kaufman oversees the cases.
The Debtors tapped Levene, Neale, Bender, Yoo, and Golubchik, LLP
as bankruptcy counsel; Hooper, Lundy & Bookman, P.C. and Hanson
Bridgett, LLP as special counsels; and Province, LLC as financial
advisor. Stretto, Inc. is the Debtor's claims, noticing and
solicitation agent.
The U.S. Trustee for Region 16 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
Troutman Pepper Hamilton Sanders, LLP is the Debtors' legal
counsel.
Jacob Nathan Rubin, the patient care ombudsman, is represented by
RHM Law, LLP.
WORKINGLIVE TECHNOLOGIES: Unsecureds to Split $36K in 9 Quarters
----------------------------------------------------------------
WorkingLive Technologies, Inc., filed with the U.S. Bankruptcy
Court for the Southern District of Florida a Plan of Reorganization
under Subchapter V dated May 21, 2024.
The Debtor is a Delaware corporation that provides video conference
and e-commerce services, primarily to members of direct and
affiliate marketing programs.
The Debtor's revenue peaked during the Covid-19 pandemic as most
businesses operated remotely. As employees continue to work in
person, Zoom's and the Debtor's number of active customers reduced
significantly. The Debtor's contract with Zoom forced the debtor to
pay for a minimum number of licenses whether the debtor had active
paying customers or not.
The Debtor filed this Case to restructure its contract with its
primary vendor, Zoom or implement a new provider and switch
customers to that service, and focus on its e-commerce business
clients in order to get back to profitability.
Class 2 consists of the Allowed General Unsecured Claims. Without
prejudice, the Debtor estimates that Class 2 may consist of Allowed
General Unsecured Claims in an amount as high as $929,625.20.
Except to the extent that a holder of an Allowed Class 5 Claim has
been paid prior to the Effective Date or agrees to a different
treatment, in full satisfaction, settlement, release,
extinguishment and discharge of such Claim, each holder of an
Allowed Class 2 Claim shall receive a Pro Rata Distribution from a
total of $36,000, payable in nine quarterly installments of $4,000
beginning on the Effective Date. The Allowed Class 2 Claims are
Impaired.
Class 3 consists of the Equity Interests held by Nicolas Rowe and
Jacquelline Astudillo. Upon the Effective Date, unless otherwise
provided in the Plan or the Confirmation Order, the holders of
Allowed Equity Interests shall retain their Equity Interests in the
Debtor. The Allowed Class 3 Equity Interests are unimpaired and are
deemed to have accepted the Plan.
The sources of consideration for Distributions under the Plan is
the Debtor's operating income.
A full-text copy of the Plan of Reorganization dated May 21, 2024
is available at https://urlcurt.com/u?l=Nj3hCe from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Bradley S. Shraiberg, Esq.
SHRAIBERG PAGE PA
2385 NW Executive Center Drive, Suite 300
Boca Raton, FL 33431
Telephone: (561) 443-0800
Facsimile: (561) 998-0047
Email: bss@slp.law
About WorkingLive Technologies
WorkingLive Technologies, Inc., provides video conferencing and
e-commerce services primarily to direct sales and affiliate
marketing companies.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-11654-MAM) on
February 21, 2024. In the petition signed by Nicolas Rowe,
president, the Debtor disclosed up to $500,000 in assets and up to
$1 million in liabilities.
Judge Erik P. Kimball oversees the case.
Bradley S. Shraiberg, Esq., at Shraiberg Page PA, is the Debtor's
legal counsel.
WYTEC INTL: Reports Net Loss of $1.4MM in Q1 2024
-------------------------------------------------
Wytec International, Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $1,370,357 on $14,598 of revenue for the three months
ended March 31, 2024, compared to a net loss of $361,529 on $20,409
of revenue for the three months ended March 31, 2023.
"We have incurred continuous losses from operations, have an
accumulated deficit of $32,479,571 at March 31, 2024, and have
reported negative cash flows from operations. In addition, we do
not currently have the cash resources to meet our operating
commitments for the next 12 months," Wytec said.
As of March 31, 2024, the Company had $1,183,820 in total assets,
$1,913,768 in total liabilities, and $729,948 in total
stockholders' deficit.
"Our ability to continue as a going concern is dependent on our
ability to generate sufficient cash from operations to meet our
cash needs and/or to raise funds to finance ongoing operations and
repay debt. However, there can be no assurance that we will be
successful in our efforts to raise additional debt or equity
capital and/or that our cash generated by our operations will be
adequate to meet our needs. These factors, among others, indicate
that we may be unable to continue as a going concern for a
reasonable period of time," the Company said.
A full-text copy of the Company's Form 10-Q is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1560143/000168316824003512/wytec_i10q-033124.htm
About Wytec International
San Antonio, Texas-based Wytec International, Inc., a Nevada
corporation, is a designer and developer of patented small cell
technology, which is called the "LPN-16," and wide area networks
designed to support 5G network deployments across the United
States.
For the year ended December 31, 2023, the Company reported a net
loss of $3,311,013, compared to a net loss of $2,081,655 for the
same period in 2022. As of December 31, 2023, the Company had
$1,221,268 in total assets, $2,097,393 in total liabilities, and
$876,125 in total stockholders' deficit.
Ridgeland, Miss.-based Horne LLP, the Company's auditor since 2023,
issued a "going concern" qualification in its report dated March 8,
2024, citing that the Company has suffered recurring losses from
operations and its total liabilities exceed its total assets. This
raises substantial doubt about the Company's ability to continue as
a going concern.
XPLOR T1: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to Xplor
T1 LLC (Xplor T1). At the same time, S&P assigned its 'B-'
issue-level rating and '3' recovery rating to the company's
first-lien term loan B and $100 million revolver.
The stable outlook on Xplor reflects S&P's expectation it will
report good revenue growth and improving free operating cash flow
(FOCF) generation over the next 12-18 months, which will improve
its credit metrics and enable it to sustain FOCF to debt in the
low-single-digit percent area.
The 'B-' issuer credit rating reflects Xplor's short history of
generating positive FOCF and elevated debt to EBITDA. In 2023, the
company reversed its cash flow deficit and generated modest
positive annual FOCF of about $4.1 million, despite increasing its
revenue by 12.8% year over year, because restructuring costs and
high business investments weighed on its cash flow generation. S&P
also expect Xplor's adjusted debt to EBITDA will be elevated at
about 14x (about 8.7x excluding the preferred shares that it treats
as debt) in 2024.
S&P said, "While we expect the company will likely continue to
improve its FOCF on the expansion of its operating scale and an
increase in its embedded payments client base, its high annual
software development investment requirements (about 8.5% of total
revenue) and the lower gross margin in its more-commoditized direct
payment processing segment (about one-third of total revenue) may
preclude any significant rise in its EBITDA over the near term. We
classify Xplor's capitalized development costs as expenses. In
addition, we view the company's expected EBITDA margin of about 14%
in 2024 as below-average relative to those of the other pure-play
software (25%+) and scaled payment processing providers (20%+) we
rate. Xplor derives about one-third of its total revenue from its
software offerings."
The company's exposure to somewhat discretionary market verticals,
as well as the economic sensitivity of its SMB client base to
global economic conditions (derives about 30% of its revenue from
outside the U.S), present risks to its FOCF improvement trajectory
over the next 1-2 years. The Fitness & Wellbeing (25% of total
revenue) and Field Services (20%) segments are Xplor's largest
verticals. Additionally, S&P believes its modest scale in the
fragmented and competitive SMB software market, where various
players offer embedded finance solutions, may increase its churn
rates and overall business and cash flow volatility during periods
of weak demand.
S&P said, "The stable outlook reflects our expectation that Xplor
will increase its revenue by the high single-digit percent area on
the good expansion of its software offerings, higher attach rates
in its embedded payments businesses, and a steady improvement in
its legacy direct payments business. Our outlook also incorporates
our expectation for steady S&P Global Ratings-adjusted EBITDA
margins of about 15%-16% and FOCF to debt improving to more than 2%
over our outlook period. The outlook also reflects the company's
adequate liquidity profile over the next 12 months."
S&P could lower its rating on Xplor if:
-- A deterioration in its business prevents it from improving its
FOCF such that its FOCF to debt remains above the low single-digit
percent area;
-- Its liquidity position weakens because of persistently low FOCF
generation; or
-- Its cash interest coverage weakens to 1x on a sustained basis.
S&P could raise its rating on Xplor if:
-- It demonstrates a consistent track record of business growth
stemming from the successful execution of its software and embedded
payment strategies, which supports higher payment attach rates,
increased average revenue per customer, and new customer wins;
-- Its credit metrics improve such that it sustains FOCF to debt
of more than 5% and debt to EBITDA of less than 7.5x (equivalent to
about 11.5x including the preferred equity) on a sustained basis;
and
-- S&P believes the company's acquisition and shareholder return
policies will support its maintenance of these credit metrics.
Governance factors are a moderately negative consideration in S&P's
credit analysis of Xplor. S&P believes the company's private-equity
ownership will likely lead to decision making that promotes the
interests of its controlling owner.
XPLOR TECHNOLOGIES: Moody's Assigns First Time 'B3' CFR
-------------------------------------------------------
Moody's Ratings assigned to Xplor Technologies, LLC (Xplor) a B3
Corporate Family Rating and B3-PD Probability of Default Rating.
Concurrently, Moody's assigned a B3 rating to the senior secured
first lien credit facilities, comprised of a $700 million term loan
B, and $100 million revolving credit facility issued by Xplor T1,
LLC (the debt issuing subsidiary of Xplor). The outlook for both
entities is stable.
The net proceeds from the term loan will be used to refinance
Xplor's existing debt.
RATINGS RATIONALE
The B3 CFR reflects Xplor's pro forma leverage of 7.2x debt/EBITDA
(including add-backs for restructuring, M&A related expenses, and
cost synergies, and expensing two thirds of the capitalized
software development costs). Moody's expects that Xplor will reduce
its leverage to around 5.5x over the next 18 months based on
projected high single digit revenue growth and margin expansion.
Xplor, as a provider of vertically-specific SaaS business
management software with embedded payment capabilities, benefits
from solid growth prospects supported by the market shift towards
software-embedded solutions, especially among small and medium size
businesses (SMBs). Xplor has also demonstrated the ability to
cross-sell software and payments services as well as win new
customers. Good revenue visibility comes from annual subscriptions
for software products and re-occuring transaction-based revenue
from payments. Moody's expects the company's margins will continue
to improve through operating leverage and implemented cost
rationalization.
At the same time, Xplor is a relatively small player that competes
with both merchant acquirers and vertically-focused software
companies. Moody's views the company's direct payment business,
representing a third of the revenue, as less differentiated with
slower growth prospects. The company's SMB exposure is reflected in
its gross retention rates, which are somewhat below the retention
rates for many enterprise application software companies, and
increases Xplor's business risks in economic downturns. The
company's largest vertical, fitness and wellbeing, has favorable
long term fundamentals driven by an aging population and increased
focus on health and wellness by consumers. However, this vertical
relies on cyclical discretionary consumer spending and typically
would see high membership attrition rates during periods of
economic weakness.
Governance is a key consideration for the rating, primarily driven
by Xplor's controlled ownership and high initial leverage. Private
equity ownership and the fragmented nature of the market indicate
that Xplor could supplement organic growth with debt-funded
acquisitions. In addition, given the company's sizable preferred
equity, Moody's believes that over time Xplor will have incentives
to refinance the instrument with debt. As a provider of software
and payment services, Xplor has limited exposure to environmental
considerations. Social considerations include exposure to human
capital and data security risks.
Xplor's liquidity is good, supported by $65 million of pro forma
cash and access to a new $100 million revolver, which is expected
to remain undrawn. The company's free cash flow has been weak,
impacted by elevated one-time costs as well as investments in R&D.
Moody's projects free cash flow will improve to around $20 million
in 2025 supported by revenue growth and margin expansion.
The stable outlook reflects Moody's expectation that Xplor will
generate high single digit revenue growth and delever to around
5.5x over the next 18 months. At the same time, free cash flow
generation should continue to improve to low single digits of
debt.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Xplor continues to demonstrate
strong organic revenue growth, leverage is expected to sustain
below 5.5x debt/EBITDA, and free cash flow to debt is expected to
sustain above 5%.
The ratings could be downgraded if revenue growth is weaker than
anticipated, leverage is expected to sustain above 7.5x
debt/EBITDA, and free cash flow is negative on other than a
temporary basis.
Marketing terms for the new credit facilities (final terms may
differ materially) include the following:
Incremental pari passu debt capacity up to the greater of a
dollar-capped amount equivalent to 100% of Closing Date EBITDA (to
be disclosed) and 100% of LTM Consolidated EBITDA, plus unlimited
amounts subject to the greater of the Specified First Lien Net
Leverage Ratio and leverage neutral incurrence. Amounts up to a
dollar-capped amount equivalent to 100% of Closing Date EBITDA
(with a builder component), plus any indebtedness incurred to
finance any acquisition or other permitted investment can be
incurred with an earlier maturity date. Ratio debt is not subject
to any maturity limitations. The credit agreement is expected to
include J.Crew, Serta, Chewy provisions. Amounts up to 200% of
unused capacity from the Available RP Amount Basket (only half of
which may be secured on a pari passu basis), and the unused
capacity from the General Restricted Debt Payment Basket and the
builder basket may be reallocated to incur debt.
Headquartered in Creve Coeur, MO, Xplor is a provider of
vertically-specific SaaS business management software with embedded
payment capabilities. The company's key verticals are fitness and
wellbeing, field services, childcare and education, and personal
services. Xplor is owned by Advent International and FTV Capital.
In the LTM March 2024, the company generated $552 million of
revenue.
The principal methodology used in these ratings was Software
published in June 2022.
YZ ENTERPRISE: Seeks to Tap Diller and Rice as Bankruptcy Counsel
-----------------------------------------------------------------
YZ Enterprise Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of Ohio to employ Diller and Rice, LLC as
its legal counsel.
The firm will provide these services:
(a) consult with and aid the Debtor in the preparation and
implementation of a plan of reorganization; and
(b) represent the Debtor in all matters relating to such
proceedings.
Eric Neuman, Esq., the primary attorney in this representation,
will be compensated at his hourly rate of $325 plus expenses.
Prior to the petition date, the firm received a retainer of $5,000
from the Debtor.
Mr. Neuman 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:
Eric R. Neuman, Esq.
Diller and Rice LLC
124 E. Main Street
Van Wert, OH 45891
Telephone: (419) 238-5025
Facsimile: (419) 238-4705
Email: Eric@drlawllc.com
About YZ Enterprise
YZ Enterprise Inc., a food manufacturer specializing in bites,
cookies, and toastees, sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-31033) on May
31, 2024. In the petition signed by Tamar Markham, chief executive
officer, the Debtor disclosed $811,199 in total assets and
$3,738,187 in total liabilities.
Judge John P. Gustafson oversees the case.
Eric R. Neuman, Esq., at Diller and Rice LLC represents the Debtor
as legal counsel.
[*] Brands That Announced Store Closures in 2024
------------------------------------------------
Newsweek reports that as major restaurant chain Red Lobster files
for bankruptcy protection after abruptly shuttering 99 sites, the
household name is not the only food or retail icon forced to
announce closures this year, 2024.
Shockwaves rippled through the catering industry and beyond when
Red Lobster closed dozens of sites earlier this month, before
filing for Chapter 11 bankruptcy last week. Analysts suggested the
blame lay with poor management decisions and costly all-you-can-eat
deals offered as the price of shrimp fluctuated then soared.
Restaurant bosses were also forced to contend with high inflation
pushing up wholesale costs, with rising prices also forcing many
diners to eat at home to save money.
But Red Lobster is not alone; several other food outlets are also
closing down. A tough economic climate for businesses and a
cost-of-living crisis for consumers has left many stalwarts
floundering. Thousands of small businesses have warned they are at
risk of closing, but even well-known brands that many Americans
have grown up with are also at risk.
Many have filed for Chapter 11 bankruptcy, which is often referred
to as a "reorganization" bankruptcy and is effectively a type of
protection. It means that creditors usually suspend attempts to
collect debts but will have a say on any reorganization plans,
while the debtor remains in possession of the business and may even
continue to run it with the possibility—depending on court
approval—to borrow more money. It is usually offered when
businesses have large debts but also earn a sizable income.
As scores of much-loved businesses file for bankruptcy, Newsweek
has reached out to the U.S. Chamber of Commerce by email seeking
comment on the sheer volume of closures.
Below is a list of chains that have announced closures this year:
* Walgreens
Almost 650 workers were laid off, the company confirmed to Newsweek
last month, as it underwent a "restructuring" process of closing
150 American stores as part of a paring-down strategy launched in
2023 in a bid to cut costs.
* Walmart
Walmart is shuttering nine of its locations in the U.S., blaming
financial underperformance for the decision. However, it said it
plans to open 14 new sites in 2024.
Walmart will close five stores in California, as well one each in
the states of Colorado, Maryland, Ohio, and Wisconsin.
The news comes after the retail chain shut down four stores in
Chicago in 2023, following losses of "tens of millions of dollars a
year," the company confirmed in a statement.
* Rue 21
The teen fashion chain is set to close all 540 stores after filing
for Chapter 11 bankruptcy at the beginning of May.
* The Body Shop
Cosmetics and toiletries chain The Body Shop closed all of its
U.S.-based operations in March, along with the closures of dozens
of its Canadian stores.
* Family Dollar
Some 600 Family Dollar stores were shuttered this year, with
hundreds more closures planned over the next few years as the
discount retailer's location leases come to an end.
Dollar Tree, which owns the brand, said it had made the decision
after a "comprehensive review of our store portfolio to identify
and address underperforming stores and invest in improved store
standards and growth."
* Best Buy
Even behemoth Best Buy has not escaped unscathed, with the
electronics chain announcing plans to cut up to 15 stores by next
year. The company revealed its decision in a quarterly earnings
call at the end of February. It comes as 24 stores were shed in the
2024 fiscal year, Chief Financial Officer Matt Bilunas said.
* Party City
The party supplies retailer announced plans to close 35 stores
after filing for Chapter 11 bankruptcy protection. Some 22 stores
were shut in February, with nine more closed in April, and a
further four slated for closure this month.
* CVS
Hundreds of the drugstore's pharmacies inside Targets were slated
for closure and the company also plans to reduce its workforce. CVS
said it was part of a plan to optimize the spacing of its sites
across the country.
* Foot Locker
Underperforming stores in shopping malls were the focus of a
shake-up by the sportswear company. Some 400 stores across North
America are set to close by 2026, Foot Locker said during its 2023
Investor Day presentation.
* Rite Aid
The pharmacy chain closed an eyewatering 520 locations—a quarter
of its stores—within just seven months after filing for Chapter
11 bankruptcy, Bloomberg reported on May 3, 2024.
* 99 Cents Only
All 371 U.S. stores run by the discount chain will be shuttered as
the business winds down, the company's interim CEO Mike Simoncic
announced in April 2024.
"Unfortunately, the last several years have presented significant
and lasting challenges in the retail environment, including the
unprecedented impact of the COVID-19 pandemic, shifting consumer
demand, rising levels of shrink, persistent inflationary pressures
and other macroeconomic headwinds," Simoncic said. "This was an
extremely difficult decision and is not the outcome we expected or
hoped to achieve."
* Express
Clothing chain Express revealed that more than 25 states will lose
stores as it closes more than 100 sites after filing for Chapter 11
bankruptcy protection. The closures began last month.
[*] Iron Gate Motor Condominium Up for Sale on July 18
------------------------------------------------------
A court-ordered real estate auction for the sale of Iron Gate Motor
Condominium located at 2212 Ferry Road, Unite #103, Naperville,
Illinois, on July 18, 2024. Expected selling range is between $1
million and $1.55 million. Private viewing is June 28, 2024, from
11:00 a.m. to 1:00 p.m.; June 30 and 3, 2024, from 3:00 p.m. to
5:00 p.m.; and July 14, 2024, from 3:00 p.m. to 5:00 p.m. Further
information, contact Rick Levin & Associates Inc., Tel:
312-440-2000.
[*] U.S. Distressed M&A Volumes Increased
-----------------------------------------
Adam Cieply of M&A Explorer reports that Distressed US M&A volumes
are on the rise.
The US appears likely to enter a default cycle in the near future,
according to senior fund managers and economists. A recent bout of
M&A transactions involving chapter 11 cases point in the same
direction. Taking deals involving bankruptcy cases as a proxy for
distressed M&A, 16 such transactions were announced in the US in
Q1, up 14.3 percent year on year, according to Dealogic. The
aggregate value of those deals reached US$1.8 billion, a gain of 76
percent from the same period in 2023.
Zooming out, that value total is 33 percent lower than the Q1
average over the past three years, owing mostly to a spate of
larger deals in early 2021, when ten bankruptcy-related M&A
transactions worth a combined US$6.3 billion were announced.
Meanwhile, the volume of these types of deals in Q1 2024 was up 71
percent from the Q1 average of the past three years. This means the
recent trend has been toward smaller deals involving bankruptcies,
but mid-market and larger companies have been affected as well.
Chapter 11 deals
In the largest of these recent deals, announced in January,
regional sports network operator Diamond Sports Group entered into
a restructuring plan to emerge from chapter 11 proceedings. The
company was faced with a combination of declining linear subscriber
numbers and a debt load exceeding US$8 billion. These challenges
were exacerbated by the broader shift in consumer preferences
toward streaming platforms, which affected traditional cable TV
revenues. Under the arrangement, Amazon agreed to invest US$115
million in exchange for a minority stake in Diamond. The
restructuring agreement also includes a US$450 million loan to
finance the proceedings and pay down debt.
In the same month, cryptocurrency exchange platform Celsius Network
successfully restructured under a chapter 11 bankruptcy plan in
which creditors will receive more than US$3 billion in
cryptocurrency. The plan also included the spinoff of Celsius's
bitcoin mining business to creditors. Now known as Ionic Digital,
it is one of the largest pure-play bitcoin mining companies in the
market and is in the process of listing itself on a national
securities exchange.
Meanwhile, global IT company ConvergeOne, now known as C1, received
court approval late this month for a prepackaged chapter 11 plan
that will reduce approximately 80 percent of its debt and provide
for US$245 million in new equity commitments. The terms will allow
C1 to continue operating, while the financing will support the
restructuring process and future business activities.
Commercial property
Sector exposure has a considerable impact on financial distress.
Investment research company MSCI noted earlier this year that the
value of distressed US commercial real estate swelled to US$85.8
billion by the end of 2023, driven by troubled office properties as
declining prices, higher borrowing costs and ballooning insurance
premiums weighed on the market.
The balance of distress, which includes financially struggling
assets and properties taken back by lenders, rose throughout last
year. However, the pace of new trouble slowed in Q4, when fresh
distress exceeded resolutions by US$4.2 billion, down from US$9
billion in Q3.
Potential distress, which may signal future financial trouble,
reached US$234.6 billion at the end of last year. Multifamily
properties made up the largest pool of potentially distressed
assets, with a value of US$67.3 billion, followed by office
properties, at US$54.7 billion.
In addition to the higher cost of capital, which presents major
headwinds for all commercial real estate sectors, multifamily
properties are contending with lower rent growth and rising
property taxes. In Texas, for example, owners of these properties
have seen double-digit increases in property tax assessments,
meaning non-controllable expenses are outpacing income growth.
Meanwhile, office-space owners continue to grapple with the
aftermath of the pandemic and the shift toward remote working.
Banking stress
Stress in the property sector is having pronounced downstream
effects. In March, S&P Global downgraded its outlooks for five US
regional banks due to their exposure to commercial real estate
loans, raising concerns about a repeat of last year's banking
crisis led by Silicon Valley Bank and Signature Bank.
First Commonwealth Financial, M&T Bank, Synovus Financial,
Trustmark and Valley National Bancorp all had their outlooks
revised from "stable" to "negative," citing the possibility that
stress in commercial real estate markets could affect the banks’
asset quality and performance. This brought the total number of
banks under S&P's watch with a negative outlook to nine, equivalent
to 18 percent of all the US banks it tracks—a result the ratings
agency says is partly due to sizable commercial real estate
exposures.
This coincides with a consortium of investors, including former
Treasury Secretary Steven Mnuchin's Liberty Capital, agreeing in
March to invest more than US$1 billion to rescue New York Community
Bancorp, which had been set back by its commercial real estate
exposure and by challenges stemming from its own rescue of
Signature last year.
If a default cycle is indeed on the horizon, commercial real estate
will most likely be the epicenter of distressed M&A activity in the
US. The International Monetary Fund reported earlier this year that
US prices in the sector had fallen 11 percent since the Fed began
raising rates in March 2022, while the Mortgage Bankers Association
estimates that 20 percent of the US$4.7 trillion of outstanding US
commercial mortgages held by lenders and investors will mature by
the end of this year. This could mean further pain for America’s
smaller banks.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
99 ACQUISITION G NNAGU US 78.5 (2.9) (0.9)
ABEONA THERAPEUT ABEO US 74.8 (8.9) 54.8
AEMETIS INC AMTX US 242.2 (232.1) (85.0)
AGENUS INC AGEN US 256.6 (190.3) (195.7)
ALCHEMY INVESTME ALCYU US 122.6 (5.5) (0.5)
ALCHEMY INVESTME ALCY US 122.6 (5.5) (0.5)
ALNYLAM PHARMACE ALNY US 3,824.4 (219.3) 2,046.9
ALTRIA GROUP INC MO US 36,475.0 (5,064.0) (5,737.0)
AMC ENTERTAINMEN AMC US 8,538.7 (2,031.0) (590.0)
AMERICAN AIRLINE AAL US 64,384.0 (5,500.0) (10,451)
AMNEAL PHARM INC AMRX US 3,456.4 (16.6) 545.7
AON PLC-CLASS A AON US 40,767.0 (28.0) 6,786.0
APPIAN CORP-A APPN US 595.4 (9.7) 96.0
AULT DISRUPTIVE ADRT/U US 1.0 (5.0) (2.4)
AUTOZONE INC AZO US 17,108.4 (4,838.2) (1,903.1)
AVIS BUDGET GROU CAR US 33,528.0 (508.0) (741.0)
BATH & BODY WORK BBWI US 5,221.0 (1,676.0) 696.0
BAUSCH HEALTH CO BHC US 26,913.0 (174.0) 991.0
BAUSCH HEALTH CO BHC CN 26,913.0 (174.0) 991.0
BELLRING BRANDS BRBR US 765.0 (247.7) 340.2
BEYOND MEAT INC BYND US 735.0 (561.4) 257.7
BIOCRYST PHARM BCRX US 467.9 (476.9) 327.2
BIOHARVEST SCIEN BHSC CN 17.5 (4.3) (7.8)
BIOHARVEST SCIEN CNVCD US 17.5 (4.3) (7.8)
BIOTE CORP-A BTMD US 160.1 (44.9) 90.3
BOEING CO/THE BA US 134,484.0 (17,016.0) 13,274.0
BOMBARDIER INC-A BBD/A CN 12,822.0 (2,154.0) 184.0
BOMBARDIER INC-A BDRAF US 12,822.0 (2,154.0) 184.0
BOMBARDIER INC-B BBD/B CN 12,822.0 (2,154.0) 184.0
BOMBARDIER INC-B BDRBF US 12,822.0 (2,154.0) 184.0
BOOKING HOLDINGS BKNG US 27,728.0 (4,052.0) 3,644.0
BRIDGEBIO PHARMA BBIO US 849.3 (1,036.9) 641.9
BRIDGEMARQ REAL BRE CN 181.1 (62.3) (86.2)
BRIGHTSPHERE INV BSIG US 544.9 (10.2) -
BRINKER INTL EAT US 2,495.7 (46.7) (408.2)
CALUMET SPECIALT CLMT US 2,731.6 (284.1) (12.7)
CARDINAL HEALTH CAH US 45,880.0 (3,262.0) (572.0)
CARTESIAN THERAP RNAC US 325.2 (116.8) 74.5
CARVANA CO CVNA US 6,983.0 (311.0) 1,958.0
CEDAR FAIR LP FUN US 2,264.3 (730.9) (234.1)
CHENIERE ENERGY CQP US 17,497.0 (822.0) (1,845.0)
CHILDREN'S PLACE PLCE US 800.3 (9.0) (164.3)
COMMUNITY HEALTH CYH US 14,417.0 (878.0) 1,039.0
COMPOSECURE IN-A CMPO US 213.6 (197.4) 108.4
CONSENSUS CLOUD CCSI US 620.8 (151.8) 24.5
CONX CORP CONXU US 22.5 (15.7) (5.0)
CONX CORP-A SHRS CNXX US 22.5 (15.7) (5.0)
COOPER-STANDARD CPS US 1,844.4 (123.8) 233.5
CORE SCIENTIFIC CORZ US 814.0 (318.5) 5.2
CORNER GROWTH AC COOLU US 3.8 (11.5) (5.0)
CORNER GROWTH AC COOL US 3.8 (11.5) (5.0)
CPI CARD GROUP I PMTS US 319.8 (48.5) 106.9
CROSSAMERICA PAR CAPL US 1,179.5 (1.8) (36.6)
CYTOKINETICS INC CYTK US 808.1 (396.2) 549.8
DELEK LOGISTICS DKL US 1,654.4 (42.5) 48.3
DELL TECHN-C DELL US 80,190.0 (2,723.0) (13,107)
DENNY'S CORP DENN US 460.4 (55.7) (55.0)
DIGITALOCEAN HOL DOCN US 1,485.6 (286.1) 326.9
DINE BRANDS GLOB DIN US 1,695.2 (244.8) (92.8)
DOMINO'S PIZZA DPZ US 1,744.7 (4,008.3) 384.9
DOMO INC- CL B DOMO US 204.4 (163.5) (94.0)
DROPBOX INC-A DBX US 2,797.7 (277.2) 172.4
EMBECTA CORP EMBC US 1,199.6 (769.6) 399.6
ETSY INC ETSY US 2,497.7 (583.8) 839.3
FAIR ISAAC CORP FICO US 1,703.1 (735.7) 326.4
FERRELLGAS PAR-B FGPRB US 1,621.0 (193.3) 215.7
FERRELLGAS-LP FGPR US 1,621.0 (193.3) 215.7
FOGHORN THERAPEU FHTX US 255.0 (97.5) 159.5
FORTINET INC FTNT US 7,662.1 (137.5) 759.3
GCM GROSVENOR-A GCMG US 497.3 (100.9) 84.5
GCT SEMICONDUCTO GCTS US 35.8 (62.4) (39.8)
GLOBAL PARTNER A GPACU US 20.3 (1.2) (9.9)
GLOBAL PARTNER-A GPAC US 20.3 (1.2) (9.9)
GOAL ACQUISITION PUCKU US 4.0 (10.4) (12.7)
GRINDR INC GRND US 437.7 (22.0) 5.4
H&R BLOCK INC HRB US 3,213.3 (129.8) 21.8
HAWAIIAN HOLDING HA US 3,790.9 (40.2) (141.3)
HERBALIFE LTD HLF US 2,647.0 (1,036.6) 281.5
HERON THERAPEUTI HRTX US 217.9 (33.8) 110.5
HILTON WORLDWIDE HLT US 15,932.0 (2,817.0) (591.0)
HP INC HPQ US 37,433.0 (916.0) (6,246.0)
ILEARNINGENGINES AILE US 111.8 (47.1) 39.8
IMMUNITYBIO INC IBRX US 400.7 (691.0) 142.0
INHIBRX BI INBX US 28.2 (10.8) (24.2)
INSMED INC INSM US 1,159.1 (464.8) 337.9
INSPIRED ENTERTA INSE US 331.1 (81.2) 50.0
INTUITIVE MACHIN LUNR US 170.8 (43.9) 10.9
IRONWOOD PHARMAC IRWD US 438.8 (330.5) (44.3)
JACK IN THE BOX JACK US 2,899.0 (702.6) (245.4)
LAMAR ADVERTIS-A LAMR US 6,525.1 (616.5) (340.7)
LESLIE'S INC LESL US 1,095.2 (231.0) 191.5
LINDBLAD EXPEDIT LIND US 868.0 (116.5) (71.0)
LIONS GATE ENT-B LGF/B US 7,092.7 (187.2) (2,528.6)
LIONS GATE-A LGF/A US 7,092.7 (187.2) (2,528.6)
LOWE'S COS INC LOW US 45,365.0 (14,606.0) 3,244.0
MADISON SQUARE G MSGS US 1,388.5 (294.0) (275.9)
MADISON SQUARE G MSGE US 1,458.6 (94.6) (295.0)
MANNKIND CORP MNKD US 480.9 (230.0) 283.2
MARBLEGATE ACQ-A GATE US 7.1 (15.4) (0.3)
MARRIOTT INTL-A MAR US 25,756.0 (1,616.0) (4,720.0)
MARTIN MIDSTREAM MMLP US 512.1 (61.5) 23.0
MATCH GROUP INC MTCH US 4,403.5 (107.7) 731.0
MBIA INC MBI US 2,488.0 (1,723.0) -
MCDONALDS CORP MCD US 53,513.0 (4,833.0) (829.0)
MCKESSON CORP MCK US 67,443.0 (1,599.0) (4,387.0)
MEDIAALPHA INC-A MAX US 153.0 (89.4) (0.7)
METTLER-TOLEDO MTD US 3,283.1 (158.7) 79.2
MSCI INC MSCI US 5,478.6 (650.5) (4.0)
NATHANS FAMOUS NATH US 42.9 (35.0) 21.1
NEW ENG RLTY-LP NEN US 381.2 (69.0) -
NOVAGOLD RES NG CN 126.9 (16.1) 118.1
NOVAGOLD RES NG US 126.9 (16.1) 118.1
NOVAVAX INC NVAX US 1,353.5 (867.1) (77.3)
NUTANIX INC - A NTNX US 2,774.9 (619.5) 955.7
O'REILLY AUTOMOT ORLY US 14,213.1 (1,391.2) (2,288.7)
ODYSSEY MARINE OMEX US 20.6 (91.1) (30.2)
OMEROS CORP OMER US 437.5 (71.3) 221.9
OTIS WORLDWI OTIS US 9,791.0 (4,816.0) (180.0)
OUTLOOK THERAPEU OTLK US 59.0 (134.2) 3.7
PAPA JOHN'S INTL PZZA US 847.2 (445.5) (56.7)
PELOTON INTERA-A PTON US 2,408.5 (590.4) 675.5
PETRO USA INC PBAJ US 0.0 (0.2) (0.2)
PHATHOM PHARMACE PHAT US 356.5 (148.5) 296.9
PHILIP MORRIS IN PM US 65,315.0 (8,563.0) (1,294.0)
PITNEY BOWES INC PBI US 4,103.0 (392.4) (43.3)
PLANET FITNESS-A PLNT US 2,992.8 (99.2) 274.3
PROS HOLDINGS IN PRO US 407.9 (84.0) 34.0
PTC THERAPEUTICS PTCT US 1,789.6 (893.9) 594.2
RAPID7 INC RPD US 1,488.5 (86.4) 101.8
RDE INC RSTN US 1.8 (3.2) (4.0)
RE/MAX HOLDINGS RMAX US 566.7 (77.9) 30.9
REALREAL INC/THE REAL US 431.6 (327.1) 31.6
RED ROBIN GOURME RRGB US 717.1 (29.1) (104.4)
REDFIN CORP RDFN US 1,071.1 (5.8) 93.8
RH RH US 4,143.9 (297.4) 229.0
RINGCENTRAL IN-A RNG US 1,873.1 (322.9) 67.0
RMG ACQUISITION RMGUF US 7.0 (11.0) (7.5)
RMG ACQUISITION RMGCF US 7.0 (11.0) (7.5)
SBA COMM CORP SBAC US 9,995.3 (5,186.2) (1,965.7)
SCOTTS MIRACLE SMG US 3,924.2 (250.9) 874.8
SEAGATE TECHNOLO STX US 7,096.0 (1,889.0) (447.0)
SEMTECH CORP SMTC US 1,376.5 (313.1) 314.4
SIX FLAGS ENTERT SIX US 2,737.9 (457.4) (449.9)
SLEEP NUMBER COR SNBR US 908.5 (445.9) (725.1)
SOLARMAX TECHNOL SMXT US 54.7 (0.6) (9.1)
SPIRIT AEROSYS-A SPR US 6,764.5 (1,113.8) 1,240.5
SQUARESPACE IN-A SQSP US 965.5 (266.3) (183.6)
STARBUCKS CORP SBUX US 29,363.2 (8,442.2) (1,063.9)
SYMBOTIC INC SYM US 1,588.0 413.6 392.9
SYNDAX PHARMACEU SNDX US 543.0 (482.9) 403.1
TORRID HOLDINGS CURV US 476.9 (211.7) (53.0)
TPI COMPOSITES I TPIC US 745.9 (184.1) 70.6
TRANSDIGM GROUP TDG US 21,577.0 (3,022.0) 6,047.0
TRAVEL + LEISURE TNL US 7,023.0 (925.0) 975.0
TRINSEO PLC TSE US 2,989.4 (348.0) 464.7
TRISALUS LIFE SC TLSI US 17.9 (34.9) (1.2)
TRIUMPH GROUP TGI US 1,686.3 (104.4) 583.1
TRULEUM INC TRLM US 2.0 (3.0) (3.6)
TUCOWS INC-A TC CN 780.3 (15.9) 5.7
TUCOWS INC-A TCX US 780.3 (15.9) 5.7
UNISYS CORP UIS US 1,890.5 (144.8) 330.1
UNITED HOMES GRO UHG US 287.2 (4.7) 179.5
UNITED PARKS & R PRKS US 2,669.2 (243.1) (113.0)
UNITI GROUP INC UNIT US 4,984.6 (2,477.5) -
UROGEN PHARMA LT URGN US 200.6 (40.1) 170.4
VECTOR GROUP LTD VGR US 1,017.3 (739.1) 376.8
VERISIGN INC VRSN US 1,727.8 (1,635.7) (225.6)
WAYFAIR INC- A W US 3,240.0 (2,825.0) (437.0)
WINGSTOP INC WING US 412.3 (434.4) 92.0
WINMARK CORP WINA US 38.3 (52.6) 11.9
WORKIVA INC WK US 1,201.9 (83.2) 530.1
WPF HOLDINGS INC WPFH US 0.0 (0.3) (0.3)
WYNN RESORTS LTD WYNN US 13,470.7 (946.4) 1,137.8
XPONENTIAL FIT-A XPOF US 508.4 (91.5) (4.6)
YELLOW CORP YELLQ US 2,147.6 (447.8) (1,098.0)
YUM! BRANDS INC YUM US 6,224.0 (7,756.0) 586.0
*********
Monday's edition of the TCR delivers a list of indicative prices
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
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