/raid1/www/Hosts/bankrupt/TCR_Public/240612.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, June 12, 2024, Vol. 28, No. 163
Headlines
12892 MIZNER: Case Summary & Four Unsecured Creditors
17059 WANDERING: Hits Chapter 11 Bankruptcy Protection
2TG LLC: Wins Cash Collateral Access on Final Basis
99 CENTS: Closes About 200 Stores to Reopen as Dollar Tree
A&O FAMILY LLC: Voluntary Chapter 11 Case Summary
A&O FAMILY: Voluntary Chapter 11 Case Summary
ALTAS P2 MANAGING: Voluntary Chapter 11 Case Summary
AMERICAN ACRYLICS: Seeks Cash Collateral Access
APPLIED UV INC: Seeks Chapter 11 Bankruptcy Protection
APPLIED UV: Court OKs $3.5MM DIP Loan From Pinnacle Bank
AQUABOUNTY TECHNOLOGIES: All 3 Proposals Passed at Annual Meeting
AQUABOUNTY TECHNOLOGIES: David Melbourne Jr. Promoted to CEO
ASTRO INTERMEDIATE: S&P Withdraws 'SD' Issuer Credit Rating
ATARA BIOTHERAPEUTICS: 7 of 8 Proposals Approved at Annual Meeting
BACKBEAT BREWING: Wins Cash Collateral Access Thru July 17
BARTLEY INVESTMENTS: Starts Subchapter V Bankruptcy Process
BAYER & SONZ: Seeks to Hire Compass as Realtor
BESTWALL: 4th Circ. Agrees to Hear 'Two-Step' Asbestos Ch.11 Appeal
BETTER DAY: Unsecureds Will Get 15.4% of Claims over 36 Months
BEVERLY COMMUNITY: Trustee Hires Lilian L. Gong as Consultant
BIO-KEY INTERNATIONAL: Bush & Associates Raises Going Concern Doubt
BIOTRICITY INC: Issues 8.95 Million Common Shares to Investors
BLACKRIDGE CONSTRUCTION: Wins Interim Cash Collateral Access
BOWFLEX INC: Unsecureds Will Get 5.2% to 16.3% in Liquidating Plan
BUCKEYE PARTNERS: Moody's Rates New $500MM Unsecured Notes 'B1'
BUCKEYE PARTNERS:S&P Rates New $500MM Senior Unsecured Notes 'BB-'
BURGERFI INTERNATIONAL: All 4 Proposals Approved at Annual Meeting
CASA SYSTEMS: Court Chooses Vecima Technology as Back-up Bidder
CASA SYSTEMS: Gets Court Nod to Sell Cable Biz to Winning Bidder
CBD LEWIS: Hires Demarco Mitchell PLLC as Legal Counsel
CERTARA HOLDCO: S&P Rates Term Loan B 'BB-' on Refinancing
CHARLES-N-ANGEL'S LLC: Files Emergency Bid to Use Cash Collateral
CLEARSIGN TECHNOLOGIES: Board Vacates Position of Chairman
COMMON KIN: Seeks Chapter 7 Liquidation
CORENERGY INFRASTRUCTURE: Court Confirms Chapter 11 Plan
CREAGER MERCANTILE: Creager Co. Blames City Permitting for Ch.11
CV SCIENCES: All Three Proposals Passed at Annual Meeting
CYTOSORBENTS CORP: All Four Proposals Passed at Annual Meeting
D AND J'S HASH: Unsecured Creditors to Split $15K over 3 Years
D&H BROADCASTING: Hires Smithwick & Belendiuk as Special Counsel
DIAMOND OFFSHORE: Moody's Puts 'B2' CFR on Review for Upgrade
DIAMOND OFFSHORE: S&P Places 'B' ICR on CreditWatch Positive
DIGITAL AUTO: Seeks to Hire Noah R. Friend Law Firm as Counsel
DIOCESE OF SYRACUSE: Nears Chapter 11 Bankruptcy Exit After 4 Years
DNC AND TCPA: Hires Cimino Law Office as Legal Counsel
DS26 LLC: Case Summary & Three Unsecured Creditors
DUSOBOX CORP: Court OKs Interim Cash Collateral Access
EAB GLOBAL: Moody's Rates Extended $125MM First Lien Revolver 'B3'
EASTERN MEAT: Liquidity Issues Cue CCAA Filing; Deloitte as Monitor
ENVIVA INC: Judge Boots Vinson as Bankruptcy Counsel
EUSHI FINANCE: S&P Assigns 'BB+' Rating on Junior Sub Notes
EVERGREEN HOMES: Hires Landau Law PLLC as Counsel
EVERGREEN HOMES: Hires Zwelling Law PLLC as Special Counsel
EXPRESS INC: Gets Offer to Liquidate Company
EXPRESS INC: Hires Ernst & Young LLP as Tax Service Provider
EXPRESS INC: Hires Stretto Inc. as Administrative Advisor
EXPRESS INC: Tap PricewaterhouseCoopers as Audit Service Provider
FLUENT INC: All Three Proposals Passed at Annual Meeting
FREE SPEECH SYSTEMS: Creditors Say InfoWars Parent Should Liquidate
FTX GROUP: Advisors, Lawyers Charge More Than $500-Mil. in Fees
FTX GROUP: Figure Markets Launches FTX Claims Marketplace
FTX GROUP: Sam Bankman-Fried Returns to NY Jail After Prisons' Tour
FTX GROUP: Settles $8 Billion Tax Fight With IRS for Only $885Mil.
FTX GROUP: Silver Points Sues Creditor for Reneging Claim Sale
FULTON MERCER: Seeks to Hire Weiss Law Group LLC as Counsel
G & I SOLUTIONS: Wins Cash Collateral Access Thru July 23
GABHALTAIS TEAGHLAIGH: Gets OK to Sell Property to Root Development
GIRARDI & KEESE: Feds Say Girardi's Fame Not the Same as Avennati
GIZMO BREW: Wins Cash Collateral Access Thru July 10
GLENDA SWARTZ: Wins Interim Cash Collateral Access
GMS INC: S&P Alters Outlook to Positive, Affirms 'BB-' ICR
GREAT EASTERN: Files Emergency Bid to Use Cash Collateral
GREENWAVE TECHNOLOGY: Expects $15.3M Proceeds From Stock Offering
HARBOR CUSTOM: Creditors to Get Proceeds From Liquidation
HEALTHLYNKED CORP: Secures $1 Million Financing From CEO Dent
HEYWOOD HEALTHCARE: Files Chapter 11 Exit Plan
HOME BUILDING: Voluntary Chapter 11 Case Summary
I-ON DIGITAL: Kreit & Chiu CPA Raises Going Concern Doubt
IDAHO COPPER: Recurring Losses Raise Going Concern Doubt
INNOVATIVE DENTAL: Seeks to Hire ATEC as Appraiser
INTERACTIVE HEALTH: Hires Ordinary Course Professionals
INTERMEDIATE DUTCH: Moody's Rates Repriced 1st Lien Loans 'B2'
IRONCLAD PRESSURE: Seeks to Hire Rosen Systems as Appraiser
ISUN INC: June 12 Deadline Set for Panel Questionnaires
ISUN INC: Seeks Chapter 11 Bankruptcy After Executive Re-shuffling
JAGUAR HEALTH: Holder Swaps $1.5M Royalty Interest for Equity
JAMES MARITIME: Financial Strain Raises Going Concern Doubt
JAMES MARITIME: Posts $1.17MM Net Loss in Q2 2023
JAMES MARITIME: Records $1.19MM Net Loss in Q1 2023
JAMES MARITIME: Reports Net Loss of $268,374 in Q3 2023
JCF HILTON: Gets OK to Sell Property to Fulcher for $7.25-Mil.
JVK OPERATIONS: Hires Lindenwood Associates LLC as Accountant
KAISER ALUMINUM: S&P Affirms 'BB-' ICR, Outlook Stable
KP2 LLC: Seeks Court Nod to Sell Nashville Property for $1.7MM
LA HACIENDA: Hires Ashby & Geddes as Delaware Counsel
LA HACIENDA: Hires Marshack Hays as Bankruptcy Counsel
LAG SHOT: Wins Interim Cash Collateral Access
LAS PROPERTY: Claims to be Paid From Cash Flow
LAVERTU CAPITAL: Wins Interim Cash Collateral Access
LLT MANAGEMENT: Talcum Powder Claimants to Get $8 Bil. in 25 Yrs
MAD PRODUCT: Court OKs Interim Cash Collateral Access
METROPOLITAN THEATRES: Hires A & G Realty as Consultant
MFG PRESTIGE: Unsecureds Will Get 8% of Claims over 60 Months
MICROVISION INC: All Three Proposals Passed at Annual Meeting
MICROVISION INC: Implements New 2024 Severance & CIC Plan
MIDWEST DOUGH: Hires Blackman & Associates PC as Accountant
MIKESELL TRADING: Commences Subchapter V Bankruptcy Process
MILWAUKEE INSTRUMENTS: Hits Chapter 11 Bankruptcy Protection
MINIMALLY INVASIVE: Hires Iweanoges' Firm, PC as Legal Counsel
MODIVCARE INC: Moody's Affirms B3 CFR & Rates New 1st Lien Loans B2
MODIVCARE INC: S&P Alters Outlook to Stable, Affirms 'B-' ICR
MOUNTAIN DUE: Case Summary & 20 Largest Unsecured Creditors
MOUNTAINSIDE COAL: Seeks to Hire Dennery PLLC as Counsel
MOXI ENTERPRISES: Bid to Use Cash Collateral Denied
MRRC HOLD: June 14 Deadline Set for Panel Questionnaires
MY CITY: Incurs $81K Net Loss in Third Quarter
NASHVILLE SENIOR: Quality of Care Improved, PCO Report Says
NATIONAL SIGNS LLC: Dives in Chapter 11 Bankruptcy Protection
NEVADA COPPER: Case Summary & 20 Largest Unsecured Creditors
NEVADA COPPER: Files Voluntary Chapter 11 Bankruptcy Petition
NEW RUE21: Completes Sale of Assets to YM Inc.
NO LIMITS AVIATION: Seeks Chapter 11 Bankruptcy Protection
NORTHERN DYNASTY: Files Motion to Modify its EPA Veto Complaint
NUWELLIS INC: All Seven Proposals Passed at Annual Meeting
NUWELLIS INC: Faces Possible Nasdaq Delisting
OBERWEIS DAIRY: PE Firm Hoffmann Family Wins Bankruptcy Auction
OPGEN INC: Beckles & Co. Raises Going Concern Doubt
PARADISE ADVENTURES: Case Summary & Four Unsecured Creditors
PCP GROUP: Voluntary Chapter 11 Case Summary
PP&G INC.: Hits Chapter 11 Bankruptcy Protection
PRESSURE BIOSCIENCES: Incurs $29.31 Million Net Loss in 2023
PROCOM SERVICES: Wins Cash Collateral Access Thru July 2
Q AND Q REALTY: Hires Shraiberg Page as Bankruptcy Counsel
QURATE RETAIL: Falls Short of Nasdaq Bid Price Requirement
R & A ENTERPRISES: Case Summary & Six Unsecured Creditors
RED LOBSTER: Pacific Seafood Is the First to File Bankruptcy Claim
REDEEMED CHRISTIAN: Unsecureds Will Get 100% of Claims in Plan
RIBBON COMMUNICATIONS: All Three Proposals Passed at Annual Meeting
RMLJ HOLDINGS: Case Summary & 13 Unsecured Creditors
RRG INC: Gets Court Nod to Sell Assets to SBH Foods for $7.15MM
RUBIO'S COASTAL GRILL: Closes 13 San Diego Locations in Chapter 11
SAVESOLAR CORPORATION: Hires Murray Law Firm as Special Counsel
SENIOR CARE: No Resident Care Complaints, 1st PCO Report Says
SILGAN HOLDINGS: Moody's Ups CFR to Ba1 & Alters Outlook to Stable
SKC PROPERTIES: Court OKs Cash Collateral Access Thru Aug 12
SMC ENTERTAINMENT: Reduces Outstanding Common Shares by 17%
SOBR SAFE: All Four Proposals Passed at Annual Meeting
SOLIANT LOWER: Moody's Assigns First Time 'B2' Corp. Family Rating
SOLIANT LOWER: S&P Assigns 'B' ICR on Proposed Acquisition
SOUTH HILLS: Seeks Court OK to Transfer Operations of 4 Facilities
SOUTHERN SHAVINGS: Hires Kelley & Clements as Counsel
STERILUMEN INC: Kicks Off Chapter 11 Bankruptcy Process
STEWARD HEALTH: Sen. Warren, et al., Seek Chapter 11 Trustee
STEWARD HEALTH: U.S. Trustee Appoints Suzanne Koenig as PCO
STRATEGIC PORK SOLUTIONS: Hits Chapter 11 Bankruptcy
SUSTAITA PROPERTIES: Hires DeMarco Mitchell PLLC as Counsel
TABOR MANOR: U.S. Trustee Appoints Jeanne Goche as PCO
TENET HEALTHCARE: S&P Alters Outlook to Positive, Affirms 'B+' ICR
TIMOTHY HILL: Amends Several Secured Claims; Plan Hearing July 11
TOWER HEALTH: Prepares $1 Billion Debt Swap, Plans to Raise Funds
TREE HOUSE: Court OKs Cash Collateral Access Thru Aug 1
TRIMONT ENERGY: Selling Garden Island Bay Assets to Spectrum AR
UNIVERSITY OF THE ARTS: Closes Doors Due to Funding Deterioration
UP RIGHT: Amends Unsecured Claims Pay Details
VANGUARD MEDICAL: Court OKs Cash Collateral Access Thru July 3
VENUS CONCEPT: All Two Proposals Passed at Annual Meeting
VFH PARENT: Moody's Rates New First Lien Senior Secured Notes 'B1'
VFH PARENT: S&P Rates New Term Loan B And New Secured Notes 'B+'
VFX FOAM: Wins Interim Cash Collateral Access
VIVOT EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
VPR LLC: Case Summary & 14 Unsecured Creditors
WAGON WEST: Hires Reed H. Olmstead as Bankruptcy Counsel
WANABANA LLC: Files Chapter 7 Liquidation Amid Lead Recall Suits
WEISS MULTI-STRATEGY: George Weiss Agrees to Backstop $100Mil. Debt
WHITE CAP: Moody's Rates Sr. Secured Bank Credit Facility 'B2'
WOM SA: Committee Hires FTI Consulting as Financial Advisor
WOM SA: Committee Hires Jefferies LLC as Investment Banker
WOM SA: Committee Hires Willkie Farr & Gallagher as Counsel
WROE ENTERPRISES: Hires DeMarco Mitchell PLLC as Counsel
XTI AEROSPACE: Increases Maxim ATM Offering Amount to $48.8 Million
YZ ENTERPRISES: Wins Interim Cash Collateral Access
ZHANG MEDICAL: No Decline in Patient Care, 5th PCO Report Says
[*] Matthew Micheli Joins Arnold & Porter's Bankruptcy Practice
*********
12892 MIZNER: Case Summary & Four Unsecured Creditors
-----------------------------------------------------
Debtor: 12892 Mizner Way LLC
12892 Mizner Way
Wellington, FL 33414
Chapter 11 Petition Date: June 10, 2024
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 24-15763
Judge: Hon. Erik P. Kimball
Debtor's Counsel: Nicholas B. Bangos, Esq.
NICHOLAS B. BANGOS, PA
2560 RCA Blvd., Suite 114
Palm Beach Gardens, FL 33410
Tel: 561-781-0202
Email: nick@nbbpa.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Menachem Muskal as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/IBOORNQ/12892_Mizner_Way_LLCC__flsbke-24-15763__0001.0.pdf?mcid=tGE4TAMA
17059 WANDERING: Hits Chapter 11 Bankruptcy Protection
------------------------------------------------------
17059 Wandering Wave LLC filed for chapter 11 protection in the
Southern District of Florida. According to court filing, the Debtor
reports between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states funds will be available to unsecured
creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
June 27, 2024 at 9:00 a.m. in Room Telephonically.
About Wandering Wave LLC
Wandering Wave LLC specializes in providing cutting-edge
underground communication services. The Company specializes in
delivering top-tier fiber optic services that enhance connectivity
experience.
Wandering Wave LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-15073) on May 23,
2024. In the petition filed by Javier Junior Esqueda, as managing
member, the Debtor reports estimated assets and liabilities between
$1 million and $1 million and $10 million.
Honorable Bankruptcy Judge Ronald A. Clifford III oversees the
case.
The Debtor is represented by:
Susan D. Lasky, Esq.
17059 Wandering Wave Ave
Boca Raton, FL 33496
Tel: 818-774-3545
Fax: 818-774-3707
Email: SRFox@foxlaw.com
2TG LLC: Wins Cash Collateral Access on Final Basis
---------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, authorized 2TG LLC dba the True Gem to use cash
collateral, on a final basis, in accordance with the budget, with a
5% variance.
U.S. Small Business Administration, Parkside Funding Group,
Middesk, Inc., JPMorgan Chase Bank, C T Corporation - Unknown
Creditor, Parkside Funding Group, Alpine Advance 5 LLC, and Ocean
Funding Corporation assert an interest in the Debtor's cash
collateral.
The loans are secured by current and future accounts receivables,
various pieces of inventory and equipment at Debtors' businesses,
pursuant to the filed UCC liens that have been filed.
As adequate protection, the lenders are granted replacement liens
on all post-petition cash collateral and postpetition acquired
property to the same extent and priority they possessed as of the
Petition Date only as to the diminution in value of their lien.
The holders of allowed secured claims with a perfected security
interest in cash collateral will be entitled to a replacement lien
in post-petition accounts receivable, contract rights, and deposit
accounts to the same extent allowed and in the same priority as
those interests held as of the Petition Date.
A copy of the order is available at https://urlcurt.com/u?l=bItjMl
from PacerMonitor.com.
About 2TG LLC
2TG LLC dba The True Gem is a Dallas TX based jewelry brand
specializing in custom jewelry design and in-house manufacturing.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-31334) on May 6,
2024. In the petition signed by Andres Ramirez, partner, the Debtor
disclosed $1,228,653 in total assets and $2,836,900 in total
debts.
Judge Michelle V. Larson oversees the case.
Robert C Lane, Esq., at the Lane Law Firm, represents the Debtor as
legal counsel.
99 CENTS: Closes About 200 Stores to Reopen as Dollar Tree
----------------------------------------------------------
Michelle Chapman of The Associated Press reports nearly 200
shuttered 99 Cents Only stores from Texas to California will be
re-opened as Dollar Tree locations after the leases were secured
out of bankruptcy proceedings.
The transfer of designation rights for 170 locations in Texas,
Arizona, Nevada and California, along with some of the furniture,
equipment and fixtures inside, was approved by the United States
Bankruptcy Court for the District of Delaware.
Shares of Dollar Tree Inc., based in Chesapeake, Virginia, rose 2%
at the opening bell Thursday.
99 Cents Only Stores filed for Chapter 11 bankruptcy protection
last month and has been shedding assets ranging from inventory to
store leases. The company said in April that it would close all 371
of its stores, ending a 42-year run for the bargain outlet.
99 Cents Only had struggled for some time with shifting consumer
demand, inflation and theft, and it’s not alone among bargain
store chains.
Dollar Tree posted a surprise loss in its final quarter of 2023 and
said that it would close nearly 1,000 stores, most of them Family
Dollar stores that it had acquired a decade earlier for more than
$8 billion after a bidding war with rival Dollar General.
Dollar Tree Chief Operating Officer Michael Creedon said in a
prepared statement on Wednesday that the one-time 99 Cents
locations are in priority markets where it expects strong growth
potential.
"The portfolio complements our existing footprint and will provide
us access to high quality real estate assets in premium retail
centers, enabling us to rapidly grow the Dollar Tree brand across
the western United States, reaching even more customers and
communities," he said.
Dollar Tree anticipates reopening the stores as early as the fall.
About 99 Cents Only Stores
Founded in 1982, 99 Cents Only Stores LLC -- http://www.99only.com/
-- operate "extreme value" retail stores in California, Arizona,
Nevada and Texas under the business names "99¢ Only Stores" and
"The 99 Store." The Company offers its customers a wide array of
quality products -- from everyday household items, to fresh
produce, deli, and other grocery items, to an assortment of
seasonal and party merchandise -- many of which are still priced at
or below 99.99 cents. The Company's stores are primarily located
in urban areas and underserved communities, many of which lack
close access to traditional grocery stores.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 24-10719) on April 7, 2024. In
the petition signed by Christopher J. Wells, as chief
restructuring officer, the Debtor disclosed up to $10 billion in
both assets and liabilities.
Judge Kate Stickles oversees the case.
The Debtors tapped Milbank LLP as general bankruptcy counsel,
Morris, Nichols, Arsht & Tunnel LLP as Delaware bankruptcy counsel,
Jefferies LLC as investment banker, Alvarez & Marsal North America,
LLC as financial advisor, Hilco Merchant Resources, LLC and Hilco
Real Estate, LLC as retail consultant and real estate consultant,
and Kroll Restructuring Administration LLC as claims and noticing
agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors.
The law firms of Weil, Gotshal & Manges LLP and Potter Anderson &
Corroon LLP represent the Ad Hoc Group of Secured Noteholders.
A&O FAMILY LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: A&O Family LLC
791 Crandon Blvd.
PH 6
Key Biscayne, FL 33139
Chapter 11 Petition Date: June 10, 2024
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 24-15762
Debtor's Counsel: Gary Goldstein, Esq.
GARY GOLDSTEIN, PA
111 South Calvage
Baltimore, Maryland 21201
Tel: 561-373-0327
E-mail: gary@gagpa.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $50,000 to $100,000
The petition was signed by Dr. Anthony Ivankovich as manager.
The Debtor failed to attach in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/L73FF5A/Steve_FAMILY_LLC__flsbke-24-15762__0001.0.pdf?mcid=tGE4TAMA
A&O FAMILY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: A&O Family, LLC (Illinois)
791 Crandon Blvd.
PH 6
Key Biscayne FL 33139
Chapter 11 Petition Date: June 10, 2024
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 24-15767
Debtor's Counsel: Gary Goldstein, Esq.
GARY GOLDSTEIN, PA
111 South Calvage
Baltimore, Maryland MD 21201
Email: gary@gagpa.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $50,000 to $100,000
The petition was signed by Steven Ivankovich as manager.
The Debtor failed to attach in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/45IAJUI/Steve_AO_Family_LLC_Illiniois__flsbke-24-15767__0001.0.pdf?mcid=tGE4TAMA
ALTAS P2 MANAGING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Altas P2 Managing Member LLC
791 Crandon Blvd.
PH 6
Key Biscayne FL 33139
Chapter 11 Petition Date: June 10, 2024
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 24-15770
Debtor's Counsel: Gary Goldstein, Esq.
GARY GOLDSTEIN, PA
111 South Calvage
Baltimore, MD 21-16276
Tel: 561-373-0327
E-mail: gary@gagpa.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $50,000 to $100,000
The petition was signed by Steven Ivankovich as manager.
The Debtor failed to attach in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/FTN2ZYI/Steve_ALTAS_P2_MANAGING_MEMBER__flsbke-24-15770__0001.0.pdf?mcid=tGE4TAMA
AMERICAN ACRYLICS: Seeks Cash Collateral Access
-----------------------------------------------
American Acrylics, LLC 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 use of its post-petition receipts to pay
employees, supplies, materials, insurance, and other necessary
expenses associated with and necessary for the operation of its
business.
The Huntington National Bank has a first priority perfected
security interest in and to the assets of the Debtor pursuant to
Notes and Commercial Security Agreements dated December 29, 2022,
and asserts claims aggregating $779,126.
As adequate protection for the interests of the Huntington National
Bank in the Collateral, the Debtor proposes that the Huntington
National Bank shall be granted valid and perfected replacement
liens in and to post-petition Cash Collateral and all post-petition
property of the Debtor of the same type or kind substantially
equivalent to the pre-petition Collateral (excepting avoidance
actions of the estate) to the same extent and with the same
priority as held pre-petition; and insurance will be maintained on
the Collateral.
A copy of the motion is available at https://urlcurt.com/u?l=QE7R3N
from PacerMonitor.com.
About American Acrylics LLC
American Acrylics LLC is a manufacturer and fabricator providing
custom acrylic laser cutting and engraving services for high
quality CNC routing service.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-08049) on May 31,
2024. In the petition signed by Gregory DeGreef, manager, the
Debtor disclosed up to $500,000 in assets and up to $1 million in
liabilities.
Gregory K. Stern, Esq., at Gregory K. Stern, P.C, represents the
Debtor as legal counsel.
APPLIED UV INC: Seeks Chapter 11 Bankruptcy Protection
------------------------------------------------------
Applied UV Inc. filed for chapter 11 protection in the Southern
District of New York. According to court documents, the Debtor
reports between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states funds will be available to unsecured
creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
June 20, 2024 at 1:00 p.m. at Office of UST (TELECONFERENCE ONLY).
About Applied UV Inc.
Applied UV Inc. -- https://www.applieduvinc.com -- is focused on
the development and acquisition of technologies that address food
security and air and surface pathogen reduction in the healthcare,
hospitality, and commercial markets.
Applied UV Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-22462) on May 24,
2024. In the petition signed by Max Munn, as chief executive
officer, the Debtor reports estimated assets between $500,000 and
$1 million and estimated liabilities between $1 million and $10
million.
The Honorable Bankruptcy Judge Sean H Lane oversees the case.
The Debtor is represented by:
Erica Feynman Aisner, Esq.
Kirby Aisner & Curley LLP
150 N. Macquesten Parkway
Mount Vernon, NY 10550
Email: eaisner@kacllp.com
APPLIED UV: Court OKs $3.5MM DIP Loan From Pinnacle Bank
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Applied UV, Inc. and Sterilumen, Inc. to use cash
collateral and obtain postpetition financing, on an interim basis.
The Debtor is permitted to obtain senior secured postpetition
financing from Pinnacle Bank on a superpriority basis consisting of
a senior secured superpriority credit facility in the aggregate
principal amount of $3.5 million consisting of (a) a $3.5 million
postpetition multi-draw loan, and (b) a roll-up of the Prepetition
Obligations into loans under the DIP Facility subject to the terms
and conditions of the Interim Order and the Loan and Security
Agreement, dated as of November 28, 2022.
The DIP facility is due and payable on the earlier of January 25,
2025 or the date of entry of an order confirming a chapter 11
plan.
The Debtors are required to comply with these milestones:
1. Debtors must submit a disclosure statement and plan to DIP
Lender for review by July 30, 2024;
2. Debtors must seek entry of an order approving the disclosure
statement by September 1, 2024; and
3. Debtors must seek entry of an order confirming their chapter 11
plan by November 1, 2024.
On November 22, 2022, the Debtors and Munn Works entered into a
Loan and Security Agreement in an amount equal to 85% of Eligible
Accounts, plus the least of (i) 20% of the value of raw materials,
(ii) 35% of the value of finished goods, (iii) $1,000,000, (iv) 80%
of the net orderly liquidation value of raw materials and finished
goods Eligible Inventory as determined by an outside inventory
appraisal, or (iv) 100% of aggregate outstanding principal amount
of the aggregate Advances, but in no event may the Advances exceed
$5 million dollars.
The liens in the Collateral granted to Pinnacle by Applied UV were
duly perfected with the filing of a UCC-1 Financing Statement with
the Delaware Secretary of State on November 4, 2022. The liens in
the Collateral granted to Pinnacle by Sterilumen were duly
perfected with the filing of a UCC-1 Financing Statement with the
New York Secretary of State on November 4, 2022.
As of the Filing Date, the total indebtedness due Pinnacle was
approximately $2.652 million, of which approximately $779,498 is
attributable to Sterilumen.
Subject to the Carve-Out, Pinnacle will receive a senior lien and
security interest all post-petition assets of the Debtors as well
as a superpriority administrative expense claim.
The events that constitute an "Event of Default" include:
(a) The occurrence of an "Event of Default" under, and as defined
in, the DIP Loan Agreement.
(b) The Debtors propose or support, directly or indirectly, any
plan of reorganization or sale of all or substantially all of the
Debtors' assets or entry of any confirmation order or sale order
that is not conditioned upon the indefeasible payment in full in
cash, upon the consummation of such plan of reorganization or such
sale, of all Obligations and otherwise does not meet with Lender's
approval.
(c) Any other breach or violation by the Debtors of the terms and
provisions of the Interim Order. and
(d) The taking of any act in connection with or relation to an
Adverse Action or a Prepetition Challenge (as defined herein)
including any Avoidance Action against the DIP Lender.
A final hearing on the matter is set for June 18, 2024 at 2 p.m.
A copy of the order is available at https://urlcurt.com/u?l=S8vLBM
from PacerMonitor.com.
About Applied UV, Inc.
Applied UV, Inc. is focused on the development and acquisition of
technologies that address food security and air and surface
pathogen reduction in the healthcare, hospitality, and commercial
markets. Its products utilize disinfection technology that applies
the power of narrow-range light (UVC) to destroy pathogens safely,
thoroughly, and automatically.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. N.Y. Case No. 24-22462) on May 24,
2024. In the petition signed by Max Munn, chief executive officer,
the Debtor disclosed up to $1 million in assets and up to $10
million in liabilities.
Judge Sean H. Lane oversees the case.
Erica Aisner, Esq., at KIRBY AISNER & CURLEY LLP, represents the
Debtor as legal counsel.
AQUABOUNTY TECHNOLOGIES: All 3 Proposals Passed at Annual Meeting
-----------------------------------------------------------------
AquaBounty Technologies, Inc. reported in a Form 8-K filed with the
Securities and Exchange Commission that on June 6, 2024, the
Company held its Annual Meeting, which had been adjourned from its
originally scheduled date of May 23, 2024, at which the
stockholders:
(1) elected Ricardo J. Alvarez, Erin Sharp, Gail Sharps Myers,
Christine St.Clare, Rick Sterling, Michael Stern, and
Sylvia A. Wulf to serve as a director on the Board for a
one-
year term of office until the next annual meeting of
stockholders, with each director to hold office until his or
her successor is duly elected and qualified or until his or
her earlier resignation or removal;
(2) ratified the appointment of Deloitte & Touche LLP as the
Company's independent registered public accounting firm for
the fiscal year ending Dec. 31, 2024; and
(3) approved, on a non-binding, advisory basis, the compensation
paid to the Company's named executive officers.
About AquaBounty
At AquaBounty Technologies, Inc. -- http://www.aquabounty.com/--
has been pursuing a growth strategy that includes the construction
of large-scale recirculating aquaculture system farms for producing
its GE Atlantic salmon. AquaBounty raises its fish in carefully
monitored land-based fish farms through a safe, secure and
sustainable process. The Company's farm in Pioneer, Ohio is under
construction and roughly 30% complete, but construction activities
have been paused.
Baltimore, Maryland-based Deloitte & Touche LLP, the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated April 1, 2024, citing that the Company has incurred
cumulative operating losses and negative cash flows from operations
that raise substantial doubt about its ability to continue as a
going concern.
AQUABOUNTY TECHNOLOGIES: David Melbourne Jr. Promoted to CEO
------------------------------------------------------------
The Board of Directors of AquaBounty Technologies, Inc. announced
that David F. Melbourne Jr. has been promoted to the position of
president and chief executive officer. Sylvia Wulf will continue
as the non-executive Board Chair of AquaBounty's Board of
Directors.
"On behalf of the Board of Directors, I am pleased to announce that
Dave Melbourne will assume the position of President and Chief
Executive Officer of AquaBounty, effective immediately," said Wulf.
"This move has been part of our long-term succession plan for the
leadership team, commencing with his promotion from Chief
Commercial Officer to President in August 2023. Over the last
year, Dave has led day-to-day business functions for the Company.
The Board recognizes the outstanding contributions and leadership
he has provided over the last year, including his role in the
efficient shutdown of our Indiana farm. With his promotion, he
will take on the additional responsibilities for the business
including leading our pursuit of a range of financing and strategic
alternatives, as well as investor relations and strategic
initiatives to achieve AquaBounty's growth plans. Dave is a
transformational leader and I have full confidence in his ability
to take the reins at this critical point in time. I look forward
to working with him in my continued role as Board Chair," added
Wulf.
"I am excited for the opportunity to lead the incredible AquaBounty
team as its Chief Executive Officer, and together, deliver the
financing required to stabilize the business in the short-term, and
put in place the strategic imperatives to achieve our longer-term
growth plans to benefit our Company and stockholders," said
Melbourne. "My immediate focus will be on securing the required
financing to maintain liquidity and support current operations.
Working in conjunction with our investment banking partner, we will
prioritize completing the sale of the Indiana farm and aggressively
push forward on identifying and finalizing financing and strategic
alternatives."
"We have made great progress over the last five years across all
areas of our business. We have leveraged our advantages of
vertical integration; refined and improved our operational
expertise and technical capabilities; made important strides
forward in our breeding, genetics, and fish health and nutrition
initiatives; and successfully launched our salmon into the U.S. and
Canadian markets. AquaBounty has a bright future, all supported by
a strong, experienced and committed team. Together, we will face
the challenges and look forward to driving continued progress,"
concluded Melbourne.
About AquaBounty
At AquaBounty Technologies, Inc. -- http://www.aquabounty.com/--
has been pursuing a growth strategy that includes the construction
of large-scale recirculating aquaculture system farms for producing
its GE Atlantic salmon. AquaBounty raises its fish in carefully
monitored land-based fish farms through a safe, secure and
sustainable process. The Company's farm in Pioneer, Ohio is under
construction and roughly 30% complete, but construction activities
have been paused.
Baltimore, Maryland-based Deloitte & Touche LLP, the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated April 1, 2024, citing that the Company has incurred
cumulative operating losses and negative cash flows from operations
that raise substantial doubt about its ability to continue as a
going concern.
ASTRO INTERMEDIATE: S&P Withdraws 'SD' Issuer Credit Rating
-----------------------------------------------------------
S&P Global Ratings withdrew all of its ratings on Astro
Intermediate Holding II Corp. at the issuer's request. At the time
of the withdrawal, S&P's rating on the Arlington, Tx.-based company
was 'SD' following missed principal and interest payments earlier
this year.
ATARA BIOTHERAPEUTICS: 7 of 8 Proposals Approved at Annual Meeting
------------------------------------------------------------------
Atara Biotherapeutics, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on June 10, 2024, it held
its 2024 annual meeting of stockholders at which the stockholders:
(1) elected William K. Heiden and Ameet Mallik as directors
to serve until the 2027 annual meeting of stockholders and
until their respective successors are elected;
(2) approved, on an advisory basis, the compensation awarded to
the Company's named executive officers;
(3) ratified the appointment of Deloitte & Touche LLP as the
Company's independent registered public accounting firm for
the fiscal year ending Dec. 31, 2024;
(4) approved the Company's 2024 Equity Incentive Plan;
(5) did not approve the automatic annual increase to the
Company's 2024 Equity Incentive Plan;
(6) approved the increase in the number of shares of common
stock
available for issuance under the Company's 2014 Employee
Stock Purchase Plan;
(7) approved an amendment to the Company's amended and restated
certificate of incorporation to effect a reverse stock
split
of the Company's common stock at a ratio ranging from any
whole number between 1-for-4 and 1-for-30, as determined by
the Company's Board of Directors in its discretion, subject
to the Company's Board of Directors' authority to abandon
such amendments; and
(8) approved the adjournment of the Annual Meeting to a later
date or dates, if necessary, to permit further solicitation
and vote of proxies in the event there are not sufficient
votes in favor of the amendment to the Company's amended
and
restated certificate of incorporation to effect a reverse
stock split of the Company's common stock.
About Atara Biotherapeutics
Headquartered in Thousand Oaks, CA, Atara Biotherapeutics, Inc. --
atarabio.com -- is harnessing the natural power of the immune
system to develop off-the-shelf cell therapies for
difficult-to-treat cancers and autoimmune conditions that can be
rapidly delivered to patients from inventory. With cutting-edge
science and differentiated approach, Atara is the first company in
the world to receive regulatory approval of an allogeneic T-cell
immunotherapy. The Company's advanced and versatile T-cell
platform does not require T-cell receptor or HLA gene editing and
forms the basis of a diverse portfolio of investigational therapies
that target EBV, the root cause of certain diseases, in addition to
next-generation AlloCAR-Ts designed for best-in-class opportunities
across a broad range of hematological malignancies and B-cell
driven autoimmune diseases.
San Francisco, California-based Deloitte & Touche LLP, the
Company's auditor since 2013, issued a "going concern"
qualification in its report dated March 28, 2024, citing that the
Company's recurring losses from operations raises substantial doubt
about its ability to continue as a going concern.
BACKBEAT BREWING: Wins Cash Collateral Access Thru July 17
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Backbeat Brewing Co. LLC, to use cash collateral, on an
interim basis, in accordance with the budget, with a 10% variance,
through July 17, 2024 on the same terms and conditions set forth in
the order dated January 4, 2024.
Web Bank is the holder of a lien on the Debtor's cash collateral by
virtue of a UCC-1 filing with the Massachusetts Secretary of State
#202302191800 on July 19, 2023.
A further hearing on the matter is set for July 16 at 10:15 a.m.
A copy of the order is available at https://urlcurt.com/u?l=kOz6hi
from PacerMonitor.com.
About Backbeat Brewing Co.
Backbeat Brewing Co., LLC was formed in March 2018, and does
business at 31 Park Street, Beverly, Ma.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 23-12113) on Dec. 18,
2023, with up to $50,000 in both assets and liabilities.
Judge Janet E. Bostwick oversees the case.
John F. Sommerstein, Esq., at the Law Offices of John F.
Sommerstein, is the Debtor's bankruptcy counsel.
BARTLEY INVESTMENTS: Starts Subchapter V Bankruptcy Process
-----------------------------------------------------------
Bartley Investments LTD filed for chapter 11 protection in the
Middle District of Florida. According to court filing, the Debtor
reports $3,703,633 in debt owed to 1 and 49 creditors. The petition
states funds will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
June 12, 2024 at 3:30 p.m. in Room Telephonically on telephone
conference line: 866-910-029. participant access code:7560574).
About Bartley Investments
Bartley Investments Ltd owns 12 rental properties in Tampa Villa
South, Tampa, Florida valued at $8.68 million.
Bartley Investments Ltd sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02952)
on May 23, 2024. In the petition signed by Allan N. Bartley, as
general partner, the Debtor reports total assets of $8,764,925 and
total liabilities of $3,703,633.
Honorable Bankruptcy Judge Catherine Peek Mcewen oversees the
case.
The Debtor is represented by:
Buddy D Ford, Esq.
Buddy D. Ford, P.A.
9785 SW 143 Street
Miami, FL 33176
Tel: (813) 877-4669
Fax: (813) 877-5543
Email: All@tampaesq.com
BAYER & SONZ: Seeks to Hire Compass as Realtor
----------------------------------------------
Bayer & Sonz, LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Wisconsin to employ Compass as realtor.
The firm's services include:
a. developing a strategy to sell the Debtor’s real estate for
the best prices possible in this real estate market;
b. providing broker price opinions on the real estate to be
sold; and
c. listing, advertising, and selling the real estate of the
Debtor.
The firm will be paid a commission of 5.5 percent of the sales
price.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Nick Harrington
Compass
7863 Girard Avenue, Suite 208
La Jolla CA 92037
Tel: (414) 335-0823
About Bayer & Sonz, LLC
Bayer & Sonz, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Wis. Case No. 24-20710) on February
18, 2024, with $1 million to $10 million in both assets and
liabilities. Matthew Bayer, managing member, signed the petition.
Michelle A. Angell, Esq., at Miller & Miller Law, LLC represents
the Debtor as bankruptcy counsel.
BESTWALL: 4th Circ. Agrees to Hear 'Two-Step' Asbestos Ch.11 Appeal
-------------------------------------------------------------------
Randi Love of Bloomberg Law reports that a Georgia-Pacific unit's
asbestos claimants will make their case to the Fourth Circuit to
revive their efforts to toss the company's controversial
bankruptcy.
The US Appeals Court for the Fourth Circuit on Friday, May 31,
2024, agreed to hear a fast-tracked appeal of a bankruptcy court
order rejecting the claimaints' latest bid to end Bestwall LLC's
Chapter 11 case. A committee representing the tort claimants has
disputed the case's legitimacy due to Georgia-Pacific's use of a
strategy called the Texas Two-Step, in which a company shifts its
liabilities to a subsidiary that files for bankruptcy.
About Bestwall LLC
Bestwall LLC -- http://www.Bestwall.com/-- was created in an
internal corporate restructuring and now holds asbestos
liabilities. Bestwall's asbestos liabilities relate primarily to
joint systems products manufactured by Bestwall Gypsum Company, a
company acquired by Georgia-Pacific in 1965. The former Bestwall
Gypsum entity manufactured joint compounds containing small amounts
of chrysotile asbestos; the manufacture of these
asbestos-containing products ceased in 1977.
Bestwall's non-debtor subsidiary, GP Industrial Plasters LLC
("PlasterCo"), develops, manufactures, sells and distributes gypsum
plaster products, including gypsum floor underlayment, industrial
plaster, metal casting plaster, industrial tooling plaster, dental
plaster, medical plaster, arts and crafts plaster, pottery plaster
and general purpose plaster.
On Nov. 2, 2017, Bestwall sought Chapter 11 protection (Bankr.
W.D.N.C. Case No. 17-31795) in an effort to equitably and
permanently resolve all its current and future asbestos claims.
The
Debtor estimated assets and debt of $500 million to $1 billion. It
has no funded indebtedness.
The Hon. Laura T. Beyer is the case judge.
The Debtor tapped Jones Day as bankruptcy counsel; Robinson,
Bradshaw & Hinson, P.A., as local counsel; Schachter Harris, LLP as
special litigation counsel for medicine science issues; King &
Spalding as special counsel for asbestos matters; and Bates White,
LLC, as asbestos consultants. Donlin Recano LLC is the claims and
noticing agent.
On Nov. 8, 2017, the U.S. bankruptcy administrator appointed an
official committee of asbestos claimants in the Debtor's case. The
committee retained Montgomery McCracken Walker & Rhoads, LLP as
legal counsel; and Hamilton Stephens Steele + Martin, PLLC and JD
Thompson Law as local counsel.
On Feb. 22, 2018, the court approved the appointment of Sander L.
Esserman as the future claimants' representative in the Debtor's
case. Mr. Esserman tapped Young Conaway Stargatt & Taylor, LLP, as
legal counsel; Hull & Chandler, P.A., as local counsel; Ankura
Consulting Group, LLC, as claims evaluation consultant; and FTI
Consulting, Inc., as financial advisor.
BETTER DAY: Unsecureds Will Get 15.4% of Claims over 36 Months
--------------------------------------------------------------
A Better Day Therapy, Learning Center, Inc., filed with the U.S.
Bankruptcy Court for the Southern District of Florida a Plan of
Reorganization dated May 21, 2024.
The Debtor is a Florida not for profit corporation headquartered in
Doral, Florida that runs a school called Koala ABA & Learning
Center ("Koala School"). Koala School provides educational and
support services for children diagnosed with autism spectrum
disorder.
This Plan proposes to pay Allowed Claims no less than the value of
A Better Day's Projected Net Disposable Income for a period of 36
months.
Class 3 consists of Allowed General Unsecured Claims. The
Reorganized Debtor will make a pro rata distribution in a sum no
less than $3,854.33 every 6 months to holders of timely-filed
Allowed Claims or claims that were scheduled by the Debtor as
"liquidated, noncontingent, and undisputed" in Class 3 pursuant to
the following terms:
* If the Plan is confirmed as consensual pursuant to Section
1191(a) of the Bankruptcy Code, the Reorganized Debtor will pay the
greater of 100% of Allowed Class 3 Claims or $23,125.98; or
* If the Plan is confirmed as nonconsensual pursuant to
Section 1191(b) of the Bankruptcy Code, the Reorganized Debtor will
be the greater of 100% of Allowed Class 3 Claims or $26,977.90.
* As of the date of filing of this Plan, the total aggregate
amount of Allowed Class 3 Claims is approximately $175,655.22. As
such, Holders of Allowed Class 3 Claims may receive a 15.4%
distribution on or before 36 months from the Effective Date.
Notwithstanding the foregoing, the claims bar date for governmental
entities is August 15, 2024. The ultimate distribution to Class 3
may be materially altered in the event that a government entity
timely files a proof of claim. Class 3 is Impaired and entitled to
vote.
On the Effective Date, all property of the Debtor not otherwise
disposed of under the Plan, shall vest with the Reorganized
Debtor.
The Plan proposes to pay Allowed Claims to be paid under the Plan
from Projected Net Disposable Income.
The Debtor's Projected Net Disposable Income means all excess cash
from the Debtor's income after: (i) payment in full of all Allowed
Administrative Claims; (ii) payment of Allowed Secured Claims;
(iii) payment of monthly ordinary course of business operating
expenses; and (iv) a set aside of an operational reserve equal to
one (1) month of operating expenses.
A full-text copy of the Plan of Reorganization dated May 21, 2024
is available at https://urlcurt.com/u?l=czscBu from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Jacqueline Calderin, Esq.
AGENTIS PLLC
55 Alhambra Plaza, Suite 800
Coral Gables, FL 33134
Telephone: (305) 722-2002
Email: jc@agentislaw.com
About A Better Day Therapy, Learning Center, Inc.
A Better Day Therapy, Learning Center, Inc. is a Florida not for
profit corporation headquartered in Doral, Florida that runs a
school called Koala ABA & Learning Center.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-11691-LMI) on
February 22, 2024. In the petition signed by Pedro Curbelo, chief
executive officer, the Debtor disclosed up to $50,000 in both
assets and liabilities.
Judge Laurel M. Isicoff oversees the case.
Jacqueline Calderin, Esq., at Agentis PLLC, represents the Debtor
as legal counsel.
BEVERLY COMMUNITY: Trustee Hires Lilian L. Gong as Consultant
-------------------------------------------------------------
Howard M. Ehrenberg, the Trustee for Beverly Community Hospital
Association, dba Beverly Hospital, seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
Lilian L. Gong & Associates as consultant.
The firm will provide these services:
a. review and evaluate whether funds under Private Hospital
Supplemental Fund ("PHSF") are due to Beverly Community for State
Fiscal Year 2023/2024 and assist the Trustee in receiving those
funds;
b. review and evaluate whether funds are due to Beverly
Community for previous State Fiscal Years and assist the Trustee in
receiving those funds;
c. utilize internal and external experts as it deems necessary
to assist the Trustee in receiving those funds.
The firm will be paid at a flat fee of $20,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Lilian L. Gong, a partner at Lilian L. Gong & Associates, disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Lilian L. Gong
Lilian L. Gong & Associates
16800 Nanette St.
Granada Hills, CA 91344
About Beverly Community Hospital Association
Beverly Community Hospital Association and affiliates operate
general medical and surgical hospitals.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Calif. Lead Case No. 23-12359) on
April 19, 2023. In the petition signed by its chief executive
officer, Alice Cheng, Beverly Community disclosed $1 million to $10
million in assets and $100 million to $500 million in liabilities.
Judge Sandra R. Klein oversees the case.
The Debtors tapped Sheppard, Mullin, Richter and Hampton, LLP as
bankruptcy counsel; Orrick, Herrington & Sutcliffe, LLP as special
and conflicts counsel; and Triple P RTS, LLC, a wholly owned
subsidiary of Portage Point Partners, LLC, as restructuring
advisor.
The U.S. Trustee for Region 16 appointed an official committee to
represent unsecured creditors in the Chapter 11 case of Beverly
Community Hospital Association. The committee is represented by
Tania Moyron, Esq.
Tamar Terzian is the patient care ombudsman appointed in the
Debtors' Chapter 11 cases.
BIO-KEY INTERNATIONAL: Bush & Associates Raises Going Concern Doubt
-------------------------------------------------------------------
BIO-key International, Inc. disclosed in a Form 10-K Report filed
with the U.S. Securities and Exchange Commission for the fiscal
year ended December 31, 2023, that its auditor expressed
substantial doubt about the Company's ability to continue as a
going concern.
Henderson, Nev.-based Bush & Associates CPA LLC, the Company's
auditor since 2024, issued a "going concern" qualification in its
report dated June 5, 2024, citing that the Company has suffered
substantial net losses and negative cash flows from operations in
recent years and is dependent on debt and equity financing to fund
its operations, all of which raise substantial doubt about the
Company's ability to continue as a going concern.
The Company has historically financed operations through access to
the capital markets by issuing convertible debt securities,
convertible preferred stock, common stock, and through factoring
receivables.
For the years ended December 31, 2023 and 2022, the Company
reported net losses of $8,521,837 and $11,909,903, respectively. At
December 31, 2023, its total cash and cash equivalents were
approximately $511,000, as compared to $2,600,000 at December 31,
2022. At December 31, 2023, the Company had working capital of
approximately $777,000 as a result of the allowance for doubtful
accounts and reserve on inventory.
As of the date of June 5, 2024, the Company does not have enough
cash for 12 months of operations. The history of significant
losses, the negative cash flow from operations, the limited cash
resources on hand and the dependence by the Company on its ability,
to obtain additional financing to fund its operations after the
current cash resources are exhausted raises substantial doubt about
the Company's ability to continue as a going concern. The Company
has lowered expenses through decreasing spending in marketing, and
research and development. In addition, the Company has purchased
inventory for projects in Nigeria, which have been delayed in
deployment, and is, therefore looking into other markets and
opportunities to sell or return the product to generate additional
cash.
If the Company is unable to generate sufficient revenue and
positive cash flow from operations or liquidation of existing
inventory to fund current operations and execute our business plan,
it will need to obtain additional third-party financing during the
next 12 months.
A full-text copy of the Company's Form 10-K is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1019034/000143774924019357/bkyi20231231_10k.htm
About BIO-key
Holmdel, N.J.-based BIO-key International, Inc., founded in 1993,
develops and markets proprietary fingerprint identification
biometric technology and software solutions enterprise-ready
identity access management solutions to commercial, government and
education customers throughout the United States and
internationally. The Company was a pioneer in developing automated,
finger identification technology that supplements or compliments
other methods of identification and verification, such as personal
inspection identification, passwords, tokens, smart cards, ID
cards, PKI (public key infrastructure), credit cards, passports,
driver's licenses, OTP or other form of possession or
knowledge-based credentialing.
As of December 31, 2023, the Company had $4,517,035 in total
assets, $3,453,470 in total liabilities, and $1,063,565 in total
stockholders' equity.
BIOTRICITY INC: Issues 8.95 Million Common Shares to Investors
--------------------------------------------------------------
Biotricity Inc. reported in a Form 8-K filed with the Securities
and Exchange Commission that on June 4, 2024, it issued an
aggregate of 8,952,172 shares of common stock to certain investors
upon the conversion of 6,104 shares of Series A Convertible
Preferred Stock held by such investors, along with accrued and
unpaid dividends and fees thereon. The shares of common stock were
issued without prior registration in reliance upon the exemption
from registration provided by Section 4(a)(2) of the Securities Act
of 1933.
About Biotricity
Headquartered in Redwood City, CA, Biotricity Inc. is a medical
technology company focused on biometric data monitoring and
diagnostic solutions. The Company's aim is to deliver remote
monitoring solutions to the medical, healthcare, and consumer
markets, with a focus on diagnostic and post-diagnostic solutions
for lifestyle and chronic illnesses.
Richmond Hill, Ontario, Canada-based SRCO Professional Corporation,
the Company's auditor since 2015, issued a "going concern"
qualification in its report dated June 29, 2023, citing that the
Company has incurred recurring losses from operations, has negative
cash flows from operating activities, working capital deficiency
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.
"The Company is in the early stages of commercializing its first
product and is concurrently in development mode, operating a
research and development program in order to develop, obtain
regulatory clearance for, and commercialize other proposed
products. The Company has incurred recurring losses from
operations, and as of December 31, 2023, had an accumulated deficit
of $123.1 million and a working capital deficiency of $14.69
million. Those conditions raise substantial doubt about its
ability to continue as a going concern for a period of one year
from the issuance of these condensed consolidated financial
statements," said Biotricity in its Quarterly Report for the period
ended Dec. 31, 2023.
BLACKRIDGE CONSTRUCTION: Wins Interim Cash Collateral Access
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Blackridge Construction, LLC to use cash collateral on
an interim basis in accordance with the budget, with a 10%
variance, nunc pro tunc as of October 10, 2023.
The Debtor and TD Bank entered into a Business Loan Agreement in
2011, with the Debtor executing a Promissory Note and a Commercial
Security Agreement in the principal amount of $300,000.
TD Bank perfected its security interest in the collateral by filing
a UCC-1 Financing Statement and continuing with a UCC-3
Continuation Statement. The Debtor then executed a Change in Terms
Agreement, increasing the principal amount of the TD Bank Note to
$465,000 and amending the interest rate to the Wall Street Journal
Prime Rate plus 1.5% with a floor rate of 4.75%. The Debtor then
executed a Commercial Security Agreement and an Amended and
Restated Revolving Term Note, extending the maturity date to August
30, 2018 and November 28, 2018. The Debtor notified TD Bank of the
events of default and filed a lawsuit against the Debtor. In June
2021, the Debtor and TD entered into a Stipulation of Settlement,
but the Debtor was unable to satisfy its payment obligations,
leading to a Judgment in favor of TD Bank.
On June 21, 2021, the Debtor and TD entered into a Stipulation of
Settlement settling the TD Bank Lawsuit and setting forth payment
terms. Unfortunately, the Debtor was unable to satisfy its payment
obligations under the Stipulation of Settlement and on or about
June 29, 2023, a Judgment was entered in favor of TD Bank in the
amount of $325,832.
On August 7, 2020, the Debtor and the U.S. Small Business
Administration entered into a Loan Authorization and Agreement in
the principal amount of $150,000. The SBA Note provided for a
30-year term and an interest rate of 3.75% per annum with payments
in the amount of $731 per month commencing 12 months from the date
of the SBA Note.
In order to secure payment of the SBA Note, on August 7, 2020, the
Debtor executed a security agreement which granted the SBA a lien
in the Collateral, as set forth more fully therein. The liens
granted in the SBA Security Agreement were duly perfected by the
SBA by virtue of the filing of a UCC-1 financing statement with the
New York Secretary of State on December 18, 2020, bearing Filing
No. 202008177376499.
Thereafter, on July 24, 2021, the Debtor and the SBA entered into a
modification of the SBA Note, whereby the principal amount of the
loan was increased to $500,000, and monthly payments were increased
to $2,530 per month.
As adequate protection, the Secured Creditors are granted
replacement liens, on all of the Debtor's assets but only to the
extent that said liens were valid, perfected and enforceable as of
the Petition Date in the continuing order of priority of its
pre-petition liens without determination therein as to the nature,
extent and validity of said pre-petition liens and claims and to
the extent Collateral Diminution occurs during the Chapter 11 case,
subject to United States Trustee fees pursuant to 28 U.S.C. Section
1930, together with interest, if any, pursuant to 31 U.S.C. Section
3717 and any Clerk's filing fees. In addition, the Replacement
Liens granted will not attach to the proceeds of any recoveries of
estate causes of action under 11 U.S.C. Sections 542 through 553.
To the extent that the Replacement Liens and other relief granted
do not provide the Secured Creditors with adequate protection, the
Secured Creditors are granted super-priority administrative expense
claims in the order of their respective priority under 11 U.S.C.
507(b).
The Replacement Liens and the Super-Priority Claims will be
subordinate only to the fees and expenses of the Clerk of the
Bankruptcy Court and the fees of the Office of the United States
Trustee pursuant to 28 U.S.C. 1930(a) plus applicable interest on
any such fees ) and the fees and expenses of the Sub V Chapter 11
Trustee in an amount not to exceed $10,000, and the fees and
commissions of a hypothetical Chapter 7 Trustee in an amount not to
exceed $5000.
A final hearing on the matter is set for June 24, 2024 at 11 a.m.
A copy of the order is available at https://urlcurt.com/u?l=Hp6JzL
from PacerMonitor.com.
About Blackridge Construction, LLC
Blackridge Construction, LLC specializes in civil construction
projects like bridges, dams, overhead structures, highway, roadwork
and sitework projects including: moving dirt, placing asphalt and
concrete, installing underground pipelines.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. N.Y. Case No. 23-22739) on October 10,
2023. In the petition signed by James C. Carroll, president, the
Debtor disclosed up to $50 million in assets and up to $10 million
in liabilities.
Judge Sean H. Lane oversees the case.
Erica Aisner, Esq., at Kirby Aisner & Curley LLP, represents the
Debtor as legal counsel.
BOWFLEX INC: Unsecureds Will Get 5.2% to 16.3% in Liquidating Plan
------------------------------------------------------------------
BowFlex Inc. and BowFlex New Jersey LLC filed with the U.S.
Bankruptcy Court for the District of New Jersey a Disclosure
Statement for Joint Chapter 11 Plan of Liquidation dated May 23,
2024.
The Company began with a single strength training machine and
steadily grew through acquisition and innovation to offer an array
of cardiovascular and strength training equipment and related
fitness products for consumer use in an "at-home" setting.
As of the Petition Date, the Company's primary product offerings
may be placed into the following categories: (1) cardiovascular
equipment; (2) strength training systems; and (3) connected fitness
technology. The Company sells its products through both direct to
consumer and retail channels, partnering with online only
retailers, sporting goods stores, electronic stores, furniture
stores, large-format and warehouse stores, specialty retailers, and
independent bike dealers.
Despite the best efforts of the Company and its advisors, the
strategic alternative exploration and evaluation process, including
the marketing process, the Company was unable to find any
counterparty to consummate a viable out-of-court transaction.
However, it had robust interest in an in-court 363 sale process.
Accordingly, the Company determined that an expeditious sale
process and resolution of these cases was necessary to preserve its
limited liquidity and ensure the greatest possible recovery for its
stakeholders. The Company was able to secure a stalking horse
bidder, Johnson Health Tech Retail, Inc. (the "Stalking Horse
Bidder"), and executed a stalking horse asset purchase agreement on
March 4, 2024 (the "Stalking Horse Asset Purchase Agreement").
On April 15, 2024, the Debtors sought approval of the Sale
Transaction, by which substantially all of the Debtors' assets were
sold to the Stalking Horse Bidder in accordance with the terms of
the Stalking Horse Asset Purchase Agreement. On April 22, 2024, the
Debtors filed the Notice of Closing of Sale Transaction, by which
the Debtors advised that the Sale Transaction closed on April 22,
2024, in accordance with the Bidding Procedures Order, Sale Order,
and Stalking Horse Asset Purchase Agreement.
The Debtors have sold substantially all of their assets pursuant to
section 363(f) of the Bankruptcy Code prior to confirmation of the
Plan. Following confirmation, the Debtors intend to continue to
wind-down their businesses, including liquidation of remaining
assets and distribution of proceeds, if any.
The Plan contemplates a liquidation of the Debtors and their
Estates and is therefore referred to as a "plan of liquidation."
The primary objectives of the Plan are to maximize the value of
recoveries to Holders of Allowed Claims and to distribute all
property of the Debtors' Estates that is or becomes available for
distribution in accordance with the Bankruptcy Code and Plan. The
Debtors assert that the Plan accomplishes these objectives and is
in the best interests of their Estates, and therefore seek to
confirm the Plan.
Class 3 consists of General Unsecured Claims. Except to the extent
that a Holder of an Allowed General Unsecured Claim and the Debtors
agree to a less favorable treatment for such Holder, each Holder
thereof will receive, in full and final satisfaction, compromise,
settlement, and releases of and in exchange for its Claim, up to
the amount of its Allowed General Unsecured Claim, its pro rata
share of:
* the proceeds of the Sale Transaction after satisfaction of
the Administrative Claims, Priority Tax Claims, Other Secured
Claims, and Other Priority Claims less the Wind-Down Reserve, the
Distribution Reserve, and Liquidating Trust Expenses, with such
Cash to be distributed on a date to be determined by the
Liquidating Trust; and
* the Cash held by the Liquidating Trust after the final
decree is entered closing these Chapter 11 Cases after satisfaction
of the Administrative Claims, Priority Tax Claims, Other Secured
Claims, Other Priority Claims, and payment in full of all operating
expenses of the Liquidating Trust, with such Cash to be distributed
on a date to be determined by the Liquidating Trust and which is
after such final decree is entered and such payments are made.
The allowed unsecured claims total $52,239,949. This Class will
receive a distribution of 5.2% to 16.3% of their allowed claims.
Class 3 is Impaired.
Class 6 is Impaired, and Holders of BowFlex Inc. Interests are
conclusively deemed to have rejected the Plan pursuant to section
1126(g) of the Bankruptcy Code. Therefore, Holders of Class 6
BowFlex Inc. Interests are not entitled to vote to accept or reject
the Plan. On the Effective Date, all BowFlex Inc. Interests shall
be canceled, released, and extinguished, and will be of no further
force or effect, and Holders of such Interests shall not receive
any distribution, property, or other value under the Plan on
account of such Interest.
Class 7 is Impaired, and Holders of BowFlex New Jersey Interests
are conclusively deemed to have rejected the Plan pursuant to
section 1126(g) of the Bankruptcy Code. Therefore, Holders of Class
7 BowFlex New Jersey Interests are not entitled to vote to accept
or reject the Plan. On the Effective Date, each BowFlex New Jersey
Interest shall be Reinstated for administrative convenience or
canceled and released without any distribution on account of such
interests at the option of the Liquidating Trust.
The Liquidating Trust shall liquidate, collect, and/or engage in a
process for the sale of the Remaining Assets in accordance with the
terms set forth in the De Minimis Procedures.
Following the Effective Date, the Liquidating Trust shall wind down
the affairs and operations of the Debtors and their Estates in
accordance with the terms of the Plan, including, but not limited
to: (i) liquidating the Remaining Assets; (ii) prosecuting the
Retained Causes of Action; and (iii) making distributions to
Holders of Allowed Claims in accordance with the terms of the
Plan.
A full-text copy of the Disclosure Statement dated May 23, 2024 is
available at https://urlcurt.com/u?l=Lal7h7 from PacerMonitor.com
at no charge.
Co-Counsel to the Debtors:
Joseph J. DiPasquale, Esq.
Mark E. Hall, Esq.
Michael R. Herz, Esq.
FOX ROTHSCHILD LLP
Morristown, New Jersey 07960
Tel: (973) 992-4800
Fax: (973) 992-9125
E-mail: jdipasquale@foxrothschild.com
mhall@foxrothschild.com
mherz@foxrothschild.com
- and -
Matthew A. Clemente, Esq.
SIDLEY AUSTIN LLP
One South Dearborn
Chicago, Illinois 60603
Tel: (312) 853-7000
Fax: (312) 853-7036
E-mail: mclemente@sidley.com
- and -
Maegan Quejada, Esq.
1000 Louisiana Street, Suite 5900
Houston, Texas 77002
Tel: (713) 495-4500
Fax: (713) 495-7799
E-mail: mquejada@sidley.com
About Bowflex Inc.
Headquartered in Vancouver, Washington, BowFlex Inc. (NYSE:BFX) is
a global leader in digitally connected home fitness solutions.
BowFlex Inc. and BowFlex New Jersey LLC concurrently filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D.N.J. Lead Case No. 24-12364) on March 4, 2024. In
the petition signed by Jim Barr as chief executive officer, the
Debtor disclosed $140,117,000 in total assets and $125,956,000 in
total liabilities.
Judge Andrew B Altenburg Jr. presides over the case.
Joseph J. DiPasquale, Esq. at Fox Rothschild, LLP represents the
Debtor as counsel.
BUCKEYE PARTNERS: Moody's Rates New $500MM Unsecured Notes 'B1'
---------------------------------------------------------------
Moody's Ratings assigned a B1 rating to Buckeye Partners, L.P.'s
proposed $500 million senior unsecured notes maturing in 2029.
Proceeds from the new notes issuance will be used to redeem in part
the company's 2024 and 2025 notes via a tender offer, to partially
repay its 2026 senior secured 1st lien term loan B3, and to pay
fees and expenses relating to the refinancing. Buckeye's existing
ratings are unchanged, including the Ba3 Corporate Family Rating
and B1 ratings on its existing senior unsecured notes. The rating
outlook is positive.
"Buckeye's proposed notes issuance will be largely leverage neutral
and addresses its next notes maturity," stated Thomas Le Guay,
Moody's Vice President. "This financing transaction was
contemplated in Moody's recent change in the rating outlook to
positive and the company still has ample prepayable debt to achieve
its debt reduction objectives."
RATINGS RATIONALE
The proposed senior unsecured notes are rated B1, the same as
Buckeye's other senior unsecured notes, and will rank pari passu
with the existing notes. The notes are rated one notch below the
company's Ba3 CFR because of their contractual subordination to the
company's first lien senior secured credit facilities.
Buckeye's Ba3 CFR reflects the company's significant scale, with
about $1 billion in EBITDA and a good asset profile, with
historically stable refined product pipelines and complementary
terminals forming the majority of its assets and cash flow.
Buckeye's CFR has been constrained by a high level of financial
leverage since it was taken private by IFM Global Infrastructure
Fund in November 2019. Buckeye's 57.6% investment in Freeport LNG's
second LNG liquefaction train (FLIQ2) carries a large amount of
non-recourse debt which Moody's include on a proportionately
consolidated basis in Moody's analysis of Buckeye. The CFR
incorporates Moody's expectation that IFM will exercise its control
over Buckeye's parent company Buckeye Energy Holdings LLC and its
sister company Buckeye Alternative Energy, and limit dividend
distributions from Buckeye to support Buckeye's deleveraging
goals.
The positive outlook reflects Moody's view that Buckeye could
significantly lower its financial leverage by using a mix of
proceeds from asset sales and positive free cash flow underpinned
by the resumed dividend contributions from its 57.6% investment in
FLIQ2 and a substantial reduction in capital spending.
Buckeye has adequate liquidity supported by Moody's expectation
that the company will start generating positive free cash flow in
2024. As of March 31, 2024, Buckeye had approximately $930 million
available under its $1.2 billion senior secured revolving credit
facility maturing in November 2028. The company's next debt
maturities are $300 million of senior unsecured debt due in October
2024 and $500 million of senior unsecured notes due in March 2025.
Maintenance covenants include a maximum total net leverage of 6.5x,
which becomes effective for the quarter ended June 30, 2024, and a
maximum first lien net leverage of 3.75x. Moody's expects Buckeye
to remain in compliance with its financial covenants through 2025.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Moody's could upgrade the ratings if Buckeye generates meaningful
positive organic growth, and executes on its plans to reduce debt
and improve its financial profile such that leverage is sustained
below 5.5x. Moody's could downgrade the ratings if Buckeye's debt
to EBITDA remains sustained above 6x, or if the company's liquidity
deteriorates.
Buckeye Partners, L.P., is a midstream company based in Houston,
Texas. The company's core, legacy assets are its refined products
pipeline systems in the Northeast and Midwest, including
complementary terminals, which also extend to the Southeastern and
Gulf Coast regions of the United States. The company also has
wholesale fuel distribution and marketing and domestic and
international terminalling facilities. Buckeye is owned by IFM
Global Infrastructure Fund, a private equity sponsor.
The principal methodology used in this rating was Midstream Energy
published in February 2022.
BUCKEYE PARTNERS:S&P Rates New $500MM Senior Unsecured Notes 'BB-'
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '3'
recovery rating to Buckeye Partners L.P.'s proposed $500 million
senior unsecured notes due 2029. The '3' recovery rating indicates
S&P's expectation for meaningful (50%-70%; rounded estimate: 65%)
recovery in the event of a payment default. The partnership intends
to use the proceeds from this issuance to partially redeem the $300
million 4.35% notes due October 2024 and $500 million 4.125% notes
due March 2025, and to partially repay borrowings under its
existing term loan due 2026.
All of S&P's existing ratings on Buckeye, including its 'BB-'
issuer credit rating and 'BB+' issue-level rating and '1'
(90%-100%; rounded estimate: 95%) recovery rating on both tranches
of the senior secured term loan B, are unchanged because S&P views
this transaction as credit neutral.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's simulated default scenario contemplates a default
occurring in 2028 due to reduced revenue stemming from lower
volumes through its transportation and storage segment, most likely
due to a prolonged period of backwardation, reduced refined product
demand, and the subsequent inability of customers to meet their
contractual agreements.
-- The revolving credit facility and term loan B are secured by a
first-lien interest on the majority of Buckeye's assets. However,
the credit facility is secured by principal property while the term
loan is not.
-- S&P assumes the $1.2 billion revolving credit facility is 85%
drawn at the time of default.
Simulated default assumptions
-- Simulated year of default: 2028
-- EBITDA at emergence: $829 million
-- EBITDA multiple: 7.0x
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $5.5
billion
-- Revolving credit facility secured by principal property: $1.0
billion
-- Value available to senior secured debt claims: $3.5 billion
-- Senior secured debt: $2.0 billion
--Recovery expectations for senior secured debt: 90%-100%
(rounded estimate: 95%)
-- Value available to senior unsecured debt claims: $2.4 billion
-- Senior unsecured debt claims $3.5 billion
--Recovery expectations for senior unsecured debt: 50%-70%
(rounded estimate: 65%)
BURGERFI INTERNATIONAL: All 4 Proposals Approved at Annual Meeting
------------------------------------------------------------------
BurgerFi International, Inc. reported in a Form 8-K filed with the
Securities and Exchange Commission that it held its 2024 Annual
Meeting of Stockholders at 10:00 a.m. Eastern Time on June 6, 2024
at which the stockholders:
(i) elected Vivian Lopez-Blanco and Allison Greenfield as Class
B
directors of the Company, each for a term of three years or
until their successors are duly elected and qualified or
until their earlier resignation or removal;
(ii) ratified the appointment of KPMG LLP as the independent
registered public accounting firm of the Company for the
2024
fiscal year;
(iii) approved, on an advisory basis, the compensation of the
Company's named executive officers; and
(iv) approved, on an advisory basis, a yearly frequency of
future
votes on the compensation of the Company's named executive
officers.
About BurgerFi
Headquartered in Fort Lauderdale, FL, BurgerFi International, Inc.
is a multi-brand restaurant company that develops, markets and
acquires fast-casual and premium-casual dining restaurant concepts
around the world, including corporate-owned stores and franchises.
Miami, Florida-based KPMG LLP, the Company's auditor since 2022,
issued a "going concern" qualification in its report dated April
10, 2024, citing that the Company was not in compliance with the
minimum liquidity requirement of its credit agreement, which
constitutes a breach of the credit agreement and an event of
default that raises substantial doubt about its ability to continue
as a going concern.
CASA SYSTEMS: Court Chooses Vecima Technology as Back-up Bidder
---------------------------------------------------------------
Vecima Networks, Inc. announced on May 30, 2024 that its
subsidiary, Vecima Technology Inc., was designated the back-up
bidder at an auction to acquire the Cable Business assets (the
"Cable Business Assets") of Casa Systems, Inc., with Vecima's top
bid at USD$44.95 million. Approval of the sale to the winning
bidder is subject to approval by the U.S. Bankruptcy Court for the
District of Delaware at a hearing next week.
The auction was a competitive day-long process that consisted of
multiple rounds of bidding by Vecima and several other interested
parties. Vecima conducted extensive due diligence prior to the
auction and, based on those insights, made the decision at the end
of the auction not to increase its bid any further when the
proposed price was no longer reasonably supported by Vecima's
valuation of the assets. "Irrespective of the outcome of the
auction, Vecima remains firmly positioned to drive the industry
forward to the multi-gigabit networks of the future across both
fiber and cable access," said Sumit Kumar, Vecima President and
CEO. "As shown by our third quarter earnings, we continue to
deliver exceptional financial performance, quarter after quarter,
and make great strides in broadband access and video delivery."
"Vecima is entering a new era of growth, and we are excited by the
market and technology opportunities ahead," added Mr. Kumar.
Vecima will provide an update regarding the acquisition of the
Cable Business Assets and whether the Escrow Release Conditions
related to Vecima's subscription receipt financing (as set out in
Vecima's press release dated May 29, 2024) have been satisfied.
About Casa Systems Inc.
Casa Systems Inc. (Nasdaq: CASA) is a next-gen technology leader
that supports mobile, cable, and wireline communications services
providers with market leading solutions. Casa's virtualized and
cloud-native software solutions modernize operators' network
architectures, expand the range of services they can offer their
consumer and commercial customers, accelerate time to revenue and
reduce the TCO of their network infrastructure and operations.
Casa's suite of open, cloud-native network solutions unlocks new
ways for service providers to quickly build flexible networks and
service offerings that maximize revenue-generating capabilities.
Commercially deployed in more than 70 countries, Casa Systems
serves over 475 Tier 1 and regional service providers worldwide. On
the Web: http://www.casasystems.com/
On April 3, 2024, Casa Systems, Inc., and two of its affiliates
each filed petitions seeking relief under chapter 11 of the United
States Bankruptcy Code (Bankr. D. Del. Lead Csae No. 24-10695).
In the petition filed by CFO Edward Durkin, Casa Systems estimated
assets and liabilities between $100 million and $500 million each.
The Debtors' cases have been assigned to the Honorable Karen B.
Owens.
Casa has engaged Sidley Austin LLP as legal counsel, Ducera
Partners LLC as financial advisor, and Alvarez & Marsal North
America, LLC as restructuring advisor. Epiq is the claims agent.
CASA SYSTEMS: Gets Court Nod to Sell Cable Biz to Winning Bidder
----------------------------------------------------------------
A U.S. bankruptcy judge has given the go-signal for Casa Systems,
Inc. and its affiliates to sell their cable business to the winning
bidder.
Judge Karen Owens of the U.S. Bankruptcy Court for the District of
Delaware approved the sale of the cable business to CommScope
Technologies, LLC, a global leader in network connectivity, whose
offer was selected as the winning bid at the May 29 auction.
Under the deal, CommScope agreed to pay $45.1 million for the cable
business and assume certain liabilities of the sellers.
The assets are being sold "free and clear" of liens, claims and
interests, according to the sale agreement between CommScope and
the sellers, which also include Casa Systems' affiliates in
Ireland, China, Canada, Netherlands and Spain.
In the event CommScope fails to consummate the sale, the cable
business will be sold to the back-up bidder, Vecima Technology,
Inc., for $44.95 million.
About Casa Systems
Casa Systems, Inc. (Nasdaq: CASA) is a next-gen technology leader
that supports mobile, cable, and wireline communications services
providers with market leading solutions. Casa's virtualized and
cloud-native software solutions modernize operators' network
architectures, expand the range of services they can offer their
consumer and commercial customers, accelerate time to revenue and
reduce the TCO of their network infrastructure and operations.
Casa's suite of open, cloud-native network solutions unlocks new
ways for service providers to quickly build flexible networks and
service offerings that maximize revenue-generating capabilities.
Commercially deployed in more than 70 countries, Casa Systems
serves over 475 Tier 1 and regional service providers worldwide. On
the Web: http://www.casasystems.com/
On April 3, 2024, Casa Systems, Inc. and two of its affiliates each
filed petitions seeking relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. Del. Lead Csae No. 24-10695).
In the petition filed by CFO Edward Durkin, Casa Systems reported
between $100 million and $500 million in both assets and
liabilities.
The Debtors' cases have been assigned to Judge Karen B. Owens.
The Debtors have engaged Sidley Austin, LLP as legal counsel;
Ducera Partners, LLC as financial advisor; and Alvarez & Marsal
North America, LLC as restructuring advisor. Epiq is the claims
agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
McDermott Will & Emery, LLP and Province, LLC serve as the
committee's legal counsel and financial advisor, respectively.
CBD LEWIS: Hires Demarco Mitchell PLLC as Legal Counsel
-------------------------------------------------------
CBD Lewis, LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of Texas to employ Demarco Mitchell, PLLC as
counsel.
The firm will provide these services:
(a) take all necessary action to protect and preserve the
estate;
(b) prepare on behalf of the Debtor all necessary legal
papers;
(c) formulate, negotiate, and propose a plan of
reorganization; and
(d) perform all other necessary legal services in connection
with these proceedings.
The firm will be paid as follows:
Robert T. DeMarco, Esq. $400 per hour
Michael S. Mitchell, Esq. $300 per hour
Barbara Drake, Paralegal $125 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received from the Debtor a retainer of $6,000.
Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco Mitchell, PLLC
12770 Coit Road, Suite 850
Dallas, TX 75251
Telephone: (972) 578-1400
Facsimile: (972) 346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About CBD Lewis, LLC
CBD Lewis, LLC in Richardson, TX, filed its voluntary petition for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 24-31148) on April
22, 2024, listing $1 million to $10 million in assets and $500,000
to $1 million in liabilities. Charlotte Stephens as managing
member, signed the petition.
DEMARCO MITCHELL, PLLC serve as the Debtor's legal counsel.
CERTARA HOLDCO: S&P Rates Term Loan B 'BB-' on Refinancing
----------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating to Certara
Holdco Inc.'s proposed refinancing of its $100 million revolving
credit facility and $300 million first-lien term loan. The recovery
rating on the term loan is '3', reflecting our expectation for
meaningful (50%-70%; rounded estimate: 55%) recovery in the event
of a default. The new debt will only modestly increase the
company's debt balance. As part of this transaction, Certara will
benefit from lower cash interest payments and an extended maturity
runway (2029 on the revolver and 2031 on the term loan).
S&P's existing 'BB-' issuer credit rating and stable outlook on
Certara are unaffected by this transaction and continue to reflect
the company's leading position in the niche biosimulation software
space, expected leverage of around 3x, and significant cash
balance.
CHARLES-N-ANGEL'S LLC: Files Emergency Bid to Use Cash Collateral
-----------------------------------------------------------------
Charles-n-Angel's LLC asks the U.S. Bankruptcy Court for the Middle
District of Florida, Fort Myers Division, for authority to use cash
collateral and provide adequate protection to Byline Bancorp, Inc.,
which entity may hold a security interest in the Debtor's cash
and/or cash equivalents, and to the extent necessary, the holders
of inferior position security interests in the Debtor's cash,
accounts and cash equivalents.
The motion must be considered on an emergency basis as the Debtor's
business operations and reorganization efforts will suffer
immediate and irreparable harm if it is not permitted to use cash
collateral. To stay in business and maximize the value of its
bankruptcy estate, the Debtor must be able to pay employees, and
other ordinary expenses, which expenses include office expenses,
and trade vendor invoices, which are necessary to its continued
operations.
On an emergency basis, the Debtor will require an amount to use of
at least $44,785 to pay its operating expenses over the next seven
weeks.
Prior to the Petition Date, the Debtor obtained financing from
Byline Bank which may be secured by substantially all of the
accounts maintained by the Debtor, including its cash and cash
equivalents. Byline Bank may assert a first priority security
interest in the Debtor's cash and cash equivalents by virtue of a
UCC-1 Financing Statement filed with the State of Florida on
January 13, 2021.
As adequate protection for the use of cash collateral, the Debtor
proposes to grant the Secured Creditor a replacement lien on its
post-petition cash collateral to the same extent, priority and
validity as their pre-petition liens, to the extent its use of cash
collateral results in a decrease in the value of the Secured
Creditor's interest in the cash collateral. As demonstrated by the
Budget, Debtor will continue to operate on a positive cash flow
basis during the interim seven week period.
A copy of the Debtor's motion and budget is available at
https://urlcurt.com/u?l=HDOw0y from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$7,672 for the week of June 17, 2024;
$2,150 for the week of June 24, 2024; and
$14,154 for the week of July 1, 2024.
About Charles-N-Angel's LLC
Charles-N-Angel's LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 2:24-bk-00809-FMD)
on June 3, 2024. In the petition signed by Angel Areizaga, managing
member, the Debtor disclosed up to $100,000 in assets and up to
$500,000 in liabilities.
Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine LLP,
represents the Debtor as legal counsel.
CLEARSIGN TECHNOLOGIES: Board Vacates Position of Chairman
----------------------------------------------------------
ClearSign Technologies Corporation reported in a Form 8-K filed
with the Securities and Exchange Commission that on June 3, 2024,
the board of directors of the Company, upon recommendation of the
Board's Nominating and Corporate Governance Committee, vacated the
position of Chairman of the Board, effective immediately, and,
until such time a successor Chairman is appointed by the Board,
such position of Chairman shall remain vacant and the function of
the Chairman at each Board meeting will be filled by the person
designated as such at each Board meeting, in accordance with the
Company's bylaws, or by the Board's lead independent director. The
Company's former Chairman continues to serve as a member of the
Board after this corporate governance structure change.
The Governance Committee's recommendation was based on its
strategic review of the Company's corporate governance structure,
its intention to enhance the Company's corporate governance
practices and balance the Board's role with the Company's executive
management team and the position that no member of the Board should
now have the powers of the Chairman as currently articulated in the
Company's bylaws.
About ClearSign Technologies
Headquartered in Tulsa, Oklahoma, ClearSign Technologies
Corporation -- http://www.clearsign.com-- designs and develops
products and technologies for the purpose of improving key
performance characteristics of industrial and commercial systems,
including operational performance, energy efficiency, emission
reduction, safety and overall cost-effectiveness. The Company's
patented technologies, embedded in established OEM products as
ClearSign Core and ClearSign Eye and other sensing configurations,
enhance the performance of combustion systems and fuel safety
systems in a broad range of markets, including the energy (upstream
oil production and down-stream refining), commercial/industrial
boiler, chemical, petrochemical, transport and power industries.
Santa Monica, California-based BPM CPA LLP, the Company's auditor
since 2011, issued a "going concern" qualification in its report
dated March 29, 2024, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
COMMON KIN: Seeks Chapter 7 Liquidation
---------------------------------------
Todd Gillespie of Bloomberg News reports that Common, once the
largest co-living company in North America, filed for bankruptcy
and will liquidate after it was squeezed by overhead costs and
rising interest rates.
The company sought Chapter 7 protection — where a company's
assets are sold off to repay creditors — in Delaware on Friday,
May 31, 2024, according to court papers. Common listed assets of up
to $10 million against liabilities of as much as $50 million in its
petition.
About Common
Common was once the largest co-living company in North America.
Common Kin LLC, Common Living Inc., Common Management Co., and
Common TRS Inc. sought relief under Chapter 7 of the U.S.
Bankruptcy Code on May 31, 2024 (Bankr. 24-1120=1132). In its
petition, the Debtor estimated assets up to $10,000 and estimated
liabilities up to $50 million.
The Debtor's counsel:
Daniel K. Astin
Ciardi, Ciardi & Astin
302-658-1100
dastin@ciardilaw.com
CORENERGY INFRASTRUCTURE: Court Confirms Chapter 11 Plan
--------------------------------------------------------
CorEnergy Infrastructure Trust, Inc. (OTC Pink: CORRQ, CORRL)
announced that the U.S. Bankruptcy Court for the Western District
of Missouri (the "Court") confirmed its Chapter 11 Plan of
Reorganization (the "Plan") on May 24, 2024.
Creditors and existing preferred equity holders entitled to vote
overwhelmingly supported the Plan. Upon emergence from bankruptcy,
which is expected to occur on June 12, 2024 (the "Effective Date"),
the common stock of the reorganized Company will be owned by the
holders of its 5.875% Unsecured Convertible Senior Notes due 2025
(the "Senior Notes") and existing preferred equity (the "Preferred
Equity"). The Company expects to continue to qualify as a real
estate investment trust.
CorEnergy plans to pursue an over-the-counter listing for the
shares of common stock, providing liquidity for its equity owners
while reducing overhead expenses to a level commensurate with its
smaller size. The Company expects to post an investor presentation
giving effect to the Plan prior to, or shortly after, the Effective
Date
"We are pleased that our financial stakeholders voted in favor of
the recapitalization of our balance sheet, following the successful
sale of the MoGas and Omega Pipelines, and the full repayment of
our secured debt," said Dave Schulte, Chairman and Chief Executive
Officer of CorEnergy. "These transactions were the result of a
comprehensive strategic review process in which our board and
advisors analyzed all reasonably available alternatives given the
challenging market conditions we have faced since 2020."
"Crimson Pipeline has operated as usual throughout the Company’s
restructuring process and is expected to continue doing so," said
Robert Waldron, President of CorEnergy. "We await a decision on our
requested San Pablo Bay rate relief before the California Public
Utilities Commission to ensure the viability of the Crimson
Pipeline assets, which we anticipate in late 2024. We also continue
to evaluate potential opportunities to redeploy our assets into
energy transition."
Reorganization Matters
By number of creditors voting, the Plan received unanimous support
from holders of the Grier Member Claims, greater than 99% support
from holders of the Senior Notes and 78% support from the holders
of the Preferred Equity.
Upon emergence from bankruptcy, which is expected to occur on June
12, 2024 (the "Effective Date"), the following will occur:
Existing common stock will be cancelled.
7.375% Series A Cumulative Redeemable Preferred Stock ("Preferred
Stock") will be cancelled, and the holders will receive shares of
new common stock ("New Common Stock"). No action is required on the
part of the holders and the New Common Stock will be deposited into
their existing accounts.
5.875% Convertible Senior Notes due 2025 ("Senior Notes") will be
cancelled and the holders will receive a combination of cash, New
Common Stock and a pro rata participation interest in a new $45
million loan due 2029 bearing 12% interest ("Term Loan"). No action
is required on the part of the holders to receive the cash and New
Common stock. Each holder will receive instructions to complete a
signature page and provide the Term Loan administrative agent other
required information to join the Term Loan. Senior Note holders
that do not comply within one year of the Effective Date will
forfeit their interest in the Term Loan.
The Company expects the New Common stock will be traded in the OTC
market.
CorEnergy will no longer file reports with the Securities and
Exchange Commission.
The Company's corporate headquarters will be relocated to Denver,
Colorado.
Robert Waldron, currently President and Chief Financial Officer of
CorEnergy, will be the new Chief Executive Officer.
A new Board of Directors will be seated.
Husch Blackwell LLP served as legal counsel to the Company, Teneo
Capital LLC as its financial advisor and Miller Buckfire as its
investment banker. Faegre Drinker Biddle & Reath LLP served as
legal counsel to the Ad Hoc Group of Noteholders and Perella
Weinberg Partners and TPH&Co., the energy business of Perella
Weinberg Partners, as its investment bankers.
Court filings and information about the Chapter 11 case are
available on a separate website
(https://cases.stretto.com/corenergy) administered by CorEnergy’s
claims agent, Stretto. Information is also available by calling
(833) 345-0351 (Toll-Free) and (949) 340-5692 (International).
About CorEnergy Infrastructure
CorEnergy Infrastructure Trust, Inc. is a Maryland corporation
formed in 2005 as a Business Development Company under the
Investment Company Act of 1940, but since 2012 has operated for tax
purposes as a real estate investment trust ("REIT"). Its stock is
publicly traded and widely held, and it operates under the
oversight of a board of directors that meets the independence
standards of the New York Stock Exchange. Since its conversion to a
REIT in 2012, CorEnergy has focused on owning and leasing energy
midstream infrastructure and operating energy midstream companies.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Mo. Case No. 24-40236) on Feb. 25, 2024, with
$14,492,662 in assets and $118,415,403 in liabilities. David J.
Schulte, officer, signed the petition.
Judge Cynthia A. Norton oversees the case.
Mark T. Benedict, Esq., of HUSCH BLACKWELL LLP, is the Debtor's
legal counsel.
CREAGER MERCANTILE: Creager Co. Blames City Permitting for Ch.11
----------------------------------------------------------------
Justin Wingerter of BusinessDen reports that a north side grocery
distributor is out of business and says the city is to blame.
Creager Company Depot, which has been in business since 1958, sells
groceries, cigarettes "and an endless list" of other goods to small
stores, according to the bankruptcy filing. Its 17 employees work
out of a warehouse at 1375 W. 47th Ave., in an industrial corner of
Sunnyside.
"Cash flow began to suffer in 2023," company Chairman Donald
Creager said in an affidavit earlier this month. He and his wife
Mary own the old family business.
Last year,2023, Creager Business Depot moved from a warehouse in
Globeville to the Sunnyside location. That move created an
unexpected series of problems, the owner said.
"The City of Denver Building and Fire Departments delayed
contractors and vastly inflated the relocation budget," forcing
Creager to pay rent at both locations for eight months "due to
delays beyond the company's control," Donald Creager alleged.
That led the company to fall behind on its payments to the Colorado
Department of Revenue, with which it owes $1.9 million in sales and
excise taxes — and with which it has a long history.
In 2011, Creager Business Depot sued the state agency, accusing it
of improperly taxing blunt wraps. That set off a six-year legal
battle over whether those papers are taxable tobacco products. A
Denver judge ruled yes, the Colorado Court of Appeals ruled no, and
the Colorado Supreme Court ruled in a 4-3 decision in 2017 that it
certainly did.
"Despite Debtor's best efforts," Creager wrote in his May 17, 2024
affidavit, "Debtor has failed to make payments to the Colorado
Department of Revenue" and has filed for Chapter 11 bankruptcy so
that it "can reorganize and continue."
Creager Business Depot has $1.9 million in assets and owes $4.5
million to its top 20 creditors, according to its owner. CDOR is at
the top of that list. Others include Toyota, which is owed $270,000
for a forklift and racks, and some of the country's biggest food
brands, such as Pepsi and Frito Lay. The U.S. Small Business
Administration owes $147,000.
Creager did not respond to requests last week to discuss the
city’s effects on his business. Spokespeople for the city
planning and fire departments declined to comment.
The Creager firm's bankruptcy attorneys are Jenny Fujii and Jeffrey
Brinen with Kutner Brinen Dickey Riley in Denver, who also did not
return requests for comment.
About Creager Mercantile Co.
Creager Mercantile Co. is a a wholesale grocery distributor.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Colo. Case No. 24-12652-KHT) on May 16,
2024. In the petition signed by Donald Creager, president, the
Debtor disclosed $10 million in both assets and liabilities.
Judge Kimberly H. Tyson oversees the case.
Jeffrey S. Brinen, Esq., at Kutner Brinen Dickey Riley PC, is the
Debtor's legal counsel.
CV SCIENCES: All Three Proposals Passed at Annual Meeting
---------------------------------------------------------
CV Sciences, Inc. reported in a Form 8-K filed with the Securities
and Exchange Commission that on June 3, 2024, the Company held its
2024 Annual Meeting in a virtual format during which the
stockholders:
(1) elected Dr. Jamie Corroon, Joseph Dowling, and Bill
McCorkle,
each to serve as a director until the Company's next Annual
Meeting of Stockholders or until his successor is duly
elected and qualified, subject to prior death, resignation
or
removal;
(2) ratified Haskell & White LLP as the Company's independent
registered public accounting firm for the fiscal year ending
Dec. 31, 2024; and
(3) approved, on a non-binding advisory basis, the Company's
named executive officer compensation.
About CV Sciences Inc.
San Diego, CA-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.
Irvine, California-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.
CYTOSORBENTS CORP: All Four Proposals Passed at Annual Meeting
--------------------------------------------------------------
CytoSorbents Corporation disclosed in a Form 8-K filed with the
Securities and Exchange Commission on June 10, 2024, that it held
its 2024 Annual Meeting of Stockholders on June 6, 2024, at which
the stockholders:
1. elected Dr. Phillip P. Chan, Michael Bator, Dr. Edward R.
Jones, Alan D. Sobel, and Jiny Kim as directors to serve
until
the Company's 2024 Annual Meeting of Stockholders, or until
their respective successors shall have been duly elected and
qualified;
2. approved, on an advisory basis, the compensation of the
Company's named executive officers;
3. approved an amendment to the Amended and Restated
CytoSorbents
Corporation 2014 Long-term Incentive Plan; and
4. ratified the appointment of WithumSmith+Brown, PC, as the
Company's independent registered public accounting firm for
the fiscal year ending Dec. 31, 2024.
About CytoSorbents
Based in Monmouth Junction, N.J., CytoSorbents Corporation is
engaged in critical care immunotherapy, specializing in blood
purification. Its flagship product, CytoSorb, is approved in the
European Union with distribution in more than 75 countries around
the world as an extracorporeal cytokine adsorber designed to reduce
the "cytokine storm" or "cytokine release syndrome" seen in common
critical illnesses that may result in massive inflammation, organ
failure and patient death.
East Brunswick, New Jersey-based WithumSmith+Brown, PC, the
Company's auditor since 2004, issued a "going concern"
qualification in its report dated March 14, 2024, citing that the
Company has suffered recurring losses from operations, has
experienced cash used from operations, and has an accumulated
deficit, which raise substantial doubt about its ability to
continue as a going concern.
D AND J'S HASH: Unsecured Creditors to Split $15K over 3 Years
--------------------------------------------------------------
D and J's Hash House, Inc. d/b/a D&J's Hash House filed with the
U.S. Bankruptcy Court for the District of Massachusetts a Small
Business Plan of Reorganization under Subchapter V dated May 23,
2024.
The Debtor is a duly organized Massachusetts corporation that was
organized on April 1, 2013, and subsequently purchased in 2015 by
the Debtor's current principal, Susan Duffy.
Susan Duffy was the sole owner of the Debtor at the time of filing,
and continues to operate the Debtor to this day. The Debtor
operates a breakfast and lunch restaurant with a principal place of
business 784 College Highway, Southwick, MA.
Like many businesses, the Debtor was affected by the COVID-19
pandemic, but was able to survive. In the summer of 2023, however,
the Debtor was audited by the Massachusetts Department of Revenue
in regards to its Meals Tax Withholdings. The Debtor exhausted its
cash reserves and took out several loans in order to attempt to pay
down its Meals Tax liabilities.
Starting in the summer of 2023, the Debtor entered into several
Merchant Cash Advance agreements (the "MCAs"), which are
essentially short-term loans similar to factoring contracts.
Pursuant to the MCAs, the Debtor was required to make either daily
or weekly ACH payments from the Debtor's bank accounts. One MCA
called for daily payments of approximately $1,081.64 per day, while
the others existing at the time of filing called for weekly
payments of $1,158.35 and $1,441.35. Such daily and weekly payments
while covering other operating and business expenses quickly became
unsustainable for the Debtor.
The total for filed and scheduled General Unsecured Claims against
the Debtor (including undersecured claims) is $329,303.60.
Class 4 consists of the general unsecured claims. In full and
complete satisfaction, settlement, release and discharge of the
Class 4 Claims, each holder of the Allowed Class 4 Claim shall
receive cash in an amount equal to such Claim's pro rata share of
$15,000. The $15,000 shall be funded in quarterly installments for
the 3 years after the Effective Date. Class 4 is impaired under the
Plan, and shall be entitled to vote to accept or reject this Plan.
Class 5 consists of holders of Interests in the Debtor. On the
Effective Date, each holder shall retain their Interests in the
Debtor in the same proportions that existed on the Petition Date.
This Plan will be funded from cash on hand, working capital, and
cash from ongoing business operations. The Debtor will continue to
operate in the ordinary course of business. The Plan provides for
the submission of all or such portion of the future earnings of the
Debtor as is necessary for the execution of the Plan.
A full-text copy of the Plan of Reorganization dated May 23, 2024
is available at https://urlcurt.com/u?l=4SKpVm from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Gary M. Weiner, Esq.
Robert E. Girvan III, Esq.
Weiner Law Firm, PC
1441 Main Street, Suite 610
Springfield, MA 01103
Tel: (413) 732-6840
Fax: (413) 785-5666
Email: gweiner@weinerlegal.com
rgirvan@weinerlegal.com
About D and J's Hash House, Inc.
D and J's Hash House, Inc. operates D&J's Hash House restaurant in
Southwick, Mass., which is open for breakfast and lunch.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Mass. Case No. 24-30072) on February 23,
2024, with up to $50,000 in assets and up to $500,000 in
liabilities. Susan Duffy, president, signed the petition.
Judge Elizabeth D. Katz oversees the case.
Robert E. Girvan III, Esq., at Weiner Law Firm, P.C., is the
Debtor's bankruptcy counsel.
D&H BROADCASTING: Hires Smithwick & Belendiuk as Special Counsel
----------------------------------------------------------------
D&H Broadcasting LLC seeks approval from the U.S. Bankruptcy Court
for the District of Nevada to employ Smithwick & Belendiuk, P.C. as
special counsel.
The firm will assist the Debtor in relation to the transfer of
radio station licenses in compliance with the rules and regulations
of the Federal Communications Commission.
The firm will be paid at the rate of $400 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Mark B. Denbo, a partner at Smithwick & Belendiuk, P.C., disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Mark B. Denbo
Smithwick & Belendiuk, P.C.
5028 Wisconsin Avenue, N.W. Suite 301
Washington, D.C. 20016
Tel: (202) 363-4050
About D&H Broadcasting LLC
D&H Broadcasting LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Nev. Case No. 23-50986) on December 29, 2023, disclosing
under $1 million in both assets and liabilities.
The Debtor is represented by HARRIS LAW PRACTICE LLC.
DIAMOND OFFSHORE: Moody's Puts 'B2' CFR on Review for Upgrade
-------------------------------------------------------------
Moody's Ratings affirmed Noble Finance II LLC's (Noble) ratings,
including its Ba3 Corporate Family Rating, Ba3-PD Probability of
Default Rating, B1 senior unsecured notes rating, and maintained
its stable outlook. Moody's downgraded Noble's Speculative Grade
Liquidity rating to SGL-2 from SGL-1.
Concurrently, Moody's placed Diamond Offshore Drilling, Inc.'s
(Diamond) ratings under review for upgrade, including Diamond's B2
Corporate Family Rating, B2-PD Probability of Default Rating, as
well as the B3 backed senior secured 2nd lien notes rating of
Diamond's subsidiary Diamond Foreign Asset Company. Diamond's and
Diamond Foreign Asset Company's outlook were previously stable.
These actions follow Noble's parent company, Noble Corporation
plc's (unrated) agreement to acquire Diamond for roughly $2 billion
in enterprise value, including Diamond's existing debt. Each
Diamond shareholder will receive 0.2316 shares of Noble stock and
$5.65 in cash for each share of Diamond, representing 64% stock and
36% cash (-$600 million total cash consideration on a fully diluted
basis). Noble's shareholders will own 85.5% of the combined entity
and Diamond's shareholders will own 14.5% at closing. The
transaction is expected to close in the first quarter of 2025,
subject to the approval of Diamond's stockholders, regulatory
approval and other customary closing conditions.
RATINGS RATIONALE
The affirmation of Noble's ratings balances the leveraging impact
of the transaction against the enhanced business risk profile of
the combined entity. This acquisition is credit negative for
Noble's bondholders given the material increase in financial
leverage from a very low level. Although Noble will gain
significant scale, backlog, and new customers and expects to
realize up to $100 million in cost synergies, this acquisition will
nearly triple Noble's total debt to about $1.8 billion, while
increasing organizational complexity and introducing integration
and execution risks. However, Noble had only $600 million of
balance sheet debt and a 0.75x debt/EBITDA ratio as of March 31,
2024 and should be able to absorb this leveraging acquisition
without a meaningful dent to its credit profile.
Pro forma for the acquisition, Noble will have roughly $1.8 billion
of gross debt underpinned by $6.5 billion of contracted backlog.
Noble will look to issue $600 million of incremental debt in
addition to Diamond's existing debt of about $550 million, and has
no plans to reduce debt at this time. Consequently, pro forma
leverage will increase to over 1.5x based on Moody's expectation of
roughly $1.2 billion in combined annualized EBITDA over the next 12
months for the two companies.
Noble's Ba3 CFR is supported by its large scale in the offshore
drilling industry, increasing but still moderate financial
leverage; high-quality rig fleet, strong backlog, and strong
operating track record. The Diamond acquisition will further
enhance the company's scale, geographic reach, deepwater presence,
and customer and cash flow diversification. Despite the sharp
increase in in financial leverage from the contemplated
acquisition, Moody's expects the company to remain committed to its
stated conservative financial policies, including holding net
leverage around 1x, maintaining at least $600 million of total
liquidity and managing shareholder distributions and future growth
prudently. The credit profile is restrained by the Noble's
re-contracting risks and limited revenue visibility beyond 2025,
the highly cyclical nature of offshore upstream capital spending,
and its indirect exposure to volatile oil and gas prices. Noble
also has a significant shareholder distribution program increasing
quarterly dividends by 25% recently to $0.50 per share.
Additionally, oil and gas prices need to stay above mid-cycle
levels for the company to successfully recontract and consistently
deliver free cash flow beyond 2025.
Noble's stable outlook assumes that the Diamond acquisition will
close according to management's plans and the company will maintain
good liquidity.
Diamond's ratings were placed on review for upgrade based on their
potential ownership by Noble Corporation plc which has a stronger
credit profile. Diamond will derive operational benefits and
competitive advantages associated with the enlarged high-quality
rig fleet. If Diamond's debt remains outstanding and is guaranteed
by Noble Corporation plc, then its ratings would be upgraded to
Noble plc's rating level. If Diamond were to be an unguaranteed
subsidiary of Noble Corporation plc post-acquisition and continue
to provide separate audited financial statements going forward,
then its ratings would likely be upgraded, but would likely be
limited to one notch, based on anticipated parental support. If
Diamond's debt were to remain outstanding, without guarantee from
Noble and have no separate audited financial statements, then its
ratings would likely be withdrawn.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade could be considered if Noble can successfully integrate
Diamond's assets and maintain conservative financial policies,
including sustaining gross debt/EBITDA below 1x and generating
strong free cash flow after sufficiently reinvesting in the
business and funding shareholder distributions. For an upgrade, the
company will also have to maintain high fleet utilization and a
strong backlog in a supportive industry environment.
The CFR could be downgraded if earnings and backlog decline
materially, the company generates negative free cash flow or the
debt/EBITDA ratio rises above 2x. Any materially leveraging
acquisition or shareholder distribution could also trigger a
downgrade.
Noble Finance II LLC is a wholly-owned indirect subsidiary of Noble
Corporation plc, which is based in the UK, publicly traded, and is
one of the world's largest providers of offshore contract drilling
services to the oil and gas industry.
Diamond Offshore Drilling, Inc. is a publicly traded provider of
contract drilling services to the energy industry around the globe
with a fleet consisting of four owned drillships, seven owned
semisubmersibles, and one managed rig.
The principal methodology used in these ratings was Oilfield
Services published in January 2023.
DIAMOND OFFSHORE: S&P Places 'B' ICR on CreditWatch Positive
------------------------------------------------------------
S&P Global Ratings placed all its ratings on Diamond Offshore
Drilling Inc., including its 'B' issuer credit and 'BB-'
issue-level ratings, on CreditWatch with positive implications.
The CreditWatch placement reflects the likelihood that S&P will
raise its issuer credit rating on Diamond Offshore to equalize it
with that of higher-rated Noble Corp. following the close of the
transaction, which we anticipate will take place in the first
quarter of 2025.
On June 10, 2024, Noble Corp. PLC (BB-/Stable/--), a U.K.-based
offshore drilling company, announced it had entered into a
definitive agreement to acquire Diamond Offshore in a cash and
stock transaction valued at about $2.2 billion. This includes the
assumption of Diamond Offshore's secured debt.
S&P said, "The CreditWatch placement reflects the likelihood that
we will raise our issuer credit rating on Diamond Offshore
following the close of the transaction to equalize it with our
'BB-' rating on Noble Corp. We will likely view Diamond Offshore as
a core subsidiary of Noble Corp. and expect Diamond Offshore's
existing senior secured second-lien notes will remain at the
Diamond Offshore subsidiary and maintain the existing collateral
and terms."
Diamond Offshore shareholders will receive 0.2316 Noble shares and
$5.65 of cash per share, valuing the total transaction at about
$2.2 billion when considering Diamond's approximately $550 million
of 8.5% senior secured second-lien notes due 2030.
The transaction is subject to customary closing conditions and
regulatory approvals. S&P expects to resolve the CreditWatch
placement when the acquisition closes, likely by the end of the
first quarter of 2025.
S&P said, "The placement of all ratings on CreditWatch with
positive implications reflects the likelihood that we will raise
the issuer credit rating on Diamond Offshore to equalize it with
our rating on Noble Corp. when the transaction closes. We
anticipate it will close by the end of the first quarter of 2025,
and we assume the transaction is completed as proposed, without any
significant changes to our current operating assumptions."
DIGITAL AUTO: Seeks to Hire Noah R. Friend Law Firm as Counsel
--------------------------------------------------------------
Digital Auto, LLC and its affiliate seek approval from the U.S.
Bankruptcy Court for the Eastern District of Kentucky to employ
Noah R. Friend Law Firm, PLLC, as its bankruptcy counsel.
The firm's services include:
a. represent the Debtors in its Chapter 11 case and advise the
Debtors as to its rights, duties and powers;
b. prepare and file all necessary statements, bankruptcy
schedules and other documents, and negotiating and preparing a
Chapter 11 plan for the Debtors;
c. represent the Debtors at all hearings, meetings of
creditors, conferences, trials, and other proceedings;
d. prepare any necessary motions related to the sale of
collateral, the hiring of professionals, or any necessary
objections to proofs of claim; and
e. perform other legal services for the Debtor.
Noah Friend, Esq., the firm's attorney designated to provide the
services, will be paid an hourly fee of $300. Phillip A. Robinette
or any additional associate attorneys will be paid $200 an hour.
The firm received an initial retainer fee of $20,000.
As disclosed in court filings, the firm is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Noah R. Friend, Esq.
Noah R. Friend Law Firm, PLLC
P.O. Box 341
Versailles, KY 40383
Tel: (606) 369-7030
Fax: (502) 716-6158
Email: noah@friendlawfirm.com
About Digital Auto, LLC
Digital Auto, LLC is a Kentucky limited liability corporation, with
its principal place of business in Fayette County, Kentucky.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. KY. Case No. 24-50259) on March 11,
2024. In the petition signed by Iman Muhsen, member, the Debtor
disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Noah Friend, Esq., at Noah R Friend Law Firm, represents the Debtor
as legal counsel.
DIOCESE OF SYRACUSE: Nears Chapter 11 Bankruptcy Exit After 4 Years
-------------------------------------------------------------------
Jon Moss of Syracuse.com reports that nearly four years ago, the
Roman Catholic Diocese of Syracuse -- facing a growing number of
sex abuse claims -- filed for bankruptcy.
Bishop Douglas Lucia said entering bankruptcy was the only way to
address the claims, which now total more than 400, in "a fair and
equitable manner." The diocese has nearly 200,000 congregants in
seven counties.
This month, May 2024, a plan that would allow the diocese to emerge
from bankruptcy was mailed to creditors. They have until 5 p.m.
July 1 to vote on the plan.
The centerpiece of the 81-page plan is a multimillion-dollar fund
to pay abuse survivors if they end their lawsuits against the
church.
If approved by the creditors, Wendy Kinsella, the chief bankruptcy
judge for the Northern District of New York, will hold a hearing on
the plan beginning Sept. 16 that could last for days or weeks. She
would then either approve or reject the plan.
Diocese spokesperson Danielle Cummings said the church is "pleased"
that the bankruptcy exit plan could be approved this fall.
"This has been a long process," she said, "and survivors of sexual
abuse deserve the reparations they are due."
At the fall hearing, some abuse survivors will read impact
statements, according to Robert Kugler, the lead lawyer for the
diocese's creditors.
"They've been waiting patiently, but they're interested in doing
so," he said in court.
The diocese would contribute half of the $100 million fund to pay
abuse survivors and end scores of lawsuits. The rest would be paid
for by parishes, schools, missions and Catholic Charities. If split
evenly among the parishes, each would face an average bill of
nearly $400,000.
The $100 million is what local Catholic institutions have agreed to
pay. Any money from insurance companies would be on top of that
money, officials said.
The fund was described by church officials last summer as the
second-largest payment by a Roman Catholic institution and its
affiliates in any Roman Catholic bankruptcy case.
Lawyers for the diocese previously said in court papers that each
abuse claim will be reviewed to ensure it is not a duplicate or
fraudulent, then given a number of points based on the type of
abuse, the extent of the abuse and when it happened. The proposed
claims reviewer is Roger Kramer, a lawyer based in the Minneapolis
suburbs.
Kramer declined to comment, citing court-ordered confidentiality.
A lawyer for the U.S. Trustee’s office previously said the
diocese doesn't appear to have enough money to pay for its share of
the fund.
The diocese, however, has said it can cover its share.
The diocese said in court papers that it has assets with a value of
about $35 million as of the end of February, the last month where
such information is available. It had about $1.9 million in cash
available at the time. That could leave the diocese tens of
millions of dollars short of the funding for the plan.
Stephen Donato, the diocese's lead bankruptcy lawyer, previously
said the diocese is "comfortable" it can cover its part of the
survivors fund. A financial official is expected to provide
testimony to that effect during the confirmation hearing, he said.
The parishes also appear to still be figuring out how to cover
their portion of the tab. Their financial information was not
disclosed in court since they have not declared bankruptcy.
There are 116 parishes across seven counties. The diocese overall
employs about 3,000 people.
Timothy Lyster, a lawyer for parishes in the diocese, did not
respond to a request for comment. He previously said in court that
the contributions were "a stretch for the Catholic family."
"The parishes are still scraping to get this money together, as is
typical in these cases," he said.
Some of the lawyers representing survivors said they weren’t
concerned about the diocese making good on its promise.
Taylor Stippel, of Jeff Anderson and Associates, said there should
be "no doubt the money will be there."
"We are confident and we know that the diocese and the parishes and
the schools will be able to marshal that $100 million," she said.
"Because they agreed to it. Because they’ve signed off on it."
Another important part of the diocese's proposed plan to exit
bankruptcy is also under legal threat.
Under the proposed plan, abuse survivors would need to agree not to
pursue further legal claims against the diocese and more than 250
other Catholic institutions to be able to receive money from the
$100 million fund.
The U.S. Supreme Court is expected to rule by the end of next month
in an unrelated case on whether bankruptcy courts are allowed to
approve such releases, which could force the diocese's plan to be
reworked.
The U.S. Conference of Catholic Bishops, which is not a party to
the case before the Supreme Court, said in court papers that the
releases "provide the only viable means for the Catholic
infrastructure in many communities to survive what has become
decades of mission-crippling litigation."
A lawyer for the U.S. trustee's office previously said it "would
not be prudent' for a reorganization plan to be approved with this
type of release, when it could soon need to be reworked.
About The Roman Catholic Diocese of Syracuse
The Roman Catholic Diocese of Syracuse, New York --
http://www.syracusediocese.org/-- through its administrative
offices (a) provides operational support to the Catholic parishes,
schools and certain other Catholic entities that operate within the
territory of the Diocese in support of their shared charitable
humanitarian and religious missions; (b) conducts school
operations
by managing tuition and scholarship payments, employee payroll, and
other school-related operating expenses for separately incorporated
Diocesan schools, as well as providing parish schools with
financial, operational and educational support; and (c) provides
comprehensive risk management services to the OCEs through the
Diocese's insurance program.
The Roman Catholic Diocese of Syracuse, New York filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bank. N.D.N.Y. Case No. 20-30663) on June 19, 2020. Stephen
A. Breen, chief financial officer, signed the petition. At the time
of filing, the Debtor estimated $10 million to $50 million in
assets and $50 million to $100 million in liabilities.
Judge Margaret M. Cangilos-Ruiz oversees the case.
Bond, Schoeneck and King, PLLC, serves as the Debtor's bankruptcy
counsel. The Debtor also tapped Mullen Coughlin LLC as special
counsel, Arete Advisors LLC as cybersecurity consultant, and
Moxfive LLC as technical advisor. Stretto is the claims agent and
administrative advisor.
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors in the Debtor's bankruptcy case. The committee
tapped Stinson, LLP, Saunders Kahler, LLP and Berkeley Research
Group, LLC, as its bankruptcy counsel, local counsel and financial
advisor, respectively.
DNC AND TCPA: Hires 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 counsel.
The firm will provide these services:
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 the Chapter 11 plan;
c. file the necessary petitions, pleadings, reports, and actions
which may 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 foreclose
proceedings and all matters as may be provided; and
e. perform all other legal services for the Debtor which may be
necessary herein.
The firm will be paid at the rate of $375 per hour. The firm
received from the Debtor a retainer of $20,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
John A. Cimino, Esq., a partner at Cimino Law Office, LLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
John A. Cimino, Esq.
Cimino Law Office, LLC
5500 East Yale Ave., Suite 201A
Denver, CO 80222
Tel: (720) 434-0434
Email: JC925AVE@yahoo.com
About DNC and TCPA Sanitizer
DNC and TCPA List Sanitizer, LLC sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 24-12624) on
May 16, 2024, with $50,001 to $100,000 in assets and $500,001 to $1
million in liabilities.
John Cimino, Esq., at Cimino Law Office, LLC represents the Debtor
as bankruptcy counsel.
DS26 LLC: Case Summary & Three Unsecured Creditors
--------------------------------------------------
Debtor: DS26, LLC
1435 E. 4th Street
Reno, NV 89512
Business Description: DS26, LLC is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: June 10, 2024
Court: United States Bankruptcy Court
District of Nevada
Case No.: 24-50576
Judge: Hon. Hilary L. Barnes
Debtor's Counsel: Kevin A. Darby, Esq.
DARBY LAW PRACTICE
499 W. Plumb Lane, Suite 202
Reno, NV 89509
Tel: 775-322-1237
Fax: 775-996-7290
Email: kevin@darbylawpractice.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by M. Marie Murphy as Manager of M3
Manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/WY2KRRA/DS26_LLC__nvbke-24-50576__0001.0.pdf?mcid=tGE4TAMA
DUSOBOX CORP: Court OKs Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Dusobox Corporation to use cash
collateral, on an interim basis, in accordance with the budget.
Following entry of the First Interim Order, Flagstar Financial &
Leasing, LLC f/k/a Signature Financial LLC asserted a properly
perfected first priority security interest in and to the Debtor's
cash collateral that is the subject of the Motion. The Debtor has
continued to negotiate with Flagstar, Creditors' Committee, SBA,
and WPNB regarding the use of cash collateral and the providing of
adequate protection.
The Debtor is authorized to use cash collateral to pay: (a) amounts
expressly authorized by the Court, including payments to the United
States Trustee for quarterly fees; (b) the current and necessary
expenses set forth in the budget, plus an amount not to exceed 10%
for each line item (provided no amount will be disbursed for
pre-petition sales tax, absent proper application and entry of an
order by the Court); and (c) additional amounts as may be expressly
approved in writing by the Creditors.
Flagstar will have a perfected post-petition lien against cash
collateral to the same extent and with the same validity and
priority as its respective prepetition liens, without the need to
file or execute any document as may otherwise be required under
applicable non-bankruptcy law.
The Debtor will maintain all its insurances including liability and
casualty insurance coverage in accordance with state law and its
obligations under the agreements with its Creditors.
As additional protection for Flagstar's interest in the cash
collateral, the Debtor will make monthly payments to Flagstar in
the aggregate amount of $39,399 up to the effective date of any
confirmed plan of reorganization of the Debtor, with such payments
to be made on dates agreed to by the Debtor and Flagstar as set
forth in the budget.
A further hearing on the matter is set for June 18, 2024 at 11
a.m.
A copy of the order is available at https://urlcurt.com/u?l=XrsfQW
from PacerMonitor.com.
The Debtor projects total operating disbursements, on a weekly
basis, as follows:
$543,909 for the week ending June 14, 2024;
$279,598 for the week ending June 21, 2024; and
$491,909 for the week ending June 28, 2024.
About Dusobox Corporation
Dusobox Corporation is a designer, engineer and manufacturer of
custom corrugated display solutions and product packaging. It is
based in Orlando, Fla.
Dusobox filed Chapter 11 petition (Bankr. M.D. Fla. Case No.
24-00391) on Jan. 29, 2024, with $1 million to $10 million in
assets and $10 million to $50 million in liabilities.
Judge Tiffany P. Geyer oversees the case.
Michael A. Nardella, Esq., at Nardella & Nardella, PLLC is the
Debtor's legal counsel.
EAB GLOBAL: Moody's Rates Extended $125MM First Lien Revolver 'B3'
------------------------------------------------------------------
Moody's Ratings assigned a B3 rating to EAB Global, Inc.'s ("EAB")
amended and extended $125 million senior secured first lien
revolving credit facility due 2028 and affirmed the company's B3
corporate family rating and B3-PD probability of default rating
following the announced refinancing transaction. Concurrently,
Moody's downgraded the ratings on the company's existing senior
secured first lien bank credit facilities, consisting of an upsized
$997.5 million term loan (including $120 million incremental) due
2028 and senior secured revolver due 2026 to B3 from B2. Moody's
anticipates withdrawing the rating on the existing revolver upon
completion of the refinancing. The outlook is maintained at stable.
The company is a Washington, DC provider of subscription-based
research, software and technology-enabled services to the higher
education industry.
Net proceeds from the incremental term loan together with modest
balance sheet cash at closing, will be used to repay in full the
company's existing second lien term loan (unrated) due August 2029
and pay related transaction fees. As part of the refinancing
transaction, the company plans to extend its existing senior
secured revolving credit facility to May 2028 from August 2026.
Moody's anticipates that there will be a small revolver draw at the
time of closing. In addition, EAB is likely to reprice the existing
term loan by 25 basis points to S+325 from S+350. The assigned
ratings are subject to review of final documentation and no
material change in the size, terms and conditions of the
transaction as communicated to Moody's.
The affirmation of the B3 CFR reflects Moody's expectation that EAB
will manage its liquidity prudently over the next 12-18 months and
that its credit metrics should gradually improve. Moody's forecasts
the company's topline will expand organically in the low-single
digit percentages over the next 12-18 months, which combined with
an anticipated reduction in one-time expenses and cost savings
initiatives will result in debt-to-EBITDA (Moody's adjusted)
declining toward the mid-7.0 times range at the end of June 2025.
The downgrade of the senior secured first lien ratings to B3 from
B2 reflects the planned full repayment of the senior secured second
lien term loan that results in the loss of the first loss support
the second lien debt provided to the first lien creditors in a
default scenario.
RATINGS RATIONALE
The B3 CFR is constrained by EAB's: (1) high debt-to-EBITDA
leverage (Moody's adjusted) estimated in the low-8.0 times range as
of twelve months ended 31 March 2024, which Moody's expects to
decline towards mid-to-low-7.0 times over the next 12-18 months;
(2) modest scale and narrow geographic focus; (3) revenue
concentration within the US higher education and K-12 school
systems that face enrollment challenges and budgetary pressures;
and (4) its concentrated ownership by private equity firms Vista
Equity Partners ("Vista") and BC Partners Advisors LP ("BC
Partners") that presents corporate governance risks, including a
potential for debt-funded acquisitions or distributions.
The rating is supported by: (1) the company's strong market
position as a provider of research, software, and
technology-enabled services to a diversified customer base of
universities and other educational institutions; (2) relatively
healthy business visibility provided by a subscription-based
revenue model featuring multi-year client contracts with
historically solid retention rates; (3) secular long-term growth
prospects; and (4) Moody's expectation that the company will
maintain good liquidity over the next 12-15 months.
Moody's expects EAB will maintain good liquidity over the next
12-15 months. Sources of liquidity consist of cash balances of
around $5 million at transaction closing and projected annual free
cash flow approaching $50 million by the end of June 2025. Moody's
expects the company to amend and extend its $125 million senior
secured revolving credit facility to May 2028. The size of the
revolver is solid relative to annual interest expenses, taxes and
capital expenditures. However, access to the revolving credit
facility is limited by the $18.7 million letters of credit
outstanding as of March 31, 2024. Though the business remains
highly seasonal, with stronger cash collections typically occurring
during months of July through September, Moody's does not expect
the company to utilize its revolving credit facility materially
over the next 12-15 months. Moody's believes that all available
liquidity sources to the company provide good coverage relative to
the annual mandatory term loan amortization of approximately $10
million, paid quarterly. The company's access to the revolver is
subject to a maximum net senior secured first lien leverage
covenant ratio, set at 10.x (for the remainder of the senior
secured first lien credit agreement) whenever revolver borrowings
are greater than 40% of the total commitment. The covenant is for
the benefit of revolver lenders only. Moody's does not expect the
covenant to be triggered over the near term and believes there is
ample cushion within the covenant based on the projected earnings
levels for the next 12-15 months.
The stable outlook reflects Moody's expectation for organic revenue
growth in the low-single digit percentages over the next 12-18
months and profitability improvements at a slightly higher rate as
one-time expenses decline and cost synergies are realized. Moody's
projects EAB's debt-to-EBITDA (Moody's adjusted) to decline towards
the mid-to-low-7.0 times range over the next 12-18 months and the
company will maintain good liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade EAB's ratings if the company can continue to
grow profitably and diversify its revenue base, and demonstrate
conservative financial policies. Metrics that could support a
higher rating include debt-to-EBITDA (Moody's adjusted) sustained
below 7.0 times and free cash flow-to-debt (Moody's adjusted) is
maintained above 5% or better.
Moody's could downgrade EAB's ratings if revenue growth slows,
margins decline, or liquidity weakens. The ratings could also be
downgraded if operating challenges or more aggressive financial
policy leads to debt-to-EBITDA (Moody's adjusted) sustained above
9.0 times or EBITDA-Capex/interest expense (Moody's adjusted) falls
below 1.0 time.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
EAB, headquartered in Washington DC, is a leading provider of
technology-enabled services to a diversified customer base of
universities and other educational institutions across the United
States. The company is majority owned by Vista Equity Partners
("Vista") and BC Partners ("BC Partners"). Moody's expects the
company's GAAP annual revenue to approach $500 million in 2025
(ending June).
EASTERN MEAT: Liquidity Issues Cue CCAA Filing; Deloitte as Monitor
-------------------------------------------------------------------
An order in respect of Eastern Meat Solutions Inc. and its
affiliates ("Debtors") was granted by the Ontario Superior Court of
Justice (Commercial List) ("Court") pursuant to the Companies'
Creditors Arrangement Act, as amended ("CCAA"). Deloitte
Restructuring Inc. has been appointed as monitor in the Debtors'
CCAA proceedings ("Monitor") pursuant to the Initial Order of the
Court dated May 21, 2024.
According to the Companies, they are currently facing significant
liquidity issues and have not achieved intended performance metrics
over the past several years. They are insolvent.
The Companies said, despite recent funding made available by Robert
Vanden Broek, a director of each of the Companies, and Bank of
Montreal ("BMO"), the Companies' senior secured lender and the
proposed DIP Lender, the Companies continue to forecast losses over
the next two years and are facing a severe liquidity crisis. It
is anticipated that, in the absence of the DIP financing to be
provided by BMO, the approval of which will be sought at the
Comeback Hearing, the Companies will require additional cash to
fund operations.
The Companies lamented, after conducting an exhaustive review and
considering all reasonable alternatives in the circumstances, they
have determined that it is in their best interests and their
stakeholders to seek protection under the CCAA. The Companies
require immediate CCAA protection in order to continue operating as
a going concern.
The Initial Order provides, among other things, for a stay of
proceedings until May 31, 2024 ("Stay Period") in respect of the
Debtors. The Debtors have advised the Court that they will be
seeking an extension of the Stay Period, among other relief, on or
about May 31, 2024. Additional details can be found on the Website
at http://www.insolvencies.deloitte.ca/easternmeat.
During the Stay Period, all parties are prohibited from commencing
or continuing legal or enforcement actions against the Debtors and
all rights and remedies of any party against or in respect of the
Debtors or their assets are stayed and suspended except with the
written consent of the Debtors and the Monitor, or leave of the
Court. Creditors are not required to file a proof of claim at this
time. Persons requiring further information should email the
Monitor at easternmeatsolutions@deloitte.ca or call the Monitor's
telephone hotline at 416-601-6048.
Copies of the Initial Order and the materials related to the Court
application have been posted on the Monitor's website at:
http://www.insolvencies.deloitte.ca/easternmeat
Court-appointed Monitor:
Deloitte Restructuring Inc.
8 Adelaide Street West, Suite 200
Toronto, ON M5H 0A9
Jorden Sleeth
Tel: (416) 775-8858
Email: jsleeth@deloitte.ca
Todd Ambachtsheer
Tel: (416) 607-0781
Email: tambachtsheer@deloitte.ca
Matthew R. Hong
Tel: (416) 607-1200
Email: mahong@deloitte.ca
Lawyers for the Companies:
Thornton Grout Finnigan LLP
TD West Tower, Toronto-Dominion Centre
100 Wellington Street West, Suite 3200
Toronto, ON M5K 1K7
Fax: (416) 304-1313
Rebecca L. Kennedy
Tel: (416) 304-0603
Email: rkennedy@tgf.ca
D.J. Miller
Tel: (416) 304-0559
Email: djmiller@tgf.ca
Adam Driedger
Tel: (416) 304-1152
Email: adriedger@tgf.ca
Shurabi Srikaruna
Email: ssrikaruna@tgf.ca
Lawyers for the Court-appointed Monitor:
Dentons Canada LLP
77 King Street West, Suite 400
Toronto-Dominion Centre
Toronto, ON M5K 0A1
Robert Kennedy
Tel: (416) 367-6756
Email: robert.kennedy@dentons.com
Michael Schafler
Tel: (416) 863-4457
Email: michael.schafler@dentons.com
Valerie Cross
Tel: 1 (604) 648-654
Email: valerie.cross@dentons.com
Lawyers for Bank of Montreal:
Borden Ladner Gervais LLP
Bay Adelaide Centre, East Tower
22 Adelaide Str. West, Suite 3400
Toronto, ON M5H 4E3
Alex MacFarlane
Tel: (416) 367-6305
Email: AMacFarlane@blg.com
Eastern Meat Solutions Inc. trades meat products and provides food
processing and cold storage services for the food industry.
ENVIVA INC: Judge Boots Vinson as Bankruptcy Counsel
----------------------------------------------------
James Nani of Bloomberg Law reports that Vinson & Elkins booted
from wood pellet maker's, Enviva Inc., bankruptcy over conflict.
Wood-pellet maker Enviva Inc. can't keep Vinson & Elkins LLP as its
bankruptcy counsel because the firm also represents the company's
largest equity holder, a bankruptcy judge ruled.
The firm's work for Riverstone Investment Group LLC in matters
outside of the bankruptcy is a conflict of interest with its
representation of Enviva in Chapter 11, Judge Brian F. Kenney of
the US Bankruptcy Court for the Eastern District of Virginia ruled
Thursday, May 30, 2024.
The finding is a setback for Enviva, which filed for Chapter 11 in
March 2024.
About Enviva Inc.
Headquartered in Bethesda, Md., Enviva Inc. --
https://www.envivabiomass.com -- is a producer of industrial wood
pellets, a renewable and sustainable energy source produced by
aggregating a natural resource, wood fiber, and processing it into
a transportable form, wood pellets. Enviva exports its wood pellets
to global markets through its deep-water marine terminals at the
Port of Chesapeake, Virginia, the Port of Wilmington, North
Carolina, and the Port of Pascagoula, Mississippi, and from
third-party deep-water marine terminals in Savannah, Georgia,
Mobile, Alabama, and Panama City, Florida.
Enviva Inc. and certain affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Lead Case No.
24-10453) on March 13, 2024. In the petition signed by Glenn T.
Nunziata, interim chief executive officer and chief financial
officer, Enviva Inc. disclosed $2,893,581,000 in assets and
$2,631,263,000 in liabilities.
Judge Brian F. Kenney oversees the cases.
The Debtors tapped Vinson & Elkins, LLP as general bankruptcy
counsel; Kutak Rock, LLP as local counsel; Lazard Freres & Co., LLC
as investment banker; Alvarez & Marsal Holdings, LLC as financial
advisor; and Kurtzman Carson Consultants, LLC as notice and claims
agent.
The U.S. Trustee for Region 4 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Akin Gump Strauss Hauer & Feld, LLP as lead
bankruptcy counsel; Hirschler Fleischer, PC as local counsel;
Ducera Partners, LLC as investment banker; and AlixPartners, LLP as
financial advisor.
EUSHI FINANCE: S&P Assigns 'BB+' Rating on Junior Sub Notes
-----------------------------------------------------------
S&P Global ratings assigned its 'BBB' issuer credit rating (ICR) to
EUSHI Finance Inc. (EFI) with a negative outlook, which is in line
with its ICR and outlook on its parent, Emera Inc.
The negative outlook on EFI reflects the negative outlook on parent
Emera that incorporates the persistently weak consolidated
financial measures for the current rating. S&P's base case assumes
FFO to debt of 9%-11% through 2025.
S&P Global Ratings assigned its 'BB+' issue-level rating to EUSHI
Finance Inc.'s (EFI) $500 million 7.625% fixed-to-fixed reset rate
junior subordinated notes (JSN) maturing December 15, 2054. The
company intends to use the net proceeds from these notes to repay
Emera US Finance L.P.'s $300 million 0.833% 2021 exchange notes
maturing on June 15, 2024, as well as for general corporate
purposes.
S&P said, "We rate the $500 million 7.625% fixed-to-fixed reset
Rate JSN maturing December 15, 2054, two notches below our ICR on
EFI to reflect its subordination and the company's ability to defer
interest payments. The instrument is subordinated to all EFI's
future senior debt obligations, satisfying the condition for
subordination. In addition, the interest payments are deferrable,
which fulfills the deferability element. The long-term nature of
the junior subordinated notes, along with the company's limited
ability and lack of incentives to redeem the issuance for a
long-dated period, meets our standards for permanence.
"We classify the securities as hybrid securities with intermediate
equity content (50%). This is premised on the instruments'
long-term nature, subordination, and deferability features. In line
with our criteria, we will reclassify the notes as having minimal
equity content after December 15, 2034, as the remaining period
until maturity will be less than 20 years.
"EFI is a wholly owned subsidiary of Emera and exists solely to
issue and redeem debt and sell its common securities to Emera. As
such, we assess EFI as a core subsidiary of parent Emera. To date,
EFI has only issued the $500 million 7.625% fixed-to-fixed reset
rate JSN and Emera will irrevocably and unconditionally guarantee
payments for these notes."
EVERGREEN HOMES: Hires Landau Law PLLC as Counsel
-------------------------------------------------
Evergreen Homes of Florida, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Landau Law, PLLC as counsel.
The firm will provide these services:
(a) give advice to the Debtor with respect to its powers and
duties as a Debtor-in-possession;
(b) advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee’s Operating Guidelines and
Reporting Requirements and with the rules of the court;
(c) prepare motions, pleadings, orders, applications, adversary
proceedings, and other legal documents necessary in the
administration of the case;
(d) protect the interest of the Debtor in all matters pending
before the court; and
(e) represent the Debtor in negotiations with its creditors in
the preparation of a plan.
The firm will be paid at these rates:
Philip J. Landau, Esq. $650 per hour
Edward Port, Esq. $500 per hour
Paralegals $300 per hour.
The firm received a retainer of $11,591.00.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Philip J. Landau, Esq., a partner at Landau Law, PLLC, disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Philip J. Landau, Esq.
Landau Law, PLLC
3010 N. Military, Suite 318
Boca Raton FL 33431
Tel: (561) 443-0802
Email: phil@landau.law
About Evergreen Homes of Florida, Inc.
Evergreen Homes Of Florida, Inc. sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-13583) on
April 15, 2024, with $100,001 to $500,000 in assets and $500,001 to
$1 million in liabilities.
Judge Mindy A. Mora presides over the case.
Philip J. Landau at Landau Law, PLLC represents the Debtor as legal
counsel.
EVERGREEN HOMES: Hires Zwelling Law PLLC as Special Counsel
-----------------------------------------------------------
Evergreen Homes of Florida, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Zwelling Law, PLLC as special counsel.
The Debtor needs the firm's legal assistance in connection with a
case, Case No. 502022CA0011753XXXXMB, filed in the Circuit Court in
and for Palm Beach County, Florida.
The firm will be paid:
a. if the cause is concluded prior to the initiation of a
lawsuit or petition, the contingency fee is 1/3 of the benefit
obtained;
b. if the cause is concluded after the initiation of a lawsuit
or petition, the contingency fee is 40 percent of the benefit
obtained;
c. if the cause is concluded after pre-trial conference or the
start of trial, the contingency fee is 45 percent of the benefit
obtained;
d. an additional 5 percent of any recovery after notice of
appeal is filed or post judgment relief or action is required for
recovery on the judgment.
Avi Zwelling, Esq., a partner at Zwelling Law, PLLC, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Avi Zwelling, Esq.
Zwelling Law, PLLC
7301-A West Palmetto Park Road, Suite 204B
Boca Raton, FL 33433
Tel: (561) 961-5462
About Evergreen Homes of Florida, Inc.
Evergreen Homes Of Florida, Inc. sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-13583) on
April 15, 2024, with $100,001 to $500,000 in assets and $500,001 to
$1 million in liabilities.
Judge Mindy A. Mora presides over the case.
Philip J. Landau at Landau Law, PLLC represents the Debtor as legal
counsel.
EXPRESS INC: Gets Offer to Liquidate Company
--------------------------------------------
Daniel Kline of The Street reports that popular mall-based clothing
retailer Express filed for Chapter 11 bankruptcy with a clear plan
to sell itself to a consortium led by WHP Global ("WHP"), which
also includes two of its landlords Simon Property Group and
Brookfield Properties.
Simon and Brookfield have partnered with a number of struggling
retailers to help keep them afloat in order to keep them as tenants
in their malls.
"To facilitate the sale process, Express and its subsidiaries have
filed voluntary Chapter 11 petitions in the U.S. Bankruptcy Court
for the District of Delaware. Express has received a commitment for
$35 million in new financing from certain of its existing lenders,
subject to court approval. Additionally, on April 15, 2024, the
Company received $49 million in cash from the Internal Revenue
Service related to the CARES Act,' the retail chain shared in a
press release.
The chain has continued to operate normally in its stores and
online across its Express, Bonobos and UpWest brands.
"We continue to make meaningful progress refining our product
assortments, driving demand, connecting with customers and
strengthening our operations," Express CEO Stewart Glendinning said
at the time of the Chapter 11 bankruptcy filing. "We are taking an
important step that will strengthen our financial position and
enable Express to continue advancing our business initiatives."
Express faces bankruptcy challenge, liquidation bid
Express creditors have taken issue with a potential 3% breakup fee
that would be imposed if WHP's group, which already owns a 60%
stake in the retailer, is not the winning bid. That fee could
discourage other bidders looking to acquire the chain or its
assets, according to a Bloomberg Law report.
"ReStore Capital LLC, representing second lien lenders, said it
supports Express' efforts to turn its business around but isn't on
board with proposed payments the lead bidder — a consortium led
by Express' two largest landlords — is seeking as a condition of
its offer," according to a May 26 filing in the US Bankruptcy Court
for the District of Delaware.
Express closed 95 of its retail locations when it filed for Chapter
11 bankruptcy protection. The retailer also shared that liquidation
would likely occur if the bankruptcy did not proceed quickly.
The company has named the WHP, Simon, and Brookfield group as its
preferred buyer, but a second liquidation bid has been placed.
"Hilco Merchant Resources LLC and Gordon Brothers Retail Partners
LLC submitted a competing liquidation bid of about $261 million
last week. Hilco and Gordon Brothers didn't request a breakup fee
or expense reimbursement, ReStore said," according to Bloomberg.
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 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.
EXPRESS INC: Hires Ernst & Young LLP as Tax Service Provider
------------------------------------------------------------
Express, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Ernst &
Young LLP as tax service provider.
The firm will provide these services:
-- advise the Debtors' personnel in developing an understanding
of the tax issues and options related to Debtors' potential Chapter
11 filing, taking into account Debtors' specific facts and
circumstances, for US federal and state & local tax purposes;
-- advise the Debtors on the federal and state & local income
tax consequences of proposed plans of reorganization;
-- understand and advise on the tax implication of
reorganization and/or restructuring alternatives Debtors are
evaluating with existing bondholders and other creditors that may
result in a change in the equity, capitalization and/or ownership
of the shares of Debtors and its assets;
-- gather information, prepare calculations ("Section 382
Calculations") and apply the appropriate federal and state & local
tax law to historic information regarding changes in the ownership
of Debtors' stock to calculate whether any of the shifts in stock
ownership may have caused an ownership change that will restrict
the use of tax attributes (such as net operating loss, capital
loss, credit carry forwards, and built in losses) and the amount of
any such limitation;
-- provide tax projections relative to alternative scenarios
using data and business forecasts provided by the Company and its
advisors;
-- prepare calculations and apply the appropriate federal and
state & local tax law to determine the amount of tax attribute
reduction related to debt cancellation income and modeling of tax
consequences of such reduction;
-- update the draft tax basis balance sheets and draft
computations of stock basis as of certain relevant dates for
purposes of analyzing the tax consequences of alternative
reorganization structures;
-- analyze federal and state & local tax consequences of
restructuring and rationalization of inter- company accounts, and
upon written request, we will analyze tax impacts of transfer
pricing and related cash management;
-- analyze federal and state & local tax consequences of
potential bad debt and worthless stock deductions, including tax
return disclosure and presentation;
-- as requested by the Debtors, assist with various tax,
compliance, audit, notices, tax account
registration/deregistration, business licensing, tax accrual or tax
working capital analysis and voluntary disclosure issues arising in
the ordinary course of business while in bankruptcy;
-- advise and/or assist, as requested and as permissible, with
determining the validity and amount of bankruptcy tax claims or
assessments;
-- as requested by the Debtors, scope, assist and advise on the
potential for seeking cash tax refunds;
-- analyze federal and state & local tax consequences of
employee benefit plans, as requested in writing;
-- advise the Debtors' personnel on the bankruptcy tax process
and procedure lifecycle, the typical tax issues, options and
opportunities related to a Chapter 11 filing, the typical impact of
a Chapter 11 filing on a corporate tax department's operations, and
leading practices for addressing such impact areas while operating
in bankruptcy and the post-emergence period; and
-- provide documentation, as appropriate or necessary, of tax
matters, of tax analysis, opinions, recommendations, conclusions
and correspondence for any proposed restructuring alternative,
bankruptcy tax issue, or other tax matter described above.
The firm will be paid at these rates:
Partner/Principal $1,450 per hour
Managing Director $1,350 per hour
Senior Manager $1,050 per hour
Manager $940 per hour
Senior $660 per hour
Staff $440 per hour
The firm received from the Debtor a retainer of $250,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Molly Ericson, a managing director at EY LLP, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Molly Ericson
Ernst & Young LLP
Suite 1000 55 Ivan Allen Jr. Boulevard
Atlanta, GA 30308
Tel: (404) 874-8300
Fax: (404) 817-5589
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.
EXPRESS INC: Hires Stretto Inc. as Administrative Advisor
---------------------------------------------------------
Express, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Stretto,
Inc. as administrative advisor.
The firm will provide these services:
a. assist with, among other things, solicitation, balloting
and tabulation of votes, and prepare any related reports in support
of confirmation of a Chapter 11 plan;
b. prepare an official ballot certification and, if necessary,
testify in support of the ballot tabulation results;
c. assist with the preparation of the Debtor's schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;
d. provide a confidential data room;
e. manage and coordinate any distributions pursuant to a
Chapter 11 plan if designated as distribution agent under such
plan; and
f. provide claims analysis and reconciliation, case research,
depository management, treasury services, confidential online
workspaces or data rooms, and any related services otherwise
required by applicable law, governmental regulations, or court
rules or orders in connection with the Debtor's Chapter 11 case.
The firm received an advance retainer in the amount of $50,000.
Sheryl Betance, a senior managing director at Stretto, disclosed in
a court filing that her firm is a "disinterested person" pursuant
to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Sheryl Betance
Stretto, Inc.
410 Exchange, Ste. 100
Irvine, CA 92602
Tel: (714) 716-1872
Email: sheryl.betance@stretto.com
About Express, Inc.
Express, Inc., operates specialty retail apparel stores. The
Company offers apparel and accessories such as jeans, sweaters,
dresses, suits, and coats. Express serves customers in the United
States.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10831) on April
22, 2024. In the petition signed by Stewart Glendinning, chief
executive officer, the Debtor disclosed $1,298,055,000 in assets
and $1,199,781,226 in liabilities.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankruptcy counsel; Klehr Harrison Harvey
Branzburg, LLP as local bankruptcy counsel; Moelis & Company, LLC
as investment banker; M3 Advisory Partners, LP as restructuring
advisor; and Stretto, Inc. as claims agent.
Stephen L. Iacovo, Esq., at Ropes & Gray, LLP serves as counsel to
ReStore Capital, LLC, agent to the FILO Lenders. ReStore is also
the agent under a second lien senior secured DIP single-draw term
facility. AlixPartners, LLP serves as advisor to the DIP agents.
Randall L. Klein, Eseq., Eva D. Gadzheva, Esq., and Dimitri G.
Karcazes, Esq., at Goldberg Kohn Ltd., serve as counsel to Wells
Fargo Bank, National Association, as first lien ABL agent. Wells
Fargo is also the agent under a first lien senior secured DIP
revolving credit facility.
EXPRESS INC: Tap PricewaterhouseCoopers as Audit Service Provider
-----------------------------------------------------------------
Express, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ
PricewaterhouseCoopers LLP as audit services provider.
The firm's services include:
a. 2023 Audit Engagement Letter:
i. PwC LLP will perform an integrated audit of the
consolidated financial statements of Express, Inc. ("Express") at
February 3, 2024 and for the year then ending and of the
effectiveness of Express's internal control over financial
reporting as of February 3, 2024. PwC LLP will provide Express,
upon completion of its work, with a report on the audit work
referred to above. The integrated audit will be conducted in
accordance with the standards of the Public Company Accounting
Oversight Board (the "PCAOB").
ii. In conjunction with the annual financial statement audit,
PwC LLP will perform reviews of Express's unaudited consolidated
quarterly financial information for each of the first three
quarters in the year ending February 3, 2024, before the Form 10-Q
is filed. These reviews will be conducted in accordance with the
standards established by the PCAOB.
iii. As is customary, as part of its engagement, PwC LLP may
provide various types of insights whether oral, written, or
visual.
b. 2023 Audit Amendment No. 1: The 2023 Audit Amendment No. 1
amends the 2023 Audit Engagement Letter to provide for the payment
by Express of a retainer to PwC LLP. Such retainer was to pay for
incremental audit services not originally anticipated under the
original 2023 Audit Engagement Letter.
c. 2023 Audit Amendment No. 2: PwC LLP will perform the
following incremental audit services that are necessary for the
audit but not originally anticipated. Such incremental audit
services might include incremental audit procedures related to
adopting ASC 852, Reorganizations as a result of Express's
bankruptcy proceedings, providing general accounting advice around
accounting while in bankruptcy and the adoption of fresh start
accounting, if applicable, capital markets transactions, liquidity
assessments, or other technical accounting matters involving
consultations, and trigger based impairment assessments.
The firm will be paid as follows:
a. 2023 Audit Engagement Letter. The 2023 Audit Engagement
Letter is a fixed fee arrangement whereby PwC LLP agreed to be paid
$1,368,000, exclusive of expenses, to provide the agreed-upon
services. Prepetition, PwC LLP was paid $1,368,000 of such fixed
fee amount, of which $0 remains to be applied against approved
postpetition fees for such postpetition audit services.
b. 2023 Audit Amendment No. 1: The 2023 Audit Amendment No. 1 is
an amendment which provides that Express will pay PwC LLP a
retainer. Prior to the Petition Date, Express paid PwC LLP a
retainer of $200,000, of which $0.00 remains to be applied against
approved postpetition fees.
c. 2023 Audit Amendment No. 2: The 2023 Audit Amendment No. 2 is
an hourly fee arrangement. The hourly rates are set forth below,
exclusive of expenses.
Staff Class Rate per hour Rate per hour
(CMAAS and National Office) (Valuation)
Partner $1,270 $1,270
Managing Director $1,202 $1,142
Director $1,086 $1,039
Senior Manager $961 $917
Manager $842 $796
Senior Associate $693 $663
Associate $603 $559
In the 90 days prior to the Petition Date, PwC LLP was paid
$1,031,875, of which $200,000 was on account of prepetition
retainers.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Nicholas Doland, a partner at PricewaterhouseCoopers LLP, disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Nicholas Doland
PricewaterhouseCoopers LLP
41 South High Street, Suite 2500
Columbus, OH 43215
Telephone: (614) 225-8700
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.
FLUENT INC: All Three Proposals Passed at Annual Meeting
--------------------------------------------------------
Fluent, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on June 5, 2024, it held its 2024 Annual
Meeting of Stockholders virtually during which the Company's
stockholders:
(1) elected Ryan Schulke, Matthew Conlin, Donald Mathis,
Barbara Shattuck Kohn, David Graff, and Richard Pfenniger,
Jr. as directors to serve for a one year term until the
2025
Annual Meeting of Stockholders or until their successors are
duly elected and qualified;
(2) approved, on an advisory basis, the 2023 Compensation of
the Company's named executive officers;
(3) ratified the appointment of Grant Thornton LLP as the
Company's independent registered public accounting firm for
the year ending Dec. 31, 2024.
About Fluent Inc.
Headquartered in New York, Fluent Inc. is a provider of digital
marketing services. The Company primarily performs customer
acquisition services by operating highly scalable digital marketing
campaigns, through which it connects its advertiser clients with
consumers they are seeking to reach. The Company accesses these
consumers through both its owned and operated digital media
properties and its auxiliary syndicated performance marketplace
products. In 2023 the Company delivered data and
performance-based
customer acquisition services for over 500 consumer brands, direct
marketers, and agencies across a wide range of industries,
including Media & Entertainment, Financial Products & Services,
Health & Life Sciences, Retail & Consumer, and Staffing &
Recruitment.
"While management believes the proceeds from the Private Placement
and the other steps...will be adequate to cover a decline
in the borrowing base under the SLR Revolver and fund its current
operations, there is no guarantee that the Company's plans will be
successfully executed or have the expected benefits. Furthermore,
if an event of default under the SLR Credit Agreement were to
occur
and the maturity date accelerated, the Company likely would not
have sufficient funds to repay the Term Loan...and the SLR
Revolver. While management believes the Company will be able to
work through its plans to mitigate any event of default with SLR,
obtaining a waiver of an event of default or entering into an
amendment to mitigate an event of default is not entirely within
the Company's control. As there can be no assurance that the
Company will be able to effectively implement its plans within one
year after the issuance date, based on the factors above,
management concluded that there is substantial doubt about the
Company's ability to continue as a going concern through such
one-year period," Fluent stated in its Quarterly Report for the
period ended March 31, 2024.
FREE SPEECH SYSTEMS: Creditors Say InfoWars Parent Should Liquidate
-------------------------------------------------------------------
Evan Ochsner of Bloomberg Law reports that Alex Jones' Infowars
parent, Free Speech Systems LLC, must liquidate, creditors say.
Families of Sandy Hook Elementary School shooting victims that Alex
Jones defamed asked a court to liquidate his far-right media
company's assets in order to pay down the $1.5 billion judgment he
owes them.
Free Speech Systems LLC, Jones' bankrupt media company and the
corporate parent of Infowars, should liquidate its assets to pay
creditors, the Sandy Hook families said in an emergency motion
filed Sunday in the US Bankruptcy Court for the Southern District
of Texas. The families hold a $1.5 billion defamation claim against
Jones, who falsely claimed the Sandy Hook massacre was a hoax.
Over the weekend, Jones made inflammatory comments about the
executive tasked with running Free Speech Systems while it’s in
bankruptcy. Those comments have prompted concerns for the safety of
Free Speech Systems' security staff, a lawyer for the company said
at a Monday, June 3, 2024, court hearing.
"We are super focused on just making sure that the safety of our
employees and the safety of our security personnel are all
protected," Annie Catmull, of O'ConnorWeschler PLLC, said.
Jones told listeners to make a human shield around Free Speech
Systems’ studio and told security staff not to take direction
from Patrick Magill, Free Speech's chief restructuring officer,
Catmull said.
Free Speech should be shut down because of the events of the
weekend and because the families are unwilling to strike a deal to
resolve the debt with Jones, an attorney for creditor PQPR Holdings
Limited LLC said at the hearing. PQPR is an Infowars vendor which
has ties to Jones and his family but is managed separately and has
said it's owed at least $54 million in the bankruptcy.
"We believe that Free Speech Systems should cease operations,"
Stephen W. Lemmon, of Streusand, Landon & Ozburn, LLP, said on
behalf of PQPR.
Judge Christopher Lopez declined to entertain that idea during
Monday’s hearing, and said he would consider the motion for
conversion at a June 14, 2024 hearing.
"We've got some interesting decisions to make in 11 days," Lopez
said.
Jones is in the midst of his own, separate bankruptcy proceeding as
well.
The case is In re Free Speech Systems LLC, Bankr. S.D. Tex., No.
22-60043, 6/2/24.
About Free Speech Systems
Free Speech Systems LLC is a broadcast media production and
distribution company that provides broadcasting aural programs by
radio to the public. Free Speech Systems is a family-run business
founded by Alex Jones.
FSS is presently engaged in the business of producing and
syndicating Jones' radio and video talk shows and selling products
targeted to Jones' loyal fan base via the Internet. Today, FSS
produces Alex Jones' syndicated news/talk show (The Alex Jones
Show) from Austin, Texas, which airs via the Genesis Communications
Network on over 100 radio stations across the United States and
via
the internet through websites including Infowars.com.
Due to the content of Alex Jones' shows, Jones and FSS have faced
an all-out ban of Infowars from mainstream online spaces. Shunning
from financial institutions and banning Jones and FSS from major
tech companies began in 2018.
Conspiracy theorist Alex Jones has been sued by victims' family
members over Jones' lies that the 2012 Sandy Hook Elementary School
shooting was a hoax.
Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet
TV, LLC, filed petitions under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April
18, 2022.
The Debtors agreed to the dismissal of the Chapter 11 cases in June
2022 after the Sandy Hook victim families dismissed the three
bankrupt companies from their lawsuits.
Free Speech Systems filed a voluntary petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Case No. 22-60043) on July 29, 2022. In the petition filed by W.
Marc Schwartz, as chief restructuring officer, the Debtor reported
assets and liabilities between $50 million and $100 million.
Melissa A Haselden has been appointed as Subchapter V trustee.
Alexander E. Jones filed for personal bankruptcy under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 4:22-bk-60043) on
Dec. 2, 2022, listing $1 million to $10 million in assets against
liabilities of $1 billion to $10 billion in liabilities.
Raymond William Battaglia, of Law Offices of Ray Battaglia, PLLC,
is FSS's counsel. Raymond W. Battaglia and Crowe & Dunlevy, P.C.,
led by Vickie L. Driver, Christina W. Stephenson, Shelby A. Jordan,
and Antonio Ortiz are representing Alex Jones.
FTX GROUP: Advisors, Lawyers Charge More Than $500-Mil. in Fees
---------------------------------------------------------------
Tim Copeland and Jordan Leech of The Block reports that FTX lawyers
and advisors have seen over $500 million in fees approved from the
estate as the bankruptcy costs keep rising.
In all, those overseeing the bankruptcy process have asked for more
than $700 million in fees and expenses, although many of the
requests have been cut back by 20%, and some have not yet been
approved.
The FTX estate's special counsel, Sullivan and Cromwell, tops the
list, with $254 million of approved fees (although it billed for
$360 million), according to court filings. Financial advisor
Alvarez and Marsel comes in behind with $133 million in approved
fees.
Other law firms and advisors include forensic investigative
consultants AlixPartners, special counsel Quinn Emanuel Urquhart &
Sullivan, investment banker Perella Weinberg Partners and
co-counsel Landis Rath & Cobb. Collectively, they have charged $57
million in fees.
Since the process began, FTX CEO John Ray III has charged $5.6
million, with his hourly rate of $1,300. RLKS Executive Solutions,
the estate's chief officers, has billed $26 million in total.
Separately from the debtor professionals, the Official Committee of
Unsecured Creditors has also racked up its own tab. Its counsel and
financial advisors have requested $81 million in fees with an
additional $1.5 million in expenses. The Ad Hoc Committee has
requested less than $5 million in fees.
FTX's path to recovery
FTX failed due to illegitimate behind-the-door operations by its
executives, which led to a liquidity crisis and its collapse in
November 2022. Former FTX CEO Sam Bankman-Fried was found guilty in
November 2023 on all seven criminal counts of defrauding FTX
customers and investors. Bankman-Fried received a prison sentence
of nearly 25 years in March and his lieutenant Ryan Salame received
a 7.5 year prison sentence in May 2024.
Earlier this month, the estate said that it plans to give 98% of
its creditors at least 118% of allowed claims, measured in dollar
value at the time the exchange filed for bankruptcy. Other
creditors will receive full repayment and billions more in
compensation for the time value of their investments, the company
said.
Sullivan and Cromwell is also facing a class action lawsuit that
alleges it was so closely involved with the exchange prior to its
collapse that it should be held partially responsible for its
actions. The law firm has denied all accusations.
About FTX Group
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9, 2022, struck a deal to
sell itself to its giant rival Binance, but Binance walked away
from the deal amid reports on FTX regarding mishandled customer
funds and alleged US agency investigations. Bankman-Fried agreed to
step aside, and restructuring vet John J. Ray III was quickly named
new CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
billion in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year.
According to Reuters, SBF shared a document with investors on Nov.
10, 2022, showing FTX had $13.86 billion in liabilities and $14.6
billion in assets. However, only $900 million of those assets were
liquid, leading to the cash crunch that ended with the company
filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims agent,
maintaining the page https://cases.ra.kroll.com/FTX/Home-Index
The Official Committee of Unsecured Creditors tapped Paul Hastings
as counsel, FTI Consulting, Inc., as financial advisor, and
Jefferies LLC as the investment banker. Young Conaway Stargatt &
Taylor LLP is the Committee's Delaware and conflicts counsel.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases.
White-collar crime specialist Mark S. Cohen has reportedly been
hired to represent SBF in litigation. Lawyers at Paul Weiss
previously represented SBF but later renounced representing the
entrepreneur due to a conflict of interest.
FTX GROUP: Figure Markets Launches FTX Claims Marketplace
---------------------------------------------------------
Figure Markets on June 5, 2024, announced the launch of a
marketplace for FTX creditors and investors to trade FTX claims.
Figure Markets is democratizing finance through blockchain by
building the exchange for everything -- a decentralized custody
marketplace for crypto, stocks, bonds, credit, bankruptcy claims
and more. Creating a marketplace for FTX claims is Figure Market's
latest step towards this goal of democratization.
Figure Markets will allow bids and offers on any size claim,
helping creditors access their funds faster than they would through
traditional estate distributions and giving investors access to the
widest number of claims possible. To date there have been over $4bn
dollar worth of claims that have exchanged hands. Despite this
large volume, only 0.2% of the 1.8mm customer claims have traded,
leaving many creditors still looking for liquidity. The marketplace
will also show all bids, offers and executed trades, bringing much
needed transparency to the bankruptcy claims trading process.
"When we looked at the FTX claims process, we saw clear ways to
improve it," said Mike Cagney, Co-Founder and CEO of Figure
Markets. "The people hit hardest by FTX's collapse are those with
the smallest claims, and our new market for FTX claims will give
them an opportunity to recover their funds faster. We believe the
transparency we are bringing to the market helps buyers and sellers
with improved liquidity."
Sellers can get started by checking their claim's value, completing
verification, and receiving a bid. They can then opt to accept the
bid, finalize the sale, and receive funds in their Figure Markets
account in USDC. Alternatively, they can list their claim on the
exchange at a higher price. Once a bid is accepted, the sale can be
finalized within two business days. Claimants selling FTX claims
can either withdraw their funds or keep them in their Figure
Markets account for trading, lending, or investing.
Buyers can get started by opening a Figure Markets account to view
the order book, review real-time bids and asks for FTX claims, and
check historical prices. When ready, buyers can finalize their bid,
fund their account, and upon successful claim purchase, future
Estate distributions will be deposited into their Figure Markets
wallet in USDC.
Buyers and sellers can get started at:
https://www.figuremarkets.com/trade/ftx-claims/
About Figure Markets
Figure Markets is democratizing finance through blockchain. It’s
building the exchange for everything - a decentralized custody
marketplace for crypto, stocks, bonds, credit, bankruptcy claims
and more. It is bringing best in class leverage, margining and
liquidity to our exchange, while offering our members extensive
borrowing options and unique investment opportunities.
Figure Markets is built on the Provenance Blockchain, and we use
its native token, Hash, on the exchange. Provenance Blockchain
embodies truth over trust, and provides a foundation for Figure
Markets to bring transparency and efficiency in a decentralized
world.
Figure Markets is backed by leading venture capital firms and
strategic partners, including Jump Crypto, Pantera, Distributed
Global, Faction Lightspeed, NewForm Capital and CMT Digital. Figure
Markets was founded by a seasoned team of entrepreneurs and
operators from tradfi, fintech and defi, including Mike Cagney and
June Ou.
About FTX Group
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9, 2022, struck a deal to
sell itself to its giant rival Binance, but Binance walked away
from the deal amid reports on FTX regarding mishandled customer
funds and alleged US agency investigations. Bankman-Fried agreed
to step aside, and restructuring vet John J. Ray III was quickly
named new CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
billion in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year.
According to Reuters, SBF shared a document with investors on Nov.
10, 2022, showing FTX had $13.86 billion in liabilities and $14.6
billion in assets. However, only $900 million of those assets were
liquid, leading to the cash crunch that ended with the company
filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims
agent, maintaining the page
https://cases.ra.kroll.com/FTX/Home-Index
The Official Committee of Unsecured Creditors tapped Paul Hastings
as counsel, FTI Consulting, Inc., as financial advisor, and
Jefferies LLC as the investment banker. Young Conaway Stargatt &
Taylor LLP is the Committee's Delaware and conflicts counsel.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases.
White-collar crime specialist Mark S. Cohen has reportedly been
hired to represent SBF in litigation. Lawyers at Paul Weiss
previously represented SBF but later renounced representing the
entrepreneur due to a conflict of interest.
FTX GROUP: Sam Bankman-Fried Returns to NY Jail After Prisons' Tour
-------------------------------------------------------------------
Greg Farrell of Bloomberg News reports that FTX co-founder Sam
Bankman-Fried has returned to a New York jail, after being
transported to Oklahoma and Pennsylvania last month.
Bankman-Fried is back at the Metropolitan Detention Center in
Brooklyn, according to the Bureau of Prisons website. The move
appears to comply with a request from Judge Lewis Kaplan, who asked
that the 32-year-old crypto whiz remain in the city "until his
appeal has been fully briefed to facilitate access to appellate
counsel."
About FTX Group
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9, 2022, struck a deal to
sell itself to its giant rival Binance, but Binance walked away
from the deal amid reports on FTX regarding mishandled customer
funds and alleged US agency investigations. Bankman-Fried agreed to
step aside, and restructuring vet John J. Ray III was quickly
named
new CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
billion in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year.
According to Reuters, SBF shared a document with investors on Nov.
10, 2022, showing FTX had $13.86 billion in liabilities and $14.6
billion in assets. However, only $900 million of those assets were
liquid, leading to the cash crunch that ended with the company
filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims agent,
maintaining the page https://cases.ra.kroll.com/FTX/Home-Index
The Official Committee of Unsecured Creditors tapped Paul Hastings
as counsel, FTI Consulting, Inc., as financial advisor, and
Jefferies LLC as the investment banker. Young Conaway Stargatt &
Taylor LLP is the Committee's Delaware and conflicts counsel.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases.
White-collar crime specialist Mark S. Cohen has reportedly been
hired to represent SBF in litigation. Lawyers at Paul Weiss
previously represented SBF but later renounced representing the
entrepreneur due to a conflict of interest.
FTX GROUP: Settles $8 Billion Tax Fight With IRS for Only $885Mil.
------------------------------------------------------------------
Hailey Konnath of Law360 reports that FTX and the Internal Revenue
Service have reached a proposed settlement worth roughly $885
million that would resolve the agency's contention that the
bankrupt cryptocurrency exchange operator owes $8 billion in taxes,
according to a motion filed Monday, June 3, 2024, in Delaware
federal bankruptcy court.
About FTX Group
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9, 2022, struck a deal to
sell itself to its giant rival Binance, but Binance walked away
from the deal amid reports on FTX regarding mishandled customer
funds and alleged US agency investigations. Bankman-Fried agreed to
step aside, and restructuring vet John J. Ray III was quickly
named
new CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
billion in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year.
According to Reuters, SBF shared a document with investors on Nov.
10, 2022, showing FTX had $13.86 billion in liabilities and $14.6
billion in assets. However, only $900 million of those assets were
liquid, leading to the cash crunch that ended with the company
filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims agent,
maintaining the page https://cases.ra.kroll.com/FTX/Home-Index
The Official Committee of Unsecured Creditors tapped Paul Hastings
as counsel, FTI Consulting, Inc., as financial advisor, and
Jefferies LLC as the investment banker. Young Conaway Stargatt &
Taylor LLP is the Committee's Delaware and conflicts counsel.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases.
White-collar crime specialist Mark S. Cohen has reportedly been
hired to represent SBF in litigation. Lawyers at Paul Weiss
previously represented SBF but later renounced representing the
entrepreneur due to a conflict of interest.
FTX GROUP: Silver Points Sues Creditor for Reneging Claim Sale
--------------------------------------------------------------
Mike Leonard of Bloomberg Law reports that a Silver Point Capital
LP affiliate is suing an FTX crypto creditor for allegedly backing
out of the heavily discounted sale of a $10.5 million bankruptcy
claim after getting a higher offer.
FPG Inc. reneged on the $1.3 million transaction, which valued the
claim at 13 cents on the dollar, in response to an approach by
Svalbard Holdings Ltd., a Cayman Islands holding company managed by
London-based Attestor Ltd. that has "extensive experience in the
secondary market for FTX claims," according to the lawsuit filed
Thursday in Delaware's Chancery Court.
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.
FULTON MERCER: Seeks to Hire Weiss Law Group LLC as Counsel
-----------------------------------------------------------
Fulton Mercer Corporation seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to employ The Weiss Law
Group, LLC as its counsel.
The firm's services include:
a. providing legal advice with respect to the powers, rights,
and duties of the Debtor and Debtor-in-Possession;
b. providing legal advice and consultation related to the
legal and administrative requirements of this case;
c. taking appropriate actions to protect and preserve the
Estate;
d. preparing appropriate documents and pleadings;
e. representing the Debtor's interests at the Initial Debtor
Interview, the Meeting of Creditors, any Status Conferences, any
Disclosure Statement Hearing, the Confirmation Hearing, and other
hearings before this Court related to the Debtor;
f. assisting and advising the Debtor in the formulation,
negotiation, and implementation of a Disclosure Statement and/or
Chapter 11 Plan and all documents related thereto;
g. assisting and advising the Debtor with respect to
negotiation, documentation, implementation, consummation, and
closing of transactions, including the sale of assets or the
incurring of debt;
h. assisting and advising the Debtor with respect to the use
of cash collateral, obtaining financing, and negotiating, drafting,
and seeking approval of any documents related thereto;
i. reviewing and analyzing claims filed in this case, and
advising and representing the Debtor in connection with objections
to such claims;
j. assisting and advising the Debtor with respect to executor
contracts and unexpired leases, including assumptions, assignments,
rejections, and renegotiations;
k. coordinating with other professionals employed in the
case;
l. reviewing and analyzing applications, orders, motions, and
other pleadings and documents filed with the Bankruptcy Court and
advising the Debtor thereon; and
m. assisting the Debtor in performing such other services as
may be in the interest of the Debtor and the Estate and performing
all other legal services required by the Debtor.
The firm will be paid $595 per hour for partners, $250 per hour for
associates, and $125 per hour for paralegals.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Brett Weiss, a partner at Weiss Law Group, LLC, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Brett Weiss, Esq.
Weiss Law Group, LLC
8843 Greenbelt Road, Suite 299,
Greenbelt, Maryland 20770
Tel: (301) 924-4400
Fax: (240) 627-4186
Email: brett@BankruptcyLawMaryland.com
About Fulton Mercer Corporation
Fulton Mercer Corporation, a provider of death care services,
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. W.D. Tex. Case No. 23-10590) on Aug. 1, 2023. In the
petition signed by Jason Wayne Fulton, president, the Debtor
disclosed up to $10 million in both assets and liabilities.
The Debtors tapped Amy Wilburn, Esq., at Lincoln Goldfinch Law as
counsel and Joshua Ray, CPA, at Ray CPA as accountant.
G & I SOLUTIONS: Wins Cash Collateral Access Thru July 23
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized G & I Solutions, Inc to use cash
collateral, on an interim basis, in accordance with the budget,
through July 23, 2024.
Specifically, the Debtor is authorized to use cash collateral to
pay: (a) amounts expressly authorized by the Court, including
payments to the Subchapter V Trustee and payroll obligations
incurred post-petition in the ordinary course of business; (b) the
current and necessary expenses set forth in the budget, plus an
amount not to exceed 10% for each line item; and (c) additional
amounts as may be expressly approved in writing by OTR Capital,
LLC, and/or Commercial Credit Group or First Business Specialty
Finance, if necessary.
The Secured Creditors will have a perfected post-petition lien
against cash collateral to the same extent and with the same
validity and priority as the prepetition lien, without the need to
file or execute any documents as may otherwise be required under
applicable non-bankruptcy law.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under all applicable loan and
security documents.
A continued preliminary hearing on the matter is set for July 23 at
10:30 a.m.
A copy of the order is available at https://urlcurt.com/u?l=gjkZwv
from PacerMonitor.com.
About G & I Solutions
G & I Solutions, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01659) on Apr.
3, 2024. In the petition signed by Ivaylo Boyanov, president, the
Debtor disclosed $500,000 to $1 million in assets and $1 million to
$10 million in liabilities.
Judge Lori V. Vaughan oversees the cases.
Daniel A. Velasquez, Esq., at Latham, Luna, Eden & Beaudine LLP
serves as the Debtor's counsel.
GABHALTAIS TEAGHLAIGH: Gets OK to Sell Property to Root Development
-------------------------------------------------------------------
Gabhaltais Teaghlaigh, LLC got the green light from the U.S.
Bankruptcy Court for the District of Massachusetts to sell its real
property located at 147-175 Central St., Lowell, Mass.
The company is selling the property to Root Development, LLC, a
Massachusetts limited liability company, for $2.1 million.
The property is being sold "free and clear" of liens, claims, and
encumbrances.
The closing date is April 30, 2025, and Root Development has a
right to extend the date to Oct. 30, 2025, according to its sale
agreement with the company.
In addition, the agreement includes a condition that the buyer
receives, among other things, all necessary approvals from the
Commonwealth of Massachusetts and the City of Lowell for necessary
tax increment exemptions under the Massachusetts Housing
Development Incentive Program.
There is one mortgage of record on the property in favor of
Enterprise Bank & Trust Company. To the extent that Enterprise
holds a valid and perfected mortgage on the property, the
obligation secured by the mortgage will be paid from the proceeds
of the sale.
About Gabhaltais Teaghlaigh
Gabhaltais Teaghlaigh, LLC is a real estate rental company that
immediately prior to the petition date, owned six residential or
commercial properties.
Gabhaltais Teaghlaigh filed Chapter 11 petition (Bankr. D. Mass.
Case No. 22-10839) on June 15, 2022, with as much as $50,000 in
both assets and liabilities. Virginia Hung, a member, signed the
petition.
Judge Christopher J. Panos oversees the case.
David G. Baker, Esq., at Baker Law Offices, is the Debtor's
bankruptcy counsel.
GIRARDI & KEESE: Feds Say Girardi's Fame Not the Same as Avennati
-----------------------------------------------------------------
Craig Clough of Law360 reports that Tom Girardi not famous like
Avenatti, feds say in panning jury form.
Prosecutors pushed back Friday, May 31, 2024, on Tom Girardi's
request to ask prospective jurors in his California federal fraud
trial if they have seen his wife's television show or reports about
his law firm's scandal, saying Girardi's fame is not similar to
convicted attorney Michael Avenatti's, whose case included a
written juror questionnaire.
About Girardi & Keese
Girardi and Keese or Girardi & Keese was a Los Angeles-based law
firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It
served clients in California in a variety of legal areas. It was
known for representing plaintiffs against major corporations.
An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No.
20-21022) was filed in December 2020 against GIRARDI KEESE by
alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian,
Erika Saldana, Virginia Antonio, and Kimberly Archie.
The petitioners' attorneys:
Andrew Goodman
Goodman Law Offices, Apc
Tel: 818-802-5044
E-mail: agoodman@andyglaw.com
Elissa D. Miller, a member of the firm SulmeyerKupetz, has been
appointed as Chapter 7 trustee for GIRARDI KEESE. The Chapter 7
trustee can be reached at:
Elissa D. Miller
333 South Grand Ave., Suite 3400
Los Angeles, California 90071-1406
Telephone: (213) 626-2311
Facsimile: (213) 629-4520
E-mail: emiller@sulmeyerlaw.com
An involuntary Chapter 7 petition was also filed against Thomas
Vincent Girardi (Case No. 20-21020) on Dec. 18, 2020. The Chapter 7
trustee can be reached at:
Jason M. Rund
Email: trustee@srlawyers.com
840 Apollo Street, Suite 351
El Segundo, CA 90245
GIZMO BREW: Wins Cash Collateral Access Thru July 10
----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, Raleigh Division, authorized Gizmo Brew Works, LLC to use
cash collateral, on an interim basis, in accordance with the
budget, with a 10% variance, through July 10, 2024.
The Debtor requires the use of cash collateral to pay operating
expenses, including payroll, payroll taxes and expenses, property,
casualty, workers' compensation, and general liability insurance,
utilities, lease payments, material costs and expenses, production
supplies and materials, and other expenses incidental to
manufacturing, distribution, and sale of its product and
merchandise to the general public.
Since its inception in April 2013, the Debtor has gone from
operating a two-barrel brewery (which was one of the smallest
production breweries in North to the Petition Date, where its
brewing capacity has quadrupled with two satellite taprooms in
Chapel Hill and Durham.
Due to unforeseen circumstances, including the imposition of severe
restrictions imposed upon its business operations accompanying the
spread of COVID-19 that followed the costly expansion and
development of the Chapel Hill Taproom and the Durham Taproom, and
ongoing corporate dispute that has prohibited new equity
investments from third parties, the Debtor began to experience
significant financial problems as a result of its inability to pay
certain ongoing expenses associated with its business operations,
including the significant indebtedness that was incurred with Live
Oak Banking Company to fund the expansion of its business to Durham
and Chapel Hill.
Prepetition, the Debtor incurred certain indebtedness in connection
with its business operations, in which the following creditors took
a security interest in certain property, proceeds, and other
collateral owned by the Debtor, which may constitute cash
collateral as defined by § 363 of the Bankruptcy Code: (1) Live
Oak Banking Company; (2) Jason B. Dean; (3) Alliance Funding Group;
(4) Navitas Credit Corp.; and ODK Capital, LLC.
The Cash Collateral Creditors will have (i) a continuing
post-petition lien and security interest in all property and
categories of property of the Debtor in which and of the same
priority as each held as of the Petition Date, and the proceeds
thereof, whether acquired prepetition or post-petition, equivalent
to a lien granted under 11 U.S.C. Sections 364(e)(2) and (3), but
only to the extent of that cash collateral used.
As further adequate protection for the interim use of cash
collateral, the Debtor will pay the sum of $5,000 to Live Oak and
$2,917 to Alliance Funding Group.
The Order will remain in full force and effect until the earlier
of:
(a) entry of an Order by the Court modifying the terms of the
Order;
(b) entry of an Order by the Court terminating the Order for cause,
including but not limited to breach of its terms and conditions;
(c) upon filing of a notice of default as provided in the Order;
(d) the entry of a subsequent interim or final Order approving use
of cash collateral;
(e) the appointment of a trustee or examiner in this proceeding; or
(f) the dismissal or conversion of this Bankruptcy Case to a
proceeding under chapter 7 of the Bankruptcy Code.
A further hearing on the matter is set for July 11 at 10 a.m.
A copy of the order is available at https://urlcurt.com/u?l=nIBvxX
from PacerMonitor.com.
About Gizmo Brew Works, LLC
Gizmo Brew Works, LLC owns and operates a craft brewery and three
taproom locations.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr E.D. N.C. Case No. 24-00796-5-JNC) on March
8, 2024. In the petition signed by Bryan Williams, chief executive
officer, the Debtor disclosed up to $500,000 in assets and up to
$10 million in liabilities.
Judge Joseph N. Callaway oversees the case.
Joseph Z. Frost, Esq., at BUCKMILLER, BOYETTE & FROST, PLLC,
represents the Debtor as legal counsel.
GLENDA SWARTZ: Wins Interim Cash Collateral Access
--------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio,
Western Division at Dayton, authorized Glenda Swartz Mulch, LLC to
use cash collateral, on an interim basis, in accordance with the
budget.
As previously reported by the Troubled Company Reporter, the Debtor
requires cash to fund its ongoing business operations, specifically
including the ability to purchase fuel, purchase raw materials, and
pay employees.
The creditors that assert an interest in the Debtor's cash
collateral are Fifth Third, the U.S. Small Business Administration,
OnDeck, and Celtic Bank.
The Debtor entered into various loan agreements with the Creditors
along with various security agreements voluntarily permitted the
Creditors to file their respective UCC liens.
The Debtor has disclosed Kalamata Capital Group and Macquire
Equipment Capital also have UCC liens against all assets of the
Debtor. The Debtor no longer owes a balance to these creditors and
no adequate protection payments are required for those two
additional parties.
The Creditors also have a security interest in the Debtor's other
noncash assets, subject to certain senior liens of creditors that
have purchase money security interests on equipment and vehicles.
The court ruled pursuant to the 13-Week Budget, the Debtor is
authorized to make deposits with its counsel and the Subchapter V
Trustee toward anticipated fees and expenses in the case. Counsel
for the Debtor and the Subchapter V Trustee will hold those
deposits in trust pending further order of the Court related to
their compensation under 11 U.S.C. sections 330 and 331.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=Dr2wGe from PacerMonitor.com.
The Debtor projects total operating expenses, on a weekly basis, as
follows:
$10,871 for the week ending June 16 2024;
$10,871 for the week ending June 23 2024; and
$10,871 for the week ending June 30, 2024.
About Glenda Swartz Mulch, LLC
Glenda Swartz Mulch, LLC is engaged in the business of mulch
manufacturing and sales.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ohio Case No. 24-30946) on May 18,
2024. In the petition signed by Glenda M. Swartz, sole member, the
Debtor disclosed $1,855,478 in assets and $2,149,979 in
liabilities.
Judge Guy R Humphrey oversees the case.
Dustin R. Hurley, Esq., at HURLEY LAW, LLC, represents the Debtor
as legal counsel.
GMS INC: S&P Alters Outlook to Positive, Affirms 'BB-' ICR
----------------------------------------------------------
S&P Global Ratings revised its outlook to positive from stable, and
affirmed its 'BB-' issuer credit rating on U.S.-based wallboard,
structural steel, ceiling systems and complementary products'
distributor GMS Inc.
At the same time, S&P affirmed its 'BB-' issue-level rating and 'B'
issue-level rating on the company's senior secured term loan and
senior unsecured notes, respectively.
The positive outlook reflects the potential for a higher rating if
the company continues to demonstrate strong profitability and a
commitment to sustaining stronger credit measures commensurate with
a higher rating.
S&P said, "We expect the company will sustain improvements in
profitability achieved over recent years even during periods of
weaker construction activities. We now expect adjusted leverage
could remain within the 2x-3x range compared to our previous
expectations of 3x-4x. Over the last few quarters, the company has
been able to sustain the profitability improvements it demonstrated
during the pandemic boom of 2021-2022 even during periods of
weakened demand and lower prices for many of its end markets and
products. For instance, the company's S&P Global Ratings-adjusted
EBITDA margin, which benefited during years of favorable demand and
pricing conditions following the pandemic, increased to about 13%
for fiscal 2022-2023 and is at about the same level of 12.5% in
fiscal 2024 despite a slowdown in construction activity and
pricing. We no longer expect margins to decline to pre-pandemic
levels of 9%-10%. We believe the company's ability to maintain
price realizations and control variable costs despite softer
business conditions have helped sustain profitability and
demonstrates its business strength.
"We recognize that the demand for company's products may continue
to be somewhat pressured over the next few quarters as its
nonresidential end markets, particularly multifamily and office,
remain soft, with subdued residential construction activity
compared to 2021-2022. We believe this could potentially create
some margin compression as well. However, we expect incremental
revenues and earnings from acquisitions to drive year-over-year
growth. As such, for fiscal 2024-2025 we expect revenue to be $5.4
billion to $5.6 billion and adjusted EBITDA of $650 million to $700
million, resulting in adjusted EBITDA margins of about 12%-12.5%
and adjusted leverage of 2x-3x."
While the company continues to allocate capital toward growth
initiatives and shareholder returns, any potential improvement in
credit quality will be contingent on its financial policy actions
and commitment to sustain better credit measures. Despite continued
expansion in scale, the company's overall product mix is narrowly
focused to wallboard, structural steel, ceiling systems, and
complementary products, when compared to larger general building
material distributors. Also, the company's exposure to highly
cyclical construction end markets could create volatility through
the business cycle. Therefore, S&P believes the company's financial
policy actions and commitment to maintain credit measures
commensurate with a higher rating across different market
conditions would be key to its future credit quality.
S&P said, "We expect GMS to generate about $400 million to $475
million in operating cash flow annually over the next two years and
expect the company to use a majority of its cash flows toward
inorganic and organic growth opportunities. In absence of capital
deployment opportunities, we expect the company to return capital
to shareholders via repurchases.
"The positive outlook on GMS indicates our expectations for
adjusted leverage maintained in the 2x-3x range and operating cash
flow (OCF) to debt of 25%-35%, even as business conditions remain
somewhat soft."
S&P could raise its ratings over the next 12 months if:
-- The company demonstrates a track record of maintaining adjusted
leverage of 2x-3x and OCF to debt of over 25%, based on its
adjusted EBITDA margins sustained around 12% and its financial
policy actions; and
-- S&P believes it can sustain these credit measures even during
weaker market conditions.
S&P could revise the outlook stable over the next 12 months if:
-- Adjusted earnings declined by more than 30%, such that adjusted
leverage rises above 3x or OCF to debt falls below 25%, with
limited scope of a quick rebound. Such a scenario could occur if
business conditions worsen or remain soft for a prolonged period,
thereby reducing demand for the company's products and/or weakening
profitability; or
-- The company undertakes an aggressive financial policy,
including pursuing large debt-financed acquisitions and/or
shareholder returns that results in adjusted leverage of 3x-4x.
GREAT EASTERN: Files Emergency Bid to Use Cash Collateral
---------------------------------------------------------
Great Eastern Group, Inc. asks the U.S. Bankruptcy Court for the
Southern District of Florida, Fort Lauderdale Division, for
authority to use cash collateral in accordance with the budget,
with a 10% variance, and provide adequate protection.
The Debtor requires the use of cash collateral to (i) continue the
orderly operation of its business and avoid an immediate shutdown
of operations; (ii) meet its obligations for necessary ordinary
course expenditures, and other operating expenses; and (iii) make
payments authorized under other orders entered by the Court.
The Debtor believes that the use of cash collateral in the ordinary
course of business as set forth in the budget is fair and
reasonable and adequately protects the Alleged Secured Creditors.
The combination of: (i) the Debtor's ability to preserve the going
concern value of the business with the use of Cash Collateral; and
(ii) providing the Alleged Secured Creditors with other
protections, adequately protects their alleged secured positions.
A copy of the Debtor's motion and budget is available at
https://urlcurt.com/u?l=LJ0wVd from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$87,503 for June 2024;
$87,503 for July 2024; and
$87,503 for August 2024.
About Great Eastern Group, Inc.
Great Eastern Group, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-15582) on June
4, 2024. In the petition signed by Virginia J. Hoffman, president,
the Debtor disclosed $1,587,987 in assets and $13,552,662 in
liabilities.
Judge Scott M. Grossman oversees the case.
Brett Lieberman, Esq., at EDELBOIM LIEBERMAN PLLC, represents the
Debtor as legal counsel.
GREENWAVE TECHNOLOGY: Expects $15.3M Proceeds From Stock Offering
-----------------------------------------------------------------
Greenwave Technology Solutions, Inc. disclosed in a Form 8-K filed
with the Securities and Exchange Commission that on June 10, 2024,
the Company and certain institutional and accredited investors
entered into a securities purchase agreement, pursuant to which the
Company agreed to sell to such Purchasers an aggregate of 5,044,885
shares of common stock, par value $0.001 per share, of the Company,
in a registered direct offering, and accompanying warrants to
purchase up to 5,044,885 shares of Common Stock in a concurrent
private placement, for gross proceeds of approximately $15.3
million, before deducting the placement agent's fees and other
estimated offering expenses. The purchase price per Share and the
accompanying Warrant to purchase one share of Common Stock is
$3.035.
The sale and offering of the Shares pursuant to the Purchase
Agreement will be effected as a takedown off the Company's shelf
registration statement on Form S-3 (File No. 333-271324), which
became effective on April 28, 2023, pursuant to a prospectus
supplement and accompanying prospectus to be filed with the
Securities and Exchange Commission. The Warrants, the Placement
Agent Warrants (as defined herein) and the shares of Common Stock
underlying the Warrants and the Placement Agent Warrant Shares (as
defined herein) were not offered pursuant to the Registration
Statement and were offered pursuant to an exemption from the
registration requirements of Section 5 of the Securities Act of
1933, as amended, contained in Section 4(a)(2) thereof and/or
Regulation D promulgated thereunder.
The Warrants will be immediately exercisable and have an exercise
price of $2.91 per share. The Warrants will expire five years from
the issuance date. The exercise price of each Warrant is subject
to adjustment in certain circumstances, including in connection
with stock dividends and splits or other similar transactions. At
any time after the date that is 120 days following the Closing (as
defined below) of the Offering, the Warrants can be exercised on a
cashless basis if there is no effective registration statement
registering, or no current prospectus available for, the resale of
the Warrant Shares. Additionally, at any time following receipt of
approval of the Company's stockholders, the Warrants may be
"alternatively cashlessly exercised," pursuant to which holders may
receive a number of Warrant Shares equal to the product of (i) the
number of Warrant Shares they would have received had the Warrant
been exercised for cash and (ii) 0.75. The Company has agreed to
file a registration statement under the Act with the SEC, covering
the resale of the Warrant Shares within 20 calendar days following
the date of the Purchase Agreement and to use commercially
reasonable efforts to cause the registration statement to be
declared effective by the SEC within 120 days following the Closing
of the Offering.
The Company currently intends to use the net proceeds from the
Offering for satisfaction of the Company's debt and for working
capital purposes. The Offering is expected to close on or about
June 12, 2024.
Dawson James Securities, Inc., is acting as the placement agent for
the Offering. Pursuant to an engagement agreement between the
Placement Agent and the Company, dated as of June 3, 2024, the
Company agreed to pay the Placement Agent a cash fee of $918,673,
equal to 6% of the aggregate gross proceeds raised in the Offering,
and to reimburse the Placement Agent for certain expenses,
including legal fees and expenses of $25,000 in the aggregate. In
addition, the Company agreed to issue to the Placement Agent or its
designees warrants to purchase up to 504,489 shares of Common
Stock. The Placement Agent Warrants have generally the same terms
and conditions as the Warrants issued to the Purchasers, except
that the Placement Agent Warrants will have a term of five years
from the commencement of sales in the Offering and an exercise
price equal to $3.79375 per share.
About Greenwave
Headquartered in Chesapeake, VA, Greenwave Technology Solutions,
Inc. -- https://www.greenwavetechnologysolutions.com -- is an
operator of 13 metal recycling facilities in Virginia, North
Carolina, and Ohio. The Company's recycling facilities collect,
classify, and process raw scrap metal (ferrous and nonferrous) and
implement several unique technologies to increase metal processing
volumes and operating efficiencies, including a downstream recovery
system and cloud-based ERP system.
New York, NY-based RBSM LLP, the Company's auditor since 2017,
issued a "going concern" qualification in its report dated April
16, 2024, citing that the Company has net loss, has generated
negative cash flows from operating activities, has an accumulated
deficit and has stated that substantial doubt exists about the
Company's ability to continue as a going concern.
HARBOR CUSTOM: Creditors to Get Proceeds From Liquidation
---------------------------------------------------------
Harbor Custom Development, Inc., and affiliates filed with the U.S.
Bankruptcy Court for the Western District of Washington an Amended
Disclosure Statement in support of Joint Chapter 11 Plan dated May
23, 2024.
Founded in 2014, Harbor Custom Development, Inc. (the "Company" or
"HCDI") was initially formed as Harbor Custom Homes, LLC. HCDI is a
real estate development company located in Tacoma, Washington.
In these Chapter 11 Cases, the Plan contemplates a liquidation of
the Debtors' real property assets (the "Estate Property"), and the
distribution of available assets to creditors. The assets of each
Debtor consist primarily of real estate assets and projects (and
the proceeds thereof) and certain causes of action ("Causes of
Action") that the Debtor may hold against third parties. For the
purposes of this Plan, the projected recoveries to creditors set
forth in this Disclosure Statement and Plan do not include
potential proceeds of Causes of Action, which are uncertain.
The Plan contemplates that on the Effective Date:
* Any available Net Proceeds and Net Distributable Proceeds
from the Free and Clear Sales of the Multifamily Properties will be
released to Holders of Claims of the specific Multifamily Debtors
(the Class 2A, 3A, 3B, 3C, 4A, 5A, and 5B);
* Distributions shall be made to certain Holders of
Administrative Claims, Professional Fee Claims and Priority Tax
Claims;
* the Debtors will establish a Disputed Claims Reserve for
disputed Classes pending resolution and final allowance by the
Bankruptcy Court;
* Class 1H shall receive a total cash distribution in the
amount of $1,000,000 on the Effective Date, plus distributions in
accordance with agreed Claim Treatment;
* Holders of Class 1I Claims shall receive its Pro Rata share
of the HCDI Unsecured Creditors Fund, subject to any Disputed
Reserve;
* Class 1J (General Unsecured Claims of HCDI) shall receive
51% of Post-Effective Date Interests, and Preferred Stock in Post
Effective Date HCDI;
* Class 1L (Preferred Equity Interests of HCDI) shall receive
49% of Post-Effective Date Interests, and Preferred Stock in Post
Effective Date HCDI; and
* the Plan Administrator will be appointed and will administer
and liquidate the remaining property and assets of each Debtor and
its Estate.
The Plan further contemplates that on or as soon as practicable
after the Effective Date:
* Holders of Classes 2C, 3C, 4B, 5C, and 6B shall receive
their Pro Rata share of any LLC Net Distributable Proceeds after
payment of senior claims;
* Debtor HCDI, as the 100% owner of the Multifamily Debtors,
will retain the Net Equity from the sale of the Multifamily
Properties;
* Class 1J shall Receive its Pro Rata Share of the Class 1J
Initial Payment;
* Net Proceeds and Net Distributable Proceeds from the TX
Properties and the CA Properties shall be released to (a) Holders
of Class 1A, 1C, 1D, and 1E in accordance with the agreed upon
release prices, with any remaining proceeds released to HCDI;
* If HCDI has not exercised a right to setoff, the Debtor will
reserve Net Distributable Proceeds from the TX Properties for the
Holders of the Class 1G in the Disputed Reserve, pending resolution
and final allowance by the Bankruptcy Court;
* Net Proceeds and Net Distributable Proceeds from the Post
Effective Date Sales shall be released to Classes 1F, 6A, 7A, 7B,
and as such sales occur; and
* Holders of Class 1K, 1M, and 1N will not receive any
recovery on account of such Claims or Interests under the Plan.
The Debtors will liquidate their estate property in three general
categories (the "Liquidation of Estate Property"). First, the
Debtors are currently engaged in sales in the ordinary course for
homes, land, and lots in California and Texas, and those efforts
will continue through and after the Effective Date. Second, the
Debtors expect to sell multifamily real properties ("Multifamily
Properties") held by Debtors Bridgeview, Tanglewilde, Pacific
Ridge, and Belfair Apartments (each, a "Multifamily Debtor")
through a sale and auction process, which is currently underway.
Third, the Post-Effective Date Debtors, through a Plan
Administrator, will continue to hold, market, and sell any
remaining real property for their highest value (the "Post
Effective Date Sales").
The Net Proceeds and Net Distributable Proceeds shall be released
for the payment of Allowed Claims in accordance with the Plan.
The Net Equity due to HCDI under the Plan shall be held by HCDI and
distributed to Holders of Allowed Claims in accordance with the
Plan.
All Allowed Administrative Claims, Allowed Professional Fee Claims,
Allowed Priority Tax Claims, Allowed Secured Claims, and Allowed
Priority Claims will be paid or otherwise satisfied in full as
required by the Bankruptcy Code on the Effective Date, unless
otherwise agreed to by the Holders of such Claims and the Plan
Administrator.
The Post-Effective Date Debtors and the Plan Administrator will (a)
hold and distribute (in accordance with the Plan) the Net Proceeds
and Net Distributable Proceeds; (b) pursue the Post Effective Date
Debtors' Causes of Action, if any (c) reconcile Claims against the
Debtors, (d) pay distributions, in accordance with the Plan, and
(e) enter into any transaction designed to benefit creditors and/or
holders of Post-Effective Date New Interests.
The Debtors and the Post-Effective Date Debtors shall fund
distributions under this Plan, as applicable, with (a) the Net
Proceeds and Net Distributable Proceeds; (b) the Post-Effective
Date Interests; (c) any recoveries from any and all Causes of
Action and (d) the Debtors' Cash on hand, as applicable. The
issuance, distribution, or authorization, as applicable, of the
Post-Effective Date Interests under this Plan, will be exempt from
SEC registration to the fullest extent permitted by Law.
A full-text copy of the Amended Disclosure Statement dated May 23,
2024 is available at https://urlcurt.com/u?l=2Q0FHf from
PacerMonitor.com at no charge.
Attorneys for the Debtors:
Aditi Paranjpye, Esq.
Binah B. Yeung, Esq.
Cairncross & Hempelmann, P.S.
524 2nd Ave, Suite 500
Seattle, WA 98104
Tel: (206) 587-0700
Fax: (206) 587-2308
E-mail: aparanjpye@cairncross.com
E-mail: byeung@cairncross.com
About Harbor Custom Development
Harbor Custom Development, Inc. is a real estate development
company involved in all aspects of the land development cycle,
including land acquisition, entitlement, development, construction
of project infrastructure, home and apartment building
construction, marketing, and sales of various residential projects.
The company is based in Tacoma, Wash.
Harbor Custom Development filed a Chapter 11 petition (Bankr. W.D.
Wash. Case No. 23-42180) on Dec. 11, 2023, with $223,981,000 in
assets and $172,528,500 in liabilities. Shelly Crocker, chief
restructuring officer, signed the petition.
Judge Mary Jo Heston oversees the case.
The Debtor tapped Aditi Paranjpye, Esq., at Cairncross &
Hempelmann, P.S. as bankruptcy counsel; FitzGerald Kreditor Bolduc
Risbrough, LLP as special counsel; Levene, Neale, Bender, Yoo &
Golubchik, LLP and Polsinelli, PC as conflicts counsels;
TurningPointe, LLC as financial advisor; Rosenberg Rich Baker
Berman, P.A. as auditor; Keen-Summit Capital Partners, LLC as real
estate advisor; and VPTax, Inc. as tax accountant.
HEALTHLYNKED CORP: Secures $1 Million Financing From CEO Dent
-------------------------------------------------------------
HealthLynked Corp announced a $1 million financing by its CEO, Dr.
Michael Dent. This financing underscores Dr. Dent's unwavering
belief in the Company's mission and his commitment to protecting
shareholder interests as HealthLynked continues to gain traction in
the market.
Dr. Michael Dent, a visionary in the healthcare industry, has led
HealthLynked in developing an extensive array of services designed
to enhance the patient experience and improve healthcare outcomes.
These services include online scheduling for doctors nationwide,
personal medical record storage, telemedicine, nurse chat, a
rewards points program, an e-commerce platform for over 15,000
name-brand medical supplies, co-management of family members'
healthcare, and concierge patient support.
The financing is expected to provide HealthLynked with additional
capital to further expand its offerings and accelerate its growth,
ensuring that more patients and healthcare providers can benefit
from the innovative solutions the company provides.
"Providing Funding to HealthLynked is a testament to my belief in
the transformative power of our services and our mission to create
a more efficient healthcare system for the benefit of everyone,"
said Dr. Michael Dent, CEO of HealthLynked. "The current
healthcare system is fragmented and inefficient, often leaving
patients frustrated and underserved. At HealthLynked, we are
pioneering a new era of healthcare that prioritizes seamless
connectivity, personalized care, and data-driven insights. This
financing is not just about financial growth; it's about leading
the way to a more efficient healthcare system of the future,
protecting our shareholders' interests, and assisting our continued
success in revolutionizing the healthcare industry."
Dave Rosal, CFO of HealthLynked, expressed his enthusiasm about the
financing, stating, "Dr. Dent's commitment to HealthLynked through
this substantial financing highlights the strength of our business
model and the confidence in our strategic direction. This funding
will allow us to enhance our service offerings and reach more
patients and healthcare providers, ultimately driving shareholder
value and solidifying our position in the market."
HealthLynked continues to innovate and expand its reach, providing
essential healthcare solutions that cater to the needs of both
patients and healthcare providers. With this new financing, the
Company believes that the company is poised for even greater
success and impact in the healthcare sector.
About HealthLynked
Headquartered in , Naples, Florida, HealthLynked Corp. --
www.HealthLynked.com -- is a growth stage company incorporated in
the state of Nevada on Aug. 6, 2014. The Company currently
operates in three distinct divisions: the Health Services Division,
the Digital Healthcare Division, and the Medical Distribution
Division. The Health Services division is comprised of the
operations of (i) Naples Women's Center, a multi-specialty medical
group including OB/GYN (both Obstetrics and Gynecology) and General
Practice, (ii) Naples Center for Functional Medicine, a Functional
Medical Practice engaged in improving the health of its patients
through individualized and integrative health care, (iii) Bridging
the Gap Physical Therapy, a physical therapy practice in Bonita
Springs, Florida that provides hands-on functional manual therapy
techniques to speed patients' recovery and manage pain without pain
medication or surgery, and (iv) Aesthetic Enhancements Unlimited, a
patient service facility specializing in minimally and non-invasive
cosmetic services acquired by the Company in May 2022. The Digital
Healthcare division develops and operates an online personal
medical information and record archive system, the "HealthLynked
Network," which enables patients and doctors to keep track of
medical information via the Internet in a cloud-based system. The
Medical Distribution Division is comprised of the operations of
MedOffice Direct LLC, a virtual distributor of discounted medical
supplies selling to both consumers and medical practices throughout
the United States.
New York, NY-based RBSM LLP, the Company's auditor since 2014,
issued a "going concern" qualification in its report dated April 1,
2024, citing that the Company has recurring losses from operations,
limited cash flow, and an accumulated deficit. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
HEYWOOD HEALTHCARE: Files Chapter 11 Exit Plan
----------------------------------------------
Sandy Meindersma of The Gardner News reports that nearly nine
months after filing for Chapter 11 bankruptcy, Heywood Healthcare
has filed papers to exit Chapter 11.
In a press release issued on May 29, 2024, the hospital points to
several key areas of success that have allowed the system to take
this step.
"The system has optimized multiple service lines, reopened its
inpatient mental health unit, and experienced growth in inpatient,
surgical, and ambulatory volume, including a 16% increase in labor
and delivery. Equally critical to its success, the system retained
and expanded the medical staff," the release states.
CEO and President Rozanna Penney credited the progress to the
health care system's dedicated medical staff and employees, along
with strong financial and operational prudence.
Penney also thanked federal, state and local representatives, and
expressed appreciation for the patients who continue to choose
Heywood Healthcare.
Heywood Healthcare is parent company of Heywood Hospital in Gardner
and several other organizations, including Athol Hospital, Heywood
Medical Group, Ashburnham Family Medicine, Heywood Rehabilitation
Center, Summit Family Medicine & Heywood Primary Care, The
Winchendon Health Center & Murdock School-based Health Center,
Tully Family Medicine and Walk-In Care and ACES Athol Community
Elementary School Based Health Center.
About Heywood Healthcare's bankruptcy filing
Heywood Healthcare filed for Chapter 11 bankruptcy protection on
Oct. 1, 2023. The filing cited the COVID-19 pandemic as a factor
along with a costly and lengthy electronic medical record
transition, managing its aging infrastructure, engagement in a
milestone construction project, as well as the current economic
landscape. The financial strains were exacerbated by low
reimbursement rates.
Prior to filing for bankruptcy, Heywood Healthcare had experienced
a difficult year, with merger negotiations with UMass Memorial
Health Care falling apart in January. In June, CEO Win Brown was
ousted and construction on the highly touted surgical pavilion was
halted.
What's next for Heywood Healthcare?
According to the documents filed with the bankruptcy court, Heywood
Healthcare actively sought to be acquired, and partnered with
Houlihan Lokey Capital, Inc. to market the system. Only seven
possible purchasers signed nondisclosure agreements; of the seven,
five became inactive during the sales process and two signed
indication of interest letters.
One letter was withdrawn, and the other party could only assume
part of the system's debts, which could put a possible sale in
jeopardy.
Heywood Healthcare is not the only hospital system facing financial
troubles. Earlier this month, Steward Health Care, which operates
eight hospitals in Massachusetts, also filed for bankruptcy
protection.
About Heywood Healthcare Inc.
Heywood Healthcare, Inc. is a non-profit community-owned hospital
in Gardner, Mass.
Heywood Healthcare and its affiliates filed Chapter 11 petitions
(Bankr. D. Mass. Lead Case No. 23-40817) on Oct. 1, 2023. In the
petition signed by its chief executive officer, Thomas Sullivan,
Heywood Healthcare disclosed up to $500,000 in assets and up to
$50,000 in liabilities.
Judge Elizabeth D. Katz oversees the cases.
John M. Flick, Esq., at Flick Law Group, PC represents the Debtors
as counsel.
The U.S. Trustee for Region 1 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
The committee tapped Dentons Bingham Greenebaum, LLP and Dentons
US, LLP as its legal counsel.
HOME BUILDING: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Home Building Corporation
350 Sunrise Highway
West Babylon, NY 11704
Business Description: The Debtor is primarily engaged in renting
and leasing real estate properties. The
Debtor owns the real property located at
350 Sunrise Highway, West Babylon, NY
11704 valued at $1.5 million.
Chapter 11 Petition Date: June 10, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-72229
Judge: Hon. Robert E. Grossman
Debtor's Counsel: Ronald D. Weiss, Esq.
RONALD D. WEISS, P.C.
445 Broadhollow Road
Suite CL-10
Melville, NY 11747
Tel: (631) 271-3737
Fax: (631) 271-3784
Email: weiss@ny-bankruptcy.com
Total Assets: $1,507,500
Total Liabilities: $480,000
The petition was signed by Eugeniusz Rogoza as president.
The Debtor indicated it has no unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/Q74NX6Q/Home_Building_Corporation__nyebke-24-72229__0001.0.pdf?mcid=tGE4TAMA
I-ON DIGITAL: Kreit & Chiu CPA Raises Going Concern Doubt
---------------------------------------------------------
I-ON Digital Corp. disclosed in a Form 10-K Report filed with the
U.S. Securities and Exchange Commission for the fiscal year ended
December 31, 2023, that its auditor expressed substantial doubt
about the Company's ability to continue as a going concern.
New York, N.Y.-based Kreit & Chiu CPA LLP, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated June 6, 2024, citing that the Company had an accumulated
deficit of $3,496,501 and $2,691,363 at December 31, 2023 and 2022,
respectively, had working capital deficits of $707,969 and $0 at
December 31, 2023 and 2022, respectively, had a net loss of
$805,138 and $27,625 for the years ended December 31, 2023 and
2022, respectively, and net cash used in operating activities of
approximately $498,834 and $792,936 for the years ended December
31, 2023 and 2022, respectively. These matters raise substantial
doubt about the Company's ability to continue as a going concern.
The Company had limited revenues since the sell-off of its
subsidiaries in September 2022. In addition, the Company has
limited cash and it had consecutive losses in the last two years.
As of December 31, 2023, the Company has completed two digital
platforms to establish a stabilized source of revenues sufficient
to cover operating costs over an extended period of time. Those
platforms are still in the testing stage as of now when the
consolidated financial statements were ready to be issued. The
implementation of these platforms will take time to cover the full
operation costs.
The Company's business prospects have changed since the new
management took control of operations in January 2023. During the
year ended December 31, 2023, management commenced new initiatives
in technology development and acquisitions. In connection with
these initiatives, management plans to prepare the Company for
capital formation and new business development through capital
raising vehicles. There can be no assurances that the Company will
be successful in this or any of its endeavors.
A full-text copy of the Company's Form 10-K is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1580490/000149315224022975/form10-k.htm
About I-ON Digital
Chicago, Ill.-based I-ON Digital Corp. was incorporated on July 5,
1999 and is engaged in providing digital-based enterprise
solutions, including the digitization and distribution of precious
metals, primarily gold and other asset-based digital securities on
the blockchain.
As of December 31, 2023, the Company had $18,546,766 in total
assets, $853,808 in total liabilities, and $17,692,958 in total
stockholders' equity.
IDAHO COPPER: Recurring Losses Raise Going Concern Doubt
--------------------------------------------------------
Idaho Copper Corp. disclosed in a Form 10-Q Report filed with the
U.S. Securities and Exchange Commission for the quarterly period
ended April 30, 2024, that substantial doubt exists about its
ability to continue as a going concern.
"We have incurred recurring losses since inception and expect to
continue to incur losses as a result of legal and professional fees
and our corporate general and administrative expenses. On April 30,
2024, we had $1,005,010 in cash. Our net loss incurred for the
three months ended April 30, 2024, was $1,044,266, compared to a
net loss of $575,001 for the same period in 2023, and the working
capital deficit was $440,301 on April 30, 2024. As a result, there
is substantial doubt about our ability to continue as a going
concern," Idaho Copper said.
"In the event that we are unable to generate sufficient cash from
our operating activities or raise additional funds, we may be
required to delay, reduce or severely curtail our operations or
otherwise impede our on-going business efforts, which could have a
material adverse effect on our business, operating results,
financial condition and long-term prospects," the Company said.
The Company expects to seek to obtain additional funding through
increased revenues and future financing. There can be no assurance
as to the availability or terms upon which such financing and
capital might be available.
A full-text copy of the Company's Form 10-Q is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1263364/000149315224022274/form10-q.htm
About Idaho Copper Corp.
Boise, Idaho-based Idaho Copper Corporation provides exploration
and mining services. The Company explores and develops copper,
molybdenum, and silver projects in the United States. Idaho Copper
serves customers worldwide.
As of April 30, 2024, the Company had $1,249,231 in total assets,
$5,768,070 in total liabilities, and $4,518,839 in total
stockholders' deficit.
INNOVATIVE DENTAL: Seeks to Hire ATEC as Appraiser
--------------------------------------------------
Innovative Dental of Hannibal, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Missouri to employ
ATEC as appraiser.
The firm will provide these services:
a. assist in the valuation of the personal property of the
Debtor including equipment and furniture:
b. take all necessary action and in valuation of the estate of
the Debtor-in-Possession including the generation of reports and
testimony as needed; and
c. perform all other necessary services in connection with the
proceedings.
The firm will be paid a fee of $5,500 for the appraisal services.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
David Lewis
ATEC
15455 Conway Rd Ste 355
Chesterfield, MO 63017-6033
Tel: (314) 733-5055
Fax: (314) 733-5057
Email: DLewis@atec-inc.com
About Innovative Dental of Hannibal, LLC
Innovative Dental of Hannibal, LLC is a provider of comprehensive
dental care. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Mo. Case No. 24-20011) on January
30, 2024. In the petition signed by Charles W. Janes,
member/manager, the Debtor disclosed $1,037,174 in assets and
$6,049,362 in liabilities.
Judge Kathy A Surratt-States oversees the case.
John M. Hark, Esq., at Curl, Hark & Holliday, represents the Debtor
as legal counsel.
INTERACTIVE HEALTH: Hires Ordinary Course Professionals
-------------------------------------------------------
Interactive Health Benefits LLC d/b/a ACA Track, LLC seeks approval
from the U.S. Bankruptcy Court for the Eastern District of Michigan
to employ ordinary course professionals.
The following are the ordinary course professionals:
Zigo and Associates, LLC Accounting services
1535 Union Lake Rd.
Commerce Township, MI 48382
Tel: (248360-6400
Larry Grudzien, Attorney at law Legal services (1095(c)
708 S Kenilworth Ave reporting
Oak Park, IL 60304
Tel: (708) 717-9638
About Interactive Health Benefits LLC
d/b/a ACA Track, LLC
Interactive Health Benefits LLC provides full service automated The
Affordable Care Act (ACA) reporting for 1094 and 1095 C and B
forms. ACA Track's propriety software is designed to help
applicable large employers (ALE) meet the requirements of the
Affordable Care Act and IRS reporting. ACA is an approved vendor of
the IRS for electronic submission.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-43778) on April 16,
2024, with $1 million to $10 million in assets and liabilities.
Todd Covert, chief executive officer and sole member, signed the
petition.
Judge Maria L. Oxholm presides over the case.
Stephen Gross, Esq. at MCDONALD HOPKINS represents the Debtor as
legal counsel.
INTERMEDIATE DUTCH: Moody's Rates Repriced 1st Lien Loans 'B2'
--------------------------------------------------------------
Moody's Ratings assigned B2 ratings to Intermediate Dutch HoldCo
(NL)'s ("doing business as NielsenIQ") repriced US and Euro senior
secured 1st lien term loan Bs and extended senior secured 1st lien
revolving credit facility, with its subsidiary, Indy US Holdco, LLC
(US Holdings) as the borrower and Dutch and US subsidiaries, Indy
Dutch Bidco B.V., Indy US Bidco, LLC, and Nielsen Consumer Inc. as
co-borrowers.
All other ratings are unaffected, including NielsenIQ's B2
corporate family rating (CFR), B2-PD probability of default rating
(PDR) and the B2 ratings on US Holdings' existing senior secured
1st lien bank credit facilities. The stable outlook for NielsenIQ
and US Holdings also remain unchanged. Moody's will withdraw the B2
ratings on the existing US and Euro senior secured 1st lien term
loan Bs that are being repriced and the senior secured 1st lien
revolving credit facility that is being extended when the
transaction closes.
RATINGS RATIONALE
NielsenIQ's B2 CFR is constrained by: (1) limited industry
diversity, with a majority of its business tied to large consumer
goods companies despite diversifying to technology and durables
with the July 2023 merger with GfK SE; (2) Moody's expectation that
Debt/EBITDA will remain above 5.5x for 2024 and 2025; (3) lack of a
track record of consistent positive free cash flow; and (4) event
risk of financial leverage remaining high given its ownership by
private equity. The rating benefits from: (1) its leading global
positions as a provider of data and analytics to consumer goods and
retail clients; (2) good geographic diversity, with operations in
about 90 countries; and (3) a good track record of strong recurring
revenue because its offerings are embedded into clients' business
processes.
NielsenIQ and its subsidiaries (borrowers and co-borrowers) have
one class of secured debt, all rated B2. All material subsidiaries
of NielsenIQ and the borrowers are guarantors. The security package
is comprised of all assets of the borrowers and the guarantors. The
instruments are rated at the same level as the CFR because they
make up the bulk of the debt capital.
NielsenIQ has adequate liquidity through June 30, 2025 with sources
approximating $483 million versus about $37 million of term loan
amortization. Sources of liquidity consists of cash of $283 million
at March 31, 2024 and about $200 million of availability under the
company's proposed $638 million revolving credit facility that
expires in 2028. Moody's expects about breakeven free cash flow
over the next 12 months. NielsenIQ will be subject to a first lien
leverage covenant under its revolving credit facility and Moody's
does not expect compliance to be problematic through the next 12
months. NielsenIQ has limited ability to generate liquidity from
asset sales.
The outlook is stable because Moody's expects higher revenue from
the company's ongoing investments, renewals and price increases as
well as cost reduction initiatives to drive EBITDA growth and
continual reduction in financial leverage through the end of 2025
so as to firmly position the company in its rating category.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company generates sustainable
revenue and EBITDA growth in the low-to-mid-single digits
percentage, sustains Debt/EBITDA towards 5x, and improves its
liquidity position with consistent positive free cash flow.
The ratings could be downgraded if there is material decline in
revenue or EBITDA or if the company sustains Debt/EBITDA above 6.5x
and EBITDA/interest below 1.5x. The ratings could also be
downgraded if liquidity becomes weak.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
NielsenIQ, headquartered in Chicago, Illinois, is a global provider
of retail measurement data, services and analytics to consumer
packaged goods and retail customers and to technology and durables
customers, following the merger with GfK. The company is owned by
private equity firm, Advent international.
IRONCLAD PRESSURE: Seeks to Hire Rosen Systems as Appraiser
-----------------------------------------------------------
Ironclad Pressure Control, LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Texas to employ Rosen
Systems, Inc. as appraiser.
The firm will appraise the Debtor's vehicles, inventory and
machinery and equipment.
The firm will be paid as follows:
(a) A fee of $4,600, which includes all expenses incurred, for
inspection and preparation of the appraisal; and
(b) A fee of $2,000 per day, plus reasonable and necessary
travel expenses, for out-of-town court appearances.
J. Kyle Rosen, CEO and president of Rosen Systems, Inc., disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
J. Kyle Rosen
Rosen Systems, Inc.
2323 Langford Street
Dallas, TX 75208-2122
Tel: (800) 527-5134
About Ironclad Pressure Control, LLC
Ironclad Pressure Control, LLC in Odessa, TX, filed its voluntary
petition for Chapter 11 protection (Bankr. W.D. Tex. Case No.
23-70156) on December 8, 2023, listing $0 to $50,000 in assets and
$1 million to $10 million in liabilities. Bailee Fernandez as
president, signed the petition.
Judge Shad Robinson oversees the case.
ROCHELLE MCCULLOUGH, LLP serve as the Debtor's legal counsel.
ISUN INC: June 12 Deadline Set for Panel Questionnaires
-------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy cases of iSun, Inc. d/b/a
iSun, et al.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a questionnaire
available at https://tinyurl.com/3yftv5uu and return by email it to
Timothy Fox - Timothy.Fox@usdoj.gov - at the Office of the United
States Trustee so that it is received no later than 4:00 p.m., on
June 12, 2024.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About iSun Inc
iSun, Inc. (d/b/a iSun) is a provider of solar energy services and
infrastructure. The Company's services include solar, storage and
electric vehicle infrastructure, design, development and
professional services, engineering, procurement, installation, O&M
and storage.
iSun, Inc. and 11 of its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
24-11144) on June 3, 2024. In the petition signed by Jeff Peck as
president and CEO, iSun, Inc. disclosed $0 to $50,000 in assets and
liabilities.
Judge Thomas M. Horan oversees the cases.
Gellert Seitz Busenkell & Brown LLC represents the Debtors as
general reorganization counsel. England & Company represents the
Debtors as investment banker and advisor. EPIQ Corporate
Restructuring LLC serves as the Debtors' claims and noticing agent.
ISUN INC: Seeks Chapter 11 Bankruptcy After Executive Re-shuffling
------------------------------------------------------------------
Jonathan Randles of Bloomberg News reports that clean energy firm
iSun Inc. files Chapter 11 bankruptcy.
iSun Inc., a publicly traded solar energy company, has filed
bankruptcy weeks after re-shuffling its executive ranks.
Williston, Vermont-based iSun and its corporate affiliates filed
Chapter 11 Monday, June 3, 2024, in Delaware and will pursue a sale
of the company's assets, according to a court filing.
The bankruptcy filing comes after iSun shuffled its chief executive
officer and brought-in a new finance chief. In March, iSun
appointed Bob Zulkoski as chief executive officer but a little more
than a month later replaced him with the company's former CEO, Jeff
Peck.
About iSun Inc.
iSun Inc. provides solar energy services and infrastructure. Their
services include solar, storage and electric vehicle
infrastructure, design, development and professional services,
engineering, procurement, installation, O&M and storage. The
Debtors target all solar markets including residential, commercial,
industrial and utility segments.
iSun Inc. and affiliates sought relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11144) on June 3,
2024. In the petition filed by Jeff Peck, as president and CEO, the
Debtor reports estimated assets and liabilities up to $50,000.
The Honorable Bankruptcy Judge Thomas M. Horan oversees the case.
The Debtors tapped GELLERT SEITZ BUSENKELL & BROWN, LLC, as
reorganization counsel; and ENGLAND & COMPANY as investment banker.
EPIQ CORPORATE RESTRUCTURING, LLC, is the claims agent.
JAGUAR HEALTH: Holder Swaps $1.5M Royalty Interest for Equity
-------------------------------------------------------------
Jaguar Health, Inc. reported in a Form 8-K filed with the
Securities and Exchange Commission that on June 7, 2024, it entered
into a privately negotiated exchange agreement with a holder of
royalty interest in the Company. Pursuant to the Exchange
Agreement, the Company issued 393,700 shares of common stock to
such holder in exchange for a $1,500,000 reduction in the
outstanding balance of the royalty interest held by such holder.
The shares of common stock that were issued in the exchange
transaction described above were issued in reliance on the
exemption from registration provided under Section 3(a)(9) of the
Securities Act of 1933, as amended.
About Jaguar Health
Jaguar Health, Inc. -- http://www.jaguar.health/-- is a commercial
stage pharmaceuticals company focused on developing novel,
sustainably derived gastrointestinal products on a global basis.
The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc.,
focuses on developing and commercializing proprietary human
gastrointestinal pharmaceuticals for the global marketplace from
plants used traditionally in rainforest areas. Its Mytesi
(crofelemer) product is approved by the U.S. FDA for the
symptomatic relief of noninfectious diarrhea in adults with
HIV/AIDS on antiretroviral therapy.
Larkspur, California-based RBSM, LLP, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
April 1, 2024, citing that the Company has an accumulated deficit,
recurring losses, and expects continuing future losses. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
JAMES MARITIME: Financial Strain Raises Going Concern Doubt
-----------------------------------------------------------
James Maritime Holdings, Inc. disclosed in a Form 10-Q Report filed
with the U.S. Securities and Exchange Commission for the quarterly
period ended March 31, 2024, that substantial doubt exists about
its ability to continue as a going concern.
According to the Company, during the three months ended March 31,
2024, it generated net income of $1,352,481, compared to a net loss
of $1,192,552 for the three months ended March 31, 2023. The
accumulated deficit as of March 31, 2024 is $12,563,446
($13,915,927 as of December 31, 2023).
In order to continue as a going concern, the Company plans to
receive funds through the selling of equity securities to existing
and new shareholders. The Company is also evaluating potential
acquisitions in the corporate security space. Additionally, the
Company has created and maintained good customer relationships
during 2024 for USS, which the Company is relying on to potentially
generate sustainable sales throughout 2024 and afterward.
While management maintains they will be able to continue to
generate sufficient cash flows through a combination of operations,
debt, and equity raises, there is no guarantee the Company will be
able to raise or generate additional funds in the short term to
meet present obligations as they come due.
A full-text copy of the Company's Form 10-Q is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/889353/000109690624001315/jmtm_10q.htm
About James Maritime Holdings
Sandy, Utah-based James Maritime Holdings, Inc. operates mainly
through its subsidiaries, Gladiator and USS. Gladiator specializes
in the distribution of personal protective products, largely
through mail-in orders and e-commerce channels. On the other hand,
USS offers a combination of professional security personnel
services, enhanced by smartphone-based security applications,
providing a unique blend of traditional and modern security
solutions.
As of March 31, 2024, the Company had $3,876,394 in total assets,
$2,847,533 in total liabilities, and $1,028,861 in total
shareholders' equity.
JAMES MARITIME: Posts $1.17MM Net Loss in Q2 2023
-------------------------------------------------
James Maritime Holdings, Inc. filed with the U.S. Securities and
Exchange Commission on June 3, 2024, its Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2023, reporting a net
loss of $1,173,060 for three months ended June 30, 2023, compared
to a net loss of $143,241 for the same period in 2022.
For the six months ended June 30, 2023, the Company reported a net
loss of $2,365,612, compared to a net loss of $384,082 for the six
months ended June 30, 2022.
A full-text copy of the Company's Form 10-Q is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/889353/000109690624001291/jmtm_10q.htm
About James Maritime Holdings
Sandy, Utah-based James Maritime Holdings, Inc. operates mainly
through its subsidiaries, Gladiator and USS. Gladiator specializes
in the distribution of personal protective products, largely
through mail-in orders and e-commerce channels. On the other hand,
USS offers a combination of professional security personnel
services, enhanced by smartphone-based security applications,
providing a unique blend of traditional and modern security
solutions.
As of June 30, 2023, the Company had $4,080,784 in total assets,
$3,884,803 in total liabilities, and $195,981 in total
shareholders' equity.
JAMES MARITIME: Records $1.19MM Net Loss in Q1 2023
---------------------------------------------------
James Maritime Holdings, Inc. filed with the U.S. Securities and
Exchange Commission on June 3, 2024, its Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2023, reporting a net
loss of $1,192,552 for the three months ended March 31, 2023,
compared to a net loss of $240,841 for the same period in 2022.
The Company reflected an accumulated deficit as of March 31, 2023
is $12,495,115 ($11,454,076 as of December 31, 2022). Due to these
factors, there is substantial doubt the Company may be able to
continue as a going concern.
According to the Company, in order to continue as a going concern,
it plans to receive funds through the selling of equity securities
to existing and new shareholders. The Company is also evaluating
potential acquisitions in the corporate security space.
Additionally, the Company has created and maintained good customer
relationships during 2023 for both USS and Gladiator, which the
Company is relying on to potentially generate sustainable sales
throughout 2024 and afterward. While management maintains they will
be able to continue to generate sufficient cash flows through a
combination of operations, debt, and equity raises, there is no
guarantee the Company will be able to raise or generate additional
funds in the short term to meet present obligations as they come
due.
A full-text copy of the Company's Form 10-Q is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/889353/000109690624001290/jmtm_10q.htm
About James Maritime Holdings
Sandy, Utah-based James Maritime Holdings, Inc. operates mainly
through its subsidiaries, Gladiator and USS. Gladiator specializes
in the distribution of personal protective products, largely
through mail-in orders and e-commerce channels. On the other hand,
USS offers a combination of professional security personnel
services, enhanced by smartphone-based security applications,
providing a unique blend of traditional and modern security
solutions.
As of March 31, 2023, the Company had $4,319,461 in total assets,
$3,329,320 in total liabilities, and $990,141 in total
shareholders' equity.
JAMES MARITIME: Reports Net Loss of $268,374 in Q3 2023
-------------------------------------------------------
James Maritime Holdings, Inc. filed with the U.S. Securities and
Exchange Commission on June 3, 2024, its Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2023, reporting a
net loss of $268,374 for the three months ended September 30, 2023,
compared to a net income of $789,826 for the same period in 2022.
For the nine months ended September 30, 2023, the Company reported
a net loss of $2,633,986, compared to a net income of $405,744 for
the nine months ended September 30, 2022.
A full-text copy of the Company's Form 10-Q is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/889353/000109690624001293/jmtm_10q.htm
About James Maritime Holdings
Sandy, Utah-based James Maritime Holdings, Inc. operates mainly
through its subsidiaries, Gladiator and USS. Gladiator specializes
in the distribution of personal protective products, largely
through mail-in orders and e-commerce channels. On the other hand,
USS offers a combination of professional security personnel
services, enhanced by smartphone-based security applications,
providing a unique blend of traditional and modern security
solutions.
As of September 30, 2023, the Company had $3,774,667 in total
assets, $3,847,060 in total liabilities, and $72,393 in total
shareholders' deficit.
JCF HILTON: Gets OK to Sell Property to Fulcher for $7.25-Mil.
--------------------------------------------------------------
JCF Hilton Head, LLC received approval from the U.S. Bankruptcy
Court for the Middle District of Tennessee to sell its real
property to Fulcher Investment Properties, Inc.
The company owns an undeveloped real property in South Carolina
consisting of 88.91 acres.
Fulcher offered $7.25 million for the property, which is being sold
"free and clear" of liens, claims and encumbrances.
In addition, Fulcher agreed to structure its disposition of the
property to provide an amount not less than $500,000 to the Class 4
claimants in JCF's Chapter 11 plan of liquidation.
JCF will use the proceeds from the sale to, among other things, pay
in full its secured creditors Spruce Hilton Head, LLC and Cleland
Constructors, Inc., which assert $4.89 million and $672,442,
respectively.
In the event the sale of the property fails to close pursuant to
its terms, absent agreement from Spruce, then the secured creditor
can exercise the rights granted to it under the liquidating plan.
About JCF Hilton Head
JCF Hilton Head Holdings, LLC and JCF Hilton Head, LLC filed their
voluntary Chapter 11 petitions (Bankr. M.D. Tenn. Cases No.
23-04053 and 23-04056, respectively) on Nov. 2, 2023.
JCF Hilton Head Holdings listed $2,031 in assets and $10,775,349 in
liabilities while JCF Hilton Head listed $6,200,000 in assets and
$4,861,282 in liabilities at the time of the filing.
Judge Charles M. Walker oversees the cases.
R. Alex Payne, Esq., at Dunham Hildebrand, PLLC and Tortola
Advisors, LLC serve as the Debtors' legal counsel and restructuring
advisor, respectively. Steve Curnutte of Tortola Advisors is the
Debtors' chief restructuring officer.
JVK OPERATIONS: Hires Lindenwood Associates LLC as Accountant
-------------------------------------------------------------
JVK Operations Limited and its affiliate seek approval from the
U.S. Bankruptcy Court for the Eastern District of New York to
employ Lindenwood Associates, LLC as accountant.
The firm's services include:
-- Treasury Operations and Accounting: Cash balance and treasury
controls, intramonth bank reconciliations, monthly bank
reconciliations;
-- Accounts Receivable: Managing and monitoring accounts
receivable Accounts Payable: Managing and monitoring accounts
payable;
-- Human Resources: Payroll batching, payroll funding, payroll
accounting Reporting: Sales reporting, daily cash reporting,
accounts receivable reporting, accounts payable reporting, time
sheet reporting, payroll reporting;
-- Bankruptcy Reporting: 13-week cash flow forecasting, cash
collateral compliance reporting, monthly operating report
reporting, financial reporting for plan development, plan
projections, ad hoc reporting for creditors, ad hoc reporting for
the Court, ad hoc reporting for Debtors' bankruptcy counsel.
The firm will be paid at the rate of $485 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jordan F. Berger, a partner at Lindenwood Associates, LLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Jordan F. Berger
Lindenwood Associates, LLC
328 N Broadway
Nyack, NY 10960
Tel: (845) 398-9825
About JVK Operations Limited
JVK Operations Ltd. is a provider of linen and garments laundry
services for healthcare facilities on the East Coast. JVK was
founded in 2004 and has been servicing hospitals, nursing homes and
healthcare institutions. The Company's processing services include
sorting of the soiled linen, washing, drying, ironing packing and
delivery according to customer specifications.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.Y. Case No. 24-70800) on March 1,
2024. In the petition signed by Vinod Samuel, president, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Robert E. Grossman oversees the case.
Robert J. Spence, Esq., at SPENCE LAW OFFICE, P.C., represents the
Debtor as legal counsel.
KAISER ALUMINUM: S&P Affirms 'BB-' ICR, Outlook Stable
------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issuer credit rating on
Kaiser Aluminum Corp. and the outlook remains stable.
The stable outlook reflects S&P's expectation that Kaiser's
leverage will remain in the 4x to 5x range in fiscal 2024 and will
gradually improve to below 4x in fiscal 2025.
S&P said, "We expect Kaiser to sustain its rebound in its earnings
in 2024, largely driven by strong performance in the aerospace/
(HS) end market. We expect Kaiser will generate adjusted EBITDA
between $200 million and $240 million in fiscal 2024, similar to
last year, underpinned by solid end-market demand in aerospace/HS
and improving packaging and general engineering end markets. The
strong momentum in the aerospace/HS end market drove adjusted
EBITDA up by 48% in fiscal 2023 as air travel demand neared
pre-pandemic levels in 2023. We believe this trend will continue
over our forecast period, although the aviation industry still
faces challenges with supply issues and uncertain macroeconomic
conditions. Kaiser will likely continue to see strong performance
from this end market, supported by customer declarations for
commercial jets, as well as healthy demand for defense and space
products. We also expect a modest recovery in packaging in 2024 as
destocking ends in coated food products. The industry experienced
similar destocking for beverage products, which ended and
stabilized in the second half of 2023. While demand in the
automotive end market will likely remain stable, general
engineering will also likely see some moderate uptick in volumes as
demand for semiconductor plates gains momentum in the second half
of 2024.
"We expect Kaiser to consolidate its EBITDA margins further over
the next 12-24 months given the various operational efficiency
initiatives at the Warrick plant. Kaiser's S&P Global
Ratings-adjusted EBITDA margins strengthened by 280 basis points to
7.5% in fiscal 2023, following a series of operational improvements
and cost-saving initiatives. The company successfully executed
pricing initiatives with customers in response to higher costs due
to inflation. Additionally, the company also introduced
pass-through mechanisms in its contracts to address metal and alloy
cost volatility. Kaiser has also implemented a metal strategy at
its Warrick plant, which aims at reducing reliance on prime
aluminum and increasing the recycled content. This strategy is
typical at all of its other facilities where scrap utilization is
as high as 80%. The increased use of recycled content will reduce
metal costs and help address sustainability issues related to the
use of prime aluminum. Some customer contracts are due to mature
soon and the company expects them to renew at higher prices,
especially with packaging customers. We believe all these measures
could support further margin expansion over the next 12-24 months,
steadily pushing it toward the 9% to 10% range. While we expect
margin consolidation over our forecast period, we believe getting
back to the 14% to 15% range, where the company was before the
Warrick acquisition, will be quite challenging given that packaging
products are generally lower margin compared with aerospace/HS
margins.
"We expect Kaiser to remain free cash flow positive while it
focuses on growth projects that will maximize its earnings
potential in 2025. Kaiser's fiscal 2024 capital expenditures
(capex) will likely increase by at least 24% based on its proposed
spend of $170 million to $190 million. Approximately 65% of the
capex will be geared toward growth projects, primarily the
completion of the new roll coat line (Roll Coat 4) at Warrick,
which it expects to come online in the fourth quarter of 2024. Roll
Coat 4 will provide Kaiser with flexibility to shift about 25% of
its product mix toward higher-valued coated products. Kaiser has
customer commitments for 70% of the new roll coat line's capacity,
providing it with a strong foundation for better margins in 2025.
The company has also initiated Phase VII expansion at its Trentwood
facility. Kaiser plans an initial spend of about $25 million over
the next 18 months ($10 million in fiscal 2024), which we estimate
will unlock 5%-6% of incremental manufacturing capacity. The
Trentwood facility produces heat treat plate and sheet for
aerospace and GE end market applications. We believe this expansion
work positions Kaiser favorably to take advantage of further demand
boom for aerospace demand, given its unique ability to flex
capacity at Trentwood based on market dynamics.
"The stable outlook reflects our expectation that Kaiser's leverage
will remain in the 4x-5x range in 2024 before strengthening below
4x in 2025. We expect Kaiser will continue to prioritize cash flows
to fund its growth projects that will maximize future earnings
potential.
"We could lower our rating on Kaiser within the next 12 months if
its leverage rises above 5x without a clear and quick path to
delever. This could happen if the company encounters additional
challenges at Warrick that continue to depress margins and overall
profitability or it undertakes another debt-financed acquisition.
"We could raise our rating on Kaiser within the next 12 months if
the company consolidates its competitive position through timely
completion of Roll Coat 4 and the benefits of its new metal
strategy crystalizes in its financial results. In such scenarios,
we would expect leverage sustained below 3x and a move toward
double-digit EBITDA margins."
KP2 LLC: Seeks Court Nod to Sell Nashville Property for $1.7MM
--------------------------------------------------------------
KP2, LLC asked the U.S. Bankruptcy Court for the Middle District of
Tennessee to approve the sale of its residential real property
located at 821 Dewees Avenue, Nashville.
The company is selling the property to Thomas Straub and Vanessa
Williams who made a cash offer of $1.7 million.
All valid and enforceable liens against the property will attach to
the sale proceeds.
KP2 will be responsible for a portion of the closing costs
associated with the transfer of the property.
Based on a proof of claim dated May 7, the total amount due the
first deed of trust lien holder, Residential Credit Opportunities
Trust VIII-B, was at least $2,129,381.55.
Residential has agreed to accept the sum of $1,620,668.50 in full
satisfaction of its claim against KP2 and the company's three
members who have personally guaranteed the debt. No net sale
proceeds will be paid to KP2 at closing.
LA HACIENDA: Hires Ashby & Geddes as Delaware Counsel
-----------------------------------------------------
La Hacienda Mobile Estates, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Ashby &
Geddes, P.A. as Delaware bankruptcy counsel.
The firm's services include:
(a) advising the Debtor with respect to its powers and duties as
a debtor and debtor-in-possession in the continued management and
operation of its business and property;
(b) performing all necessary services as the Debtor's Delaware
bankruptcy counsel;
(c) appearing at hearings before the Court on behalf of the
Debtor;
(d) taking all necessary actions to protect and preserve the
Debtor's estate during the pendency of this Chapter 11 Case;
(e) preparing and reviewing, on behalf of the Debtor, as a
debtor-in-possession, all necessary motions, applications, answers,
orders, reports and papers in connection with the administration of
this Chapter 11 Case for compliance with the rules and practices of
the Court;
(f) advising and assisting the Debtor in connection with any
potential sale of all or substantially all of its assets pursuant
to section 363 of the Bankruptcy Code;
(g) providing legal advice regarding the disclosure statement
and plan filed in this Chapter 11 Case and with respect to the
process for approving the disclosure statement and confirming the
plan; and
(h) performing such other legal services that are desirable and
necessary for the efficient and economic administration of this
Chapter 11 Case.
The firm will be paid at these rates:
Partners $695 to $825 per hour
Counsel and associates $395 to $730 per hour
Paralegals $335 per hour
Legal secretaries $300 per hour
The firm received from the Debtor a retainer of $25,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Gregory Taylor, Esq., a director of Ashby & Geddes, disclosed in a
court filing that his firm is a "disinterested person," as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Gregory A. Taylor, Esq.
Ashby & Geddes, P.A.
500 Delaware Ave.
Wilmington, DE 19899
Tel: (302) 654-1888
Fax: (302) 654-2067
Email: GTaylor@ashbygeddes.com
About La Hacienda Mobile Estates, LLC
La Hacienda Mobile Estates, LLC, is primarily engaged in renting
and leasing real estate properties.
La Hacienda sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bank. D. Del. Case No. 24-10984) on May 9, 2024,
with $1 million to $5 million in both assets and liabilities. The
petition was signed by Matt Davies as managing member.
The Hon. Karen B. Owens presides over the case.
The Debtor tapped Ashby & Geddes, P.A., as bankruptcy counsel.
LA HACIENDA: Hires Marshack Hays as Bankruptcy Counsel
------------------------------------------------------
La Hacienda Mobile Estates, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Marshack
Hays Wood LLP as bankruptcy counsel.
The firm's services include:
a. advising the Debtor of its rights, powers and duties
continuing to operate and manage its business and assets;
b. advising the Debtor concerning, and assisting in the
negotiation and documentation of, agreements, debt restructurings
and related transactions;
c. preparing legal documents and reviewing all financial
reports to be filed in the Debtor's Chapter 11 case;
d. advising the Debtor concerning, and preparing responses to,
legal papers that may be filed and served in its bankruptcy case;
e. counseling the Debtor in connection with the formulation,
negotiation and promulgation of a plan of reorganization and
related documents;
f. performing all other legal services necessary to administer
the case, including legal advice on debt restructuring, asset
dispositions and general business, finance, and litigation
matters.
The firm will be paid at these rates:
Partners $540 to $740 per hour
Of Counsels $600 to $640 per hour
Associates $390 to $500 per hour
Paralegals $290 to $340 per hour
Law Clerks $320 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received from the Debtor a retainer of $100,000.
David Wood, Esq., a partner at Marshack Hays, disclosed in a court
filing that his firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
Marshack Hays can be reached at:
David A. Wood, Esq.
Marshack Hays, LLP
870 Roosevelt
Irvine, CA 92620
Tel: (949) 333-7777
Fax: (949) 333-7778
Email: dwood@marshackhays.com
About La Hacienda Mobile Estates, LLC
La Hacienda Mobile Estates, LLC, is primarily engaged in renting
and leasing real estate properties.
La Hacienda sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bank. D. Del. Case No. 24-10984) on May 9, 2024,
with $1 million to $5 million in both assets and liabilities. The
petition was signed by Matt Davies as managing member.
The Hon. Karen B. Owens presides over the case.
The Debtor tapped Ashby & Geddes, P.A., as bankruptcy counsel.
LAG SHOT: Wins Interim Cash Collateral Access
---------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Fort
Myers Division, authorized Lag Shot LLC to use cash collateral, on
an interim basis, in accordance with the budget, with a 10%
variance.
As adequate protection, Clearco, Smart Business Funding, and CFG
Merchant Solutions LLC will have a perfected post-petition lien
against the Prepetition Collateral to the same extent and with the
same validity and priority as their alleged prepetition lien,
without the need to file or execute any document as may otherwise
be required under applicable non-bankruptcy law.
The Debtor will maintain insurance coverage for its property in
accordance with its obligations under the loan and security
documents with the Secured Creditors.
A continued hearing on the matter is set for June 28, 2024 at 10
a.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=veVxAs PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$159,740 for June 2024; and
$165,990 for July 2024.
About Lag Shot
Lag Shot, LLC filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00034) on Jan. 9,
2024, with $500,001 to $1 million in assets and $500,001 to $1
million in liabilities.
Judge Caryl E. Delano oversees the case.
Michael R. Dal Lago, Esq., represents the Debtor as legal counsel.
LAS PROPERTY: Claims to be Paid From Cash Flow
----------------------------------------------
LAS Property Management, LLC, filed with the U.S. Bankruptcy Court
for the Western District of New York a Disclosure Statement for
Small Business describing Plan of Reorganization dated May 23,
2024.
The Debtor is a limited liability company. Since 2006, the Debtor
has been in the business of owning and informally leasing 717
Emerson Street, Rochester, New York to its affiliate, Paul's
Service II, LLC ("Tenant") and has been engaged in no other
business.
The Debtor through neglect failed to pay real property taxes due to
the City of Rochester, New York starting in 2012. As taxes due to
the City mounted and interest and/or penalties accrued, Debtor's
management was unable to formulate a repayment plan, then became
too discouraged by the total due, COVID influenced economic
prospects and the uncertainty of possible contamination of Debtor's
land by an adjacent operating service station to contemplate plan.
Eventually the City prosecuted an in rem tax foreclosure, obtained
a judgment and scheduled a sale of Debtor's real estate.
The Plan Proponent's financial projections show that the Debtor
will have an aggregate annual average cash flow after paying
operating expenses and post-confirmation taxes of $25,000. The
final Plan payment is expected to be paid no later than December
31, 2029.
The cash budgets disclose that tenant should be able to fund the
proposed Plan payment assuming that its operations are generally
consistent with Tenant's past experience and that the increase in
the sales and use of electric vehicles, which is expected to be an
increasing portion of automobile sales, especially in and after
2025 does not decrease the volume of Tenant's service revenue.
The Debtor believes that for the life of the plan its revenue will
not be impacted because of traditional gas/diesel vehicles which
are the core of its business will continue to be used in
significant numbers. Typically, Tenant works on vehicles which are
out of their warranty coverage terms so that increasing sales of
electric vehicles are unlikely to have any impact for several years
after 2025.
Class 2 consists of General Unsecured Claims. Tenant borrowed funds
from Peter J. Soscia. On December 31, 2022 Tenant owed Mr. Soscia
$61,604. Mr. Soscia intends that repayment of this loan will occur
only if Debtor is current on plan payments and post-petition real
estate taxes and has paid all attorney's fees in full.
The sole prepetition unsecured creditor shall be paid as agreed,
except that the last payment shall be paid less one dollar ($1.00)
which shall be paid 30 days after entry of a confirmation order in
this case. This Class is impaired.
Class 4 consists of equity security holders of the Debtor. The
equity security holder shall retain his interests.
All Debtor's payments under this Plan will be paid by its Tenant in
consideration of Tenant's future use and occupancy of Debtor's real
property. Tenant shall pay all real estate taxes hereafter falling
due on Debtor's real property, insure the Debtor's real property
against physical damage, fire or loss to the extent of no less than
unpaid plan payments, maintain the Debtor's real property, and pay
all expenses of operating Debtor's real property. Tenant is under
the common control of Debtor's sole shareholder.
A full-text copy of the Disclosure Statement dated May 23, 2024 is
available at https://urlcurt.com/u?l=5mr319 from PacerMonitor.com
at no charge.
Attorney for the Plan Proponent:
David D. McKnight, Esq.
Lacy Katzen, LLP
The Legacy Tower
600 Bausch & Lomb
Rochester NY 14604
Phone: 585-454-5650
Fax: 585-269-3077
Email: dmacknight@lacykatzen.com
About LAS Property Management
LAS Property Management, LLC, has been in the business of owning
and informally leasing 717 Emerson Street, Rochester, New York.
The Debtor sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 23-20241) on May 18,
2023, with $100,001 to $500,000 in both assets and liabilities.
Judge Warren oversees the case.
The Debtor tapped David D. MacKnight, Esq., at Lacy Katzen, LLP as
legal counsel and Behan Accounting as accountant.
LAVERTU CAPITAL: Wins Interim Cash Collateral Access
----------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Jacksonville Division, authorized Lavertu Capital Holdings LLC dba
A1 Stoneworld to use cash collateral, on an interim basis, in
accordance with the budget, through July 10, 2024.
The Debtor is permitted to use cash collateral to pay (a) amounts
expressly authorized by the Court, including payments to the United
States Trustee for quarterly fees; (b) the current and necessary
expenses set forth in the budget; and (c) additional amounts as may
be expressly approved in writing by Live Oak Banking Company, the
creditor.
As adequate protection, the Secured Creditor will have a perfected
post-petition lien against cash collateral to the same extent and
with the same validity and priority as the pre-petition lien,
without the need to file or execute any documents as may otherwise
be required under applicable non-bankruptcy law.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under the loan and security
documents with Secured Creditors.
A continued hearing on the matter is set for July 10 at 2:30 p.m.
A copy of the order is available at https://urlcurt.com/u?l=wDzB4g
from PacerMonitor.com.
About Lavertu Capital Holdings
Founded in 2006, Lavertu Capital Holdings LLC, doing business as A1
Stoneworld, started as a countertop fabricator in Green Cove
Springs, FL.
The Company offers a wide range of products including granite,
marble, quartz, quartzite, and soapstone from some of the most
respected brands.
The products the Company offers come from quarries around the world
in locations such as Brazil, Spain, Italy, and India.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01043) on April 13,
2024, with $288,699 in assets and $4,272,277 in liabilities.
Kenneth Lavertu, Jr., owner and chief executive officer, signed the
petition.
Judge Jason A. Burgess presides over the case.
Jeffrey S. Ainsworth, Esq. at Bransonlaw, PLLC represents the
Debtor as bankruptcy counsel.
LLT MANAGEMENT: Talcum Powder Claimants to Get $8 Bil. in 25 Yrs
----------------------------------------------------------------
Johnson & Johnson and its subsidiary, LLT Management LLC, have
agreed to pay approximately $8 billion nominal over 25 years to
individuals who claim that talcum powder products made them sick.
Individuals who believe they became sick from using J&J products
containing talc, such as Johnson's Baby Powder and Shower to
Shower, may have the opportunity to vote on a bankruptcy plan that
outlines how claims will be paid. This is being released by Epiq
Corporate Restructuring, LLC the balloting and solicitation agent
for LLT Management LLC.
The companies maintain that their products are safe, do not contain
asbestos, and do not cause cancer or other illnesses. Notably,
Johnson & Johnson discontinued Johnson's talc-based Baby Powder in
May 2020 and sold Shower to Shower to another company in 2012.
What is the Plan?
-- The Plan commits the Company to pay ovarian claimants a
present value of approximately $6.475 billion to be paid over 25
years.
-- Under the Plan, a multi-billion-dollar trust will be
established to pay current and future talc claims related to
ovarian cancer. If the Plan is approved, claimants will not be able
to bring lawsuits against the companies or other parties for any
talc-related claims covered by the Plan.
-- J&J and LLT have won approximately 95% of ovarian cancer
cases tried to date, including every ovarian cancer case tried over
the last six years. Based on the historical run rate, if the Plan
is not approved, it could take decades to litigate the remaining
cases, potentially preventing most claimants from ever having
"their day in court."
-- While the solicitation of the Plan is pending, J&J and LLT
remain committed to litigating in the tort system against claimants
who elect not to settle, including challenging the scientific
validity of the claimants' experts.
How Can Claimants Vote on the Plan?
-- Information about how to vote is provided in a solicitation
package, which includes details on the proposed bankruptcy, the
Plan, and a ballot.
-- Claimants must cast their vote to accept or reject the Plan
by 4:00 p.m. (Central Time) on July 26, 2024.
What If a Claimant Has Already Filed a Talc Claim?
-- Claimants or their attorneys will receive a solicitation
package.
-- If a Claimant has not received a solicitation package, they
can request one by visiting www.OfficialTalcClaims.com or calling
1-888-431-4056.
What If a Claimant Has Not Filed a Talc Claim?
-- Visit www.OfficialTalcClaims.com or call 1-888-431-4056 to
request a solicitation package to determine whether you can vote on
the Plan.
When Will the Court Decide on the Plan?
-- If the Plan is accepted by at least 75% of voters, a
bankruptcy may be filed under the case name In re: Red River Talc
LLC.
-- This will take place in a bankruptcy court in Texas or in the
bankruptcy court of another jurisdiction. A hearing to confirm the
Plan will be scheduled and further notifications will be issued if
the court sets a deadline for objections.
About LTL Management
LTL Management, LLC is a subsidiary of Johnson & Johnson (J&J),
which was formed to manage and defend thousands of talc-related
claims and oversee the operations of Royalty A&M. Royalty A&M owns
a portfolio of royalty revenue streams, including royalty revenue
streams based on third-party sales of LACTAID, MYLANTA/MYLICON and
ROGAINE products.
LTL Management filed a petition for Chapter 11 protection (Bankr.
W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was
transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov.
16, 2021. The Hon. Michael B. Kaplan is the case judge. At the
time of the filing, the Debtor was estimated to have $1 billion to
$10 billion in both assets and liabilities.
The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as
bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon
LLP as special counsel; McCarter & English, LLP as litigation
consultant; Bates White, LLC as financial consultant; and
AlixPartners, LLP as restructuring advisor. Epiq Corporate
Restructuring, LLC, is the claims agent.
An official committee of talc claimants was formed in the Debtor's
Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S.
Trustee for Regions 3 and 9 reconstituted the talc claimants'
committee and appointed two separate committees: (i) the official
committee of talc claimants I, which represents ovarian cancer
claimants, and (ii) the official committee of talc claimants II,
which represents mesothelioma claimants.
The official committee of talc claimants I tapped Genova Burns LLC,
Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its
legal counsel. Meanwhile, the official committee of talc claimants
II is represented by the law firms of Cooley LLP, Bailey Glasser
LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and
Sherman Silverstein Kohl Rose & Podolsky P.A.
Re-Filing of Chapter 11 Petition
On January 30, 2023, a panel of the Third Circuit issued an opinion
directing this Court to dismiss the 2021 Chapter 11 Case on the
basis that it was not filed in good faith. Although the Third
Circuit panel recognized that the Debtor "inherited massive
liabilities" and faced "thousands" of future claims, it concluded
that the Debtor was not in financial distress before the filing.
On March 22, 2023, the Third Circuit entered an order denying the
Debtor's petition for rehearing. The Third Circuit entered an
order denying LTL's stay motion on March 31, 2023, and, on the dame
day, issued its mandate directing the Bankruptcy Court to dismiss
the 2021 Chapter 11 Case.
The Bankruptcy Court entered an order dismissing the 2021 Case on
April 4, 2023.
Johnson & Johnson on April 4, 2023, announced that its subsidiary
LTL Management LLC (LTL) has re-filed for voluntary Chapter 11
bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain
approval of a reorganization plan that will equitably and
efficiently resolve all claims arising from cosmetic talc
litigation against the Company and its affiliates in North
America.
In the new filing, J&J said it has agreed to contribute up to a
present value of $8.9 billion, payable over 25 years, to resolve
all the current and future talc claims, which is an increase of
$6.9 billion over the $2 billion previously committed in connection
with LTL's initial bankruptcy filing in October 2021. LTL also has
secured commitments from over 60,000 current claimants to support a
global resolution on these terms.
MAD PRODUCT: Court OKs Interim Cash Collateral Access
-----------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Jacksonville Division, authorized Mad Products Innovations, LLC to
use cash collateral, on an interim basis, in accordance with the
budget.
The Debtor requires the use of cash collateral to pay its monthly
obligations.
The U.S. Small Business Administration and Commercial Business
Funding Corporation assert an interest in the Debtor's cash
collateral.
As of the Petition Date, the Debtor was indebted to the SBA in the
approximate amount of $699,500 and Commercial Business Funding
pursuant to a factoring agreement.
CBFC is a first position priority secured creditor of the Debtor,
who is owed the sum of $293,079.
The Debtor is directed to pay only expenses necessary for the
operation of the business and not any prepetition expenses, officer
salaries, professional fees, or insiders without further order of
the Court. If such order is entered, such necessary pre-petition
expenses, salaries, professional fees, or insider payments will not
be paid unless the Debtor is current on its ordinary course of
business expenses.
As additional adequate protection of CBFC's interest and the
estate's interest in cash collateral, CBFC is granted a replacement
lien to the same nature, priority, and extent that CBFC may have
had immediately prior to the date that the case was commenced nunc
pro tunc to the Petition Date. Further, CBFC is granted a
replacement lien and security interest on property of the
bankruptcy estate to the same extent and priority as that which
existed pre-petition on all of the cash accounts, accounts
receivable and other assets and property acquired by the Debtor's
estate or by the Debtor on or after the Petition. The replacement
lien in the PostPetition Collateral will be deemed effective, valid
and perfected as of the Petition Date, without the necessity of
filing with any entity of any documents or instruments otherwise
required to be filed under applicable non-bankruptcy law.
The Debtor is Ordered to pay Adequate Protection payments as
follows:
a. $0 per month to SBA commencing April 1, 2024 and the 1st of each
month thereafter or until further Order by the Court;
b. $13,000 account receivable payment due to CBFC as well as
scheduled post petition payments per month under terms of the
Debtor's filed SubChapter V Plan. However, the Debtor is prohibited
from use of any pre-petition account receivable funds or proceeds
from the sale of CBFC's Collateral or products or proceeds thereof
which were pledged to CBFC until further Order of the Court;
c. All other UCC-1 secured lenders will receive no adequate
protection at this time.
The Debtor's authority to use the cash collateral will terminate
immediately and upon the earlier of (a) order of the Court; (b) the
conversion of this case to a Chapter 7 case; (c) the entry of an
Order that alters the validity or priority of the replacement liens
granted to the Bank; (d) the Debtor ceasing to operate all or
substantially all of its business; (e) the entry of an order
granting relief from the automatic stay that allows any entity to
proceed against any material assets of the Debtor that constitute
cash collateral; (f) the entry of an Order authorizing a security
interest under 11 U.S.C. section 364(c) or 364(d) in the collateral
to secure any credit obtained or debt incurred that would be senior
to or equal to the replacement lien; or (g) the dismissal of the
Chapter 11 case.
A copy of the order is available at https://urlcurt.com/u?l=4nhbi3
from PacerMonitor.com.
About MAD Product Innovations
MAD Product Innovations, LLC, a company in Jacksonville Beach,
Fla., filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00472) on February
16, 2024, with $611,903 in assets and $2,575,774 in liabilities.
Michaelene Cadiz, chief executive officer and president, signed the
petition.
Judge Jason A. Burgess oversees the case.
Bryan K. Mickler, Esq., at the Law Offices of Mickler & Mickler,
LLP represents the Debtor as bankruptcy counsel.
METROPOLITAN THEATRES: Hires A & G Realty as Consultant
-------------------------------------------------------
Metropolitan Theatres Corporation seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ A
& G Realty Partners, LLC as real estate consultant.
The firm will provide these services:
a. assist the Debtor with real estate strategy;
b. consult with the Debtor to discuss its goals, objectives and
financial parameters in relation to its leases;
c. provide ongoing advice and guidance related to individual
financial and non-financial lease restructuring opportunities;
d. negotiate with the landlords of the Debtor's leases on behalf
of the Debtor to obtain lease modifications acceptable to the
Debtor; and
e. provide regular update reports to the Debtor regarding the
status of the services.
The firm will be paid as follows:
-- Monetary Lease Modifications. For each Monetary Lease
Modification obtained by the firm, it shall earn and be paid 3
percent of the net occupancy. However, for any Lease extension
options the Debtor ask the firm to obtain and the firm actually
obtains, whether or not the option is exercised, the firm shall
earn and be paid a fee in the amount of 1.5 percent of the
occupancy cost savings per Lease;
-- Non-Monetary Lease Modifications. For each Non-Monetary Lease
Modification obtained by the firm, it shall earn and be paid a fee
of $750 per Lease.
-- Early Termination Rights. For each Early Termination Right
obtained by the firm, it shall earn and be paid a fee of 1/4 of 1
month's gross occupancy per Lease;
-- Lease Sales. For each Lease Sale obtained by the firm, it
shall be paid a fee in the amount of 2 percent of the gross
proceeds per Lease;
-- Landlord Consents. For each Landlord Consent obtained by the
firm, it shall be paid a fee of $500.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Todd Eyler
A & G Realty Partners, LLC
445 Broadhollow Road Suite 410
Melville, NY 11797
Tel: (631) 420-0044
Fax: (631) 420-4499
About Metropolitan Theatres Corporation
Metropolitan Theatres Corporation, a fourth-generation family-owned
theatre circuit launched in 1923, provides a movie-going experience
with a growing number of plush luxury recliner auditoriums and
expanded food and beverage offerings. Metropolitan currently
operates a diverse collection of historic properties and
state-of-the-art multiplexes among its 17 theatres and 94 screens
in California, Colorado, Idaho and Utah.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11569) on February
29, 2024. In the petition signed by David Corwin, president, the
Debtor disclosed $26,569,833 in assets and $25,243,105 in
liabilities.
Judge Barry Russell oversees the case.
Lance N. Jurich, Esq., at LOEB & LOEB LLP, represents the Debtor as
legal counsel.
KGI ADVISORS serves as the Debtor's financial consultant.
MFG PRESTIGE: Unsecureds Will Get 8% of Claims over 60 Months
-------------------------------------------------------------
MFG Prestige Auto Group, LLC, filed with the U.S. Bankruptcy Court
for the District of New Jersey a Small Business Combined Plan of
Reorganization and Disclosure Statement dated May 23, 2024.
Founded in 2012, the Debtor operates a full service used car
dealership in northern New Jersey. It also derives a fee for
arranging a "per car" purchase of cars at auction.
Since filing for bankruptcy, the Debtor has taken steps to
reorganize its finances and minimize expenses to emerge from
bankruptcy by streamlining expenses and generating business by
obtaining fees from auto auctions where he facilitates customer
purchases.
The value of the SBA's collateral is approximately $120,000. As of
the Petition Date, the SBA was owed approximately $500,000. Thus,
the SBA is under secured and maintains a lien of $120,000 in value
of MFG's cash collateral. Pursuant to the terms of the Final Order
Authorizing the Use of Cash Collateral, the Debtor agreed to pay a
principal and interest adequate protection payment of $555.74 to
the SBA. Interest is calculated at 3.750% based upon a 30 year
amortization. The Debtor is maintaining its collateral in good
form.
The Debtor's revenues vary. It fluctuates based upon the time of
year. Based upon historical projections, the Debtor will pay AFC
and the SBA the same payments it is receiving under the cash
collateral orders and will pay general unsecured creditors $60,000
($3,000 quarterly) pro rata. The Debtor pays rent to a related
entity, i.e., CMG Enterprise.
In sum, the Debtor shall first pay administrative creditors and
thereafter, shall pay Class 3 Creditors (General Unsecured
Creditors) quarterly dividends over 60 months – 20 quarterly
payments. The Debtor will make total payments to general unsecured
creditors of approximately $60,000 over the length of its plan.
Such payments are approximately an 8% distribution to claimants
holding Allowed Unsecured Claims. The quarterly payment shall be
pro rata. Class 3 payments shall commence with the quarter starting
October 1, 2024. This will allow time for the Debtor to satisfy its
administrative creditors before starting payments to Class 3.
Class 3 consists of General Unsecured Claims. The Debtor shall pay
pro rata distribution of $60,000 quarterly for twenty (20)
quarters. The allowed unsecured claims total $689,174.38.
The Debtor's membership interest in the Debtor is owned 100% by
Melvyn Gonzalez. Mr. Gonzalez shall retain his membership interest.
The Plan provides for all the Debtor's assets to revest in the
Debtor.
The Plan will be funded by the Debtor's continued monthly income.
There shall be no prepayment penalty for any priority,
administrative or Class of claims.
On Confirmation of the Plan, all property of the Debtor, tangible
and intangible, including, without limitation, licenses, furniture,
fixtures and equipment, will revert, free and clear of all Claims
and Equitable Interests except as provided in the Plan, to the
Debtor. The Debtor expects to have sufficient cash on hand to make
the payments required on the Effective Date.
A full-text copy of the Combined Plan and Disclosure Statement
dated May 23, 2024 is available at https://urlcurt.com/u?l=2cTizN
from PacerMonitor.com at no charge.
Counsel for the Debtor:
McMANIMON, SCOTLAND & BAUMANN, LLC
Anthony Sodono, III, Esq.
Sari B. Placona, Esq.
75 Livingston Avenue, Suite 201
Roseland, NJ 07068
Phone: (973) 622-1800
Email: asodono@msbnj.com
splacona@msbnj.com
About MFG Prestige Auto Group
MFG Prestige Auto Group is a used car dealer selling to retail
customers.
The Debtor filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. D.N.J. Case No. 24-11727) on Feb 23,
2024, listing $100,001 to $500,000 in assets and $500,001 to $1
million in liabilities.
Judge John K. Sherwood oversees the case.
Anthony Sodono, III, Esq. at Mcmanimon, Scotland & Baumann, LLC
represents the Debtor as counsel.
MICROVISION INC: All Three Proposals Passed at Annual Meeting
-------------------------------------------------------------
MicroVision, Inc. disclosed in a Form 8-K filed with the Securities
and Exchange Commission that its annual meeting of shareholders was
held on June 5, 2024, at which the shareholders elected the
following eight nominees as directors to hold office until the next
annual meeting of shareholders:
* Simon Biddiscombe
* Robert P. Carlile
* Jeffrey A. Herbst
* Peter Schabert
* Jada Smith
* Sumit Sharma
* Mark B. Spitzer
* Brian V. Turner
The Shareholders also approved, on an advisory basis, the named
executive officer compensation and ratified the appointment of Moss
Adams LLP as the Company's independent registered public accounting
firm for the fiscal year ending Dec. 31, 2024.
About Microvision
Microvision, Inc. -- @ www.microvision.com -- is a global developer
and supplier of lidar hardware and software solutions focused
primarily on automotive lidar and advanced driver-assistance
systems (ADAS) markets where it can deliver safe mobility at the
speed of life. The Company offers a suite of light detection and
ranging, or lidar, sensors and perception and validation software
to automotive OEMs, for ADAS and autonomous vehicle (AV)
applications, as well as to complementary markets for
non-automotive applications including industrial, robotics and
smart infrastructure.
MicroVision reported a net loss of $82.84 in 2023, a net loss of
$53.09 in 2022, a net loss of $43.20 million in 2021, a net loss of
$13.63 million in 2020, a net loss of $26.48 million in 2019, and a
net loss of $27.25 million in 2018. MicroVision reported a net
loss of $26.31 million for the three months ended March 31, 2024.
MICROVISION INC: Implements New 2024 Severance & CIC Plan
---------------------------------------------------------
MicroVision, Inc. disclosed in a Form 8-K filed with the Securities
and Exchange Commission that, effective June 4, 2024, it replaced
its existing Change of Control Severance Plan with the Key
Executive Severance and Change in Control Plan, which will
supersede the Prior Plan in its entirety. The 2024 Severance & CIC
Plan includes the following terms and conditions:
Change in Control Severance Benefits. In the event that a
participating employee is terminated at any time during the period
that starts on the date that is three months prior to and ends on
the date that is 18 months following a Change in Control (as
defined in the 2024 Severance & CIC Plan) (i) for any reason other
than by the Company for Cause or (ii) by the participant as a Good
Reason Termination (as each term is defined in the 2024 Severance &
CIC Plan), the Company will pay a lump sum payment of cash equal to
(A) the amount set forth in the participating employee's
participation agreement for the 2024 Severance & CIC Plan, which
will not exceed 18 months of base salary at the rate in effect
immediately before the date of termination, or if higher, on the
date of the Change in Control (or in the event of a Good Reason
Termination for material reduction in salary, then at the rate in
effect on the date immediately preceding the reduction in salary,
if higher than the rate in effect immediately before the date of
the Change in Control), plus (B) the percentage of the target bonus
for which the participating employee is eligible that is set forth
in the participating employee's participation agreement for the
2024 Severance & CIC Plan, which will not exceed 150% of such
target bonus, plus (C) the full cost of participant's COBRA premium
payments for group health insurance for the number of months set
forth in the participating employee's participation agreement for
the 2024 Severance & CIC Plan, which will not exceed 18 months.
In addition, certain equity awards held by the participant which
are outstanding and unvested will become vested and free of
restriction, provided that if the award is subject to a performance
goal requirement such vesting will be subject to the level of
performance that has been achieved, and provided that if the
performance goal requirement no longer applies for any reason, such
requirement will not factor into such vesting acceleration.
Other Severance Benefits. In the event that a participating
employee is terminated outside of the Change in Control Period and
is terminated (i) for any reason other than by the Company for
Cause or (ii) by the participant as a Good Reason Termination, the
Company will pay a lump sum payment of cash equal to (A) the amount
set forth in the participating employee's participation agreement
for the 2024 Severance & CIC Plan, which will not exceed 18 months
of base salary at the rate in effect immediately before the date of
termination, or if higher and the termination is a Good Reason
Termination for material reduction in salary, then at the rate in
effect on the date immediately preceding the reduction in salary,
plus (B) the percentage of the target bonus for which the
participating employee is eligible that is set forth in the
participating employee's participation agreement for the 2024
Severance & CIC Plan, which will not exceed 100% of such target
bonus, pro-rated based on the termination date. The Company will
also pay the full cost of participant's COBRA premium payments for
group health insurance for the number of months set forth in the
participating employee's participation agreement for the 2024
Severance & CIC Plan, which will not exceed 12 months.
Payments under the 2024 Severance & CIC Plan are contingent upon
(i) participant executing and delivering to the Company a release
from all claims in any way resulting from, arising out of or
connected with such participant's employment with the Company and
(ii) participant's continued compliance with any confidentiality or
restrictive covenant agreements.
Anubhav Verma, the Company's chief financial officer, and Drew
Markham, the Company's general counsel and Head of People
Operations, are participants in the 2024 Severance & CIC Plan below
the highest benefit levels described above. Sumit Sharma, the
Company's chief executive officer initially will not participate in
the 2024 Severance & CIC Plan as his existing employment agreement
with the Company contains severance protections.
2024 Executive Bonus Plan
On June 4, 2024, the Compensation Committee of the Board of
Directors of the Company approved the 2024 Executive Bonus Plan,
designed to motivate and reward eligible employees based upon the
Company's performance and for their individual contributions to the
success of the Company, as well as to encourage retention. The
Compensation Committee will administer the Bonus Plan and it will
be used to determine bonuses for performance in 2024. Payouts
under the Bonus Plan will be determined by our Compensation
Committee and will be based on the Company's financial performance
and individual performance.
Any bonuses payable pursuant to the Bonus Plan will be paid in cash
or in the form of an equity award, or a combination thereof.
Equity awards granted under the Bonus Plan are subject to the terms
of the Company's 2022 Equity Incentive Plan (and any successor
plan), the applicable form of award agreement thereto, and
applicable laws.
Executive Officers 2023 Short-Term Incentive Bonus Payouts
On June 4, 2024, the Compensation Committee of the Board of
Directors of the Company approved equity awards, in lieu of cash,
to Mr. Verma (200,000 restricted stock units) and Ms. Markham
(186,250 restricted stock units) representing the payout of their
2023 short-term incentive bonuses. The awards were fully vested at
grant.
Executive Officer 2024 Actions
Effective June 1, 2024, the Compensation Committee of the Board of
Directors of the Company approved, adjustments to title and
compensation for the non-CEO executive officers of the Company as
follows: (i) Mr. Verma, senior vice president, chief financial
officer, treasurer and general manager, received a 6.25% increase
in annual base salary to $425,000, is eligible for a short-term
incentive bonus opportunity of 40% of base salary tied to
achievement of certain company financial and individual business
objectives pursuant to the terms of the Bonus Plan, and was granted
a long-term incentive equity award of 450,000 restricted stock
units scheduled to vest at a rate of 33% annually over the ensuing
three years, and (ii) Ms. Markham, senior vice president, general
counsel, secretary, and Head of People Operations, received an
approximate 7.5% increase in annual base salary to $400,000, is
eligible for a short-term incentive bonus opportunity of 40% of
base salary tied to achievement of certain company financial and
individual business objectives pursuant to the terms of the Bonus
Plan, and was granted a long-term incentive equity award of 360,000
restricted stock units scheduled to vest at a rate of 33% annually
over the ensuing three years.
About Microvision
Microvision, Inc. -- @ www.microvision.com -- is a global developer
and supplier of lidar hardware and software solutions focused
primarily on automotive lidar and advanced driver-assistance
systems (ADAS) markets where it can deliver safe mobility at the
speed of life. The Company offers a suite of light detection and
ranging, or lidar, sensors and perception and validation software
to automotive OEMs, for ADAS and autonomous vehicle (AV)
applications, as well as to complementary markets for
non-automotive applications including industrial, robotics and
smart infrastructure.
MicroVision reported a net loss of $82.84 in 2023, a net loss of
$53.09 in 2022, a net loss of $43.20 million in 2021, a net loss of
$13.63 million in 2020, a net loss of $26.48 million in 2019, and a
net loss of $27.25 million in 2018. MicroVision reported a net
loss of $26.31 million for the three months ended March 31, 2024.
MIDWEST DOUGH: Hires Blackman & Associates PC as Accountant
-----------------------------------------------------------
Midwest Dough Guys, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Nebraska to employ Blackman & Associates,
PC as accountant.
The firm's services include:
-- cleanup and review of books for 2022 and 2023;
-- preparation of the 2022 amended tax return;
-- preparation of the 2023 tax return; and
-- ongoing review of monthly books going forward.
The firm will be paid a fixed flat fee of $2,000 per month to bring
Debtor's books and records current and to file any and all
necessary returns.
Any services outside this monthly fixed fee shall be billed at
these hourly rates:
Dennis Blackman $400
Clinton Wander (associate) $200
Supporting staff $90 - $150
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Dennis Blackman, a partner at Blackman & Associates, P.C., assured
the Court that the Firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Blackman & Associates can be reached at:
Dennis Blackman
Blackman & Associates, P.C.
17445 Arbor Street, Suite 200
Omaha, NE 68130
Tel: (402) 330-1040
Fax: (402) 333-9189
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
representative, the Debtor disclosed up to $500,000 in assets and
up to $10 million in liabilities.
Judge Thomas L Saladino oversees the case.
John A. Lentz, Esq., at Lentz Law, PC, LLO, represents the Debtor
as bankruptcy counsel.
MIKESELL TRADING: Commences Subchapter V Bankruptcy Process
-----------------------------------------------------------
On May 24, 2024 Mikesell Trading LLC filed for chapter 11
protection in the Western District of Kentucky. According to court
filing, the Debtor reports between $1 million and $10 million in
debt owed to 1 and 49 creditors. The petition states funds will be
available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
June 24, 2024 at 1:30 p.m. in Room Telephonically on telephone
conference line: 866-821-6936. participant access code:9917095).
About Mikesell Trading LLC
Mikesell Trading LLC, doing business as 1370 Collective, is an
Amazon-first accelerated brand agency designed to help apparel
products become an Amazon Bestseller.
Mikesell Trading LLC sought relief under Subchapter V of Chapter 11
of the U.S. Bankruptcy Code (Bankr. W.D. Ky. Case No. 24-31363) on
May 24, 2024. In the petition signed by Evan Mikesell, as director
of operations, the Debtor reports estimated assets between $500,000
and $1 million and estimated liabilities between $1 million and $10
million.
The Debtor is represented by:
Charity S Bird, Esq.
Kaplan Johnson Abate & Bird LLP
10428 Bluegrass Parkway
Louisville, KY 40299
Tel: (502) 540-8285
Fax: (502) 540-8282
Email: cbird@kaplanjohnsonlaw.com
MILWAUKEE INSTRUMENTS: Hits Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Milwaukee Instruments Inc. filed for chapter 11 protection in the
Eastern District of North Carolina. According to court filing, the
Debtor reports $38,511,176 in debt owed to 50 and 99 creditors. The
petition states funds will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
July 1, 2024 at 10:00 a.m. at Raleigh 341 Meeting Room.
About Milwaukee Instruments Inc.
Milwaukee Instruments Inc. -- https://milwaukeeinstruments.com/ --
is a manufacturer of electrochemical instrumentation for water
analysis to measure pH, Turbidity, Conductivity, Salinity, Total
Acidity, Temperature, Sulphur Dioxide, Chlorine, Ammonia, Chloride,
Phosphate, Iron, etc. The Company has been dedicated to helping
hydroponics and greenhouse growers, winemakers, brewers, pool
service technicians, educators and others. Its instruments are
manufactured in Europe.
Milwaukee Instruments Inc. sought relief under Chapter 11 of the
U.S. Code (Bankr. E.D. N.C. Case No. 24-01757) on May 27, 2024. In
the petition signed by Carl Silvaggio, as president, the Debtor
reports total assets of $990,527 and total liabilities of
$38,511,176.
The Debtor is represented by:
John A. Northen, Esq.
Northen Blue, LLP
2950 Business Park Drive
Rocky Mount, NC 27804-2818
Tel: (919) 948-6823
Fax: (919) 942-6603
Email: jan@nbfirm.com
Debtor's
Financial
Advisor: PKF CLEAR THINKING LLC
MINIMALLY INVASIVE: Hires Iweanoges' Firm, PC as Legal Counsel
--------------------------------------------------------------
Minimally Invasive Vascular Center of Maryland, LLC seeks approval
from the U.S. Bankruptcy Court for the District of Maryland to
employ The Iweanoges' Firm, PC to handle its Chapter 11 case.
The firm will be paid at the rate of $450 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Charles Iweanoge, Esq., a partner at The Iweanoges' Firm, PC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Charles Iweanoge, Esq.
The Iweanoges' Firm, PC
1026 Monroe Street, NE
Washington DC 20017
Tel: (202) 347-7026
Email: cci@iweanogesfirm.com
About Minimally Invasive Vascular
Center of Maryland, LLC
Founded in 2007, The Minimally Invasive Vascular Center is a
vascular care facility, offering access to much needed surgical
treatment of all vascular related diseases.
Minimally Invasive Vascular Center of Maryland, LLC filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Md. Case No. 24-12134) on April 15, 2024. In the
petition signed by Jeffrey Dormu as managing member the Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in liabilities.
Charles Iweanoge, Esq. at THE IWEANOGES' FIRM, PC represents the
Debtor as counsel.
MODIVCARE INC: Moody's Affirms B3 CFR & Rates New 1st Lien Loans B2
-------------------------------------------------------------------
Moody's Ratings affirmed ModivCare Inc.'s B3 Corporate Family
Rating and B3-PD Probability of Default Rating and assigned B2
ratings to the company's first lien senior secured revolving credit
facility due 2028 and new first lien senior secured term loan B due
2031. Concurrently, Moody's downgraded the rating on the company's
senior unsecured global notes due 2029 to Caa2 from Caa1. There is
no change to the rating on the company's senior unsecured global
notes due 2025 which will be withdrawn at the close of the
transaction. The company's Speculative Grade Liquidity ("SGL")
Rating is unchanged at SGL-3. The outlook is maintained at stable.
The rating actions follow ModivCare's proposed new $525 million 1st
lien senior secured term loan due 2031 with proceeds to be used to
fully repay the $500 million global notes due 2025, partly pay down
the revolving credit facility, and to pay fees. The downgrade of
the senior global notes due 2029 reflects further subordination of
these notes due to additional first lien secured debt in the
capital structure.
The affirmation of the B3 CFR reflects ModivCare's high leverage
(6.2x at March 31, 2024 on a Moody's adjusted basis) and Moody's
expectation that ModivCare will make moderate progress deleveraging
over the next 12 to 18 months as new business secured in 2023 ramps
up. The affirmation also reflects Moody's view that ModivCare will
maintain adequate liquidity.
RATINGS RATIONALE
ModivCare's B3 rating is constrained by the company's high
leverage, with Moody's expectation that debt/EBITDA will remain
above 5.5 times over the next 12-18 months, and adequate liquidity.
The rating is also constrained by the company's high reliance on
Medicaid funding, comprising more than 80% of total revenues, and
the risk that state or federal policy changes or budget constraints
will pressure demand or pricing. Membership count in ModivCare's
Non-Emergency Transportation (NEMT) business has come under
pressure as a result of the Medicaid redetermination process. The
NEMT business is subject to margin variability based on utilization
of services and transportation rates. Vulnerability to wage
pressures, high employee turnover and a lack of meaningful barriers
to entry for the non-emergency transportation and personal care
services also constrain the rating.
The rating is supported by the company's good scale with annual
revenues of approximately $2.8 billion, and leading market
positions in both NEMT and home services. Moody's expects the
personal care segment will benefit from favorable industry
dynamics, including an aging population and a general shift towards
home-based care to gain cost efficiencies and provide a better
patient environment.
The outlook is stable. Moody's expects leverage to remain
relatively stable over the next 12-18 months and liquidity to
modestly improve, evidenced by a return to slightly positive free
cash flow.
ModivCare's SGL-3 Speculative Grade Liquidity Rating reflects
Moody's view that liquidity will remain adequate over the next
12-18 months. Pro forma the transaction the company's cash balance
was $10 million at March 31, 2024. Moody's expects free cash flow
to be slightly positive in 2024, although negative in the first
half of 2024, before ramping higher in 2025. Moody's expects both
years to benefit from an easing of working capital pressure tied to
accrued contract payables and receivables in the NEMT segment.
Moody's also expects significantly lower restructuring costs to be
a tailwind in 2024. Higher interest expense, with the $500 million
5.875% global notes due 2025 replaced with a higher cost term loan,
will be a headwind.
Pro forma the transaction, the company had $103 million drawn on
its revolving credit facility at March 31, 2024 (down from $121
million reported at March 31, 2024), and $43 million of letters of
credit outstanding. With this transaction, the minimum quarterly
liquidity requirement under the amended credit agreement is
expected to fall from $100 million to $75 million. Adjusting for
this requirement alone, Moody's estimates $147 million of
availability on the revolving credit facility at March 31, 2024.
However, ModivCare's secured revolver is also subject to maximum
total net leverage and minimum interest coverage covenant which
have moderate headroom. Moody's estimates availability on the
revolving credit facility falls to approximately $130 million based
on the maximum net leverage covenant of 5.5x at June 30, 2024.
Absent EBITDA growth or a reduction in net debt, availability would
fall to approximately $75 million at September 30, 2024, when max
net leverage steps down to 5.25x. Moody's notes that pro forma net
leverage under the credit agreement was approximately 4.9x at March
31, 2024.
The company has a 43.6% minority equity interest in Matrix Medical
Network. Moody's believes that ModivCare's stake in the asset
represents significant value, should the company decide to monetize
it.
The Caa2 rating on the senior unsecured note due 2029 reflects its
structural subordination to the secured debt in the company's
capital structure, comprised of a $325 million revolving credit
facility and $525 million term loan.
Marketing terms for the new credit facilities (final terms may
differ materially) include the following: Incremental pari passu
debt capacity up to $175 million, plus unlimited amounts subject to
the closing date Secured Net Leverage Ratio. There is no inside
maturity sublimit. A "blocker" provision restricts the transfer of
material intellectual property to any non-guarantor subsidiary
(with limited exceptions). No Excluded WD Subsidiary can be
designated as an unrestricted subsidiary. The credit agreement
provides some limitations on up-tiering transactions, requiring
affected lender consent for amendments that subordinate the debt
and liens to any other debt or to liens securing other debt.
ESG CONSIDERATIONS
ModivCare's CIS-4 indicates the rating is lower than it would have
been if ESG risk exposure did not exist. ModivCare has exposure to
both social risks (S-5) and governance considerations (G-4). The
social risks stem from demographic and societal trends, driven by
the company's high reliance on government payors that may be
subject to longer-term budgetary pressure. ModivCare's exposure to
governance risks is primarily driven by its financial policies,
including the company's growth strategy, which have contributed to
the company's high leverage and weakened liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if ModivCare demonstrates improved
liquidity, including a record of consistently strong positive free
cash flow. Ratings could also be upgraded if ModivCare demonstrates
commitment to conservative financial policies evidenced by
debt/EBITDA sustained below 5.5x and improved quality of earnings.
ModivCare's ratings could be downgraded if liquidity deteriorates,
evidenced by sustained negative free cash flow or a significant
reduction in revolver availability. The ratings could also be
downgraded if operational performance deteriorates or the company
experiences significant profit margin pressure.
Headquartered in Denver, ModivCare is the nation's largest provider
of non-emergency medical transportation programs for state
governments and managed care organizations. Within its personal
care segment, the company is a leading provider of non-clinical
home care services to Medicaid patient populations, including
seniors and disabled adults in need of care monitoring and
assistance performing activities of daily living. ModivCare also
provides emergency response systems, vitals monitoring and
medication management. ModivCare generated pro forma revenues of
approximately $2.8 billion for the twelve months ending March 31,
2024.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
MODIVCARE INC: S&P Alters Outlook to Stable, Affirms 'B-' ICR
-------------------------------------------------------------
S&P Global Ratings revised its outlook on ModivCare Inc. to stable
from negative and affirmed its 'B-' issuer credit rating. S&P also
assigned its 'B' issue-level rating and '2' recovery rating to the
new first-lien term loan. The '2' recovery rating indicates its
expectation for substantial recovery (70%-90%; rounded estimate:
80%).
S&P said, "At the same time, due to the significant increase in the
company's senior secured debt, we also lowered our issue-level
rating on its existing senior unsecured notes to 'CCC' from 'B-'
and revised the recovery rating to '6' (0%-10%; rounded estimate:
0%) from '4' (30%-50%; rounded estimate: 35%).
"The stable outlook reflects our expectation that ModivCare will
expand its top-line revenue on new contract wins and a
stabilization of its margins across its non-emergency medical
transportation (NEMT) segment as the headwinds from higher
utilization and Medicaid redetermination abate. The outlook also
reflects our expectation that the company will generate breakeven
to modestly positive FOCF in 2024. We anticipate ModivCare will
maintain S&P Global Ratings-adjusted leverage of 6x-7x in 2024
following the transaction.
"The outlook revision primarily reflects our belief that, if the
proposed transaction is successful, the company will have mitigated
its refinancing risk. ModivCare is issuing a new $525 million
first-lien term loan to refinance its existing $500 million senior
unsecured notes due November 2025. Management will use the
remaining $25 million for transaction fees and breakage expenses
related to the pay down of the notes. If successful, we believe the
transaction will mitigate ModivCare's near-term refinancing risk.
The company's $325 million revolving credit facility had
approximately $121 million drawn on it as of March 31, 2024,
however, covenant restrictions limit the availability through the
end of the year to approximately $90 million, stepping down to
approximately $30 million after Q4 when the covenant tightens to
5.0x. We expect ModivCare will have approximately $100 million of
total available liquidity as of the close of the transaction,
including cash on hand and revolver availability and accounting for
covenant restrictions.
"We expect ModivCare will continue to stabilize its profitability
throughout the year and anticipate it will realize the bulk of the
benefit in the back half of 2024. The company reported weaker
earnings in the first quarter of 2024. However, this was in line
with our previous expectations, given the expected roll-off of some
contracts in its NEMT segment and the lagging rate increases in its
personal care services (PCS) segment (slated to take effect in the
second quarter of 2024). We expect ModivCare will improve its
profitability, especially in the third quarter as the new contracts
in its NEMT segment take effect. We also expect the company will
realize the rest of the effects from the Medicaid redetermination
throughout 2024, including an estimated $30 million reduction in
its EBITDA, which we anticipate it will partly offset with
cost-savings initiatives.
"Underlying these assumptions is our belief there is strong demand
for ModivCare's services and that its scale as the largest provider
in the U.S. provides it with the competitive advantage to win more
contracts than it loses. We think reimbursement in the company's
PCS and NEMT segments will be mostly stable, with increases from
geographies that have not raised rates in recent years. The
realization of cost savings is also critical for the company to
expand its margin in 2024. We believe ModivCare's investments in
technology are starting to generate notable improvements in its
operating metrics related to its customers' use of its app. That
said, our forecast assumes some delay and leakage in management
cost-savings plans. We anticipate the remote patient monitoring
segment will modestly contribute to the company's EBITDA expansion
over our forecast.
"Given the shift in ModivCare's contract mix toward contracts under
the shared risk model, we expect its S&P Global Ratings-adjusted
EBITDA margins will stabilize in the low- to mid-6% range in 2024
and 2025 as the utilization in its NEMT segment returns to
pre-pandemic levels. Therefore, we expect the company's S&P Global
Ratings-adjusted debt to EBITDA will be in the mid- to high-6x
range in 2024 before falling to the low-6x area in 2025.
"As the company continues to stabilize its working capital, we
expect it will generate breakeven to modestly positive FOCF in 2024
and an increased level in 2025. ModivCare's liquidity was pressured
by large working capital swings related to the significant
differences between its contract payables and receivables following
the pandemic in 2022 and 2023. However, the payments the company
has received over the last two years and the shift in its contract
mix toward more shared-risk contacts has closed the gap between its
payables and receivables. Therefore, we expect annual working
capital usage in the $20 million-$40 million range as ModivCare
expands. Combined with the expected improvement in its
profitability, we expect the company will generate moderately
negative S&P Global Ratings-adjusted FOCF in 2024 in the $0-$10
million range (including $25 million of transaction fees and
breakage expenses related to the refinancing), a significant
improvement compared to 2023 where the company generated negative
FOCF in excess of $100 million. We expect ModivCare will generate
positive FOCF in the $30 million-$40 million range in 2025. Based
on these assumptions, we forecast the company's S&P Global
Ratings-adjusted FOCF to debt will be in the -1%-0% range in 2024
before rising to the 2.5%-3.5% range in 2025.
"The stable outlook reflects our expectation that ModivCare will
expand its top-line revenue on new contract wins and a
stabilization of its margins across its NEMT segment as the
headwinds from higher utilization and Medicaid redetermination
abate. The outlook also reflects our expectation that the company
will generate breakeven to modestly positive FOCF in 2024. We
anticipate ModivCare will maintain S&P Global Ratings-adjusted
leverage of 6x-7x in 2024 following the transaction. Furthermore,
the outlook reflects our expectation for improved liquidity and a
stronger working capital performance, as well as our belief that
the company would be able to obtain some additional temporary
covenant relief if needed."
MOUNTAIN DUE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mountain Due, LLC
d/b/a The Melting Pot Bethlehem
1 East Broad Street
Suite 100
Bethlehem, PA 18018
Business Description: The Debtor is a Tampa-based fondue franchise
with multiple restaurants across the U.S.
Chapter 11 Petition Date: June 10, 2024
Court: United States Bankruptcy Court
Eastern District of Pennsylvania
Case No.: 24-11987
Judge: Hon. Patricia M. Mayer
Debtor's Counsel: Albert A. Ciardi, III, Esq.
CIARDI CIARDI AND ASTIN
1905 Spruce Street
Philadelphia, PA 19103
Tel: (215) 557-3550
E-mail: aciardi@ciardilaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Christopher McCarthy as vice president,
authorized signer.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/IRMTVAI/Mountain_Due_LLC_dba_The_Melting__paebke-24-11987__0001.2.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/IJRKSJQ/Mountain_Due_LLC_dba_The_Melting__paebke-24-11987__0001.0.pdf?mcid=tGE4TAMA
MOUNTAINSIDE COAL: Seeks to Hire Dennery PLLC as Counsel
--------------------------------------------------------
Mountainside Coal Company, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Kentucky to employ
Dennery, PLLC as counsel.
The firm's services include:
(a) advising Debtor about their rights, powers and duties as a
debtor in possession;
(b) advising and assisting Debtor with the preparation of the
petition, schedules, and statements of financial affairs;
(c) analyzing the claims of the creditors, and negotiate with
such creditors;
(d) investigating the acts, conduct, assets, rights,
liabilities and financial condition of the debtor and the debtor's
business;
(e) advising and negotiating the sale of any or all assets of
the Debtor;
(f) investigating, filing and prosecuting any claims behalf of
the estate;
(g) drafting and proposing a plan of reorganization;
(h) appearing for the Debtor and Debtor in Possession at any
hearings, conferences, and other proceedings;
(i) preparing and/or reviewing motions, applications, proposed
orders, and other documents filed with the Court;
(j) initiating any appropriate proceedings to avoid
prepetition transfers and/or recover assets for the benefit of the
estate; and
(k) delivering any and all other legal services as may be
required that are in the best interest of the estate or the
creditors.
The firm will be paid at these rates:
Attorneys $150 to $300 per hour
Paralegals $100 per hour
The firm has been paid $5,000 as an availability retainer on May 6,
2024, and $20,000 as a classic retainer on May 15, 2024.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
J. Christian A. Dennery, Esq., a partner at Dennery, PLLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
J. Christian A. Dennery, Esq.
Dennery, PLLC
7310 Turfway Rd, Suite 550
Florence, KY 41042
Tel: (859) 445-5495
Fax: (859) 286-6726
Email: jcdennery@dennerypllc.com
About Mountainside Coal Company, Inc.
Mountainside Coal Company, Inc., sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. M.D.N.C. Case No. 24-50161) on
March 1, 2024, with $10,000,001 to $50 million in assets and
liabilities.
Judge Lena M. James oversees the case.
The Debtor tapped Philip Sasser, Esq., at Sasser Law Firm and David
Jorjani, Esq., at Jorjani Law Office as counsel.
MOXI ENTERPRISES: Bid to Use Cash Collateral Denied
---------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, denied as moot the motion to use cash collateral filed by
Moxi Enterprises, LLC given the confirmation of the Debtor's
Chapter 11 Plan.
The hearing scheduled for June 13, 2024 at 10:30 A.M. is cancelled.
A copy of the order is available at https://urlcurt.com/u?l=4W2ka7
from PacerMonitor.com.
About Moxi Enterprises, LLC
Moxi Enterprises, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02420) on June
12, 2023. In the petition signed by Kevin P Farrell, CEO, the
Debtor disclosed up to $1 million in assets and up to $10 million
in liabilities.
Judge Caryl E. Delano oversees the case.
Alberto F. Gomez, Jr., Esq., at Johnson, Pope, Bokor, Ruppel and
Burns, LLP, represents the Debtor as legal counsel.
MRRC HOLD: June 14 Deadline Set for Panel Questionnaires
--------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors
in the bankruptcy cases of MRRC Hold Co., et al.
If a party wishes to be considered for membership on any official
committee that
is appointed, it must complete a questionnaire available at
https://tinyurl.com/ynh63rrn and return by email it to Linda
Richendefer - Linda.Richendefer@usdoj.gov - at the Office of the
United States Trustee so that it is received no later than 4:00
p.m., on June 14, 2024.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it
may schedule a meeting or telephone conference for the purpose of
forming a committee.
About MRRC Hold
MRRC Hold Co. (d/b/a Rubio's) is a Mexican restaurant chain
specializing in fish tacos. Rubio's has locations across
California, Arizona and Nevada.
MRRC Hold Co. and two of its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 24-11164) on June 5, 2024. In the petition signed by Nicholas
D. Rubin as chief restructuring officer, MRRC Hold disclosed $10
million to $50 million in assets and $100 million to $500 million
in liabilities.
Judge Craig T. Goldblatt oversees the cases.
The Debtors tapped Whiteford, Taylor & Preston LLC as Delaware
bankruptcy counsel and Raines Feldman Littrell LLP as general
bankruptcy counsel. Force Ten Partners LLC represents the Debtors
as CRO provider. Hilco Corporate Finance LLC acts as investment
banker to the Debtors, while Hilco Real Estate LLC acts as real
estate consultant and advisor. Bankruptcy Management Solutions,
Inc. dba Stretto serves as claims and noticing agent to the Debtor.
MY CITY: Incurs $81K Net Loss in Third Quarter
----------------------------------------------
My City Builders, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $81,368 on $15,877 of total revenue for the three months ended
April 30, 2024, compared to a net loss of $57,866 on $12,249 of
total revenue for the three months ended April 30, 2023.
For the nine months ended April 30, 2024, the Company reported a
net loss of $1.17 million on $35,645 of total revenue, compared to
a net loss of $131,069 on $40,073 of total revenue for the nine
months ended April 30, 2023.
As of April 30, 2024, the Company had $1.77 million in total
assets, $1.81 million in total liabilities, and a total
stockholders' deficit of $38,483.
As of April 30, 2024, the Company had an accumulated deficit of
$3,220,171.
My City said, "In order to continue as a going concern, the Company
will need, among other things, additional capital resources.
Management's plans to raise necessary funding through equity
financing arrangements may be insufficient to fund its capital
expenditures, working capital and other cash requirements for the
year ended July 31, 2024. However, until the Company engages in an
active business or makes an acquisition, the Company is likely to
not be able to raise any significant debt or equity financing.
"The ability of the Company to begin operations in its new business
model is dependent upon, among other things, obtaining financing to
commence operations and develop a business plan or making an
acquisition. The Company cannot give any assurance as to its
ability to develop or acquire a business or to operate profitably.
"These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1556801/000164033424000941/jrvs_10q.htm
About My City
Headquartered in Miami, FL, My City Builders, Inc., through its
subsidiary, plans to focus on real estate transactions, in which it
will buy and develop real estate for sale or rent of low-income
housing. The Company plans to invest in three sectors of this
market by (i) buying, refurbishing, and selling traditional
foreclosures, (ii) buying, developing and renting "Land Banks" that
have an average pool of homes or lots in excess of 100 in one
location, and (iii) buying, refurbishing or developing and selling
homes made available by the government through HECM pools.
Diamond Bar, California-based KCCW Accountancy Corp., the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated Nov. 14, 2023, citing that the Company has incurred
losses from operations and is in need of additional capital to grow
its operations so that it can become profitable. These factors
raise substantial doubt about the Company's ability to continue as
a going concern.
NASHVILLE SENIOR: Quality of Care Improved, PCO Report Says
-----------------------------------------------------------
Jackie DeGenova, the court-appointed patient care ombudsman, filed
her report concerning the quality of care provided to the residents
of Nashville Senior Care, LLC and its affiliates.
A certified long-term care ombudsman has visited the Friendship
Village Dayton Nursing Home approximately biweekly since the
appointment as PCO.
The PCO cited that key administrative roles have remained stable
since the previous update. While staffing concerns are still
present, the ombudsman noted some slight improvement since
additional staff were hired in March. Some residents have expressed
an improvement in the quality of the meals served.
A certified long-term care ombudsman has visited Hyde Park Health
Center and Gardens of Oakley Residential Care Facility
approximately biweekly since the appointment as PCO.
The PCO observed that staff retention and resident care appears to
have improved since the previous update. Per interviews and
observations of residents, the presence of widespread areas of
concern impacting quality of care has not been detected in the
previous 60 days.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=U715dy from Stretto, Inc., claims agent.
About Nashville Senior Care
Nashville Senior Care, LLC and affiliates are comprised of five
senior living communities and one Medicare-certified home health
agency affiliated with the Trousdale Foundation. All of the real
estate associated with the senior living communities is owned by
the Debtors.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Tenn. Lead Case No. 23-02924) on Aug.
14, 2023. In the petitions signed by Thomas Johnson, executive
director, Nashville Senior Care disclosed $50 million to $100
million in assets and $100 million to $500 million in liabilities.
Judge Marian F. Harrison oversees the cases.
The Debtors tapped McDonald Hopkins LLC as general bankruptcy
counsel; EmergeLaw, PLC as co-counsel; and Houlihan Lokey Capital,
Inc. as investment banker. Stretto, Inc. is the notice, claims and
balloting agent.
On Aug. 31, 2023, the U.S. Trustee for Region 8 appointed an
official committee of unsecured creditors in these Chapter 11
cases. The committee tapped Womble Bond Dickinson (US), LLP and
Dunham Hildebrand, PLLC as legal counsel, and Rock Creek Advisors,
LLC as financial advisor.
Terri Cantrell is the patient care ombudsman appointed in the
Debtors' Chapter 11 cases.
NATIONAL SIGNS LLC: Dives in Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
On May 24, 2024 National Signs LLC filed for chapter 11 protection
in the Southern District of Texas. According to court filing, the
Debtor reports $9,379,206 in debt owed to 100 and 199 creditors.
The petition states funds will not be available to unsecured
creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
July 2, 2024 at 10:00 a.m. US Trustee Houston Teleconference.
About National Signs LLC
National Signs LLC is a signage and architectural accents provider
for businesses and organizations. The Debtor is a U.S. distributor
of digital displays, Daktronics scoreboards, LED displays, digital
signs, digital boards, monument signs, and electronic message
centers.
National Signs LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-32403) on May 24,
2024. In the petition signed by Gabriel Medina, as controller, the
Debtor reports total assets of $5,500,556 and total liabilities of
$9,379,206.
The Debtor is represented by:
Richard L Fuqua, II, Esq.
Fuqua & Associates, PC
National Signs, LLC
2611 El Camino St
Houston, TX 77054
Tel: (713) 960-0277
Email: RLFuqua@FuquaLegal.com
NEVADA COPPER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Nevada Copper, Inc.
61 E. Pursel Lane
P.O. Box 1640
Yerington, NV 89447
Business Description: The Debtors have been in the business of
mining copper, and other minerals, and
operating a processing plant that refines
copper ore into copper concentrate, with the
bulk of the Debtors' operations focused on
their Pumpkin Hollow project, which is
located outside of Yerington, Nevada. The
Project, which contains substantial mineral
reserves and resources, including not only
copper, but gold, silver, and iron
magnetite, consists of an underground mine
and processing facility, together with an
open-pit project that is in the pre-
feasibility stage of development.
Chapter 11 Petition Date: June 10, 2024
Court: United States Bankruptcy Court
District of Nevada
Six affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Nevada Copper, Inc. (Lead Case) 24-50566
Nevada Copper Corp. 24-50567
NC Ditch Company LLC 24-50568
NC Farms LLC 24-50569
Lion Iron Corp. 24-50570
0607792 British Columbia Ltd. 24-50571
Debtors'
General
Bankruptcy
Counsel: Fredric Sosnick, Esq.
Sara Coelho, Esq.
ALLEN OVERY SHEARMAN STERLING US LLP
599 Lexington Avenue
New York, New York 10022
Tel: (212) 848-4000
Email: fsosnick@aoshearman.com
sara.coelho@aoshearman.com
Debtors'
Nevada
Bankruptcy
Counsel: Ryan J. Works, Esq.
Amanda M. Perach, Esq.
MCDONALD CARANO LLP
2300 West Sahara Avenue, Suite 1200
Las Vegas, NV 89102
Tel: (702) 873-4100
Email: rworks@mcdonaldcarano.com
aperach@mcdonaldcarano.com
Debtors'
Financial &
Restructuring
Advisor: ALIXPARTNERS LLP
Debtors'
Special
Canadian &
Corporate
Counsel: TORYS LLP
Debtors'
Financial
Advisor &
Investment
Banker: MOELIS & COMPANY LLC
Debtors'
Notice &
Claims Agent and
Administrative
Advisor: EPIQ CORPORATE RESTRUCTURING, LLC
Estimated Assets: $500 million to $1 billion
Estimated Liabilities: $100 million to $500 million
The petitions were signed by Gregory J. Martin as EVP and CFO.
Full-text copies of four of the Debtors' petitions are available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/W75VNGA/NEVADA_COPPER_INC__nvbke-24-50566__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/XFIPUHA/NEVADA_COPPER_CORP__nvbke-24-50567__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/XOC2QQY/NC_DITCH_COMPANY_LLC__nvbke-24-50568__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/XV4G3KY/NC_FARMS_LLC__nvbke-24-50569__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/X6GL7JQ/LION_IRON_CORP__nvbke-24-50570__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/UHZVX4A/607792_BRITISH_COLUMBIA_LTD__nvbke-24-50571__0001.0.pdf?mcid=tGE4TAMA
List of Lead Debtors' 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Small Mine Development LLC Services $5,549,741
670 E. Riverpark Lane, Suite 100
Boise, ID 83706
USA
Cody Birch, CPA
Phone: 208-338-8880
Fax: 208-338-8881
Email: CBirch@undergroundmining.com
2. RAM Enterprises Services $3,879,456
1225 West Main Street
Elko, NV 89801
USA
Laila Miguel, CFO
Phone: 775-738-3997 ext. 100
Fax: 775-738-4226
Email: lmiguel@ram-enterprise.com
3. NV Energy Services $1,501,918
6226 W. Sahara Ave.
Las Vegas, NV 89146
USA
Josia Galliett, Major Acct. Executive
Phone: 775-834-5742
Email: Josia.Galliett@nvenergy.com
4. Lyon County Treasurer Services $1,355,115
27 South Main Street
Yerington, NV 89447
USA
Josh Foli, Comptroller
Phone: 775-463-6510
Email: jfoli@lyon-county.org
5. Caterpillar Financial SARL Services $1,132,922
2120 West End Ave.
Nashville, TN 37203
USA
Roman Mebert, Director, Structured Finance
Phone: +41-043-222-6141
Email: +41-043-222-6140
6. Boart Longyear Company Services $1,021,713
2455 South 3600 West
West Valley City, Utah 84119
USA
Jen Connor, Contracts Administrator
Phone: 801-952-8486
Email: jennifer.connor@boartlongyear.com
7. Cashman Equipment Company Services $830,891
3300 Saint Rose Parkway
Henderson, NV, 89052
USA
Michele McLean, Credit Mining Rep
Phone: 775-778-6590
Email: michelemclean@cashmanequipment.com
8. Epiroc Financial Services $816,473
Solutions USA LLC
7 Campus Drive, Suite 200
Parsippany, NJ 7054
USA
Nashiba Walker, Contract Manager
Phone: 972-414-7562
Email: nashiba.walker@epiroc.com
9. Epiroc USA LLC Services $791,675
3700 East 68th Avenue
Commerce City, CO 80022
USA
Cindy Minch, Credit & Collections Mgr.
Phone: 800-284-2373
Email: cindy.minch@epiroc.com
10. Western Nevada Supply Services $586,670
950 S. Rock Blvd
Sparks, NV 89431
USA
Greg Coppola, Sales
Phone: 775-223-2849
Email: gcoppola@goblueteam.com
11. FLSmidth Services $508,985
Dept. 3238 PO Box 123238
Dallas, TX 75312-3238
USA
Stacie Reeves, Sales
Phone: (801) 758-5778
Email: stacie.reeves@flsmidth.com
12. Southwest Energy LLC Services $462,122
2040 West Garner Lane
Tucson, AZ 85705
USA
Jenine Dalrymple, CFO
Phone: 520-696-9495
Email: JDalrymple@swenergy.com
13. Dumas Contracting USA, Inc. Services $418,661
865 Mountjoy South
Timmins, ON P4N 7W7
CAN
Lola Prela, CFO
Phone: +1 416-594-4665
Email: lprela@dumasmining.com
14. Tech-Flow, LLC Services $394,105
P.O. Box 219
Layton, UT 84041
USA
Willie Church, Outside Sales Representative
Phone: 801-444-9900
Email: willie@tech-flow.com
15. Jennmar Corporation of Utah. Inc. Services $332,866
258 Kappa Drive
Pittsburgh, Pennsylvania 15238
USA
Tony Hruska, Credit Manager
Phone: 412-963-5423
Email: ahruska@jennmar.com
16. Nevada Cement Co. Services $326,651
P.O. Box 840, I-80 @ Exit 46
Fernley, NV 89408-0840
USA
Jared Kupcak, VP, Operations
Phone: 775-575-2281
Fax: 775-575-4387
Email: Jkupcak@nevadacement.com
17. Savage Services Corporation Services $318,482
901 West Legacy Center Way
Midvale, UT 84047
USA
Daniel Price , VP Business Development
Phone: 219-322-0004
Email: danielprice@savageservices.com
18. Jim Menesini Petroleum Products Services $282,988
817 27 Bulk Plant Road
Yerington, NV 89447
USA
Jim Menesini, Owner
Phone: 775-530-0009
Email: jim.76petroleum@gmail.com
19. NewField Companies, LLC Services $242,687
1349 W. Peachtree St. NW, Ste 1950
Atlanta, GA 30309
USA
James Sullivan, Sr. Project Manager/Associate
Phone: 720-508-3300
Email: jsullivan@newfields.com
20. Guy F. Atkinson Construction, LLC Services $195,722
7509 Menchaca Rd., Bldg 3, Suite 303
Austin, TX 78745
USA
Brian Barker, Project Sponsor
Phone: 240-383-0066
Email: brian.barker@atkn.com
NEVADA COPPER: Files Voluntary Chapter 11 Bankruptcy Petition
-------------------------------------------------------------
Nevada Copper Corp. and its subsidiaries on June 10 announced that
they have filed a voluntary petition for relief under Chapter 11 of
the United States Bankruptcy Code in the Bankruptcy Court of the
District of Nevada. As disclosed in recent news releases and
securities filings, the Company was in discussions with its key
stakeholders and other parties to obtain funding and/or enter into
a change of control transaction. However, those discussions have
failed to result in obtaining such funding or other transaction,
and the Company has been unable to secure additional interim
funding from its key stakeholders. As a result, the Company is
unable to continue carrying on business.
In conjunction with the Chapter 11 filings, the Company requested
customary relief to support its employees and critical vendors
during the bankruptcy process. As part of this relief, the Company
is asking the Court for permission to continue to pay employee
salaries and wages, and to continue other benefit programs
regardless of whether amounts were owing prior to the commencement
of the Chapter 11 case. The Company has received a commitment for
US$60 million debtor-in-possession financing to provide liquidity
through the restructuring period, of which the Company is asking
that US$20 million would be available on an interim basis. The
Company is seeking approval from the U.S. Bankruptcy Court for the
DIP financing.
Through the restructuring process, the Company does not expect to
continue operations, but does intend to take steps to preserve and
protect its assets. The Company plans to conduct its activities as
a "debtor in possession" under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code and the orders of the Bankruptcy Court.
The Company also announced the appointment of Tom Albanese as Chair
of its Board of Directors and the resignation of Randy Buffington
as President & Chief Executive Officer and as a director. The Board
of Directors thanks Mr. Buffington for his service to the Company.
Nevada Copper has retained Allen Overy Shearman Sterling US LLP,
Torys LLP and McDonald Carano LLP as legal counsel in connection
with these matters. Moelis & Company LLC has been retained as
financial advisor and AlixPartners as restructuring advisor.
About Nevada Copper
Nevada Copper (TSX: NCU) is the owner of the Pumpkin Hollow copper
project located in Nevada, USA with substantial reserves and
resources including copper, gold and silver. Its two fully
permitted projects include the high-grade Underground Mine and
processing facility and a large-scale open pit PFS stage project.
NEW RUE21: Completes Sale of Assets to YM Inc.
----------------------------------------------
New rue21 Holdco, Inc. announced in a filing with the U.S.
Bankruptcy Court for the District of Delaware the closing of the
sale of its assets to YM Inc. (Sales) on May 31.
The transaction was consummated after the bankruptcy court on May
31 approved the company's stalking horse agreement with YM.
Under the deal, YM offered to buy the assets of New rue21 and its
subsidiaries for a total consideration of not less than $3.95
million, plus certain assumed liabilities.
YM also committed to pay $6,500 per store at which it has
identified additional furniture, fixtures and equipment that it
wishes to acquire in accordance with the terms of the stalking
horse agreement.
New rue21 previously put the assets up for bidding but did not
receive qualified bids, other than the stalking horse bid from YM,
by the May 28 deadline. As a result, the company cancelled the
auction on May 29.
About New rue21 Holdco
New rue21 Holdco, Inc. is a specialty fashion destination that
offers comfortable, trendy, and practical apparel and accessories
for all genders. With locations across the United States, rue21 is
well known for promoting the latest trends at an affordable price
that does not require its customers to sacrifice style for
savings.
New rue21 Holdcoand its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
24-10939) on May 2, 2024. In the petition signed by Michele Pascoe
as interim chief executive officer, New rue21 Holdcoand disclosed
up to $100 million to $500 million in both assets and liabilities.
Hon. Brendan Linehan Shannon oversees the cases.
The Debtors tapped Willkie Farr & Gallagher, LLP as general
bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as
Delaware bankruptcy counsel; Riveron Consulting, LLC as
restructuring advisor; and Kroll Restructuring Administration, LLC
as notice, claims, solicitation and balloting agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
Lowenstein Sandler, LLP and Dundon Advisers, LLC serve as the
committee's legal counsel and financial advisor, respectively.
NO LIMITS AVIATION: Seeks Chapter 11 Bankruptcy Protection
----------------------------------------------------------
No Limits Aviation Inc. filed for chapter 11 protection in the
District of Idaho. According to court filing, the Debtor reports
between $500,000 and $1 million in debt owed to 1 and 49 creditors.
The petition states funds will be available to unsecured
creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
June 20, 2024 at 9:00 a.m. in Room Telephonically.
About No Limits Aviation Inc.
No Limits Aviation Inc. -- https://nolimitsaviation.com/ -- is a
flight school in Idaho.
No Limits Aviation Inc. sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Idaho Case No. 24-20183)
on May 24, 2024. In the petition signed by Shane Rogers, as
president, the Debtor reports estimated assets and liabilities
between $500,000 and $1 million each.
The Honorable Bankruptcy Judge Noah G. Hillen handles the case.
The Debtor is represented by:
Matthew T. Christensen, Esq.
Johnson May, PLLC
10390 N. Sensor Ave
Hayden, ID 83835
NORTHERN DYNASTY: Files Motion to Modify its EPA Veto Complaint
---------------------------------------------------------------
Northern Dynasty Minerals Ltd. and 100%-owned U.S.-based subsidiary
Pebble Limited Partnership announced June 10, 2024, they have filed
a motion for leave to file an amended complaint in the federal
district court in Alaska to reverse the U.S. Army Corps ("USACE")
decision to deny the project a permit.
Ron Thiessen, president and CEO of Northern Dynasty, said "It is
important to understand that this is not a new lawsuit. It is
simply an amendment of the complaint we filed against the
Environmental Protection Agency ("EPA") by adding the USACE as
another defendant. We think this substantially strengthens the
existing case by focusing directly on the permit denial which was
an underlying reason for the EPA veto."
On March 15, 2024, Northern Dynasty and PLP filed an action in
federal district court in Alaska seeking to overturn EPA's veto of
the Pebble Project. On June 7, 2024, both parties filed a motion
to add the USACE as a defendant to that case, and to amend the
complaint to claim that the denial of the Pebble permit was
unlawful as clearly set out in the USACE Remand Order. And the EPA
preemptive veto is based on the fabrications of the permit denial,
again, as highlighted in the Remand Order.
On Nov. 25, 2020, the USACE denied the Pebble Partnership's permit
application that would have allowed it to move forward with the
proposed mine development project. PLP filed an administrative
appeal of that denial. In April 2023, the matter was remanded to
the Anchorage office of the USACE requiring that it reconsider the
permit denial due to a number of significant errors in the original
denial. On April 15, 2024, the USACE refused to reconsider the
denial as ordered by the Administrative Appeal Hearing Officer,
stating it had done so because the project had been vetoed by EPA.
Mr. Thiessen said, "We believe the EPA veto and the USACE permit
denial were both undertaken entirely for political reasons and are
contrary to the factual record, especially USACE's own
environmental analysis, the Final Environmental Impact Statement
("FEIS"), which only supports granting a permit and does not
support issuing a veto. We believe both decisions will be reversed
by the court, which relies on the factual record to make
decisions."
The Pebble Partnership's amended complaint claims that the USACE
must complete the reconsideration of its permit denial as ordered
by the hearing officer. In addition, the complaint alleges that
the permit denial was unlawful because it reached conclusions
contrary to the those determined and described in detail in the
FEIS, including that the project might damage the Bristol Bay
fishery when USACE's scientific review set forth in the FEIS had
found just the opposite, and that there was risk of a catastrophic
failure of the tailings facility when the FEIS concluded the
opposite.
Mr. Thiessen continued, "These are only two examples of more than a
dozen conclusions that are contradicted by the record in this
matter including, at its core, the FEIS and the environmental
analysis that the government itself facilitated. In fact, the
hearing officer remanded the permit denial to the Anchorage Office
because of these exact errors. The real absurdity of the
government's position is the closed loop, circular logic, where the
EPA relies on fabrications of the USACE, which have been shown to
be erroneous and unsubstantiated, while the veto action of the EPA
is now being used as an excuse by the USACE not to go back and fix
those factually unsupported assertions. We reiterate that these
decisions were politically motivated. We look forward to the
litigation putting the permitting process back on course."
Mr. Thiessen concluded, "The permitting process (primarily the
Environmental Policy Act and related laws and regulations) is
designed to help regulators make better decisions by removing
politics and emotion, instead considering the findings of the
extensive environmental studies and engineering work (science and
facts) required in the process. When they choose to ignore these
laws, regulations, studies and engineering works, we, as a mining
industry, need to use the courts to right those wrongs. Although
it is unfortunate that permitting in America too often requires
litigation, that's what happens when the government agencies stop
being unbiased regulators and instead act as advocates for special
interest groups."
About Northern Dynasty Minerals Ltd.
Northern Dynasty is a mineral exploration and development company
based in Vancouver, Canada. Northern Dynasty's principal asset,
owned through its wholly owned Alaska-based U.S. subsidiary, Pebble
Limited Partnership, is a 100% interest in a contiguous block of
1,840 mineral claims in Southwest Alaska, including the Pebble
deposit, located 200 miles from Anchorage and 125 miles from
Bristol Bay. The Pebble Partnership is the proponent of the Pebble
Project.
Vancouver, Canada-based Deloitte LLP, the Company's auditor since
2009, issued a "going concern" qualification in its report dated
April 1, 2024, citing that the Company incurred a consolidated net
loss of $21 million during the year ended December 31, 2023 and, as
of that date, the Company's consolidated deficit was $697 million.
These conditions, along with other matters, raise substantial doubt
about its ability to continue as a going concern.
NUWELLIS INC: All Seven Proposals Passed at Annual Meeting
----------------------------------------------------------
Nuwellis, Inc. disclosed in a Form 8-K filed with the Securities
and Exchange Commission that at the annual meeting of stockholders
of the Company held on June 6, 2024, the stockholders:
(i) elected Maria Rosa Costanzo, M.D. and Archelle Georgiou,
M.D.
as Class II director to serve three-year terms;
(ii) approved an amendment to the Company's Fourth Amended and
Restated Certificate of Incorporation, as amended, to
effect
a reverse split of the Company's outstanding common stock
at
a ratio in the range of 1-for-5 to 1-for-70, to be
determined
at the discretion of the Company's Board of Directors,
whereby each outstanding 5 to 70 shares of common stock
would
be combined, converted and changed into 1 share of the
Company's common stock, to enable the Company to comply
with
the Nasdaq Stock Market's continued listing requirements;
(iii) approved, on an advisory basis, the compensation of the
Company's named executive officers as disclosed in the
Annual
Meeting proxy statement;
(iv) approved, on an advisory basis, every three years for the
advisory vote on the compensation of the Company's named
executive officers;
(v) ratified the appointment of Baker Tilly US, LLP as the
Company's independent registered public accounting firm for
the year ending Dec. 31, 2024;
(vi) approved, for the purpose of complying with the applicable
provisions of Nasdaq, the anti-dilution provisions set
forth
in the Company's common warrants issued to institutional
investors in connection with the Company's offering that
closed on April 30, 2024; and
(vii) authorized one or more adjournments of the Annual Meeting
to
solicit additional proxies in the event there were
insufficient votes to approve Proposal 2 and Proposal 6.
In light of such result, the board of directors has determined that
the Company will include an advisory stockholder vote on executive
compensation in its proxy materials every three years until the
next required vote on such frequency is conducted.
About Nuwellis Inc.
Eden Prairie, Minn.-based Nuwellis, Inc. is focused on developing,
manufacturing, and commercializing medical devices used in
ultrafiltration therapy, including the Aquadex System. The Aquadex
SmartFlow system is indicated for temporary (up to eight hours) or
extended (longer than 8 hours in patients who require
hospitalization) use in adult and pediatric patients weighing 20 kg
or more whose fluid overload is unresponsive to medical management,
including diuretics.
Minneapolis, Minn.-based Baker Tilly US, the Company's auditor
since 2017, issued a "going concern" qualification in its report
dated March 11, 2024, citing that the Company has recurring losses
from operations, an accumulated deficit, expects to incur losses
for the foreseeable future and needs additional working capital.
These are the reasons that raise substantial doubt about its
ability to continue as a going concern.
NUWELLIS INC: Faces Possible Nasdaq Delisting
---------------------------------------------
Nuwellis, Inc. reported in a Form 8-K filed with the Securities and
Exchange Commission that on June 5, 2024, it received a letter from
the Listing Qualifications Department of the Nasdaq Stock Market
indicating the Company's continued non-compliance with Nasdaq
Marketplace Rule 5550(a)(2). The Notice further informed the
Company that the Company's common stock would be delisted from The
Nasdaq Capital Market unless the Company appeals the Staff's
delisting determination by requesting a hearing before the Nasdaq
Hearings Panel. The Company's request for a hearing will stay any
further delisting action by the Staff pending the ultimate outcome
of the hearing. The Company's common stock will remain listed and
eligible for trading on Nasdaq at least pending the ultimate
conclusion of the hearing process.
As previously reported, on Dec. 13, 2023, the Company received a
letter from Nasdaq notifying the Company that, because the closing
bid price for its common stock had been below $1.00 per share for
30 consecutive trading days, it was not compliant with the Minimum
Bid Price Requirement. In accordance with Nasdaq Marketplace Rule
5810(c)(3)(A), the Company had a period of 180 calendar days from
Dec. 7, 2023, or until June 4, 2024, to regain compliance with the
Minimum Bid Price Requirement. If at any time before June 4, 2024,
the closing bid price of the Company's common stock closed at or
above $1.00 per share for a minimum of 10 consecutive trading days
(which number days may be extended by Nasdaq), Nasdaq would provide
written notification that the Company had achieved compliance with
the Minimum Bid Price Requirement, and the matter would be
resolved. The Notice from the Staff informed the Company that the
Staff had determined that the Company has not regained compliance
with the Minimum Bid Price Requirement and is not eligible for a
second 180-day compliance period, due to the Company's previously
reported failure to comply with the $5,000,000 minimum
stockholders' equity requirement for initial listing on The Nasdaq
Capital Market as required under Listing Rule 5505(b)(1).
The Company intends to request a hearing before the Panel on or
before 4:00 p.m. Eastern Time on June 12, 2024, which will
automatically stay the suspension of trading in the Company's
securities pending the Panel's decision. The Company also intends
to seek an extended stay pending the hearing, although no assurance
can be provided that such an extension would be granted.
The Company said it is working to evidence compliance with Minimum
Bid Price Requirement for continued listing on the Nasdaq Capital
Market and intends to submit a plan to that effect to the Panel as
part of the hearing process; however, there can be no assurance the
Panel will grant any request for continued listing or that the
Company will be able to regain compliance with the applicable
listing criteria within the period of time that may be granted by
the Panel.
Further, as previously reported on its Current Report on Form 8-K,
on May 29, 2024, the Staff notified the Company that it did not
comply with the $2.5 million minimum stockholders' equity
requirement, as set forth in Nasdaq Listing Rule 5550(a)(2). As a
result, the Staff requested that the Company provide a plan of
compliance by July 8, 2024. However, pursuant to Nasdaq Listing
Rule 5810(d)(2), this deficiency now becomes an additional basis
for delisting, and as such, the Company intends to address these
concerns before a Panel.
There can be no assurance that the Company will ultimately regain
compliance and remain listed on Nasdaq.
About Nuwellis Inc.
Eden Prairie, Minn.-based Nuwellis, Inc. is focused on developing,
manufacturing, and commercializing medical devices used in
ultrafiltration therapy, including the Aquadex System. The Aquadex
SmartFlow system is indicated for temporary (up to eight hours) or
extended (longer than 8 hours in patients who require
hospitalization) use in adult and pediatric patients weighing 20 kg
or more whose fluid overload is unresponsive to medical management,
including diuretics.
Minneapolis, Minn.-based Baker Tilly US, the Company's auditor
since 2017, issued a "going concern" qualification in its report
dated March 11, 2024, citing that the Company has recurring losses
from operations, an accumulated deficit, expects to incur losses
for the foreseeable future and needs additional working capital.
These are the reasons that raise substantial doubt about its
ability to continue as a going concern.
OBERWEIS DAIRY: PE Firm Hoffmann Family Wins Bankruptcy Auction
---------------------------------------------------------------
John Meadows of Patch reports that Winnetka's largest property
owner is set to take over the bankrupt Oberweis Dairy and its chain
of ice cream stores.
Family-owned Winnetka private equity firm the Hoffmann Family of
Companies, through its Wilmette-based investment arm Osprey
Capital, was the top bidder for the west suburban family-owned
dairy at bankruptcy auction Wednesday.
The undisclosed, winning bid, which now requires a sign-off from a
bankruptcy judge to be complete, was somewhere north of $20
million.
Hoffmann was founded by billionaire David Hoffmann, who spent time
on a dairy farm and whose father drove a milk truck when he was a
child in Missouri. He stepped down as CEO in 2022 and named his two
sons, Geoff and Greg, as co-CEOs.
"We are thrilled to write the next chapter of the company's story
with the wonderful employees at Oberweis Dairy," Geoff Hoffmann
said in a statement. "Their dedication and passion for delivering
exceptional dairy products align perfectly with our values."
Oberweis Dairy was founded in 1927 and opened its first ice cream
shop in Aurora in 1951. It opened its North Aurora headquarters and
plant in 1996.
In 2007, Illinois Republican politician Jim Oberweis turned the
company over to his son Joe, the fourth generation of Oberweis to
lead the dairy. He resigned in May 2023 and the family hired a firm
to manage the sale of the business in October 2023. Last month, the
company filed for Chapter 11 bankruptcy protection.
"At Oberweis, we, like many companies, have been forced to make
some very difficult decisions related to the structure of our
company," company officials said in a statement. "These difficult
decisions are always made with full consideration of other options
and with an eye towards the best future of our company."
Adam Klaber, who was promoted from Oberweis's chief operating
officer to president earlier this year, detailed the various
challenges and missteps that brought down the dairy in a
declaration in support of the bankruptcy petition.
They include an ill-fated expansion into Asian markets, ineffective
marketing, inexperienced managers, inadequate investment and
underutilization of its manufacturing facilities, poor cost
management, unpopular amber bottles and a failure to respond
quickly enough to the increasing popularity of organic milk and
plant-based dairy alternatives.
Kraber said the dairy's move into home delivery during the COVID-19
pandemic led to an increase in revenue from $79 million in 2019 to
a record $116 million in 2020. The company received a $5.67 million
federal coronavirus relief loan that year, which was forgiven in
2021.
The dairy then invested in expanding its delivery business into
steaks and seafood and spent heavily to try to gain new business in
Texas, buying a fleet of delivery trucks and a new production line
to produce milk in smaller, quart-sized glass bottles in addition
to the company's signature half-gallon glass offerings, according
to Klaber.
"Unfortunately, many of these uses of capital proved to be
ineffective," Klaber said in the April 15 declaration.
"Instead of boosting sales, the expansion of the Home Delivery
Segment’s product line diluted the [Oberweis Dairy's] reputation
as a seller of premium dairy products," he said, "the new delivery
routes did not add nearly as many customers as expected; and many
of the new delivery trucks, milk crates, and bottles sat
underutilized, including many of the new quart-size
bottles—approximately $100,000 of which still have not been
used."
Hoffmann, which is known for acquiring family-owned businesses, is
expected to keep Oberweis's current management team in place.
Company officials said they planned to make "strategic investments"
throughout the dairy, including efforts to streamline operations
and expand capabilities of its North Aurora plant.
In a statement after Wednesday's auction, Klaber said company
officials looked forward to the future with Hoffmann.
"Our exceptional product set, accompanied by a brand that stands
for quality that is second to none, is the foundation for our team
members and company to write its next chapter," the company
president said.
In addition to the North Aurora production facility, the dairy
operates 40 stores across four states. Nine of those ice cream
shops also include a "That Burger Joint" or "Woodgrain Pizzeria"
store inside the same buildings.
As part of its bankruptcy filing, Oberweis had to issue a notice of
possible plant closure to its employees at its plant.
"A heartfelt thank you to the team members at Oberweis who stuck
with the company through this difficult period," said Geoff
Hoffmann, who intends to keep the plant running. "Together, we will
build a stronger, more resilient future for Oberweis Dairy."
About Oberweis Dairy
Oberweis Dairy, Inc. is a dairy product manufacturing business in
North Aurora, Ill.
Oberweis Dairy and its affiliates filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill.
Lead Case No. 24-05385) on April 12, 2024. In the petition signed
by Adam Kraber, president, Oberweis Dairy disclosed up to $50
million in both assets and liabilities.
Judge David D. Cleary oversees the cases.
The Debtors tapped Howard L. Adelman, Esq., at Adelman &
Gettleman,Ltd. as legal counsel and CPT Group, Inc. as noticing,
claims, and solicitation agent.
OPGEN INC: Beckles & Co. Raises Going Concern Doubt
---------------------------------------------------
OpGen, Inc. disclosed in a Form 10-K Report filed with the U.S.
Securities and Exchange Commission for the fiscal year ended
December 31, 2023, that its auditor expressed substantial doubt
about the Company's ability to continue as a going concern.
West Palm Beach, Fla.-based Beckles & Co., Inc., the Company's
auditor since 2024, issued a "going concern" qualification in its
report dated June 3, 2024, citing that the Company has incurred
recurring losses from operations since inception and has stated
that substantial doubt exists about the Company's ability to
continue as a going concern.
OpGen said, "We have incurred substantial losses since our
inception, and we expect to continue to incur additional losses for
the next several years. For the years ended December 31, 2023 and
2022, we had net losses of $32.7 million and $37.3 million,
respectively. From our inception through December 31, 2023, we had
an accumulated deficit of $305.5 million."
At December 31, 2023, the Company had cash and cash equivalents of
$1.2 million, compared to $7.4 million at December 31, 2022.
To meet its capital needs, the Company entered into a securities
purchase agreement with David E. Lazar, pursuant to which the
Company agreed to sell 3,000,000 shares of Series E Convertible
Preferred Stock to Mr. Lazar at a price of $1.00 per share for
aggregate gross proceeds of $3 million. Although Mr. Lazar is
expected to provide the Company with $3 million in total funding,
the Company believes that current cash will only be sufficient to
fund operations into the third quarter of 2024. This has led
management to conclude that there is substantial doubt about the
Company's ability to continue as a going concern.
In the event the Company does not receive additional funding from
the individual investor or other investors or find a reverse merger
partner or other strategic transaction partner before or during the
third quarter of 2024, the Company will not have sufficient cash
flows and liquidity to finance its business operations.
Accordingly, in such circumstances, the Company would be compelled
to immediately reduce general and administrative expenses until it
is able to obtain sufficient financing. If such sufficient
financing is not received on a timely basis, the Company would then
need to pursue a plan to seek to be acquired by another entity,
cease operations and/or seek bankruptcy protection. There can be no
assurance that the Company will be able to identify or execute on
any of these alternatives on acceptable terms, or that any of these
alternatives will be successful.
A full-text copy of the Company's Form 10-K is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1293818/000182912624003930/opgeninc_10k.htm
About OpGen, Inc.
Headquartered in Rockville, Maryland, OpGen --
https://www.opgen.com./ -- is a precision medicine company
harnessing the power of molecular diagnostics to help combat
infectious disease.
As of December 31, 2023, the Company had $1.88 million in total
assets, $13.44 million in total liabilities, and $11.56 million in
total stockholders' deficit.
PARADISE ADVENTURES: Case Summary & Four Unsecured Creditors
------------------------------------------------------------
Debtor: Paradise Adventures, LLC
4144 Jan Cooley Drive
Panama City, FL 32408
Business Description: The Debtor is part of the traveler
accommodation industry.
Chapter 11 Petition Date: June 10, 2024
Court: United States Bankruptcy Court
Northern District of Florida
Case No.: 24-50086
Debtor's Counsel: Jeffrey C. Hakanson, Esq.
MCINTYRE THANASIDES BRINGGOLD ELLIOTT, ET AL.
1228 E. 7th Ave
Suite 100
Tampa, FL 33605
Tel: 813-223-0000
Fax: 813-899-6069
Email: jeff@mcintyrefirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Scott Stawski as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/UBIXDTA/Paradise_Adventures_LLC__flnbke-24-50086__0001.0.pdf?mcid=tGE4TAMA
PCP GROUP: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: PCP Group, LLC
4801 Ulmerton Road
Clearwater, FL 33762
Chapter 11 Petition Date: June 10, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-42448
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Brian J. Hufnagel, Esq.
MORRISON TENENBAUM PLLC
87 Waker Street, Floor 2
New York
New York, NY 10013
Tel: (212) 620-0938
Fax: (646) 998-1972
Email: bjhufnagel@m-t-law.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by John S. Haskell as chairman/CEO.
The Debtor failed to attach in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/XOFEWFQ/PCP_Group_LLC__nyebke-24-42448__0001.0.pdf?mcid=tGE4TAMA
PP&G INC.: Hits Chapter 11 Bankruptcy Protection
------------------------------------------------
On May 24, 2024 PP&G Inc. filed for chapter 11 protection in the
District of Maryland. According to court filing, tje Debtor reports
between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states funds will not be available to
unsecured creditors.
About PP&G Inc.
On May 24, 2024 PP&G Inc. -- https://Baltimore -- doing business as
Norma Jean's Gentleman's Club, was founded in 1998. The company's
line of business includes Commercial printing and the lithographic
process.
PP&G Inc. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Md. Case No. 24-14430) on May 24, 2024. In the
petition signed by Lisa Ireland, as president, the Debtor reports
estimated assets up to $50,000 and estimated liabilities between $1
million and $10 million.
The Honorable Bankruptcy Judge Michelle M Harner oversees the
case.
The Debtor is represented by:
Brett Weiss, Esq.
The Weiss Law Group, LLC
10 Custom House Avenue
Baltimore, MD 21202
PRESSURE BIOSCIENCES: Incurs $29.31 Million Net Loss in 2023
------------------------------------------------------------
Pressure Biosciences, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$29.31 million on $1.98 million of total revenue for the year ended
Dec. 31, 2023, compared to a net loss of $16.08 million on $1.73
million of total revenue for the year ended Dec. 31, 2022.
As of Dec. 31, 2023, the Company had $1.05 million in total assets,
$33.80 million in total liabilities, and a total stockholders'
deficit of $32.75 million.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
June 7, 2024, citing that the Company has suffered recurring losses
from operations and has a working capital deficit that raises
substantial doubt about its ability to continue as a going
concern.
Pressure Biosciences said, "As of December 31, 2023, we did not
have adequate working capital resources to satisfy our current
liabilities. We have been successful in raising cash through debt
and equity offerings in the past. We have efforts in place to
continue to raise cash through debt and equity offerings.
"We believe our current and projected capital raising plans, and
our projected continued increases in revenue, will enable us to
extend our cash resources for the foreseeable future. Although we
have successfully completed equity and debt financings and reduced
expenses in the past, we cannot assure you that our plans to
address these matters in the future will be successful."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/830656/000149315224023201/form10-k.htm
About Pressure Biosciences
South Easton, Mass.-based, Pressure Biosciences Inc. --
http://www.pressurebiosciences.com-- develops and sells
innovative, broadly enabling, high pressure-based platform
technologies and related consumables for the worldwide life
sciences, agriculture, food and beverage, and other key industries.
Its products/services are based on three patented, high-pressure
platforms: (i) Ultra Shear Technology, (ii) BaroFold Technology,
and (iii) Pressure Cycling Technology.
PROCOM SERVICES: Wins Cash Collateral Access Thru July 2
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Procom Services, Inc. to use the cash
collateral of the U.S. Small Business Administration and to the
extent necessary, ODK Capital, LLC, through July 2, 2024.
Specifically, the Debtor is authorized to use cash collateral to
pay: (a) amounts expressly authorized by the Court, including
payments to the U.S. Trustee for quarterly fees; (b) the current
and necessary expenses set forth in the budget; and (c) additional
amounts as may be expressly approved in writing by Purported
Secured Creditor within 48 hours of the Debtor's request. The
Debtor will be entitled to prompt court hearings on any disputed
proposed expenditures.
As adequate protection, the SBA and ODK will have a perfected
post-petition lien against cash collateral to the same extent and
with the same validity and priority as the pre-petition lien,
without the need to file or execute any documents as may otherwise
be required under applicable non-bankruptcy law.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under the loan and security
documents with the SBA and ODK.
A continued preliminary hearing on the matter is set for July 2 at
1:30 p.m.
A copy of the order is available at https://urlcurt.com/u?l=p8S9VF
from PacerMonitor.com.
About Procom Services
Procom Services, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02414) on May
14, 2024, with $50,001 to $100,000 in assets and $100,001 to
$500,000 in liabilities.
Judge Lori V. Vaughan presides over the case.
Jeffrey Ainsworth, Esq., at Bransonlaw PLLC represents the Debtor
as bankruptcy counsel.
Q AND Q REALTY: Hires Shraiberg Page as Bankruptcy Counsel
----------------------------------------------------------
Q and Q Realty, LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to employ Shraiberg Page P.A.
as general bankruptcy counsel.
The firm will provide these services:
a. advise the Debtor generally regarding matters of bankruptcy
law in connection with this case;
b. advise the Debtor of the requirements of the Bankruptcy Code,
the Federal Rules of Bankruptcy Procedure, applicable bankruptcy
rules;
c. represent the Debtor in all proceedings before this Court;
d. prepare and review motions, pleadings, orders, applications,
adversary proceedings, and other legal documents arising in this
case;
e. negotiate with creditors, prepare and seek confirmation of a
plan of reorganization and related documents, and assist the Debtor
with implementation of any plan; and
f. perform all other legal services for the Debtor, which may be
necessary herein.
The firm will be paid as follows:
Attorneys $350 to $625 per hour
Legal Assistants $275 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The Debtor provided the firm with a fee retainer of $60,000.
Bradley Shraiberg, Esq., an attorney at Shraiberg Page, 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:
Bradley S. Shraiberg, Esq.
Samuel W. Hess
Shraiberg Page, P.A.
2385 NW Executive Center Drive, Suite 300
Boca Raton, FL 33431
Telephone: (561) 443-0800
Facsimile: (561) 998-0047
Email: bss@slp.law
pdorsey@slp.law
About Q and Q Realty, LLC
Q and Q Realty is a Single Asset Real Estate debtor (as defined in
11 U.S.C. Section 101(51B)). The Debtor is the owner of a
commercial property (consisting of six units) located at 95-02 35th
Avenue, Jackson Heights, New York 11372 valued at $5 million.
Q and Q Realty, L.L.C. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. N.Y. Case No.
24-41893) on May 2, 2024, listing $5,001,311 in assets and
$6,310,592 in liabilities. The petition was signed by Juan Galvan
as sole member.
Judge Jil Mazer-Marino presides over the case.
Steven Amshen, Esq. at Petroff Amshen LLP represents the Debtor as
counsel.
QURATE RETAIL: Falls Short of Nasdaq Bid Price Requirement
----------------------------------------------------------
Qurate Retail, Inc., disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on June 10, 2024, it
received written notice from The Nasdaq Stock Market notifying the
Company that, because the closing bid price for the Company's
Series A common stock, par value $0.01 per share, has fallen below
$1.00 per share for 30 consecutive business days, the Company no
longer complies with the minimum bid price requirement for
continued listing of QRTEA on the Nasdaq Global Select Market.
Nasdaq Listing Rule 5450(a)(1) requires listed securities to
maintain a minimum bid price of $1.00 per share, and Nasdaq Listing
Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid
Price Requirement exists if the deficiency continues for a period
of 30 consecutive business days.
The Notice has no immediate effect on the listing of QRTEA, the
Company's Series B common stock, par value $0.01 per share, or the
Company's 8.0% Series A Cumulative Redeemable Preferred Stock, par
value $0.01 per share, on the Nasdaq Global Select Market.
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been
provided an initial compliance period of 180 calendar days, or
until Dec. 9, 2024, to regain compliance with the Minimum Bid Price
Requirement.
To regain compliance, the closing bid price of QRTEA must meet or
exceed $1.00 per share for a minimum of 10 consecutive business
days prior to Dec. 9, 2024. If at any time during this 180-day
compliance period the closing bid price of QRTEA meets these
requirements, then Nasdaq will provide the Company with written
confirmation of compliance and the matter will be closed.
If the Company does not regain compliance with respect to QRTEA by
Dec. 9, 2024, the Company may be eligible for an additional 180-day
compliance period if it applies to transfer the listing of QRTEA to
the Nasdaq Capital Market. To qualify, the Company would be
required to meet the continued listing requirement for market value
of publicly held shares and all other initial listing standards for
the Nasdaq Capital Market, with the exception of the Minimum Bid
Price Requirement. In addition, the Company would be required to
provide written notice to Nasdaq of its intent to cure the minimum
bid price deficiency during this second compliance period by
effecting a reverse stock split if necessary.
If the Company does not regain compliance within the allotted
compliance periods, including any extensions that may be granted by
Nasdaq, Nasdaq will provide notice that QRTEA will be subject to
delisting. The Company would then be entitled to appeal Nasdaq's
delisting determination.
The Company intends to monitor the closing bid price of QRTEA and
consider its available options to resolve the noncompliance with
the Minimum Bid Price Requirement. No determination regarding the
Company's response has been made at this time. There can be no
assurance that the Company will be able to regain compliance with
the Minimum Bid Price Requirement with respect to QRTEA or will
otherwise be in compliance with other Nasdaq listing criteria.
About Qurate Retail
Headquartered in Englewood, Colorado, Qurate Retail, Inc. owns
controlling and non-controlling interests in a broad range of video
and online commerce companies. The Company's largest businesses
and reportable segments are QxH (QVC U.S. and HSN) and QVC
International. QVC, Inc., which includes QxH and QVC International,
markets and sells a wide variety of consumer
products in the United States and several foreign countries via
highly engaging video-rich, interactive shopping experiences.
Cornerstone Brands, Inc. consists of a portfolio of aspirational
home and apparel brands, and is a reportable segment. The
Company's "Corporate and other" category includes its consolidated
subsidiary Zulily, LLC, along with various cost and equity method
investments.
As of March 31, 2024, the Company has $10.98 billion in total
assets, $10.63 billion in total liabilities, and $351 million in
total stockholders' equity.
* * *
As reported by the TCR on April 22, 2024, S&P Global Ratings
revised its outlook to stable from negative and affirmed all its
ratings on U.S.-based video commerce and online retailer Qurate
Retail Inc., including its 'CCC+' issuer credit rating. The stable
outlook reflects S&P's expectation that Qurate will maintain
sufficient liquidity over the next 12 months despite its view its
capital structure remains unsustainable, as further cost reductions
offset sales weakness and support profit recovery.
R & A ENTERPRISES: Case Summary & Six Unsecured Creditors
---------------------------------------------------------
Debtor: R & A Enterprises, LLC
Splash & Dash Car Wash
1902 Fort Jones Road
Yreka CA 96097
Business Description: The Debtor owns and operates a carwash
business.
Chapter 11 Petition Date: June 10, 2024
Court: United States Bankruptcy Court
Eastern District of California
Case No.: 24-22531
Judge: Hon. Ronald H. Sargis
Debtor's Counsel: Stephen Reynolds, Esq.
REYNOLDS LAW CORPORATION
PO Box 73379
Davis CA 95617
Tel: 530-297-5030
Email: sreynolds@lr-law.net
Total Assets: $3,832,784
Total Liabilities: $4,173,596
The petition was signed by John J. Richter as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's six unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/FP2WHZQ/R__A_Enterprises_LLC__caebke-24-22531__0001.0.pdf?mcid=tGE4TAMA
RED LOBSTER: Pacific Seafood Is the First to File Bankruptcy Claim
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Christine Blank of Seafood Source reports that Red Lobster is
millions of dollars in arrears with several food distributors and
suppliers, but only one seafood supplier has filed a claim for owed
money in the restaurant chain’s bankruptcy petition so far.
Clackamas, Oregon, U.S.A.-based Pacific Seafood has filed a claim
of USD 1,938.25 (EUR 1,782) in U.S. Bankruptcy Court in Orlando,
Florida, U.S.A.
Other seafood industry creditors that could follow suit include
Ocean Beauty, the Ocean Seafood Depot, Red Chamber Co., Luke's
Lobster, the Seafood Nutrition Partnership, Star Lobster Seafood
Market, Blue Star Foods, Devi Fisheries, The Fish Guys, and ID
Seafood, as well as former minority owner Thai Union Group.
The financial burden of missed Red Lobster payments, though, is
steepest for food distributor Performance Food Group (PFG) – Red
Lobster's largest creditor at USD 24.4 million (EUR 22.4 million)
– and its subsidiary, the Kenneth O. Lester Company.
With other seafood industry players concerned about the
distributor's financial health, credit reporting and business
management firm SEAFAX attempted to reassure the sector in a new
notice.
"SEAFAX reaffirms its recommended credit appraisal for PFG and
Kenneth O. Lester Company," the firm said. "PFG's liquidity
compared to near-term debt obligations is healthy, as the company
has a reasonable amount coming due – USD 275 million (EUR 253
million) in 2025 out of its USD 3.22 billion (EUR 3 billion) total
debt."
As of 24 May, the company's market capitalization was approximately
USD 10.91 billion (EUR 10 billion), SEAFAX noted, and as of 30
March 2024, PFG had maintained strong liquidity with combined cash
and credit facility availability of USD 2.94 billion (EUR 2.7
billion) and generated USD 956.7 million (EUR 879 million) in cash
from operations, with a free cash flow of USD 712.3 million (EUR
655 million).
At the end of fiscal year 2023, PFG reported that none of its
customers made up more than 10 percent of its sales or accounts
receivable, according to SEAFAX.
About Red Lobster Seafood Co.
Red Lobster Management, LLC, owns and operates 705 Red Lobster
seafood restaurants throughout North America. Red Lobster generates
about $2.4 billion of annual revenue. Red Lobster is owned by
private equity firm Golden Gate Capital. On the Web:
http://www.redlobster.com/
Red Lobster Management and its affiliates sought Chapter 11
protection (Bankr. M.D. Fla. Lead Case NO. 24-02486) on May 19,
2024. As part of these filings, Red Lobster has entered into a
stalking horse purchase agreement pursuant to which Red Lobster
will sell its business to an entity formed and controlled by its
existing term lenders.
King & Spalding LLP is lead counsel to the Debtors; Berger
Singerman LLP serves as local counsel; and Blake, Cassel & Graydon,
LLC represents the Canadian applicants.
Alvarez & Marsal North America, LLC is serving as financial advisor
and providing corporate leadership as Chief Executive and Chief
Restructuring Officers. Jonathan Tibus, a Managing Director at
Alvarez & Marsal, serves as the debtors' CEO.
Hilco Corporate Finance is serving as M&A advisor to Red Lobster.
Keen-Summit is serving as real estate advisor.
REDEEMED CHRISTIAN: Unsecureds Will Get 100% of Claims in Plan
--------------------------------------------------------------
The Redeemed Christian Church of God, River of Life, filed with the
U.S. Bankruptcy Court for the District of Maryland a Disclosure
Statement with respect to Plan of Liquidation dated May 23, 2024.
The Debtor and FCR have had extensive litigation over perhaps 14
years or more relating to a commercial property situated at 5617
54th Avenue, 5601 54th Avenue, and 54th Avenue (the "Property").
The litigation has proceeded through this Bankruptcy Court in
several Chapter 11 filings, through the Circuit Court for Prince
George's County, MD and into the Court of Special Appeals.
The Debtor has again procured a contract of purchase and sale (the
"Contract") with the Buyer (still constituted of Dr. Evelyn Ofili
and Pastor Ijeh) and with FCR. The Contract is executed by FCR, and
by counter signature has been ratified by Pastor Ijeh on behalf of
the Buyer. It requires a Lease which has now been prepared and must
be consummated through this Chapter 11 Plan of Liquidation so as to
obtain the benefits of the Section 1146(a) transfer tax exemption
which is in preparation.
FCR is the seller under the Contract. The Property is the res or
asset to be purchased by Buyer and sold by FCR under the Contract
and such other personalty as is designated under the Contract. The
Property is purchased "as is". The purchase price remains $5.1
million dollars with the $628.77 per diem interest from February 7,
2022 (the "Purchase Price").
There is and remains a recognized credit for the deposits of $3.0
million dollars referenced above against the purchase price of $5.1
million dollars; however, this does not abate or otherwise relieve
the Buyer of the accrued interest on the per diem formula despite
the maintenance of the deposits by FCR since commencement of
payment thereof in December, 2021. At closing all deposits are
credited against the Purchase Price.
The Contract is subject to the Sale Motion and this Plan and is
therefore subject to the jurisdiction of the Bankruptcy Court given
the jurisdictional matters of the Consent Orders under which the
Debtor has exercised its option to cause the Buyer to purchase the
Property from the Seller.
A material provision of this Contract, and thus the Sale Motion and
now this Plan, is that the sale of the Property will be ratified
and recognized as tax exempt from transfer, stamp or recordation
taxes under Section 1146(a) of the Bankruptcy Code. Sage Title
Group, LLC; namely, the title company herein has estimated the
transfer taxes to be saved by proceeding under the Plan to be
$124,950.00. The Debtor relies upon the Consent Orders and the
reserved option to require FCR as seller under the foreclosure deed
to transfer the Property to the Buyer as a sale of Property under
this Plan.
Accordingly, the Sale Motion is now being consummated through the
Plan. This will allow for a Confirmation Order without contingency.
If the transfer tax exemption were not to be allowed or authorized,
thus permitting anticipated closing promptly following the
Confirmation Date by Effective Date, then the Debtor has a 60 day
Plan Term in which to consummate and fully administer the Plan
including all Cash Disbursements.
Class 2 shall consist of the Allowed Unsecured Claims of record in
this Chapter 11 case which include United States Trustee
($1,303.39); WSSC ($161.38); PEPCO ($2,105.78); and IRS
($14,158.91). Total $16,426.07. In full and complete satisfaction
of the Class 2 Claims, the Debtor shall pay the Class 2 Claims 100%
of their Allowed Amounts from the Effective Date to the end of the
Plan Term by Cash Distributions.
Treatment of the Class 2 Claims as provided in this Plan shall
entitle the Class 2 Claims to receive on account of their Allowed
Unsecured Claims a fair and reasonable dividend on their Allowed
Amounts absent a Disallowed Claim which is to become an Allowed
Claim, and thus classified with the Class 2 Claims. Class 2 Claims
Are Impaired.
Class 4 Equity Interest Holders. The Equity Interest shall
extinguish upon the Confirmation Date. No Equity Interest holder
shall receive or retain any interest in property of the estate on
account of any pre-petition interest. However, the Equity Interest
may receive new interests in the liquidated Debtor for the purposes
of operating as tenant under the Lease that has been subject to
approval or the option for redemption of the Property that exists
in the Lease in consideration of new value and money and money's
worth contributed as new value if required following a failure of
Section 1129(a)(8) of the Bankruptcy Code.
This Plan is a liquidating plan under Section 1129(a) and (b) of
the Bankruptcy Code and is materially premised upon Cash
Distributions from the Claims Distribution Fund to Classes of
Claims in accordance with the priorities and terms identified in he
Plan to be derived from (i) sale of the Debtor's Property by the
Debtor under the option preserved in the Consent Orders with the
sale powers of FCR as seller under the Consent Orders to the buyer
therein; namely, 5617 54th Avenue, LLC; (ii) the transfer tax
savings preserved under such sale of the Property by Section
1146(a).
The Plan incorporates the anticipated Order approving the sale free
and clear of the Property by purchase and sale to the Buyer from
the Seller and Debtor by option and the approval of the Lease
Agreement which have been previously presented to the Bankruptcy
Court and approved on notice and a hearing, subject to Order
forthcoming. Any consummation of the Order on the Motion to Sell
Free and Clear of Liens, Claims and Encumbrances is adopted hereby
to the Plan.
A full-text copy of the Disclosure Statement dated May 23, 2024 is
available at https://urlcurt.com/u?l=FC3dgm from PacerMonitor.com
at no charge.
Counsel for the Debtor:
John D. Burns, Esq.
The Burns Law Firm, LLC
6303 Ivy Lane; Suite 102
Greenbelt, MD 20770
Phone: (301) 441-8780
Email: info@burnsbankruptcyfirm.com
About Redeemed Christian Church of God
The Redeemed Christian Church of God, River of Life, is a
tax-exempt religious organization in Riverdale, Md.
The Debtor filed its voluntary petition for Chapter 11 protection
(Bankr. D. Md. Case No. 21-14554) on July 9, 2021, listing as much
as $10 million in both assets and liabilities. This case has been
consolidated with an older Chapter 11 case (Bankr. D. Md. Case No.
20-11902) filed by the Debtor on Feb. 13, 2020.
Judge Thomas J. Catliota oversees the Debtor's bankruptcy case.
John D. Burns, Esq., at The Burns Law Firm, LLC, serves as the
Debtor's legal counsel.
RIBBON COMMUNICATIONS: All Three Proposals Passed at Annual Meeting
-------------------------------------------------------------------
Ribbon Communications Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on June 4, 2024, it held
its annual meeting of stockholders at which the stockholders:
(1) elected R. Stewart Ewing, Jr., Bruns H. Grayson, Beatriz V.
Infante, Scott Mair, Bruce W. McClelland, Shaul Shani,
Richard W. Smith, and Tanya Tamone as directors for a term
of
office expiring on the date of the annual meeting of
stockholders in 2025 and until their respective successors
have been duly elected and qualified;
(2) ratified the appointment of Deloitte & Touche LLP to serve
as
the Company's independent registered public accounting firm
for the fiscal year ending Dec. 31, 2024; and
(3) approved, on a non-binding advisory basis, the compensation
of the Company's named executive officers.
About Ribbon Communications
Ribbon Communications Inc. is a global provider of communications
technology to service providers and enterprises. The Company
provides a broad range of software and high-performance hardware
products, network solutions, and services that enable the secure
delivery of data and voice communications, and high-bandwidth
networking and connectivity for residential consumers and for
small, medium, and large enterprises and industry verticals such as
finance, education, government, utilities, and transportation. Its
mission is to create a recognized global technology leader
providing cloud-centric solutions that enable the secure exchange
of information, with unparalleled scale, performance and
elasticity. The Company is headquartered in Plano, Texas, and has
a global presence with research and development or sales and
support locations in over 30 countries around the world.
Ribbon Communications reported a net loss of $66.21 million in
2023, a net loss of $98.08 million in 2022, and a net loss of
$177.19 million in 2021.
The Company said in its Quarterly Report for the period ended March
31, 2024, that "The Company's 2020 Credit Facility...requires
quarterly payments of $10.0 million each in the second, third and
fourth quarters of 2024, with the remaining balance of $200.4
million due on March 3, 2025. The Company does not have sufficient
cash on hand or available liquidity to repay the $200.4 million due
on March 3, 2025. In response to these conditions, management's
plans include refinancing the 2020 Credit Facility. The Company
has entered into a binding commitment letter to refinance the 2020
Credit Facility... The refinance contemplated by the binding
commitment letter is expected to close no later than June 30, 2024.
RMLJ HOLDINGS: Case Summary & 13 Unsecured Creditors
----------------------------------------------------
Debtor: RMLJ Holdings 1, LLC
1933 E Gemini Place
Chandler, AZ 85249
Chapter 11 Petition Date: June 10, 2024
Court: United States Bankruptcy Court
District of Arizona
Case No.: 24-04630
Judge: Hon. Brenda K Martin
Debtor's Counsel: D. Lamar Hawkins, Esq.
GUIDANT LAW, PLC
402 E. Southern Ave
Tempe, AZ 85282
Tel: 602-888-9229
E-mail: lamar@guidant.law
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Philip G Zweig as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 13 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/KHVHVFY/RMLJ_HOLDINGS_1_LLC__azbke-24-04630__0001.0.pdf?mcid=tGE4TAMA
RRG INC: Gets Court Nod to Sell Assets to SBH Foods for $7.15MM
---------------------------------------------------------------
A U.S. bankruptcy judge has given the go-signal for RRG, Inc. to
sell to the winning bidder assets used to operate its Popeyes'
restaurants.
Judge Susan Barrett of the U.S. Bankruptcy Court for the Southern
District of Georgia approved the sale of the assets to SBH Foods
PLK, LLC whose offer was selected as the winning bid at the May 30
auction.
RRG owns and operates Popeyes' restaurants under a franchise with
Popeyes Louisiana Kitchen Inc. Since its bankruptcy filing, the
company has closed three stores and now operates 14 stores in South
Carolina and Georgia.
Under the deal, SBH agreed to pay $7.15 million subject to
adjustment, and assume certain liabilities of RRG.
As part of the sale, SBH will assume the post-closing obligations
of RRG under its franchise agreements with Popeyes Louisiana
Kitchen, the leases of the properties on which the restaurants are
located, and certain contracts.
At the closing, RRG will pay Pacific Premier Bank's secured claim
estimated at $3 million. However, this payment does not include any
administrative claim the bank may have, which will be considered at
a later date.
About RRG Inc.
RRG, Inc. is a company in Cumming, Ga., which is primarily engaged
in providing food services.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Ga. Case No. 24-10075) on January 31,
2024, with up to $50,000 in assets and up to $10 million in
liabilities. Tiffany Caron serves as Subchapter V trustee.
Judge Susan D. Barrett oversees the case.
Bowen Klosinski, Esq., at Klosinski Overstreet, LLP and Rhoden CPA
Firm serve as the Debtor's legal counsel and accountant,
respectively.
RUBIO'S COASTAL GRILL: Closes 13 San Diego Locations in Chapter 11
------------------------------------------------------------------
Emily Isaacman of CBS8 reports that Rubio's, the Carlsbad-based
chain, shuttered a total of 48 underperforming locations throughout
California as of Friday, May 31, 2024. Eighty six stores in
California, Arizona and Nevada are still open, according to a
Rubio's Coastal Grill spokesperson.
"Making the decision to close a store is never an easy one," the
spokesperson said.
The chain, known for its fish tacos, started in Mission Bay in
1983. The company filed for Chapter 11 bankruptcy in 2020, noting
the impact of COVID-19 on its business.
Rubio's conducted a "thorough review of its operations and the
current business climate" before deciding to close more stores.
"The closings were brought about by the rising cost of doing
business in California," the spokesperson said. "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 closures come as devastating news for many San Diegans.
"I'm sure a lot of businesses are going through the same problems.
We're overtaxed, overburdened, everything in San Diego is more than
everywhere else," said San Diegan Joe Garrie.
"I'm bummed that they're closing, I go there at least once a week.
I mean, they're a San Diego staple," said Rubio's customer Chris
Hoyh.
"It's sad to see that it's a quality good company that can't keep
all of their Rubio's open," added customer Donna Bravo.
Here is a list of the San Diego locations that have closed:
* 1480 Eastlake Pkwy Suite 901, Chula Vista, CA 91915
* 419 Parkway Plaza, El Cajon, CA 92020
* 1485 E Valley Pkwy Suite A-6, Escondido, CA 92027
* 9187 Clairemont Mesa Blvd Suite 7, San Diego, CA 92123
* 910 Grand Avenue, San Diego, CA 92109
* 8935 Towne Centre Dr., Suite 100, San Diego, CA 92122
* 9254 Scranton Rd, Ste 105, San Diego, CA 92121
* 2260 Callagan Hwy Bldg. 3187, San Diego, CA 92136
* 7835 Highlands Village Pl Suite D101, San Diego, CA
92129
* 1711 University Drive, Suite 110. Vista, CA 92083
* 9500 Gillman Drive, Food Ct, La Jolla, CA 92093
* 1158 W San Marcos Blvd Suite A, San Marcos, CA 92078
* 437 Hwy 101 #117, Solana Beach, CA 92075
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.
SAVESOLAR CORPORATION: Hires Murray Law Firm as Special Counsel
---------------------------------------------------------------
Savesolar Corporation, Inc., seeks approval from the U.S.
Bankruptcy Court for the District of Columbia to employ Murray Law
Firm, P.C. as special counsel.
The firm will assist in collecting on, and enforcing, the Debtors'
rights under a default judgment entered on April 2, 2024, by the
Superior Court of the District of Columbia (Case No.
2022-CAB-005352).
The firm will be paid a contingency fee of 30 percent of the amount
collected.
Noelle R. Murray, Esq., a partner at Murray Law Firm, P.C.,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Noelle R. Murray, Esq.
Murray Law Firm, P.C.
246 Walnut St. Ste 102
Newton, MA 02460
Tel: (978) 579-9800
About SaveSolar Corporation
SaveSolar Corporation, Inc. and SaveSolar Alpha Holdco, LLC filed
their voluntary petitions for relief under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. D.D.C. Lead Case No. 23-00045) on
Feb. 2, 2023. In the petitions signed by SaveSolar President Karl
Unterlechner, both Debtors disclosed up to $10 million in assets
and up to $50 million in liabilities.
Judge Elizabeth L. Gunn oversees the cases.
The Debtors tapped Bradford F. Englander, Esq., at Whiteford
Taylor & Preston, LLP as legal counsel; CohnReznick, LLP as
financial advisor; and CohnReznick Capital Markets Securities, LLC
as investment banker.
SENIOR CARE: No Resident Care Complaints, 1st PCO Report Says
-------------------------------------------------------------
Margaret Barajas, the court-appointed patient care ombudsman, filed
with the U.S. Bankruptcy Court for the Western District of
Pennsylvania her first report regarding the quality of patient care
provided by Senior Choice, Inc.
The PCO reported that during her visit on April 30, the Beacon
Ridge Skilled Nursing and Rehabilitation has a capacity of 118
beds, of which 84 beds are currently occupied. The facility is
fresh, clean, and organized. One exception was at the soiled linens
area, where there was a strong odor. This concern was shared with
the administrator.
The PCO observed that both the local ombudsman and the facility
staff indicate they have a good working relationship at Beacon
Ridge facility. Conversations with multiple residents indicate they
receive good care and have a good quality of life. No resident
complaints at this time.
Ms. Barajas also visited the Patriot, A Choice Community facility
on May 1, where Dorrie Taylor, Regional Ombudsman Specialist and
Brenda Nicholas, Somerset County long-term care ombudsman were also
present. Most of the residents report that they are satisfied with
their care. Of those with care concerns, the complaints pertain to
the menu, activities, and call bell response time.
The PCO stated that the Somerset County ombudsman has a regular
presence at the Patriot facility. The residents identified them by
their badges and lanyards. Both the local ombudsman and the
facility staff indicate they have a good working relationship.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=UD1vUR from PacerMonitor.com.
About Senior Choice Inc.
Senior Choice, Inc. operates as a non-profit organization. It
provides inpatient nursing and rehabilitative services to patients
who requires continuous health care.
Senior Choice filed Chapter 11 petition (Bankr. W.D. Pa. Case No.
24-70040) on Feb. 8, 2024, with $1 million to $10 million in assets
and $10 million to $50 million in liabilities.
Judge Jeffery A Deller presides over the case.
The Debtor tapped Duane Morris, LLP as bankruptcy counsel; Nye,
Stirling, Hale, Miller & Sweet, LLP as conflicts counsel and
co-counsel with Duane Morris; and FTI Consulting, Inc. as financial
advisor.
SILGAN HOLDINGS: Moody's Ups CFR to Ba1 & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Ratings upgraded the corporate family rating of Silgan
Holdings Inc. to Ba1 from Ba2, the Probability of Default Rating to
Ba1-PD from Ba2-PD, and the ratings on its senior unsecured notes
to Ba2 from Ba3. The outlook was changed to stable from positive.
The Speculative Grade Liquidity Rating (SGL) is unchanged at
SGL-2.
The upgrade and stable outlook reflect Moody's expectation that the
anticipated improvement in Silgan's credit metrics will be
sustained though management's balance sheet discipline in operating
within the company's stated net leverage target of 2.5x to 3.5x,
and benefits from its multi-year cost reduction initiatives.
"Silgan is expected to execute organic and inorganic growth
opportunities within the confines of its stated net leverage target
of 2.5x to 3.5x. The company's track record of integrating
acquisitions, free cash flow generation, and cost reduction
initiatives reinforce its ability to do so," said Scott Manduca,
Vice President at Moody's.
The stable outlook reflects the sustainment of credit metrics
anchored by operating efficiencies and balance sheet discipline.
RATINGS RATIONALE
Silgan's Ba1 CFR reflects its diversified portfolio underpinned by
a lower, yet steady growth segment, in metals containers that is
complimented by higher growth portfolio offerings in dispensing,
closures, and custom container products. Around 90% of Silgan's
revenue is derived from stable end markets, including food and
beverage, personal and home care, and healthcare, where the company
has long term customer relationships. These stable end markets
limit volume fluctuations from economic cycles and provide the
predictability of revenue. In addition, Silgan limits margin
volatility with its ability to pass through input cost and other
inflationary cost pressures to its customer base in a timely
manner.
Silgan's Ba1 CFR also reflects the company's willingness to execute
debt funded acquisitions that enhance the growth and diversity of
its portfolio, however, a track record has been established with
evidence of steady debt reduction following such transactions.
Silgan remains focused on consistently operating the company in a
net leverage range target of 2.5x-3.5x (company calculation).
Silgan has good liquidity with close to $900 million available on
its $1.5 billion revolver as of March 31, 2024, and cash of $334
million. In addition, Silgan is expected to generate free cash
flow of about $240 million and $300 million (inclusive of Moody's
adjustments) at year end December 2024 and 2025, respectively.
The senior unsecured notes are rated Ba2, one notch lower than its
Ba1 CFR. The unsecured notes are contractually subordinated to the
revolving credit facility, which has a first-lien stock pledge on
all of the US and Dutch subsidiaries of the company, and all
Canadian subsidiaries owned by US companies. The notes are also
structurally subordinated to the non-debt liabilities at Silgan's
operating companies, given they do not benefit from any upstream
operating company guarantees.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if there is a deterioration in
credit metrics caused by aggressive financial policy actions,
including large debt funded acquisitions or shareholder returns.
Specifically, if debt-to-EBITDA (inclusive of Moody's adjustments)
is above 4.25x without a reasonable path to fall below this
threshold, and free cash flow-to-debt is below 7.0%.
The ratings could be upgraded if there is sustained improvement in
credit metrics and a commitment to an investment grade financial
profile and capital structure, along with the maintenance of good
liquidity. Specifically, if debt-to-EBITDA (inclusive of Moody's
adjustments) is sustained below 3.5x, and free cash flow-to-debt is
above 10%.
Headquartered in Stamford, Connecticut, Silgan is a manufacturer of
metal and plastic consumer goods packaging products. Silgan is a
public company with about 25% of the outstanding stock owned by its
two founders. Revenue for the twelve months ended March 31, 2024 is
$5.9 billion.
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers published in
December 2021.
SKC PROPERTIES: Court OKs Cash Collateral Access Thru Aug 12
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii authorized SKC
Properties, LLC to use cash collateral, on an interim basis,
through August 12, 2024, in accordance with its agreement with the
American Savings Bank, F.S.B. and the United States Small Business
Administration.
ASB has extended two loans to the Debtor as follows:
a. Loan No. 3079 dated as of January 7, 2019, in the original
principal amount of $12 million, from ASB, as lender, to Sharon S.
Lawler, M.D., Clyde T. Miyaki, M.D., and SKC Properties, LLC, as
borrowers; and
b. Loan No. 3401 dated as of May 13, 2020, in the original
principal amount of $255,336, from ASB, as lender, to Sharon S.
Lawler, M.D., Clyde T. Miyaki, M.D., and SKC Properties, LLC, as
borrowers.
The SBA extended an "EIDL" Loan No. xxxxxx8107 dated July 9, 2020,
in the original principal amount of $150,000 to SKC Properties, LLC
as borrower.
The Debtor is directed to continue to make monthly payments at the
nondefault interest of $74,912 and $731 as adequate protection for
ASB's and SBA's interest in the Debtor's prepetition collateral
(including cash collateral) until a further interim hearing on the
Motion, which will be held on August 12, 2024 at 2 p.m.
The Secured Creditors are each granted replacement liens in the
estate's post-petition assets, and the proceeds thereof in all of
the Debtor's post-petition cash on hand, receivables and other
personal property, together with any other newly acquired assets of
the Debtor, except claims which the Debtor has to avoid transfers
and recover property by means of "avoidance" and other "strong arm"
powers under the Bankruptcy Code, with the same priority and extent
as their existing security interests in the cash collateral. The
amount secured by each Secured Creditor's Replacement Lien will be
equal to any actual net diminution of the Secured Creditors'
interest, existing as of the Petition Date, in the Debtor's assets,
due to the Debtor's actual use thereof, to the same extent and
priority as any lien held by a Secured Creditor in the Pre-Petition
Collateral as of the Petition Date, limited to the amount of
Pre-Petition Collateral as of the Petition Date.
A further interim hearing on the matter is set for August 12 at 2
p.m.
A copy of the order is available at https://urlcurt.com/u?l=xZCoOC
from PacerMonitor.com.
About SKC Properties, LLC
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.
Chuck C. Choi, Esq., at Choi and Ito, represents the Debtor as
legal counsel.
SMC ENTERTAINMENT: Reduces Outstanding Common Shares by 17%
-----------------------------------------------------------
SMC Entertainment, Inc. announced June 7, 2024, that it has
completed the cancellation of 250,000,000 shares of common stock
back into treasury. This reduces the share structure by more than
17%. During the course of the Company's audit a discrepancy was
discovered detailing that certificates totaling 250 million shares
were lost. This has now been rectified.
Erik Blum, CEO of SMC Entertainment Inc, stated, "We have been
notified by our Stock Transfer Agent that the necessary documents
required for cancellation have been received, processed and that
the 250 million common shares have been cancelled. We will
continue to work to increase shareholder value as we continue
executing on our AI business strategy."
About SMC
Boca Raton, Fla.-based SMC Entertainment Inc. --
http://www.smceinc.com-- is a versatile holding company focused on
acquisition and support of proven commercialized financial services
and technology (Fintech) companies. SMC's multi-discipline growth
by acquisition approach is to enhance revenues and shareholder
equity.
Lagos, Nigeria-based Olayinka Oyebola & Co., the Company's auditor
since March 2022, issued a "going concern" qualification in its
report dated April 15, 2024, citing that the Company suffered an
accumulated deficit of $17,560,687, net loss of $1,560,683 and a
negative working capital of $3,393,255. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
SOBR SAFE: All Four Proposals Passed at Annual Meeting
------------------------------------------------------
SOBR Safe, Inc., disclosed in a Form 8-K filed with the Securities
and Exchange Commission that it convened its 2024 Annual
Stockholder Meeting virtually on June 3, 2024 at which the
stockholders:
(1) elected Steven Beabout, Noreen Butler, Ford Fay, David
Gandini, and Sandy Shoemaker to serve as directors until
the
Company's next annual meeting of stockholders, or until
their
respective successors are duly elected and qualified;
(2) approved, by a nonbinding "say-on-pay" advisory vote, the
compensation of the Company's named executive officers;
(3) voted, on an advisory basis, to conduct future advisory
votes on the compensation of the Company's named executive
officers every three years; and
(4) approved the grant to the Board of Directors of discretion
(if necessary to maintain a listing of the Company's common
stock on the Nasdaq Capital Market) to amend the Company's
certificate of incorporation to implement a reverse stock
split of the outstanding shares of common stock in a range
from one-for-two up to one-for-one hundred fifty, or
anywhere
between, as may be determined by the Board of Directors on
or
before Dec. 31, 2024.
About SOBR Safe, Inc.
SOBR Safe, Inc. provides non-invasive technology to quickly and
humanely identify the presence of alcohol in individuals. These
technologies are integrated within the Company's robust and
scalable data platform, producing statistical and measurable user
and business data. Its mission is to save lives, increase
productivity, create significant economic benefits and positively
impact behavior. To that end, the Company developed the scalable,
patent-pending SOBRsafe software platform for non-invasive alcohol
detection and identity verification.
Littleton, Colorado-based Haynie and Company, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated March 29, 2024, citing that the Company has incurred
recurring losses from operations and has limited cash liquidity and
capital resources to meet future capital requirements.
"Management believes that cash balances of approximately $2,800,000
and positive working capital of approximately $1,900,000 at
December 31, 2023, do not provide adequate capital for operating
activities for the next twelve months after the date these
financial statements are issued. However, management believes
actions presently being taken to generate product and services
revenues, and positive cash flows, in addition to the Company's
plans and ability to access capital sources and implement expense
reduction tactics to preserve working capital provide the
opportunity for the Company to continue as a going concern as of
December 31, 2023. These plans are contingent upon the actions to
be performed by the Company and these conditions have not been met
on or before December 31, 2023. As such, substantial doubt about
the entity's ability to continue as a going concern has not been
alleviated as of December 31, 2023," the Company said in its Annual
Report for the year ended Dec. 31, 2023.
SOLIANT LOWER: Moody's Assigns First Time 'B2' Corp. Family Rating
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Moody's Ratings assigned a B2 corporate family rating and a B2-PD
probability of default rating to Soliant Lower Intermediate, LLC
(dba "Soliant", the company"), a Georgia-based staffing and
outsourcing services provider. Moody's also assigned B2 backed
senior secured first-lien bank credit facility ratings to Soliant's
new $200 million revolving credit facility and $1.29 billion term
loan. The outlook is stable. The B1 CFR and B1-PD PDR at TTF
Holdings, LLC have been withdrawn, and the existing backed senior
secured first lien bank credit facilities at the same entity will
be withdrawn upon close.
The ratings assignment follows The Vistria Group's ("Vistria")
announced acquisition of Soliant from previous private equity owner
Olympus Partners. Proceeds from the new term loan, along with new
equity, rolled equity, and a new preferred equity issuance will be
used to finance the acquisition and pay related fees. ESG
governance considerations, including Moody's expectation for high
financial leverage, were a key driver of the rating action.
RATINGS RATIONALE
Soliant's B2 CFR is constrained by its high leverage, the potential
for opportunistic financial strategies, and smaller scale compared
to higher-rated services providers. Pro forma for the acquisition
and recapitalization by private equity sponsor Vistria, Moody's
estimates debt/EBITDA around 5.7x as of March 31, 2024 (Moody's
adjusted, excluding preferred equity instruments at a holding
company above the borrower that Moody's views as equity). Moody's
also anticipates excess cash flow will continue to be mostly
distributed to shareholders. Growth and profitability could be
pressured if larger staffing companies with deep pockets entered
its niche markets. The company has some exposure to economic
cycles, especially in its healthcare segment, which could face
sudden drops in demand. However, Soliant's focus on highly
specialized (less volatile) positions limits the impact of
macroeconomic swings. The education segment, about 75% of total
revenue, has continued to grow at a remarkable double-digit rate
over the last 12 months despite macroeconomic uncertainty,
offsetting declines in healthcare volumes and bill rates.
Soliant's ability to invest in fast-growing staffing segments that
command high margins and have limited exposure to cyclical
macroeconomic swings supports the credit profile. Under the
previous private equity owner and following the 2019 separation
from Adecco Group AG (Baa1 stable), the company more than doubled
its revenue scale. Moody's expects over $1 billion of revenue in
2024, compared to $392 million in 2020. New owner, Vistria, has
maintained the company's tenured management team, which Moody's
views as a credit positive. Moody's considers Soliant a leading
player within the niche special education and healthcare markets it
serves. Good EBITDA margins and Moody's expectation for sustained
growth, driven by the education segment, will support debt/EBITDA
reduction. Established customer relationships and an extensive
database of candidates create barriers to entry. Soliant´s ability
to pass on labor costs to clients supports its good profitability,
which, combined with minimal capex results in healthy cash flow
generation. A highly variable cost structure also mitigates
cyclical risks.
The stable outlook reflects the expectation for revenue growth
rates in the high single-digit range or above over the next 12-18
months, with declines in the healthcare segment offset by strong
double-digit growth in education. Moody's anticipates healthcare
bill rates will continue to trend down modestly and flatten towards
the second half of 2024, as demand for nursing positions normalizes
from the peak caused by the coronavirus pandemic in 2022. The
education segment will continue to benefit from an increase in
producer headcount, new client wins, and additional positions
across existing school clients. Moody's expects profitability rates
to decline slightly as the customer mix in the education segment
shifts towards larger school districts, but debt/EBITDA will be
sustained below 6.0x over the next 12-18 months in the absence of
leveraging transactions (all metrics Moody's adjusted).
Soliant's good liquidity position is supported by the expectation
for strong operating cash flow generation, over $100 million in
2024, along with a $200 million revolving facility (undrawn and
fully available at closing). Moody's expects the company will
distribute the majority of its excess cash to its shareholders via
dividends. Internal liquidity sources are well in excess of capex
needs and term loan amortization payments. The new first-lien
revolver will contain a springing maximum First Lien Secured
Leverage Ratio of 9.5x, with no step downs, when the drawn amount
exceeds 40%. Moody's expects Soliant will maintain an ample cushion
against the covenant test. The $200 million revolver will cover any
seasonal cash flow needs stemming from the nine-month education
calendar and associated volatility in working capital. Soliant's
preferred equity dividend is expected to be paid in kind, but
Moody's anticipates the company will dividend most excess cash to
its holding company parent.
The B2 rating on Soliant's backed senior secured first-lien credit
facilities reflect both the probability of default rating of B2-PD
and Moody's loss given default expectations. The backed senior
secured first-lien credit facilities benefit from secured
guarantees from all existing and subsequently acquired wholly-owned
domestic subsidiaries. Given the lack of other meaningful debt in
the capital structure, the facilities are rated in line with the B2
CFR. The capital structure includes preferred equity issued at a
holding company above the borrower, which Moody's does not consider
as debt in the credit metric calculations or loss given default
expectations.
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 100% of
Closing Date EBITDA and 100% of trailing twelve months (TTM)
EBITDA, plus unlimited amounts subject to either 5.75x First Lien
Secured Leverage Ratio or the First Lien Secured Leverage Ratio
immediately prior to giving effect to such incurrence. Amounts up
to the greater of 100% of Closing Date EBITDA and 100% of TTM
EBITDA, plus incremental starter amount, plus incremental
facilities incurred in connection with permitted acquisitions can
be incurred with an earlier maturity date. Incremental equivalent
debt, ratio debt and incurred acquisition debt amounts are not
subject to any maturity limitations. There are no "blocker"
provisions which prohibit the transfer of specified assets to
unrestricted subsidiaries. There are no protective provisions
restricting an up-tiering transaction.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Soliant sustains revenue growth
rates above mid single-digits and the company continues to increase
its scale while sustaining strong EBITDA margins. An upgrade would
also require a track record of more moderate financial policies and
Moody's expectation that debt-to-EBITDA will remain under 4x
(Moody's adjusted), as well as good liquidity.
The ratings could be downgraded if revenue growth or profitability
diminish materially compared to historical levels, due to increased
competition, saturation in the niche segments Soliant serves, or
other factors impacting the business model. Ratings could also be
downgraded if the company pursues more aggressive financial
policies, such that Moody's expects debt-to-EBITDA will be
sustained above 6x. Diminished liquidity, including FCF/debt below
5% (all metrics Moody's adjusted), could also lead to a ratings
downgrade.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Soliant Lower Intermediate, LLC (dba Soliant), based in Atlanta,
GA, is a specialized staffing and outsourcing services provider
operating solely in the United States. The company sources and
deploys skilled contractors, such as speech therapists or nurses,
to public schools and healthcare providers. On May 24, 2024 The
Vistria Group signed a definitive agreement to acquire Soliant from
Olympus Partners. Moody's expects the company will generate over $1
billion of revenue in fiscal year 2024.
SOLIANT LOWER: S&P Assigns 'B' ICR on Proposed Acquisition
----------------------------------------------------------
S&P Global Ratings assigned 'B' issuer credit rating to Soliant
Lower Intermediate LLC. At the same time, S&P assigned its 'B'
issue-level and '3' recovery ratings to the proposed revolving
credit facility and first-lien secured debt. The '3' recovery
rating indicates its expectation of meaningful (50%-70%; rounded
estimate: 50%) recovery in the event of default.
S&P said, "The stable outlook incorporates our expectation that
Soliant will generate strong organic growth in its education
segment over the next 12 months, offsetting weakness in its health
care segment relating to declining demand for contingent labor. It
also incorporates our expectations that the company's ratio of free
operating cash flow (FOCF) to debt will be above 3% and adjusted
leverage (including preferred treated as debt-like) will generally
remain in the 5x-8x range."
Soliant is recapitalizing as part of its acquisition by private
equity sponsors The Vistria Group and Mubadala Investment Co.
The company will fund the transaction with a new $200 million
revolver (undrawn at close), a $1.29 billion first-lien term loan,
preferred equity having certain debt-like features, and the
remainder in common equity.
S&P said, "Our ratings on Soliant continues to reflect our
expectation that its education segment will continue to fuel
growth, offsetting decline in health care segment. Soliant's
education segment, which provides specialized health care
professionals (including special education teachers, occupational
therapists, nurses, speech language pathologists, and school
psychologists) to kindergarten through 12th-grade (K-12) public and
charter schools, accounts for about 75% of revenue and 80% of
EBITDA. This segment experienced strong growth over past three
years helped by an increased number of clients, services provided
to clients, and low- mid-single digit rate increases. Soliant's
providers typically provide services in midsize suburban and rural
school districts that struggle to meet the increasing demand for
specialized teachers. The business is supported by federal and
state regulations requiring the availability of these services and
related funding made available for special education. The company
also offers to manage the full needs of a school or school
district's special education professionals as a managed service
provider (MSP; called Blazerworks) and its proprietary teletherapy
platform (VocoVision, which accounted for 23% of education segment
revenue for fiscal 2023).
"The company has been investing heavily in sales and recruitment
including about a 45% increase in the number of producers since
2021. We expect the company to continue to invest in sales and
recruitment in the education segment as part of its growth
strategy. This segment offers good revenue visibility, as contracts
rarely change during the school year. While Soliant has a leading
position in this very fragmented industry, we believe competition
for both candidates and for contracts with schools is intense, and
barriers to competition are relatively low.
"Soliant's health care segment, which accounts for about 20% of its
EBITDA, places specialized high-bill-rate nurses and allied health
professionals in hospitals and other health care settings, often in
less-populated areas. Both the bill rates and volume of demand for
contract staff in this segment have been declining rapidly,
reversing the increase that occurred during the height of the COVID
pandemic. While we expected a significant drop in bill rates, the
trajectory of the decline and the decline in utilization (as
hospitals increase full-time hires to reduce reliance on contingent
labor) was steeper than our expectations. We expect 2024 health
care segment revenue to decline by at least 35%-40% and experience
margin pressure as we expect pay rates to remain high.
"Overall, on a blended basis, we expect mid- to high-single digit
revenue growth. Soliant generates strong adjusted EBITDA margins,
which is above average relative to other staffing companies peers
(averaging about 15%). We expect adjusted EBITDA margin to compress
by about 100 basis points (bps) to 200 bps over the next three
years as the company looks to expand its education segment to focus
on larger school districts, where competition for both labor and
contracts with schools is more intense.
"We expect Soliant's adjusted leverage will remain in 6.0x-7.0x
range. We expect adjusted leverage will be about 7x (6x excluding
preferred) for 2024 and decline modestly from that level in 2025.
The new sponsors have a limited track record with the company, and
we expect the private equity owners will operate the company with
an aggressive financial policy favoring either shareholder
distributions or acquisitions over debt repayment, generally
keeping adjusted leverage above 5x.
"The stable outlook reflects our expectation that Soliant will
continue to generate solid organic growth, with only modest
declines in margins over the next two years as the company focuses
on expanding to larger districts as well as slightly higher labor
costs given wage inflation. We also expect the company's adjusted
debt leverage will remain in the 5x-8x range given the aggressive
financial policies and the investment-growth objectives of its
private-equity sponsor."
S&P could lower its rating on Soliant if:
-- Adjusted leverage to rise above 8x (including preferred) on a
sustained basis due to deterioration in business prospects,
extended operational challenges, wage pressure that can't be passed
through to customers, or financial policy related decisions.
-- The ratio of annual free cash flow to debt declines below 3%
stemming from a contraction in EBITDA margins by more than 300
bps.
S&P said, "Although unlikely within the next one to two years, we
could raise our rating on Soliant if we expected it to sustain
leverage below 5x and generate free cash flow such that the ratio
of FOCF/debt is above 5% after covering payment-in-kind (PIK)
interest burden. However, we would likely view any improvement in
the company's credit metrics as temporary given our belief that the
financial policies of the private equity owners will favor
debt-financed acquisitions to accelerate growth or
shareholder-friendly activities instead of deleveraging.
"Governance factors are a moderately negative consideration in our
credit rating analysis. Our assessment of the company's financial
risk profile as highly leveraged reflects corporate decision-making
that prioritizes the interests of the controlling owners, in line
with our view of the majority of rated entities owned by
private-equity sponsors. Our assessment also reflects the generally
finite holding periods and a focus on maximizing shareholder
returns."
SOUTH HILLS: Seeks Court OK to Transfer Operations of 4 Facilities
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South Hills Operations, LLC is seeking court approval to transfer
operations of four skilled nursing facilities to South Hills Opco,
LLC and three other operators.
In its motion, the company asked the U.S. Bankruptcy Court for the
Western District of Pennsylvania to approve four separate
agreements, which provide for the sale of substantially all assets
used to operate the facilities in Canonsburg, Murrysville,
Monroeville and Pittsburgh, Pa.
South Hills operates the South Hills Rehabilitation and Wellness
Center, a 104-bed licensed skilled nursing facility in Canonsburg.
Its affiliates, Murrysville Operations, LLC, Monroeville
Operations, LLC and Mt. Lebanon Operations, LLC operate the three
other facilities, each accommodating 120 beds.
The companies operate the facilities under a 2017 master lease with
GPH Canonsburg, LP and three other landlords.
Under the deal, each of the companies agreed to transfer the assets
to the respective new operators, except for accounts receivables
accrued based on pre-closing dates of service and avoidance
actions; and cooperate with the new operators for an orderly
transfer of the operations of the facilities.
Unless the new operators choose to purchase vehicles owned by the
sellers, there will not be any cash paid under the agreements.
Rather, the new operators must, among other things, obtain the
necessary licenses and pay cure costs owed on any assumed
contract.
Meanwhile, the landlords agreed to grant incentives in order for
the transaction to proceed.
The landlords agreed to fund $2.65 million in working capital
(one-half at closing and one-half 30 days later) with no repayment
obligation; fund up to $3 million in capital expenditures to
improve the facilities with no repayment obligation; and grant the
new landlords an option to purchase the real estate associated with
the facilities for between $42,000 to $47,000 per licensed bed.
The working capital and capital expenditures funding commitments by
the GPH landlords together constitute up to $5.65 million in much
needed cash to be used on operations, according to the companies'
attorney, Daniel Schimizzi, Esq., at Whiteford Taylor & Preston,
LLP.
"These incentives are intended to enable the new operators to
stabilize operations and make facility improvements to ensure a
smooth transition to the new operators and improve quality of
care," Mr. Schimizzi said in the motion filed in court.
The motion is on the court's calendar for July 1.
About South Hills Operations
South Hills Operations, LLC and its affiliates operate 13 skilled
nursing facilities in Pennsylvania. While they do not have
identical ownership, there is substantial common ownership among
the various debtor entities, and they are affiliates of one
another.
The Debtors filed Chapter 11 petitions (Bankr. W.D. Pa. Lead Case
No. 24-21217) on May 17, 2024, with $1 million to $10 million in
assets and $10 million to $50 million in liabilities.
Judge Carlota M. Bohm oversees the cases.
The Debtors tapped Whiteford Taylor & Presto and Bass, Berry &
Sims, PLC as legal counsels; Ankura Consulting, LLC as
restructuring advisor; and Blueprint Healthcare Real Estate
Advisors, LLC and Cummings and Co. Realtors, LLC as financial
advisors.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
SOUTHERN SHAVINGS: Hires Kelley & Clements as Counsel
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Southern Shavings Inc. seeks approval from the U.S. Bankruptcy
Court for the Middle District of Georgia to employ Kelley &
Clements LLP as counsel.
The firm's services include:
a. providing legal advice and services regarding the Debtor's
bankruptcy case and providing substantive and strategic advice on
how to accomplish the Debtor's goals in connection with the
prosecution of its bankruptcy case;
b. advising the Debtor of its obligations, duties and rights
under the Bankruptcy Code;
c. preparing legal documents, including the Debtor's Chapter
11 plan and disclosure statement;
d. appearing in court and at any meeting with the U.S. trustee
and creditors;
e. performing various services to administer the case,
including, without limitation, (i) preparing motions,
certifications of counsel, notices of fee applications, motions and
hearings, and hearing binders of documents and pleadings, (ii)
monitoring the docket for filings, (iii) monitoring pending
applications, motions, hearing dates, and other matters and the
deadlines associated therewith, (iv) handling inquiries regarding
pending matters and the general status of the case; and (v)
providing notice to parties in interest in compliance with the
court's direction;
f. interacting and communicating with the court's chambers and
clerk's office; and
g. preparing, reviewing, revising, filing, and prosecuting
motions and other pleadings related to contested matters, executor
contracts and unexpired leases, asset sales, plan and disclosure
statement issues, and claims administration and resolving
objections and other matters relating thereto; and
h. performing all other services necessary to prosecute Debtor's
chapter 11 case to a successful conclusion.
The firm will be paid at these rates:
Charles N. Kelley, Jr., Partner $450 per hour
Jonathan D. Clements, Partner $250 per hour
Tammy A. Winkler, Paralegal $135 per hour
The Debtor paid an advance retainer of $27,500.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Charles N. Kelley, Jr., Esq., a partner at Kelley & Clements LLP,
disclosed in court filings, Kelley & Clements is a "disinterested
person" as that phrase is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Charles N. Kelley, Jr., Esq.
KELLEY & CLEMENTS LLP
PO Box 2758
Gainesville, GA 30503
Phone: (770) 531-0007
Email: ckelley@kelleyclements.com
About Southern Shavings Inc.
Southern Shavings Inc. in Royston GA, filed its voluntary petition
for Chapter 11 protection (Bankr. M.D. Ga. Case No. 24-50663) on
May 7, 2024, listing $1 million to $10 million in assets and $1
million to $10 million in liabilities. Lina Alewine as secretary,
signed the petition.
Judge Austin E. Carter oversees the case.
KELLEY & CLEMENTS LLP serve as the Debtor's legal counsel.
STERILUMEN INC: Kicks Off Chapter 11 Bankruptcy Process
-------------------------------------------------------
Sterilumen Inc. filed for chapter 11 protection in the Southern
District of New York. According to court filing, the Debtor
reports between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states funds will be available to unsecured
creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
June 20, 2024 at 1:30 p.m. Teleconference at Office of UST.
About Sterilumen Inc.
Sterilumen Inc. -- https://www.sterilumen.com -- offers a portfolio
of technologically-advanced, energy efficient air purifier and
surface disinfectant systems.
Sterilumen Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-22463) on May 24,
2024. In the petition signed by Scott Hayman, as chief operating
officer, the Debtor reports estimated assets between $100,000 and
$500,000 and estimated liabilities between $1 million and $10
million.
The Honorable Bankruptcy Judge Sean H Lane handles the case.
The Debtor is represented by:
Erica Feynman Aisner, Esq.
Kirby Aisner & Curley LLP
150 N. Macquesten Parkway NW
Mount Vernon, NY 10550
STEWARD HEALTH: Sen. Warren, et al., Seek Chapter 11 Trustee
------------------------------------------------------------
Evan Ochsner of Bloomberg Law reports that Elizabeth Warren and two
other Democratic senators are urging the Justice Department to seek
the appointment of an independent fiduciary to take over the
bankruptcy of the largest private for-profit hospital operator in
the US.
The US Trustee's office, the Justice Department division that
oversees bankruptcies, should ask the US Bankruptcy Court for the
Southern District of Texas to appoint a trustee to administer
Steward Health Care System LLC's estate through the bankruptcy,
said Warren (Mass.), and Sens. Edward Markey (Mass.) and Sherrod
Brown (Ohio), the chairman of the Senate banking committee.
About Steward Health Care
Steward Health Care System LLC owns and operates the largest
private physician-owned for-profit healthcare network in the U.S.
Headquartered in Dallas, Texas, Steward's operations include 31
hospitals in eight states, approximately 400 facility locations,
4,500 primary and specialty care physicians, 3,600 staffed beds,
and nearly 30,000 employees. Steward Health Care provides care to
more than two million patients annually.
Steward and 166 affiliated debtors filed a chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024, in the
U.S. Bankruptcy Court for the Southern District of Texas, and the
Honorable Christopher M. Lopez oversees the proceeding.
Weil, Gotshal & Manges LLP is serving as the Company's legal
counsel. AlixPartners, LLP is providing financial advisory services
to the Company, and John Castellano of AlixPartners is serving as
the Company's Chief Restructuring Officer. Lazard Freres & Co.
LLC, Leerink Partners LLC, and Cain Brothers, a division of
KeyBanc
Capital Markets Inc. are providing investment banking services to
the Company. McDermott Will & Emery is special corporate and
regulatory counsel for the company. Kroll is the claims agent.
STEWARD HEALTH: U.S. Trustee Appoints Suzanne Koenig as PCO
-----------------------------------------------------------
Kevin Epstein, the U.S. Trustee for Region 7, appointed Suzanne
Koenig as patient care ombudsman for Steward Health Care System LLC
and affiliates.
To the best of her knowledge, Ms. Koenig has no connections with
the Debtor, creditors, any other parties in interest, their
respective attorneys and accountants, the U.S. Trustee, and persons
employed in the Office of the U.S. Trustee, except as set forth in
her verified statement.
Section 333(b) of the Bankruptcy Code provides that the PCO shall:
* monitor the quality of patient care provided to patients of
the debtor, to the extent necessary under the circumstances,
including interviewing patients and physicians;
* not later than 60 days after the date of this appointment,
and not less frequently than at 60-day intervals thereafter, report
to the court after notice to the parties in interest, at a hearing
or in writing, regarding the quality of patient care provided to
patients of the debtor; and
* if such ombudsman determines that the quality of patient
care provided to patients of the debtor is declining significantly
or is otherwise being materially compromised, file with the court a
motion or a written report, with notice to the parties in interest
immediately upon making such determination; and
Section 333(c) of the Bankruptcy Code provides further that:
* An ombudsman appointed under section 333(a) of the
Bankruptcy Code shall maintain any information obtained by such
ombudsman under section 333 of the Bankruptcy Code that relates to
patients (including information relating to patient records) as
confidential information. Such ombudsman may not review
confidential patient records unless the court approves such review
in advance and imposes restrictions on such ombudsman to protect
the confidentiality of such records.
The PCO will keep contemporaneous records of time and expenses in
one-tenth per hour increments and bill the estate at no more than
$500 per hour for services rendered, $250 per hour for non working
travel time and for reimbursement of actual and necessary
expenses.
A copy of the appointment is available for free at
https://urlcurt.com/u?l=I7T5Bu from PacerMonitor.com.
About Steward Health Care
Steward Health Care System LLC owns and operates the largest
private physician-owned for-profit healthcare network in the U.S.
Headquartered in Dallas, Texas, Steward's operations include 31
hospitals in eight states, approximately 400 facility locations,
4,500 primary and specialty care physicians, 3,600 staffed beds,
and nearly 30,000 employees. Steward Health Care provides care to
more than two million patients annually.
Steward and 166 affiliated debtors filed chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024, in the
U.S. Bankruptcy Court for the Southern District of Texas, and the
Honorable Christopher M. Lopez oversees the proceeding.
Weil, Gotshal & Manges LLP is serving as the Company's legal
counsel. AlixPartners, LLP is providing financial advisory services
to the Company, and John Castellano of AlixPartners is serving as
the Company's Chief Restructuring Officer. Lazard Freres & Co. LLC,
Leerink Partners LLC, and Cain Brothers, a division of KeyBanc
Capital Markets Inc. are providing investment banking services to
the Company. McDermott Will & Emery is special corporate and
regulatory counsel for the company. Kroll is the claims agent.
STRATEGIC PORK SOLUTIONS: Hits Chapter 11 Bankruptcy
----------------------------------------------------
Strategic Pork Solutions LLC filed for chapter 11 protection in the
District of Minnesota. According to court documents, the Debtor
reports $3,442,545 in debt owed to 1 and 49 creditors. The petition
states funds will not be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
July 10, 2024 at 10:00 a.m. Teleconference only.
About Strategic Pork Solutions
Strategic Pork Solutions LLC owns three properties in Minnesota
having a total current value of $887,000.
Strategic Pork Solutions LLC sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No.
24-31355) on May 23, 2024. In the petition signed by Steve Hargis,
as president, the Debtor reports total assets of $1,092,000 and
total liabilities of $3,442,545.
The Honorable Bankruptcy Judge Katherine A. Constantine handles the
case.
The Debtor is represented by:
David C. McLaughlin, Esq.
Fluegel Anderson McLaughlin & Brutlag
126 South Broadway
Wells, MN 56097
Tel: 320-839-2549
E-mail: dmclaughlin@fluegellaw.com
SUSTAITA PROPERTIES: Hires DeMarco Mitchell PLLC as Counsel
-----------------------------------------------------------
Sustaita Properties 316 Ezell LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
DeMarco Mitchell, PLLC as counsel.
The firm will provide these services:
(a) take all necessary action to protect and preserve the
estate;
(b) prepare on behalf of the Debtor all necessary legal
papers;
(c) formulate, negotiate, and propose a plan of
reorganization; and
(d) perform all other necessary legal services in connection
with these proceedings.
The firm will be paid as follows:
Robert T. DeMarco, Esq. $400 per hour
Michael S. Mitchell, Esq. $300 per hour
Barbara Drake, Paralegal $125 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer of $10,000.
Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco Mitchell, PLLC
12770 Coit Road, Suite 850
Dallas, TX 75251
Tel: (972) 578-1400
Fax: (972) 346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About Sustaita Properties 316 Ezell LLC
Sustaita Properties 316 Ezell LLC, filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Tex. Case No. 24-31347) on May 6, 2024,
disclosing under $1 million in both assets and liabilities. The
Debtor hires DeMarco Mitchell, PLLC as counsel.
TABOR MANOR: U.S. Trustee Appoints Jeanne Goche as PCO
------------------------------------------------------
Mary Jensen, the Acting U.S. Trustee for Region 12, asked the U.S.
Bankruptcy Court for the Southern District of Iowa to approve the
appointment of Jeanne Goche as patient care ombudsman for Tabor
Manor Care Center, Inc.
The appointment was made pursuant to the order from the Bankruptcy
Court on May 13.
To the best of her knowledge, Ms. Goche has no connections with
Tabor Manor Care Center, creditors, any other parties in interest,
their respective attorneys and accountants, the U.S. Trustee, and
persons employed in the Office of the U.S. Trustee, except as set
forth in her verified statement.
In accordance with Section 333(b) of the Bankruptcy Code, the
Patient Care Ombudsman shall:
* Monitor the quality of patient care provided to patients of
the debtor, to the extent necessary under the circumstances,
including interviewing patients and physicians;
* Not later than 60 days after the date of this appointment,
and not less frequently than at 60 day intervals thereafter, report
to the Court after notice to the parties in interest, at a hearing
or in writing, regarding the quality of patient care provided to
patients of the debtor; and
* If such ombudsman determines that the quality of patient
care provided to patients of the debtor is declining significantly
or is otherwise being materially compromised, file with the Court a
motion or a written report, with notice to the parties in interest
immediately upon making such determination.
* Without special notice to patients, have access to and may
review confidential patient records as necessary and appropriate to
discharge her duties and responsibilities under this Order,
provided however, that she protect the confidentiality of such
records as required under federal and state non-bankruptcy law and
regulations, including but not limited to the Health Insurance
Portability and Accountability Act of 1996 (Pub. L. 104-191), and
any amendments or implementing regulations ("HIPAA"), and the
Health Information Technology for Economic and Clinical Health Act,
which was enacted as title XIII of division A and title IV of
division B of the American Recovery and Reinvestment Act of 2009
(Pub. L.111-5), and any amendments or implementing regulations
("HITECH"), including the Final Omnibus Privacy Regulations in 45
CFR Parts 160 and 164; and under 42 CFR Part 2.
* In the interest of judicial economy and to avoid confusing
Debtor's patients, the Ombudsman will work with Debtor to post a
notice informing patients of the Ombudsman appointment, duties, and
availability to provide notice in accordance with Fed. R. Bankr. P.
2015.1(a). Such notice will include a statement that Ombudsman
reports are available at the facility, through direct contact with
the Ombudsman, and/or through Debtor's counsel.
A copy of the application is available for free at
https://urlcurt.com/u?l=IhkPll from PacerMonitor.com.
The ombudsman may be reached at:
Jeanne M. Goche, MA, JD
Solutions in Health Care Management
PO Box 743
West Branch, IA 52358
Ph: 319-330-0008
Email: jgoche@solutionsinhealthcaremanagement.com
About Tabor Manor Care Center
Tabor Manor Care Center, Inc. provides skilled nursing and
complementary and ancillary health care services in Fremont County,
Iowa counties. Tabor has approximately 46 beds in its Skilled
Nursing Facility.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Iowa Case No. 24-00636-lmj11) on May
8, 2024. In the petition signed by Chris Worcester, assistant
administrator, the Debtor disclosed up to $10 million in both
assets and liabilities.
Jeffrey D. Goetz, Esq., at Dickinson, Bradshaw, Fowler & Hagen, PC,
represents the Debtor as legal counsel.
TENET HEALTHCARE: S&P Alters Outlook to Positive, Affirms 'B+' ICR
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' issuer credit and issue-level
ratings and revised the outlook to positive from stable on Tenet
Healthcare Corp. While the '2' recovery rating for the secured debt
is unchanged, our rounded recovery estimate is now 80% from 70%.
The positive outlook reflects S&P's belief that Tenet's better
operating performance, leverage that is now about 4x, and cash flow
are sustainable, though there is a lack of clarity about its future
financial policies.
Tenet's credit profile has improved. For several years Tenet has
been reducing its acute-care portfolio and exiting selected markets
through asset sales. Concurrently it has been redeploying capital
aggressively by investing heavily in building its higher-margined
ambulatory surgery center (ASC) business, which now generates about
20% of total revenue, but a higher percentage of its profitability.
These factors as well as a greater focus on capital allocation to
higher-acuity services has strengthened operating performance.
Coupled with the $4 billion of hospital sales proceeds in early
2024 that was used to repay debt and boost cash reserves, Tenet's
leverage declined significantly to 3.9x as of March 31, 2024, from
5.2x as of Dec. 31, 2023, and 5.5x as of Dec. 31, 2022.
Good business prospects suggest Tenet's better margins and cash
flow are sustainable. Tenet plans to continue to further expand its
ASC business. S&P said, "We expect further growth in that business,
coupled with good overall conditions for the acute-care sector
including solid patient volume and better labor conditions, to
support solid margin and cash flow prospects. We also think the
company will refrain from aggressive acquisition activity."
Tenet's still uncertain financial policy is an important
consideration. The company's financial policy will be an important
consideration in determining prospects for its credit profile,
including how aggressively it will grow its ASC business via
acquisitions and share repurchase plans.
The positive outlook reflects the possibility of an upgrade if the
company provides more clarity regarding its financial policies that
includes a commitment to keep credit metrics consistent with the
recent improvement in its credit profile.
S&P said, "We could revise the outlook to stable if leverage
increases, and we expect it to remain above 5x. This could occur if
Tenet experiences a rate cut, or the company's acquisition and
financial policies become very aggressive.
"We could raise our rating on Tenet if we believe the company's
acquisition and financial policies are conservative to the extent
that leverage will remain below 5x.
"ESG factors have an overall neutral influence on our credit rating
analysis of Tenet. Nurse recruitment and retention and other
staffing-related expenses will continue for the company and its
peers, but wage inflation appears to be stabilizing. Acute-care
settings are among the highest areas of health care expenditures,
and we expect payors will be focused on this area to lower health
care costs. Additionally, health care companies must contend with
the gradual, but ongoing migration away from fee-for-service
payment methodology and the increasing focus on quality and outcome
standards. We believe payors will be measured in their approach so
as not to meaningfully affect access to health care, but companies
such as Tenet must be prepared to adapt to these changes."
TIMOTHY HILL: Amends Several Secured Claims; Plan Hearing July 11
-----------------------------------------------------------------
Timothy Hill Children's Ranch, Inc., submitted an Amended
Disclosure Statement for Plan of Reorganization dated May 23,
2024.
The Debtor has continued in the operation and management of its
business during the Chapter 11 proceeding.
As a result of the Debtor's operations and settlement with three of
the four lawsuits, the Debtor is now in a position to successfully
emerge from Chapter 11 and effectuate the Plan. During the
post-petition operation the Debtor has remained current on its
post-petition obligations and has paid its bills in the ordinary
course of business.
Class 3 consists of three secured claims held by Pinnacle Bank,
Simmons Bank and First Community Bank. The claim of Pinnacle Bank
in the amount of $532,149.64 is secured against the property
located at 358 Relax Drive, Smithville, TX. Pinnacle Bank's line of
credit agreement with the Debtor matured in January 2024. Pinnacle
has agreed to extend the line of credit for an additional 8 months
with the Debtor maintaining current monthly payments of $4,400.00,
commencing June 2024. If the Debtor fails to make any payment to
Pinnacle Bank within the month that it falls due, Pinnacle Bank
shall be entitled to stay relief upon filing an Affirmation of
Non-Compliance with the Court.
Upon the expiration of the extension, the Debtor will satisfy
Pinnacle's loan in full. Pinnacle Bank shall be entitled to
immediate, self-executing stay relief effective January 31, 2025.
The claim of Simmons Bank in the amount of $508,353.91 is secured
against the property located at 222 Durham Rod, Searcy AZ. First
Community Bank has a mortgage on the property located at 202 Durham
Road, Searcy AZ in the amount of $499,999.99. The legal, equitable
and contractual rights of each of these creditors shall remain
unaltered and fully effective. Each creditor shall maintain their
liens and the Debtor will continue to make regular monthly payments
pursuant to the terms and conditions of the notes and mortgages.
Class 4 consists of the claims of John Joseph Barci, John J.
Gubitosi and Andres Alexander Ramons, three plaintiffs who
commenced a lawsuit in the Supreme Court of the State of New York,
County of Suffolk against the Debtor, members of the Debtors board
of directors both past and current and various employees of the
Debtor pursuant to the Child Victim Act (enacted on February 14,
2019) in which the New York State Governor of legislature approved
legislation that amended the New York CPLR by, inter alia, adding
CPLR 214-g which revives sexual abuse actions (involving both
intentional conduct and negligence) that were previously time
barred under New York law.
This class also consists of a claim filed by Jayme Thode who
commenced a lawsuit in Supreme Court of the State of New York,
County of Suffolk against the Debtor, members of the Debtors board
of directors both past and current and various employees of the
Debtor pursuant to the Child Victim Act (enacted on February 14,
2019) in which the New York State Governor of legislature approved
legislation that amended the New York CPLR by, inter alia, adding
CPLR 214-g which revives sexual abuse actions (involving both
intentional conduct and negligence) that were previously time
barred under New York law. The parties have agreed to resolve the
pending lawsuit and the claimant shall receive the sum of
$100,000.00 in full satisfaction of any and all claims against the
Debtor and all named defendants in the pending actions. This class
will be paid the settlement amount in full within 30 days of the
Effective Date of the Plan. Upon receipt of the amount set forth,
claimants shall file a stipulation of discontinuance, with
prejudice, in the State Court for all actions pending.
Upon receipt and exchange of the settlement payment, in full
satisfaction, Thode will fully release and forever discharge the
Debtor, all past and present board members and any employees who
were named in the lawsuits and each of their respective heirs,
agents, legal representatives, successors and beneficiaries from
any and all claims, demands, debts, actions and causes of action of
any kind of nature whatsoever, matured or unmatured, liquidated or
unliquidated, fixed or contingent, arising in law or in equity,
known or unknown which the parties have or may have had at any time
against the Debtor, past and present board members and any employee
of the Debtor. This release is a result of a global settlement with
the Plaintiff. Without this global settlement and the agreement
reached with the parties obtaining releases, the Debtor would be
unable to proceed.
Like in the prior iteration of the Plan, Class 7 Allowed General
Unsecured Claims total approximately $561,123.65. In full
satisfaction, compromise, settlement, release and discharge of and
in exchange for such Allowed General Unsecured claim, each holder
thereof shall receive within 30 days of the Effective Date of the
Plan, or as soon as reasonably practicable thereafter, 100% of its
Allowed Claim.
Prior to the Effective Date of the Plan: (a) the Debtor shall
execute and deliver to Dime Bank amendments to the Term Note and
Line of Credit Agreement consistent with the terms set forth in the
Final Cash Collateral Order.
The Debtor will be paying all allowed claims in full within 30 days
of the Effective Date of the Plan. The Debtor believes it will
require $2,261,124.00 for confirmation and will have the necessary
funds in escrow before confirmation of the Plan, which shall be
effectuated from ongoing business operations and contributions from
its network of private supporters donations.
The Bankruptcy Court has scheduled July 11, 2024 at 10 :00 a.m. as
the date for Confirmation of the Plan and objections thereto. The
Bankruptcy Court has fixed July 1, 2024 at 4:00 p.m. as the date by
which all written objections to Confirmation of the Plan shall be
actually filed with the Bankruptcy Court.
A full-text copy of the Amended Disclosure Statement dated May 23,
2024 is available at https://urlcurt.com/u?l=q9iOPq from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Heath S. Berger, Esq.
BERGER FISCHOFF SHUMER WEXLER & GOODMAN LLP
6901 Jericho Turnpike #230
Syosset, NY 1179
Phone: (800) 806-1136
Email: hberger@bfslawfirm.com
About Timothy Hill Children's Ranch
Timothy Hill Children's Ranch, Inc. owns and operates transitional
housing programs for troubled teens and young adults.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.Y. Case No. 23-73821) on October 16,
2023. In the petition signed by Thaddaeis Hill, executive director,
the Debtor disclosed $13,637,708 in assets and $4,841,336 in
liabilities.
Judge Louis A. Scarcella oversees the case.
Heath S. Berger, Esq., at Berger, Fischoff, Shumer, Wexler &
Goodman, LLP, represents the Debtor as legal counsel.
TOWER HEALTH: Prepares $1 Billion Debt Swap, Plans to Raise Funds
-----------------------------------------------------------------
Lauren Coleman-Lochner of Bloomberg News reports that struggling
Pennsylvania hospital chain Tower Health plans to exchange current
debt and raise additional funds as it pursues a turnaround.
The system, trustee and bondholders of about $992 million in debt
are supporting an exchange of "substantially all" existing bonds,
according to a May 31, 2024 agreement that Tower Health disclosed
in a filing Monday, June 3, 2024. The system also plans on selling
$142.5 million of new municipal bonds for working capital. The
finalized agreement will close in August 2024, according to a
spokesperson for Tower Health.
About Tower Health
Tower Health is a hospital chain in Pennsylvania. It currently
consists of three fully owned acute care hospitals including Tower
Health's flagship in Reading, PA, Phoenixville Hospital and
Pottstown Hospital along the 422-corridor.
TREE HOUSE: Court OKs Cash Collateral Access Thru Aug 1
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, authorized Tree House LLC to use cash collateral, on an
interim basis, in accordance with the budget, through August 1,
2024.
Specifically, the Debtor is permitted to use cash collateral to
pay: (a) amounts expressly authorized by the Court, including
payments to the US Trustee for quarterly fees; (b) the current and
Necessary expenses set forth in the budget, plus an amount not to
exceed 10% for each line item; and (c) such additional amounts as
may be expressly approved in writing by Valley National Bank, N.A.,
the Secured Creditor.
As additional adequate protection, the Debtor will (a) make
interest-only, $1,000/month payments to Secured Creditor, as set
forth in the Budget; (b) provide Secured Creditor with updated
accounts receivables reports, including accounts receivable agings,
comparing the Debtor's actual monthly receivables to the Budget's
projected monthly accounts receivable, by 5:00 PM EST on the 15th
day of each month (reporting for the immediately prior month),
beginning on June 15, 2024 (reporting for the period between the
Petition Date and May 31, 2024) and continuing for all subsequent
applicable months; (c) provide Secured Creditor with (i) year-end
income statements plus rent roll for 2023; and (ii) year-to-date
income plus rent roll for 2024, by 5:00 PM EST on June 15, 2024;
and (d) provide Secured Creditor with any proposed modifications to
the Budget or new budgets at least five business days prior to any
continued hearing on the use of cash collateral.
Each creditor with a security interest in cash collateral will have
a perfected post-petition lien against cash collateral to the same
extent and with the same validity and priority as the prepetition
lien, without the need to file or execute any document as may
otherwise be required under applicable non bankruptcy law.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under the loan and security
documents with the Secured Creditor.
A continued hearing on the matter is set for August 1 at 2 p.m.
A copy of the order is available at https://urlcurt.com/u?l=4kh0GS
from PacerMonitor.com.
About Tree House LLC
Tree House LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01823) on April 3,
2024, with $1 million to $10 million in both assets and
liabilities. Garrett Kenny, manager, signed the petition.
Judge Catherine Peek McEwen oversees the case.
Justin M. Luna, Esq., at Latham Luna Eden & Beaudine, LLP
represents the Debtor as legal counsel.
TRIMONT ENERGY: Selling Garden Island Bay Assets to Spectrum AR
---------------------------------------------------------------
A U.S. bankruptcy judge has given the go-signal for Trimont Energy
(GIB), LLC to sell its assets to the winning bidder.
Judge Meredith Grabill of the U.S. Bankruptcy Court for the Eastern
District of Louisiana approved the sale of the assets to Spectrum
AR, LLC whose offer was selected as the winning bid at the May 7
auction.
Trimont owns assets in the Garden Island Bay field, which include
oil and gas leases and equipment necessary for the production of
oil and gas.
Under the deal, Spectrum agreed to pay $5.45 million for the assets
and $357,353.70 for the cure costs; and assume certain obligations,
subject to adjustments.
The assets are being sold "free and clear" of liens, claims and
encumbrances, according to the sale agreement between the
companies.
The agreement requires Spectrum to close the sale by June 17. If
Spectrum fails to do so, the assets will be sold to the back-up
bidder, Torrent Gulf Coast GIB, LLC, for $5.15 million.
The sale will provide sufficient capital to fund a plan of
reorganization, according to Trimont's attorney, Douglas Draper,
Esq., at Heller, Draper & Horn, LLC.
About Trimont Energy
Trimont Energy (GIB), LLC is a Houston-based company, which
operates in the oil and gas extraction industry.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D. La. Case No. 23-11869) on Oct. 25,
2023, with $1 million to $10 million in both assets and
liabilities. Dwayne Murray, Esq., at Murray & Murray, LLC, serves
as Subchapter V trustee.
Judge Meredith S. Grabill oversees the case.
Douglas S. Draper, Esq., at Heller, Draper & Horn, LLC represents
the Debtor as legal counsel.
UNIVERSITY OF THE ARTS: Closes Doors Due to Funding Deterioration
-----------------------------------------------------------------
Amanda Albright of Bloomberg News reports that University of the
Arts, a private college in Philadelphia that trains future
animators and dancers with roughly $50 million of municipal debt
outstanding, is abruptly closing after its finances deteriorated.
The college, founded in 1876 with about 1,200 full-time students,
announced on Friday that it would close on June 7, marking the
latest college to announce plans to do so this year. The school's
campus is located in a historic arts district of Philadelphia.
About University of the Arts
University of the Arts, founded in 1876, is a private college in
Philadelphia that trains future animators and dancers.
UP RIGHT: Amends Unsecured Claims Pay Details
---------------------------------------------
Up Right Transportation LLC submitted a Third Modified Second
Amended Plan of Reorganization under Subchapter V dated May 23,
2024.
The modifications herein are immaterial and are made only: (i) to
address the Debtor's organizational structure; (ii) to include
information addressing concerns raised by the United States
Trustee; and (iii) to delete the treatment of the IRS as a priority
creditors based upon its recently amended proof of claim.
Class 8 consists of General Unsecured Creditors. The General
Unsecured Creditor Class consists of the following creditors:
* $97,123.99 in unsecured creditors that filed proofs of
claim;
* $83,211.00 in unsecured creditors scheduled by the Debtor as
having an undisputed claim; and
* $198,308.00in deficiency claims and unsecured portions of
tax claims.
The total Unsecured Creditor Class is $378,642.99. The Debtor shall
make monthly payments to the Disbursing Agent of $450.00, which the
Disbursing Agent shall distribute pro rata to the unsecured
creditors on a quarterly basis for 12 quarters (36 months). These
payments represent a total payout of $16,200.00, which is
approximately a 4% payout on unsecured claims. This amount is more
than such creditors would receive in a Chapter 7 liquidation.
Additionally, following full payment of Administrative Claims, the
Class 8 Claimants may receive an additional distribution from the
stream of payments currently allocated over 48 months to
Administrative Expense Claims if full payment has been made on the
outstanding claims in Classes 1 and 2. Lastly, if BMO Class One and
Class Two are paid in full within the first 36 months of the Plan,
the monthly payments otherwise designated to be paid to BMO during
this first 36 months will be diverted to make an additional
distribution to the unsecured creditor class.
In sum, this Class shall receive:
* $16,200 over 36 months;
* Potentially $1,152 per month over remaining 48-month term
after full payment of Admin Expense Claims and satisfaction of BMO
Classes one and two; and
* Potentially BMO monthly payments totaling $1,050.00 per
month IF the BMO claims have been paid in full over the first 36
months of the Plan.
Initial payment on this Claim may be delayed (up to six months) if
Debtor has insufficient funds to pay its Administrative Claims in
full on the Effective Date. In such case, the unsecured creditors
will still be paid the total amount of its secured claim, although
payment may not begin in the first quarter.
The Debtor will fund its future plan payments from its disposable
income earned from the Debtor's operations. Based upon its annual
operations, the Debtor estimates that its monthly disposable net
income to be contributed to the Class 8 General Unsecured Creditors
will be $450.00 per month.
The Debtor believes that its business has stabilized and that it
will be able to make the monthly payments of $9,121.54 on a regular
basis. The total Plan payment includes a commission of $389.00
(approximately 4.0% of disbursements) to be paid to the Disbursing
Agent for his services.
The Debtor shall make the monthly plan payment to the Disbursing
Agent in two Disbursings; $4,560.77 due on the 1st day of each
month and $4,560.77 due on the 15th day of each month, to begin on
the first full month following the Plan Effective Date. The Trustee
shall file a statement into the record every quarter evidencing the
amount and the date each payment was received from the Debtor, and
the application of payments to all creditors.
A full-text copy of the Third Modified Second Amended Plan dated
May 23, 2024 is available at https://urlcurt.com/u?l=rHLAAz from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Robin R. De Leo, Esq.
THE DE LEO LAW FIRM, LLC
800 Ramon St.
Mandeville, LA 70448
Tel: (985) 727-1664
Fax: (985) 727-4388
Email: lisa@northshoreattorney.com
About UP Right Transportation
Up Right Transportation LLC is a transportation company that hauls
commercial equipment for short and regional jobs.
Up Right Transportation sought protection for relief under Chapter
11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 23-11429) on
Aug. 24, 2023, listing $100,001 to $500,000 in assets and $500,001
to $1 million in liabilities.
Robin R. De Leo, Esq., at The De Leo Law Firm LLC, is the Debtor's
counsel.
VANGUARD MEDICAL: Court OKs Cash Collateral Access Thru July 3
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, authorized Vanguard Medical, LLC to use cash
collateral, on an interim basis, in accordance with the budget,
with a 10% variance, through July 3, 2024.
As adequate protection for any diminution in the value of their
collateral due to the Debtor's use of cash collateral, the Small
Business Administration, CHEDR, LLC, and Cardinal Health 105, LLC
are granted replacement liens in postpetition assets of the same
kind, type, and nature as their prepetition collateral and any
proceeds thereof. The postpetition liens will have the same
priority as the prepetition liens of such Lien Holder and will be
deemed valid, enforceable and perfected only to the extent that the
prepetition lien of a Lien Holder is valid, enforceable and
perfected.
A further hearing on the matter is set for July 2 at 1:30 p.m.
A copy of the order is available at https://urlcurt.com/u?l=74UTLn
from PacerMonitor.com.
About Vanguard Medical, LLC
Vanguard Medical, LLC is a Connecticut limited liability company
formed in September, 2018. The Debtor conducts business throughout
New England including significant business in the Commonwealth of
Massachusetts.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 24-10561) on March 25,
2024. In the petition signed by Clancy Purcell, CEO, the Debtor
disclosed $7,796,609 in assets and $6,694,550 in liabilities.
Judge Janet E. Bostwick oversees the case.
Peter N. Tamposi, Esq., at the Tamposi Law Group, PC, represents
the Debtor as legal counsel.
VENUS CONCEPT: All Two Proposals Passed at Annual Meeting
---------------------------------------------------------
Venus Concept Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on June 5, 2024, it held
its Annual Meeting of Stockholders at which the the stockholders
elected Rajiv De Silva and Keith Sullivan as Class I directors for
a three-year term and ratified the selection of MNP LLP as the
Company's independent registered public account firm for the fiscal
year ending Dec. 31, 2024.
Consent Amendment
On June 7, 2024, Venus Concept, Venus Concept USA, Inc., a
wholly-owned subsidiary of the Company, Venus Concept Canada Corp.,
a wholly-owned Canadian subsidiary of the Company, and Venus
Concept Ltd., a wholly-owned Israeli subsidiary of the Company,
entered into a Consent Agreement with Madryn Health Partners, LP
and Madryn Health Partners (Cayman Master), LP. The Consent
Agreement amended the MSLP Loan Amendment entered into between the
Loan Parties and the Lenders on May 24, 2024 to, among other
things, grant certain relief from minimum liquidity requirements
under the MSLP Loan Amendment.
Second Bridge Loan Amendment
On June 7, 2024, the Loan Parties entered into a Second Bridge Loan
Amendment Agreement with the Lenders. The Second Bridge Loan
Amendment amended that certain Loan and Security Agreement, dated
April 23, 2024, among Venus USA, as borrower, the Company, Venus
Canada and Venus Israel, as guarantors, and the Lenders, as lenders
(as amended from time to time), to extend the maturity date of the
Bridge Loan from June 7, 2024 to June 21, 2024.
About Venus Concept
Toronto, Ontario-based Venus Concept Inc. is an innovative global
medical technology company that develops, commercializes, and
delivers minimally invasive and non-invasive medical aesthetic and
hair restoration technologies and related practice enhancement
services. The Company's systems have been designed on a
cost-effective, proprietary and flexible platform that enables the
Company to expand beyond the aesthetic industry's traditional
markets of dermatology and plastic surgery, and into
non-traditional markets, including family and general practitioners
and aesthetic medical spas.
Toronto, Canada-based MNP LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated April 1,
2024, citing that the Company has reported recurring net losses and
negative cash flows from operations that raise substantial doubt
about its ability to continue as a going concern.
VFH PARENT: Moody's Rates New First Lien Senior Secured Notes 'B1'
------------------------------------------------------------------
Moody's Ratings assigned a B1 rating to VFH Parent LLC's (VFH
Parent) proposed backed first lien senior secured notes due 2031,
co-issued by VFH Parent and Valor Co-Issuer, Inc., and assigned a
B1 rating to VFH Parent's proposed backed senior secured first lien
term loan B and revolving credit facility. Both issuances are part
of a leverage neutral refinancing. Moody's said that the proposed
refinancing and issuance do not affect VFH Parent's Ba3 corporate
family rating, B1 issuer rating and its stable outlook.
VFH Parent is a subsidiary and borrowing entity of Virtu Financial,
Inc. (Virtu), and is the entity that indirectly controls all of
Virtu's major operating subsidiaries.
RATINGS RATIONALE
Moody's said the refinancing would bolster Virtu's liquidity which
remains a strength of Virtu's ratings. The refinancing extends
Virtu's funded debt maturities to 2031. The bank credit facility
also has a three-year $300 million revolving component that will be
undrawn at closing and adds further financial flexibility. Moody's
said that the new backed first lien senior secured notes issued
will rank pari passu with the new backed senior secured bank credit
facility.
VFH Parent's Ba3 CFR and the stable outlook reflects its franchise
as a technology enabled institutional brokerage firm that makes
markets and provides related execution services to market
participants across asset classes and execution venues globally,
said Moody's. Through market cycles, Virtu's revenues and cash
flows are driven by the competitive nature of electronic
market-making, transaction volumes and volatility, and the
effectiveness of its risk controls. Virtu's business model entails
substantial operational risk which it manages primarily through a
series of pre-set guardrails governing various trade, order, and
other risk parameters, which trigger automatic strategy lockdowns
when breached. These automated controls, short holding periods and
granular position sizes reduce the capital intensity of Virtu's
business model. Although, the firm uses short-term wholesale
funding, this funding is diversified amongst secured financing
counterparties, prime brokers, and banks.
The B1 ratings on VFH Parent's senior secured notes and its senior
secured credit facilities are a notch below its Ba3 CFR because of
the structural subordination of VFH Parent to Virtu's operating
companies, where the preponderance of the group's debt and
debt-like obligations reside.
The stable rating outlook reflects Moody's view that Virtu can
sustain its franchise through market cycles, without compromising
on its disciplines of generally taking only very short-term
positions of modest size in the most liquid instruments.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade
-- A substantial sustained increase in tangible equity with a
consequent improvement in balance sheet leverage may lead to an
upgrade.
-- The rating could also be upgraded should Virtu continue to
diversify and increase the flexibility of its wholesale funding to
increase coverage of peak liquidity needs.
-- The effectiveness of operational risk management practices and
its compliance, regulatory and competitive environment would also
be important factors in considering Virtu for upgrade.
Factors that could lead to a downgrade
-- A large trading loss caused by a breakdown in risk management
and controls.
-- Another large acquisition resulting in a sizable further
increase in debt obligations without a feasible plan for prompt
deleveraging.
-- Regulatory or competitive changes that adversely affect Virtu's
business practices and weakens profitability.
The principal methodology used in these ratings was Securities
Industry Market Makers Methodology published in November 2019.
VFH PARENT: S&P Rates New Term Loan B And New Secured Notes 'B+'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue rating to VFH Parent
LLC's new $500 million senior secured notes and new $1.245 billion
senior secured term loan B, both maturing in 2031. S&P expects VFH
Parent (B+/Stable/--) to use the proceeds to fully repay the
existing $1.727 billion term bank loan maturing in 2029.
The company is also extending the maturity of its undrawn revolving
credit facility to 2027 while upsizing the facility to $300
million. The issue rating on this instrument is unchanged at 'B+'.
S&P views the refinancing as credit neutral given that the
company's capital structure is relatively unchanged, although its
longer maturity runway provides increased flexibility.
S&P said, "The stable outlook on the issuer credit rating reflects
S&P Global Ratings' expectation that Virtu will see stable
profitability with no material increase in risk or operational
losses. While tangible equity has increased modestly, we expect
that stock buybacks will keep the risk-adjusted capital ratio below
3%."
VFX FOAM: Wins Interim Cash Collateral Access
---------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized VFX Foam, LLC, d/b/a Themeland Studios to use cash
collateral, on an interim basis, to pay post-petition expenses, in
accordance with the budget, with a 15% variance.
Based on a review of loan documents and a search of the Washington
State Department of Licensing, performed on May 1, 2024 and again
on May 9, 2024, the Debtor has identified 6 filers of UCC-1
financing statements. These filers are Global Financial and Leasing
Services, Corporation Service Company, as Representative/High Speed
Capital (Terminated), VF Specialty Products, LLC, U.S. Small
Business Administration, and Corporation Service Company, as
Representative Amended to Change Secured Party to Cloudfund, LLC
(Terminated).
As adequate protection for the Debtor's use of the cash collateral,
the Court grants U.S. Small Business Administration the following:
a. Replacement liens in the Debtor's post-petition assets in which
Secured Creditors held valid and perfected liens prior to the
petition date and all cash or other proceeds generated
post-petition by such pre-petition collateral to the same extent,
validity and priority as existed on the pre-petition collateral to
the extent that any cash collateral of the Secured Creditors are
actually used by the Debtor.
b. Adequate protection payments in the amount of $300 per month
beginning June 20, 2024 and continuing on the 20th of each month
until confirmation of the Debtor's Plan.
In accordance with the approved Budget, the debtor is authorized to
remit to the Sub Chapter V Trustee, Michael DeLeo the sum of $250
per week beginning June 1, 2024 and continuing weekly thereafter to
be held for payment of Trustee fees pending further order of the
Court.
The Debtor's authority to use cash collateral will terminate on the
date when one or more of the following conditions has occurred or
has been met:
a. August 31, 2024 or as extended by motion by the Debtor;
b. The Court enters an order converting this case under Chapter 7
of the Bankruptcy Code, or the Debtor has filed a motion or has not
timely opposed a motion seeking such relief;
c. The Court enters an order appointing or electing a trustee,
examiner or any other similar entity with expanded powers;
d. The Court enters an order dismissing this case, or the Debtor
has filed a motion or has not timely opposed a motion seeking such
relief;
e. The Court enters any order that stays, modifies, or reverses the
Final Order; or
f. Confirmation of the Debtor's plan, whichever is sooner.
A copy of the order is available at https://urlcurt.com/u?l=RlurL3
from PacerMonitor.com.
About VFX Foam, LLC
VFX Foam, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wash. Case No. 24-11086) on April 30,
2024. In the petition signed by Richard O'Connor, owner, the Debtor
disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge Christopher M Alston oversees the case.
Jennifer L. Neeleman, Esq., at NEELEMAN LAW GROUP, P.C., represents
the Debtor's legal counsel.
VIVOT EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Vivot Equipment Corporation
9010 Estate Cottage, Ste 2
Christiansted, VI 00820
Chapter 11 Petition Date: June 10, 2024
Court: United States Bankruptcy Court
District of Virgin Islands
Ten affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Vivot Equipment Corporation 24-10002
Eleven Construction, LLC 24-10003
PSI Tire Supply, LLC 24-10004
Axis Development, LLC 24-10005
TTA Logistics, LLC 24-10006
Valdez Industrial Group, LLC 24-10007
Caribbean Crane & Rigging, LLC 24-10008
Vivot Industries Virgin Islands, LLC 24-10009
Abacus International, LLC 24-10010
Vivot Equipment PR, LLC 24-10011
Judge: Hon. Mary F. Walrath
Debtors' Counsel: Semaj I. Johnson, Esq.
THE JOHNSON FIRM
2111 Company Street
Suite 3
Christiansted, VI 00820
Tel: 340-208-9134
Email: semaj@johnsonlawvi.com
Vivot Equipment Corporation's
Estimated Assets: $10 million to $50 million
Vivot Equipment Corporation's
Estimated Liabilities: $10 million to $50 million
The petitions were signed by Jean Patrick Vivot as authorized
representative.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/GCEJOWY/Vivot_Equipment_Corporation__vibke-24-10002__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/G3JNIXI/Eleven_Construction_LLC__vibke-24-10003__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/HSKYBVQ/PSI_Tire_Supply_LLC__vibke-24-10004__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/FF2M3AY/Axis_Development_LLC__vibke-24-10005__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/F4EOXLI/TTA_Logistics_LLC__vibke-24-10006__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/KX642ZI/Valdez_Industrial_Group_LLC__vibke-24-10007__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/LOYCFDA/Caribbean_Crane__Rigging_LLC__vibke-24-10008__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/IFX6GKA/Vivot_Industries_Virgin_Islands__vibke-24-10009__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/I4JD3QY/Abacus_International_LLC__vibke-24-10010__0001.0.pdf?mcid=tGE4TAMA
List of Vivot Equipment Corporation's 20 Largest Unsecured
Creditors:
Entity Nature of Claim Claim Amount
1. Bioimpact, Inc $5,250
PO Box 132
Kingshill, VI 00851
2. Carrier Credit $6,255
Services, Inc.
5350 W. Hillsboro Blvd
Suite 107
Pompano Beach, FL
3. Chitolie Trucking $178,683
P.O. Box 2738
Kingshill, VI 00851
4. Cruzan Maritime Services $5,400
P.O. Box 3421
Frederiksted, VI 00841
5. Gallows Bay Hardware $4,182
5020 Anchor Way
Christiansted, VI
00820
6. Government of the $19,977
Virgin Island
2314 Kronprindsens Gade
St Thomas, VI 00802
7. Live Oak Banking Company $5,000,000
1757 Tiburon Drive
Wilmington, NC 28403
8. M/V Norma H II $23,128
P.O. Box 9023592
Pier 10 Puerto de Tierra
San Juan, PR
00902-3592
9. Marichal Hernandez $29,151
Santiago & Juarbe LLC
Post Office Box
190095
San Juan, PR
00919-0095
10. NDC Customs $12,326
Brokers, Inc
P.O. Box 11562
San Juan, PR 00922
11. Nuclear Regulatory $13,325
Commission
P.O. Box 979051
12. Pinnacle Services, LLC $3,385
6002 Diamond Ruby
Ste. 3-125
Christiansted, VI
00820
13. Play Land Marine, LLC $3,943
8170 Crown Bay Marina
PMB 430
St Thomas, VI 00802
14. Playland Marine - A.C.T. $24,431
8170 Crown Bay Marina
PMB 430
St Thomas, VI 00802
15. Simon T. Hendershot Law Office $80,064
1800 Bering Drive,
Suite 600
Houston, TX 77057
16. Terex Corporation $6,174
Bleicheplatz 2, 8200
Schaffhausen,
Switzerland
17. VI Bureau of Internal Revenue $2,176,951
4008 Estate
Diamond Plot 7 -B
Christiansted, VI
00820
18. Virgin Islands $21,340
Paving, Inc
P.O. Box 4720
Kingshill, VI
00851-4720
19. VIWMA $57,064
6196 Estate Glynn
Kingshill, VI
00850-9664
20. Water Spirit $15,016
P.O. Box 3800
Kingshill, VI 00851
VPR LLC: Case Summary & 14 Unsecured Creditors
----------------------------------------------
Debtor: VPR, LLC
Virginia Pro Roofing
2023 Hudson Hollow Rd
Stephens City, VA 22655-3348
Business Description: The Debtor is a locally owned and operated
roofing company specializing in replacing,
and installing various types of roofs using
Certified and Licensed Labor. Roofing
options include but are not limited to,
Standing Seam Metal, Shingles, Copper,
Synthetic Slate, Natural Slate, Cedar
Shakes, Gutter and EPDM/TPO.
Chapter 11 Petition Date: June 10, 2024
Court: United States Bankruptcy Court
Western District of Virginia
Case No.: 24-50315
Debtor's Counsel: David Cox, Esq.
COX LAW GROUP
900 Lakeside Drive
Lynchburg VA 24501
E-mail: david@coxlawgroup.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Joseph A. Eshelman as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 14 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/JIUJNRY/VPR_LLC__vawbke-24-50315__0001.0.pdf?mcid=tGE4TAMA
WAGON WEST: Hires Reed H. Olmstead as Bankruptcy Counsel
--------------------------------------------------------
Wagon West Mobile Home Community, Inc. seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
Law Offices of Reed H. Olmstead as general bankruptcy counsel.
Law Offices of Reed H. Olmstead as its general bankruptcy counsel.
The firm's services include:
a) advising and assisting the Debtor regarding compliance with
U.S. Trustee requirements;
b) advising the Debtor concerning rights and remedies of the
bankruptcy estate regarding its assets and with respect to the
secured, priority and general claims of creditors;
c) representing the Debtor in connection with financial and
business matters including the sale of any assets;
d) preparing and filing of any pleadings, motions, notices or
orders which may be required for the orderly administration of the
case;
e) representing the Debtor in proceedings or hearings in the
Bankruptcy Court where its rights may be litigated or affected;
f) advising the Debtor concerning the requirements of the
Bankruptcy Code and applicable rules;
g) assisting the Debtor in the negotiation, formulation,
confirmation and implementation of a Chapter 11 Plan; and
h) taking such other action and perform such other services as
the Debtor may require in connection with this case.
The firm will be paid at the rate of $400 per hour. The firm
received a retainer in the amount of $30,000 plus the filing fee.
As disclosed in the court filings, the Law Offices Reed H. Olmstead
is "disinterested" as defined and used in sections 101(14), 327 and
328(c) of the Bankruptcy Code.
The firm can be reached through:
Reed H. Olmstead, Esq.
Law Offices Of Reed H. Olmstead
5142 Hollister Avenue # 171
Santa Barbara, CA 93111
Tel: (805) 963-9111
Fax: (805) 963-2209
Email: reed@olmstead.law
About Wagon West Mobile Home Community, Inc.
The Debtor owns 70% fee simple interest in a property located at
21201 Pacific Coast Hwy, Malibu, CA having a comparable sale value
of $3.5 million.
Wagon West Mobile Home Community, Inc. in Malibu, CA, filed its
voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case
No. 24-10787) on May 15, 2024, listing $3,575,000 in assets and
$2,923,226 in liabilities. Doris Bealer as chief executive officer,
signed the petition.
Judge Martin R. Barash oversees the case.
LAW OFFICES OF REED H. OLMSTEAD serve as the Debtor's legal
counsel.
WANABANA LLC: Files Chapter 7 Liquidation Amid Lead Recall Suits
----------------------------------------------------------------
Joshua Hallenbeck of Fox4 reports that after a major applesauce
recall in late 2023, applesauce producer WanaBana filed for Chapter
7 bankruptcy on May 15, 2024.
Chapter 7 bankruptcy is different from Chapter 11; Chapter 7 is
better known as a "liquidation" bankruptcy since there is no plan
to restructure the company or any plans for repayment. The company
will instead sell off assets to pay off their debts.
According to court documents, the company currently owes $26
million to 1-49 creditors, while only holding an estimated $500,000
to $1 million in assets. The company is also facing multiple cases
and an investigation by the New York Environmental Protection
Bureau, with all the cases currently pending in court.
The bankruptcy follows a major recall in November 2023 of three
WanaBana products that contained cinnamon found to be contaminated
with lead. Officials said that cinnamon tested from the plant had
lead levels more than 2,000 times higher than the maximum level
proposed by the FDA. The recalled pouches have been linked to
dozens of illnesses in U.S. children with the FDA reporting 90
confirmed cases but the full investigation is still ongoing.
One theory is that the cinnamon may have been contaminated for
economic reasons, agency officials said. That could mean an
ingredient is added or subtracted from a food to to boost its
value. For example, compounds like red brick, red lead salt, lead
oxide and lead chromate, which mirror cinnamon's red color, have
been added to increase the value of the spice, research shows.
Health officials said that tests show children who ate the pouches
had blood lead readings up to eight times higher than the reference
level sparking concern. Additionally, officials said that samples
of the puree showed lead contamination more than 200 times higher
than the FDA allows.
About WanaBana LLC
Headquartered in Florida, WanaBana LLC manufactures, distributes,
markets, and sells pureed fruit products throughout North Carolina
and the United States. [BN]
WanaBana LLC sought relief under Chapter 7 of the U.S. Bankruptcy
Code (Bankr. D. Del. Case No. 24-11093) on May 24, 2024. In its
petition, the Debtor reports estimated assets between $1 million
and $10 million and estimated liabilities amounting to $26
million.
The Honorable Bankruptcy Judge Thomas M. Horan handles the case.
The Debtor is represented by:
Albert A. Ciardi, III
Ciardi Ciardi & Astin
Daniel K. Astin
Ciardi, Ciardi & Astin
WEISS MULTI-STRATEGY: George Weiss Agrees to Backstop $100Mil. Debt
-------------------------------------------------------------------
Jonathan Randles, Hema Parmar and Steven Church of Bloomberg News
report that as his hedge fund empire teetered on insolvency, George
Weiss allegedly agreed to personally backstop debt to keep lender
Jefferies Financial Group at bay. Now, Jefferies claims Weiss and
his bankrupt companies owe more than $100 million.
Jefferies said in a Thursday, May 30, 2024, court filing a personal
guarantee from the hedge fund pioneer prevents his Weiss
Multi-Strategy Advisers from using its recent bankruptcy to reverse
a Feb. 12 forbearance agreement. The investment bank also published
a copy of the agreement, which has become central to a dispute
between the firms.
About Weiss Multi-Strategy Advisers
Weiss Multi-Strategy Advisers LLC filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Case No. 24-10743) on Apr. 29, 2024. In the petition signed by
George Weiss, manager, the Debtor disclosed $10 million to $50
million in assets and $100 million to $500 million in liabilities.
Judge Martin Glenn oversees the case.
The Debtor tapped Tracy L. Klestadt, Esq., at Klestadt Winters
Jureller Southard & Stevens, LLP as counsel and Omni Agent
Solutions, Inc. as claims and noticing agent.
WHITE CAP: Moody's Rates Sr. Secured Bank Credit Facility 'B2'
--------------------------------------------------------------
Moody's Ratings assigned a B2 rating to White Cap Supply Holdings,
LLC's senior secured bank credit facility, consisting of a
multi-currency revolving credit facility and a first lien term
loan. The revolving credit facility and term loan are pari passu.
White Cap's B2 corporate family rating, B2-PD probability of
default rating, the Caa1 rating on its senior unsecured notes due
2028 and the Caa1 rating on the senior unsecured PIK notes due 2026
issued by White Cap Parent, LLC, White Cap's parent holding
company, are not affected. The outlook remains unchanged at
stable.
Terms and conditions of the new senior secured bank credit
facility, consisting of a $50 million senior secured revolving
credit facility expiring in 2029 and a $3 billion senior secured
term loan maturing in 2029, which White Cap recently upsized by
$750 million for a potential acquisition and to term out revolver
borrowings, are similar to White Cap's existing B2 rated senior
secured bank credit facility, consisting of a senior secured
revolving credit facility expiring in 2025 and a term loan maturing
in 2027. The B2 rating on this senior secured bank credit facility
will be withdrawn.
Moody's views the new senior secured bank credit facility as credit
positive. White Cap now has an extended maturity profile, with
reduced refinancing risk in 2027. White Cap has to address the
notes due 2026 and only its $1.5 billion asset based revolving
credit facility (unrated) due 2027. Moody's does not view the
company's $50 million senior secured credit facility as a material
debt commitment. The maturity of the new term loan will spring
forward to mid-2028, 91 days prior to White Cap's notes that come
due in October 2028 if there is more than the equivalent of 33.3%
of 4-quarter EBITDA of the notes due 2028 remain outstanding.
RATINGS RATIONALE
White Cap's B2 CFR reflects a leveraged capital structure due to a
growth strategy characterized by debt-financed acquisitions.
Moody's estimates adjusted debt-to-EBITDA on a pro forma basis of
about 4.7x for 2024 and adjusted free cash-flow-to-debt in low
single digit percentages. High cash interest payments approaching
$250 million per year limits cash generation and financial
flexibility, especially during a cyclical downturn. The potential
for significant shareholder distributions, which could be sizeable
and negatively impact liquidity or debt credit metrics, is a
material rating constraint.
Providing an offset to these challenges is good operating
performance, with adjusted EBITDA margin sustained in the range of
13% - 14% through 2024. Moody's expects White Cap to benefit from
growth in domestic non-residential construction, the main driver of
its revenue, infrastructure spending and new residential
construction. Material scale, good liquidity and no material
near-term maturities further support White Cap's credit profile.
Moody's projects White Cap will maintain good liquidity, generating
free cash flow despite high interest payments. White Cap's $1.5
billion revolving credit facility due 2027, which is governed by a
borrowing base calculation that fluctuates with business
seasonality, is more than sufficient to meet working capital needs
due to seasonal demands. White Cap uses the revolving credit
facility for working capital, letters of credit and bolt-on
acquisitions.
The stable outlook reflects Moody's view that White Cap will
continue to perform well while integrating its acquisitions. Good
liquidity and end market dynamics that support growth further
support the stable outlook.
The B2 rating on White Cap's senior secured bank credit facility,
the same rating as the corporate family rating, results from its
subordination to company's asset based revolving credit facility
but priority of payment relative to the company's senior unsecured
notes. The bank credit facility consists of a revolving credit
facility and a term loan. The revolving credit facility and term
loan are pari passu. Both have a first lien on substantially all
noncurrent assets and a second lien on assets securing the
company's asset based revolving credit facility (ABL priority
collateral).
The Caa1 rating on White Cap's senior unsecured notes due 2028, two
notches below the CFR, results from their subordination to the
company's considerable amount of secured debt.
The Caa1 rating on White Cap Parent's senior unsecured PIK toggle
notes due 2026, two notches below the CFR, results from their
contractual and structural subordination to White Cap's secured
debt. While the rating is the same as White Cap Parent's senior
unsecured notes, the expected loss in a distress scenario is
greater on the PIK toggle notes.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A ratings upgrade could occur if end markets remain supportive of
organic growth such that adjusted debt-to-EBITDA nears 4.5x.
Upwards rating movement also requires preservation of at least good
liquidity and predictable financial policies regarding capital
deployment.
A ratings downgrade could occur if adjusted debt-to-EBITDA is
sustained above 6.5x or adjusted EBITA-to-interest expense
sustained below 1.5x. Negative ratings pressure may also transpire
if the company experiences a deterioration in liquidity or adopts
aggressive acquisition or financial policies.
White Cap Supply Holdings, LLC, headquartered in Norcross, Georgia,
is a leading North American industrial distributor of specialty
construction products. Through their respective affiliates Clayton,
Dubilier & Rice (CD&R) owns about 65% of White Cap and The Sterling
Group owns about 32%, with the remainder owned by current and
former management. White Cap's revenue for the twelve months ending
January 28, 2024 was $6.1 billion.
The principal methodology used in these ratings was Distribution
and Supply Chain Services published in February 2023.
WOM SA: Committee Hires FTI Consulting as Financial Advisor
-----------------------------------------------------------
The official committee of unsecured creditors of WOM S.A. and its
affiliates seeks approval from the U.S. Bankruptcy Court for the
District of Delaware to employ FTI Consulting, Inc. as financial
advisor.
The firm's services include:
(a) reviewing financial related disclosures required by the
Court, including the Debtors' Schedules of Assets and Liabilities,
Statements of Financial Affairs, and Monthly Operating Reports;
(b) preparing analyses required to assess any proposed
debtor-in-possession ("DIP") financing or use of cash collateral;
(c) assessing and monitoring the Debtors' short term cash flow,
liquidity, and operating results;
(d) reviewing the Debtors' proposed employee compensation and
benefits programs;
(e) reviewing the Debtors' potential disposition or liquidation
of both core and non-core assets;
(f) reviewing the Debtors' cost/benefit analysis with respect to
the assumption or rejection of various executory contracts and
leases;
(g) reviewing the Debtors' identification of potential cost
savings, including overhead and operating expense reductions and
efficiency improvements;
(h) reviewing and monitoring the asset sale process, including,
but not limited to, assessing the adequacy of the marketing
process, completeness of any buyer lists, and review and
quantifications of any bids;
(i) reviewing any tax issues associated with, among other
things, claims/stock trading, preservation of net operating losses,
refunds due to the Debtors, chapter 11 plans, and asset sales;
(j) reviewing the claims reconciliation and estimation process;
(k) evaluating entity-level creditor recoveries;
(l) reviewing other financial information prepared by the
Debtors, including, but not limited to, cash flow projections and
budgets, business plans, cash receipts and disbursement analysis,
asset and liability analysis, and the economic analysis of proposed
transactions for which Court approval is sought;
(m) attending meetings and assisting in discussions with the
Debtors, potential investors, banks, secured lenders, the Committee
and any other official committees organized in these Chapter 11
Cases, the U.S. Trustee, and other parties in interest and
professionals hired by the same, as requested;
(n) reviewing and/or preparing information and analysis
necessary for the confirmation of a plan and related disclosure
statement in these Chapter 11 Cases;
(o) evaluating and analyzing avoidance actions, including
fraudulent transfers and preferential transfers;
(p) assisting in the prosecution of Committee
responses/objections to the Debtors' motions, including attendance
at depositions and provision of expert reports/testimony on case
issues as required by the Committee; and
(q) rendering such other general business consulting or such
other assistance as the Committee or its counsel may deem necessary
that are consistent with the role of a financial advisor and not
duplicative of services provided by other professionals in these
Chapter 11 Cases.
The firm will be paid at these hourly rates:
Senior Managing Directors $1,095 – 1,495
Directors/Senior Directors/Managing Directors $735 – 1,110
Consultants/Senior Consultants $450 – 790
Administrative/Paraprofessionals $185 – 370
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Andrew Scruton, a senior managing director with FTI Consulting,
Inc., disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Andrew Scruton
FTI Consulting, Inc.
1166 Avenue of the Americas, 15th Floor
New York, NY 10036
Tel: (646) 717-3123
Email: andrew.scruton@fticonsulting.com
About WOM SA
WOM is a Chilean telecommunications provider, focused on offering
mobile voice, data, and broadband services, along with a rapidly
expanding "Fiber to the Home" broadband offering, to consumers and
businesses in Chile. Since the acquisition of Nextel Chile in 2015
through Novator Partners LLP's investment vehicle NC Telecom AS,
WOM has expanded from having virtually no market share to
establishing itself as the second-largest mobile network operator
in Chile.
WOM sought relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Del. Lead Case No. 24-10628) on April 1, 2024. In the
petition filed by Timothy O'Connoer, as independent director, the
Debtor reports estimated assets and liabilities between $1 billion
and $10 billion each.
The Honorable Bankruptcy Judge Karen B. Owens oversees the case.
The Debtors tapped White & Case, LLP as general bankruptcy counsel;
Richards, Layton & Finger, P.A. as local bankruptcy counsel;
Riveron Consulting, LLC as financial advisor; and Rothschild & Co
US Inc. as investment banker. Kroll Restructuring Administration,
LLC is the claims agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of WOM S.A.
and its affiliates. The Committee hires Willkie Farr & Gallagher
LLP as its lead counsel. Jefferies LLC as investment banker. FTI
Consulting, Inc. as financial advisor.
WOM SA: Committee Hires Jefferies LLC as Investment Banker
----------------------------------------------------------
The official committee of unsecured creditors of WOM S.A. and its
affiliates seek approval from the U.S. Bankruptcy Court for the
District of Delaware to employ Jefferies LLC as investment banker.
The firm will provide these services:
(a) become familiar with, and to the extent Jefferies deems
appropriate, analyze the business, operations, properties,
financial condition and prospects of the Debtors;
(b) assist and advise the Committee in its evaluation of the
Debtors' proposed debtor-in-possession financing and potential
alternative sources of financing;
(c) assist and advise the Committee in its analysis, review and
due diligence of the Debtors' proposed business plan;
(d) assist and advise the Committee in its evaluation of any
restructuring proposals and potential exit financing alternatives,
including the feasibility of such;
(e) assist and advise the Committee in its evaluation of the
Debtors' capital structure and debt capacity;
(f) assist and advise the Committee in its negotiations with the
Debtors and other parties-in-interest, as requested;
(g) advise the Committee on the current state of the
restructuring and capital markets; and
(h) render such other investment banking services as may from
time to time be agreed upon by the Committee and Jefferies.
The firm will be paid as follows:
(a) Monthly Fee. A monthly fee (the "Monthly Fee") equal to
$150,000 per month until the termination of the engagement. The
first Monthly Fee shall be payable as of the date of the Engagement
Letter, and each subsequent Monthly Fee shall be payable in advance
on each monthly anniversary of such date. Commencing with the tenth
full Monthly Fee actually paid hereunder, an amount equal to 50% of
the Monthly Fees actually paid to Jefferies shall be credited
against any Transaction Fee that subsequently becomes payable to
Jefferies under this Agreement.
(b) Transaction Fee. Upon the consummation of a Transaction, a
transaction fee (the "Transaction Fee") in an amount equal to
$3,000,000. For the avoidance of doubt, only one Transaction Fee
shall be payable to Jefferies under the Engagement Letter.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Leon Szlezinger, a Managing Director and Joint Global Head of Debt
Advisory & Restructuring, disclosed in a court filing that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached at:
Leon Szlezinger
Jefferies LLC
520 Madison Avenue
New York, NY 10022
Tel: (212) 284-2300
About WOM SA
WOM is a Chilean telecommunications provider, focused on offering
mobile voice, data, and broadband services, along with a rapidly
expanding "Fiber to the Home" broadband offering, to consumers and
businesses in Chile. Since the acquisition of Nextel Chile in 2015
through Novator Partners LLP's investment vehicle NC Telecom AS,
WOM has expanded from having virtually no market share to
establishing itself as the second-largest mobile network operator
in Chile.
WOM sought relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Del. Lead Case No. 24-10628) on April 1, 2024. In the
petition filed by Timothy O'Connoer, as independent director, the
Debtor reports estimated assets and liabilities between $1 billion
and $10 billion each.
The Honorable Bankruptcy Judge Karen B. Owens oversees the case.
The Debtors tapped White & Case, LLP as general bankruptcy counsel;
Richards, Layton & Finger, P.A. as local bankruptcy counsel;
Riveron Consulting, LLC as financial advisor; and Rothschild & Co
US Inc. as investment banker. Kroll Restructuring Administration,
LLC is the claims agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of WOM S.A.
and its affiliates. The Committee hires Willkie Farr & Gallagher
LLP as its lead counsel. Jefferies LLC as investment banker. FTI
Consulting, Inc. as financial advisor.
WOM SA: Committee Hires Willkie Farr & Gallagher as Counsel
-----------------------------------------------------------
The official committee of unsecured creditors of WOM S.A. and its
affiliates seek approval from the U.S. Bankruptcy Court for the
District of Delaware to employ Willkie Farr & Gallagher LLP as its
lead counsel.
The firm's services include:
a. advising the Committee in connection with its powers and
duties under the Bankruptcy Code, the Bankruptcy Rules, and the
Local Rules;
b. assisting and advising the Committee in its consultation with
the Debtors relative to the administration of the Chapter 11
Cases;
c. attending meetings and negotiating with the Debtors'
professionals and other parties-in-interest;
d. assisting and advising the Committee in its examination and
analysis of the conduct of the Debtors' affairs;
e. assisting and advising the Committee in connection with any
sale of the Debtors' assets pursuant to section 363 of the
Bankruptcy Code;
f. assisting the Committee in the review, analysis, and
negotiation of any chapter 11 plan(s) of reorganization or
liquidation that may be filed, and assisting the Committee in the
review, analysis, and negotiation of the disclosure statement
accompanying any such plan(s);
g. taking all necessary actions to protect and preserve the
interests of the Committee, including: (i) possible prosecution of
actions on its behalf; (ii) if appropriate, negotiations concerning
all litigation in which the Debtors are involved; and (iii) if
appropriate, review and analysis of claims filed against the
Debtors' estates;
h. generally preparing on behalf of the Committee all necessary
motions, applications, answers, orders, reports, replies,
responses, and other papers in support of positions taken by the
Committee;
i. appearing, as appropriate, before this Court, the appellate
courts, and the U.S. Trustee, and protecting the interests of the
Committee before those courts and the U.S. Trustee; and
j. performing all other necessary legal services in the Chapter
11 Cases.
The firm will be paid at these rates:
Partners and Senior Counsel $1,550 to $2,250 per hour
Associates, Counsel, Other $565 to $1,500 per hour
Attorneys, and Law Clerks
Paraprofessionals $349 to $590 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Response: Not applicable.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: Willkie expects to develop a budget and staffing plan
to reasonably comply with the U.S. Trustee's request for
information and additional disclosures, as to which Willkie
reserves all rights. The Committee has approved Willkie's proposed
hourly billing rates.
Brett H. Miller, Esq., a partner at Willkie Farr & Gallagher LL,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Brett H. Miller, Esq.
Todd M. Goren, Esq.
Craig A. Damast, Esq.
James H. Burbage, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
Tel: (212) 728-8000
Email: bmiller@willkie.com
tgoren@willkie.com
cdamast@willkie.com
jburbage@willkie.com
About WOM SA
WOM is a Chilean telecommunications provider, focused on offering
mobile voice, data, and broadband services, along with a rapidly
expanding "Fiber to the Home" broadband offering, to consumers and
businesses in Chile. Since the acquisition of Nextel Chile in 2015
through Novator Partners LLP's investment vehicle NC Telecom AS,
WOM has expanded from having virtually no market share to
establishing itself as the second-largest mobile network operator
in Chile.
WOM sought relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Del. Lead Case No. 24-10628) on April 1, 2024. In the
petition filed by Timothy O'Connoer, as independent director, the
Debtor reports estimated assets and liabilities between $1 billion
and $10 billion each.
The Honorable Bankruptcy Judge Karen B. Owens oversees the case.
The Debtors tapped White & Case, LLP as general bankruptcy counsel;
Richards, Layton & Finger, P.A. as local bankruptcy counsel;
Riveron Consulting, LLC as financial advisor; and Rothschild & Co
US Inc. as investment banker. Kroll Restructuring Administration,
LLC is the claims agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of WOM S.A.
and its affiliates. The Committee hires Willkie Farr & Gallagher
LLP as its lead counsel. Jefferies LLC as investment banker. FTI
Consulting, Inc. as financial advisor.
WROE ENTERPRISES: Hires DeMarco Mitchell PLLC as Counsel
--------------------------------------------------------
WROE Enterprises, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas to employ DeMarco Mitchell, PLLC
as counsel.
The firm will provide these services:
(a) take all necessary action to protect and preserve the
estate;
(b) prepare on behalf of the Debtor all necessary legal
papers;
(c) formulate, negotiate, and propose a plan of
reorganization; and
(d) perform all other necessary legal services in connection
with these proceedings.
The firm will be paid as follows:
Robert T. DeMarco, Esq. $400 per hour
Michael S. Mitchell, Esq. $300 per hour
Barbara Drake, Paralegal $125 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received the amount of $2,400, out of the requested $6,738
retainer.
Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco Mitchell, PLLC
12770 Coit Road, Suite 850
Dallas, TX 75251
Tel: (972) 578-1400
Fax: (972) 346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About WROE Enterprises, LLC
Wroe Enterprises, LLC, sought protection for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 22-40218) on
Jan. 31, 2021, listing as much as $1 million in both assets and
liabilities. Eric A. Liepins, P.C., is serving as the Debtor's
legal counsel.
XTI AEROSPACE: Increases Maxim ATM Offering Amount to $48.8 Million
-------------------------------------------------------------------
XTI Aerospace, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on June 10, 2024, it
entered into Amendment No. 5 to the Equity Distribution Agreement
with Maxim Group LLC which amends the Equity Distribution
Agreement, dated as of July 22, 2022, between the Company and
Maxim, as previously amended on June 13, 2023, Dec. 29, 2023, May
28, 2024 and May 31, 2024, pursuant to which the aggregate gross
sales amount was increased from approximately $33,800,000 to
approximately $48,800,000.
Accordingly, pursuant to the Equity Distribution Agreement, the
Company may, from time to time, sell shares of the Company's common
stock, par value $0.001 per share, having an aggregate gross sales
amount of up to approximately $48,800,000 through Maxim, as the
Company's sales agent. As of June 10, 2024, the Company has sold
5,446,456 shares of Common Stock with an aggregate offering price
of approximately $33,800,000, leaving an aggregate offering price
of up to approximately $15,000,000 in Common Stock remaining under
the Equity Distribution Agreement, subject to the limitations
required by General Instruction I.B.6 of Form S-3, if then
applicable.
In connection with the Amendment, on June 10, 2024, the Company
filed a prospectus supplement reflecting the sale of an additional
$4,700,000 of the Shares. The Shares will be sold and issued
pursuant to the Company's Registration Statement on Form S-3 (File
No. 333-256827), which was filed with the SEC on June 4, 2021, and
declared effective on June 17, 2021, a base prospectus dated as of
June 17, 2021 included in the Registration Statement, the
prospectus supplement relating to the offering dated July 22, 2022,
supplements to the prospectus supplement dated April 18, 2023, June
13, 2023, May 28, 2024 and May 31, 2024 and the Prospectus
Supplement, and one or more additional prospectus supplements to
the Prospectus.
Sales of the Shares through Maxim, if any, will be made by any
method that is deemed an "at the market" (ATM) offering as defined
in Rule 415 under the Securities Act of 1933, as amended, including
sales made directly on the Nasdaq Capital Market, or any other
existing trading market for the Company's Common Stock or to or
through a market marker. Maxim may also sell the Shares by any
other method permitted by law, including in privately negotiated
transactions. Maxim will also have the right, in its sole
discretion, to purchase Shares from the Company as principal for
its own account at a price and subject to the other terms and
conditions agreed upon at the time of sale. Maxim will use its
commercially reasonable efforts, consistent with its sales and
trading practices, to solicit offers to purchase the Shares under
the terms and subject to the condition set forth in the Equity
Distribution Agreement. The Company will pay Maxim commissions, in
cash, for its services in acting as agent in the sale of the
Shares. In accordance with the Equity Distribution Agreement,
Maxim will be entitled to compensation at a fixed commission rate
of 3.0% of the gross proceeds of each sale of Shares. In addition,
the Company has agreed to reimburse Maxim for its costs and
out-of-pocket expenses incurred in connection with its services,
including the fees and out-of-pocket expenses of its legal
counsel.
The Company is not obligated to make any sales of the Shares under
the Equity Distribution Agreement and no assurance can be given
that the Company will sell any additional Shares under the Equity
Distribution Agreement, or if the Company does, as to the price or
amount of Shares that it will sell, or the dates on which any such
sales will take place. The Equity Distribution Agreement will
continue until the earliest of (i) Dec. 31, 2024, (ii) the sale of
Shares having an aggregate offering price of approximately
$48,800,000, and (iii) the termination by either Maxim or the
Company upon the provision of 15 days written notice or otherwise
pursuant to the terms of the Equity Distribution Agreement.
Exchange Agreement
On June 5, 2024, the Company entered into an exchange agreement
with a holder of shares of the Company's Series 9 Preferred Stock
pursuant to which the Company and the holder agreed to exchange
1,000 shares of Series 9 Preferred Stock with an aggregate stated
value of $1,050,000 for 1,141,924 shares of Common Stock at an
effective price per share of $0.9195. The Company issued the
Preferred Exchange Shares to the holder on June 6, 2024, at which
time the Preferred Shares were cancelled. The Preferred Exchange
Shares were issued in reliance on the exemption from registration
provided by Section 3(a)(9) of the Securities Act, on the basis
that (a) the Preferred Exchange Shares were issued in exchange for
other outstanding securities of the Company; (b) there was no
additional consideration delivered by the holder in connection with
the exchange; and (c) there were no commissions or other
remuneration paid by the Company in connection with the exchange.
On June 6, 2024, the Company entered into a consulting agreement
with a third party consultant, which has a term until Dec. 10,
2024, pursuant to which the Company issued 309,483 shares of
restricted Common Stock to the consultant in consideration for
marketing and distribution services agreed to be rendered to the
Company pursuant to the agreement.
On June 7, 2024, the Company entered into a consulting agreement
with a separate third party consultant, which has a term of six
months, pursuant to which the Company issued 120,000 shares of
restricted Common Stock to the consultant in consideration for
business development consulting services agreed to be rendered to
the Company pursuant to the agreement.
As of June 10, 2024, after taking into account the issuance of the
Preferred Exchange Shares and the Consultant Shares, the Company
has 18,255,228 shares of Common Stock outstanding.
About XTI Aerospace
XTI Aerospace (formerly Inpixon), is primarily an aircraft
development and manufacturing company. The Company is developing a
vertical takeoff and landing ("VTOL") aircraft that takes off and
lands like a helicopter and cruises like a fixed-wing business
aircraft. The Company believes its initial configuration, the
TriFan 600, will be one of the first civilian fixed-wing VTOL
aircraft that offers the speed and comfort of a business aircraft
and the range and versatility of VTOL for a wide range of customer
applications, including private aviation for business and high net
worth individuals, emergency medical services, and commuter and
regional air travel. Since 2013, the Company has been engaged
primarily in developing the design and engineering concepts for the
TriFan 600, building and testing a two-thirds scale unmanned
version of the TriFan 600, generating pre-orders for the TriFan
600, and seeking funds from investors to enable the Company to
build full-scale piloted prototypes of the TriFan 600, and to
eventually engage in commercial development of the TriFan 600.
New York-based Marcum LLP, the Company's auditor since 2012, issued
a "going concern" qualification in its report dated April 16, 2024,
citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
YZ ENTERPRISES: Wins Interim Cash Collateral Access
---------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio
authorized YZ Enterprises Inc. to use cash collateral, on an
interim basis, in accordance with the budget, with a 205 variance.
The cash collateral will be used by the Debtor to funds its
day-to-day business operations, including the payment of employees,
suppliers, utilities and other ordinary course expenses.
The parties with an interest in the Debtor's cash collateral are
the United States Small Business Administration, Northview Capital,
LLC, Franklin Capital Holdings, LLC, and Unique Funding Solutions,
LLC.
The Debtor is directed not make any payments to the SBA as and for
the Debtor's use of the SBA's cash collateral.
As adequate protection, SBA will be granted a post-petition
perfected security interest under 11 U.S.C. Section 361(2) to the
same extent and with the same priority as the SBA held on a
prepetition basis in the Debtor's property. The SBA Replacement
Lien will be deemed to be perfected immediately upon the entry of
the Court of this Interim Order without the need for filing any
further documentation.
Northview will receive a monthly payment of $4,000 as adequate
protection, which will be due on the 5th day of every month. In
addition, Northview will be granted a post-petition perfected
security interest under 11 U.S.C. Section 361(2) to the same extent
and with the same priority as Northview held on a prepetition basis
in the Debtor's property.
Franklin and Unique are granted a postpetition perfected security
interest under 11 U.S.C. section 361(2) to the same extent and with
the same priority as they held on a prepetition basis in the
Debtor's property. The Replacement Lien will be deemed to be
perfected immediately upon the entry of the Court of the Interim
Order without the need for filing any further documentation.
The Debtor will maintain insurance on all its Property in an amount
according to the contract terms with respect to the Collateral or,
to the extent not otherwise specified in a contract or loan,
agreement, an amount which is customarily appropriate for the
nature of the property.
A final hearing on the matter is set for July 9 at 1:30 p.m.
A copy of the order is available at https://urlcurt.com/u?l=KvncGF
from PacerMonitor.com.
About YZ Enterprises Inc.
YZ Enterprises Inc. manufactures specialty cookies from its base of
operations.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-31033-jpg) on May 31,
2024. In the petition signed by Tamar Markham, CEO, the Debtor
disclosed up to $1 million in assets and up to $10 million in
liabilities.
Judge John P. Gustafson oversees the case.
Eric Neuman, Esq., at Diller and Rice, LLC, represents the Debtor
as legal counsel.
ZHANG MEDICAL: No Decline in Patient Care, 5th PCO Report Says
--------------------------------------------------------------
David Crapo, the court-appointed patient care ombudsman, filed with
the U.S. Bankruptcy Court for the Southern District of New York his
fifth report regarding the health care facility operated by Zhang
Medical P.C., doing business as New Hope Fertility Center.
The PCO has determined that the Debtor's physicians, physician
assistant and nurses have retained their licenses and are not
currently facing disciplinary actions. Additionally, neither they
nor the Debtor's lab scientist or on the U.S. Department of Health
and Human Services excluded persons last.
The PCO's due diligence during the Fifth Reporting Period did not
uncover any new litigation filed against the Debtor. Similarly,
although reviews of the Debtor in online services like Yelp
contained criticisms of the Debtor's administrative procedures,
nothing in the reviews suggests any decline in the quality of
patient care or safety.
Mr. Crapo has not received any information indicating that quality
of care provided to the Debtor's patients (including patient
safety) is not acceptable and is currently declining or is
otherwise being materially compromised.
In light of the limited amount of any negative information about
the Debtor and its clinical staff, the Debtor's resolution of
investigations by the FDA and the NYDOH, the oversight and
supervision provided by the Debtor's clinical staff appears to
sufficient to uncover quality of care deficits if they arose,
although, because the Debtor's case still remains pending, the PCO
contemplates an inspection of the Debtor's premises in June, 2024
and updating information he has previously received from the
Debtor.
The PCO observed that the current performance of Zhang Medical and
its existing structures reveals a facility that apparently
continues to provide the same level of patient care and safety it
historically provided since before its bankruptcy filing.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=tQ9AH3 from PacerMonitor.com.
The ombudsman may be reached at:
David N. Crapo, Esq.,
Gibbons P.C.
One Gateway Center
Newark, NJ 07102-5310
Phone: (973) 596-4523
Fax: (973) 639-6244
Email: dcrapo@gibbonslaw.com
About Zhang Medical
New York-based Zhang Medical P.C. specializes in low and no-drug
infertility solutions that help women conceive with minimal
invasiveness. It conducts business under the name New Hope
Fertility Clinic.
Zhang Medical filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10678) on April
30, 2023, with $1 million to $10 million in both assets and
liabilities. Eric Huebscher has been appointed as Subchapter V
trustee.
Judge Philip Bentley oversees the case.
The Debtor tapped Joseph D. Nohavicka, Esq., at Pardalis &
Nohavicka, LLP as legal counsel.
David Crapo is the patient care ombudsman appointed in the Debtor's
Chapter 11 case.
[*] Matthew Micheli Joins Arnold & Porter's Bankruptcy Practice
---------------------------------------------------------------
Arnold & Porter on June 10 disclosed that Matthew Micheli has
joined the firm's Bankruptcy and Restructuring practice as a
partner, resident in Chicago. Mr. Micheli's arrival builds upon the
Chicago office's continued growth. In the last five years, the
Chicago office has added 16 new partners and counsel, including the
promotion of three partners, and now consists of over 50
attorneys.
In welcoming Mr. Micheli, Michael Messersmith, chair of the firm's
Bankruptcy and Restructuring practice, said: "Matt's background in
complex restructurings and debt financing will be an asset to our
Bankruptcy and Restructuring practice. His representation of
debtors and creditors, as well as his experience in ad hoc lender
group and company representation will greatly benefit our
clients."
A former senior associate at the firm, Mr. Micheli has broad
experience across a range of complex restructurings, debt
financing, and distressed M&A matters. He also has first-chair
experience on both lender-side and company-side engagements at
various levels in the capital structure through out-of-court
restructurings and in chapter 11 restructurings across the U.S. In
addition, he spent several years as a corporate executive and draws
on those years of business and operational experience to advise his
clients.
In joining the firm, Micheli said, "It's a privilege to rejoin
Arnold & Porter, a firm that shaped my professional journey. I look
forward to working with my new colleagues in the firm's
sophisticated Bankruptcy and Restructuring practice, which has
represented stakeholders in some of the largest and most complex
multinational restructurings and insolvencies in recent years."
Mr. Micheli earned his J.D. from DePaul College of Law and his B.A.
from Indiana University.
About Arnold & Porter
Arnold & Porter combines sophisticated regulatory, litigation, and
transactional capabilities to resolve clients' most complex issues.
With over 1,000 lawyers practicing in 15 offices worldwide, the
firm offers deep industry experience and an integrated approach
that spans more than 40 practice areas. Through multidisciplinary
collaboration and focused industry experience, it provides
innovative and effective solutions to mitigate risks, address
challenges, and achieve successful outcomes.
*********
Monday's edition of the TCR delivers a list of indicative prices
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The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
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