/raid1/www/Hosts/bankrupt/TCR_Public/240613.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, June 13, 2024, Vol. 28, No. 164
Headlines
100 CHARLOTTE: Seeks to Hire Mickler & Mickler LLP as Counsel
1100-1104 LAFAYETTE: Hires Rachel S. Blumenfeld PLLC as Counsel
1198 DECATUR: Voluntary Chapter 11 Case Summary
210 SPRINGDALE: Case Summary & 14 Unsecured Creditors
246 WASHINGTON: Hires Steidl and Steinberg as Legal Counsel
265 OCEAN PARKWAY: Unsecureds to Recover Up to 100% Dividend
31 BEECH EO: Case Summary & Nine Unsecured Creditors
4221-ASSOCIATES AZ: U.S. Trustee Unable to Appoint Committee
A SUN STATE TREES: L. Todd Budgen Named Subchapter V Trustee
ACCELERATED HEALTH: XAI Octagon Marks $195,852 Loan at 26% Off
ACCORD LEASE: Hires Michelotti & Associates Ltd. as Counsel
ACT HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
AGREGADOS FURIA: Hires Lugo Mender Group as Legal Counsel
ALEXANDRIA ADULT: Angela Shortall Named Subchapter V Trustee
ALLIED PROPERTIES: Moody's Lowers Sr. Unsecured Debt Ratings to Ba1
AMERICAN ACRYLICS: Seeks Chapter 11 Bankruptcy Protection
AMERICAN HVAC: Hires Belvedere Legal as Bankruptcy Counsel
AMERICAN PAVING: Daniel Freeland Named Subchapter V Trustee
AMERICAN TITANIUM: Hires Foley & Lardner LLP as Counsel
AMERIFIRST FINANCIAL: Plan Exclusivity Period Extended to August 19
ANASTASIA PARENT: Moody's Alters Outlook on 'Caa1' CFR to Negative
ANDERSON BROS: Neema Varghese Named Subchapter V Trustee
ANKURA HOLDINGS: Moody's Affirms B3 CFR & Cuts 1st Lien Loans to B3
ANKURA HOLDINGS: S&P Affirms 'B-' Rating on First-Lien Term Loan
APL CARGO INC: Hits Chapter 11 Bankruptcy Protection in Indiana
ASENSUS SURGICAL: Signs Definitive Merger Agreement with KARL STORZ
ASTRA ACQUISITION: XAI Octagon Marks $201,340 Loan at 60% Off
ASTRA SPACE: Files Definitive Information Statement
B&D DEVELOPMENT: Case Summary & One Unsecured Creditor
BAR EAST: Glen Watson of Watson Law Named Subchapter V Trustee
BAYSHORE DEVELOPMENT: Kathleen DiSanto Named Subchapter V Trustee
BECKER INC: Michael Wheatley Named Subchapter V Trustee
BED BATH & BEYOND: Estate Administrator Sues NJEDA Over Tax Credits
BEECH TREE: Lisa Rynard Named Subchapter V Trustee
BEELAND PROPERTIES: Voluntary Chapter 11 Case Summary
BLACK OPS: Seeks Approval to Hire Bradford Law Offices as Counsel
BLUEWORKS CORP: Case Summary & 13 Unsecured Creditors
BUCKEYE PARTNERS: Fitch Assigns 'BB' Rating on Sr. Unsecured Notes
CAMARILLO HHCA: U.S. Trustee Appoints Tamar Terzian as PCO
CAPSITY INC: Court OKs Appointment of Michael Carmel as Examiner
CARROLL COUNTY: S&P Assigns Prelim 'BB-' Rating on Secured TLB
CARVANA CO: Tax Asset Preservation Plan Expires
CASA SYSTEM: XAI Octagon Marks $746,304 Loan at 40% Off
CASTLE US HOLDING: XAI Octagon Marks $827,032 Loan at 30% Off
CD&R GALAXY: Moody's Cuts CFR & Sr. Secured 1st Lien Debt to Caa1
CMM MINEOLA LLC: Seeks Chapter 11 Bankruptcy in Texas
COACH USA: Case Summary & 30 Largest Unsecured Creditors
COACH USA: Commences Voluntary Chapter 11 Proceedings in Delaware
CONTINENTAL ELECTRIC: Douglas Stanger Named Subchapter V Trustee
COPA LLC: Ashley Rusher Named Subchapter V Trustee
CORETEC GROUP: CFO Steps Down to Work for Another Company
CORNERSTONE PSYCHOLOGICAL: Deborah Fish Named PCO
CREDIVALORES–CREDISERVICIOS: Davis Polk Represents Noteholders
CT & JJ: Case Summary & 20 Largest Unsecured Creditors
CYBERJIN LLC: Seeks Subchapter V Bankruptcy Protection
DELTA APPAREL: Two Directors Resign From Board
DENVER MARINE: Online Bankruptcy Auction Starts Today
DIAMOND SPORTS: Comcast Deal Needed, Pro Leagues Say
DMK PHARMACEUTICALS: Seeks to Extend Plan Exclusivity to August 2
DT MIDSTREAM: Moody's Affirms Ba1 CFR & Alters Outlook to Positive
DT&T LOGISTICS: Voluntary Chapter 11 Case Summary
EASTERN POWER: Moody's Rates New $665MM Senior Secured Loans 'B1'
EASTSIDE DISTILLING: Has Until Oct. 7 to Regain Nasdaq Compliance
EMRLD BORROWER: Fitch Puts 'BB' LongTerm IDR on Watch Negative
ENDRA LIFE: Prices $8 Million Public Stock Offering
EUSHI FINANCE: Fitch Assigns 'BB+' Rating on Jr. Subordinated Notes
FAIR STATE BREWING: Unsecured Creditors to Split $292K in Plan
FAMULUS HEALTH: Seeks Chapter 11 Bankruptcy in South Carolina
FINTHRIVE SOFTWARE: AWF Marks $660,000 Loan at 38% Off
FORWARD AIR: S&P Downgrades ICR to 'B' on Weakened Performance
FREEDOM WIND: Court Directs Appointment of Examiner
FULCRUM LOAN: Case Summary & 10 Unsecured Creditors
FULCRUM TALE: Case Summary & Two Unsecured Creditors
GFH LTD: Hits Chapter 11 Bankruptcy Protection
GULF TILE: Amy Denton Mayer of Stichter Named Subchapter V Trustee
H&M II LLC: Seeks to Hire Desai Law Firm LLC as Counsel
HAIMIL REALTY: Voluntary Chapter 11 Case Summary
HAUWIN ENTERPRISES: Seeks Chapter 11 Bankruptcy Protection
HIP II LLC: Case Summary & Two Unsecured Creditors
HOVNANIAN ENTERPRISES: S&P Upgrades ICR to 'B', Outlook Stable
HUTCHENS PERRY: Hires Bond Law Office as Counsel
IBIO INC: Closes Sale of Manufacturing Facility in Texas for $8.5MM
INDY NATIONAL: Hits Chapter 11 Bankruptcy Protection
INNOVATIVE DESIGNS: CEO Fires RW Group as Auditor
INVIVO THERAPEUTICS: Seeks to Extend Plan Exclusivity to August 29
J & S CONCEPTS: Unsecureds to Split $250K over 36 Months
JACKSON HOSPITAL: S&P Places 'BB-' Bond Rating on Watch Negative
JARBAI LLC: Case Summary & Two Unsecured Creditors
JERUSALEM FOOD: Joseph Schwartz Named Subchapter V Trustee
JL TEXAS PALLETS: Case Summary & 20 Largest Unsecured Creditors
KEYSTONE MANAGEMENT: Jerrett McConnell Named Subchapter V Trustee
KUMAS HOLDINGS: Case Summary & One Unsecured Creditor
LADRX CORP: Mutually Agrees to Terminate Aldoxorubicin License
LIVEONE INC: Extends Maturity of East West Bank Note to Sept. 2
LLT MANAGEMENT: AWKO Backs Prepack Bankruptcy Plan
LOOPSTER'S TOWING: Unsecureds to Split $18,500 in Consensual Plan
LTL MANAGEMENT: Jury Orders J&J to Pay Baby Powder User $260M
LUSSO APARTMENTS: Files for Chapter 11 Bankruptcy Protection
MEDICAL DEPOT: S&P Affirms 'CCC+' ICR After Maturity Extension
METAL CHECK: M.R. High Inc. Seeks Appointment of Examiner
MICHIGAN PAIN: Case Summary & 20 Largest Unsecured Creditors
MIDSTATE SIGNS: Hires Bush Law Firm as Bankruptcy Counsel
MIKESELL TRADING: Michael Wheatley Named Subchapter V Trustee
MK ARCHITECTURE: Charles Persing Named Subchapter V Trustee
NATIONAL SIGNS: Jarrod Martin Named Subchapter V Trustee
NEKTAR THERAPEUTICS: All Four Proposals Passed at Annual Meeting
NEW RUE21: Committee Seeks to Hire Dundon as Financial Advisor
NOVO INTEGRATED: Hikes Stock Repurchase Program Amount to $10MM
NUR HOME: Hires Michael Jay Berger as Counsel
NUWELLIS INC: Extends Supply & Collaboration Agreement With DaVita
OCUGEN INC: EY Declines to Stand for Re-Election as Auditor
ONE FAT FROG: L. Todd Budgen Named Subchapter V Trustee
ONYX SITE: Case Summary & 20 Largest Unsecured Creditors
OPTINOSE INC: All Three Proposals Passed at Annual Meeting
PERSIMMON HOLLOW: UST Appoints Amy Denton Mayer as Examiner
PHILADELPHIA ORTHODONTICS: Hires Campbell & Levine as Counsel
PHOENIX MITCHELL: Hires Law Offices of Craig M. Geno as Counsel
PIONEER POWER: Errors Found in Previously Issued Financial Reports
PLAZA ESTATES: Voluntary Chapter 11 Case Summary
POGO ENERGY: Behrooz Vida Named Subchapter V Trustee
POLISHED BY KEI: Judy Wolf Weiker Named Subchapter V Trustee
POWERSCHOOL HOLDINGS: S&P Places 'B' ICR on CreditWatch Negative
REDHILL BIOPHARMA: A. Felder Quits as Director for Personal Reasons
REECE GREEN: Hires Bush Law Firm as Bankruptcy Counsel
RELIANCE SECURITY: Brian Shapiro Named Subchapter V Trustee
RESOLUTE HOLDINGS: Hires Tavenner & Beran PLC as Counsel
RICE OIL: Unsecureds Will Get 23% of Claims over 5 Years
RITE AID: Reaches Deal to Auction the $567 Mil. Elixir Buyout Loan
ROMANCE WRITERS: Melissa Haselden Named Subchapter V Trustee
ROYSTONE ON QUEEN: Case Summary & 14 Unsecured Creditors
RTI HOLDING: Ruby Tuesday Former Workers Lose Benefits Lawsuit
SABRE GLBL: XAI Octagon Marks $177,993 Loan at 16% Off
SABRE GLBL: XAI Octagon Marks $278,853 Loan at 16% Off
SAMARITAN MEDICAL:S&P Affirms 'BB' Rating on 2017A/B Revenue Bonds
SCHOFFSTALL FARM: Listed Assets for Sale After Chapter 11 Filing
SHUTTERFLY FINANCE: XAI Octagon Marks $606,244 Loan at 22% Off
SIGYN THERAPEUTICS: Holders Convert $227K Debentures Into Equity
SIR TAJ: Trustee Hires Trigild IVL as Operations Manager
SOD EXPRESS: Aaron Cohen Named Subchapter V Trustee
SOS HYDRATION: Commences Subchapter V Bankruptcy Process
SOTHEBY'S: S&P Downgrades ICR to 'B-' on Elevated Leverage
SPARTA US: S&P Assigns 'B+' ICR on New Senior Secured Term Loan
STARBRIDGE (ONTARIO): Hires Hilco as Real Estate Advisor
STEWARD HEALTH: Cokinos Young Advises MP2 Energy & Bank OZK
STRATEGIC RETREAT: Case Summary & Two Unsecured Creditors
SUNPOWER CORP: Secures $50 Million Draw From Second Lien Term Loan
T&R TRANSPORT: Claims to be Paid From Net Disposable Income
THREE PARTRIDGE: Case Summary & 20 Largest Unsecured Creditors
TIMEKEEPERS INC: Case Summary & 20 Largest Unsecured Creditors
TMD HOLDINGS: Seeks to Hire Calaiaro Valencik as Counsel
TORRID LLC: XAI Octagon Marks $181,089 Loan at 16% Off
TRI-STATE SOLUTIONS: Hires Frost & Associates as Counsel
TRUGREEN LP: XAI Octagon Marks $125,392 Loan at 22% Off
UNDERGROUND CREATIVE: Christy Brandon Named Subchapter V Trustee
USIC HOLDINGS: Moody's Affirms B3 CFR & Alters Outlook to Negative
VALCOUR PACKAGING: S&P Lowers ICR to 'SD' on Debt Restructuring
VALCOUR PACKAGING: S&P Lowers ICR to 'SD' on Debt Restructuring
VANDEVCO LIMITED: Court OKs Appointment of Groshong as Examiner
VFH PARENT: Fitch Assigns 'BB-(EXP)' Rating on Sr. Secured Notes
VISTAGEN THERAPEUTICS: Incurs $29.36M Net Loss in FY Ended March 31
WATERBRIDGE MIDSTREAM: Moody's Rates New $1.15BB Term Loan 'B2'
WESTAR PLUMBING: Jody Corrales Named Subchapter V Trustee
WEWORK INC: Completes Lease Negotiations in Ireland, UK
WEWORK INC: Emerges From Chapter 11 Bankruptcy With New CEO
WHITEHORSE 401: Case Summary & 17 Unsecured Creditors
WITMAN PENSION: Tarek Kiem Named Subchapter V Trustee
WOM SA: Dechert LLP & Young Conaway Update List of WOM Noteholders
XPLORNET COMMUNICATIONS: XAI Octagon Marks $138,150 Loan at 55% Off
YZ ENTERPRISES: Commences Subchapter V Bankruptcy Proceeding
ZANE STATE: Moody's Alters Outlook on 'Ba1' Issuer Rating to Pos.
ZION OIL: All Three Proposals Approved at Annual Meeting
[^] Recent Small-Dollar & Individual Chapter 11 Filings
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100 CHARLOTTE: Seeks to Hire Mickler & Mickler LLP as Counsel
-------------------------------------------------------------
100 Charlotte, LLC seeks approval from the U.S. Bankruptcy Court
for the Middle District of Florida to employ the Law Offices of
Mickler & Mickler, LLP as counsel.
The firm will render general representation of the Debtor in the
bankruptcy proceeding and the performance of all legal services for
the Debtor which may be necessary herein.
The firm will be paid at the rate of $300 to $400 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Bryan K. Mickler, Esq., a partner at Law Offices of Mickler &
Mickler, 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:
Bryan K. Mickler, Esq.
Law Offices of Mickler & Mickler, LLP
5452 Arlington Expressway
Jacksonville, FL 3211
Tel: (904) 725-0822
Fax: (904) 725-0855
Email: bkmickler@planlaw.com
About 100 Charlotte, LLC
100 Charlotte, LLC is the owner of real property located at 100
Charlotte Ave, New Smyrna Beach, FL 32168 valued at $1.24 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02514) on May 20,
2024. In the petition signed by Roberto Martins, Sr., manager, the
Debtor disclosed $1,244,508 in assets and $387,326 in liabilities.
Judge Tiffany P. Geyer oversees the case.
Bryan K. Mickler, Esq., at LAW OFFICES OF MICKLER & MICKLER, LLP,
represents the Debtor as legal counsel.
1100-1104 LAFAYETTE: Hires Rachel S. Blumenfeld PLLC as Counsel
---------------------------------------------------------------
1100-1104 Lafayette Avenue seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to employ The Law Office
of Rachel S. Blumenfeld PLLC as counsel.
The firm will provide these services:
a. give advice to the Debtor with respect to its powers and
duties as Debtor-in-Possession and the continued management of its
property and affairs.
b. negotiate with creditors of the Debtor and work out a plan
of reorganization and take the necessary legal steps in order to
effectuate such a plan including, if need be, negotiations with
creditors and other parties in interest;
c. prepare on behalf of the Debtor all necessary schedules,
application, motions, answers, orders, reports, and other legal
papers required for the Debtor that seek protection from its
creditors under Chapter 11 of the Bankruptcy Code;
d. appear before the Bankruptcy Court to protect the interest
of the Debtor and to represent the Debtor in all matters pending
before the Court;
e. represent the Debtor, if need be, in connection with
obtaining post petition financing;
f. take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of reorganization;
and
g. perform all other legal services of the Debtor which may be
necessary for the preservation of the Debtor's estate and to
promote the best interest of the Debtor, its creditors and its
estate.
The firm will be paid at these rates:
Rachel S. Blumenfeld, Esq. $525 per hour
Of counsel $450 per hour
Paraprofessional $150 per hour
The firm received from the Debtor a retainer in the amount of
$28,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Rachel S. Blumenfeld, Esq., a partner at Law Office of Rachel S.
Blumenfeld PLLC, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Rachel S. Blumenfeld, Esq.
The Law Office of Rachel S. Blumenfeld PLLC
26 Court Street, Suite 2220
Brooklyn, NY 11242
Tel: (718) 858-9600
Fax: (718) 858-9601
About 1100-1104 Lafayette Avenue
1100-1104 Lafayette is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)). The Debtor is the owner of
real property located at 1100-1104 Lafayette Avenue, Brooklyn, New
York valued at $3.5 million.
1100-1104 Lafayette Ave LLC in Brooklyn, NY, filed its voluntary
petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No.
24-41299) on March 26, 2024, listing $3,500,000 in assets and
$650,000 in liabilities. Sung An as president, signed the petition.
LAW OFFICE OF RACHEL S. BLUMENFELD PLLC serve as the Debtor's legal
counsel.
1198 DECATUR: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 1198 Decatur LLC
1198 Decatur Street
Brooklyn, NY 11211
Chapter 11 Petition Date: June 11, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-42465
Judge: Hon. Jil Mazer-Marino
Debtor's Counsel: Nnenna Onua, Esq.
MCKINLEY ONUA & ASSOCIATES
26 Court Street
Suite 300
Brooklyn, NY 11242
Tel: 718-522-0236
Email: nonua@mckinleyonua.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Asher A. Paskes as managing agent.
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/UHZAFCY/1198_DECATUR_LLC__nyebke-24-42465__0001.0.pdf?mcid=tGE4TAMA
210 SPRINGDALE: Case Summary & 14 Unsecured Creditors
-----------------------------------------------------
Debtor: 210 Springdale EO LLC
210 Springdale Avenue
East Orange, NJ 07017
Business Description: 210 Springdale EO LLC is a Single Asset
Real Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: June 11, 2024
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 24-15881
Debtor's Counsel: Douglas J. McGill, Esq.
WEBBER MCGILL LLC
100 E. Hanover Avenue
Suite 401
Cedar Knolls, NJ 07927
Tel: (973) 739-9559
Fax: (973) 739-9575
E-mail: dmcgill@webbermcgill.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Thomas J. Caleca on behalf of Managing
Member.
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/LKUC5RQ/210_Springdale_EO_LLC__njbke-24-15881__0001.0.pdf?mcid=tGE4TAMA
246 WASHINGTON: Hires Steidl and Steinberg as Legal Counsel
-----------------------------------------------------------
246 Washington Road, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to employ Steidl and
Steinberg, P.C. to handle its Chapter 11 case.
The firm will be paid at the rate of $350 per hour.
The firm was paid a retainer in the amount of $5,000, plus the
filing fee of $1,738.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Christopher M. Frye, Esq., a partner at Steidl and Steinberg, 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:
Christopher M. Frye
Steidl and Steinberg, P.C.
2830 Gulf Tower, 707 Grant Street,
Pittsburgh, PA 15219
Tel: (412) 391-8000
Fax: (412) 391-0221
Email: chris.frye@steidl-steinberg.com
About 246 Washington Road, LLC
246 Washington Road, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Pa. Case No. 24-21251) on May 21, 2024, disclosing
under $1 million in both assets and liabilities. The Debtor hires
Steidl and Steinberg, P.C.
265 OCEAN PARKWAY: Unsecureds to Recover Up to 100% Dividend
------------------------------------------------------------
265 Ocean Parkway LLC submitted an Amended Disclosure Statement
describing Second Amended Chapter 11 Plan of Reorganization dated
May 27, 2024.
The Plan envisions that the Debtor will complete construction of
its residential redevelopment project (the "Project") and provides
for the disposition and treatment of secured and unsecured claims
for purposes of bankruptcy.
The Project involves development of property located at 265 Ocean
Parkway, Brooklyn, New York (the "Property") which has been ongoing
for more than a decade. The existing pre-petition and post-petition
secured debt encumbering the Property will be deferred until
completion of the Project.
At confirmation, the Debtor intends to pay allowed administrative
and priority claims, plus establish a general creditor fund in the
amount of $25,000 to make a pro rata distribution. All of this
(plus remaining construction) shall be funded in the total sum of
$2.3 million (the "Exit Contribution") by Simon Alishaev, one of
the pre-petition equity interest holders.
After an initial hearing on approval of the Debtor's original
disclosure statement and plan, and in response to concerns raised
by the Court, the Plan has been amended to provide that the Exit
Contribution being provided by Mr. Alishaev shall be a capital
contribution and not a loan. In consideration of the Exit
Contribution, Mr. Alishaev shall be the sole equity interest holder
in the post-confirmation successor to the Debtor.
The tort claimants, Ramon Escobar Castro and Raul Flores
(hereinafter, the "Tort Claimants") never filed or asserted any
actual claims in the Chapter 11 case. Accordingly, the Tort
Claimants do not have valid claims in bankruptcy. Accordingly, the
Plan provides for establishment of a fund of $25,000 to pay a pro
rata dividend to the holders of allowed Unsecured Claims up to
100%, excluding the two Tort Claimants.
The construction, however, is not yet done. Thus, in order to
enable the Debtor to complete construction, Mr. Alishaev is now
willing to personally contribute as capital an additional sum of up
to $2,300,000 (the "Exit Contribution"). The Exit Contribution
constitutes new value to the Debtor's business supporting the basis
for Mr. Alishaev to be the sole member of Newco. The Exit
Contribution shall be used to pay the Debtor's immediate cash
obligations under the Plan and to provide liquidity to complete
construction of the Project.
Class 3 consists of Real Estate Tax Claims of the City of New York.
Outstanding and accrued real estate taxes owed to the City of New
York relating to the Property to be paid in full at closing on the
Exit Contribution. The amount of claim in this Class total
$41,332.15. This Class will receive a distribution of 100% of their
allowed claims.
Class 4 consists of the Allowed General Unsecured Claims. There are
two Allowed Class 4 General Unsecured Claims held by Alfredo Boccia
in the amount of $7,458 and GC Eng. Engineering in the amount of
$16,550. The unfiled and disputed claims of the Tort Claimants
asserted in the State Court Litigation are not being allowed in
bankruptcy and therefore shall not be eligible to share in the pro
rata distribution under the Plan for Unsecured Creditors.
The holders of Class 4 Unsecured Claims shall receive a pro rata
cash distribution from the Creditor Fund up to 100% of their
claims. As of this writing, there are two Allowed Class 4 Claims
totaling $24,008. Thus, both claims are projected to be paid in
full from the Creditor Fund. The Class 4 claims of Unsecured Claims
are impaired and eligible to vote on the Plan.
The Plan shall be implemented through the Exit Contribution, which
shall be funded into escrow with the Disbursing Agent prior to the
Effective Date. These monies shall be used first to pay all allowed
Administrative Expenses and Priority Claims and establish the
Creditor Fund pursuant to which a pro rata distribution to Class 4
Unsecured Claims shall be made.
A full-text copy of the Amended Disclosure Statement dated May 27,
2024 is available at https://urlcurt.com/u?l=L4OfVr from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Kevin J. Nash, Esq.
Goldberg Weprin Finkel Goldstein LLP
1501 Broadway
New York, NY, 10036
Tel: (212) 301-6944
Email: knash@gwfglaw.com
About 265 Ocean Parkway
265 Ocean Parkway, LLC, is a Brooklyn, N.Y.-based company, which
owns a real property that it acquired about 10 years ago with the
intention of redeveloping the site into a residential condominium
building. The property is located at 265 Ocean Parkway, Brooklyn,
N.Y.
265 Ocean Parkway filed a petition for Chapter 11 protection
(Bankr. E.D.N.Y. Case No. 21-42325) on Sept. 14, 2021, listing as
much as $10 million in both assets and liabilities. Michael
Sorotzkin, manager, signed the petition.
Judge Nancy Hershey Lord oversees the case.
The Debtor tapped Goldberg Weprin Finkel Goldstein, LLP, as legal
counsel.
31 BEECH EO: Case Summary & Nine Unsecured Creditors
----------------------------------------------------
Debtor: 31 Beech EO Proud LLC
31 Beech Street
East Orange, NJ 07018
Business Description: 31 Beech EO Proud is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: June 11, 2024
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 24-15883
Debtor's Counsel: Douglas J. McGill, Esq.
WEBBER MCGILL LLC
100 E. Hanover Avenue
Suite 401
Cedar Knolls, NJ 07927
Tel: (973) 739-9559
Fax: (973) 739-9575
E-mail: dmcgill@webbermcgill.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Thomas J. Caleca as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's nine unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/SCP663A/31_Beech_EO_Proud_LLC__njbke-24-15883__0001.0.pdf?mcid=tGE4TAMA
4221-ASSOCIATES AZ: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------
The U.S. Trustee for Region 14 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of 4221-Associates, AZ, LLC.
About 4221-Associates AZ
4221-Associates, AZ, LLC, sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-03211) on April
25, 2024. In the petition signed by David E. Slattery, Sr.,
manager, the Debtor disclosed up to $50 million in both assets and
liabilities.
Judge Brenda K. Martin presides over the case.
Michael W. Carmel, Ltd. represents the Debtor as bankruptcy
counsel.
A SUN STATE TREES: L. Todd Budgen Named Subchapter V Trustee
------------------------------------------------------------
The U.S. Trustee for Region 21 appointed L. Todd Budgen, Esq., a
practicing attorney in Longwood, Fla., as Subchapter V trustee for
A Sun State Trees, Inc.
Mr. Budgen will be paid an hourly fee of $400 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Budgen declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
L. Todd Budgen, Esq.
P.O. Box 520546
Longwood, FL 32752
Tel: (407) 232-9118
Email: Todd@C11Trustee.com
About A Sun State Trees
A Sun State Trees, Inc. provides tree removal, site clearing and
waste hauling services. The company is based in Sanford, Fla.
A Sun State Trees filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (M.D. Fla. Case No. 24-02710) on May 30,
2024, with up to $50,000 in assets and up to $10 million in
liabilities. Randall Nellis, president, signed the petition.
Judge Lori V. Vaughan presides over the case.
Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC represents the
Debtor as bankruptcy counsel.
ACCELERATED HEALTH: XAI Octagon Marks $195,852 Loan at 26% Off
--------------------------------------------------------------
XAI Octagon Floating Rate & Alternative Income Trust has marked its
$195,852 loan extended to Accelerated Health Systems, LLC to market
at $145,338 or 74% of the outstanding amount, as of March 31, 2024,
according to a disclosure contained in XAI Octagon's Form N-CSR for
the Fiscal year ended March 31, 2024, filed with the Securities and
Exchange Commission.
XAI Octagon is a participant in an Initial Term B Senior Secured
First Lien Loan (3MSOFR + 3%) to Accelerated Health Systems, LLC.
The loan matures on February 15, 2029.
XAI Octagon is a diversified, closed-end management investment
company registered under the Investment Company Act of 1940, as
amended. The Trust commenced operations on September 27, 2017
Date of Fiscal Year End: September 30
XAI Octagon is led Theodore J. Brombach, President and Chief
Executive Officer; and Derek J. Mullins, Treasurer & Chief
Financial Officer. The fund can be reach through:
Theodore J. Brombach
XAI Octagon Floating Rate & Alternative Income Trust
321 North Clark Street, Suite 2430
Chicago, IL 60654
Tel No.: (312) 374-6930
- and -
Benjamin D. McCulloch, Esq.
XA Investments LLC
321 North Clark Street, Suite 2430
Chicago, IL 60654
Tel No.: (312) 374-6930
Accelerated Health Systems, LLC provides healthcare services. The
Company offers athletic training, physical therapy, occupational
therapy, and fitness services to affiliations including high
schools, colleges, and many professional sports teams.
ACCORD LEASE: Hires Michelotti & Associates Ltd. as Counsel
-----------------------------------------------------------
Accord Lease, Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of Illinois to employ Michelotti &
Associates, Ltd. as co-counsel.
The firm's services include:
a. assisting and advising the debtor concerning the Debtor's
legal status as a debtor and the powers, duties, rights, and
obligations as debtor in possession in the continued management and
operation business and of its property and affairs relative to the
administration of this proceeding;
b. representing the debtor before the bankruptcy court and
advising the debtor on all pending litigations, hearings, motions,
and of the decisions of the bankruptcy court;
c. reviewing and analyzing all applications, orders, and
motions filed with the bankruptcy court by third parties in this
proceeding and advising the Debtor thereon;
d. attending all meetings conducted according to section
341(a) of the bankruptcy code and representing the debtor at all
examinations and Debtor interviews;
e. communicating and negotiating with representatives of
creditors and other parties in interest;
f. preparing all necessary applications, reports, complaints,
motions, orders, and other legal papers and documents as may be
necessary to appear before the court regarding such legal matters
and to seek relief in accordance with said court documents,
together with the preparation of the necessary orders thereto;
g. defending the Estate against actions that may be
instituted against the debtor's estate in these proceedings and to
litigate matters relating to said proceedings in accordance with
the attorney-client retainer agreement executed between the
Parties;
h. examining and taking all actions necessary to protect and
preserve the estate, including prosecution of such claims or
actions and litigation as may be necessary or appropriate on behalf
of the estate and to support positions taken by the debtor, and
preparing witnesses and reviewing documents in this regard, when
applicable;
i. examining and resolving claims filed against the estate
and to advise and consult with the debtor regarding claims that may
be inappropriately or in error filed and to prepare and litigate
objections thereto when appropriate;
j. conferring with all other professionals, including any
accountants and consultants retained by the debtor and by any other
party in interest;
k. assisting the debtor in its negotiations with creditors
(and any creditor committees) or third parties concerning the terms
of any proposed plan of reorganization;
l. assisting the debtor in the formulation, preparation,
implementation, and consummation of a plan of reorganization and
disclosure statement, if necessary or appropriate, and all related
agreements and documents, and to take any actions necessary to
achieve confirmation of such plan and disclosure statement;
m. performing all other legal services required of the
debtor, be in the interest of the debtor and the estate, or
incident to these proceedings and to provide such legal advice to
the debtor as is necessary and in connection with this chapter 11
Case; and
n. advising the debtor about any potential sale of assets or
representation of the debtor in connection with obtaining
post-petition financing if required or needed.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
The firm received from the Debtor a retainer of $20,000.
Joseph C. Michelotti, Esq., a partner at Michelotti & Associates,
Ltd., 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:
Joseph C. Michelotti, Esq.
Michelotti & Associates, Ltd.
2625 Butterfield Suite 138S
Oak Brook, IL 60523
Tel: (630) 929-0100
Email: joe@michelottilaw.com
About Accord Lease, Inc.
Accord Lease, Inc. is into automotive equipment rental and leasing
business. The company is based in Bloomingdale, Ill.
Accord Lease sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-05152) on April 9,
2024, with $1 million to $10 million in both assets and
liabilities. Igor Tsapar, president, signed the petition.
J. Kevin Benjamin, Esq., at Benjamin Legal Services represents the
Debtor as bankruptcy counsel.
ACT HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: ACT Hospitality, Inc.
d/b/a Box Seats
391 East Central Street, Unit 5
Franklin, MA 02038
Business Description: ACT Hospitality, Inc. DBA Box Seats
is a sports-themed family restaurant and
neighborhood bar, serving all food and
drinks in a relaxed, casual setting.
Chapter 11 Petition Date: June 11, 2024
Court: United States Bankruptcy Court
District of Massachusetts
Case No.: 24-40604
Debtor's Counsel: Kate E. Nicholson, Esq.
NICHOLSON DEVINE LLC
21 Bishop Allen Dr.
Cambridge, MA 02139
Tel: 857-600-0508
Fax: 617-812-0405
E-mail: kate@nicholsondevine.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by A. Charles Tgibedes as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/D6IE7OA/ACT_Hospitality_Inc__mabke-24-40604__0001.0.pdf?mcid=tGE4TAMA
AGREGADOS FURIA: Hires Lugo Mender Group as Legal Counsel
---------------------------------------------------------
Agregados Furia, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Puerto Rico to employ Lugo Mender Group, LLC as
counsel.
The firm will render these legal services:
(a) advise the Debtor regarding its duties, powers and
responsibilities in the continued management of its business
operations;
(b) advise the Debtor in connection with its reorganization
endeavors;
(c) assist the Debtor with respect to negotiations with
creditors for the purpose of arranging a feasible Plan of
Reorganization;
(d) prepare legal papers;
(e) appear before the bankruptcy court, or any other court in
which the Debtor asserts a claim or defense directly or indirectly
related to this bankruptcy case; and
(f) perform such other legal services for the Debtor as may be
required in these proceedings.
The firm will be paid at these rates:
Wigberto Lugo Mender, Esq. $325 per hour
Senior Attorney $250 per hour
Associate Staff Attorney $175 per hour
Legal and Financial Assistants $125 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, the firm received a retainer in the
amount of $8,262 for the legal services to be rendered in
connection with this case.
Wigberto Lugo Mender, Esq., an attorney at Lugo Mender Group,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Wigberto Lugo Mender, Esq.
Lugo Mender Group, LLC
100 Carr. 165, Suite 501
Guaynabo, PR 00968-8052
Telephone: (787) 707-0404
Facsimile: (787) 707-0412
Email: a_betancourt@lugomender.com
About Agregados Furia, Inc.
The Debtor is in the business of non-metallic mineral mining and
quarrying.
Agregados Furia Inc. in Barceloneta, PR, filed its voluntary
petition for Chapter 11 protection (Bankr. D.P.R. Case No.
24-02130) on May 21, 2024, listing as much as $1 million to $10
million in both assets and liabilities. Carmen L. Alvarado Torres
as authorized representative, signed the petition.
LUGO MENDER GROUP, LLC serve as the Debtor's legal counsel.
ALEXANDRIA ADULT: Angela Shortall Named Subchapter V Trustee
------------------------------------------------------------
The Acting U.S. Trustee for Region 4 appointed Angela Shortall of
3Cubed Advisory Services, LLC as Subchapter V trustee for
Alexandria Adult Primary Care, LLC.
Ms. Shortall will be paid an hourly fee of $525 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Shortall declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Angela L. Shortall
3Cubed Advisory Services, LLC
111 S. Calvert St., Suite 1400
Baltimore, MD 21202
Phone: 410-783-6385
About Alexandria Adult Primary Care
Alexandria Adult Primary Care, LLC is a healthcare company
specializing in Internal Medicine.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Va. Case No. 24-10975) on May 23,
2024, with $208,641 in assets and $1,307,627 in liabilities. Kantha
R. Stoll, founder, signed the petition.
Diana Lyn Curtis Shutzer, Esq., at Fox Rothschild, LLP represents
the Debtor as legal counsel.
ALLIED PROPERTIES: Moody's Lowers Sr. Unsecured Debt Ratings to Ba1
-------------------------------------------------------------------
Moody's Ratings downgraded Allied Properties Real Estate Investment
Trust's ("Allied" or "the REIT") senior unsecured debt ratings to
Ba1 from Baa3. This reflects the difficult operating environment
for office real estate and the consequent impact on the REIT's
earnings. In the same action, Moody's assigned a Ba1 Corporate
Family Rating and withdrew Allied's Baa3 Issuer Rating. Moody's
also assigned a Speculative Grade Liquidity ("SGL") rating of
SGL-3. The outlook remains negative.
The negative outlook reflects the potential that the REIT's
financial leverage will remain weak at the current high level and
that fixed charge coverage will deteriorate without a material
improvement in leasing and/or a reduction in debt.
RATINGS RATIONALE
Allied owns a high-quality portfolio of office properties in the
main Canadian metropolitan areas that are leased to a diverse
tenant base. Although the REIT's properties have largely
outperformed the broader markets over last few years, the difficult
leasing environment has weakened its portfolio occupancy and
reduced rent growth. Allied's high financial leverage and modest
fixed charge coverage are unlikely to improve in 2024 because of
the operating conditions and limited other options to reduce
leverage.
At the end of Q1 2024, Allied's portfolio was 85.9% occupied, 370
bps lower than YE 2022. Leasing activity for the REIT and in the
broader market has been affected by the transition to hybrid work
environments by office-using companies. According to CBRE, office
vacancy in Canada was 18.4% at the end of the first quarter of
2024. Due to the quality of its portfolio, Allied has outperformed
the broader Canadian market and Moody's expects the difference to
widen with tenants' increased preference for higher quality
properties.
The REIT's income will be materially influenced by occupancy and
rent trends in the Toronto and Montreal areas because its Toronto
portfolio accounted for 51% of net operating income (NOI) in Q1
2024 and its Montreal/Ottawa properties generated 34% of NOI.
Allied's lease maturity schedule is laddered with lease expirations
in 2024 and 2025 accounting for 5.5% and 10.4% of its gross
leasable area, respectively.
Allied's net debt to EBITDA was 9.7x at the end of Q1 2024 and its
fixed charge coverage was 2.2x, both metrics being calculated on a
trailing 12-month basis. The REIT's aggregate debt + preferred
stock to gross assets ratio was moderate at 36%. Moody's estimates
that leverage will remain close to 10x net debt/EBITDA or higher
over the next 3-4 quarters and improve in 2025 by 0.25-0.75x with
the stabilization of some development projects and a modest
improvement in portfolio occupancy. The extent of improvement will
depend on leasing activity and the REIT's ability to delever by
selling assets without meaningfully affecting EBITDA. Without
strong growth in profitability, Allied's fixed charge coverage will
weaken over the next 12-18 months because of higher interest rates
when it refinances its debt.
The REIT has almost CAD$750 million of availability on its CAD$800
million unsecured revolving credit facility with a January 2027
expiration. Allied has a CAD$200 million debenture maturing in
April 2025 and a CAD$400 million term loan maturity in October
2025. The SGL-3 Speculative Grade Liquidity rating reflects Moody's
assessment that the REIT's liquidity is adequate, but it will have
to rely on its revolver and new external capital to meet its
funding needs. The REIT's large, unencumbered asset portfolio,
about 90% of its total assets, is a significant credit positive.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A ratings upgrade is unlikely given the negative outlook. Over
time, however, ratings could be upgraded with improved operating
performance, as evidenced by occupancy in the high 80% range and
same-asset NOI growth greater than 2%. Net debt to EBITDA
remaining below 8.5x, fixed charge above 2.5x would also support
an upgrade. Additionally solid liquidity, including substantial
availability on the revolver and good capital access, would be
other significant considerations.
The ratings could be downgraded if Allied's operating performance
remains weak, including occupancy declining to the low 80% range or
negative same-asset NOI on a sustained basis. Net debt to EBITDA
remaining above 9.5x, fixed charge coverage declining below 2.0x,
or weakening liquidity or diminished capital access could also
result in a downgrade.
Headquartered in Toronto, Canada, Allied Properties Real Estate
Investment Trust (TSX:AP.UN) is a REIT that owns, manages, and
develops office properties in Canada's major cities. As of March
31, 2024, the REIT's portfolio consisted of 198 rental properties
with 14.6 million square feet of gross leasable area in six urban
markets across Canada.
The principal methodology used in these ratings was REITs and Other
Commercial Real Estate Firms published in February 2024.
AMERICAN ACRYLICS: Seeks Chapter 11 Bankruptcy Protection
---------------------------------------------------------
American Acrylics LLC filed for chapter 11 protection in the
Northern District of Illinois. 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 25, 2024 at 1:30 p.m. in Room Telephonically on telephone
conference line:(866) 654-5711. participant access code:5932337).
About American Acrylics LLC
American Acrylics LLC -- https://www.AmericanAcrylics.com --
established in 1973, American Acrylics offers terrific services in
producing quality machined parts. We cut acrylic, acrylic mirror,
Plexiglass, Lucite both cast & extruded plastics as well as
styrene, styrene mirror & polypropylene.
American Acrylics LLC sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-08049)
on May 31, 2024. In the petition filed by Gregory DeGreef, as
manager, the Debtor reports estimated assets between $100,000 and
$500,000 and estimated liabilities between $500,000 and $1
million.
The Debtor is represented by:
Gregory K Stern, Esq.
Gregory K. Stern, P.C.
8124 Central Park Avenue
Skokie, IL 60076
AMERICAN HVAC: Hires Belvedere Legal as Bankruptcy Counsel
----------------------------------------------------------
American HVAC & Plumbing, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to employ
Belvedere Legal, a Professional Corporation, as counsel.
The firm will render these services:
a. advise and represent the Debtor to all matters and
proceedings within this Chapter 11 case, other than those
particular areas that may be assigned to special counsel;
b. assist, advise and represent the Debtor in any manner
relevant to a review of its debts, obligations, maximization of its
assets and where appropriate, disposition thereof;
c. assist, advise and represent the Debtor in the operation,
reorganization, and/or liquidation of its business, if
appropriate;
d. assist, advise and represent the Debtor in the performance
of all of its duties and powers under the Bankruptcy Code and
Bankruptcy Rules, and in the performance of such other services as
are in the interests of the estate;
e. assist, advise and represent the Debtor in dealing with its
creditors and other constituencies, analyzing the claims in this
case and formulating and seeking approval of a Plan of
Reorganization.
f. organize and implementan effective reorganization strategy
for Ch. 11.;
g. propose and file a Chapter 11 Plan of Reorganization;
h. prepare and file Monthly Operating Reports with the help of
a bookkeeper, if necessary;
i. oppose any motions for relief from stay filed by
creditors;
j. any additional matters necessary to the preservation of the
Debtor's bankruptcy estate.
The firm will be paid at the rate of $695 per hour, and a retainer
of $25,000.
Matthew Metzger, Esq., an attorney at Belvedere Legal, disclosed in
a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Matthew D. Metzger, Esq.
Belvedere Legal, PC
1777 Borel Place, Suite 314
San Mateo, CA 94402
Tel: (415) 513-5980
Fax: (415) 513-5985
Email: mmetzger@belvederelegal.com
About American HVAC & Plumbing, Inc.
American HVAC and Plumbing, Inc., is an HVAC contractor in
Campbell, Calif.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-50461) on April 28,
2023, with $115,224 in assets and $2,221,984 in liabilities. Cuinn
F. Hamm, president of American HVAC and Plumbing, signed the
petition.
Judge Stephen L. Johnson oversees the case.
The Debtor tapped Lars Fuller, Esq., at the Fuller Law Firm, PC, as
legal counsel and James Hannigan, CPA as accountant.
AMERICAN PAVING: Daniel Freeland Named Subchapter V Trustee
-----------------------------------------------------------
The U.S. Trustee for Region 10 appointed Daniel Freeland as
Subchapter V trustee for American Paving Services, Inc.
Mr. Freeland will be paid an hourly fee of $300 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Freeland declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Daniel L. Freeland
9105 Indianapolis Boulevard
Highland, IN 46322
Tel: (219) 922-0800
Email: dlf9601@aol.com
About American Paving Services
American Paving Services, Inc. is a commercial paving company in
Hobart, Ind. It was incorporated on August 6, 2019, and currently
has about 20 full-time employees.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ind. Case No. 24-20960) on May 24,
2024, with up to $50,000 in assets and up to $500,000 in
liabilities. Andrew Spiewak, vice president, signed the petition.
Shawn D. Cox, Esq., at Hodges and Davis, represents the Debtor as
legal counsel.
AMERICAN TITANIUM: Hires Foley & Lardner LLP as Counsel
-------------------------------------------------------
American Titanium Works LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ Foley &
Lardner LLP as counsel.
The firm will render these services:
(a) advise the Debtor with respect to its powers and duties in
the continued operation of its business;
(b) assist in identification of assets and liabilities of the
estate;
(c) assist the Debtor in formulating a plan of reorganization
or liquidation and to take necessary legal steps in order to
confirm such plan;
(d) prepare and file all necessary legal documents;
(e) take such action as is necessary and appropriate to
preserve and protect the Debtor's assets and interests therein;
(f) appear in court and protect the interests of the Debtor
before the court;
(g) analyze claims and compete property interests, and
negotiate with creditors and parties-in-interest on behalf of the
Debtor;
(h) advise the Debtor in connection with any potential sale of
assets and prepare and file necessary motions and other documents
to effectuate the same on behalf of the Debtor; and
(i) perform all other legal services for the Debtor that may
be necessary in these proceedings.
The firm will be paid as follows:
Mark L. Radtke, Partner $975 per hour
Nora J. McGuffey, Associate $650 per hour
Edna D. Thomas-Nichols, Paralegal $405 per hour
Partners $775 - $1,725 per hour
Of Counsel $575 - $1,200 per hour
Senior Counsel $725 - $990 per hour
Associates $480 - $875 per hour
Paraprofessionals $165 - $500 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The Debtor paid the firm an Advance Payment Retainer in the amount
of $40,000 on April 26, 2024. The Debtor’s lender, KJIS
Consulting, LLC paid another Advance Payment Retainer in the amount
$35,000.
As disclosed in a court filing that the firm is a "disinterested
person" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Mark L. Radtke, Esq.
Nora J. McGuffey, Esq.
Foley & Lardner LLP
321 N. Clark Street, Suite 3000
Chicago, IL 60654
Tel: (312) 832-4500
Fax: (312) 832-4700
Email: mradtke@foley.com
nora.mcguffey@foley.com
About American Titanium Works LLC
American Titanium Works LLC in Chicago, IL, filed its voluntary
petition for Chapter 11 protection (Bankr. N.D. Ill. Case No.
24-06559) on May 1, 2024, listing $1 million to $10 million in
assets and $10 million to $50 million in liabilities. Thomas F. Sax
as CEO, signed the petition.
Judge Timothy A Barnes oversees the case.
FOLEY & LARDNER LLP serve as the Debtor's legal counsel.
AMERIFIRST FINANCIAL: Plan Exclusivity Period Extended to August 19
-------------------------------------------------------------------
Judge Thomas M. Horan of the U.S. Bankruptcy Court for the District
of Delaware extended AmeriFirst Financial, Inc., and Phoenix 1040
LLC's exclusive periods to file a plan of reorganization and obtain
acceptance thereof to August 19 to October 18, 2024, respectively.
As shared by Troubled Company Reporter, the Debtors obtained
approval to continue certain business operations in the ordinary
course. The Debtors also consummated a sale of the bulk of their
commercial line of business. In addition, the Debtors recently
concluded the sale of their most valuable asset, their mortgage
servicing rights (the "MSR Sale").
In addition, despite litigation with the Committee regarding the
Committee's motion seeking standing to pursue estate causes of
action, which the Court has taken under advisement, the Debtors
remain hopeful that negotiations with their key stakeholders to
effectuate an orderly wind down of the Debtors' estates through a
plan of liquidation will progress once the Court's opinion is
issued.
Counsel for the Debtors:
Laura Davis Jones, Esq.
David M. Bertenthal, Esq.
Timothy P. Cairns, Esq.
Pachulski Stang Ziehl & Jones, LLP
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington, DE 19899
Telephone: (302) 652-4100
Facsimile: (302) 652-4400
Email: ljones@pszjlaw.com
About AmeriFirst Financial
AmeriFirst Financial, Inc., is a mid-sized independent mortgage
company in Mesa, Ariz.
AmeriFirst and its affiliate Phoenix 1040, LLC, filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 23-11240) on Aug. 24, 2023.
In the petitions signed by T. Scott Avila, chief restructuring
officer, each Debtor disclosed between $50 million and $100million
in both assets and liabilities.
Judge Thomas M. Horan oversees the cases.
The Debtors tapped Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones, LLP as bankruptcy counsel; and Paladin Management
Group, LLC as restructuring advisor. Omni Agent Solutions, Inc.,
is the claims, noticing and administrative agent.
On Sept. 15, 2023, the Office of the United States Trustee
appointed an official committee of unsecured creditors. The
committee tapped Morris, Nichols, Arsht & Tunnell LLP as its
counsel.
ANASTASIA PARENT: Moody's Alters Outlook on 'Caa1' CFR to Negative
------------------------------------------------------------------
Moody's Ratings affirmed all ratings of Anastasia Parent, LLC,
including its Corporate Family Rating at Caa1, its Probability of
Default Rating at Caa1-PD, and the Caa1 ratings of the first lien
senior secured credit facilities, consisting of a revolving credit
facility due May 2025 and a first lien term loan due August 2025.
The outlook changed to negative from stable.
The ratings affirmation acknowledges that Anastasia's high
debt-to-EBITDA leverage at around 10x and weak liquidity including
negative free cash flow for the 12-month ending March 31, 2024 are
partly offset by Moody's expectation that operating improvements
will lead to improving debt-to-EBITDA leverage and positive free
cash flow by 2025 assuming that new product launches lead to
earnings improvement. The company's $51 million cash on hand as of
March 31, 2024 provides sufficient liquidity to meet operating
shortfalls over the next 12 months.
However the rating outlook is negative due to Anastasia's overall
weak liquidity including a revolver that has become current and
that the company cannot currently access and elevated refinancing
risks. Anastasia's cash on hand will not be sufficient to cover its
first lien term loan maturing in August 2025. The $104 million
senior secured revolving credit facility expires in May and is not
currently available to the company because it does meet the minimum
1.0x fixed charge coverage ratio covenant. The company's liquidity
will be further pressured if its fails to proactively extend or
refinance its senior secured first lien term loan.
Governance risk is a key factor in the rating action. Moody's
changed Anastasia's credit impact score to CIS-5 from CIS-4 and the
company's governance issuer profile score to G-5 from G-4 due to
its aggressive financial policies including high leverage and weak
liquidity that increase the risk of a restructuring. In addition it
is unclear if the company will address its first lien term loan
maturity before it becomes current.
RATINGS RATIONALE
The Caa1 CFR reflects Anastasia's relatively small scale with below
$300 million of revenue and high financial leverage, with
debt-to-EBITDA around 10.0x for the 12-month ending March 31, 2024.
Moody's anticipates the company's financial leverage will improve
to mid 8.0x debt-to-EBITDA in the next 12-18 months, supported by
solid market demand for color cosmetics and the company's new
product launches. The company launched several new products in
early 2024 across brow, lip and face categories. Nevertheless, the
company is facing intense competition from many successful, larger
competitors, and its narrow focus in prestige color cosmetics
leaves Anastasia highly exposed to fashion risk should consumer
preferences shift away from the company's products. Larger
competitors have greater scale, possess more product and geographic
diversity, and have greater investment capacity through a range of
economic cycles. Anastasia has limited geographic diversity with a
significant amount of sales generated in the U.S. and weak
liquidity given the absence of access to its revolver and the
upcoming maturities of the revolver and term loan. The company's
ratings are supported by Anastasia's good brand name recognition in
niche markets and product development capabilities. Anastasia also
has a strong presence with specialty retail at Sephora and Ulta and
growing presence with Amazon, and grows when these customers expand
distribution.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if earnings fail to improve, free
cash flow remains weak, or liquidity weakens further, including
failure to proactively address the May/August 2025 maturities of
the revolver and term loan at a manageable cost. A downgrade could
also occur if the company engages in debt funded acquisitions or
shareholder distributions.
The ratings could be upgraded if Anastasia materially improves its
operating performance and generates sustained positive free cash
flow. In addition, the company would need to reduce its financial
leverage, such that debt-to-EBITDA sustained below 6.0x and
maintain at least adequate liquidity including addressing its
maturities.
The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.
Based in Beverly Hills, CA, Anastasia is a marketer and seller of
prestige color cosmetics largely in the U.S. Anastasia is majority
owned by the Soare family with TPG acquiring a minority interest in
2018. The company generated roughly $260 million in annual revenue
for the 12 months ending March 31, 2024.
ANDERSON BROS: Neema Varghese Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Region 11 appointed Neema Varghese of NV
Consulting Services as Subchapter V trustee for Anderson Bros.
Storage and Moving Co.
Ms. Varghese will be paid an hourly fee of $400 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Varghese declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Neema T. Varghese
NV Consulting Services
701 Potomac, Ste. 100
Naperville, IL 60565
Tel: (630) 697-4402
Email: nvarghese@nvconsultingservices.com
About Anderson Bros. Storage and Moving
Anderson Bros. Storage and Moving Co. sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No.
24-07684) on May 23, 2024, with $100,001 to $500,000 in assets and
$500,001 to $1 million in liabilities.
Judge Jacqueline P. Cox presides over the case.
Joel A. Schechter, Esq., at the Law Offices of Joel Schechter
represents the Debtor as bankruptcy counsel.
ANKURA HOLDINGS: Moody's Affirms B3 CFR & Cuts 1st Lien Loans to B3
-------------------------------------------------------------------
Moody's Ratings affirmed Ankura Holdings, LP's ("Ankura") corporate
family rating at B3 and probability of default rating at B3-PD.
Moody's also downgraded the senior secured first lien credit
facilities' instrument ratings to B3 from B2 that are issued at
Ankura Consulting Group, LLC. Moody's affirmed the senior secured
second lien bank credit facility of Caa2. The outlook remains
stable. Ankura provides consulting and business services globally.
The ratings action follow the issuance of $175 million fungible
first lien term loan the proceeds of which will be used to repay
fully the existing second lien term loan. As a result, the first
loss support that was provided to the first lien debt by the second
lien term loan will be eliminated. Moody's will withdraw ratings on
the second lien term loan rating, once this obligation is repaid in
full.
RATINGS RATIONALE
The B3 CFR reflects Ankura's: 1) established market position within
the US across its client base and track record in creating revenue
growth; 2) diversified and highly specialized business practices
that are well positioned for growth; 3) relatively stable EBITDA
margins through the cycle supported by a balanced business profile
that includes a mix of cyclical, non-cyclical and counter-cyclical
businesses. Moody's expects that Ankura will reduce leverage with
debt-to-EBITDA declining to 7.0x by year-end 2024, from 7.5x for
the 12-month period ended March 31, 2024, in the absence of
additional debt issuance.
The ratings also reflects the company's: 1) small scale when
compared to consulting company peers, 2) very high leverage and
limited free cash flow to debt; 3) reliance on attraction and
retention of key staff; and 4) lack of recurring revenue with
reliance on winning repeat business with new and existing
customers, exacerbating the company's exposure to cyclicality. In
addition, the ratings take into account the acquisitive financial
and business strategies of the company. Moody's expects Ankura to
continue acquiring employees and businesses, as it builds it
service expertise and such acqusitions will be funded with debt,
limiting leverage reduction.
The stable outlook reflects Moody's expectation that the company
will maintain its market position with clients and continue to
achieve revenue growth and stable or improving margins. The outlook
also incorporates Moody's view that the company will be able to
build upon successful engagements with clients that will help in
winning bids for future engagements with new and existing clients.
Moody's expects the strategic initiatives undertaken by the company
will result in increased earnings and international expansion will
diversify the business. It also assumes that employee turnover
rates will remain stable. Moreover, the stable outlook incorporates
Moody's view that Ankura's clients generally will not need to pull
back on spending for consulting projects and will maintain their
budgets for projects. The outlook also assumes that the company
will continue to reduce leverage as the earnings base increases,
with free cash flow to debt in the low-single-digit range over the
projection period, both on a Moody's-adjusted basis. The stable
outlook assumes that distributions may be made from time to time to
retain senior talent as part of compensation.
Moody's expects revenue growth from organic growth and acqusitions
and operating leverage to drive increasing EBITDA, leading to
de-leveraging. Revenue is based on fees from advisory projects with
limited duration and scope, but the company has deep relationships
across its customer base that enable cross-selling of new projects
and a growing revenue base. Ankura's business profile is well
diversified with little customer concentration. Organic revenue
growth has been in the high single digit area and Moody's expects
the company will be able to drive overall revenue growth in the in
the single digit area over the next 12 months. Several of the
strategic initiatives that the company has undertaken aim to
increase the international presence of the company and deepen
expertise in various practice areas. Given the balance between
cyclical, counter-cyclical and non-cyclical business, Moody's
expects that the company will be able to generate revenue growth
through economic cycles.
Liquidity is adequate, supported by the $70 million revolving
credit facility, which was drawn in the amount of $25 million, and
around $25 million of cash on the balance sheet as of the end of
March 2024 (after accrued bonus). Cash balances are typically at
the lowest point in 1Q as compensation is paid in the quarter but
builds through the year. Free cash flow will be limited over the
next 12-15 months due to one-time expenses associated with
acquisitions, time required for new senior employees to ramp up to
revenue production and working capital build as revenue grows.
There is seasonality associated with the payment of variable
compensation in the first quarter of the year, which could cause
the company to rely on the revolver temporarily. Moody's assumes no
large debt funded acquisitions in the projection period. However,
Moody's expects that the company will execute bolt-on acquisitions
that would be funded primarily with cash.
Using Moody's Loss Given Default (LGD) methodology, the PDR of
B3-PD is in line with the B3 CFR based on a 50% recovery rate. The
company's capital structure consists of the $70 million revolver
that matures in March 2026, approximately $827 million first lien
term loan maturing March 2028 (including the new incremental
amount) and $175 million second lien term loan due March 2029. The
first lien facilities are rated B3, the same as the CFR, reflecting
the one class capital structure that will result from the
transaction. The second lien term loan is rated Caa2 and this
rating reflects its junior position in the capital structure and
first loss feature. Upon repayment of the second lien term loan,
Moody's will withdraw the ratings on this tranche.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if (all metrics Moody's adjusted) 1)
Ankura demonstrates stable growth, margins and free cash flow
generation capacity over time; 2) the company is able to complete
and integrate acquisitions that leads to a more diversified
business practice offering and results in winning new engagements;
3) debt-to-EBITDA decreases toward 5.5x and free cash flow to debt
approaches 5%; and 4) the company improves its liquidity and
exhibits prudent financial policies.
The ratings could be downgraded if (all metrics Moody's adjusted)
1) liquidity deteriorates further as a result of continued negative
free cash flow, 2) revenue or profitability are lower than
anticipated, or financial policies become more aggressive, leading
to the expectation for debt-to-EBITDA sustained above 7.5x; or 3)
the company is not able to win new engagements or loses clients to
competitors leading to impairment in reputation or if the company
loses a significant number of senior consultants.
Ankura Holdings is a global provider of a broad range of consulting
services in the areas of: disputes and economics, data and
technology, risk, forensics and compliance, turnaround and
restructuring, strategy and performance and in transactions and
operations advisory. The company has over 1,500 employees that
includes over 400 consultants at the senior level. The company is
majority owned by Madison Dearborn Partners with a minority equity
stake owned by employees. HPS Investment Partners ("HPS") also owns
a portion of the equity. Ankura generated revenue of approximately
$752 million for the LTM ended March 2024.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
ANKURA HOLDINGS: S&P Affirms 'B-' Rating on First-Lien Term Loan
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issue-level rating on Ankura
Holdings L.P.'s subsidiary, Ankura Consulting Group, LLC's
first-lien facility following the company's announcement that it
upsized its first lien term loan to $765 million. The '3' recovery
rating is unchanged, indicating its expectation for average
(30%-50%; rounded estimate: 50%) recovery for the first-lien
lenders in the event of a default.
S&P said, "Ankura announced it will use the $175 million of
proceeds from the fungible first-lien term loan add-on to pay down
its existing second-lien term loan, which leads us to view the
transaction as net leverage neutral. The proposed offering will
increase the company's first-lien debt balance, which reduces the
residual value available to, and recovery prospects for, its
first-lien lenders. The increase in its first-lien debt is not
significant enough to warrant a revision of our recovery rating;
however, we did lower our rounded recovery estimate to 50% from
55%.
"We expect the transaction will provide Ankura with about $6
million of cash interest savings annually, which we view favorably
because it will help it improve its minimal free operating cash
flow.
"Our 'B-' issuer-credit rating reflects the company's high debt
leverage, minimal free cash flow, and financial-sponsor ownership,
which leads it to maintain an aggressive financial policy that
includes acquisitions and debt-funded dividends."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's simulated default scenario contemplates a hypothetical
payment default occurring in 2026 because of factors such as a
recession, increased competition, reputational deterioration, loss
of clients, and the loss of key employees.
-- S&P believes the company's lenders would pursue a
reorganization rather than a liquidation in a hypothetical default
due to its brand reputation and client relationships.
Ankura Consulting Group LLC, a subsidiary of Ankura Holdings L.P.,
is the borrower of the first-lien credit facility, which comprises
a $70 million revolver due 2026, an $840 million first-lien term
loan due 2028 (including the $75 million non-fungible incremental
term loan raised in May 2023), and the proposed $175 million
incremental term loan.
The senior secured credit facilities benefit from a downstream
guarantee from its immediate parent company, as well as guarantees
from all direct and indirect restricted subsidiaries. Other default
assumptions include an 85% draw on the revolving credit facility,
LIBOR is 2.5%, and all debt amounts include six months of
prepetition interest.
Simulated default assumptions
-- Year of default: 2026
-- EBITDA multiple: 6x
-- EBITDA at emergence: $79 million
-- Jurisdiction: U.S.
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $452
million
-- Total first-lien debt claims: $901 million
--Recovery expectations: 30%-50% (rounded estimate: 50%)
APL CARGO INC: Hits Chapter 11 Bankruptcy Protection in Indiana
---------------------------------------------------------------
APL Cargo Inc. filed for chapter 11 protection in the Northern
District of Indiana. According to court documents, the Debtor
reports between $1 million and $10 million in debt owed to 200 and
999 creditors. The petition states funds will be available to
unsecured creditors.
About APL Cargo Inc.
APL Cargo Inc. -- https://www.aplcargoinc.com/ -- offers quality
equipment and a professional repair shop for minimal breakdowns. It
also provides viable leasing and rental programs, tailored for
every client's needs.
APL Cargo Inc. sought relief under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ind. Case No. 24-40136) on May 31, 2024. In the
petition filed by Stefan Trifan, as president, the Debtor reports
estimated assets and liabilities between $1 million and $10 million
each.
The Debtor is represented by:
Weston Erick Overturf, Esq.
Kroger Gardis & Regas, LLP
11738 W US Highway 24
Wolcott, IN 47995
Tel: 317-777-7443
ASENSUS SURGICAL: Signs Definitive Merger Agreement with KARL STORZ
-------------------------------------------------------------------
Asensus Surgical, Inc. announced that it has entered into a
definitive merger agreement with KARL STORZ Endoscopy-America,
Inc., a wholly owned direct subsidiary of KARL STORZ SE & Co. KG,
an independent, family-owned global medical technology company.
Under the Merger Agreement, KARL STORZ will acquire all of the
outstanding shares of Asensus Surgical for $0.35 per share in cash.
The purchase price represents a premium of approximately 67% based
on the per share closing price of the Asensus common stock on the
NYSE American on April 2, 2024 (the date prior to announcement of a
potential transaction), and a premium of approximately 52% to the
closing price of the common stock on the last trading day prior to
the date of this announcement. The transaction has been
unanimously approved by Asensus' Board of Directors.
"We are pleased to have reached this agreement with KARL STORZ,
which we believe maximizes value for our stockholders," said
Anthony Fernando, Asensus Surgical president and CEO. "This
transaction is a testament to the value of our innovative robotic
and digital technology, intellectual property, and the hard work of
our talented team. We are excited to enter the next chapter for
Asensus with KARL STORZ, which will allow us to continue to develop
and deliver precise, safer, predictable surgery and digital tools
to patients and surgeons around the world."
The Company said the transaction would enhance KARL STORZ's
portfolio and market presence, strengthening KARL STORZ's position
in the growing robotic surgical market, particularly with the
development of the next generation LUNA system.
Asensus Surgical added it will work expeditiously to secure
stockholder approval of the transaction and to close the
transaction in accordance with the terms of the Merger Agreement.
The transaction is anticipated to close during the third quarter of
2024, subject to customary closing conditions, including receipt of
approval from the Asensus stockholders. Upon completion of the
transaction, Asensus Surgical will become a subsidiary of KARL
STORZ Endoscopy-America and will no longer be publicly listed or
traded on the NYSE American Exchange.
Jefferies LLC served as financial advisor to Asensus Surgical, and
Ballard Spahr LLP served as legal counsel to Asensus Surgical. UBS
Investment Bank served as financial advisor to KARL STORZ, and
Ropes & Gray LLP served as legal counsel to KARL STORZ.
About Asensus Surgical, Inc.
Headquartered in Durham, NC, Asensus Surgical -- www.asensus.com
--is a medical device company that is digitizing the interface
between the surgeon and patient to pioneer a new era of surgery,
that the Company refers to as Performance-Guided Surgery, or PGS,
by unlocking clinical intelligence to enable surgeons to deliver
consistently superior outcomes to patients. Built upon the
foundation of digital laparoscopy and laparoscopic minimally
invasive surgery, or MIS, (which remains the gold standard of
surgery today), the Company is pioneering PGS to increase surgeon
control and reduce surgical variability. With the addition of
machine vision, Augmented Intelligence, and deep learning
capabilities throughout the surgical experience delivered via the
Senhance Surgical System, combined with the Intelligent Surgical
Unit, or ISU, the Company intends to holistically address the
current clinical, surgeon performance (fatigue and ergonomics), and
economic shortcomings that impact surgical outcomes in a
value-based healthcare environment. The Company is also working to
incorporate all of this in its next generation robotic system it
calls the LUNA Surgical System.
Raleigh, North Carolina-based BDO USA, P.C., the Company's auditor
since 2013, issued a "going concern" qualification in its report
dated March 21, 2024, citing that the Company has suffered
recurring losses from operations and has not generated positive
cash flows from operations which raise substantial doubt about its
ability to continue as a going concern.
ASTRA ACQUISITION: XAI Octagon Marks $201,340 Loan at 60% Off
-------------------------------------------------------------
loan extended to Astra Acquisition Corp to market at $80,536 or 40%
of the outstanding amount, as of March 31, 2024, according to a
disclosure contained in XAI Octagon's Form N-CSR for the Fiscal
year ended March 31, 2024, filed with the Securities and Exchange
Commission.
XAI Octagon is a participant in a Senior Secured First Lien Loan
Term B (3MSOFR + 5.25%) to Astra Acquisition Corp. The loan matures
on October 25, 2028.
XAI Octagonis a diversified, closed-end management investment
company registered under the Investment Company Act of 1940, as
amended. The Trust commenced operations on September 27, 2017.
Date of Fiscal Year End: September 30
XAI Octagon is led Theodore J. Brombach, President and Chief
Executive Officer; and Derek J. Mullins, Treasurer & Chief
Financial Officer. The fund can be reach through:
Theodore J. Brombach
XAI Octagon Floating Rate & Alternative Income Trust
321 North Clark Street, Suite 2430
Chicago, IL 60654
Tel No.: (312) 374-6930
- and -
Benjamin D. McCulloch, Esq.
XA Investments LLC
321 North Clark Street, Suite 2430
Chicago, IL 60654
Tel No.:(312) 374-6930
Astra Acquisition Corp. is a provider of cloud-based software
solutions for higher educational institutions.
ASTRA SPACE: Files Definitive Information Statement
---------------------------------------------------
Astra Space, Inc. announced that it has filed its definitive
Information Statement pursuant to Section 14(c) of the Securities
Exchange Act of 1934 describing the Agreement and Plan of Merger,
dated as of March 7, 2024, by and among Apogee Parent Inc., a
Delaware corporation ("Parent"), Apogee Merger Sub Inc., a Delaware
corporation and a wholly owned subsidiary of Parent ("Merger Sub"),
and the Company, a copy of which is attached to the Information
Statement. If the Merger is completed, the Company's Class A
common stock will be delisted from Nasdaq and deregistered under
the Exchange Act. Stockholders are encouraged to carefully review
the definitive Information Statement for important information
about the Merger and how it may impact holders of the Company's
Class A common stock.
About Astra Space, Inc.
Headquartered in Alameda, CA, Astra's mission is to improve life on
Earth from space by creating a healthier and more connected planet.
Today, Astra offers one of the lowest cost-per-launch dedicated
orbital launch services, and one of the industry's leading
flight-proven electric propulsion systems for satellites, the Astra
Spacecraft Engine. Visit astra.com to learn more about Astra.
San Francisco, California-based PricewaterhouseCoopers LLP, the
Company's auditor since 2022, issued a "going concern"
qualification in its report dated April 17, 2024, citing that the
Company has incurred operating losses and has additional capital
needs to proceed with its business plan and has stated that these
events or conditions raise substantial doubt about its ability to
continue as a going concern.
B&D DEVELOPMENT: Case Summary & One Unsecured Creditor
------------------------------------------------------
Debtor: B&D Development Group LLC
4255 Kings Lane
Nashville, TN 37218
Business Description: B&D Development owns three properties in
Nashville, TN having a total current value
of $1.73 million.
Chapter 11 Petition Date: June 12, 2024
Court: United States Bankruptcy Court
Middle District of Tennessee
Case No.: 24-02148
Judge: Hon. Charles M. Walker
Debtor's Counsel: Keith D. Slocum, Esq.
SLOCUM LAW
370 Mallory Station Road Suite 504
Franklin, TN 37067
Tel: (615) 656-3344
Email: keith@keithslocum.com
Total Assets: $1,733,025
Total Liabilities: $1,452,159
The petition was signed by Ohmar Braden as member.
The Debtor listed Sherwin Williams located at 101 W. Prospect Ave
Cleveland, OH 44115 as its sole unsecured creditor holding a claim
of $5,269.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/PCHAVLA/BD_Development_Group_LLC__tnmbke-24-02148__0001.0.pdf?mcid=tGE4TAMA
BAR EAST: Glen Watson of Watson Law Named Subchapter V Trustee
--------------------------------------------------------------
The Acting U.S. Trustee for Region 8 appointed Glen Watson, Esq.,
at Watson Law Group, PLLC as Subchapter V trustee for Bar East,
LLC.
Mr. Watson will be paid an hourly fee of $425 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Watson declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Glen Watson, Esq.,
Watson Law Group, PLLC
1114 17th Av. S., Suite 201
P.O. Box 121950
Nashville, TN 37212
Telephone: (615) 823-4680
Email: glen@watsonpllc.com
About Bar East
Bar East, LLC filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-01880) on
May 24, 2024, listing $100,001 to $500,000 in assets and $500,001
to $1 million in liabilities.
Judge Randal S Mashburn presides over the case.
Adrienne Trammell-Love, Esq., at Trammell Love Law Firm represents
the Debtor as bankruptcy counsel.
BAYSHORE DEVELOPMENT: Kathleen DiSanto Named Subchapter V Trustee
-----------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Kathleen DiSanto, Esq., at
Bush Ross, P.A., as Subchapter V trustee for Bayshore Development
Group, LLC.
Ms. DiSanto will be paid an hourly fee of $350 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. DiSanto declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Kathleen L. DiSanto, Esq.
Bush Ross, P.A.
P.O. Box 3913
Tampa, FL 33601-3913
Phone: (813) 224-9255
Fax: (813) 223-9620
Email: disanto.trustee@bushross.com
About Bayshore Development Group
Bayshore Development Group, LLC, doing business as Bayshore
Development Company, is engaged in activities related to real
estate.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-03071) on May 30,
2024, with $4,762 in assets and $1,184,070 in liabilities. David
Hill, member, signed the petition.
Judge Roberta A. Colton presides over the case.
Katelyn M. Vinson, Esq., at David Jennis, PA, doing business as
Jennis Morse, represents the Debtor as legal counsel.
BECKER INC: Michael Wheatley Named Subchapter V Trustee
-------------------------------------------------------
The Acting U.S. Trustee for Region 8 appointed Michael Wheatley as
Subchapter V trustee for Becker, Inc.
Mr. Wheatley will be paid an hourly fee of $275 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Wheatley declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Michael E. Wheatley
P.O. Box 1072
Prospect, KY 40059
Phone: 502-744-6484
Email: mwheatleytr@gmail.com
About Becker Inc.
Becker, Inc. has two convenient superstore locations specializing
in University of Louisville & University of Kentucky apparel,
gifts, and accessories.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Ky. Case No. 24-31386) on May 29,
2024, with up to $10 million in both assets and liabilities. John
I. Becker, president, signed the petition.
Charity S. Bird, Esq., at Kaplan Johnson Abate and Bird LLP,
represents the Debtor as legal counsel.
BED BATH & BEYOND: Estate Administrator Sues NJEDA Over Tax Credits
-------------------------------------------------------------------
Randi Love of Bloomberg Law reports that an administrator
overseeing the wind-down of Bed Bath & Beyond Inc.'s bankruptcy
estate accused a New Jersey agency of failing to pay or provide $19
million worth of tax credits to the company.
The New Jersey Economic Development Authority must abide by two
grant agreements made with Bed Bath & Beyond and several
subsidiaries that aimed to generate jobs for people in the state in
exchange for economic credits and incentives, according to a
complaint filed Monday, June 3, 2023, in the US Bankruptcy Court
for the District of New Jersey.
About Bed Bath & Beyond
Bed Bath & Beyond Inc., together with its subsidiaries, is an
omnichannel retailer selling a wide assortment of merchandise in
the Home, Baby, Beauty & Wellness markets and operates under the
names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face
Values. The Company also operates Decorist, an online interior
design platform that provides personalized home design services.
At its peak, Bed Bath & Beyond operated the largest home furnishing
retailer in the United States with over 970 stores across all 50
states, consistently at the forefront of major home and bath
trends. Operating stores spanning the United States, Canada,
Mexico, and Puerto Rico, Bed Bath & Beyond offers everything from
bed linens to cookware to electric appliances, home organization,
baby care, and more.
Bed Bath & Beyond closed over 430 locations across the United
States and Canada before filing Chapter 11 cases, implementing
full-scale wind-downs of their Canadian business and the Harmon
branded stores.
Left with 360 Bed Bath & Beyond, and 120 buybuy BABY stores, Bed
Bath & Beyond Inc. and 73 affiliated debtors on April 23, 2023,
each filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code to pursue a wind-down of operations.
The cases are pending before the Honorable Vincent F. Papalia and
requested joint administration of the cases under Bankr. D.N.J.
Lead Case No. 23-13359.
Kirkland & Ellis LLP and Cole Schotz P.C. are serving as legal
counsel, Lazard Frares & Co. LLC is serving as investment banker,
and AlixPartners LLP is serving as financial advisor. Bed Bath &
Beyond Inc. has retained Hilco Merchant Resources LLC to assist
with inventory sales. Kroll LLC is the claims agent.
BEECH TREE: Lisa Rynard Named Subchapter V Trustee
--------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Lisa Rynard, Esq.,
at the Law Office of Lisa A. Rynard as Subchapter V trustee for
Beech Tree Trading, LLC.
Ms. Rynard will be paid an hourly fee of $300 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Rynard declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Lisa A. Rynard, Esq.
Law Office of Lisa A. Rynard
240 Broad Street
Montoursville, PA 17754
Phone: (570) 505-3289
Email: larynard@larynardlaw.com
About Beech Tree Trading
Beech Tree Trading, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No.
24-01269) on May 22, 2024, listing $100,001 to $500,000 in both
assets and liabilities.
Robert E. Chernicoff, Esq., at Cunningham And Chernicoff, PC
represents the Debtor as counsel.
BEELAND PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Beeland Properties, LLC
10875 Brown Road
Denham Springs, LA 70726-6068
Business Description: Beeland Properties is primarily engaged in
renting and leasing real estate properties.
Chapter 11 Petition Date: June 11, 2024
Court: United States Bankruptcy Court
Middle District of Louisiana
Case No.: 24-10461
Judge: Hon. Michael A. Crawford
Debtor's Counsel: Ryan J. Richmond, Esq.
STERNBERG, NACCARI & WHITE, LLC
450 Laurel Street
Suite 1450
Baton Rouge, LA 70801
Tel: (225) 412-3667
Fax: (225) 286-3046
E-mail: ryan@snw.law
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jeff Landry 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/OTWJCTA/Beeland_Properties_LLC__lambke-24-10461__0001.0.pdf?mcid=tGE4TAMA
BLACK OPS: Seeks Approval to Hire Bradford Law Offices as Counsel
-----------------------------------------------------------------
Black Ops Construction, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of North Carolina to employ Bradford
Law Offices to handle its Chapter 11 case.
The firm will be paid at these rates:
Attorney time outside court $575 per hour
Attorney time in court $575 per hour
Paralegal $200 per hour
The firm will be paid a retainer in the amount of $18,463.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Danny Bradford, a partner at Bradford Law Offices, 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:
Danny Bradford, Esq.
Bradford Law Offices
455 Swiftside Drive, #106
Cary, NC 27518-7198
Tel: (919) 758-8879
Email: Dbradford@bradford-law.com
About Black Ops Construction, LLC
Black Ops is a family-owned and operated fence company offering
full-service residential and commercial fencing. The Company
provides an array of fencing from wood, aluminum, vinyl,
chain-link, farm, pool, privacy fencing, and more.
Black Ops Construction, LLC in Fayetteville, NC, filed its
voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case
No. 24-01713) on May 22, 2024, listing $902,742 in assets and
$1,693,083 in liabilities. April Merrill as manager, signed the
petition.
Judge Joseph N. Callaway oversees the case.
PAUL D. BRADFORD, PLLC serve as the Debtor's legal counsel.
BLUEWORKS CORP: Case Summary & 13 Unsecured Creditors
-----------------------------------------------------
Debtor: Blueworks Corporation
8408 Channel Way
Waxhaw, NC 28173
Business Description: Blueworks specializes in developing and
manufacturing a comprehensive range of
swimming pool equipment. Products
include Salt Chlorinator, Salt Chlorinator
Cell Replacement, Saltwater System Parts,
Pool Light, Pool Alarm, Pool Timer, Pool
Pump and more.
Chapter 11 Petition Date: June 11, 2024
Court: United States Bankruptcy Court
Western District of North Carolina
Case No.: 24-30494
Judge: Hon. Laura T Beyer
Debtor's Counsel: Matthew L. Tomsic, Esq.
RAYBURN COOPER & DURHAM, P.A.
227 West Trade Street, Suite 1200
Charlotte, NC 28202
Tel: 704-334-0891
E-mail: mtomsic@rcdlaw.net
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Michael Bowers as CRO.
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/7VUHEKA/Blueworks_Corporation__ncwbke-24-30494__0001.0.pdf?mcid=tGE4TAMA
BUCKEYE PARTNERS: Fitch Assigns 'BB' Rating on Sr. Unsecured Notes
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB'/'RR4' rating to Buckeye Partners,
L.P.'s (Buckeye) proposed senior unsecured notes offering and
placed the notes on Rating Watch Negative (RWN). The notes will
rank equally with the existing senior unsecured notes. Proceeds
from the offering will be used for repayment of existing
indebtedness including partial repayment of the senior unsecured
notes maturing in 2024 and 2025, and partial repayment of the Term
Loan B due in 2026.
Buckeye's ratings are on RWN reflecting continued concerns over the
company's ability to reduce leverage below 6.0x by YE24. Fitch
would expect to resolve the RWN once two key credit events are
resolved. Fitch anticipates a large cash contribution to Buckeye
from its parent Buckeye Energy Holdings (Holdings), related to a
sale of investments made in/assets contributed to Buckeye
Alternative Energy Solutions Infrastructure (BAES; a sister company
of Buckeye) around mid-year 2024. Fitch will continue to monitor
for a number of consecutive months of full operations at FLNG
Liquefaction 2, LLC (FLIQ2), which will support sustained
distributions to Buckeye.
Fitch has reviewed preliminary terms for the proposed notes. The
assigned ratings assume no material variations in the final terms.
KEY RATING DRIVERS
BAES Asset Sale, Equity Contribution: Fitch considers it reasonable
for significant cash to be returned to Buckeye, assumed to be from
liquidity generated at BAES, including from potential asset
monetization. Buckeye has made large investments in recent years
into alternative energy assets that are now under BAES. Management
has guided for an asset sale at BAES and equity contribution to
Buckeye in mid-2024. Fitch expects the cash infusion to be utilized
for debt repayment and consider it necessary for Buckeye to achieve
Fitch-calculated EBITDA leverage below 6.0x by YE24.
FLIQ2 Distributions Received in 2024: The loss of FLIQ2
distributions after 2Q22 drove a meaningful decline in
Fitch-calculated EBITDA for Buckeye, given Fitch's estimates that
run-rate annual distributions generated from contracted cargos will
range between $110 million and $130 million. Operations at FLIQ2
were substantially back in service as of YE23, and Buckeye received
a distribution of approximately $26 million in January 2024 and
another of about $17 million in April 2024.
An outage during 1Q24 led to accelerated maintenance, coupled with
a de-bottlenecking project, but Fitch anticipates distributions
will not be interrupted during 2024. All three trains at Freeport
are now back in service and running at full capacity. Buckeye's
deleveraging pace may be affected to the extent FLIQ2 distributions
are delayed or result in total annual distributions being
materially below $100 million.
Credit Support Materially Removed: About $570 million of guaranties
provided by Buckeye to BAES were released or transferred to
Holdings over 4Q23. The majority of the remaining credit support
provided to BAES as of 1Q24 is in the form of about $33.1 million
letters of credit (LOCs) under Buckeye's revolving credit facility
(RCF). Fitch expects a further reduction in LOCs through 2Q24.
Divestiture Proceeds Utilized for Deleveraging: Buckeye sold its
stake in the Sabina Pipeline joint venture for net proceeds of
approximately $117 million in January 2024 following the sizable
divestiture of Buckeye's 50% equity stake in South Texas Gateway in
2023. The pipeline had been idle for several years and is unlikely
to contribute to distributions. The proceeds of the sale were used
to pay down Buckeye's RCF that had outstanding borrowings at YE23
following the repayment of the remaining junior subordinated
notes.
Terminal Throughput Grows; Flat Pipeline Volumes: In the pipelines
and terminals segment in 2023, pipeline throughput volumes
comprised gasoline (around 54% of average daily volumes), jet fuel
(about 21%), middle distillates (diesel fuel and heating oil; near
24%) and other products (about 1%). Average daily pipeline
throughput was flat to slightly up, remaining under 1.2 million
barrels per day in 2023. Additionally, terminal throughput volumes
were up around 3.5% yoy.
Segregated Storage Follows Recent Trend: Storage utilization
continues to remain below historical averages. Commodity prices
have remained robust following pandemic lows when demand for
refined products dropped off significantly. The forward curve for
crude oil and Fitch's price deck for WTI continues to reflect
market conditions of normal backwardation. Demand for storage has
remained soft, keeping Buckeye's utilization rates to the
low-to-mid 60% range.
Growth Capex to Decline: Buckeye had a large investment in what are
now BAES's alternative energy projects. Buckeye's legacy midstream
assets comprise a substantially built-out system. Fitch now
forecasts Buckeye's growth capex to drop significantly compared
with levels in 2022 and 2023. Fitch views the reorganization as
positive for Buckeye's credit profile to the extent that Buckeye
utilizes its expected FCF towards debt repayment and receives some
cash contribution for its significant investment in BAES.
Rating Linkages: Holdings and Buckeye have a parent-subsidiary
relationship. Fitch considers Buckeye to have a stronger standalone
credit profile (SCP) than Holdings, both of which are considered on
their respective consolidated credit metrics. Fitch considers
Holdings' SCP to be in line with a low-'BB' category IDR; Fitch
therefore followed the stronger subsidiary path.
Legal ring-fencing is assessed as 'Open' due to the ability to move
cash freely between the entities. Fitch views access and control as
'Porous' as Fitch expects a mixture of external and intercompany
funding. These linkage considerations lead Fitch to limit the
difference between Holdings and Buckeye to one notch.
DERIVATION SUMMARY
The 'BB' rating reflects Buckeye's diverse asset base, size and
scale, and higher relative leverage, in addition to its secured
debt structure and private equity ownership. Buckeye has higher
leverage than investment-grade peers that operate in the crude oil
and refined-product pipelines, terminalling and storage subsectors,
such as Plains All American Pipeline L.P. (PAA; BBB/Stable).
Buckeye's leverage remained elevated at around 7x in 2023, and
Fitch expects it to decline to below 6.0x in 2024 and beyond. Fitch
forecast leverage at PAA to be below 3.5x through 2024, in line
with the company's new leverage target range of 3.25x to 3.75x. The
significantly lower leverage is the primary driver of the
three-notch difference in their IDRs.
Similarly rated NuStar Energy L.P. (BB/Rating Watch Positive [RWP])
is less diverse than Buckeye, which has the advantage of larger
size and scale, including greater operational and geographic
diversification. The RWP on NuStar reflects the potential benefits
to its debtholders related to the announced acquisition by Sunoco
LP (BB+/Stable). Buckeye is close to 50% larger than NuStar, in
terms of NuStar's current standalone annual EBITDA generation,
after full-year FLIQ2 distributions resume. Fitch expects Buckeye's
leverage to be higher than NuStar's over the near term, but for the
leverage difference to narrow significantly in the longer term.
Buckeye's larger size and scale are offset by NuStar's lower
leverage, leading to the two issuers being rated on the same
level.
Buckeye's YE23 leverage was higher than that of retail propane
provider AmeriGas Partners, L.P. (B+/Negative) and Sunoco. Fitch
calculated that AmeriGas' leverage was elevated above 6x in at
calendar YE23 but expects leverage to decline closer to 5.5x by the
company's fiscal YE24. Fitch expects Sunoco's leverage will be
elevated in the near term due to the proposed acquisition but
return to the low-4.0x range within two years of the NuStar
transaction close. Both AmeriGas and Sunoco have seasonal or
cyclically exposed cash flow, although retail propane demand tends
to be more affected by seasons and the weather than demand for
motor fuel.
KEY ASSUMPTIONS
- Significant cash contributions from Holdings for prior
investments made in/assets contributed to BAES received in the near
term;
- Pipeline and terminal throughput volumes grow at low-single
digits and storage utilization remains in the mid-60% range through
2024;
- Base interest rates applicable to variable-rate-exposed debt
instruments reflect Fitch's Global Economic Outlook (eg 4.75% for
2024 and 3.50% for 2025);
- Operations at FLIQ2 supporting continued dividend payments that
Fitch expects to continue over the forecast period;
- Growth capital to average around $150 million annually over the
forecast period, beginning in 2024;
- Credit support from Buckeye to BAES in the form of LOCs continues
to be removed in the near term;
- Gross distributions from Buckeye to Holdings range from $250
million to $500 million annually over the forecast period. Fitch
assumes the level of dividends paid by Buckeye is driven by the
achievement of internally set financial policies related to
leverage;
- Funds from recent asset sales utilized for debt repayment.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Fitch would look to resolve the Rating Watch following the
receipt of a significant cash contribution related to Buckeye's
investments in/assets contributed to BAES by mid-year 2024 and the
observation of multiple consecutive months of full operations at
FLIQ2;
- EBITDA leverage to be sustained at or below 5.0x;
- Favorable changes in the business mix, including but not limited
to a meaningful increase in the percentage of EBITDA coming from
revenue assurance-type contracts and/or a significant increase in
the remaining weighted-average life of existing revenue
assurance-type contracts.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Failure to achieve both of the aforementioned items could
potentially lead to a multi-notch downgrade;
- EBITDA leverage expected to be at or above 6.0x for a sustained
period of time;
- Increases in capital spending and/or funding for acquisitions, or
an aggressive distribution policy beyond Fitch's expectation that
have negative consequences for the credit profile;
- Should Fitch expect a significant deviation from the sponsor's
currently supportive leverage and distributions policies, as well
as the sponsor's intention to maintain Buckeye as a distinctly
separate entity.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Buckeye had approximately $934 million of
available liquidity as of March 31, 2024. There were approximately
$230 million of outstanding borrowings and about $39.8 million of
LOCs on the company's $1.2 billion senior secured RCF. Buckeye also
had almost $4 million of cash and cash equivalents on the balance
sheet.
Debt maturities are manageable with $300 million of senior
unsecured notes due to mature in October 2024, followed by $500
million due in March 2025 and $600 million due in December 2026.
ISSUER PROFILE
Buckeye is a large liquid petroleum product pipeline and terminals
operator with assets located across the East Coast, Midwest, Gulf
Coast and Southeast region of the U.S. as well as in the Caribbean.
Buckeye is wholly owned by IFM Global Infrastructure Fund.
SUMMARY OF FINANCIAL ADJUSTMENTS
Cash distributions from equity investment such as FLIQ2 are added
to adjusted EBITDA (equity earnings from such investments are
excluded).
DATE OF RELEVANT COMMITTEE
10 April 2024
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG CONSIDERATIONS
Buckeye Partners, L.P. has an ESG Relevance Score of '4' for Group
Structure due to related-party transactions and credit support to
affiliate companies, which has a negative impact on the credit
profile, and is relevant to the rating[s] in conjunction with other
factors.
Buckeye Partners, L.P. has an ESG Relevance Score of '4' for
Financial Transparency due to affiliate structure without
transparency to affiliate, which has a negative impact on the
credit profile, and is relevant to the rating[s] in conjunction
with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery
----------- ------ --------
Buckeye Partners, L.P.
senior unsecured LT BB New Rating RR4
CAMARILLO HHCA: U.S. Trustee Appoints Tamar Terzian as PCO
----------------------------------------------------------
Peter Anderson, the U.S. Trustee for Region 16, appointed Tamar
Terzian as patient care ombudsman for Camarillo HHCA, Inc.
To the best of her knowledge, Ms. Terzian has no connections with
Camarillo, 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 of the Bankruptcy Code provides that Tamar Terzian, as
the patient care ombudsman shall:
* Monitor the quality of care provided to patients at
Camarillo's facility, to the extent necessary under the
circumstances, including, to the extent necessary, interviewing
patients and physicians and other appropriate interested parties.
* In the event that the PCO determines that the quality of
patient care provided to patients is declining significantly or is
otherwise materially compromised, the PCO shall file with the Court
a motion or a written report, with notice to the parties in
interest immediately upon making such determination.
* As required by Section 333(b)(2), not later than 60 days
after the date of the appointment and thereafter in 60-day
intervals, 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.
* The PCO shall post conspicuously and serve notice of the
PCO's reports pursuant to Rule 2015.1 of the Federal Rules of
Bankruptcy Procedure, and in so doing may satisfy notice to all
patients by providing to Camarillo a written notice of when and how
the next report will be made, identifying the identity and location
of the person from whom a copy of any written report may be
obtained pursuant to Rule 2015.1(a), a copy of which notice
Camarillo shall provide to all admitted patients upon their
admission, unless at a future date the Court waives such notice or
determines that other means of noticing patients is required.
* The PCO shall maintain any patient information, including
information related to patient records, as confidential
information. He shall have access to patient records consistent
with authority of such ombudsman under the Older Americans Act of
1965 and under non-Federal law governing the State Long Term Care
Ombudsman program.
* The PCO may review confidential patient records as necessary
and appropriate to discharge his duties and responsibilities,
provided however, that the PCO protects the confidentiality of such
records as required under applicable non-bankruptcy law and
regulations, including but not limited to the Health Insurance
Portability and Accountability Act of 1996 and the federal HIPAA
privacy regulations at 45 Code of Federal Regulations.
A copy of the appointment is available for free at
https://urlcurt.com/u?l=q7zFny from PacerMonitor.com.
The ombudsman may be reached at:
Tamar Terzian, Esq.
Hanson Bridgett, LLP
777 Figueroa Street
Suite 4200
Los Angeles, CA 90017
Tel: (323)210-7747
Email: tterzian@hansonbridgett.com
About Camarillo HHCA
Camarillo HHCA, Inc. sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10677) on
April 24, 2024, listing $50,001 to $100,000 in assets and $100,001
to $500,000 in liabilities.
Judge Martin R Barash presides over the case.
Michael Jay Berger, Esq., at the Law Office of Michael Jay Berger
represents the Debtor as counsel.
CAPSITY INC: Court OKs Appointment of Michael Carmel as Examiner
----------------------------------------------------------------
Judge Christopher Jaime of the U.S. Bankruptcy Court for the
Eastern District of California approved the appointment by Tracy
Hope Davis, the U.S. Trustee for Region 17, of Michael W. Carmel to
serve as examiner in the Chapter 11 case of Capsity, Inc.
Judge Jaime further ordered that Mr. Carmel shall have all the
powers of an examiner under Section 1104(c) of the Bankruptcy Code,
as necessary to carry out the court's order directing appointment
of an examiner.
A copy of the appointment order is available for free at
https://urlcurt.com/u?l=LV47C9 from PacerMonitor.com.
About Capsity Inc.
Capsity, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-23940) on November
2, 2024, with $1 million to $10 million in both assets and
liabilities.
Judge Christopher D. Jaime presides over the case.
Gabriel E. Liberman, Esq., is the Debtor's legal counsel.
CARROLL COUNTY: S&P Assigns Prelim 'BB-' Rating on Secured TLB
--------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'BB-' project finance
issue rating and preliminary '2' recovery rating to Carroll County
Energy LLC's (CCE) proposed issuance of a $400 million term loan B
(TLB).
CCE will use the proceeds from the issuance to refinance existing
debt, pay transaction-related fees and expenses, and make one-time
distribution payment to its equity holders.
The preliminary '2' recovery rating indicates our expectation for
substantial (70%-90%; rounded estimate: 75%) recovery in a default
scenario.
The 'BB-' rating on the existing TLB is unchanged, and S&P will
withdraw it at the close of the proposed transaction, which is
intended to repay that debt.
S&P said, "Based on our view of industry factors and market-driven
variables, such as power demand and the pace and magnitude of the
retirement of uneconomical units, as well as commodity and capacity
pricing, we forecast a minimum debt service coverage ratio (DSCR)
of 1.61x and a median DSCR of 1.68x for CCE (including the
post-refinancing period).
"The stable outlook reflects our expectation of high levels of
availability and dispatch, as well as spark spreads in the
mid-to-high teens over the next few years. Based on these
assumptions, we expect the project to repay nearly $220 million of
its debt through the TLB period (2024-2031)."
Carroll County Energy LLC is a 700-megawatt (MW) combined-cycle
natural gas-fired power plant. The project is in Carroll County,
Ohio, and dispatches into the American Electric Power (AEP) zone of
the Pennsylvania Jersey-Maryland (PJM) Interconnection. The project
is owned by AP-BCPG CCE Partners LLC (18%), San Jacinto Carroll
Holdings LLC (11.5%), 730 Carroll LLC (40%), Jera Power U.S.A. Inc.
(20%), and Ullico Infrastructure Carroll County HoldCo LLC
(10.5%).
Key strengths
-- With an annual average base-load heat rate of 6,700-6,800 Btu
per kilowatt-hour (Btu/kWh), CCE is an efficient and competitive
combined cycle generator that sits low on the PJM and Regional
Transmission Organization (RTO) dispatch curve.
-- The project's operating record has been consistent, with the
facility maintaining high availability and capacity factors since
achieving commercial operations. The net capacity factor for CCE
since its commissioning in 2019 has been robust at about 85%. The
plant also performed very well during the winter storm in December
2022, with minimal disruptions.
-- Advantageous location in the Marcellus and Utica shale region
and its position on the Tennessee Gas Pipeline with its access to
low-cost natural gas. Natural gas supply prices off TGP Z4, one of
the lowest-cost regional hubs that trades at an average discount of
$50 cents/MMBtu to Henry Hub due to strong regional production and
persistent pipeline outflow constraints.
Key risks
-- The project sells all its power produced on a merchant basis
and the wholesale power market is competitive. As are all merchant
power plants, CCE is exposed to market risks, such as evolving
power demand and supply, power prices, cost of natural gas, and
capacity prices.
-- The single-asset nature of the project results in limited
scale, scope, and geographic diversity, which concentrates the risk
from unexpected operational outages.
-- Like other projects financed with a TLB structure, CCE will be
exposed to refinancing risk. Under our current forecast, we project
a residual TLB balance of about $180 million at maturity.
The proposed transaction results in incremental debt, but DSCRs
remain strong through TLB maturity, and above our downside trigger
during asset life. CCE is in the process of raising $470 million in
financing to repay the existing senior secured TLB and revolving
credit facility, as well as covering transaction-related fees and
expenses, including a one-time distribution to its owners. The
proposed issuance will consist of a $400 million senior secured TLB
with a term of seven years and a senior secured revolver with a
capacity of $70 million, expiring in five years. S&P said,
"Although the transaction results in incremental debt of about $35
million, we view the proposed transaction as credit supportive,
largely in light of the surge in power demand and the potential
refinancing risk pertaining to the credit facilities because their
maturity dates are approaching in 2026. The proposed transaction
will push the maturity until 2031, which we believe is a more than
appropriate time frame for the project to reduce debt on its
balance sheet via cash flow sweeps. We now forecast a minimum DSCR
of 1.61x and a median DSCR of 1.68x for CCE throughout its reliable
asset life."
CCE is an efficient gas-fired generator that is competitively
placed in the dispatch curve. CCE has been operating since 2018 and
has a track record of stable operational performance with high
availability. Because of the project's highly efficient nature, its
advantageous location in the Marcellus and Utica shale region, and
its position on the Tennessee Gas Pipeline with its access to
low-cost natural gas, CCE operates as a base-load facility with
high levels of dispatch and capacity factors. The capacity factor
was about 90% for 2023. Since 2019, the average capacity factor has
been about 85%. For the past three years, the facility's forced
outage rate has been below 2%, availability factors were 90%-95%,
and the heat rate was steady at below 7,000 Btu/kWh. The facility's
heat rate is a critical factor in determining the profitability
because it affects the cost of electricity production. The lower
the heat rate, the more efficient the power plant, resulting in
wider energy margins.
Efficient combined cycle gas turbines (CCGTs) in PJM should remain
profitable owing to tailwinds from strong energy demand. There are
signs of robust energy demand, well above historical averages in
the past decade, from overall economic growth, electrification, and
demand by data centers. Owing to a surge in demand, power prices in
almost all markets are higher than in 2023.
S&P said, "At the same time, we note that assets such as CCE are in
a favorable position relative to CCGTs in the eastern PJM Hub,
which are subject to increasing carbon compliance costs (Regional
Greenhouse Gas Initiative [RGGI]) that affect their dispatch and
margins. RGGI operates as a carbon cap-and-trade agreement between
11 northeastern states. Carbon-emitting power plants must buy
allowances through an auction process. This makes electricity
produced by thermal-based power generators more expensive relative
to zero-carbon sources like wind, solar, and nuclear. Thermal
generators in a non-RGGI state like Ohio are not subject to carbon
compliance costs, giving them a competitive edge over eastern PJM
plants.
"We believe highly efficient generators, such as CCE, should
benefit from these dynamics, given their low heat rates and
high-dispatch nature because we expect them to operate during most
hours of the day. This means a significant portion of CCE's gross
margins and cash flow are tied to plant output and its
profitability per unit. We expect CCE's energy margin will
represent about 80% of the portfolio's overall gross margins
through the TLB term, based on our expectation of capacity factors
in the mid- to low -80% area and an average spark spread of about
$15 per megawatt-hour (MWh) through 2031. Consequently, we forecast
CCE will generate about $60 million-$65 million in average annual
energy margins through TLB maturity."
The project is still exposed to market forces in the PJM and the
broader merchant power space, but there is some cash flow
predictability over the next few years. The project does not
benefit from any long-term contractual sales, which essentially
exposes its profitability and cash generation to market-related
forces. Power prices exhibit volatility from period to period due
to demand and supply dynamics, weather conditions, secular industry
changes and trends, capacity additions and retirements, and
applicable regulations--adding uncertainty to cash flows and
forecasts.
The last year saw an overall decline in energy prices and spark
spreads across PJM, primarily due to mild weather and lower
commodity prices. That said, power prices and spark spreads have
recovered meaningfully since the front half of 2024. Capitalizing
on the forward curve, CCE locked spark spread hedges for varying
volumes (20%-50% of expected dispatch) for the remainder of 2024,
as well as 2025, 2026 and 2027. These hedges have been placed at
attractive levels and provide good downside protection in case of a
significant downturn. S&P estimates their cash flow contribution to
the project--provided the plants operate as normal during the
hedged period--will total almost $85 million through 2027.
S&P said, "We expect a rebound in PJM capacity prices for the
2025-2026 auction. While the last PJM capacity auction, which
procured capacity for delivery year 2024/2025, cleared RTO at a
historical low of $28.92 per megawatt-day (MW-day), we expect
future prices to rebound. PJM has revised its load growth forecast,
which reflects accelerated growth over the next 10 years, driven by
the development of data centers throughout the PJM footprint and
accelerating electrification of the transportation industry." On
the supply side, the interconnection queue consists primarily of
renewables, which have a very low completion rate across the PJM
footprint and, if unchanged, would cause retirements to
significantly outpace new entries.
In addition, an aggressive buildout of renewable capacity is making
the grid more unpredictable and resource dependent in the absence
of long-duration and economic energy storage solutions. At the same
time, thermal generators are at risk of retiring at a rapid pace
due to government and private-sector policies, as well as
economics. All these factors point toward a conclusion that
capacity prices will need to rise to provide incentives for new
builds and ensure reliability.
Although capacity prices are progressively difficult to forecast on
the back of evolving market rules and generator bidding behavior,
based on market fundamentals, S&P expects RTO could clear about
$70/MW-day, for the 2025-2026 auction. That said, for CCE, which
operates largely as a high-dispatch, base-load facility, the effect
of lower capacity prices is limited, given energy-based revenue
accounts for more than two-thirds of its gross margin.
S&P said, "Deleveraging over time is also one of our key credit
considerations because the project will be exposed to refinancing
risk toward the end of its debt term. Similar to other projects
financed with TLB structures, the project will be exposed to
refinancing risk at the loan's maturity in 2031. We understand that
the amount of additional debt paydown through excess cash can vary
because of the need to allocate cash to other uses, such as working
capital and reserve funding. However, given the merchant nature of
the asset, the debt paydown via the cash flow sweep is subject to
financial performance, which in turn is dictated by market
fundamentals. We project TLB debt outstanding at maturity of about
$180 million. Although the sponsor could choose a different
refinancing structure, from 2031, we model a fully amortizing loan
with a sculpted repayment profile and assume CCE will fully repay
its debt by 2043.
"The stable outlook reflects our expectation of adequate debt
service coverage during the TLB period, as well as a minimum DSCR
of 1.61x during the project life (2023-2043), based on our
assumptions, and forward-looking view of the energy and capacity
prices in PJM's AEP zone. We expect the project to repay nearly
$220 million of its debt through the TLB period (2024-2031)."
S&P will consider a negative rating action if CCE is unable to
maintain DSCR above 1.35x on a sustained basis. This could occur
if:
-- Realized spark spreads were weaker and PJM capacity prices were
lower;
-- Unplanned outages substantially affected generation;
-- Economic factors caused the power plants to dispatch materially
less than our base case expectation; or
-- The project's excess cash flows did not translate into expected
debt paydowns, leading to a higher-than-expected debt balance of
$225 million at maturity.
S&P said, "Although unlikely in the near term, we could raise the
rating if we expected the project would maintain a minimum base
case DSCR greater than 1.8x in all years, including the
post-refinancing period. We would expect such outcomes to
materialize if the project's financial performance and debt
repayment well exceeded our forecast due to factors such as
improved energy margins, higher dispatch, and substantially
improved capacity pricing, leading to lower-than-expected debt
outstanding at TLB maturity."
CARVANA CO: Tax Asset Preservation Plan Expires
-----------------------------------------------
Carvana Co. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on June 3, 2024, it determined that the
Amended and Restated Section 382 Rights Agreement, dated as of July
18, 2023, by and between the Company and Equiniti Trust Company,
LLC, as successor in interest to American Stock Transfer & Trust
Company, LLC, a New York limited liability trust company, as rights
agent, is no longer necessary for the preservation of material
valuable Tax Attributes and set a Final Expiration Date under the
Tax Asset Preservation Plan of June 4, 2024. As a result, the
rights under the Tax Asset Preservation Plan expired and the Tax
Asset Preservation Plan terminated at the close of business on
June 4, 2024.
In connection with the termination of the Tax Asset Preservation
Plan, the Company filed a Certificate of Elimination with the
Secretary of State of the State of Delaware on June 5, 2024,
eliminating and returning to authorized but undesignated shares,
its shares of Series B Preferred Stock. The Certificate of
Elimination eliminated all provisions in the Certificate of
Designations of Series B Preferred Stock previously filed by the
Company with the Secretary of State of the State of Delaware on
Jan. 17, 2023, which had set forth the rights, powers and
preferences of the Series B Preferred Stock issuable upon exercise
of the rights under the Tax Asset Preservation Plan.
On June 6, 2024, management of the Company presented at the William
Blair 44th Annual Growth Stock Conference. During the
presentation, management communicated the following:
* During the second quarter of 2024 through June 6, 2024, the
Company repurchased and cancelled $250 million face principal
amount, or approximately 24% of the then outstanding
9.0%/12.0%
Cash/PIK Senior Secured Notes due 2028, for an aggregate
purchase price of $259 million, equating to a weighted average
purchase price of 103.4%, or a weighted average purchase price
of 100.4%, inclusive of the benefit of reducing accrued PIK
interest.
* During the second quarter of 2024 through June 6, 2024, the
Company sold approximately 3 million shares of its Class A
Common Stock under the Company's "at-the-market offering"
program at an average price of $114.85 per share, for gross
proceeds of approximately $350 million.
* The Company reaffirms the second quarter outlook provided on
May 1, 2024 that the Company expects a sequential increase in
its year-over-year growth rate in retail units and a
sequential
increase in Adjusted EBITDA.
About Carvana
Founded in 2012 and based in Tempe, Arizona, Carvana Co. --
http://www.carvana.com-- is an e-commerce platform for buying and
selling used cars. The Company is transforming the used car buying
and selling experience by giving consumers what they want, a wide
selection, great value and quality, transparent pricing, and a
simple, no pressure transaction. Each element of its business,
from inventory procurement to fulfillment and overall ease of the
online transaction, has been built for this singular purpose.
As of March 31, 2024, the Company had $6.98 billion in total
assets, $7.29 billion in total liabilities, and a total
stockholders' deficit of $311 million.
* * *
As reported by the TCR on Sept. 13, 2023, S&P Global Ratings raised
its issuer credit rating on U.S.-based Carvana Co. to 'CCC+' from
'D'. S&P said, "The negative outlook reflects our expectation that
we could downgrade the company if the company's performance were to
deteriorate further such that we believe liquidity would become
constrained or if we believe there is a likelihood the company
could conduct a distressed restructuring over the next 12 months.
The upgrade to 'CCC+' reflects the near-term improvement in the
company's liquidity position, though the capital structure remains
unsustainable."
Moody's Investors Service upgraded Carvana Co.'s corporate family
rating to Caa3 from Ca, the TCR reported on Sept. 22, 2023.
Moody's said the upgrade of Carvana's CFR to Caa3 reflects the
completion of its debt exchange that pushes out some near-term
maturities, reduces outstanding debt and materially reduces cash
interest expense in the two years following the exchange.
CASA SYSTEM: XAI Octagon Marks $746,304 Loan at 40% Off
-------------------------------------------------------
XAI Octagon Floating Rate & Alternative Income Trust has marked its
$746,304 loan extended to Casa Systems, Inc to market at $447,783
or 60% of the outstanding amount, as of March 31, 2024, according
to a disclosure contained in XAI Octagon's Form N-CSR for the
Fiscal year ended March 31, 2024, filed with the Securities and
Exchange Commission.
XAI Octagon is a participant in a Superpriority Secured Second Lien
Loan (6M SOFR + 6.50%) to Casa Systems, Inc. The loan matures on
December 20, 2027.
XAI Octagon is a diversified, closed-end management investment
company registered under the Investment Company Act of 1940, as
amended. The Trust commenced operations on September 27, 2017.
Date of Fiscal Year End: September 30
XAI Octagon is led Theodore J. Brombach, President and Chief
Executive Officer; and Derek J. Mullins, Treasurer & Chief
Financial Officer. The fund can be reach through:
Theodore J. Brombach
XAI Octagon Floating Rate & Alternative Income Trust
321 North Clark Street, Suite 2430
Chicago, IL 60654
Tel No.: (312) 374-6930
- and -
Benjamin D. McCulloch, Esq.
XA Investments LLC
321 North Clark Street, Suite 2430
Chicago, IL 60654
Tel No.: (312) 374-6930
Casa Systems, Inc. provides telecommunication equipment and
solutions. The Company offers cable, modem, optical, and Wi-Fi
networking products. Casa Systems also provides software-centric
infrastructure solutions that allow cable service providers to
deliver voice, video, and data services over a single platform.
CASTLE US HOLDING: XAI Octagon Marks $827,032 Loan at 30% Off
-------------------------------------------------------------
XAI Octagon Floating Rate & Alternative Income Trust has marked its
$827,032 loan extended to Castle US Holding Corp to market at
$580,403 or 70% of the outstanding amount, as of March 31, 2024,
according to a disclosure contained in XAI Octagon's Form N-CSR for
the Fiscal year ended March 31, 2024, filed with the Securities and
Exchange Commission.
XAI Octagon is a participant in an Initial Senior Secured First
Lien Loan (3M SOFR + 3.75%) to Castle US Holding Corp. The loan
matures on January 29, 2027.
XAI Octagon is a diversified, closed-end management investment
company registered under the Investment Company Act of 1940, as
amended. The Trust commenced operations on September 27, 2017.
Date of Fiscal Year End: September 30
XAI Octagon is led Theodore J. Brombach, President and Chief
Executive Officer; and Derek J. Mullins, Treasurer & Chief
Financial Officer. The fund can be reach through:
Theodore J. Brombach
XAI Octagon Floating Rate & Alternative Income Trust
321 North Clark Street, Suite 2430
Chicago, IL 60654
Tel No.: (312) 374-6930
- and -
Benjamin D. McCulloch, Esq.
XA Investments LLC
321 North Clark Street, Suite 2430
Chicago, IL 60654
Tel No.: (312) 374-6930
Castle US Holding Corporation provides database tools and software
to public relations and communications professionals.
CD&R GALAXY: Moody's Cuts CFR & Sr. Secured 1st Lien Debt to Caa1
-----------------------------------------------------------------
Moody's Ratings downgraded CD&R Galaxy UK Intermediate 3 Limited's
(d/b/a Vialto Partners or Vialto) corporate family rating to Caa1
from B3 and the company's probability of default rating to Caa1-PD
from B3-PD. Concurrently, Moody's downgraded Vialto Partners'
senior secured first lien bank credit facilities issued under its
subsidiary Galaxy US Opco Inc., consisting of a $959 million term
loan due April 2029 and a $200 million revolver due April 2027, to
Caa1 from B3. The outlook is negative. The company is a worldwide
provider of global mobility solutions with a primary focus on tax
preparation services for employees of its corporate clients.
The ratings downgrade takes into account Vialto Partners' weak
financial performance, which has trailed Moody's expectations since
the company's carveout from former parent PricewaterhouseCoopers
("PwC") on April 29, 2022. Additionally, Moody's growing concerns
relating to the continued deterioration in the company's liquidity
profile amidst the current protracted high interest rate
environment increasingly have a negative impact on the credit
profile. Vialto Partners' willingness to continue to sustain a
highly levered capital structure and weak liquidity is indicative
of the company's aggressive financial strategies, a key ESG
governance consideration and a driver of the rating action.
RATINGS RATIONALE
Vialto Partners' Caa1 CFR is constrained by the company's elevated
leverage with debt-to-EBITDA of nearly 11x (Moody's adjusted) for
the 12-month period ended December 31, 2023 as well as a complex
corporate structure comprised of an array of internationally-based
operating subsidiaries and a high proportion of revenue and
earnings from both non-guarantor and unrestricted subsidiaries.
Moody's expects that Vialto Partners will continue to generate free
cash flow deficits over the next 12-15 months, albeit at a less
pronounced pace than in FY24 (ending June), resulting in
deteriorating liquidity. Additional credit challenges include
Vialto Partners' concentrated business focus and corporate
governance risks related to the company's concentrated ownership.
These credit challenges are mitigated by the company's global
operating scale, strong competitive presence, and a highly
recurring revenue base which capitalizes on steady demand for its
tax services. Revenue stability is also supported by Vialto
Partners' longstanding relationships, multi-year contracts, and
high client retention rates with a high-quality set of large
enterprise customers.
Moody's considers Vialto Partners' liquidity profile to be weak
with concerns of further deterioration over the next 12-15 months.
The company's cash balance stood at $45.7 million as of December
31, 2023. Moody's expects Vialto Partners to continue to generate
free cash flow deficits through FY25 while the company continues to
rely on its revolver ($142 million drawn as of December 31, 2023)
expiring in April 2027 for additional liquidity. There is
approximately $10 million of annual senior secured first lien term
loan amortization. The company's term loans are not subject to
financial covenants. The revolving credit facility has a springing
maximum net senior secured first lien leverage ratio covenant of
8.0x. Moody's expects Vialto to maintain adequate cushion under its
financial covenant if it is measured over the next 12-15 months.
The negative outlook reflects Moody's expectation for Vialto
Partners' financial leverage to remain elevated and liquidity to
continue to deteriorate over the next 12-15 months, further
pressuring the credit profile despite moderate organic revenue and
EBITDA growth during this period. The outlook may be revised to
stable if Vialto Partners' operating performance exceeds Moody's
expectations, particularly with respect to free cash flow
generation, resulting in an improved liquidity profile.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Given the negative outlook, a ratings upgrade over the next 12-18
months is unlikely. Over the longer term the ratings could be
upgraded if the company establishes a track record of revenue
growth and margin expansion, such that Moody's expects
debt-to-EBITDA leverage to contract materially from current levels
and the company to meaningfully improve its liquidity profile.
The ratings could be downgraded if the company's operating
performance trends are weaker than expected, Debt-to-EBITDA remains
elevated, or Vialto Partners incurs higher than anticipated free
cash flow deficits that result in expectations of weakening
liquidity.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Vialto Partners, headquartered in New York City and controlled by
affiliates of private equity sponsor Clayton, Dubilier & Rice
("CD&R"), is a worldwide provider of global mobility solutions,
providing integrated compliance, consulting, and technology
services to global enterprises with a primary focus on tax
preparation services for employees of its corporate clients.
Moody's forecasts that the company will generate revenue of nearly
$900 million in FY24.
CMM MINEOLA LLC: Seeks Chapter 11 Bankruptcy in Texas
-----------------------------------------------------
CMM Mineola LLC filed for chapter 11 protection in the Eastern
District of Texas. According to court filing, the Debtor reports
between $10 million and $50 million 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. via Telephonic Dial-In Information at
https://www.txeb.uscourts.gov/341info.
About CMM Mineola LLC
CMM Mineola LLC is a limited liability company.
CMM Mineola LLC sought relief under Chapter 11 under the U.S.
Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-60336) on June 3,
2024. In the petition signed by Chad Cable, as managing member, the
Debtor reports estimated assets and liabilities between $10 million
and $50 million each.
The Debtor Represented by:
Michael E. Gazette, Esq.
614 Oak Avenue
Sulphur Springs, TX 75482-4134
COACH USA: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Coach USA, Inc.
160 S. Route 17 North
Paramus, NJ 07652
Business Description: Coach USA is a provider of ground passenger
transportation and mobility solutions in
North America, offering many types of
specialized ground transportation solutions
to government agencies, airports, colleges
and universities, and major corporations.
With 25 business segments throughout the
United States and Canada employing
approximately 2,700 employees and operating
approximately 2,070 buses, the Coach USA
network of companies carries millions of
passengers throughout the United States and
Canada each year. In addition to the
household name "Coach USA," the Company
operates under several other brands,
including: Megabus, Coach Canada, Coach USA
Airport Express, Dillon's Bus Company, and
Go Van Galder.
Chapter 11 Petition Date: June 11, 2024
Court: United States Bankruptcy Court
District of Delaware
Ninety-five affiliates that concurrently filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Coach USA, Inc. (Lead Case) 24-12598
3329003 Canada Inc. 24-11350
3376249 Canada Inc. 24-11347
349 First Street Urban Renewal Corp. 24-11299
4216849 Canada Inc. 24-11349
All West Coachlines, Inc. 24-11345
American Coach Lines of Atlanta, Inc. 24-11322
Barclay Airport Service, Inc. 24-11303
Barclay Transportation Services, Inc. 24-11306
Butler Motor Transit, Inc. 24-11316
CAM Leasing, LLC 24-11263
Central Cab Company 24-11280
Central Charters & Tours, Inc. 24-11283
Chenango Valley Bus Lines, Inc. 24-11314
Clinton Avenue Bus Company 24-11287
Coach Leasing, Inc. 24-11305
Coach USA Administration, Inc. 24-11277
Coach USA Illinois, Inc. 24-11301
Coach USA MBT, LLC 24-11265
Coach USA Tours - Las Vegas, Inc. 24-11320
Colonial Coach Corporation 24-11279
Commodore Tours, Inc. 24-11291
Community Bus Lines, Inc. 24-11293
Community Coach, Inc. 24-11281
Community Tours, Inc. 24-11298
Community Transit Lines, Inc. 24-11285
Community Transportation, Inc. 24-11289
Dillion's Bus Service, Inc. 24-11266
Douglas Braund Investments Limited 24-11351
Dragon Bus, LLC 24-11272
Elko, Inc. 24-11317
Gad-About Tours, Inc. 24-11344
Hudson Transit Corporation 24-11290
Hudson Transit Lines, Inc. 24-11270
Independent Bus Company, Inc. 24-11302
International Bus Services, Inc. 24-11304
Kerrville Bus Company, Inc. 24-11297
KILT of RI, Inc. 24-11323
Lakefront Lines, Inc. 24-11286
Leisure Time Tours 24-11331
Lenzner Tours, Inc. 24-11328
Lenzner Tours, LTD 24-11338
Lenzner Transit, Inc. 24-11341
Lenzner Transportation Group, Inc. 24-11334
Limousine Rental Service Inc. 24-11332
Megabus Canada, Inc. 24-11352
Megabus Northeast, LLC 24-11268
Megabus Southeast, LLC 24-11275
Megabus Southwest, LLC 24-11337
Megabus USA, LLC 24-11271
Megabus West, LLC 24-11342
Midtown Bus Terminal of New York, Inc. 24-11329
Mister Sparkle, Inc. 24-11336
Mountaineer Coach, Inc. 24-11340
New York Splash Tours, LLC 24-11276
Olympia Trails Bus Company, Inc. 24-11312
Orange, Newark, Elizabeth Bus, Inc. 24-11295
Pacific Coast Sightseeing Tours & Charters, Inc. 24-11292
Paramus Northeast Mgt. Co., L.L.C. 24-11343
Pennsylvania Transportation Systems, Inc. 24-11274
Perfect Body Inc. 24-11300
Powder River Transportation Services, Inc. 24-11294
Project Kenwood Acquisition, LLC 24-11262
Project Kenwood Intermediate Holdings I, Inc. 24-11259
Project Kenwood Intermediate Holdings II, LLC 24-11260
Project Kenwood Intermediate Holdings III, LLC 24-11261
Red & Tan Charter, Inc. 24-11333
Red & Tan Enterprises, Inc. 24-11311
Red & Tan Tours 24-11339
Red & Tan Transportation Systems, Inc. 24-11330
Rockland Coaches, Inc. 24-11284
Rockland Transit Corporation 24-11324
Route 17 North Realty, LLC 24-11278
Sam Van Galder, Inc. 24-11309
Short Line Terminal Agency, Inc. 24-11308
SL Capital Corp. 24-11296
Sporran AWC, Inc. 24-11325
Sporran GCBS, Inc. 24-11318
Sporran GCTC, Inc. 24-11319
Sporran RTI, Inc. 24-11321
Suburban Management Corp. 24-11310
Suburban Trails, Inc. 24-11315
Suburban Transit Corp. 24-11313
The Bus Exchange, Inc. 24-11326
Transportation Management Services, Inc. 24-11288
Trentway-Wagar (Properties) Inc. 24-11346
Trentway-Wagar Inc. 24-11348
Tri-State Coach Lines, Inc. 24-11307
TRT Transportation, Inc. 24-11327
Twenty-Four Corp. 24-11335
Voyavation LLC 24-11267
Wisconsin Coach Lines, Inc. 24-11282
CUSARE II, Inc. 24-11269
CUSARE, Inc. 24-11273
Project Kenwood Holdings, Inc. 24-11264
Judge: Hon. Judge Mary F. Walrath
Debtors'
Delaware
Bankruptcy
Co-Counsel: Sean M. Beach, Esq.
Joseph M. Mulvihill, Esq.
Timothy R. Powell, Esq.
Rebecca L. Lamb, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 N. King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
Email: sbeach@ycst.com
jmulvihill@ycst.com
tpowell@ycst.com
rlamb@ycst.com
Debtors'
Lead Bankruptcy
Counsel: J. Eric Wise, Esq.
Matthew K. Kelsey, Esq.
William Hao, Esq.
ALSTON & BIRD LLP
90 Park Avenue
New York, New York 10016
Tel: (212) 210-9400
Fax: (212) 210-9444
Email: eric.wise@alston.com
matthew.kelsey@alston.com
william.hao@alston.com
Debtors'
Investment
Banker: HOULIHAN LOKEY CAPITAL, INC.
Debtors'
Notices,
Claims,
Solicitation
& Balloting
Agent: KROLL RESTRUCTURING ADMINISTRATION, LLC
Debtors'
CRO Provider: CR3 PARTNERS, LLC
Estimated Assets: $100 million to $500 million
Estimated Liabilities: $100 million to $500 million
The petitions were signed by Ross Kinnear as chief financial
officer and treasurer.
Full-text copies of six of the Debtors' petitions are available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/DPKHELQ/Coach_USA_Inc__debke-24-11258__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/YTBXQSY/Voyavation_LLC__debke-24-11267__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/Y7OO4BI/Megabus_Northeast_LLC__debke-24-11268__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/YYLKBXY/CUSARE_II_Inc__debke-24-11269__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/ZHBIZ7Y/Hudson_Transit_Lines_Inc__debke-24-11270__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/K5K2QPA/SL_Capital_Corp__debke-24-11296__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Main Street Lending Program Unsecured Loan $37,866,876
by and through its Agent
Wells Fargo Bank, National Association
Otterbourg P.C.
230 Park Avenue
New York, NY 10169‐0075
Attn: Ikhwan Rafeek
PHONE: 212‐905‐3686
EMAIL: irafeek@otterbourg.com
2. Miriam Saheghian Settled $5,000,000
Law Offices of Scolinos, Litigation
Sheldon & Nevell
301 N. Lake Avenue
Pasadena, CA 91101
Attn: Todd Nevell
PHONE: 626‐793‐3900
EMAIL: tnevell@ssnlaw.com
3. Edwin Malave Settled $4,615,000
Georgaklis & Mallas Litigation
9118 5th Avenue
Brooklyn, NY 11209
Attn: Kontantino Mallas
PHONE: 718‐238‐2400
EMAIL: gmlawefile@gmail.com
4. Hall Anaheim Realty, LLC Unsecured $3,678,321
Brothers Smith, LLC Rent Payable
2033 N. Main Street, Suite 720
Walnut Creek, CA 94596
Attn: c/o Mark V. Isola
PHONE: 925‐944‐9700
EMAIL: misola@brotherssmithlaw.com
5. East Brunswick Township Unsecured Rent $3,591,000
Township Clerk Payable and LOC
P.O. Box 1081
East Brunswick, NJ 08816‐1081
Attn: Tamar Lauful
PHONE: 732‐390‐6843
EMAIL: lmorace@eastbrunswick.org
6. Estate of Adeline Deriphonse Settled $1,660,000
Bruce D. Nimensky, Esq. Litigation
727 Rt. 15N, Suite 200
Lake Hopatcong, NJ 07849
Attn: Gray Law Group
PHONE: 973‐240‐7313
EMAIL: bnimensky@graylaw.com
7. Camille L. Quinones Settled $1,250,000
40 Ethel Road Litigation
Edison, NJ 08817
Attn: Joseph Marabonda
PHONE: 732‐494‐2727
EMAIL: jmarabondo@njlawers.com
8. Sedgwick Claims Management 3rd Party $1,113,607
Services, Inc. Insurance &
8125 Sedgwick Way WC Claims Vendors
Memphis, TN 38125
Attn: Justin W. Eckard, Client Services Manager
PHONE: 610‐545‐7498
EMAIL: justin.Eckard@Sedgwick.com
9. The Aftermarket Parts Trade Payables $930,254
Company, LLC
PO Box 857758
Minneapolis, MN 55485‐7758
Attn: Mike Flaherty
PHONE: 502‐318‐3142
EMAIL: mike.flaherty@nfi.parts
10. Samsara, Inc. Trade Payables $633,622
350 Rhode Island Street
4th Floor, South Bldg.
San Francisco, CA 94103
Attn: Legal Team
PHONE: 415‐985‐2400
EMAIL: legalnotices@samsara.com
11. Port Authority of New York & Trade Payables $607,818
New Jersey
150 Greenwich St
19th Fl‐WTC
New York, NY 10007
Attn: Diana Contreras
PHONE: 212‐435‐5832
EMAIL: dcontreras@panynj.gov
12. Paccar Parts Fleet Services Trade Payables $312,296
PO Box 731165
Dallas, TX 75373‐1165
Attn: John Joblin
PHONE: 816‐377‐8595
EMAIL: jjoblin@trevipay.com
13. Colonial Parking, Inc. Rent Payable $278,606
USPG, LLC Union Station
Parking Garage and Bus Facility
30 Massachusetts Ave., NE
Washington, DC 20002
Attn: LaJuana Jones‐Scott
PHONE: 202‐898‐1950
EMAIL: LaJuana@ecolonial.com
14. Mesosys Limited Trade Payables $258,427
72 Wellington Road
Timperley, Cheshire WA15 7RW
United Kingdom
Attn: Peter Cameron
EMAIL: peter.cameron78@gmail.com
15. ADP LLC Trade Payables $258,009
PO Box 842875
Boston, MA 02284‐2875
Attn: Roger Ngo
PHONE: 650‐678‐0436
EMAIL: Roger.Ngo@ADP.com
16. Interstate Power Systems Trade Payables $238,460
10750 Highway 59 #1
Gillette, WY 82718
Attn: Rochelle Day
PHONE: 307‐682‐8596
EMAIL: rochelle.day@istate.com
17. Local 298 Health Benefit Fund Union $237,554
420 W Merrick Rd Benefits Payable
Valley Stream, NY 11580‐5593
Attn: Nora Roa
PHONE: 516‐872‐6690x202
EMAIL: nroa@esjb.org
18. Masergy Communications, Inc. Trade Payables $226,499
2740 North Dallas Parkway
Suite 260
Plano, TX 75093
Attn: Laine Barlow
PHONE: 623‐253‐6927
EMAIL: laine.barlow@masergy.com
19. Qualtrics, LLC Trade Payables $188,356
Dept. #880102
PO Box 29650
Phoenix, AZ 85038‐9650
Attn: Seamus Hennessey
PHONE: 353‐87‐743‐2984
EMAIL: seamush@qualtrics.com
20. Badder Bus Service Trade Payables $183,361
50 Progress Drive
Aylmer, ON N5H 3J1
Attn: Doug Badder
PHONE: 226‐210‐0206
EMAIL: dougb@badderbus.com
21. Prevost Trade Payables $181,401
201 South Avenue
So Plainfield, NJ 07080
Attn: Juan Tarango
PHONE: 877‐279‐1224
EMAIL: juan.tarango@zf.com
22. Mailin Williams Trade Payables $175,000
Jared S. Zafran, Esq.
1500 Walnut Street
Philadelphia, PA 19102
Attn: The Law Office of Jared S Zafran LLC
PHONE: 215‐587‐0038
EMAIL: jared@jaredzafranlaw.com
23. Shepard Mullin Richter & Trade Payables $164,151
Hampton, LLP
700 Louisiana Street
Suite 2750
Houston, TX 77002
Attn: Donna Adams Harris
PHONE: 713‐431‐7112
EMAIL: dharris@sheppardmullin.com
24. Forvis, LLP Trade Payables $160,286
P.O. Box 200870
Dallas, TX 75320‐0870
Attn: Rose Huynh
PHONE: 713‐499‐4600
EMAIL: rose.huynh@forvis.com
25. Price Waterhouse Coopers, LLC Trade Payables $150,000
4040 W Boy Scout Blvd
Tampa , Fl 33607
Attn: Leonard Salvatore
PHONE: 973‐903‐4576
EMAIL: leonard.p.salvatore@pwc.com
26. Metrolinx Rent Payable $149,015
20 Bay Street
Suite 600
Toronto, ON M5J 2W3
Canada
Attn: Connie Lu
EMAIL: ar‐invoicing@metrolinx.com
27. 1416 Clinton, LLC Trade Payables $144,953
1430 US Highway 206
Suite 100
Bedminister, NJ 07921
Attn: Phyliss Lamattina
PHONE: 908‐254‐3111
EMAIL: phyllis@advancere.com
28. BCTG Local 53 Health Union $133,122
Benefit Fund Benefits Payable
85 Orient Way
2nd Floor
Rutherford, NJ 07070
Attn: Joyce Alston
PHONE: 201‐933‐4365
29. Ogletree Deakins Trade Payables $131,418
Nash Smoak & Stewart
Ogletree Deakins
4660 La Jolla Village Drive, Suite 900
San Diego, CA 92112
Attn: Patrick Rodden, Esq.
PHONE: 858‐652‐3110
EMAIL: spencer.skeen@ogletree.com
30. Mitchell Martin, Inc. Trade Payables $121,950
550 7th Avenue
16th Floor
New York, NY 10018
Attn: Joseph Schimpf
PHONE: 212‐943‐1404
EMAIL: jschimpf@itmmi.com
COACH USA: Commences Voluntary Chapter 11 Proceedings in Delaware
-----------------------------------------------------------------
Coach USA, a provider of passenger transportation and mobility
services, commenced voluntary Chapter 11 proceedings in the U.S.
Bankruptcy Court for the District of Delaware to facilitate sale
processes to preserve jobs, ensure continued service and maximize
the value of its businesses. As part of the court-supervised sale
processes, the company:
-- Entered an asset purchase agreement with an affiliate of The
Renco Group, Inc., Bus Company Holdings US, LLC, for certain of the
company's bus lines -- Dillon's, Elko, Megabus Retail, Montreal,
Olympia, Trentway/Ontario (including Megabus Canada), Perfect Body,
Rockland, Shortline (including Chenango Valley Bus Lines),
Suburban, Van Galder and Wisconsin Coach -- as well as certain
assets of Community Coach. The existing Megabus intellectual
property and retail operations will also be part of the
transaction. U.S. Megabus operations will continue while the
company pursues an ongoing transition to the existing partnership
business model.
-- Entered asset purchase agreements with affiliates of AVALON
Transportation, LLC, for several of the company's bus lines:
Lenzner, Kerrville, All West and ACL Atlanta.
-- Is continuing to pursue value-maximizing going concern sales
for the company's remaining business segments and assets that are
not included in these agreements.
Taken together, once completed, these proposed transactions will
preserve thousands of jobs and ensure uninterrupted passenger
transportation services to millions of passengers throughout the
United States and Canada, many of whom rely on the Coach USA
transportation network.
The company is operating as normal and remains focused on operating
safely and serving customers in the United States and Canada.
Coach USA has proudly provided passengers and communities across
North America with reliable and affordable transportation services
for decades, including certain of its routes that date back more
than a century. Following the COVID-19 pandemic, the company has
faced significant challenges, as ridership and demand in the
industry have remained well below pre-pandemic levels. Following a
thorough evaluation of strategic options and with the support of
its financial stakeholders, the company determined that initiating
the court-supervised sale processes provides time and flexibility
for the company to maximize the value of its assets and is the best
path forward for its people, communities and customers.
Derrick Waters, Chief Executive Officer of Coach USA, said, "As we
move through this process, our top priority remains safely carrying
the millions of passengers who choose our buses each year and
working closely with our valued contract customers and
transportation agency partners. We appreciate the dedication of our
employees to operating with safety as a priority and serving our
customers and our communities."
The transactions are being undertaken pursuant to Section 363 of
the U.S. Bankruptcy Code, with BCH US and Avalon serving as the
"stalking horse" bidders for the businesses in the court-supervised
sale processes. If other qualified bids are submitted during the
court-supervised sale processes, the company will conduct an
auction or auctions, with the stalking horse bidders setting the
floors for the auction processes. Accordingly, the proposed
transactions are subject to higher and better offers, among other
conditions.
Coach USA has received a commitment for debtor-in-possession
financing, which includes $20 million in new money. Following court
approval, this DIP financing, combined with cash generated from the
company's ongoing operations, is expected to support the business
during the court-supervised process.
Coach USA has filed a number of customary motions with the Court
seeking authorization to support its operations during the
court-supervised process, including authority to pay wages and
provide health and other employee benefits. The company expects to
receive Court approval for these requests. The company intends to
pay vendors and suppliers in full under normal terms for goods and
services provided on or after the filing date.
Additional information is available at http://coachusaprocess.com/.
Court filings and other information related to the proceedings are
available on a separate website administrated by the company's
claims agent, Kroll, at https://cases.ra.kroll.com/CoachUSA; by
calling Kroll representatives toll-free at +1-844-547-4557, or
+1-646-777-2330 for calls originating outside of the U.S. or
Canada; or by emailing Kroll at CoachUSAInfo@ra.kroll.com.
Alston & Bird LLP is serving as the company's legal counsel,
Houlihan Lokey, Inc. is serving as financial advisor, CR3 Partners,
LLC is serving as restructuring advisor and Spencer M. Ware is
serving as Chief Restructuring Officer.
About Coach USA
Coach USA is one of the nation's largest passenger transportation
companies where the top priority is the safety of its customers and
employees. Coach USA provides critical local and intercity
transport services for communities throughout the United States and
Canada via Coach Canada. Coach USA also owns and operates Megabus,
which provides affordable, express bus service for intercity
travel. Since launching in 2006, Megabus has served more than 50
million customers throughout more than 500 cities across the
nation.
CONTINENTAL ELECTRIC: Douglas Stanger Named Subchapter V Trustee
----------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Douglas Stanger,
Esq., at Flaster, Greenberg, PC as Subchapter V trustee for
Continental Electric Motors, Inc.
Mr. Stanger will be paid an hourly fee of $450 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Stanger declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Douglas S. Stanger, Esq.
Flaster, Greenberg, PC
646 Ocean Heights Avenue
Linwood, NJ 08221
Phone: (609) 645-1881
Email: Doug.stanger@flastergreenberg.com
About Continental Electric Motors
Continental Electric Motors, Inc. is a manufacturer of industrial
electric motors in Red Bank, N.J.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. N.J. Case No. 24-15083) on May 20, 2024,
with $100,000 to $500,000 in assets and $1 million to $10 million
in liabilities. Dave Merces, president, signed the petition.
Judge Christine M. Gravelle oversees the case.
Mark J. Politan, Esq., at Politan Law, LLC represents the Debtor as
bankruptcy counsel.
COPA LLC: Ashley Rusher Named Subchapter V Trustee
--------------------------------------------------
John Paul Cournoyer, the U.S. Bankruptcy Administrator for the
Middle District of North Carolina, appointed Ashley Rusher as
Subchapter V trustee for Copa, LLC.
Ms. Rusher will be paid an hourly fee of $375 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Rusher declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
About Copa LLC
Copa, LLC is a Latin bistro and bar in Downtown Durham offering
private events, craft cocktails, tapas, and food from Spain and the
Americas.
Copa filed its voluntary petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. M.D.N.C. Case No. 24-80126) on May 28,
2024, with $3,089,083 in assets and $2,011,744 in liabilities. The
petition was signed by Roberto Copa Matos as managing member.
Rebecca F. Redwine, Esq., at Hendren, Redwine & Malone, PLLC
represents the Debtor as legal counsel.
CORETEC GROUP: CFO Steps Down to Work for Another Company
---------------------------------------------------------
The Coretec Group Inc. reported in a Form 8-K filed with the
Securities and Exchange Commission that on June 2, 2024, Matthew L.
Hoffman resigned as the chief financial officer, chief operating
officer and from any and all other positions held by him at the
Company, effective immediately. According to the Company, Mr.
Hoffman's decision to resign is due to his acceptance of an offer
as chief financial officer at another corporation and not due to
any disagreement with the Company, the Board of Directors of the
Company, or any other member of the Company's management. On June
6, 2024, Mr. Hoffman was issued 6,208,242 shares under the
Company's 2023 Equity Incentive Plan, in lieu of cash payment for
accrued liabilities owed to Mr. Hoffman and for services through
the effective date of his resignation. Mr. Hoffman has generously
agreed to assist the Company in any transitionary needs on a
consultant basis.
Compensation paid to Chief Executive Officer
On June 6, 2024, Mr. Matthew Kappers was issued 8,647,194 shares
under the Company's 2023 Equity Incentive Plan, in lieu of cash
payment for accrued liabilities owed to Mr. Kappers and for
services through April 30, 2024.
About The Coretec Group
The Coretec Group owns intellectual property and patents related to
the production and application of engineered silicon to enable new
technologies and to improve the lifespan and performance of a
variety of materials in a range of industries. The Company is
exploring opportunities to use its silicon discoveries and
developments to improve the performance of lithium-ion batteries,
solid-state LED lights and semiconductors, among other
technologies. It is also exploring ways to use its intellectual
property to develop optical plastics to advance development of its
CSpace 3D imaging chamber.
Tulsa, Oklahoma-based HoganTaylor LLP, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
March 21, 2024, citing that the Company has insufficient revenue
and capital commitments to fund the development of its planned
products, pay current operating expenses and debt commitments
beyond a year following the issuance of these financial statements.
This raises substantial doubt about the Company's ability to
continue as a going concern.
CORNERSTONE PSYCHOLOGICAL: Deborah Fish Named PCO
-------------------------------------------------
Andrew Vara, the U.S. Trustee for Regions 3 and 9, appointed
Deborah Fish of Allard & Fish PC as patient care ombudsman for
Cornerstone Psychological & Counseling Services of Northeast Ohio,
LLC and Family Statcare of Northeast Ohio, LLC.
To the best of her knowledge, Ms. Fish has no connections with the
companies, 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:
* An ombudsman appointed under section (a) 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 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;
-- 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.
* An ombudsman appointed under section (a) shall maintain any
information obtained by such ombudsman under this section 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.
* An ombudsman appointed under section (a)(2)(B) shall have
access to patient record consistent with authority of such
ombudsman under the Older American Act of 1965 and under non
Federal law governing the State Long-Term Care Ombudsman program.
A copy of the appointment is available for free at
https://urlcurt.com/u?l=u09EqE from PacerMonitor.com.
The ombudsman may be reached at:
Deborah L. Fish
Allard & Fish PC
211 West Fort Street
Suite 705
Detroit, MI 48226
About Cornerstone Psychological
& Counseling Services
Cornerstone Psychological & Counseling Services of Northeast Ohio,
LLC filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-50367) on March 14,
2024, with up to $50,000 in assets and up to $10 million in
liabilities.
On March 15, 2024, the case was reassigned to the Canton location
of the U.S. Bankruptcy Court for the Northern District of Ohio and
was assigned a new case number (Case No. 24-60311). Judge Tiiara NA
Patton oversees the case.
Peter Tsarnas, Esq., at Gertz and Rosen, Ltd., represents the
Debtor as legal counsel.
CREDIVALORES–CREDISERVICIOS: Davis Polk Represents Noteholders
----------------------------------------------------------------
The law firm of Davis Polk & Wardwell LLP filed a verified
statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure to disclose that in the Chapter 11 case of
Credivalores-Crediservicios S.A., the firm represents the Ad Hoc
Group of Noteholders.
In or around March 2024, a group formed by certain holders, or
investment advisors or managers acting on behalf of holders (each,
a "Member" and, together, the "Ad Hoc Group"), of 8.875% Senior
Notes due 2025 (the "Old Notes") issued by the Debtor pursuant to
that certain Indenture, dated February 7, 2020 (the "Indenture"),
by and between the Debtor, as issuer, and The Bank of New York
Mellon, as trustee, engaged Davis Polk to represent it in
connection with potential transactions with, or any restructuring
of, the Debtor.
The Members, collectively, beneficially own (or are the investment
advisors or managers for funds that beneficially own) or manage
approximately $41,662,000 in aggregate principal amount of the Old
Notes.
Davis Polk does not hold any claims against, or interests in, the
Debtor or its estate, other than claims for fees and expenses
incurred in representing the Ad Hoc Group. Davis Polk's address is
450 Lexington Avenue, New York, New York 10017.
The names and addresses of each of the members of the Ad Hoc Group
of Noteholders, together with the nature and amount of the
disclosable economic interests held by each of them in relation to
the Debtor are as follows:
1. Certain funds and/or accounts, or subsidiaries of such funds
and/or accounts, managed, advised,
or controlled by A3E CAPITAL SICAV P.L.C.
Quad Central, Q3 Level 9
Triq L-Esportaturi Zone 1
Birkirkara CBD1040, Malta
* $1,500,000
2. Certain funds and/or accounts, or subsidiaries of such funds
and/or accounts, managed, advised,
or controlled by ABSALON CAPITAL A/S and FORMUEPLEJE A/S
Tuborg Havnevej 15
2900 Hellerup, Denmark
* $4,000,000
3. Certain funds and/or accounts, or subsidiaries of such funds
and/or accounts, managed, advised,
or controlled by BANK JULIUS BAER
25, Grand-Rue
L-1661 Luxembourg
* $3,500,000
4. Certain funds and/or accounts, or subsidiaries of such funds
and/or accounts, managed, advised,
or controlled by PROTECTED CELL CH1275642531, A CELL OF CV
CAPITAL MARKETS ISSUER PCC LTD
Suite 6 Provident House, Havilland Street
St Peter Port, GY1 2QE, Guernsey
* $653,000
5. Certain funds and/or accounts, or subsidiaries of such funds
and/or accounts, managed, advised,
or controlled by FIRST GENEVA CAPITAL PARTNERS
5 cours des Bastions
1205 Geneva, Switzerland
* $2,000,000
6. INDIVIDUAL HOLDER (name on file)
* $250,000
7. Certain funds and/or accounts, or subsidiaries of such funds
and/or accounts, managed, advised,
or controlled by JULIUS BAER - PRIVATE BANKING
Isidora Goyenechea 3621
Floor 8, 7550110
Santiago, Las Condes, Chile
* $12,032,000
8. Certain funds and/or accounts, or subsidiaries of such funds
and/or accounts, managed, advised,
or controlled by VONTOBEL HOLDING AG
Gotthardstrasse 43
8022 Zurich, Switzerland
* $12,427,000
9. Certain funds and/or accounts, or subsidiaries of such funds
and/or accounts, managed, advised,
or controlled by VP FUND SOLUTIONS (LIECHTENSTEIN) AG, AS
TRUSTEE OF SOLITAIRE FUND
Aeulestrasse 6
9490 Vaduz, Liechtenstein
* $3,500,000
Counsel to the Ad Hoc Group of Noteholders:
DAVIS POLK & WARDWELL LLP
Timothy Graulich, Esq.
Angela M. Libby, Esq.
Stephen D. Piraino, Esq.
Moshe Melcer, Esq.
450 Lexington Avenue
New York, New York 10017
Tel.: (212) 450-4000
About Credivalores-Crediservicios SAS
Credivalores-Crediservicios SAS operates as a financial services
company. The Company provides credit cards, micro lending, and
corporate loans. Credivalores-Crediservicios serves customers in
Colombia.
Credivalores-Crediservicios SAS sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10837) on May
16, 2024. In its petition, the Debtor estimated assets and
liabilities up to $500 million.
Baker Mckenzie LLP is the Debtor's counsel.
CT & JJ: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: CT & JJ Inc.
d/b/a Box Seats
500 East Washington St.
North Attleboro, MA 02760
Business Description: Box Seats is a cool & unique sports-themed
family restaurant and neighborhood bar,
serving food and drinks in a relaxed, casual
setting. It offers variations of freshly
prepared American foods including pub
classics and unique specialties, and an
extensive gluten-free menu with gluten-free
prep areas.
Chapter 11 Petition Date: June 11, 2024
Court: United States Bankruptcy Court
District of Massachusetts
Case No.: 24-11159
Debtor's Counsel: Kate E. Nicholson, Esq.
NICHOLSON DEVINE LLC
21 Bishop Allen Dr.
Cambridge, MA 02139
Tel: 857-600-0508
Fax: 617-812-0405
E-mail: kate@nicholsondevine.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by A. Charles Tgibedes as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/5OTWFSY/CT__JJ_Inc__mabke-24-11159__0001.0.pdf?mcid=tGE4TAMA
CYBERJIN LLC: Seeks Subchapter V Bankruptcy Protection
------------------------------------------------------
Cyberjin LLC filed for chapter 11 protection in the Middle District
of Florida. According to court filing, the Debtor reports
$1,258,248 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 26, 2024 at 11:30 a.m. in Room Telephonically on telephone
conference line: 866-910-0293. participant access code: 7560574).
About Cyberjin LLC
Cyberjin LLC is a developer of an AI recruiting software platform.
Cyberjin LLC sought relief under Subchapter V of Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-03129) on May
31, 2024. In the petition filed by Alexander Rolintis, as manager,
the Debtor reports total assets amounting to $120,092 and total
liabilities of $1,258,248.
The Honorable Bankruptcy Judge Roberta A. Colton oversees the
case.
The Debtor is represented by:
Buddy D Ford, Esq.
Buddy D. Ford, P.A.
260 1st Ave. South #200
Saint Petersburg, FL 33701
Tel: (813) 877-4669
Fax: (813) 877-5543
E-mail: All@tampaesq.com
DELTA APPAREL: Two Directors Resign From Board
----------------------------------------------
Delta Apparel, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on May 30, 2024, Timothy E.
Brog resigned from service on the Delta Apparel, Inc. Board of
Directors and all subcommittees of the Board effective
immediately.
On May 31, 2024, David G. Whalen resigned from service on the Board
and all subcommittees of the Board effective immediately.
About Delta Apparel
Delta Apparel, Inc. Delta Apparel, Inc. is a vertically
integrated, international apparel company with approximately 6,800
employees worldwide. The Company designs, manufactures, sources,
and markets a diverse portfolio of core activewear and lifestyle
apparel products under its primary brands of Salt Life, Soffe, and
Delta. The Company is a market leader in the on-demand, digital
print and fulfillment industry, bringing DTG2Go's proprietary
technology and innovation to its customers' supply chains. The
Company specializes in selling casual and athletic products through
a variety of distribution channels and tiers, including outdoor and
sporting goods retailers, independent and specialty stores, better
department stores and mid-tier retailers, mass merchants,
eRetailers, the U.S. military, and through our business-to-business
digital platform.
"Our current liquidity position raises substantial doubt as to our
ability to continue as a going concern over the next 12 months and
we believe we will need to raise capital or obtain other liquidity
in the near future in order to have sufficient resources to fund
our operations and meet the obligations specified in our Amended
Credit Agreement for the next 12 months. To date, we have been
unable to raise the necessary capital or otherwise obtain the
necessary liquidity to have sufficient resources to fund our
operations and meet the obligations specified in our Amended Credit
Agreement for the next 12 months. Moreover, there can be no
assurance that we will be successful in raising the necessary
capital or otherwise obtaining the necessary liquidity, that any
such capital or liquidity will be available to us on terms
acceptable to us, or at all, or that we will be successful in any
of our other endeavors to become financially viable and continue as
a going concern. Our inability to raise additional capital or
obtain other liquidity on acceptable terms in the near future would
have a material adverse effect on our business, prospects, results
of operations, liquidity and financial condition. Furthermore, any
decline in the market price of our common stock could make it more
difficult for us to sell equity or equity-related securities in the
future at a time and price that we deem appropriate," Delta Apparel
stated in its Quarterly Report for the period ended March 30, 2024.
DENVER MARINE: Online Bankruptcy Auction Starts Today
-----------------------------------------------------
Iron Horse Auction Company will hold a bankruptcy auction for the
remaining assets of Denver Marine Sales and Service, d/b/a Ed
Watkins Marine.
The online auction will be held from June 13, 2024 to June 20,
2024.
You can find more information about the auction at
https://tinyurl.com/3fest82e
DIAMOND SPORTS: Comcast Deal Needed, Pro Leagues Say
----------------------------------------------------
Local sports broadcaster Diamond Sports Group’s shot at surviving
the summer has withered and the bankrupt company is close to losing
any chance to revive itself, lawyers for professional baseball,
basketball and hockey leagues told a federal judge Tuesday, June 4,
2024, Bloomberg News reported.
Bloomberg notes that Diamond Sports, owned by Sinclair Inc., has
yet to hash out a deal with Comcast Corp. to broadcast games on the
cable company's system. If a deal fails to materialize, that would
be a fatal blow to Diamond, representatives of Major League
Baseball and the National Basketball Association told US Bankruptcy
Judge Christopher M. Lopez.
About Diamond Sports Group
Diamond Sports Group, LLC, and its affiliates own and/or operate
the Bally Sports Regional Sports Networks, making them the nation's
leading provider of local sports programming. DSG's 19 Bally Sports
RSNs serve as the home for 42 MLB, NHL, and NBA teams. DSG also
holds joint venture interests in Marquee, the home of the Chicago
Cubs, and the YES Network, the local destination for the New York
Yankees and Brooklyn Nets. The RSNs produce about 4,500 live local
professional telecasts each year in addition to a wide variety of
locally produced sports events and programs. DSG is an
unconsolidated and independently run subsidiary of Sinclair
Broadcast Group.
Diamond Sports Group and 29 of its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case
No. 23-90116) on March 14, 2023. In the petition signed by David
F. DeVoe, Jr., as chief financial officer and chief operating
officer, Diamond Sports Group listed $1 billion to $10 billion in
both assets and liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP
and Porter Hedges, LLP as bankruptcy counsel; Wilmer Cutler
Pickering Hale, Dorr, LLP and Quinn Emanuel Urquhart & Sullivan,
LLP as special counsel; AlixPartners, LLP as financial advisor;
Moelis & Company, LLC and LionTree Advisors, LLC as investment
bankers; Deloitte Tax, LLP, as tax advisor; Deloitte Financial
Advisory Services, LLP, as accountant; and Deloitte Consulting, LLP
as consultant. Kroll Restructuring Administration, LLC is the
claims agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
The committee tapped Akin Gump Strauss Hauer& Feld LLP as counsel;
FTI Consulting, Inc., as financial advisor; and Houlihan Lokey
Capital, Inc., as investment banker.
DMK PHARMACEUTICALS: Seeks to Extend Plan Exclusivity to August 2
-----------------------------------------------------------------
DMK Pharmaceuticals Corporation and its affiliated debtors asked
the U.S. Bankruptcy Court for the District of Delaware to extend
their exclusivity periods to file a plan of reorganization and
obtain acceptance thereof to August 2 and October 1, 2024,
respectively.
The Debtors explain that the Chapter 11 Cases have presented
various complex and time-consuming issues, including: (1)
communicating, and attempting to negotiate the terms of a potential
plan of reorganization with the Committee, United States Department
of Justice ("DOJ") and plan term sheet sponsor which was
unsuccessful and led to the sale process; (2) this case involves a
number of complex claims, including those asserted by the DOJ and
Securities and Exchange Commission ("SEC"); (3) the Debtors' assets
include complex and beneficial pharmaceuticals in many different
stages of development; and (4) attending to myriad other matters
associated with this case.
Specifically, shortly after commencing these cases, the Debtors
entered into a term sheet for a proposed plan of reorganization.
Negotiations regarding the proposed plan were time consuming and
involved many different parties. Ultimately, the Debtors were
required to pivot to the sale process which has been the focus over
the last two months. The sale of the Debtors' most valuable asset
closed on May 16, leaving a handful of assets remaining to sell and
the conclusion of negotiations with the DOJ and SEC.
The Debtors claim that they recently closed the sale of a valuable
asset and have sufficient funds to operate and pay all
administrative claims during the short, requested extension,
although they remain mindful of minimizing expenses of operations
and are in communication with the Committee regarding cash position
and projections. The Debtors respectfully submit that, under the
relevant facts and circumstances, the requested extension of the
Exclusive Periods will not prejudice the legitimate interests of
creditors, as they continue to make timely payment on their
undisputed post-petition obligations.
The Debtors assert that termination of the Exclusive Periods would
adversely impact the progress of these Chapter 11 Cases. Not
extending, and thus terminating, exclusivity would permit any party
in interest to propose a plan and frustrate the efforts to date of
the Debtors. This would foster a chaotic environment with no
central focus, increase administrative expenses, and threaten the
Debtors' efforts to maximize the value of the estates for the
benefit of the Debtors' creditors.
Moreover, proposing a plan before the Debtors' remaining valuable
assets are sold and before an agreement with the DOJ and SEC is
reached could be detrimental to the Debtors' ability to actually
reach such agreement, translating in further loss of value.
Counsel to the Debtors:
Michael Busenkell, Esq.
GELLERT SCALI BUSENKELL & BROWN LLC
1201 N. Orange Street, Suite 300
Wilmington, DE 19801
Tel: (302) 425-5812
Fax: (302) 425-5814
E-mail: mbusenkell@gsbblaw.com
- and -
Lee B. Hart, Esq.
Adam D. Herring, Esq.
NELSON, MULLINS, RILEY & SCARBOROUGH LLP
201 17th Street NW, Suite 1700
Atlanta, GA 30363
Tel: (404) 322-6000
Fax: (404) 322-6050
E-mail: lee.hart@nelsonmullins.com
adam.hering@nelsonmullins.com
- and -
Dylan G. Trache, Esq.
NELSON, MULLINS, RILEY & SCARBOROUGH LLP
101 Constitution Avenue, NW, Suite 900
Washington, D.C. 20001
Tel: (202) 689-2800
Fax: (202) 689-2860
E-mail: dylan.trache@nelsonmullins.com
- and -
Rachel A. Sternlieb, Esq.
NELSON, MULLINS, RILEY & SCARBOROUGH LLP
1400 Wewatta Street, Suite 500
Denver, CO 80202
Tel: (303) 853-9900
Fax: (303) 583-9999
E-mail: rachel.sternlieb@nelsonmullins.com
About DMK Pharmaceuticals Corp.
DMK Pharmaceuticals Corporation and its affiliates are composed of
a family of pharmaceutical companies that own various therapies
treating different indications. Over time, the Debtors' portfolio
of treatments has focused on treatment of the opioid epidemic, both
in an emergency setting and in the prophylactic treatment of Opioid
Use Disorder.
DMK Pharmaceuticals and its affiliates filed petitions under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 24-10153) on Feb. 2, 2024. In the petition signed by
its chief financial officer, Seth Cohen, DMK Pharmaceuticals
disclosed $10 million to $50 million in both assets and
liabilities.
The Debtors tapped Gellert Scali Busenkell & Brown, LLC and Nelson,
Mullins, Riley & Scarborough, LLP as legal counsels; and Rock Creek
Advisors, LLC as financial advisor. BMC Group, Inc. is the claims
and noticing agent.
DT MIDSTREAM: Moody's Affirms Ba1 CFR & Alters Outlook to Positive
------------------------------------------------------------------
Moody's Ratings changed DT Midstream, Inc.'s rating outlook to
positive from stable. Concurrently, Moody's affirmed DT Midstream's
Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating,
Baa2 rating on its senior secured 1st lien revolving credit
facility, Baa2 rating on its senior secured 1st lien term loan,
Baa2 senior secured notes rating and Ba2 senior unsecured notes
rating. DT Midstream's SGL-2 Speculative Grade Liquidity (SGL)
rating remains unchanged.
"DT Midstream's positive outlook reflects Moody's expectation of
improving scale and credit metrics as the company's earnings should
continue to grow into 2025," commented Amol Joshi, Moody's Vice
President and Senior Credit Officer.
RATINGS RATIONALE
DT Midstream's positive outlook reflects the company's enhanced
scale upon completion of organic projects and Moody's expectation
that the company's credit metrics will continue to improve due to
growing revenue and earnings into 2025.
DTM's Ba1 CFR reflects the benefit from fee-based revenue with no
direct commodity price exposure, and long-term contracts
underpinned by pipeline demand charges, minimum volume commitments
and acreage dedications providing volume and cash flow visibility
over the next several years. The company has moderate leverage and
targets long-term total leverage below 4x. DTM also targets a
dividend distribution coverage above 2x, and its ability to
generate significant excess cash should support growth spending or
repaying its pre-payable term loan debt. The company has an
integrated mix of pipeline, storage and gathering assets that
connect the prolific Appalachian and Haynesville dry gas supply
basins to key demand markets, with a diverse customer base
comprising natural gas local distribution companies, power
generators, industrials, producers and marketers.
DTM's strengths are partially offset by its limited size and scale
relative to some of its higher rated peers. However, the company's
growing earnings are supported by roughly 65% of cash flow from its
pipeline segment, with natural gas gathering assets comprising the
remainder. While the company operates several of its assets,
non-operated pipeline assets comprise almost 30% of overall cash
flow. DTM's counterparty risk is improving and is further mitigated
by contractual features and credit enhancements, but the majority
of its revenue is currently from non-investment grade
counterparties including from its key customer Southwestern Energy
Company (SWN, Ba1 positive).
DT Midstream's secured revolver, secured term loan and secured
notes are rated Baa2, two notches above the Ba1 CFR, reflecting
their first priority lien and supported by $2.1 billion of
unsecured debt cushion. DTM's senior unsecured notes are rated Ba2,
one notch below the Ba1 CFR, given the significant amount of
secured debt in DTM's capital structure. DTM's secured debt
contains a provision that will allow its collateral to fall away
under certain conditions, including if the company's unsecured
notes are rated Baa3 or an equivalent rating by two rating agencies
and no secured term loan remains outstanding. In the event that
DTM's senior unsecured notes are upgraded to Baa3 and the other
conditions are met such that the remaining secured debt instruments
become unsecured, then such previously secured debt will likely get
downgraded to align its rating with the company's unsecured notes.
DTM should maintain good liquidity through 2025 as reflected in its
SGL-2 rating. At March 31, DTM had $41 million of cash. DTM has a
$1 billion secured revolver, with $55 million of outstanding
revolver borrowings and $16 million in outstanding letters of
credit at March 31. The revolver has financial covenants including
a maximum consolidated net leverage ratio of 5x and a minimum
interest coverage ratio of 2.5x. The term loan is governed by a
minimum debt service coverage ratio of 1.1x. Moody's expects the
company to be in compliance with these covenants through 2025. The
company should generate excess cash flow upon satisfying its
dividend distribution needs, which will likely be used to support
growth projects or repay its pre-payable term loan debt. The
company does not have any debt maturities through October 2027 when
its revolver matures.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
DT Midstream's ratings could be upgraded if the company
meaningfully increases its size and scale, achieves debt to EBITDA
comfortably below 4x, maintains sound distribution coverage,
progresses toward simplifying its debt structure including a plan
to repay or refinance its secured term loan, while improving its
counterparty credit quality and business risk profile.
DT Midstream's ratings could be downgraded if debt to EBITDA
approaches 5x, distribution coverage significantly weakens, or
there is meaningful deterioration in asset or counterparty credit
quality. DT Midstream's ratings could also be downgraded if there
is a significant increase in debt to fund a sizable acquisition, or
shareholder friendly actions materially hurt the company's
leverage.
Headquartered in Detroit, Michigan, DT Midstream, Inc. is an owner,
operator and developer of an integrated portfolio of natural gas
interstate pipelines, intrastate pipelines, storage systems,
gathering lateral pipelines, gathering systems, treatment plants
and compression and surface facilities.
The principal methodology used in these ratings was Midstream
Energy published in February 2022.
DT&T LOGISTICS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: DT&T Logistics, Inc.
1415 E. Central Road, #322
Arlington Heights, IL 60005
Business Description: DT&T Logistics, Inc. is part of the
trucking industry.
Chapter 11 Petition Date: June 12, 2024
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 24-08667
Judge: Hon. Deborah L Thorne
Debtor's Counsel: Saulius Modestas, Esq.
MODESTAS LAW OFFICES, P.C.
401 S. Frontage Rd.
Ste. C
Burr Ridge, IL 60527-7115
Tel: 312-251-4460
Fax: 312-277-2586
Email: smodestas@modestaslaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Anatoli Neteda as president.
The Debtor failed to include 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/KJMXEFQ/DTT_Logistics_Inc__ilnbke-24-08667__0001.0.pdf?mcid=tGE4TAMA
EASTERN POWER: Moody's Rates New $665MM Senior Secured Loans 'B1'
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Moody's Ratings assigned a B1 rating to Eastern Power, LLC's
proposed $665 million senior secured credit facilities consisting
of a $620 million senior secured term loan B facility due April
2028 and a $15 million senior secured revolving credit facility due
April 2027. The rating outlook is stable.
Proceeds from the amended term loan B and cash on balance sheet
will be used to repay Eastern Power's existing term loan and pay
transaction related fees and expenses. Moody's intends to withdraw
the B2 rating on the existing credit facilities due 2025 (cusip:
87264NAB3) upon the closing of Eastern Power's amended credit
facilities. Moody's understand the debt financing terms for the
proposed senior secured credit facilities will be substantially
similar to the existing debt.
A comprehensive review of all credit ratings for Eastern Power has
been conducted during a rating committee.
RATING RATIONALE
The B1 rating considers the extension of the deactivation dates for
Gowanus and Narrows to May 1, 2027 from May 1, 2025; the current
strong capacity pricing in NYISO Zone J that is expected to remain
above historical averages for the next several years enabling
incremental hedged cash flow over the term of the extension; and,
importantly, the elimination of allowable tax distributions to
Eastern's sponsor. Collectively, these factors provide Eastern the
opportunity to meaningfully reduce its term loan debt balances
relative to prior expectations and offset near-term concerns around
its ability to successfully refinance and extend the existing debt
balance. Tax distributions over the three year period ending 2023
have been in excess of $75 million which has moderated the
anticipated level of debt reduction. By eliminating the possibility
of future tax distributions, all cash flow generated by Eastern
Power after capital expenditures and required debt service will be
used for permanent debt reduction, an important consideration in
rating action.
Cash flow to meet debt service is derived primarily from capacity
revenue earned by Eastern's three New York City-based generating
facilities: Astoria, 959 MW; Gowanus, 320 MW; and Narrows, 352 MW.
Zone J capacity prices in New York City have more than tripled in
the past year owing to the tightness in capacity anticipated over
the next few years. Zone J capacity prices are expected to
moderate downward for 2024-25 Capability Year, albeit from very
strong current levels (approximately $15 kW-month for 2023-24
Capability Year).
Based on Eastern Power's current hedged profile, which includes
meaningful hedges entered into for calendar years 2024, 2025, and
2026, and factoring in a more conservative capacity price of
approximately $12 kW-month for the unhedged capacity, Moody's
forecast debt-to-EBITDA at less than 4.5x and ratio of project cash
from operations to debt to range between 10-13%, in 2025 and 2026
before weakening in 2027 with the expected retirement of Gowanus
and Narrows. Under this scenario, the forecasted debt level at the
April 2028 maturity approximates $425 million and is comfortably
below $400 million under a scenario that assumes slightly higher
capacity prices. The potential debt outstanding at maturity does
not consider any proceeds from the sale of property and equipment
at each of Narrows and Gowanus that management estimates could
approach $200 million.
We note that there is a demand curve reset planned for 2025-26
Capability Year during which the inputs used to arrive at a
capacity price will be reevaluated. While a demand curve reset adds
another layer of uncertainty around future capacity pricing levels,
pricing discovery from recently added hedge positions provide a
degree of comfort around the direction for future capacity pricing
in Zone J.
That said, the expected retirement of Gowanus and Narrows in
mid-2027 and the age and dispatch profile of the Astoria Units
remain limiting rating factors. The credit agreement requires that
asset sales proceeds from the sale of Gowanus and Narrows as well
as the sale of the Astoria Units be used for debt repayment. With
Gowanus and Narrows nearing the end of their useful life, a
refinancing scenario exists where Astoria ends up as the sole
source of cash flow for Eastern Power. While Astoria has been
properly maintained, it has been in operations for more than 65
years and is primarily dispatched only during periods of peak
summer demand. That said, Moody's analysis suggests that under this
scenario, cash flow from Astoria beyond the scheduled maturity of
the new credit facilities should be sufficient to comfortably cover
annual debt service requirements particularly if one considers the
anticipated debt reduction from the sale of property and equipment
at each of Narrows and Gowanus.
OUTLOOK
The stable outlook reflects the improved outlook for capacity
prices that is expected to allow Eastern Power to generate EBITDA
in excess of $100 million over the next 12 months and allow for
meaningful debt repayment over this timeframe.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Greater than anticipated debt reduction from higher than expected
capacity pricing, further delayed retirement of Gowanus and Narrows
beyond mid-2027 or monetization of Gowanus and Narrows real estate
upon their respective shut-down could have positive rating
ramifications.
Eastern Power's rating could be downgraded should the capacity
pricing environment take a material decline over the next three
years reducing Eastern Power's ability to reduce its term loan
balance to the degree currently anticipated.
Eastern Power owns three gas-fired electric generating stations
with a combined operating capacity of approximately 1,630 megawatts
(MWs). Eastern Power is an affiliate of ArcLight Energy Partners
and is managed by Alpha Generation, LLC.
The principal methodology used in these ratings was Power
Generation Projects published in June 2023.
EASTSIDE DISTILLING: Has Until Oct. 7 to Regain Nasdaq Compliance
-----------------------------------------------------------------
Eastside Distilling, Inc. reported in a Form 8-K filed with the
Securities and Exchange Commission that on June 3, 2024 the Nasdaq
Staff extended to Oct. 7, 2024 the date by which the Company may
regain compliance with the Equity Rule.
On April 8, 2024, Eastside Distilling received a deficiency letter
from the Nasdaq Staff notifying the Company that its stockholders'
equity as reported in its Annual Report on Form 10-K for the period
ending Dec. 31, 2023, did not satisfy the continued listing
requirement under Nasdaq Listing Rule 5550(b)(1) for the Nasdaq
Capital Market, which requires that a listed company's
stockholders' equity be at least $2.5 million. As reported on its
Form 10-K, the Company's stockholders' equity as of Dec. 31, 2023
was approximately $853,000.
The notification provided Eastside Distilling a period of 45
calendar days, or until May 23, 2024, to submit a plan to regain
compliance with the Equity Rule Requirement. Eastside Distilling
submitted its plan on May 23, 2024.
The plan for returning to compliance with the Equity Rule submitted
by Eastside Distilling relies primarily on the Company's
achievement of three improvements to equity:
* Entry into a binding agreement with certain creditors
incorporating terms now set forth in a non-binding Term Sheet,
which contemplates exchange of $4.0 million of debt for
equity.
* Expanding digital can printing operations by acquiring a second
Hinterkopf D240 printing machine.
* Improving margins on spirits operations through a restructuring
of operations including but not limited to a co-packing and
supply agreement with an external party.
In the event that Eastside Distilling is unable to demonstrate
compliance with the Equity Rule as of Oct. 7, 2024, its common
stock will be subject to delisting from Nasdaq.
About Eastside Distilling
Headquartered in Portland, Oregon, Eastside Distilling, Inc. has
been producing craft spirits in Portland, Oregon since 2008. The
Company is distinguished by its highly decorated product lineup
that includes Azunia Tequilas, Burnside Whiskeys, Hue-Hue Coffee
Rum, and Portland Potato Vodkas. All Eastside spirits are crafted
from natural ingredients for highest quality and taste. Eastside's
Craft Canning + Printing subsidiary is one of the Northwest's
leading independent mobile canning, co-packing and digital can
printing businesses.
The Woodlands, TX-based M&K CPAS, PLLC, the Company's auditor since
2017, issued a "going concern" qualification in its report dated
April 1, 2024, citing that the Company suffered a net loss from
operations and used cash in operations, which raises substantial
doubt about its ability to continue as a going concern.
EMRLD BORROWER: Fitch Puts 'BB' LongTerm IDR on Watch Negative
--------------------------------------------------------------
Fitch Ratings has placed the 'BB' Long-Term Issuer Default Ratings
(IDR) for EMRLD Borrower LP (dba Copeland) and Emerald JV Holdings
LP on Ratings Watch Negative (RWN). Fitch has also placed the
'BBB-'/'RR1' rating for the ABL revolver and 'BB+'/'RR2' ratings
for the senior secured notes and term loans on RWN. This action
follows the recent announcement that Copeland will repurchase the
paid-in-kind (PIK) seller notes held by Emerson Electric (Emerson),
which had a carrying value of about $2.345 billion at the end of
March 2024 for $1.9 billion. Emerson is also selling its 40% common
equity stake in Copeland to the Blackstone-led consortium that owns
the other 60% of the company. The transaction is valued at
approximately $3.5 billion, and will be financed with a combination
of new debt and cash equity.
Assuming the seller note repurchase is funded by issuance of
incremental debt within the restricted group, this could result in
Fitch downgrading the IDR to 'B+', subject to the final
organizational and capital structure. Fitch expects to resolve the
Rating Watch on the IDR and debt-level ratings when details on
specific financing plans become available.
KEY RATING DRIVERS
Seller Note Repurchase Weakens Credit Metrics: Fitch expects
leverage of the restricted group (EMRLD Borrower LP) to increase
materially upon repurchase of the Emerson seller notes. Assuming
the repurchase is funded by incremental debt within the restricted
group, Fitch estimates that EBITDA Leverage will rise to 5.5x-6x
and EBITDA interest coverage will fall to around 2.5x, which would
be consistent with a 'B+' IDR.
Emerson's seller note is PIK and outside of the restricted group,
which Fitch treated as non-debt under its criteria for rating
Holdco PIK Shareholder Loans. The seller note is also subordinated
to third-party debt and has a longer-dated final maturity compared
to third-party debt.
Impact of Shareholder Change: Fitch believes Copeland's strong
profitability and positive FCF generation means that the company
has capacity to reduce leverage to around 5x within 3-4 years, and
management has identified opportunities for faster deleveraging.
However, Emerson's exit increases the uncertainty over Copeland's
capital allocation and financial policies, as Copeland will become
wholly owned by a Blackstone-led private equity consortium. Fitch
previously viewed Emerson's continued involvement and retention of
a 40% stake as supportive for the rating. The JV agreement gave
Emerson significant consent rights over decisions such as large
acquisitions, debt incurrences above 4x EBITDA, and distributions
to shareholders.
Business Profile Intact: Copeland's strong market position and
large operating scale, with annual revenues of more than $5 billion
and EBITDA of more than $1.2 billion, remains supportive of the
rating. The company is the clear market leader in HVACR compressors
and related solutions, with a well-recognized brand, technological
leadership and a global presence. Compressors are a mission
critical component of HVAC systems, consuming about 80% of system
power but accounting for just a small portion of overall HVAC unit
cost.
Stable Demand, Secular Tailwinds: Copeland has a long track record
of resilient operating performance through economic cycles. Its
revenues are supported by a large global installed base and
non-discretionary demand, with 80% of revenues tied to replacement
and aftermarket sales. At the same time, the company benefits from
secular growth drivers from an increased focus on sustainability
and energy efficiency, particularly in Europe where regulatory
changes are likely to accelerate the adoption of hydronic heat
pumps in lieu of boilers.
Strong Profitability: Copeland's strong and stable margin profile
reflects its technological leadership, market position and pricing
power. The company generates EBITDA margins in the
low-to-mid-twenties and pre-distribution FCF margins in the high
single-digits to low teens. This is strong, even compared to
investment-grade peers, and gives the company significant financial
flexibility. The company restructured in recent years, and
management identified additional cost savings opportunities, with
potential to further improve EBITDA margins to the high twenties.
Blackstone PIK Instrument Treated as Equity: Fitch continues to
treat the PIK-only instruments held by Blackstone as equity in
accordance with Fitch's criteria for rating Holdco PIK Shareholder
Loans. The securities are issued outside of the restricted group,
subordinated to third-party debt, and are PIK-only with no cash
payment and longer-dated final maturity compared to third-party
debt.
DERIVATION SUMMARY
Copeland's credit profile is supported by its leading market
position in the HVAC compressor market, large operating scale,
stable demand driven by replacement and aftermarket sales, and
strong free cash flow generation. Its business profile is
comparable with low-investment-grade peers such as Carrier
(BBB/Stable), Regal Rexnord (BBB-/Stable), and Vontier
(BBB-/Stable). However, the rating also reflects Fitch's
expectation of higher financial leverage and lower interest
coverage compared to the peers listed above.
KEY ASSUMPTIONS
Revenues: Flat revenues in fiscal 2024, followed by 3% revenue
growth annually from fiscal 2025 onwards.
EBITDA margins to remain stable at around 25%.
Capex: Capex will be temporarily higher in 2024-2025, driven by new
manufacturing facilities in lower cost locations and stabilize at
around 4% of revenues thereafter.
Interest Rates: SOFR assumed to be about 5% in 2025-2027, which
translates to an effective interest rate of 7%-7.3% through the
forecast period
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Conservative capital allocation and financial policy that lead to
gross debt reduction and EBITDA leverage sustained below 3.75x;
- Demonstrated progress towards executing cost savings and growth
initiatives.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
To Resolve the Negative Watch:
- Fitch will resolve the RWN upon announcement of financing
arrangements for the repurchase of the seller note.
On a pre-transaction basis to 'BB-':
- Opportunistic or aggressive financial policy that leads to EBITDA
leverage sustained above 4.25x;
- Shifting ownership and governance structure which results in a
change in capital allocation priorities;
- Operational challenges or execution problems that materially
change the investment thesis for shareholders.
LIQUIDITY AND DEBT STRUCTURE
As of March 31, 2024, Copeland's debt structure mainly consisted of
a $700 million asset-backed loan (ABL) revolver that is undrawn as
of March 31, 2024, and $5.5 billion in secured debt that matures in
2028-2030. In addition, there were two PIK instruments outside of
the restricted group, issued to Emerson and the Blackstone
consortium, which Fitch treated as non-debt in accordance with its
rating criteria.
The company's liquidity profile is adequate, with no near-term debt
maturities and capex needs that are well-covered by operating cash
flows.
ISSUER PROFILE
EMRLD Borrower LP (d.b.a. Copeland) is a leading provider of
compression products, electronics, software and solutions across
many applications within heating, ventilation, air conditioning and
refrigeration (HVACR), other heating applications, food service,
retail, transportation and healthcare/life sciences.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Emerald JV
Holdings L.P. LT IDR BB Rating Watch On BB
EMRLD Borrower LP LT IDR BB Rating Watch On BB
senior secured LT BB+ Rating Watch On RR2 BB+
senior secured LT BBB- Rating Watch On RR1 BBB-
ENDRA LIFE: Prices $8 Million Public Stock Offering
---------------------------------------------------
ENDRA Life Sciences Inc. announced that it has priced a public
offering with gross proceeds to the Company expected to be
approximately $8.0 million, before deducting placement agent fees
and other estimated expenses payable by the Company. The offering
is a best-efforts offering, with no minimum amount of securities
required to be sold.
The offering is comprised of 61,538,461 shares of the Company's
common stock (or pre-funded warrants in lieu of shares of common
stock). Each share of common stock or pre-funded warrant will be
sold with one Series A Warrant to purchase one share of common
stock at an exercise price of $0.22 per share and one Series B
Warrant to purchase one share of common stock at an exercise price
of $0.22 per share or, pursuant to an alternative cashless exercise
option, three shares of common stock at a price of $0.001 per
share. The Warrants cannot be exercised until the later of the
approval of their terms by the Company's stockholders at a
stockholders' meeting and effectiveness of an amendment to the
Company's certificate of incorporation increasing the number of
authorized shares of its common stock. The Series A Warrants will
expire on the five-year anniversary of the initial exercise date
and the Series B Warrants will expire on the two and one-half-year
anniversary of the initial exercise date.
The purchase price of each share of common stock and accompanying
Warrants is $0.13 and the purchase price of each pre-funded warrant
and accompanying Warrants will be equal to such price minus
$0.0001.
The Company intends to use the net proceeds from this offering for
working capital and general corporate purposes. This offering is
expected to close on or about June 5, 2024, subject to satisfaction
of customary closing conditions.
Craig-Hallum is acting as sole placement agent for the offering.
About ENDRA Life
Headquartered in Ann Arbor, Mich., ENDRA Life Sciences Inc. --
http://www.endrainc.com-- is developing a next-generation enhanced
ultrasound technology platform -- Thermo Acoustic Enhanced
Ultrasound, or TAEUS in order to broaden patient access to the safe
diagnosis and treatment of a number of significant medical
conditions in circumstances where expensive X-ray computed
tomography, magnetic resonance imaging technology, or other
diagnostic technologies such as surgical biopsy, are unavailable or
impractical.
As of March 31, 2024, the Company has $5.1 million in total assets,
$1.4 million in total liabilities, and total stockholders' equity
of $3.7 million.
New York, N.Y.-based RBSM LLP, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated March
28, 2024, citing that the Company has suffered recurring losses
from operations, generated negative cash flows from operating
activities, has an accumulated deficit and has stated that
substantial doubt exists about Company's ability to continue as a
going concern.
EUSHI FINANCE: Fitch Assigns 'BB+' Rating on Jr. Subordinated Notes
-------------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to EUSHI Finance Inc's
(EUSHI FI) planned fixed-to-fixed rate reset junior subordinated
notes. Proceeds from the offering will be used to repay Emera US
Finance LP's $300 million notes maturity in June 2024 and for
general corporate purposes.
The notes issued by EUSHI FI are unconditionally guaranteed by
ultimate parent Emera Inc. (Emera; BBB/Negative) and Emera U.S.
Holdings Inc. (EUSHI). The notes rank pari-passu with Emera's
existing junior subordinated notes. The securities are eligible for
50% equity credit based on Fitch's hybrid methodology. Features
supporting the equity categorization of these debentures include
their junior subordinate priority, the option to defer interest
payments on a cumulative basis for up to 10 years on each occasion
and no step-up.
The Negative Outlook on Emera continues to reflects Fitch's
expectation that leverage remains high in the short-term. Emera has
outlined a roadmap to reduce leverage but there are execution and
regulatory challenges. The Negative Outlook also reflects these
challenges, which Fitch expects to be resolved in 2024. If Emera is
able to successfully execute the plan, Fitch forecasts it could
lead to funds from operation (FFO) leverage of below 6.0x by 2025,
which Emera has committed to maintain on a forward basis. Over the
next 6 months to 8 months, if Fitch does not see a clear line of
sight of Emera reducing FFO leverage to below 6.0x by 2025 on a
sustained basis, it will likely result in a downgrade.
KEY RATING DRIVERS
Leverage Expects to Improve but Remains High Short-Term: Emera's
leverage has been high with FFO leverage around 7.1x for each of
the past four years, well above the negative sensitivity threshold.
In 2023 Emera outlined a roadmap to improve its financial measures.
The plan includes the use of asset sale proceeds to reduce
holdco-debt, issuance of equity and hybrid capital, and timely
recovery of rate base investments through new rate cases.
There are execution and regulatory risks associated with the plan
that Fitch expects to be resolved over the next 6 months to 8
months. If Emera can successfully execute the plan, Fitch forecasts
it could lead to FFO leverage of below 6.0x by 2025, which Emera
has committed to maintain on a sustained basis. Over the next 6
months to 8 months, Fitch expects to have a clear line of sight of
Emera achieving this goal. Failure to align with this goal or
inconsistent financial policy and actions to this goal will likely
result in a downgrade to Emera.
Sizeable Capex Pressures Metrics: Emera has a sizable capex of
about CAD9 billion over 2024-2026, more than twice the depreciation
expense. In addition to the capex plan, the company also identified
about CAD2.3 billion of potential additional investments. The large
capital plan will lead to higher execution risks that could
pressure credit metrics during construction.
Fitch expects Emera to execute its capital plan on time and on
budget and to fund its capital plan in a balanced manner through
parent-equity infusions, internal cash flow and utility debt.
Parent-Subsidiary Rating Linkage: Emera and its subsidiaries share
a parent-subsidiary linkage. Fitch determines Emera's Standalone
Credit Profile (SCP) based on consolidated metrics. Fitch believes
Tampa Electric Co. (TEC; A-/Negative), Peoples Gas System, Inc.
(PGS; A-/Negative) and New Mexico Gas Company, Inc. (NMGC;
BBB+/Stable) have stronger SCPs than Emera. Fitch therefore
followed the stronger subsidiary path. Emphasis is placed on
subsidiaries' status as regulated entities.
Legal ringfencing is considered porous, given the general
protections afforded by economic regulation. Porous legal
ringfencing for TEC included an authorized regulatory capital
structure provision, a local operating board and a maximum
debt-to-capitalization ratio. Porous legal ring-fencing for PGS and
NMGC includes an independent board and a maximum dividend payment
limited to 100% of earnings.
Access and control are evaluated as porous. Emera centrally manages
the treasury function for all of its entities and is the sole
source of equity. However, TEC, PGS and NMGC issue their own
short-term and long-term debt. Due to the linkage considerations,
Fitch limits the difference between Emera and its subsidiaries to
two notches.
Fitch considers TEC and PGS much stronger entities than its parent
company due to the low-business-risk nature of the utilities'
regulated operations, the strength of the regulatory environment,
and stronger credit and leverage. TEC and PGS's standalone business
profile and credit metrics could warrant a higher rating, but the
rating is constrained by Emera's consolidated rating.
Fitch also considers NMGC a stronger entity than its parent company
due to the low business-risk nature of the utility's regulated gas
operations and its stronger credit metrics and leverage. Fitch
limits the difference between Emera and NMGC to two notches.
DERIVATION SUMMARY
Emera's business risk profile as a Canadian utility holding company
is stronger than U.S. utility holding company FirstEnergy Corp.
(FirstEnergy; BBB-/Positive) and Canadian peers AltaGas Ltd.
(AltaGas; BBB/Stable) and Algonquin Power & Utilities Corp. (APUC;
BBB/Stable). FirstEnergy's rating and Outlook reflect improving
corporate governance risk. FirstEnergy benefits from greater
regulatory diversification and scale than Emera, as its regulated
utilities operate in multiple jurisdictions with generally
constructive regulation.
Like Emera, AltaGas owns a strong regulated utility, operating in
Maryland, Michigan, Virginia and Washington D.C. However, its other
investments in commodity-sensitive midstream operations carry
higher risk. APUC benefits from regulatory diversification but owns
utilities that are significantly smaller in scale than Emera's
Florida and Nova Scotia utilities and operate in less constructive
regulatory environments, with APUC's largest utility operating in
Missouri. Emera derives more than 95% of its earnings from
regulated operations, compared with AltaGas' 50% and APUC's 80%.
Emera's stronger business profile compared with its Canadian peers
is offset by its weaker credit metrics. Emera's forecast FFO
leverage, at 5.9x-6.3x in 2024-2026, is higher than 5.2x at
AltaGas, about 5.8x at APUC (upon completion of the renewable
energy group sale) and 5.3x-5.4x at FirstEnergy in 2024-2025.
Emera's sizable holding company debt of around 30% (upon completion
of asset sales and reduce leverage at hold-co level) compares with
25% at FirstEnergy. AltaGas has about 60% of debt at the corporate
level, which includes debt to fund non-regulated businesses.
KEY ASSUMPTIONS
Emera
- Successful execution of asset sales and use of proceeds to reduce
holdco-level leverage;
- Common equity and hybrid capital issuance consistent with
management guidance;
- Capital plan consistent with management projection;
- Dividend growth consistent with management guidance;
- Continued recovery of the deferred fuel balances at NSPI through
2024;
- Rate increases at other utilities reflect rate filings and
riders.
TEC
- Revenue increases for 2024 in line with those approved in the
last Tampa Electric rate case;
- Capex of about $4 billion in 2024-2026;
- Constructive outcome of 2025-2027 rate increase filings;
- Recovery of the remaining deferred fuel balances and storm costs
as approved.
NMGC
- Commission to approve new rate for 2024 that is consistent with
the recent settlement filed, including rate increase of $30
million, ROE of 9.38% and equity ratio of 52%;
- Capital spending of about $390 million in 2024-2026.
PGS
- Rate increase in 2024 in line with last rate case order;
- Capex of $1 billion from 2024-2026;
- Equity contributions/dividend payments to balance the capital
structure and support credit ratings;
- CI/BS replacement rider remains in place through forecast
period.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade
- A rating upgrade on Emera is highly unlikely over Fitch's outlook
horizon.
Factors that could, individually or collectively, lead to
stabilization of the Outlook
- Over the next 6 months to 8 months, a clear line of sight that
Emera will be able to achieve FFO leverage below 6.0x by 2025; and
- A financial policy that is consistent with maintaining FFO
leverage below 6.0x on a sustained basis going forward.
Factors that could, individually or collectively, lead to negative
rating action/downgrade
- Over the next 6 months to 8 months, no clear line of sight that
Emera would be able to achieve FFO leverage below 6.0x on a
sustained basis by 2025;
- Non-commitment to maintain FFO leverage below 6.0x on a sustain
basis beyond 2025;
- A significant deterioration in TEC's financial profile that
requires material parental support;
- Although not anticipated by Fitch, a material deterioration in
the Florida regulatory compact.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Emera and its subsidiaries have, in aggregate,
access to approximately CAD5.7 billion of long- and short-term
credit facilities, with approximately CAD3.2 billion available at
March 31, 2024. The company also had unrestricted cash balance of
about CAD258 million at March 31, 2024. Emera's syndicated credit
facilities have a financial covenant that the debt to total
capitalization ratio should be no greater than 70%. The company was
compliant with the covenant on March 31, 2024. Fitch believes
future maturities are manageable and will be refinanced upon
maturity.
ISSUER PROFILE
Emera Inc. is a diversified electric and natural gas utility
holding company that serves approximately 2.5 million customers in
Canada, the U.S. and the Caribbean.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fitch allocates 50% equity and 50% debt to the junior subordinated
notes and cumulative preferred stock at Emera.
DATE OF RELEVANT COMMITTEE
29 May 2024
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
Entity/Debt Rating
----------- ------
EUSHI Finance, Inc.
junior subordinated LT BB+ New Rating
FAIR STATE BREWING: Unsecured Creditors to Split $292K in Plan
--------------------------------------------------------------
Fair State Brewing Cooperative filed with the U.S. Bankruptcy Court
for the District of Minnesota a First Modified Plan of
Reorganization dated May 23, 2024.
Fair State was founded by Evan Sallee, Matt Hauck, and Niko Tonks
in 2013, and it opened its doors for business in September of 2014.
Fair State is a leading Minnesota-based craft brewery. It has
developed a reputation for producing high quality and innovative
beer, and its products can be found in 14 states. It was the first
brewery organized as a Cooperative Association in Minnesota, and
one of the first in the country.
Prior to filing its Bankruptcy petition, on February 13, 2024, the
Debtor filed with the Secretary of State of Minnesota Articles of
Merger with its then subsidiary, GMST, LLC and an Agreement and
Plan of Merger (collectively, the "Merger Documents") pursuant to
Section 308B.805 of the Minnesota Cooperative Associations Act and
Section 322C.1002 of the Minnesota Limited Liability Company Act.
Certain Merger Documents were later amended in subsequent filings
with the state.
The effect of the merger was to create one surviving company (Fair
State Brewing Cooperative) prior to filing of the Chapter 11 to
avoid duplicative costs for two Chapter 11 cases. Other than
intracompany debt that was resolved through the merger and the debt
to Fund Canna also known as FC Capital Holdings (treated in Class V
of the Plan) there were no significant debts of GMST. On the other
hand, there were significant assets added to the Debtor through the
merger. The merger was effective at the date and time of day that
the Plan was filed in the office of the secretary of state on
February 13, 2024 which was prepetition.
Class 13 shall consist of allowed unsecured claims not entitled to
priority and not treated in any other Class in the Plan. The
allowed claims in Class 13 are scheduled to be $ 2,287,232.98 not
including the unsecured claims in Class 4 and 9. Additional claims
may be allowed based on the rejection of executory contracts that
will increase the amount of the unsecured class of claims and any
disallowed claims will decrease the amount of unsecured claims.
The holder of a Class 13 Allowed Claim shall be paid the Pro Rata
Share of the disposable income of the company's operations over a
41 month period ending in December of 2027 in quarterly payments,
without interest starting the end of the quarter following the
Effective Date (September of 2024) Due to the cyclical nature of
Debtor's business, there will be no payments made in the first
quarter of any year. Payments to unsecured creditors will be a
total of $292,350.93.
Pursuant to Section 1190(2) of the Bankruptcy Code, if the Plan is
confirmed under Section 1191(b) of the Bankruptcy Code, all of the
future earnings will be submitted to the supervision and control of
the Subchapter V trustee as necessary for the execution of the
Plan. In that case, creditors shall be paid through Mary Sieling,
c/o Manty & Associates, 150 S 5th St. St. 3125, Minneapolis MN
55432, or via email at Mary@mantylaw.com unless the trustee
requests that they be relieved of that obligation.
In addition, if the confirmation is confirmed pursuant to section
1191(b), the trustee will remain in place for the life of the plan,
regardless of whether the trustee or the debtor make the plan
payments.
The Reorganized Debtor will provide for or pay all of the
Reorganized Debtor's expenses that would have been classified as
administrative expenses prior to confirmation in the ordinary
course of business. Debtor estimates that it's unpaid
administrative claims will be $250,000.00. Additional expenses will
arise post-confirmation for professionals to carry out the
litigation identified in the Plan or additional Avoidance Actions
or other adversary litigation.
Fair State's pipeline of active and promising business development
with new potential customers is very strong. It receives inquiries
from new potential customers on a regular basis, and it is in a
position to choose the strongest among them. This plan of
reorganization is based on conservative projections show its hemp
related business growing in excess of 20% in 2024 and providing a
solid foundation for sound cash flow after restructuring.
A full-text copy of the First Modified Plan dated May 23, 2024 is
available at https://urlcurt.com/u?l=anLFqt from PacerMonitor.com
at no charge.
Counsel for the Debtor:
Kenneth Edstrom, Esq.
SAPIENTIA LAW GROUP
120 S 6th St Ste 100
Minneapolis MN 55402
Tel: 612-756-7100
Email: kene@sapientialaw.com
About Fair State Brewing Cooperative
Fair State Brewing Cooperative is a consumer-owned brewery.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Minn. Case No. 24-30381) on February 13,
2024.
In the petition signed by D. Evan Sallee, chief executive officer,
the Debtor disclosed $6,101,388 in assets and $5,162,568 in
liabilities.
Judge Katherine A Constantine oversees the case.
Kenneth Edstrom, Esq., at SAPIENTIA LAW GROUP, is the Debtor's
legal counsel.
FAMULUS HEALTH: Seeks Chapter 11 Bankruptcy in South Carolina
-------------------------------------------------------------
Famulus Health LLC filed for chapter 11 protection in the District
of South Carolina. According to court filing, the Debtor reports
between $10 million and $50 million in debt owed to 1 and 49
creditors. The petition states funds will be available to unsecured
creditors.
About Famulus Health LLC
Famulus Health LLC -- https://www.famulushealth.com -- is a limited
liability company.
Famulus Health LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. S.C. Case No. 24-02019) on June 3, 2024.
In the petition signed by Michael Szwajkos, as manager, the Debtor
reports estimated assets between $50 million and $100 million and
estimated liabilities between $10 million and $50 million.
The Debtor is represented by:
Kevin Campbell, Esq.
Campbell Law Firm, PA
20 Towne Dr, Ste 301
Bluffton, SC 29910
FINTHRIVE SOFTWARE: AWF Marks $660,000 Loan at 38% Off
------------------------------------------------------
AllianceBernstein Global High Income Fund has marked its $660,000
loan extended to FINThrive Software Intermediate Holdings, Inc to
market at $411,470 or 62% of the outstanding amount, as of March
31, 2024, according to a disclosure contained in AWF's Form N-CSR
for the Fiscal year ended March 31, 2024, filed with the Securities
and Exchange Commission May 31, 2024.
AWF is a participant in a Bank Loan to FINThrive Software
Intermediate Holdings, Inc. The loan accrues interest at a rate of
12.19% (CME Term SOFR 1 Month + 6.75%) per annum. The loan matures
on December 17, 2029.
AWF is incorporated under the laws of the State of Maryland and is
registered under the Investment Company Act of 1940, as amended, as
a diversified, closed-end management investment company.
AWF is led by Onur Erzan, President; and Stephen M. Woetzel,
Treasurer & Chief Financial Officer. The fund can be reach
through:
Stephen M. Woetzel
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, New York 10105
Telephone: (800) 221-5672
FinThrive is a provider of revenue cycle management software
solutions to the healthcare sector.
FORWARD AIR: S&P Downgrades ICR to 'B' on Weakened Performance
--------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Forward Air
Corp. to 'B' from 'B+' and its issue-level rating on its senior
secured debt to 'B' from 'B+'.
The negative outlook reflects uncertainty around Forward's ability
to maintain FFO to debt above 6% and limit potential pressure on
liquidity, primarily given the current weakness in the freight
industry and execution risk in achieving cost synergies over the
next 12 months.
S&P said, "The downgrade primarily follows protracted weakness in
freight market conditions, and corresponding downward revision to
our estimates for Forward's credit metrics. We expect Forward's FFO
to debt to decline to around 8% (we add back the Omni transaction
costs), below our downside threshold of 10% for 2024. We expect
Forward's FFO to debt to decline to around 8%, which is below our
previous assumptions and downside threshold of 10% for 2024. We
attribute the pressure on revenue primarily to excess trucking
market capacity and continuing soft demand, which has persisted
much longer than we had anticipated. Moreover, the company's cost
profile had trended higher than we had envisioned. We now estimate
weaker operating margins inclusive of the Omni acquisition (and its
Final Mile sale), with Omni contributing earnings and cash flow
below our previous estimates. The impact highlights a significant
decline in our estimates for earnings and FFO this year, and
corresponding pressure on FFO to debt.
"We believe metrics can improve within the next 18-24 months, but
several risks remain. Forward has launched a significant
cost-savings program that we believe will likely mitigate the
impact of subdued revenues. We expect most of the savings will come
from within the Omni segment as duplicative costs are removed and
synergies are realized. This primarily includes the consolidation
of linehaul routes, facilities, and selling, general, and
administrative (SG&A) savings.
"However, Forward completed several new executive changes,
including appointing a new CEO on April 28, 2024, and interim CFO
on May 20, 2024. In our view, this contributes a degree of
uncertainty regarding the company's strategy, particularly with
respect to its integration with Omni and cost initiatives.
"Moreover, we consider the possibility of a recovery delay beyond
our current expectations that could further pressure its credit
metrics through lower FFO. An inability to generate sufficient cash
flow to repay debt and the potential reduced or loss of access to
draw on its revolving credit facility underpin our negative on the
rating.
"On a pro forma basis to include Omni and reflect the Final Mile
divestment, we expect revenue to decline around 3% (compared to
3.5% growth previously). We now expect lower growth in Forward's
expedited and intermodal segments driven by the subdued freight
environment in 2024. In expedited freight, shipments per day and
revenue per shipment has been relatively flat. We forecast its
expedited segment (we net the negative intersegment revenue
reported under eliminations) to decline around 3% (from 8%-10%
growth) in 2024. In intermodal, while drayage per shipment has been
flat over the past past three quarters, drayage shipments have
declined quarterly since the second quarter of 2022, and by 4%-5%
over the past two quarters. We forecast its intermodal segment to
decline 16% (from 8%-10% declines) in 2024. We now expect the
acquired Omni revenue (primarily freight brokering) to decline
around 1% (from 2% growth) in 2024.
"We expect Forward's reported free operating cash flow (FOCF) to be
negative $50 million in 2024. That being said, this includes around
$60 million of transaction costs associated with its acquisition of
Omni. With revenue expected to decline in all segments, EBITDA and
cash flow improvements in 2024 are now coming almost exclusively
from the announced $75 million of cost-savings initiatives (this
excludes costs to achieve), which are primarily within the Omni
segment. With the transaction costs rolling off, and if the cost
savings and integration is completed in line with management's
expectations, we believe its reported FOCF can improve to around
$95 million in 2025.
Liquidity on Forward's revolving credit facility will likely be
constrained by covenants. On Feb. 12, 2024, Forward amended its
covenants to temporarily increase its first-lien net leverage ratio
to 6x (from 4.5x), though this steps down to 5.5x in the fourth
quarter of 2024, 5.25x in the first quarter of 2025, 5x in the
second quarter of 2025, and 4.75x in the third quarter of 2025 (the
second quarter of 2024 is the first period tested). The ratio as of
the first quarter of 2024 was 5.5x, indicating around $140 million
could be drawn at quarter end without breaching. Despite $80
million of debt repaid in the first quarter of 2024, and S&P's
forecast of an additional $46 million in 2024, it doesn't believe
its EBITDA will grow to a sufficient scale within the next 12-18
months to ensure access in the future as its covenants step down.
Borrowing would still be allowed to address working capital issues
that arise intra quarter. However, any end of quarter balances will
need to be managed to ensure balances are reduced sufficiently to
maintain compliance as covenants step down. Forward currently has
$152 million of unrestricted cash ($20 million restricted) as of
the first quarter of 2024, with $155 million being allowed to net
against debt for its compliance calculation. Forward has discussed
divesting certain noncore businesses and using the proceeds to
repay debt and deleverage, which may free up borrowing capacity in
the future, though nothing is included in S&P's forecast.
S&P said, "We believe that Forward will need to focus on debt
repayment and forego shareholders returns for several years to
achieve its 4.5x net leverage target. During Forward's annual
shareholder meeting on June 3, 2024, its shareholder approved a
vote to convert its series C preferred shares, issued in
conjunction with the Omni acquisition. We view this positively for
credit metrics as these shares were considered debt-like and had a
negative impact on credit metrics. Additionally, the dividend that
would have been associated with these shares was substantial and
given Forward's cash generation, we believed these would have been
paid in kind (PIK) and therefore increased its adjusted debt
balances over time.
"The negative outlook reflects uncertainty around Forward's ability
to maintain FFO to debt above 6% given the current weakness in the
freight industry and execution risk in achieving cost synergies
over the next 12 months. The outlook also incorporates risks
regarding the company's overall liquidity position, which may
weaken beyond our expectations.
"We could further downgrade Forward Air within the next 12 months
if the current freight recession is more protracted than currently
envisioned. It could also follow lower-than-expected cost synergies
and cost savings that could result from the integration being more
expensive and lengthier than currently considered. In these
scenarios, we believe the company would be unable to achieve and
sustain an FFO-to-debt metric above 6%. A downgrade could also
follow unexpected deterioration in the company's liquidity
position, most likely from large working capital outflows required
to support its operations.
"We could revise the outlook to stable if we believe the company
can maintain its FFO/debt above 6%. This could occur if operational
performance, including revenue and cost synergies, improve in line
with our current expectations. In addition, we would expect the
company's liquidity position to stabilize, with low risk of
covenant breaches that limit future access to its credit
facility."
FREEDOM WIND: Court Directs Appointment of Examiner
---------------------------------------------------
Judge Christopher Panos of the U.S. Bankruptcy Court for the
District of Massachusetts directed the U.S. Trustee for Region 1 to
appoint an examiner in the Chapter 11 case of Freedom Wind Tunnel,
LLC.
The examiner is authorized to:
* Perform the duties of an examiner set forth in section
1106(b) of the Bankruptcy Code, only as, and to the extent such
duties directly relate to the marketing and sale of the company's
assets.
* Investigate the probability of a sale of assets of the
company's assets, including, without limitation, its facility
located at 21 Patriot Place, Foxboro, Mass. and the long-term lease
of the land on which the facility was built, that would be
beneficial to the estate and report to the court within 60 days
whether such a sale is viable and whether the company and its
management have cooperated with the examiner. The examiner shall
also report as to whether the examiner's appointment should be
terminated or if it would be in the best interests of the estate
for the examiner to remain in place through consummation of a sale
process. If a sale motion is filed within 60 days of the date of
this Order proposing a sale of substantially all operating assets
of the company, the examiner is not required to file any report. To
the extent that the examiner believes that it is appropriate to
include confidential or sensitive information as part of any
report, the examiner may include that information in a separate
report filed under seal in compliance with MLBR 9018-1.
* Market and seek offers for the purchase of the company's
Assets.
* Review and evaluate any offers received for the company's
assets, and provide copies of such offers to the company, Erland,
Hanscom, NPP and the Office of the United States Trustee within two
calendar days of their receipt.
* After consultation with the company and such other parties
as the examiner deems appropriate, but in the sole discretion of
the examiner, accept one or more offers for the purchase of the
company's assets, or any part of the assets, including the
assignment of the lease, subject in all respects to the approval of
the court.
* File such pleadings as are necessary to obtain authority
from the court to sell the company's assets, or any part of the
assets under the Bankruptcy Code and applicable rules.
* Retain professionals to assist in discharging the examiner's
duties in accordance with section 327 of the bankruptcy Code,
including, without limitation, attorneys, a broker, an investment
banker and/or such other professional necessary to market, seek
offers for and seek the authority to sell the company's assets or
any part of the assets.
About Freedom Wind Tunnel
Freedom Wind Tunnel, LLC, a company in North Attleboro, Mass.,
filed Chapter 11 petition (Bankr. D. Mass. Case No. 24-10082) on
Jan. 16, 2024. In the petition signed by Neal Gouck, authorized
representative, the Debtor disclosed $10 million to $50 million in
both assets and liabilities.
Judge Christopher J. Panos oversees the case.
The Debtor tapped Jesse I. Redlener, Esq., at Ascendant Law Group,
LLC as legal counsel; Verdolino & Lowey, PC as accountant; and TCF
Law Group, PLLC as corporate counsel.
FULCRUM LOAN: Case Summary & 10 Unsecured Creditors
---------------------------------------------------
Debtor: Fulcrum Loan Holdings, LLC
3600 Dallas Hwy. Suite 230-148
Marietta GA 30064
Business Description: The Debtor is engaged in activities related
to real estate.
Chapter 11 Petition Date: June 11, 2024
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 24-56114
Debtor's Counsel: Benjamin Keck, Esq.
KECK LEGAL, LLC
2801 Buford Highway NE Suite 115
Atlanta GA 30329
Tel: 470-826-6020
Email: bkeck@kecklegal.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ronald S. Leventhal as CEO of Manager of
Managing Member of Senior Member of Sole Member.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/OL23LYY/Fulcrum_Loan_Holdings_LLC__ganbke-24-56114__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 10 Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Fox Rothschild $358,000
999 Peachtree Street NE
Suite 1500
Atlanta, GA, 30309
2. PFS Group LLC $345,938
2993 Sandy Plains
Suite 225
Marietta, GA, 30066
3. Diversified Turf Services LTD $109,213
109 Westwood Drive
Rincon, GA, 31326
4. Liberty County Tax Commissioner $50,237
100 Main Street
Suite 1545
Hinesville, GA, 31313-3244
5. Trillist Management LLC $42,000
5887 Riverbend Circle
Atlanta, GA, 30339
6. Equipmentshare $20,318
PO BOX 650429
Dallas, TX, 75265-0429
7. Burr Forman $20,252
PO BOX 830719
Birmingham, AL, 35283-0719
8. Propump & Controls, Inc. $7,885
610 Old Mount Eden Road
Shelbyville, KY, 40065
9. Riverbend Enterprises $3,750
PO Box 76
Midway, GA, 31320
10. Naegeli Deposition and Trial $2,596
11 SW 5th Ave
Suite 2020
Portland, OR, 97204
FULCRUM TALE: Case Summary & Two Unsecured Creditors
----------------------------------------------------
Debtor: Fulcrum Tale, LLC
3600 Dallas Hwy. Suite 230-148
Marietta GA 30064
Business Description: The Debtor is engaged in activities related
to real estate.
Chapter 11 Petition Date: June 11, 2024
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 24-56115
Debtor's Counsel: Benjamin Keck, Esq.
KECK LEGAL, LLC
2801 Buford Highway NE Suite 115
Atlanta, GA 30329
Tel: 470-826-6020
E-mail: bkeck@kecklegal.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ronald S. Leventhal as manager.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/XONFVEI/Fulcrum_Tale_LLC__ganbke-24-56115__0001.0.pdf?mcid=tGE4TAMA
List of Two Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Trillist Management LLC $0
5887 Riverband Circle
Atlanta, GA, 30339
2. Liberty County Tax Commissioner
$0
100 Main Street
Suite 1545
Hinesville, GA, 31313-3244
GFH LTD: Hits Chapter 11 Bankruptcy Protection
----------------------------------------------
GFH Ltd. filed for chapter 11 protection in the Southern District
of Texas. According to court filing, the Debtor reports between $1
million and $10 million in debt owed to 1 and 49 creditors. The
petition states funds will be available to unsecured creditors.
About GFH Ltd.
GFH Ltd. is a provider of death care services.
GFH Ltd. sought relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. Tex. Case No. 24-60025) on June 1, 2024. In the
petition filed by Charles Hauboldt III, as managing member of
GFH 1 LLC, General Partner, the Debtor reports estimated assets
and liabilities between $1 million and $10 million each.
Honorable Bankruptcy Judge Christopher M Lopez handles the case.
The Debtor is represented by:
William P Haddock, Esq.
Pendergraft & Simon
2401 Houston Highway
Victoria, TX 77901
Tel: 713-528-8555
Email: lsimon@pendergraftsimon.com
GULF TILE: Amy Denton Mayer of Stichter Named Subchapter V Trustee
------------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Amy Denton Mayer of
Stichter Riedel Blain & Postler P.A. as Subchapter V trustee for
Gulf Tile Distributors of Florida, Inc.
Ms. Mayer will be paid an hourly fee of $350 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Mayer declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Amy Denton Mayer
Stichter Riedel Blain & Postler P.A.
110 East Madison Street, Suite 200
Tampa, FL 33602
Phone: (813)229-0144
Email: amayer@subvtrustee.com
About Gulf Tile Distributors of Florida
Gulf Tile Distributors of Florida, Inc. is a full-service
distributor of tile, wood, LVP, mosaics, porcelain pavers, exterior
stone, accessories, pool tile, and installation materials. The
company is based in Tampa, Fla.
Gulf Tile Distributors of Florida filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
24-03027) on May 28, 2024, with $1 million to $10 million in
assets. Lynette Garcia, secretary and shareholder, and Frank
Garcia, shareholder, signed the petition.
Judge Catherine Peek Mcewen presides over the case.
Megan Murray, Esq., at Underwood Murray, P.A. represents the Debtor
as legal counsel.
H&M II LLC: Seeks to Hire Desai Law Firm LLC as Counsel
-------------------------------------------------------
H&M II LLC seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Missouri to employ The Desai Law Firm, LLC as
counsel.
The firm's services include:
a. advising the Debtor with respect to its rights, power and
duties in this Chapter 11 case;
b. assisting and advising the Debtor in its consultations with
the Subchapter V trustee;
c. assisting the Debtor in analyzing the claims of creditors
and negotiating with such creditors;
d. assisting in the investigation of the assets, liabilities
and financial condition of the Debtor and reorganizing the Debtor's
business;
e. advising the Debtor in connection with the sale of its
assets or business;
f. assisting the Debtor in its analysis of and negotiation
with any third-party concerning matters related to, among other
things, the terms of a plan of reorganization;
g. assisting and advising the Debtor with respect to any
communications with the general creditor body regarding significant
matters in this case;
h. commencing and prosecuting necessary and appropriate
actions and proceedings on behalf of the Debtor;
i. reviewing, analyzing or preparing legal documents;
j. representing the Debtor at all hearings and other
proceedings;
k. conferring with other professional advisors in providing
advice to the Debtor;
l. performing all other necessary legal services in this case
as may be requested by the Debtor; and
m. assisting and advising the Debtor regarding pending
litigation matters in which it may be involved.
Desai Law Firm will be paid at these rates:
Partners $385 per hour
Associates $250 per hour
Paralegals $125 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Spencer Desai, Esq., a partner at Desai Law Firm, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Spencer P. Desai, Esq.
The Desai Law Firm, LLC
13321 North Outer Forty Road, Suite 300
St. Louis, MO 63017
Tel: (314) 666-9781
Fax: (314) 448-4320
Email: spd@desailawfirmllc.com
About H&M II LLC
H&M II, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Mo. Case No. 24-41817) on May 20,
2024, with up to $10 million in assets and up to $50,000 in
liabilities. Raymond McKee, manager, signed the petition.
Spencer Desai, Esq., at The Desai Law Firm represents the Debtor as
bankruptcy counsel.
HAIMIL REALTY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Haimil Realty Corp.
209 East 2nd Street
New York, NY 10009
Business Description: Haimil Realty is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: June 11, 2024
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 24-11036
Judge: Hon. Lisa G. Beckerman
Debtor's Counsel: Wayne M. Greenwald, Esq.
JACOBS P.C.
595 Madison Avenue FL 39
New York, NY 10022
Tel: (917) 513-6246
Email: wayne@jacobspc.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Menachem Haimovich as president.
The Debtor failed to attach in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/EFWQD4I/Haimil_Realty_Corp__nysbke-24-11036__0001.0.pdf?mcid=tGE4TAMA
HAUWIN ENTERPRISES: Seeks Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Hauwin Enterprises Inc. filed for chapter 11 protection in the
Southern District of Texas. 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.
About Hauwin Enterprises
Hauwin Enterprises Inc. operates in the business consulting
industry.
Hauwin Enterprises Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-60027) on May 31,
2024. In the petition filed by Charles Haudboldt, as president,
the Debtor reports estimated assets and liabilities between $1
million and $10 million each.
The Honorable Bankruptcy Judge Christopher M Lopez oversees the
case.
The Debtor is represented by:
William P Haddock, Esq.
Pendergraft & Simon
477 Waco Circle
Victoria, TX 77904
HIP II LLC: Case Summary & Two Unsecured Creditors
--------------------------------------------------
Debtor: HIP II, LLC
3600 Dallas Hwy. Suite 230-148
Marietta GA 30064
Business Description: HIP II, LLC is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: June 11, 2024
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 24-56117
Debtor's Counsel: Benjamin Keck, Esq.
KECK LEGAL, LLC
2801 Buford Highway NE Suite 115
Atlanta GA 30329
Tel: 470-826-6020
E-mail: bkeck@kecklegal.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ronald S. Leventhal as CEO of Manager of
Managing Member of S. Member.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/XVTSYVI/HIP_II_LLC__ganbke-24-56117__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Two Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Trillist Management LLC $17,930
5887 Riverbend Circle
Atlanta, GA, 30339
2. Liberty County Tax Comissiones $14,497
100 Main Street
Suite 1545
Hinesville, GA, 31313-3244
HOVNANIAN ENTERPRISES: S&P Upgrades ICR to 'B', Outlook Stable
--------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Hovnanian
Enterprises Inc. (HOV) to 'B' from 'B-'. Additionally, S&P raised
the issue-level ratings on its senior secured 1.125-lien notes and
senior secured 1.25-lien notes to 'BB-' from 'B+' and to 'BB-'from
'B' respectively. The recovery rating of '1' remains unchanged. S&P
also raised its issue-level ratings on the company's senior
unsecured notes to 'CCC+' from 'CCC'. The recovery rating of '6'
remains unchanged.
S&P said, "At the same time, we raised our rating on the company's
series A preferred debt to 'CCC' from 'CCC-', commensurate with our
expectation that the company will maintain a fixed-coverage ratio
above 2.0x and secured debt leverage ratio below 4.0x, which are
required for HOV to pay the dividend, for the foreseeable future.
The stable outlook reflects our expectation that sustained
community count growth, steady demand in home sales, and flat
EBITDA margins will support HOV's operating cash flow generation
and EBITDA interest coverage that we believe are sufficient to meet
its ongoing debt obligations, as well as maintain adequate
liquidity and debt leverage comfortably below 4x.
"We believe HOV will maintain a debt-to-EBITDA ratio of
approximately 3x over the next 12 to 24 months. We forecast EBITDA
interest coverage of above 3.5x through the end of fiscal 2024.
This has been achieved by the company's commitment to reduce its
elevated debt levels and interest expense, as demonstrated by a
reduction of over $700 million in debt since 2020. We now forecast
debt levels to be approximately $1.2 billion to $1.3 billion for
the foreseeable future. We forecast the company will generate
EBITDA of roughly $400 million-$420 million in fiscal 2024, as we
expect EBITDA to improve through growth in community counts paired
with flat closing rates and margins through 2025. We expect EBITDA
margins to remain in the 14.5% area due to elevated sales, general,
and administrative (SG&A) costs in the first half of 2024. However,
we believe HOV has retained the ability to generate leverage
metrics commensurate with a 'B' rating. As demand for housing
maintains a reasonable pace, we expect the company to maintain its
current operating performance, which will decrease adjusted debt to
EBITDA to the 3x area for fiscals 2024 and 2025 from our previous
expectations of 4x-5x. Offsetting the improvement in credit quality
from better credit metrics is our holistic view that the financial
risk profile of HOV is riskier than higher rated peers due to its
lack of access to the capital markets and a concentration of
ownership of the Hovnanian family requiring support for any major
transactions.
"We expect HOV to focus on cash flow management, which will allow
the company to grow the business through internally generated cash
flows. The company has been improving its home building and land
sale prospects, which we believe will eventually lead to positive
free operating cash flow generation and an improved competitive
advantage when compared to single B peers. Given our expectations
of improved revenue growth, we anticipate S&P Global
Ratings-adjusted leverage to remain at improved levels. In
addition, the increased income generation should allow HOV to grow
organically through internally generated cash flows which would
enable the company to increase its community count through the next
24 months. We currently expect HOV to generate operating cash flows
before working capital of at least $220 million in each of the next
two years.
"We expect demand to be stronger through the remainder of HOV's
fiscal 2024, with an increase in year-over-year closings of
approximately 8%. Although mortgage rates have remained elevated
through the first half of 2024, buyers are becoming acclimated to
the less volatile interest rate swings, as potential homebuyers'
affordability challenges are met with continued rate buydowns and
incentives on homes closed from the builders. Additionally, S&P
Global Ratings economists expect housing starts of about 1.38
million in 2024 and 1.39 million in 2025 as we forecast interest
rates to begin declining in the fourth quarter of 2024. We expect
the 30-year conventional fixed-rate mortgage to be 6.9% for 2024,
before declining to 5.6% in 2025.
"The stable rating outlook on HOV reflects our expectations that
its debt to EBITDA will remain approximately 3x through fiscal
2024, EBITDA interest coverage will remain between 3x and 4x, and
it will fund its operations with internally generated cash flows."
S&P could lower its rating on HOV to 'B-' if;
-- Debt to EBITDA approaches 4x or EBITDA to interest coverage
declines below 3x. This could occur, for example, if its EBITDA
falls to about $300 million, which represents nearly a 33% decline
from our forecast; or
-- If 24 months prior to its maturities in 2028, S&P believes the
company will be unable to refinance the debt, such that liquidity
becomes constrained, or the weighted average maturity declines
toward two years.
Although highly unlikely within the next 12 months, S&P could raise
its issuer credit rating on HOV to 'B+' if:
-- EBITDA to interest coverage increases above 6x with no sign of
degradation; and
-- Debt to EBITDA improves to below 2x; or
-- S&P believes the company's capital structure and operations are
in line with higher-rated peers with similar credit metrics.
HUTCHENS PERRY: Hires Bond Law Office as Counsel
------------------------------------------------
Hutchens Perry Enterprises, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of Arkansas to employ
Bond Law Office to handle its Chapter 11 case.
The firm will be paid at the rates of $350 per hour for attorneys,
and $100 per hour for paraprofessionals.
The firm received a retainer of $9,062, plus filing fee of $1,738.
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.
Stanley V. Bond, Esq., a partner at Bond Law Office, 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:
Stanley V. Bond, Esq.
Bond Law Office
PO Box 1893
Fayetteville, AR 72702-1893
Tel: (479) 444-0255
Fax: (479) 235-2827
Email: attybond@me.com
About Hutchens Perry Enterprises, Inc.
Hutchens Perry Enterprises, Inc. sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. W.D. Ark. Case No. 24-70811) on
May 16, 2024, with $100,001 to $500,000 in assets and $500,001 to
$1 million in liabilities.
Judge Bianca M. Rucker presides over the case.
Stanley V. Bond, Esq., at Bond Law Office represents the Debtor as
bankruptcy counsel.
IBIO INC: Closes Sale of Manufacturing Facility in Texas for $8.5MM
-------------------------------------------------------------------
iBio, Inc. announced the closing of the sale of its manufacturing
facility located in Bryan, Texas to the Board of Regents of the
Texas A&M University System for $8.5 million. Following the
issuance of pre-funded warrants having a value of $4.5 million to
the lender, Woodforest National Bank, iBio and its wholly owned
subsidiary, iBio CDMO LLC, has met all of the conditions of the
settlement agreement releasing the Company and its subsidiary of
all obligations with respect to the debt secured by the Property.
The transaction, coupled with the use of approximately $915K in
restricted cash previously held by Woodforest, eliminates
approximately $13.2 million in secured debt from iBio's balance
sheet.
"The sale of our Texas facility marks a critical milestone for iBio
- the completion of our transition from a CDMO to a
machine-learning enabled biologics company," said iBio Chief
Executive and Chief Scientific Officer Martin Brenner, Ph.D. "We
continue to strengthen our financial position with the removal of
the facility debt, which will help fuel our expansion into
cardiometabolics, advance our immuno-oncology pipeline, and support
new and existing partnerships with companies benefiting from our
machine-learning-powered discovery platform."
The sale of the manufacturing facility moves the Company's official
headquarters to San Diego, where research and development operate,
and comes on the heels of several important transactions for the
Company. In March 2024, iBio secured a $15 million private
investment from healthcare and institutional investors and
separately received proceeds of approximately $4.3 million from
exercised warrants. Further validating the capabilities of its
machine-learning drug discovery platform, iBio forged a
transformative partnership with AstralBio expanding the Company's
antibody therapeutic discovery and development into the
cardio-metabolic space and sold its early-stage PD-1 agonist
antibody to Otsuka Pharmaceuticals for cash and downstream
payments.
About iBio, Inc.
iBio -- www.ibioinc.com -- is an AI-driven innovator that develops
next-generation biopharmaceuticals using computational biology and
3D-modeling of subdominant and conformational epitopes,
prospectively enabling the discovery of new antibody treatments
for
hard to target cancers, and other diseases. iBio's mission is to
decrease drug failures, shorten drug development timelines, and
open up new frontiers against the most promising targets.
Holmdel, New Jersey-based CohnReznick LLP, the Company's auditor
since 2010, issued a "going concern" qualification in its report
dated Sept. 27, 2023, citing that the Company has suffered
recurring losses from operations and negative cash flows from
operating activities for the years ended June 30, 2023 and 2022 and
has an accumulated deficit as of June 30, 2023. These matters,
among others, raise substantial doubt about its ability to continue
as a going concern.
INDY NATIONAL: Hits Chapter 11 Bankruptcy Protection
----------------------------------------------------
Indy National Leasing LLC filed for chapter 11 protection in the
Northern District of Indiana. According to court documents, the
Debtor reports between $10 million and $50 million in debt owed to
1 and 49 creditors. The petition states funds will be available to
unsecured creditors.
About Indy National Leasing LLC
Indy National Leasing LLC is an Indiana-based trucking company.
Indy National Leasing LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Ind. Case No. 24-40138) on May
31, 2024. In the petition filed by Stefan Trifan, as sole member,
the Debtor reports estimated assets up to $50,000 and estimated
liabilities between $1 million and $10 million.
The Debtor is represented by:
Weston Erick Overturf, Esq.
Kroger Gardis & Regas, LLP
11734 W US Hwy 24
Wolcott, IN 47995
Tel: 317-777-7443
INNOVATIVE DESIGNS: CEO Fires RW Group as Auditor
-------------------------------------------------
Innovative Designs, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on June 3, 2024, the
Company's CEO dismissed RW Group, LLC as the Company's independent
registered public accounting firm. RW Group served as the
Company's independent public accounting firm since 2021. The
Company stated that its Board of Directors neither recommended nor
approved the decision to change accountants.
The audit reports of RW Group on the Company's financial statements
for the fiscal years ended Oct. 31, 2022, and 2023, did not contain
an adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principle
other than an explanatory paragraph regarding the Company's ability
to continue as a going concern.
The Company said that during its fiscal years ended Oct. 31, 2022
and 2023, and through Jan. 31, 2024, there was no disagreement with
RW Groupon any matter of accounting principles or practices,
financial statement disclosure or procedure, which disagreement, if
not resolved to the satisfaction of RW Group, would have caused it
to make a reference to the subject matter of the disagreement in
connection with its report, nor were there any "reportable events",
as such term is described in Item304(a)(1)(v) of Regulation S-K
promulgated under the Securities Act of 1934, as amended.
About Innovative Designs
Headquartered in Pittsburgh, Pennsylvania, Innovative Designs, Inc.
operates in two separate business segments: a house wrap for the
building construction industry and cold weather clothing. Both of
the Company's segment lines use products made from Insultex, which
is a low-density polyethylene semi-crystalline, closed cell foam in
which the cells are totally evacuated, with buoyancy, scent block,
and thermal resistant properties.
Kennett Square, PA-based RW Group, LLC, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
Feb. 22, 2024, citing that the Company had net losses and negative
cash flows from operations for the years ended Oct. 31, 2023 and
2022 and an accumulated deficit at Oct. 31, 2023 and 2022. These
factors raise substantial doubt about the Company's ability to
continue as a going concern for one year from the issuance date of
these financial statements.
The Company had a net loss of ($63,393) and a negative cash flow of
($102,860) for the three month period ended Jan. 31, 2024. In
addition, the Company has an accumulated deficit of ($10,700,350).
Management's plans include cash receipts through sales, sales of
Company stock, and borrowings from private parties. According to
the Company, these factors raise substantial doubt regarding the
Company's ability to continue as a going concern for a period of
one year from the issuance of these condensed financial statements.
INVIVO THERAPEUTICS: Seeks to Extend Plan Exclusivity to August 29
------------------------------------------------------------------
InVivo Therapeutics Corporation and InVivo Therapeutics Holdings
Corp. asked the U.S. Bankruptcy Court for the District of Delaware
to extend their exclusivity periods to file a plan of
reorganization and obtain acceptance thereof to August 29 and
October 28, 2024, respectively.
The Debtors explain that the size and complexities of the Chapter
11 Cases warrant extension of the Exclusive Periods. As set forth
in the First Day Declaration, the Debtors operated a publicly
traded company in a highly regulated industry. The complex nature
of the Debtors' business and assets present unique complexity to
these Chapter 11 Cases. As such, the size and complexity of these
Chapter 11 Cases warrant extension of the Exclusive Periods.
The Debtors claim that they have devoted substantial time and
effort pursuing a marketing process to maximize value for the
Debtors' estates. The far-reaching efforts expended by the Debtors
and their advisors in connection with the Sale Process required a
significant amount of time and energy.
Further, the Debtors have formulated a plan of liquidation that
maximizes recoveries for the Debtors' estates and their creditors,
and the Debtors are in the midst of soliciting votes to accept or
reject the Plan. As a result, the Debtors require additional time
for the Exclusive Periods to continue toward confirmation of the
Plan and winddown of the Debtors' estates.
The Debtors believe that it is reasonable to request an extension
of the Exclusive Periods under the circumstances. Granting the
requested extensions will afford the Debtors a full and fair
opportunity to continue their solicitation efforts and to review
and analyze the various claims filed against the Debtors and their
estates. Thereafter, the Debtors and their professionals will
devote their efforts to the winding down of the Debtors' business
pursuant to the Plan, if confirmed, without the distraction, cost
and delay of a competing plan process.
In addition to devoting a significant amount of focus to the Sale
Process, the Debtors formulated the Plan and are soliciting votes
to accept or reject the Plan. The Debtors acknowledge that any
available proceeds in these Chapter 11 Cases will need to be
distributed to the proper parties in interest in an organized
manner and as swiftly as possible. Accordingly, this factor weighs
in favor of the Court granting the relief sought herein.
Counsel to the Debtors:
Matthew B. McGuire, Esq.
Joshua B. Brooks, Esq.
George A. Williams III, Esq.
LANDIS RATH & COBB LLP
919 Market Street, Suite 1800
Wilmington, DE 19801
Telephone: (302) 467-4416
Email: mcguire@lrclaw.com
brooks@lrclaw.com
williams@lrclaw.com
About Invivo Therapeutics Corporation
InVivo Therapeutics Corporation and InVivo Therapeutics Holdings
Corp. are a research and clinical-stage biomaterials and
biotechnology company with a focus on treatment of spinal cord
injuries.
The Debtors concurrently filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
24-10137) on Feb 1, 2024. The petitions were signed by Richard
Christopher as chief financial officer. As of Sept. 30, 2023, the
Debtors reported $9,584,000 in total assets and $666,000 in total
liabilities.
Judge Mary F. Walrath presides over the cased.
The Debtors tapped Matthew B. McGuire, Esq., and Joshua B. Brooks,
Esq., at Landis Rath & Cobb, LLP as banrkuptcy attorneys; Sonoran
Capital Advisors, LLC as financial advisor; and SSG Advisors, LLC
as investment banker. Kurtzman Carson Consultants, LLC is the
Debtors' claims and noticing agent and administrative advisor.
J & S CONCEPTS: Unsecureds to Split $250K over 36 Months
--------------------------------------------------------
J & S Concepts LLC, Party Fowl Murfreesboro LLC, Party Fowl
Donelson LLC, and Party Fowl Cool Springs LLC submitted a First
Amended Joint Chapter 11 Plan of Reorganization dated May 23,
2024.
The Debtors are collectively referred to as Party Fowl. Party Fowl
is a Nashville-based hot chicken restaurant concept.
While it has expanded over the past ten years, Party Fowl is not a
franchise. Instead, each location, each Debtor in these jointly
administered cases, has always been owned and operated by the
original team of Austin Smith and Nick Jacobson, and each location
is under the culinary supervision of Party Fowl's original
Executive Chef, Bart Pickens. Consistency and continuity have been
integral to Party Fowl’s success and growth.
During the pendency of these cases, the decision was made to
permanently close the Chattanooga and Destin locations. These
closing decisions were not easy, as the Party Fowl ownership still
fully believes in the products and services delivered by the Party
Fowl brand. However, upon detailed financial review and assessment,
it was determined that limiting the operations to only the
locations that can be self sustainable provides the greatest chance
to keep the Party Fowl brand in place for the future.
Since filing the first Joint Plan, Debtors have faced decreased
revenues across all locations, resulting in reduced revenue
projections over the life of the Plan. Debtors have made
operational changes to reduce cost of goods sold, payroll, and
other expenses in order to project a feasible plan that satisfies
the requirements of the Bankruptcy Code while acknowledging the
current cash reality facing Debtors' operations and the casual
restaurant industry as a whole.
The Debtors anticipate that substantially all of Debtors' revenues
plus existing cash as of the Effective Date plus recovery on Causes
of Action plus Exit Financing from the Debtors' Debtor-in
Possession lender will be used to make the payments required by
this Plan. Each Debtor's cash budget includes a running line item
of available cash demonstrating the ability to satisfy the
obligations under this Plan.
This Plan of Reorganization proposes to pay the Claimants of each
Debtor from cash flow from business operations and/or Causes of
Action as set forth herein.
Non-priority general unsecured Claimants in Class 9 will receive
pro rata distributions of $250,000. This Plan also provides for the
payment of administrative and priority claims.
Class 9 consists of all Allowed Unsecured Claims against any of the
Debtors, other than those claims that are separately classified.
Beginning on or before the second anniversary of the Effective
Date, and for the first day of each month thereafter, the
respective Debtors shall make equal monthly amortized payments of
principal and interest sufficient to pay the Allowed Class 9 Claims
a pro rata share of $250,000 [$60,000 for J & S; $40,000 for PF
Murfreesboro; $150,000 for PF Donelson] over a period of 36 months.
Debtor may pay the remaining balance of the obligations to this
class in whole or in part at any time without penalty.
The Class 9 Claimants shall be entitled to payment only after their
Claim becomes an Allowed Claim. Upon entry of a Final Order
creating an Allowed Claim from a Disputed Claim, the Class 9
Claimants shall be paid promptly the total amount of installment
payments that would have been due on their Claims if they had been
Allowed as of the Effective Date.
Class 10 consists of all Claims held by holders of Allowed
Unsecured Claims to which each individual creditor would receive an
aggregate distribution of less than $500 on all Claims against the
respective Debtor's estate. Each Debtor shall pay the full
respective Plan distribution to each holder of a Class 10 Claim
within 30 calendar days following the Effective Date.
Class 11 consists of all Claims held by insiders of the Debtors,
which Claims shall be Allowed in full. Debtors shall make no
distributions to any holders of Claims in this Class.
The Class 11 Claims also consist of the ownership interests of
Nicholas Jacobson and Austin Smith in the Debtor. Messrs. Jacobson
and Smith shall retain all ownership interests in the Reorganized
Debtors, and Debtor shall retain its ownership interest in all
assets owned by Debtors prior to the Petition Date. In
consideration for retained ownership interest, each of Messrs.
Jacobson and Smith shall waive all affirmative rights to payment on
all member loans and other amounts that might be due from Debtors.
The Debtor anticipates the ability to successfully complete the
obligations under this Plan and that this Plan is feasible. The
obligations set forth in this Plan shall be satisfied from cash
proceeds generated from Debtor's continued operations, any
available cash reserves, and recovery from Causes of Action.
Together, these sources will provide Debtor with sufficient cash
flow to make all payments due under this Plan.
A full-text copy of the First Amended Plan dated May 23, 2024 is
available at https://urlcurt.com/u?l=tXOIwA from PacerMonitor.com
at no charge.
Counsel for the Debtors:
Henry E. "Ned" Hildebrand IV, Esq.
R. Alex Payne, Esq.
Gray Waldron, Esq.
DUNHAM HILDEBRAND, PLLC
2416 21st Avenue South, Suite 303
Nashville, TN 37212
Tel: (629) 777-6539
Email: alex@dhnashville.com
gray@dhnashville.com
ned@dhnashville.com
About J & S Concepts
J & S Concepts, LLC, and its affiliates filed petitions under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Tenn.
Lead Case No. 24-00066) on Jan. 9, 2024. The affiliates are Party
Fowl Cool Springs LLC, Party Fowl Murfreesboro LLC, Party Fowl
Destin LLC, Party Fowl Donelson LLC, and Party Fowl Hamilton Place,
LLC.
At the time of the filing, J & S Concepts reported as much as
$50,000 in assets and $1 million to $10 million in liabilities.
Denis Graham "Gray" Waldron, Esq., at Dunham Hildebrand, PLLC, is
the Debtors' legal counsel.
JACKSON HOSPITAL: S&P Places 'BB-' Bond Rating on Watch Negative
----------------------------------------------------------------
S&P Global Ratings placed its 'BB-' long-term rating on The Medical
Clinic Board of the City of Montgomery, Ala.'s series 2015 bonds
issued for Jackson Hospital & Clinic (Jackson) on CreditWatch with
negative implications.
"The CreditWatch placement reflects our view that there is a
one-in-two likelihood of a single- or multi-notch downgrade within
the next 90 days," said S&P Global Ratings credit analyst Marc
Arcas. "This follows a recent public notice of a technical event of
default resulting from Jackson's failure to make monthly
bond-related payments to the bond trustee as mandated per the
series 2015 lease agreement." While the funds that Jackson pays to
the bond trustee are eventually used to pay bondholders, S&P notes
that no payments to bondholders have been missed as of June 2024.
The next interest payment date is Sept. 1, 2024.
The CreditWatch placement also reflects a lack of sufficient
financial information, and S&P believes that there could be
financial deterioration that affects its view of Jackson's credit
quality.
S&P said, "As of June 2024, Jackson has not yet produced audited
financial statements for the fiscal years ended Dec. 31, 2022 nor
2023, and the organization has not provided any interim financial
statements subsequent to Dec. 31, 2023, which we view as increased
internal control risk under our environmental, social, and
governance framework. Jackson's most recent chief financial officer
(CFO) is no longer with the organization as of the past few weeks
and there is an interim CFO, which in our view adds further risk
given a lack of stability in leadership during a time of financial
pressure."
Environmental, social, and governance (ESG) credit factors for this
change in credit rating/outlook and/or CreditWatch status:
-Governance -- risk management, culture, and oversight
JARBAI LLC: Case Summary & Two Unsecured Creditors
--------------------------------------------------
Debtor: Jarbai, LLC
3600 Dallas Hwy. Suite 230-148
Marietta GA 30064
Business Description: The Debtor is engaged in activities related
to real estate.
Chapter 11 Petition Date: June 11, 2024
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 24-56157
Debtor's Counsel: Benjamin Keck, Esq.
KECK LEGAL, LLC
2801 Buford Highway NE Suite 115
Atlanta GA 30329
Tel: 470-826-6020
Email: bkeck@keckegal.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ronald S. Leventhal as CEO of Manager of
Managing Member of S. Member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/YHUOUEQ/JARBAI_LLC__ganbke-24-56157__0001.0.pdf?mcid=tGE4TAMA
JERUSALEM FOOD: Joseph Schwartz Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Joseph Schwartz
Esq., at Riker Danzig Scherer Hyland & Perretti, LLP, as Subchapter
V trustee for Jerusalem Food Services, Inc.
Mr. Schwartz will be paid an hourly fee of $400 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Schwartz declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Joseph L. Schwartz, Esq.
Riker Danzig Scherer Hyland & Perretti, LLP
One Speedwell Avenue,
Morristown, NJ 07962-1981
Phone: (973) 451-8506
Email: jschwartz@riker.com
About Jerusalem Food Services
Jerusalem Food Services, Inc. owns and operates full-service
restaurants in Livingston, N.J.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Case No. 24-15349) on May 27, 2024,
with $62,987 in assets and $1,018,117 in liabilities. David
Matthew, president, signed the petition.
Herbert K. Ryder, Esq., at the Law Offices of Herbert K. Ryder, LLC
represents the Debtor as legal counsel.
JL TEXAS PALLETS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: JL Texas Pallets & Logistics LLC
632 Northew Street
Houston, TX 77091
Business Description: The Debtor is a manufacturer of new custom
pallets, new specialty custom pallets, heavy
duty pallets, block pallets, and new
standard pallets.
Chapter 11 Petition Date: June 11, 2024
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 24-32719
Judge: Hon. Jeffrey P. Norman
Debtor's Counsel: Robert C Lane, Esq.
THE LANE LAW FIRM
6200 Savoy Dr Ste 1150
Houston TX 77036-3369
Tel: (713) 595-8200
Fax: (713) 595-8201
E-mail: notifications@lanelaw.com
Total Assets: $262,449
Total Liabilities: $1,433,917
The petition was signed by Jerry Marshall as JSM member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/36SG3VI/JL_Texas_Pallets__Logistics_LLC__txsbke-24-32719__0001.0.pdf?mcid=tGE4TAMA
KEYSTONE MANAGEMENT: Jerrett McConnell Named Subchapter V Trustee
-----------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Jerrett McConnell, Esq.,
at McConnell Law Group, P.A. as Subchapter V trustee for Keystone
Management Group, LLC.
Mr. McConnell will be paid an hourly fee of $350 for his services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. McConnell declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jerrett M. McConnell, Esq.
McConnell Law Group, P.A.
6100 Greenland Rd., Unit 603
Jacksonville, FL 32258
Phone: (904) 570-9180
Email: info@mcconnelllawgroup.com
About Keystone Management Group
Keystone Management Group, LLC sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01506) on
May 28, 2024, with up to $500,000 in assets and up to $50,000 in
liabilities.
Judge Jacob A. Brown presides over the case.
Eric D. Jacobs, Esq., at Venable LLP represents the Debtor as legal
counsel.
KUMAS HOLDINGS: Case Summary & One Unsecured Creditor
-----------------------------------------------------
Debtor: Kumas Holdings, LLC
2900 W. Belmont Ave.
Chicago, IL 60618
Chapter 11 Petition Date: June 11, 2024
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 24-08599
Judge: Hon. Deborah L. Thorne
Debtor's Counsel: David K. Welch, Esq.
BURKE, WARREN, MACKAY & SERRITELLA, P.C.
330 N. Wabash
21st Floor
Chicago, IL 60611
Tel: 312-840-7122
Email: dwelch@burkelaw.com
Estimated Assets: $50,000 to $100,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ronald R. Cain as managing member.
The Debtor listed U.S. Small Business Adminisration located at 500
W. Madison St., Suite 1150, Chicago, IL 60661 as its sole unsecured
creditor holding a claim of $845,682 for COVID EIDL loan.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/RQNPJ5A/Kumas_Holdings_LLC__ilnbke-24-08599__0001.0.pdf?mcid=tGE4TAMA
LADRX CORP: Mutually Agrees to Terminate Aldoxorubicin License
--------------------------------------------------------------
LadRx Corporation announced that the Company and NantCell, Inc.,
together with NantCell's parent company ImmunityBio, Inc., have
agreed to a mutual termination of the license of aldoxorubicin
entered into in 2017.
With the termination of the license agreement between LadRx and
NantCell, LadRx regains control of aldoxorubicin. In 2023, LadRx
transferred the royalty and milestone rights of arimoclomol and
aldoxorubicin to XOMA Corporation (NASDAQ: XOMA) in exchange for $5
million in upfront gross proceeds, up to an additional $2 million
for milestones related to arimoclomol and $5 million for milestones
related to aldoxorubicin. XOMA consented to the mutual termination
of the LadRx-NantCell agreement in order to facilitate the return
of the program to LadRx. In parallel, LadRx and XOMA have amended
their 2023 Royalty Purchase Agreement to provide XOMA with a
low-single-digit synthetic royalty on aldoxorubicin and a
mid-single-digit percentage of any economics derived by LadRx from
future out-license agreements related to aldoxorubicin. The
agreement between LadRx and XOMA regarding future royalties and
milestones associated with arimoclomol is not affected by the
termination of the aldoxorubicin license between LadRx and
NantCell.
Stephen Snowdy, PhD, CEO of LadRx commented, "We are excited to
have aldoxorubicin back in-house. Aldoxorubicin is the first
LADR-based drug to reach the clinic and was shown in multiple
clinical studies to have lower cardiotoxicity compared to
doxorubicin while showing promise of efficacy in a Phase II trial
in advanced soft tissue sarcoma. Aldoxorubicin also proved the
premise of LADR-based drugs that targeting chemotoxins via the LADR
backbone allows for several-fold higher dosing of chemotherapeutic
drugs."
Dr. Snowdy continued, "We congratulate ImmunityBio on their recent
successes with their immunity-based products and certainly
understand their going-forward focus on those modalities. Over the
coming months, we will be reviewing the pre-clinical and clinical
data for aldoxorubicin and plotting a path forward for its
continued clinical development. Meanwhile, we continue to march
LADR-7 towards the clinic and remain on track for filing an IND
application for LADR-7 in the third or fourth quarter of 2024."
About LadRx Corp
LadRx Corporation is a biopharmaceutical company developing new
therapeutics to treat patients with cancer. The Company's focus is
on the discovery, research and clinical development of novel
anti-cancer drug candidates that employ novel technologies that
target chemotherapeutic drugs to solid tumors and reduce off-target
toxicities. LadRx Corporation's website is www.ladrxcorp.com.
Los Angeles, Calif.-based Weinberg & Company, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated March 27, 2024, citing that the Company has no recurring
source of revenue, has incurred recurring operating losses and
negative operating cash flows since inception and has an
accumulated deficit at December 31, 2023. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
LIVEONE INC: Extends Maturity of East West Bank Note to Sept. 2
---------------------------------------------------------------
LiveOne, Inc. reported in a Form 8-K filed with the Securities and
Exchange Commission that on May 31, 2024, it extended the maturity
date of its promissory note issued to East West Bank, underlying
the Company's asset-backed loan credit facility with EWB, to Sept.
2, 2024.
About LiveOne
Headquartered in Los Angeles, California, LiveOne, Inc. (NASDAQ:
LVO) (formerly known as LiveXLive Media, Inc.) is engaged in the
acquisition, distribution and monetization of live music, Internet
radio, podcasting and music-related streaming and video content.
Its principal operations and decision-making functions are located
in North America.
LiveOne reported a net loss of $10.02 million for the year ended
March 31, 2023, compared to a net loss of $43.91 million for the
year ended March 31, 2022. As of Dec. 31, 2023, the Company had
$65.83 million in total assets, $56.64 million in total
liabilities, $4.93 million in mezzanine equity, and $4.25 million
in total equity.
The Company has a history of losses and incurred a net loss of
$10.7 million for the nine months ended Dec. 31, 2023, and cash
provided by operating activities of $3.8 million for the nine
months ended Dec. 31, 2023, and had a working capital deficiency of
$21.5 million as of Dec. 31, 2023. The Company said in its
Quarterly Report for the period ended Dec. 31, 2023, that these
factors, among others, raise substantial doubt about its ability to
continue as a going concern.
LLT MANAGEMENT: AWKO Backs Prepack Bankruptcy Plan
--------------------------------------------------
Aylstock, Witkin, Kreis and Overholtz, PLC on June 11 announced
that it will support efforts to resolve the talcum powder
litigation against Johnson & Johnson via a consensual prepackaged
bankruptcy plan. In May 2024, J&J announced that its subsidiary LLT
Management LLC was proposing a prepackaged plan of reorganization
to resolve its talc-related liabilities. Under the terms of the
plan, a trust would be funded with over $5.4 billion in the first
three years and more than $8 billion over the course of 25 years,
which J&J calculates to have a net present value of $6.475
billion.
AWKO had previously vigorously opposed J&J's prior efforts to
resolve the talcum powder litigation through a forced bankruptcy
plan as insufficient for the needs of the plaintiffs who had
brought claims related to ovarian cancer. After a thorough review
of the plan and plan documents, AWKO believes that this consensual
plan represents material improvement over the prior plans. While
any settlement is by definition a compromise, AWKO believes that
this arrangement, if approved, would secure meaningful, timely
recoveries for eligible clients who have been injured by J&J's
talcum powder. In light of its approval of the current settlement
through the prepackaged plan of reorganization, AWKO will be
withdrawing its appeal to the prior bankruptcy.
The plan, as proposed by J&J, allocates substantial resources to
compensate injured clients, including an upfront $2 billion
contribution into the trust, and provides a near-term path to
recovery for many individuals. According to the plan's disclosures,
historical settlements for ovarian-cancer talc cases by J&J have
ranged from "$50,000 to $80,000" net of certain costs. The plan
estimates that similar cases would receive "an average recovery of
between $50,000 and $200,000, with an average value between $75,000
and $150,000 being more likely" if the plan is confirmed.
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.
3rd Try
In May 2024, J&J announced its subsidiary LLT Management LLC is
soliciting support for a consensual prepackaged bankruptcy plan to
resolve its talc-related liabilities. Under the terms of the plan,
a trust would be funded with over $5.4 billion in the first three
years and more than $8 billion over the course of 25 years, which
J&J calculates to have a net present value of $6.475 billion.
Claimants must cast their vote to accept or reject the Plan by 4:00
p.m. (Central Time) on July 26, 2024. A solicitation package may
be requested at www.OfficialTalcClaims.com or by calling
1-888-431-4056. 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 in a bankruptcy court in Texas or in the bankruptcy court of
another jurisdiction. Epiq Corporate Restructuring, LLC is serving
as balloting and solicitation agent for LLT Management LLC.
LOOPSTER'S TOWING: Unsecureds to Split $18,500 in Consensual Plan
-----------------------------------------------------------------
Loopster's Towing and Collision, Inc., filed with the U.S.
Bankruptcy Court for the Middle District of Florida a Plan of
Reorganization dated May 23, 2024.
The Debtor is a Florida profit corporation organized by Articles of
Incorporation filed with the Florida Secretary of State on February
13, 2008. The Debtor is a vehicle towing company that has served
the Silver Springs, Ocala, and greater Central Florida region since
2008.
The Debtor primarily works for AAA. The Debtor's principal place of
business is located at 14055 E. Highway 40, Silver Springs,
Florida, 34488, which is owned by the Debtor and encumbered by a
mortgage owed to Amando and Rita Lopez (non-insiders).
The Debtor's projected Disposable Income over the life of the Plan
is $18,147.
Class 4 consists of the Allowed Unsecured Claims against the
Debtor. This Class is Impaired.
* Consensual Plan Treatment: The liquidation value or amount
that unsecured creditors would receive in a hypothetical chapter 7
case is approximately $0.00. Accordingly, the Debtor proposes to
pay unsecured creditors the lesser of all outstanding claims in
full or a pro rata portion of $18,500.00. Payments will be made in
equal quarterly payments of $1,541.67. Payments shall commence on
the fifteenth day of the month, on the first month that after the
Effective Date and shall continue quarterly for eleven additional
quarters. Pursuant to Section 1191 of the Bankruptcy Code, the
value to be distributed to unsecured creditors is greater than the
Debtor's projected disposable income to be received in the 3-year
period beginning on the date that the first payment is due under
the plan. Holders of Class 4 claims shall be paid directly by the
Debtor.
* Nonconsensual Plan Treatment: The liquidation value or
amount that unsecured creditors would receive in a hypothetical
chapter 7 case is approximately $0.00. Accordingly, the Debtor
proposes to pay unsecured creditors the lesser of all outstanding
claims in full or a pro rata portion of $18,147.00 its projected
Disposable Income. If the Debtor remains in possession, plan
payments shall include the Subchapter V Trustee's administrative
fee which will be billed hourly at the Subchapter V Trustee's then
current allowable blended rate. Plan Payments shall commence on the
fifteenth day of the month, on the first month that is twelve
months after the Effective Date and shall continue annually for two
additional years. The initial projected annual payment shall be
$7,626.00. Holders of Class 4 claims shall be paid directly by the
Debtor.
Class 5 consists of any and all equity interests and warrants
currently issued or authorized in the Debtor. This Class is
Unimpaired. Holders of a Class 7 interests shall retain their full
equity interest in the same amounts, percentages, manner and
structure as existed on the Petition Date.
The Plan contemplates that the Reorganized Debtor will continue to
operate the Debtor’s business.
Except as explicitly set forth in this Plan, all cash in excess of
operating expenses generated from operation until the Effective
Date will be used for Plan Payments or Plan implementation, cash on
hand as of Confirmation shall be available for Administrative
Expenses.
A full-text copy of the Plan of Reorganization dated May 23, 2024
is available at https://urlcurt.com/u?l=W9P5go from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Jeffrey S. Ainsworth, Esq.
Jacob D. Flentke, Esq.
BransonLaw, PLLC
1501 E. Concord St.
Orlando, FL 32803
Telephone: (407) 894-6834
Facsimile: (407) 894-8559
Email: jeff@bransonlaw.com
jacob@bransonlaw.com
About Loopster's Towing and Collision
Loopster's Towing and Collision, Inc., is a vehicle towing company
that has served the Silver Springs, Ocala, and greater Central
Florida region since 2008.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 24-00532) on February 23, 2024,
with $100,001 to $500,000 in assets and $500,001 to $1 million in
liabilities.
Judge Jason A. Burgess oversees the case.
Jeffrey Ainsworth, Esq., at Bransonlaw, PLLC, is the Debtor's legal
counsel.
LTL MANAGEMENT: Jury Orders J&J to Pay Baby Powder User $260M
-------------------------------------------------------------
Jef Feeley of Bloomberg New reports that Johnson & Johnson was
ordered by an Oregon jury to pay $260 million to a woman who blamed
her cancer on life-long use of the company's baby powder as the
drugmaker strives to wrap-up litigation over the now-withdrawn
product.
The state-court jury in Portland, Oregon, found late Monday that
J&J was responsible for Kyung Lee's mesothelioma – a cancer tied
to asbestos exposure — and awarded her $200 million in
compensatory damages and $60 million in punitive damages. Lee was
diagnosed with the often-fatal cancer last year at age 48. She
argued J&J's talc-based baby powder was tainted with asbestos.
"For years, Kyung and her family used Johnson & Johnson's Baby
Powder not having any idea it could lead to a life-ending illness,"
Ben Adams, one of her lawyers, said in an emailed statement.
"Today, Ms. Lee was able to see justice and secure a future for her
family after she is gone."
J&J now faces more than 61,000 suits blaming talc for different
types of cancers. Many of the cases have been consolidated before a
federal judge in New Jersey. Other cases are set to start trial in
state courts. Jurors in state court in Dallas will begin hearing
evidence in another talc trial next week.
The verdict comes as J&J pushes forward with an effort to persuade
users of the baby powder to back an $11 billion settlement of all
current and future lawsuits that would be facilitated by another
bankruptcy filing by a J&J unit. Starting this week, consumers can
vote to support the deal as part of preparations for a third
bankruptcy filing.
J&J officials said they'd appeal the Oregon verdict and are
confident it will be thrown out.
"The verdict is irreconcilable with the decades of independent
scientific evaluations confirming talc is safe, does not contain
asbestos, and does not cause cancer," Erik Haas, worldwide vice
president of litigation, said in a statement.
J&J, based in New Brunswick, New Jersey, pulled its talc-based
powders off the market in the US and Canada in 2020, citing
slipping sales. The world's largest maker of health-care products
replaced talc with a cornstarch-based version. The company vowed to
get all its talc-based baby powders off the market worldwide by the
end of last year.
J&J has steadfastly maintained talc doesn't cause cancer and that
it has appropriately marketed its baby powder for more than 100
years. The company has spent billions settling other mesothelioma
cases to clear the way for a new bid to use the bankruptcy courts
to resolve the talc litigation.
This time around, the world's largest maker of health-care products
seeks a so-called "pre-packaged" bankruptcy under rules allowing
companies to speed through Chapter 11 cases if they have enough
creditor support. In bankruptcy court, tort plaintiffs are
converted into unsecured creditors.
The new plan calls for the company to pay $6.48 billion over 25
years to resolve the ovarian cancer claims, though it's unclear
what portion will be set aside for current cases and how much would
be placed in a trust for future claims. Consumers have eight weeks
to decide whether to back the offer.
"We fully expect to secure a favorable vote, as the plan is in the
best interests of claimants," Haas noted in an emailed statement.
"The time has come to end this litigation."
Some lawyers for former baby powder users oppose the deal, saying
it provides paltry payouts and will wrongfully force settlements
upon injured consumers.
"J&J is moving forward with its third bankruptcy in less than three
years," Andy Birchfield, a lawyer for former baby powder users,
said in a statement. "At the same time, an Oregon jury sends a
clear message about the seriousness of J&J’s talc problem. J&J
needs to get the message: don't strip women of their right" to
their day in court.
The Oregon case is Lee v. Johnson & Johnson, 23CV400369, Fourth
Judicial District Circuit Court for Multnomah County, Oregon
(Portland).
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.
LUSSO APARTMENTS: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
On June 01, 2024 Lusso Apartments LLC filed for chapter 11
protection in the District of Utah. According to court documents,
the Debtor reports between $10 million and $50 million in debt owed
to 50 and 99 creditors. The petition states funds will be available
to unsecured creditors.
About Lusso Apartments LLC
Lusso Apartments LLC is a Single Asset Real Estate (as defined in
11 U.S.C. Sec. 101(51B)).
On June 1, 2024 Lusso Apartments LLC filed for chapter 11
protection (Bankr. D. Utah Case No. 24-22672). In the petition
filed by Donovan Gilliland, as manager, the Debtor reported assets
and liabilities between $10 million and $50 million.
The Honorable Bankruptcy Judge Peggy Hunt oversees the case.
The Debtor is represented by:
Jared B. Pearson, Esq.
111 East Broadway, Suite 310
Salt Lake City, UT 84111
MEDICAL DEPOT: S&P Affirms 'CCC+' ICR After Maturity Extension
--------------------------------------------------------------
S&P Global Ratings affirmed its 'CCC+' issuer credit rating and all
its other ratings on U.S.-based Medical Depot Holdings Inc.
The negative outlook on Medical Depot reflects its persistently
high leverage and limited cash flow generation absent the benefit
from (payment-in-kind) PIK interest on its term loan and preferred
shares, and the refinancing risk associated with its debt
maturities in 2026.
The amend-and-extend transaction lessens near-term refinancing
risk. The agreement extends the maturity of its super-priority and
first-lien term loans by one year to June 2026. S&P said, "We do
not believe lenders are significantly disadvantaged by the
transaction since the maturity extensions were at par and
consenting lenders received a 50-basis points (BPs) fee for
extending maturities by one year, which we believe provides
adequate compensation. Furthermore, there were no other changes to
the terms of the existing agreement. As part of the transaction,
approximately $20 million of the existing term loan was not
extended and matures in June 2025. However, we believe the company
will have sufficient liquidity to repay the outstanding balance at
maturity."
The 'CCC+' rating reflects the company's high leverage and limited,
albeit improving, cash flow generation. S&P said, "We believe the
maturity extension provides a modest near-term benefit to Medical
Depot's credit profile. However, we still expect its credit metrics
to be weak including leverage remaining elevated at about 10x and
near break-even cash flow absent the benefit from PIK interest on
its term loan and preferred shares."
S&P said, "Our forecast reflects our expectation for an improving
demand for North American durable medical equipment (DME) and
better supply chain conditions, supporting low single-digit
top-line growth in 2024. Additionally, we expect the company to
exhibit modest margin improvement of about 100 bps as it continues
to benefit from lower inbound freight contracts and productivity
initiatives. Still, leverage is likely to remain elevated over the
next couple of years as EBITDA growth is mostly offset by rising
debt balances owing to the PIK portions of its interest
obligations. Furthermore, while we anticipate Medical Depot will
generate positive reported free operating cash flow (FOCF) of $20
million-$30 million in 2024, our projected cash flows are somewhat
overstated due to the PIK payments, and would otherwise be closer
to break-even if the interest on the term loans were cash pay."
The negative outlook on Medical Depot reflects its persistently
high leverage and limited cash flow generation absent the benefit
from PIK interest on its term loan and preferred shares, and the
refinancing risk associated with its debt maturities in 2026.
S&P could lower its rating on Medical Depot if:
-- Its operating performance deteriorates and S&P expects it to
sustain free cash flow deficits, constraining its ability to cover
its financial obligations over the subsequent 12 months; or
-- The company completes another debt modification that S&P views
as a distressed exchange or payment default.
S&P said, "We could revise our outlook on Medical Depot to stable
if it consistently improves its operational performance such that
we believe the risk of another debt restructuring has decreased.
This would include a continuous improvement in its liquidity
position, which would provide the company more time to pursue the
operational improvements that could render its capital structure as
sustainable over the longer term.
"Governance factors are a moderately negative consideration in our
credit rating analysis. Our highly leveraged assessment of the
company's financial risk profile reflects its corporate
decision-making that prioritizes the interests of its controlling
owners, which is in line with our view of the majority of rated
entities owned by private-equity sponsors. Our assessment also
reflects private-equity owners' generally finite holding periods
and focus on maximizing shareholder returns."
METAL CHECK: M.R. High Inc. Seeks Appointment of Examiner
---------------------------------------------------------
Secured Creditor M.R. High, Inc. filed with the U.S. Bankruptcy
Court for the Western District of Oklahoma a motion to appoint an
examiner in the Chapter 11 cases of Diana Kay Salazar and her
company, Metal Check, Inc.
During the course of the bankruptcy proceedings, the Oklahoma
Department of Environmental Quality (DEQ) issued a warning letter
to Metal Check regarding the improper dumping of motor oil, fluids,
and lubricants. On Jan. 11, 2024, the company filed a motion to
approve compromise of controversy with the DEQ. An order granting
the motion was entered on Feb. 5.
M.R. High claimed that since the entry of the DEQ order, very
little has been reported by the company to test the soil of the
contaminated property to determine the extent of the pollution and
the extent of the remediation required to clean up the real
property. The delay in testing has hampered any ability for the
company to reorganize. An examiner would investigate the activity
of Metal Check in complying with the DEQ order and remediating the
pollution.
M.R. High pointed out that during the course of the Sub Chapter V
cases, Ms. Salazar submitted monthly operating reports that
disclose her lavish lifestyle. Ms. Salazar owns and drives a
Mercedes Benz vehicle valued at over $150,000; lives in Nichols
Hills in a home she values at $1.368 million; and earns a monthly
income of $28,600 to $37,800 as owner of the company, according to
the secured creditor.
M.R. High said that Ms. Salazar's "lavish lifestyle" was pointed
out by the Office of the U.S. Trustee in its objection to
confirmation of her plan of reorganization and her inability to
account for the income she has received. An examiner would
investigate the accounting practices of Ms. Salazar and her
company, M.R. High further said.
Attorney for M.R. High, Inc.:
Douglas N. Gould, Esq.
5500 N. Western Ave., Ste. 150
Oklahoma City, OK 73118
Phone: 405.286.3338
Email: dg@dgouldlaw.net
About Metal Check
Metal Check, Inc., a company in Oklahoma City, filed a petition
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D.
Okla. Case No. 23-11279) on May 16, 2023, with $841,675 in assets
and $2,033,069 in liabilities. Stephen Moriarty, Esq., at Fellers
Snider Blankenship Bailey & Tippens, PC has been appointed as
Subchapter V trustee.
Judge Janice D. Loyd oversees the case.
The Debtor tapped Mike Rose, Esq., at Michael J Rose, PC as legal
counsel and Mark D. Cain P.C. as accountant.
MICHIGAN PAIN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Michigan Pain Consultants, P.C.
250 Monroe Ave NW, Suite 400
PMB 17089
Grand Rapids, MI 49503
Business Description: The Debtor is a healthcare group that
specializes in medication, therapy, pain
management, and rehabilitation services.
Chapter 11 Petition Date: June 12, 2024
Court: United States Bankruptcy Court
Western District of Michigan
Case No.: 24-01571
Judge: Hon. Scott W Dales
Debtor's Counsel: Charles D. Bullock, Esq.
STEVENSON & BULLOCK, P.L.C.
26100 American Drive
Suite 500
Southfield, MI 48034
Tel: (248) 354-7906 Ext. 2224
Fax: (248) 354-7907
E-mail: cbullock@sbplclaw.com
Debtor's
Special
Counsel: TAFT STETTINIUS & HOLLISTER LLP
- and -
THE HEALTH LAW PARTNERS
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Stacy Ward as executive director.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/FQ26HRA/Michigan_Pain_Consultants_PC__miwbke-24-01571__0001.0.pdf?mcid=tGE4TAMA
MIDSTATE SIGNS: Hires Bush Law Firm as Bankruptcy Counsel
---------------------------------------------------------
Midstate Signs, LLC seeks approval from the U.S. Bankruptcy Court
for the Middle District of Alabama to The Bush Law Firm, LLC as its
bankruptcy counsel.
The firm's services include:
a. advising the Debtor-in-Possession as to the rights, powers
and duties of a Debtor-in-Possession, as enumerated within 11
U.S.C. Sec. 1101, et seq.;
b. preparing and filing the documents necessary to advance
this case including, but not limited to, answers, applications,
motions, proposed orders, responses, schedules and other necessary
and required legal documents;
c. representing the Debtor-in-Possession at the hearings in
this matter;
d. preparing and filing the status report and plan;
e. defending challenges to the automatic stay set forth within
11 U.S.C. Sec. 362(a); and
f. providing such other legal services.
The firm will be paid at these rates:
Attorneys $350 per hour
Associates $175 per hour
Paralegals $75 per hour
In addition, the firm will seek reimbursement for work-related
expenses.
The firm received a retainer in the amount of $6,738, which
includes the court filing fee of $1,738.
As disclosed in court filings, The Bush Law Firm is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Anthony B. Bush, Esq.
The Bush Law Firm, LLC
Parliament Place Professional Center
3198 Parliament Circle 302
Montgomery, AL 36116
Telephone: (334) 263-7733
Facsimile: (334) 832-4390
Email: anthonybbush@yahoo.com
abush@bushlegalfirm.com
About Midstate Signs, LLC
Midstate Signs, LLC has been providing commercial sign services
since 1946.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Ala. Case No. 24-31109) on May 20,
2024. In the petition signed by Arch Lee, managing member, the
Debtor disclosed up to $1 million in assets and up to $10 million
in liabilities.
Judge Bes M. Parrish Creswell oversees the case.
Anthony Brian Bush, Esq., at THE BUSH LAW FIRM, LLC, represents the
Debtor as legal counsel.
MIKESELL TRADING: Michael Wheatley Named Subchapter V Trustee
-------------------------------------------------------------
The Acting U.S. Trustee for Region 8 appointed Michael Wheatley as
Subchapter V trustee for Mikesell Trading, LLC.
Mr. Wheatley will be paid an hourly fee of $275 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Wheatley declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Michael E. Wheatley
P.O. Box 1072
Prospect, KY 40059
Phone: 502-744-6484
Email: mwheatleytr@gmail.com
About Mikesell Trading
Mikesell Trading, LLC, doing business as 1370 Collective, is an
Amazon-first accelerated brand agency designed to help apparel
products become an Amazon Bestseller.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Ky. Case No. 24-31363) on May 24,
2024, with $500,000 to $1 million in assets and $1 million to $10
million in liabilities. Evan Mikesell, director of operations,
signed the petition.
Charity S. Bird, Esq., at Kaplan Johnson Abate & Bird, LLP
represents the Debtor as legal counsel.
MK ARCHITECTURE: Charles Persing Named Subchapter V Trustee
-----------------------------------------------------------
The U.S. Trustee for Region 2 appointed Charles Persing, a
certified public accountant at Bederson, LLP, as Subchapter V
trustee for MK Architecure, PC.
Mr. Persing will be paid an hourly fee of $500 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Persing declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Charles N. Persing, CPA/CFF, CVA, CIRA, CFE
Bederson LLP
100 Passaic Avenue, Suite 310
Fairfield, NJ 07004
Phone: (973) 530-9181
Fax: (862) 926-2481
Email: cpersing@bederson.com
About MK Architecure
MK Architecure, PC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-22467) on May 28,
2024, with $50,001 to $100,000 in assets and $100,001 to $500,000
in liabilities.
Judge Sean H. Lane presides over the case.
Anne J. Penachio, Esq., at Penachio Malara, LLP represents the
Debtor as legal counsel.
NATIONAL SIGNS: Jarrod Martin Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Region 7 appointed Jarrod Martin, Esq., a
practicing attorney in Houston, as Subchapter V trustee for
National Signs, LLC.
Mr. Martin will be paid an hourly fee of $600 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Martin declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jarrod B. Martin, Esq.
1200 Smith Street, Suite 1400
Houston, TX 77002
Phone: 713-356-1280
Email: JBM.Trustee@chamberlainlaw.com
About National Signs
National Signs, LLC is a signage and architectural accents provider
for businesses and organizations. It is a U.S. distributor of
digital displays, Daktronics scoreboards, LED displays, digital
signs, digital boards, monument signs, and electronic message
centers.
National Signs sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Texas Case No. 24-32403) on May 24,
2024, with $5,500,556 in assets and $9,379,206 in liabilities.
Gabriel Medina, controller, signed the petition.
Judge Jeffrey P. Norman oversees the case.
Richard Lee Fuqua II, Esq., at Fuqua & Associates, P.C. represents
the Debtor as legal counsel.
NEKTAR THERAPEUTICS: All Four Proposals Passed at Annual Meeting
----------------------------------------------------------------
Nektar Therapeutics disclosed in a Form 8-K filed with the
Securities and Exchange Commission that at the Company's Annual
Meeting of Stockholders held on June 5, 2024, the stockholders:
(1) elected Jeff Ajer, Robert B. Chess, and Roy A. Whitfield
as directors to serve on the board of directors of the
Company until the Company's 2027 Annual Meeting of
Stockholders;
(2) approved an amendment to the Amended and Restated 2017
Performance Incentive Plan to increase the aggregate number
of shares of Common Stock authorized for issuance
thereunder
by 8,000,000 shares;
(3) ratified the selection of Ernst & Young LLP as the
Company's
independent registered public accounting firm for the fiscal
year ending Dec. 31, 2024; and
(4) approved the non-binding advisory resolution regarding the
Company's executive compensation.
In addition to the directors elected above, Diana Brainard, R.
Scott Greer and Howard W. Robin continue to serve as directors
after the Annual Meeting.
About Nektar Therapeutics
Nektar Therapeutics -- http://www.nektar.com/-- is a clinical
stage, research-based drug discovery biopharmaceutical company
focused on discovering and developing innovative medicines in the
field of immunotherapy. Within this growing field, the Company
directs its efforts toward creating new immunomodulatory agents
that selectively induce, amplify, attenuate or prevent immune
responses in order to achieve desired therapeutic outcomes. Nektar
is headquartered in San Francisco, California, with additional
operations in Huntsville, Alabama.
Nektar Therapeutics reported a net loss of $276.06 million in 2023,
a net loss of $368.20 million in 2022, a net loss of $523.84
million in 2021, a net loss of $444.44 million in 2020, and a net
loss of $440.67 million in 2019. As of Dec. 31, 2023, the Company
had $398.03 million in total assets, $267.05 million in total
liabilities, and $130.99 million in total stockholders' equity.
NEW RUE21: Committee Seeks to Hire Dundon as Financial Advisor
--------------------------------------------------------------
The official committee of unsecured creditors of New Rue21 Holdco,
Inc. and its affiliates seek approval from the U.S. Bankruptcy
Court for the District of Delaware to employ Dundon Advisers LLC as
financial advisor.
The firm will render these services:
-- assist in the analysis, review, and monitoring of the
restructuring process, including, but not limited to, an assessment
of the unsecured claims pool and potential recoveries for unsecured
creditors;
-- develop a complete understanding of the Debtors' businesses
and their valuations;
-- determine whether there are viable alternative paths for the
disposition of the Debtors' assets from those currently or in the
future proposed by any Debtor;
-- monitor and, to the extent appropriate, assist the Debtors in
efforts to develop and solicit transactions that would support
unsecured creditor recovery;
-- assist the Creditors' Committee in identifying, valuing, and
pursuing estate causes of action, including, but not limited to,
relating to prepetition transactions, control person liability, and
lender liability;
-- assist the Creditors' Committee to analyze, classify and
address claims against the Debtors and to participate effectively
in any effort in these chapter 11 cases to estimate (in any formal
or informal sense) contingent, unliquidated, and disputed claims;
-- assist the Creditors' Committee to identify, preserve, value,
and monetize tax assets of the Debtors, if any;
-- advise the Creditors' Committee in negotiations with the
Debtors, certain of the Debtors' lenders, and third parties;
-- assist the Creditors' Committee in reviewing the Debtors'
financial reports;
-- assist the Creditors' Committee in reviewing the Debtors'
cost/benefit analysis with respect to the assumption or rejection
of various executory contracts and leases;
-- review and provide analysis of the present and any
subsequently proposed debtor-in-possession financing or use of cash
collateral;
-- assist the Creditors' Committee in evaluating and analyzing
avoidance actions, including fraudulent conveyances and
preferential transfers;
-- assist the Creditors' Committee in investigating whether any
unencumbered assets Ittella or any of its affiliated Debtors
exist;
-- review and provide analysis of any proposed disclosure
statement and chapter 11 plan and, if appropriate, assist the
Creditors' Committee in developing an alternative chapter 11 plan;
-- attend meetings and assist in discussions with the Creditors'
Committee, the Debtors, the secured lenders, the U.S. Trustee and
other parties in interest and professionals;
-- present at meetings of the Creditors' Committee, as well as
meetings with other key stakeholders and parties;
-- perform such other advisory services for the Creditors'
Committee as may be necessary or proper in these proceedings,
subject to the aforementioned scope; and
-- provide testimony on behalf of the Creditors' Committee as and
when may be deemed appropriate.
Dundon has agreed to a 10 percent discount of its rates.
The firm will bill these hourly rates:
Principal $890
Managing Director $790
Senior adviser $790
Senior Director $700
Director $650
Associate Director $550
Senior Associate $475
Associate $370
Peter Hurwitz, a principal at Dundon advisers, disclosed in a court
filing that his firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Peter Hurwitz
Dundon Advisers LLC
Ten Bank Street, Suite 1100
White Plains, NY 10606
Tel: (917) 838-1930
Email: ph@dundon.com
About New Rue21 Holdco, Inc.
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.
NOVO INTEGRATED: Hikes Stock Repurchase Program Amount to $10MM
---------------------------------------------------------------
Novo Integrated Sciences, Inc. announced the Company's Board of
Directors has approved an increase of up to $10 million maximum
amount, from the previously announced up to $5 million maximum
amount, for the repurchase of the Company's outstanding common
stock from time to time in the open market at prevailing market
prices or in privately negotiated transactions. The increased
maximum amount available for purchase under the stock repurchase
program is based on the amount, if any, of excess funds that may be
generated from the pending program to monetize a Standby Letter of
Credit intended to complete the Ophir Collection acquisition.
Pending receipt of funds from the unsecured 15-year $70,000,000
promissory note with RC Consulting Consortium Group, LLC in favor
of SCP Tourbillion Monaco for a lump sum debt funding of
$57,000,000, less fees and expenses, the amount and timing of any
shares repurchased under the repurchase program will be determined
at the discretion of management and will depend on a number of
factors, including the market price of the Company's stock, trading
volume, general market and economic conditions, the Company's
capital position, legal requirements, and other factors. The
repurchase program does not obligate the Company to acquire any
particular number of shares, and the repurchase program may be
discontinued at any time at the Company's discretion.
Robert Mattacchione, Novo's CEO and Chairman of the Board, stated,
"Today's announcement conveys our ongoing confidence in our
business and dedication to enhancing stockholder value. This stock
repurchase program is a direct reflection of our belief that our
shares are undervalued, and a demonstration of our confidence in
the business and the long-term opportunity ahead."
About Novo Integrated
Novo Integrated Sciences, Inc., headquartered in Bellevue,
Washington, owns Canadian and U.S. subsidiaries which provide, or
intend to provide, essential and differentiated solutions to the
delivery of multidisciplinary primary care and related wellness
products through the integration of medical technology,
interconnectivity, advanced therapeutics, diagnostic solutions,
unique personalized product offerings, and rehabilitative science.
Spokane, Washington-based Fruci & Associates II, PLLC, the
Company's auditor since 2022, issued a "going concern"
qualification in its report dated Dec. 14, 2023, citing that the
Company has incurred recurring losses from operations, has negative
cash flows from operating activities, and has an accumulated
deficit as of Aug. 31, 2023. These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.
NUR HOME: Hires Michael Jay Berger as Counsel
---------------------------------------------
Nur Home Health Care Inc. seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ the Law
Offices of Michael Jay Berger as counsel.
The firm's services include:
a. communicating with creditors of the Debtor;
b. reviewing the Debtor's Chapter 11 bankruptcy petition and all
supporting schedules;
c. advising the Debtor of its legal rights and obligations in a
bankruptcy proceeding;
d. working to bring the Debtor into full compliance with
reporting requirements of the Office of the United States Trustee
(the "OUST");
e. preparing status reports as required by the Court; and
f. responding to any motions filed in Debtor's bankruptcy
proceeding.
The firm will be paid at these rates:
Michael Jay Berger $645 per hour
Sofya Davtyan $595 per hour
Robert Poteete $475 per hour
Senior paralegals $275 per hour
Paralegals $200 per hour
The firm was paid a retainer in the amount of $20,000 plus the
$1,738 filing fee.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael Jay Berger, Esq., a partner at Law Offices of Michael Jay
Berger, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Michael Jay Berger, Esq.
Law Offices of Michael Jay Berger
9454 Wilshire Boulevard, 6th Floor,
Beverly Hills, CA 90212
Tel: (310) 271-6223
Fax: (310) 271-9805
Email: rnichael.bergerbankruptcypower.com
About Nur Home Health Care Inc.
Nur Home Health Care, Inc sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 2:24-bk-13951-DS)
on May 20, 2024. In the petition signed by Zavedn Chglyan, chief
executive officer, the Debtor disclosed up to $500,000 in assets
and up to $1 million in liabilities.
Judge Deborah J. Saltzman oversees the case.
Michael Jay Berger, Esq., at Law Offices of Michael Jay Berger,
represents the Debtor as legal counsel.
NUWELLIS INC: Extends Supply & Collaboration Agreement With DaVita
------------------------------------------------------------------
Nuwellis, Inc. announced the extension of its pilot phase supply
and collaboration agreement with DaVita Inc. until Aug. 31, 2024.
This program aims to pilot Aquadex ultrafiltration therapy for
adult patients suffering from congestive heart failure and related
conditions in select U.S. markets. Today, DaVita serves as a
leading provider of kidney care services, including acute and
outpatient dialysis care for patients in-center and at home. The
extension of the pilot will allow additional time to evaluate
ultrafiltration therapy using the Aquadex SmartFlow system with
high-need patients in the hospital.
At the conclusion of the pilot, DaVita may extend the supply
agreement with Nuwellis for continued provision of both inpatient
and outpatient ultrafiltration services for up to 10 years. This
opportunity for long-term collaboration highlights the commitment
of both companies to advancing patient care through innovative
medical solutions.
About Nuwellis Inc.
Eden Prairie, Minn.-based Nuwellis, Inc. is a medical technology
company dedicated to transforming the lives of patients suffering
from fluid overload through science, collaboration, and innovative
technology. The company is focused on developing, manufacturing,
and commercializing medical devices used in ultrafiltration
therapy, including the Aquadex FlexFlow and the Aquadex SmartFlow
systems. 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.
OCUGEN INC: EY Declines to Stand for Re-Election as Auditor
-----------------------------------------------------------
Ocugen, Inc. reported in a Form 8-K filed with the Securities and
Exchange Commission that subsequent to filing of the Company's
Annual Report on Form 10-K for the year ended Dec. 31, 2023 and the
Proxy Statement for the Company's Annual Stockholder Meeting, the
Audit Committee of the Board of Directors of the Company authorized
management to initiate a strategic request-for-proposal process
soliciting proposals from accounting firms to provide audit
services to the Company as its independent registered public
accounting firm for the fiscal year ending Dec. 31, 2024.
Management requested proposals from several independent registered
public accounting firms, including Ernst & Young LLP, the Company's
current independent registered public accounting firm, in the
process.
On May 31, 2024, EY notified the Company of its decision to decline
to participate in the request-for-proposal process and to decline
to stand for re-election as the Company's independent registered
public accounting firm for fiscal year 2024, which decision,
according to the Company, was not the result of any disagreement
with the Company. EY will cease providing services following the
filing of the Form 10-Q for the quarter ending June 30, 2024.
The reports of EY on the Company's consolidated financial
statements for the fiscal years ended Dec. 31, 2023 and 2022 did
not contain an adverse opinion or a disclaimer of opinion, and were
not qualified or modified as to uncertainty, audit scope or
accounting principles, except that the audit reports of EY on the
Company's consolidated financial statements as of and for the years
ended Dec. 31, 2023 and 2022 contained an explanatory paragraph
which noted that the Company has suffered recurring losses from
operations and there was substantial doubt as to the Company's
ability to continue as a going concern, and the audit report of EY
on the Company's consolidated financial statements as of and for
the year ended Dec. 31, 2023 contained an explanatory paragraph
related to the restatement of the 2022 consolidated financial
statements.
The Company stated that during the years ended Dec. 31, 2023 and
2022, and the subsequent interim period through May 31, 2024, there
were (i) no disagreements between the Company and EY on any matter
of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which, if not resolved
to EY's satisfaction, would have caused EY to make reference to the
subject matter of the disagreement in connection with its report
for such years, and (ii) no "reportable events" as defined in Item
304(a)(1)(v) of Regulation S-K for such years and subsequent
interim period through May 31, 2024, except for EY's communication
of the material weakness in internal control over financial
reporting as of Dec. 31, 2023, as described in Part II, Item 9A
(Controls and Procedures) of the Company's Annual Report on Form
10-K for the year ended Dec. 31, 2023, relating to the design and
operating effectiveness of controls over the accounting for
collaborative arrangements.
About Ocugen Inc.
Malvern, Pa.-based Ocugen, Inc. is a biotechnology company focused
on discovering, developing, and commercializing novel gene and cell
therapies, biologics, and vaccines that improve health and offer
hope for patients across the globe.
Philadelphia, Pennsylvania-based Ernst & Young LLP, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated April 16, 2024, citing that the Company has suffered
recurring losses from operations and has stated that substantial
doubt exists about the Company's ability to continue as a going
concern.
ONE FAT FROG: L. Todd Budgen Named Subchapter V Trustee
-------------------------------------------------------
The U.S. Trustee for Region 21 appointed L. Todd Budgen, Esq., a
practicing attorney in Longwood, Fla., as Subchapter V trustee for
One Fat Frog, Incorporated.
Mr. Budgen will be paid an hourly fee of $400 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Budgen declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
L. Todd Budgen, Esq.
P.O. Box 520546
Longwood, FL 32752
Tel: (407) 232-9118
Email: Todd@C11Trustee.com
About One Fat Frog
One Fat Frog, Incorporated is a food truck and trailer manufacturer
based in Orlando, Fla.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02620) on May 2,
2024, with $1 million to $10 million in both assets and
liabilities. Connie Baugher, president, signed the petition.
Judge Lori V. Vaughan presides over the case.
Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC represents the
Debtor as legal counsel.
ONYX SITE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Onyx Site Services LLC
771 North Moody Road
Palatka, FL 32177
Chapter 11 Petition Date: June 11, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-01656
Judge: Hon. Jacob A. Brown
Debtor's Counsel: Robert C. Bruner, Esq.
BRUNER WRIGHT, P.A.
2868 Remington Green Circle, Suite B
Tallahassee, FL 32308
Tel: (850) 385-0342
E-mail: rbruner@brunerwright.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Joseph A. Silas as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/YEC4FMA/Onyx_Site_Services_LLC__flmbke-24-01656__0001.0.pdf?mcid=tGE4TAMA
OPTINOSE INC: All Three Proposals Passed at Annual Meeting
----------------------------------------------------------
OptiNose, Inc. reported in a Form 8-K filed with the Securities and
Exchange Commission that on June 6, 2024, it held its 2024 Annual
Meeting of Stockholders at which the stockholders:
(1) elected Ramy A. Mahmoud, Tomas J. Heyman, Kyle Dempsey
to the Company's Board of Directors, each to serve until
the Company's 2027 Annual Meeting of Stockholders or until
such person's successor is duly elected and qualified;
(2) approved, on a non-binding advisory basis, the
compensation of the Company's named executive officers as
disclosed in the Proxy Statement for the Annual Meeting;
and
(3) ratified the appointment of Ernst & Young LLP as the
Company's independent registered public accounting firm
for the fiscal year ending Dec. 31, 2024.
About OptiNose, Inc.
Yardley, Pa.-based OptiNose, Inc. is a specialty pharmaceutical
company focused on the development and commercialization of
products for patients treated by ear, nose and throat (ENT) and
allergy specialists.
Philadelphia. Pa.-based Ernst & Young LLP, the Company's auditor
since 2016, issued a "going concern" qualification in its report
dated March 7, 2024, citing that the Company has incurred recurring
losses from operations, has a working capital deficiency and
expects to not be in compliance with certain debt covenants, and
has stated that substantial doubt exists about the Company's
ability to continue as a going concern.
PERSIMMON HOLLOW: UST Appoints Amy Denton Mayer as Examiner
-----------------------------------------------------------
Mary Ida Townson, the U.S. Trustee for Region 21, asked the U.S.
Bankruptcy Court for the Middle District of Florida to approve the
appointment of Amy Denton Mayer as examiner for Persimmon Hollow
Brewing Company, LLC.
To the best of the U.S. Trustee's knowledge, the appointed Chapter
11 examiner has no connections with the company, creditors and
other parties in interest, except as may be set forth in the
verified statement made by Ms. Mayer.
Ms. Mayer does not hold any interest materially adverse to the
interests of the company's estate, creditors or equity security
holders by reason of the matters set forth in her verified
statement or by reason of any other matter of which the U.S.
Trustee is aware.
A copy of the application is available for free at
https://urlcurt.com/u?l=2JvaFR from PacerMonitor.com.
The examiner can be reached at:
Amy Denton Mayer, Esq.
Stichter, Riedel, Blain & Postler P.A.
110 E. Madison St., Suite 200
Tampa, FL 33602-4700
Office: (813) 229-0144
Fax: (813) 229-1811
Email: amayer@srbp.com
About Persimmon Hollow Brewing Company
Persimmon Hollow Brewing Company, LLC owns and operates a brewery
and taproom in DeLand, Fla.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-04742) on Nov. 10,
2023. In the petition signed by Robert Burnette, president and
chief manager, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Grace E. Robson oversees the case.
Richard R. Thames, Esq., at Thames | Markey, represents the Debtor
as legal counsel.
PHILADELPHIA ORTHODONTICS: Hires Campbell & Levine as Counsel
-------------------------------------------------------------
Philadelphia Orthodontics P.C. and its affiliate seek approval from
the U.S. Bankruptcy Court for the Eastern District of Pennsylvania
to employ Campbell & Levine, LLC as counsel.
The firm's services include:
(a) providing legal advice with respect to the Debtor's duties
in the case and management of its assets;
(b) taking all necessary action to protect and preserve the
Debtors' estate;
(c) preparing legal papers;
(d) assisting the Debtors in preparing for and the filing of a
plan of reorganization at the earliest possible date; and
(e) performing other legal services for the Debtors in
connection with the case and the formulation and implementation of
a plan of reorganization.
The firm will be paid a these rates:
Douglas A. Campbell, Esq. $850
Stanley E. Levine, Esq. $725
David B. Salzman, Esq. $775
Philip E. Milch, Esq. $750
Paul J. Cordaro, Esq. $550
Jeanne S. Lofgren, Esq. $550
Shannon M. Clougherty, Esq. $525
Frederick D. Rapone, Jr., Esq. $450
Kathryn L. Harrison, Esq. $400
Heather L. Penn $140
Theresa M. Matiasic $130
Kaitlan A. Monahan $100
In addition, the firm will seek reimbursement for its out-of-pocket
expenses.
Paul Cordaro, Esq., a member of Campbell & Levine, disclosed in a
court filing that he is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Campbell & Levine, LLC
Paul J. Cordaro, Esq.
Campbell & Levine, LLC
Kathryn L. Harrison, Esq.
310 Grant St., Suite 1700
Pittsburgh, PA 15219
Tel: (412) 261-0310
Fax: (412) 261-5066
Email: pcordaro@camlev.com
kharrison@camlev.com
About Philadelphia Orthodontics P.C.
The Debtor is primarily engaged in the independent practice of
general or specialized dentistry or dental surgery.
Philadelphia Orthodontics P.C. in Philadelphia, PA, filed its
voluntary petition for Chapter 11 protection (Bankr. E.D. Pa. Case
No. 24-11728) on May 21, 2024, listing $500,000 to $1 million in
assets and $1 million to $10 million in liabilities. Joshua Davis
as president, signed the petition.
Judge Patricia M. Mayer oversees the case.
CAMPBELL & LEVINE, LLC serve as the Debtor's legal counsel.
PHOENIX MITCHELL: Hires Law Offices of Craig M. Geno as Counsel
---------------------------------------------------------------
Phoenix Mitchell Trucking, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Mississippi to employ
the Law Offices of Craig M. Geno, PLLC as counsel.
The firm will provide these services:
a. advise and consult with the Debtor-in-Possession regarding
questions arising from certain contract negotiations which will
occur during the operation of business by the
Debtor-in-Possession;
b. evaluate and attack claims of various creditors who may
assert security interests in the assets and who may seek to disturb
the continued operation of the business;
c. appear in, prosecute, or defend suits and proceedings, and
to take all necessary and proper steps and other matters and things
involved in or connected with the affairs of the estate of the
Debtor;
d. represent the Debtor in court hearings and to assist in the
preparation of contracts, reports, accounts, petitions,
applications, orders and other papers and documents as may be
necessary in this proceeding;
e. advise and consult with Debtor in connection with any
reorganization plan which may be proposed in this proceeding and
any matters concerning Debtor which arise out of or follow the
acceptance or consummation of such reorganization or its rejection;
and
f. perform such other legal services on behalf of Debtor as
they become necessary in this proceeding.
The firm will be paid at these rates:
Craig M. Geno $475 per hour
Associates $275 per hour
Paralegals $225 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Craig M. Geno, Esq., a partner at Law Offices of Craig M. Geno,
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:
Craig M. Geno, Esq.
Law Offices of Craig M. Geno, PLLC
587 Highland Colony Parkway
Ridgeland, MS 39157
Tel: (601) 427-0048
Fax: (601) 427-0050
Email: cmgeno@cmgenolaw.com
About Phoenix Mitchell Trucking, LLC
Phoenix Mitchell Trucking, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Miss. Case No.
24-11345) on May 10, 2024, with $500,001 to $1 million in both
assets and liabilities.
Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC
represents the Debtor as bankruptcy counsel.
PIONEER POWER: Errors Found in Previously Issued Financial Reports
------------------------------------------------------------------
Pioneer Power Solutions, Inc., reported in a Form 8-K filed with
the Securities and Exchange Commission that on May 31, 2024, the
Audit Committee of the Board of Directors of the Company concluded
that the Company's previously issued (i) consolidated financial
statements as of and for the year ended Dec. 31, 2022 included in
its Annual Report on Form 10-K for the year ended Dec. 31, 2022 and
(ii) unaudited condensed consolidated financial statements for the
quarters ended March 31, 2022 through Sept. 30, 2023 included in
its Quarterly Reports on Form 10-Q for the periods ended March 31,
2023, June 30, 2023 and Sept. 30, 2023 should no longer be relied
upon due to errors in such consolidated financial statements.
During 2022 and 2023, the Company recognized revenues associated
with customer contracts with performance obligations satisfied over
time ("Over Time Contracts") using labor hours as the measure of
progress. The Company's underlying estimates of total labor hours
required to complete Over Time Contracts were materially different
from the actual labor hours required, which was determined to
represent an error, and, as a result, the percentage of completion
used to recognize revenue in the Affected Periods is materially
different from the percentage of completion using actual labor
hours incurred. As a result, the Company plans to restate revenues
during the Affected Periods to adjust the percentage of completion
based upon the actual labor hours incurred to complete each Over
Time Contract.
Additionally, it has since been determined that costs from Over
Time Contracts should be expensed as incurred and, as a result, the
Company plans to record an adjustment to its consolidated financial
statements during the Affected Periods. As a result of this error,
the Adjustments result in the recognition of cost of revenues in
the Affected Periods for which the recognition of a portion of the
corresponding revenues have been deferred to future periods. For
those Over Time Contracts that have been completed by the Company
during the Affected Periods, the Adjustments have the effect of
derecognizing amounts in one period and recognizing corresponding
amounts in another period within the Affected Periods.
Accordingly, the Company intends to restate the consolidated
financial statements of the Affected Periods in its Annual Report
on Form 10-K for the year ended Dec. 31, 2023, as soon as
reasonably practicable. The impact of the Restatement on the
Interim Periods will be summarized in the 2023 Form 10-K, and the
Company does not intend to amend its previously issued Form 10-Qs
for such Interim Periods.
About Pioneer Power
Pioneer Power Solutions, Inc. -- www.pioneerpowersolutions.com --
designs, manufactures, integrates, refurbishes, services,
distributes and sells electric power systems, distributed energy
resources, power generation equipment and mobile electric vehicle
("EV") charging solutions. The Company's products and services are
sold to a broad range of customers in the utility, industrial and
commercial markets. Its customers include, but are not limited to,
electric, gas and water utilities, data center developers and
owners, EV charging infrastructure developers and owners, and
distributed energy developers. The Company is headquartered in
Fort Lee, New Jersey and operate from three additional locations in
the U.S. for manufacturing, service and maintenance, engineering,
and sales and administration.
Pioneer Power reported a net loss of $3.64 million in 2022, a net
loss of $2.17 million in 2021, a net loss of $2.98 million in 2020,
and a net loss of $1.03 million in 2019.
On May 24, 2024, the Company received a delinquency notification
letter from the Listing Qualifications Department of the Nasdaq
Stock Market indicating that the Company was not in compliance with
Nasdaq Listing Rule 5250(c)(1) as a result of the Company's failure
to have timely filed its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2024, and its continued delay in filing its
Annual Report on Form 10-K for the year ended Dec. 31, 2023, with
the Securities and Exchange Commission.
PLAZA ESTATES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Plaza Estates LLC
2935 Fulton Avenue
Sacramento CA 95821
Business Description: Plaza Estates LLC is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: June 11, 2024
Court: United States Bankruptcy Court
Eastern District of California
Case No.: 24-22538
Judge: Hon. Ronald H. Sargis
Debtor's Counsel: Lewis Phon, Esq.
LAW OFFICE OF LEWIS PHON
4040 Heaton Court
Antioch CA 94509
Tel: 925-470-8551
Email: lewisphon@att.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Waqar Khan 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/TIYC2DY/Plaza_Estates_LLC__caebke-24-22538__0001.0.pdf?mcid=tGE4TAMA
POGO ENERGY: Behrooz Vida Named Subchapter V Trustee
----------------------------------------------------
The U.S. Trustee for Region 6 appointed Behrooz Vida, Esq., at the
Vida Law Firm, PLLC as Subchapter V trustee for Pogo Energy, LLC.
Mr. Vida will be paid an hourly fee of $450 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Vida declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Behrooz P. Vida, Esq.
The Vida Law Firm, PLLC
3000 Central Drive
Bedford, TX 76021
Telephone: (817) 358-9977
Facsimile: (817) 358-9988
Email: behrooz@vidalawfirm.com
About Pogo Energy
Pogo Energy, LLC is a retail electricity provider in Dallas,
Texas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Texas Case No. 24-31524) on May 30,
2024, with $1 million to $10 million in both assets and
liabilities. Phillip Terry, chief executive officer and managing
member, signed the petition.
Judge Michelle V. Larson presides over the case.
Rachael L. Smiley, Esq., at Ferguson Braswell Fraser Kubasta, PC
represents the Debtor as legal counsel.
POLISHED BY KEI: Judy Wolf Weiker Named Subchapter V Trustee
------------------------------------------------------------
The U.S. Trustee for Region 10 appointed Judy Wolf Weiker of
Manewitz Weiker Associates, LLC as Subchapter V trustee for
Polished by Kei, LLC.
Ms. Weiker will be paid an hourly fee of $375 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Weiker declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Judy Wolf Weiker
Manewitz Weiker Associates, LLC
P.O. Box 40185
Indianapolis, IN 46240
Phone: 973-768-2735
Email: JWWtrustee@manewitzweiker.com
About Polished by Kei
Polished by Kei, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ind. Case No. 24-02710) on May 25,
2024, with as much as $50,000 in both assets and liabilities.
Judge James M. Carr presides over the case.
KC Cohen, Esq., at Kc Cohen, Lawyer, PC represents the Debtor as
bankruptcy counsel.
POWERSCHOOL HOLDINGS: S&P Places 'B' ICR on CreditWatch Negative
----------------------------------------------------------------
S&P Global Ratings placed its 'B' issuer credit ratings on
education software provider PowerSchool Holdings Inc. and its rated
subsidiaries on CreditWatch with negative implications because we
believe the risk that PowerSchool's credit metrics resulting from
the new capital structure could lead to a downgrade.
Kindergarten through 12th-grade (K-12) education software provider
PowerSchool Holdings Inc. announced an agreement to be acquired by
Bain Capital in a $5.6 billion transaction, which represents a 37%
premium over PowerSchool's unaffected share price as of May 7, the
last trading day prior to media reports regarding a potential
transaction. Bain will maintain PowerSchool as a stand-alone
company, rather than combining it with another portfolio company.
The transaction will provide PowerSchool access to additional
resources and flexibility to deliver more growth and innovation,
particularly with its generative artificial intelligence (AI)
platform, and to help it scale globally. Vista Equity Partners and
Onex Partners will continue to have minority investments in
PowerSchool. The parties expect the transaction to close in the
second half of 2024 following regulatory approvals.
S&P placed its 'B' issuer credit ratings on PowerSchool on
CreditWatch with negative implications. The purchase price
represents a nearly 30x multiple on S&P Global Ratings-adjusted
EBITDA of less than $200 million so it thinks the risk that the
credit metrics resulting from the new capital structure will compel
a downgrade is high.
CreditWatch
S&P said, "We could lower the rating if the new capital structure
results in leverage sustained above 7x and free operating cash flow
to debt below 5%. We will monitor developments regarding the
transaction including the operating strategy, updated financial
forecasts, and the new capital structure, and update our analysis
when more information becomes available."
REDHILL BIOPHARMA: A. Felder Quits as Director for Personal Reasons
-------------------------------------------------------------------
Redhill Biopharma Ltd. announced that on June 4, 2024 Ms. Alla
Felder submitted to the board of directors a notice of resignation
from her position as a member of the Board, effective June 6, 2024.
According to the Company, Ms. Felder's resignation from the Board
is due to personal reasons and not as a result of any disagreement
with the Company on any matter relating to the Company's
operations, policies or practices.
Mr. Dror Ben-Asher, Chairman of the Board, commented, "On behalf of
the entire Board, I thank Alla for the valuable contributions she
has provided to the Company as a Board member."
About RedHill Biopharma
RedHill Biopharma Ltd., headquartered in Tel Aviv, Israel, is a
specialty biopharmaceutical company, primarily focused on GI and
infectious diseases. The Company's primary goal is to become a
leading specialty biopharmaceutical company. The Company is
currently focused primarily on the advancement of its development
pipeline of clinical-stage therapeutic candidates. The Company
also commercializes in the U.S. GI-related products, Talicia
(omeprazole, amoxicillin, and rifabutin) and Aemcolo (rifamycin)
and continue to explore its strategic plans for such products and
activities.
Tel-Aviv, Israel-based Kesselman & Kesselman (a member of
PricewaterhouseCoopers International Limited), the Company's
auditor since 2010, issued a "going concern" qualification in its
report dated April 8, 2024, citing that the Company has an
accumulated deficit, and management expects that the Company will
incur additional losses. Management believes that there is
presently insufficient funding available to fund its activities for
a period exceeding one year from the date of issuance of the
consolidated financial statements. These conditions and events
indicate that a material uncertainty exists that may cast
significant doubt (or raise substantial doubt as contemplated by
PCAOB standards) about the Company's ability to continue as a going
concern.
REECE GREEN: Hires Bush Law Firm as Bankruptcy Counsel
------------------------------------------------------
Reece Green and Sons Logging, LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Alabama to employ The
Bush Law Firm, LLC as its bankruptcy counsel.
The firm's services include:
a. advising the Debtor-in-Possession as to the rights, powers
and duties of a Debtor-in-Possession, as enumerated within 11
U.S.C. Sec. 1101, et seq.;
b. preparing and filing the documents necessary to advance
this case;
c. representing the Debtor-in-Possession at the hearings in
this matter;
d. preparing and filing the status report and plan;
e. defending challenges to the automatic stay set forth within
11 U.S.C. Sec. 362(a); and
f. providing such other legal services.
The firm will be paid at these rates:
Attorneys $350 per hour
Associates $175 per hour
Paralegals $75 per hour
In addition, the firm will seek reimbursement for work-related
expenses.
The firm received a retainer in the amount of $10,000, which
includes the court filing fee of $1,738.
As disclosed in court filings, The Bush Law Firm is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Anthony B. Bush, Esq.
The Bush Law Firm, LLC
Parliament Place Professional Center
3198 Parliament Circle 302
Montgomery, AL 36116
Telephone: (334) 263-7733
Facsimile: (334) 832-4390
Email: anthonybbush@yahoo.com
abush@bushlegalfirm.com
About Reece Green and Sons Logging, LLC
Reece Green and Sons Logging LLC operates a timber harvesting
and/or transporting business in Chilton County, Alabama.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Ala. Case No. 24-31116) on May 21,
2024. In the petition signed by Alfred M. Green, managing member,
the Debtor disclosed up to $1 million in assets and up to $10
million in liabilities.
Judge Christopher L. Hawkins oversees the case.
Anthony Brian Bush, Esq., at the Bush Law Firm, LLC, represents the
Debtor as legal counsel.
RELIANCE SECURITY: Brian Shapiro Named Subchapter V Trustee
-----------------------------------------------------------
The U.S. Trustee for Region 17 appointed Brian Shapiro as
Subchapter V trustee for Reliance Security Inc.
Mr. Shapiro will be paid an hourly fee of $625 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Shapiro declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Brian Shapiro
510 S. 8th Street
Las Vegas, NV 89101
Phone: (702) 386-8600
Email: brian@trusteeshapiro.com
About Reliance Security
Reliance Security Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 24-12701) on May 30,
2024, with $340,908 in assets and $1,272,747 in liabilities. Joel
Logan, owner, signed the petition.
James T. Leavitt, Esq., at Leavitt Legal Services, P.C. represents
the Debtor as bankruptcy counsel.
RESOLUTE HOLDINGS: Hires Tavenner & Beran PLC as Counsel
--------------------------------------------------------
Resolute Holdings LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Virginia to employ Tavenner & Beran,
PLC as counsel.
The firm will render these services:
(a) advise the Debtor of its rights, powers, and duties in the
continued operation and management of its affairs;
(b) prepare all necessary legal documents;
(c) advise the Debtor concerning, and prepare responses to,
legal papers;
(d) advise the Debtor with respect to, and assist in the
negotiation and documentation of, financing agreements, debt and
cash collateral orders, and related transactions;
(e) review the nature and validity of any liens asserted
against the Debtor's property and advise the Debtor concerning the
enforceability of such liens;
(f) advise the Debtor regarding its ability to initiate
actions to collect and recover property for the benefit of its
estate;
(g) counsel the Debtor in connection with the formulation,
negotiation, and promulgation of a plan of reorganization and
related documents;
(h) advise and assist the Debtor in connection with any
potential property dispositions;
(i) advise the Debtor concerning executory contract and
unexpired lease assumptions, assignments, and rejections and lease
restructurings and recharacterizations;
(j) assist the Debtor in reviewing, estimating, and resolving
claims asserted against its estate;
(k) commence and conduct any and all litigation necessary or
appropriate to assert rights held by the Debtor, protect assets of
the Debtor's Chapter 11 estate, or otherwise further the goal of
completing the Debtor's successful reorganization;
(l) provide general litigation and other non-bankruptcy
services as requested by the Debtor; and
(m) perform all other necessary or appropriate legal services
in connection with the Debtor's Chapter 11 case.
The firm will be paid at these rates:
Lynn L. Tavenner $695
Paula S. Beran $680
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, the firm received a retainer of $7,500
from the Debtor.
Paula Beran, Esq., a partner at Tavenner & Beran, disclosed in a
court filing that her firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Lynn L. Tavenner, Esq.
Paula S. Beran, Esq.
Tavenner & Beran, PLC
20 North 8th Street
Richmond, VA 23219
Tel: (804) 783-8300
Fax: (804) 783-0178
Email: ltavenner@tb-lawfirm.com
pberan@tb-lawfirm.com
About Resolute Holdings LLC
Resolute Holdings, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Va. Case No. 24-60458) on April
26, 2024, with $1 million to $10 million in both assets and
liabilities. David Nielsen, president, signed the petition.
Paula S. Beran, Esq., at Tavenner & Beran, PLC represents the
Debtor as legal counsel.
RICE OIL: Unsecureds Will Get 23% of Claims over 5 Years
--------------------------------------------------------
Rice Oil Company, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Ohio a First Amended Plan of Reorganization
under Subchapter V dated May 23, 2024.
The Debtor is an Ohio limited liability company that operates an
oil and lubricants distributorship and also operates a non
hazardous waste management and recycling service for used oil.
The Debtor also provides used oil and oily water collection and
vacuum cleaning services for oil-water separators. The Debtor
operates from a facility located at 677 Miami Street, Akron, Ohio
that it leases from the Charlton Family Limited Partnership, an
entity controlled by David A. Charlton (father of the President of
the Debtor).
This Chapter 11 case was filed to allow the Debtor to continue in
business as a going concern in order to allow for the successful
reorganization of the Debtor and best serve the interest of all
creditors under the terms of a Chapter 11 Plan of Reorganization.
The Debtor is a wholly-owned subsidiary of Rice Oil Holdings, Inc.
The Debtor's president David K. Charlton is the sole owner of Rice
Oil Holdings, Inc.
Class B consists of all Allowed Claims that are General Unsecured
Claims. The Debtor estimates total claims in Class B to be
$669,836.00. Each holder of a Class B Allowed Claim, General
Unsecured Claims, shall receive in full satisfaction of its Allowed
Class B Claim its pro rata share of Distributable Cash from the
Debtor. The payment under this Plan to holders of Allowed Class B
Claims shall be made in quarterly payments for up to 5 years and
commencing within 12 months days of the Effective Date and may be
accelerated upon the sale of certain of the Debtor's assets in
Debtor's sole discretion.
Total payments of Distributable Cash shall be not less than
$155,190.09 for an estimated pro rata distribution of (23%) and
paid in quarterly installments starting within 12 months of the
Effective, exclusive of administrative expenses of the Chapter 11
Case over the term of the Plan.
The Debtor may reject the remaining contract obligations of parties
prior to the Effective Date. Those creditors shall have 30 days
after the Effective Date to assert a general unsecured claim for
any damages related to the rejection of the unexpired portion of
the contract or shall be barred from asserting such claims.
The holders of Allowed Interests in the Debtor including its Units.
Rice Oil Holdings, Inc. holds all the claims in Class C. Each
holder of an Interest in the Debtor shall retain its Interest.
Through Restructuring Transactions, the Debtor will restructure its
finances by committing its projected disposable income to plan
payments.
Further, the Debtor will evaluate the potential sale of certain of
its assets to accelerate the Distributions to creditors in an
amount no less than the Distributable Cash. If Debtor sells a
portion of its operating assets, Debtor shall use the net sale
proceeds after payment of associated costs, legal fees, and any
outstanding post-confirmation debts due to pay Allowed Claims in an
amount no less than the Distributable Cash.
A full-text copy of the First Amended Plan dated May 23, 2024 is
available at https://urlcurt.com/u?l=crGBqu from PacerMonitor.com
at no charge.
Counsel for the Debtor:
Michael A. Steel, Esq.
STEEL & COMPANY LAW FIRM
2950 West Market Street, Suite G
Fairlawn, OH 44333
Telephone: (330) 223-5050
Email: msteel@steelcolaw.com
About Rice Oil Company
Rice Oil Company, LLC, offers products and services that span the
following: oils & lubricants delivery; used oil & oily water
collection; and vacuum cleaning services for oil-water separators.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-50084) on Jan. 22,
2024. In the petition signed by David K. Charlton, president, the
Debtor disclosed up to $1 million in assets and up to $10 million
in liabilities.
Judge Alan M. Koschik oversees the case.
Michael A. Steel, Esq., is the Debtor's legal counsel.
RITE AID: Reaches Deal to Auction the $567 Mil. Elixir Buyout Loan
------------------------------------------------------------------
Jeannine Amodeo and Carmen Arroyo of Bloomberg News reports that
bankrupt US pharmacy chain Rite Aid Corp. is in talks with lenders
to offload the loan it provided to MedImpact Healthcare Systems
Inc. for the purchase of insurance unit Elixir Solutions, according
to people with knowledge of the matter.
Rite Aid is working with Guggenheim Securities on the $567 million
loan sale, said the people, who asked not to be identified as the
details are private. Bids for the loan are due June 24, one of the
people said.
About Rite Aid
Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy
that improves health outcomes. Rite Aid is defining the modern
pharmacy by meeting customer needs with a wide range of vehicles
that offer convenience, including retail and delivery pharmacy, as
well as services offered through our wholly owned subsidiaries,
Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's
pharmacy benefits and services company, consists of accredited mail
and specialty pharmacies, prescription discount programs and an
industry leading adjudication platform to offer superior member
experience and cost savings. Health Dialog provides healthcare
coaching and disease management services via live online and phone
health services. Regional chain Bartell Drugs has supported the
health and wellness needs in the Seattle area for more than 130
years. Rite Aid employs more than 6,100 pharmacists and operates
more than 2,100 retail pharmacy locations across 17 states.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on Oct. 15,
2023. In the petition signed by Jeffrey S. Stein, chief executive
officer and chief restructuring officer, Rite Aid disclosed
$7,650,418,000 in total assets and $8,597,866,000 in total
liabilities.
Judge Michael B. Kaplan oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Cole Schotz, P.C.,
as local bankruptcy counsel, Guggenheim Partners as investment
banker, Alvarez & Marsal North America, LLC as financial, tax and
restructuring advisor, and Kroll Restructuring Administration as
claims and noticing agent.
ROMANCE WRITERS: Melissa Haselden Named Subchapter V Trustee
------------------------------------------------------------
The U.S. Trustee for Region 7 appointed Melissa Haselden, Esq., at
Haselden Farrow, PLLC as Subchapter V trustee for Romance Writers
of America, Inc.
Ms. Haselden will be paid an hourly fee of $550 for her services as
Subchapter V trustee and will be reimbursed for work-related
incurred.
Ms. Haselden declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Melissa A. Haselden, Esq.
Haselden Farrow, PLLC
700 Milam, Suite 1300
Pennzoil Place
Houston, TX 77002
Telephone: (832) 819-1149
Facsimile: (866) 405-6038
Email: mhaselden@haseldenfarrow.com
About Romance Writers of America
Romance Writers of America, Inc. is a nonprofit trade association
whose mission is to advance the professional and common business
interests of career-focused romance writers through networking and
advocacy and by increasing public awareness of the romance genre.
It works to support the efforts of its members to earn a living, to
make a full-time career out of writing romance -- or a part time
one that generously supplements their main income.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bank. S.D. Texas Case No. 24-32447) on May 29,
2024. In the petition signed by Mary Ann Jock, president, the
Debtor disclosed $272,169 in assets and $3,067,284 in liabilities.
Judge Jeffrey P. Norman oversees the case.
T. Josh Judd, Esq., at Andrew Myers, PC, represents the Debtor as
legal counsel.
ROYSTONE ON QUEEN: Case Summary & 14 Unsecured Creditors
--------------------------------------------------------
Debtor: Roystone on Queen Anne LLC
606 Maynard Avenue S, Suite 251
Seattle, WA 98104-2958
Business Description: The Debtor owns a newly-constructed
residential apartment complex commonly known
as the Roystone Apartments, located at 5 W
Roy Street, Seattle, WA 98119, having an
an appraised value of $39,056,543.
Chapter 11 Petition Date: June 12, 2024
Court: United States Bankruptcy Court
Western District of Washington
Case No.: 24-11462
Judge: Hon. Christopher M Alston
Debtor's Counsel: Richard B. Keeton, Esq.
BUSH KORNFELD LLP
601 Union St., Suite 5000
Seattle, WA 98101-2373
Tel: 206-292-2110
Fax: 206-292-2104
Email: rkeeton@bskd.com
Total Assets: $39,433,126
Total Liabilities: $35,776,259
The petition was signed by James H. Wong as manager of Vibrant
Cities, LLC.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/WPKZBRQ/Roystone_on_Queen_Anne_LLC__wawbke-24-11462__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 14 Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Apartments LLC $1,689
2563 Collection
Center Dr.
Chicago, IL 60693
Email: dnega@costar.com
2. B.E.E. Consulting, LLC $4,500
22903 66th Place West
Mountlake Terrace,
WA 98043
Leanne Lettice
Email: Leanne@bee-engineers.com
3. Comcast Business $79.83
9602 S 300 W., Suite B
Sandy, UT
84070-3302
4. Graffiti Busters LLC $659.18
4640 Union Bay Place NE
Seattle, WA
98105-4027
Email: info@graffitibusterswashington
5. Guardian Security Systems, Inc. $117.80
1743 1st Avenue S.
Seattle, WA
98134-1403
Email: customercare@guardiansecurity.com
6. IPP Financial $627,123
Advisers Pte Ltd
78 Shenton Way
#30-01
Singapore 079120
Albert Lam Choong Fei
Email: albert@ippfa.com
7. Parker, Smith & $1,890
Feek Insurance
2233 112th Avenue NE
Bellevue, WA 98004
Elze Yankowski
Email: ecyankowski@psfinc.com
8. Peak Insurance $23.26
Advisors, LLC
P.O. Box 209409
Austin, TX
78720-9280
Email: Whitney.Chan@yardi.com
9. RentGrow, Inc. $48
307 Waverley Oaks Road
Suite 301
Waltham, MA 02452
Email: information@rentgrow.com
10. Seattle Dep't of Transp. $54,157
Street Use Division
PO Box 34996
Seattle, WA
98124-4996
Email: 684-Road@seattle.gov
11. Seyfarth Shaw LLP $3,266
999 Third Avenue,
Suite 4700
Seattle, WA
98104-4041
Meghan Douris
Email: mdouris@seyfarth.com
12. SparkClean Services LLC $4,250
158 SW 148th Street,
#1156
Burien, WA
98166-1924
Email: info@sparkclean-services.com
13. Yardi Systems, Inc. $42
430 S Fairview Avenue
Santa Barbara, CA
93117-3637
Annette Biggs
Email: annette.biggs@yardi.com
14. YES Energy $402.50
Management, Inc.
430 S. Fairview
Santa Barbara, CA 93117
Email: annette.biggs@yardi.com
RTI HOLDING: Ruby Tuesday Former Workers Lose Benefits Lawsuit
--------------------------------------------------------------
Jacklyn Wille of Bloomberg Law reports that nearly 100 former Ruby
Tuesday Inc. employees who say they're collectively owed more than
$35 million under a pair of executive compensation plans lost their
lawsuit seeking to recover these benefits from plan trustee Regions
Bank.
The relevant plans are exempt from the Employee Retirement Income
Security Act's substantive fiduciary requirements because they're
top-hat plans covering a limited group of high-level employees,
Judge Clifton L. Corker said. The employees can't get around this
fact by bringing fiduciary breach claims under state law, Corker
said in a Monday opinion awarding summary judgment to Regions.
About RTI Holding Company
RTI Holding Company, LLC and its affiliates develop, operate, and
franchise casual dining restaurants in the United States, Guam, and
five foreign countries under the Ruby Tuesday brand. The
company-owned and operated restaurants (i.e. non-franchise) are
concentrated primarily in the Southeast, Northeast, Mid-Atlantic
and Midwest regions of the United States.
On Oct. 7, 2020, RTI Holding Company and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 20-12456). At the time of the filing, the Debtors
disclosed assets of between $100 million and $500 million and
liabilities of the same range.
Judge John T. Dorsey oversees the cases.
Pachulski Stang Ziehl & Jones LLP and CR3 Partners LLC serve as the
Debtors' legal counsel and financial advisor respectively. Epiq
Corporate Restructuring LLC is the claims, noticing and
solicitation agent and administrative advisor.
On Oct. 26, 2020, the U.S. Trustee for the District of Delaware
appointed an official committee of unsecured creditors in the
chapter 11 cases. The committee tapped Kramer Levin Naftalis &
Frankel LLP and Cole Schotz P.C. as counsel and FTI Consulting,
Inc. as financial advisor.
SABRE GLBL: XAI Octagon Marks $177,993 Loan at 16% Off
------------------------------------------------------
XAI Octagon Floating Rate & Alternative Income Trust has marked its
$177,993 loan extended to Sabre GLBL, Inc., to market at $149,895
or 84% of the outstanding amount, as of March 31, 2024, according
to a disclosure contained in XAI Octagon's Form N-CSR for the
Fiscal year ended March 31, 2024, filed with the Securities and
Exchange Commission.
XAI Octagon is a participant in a Senior Secured First Lien
Loan-2021 Term B-1 (1M SOFR + 3.50%) to Sabre GLBL, Inc. The loan
matures on December 17, 2027.
XAI Octagonis a diversified, closed-end management investment
company registered under the Investment Company Act of 1940, as
amended. The Trust commenced operations on September 27, 2017.
Date of Fiscal Year End: September 30
XAI Octagon is led Theodore J. Brombach, President and Chief
Executive Officer; and Derek J. Mullins, Treasurer & Chief
Financial Officer. The fund can be reach through:
Theodore J. Brombach
XAI Octagon Floating Rate & Alternative Income Trust
321 North Clark Street, Suite 2430
Chicago, IL 60654
Tel No.:(312) 374-6930
- and -
Benjamin D. McCulloch, Esq.
XA Investments LLC
321 North Clark Street, Suite 2430
Chicago, IL 60654
Tel No.:(312) 374-6930
Sabre GLBL Inc. provides information technology services. The
Company offers technology solutions including data-driven business
intelligence, mobile, distribution, and Software as a Service
(SaaS) solutions. Sabre GLBL serves customers worldwide.
SABRE GLBL: XAI Octagon Marks $278,853 Loan at 16% Off
------------------------------------------------------
XAI Octagon Floating Rate & Alternative Income Trust has marked its
$278,853 loan extended to Sabre GLBL, Inc to market at $234,833 or
84% of the outstanding amount, as of March 31, 2024, according to a
disclosure contained in XAI Octagon's Form N-CSR for the Fiscal
year ended March 31, 2024, filed with the Securities and Exchange
Commission.
XAI Octagon is a participant in a Senior Secured First Lien
Loan-2021 Term B-2 (1M SOFR + 3.50%) to Sabre GLBL, Inc. The loan
matures on December 17, 2027.
XAI Octagon is a diversified, closed-end management investment
company registered under the Investment Company Act of 1940, as
amended. The Trust commenced operations on September 27, 2017.
Date of Fiscal Year End: September 30
XAI Octagon is led Theodore J. Brombach, President and Chief
Executive Officer; and Derek J. Mullins, Treasurer & Chief
Financial Officer. The fund can be reach through:
Theodore J. Brombach
XAI Octagon Floating Rate & Alternative Income Trust
321 North Clark Street, Suite 2430
Chicago, IL 60654
Tel No.:(312) 374-6930
- and -
Benjamin D. McCulloch, Esq.
XA Investments LLC
321 North Clark Street, Suite 2430
Chicago, IL 60654
Tel No.:(312) 374-6930
Sabre GLBL Inc. provides information technology services. The
Company offers technology solutions including data-driven business
intelligence, mobile, distribution, and Software as a Service
(SaaS) solutions. Sabre GLBL serves customers worldwide.
SAMARITAN MEDICAL:S&P Affirms 'BB' Rating on 2017A/B Revenue Bonds
------------------------------------------------------------------
S&P Global Ratings revised the outlook to stable from negative and
affirmed its 'BB' rating on Jefferson County Civic Facility
Development Corp., N.Y.'s series 2017A and 2017B hospital revenue
bonds, issued for Samaritan Medical Center (SMC).
"The outlook revision reflects our view of SMC's significant
operational improvement due largely to supplemental funding, which
management indicates will continue, as well as meaningful
improvement in days' cash on hand (DCOH) since our last review,"
said S&P Global Ratings credit analyst Marc Arcas.
The bonds are secured by a gross revenue pledge and a mortgage on a
number of hospital facilities. The rating reflects SMC's vulnerable
financial profile, characterized by thin, albeit improved,
unrestricted reserves and reliance on state supplemental funding to
achieve positive operating margins.
"The stable outlook reflects our expectation that SMC will continue
its current trend of operational improvement relative to fiscal
2022 while, at a minimum, maintaining balance-sheet stability,"
added Mr. Arcas. S&P said, "Management's consolidated budget
targets break-even operations in fiscal 2024, an objective that we
see as attainable based on what we view as reasonable assumptions,
particularly sustained growth in volumes and the continuation of
the state's support through supplemental funding. The outlook also
reflects our expectation of stability in SMC's key enterprise
strengths, namely the organization's leading position in the market
share and its close relationship with Fort Drum."
SCHOFFSTALL FARM: Listed Assets for Sale After Chapter 11 Filing
----------------------------------------------------------------
Franklin County Free Press reports that Spring Gate Winery &
Vineyard, located at 5790 Devonshire Road in Harrisburg, has been
put on the market for $4.9 million after filing for Chapter 11
bankruptcy on May 14. The sale includes the 60-acre estate, which
features facilities for the production of wine, beer, and distilled
spirits. The estate also hosts a private event venue, a tasting
room, and office spaces.
The property comprises several buildings and facilities:
* A 10,784 square foot barn with storage and distribution
capabilities.
* A 7,356 square foot renovated barn serving as a tasting
room and office.
* A 4,368 square foot barn dedicated to brewing and
distilling.
* A 3,840 square foot winery production building.
* A 3,748 square foot farmhouse available for residential
or office use.
* A 3,522 square foot residence with luxury amenities
including a pool, tennis court, and a finished basement.
* Additional facilities include a crush pad, porches,
patios, outbuildings, and a storage garage.
Equipment and furnishings are available for separate purchase.
Despite the bankruptcy filing, the winery has continued operations.
The sale is being managed by Nik Sgagias of NAI CIR.
About Schoffstall Farm
Schoffstall Farm LLC, doing business as Spring Gate Winery, a
popular venue and producer of wine, beer and distilled spirits in
the Harrisburg region.
Schoffstall Farm LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Penn Case No. 24-01219) on May 1,
2024. In the petition filed by Martin L. Schoffstall, as president,
the Debtor reports estimated assets and liabilities between $1
million and $10 million each.
The Honorable Bankruptcy Judge Henry W. Van Eck oversees the case.
The Debtor is represented by:
Robert E. Chernicoff, Esq.
CUNNINGHAM, CHERNICOFF & WARSHAWSKY PC
2320 N. Second St.
Harrisburg, PA 17110
Tel: (717) 238-6570
Email: rec@cclawpc.com
SHUTTERFLY FINANCE: XAI Octagon Marks $606,244 Loan at 22% Off
--------------------------------------------------------------
XAI Octagon Floating Rate & Alternative Income Trust has marked its
$606,244 loan extended to Shutterfly Finance, LLC to market at
$475,901 or 78% of the outstanding amount, as of March 31, 2024,
according to a disclosure contained in XAI Octagon's Form N-CSR for
the Fiscal year ended March 31, 2024, filed with the Securities and
Exchange Commission.
XAI Octagon is a participant in an Exchanged Term B Senior Secured
First Lien Loan (3M SOFR + 1.00%) to Shutterfly Finance, LLC. The
loan matures on October 1, 2027
XAI Octagon is a diversified, closed-end management investment
company registered under the Investment Company Act of 1940, as
amended. The Trust commenced operations on September 27, 2017.
Date of Fiscal Year End: September 30
XAI Octagon is led Theodore J. Brombach, President and Chief
Executive Officer; and Derek J. Mullins, Treasurer & Chief
Financial Officer. The fund can be reach through:
Theodore J. Brombach
XAI Octagon Floating Rate & Alternative Income Trust
321 North Clark Street, Suite 2430
Chicago, IL 60654
Tel No.:(312) 374-6930
- and -
Benjamin D. McCulloch, Esq.
XA Investments LLC
321 North Clark Street, Suite 2430
Chicago, IL 60654
Tel No.:(312) 374-6930
Shutterfly, LLC is an American photography, photography products,
and image sharing company, headquartered in Redwood City,
California.
SIGYN THERAPEUTICS: Holders Convert $227K Debentures Into Equity
----------------------------------------------------------------
Sigyn Therapeutics, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that from May 30, 2024 through
June 6, 2024, the holders of $226,903 of Original Issue Discount
Senior Convertible Debentures elected to convert their debentures
at an average contractual exercise price of $6.00 per share in
exchange for the issuance of 37,820 shares of the Company's Common
Stock to the holders.
As a result of these issuances, the number of outstanding common
shares of the Company has increased from 1,225,833 to 1,263,653.
About Sigyn
Headquartered in San Diego, California, Sigyn Therapeutics, Inc. is
a development-stage company that creates blood purification
technologies to overcome clearly defined limitations in healthcare.
Sigyn Therapy, its lead product candidate, is being advanced to
treat life-threatening conditions that are not addressed with
market-cleared drug agents. Candidate treatment indications
include endotoxemia, sepsis (a leading cause of hospital deaths),
community acquired pneumonia (a leading cause of infectious disease
deaths), drug-resistant bacterial infections, and emerging pandemic
viral threats.
New York, New York-based Kreit & Chiu CPA LLP, the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated Feb. 20, 2024, citing that the Company has suffered
recurring losses from operations, has a net capital deficiency, and
negative cash flows from operating activities, therefore, the
Company has stated that substantial doubt exists about its ability
to continue as a going concern.
SIR TAJ: Trustee Hires Trigild IVL as Operations Manager
--------------------------------------------------------
John P. Pringle, the Trustee of Sir TAJ, LLC, seeks approval from
the U.S. Bankruptcy Court for the Central District of California to
employ Trigild IVL as operations manager.
The firm will handle the daily operations of the Debtor's hotel,
including the supervision and management of staff, payments to
employees and creditors, collection of sales and other revenue,
purchasing, preparation of reports, and other operational tasks as
deemed necessary by the Trustee.
The firm will be paid a management fee of 3 percent of gross
revenue, with a minimum of $5,700 per month. The firm will also be
paid $1,200 per month for accounting services, plus reimbursement
of out-of-pocket expenses.
Kevin E. Berry, a vice president of Trigild IVL, 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:
Kevin E. Berry
Trigild IVL
9339 Genesee Avenue
San Diego, CA 92121
Tel: (858) 242-1222
About Sir TAJ, LLC
Sir Taj, LLC in Beverly Hills CA, filed its voluntary petition for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 24-10874) on Feb.
6, 2024, listing $10 million to $50 million in assets and $500,000
to $1 million in liabilities. Sergey Vershinin as manager, signed
the petition.
Judge Vincent P. Zurzolo oversees the case.
LAW OFFICES OF MICHAEL D. KWASIGROCH serve as the Debtor's legal
counsel.
SOD EXPRESS: Aaron Cohen Named Subchapter V Trustee
---------------------------------------------------
The U.S. Trustee for Region 21 appointed Aaron Cohen, Esq., a
practicing attorney in Jacksonville, Fla., as Subchapter V trustee
for Sod Express Nursery, Inc.
Mr. Cohen will be paid an hourly fee of $315 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Cohen declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Aaron R. Cohen, Esq.
P.O. Box 4218
Jacksonville, FL 32201
Tel: (904) 389-7277
Email: aaron@arcohenlaw.com
About Sod Express Nursery
Sod Express Nursery, Inc., sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02676) on
May 29, 2024, with up to $50,000 in assets and up to $10 million in
liabilities. Randall A. Nellis, president, signed the petition.
Judge Lori V. Vaughan presides over the case.
Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC represents the
Debtor as bankruptcy counsel.
SOS HYDRATION: Commences Subchapter V Bankruptcy Process
--------------------------------------------------------
SOS Hydration Inc. filed for Chapter 11 protection in the District
of Nevada. 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.
About SOS Hydration Inc.
SOS Hydration Inc. specializes in providing electrolyte-enhanced
products.
SOS Hydration Inc. sought relief under Subchapter V of Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 24-12774) on
May 31, 2024. In the petition filed by James Mayo, as chief
executive officer, the Debtor reports estimated assets between
$100.000 and $500,000 and estimated liabilities between $1 million
and $10 million.
Honorable Bankruptcy Judge oversees the case.
The Debtor is represented by:
Matthew C. Zircon, Esq.
LARSON AND ZIRZOW, LLC
20987 N. JOHN WAYNE PKWY, STE. B104-234
MARICOPA, AZ 85139
Tel: 702-382-1170
Email: mzirzow@lzlawnv.com
SOTHEBY'S: S&P Downgrades ICR to 'B-' on Elevated Leverage
----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Sotheby's to
'B-' from 'B'.
S&P also lowered its issue-level rating on the company's senior
secured debt to 'B-' from 'B'. The recovery rating remains at '3',
reflecting its expectation for meaningful (50%-70%; rounded
estimate: 50%) recovery in the event of default.
The negative outlook reflects that S&P could lower its rating on
Sotheby's over the next 12 months if the company does not
demonstrate material credit metric improvement.
The downgrade reflects pressured profitability and continued EBITDA
decline. Sotheby's revenue declined 22% in the first quarter of
2024 (ended March 31, 2024). This follows a 6.1% revenue decline in
2023 driven by lower auction services revenues and a decline in
inventory sales. Higher consignor advances and sales exhibition
costs have led to increased direct costs. As a result, S&P Global
Ratings-adjusted EBITDA margins declined 450 basis points (bps) in
the last-12-month (LTM) period to 20.1%. The company's declining
profitability also weakened its S&P Global Ratings-adjusted EBITDA
interest coverage to 1.4x in 2023 from 1.8x in 2022. S&P said, "We
expect market conditions will remain unfavorable amid a softer
macroeconomic backdrop and forecast a modest decline in sales in
2024 and continued cost pressures. We also expect Sotheby's
interest coverage will remain thin in the mid-1x area in 2024."
S&P said, "We expect S&P Global Ratings-adjusted leverage in the
mid to high-7x area over the next 12 months. Sotheby's S&P Global
Ratings-adjusted leverage increased to 10.1x in the LTM period
ended March 31, 2024, compared to 7.7x the prior comparable period.
Additionally, leverage at the group level which includes Sotheby's
Financial Services Inc. (SFS), and the real estate held through
BidFair Property Holdings Inc. remains elevated. We forecast
Sotheby's leverage will improve to the mid- to high-7x area in 2024
driven by cost-saving initiatives and the roll out of Sotheby's new
fee structure." Still, Sotheby's remains vulnerable to significant
intra-year cash flow and credit metrics volatility due to the high
seasonality and cyclicality of art auction sales.
Sotheby's new fee structure could increase auction commission
margins. Sotheby's announced a change to its fee structure which
will be implemented starting in the second quarter of 2024. The new
fee structure includes reduced buyer premium rates and a uniform
commission rate for sellers. The change comes in an effort to
provide a simplified and transparent fee structure. Sotheby's
believes that the reduced buyer premium rates should incentivize
deeper bidding, resulting in higher hammer prices, and increase
auction commission margins. Auction commission margins declined to
14.5% in the first quarter of 2024 compared to 15.7% in the first
quarter of 2023. Auction commission margins still lag historical
levels with margins in the 16%-19% range in 2018-2021. This is
partly due to the acquisition of RM Sotheby's and Concierge, which
are lower-margin businesses.
S&P said, "In our view, Sotheby's continued dividends payments amid
eroding credit quality indicate an aggressive financial policy. We
believe continued dividends point to a more aggressive financial
policy, as the company continues to pay dividends despite weaker
profitability and elevated leverage levels." This is demonstrated
by Sotheby's paying a dividend of $89.9 million to the Parent
(Bidfair USA Inc.) in 2023 and a dividend of $134 million in 2022.
Additionally, in the first quarter of 2024 Sotheby's paid dividends
of $8.5 million.
S&P said, "Although Sotheby's maintains adequate liquidity, we see
potential refinancing risk as debt maturities approach if it does
not improve performance. As of the first quarter (ended March 31
2024), Sotheby's had $218 million outstanding on its revolver which
matures in August 2026 ($50 million matures in October 2024).
However, we note higher revolver usage is expected in the first
quarter given the seasonal nature of the business. In 2023, the
company increased its term loan maturing January 2027, by $100
million and had $539 million outstanding at the end of the first
quarter of 2024. Given the elevated leverage, we believe there
could be potential refinancing risk if credit metrics do not
improve as debt maturities approach. We will be monitoring how
Sotheby's addresses near term maturities in particular over the
coming year.
"The negative outlook reflects that we could lower our rating on
Sotheby's over the next 12 months if the company does not
demonstrate material credit metric improvement."
S&P could lower its rating on Sotheby's if:
-- Liquidity deteriorates such that we view the capital structure
as unsustainable and the company is unable to address debt
maturities in non-distressed ways.
-- Significant profitability improvements do not materialize,
which could result in leverage at Sotheby's and the group level
remaining elevated. This could also occur if the company pursues an
aggressive financial policy with taking out dividends.
-- S&P Global Ratings-adjusted EBITDA interest coverage declines
toward 1x.
S&P could revise the outlook to stable if the company displays a
clear path toward deleveraging to below 6x on a sustained basis and
improves its overall operating performance including S&P Global
Ratings-adjusted EBITDA to interest coverage maintained in the
mid-1x area or better.
SPARTA US: S&P Assigns 'B+' ICR on New Senior Secured Term Loan
---------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '3'
recovery rating to Sparta US Holdco LLC's proposed senior secured
term loan and revolving credit facility. The '3' recovery rating
indicates its expectation for meaningful (50%-70%; rounded
estimate: 50%) recovery in the event of a payment default. The new
credit facility and term loan will replace the company's existing
senior secured debt, and the transaction will be leverage neutral.
Both facilities will be extended by two years, with the revolver
now maturing in 2028 and the term loan in 2030.
S&P's 'B+' long-term issuer credit ratings and stable outlook on
parent company Sparta Cayman 2 L.P. d/b/a PQ are unchanged.
STARBRIDGE (ONTARIO): Hires Hilco as Real Estate Advisor
--------------------------------------------------------
Starbridge (Ontario) Investment, LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
Hilco Real Estate, LLC as real estate advisor.
The firm's services include:
(a) meeting with the Debtor to ascertain the Debtor's goals,
objectives and financial parameters in selling the Hotel, a
309-room hotel and conference center located at 700 North Haven
Avenue, Ontario, CA 91764, and related real property;
(b) soliciting interested parties for the sale of the Property,
and marketing the Property for sale through an accelerated sales
process; and
(c) at the Debtor's direction and on the Debtor's behalf,
negotiating the terms of the sale of the Property.
The firm will be paid a commission as follows:
(i) 1 percent of the gross sales proceeds if the Property is
sold to the listed previously-identified prospective purchaser, or
(ii) 2 percent of the gross sales proceeds if the Property is
sold to any other entity;
In addition, the firm will seek reimbursement for its out-of-pocket
expenses.
Jeffrey Azuse of Hilco Real Estate disclosed in a court filing that
he is a "disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Jeffrey Azuse
Hilco Real Estate Auctions LLC
5 Revere Drive Suite 206
Northbrook, IL 60062
Tel: (847) 418-2703
(847) 418-2725
About Starbridge (Ontario) Investment, LLC
Starbridge owns and operates the Ontario Airport Hotel & Conference
Center.
Starbridge (Ontario) Investment, LLC filed its voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 24-11765) on April 3, 2024, listing $10 million to
$50 million in both assets and liabilities. The petition was signed
by Jianhua Jin, Chief Executive Officer of Morgan Holding Group,
Inc., as Manager of Starbridge (Ontario) Investment, LLC.
Judge Magdalena Reyes Bordeaux presides over the case.
Jullian Sekona, Esq. at Keller Benvenutti Kim LLP represents the
Debtor as counsel.
STEWARD HEALTH: Cokinos Young Advises MP2 Energy & Bank OZK
-----------------------------------------------------------
The law firm of Cokinos Young, PLLC filed a verified statement
pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure
to disclose that in the Chapter 11 cases of Steward Health Care
System LLC and affiliates, the firm represents:
1. MP2 Energy Texas, LLC d/b/a Shell Energy Solutions ("Shell"), a
creditor providing ongoing
power services to Debtor; and
2. Bank OZK, a secured lender based on a Letter of Credit with
Debtors.
Cokinos represents each of these clients individually and they do
not constitute a committee of any kind. They each may be contacted
through the undersigned counsel.
Counsel for Creditors Bank OZK and MP2 Energy:
COKINOS | YOUNG
Reagan H. "Tres" Gibbs, III, Esq.
Four Houston Center
1221 Lamar Street, 16th Floor
Houston, Texas 77010-3039
Tel.: (713) 535-5500
Fax: (713) 535-5533
Email: tgibbs@cokinoslaw.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 RETREAT: Case Summary & Two Unsecured Creditors
---------------------------------------------------------
Debtor: Strategic Retreat Holdings, LLC
3600 Dallas Hwy. Suite 230-148
Marietta GA 30064
Business Description: Strategic Retreat is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: June 11, 2024
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 24-56116
Debtor's Counsel: Benjamin Keck, Esq.
KECK LEGAL, LLC
2801 Buford Highway NE Suite 115
Atlanta GA 30329
Tel: 470-826-6020
Email: bkeck@kecklegal.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ronald S. Leventhal as CEO of Manager of
Managing Member of of S. Mmbr.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/XLPZAIY/Strategic_Retreat_Holdings_LLC__ganbke-24-56116__0001.0.pdf?mcid=tGE4TAMA
SUNPOWER CORP: Secures $50 Million Draw From Second Lien Term Loan
------------------------------------------------------------------
SunPower Corp. disclosed on June 3, 2024, that it has drawn upon
the $50 million second tranche of the $175 million second lien term
loan from Sol Holding, LLC that it announced in February 2024. Sol
Holding, which is owned jointly by affiliates of TotalEnergies SE
and Global Infrastructure Partners, is the majority owner of
SunPower's common stock.
As previously disclosed, in connection with the Company's entry
into the Second Lien Credit Agreement, the Company agreed to issue
to Sol Holding warrants to purchase up to approximately 75.2
million shares of the Company's common stock, $0.001 par value per
share, consisting of two tranches:
(i) the first tranche consisting of a warrant exercisable for
41,752,640 shares of Common Stock; and
(ii) the second tranche consisting of an additional warrant
exercisable for an aggregate of 33,402,112 shares of Common Stock.
The First Tranche Warrant was issued on February 14, 2024 in
connection with the Tranche 1 Second Lien Loans and, as of the date
hereof, the Warrantholder has exercised such First Tranche Warrant
in its entirety.
As a result of the Company drawing upon the Tranche 2 Second Lien
under the Second Lien Credit Agreement, the Company issued the
Second Tranche Warrant to the Warrantholder under the Warrant to
Purchase Common Stock, dated May 30, 2024. The Second Tranche
Warrant is exercisable in whole or in part for Second Tranche
Warrant Shares at an exercise price of $0.01 per share and expires
on the tenth anniversary of issuance. The Warrantholder may pay the
exercise price in cash or elect to exercise the Second Tranche
Warrant on a "cashless" basis.
Additionally, on February 14, 2024, in connection with the Second
Lien Credit Agreement and the issuance of the First Tranche
Warrant, the Company also entered into a registration rights
agreement with the Warrantholder, pursuant to which the Company
agreed to prepare and file with the U.S. Securities and Exchange
Commission a registration statement on Form S-1 or such other form
as required on or prior to the date that is five business days
following the date on which the Company files its Annual Report on
Form 10-K for the fiscal year ended December 31, 2023, to register
for resale the Warrant Shares issuable upon the exercise of the
First Tranche Warrant and the Second Tranche Warrant.
Furthermore, as previously disclosed on February 14, 2024, the
Company entered into the Second Lien Credit Agreement, by and among
the Company, certain of its subsidiaries as guarantors party
thereto, the lenders party thereto, GLAS USA LLC, as Administrative
Agent, and GLAS Americas, LLC, as Collateral Agent. The Second Lien
Credit Agreement provides for an approximately $175.5 million term
loan facility comprised of:
(i) an approximately $125.5 million tranche of second lien
term loans which was borrowed on the closing date of the Second
Lien Credit Agreement; and
(ii) a second tranche of $50 million of second lien term
loans.
Commenting on the Transactions, Tom Werner, Principal Executive
Officer at SunPower said, "This announcement demonstrates the
continued support of our majority shareholders in the long-term
value proposition of residential solar and SunPower's commitment to
operating a financially sound business. In addition to this
funding, in recent months, we have worked to reduce overall costs
and increase the proportion of our costs that vary with changes in
volume as we aim to build a more resilient business that can
deliver consistent positive free cash flow in the future."
As a result of drawing upon the second tranche under the second
lien term loan, SunPower agreed to issue warrants to Sol Holding to
purchase up to approximately 33.4 million shares of common stock at
an exercise price of $0.01 per share. SunPower also continues to
work diligently to finalize its restated 2022 10-K, its 2023 10-K,
and its first quarter 2024 10-Q filings.
About SunPower
Headquartered in Richmond, California, SunPower (NASDAQ: SPWR) --
https://www.sunpower.com/ -- is a residential solar, storage and
energy services provider in North America. SunPower offers solar +
storage solutions that give customers control over electricity
consumption and resiliency during power outages while providing
cost savings to homeowners.
SunPower Corporation cautioned in its Form 10-Q Report filed with
the U.S. Securities and Exchange Commission for the quarterly
period ended October 1, 2023, that there is substantial doubt
exists about its ability to continue as a going concern.
According to the Company, for the three and nine months ended
October 1, 2023, it had recurring operating losses and, as of
October 1, it breached a financial covenant and a reporting
covenant of its Credit Agreement, dated as of September 12, 2022.
The breaches created events of default thereunder, which enables
the requisite lenders under the Credit Agreement to demand
immediate payment or exercise other remedies. These events raise
substantial doubt about the Company's ability to continue as a
going concern.
T&R TRANSPORT: Claims to be Paid From Net Disposable Income
-----------------------------------------------------------
T&R Transport, Inc., filed with the U.S. Bankruptcy Court for the
District of Arizona a Plan of Reorganization dated May 23, 2024.
The Debtor operates a trucking transportation company primarily by
delivering mail for the post office in northern Arizona.
The sole shareholders of the Debtor are Kyle I. Garcia and Eiko L.
Garcia, husband and wife. The business of the Debtor has been
established since 1987, about 20 years before Kyle and Eiko
acquired the shares of the Debtor. The Debtor's business is based
on a contract to provide services transporting mail for the United
States Postal Service ("USPS").
The Debtor estimates that the aggregate amount of unsecured claims
which are either scheduled or are subject to proofs of claim equal
approximately $1,903,843.51.
This Plan proposes to pay creditors of the Debtor with Allowed
Claims from Debtor's Net Disposable Income over a period of
approximately three years following the effective date of the Plan
(through December 31, 2027).
Class 3 consists of Non-priority unsecured creditors. Each holder
of an allowed unsecured non-priority claim will be paid Debtor's
Net Disposable Income, which will be determined net of any required
payments of any administrative and priority claims. Payments shall
begin after all administrative and priority claims (including
priority tax claims are paid in full).
Subject to available cash flow, payments shall occur in three
quarterly payments beginning in June 2027. If the ERTC is remitted
to Debtor, those funds will be included in distributions to holders
of claims in Class 3. The obligation to make such distributions of
the ERTC funds only exists, however, if the ERTC is actually paid
to Debtor. This Class is impaired.
The Debtor shall retain all assets of Debtor's bankruptcy estate,
and such assets shall be revested in Debtor upon confirmation of
the Plan in accordance with Section 1141(b) of the Bankruptcy Code.
All equity interest holders shall retain their equity interest in
Debtor subject to the terms and provisions of this Plan.
The Debtor shall establish a Plan Fund for the management of all
funds for distribution to creditors and claimants. The Plan Fund
shall be administered by Debtor regardless of whether Plan
confirmation is consensual unless otherwise determined by the
Court. The Debtor shall make deposits into the Plan Fund annually
following the effective date of the Plan from Debtor's actual Net
Disposable Income.
A full-text copy of the Plan of Reorganization dated May 23, 2024
is available at https://urlcurt.com/u?l=g3u0if from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Alan Meda, Esq.
Burch & Cracchiolo, P.A.
1850 N. Central Ave., Suite 1700
Phoenix, AZ 85004
Tel: (602) 274-7611
Email: ameda@bcattorneys.com
About T&R Transport
T&R Transport, Inc., is a trucking transportation company.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 3:24-bk-03025-PS) on
April 19, 2024. In the petition signed by Eiko Garcia, secretary
and director, the Debtor disclosed up to $500,000 and up to $10
million.
Alan A. Meda, Esq., at Burch & Cracchiolo, P.A., is the Debtor's
legal counsel.
THREE PARTRIDGE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Three Partridge Road, Inc.
d/b/a Urban EDC Supply
d/b/a Spotted by Humphrey
d/b/a GrowthJet
500 Masonic Ave., #8
San Francisco, CA 94117
Business Description: The Debtor is an e-commerce logistics
company.
Chapter 11 Petition Date: June 11, 2024
Court: United States Bankruptcy Court
Northern District of California
Case No.: 24-30440
Judge: Hon. Dennis Montali
Debtor's Counsel: Stephen D. Finestone, Esq.
FINESTONE HAYES LLP
456 Montgomery St., 20th Floor
San Francisco, CA 94104
Tel: 415-421-2624
Fax: 415 398-2820
E-mail: sfinestone@fhlawllp.com
Total Assets: $238,980
Total Liabilities: $2,093,743
The petition was signed by Yong-Soo Chung as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/RGLRMBY/Three_Partridge_Road_Inc__canbke-24-30440__0001.0.pdf?mcid=tGE4TAMA
TIMEKEEPERS INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Timekeepers Inc.
1015 S School St
Boerne, TX 78006
Chapter 11 Petition Date: June 11, 2024
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 24-51101
Judge: Hon. Michael M. Parker
Debtor's Counsel: Morris E. "Trey" White, III, Esq.
VILLA & WHITE LLP
100 NE Loop 410 Suite 615
San Antonio TX 78216
Tel: (210) 225-4500
E-mail: treywhite@villawhite.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Shawn Fluitt as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/HLRLVTQ/Timekeepers_Inc__txwbke-24-51101__0001.0.pdf?mcid=tGE4TAMA
TMD HOLDINGS: Seeks to Hire Calaiaro Valencik as Counsel
--------------------------------------------------------
TMD Holdings, LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Pennsylvania to employ Calaiaro Valencik as
counsel.
The Debtor requires legal counsel to:
(a) prepare bankruptcy petition and attendance at the meeting of
creditors;
(b) represent the Debtor in relation to negotiating an agreement
on cash collateral and to incur credit from its factoring company;
(c) represent the Debtors in relation to acceptance or rejection
of executory contracts;
(d) advise Debtors regarding their rights and obligations during
the chapter 11 case;
(e) represent the Debtors in relation to any motions to convert
or dismiss this Chapter 11;
(f) represent the Debtors in relation to any motions for relief
from stay filed by any creditors;
(g) prepare the Subchapter V Plan;
(h) prepare any objection to claims in the Chapter 11;
(i) handle argument of an appeal before the Superior Court; and
(j) otherwise, represent the Debtor in general.
The firm will be paid as follows:
Donald R. Calaiaro, Partner $425 per hour
David Z. Valencik, Partner $375 per hour
Andrew K. Pratt, Partner $325 per hour
Paralegal $100 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The retainer is $7,038.
As disclosed in a court filing that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Donald R. Calaiaro, Esq.
Calaiaro Valencik
938 Penn Avenue, Suite 501
Pittsburgh, PA 15222-3708
Tel: (412) 232-0930
Fax: (412) 232-3858
Email: dcalaiaro@c-vlaw.com
About TMD Holdings, LLC
TMD Holdings, LLC in Pittsburgh, PA, filed its voluntary petition
for Chapter 11 protection (Bankr. W.D. Pa. Case No. 24-21210) on
May 16, 2024, listing as much as $1 million to $10 million in both
assets and liabilities. Henry Wang as president, signed the
petition.
CALAIARO VALENCIK serve as the Debtor's legal counsel.
TORRID LLC: XAI Octagon Marks $181,089 Loan at 16% Off
------------------------------------------------------
XAI Octagon Floating Rate & Alternative Income Trust has marked its
$181,089 loan extended Torrid LLC to market at $152,455 or 84% of
the outstanding amount, as of March 31, 2024, according to a
disclosure contained in XAI Octagon's Form N-CSR for the Fiscal
year ended March 31, 2024, filed with the Securities and Exchange
Commission.
XAI Octagon is a participant in a Closing Date Senior Secured First
Lien Loan (3M SOFR + 5.50%) to Torrid LLC per annum. The loan
matures on June 14, 2028.
XAI Octagon is a diversified, closed-end management investment
company registered under the Investment Company Act of 1940, as
amended. The Trust commenced operations on September 27, 2017.
Date of Fiscal Year End: September 30
XAI Octagon is led Theodore J. Brombach, President and Chief
Executive Officer; and Derek J. Mullins, Treasurer & Chief
Financial Officer. The fund can be reach through:
Theodore J. Brombach
XAI Octagon Floating Rate & Alternative Income Trust
321 North Clark Street, Suite 2430
Chicago, IL 60654
Tel No.:(312) 374-6930
- and -
Benjamin D. McCulloch, Esq.
XA Investments LLC
321 North Clark Street, Suite 2430
Chicago, IL 60654
Tel No.:(312) 374-6930
Torrid is an American women’s retail chain. The store offers
plus-size clothing and accessories for women size 10-30. Torrid
began operations in April 2001.
TRI-STATE SOLUTIONS: Hires Frost & Associates as Counsel
--------------------------------------------------------
Tri-State Solutions of Maryland, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Maryland to employ Frost &
Associates, LLC as its bankruptcy counsel.
The firm will provide these services:
a. prepare bankruptcy petitions, schedules, and financial
statements for filing;
b. provide the Debtor with legal advice with respect to its
powers and duties pursuant to the Bankruptcy Code;
c. prepare on behalf of the Debtor all necessary applications,
answers, orders, reports, and other legal papers;
d. assist in analyses and representation with respect to
lawsuits to which the Debtor are or may be a party;
e. negotiate, prepare, file and seek approval of a plan of
reorganization;
f. represent the Debtor at all hearings, meetings of creditors
and other proceedings; and
g. perform all other legal services for the Debtor which may
be necessary to serve the best interests of the Debtor and their
bankruptcy estate in this proceeding.
The firm will be paid at these rates:
Daniel A. Staeven $545 per hour
Peter Haukebo $675 per hour
Robert Braland $425 per hour
Attorneys $525 to $645 per hour
Paralegals $100 to $265 per hour
The firm received an advanced retainer in the amount of $7,500.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Daniel A. Staeven, Esq., a partner at Frost & 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:
Daniel A. Staeven, Esq.
Frost & Associates, LLC
839 Bestgate Rd. Ste. 400
Annapolis, MD 21401
Tel: (410) 497-5947
Email: daniel.staeven@frosttaxlaw.com
About Tri-State Solutions of Maryland, LLC
The Debtor is part of the non-residential building construction
industry.
Tri-State Solutions of Maryland, LLC in Upper Marlboro M, filed its
voluntary petition for Chapter 11 protection (Bankr. D. Md. Case
No. 24-14375) on May 22, 2024, listing $0 to $50,000 in assets and
$1 million to $10 million in liabilities. Herman Barber, III, as
managing member, signed the petition.
FROST LAW serve as the Debtor's legal counsel.
TRUGREEN LP: XAI Octagon Marks $125,392 Loan at 22% Off
-------------------------------------------------------
XAI Octagon Floating Rate & Alternative Income Trust has marked its
$125,392 loan extended to TruGreen LP to market at $97,179 or 78%
of the outstanding amount, as of March 31, 2024, according to a
disclosure contained in XAI Octagon's Form N-CSR for the Fiscal
year ended March 31, 2024, filed with the Securities and Exchange
Commission.
XAI Octagon is a participant in an Initial Secured Second Lien Loan
(3M SOFR + 8.50%) to TruGreen LP. The loan matures on November 2,
2028.
XAI Octagon is a diversified, closed-end management investment
company registered under the Investment Company Act of 1940, as
amended. The Trust commenced operations on September 27, 2017.
Date of Fiscal Year End: September 30
XAI Octagon is led Theodore J. Brombach, President and Chief
Executive Officer; and Derek J. Mullins, Treasurer & Chief
Financial Officer. The fund can be reach through:
Theodore J. Brombach
XAI Octagon Floating Rate & Alternative Income Trust
321 North Clark Street, Suite 2430
Chicago, IL 60654
Telephone: (312) 374-6930
- and -
Benjamin D. McCulloch, Esq.
XA Investments LLC
321 North Clark Street, Suite 2430
Chicago, IL 60654
Telephone: (312) 374-6930
TruGreen provides lawn care services. The Company offers healthy
lawn analysis, fertilization, tree and shrub care, weed control,
insect control, and other related services.
UNDERGROUND CREATIVE: Christy Brandon Named Subchapter V Trustee
----------------------------------------------------------------
The Acting U.S. Trustee for Region 18 appointed Christy Brandon,
Esq., a practicing attorney in Bigfork, Mont., as Subchapter V
trustee for Underground Creative, LLC.
Ms. Brandon will be paid an hourly fee of $300 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Brandon declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Christy L. Brandon
P.O. Box 1544
Bigfork, MT 59911
Phone: (406) 837-5445
Email: christy@brandonlawfirm.com
About Underground Creative
Underground Creative, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Wash. Case No. 24-00850) on May
28, 2024, with $100,001 to $500,000 in assets and $500,001 to $1
million in liabilities.
Judge Whitman L. Holt presides over the case.
Dan O'Rourke, Esq., at Southwell & O'rourke represents the Debtor
as legal counsel.
USIC HOLDINGS: Moody's Affirms B3 CFR & Alters Outlook to Negative
------------------------------------------------------------------
Moody's Ratings affirmed USIC Holdings, Inc.'s corporate family
rating and probability of default rating at B3 and B3-PD,
respectively. Concurrently, Moody's affirmed a B2 rating to the
company's senior secured first lien bank credit facilities
consisting of a $1,105 million term loan due 2028 and $200 million
revolving credit facility due 2026, and a Caa2 rating to its $285
million second lien senior secured term loan due 2029. The outlook
changed to negative from stable. USIC is the infrastructure
locating and marking services provider.
The revision of the outlook to negative from stable reflects USIC's
weak liquidity profile, resulting in ongoing negative free cash
flow generation, lower profitability relative to Moody's prior
expectations, and elevated leverage with debt-to-EBITDA of around
7.5x for the 12-month period ended March 31, 2024. However, the
affirmation of the B3 CFR reflects Moody's expectation that the
company will continue to deliver good operating performance, with
organic revenue growth in the low to mid-single digits, driven by
strong market demand, and a focus on margin enhancement through
price increases and strategic initiatives. These factors will, in
turn, drive leverage reduction over the next 12 to 18 months.
RATINGS RATIONALE
USIC's B3 CFR reflects the company's elevated leverage with Moody's
adjusted debt-to-EBITDA of around 7.5x for the 12 months ended
March 31, 2024, impacted by increased labor costs due to a shift
towards servicing distant rural areas. Furthermore, the company
issued a $100 million first lien term loan add-on in February 2024
to reduce its revolver balance and enhance liquidity. Moody's
anticipates for financial leverage declines around 7.0x, driven by
EBITDA margin rate expansion and mandatory debt repayments, and at
least 1.3x EBITA-to-interest expense over the next 12 to 18 months.
Moody's also expects that its cash flow deficit to persist in 2024.
The company's high customer concentration and a narrow service
scope further constrain its credit profile.
The credit profile benefits from positive industry trends such as
increasing regulatory requirements for utility infrastructure
location and marking before underground work starts, and customer
dependence on outsourced locating services. These factors,
including the company's leading market position, good scale,
long-term contracts, and customer relationships with high retention
rates, support the company's credit profile. Moodys anticipates the
company's organic revenue growth in the low to mid-single digits,
based on new customer wins, increased federal support for
construction and price increases, and EBITDA margin in mid-teens
range in 2024. Ongoing initiatives to improve worker training and
compensation amid wage inflation will increase costs, but Moody's
expects them to deliver improved efficiency, reduce turnover and
limit damages that help mitigate the higher costs.
The B2 senior secured first lien credit facility rating, consisting
of the $200 million revolving credit facility due May 2026 and
$1,080 million (current balance) term loan due May 2028, is
positioned one notch above the B3 CFR and reflects their priority
position in the capital structure, ahead of the second-lien
instrument. The Caa2 rating on the senior secured second-lien term
loan maturing May 2029 reflects its junior position in the capital
structure.
Moody's views USIC's liquidity profile as weak over the next 12 to
15 months. Moody's expects cash flow deficit will persist in 2024,
with negative free cash flow-to-debt of around 5%. Liquidity is
principally supported by $175 million of availability on its $200
million revolving credit facility and $56 million of balance sheet
cash as of March 31, 2024. Moody's expects the company will rely
on its revolver due to the company's inherent seasonality of the
business. Typically the first half of the calendar year is cash
consumptive while the second half is cash generative. In addition,
there is $11.05 million of required annual term loan amortization
payments on its first lien term loan. External liquidity is also
provided by the company's $175 million accounts receivables
securitization facility with $36 million available as of March 31,
2024. There is typically about $65 million of letters of credit
outstanding at any given time that the company issues at its
receivables securitization facility. The company's customer
financing program also can be used as a source of liquidity with
eligible amounts ranging from $10.4 million to $51.7 million during
the fiscal year 2024. The first lien term loan is subject to a
maximum springing net leverage ratio test set at 9.5x and will be
tested when drawings exceed 35% of availability. Moody's expect
that the company will maintain compliance with this financial
covenant at all times.
The negative outlook reflects Moody's expectation that USIC will
demonstrate low to mid-single digit percentage organic revenue
growth driven by healthy end market demand, maintain EBITDA margin
around mid-teens percentage range and generate negative free cash
flow over the next 12 to 18 months. The outlook may be revised to
stable if USIC generates positive free cash flow, reduces its
debt-to-EBITDA below 7.0x and enhances its profitability close to
historical levels through price increases and density build.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Given the negative outlook, a rating upgrade over the next 12-18
months is unlikely. Over the longer term, the ratings could be
upgraded if USIC delivers consistent revenue and earnings growth,
maintains debt-to-EBITDA leverage below 6.5x, generates free cash
flow as a percentage of debt in the mid-single digits, and
demonstrates commitment to more conservative financial policies.
The ratings could be downgraded as a result of a deterioration in
liquidity, for example as a result of sustained negative free cash
flow, or if there is a material decline in profitability. A ratings
downgrade could also occur if debt-to-EBITDA leverage is sustained
above 7.5x, indicating that financial strategies have become more
aggressive.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Headquartered in Indianapolis, Indiana, USIC is a leading provider
of outsourced infrastructure locating and marking services to
telephone, electric, natural gas, cable, fiber optic and water
utilities in the US. The company operates in 48 states in the U.S.
and one province in Canada. The company is privately owned by
private equity fund Partners Group and an investor group led by
Kohlberg & Company. Moody's expects 2024 revenue of over $1.5
billion.
VALCOUR PACKAGING: S&P Lowers ICR to 'SD' on Debt Restructuring
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Valcour
Packaging LLC to 'SD' (selective default) from 'CCC-'. At the same
time, S&P lowered its issue-level ratings on its first- and
second-lien term loans to 'D' (default) from 'CCC-' and 'C',
respectively.
S&P said, "We understand the company has launched the exchange
offering with the remaining 1st lien and 2nd lien term loan
holders. We intend to review our issuer credit rating on the
company once the final exchanges have been closed, which we expect
around June 25th."
Valcour Packaging LLC announced that it has agreed with a majority
of its first- and second-lien lenders to exchange its existing debt
for new debt at a discount to par. In addition, some of the new
debt tranches will feature payment-in-kid (PIK) interest. The
transaction will provide Valcour with new money, which will
alleviate its near-term liquidity concerns and provide capacity to
execute its operational initiatives.
Valcour Packaging has come to an agreement with its lending group.
Valcour met with a majority of its lending group and reached an
agreement to exchange its current debt for new debt across four
tranches, as well as $113 million of new money, which will
drastically improve its liquidity position. The company's new
capital structure comprises a super-priority first-lien tranche, a
super-priority second-lien tranche with a partial PIK interest
option for two years, a super-priority third-lien term loan with a
PIK interest option over the next two years, and super-priority
fourth-lien sponsor term loan paying PIK interest only. S&P expects
to review its issuer credit rating and rate Valcour under its new
capital structure after the company closes the exchange transaction
with its remaining lenders, which S&P expects around June 25th.
VALCOUR PACKAGING: S&P Lowers ICR to 'SD' on Debt Restructuring
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Valcour
Packaging LLC to 'SD' (selective default) from 'CCC-'. At the same
time, S&P lowered its issue-level ratings on its first- and
second-lien term loans to 'D' (default) from 'CCC-' and 'C',
respectively.
S&P said, "We understand the company has launched the exchange
offering with the remaining 1st lien and 2nd lien term loan
holders. We intend to review our issuer credit rating on the
company once the final exchanges have been closed, which we expect
around June 25th."
Valcour Packaging LLC announced that it has agreed with a majority
of its first- and second-lien lenders to exchange its existing debt
for new debt at a discount to par. In addition, some of the new
debt tranches will feature payment-in-kid (PIK) interest. The
transaction will provide Valcour with new money, which will
alleviate its near-term liquidity concerns and provide capacity to
execute its operational initiatives.
Valcour Packaging has come to an agreement with its lending group.
Valcour met with a majority of its lending group and reached an
agreement to exchange its current debt for new debt across four
tranches, as well as $113 million of new money, which will
drastically improve its liquidity position. The company's new
capital structure comprises a super-priority first-lien tranche, a
super-priority second-lien tranche with a partial PIK interest
option for two years, a super-priority third-lien term loan with a
PIK interest option over the next two years, and super-priority
fourth-lien sponsor term loan paying PIK interest only. S&P expects
to review its issuer credit rating and rate Valcour under its new
capital structure after the company closes the exchange transaction
with its remaining lenders, which S&P expects around June 25th.
VANDEVCO LIMITED: Court OKs Appointment of Groshong as Examiner
---------------------------------------------------------------
Judge Mary Jo Heston of the U.S. Bankruptcy Court for the Western
District of Washington approved the appointment by Gregory Garvin,
the Acting U.S. Trustee for Region 18, of Geoffrey Groshong to
serve as examiner in the Chapter 11 cases of Vandevco Ltd. and
Orland Ltd.
A copy of the appointment order is available for free at
https://urlcurt.com/u?l=grfrhT from PacerMonitor.com.
About Vandevco Limited and Orland Ltd.
Vandevco Ltd. and Orland Ltd. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Wash. Lead Case No. 20-42710) on
Dec. 6, 2020. At the time of the filing, Vandevco disclosed
$31,601,920 in assets and $74,827,369 in liabilities while Orland
disclosed $5,171,583 in assets and $62,193,017 in liabilities.
Judge Mary Jo Heston oversees the cases.
Joseph A. Field, Esq., at Field Jerger, LLP and McDonald Jacobs,
P.C. serve as the Debtors' legal counsel and accountant,
respectively.
Cerner Middle East Limited, a party in interest, is represented by
Holland & Knight, LLP.
VFH PARENT: Fitch Assigns 'BB-(EXP)' Rating on Sr. Secured Notes
----------------------------------------------------------------
Fitch Ratings has assigned an expected rating of 'BB-(EXP)' to the
proposed $500 million of senior secured notes to be co-issued by
VFH Parent, LLC (VFH Parent) and Valor Co-Issuer, Inc.;
wholly-owned debt-issuance subsidiaries of Virtu Financial LLC
(Virtu; 'BB-'/Stable) Concurrently, Fitch has assigned an expected
rating of 'BB-(EXP)' to VFH Parent's proposed $1,245 million senior
secured first lien term loan (Term Loan B). The pricing and
maturity dates will be finalized at settlement.
Proceeds from both issuances are expected to refinance VFH Parent's
existing Term Loan B due January 2029. The transaction is expected
to be leverage neutral.
The firm is also increasing the size of its revolving credit
facility to $300 million from $250 million. Today's actions do not
impact the rating on this facility.
KEY RATING DRIVERS
The expected senior secured notes rating and the expected secured
first lien term loan rating assigned to VFH are equalized with
Virtu's Issuer Default Rating (IDR), based on an unconditional
guarantee and Fitch's expectation for average recovery prospects
for the instruments in a stress scenario.
Virtu's ratings reflect its established market position as a
technology-driven market maker across various venues, geographies
and products, its solid scale, good operating performance,
experienced management team that has executed against strategic
objectives, and the expectation that Virtu will maintain reasonable
liquidity in a lower volatility environment. Fitch also believes
that Virtu's market-neutral trading strategies in highly liquid
products and short holding periods minimize market and liquidity
risks.
Primary rating constraints include elevated operational risks
inherent in technology-driven trading, reliance on volatile
transactional revenue, the firm's primary secured corporate funding
profile and the firm's weaker cash flow leverage and interest
coverage metrics relative to historical norms. Fitch also notes the
filed charges in 2023 against the firm by the SEC alleging that the
company made materially false and misleading statements and
omissions regarding information barriers to prevent the misuse of
sensitive customer information.
To the extent that the firm ultimately pays a material fine related
to these charges, equal to or greater than a year's worth of
pre-tax income and/or experiences material reputational damage,
ratings could be negatively affected.
Virtu's cash flow leverage was 3.1x for the TTM ended 1Q24 up from
2.7x the prior year period, in both cases excluding short-term
facilities secured by trading inventory, similar to securities
financing transactions. Cash flow leverage has increased over the
last year as a result of weaker adjusted EBITDA. Fitch views
Virtu's current cash flow leverage as a rating constraint
particularly as management has been active in using excess cash
flows to conduct share buybacks in lieu of paying down debt.
Fitch expects leverage to trend towards and then below 3x over the
Outlook horizon given the excess cash flow sweep feature in its
first lien term loan and a relatively stronger trading environment
so far this year. Virtu's rating would be sensitive to the firm
increasing its absolute debt level unless and until it can
demonstrate a sustained, higher level of adjusted EBITDA.
The Stable Rating Outlook reflects Fitch's expectation that Virtu
will maintain a low market risk profile, solid profitability
margins and adequate liquidity. Further, the Stable Outlook assumes
that Virtu will refrain from upsizing its absolute debt level over
the Outlook horizon and that cash flow leverage will trend below 3x
on a gross debt to adjusted EBITDA basis.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Inability to reduce leverage below 3x over the Outlook horizon
via debt paydown and/or EBITDA expansion;
- Adverse legal or regulatory actions against Virtu, which result
in a material fine, reputational damage, or alteration in the
business profile;
- An idiosyncratic liquidity event, particularly if it is the
result of a material operational or risk management failure;
- A material deterioration in interest coverage, approaching 3x;
- An inability to maintain Virtu's market position in the face of
evolving market structures and technologies;
- A material shift into trading less-liquid products or a material
increase in position holding periods without a commensurate
increase in the tangible equity base.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Consistent operating performance, including maintenance of EBITDA
margins above 30% during lower volatility environments;
- Minimal operational losses over a longer time period;
- Maintaining cash flow leverage consistently below 2.0x on a gross
debt/adjusted EBITDA basis;
- Increased funding flexibility, including the addition of a
laddered, unsecured funding component and demonstrated access to
third party funding through market cycles.
Positive rating action is likely limited to the 'BB' rating
category given the significant operational risk inherent in
technology-driven trading.
DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS
The expected senior secured notes and senior term loan ratings are
equalized with Virtu's IDR, reflecting average recovery prospects
in a stress scenario.
DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES
The expected ratings would primarily be sensitive to movement in
Virtu's IDR.
ADJUSTMENTS
This is a linked excel exhibit 'Adjustments - External'. See
instructions in side pane.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating
----------- ------
VFH Parent LLC
senior secured LT BB-(EXP) Expected Rating
Valor Co-Issuer,
Inc.
senior secured LT BB-(EXP) Expected Rating
VISTAGEN THERAPEUTICS: Incurs $29.36M Net Loss in FY Ended March 31
-------------------------------------------------------------------
Vistagen Therapeutics, Inc., filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss and
comprehensive loss of $29.36 million on $1.06 million of total
revenues for the year ended March 31, 2024, compared to a net loss
and comprehensive loss of $59.25 million on ($227,000) of total
revenues for the year ended March 31, 2023.
As of March 31, 2024, the Company had $123.65 million in total
assets, $9.37 million in total liabilities, and $114.29 million in
total stockholders' equity.
Vistagen said, "Our future working capital requirements will depend
on many factors, including, without limitation, potential impacts
related to adjustments in the size of our staff, the scope and
nature of opportunities related to our success or failure and the
success or failure of certain other companies in nonclinical and
clinical trials, including the development and commercialization of
our current product candidates, and the availability of, and our
ability to enter into financing transactions and research,
development and commercialization collaborations on terms
acceptable to us. In the future, to further advance the clinical
development of our product candidates, as well as support our
operating activities, we plan to seek additional financing,
including both equity-based capital and funding from non-dilutive
sources, and continue to carefully manage our operating costs,
including, but not limited to, our clinical, nonclinical, and
pre-commercialization programs.
"Notwithstanding the foregoing, there can be no assurance that
future financings will be available to us in sufficient amounts, in
a timely manner, or on terms acceptable to us, if at all, or that
current or future development and commercialization collaborations
will generate revenue from future potential milestone payments or
otherwise."
Mangement Comments
"Vistagen's fiscal 2024 proved to be a year full of remarkable
accomplishments. Most notably, with our PALISADE-2 trial of
fasedienol, we became the first company to report positive results
of a Phase 3 trial for the acute treatment of social anxiety
disorder, a mental health disorder affecting the lives of over 30
million adults in the U.S for which there is no FDA-approved acute
treatment option. In addition, we recently initiated our
PALISADE-3 Phase 3 trial, which, if successful, has the potential
to complement PALISADE-2 in support of a fasedienol U.S. New Drug
Application submission," said Shawn Singh, chief executive officer
of Vistagen. "Our primary focus is on the high-quality execution of
our registration-directed PALISADE Phase 3 program for fasedienol
in social anxiety disorder, as well as the further progression of
our non-systemic, neurocircuitry-focused pherine development
programs involving itruvone for major depressive disorder and
hormone-free PH80 for menopausal hot flashes. We are
well-positioned on a path toward achieving multiple potential
value-creating catalysts during the year ahead as we pursue our
mission to develop and commercialize differentiated neuroscience
therapies to improve patients' lives worldwide."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1411685/000141168524000022/vtgn-20240331.htm
About VistaGen
Headquartered in San Francisco, California, VistaGen Therapeutics,
Inc. --
http://www.vistagen.com/-- is a biopharmaceutical company
committed to developing and commercializing innovative medicines
with the potential to go beyond the current standard of care for
anxiety, depression, and other CNS disorders.
VistaGen reported a net loss and comprehensive loss of $47.76
million for the fiscal year ended March 31, 2022, a net loss and
comprehensive loss of $17.93 million for the fiscal year ended
March 31, 2021, a net loss and comprehensive loss of $20.77 million
for the year ended March 31, 2020, and a net loss and comprehensive
loss of $24.59 million for the year ended March 31, 2019.
WATERBRIDGE MIDSTREAM: Moody's Rates New $1.15BB Term Loan 'B2'
---------------------------------------------------------------
Moody's Ratings assigned a B2 to WaterBridge Midstream Operating
LLC's proposed $1.15 billion senior secured term loan B due 2029.
WaterBridge's other ratings, including its B2 Corporate Family
Rating and stable outlook remain unchanged.
WaterBridge will use the proceeds to refinance its existing senior
secured term loan due 2026, including the payment of transaction
fees and expenses.
"WaterBridge Midstream Operating's credit profile benefits from the
company's proposed refinancing because it extends the debt maturity
profile," commented Jonathan Teitel, a Moody's Vice President and
Senior Analyst. "While leverage is high, Moody's expect free cash
flow to be applied toward debt reduction."
RATINGS RATIONALE
WaterBridge's B2 CFR reflects high leverage offset by Moody's
expectation for positive free cash flow to be applied toward debt
reduction. The company's leverage increased following the issuance
of an incremental term loan to redeem preferred equity at a parent
company in 2023, and by March 31, 2024, leverage was in the low 5x
area. WaterBridge also has preferred equity outstanding at another
parent company. The distribution of cash to redeem this preferred
equity or to pay cash dividends before meaningful debt reduction
could pressure ratings, particularly in light of weaker than
expected operating performance resulting in slower than expected
cash flow growth and leverage reduction. Volumes on the company's
system declined from the third quarter of 2023 to the first quarter
of 2024, in part because of consolidation among customers affecting
activity levels and delays by producers.
WaterBridge owns and operates produced water midstream
infrastructure important for oil production. The company has
integrated produced water disposal solutions including a scalable
network of water pipelines and produced water disposal wells. It
has high concentration in a single region, the Delaware Basin,
which exposes the company to basin specific event risks including
production, transportation (including potential takeaway
constraints), and weather-related disruptions, but this is a highly
economic oil-producing region in the US. The company also has
operations in the Arkoma Basin. WaterBridge benefits from its
customers' large quantity of dedicated acreage as well as areas of
mutual interest acreage. Long-term, fixed-fee contracts limit
direct commodity price risks though volumes are sensitive to
capital spending by producers. The company has a small amount of
minimum volume commitments. WaterBridge has flexibility on capital
expenditures based on opportunities to support growing volumes.
Moody's expects WaterBridge to maintain good liquidity through
2025. As of March 31, 2024, the company had $24 million of cash and
an undrawn revolver. Concurrent with the term loan refinancing,
WaterBridge is increasing its revolver to $100 from $85 million and
extending its maturity to 2028 from 2025. The revolver has a
springing net leverage covenant of 5x when revolver usage is more
than $45 million. Both the revolver and term loan are subject to
minimum debt service coverage ratio covenants of 1.1x. Moody's
expects that WaterBridge will comply with these covenants through
2025.
WaterBridge's proposed $1.15 billion senior secured term loan due
2029 is rated B2, which is the same as the CFR, because of the
small size of the $100 million super-priority revolver due 2028
relative to the term loan. WaterBridge Operating LLC (WaterBridge's
parent company) is expected to be a guarantor of the term loan.
The stable outlook reflects Moody's expectation for WaterBridge to
apply free cash flow toward debt repayment resulting in lower
leverage.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Factors that could lead to an upgrade include consistent EBITDA
growth and positive free cash flow applied toward debt reduction;
debt/EBITDA sustained below 4x; and good liquidity.
Factors that could lead to a downgrade include debt/EBITDA above 5x
or weakening liquidity.
WaterBridge, headquartered in Houston, Texas, owns and operates
water midstream infrastructure in the Southern Delaware Basin
(within the broader Permian Basin in Texas), and in the Arkoma
Basin in Oklahoma. The company is majority owned by investment
funds of Five Point Energy LLC.
The principal methodology used in this rating was Midstream Energy
published in February 2022.
WESTAR PLUMBING: Jody Corrales Named Subchapter V Trustee
---------------------------------------------------------
The U.S. Trustee for Region 14 appointed Jody Corrales, Esq., at
Deconcini McDonald Yetwin & Lacy P.C. as Subchapter V trustee for
Westar Plumbing Services, LLC.
Ms. Corrales will be paid an hourly fee of $375 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Corrales declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jody A. Corrales
Deconcini McDonald Yetwin & Lacy P.C.
252 E. Broadway Blvd., Suite 200
Tucson, AZ 85716
Telephone: 520-322-5000
Fax: 520-322-5585
Email: jcorrales@dmyl.com
About Westar Plumbing Services
Westar Plumbing Services, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-04301) on May
29, 2024, with $1 million to $10 million in both assets and
liabilities.
Judge Brenda Moody Whinery presides over the case.
Thomas H. Allen, Esq., at Allen, Jones & Giles, PLC represents the
Debtor as legal counsel.
WEWORK INC: Completes Lease Negotiations in Ireland, UK
-------------------------------------------------------
WeWork, the leading global flexible space provider, announced June
4, 2024, that it has completed its lease negotiations as part of
its strategic restructuring in the UK and Ireland. This landmark
moment, comprising operations in London, Cambridge, Edinburgh,
Birmingham, Manchester and Dublin, underscores WeWork’s
commitment to delivering an outstanding workspace environment and
best-in-class service to its members in the UK and Ireland,
following the process which began in September 2023.
With an enhanced real estate footprint made up of the Company's
strongest and most popular locations across all six cities, WeWork
is now focused on its go-forward plan, investing in its products
and services to provide an exceptional member experience for the
long term. WeWork continues to see positive return to office trends
in the UK and Ireland.
"We are delighted to have finalized our portfolio optimization in
the UK and Ireland. Our updated footprint is made up of our highest
quality and best-performing locations in the market." said Ben
Samuels, Chief Revenue Officer at WeWork. "On behalf of the entire
WeWork team, I want to express my gratitude to our members and
landlord partners for their steadfast support and loyalty during
this period. As we look to the future, WeWork is better positioned
to continue defining the future of flexible work, and we're
committed to investing in our spaces and services to deliver the
signature experience our members expect well into the future."
This April, WeWork saw total footfall by occupied desks increase by
25%* year over year across the UK and Ireland. All Access bookings
also increased by 34%* in London, and 51%* in Dublin in the same
time period.
"Over the past nine months, we've been intensely focused on
improving our balance sheet and optimizing our real estate
portfolio to achieve sustainable economic terms. We're thrilled to
have concluded our negotiations in the UK and Ireland, a key market
for us." says Peter Greenspan, Global Head of Real Estate, WeWork.
"This milestone would not have been possible without the support of
our landlord partners, to whom we are deeply grateful. Their
partnership, along with our enhanced operational efficiency and
continued dedication to our members, paves the way for a bright
future ahead of us. As demand for flexible workspace continues,
WeWork is poised to provide companies of all sizes with the space,
offerings and flexibility they need to thrive in this new era."
Globally, WeWork has finalized its extensive portfolio
rationalization process and completed its restructuring in the US
and Canada. The company successfully amended over 170 office leases
and exited 160 locations, reducing future rent costs by a projected
$12 billion, over half of the beginning rent commitments. WeWork
continues to be one of the largest flexible office space providers,
operating a system of approximately 45 million square feet in
approximately 600 locations in 37 countries and 120 cities. The
company expects to emerge from Chapter 11 mid-June substantially
debt free and better positioned to invest in its products,
services, and best-in-class member experience.
*As of April, 30 2024
About WeWork Inc.
New York, NY-based WeWork Inc. is a global flexible workspace
provider, serving a membership base of businesses large and small
through its network of 779 Systemwide Locations, including 622
Consolidated Locations as of December 2022.
WeWork Inc. and its affiliates sought relief under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.J. Case No. 23-19865) on Nov. 6,
2023. In its petition, WeWork Inc. reported $19 billion of
liabilities and $15 billion of assets.
The Debtors tapped Kirkland & Ellis LLP and Kirkland &
Ellis\International LLP, Cole Schotz PC, and Munger, Tolles & Olson
LLP as counsel; Alvarez & Marsal North America LLC and Province,
LLC as financial advisors; PJT Partners LP as investment banker;
and McManimon, Scotland & Baumann, LLC as local counsel. Softbank
is represented by Weil Gotshal & Manges LLP and Wollmuth Maher &
Deutsch LLP as legal counsel and Houlihan Lokey Capital as
financial advisor.
The Ad Hoc Group of First Lien and Second Lien Lenders is
represented by Davis Polk & Wardwell LLP (Eli Vonnegut, Elliot
Moskowitz, Natasha Tsiouris, Jonah Peppiatt) and Greenberg Traurig
LLP (Alan Brody) as legal counsel and Ducera Partners LLC as
financial advisor.
WEWORK INC: Emerges From Chapter 11 Bankruptcy With New CEO
-----------------------------------------------------------
WeWork on June 11, 2024, announced it has successfully emerged from
Chapter 11 and completed its global operational and financial
restructuring. The Company also announced its new Board of
Directors and the appointment of John Santora as Chief Executive
Officer, and a director of the Company, effective June 12, 2024.
This follows WeWork's prior announcement that David Tolley has
stepped down as CEO and as a director of the Company following the
completion of its global restructuring.
Anant Yardi, Founder and CEO, Yardi Systems, said: "Today is a
pivotal moment in WeWork's history. WeWork's emergence from Chapter
11 in the U.S. and Canada, as well as the completion of its global
restructuring, is the culmination of months of hard work and
commitment and I am grateful to everyone who has enabled this
successful outcome. I want to personally thank David for guiding
the Company through this complex process with vision and great
skill, leaving us well-positioned for future growth. I also want to
welcome John, who I have known and worked with for many years and
is the perfect leader to take us forward.
"While much has changed, we remain steadfastly committed to the
core elements that make WeWork so special: our incredible
community, our beautifully designed spaces, our innovative
technology, our global scale and our entrepreneurial spirit. We
now look forward with renewed purpose to ensure that we provide the
highest level of service to all of our members and stakeholders and
operate as their trusted partner."
Mr. Santora joins WeWork from Cushman & Wakefield, where he most
recently served as the firm's Tri-State Chairman. He is one of the
commercial real estate industry's most experienced executives.
Over more than 40 years at Cushman & Wakefield, Mr. Santora has
held a number of leadership roles, including CEO of North America,
the firm's largest region. Prior to his appointment as Tri-State
Chairman, Mr. Santora served as Global Chief Operating Officer and
Chief Integration Officer.
Mr. Santora said: "I am delighted to join WeWork at this exciting
moment in the Company's history. Thanks to the tireless efforts of
the entire organization, we are well-positioned to look
optimistically to the future and to realize the incredible
potential of this wonderful company. I firmly believe that
flexible work is no longer just an option, but rather a strategic
imperative for companies wanting to maximize the efficiency of
their real estate footprint, as well as their dynamic workforce.
While there is much work to do, with these supportive, structural
trends, and a restructured organization in place, I could not be
more confident in our future and I am energized and excited by the
challenge that lies ahead.
"I would also like to take this moment to thank all of my
colleagues, partners and clients -- and the entire Cushman &
Wakefield family, past and present -- who I have had the sincere
pleasure and honor to work with over the past 47 years. I am so
proud of how the firm has evolved and I wish everyone associated
with the company the very best."
Board of Directors
Following its emergence from Chapter 11 in the U.S. and Canada,
WeWork also announced its new Board of Directors:
* Anant Yardi, Founder and Chief Executive Officer of Yardi
Systems
* Adnan Ahmad, Advisor, Yardi Systems
* Arnie Brier, Senior Vice President and General Counsel, Yardi
Systems
* Jason Yardi, Senior Director, Technology, Yardi Systems
* Daniel Ehrmann, Partner and Head of Restructuring at King
Street
* Jagannath Iyer, Partner at SoftBank Investment Advisers
* John Santora, Chief Executive Officer, WeWork
Tolley Steps Down as CEO
WeWork also announced June 11, 2024, that David Tolley intends to
step down as Chief Executive Officer and as a director of WeWork.
The transition will occur upon the Company's emergence from Chapter
11.
"When I joined WeWork just over one year ago, I knew the company
faced real challenges in order to restructure its business to
become financially and operationally sustainable," said David
Tolley, CEO. "I'm delighted to have had the opportunity to lead
our unique, incredible company into and out of this remarkably
successful, transformational restructuring. We cut our future
lease obligations in half, shed billions of dollars in debt, raised
$400 million of additional equity capital and are now positioned
for long-term growth and profitability.
"Through this period of volatility, we have continued to serve over
half a million systemwide members every single day. Those members,
and our employees, deserve nothing less than a strong and
aspirational WeWork focused on the future and determined to lead
the category we created. I'm deeply grateful for the opportunity
I've had to contribute to driving our company forward, and would
like to express my heartfelt thanks to all of the members of the
WeWork team who've worked tirelessly with me over the last year. I
will look on with great satisfaction as WeWork moves from strength
to strength in the coming years."
Since joining in February 2023 -- initially as a Board member and
then as CEO -- David has successfully led WeWork through a
comprehensive, global, operational and financial transformation.
During his tenure, WeWork right-sized its real estate portfolio,
successfully renegotiating over 190 leases and exiting over 170
unprofitable locations, reducing annual rent and tenancy expenses
by over $800 million and total future rent expenses by more than
$12 billion or over 50%. The Company also equitized $4 billion of
prepetition indebtedness and secured $400 million of new equity
capital to support operating investments and future strategic
growth. Additionally during this period, the WeWork management
team dramatically improved operating efficiency, including by
reducing SG&A expenses by over 30%, while simultaneously
reinvesting in core products, services and real estate to
continuously improve the company's member experience. This
reinvestment and focus on member experience resulted in an
improvement of over 20% in WeWork's net promoter score. In total,
these efforts have positioned WeWork to maintain its position of
industry leadership and deliver sustainable, profitable growth,
excellence in service delivery and innovation, and an enhanced
member experience far into the future.
Approved Plan
WeWork announced May 30, 2024, that its Plan of Reorganization has
been confirmed by the United States Bankruptcy Court for the
District of New Jersey, a final step in the Company's operational
and financial restructuring.
Nine months ago, WeWork commenced its restructuring to address its
high-cost, legacy lease portfolio and dramatically reduce its
corporate debt. During this period, the Company renegotiated
hundreds of office leases with its landlord partners and closely
collaborated with its largest creditors and other financial
stakeholders. As a result of these efforts, WeWork's approved Plan
of Reorganization positions the Company to deliver sustainable,
profitable growth, excellence in service delivery and innovation,
and an enhanced member experience.
Through the approved Plan, WeWork will:
* Eliminate more than $4 billion of prepetition debt, emerging
debt-free;
* Reduce total future rent expenses by approximately $12 billion
or over 50%;
* End the substantial operating losses that characterized the
Company's years of hypergrowth and subsequent contraction;
* Secure $400 million of new equity capital to support operating
investments and future strategic growth; and
* Operate as a private company, owned by its prepetition secured
lenders.
Modern companies and commercial office landlords continue to
navigate and adapt to evolving hybrid working patterns. WeWork is
positioned to capitalize on emerging industry tailwinds and help
these organizations thrive by delivering:
-- Unmatched global scale: WeWork continues to be one of the
largest flexible office space providers, with a system-wide
portfolio of approximately 45 million square feet in approximately
600 locations in 37 countries and 120 cities around the world.
-- Beautifully designed flexible workspaces with exceptional
hospitality: WeWork offers organizations of all sizes flexibility
across time, space, and cost. From intimate private offices to
expansive full floors, WeWork provides thoughtfully designed,
modern spaces, in-building amenities and hospitality, and a strong
community that supports global enterprises, small businesses, and
entrepreneurs.
-- Cutting-Edge Technology Solutions: Underpinning each WeWork
location is its proprietary tech platform, driving seamless
integration of building technology and streamlined bookings.
Through WeWork Workplace, the Company’s space management
software, organizations gain valuable and actionable insights into
their workplace utilization, empowering them to optimize their
workplace strategies.
"We have worked closely with the largest landlords around the world
and one thing is clear: they believe in the future of the flexible
office and they believe in the future of WeWork," added Peter
Greenspan, Global Head of Real Estate at WeWork. "As global office
demand continues to move toward flexible approaches, only WeWork
has the technology, community and data to support landlords in
creating truly outstanding offerings for modern organizations.
We're grateful to each and every landlord who came to the table to
collaborate with us over the past nine months, and we look forward
to building on our existing partnerships far into the future."
About WeWork Inc.
New York, NY-based WeWork Inc. is a global flexible workspace
provider, serving a membership base of businesses large and small
through its network of 779 Systemwide Locations, including 622
Consolidated Locations as of December 2022.
WeWork Inc. and its affiliates sought relief under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.J. Case No. 23-19865) on Nov. 6,
2023. In its petition, WeWork Inc. reported $19 billion of
liabilities and $15 billion of assets.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP, Cole Schotz PC, and Munger, Tolles & Olson LLP
as counsel; Alvarez & Marsal North America LLC and Province, LLC as
financial advisors; PJT Partners LP as investment banker; and
McManimon, Scotland & Baumann, LLC as local counsel. Softbank is
represented by Weil Gotshal & Manges LLP and Wollmuth Maher &
Deutsch LLP as legal counsel and Houlihan Lokey Capital as
financial advisor.
The Ad Hoc Group of First Lien and Second Lien Lenders is
represented by Davis Polk & Wardwell LLP (Eli Vonnegut, Elliot
Moskowitz, Natasha Tsiouris, Jonah Peppiatt) and Greenberg Traurig
LLP (Alan Brody) as legal counsel and Ducera Partners LLC as
financial advisor.
WHITEHORSE 401: Case Summary & 17 Unsecured Creditors
-----------------------------------------------------
Debtor: Whitehorse 401 LLC
1274 49th Street
Brooklyn, NY 11219
Business Description: Whitehorse 401 is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: June 11, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-42466
Judge: Hon. Elizabeth S Stong
Debtor's Counsel: Charles Wertman, Esq.
LAW OFFICES OF CHARLES WERTMAN P.C.
100 Merrick Road Suite 304W
Rockville Centre NY 11570-4807
Tel: (516) 284-0900
E-mail: charles@cwertmanlaw.com
Total Assets: $0
Total Liabilities: $6,996,924
The petition was signed by Mitchel Steiman as authorized
representative of the Debtor.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 17 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/VL6ZMGA/Whitehorse_401_LLC__nyebke-24-42466__0001.0.pdf?mcid=tGE4TAMA
WITMAN PENSION: Tarek Kiem Named Subchapter V Trustee
-----------------------------------------------------
The U.S. Trustee for Region 21 appointed Tarek Kiem, Esq., at Kiem
Law, PLLC as Subchapter V trustee for Witman Pension Consulting,
L.L.C.
Mr. Kiem will be paid an hourly fee of $300 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Kiem declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Tarek Kiem, Esq.
Kiem Law, PLLC
8461 Lake Worth Road, Suite 114
Lake Worth, FL 33467
Tel: (561) 600-0406
Email: tarek@kiemlaw.com
About Witman Pension Consulting
Witman Pension Consulting L.L.C. sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
24-15330) on May 30, 2024, with up to $50,000 in assets and up to
$500,000 in liabilities.
Judge Peter D Russin presides over the case.
Thomas L. Abrams, Esq., and the law firm of Gamberg & Abrams
represents the Debtor as counsel.
WOM SA: Dechert LLP & Young Conaway Update List of WOM Noteholders
------------------------------------------------------------------
In the Chapter 11 cases of WOM S.A.., et al., the Ad Hoc Group of
WOM Noteholders filed a second verified statement pursuant to Rule
2019 of the Federal Rules of Bankruptcy Procedure.
The Ad Hoc Group of WOM Noteholders is comprised of certain holders
of, or investment managers or investment advisors to holders of,
outstanding 6.875% senior notes due 2024 (the "2024 Notes") and
4.7% senior notes due 2028 (the "2028 Notes" and together with the
2024 Notes, the "Senior Notes") issued by Kenbourne Invest S.A. and
guaranteed by NC Telecom II AS and its subsidiaries, including,
among others, WOM S.A. and WOM Mobile S.A. (the "Guarantors"),
pursuant to indentures dated as of November 26, 2019 and January
22, 2021, respectively, and supplemental indentures dated as of
October 14, 2022, and each executed by Kenbourne and the
Guarantors, U.S. Bank National Association as trustee, and U.S.
Bank National Association as principal paying agent, transfer agent
and registrar.
The Ad Hoc Group is represented by the Dechert LLP ("Dechert"), as
counsel, and Young Conaway Stargatt & Taylor, LLP ("Young Conaway")
(and together with Dechert, "Counsel"), as local Delaware counsel.
Counsel does not hold any disclosable economic interests (as that
term is defined in Bankruptcy Rule 2019(a)(1)) in relation to the
Debtors. Dechert's address is Three Bryant Park, 1095 Avenue of the
Americas, New York, New York, 10036. Young Conaway's address is
1000 North King Street, Wilmington, Delaware, 19801.
The Ad Hoc Group submits this Second Verified Statement to update
the Ad Hoc Group's holdings of disclosable economic interest
currently held by its members, as of June 7, 2024.
The members of the Ad Hoc Group beneficially own or manage (or are
the investment advisors or investment managers for funds or
accounts that beneficially own or manage) approximately $365.27
million in aggregate principal amount of the Senior Notes including
$226.65 million in 2024 Notes and $138.62 million in 2028 Notes.
The names, addresses, and disclosable economic interests of all the
members of the Ad Hoc Group of WOM Noteholders as of June 7, 2024,
are as follows:
1. AMUNDI ASSET MANAGEMENT US, INC. in its capacity as
investment adviser to certain holders of the Senior
Notes
60 State Street
Boston, MA 02109
* Senior Notes due 2024 ($19,616,000)
2. Certain funds and accounts managed or advised by
BLACKROCK FINANCIAL MANAGEMENT, INC. - FIXED INCOME
GROUP
50 Hudson Yards
New York, NY 10001
* Senior Notes due 2024 ($65,069,000)
* Senior Notes due 2028 ($34,315,000)
3. MONEDA S.A. ADMINISTRADORA GENERAL DE FONDOS, including
through its affiliates, in its capacity as investment
manager or investment adviser (as applicable), on
behalf of certain funds.
Isidora Goyenechea 3621
Floor 8, 7550110
Santiago, Las Condes
Chile
* Senior Notes due 2024 ($76,865,000)
* Senior Notes due 2028 ($55,811,000)
* Invoices (facturas) owed by WOM S.A. ($2,706,290)
4. Certain funds and accounts managed or advised by GLG
PARTNERS LIMITED, in its capacity as investment manager
or sub-investment manager (as applicable) on behalf of
certain funds.
Riverbank House, 2 Swan Lake
London EC4R 3AD
United Kingdom
* Senior Notes due 2024 ($65,101,000)
* Senior Notes due 2028 ($48,492,000)
Counsel to the Ad Hoc Group of WOM Noteholders:
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Robert S. Brady, Esq.
Robert F. Poppiti, Jr., Esq.
1000 North King Street
Wilmington, Delaware 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
- and -
DECHERT LLP
Allan S. Brilliant, Esq.
Stephen M. Wolpert, Esq.
Isaac D. Stevens, Esq.
1095 Avenue of the Americas
New York, New York 10036-6797
Telephone: (212) 698-3500
Facsimile: (212) 698-3599
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.
XPLORNET COMMUNICATIONS: XAI Octagon Marks $138,150 Loan at 55% Off
-------------------------------------------------------------------
XAI Octagon Floating Rate & Alternative Income Trust has marked its
$138,150 loan extended to Xplornet Communications, Inc to market at
$62,535 or 45% of the outstanding amount, as of March 31, 2024,
according to a disclosure contained in XAI Octagon's Form N-CSR for
the Fiscal year ended March 31, 2024, filed with the Securities and
Exchange Commission.
XAI Octagon is a participant in a Senior Secured First Lien
Loan-Refinancing (3M SOFR + 4%) to Xplornet Communications, Inc.
The loan matures on October 2, 2028.
XAI Octagon is a diversified, closed-end management investment
company registered under the Investment Company Act of 1940, as
amended. The Trust commenced operations on September 27, 2017.
Date of Fiscal Year End: September 30
XAI Octagon is led Theodore J. Brombach, President and Chief
Executive Officer; and Derek J. Mullins, Treasurer & Chief
Financial Officer. The fund can be reach through:
Theodore J. Brombach
XAI Octagon Floating Rate & Alternative Income Trust
321 North Clark Street, Suite 2430
Chicago, IL 60654
Telephone:(312) 374-6930
- and -
Benjamin D. McCulloch, Esq.
XA Investments LLC
321 North Clark Street, Suite 2430
Chicago, IL 60654
Telephone:(312) 374-6930
Xplornet Communications Inc operates as a broadband service
provider. The Company offers voice and data communication services
through wireless and satellite networks. Xplornet Communications
serves customers in Canada.
YZ ENTERPRISES: Commences Subchapter V Bankruptcy Proceeding
------------------------------------------------------------
On May 31, 2024 YZ Enterprise Inc. filed for chapter 11 protection
in the Northern District of Ohio. According to court filing, the
Debtor reports $3,738,187 in debt owed to 50 and 99 creditors. The
petition states funds will be available to unsecured creditors.
About YZ Enterprise Inc.
YZ Enterprise Inc. is a food manufacturer specializing in bites,
cookies, and toastees.
YZ Enterprise Inc. filed for chapter 11 protection in the Northern
District of Ohio (Case No. 24-31033). The Debtor reported assets
of $500,000 to $1 million and liabilities of $1 million to $10
million.
The Honorable Bankruptcy Judge John P. Gustafson handles the case.
The Debtor is represented by:
Eric R. Neuman, Esq.
1930 Indian Wood Circle
Maumee, OH 43537
Tel: 419-238-5025
Fax: 419-238-4705
E-mail: Steven@drlawllc.com;
Kim@drlawllc.com;
Eric@drlawllc.com
ZANE STATE: Moody's Alters Outlook on 'Ba1' Issuer Rating to Pos.
-----------------------------------------------------------------
Moody's Ratings has revised Zane State College's (OH) outlook on
the underlying rating to positive from stable and concurrently
affirmed the Ba1 issuer and underlying revenue bond ratings.
Moody's maintains the enhanced rating of Aa1, which is under review
for possible downgrade. As of fiscal year end 2023, the college
recorded $4.6 million of outstanding debt.
The outlook revision to positive reflects expectations of continued
effort to right-size operations, which has led to improved EBIDA
margins and better debt service coverage. It also reflects
expectations of stability in total cash and investments relative to
expenses and adjusted debt, metrics which have improved markedly.
RATINGS RATIONALE
The Ba1 issuer rating reflects Zane State's constrained financial
position and challenged student market. Weak regional high school
demographics will continue to suppress enrollment and net tuition
revenue. State support has declined but remains solid, comprising
45% of total operating revenues. The fiscal 2023 EBIDA margin was
8%, reflecting improvement from pre-pandemic years in the low
single digits. Stronger pandemic years with margins in the 10-12%
range aided the college in growing wealth relative to operations,
covering expenses at 1.1x in fiscal 2023. The college's liquidity
position has also improved, with 126 monthly days cash on hand in
fiscal 2023. Still, Zane State remains constrained by a small
scale, declining enrollment, and elevated pension obligations. With
no additional debt plans, balance sheet leverage will continue to
be manageable.
The Ba1 underlying revenue bond rating incorporates the issuer
rating and the pledge of general receipts supporting bond
repayment.
RATING OUTLOOK
The positive underlying outlook reflects Moody's expectations that
the college will continue making adjustments to its budget to meet
its enrollment and operating challenges, with debt service coverage
of at least 1x in fiscal 2024 and 2025.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Continuation of sound operating performance leading to debt
service coverage above 1x over a multi-year period and maintenance
of days cash on hand
-- Significant growth in operating scale including positive trends
in net tuition revenue
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Inability to sustain positive EBIDA margins
-- Material decline in liquidity below 50 days cash on hand
-- Issuance of additional debt, putting further pressure on debt
service coverage
LEGAL SECURITY
All rated securities are General Receipt Bonds which are secured by
a gross pledge and first lien on the college's general receipts,
including tuition and fees, and other legally available revenue,
but excluding state appropriations, and restricted gifts and
grants.
PROFILE
Zane State College is an open admissions college serving local
counties and several school districts with two physical locations
in Zanesville and Cambridge, Ohio. The college is funded primarily
by a combination of student charges and state appropriations. At
fiscal 2023 year-end, the college recorded $15 million in operating
revenue and as of fall 2023, enrolled 1,672 headcount students.
METHODOLOGY
The principal methodology used in these ratings was Higher
Education Methodology published in August 2021.
ZION OIL: All Three Proposals Approved at Annual Meeting
--------------------------------------------------------
Zion Oil & Gas, Inc. reported 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 at which the stockholders:
(1) elected Kent Siegel, Sarah Caygill, Javier Mazon, Jeffrey
Moskowitz, and John Brown as Class I directors to serve a
term of three years to expire at the 2027 Annual Meeting of
stockholders or until their respective successors are duly
elected and qualified;
(2) ratified the appointment of RBSM, LLP as the Company's
auditors for the year ending Dec. 31, 2024; and
(3) approved an amendment for an additional number of shares of
common stock available under the 2021 Omnibus Incentive
Plan
for employees, directors and consultants reserving for
issuance thereunder an additional 20 million shares of
Common
Stock and thereby increasing the number of shares the
Company
is authorized to issue thereunder from 38,823,555 shares to
58,823,500 shares.
About Zion Oil & Gas
Dallas, Texas-based Zion Oil & Gas, a US public company traded on
the OTC Market, explores for oil and gas onshore in Israel,
spanning approximately 75,000 acres under the Megiddo Valleys
License 434.
Las Vegas, Nevada-based RBSM LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
20, 2024, citing that the Company has suffered recurring losses
from operations and had an accumulated deficit that raises
substantial doubt about its ability to continue as a going concern.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re The Oakley Agency LLC
Bankr. N.D. Ga. Case No. 24-54588
Chapter 11 Petition filed May 6, 2024
Filed Pro Se
In re Kingsworld Cargo And Travels Inc.
Bankr. N.D. Ga. Case No. 24-55342
Chapter 11 Petition filed May 29, 2024
Filed Pro Se
In re BBCT Investments & Holding LLC
Bankr. N.D. Ga. Case No. 24-55794
Chapter 11 Petition filed June 3, 2024
See
https://www.pacermonitor.com/view/6K2EACQ/BBCT_Investments__Holding_LLC__ganbke-24-55794__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Buckhead Builders Group LLC
Bankr. N.D. Ga. Case No. 24-55835
Chapter 11 Petition filed June 3, 2024
Filed Pro Se
In re JW Legacy Real Estate Holdings
Bankr. N.D. Ga. Case No. 24-40862
Chapter 11 Petition filed June 3, 2024
Filed Pro Se
In re 2101 Commercial Inc.
Bankr. S.D. Fla. Case No. 24-15593
Chapter 11 Petition filed June 4, 2024
See
https://www.pacermonitor.com/view/VRIENHY/2102_Commercil_Inc__flsbke-24-15593__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Ben Het LLC
Bankr. N.D. Ga. Case No. 24-55880
Chapter 11 Petition filed June 4, 2024
Filed Pro Se
In re Nya Holdings, LLC
Bankr. N.D. Ga. Case No. 24-55898
Chapter 11 Petition filed June 4, 2024
Filed Pro Se
In re Polished Doors LLC
Bankr. N.D. Ga. Case No. 24-55899
Chapter 11 Petition filed June 4, 2024
Filed Pro Se
In re Reddor Investments, LLC
Bankr. N.D. Ga. Case No. 24-55887
Chapter 11 Petition filed June 4, 2024
Filed Pro Se
In re SK Construction and Consulting, Inc.
Bankr. N.D. Ga. Case No. 24-55892
Chapter 11 Petition filed June 4, 2024
Filed Pro Se
In re The Baltc Connection, LLC
Bankr. N.D. Ga. Case No. 24-55884
Chapter 11 Petition filed June 4, 2024
Filed Pro Se
In re JRNY Counseling LP
Bankr. S.D. Ind. Case No. 24-02923
Chapter 11 Petition filed June 4, 2024
See
https://www.pacermonitor.com/view/PNLF3VA/JRNY_Counseling_LP__insbke-24-02923__0001.0.pdf?mcid=tGE4TAMA
represented by: Shawn Brock, Esq.
BROCK LEGAL LLC
E-mail: zach@indyfinancelaw.com
In re M & T 99 Lafayette Inc.
Bankr. E.D.N.Y. Case No. 24-72148
Chapter 11 Petition filed June 4, 2024
See
https://www.pacermonitor.com/view/625I6UA/M__T_99_Lafayette_Inc__nyebke-24-72148__0001.0.pdf?mcid=tGE4TAMA
represented by: Alexander K. Yu, Esq.
E-mail: alexanderkyu@hotmail.com
In re 26 Highview LLC
Bankr. S.D.N.Y. Case No. 24-22501
Chapter 11 Petition filed June 4, 2024
See
https://www.pacermonitor.com/view/YAXGNDY/26_Highview_LLC__nysbke-24-22501__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re XL REI LLC
Bankr. N.D. Tex. Case No. 24-31655
Chapter 11 Petition filed June 4, 2024
See
https://www.pacermonitor.com/view/MXQKOYY/XL_REI_LLC__txnbke-24-31655__0001.0.pdf?mcid=tGE4TAMA
represented by: C. Daniel Herrin, Esq.
HERRIN LAW, PLLC
E-mail: ecf@herrinlaw.com
In re Brendan F. Gowing and Catherine H. Gowing
Bankr. S.D. Tex. Case No. 24-32633
Chapter 11 Petition filed June 4, 2024
represented by: Robert Lane, Esq.
In re Vicksburg One LLC
Bankr. S.D. Tex. Case No. 24-32625
Chapter 11 Petition filed June 4, 2024
Filed Pro Se
In re Stone Masters Inc.
Bankr. E.D. Wash. Case No. 24-00904
Chapter 11 Petition filed June 4, 2024
See
https://www.pacermonitor.com/view/3HZY7GI/Stone_Masters_Inc__waebke-24-00904__0001.0.pdf?mcid=tGE4TAMA
represented by: Metiner G. Kimel, Esq.
KIMEL LAW OFFICES
E-mail: mkimel@mkimellaw.com
In re Mani. Me Inc.
Bankr. C.D. Cal. Case No. 24-14492
Chapter 11 Petition filed June 5, 2024
See
https://www.pacermonitor.com/view/PTNP3DI/Mani_Me_INC__cacbke-24-14492__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Saffron Enterprises, Inc.
Bankr. C.D. Cal. Case No. 24-11441
Chapter 11 Petition filed June 5, 2024
See
https://www.pacermonitor.com/view/UYA2XCA/Saffron_Enterprises_Inc__cacbke-24-11441__0001.0.pdf?mcid=tGE4TAMA
represented by: Andrew Bisom, Esq.
LAW OFFICE OF ANDREW S. BISOM
E-mail: abisom@bisomlaw.com
In re Garrett Lillard
Bankr. M.D. Fla. Case No. 24-01609
Chapter 11 Petition filed June 5, 2024
represented by: Richard Perry, Esq.
In re RAA Restaurant Group, Inc.
Bankr. N.D. Ga. Case No. 24-55977
Chapter 11 Petition filed June 5, 2024
See
https://www.pacermonitor.com/view/EWFXHEI/RAA_RESTAURANT_GROUP_INC__ganbke-24-55977__0001.0.pdf?mcid=tGE4TAMA
represented by: Leonard R. Medley,, III, Esq.
LEONARD MEDLEY
E-mail: closer@mkalaw.com
In re Sha-Yah Allah, LLC
Bankr. N.D. Ga. Case No. 24-55953
Chapter 11 Petition filed June 5, 2024
Filed Pro Se
In re 910 12th Street LLC
Bankr. E.D.N.Y. Case No. 24-72171
Chapter 11 Petition filed June 5, 2024
See
https://www.pacermonitor.com/view/2YOLAIQ/910_12th_Street_LLC__nyebke-24-72171__0001.0.pdf?mcid=tGE4TAMA
represented by: Raymond W. Verdi, Jr., Esq.
LAW OFFICE OF RAYMOND W. VERDI, JR.
E-mail: rwvlaw@yahoo.com
In re Innovative Dwellings LLC
Bankr. E.D.N.Y. Case No. 24-72158
Chapter 11 Petition filed June 5, 2024
See
https://www.pacermonitor.com/view/PZT75PI/Innovative_Dwellings_LLC__nyebke-24-72158__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Stone Haretige Capital LLC
Bankr. S.D.N.Y. Case No. 24-35580
Chapter 11 Petition filed June 5, 2024
See
https://www.pacermonitor.com/view/MPGQVTQ/Stone_Haretige_Capital_LLC__nysbke-24-35580__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Melvin Paul Zebroski and Robin Lynn Zebroski
Bankr. D.S.D Case No. 24-50048
Chapter 11 Petition filed June 5, 2024
represented by: Clair Gerry, Esq.
GERRY LAW FIRM, PROF. LLC
In re Derek B Godwin and Meredith A Godwin
Bankr. M.D. Tenn. Case No. 24-02046
Chapter 11 Petition filed June 5, 2024
represented by: Henry Hildebrand, Esq.
DUNHAM HILDEBRAND PAYNE WALDRON, PLLC
In re Snead and Sons Trucking LLC
Bankr. E.D. Va. Case No. 24-32119
Chapter 11 Petition filed June 5, 2024
See
https://www.pacermonitor.com/view/LDQO2ZY/Snead_and_Sons_Trucking_LLC__vaebke-24-32119__0001.0.pdf?mcid=tGE4TAMA
represented by: James E. Kane, Esq.
KANE & PAPA, P.C.
E-mail: jkane@kaneandpapa.com
In re 3 Mountains LLC
Bankr. D. Ariz. Case No. 24-04563
Chapter 11 Petition filed June 6, 2024
Filed Pro Se
In re Thirty Three Thirty Three, LLC
Bankr. E.D. Cal. Case No. 24-22495
Chapter 11 Petition filed June 6, 2024
See
https://www.pacermonitor.com/view/GQU7ROI/Thirty_Three_Thirty_Three_LLC__caebke-24-22495__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Admire Restorative Mental Health Services Inc.
Bankr. M.D. Fla. Case No. 24-02861
Chapter 11 Petition filed June 6, 2024
See
https://www.pacermonitor.com/view/42FU7KA/Admire_Restorative_Mental_Health__flmbke-24-02861__0001.0.pdf?mcid=tGE4TAMA
represented by: Jeffrey S. Ainsworth, Esq.
BRANSONLAW, PLLC
E-mail: jeff@bransonlaw.com
In re Investor's Genie LLC
Bankr. E.D.N.Y. Case No. 24-42419
Chapter 11 Petition filed June 6, 2024
See
https://www.pacermonitor.com/view/LF25MDQ/Investors_Genie_LLC_Antonio_Nulud__nyebke-24-42419__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Snc Watson LLC
Bankr. E.D.N.Y. Case No. 24-42410
Chapter 11 Petition filed June 6, 2024
See
https://www.pacermonitor.com/view/HN5U72Y/Snc_Watson_LLC__nyebke-24-42410__0001.0.pdf?mcid=tGE4TAMA
represented by: Joshua Reid Bronstein, Esq.
THE LAW OFFICES OF JOSHUA BRONSTEIN &
ASSOCIATES, PLLC
E-mail: jbrons5@yahoo.com
In re 105 Bat Corp.
Bankr. S.D.N.Y. Case No. 24-22512
Chapter 11 Petition filed June 6, 2024
See
https://www.pacermonitor.com/view/3TSQXAI/105_Bat_Corp__nysbke-24-22512__0001.0.pdf?mcid=tGE4TAMA
represented by: H Bruce Bronson, Esq.
BRONSON LAW OFFICES PC
E-mail: hbbronson@bronsonlaw.net
In re Ann D. Bass
Bankr. W.D. Tex. Case No. 24-51078
Chapter 11 Petition filed June 6, 2024
represented by: Ronald Smeberg, Esq.
In re Katja Van Herle
Bankr. C.D. Cal. Case No. 24-14529
Chapter 11 Petition filed June 7, 2024
represented by: Brian Davidoff, Esq.
In re Nestor Octavio Perez and Justina Pereira Perez
Bankr. M.D. Fla. Case No. 24-03255
Chapter 11 Petition filed June 7, 2024
represented by: Michael Barnett, Esq.
FLORIDA LAW ADVISORS, PA
In re Pinto Distributor, LLC
Bankr. S.D. Fla. Case No. 24-15708
Chapter 11 Petition filed June 7, 2024
See
https://www.pacermonitor.com/view/4IQKBYY/Pinto_Distributor_LLC__flsbke-24-15708__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Pharaoh Mobile Detail
Bankr. D. Mass. Case No. 24-11142
Chapter 11 Petition filed June 7, 2024
See
https://www.pacermonitor.com/view/5OFGJOQ/Pharaoh_Mobile_Detail__mabke-24-11142__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Carmen Sinaguinan Padiernos
Bankr. D. Nev. Case No. 24-12867
Chapter 11 Petition filed June 7, 2024
represented by: David Riggi, Esq.
In re Muslum Kazimov
Bankr. E.D.N.Y. Case No. 24-42438
Chapter 11 Petition filed June 7, 2024
represented by: Alla Kachan, Esq.
In re Lone Star Logistics and Delivery, LLC
Bankr. E.D. Tex. Case No. 24-41357
Chapter 11 Petition filed June 7, 2024
See
https://www.pacermonitor.com/view/U3DKLKQ/Lone_Star_Logistics_and_Delivery__txebke-24-41357__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael S. Mitchell, Esq.
DEMARCO MITCHELL, PLLC
Email: mike@demarcomitchell.com
In re SJB Trucking, LLC
Bankr. D. Wyo. Case No. 24-20218
Chapter 11 Petition filed June 7, 2024
See
https://www.pacermonitor.com/view/AUCTFOY/SJB_Trucking_LLC__wybke-24-20218__0001.0.pdf?mcid=tGE4TAMA
represented by: Clark D. Stith, Esq.
CLARK D. STITH
E-mail: clarkstith@wyolawyers.com
In re Coral Pointe 604, LLC
Bankr. S.D. Fla. Case No. 24-15740
Chapter 11 Petition filed June 9, 2024
See
https://www.pacermonitor.com/view/W7UHWCA/Coral_Pointe_604_LLC__flsbke-24-15740__0001.0.pdf?mcid=tGE4TAMA
represented by: Joel Aresty, Esq.
JOEL M. ARESTY PA
E-mail: aresty@icloud.com
In re AMC Engineering Inc.
Bankr. D.P.R. Case No. 24-02414
Chapter 11 Petition filed June 9, 2024
See
https://www.pacermonitor.com/view/WPH36WA/AMC_ENGINEERING_INC_AMC_ENGINEERING__prbke-24-02414__0001.0.pdf?mcid=tGE4TAMA
represented by: Jorge Rafael Collazo Sanchez, Esq.
JORGE R COLLAZO LAW OFFICE
E-mail: lcdocollazolaw@gmail.com
In re Avery Manuel Eugene Hernandez, Sr.
Bankr. D. Colo. Case No. 24-13201
Chapter 11 Petition filed June 10, 2024
represented by: Brett Weiss, Esq.
THE WEISS LAW GROUP, LLC
In re Francisco's Building LLC
Bankr. D. Colo. Case No. 24-13187
Chapter 11 Petition filed June 10, 2024
See
https://www.pacermonitor.com/view/ZHD3FFI/Franciscos_Building_LLC__cobke-24-13187__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Aguila Investments, LLC
Bankr. M.D. Fla. Case No. 24-03300
Chapter 11 Petition filed June 10, 2024
See
https://www.pacermonitor.com/view/2AEYT3I/Aguila_Investments_LLC__flmbke-24-03300__0001.0.pdf?mcid=tGE4TAMA
represented by: Jorge Acosta, Esq.
JORGE ACOSTA
E-mail: jorge@attorneyacosta.com
In re Stephen P Collins and Elizabeth A Collins
Bankr. M.D. Fla. Case No. 24-02900
Chapter 11 Petition filed June 10, 2024
represented by: Kenneth D. Herron Jr, Esq.
HERRON HILL LAW GROUP, PLLC
In re Ivankovich Family LLC
Bankr. S.D. Fla. Case No. 24-15755
Chapter 11 Petition filed June 10, 2024
See
https://www.pacermonitor.com/view/DGYLKLY/Steve_IVANKOVICH_FAMILY_LLC__flsbke-24-15755__0001.0.pdf?mcid=tGE4TAMA
represented by: Jason Wandner, Esq.
JASON WANDNER
E-mail: jason@wandnerlaw.com
In re Regal Freight Lines LLC
Bankr. S.D. Ind. Case No. 24-03026
Chapter 11 Petition filed June 10, 2024
See
https://www.pacermonitor.com/view/3L62K3Y/Regal_Freight_Lines_LLC__insbke-24-03026__0001.0.pdf?mcid=tGE4TAMA
represented by: Shawn Brock, Esq.
BROCK LEGAL LLC
E-mail: zach@indyfinancelaw.com
In re Richmond 100 St LLC
Bankr. E.D.N.Y. Case No. 24-42453
Chapter 11 Petition filed June 10, 2024
See
https://www.pacermonitor.com/view/NKFFRYI/RICHMOND_100_ST_LLC__nyebke-24-42453__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re In Home Program, Inc.
Bankr. E.D. Pa. Case No. 24-11991
Chapter 11 Petition filed June 10, 2024
See
https://www.pacermonitor.com/view/ZHYC5GI/In_Home_Program_Inc__paebke-24-11991__0001.0.pdf?mcid=tGE4TAMA
represented by: Albert A. Ciardi, III, Esq.
CIARDI CIARDI & ASTIN
E-mail: aciardi@ciardi.law
In re John Palavros and Amy M. Palavros
Bankr. W.D. Pa. Case No. 24-21443
Chapter 11 Petition filed June 10, 2024
represented by: Donald Calaiaro, Esq.
In re Lloyd Raymond Amos, II and Teri Lee Amos
Bankr. W.D. Pa. Case No. 24-21442
Chapter 11 Petition filed June 10, 2024
represented by: Donald Calaiaro, Esq.
In re JRI, LLC
Bankr. W.D. Tenn. Case No. 24-22756
Chapter 11 Petition filed June 10, 2024
See
https://www.pacermonitor.com/view/Y7CE5NY/JRI_LLC__tnwbke-24-22756__0001.0.pdf?mcid=tGE4TAMA
represented by: John Dunlap, Esq.
LAW OFFICE OF JOHN E. DUNLAP
E-mail: jdunlap00@gmail.com
*********
Monday's edition of the TCR delivers a list of indicative prices
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obtained by TCR editors from a variety of outside sources during
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
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Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
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