/raid1/www/Hosts/bankrupt/TCR_Public/240619.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, June 19, 2024, Vol. 28, No. 170
Headlines
100 CHARLOTTE: Court OKs Interim Cash Collateral Access
124 PENN RESIDENCE: Seeks to Extend Plan Exclusivity to July 5
162 UTICA AVE: Voluntary Chapter 11 Case Summary
17841 PALORA: Trustee Hires Hahn Fife & Company as Accountant
1982 ENSIGN: Taps Law Office of Oxana Kozlov as Insolvency Counsel
2045 SW 127 AVENUE: U.S. Trustee Unable to Appoint Committee
236 WEST E&P: Seeks to Hire Michael L. Previto as Attorney
2U INC: Effects 1-for-30 Reverse Stock Split
921-923 E BROADWAY: Taps Van Dam Law as Bankruptcy Counsel
A.B.A.N.E. PROPERTIES: Trustee Hires John Mosley as Accountant
AAA ABC ACQUISITION: Hires Carolyn A. Dye as Bankruptcy Counsel
ACCENT ON BODY: Case Summary & 20 Largest Unsecured Creditors
ACME HOSPITALITY: Wins Interim Cash Collateral Access Thru July 26
AGILE THERAPEUTICS: Registers 7.79M Shares for Possible Resale
AGREGADOS FURIA: Seeks to Hire Tamarez CPA as Accountant
ALLIANCE MESA: Case Summary & Four Unsecured Creditors
ALTA VISTA: Seeks Approval to Hire Hahn Fife & Co as Accountant
AMERICAN EMBRYO: Hires Thompson Burton PLLC as Counsel
AMERICORE HOLDINGS: Affiliate Seeks OK to Solicit Bids for Aircraft
ANUVU CORP: S&P Withdraws 'CCC+' Issuer Credit Rating
APPLIED DNA: L1 Capital Holds 9.99% Equity Stake
APPLIED DNA: S.H.N. Financial Holds 9.99% Equity Stake
ARIEL SHOPPING: Seeks to Hire Vincent M. Lentini Esq. as Counsel
ARTICO COLD: Hires Beacon Management as Financial Advisor
ARTICO COLD: Seeks to Hire Factorlaw as Counsel
ASCENT SOLAR: Fails to Regain Compliance With Nasdaq Bid Price Rule
ASTROTECH CORP: Unit Signs Joint Marketing Agreement With SC Labs
BARNES & NOBLE: Closes $95MM Equity Deal, Strengthens Balance Sheet
BARTLEY INVESTMENTS: Hires Buddy D. Ford P.A. as Attorney
BIOXCEL THERAPEUTICS: BioXcel LLC, 2 Others Disclose Stakes
BIRD GLOBAL: Amends Tort Claims Pay Details
BKDJ INVESTMENT: Seeks to Hire De Leo Law Firm as Counsel
BLUM HOLDINGS: Unit Signs MIPA, Sells Membership Interest in PFC
BNB BATTERY: Seeks to Hire Mills Law Group as Special Counsel
BRAZOS PRESBYTERIAN: Fitch Affirms BB+ LongTerm IDR, Outlook Stable
BRIGANTI ENTERPRISE: Seeks to Hire LA Tax Center as Accountant
BRONCO TRUCKING: Case Summary & Six Unsecured Creditors
BROTHERS GEISER: Mark Sharf Named Subchapter V Trustee
BURGESS BUNGALOW: Jim Parrack Appointed as Chapter 11 Trustee
CADIZ INC: All Five Proposals Passed at Annual Meeting
CAIRO HOLDING: Selling Vicksburg Assets to Curb Appeals for $3MM
CAN BROTHERS: Unsecureds Will Get 9% of Claims in Subchapter V Plan
CANO HEALTH: Seeks to Extend Plan Exclusivity to September 3
CAREISMATIC BRANDS: Completes Financial Restructuring Process
CARPENTER REALTY: Seeks to Sell Estell Manor Property by Auction
CARVANA CO: Preferred Stock Purchase Rights Delisted From NYSE
CENTER FOR ASSISTED: Hires Thompson Burton as Legal Counsel
CENTER FOR REPRODUCTIVE: Hires Thompson Burton PLLC as Counsel
CHURCHILL ORTHOPEDIC: Unsecureds to Get Share of Income for 5 Years
CKM SHINING: Hires Goe Forsythe & Hodges LLP as Legal Counsel
CLASS 1 LOGISTICS: Seeks to Hire James K. Jopling as Counsel
CLS ELECTRIC: Seeks to Hire Colby & Powell PLLC as Accountant
CLST ENTERPRISES: Hires Vernon Consulting as Financial Advisor
CMG HOLDINGS: Hires Michael Gillespie as New Auditor
CONCENTRA GROUP: S&P Assigns 'BB-' ICR, Outlook Stable
CREAGER MERCANTILE: Court OKs Cash Collateral Access on Final Basis
CREATIVE REALITIES: Schedules Annual Meeting for Oct. 18
CRESCENT ENERGY: Fitch Assigns 'BB-' Rating on Sr. Unsecured Notes
DANT A. SANDRAS: Seeks to Employ and Compensate Insiders
DANT A. SANDRAS: Taps Congeni Law Firm as Bankruptcy Counsel
DEALER TIRE: S&P Assigns 'B-' Rating on New Senior Secured Debt
DEL FUEGO: Seeks Approval to Hire Kelley Kaplan as Counsel
DERMTECH INC: Case Summary & 30 Largest Unsecured Creditors
DEVSAI LLC: Voluntary Chapter 11 Case Summary
DIOCESE OF ROCHESTER: Comm. Taps Eugene Pigott as Expert Witness
DIOCESE OF ROCHESTER: Committee Taps Tom Baker as Expert Witness
DIOCESE OF SAN DIEGO: Case Summary & 20 Top Unsecured Creditors
DIRIGO GLOBAL: Hires Marcus Clegg Bals & Rosenthal as Counsel
DISTRICT 5: Seeks to Hire Giordano Halleran as Bankruptcy Counsel
DR. ERNIE F SOTO: Case Summary & 20 Largest Unsecured Creditors
DRW HOLDINGS: S&P Rates New Senior Secured Term Loan 'BB-'
DUETO OF SECOND: Taps Vernon Consulting as Financial Advisor
DUETO OF SECOND: Taps Weinberg Zareh Malkin as Counsel
EARTHSNAP INC: Case Summary & Five Unsecured Creditors
ECHOSTAR CORP: Increases Class A Shares Under 2017 ESPP to 8MM
ELENAROSE CAPITAL: Hires Newpoint Advisors Corporation as CRO
ELLIE LANE: Case Summary & Five Unsecured Creditors
EMERGENT BIOSOLUTIONS: BlackRock Holds 12.7% Stake as of May 31
EMRLD BORROWER: S&P Rates New Senior Secured Notes 'BB-'
EMX ROYALTY: SSR Mining Holds 4.58% Equity Stake
ENDRA LIFE: L1 Capital Reports 9.99% Equity Stake
ENDRA LIFE: S.H.N. Financial Holds 9.99% Stake as of June 4
EVEREST LENDING: Hires Thompson Law Group P.C. as Counsel
EVERI HOLDINGS: Fitch Keeps 'BB-' LongTerm IDR on Watch Positive
EXPRESS INC: WHP Announces Formation of New JV to Acquire Ops
EYENOVIA INC: All Five Proposals Passed at Annual Meeting
FAAVEE LLC: Seeks to Sell Seguin Property to AMG Equity Holdings
FARDAD LLC: Seeks to Hire Jones & Walden as Legal Counsel
FERTILITY LABORATORIES: Hires Thompson Burton PLLC as Counsel
FISKER GROUP: Case Summary & 20 Largest Unsecured Creditors
FOUNTAIN VU: Seeks to Tap BransonLaw PLLC as Bankruptcy Counsel
FRONTIER COMMUNICATIONS: Fitch Assigns BB+ Rating on Term Loan
FULTON MERCER: Hires Weiss Law Group LLC as Counsel
GALAXY NEXT: Diamond Investment Appointed as New Committee Member
GAMESTOP CORP: Initiates At-the-Market Offering of 75MM Shares
GAMESTOP CORP: Posts $32.3MM Net Loss in Q1 2024
GENERAC POWER: S&P Rates New $500MM Sr. Secured Term Loan B 'BB+'
GEO REAL ESTATE: Seeks to Extend Plan Exclusivity to October 2
GLOBAL BENEFITS: Case Summary & 20 Largest Unsecured Creditors
GOL LINHAS: Plan Exclusivity Period Extended to October 21
GREATER SHEPHERD: Judy Wolf Weiker Named Subchapter V Trustee
GREENWAVE TECHNOLOGY: 3i, LP, 2 Others Acquire 6.5% Equity Stake
GT GIST PROPERTIES: Stephen Coffin Named Subchapter V Trustee
GZ USA: Heidi Sorvino Named Subchapter V Trustee
HEBNER DIESEL: Seeks to Hire Galloway Wetterman as Attorney
HERITAGE 10: Seeks to Hire Colliers as Tax Appeal Representative
HILLTOP WEST: Hires CTRE LLC as Real Estate Broker
HONEY DO FRANCHISING: Case Summary & Eight Unsecured Creditors
HUNT COS: S&P Upgrades ICR to 'BB' on Low Leverage, Outlook Stable
IBF RETAIL: Hires Joyce W. Lindauer Attorney as Counsel
ILUSTRATO PICTURES: Posts $1.95MM Loss for Quarter Ended March 31
INCA ONE: Court Extends CCAA Stay Period Until July 22
INDIVA LIMITED: Obtains Creditor Protection Under CCAA
INVINCIPLEX LLC: Hires Galloway Wettermark & Reutens as Attorney
ISUN INC: U.S. Trustee Appoints Creditors' Committee
JRNY COUNSELING: Judy Wolf Weiker Named Subchapter V Trustee
KRONOS ACQUISITION: S&P Affirms 'B-' ICR, Outlook Stable
LITIGATION PRACTICE: Amends Plan; Confirmation Hearing August 15
LITTLE FALLS: Secured Lender Files Sale Plan
LIVINGSTON TOWNSHIP: Taps Heritage Commercial as Leasing Agent
LLT MANAGEMENT: Faces Talcum Powder Users' Class Action in N.J.
LOUISIANA FIRE: Case Summary & 20 Largest Unsecured Creditors
LOVESWORTH HOLDINGS: Voluntary Chapter 11 Case Summary
LVPR LLC: Seeks to Hire LP 2 Partners as Financial Advisor
MARINUS PHARMACEUTICALS: Amends Credit and Revenue Financing Deals
MARINUS PHARMACEUTICALS: Registers Shares Under Incentive Plans
MASTERBRAND INC: S&P Assigns 'BB' ICR on Supreme Cabinetry Deal
MATADOR RESOURCES: Fitch Affirms BB- LongTerm IDR, Outlook Positive
MATCHBOX BUSINESS: Hires CBH Attorneys & Counselors as Counsel
MATCHBOX BUSINESS: Hires Stonehenge Consulting PLC as Accountant
MEGA SUNSET: Hires Law Offices of Raymond H. Aver as Counsel
MENOTTI ENTERPRISE: Hires Ortiz & Ortiz as Bankruptcy Counsel
MILLENKAMP CATTLE: Hires Armory Securities as Financial Advisor
MILLENKAMP CATTLE: Hires Summit Ag as Real Estate Appraiser
MJW MARKETING: Seeks to Hire Neeleman Law as Legal Counsel
MK ARCHITECTURE: Seeks to Hire Penachio Malara as Legal Counsel
MKS INSTRUMENTS: S&P Rates New Repriced Term Loans 'BB'
MOUGIANIS INDUSTRIES: Hires Davis & Kotur Law as Legal Counsel
MOUNTAIN SPORTS: Case Summary & 20 Largest Unsecured Creditors
NANOSTRING TECHNOLOGIES: Seeks to Extend Exclusivity to August 2
NEVADA COPPER: Obtains Interim Court Approval of DIP Financing
NEVADA COPPER: Seeks $60MM DIP Loan from U.S. Bank
NOBLE CORP: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
NORTH CAROLINA THEATRE: Seeks to Extend Exclusivity to August 21
NORTH CAROLINA THEATRE: Wins Interim Cash Collateral Access
NOSRAT LLC: Amends Caver Judgment Lien Claim Pay Details
NOVABAY PHARMACEUTICALS: Inks Letter Agreements With Warrantholders
NOVAVAX INC: All Five Proposals Passed at Annual Meeting
NUMBER HOLDINGS: Committee Hires Genesis as Financial Advisor
NUMBER HOLDINGS: Committee Hires Pachulski Stang as Counsel
NUZEE INC: Inks Deal to Sell Shares of NuZee Units for $10K
OBERWEIS DAIRY: Hires Banner Witcoff as Special Counsel
OBERWEIS DAIRY: Hires Magee Hartman, P.C. as Special Counsel
OBERWEIS DAIRY: Hires McCullough P.C. as Special Counsel
OEG BORROWER: S&P Rates New Secured Credit Facility 'B'
OLYMPIC HOLDINGS: Seeks to Hire Hahn Fife as Accountant
PAI HOLDCO: S&P Downgrades ICR to 'CCC+', Outlook Negative
PEGRUM CREEK: Seeks to Hire Thompson Burton as Bankruptcy Counsel
PGA-MV REALTY: Voluntary Chapter 11 Case Summary
PIECEMAKERS: Case Summary & 20 Largest Unsecured Creditors
PINTO DISTRIBUTOR: Maria Yip Named Subchapter V Trustee
PP&G INC: Seeks to Hire Weiss Law Group LLC as Counsel
PP&G INC: U.S. Trustee Appoints Creditors' Committee
PRESTO AUTOMATION: Cautions After Unauthorized LinkedIn Posting
PRIME CAPITAL: Hires Bond Schoeneck & King as Bankruptcy Counsel
PRIME CAPITAL: Seeks to Hire BST & Co. CPAs as Financial Advisor
PUBLIC CRAFT: Wins Cash Collateral Access on Final Basis
PV PETS: Seeks to Hire Business Accounting Systems as Accountant
R.A.R.E. CORP: Hires Parker Finance Group as Accountant
RED VENTURES: Fitch Alters Outlook on BB- LongTerm IDR to Negative
RELIANCE SECURITY: Hires Leavitt Legal Services as Legal Counsel
ROSEN FAMILY: Hires Calaiaro Valencik as Bankruptcy Counsel
SDI STORES: Case Summary & 20 Largest Unsecured Creditors
SEALED AIR: S&P Rates New $400MM Senior Unsecured Notes 'BB+'
SEASONAL LANDSCAPE: Case Summary & 20 Largest Unsecured Creditors
SEASPAN CORP: Fitch Affirms BB LongTerm IDR, Outlook Stable
SEVENTEEN00 LLC: Hires Shepherd & Wood LLP as Counsel
SHINECO INC: Three Top Executives Agree to Waive Compensation
SHOPKO STORES: Monarch to Sell Shopko Optical to Fielmann Group
SHUN FENG: Seeks Cash Collateral Access
SIR TAJ: Trustee Hires Hahn Fife & Company as Accountant
SJB TRUCKING: Joli Lofstedt Named Subchapter V Trustee
SKC PROPERTIES: Hires Gerald M. Tashima, CPA as Accountant
SOLDIER OPERATING: Hires Gordon Arata as Special Counsel
SOLDIER OPERATING: U.S. Trustee Appoints Creditors' Committee
SPIRIT AIRLINES: Registers Additional 3.2MM Shares Under 2015 Plan
SPOT AT ANDERSON: Case Summary & Four Unsecured Creditors
SSH HOLDINGS: S&P Assigns 'BB-' Rating on New $350MM Term Loan
ST. MARGARET'S HEALTH: July 24 Bid Deadline Set for Former Hospital
ST. MARGARET'S HEALTH: Seeks to Hire Hilco Real Estate as Broker
STALWART PLASTICS: Gets Court OK to Sell Assets to Sigma Extruding
STARBRIDGE (ONTARIO): Court OKs $1.1 DIP Loan from CORE Hotel
TENNECO INC: S&P Alters Outlook to Negative, Affirms 'B' ICR
THEMIS CHIMNEY: Hires Pick & Zabicki LLP as Counsel
THERMOSTAT PURCHASER: S&P Rates New First-Lien Term Loan 'B-'
TINA MARSHALL D.D.S.: Case Summary & 20 Top Unsecured Creditors
TREES CORP: Issues $500K Senior Secured Note to TCM Tactical
TRINITY PLACE: Board Elects Daniel Bartok as Director
TROJAN EV: Seeks to Hire Spencer Fane as Legal Counsel
TURNING POINTS: Gets OK to Sell Philadelphia Property for $2.75MM
TWIN CITIES: Case Summary & 10 Unsecured Creditors
UNCONDITIONAL LOVE: Plan Exclusivity Period Extended to August 19
UPHEALTH HOLDINGS: Plan Exclusivity Period Extended to July 29
UPHEALTH INC: Completes Repurchase Offers Following Cloudbreak Sale
URBAN ONE: Posts $4.6MM Net Income in FY 2023
VANDEVCO LTD: Examiner Taps Summit Law as Litigation Counsel
VFX FOAM: Hires Neeleman Law Group as Counsel
VIGILANCIA VIRTUAL: Seeks to Hire Angel Mattei as Accountant
VIGILANCIA VIRTUAL: Taps Alcides Reyes-Gilestra as Special Counsel
VIVAKOR INC: CFO to Get $450K Base Salary Under New Contract
VOLUME INDUSTRIES: Hires Summer Valley Supplies as Liquidator
VYAIRE MEDICAL: Seeks $180MM DIP Loan from Wilmington
W. F. DELAUTER: Hires J.G. Cochran Auctioneers as Auctioneer
W.F. JACKSON: Committee Seeks to Hire Boyer Terry as Counsel
WAYSTAR TECHNOLOGIES: Fitch Hikes IDR to 'BB-', Outlook Positive
WESTAR PLUMBING: Seeks to Hire Allen Jones & Giles as Attorney
WHITESTONE INDUSTRIAL-OFFICE: Taps ilasmos ventures as Accountant
WILLAMETTE VALLEY: Unsecureds Owed $15K+ to Get 11% in Plan
WILLSCOT MOBILE: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable
WINDSOR TERRACE: Seeks to Extend Plan Exclusivity to July 20
WINTA ASSET: Hires Davidoff Hutcher & Citron as Counsel
YELLOW CORP: Plan Exclusivity Period Extended to September 2
[*] AIRA Inducts 2024 Distinguished Fellows
*********
100 CHARLOTTE: Court OKs Interim Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized 100 Charlotte, LLC to use cash
collateral on an interim basis, in accordance with the budget.
As of the Petition Date, the Debtor was indebted to Fairwinds
Credit Union mortgage/UCC lender in the approximate amount of
$387,326 pursuant to a loan agreement. The Debtor's obligation is
evidenced by a pre-petition Promissory Note, Security Agreement,
Financing Statement, pursuant to which the Lender provided funds to
the Debtor.
The Debtor is directed to pay only expenses necessary for the
operation of the business and not any pre-petition expenses,
officer salaries, professional fees, or insiders without further
order of the Court.
As additional adequate protection of the Lender's interest and the
estate's interest in cash collateral, the Lender is granted a
replacement lien to the same nature, priority, and extent that the
Lender may have had immediately prior to the date that this case
was commenced nunc pro tunc to the Petition Date. Further, the
Lender is granted a replacement lien and security interest on
property of the bankruptcy estate to the same extent and priority
as that which existed pre-petition on all of the cash accounts,
accounts receivable and other assets and property acquired by the
Debtor's estate or by the Debtor on or after the Petition. The
replacement lien in the Post-Petition Collateral will be deemed
effective, valid and perfected as of the Petition Date, without the
necessity of filing with any entity of any documents or instruments
otherwise required to be filed under applicable non-bankruptcy law.
The Debtor is Ordered to pay Adequate Protection payments as
follows:
a. $2,875 per month to Fairwinds Credit Union commencing July 1,
2024, and on the 1st of the month thereafter or further Order of
the Court;
b. All other UCC-1 receivable Lenders will receive no adequate
protection at this time.
As additional adequate protection of the Lender's interest in the
cash collateral, the Debtor will (a) maintain all necessary
insurance coverage on the Lender's collateral and under no
circumstances will the Debtor allow its insurance coverage to
lapse, (b) continue to pay such monthly insurance payment in a
timely manner, and (c) within two days of the request of the
Lender, the Debtor will provide to Lender's counsel a written
statement supported by evidence of Debtor's compliance with the
foregoing.
The Debtor's authority to use the cash collateral will terminate
immediately and upon the earlier of:
(a) order of the Court;
(b) the conversion of the case to a Chapter 7 case;
(c) the entry of an Order that alters the validity or priority of
the replacement liens granted to the Bank;
(d) the Debtor ceasing to operate all or substantially all of its
business;
(e) the entry of an order granting relief from the automatic stay
that allows any entity to proceed against any material assets of
the Debtor that constitute Cash Collateral;
(f) the entry of an Order authorizing a security interest under 11
U.S.C. section 364(c) or 364(d) of the Bankruptcy Code in the
collateral to secure any credit obtained or debt incurred that
would be senior to or equal to the replacement lien; or
(g) the dismissal of the Chapter 11 case.
A copy of the order is available at https://urlcurt.com/u?l=HEGiV3
from PacerMonitor.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.
124 PENN RESIDENCE: Seeks to Extend Plan Exclusivity to July 5
--------------------------------------------------------------
124 Penn Residence LLC asked the U.S. Bankruptcy Court for the
Eastern District of New York to extend its exclusivity periods to
file a plan of reorganization and obtain acceptance thereof to July
5 and September 5, 2024, respectively.
The Debtor has remained in possession of its property and continued
in the operation and management of its business as a Debtor and
Debtor-in-Possession pursuant to Sections 1107 and 1108 of the
Bankruptcy Code.
The Debtor holds title to certain real property located at 124 Penn
Street, Brooklyn, New York (the "Real Property").
The Debtor claims that it has moved expeditiously with respect to
the Debtor's obligations. The Debtor submitted all of the necessary
initial filings including the Schedules and Statement of Financial
Affairs.
On February 20, 2024, the Debtor submitted an Application for a Bar
Date which provides for creditors to file their claims. By Order
dated April 29, 2024, the Court established May 20, 2024, as to
creditors, and August 5, 2024, as to government entities. Without
an understanding as to the amounts of the claims being filed by
creditors and government entities, it would have been very
difficult to file a Plan or Disclosure Statement.
In addition, the Debtor has been in communication with the
Mortgagee, its largest creditor, regarding a potential resolution
of that claim which has not occurred as of this day. The Debtor did
not object to the Mortgagee's request for a Rule 2004 Examination,
although it did reserve its rights with respect to the request.
The Debtor believes that it will be able to accomplish the above
and file and confirm a Plan within the extension periods
requested.
124 Penn Residence LLC is represented by:
Leo Fox, Esq.
630 Third Avenue - 18th Floor
New York, NY 10018
Tel: (212) 867-9595
Email: leo@leofoxlaw.com
About 124 Penn Residence LLC
The Debtor is primarily engaged in renting and leasing real estate
properties.
124 Penn Residence LLC in Brooklyn NY, filed its voluntary petition
for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 24-40559) on
February 6, 2024, listing as much as $1 million to $10 million in
both assets and liabilities. Israel Perlmutter as sole
member-manager, signed the petition.
Judge Jil Mazer-Marino oversees the case.
LAW OFFICE OF LEO FOX serve as the Debtor's legal counsel.
162 UTICA AVE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 162 Utica Ave, Inc.
162 Utica Avenue
Brooklyn NY 11213
Business Description: 162 Utica Ave is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: June 18, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-42567
Judge: Hon. Jil Mazer-Marino
Debtor's Counsel: Elio Forcina, Esq.
6685 73rd Place
Middle Village NY 11379
Tel: 347-528-7049
Email: forcinalaw@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Orville Sudlow as authorized
representative.
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/AWAOUSY/162_Utica_Ave_Inc__nyebke-24-42567__0001.0.pdf?mcid=tGE4TAMA
17841 PALORA: Trustee Hires Hahn Fife & Company as Accountant
-------------------------------------------------------------
Arturo Cisneros, the Trustee for 17841 Palora Manor LLC, seeks
approval from the U.S. Bankruptcy Court for the Central District of
California to employ Hahn Fife & Company, LLC as accountant.
The firm will provide these services:
a. perform any necessary tax and advisory work required for
the estate, including, without limitation, an analysis of the
Debtor's financial operations, history and forensic accounting
services that include assistance in preparing and filing of state
and federal tax returns as necessary;
b. review and analyze the Debtor's activity during the period
the Debtor was a Debtor-in-Possession and for the period prior to
the bankruptcy filing; and
c. provide such other forensic accounting services as
requested by the Trustee.
The firm will be paid at the rates of $80 to $510 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Donald T. Fife, a partner at Hahn Fife & Company, 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:
Donald T. Fife, CPA
Hahn Fife & Company, LLP
1055 East Colorado Blvd., 5th Floor
Pasadena CA 91106
Telephone: (626) 792-0855
About 17841 Palora Manor LLC
17841 Palora Manor, LLC is a real estate lessor based in Los
Angeles, Calif.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-15519) on Aug. 28,
2023, with $1 million to $10 million in both assets and
liabilities. Arturo Cisneros serves as Subchapter V trustee.
Judge Sheri Bluebond oversees the case.
Jon H. Freis, Esq., at the Law Offices of Jon H. Freis represents
the Debtor as legal counsel.
1982 ENSIGN: Taps Law Office of Oxana Kozlov as Insolvency Counsel
------------------------------------------------------------------
1982 Ensign Way seeks approval from the U.S. Bankruptcy Court for
the Northern District of California to hire Law Offices of Oxana
Kozlov as its reorganization and general insolvency counsel.
The firm will render these services:
a. advise and assist the Debtor with respect to compliance
with the requirements of the United States Trustee;
b. advise the Debtor regarding matters of bankruptcy law,
including the rights and remedies of the Debtor with regard to his
assets and with respect to the claims of his creditors;
c. represent the Debtor in any proceedings or hearings before
this Court and in any action in any other court where the
Debtor’s rights under the Bankruptcy Code may be litigated or
affected;
d. conduct examinations of witnesses, claimants, or adverse
parties and to prepare and assist in the preparation of reports,
accounts, and pleadings related to the Debtor’s chapter 11 case;
e. advise the Debtor concerning the requirements of the
Bankruptcy Code and applicable rules as the same may affect the
Debtor in this case;
f. assist the Debtor in the formulation, negotiation,
confirmation, and implementation of a chapter 11 plan of
reorganization and any auction or sale of their assets;
g. make any court appearances on behalf of the Debtor; and
h. take such other actions and perform such other services as
the Debtor may require of Kozlov in connection with this chapter 11
case.
The firm will be paid at these rates:
Attorneys $500 per hour
Legal Assistants $80 to $150 per hour
The firm received a retainer in the amount of $10,000.
Oxana Kozlov disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Oxana Kozlov, Esq.
Law Offices of Oxana Kozlov
649 Dunholme Way
Sunnyvale, CA 94087
Tel: (408) 431-4543
Email: okozlov@gmail.com
About 1982 Ensign Way
1982 Ensign Way LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No.
24-50669) on May 6, 2024, listing $1,000,001 to $10 million in both
assets and liabilities.
Judge Stephen L Johnson presides over the case.
Oxana Kozlov, Esq. at the Law Offices Of Oxana Kozlov represents
the Debtor as counsel.
2045 SW 127 AVENUE: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------
The U.S. Trustee for Region 21, until further notice, will not
appoint an official committee of unsecured creditors in the Chapter
11 case of 2045 SW 127 Avenue, LLC, according to court dockets.
About 2045 SW 127 Avenue
2045 SW 127 Avenue, LLC filed Chapter 11 petition (Bankr. S.D. Fla.
Case No. 24-14947) on May 21, 2024, with $1 million to $10 million
in assets and $100,001 to $500,000 in liabilities.
Judge Peter D. Russin oversees the case.
Barry S. Mittelberg, Esq., at Barry S. Mittelberg, P.A. is the
Debtor's legal counsel.
236 WEST E&P: Seeks to Hire Michael L. Previto as Attorney
----------------------------------------------------------
236 West E&P LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of New York to employ Michael Previto, Esq.,
a practicing attorney in Hauppauge, N.Y., to handle its Chapter 11
case.
Mr. Previto will provide these services:
a. advise the Debtor with respect to his power and duties as a
Debtor in Possession in the operation and management of the
financial reorganization of the estate;
b. attend meetings and negotiate with creditors and their
representatives, the Trustee and others;
c. take all actions to protect the Debtor's estate, including
litigating on the Debtor's behalf and negotiating where
applicable;
d. prepare all motions, applications, answers, orders,
reports, and papers necessary for the administration of the
estate;
e. assist and represent the Debtor in obtaining Debtor's
financing, if applicable;
f. prepare a Chapter 11 plan or plans and disclosure statement
and take any action to obtain confirmation of that plan;
g. represent the Debtor's interest in any sale of property or
assets;
h. appear in Court to protect his interest; and
i. perform all other legal services and provide such advise as
is necessary to assist the Debtor in this endeavor.
Mr. Previto will be paid at the rate of $250 per hour. Mr. Previto
received an advanced retainer in the amount of $6,000.
In addition, Mr. Previto will seek reimbursement for its
out-of-pocket expenses.
Michael L. Previto, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Michael L. Previto, Esq.
150 Motor Parkway, Suite 401
Hauppauge, NY 11788
Tel: (631) 379-0837
About 236 West E&P LLC
236 West E&P LLC is a Single Asset Real Estate (as defined in 11
U.S.C. § 101(51B)).
On May 14, 2024 236 West E&P LLC filed for chapter 11 protection in
the Southern District of New York (Case No. 24-10830). In the
petition signed by Esley Portesous, as member, the Debtor reports
estimated assets and liabilities between $1 million and $10 million
each.
Honorable Bankruptcy Judge David S Jones handles the case.
The Debtor is represented by Stacey Reeves, Esq., at the Law
Offices of Stacey Simon Reeves.
2U INC: Effects 1-for-30 Reverse Stock Split
--------------------------------------------
2U, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on June 13, 2024, the Company filed a
Certificate of Amendment to the Certificate of Incorporation with
the Secretary of State of the State of Delaware to effect a reverse
stock split at a ratio of 1-for-30. The Reverse Stock Split became
effective at 5:00 p.m., Eastern Time, on June 13, 2024.
As a result of the Reverse Stock Split, every 30 shares of the
Company's common stock issued or outstanding were automatically
reclassified into one validly issued, fully-paid and nonassessable
new share of common stock, subject to the treatment of fractional
shares, without any action on the part of the holders.
Proportionate adjustments will be made to the exercise prices and
the number of shares underlying the Company's outstanding equity
awards, as applicable, and warrants exercisable for shares of
common stock, as well as to the number of shares issuable under the
Company's equity incentive plans and certain existing agreements.
The common stock issued pursuant to the Reverse Stock Split remain
fully paid and non-assessable. The Reverse Stock Split did not
affect the number of authorized shares of common stock or the par
value of the common stock.
No fractional shares will be issued in connection with the Reverse
Stock Split. Stockholders who would otherwise be entitled to
receive fractional shares as a result of the Reverse Stock Split
will be entitled to a cash payment in lieu thereof at a price equal
to the fraction to which the stockholder would otherwise be
entitled multiplied by the closing sales price per share of the
common stock (as adjusted for the Reverse Stock Split) on The
Nasdaq Global Select Market on June 13, 2024, the last trading day
immediately preceding the effective time of the Reverse Stock
Split.
Trading of the Company's common stock on The Nasdaq Global Select
Market was expected to commence on a split-adjusted basis when the
market opens on June 14, 2024, under the existing trading symbol
"TWOU." The new CUSIP number for the Company's common stock
following the Reverse Stock Split is 90214J200.
2U, Inc. held its annual meeting of stockholders on May 20, 2024,
at which the stockholders of the Company voted to approve
amendments to the Company's Eighth Amended and Restated Certificate
of Incorporation, to effect a reverse stock split of all of the
outstanding shares of the Company's common stock, par value $0.001
per share, at a ratio ranging from any whole number between
1-for-10 and 1-for-40, with the exact ratio within such range to be
determined by the Company's Board of Directors in its discretion,
subject to the Board's authority to abandon such amendments.
On June 5, 2024, following the Annual Meeting, the Board approved
the amendment to the Certificate of Incorporation effecting the
reverse stock split at a ratio of 1-for-30 and abandoned all other
amendments to the Certificate of Incorporation previously approved
by the Board and the Company's stockholders.
About 2U, Inc.
Headquartered in Lanham, Maryland, 2U is an online education
platform company. The Company's mission is to expand access to
high-quality education and unlock human potential. As a trusted
partner to top-ranked nonprofit universities and other leading
organizations, the Company delivers technology and services that
enable its clients to bring their educational offerings online at
scale.
McLean, Virginia-based KPMG LLP, the Company's auditor since 2013,
issued a "going concern" qualification in its report dated March 6,
2024, citing that the Company projects that it will not have
sufficient cash on hand or available liquidity to meet the
obligations of the Second Amended Credit Agreement. As a result,
substantial doubt is raised about the Company's ability to continue
as a going concern.
921-923 E BROADWAY: Taps Van Dam Law as Bankruptcy Counsel
----------------------------------------------------------
921-923 E Broadway LLC seeks approval from the U.S. Bankruptcy
Court for the District of Massachusetts to hire Van Dam Law, LLP to
handle its Chapter 11 case.
The firm has agreed to represent the Debtor for an hourly fee of
$450 and a retainer of $8,262.
As disclosed in court filings, Van Dam Law does not hold any
interest adverse to the interest of the Debtor.
The firm can be reached through:
Michael Van Dam, Esq.
Van Dam Law LLP
233 Needham Street, Suite 540
Newton, MA 02464
Telephone: (617) 969-2900
Facsimile: (617) 964-4631
Email: mvandam@vandamlawllp.com
About 921-923 E Broadway
921-923 E Broadway LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Ma. Case No.
24-11119) on June 4, 2024, listing $1 million to $10 million in
both assets and liabilities. The petition was signed by Maryann
Crush as managing member.
Michael Van Dam, Esq. at Van Dam Law LLP represents the Debtor as
counsel.
A.B.A.N.E. PROPERTIES: Trustee Hires John Mosley as Accountant
--------------------------------------------------------------
Ronald E. Ingalls, the Trustee for A.B.A.N.E. Properties, Ltd.,
seeks approval from the U.S. Bankruptcy Court for the Western
District of Texas to employ John Mosley as accountant.
The firm will prepare monthly operating reports, advise the client
regarding tax matters, as well as prepare all necessary tax returns
for the Debtor.
The firm will be paid at $200 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Mr. Mosley, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
John Mosley
3834 Spicewood Springs Road Suite 202,
Austin, TX78759
Tel: (512) 327-7777.
Fax: (512) 852-4777
About A.B.A.N.E. Properties, LTD
A.B.A.N.E. Properties, Ltd. in El Paso TX, filed its voluntary
petition for Chapter 11 protection (Bankr. W.D. Tex. Case No.
23-31398) on December 29, 2023, listing as much as $1 million to
$10 million in both assets and liabilities. Nora Herrera as
managing member, signed the petition.
MIRANDA & MALDONADO, PC serve as the Debtor's legal counsel.
AAA ABC ACQUISITION: Hires Carolyn A. Dye as Bankruptcy Counsel
---------------------------------------------------------------
AAA ABC Acquisition, LLC and its affiliate seek approval from the
U.S. Bankruptcy Court for the Central District of California to
employ The Law Office of Carolyn A. Dye as bankruptcy counsel.
The firm will provide these services:
a. provide debtors with legal advices and guidance with
respect to the powers, duties, rights and obligation of a debtor in
possession and to provide assistance with analysis and negotiations
of resolving claims made against it by former board members, Brain
Cho and Robert Atterman and other litigants and to maximize the
return to creditors;
b. provide general representation and counsel on matters
relating to the Chapter 11 administration;
c. provide assistance in the investigation and determination of
the estate's assets and liabilities;
d. provide advice regarding and to fix and determine the
validity of claims of creditors;
e. assist the debtors in any legal matters that might arise as
a result of their business;
f. provide assistance with collection of accounts receivable;
g. provide advice regarding other claims of unsecured
creditors, including prosecution of claims for and defense of all
actions, as appropriate;
h. provide additional litigations services that will be
required to confirm a plan;
i. appear for and represent the debtors at Court hearing as
appropriate, including preparation of the necessary motions,
notices, orders, a plan of reorganization and disclosure statement
and any other pleadings that may be required for the orderly
administration of the estates;
j. investigate and if, appropriate, commence litigation to
avoid transfers of property fraudulently conveyed;
k. assist debtors in resolving any disputed claims and if,
appropriate, prepare objections; and
l. assist with any other matters as necessary to ensure the
debtor's actions in its administration of the estates comply with
the Bankruptcy Code and other applicable law.
The firm will be paid at these rates:
Attorney $600 per hour
Paralegal $180 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Carolyn A. Dye, Esq., a partner at Law Office of Carolyn A. Dye,
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:
Carolyn A. Dye, Esq.
Law Office of Carolyn A. Dye
15030 Ventura Blvd., Suite 527
Sherman Oaks, CA 91403
Tel: (818) 287-7003
Fax: (323) 987-5763
Email: cdye@cadye.com
About AAA ABC Acquisition, LLC
AAA ABC Acquisition, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
24-11384) on Feb. 25, 2024, listing $10 million to $50 million in
both assets and liabilities. The petition was signed by Adam Bold,
Board Member.
Judge Vincent P. Zurzolo presides over the case.
Carolyn A. Dye, Esq. at the LAW OFFICE OF CAROLYN A. DYE represents
the Debtor as counsel.
ACCENT ON BODY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Accent on Body Cosmetic Surgery, P.C.
1000 Cliff Mine Road, Suite 120
Pittsburgh, PA 15275
Business Description: The Debtor offers cosmetic surgery
specializing in breast augmentation,
rhinoplasty, facelift surgery, liposuction
and body contouring.
Chapter 11 Petition Date: June 17, 2024
Court: United States Bankruptcy Court
Western District of Pennsylvania
Case No.: 24-21485
Debtor's Counsel: David Z. Valencik, Esq.
CALAIARO VALENCIK
938 Penn Avenue, 5th Fl.
Suite 501
Pittsburgh, PA 15222
Tel: 412-232-0930
Fax: 412-232-3858
Email: dvalencik@c-vlaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dr. James Fernau 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/YHF7L6Y/Accent_on_Body_Cosmetic_Surgery__pawbke-24-21485__0001.0.pdf?mcid=tGE4TAMA
ACME HOSPITALITY: Wins Interim Cash Collateral Access Thru July 26
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio,
Eastern Division, authorized Acme Hospitality, LLC to use cash
collateral, on an interim basis, in accordance with the budget,
through July 26, 2024.
Huntington National Bank and the U.S. Small Business Administration
made loans to the Debtor, at which time Debtor granted Huntington
and the SBA a security interest in all its business assets,
including its cash collateral.
The Debtor also entered into several business loan agreements with
merchant cash advance creditors and each may also assert a security
interest in the Debtor's cash collateral.
To the extent of any Diminution in Value, the creditors determined
to have a security valid security interest in the Debtor's
pre-petition assets are granted automatically perfected and
enforceable adequate protection Replacement Liens, in accordance
with the priority of the applicable creditors' prepetition security
interests and liens, in collateral of the same type as such
creditor has a valid prepetition lien.
The Replacement Liens will have the same validity, priority, and
extent as the liens on that existed at the time of the commencement
of the above-captioned bankruptcy cases. The Replacement Liens
granted are (i) effective as of the Petition Date, and (ii) deemed
automatically perfected without the necessity for filing or
execution of any security agreement, control agreement, financing
statement, or other document which might otherwise be required for
the perfection of security interests.
The Replacement Liens will be subordinate to the payment of the
Debtor's professional fees, including fees and expenses for
Debtor's counsel, the Subchapter V Trustee, and other professionals
authorized to be employed in such amounts and at such times as may
be approved by the Court.
A further hearing on the matter is set for July 9 at 10 a.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=DW0CO0 from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$75,128 for June 2024; and
$75,128 for July 2024.
About ACME Hospitality
ACME Hospitality, LLC owns and operates Moxies Grille, a family
owned and operated restaurant founded in 2011 and known for
scratch-made, homestyle meals.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-50077) on January 22,
2024, with up to $50,000 in assets and $1 million to $10 million in
liabilities. Jerad Miller, sole member, signed the petition.
Judge Alan M. Koschik oversees the case.
Steven J. Heimberger, Esq., at Roderick Linton Belfance, LLP
represents the Debtor as legal counsel.
AGILE THERAPEUTICS: Registers 7.79M Shares for Possible Resale
--------------------------------------------------------------
Agile Therapeutics, Inc. filed a Form S-1 registration statement
with the Securities and Exchange Commission relating to the resale,
from time to time, of up to 7,785,144 shares of the Company's
common stock par value $0.0001 per share by the selling
stockholder, Armistice Capital Master Fund Ltd. These 7,785,144
shares consist of: (a) 3,992,572 shares of common stock issuable
upon the exercise of a new common stock purchase warrant issued to
the Holder on Feb. 26, 2024, at an exercise price of $1.00 per
share and with a five-year exercise period and (b) 3,792,572 shares
of common stock issuable upon the exercise of a common stock
purchase warrant issued to Holder on Feb. 26, 2024, at an exercise
price of $1.00 per share and with an eighteen-month exercise
period.
The Warrants were issued pursuant to that certain warrant exercise
agreement between the Holder and the Company, dated as of Feb. 22,
2024.
The Company is not offering any shares of its common stock for sale
under this prospectus. The Company is registering the offer and
resale of the Shares to satisfy contractual obligations owed by the
Company to the Selling Stockholder pursuant to the Exercise
Agreement and documents ancillary thereto. The Company's
registration of the Shares covered by this prospectus does not mean
that the Selling Stockholder will offer or sell any of the Shares.
Any of the Shares subject to resale hereunder will have been issued
by the Company and acquired by the Selling Stockholder prior to any
resale of such Shares pursuant to this prospectus. No underwriter
or other person has been engaged to facilitate the sale of the
Shares in this offering. The Selling Stockholder will pay or
assume discounts, commissions, fees of underwriters, selling
brokers, dealer managers or similar expenses, if any, incurred for
the sale of the Shares.
The Company will not receive any proceeds from the resale of the
Shares by the Selling Stockholder pursuant to this prospectus.
However, the Company will receive proceeds from the exercise of the
Warrants if the Selling Stockholder exercises a Warrant for cash.
The Selling Stockholder, or its respective permitted transferees or
other successors-in-interest, may offer the Shares from time to
time through public or private transactions at prevailing market
prices, at prices related to prevailing market prices or at
privately negotiated prices.
While the Company will not receive any proceeds from the sale of
the Warrant by the Selling Stockholder in the offering described in
this prospectus, the Company may receive up to $1.00 per share upon
the cash exercise of the Warrants. Upon the exercise of the
Warrants for all 7,785,144 Shares by payment of cash, however, the
Company will receive aggregate gross proceeds of approximately $7.8
million. However, the Company cannot predict when and in what
amounts or if any of the Warrants will be exercised, and it is
possible that the Warrants may expire and never be exercised, in
which case the Company would not receive any cash proceeds.
The Company's common stock is quoted on the OTC Markets Group
platform at the open of trading on March 26, 2024 under the symbol
"AGRX." As of May 21, 2024, the Company's common stock is trading
on the OTC-QB market.
A full-text copy of the Registration Statement is available for
free at:
https://www.sec.gov/Archives/edgar/data/1261249/000110465924071800/tm2417146d1_s1.htm
About Agile Therapeutics
Agile Therapeutics, Inc., is a women's healthcare company dedicated
to fulfilling the unmet health needs of today's women. The
Company's product and product candidates are designed to provide
women with contraceptive options that offer freedom from taking a
daily pill, without committing to a longer-acting method. Its
initial product, Twirla, (levonorgestrel and ethinyl estradiol), a
transdermal system, is a non-daily prescription contraceptive.
Iselin, New Jersey-based Ernst & Young LLP, the Company's auditor
since 2010, issued a "going concern" qualification in its report
dated March 28, 2024, citing that the Company has generated losses
since inception, used substantial cash in operations, has a working
capital deficiency, anticipates it will continue to incur net
losses for the foreseeable future, requires additional capital to
fund its operating needs and has stated that substantial doubt
exists about the Company's ability to continue as a going concern.
AGREGADOS FURIA: Seeks to Hire Tamarez CPA as Accountant
--------------------------------------------------------
Agregados Furia Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Puerto Rico to hire Tamarez CPA, LLC as its
accountant.
The firm will will provide assistance in the preparation of the
monthly operating reports, as well as business consulting services
in the development of reorganization strategies and tax preparation
services.
The firm will be paid at these rates:
Albert Tamarez-Vasquez, CPA CIRA $165 per hour
CPA Supervisor $110 per hour
Senior Accountant $90 per hour
Staff Accountant $70 per hour
The firm will receive a post-petition retainer in the total amount
of $4,000.
Albert Tamarez Vasquez, CPA, owner of Tamarez CPA, 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:
Albert Tamarez Vasquez, CPA
Tamarez CPA, LLC
1519 Ave. Ponce De Leon, Suite 412
San Juan, PR 00909
Telephone: (787) 795-2855
Facsimile: (787) 200-7912
Email: atamarez@tamarezcpa.com
About Agregados Furia Inc.
Agregados Furia Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 24-02130)
on May 21, 2024, listing $1,000,001 to $10 million in both assets
and liabilities. Amarys V. Bolorin Solivan, Esq. at Lugo Mender
Group LLC represents the Debtor as counsel.
ALLIANCE MESA: Case Summary & Four Unsecured Creditors
------------------------------------------------------
Debtor: Alliance Mesa Cardio, LLC
1717 Deerfield Road
Suite 300
Deerfield IL 60015
Business Description: Alliance Mesa is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: June 15, 2024
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 24-08848
Judge: Hon. Janet S. Baer
Debtor's Counsel: David A. Warfield, Esq.
THOMPSON COBURN LLP
One US Bank Plaza, Suite 2700
St. Louis MO 63101
Tel: (314) 552-6000
Email: dwarfield@thompsoncoburn.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ben Reinberg as sole member of Alliance
Mesa Cardio Manager, LLC, which is the sole member of the Debtor.
A copy of the Debtor's list of four unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/6JVRVEY/Alliance_Mesa_Cardio_LLC__ilnbke-24-08848__0004.0.pdf?mcid=tGE4TAMA
ALTA VISTA: Seeks Approval to Hire Hahn Fife & Co as Accountant
---------------------------------------------------------------
Alta Vista Gardens, Inc., seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ Hahn Fife &
Co, LLP as Accountant.
The firm will provide financial advisory and accounting services to
the bankruptcy estate that include assistance with the preparation
of Monthly Operating Reports, assistance with the preparation of
cash flows and projections, a liquidation analysis, assistance in
the formulation, preparation and confirmation of a Plan of
Reorganization, review of financial documents, preparation of
amended tax returns and any other duties necessary or appropriate.
The firm will be paid at these rates:
Partner $510 per hour
Staff $80 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Donald T. Fife, a partner at Hahn Fife & Company, 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:
Donald T. Fife, CPA
Hahn Fife & Company, LLP
1055 East Colorado Blvd., 5th Floor
Pasadena CA 91106
Telephone: (626) 792-0855
About Alta Vista Gardens
Alta Vista Gardens, Inc. in Los Angeles, CA, filed its voluntary
petition for Chapter 11 protection (Bankr. C.D. Cal. Case No.
24-11780) on March 7, 2024, listing up to $50,000 in assets and up
to $10 million in liabilities. Staci Marmershteyn, board member,
signed the petition.
Judge Deborah J. Saltzman oversees the case.
The Debtor tapped RHM Law, LLP as legal counsel and Michael
Rudnitsky as accountant.
AMERICAN EMBRYO: Hires Thompson Burton PLLC as Counsel
------------------------------------------------------
American Embryo Adoption Agency, LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Tennessee to employ
Thompson Burton PLLC as counsel.
The firm's services include:
a. rendering legal advice with respect to the rights, powers and
duties of Debtor in the management of its property;
b. investigating and, if necessary, instituting legal action on
behalf of Debtor to collect and recover assets of the estate of
Debtor;
c. preparing all necessary pleadings, orders and reports with
respect to this proceeding and to render all other necessary or
proper legal services;
d. assisting and counseling Debtor in the preparation,
presentation and confirmation of its plan of reorganization;
e. representing Debtor as may be necessary to protect its
interests;
f. representing the Debtor in all adversary proceedings that it
may initiate or that may be initiated against it;
g. representing the Debtor in any post-petition motions that it
may file or that may be filed against it; and
h. performing all other legal services that may be necessary and
appropriate in the general administration of the Debtor's estate.
The firm will be paid at the rates of $250 to $525 per hour.
In addition, the firm will seek reimbursement for its out-of-pocket
expenses.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Phillip G. Young, Jr., Esq.
Justin T. Campbell, Esq.
Thompson Burton PLLC
6100 Tower Circle, Suite 200
Franklin, TN 37067
Tel: (615) 465-6000
Email: phillip@thompsonburton.com
justin@thompsonburton.com
About American Embryo Adoption Agency, LLC
American Embryo Adoption Agency, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. M.D. Tenn. Case No. 24-01924) on May 28, 2024,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by THOMPSON BURTON PLLC.
AMERICORE HOLDINGS: Affiliate Seeks OK to Solicit Bids for Aircraft
-------------------------------------------------------------------
Carol Fox, the liquidating trustee for Ellwood Medical Center
Operations, LLC, asked the U.S. Bankruptcy Court for the Eastern
District of Kentucky to approve the bid rules governing the sale of
the company's aircraft.
Ellwood, an affiliate of Americore Holdings, LLC, is selling its
Gulfstream Aerospace Model GV Jet Aircraft, a large, long-range
business jet aircraft manufactured by Gulfstream Aerospace.
The aircraft is being sold "free and clear" of liens, claims,
rights and interests.
Under the proposed bid procedures, the deadline for interested
buyers to place their bids on the aircraft is on July 12, at 2:00
p.m. (Eastern Time). Bidders are required to provide a deposit in
the amount of 10% of the cash consideration of the bid.
The liquidating trustee may designate a stalking horse bidder. The
deadline is on June 28, at 5:00 p.m. (Eastern Time).
An auction, if required, will be conducted on July 12, starting at
2:00 p.m. (Eastern Time).
Ellwood will announce the winning bidder and back-up bidder before
2:00 p.m., on July 15 (Eastern Time). The winning bidder is
required to complete the sale on or before July 26.
The hearing to approve the sale to the winning bidder is scheduled
for July 18.
About Americore Holdings
Americore Holdings, LLC and its affiliates, including Americore
Health LLC, own and operate the Ellwood City Medical Center in
Pennsylvania, Southeastern Kentucky Medical Center (formerly
Pineville Community Hospital), Izard County Medical Center in
Arkansas; and St. Alexius Hospital in St. Louis.
Americore Holdings and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Lead Case
No.19-61608) on Dec. 31, 2019. At the time of the filing, Americore
Holdings reported as much as $50,000 in both assets and
liabilities.
Judge Gregory R. Schaaf oversees the cases.
Bingham Greenebaum Doll, LLP and Rose Grasch Camenisch Mains, PLLC
serve as the Debtors' bankruptcy counsel and special counsel,
respectively.
Baker & Hostetler, LLP represents Carol A. Fox, the Chapter 11
trustee appointed in the Debtors' cases while Saul Ewing Arnstein &
Lehr, LLP represents Suzanne Koeing, the patient care ombudsman.
ANUVU CORP: S&P Withdraws 'CCC+' Issuer Credit Rating
-----------------------------------------------------
S&P Global Ratings withdrew all of its ratings on Anuvu Corp.,
including the 'CCC+' issuer credit rating, at the issuer's request.
At the time of the withdrawal, S&P's ratings on the company were on
CreditWatch, where S&P placed them with negative implications on
March 27, 2024.
APPLIED DNA: L1 Capital Holds 9.99% Equity Stake
------------------------------------------------
L1 Capital Global Opportunities Master Fund, Ltd. disclosed in a
Schedule 13G Report filed with the U.S. Securities and Exchange
Commission that as of May 28, 2024, it beneficially owned 1,021,000
shares of common stock of Applied DNA Sciences, Inc., representing
9.99% based on 10,215,497 shares of Common Stock outstanding upon
closing of an offering as reported in Applied DNA's Prospectus
dated May 28, 2024. This assumes all units offered were sold.
The shares represent 108,000 shares of Applied DNA's Common Stock
purchased by the L1 Capital and 913,000 pre-funded warrants
exercisable within 60 days subject to a 9.99% beneficial ownership
limitation. Does not include 504,641 pre-funded warrants, which are
subject to a 9.99% beneficial ownership limitation. Also does not
include 1,525,641 Series A Warrants and 1,525,641 Series B
Warrants, both of which are subject to a 9.99% beneficial ownership
limitation.
L1 Capital has not acquired the securities with any purpose, or
with the effect, of changing or influencing the control of the
Issuer, or in connection with or as a participant in any
transaction having that purpose or effect, including any
transaction subject to Rule 13d-3(b).
David Feldman and Joel Arber are the Directors of L1 Capital Global
Opportunities Master Fund, Ltd. As such, L1 Capital Global
Opportunities Master Fund, Ltd., Mr. Feldman, and Mr. Arber may be
deemed to beneficially own Applied DNA's securities described
herein. To the extent Mr. Feldman and Mr. Arber are deemed to
beneficially own such securities, Mr. Feldman and Mr. Arber
disclaim beneficial ownership of these securities for all other
purposes.
L1 Capital Global Opportunities Master Fund, Ltd. can be reached
through:
David Feldman, Director
161A Shedden Road
One Artillery Court
Grand Cayman E9
KY1-1001
Tel: 646-688-5654
A full-text copy of the L1 Capital's Report is available at:
https://www.sec.gov/Archives/edgar/data/744452/000107997324000849/l1cap_13g.htm
About Applied DNA
Applied DNA Sciences, Inc. -- http//www.adnas.com -- is a
biotechnology company developing technologies to produce and detect
deoxyribonucleic acid. Using the polymerase chain reaction ("PCR")
to enable both the production and detection of DNA, the Company
operates in three primary business markets: (i) the manufacture of
synthetic DNA for use in nucleic acid-based therapeutics; (ii) the
detection of DNA in molecular diagnostics testing services; and
(iii) the manufacture and detection of DNA for industrial supply
chain security services.
Melville, NY-based Marcum LLP, the Company's auditor since 2014,
issued a "going concern" qualification in its report dated Dec. 7,
2023, citing that the Company has incurred significant losses and
needs to raise additional funds to meet its obligations and sustain
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
APPLIED DNA: S.H.N. Financial Holds 9.99% Equity Stake
------------------------------------------------------
S.H.N. Financial Investments Ltd. disclosed in a Schedule 13G filed
with the U.S. Securities and Exchange Commission that as of May 28,
2024, it beneficially owned 1,013,807 shares of common stock of
Applied DNA Sciences, Inc., representing 9.99% of the shares
outstanding. This percentage is based 10,215,497 shares of Common
Stock outstanding upon closing of an offering (assuming no exercise
of any pre-funded warrants and assuming none of the Series A and B
Warrants or placement agent warrants issued in this offering are
exercised) as reported in Applied DNA's Prospectus dated May 28,
2024.
The shares owned represents 108,000 shares of the Applied DNA's
Common Stock and 1,013,807 shares of common stock issuable upon
exercise of pre-funded warrants. The pre-funded warrants were
subject to a 9.99% beneficial ownership limitation. S.H.N.
Financial acquired a total of 1,417,641 pre-funded warrants which
sum includes the pre-funded warrants. S.H.N. Financial sold all
shares of Common Stock including all shares issuable upon exercise
of the pre-funded warrants on or after May 28, 2024. S.H.N.
Financial also acquired 1,525,641 Series A and Series B Warrants,
each of which had 9.9% beneficial ownership limitations. None of
the numbers in this Schedule 13G give effect to shares issuable
under the Series A and Series B Warrants since no meeting of the
stockholders to consider the Warrant Stockholder Approval is likely
to occur within 60 days of May 28, 2024 and the beneficial
ownership limitations will apply in any event.
S.H.N. Financial has not acquired the securities with any purpose,
or with the effect, of changing or influencing the control of
Applied DNA, or in connection with or as a participant in any
transaction having that purpose or effect, including any
transaction subject to Rule 13d-3(b).
Nir Shamir is the Chief Executive Officer of SHN. As such, SHN and
Mr. Shamir may be deemed to beneficially own (as that term is
defined in Rule 13d-3 under the Securities Exchange Act of 1934)
the securities described herein. To the extent Mr. Shamir is deemed
to beneficially own such securities, Mr. Shamir disclaims
beneficial ownership of these securities for all other purposes.
S.H.N. Financial Investments Ltd. can be reached through:
Nir Shamir, Chief Executive Officer
Herzliya Hills
Arik Einstein 3, Israel, 4610301
A full-text copy of S.H.N. Financial's Report is available at:
https://www.sec.gov/Archives/edgar/data/744452/000107997324000852/shn_13g.htm
About Applied DNA
Applied DNA Sciences, Inc. -- http//www.adnas.com -- is a
biotechnology company developing technologies to produce and detect
deoxyribonucleic acid. Using the polymerase chain reaction ("PCR")
to enable both the production and detection of DNA, the Company
operates in three primary business markets: (i) the manufacture of
synthetic DNA for use in nucleic acid-based therapeutics; (ii) the
detection of DNA in molecular diagnostics testing services; and
(iii) the manufacture and detection of DNA for industrial supply
chain security services.
Melville, NY-based Marcum LLP, the Company's auditor since 2014,
issued a "going concern" qualification in its report dated Dec. 7,
2023, citing that the Company has incurred significant losses and
needs to raise additional funds to meet its obligations and sustain
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
ARIEL SHOPPING: Seeks to Hire Vincent M. Lentini Esq. as Counsel
----------------------------------------------------------------
Ariel Shopping Center Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire Vincent M.
Lentini, Esq. as its counsel.
The firm's services include:
a. advising the Debtor with respect to its powers and duties
and continued management of property and business affairs;
b. representing the Debtor at hearings on matters pertaining
to its affairs; including prosecuting and defending litigated
matters that may arise;
c. advising and assisting the Debtor in preparation and
negotiation of a plan of reorganization with its creditors;
d. preparing all necessary applications, answers, orders,
reports and other legal documents necessary in this matter; and
e. performing all other necessary legal services for the
Debtor.
The firm will charge its usual rate of $650 per hour, plus seeks
reimbursement for expenses, charges and disbursements.
The firm received a retainer of $11,000 plus filing fee.
As disclosed in the court filings, Vincent M. Lentini, Esq. is a
"disinterested person" as per Secs. 101(14) and 327(a) of
Bankruptcy Code.
The firm can be reached through:
Vincent M. Lentini, Esq.
Attorney-at-Law
1129 Northern Blvd., Ste. 404
Manhasset, NY 11030
Phone: (516) 228-3214
Cell: (516) 225-5214
Email: Vincentmlentini@gmail.com
About Ariel Shopping Center Inc.
Ariel Shopping is a Single Asset Real Estate debtor (as defined in
11 U.S.C. Section 101 (51B)).
Ariel Shopping Center Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
24-72139) on June 4, 2024, listing $1 million to $10 million in
both assets and liabilities. The petition was signed by Sassan
Sasouni as president.
Judge Robert E Grossman oversees the case.
Vincent M Lentini, Esq. represents the Debtor as counsel.
ARTICO COLD: Hires Beacon Management as Financial Advisor
---------------------------------------------------------
Artico Cold Storage Chicago LLC, seeks approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Beacon Management Advisors as financial advisor.
The firm will provide these services:
a. assist in preparing, negotiating and revising cash
collateral budgets;
b. support the Debtor's plan confirmation process, including
preparation of a liquidation analysis;
c. assist the Debtor with the preparation of monthly operating
reports, cash flow forecasts, and other reports as may be needed in
the administration of the Chapter 11 Case;
d. provide such specific valuation or other financial analyses
as the Debtor may require;
e. assist in developing an overall strategy for the sale of
the Debtor, should the Debtor decide to pursue that option and
assist in the sale process;
f. provide testimony in court (including expert testimony) if
necessary or as reasonably requested by counsel with respect to
matters upon which Beacon has provided advice or professional
opinions; and
g. providing such other support as may be reasonably requested
by the Debtor or its counsel that falls within Beacon's expertise,
experience, and capabilities.
The firm will be paid at these rates:
Kevin Kelly Partner $375 per hour
Vito Mitria Managing Member $400 per hour
The firm will be paid a retainer in the amount of $ $2,662.50.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Vito Mitria, a partner at Beacon Management Advisors, 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:
Vito Mitria
Beacon Management Advisors
330 North Wabash Avenue
Chicago, IL 60611
About Artico Cold Storage Chicago LLC
Artico Cold Storage Chicago, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
24-04371) on March 26, 2024, with $1 million to $10 million in both
assets and liabilities.
Judge Deborah L. Thorne presides over the case.
William J. Factor, Esq., represents the Debtor as legal counsel.
ARTICO COLD: Seeks to Hire Factorlaw as Counsel
-----------------------------------------------
Artico Cold Storage Chicago LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Factorlaw as counsel.
The firm's services include:
a. advising and consulting with the Debtor with respect to its
powers, rights and duties as a debtor and debtor-in-possession;
b. attending meetings and negotiating with creditors, other
parties-in-interest, and their respective representatives;
c. advising and consulting with the Debtor on the conduct of
the case, including all the legal and administrative requirements
of operating under chapter 11 of the Bankruptcy Code;
d. taking all necessary action to protect and preserve the
Estate, including but not limited to, prosecuting or defending all
motions and proceedings on behalf of the Debtor and the Estate;
e. preparing and filing, or defending, adversary proceedings
or other litigation involving the Debtor or its interests in
property;
f. preparing motions, applications, answers, orders, reports,
and other papers necessary to the administration of the cases;
g. preparing and negotiating a plan and disclosure statement
and all related agreements and/or documents, and taking any
necessary action to obtain confirmation of a plan; and
h. performing other necessary legal services and providing
other necessary legal advice required by the Debtor in connection
with the case
The firm will be paid at these rates:
William J. Factor Partner $450 per hour
Jeffrey K. Paulsen Partner $400 per hour
Lars A. Peterson Partner $400 per hour
Danielle Ranallo Legal Assistant $150 per hour
Sam Rodgers Legal Assistant $150 per hour
The firm will be paid a retainer in the amount of $50,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
William J. Factor, a partner at Factorlaw, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
William J. Factor, Esq.
Lars A. Peterson, Esq.
FACTORLAW
105 W. Madison Street, Suite 2300
Chicago, IL 60602
Tel: (847) 239-7248
Fax: (847) 574-8233
Email: wfactor@wfactorlaw.com
lpeterson@wfactorlaw.com
About Artico Cold Storage Chicago
Artico Cold Storage Chicago, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
24-04371) on March 26, 2024, with $1 million to $10 million in both
assets and liabilities.
Judge Deborah L. Thorne presides over the case.
William J. Factor, Esq., represents the Debtor as legal counsel.
ASCENT SOLAR: Fails to Regain Compliance With Nasdaq Bid Price Rule
-------------------------------------------------------------------
Ascent Solar Technologies, Inc. disclosed in a Form 8-K filed with
the Securities and Exchange Commission on June 14, 2024, that on
June 11, 2024, the Company received formal notice from the Listing
Qualifications Department of The Nasdaq Stock Market LLC that the
Company's failure to evidence compliance with the Bid Price
Requirement by June 10, 2024 could serve as an additional basis for
delisting. The Company was not eligible for a second grace period
under the Nasdaq Listing Rules.
On Dec. 11, 2023, Ascent Solar received written notice from Nasdaq
indicating that the Company was not in compliance with the $1.00
minimum bid price requirement set forth in Nasdaq Listing Rule
5550(a)(2) for continued listing on The Nasdaq Capital Market. In
accordance with the Nasdaq Listing Rules, the Company was granted a
grace period of 180 calendar days, through June 10, 2024, to regain
compliance with the Bid Price Requirement.
At a hearing before the Nasdaq Hearings Panel on May 9, 2024, the
Company addressed its plan to evidence compliance with both (i) the
Nasdaq stockholders equity continued listing requirement, and (ii)
the Bid Price Requirement.
By decision dated June 5, 2024, the Panel granted the Company's
request for continued listing on Nasdaq subject to the Company
demonstrating compliance with all applicable criteria for continued
listing on The Nasdaq Capital Market by Aug. 22, 2024.
The Company intends to monitor the closing bid price of its common
stock and is considering its options to regain compliance with the
Bid Price Requirement on or before Aug. 22, 2024.
About Ascent Solar
Headquartered in Thornton, CO, Ascent Solar Technologies, Inc. --
www.AscentSolar.com -- is a solar technology company that
manufactures and sells photovoltaic solar modules that are
flexible, durable, and possess attractive power to weight and power
to area performance. The Company's technology provides renewable
power solutions to high-value production and specialty solar
markets where traditional rigid solar panels are not suitable,
including aerospace, agrivoltaics, and niche
manufacturing/construction sectors. The Company operates in these
target markets because they have highly specialized needs for power
generation and offer attractive pricing due to the significant
technological requirements.
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2017, issued a "going concern" qualification in its report
dated Feb. 21, 2024, citing that the Company has had limited
production which has led to the Company having a working capital
deficit resulting in the Company being dependent on outside
financing to fund its operations. There is no assurance that the
Company will be able to raise additional capital and cash on hand
is not sufficient to sustain operations. These factors raise
substantial doubt about its ability to continue as a going concern.
ASTROTECH CORP: Unit Signs Joint Marketing Agreement With SC Labs
-----------------------------------------------------------------
AgLAB, Inc., a subsidiary of Astrotech Corporation, and SC Labs
announced June 13, 2024, the companies will be jointly marketing
the AgLAB 1000-D2TM mass spectrometer and the AgLAB Maximum Value
Process testing method ("AgLAB MVP"), to SC Labs customers. This
comes with the companies entering into a master lease agreement.
AgLAB has pioneered applications utilizing the Astrotech Mass
Spectrometer Technology that are tailored to the hemp and cannabis
markets. The AgLAB MVP method is designed to improve yields and
bottom-line profits for hemp (CBD) and cannabis (THC) producers of
distilled oils used in various products. Large scale oil producers
typically use high vacuum molecular distillation systems ("MDS") to
produce the valuable oils that are used in lotions, pills,
tinctures, and cartridges. Using the AgLAB MVP solution,
manufacturers can analyze the oils during processing and make near
real-time adjustments to temperatures and pressures that boost the
ending-weight yields, potencies, and profits.
SC Labs is one of the largest multi-state cannabis and hemp testing
labs in the United States. They deliver industry-leading,
science-based innovations in cannabis and hemp testing. SC Labs
works with their customers to maximize value and mitigate losses.
SC Labs invests in the technologies that ensure the safety and
quality of hemp and cannabis products. This commitment made for a
natural partnership between the companies to market the AgLAB MVP
to the SC Labs customers.
"We are thrilled to announce the agreement between AgLAB and SC
Labs. Working together, SC Labs' customers gain access to our
AgLAB MVP solution for use directly in their production facilities.
We anticipate the AgLAB MVP method will improve customers
ending-weight yields by an average of 20%, and these gains should
go directly to their bottom line," stated Thomas B. Pickens III,
CEO and CTO of Astrotech.
"SC Labs is excited to announce the launch of this agreement with
AgLAB, which extends our analytical services directly into our
clients' production spaces. AgLAB's ability to provide real-time
feedback for optimizing distillation efficiency will be a powerful
tool, offering immediate returns through increased production
efficiency. Our partnership with Astrotech enhances our service
integration across the supply chain, helping us fulfill our mission
of providing comprehensive solutions to our customers' challenges,
beyond the standard analytical testing services offered by our
competitors," said Jeff Gray, CEO of SC Labs.
About Astrotech
Astrotech Corporation (NASDAQ: ASTC) --
http://www.astrotechcorp.com-- is a mass spectrometry company that
launches, manages, and commercializes scalable companies based on
its innovative core technology through its wholly-owned
subsidiaries. 1st Detect develops, manufactures, and sells trace
detectors for use in the security and detection market. AgLAB is
developing chemical analyzers for use in the agriculture market.
BreathTech is developing a breath analysis tool to provide early
detection of lung diseases. Astrotech is headquartered in Austin,
Texas.
Astrotech reported a net loss of $9.64 million for the year ended
June 30, 2023, a net loss of $8.33 million for the year ended June
30, 2022, a net loss of $7.60 million for the year ended June 30,
2021, a net loss of $8.31 million for the year ended June 30, 2020,
and a net loss of $7.53 million for the year ended June 30, 2019.
Astrotech reported a net loss of $8.71 million for the nine months
ended March 31, 2024.
BARNES & NOBLE: Closes $95MM Equity Deal, Strengthens Balance Sheet
-------------------------------------------------------------------
Barnes & Noble Education, Inc. announced that its shareholders have
voted to approve its previously announced equity and refinancing
transactions with Immersion Corporation, and certain of the
Company's existing shareholders and strategic relationships.
Receiving shareholder approval marks a key step toward closing the
Transactions, which are expected to significantly strengthen BNED's
long-term financial position, deleverage its balance sheet, and
enable it to continue to strategically invest in innovation.
On June 10, 2024, the Company closed the Transactions pursuant to
the Purchase Agreement. Through the Transactions:
* The Company received gross proceeds of $95 million of new
equity capital through a $50 million new equity investment and a
$45 million fully backstopped equity rights offering; the
Transactions infused approximately $80 million of net cash proceeds
after transaction costs;
* The Company's existing second lien lenders, affiliates of
Fanatics, Lids, and VitalSource Technologies, converted $34 million
of outstanding principal and any accrued and unpaid interest into
shares of Common Stock of the Company, par value $0.01 per share;
and
* The Company amended and extended its existing asset-based
loan facility agented by Bank of America, N.A., pursuant to an
agreement with its first lien lenders, providing the Company with
access to a $325 million revolving loan facility maturing in 2028.
The amended ABL Facility will meaningfully enhance BNED's financial
flexibility and reduce its annual interest expense.
"We are pleased to announce the closing of the milestone equity
investment and bank refinancing transactions," said Jonathan Shar,
Executive Vice President, BNED Retail and President, Barnes and
Noble College. "With a significantly improved balance sheet, we are
well-positioned to advance our industry leadership while continuing
to strategically invest in innovation and improve the experiences
and value we bring to our customers and partner institutions."
"Immersion is excited to lead this investment into Barnes & Noble
Education. The Company plays an invaluable role in the higher
education sector, and we fully support its mission of driving
affordability, access, and achievement for students via our
academic partners nationwide," said Eric Singer, President and
Chief Executive Officer of Immersion Corporation. "The new board
will be focused on accelerating BNED's transformation and
strengthening its industry leadership, while driving profitable
growth and enhancing shareholder value."
Effective at the closing of the Transactions, as approved by BNED
stockholders, five new Directors and two existing Directors were
appointed to the Company's Board of Directors:
* Eric Singer, President, CEO and Chairman of the Board of
Immersion Corporation
* Emily S. Hoffman, Chief Marketing Officer of SmartPak
* Sean Madnani, Chief Executive Officer of Twist Capital
* William C. Martin, Chief Strategy Officer of Immersion
Corporation
* Elias Nader, Chief Financial Officer of QuickLogic
Corporation
* Kathryn Eberle Walker, Chief Executive Officer, Presence
Learning Inc., Member of BNED Board of Directors since 2022
* Denise Warren, Founder and Chief Executive Officer of
Netlyst, LLC, Member of BNED Board of Directors since 2022
Additionally, effective at the closing of the Transactions, Mario
Dell'Aera Jr., David Golden, Michael Huseby, Steven Panagos, Vice
Admiral John Ryan, Rory Wallace, and Raphael Wallander resigned
from the Company's Board of Directors.
About Barnes & Noble Education
Basking Ridge, New Jersey-based Barnes & Noble Education, Inc.
("BNED") is one of the largest contract operators of physical and
virtual bookstores for college and university campuses and K-12
institutions across the United States. It is one of the largest
textbook wholesalers, inventory management hardware and software
providers that operates 1,289 physical, virtual, and custom
bookstores and serve more than 5.8 million students, delivering
essential educational content, tools and general merchandise within
dynamic omnichannel retail environment.
The Company disclosed in its Quarterly Report on Form 10-Q for the
quarterly period ended January 27, 2024, that its losses and
projected cash needs, combined with its current liquidity levels
and the maturity of its Credit Facility, which becomes due on
December 28, 2024, raise substantial doubt about its ability to
continue as a going concern.
BARTLEY INVESTMENTS: Hires Buddy D. Ford P.A. as Attorney
---------------------------------------------------------
Bartley Investments, Ltd seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Buddy D. Ford,
P.A. as attorney.
The firm's services include:
a. analyzing the financial institution situation, and
rendering advice and assistance to the Debtor in determining
whether to file a petition under Title 11, United States Code;
b. advising the Debtor with regard to the powers and duties
of the Debtor-in-Possession in the continued operation of the
business and management of the property of the estate;
c. preparing and filing of the petition, schedules of assets
and liabilities, statement of affairs, and other documents required
by the Court;
d. representing the Debtor at the Section 341 Creditor's
meeting;
e. giving the Debtor with respect to its responsibilities in
complying with the United States Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
g. preparing, on behalf of you applicant, necessary motions,
pleadings, applications, answers, orders, complaints, and other
legal papers and appear at hearings thereon;
h. protecting the interest of the Debtor in all matters pending
before the Court;
i. representing the Debtor in negotiation with its creditors in
the preparation of the Chapter 11 Plan; and
j. performing all other legal services for Debtors as
Debtor-in-Possession which may be necessary herein, and it is
necessary for Debtor as Debtor-in-Possession to employ this
attorney for such professional services.
The firm will be paid at these rates:
Buddy D. Ford $450 per hour
Senior Associates $400 per hour
Junior Associate Attorneys $350 per hour
Senior Paralegal Services $150 per hour
Junior Paralegal Services $100 per hour
The firm received from the Debtor a retainer in the amount of
$5,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Buddy D. Ford, Esq., a partner at Buddy D. Ford, P.A., disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Buddy D. Ford, Esq.
Buddy D. Ford, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: (813) 877-4669
Fax: (813) 877-5543
Email: All@tampaesq.com
About Bartley Investments, Ltd
Bartley Investments Ltd owns 12 rental properties in Tampa Villa
South, Tampa, Florida valued at $8.68 million.
Bartley Investments Ltd sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02952)
on May 23, 2024. In the petition signed by Allan N. Bartley, as
general partner, the Debtor reports total assets of $8,764,925 and
total liabilities of $3,703,633.
Honorable Bankruptcy Judge Catherine Peek Mcewen oversees the
case.
The Debtor is represented by Buddy D Ford, Esq., at Buddy D. Ford,
P.A.
BIOXCEL THERAPEUTICS: BioXcel LLC, 2 Others Disclose Stakes
-----------------------------------------------------------
BioXcel LLC, BioXcel Holdings, Inc. Vimal Mehta disclosed in a
Schedule 13D/A Report filed with the U.S. Securities and Exchange
Commission that they beneficially own shares of BioXcel
Therapeutics, Inc.'s common stock as of June 6, 2024:
BioXcel LLC and BioXcel Holdings, Inc. are reported to beneficially
own 7,685,501 shares of the common stock while Vimal Mehta
beneficially owns 8,830,622 shares, representing 20.5% and 23.5% of
the shares outstanding, respectively.
On June 4, 2024, pursuant to the previously disclosed Termination
Agreement and Repurchase Agreement, BioXcel LLC transferred 566,245
shares of Common Stock to BioXcel Holdings, Inc. and 42,976 shares
of Common Stock to the Sellers, each in exchange for common
interests in BioXcel LLC. Subsequently, BioXcel Holdings, Inc.
transferred an aggregate of 566,245 shares of Common Stock to
certain of its stockholders in exchange for their interests in
BioXcel Holdings, Inc.
Pursuant to the terms of the Termination Agreement, on June 4, 2024
and June 5, 2024, BioXcel LLC sold an aggregate of 252,028 shares
of Common Stock, sufficient to cover certain tax liabilities
incurred in connection with the Share Transfers.
On June 4, 2024, BioXcel LLC sold an aggregate of 126,014 shares of
Common Stock at a weighted average price of $1.6309. The securities
were sold in a series of open market transactions at a per share
prices ranging from $1.605 to $1.68. On June 5, 2024, BioXcel LLC
sold an additional 126,014 shares of Common Stock at a weighted
average price of $1.5841. The securities were sold in a series of
open market transactions at a per share prices ranging from $1.55
to $1.635. For each such trade, the Reporting Persons undertake to
provide upon request of the Securities and Exchange Commission
staff, the Issuer, or any shareholder of the Issuer, full
information regarding the number of securities sold at each
separate price within the range set forth above.
On June 6, 2024, pursuant to the Repurchase Agreement, BioXcel LLC
delivered to the Sellers an amended and restated warrant to
purchase common interests of BioXcel LLC. The BioXcel Warrant is
exercisable for 120 common interests in BioXcel LLC at an exercise
price per common interest equal to $1,709.88. As soon as
commercially reasonable after each exercise of the BioXcel Warrant,
BioXcel LLC has agreed to redeem from the Sellers each common
interest in BioXcel LLC acquired pursuant to the exercise of the
warrant in exchange for 149.22 shares of Common Stock. The BioXcel
Warrant expires on August 31, 2026.
BioXcel LLC is the record holder of 7,685,501 shares of Common
Stock. Dr. Mehta is the record holder of 43,564 shares of Common
Stock and Dr. Mehta's spouse is the record holder of 2,000 shares
of Common Stock. Dr. Mehta is the beneficial owner of 1,093,448
shares of Common Stock underlying stock options that are currently
exercisable or exercisable within 60 days of the date hereof and
6,109 shares of Common Stock underlying restricted stock units that
will vest within 60 days of the date hereof.
BioXcel LLC is a subsidiary of BioXcel Holdings, Inc. Dr. Mehta is
an executive officer and the sole member of the board of directors
of BioXcel Holdings, Inc. and an executive officer and one of two
managers on the board of managers of BioXcel LLC. As such, each of
Dr. Mehta and BioXcel Holdings, Inc. may be deemed to beneficially
own the Common Stock held of record by BioXcel LLC.
A full-text copy of BioXcel LLC's Report is available at
https://tinyurl.com/mtp4stsr
About BioXcel Therapeutics, Inc.
Headquartered in New Haven, Conn. BioXcel Therapeutics, Inc. is a
biopharmaceutical company utilizing artificial intelligence to
develop transformative medicines in neuroscience and, through the
Company's wholly owned subsidiary, OnkosXcel Therapeutics LLC,
immuno-oncology. The Company employs various AI platforms to
reduce therapeutic development costs and potentially accelerate
development timelines.
Stamford, Conn.-based Ernst & Young LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated March 22, 2024, citing that the Company has suffered
recurring losses from operations, has used significant cash in
operations and has stated that substantial doubt exists about the
Company's ability to continue as a going concern.
BIRD GLOBAL: Amends Tort Claims Pay Details
-------------------------------------------
Bird Global, Inc., and its affiliates submitted Second Amended
Disclosure Statement for the Second Amended Joint Chapter 11 Plan
of Liquidation dated June 3, 2024.
In general, the Plan provides for the appointment of a Liquidating
Trustee and the Tort Claims Trustee (solely for purposes of
administering the Tort Claims Trust) from and after the Effective
Date.
The Plan also provides for: (1) the Settling Insurers and the
Purchaser to contribute the Insurance Settlement Proceeds to Tort
Claims Trust for the benefit of Tort Claimants; (2) the appointment
of the Tort Claims Trustee, as well as a Tort Claims Administrator
who will administer and analyze, assign relative values to, and
allocate Trust Assets to Holders of Tort Claims pursuant to the
Tort Claim ADR Procedures. The Debtors believe that the Plan will
allow for a prompt resolution of the Debtors' Chapter 11 Cases and
will achieve the best possible result for all creditors and holders
of interests, including all Holders of General Unsecured Claims and
Tort Claims.
Like in the prior iteration of the Plan, each holder of an Allowed
General Unsecured Claim shall receive subject to and in accordance
with the Distribution Waterfall (x) 50% of the Talon Proceeds, if
any, until the Allowed Senior DIP Deficiency Claim is paid in full,
then 100% of any additional Talon Proceeds, plus (y) its Pro Rata
share of the proceeds of remaining Liquidating Trust Assets (net of
expenses) other than Talon Proceeds.
The distributions shall be made on the later of (i) the Effective
Date or as soon as practicable thereafter, (ii) the date such
General Unsecured Claim becomes Allowed or as soon as practicable
thereafter, and (iii) the date such Allowed General Unsecured Claim
is payable under applicable nonbankruptcy law; provided, however,
that neither the Debtors nor the Liquidating Trustee shall pay any
premium, interest or penalty in connection with such Allowed
General Unsecured Claim. The allowed unsecured claims total
$600,535,813.83. This Class will receive a distribution of 1% or
greater depending upon the results of claims reconciliation and
monetization of Excluded Assets.
Class 6 consists of the Tort Claims. Class 6 shall receive pro rata
portion of $19,216,036.50 in Insurance Settlement Proceeds.
Tort Claims in Class 6 shall be treated in accordance with one of
the following alternatives:
* Subject to the Bankruptcy Court's approval of the Insurance
Settlement Agreements, the Plan establishes the Tort Claims Trust
for the benefit of holders of Allowed Tort Claims, which claims are
and shall be channeled to the Tort Claims Trust pursuant to Section
13.6 hereof. If the Bankruptcy Court approves the Insurance
Settlement Agreements, each holder of a Tort Claim shall receive,
in full satisfaction, settlement, release and discharge of and in
exchange for its claim against the Debtors or any of the Insurance
Settlement Released Parties, a Distribution of the Tort Claims
Trust Assets by the Tort Claims Trustee, in accordance with this
Plan, the Tort Claims Trust Agreement and the Tort Claim ADR
Procedures. In no event shall a holder of a Tort Claim be entitled
to any other or further recovery from or against any of the Debtors
or the Insurance Settlement Released Parties or any of their
property or assets; or
* If the Bankruptcy Court does not approve the Insurance
Settlement Agreements, (A) then the Channeling Injunction and Bar
Order and the Releases contained in Sections 13.7(a)(2) and
13.7(c), and the Insurance Settlement Agreements, shall be of no
force and effect; and (B) notwithstanding the injunction contained
in Section 13.10 of the Plan and the Plan Confirmation Order, 60
days after the Effective Date (or such later date as determined by
the Bankruptcy Court following notice and a hearing), holders of
Tort Claims in Class 6 shall be permitted to pursue their Tort
Claims against the Debtors solely to the extent of available
insurance, if any, and as against any non-debtor. In no event shall
a holder of a Tort Claim be entitled to any other or further
recovery from or against any of the Debtors.
The Plan will be implemented through receipt of (a) the Plan Cash
which shall be used by the Liquidating Trustee to begin the
administration of the Plan; (b) the Priority Claims Reserve which
shall be used to make Distributions to the holders of Allowed
Priority Claims; (c) the remaining Additional DIP Funding; (d)
proceeds of the Talon Claim and Excluded Assets which shall be used
to make Distributions to the Holders of Allowed Claims in Classes
2, 3, 4, 5 and 7, as provided in the Plan; and (e) proceeds of the
Insurance Settlement Agreements which shall be used to fund the
Tort Claims Trust for the benefit of Holders of Allowed Claims in
Class 6.
A full-text copy of the Second Amended Disclosure Statement dated
June 3, 2024 is available at https://urlcurt.com/u?l=J2Sq5Z from
PacerMonitor.com at no charge.
The Debtors' Counsel:
Paul Steven Singerman, Esq.
Jordi Guso, Esq.
Clay B. Roberts, Esq.
BERGER SINGERMAN LLP
1450 Brickell Avenue, Ste. 1900
Miami, FL 33131
Tel: (305) 755-9500
Fax: (305) 714-4340
E-mail: singerman@bergersingerman.com
jguso@bergersingerman.com
croberts@bergersingerman.com
About Bird Global
Bird Global, Inc., a micro-mobility operator, is an electric
vehicle company dedicated to bringing affordable, environmentally
friendly transportation solutions such as e-scooters and e-bikes to
communities across the world. The company is based in Miami, Fla.
Bird Global and its affiliates sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case No.
23-20514) on December 20, 2023. In the petition signed by its chief
restructuring officer, Christopher Rankin, Bird Global disclosed up
to $500 million in both assets and liabilities.
Judge Laurel M. Isicoff oversees the cases.
Paul Steven Singerman, Esq., Jordi Guso, Esq., and Clay B. Roberts,
Esq., at Berger Singerman LLP, represent the Debtors as legal
counsel. Teneo Capital LLC is the Debtors' restructuring advisor.
Epiq Corporate Restructuring, LLC serves as notice and claims
agent.
The Senior DIP Parties and Prepetition First Lien Parties, led by
MidCap Financial Trust, are represented by Latham & Watkins LLP
(James Ktsanes; John Lister; Hugh Murtagh).
Covington & Burling LLP (Ronald A. Hewitt) represents the Junior
DIP Agent, U.S. Bank. Venable LLP (Paul J. Battista) advises the
Junior DIP Lenders and Participating Second Lien Parties.
On January 5, 2024, the U.S. Trustee for Region 21 appointed an
official committee of unsecured creditors in these Chapter 11
cases. The committee tapped Fox Rothschild, LLP as legal counsel
and Berkeley Research Group, LLC as financial advisor.
BKDJ INVESTMENT: Seeks to Hire De Leo Law Firm as Counsel
---------------------------------------------------------
BKDJ Investment LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Louisiana to employ The De Leo Law Firm
LLC as counsel.
The De Leo Law Firm LLC will serve as the Debtor's legal counsel in
its Chapter 11 bankruptcy proceedings.
The firm will be paid at these rates:
Robin De Leo, Esq. $375 per hour
Paralegals $95 per hour
The Debtor paid the firm a retainer in the amount of $13,738.
As disclosed in the court filings, De Leo Law does not represent or
hold any interest adverse to the Debtor and is a disinterested
party, as defined by the Bankruptcy Code.
The firm can be reached through:
Robin R. De Leo, Esq.
The De Leo Law Firm, LLC
800 Ramon St.
Mandeville, LA 70448
Tel: (985) 727-1664
Fax: (985) 727-4388
Email: lisa@northshoreattorney.com
About BKDJ Investment LLC
BKDJ Investment, LLC filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. E.D. La. Case No. 24-10966) on May
22, 2024, with up to $50,000 in assets and up to $1 million in
liabilities.
Judge Meredith S. Grabill presides over the case.
Robin R. DeLeo, Esq., represents the Debtor as legal counsel.
BLUM HOLDINGS: Unit Signs MIPA, Sells Membership Interest in PFC
----------------------------------------------------------------
Blum Holdings, Inc. reported in a Form 8-K filed with the
Securities and Exchange Commission that on June 10, 2024, Unrivaled
Brands, Inc., a wholly owned subsidiary of the Company, entered
into a Membership Interest Purchase Agreement (the "MIPA") and
simultaneously completed the sale of its controlling membership
interest in People's First Choice, LLC ("PFC") to Haven Nectar,
LLC. Haven Nectar is a recently formed entity owned and controlled
by Mr. Shubham Pandey. PFC owns and operates a cannabis retail
dispensary campus in Santa Ana, California named Blum Santa Ana.
In connection with the MIPA, People's California, LLC, sold its
minority interest in PFC to Haven Nectar.
Based on estimates included in the unaudited pro forma condensed
consolidated financial statements for the period ended March 31,
2024, the total transaction consideration was $24.8 million.
Pursuant to the MIPA, Haven Nectar acquired the 80% membership
interests of Unrivaled and the 20% membership interests of
People's. The consideration includes $9.0 million in cash and the
assumption of PFC's liabilities.
The Cash Consideration is in the form of $8.0 million paid in cash
at closing and a $1.0 million secured promissory note to be paid
over 12 months. The Cash Consideration was paid to People's for
settlement of the debt pursuant to the binding settlement term
sheet between Unrivaled and People's entered into on March 6, 2023.
As a result of the sale and pursuant to the terms of the
Settlement Term Sheet, after the Cash Consideration, the remaining
debt to People's is settled, subject to any deficiencies. The PFC
liabilities are comprised of $5.53 million in accounts payable and
accrued liabilities and $8.59 million in income tax payable, and
pursuant to US GAAP $1.03 million in Tax Provision and $0.69
million in Lease Liabilities, for an aggregate of $15.84 million in
liabilities.
As a result of the sale of PFC and pursuant to the Settlement Term
Sheet, the total estimated extinguishment of liabilities expected
is $44.46 million based on pro forma estimates from the Company's
March 31, 2024 financial statements on Form 10-Q as filed with the
SEC on May 14, 2024, which liabilities are comprised of $5.64
million in total accounts payable and accrued liabilities, $8.59
million in income tax payable, $23.89 million in promissory notes
and accrued interest, $5.31 million in lease liabilities, and $1.03
million in tax provision.
The total estimated gain from the sale of PFC is $33.98 million or
$3.09 per Common Share based on estimates included in the unaudited
pro forma condensed consolidated financial statements for the
period ended March 31, 2024 which gain is comprised of $24.84
million in total consideration plus $9.13 million in net
liabilities that were disposed.
Under the terms of the transaction, Unrivaled is retaining a 20%
non-economic, non-voting interest in PFC pending approval of the
transfer of local and state retail cannabis licenses to Mr. Pandey.
Upon transfer of the licenses, Unrivaled's 20% minority interest
will transfer to Haven Nectar, Unrivaled will resign as Manager of
PFC and Sabas Carrillo will resign as an officer of PFC.
Effective upon the closing of the transaction, Haven Nectar assumed
full operational and management control of the PFC business
pursuant to a Management Services Agreement, pending transfer of
the cannabis licenses. Pursuant to the MSA, Haven Nectar is
responsible for paying all costs and expenses of the business,
including taxes, license fees, operational and capital expenses,
vendors, and rent due to PFC's landlord. Haven Nectar is also
responsible for funding all such costs and expense to the extent
the business generates insufficient revenue to pay such costs and
expenses. In exchange, Haven Nectar is entitled to a management
fee equal to profits generated from the business, if any.
Unrivaled is assisting in the transition of PFC's business
operations to Haven Nectar for a period of 30 days after the
closing pursuant to a Transition Services Agreement for no
additional consideration. Under the terms of the TSA, Unrivaled
will provide consulting services with respect to operational
management continuity and management support, vendor relations,
labor and employment matters, utilities and maintenance, business
access, filings and licenses, and marketing and branding, among
others. Separately, pursuant to a Trademark License Agreement
between the Company's subsidiary Blum Management Holdings, Inc.,
and PFC, Haven Nectar shall have the right to continued use of the
Blum name and registered trademarks in connection with PFC's
business on a royalty free basis for up to 18 months, and for a
license fee thereafter at PFC's option.
About Blum Holdings
Headquartered in Santa Ana, California, Blum Holdings, Inc. --
www.blumholdings.com -- is a cannabis company with operations in
retail and distribution throughout California, with an emphasis on
providing the highest quality of medical and adult use cannabis
products. The Company is home to Korova, a brand of high potency
products across multiple product categories, currently available in
California. The Company operates Blum OC, a premier cannabis
dispensary in Orange County, California. The Company also owns
dispensaries in California which operate as The Spot in Santa Ana,
Blum in Oakland, and Blum in San Leandro.
Costa Mesa, California-based Marcum LLP, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated April 15, 2024, citing that the Company has a significant
working capital deficiency, has incurred significant losses and
needs to raise additional funds to meet its obligations and sustain
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
BNB BATTERY: Seeks to Hire Mills Law Group as Special Counsel
-------------------------------------------------------------
BNB Battery LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of Georgia to employ Mills Law Group PA as
its special attorneys.
The firm will assist the Debtor in a mediation, arbitration and/or
other adjudication in a tribunal against Choate Construction
Company regarding inter alia construction delays associated with
the build-out of Debtor's restaurant space.
The firm will be paid at these rates:
Attorneys $380 per hour
Staff $195 per hour
Andrew J. Becker, Esq., a partner with the Mills Law Group,
disclosed that his firm is a disinterested person as that term is
defined in 11 U.S.C. Sec. 101(14).
The firm can be reached through:
Andrew J. Becker, Esq.
Mills Law Group, PLLC
1397 CARROLL DR. NORTHWEST, SUITE 100
ATLANTA, GA 30318
Phone: (770) 771-6408
Email: abecker@mills-legal.com
About BNB Battery LLC
BNB Battery LLC is an operator of a bar & restaurant serving in
Atlanta, Georgia.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-54144) on April 24,
2024. In the petition signed by Soel Tran, the Debtor disclosed up
to $1 million in assets and up to $10 million in liabilities.
Judge Sage M. Sigler oversees the case.
Mark D. Gensburg, Esq., at Jones & Walden, LLC, represents the
Debtor as legal counsel.
BRAZOS PRESBYTERIAN: Fitch Affirms BB+ LongTerm IDR, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) for
Brazos Presbyterian Homes, TX (Brazos) at 'BB+'. Fitch has also
affirmed the $190 million outstanding series 2013A&B and series
2016 revenue bonds issued by Harris County Cultural Education
Facilities Finance Corporation on behalf of Brazos at 'BB+'.
Fitch does not rate Longhorn Village's series 2017 bonds.
The Rating Outlook is Stable.
Entity/Debt Rating Prior
----------- ------ -----
Brazos Presbyterian
Homes, Inc. (TX) LT IDR BB+ Affirmed BB+
Brazos Presbyterian
Homes, Inc. (TX)
/General Revenues/1 LT LT BB+ Affirmed BB+
The affirmation of the 'BB+' rating and the Stable Outlook reflect
Fitch's expectation that operations will remain consistent across
all three Brazos campuses and that the Ballantyne expansion project
on LHV's campus remains on time and on budget with strong presales.
This project is funded by bank placements which also refunded a
portion of the Series 2013B bonds.
Longhorn Village (LHV) has presold all of its 48-independent living
unit (ILU) expansion (the Ballyantine) and has a waitlist. Average
entrance fees for the expansion are $1.3 million resulting in
sufficient initial entrance fees to retire most of the associated
construction debt.
Fitch expects profitability ratios to remain midrange over the next
several years, and the financial profile remains weak, reflecting
substantial leverage across the obligated group.
SECURITY
The bonds are secured by a gross revenue pledge, mortgage pledge
and debt service reserve fund.
KEY RATING DRIVERS
Revenue Defensibility - 'bbb'
Brazos' three communities operate in separate markets. Although
Brazos Towers and Hallmark are in close proximity, each community
draws from different zip codes within the Houston area. In the
affluent Galleria neighborhood of Houston (where the Hallmark is
located), many home values are in excess of the Hallmark's highest
entrance fees of $850,000. However, the weighted average entrance
fee for both communities of $349,000 is substantially above the
average Houston home value of $267,000. LHV faces less competition
in Austin. The average entrance fee of $578,000 is in line with
average home values in Austin of $567,000.
Occupancy varies among the three campuses with LHV demonstrating
the strongest demand. Generally, ILU occupancy has been near 95% at
LHV with the expansion 100% presold and a robust waitlist. The
Hallmark and Brazos Towers struggle more to fill their ILUs with
more limited prospects for improvement within a competitive
Houston-area market. At the end of March, 2024, ILU occupancy
improved to 80% and 85% at the Hallmark and Brazos Towers
respectively with expectations for further improvement considering
about 90% of the ILUs were occupied or reserved on both campuses.
Operating Risk - 'bbb'
LHV and Brazos have a history of adequate cost management, with
operating ratios generally between 100% and 93%. For FY23, Brazos
obligated group's operating ratio was 99%, net operating margin
(NOM) was 12.5 and NOM-adjusted was 38.5. The operating ratio was
somewhat soft for the midrange assessment, particularly in the
context of a type B contract. However, Fitch expects Brazos'
operating ratio to stabilize below 100% over the next several years
as the Ballyantine project fills.
Brazos and LHV's capital-related metrics have historically been
consistent within a weak assessment, with debt-to-net available
averaging 9.2 over the past three fiscal years. Maximum annual debt
service (MADS) has generally exceeded 20% of revenues over the past
several years. Revenue-only MADS coverage was .8x for FY23.
Revenue-only coverage below 1x within the context of a type B
contract structure/framework, indicates that Brazos is effectively
reliant on turnover entrance fees for timely payment of debt
service.
Brazos' capital expenditures exceeded 150% of depreciation in FY23
with expectations for spending to remain elevated as construction
continues on the Ballyntine expansion. Average age of plant was
midrange at approximately 12.5years.
Financial Profile - 'bb'
Brazos' financial profile is consistent with a 'bb' assessment, in
the context of the 'bbb' revenue defensibility and 'bbb' operating
risk assessments.
As of YE 2023, Brazos had approximately $202 million of debt,
including the series 2013A&B, 2016, 2017 LHV bonds and series 2023
bank debt. Based on fiscal 2023 results, Brazos' cash-to-adjusted
debt was 54.3% and MADS coverage was 1.6x.
Fitch's forward-looking scenario analysis reflects the Ballayntine
project and routine capital expenditures. Liquidity and debt
service coverage metrics remain consistent with the 'BB+' rating
after stabilization. Fitch's baseline scenario is a reasonable
forward look of financial performance over the next five years
given current economic expectations. Fitch's stress scenario
assumes an economic stress (to reflect equity volatility), which is
specific to Brazos' asset allocation. Liquidity, as measured by
days of cash on hand, remains above 200 days throughout Fitch's
scenario analysis, remaining sufficient to avoid consideration as
an asymmetric risk.
A portion of Brazos' residency contracts is refundable with a total
refundable entrance fee liability of approximately $238 million at
YE 2023. Entrance fee repayment risk increases as ILU occupancy
declines.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Balance sheet erosion or issuance of additional debt that results
in cash-to-adjusted debt sustained at levels below 35%
(post-stabilization);
- Decrease in operating performance such that MADS coverage falls
to below their covenant requirement of 1.2x.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Improvement in cash-to-adjusted debt to 70% or greater;
- MADS coverage consistently above 1.7x.
PROFILE
Brazos's obligated group includes three life plan communities: LHV,
Brazos Towers at Bayou Manor (Brazos Towers) and the Hallmark,
located in Houston, TX. Brazos has operated Brazos Towers and the
Hallmark since 1963 and 1972, respectively.
Brazos Towers currently has 178 ILUs (84 added since March 2016),
25 assisted living units (ALUs), eight memory support units, and 37
licensed skilled nursing facility (SNF) beds. The Hallmark has 125
ILUs, 12 ALUs, 10 memory support units and a 32-bed SNF. In 2022,
LHV (a non-obligated affiliate in Austin, TX) was added to the
obligated group. LHV has 214 ILUs, 16 ALUs, 20 MCUs and 34 SNF
beds. The Ballantyne expansion on the LHV campus will add 48 ILUs.
Brazos's obligated group had $63 million in operating revenue in
2023.
Sources of Information
In addition to the sources of information identified in Fitch's
applicable criteria specified below, this action was informed by
information from Lumesis.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
BRIGANTI ENTERPRISE: Seeks to Hire LA Tax Center as Accountant
--------------------------------------------------------------
Briganti Enterprise, Inc., dba Mattress Central dba Briganti Home
dba Soy Crafters, seeks approval from the U.S. Bankruptcy Court for
the Central District of California to hire LA Tax Center as
accountant.
The accountant agrees to charge a flat fee of$ 1,200 for preparing
and filing the Debtor's 2023 tax returns.
As disclosed in court filings, LA Tax Center is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Sirvard Chimayan
LA Tax Center
5503 Cahuenga Blvd STE 202
North Hollywood, CA 91601
Tel: (747) 226-7722
Email: sirvard@mycginc.com
About Briganti Enterprise, Inc.
Briganti Enterprise, Inc. serves as a mattress outlet in Los
Angeles, California.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-12006) on March 15,
2024. In the petition signed by Vahe Vince Delakyan, president, the
Debtor disclosed $171,649 in assets and $1,318,798 in liabilities.
Judge Neil W Bason oversees the case.
Michael Jay Berger, Esq., at LAW OFFICES OF MICHAEL JAY BERGER,
represents the Debtor as legal counsel.
BRONCO TRUCKING: Case Summary & Six Unsecured Creditors
-------------------------------------------------------
Debtor: Bronco Trucking, LLC
10250 US Highway 87 S
Adkins, TX 78101-1906
Business Description: The Debtor is part of the general freight
trucking industry.
Chapter 11 Petition Date: June 17, 2024
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 24-51118
Judge: Hon. Craig A. Gargotta
Debtor's Counsel: Ronald Smeberg, Esq.
THE SMEBERG LAW FIRM
4 Imperial Oaks
San Antonio TX 78248-1609
Tel: (210) 695-6684
Email: ron@smeberg.com
Total Assets as of May 31, 2024: $3,847,529
Total Liabilities as of May 31, 2024: $2,960,397
The petition was signed by Luis J. Poblete as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's six unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/HLQ32HQ/Bronco_Trucking_LLC__txwbke-24-51118__0001.0.pdf?mcid=tGE4TAMA
BROTHERS GEISER: Mark Sharf Named Subchapter V Trustee
------------------------------------------------------
The U.S. Trustee for Region 17 appointed Mark Sharf, Esq., a
practicing attorney in Los Angeles, as Subchapter V trustee for
Brothers Geiser Two, LLC.
Mr. Sharf will charge $660 per hour for his services as Subchapter
V trustee and will seek reimbursement for work-related expenses
incurred.
Mr. Sharf declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Mark Sharf, Esq.
6080 Center Drive, 6th Floor
Los Angeles, CA 90045
Telephone: (323) 612-0202
Email: mark@sharflaw.com
About Brothers Geiser Two
Brothers Geiser Two, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 24-40832) on June
3, 2024, with up to $50,000 in assets and up to $1 million in
liabilities.
Marc Voisenat, Esq., at the Law Offices of Marc Voisenat represents
the Debtor as bankruptcy counsel.
BURGESS BUNGALOW: Jim Parrack Appointed as Chapter 11 Trustee
-------------------------------------------------------------
Ilene Lashinsky, the U.S. Trustee for Region 14, appointed Jim
Parrack to serve as the Chapter 11 trustee for Burgess Bungalow,
LLC.
The appointment was made pursuant to the order from the U.S.
Bankruptcy Court for the Western District of Oklahoma on June 6.
The Chapter 11 trustee can be reached at:
Jim L. Parrack
Price Edwards and Co.
210 Park Ave., Ste. 700
Oklahoma City, OK 73102
About Burgess Bungalow
Burgess Bungalow, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 24-10840) on April
1, 2024, with up to $50,000 in assets and up to $10 million in
liabilities. Calvin Burgess, managing member, signed the petition.
Judge Sarah A. Hall oversees the case.
Stephen J. Moriarty, Esq., at Fellers, Snider, Blankenship, Bailey
& Tippens, PC serves as the Debtor's legal counsel.
CADIZ INC: All Five Proposals Passed at Annual Meeting
------------------------------------------------------
Cadiz Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission on June 14, 2024, that the Company held its
2024 Annual Meeting of Stockholders on June 11, 2024, at which the
Company's stockholders:
(1) elected Stephen E. Courter, Maria Dreyfus, Maria Echaveste,
Winston Hickox, Susan Kennedy, Barbara A. Lloyd, Kenneth T.
Lombard, Richard Polanco, and Carolyn Webb de Macias as directors;
(2) approved an amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of common
stock;
(3) approved an amendment to the Cadiz Inc. 2019 Equity Incentive
Plan, as amended, to increase the total number of shares reserved
for issuance under the Plan;
(4) approved the appointment of PricewaterhouseCoopers LLP as
the
Company's independent auditors for the fiscal year 2024; and
(5) approved, on an advisory basis, the compensation of the
Company's named executive officers.
On June 11, 2024, Cadiz filed a Certificate of Amendment of
Certificate of Incorporation of the Company with the Secretary of
State of the State of Delaware to increase the number of authorized
shares of common stock from 85,000,000 to 100,000,000.
About Cadiz Inc.
Founded in 1983, Cadiz, Inc. (NASDAQ: CDZI) is a California water
solutions company dedicated to providing access to clean, reliable
and affordable water for people through a unique combination of
water supply, storage, pipeline and treatment solutions. With
45,000 acres of land in California, 2.5 million acre-feet of water
supply, 220 miles of pipeline assets and the most cost-effective
water treatment filtration technology in the industry, Cadiz offers
a full suite of solutions to address the impacts of climate change
on clean water access. For more information, please visit
https://www.cadizinc.com.
Cadiz Inc. reported a net loss and comprehensive loss of $31.45
million in 2023, a net loss and comprehensive loss of $24.79
million in 2022, a net loss and comprehensive loss of $31.25
million in 2021, a net loss and comprehensive loss of $37.82
million in 2020, a net loss and comprehensive loss applicable to
common stock of $29.53 million in 2019, and a net loss and
comprehensive loss of $26.27 million in 2018.
CAIRO HOLDING: Selling Vicksburg Assets to Curb Appeals for $3MM
----------------------------------------------------------------
Cairo Holding Company, Inc. and Cappaert Manufactured Housing, Inc.
asked the U.S. Bankruptcy Court for the Southern District of
Mississippi to approve the sale of their assets to Curb Appeals
Affordable Housing, LLC.
The assets to be sold include the companies' real properties and
related assets in Vicksburg, Miss.
The companies are selling the assets to Curb for $3 million "free
and clear" of liens, claims and security interests.
The sale is occurring outside of the companies' Chapter 11
Subchapter V plan of liquidation, which the bankruptcy court
confirmed on Feb. 27.
The companies will use the proceeds from the sale to pay taxes,
broker's commission, and the secured claim of RiverHills Bank at
closing.
Riverhills holds a secured claim of over $3.5 million against
substantially all assets of the companies.
Judge Jason Woodard will hold a hearing on July 11 to approve the
proposed sale. Responses to the sale are due by July 1.
About Cairo Holding
Cairo Holding Company, Inc. is engaged in activities related to
real estate.
Cairo and its affiliate, Cappaert Manufactured Housing, Inc., filed
petitions under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. S.D. Miss. Lead Case No. 23-01954) on Aug. 25, 2023, with
$1 million to $10 million in both assets and liabilities. Robert
Byrd, Esq., at Byrd & Wiser, serves as Subchapter V trustee.
Judge Jamie A. Wilson oversees the cases.
The Debtors tapped J. Walter Newman IV, Esq., at Newman & Newman as
legal counsel; Boolos + Oaks as accountant; and Legacy Capital, LLC
as financial advisor. Charles Porter, a partner at Legacy Capital,
serves as the Debtors' chief restructuring officer.
The court confirmed the Debtors' Chapter 11 Subchapter V plan of
liquidation on Feb. 27, 2024.
CAN BROTHERS: Unsecureds Will Get 9% of Claims in Subchapter V Plan
-------------------------------------------------------------------
CAN Brothers Construction, Inc., filed with the U.S. Bankruptcy
Court for the District of New Hampshire a Plan of Reorganization
for Small Business under Subchapter V.
The Debtor is a New Hampshire Corporation with a mailing address of
P.O. Box 65, Union, New Hampshire 03887. The Debtor was formed on
April 12, 2010.
Its principal office is located at 120 Ridge Road, Middleton, New
Hampshire 03887. CAN Brothers Construction, Inc. is owned by
Charles W. Therriault, Jr., who is the President and the sole
shareholder.
The Debtor shall sell the equipment through a private sale under
Section 363 of the Bankruptcy Code. The Debtor shall pay the Bank
of NH its outstanding secured lien of $206,987.00 in full, IOU's
secured claim of $62,000.00 in full, and the OSHA fine of
$28,000.00 in full from the Section 363 sale of the crusher and
stackers within 30 days of the Debtor's receipt of the net sale
proceeds.
With the Court's approval, the Debtor will sell the BOW stackers to
A.B. Excavating, Inc., 653 Main Street, Lancaster, New Hampshire,
(603) 481- 0779. The Debtor plans on listing the crusher for sale
and will be able to sell it for $275,000.00, with Court approval.
The Debtor has filed a Motion to Sell Equipment with the Court and
the motion is scheduled to be heard on July 3, 2024 at 11:00 am.
Effective June 1, 2024, the Debtor will resume its monthly payments
of $2,500.00 to the SBA towards its outstanding EIDL loan. Subject
to the release provisions of a Section 363 sale, the SBA shall
retain its first priority lien as security on the rest of the
Debtor's equipment.
The remaining net sale proceeds in the amount of $90,013.00 will be
used to pay a dividend payment to the Debtor's unsecured creditors.
The Debtor does not need these 2 pieces of equipment to continue to
operate its business.
The Debtor does not have any unsecured priority creditors. The
Debtor has approximately $3,780,641.80 in unsecured debt. The
Debtor anticipates that the final amount of unsecured debt will be
reduced once objections to proofs of claim are determined.
The Debtor will fund a year Plan from income earned from site and
construction work on contracts. The Debtor expects that General
Unsecured Creditors will receive a dividend of 9%, depending upon
the amount of the holders of allowed General Unsecured Claims. The
distribution to General Unsecured Creditors as proposed under this
Plan is greater than the distribution that General Unsecured
Creditors would receive in a Chapter 7 Liquidation which is
estimated to be 0%.
Class 5 includes all General Unsecured Creditors and Claims.
Creditors in Class 5 will receive one dividend payment within 30
days of payment in full of the Bank of NH lien, the IOU lien, and
the OSHA fine. Each unsecured creditor will receive a dividend
payment of 9% of its claim. The total dividend payment will be in
the approximate amount of $90,000.00.
The Equity Interest holder is the owner and principal of the
Debtor, Charles Theriault. He will retain his 100% ownership
interest in the Debtor. The principal will retain responsibility
for any personal guarantee associated with any claim of this
Debtor.
This Plan proposes to pay creditors holding Allowed Claims from the
sale of equipment.
A full-text copy of the Plan of Reorganization dated May 30, 2024
is available at https://urlcurt.com/u?l=zTva7y from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Eleanor Wm. Dahar, Esq.
Victor W. Dahar, PA
20 Merrimack Street
Manchester, NH 03101
Telephone: (603) 622-6595
Facsimile: (603) 647-8054
Email: vdaharpa@att.net
About CAN Brothers Construction
CAN Brothers Construction, Inc., is a New Hampshire Corporation
with the principal place of business located at 120 Ridge Road,
Middleton, New Hampshire 03887.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. N.H. Case No. 24-10115) on February 26,
2024. In the petition signed by Charles W. Therriault, Jr.,
president, the Debtor disclosed up to $10 million in both assets
and liabilities.
Judge Bruce A Harwood oversees the case.
Eleanor Wm. Dahar, Esq., at VICTOR W. DAHAR PROFESSIONAL
ASSOCIATION, represents the Debtor as legal counsel.
CANO HEALTH: Seeks to Extend Plan Exclusivity to September 3
------------------------------------------------------------
Cano Health, Inc. and Its Affiliates 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 September 3 and October 31, 2024, respectively.
The Debtors in these chapter 11 cases constitute one of the largest
independent primary care physician groups in the United States,
comprising 48 Debtor entities. As of May 16, 2024, the Debtors
employ approximately 189 providers across 92 medical centers, and
maintain affiliate relationships with approximately 123 unique
primary care physicians across 76 practices. The size alone of
these chapter 11 cases warrants an extension of the Exclusive
Periods.
In addition to size, the Debtors' chapter 11 cases are also highly
complex. The health care industry in which the Debtors operate is
highly regulated, extremely competitive, and rapidly changing.
Since the third quarter of 2023, the Debtors have been fulfilling a
transformation plan designed to improve operational efficiencies,
simplify the Debtors' organizational structure, and reduce costs
(the "Transformation Plan").
Additionally, the Debtors commenced these chapter 11 cases on a
dual track to pursue both a stand-alone reorganization, while at
the same time exploring opportunities for a sale of all, or
substantially all, of their assets. This is in addition to certain
discrete asset sales the Debtors have been pursuing as well.
The Debtors claim that granting the requested extensions will give
them a full and fair opportunity to continue their good-faith
efforts to negotiate further and to consummate the Proposed Plan
without the distraction, cost, and delay of a competing plan
process.
The Debtors explain that the limited extension requested by this
Motion is intended to provide a window within which the Debtors
believe they will be able to confirm and consummate the Proposed
Plan without the deterioration and disruption of the Debtors'
business that might be caused by the filing of a competing plan,
should additional time be required. The Debtors' substantial,
significant, and undeniable good-faith progress thus far supports
an extension of the Exclusive Periods.
Attorneys for the Debtors:
Gary T. Holtzer, Esq.
Jessica Liou, Esq.
Kevin Bostel, Esq.
Matthew P. Goren, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, NY 10153
Tel: (212) 310-8000
E-mail: gary.holtzer@weil.com
jessica.liou@weil.com
kevin.bostel@weil.com
matthew.goren@weil.com
- and -
Mark D. Collins, Esq.
Michael J. Merchant, Esq.
Amanda R. Steele, Esq.
RICHARDS, LAYTON & FINGER, P.A.
920 N. King Street
Wilmington, DE 19801
Tel: (302) 651-7700
E-mail: collins@rlf.com
merchant@rlf.com
steele@rlf.com
About Cano Health Inc.
Cano Health, Inc., and its affiliates are independent primary care
physician group.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10164) on February
4, 2024. In the petitions signed by Mark Kent, authorized
signatory, the Debtors disclosed $1,211,931,000 in assets and
$1,471,032,000 in liabilities.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Richards, Layton & Finger, PA and Weil, Gotshal
& Manges, LLP as bankruptcy counsels; Quinn Emanuel Urquhart &
Sullivan, LLP as special counsel; Houlihan Lokey, Inc. as
investment banker; and AlixPartners, LLP as financial advisor.
Kurtzman Carson Consultants, LLC is the claims, notice and
solicitation agent.
Gibson, Dunn & Crutcher, LLP and Pachulski, Stang, Ziehl & Jones,
LLP represent the ad hoc first lien group while ArentFox Schiff,
LLP represents Wilmington Savings Fund Society, FSB, the DIP
agent.
Credit Suisse AG, Cayman Islands Branch, serves as administrative
agent and collateral agent, under the Credit Agreement. Freshfields
Bruckhaus Deringer US, LLP is counsel to the agent.
JPMorgan Chase Bank, N.A., serves as administrative agent and
collateral agent under the Side-Car Credit Agreement. It is
represented by Proskauer Rose, LLP.
Daniel McMurray was appointed as the patient care ombudsman in
these Chapter 11 cases. He tapped Neubert Pepe & Monteith PC and
Klehr Harrison Harvey Branzburg, LLP as his counsel.
CAREISMATIC BRANDS: Completes Financial Restructuring Process
-------------------------------------------------------------
Careismatic Brands, LLC, the world's largest medical apparel
provider, that it has emerged from Chapter 11 following
confirmation of the Company's Plan of Reorganization on May 31,
2024. The completion of the financial restructuring process marks a
pivotal milestone in Careismatic's corporate transformation and
positions it for long-term growth.
"The completion of our financial restructuring process will enable
us to better serve all of our stakeholders in the retail and
healthcare communities," said Sid Lakhani, CEO of Careismatic
Brands. "We enter our next chapter with strong financial footing
and the resources to invest in the innovations that enhance the
comfort and confidence of those who wear our uniforms. As I look to
our bright future ahead, I am deeply grateful to our team for their
dedication during this process and to our customers and suppliers
for their continued loyalty and support."
Through its financial restructuring process, Careismatic has
significantly strengthened its capital structure by eliminating all
of its third-party debt. With a strong financial foundation, the
Company is well positioned to invest in product innovation and
operational excellence, enhancing its ability to serve its global
customer base. Careismatic moves forward under new ownership with a
group of investment funds, led by Nexus Capital Management, who
have been dedicated partners to the Company through the
restructuring process.
"Careismatic now has a solid foundation for future growth,
profitability, and continued industry leadership,” said Evan
Glucoft, Managing Director of Nexus Capital Management. "We look
forward to partnering with CBI's leadership to realize their
strategic objectives and continue the Company's legacy of
excellence in the healthcare apparel industry."
Advisors
Kirkland & Ellis LLP and Cole Schotz P.C. served as legal counsel,
PJT Partners LP served as investment banker and AlixPartners LLP
served as financial advisor to the Company. Milbank LLP and
Houlihan Lokey served as legal and financial advisors,
respectively, to an ad hoc group of first lien lenders who are now
the Company's new shareholders.
About Careismatic Brands
The Santa Monica, Calif.-based Careismatic Brands, LLC, is a
marketer and distributor of medical apparel, footwear, and
accessories. Founded in 1995 in Chatsworth, Calif., Careismatic
has grown from operating a single flagship brand, Cherokee Medical
Uniforms, to a portfolio of seventeen brands. The company offers
value to its stakeholders through its spectrum of medical apparel
and workwear and omnichannel distribution capabilities across the
globe. It has an extensive portfolio of iconic and emerging brands
across the health and wellness platform, including Cherokee
Uniforms, Dickies Medical, Heartsoul Scrubs, Infinity, Scrubstar,
Healing Hands, Med Couture, Medelita, Classroom Uniforms, AllHeart,
Silverts Adaptive Apparel, and BALA Footwear.
Careismatic Brands filed a Chapter 11 petition (Bankr. D.N.J. Lead
Case No. 24-10561) on Jan. 22, 2024, with $1 billion to $10 billion
in both assets and liabilities. Kent Percy, chief restructuring
officer, signed the petition.
Judge Vincent F. Papalia oversees the case.
Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP
represent the Debtor as general bankruptcy counsel; Cole Schotz,
P.C. as local bankruptcy counsel; AP Services, LLC as financial
advisor; PJT Partners, LP as investment banker; and C Street
Advisory Group as strategic communications advisor. Donlin, Recano
& Company, Inc. is the claims, noticing and solicitation agent and
administrative advisor.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtor's Chapter
11 case. The committee is represented by Bradford J. Sandler, Esq.,
at Pachulski Stang Ziehl & Jones, LLP.
CARPENTER REALTY: Seeks to Sell Estell Manor Property by Auction
----------------------------------------------------------------
Holly Miller, the court-appointed administrator for Carpenter
Realty Corp.'s liquidating plan, filed a motion seeking court
approval to sell the company's real property in New Jersey by
auction.
The property up for sale is a 2,314-acre real property located in
98 Cumberland Avenue and 732 Estell Manor Road, Estell Manor, N.J.
Carpenter Realty is selling the property "free and clear" of
encumbrances.
Last month, Tuckahoe Farms, LLC, a wholly-owned special purpose
vehicle of Clean Energy Funding, LLC, offered $8.8 million for the
property and agreed to serve as the stalking horse bidder.
A stalking horse bidder sets the price floor for bidding in an
auction.
Carpenter Realty will hold an auction on Sept. 10 if it receives a
competing offer, which is at least $9.164 million, by the Sept. 6
bid deadline. The initial bid increment is $100,000.
Tuckahoe will receive a break-up fee of $264,000 in the event it is
not selected as the winning bidder at the auction.
The U.S. Bankruptcy Court for the District of New Jersey will hold
a hearing on Sept. 17 to approve the sale. Objections are due by
Sept. 13.
About Carpenter Realty
Carpenter Realty Corp. and its affiliates are owners, landlords,
caretakers and managers of real property and buildings consisting
of industrial lands, farms, commercial buildings, residences,
wetlands and other real estate.
The Debtors filed petitions under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D.N.J. Lead Case No. 21-18789) on Nov. 12,
2021. At the time of the filing, Carpenter Realty reported $10
million to $50 million in assets and $1 million to $10 million in
liabilities.
Judge Jerrold N. Poslusny Jr. oversees the cases.
Damien Nicholas Tancredi, Esq., at Flaster Greenberg, PC, is the
Debtors' legal counsel.
On June 23, 2022, the court confirmed the Debtors' Chapter 11 small
business Subchapter V plan of liquidation. The liquidating plan
took effect on July 23, 2022, and Holly S. Miller was appointed as
administrator for the plan.
CARVANA CO: Preferred Stock Purchase Rights Delisted From NYSE
--------------------------------------------------------------
The New York Stock Exchange filed a 25-NSE Report notifying the
U.S. Securities and Exchange Commission of the removal of the
entire class of Carvana Co.'s Preferred Stock Purchase Rights from
listing and registration on the Exchange on June 17, 2024, pursuant
to the provisions of Rule 12d2-2 (a).
The removal of the Preferred Stock Purchase Rights of Carvana Co.
is being effected because the Exchange knows or is reliably
informed that on June 4, 2024, all rights pertaining to the entire
class of this security were extinguished. The Exchange also
notified the Securities and Exchange Commission that as a result of
these indicated conditions, this security was suspended on June 5,
2024.
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 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.
CENTER FOR ASSISTED: Hires Thompson Burton as Legal Counsel
-----------------------------------------------------------
The Center for Assisted Reproductive Technologies, LLC seeks
approval from the U.S. Bankruptcy Court for the Middle District of
Tennessee to employ Thompson Burton PLLC as counsel.
The firm's services include:
a. rendering legal advice with respect to the rights, powers and
duties of Debtor in the management of its property;
b. investigating and, if necessary, instituting legal action on
behalf of Debtor to collect and recover assets of the estate of
Debtor;
c. preparing all necessary pleadings, orders and reports with
respect to this proceeding and to render all other necessary or
proper legal services;
d. assisting and counseling Debtor in the preparation,
presentation and confirmation of its plan of reorganization;
e. representing Debtor as may be necessary to protect its
interests;
f. representing the Debtor in all adversary proceedings that it
may initiate or that may be initiated against it;
g. representing the Debtor in any post-petition motions that it
may file or that may be filed against it; and
h. performing all other legal services that may be necessary and
appropriate in the general administration of the Debtor's estate.
The firm will be paid at the rates of $250 to $525 per hour.
In addition, the firm will seek reimbursement for its out-of-pocket
expenses.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Phillip G. Young, Jr., Esq.
Justin T. Campbell, Esq.
Thompson Burton PLLC
6100 Tower Circle, Suite 200
Franklin, TN 37067
Tel: (615) 465-6000
Email: phillip@thompsonburton.com
justin@thompsonburton.com
About The Center for Assisted
Reproductive Technologies, LLC
The Center for Assisted Reproductive Technologies, LLC, filed a
Chapter 11 bankruptcy petition (Bankr. M.D. Tenn. Case No.
24-01921) on May 28, 2024, disclosing under $1 million in both
assets and liabilities. The Debtor is represented by THOMPSON
BURTON PLLC.
CENTER FOR REPRODUCTIVE: Hires Thompson Burton PLLC as Counsel
--------------------------------------------------------------
The Center For Reproductive Health, P.C. seeks approval from the
U.S. Bankruptcy Court for the Middle District of Tennessee to
employ Thompson Burton PLLC as counsel.
The firm's services include:
a. rendering legal advice with respect to the rights, powers and
duties of Debtor in the management of its property;
b. investigating and, if necessary, instituting legal action on
behalf of Debtor to collect and recover assets of the estate of
Debtor;
c. preparing all necessary pleadings, orders and reports with
respect to this proceeding and to render all other necessary or
proper legal services;
d. assisting and counseling Debtor in the preparation,
presentation and confirmation of its plan of reorganization;
e. representing Debtor as may be necessary to protect its
interests;
f. representing the Debtor in all adversary proceedings that it
may initiate or that may be initiated against it;
g. representing the Debtor in any post-petition motions that it
may file or that may be filed against it; and
h. performing all other legal services that may be necessary and
appropriate in the general administration of the Debtor's estate.
The firm will be paid at the rates of $250 to $525 per hour.
In addition, the firm will seek reimbursement for its out-of-pocket
expenses.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Phillip G. Young, Jr., Esq.
Justin T. Campbell, Esq.
Thompson Burton PLLC
6100 Tower Circle, Suite 200
Franklin, TN 37067
Tel: (615) 465-6000
Email: phillip@thompsonburton.com
justin@thompsonburton.com
About The Center For Reproductive Health, P.C.
The Center for Reproductive Health, P.C., filed a Chapter 11
bankruptcy petition (Bankr. M.D. Tenn. Case No. 24-01922) on May
28, 2024, disclosing under $1 million in both assets and
liabilities. The Debtor is represented by THOMPSON BURTON PLLC.
CHURCHILL ORTHOPEDIC: Unsecureds to Get Share of Income for 5 Years
-------------------------------------------------------------------
Churchill Orthopedic Rehabilitation, LLC, submitted a Second
Amended Plan of Reorganization for Small Business dated May 30,
2024.
Through the date of this Plan, the Debtor has collected accounts
receivable and paid its ordinary post-petition operating expenses,
including maintaining and compensating an active staff of physical
therapists and other employees.
Because the Debtor is not able to predict the definite outcome of
its business success, the Plan pays:
* Administrative claims in full on the later of the effective
date or the date on which such claims are allowed by the Court,
unless a different payment is otherwise agreed to by holders of
administrative claims;
* Pursuant to the Settlement Agreement (the "Settlement
Agreement") between the Debtor, Dr. Benjmain Burton, Kapitus
Servicing Inc., Stephen Churchill ("Mr. Churchill"), and Jeanne
Churchill ("Mrs. Churchill"), Burton's secured claim shall be paid
as follows: $8,000.00 per month from the Debtor for the duration of
the Plan, plus, in any given month in which Mr. Churchill's salary
is increased during the Plan, an additional payment to Burton in an
equal amount for that month; and no less than $230,000.00 from the
sale of Mr. and Mrs. Churchill's property located at 24
Philadelphia Avenue, Lavallette, New Jersey (the "Lavalette
Property"), plus an additional payment of 90% of any excess sale
proceeds if the sale price of the Lavallette Property exceeds
$1,495,000.00.
* Pursuant to the Settlement Agreement, the secured claim of
Kapitus shall be paid as follows: $2,000.00 per month from the
Debtor until Kapitus' secured claim is paid in full; and no less
than $64,000.00 from the sale of the Lavallette Property, plus an
additional payment of 10% of any excess sale proceeds if the sale
price of the Lavallette Property exceeds $1,495,000.00.
* The secured claim of the U.S. Small Business Administration
(the "SBA") as follows: $14,400.00 from the Tax Escrow created
pursuant to the Settlement Agreement plus monthly payments of
$1,162.00 until the SBA's claim is satisfied in full.
* General Unsecured Creditors will receive a pro rata dividend
on their allowed claims from the Debtor's disposable income
remaining after payment of all administrative, priority, and
secured claims, for a period of 5 years.
Class 4 consists of General Unsecured Claims. General Unsecured
Creditors will receive a lump sum pro rata dividend on their
allowed claim in any quarter where the Debtor has net profits
remaining after the payment of all Monthly Secured Creditor
Payments (as defined in the Settlement Agreement), payment to the
SBA, and payment of all allowed administrative claims. The
Subchapter V Trustee shall monitor Debtor's quarterly reports to
determine if and when an additional disbursement is required.
On Confirmation of the Plan, all property of the Debtor, tangible
and intangible, including, without limitation, licenses, furniture,
fixtures and equipment, will revert, free and clear of all Claims
and Equitable Interests except as provided in the Plan and the
Settlement Agreement, to the Debtor. The Debtor expects to have
sufficient cash on hand to make the payments required on the
Effective Date.
Payments to the holders of allowed Claims, on the terms set forth
in this Plan and the Settlement Agreement, shall be made from the
Debtor's ongoing operations and cash flow, as well as the sale of
the Lavallette Property, for a period of 5 years after the
Effective Date of the Plan.
The Bankruptcy Court has scheduled June 27, 2024 at 10:00 A.M. as
the hearing on the confirmation of the Plan.
A full-text copy of the Second Amended Plan dated May 30, 2024 is
available at https://urlcurt.com/u?l=sOYRJa from PacerMonitor.com
at no charge.
The Debtor's Counsel:
Kenneth L. Baum, Esq.
LAW OFFICES OF KENNETH L. BAUM LLC
201 W. Passaic Street
Suite 104
Rochelle Park, NJ 07662
Tel: (201) 853-3030
Fax: (201) 584-0297
Email: kbaum@kenbaumdebtsolutions.com
About Churchill Orthopedic Rehabilitation
Churchill Orthopedic Rehabilitation, LLC, a company in Teaneck,
N.J., filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D.N.J. Case No. 23-14874) on June 5, 2023,
with as much as $50,000 in assets and $1 million to $10 million in
liabilities. Nancy Isaacson, Esq., at Greenbaum, Rowe, Smith &
Davis, LP has been appointed as Subchapter V trustee.
Judge Vincent F. Papalia oversees the case.
The Debtor tapped Kenneth L. Baum, Esq., at the Law Offices of
Kenneth L. Baum, LLC as counsel, and Aprio, LLP as accountant.
CKM SHINING: Hires Goe Forsythe & Hodges LLP as Legal Counsel
-------------------------------------------------------------
CKM Shining Stars, LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ Goe Forsythe
& Hodges LLP as counsel.
The Debtor requires legal counsel to:
a. advise and assist Debtor with respect to compliance with
the requirements of the United States Trustee;
b. advise Debtor regarding matters of bankruptcy law,
including the rights and remedies of Debtor with respect to its
assets and with respect to the claims of creditors;
c. advise Debtor regarding assumption and rejection of
executory contracts and leases;
d. represent Debtor in any proceedings or hearings in the
Bankruptcy Court where Debtor's rights under the Bankruptcy Code
may be litigated or affected;
e. conduct examinations of witnesses, claimants, or adverse
parties and to prepare and assist in the preparation of reports,
accounts, and pleadings related to this chapter 11 case;
f. advise Debtor concerning the requirements of the Bankruptcy
Court and applicable rules as the same affect Debtor in this
proceeding;
g. assist Debtor in negotiation, formulation, confirmation,
and implementation of a chapter 11 plan of reorganization;
h. make any bankruptcy court appearances on behalf of Debtor;
and
i. take such other action and perform such other services as
Debtor may require of the Firm in connection with this chapter 11
case.
The firm will be paid at these rates:
Attorneys $375 to $695 per hour
Of Counsel $450 to $625 per hour
Paralegals $195 to $225 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received a pre-bankruptcy retainer of $50,000.
Robert Goe, Esq., a partner at Goe Forsythe & Hodges, disclosed in
a court filing that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Robert P. Goe, Esq.
Goe Forsythe & Hodges, LLP
17701 Cowan, Suite 210
Irvine, CA 92614
Tel: (949) 798-2460
Fax: (949) 955-9437
Email: rgoe@goeforlaw.com
About CKM Shining Stars, LLC
CKM Shining Stars, LLC in San Clemente, CA, filed its voluntary
petition for Chapter 11 protection (Bankr. C.D. Cal. Case No.
24-11238) on May 15, 2024, listing $10 million to $50 million in
assets and $1 million to $10 million in liabilities. Margaret
Levecke as manager, signed the petition.
Judge Scott C. Clarkson oversees the case.
GOE FORSYTHE & HODGES LLP serve as the Debtor's legal counsel.
CLASS 1 LOGISTICS: Seeks to Hire James K. Jopling as Counsel
------------------------------------------------------------
Class 1 Logistics, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to employ James "Jim" K.
Jopling as counsel.
The firm will provide these services:
a. giving the Debtor legal advice with respect to its powers
and duties as Debtor-in-Possession and the continued operation of
its business and management of its properties;
b. reviewing the various contracts heretofore entered by
Debtor and to determine which contracts should be rejected and
assumed;
c. representing the Debtor in collection of its accounts
receivable, if needed;
d. preparing on behalf of the Debtor necessary Schedules,
Statements, Applications, and Answers, Orders, Reports, and other
legal documents required for reorganization;
e. assisting the Debtor in formulation and negotiation of a
Plan with its creditors in these proceedings;
f. reviewing all presently pending litigation in which Client
is a participant, recommending settlement of such litigation which
the attorney deems to be in the best interest of the estate, and
making an appearance as lead trial counsel in all litigation which
the attorney believes should be continued, if needed;
g. reviewing the transactions of Client prior to the filing of
the Chapter 11 proceedings to determine what further litigation, if
any, pursuant to the Bankruptcy Code, or otherwise, should be filed
on behalf of the estate;
h. examining all tax claims filed against Client, contesting
any excessive amounts claimed therein, and structuring a payment of
the allowed taxes which conforms to the Bankruptcy Code and Rules;
and
i. performing all other legal services of the Client, as
Debtor-in-Possession, which may be necessary herein
The firm will be paid at the rate of $275 per hour.
The firm received a retainer in the amount of $6,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
James "Jim" K. Jopling, Esq. 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:
James "Jim" K. Jopling, Esq.
521 Texas Ave Ste 102
El Paso, TX 79901
Tel: (915) 541-6099
Fax: (866) 864-6854
Email: jim@joplinglaw.com
About Class 1 Logistics, LLC
The Debtor is part of the general freight trucking industry.
Class 1 Logistics, LLC in El Paso, TX, filed its voluntary petition
for Chapter 11 protection (Bankr. W.D. Tex. Case No. 24-30275) on
March 9, 2024, listing $1 million to $10 million in assets and
$500,000 to $1 million in liabilities. Omar Navarro as managing
member/president, signed the petition.
Judge Christopher G Bradley oversees the case.
JIM JOPLING, ATTORNEY AT LAW serve as the Debtor's legal counsel.
CLS ELECTRIC: Seeks to Hire Colby & Powell PLLC as Accountant
-------------------------------------------------------------
CLS Electric Corporation seeks approval from the U.S. Bankruptcy
Court for the District of Arizona to employ David J. Hawks and the
firm Colby & Powell, PLC to prepare and file its income tax returns
and provide general bookkeeping services.
The firm will be paid at these rates:
Partner $300 per hour
Bookkeeper $175 per hour
David J. Hawks, CPA, a partner at Colby & Powell, assured the court
that his firm is a "disinterested person" as defined in 11 U.S.C.
101(14).
The firm can be reached through:
David J. Hawks, CPA
Colby & Powell, PLC
1535 W Harvard Ave #101
Gilbert, AZ 85233
Phone: (480) 635-3200
Email: DHAWKS@COLBYPOWELL.COM
About CLS Electric Corporation
CLS Electric Corporation filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Case No.
24-03283) on April 29, 2024, listing under $500,000 in assets and
$10 million in liabilities.
Ronald J. Ellet, Esq., at Ellett Law Offices, PC serves as the
Debtor's counsel.
CLST ENTERPRISES: Hires Vernon Consulting as Financial Advisor
--------------------------------------------------------------
CLST Enterprises, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to employ Vernon Consulting,
Inc. as financial advisor.
The firm will provide these services:
a. rendering accounting services required to accurately
prepare the schedules and reports required by the Chapter 11
process;
b. assisting with the preparation of monthly operating
statements;
c. preparing forecasts, projections, and cash flow reports
requested by lenders, creditors, prospective investors or in
conjunction with a proposed plan of reorganization;
d. assisting with developing support for and the preparation
of motions;
e. assisting in arranging Debtor in Possession financing, and
presenting cash flows to potential lenders, as requested;
f. assisting in the identification of executory contracts and
unexpired leases, and performing cost/benefit evaluations with
respect to the assumption or rejection of each, as needed;
g. assisting with the development of strategies for
negotiating with vendors and creditors, including Federal, State,
and Local Tax Authorities;
h. providing financial advisory services in connection with
any contemplated sale of assets, reorganization, or liquidation
under the Bankruptcy Code; and
i. providing other such necessary and proper services
customarily provided in connection with these proceedings requested
by the Debtor and agreed to by Vernon during the pendency of these
Chapter 11 cases.
The firm will be paid at these rates:
Financial Advisor- Managing Director $450 per hour
Financial Advisor - Director $400 per hour
Financial Advisor - Senior Managing Consultant $350 per hour
Financial Advisor - Analyst $200 per hour
The firm received from the Debtor a retainer in the amount of
$5,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Laura W. Patt, a president and founder at Vernon Consulting, Inc.,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Laura W. Patt
Vernon Consulting Inc.
344 East 65th Street
New York, NY 10065
Tel: (917) 822-7578
About CLST Enterprises, LLC
CLST Enterprises, LLC owns 4,742 square feet mixed use building
consisting of residence with commercial retail and/ or office space
rentals valued at $9.36 million.
CLST Enterprises, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
24-10596) on April 8, 2024, listing $9,393,173 in assets and
$7,356,006 in liabilities.
The petition was signed by Carl Thomson as member.
CMG HOLDINGS: Hires Michael Gillespie as New Auditor
----------------------------------------------------
CMG Holdings Group, Inc., disclosed in a Form 8-K filed with the
Securities and Exchange Commission on June 12, 2024, that the
Company has selected Michael Gillespie & Associates, P. O. Box 765,
Vancouver, WA 98666, as its new PCAOB certifying accountant.
Mr. Gillespie is currently reviewing the information for the
quarter ended March 31, 2024 and should have it ready for filing
sometime next week.
About CMG Group
Headquartered in Chicago, IL, CMG Holdings Group, Inc. is a
marketing communications company focused on the operation of
organizations in the alternative advertising, digital media,
experiential and interactive marketing, and entertainment industry.
The Company was formed by a core group of executives who have held
senior level positions with several of the largest companies in the
entertainment and marketing management industry. The Company
delivers customized marketing solutions to optimize profitability
by concentrating our resources in those segments of the marketing
communications and entertainment industry. The Company operates in
the sectors of experiential marketing, event marketing, commercial
rights, and talent management.
"[T]he Company's negative cash flow from operations raises
substantial doubt about its ability to continue as a going concern.
The financial statements do not include any adjustments that might
result from the outcome of this uncertainty," the Company said in
its Annual Report for the year ended Dec. 31, 2023.
CONCENTRA GROUP: S&P Assigns 'BB-' ICR, Outlook Stable
------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issuer credit rating to
Concentra Group Holdings Parent Inc. and its 'BB' issue-level
rating and '2' recovery rating to its proposed senior secured term
loan.
S&P's ratings on Concentra reflect its assessment of its
stand-alone credit profile without any assumption of credit support
from Select Medical Corp.
S&P said, "The stable outlook reflects Concentra's position as a
leading provider of occupational health services in the U.S., as
well as our expectation for modest business development and limited
reimbursement risk, notwithstanding its sensitivity to the economic
cycle. We expect the company's leverage will decline below 4x in
2024 and generally remain in the 3x-4x range."
Select Medical announced that it plans to spin off its occupational
health and employer services business into a separate independent
company called Concentra Group Holdings Parent Inc.
Concentra then plans to issue about $750 million of secured debt
and $750 million of unsecured debt. The company will distribute the
proceeds from these issuances to Select Medical while keeping about
$100 million of cash on its balance sheet for general corporate
purposes.
S&P said, "Our ratings reflect the company's position as a leading
provider in the niche U.S. market for occupational health services,
its limited risk from adverse changes to reimbursement, and its
agile staffing model. Concentra has decent scale (2023 revenue of
about $1.8 billion) and market share (about 20%) in a niche area of
the health care industry. The company operates over 500
occupational health care clinics that primarily focus on addressing
workplace injuries, which are generally covered under workers
compensation plans. It also offers other employer services such as
drug testing (often as part of the hiring process) and annual
physical examinations. Concentra operates in more than 80 of the
largest 100 metropolitan statistical areas in the U.S., with
centers located within 12 miles of 65% of U.S. employers'
jobsites.
"We view the company's payor mix as favorable relative to those of
its health care services peers. Although workers compensation is
highly regulated, the fee schedule is regulated at the state level
and has remained relatively stable. In addition, Concentra's
business is geographically diverse given that its top two states,
California and Texas, account for 19% and 10% of its occupational
health centers, respectively. Government payors account for less
than 1% of the company's revenue because it mostly relies on
employers as the end payors for its services. This minimizes the
potential for adverse changes to its reimbursement that could
materially harm the business. Its focus on employers also enables
Concentra to be more efficient with its administrative costs.
"Additionally, we view the company's labor dynamics favorably
relative to those of many of its health care services peers.
Despite shortages that have led to intense competition and wage
pressure for physical therapists and registered nurses over the
last few years, Concentra has been relatively unaffected by
staffing issues. We believe that the company's predictable workday,
staffing structure, utilization of pro re nata physicians,
less-pressured work environment, and relatively light
administrative burden limit its exposure to labor challenges
relative to its peers.
"We view the economics of the industry as supportive of Concentra's
medium-term business position, though we see some risks over the
longer term. The company has been the only occupational health
provider operating at a national scale for many years. We believe
its demonstrated experience and geographic diversity provide it
with some advantages when competing to secure business from many of
the largest employers in the U.S. Additionally, its narrow focus
allows it to adjust its labor force for the seasonality of
workplace injuries. Still, we view its market as having limited
barriers to entry."
Concentra's largest competitors include the occupational health
arms of large hospital systems, including Kaiser Permanente, which
benefit from strong brand. Consolidation in the hospital industry
could potentially lead more hospital systems to establish centers
focused on occupational health. S&P also sees some risk that large
urgent care center chains, such as VillageMD, may expand their
focus to occupational health. However, at present, industry
dynamics do not seem supportive of such moves.
Given ongoing workplace safety initiatives and the increased use of
automation in manufacturing, warehouse management, and logistics
(among other industries), the number of occupational injuries has
been gradually declining in recent decades, though the rate may
have stabilized over the last five years.
S&P said, "We view Concentra's competitive advantages in employer
services to be much smaller. In addition, we believe its
competition in this space could potentially intensify with the
entrance of national health care-oriented businesses, including
urgent care specialists and pharmacy chains like CVS Health and
Walgreens. That said, the company's demonstrated track record,
relationships with employers, and greater scale lead us to believe
increased competition would not likely materially affect its
business over the next few years.
"Given Concentra's business model and value proposition, we see
decent continued prospects for expansion over the next several
years. Therefore, we expect the company will continue to gain
market share, particularly in its existing geographies.
"Our ratings also reflect Concentra's narrow focus on occupational
health and employer services, which are inherently cyclical areas
with limited barriers to competition and growth prospects. The
company's revenue depends on the expansion and health of the U.S.
labor force, including employment levels, hiring levels, and injury
and illness rates. Employment levels tend to decline during
economic downturns, thus we view Concentra's business as more
exposed to cyclical fluctuations than the majority of its health
care services peers, which tend to be relatively insensitive to
business cycles. However, we believe that the company's
profitability remained resilient during the last two downturns, in
2008-2009, and in 2020. Still we expect a prolonged recession would
materially pressure the company's business."
Injury and illness rates have stabilized at about 3% of the working
population annually over the last few years and labor-force
participation rates for men, who are disproportionately affected by
workplace injuries, appear to have stopped declining, while overall
employment levels have risen modestly. S&P said, "Over the longer
term, we forsee some pressure on Concentra's volumes stemming from
the megatrends of automation and AI, which could further improve
workplace safety and reduce injury rates. However, even with the
market's slow pace of expansion, we expect the company will
continue to gain share in the geographic markets in which it
operates, which will support the potential for stronger growth over
the next several years." Although Concentra's business is spread
across 45 states, its occupational health center footprint is
moderately concentrated in California (19% of centers) and Texas
(10%).
S&P said, "We expect the company's leverage will decline below 4x
in 2024 and generally remain between 3x and 4x.Although Concentra's
pro forma leverage will initially be slightly above 4x, it has
stated that it intends to achieve net leverage of less than 3x in
two years. We expect the company's S&P Global Ratings-adjusted
leverage will be about 3.8x in 2024 before declining to about 3.4x
in 2025.
"Although our forecast suggests Concentra could deleverage to
levels consistent with a higher rating in the next 24 months, our
ratings incorporate its elevated execution risk and the potential
for unexpected spin-off related costs and challenges. Additionally,
we will observe how management prioritizes the allocation of
capital between accelerating its expansion, reducing its debt, and
funding shareholder returns.
"Concentra leases most of its facilities and has relatively large
operating lease costs. We treat these leases like a financing
transaction, including by burdening its debt with the operating
lease obligations and excluding the lease payments from its EBITDA
(like interest). Based on the company's S-1 filing, leases
accounted for $434 million of incremental debt and $97 million of
incremental EBITDA in 2023. We expect this ratio of incremental
debt to EBITDA will be relatively stable and add about 0.1x-0.3x to
Concentra's S&P Global Ratings-adjusted leverage over the next few
years.
"The stable outlook reflects Concentra's position as a leading
provider of occupational health services in the U.S., as well as
our expectation for modest business development and limited
reimbursement risk. We expect the company's leverage will decline
below 4x in 2024 and generally remain in the 3x-4x range.
"We could lower our rating on Concentra if we expect it will
sustain leverage of more than 4x. This could occur because of a
more-aggressive financial policy or a degradation in its business
prospects due to intensifying competition, reduced workplace injury
and illness rates, an extended period of economic weakness, or
unexpected rate cuts from key states.
"We could raise our rating on Concentra if its leverage declines
below 3.5x and we expect it will generally sustain debt to EBITDA
of less than 3.5x."
CREAGER MERCANTILE: Court OKs Cash Collateral Access on Final Basis
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Creager Mercantile Co. to use cash collateral, on a final basis, in
accordance with the budget, with a 20% variance.
As adequate protection, the U.S. Small Business Administration, Mr.
Russell Cowan, American Express, Associated Grocers, Inc., and the
Colorado Department of Revenue, and any other party claiming an
interest in cash collateral, are granted a post-petition lien on
all post-petition assets and income derived from the operation of
the Debtor's business and assets, to the extent that the use of the
cash results in a decrease in the value of the Secured Creditors'
interest in its pre-petition collateral pursuant to 11 U.S.C.
Section 361(2). All replacement liens will hold the same relative
priority to assets as did the pre-petition liens.
The Debtor will keep the Secured Creditors' collateral insured to
the extent it was insured on a pre-petition basis.
A copy of the order is available at https://urlcurt.com/u?l=uCe0w8
from PacerMonitor.com.
About Creager Mercantile Co.
Creager Mercantile Co. is a a wholesale grocery distributor.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Colo. Case No. 24-12652-KHT) on May 16,
2024. In the petition signed by Donald Creager, president, the
Debtor disclosed $10 million in both assets and liabilities.
Judge Kimberly H. Tyson oversees the case.
Jeffrey S. Brinen, Esq., at Kutner Brinen Dickey Riley PC,
represents the Debtor as legal counsel.
CREATIVE REALITIES: Schedules Annual Meeting for Oct. 18
--------------------------------------------------------
Creative Realities, Inc. reported in a Form 8-K filed with the
Securities and Exchange Commission on June 14, 2024, the expects to
hold its 2024 Annual Meeting of Shareholders on Friday, Oct. 18,
2024. Additional details about the Annual Meeting will be set
forth in the Company's definitive proxy statement for the Annual
Meeting to be filed with the SEC.
Because the scheduled date of the Annual Meeting is more than 30
days from the anniversary date of the 2023 Annual Meeting of
Shareholders, the Company has set a deadline for the receipt of
shareholder proposals and director nominations by shareholders
submitted in connection with the Annual Meeting. In order for a
shareholder proposal or director nomination by a shareholder
submitted pursuant to applicable SEC rules and the Company's
Amended and Restated Bylaws to be considered timely for inclusion
in the Company's proxy statement and form of proxy for the Annual
Meeting, such proposal or nomination must be received by the
Company at its principal executive office no later than June 24,
2024, which the Company has determined is a reasonable time before
the Company plans to begin printing and mailing its proxy materials
for the Annual Meeting. The shareholder must comply with the
procedures and requirements set forth in applicable SEC rules and
the Bylaws, including with respect to the subject matter of the
proposal.
The address of the Company's principal executive office is c/o Will
Logan,13100 Magisterial Drive, Suite 100, Louisville, KY 40223.
About Creative Realities
Creative Realities, Inc. -- http://www.cri.com-- provides
innovative digital signage and media solutions to enhance
communications in a wide-ranging variety of out-of-home
environments, key market segments and use cases, including: Retail;
Entertainment and Sports Venues; Restaurants, including quick-serve
restaurants; Convenience Stores; Financial Services; Automotive;
and Medical and Healthcare Facilities.
ouisville, Kentucky-based Deloitte & Touche LLP, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated March 21, 2024, citing that the Company in
experiencing difficulty in generating sufficient cash flow to
service its debt and contingent consideration obligations, which
raises substantial doubt about its ability to continue as a going
concern.
CRESCENT ENERGY: Fitch Assigns 'BB-' Rating on Sr. Unsecured Notes
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB-'/ 'RR3' rating to Crescent Energy
Finance LLC's (B+/Rating Watch Positive) proposed senior unsecured
notes due 2033. Net proceeds from the notes will be used to fund
the cash portion of consideration for the SilverBow Resources
acquisition, refinance SilverBow's existing debt, or reduce debt
balance outstanding under Crescent's reserve-based loan facility
(RBL). Crescent will have to redeem the proposed notes if the
acquisition of SilverBow Resources is not completed.
The Issuer Default Ratings (IDRs) of Crescent and its parent,
Crescent Energy Company (B+/Positive Watch), reflect a multi-basin
operational scale, below-average production decline rate, moderate
midcycle leverage of around 1.5x and conservative hedging program.
The rating also reflects Crescent's lagging operating netbacks that
make it sensitive to falling oil and gas prices. The company
maintains a hedging program that can cushion its FCF decline during
a downcycle. Resolution of the Positive Watch on Crescent's IDR is
subject to the completion of SilverBow's acquisition under the
proposed terms. Fitch expects Crescent's senior unsecured notes to
remain at
'BB-' after the acquisition.
KEY RATING DRIVERS
Notes Enhance Liquidity: The proposed notes should reduce the
amount that has to be drawn under Crescent's RBL. Proceeds will be
used to partially fund the repayment of SilverBow's existing debt,
which was $1.1 billion at the end of 1Q24, and pay the cash
consideration to SilverBow shareholders. Under the merger agreement
terms, SilverBow shareholders will receive shares of Crescent Class
A common stock with an option to receive up to $400 million in cash
on a pro rata basis. Therefore, Crescent will need up to $1.6
billion of funds to close the deal. Crescent expects to increase
its RBL's borrowing base to $2.6 billion from $1.7 billion and
elected commitments to $2 billion from $1.3 billion at the time of
the acquisition.
Special Mandatory Redemption Clause: If the SilverBow acquisition
event is not completed by May 22, 2025 outside date, the merger
agreement is terminated, or Crescent determines that the
acquisition is unlikely to close by the outside date, Crescent will
have to redeem the proposed notes. Fitch expects the company to
hold net proceeds from the notes as cash until the acquisition
completion or notes redemption. Crescent currently expects to close
the acquisition by the end of 3Q24.
Improved Scale, Focus on Eagle Ford: The contemplated acquisition
will considerably increase Crescent's scale and make it the second
largest operator in the Eagle Ford shale. Crescent estimates that
its production will grow to around 250 thousand barrels of oil
equivalent per day (kboe/d; around 40% oil) in 2024 pro forma for
the acquisition from roughly 160 kboe/d on a standalone basis.
Fitch estimates that the company's midcycle EBITDA will increase to
$1.4 billion from $0.9 billion based on its $57 per barrel of WTI
oil and $2.75 per thousand cubic feet of Henry Hub natural gas.
Approximately 70% of the combined company's production will come
from the Eagle Ford, while the rest will be largely produced in the
Rockies region. SilverBow operates in the Eagle Ford only.
Leverage Target Unchanged: Crescent will continue to target 1.0x
leverage with a maximum of 1.5x after the acquisition. Fitch
estimates that Crescent's EBITDA leverage will remain close to 1.5x
at midcycle oil and gas prices in case SilverBow shareholders
decide to fully utilize the $400 million cash consideration option.
This is the same level Fitch projected for Crescent in 2024 before
the transaction. If the cash portion of the consideration is low or
Crescent repays debt early, the midcycle level of Fitch-projected
leverage will be lower. Leverage could also benefit from the
expected annualized synergies of $65 million-$100 million.
Growth Dominated by M&A: Crescent has grown mainly through
acquisitions. In 2023, it increased ownership of the previously
non-operated asset in the Eagle Ford area through two transactions
with a $850 million total value. The transactions were effectively
funded by the unsecured notes, a $146 million equity raise and FCF.
Crescent maintained its pro forma leverage within 1.5x.
Fitch focuses on Crescent's EBITDA leverage before dividends paid
to non-controlling interests (NCI) because Crescent Energy Finance
LLC, the debt issuer, does not suffer from NCI dividend leakage at
its level despite the NCI dividends reported by its parent and
financials filer, Crescent Energy Company.
Lower Decline Rate Assets: Crescent expects the decline rate for
the company to be closer to 25%, up from 20% before the
acquisition. This is still below the shale producers' typical rate
of above 30%. A material share of the company's operations is
located in more mature plays, which usually require lower capex due
to their older vintage wells. These wells experience lower decline
rates than recently developed ones. Low decline assets contributed
40% to Crescent's production on a standalone basis. The company
expects to have a pro-forma reserve life of over 11 years, which
Fitch considers healthy.
Extensive Hedge Program: Crescent has lower operating netbacks than
oil-focused shale peers due to the presence of mid-life assets in
its portfolio. This leads to increased sensitivity to oil and gas
price downswings. To offset this, Crescent's hedging program is
more intense than those of many other comparable upstream
companies, particularly with its liquids hedges.
DERIVATION SUMMARY
Crescent reported an average production of 166 kboe/d in 1Q24,
making Crescent one of the largest operators by production in the
'B' rating category despite high liquid content. This is slightly
above the higher rated operators such as SM Energy (BB-/Stable; 145
kboe/d), which benefits from the strong economics of its Permian
Basin weighted asset base, and Baytex Energy (BB-/Stable; 151
kboe/d).
Crescent's production was significantly ahead of MEG Energy
(BB-/Stable; 104 kboe/d) and Vermilion Energy (BB-/Stable; 86
kboe/d). Crescent's production has historically been accumulated in
a more agnostic manner to specific basins, and has placed more
priority on value. As a result, the company had a less concentrated
asset base compared to peers that typically focus on one or two
basins.
Crescent has a history of low leverage. Fitch believes this will
continue, with EBITDA midcycle leverage of 1.5x. This is close to
the typical leverage of its peers.
In 1Q24, Crescent generated an unhedged cash netback of $19/boe.
This falls materially below the peer group due to significant
presence of more mature assets in Crescent's portfolio. Vermilion's
and Baytex's netbacks were the closest with $23/boe. To compensate
for higher-cost profile, Crescent hedges more than its peers.
KEY ASSUMPTIONS
- West Texas Intermediate prices of $75/barrel (bbl) in 2024,
$65/bbl in 2025, $60/bbl in 2026-2027 and $57/bbl thereafter;
- Henry Hub prices of $2.5/thousand cubic feet (mcf) in 2024,
$3.00/mcf in 2025-2026 and $2.75/mcf thereafter;
- Standalone production of 158kboe/d in 2024, gradually increasing
thereafter;
- Standalone capex of $550 million per annum in 2024-2027.
RECOVERY ANALYSIS
Key Recovery Rating Assumptions
The recovery analysis assumes Crescent would be reorganized as a
going concern (GC) in bankruptcy rather than liquidated. Fitch
assumed a 10% administrative claim.
Going-Concern Approach
Crescent's GC EBITDA estimate reflects Fitch's view of sustainable
post-reorganization EBITDA pro-forma for the SilverBow acquisition,
upon which Fitch bases the enterprise valuation (EV).
Crescent's bankruptcy scenario considers a weakened oil and gas
environment, resulting in reduced operational and financial
flexibility, which is in line with Fitch's stress case assumptions.
Fitch believes the lower price environment leads to a lower capital
program and production decline.
Crescent's GC EBITDA assumption reflects reduced EBITDA in the
latter years of the forecast, when commodity prices start to move
towards midcycle conditions. An EV multiple of 3.5x EBITDA is
applied to the GC EBITDA to calculate a post-reorganization
enterprise value. The choice of this multiple considered the
following factors:
- The historical bankruptcy case study exit multiples for peer
companies ranged from 2.8x to 7.0x, with an average of 5.2x and a
median of 5.4x;
- Multiples for 'B' category rated companies Northern Oil and Gas,
Inc. (B/Positive; 3.5x) and Moss Creek Resources LLC (B/Stable;
3.25x).
Liquidation Approach
The liquidation estimate reflects Fitch's view of the value of
balance sheet assets that can be realized in a sale or liquidation
processes conducted during a bankruptcy or insolvency proceeding
and distributed to creditors.
In assigning the value for Crescent's assets, Fitch considered
Crescent's PV-10 value adjusted for a lower-price environment.
The maximum of these two approaches was the going-concern approach.
Fitch assumed the RBL facility debt at 80% of the pro-forma $2
billion elected amount and $2.45 billion of senior unsecured
notes.
Under the waterfall allocation, the first lien RBL has an 'RR1'
Recovery Rating and is notched up three levels to 'BB+' from the
Long-Term IDR. Crescent's senior unsecured notes have a Recovery
Rating of 'RR3' and are notched up one level from the Long-Term
IDR.
RATING SENSITIVITIES
Factors That Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Fitch expects to resolve the Positive Watch upon completion of
the contemplated transaction under proposed terms;
- Capital allocation involving debt reduction or credit-accretive
M&A;
- Midcycle EBITDA leverage before excluding NCI dividends below
1.5x;
- Continued improvement in netbacks towards median peer levels.
Factors That Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Deterioration in liquidity including sustained high revolver
utilization or large negative FCF;
- Midcycle EBITDA leverage before excluding NCI dividends above
2.0x;
- Evidence of KKR utilizing its voting position to influence
governance in a credit-unfriendly manner.
LIQUIDITY AND DEBT STRUCTURE
Proposed Notes Improve Liquidity: At March 30, 2024, Crescent had
approximately $5 million of cash on hand and $81 million
outstanding under its RBL. Fitch expects that SilverBow acquisition
will require between $1.2 and $1.6 billion of funds to refinance
SilverBow's current debt structure and pay up to $400 million of
cash consideration.
If Crescent issues $750 million of new notes, successfully changes
the elected amount under its RBL to $2 billion, and SilverBow's
shareholders elect to receive $400 million in cash, it should have
around $1.1 billion of available liquidity under the RBL. Fitch
expects this liquidity will be sufficient for Crescent given its
debt maturity schedule.
Proforma for the proposed notes issuance, Crescent's debt will
consist of unsecured notes maturing in 2028, 2032 and 2033 and RBL
expiring in 2029 with springing maturity in 2027. Fitch expects the
company to generate positive FCF under its current oil and gas
price assumptions.
ISSUER PROFILE
Crescent is a public oil and gas company with 1Q24 production of
166 kboe/d (59% liquids). Most of its production is in the Eagle
Ford area, Uinta basin and from the Wyoming conventional assets.
The remainder of its production consists of smaller U.S. onshore
positions.
ESG CONSIDERATIONS
Crescent has an ESG Relevance Score of '4' for Governance
Structure, as KKR affiliates own all of Crescent's non-economic
preferred share class. These shares have enhanced voting rights
that provide KKR the ability to appoint the entire board of
directors at its discretion. This has a negative impact on the
credit profile and is relevant to the rating 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.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
Entity/Debt Rating Recovery
----------- ------ --------
Crescent Energy
Finance LLC
senior unsecured LT BB- New Rating RR3
DANT A. SANDRAS: Seeks to Employ and Compensate Insiders
--------------------------------------------------------
Dant A. Sandras, D.D.S., L.L.C. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Louisiana to continue
to employ and pay insiders Dant A. Sandras and Wendy Sandras.
The Debtor contends that it is necessary to compensate the insiders
due to their assistance in maintaining the continuity of the
Debtor's operations. Dr. Dant Sandras works full time for the
Debtor, and Wendy Sandras provides administrative services.
The Debtor agrees to pay Dr. Sandras $10,000 per month and Ms.
Sandras at $40 per hour.
About Dant A. Sandras, D.D.S., L.L.C.
Dant A. Sandras, DDS, LLC is primarily engaged in the private or
group practice of general or specialized dentistry or dental
surgery.
Dant A. Sandras, D.D.S., L.L.C. filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La.
Case No. 24-11046) on June 4, 2024. The petition was signed by Dant
A. Sandras as president/owner. At the time of filing, the Debtor
estimated $588,287 in assets and $1,351,495 in liabilities.
Judge Meredith S. Grabil oversees the case.
Leo D. Congeni, Esq. at CONGENI LAW FIRM, LLC represents the Debtor
as counsel.
DANT A. SANDRAS: Taps Congeni Law Firm as Bankruptcy Counsel
------------------------------------------------------------
Dant A. Sandras, D.D.S., L.L.C. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Louisiana to hire
Congeni Law Firm, LLC as its legal counsel.
The firm's services include:
a. advising and consulting with the Debtor concerning questions
arising in the conduct of the administration of the estate, the
Debtor's rights and remedies with regard to the estate's assets and
claims of creditors;
b. assisting in the preparation of legal papers;
c. representing the Debtor's interests in suits arising in or
related to its Chapter 11 case;
d. investigating and prosecuting preference and other actions
arising under the Debtor's avoiding powers; and
e. consulting with and advising the Debtor in connection with
the operation of its business.
The firm's attorneys and paralegals will be paid at hourly rates as
follows:
Leo Congeni, Esq. $350 per hour
Associate $195 per hour
Paralegals $85 per hour
In addition, Congeni Law Firm will be reimbursed for out-of-pocket
expenses incurred.
The firm received a retainer of $7,500.
Leo Congeni, Esq., a partner at Congeni 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:
Leo D. Congeni, Esq.
Congeni Law Firm, LLC
424 Gravier Street
New Orleans, LA 70130
Tel: (504) 522-4848
Fax: (504) 581-4962
Email: leo@congenilawfirm.com
About Dant A. Sandras, D.D.S., L.L.C.
Dant A. Sandras, DDS, LLC is primarily engaged in the private or
group practice of general or specialized dentistry or dental
surgery.
Dant A. Sandras, D.D.S., L.L.C. filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La.
Case No. 24-11046) on June 4, 2024. The petition was signed by Dant
A. Sandras as president/owner. At the time of filing, the Debtor
estimated $588,287 in assets and $1,351,495 in liabilities.
Judge Meredith S Grabil oversees the case.
Leo D. Congeni, Esq. at CONGENI LAW FIRM, LLC represents the Debtor
as counsel.
DEALER TIRE: S&P Assigns 'B-' Rating on New Senior Secured Debt
---------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating and '3'
recovery rating to Dealer Tire Financial LLC's proposed senior
secured term loan and revolving credit facility. The '3' recovery
rating indicates its expectation of meaningful (50%-70%; rounded
estimate: 55%) 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.
The new revolver and term loan will be extended by two years and
four years, respectively, with the revolver now maturing in 2029
and the term loan in 2031. While the senior secured facilities have
been extended, the revolver and term loan are also subject to a
springing maturity set 181 days and 90 days prior to expiry of the
unsecured notes due February 2028, respectively.
S&P's 'B-' issuer credit rating and stable outlook on the company
are unchanged.
DEL FUEGO: Seeks Approval to Hire Kelley Kaplan as Counsel
----------------------------------------------------------
Del Fuego Paradise LLLP seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Kelley Kaplan
& Eller, PLLC as counsel.
The firm will provide these services:
(a) give advice to the Debtor with respect to its powers and
duties as a Debtor in possession and the continued management of
its business operations;
(b) advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
(c) prepare motions, pleadings, orders, applications, adversary
proceedings, and other legal documents necessary in the
administration of the case;
(d) protect the interest of the Debtor in all matters pending
before the court; and
(e) represent the Debtor in negotiation with its creditors in
the preparation of a plan.
The firm will be paid at these rates:
Attorneys $495 per hour
Paralegals $155 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Craig I. Kelley, Esq., a partner at Kelley Kaplan & Eller, 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 I. Kelley, Esq.
Kelley Kaplan & Eller, PLLC
1665 Palm Beach Lakes Blvd, Suite 1000
West Palm, FL 33401
Tel: (561) 491-1200
About Del Fuego Paradise LLLP
Del Fuego Paradise, LLLP in Delray Beach, FL, filed its voluntary
petition for Chapter 11 protection (Bankr. S.D. Fla. Case No.
24-14934) on May 20, 2024, listing $5,500 in assets and $4,580,433
in liabilities. Daniel Murphy, Power of Attorney for Joseph
DiNicole, Partner, signed the petition.
Judge Mindy A. Mora oversees the case.
KELLEY KAPLAN & ELLER, PLLC serve as the Debtor's legal counsel.
DERMTECH INC: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Two affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
DermTech, Inc. (Lead Case) 24-11378
12340 El Camino Real
San Diego CA 92130
DermTech Operations, Inc. 24-11379
12340 El Camino Real
San Diego, CA 92130
Business Description: The Debtors are a molecular diagnostic
company that develops and markets novel
non-invasive genomics tests to aid in the
evaluation and management of melanoma. The
Debtors' flagship product is their DermTech
Melanoma Test (the "DMT"), a laboratory
developed scalable genomics assay to
clinically assess pigmented skin lesions for
melanoma using non-invasive collection of
patient samples using adhesive patches known
as the DermTech Smart Sticker. The Debtors
also provide research laboratory services to
several pharmaceutical companies which
access the Debtors' technology on a contract
basis to further clinical trials and studies
related to other skin diseases and to
measure the response of drugs under
development.
Chapter 11 Petition Date: June 18, 2024
Court: United States Bankruptcy Court
District of Delaware
Judge: Hon. John T. Dorsey
Debtors'
Restructuring
Counsel: Erin R. Fay, Esq.
Catherine C. Lyons, Esq.
Shane M. Reil, Esq.
WILSON SONSINI GOODRICH & ROSATI, P.C.
222 Delaware Avenue, Suite 800
Wilmington, Delaware 19801
Tel: (302) 304-7600
E-mails: efay@wsgr.com
sreil@wsgr.com
clyons@wsgr.com
- and -
Benjamin Hoch, Esq.
Marsha Sukach, Esq.
1301 Avenue of the Americas, 40th Floor
New York, New York 10019
Tel: (212) 999-5800
Fax: (212) 999-5899
E-mails: bhoch@wsgr.com
msukach@wsgr.com
Debtors'
Investment
Banker: TD COWEN
Debtors'
Financial
Advisor: ALIXPARTNERS LLP
Debtors'
Claims &
Noticing
Agent and
Administrative
Advisor: STRETTO, INC.
Total Assets as of April 30, 2024: $98,199,473
Total Debts as of April 30, 2024: $62,800,153
The petitions were signed by Bret Christensen, president & chief
executive officer.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/UCPYDYY/DermTech_Inc__debke-24-11378__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/USKKO4Q/DermTech_Operations_Inc__debke-24-11379__0001.0.pdf?mcid=tGE4TAMA
List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Kilroy Realty LP Lease $1,323,413
12200 W Olympic Blvd #200 Obligations
Los Angeles, CA 90064
Email: RVAZQUEZ@KILROYREALTY.COM
2. Frictionless Solutions, Inc. Trade Debts $145,161
415 W Golf Rd #28
Arlington Hgts, IL 60005
Email: PATTY@FRICTIONLESSSOLUTIONS.COM
3. Sapio Sciences Trade Debts $126,284
205 N Georges St
York, P 17401
Email: ACCOUNTING@SAPIOSCIENCES.COM
4. HCP, Inc. CAM Charges $108,240
PO Box 59902
Los Angeles, CA 90074
Email: BROSS@HEALTHPEAK.COM
5. Medical Dermatology Trade Debts $73,125
Specialists
1331 N. 7th St., Suite 250
Phoenix, AZ 85006
Email: KDELFIN@USDERMPARTNERS.COM
6. FedEx Trade Debts $61,559
P.O. Box 7221
Pasadena, CA 91109-7321
7. Workiva, Inc. Trade Debts $55,125
2900 University Blvd
Ames, IA 50010
Email: AR@ACCOUNTING.WORKIVA.COM
8. Illumina, Inc. Trade Debts $40,412
12864 Collections Center Drive
Chicago, IL 60693-0128
Email: CUSTOMERSERVICE@ILLUMINA.COM
9. SDG&E Utility Services $39,542
PO Box 25111
Santa Ana, CA 92799-5111
Email: INFO@SDGE.COM
10. Life Technologies Corporation Trade Debts $19,626
c/o Bank of America Lockbox Svcs.
12088 Collection Center Drive
Chicago, IL 60693
Email: JENNIFER.BLANCOARIAS@THERMOFISHER.COM
11. Dermatologic Surgery Center Trade Debts $17,500
of DC, LLC
5530 Wisconsin Ave #820
Chevy Chase, MD 20815
Email: DR.MARAL.SKELSEY@MOHS-MD.COM
12. Georgiadis, GUS Trade Debts $17,500
Address on File
13. Ebase Solutions LLC Trade Debts $15,120
20830 Stevens Creek Blvd
#1116
Cupertino, CA 95014
Email: SRAVIPUDI@EBASECORP.COM
14. Visage, Daniel R Trade Debts $15,000
Address on File
15. Thomson Reuters - West Trade Debts $14,584
PO Box 6292
Carol Stream, IL 60197-6292
Email: TRACCOUNTSRECEIVABLE@THOMSONREUTERS.COM
16. Beghou Consulting Trade Debts $12,660
PO Box 0452
Evanston, IL 60204-0452
Email: DENNIS.FOURNOGERAKIS@BEGHOUCONSULTING.COM
17. Xiltrix North America, LLC Trade Debts $12,235
9255 Towne Centre Dr #925
San Diego, CA 92121
Email: GYUASA@XILTRIXUSA.COM
18. Evans, Tanya Y. Md Inc. Trade Debts $11,530
27020 Alicia Pkwy #G
Laguna Niguel, CA 92677
Email: TEVANS@AVANCETRIALS.COM
19. ProviderTrust, Inc. Trade Debts $9,019
PO Box 306121
Nashville, TN 37230-6121
Email: BILLING@PROVIDERTRUST.COM
20. Issa Research and Consulting Trade Debts $8,890
6048 Selwood PL
Springfield, VA 22152
Email: DRNAIEMISSA@GMAIL.COM
21. Skin Surgery Medical Group, Trade Debts $6,750
Inc.
Attn: Anne Truitt
5222 Balboa Avenue, 6th Floor
San Diego, CA 92117
Email: SMOHSEN@SKINSURGERYMED.COM
22. Herron, Mark Trade Debts $6,000
Address on File
23. Canteen San Diego Trade Debts $5,424
File #50196
Los Angeles, CA 90074-0196
Email: ENRIQUE.MARTINEZ@COMPASS-USA.COM
24. Tipalti, Inc. Trade Debts $5,000
1051 E Hillsdale Blvd
Suite 600
Foster City, CA 94404
Email: MARK.MARQUS@TIPALTI.COM
25. SCMG Customer Refunds $4,996
Nelin Canlapan
4th Floor Finance
8695 Spectrum Center Blvd
San Diego, CA 92123
Email: MELISSA.GOODSON@SHARP.COM
26. NextGen Healthcare, Inc. Trade Debts $4,795
PO Box 511449
Los Angeles, CA 90051
Email: JMESSER@NEXTGEN.COM
27. University of Pittsburgh Trade Debts $4,525
Physicians - UPMC
Clinical Trials Receipts
3600 Forbes Ave @Meyran Ave
#300
Pittsburgh, PA 15213
Email: OSPARS@UPMC.EDU
28. Dermatoloty & Skin Cancer Trade Debts $4,225
Specialists LLC
c/o Lauren Miller
15245 Shady Grove Rd., Ste. 480
Rockville, MD 20850
Email: KDELFIN@USDERMPARTNERS.COM
29. Professional Maintenance Trade Debts $3,995
Systems (PMS)
PO Box 80038
San Diego, CA 92138-0038
Email: MADISONB@PMSJANITORIAL.COM
30. Zymo Research Corporation Trade Debts $3,840
17062 Murphy Avenue
Irvine, CA 92614
Email: ACCOUNTING@ZYMORESEARCH.COM
DEVSAI LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: DevSai LLC
DBA Amaira Natural Skincare
790 Corduroy Lane NE
Atlanta, GA 30312
Business Description: Amaira Natural Skincare claims to offer a
safe and effective solution for those
seeking to enhance their skin's radiance,
while catering to the unique challenges
faced by individuals with varying skin tones
and concerns.
Chapter 11 Petition Date: June 18, 2024
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 24-56333
Debtor's Counsel: Will Geer, Esq.
ROUNTREE, LEITMAN, KLEIN & GEER, LLC
2987 Clairmont Road Suite 350
Atlanta GA 30329
Tel: 404-584-1238
E-mail: wgeer@rlkglaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Morli Desai as owner.
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/2XOK5RA/DevSai_LLC__ganbke-24-56333__0001.0.pdf?mcid=tGE4TAMA
DIOCESE OF ROCHESTER: Comm. Taps Eugene Pigott as Expert Witness
----------------------------------------------------------------
The official committee of unsecured creditors of the Diocese of
Rochester seeks approval from the U.S. Bankruptcy Court for the
Western District of New York to hire Eugene Pigott, retired Judge
of the New York Court of Appeals, as an expert witness.
Mr. Pigott will provide expert testimony in connection with the CNA
AVP. The Committee anticipates that Mr. Pigott will provide
rebuttal testimony to Julia Hilliker as an expert retained by
Continental.
Mr. Pigott intends to charge his usual and customary hourly rate of
$600 per hour plus reimbursement of actual and necessary expenses.
Mr. Pigott assured the court that he does not have any connection
with the Committee, the Debtor, its creditors or any other parties
in interest, their respective attorneys and accountants, the U.S.
Trustee, or any person employed in the office of the U.S. Trustee.
Mr. Pigott can be reached at:
Hon. Eugene F. Pigott
Pigott Law Group
5820 Main Street, Suite 200
Buffalo, NY 14221
Tel: (716) 919-4100
Email: efp@pigottlawgroup.com
About The Diocese of Rochester
The Diocese of Rochester in upstate New York provides support to 86
Roman catholic parishes across 12 counties in upstate New York. It
also operates a middle school, Siena Catholic Academy. The diocese
has 86 full-time employees and six part-time employees and provides
medical and dental benefits to an additional 68 retired priests and
two former priests.
The diocese generated $21.88 million of gross revenue for the
fiscal year ending June 30, 2019, compared with a gross revenue of
$24.25 million in fiscal year 2018.
The Diocese of Rochester filed for Chapter 11 bankruptcy protection
(Bankr. W.D.N.Y. Case No. 19-20905) on Sept. 12, 2019, amid a wave
of lawsuits over alleged sexual abuse of children. In the petition,
the diocese was estimated to have $50 million to $100 million in
assets and at least $100 million in liabilities.
Bond, Schoeneck & King, PLLC and Bonadio & Co. serve as the
diocese's legal counsel and accountant, respectively. Stretto is
the claims and noticing agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the diocese's Chapter 11 case. Pachulski
Stang Ziehl & Jones, LLP and Berkeley Research Group, LLC serve as
the committee's legal counsel and financial advisor, respectively.
DIOCESE OF ROCHESTER: Committee Taps Tom Baker as Expert Witness
----------------------------------------------------------------
The official committee of unsecured creditors of the Diocese of
Rochester seeks approval from the U.S. Bankruptcy Court for the
Western District of New York to hire Tom Baker, a Professor of Law
at the University of Pennsylvania's Penn Carey Law School, as an
expert witness.
The committee asserts that Mr. Baker is qualified to serve as a
rebuttal expert to (a) Tim Delahunt's expected testimony about how
coverage cases are litigated in courts in New York state, including
likely timelines and (b) Peter Kelly's expected testimony about the
bargain embodied between an insurer and an insured in a liability
insurance policy, and how the Claim Litigation Protocol and other
aspects of the Debtor-Committee Joint Plan allegedly prejudice
CNA's interests.
Mr. Baker intends to charge his usual and customary hourly rate of
$1,200 per hour plus reimbursement of actual and necessary
expenses.
He assured the court that he does not have any connection with the
Committee, the Debtor, its creditors or any other parties in
interest, their respective attorneys and accountants, the U.S.
Trustee, or any person employed in the office of the U.S. Trustee.
Mr. Baker can be reached at:
Tom Baker
Penn Carey School of Law
3501 Sansom, St.
Philadelphia, PA 19104
Tel: (215) 898-7413
Email: thbaker@law.upenn.edu
About The Diocese of Rochester
The Diocese of Rochester in upstate New York provides support to 86
Roman catholic parishes across 12 counties in upstate New York. It
also operates a middle school, Siena Catholic Academy. The diocese
has 86 full-time employees and six part-time employees and provides
medical and dental benefits to an additional 68 retired priests and
two former priests.
The diocese generated $21.88 million of gross revenue for the
fiscal year ending June 30, 2019, compared with a gross revenue of
$24.25 million in fiscal year 2018.
The Diocese of Rochester filed for Chapter 11 bankruptcy protection
(Bankr. W.D.N.Y. Case No. 19-20905) on Sept. 12, 2019, amid a wave
of lawsuits over alleged sexual abuse of children. In the petition,
the diocese was estimated to have $50 million to $100 million in
assets and at least $100 million in liabilities.
Bond, Schoeneck & King, PLLC and Bonadio & Co. serve as the
diocese's legal counsel and accountant, respectively. Stretto is
the claims and noticing agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the diocese's Chapter 11 case. Pachulski
Stang Ziehl & Jones, LLP and Berkeley Research Group, LLC serve as
the committee's legal counsel and financial advisor, respectively.
DIOCESE OF SAN DIEGO: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: The Roman Catholic Bishop of San Diego
Diocese of San Diego
3888 Paducah Drive
San Diego, CA 92117
Business Description: The Debtor, a corporation sole, is a
California nonprofit religious corporation
duly authorized and existing under the laws
of the State of California, for the purpose
of administering the temporal affairs of the
Roman Catholic Diocese of San Diego.
Chapter 11 Petition Date: June 17, 2024
Court: United States Bankruptcy Court
Southern District of California
Case No.: 24-02202
Debtor's Counsel: Jeffrey D. Cawdrey, Esq.
GORDON REES SCULLY MANSUKHANI LLP
101 W. Broadway
Suite 2000
San Diego, CA 92101
Tel: (619) 696-6700
Email: jcawdrey@grsm.com
Estimated Assets: $100 million to $500 million
Estimated Liabilities: $100 million to $500 million
The petition was signed by Robert Cardinal McElroy as Bishop.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/3CMHYCQ/The_Roman_Catholic_Bishop_of_San__casbke-24-02202__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. The San Diego Catholic Unsecured Loan $10,337,606
Account for Parishes and
Schools, Incorporated
c/o Franklin Soto Leeds LLP
444 West C Street, Ste 300
San Diego CA 92101
Paul Leeds, Esq.
Tel: (619) 872-2523
Email: pleeds@fsl.law
2. John Roe 100 Tort Claimant Unknown
c/o The Zalkin Law Firm
10590 W. Ocean Air Drive
Suite 125
San Diego CA 92130
Irwin Zalkin, Esq.
Tel: (619) 330-1120
Email: irwin@zalkin.com
3. Jane ZLFP Roe SD Tort Claimant Unknown
c/o The Zalkin Law Firm
10590 W. Ocean Air Drive
Suite 125
San Diego CA 92130
Irwin Zalkin, Esq.
Tel: (619) 330-1120
Email: irwin@zalkin.com
4. John Roe 71 Tort Claimant Unknown
c/o The Zalkin Law Firm
10590 W. Ocean Air Drive
Suite 125
San Diego CA 92130
Irwin Zalkin, Esq.
Tel: (619) 330-1120
Email: irwin@zalkin.com
5. John SD-32 Doe Tort Claimant Unknown
c/o The Zalkin Law Firm
10590 W. Ocean Air Drive
Suite 125
San Diego CA 92130
Irwin Zalkin, Esq.
Tel: (619) 330-1120
Email: irwin@zalkin.com
6. John Doe SD 2080 Tort Claimant Unknown
c/o Jeff Anderson & Associates
12011 San Vicente Boulevard
Suite 700
Los Angeles CA 90049
J. Michael Reck, Esq.
Tel: (949) 919-5693
Email: mreck@andersonadvocates.com
7. John Doe SD 1459 Tort Claimant Unknown
c/o Jeff Anderson & Associates
12011 San Vicente Boulevard
Suite 700
Los Angeles CA 90049
J. Michael Reck, Esq.
Tel: (949) 919-5693
Email: mreck@andersonadvocates.com
8. Jane Doe SD 2061 Tort Claimant Unknown
c/o Jeff Anderson & Associates
12011 San Vicente Boulevard
Suite 700
Los Angeles CA 90049
J. Michael Reck, Esq.
Tel: (949) 919-5693
Email: mreck@andersonadvocates.com
9. Jane Roe 144 Tort Claimant Unknown
c/o Slater Slater Schulman LLP
8383 Wilshire Blvd.
Suite 255
Beverly Hills CA 90211
Michael W. Carney, Esq.
Tel: (800) 251-6990
Email: mcarney@sssfirm.com
10. John Roe 269 Tort Claimant Unknown
c/o Slater Slater Schulman LLP
8383 Wilshire Blvd.
Suite 255
Beverly Hills CA 90211
Michael W. Carney, Esq.
Tel: (800) 251-6990
Email: mcarney@sssfirm.com
11. John Roe 459 Tort Claimant Unknown
c/o Slater Slater Schulman LLP
8383 Wilshire Blvd.
Suite 255
Beverly Hills CA 90211
Michael W. Carney, Esq.
Tel: (800) 251-6990
Email: mcarney@sssfirm.com
12. John SD-16 Doe Tort Claimant Unknown
c/o Manly, Stewart & Finaldi
19100 Von Karman Avenue
Suite 800
Irvine CA 92612
John C. Manly, Esq.
Tel: (949) 252-9990
Email: jmanly@manlystewart.com
13. Jane SD-23 Doe Tort Claimant Unknown
c/o Manly, Stewart & Finaldi
19100 Von Karman Avenue
Suite 800
Irvine CA 92612
John C. Manly, Esq.
Tel: (949) 252-9990
Email: jmanly@manlystewart.com
14. John Doe M.R.M Tort Claimant Unknown
c/o Boucher LLP
21600 Oxnard Street
Suite 600
Woodland Hills CA 91367
Raymond Boucher, Esq.
Tel: (818) 340-5400
Email: ray@boucher.la
15. John Doe 536 Tort Claimant Unknown
c/o Winer Burritt & Scott LLP
1901 Harrison Street
Suite 1100
Oakland CA 94612
John D. Winer, Esq.
Tel: (866) 680-7184
Email: john@wmlawyers.com
16. Plaintiff H.L. Tort Claimant Unknown
c/o Herman Law
9434 Deschutes Road
Suite 1000
Palo Cedro CA 96073
Gregory Garcia, Esq.
Tel: (866) 405-3571
Email: ggarcia@hermanlaw.com
17. John EA Roe Tort Claimant Unknown
c/o The Law Office of James Byrnes
424 F Street
Suite 201
San Diego CA 92101
James F. Byrnes, Esq.
Tel: (619) 544-1477
Email: lawbyrnes@yahoo.com
18. John Doe CLG03395 Tort Claimant Unknown
c/o Edwards & De La Cerda, PLLC
3500 Maple Ave
Suite 1100
Dallas TX 75219
Pedro de la Cerda
Tel: (972) 992-7766
Email: peter@dfwinjurylawyers.com
19. John BR Doe Tort Claimant Unknown
c/o Demarco Law Firm
133 W Lemon Ave
Monrovia CA 91016
Anthony M. Demarco, Esq.
Tel: (626) 657-2009
Email: anthony@demarcolawfirm.com
20. John Doe 2847 Tort Claimant Unknown
c/o Matthews & Associates
250 Vallombrosa Ave
Suite 266
Chico CA 95926
Pedro de la Cerda
Tel: (972) 992-7766
Email: peter@dfwinjurylawyers.com
DIRIGO GLOBAL: Hires Marcus Clegg Bals & Rosenthal as Counsel
-------------------------------------------------------------
Dirigo Global Holdings, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Maine to employ Marcus, Clegg, Bals &
Rosenthal, P.A. as counsel.
The firm will provide these services:
a. analysis of the Debtor's financial situation and advice
and assistance to the Debtor in determining whether to file a
petition under Chapter 11 of the Code;
b. preparation and filing of the Debtor's Petition, Schedules,
Statement of Financial Affairs, amendments to the foregoing, and
all other documents and pleadings required by this Court, the Code,
the Federal Rules of Bankruptcy Procedure and/or the Local Rules of
this Court;
c. representation of the Debtor at the first meeting of
creditors and responses to individual creditor inquiries;
d. representation of the Debtor in connection with
debtor-in-possession financing, refinancing of existing secured
debt, and the disposition of any of its assets;
e. development of the Debtor's plan of reorganization,
analysis of the feasibility of any such plan, drafting, filing and
negotiation of the plan and confirmation of the plan;
f. review and evaluation of the Debtor's executory contracts,
and representation of the Debtor with respect to any motions to
assume or reject such contracts;
g. representation of the Debtor in connection with any
adversary proceedings or automatic stay litigation which may be
commenced in these proceedings;
h. analysis of the Debtor's cash flow and business operations,
advice to the Debtor regarding its responsibilities as a debtor in
possession and its post-petition financial operations, negotiation
of any borrowing and/or cash collateral stipulations which may be
required, furnishing of financial information to the United States
Trustee's Office and to any committee appointed pursuant to Section
1102 of the Code;
i. review and analysis of various claims of the Debtor's
creditors, secured, unsecured, and priority, and the treatment of
such claims;
j. representation of the Debtor regarding post-confirmation
operations and consummation of any plan of reorganization;
k. representation of and advice to the Debtor with respect to
general business law issues; and
l. general representation of the Debtor during these
bankruptcy proceedings.
The firm 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 will be paid a retainer in the amount of $25,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
David C. Johnson, Esq., a partner at Marcus, Clegg, Bals &
Rosenthal, P.A., disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
David C. Johnson, Esq.
Marcus, Clegg, Bals & Rosenthal, P.A.
16 Middle Street, 5th Floor
Portland, ME 04101
Tel: (207) 828-8000
Email: bankruptcy@marcusclegg.com
About Dirigo Global Holdings, LLC
Dirigo Global Holdings, LLC in Gardiner, ME, filed its voluntary
petition for Chapter 11 protection (Bankr. D. Me Case No. 24-10084)
on April 24, 2024, listing $1,791,522 in assets and $2,394,317 in
liabilities. Kevin Mattson as manager, signed the petition.
Marcus, Clegg, Bals & Rosenthal, P.A. serve as the Debtor's legal
counsel.
DISTRICT 5: Seeks to Hire Giordano Halleran as Bankruptcy Counsel
-----------------------------------------------------------------
District 5 Boutique LLC seeks approval from the U.S. Bankruptcy
Court for the District of New Jersey to hire Giordano, Halleran &
Ciesla, P.C. as its counsel.
he firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
Giordano charges these hourly fees:
Partners $600
Associates $350
Paralegals $150
Donald Campbell Jr., Esq., the attorney who will be handling the
case, charges $600 per hour.
Mr. Campbell disclosed in a court filing that he and his firm are
"disinterested" as defined in Section 101(14) of the Bankruptcy
Code.
Giordano can be reached through:
Donald F. Campbell Jr., Esq.
GIORDANO HALLERAN & CIESLA, PC
125 Half Mile Road, Suite 300
Red Bank, NJ 07701
Phone: (732) 741-3900
E-mail: dcampbell@ghclaw.com
About District 5 Boutique
District 5 Boutique LLC is a family owned retailer of clothing and
clothing accessories.
District 5 Boutique LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No.
24-15612) on June 3, 2024, listing $100,000 to $500,000 in assets
and $1 million to $10 million in liabilities. The petition was
signed by Theresa DeMarco as sole member.
Donald F. Campbell, Jr., Esq. at GIORDANO, HALLERAN & CIESLA, P.C.
represents the Debtor as counsel.
DR. ERNIE F SOTO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Dr. Ernie F Soto, P.A.
10187 Cleary Blvd., Suite 103
Fort Lauderdale, FL 33324
Business Description: The Debtor is a family & cosmetic dentist in
Plantation, FL. The Dental Office provides
regular checkups, prompt treatment of dental
conditions, and individualized preventative
dental plans. It also offers traditional
braces and Invisalign braces for children
and adults.
Chapter 11 Petition Date: June 17, 2024
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 24-15979
Judge: Hon. Scott M. Grossman
Debtor's Counsel: Kathleen L. DiSanto, Esq.
BUSS ROSS, P.A.
PO Box 3913
Tampa, FL 33601-3913
Tel: 813-224-9255
Email: kdisanto@bushross.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dr. Ernie F. Soto, D.D.S., as president
and director.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/DFC24NA/Dr_Ernie_F_Soto_PA__flsbke-24-15979__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/C2I7GQA/Dr_Ernie_F_Soto_PA__flsbke-24-15979__0001.0.pdf?mcid=tGE4TAMA
DRW HOLDINGS: S&P Rates New Senior Secured Term Loan 'BB-'
----------------------------------------------------------
S&P Global Ratings assigned its 'BB-' debt rating to DRW Holdings
LLC's new senior secured term loan due 2031. This loan refinances
the firm's existing $900 million term loan. S&P views positively
DRW's active management of its debt maturities.
DUETO OF SECOND: Taps Vernon Consulting as Financial Advisor
------------------------------------------------------------
Dueto of Second Avenue Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire Vernon
Consulting, Inc. as financial advisor and accountants.
The firm will render these services:
(a) provide accounting services required to accurately prepare
the schedules and reports required by the Chapter 11 process;
(b) assist with the preparation of monthly operating
statements;
(c) prepare forecasts, projections, and cash flow reports
requested by lenders, creditors, prospective investors or in
conjunction with a proposed plan of reorganization;
(d) assist with developing support for and the preparation of
motions;
(e) assist in arranging Debtor in Possession financing, and
presenting cash flows to potential lenders, as requested;
(f) assist in the identification of executory contracts and
unexpired leases, and performing cost/benefit evaluations with
respect to the assumption or rejection of each, as needed;
(g) assist with developing strategies for negotiating with
vendors and creditors, including Federal, State, and Local Tax
Authorities;
(h) provide financial advisory services in connection with any
contemplated sale of assets, reorganization, or liquidation under
the Bankruptcy Code; and
(i) provide other such necessary and proper services
customarily provided in connection with these proceedings requested
by the Debtor and agreed to by Vernon during the pendency of these
Chapter 11 cases.
The firm will be paid at these rates:
Managing Director $450 per hour
Director $400 per hour
Senior Managing Consultant $350 per hour
Analyst $200 per hour
Vernon obtained a pre-petition retainer of $5,000.
Vernon is "disinterested" and does not hold or represent an
interest adverse to Debtor’s estates, according to court
filings.
The firm can be reached through:
Laura W. Patt
Vernon Consulting, Inc
344 E 65th St
New York, NY 10065
Phone: (917) 822-7578
About Dueto of Second Avenue
Dueto of Second Avenue Inc. owns and operates a hair salon.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. N.Y. Case No. 24-10708) on April 25,
2024, with $51,666 in assets and $1,234,840 in liabilities.
Adrienne Woods, Esq. at WZMP WEINBERG ZAREH MALKIN PRICE LLP
represents the Debtor as legal counsel.
DUETO OF SECOND: Taps Weinberg Zareh Malkin as Counsel
------------------------------------------------------
Dueto of Second Avenue Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire Weinberg Zareh
Malkin Price LLP as counsel.
The firm's services include:
(a) providing Debtor with advice and preparing all necessary
documents regarding debt restructuring, bankruptcy and asset
disposition;
(b) taking all necessary actions to protect and preserve
Debtor's estate during the pendency of the Chapter 11 case;
(c) preparing on behalf of Debtor, as Debtor in possession,
all necessary motions, applications, answers, orders, reports and
papers in connection with the administration of the Chapter 11
Case;
(d) counseling Debtor with regard to its rights and
obligations as a debtor in possession;
(e) appearing in Court to protect the interests of Debtor
before the Court; and
(f) performing all other legal services for Debtor which may
be necessary and proper in this proceeding.
The firm will be paid at these rates:
Partners $600 to $725 per hour
Of Counsel $450 to $550 per hour
Associate $365 to $450 per hour
Paralegal $175 to $200 per hour
The firm received a retainer in the amount of $20,000.
In a court filing, Weinberg disclosed that it is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Adrienne Woods, Esq.
Todd Duffy, Esq.
WEINBERG ZAREH MALKIN PRICE LLP
45 Rockefeller Plaza, 20th Floor
New York, NY 10111
Phone: (212) 899-5470
Email: awoods@wzmplaw.com
Email: tduffy@wzmplaw.com
About Dueto of Second Avenue
Dueto of Second Avenue Inc. owns and operates a hair salon.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. N.Y. Case No. 24-10708) on April 25,
2024, with $51,666 in assets and $1,234,840 in liabilities.
Adrienne Woods, Esq. at WZMP WEINBERG ZAREH MALKIN PRICE LLP
represents the Debtor as legal counsel.
EARTHSNAP INC: Case Summary & Five Unsecured Creditors
------------------------------------------------------
Debtor: EarthSnap, Inc.
6691 Park Slope
Tyler, TX 75703
Chapter 11 Petition Date: June 17, 2024
Court: United States Bankruptcy Court
Eastern District of Texas
Case No.: 24-60363
Debtor's Counsel: Kevin S. Wiley, Sr., Esq.
WILEY LAW GROUP, PLLC
325 N. St. Paul Street, Suite 2250
Dallas, TX 75201
Tel: 214-537-9572
Email: kwiley@wileylawgroup.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Eric Ralls as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's five unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/QFHROIY/EarthSnap_Inc__txebke-24-60363__0001.0.pdf?mcid=tGE4TAMA
ECHOSTAR CORP: Increases Class A Shares Under 2017 ESPP to 8MM
--------------------------------------------------------------
EchoStar Corporation, filed a Registration Statement on Form S-8
with the U.S. Securities and Exchange Commission to register an
additional 3,000,000 Class A Shares to be issued under the A&R 2017
ESPP, thereby increasing the aggregate number of Class A Shares
registered under the A&R 2017 ESPP to 8,000,000 Class A Shares.
On December 31, 2007, EchoStar filed the First Registration
Statement on Form S-8 (File No. 333-148416) with the Securities and
Exchange Commission registering the issuance of:
(i) 360,000 Class A Shares, issuable pursuant to the EchoStar
Corporation 2008 Employee Stock Purchase Plan;
(ii) 16,000,000 Class A Shares issuable pursuant to the
EchoStar Corporation 2008 Stock Incentive Plan;
(iii) 250,000 Class A Shares issuable pursuant to the EchoStar
Corporation 2008 Nonemployee Director Stock Option Plan; and
(iv) 4,000,000 Class A Shares that may be issued upon
conversion of shares of Class B common stock of the Company, par
value $0.001 per share, issuable pursuant to the EchoStar
Corporation 2008 Class B CEO Stock Option Plan.
On October 5, 2009, the Company filed a Second Registration
Statement on Form S-8 (File No. 333-162339) with the Commission
registering the issuance of an additional 2,140,000 Class A Shares
issuable pursuant to the 2008 ESPP.
On June 12, 2017, the Company filed the Third Registration
Statement on Form S-8 (File No. 333-218658) with the Commission
registering an additional 2,500,000 Class A Shares issuable
pursuant to the Amended and Restated EchoStar Corporation 2017
Employee Stock Purchase Plan, which amended and restated the 2008
ESPP, thereby increasing the aggregate number of Class A Shares
registered under the 2017 ESPP to 5,000,000 Class A Shares.
On February 23, 2024, the Board of Directors of the Company
approved certain amendments to the 2017 ESPP pursuant to which the
aggregate number of Class A Shares reserved for issuance under the
2017 ESPP would increase by 3,000,000 shares, subject to approval
by the Company's stockholders, and on May 3, 2024, the Board of
Directors of the Company approved an additional amendment to the
2017 ESPP pursuant to which fractional shares may be purchased. On
May 3, 2024, the Company's stockholders approved the increase in
the aggregate number of Class A Shares reserved for issuance under
the 2017 ESPP by 3,000,000 shares.
About EchoStar Corporation
EchoStar Corporation (Nasdaq: SATS) -- www.echostar.com -- is a
provider of technology, networking services, television
entertainment and connectivity, offering consumer, enterprise,
operator and government solutions worldwide under its EchoStar,
Boost Mobile, Boost Infinite, Sling TV, DISH TV, Hughes, HughesNet,
HughesON, and JUPITER brands. In Europe, EchoStar operates under
its EchoStar Mobile Limited subsidiary and in Australia, the
company operates as EchoStar Global Australia.
Denver, Colorado-based KPMG LLP, the Company's auditor since 2002,
issued a "going concern" qualification in its report dated Feb. 29,
2024, citing that the Company has debt maturing in 2024 and expects
to use a substantial amount of cash in the next twelve months. This
raises substantial doubt about its ability to continue as a going
concern.
ELENAROSE CAPITAL: Hires Newpoint Advisors Corporation as CRO
-------------------------------------------------------------
Elenarose Capital LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Indianan to
employ Newpoint Advisors Corporation and designate Ken Yager as
chief restructuring officer.
The firm will provide these services:
a. co-managing with Debtors' current management team all
aspects of the Debtors' business activities and operations, with an
emphasis on sales, operations, cash management and finance. The CRO
shall have sole authority and final approval of all cash/banking
transactions, and disbursements, transfers, or any other cash
undertaking shall require prior written authorization from the CRO,
except as otherwise ordered by this Court;
b. making negotiations and communication channels with
Debtors' bankruptcy counsel and the US Trustee;
c. hiring and terminating employees of the Debtors;
d. reviewing daily activity with the stakeholders, U.S.
Trustee, and bank, if necessary, and certify the accuracy and
representations on the Debtors' behalf;
e. exploring liquidity options, including sales growth, cost
cutting, and client relationships (i.e., margins and collection
issues);
f. reviewing and approving purchases;
g. preparing and submitting budgets for the Debtors, and
holding the Debtors' management team accountable to the budgets
prepared and submitted by the CRO;
h. coordinating Court related bankruptcy activities and reports
(e.g., Monthly Operating Reports, etc.) with Debtors' counsel and
the US Trustee;
i. approving or not approving transactions with affiliated
entities (either direct or indirect, majority or minority owned,
controlled, or related to Debtors and/or Louis Capolino);
j. causing the Debtors to take any other action which the CRO,
in good faith, determines to be necessary, prudent, or appropriate
under the circumstances. The CRO's powers shall include the power
to terminate the shareholders or members of the Debtors as
employees, officers, or otherwise; and
l. assisting the Debtors' existing efforts in pursuing a Plan
of Reorganization, refinancing of debt obligations, and/or the sale
of the Debtors or their assets. If applicable, the CRO and his
staff shall submit to Debtors' bankruptcy counsel and the US
Trustee a Plan of Reorganization.
Additionally, the CRO will provide other related services,
including but not limited to:
a. preparing 13 week rolling cash flow models for the Debtors
to work with;
b. evaluating causes of liquidity and profitability concerns
and working to mitigate them;
c. identifying costs and evaluating cost structure issues with
product or service offerings;
d. preparing the Debtors' Monthly Operating Reports;
e. determining a viable path forward for the Debtors'
operations; and
f. assisting with preparation of a Plan of Reorganization.
The firm will be paid at these rates:
Ken Yager $415 per hour
Managing Directors $395 per hour
Senior Associate $325 per hour
Associate $295 per hour
Others $225 to $365 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Ken Yager, a partner at Newpoint Advisors Corporation, 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:
Ken Yager
Newpoint Advisors Corporation
750 Old Hickory Blvd Building 2, Suite 150
Brentwood, TN 37027
Tel: (800) 306-1250
Fax: (702) 543-3881
About ElenaRose Capital
ElenaRose Capital LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-70665-AKM-11) on
Sept. 8, 2023. In the petition signed by Louis Capolino,
president/manager, the Debtor disclosed up to $50,000 in assets and
up to $10 million.
Judge Andrea K. McCord oversees the case.
Weston E. Overturf, Esq., at Kroger, Gardis & Regas, LLP, is the
Debtor as legal counsel.
ELLIE LANE: Case Summary & Five Unsecured Creditors
---------------------------------------------------
Debtor: Ellie Lane Capital, LLC
DBA Your SolarMate
1320 Ynez Place, #181003
Coronado, CA 92178
Business Description: The Debtor offers solar PV or energy storage
system installers and contractors services
that simplify the interconnection and rebate
processes. The Debtor acts as
representative/applicant in order to
complete all applications required by the
utility companies in order to quickly
receive permission to operate (PTO) letters
and rebate approvals.
Chapter 11 Petition Date: June 17, 2024
Court: United States Bankruptcy Court
Southern District of California
Case No.: 24-02207
Debtor's Counsel: Vanessa M. Haberbush, Esq.
HABERBUSH, LLP
444 West Ocean Boulevard
Suite 1400
Long Beach, CA 90802
Tel: (562) 435-3456
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Katherine Dextraze, president and
partner representative.
A full-text copy of the petition containing, among other items, a
list of the Debtor's five unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/MYVLBRI/Ellie_Lane_Capital_LLC__casbke-24-02207__0001.0.pdf?mcid=tGE4TAMA
EMERGENT BIOSOLUTIONS: BlackRock Holds 12.7% Stake as of May 31
---------------------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G/A filed with the
Securities and Exchange Commission that as of May 31, 2024, it
beneficially owned 6,638,414 shares of Emergent BioSolutions Inc.'s
Common Stock, representing 12.7% of the shares outstanding.
A full-text copy of BlackRock's Report is available at:
https://www.sec.gov/Archives/edgar/data/1364742/000108636424007806/us29089q1058_060724.txt
About Emergent Biosolutions
Headquartered in Gaithersburg, Md., Emergent Biosolutions Inc. is a
global life sciences company focused on providing innovative
preparedness and response solutions addressing accidental,
deliberate and naturally occurring public health threat. The
Company's solutions include a product portfolio, a product
development portfolio, and a contract development and manufacturing
("CDMO") services portfolio.
Tysons, Virginia-based Ernst & Young LLP, the Company's auditor
since 2004, issued a "going concern" qualification in its report
dated March 8, 2024, citing that the Company does not expect to be
in compliance with debt covenants in future periods without
additional sources of liquidity or future amendments to its Senior
Secured Credit Facilities and has stated that substantial doubt
exists about the Company's ability to continue as a going concern.
EMRLD BORROWER: S&P Rates New Senior Secured Notes 'BB-'
--------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '3'
recovery rating to EMRLD Borrower L.P.'s (doing business as
Copeland) proposed $950 million senior secured notes due 2031. The
'3' recovery rating reflects its expectation for meaningful
(50%-70%; rounded estimate: 50%) recovery for noteholders in the
event of a default.
Copeland intends to use the notes proceeds, along with the proceeds
from its recent term loan B issuance, to help fund the repayment,
at a discount (total new debt of $1.9 billion), of a $2.345 billion
payment in kind (PIK)-only seller's note that was issued to Emerson
Electric Co. The repayment of the seller's note is part of an
agreement Emerson reached with Copeland's majority owner, financial
sponsor Blackstone, to purchase Emerson's remaining 40% ownership
stake in Copeland for $3.5 billion.
Company Description
EMRLD Borrower L.P., dba Copeland (formerly Emerson Climate
Technologies), designs, manufactures, and sells HVAC and
refrigeration (HVAC/R) components globally, including fixed and
modulating scroll compressors; cold chain products, including
refrigeration management and monitoring solutions; and comfort
controls, including HVAC management and monitoring solutions.
Copeland's primary customers include global HVAC/R original
equipment manufacturers (OEMs), and the company has a presence on a
large installed base of about 150 million global residential and
commercial HVAC systems. Sales are the highest in the Americas (70%
of last-12-months ended March 31, 2024, revenue), followed by Asia,
Middle East, and Africa (20%) and Europe (11%). Copeland is owned
by private equity sponsor Blackstone.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors:
-- Copeland's capital structure consists of a $450 million term
loan A due 2028, a roughly $1.52 billion term loan B due 2030,
$2.775 billion senior secured notes due 2030, and EUR685 million
senior secured notes due 2030. S&P also includes the newly issued
$950 million term loan B and the proposed $950 million senior
secured notes, which are being used to fund the repurchase of the
Emerson seller's note. The company also has a $700 million ABL
facility (currently undrawn) due 2028.
-- The issue-level rating on Copeland's existing senior secured
debt is 'BB-'. The recovery rating is '3', indicating S&P's
expectation of meaningful (50%-70%; rounded estimate: 50%) recovery
in the event of a payment default.
-- S&P assigned its 'BB-' issue-level rating and '3' recovery
rating to Copeland's proposed senior secured notes. The '3'
recovery rating indicates its expectation for meaningful (50%-70%;
rounded estimate: 50%) recovery for noteholders in the event of a
payment default.
-- S&P's simulated default scenario contemplates a default
occurring in 2028 stemming from weakness in the global economy and
increasing competitive pressures, which result in reduced demand
for the company's products and compresses margins. This leads to
Copeland funding its fixed charges with its ABL facility and
precipitates a payment default, debt restructuring, or bankruptcy
filing.
-- S&P's 6x EBITDA multiple is higher than its typical 5.0x
assumption for the capital goods industry due to Copeland's strong
market and wallet shares and good customer relationships.
-- S&P's recovery analysis assumes that, in a hypothetical default
scenario, Copeland's ABL facility would be 60% drawn.
Simulated default assumptions:
-- Simulated year of default: 2028
-- EBITDA at emergence: $859 million
-- EBITDA multiple: 6x
-- Jurisdiction: U.S.
Simplified waterfall:
-- Gross enterprise value: $4.56 billion
-- Net enterprise value (after 5% administration expenses): $4.33
billion
-- Valuation split (obligors/nonobligors): 57%/43%
-- Total priority claims (ABL): $429 million
-- Value available to senior secured debt claims from collateral
and pro rata share of noncollateral claims: $3.9 billion
-- Senior secured claims: $7.49 billion
--Recovery expectations: 50%-70% (rounded estimate: 50%)
EMX ROYALTY: SSR Mining Holds 4.58% Equity Stake
------------------------------------------------
SSR Mining Inc. disclosed in Schedule 13G/A Report filed with the
U.S. Securities and Exchange Commission that as of June 4, 2024, it
beneficially owned 5,161,524 shares of EMX Royalty Corporation's
common shares, representing 4.58% of the shares outstanding, based
upon 112,716,464 common shares of EMX, as at November 13, 2023, as
reported in the Company's Management's Discussion and Analysis for
the period ended March 31, 2024, filed on May 13, 2024.
A full-text copy of SSR Mining's Report is available at:
https://www.sec.gov/Archives/edgar/data/921638/000094787124000564/ss3481280_sc13ga.htm
About EMX
EMX Royalty Corporation -- https://emxroyalty.com/ -- is a
precious, and base metals royalty company. EMX's investors are
provided with discovery, development, and commodity price
optionality, while limiting exposure to risks inherent to operating
companies. The Company's common shares are listed on the NYSE
American Exchange and TSX Venture Exchange under the symbol "EMX".
As of March 31, 2024, the Company had $157.4 million in total
assets, $38.9 million in total liabilities, and $118.4 million in
total shareholders' equity.
Vancouver, Canada-based Davidson & Company LLP, the Company's
auditor since 2002, issued a "going concern" qualification in its
report dated March 21, 2024, citing that the Company has a working
capital deficiency that raises substantial doubt about its ability
to continue as a going concern.
ENDRA LIFE: L1 Capital Reports 9.99% Equity Stake
-------------------------------------------------
L1 Capital Global Opportunities Master Fund, Ltd. disclosed in a
Schedule 13G filed with the Securities and Exchange Commission that
as of June 4, 2024, it beneficially owned 7,921,648 shares of
common stock of ENDRA Life Sciences Inc., representing 9.99 percent
of the Shares outstanding.
The Amount represents 1,200,000 shares of the Issuer's Common Stock
purchased by the Reporting Person and, due to a 9.99% beneficial
ownership limitation, 6,721,648 shares of Common Stock issuable
upon the exercise of pre-funded warrants exercisable within 60
days. It does not include 4,364,506 shares of Common Stock
issuable upon the exercise of pre-funded warrants, which are
subject to a 9.99% beneficial ownership limitation. The Amount
also does not include 12,286,154 Series A Warrants and 12,286,154
Series B Warrants, both of which are subject to 9.99% beneficial
ownership limitation. The numbers in this Schedule 13G do not give
effect to the increased numbers of shares potentially issuable
under the Series A Warrants and Series B Warrants because the
meeting to obtain the stockholder approval of the Series A Warrants
and B Warrants and the Charter Amendment to increase the authorized
shares of the Issuer's common stock is not likely to occur within
60 days of June 4, 2024, and the beneficial ownership limitations
will apply in any event.
The percentage is based on 72,574,120 shares of Common Stock
outstanding upon the closing of an offering as reported in the
Issuer's Prospectus dated June 4, 2024.
L1 Capital can be contacted at:
161A Shedden Road, 1 Artillery Court
PO Box 10085
Grand Cayman, Cayman Islands KY1-1001
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1681682/000107997324000877/l113g.htm
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.
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.
ENDRA LIFE: S.H.N. Financial Holds 9.99% Stake as of June 4
-----------------------------------------------------------
S.H.N. Financial Investments Ltd. disclosed in a Schedule 13G filed
with the Securities and Exchange Commission that as of June 4,
2024, it beneficially owned 7,921,648 shares of common stock of
ENDRA Life Sciences Inc., representing 9.99 percent of the Shares
outstanding.
The Amount represents 1,200,000 shares of the Issuer's Common Stock
purchased by the Reporting Person and, due to a 9.99% beneficial
ownership limitation, 6,721,648 shares of Common Stock issuable
upon the exercise of pre-funded warrants exercisable within 60
days.
The Amount does not include 4,364,506 shares of Common Stock
issuable upon the exercise of pre-funded warrants, which are
subject to a 9.99% beneficial ownership limitation. It also does
not include 12,286,154 Series A Warrants and 12,286,154 Series B
Warrants, both of which are subject to 9.99% beneficial ownership
limitation. The numbers in this Schedule 13G do not give effect to
the increased numbers of shares potentially issuable under the
Series A Warrants and Series B Warrants because the meeting to
obtain the stockholder approval of the Series A Warrants and B
Warrants and the Charter Amendment to increase the authorized
shares of the Issuer's common stock is not likely to occur within
60 days of June 4, 2024, and the beneficial ownership limitations
will apply in any event.
The ownership percentage is based upon 72,574,120 shares of Common
Stock outstanding upon closing of an offering based on the Issuer's
Prospectus dated June 4, 2024.
The Reporting Person can be reached at:
S.H.N. Financial Investments Ltd.
Herzliya Hills
Arik Einstein 3, Israel, 4610301
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1681682/000107997324000884/shn_13g.htm
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.
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.
EVEREST LENDING: Hires Thompson Law Group P.C. as Counsel
---------------------------------------------------------
Everest Lending Group, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to employ Thompson
Law Group, P.C. as counsel.
The firm will provide these services:
a. give advice with respect to the powers and duties of the
Debtor under the Bankruptcy Code;
b. take all necessary action to protect and preserve the
Debtor's estate;
c. prepare legal papers; and
d. perform other legal services in connection with the Debtor's
Chapter 11 case.
The firm will be paid at these rates:
Attorneys $350 per hour
Paralegals $90 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, the firm received a retainer of
$11,738, including the $1,738 filing fee.
Brian Thompson, Esq., an attorney at Thompson Law Group, 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:
Brian C. Thompson, Esq.
Thompson Law Group, PC
125 Warrendale Bayne Road, Suite 200
Warrendale, PA 15086
Tel: (724) 799-8404
Fax: (724) 799-8409
Email: bthompson@thompsonattorney.com
About Everest Lending Group, LLC
Everest Lending Group, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Pa. Case No. 24-21018) on April 26, 2024, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by THOMPSON LAW GROUP, P.C.
EVERI HOLDINGS: Fitch Keeps 'BB-' LongTerm IDR on Watch Positive
----------------------------------------------------------------
Fitch Ratings has maintained the Rating Watch Positive on the 'BB-'
Long-term Issuer Default Rating (IDR) and debt instruments of Everi
Holdings, Inc.
On Feb. 28, 2024, Everi entered into definitive agreements with
International Game Technology PLC (IGT) in which IGT would spin out
its Global Gaming and PlayDigital businesses and merge the spun off
entity into Everi. The Rating Watch reflects the expectation of a
stronger credit post-merger given the increased scale and
diversification of the combined entity with IGT, material synergy
opportunities, and potential growth opportunities. The combined
entity is projected to have pro forma 2024 revenue and adjusted
EBITDA of $2.7 billion and $1 billion, respectively.
The Rating Watch is expected to be resolved upon the completion of
the transaction under the announced terms, which is expected to
occur in late-2024, early 2025, or more than six months beyond the
assignment of the Watch.
KEY RATING DRIVERS
Comprehensive Product Portfolio: The combined entity would offer
one-stop shop offering across land-based gaming, iGaming, sports
betting and fintech. The company's revenue stream is diversified
with gaming operations representing 41%, gaming sales at 35%,
FinTech at 14%, and digital at 10%. Management estimates mid-single
digit revenue growth through 2026 based on current business plans.
Further growth potential comes from distributing Everi's content
into IGT's existing networks, distributing FinTech solutions in
international and distributed gaming markets, and expanding IGT
game content into the Class II category.
Expanded Slot Market Share: Pro forma for the combination, the
company would have an installed base of 69,462 units (35%
considered premium), which is higher than Light & Wonder, Inc.,
which has 53,697. Fitch estimates that the combined pro forma slots
sales market share moves to approximately 24%, slightly above Light
& Wonder and a few percentage points below market leader,
Aristocrat Leisure Ltd. The merger should allow for more
cross-selling opportunities between the two entities.
Expected Synergy Benefits: Management expects $75 million of
run-rate cost synergies that are expected to be realized by year
three. These enhancements have been identified and realized through
the impact of a larger scale on supply chain and cost optimization,
streamlined operations, and identified real estate consolidation. A
further savings of $10 million is expected to be realized in lower
capex spending through synergies.
Leverage Metrics Slightly Elevated: Pro forma gross EBITDA leverage
will be 3.7x (based on $3.7 billion of debt and $1 billion of pro
forma EBITDA), or 3.2x-3.4x net EBITDA leverage. This is above the
downgrade leverage sensitivity for Everi of 3.5x. However, Fitch
expects leverage to reduce quickly through FCF. Management
estimates the entity to generate over $800 million of adjusted cash
flow in the second year of closing. In addition, Fitch believes the
new combined entity has stronger business operations given the
increased scale, product diversification, synergies, and improved
market position.
Transaction Overview: IGT will spin off a subsidiary that owns its
Global Gaming and PlayDigital businesses, while retaining its
lottery business. The subsidiary will then combine with Everi, and
IGT shareholders will receive approximately 103.4 million of Everi
shares, or ownership of 54% of the combined entity. At closing,
Everi will change its name to International Game Technology, Inc.
Financing commitments are in place for $3.7 billion of debt and a
$750 million revolver. Approximately $2.6 billion will be
distributed to IGT and $1 billion will be applied to refinance
Everi's existing indebtedness. The transaction has been approved by
both the Board of Directors of IGT and Everi, and is subject to
approval by shareholders of each company. The transaction is
expected to close in late-2024, early 2025.
Everi Stand-Alone Rating: Everi's stand-alone rating reflects
relatively low gross leverage of 2.8x as of March 31, 2024, solid
liquidity and expectation of continued FCF generation. The
company's FinTech sector contributes approximately 46% of
consolidated EBITDA, with the majority of the revenue derived from
ATM and cash advance service fees, which are tied to contracts
generally with three- and five-year terms and high renewal rates.
The recurring revenue from this business provides near-term
certainty in cash flow, although technology risk remains uncertain
in the longer term.
Management continues to expand this segment through acquisitions
and new product lines. Other potential growth comes from the recent
acquisition of eCash, which provides access to the Australian
market, and Venuetize, which allows for advanced guest engagement
and an e-commerce platform for non-gaming entertainment venues.
Technology-Related Risks: New cashless technologies employed by
other participants in the gaming and FinTech industries represent a
long-term risk to disintermediate Everi's cash access services,
which constitute roughly one-third of its total revenue. However,
the company's diverse FinTech product portfolio, investments in new
technologies and its own cashless solutions, including maintenance
of money transmitter licenses, reduce this risk and position Everi
well to defend its market position.
The gaming industry is highly regulated on a state-by-state basis
and has been slow to adopt new technologies on the casino floor,
where cash remains prevalent. The pandemic increased operators'
interest in cashless technologies, with Nevada and Native American
gaming jurisdictions as the most notable early adopters. Greater
adoption of digital wallets in the long term should not materially
disrupt the meaningful fee revenue casino operators and their
supplier partners generate from ATM transactions, as digital wallet
economics tend to be similar.
DERIVATION SUMMARY
Everi's 'BB-' IDR reflects the company's low leverage, good
diversification, strong momentum in growing its class III slots
business, and solid market position in cash access systems and
class II slots. Negative credit considerations include Everi's
niche position within the slots segment, relative to larger
suppliers, despite ship share improving over the last few years.
Pro forma for the transaction EBITDA leverage would be 3.7x, which
compares with Light & Wonder (BB/Stable) at 3.1x and Aristocrat
Leisure, Ltd. (BBB-/Positive) at 1.0x. Pro forma revenues and
EBITDA of $2.6 billion and $1.0 billion, respectively, are slightly
lower than Light & Wonder ($2.9 billion and $1.1 billion) and well
below Aristocrat ($4.1 billion and $1.4 billion - adjusted for
current Australian dollar exchange rate). Although both Light &
Wonder and Aristocrat have a stronger presence in iGaming, Everi's
FinTech segment offers a unique and compelling growth opportunity
given IGT's sales presence and existing market position.
KEY ASSUMPTIONS
- Total revenue declines by mid-single digits in 2024 due to
challenges from the introduction of new gaming cabinets;
- Low-single-digit revenue growth for outer years from new product
development offset by intense competitive pressures;
- EBITDA margins of roughly 45%;
- Base interest rates applicable to the company's outstanding
variable rate debt obligations reflects current SOFR forward
curve;
- FCF of approximately $120-$125 million over the forecast
horizon;
- Manageable capex near 17%-18% of revenue;
- Settlement receivables and liabilities are cash flow-neutral;
- No material acquisitions or shareholder returns until the IGT
transaction is closed;
- No incremental debt paydown, aside from $6 million of annual
amortization of the term loan.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Fitch expects to resolve the Positive Watch upon completion of
the contemplated transaction under the proposed terms.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Continued market share gains in the U.S. gaming equipment
industry, particularly with respect to its Class III business;
- Continued diversification away from payment processing;
- EBITDA leverage sustained below 3.0x.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA leverage sustaining above 3.5x;
- Significant deterioration or loss of market share in the gaming
and FinTech segments;
- Adoption of a more aggressive financial policy, either toward
target leverage or approach to shareholder returns to the detriment
to the credit profile.
LIQUIDITY AND DEBT STRUCTURE
Sufficient Liquidity: Everi had a net cash position of $50 million,
or $269 million gross of net settlement liabilities, and full
availability on its $125 million revolver as of March 31, 2024.
Everi generated about $158 million in Fitch-defined FCF (cash flow
from operations minus capex and controlling for settlement
working-capital swings) for the TTM ended March 31, 2024.
Amortization of its term loan is minimal relative to the company's
FCF generating ability.
Fitch does not expect any material merger and acquisition activity
before the closing of the IGT transaction. The company cancelled
its $180 million share repurchase program, which had $80 million of
availability at the time of the cancellation.
ISSUER PROFILE
Everi Holdings Inc. (EVRI) is a provider of slots and cash services
to the casino industry. The company runs operations through two
subsidiaries - Games and FinTech. Everi Games specializing in class
II and class III slots. Everi FinTech (f/k/a Global Cash Access) is
a market leading provider of cash access products and services for
the casino industry.
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
----------- ------ -------- -----
Everi Holdings
Inc. LT IDR BB- Rating Watch Maintained BB-
senior
unsecured LT BB- Rating Watch Maintained RR4 BB-
senior
secured LT BB+ Rating Watch Maintained RR1 BB+
EXPRESS INC: WHP Announces Formation of New JV to Acquire Ops
-------------------------------------------------------------
WHP Global, in collaboration with an affiliate of Simon Property
Group ("Simon"), Brookfield Properties ("Brookfield"), and
Centennial Real Estate ("Centennial"), announced the formation of
PHOENIX, a new retail operating platform, which received court
approval to acquire a majority of Express, Inc. operations. Upon
closing, PHOENIX will operate all direct-to-consumer (DTC) commerce
in the U.S.A. for Express and Bonobos.
PHOENIX will serve as a financially revitalized DTC retail platform
and set the stage for long-term growth for the Express and Bonobos
brands. PHOENIX will focus on strengthening the core operations of
Express and Bonobos, ensuring the continuity of over 450 physical
stores, e-commerce operations and the preservation of nearly 7,000
jobs across the country.
Yehuda Shmidman, Chairman & CEO of WHP Global, emphasized the
importance of this transaction: "We are thrilled to partner with
Simon, Brookfield, and Centennial to launch PHOENIX. Today's court
approval and the formation of PHOENIX marks a vital step in our
mission to save Express Inc. and continue serving millions of
customers who love the Express and Bonobos brands. With the
restructuring actions accomplished during the Chapter 11 process,
we believe Express is now well-positioned for a powerful path
forward, benefiting all stakeholders, including our valued vendor
partners, licensees, landlords and dedicated team."
The transaction is expected to close within the coming week,
subject to customary closing conditions.
About PHOENIX
PHOENIX RETAIL LLC was formed in 2024 by WHP Global, an affiliate
of Simon Property Group, Brookfield Properties, and Centennial Real
Estate to acquire the Express Retail Company and operate Express &
Bonobos direct-to-consumer businesses in the United States.
About WHP Global
WHP Global -- http://www.whp-global.com-- is a New York-based firm
that acquires global consumer brands and invests in high-growth
distribution channels including digital commerce platforms and
global expansion. WHP owns a portfolio of consumer brands that
collectively generate over USD $7 billion in global retail sales.
The company also owns WHP+, a turnkey direct to consumer digital
e-commerce platform, and WHP SOLUTIONS, a sourcing agency based in
Asia.
About Simon
Simon(R) is a real estate investment trust engaged in the ownership
of premier shopping, dining, entertainment and mixed- use
destinations and an S&P 100 company (Simon Property Group, NYSE:
SPG). Its properties across North America, Europe and Asia provide
community gathering places for millions of people every day and
generate billions in annual sales.
About Brookfield Properties
Brookfield Properties -- http://www.brookfieldproperties.com-- is
a fully-integrated, global real estate services company, providing
industry-leading portfolio management capabilities across the real
estate investment strategies of Brookfield Asset Management -- a
global alternative asset manager with over $925 billion in AUM.
Brookfield Properties develops and manages premier real estate with
a focus on maximizing the tenant experience in addition to the
investment and operational performance of the asset.
About Centennial
Centennial -- http://www.CentennialREC.com-- is a retail real
estate owner and operator with a national portfolio of shopping,
dining, entertainment and mixed-use destinations as well as a
full-service property management platform serving third-party
owners. With over 300 employees nationwide, the firm now operates
24.5 million square feet of mixed-use destinations in 15 states.
Since 1997, Centennial has played a pivotal role in shaping the
evolution of American retail by creating a superior multi-faceted
shopping experience with properties that serve not only as a place
of commerce, but as a place of community.
About Express Inc.
Express, Inc., operates specialty retail apparel stores. The
Company offers apparel and accessories such as jeans, sweaters,
dresses, suits, and coats. Express serves customers in the United
States.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10831) on April
22, 2024. In the petition signed by Stewart Glendinning, chief
executive officer, the Debtor disclosed $1,298,055,000 in assets
and $1,199,781,226 in liabilities.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankruptcy counsel; Klehr Harrison Harvey
Branzburg, LLP as local bankruptcy counsel; Moelis & Company, LLC
as investment banker; M3 Advisory Partners, LP as restructuring
advisor; and Stretto, Inc. as claims agent.
Stephen L. Iacovo, Esq., at Ropes & Gray, LLP serves as counsel to
ReStore Capital, LLC, agent to the FILO Lenders. ReStore is also
the agent under a second lien senior secured DIP single-draw term
facility. AlixPartners, LLP serves as advisor to the DIP agents.
Randall L. Klein, Eseq., Eva D. Gadzheva, Esq., and Dimitri G.
Karcazes, Esq., at Goldberg Kohn Ltd., serve as counsel to Wells
Fargo Bank, National Association, as first lien ABL agent. Wells
Fargo is also the agent under a first lien senior secured DIP
revolving credit facility.
EYENOVIA INC: All Five Proposals Passed at Annual Meeting
---------------------------------------------------------
Eyenovia, Inc. disclosed in a Form 8-K filed with the Securities
and Exchange Commission that the 2024 Annual Meeting of
Stockholders of the Company was held in a virtual format on June
12, 2024, at which the stockholders:
(1) elected Tsontcho Ianchulev, M.D., M.P.H, Michael
Geltzeiler,
Rachel Jacobson, Charles E. Mather IV, Ram Palanki, Pharm.D.,
Michael Rowe, and Ellen Strahlman, M.D. as directors to serve
one-year terms expiring in 2025 or until their successors have been
elected and qualified;
(2) ratified the appointment of Marcum LLP as Eyenovia's
independent registered public accounting firm for the fiscal year
ending Dec. 31, 2024;
(3) approved, on an advisory basis, the compensation of
Eyenovia's named executive officers;
(4) recommended, on an advisory basis, the preferred yearly
frequency of future stockholder advisory votes on the compensation
of Eyenovia's named executive officers; and
(5) approved an amendment to Eyenovia's Third Amended and
Restated Certificate of Incorporation, as amended, to, at the
discretion of the Board, increase the number of shares of common
stock authorized for issuance thereunder from 90,000,000 shares to
300,000,000 shares.
The Board of Directors of Eyenovia had recommended a vote for
holding future stockholder advisory votes on the compensation of
Eyenovia's named executive officers on an annual basis. In light
of the voting result, Eyenovia has determined to hold such future
stockholder advisory votes on an annual basis until the next
advisory vote on the frequency of stockholder advisory votes on
compensation of named executive officers, which is required to
occur no later than Eyenovia's 2030 Annual Meeting of
Stockholders.
On June 12, 2024, Eyenovia filed a certificate of amendment to its
Third Amended and Restated Certificate of Incorporation, as amended
with the Secretary of State of Delaware to increase the total
number of shares of common stock, par value $0.0001 per share, that
Eyenovia will have authority to issue from 90,000,000 shares to
300,000,000 shares.
About Eyenovia
New York, N.Y.-based Eyenovia, Inc., is a commercial-stage
ophthalmic pharmaceutical technology company developing a pipeline
of microdose array print therapeutics based on its Optejet
platform. Eyenovia is currently focused on the commercialization of
Mydcombi (tropicamide+phenylephrine ophthalmic spray) for
mydriasis, as well as clobetasol propionate ophthalmic
nanosuspension 0.05% to reduce pain and inflammation following
ocular surgery, which was approved by the FDA on March 4, 2024.
New York, N.Y.-based Marcum LLP, the Company's auditor since 2017,
issued a "going concern" qualification in its report dated March
18, 2024, citing that the Company has incurred significant losses
and needs to raise additional funds to meet its obligations and
sustain its operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
FAAVEE LLC: Seeks to Sell Seguin Property to AMG Equity Holdings
----------------------------------------------------------------
Faavee, LLC asked the U.S. Bankruptcy Court for the Western
District of Texas to approve the sale of its real property to AMG
Equity Holdings, LLC for $240,000.
The property is a single-family residence located at 802 E. College
St., Seguin, Texas. It has an appraised value of $160,834,
according to the records of the Guadalupe County Appraisal
District.
The property is being sold "free and clear" of liens, claims,
interests and encumbrances.
The proceeds from the sale will be distributed pursuant to the
company's Chapter 11 plan, which was confirmed by the court on July
10 last year.
The sale is subject to higher and better offers. The property will
be sold to the buyer with the highest or best bid received by the
company prior to the hearing on the proposed sale.
About Faavee LLC
Faavee, LLC is the owner in fee simple title of eight properties in
Texas, with an aggregate current value of $2.84 million. The
company is based in Buda, Texas.
Faavee filed its voluntary petition for Chapter 11 protection
(Bankr. W.D. Texas Case No. 22-10870) on Dec. 30, 2022, with
$2,849,500 in assets and $1,939,105 in liabilities. Alfredo Garza,
sole member of Faavee, signed the petition.
Judge Shad Robinson oversees the case.
Stephen W. Sather, Esq., at Barron & Newburger, PC serves as the
Debtor's legal counsel.
FARDAD LLC: Seeks to Hire Jones & Walden as Legal Counsel
---------------------------------------------------------
Fardad LLC seeks approval from the U.S. Bankruptcy Court for the
Northern District of Georgia to hire Jones & Walden LLC as
counsel.
The firm's services include:
a. preparing of pleadings and applications;
b. conducting of examination;
c. advising the Debtor of its rights, duties and obligations
as a debtor-in-possession;
d. consulting with the Debtor and representing the Debtor
with respect to a Chapter 11 plan;
e. performing those legal services incidental and necessary
to the day-to-day operations of the Debtor's business; and
f. taking any and all other action incident to the proper
preservation and administration of the Debtor's estate and
business.
The firm will be paid at these rates:
Attorneys $300 to $475 per hour
Paralegals and law clerks. $110 to $200 per hour
The firm holds a retainer in the amount $8,825.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Cameron McCord, Esq., a partner at Jones & Walden 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:
Cameron M. McCord, Esq.
Jones & Walden LLC
699 Piedmont Avenue, NE
Atlanta, GA 30308
Telephone: (404) 564-9300
Email: cmccord@joneswalden.com
About Fardad LLC
Fardad LLC is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)).
Fardad LLC filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-55802) on June
3, 2024, listing $1 million to $10 million in both assets and
liabilities. The petition was signed by Sepideh Mesri as manager.
Cameron M. McCord, Esq. at JONES & WALDEN, LLC serves as the
Debtor's counsel.
FERTILITY LABORATORIES: Hires Thompson Burton PLLC as Counsel
-------------------------------------------------------------
Fertility Laboratories of Nashville, LLC seeks approval from the
U.S. Bankruptcy Court for the Middle District of Tennessee to
employ Thompson Burton PLLC as counsel.
The firm's services include:
a. rendering legal advice with respect to the rights, powers and
duties of Debtor in the management of its property;
b. investigating and, if necessary, instituting legal action on
behalf of Debtor to collect and recover assets of the estate of
Debtor;
c. preparing all necessary pleadings, orders and reports with
respect to this proceeding and to render all other necessary or
proper legal services;
d. assisting and counseling Debtor in the preparation,
presentation and confirmation of its plan of reorganization;
e. representing Debtor as may be necessary to protect its
interests;
f. representing the Debtor in all adversary proceedings that it
may initiate or that may be initiated against it;
g. representing the Debtor in any post-petition motions that it
may file or that may be filed against it; and
h. performing all other legal services that may be necessary and
appropriate in the general administration of the Debtor's estate.
The firm will be paid at the rates of $250 to $525 per hour.
In addition, the firm will seek reimbursement for its out-of-pocket
expenses.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Phillip G. Young, Jr., Esq.
Justin T. Campbell, Esq.
Thompson Burton PLLC
6100 Tower Circle, Suite 200
Franklin, TN 37067
Tel: (615) 465-6000
Email: phillip@thompsonburton.com
justin@thompsonburton.com
About Fertility Laboratories of Nashville, LLC
Fertility Laboratories of Nashville, LLC, filed a Chapter 11
bankruptcy petition (Bankr. M.D. Tenn. Case No. 24-01923) on May
28, 2024, disclosing under $1 million in both assets and
liabilities. The Debtor is represented by THOMPSON BURTON PLLC.
FISKER GROUP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Fisker Group Inc.
14 Centerpointe Drive
La Palma CA 90623
Business Description: Fisker Group Inc. is the operating
subsidiary of Fisker Inc., an American
automotive company that is revolutionizing
the automotive industry by developing the
most emotionally desirable and eco-friendly
electric vehicles. The Company is on a
mission to become the No. 1 e-mobility
service provider with the world's most
sustainable vehicles.
Chapter 11 Petition Date: June 17, 2024
Court: United States Bankruptcy Court
District of Delaware
Case No.: 24-11377
Judge: Hon. Thomas M. Horan
Debtor's Counsel: Robert J. Dehney, Sr., Esq.
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
1201 N. Market Street, 16th Floor
Wilmington DE 19801
Tel: (302) 658-9200
Email: rdehney@morrisnichols.com
Estimated Assets: $500 million to $1 billion
Estimated Liabilities: $100 million to $500 million
The petition was signed by John C. DiDonato as chief restructuring
officer.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/7NDQYBI/Fisker_Group_Inc__debke-24-11377__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Adobe IT/Software $2,042,952
345 Park Ave
San Jose, CA 95510
Tel: 408-536-2800
Fax: 408-537-6000
Email: vip-direct-amer@adobe.com
2. Bertrandt US, Inc. 1775 Research & $1,660,000
West Hamlin Road Development
Rochester Hills, MI 48309
Tel: 248-598-5100
Fax: 248-598-5106
Email: gerrit.schmidt@bertrandt.com
3. AvNet Inc Trade $1,343,100
2211 S. 47th Street
Phoenix, AZ 85034
Phone: 810-626-8956
480-643-2000
Email: joel.fishman@avnet.com
4. Google LLC Sales & Marketing $1,237,811
1600 Amphitheatre Parkway
Mountain View, CA 94043
Phone: 650-253-0000
Email: collections@google.com
5. SAP America Inc. IT/Software $1,206,174
3999 West Chester Pike
Newtown Square, PA 19073
Phone: 610-661-1000
Email: financear@sap.com
6. ManpowerGroup US Inc. 100 Professional $1,081,384
Manpower PL Services
Milwaukee, WI 53212
Phone: 414-961-1000
Email: andrew.pulaski@manpower.com
7. Tessolve DTS Inc. 3910 Research & $1,077,395
N, First Street San Jose Development
CA 95134
Tel: 408-865-0873
Fax: 408-865-0896
Email: sales@tessolve.com
8. Prelude Systems Inc. IT/Software $660,053
5 Corporate Park, Suite 140
Irvine, CA 92606
Phone: 949-208-7126
Email: pradeep_p@preludesys.com
9. NBC Universal LLC Sales & Marketing $649,999
30 Rockefeller Plaza
New York, NY 10112
Email: gavin.lau@nbcuni.com
10. Stratus-X LLC IT/Software $616,000
dba XD Innovation America
9800 Mount Pyramid Court
Suite 400
Engelwood, CO 80112
Phone: 855-934-8326
Email: mcarrabino@xdinnovation.com
11. I.G. Bauerhin GMBH Trade $593,345
Wiesenstr. 29 Hessen
Grundau, 63584, Germany
Phone: 49-6051-826-0
Email: andrzej.dymek@bauerhin.com
12. Urgently Inc. IT/Software $548,686
8609 Westwood Center Drive
Suite 810
Vienna, VA 22182
Email: thuffmyer@geturgently.com
13. Salesforce.com, Inc. IT/Software $527,652
415 Mission Street, 3rd Floor
San Francisco, CA 94105
Phone: 415-901-8457
Email: wferris@salesforce.com
14. FedEx Freight& Delivery $499,966
Mark Master
P.O. Box 7221
Pasadena, CA 91109-7321
Mark Master
Phone: 310-743-3501
Email: mark.master@fedex.com
15. Vector North America Inc. IT/Software $496,813
39500 Orchard Hill Place Suite 400
Novi, MI 48375
Tel: 248-449-9290
Fax: 248-449-9704
Email: sales@us.vector.com
16. Ansys Inc. 2600 Research & $492,050
Ansys Dr Development
Canonsburg, PA 15317
Email: kyle.kaplan@ansys.com
17. Tomtom North America, Inc. 11 Trade $468,526
Lafayette Street
Lebanon, NH 03766
Email: royaltydept@tomtom.com
18. HL Mando (Suzhou) Automotive Trade $453,027
System Co., Ltd.
No. 328, Mayun Road, High-Tech Zone
Suzhou, JS 215129
China
Tel: 86-512-8228-9888
Fax: 86-512-6665-3022
Email: hui.wang@hlcompany.com
19. Broadridge ICS Broadridge Professional $412,922
Investor Communication Services
P.O. Box 416423 Boston
MA 02241-6423
Phone: 800-353-0103
Email: invoices@broadridge.com
20. Mouri Tech LLC IT/Software $400,561
1183 W Johnson Carpenter Fwy
Irving, TX 75039
Phone: 972-756-1500
Email: sivad@mouritech.com
FOUNTAIN VU: Seeks to Tap BransonLaw PLLC as Bankruptcy Counsel
---------------------------------------------------------------
Fountain Vu, LLC seeks approval from the U.S. Bankruptcy Court for
the Middle District of Florida to hire Jeffrey S. Ainsworth, Esq.
and BransonLaw, PLLC (including Jacob D. Flentke, Esq., Flentke
Legal Consulting, PLLC, Of Counsel to BransonLaw, PLLC) as its
counsel.
The firm will render these services:
a. prosecute and defend any causes of action on behalf of the
Debtor;
b. prepare, on behalf of the Debtor, all necessary
applications, motions, reports and other legal papers;
c. assist in the formulation of a plan of reorganization; and
c. provide all other services of a legal nature.
The firm's standard hourly rates attorneys and paralegals range
from $450 to $200 per hour.
The Debtor paid an advance fee of $7,664.50 for post-petition
services and expenses in connection with this case and the filing
fee of $1,738. An additional $10,000 shall be paid upon the sale of
the certain real property located on Livingston Avenue owned by the
Debtor's manager.
Jeffrey Ainsworth, Esq., an attorney at BransonLaw, disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jeffrey S. Ainsworth, Esq.
Jacob D. Flentke, Esq.
BransonLaw, PLLC
1501 E. Concord St.
Orlando, FL 32803
Telephone: (407) 894-6834
Facsimile: (407) 894-8559
Email: jeff@bransonlaw.com
jacob@bransonlaw.com
About Fountain Vu
Fountain Vu, LLC filed Chapter 11 petition (Bankr. M.D. Fla. Case
No. 24-01426) on March 25, 2024, with as much as $50,000 in both
assets and liabilities.
Judge Tiffany P. Geyer oversees the case.
Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC is the Debtor's
legal counsel.
FRONTIER COMMUNICATIONS: Fitch Assigns BB+ Rating on Term Loan
--------------------------------------------------------------
Fitch Ratings has assigned issue-level ratings of 'BB+'/'RR1' to a
new term loan issuance by Frontier Communications Holdings, LLC.
The entity's Long-Term Issuer Default Rating (IDR), as well as the
IDRs of its parent, Frontier Communications Parent, Inc.
(Frontier), and various subsidiaries are currently rated 'B+'. The
Rating Outlook is Negative.
Proceeds from the new term loan will be used to repay a $1.4
billion term loan and extend the company's maturity profile on its
term loan borrowings from 2027 to 2031. Fitch also expects Frontier
to use more than half of the proceeds from a recent ABS offering to
reduce its total term loan debt balance outstanding.
The ratings and Outlook reflect Fitch's view that continued fiber
expansion in the next few years will require additional capital
raises that will keep financial leverage high and free cash flow
meaningfully negative over the ratings horizon. Fitch could
stabilize the IDR at 'B+' if Frontier displays continued EBITDA
expansion in the next couple of years, combined with EBITDA
leverage sustained in the low- to mid-5.0x range.
KEY RATING DRIVERS
Elevated Leverage: Fitch estimates EBITDA leverage will be in the
mid-5.0x range pro forma for the term loan and could remain in the
low- to mid-5.0x range through Fitch's forecast period. EBITDA net
leverage is lower in the mid-4.0x range, but the company is
aggressively spending on its fiber expansion strategy. As a result,
its sizable cash does not provide significant protection to repay
existing debt.
Leverage increased materially in 2022-2023 due to heavy capital
spending to fund fiber deployment. Fitch believes this carries
execution risk related to both subscriber adoption and build cost.
Frontier has flexibility to adapt the pace of its capital spending,
but this is somewhat constrained by the need to offset revenue
erosion from its copper network and certain legacy services. It has
material cash and short-term investments of roughly $1.9 billion
pro forma for the offering, which should enable much of its
near-term fiber build plans.
Capital Allocation: Frontier's capital allocation policy, following
its April 2021 bankruptcy emergence, largely centers on accelerated
plans to invest in fiber to the home (FTTH) and fiber deployment
for small and medium businesses, enterprises and the wholesale
market. Frontier targets net leverage in the mid-3x range, although
it is above this range following the acceleration of its fiber
build (mid-4.0x as of March 2024).
Frontier's aggressive investment plan will expand fiber to more
than 10 million locations, or two-thirds of its current footprint.
As of March 2024, the company has 6.8 million fiber passings versus
its target of 10 million. Penetration rates on the base fiber
network are 45%. New build penetration is lower on average with a
target penetration rate of 25%-30% after 24 months, but are
expected to reach similar penetration to the base network over
time.
Fiber Opportunity Mitigates Risks: Fitch views both opportunity and
execution risks for Frontier to grow its fiber-based revenue. Risks
are somewhat mitigated by secular growth, evidenced by success in
adding fiber customers, with several years of consecutive quarters
of net adds and lower churn. The opportunity to capture additional
broadband share is highlighted by a footprint that has only one or
no competitors in approximately 86% of its markets. New locations
served by fiber have material upside, as penetration rates for the
company's legacy copper broadband network are in the low-teens
percentage range.
Negative Cash Flows: Fitch views heavy capital intensity and cash
burn related to its fiber build-out strategy as constraining the
IDR. FCF deficits accelerated in the past few years at $1.9 billion
in 2023 versus $1.3 billion (2022) and $900+ million (2021). Nearly
all CF deterioration is from significantly increased capex spend of
$3.2 billion in 2023 versus the low-$1.0 billion range in
2019-2020.
FCF deficits will persist in the near-term and makes the company
reliant on the capital markets to fund its fiber expansion.
Frontier has the ability to pull back on fiber spending/capex in
order to manage its cash burn, but this would prolong the time it
will take to achieve its targeted goal to reach 10 million fiber
passings (previously targeted by YE 2025).
Margins Improving: Accelerated fiber deployments are improving
profitability, and the ongoing fiber mix shift could drive margin
expansion over time. Reported EBITDA margins increased 140 basis
points yoy in 1Q24 and 110 basis points in 2023. Management guided
margins could expand to the mid- to high-40% range over time
(high-30% today), although Fitch estimates more conservatively at
low-40% by 2026. Fitch believes fiber is now more than 60% of
EBITDA and the ongoing mix shift to fiber should help
profitability, as fiber requires fewer on-site service calls versus
copper and lower call volumes.
Additionally, Frontier has been aggressively cutting costs, and is
believed to have cut more than $500 million from mid-2021 through
YE 2023. Growing EBITDA combined with increased fiber penetration
should enable the company to delever its balance sheet in the
future.
Competition Intense: Fitch views competition in telecom as intense
and increasingly diverse. Frontier has a strong presence within its
footprint, often only competing with one other wireline provider,
but other providers have also been building out their own networks.
Cable companies, fiber "overbuilders", satellite providers, among
others continually seek increased market share in broadband
services. Additionally, U.S. wireless companies have now become a
viable alternative internet solution with fixed wireless access
given increased 5G speeds.
Parent-Subsidiary Relationship: Fitch links the IDRs of Frontier
and its subsidiaries based on a strong parent/weak subsidiary
approach. The IDRs are equalized under Fitch's criteria based on an
analysis incorporating high strategic and operational incentives
and low legal incentives.
DERIVATION SUMMARY
Frontier has higher exposure to the consumer market compared with
wireline peer Lumen Technologies, Inc. (CCC+), and Windstream
Services, LLC (B/Watch Evolving). The consumer market faces secular
challenges (particularly in voice/video), with legacy revenue
declines in older copper-based communication technologies being
only somewhat offset by growth in faster, fiber-based technology.
Incumbent wireline operators face competition for broadband
customers from cable operators, including Comcast Corp. (A-/Stable)
and Charter Communications Inc. (Fitch rates Charter's indirect
subsidiary CCO Holdings, LLC BB+/Stable).
Frontier also faces emerging broadband competition from 5G wireless
operators offering fixed wireless access, including T-Mobile U.S.
Inc. (BBB+/Stable) and Verizon Communications Inc. (A-/Stable).
Fitch views Frontier's aggressive fiber investments as having
long-term benefits but will require significant near-term costs
that will weigh on cash flow generation.
Frontier is less competitive in the enterprise market, although its
enterprise business has some differences compared to larger peers
as it is less exposed to large enterprise accounts. In enterprise,
Frontier is smaller than AT&T Inc. (BBB+/Stable), Verizon and
Lumen. All three companies have an advantage as national or
multinational companies given their extensive footprints in the
U.S. and abroad. Windstream Services, LLC is somewhat smaller than
Frontier and is a hybrid in that it operates as an incumbent in
rural markets and as a business services provider with its
enterprise and wholesale units, which compete nationally.
Compared with Frontier, AT&T and Verizon have significantly larger
scale, greater business diversification and also lower financial
leverage as investment grade operators. Frontier's EBITDA leverage
is higher than Lumen, but Lumen's rating is heavily influenced by
declining revenue/EBITDA (whereas Frontier grew in recent periods)
and liquidity risk given its current operating profile.
KEY ASSUMPTIONS
- Revenues are flat to modestly down in the next few years, with
fiber growth offset by copper-based declines. Assumes modest
revenue increases starting in 2026 as fiber becomes a bigger piece
of mix. Assumes mid-single digit growth in data & internet
services, offset by double-digit declines in Voice & Video;
- EBITDA margins expand to low-40% over ratings horizon, benefiting
from a mix shift to fiber (higher margin);
- Cash Taxes and restructuring costs are a modest use of cash flow
in the next few years, with taxes kept low due to operating losses
and tax loss carryforwards;
- Capex declines materially starting in 2025 as fiber spend slows;
- EBITDA leverage remains in the low/mid-5.0x range, or near
current levels, over the ratings horizon.
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.
RECOVERY ANALYSIS
For entities rated 'B+' and below, where default is closer and
recovery prospects are more meaningful to investors, Fitch
undertakes a tailored, or bespoke, analysis of recovery upon
default for each issuance. The resulting debt instrument rating
includes a Recovery Rating (RR, graded from 'RR1' to 'RR6'), and is
notched from the IDR accordingly. In this analysis, there are three
steps: (i) estimating the distressed enterprise value (EV); (ii)
estimating creditor claims; and (iii) distribution of value.
Fitch assumes Frontier will emerge from a default scenario under
the going concern approach versus liquidation. Key assumptions used
in the recovery analysis are as follows:
- Going Concern (GC) EBITDA - Fitch assumes a GC EBITDA of
approximately $1.6 billion, which is roughly 20% below the
company's current run-rate EBITDA (less EBITDA from the Dallas
metro area). Reduced EBITDA of this magnitude in a bankruptcy
scenario could imply increased competition has pressured revenue to
decline by 10%-20% and EBITDA margins have declined closer to 30%.
- Fitch excludes from its recovery waterfall debt amounts
outstanding at Frontier's issuer subsidiary for its Dallas
securitization, Frontier Issuer LLC. This entity is a bankruptcy
remote subsidiary, and Fitch assumes this entity would not be part
of a corporate-level bankruptcy. Fitch has, however, included
residual cash flows (discounted for a stressed scenario) as part of
Fitch's recovery EBITDA assumptions.
- EV Multiple - Fitch assumes a 5.5x multiple, using a blended
approach of roughly 50% of business being copper-based (legacy) at
4.0x and 50% being fiber (growth) at 7.0x. This multiple is
validated based upon historic industry trading multiples, M&A
transactions in the industry, and Fitch bankruptcy case studies.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- EBITDA leverage, defined as debt/EBITDA, sustained below 4.5x;
- Revenue and/or EBITDA growth expected to be sustained at
mid-single digit percentage or higher;
- Sustained positive FCF generation could also lead Fitch to
reassess the rating.
Factors that could, individually or collectively, lead to
stabilization of the IDR:
- EBITDA leverage sustained in the low- to mid-5.0x range;
- Sustained EBITDA improvement in 2024-2025.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- EBITDA leverage sustained above 5.5x;
- A weakening of operating results, including deteriorating margins
and an inability to stabilize revenue erosion in key product areas
or offset EBITDA pressure through cost reductions;
- More aggressive capital or financial policies that Fitch views as
negative for the credit profile.
LIQUIDITY AND DEBT STRUCTURE
Liquidity Profile: Frontier will have approximately $1.9 billion of
unrestricted cash and short-term investments pro forma for the new
term loan and recent ABS offering, as well as capacity on its $900
million revolving credit facility. Part of the revolver expires in
April 2025, but $850 million of capacity could mature as late as
2028. Fitch expects Frontier to have material FCF deficits of more
than $2.6 billion cumulatively in 2024-2025, a material portion of
which could be funded through future debt issuance.
Projected negative FCFs over Fitch's ratings horizon are due to the
capital-intensive nature of the business in conjunction with an
aggressive build-out of fiber across its footprint. Fitch expects
Frontier will be heavily reliant on the capital markets in the next
few years for its liquidity needs.
Debt Profile: Pro forma for the new TL and ABS raise, Frontier has
roughly $11.6 billion of debt outstanding as of March 2024
(excluding finance leases) and its debt structure consists of
various sources of capital including: $2.3 billion of
securitization debt that was raised in 2023-2024 (asset-backed debt
collateralized by the company's Texas fiber footprint), roughly
$5.7 billion of senior secured debt, $2.8 billion of second-lien
debt and $750 million of unsecured subsidiary debt.
The company's first lien debt includes a $900 million senior
secured revolving credit facility and $1.0 billion of term loans
outstanding, pro forma for the refinanced TL. Nearly all of the
company's debt matures between 2027-2031 and, thus, there is some
maturity concentration risk.
ISSUER PROFILE
Frontier is the fourth largest U.S. incumbent local exchange
carrier providing data and Internet services (61% of 2023 revenue),
wireline voice (24%), and wireline video service (7%) to
residential and business customers. The company is publicly traded
on Nasdaq (FYBR).
DATE OF RELEVANT COMMITTEE
06 February 2024
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
Entity/Debt Rating Recovery
----------- ------ --------
Frontier Communications
Holdings, LLC
senior secured LT BB+ New Rating RR1
FULTON MERCER: Hires Weiss Law Group LLC as Counsel
---------------------------------------------------
Fulton Mercer Corporation seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to employ Weiss Law Group,
LLC as counsel.
The firm's services include:
a. providing legal advice with respect to the powers, rights,
and duties of the Debtor and Debtor-in-Possession;
b. providing legal advice and consultation related to the
legal and administrative requirements of this case, including
assisting Applicant in complying with the procedural requirements
of the Office of the United States Trustee and Subchapter V
Trustee;
c. taking appropriate actions to protect and preserve the
Estate, including prosecuting actions on the Debtor's behalf,
defending actions commenced against the Debtor, and representing
the Debtor's interests in any negotiations or litigation in which
the Debtor may be involved, including objections to the claims
filed against the Estate, and preparing witnesses and reviewing
documents in this regard;
d. preparing appropriate documents and pleadings, including
but not limited to Schedules, Applications, Motions, Answers,
Orders, Complaints, Reports, or other documents appropriate to the
administration of the Estate;
e. representing the Debtor's interests at the Initial Debtor
Interview, the Meeting of Creditors, any Status Conferences, any
Disclosure Statement Hearing, the Confirmation Hearing, and other
hearings before this Court related to the Debtor;
f. assisting and advising the Debtor in the formulation,
negotiation, and implementation of a Disclosure Statement and/or
Chapter 11 Plan and all documents related thereto;
g. assisting and advising the Debtor with respect to
negotiation, documentation, implementation, consummation, and
closing of transactions, including the sale of assets or the
incurring of debt;
h. assisting and advising the Debtor with respect to the use
of cash collateral, obtaining financing, and negotiating, drafting,
and seeking approval of any documents related thereto;
i. reviewing and analyzing claims filed in this case, and
advising and representing the Debtor in connection with objections
to such claims;
j. assisting and advising the Debtor with respect to executory
contracts and unexpired leases, including assumptions, assignments,
rejections, and renegotiations;
k. coordinating with other professionals employed in the
case;
l. reviewing and analyzing applications, orders, motions, and
other pleadings and documents filed with the Bankruptcy Court and
advising the Debtor thereon; and
m. Assisting the Debtor in performing such other services as
may be in the interest of the Debtor and the Estate and performing
all other legal services required by the
Debtor.
The firm will be paid at these rates:
Attorneys $595 per hour
Associates $250 per hour
Paralegals $125 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Brett Weiss, a partner at Weiss Law Group, LLC, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Brett Weiss, Esq.
The Weiss Law Group, LLC
8843 Greenbelt Road, Box 299
Greenbelt, MD 20770
Tel: (301) 924-4400
Fax: (240) 627-4186
Email:brett@BankruptcyLawMaryland.com
About Fulton Mercer Corporation
Fulton Mercer Corporation, a provider of death care services,
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. W.D. Tex. Case No. 23-10590) on Aug. 1, 2023. In the
petition signed by Jason Wayne Fulton, president, the Debtor
disclosed up to $10 million in both assets and liabilities.
The Debtors tapped Amy Wilburn, Esq., at Lincoln Goldfinch Law as
counsel and Joshua Ray, CPA, at Ray CPA as accountant.
GALAXY NEXT: Diamond Investment Appointed as New Committee Member
-----------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Diamond Investment Group
II, LLC as new member of the official committee of unsecured
creditors in the Chapter 11 case of Galaxy Next Generation Inc.
As of June 14, the members of the committee are:
1. Bradley Ehlert
c/o Jon David Huffman
3562 Habersham at Northlake
Building J, Suite 200
Tucker, GA 30084
jondavid@poolehuffman.com
(404) 373-4008
2. Breeze Advance, LLC
c/o Jacob Weinstein
420 Central Avenue, Suite 301
Cedarhurst, NY 11516
jacob@weinsteinllp.com
(646) 450-3484
3. Mast Hill Fund, LP
c/o Patrick Hassani
48 Parker Rd
Wellesley, MA 02482
patrick@masthillfund.com
(310) 292-0093
also c/o Max Schlan, counsel
(646) 825-2330
4. Tate Technology, Inc.
c/o Scott Tate
5716 E. Sprague Ave.
Spokane Valley, WA 99212
scott@tatetech.com
(509) 534-2500
5. Diamond Investment Group II, LLC
c/o Morris Lichtenstein
59 Olympia Lane
Monsey, NY 10952
info@diamondinvestmentii.com
(845) 608-3232
About Galaxy Next Generation
Galaxy Next Generation, Inc. manufactures and distributes
interactive learning technologies and enhanced audio solutions
within commercial and educational markets. The company is based in
Toccoa, Ga.
Galaxy Next Generation filed Chapter 11 petition (Bankr. N.D. Ga.
Case No. 24-20552) on May 9, 2024, with $10 million to $50 million
in both assets and liabilities.
Ashley Reynolds Ray, Esq., at Scroggins & Williamson, PC is the
Debtor's legal counsel.
GAMESTOP CORP: Initiates At-the-Market Offering of 75MM Shares
--------------------------------------------------------------
GameStop Corp. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on June 7, 2024, the
Company, filed a prospectus supplement with the Commission in
connection with the Company's "at-the-market offering" program for
the offer and sale from time to time through its sales agent
Jefferies LLC of up to 75,000,000 shares of the Company's Class A
common stock, par value $0.001 per share, pursuant to the Company's
existing Open Market Sale Agreement with the Sales Agent, dated May
17, 2024. Prior to the date, the Company has sold an aggregate of
45,000,000 shares of its common stock for aggregate gross proceeds
of approximately $933.4 million pursuant to the Sales Agreement.
The Common Shares are being offered and sold pursuant to the
Company's automatic shelf registration statement on Form S-3 filed
with the SEC on May 17, 2024, which became effective immediately
upon filing, and the Prospectus Supplement.
From time to time during the term of the Sales Agreement, the
Company may deliver a placement notice to the Sales Agent
specifying the length of the selling period, the amount of Common
Shares to be sold, any limitation on the number of shares that may
be sold in any one trading day and the minimum price below which
sales may not be made. Upon its acceptance of the placement notice
from the Company, the Sales Agent will use its commercially
reasonable efforts consistent with its normal trading and sales
practices to solicit offers to purchase Common Shares, under the
terms and subject to the conditions set forth in the Sales
Agreement, by means of ordinary brokers' transactions on the New
York Stock Exchange, in negotiated transactions or in transactions
that are deemed to be an "at the market offering" as defined in
Rule 415(a)(4) under the Securities Act of 1933, as amended, in
block transactions, sales made directly on the Principal Market or
sales made into any other existing trading markets of the Common
Shares. The Company may instruct the Sales Agent not to sell Common
Shares if the sales cannot be effected at or above the price
designated by the Company in any placement notice. The Company or
the Sales Agent may suspend the offering of the Common Shares at
any time upon proper notice and subject to other conditions.
The Company will pay the Sales Agent a commission for its services
in acting as agent in the sale of Common Shares. The Sales Agent
will be entitled to compensation in an amount up to 1.5% of the
gross sales price of all of the Common Shares sold through it under
the Sales Agreement.
Under the terms of the Sales Agreement, the Company also may sell
Common Shares to the Sales Agent, as principal for its own account,
at a price to be agreed upon at the time of sale. If the Company
sells Common Shares to the Sales Agent, as principal, it will enter
into a separate sales agreement with the Sales Agent and the
Company will describe such agreement in a separate prospectus
supplement or pricing supplement.
The Offering of Common Shares pursuant to the Sales Agreement will
terminate upon the earlier of (1) the sale of all Common Shares
subject to the Sales Agreement or (2) termination of the Sales
Agreement. The Sales Agreement may be terminated by the Sales Agent
or the Company at any time upon ten days' notice, and by the Sales
Agent at any time in certain circumstances, including suspension of
trading of Common Shares on the NYSE or the occurrence of a
material adverse change in the Company's business.
The Company made certain customary representations, warranties and
covenants concerning the Company and the Common Shares in the Sales
Agreement and agreed to indemnify the Sales Agent against certain
liabilities, including liabilities under the Securities Act.
Olshan Frome Wolosky LLP, counsel to the Company, has issued a
legal opinion relating to the legality of the issuance and the sale
of the Common Shares.
The Company intends to use the net proceeds from the Offering, if
any, for general corporate purposes, which may include acquisitions
and investments in accordance with the Company's investment
policy.
About GameStop
Grapevine, Texas-based GameStop Corp. is a specialty retailer
offering games and entertainment products through its E-Commerce
platforms and thousands of stores.
GameStop reported a net loss of $313.1 million for the fiscal year
ended Jan. 28, 2023, a net loss of $381.3 million for the fiscal
year ended Jan. 29, 2022, a net loss of $215.3 million in 2020, a
net loss of $470.9 million in 2019, and a net loss of $673 million
in 2018. As of July 29, 2023, the Company had $2.80 billion in
total assets, $1.53 billion in total liabilities, and $1.26 billion
in total stockholders' equity.
* * *
Egan-Jones Ratings Company, on January 2, 2024, maintained its 'CC'
foreign currency and local currency senior unsecured ratings on
debt issued by GameStop Corporation.
GAMESTOP CORP: Posts $32.3MM Net Loss in Q1 2024
------------------------------------------------
GameStop Corp. released its financial results for the first quarter
ended May 4, 2024. During the First Quarter, the Company reported:
* Net sales of $0.882 billion for the first quarter, compared
to $1.237 billion in the prior year's first quarter.
* Selling, general and administrative expenses were $295.1
million, or 33.5% of net sales for the first quarter, compared to
$345.7 million, or 27.9% of net sales, in the prior year's first
quarter.
* Net loss was $32.3 million for the first quarter, compared
to a net loss of $50.5 million for the prior year's first quarter.
* Cash, cash equivalents and marketable securities were $1.083
billion at the close of the quarter.
* Long-term debt remains limited to a low-interest, unsecured
term loan associated with the French government's response to
COVID-19.
As of May 4, 2024, the Company had $2.6 billion in total assets,
$1.3 billion in total liabilities, and $1.31 billion in total
stockholders' equity.
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1326380/000119312524156615/d614611d8k.htm
About GameStop
Grapevine, Texas-based GameStop Corp. is a specialty retailer
offering games and entertainment products through its E-Commerce
platforms and thousands of stores.
GameStop reported a net loss of $313.1 million for the fiscal year
ended Jan. 28, 2023, a net loss of $381.3 million for the fiscal
year ended Jan. 29, 2022, a net loss of $215.3 million in 2020, a
net loss of $470.9 million in 2019, and a net loss of $673 million
in 2018. As of July 29, 2023, the Company had $2.80 billion in
total assets, $1.53 billion in total liabilities, and $1.26 billion
in total stockholders' equity.
* * *
Egan-Jones Ratings Company, on January 2, 2024, maintained its 'CC'
foreign currency and local currency senior unsecured ratings on
debt issued by GameStop Corporation.
GENERAC POWER: S&P Rates New $500MM Sr. Secured Term Loan B 'BB+'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '3'
recovery rating to Generac Power Systems Inc.'s proposed $500
million senior secured term loan B due 2031. The '3' recovery
rating indicates its expectation of meaningful (50%-70%; rounded
estimate: 65%) recovery for lenders in the event of a payment
default. The company plans to use the proceeds from this term loan,
along with $30 million of cash on hand, to replace its existing
$530 million senior secured term loan B. S&P views this transaction
as neutral for leverage.
S&P said, "Our issuer credit rating on Generac remains 'BB+'. The
stable outlook reflects our expectation that S&P Global
Ratings-adjusted leverage will remain below 3x over the next 12
months. We forecast S&P Global Ratings-adjusted leverage to remain
in the mid-2x area through 2025, given our expectation for a
recovery in Generac's higher-margin residential products following
distributor destocking that occurred in 2023, partially offset by
lower commercial and industrial product sales as equipment rental
providers and telecom businesses reduce capital spending. We
continue to believe that Generac is well-positioned to benefit from
long-term secular demand trends, including an increasingly
unreliable power grid and increased electrification."
ISSUE RATINGS—RECOVERY ANALYSIS
Key analytical factors
Generac's capital structure principally comprises the proposed $500
million senior secured term loan B due in 2031, a $1.25 billion
revolving credit facility due in 2027 ($150 million outstanding as
of March 31, 2024), and a $750 million term loan A due in 2027
($741 million outstanding as of March 31, 2024).
For the purposes of our recovery analysis, S&P considers a default
triggered by a downturn in the residential and nonresidential
construction markets, material increases in raw material costs, and
the company's inability to pass through rising raw material costs
via increased selling prices. As a result, Generac's capital
structure would become unsustainable, leading to a default.
Simulated default assumptions
-- Simulated year of default: 2029
-- EBITDA at emergence: $281 million
-- EBITDA multiple: 5.5x
-- Revolving credit facility: 85% drawn at default
Debt amounts include six months of prepetition interest
Simplified waterfall
-- Gross enterprise value (EV) at emergence: $1.54 billion
-- Net EV (after 5% administrative costs): $1.47 billion
-- Priority claims: $81 million (short-term borrowings by foreign
subsidiaries)
-- Collateral value available to secured debt: $1.33 billion
-- Senior secured debt claims: $2.06 billion
--Recovery expectations for term loan B: 50%-70% (rounded
estimate: 65%)
GEO REAL ESTATE: Seeks to Extend Plan Exclusivity to October 2
--------------------------------------------------------------
Geo Real Estate, LLC, asked the U.S. Bankruptcy Court for the
District of Colorado to extend its exclusivity period to file a
chapter 11 plan of reorganization to October 2, 2024.
The Debtor explains that the Court took under advisement the issue
of whether its operating agreement requires unanimous or majority
consent of the Debtor's members to authorize a bankruptcy filing
following the May 1, 2024 status conference. An order on the same
remains pending—otherwise, no other issues are set to be decided
at this time.
Additionally, on May 24, 2024, Debtor and two of Debtor's members,
Seth Simmons and Kevin Chicotsky, filed an appeal of the State
Court Sanctions Order. Accordingly, based on the record, it is
apparent that multiple issues of dismissal, conversion and
otherwise remain pending before the Court, such that this matter
remains held in abeyance.
The Debtor claims that it makes this request in light of this
matter being effectively stayed pending the Court's rulings on the
Motion to Dismiss and corresponding essential issues in the case.
Regardless, the Debtor cannot propose a plan until the various
issues in this case are decided, and it should be allowed to
preserve any and all rights to propose a Plan in the interim, in
the chance the case is not converted.
Geo Real Estate, LLC is represented by:
Jeffrey A. Weinman, Esq.
Patrick D. Vellone, Esq.
Bailey C. Pompea, Esq.
Allen Vellone Wolf Helfrich & Factor, P.C.
1600 Stout Street, 1900
Denver, CO 80202
Tel: (303) 534-4499
Email: jweinman@allen-vellone.com
PVellone@allen-vellone.com
BPompea@allen-vellone.com
About Geo Real Estate
Geo Real Estate, LLC sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-12495) on June
13, 2023. At the time of filing, the Debtor estimated $1,000,001 to
$10 million in both assets and liabilities.
Judge Michael E Romero oversees the case.
Jeffrey Weinman, Esq. at Allen Vellone Wolf Helfrich & Factor P.C.
represents the Debtor as counsel.
GLOBAL BENEFITS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Three affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Global Benefits Group, Inc. 24-16134
902 Carnegie Center Drive
Suite 100
Princeton, NJ 08540
GBG Holding Incorporated 24-16135
c/o Global Benefits Group, Inc.
902 Carnegie Center Drive
Suite 100
Princeton, NJ 08540
International Claims Services, Inc. 24-16137
c/o Global Benefits Group, Inc.
902 Carnegie Center Drive
Suite 100
Princeton, NJ 08540
Business Description: Global Benefits, operating in conjunction
with its affiliates and subsidiaries,
is a global insurance service company
servicing health, life, disability, and
travel insurance for a client base that
spans multinational corporations,
expatriates, international students, high
net-worth individuals, international
schools, and non-profit organizations.
Chapter 11 Petition Date: June 18, 2024
Court: United States Bankruptcy Court
District of New Jersey
Judge: Hon. Christine M. Gravelle
Debtors' Counsel: S. Jason Teele, Esq.
SILLS CUMMIS & GROSS P.C.
One Riverfront Plaza
Newark, NJ 07102
Tel: (973) 643-4779
Email: steele@sillscummis.com
Debtors'
Financial
Advisor: GETZLER HENRICH & ASSOCIATES LLC
Debtors'
Claims,
Noticing &
Balloting
Agent: OMNI AGENT SOLUTIONS
Global Benefits'
Total Assets: $1,927,677
Global Benefits'
Total Liabilities: $11,981,444
GBG Holding's
Estimated Assets: $0 to $50,000
GBG Holding's
Estimated Liabilities: $0 to $50,000
International Claims'
Estimated Assets: $0 to $50,000
International Claims'
Estimated Liabilities: $0 to $50,000
The petitions were signed by Howard Ehrlich as authorized officer.
Full-text copies of the petitions containing, among other items,
lists of the Debtors' 20 largest unsecured creditors are available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/B62CRRA/Global_Benefits_Group_Inc__njbke-24-16134__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/B3XAVXY/GBG_Holding_Incorporated__njbke-24-16135__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/GFR4JBI/International_Claims_Services__njbke-24-16137__0001.0.pdf?mcid=tGE4TAMA
GOL LINHAS: Plan Exclusivity Period Extended to October 21
----------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York extended GOL Linhas Aereas Inteligentes S.A.,
and its affiliates' exclusive periods to file a plan of
reorganization and obtain acceptance thereof to October 21 and
December 20, 2024, respectively.
As shared by Troubled Company Reporter, the Chapter 11 Cases
involve thirteen Debtors, which maintain active, international
airline and cargo operations with customers and creditors around
the world. With approximately 14,000 employees and approximately
$3.7 billion in annual revenue in 2023, the Debtors play a key role
in the South American aviation market.
The Debtors have in excess of $4.2 billion of outstanding funded
indebtedness and lease obligations, and their Schedules and
Statements contain tens of thousands of creditors and thousands of
contracts.
The Debtors claim that although they have made substantial
progress, the administration of these Chapter 11 Cases and the
negotiation, formulation, filing, and prosecution of a chapter 11
plan will require substantial additional time and effort, which can
only begin in earnest once the Debtors have finalized their
business plan.
Moreover, the Debtors require additional time to evaluate
additional operational restructuring opportunities, finalize their
long-term business plan, access the capital markets, consider plan
structures, and negotiate with key stakeholders before they are
able to propose a value-maximizing plan of reorganization, although
they continue to work diligently towards a timely emergence from
chapter 11.
The Debtors' Counsel:
Evan R. Fleck, Esq.
Andrew C. Harmeyer, Esq.
Bryan V. Uelk, Esq.
MILBANK LLP
55 Hudson Yards
New York, NY 10001
Telephone: (212) 530-5000
Facsimile: (212) 530-5219
Email: efleck@milbank.com
aharmeyer@milbank.com
buelk@milbank.com
- and -
Gregory A. Bray, Esq.
MILBANK LLP
2029 Century Park East, 33rd Floor
Los Angeles, CA 90067
Telephone: (424) 386-4000
Facsimile: (213) 629-5063
Email: gbray@milbank.com
- and -
Andrew M. Leblanc, Esq.
Erin E. Dexter, Esq.
MILBANK LLP
1850 K St. NW, Suite 1100
Washington, DC 20006
Telephone: (202) 835-7500
Facsimile: (202) 263-7586
Email: aleblanc@milbank.com
edexter@milbank.com
About Gol GOLL4.SA
GOL Linhas Aereas Inteligentes S.A. provides scheduled and
non-scheduled air transportation services for passengers and cargo;
and maintenance services for aircraft and components in Brazil and
internationally. The company offers Smiles, a frequent-flyer
program to approximately 20.5 million members, allowing clients to
accumulate and redeem miles. It operates a fleet of 146 Boeing 737
aircraft with 674 daily flights. The company was founded in 2000
and is headquartered in Sao Paulo, Brazil.
GOL Linhas Aereas Inteligentes S.A. and its affiliates and its
subsidiaries voluntarily filed for Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 24-10118) on Jan. 25, 2024.
GOL Linhas estimated $1 billion to $10 billion in assets as of the
bankruptcy filing.
The Debtors tapped Milbank Llp as counsel, Seabury Securities Llc
as restructuring advisor, financial advisor and investment banker,
Alixpartners, LLP, as financial advisor, and HUGHES Hubbard & Reed
LLP as aviation related counsel. Kroll Restructuring
Administration LLC is the claims agent.
GREATER SHEPHERD: 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 Greater
Shepherd Missionary Baptist Church.
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 Greater Shepherd Missionary
Greater Shepherd Missionary Baptist Church sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No.
24-02850) on May 31, 2024, with $100,001 to $500,000 in both assets
and liabilities.
Judge Jeffrey J. Graham presides over the case.
David R. Krebs, Esq., at Hester Baker Krebs, LLC represents the
Debtor as bankruptcy counsel.
GREENWAVE TECHNOLOGY: 3i, LP, 2 Others Acquire 6.5% Equity Stake
----------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, 3i, LP, 3i Management LLC, and Maier Joshua Tarlow
disclosed that as of June 10, 2024, they beneficially owned 825,000
shares of common stock of Greenwave Technology Solutions, Inc.,
representing 6.5 percent of the Shares outstanding. The ownership
percentages reported are based on 12,642,328 shares of Common Stock
outstanding, as verified with the Issuer on June 11, 2024.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1589149/000175392624001115/g084291_sch13g.htm
About Greenwave
Headquartered in Chesapeake, VA, Greenwave Technology Solutions,
Inc. -- https://www.greenwavetechnologysolutions.com -- is an
operator of 13 metal recycling facilities in Virginia, North
Carolina, and Ohio. The Company's recycling facilities collect,
classify, and process raw scrap metal (ferrous and nonferrous) and
implement several unique technologies to increase metal processing
volumes and operating efficiencies, including a downstream recovery
system and cloud-based ERP system.
New York, NY-based RBSM LLP, the Company's auditor since 2017,
issued a "going concern" qualification in its report dated April
16, 2024, citing that the Company has net loss, has generated
negative cash flows from operating activities, has an accumulated
deficit and has stated that substantial doubt exists about the
Company's ability to continue as a going concern.
GT GIST PROPERTIES: Stephen Coffin Named Subchapter V Trustee
-------------------------------------------------------------
The Acting U.S. Trustee for Region 13 appointed Stephen Coffin,
Esq., attorney at The Small Business Law Center, as Subchapter V
trustee for GT Gist Properties, LLC.
Mr. Coffin will be paid an hourly fee of $285 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Coffin declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Stephen D. Coffin, Esq.
Attorney at Law, MBA
The Small Business Law Center
2705 St. Peters-Howell Rd, Suite A
St. Peters, MO 63376
Phone: (636) 244-5252
Fax: (636) 486-1788
Email: scoffin@tsblc.com
About GT Gist Properties
GT Gist Properties, LLC filed Chapter 11 petition (Bankr. E.D. Mo.
Case No. 24-42034) on June 10, 2024, with $1 million to $10 million
in assets and $500,000 to $1 million in liabilities. Garrett Gist,
member, signed the petition.
Frank R. Ledbetter, Esq., at Ledbetter Law Firm, LLC represents the
Debtor as bankruptcy counsel.
GZ USA: Heidi Sorvino Named Subchapter V Trustee
------------------------------------------------
The U.S. Trustee for Region 2 appointed Heidi Sorvino, Esq., at
White and Williams, LLP as Subchapter V trustee for GZ USA, Inc.
Ms. Sorvino will be paid an hourly fee of $950 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Sorvino declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Heidi J. Sorvino, Esq.
White and Williams, LLP
7 Times Square, Suite 2900
New York, NY 10036-6524
Phone: 212-631-4417
Email: Sorvinoh@whiteandwilliams.com
About GZ USA
GZ USA, Inc. is a wholesaler of clothing and accessories in New
York.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-11020) on June 7,
2024, with $1 million to $10 million in assets and $10 million to
$50 million in liabilities. Alain Baume, president, signed the
petition.
William M. Hawkins, Esq., at Loeb & Loeb, LLP represents the Debtor
as legal counsel.
HEBNER DIESEL: Seeks to Hire Galloway Wetterman as Attorney
-----------------------------------------------------------
Hebner Diesel Performance, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Alabama to employ
Galloway, Wetterman & Reutens, LLP as attorney.
The firm will provide these services:
(a) advise the Debtor with respect to its powers and duties;
(b) protect the interest of the Debtor in connection with
lawsuits filed;
(c) prepare legal papers; and
(d) perform all other legal services.
The firm will be paid at the rate of $275 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
J. Willis Garrett, Esq., a partner at Galloway, Wettermark &
Rutens, LLP, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
J. Willis Garrett, Esq.
Galloway, Wettermark & Rutens, LLP
3263 Cottage Hill Road
Post Office Box 16629
Mobile, AL 36616-0629
Tel: (251) 476-4493
About Hebner Diesel Performance, Inc.
Hebner Diesel Performance, Inc., doing business as Hurricane,
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. Ala. Case No. 24-11168) on May 13, 2024, with up to
$50,000 in assets and up to $1 million in liabilities.
Judge Henry A. Callaway presides over the case.
J. Willis Garrett, III, Esq., at Galloway, Wettermark & Rutens, LLP
represents the Debtor as legal counsel.
HERITAGE 10: Seeks to Hire Colliers as Tax Appeal Representative
----------------------------------------------------------------
Heritage 10 W Tasman, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of California to employ Colliers
International, Detroit, LLC dba Colliers International as real
property tax appeal representative.
The firm will assist the Debtor in prosecuting an appeal involving
the real property taxes applied to a certain real property located
at 10 W. Tasman Drive in San Jose, California (the Debtor's chief
asset) for tax years 2021 and 2022. A non-attorney may prosecute a
real property tax appeal.
The Debtor has agreed to pay the firm a service fee equal to 25
percent of any savings achieved.
Colliers International is a disinterested person and neither
represents nor holds any interest adverse to the Debtor, its
estate, according to court filings.
The firm can be reached through:
Joshua T. Shillair
Colliers International, Detroit, LLC
dba Colliers International
399-373 E Washington St
Ann Arbor, MI 48104
Phone: (734) 994-3100
About Heritage 10 W Tasman, LLC
Heritage 10 West Tasman, LLC filed its voluntary Chapter 11
petition (Bankr. N.D. Cal. Lead Case No. 24-50488) on Apr. 5, 2024.
In the petition signed by DH Daehyun Kang, managing member, the
Debtor disclosed up to $50 million in both assets and liabilities.
Judge Dennis Montali oversees the cases.
Binder Malter Harris & Rome-Banks, LLP serves as the Debtor's
counsel.
HILLTOP WEST: Hires CTRE LLC as Real Estate Broker
--------------------------------------------------
Hilltop West Holding Corp. seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to employ CTRE LLC
d/b/a Berkshire Hathaway Home Homeservices New York Properties as
real estate broker.
The firm will market and sell the Debtor's real property located at
70 Roa Hook Road, Cortlandt, NY 10567.
The firm will be paid a commission of 6 percent of the sales
price.
Sebastian Aliberti, a partner at CTRE LLC d/b/a Berkshire Hathaway
HomeServices New York Properties, 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:
Sebastian Aliberti
CTRE LLC d/b/a Berkshire Hathaway
HomeServices New York Properties
484 White Plains Rd, # 1
Eastchester, NY 10709
Tel: (914) 779-1700
About Hilltop West Holding Corp.
Hilltop West is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)).
Hilltop West Holding Corp. in Cortlandt Manor, NY, filed its
voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 24-22324) on April 15, 2024, listing as much as $1 million to
$10 million in both assets and liabilities. Steven Auth as
president, signed the petition.
Judge Sean H. Lane oversees the case.
LAW OFFICE OF JAMES J. RUFO serve as the Debtor's legal counsel.
HONEY DO FRANCHISING: Case Summary & Eight Unsecured Creditors
--------------------------------------------------------------
Debtor: Honey Do Franchising Group, Inc.
1600 West State Street
Bristol, TN 37620
Chapter 11 Petition Date: June 14, 2024
Court: United States Bankruptcy Court
Eastern District of Tennessee
Case No.: 24-50596
Judge: Hon. Rachel Ralston Mancl
Debtor's Counsel: Brenda G. Brooks, Esq.
MOORE & BROOKS
6223 Highland Place Way
Ste 102
Knoxville, TN 37919-4035
Tel: (865) 450-5455
Fax: (865) 622-8865
Email: bbrooks@moore-brooks.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Thomas Brad Fluke as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's eight unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/AVRUDVQ/Honey_Do_Franchising_Group_Inc__tnebke-24-50596__0001.0.pdf?mcid=tGE4TAMA
HUNT COS: S&P Upgrades ICR to 'BB' on Low Leverage, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Hunt Cos.
Inc. to 'BB' from 'BB-'. Additionally, S&P raised its issue-level
ratings on Hunt's senior secured debt to 'BB' from 'BB-'. The
recovery rating of '3' (55% rounded) remains unchanged.
The stable outlook reflects S&P's expectation for the company to
operate with an LTV ratio of 20%-30% during the next 12 months
while portfolio quality, liquidity, and diversification remain
unchanged.
The company has consistently operated with an LTV ratio below 30%.
Given Hunt's financial policy and operating history, S&P does not
anticipate any meaningful debt increases over the next 12 months.
Environmental, Social, And Governance
S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of Hunt. The company's
numerous legal entities and business units add a layer of
organizational complexity and potential risk. Reporting is less
transparent than peers' because Hunt consists of several
consolidated and unconsolidated joint ventures. It is a privately
held family-owned company. Its holdings (while illiquid) are
adequately diversified across real-estate investment management,
asset managers, homebuilders and developers, engineering and
construction, and unregulated utility services.
"Our simulated default scenario incorporates a default in 2029,
driven by significant stress in Hunt's portfolio, which would slash
the value of the company's investments, eliminate dividend income,
and remove cash outstanding. We believe the value in a distressed
scenario would come only from Hunt's portfolio. We have therefore
valued the company through a discrete asset valuation of its
holdings."
-- A substantial decline in Hunt's investments such that all
equity cushion is eliminated.
-- The remaining portfolio is distressed and largely illiquid,
requiring an additional discount to be sold in a liquidation
process.
-- Distributions from portfolio companies are eliminated and Hunt
burns through its cash.
-- 85% usage of the $90 million secured revolving credit
facility.
-- Simulated year of default: 2029
-- Realization rate of portfolio value: 70%
-- Net enterprise value (after 5% administrative costs): $447
million
-- Priority claims: $79 million
-- Value available to secured note: $367 million
-- Secured note claims: $652 million
--Recovery expectations: 55% (rounded) / '3' recovery rating
Note: All debt amounts include six months of prepetition interest.
IBF RETAIL: Hires Joyce W. Lindauer Attorney as Counsel
-------------------------------------------------------
IBF Retail Properties III LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to employ Joyce
W. Lindauer Attorney, PLLC to serve as legal counsel in its Chapter
11 case.
The firm's hourly rates are as follows:
Joyce W. Lindauer, Esq. $495 per hour
Sydney Ollar, Esq. $295 per hour
Laurance Boyd, Esq. $250 per hour
Dian Gwinnup $225 per hour
Paralegals $75 to $225 per hour
The Debtor paid a filing fee of $16,800.
Joyce Lindauer, Esq., the owner of the law firm, disclosed in a
court filing that she is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Joyce W. Lindauer, Esq.
Joyce W. Lindauer Attorney, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Telephone: (972) 503-4033
Facsimile: (972) 503-4034
Email: joyce@joycelindauer.com
About IBF Retail Properties III LLC
IBF Retail Properties is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
IBF Retail Properties III LLC in Fort Worth TX, filed its voluntary
petition for Chapter 11 protection (Bankr. N.D. Tex. Case No.
24-41497) on April 30, 2024, listing as much as $1 million to $10
million in both assets and liabilities. Raheel Bhai as CEO, signed
the petition.
Judge Mark X. Mullin oversees the case.
JOYCE W. LINDAUER ATTORNEY, PLLC serve as the Debtor's legal
counsel.
ILUSTRATO PICTURES: Posts $1.95MM Loss for Quarter Ended March 31
-----------------------------------------------------------------
Ilustrato Pictures International Inc. filed with the U.S.
Securities and Exchange Commission its Quarterly Report on Form
10-Q reporting a net loss attributable to common stockholders of
$1,951,939 for the three months ended March 31, 2024, compared to a
net loss attributable to common stockholders of $1,200,585 for the
three months ended March 31, 2023.
The Company's revenue decreased to $1,099,000 for the three months
ended March 31, 2024, from $1,652,161 in 2023.
As of March 31, 2024, the Company had $79,809,667 in total assets,
$42,487,746 in total liabilities, and $37,321,921 in total
stockholders' equity.
Management believes the Company needs to raise additional capital
for working capital purpose. However, there is no assurance that
such financing will be available in the future.
A full-text copy of the Company's Form 10-Q is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1496383/000121390024050819/ea0207386-10q_ilustrato.htm
About ILUS
Ilustrato Pictures International Inc. is a corporation registered
in Nevada and operating out of New York and Dubai. The company has
acquired and integrated businesses in the global industries of
technology, engineering, and manufacturing, with a specific focus
on public safety. ILUS has a history of developing and
manufacturing Emergency Services products, including Emergency
Response vehicles, Special Vehicle conversions, Commercial EVs, and
IoT Technology. Additionally, the company intends to acquire
complimentary companies that have disruptive technology and strong
management, with the potential for rapid growth that may benefit
from cross-pollination of territories, products, and skills offered
by ILUS's other group companies. ILUS operates as a holding
company, leveraging its subsidiaries to engage in public safety,
technology, engineering, and manufacturing.
As of December 31, 2023, the Company had $62,487,166 in total
assets, $32,579,545 in total liabilities, and $29,987,621 in total
stockholders' equity.
Ahmedabad, India-based Pipara & Co LLP, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
May 1, 2024, citing that the Company suffered losses from
operations in CY 2023, and CY 2022, and has a net capital
deficiency in the period ended December 31, 2023, and 2022 that
raises substantial doubt about its ability to continue as a going
concern.
INCA ONE: Court Extends CCAA Stay Period Until July 22
------------------------------------------------------
Inca One Gold Corp. ("Inca One" or the "Company") announced that,
further to the Company's June 4, 2024 press release, on June 13,
2024, the Supreme Court of British Columbia extended the Stay
Period under the Initial Order until
July 22, 2024.
Additional information regarding the CCAA proceeding can be found
on the Monitor's website at
http://cfcanada.fticonsulting.com/incaone.
About Inca One
Inca One Gold Corp. -- http://www.incaone.com-- (TSXV: INCA.H)
(OTC Pink: INCAF) (FSE: SU92) is an established gold producer
operating two permitted, gold mineral processing facilities in
Peru. The Company possesses a combined 450 TPD permitted operating
capacity at its two fully integrated plants, Chala One and Kori
One, generating over US$200 million in sales from its processing
operations. Inca One is led by an experienced and capable
management team that has established the Company as a trusted
leader in servicing permitted, Artisanal and Small-scale Gold
Miners (ASGM). Peru is one of the world's largest producers of
gold, and its ASGM sector is estimated by government officials to
be valued in the billions of dollars annually. Through the
Company's partnerships with the UN backed PlanetGold Program and
the Swiss Better Gold Initiative, Inca One supports the sustainable
development and mining practices of the ASGM sector and the
responsible gold supply chain from mine to market.
INDIVA LIMITED: Obtains Creditor Protection Under CCAA
------------------------------------------------------
Indiva Limited ("Indiva") on June 13 disclosed that Indiva and its
subsidiaries (collectively, the "Indiva Group") have been granted
an order (the "Initial Order") from the Ontario Superior Court of
Justice (Commercial List) (the "Court") under the Companies'
Creditors Arrangement Act (the "CCAA"), in order to restructure
their business and financial affairs.
Due to, among other things, the fragmentation of the cannabis
industry, financial underperformance and pressures resulting from
obligations owing to creditors, the Indiva Group has incurred
cumulative losses. After careful consideration of all available
alternatives including undertaking a strategic review which was
unsuccessful in identifying a suitable acquirer or raising
sufficient capital to fund certain liabilities, the board of
directors of each member of the Indiva Group determined that it was
in the best interest of the Indiva Group and its stakeholders to
seek creditor protection under the CCAA.
The Initial Order provides for, among other things, a stay of
proceedings in favour of the Indiva Group, the approval of
debtor-in-possession financing ("DIP Financing") and the
appointment of PricewaterhouseCoopers Inc. as monitor of the Indiva
Group (in such capacity, the "Monitor"). In addition, the Initial
Order provides Indiva with relief from certain reporting
obligations under securities legislation and stock exchange rules.
Bennett Jones LLP is acting as counsel for the Indiva Group in its
CCAA proceedings.
The stay of proceedings and DIP Financing will provide the Indiva
Group with the time and stability required to consider potential
restructuring transactions and maximize the value of its assets for
the benefit of its creditors and other stakeholders. This may
include the sale of all or substantially all of the business or
assets of the Indiva Group through a court-supervised sales
process.
In that regard, the Indiva Group intends to seek Court approval to
launch a sale and investment solicitation process for its business
and assets (the "SISP") in the near term. The SISP is expected to
be administered by the Monitor. In connection with the SISP, Indiva
expects to enter into a transaction with SNDL Inc., an existing
creditor and significant stakeholder of the Indiva Group, to
acquire substantially all of the business and assets of the Indiva
Group (the "Stalking Horse Transaction"). The Stalking Horse
Transaction is expected to act as the stalking horse bid in the
SISP. Additional details in respect of the SISP and the potential
Stalking Horse Transaction will be disclosed when available.
The business operations of the Indiva Group will not be interrupted
as a result of the CCAA proceedings. It is expected that the Indiva
Group will emerge from creditor protection as a stronger company
with a healthier balance sheet.
In addition, Indiva also announced that Rachel Goldman resigned
from the board of Indiva on June 12, 2024, prior to the board
resolving to commence proceedings under the CCAA.
Trading of Indiva's common shares on the TSX Venture Exchange (the
"TSXV") may be halted for a period of time and, as a result of
having filed for protection under the CCAA, Indiva may be suspended
or delisted by the TSXV.
Additional information regarding the CCAA proceedings -- including
all of the Court materials filed in the CCAA proceedings -- may be
found at the Monitor's website: www.pwc.com/ca/indiva
About Indiva Limited
Indiva (TSXV:NDVA) is Canada's #1 producer of cannabis edibles. The
Company's brands include Pearls by Groen, No Future Gummies and
Vapes, Bhang Chocolate, Indiva Blips Tablets, Indiva Doppio
Sandwich Cookies, and Indiva 1432 Chocolate. Indiva manufactures
its products in its state-of-the-art facility in London, Ontario,
and has a corporate workforce remotely distributed across Canada.
INVINCIPLEX LLC: Hires Galloway Wettermark & Reutens as Attorney
----------------------------------------------------------------
Invinciplex, LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of Alabama to employ Galloway, Wetterman &
Reutens, LLP as attorney.
The firm will provide these services:
(a) advise the Debtor with respect to its powers and duties;
(b) protect the interest of the Debtor in connection with
lawsuits filed;
(c) prepare legal papers; and
(d) perform all other legal services.
The firm will be paid at the rate of $275 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
J. Willis Garrett, Esq., a partner at Galloway, Wettermark &
Rutens, LLP, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
J. Willis Garrett, Esq.
Galloway, Wettermark & Rutens, LLP
3263 Cottage Hill Road
Post Office Box 16629
Mobile, AL 36616-0629
Tel: (251) 476-4493
About Invinciplex, LLC
Invinciplex offers fully furnished and appointed corporate
apartments for short-term and medium-term rentals as an alternative
to staying in a hotel.
Invinciplex, LLC in Mobile, AL, filed its voluntary petition for
Chapter 11 protection (Bankr. S.D. Ala. Case No. 24-10939) on April
16, 2024, listing as much as $1 million to $10 million in both
assets and liabilities. Michael A. Harry as executuve director,
signed the petition.
GALLOWAY, WETTERMARK & RUTENS, LLP serve as the Debtor's legal
counsel.
ISUN INC: U.S. Trustee Appoints Creditors' Committee
----------------------------------------------------
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of iSun, Inc.
and its affiliates.
The committee members are:
1. Tesla, Inc.
Attn: Seth Fortenbery
1 Tesla Rd
Austin, TX 78725
Phone: 512-996-7981
Email: sfortenbery@tesla.com
2. Opsun Systems Inc.
Attn: Francois Gilles-Gagnon
450-979 Avenue de Bourgogne Quebec
Quebec, Canada, G1W2L4
Email: fgillesgagnon@opsun.com
3. T Ford Company
Attn: William Peach
124 Tenney Street
Georgetown, MA 01833
Phone: 978-352-1454
Fax: 978-352-7943
Email: bill@tford.com
4. GameChange Solar Corp.
Attn: Mark Gibbens
230 East Avenue, Suite 100
Norwalk, CT 06855
Phone: 203-769-3900
Email: legal@gamechangesolar.com
5. Ridgeback Solar
Attn: Ryan Mallgrave
518 N Holly Street
Philadelphia, PA 19104
Phone: 215-669-9245
Email: rmallgrave@ridgebacksolar.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About iSun Inc.
iSun, Inc. (doing business as iSun) is a provider of solar energy
services and infrastructure. Its services include solar, storage
and electric vehicle infrastructure, design, development and
professional services, engineering, procurement, installation, O&M
and storage.
iSun and 11 of its affiliates sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11144) on
June 3, 2024. In the petition signed by Jeff Peck as president and
chief executive officer, iSun disclosed as much as $50,000 in
assets and liabilities.
Judge Thomas M. Horan oversees the cases.
The Debtors tapped Gellert Seitz Busenkell & Brown, LLC as general
reorganization counsel; and England & Company as investment banker
and advisor. EPIQ Corporate Restructuring, LLC is the Debtors'
claims and noticing agent.
JRNY COUNSELING: 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 JRNY
Counseling, LP.
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 JRNY Counseling
JRNY Counseling, LP filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 24-02923) on June
4, 2024, with up to $50,000 in assets and up to $500,000 in
liabilities.
Judge Jeffrey J. Graham presides over the case.
Shawn Brock, Esq., at Brock Legal, LLC represents the Debtor as
legal counsel.
KRONOS ACQUISITION: S&P Affirms 'B-' ICR, Outlook Stable
--------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on
Concord, Ontario-based Kronos Acquisition Holdings Inc. (KIK). At
the same time, S&P assigned its 'B-' issue-level rating and '4'
recovery rating to its proposed first-lien secured term loan and
secured debt and its 'CCC' issue-level rating and '6' recovery
rating to its proposed unsecured debt. The '4' recovery rating
indicates its expectation for average (30%-50%; rounded estimate:
45%) recovery in the event of a payment default. The '6' recovery
rating indicates its expectation for negligible (0%-10%; rounded
estimate: 0%) recovery in the event of a default.
The stable outlook reflects the prospects for a steady expansion in
KIK's top-line revenue and margin as it ramps up its Lake Charles
facility and implements management's cost-reduction initiatives.
The outlook also reflects S&P's expectation that the company will
sustain debt to EBITDA in the 6.5x-7x range and EBITDA interest
expense in the 1.4x-1.6x range over the next 12 months, supported
by its improved EBITDA generation.
KIK has signed a deal to sell its automotive segment and also plans
to recapitalize its balance sheet. S&P expects the company will pay
sizable dividends and modestly reduce its balance sheet debt
through these transactions.
S&P said, "We expect KIK will reduce its leverage to 7x over the
next 12 months. Through the issuance of this new debt, the company
will address its 2026-2027 maturities, which--in our
view--mitigates its refinancing risk. We also expect the $850
million of proceeds from the sale of KIK's automotive segment will
be sufficient to cover the dividends, fees, and taxes associated
with the sale and reduce its balance sheet debt. We expect the
company's debt to EBITDA will weaken to 8.4x (as of March 31, 2024,
excluding the automotive segment) following the sale due to the
loss of EBITDA despite its similar levels of adjusted debt.
However, we expect KIK will reduce its leverage to about 7x by the
end of 2024 by significantly improving its EBITDA.
"Our forecast for an increase in the company's EBITDA reflects our
expectation for the ramp-up and full utilization of its Lake
Charles facility, a reduction in the expenses associated with its
purchases of Trichloroisocyanuric acid from third parties,
management's cost-reduction initiatives, and a drop in its
restructuring costs. However, we expect KIK will maintain
aggressive financial policies and believe its financial sponsors
will continue to undertake tuck-in acquisitions or debt-funded
dividend recapitalizations, which may preclude any significant debt
reduction. Therefore, we forecast the company's debt to EBITDA will
remaining in the 6.5x-7x range over the next few years.
"Following the transactions, we expect KIK's EBITDA will decline
but anticipate it will exhibit stronger margins. We anticipate the
company will steadily expand its EBITDA over the 12 months
following the transactions but do not believe it will fully offset
the lost EBITDA from the sale of its auto segment. Amid the current
macroeconomic headwinds, we expect mid- to lower-income consumers
will trade down to private-label or mid-tier products, which will
support KIK's household segment. At the same time, we believe the
company pool segment will remain resilient because pool maintenance
is less discretionary, given the high costs associated with
foregoing regular maintenance. We also believe industry retail
pricing has stabilized and that promotions have returned to a more
normal cadence.
"We expect the operational ramp up and full utilization of the Lake
Charles facility will likely support a steady increase in KIK's
revenue over the next 12 months and estimate its S&P Global
Ratings-adjusted EBITDA margin will expand by 100 basis points
(bps) to the low- to mid-17% range in 2024, which compares with
16.2% in fiscal year 2023. We forecast these improvements will stem
from a strong product mix, the premiumization of various categories
in its Household segment, the realization of benefits from
management's pricing initiatives, and lower supply chain and
restructuring costs. Furthermore, we expect the company will expand
its EBITDA margin to the mid-18% area in fiscal year 2025 as it
benefits from its previously implemented pricing initiatives, as
well as declining input costs and improved supply chain
conditions.
"We continue to assess KIK's business risk profile as weak. Due to
the sale of its automotive segment, we view the company's business
as less diverse because it is now concentrated in the household and
pool segments, which have no correlation with the automotive
segment. However, despite its limited pricing power, we expect
KIK's business prospects in the household and pool segment will
benefit from its good market position and increased product
diversity in an otherwise fragmented, competitive, and mature
industry with low growth potential. The company mainly competes
against large multinational players that have greater financial
flexibility and diversity. This limits KIK's ability to pass
through increases in its costs, whether for raw materials or
freight, in a shorter period. Moreover, commodity price
fluctuations could force the company to delay its price
realizations or offer additional promotions or enhanced products at
a higher cost, which would likely reduce its EBITDA and cash flow
and pressure its credit metrics.
"Higher funding costs for the new debt will increase KIK's overall
cash interest burden and reduce its free operating cash flow (FOCF)
generation. We expect the refinancing will increase the company's
interest expense. Due to the increased funding costs for its new
debt, we expect KIK's S&P Global Ratings-adjusted EBITDA interest
expense will be about $200 million in 2024 (up from $190 million in
2023), which weaken its coverage ratios. We forecast the company's
2024 EBITDA interest coverage will be about 1.4x, which compares
with 1.7x in 2023. We also forecast the loss of the automotive
segment will cause KIK's FOCF to decline to break even in fiscal
year 2025, which will leave it with a limited cushion for an
underperformance at the current rating. The company's FOCF is
highly susceptible to lower-than-expected EBITDA margins, larger
working capital outflows, or higher funding costs than those we
incorporated in our analysis.
"The stable outlook on KIK reflects our expectation that it will
achieve full utilization at its Lake Charles facility in 2024,
which will lead to a steady expansion in its top-line revenue. We
also expect the company's cost-reduction initiatives will support a
sustained expansion in its EBITDA margin. We forecast KIK will
improve its debt to EBITDA to 7x by 2024 and sustain leverage in
the 6.5x-7x range and EBITDA interest coverage in the 1.4x-1.6x
range thereafter."
S&P could lower its ratings on KIK if a weak performance leads to a
material FOCF deficit or triggers a liquidity shortfall, which
would weaken its credit measures. Specifically, S&P would downgrade
the company if:
-- It sustains S&P Global Ratings-adjusted debt to EBITDA of well
above 7x; and
-- Its S&P Global Ratings-adjusted interest coverage approaches
1x.
S&P could raise its ratings on KIK if:
-- It increases its S&P Global Ratings-adjusted EBITDA by
improving its operations and expanding Lake Charles such that it
generates a better-than-expected level of profitability. Under this
scenario, S&P would expect the company to sustainably maintain debt
to EBITDA of below 6x and interest coverage of more than 2x; and
-- The sponsor prioritizes deleveraging with cash flow, rather
than debt-funded acquisitions and dividends, over the long term.
LITIGATION PRACTICE: Amends Plan; Confirmation Hearing August 15
----------------------------------------------------------------
The Chapter 11 trustee of the Litigation Practice Group P.C. and
the Official Committee of Unsecured Creditors submitted a
Disclosure Statement for First Amended Joint Chapter 11 Plan of
Liquidation dated June 3, 2024.
On July 7, 2023, the Trustee filed a motion (the "Sale Motion") to
approve a sale of substantially all of the Debtor's assets.
The bidding process resulted in the selection of Morning Law Group
("MLG") as the winning bidder, pursuant to that certain Agreement
of Purchase and Sale and Joint Escrow Instructions by and between
the Trustee and MLG (the "Purchase Agreement").
The Plan Proponents project that recoveries under the Purchase
Agreement will be materially less than the top line projected
estimate existing as of the time of the sale hearing, largely
because: (i) MLG encountered significant difficulty in maintaining
the number of Active Executory Contracts and; (ii) due to the
Monitor's position concerning the timing within which MLG was
permitted to begin outreach and recovery of the Inactive Executory
Contracts.
Specifically, following detailed financial analysis, the Plan
Proponents believe that the ultimate recovery (excluding the
deposit) under the earn-out portion of the Sale Transaction will be
approximately $8.6 million. Accordingly, the combined recovery
under the Sale Transaction, including the deposit, is estimated at
approximately $14.1 million. This projected recovery is subject to
significant variables, including the success of MLG's continued
efforts to retain additional former consumer clients, and may be
subject to material change.
The Plan Proponents and their financial advisors are working
closely with MLG to monitor MLG's performance under the terms of
the Purchase Agreement and financial issues that may impact the
ultimate recovery to the Estate.
In the course of these discussions, the Plan Proponents have
identified several potential points of dispute between the Estate
and MLG concerning interpretations of the Purchase Agreement,
including: (i) the point at which MLG is required to begin
remitting earnout payments to the Estate; (ii) the basis for the
calculation of the earn-out; and (iii) the extent of any applicable
offset rights granted to MLG under the Purchase Agreement. The
Estate continues to work closely with MLG on these issues and, to
the extent the Estate is unable to reach a resolution, the Estate
will retain all claims under the Purchase Agreement.
Class 3A is comprised of all Holders of General Unsecured Claims.
Unless the Holder of an Allowed Class 3A Claim agrees to less
favorable treatment, the Holder of an Allowed Class 3A Claim will
receive on the Effective Date a Trust Beneficial Interest in the
amount of such Allowed Class 3A Claim and become a Trust
Beneficiary in full and final satisfaction of its Allowed Class 3A
Claim.
Class 3B is comprised of any former client of the Debtor that is
the Holder of a properly Filed and supported General Unsecured
Claim otherwise treatable under Class 3A of the Plan that elects
treatment as a member of Class 3B in lieu of treatment in Class 3A.
Unless the Holder of an Allowed Class 3B Claim agrees to less
favorable treatment, the Holder of an Allowed Class 3B Claim that
elects to treatment in Class 3B will receive on the Effective Date
a Trust Beneficial Interest equal to 30% of the amounts, reflected
in the Debtor's books and records, that were paid to and received
by the Debtor from such former client.
Electing treatment in Class 3B and accepting an Allowed Class3B
Claim does not entitle such Holder to payment in full of such Class
3B Claim, which will be paid Pro Rata with all Allowed Class 3A and
Class 3B Claims. Such Holder of an Allowed Class 3B Claim will
become a Trust Benficiary in full and final satisfaction of its
Allowed Class 3B Claim. A Holder's affirmative election to
participate in Class 3B will be deemed a vote in favor of the
Plan.
Holders of Class 3B Claims will be deemed to have expressly waived
any other General Unsecured Claim in excess of the Allowed amount
of such Holder's Class 3B Claim. Moreover, such Holder of an
Allowed Class 3B Claim expressly waives all claims, rights, and
defenses that would otherwise exist against the Estate. In exchange
for the foregoing waiver and release, the Estate and Liquidating
Trust will expressly waive any objection to a Class 3B Claim except
for objections based on failure to timely file such Claim.
The Debtor shall be dissolved, under applicable non-bankruptcy law,
on the Effective Date or as soon thereafter as is practicable to
accomplish the purposes of the Plan. The Debtor's interests and
rights shall be vested, for all purposes, in the Liquidating
Trust.
Upon entry of a Confirmation Order, a Liquidating Trust Agreement
in a form approved by the Bankruptcy Court shall be executed, and
all other necessary steps shall be taken to establish the
liquidating trust (the "Liquidating Trust") and the Trust
Beneficial Interests therein, which shall be for the benefit of all
creditors entitled to Trust Beneficial Interests under the Plan.
The hearing at which the Bankruptcy Court will determine whether or
not to confirm the Plan (the "Confirmation Hearing") will take
place on August 15, 2024, at 10:00 a.m.
The Court has fixed July 3, 2024 (the "Voting Deadline") as the
deadline by which all Ballots for accepting or rejecting the Plan
must be received. Objections to confirmation of the Plan must be
filed no later than July 31, 2024.
A full-text copy of the Disclosure Statement dated June 3, 2024 is
available at https://urlcurt.com/u?l=lMUiil from PacerMonitor.com
at no charge.
General Counsel for Chapter 11 Trustee Richard A. Marshack:
D. Edward Hays, Esq.
Laila Masud, Esq.
MARSHACK HAYS WOOD LLP
870 Roosevelt
Irvine, CA 92620
Tel: (949) 333-7777
Fax: (949) 333-7778
E-mail: ehays@marshackhays.com
lmasud@marshackhays.com
Counsel for Official Committee of Unsecured Creditors:
Keith C. Owens, Esq.
Nicholas A. Koffroth, Esq.
FOX ROTHSCHILD LLP
10250 Constellation Blvd., Suite 900
Los Angeles, CA 90067
Tel: (310) 598-4150
Fax: (310) 556-9828
E-mail: kowens@foxrothschild.com
nkoffroth@foxrothschild.com
About The Litigation Practice Group
The Litigation Practice Group P.C. sought protection for relief
under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
23-10571) on March 20, 2023, with as much as $1 million in both
assets and liabilities. Judge Scott C. Clarkson presides over the
case.
The Debtor tapped Khang & Khang, LLP as legal counsel and Grobstein
Teeple, LLP as accountant.
The U.S. Trustee for Region 16 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee is represented by Fox Rothschild, LLP.
LITTLE FALLS: Secured Lender Files Sale Plan
--------------------------------------------
Secured Lender Fairbridge Real Estate Investment Trust, LLC f/k/a
Realfi Real Estate Investment Trust, LLC, filed with the U.S.
Bankruptcy Court for the Southern District of New York a Disclosure
Statement in connection with Chapter 11 Plan for Little Falls
Garden Apartments, LLC dated June 3, 2024.
The Debtor is a limited liability company that owns the real
property known as and located at 759 East Monroe Street Extension,
Little Falls, New York (the "Property").
The Property offers independent low-income mature adults'
apartments which have numerous styles of private and semi-private
senior living residences including living rooms, bathrooms and
activity areas. At the Property, the tenants have the benefit of a
well-trained staff who are available for anything they may need or
want. The United States Department of Housing and Urban Development
("HUD") subsidizes approximately 75% of the rental income generated
at the Property.
On or about October 16, 2020, Secured Lender loaned $2,250,000.00
to the Debtor and to other non-debtor entities, Robinhood Property
L.L.C. ("Robinhood"), Brookview Town House LLC a/k/a Brookview Town
Houses LLC ("Brookview") and Cor Holdings, LLC ("Cor Holdings")
(the Debtor, Robinhood, Brookview, and Cor Holdings are hereinafter
collectively referred to as the "Borrowers"). Cor Holdings is the
sole member of each of the Borrowers.
The Borrowers and the Guarantor failed to cure the payment defaults
referenced in Secured Lender's July 13, 2022 notice of default. As
a result of these defaults, on September 13, 2022, Secured Lender
commenced a foreclosure action in the Supreme Court of the State of
New York, Montgomery County the (the "Foreclosure Action") seeking
to foreclose its mortgage on each of the Mortgaged Property.
On or about September 19, 2022, Secured Lender moved for the
appointment of a Receiver. On January 17, 2023, the court in the
Foreclosure Action issued an amended order (the "Receiver Order"),
appointing Peter Sciocchetti as receiver (the "Receiver") of the
Mortgaged Property.
Class 3 consists of the Allowed Claim held by general unsecured
creditors. The Plan Proponent believes that there are no such
claims in this case. Class 3 is impaired under the Plan.
On the Effective Date, or as soon as possible after such Claims
become Allowed Claims, each holder of a Class 3 General Unsecured
Claim shall receive from the Disbursing Agent, unless otherwise
agreed in writing between the Plan Proponent and the holder of such
Claim, its Pro Rata payment of the remaining Cash from the Sale
Proceeds after payment of Administrative Claims, Professional Fee
Claims, Priority Tax Claims, Class 1 Claims, and Class 2 Claims;
provided, however, if the amount of such remaining Cash from the
Sale Proceeds available to pay Allowed Class 5 Claims is less than
$50,000.00, Secured Lender will fund the GUC Contribution for the
Pro Rata distribution to Class 3 General Unsecured Claims pursuant
to Section 4.3 of the Plan. Class 3 Claims are Impaired.
Class 4 consists of Equity Interests. On the Effective Date, all
Interest Holders shall retain the value of their Interests that may
exist as to any remaining balance of Cash, if any, after payment in
full of all Allowed Claims and Classes of Claims against the
Debtor. Interests of Equity shall not be extinguished, and the
Debtor shall remain responsible for either managing or winding down
its own affairs, without interfering with the Disbursing Agent's
performance under the Plan. Class 4 Equity Interests are impaired
under the Plan.
Payments under the Plan will be paid from either the Sale Proceeds,
Cash turned over by the Debtor to the Disbursing Agent and/or Cash
to be contributed by Secured Lender. The Sale Transaction will be
implemented pursuant to sections 363 and 1123(a)(5)(D) of the
Bankruptcy Code and the Terms and Conditions of Sale.
Prior to or on the Effective Date, the Property shall be sold to
the Purchaser, pursuant to sections 363(f), 1123(a)(5)(D), and
1141(c) of the Bankruptcy Code free and clear of all Liens (except
permitted encumbrances as determined by the Purchaser, which may
include the existing mortgage lien of Secured Lender, in Secured
Lender's sole discretion), with any such Liens, Claims and
encumbrances to attach to the Sale Proceeds and disbursed in
accordance with the provisions of the Plan. Secured Lender shall
have the right, but not the obligation, to provide for an
assignment of its Mortgage and an assumption by Purchaser in
connection with the Sale Transaction.
A full-text copy of the Disclosure Statement dated June 3, 2024 is
available at https://urlcurt.com/u?l=4DeXl9 from PacerMonitor.com
at no charge.
Attorneys for Secured Lender Fairbridge Real Estate:
Sahn Ward Braff Koblenz Coschignano PLLC
Andrew Roth, Esq.
Joel M. Shafferman, Esq.
333 Earle Ovington Blvd Ste 601,
Uniondale, New York 11553
About Little Falls Garden Apartments, LLC
Little Falls owns multiple dwelling property located at 759 E
Monroe St Little Falls, NY valued at $5.25 million based on rental
income.
Little Falls Garden Apartments, LLC in Mountain Dale, NY, filed its
voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 23-36006) on December 4, 2023, listing $5,249,920 in assets and
$2,602,839 in liabilities. David Raven as sole member, signed the
petition.
RAGUES PLLC serve as the Debtor's legal counsel.
LIVINGSTON TOWNSHIP: Taps Heritage Commercial as Leasing Agent
--------------------------------------------------------------
Livingston Township Fund One, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Mississippi to employ
Christine Greenlee of Heritage Commercial & Land Company, LLC as
its leasing agent.
Ms. Greenlee, an agent at Heritage, will be paid a commission of 6
percent of the total base rent for the 3 year term, to be paid when
the first month's rent is due for retail space located at 1150 Old
Cedars Lane, Suite B, Flora, Mississippi.
Ms. Greenlee disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Christine Greenlee
Heritage Commercial & Land Company, LLC
464 Church Rd., Suite 700
Madison, MS 39071
Telephone: (601) 941-3035
Email: greenleechristine19@gmail.com
About Livingston Township Fund One, LLC
Livingston Township Fund One, LLC filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Miss. Case No.
23-02573) on Nov. 6, 2023, with $1 million to $10 million in both
assets and liabilities. Michael Bollenbacher, managing member,
signed the petition.
Judge Jamie A. Wilson oversees the case.
The Debtor tapped Eileen N. Shaffer, Esq., as legal counsel and
Andrew J. Clark, Esq., at Jernigan Copeland Attorneys, PLLC as
special counsel.
LLT MANAGEMENT: Faces Talcum Powder Users' Class Action in N.J.
---------------------------------------------------------------
Plaintiffs who are at increased risk of ovarian cancer due to
long-term use of Johnson & Johnson's Baby Powder have filed a class
action lawsuit in New Jersey federal court seeking to hold Johnson
& Johnson and a number of corporate subsidiaries and executives
responsible for future liability and to establish a
court-supervised system to monitor the ongoing health condition of
talcum powder users.
The proposed class action alleges that the defendants had knowledge
of the presence of asbestos and other carcinogenic substances in
the company's talcum powder products, including the Johnson's Baby
Powder and Shower to Shower brands, but chose to suppress that
evidence and failed to inform the public about the health risks.
"It is an unconscionable tragedy that this company deliberately
chose to deny and conceal evidence of the risks of talc and insist
through its marketing that women can safely use the products," says
Leigh O'Dell of the Beasley Allen Law Firm.
The motion requests compensatory and punitive damages, as well as
the establishment of a medical monitoring program to support the
early detection of the disease, which affects an estimated 20,000
women annually in the United States.
"By pursuing this class action, we intend to ensure that J&J cannot
abandon its responsibility, not only to women who currently suffer
from ovarian cancer due to talc, but also to all of those future
victims who are at increased risk because of the dangerous
constituent ingredients -- including asbestos -- that have been
present in talc for more than 50 years," says Andy Birchfield of
Beasley Allen.
J&J recently announced the pursuit of a prepackaged bankruptcy plan
to shed responsibility for talc claims in an unspecified federal
court in Texas. Two previous bankruptcy filings by the company have
been denied by the courts in New Jersey, where J&J is
headquartered.
"The inadequate funding of this bankruptcy ploy doesn't
realistically address the needs of women who could develop ovarian
cancer in the future because of past baby powder use," says Chris
Tisi of Levin Papantonio Rafferty. "A key objective of this
complaint is to protect those women."
In another class action, brought by a separate group of plaintiffs
in the same court, plaintiffs filed a motion for a temporary
restraining order and argued that the company's actions, including
the proposed third bankruptcy filing, are designed to delay justice
and reduce the funds available to compensate victims. Those claims
highlight the broader concerns expressed by legislators and legal
experts about the use of bankruptcy protections by financially
solvent companies to evade legal responsibilities for tort claims.
Also outlined in the filing is a timeline covering more than 20
years of J&J's deliberations about eliminating talc from the
company's products and transitioning to cornstarch as the primary
ingredient. According to the most recent lawsuit, the company
abandoned that strategy.
On May 19, 2020, J&J announced that it would stop the sale of all
talc-based products in the United States and Canada. Two years
later, the company announced the worldwide discontinuation of sale
of all talc-based products by 2023.
In addition, the filing summarizes the scientific evidence
supporting an association between talc and ovarian cancer, findings
which were first published in the medical literature in 1971. Since
the first epidemiologic study on talc powder use in the female
genital area was published in 1982, dozens of other scientific
studies have shown an elevated risk for ovarian cancer associated
with genital talc use in women, as well as biologically plausible
explanations as to how genital talc use can cause ovarian cancer.
The plaintiffs in the proposed class action are represented by a
coalition of law firms, including Anapol Weiss, Levin Papantonio
Rafferty Proctor Buchanan O'Brien Barr Mougey, Beasley Allen Crow
Methvin Portis & Miles, Ashcraft & Gerel, Burns Charest LLP, and
Levin Sedran & Berman LLP.
The motion is filed as Joni S. Bynum, et al. v LLT Management LLC
et al., No. 3:24-cv-07065 in the United States District Court for
the District of New Jersey.
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.
LOUISIANA FIRE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Louisiana Fire Extinguisher, Inc.
8339 Athens Ave.
Baton Rouge, LA 70814-2302
Chapter 11 Petition Date: June 17, 2024
Court: United States Bankruptcy Court
Middle District of Louisiana
Case No.: 24-10478
Debtor's Counsel: Noel Steffes Melancon, Esq.
THE STEFFES FIRM, LLC
13702 Coursey Blvd.
Building 3
Baton Rouge, LA 70817
Tel: 225-751-1751
Email: nmelancon@steffeslaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by John Mallory Grace, Jr., as president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/PH5HXNY/Louisiana_Fire_Extinguisher_Inc__lambke-24-10478__0003.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/OIJ7CNY/Louisiana_Fire_Extinguisher_Inc__lambke-24-10478__0001.0.pdf?mcid=tGE4TAMA
LOVESWORTH HOLDINGS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Lovesworth Holdings, Inc.
2000 Asilomar Drive
Antioch, CA 94509
Chapter 11 Petition Date: June 18, 2024
Court: United States Bankruptcy Court
Northern District of California
Case No.: 24-40909
Judge: Hon. William J. Lafferty
Debtor's Counsel: Arasto Farsad, Esq.
FARSAD LAW OFFICE, P.C.
1625 The Alameda, Suite 525
San Jose, CA 95126
Tel: 408-641-9966
E-mail: Farsadlaw1@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Samuel Ezeibe 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/DFD6DPQ/Lovesworth_Holdings_Inc__canbke-24-40909__0001.0.pdf?mcid=tGE4TAMA
LVPR LLC: Seeks to Hire LP 2 Partners as Financial Advisor
----------------------------------------------------------
LVPR, LLC seeks approval from the U.S. Bankruptcy Court for the
Eastern1 District of Texas to employ LP 2 Partners, LLC as
financial advisor.
The firm's services include:
(a) assistance in the review of financial related disclosures
required by the Court, including the Schedules of Assets and
Liabilities, the Statement of Financial Affairs and Monthly
Operating Reports;
(b) assistance with the assessment and monitoring of the
Debtor's short term cash flow, liquidity, and operating results;
(c) assistance with the review of the Debtor's potential
disposition or liquidation of both core and non-core assets (if
applicable);
(d) assistance with review of any tax issues associated with,
but not limited to, claims/stock trading, preservation of net
operating losses, refunds due to the Debtor, plans of
reorganization, and assets sales;
(e) assistance in the review of the claims reconciliation and
estimation process;
(f) assistance in the review of other financial information
prepared by the Debtor, including but not limited to, cash flow
projections and budgets, business plans, cash receipts and
disbursement analysis, asset and liability analysis, and the
economic analysis of proposed transactions for which Court approval
is sought;
(g) attendance at meetings and assistance in discussions with
the Debtor, banks, other secured lenders, the U.S. Trustee, other
parties in interest and professionals hired by the same, as
requested;
(h) assistance in the review and/or preparation of information
and analysis necessary for the confirmation of a plan and related
disclosure statement in this Chapter 11 Case;
(i) assistance in the evaluation and analysis of avoidance
actions, including fraudulent conveyances and preferential
transfers; and
(j) provision of such other general business consulting or such
other assistance as the Debtor or its counsel may deem necessary
that are consistent with the role of a financial advisor and not
duplicative of services provided by other professionals in this
proceeding.
The firm will be paid at these rates:
Partners $325 per hour
Director $205 per hour
The firm received from the Debtor a retainer of $5,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Chris Lang, a partner at LP 2 Partners, 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:
Chris Lang
LP 2 Partners, LLC
2619 Hibernia St., Office 3
Dallas, TX 75204
Tel: (214) 684-6195
Email: clang@LP2Partners.com
About LVPR, LLC
LVPR, LLC is a boutique, public relations, social media marketing,
and creative agency specializing in emerging and established Direct
to Consumer brands.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-41092) on May 17,
2024. In the petition signed by Ali Karsch, managing member, the
Debtor disclosed up to $100,000 in assets and up to $1 million in
liabilities.
Brandon Title, Esq., at Tittle Law Group, PLLC, represents the
Debtor as legal counsel.
MARINUS PHARMACEUTICALS: Amends Credit and Revenue Financing Deals
------------------------------------------------------------------
Marinus Pharmaceuticals, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that the Company
entered into an amendment to its previously disclosed Credit
Agreement and Guaranty dated as of May 11, 2021 with Oaktree Fund
Administration, LLC, as the administrative agent, and the lenders
party thereto to:
(x) remove the minimum liquidity covenant therein; and
(y) reduce the three remaining quarterly principal payments
due in 2024 thereunder by 50%.
In connection with the Second Credit Agreement Amendment, the
Company made on the Effective Date a one-time prepayment of
$15,000,000 of the outstanding tranche B loans under the Credit
Agreement, together with payment of the accrued and unpaid interest
thereon and applicable exit and prepayment fees.
Furthermore, on the Effective Date, the Company entered into that
certain First Amendment to Revenue Interest Financing Agreement to
its previously disclosed Revenue Interest Financing Agreement dated
as of October 28, 2022 with Sagard Healthcare Royalty Partners, LP,
to, among other things, remove the minimum liquidity covenant
therein so long as the obligations under the Credit Agreement are
outstanding.
Following execution of the Second Credit Agreement Amendment and
the RIFA Amendment, the Company expects cash and cash equivalents
are sufficient to fund its operating expenses, including capital
expenditure and working capital requirements, into the second
quarter of 2025.
About Marinus Pharmaceuticals
Marinus -- www.marinuspharma.com -- is a commercial-stage
pharmaceutical company dedicated to the development of innovative
therapeutics for seizure disorders. The Company first introduced
FDA-approved prescription medication ZTALMY (ganaxolone) oral
suspension CV in the U.S. in 2022 and continues to invest in the
potential of ganaxolone in IV and oral formulations to maximize
therapeutic reach for adult and pediatric patients in acute and
chronic care settings.
Philadelphia, Pennsylvania-based Ernst & Young LLP, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated March 5, 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.
MARINUS PHARMACEUTICALS: Registers Shares Under Incentive Plans
---------------------------------------------------------------
Marinus Pharmaceuticals, Inc. filed a registration statement on
Form S-8 with the U.S. Securities and Exchange Commission to
register 2,183,125 additional shares of the Company's common stock,
$0.001 par value per share, issuable under its 2014 Equity
Incentive Plan, as amended, which were added to the 2014 Plan on
January 1, 2024 pursuant to the 2014 Plan's "evergreen" provision.
Pursuant to General Instruction E to Form S-8, and only with
respect to the Common Stock being registered under the 2014 Plan,
this registration statement incorporates by reference the contents
of:
(i) the registration statement on Form S-8 (File No.
333-200701) filed by the Company on December 3, 2014 relating to
the 2014 Plan;
(ii) the registration statement on Form S-8 (File No.
333-219613) filed by the Company on August 1, 2017 relating to the
2014 Plan;
(iii) the registration statement on Form S-8 (File No.
333-233131) filed by the Company on August 8, 2019 relating to the
2014 Plan;
(iv) the registration statement on Form S-8 (File No.
333-239785) filed by the Company on July 10, 2020 relating to the
2014 Plan;
(v) the registration statement on Form S-8 (File No.
333-258677) filed by the Company on August 10, 2021 relating to the
2014 Plan;
(vi) the registration statement on Form S-8 (File No.
333-265865) filed by the Company on June 28, 2022 relating to the
2014 Plan; and
(vii) the registration statement on Form S-8 (File No.
333-272996) filed by the Company on June 29, 2023 relating to the
2014 Plan, in each case, except to the extent supplemented, amended
or superseded by the information set forth herein.
Additionally, the registration statement is being filed to register
an aggregate of 12,314,265 shares of Common Stock issuable under
the Company's 2024 Equity Incentive Plan, consisting of (a)
4,000,000 shares of Common Stock issuable under the 2024 Plan, and
(b) a maximum of 8,314,265 shares of Common Stock that were subject
to outstanding awards under the 2014 Plan as of May 22, 2024, the
effective date of the 2024 Plan. Pursuant to Section 4.1 of the
2024 Plan, the Outstanding Award Shares will become available for
issuance under the 2024 Plan if such awards under the 2014 Plan are
forfeited or otherwise terminated. The 2024 Plan was approved by
the Company's stockholders at the Company's 2024 Annual Meeting of
Stockholders on May 22, 2024.
Furthermore, it is also being filed to register an aggregate of
384,010 shares of Common Stock issuable upon the exercise of
individual nonqualified stock option awards and upon vesting and
settlement of restricted stock units granted to employees of the
Company as an inducement material to entry into employment with the
Company, in accordance with Nasdaq Listing Rule 5635(c)(4).
A full-text copy of the registration statement is available at:
https://www.sec.gov/Archives/edgar/data/1267813/000155837024008964/mrns-20240606xs8.htm
About Marinus Pharmaceuticals
Marinus -- www.marinuspharma.com -- is a commercial-stage
pharmaceutical company dedicated to the development of innovative
therapeutics for seizure disorders. The Company first introduced
FDA-approved prescription medication ZTALMY (ganaxolone) oral
suspension CV in the U.S. in 2022 and continues to invest in the
potential of ganaxolone in IV and oral formulations to maximize
therapeutic reach for adult and pediatric patients in acute and
chronic care settings.
Philadelphia, Pennsylvania-based Ernst & Young LLP, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated March 5, 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.
MASTERBRAND INC: S&P Assigns 'BB' ICR on Supreme Cabinetry Deal
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issuer credit rating to
U.S.-based cabinet manufacturer MasterBrand Inc. At the same time,
S&P assigned its 'BB' issue-level rating and '3' recovery rating to
the proposed $700 million senior unsecured notes due in 2032.
S&P said, "Our stable outlook on MasterBrand reflects our
expectations that pro forma for the transaction, we expect 2024
adjusted debt to EBITDA to be 2.5x and even amid less favorable
demand conditions, the company can maintain adjusted debt to EBITDA
between 2x and 3x.
"We expect adjusted leverage to be 2x-3x over the next 12 months,
as it benefits from synergy opportunities and full cash flows from
the acquisition of Supreme.This compares with the company's
leverage of 2.8x in 2022, after the company was spun off from
Fortune Brands, and 1.6x in 2023. The improvement stems from the
realization of cost synergies and price increases, which helped
offset the effects of inflation and slightly lower demand and
volumes. We believe this level of leverage provides MasterBrand
with a slight cushion in case its end-market demand weakens
relative to our expectations. It also provides the company with the
flexibility to pursue acquisitions or shareholder returns, such as
share repurchases and (though less likely) higher dividends.
"We expect MasterBrand's performance to remain stable over the next
12 months.We forecast the company's gross margins to be between 35%
and 37% and EBITDA margins to be between 14% and 16% over the next
12-24 months pro forma for the acquisition. The company's
significant exposure to repair and remodeling end markets, about
65%, reduces its exposure to earnings and cash flow volatility.
Similarly, we believe the company's exposure to new single-family
residential construction end markets, about 35%, is strengthening
our expectations of its performance because we expect new
single-family residential construction will remain relatively
stronger and more stable than multifamily construction.
"Our assessment of MasterBrand's competitive position is based on
its large market share in cabinet manufacturing and modest
geographic footprint, which somewhat offsets its discretionary
product exposure.We expect the company will generate annual revenue
of $2.8 billion-$3 billion in 2024 and 2025, which is small
compared with the scale of similarly rated building materials
companies. That said we view demand for discretionary and high-cost
kitchen and bath remodeling projects to be closely tied to economic
cycles and consumer spending. Nonetheless, these risks are somewhat
offset by its sizable market share (about 25%) in North America
relative to that of its closest competitor, Cabinetworks Group.
Also, we believe MasterBrand's comprehensive array of kitchen
cabinetry products at multiple prices, ability to sustain its
pricing due to its market position, the value-added nature of its
products, and its highly variable cost structure will support its
profitability, even during periods of increased economic stress.
Our view of MasterBrand's competitive position considers these
factors as well as the company's ongoing efforts to reduce earnings
volatility by optimizing the manufacturing process and reducing the
complexity of customization without limiting the customer
selection.
"We believe MasterBrand's cost mitigation strategies will help
support earnings and offset customer concentration.MasterBrand
operates in an industry characterized by high barriers to entry and
high fragmentation, but with latent capacity across the country
that can contribute to periods of oversupply and price weakness.
Furthermore, the company's top two customers, which are big-box
stores, account for over 39% of its overall sales and are notorious
for leveraging major providers against each other and choosing the
lowest cost. Despite these factors, MasterBrand is the No. 1
cabinet manufacturer in the U.S. It continues to benefit from its
size and ability to reduce costs. For instance, the company was
able to adjust its supply chain by moving its material suppliers to
other Asian countries, to mitigate the adverse impacts from trade
restrictions imposed on China and Russia.
"Our stable rating outlook on MasterBrand reflects our belief that
adjusted leverage will be 2x-3x and that operating cash flows (OCF)
to debt will be 25%-35% for the next 12-24 months. We expect the
company to maintain these credit measures even in less favorable
business conditions."
S&P could lower its rating over the next 12 months if:
-- EBITDA declined more than 38% from S&P's base case expectations
such that its S&P Global Ratings-adjusted leverage approached 4x or
OCF to debt fell below 25%. This could occur if a severe downturn
reduced demand for the company's products or rapidly rising costs
that could not be passed through resulted in S&P Global
Ratings-adjusted EBITDA margins falling below 10% on a sustained
basis; or
-- The company undertook large, debt-financed acquisitions or
pursued shareholder-friendly actions, causing its S&P Global
Ratings-adjusted leverage to rise above 3x with little prospect of
a rapid recovery.
Although unlikely, S&P could raise its rating on MasterBrand over
the next 12 months if the company:
-- Significantly increased its scale and diversified its business;
and
-- Maintained debt to EBITDA under 2x and OCF to debt above 35%,
and S&P believed it could sustain these levels under most market
conditions.
MATADOR RESOURCES: Fitch Affirms BB- LongTerm IDR, Outlook Positive
-------------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) of Matador Resources Company (Matador) and MRC Energy
Company (MRC) at 'BB-'. Fitch has also affirmed MRC's reserve-based
lending credit facility (RBL) at 'BB+'/'RR1' and Matador's senior
unsecured notes at 'BB-'/'RR4'. The Rating Outlook remains
Positive.
This follows the announcement that a wholly-owned subsidiary
Matador has entered into a definitive agreement to acquire a
subsidiary of Ameredev II Parent, LLC (Ameredev) in an all-cash
acquisition valued at approximately $1.9 billion. Matador intends
to fund the transaction via borrowings under the RBL, a new, fully
committed $250 million Term Loan A under the credit facility and
with cash on hand.
The Positive Outlook reflects Fitch's expectation of increased size
and scale following close of the transaction and reduction of RBL
borrowings post-close which will reduce leverage in 2025. Fitch
will look to resolve the Outlook following successful integration
of the transaction, progress toward RBL repayment and post-close
deleveraging.
KEY RATING DRIVERS
Near-Term Leveraging Transaction: The announced Ameredev
transaction will be leveraging to Matador in the near-term, given
the large debt component of the expected funding mix, and will
temporarily reverse the headroom Matador built up following the
Advance transaction early last year. Fitch recognizes that the
management team does have a track record of deleveraging
post-acquisitions and the agency believes this is further supported
by the high-quality assets that were acquired along with the
company's historically strong FCF generation.
High Quality, Accretive Assets: Fitch views the Ameredev assets
favorably as they are contiguous to existing Matador acreage,
largely held by production and will add high-margin, undeveloped,
oil-weighted inventory. The assets will add approximately 33,500
net acres in the Delaware basin, an estimated 25.5 Mboepd (65%) oil
and 371 net (431 gross) operated locations to Matador's existing
profile.
Management believes the multi-pay potential and cost savings
associated with longer laterals on multi-well pads will help
enhance the company's already strong Delaware basin portfolio. The
transaction also expands Matador's midstream footprint via a 19%
stake in Pinon Midstream, LLC, with assets located in southern Lea
County, New Mexico.
Nine-Rig Drilling Program: Management intends to operate a total of
nine drilling rigs in the near-term on the combined acreage base
which should allow for maintenance of total production above 180
Mboepd going forward. The company continues to target its Wolfcamp
A and lower Bone Spring intervals, but has also seen strong well
results in the Avalon and upper Bone Spring across the acreage
position. Fitch believes the company's pro forma production size is
in line with 'BB' category thresholds.
Strong FCF Generation, Measured Distributions: Fitch believes the
Ameredev assets will support continued strong FCF generation for
the company throughout the rating horizon. Fitch believes near-term
FCF generation will be aimed at reducing the post-close RBL
borrowings which will improve liquidity and reduce leverage.
Management intends to continue returning value to shareholders via
the fixed dividend, which Fitch expects measured increases through
the medium-term.
Manageable Leverage; Increased Hedging: Fitch forecasts Matador's
leverage will increase to 1.7x in 2024 and fall toward 1.5x in 2025
following repayment of RBL borrowings and post-close debt
reduction. Debt reduction will be further supported by the
company's increased hedging which will help lock in returns and
cash flow.
DERIVATION SUMMARY
Matador's 1Q24 production averaged 150mboepd (57% oil) which is
similar to Permian peers CrownRock, L.P. (BB-/RWP; 153mboepd in
3Q23) and SM Energy Company (SM; BB-/Stable; 145mboepd in 1Q24).
Matador remains smaller than peers Civitas Resources, Inc.
(Civitas; BB/Positive; 335 Mboepd in 1Q24) and Permian Resources
Corporation (BB/Positive; 320Mboepd in 1Q24).
The company's continued cost reduction efforts and high oil mix
have led to peer-leading Fitch-calculated unhedged netbacks of
$37.8/boe in full-year 2023. This compares favorably to SM Energy
($29.3/boe), primarily driven by SM's lower oil cut, and is higher
than Civitas ($29.7/boe) and Permian Resources ($30.3/boe) in
2023.
KEY ASSUMPTIONS
- West Texas Intermediate oil prices of $75/bbl in 2024, $65/bbl in
2025, $60/bbl in 2026 and $60/bbl in 2027 and $57/bbl in 2028;
- Henry Hub natural gas price of $2.50/mcf in 2024, $3/mcf in 2025
and 2026 and $2.75/mcf thereafter;
- Proposed Ameredev transaction closes in late 3Q24 as
contemplated;
- 2025 pro forma production of 180 Mboepd with modest growth
thereafter;
- Total capex of $1.5 billion in 2024 with acquisition-related
increases thereafter;
- Prioritization of FCF toward reduction of RBL;
- Measured increases in the fixed dividend.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Progress toward post-close debt reduction, including reduction of
RBL borrowings;
- Maintenance of economic inventory life and continued de-risking
of longer-term unit economics;
- Mid-cycle EBITDA leverage sustained below 2.0x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Material reduction in liquidity including inability to reduce
post-close RBL borrowings;
- Inability to extend economic inventory life that leads to
expectations for weakened unit economics;
- Mid-cycle EBITDA leverage sustained above 2.5x.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: At 1Q24, Matador had $23 million of cash on
hand and $260 million of borrowings under its $1.5 billion RBL
credit facility. To assist in the financing of the transaction,
Matador has received firm commitments from its lenders to provide a
50% increase in the RBL elected commitment from $1.5 billion to
$2.25 billion and an incremental $250 million Term Loan A to
provide additional liquidity post-close.
Fitch expect the liquidity profile will improve post-close
following reduction of RBL borrowings. The agency recognizes that
management could elect to term out a portion of RBL borrowings,
similar to the Advance Energy Partners acquisition in 2023, which
would improve liquidity albeit increase long-term debt.
ISSUER PROFILE
Matador Resources Company is an independent exploration and
production company primarily focused in the Delaware Basin in
Southwest New Mexico and West Texas.
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
----------- ------ -------- -----
Matador Resources
Company LT IDR BB- Affirmed BB-
senior unsecured LT BB- Affirmed RR4 BB-
MRC Energy Company LT IDR BB- Affirmed BB-
senior secured LT BB+ Affirmed RR1 BB+
MATCHBOX BUSINESS: Hires CBH Attorneys & Counselors as Counsel
--------------------------------------------------------------
Matchbox Business, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Michigan to employ CBH Attorneys
& Counselors, PLLC as counsel.
The firm's services include:
a. providing information to the Debtor with regards to its
duties and responsibilities under the Bankruptcy Code;
b. assisting in the preparation of schedules and statement of
affairs;
c. drafting pleading that are necessary or advisable to
further the Debtor's goal of successfully obtaining confirmation of
a Chapter 11 Plan;
d. researching legal issues that may arise during the course
of Debtor's bankruptcy proceedings;
e. pursuing any and all claims of Debtor against third
parties, including, but not limited to, preferences, fraudulent
conveyances, and accounts receivable;
f. representing Debtor with regard to any actions brought
against it by third parties in the bankruptcy proceeding;
g. assisting in the negotiations with secured, unsecured, and
priority creditors;
h. communicating with the United States Trustee's Office and
Subchapter V Trustee;
i. drafting a Plan of Reorganization with a likelihood of
confirmation; and
j. obtaining confirmation of a plan of reorganization.
The firm will be paid at these rates:
Partners or Senior Attorneys $400 per hour
Associate Attorneys $300 per hour
Paralegals $175 to $195 per hour
The firm will be paid a retainer in the amount of $27,238.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Steven M. Bylenga, Esq. a partner at CBH Attorneys & Counselors,
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:
Steven M. Bylenga, Esq.
CBH Attorneys & Counselors, PLLC
25 Division Ave S, Suite 500
Grand Rapids, MI 49503
Tel: (616) 608-3061
About Matchbox Business, LLC
Matchbox Business, LLC is a modern diner and deli restaurant in
Grand Rapids, Mich.
Matchbox Business filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. W.D. Mich. Case No. 24-01263) on May
9, 2024, with up to $500,000 in assets and up to $10 million in
liabilities. Nathan Orange, member, signed the petition.
Judge Scott W. Dales oversees the case.
Steven M. Bylenga, Esq., at CBH Attorneys & Counselors, PLLC,
represents the Debtor as legal counsel.
MATCHBOX BUSINESS: Hires Stonehenge Consulting PLC as Accountant
----------------------------------------------------------------
Matchbox Business, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Michigan to employ Stonehenge
Consulting, PLC as accountant.
The firm's services include:
a. recording of transactions into the books of record of
Debtor;
b. monthly closing of books and records including adjusting
journal entries and reconciliation of balance sheet accounts;
c. preparing monthly income statements and balance sheets;
d. reviewing and analyzing monthly financial statements and
underlying transactions to assess performance of Debtor and provide
insights into financial condition and operations;
e. monitoring and reporting cash position and short-term cash
forecasting;
f. preparing and filing of sales tax and commercial activity tax
returns, 1099's, and other compliance-related matters; and
g. preparing of monthly operating reports for United States
Trustee's Office.
The firm will be paid at these rates:
Casey Young $325 per hour
Senior Members $250 per hour
Accounting Managers $200 per hour
Associates $160 per hour
Accounting Administrators $110 per hour
The firm received from the Debtor a retainer of $6,515.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Casey Young, a managing member at Stonehenge Consulting, PLC,
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:
Casey Young
Stonehenge Consulting, PLC
6500 Byron Center Ave SW Suite 200
Byron Center, MI 49315
Tel: (616) 891-1147
About Matchbox Business, LLC
Matchbox Business, LLC is a modern diner and deli restaurant in
Grand Rapids, Mich.
Matchbox Business filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. W.D. Mich. Case No. 24-01263) on May
9, 2024, with up to $500,000 in assets and up to $10 million in
liabilities. Nathan Orange, member, signed the petition.
Judge Scott W. Dales oversees the case.
Steven M. Bylenga, Esq., at CBH Attorneys & Counselors, PLLC,
represents the Debtor as legal counsel.
MEGA SUNSET: Hires Law Offices of Raymond H. Aver as Counsel
------------------------------------------------------------
Mega Sunset, LLC seeks approval from the U.S. Bankruptcy Court for
the Central District of California to employ Law Offices of Raymond
H. Aver as counsel.
The firm will provide these services:
a. represent the Debtor at its Initial Debtor Interview;
b. represent the Debtor at its meeting of creditors pursuant
to Bankruptcy Code Section 314(a), or any continuance thereof;
c. represent the Debtor at all hearings before the United
States Bankruptcy Court involving the Debtor as debtor in
possession and as reorganized debtor, as applicable
d. prepare on behalf of the Debtor, as debtor in possession
all necessary applications, motions, orders, and other legal
papers;
e. advise the Debtor regarding matters of bankruptcy law,
including Applicant's rights and remedies with respect to the
Debtor's assets and the claims of its creditors;
f. represent applicant with regard to all contested matters;
g. represent the Debtor with regard to the preparation of a
disclosure statement and the negotiation, preparation, and
implementation of a plan of reorganization;
h. analyze any secured, priority, or general unsecured claims
that have been filed in the Debtor's bankruptcy case;
i. negotiate with the Debtor's secured and unsecured creditors
regarding the amount and payment of their claims.
j. object to claims as may be appropriate; and
k. perform all other legal services for the Debtor as debtor in
possession as may be necessary, other that adversary proceedings
which would require a further written agreement.
The firm will be paid at the rate of $595 per hour.
The firm will be paid a retainer in the amount of $35,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Raymond H. Aver, Esq. a partner at Law Offices of Raymond H. Aver,
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:
Raymond H. Aver, Esq.
Law Offices of Raymond H. Aver
10801 National Boulevard, Suite 100
Los Angeles CA 90064
Tel: (310) 571-3511
Email: ray@averlaw.com
About Mega Sunset, LLC
Mega Sunset is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101 (51B)).
Mega Sunset, LLC filed its violuntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
24-13152) on April 23, 2024, listing $1 million to $10 million in
both assets and liabilities.
Judge Neil W. Bason presides over the case.
Raymond H. Aver, Esq. at the Law Offices Of Raymond H. Aver
represents the Debtor as counsel.
MENOTTI ENTERPRISE: Hires Ortiz & Ortiz as Bankruptcy Counsel
-------------------------------------------------------------
Menotti Enterprise, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire Ortiz & Ortiz,
LLP to serve as legal counsel in its Chapter 11 case.
The firm's services include:
(a) performing all necessary services related to the Debtor's
reorganization and the bankruptcy estate;
(b) protecting and preserving the estate assets during the
pendency of the Chapter 11 case;
(c) preparing all documents and pleadings necessary to ensure
the proper administration of the case; and
(d) providing all other bankruptcy-related necessary legal
services.
Ortiz will be paid at these rates:
Partners $475 per hour
Contract Attorneys $400 per hour
Paralegals $225 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer in the amount of $25,000.
Norma Ortiz, Esq., a partner at Ortiz & Ortiz, 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:
Norma E. Ortiz, Esq.
ORTIZ & ORTIZ, LLP
35-10 Broadway, Ste. 202
Astoria, NY 11106
Telephone: (718) 522-1117
Facsimile: (718) 596-1302
Email: email@ortizandortiz.com
About Menotti Enterprise
Menotti provides safety training, consulting, and onsite safety
professionals to ensure construction worksites are safe and
compliant.
Menotti Enterprise, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
22242) on March 22, 2024, listing $1 million to $10 million in both
assets and liabilities. The petition was signed by Michael J.
Menotti as president.
Judge Sean H. Lane presides over the case.
Norma E. Ortiz, Esq. at Ortiz & Ortiz, LLP represents the Debtor as
counsel.
MILLENKAMP CATTLE: Hires Armory Securities as Financial Advisor
---------------------------------------------------------------
The official committee of unsecured creditors of Millenkamp Cattle,
Inc. seeks approval from the U.S. Bankruptcy Court for the District
of Idaho to employ Armory Securities, LLC as financial advisors.
The firm will provide these services:
a. review and analyze the business, operations, liquidity,
assets and liabilities, financial condition and prospects of the
Debtors;
b. periodically monitor the Debtors' monthly reporting to
enable the Committee to evaluate the Debtors' financial performance
relative to projections and any relevant operational issues,
including actual cash flow to projections and liquidity, on an
ongoing basis;
c. advise and assist the Committee in evaluating the financial
aspects of any potential DIP loans, draws or other financing by the
Debtors;
d. review and analyze the Debtors' business plan, financial
projections and forecasts;
e. advise and assist the Committee in analyzing strategic
alternatives potentially available to the Debtors;
f. advise the Committee on tactics and strategies and/or
participate in negotiations with the Debtors and other
stakeholders;
g. analyze the Debtors' assets (tangible and intangible) and
possible recoveries to creditor constituencies under various
scenarios and developing strategies to maximize recoveries;
h. if requested to do so, preparing certain valuation analyses
of the Debtors' businesses and assets using various professionally
accepted methodologies;
i. to the extent the Debtors engages in any assets sales,
review, analyze, monitor and advise the Committee with respect to
any: i. 363 sale process to ensure the process proceeds in the most
efficient manner to maximize recoveries to the unsecured creditors;
ii. stalking horse asset purchase agreement to ensure economic
terms are fair and reasonable and are designed to maximize
recoveries to unsecured creditors; and iii. review and evaluate any
bids or offers for the purchase of Debtors' assets or securities;
j. review and provide analyses of any bankruptcy plan of
reorganization and disclosure statement and terms thereof relating
to the Debtors ("Plan"), including: i. any proposed capital
structure for the Debtors; ii. any new securities, other
consideration or other inducements to be offered and/or issued
under a Plan or otherwise; iii. feasibility of any Plan; and iv.
exit financing or potential refinancing alternatives;
k. advise the Committee and its counsel in evaluating any
court motions, applications, or other forms of relief, filed or to
be filed by the Debtors, or any other parties-in-interest;
l. provide testimony and expert reports, as necessary, with
respect to matters on which Armory has been engaged to advise the
Committee in any proceeding before the Bankruptcy Court;
m. assist counsel in evaluating all purported lien claims by
creditors, including the validity and enforcement of such claims;
n. monitor Debtors' claims management process, including
analyzing claims and summarizing claims by entity;
o. assist counsel and the Committee in evaluating any
potential avoidance actions, including preference payments,
dividends, fraudulent conveyances and other potential causes of
action;
p. evaluate and advise on the Debtors' assumption and or
rejection of executory contracts and or leases, in connection with
a sale or otherwise;
q. seek to negotiate a Plan that is in the best interests of
unsecured creditors; and
r. render such other necessary advice and services as the
Committee may require in connection with the Chapter 11 Case.
The firm will be paid at these rates:
Senior Managing Director $875 per hour
Managing Director $795 per hour
Director/Senior Vice President $675 per hour
Vice President $525 per hour
Associate $475 per hour
Analyst $375 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Douglas McDonald, a partner at Armory Securities, 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:
Douglas McDonald
Armory Securities, LLC
200 North Pacific Coast Highway, Suite 1525
El Segundo, CA 90245
Tel: (310) 220-6400
About Millenkamp Cattle, Inc.,
Millenkamp Cattle Inc., part of a family-owned agriculture business
that can produce more than 1 million pounds of milk per day.
Millenkamp Cattle Inc. and its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Idaho Lead Case
No. 24-40158) on April 2, 2024. In the petitions filed by William
J. Millenkamp, manager, Millenkamp Cattle estimated assets between
$10 million and $50 million and estimated liabilities between $500
million and $1 billion.
The Honorable Bankruptcy Judge Noah G. Hillen oversees the cases.
The Debtors are represented by Matthew T. Christensen, Esq. at
Johnson May, PLLC.
MILLENKAMP CATTLE: Hires Summit Ag as Real Estate Appraiser
-----------------------------------------------------------
Millenkamp Cattle, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Idaho to employ Summit Ag
Appraisal, Inc. as real estate appraiser.
The firm will assist the Debtors in preparing an appraisal of their
real estate as well as testify as to the appraisal and Debtors'
property.
The firm will be paid a flat fee of $85,000 for the appraisal of
the real properties.
The firm will be paid at an hourly rate of $300 per hour for
services as a witness in the Chapter 11 Case.
Dennis Bortz, a partner at Summit Ag Appraisal, Inc., disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Dennis R. Bortz
Summit Ag Appraisal, Inc.
995 S. 1150 E.
Albion, ID 83311
Telephone: (208) 539-9519
Email: summitagappraisal@gmail.com
About Millenkamp Cattle
Millenkamp Cattle Inc., part of a family-owned agriculture business
that can produce more than 1 million pounds of milk per day.
Millenkamp Cattle Inc. and its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Idaho Lead Case
No. 24-40158) on April 2, 2024. In the petitions filed by William
J. Millenkamp, manager, Millenkamp Cattle estimated assets between
$10 million and $50 million and estimated liabilities between $500
million and $1 billion.
The Honorable Bankruptcy Judge Noah G. Hillen oversees the cases.
The Debtors are represented by Matthew T. Christensen, Esq. at
Johnson May, PLLC.
MJW MARKETING: Seeks to Hire Neeleman Law as Legal Counsel
----------------------------------------------------------
MJW Marketing, Inc. seeks approval from the U.S. Bankruptcy Court
for the Western District of Washington to hire Neeleman Law Group
as legal counsel.
The firm's services include:
a. assisting the Debtor in the investigation of the financial
affairs of the estate;
b. providing legal advice and assistance to the Debtor with
respect to matters relating to this case and creditor
distribution;
c. preparing all pleadings necessary for proceedings arising
under this case; and
d. performing all necessary legal services for the estate in
relation to this case.
The firm will be paid at these rates:
Principals $550 per hour
Associates $450 per hour
Paralegals $200 per hour
The firm received from the Debtor a retainer of $26,738.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jennifer L. Neeleman, Esq., a partner at Neeleman Law Group,
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:
Jennifer L. Neeleman, Esq.
Neeleman Law Group, P.C.
1403 8th Street
Marysville, WA 98270
Tel: (425) 212-4800
Fax: (425) 212-4802
About MJW Marketing, Inc.
MJW Marketing, Inc. is a liquidation store offering tech products,
fashion, outdoor gear, hardware, kitchenware, furniture--even
groceries.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wash. Case No. 24-11118) on May 3,
2024. In the petition signed by Michael (Mick) Weed, the Debtor
disclosed $672,401 in assets and $3,118,730 in liabilities.
Judge Timothy W. Dore oversees the case.
Thomas D. Neeleman, Esq., at NEELAMAN LAW GROUP, P.C., represents
the Debtor as legal counsel.
MK ARCHITECTURE: Seeks to Hire Penachio Malara as Legal Counsel
---------------------------------------------------------------
MK Architecture PC seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to hire Penachio Malara, LLP
as its counsel.
The Debtor requires legal counsel to:
(a) assist in the administration of the Debtor's Chapter 11
proceeding, the preparation of operating reports and complying with
applicable law and rules;
(b) review claims and resolve claims which should be
disallowed; and
(c) assist in reorganizing and confirming a Chapter 11 plan or
implementing an alternative exit strategy.
Prior to the filing, the firm received $15,000 from the Debtor
which included the filing fee.
The hourly rates of the firm's counsel and staff are as follows:
Anne Penachio $495
Francis Malara $495
Paralegal $200
Anne Penachio, Esq., an attorney at Penachio Malara, 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:
Anne Penachio, Esq.
PENACHIO MALARA LLP
245 Main Street-Suite 450
White Plains, NY 10601
Telephone: (914) 946-2889
Email: frank@pmlawllp.com
About MK Architecture PC
MK Architecture PC sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-22467) on May 28,
2024, listing $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 counsel.
MKS INSTRUMENTS: S&P Rates New Repriced Term Loans 'BB'
-------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '3'
recovery rating to MKS Instruments Inc.'s proposed repriced term
loans, which will comprise a $2.719 billion term loan B due 2029
and a EUR738 million term loan B due 2029. The '3' recovery rating
indicates its expectation for meaningful (50%-70%; rounded
estimate: 50%) recovery. The company is also seeking to prepay
EUR100 million in conjunction with the repricing.
S&P said, "We view this transaction as net leverage neutral and
modestly positive for MKS' free cash generation. Our 'BB' issuer
credit rating on the company is unchanged. The stable outlook
reflects our expectation that MKS will demonstrate a stronger
operating performance over the next 12 months as industry dynamics
improve, supporting its efforts to reduce its S&P Global
Ratings-adjusted net leverage toward the 4x area by the end of
2024.
"Following the challenging market conditions in 2023, the company's
was able to increase its revenue by 9.3% in the first quarter of
2024. We expect MKS' demand will continue to recover sequentially
as its customers' gradually complete their inventory de-stocking,
which we anticipate will be further supported by improving pricing
dynamics. We project the company will report full-year revenue of
about $3.8 billion (indicating 5%-6% organic growth), S&P Global
Ratings-adjusted EBITDA margins of about 27%, and free operating
cash flow (FOCF) of more than $300 million in 2024. Our rating is
also supported by MKS' strong liquidity position, including $675
million of cash on the balance sheet pro forma for the repricing,
in addition to the full availability under its $675 million
revolver."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's simulated default scenario assumes a payment default in
2028 due to a combination of significant weakness in the
semiconductor industry, pricing pressure from competitors, the loss
of major customers, or the failed integration of mergers and
acquisitions.
-- S&P values the company on a going-concern basis. In a default
scenario, it believes MKS would be an attractive acquisition
target, primarily due to its strong intellectual property
portfolio.
-- The 6.5x EBITDA multiple is in line with the multiples S&P uses
for the company's similarly rated peers.
Simulated default assumptions
-- Simulated year of default: 2028
-- EBITDA at emergence: $360 million
-- EBITDA multiple: 6.5x
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $2.22
billion
-- Total collateral value available to secured claims: $1.72
billion
-- Total first-lien debt: $4.07 billion
--First-lien priority recovery expectations: 50%-70% (rounded
estimate: 50%)
MOUGIANIS INDUSTRIES: Hires Davis & Kotur Law as Legal Counsel
--------------------------------------------------------------
Mougianis Industries, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of West Virginia to employ Davis &
Kotur Law Office, CO, LPA as counsel.
The firm will provide these services:
a. give the Debtor-in-Possession advice with respect to its
powers and duties and assist the Debtor as needed in the
administration of the Debtor's estate and preparation of a plan of
organization;
b. prepare on behalf of the Debtor-in-Possession any necessary
applications, motions, reports, orders, answers, and other
pleadings;
c. represent the Debtor-in-Possession at hearings on various
motions, applications and proceedings;
d. investigate and institute any proceedings relating to
transactions between the Debtor and its creditors; and
e. perform such other legal services as shall be necessary and
appropriate in connection with the Debtor-in-Possession's
performance of its duties.
The firm will be paid at these rates:
Attorneys $225 per hour
Paralegals $50 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The firm received a retainer of $4,500.
Kelly Gene Kotur, Esq., a partner at Davis & Kotur Law Office CO.
LPA, 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:
Kelly Gene Kotur, Esq.
Davis & Kotur Law Office CO. LPA
407-A Howard Street
Bridgeport, OH 43912
Tel: (740) 635-1217
Fax: (740) 633-9843
Email: kellykotur@davisandkotur.com
About Mougianis Industries, Inc.
Mougianis Industries, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. N.D. W.Va. Case No. 24-00267) on May 28, 2024, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by DAVIS & KOTUR LAW OFFICE CO. LPA.
MOUNTAIN SPORTS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mountain Sports LLC
d/b/a Bob's Stores
d/b/a Bobs Stores
d/b/a Eastern Mountain Sports
d/b/a EMS
d/b/a Sport Chalet
150 Corporate Ct
Meriden, CT 06450
Business Description: The Debtor is a sporting goods, hobby and
musical instrument retailer.
Chapter 11 Petition Date: June 18, 2024
Court: United States Bankruptcy Court
District of Delaware
Case No.: 24-11385
Judge: Hon. Mary F. Walrath
Debtor's Counsel: Maria Aprile Sawczuk, Esq.
GOLDSTEIN & MCCLINTOCK LLLP
501 Silverside Road
Suite 65
Wilmington, DE 19809
Tel: 302-444-6710
Fax: 302-444-6709
Email: marias@goldmclaw.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by David Barton, authorized representative
Bob's EMS Holdings LLC, manager of Debtor's sole member.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/JHFHCAA/Mountain_Sports_LLC__debke-24-11385__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Altra, Inc. $108,393
YF Outdoor LLC
13911 Collection Center Dr
Chicago
60693-0139
2. Amer Sports Winter & $195,562
Outdoor Company
P.O. Box 3141
Carol Stream
60132-3141
3. Black Diamond Equipment $193,843
PO Box 734175
Dallas
75373-4175
4. Cotopaxi/Global Uprising/ PBC $148,752
Dept #880666
PO Box 29650
Phoenix
85038-9650
5. Google LLC $108,122
PO Box 883654
Los Angeles
90088-3654
6. Gregory Mountain Products $155,013
Samsonite LLC
Dept CH 19296
Palatine
60055-9296
7. Marmot Mountain Internati $353,647
P.O. Box 915170
Dallas
75391-5170
8. Mountain Shades, Inc. $125,937
11931 1-70
Northridge Rd.
No.
Wheat Ridge
80033
9. North Face $322,581
VF Outdoor, Inc.
13911
Collections Center Dr.
Chicago 60693
10. Oboz Footwear LLC $432,147
PO Box 18427
Palatine
60055-8427
11. Oboz Footwear LLC $432,147
PO Box 18427
Palatine
60055-8427
12. On Inc $125,695
PO Box 734250
Chicago
60673-4250
13. Outdoor Research, Inc. $128,803
LB 1216
PO Box 35146
Seattle
98124-5146
14. PFE Express Ltd $110,049
Foremost House Waterside
Business Park
Eastways
Witham, EN CM8
3PL
15. Prana, Inc. $111,138
PO Box 205470
Dallas
75320-5470
16. Smartwool Corporation $455,290
VF Outdoor Inc.
13911
Collections Center Drive
Chicago 60693
17. Steel Technology LLC $206,040
Hydro Flask
PO Box 741037
Los Angeles
90074-1037
18. Thule Inc $176,616
PO Box 358105
Pittsburgh
15251-5105
18. Vuori Inc. $118,187
5600 Avenida
Encinas, Suite 100
Attn: Accounts Receivable
Carlsbad 92008
19. Wolverine World Wide, Inc. $158,869
25759 Network Place
Chicago
60673-1257
20. Yell Steel $472,335
Enterprise, Inc.
17848 Sky Park Circle
Suite A
Irvine 92614
NANOSTRING TECHNOLOGIES: Seeks to Extend Exclusivity to August 2
----------------------------------------------------------------
NanoString Technologies, Inc., and its Affiliates 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 claim that extensive resources have been required of
the Debtors and their professionals to obtain the results achieved
in these Chapter 11 Cases to date. In light of the substantial
progress and results the Debtors have achieved to date in these
Chapter 11 Cases and that this is the first requested extension of
the Exclusive Periods, the Debtors submit that the requested
extensions are both appropriate and necessary to afford the Debtors
the ability solicit the Plan and to seek approval of the Plan at
the confirmation hearing without concerns of another party to these
Chapter 11 Cases proposing and soliciting a competing chapter 11
plan.
The Debtors explain that the sale process required significant
resources and effort from them and their advisors. Obtaining
approval of the Sale and completing the other tasks attendant to
operating a business in chapter 11, including, but not limited to,
addressing the concerns of the Debtors' creditors and stakeholders
along the way, required the full attention of the Debtors, their
employees, and their professional advisors.
The Debtors state that they are engaged in extensive negotiations
with the U.S. Trustee, the Lenders, the Committee and significant
stakeholders to formulate a Plan that resolves the issues of all of
the major constituencies in these Chapter 11 Cases subsequent to
obtaining approval of and closing the Sale. Given the foregoing
progress in a short period of time, including the fact that the
Debtors have already filed the Plan and obtained approval of the
Disclosure Statement, the Debtors submit that the complexity and
relatively short duration of these Chapter 11 Cases warrants the
extension of the Exclusive Periods so that the Debtors may continue
to focus their efforts on seeking approval of the Plan.
Importantly, the Debtors are not seeking the extension of the
Exclusive Periods to delay administration of these Chapter 11 Cases
or to exert pressure on its creditors, but rather to continue the
orderly, efficient, and cost-effective chapter 11 process.
Moreover, the Debtors have previewed the relief requested herein
with the Committee and the Committee has not raised any issues with
the request to date. Thus, this factor also weighs in favor of the
requested extension of the Exclusive Periods.
The Debtors assert that termination of the Exclusive Periods would
adversely impact the administration of these Chapter 11 Cases. If
the Court were to deny the Debtors' request for an extension of the
Exclusive Periods, upon the expiration of the Exclusive Filing
Period, any party in interest would be free to propose a chapter 11
plan for the Debtors and solicit acceptances thereof.
Counsel to the Debtors:
Rachel C. Strickland, Esq.
Debra M. Sinclair, Esq.
Betsy L. Feldman, Esq.
Jessica D. Graber, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
Telephone: (212) 728-8000
Facsimile: (212) 728-8111
Email: rstrickland@willkie.com
dsinclair@willkie.com
bfeldman@willkie.com
jgraber@willkie.com
- and -
Edmon L. Morton, Esq.
Matthew B. Lunn, Esq.
Allison S. Mielke, Esq.
Kristin L. McElroy, Esq.
Young Conaway Stargatt & Taylor, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
Email: emorton@ycst.com
mlunn@ycst.com
amielke@ycst.com
kmcelroy@ycst.com
About NanoString Technologies
NanoString Technologies, Inc., offers an ecosystem of innovative
discovery and translational research solutions and empowers its
customers to map the universe of biology.
NanoString and affiliates sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10160) on
Feb. 4, 2024. In the petition signed by R. Bradley Gray, president
and chief executive officer, NanoString disclosed $100 million to
$500 million in both assets and liabilities.
The Debtors tapped Willkie Farr & Gallagher, LLP and Young Conaway
Stargatt & Taylor, LLP as legal counsels; AlixPartners, LLP as
financial advisor; Weil, Gotshal & Manges LLP as special patent
counsel; and Perella Weinberg Partners LP as investment banker.
Kroll Restructuring Administration LLC is the Debtors'
administrative advisor.
Gibson Dunn & Crutcher, LLP, and Sullivan & Cromwell, LLP, serve as
counsels to certain DIP lenders. Richards, Layton & Finger and
Houlihan Lokey Capital, Inc., act as Delaware bankruptcy counsel
and financial advisor to the DIP lenders. Meanwhile, Alston & Bir
and Potter Anderson serve as bankruptcy counsel and Delaware
counsel, respectively, to the DIP agent.
NEVADA COPPER: Obtains Interim Court Approval of DIP Financing
--------------------------------------------------------------
Nevada Copper Corp. and its subsidiaries announced an update on its
Chapter 11 bankruptcy process and management appointments.
The Company has received orders from the Bankruptcy Court of the
District of Nevada, including interim approval of its
debtor-in-possession financing, through which the Company has been
authorized to proceed with an initial borrowing of US$20 million
under its previously announced US$60 million debtor-in-possession
financing commitment. This borrowing will fund the Company's care
and maintenance and other requirements during the Chapter 11
process. The Company intends to seek a final order approving the
remainder of the borrowing to provide it with liquidity for the
balance of the restructuring period. The Company also received
approval to continue wages and benefit programs for its employees
during the bankruptcy process.
During the restructuring period, the Company intends to pursue a
sale process and has retained Moelis & Company LLC to assist with
the process.
Nevada Copper announced that its Board of Directors has appointed
Gregory Martin as Interim President and CEO and Matthew Anderson as
Interim CFO. Messrs. Martin and Anderson previously served as EVP &
CFO and VP, Finance for Nevada Copper, respectively.
The Company notes that it is under delisting review by the Toronto
Stock Exchange and its shares currently remain halted from trading
on the exchange.
About Nevada Copper
Nevada Copper, Inc. and its affiliates have been in the business of
mining copper, and other minerals, and operating a processing plant
that refines copper ore into copper concentrate, with the bulk of
the Debtors' operations focused on their Pumpkin Hollow project,
which is located outside of Yerington, Nevada. The Project, which
contains substantial mineral reserves and resources, including not
only copper, but gold, silver, and iron magnetite, consists of an
underground mine and processing facility, together with an open-pit
project that is in the pre-feasibility stage of development.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Nev. Lead Case No. 24-50566) on June 10,
2024. In the petitions signed by Gregory J. Martin, executive vice
president and chief financial officer, the Debtors disclosed up to
$1 billion in assets and up to $500 million in liabilities.
The Debtors tapped Allen Overy Shearman Sterling US LLP as
bankruptcy counsel, McDonald Carano LLP as local counsel,
AlixPartners LLP as financial and restructuring advisor, Torys LLP
as Canadian corporate counsel, and Moelis & Company LLC as
financial advisor and investment banker. Epiq Corporate
Restructuring, LLC is the Debtors' notice, claims, administrative
and solicitation agent.
NEVADA COPPER: Seeks $60MM DIP Loan from U.S. Bank
--------------------------------------------------
Nevada Copper, Inc. and affiliates ask the U.S. Bankruptcy Court
for the District of Nevada for authority to use cash collateral and
obtain postpetition financing.
The Debtors commenced the Chapter 11 cases amidst significant
funding challenges in order to preserve their assets and finance
their operations while pursuing the sale of their business on an
expedited timetable.
To fund the sale process and the administration of the Chapter 11
Cases, the Debtors negotiated to obtain a senior secured
postpetition financing in the aggregate principal amount of $60
million pursuant to the terms and conditions set forth in the
Senior Secured Superpriority Debtor-in-Possession Credit Agreement
with U.S. Bank Trust Company, National Association, as
administrative and collateral agent and Manchester Securities Corp.
and Ziwa Investments Limited, affiliates of Elliott Investment
Management L.P., as lenders.
The Debtors are required to comply with these milestones:
(i) No later than one calendar day following the Petition
Date, the Debtors must have filed a motion in the Bankruptcy Court
seeking approval of the DIP Facility, in form and substance
acceptable to the majority DIP Lenders;
(ii) No later than five business days following the Petition
Date, the Bankruptcy Court must have entered the Interim Order;
(iii) No later than 10 calendar days following the Petition
Date, the Debtors must have filed a motion, in form and substance
acceptable to the Required DIP Lenders, for entry of an order (a)
approving the procedures to be used and bid protections to be
provided in connection with the sale (or sales) of all or
substantially all of the business and assets of the Debtors, (b)
setting the dates for the submission of bids, the auction (if any)
and the hearing on the approval of the Sale Transaction and
approving all notices related thereto and (c) authorizing certain
procedures related to the assumption and assignment of executory
contracts and unexpired leases in connection with the Sale
Transaction;
(iv) No later than 14 calendar days following entry of the
Interim Order by the Bankruptcy Court, the Canadian Court must have
granted the Initial Recognition Order and the Interim DIP
Recognition Order, in each case, in form and substance satisfactory
to the DIP Agent and the Required DIP Lenders;
(v) No later than 45 calendar days following the Petition
Date, the Bankruptcy Court must have entered the Bidding Procedures
Order, which must be in form and substance acceptable to the
Required DIP Lenders;
(vi) No later than 45 calendar days following the Petition
Date, the Bankruptcy Court must have entered the Final Order;
(vii) No later than 14 calendar days following the entry of the
Bidding Procedures Order by the Bankruptcy Court, the Canadian
Court must have entered (A) the Final DIP Recognition Order and (B)
an order recognizing and enforcing the Bidding Procedures Order in
Canada, in each case, in form and substance acceptable to the
Required DIP Lenders;
(viii) No later than 108 calendar days following the Petition
Date, the Bankruptcy Court must have entered an order approving the
Sale Transaction, in form and substance acceptable to the Required
DIP Lenders;
(ix) No later than 14 calendar days following the entry of the
Sale Approval Order by the Bankruptcy Court, the Canadian Court
must have granted an order, in form and substance acceptable to the
Required DIP Lenders, recognizing and enforcing the Sale Approval
Order in Canada; and
(x) No later than 120 days following the Petition Date, the
Sale Transaction must be consummated.
The DIP facility is due and payable on the earliest to occur of:
(i) the date that is four months following the Petition Date;
(ii) 45 calendar days after the Petition Date if the Final
Order has not been entered by the Bankruptcy Court on or before
such date;
(iii) 14 calendar days after the Petition Date if the Interim
DIP Recognition Order has not been entered by the Canadian Court on
or before such date;
(iv) the date of consummation of any sale of all or
substantially all of the assets of the Debtors pursuant to 11
U.S.C. section 363;
(v) the date of "substantial consummation" of a plan of
reorganization filed in the Chapter 11 Cases that is confirmed
pursuant to an order entered by the Bankruptcy Court;
(vi) the date of entry of an order by the Bankruptcy Court
approving (a) a motion seeking conversion or dismissal of any or
all of the Chapter 11 Cases or (b) a motion seeking appointment or
election of a trustee, a responsible officer or examiner with
enlarged powers relating to the operation of the Debtors' business;
(vii) the date the Bankruptcy Court orders the conversion of the
bankruptcy case of any of the Debtors to a liquidation pursuant to
chapter 7 of the Bankruptcy Code; and
(viii) the date of acceleration of all or any portion of the
Loans and the termination of the Commitments upon the occurrence of
an Event of Default.
The events that constitute an "Event of Default" include:
(i) If the Borrower fails to pay on or before the due date,
(x) any principal amount due to the Senior Lenders or (y) any other
amount payable by it to any Finance Party (unless the failure to
pay is remedied within two Business Days);
(ii) Any Obligor will default in the due performance or
observance of any term, condition or provision of a Finance
Document to which they are a party, not otherwise specified in
Section 13.1 (Events of Default) of the DIP Credit Agreement and,
other than in the case of any breach of Section 11.2 (DIP Budget
and Variance Reporting), Section 11.12 (Negative Covenants),
Section 11.13 (Milestones) and Section 11.3(a)(i) (Notifications to
the Senior Lenders) (in each case for which no cure period shall
apply), such breach remains unremedied for a period of 10 Business
Days after the earlier of: (i) written notice by the Administrative
Agent to the Borrower acting at the direction of the Majority
Lenders), and (ii) any Obligor becoming aware of such breach; and
(iii)the Borrower makes any representation or warranty under
any Finance Document to which it is a party, or in any certificate,
Financial Statement or other document furnished by it to any
Secured Party, which is incorrect or incomplete when made or deemed
to be made (except to the extent any such representation or
warranty expressly relates to an earlier date, and in such case,
will be true and correct on and as of such earlier date) and, to
the extent such representation or warranty is not already qualified
by materiality, such representation or warranty is incorrect or
incomplete in a material respect when made or deemed to be made and
in each case the circumstances so misrepresented are (i)
susceptible to cure and (ii) not corrected within 10 Business Days
after the earlier of (A) written notice by the Administrative Agent
to the Borrower (acting at the direction of the Majority Lenders),
and (B) any Obligor becoming aware of such breach.
Under the Second Amended and Restated Credit Agreement, dated
October 28, 2022 with KfW IPEX-Bank GmbH as sole lead arranger, UFK
agent, as administrative agent and collateral agent, the Borrower
was provided with a first-lien secured term loan facility. As of
the Petition Date, the Debtors are indebted to the Prepetition
Senior Secured Term Loan Parties under the Prepetition Senior
Secured Term Loan Documents in the principal aggregate amount of
not less than $188 million.
Under the Advance Payment Agreement, dated May 6, 2019 with Concord
Resources Limited as purchaser, the Borrower received certain
Advance Payments from the Prepetition Working Capital Purchaser in
exchange for the sale and delivery of certain Material. As of the
Petition Date, the Borrower, was indebted to the Prepetition
Working Capital Purchaser under the Prepetition Working Capital
Documents in the aggregate principal amount of not less than $3
million under the Prepetition Working Capital Agreement.
Under the Metals Purchase and Sale Agreement, dated December 21,
2017 with NCU and its subsidiaries, as guarantor and Triple Flag
International Ltd. (as successor by name change to Triple Flag
Mining Finance Bermuda Ltd.), as purchaser, the Prepetition TF
Stream Purchaser paid certain deposits to the Borrower and Borrower
committed to make specified deliveries of Refined Gold and Refined
Silver to the Prepetition TF Stream Purchaser.
As of the Petition Date, the Debtors, were indebted and liable to
the Prepetition TF Stream Purchaser under the Prepetition TF Stream
Documents in the aggregate principal amount of not less than $78
million under the Prepetition TF Stream Agreement.
Under the Third Amended and Restated Loan Agreement, dated December
21, 2023 with 0607792 B.C. Ltd., Lion Iron Corp., NC Farms LLC and
NC Ditch Company LLC, as guarantors, and Pala, as lead arranger and
collateral agent, NCU was provided with a junior secured term loan
facility. As of the Petition Date, the Debtors were indebted to the
Prepetition Junior Secured Term Loan Parties under the Prepetition
Junior Secured Term Loan Documents in the aggregate principal
amount of not less than $10 million.
The Prepetition Senior Secured Term Loan Agent, on behalf of the
Prepetition Senior Secured Term Loan Lenders, has consented to the
use of cash collateral and the DIP Facility up to $51.4 million,
which is in excess of the amount of the Interim DIP Loan. Further,
pursuant to the Prepetition Intercreditor Agreements, Pala, as
lender under the Prepetition Junior Secured Term Loan Facility, and
Triple Flag, as purchaser under the Prepetition Stream Agreement,
have consented or are deemed to have consented through the
Prepetition Intercreditor Agreements, to the use of cash collateral
and the DIP Financing.
As adequate protection, the Prepetition Secured Parties will, to
the extent of any diminution of value in their collateral during
the pendency of these Chapter 11 Cases, receive:
(i) additional and replacement liens on, except as otherwise
set forth in the Interim Order, all property of the Debtors'
estates that constitutes DIP Collateral, subject to the lien
priorities set forth on Exhibit C to the Interim Order;
(ii) superpriority administrative expense claims against each
of the Debtors pursuant to 11 U.S.C. section 507(b), subject to the
same relative priorities as the Adequate Protection Liens; and
(iii) financial reporting provided to the DIP Lenders.
A copy of the motion is available at https://urlcurt.com/u?l=uLU9Zg
from PacerMonitor.com.
About Nevada Copper, Inc.
Nevada Copper, Inc. and affiliates have been in the business of
mining copper, and other minerals, and operating a processing plant
that refines copper ore into copper concentrate, with the bulk of
the Debtors' operations focused on their Pumpkin Hollow project,
which is located outside of Yerington, Nevada. The Project, which
contains substantial mineral reserves and resources, including not
only copper, but gold, silver, and iron magnetite, consists of an
underground mine and processing facility, together with an open-pit
project that is in the pre-feasibility stage of development.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. Lead Case No. 24-50566) on June 10, 2024.
In the petition signed by Gregory J. Martin, EVP and CFO, the
Debtor disclosed up to $1 billion in assets and up to $500 million
in liabilities.
The Debtors tapped ALLEN OVERY SHEARMAN STERLING US LLP as general
bankruptcy counsel, MCDONALD CARANO LLP as Nevada bankruptcy
counsel, ALIXPARTNERS LLP as financial and restructuring advisor,
TORYS LLP as special Canadian and corporate counsel, MOELIS &
COMPANY LLC as financial advisor and investment banker, and EPIQ
CORPORATE RESTRUCTURING, LLC as notice and claims agent and
administrative advisor.
NOBLE CORP: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed Noble Corp. plc's Long-Term Issuer
Default Rating at 'BB-'. The Rating Outlook is Stable.
The affirmation reflects Noble's low leverage, strong liquidity and
well-positioned fleet. The rating action follows the company's
announced acquisition of Diamond Offshore, which while moderately
leveraging, will add four drillships and six semi-submersible rigs
to an already large and high-quality fleet.
The Stable Outlook is based on Fitch's expectation of broadly
stable day rates in 2024-2025 with gradual decreases thereafter.
Fitch expects fleet utilization and day rates to grow through 2025
before reversing modestly thereafter in line with Fitch's oil price
assumptions.
KEY RATING DRIVERS
Leader in Offshore Drilling: Fitch views the addition of Diamond
Offshore's fleet to Noble's existing fleet as supportive of the
credit. Noble owns 18 floating rigs, including 15 drillships and
three semi-submersible rigs, and 13 jackups. The acquisition of
Diamond adds four seventh-generation drillships and six
semi-submersible rigs. Noble operates in all major offshore oil and
gas basins, such as the Gulf of Mexico, South America, West Africa,
the North Sea and South-East Asia. As of May 6, 2024 Noble's
standalone contract backlog totaled $4.4 billion and Diamond
Offshore adds $2.1 billion.
Additional Leverage: Fitch views the transaction-related increase
in debt and leverage as manageable. The transaction will add $600
million in term debt to Noble Finance II's balance sheet; this will
increase leverage to 1.2x from 0.6x, which remains well below
negative leverage sensitivities. The Noble Corp plc level will
include the Diamond Offshore debt and will experience a similar
EBITDA leverage increase to 1.5x from 0.6x.
Customer Concentration: Fitch views the concentration of Noble's
backlog with Exxon Mobil Corporation and Aker BP ASA (BBB/Stable)
of approximately 58% as modestly positive. The credit strength of
these two counterparties somewhat offsets customer concentration
risk. ExxonMobil is the second-largest integrated oil and gas
company in the world, with a credit quality commensurate with the
'aa' rating category. Diamond generated 48% of its 2023 revenue
from BP, which will further diversify the combined entity.
Noble's relationships with ExxonMobil and Aker BP operate under
long-term arrangements. The arrangements allow for maintenance of
market pricing and focus on areas of great importance to both
operators — Guyana and Suriname for ExxonMobil, and Norway for
Aker BP.
Rebound in Floater Market: The recovery in floater day rates is a
credit positive for Noble. As long-term forward oil prices rose in
2021, market day rates for floaters began growing quickly and
almost doubled between YE2020 and YE2022. Noble's realized average
floater day rates increased by 40% in 2023 to $382,041/day.
Diamond's day rates have shown similar increases. Fitch expects a
more modest improvement in day rates in 2024 before forecasting
rates to decline modestly in 2025, based on its oil price deck.
Noble's floater utilization declined from 77% to 73% in 2023 as the
company has been disciplined in re-contracting.
Lagging Rebound in Jackup Market: Noble's exposure in the jackup
market is a modest near-term credit negative. The jackup market is
lagging the recovery occurring in the floater market with day rates
recovering slowly. Noble's realized day rates increased by 7% to
$128,161/day in 2023, and its utilization rate fell to 64% in 2023
from 77%, and Fitch expects modest improvement in both measures in
2024.
The low cost of reactivating jackup rigs relative to the cost for
floaters adds a level of uncertainty to the recovery. Noble's cash
flow is much more leveraged to floaters than jackups, with
floater-generated gross margin averaging approximately 90% of the
total.
Elevated Near-Term Capex: High capex in 2024 due to a high number
of Special Periodic Surveys (SPS) is manageable within cash flow.
In line with the age of vessels, Noble has more SPS work to do in
2024 relating to regulatory requirements before declining in 2025.
Fitch forecasts capex in 2024 at $400 million-$440 million before
declining to a normal run-rate of approximately $300 million.
DERIVATION SUMMARY
Noble's offshore peers include Valaris Limited (Valaris; B+/Stable)
and Seadrill (B+/Stable). Valaris has similar scale to Noble but
thinner margins, less consistent FCF margins and higher leverage.
Seadrill is smaller than Noble, has comparable margins and is
slightly more levered. Onshore peers include Nabors Industries,
Ltd. (Nabors; B-/Stable); Precision Drilling Corporation
(Precision; BB-/Stable) and KCA DEUTAG ALPHA LIMITED (KCA Deutag;
B+/Positive).
All three generate narrower EBITDA margins than Noble. Precision
and KCA Deutag are both smaller and more highly levered. Nabors is
of comparable size but is also more highly levered. The onshore
drilling segment, which is more stable than the offshore segment,
can withstand somewhat higher leverage.
KEY ASSUMPTIONS
- Brent oil price of $80/barrel (bbl) in 2024, $70/bbl in 2025,
$65/bbl in 2026, $65/bbl in 2027 and $60/bbl thereafter;
- EBITDA margins maintain in the mid- to high-30% range in 2024 and
2025 before returning to the mid-20% range;
- Capex elevated at $420 million in 2024 due to elevated special
survey work before returning to a normalized $250 million;
- $600 million senior notes issuance in 2024 $600 million
distribution up to Noble Corp plc in 2025;
- Diamond Offshore is combined with the Noble Finance II structure
after the Diamond Offshore 2nd Lien notes are called.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Sustainable, stronger offshore drilling market fundamentals, as
shown by higher day rates, increased utilization, longer contract
terms and a growing backlog;
- A record of conservative financial policy keeping gross debt in
check;
- Midcycle EBITDA leverage below 1.5x.
Factors that Could, Individually or Collectively, lead to Negative
Rating Action/Downgrade
- A loss of material customer contracts;
- Deteriorating market fundamentals, such as a sustained decrease
in day rates and offshore rig utilization;
- A significant increase in gross debt;
- Weakening liquidity;
- Midcycle EBITDA leverage above 2.5x.
LIQUIDITY AND DEBT STRUCTURE
Ample Liquidity: Liquidity at YE2023 consisted of $361 million of
cash and $550 million available under the credit facility which
matures in 2028. The only other maturity is the senior notes in
2030. Liquidity should remain healthy as long as capital spending,
acquisitions and stock buybacks remain moderate.
ISSUER PROFILE
Noble is a leading global provider of offshore contract drilling
services. The company maintains a fleet of 32 offshore rigs
consisting of 12 7G drillships, three 6G drillships, four 6G
semisubmersibles, eight harsh environment jackups and five
ultra-harsh environment jackups.
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
Noble Corporation plc has an ESG Relevance Score of '4' for Waste &
Hazardous Materials Management; Ecological Impacts due to the risk
that a possible offshore oil spill may affect the drilling company,
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 Prior
----------- ------ -------- -----
Noble Corporation plc LT IDR BB- Affirmed BB-
Noble Finance II LLC LT IDR BB- Affirmed BB-
senior unsecured LT BB- Affirmed RR4 BB-
NORTH CAROLINA THEATRE: Seeks to Extend Exclusivity to August 21
----------------------------------------------------------------
The North Carolina Theatre asked the U.S. Bankruptcy Court for the
Eastern District of North Carolina to extend its exclusivity
periods to file a plan of reorganization and obtain acceptance
thereof to August 21 to October 20, 2024, respectively.
The Debtor filed a voluntary petition for relief under Chapter 11,
Subchapter V of the United States Bankruptcy Code on February 23,
2024.
Due to the fact that the Debtor's deadline to file its Plan was
extended and is now after the current deadline imposed by Section
1121(b) of the Bankruptcy Code, the Debtor respectfully requests a
60 day extension of the Exclusivity Period from June 22, 2024, up
to and including August 21, 2024, and a 60 day extension of the
acceptance period from August 21, 2024, up to and including October
20, 2024.
The North Carolina Theatre is represented by:
Jason L. Hendren, Esq.
Rebecca F. Redwine, Esq.
Benjamin E.F.B. Waller, Esq.
Lydia C. Stoney, Esq.
HENDREN, REDWINE & MALONE, PLLC
4600 Marriott Drive, Suite 150
Raleigh, NC 27612
Tel: (919) 420-7867
Fax: (919) 420-0475
E-mail: jhendren@hendrenmalone.com
rredwine@hendrenmalone.com
bwaller@hendrenmalone.com
lstoney@hendrenmalone.com
About The North Carolina Theatre
The North Carolina Theatre is a professional theatre company
producing live musical theatre.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-00596) on February
23, 2024. In the petition signed by John A. Zaloom, chairman of the
Board of Directors, the Debtor disclosed $204,912 in assets and
$2,123,225 in liabilities.
Judge David M. Warren oversees the case.
Rebecca F. Redwine, Esq., at HENDREN, REDWINE & MALONE, PLLC,
represents the Debtor as legal counsel.
NORTH CAROLINA THEATRE: Wins Interim Cash Collateral Access
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, Raleigh Division, authorized The North Carolina Theatre
to continue using cash collateral, on an interim basis, in
accordance with the budget, with a 10% variance.
The Debtor will require necessary funds for operating its business
and other expenses.
The Debtor and the U.S. Small Business Administration are parties
to a Loan Authorization and Agreement, Note, and Security Agreement
dated May 31, 2020, whereby the SBA loaned $150,000 to the Debtor.
As of the Petition Date there was approximately $156,305 owing to
the SBA.
As security for the indebtedness under the SBA Documents, it
appears the Debtor may have granted to the SBA a security interest
in all of the Debtor's tangible and intangible personal property.
The Debtor and Truist are parties to a Note and Security Agreement,
dated on or about November 2022 whereby Truist loaned certain funds
to the Debtor. As of the Petition Date there was approximately
$300,000 owing to Truist pursuant to the Truist Documents.
The court ruled that the SBA's and Truist's liens on the collateral
securing its indebtedness will extend to the Debtor's post-petition
assets to the extent they are secured as of the petition date. The
post-petition lien and security interest provided for will survive
the term of the Order to the extent the pre-petition lien was
valid, perfected, enforceable, and non-avoidable as of the petition
date.
The replacement lien granted to the SBA and Truist will be subject
to and subordinate to a carve-out for the payment of allowed
professional fees and disbursements incurred by Court approved
professionals.
These events constitute an "Event of Default":
a. the Debtor will fail to comply with any of the terms or
conditions of the Order;
b. the Debtor will fail to maintain insurance on the Property; or
c. failure to file a Plan in accordance with Orders of the Court.
A further hearing on the matter is set for July 2, 2024 at 10 a.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=SS0ypt from PacerMonitor.com.
The Debtor projects $21,700 in total income and $63,322 in total
expenses for the period from June 26 to July 24, 2024.
About The North Carolina Theatre
The North Carolina Theatre is a professional theatre company
producing live musical theatre.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-00596) on February
23, 2024. In the petition signed by John A. Zaloom, chairman of the
Board of Directors, the Debtor disclosed $204,912 in assets and
$2,123,225 in liabilities.
Judge David M. Warren oversees the case.
Rebecca F. Redwine, Esq., at HENDREN, REDWINE & MALONE, PLLC,
represents the Debtor as legal counsel.
NOSRAT LLC: Amends Caver Judgment Lien Claim Pay Details
--------------------------------------------------------
Nosrat LLC submitted a Third Amended Disclosure Statement
describing Plan of Reorganization dated June 3, 2024.
The Debtor owns the real property at 343-349 Nostrand Avenue and
415-419 Gates Avenue, Brooklyn, New York, (the "Property").
The Property was appraised at $29,800,000 by the Debtor's appraiser
and $18,960,000 by the Mortgagee's appraiser. Valuation will be a
Plan confirmation issue. The Property is encumbered by a mortgage
in the principal amount of about $11,767,545 in favor of First
National Bank of Long Island (the "Lender" or the "Mortgagee"). The
Debtor asserts and the Lender disagrees that the mortgage
obligation is current.
On February 16, 2022, following a Kings County jury verdict, an
$8,000,000 judgment was entered against the Debtor arising from a
wintertime slip and fall case on the sidewalk outside a dance
studio that rents space from the Debtor. Plaintiff Nataki Caver
sprained her ankle and claimed she suffered ligament damage and
severe pain that will last for the rest of her life and cause her
to walk with a cane. The Debtor's liability insurance covers only
$1,000,000 of the claim. Caver has filed a proof of claim for
$10,497,929.20 as of the Petition Date, with interest accruing at
the New York judgment rate of 9%. As of May 17, 2024, Caver asserts
a $11,485,555.70 Secured Claim.
Class 3 consists of Caver Judgment Lien Claim. Claim asserted in
the amount of approximately $10,497,821 as of the Petition Date,
with interest accruing at 9% per year on $9,648,292, for a total of
$11,485,550.70 as of May 17, 2024. Payment in full in Cash of the
Allowed Amount, plus interest at the applicable statutory rate as
it accrues from the Petition Date through the date of payment.
Payment shall be made upon final determination of the Appeal from
cash on hand, and to the extent necessary, the proceeds of the sale
or refinance of the Debtor's Property. The Debtor will continue to
pay debt service, and shall not encumber the Property with
additional Liens pending payment.
Like in the prior iteration of the Plan, General Unsecured Claims
shall receive payment in full in Cash of Allowed Amount on the
Effective Date, plus interest at the Legal Rate as it accrues from
the Petition Date through the date of payment.
Effective Date payments under the Plan will be paid from cash on
hand, capital to be contributed by the Interest Holders, if
necessary, refinancing the Property if necessary and or a sale of
the Property if necessary. Interest Holders have made no commitment
to contribute capital and the Debtor does not anticipate that
substantial amounts will be contributed.
If the Mortgagee is entitled to substantial amounts of default
interest or if after appeal, Ms. Caver is entitled to substantial
amounts in excess of the $1,000,000 insurance coverage, it is
likely that the Debtor will have to sell or refinance the Property
to satisfy its Plan obligations. The Debtor shall place such
amounts as necessary in an IOLA account maintained by Backenroth
Frankel & Krinsky, LLP to fund Effective Date payments. Pending
payment of the Class 3 Caver Judgment Claim, the Debtor will
continue to pay debt service, and shall not encumber the Property
with additional Liens.
A full-text copy of the Third Amended Disclosure Statement dated
June 3, 2024 is available at from PacerMonitor.com at no charge.
Attorneys for the Debtor:
Mark A. Frankel, Esq.
BACKENROTH FRANKEL & KRINSKY, LLP
488 Madison Avenue
New York, NY 10022
Telephone: (212) 593-1100
Facsimile: (212) 644-0544
About Nosrat LLC
Nosrat, LLC is a single asset real estate as defined in 11 U.S.C.
Section 101(51B). It owns the real property at 343-349 Nostrand
Ave. and 415-419 Gates Ave., Brooklyn, N.Y. The property is a
mixed-use eight-building apartment complex with five stores and 54
apartments on the northeast corner of Nostrand Avenue and Gates
Avenue in Bedford Stuyvesant.
Nosrat filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-70776) on March 7,
2023. In the petition filed by Enrique Ventura, controller, the
Debtor reported total assets of $25,002,000 and total liabilities
of $20,923,965.
Judge Alan S. Trust oversees the case.
The Debtor tapped Mark A. Frankel, Esq., at Backenroth Frankel &
Krinsky, LLP as legal counsel and Isaac Goldstein CPA as
accountant.
NOVABAY PHARMACEUTICALS: Inks Letter Agreements With Warrantholders
-------------------------------------------------------------------
NovaBay Pharmaceuticals, Inc., announced that as of June 14, 2024,
it entered into letter agreements with certain existing holders of
its (i) (i) warrants issued in September 2022 to purchase common
stock, par value $0.01 per share; (ii) Series A-1 warrants issued
in November 2022 to purchase Common Stock; (iii) Series B-1
warrants issued in May 2023 to purchase Common Stock; and (iv)
Series B-2 warrants issued in May 2023 to purchase Common Stock.
The Letter Agreements provide for the following:
Warrant Exercise
Pursuant to the terms of the Letter Agreements, the Participants
agreed to make an exercise of a portion of their Existing Warrants
at a reduced exercise price of $2.50 (as reduced from the exercise
price pursuant to the terms of the Existing Warrants). There were
an aggregate of approximately 90,381 shares of Common Stock
underlying the Existing Warrants that were exercised in connection
with the Warrant Exercise, resulting in gross proceeds to the
Company of approximately $225,952.
The closing of the Warrant Exercise is expected to occur on June
17, 2024. The resale of the shares of Common Stock underlying the
Existing Warrants have been previously registered pursuant to
registration statements on Form S-1 that are on file with the SEC.
New Series E Common Stock Purchase Warrants
As a result of the Warrant Exercise, the Company will issue a new
Series E Common Stock purchase warrant to each Participant to
purchase a number of shares of Common Stock equal to 100% of the
shares of Common Stock received by such Participant in the Warrant
Exercise.
The New Warrants are substantially similar to the Existing
Warrants, except that the New Warrants will (i) be initially
exercisable on the six-month anniversary of the date of issuance;
(ii) have an exercise price of $2.57; and (iii) have a term of five
years and six months from the date of the closing of the Warrant
Reprice Transactions.
The Letter Agreements also provide that on or prior to 90 days
after the closing of the Warrant Reprice Transactions, the Company
will prepare and file a registration statement with the Commission
covering the resale of 100% of the Common Stock underlying the New
Warrants issued to the Participants.
Private Placement Exemption
None of the issuance of the New Warrants and/or the New Warrant
Shares in the Warrant Reprice Transactions, have been or will be
registered at the time of issuance by the Company under the
Securities Act of 1933, as amended, and such securities may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements. The Company
is relying on the private placement exemption from registration
provided by Section 4(a)(2) of the Securities Act, and by Rule 506
of Regulation D promulgated thereunder, and in reliance on similar
exemptions under applicable state laws. No form of general
solicitation or general advertising was conducted in connection
with the issuance of the Securities in the Warrant Reprice
Transactions. The Securities issued in each of these private
placement transactions contain (or will contain, where applicable)
restrictive legends preventing the sale, transfer, or other
disposition of such Securities, unless registered under the
Securities Act, or pursuant to an exemption therefrom.
Placement Agent
Ladenburg Thalmann & Co. Inc. agreed to serve as the Company's
exclusive warrant solicitation agent and exclusive placement agent
for the Warrant Reprice Transactions, in exchange for a fee equal
to 8% of the total gross proceeds to the Company from the Warrant
Reprice Transactions, subject to certain exclusions. The Company
also agreed to reimburse Ladenburg for certain related expenses in
an amount not to exceed $50,000 in the aggregate.
About Novabay
Headquartered in Emeryville, California, NovaBay Pharmaceuticals,
Inc. -- http://www.novabay.com-- develops and sells scientifically
created and clinically proven eyecare and skincare products. The
Company's leading product, Avenova Antimicrobial Lid and Lash
Solution, or Avenova Spray, is proven in laboratory testing to have
broad antimicrobial properties as it removes foreign material
including microorganisms and debris from the skin around the eye,
including the eyelid.
San Francisco, California-based WithumSmith+Brown, PC, the
Company's auditor since 2010, issued a "going concern"
qualification in its report dated March 26, 2024, citing that the
Company has sustained operating losses for the majority of its
corporate history and expects that its 2024 expenses will exceed
its 2024 revenues, as the Company continues to invest in its
commercialization efforts. Additionally, the Company expects to
continue incurring operating losses and negative cash flows until
revenues reach a level sufficient to support ongoing growth and
operations. Accordingly, the Company has determined that its
planned operations raise substantial doubt about its ability to
continue as a going concern.
NOVAVAX INC: All Five Proposals Passed at Annual Meeting
--------------------------------------------------------
Novavax, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that the Company held its Annual Meeting on
June 13, 2024, at which the stockholders:
(1) elected Richard H. Douglas, Ph.D., Margaret G. McGlynn, and
David Mott as Class II directors, each to serve a three-year term
expiring at the 2027 Annual Meeting of Stockholders;
(2) approved, on an advisory basis, the compensation paid to the
Company's named executive officers in 2023;
(3) approved the amendment and restatement of the Novavax, Inc.
Amended and Restated 2015 Stock Incentive Plan to increase the
number of shares of Common Stock available for issuance thereunder
by 6,500,000 shares;
(4) approved the amendment and restatement of the Novavax, Inc.
2013 Employee Stock Purchase Plan to increase the number of shares
of Common Stock available for issuance thereunder by 1,000,000
shares, such that the number of shares available for issuance is
the lesser of (a) 2,155,000 shares of Common Stock increased on
January 1 of each year by 5% of the share pool and (b) 3,510,264
shares of Common Stock; and
(5) 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 Novavax
Headquartered in Gaithersburg, Maryland, Novavax, Inc.
(www.novavax.com.), together with its wholly owned subsidiaries, is
a biotechnology company that promotes improved health globally
through the discovery, development, and commercialization of
innovative vaccines to prevent serious infectious diseases. The
Company's proprietary recombinant technology platform harnesses the
power and speed of genetic engineering to efficiently produce
highly immunogenic nanoparticle vaccines designed to address urgent
global health needs.
Tysons, Virginia-based Ernst & Young LLP, the Company's auditor
since 2014, issued a "going concern" qualification in its report
dated Feb. 28, 2024, citing that the Company has suffered recurring
losses, has negative working capital, and an accumulated deficit
and has stated that substantial doubt exists about the Company's
ability to continue as a going concern.
NUMBER HOLDINGS: Committee Hires Genesis as Financial Advisor
-------------------------------------------------------------
The official committee of unsecured creditors of Number Holdings,
Inc. seeks approval from the U.S. Bankruptcy Court for the District
of Delaware to employ Genesis Credit Partners LLC as financial
advisor.
The firm's services include:
a. familiarizing the Committee and its counsel with and
analyzing the Debtor's budget, assets and liabilities, and overall
financial condition;
b. reviewing financial and operational information furnished
by the Debtor;
c. facilitating or assisting in monitoring any and all asset
and IP sale processes, review bidding procedures, stalking horse
bids, asset purchase agreements, interfacing with the Debtor's
professionals, and advising the Committee regarding the process;
d. scrutinizing the economic terms of various agreements;
e. monitoring and updating the Committee on the Going Out of
Business sale and liquidation process and analyzing any changes to
forecast economics;
f. assessing the Debtors' various pleadings and proposed
treatment of unsecured creditor claims therefrom;
g. preparing, or reviewing as applicable, avoidance action and
claim analyses;
h. investigating and assesssing various past financial and
other transactions by the Debtors and the management team;
i. assisting the Committee in reviewing the Debtors' financial
reports, including, but not limited to, statements of financial
affairs, schedules of assets and liabilities, DIP budgets, and
monthly operating reports;
j. advising the Committee on the current state of these
chapter 11 cases;
k. advising the Committee in negotiations with the Debtors and
third parties as necessary;
l. If necessary, participating as a witness in hearings
before the Court with respect to matters upon which GCP has
provided advice; and
m. providing other activities as are approved by the
Committee, the Committee's counsel, and as agreed to by the firm.
The firm will be paid at these rates:
Partners $750 to $1,000 per hour
Directors / Managing Directors $600 to $700 per hour
Associates/Vice-Presidents $450 to $550 per hour
Analysts $300 to $400 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Edward Kim, a partner at Genesis Credit Partners 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:
Edward Kim
Genesis Credit Partners LLC
701 Brickell Avenue, Suite 1480,
Miami, FL 33131
About Number Holdings, Inc.
Founded in 1982, 99 Cents Only Stores LLC -- http://www.99only.com/
-- operate over 370 "extreme value" retail stores in California,
Arizona, Nevada and Texas under the business names "99¢ Only
Stores" and "The 99 Store." The Company offers its customers a wide
array of quality products -- from everyday household items, to
fresh produce, deli, and other grocery items, to an assortment of
seasonal and party merchandise -- many of which are still priced at
or below 99.99 cents. The Company's stores are primarily located in
urban areas and underserved communities, many of which lack close
access to traditional grocery stores.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10719) on April 7,
2024. In the petition signed by Christopher J. Wells, as chief
restructuring officer, the Debtor disclosed up to $10 billion in
both assets and liabilities.
Judge Kate Stickles oversees the case.
The Debtors tapped Milbank LLP as general bankruptcy counsel,
Morris, Nichols, Arsht & Tunnel LLP as Delaware bankruptcy counsel,
Jefferies LLC as investment banker, Alvarez & Marsal North America,
LLC as financial advisor, Hilco Merchant Resources, LLC and Hilco
Real Estate, LLC as retail consultant and real estate consultant,
and Kroll Restructuring Administration LLC as claims and noticing
agent.
NUMBER HOLDINGS: Committee Hires Pachulski Stang as Counsel
-----------------------------------------------------------
The official committee of unsecured creditors of Number Holdings,
Inc., seeks approval from the U.S. Bankruptcy Court for the
District of Delaware to employ Pachulski Stang Ziehl & Jones LLP as
counsel.
The firm's services include:
a. assisting, advising, and representing the Committee in its
consultations with the Debtors regarding the administration of the
Chapter 11 Cases;
b. assisting, advising, and representing the Committee with
respect to the Debtors' retention of professionals and advisors
with respect to the Debtors' business and the Chapter 11 Cases;
c. assisting, advising, and representing the Committee in
analyzing the Debtors' assets and liabilities, investigating the
extent and validity of liens, and participating in and reviewing
any proposed asset sales, asset dispositions, financing
arrangements, and cash collateral stipulations or proceedings;
d. assisting, advising, and representing the Committee in any
manner relevant to reviewing and determining the Debtors' rights
and obligations under leases and other executory contracts;
e. assisting, advising, and representing the Committee in
investigating the acts, conduct, assets, liabilities, and financial
condition of the Debtors, the Debtors' operations, and the
desirability of the continuance of any portion of those operations,
and any other matters relevant to the Chapter 11 Cases or to the
formulation of a plan;
f. assisting, advising, and representing the Committee in
connection with any sale of the Debtors' assets;
g. assisting, advising, and representing the Committee in its
participation in the negotiation, formulation, or objection to any
plan of liquidation or reorganization;
h. assisting, advising, and representing the Committee in
understanding its powers and duties under the Bankruptcy Code and
the Bankruptcy Rules and in performing other services as are in the
interests of those represented by the Committee;
i. assisting, advising, and representing the Committee in the
evaluation of claims and on any litigation matters, including
avoidance actions; and
j. providing such other services to the Committee as may be
necessary in the Chapter 11 Cases.
The firm will be paid at these rates:
Partners $995 to $1,850 per hour
Of Counsel $975 to $1,195 per hour
Associates $795 per hour
Paraprofessionals $595 to $645 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Not applicable.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: No.
Bradford J. Sandler, Esq., a partner at Pachulski Stang Ziehl &
Jones 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:
Bradford J. Sandler, Esq.
Robert J. Feinstein, Esq.
Steven W. Golden, Esq.
Colin R. Robinson, Esq.
Pachulski Stang Ziehl & Jones LLP
919 N. Market Street, 17th Floor
Wilmington, DE 19899-8705
Tel: (302) 652-4100
Fax: (302) 652-4400
Email: bsandler@pszjlaw.com
rfeinstein@pszjlaw.com
sgolden@pszjlaw.com
crobinson@pszjlaw.com
About Number Holdings, Inc.
Founded in 1982, 99 Cents Only Stores LLC -- http://www.99only.com/
-- operate over 370 "extreme value" retail stores in California,
Arizona, Nevada and Texas under the business names "99¢ Only
Stores" and "The 99 Store." The Company offers its customers a wide
array of quality products -- from everyday household items, to
fresh produce, deli, and other grocery items, to an assortment of
seasonal and party merchandise -- many of which are still priced at
or below 99.99 cents. The Company's stores are primarily located in
urban areas and underserved communities, many of which lack close
access to traditional grocery stores.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10719) on April 7,
2024. In the petition signed by Christopher J. Wells, as chief
restructuring officer, the Debtor disclosed up to $10 billion in
both assets and liabilities.
Judge Kate Stickles oversees the case.
The Debtors tapped Milbank LLP as general bankruptcy counsel,
Morris, Nichols, Arsht & Tunnel LLP as Delaware bankruptcy counsel,
Jefferies LLC as investment banker, Alvarez & Marsal North America,
LLC as financial advisor, Hilco Merchant Resources, LLC and Hilco
Real Estate, LLC as retail consultant and real estate consultant,
and Kroll Restructuring Administration LLC as claims and noticing
agent.
NUZEE INC: Inks Deal to Sell Shares of NuZee Units for $10K
-----------------------------------------------------------
NuZee, Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that the Company entered into a
Share Purchase Agreement with Masa Higashida. Pursuant to the terms
of the Share Purchase Agreement, the Company sold all the issued
and outstanding shares of its wholly-owned subsidiaries, NuZee
KOREA Ltd. and NuZee Investment Co., Ltd. to Mr. Higashida for a
purchase price of $10,000. The closing of the sale of the shares is
set to take place on or before June 30, 2024.
The Share Purchase Agreement may be terminated at any time prior to
the closing (a) by the mutual written consent of the Company and
Mr. Higashida or (b) by either the Company or Mr. Higashida if (i)
a breach of any provision of the agreement has been committed by
the other party and such breach has not been cured within 30 days
following receipt by the breaching party of written notice of such
breach, or (ii) the closing does not occur by June 30, 2024.
A full-text copy of the Share Purchase Agreement is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1527613/000149315224023001/form8-k.htm
About NuZee
NuZee, Inc. (d/b/a Coffee Blenders) is a co-packing company for
single serve coffee formats, as well as a preeminent co-packer of
coffee brew bags, which is also referred to as tea-bag style
coffee.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2013, issued a "going concern" qualification in its report dated
Jan. 16, 2024, citing that the Company has suffered recurring
losses and negative cash flows from operations that raises
substantial doubt about its ability to continue as a going concern.
OBERWEIS DAIRY: Hires Banner Witcoff as Special Counsel
-------------------------------------------------------
Oberweis Dairy, Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of Illinois to employ Banner Witcoff as
special intellectual property counsel.
The firm's services include:
a. reviewing and analyzing the documents, databases, and
registries necessary to effectuate sales of the Debtors IP;
b. negotiating and discussing with the Debtors, lenders, other
creditors, brokers, buyers, and other parties in interest
concerning the disposition of the Debtors' IP, as may be
appropriate;
c. drafting documents related to the disposition of the
Debtors' IP;
d. advising the Debtors on all legal issues relating to the
Debtors' IP as they arise; and
e. providing other services customarily provided by special
intellectual property counsel in cases of this kind.
The firm will be paid at these rates:
Richard Stockton $885 per hour
Janet Lee $440 per hour
Eva Arambula, Paralegal $220 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Banner Witcoff, 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:
Richard Stockton
Banner Witcoff
71 South Wacker Drive Suite 3600
Chicago, IL 60606
Tel: (312) 463-5000
Fax: (321) 463-5001
About Oberweis Dairy
Oberweis Dairy, Inc. is a dairy product manufacturing business in
North Aurora, Ill.
Oberweis Dairy and its affiliates filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill.
Lead Case No. 24-05385) on April 12, 2024. In the petition signed
by Adam Kraber, president, Oberweis Dairy disclosed up to $50
million in both assets and liabilities.
Judge David D. Cleary oversees the cases.
The Debtors tapped Howard L. Adelman, Esq., at Adelman &
Gettleman,Ltd. as legal counsel and CPT Group, Inc. as noticing,
claims, and solicitation agent.
OBERWEIS DAIRY: Hires Magee Hartman, P.C. as Special Counsel
------------------------------------------------------------
Oberweis Dairy, Inc. and its affilliate seek approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Magee Hartman, P.C. as special counsel.
The firm's services include:
a. reviewing and analyzing of the title, plats of survey, and
other real estate documents necessary to effectuate sales of the
Properties;
b. negotiating and discussing with the Debtors, lenders, other
creditors, brokers, real estate developers, buyers, and other real
estate advisors concerning the disposition and/or development of
the Properties, as may be appropriate;
c. drafting documents related to the disposition of the
Properties;
d. preparing for and handling closings, including all related
documents,
negotiations, and correspondence related thereto;
e. advising the Debtors on all legal issues relating to the
Properties as they arise; and
f. providing other services as are customarily provided by
special real estate counsel in cases of this kind.
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.
Michelle A. Magee, Esq., a partner at Magee Hartman, 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:
Michelle A. Magee
Magee Hartman, P.C.
444 N Cedar Lake Rd.
Round Lake, IL 60073
Tel: (847) 546-0055
About Oberweis Dairy
Oberweis Dairy, Inc. is a dairy product manufacturing business in
North Aurora, Ill.
Oberweis Dairy and its affiliates filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill.
Lead Case No. 24-05385) on April 12, 2024. In the petition signed
by Adam Kraber, president, Oberweis Dairy disclosed up to $50
million in both assets and liabilities.
Judge David D. Cleary oversees the cases.
The Debtors tapped Howard L. Adelman, Esq., at Adelman &
Gettleman,Ltd. as legal counsel and CPT Group, Inc. as noticing,
claims, and solicitation agent.
OBERWEIS DAIRY: Hires McCullough P.C. as Special Counsel
--------------------------------------------------------
Oberweis Dairy, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Mccullough P.C. as special counsel.
The firm's services include:
a. providing insurance analysis, advice and representation in
connection with the Debtors' upcoming asset sale;
b. providing analysis, advice, counseling and related services
as needed in connection with the Debtors' Insurance Policy; and
c. providing other services as are customarily provided by
special insurance counsel in cases of this kind.
The firm will be paid at these rates:
Stephen O'Donnell $550 per hour
Harry Weintraub (associate) $300 per hour
Maria Chrones $150 per hour
The firm will be paid a retainer in the amount of $15,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Stephen O'Donnell, a partner at Mccullough 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:
Stephen O'Donnell, Esq.
Mccullough P.C.
205 North Michigan Avenue Suite 2550
Chicago, IL 60601
Telephone: (312) 600-0305
Telephone: (312) 923-4000
Email: sodonnell@mcculloughpc.com
About Oberweis Dairy, Inc.
Oberweis Dairy, Inc. is a dairy product manufacturing business in
North Aurora, Ill.
Oberweis Dairy and its affiliates filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill.
Lead Case No. 24-05385) on April 12, 2024. In the petition signed
by Adam Kraber, president, Oberweis Dairy disclosed up to $50
million in both assets and liabilities.
Judge David D. Cleary oversees the cases.
The Debtors tapped Howard L. Adelman, Esq., at Adelman &
Gettleman,Ltd. as legal counsel and CPT Group, Inc. as noticing,
claims, and solicitation agent.
OEG BORROWER: S&P Rates New Secured Credit Facility 'B'
-------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '3'
recovery rating to OEG Borrower LLC's proposed secured credit
facility consisting of a new $80 million revolving credit facility
due 2029 and a new $300 million term loan due 2031. The company
will use the proceeds from the proposed term loan to refinance the
company's existing $65 million revolving credit facility and $300
million term loan.
The transaction is neutral for leverage, and the rating outlook
remains stable even if OEG's growth strategy temporarily increases
leverage above 5x, because we expect the company will sustain a
good cushion compared to S&P's 6.5x downgrade threshold.
ISSUE RATINGS – RECOVERY ANALYSIS
Key analytical factors
-- S&P's 'B' issue-level rating and '3' recovery rating on OEG's
revolver and term loan B indicate its expectation of meaningful
(50%-70%; rounded estimate: 65%) recovery under a simulated default
scenario.
-- S&P's simulated default scenario contemplates a default in
2027, driven by a substantial decline in show attendance at OEG's
concert venues and reduced tourism in its core markets.
-- S&P's recovery analysis assumes wholly owned assets at Block 21
and Circle Media would be available to parent OEG under its default
assumptions, even though these assets are not pledged as collateral
to OEG lenders. However, S&P assumes there would be no residual
value after CMBS debtholder claims at Block 21 are satisfied.
-- S&P values the company on a going-concern basis using a 6.5x
multiple of its projected EBITDA at emergence.
-- S&P assumes the $80 million revolver is 85% drawn at the time
of default.
Simulated default assumptions
-- Year of default: 2027
-- EBITDA at emergence: $39.2 million
-- EBITDA multiple: 6.5x
Simplified waterfall
-- Gross enterprise value: $255 million
-- Net enterprise value (after 5% administrative expenses): $242
million
-- Obligor/nonobligor valuation split: 100%/0%
-- Estimated senior secured claims: $371 million
-- Value available for secured notes claims: $242 million
--Recovery range: 50%-70% (rounded estimate: 65%)
Note: All debt amounts include six months of prepetition interest.
OLYMPIC HOLDINGS: Seeks to Hire Hahn Fife as Accountant
-------------------------------------------------------
Arturo Cisneros, the Trustee for Olympic Holdings, LLC, seeks
approval from the U.S. Bankruptcy Court for the Central District of
California to employ Hahn Fife & Company, LLC as accountant.
The firm will provide these services:
a. perform any necessary tax and advisory work required for
the estate, including, without limitation, an analysis of the
Debtor's financial operations, history and transactions; assist in
the preparation of financial data and reports such as cash flow
projections; assist with preparation of monthly operating reports;
forensic analysis of the Debtor's books; records and bank
statements for potential avoidance actions or other claims; and
preparation and filing of state and federal tax returns as
necessary;
b. review and analyze the Debtor's activity during the period
the Debtor was a debtor-in-possession and for the period prior to
the bankruptcy filing; and
c. provide such other forensic accounting services as
requested by the Trustee.
The firm will be paid at the rates of $80 to $510 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Donald T. Fife, a partner at Hahn Fife & Company, 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:
Donald T. Fife, CPA
Hahn Fife & Company, LLP
1055 East Colorado Blvd., 5th Floor
Pasadena CA 91106
Telephone: (626) 792-0855
About Olympic Holdings LLC
Olympic Holdings, LLC is a company in South Gate, Calif., which
acts as lessor of buildings used as residences or dwellings.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-15520) on Aug. 28,
2023, with $1 million to $10 million in both assets and
liabilities. Mark Abbey Slotkin, manager, oversees the case.
Judge Neil W. Bason oversees the case.
Jon H. Freis, Esq., at the Law Offices of Jon H. Freis represents
the Debtor as legal counsel.
PAI HOLDCO: S&P Downgrades ICR to 'CCC+', Outlook Negative
----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.
aftermarket auto parts distributor PAI Holdco Inc. to 'CCC+' from
'B-' and its issue-level rating on the company's first-lien term
loan to 'CCC+' from 'B-'. The '3' recovery rating is unchanged.
The negative outlook reflects the potential for a lower rating if
liquidity erodes or a distressed exchange appears more likely.
S&P said, "The downgrade reflects PAI's persistently weak credit
metrics, strained cash generation, and our expectations for a
challenging operating environment this year. PAI's operating
results have been consistently weaker than expected as inflationary
cost pressures strain profitability and cash flow. Soft operating
results have caused credit metrics to weaken. Its S&P Global
Ratings-adjusted leverage increased to approximately 10x as of
March 31, 2024, from 9x a year ago, while adjusted interest
coverage weakened to 1.3x from 1.8x a year ago. In our view, PAI's
operational flexibility remains constrained by its heavy debt
burden. Reported interest expense increased approximately 35% last
year to $100 million. We anticipate interest expense will climb
further this year as rates remain elevated and PAI continues to
rely on its asset-based lending (ABL) facility to fund operations.
Approximately 77% of the company's floating-rate term loan debt is
hedged via interest rate swap agreements that expire in April
2025.
"PAI's gross margin compressed meaningfully last year, in part
because of its inventory valuation methodology. Margins
subsequently improved to start fiscal 2024 due to PAI's negotiated
savings from its suppliers. Notwithstanding the improvement, we
believe operating results this year will remain challenged by a
difficult operating environment. Sales growth, historically robust,
has been soft this year, reflecting weather challenges in the first
quarter and weaker consumer spending. While the break-fix nature of
aftermarket auto parts provides greater demand resiliency, we
believe inflation-weary consumers will spend more cautiously this
year. Further, we anticipate competition remaining intense. The
relatively thin margin profile of PAI's distribution business makes
sales growth critical to offsetting its fixed costs.
"FOCF deficits in each of the past two years have hindered PAI, and
we expect it will remain muted this year. The company's material
FOCF deficits of $68 million in fiscal 2022 and $30 million in
fiscal 2023 were meaningfully worse than our expectations. Heavy
capital and working capital investments associated with the
build-out and ramp-up of its Northeast distribution center
contributed to the cash burn in 2022. Additionally, higher product
costs pressured margins in the second half of fiscal 2023, leading
to a wider than expected operating loss. Further, PAI's inventory
investments, which outpaced sales growth last year, led to a
working capital drag. Notwithstanding a higher operating loss in
the first quarter, the company moderated its inventory purchases,
leading to positive cash generation of roughly $3 million.
"In our view, PAI will need to continue to invest in its inventory
position because a key underpinning of its competitive offering is
the depth and breadth of its automotive parts merchandise. We
believe working capital needs, an ongoing need to invest capital
expenditure to maintain its distribution facilities, and a heavy
interest burden will keep cash generation muted.
"PAI's liquidity remains adequate, but we believe an inability to
generate positive FOCF on a sustained basis and materially reduce
leverage could disrupt its ability to refinance. PAI relies heavily
on its $350 million ABL facility to fund its operations.
Outstanding borrowings totaled $246 million as of March 31, 2024,
leaving approximately $84 million in liquidity. Availability has
improved since quarter-end, and we believe liquidity remains
adequate to fund its operations. Still, we expect softer industry
conditions this year and high inventory levels will keep the
company's ABL borrowings elevated. The ABL facility matures in
October 2026, while its first-lien term loan matures in 2027 and
second-lien term loan matures in 2028. We believe PAI's ability to
refinance could be challenged if it cannot improve cash generation
and reduce leverage.
"The negative outlook reflects our expectation that PAI's credit
protection metrics will remain weak over the next 12 months as it
contends with a softer operating environment."
S&P could lower its rating on PAI if:
-- Operating performance deteriorates, leading to a greater cash
burn and increasing the likelihood of a default or restructuring
that S&P views as tantamount to default; or
-- S&P envisions a specific default scenario over the next 12
months, including a distressed exchange, near-term liquidity
shortfall, or violation of its springing fixed-charge coverage
ratio.
S&P could revise its outlook to stable or raise its rating on PAI
if:
-- Operating performance, including margins, improves
meaningfully, leading to lower leverage and consistently positive
FOCF; and
-- S&P believe the company can successfully extend or refinance
its debt facilities.
S&P said, "Governance is a moderately negative consideration in our
analysis of PAI, as is the case for most rated entities owned by
private-equity sponsors. We believe Parts Authority's highly
leveraged financial risk profile points to corporate
decision-making that prioritizes the interests of controlling
owners." This also reflects the generally finite holding periods
and a focus on maximizing shareholder returns.
PEGRUM CREEK: Seeks to Hire Thompson Burton as Bankruptcy Counsel
-----------------------------------------------------------------
Pegrum Creek LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of Alabama to hire Thompson Burton PLLC as
its counsel.
The firm's services include:
a. preparing pleadings and applications and conducting
examinations incidental to any related proceedings or to the
administration of this case;
b. developing the relationship of the status of the Debtor to
the claims of creditors in this case;
c. advising the Debtor of its rights, duties, and obligations
as Debtor operating under Chapter 11, Subchapter V of the
Bankruptcy Code;
d. taking any and all other necessary action incident to the
proper preservation and administration of this Chapter 11,
Subchapter V case; and
e. advising and assisting the Debtor in the formation and
preservation of a plan pursuant to Chapter 11, Subchapter V of the
Bankruptcy Code, the disclosure statement, and any and all matters
related thereto.
The firm will be paid at these rates:
Bankruptcy partner $495 per hour
Associates $250 to $395 per hour
Paralegals $175 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Stuart M. Maples, Esq., a partner at Thompson Burton 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:
Stuart M. Maples, Esq.
Thompson Burton PLLC
200 Clinton Avenue West, Suite 1000
Huntsville, Alabama 35801
Tel: (256) 489-9779
Fax: (256) 489-9720
Email: smaples@thompsonburton.com
About Pegrum Creek LLC
Pegrum Creek is engaged in activities related to real estate.
Pegrum Creek LLC filed its voluntary petition for relief under
Chapter 11 of the Bankrutpcy Code (Bankr. N.D. Ala. Case No.
24-81037) on June 3, 2024, listing $1 million to $10 million in
assets and $10 million to $50 million in liabilities. The petition
was signed by William E. Taylor, Jr., as president.
Judge Clifton R Jessup Jr. presides over the case.
Stuart Maples, Esq. at Thompson Burton PLLC represents the Debtor
as counsel.
PGA-MV REALTY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: PGA-MV Realty, LLC
24 Decker Lane
Boonton NJ 07005
Business Description: The Debtor is engaged in activities related
to real estate.
Chapter 11 Petition Date: June 17, 2024
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 24-16051
Judge: Hon. Stacey L. Meisel
Debtor's Counsel: Kenneth Rosellini, Esq.
ATTORNEY AT LAW
636A Van Houten Avenue
Clifton NJ 07103
Tel: (973) 998-8375
Email: KennethRosellini@Gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Maria Villalonga Argen 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/YEBTO4Y/PGA-MV_Realty_LLC__njbke-24-16051__0001.0.pdf?mcid=tGE4TAMA
PIECEMAKERS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Piecemakers
1720 Adams Avenue
Costa Mesa CA 92626
Business Description: Established in 1978, Piecemakers has grown
from a tiny quilt shop to a full-service
construction company and thriving country
store which offers gifts, quilts, antiques,
fabrics, notions, books and patterns. In
addition to its location at 1720 Adams
Avenue in Costa Mesa, California, the
Company has an extensive online store
which carries quilt calendars, books,
patterns, fine hand sewing needles, hand
crafted quilts, home decor and gift items.
Chapter 11 Petition Date: June 17, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-11522
Judge: Hon. Theodor Albert
Debtor's Counsel: Ralph Ascher, Esq.
ASCHER & ASSOCIATES, P.C.
11022 Acacia Parkway, Suite D
Garden Grove CA 92840
Tel: (714) 638-4300
Email: ralphascher@aol.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Douglas Follette as general partner.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/ZVWT6SI/Piecemakers__cacbke-24-11522__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/ZIR3IUQ/Piecemakers__cacbke-24-11522__0001.0.pdf?mcid=tGE4TAMA
PINTO DISTRIBUTOR: Maria Yip Named Subchapter V Trustee
-------------------------------------------------------
The U.S. Trustee for Region 21 appointed Maria Yip, a certified
public accountant and managing partner at Yip Associates, as
Subchapter V trustee for Pinto Distributor, LLC.
Ms. Yip will be paid an hourly fee of $450 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Yip declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Maria M. Yip
2 S. Biscayne Blvd., Suite 2690
Miami, FL 33131
Tel: (305) 569-0550
Email: myip@yipcpa.com
About Pinto Distributor
Pinto Distributor, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
24-15708) on June 7, 2024, with $500,001 to $1 million in assets
and $100,001 to $500,000 in liabilities. The petition was filed pro
se.
Judge Corali Lopez-Castro presides over the case.
PP&G INC: Seeks to Hire Weiss Law Group LLC as Counsel
------------------------------------------------------
PP&G, Inc. seeks approval from the U.S. Bankruptcy Court for the
District of Maryland to employ The Weiss Law Group, LLC as its
counsel.
The firm's services include:
a. providing legal advice with respect to the powers, rights,
and duties of the Debtor and Debtor-in-Possession;
b. providing legal advice and consultation related to the
legal and administrative requirements of this case;
c. taking appropriate actions to protect and preserve the
Estate;
d. preparing appropriate documents and pleadings;
e. representing the Debtor's interests at the Initial Debtor
Interview, the Meeting of Creditors, any Status Conferences, any
Disclosure Statement Hearing, the Confirmation Hearing, and other
hearings before this Court related to the Debtor;
f. assisting and advising the Debtor in the formulation,
negotiation, and implementation of a Disclosure Statement and/or
Chapter 11 Plan and all documents related thereto;
g. assisting and advising the Debtor with respect to
negotiation, documentation, implementation, consummation, and
closing of transactions, including the sale of assets or the
incurring of debt;
h. assisting and advising the Debtor with respect to the use
of cash collateral, obtaining financing, and negotiating, drafting,
and seeking approval of any documents related thereto;
i. reviewing and analyzing claims filed in this case, and
advising and representing the Debtor in connection with objections
to such claims;
j. assisting and advising the Debtor with respect to executory
contracts and unexpired leases, including assumptions, assignments,
rejections, and renegotiations;
k. coordinating with other professionals employed in the
case;
l. reviewing and analyzing applications, orders, motions, and
other pleadings and documents filed with the Bankruptcy Court and
advising the Debtor thereon; and
m. assisting the Debtor in performing such other services as
may be in the interest of the Debtor and the Estate and performing
all other legal services required by the Debtor.
The firm will be paid $595 per hour for partners, $250 per hour
for
associates, and $125 per hour for paralegals.
The firm received from the Debtor a retainer of $37,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Brett Weiss, a partner at Weiss Law Group, LLC, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Brett Weiss, Esq.
Weiss Law Group, LLC
8843 Greenbelt Road, Suite 299,
Greenbelt, Maryland 20770
Tel: (301) 924-4400
Fax: (240) 627-4186
Email: brett@BankruptcyLawMaryland.com
About PP&G, Inc.
On May 24, 2024 PP&G Inc. -- https://Baltimore -- doing business as
Norma Jean's Gentleman's Club, was founded in 1998. The company's
line of business includes Commercial printing and the lithographic
process.
PP&G Inc. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Md. Case No. 24-14430) on May 24, 2024. In the
petition signed by Lisa Ireland, as president, the Debtor reports
estimated assets up to $50,000 and estimated liabilities between $1
million and $10 million.
The Honorable Bankruptcy Judge Michelle M Harner oversees the
case.
The Debtor is represented by Brett Weiss, Esq., at The Weiss Law
Group, LLC.
PP&G INC: U.S. Trustee Appoints Creditors' Committee
----------------------------------------------------
The U.S. Trustee for Region 4 appointed an official committee to
represent unsecured creditors in the Chapter 11 case of PP&G Inc.
The committee members are:
1. Shante Jackson
c/o Andrew Balashov, Esquire
8403 Colesville Road, Suite 610
Silver Spring, MD 20910
(301) 587-6364
2. Marquita Butler
c/o Andrew Balashov, Esquire
8403 Colesville Road, Suite 610
Silver Spring, MD 20910
(301) 587-6364
3. Shantelle Niang
c/o Andrew Balashov, Esquire
8403 Colesville Road, Suite 610
Silver Spring, MD 20910
(301) 587-6364
4. Nicole Leach
c/o Andrew Balashov, Esquire
8403 Colesville Road, Suite 610
Silver Spring, MD 20910
(301) 587-6364
5. Dorothy Ray
c/o Andrew Balashov, Esquire
8403 Colesville Road, Suite 610
Silver Spring, MD 20910
(301) 587-6364
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About PP&G Inc.
On May 24, 2024 PP&G Inc. -- https://Baltimore -- doing business as
Norma Jean's Gentleman's Club, was founded in 1998. The company's
line of business includes commercial printing and lithographic
process.
PP&G sought relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Md. Case No. 24-14430) on May 24, 2024, with up to
$50,000 in assets and up to $10 million in liabilities. Lisa
Ireland, president, signed the petition.
Judge Michelle M. Harner oversees the case.
The Debtor is represented by Brett Weiss, Esq., at The Weiss Law
Group, LLC.
PRESTO AUTOMATION: Cautions After Unauthorized LinkedIn Posting
---------------------------------------------------------------
Presto Automation Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that the Company became
aware on June 6, 2024 that Rock Creek Advisors, a financial advisor
that was not engaged by the Company, had posted on LinkedIn a
presentation containing certain information about the Company and
purporting to set out the Company's plans. The posting was not
authorized by the Company. Investors are advised that they should
rely solely on information conveyed by the Company in its SEC
filings and authorized public statements, and not on such
presentation and any accompanying statements.
About Presto Automation
Presto (Nasdaq: PRST) provides enterprise-grade AI and automation
solutions to the restaurant industry. Presto's solutions are
designed to decrease labor costs, improve staff productivity,
increase revenue, and enhance the guest experience. Presto offers
its AI solution, Presto Voice, to quick service restaurants (QSR)
and its pay-at-table tablet solution, Presto Touch, to casual
dining chains. Some of the most recognized restaurant names in the
United States are among Presto's customers, including Carl's Jr.,
Hardee's, and Checkers for Presto Voice.
The Company cautioned in its Quarterly Report for the period ended
Sept. 30, 2023, that substantial doubt exists about the Company's
ability to continue as a going concern within the next 12 months of
the issuance of its report. The Company continues efforts to
mitigate the conditions or events that raise this substantial
doubt, however, as some components of these plans are outside of
management's control, the Company cannot offer any assurances they
will be effectively implemented. The Company cannot offer any
assurance that any additional financing will be available on
acceptable terms or at all. If the Company is unable to raise
additional capital it would likely lead to an event of default
under the Credit Agreement and the potential exercise of remedies
by the Agent and Lender, which would materially and adversely
impact its business, results of operations and financial condition.
PRIME CAPITAL: Hires Bond Schoeneck & King as Bankruptcy Counsel
----------------------------------------------------------------
Paul A. Levine, as receiver of Prime Capital Ventures, LLC, seeks
approval from the U.S. Bankruptcy Court for the Northern District
of New York to hire Bond, Schoeneck & King, PLLC as counsel.
The firm's services include:
a. advising the Debtor regarding its function and duties as a
debtor in possession;
b. assisting in the preparation of the Debtor's schedules of
assets and liabilities and statement of financial affairs;
c. negotiating with all creditors;
d. examining liens against property of the estate;
e. negotiating with taxing authorities, if necessary;
f. representing the Debtor in proceedings and hearings in the
United States District and Bankruptcy Courts for the Northern
District of New York;
g. preparing and filing on behalf of the Debtor, all necessary
applications, motions, orders, reports, complaints, answers and
other pleadings and documents in the administration of the estate;
h. taking all necessary action to protect and preserve the
Debtor's estate;
i. providing assistance, advice and representation concerning
the confirmation of any proposed plan(s) and solicitation of any
acceptances or responding to rejections of such plan(s);
j. providing assistance, advice and representation concerning
any investigation of the assets, liabilities and financial
condition of the Debtor that may be required under local, state or
federal law;
k. providing counsel and representation with respect to
assumption or rejection of executory contracts and leases, sales of
assets and other bankruptcy-related matters arising from this
Chapter 11 Case;
l. advising the Debtor regarding all legal matters arising
during the Chapter 11 Case, including, but not limited to,
corporate, finance, intellectual property, tax and commercial
matters; and
m. providing all other pertinent and required representation
in connection with the provisions of the Bankruptcy Code.
Bond's hourly rates range from $150 to $550 per hour.
Bond received a retainer in the amount of $39,493.50.
Stephen Donato, Esq., a partner at Bond Schoeneck & King, 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:
Stephen A. Donato, Esq.
Bond Schoeneck & King, PLLC
One Lincoln Center
110 West Fayette St
Syracuse, NY 13202-1355
Tel: (315) 218-8336
Fax: (315) 218-8436
Email: sdonato@bsk.com
About Prime Capital Ventures, LLC
Prime Capital is an investment firm.
Prime Capital Ventures, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No.
24-10531) on May 14, 2024, listing $10 million to $50 million in
assets and $100 million to $500 million in liabilities. The
petition was signed by Paul A. Levine as receiver.
Stephen A. Donato, Esq. at Bond, Schoeneck & King, PLLC represents
the Debtor as counsel.
PRIME CAPITAL: Seeks to Hire BST & Co. CPAs as Financial Advisor
----------------------------------------------------------------
Paul A. Levine, as receiver of Prime Capital Ventures, LLC, seeks
approval from the U.S. Bankruptcy Court for the Northern District
of New York to hire BST & Co. CPAs, LLP as financial advisor.
The firm's services include:
a. preparing cash flow projections, budgets, financial and
strategic plans, periodic reporting, including monthly operating
reports, and asset and liability analysis, and advising the Debtor
on same;
b. reviewing and assessing the pre-petition financial
management of the Debtor's business;
c. analyzing and assisting in negotiations concerning any
proposed sale of the Debtor's assets;
d. reviewing and/or preparing the financial information and
analysis necessary for the proposal and confirmation of a plan of
reorganization or liquidation and related disclosure statement;
e. analyzing, reviewing, and monitoring the restructuring
process;
f. assisting counsel to the Debtor with the prosecution of
motions, responses, and objections, as required by the Debtor; and
g. providing such other assistance as the Debtor or its
counsel may deem necessary that are consistent with the role of a
financial advisor in this context and not duplicative of services
provided by other professionals in this Chapter 11 Case.
The Debtor proposes to pay the firm a customary and standard rate
ranging from $120 to $500.
Sareena Sawhney, a certified public accountant at BST & Co. CPAs,
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:
Sareena Sawhney, CPA
BST & Co. CPAs, LLP
10 British American Blvd.
Latham, NY 12110
Telephone: (800) 724-6700
Email: ssawhney@bstco.com
About Prime Capital Ventures, LLC
Prime Capital is an investment firm.
Prime Capital Ventures, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No.
24-10531) on May 14, 2024, listing $10 million to $50 million in
assets and $100 million to $500 million in liabilities. The
petition was signed by Paul A. Levine as receiver.
Stephen A. Donato, Esq. at Bond, Schoeneck & King, PLLC represents
the Debtor as counsel.
PUBLIC CRAFT: Wins Cash Collateral Access on Final Basis
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Wisconsin
authorized Public Craft Brewing Company to use cash collateral on
an interim basis, in accordance with the budget.
As previously reported by the Troubled Company Reporter, the Debtor
requires the use of cash collateral to purchase materials and
supplies and pay its employees. It also needs to honor customer
obligations to return deposits and accept gift cards.
The Debtor's chapter 11 filing was due to the pandemic, business
disruptions beginning in 2020 from the riots and court proceedings
in Kenosha, and misappropriation of funds by an ex-member and
manager.
The Debtor's attorneys, Kerkman & Dunn, searched the UCC financings
statements filed in Wisconsin under the Debtor's name, and legal
filings in Wisconsin Circuit Courts. Based upon the searches, one
entity had a prima facie interest in cash collateral of the Debtor,
McHenry Savings Bank, however on April 23, 2024 McHenry Savings
Bank transferred its interest in cash collateral to the Trust.
The value of the Trust's lien via assignment by McHenry Savings
Bank exceeds the amount of the claim by approximately $411,500.
The court ruled that Secured Creditor is granted replacement liens
of the same priority to the same extent in the cash collateral as
existed immediately before the Debtor filed its voluntary petition,
April 26, 2024. The Replacement Liens are deemed automatically
perfected upon entry of this order without the necessity of a
creditor taking possession, filing financing statements, mortgages
or other documents; provided, however, that the Debtor will execute
any necessary perfection documents upon the request of the Secured
Creditor. The Secured Creditor may not improve his respective
secured position on the Petition Date as a result of the
Replacement Liens.
The Debtor will continue to maintain general property and liability
coverage consistent with its coverage before the Petition Date and
requirements under the loan documents with the Trust that existed
as of the Petition Date with respect to its collateral.
The Order will terminate upon a trustee being appointed, the
chapter 11 case being dismissed or further order of the Court.
A copy of the court's order is available at
https://urlcurt.com/u?l=QKTJEE from PacerMonitor.com.
About Public Craft Brewing Company
Public Craft Brewing Company sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. E.D. Wisc. Case No. 24-22169-beh)
on April 26, 2024. In the petition signed by Michael W. Wimmer,
authorized representative, the Debtor disclosed up to $1 million in
both assets and liabilities.
Judge Beth E. Hanan oversees the case.
Jerome R. Kerkman, Esq., at Kerkman & Dunn, represents the Debtor
as legal counsel.
PV PETS: Seeks to Hire Business Accounting Systems as Accountant
----------------------------------------------------------------
PV Pets LLC seeks approval from the U.S. Bankruptcy Court for the
District of New Jersey to hire Steven Deon, CPA of Business
Accounting Systems P.C. as its accountant.
The Debtor needs Mr. Deon to prepare financial documents as
needed.
Mr. Deon will be paid $180 per week for his services.
Mr. Deon, senior accountant at Business Accounting Systems P.C.,
assured the court that he is a disinterested person under 11 U.S.C.
Sec. 101(14).
Mr. Deon can be reached at:
Steven Deon, CPA
Business Accounting Systems P.C.
943 Kings Highway
Paulsboro, NJ 08066
Tel: (856) 853-5422
About PV Pets LLC
PV Pets LLC sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 24-15472) on May 30, 2024,
listing $50,001 to $100,000 in assets and $500,001 to $1 million in
liabilities. Carol L. Knowlton, Esq at Gorski And Knowlton PC
represents the Debtor as counsel.
R.A.R.E. CORP: Hires Parker Finance Group as Accountant
-------------------------------------------------------
R.A.R.E. Corporation seeks approval from the U.S. Bankruptcy Court
for the Northern District of Illinois to employ Parker Finance
Group as accountant.
The firm will provide these services:
a. prepare the Debtor's federal and state tax returns for the
tax years 2018-2023 based on the information provided by the
Debtor;
b. provide tax planning advice as necessary to minimize the
Debtor's tax liability within the bounds of the law;
c. represent the Debtor in correspondence with tax
authorities, if required, regarding the prepared tax returns;
The firm will be paid at $38,250 for preparing financials and the
completion of the tax returns. Additional fees may apply for any
additional services requested beyond the scope of this engagement
and will be billed at a rate of $110 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael Parker, Ph.D., J.D., a partner at Parker Finance Group,
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 Parker, Ph.D., J.D.
Parker Finance Group
Tel: (404) 914-7093
Fax: (404) 920-4782
Email: info@parkerfinancegroup.com
About R.A.R.E. Corporation
R.A.R.E. Corporation sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-02127) on February
15, 2024.
In the petition signed by Rocky Eastland, president, the Debtor
disclosed up to $500,000 in assets and $1 million in liabilities.
Judge David D. Cleary oversees the case.
William J. Factor, Esq., at FactorLaw, represents the Debtor as
legal counsel.
RED VENTURES: Fitch Alters Outlook on BB- LongTerm IDR to Negative
------------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) of Red Ventures Holdco, LP, Red Ventures, LLC and New
Imagitas, Inc. at 'BB-'. Fitch has also affirmed Red Ventures'
senior secured debt at 'BB+' and revised the recovery to 'RR2' from
'RR1' due the recently contracted A/R Securitization facility
ranking contractually and structurally ahead of the first lien
senior secured debt. Fitch has revised the Rating Outlook to
Negative from Stable.
The Negative Outlook highlights persistent EBITDA margin pressures
due to rising operational costs and partnership headwinds causing
leverage to remain outside its sensitivities through 2024.
Fitch-calculated leverage at Dec. 31, 2023 increased to 4.4x for
2023 from 4.0x in 2022 driven by margin pressure from partnership
roll-offs, advertising market softness, and sustained high interest
rates. Fitch expects 2024 to be a pivotal year for strategic
investments in new partnerships alongside ongoing debt repayment.
KEY RATING DRIVERS
Operational Headwinds: The diversified media industry has faced
significant macroeconomic and operating headwinds due to a
lingering advertising recession that began in 2H23 and continued
into 1Q24. The recession impacted advertising budgets at national
and local levels and drove a significant drop in partner budget
demand. Red Ventures' revenues were further negatively affected by
the stickiness of higher interest rates, which limited advertising
spend on Bankrate during 2023.
While digital advertising recovered in 2H23, Red Ventures has
lagged the recovery as Google continue to take share from the
overall digital advertising market. Fitch expects 2024 to be a
transitional year for Red Ventures, as it reconfigures its platform
to unlock AI capabilities, invest in assets and creates new
business partnerships. These efforts should lead to a gradual
improvement in top line revenues and EBITDA by 2025.
Elevated Leverage: Despite repaying more than $1.4 billion of debt
over the last two years, leverage increased to 4.4x at Dec. 31,
2023 due to EBITDA declines. EBITDA declined by 15% in 2023 due to
the longer than expected advertising recession, which affected
digital and linear budgets at local and national levels,
partnership roll-offs, business development impasses and a tighter
credit market. However, the margin was relatively flat when
compared to 2022 due to cost controls instituted by the company.
Fitch expects Red Ventures' margins to gradually improve to the
high 20% range by 2027 as it develops new partnerships for its Red
Digital, Bankrate, TPG and Energy businesses, leverages Artificial
Intelligence to reconfigure its platform and customer interactions,
and benefits from a more efficient cost structure and platform.
Solid Liquidity: Red Ventures typically generates significant FCF
due to high operating leverage and minimal capex requirements.
Despite the recent EBITDA decline, the company generated $245
million of FCF in 2023. In previous years the company generated
around $200 million of FCF. Red Ventures also has additional
sources of liquidity. In 2023, the company completed the transfer
of its Education business to Puerto Rico, aiming to generate
approximately $225 million in tax credits. The tax credits can be
utilized over the next five years or could be monetized sooner at a
discount. In addition, Red Ventures hold equity stakes in RVO
Health, a joint venture formed in 2022 with UnitedHealth Group, and
ZPG, a collection of online brands in the U.K. acquired in 2018
with Silver Lake.
Substantial Debt Repayment: The company has repaid more than $1.4
billion of debt over the last two years using proceeds from the RVO
Health JV and internal FCF generation, including $175 million in
2023. Fitch takes comfort from management's commitment to continue
repaying debt until net leverage reaches its target of 3.0x, which
Fitch expects to occur in 2025.
Capital Allocation Strategy: Fitch expects management to continue
using FCF for acquisitions and debt repayment. Management continues
to guide to a long-term net leverage target range of 3.0x to 4.0x
but has also stated that the company will remain opportunistic with
M&A and could temporarily exceed its leverage target for the right
acquisition. While Fitch has not included significant capital
returns to shareholders in its expectations, it remains a potential
issue given the company's private equity ownership.
Highly Acquisitive Strategy: Fitch expects Red Ventures will return
to making both large- and small-scale acquisitions once leverage
approaches its net leverage target. Although the company has
historically used debt to finance some if its acquisitions, Fitch
expects future acquisitions to be funded internally given the
company's improved closing cash position and cash generation
profile as result of its most recent acquisitions.
Leading Customer Acquisition Platform: Red Ventures is the market
leader in screening potential customers online. The company uses
its technology-enabled customer acquisition and marketing services
platform to deliver more highly qualified leads, conversions and
retention to its partners, consistently outperforming its partners'
in-house marketing teams. Red Ventures' data-driven marketing has
used proprietary technology for more than 15 years across leading
digital brands including Bankrate, The Points Guy and CNET.
Although its product offerings can be reproduced, the company's
specific analytics capabilities and successful track record of
value creation are difficult to recreate.
Sticky Partner Relationships: The company has consistently provided
higher sales conversions and customer retention as measured by
average life time value than its partners and competitors. As a
result, eight of Red Ventures' top 10 partners having been with the
company for more than five years.
High Customer Concentration: The company's top three customers
generated 29% of total revenues 2023, versus 26% in 2022 and 30% in
2018. Fitch expects customer concentration to further decline as
Red Ventures diversifies its end markets and adds new customers via
strategic acquisitions.
DERIVATION SUMMARY
Red Ventures' ratings reflect its prominent role in digital
marketing as a service provider, leveraging proprietary technology
and data analytics to drive customer acquisition for clients.
Strategic acquisitions have bolstered the company's scale, even
post the deconsolidation of RV Health. Red Ventures generates
robust and consistent FCF as result of high operating leverage and
minimum capex requirements. FCF margins are typically in the
mid-teens and are relatively resilient amidst broader economic
challenges and the volatile advertising cycle.
The company's scale, leading market presence, and solid cash flow
profile are key strengths. However, the rating is tempered by the
industry's relatively low entry barriers and the relatively high
concentration of customers and end markets. Fitch views positively
Red Ventures' ongoing efforts to diversify its end markets,
mitigating risks associated with customer concentration and market
cyclicality.
Red Ventures has less scale and lower margins but is less levered
than Neptune BidCo US Inc. (B+/Stable), which owns Nielsen, a
supplier of data and analytics to the television and advertising
sectors. Although Neptune is not a direct comp to Red Ventures,
they are both business service companies.
KEY ASSUMPTIONS
- For 2024, Red Ventures' total revenues decline in the low-teens
driven primarily by double digit decreases in its Bankrate, CNET,
Travel and Education segments and low-single digit declines in Red
Digital. These declines more than offset low double-digit growth
rate in its TPG, Energy and Home businesses. For 2025, revenues
bounce back to grow in low-teens primarily driven by the
realization of new partnerships in Red Digital and better market
conditions for Bankrate as interest rates moderate. Thereafter, a
low to mid single digit revenue growth was assumed;
- 2024 EBITDA margin declines to 24.2% due to new partnership
adoption delays and lower customer search interest in key product
categories, coupled with a persistent relatively high interest
rates environment. For 2025, margins improve to 29.6% as the
company benefits from the revenue improvement and its high
operating leverage. Thereafter, margins range between 27% to 29%;
- Fitch did not incorporate the Puerto Rican tax credits into its
projections due to the uncertainty regarding the monetization
strategy. However, it acknowledges that these credits could provide
an extra source of liquidity following the transfer of the
Education business to Puerto Rico.
- M&A activity restarts in late 2024 at $30 million annually on
bolt-on acquisitions;
- 1.8% capital intensity, gradually increasing to 2.0% by the end
of the projection;
- $10 million per year of common dividends paid throughout the
projection;
- Fitch assumes continued debt repayment over the rating horizon,
in line with the company's focus on its 3.0x net leverage target.
RATING SENSITIVITIES
Factors That Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Fitch could stabilize the Negative Outlook if EBITDA leverage was
sustained below 4.0x, as result of improved advertising market
conditions, effective platform restructuring, and strategic
partnerships that yield considerable, lasting margin improvements,
while maintaining an adequate liquidity position with a reasonable
reduction of debt from internal free cash flow generation within 12
to 18 months;
- EBITDA leverage sustained below 3.5x;
- Operating scale improvement such that revenue grows in the mid-
to high-teens and EBITDA exceeds $650 million on an ongoing basis.
Factors That Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA leverage remains above 4.0x on a sustained basis;
- Deterioration in operating profile including a significant
slowdown in revenue and/or EBITDA growth;
- Increased partner and end-market concentration.
LIQUIDITY AND DEBT STRUCTURE
Sufficient Liquidity: Red Ventures' liquidity position as of March
31, 2024 consisted of $98 million of cash on hand and $660 million
of available capacity under its $1.02 billion RCF, which matures in
November 2027. The company's liquidity position is supported by
Fitch's expectation of annual FCF generation in excess of $190
million. In addition, the company has several unrealized sources of
liquidity including the Puerto Rico tax credits and the highly
monetizable equity stakes in RVO Health JV and ZPG.
No Significant Debt Maturities Until 2026: The $50 million A/R
facility matures in December 2026, followed by the $1.02 billion
RCF in 2027.
Debt Structure: Fitch rates Red Ventures' senior secured credit
facilities 'BB+', two notches higher than the IDR as they are
secured by substantially all of Red Ventures' assets. The A/R
Securitization facility is collateralized by substantially all
domestic accounts receivable. Although Fitch does not rate the A/R
Securitization facility, it is included as part of Fitch-calculated
leverage in accordance with criteria.
ISSUER PROFILE
Red Ventures is a leading technology-enabled customer acquisition
platform that partners with companies to optimize the customer
acquisition lifecycle. Notable brands include Bankrate, The Points
Guy and CNET among several others.
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
----------- ------ -------- -----
New Imagitas, Inc. LT IDR BB- Affirmed BB-
Red Ventures, LLC LT IDR BB- Affirmed BB-
senior secured LT BB+ Affirmed RR2 BB+
Red Ventures
Holdco, LP LT IDR BB- Affirmed BB-
RELIANCE SECURITY: Hires Leavitt Legal Services as Legal Counsel
----------------------------------------------------------------
Reliance Security Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Nevada to hire Leavitt Legal Services,
P.C. as counsel.
The firm will provide these services:
a. aid the Debtor in filing the necessary documents required in
a Chapter 11 bankruptcy proceeding, including schedules, disclosure
statements and plan;
b. aid the Debtor in determining what is best for the estate;
c. institute, prosecute, or defend any lawsuits arising from the
bankruptcy case; and
d. perform all other legal services for the Debtor which may be
necessary and it is necessary for the Debtor to employ an
attorney.
The firm will be paid at the rate of $475 per hour, and a retainer
of $25,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
James T. Leavitt, Esq., a partner at Leavitt Legal Services, 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:
James T. Leavitt, Esq.
LEAVITT LEGAL SERVICES, P.C.
601 South 6th Street
Las Vegas, NV 89101
Tel: (702) 385-7444
Fax: (702) 385-1178
Email: Jamestleavittesq@gmail.com
About Reliance Security Inc.
Reliance Security Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
24-12701) on May 30, 2024. The petition was signed by Joel Logan as
owner. At the time of filing, the Debtor estimated $340,908 in
assets and $1,272,747 in liabilities.
James T. Leavitt, Esq. at Leavitt Legal Services, P.C. represents
the Debtor as counsel.
ROSEN FAMILY: Hires Calaiaro Valencik as Bankruptcy Counsel
-----------------------------------------------------------
Rosen Family Law Group, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to employ Calaiaro
Valencik as bankruptcy counsel.
The firm will provide these services:
(a) prepare the bankruptcy petition and attendance at the
meeting of creditors;
(b) represent the Debtor in relation to negotiating an
agreement on cash collateral;
(c) represent the Debtor in relation to acceptance or
rejection of executory contracts;
(d) advise the Debtor regarding its rights and obligations
during the Chapter 11 case;
(e) represent the Debtor in relation to any motions to convert
or dismiss this Chapter 11;
(f) represent the Debtor in relation to any motions for relief
from stay filed by any creditors;
(g) prepare the plan of reorganization;
(h) prepare any objection to claims in the Chapter 11; and
(i) represent the Debtor in general.
The 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
Paralegals $100 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer in the amount of $6,000.
Mr. Calaiaro disclosed in a court filing that the firm is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Donald R. Calaiaro, Esq.
Calaiaro Valencik
938 Penn Avenue, Suite 501
Pittsburgh, PA 15222-3708
Telephone: (412) 232-0930
Facsimile: (412) 232-3858
Email: dcalaiaro@c-vlaw.com
About Rosen Family Law Group, LLC
Rosen Family Law Group, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 24-21292) on May
24, 2024, listing under $1 million in both assets and liabilities.
Donald R. Calaiaro, Esq., at Calaiaro Valencik represents the
Debtor as legal counsel.
SDI STORES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: SDI Stores LLC
d/b/a Bob's Stores
d/b/a Bobs Stores
d/b/a Eastern Mountain Sports
d/b/a EMS
d/b/a Sport Chalet
160 Corporate Ct
Meriden, CT 06450
Business Description: The Debtor is a sporting goods, hobby and
musical instrument retailer.
Chapter 11 Petition Date: June 18, 2024
Court: United States Bankruptcy Court
District of Delaware
Case No.: 24-11386
Judge: Hon. Judge Mary F. Walrath
Debtor's Counsel: Maria Aprile Sawczuk, Esq.
GOLDTEIN & MCCLINTOCK LLLP
501 Silverside Road
Suite 65
Wilmington, DE 19809
Tel: 302-444-6710
Fax: 302-444-6709
E-mail: marias@goldmclaw.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $50 million to $100 million
The petition was signed by David Barton, authorized rep. Bob's EMS
Holdings LLC, Manager of Debtor's sole member.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/JNQI4JI/SDI_Stores_LLC__debke-24-11386__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. 47 Brand, LLC $258,394
PO Box 419648
Boston, MA
02241-9648
2. Adidas Sales, Inc. $529,372
Dept CH 19361
Palatine, IL
60055-9405
3. Aptos LLC $548,837
Dpet CH17281
5505
N.Cumberland
Ave Suite 307
Chicago, IL
60656-1471
4. Ariat International Inc. $250,876
PO Box 201282
Dallas, TX 75320
5. Carhartt $1,243,242
PO Box 85643
Minneapolis, MN
55485-6843
6. Columbia Sportswear Co. $280,806
PO Box 935641
Atlanta, GA
31193-5641
7. GoDigital Media Group $540,230
4712 Admiralty
Way #533
Marina Del Ray,
CA 90292
8. Hamilton, Kane, M $209,381
Artin, Ent., Inc.
P.O. Box 369
West Islip, NY
11795
9. Hanesbrands Inc. $549,105
Champion Products
21692 Network Place
Chicago, IL
60673-1216
10. Levi Strauss & Co. $494,688
P.O. Box 100883
Atlanta, GA
30384-0883
11. Merchstack, Inc. $204,156
12333 Sowden Rd
Ste B
PMB 83448
Houston, TX
77080
12. One Step Up Ltd. $231,039
1412 Broadway
3rd Floor
New York, NY
10018
13. Optimad Media LLC $839,905
55 Peters
Canyon Rd
Irvine, CA 92606
14. Puma North America $302,190
PO Box 74007020
Chicago, IL
60674-7020
15. Skechers USA, Inc. $376,499
PO Box 74008181
Chicago, IL
60674-8181
16. TBP Cranston LLC $286,759
PO Box 715975
Cincinnati, OH
45217-5975
17. Under Armour, Inc. $650,919
P.O. Box 791022
Baltimore, MD
21279-1022
18. VF Outdoor Timberland $664,600
13911
Collections Center Drive
Chicago, IL 60693
19. VFI KR SPE I LLC $964,503
PO Box 8105
Ann Arbor, MI
48107
20. Wolverine World Wide, Inc. $265,892
25759 Network Place
Chicago, IL
60673-1257
SEALED AIR: S&P Rates New $400MM Senior Unsecured Notes 'BB+'
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '4'
recovery rating to Sealed Air Corp.'s proposed $400 million senior
unsecured notes. The '4' recovery rating indicates its expectation
for average (30%-50%; rounded estimate: 35%) recovery in the event
of a payment default. The company intends to use the proceeds from
these notes to repurchase any or all of its outstanding 5.5% $400
million senior unsecured notes due 2025, pursuant to its tender
offer, as well as to pay transaction-related fees and expenses.
Sealed Air would use the remaining proceeds, if any, for general
corporate purposes.
All of its existing ratings on the company, including its 'BB+
issuer credit rating and its 'BBB-' issue-level rating and '1'
recovery rating on its senior secured notes, are unchanged.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's simulated default scenario contemplates that severe cash
flow stress leads to a payment default in 2029. It assumes resin
costs are very high for a prolonged period and the company cannot
fully pass through these increases to customers because of
recessionary economic conditions and decreased demand.
-- S&P valued Sealed Air on a going-concern basis because it
believes its creditors would realize greater recovery through a
reorganization rather than a liquidation.
Simulated default assumptions
-- Simulated year of default: 2029
-- EBITDA multiple: 6x
-- EBITDA at emergence: $659 million
-- Jurisdiction: U.S.
Simplified waterfall
-- Net enterprise value at default (after 5% administrative
costs): $3.757 billion
-- Valuation split (obligors/nonobligors): 70%/30%
-- Priority claims: $121 million
-- Value available to secured debt (collateral/noncollateral):
$3.273 billion/$363 million
-- Secured debt claims: $2.459 billion
--Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Value available to unsecured debt (collateral/noncollateral):
$814 million/$363 million
-- Unsecured debt claims: $2.987 billion
--Recovery expectations: 30%-50% (rounded estimate: 35%)
Note: Debt amounts include six months of accrued interest that S&P
assumes will be owed at default. Collateral value includes asset
pledges from obligors (after priority claims) plus equity pledges
in nonobligors. S&P generally assumes usage of 85% for cash flow
revolvers at default.
SEASONAL LANDSCAPE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Seasonal Landscape Solutions, Inc.
650 Braewood Dr.
Algonquin, IL 60102
Business Description: The Debtor specializes in residential
design-build landscaping.
Chapter 11 Petition Date: June 17, 2024
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 24-08880
Judge: Hon. Janet S Baer
Debtor's Counsel: Richard G Larsen, Esq.
SPRINGERLARSEN, LLC
300 S. County Farm Road
Suite G
Wheaton, IL 60187
Tel: 630-510-0000
Fax: 630-510-0004
Email: rlarsen@springerbrown.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Andy Wiltberger 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/H5RYEMQ/Seasonal_Landscape_Solutions_Inc__ilnbke-24-08880__0001.0.pdf?mcid=tGE4TAMA
SEASPAN CORP: Fitch Affirms BB LongTerm IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) and unsecured note rating of Seaspan Corporation (Seaspan) at
'BB'. The Rating Outlook is Stable.
KEY RATING DRIVERS
The rating affirmations reflect Seaspan's scale and franchise as a
leading containership lessor, low leverage, predictable cash flows
generated predominantly from longer-term leases, and solid
liquidity. Seaspan's ratings are also supported by a strong
operating platform, which includes ownership of a young fleet on
long-term charters, solid profitability and an experienced
leadership team.
Seaspan's ratings are primarily constrained by significant customer
concentration, a high proportion of secured funding and the
specialized nature and relative illiquidity of containerships when
compared with other large equipment lessors.
Rating constraints applicable to the containership leasing sector
include risks associated with the cyclicality of the global
shipping industry and the potential for undisciplined industry
capacity build-up that may negatively impact the financial
performance of containership liners, pressuring containership
charter rates and exposing Seaspan to potentially sizable
impairment charges.
Seaspan is the largest containership lessor in the world with 165
ships accounting for 1.7 million of twenty-foot equivalent Unit
(TEU) capacity as of March 31, 2024. Seaspan has successfully
worked through more than half of its large orderbook, taking
on-time deliveries of 52 newbuild vessels from 3Q21 - June 1, 2024,
with 18 containerships totaling 161,250 TEU remaining and six pure
car truck carrier (PCTC) vessels with 64,800 car equivalent units
(CEU) remaining, all of which have contracted charter agreements
attached.
The remaining ships include six 10,800 CEU liquified natural gas
(LNG) dual fuel PCTC vessels on long-term charters to
Hyundai-Glovis to be delivered in 2026-2027. Fitch views this
addition favorably as it diversifies the end user base while
aligning with the strategy of long-term, fixed rate leases to
strong counterparties. Seaspan's fleet is the youngest among public
peers with a weighted average fleet age of six years as of 1Q24,
pro forma for the order book.
Seaspan has meaningful customer concentration risk, as the top
three customers comprised more than 58% of lease revenues in 2023,
and revenues from the newbuild vessels will be similarly
concentrated. Seaspan has not recognized impairments on its vessels
since 2016, and Fitch expects impairment risk to remain low over
the Outlook horizon given the young, in-demand fleet and the
improving credit profile of the customer base.
Seaspan reported pre-tax return on average assets (ROAA) of 3.6% in
2023, below the four-year average of 4.4% from 2020-2023, primarily
driven by higher borrowing costs. Approximately 55% of the
company's debt carries unhedged floating rates as of 1Q24, compared
to 93% fixed revenues. Fitch expects high interest costs to
continue to pressure returns over the Outlook horizon.
Seaspan's leverage is amongst the lowest compared to Fitch-rated
equipment lessors, with gross debt to tangible equity of 2.1x at
1Q24, compared to 2.0x at YE23 and 1.7x at YE22. While still low,
leverage has risen incrementally over the last year as the company
has drawn on secured financing for newbuild vessel deliveries.
Fitch expects leverage to return to 2.0x or below over the Outlook
horizon.
Seaspan's largely secured funding profile constrains the rating. At
1Q24, unsecured debt represented 8.2% of total debt, down from
22.2% at 1Q23 due to early bond redemptions trigged by the closing
of the take-private transaction in 2023, as well as material draws
on secured borrowing capacity to fund newbuild deliveries. Fitch
believes a more meaningful unsecured funding component would
improve financial flexibility in times of stress.
Fitch believes Seaspan's liquidity profile is adequate as of 1Q24,
consisting of $283 million of cash on hand, $500 million
availability under its committed revolving credit facilities and
$866 million availability of term loan facilities. Fitch estimates
liquidity sources (unrestricted cash and undrawn facility capacity)
covered the next 12 months of debt maturities by approximately 2.2x
at 1Q24, which is within Fitch's 'a' category benchmark range of
over 2.0x. Additionally, capex needs for upcoming newbuild
deliveries are fully funded with committed financing.
Seaspan's parent company Atlas Corporation was acquired by the
newly formed Poseidon Acquisition Corp in March 2023. This took the
company private and effectively moved the outstanding publicly
traded shares to Ocean Network Express, one of Seaspan's shipping
customers.
The transaction did not add any incremental leverage to Seaspan's
balance sheet, and the current management team remains in place.
While Fitch does not expect the transaction to affect Seaspan's
rating and has not observed any strategic shifts to date, it does
add incremental uncertainty given the new ownership structure and
the resignation of three independent directors from Atlas' board.
The Stable Outlook reflects Fitch's expectation that Seaspan will
maintain its market position and generate consistent cash flows
with minimal impairments, while maintaining sufficient liquidity,
an unsecured funding component, and leverage at or below 2.0x on a
sustained basis.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Material deterioration of the container shipping industry due to
trade wars between large economies and/or exogenous shocks
resulting in oversupply of containerships and sustained declines in
lease rates and cash generation of re-chartered vessels;
- The default of one of the company's top lessees; elevated vessel
impairments that erode Seaspan's equity base; debt funded capital
distributions to the parent;
- A sustained increase in leverage above 3.0x;
- Sustained maintenance of unsecured funding below 10%; and/or
- The decline of liquidity coverage below 1x.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- An increase in unsecured debt approaching 25% of total debt,
which would enhance the firm's funding flexibility, and further
diversification and improvement in the credit quality of the
customer base would be positive for ratings.
- Positive rating momentum would also be contingent on the
continuation of minimal impairments, maintenance of a manageable
dividend payout ratio, leverage sustained at or below 2.0x and
liquidity coverage above 1.25x.
DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS
The senior unsecured long-term debt issued by Seaspan is equalized
with its Long-Term IDR and reflects average recovery prospects in
case of stress, given the company's low leverage and the presence
of the moderate pool of unencumbered assets.
DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES
The unsecured debt rating is expected to move in tandem with the
IDR, but a meaningful increase in leverage and/or decrease in the
proportion of unencumbered assets to unsecured debt could result in
the unsecured debt rating being notched down from the IDR.
ADJUSTMENTS
The Standalone Credit Profile (SCP) has been assigned in line with
the implied SCP.
The Business Profile score has been assigned below the implied
score due to the following adjustment reason: Business model
(negative).
The Asset Quality score has been assigned below the implied score
due to the following adjustment reasons: Concentrations; asset
performance (negative), Risk profile and business model
(negative).
The Earnings & Profitability score has been assigned below the
implied score due to the following adjustment reason: Historical
and future metrics (negative).
The Funding, Liquidity & Coverage score has been assigned below the
implied score due to the following adjustment reasons: Funding
flexibility (negative), Historical and future metrics (negative).
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 Prior
----------- ------ -----
Seaspan Corporation LT IDR BB Affirmed BB
senior unsecured LT BB Affirmed BB
SEVENTEEN00 LLC: Hires Shepherd & Wood LLP as Counsel
-----------------------------------------------------
Seventeen00 LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of California to employ Shepherd & Wood LLP
as counsel.
The firm's services include:
a. consulting with Debtor concerning its present financial
situation, Debtor's realistic achievable goals, and the efficacy of
various forms of bankruptcy to achieve its goals;
b. preparing the documents necessary to commence the
bankruptcy case;
c. advising Debtor concerning his duties as
debtor-in-possession in Chapter 11;
d. identifying, prosecuting, and defending claims and causes
of actions assertable by or against the estate;
e. preparing applications, motions, answers, briefs, records,
reports, notices, proposed orders, and other papers in connection
with administration of the estate, including the formulation of the
Chapter 11 plan, drafting the plan and disclosure statement, and
prosecuting legal proceedings to seek confirmation of the plan;
f. if necessary, preparing, and prosecuting pleadings to avoid
preferential transfers or transfers deemed fraudulent as to
creditors, motions for authority to borrow money, sell property, or
compromise claims and objections to claims; and
g. taking all necessary action to protect and preserve the
estate, and all other legal services requested.
The firm will be paid at these rates:
E. Vincent Wood, Attorney $485 per hour
Jim Shepherd, Attorney $485 per hour
Gina Morris, Paralegal $175 per hour
Nicole Zorrilla, Legal Assistant $125 per hour
The firm will be paid a retainer in the amount of $20,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Vincent Wood, Esq., a partner at Shepherd & Wood 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:
E. Vincent Wood, Esq.
Shepherd & Wood LLP
2950 Buskirk Ave., #300
Walnut Creek, CA 94597
Tel: (925) 278-6680
Fax: (925) 955-1655
Email: general@shepwoodlaw.com
About Seventeen00 LLC
Seventeen00, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Calif. Case No. 24-10240) on May 1,
2024, with $1 million to $10 million in both assets and
liabilities. John Loe, managing member, signed the petition.
Judge William J. Lafferty presides over the case.
E. Vincent Wood, Esq., at Shepherd & Wood, LLP represents the
Debtor as legal counsel.
SHINECO INC: Three Top Executives Agree to Waive Compensation
-------------------------------------------------------------
Shineco Inc. announced June 14, 2024, that commencing June 1, 2024,
its Chief Executive Officer and Director, Jennifer Zhan, Chief
Operating Officer and Director, Xiqiao Liu, and Chief Financial
Officer and Director, Sai (Sam) Wang, willingly waived their
compensation, including, but not limited to, salary, bonus, stock
awards, option awards and any other compensation, and instead, each
would receive a nominal annual salary of $1 until the day the
Company's market capitalization reaches $1 billion.
The Company further announced that the waived compensation would be
used as an incentive to award outstanding employees who contribute
to the Company's development, especially in the aspects of
technology development, product innovation, management optimization
and market expansion.
About Shineco
Headquartered in Beijing, People's Republic of China, Shineco, Inc.
is a holding company incorporated in Delaware. As a holding
company with no material operations of its own, the Company
conducts its operations through its subsidiaries and in the two
years ended June 30, 2022 and 2023, through the variable interest
entities and subsidiaries. The Company's shares of common stock
currently listed on the Nasdaq Capital Markets are shares of our
Delaware holding company. The Chinese regulatory authorities could
disallow its structure, which could result in a material change in
its operations and the value of its securities could decline or
become worthless.
Singapore-based AssentSure PAC, the Company's auditor since 2021,
issued a "going concern" qualification in its report dated Sept.
28, 2023, citing that the Company had net losses of US$13,956,031
and US$27,067,139, and cash outflow of US$5,390,594 and
US$5,712,562 from operating activities for the years ended June 30,
2023 and 2022, respectively. The Company also draw attention to
Note 19 of the financial statements, which describes the
uncertainty related to the outcome of the lawsuits filed against
it. These conditions raise substantial doubt about the Company's
ability to continue as a going concern.
"As disclosed in the Company's unaudited condensed consolidated
financial statements, the Company had recurring net losses of
US$12.9 million and US$6.9 million, and continuing cash outflow of
US$2.9 million and US$2.5 million from operating activities from
continuing operations for the nine months ended March 31, 2024 and
2023, respectively. As of March 31, 2024, the Company had negative
working capital of US$20.9 million. Management believes these
factors raise substantial doubt about the Company's ability to
continue as a going concern for the next twelve months. In
assessing the Company's going concern, management monitors and
analyzes the Company's cash on-hand and its ability to generate
sufficient revenue sources in the future to support its operating
and capital expenditure commitments. The Company's liquidity needs
are to meet its working capital requirements, operating expenses
and capital expenditure obligations. Direct offering and debt
financing have been utilized to finance the working capital
requirements of the Company," said Shineco in its Quarterly Report
on Form 10-Q for the period ended March 31, 2024.
SHOPKO STORES: Monarch to Sell Shopko Optical to Fielmann Group
---------------------------------------------------------------
Monarch Alternative Capital LP, a leading investment firm with over
$14 billion of assets under management, announced that it entered
into a definitive agreement to sell Shopko Optical to the Fielmann
Group, a leading global eyewear provider. Shopko Optical, an
optical retailer operating more than 140 stores across 13 U.S.
states, has been a leader in providing trusted eyecare to
communities for over 40 years. The transaction is expected to
close in the third quarter of this year, subject to customary
closing conditions and regulatory approvals.
Shopko Optical was formed as a standalone company in 2019 through
Monarch's purchase of 80 store-in-store optical units from Shopko
Stores, Inc., formerly a retail chain of discount department stores
based in Wisconsin that filed for bankruptcy in January 2019.
Through involvement in the restructuring process, Monarch
identified the opportunity to purchase Shopko Stores' optical
business in the bankruptcy sale auction process. Monarch believed
Shopko's optical business was a highly attractive asset within the
broader Shopko retail platform. The optical business had a proven
track record of revenue and EBITDA growth.
Monarch successfully transitioned 80 legacy store-in-store units
into freestanding stores, ensuring the continuity of the optical
services as well as the dedicated healthcare staff and employees.
In addition, the strength of the Shopko Optical brand in the
Midwestern market generated growth opportunities to expand into new
markets through new store openings and acquisitions. Over the past
five years, Shopko Optical has nearly doubled its store count and
expanded its store footprint into several new states. With a
strong management team and ongoing execution, the company has
capitalized on the long-term secular growth trends in the U.S.
optical industry.
"Monarch Alternative Capital has been a fantastic partner and
advocate of Shopko Optical over the last five years," said Russ
Steinhorst, Chief Executive Officer of Shopko Optical. "They saw
the potential early on and fully supported the team as it executed
the initial establishment of the company and carveout of 80
locations, followed by resources and guidance to grow to the 145
locations we have today. We appreciate the thoughtful approach the
Monarch team took to always push the company to the next level.
Their time and investment in our business allowed our team to do
what we always knew we could do, build an industry leading eyecare
provider with industry leading results."
"We are delighted to have witnessed incredible growth in the Shopko
Optical business over the past five years, thanks to the dedicated
partnership with our outstanding management team," said Ian
Glastein, Managing Principal at Monarch and Chairman of the Shopko
Optical Board of Directors. "We wish the company continued success
as it embarks on the next exciting chapter of its journey."
Jefferies LLC is acting as financial advisor and Kirkland & Ellis
LLP is serving as legal advisor to Shopko Optical.
About Monarch Alternative Capital LP
Monarch Alternative Capital LP is a global investment firm founded
in 2002 with over $14 billion in assets under management. Monarch
focuses primarily on opportunistic credit and real estate across
various market segments and instrument types. Monarch draws on the
skills and experience of its employees across its offices in New
York, London, and West Palm Beach. For more information, please
visit www.monarchlp.com.
About Shopko Optical
Shopko Optical (Shoptikal Topco, Inc.) is an optical retailer
operating more than 140 stores in Idaho, Illinois, Iowa, Michigan,
Minnesota, Montana, Nebraska, North Dakota, Ohio, South Dakota,
Utah, Washington and Wisconsin. The company generated US$168
million in sales in 2023. At year-end, 1,087 employees were driving
the growth of Shopko Optical.
About Shopko
Founded in 1962 and headquartered in Green Bay, Wisconsin, Shopko
Stores Operating Co., LLC -- http://www.shopko.com/-- is a $3
billion retailer that operated more than 360 stores in 26 states
throughout the Central, Western and Pacific Northwest regions as of
January 2019. In March 2019, the company announced it would close
all remaining stores by June 2020.
Shopko Stores and 13 affiliates sought Chapter 11 protection in
Omaha, Nebraska, on Jan. 16, 2019. The lead case is In re
Specialty Retail Shops Holding Corp. (Bankr. D. Neb. Case No.
19-80064).
The cases are assigned to Judge Thomas L. Saladino.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; McGrath North
Mullin & Kratz, P.C. LLO as local counsel; Houlihan Lokey Capital,
Inc., as investment banker; Berkeley Research Group, LLC, as
restructuring advisor; Hilco Real Estate, LLC as real estate
consultant; Willkie Farr & Gallagher LLP as special counsel; Ducera
Partners LLC as financial advisor; and Prime Clerk LLC as notice
and claims agent.
A seven-member panel has been appointed as official unsecured
creditors committee in the cases. The Committee retained as
counsel Pachulski Stang Ziehl & Jones LLP and Goosman Law Firm,
PLC, in Omaha, Nebraska.
SHUN FENG: Seeks Cash Collateral Access
---------------------------------------
Shen Fung No. 1 LLC asks the U.S. Bankruptcy Court for the Eastern
District of New York for authority to use up to $50,000 of cash
collateral and provide adequate protection, in accordance with its
agreement with Cathay Bank.
The Debtor requires the use of cash collateral to pay expenses such
as insurance, property taxes, repairs, maintenance, and utilities.
On October 19, 2020, the Bank agreed to lend SF LLC $ 1.8 million.
On about October 19, 2020, SF LLC and the Bank entered into
agreements regarding the Loan, including the Adjustable-Rate
Mortgage Note, the Mortgage, and the Collateral Assignment of
Leases and Rents. Under the Mortgage, SF LLC irrevocably mortgaged
its interest in the Property to the Bank.
The Bank commenced a foreclosure action against SF LLC on January
5,2023. The Bank alleged that SF LLC breached the Mortgage Loan
Agreements by (a) failing to promptly cure certain building code
violations and (b) permitting to exist a pledge of a security
interest in and a lien upon its assets by the Private Lenders. The
Bank has a foreclosure judgment against SF LLC.
As of the Filing Date, SF LLC owed the Bank $2,.1 million under the
Loan Agreements.
SF LLC will give the Bank two forms of adequate protection for any
diminution in the Aggregate Collateral that may result from SF
LLC's use of the cash collateral. First, SF LLC will be granted
"Replacement Liens" to the Bank, as additional security for payment
of the Prepetition Debt and the Bank's Claim. Second, SF LLC will
make monthly payments to the Bank in the amount of $8,919, as set
forth in the Budget.
The Debtor's right to use cash collateral will terminate on the
earliest to occur of (1) an Event of Default, (2) the effective
date of the Chapter 11 plan, and (3) July 2, 2024 (90 days after
the Filing Date).
A copy of the motion is available at https://urlcurt.com/u?l=5PwI9z
from PacerMonitor.com.
About Shun Feng No. 1 LLC
Shun Feng No. 1 LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No
24-41446) on April 3, 2024. In the petition signed by Qi Yao Chen,
member, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Elizabeth S. Strong oversees the case.
Andrew D. Solomon, Esq., at Geng & Associates PC represents the
Debtor as counsel.
SIR TAJ: Trustee Hires Hahn Fife & Company as Accountant
--------------------------------------------------------
John P. Pringle, the Trustee for Sir Taj LLC, seeks approval from
the U.S. Bankruptcy Court for the Central District of California to
employ Hahn Fife & Company, LLC as accountant.
The firm will provide accounting services to the bankruptcy estate
that include preparing and filing necessary state and federal
estate tax returns, capital gain projections, assistance with cash
flows and reorganization plan, liquidation analysis, preparing
Monthly Operating Reports, review of financial documents and any
other reasonable duties assigned by the Trustee.
The firm will be paid at the rate of $510 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Donald T. Fife, a partner at Hahn Fife & Company, 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:
Donald T. Fife, CPA
Hahn Fife & Company, LLP
1055 East Colorado Blvd., 5th Floor
Pasadena CA 91106
Telephone: (626) 792-0855
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.
SJB TRUCKING: Joli Lofstedt Named Subchapter V Trustee
------------------------------------------------------
The U.S. Trustee for Region 11 appointed Joli Lofstedt, Esq., as
Subchapter V trustee for SJB Trucking, LLC.
Ms. Lofstedt, a practicing attorney in Louisville, Colo., 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. Lofstedt declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Joli A. Lofstedt, Esq.
P.O. Box 270561
Louisville, CO 80027
Phone: (303) 476-6915
Fax: (303) 604-2964
Email: joli@jaltrustee.com
About SJB Trucking
SJB Trucking, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Wyo. Case No. 24-20218) on June 7, 2024,
with $100,001 to $500,000 in assets and $500,001 to $1 million in
liabilities.
Judge Cathleen D. Parker presides over the case.
Clark D. Stith, Esq., at Clark D. Stith represents the Debtor as
legal counsel.
SKC PROPERTIES: Hires Gerald M. Tashima, CPA as Accountant
----------------------------------------------------------
SKC Properties, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Hawaii to employ Gerald M. Tashima, CPA as its
accountant.
The firm will assist the Debtor with accounting and bookkeeping
advice, prepare the monthly operating reports, and prepare general
excise tax returns.
The firm will charge $150 per hour for its services.
As disclosed in the court filings, Gerald M. Tashima, CPA does not
represent any interest adverse to the Debtor or its estate.
The firm can be reached through:
Gerald M. Tashima, CPA
Gerald M Tashima CPA
1520 Liholiho St.
Honolulu, HI 96822
Phone: (808) 545-5789
About SKC Properties
SKC Properties, LLC is primarily engaged in renting and leasing
real estate properties.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Hawaii Case No. 24-00405) on April 29,
2024. In the petition signed by Sharon S. Lawler, member, the
Debtor disclosed up to $50 million in both assets and liabilities.
Judge Robert J. Faris oversees the case.
Choi & Ito represents the Debtor as legal counsel.
SOLDIER OPERATING: Hires Gordon Arata as Special Counsel
--------------------------------------------------------
Soldier Operating, LLC and its affiliate seek approval from the
U.S. Bankruptcy Court for the Western District of Louisiana to
employ Gordon, Arata, Montgomery, Barnett, McCollam, Duplantis &
Eagan, LLC as special counsel.
The firm will assist the Debtors in analyzing and addressing claims
that allegedly arise under the Louisiana Oil Well Lien Act, and
other oil and gas statutes and regulations.
The firm will be paid at these rates:
Members $325 to $495 per hour
Associates $215 to $300 per hour
Paralegals $140 per hour
The firm received from the Debtors a retainer of $25,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Armistead M. Long, Esq., a partner at Gordon, Arata, Montgomery,
Barnett, McCollam, Duplantis & Eagan, 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:
Armistead M. Long, Esq.
Gordon, Arata, Montgomery, Barnett,
McCollam, Duplantis & Eagan, LLC
1015 St. John Street
Lafayette, LA 70501
Tel: (337) 237-0132
About Soldier Operating, LLC
Soldier Operating, LLC and Viceroy Petroleum, LP filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. La. Lead Case No. 24-50387) on May 13, 2024. In the
petition signed by Matthew Ferguson, president, the Debtor
disclosed $5,615,631 in assets and $6,089,722 in liabilities.
Judge John W. Kolwe presides over the cases.
Bradley L. Drell, Esq., at Gold, Weems, Bruser, Sues & Rundell,
APLC represents the Debtor as counsel.
SOLDIER OPERATING: U.S. Trustee Appoints Creditors' Committee
-------------------------------------------------------------
The U.S. Trustee for Region 5 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of Soldier
Operating, LLC and Viceroy Petroleum, LP.
The committee members are:
1. Daniel Lebsack
2458 Fairbreeze Dr
Katy, TX 77494
832-920-8548
lebsackdb@gmail.com
2. Eaton Oil Tools Inc.
c/o George Edward Eaton
118 Rue Du Pain
Broussard, LA 70518
3. Petroleum Co-Ordinators, Inc.
c/o Manning Duhon
219 Rue Fontaine
Lafayette, LA 70508
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Soldier Operating
Soldier Operating, LLC and Viceroy Petroleum, LP filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. La. Lead Case No. 24-50387) on May 13, 2024. At the
time of the filing, Soldier Operating disclosed $5,615,631 in
assets and $6,089,722 in liabilities.
Judge John W. Kolwe presides over the cases.
Bradley L. Drell, Esq., at Gold, Weems, Bruser, Sues & Rundell,
APLC represents the Debtors as legal counsel.
SPIRIT AIRLINES: Registers Additional 3.2MM Shares Under 2015 Plan
------------------------------------------------------------------
Spirit Airlines, Inc. filed a Registration Statement on Form S-8
with the U.S. Securities and Exchange Commission to register an
additional 3,200,000 shares of common stock, par value $0.0001 per
share, of the Company, issuable under the Spirit Airlines, Inc.
2015 Incentive Award Plan.
The Company previously filed with the Commission a Registration
Statement on Form S-8 (File No. 333-206350) on August 13, 2015, to
register 3,113,878 shares of Common Stock for issuance under the
2015 Plan.
A full-text copy of the Registration Statement is available at:
https://www.sec.gov/Archives/edgar/data/1498710/000119312524156073/d835036ds8.htm
About Spirit Airlines
Spirit Airlines Inc. is a major United States ultra-low cost
airline headquartered in Miramar, Florida, in the Miami
metropolitan area.
As of March 31, 2024, the Company had $9.5 billion in total assets,
$8.5 billion in total liabilities, and $1 billion in total
stockholders' equity.
* * *
In June 2024, S&P Global Ratings lowered its issuer credit rating
on Spirit Airlines Inc. to 'CCC' from 'CCC+'. S&P also lowered its
ratings on Spirit's enhanced equipment trust certificates (EETCs)
by one notch, in line with the lower issuer credit rating. The
negative outlook reflects the uncertainty around the company's
ability to address its upcoming 2025 maturities, the sustainability
of its capital structure over the longer term, and S&P's view that
a distressed exchange is likely.
In January 2024, Moody's Investors Service downgraded its ratings
of Spirit Airlines, including the corporate family rating to Caa2
from Caa1 and probability of default rating to Caa2-PD from
Caa1-PD. Moody's also downgraded the backed senior secured rating
assigned to Spirit IP Cayman Ltd.'s 8% senior notes, which are
secured by the company's loyalty program and brand IP, to Caa2 from
B2. The speculative grade liquidity rating remains unchanged at
SGL-3 and the rating outlook remains negative. The downgrade of
the corporate family rating to Caa2 reflects Moody's belief that
the potential of a default has increased since Judge William Young
ruled in January that the agreed acquisition by JetBlue Airways
Corp. would be anti-competitive and a violation of the Clayton Act.
The downgrades of the CFR as well as of the senior notes secured by
Spirit's loyalty program IP and brand IP reflect the increased
potential of a default and less than a full recovery, whether in a
formal reorganization or if the senior secured notes are refinanced
or retired for less than face value. The Caa2 instrument rating
incorporates a negative one notch override of the LGD model to
reflect the potential for a more than nominal loss on the
instrument in a restructuring or exchange scenario. Following the
ruling on January 16, the market price of the Notes fell to around
50 from the low to mid-70s since mid-November. The notes price has
increased to the low 60s following the announcement that Spirit and
JetBlue would appeal the District Court's ruling.
Moody's continues to expect Spirit's operations to generate an
operating loss in 2024 and again in 2025 on a reported basis.
Moody's forecasts about breakeven operating cash flow in 2024, an
improvement from its forecast for negative $150 million in
2023.Moody's projects cash to fall from the $1.1 billion on hand on
Sep. 30, 2023, towards $700 million by the end of 2024.
The Company's $300 million revolver expires on Sept. 30, 2025.
Alternate sources of liquidity are very limited.
In September 2023, Egan-Jones Ratings Company maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by Spirit Airlines, Inc.
SPOT AT ANDERSON: Case Summary & Four Unsecured Creditors
---------------------------------------------------------
Debtor: The Spot at Anderson, LLC
800 Wilcrest Dr., Suite 210
Houston, TX 77042
Business Description: The Debtor operates in the residential
building construction industry.
Chapter 11 Petition Date: June 17, 2024
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 24-90411
Judge: Hon. Marvin Isgur
Debtor's Counsel: Rebecca L. Matthews, Esq.
FROST BROWN TODD LLP
2101 Cedar Springs Road
Suite 900
Dallas, TX 75201
Tel: (214) 545-3472
Fax: (214) 545-3473
Email: rmatthews@fbtlaw.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Jeffrey Anapolsky as chief restructuring
officer.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/45XE5DY/The_Spot_at_Anderson_LLC__txsbke-24-90411__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Four Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. American Arbitration Association Arbitration Fees $20,400
Attn: Katherine Raum, Esq.
9 Greenway Plaza,
Ste. 1275
Houston, TX 77046
2. CIVE, Inc. Civil Judgment $579,471
5444 Westheimer Road
Suite 1440
Houston, TX 77056
3. Hwami Builder, LLC Mechanic's Lien $1,550,342
2465 FM-359 South
Suite A, Rm 106
Brookshire, TX 77423
4. Resolution Finance, LLC Tax Mortgage $145,707
4100 Alpha Road, Lien
Suite 670
Dallas, TX 75244
SSH HOLDINGS: S&P Assigns 'BB-' Rating on New $350MM Term Loan
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating to the
proposed $350 million term loan issued by SSH Holdings Inc. d/b/a
Spencer Spirit. S&P expects credit metrics for SSH Holdings will
remain in line with its current rating following the issuance of
the term loan. S&P's 'BB-' issuer rating and '3' recovery rating on
its revolving credit facility and term loan are unchanged,
reflecting its expectation of meaningful (50%-70%; rounded
estimate: 50%) recovery for first-lien debtholders in the event of
default.
SSH intends to use the term loan to refinance its existing term
debt as well as add cash to the balance sheet and pay fees and
expenses associated with the transaction. Pro forma for the
transaction, S&P expects S&P Global Ratings-adjusted leverage of
about 1.4x. S&P expects the company will have a strong Halloween
2024 season with the holiday falling on a Thursday this year. S&P's
base case forecast projects flat leverage at 1.4x with interest
coverage of at least 6x at the end of the fiscal year.
ISSUE RATINGS—RECOVERY ANALYSIS
Key analytical factors:
-- S&P simulates a default in 2028 because of a steep decline in
revenue and income from a slowdown in consumer discretionary
spending amid a volatile economy that reduces spending on novelty
items and accessories as well as participation in Halloween
festivities.
-- S&P assumes Spencer Spirit will reorganize as a going concern
in a distressed scenario to maximize lenders' recovery prospects.
Accordingly, S&P uses an enterprise valuation approach to assess
recovery prospects and have applied a 5x multiple to our assumed
emergence-level EBITDA, which is in line with multiples it uses for
other specialty retailers.
-- After adjusting for the value that S&P attributes to estimated
administrative expenses and revolver-related claims, it forecasts
$181 million in collateral value available to the term loan.
Simulated default assumptions:
-- Simulated year of default: 2028
-- EBITDA at emergence: $82 million
-- Implied enterprise value (EV) multiple: 5x
-- Estimated gross EV at emergence: $408 million
Simplified waterfall:
-- Net EV after 5% administrative costs: $388 million
-- Valuation split % (obligors/non-obligors): 100/0
-- Asset-based revolver claims: $207 million
--Recovery expectations: Not applicable
-- First-lien term loan claims: $350 million
--Recovery expectations: 50%-70% (rounded estimate: 50%)
Note: All debt amounts include six months of prepetition interest.
ST. MARGARET'S HEALTH: July 24 Bid Deadline Set for Former Hospital
-------------------------------------------------------------------
Hilco Real Estate Sales announced July 24, 2024, as the bid
deadline for the Chapter 11 bankruptcy sale of the former St.
Margaret's Health Hospital in Spring Valley, Illinois.
Spanning 226,352+/- SF across five stories, the former hospital,
located at 600 East 1st Street, features state-of-the-art medical
facilities, including CT, x-ray, and MRI rooms, cardio and surgery
suites, OB/GYN delivery and recovery rooms, an ICU ward, a 19-bed
senior housing wing and a separate two-story medical office
building and administrative offices. The most recent addition to
the hospital campus was a 5,353+/- SF emergency room in 2015. Prior
to its closure in June of 2023, the facility was licensed for 44
beds as well as 19 senior housing beds. As the site undergoes
decommissioning and the sale of most personal property and
equipment progresses, it paves the way for the transformation of
this well-maintained facility into an alternative healthcare use or
other institutional or residential purpose.
Located within the Ottawa Micropolitan Statistical Area and the
larger Illinois Valley region, Spring Valley benefits from strong
transportation connectivity through major highways like Interstate
80 and Interstate 39. These connections provide direct access to
neighboring cities such as LaSalle, Peru, Ottawa and Oglesby.
Additionally, larger cities like Chicago, Peoria, Rockford, and the
Davenport-Moline-Rock Island, IA-IL border are within easy reach.
Recent data from the U.S. Census Bureau reveals that the
Ottawa-Peru region houses over 70,000 workers with a significant
emphasis on healthcare, manufacturing, retail and educational
services. Similarly, Peoria, located approximately an hour away,
boasts a workforce of over 183,000 individuals, with healthcare and
social assistance being the most common employment sector at 18.2%
and manufacturing, retail and education following closely behind.
With access to a diverse employment network, repurposing this
location provides the potential for a seamless transition to
accommodate the region's growing healthcare industry or to support
the community through new uses such as educational/institutional,
senior housing, transitional or community living and other
alternative uses. This, combined with its strategic transportation
infrastructure, allows the former St. Margaret's Health Hospital to
present an attractive investment opportunity for developers and
investors looking to contribute to the revitalization of the
Illinois Valley region.
Jamie Cote, vice president at Hilco Real Estate Sales, emphasized
the multitude of conversion options of this former hospital. Coté
stated, "The layout and infrastructure that this building has in
place should lend itself well for conversion into similar
healthcare or other institutional use. This may also create jobs
and stimulate economic growth in the region, as leveraging the
talent pool of this area will ensure high-quality workers are
available for whatever use becomes of the property."
The sale is being conducted by order of the U.S. Bankruptcy Court
for the Northern District of Illinois Eastern Division, in the
jointly administered chapter 11 cases (No. 23-11461) of St.
Margaret's Health -- Spring Valley and St. Margaret's Health --
Peru.". Bids must be received on or before the bid deadline of July
24 at 5:00 p.m. (CT) and must be submitted on the Purchase and Sale
Agreement available for review and download from Hilco Real Estate
Sale's website.
Interested bidders should review the requirements in order to
participate in the bankruptcy sale process available on Hilco Real
Estate Sale's website. For further information, contact Jamie Coté
at (847) 418-2187 or jcote@hilcoglobal.com
For further information on the property, sale process, and terms or
to obtain access to due diligence documents, please visit
HilcoRealEstateSales.com or call (855) 755-2300.
About Hilco Real Estate Sales
Successfully positioning the real estate holdings within a
company's portfolio is a material component of establishing and
maintaining a strong financial foundation for long-term success. At
Hilco Real Estate Sales (HRE), a Hilco Global company
(HilcoGlobal.com), the firm advises and executes strategies to
assist clients seeking to optimize their real estate assets,
improve cash flow, maximize asset value and minimize liabilities
and portfolio risk. It helps clients traverse complex transactions
and transitions, coordinating with internal and external networks
and constituents to navigate ever-challenging market environments.
The trusted, full-service HRE team has secured billions in value
for hundreds of clients over 20+ years. It is deeply experienced in
complex transactions including artful lease renegotiation,
multi-faceted sales structures, strategic asset management and
capital optimization. It understands the legal, financial, and real
estate components of the process, all of which are vital to a
successful outcome. HRE can help identify the most viable options
and direction for a company and its real estate portfolio,
delivering impressive results in every situation.
About St. Margaret's Health - Peru
St. Margaret's Health-Peru and St. Margaret's Health-Spring Valley
are providers of healthcare services.
The Debtors filed Chapter 11 petitions (Bankr. N.D. Ill. Lead Case
No. 23-11641) on Aug. 31, 2023. At the time of the filing, the
Debtors reported $10 million to $50 million in both assets and
liabilities.
Judge David D. Cleary oversees the cases.
Howard L. Adelman, Esq., at Adelman & Gettleman, Ltd., serves as
the Debtors' legal counsel. Hinshaw & Culbertson LLP as special
counsel. Huron Consulting Services LLC as financial advisor. Epiq
Corporate Restructuring, LLC serves as its noticing, claims, and
balloting agent.
ST. MARGARET'S HEALTH: Seeks to Hire Hilco Real Estate as Broker
----------------------------------------------------------------
St. Margaret's Health - Peru and its affiliate seek approval from
the U.S. Bankruptcy Court for the Northern District of Illinois to
employ Hilco Real Estate, LLC as broker.
The firm will render these services:
a. meet with the Debtors to ascertain their goals, objectives,
and financial parameters in selling the Spring Valley Hospital Real
Estate;
b. solicit interested parties for the sale of the Spring
Valley Hospital Real Estate and market the Spring Valley Hospital
Real Estate for sale through an accelerated sales process; and
c. conduct negotiations, at the Debtors' direction and on the
Debtors' behalf, for the sale of the Spring Valley Hospital Real
Estate.
Hilco will receive a commission equal to 6 percent of the Gross
Sale Proceeds and reimbursed for actual and necessary expenses.
Hilco is a "disinterested person" within the meaning of section
101(14) of the Bankruptcy Code, as disclosed in the court filings.
The firm can be reached through:
Eric W. Kaup
Hilco Real Estate, LLC
5 Revere Dr, Suite 206
Northbrook, IL 60062
Email: ekaup@hilcoglobal.com
About St. Margaret's Health - Peru
St. Margaret's Health-Peru and St. Margaret's Health-Spring Valley
are providers of healthcare services.
The Debtors filed Chapter 11 petitions (Bankr. N.D. Ill. Lead Case
No. 23-11641) on Aug. 31, 2023. At the time of the filing, the
Debtors reported $10 million to $50 million in both assets and
liabilities.
Judge David D. Cleary oversees the cases.
Howard L. Adelman, Esq., at Adelman & Gettleman, Ltd., serves as
the Debtors' legal counsel. Hinshaw & Culbertson LLP as special
counsel. Huron Consulting Services LLC as financial advisor. Epiq
Corporate Restructuring, LLC as its noticing, claims, and balloting
agent.
STALWART PLASTICS: Gets Court OK to Sell Assets to Sigma Extruding
------------------------------------------------------------------
Stalwart Plastics, Inc. got the green light from a U.S. bankruptcy
judge to sell substantially all of its assets that were used to
operate its manufacturing business in Midland, Ga.
Judge John Laney, III of the U.S. Bankruptcy Court for the Middle
District of Georgia approved the sale agreement between the company
and Sigma Extruding Corp., which offered to pay $4.372 million in
cash for the assets.
In case Stalwart decides to include in the sale those assets
against which Bank of America, N.A. and Union Bank & Trust Company
assert a lien disputed by the company, Sigma will pay $250,000 for
such assets.
BofA and Union Bank are both senior secured lenders to Zummit
Plastics, Inc., an affiliate of the company.
Stalwart Plastics previously scheduled an auction, with Sigma
serving as the stalking horse bidder.
The auction was canceled after the company did not receive a
qualified bid other than the credit bid from back-up bidder, Truist
Bank and Truist Equipment Finance Corp.
About Stalwart Plastics
Stalwart Plastics, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Ga. Case No. 24-40194) on March
29, 2024. In the petition signed by Angelina Valero, chief
financial officer, the Debtor disclosed up to $50 million in both
assets and liabilities.
David L. Bury, Jr., Esq., at Stone & Baxter, LLP, represents the
Debtor as legal counsel.
The U.S. Trustee for Region 21 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. Keck
Legal, LLC and Riveron RTS, LLC are the Debtor's legal counsel and
financial advisor, respectively.
STARBRIDGE (ONTARIO): Court OKs $1.1 DIP Loan from CORE Hotel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Starbridge (Ontario) Investment, LLC to use cash
collateral and obtain postpetition financing, on a final basis.
The Debtor, through John Westergom, the state court appointed
Receiver, is permitted to obtain post-petition financing from CORE
Hotel Venture LLC, consisting of a superpriority, secured,
multiple-draw term loan in an amount not to exceed the principal
amount of $1.1 million.
The DIP Facility bears a simple rate of 13.5 % interest, with all
principal and accrued interest due and payable on the Maturity Date
of July 31, 2024, unless all of the conditions set forth in Section
21(v) of the Agreed Interim DIP Order are timely satisfied, in
which event the Maturity Date will be extended to August 31, 2024.
Prior to the Petition Date, the Receiver borrowed $1.24 million
from Cathay Bank to finance the operation of the Hotel, evidenced
by five receiver's borrowing certificates. Since the Petition Date,
the Receiver has been operating the Hotel using cash generated from
operations, with the consent of CORE. However, as more fully set
forth in the Budget, the Receiver estimates that he will need
additional funding of up to $220,000 to continue operating the
Hotel for the next 30-day period.
The agreement of the DIP Lender to make advances will terminate
upon, inter alia, the following occurrences:
(i) five days after notice of an Event of Default;
(ii) the Receiver surrenders possession, custody and control of
the Mortgaged Property absent the retention of a third party
property manager with the consent of the DIP Lender or as approved
by the Court;
(iii) the conversion or dismissal of the case;
(iv) the appointment of a Chapter 11 trustee; or
(v) July 31, 2024, or, if the conditions set forth in Section
21(v) of the Agreed Interim Order are timely satisfied, August 31,
2024.
As of the Petition Date, the Debtor was indebted, liable and
obligated to CORE Hotel Venture LLC, as assignee of Cathay Bank, as
follows:
i. The Pre-Petition Lender made loan advances and provided other
financial accommodations to Debtor pursuant to the terms and
conditions set forth in:
(i) the Construction Loan Agreement dated as of March 12,
2019,
(ii) the Secured Promissory Note, dated March 12, 2019, in the
original principal amount of $6 million, plus interest at the rate
set forth therein,
(iii) the Secured Promissory Note, dated March 12, 2019, in the
original principal amount of up to $9 million, plus interest at the
rate set forth therein,
(iv) the Construction Deed of Trust, Assignment of Rents,
Security Agreement and Fixture Filing dated as of March 12, 2019,
and recorded in the official records of San Bernardino County,
California on March 14, 2019, as Instrument No. 2019-0079659, made
by the Debtor, as Trustor, in favor of Old Republic Title Company,
as Trustee, for the benefit of the Pre-Petition Lender, as
Beneficiary, encumbering the property located at 700 North Haven
Avenue, Ontario, California 91764, the Improvements, the Fixtures,
the Personality, the Plans, the Lease Agreements, the Rents and the
Property Agreements,
(v) the Assignment of Rents and Leases dated as of March 12,
2019, executed by the Debtor in favor of Cathay Bank, recorded in
the Official Records on March 14, 2019 as Instrument No.
2019-007965, pursuant to which Debtor assigned to Cathay Bank all
of the Debtor's right, title and interest in and to the Property,
the Leases, and the Rents, and (vi) all other agreements, documents
and instruments executed and/or delivered with, to, or in favor of
the Pre-Petition Lender, including, without limitation, the
Unconditional Guaranty of Payment and Performance, dated March 12,
2019, executed by Jianhua Jin in favor of the Pre-Petition Lender
and the Unconditional Guaranty of Payment and Performance, dated
March 12, 2019, executed by Starbridge Group Corp. in favor of the
PrePetition Lender, all security agreements, notes, guarantees,
mortgages and UCC-1 financing statements and all other related
agreements, documents and instruments executed and/or delivered in
connection therewith or related thereto; provided, and
notwithstanding the foregoing Stipulations, which are solely for
the benefit of CORE, that the Debtor retains any and all rights
against Cathay Bank arising (i) prior to the Loan Assignment
Effective Date and (ii) subsequent to the Loan Assignment Effective
Date to the extent that said claims relate solely to the acts and
conduct of Cathay Bank, and not the acts and conduct of CORE.
Other creditors assert liens in some of Prepetition Collateral.
Specifically:
(i) Sysco Los Angeles, Inc. asserts a lien senior to the
Prepetition Lender in and to, inter alia, goods and inventory;
accounts receivable and general intangibles.
(ii) Hewlett Packard Financial Services Company asserts a first
priority lien in and to all equipment and software leased from or
financed by HP.
(iii) The County of San Bernardino has liens against the
Mortgaged Property that are senior to the Prepetition Liens and
that secure accrued and unpaid real property taxes. There may also
be one or more senior mechanic lien claims encumbering the
Mortgaged Property.
(iv) The US Small Business Administration asserts a lien in
some of the Prepetition Collateral that is junior to the lien of
the Prepetition Lender.
As adequate protection for the priming of its alleged lien and the
use, sale or lease of its alleged collateral, the SBA is granted
(i) a replacement lien in the DIP Collateral with the same
validity, priority and extent as its purported lien in the
Pre-Petition Collateral, and subject and junior in all respects to
the DIP Liens, the Permitted Liens and the Carve-Out, and excluding
Avoidance Actions, and the proceeds thereof; and (ii) monthly
payments of $731, subject to a full reservation of rights and
subject to setoff or other appropriate remedy in the event it is
ultimately determined that the asserted SBA lien is unenforceable
or not validly perfected.
The events that constitute an "Event of Default" include:
(a) The Receiver does not pay on the due date any amount payable
pursuant to any of the DIP Loan Documents or the Agreed Interim
Order at the place at and in the currency in which it is expressed
to be payable.
(b) The Receiver or Debtor does not comply with any provision of
the DIP Loan Documents or this Agreed Interim Order (other than
those referred to in the foregoing subsection).
(c) Any representation, warranty or statement made or given or
deemed to be made or given by the Receiver or Debtor in the DIP
Loan Documents, the Agreed Interim Order or any other document
delivered by or on behalf of the Receiver or the Debtor under or in
connection with any of the DIP Loan Documents is or proves to have
been incorrect or misleading in any material respect when made or
deemed to be made.
(d) Any post-petition indebtedness of the Debtor is not paid when
due. and
(e) Any post-petition indebtedness of the Debtor is declared to be
or otherwise becomes due and payable before its specified
maturity.
The Prepetition Lender is granted a claim for the amount of any
identifiable diminution or decline in the value of its Pre-Petition
Collateral arising from the sale, lease or use of its Pre-Petition
Collateral, the priming of the Pre-Petition Lender's liens in the
Pre-Petition Collateral, and the imposition of the automatic stay,
to be secured by a replacement lien on all of the DIP Collateral
(junior only to the DIP Liens, the Permitted Third Party Liens and
the Superpriority Claims), and a claim pursuant to section 507(b).
A copy of the order is available at https://urlcurt.com/u?l=UkH5vm
from PacerMonitor.com.
About Starbridge (Ontario) Investment
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.
TENNECO INC: S&P Alters Outlook to Negative, Affirms 'B' ICR
------------------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable and
affirmed its 'B' issuer credit rating on Tenneco Inc. In addition,
S&P affirmed the 'B' issue-level rating on the company's secured
debt.
The negative outlook reflects S&P's view that there is at least a
one-third chance that Tenneco will not achieve operational
efficiency and predictable performance to sustain positive FOCF.
The outlook revision reflects uncertainty around the timing and
path of Tenneco's EBITDA margins following large and protracted
restructuring costs. Tenneco's results the last two quarters were
weaker than expected as high restructuring costs continue to weight
on margins. S&P Global Ratings-adjusted margins in the first
quarter were only about 4.5%, including $127 million of
restructuring costs in the quarter. S&P said, "While we expect
restructuring costs to fall and margins to improve in 2025, the
timing and path for improved margins in the company's various
business lines are uncertain. We expect S&P Global Ratings-adjusted
EBITDA margins of about 6.3% this year, improving above 7% in 2025.
While this would be better than the 5.2% EBITDA margin in 2023,
given the large amount of floating-rate debt and persistent high
interest rates, we continue to expect a free cash flow deficit in
2024 (over $200 million) and negative but more subdued cash
outflows in 2025. We forecast leverage will remain elevated but
lower than prior years at roughly 6.4x this year and below 6x in
2025."
Improved margins hinge on sustained cost savings through better
manufacturing efficiencies and contract negotiations. It is
reasonable to expect some benefit from synergy and cost savings
given the large and expensive restructuring actions of the last two
years. Tenneco is working on initiatives that should improve
margins, including greater plant efficiencies, plant consolidation,
and significant overheard savings because the operations are now
organized by geography. In addition, the company is targeting cost
savings from less indirect spending by using the best cost tier 2
and 3 suppliers, as well as negotiating contracts more efficiently
across products. However, S&P needs more concrete evidence of this
benefit as heavy personnel cuts could lead to operational
disruptions and inefficiencies.
Tenneco's highest-margin business is its aftermarket DRiV segment,
but with reported EBITDA margins of about 10%, it remains well
below aftermarket peers that generate about 18%-22%. S&P said, "In
our view, the margin weakness stems from more industry competition
in certain product segments and less efficient production at
Tenneco's plants. In addition, the consumer continues to pull back
and recently we have seen end consumers trading down to cheaper
products or delaying repairs due to high cost. In the first
quarter, DRiV revenues were down 3%, reflecting this consumer
weakness. In the powertrain division, S&P thinks it could be
challenging to improve margins as volumes face a secular headwind
with rising electric vehicle sales, particularly in Europe.
S&P said, "We expect Tenneco has sufficient liquidity for the next
12 months. Tenneco recently announced that it has retired all $468
million of unsecured debt not owned by Apollo. We assume the
company has drawn on its revolver, along with a $125 million term
loan from Apollo due in September 2024, to accomplish this. While
the payoff did not increase leverage, it likely reduced Tenneco's
liquidity to roughly $800 million from $1.163 billion at the end of
the first quarter. We think this level of liquidity is manageable
over the next two years, but if margins fail to recover
sufficiently, liquidity sources could drain below adequate levels.
The company has been using sale leasebacks to support its cash
outflow, including $192 million of sale leasebacks in the first
quarter alone. Sale leasebacks can provide temporary relief, but in
our view increase leverage longer term and do not support a
sustainable path to positive FOCF.
"The negative outlook on Tenneco reflects our view that there is at
least a one-third chance it will not achieve a level of operational
efficiency and predictable performance to improve credit metrics
and stay in line with our expectations for the current rating."
S&P could lower its rating on Tenneco if it:
-- Sustains leverage above 6.5x; or
-- FOCF to debt remains near break-even.
This could occur if margins do not improve due to inflationary
pressures that cannot be passed on with pricing, or if
restructuring remains elevated without offsetting benefits from
costs savings. This could also occur if the sponsor increases
leverage to pay a large dividend or for mergers and acquisitions.
S&P could revise the outlook to stable if Tenneco:
-- Sustainably improves margins;
-- Generates modest free cash flow; and
-- Maintains leverage below 6.5x.
S&P said, "Environmental factors are a negative consideration in
our credit rating analysis of Tenneco, which is more negatively
affected by environmental factors than most auto parts companies.
Because a relatively large percentage of Tenneco's parts focus on
traditional combustion engines for cars and trucks, the company's
volumes are more at risk than other auto suppliers as the
production of electric vehicles accelerates. We also expect Tenneco
will have to make further investments and acquisitions to adapt to
this rapidly changing environment, which introduces further risks.
"Governance is a moderately negative consideration. Our assessment
of the company's financial risk profile as highly leveraged
reflects corporate decision-making that prioritizes the interests
of the controlling owners, in line with our view of most rated
entities owned by private-equity sponsors. Our assessment also
reflects their generally finite holding periods and focus on
maximizing shareholder returns."
THEMIS CHIMNEY: Hires Pick & Zabicki LLP as Counsel
---------------------------------------------------
Themis Chimney Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to employ Pick & Zabicki LLP
as counsel.
The firm will provide these services:
a. advise the Debtor with respect to its rights and duties as
a debtor-in-possession;
b. assist and advise the Debtor in the preparation of its
financial statements, schedule of assets and liabilities, statement
of financial affairs and other reports and documentation required
pursuant to the Bankruptcy Code and the Bankruptcy Rules;
c. represent the Debtor at all hearings and other proceedings
relating to its affairs as a Chapter 11 debtor;
d. prosecute and defend litigated matters that may arise
during this Chapter 11 case;
e. assist the Debtor in the formulation and negotiation of a
plan of reorganization and all related transactions;
f. assist the Debtor in analyzing the claims of creditors and
in negotiating with such creditor;
g. prepare any and all necessary motions, applications,
answer, orders, reports and papers in connection with the
administration and prosecution of the Debtor's Chapter 11 case;
and
h. perform such other legal services as may be required and/or
deemed to be in the interest of the Debtor in accordance with its
powers and duties as set forth in the Bankruptcy Code.
The firm will be paid at these rates:
Partners $435 to 515 per hour
Associates $250 per hour
Paraprofessionals $125 per hour
The firm received from the Debtor a retainer in the amount of
$30,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Douglas J. Pick, Esq. a partner at Pick & Zabicki 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:
Douglas J. Pick, Esq.
Pick & Zabicki LLP
369 Lexington Avenue, 12th Floor
New York, NY 10017
Tel: (212) 695-6000
About Themis Chimney Inc.
Themis Chimney Inc. is a fabrication company specializing in
creating, designing, and remodeling chimneys for building
structures in New York, New York.
On Feb. 16, 2024, an involuntary petition for relief under Chapter
7 of Title 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
24-10260) was filed against the Debtor by petitioning creditors.
On May 8, 2024, the Court entered an Order to convert the case
under Chapter 11 of the Bankruptcy Code. In the petition filed by
Mark Papadimitriou, president, the Debtor disclosed under $1
million in both assets and liabilities.
The Debtor tapped Pick & Zabicki LLP as counsel and Frances M.
Caruso as bookkeeper.
THERMOSTAT PURCHASER: S&P Rates New First-Lien Term Loan 'B-'
-------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating and '3'
recovery rating to Thermostat Purchaser III Inc. (PremiStar)
proposed repricing of its $424.5 million first-lien term loan and
$15 million incremental term loan add-on due 2028. The '3' recovery
rating indicates its expectation of meaningful (50%-70%; rounded
estimate: 60%) recovery for lenders in the event of a default.
S&P said, "Based on these intentions, we project that PremiStar's
debt balance and S&P Global Ratings-adjusted leverage will remain
relatively unchanged compared with its near $550 million and 10x,
respectively, as of March 31, 2024. However, through the repricing,
PremiStar will see a reduction in annual cash interest payments,
which we believe will benefit cash flow generation prospects. It
should also provide incremental support to our expectations for
PremiStar to reduce leverage to around 9x, as it recognizes a full
year of contributions from acquisitions completed in late 2023 and
early 2024.
"All our other ratings on Thermostat Purchaser III Inc. including
our 'B-' issuer credit rating are unchanged. The stable outlook
continues to reflect our expectations that the company's increased
scale will likely enable it to maintain S&P Global Ratings-adjusted
EBITDA margins in the high-single-digit percent area and generate
positive FOCF while maintaining adequate liquidity over the next 12
months."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- PremiStar's debt capitalization include a $65 million revolving
credit facility due 2028, a $439.6 million first-lien term loan due
2028, and a $93.5 million second-lien term loan due in 2029 (not
rated).
-- Thermostat Purchaser III Inc. is the borrower under the
facilities. The facilities will also benefit from guarantees from
the borrower's operating subsidiaries.
-- S&P's recovery analysis assumes first-lien collateral
represents substantially all of the emergence enterprise value,
which it calculates using a 6x distressed EBITDA multiple in line
with other facilities services peer companies, such as Legence
Holdings LLC and Saber Intermediate Corp.
-- S&P's simulated default scenario contemplates a default in 2026
stemming from weak operating performance and execution missteps.
This could result from a downturn in the company's major end
markets (i.e., education, health care, and government), financial
strain from its highly leveraged capital structure and acquisition
growth strategy, or intensified competition.
-- S&P believes if the company defaulted, a viable business model
would continue to exist because of its national footprint, large
number of customer relationships, and developed market position in
HVAC and refrigeration.
Simulated default assumptions
-- Simulated year of default: 2026
-- EBITDA at emergence: $55 million
-- EBITDA multiple: 6x
-- Gross enterprise value: $327 million
-- The revolving credit facility is 85% drawn at default
Simplified waterfall:
-- Net emergence enterprise value (after 5% administrative costs):
$310 million
-- Total collateral value available to first-lien debt claims:
About $310 million
-- Senior secured debt claims: $502 million
-- Recovery expectation: 50%-70%; rounded estimate: 60%
*All debt claims include six months of prepetition interest.
TINA MARSHALL D.D.S.: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Tina Marshall D.D.S., P.C.
2951 Baldwin Road
Lake Orion, MI 48360
Business Description: Organized in 2003, the Debtor is a full-
service dentistry practice with locations in
Lake Orion and Clinton Township, Michigan,
offering general and cosmetic dentistry
services.
Chapter 11 Petition Date: June 17, 2024
Court: United States Bankruptcy Court
Eastern District of Michigan
Case No.: 24-45906
Judge: Hon. Maria L. Oxholm
Debtor's Counsel: Elliot G. Crowder, Esq.
STEVENSON & BULLOCK, P.L.C.
26100 American Drive
Suite 500
Southfield, MI 48034
Tel: (248) 354-7906 Ext. 2254
Email: ecrowder@sbplclaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dr. Marisa Oleski, D.M.D. as
shareholder.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/BCVEA6A/Tina_Marshall_DDS_PC__miebke-24-45906__0003.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/AYUZ35Q/Tina_Marshall_DDS_PC__miebke-24-45906__0001.0.pdf?mcid=tGE4TAMA
TREES CORP: Issues $500K Senior Secured Note to TCM Tactical
------------------------------------------------------------
TREES Corporation disclosed in a Form 8-K filed with the Securities
and Exchange Commission on June 14, 2024, that it entered into a
Senior Secured Promissory Note with an issue date of June 15, 2024
with TCM Tactical Opportunities Fund II LP and/or affiliates
thereof in the principal amount of $500,000. The Note bears
interest at the rate of 12% per annum and matures on Sept. 15,
2026. The Note is pari passu to any amounts that may become due
and payable under those certain Amended and Restated Senior Secured
Convertible Promissory Notes issued on Dec. 15, 2023 by the Company
in favor of Holder and certain other investors. In the event of
liquidation, the Note is elevated in right of payment ahead of the
December 2023 Notes as well as any existing Company debts, and
payment of the Note is pari passu in respect of payment of that
certain Working Capital Note of the Company in favor of the Holder
issued on Dec. 15, 2023, also in the principal amount of $500,000.
The Holder is a senior secured lender of the Company and the lead
investor in connection with the December 2023 Notes.
Also on June 12, 2024, the Company amended and restated the 2023
Working Capital Note with an issue date of June 15, 2024, to adjust
the liquidation provision contained therein to align substantially
as described above for the Note.
About Trees Corp
TREES Corporation is a cannabis retailer and cultivator in the
States of Colorado and Oregon. The Company presently operates six
cannabis dispensaries. The Company's principal business model is
to acquire, integrate and optimize cannabis companies in the retail
and cultivation segments utilizing the combined experience of
entrepreneurs and synergistic operations of its vertically
integrated network.
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated April 10, 2024, citing that the Company has suffered
recurring losses from operations and has a negative working capital
that raise substantial doubt about its ability to continue as a
going concern.
TRINITY PLACE: Board Elects Daniel Bartok as Director
-----------------------------------------------------
Trinity Place Holdings Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission on June 14, 2024, that in
accordance with the terms and conditions of the Stock Purchase
Agreement, dated as of Jan. 5, 2024, by and between the Company,
TPHS Lender LLC and TPHS Investor LLC, as amended on Jan. 30, 2024,
the Investors selected Daniel C. Bartok as one of its director
designees, and on June 11, 2024, upon the recommendation of the
Nominating and Corporate Governance Committee, the board of
directors of the Company elected Mr. Bartok as a director. Mr.
Bartok was appointed as a member of the Compensation Committee and
Nominating and Corporate Governance Committee of the board of
directors. Mr. Bartok is currently engaged as an independent
consultant to Davidson Kempner Hawthorne Partners LLC, which is an
affiliate of the Investors. Mr. Bartok will be compensated in
accordance with the Company's standard compensation policies and
practices for non-employee directors.
In addition, on June 11, 2024, Patrick J. Bartels, Jr. tendered his
resignation from the board of directors of the Company, effective
immediately. There are no disagreements between Mr. Bartels and
the Company relating to the Company's operations, policies or
practices that resulted in Mr. Bartels' decision to resign.
About Trinity Place
Trinity Place Holdings Inc. is a real estate holding, investment,
development and asset management company. On Feb. 14, 2024, the
Company's real estate assets and related liabilities were
contributed to TPHGreenwich Holdings LLC, which is owned 95% by the
Company, with an affiliate of the lender under the Company's
corporate credit facility owning a 5% interest in, and acting as
manager of, such entity. These real estate assets include (i) the
property located at 77 Greenwich Street in Lower Manhattan, which
is substantially complete as a mixed-use project consisting of a
90-unit residential condominium tower, retail space and a New York
City elementary school, (ii) a 105-unit, 12-story multi-family
property located at 237 11th Street in Brooklyn, New York, and
(iii) a property occupied by retail tenants in Paramus, New
Jersey.
Trinity Place reported a net loss attributable to common
stockholders of $39.02 million in 2023, a net loss attributable to
common stockholders of $20.69 million in 2022, and a net loss
attributable to common stockholders of $20.80 million in 2021. As
of March 31, 2024, the Company had $6.16 million in total assets,
$3.51 million in total liabilities, and $2.66 million in total
stockholders' equity. As of Dec. 31, 2023, the Company had $267.51
million in total assets, $277.56 million in total liabilities, and
$10.05 million in total stockholders' deficit.
On Jan. 4, 2024, the Company was notified by the NYSE American that
it had determined that the Company's securities had been selling
for a low price per share for a substantial period of time and,
pursuant to Section 1003(f)(v) of the Guide, the Company's
continued listing was predicated on it effecting a reverse stock
split of its shares of common stock or otherwise demonstrating
sustained price improvement by no later than July 4, 2024. The
notice stated that, as a result of the foregoing, the Company had
become subject to the procedures and requirements of Section 1009
of the Guide, which could, among other things, result in the
initiation of delisting proceedings, unless the Company cures the
deficiency in a timely manner. The NYSE American could also take
accelerated delisting action if the common stock trades at levels
viewed to be abnormally low. On Feb. 21, 2024, the NYSE American
notified the Company that it had reviewed the Plan that the Company
submitted to the NYSE American and determined to accept the Plan
and grant a cure period through May 29, 2025. As a result of the
acceptance of the Company's Plan, the Company's listing is being
continued pursuant to an extension. The NYSE American will review
the Company periodically for compliance with the initiatives
outlined in the Plan. If the Company is not in compliance with the
continued listing standards by May 29, 2025 or if the Company does
not make progress consistent with the Plan during the cure period,
the NYSE American staff will initiate delisting proceedings as
appropriate.
TROJAN EV: Seeks to Hire Spencer Fane as Legal Counsel
------------------------------------------------------
Trojan EV, LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Spencer Fane L.L.P. as counsel.
The firm will assist the Debtors in connection with various matters
involving pre-bankruptcy planning, litigation and negotiation,
bankruptcy law and procedures, and the preparation for the filing
of this case.
The firm will be paid at these rates:
Jason P. Kathman, Esq. $600 per hour
Megan Clontz, Esq. $500 per hour
Partners $450 to $1,035 per hour
Counsel $260 to $900 per hour
Associates $320 to $580 per hour
Paralegals $160 to $375 per hour
The firm received from the Debtors a retainer of $100,000.
Jason Kathman, Esq., a partner of Spencer Fane, 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:
Jason P. Kathman, Esq.
Megan F. Clontz, Esq.
SPENCER FANE LLP
5700 Granite Parkway, Suite 650
Plano, TX 75024
Tel: (972) 324-0300
Fax: (972) 324-0301
Email: jkathman@spencerfane.com
mclontz@spencerfane.com
About Trojan EV, LLC
Trojan EV, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-31910) on April 29,
2024. In the petition signed by Federico D. Nell, sole member, the
Debtor disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Eduardo V. Rodriguez oversees the case.
Jason P. Kathman, Esq., at Spencer Fane, represents the Debtor as
legal counsel.
TURNING POINTS: Gets OK to Sell Philadelphia Property for $2.75MM
-----------------------------------------------------------------
Turning Points for Children got the green light from a U.S.
bankruptcy judge to sell its real property in Philadelphia.
Judge Ashely Chan of the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania approved the sale of the property to Keith
Alliotts or his LLC designee for $2.75 million.
The property is being sold "free and clear" of liens, claims and
encumbrances.
Turning Points for Children will use the proceeds from the sale of
the property to, among other things, pay the balance of the loan it
obtained from its secured lender, TD Bank, N.A.
The property was previously used for the operations of the agency's
affiliates. It is presently vacant and is no longer needed by the
agency, which has been marketing the property for sale since
September last year.
About Turning Points for Children
Turning Points for Children, a subsidiary of Public Health
Management Corporation, provides a range of social and health
services to support children, caregivers, and families. Its mission
is to nurture families with children who are struggling against
economic and environmental odds.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-11479) on May 1, 2024,
with $34,373,426 in assets and $6,400,954 in liabilities. Richard
Furtek of Furtek & Associates, LLC is the Subchapter V trustee.
Judge Ashely M. Chan oversees the case.
Aris J. Karalis, Esq., at Karalis PC, represents the Debtor as
legal counsel.
TWIN CITIES: Case Summary & 10 Unsecured Creditors
--------------------------------------------------
Debtor: Twin Cities Health Services, Inc.
3255 Hennepin Avenue South
Minneapolis, MN 55408
Business Description: Twin Cities specializes in helping
individuals struggling with mental illness
or substance abuse.
Chapter 11 Petition Date: June 17, 2024
Court: United States Bankruptcy Court
District of Minnesota
Case No.: 24-41577
Judge: Hon. Kesha L Tanabe
Debtor's Counsel: Steven R. Kinsella, Esq.
FREDRICKSON & BYRON, P.A.
60 South 6th Street, Suite 1500
Minneapolis, MN 55402
Tel: 612-492-7000
Email: skinsella@fredlaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Guled Mohamoud as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 10 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/5NGDHPI/Twin_Cities_Health_Services_Inc__mnbke-24-41577__0001.0.pdf?mcid=tGE4TAMA
UNCONDITIONAL LOVE: Plan Exclusivity Period Extended to August 19
-----------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware extended Unconditional Love Inc. and affiliates'
exclusive periods to file a plan of reorganization and obtain
acceptance thereof to August 19 and October 21, 2024,
respectively.
As shared by Troubled Company Reporter, the Debtors explain that
extensive resources have been required of the companies and their
professionals to obtain the results achieved in these Chapter 11
Cases to date.
In light of the substantial progress and results the Debtors have
achieved to date in these Chapter 11 Cases and that this is the
second requested extension of the Exclusive Periods, the Debtors
submit that this extension is both appropriate and necessary to
afford the Debtors sufficient time to solicit acceptances of the
Combined Disclosure Statement and Plan and undertake the myriad
tasks attendant to confirmation.
Additionally, if the Court concludes that the Combined Disclosure
Statement and Plan fails to satisfy the confirmation standards of
section 1129 of the Bankruptcy Code, the requested extensions will
afford the Debtors sufficient time to propose a modified chapter 11
plan and related disclosure statement without interference, costs
and distraction attendant to the pursuit of competing plans.
Maintenance of the Debtors' exclusive right to file a plan
safeguards the optimal utilization of estate resources for the
benefit of all the Debtors' stakeholders.
Co-Counsel to the Debtors:
Edmon L. Morton, Esq.
Matthew B. Lunn, Esq.
Heather P. Smillie, Esq.
YOUNG CONAWAY STARGATT & TAYLOR,
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
Email: emorton@ycst.com
mlunn@ycst.com
hsmillie@ycst.com
-and-
Brian S. Lennon, Esq.
Debra M. Sinclair, Esq.
Erin C. Ryan, Esq.
Jessica D. Graber, Esq.
WILLKIE FARR & GALLAGHER LLP
787 Seventh Avenue
New York, New York 10019
Tel: (212) 728-8000
Fax: (212) 728-8111
Email: blennon@willkie.com
dsinclair@willkie.com
eryan@willkie.com
jgraber@willkie.com
About Unconditional Love
Founded in February 2019, Hello Bello is a retailer of baby
necessities, selling products made with plant-based ingredients and
organic botanicals across the baby, family, and wellness markets.
The Company is headquartered in Los Angeles, California, with
manufacturing plants located in the United States, Mexico, Canada,
and China.
On Oct. 23, 2023, Unconditional Love Inc. and its affiliate filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 23-11759). The Debtors listed
$100 million to $500 million in estimated assets and liabilities.
The petitions were signed by Erica Buxton as chief executive
officer.
Hon. Mary F. Walrath presides over the cases.
The Debtors tapped Young Stargatt & Taylor as Delaware bankruptcy
counsels. Willkie Farr & Gallagher LLP is the Debtors' general
bankruptcy counsel. Emerald Capital Advisors Corp. is the Debtors'
restructuring advisor. Jefferies LLC is the Debtors' investment
banker. Stretto, Inc. is the Debtors' notice, claims, solicitation
and balloting agent.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Chapter 11 cases
of Unconditional Love, Inc. and its affiliates. Pachulski Stang
Ziehl & Jones LLP as counsel. Hogan Lovells US LLP as counsel.
Force Ten Partners, LLC as financial advisor.
UPHEALTH HOLDINGS: Plan Exclusivity Period Extended to July 29
--------------------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware extended UpHealth Holdings, Inc. and its
affiliates' exclusive periods to file a plan of reorganization and
obtain acceptance thereof to July 29 and September 30, 2024,
respectively.
As shared by Troubled Company Reporter, the Debtors explained that
extensive time and resources have been required of their management
and professionals to achieve the measures reached in these Chapter
11 Cases to date. The Debtors' representatives and professionals
will continue devoting their time, attention, and efforts to
drafting and filing a chapter 11 plan for each Debtor.
Since the First Exclusivity Extension Order, the Debtors'
management team has been focused on the completion of the
Cloudbreak Sale and stabilizing the Debtors' operations following
the closing, the sale of certain de minimis assets of Debtor
Thrasys, Inc., the commencement of claims reconciliation through
comprehensive briefing regarding objections to the claims by
PillDrill and the IRS, and effectuating the relief obtained from
the ICA in relation to Glocal.
Further, should the Court sustain the Debtors' objection to the IRS
Claim asserted against Thrasys, Inc., there is a reasonable
prospect that Debtor Thrasys, Inc. may also be able to propose a
full pay plan in its case.
UpHealth Holdings, Inc and its affiliates are represented by:
Stuart M. Brown, Esq.
DLA PIPER LLP (US)
1201 N. Market Street, Suite 2100
Wilmington, DE 19801
Tel: (302) 468-5700
Email: stuart.brown@us.dlapiper.com
- and -
Richard A. Chesley, Esq.
Jamila Justine Willis, Esq.
DLA PIPER LLP (US)
1251 Avenue of the Americas
New York, NY 10020
Tel: (212) 335-4500
Email: richard.chesley@us.dlapiper.com
jamila.willis@us.dlapiper.com
About UpHealth Holdings
UpHealth Holdings Inc. is a global digital health company
delivering technology platforms, infrastructure, and services to
modernize care delivery and health management.
UpHealth Holdings and its affiliates sought relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11476) on
Sept. 19, 2023. In the petitions filed by Samuel J. Meckey, chief
executive officer, UpHealth Holdings disclosed up to $500 million
in both assets and liabilities.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Stuart M. Brown, Esq., at DLA Piper LLP (US) as
counsel; Morrison & Foerster LLP as litigation counsel; and FTI
Consulting, Inc. as financial advisor. Omni Agent Solutions is the
Debtors' administrative agent.
UPHEALTH INC: Completes Repurchase Offers Following Cloudbreak Sale
-------------------------------------------------------------------
UpHealth, Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on June 3, 2024, the
Company completed the fundamental change repurchase offers in
connection with the Cloudbreak sale.
The Company repurchased all of the outstanding 2026 Notes, with the
purchase price consisting of the aggregate amount of $115 million
in principal and approximately $3.6 million in interest, for a
total of approximately $118.6 million. In addition, the Company
repurchased a portion of the outstanding 2025 Notes in the
aggregate amount of approximately $19.7 million in principal, with
the purchase price for the 2025 Notes also including approximately
$1 million in premium and approximately $0.7 million in interest,
for a total purchase price of approximately $21.4 million. All of
the Notes that were repurchased pursuant to the Fundamental Change
Repurchase Offers ceased to be outstanding as of June 3, 2024, and
such Notes will cease to accrue interest as a result of their
repurchase. The Second Lien Indenture is being discharged as a
result of the repurchase of all the outstanding 2026 Notes.
Following the completion of the Fundamental Change Repurchase
Offers, approximately $37.5 million in aggregate principal amount
of the 2025 Notes remains outstanding.
As previously disclosed in separate Current Reports on Form 8-K
filed with the SEC on November 16, 2023 and November 20, 2023, on
November 16, 2023, the Company entered into a membership interests
purchase agreement with its wholly-owned subsidiary Cloudbreak
Health, LLC and Forest Buyer, LLC, pursuant to which the Company
agreed to sell all of the outstanding equity interests of
Cloudbreak and the wholly-owned subsidiaries of Cloudbreak to
Forest Buyer for $180 million in cash, subject to certain
adjustments for closing indebtedness, net working capital, cash and
unpaid transaction expenses related to the transactions
contemplated by the Purchase Agreement. In addition, concurrently
and in connection with the entry into the Purchase Agreement, the
Company, Cloudbreak and Forest Buyer entered into a transaction
support agreement with certain beneficial holders of the Company's
Variable Rate Convertible Senior Secured Notes due and the
Company's 6.25% Convertible Senior Secured Notes due 2026, pursuant
to which the noteholders party thereto agreed, among other things,
to enter into and effect the Supplemental Indentures in connection
with the Fundamental Change Repurchase Offers to be made by the
Company.
As further previously disclosed in its Current Report on Form 8-K
filed with the SEC on February 15, 2024, on February 9, 2024, in
accordance with the Purchase Agreement and the Transaction Support
Agreement, the Company entered into a supplemental indenture and
amendment to security and pledge agreement, dated as of February 9,
2024, which amended the terms of the indenture, dated as of August
18, 2022, by and among the Company, each subsidiary of the Company
other than Glocal Healthcare Systems Private Limited, UPH Digital
Health Services Private Limited and any subsidiary of UpHealth that
is, as of the date of the Supplemental Indentures, a debtor or
debtor in possession in any bankruptcy proceeding, including the
jointly administered Chapter 11 proceedings pending before the
United States Bankruptcy Court for the District of Delaware under
caption In re UpHealth Holdings, Inc., Case No. 23-11476-LSS, and
Wilmington Trust, National Association, in its capacity as trustee
and collateral agent thereunder, relating to the 2025 Notes. In
addition, on February 9, 2024, the Company entered into a
supplemental indenture, which amended the terms of the indenture,
dated June 9, 2021, by and among the Company, the Guarantors and
The Bank of New York Mellon Trust Company, N.A., in its capacity as
successor trustee and as collateral agent thereunder.
Furthermore, as previously disclosed in its Current Report on Form
8-K filed with the SEC on March 18, 2024, following the Company's
receipt of the approval by its stockholders in favor of the
Cloudbreak Sale at a special meeting of stockholders held on
February 29, 2024, the Company on March 15, 2024 completed the
Cloudbreak Sale pursuant to the Purchase Agreement.
As further previously disclosed in its Current Report on Form 8-K
filed with the SEC on April 12, 2024, in connection with and
following the completion of the Cloudbreak Sale, on April 12, 2024,
the Company commenced offers, in accordance with the terms and
conditions set forth in the applicable Indenture, to purchase up to
all of the 2026 Notes and the 2025 Notes from the holders thereof
for cash, at a repurchase price for each Note that is validly
tendered and accepted for repurchase by the Company equal to (a)
100% of the principal amount of 2026 Notes and (b) 105% of the
principal amount of 2025 Notes, in each case, plus accrued and
unpaid interest (if any), as a result of the Cloudbreak Sale
constituting a Fundamental Change under the applicable Indenture.
The Fundamental Change Repurchase Offers expired on May 31, 2024.
About UpHealth
UpHealth -- https://uphealthinc.com -- is a provider of a full
continuum of behavioral health solutions through the utilization of
evidence-based treatments and services. Operating through its TTC
Healthcare, Inc. subsidiary, UpHealth targets mental health issues
and substance use disorders with services provided by
psychiatrists, physicians, neurologists, licensed therapists, and
clinical social workers. The company's levels of care include
detox, residential, partial hospitalization programs, intensive
outpatient programs, outpatient, and telehealth. UpHealth's
clients include health plans, healthcare providers and
community-based organizations.
San Jose, California-based BPM LLP, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
April 4, 2024, citing that the Company's recurring losses from
operations, available cash, cash used in operations, and the
Chapter 11 bankruptcy proceedings involving certain subsidiaries of
the Company raises substantial doubt about the Company's ability to
continue as a going concern.
URBAN ONE: Posts $4.6MM Net Income in FY 2023
---------------------------------------------
Urban One, Inc., filed with the U.S. Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net income of
$4.6 million on $477.7 million of net revenue for the year ended
December 31, 2023, compared to a net income of $36.7 million on
$484.6 million of net revenues for the year ended December 31,
2022.
As of December 31, 2023, the Company had $1.2 billion in total
assets, $920.6 million in total liabilities, $16.52 million in
redeemable noncontrolling interests, and $274.1 million in total
stockholders' equity.
A full-text copy of the Company's Form 10-K is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1041657/000155837024009018/uone-20231231x10k.htm
About Urban One
Urban One, Inc., formerly known as Radio One, Inc., headquartered
in Silver Spring, Md., is an urban-oriented multimedia company that
operates or owns interests in radio broadcasting stations (32% of
revenue as of LTM Q4 2022) generated by 66 stations in 13 markets,
cable television networks (43% of revenue), an 80% ownership in
Reach Media (9% of revenue), and ownership of Interactive One, its
digital platform, as well as other internet-based properties (16%
of revenue), largely targeting an African-American and urban
audience. The Chairperson, Catherine L. Hughes, and President,
Alfred C. Liggins III (Chairperson's son), maintain voting control
and hold a significant ownership position. The company reported
consolidated revenue of $485 million as of LTM Q4, 2022.
As of September 30, 2023, Urban One had $1.19 billion in total
assets, $891.52 million in total liabilities, $21.82 million in
redeemable noncontrolling interests and $278.71 million in total
stockholders' equity.
* * *
Moody's Investors Service affirmed Urban One, Inc.'s B3 Corporate
Family Rating, B3-PD Probability of Default Rating, and B3 senior
secured notes rating. The speculative grade liquidity rating was
upgraded to SGL-1 from SGL-2 reflecting very good liquidity. The
outlook was changed to stable from positive.
The affirmation of the CFR and stable outlook reflect Urban One's
relatively high pro forma leverage (4.9x as of Q4 2022 pro forma
for sale of the company's minority ownership position in MGM
National Harbor, LLC (National Harbor) and including Moody's
standard adjustments) as well as Moody's expectations that
operating performance will decline in 2023 due to lower political
advertising revenue in a non-election year and from lower cable TV
revenue. Cable TV was a source of strength during the pandemic but
is likely to be pressured from lower ratings and a decline in
subscribers as consumers continue to migrate to streaming services
from cable TV. Social considerations were a key driver of the
rating action, as Moody's expects the negative secular pressures in
the cable TV division to increase as media consumption continues to
migrate to streaming services.
VANDEVCO LTD: Examiner Taps Summit Law as Litigation Counsel
------------------------------------------------------------
Geoffrey Groshong, the court-appointed examiner for the estates of
Vandevco Ltd. and Orland Ltd., seeks approval from the U.S.
Bankruptcy Court for the Western District of Washington to hire
Summit Law Group, PLLC as his litigation counsel.
The firm's services include:
a. research and analysis of any existing litigation commenced
before these jointly administered cases were filed that may be an
asset of the Debtors' bankruptcy estates;
b. research and analysis of any litigation commenced after
these jointly administered cases were filed, including but not
limited to the Vancouver Sale Proceeding;
c. research and analysis of potential causes of action that
may be assets of the Debtors'
bankruptcy estates, including but not limited to Title 11, Chapter
5 causes of action and the Vancouvercenter Causes of Action;
d. preparation of a written report of Groshong's findings,
including but not limited to recommending whether the complaint in
the Vancouver Sale Proceeding should be amended or dismissed,
whether a new complaint should be filed, and what other or further
investigation, if any, is warranted; and
e. provision of services to Groshong as may be required to
properly fulfil his duties under the Order.
The firm will be paid at these rates:
Christopher Wion $630 per hour
Molly Gibbons $400 per hour
Summit Law Group is a "disinterested person" as defined in 11
U.S.C. 101(14), according to court fillings.
The firm can be reached through:
Christopher T. Wion, Esq.
Molly J. Gibbons, Esq.
Summit Law Group, PLLC
315 Fifth Avenue South, Suite 1000
Seattle, WA 98104
Tel: (206) 676-7000
Email: chrisw@summitlaw.com
Email: mollyg@summitlaw.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.
VFX FOAM: Hires Neeleman Law Group as Counsel
---------------------------------------------
VFX Foam, LLC seeks approval from the U.S. Bankruptcy Court for the
Western District of Washington to employ Neeleman Law Group as
counsel.
The firm's services include:
a. assisting the Debtor in the investigation of the financial
affairs of the estate;
b. providing legal advice and assistance to the Debtor with
respect to matters relating to this case and creditor
distribution;
c. preparing all pleadings necessary for proceedings arising
under this case; and
d. performing all necessary legal services for the estate in
relation to this case.
The firm will be paid at these rates:
Principal $550 per hour
Associates $475 per hour
Paralegal $225 per hour
The firm received from the Debtor a retainer of $9,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jennifer L. Neeleman, Esq., a partner at Neeleman Law Group,
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:
Jennifer L. Neeleman, Esq.
Neeleman Law Group, P.C.
1403 8th Street
Marysville, WA 98270
Tel: (425) 212-4800
Fax: (425) 212-4802
About VFX Foam, LLC
VFX Foam, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wash. Case No. 24-11086) on April 30,
2024. In the petition signed by Richard O'Connor, owner, the Debtor
disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge Christopher M Alston oversees the case.
Jennifer L. Neeleman, Esq., at NEELEMAN LAW GROUP, P.C., represents
the Debtor's legal counsel.
VIGILANCIA VIRTUAL: Seeks to Hire Angel Mattei as Accountant
------------------------------------------------------------
Vigilancia Virtual y Policia Privada LLC seeks approval from the
U.S. Bankruptcy Court for the District of Puerto Rico to employ
Angel Mattei, a practicing accountant in San Juan, P.R.
The Debtor requires accounting services, which include the analysis
of bank accounts and accounting systems, financial consulting
services, and the filing of monthly operating reports and tax
returns.
The accountant will be paid $1,300 per month, plus reimbursement of
out-of-pocket expenses.
As disclosed in court filings, Angel Mattei is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
Angel L. Mattei holds office at:
Angel L. Mattei
Urb. Iglesias, 1450 Ave.
San Juan, PR 00921
Tel: (787) 789-6726
About Vigilancia Virtual y Policia Privada
Vigilancia Virtual y Policia Privada LLC filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D.P.R. Case No. 24-01678) on Apr. 24, 2024. In the petition signed
by Israel Martinez Gutierrez, president, the Debtor disclosed under
$1 million in both assets and liabilities.
Judge Mildred Caban Flores oversees the case.
Landrau Rivera & Assoc., led by Noemi Landrau Rivera, Esq., serves
as the Debtor's legal counsel.
VIGILANCIA VIRTUAL: Taps Alcides Reyes-Gilestra as Special Counsel
------------------------------------------------------------------
Vigilancia Virtual y Policia Privada LLC seeks approval from the
U.S. Bankruptcy Court for the District of Puerto Rico to employ
Alcides A. Reyes-Gilestra, an attorney serving San Juan, PR, as its
special counsel.
Counsel Reyes-Gilestra's legal representation will be limited to
representing the Debtor in matters related to the claims made by
the U.S. Department of Labor in the district court case. The
attorney will also provide consulting services to Debtor and its
counsel regarding any claim or appearance made by the U.S.
Department of Labor in the captioned bankruptcy case.
Mr. Reyes-Gilestra received a $2,5000 retainer and will charge $175
per hour for its services.
Mr. Reyes-Gilestra assured the court that he is a disinterested
person within the definition provided by 11 USC Sec. 101(14) .
The counsel can be reached through:
Alcides A. Reyes-Gilestra, Esq.
867 Muñoz Rivera Ave.
Vick Center, Suite C-401
San Juan, PR 00925
Tel: (787) 309-7295
Wmail: areyes@arglaw.net
About Vigilancia Virtual y Policia Privada
Vigilancia Virtual y Policia Privada LLC filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D.P.R. Case No. 24-01678) on Apr. 24, 2024. In the petition signed
by Israel Martinez Gutierrez, president, the Debtor disclosed under
$1 million in both assets and liabilities.
Judge Mildred Caban Flores oversees the case.
Landrau Rivera & Assoc., led by Noemi Landrau Rivera, Esq., serves
as the Debtor's legal counsel.
VIVAKOR INC: CFO to Get $450K Base Salary Under New Contract
------------------------------------------------------------
Vivakor, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on June 13, 2024, the Company entered into
a new employment agreement with Tyler Nelson with respect to the
Company's appointment of Mr. Nelson as chief financial officer.
Pursuant to the New Employment Agreement, Mr. Nelson will receive:
(i) $450,000 annually;
(ii) an annual cash incentive bonus of a minimum of 50% of the
Base Salary (a portion of which may be payable in the form of
restricted common stock of the Company) and a maximum of 120% of
the Base Salary; and
(iii) an annual equity incentive bonus of a minimum of 25% of the
Base Salary and a maximum of 120% of the Base Salary in shares of
restricted stock.
Mr. Nelson will also be eligible for a cash transaction bonus for
Qualified Transactions, as defined in the New Employment Agreement,
of 0.5% of the enterprise value of the assets, equity or business
sold or acquired or the listing value of the equity or debt being
listed on a national exchange. For each of the closing of the
Merger Agreement and Endeavor MIPA, Mr. Nelson will receive a bonus
of $200,000, with $100,000 for each such bonus to be paid in cash
and the remaining $100,000 for each such bonus to be paid in shares
of the Company's common stock, valued on the date of close of the
Merger Agreement and the Endeavor MIPA, respectively. The
foregoing bonuses are in lieu of a Transaction Bonus for either the
Merger Agreement or the Endeavor MIPA. The New Employment
Agreement is for an initial term of two years and will auto-renew
for subsequent one-year terms if not terminated by either party at
the end of a term, which requires 90 days prior notice. The New
Employment Agreement may also be terminated under standard cause
and without cause termination and resignation provisions.
Original Agreement
On June 9, 2022, Vivakor entered into an executive employment
agreement with Mr. Nelson, the chief financial officer of the
Company, for a term of two years, and, on Jan. 16, 2023, Mr. Nelson
was appointed as member of the Company's Board of Directors.
On Feb. 26, 2024, the Company entered into an Agreement and Plan of
Merger with Empire Energy Acquisition Corp., a Delaware
corporation, and wholly owned subsidiary, Empire Diversified
Energy, Inc., a Delaware corporation, whereby, at closing, subject
to the conditions set forth in the Merger Agreement, Empire will
become a wholly-owned subsidiary of the Company. On March 21,
2024, the Company entered into a Membership Interest Purchase
Agreement, the equity holders of Endeavor Crude, LLC, whereby, at
closing, subject to the conditions set forth in the Endeavor MIPA,
the Company will acquire several entities that will become
wholly-owned subsidiaries of the Company.
Beginning on June 8, 2024, the Company and Mr. Nelson entered into
a series of amendments to the Original Agreement effecting the
extension of the expiration date of the Original Agreement until
June 13, 2024.
Settlement Agreement and Promissory Note
At the time of the termination of the Original Agreement, the
Company owed Mr. Nelson $1,167,750 in accrued salary and bonuses,
plus interest ("Accrued Compensation"), for serving as the
Company's chief financial officer under the Original Agreement.
Pursuant to the Settlement Agreement, the Company and Mr. Nelson
agreed the Accrued Compensation would be paid to Mr. Nelson under
of a straight promissory note in the principal amount of the
Accrued Compensation. Under the terms of the Note, the amounts due
under the Note will accrue interest at 8% per annum, and will be
paid to Mr. Nelson by paying him 5% of any money received by the
Company from closed future financings or acquisition/merger/sale
transactions until the Note has been paid in full. In the event
the Note has not been paid in full by Dec. 31, 2024, the Note will
mature and any amounts due thereunder will be due and payable in
full in such date.
Stock Option
Under the terms of the Settlement Agreement, the Company issued Mr.
Nelson a stock option agreement setting forth the stock options Mr.
Nelson were issued on June 9, 2022. Pursuant to the Option
Agreement, as of the Grant Date, Mr. Nelson was granted 917,825
stock options at an exercise price per share of $1.80. The Options
shall vest as follows: (i) 360,145 shares on the Grant Date, (ii)
219,312 shares three months after the Grant Date, (iii) 48,338
shares for each of the following six quarters, and (iv) 48,340
shares following the eighth quarter after the Grant Date. The
Options were fully vested as of June 9, 2024.
About Tyler Nelson
Tyler Nelson joined Vivakor on a part-time basis as chief financial
officer in 2014 and has served as full-time chief financial officer
since September 2020. Mr. Nelson joined the Board of Directors of
Vivakor in January 2023. Mr. Nelson is a CPA who worked from 2006
to 2011 in Audit and Enterprise Risk Services at Deloitte LLP (USA)
and later at KSJG, LLP (later acquired by Withum+Brown, PC). He
worked with clients with assets of more than $100 billion and
annual revenues of more than $15 billion, which are considered some
of the most respected financial institutions in the world. In
2011, Mr. Nelson began working for LBL Professional Consulting,
Inc. where he provided merger and acquisition, initial public
offering, and interim chief financial officer services to clients.
Mr. Nelson continues to sit on the Board of Directors and remains
an officer of LBL Professional Consulting, Inc. Mr. Nelson earned
a Master's Degree in Accountancy from the University of Illinois-
Urbana-Champaign, and a Bachelor's Degree in Economics with a minor
in Business Management from Brigham Young University.
The Board believes that Mr. Nelson's experience in public company
accounting and his extensive knowledge in the history of the
Company makes him ideally qualified to help lead the Company
towards continued growth and success.
About Vivakor Inc.
Coralville, Iowa-based Vivakor, Inc. is a socially responsible
operator, acquirer and developer of technologies and assets in the
oil and gas industry, as well as related environmental solutions.
Currently, the Company's efforts are primarily focused on operating
crude oil gathering, storage and transportation facilities, as well
as contaminated soil remediation services.
Houston, Texas-based Marcum LLP, the Company's auditor since 2022,
issued a "going concern" qualification in its report dated April
16, 2024, citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
VOLUME INDUSTRIES: Hires Summer Valley Supplies as Liquidator
-------------------------------------------------------------
Volume Industries LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to employ Summer Valley
Supplies Inc. as liquidator.
The Debtor requires the firm's specialized experience in bankruptcy
services for the liquidation of its assets located at 5-39 46th Ave
Long Island City, NY 11101.
The firm will be paid at a commission rate of 30 percent of net
proceeds from the sale of goods and inventory.
Mark Meyer, a partner at Summer Valley Supplies Inc., disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Mark Meyer
Summer Valley Supplies Inc.
3420 Summer Valley Rd. New
Ringgold PA 17960
About Volume Industries
Volume Industries, LLC offers technical design, fabrication,
millwork, project management, logistics and installation, and
digital imaging services. The company is based in Armonk, N.Y.
Volume Industries filed Chapter 11 petition (Bankr. S.D. N.Y. Case
No. 24-22094) on February 1, 2024, with $4,408,377 in assets and
$4,901,380 in liabilities. Samuel Dawidowicz serves as Subchapter V
trustee.
Judge Sean H. Lane oversees the case.
Dawn Kirby, Esq., at Kirby Aisner & Curley, LLP, represents the
Debtor as legal counsel.
VYAIRE MEDICAL: Seeks $180MM DIP Loan from Wilmington
-----------------------------------------------------
Vyaire Medical, Inc. and affiliates ask the U.S. Bankruptcy Court
for the District of Delaware for authority to use cash collateral
and obtain postpetition financing.
The Debtors commenced their Chapter 11 cases with committed
debtor-in-possession financing from certain Prepetition First Lien
Term Loan Lenders holding over 90% of the First Lien Term Loans to
provide them with sufficient liquidity to operate during these
Chapter 11 cases and facilitate the Debtors’ marketing and sale
of the business pursuant to 11 U.S.C. Section 363.
The Debtor seeks to enter into a senior secured, superpriority term
loan credit facility in the aggregate principal amount of $180
million, consisting of:
(i) a new money term loan facility in an aggregate principal
amount of $45 million, $25 million of which will be made available
subject to and upon entry of the Interim Order, and $20 million of
which shall be made available upon entry of the Final Order, and
(ii) roll-up term loans in an aggregate principal amount of
approximately $135 million, $75 million of which shall be rolled up
upon entry of the Interim Order and $60 million of which shall be
rolled up upon entry of the Final Order, all pursuant to the terms
and conditions of the Senior Secured Superpriority
Debtor-in-Possession Credit Agreement with a consortium of lenders,
agented by Wilmington Savings Fund Society.
The DIP facility is due and payable on the earliest to occur of:
(i) the consummation of a sale or the Disposition of all or
substantially all of Holdings', the Borrower's, and each of their
Subsidiaries' assets;
(ii) a Change of Control;
(iii) 120 days after entry into the DIP Credit Agreement;
(iv) the date on which all Loans are accelerated and all
unfunded Commitments (if any) have been terminated in accordance
with the DIP Credit Agreement, by operation of law or otherwise;
(v) the date the Court orders a conversion of the Chapter 11
cases to a Chapter 7 liquidation or the dismissal of the Chapter 11
case of any Debtor;
(vi) the closing of any sale of assets pursuant to 11 U.S.C.
Section 363, which when taken together with all other sales of
assets since the Closing Date, constitutes a sale of all or
substantially all of the assets of the Loan Parties;
(vii) the Plan Consummation Date;
(viii) the first Business Day after the date on which the
Interim Order expires by its terms or is terminated, unless the
Final Order has been entered and becomes effective prior thereto;
and
(ix) the date that the Final Order is vacated, terminated,
rescinded revoked, declared null and void or otherwise ceases to be
in full force and effect.
The Debtors are required to comply with these milestones:
(a) No later than June 9, 2024, the Company Parties must file (i)
petitions in the Bankruptcy Court to commence the Chapter 11 cases
and (ii) within 24 hours thereafter file the First Day Pleadings,
the DIP Motion, and the Bidding Procedures Motion;
(b) No later than June 12, 2024, the Bankruptcy Court must have
entered the Interim DIP Order;
(c) No later than July 1, 2024, the Debtors must have (i)
designated a stalking horse and (ii) received indications of
interest that, individually or in the aggregate, in the good faith
estimate of the Debtors and their advisors, with the consent of the
Required Lenders, are likely to lead to bids that, individually or
in the aggregate, meet the Minimum Bid Requirement as set forth in
the Bidding Procedures and the Bidding Procedures Order; provided
that if the Debtors do not receive any indications of interest
consistent with the foregoing clause, then the Debtors must
terminate the sale process, cancel the auction, and, with the
consent of the Required Lenders, wind down their estates pursuant
to a Plan in a manner consistent with the RSA;
(d) No later than July 8, 2024, the Bankruptcy Court must have
entered the Bidding Procedures Order;
(e) No later than July 14, 2024, the Bankruptcy Court must have
entered the Final DIP Order;
(f) No later than July 22, 2024, the Debtors must have received
bids that, individually or in the aggregate, meet the Minimum Bid
Requirement as set forth in the Bidding Procedures and the Bidding
Procedures Order; provided that if the Debtors do not receive any
bids consistent with the foregoing clause, then the Debtors must
terminate the sale process, cancel the auction, and, with the
consent of the Required Lenders, wind down their estates pursuant
to a Plan in a manner consistent with the RSA;
(g) No later than July 25, 2024, the auction must have occurred, if
applicable;
(h) No later than July 29, 2024, the Bankruptcy Court must have
entered the Sale Orders, if applicable; and
(i) No later than August 19, 2024, the Debtors must have
consummated the Sale Transactions.
As of the Petition Date, Vyaire had approximately $533.6 million in
total funded debt obligations.
The Debtors propose to provide the Prepetition Secured Parties with
certain forms of adequate protection to protect against the
postpetition diminution in value of the cash collateral:
a. replacement liens in favor of the Prepetition Secured Parties on
all property of the Debtors, and, subject to entry of the Final
Order, all proceeds of any avoidance actions under Chapter 5 of the
Bankruptcy Code;
b. super-priority administrative expense claims to the extent
provided by 11 U.S.C. Section 503(b), 507(a), and 507(b) and junior
to the DIP Superpriority Claim, subject to the Carve Out;
c. payment of all reasonable and documented professional fees and
expenses for the DIP/First Lien Advisors, DIP Agent Advisors,
Prepetition First Lien Term Loan Agent, and Prepetition First Lien
Notes Agent; and
d. additional lender protections in the form of (a) 506(c) and
552(b) waivers (in each case subject to entry of the Final Order)
(for the benefit of the Prepetition Secured Parties) and (b)
financial reporting, milestones and financial covenant compliance
under the DIP Orders and DIP Documents.
A copy of the motion is available at https://urlcurt.com/u?l=WEMU3Y
from PacerMonitor.com.
About Vyaire Medical, Inc.
Vyaire Medical, Inc. together with its direct and indirect
subsidiaries, is a global company focused on developing products
and providing related services for the diagnosis, treatment, and
monitoring of various cardiology, pulmonology, and respiratory
health conditions. With a 70-year history of pioneering breathing
technology, the integrated solutions offered by the Company help
enable, enhance, and extend lives. Headquartered in Mettawa,
Illinois, Vyaire operates approximately 27 offices and
manufacturing facilities, and employs approximately 950 individuals
around the world. The Company has a global reach, and Vyaire
products are available in more than 100 countries. Its customers
are the hospitals, health centers, and private practice facilities
delivering life-enhancing products and services to patients every
day.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11217) on June 9,
2024. In the petition signed by John Bibb, chief executive officer,
the Debtor disclosed up to $500 million in assets and up to $1
billion in liabilities.
The Debtor and affiliates tapped KIRKLAND & ELLIS LLP and KIRKLAND
& ELLIS INTERNATIONAL LLP as restructuring counsel, COLE SCHOTZ
P.C. as restructuring co-counsel, ALIXPARTNERS, LLP as financial
advisor, PJT PARTNERS, LP, as investment banker, and OMNI AGENT
SOLUTIONS as notice and claims agent and administrative advisor.
W. F. DELAUTER: Hires J.G. Cochran Auctioneers as Auctioneer
------------------------------------------------------------
W. F. Delauter & Son, Inc. and Delauter Leasing, LLC seek approval
from the U.S. Bankruptcy Court for the District of Maryland to
employ J.G. Cochran Auctioneers as Auctioneer.
The firm will provide marketing and public sale of the properties
of the Debtor.
The firm will be paid at 6 percent of the aggregate gross sales. In
addition, a buyer's premium shall be due and payable by the
purchaser for any item sold by the firm as follows: 10 percent of
the first $5,000 of the gross purchase price and shall be limited
in all events to a total of $500.
James G. Cochran, a partner at J.G. Cochran Auctioneers &
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:
James G. Cochran
J.G. Cochran Auctioneers & Associates, Ltd.
7704 Mapleville Rd
Boonsboro, MD 21713
Tel: (301) 739-0538
About W. F. Delauter & Son, Inc. and
Delauter Leasing, LLC
W.F. Delauter & Son, Inc. filed Chapter 11 petition (Bankr. D. X
Case No. 24-13955) on May 8, 2024, with $10 million to $50 million
in both assets and liabilities. Kirby E. Delauter, president,
signed the petition.
Paul Sweeney, Esq., at YVS Law, LLC is the Debtor's legal counsel.
W.F. JACKSON: Committee Seeks to Hire Boyer Terry as Counsel
------------------------------------------------------------
The official committee of unsecured creditors of W.F. Jackson
Construction Company, Inc. seeks approval from the U.S. Bankruptcy
Court for the Middle District of Georgia to employ Boyer Terry, LLC
as counsel.
The firm's services include:
a. advising the Committee on all legal issues as they arise;
b. representing and advising the Committee regarding the terms
of any asset sales or plans of reorganization or liquidation, and
assisting the Committee in negotiations with the Debtor, its
secured creditors, and other parties in interest;
c. investigating the Debtor's assets and pre-bankruptcy conduct,
and investigating the validity, priority and extent of any liens
asserted against the Debtor's assets;
d. preparing all necessary pleadings, reports, and other papers
on the Committee's behalf;
e. representing and advising the Committee in all proceedings in
this case;
f. assisting and advising the Committee in its administration;
and
g. providing such other services as are customarily provided by
counsel to a creditors' committee in cases of this kind.
The firm will be paid at these rates:
Attorneys $350 and $400 per hour
Paraprofessionals $100 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Christopher W. Terry, Esq., a partner at Boyer Terry 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:
Christopher W. Terry, Esq.
Boyer Terry LLC
Suite 200, 348 Cotton Avenue
Macon, GA 31201
Tel: (478) 742-6481
Email: chris@boyerterry.com
About W.F. Jackson Construction Company, Inc.
W.F. Jackson Construction Company, Inc. is a general contractor in
Sandersville, Ga.
The Debtor filed Chapter 11 petition (Bankr. M.D. Ga. Case No.
24-50593) on April 25, 2024, with $1 million to $10 million in both
assets and liabilities.
Judge Robert M. Matson oversees the case.
Matthew S. Cathey, Esq., at Stone & Baxter, LLP is the Debtor's
legal counsel.
WAYSTAR TECHNOLOGIES: Fitch Hikes IDR to 'BB-', Outlook Positive
----------------------------------------------------------------
Fitch Ratings has upgraded the Long-Term Issuer Default Rating
(IDR) of Waystar Technologies, Inc. to 'BB-' from 'B'. Fitch has
assigned a first-time IDR of of 'BB-' to Waystar Holding Corp.
Waystar Holding Corp. is listed as the filer of the company's
consolidated financial statements. Fitch has also upgraded
Waystar's first-lien term loan to 'BB+'/'RR2' from 'BB-'/'RR2'. The
Rating Outlook is Positive.
The upgrade reflects Fitch's expectations for decreased leverage
following the completion of Waystar's IPO and that the company has
used the proceeds to pre-pay a portion of the term loan. Fitch
expects EBITDA leverage levels at 3.6x for fiscal 2024 and then
declining to below 3.5x by fiscal 2025 through organic EBITDA
growth.
Should Waystar consistently maintain leverage levels below 3.5x,
Fitch will contemplate a further upgrade of the IDR.
The ratings also reflect strong operating performance, with a high
portion of recurring/re-occurring revenues, solid retention rates,
and low debt levels, leading to consistent FCF generation in the
low-mid teens range.
KEY RATING DRIVERS
Leverage to Decrease: Waystar has significantly reduced its
leverage levels by using the proceeds from its IPO to pay down
debt, with EBITDA leverage expected to decline to 3.6x in fiscal
2024. The company's strong operating profile is characterized by
double-digit revenue growth, solid EBITDA margins, and healthy free
cash flow generation. Generation of strong cash capacity levels
should support organic growth initiatives including M&A while
maintaining lower leverage levels.
Fitch anticipates that by fiscal 2025, Waystar's EBITDA leverage
will decline below 3.5x due to organic EBITDA growth. This would be
comparable to other Fitch-rated software peers at the 'BB' rating
level. While the company has not articulated a public commitment to
reduce leverage, Fitch expects it to remain below 4.0x over the
rating horizon. The reduction in leverage levels supports today's
upgrade of Waystar's IDR by two notches to 'BB-'. The Outlook is
Positive, reflecting that a further upgrade is possible if Waystar
consistently maintains EBITDA leverage below 3.5x.
Successful Integrations: Waystar completed the integration of the
eSolutions and Patientco acquisitions, achieving synergy targets
with no disruption in go-to-market efforts or client retention. As
a result, Fitch expects Waystar to be one of the more meaningful
revenue cycle management (RCM) providers, with a continuing pace of
share gains. The company's RCM offering is unique with processing
capabilities across commercial and governmental payors and a strong
patient engagement/payments platform.
Strong Growth Opportunity: Fitch expects Waystar's organic growth
rate to be sustained at double-digit levels in the near term as a
result of strong secular trends in U.S. healthcare spending and
utilization, as well as the company's successful go-to-market and
cross sales effort. The Centers for Medicare and Medicaid Services
(CMS) forecasts national health expenditure growth of 5.4% annually
through 2031 due to longstanding trends, including an aging
demographic, medical procedure/drug cost inflation, and utilization
growth.
Increased regulatory burdens, claims processing complexity and
pressures on provider profitability serve as strong tailwinds for
continued software adoption by providers. The company's growth
prospects are further supported by strong retention rates,
resulting from high switching costs that include staff training,
implementation costs, business interruption risks and reduced
productivity when swapping vendors. Fitch believes that the secular
tailwinds and high switching costs produce a dependable growth
trajectory that benefits Waystar's credit profile.
Low Cyclicality: Waystar experienced revenue growth in every year
since its inception, including during the pandemic-driven downturn
in healthcare visit volumes, and Fitch expects it to continue
exhibiting low cyclicality for the foreseeable future. Fitch
believes the company will benefit from a strong correlation to
overall U.S. healthcare spending and utilization, which is highly
nondiscretionary. Fitch also believes Waystar will demonstrate a
stable credit profile with little sensitivity to macroeconomic
cycles.
Strong Margin Profile: Fitch forecasts an EBITDA margin improving
to the mid-40s range over the rating horizon for the combined
Waystar, eSolutions, Patientco and HealthPay24, which is at the
high end of the 28%-47% range for Fitch-rated HCIT peers. Strong
margins and low capital intensity contribute to robust FCF margins,
which Fitch forecasts will increase to the high teens, partially
benefiting from lower interest expenses as a result of the debt
paydown. Fitch believes Waystar stands out among other HealthCare
Information Technology (HCIT) issuers that are primarily private
equity sponsored with its ability to generate positive FCF and use
excess funds to reduce debt.
Strategy Risks: Waystar's sales strategy targets the broad
healthcare provider market by leading with a strong technology
offering, rather than focusing on a narrow niche in the healthcare
universe. This presents competitive risks given direct competition
with larger RCM providers that could quickly scale-up investments
in their product offerings and go-to-market efforts. This risk is
somewhat mitigated by the 2020 acquisition of eSolutions' network
service operator offerings , which require direct contracts with
CMS and, as a result, experience limited competition.
Evolving Marketplace: Waystar faces risks from an evolving
healthcare marketplace where efforts to slow cost growth will
require all constituents to modify their strategies. The nascent
efforts to shift to value-based care, where reimbursements are
directed to successful outcomes rather than volume of procedures,
will require Waystar to re-examine its go-to-market and pricing
strategies to align more closely with the emerging incentives that
are based on medical outcomes. While the transition to value-based
case is slow-moving, Fitch believes that the shift introduces risk
of disruption and rejection from the marketplace that may result in
decreased growth.
DERIVATION SUMMARY
Following the use of the IPO proceeds towards debt prepayment,
Fitch expects leverage to decline to 3.6x by YE 2024 and below 3.5x
by YE 2025 which is low as compared with the 8.2x median and
3.0x-10.2x range for other Fitch rated HCIT peers.
The expectations of reduced leverage make Waystar comparable to
other Fitch rated software peers at the 'BB' rating level and have
led us to upgrade Waystar's IDR by two notches to 'BB-' from 'B'
with a 'Positive' outlook. No Country Ceiling, parent/subsidiary or
operating environment aspects affected the rating.
KEY ASSUMPTIONS
- Organic revenue growth expected in the low double digits in 2024
and 2025 due to strong bookings growth with organic growth expected
in high single digits thereafter due to client growth,
cross-selling opportunities, price increases, increasing medical
procedure volumes and rising healthcare expenditure;
- EBITDA margins estimated to improve to the mid-40s range over the
rating horizon due to synergy achievement, operating leverage
benefits with minimal margin expansion thereafter due an optimized
cost structure;
- Capital expenditure as a percentage of revenue expected to be in
the 2.5%-3.0% range, which is consistent with past values and
peers;
- Fitch assumes IPO proceeds to be used towards debt paydown in
2024 consisted with management's public comments;
- Fitch expects excess cash flows coupled with incremental debt to
be used towards acquisitions/growth initiatives over the rating
horizon.
RECOVERY ANALYSIS
Based on Fitch's U.S. Corporates criteria for companies in the
'BB-'to 'BB+' rating categories. Fitch assesses the above first
lien term loan under Category 2 as the term loan is ranked junior
to the $80 million accounts receivable securitization facility. Per
the criteria, Fitch rates the term loan 'BB+' and maintains the
'RR2' recovery rating.
RATING SENSITIVITIES
Factors That Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Fitch expectations of EBITDA leverage sustaining below 3.5x;
- (CFO - capex)/debt sustained near mid-teens or higher;
- Consistent organic revenue growth sustained in the
high-single-digit range and above.
Factors That Could, Individually or Collectively, Lead to a Stable
Outlook
- Expectations of EBITDA leverage sustaining above 3.5x.
Factors That Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Fitch's expectations of EBITDA leverage sustaining above 4.0x;
- (CFO - capex)/debt sustained below 8%;
- Consistent organic revenue declines resulting from deterioration
in competitive position.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Fitch expects Waystar to maintain strong
liquidity given moderate operating expense requirements that result
in strong margins, a highly variable cost structure, a short cash
conversion cycle due to monthly billing and low capital intensity.
Liquidity is comprised primarily of an undrawn $342.5 million RCF.
This is a considerable RCF commitment in relation to the company's
revenue scale.
Liquidity is further supported by Fitch's forecast for consistent
FCF generation over the rating horizon. Fitch forecasts steady
growth in liquidity to over $400 million by 2024 due to
accumulation of FCF and the expectation for the RCF to remain
undrawn.
Debt Maturities: Following the refinancing transaction, there are
no significant debt maturities expected over the rating horizon.
Waystar's securitization facility matures in 2026. Given Waystar's
strong operating performance, FCF generation improving from low
teens to high teens over the rating horizon, the company should be
able to refinance or extend this facility. Waystar is capable of
recommitting FCF towards deleveraging in order to achieve a more
conservative posture so that future refinancing is not entirely
dependent on capital market conditions when maturities fall due.
ISSUER PROFILE
Waystar provides cloud-based RCM software that healthcare providers
use to track patient care and data from registration through
appointment in order to ensure final payment and avoid
reimbursement denials, allowing providers to lower processing costs
and increase collections.
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
----------- ------ -------- -----
Waystar Holding
Corp. LT IDR BB- New Rating
Waystar
Technologies, Inc. LT IDR BB- Upgrade B
senior secured LT BB+ Upgrade RR2 BB-
WESTAR PLUMBING: Seeks to Hire Allen Jones & Giles as Attorney
--------------------------------------------------------------
Westar Plumbing Services, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Arizona to hire Allen, Jones &
Giles, PLC as its attorneys.
The firm's services include:
a. providing the Debtor with legal advice with respect to its
Chapter 11 bankruptcy proceeding;
b. representing the Debtor in negotiations involving
creditors;
c. representing the Debtor at court hearings; and
d. preparing legal papers necessary to assist in the Debtor's
reorganization.
The firm will be paid at these rates:
Thomas H. Allen, Member $500 per hour
Philip J. Giles, Member $475 per hour
David B. Nelson, Associate $375 per hour
Ryan Deutsch, Associate $300 per hour
Paralegals and Law Clerks $150 - $225 per hour
The Debtor paid the firm a retainer of $26,738.
Thomas Allen, Esq., a partner at Allen, Jones & Giles, disclosed in
a court filing that his firm is a "disinterested person" pursuant
to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Thomas H. Allen, Esq.
David B. Nelson, Esq.
ALLEN, JONES & GILES, PLC
1850 N. Central Ave., Suite 1150
Phoenix, AZ 85004
Tel: (602) 256-6000
Fax: (602) 252-4712
Email: tallen@bkfirmaz.com
dnelson@bkfirmaz.com
About Westar Plumbing Services
Westar Plumbing Services, LLC filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. 24-04301) on
May 29, 2024, listing $1,000,001 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 counsel.
WHITESTONE INDUSTRIAL-OFFICE: Taps ilasmos ventures as Accountant
-----------------------------------------------------------------
Whitestone Industrial-Office LLC and its affiliates seek approval
from the U.S. Bankruptcy Court for the Northern District of Texas
to hire Kevin Chesser, CPA and his company ilasmos ventures, llc as
its accountant.
The firm will assist the Debtors with their accounting needs.
The accountant will earn fees of $350 per hour for regular ongoing
services and $600 per hour for depositions, testimony, or
litigation support services.
As disclosed in the court filings, each member and associate of
ilasmos is presently a disinterested person as defined in Section
101 (14) of the Bankruptcy Code.
The accountant can be reached through:
Kevin Chesser, CPA
ilasmos ventures, llc
18431 Cypress Rosehill
Cypress, TX 77429
Tel: (281) 217-0991
About Whitestone Industrial-Office LLC
Whitestone Industrial-Office LLC filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex.
Case No. 24-30653) on March 4, 2024, listing $10 million to $50
million in assets and $1 million to $10 million in liabilities. The
petition was signed by Bradford Johnson as authorized
representative.
Judge Scott W. Everett presides over the case.
Joyce W. Lindauer, Esq. at Joyce W. Lindauer Attorney, PLLC
represents the Debtor as counsel.
WILLAMETTE VALLEY: Unsecureds Owed $15K+ to Get 11% in Plan
-----------------------------------------------------------
Willamette Valley Hops, LLC ("WVH") filed with the U.S. Bankruptcy
Court for the District of Oregon a Chapter 11 Disclosure Statement
accompanying Plan of Reorganization dated June 3, 2024.
WVH was created on April 8, 2009 by Bruce Wolf, a current member of
WVH. The company was started as a rhizome sales business selling
hop rhizomes to people around the country that wanted to grow hops
in their backyard to make beer.
In particular, if the plan is confirmed, holders of general
unsecured claims will receive a dividend of approximately 11% of
their allowed claims. The payment to unsecured creditors will come
from Debtor’s operations.
One of Debtor's members, Bruce Wolf, will sell sufficient real
property within 60 days of Confirmation to pay secured creditor US
Bank in full on its secured debt which totals over $1,500,000
including the amounts guaranteed by Willamette Valley Hops in the
amount of $648,263.33.
The payment to US Bank will be funded by the sale of Bruce Wolf's
60 acre hop farm and an office warehouse on the property. After the
sale, Debtor will lease back the office and warehouse from the
buyer.
The administrative claims consisting of Debtor's attorney fees and
expenses will be paid within 60 months of confirmation pursuant to
a written agreement with Debtor and Debtor's attorney. Currently
the total unpaid attorney's fees equal $37,172.64. It is estimated
an additional $15,000 will be incurred through confirmation. Debtor
also has unpaid bookkeeping fees which will be paid upon
confirmation. The bookkeeping fees are estimated to be $2,300.00.
The priority tax claims will be paid within 60 months of the date
Debtor filed the case.
Class 2 consists of General Unsecured Claims of less than $15,000.
These creditors will be paid 90% of their claim amount within 90
days of confirmation as payment in full. Any creditor with a claim
of more than $15,000 can elect to be a part of this class and
receive a payment of $13,500.00 in full satisfaction of its claim.
Class 3 consists of General Unsecured Claims of more than
$15,000.00. These claims total approximately $8,700,000.00. These
creditors will share pro-rata in graduated semi-annual
distributions beginning at $65,000.00 in April 2025. The creditors
will receive approximately 11% of their claims. The total to be
distributed is $952,500.00. This Class is impaired.
The Debtor's member, Bruce Wolf, is selling his 60 acre hop farm
and office and warehouse for enough to pay off the secured creditor
US Bank. The total owed to US Bank is $1,590,342.16, which includes
the guaranteed debt of Bruce Wolf in the amount of $648,263.33 and
$942,078.83 owed by Debtor.
A full-text copy of the Disclosure Statement dated June 3, 2024 is
available at https://urlcurt.com/u?l=p9CToo from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Ted A. Troutman, Esq.
TROUTMAN LAW FIRM, PC
5075 SW Griffith Dr., Suite 220
Beaverton, OR 97005
Telephone: (503) 292-6788
Facsimile: (503) 596-2371
Email: tedtroutman@sbcglobal.net
About Willamette Valley Hops
Willamette Valley Hops, LLC is a family owned and operated premium
hop product distributor established in 2008 and located in the
heart of the Willamette Valley.
Willamette Valley Hops filed Chapter 11 petition (Bankr. D. Ore.
Case No. 24-60110) on Jan. 19, 2024, with $10 million to $50
million in both assets and liabilities. Paul Stevens, managing
member, signed the petition.
Judge Peter C. Mckittrick oversees the case.
Ted A. Troutman, Esq. at Troutman Law Firm, PC represents the
Debtor as legal counsel.
WILLSCOT MOBILE: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has assigned a Long-Term Issuer Default Rating (IDR)
of 'BB' to WillScot Mobile Mini Holdings Corp. and subsidiaries
Williams Scotsman, Inc. and Williams Scotsman Holdings Corp.
(collectively WillScot). The Rating Outlook is Stable. Fitch has
also assigned a 'BB-' rating to Williams Scotsman, Inc.'s existing
senior secured notes and an expected rating of 'BB-(EXP)' to its
proposed senior secured notes issuance.
Fitch does not expect the issuance to have an impact on leverage as
proceeds from the proposed issuance will be used to repay existing
ABL revolver borrowings.
KEY RATING DRIVERS
WillScot's ratings are supported by its established franchise and
leading market position as a provider of modular work space and
storage space solutions, an experienced management team and strong
profitability. The ratings also reflect the company's track record
of accretive mergers and acquisitions, appropriately managed
residual value risk and an adequate liquidity profile.
The ratings are constrained by WillScot's limited funding
flexibility arising from its fully secured funding profile,
relatively weak tangible balance sheet capitalization, and
execution risk surrounding the pending McGrath acquisition, which
will be its largest transaction to date.
Fitch's business profile assessment recognizes the benefits of the
McGrath acquisition for the franchise strength of the consolidated
business on a post-combination basis, as it is WillScot's largest
competitor. While the transaction is expected to close in 2H24, it
remains subject to final competition authority approval and any
adverse regulatory pronouncements in this regard could result in a
negative revision of the Outlook or the rating.
Fitch considers WillScot's asset quality to be strong, given the
standardized nature and relatively long useful life of its modular
work space units and storage containers and conservative
depreciation policies, which limit residual value risk. The
company's portfolio is also adequately diversified, with its top 50
customers comprising 13% of revenue and its single largest sector,
commercial & industrial, representing 43% of the customer base at
March 31, 2024.
While allowance for doubtful accounts totaled 16.1% of trade
receivables at 1Q24, the company has taken zero impairments on its
leasing assets over the last four years. Further, WillScot realized
63.8% residual value gains from sales proceeds on the disposal of
its units in 2023 and 40% in 1Q24.
WillScot's profitability has improved meaningfully in recent years,
driven by strong core business growth, enhanced scale and the exit
from non-core, unprofitable business lines. Profitability has also
been supported by its high margin value-added products and services
(VAPS) and integration through its delivery, installation and
removal services.
Pre-tax return on average assets (ROAA) was 10.8% in 2023; up from
8.0% in 2022 and above the four-year average of 5.8% from
2020-2023. The company also maintained a solid adjusted EBITDA
margin of 44.4% in 2023, in line with 2022 but above its four-year
average of 39%. Assuming the McGrath acquisition closes, Fitch
believes that WillScot will be able to further enhance its margins
through additional VAPS penetration into McGrath's customer base.
Leverage, calculated as total debt to tangible equity, is not
measurable given WillScot's negative tangible equity balance at
1Q24. Goodwill and intangibles, driven by the company's numerous
acquisitions, were $1.6 billion at 1Q24, and are projected to rise
to over $4 billion once the McGrath acquisition closes. Fitch does
not expect positive tangible equity to be restored over the Outlook
horizon.
Instead, as a complementary metric, Fitch considers WillScot's cash
flow leverage (total debt to adjusted EBITDA), which was 3.2x for
trailing 12 months (TTM) ended March 31, 2024 and is expected to
rise above 4.0x pro forma for the closing of the acquisition.
Management points to leverage returning to the targeted range of
3.0x to 3.5x (on a net debt to EBITDA basis) within one year of
transaction close with EBITDA growth and the realization of
operating synergies. A potential sale of McGrath's TRS-RenTelco
equipment leasing business could also contribute to further
deleveraging post transaction close.
The company is fully reliant on secured funding through its
asset-based facility and secured note offerings, which is viewed
negatively by Fitch as it limits financial flexibility,
particularly in times of stress. Secured debt, which accounted for
100% of total debt at 1Q24, was comprised of $1.9 billion due under
its asset-based lending (ABL) facility and $1.5 billion of secured
notes that mature between 2025 and 2031.
Fitch views WillScot's liquidity profile as adequate to meet its
business and debt service needs. At 1Q24, available liquidity
consisted of $13 million of cash and equivalents and $1.3 billion
of availability on its ABL facility. Recent amendments to the ABL
facility will become effective when the McGrath acquisition closes,
including an increase in the credit facility to $4.5 billion and
adjustments to the borrowing base. The next secured notes maturity
of $526.5 million is due in June 2025.
Adjusted EBITDA to interest expense was 4.8x for the TTM ended 1Q24
and averaged 5.0x from 2020-2023, which is consistent with Fitch's
'bb' category benchmark range of 3.0x to 6.0x. Interest coverage is
expected to decline pro forma for the acquisition, but remain
within the 'bb' category range. Fitch expects interest coverage to
improve over time, driven by the realization of synergies, revenue
growth and adjusted EBITDA margin expansion.
The Stable Outlook reflects Fitch's expectation that WillScot will
bring leverage within management's target range via EBITDA
expansion within one year of transaction close. The Outlook also
reflects the expectation that the company will maintain adequate
liquidity resources to meet operational needs and debt service
obligations, report strong asset quality metrics and relatively
consistent profitability.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Failure to reduce leverage to the targeted range within one year
of acquisition close;
- Failure to obtain regulatory approval for the McGrath acquisition
and/or termination of the transaction for any other reasons;
- Sustained deterioration in the adjusted EBITDA margin to 40% or
below;
- Significant decline in market share or weakening market position;
and/or
- Deterioration in the liquidity profile as evidenced by a decline
in adjusted EBITDA/interest expense below 4.0x.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Maintenance of an adjusted EBITDA margin over 45%;
- Sustained reduction in leverage to the targeted range of
3.0x-3.5x debt-to-adjusted EBITDA;
- Progress towards restoring a positive tangible equity balance;
- Successful integration of the McGrath acquisition and realization
of announced synergies of $50 million within the next two years;
- Enhancement of the liquidity profile, including an improvement in
EBITDA/interest expense of 5.0x or more on a sustained basis;
and/or
- Addition of an unsecured funding component approaching 10% of
total debt.
DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS
Williams Scotsman's secured debt rating and expected secured debt
rating are one notch below the Long-Term IDR, reflecting the
structural subordination of the secured notes to the asset-based
credit facility.
DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES
The senior secured debt rating and expected senior secured debt
rating are primarily sensitive to changes in WillScot's Long-Term
IDR and secondarily to the relative recovery prospects of the
notes. A meaningful decrease in recovery prospects could result in
the secured debt rating being notched further from the IDR.
Conversely, the creation of a separate collateral pool for the
secured notes, which enhances recovery prospects could result in an
equalization of the rating.
SUBSIDIARY AND AFFILIATE RATINGS: KEY RATING DRIVERS
Williams Scotsman, Inc. and Williams Scotsman Holdings Corp. are
subsidiaries of WillScot Mobile Mini Holdings Corp. and, as such,
their ratings are linked to the parent's Long-Term IDR.
SUBSIDIARY AND AFFILIATE RATINGS: RATING SENSITIVITIES
William Scotsman, Inc.'s and Williams Scotsman Holdings Corp.'s
ratings are linked to the Long-Term IDR of WillScot Mobile Mini
Holdings Corp. and would be expected to move in tandem.
ADJUSTMENTS
The Standalone Credit Profile (SCP) has been assigned in line with
the implied SCP.
The Asset Quality score has been assigned below the implied score
due to the following adjustment reason(s): Risk Profile and
Business Model (negative).
The Capitalization & Leverage score has been assigned above the
implied score due to the following adjustment reason(s):
Profitability, Pay-Outs and Growth.
The Funding, Liquidity and Coverage score has been assigned below
the implied score due to the following adjustment reason(s):
Funding Flexibility.
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
----------- ------
Williams Scotsman,
Inc. LT IDR BB New Rating
senior secured LT BB-(EXP)Expected Rating
senior secured LT BB- New Rating
WillScot Mobile Mini
Holdings Corp. LT IDR BB New Rating
Williams Scotsman
Holdings Corp. LT IDR BB New Rating
WINDSOR TERRACE: Seeks to Extend Plan Exclusivity to July 20
------------------------------------------------------------
Windsor Terrace Healthcare, LLC and its affiliates asked the U.S.
Bankruptcy Court for the Central District of California to further
extend their exclusivity periods to file a plan of reorganization
and obtain acceptance thereof to July 20 and October 20, 2024,
respectively.
Since the hearing on the Fourth Exclusivity Motion, the Debtors
have continued to work with the Committee to propose a fully
consensual plan of reorganization. Indeed, the Debtors have entered
into multiple court approved stipulations with the Committee to
extend the deadline for the Committee to file a response to the DS
Motion.
The Debtors believe that additional time is needed for the Debtors
and the Committee to continue engaging in negotiations and
discussions to gain further support of the chapter 11 plan and
confirmation while significant progress has been made and a plan
and disclosure statement filed.
Notably, the Debtors are still in the process of negotiating with
litigants regarding the litigants' treatment under the plan of
reorganization. The Debtors wish to maintain the flexibility of
maintaining exclusivity to file a plan so that a competing plan is
not filed which can potentially lead to uncertainty and require the
Debtors to track negotiations across multiple plans.
Since the Petition Date, the Debtors have properly administered
their cases, negotiated cash collateral stipulations with their two
secured creditors, and obtained Court approval of all such
stipulations. The Debtors have obtained Court approval of various
motions, including motions to pay employee priority wage claims,
maintain utility services, and maintain cash management systems,
and have successfully defeated various motions, including relief
from stay motions filed by various pre-petition litigants.
The Debtors assert that they are not seeking to extend their
exclusive deadline to file a plan to obtain any unfair advantage
over their creditors. Rather, extending the Debtors' exclusive
deadline to file a plan will allow the parties to focus on the
current plan that has been filed and hopefully reach a consensual
resolution.
Windsor Terrace Healthcare, LLC and its affiliates are represented
by:
Ron Bender, Esq.
Monica Y. Kim, Esq.
Juliet Y. Oh, Esq.
Robert M. Carrasco, Esq.
LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P.
2818 La Cienega Avenue
Los Angeles, CA 90034
Tel: (310) 229-1234
Email: rb@lnbyg.com
myk@lnbyg.com
jyo@lnbyg.com
rmc@lnbyg.com
About Windsor Terrace Healthcare
Windsor Terrace Healthcare, LLC and its affiliates are primarily
engaged in the businesses of owning and operating skilled nursing
facilities throughout the State of California. Collectively, the
Debtors own and operate 16 skilled nursing facilities, which
provide 24 hour, seven days a week and 365 days a year care to
patients who reside at those facilities.
In addition to the 16 skilled nursing facilities, the Debtors own
and operate one assisted living facility (which is Windsor Court
Assisted Living, LLC), one home health care center (which is S&F
Home Health Opco I, LLC), and one hospice care center (which is S&F
Hospice Opco I, LLC). The Debtors do not own any of the real
property upon which the facilities are located.
Windsor Terrace Healthcare and 18 affiliates filed Chapter 11
petitions (Bankr. C.D. Calif. Lead Case No. 23-11200) on Aug. 23,
2023. Two more affiliates, Windsor Sacramento Estates, LLC and
Windsor Hayward Estates, LLC, filed Chapter 11 petitions on Sept.
29.
At the time of the filing, Windsor Terrace Healthcare disclosed up
to $10 million in both assets and liabilities.
Judge Victoria S. Kaufman oversees the cases.
The Debtors tapped Levene, Neale, Bender, Yoo, and Golubchik, LLP
as bankruptcy counsel; Hooper, Lundy & Bookman, P.C. and Hanson
Bridgett, LLP as special counsels; and Province, LLC as financial
advisor. Stretto, Inc. is the Debtor's claims, noticing and
solicitation agent.
The U.S. Trustee for Region 16 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
Troutman Pepper Hamilton Sanders, LLP is the Debtors' legal
counsel.
Jacob Nathan Rubin, the patient care ombudsman, is represented by
RHM Law, LLP.
WINTA ASSET: Hires Davidoff Hutcher & Citron as Counsel
-------------------------------------------------------
Winta Asset Management LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to employ Davidoff
Hutcher & Citron LLP as counsel.
The firm will provide these services:
(a) advise the Debtor with respect to its powers and duties in
the continued management of its property and affairs;
(b) negotiate with the Debtor's creditors and work out a plan
of reorganization and take the necessary legal steps in order to
effectuate such a plan;
(c) prepare legal papers;
(d) appear before the Bankruptcy Court to protect the interest
of the Debtor and to represent it in all matters pending before the
court;
(e) attend meetings and negotiate with representatives of
creditors and other parties in interest;
(f) advise the Debtor in connection with any potential
refinancing of secured debt and any potential sale of the
business;
(g) represent the Debtor in connection with obtaining
post-petition financing;
(h) take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of reorganization;
and
(i) perform all other legal services for the Debtor which may
be necessary for the preservation of its estate and to promote its
best interests, its creditors, and the estate.
The firm will be paid as follows:
Attorneys $475 to $825 per hour
Paraprofessionals $195 to $275 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, Sara Chen paid a $75,000 retainer for
services to be rendered in the Chapter 11 Case.
Jonathan Pasternak, Esq., an attorney at Davidoff Hutcher & Citron,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Jonathan S. Pasternak, Esq.
Davidoff Hutcher & Citron LLP
120 Bloomingdale Road, Suite 100
White Plains, NY 10605
Tel: (914) 381-7400
Email: jsp@dhclegal.com
About Winta Asset Management LLC
Winta Asset is the owner of a mixed-use office and residential
building located at 70 Broad Street, New York, New York valued at
$16 million.
Winta Asset Management LLC in New York, NY, filed its voluntary
petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No.
24-10848) on May 17, 2024, listing $16,000,000 in assets and
$24,168,362 in liabilities. Ephraim Diamond as chief restructuring
officer, signed the petition.
Judge Michael E Wiles oversees the case.
DAVIDOFF HUTCHER & CITRON LLP serve as the Debtor's legal counsel.
YELLOW CORP: Plan Exclusivity Period Extended to September 2
------------------------------------------------------------
Judge Craig T. Goldblatt of the U.S. Bankruptcy Court for the
District of Delaware extended Yellow Corporation and affiliates'
exclusive periods to file a plan of reorganization and obtain
acceptance thereof to September 2 and October 29, 2024,
respectively.
As shared by Troubled Company Reporter, the Debtors claim that the
results of their efforts to date have been tremendous: the Debtors
monetized 130 owned properties for $1.88 billion, and 23 leased
properties for $92 million, and with some of those proceeds, paid
off all prepetition secured debt and all debtor-in-possession
financing. The Debtors have since continued to build on this early
success, spending significant time determining which unexpired
nonresidential real property leases would bring value to the
estates through assumption of such unexpired leases for later sale
and assignment or other use.
The Debtors explain that despite the monumental achievements, there
remain numerous ongoing work streams that must continue to advance
before the Debtors can propose, negotiate, and solicit a chapter 11
plan that the Debtors are optimistic will provide meaningful
distributions to the Debtors' creditors. Granting the requested
relief will allow the Debtors to focus their attention on
capitalizing on the remaining aspects of their sale processes,
addressing material parts of the claims pool, and making additional
progress on their wind-down efforts to materially reduce the
administrative burn of these chapter 11 cases.
Co-Counsel for the Debtors:
Patrick J. Nash Jr., P.C.
David Seligman, P.C.
Whitney Fogelberg, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle
Chicago, Illinois 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
E-mail: patrick.nash@kirkland.com
david.seligman@kirkland.com
whitney.fogelberg@kirkland.com
- and -
Allyson B. Smith, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
E-mail: allyson.smith@kirkland.com
Laura Davis Jones, Esq.
Timothy P. Cairns, Esq.
Peter J. Keane, Esq.
Edward Corma, Esq.
PACHULSLKI STANG ZIEHL JONES LLP
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington, Delaware 19801
Tel: (302) 652-4100
Fax: (302) 652-4400
E-mail: ljones@pszjlaw.com
tcairns@pszjlaw.com
pkeane@pszjlaw.com
ecorma@pszjlaw.com
About Yellow Corporation
Yellow Corporation -- http://www.myyellow.com/-- operates
logistics and less-than-truckload (LTL) networks in North America,
providing customers with regional, national, and international
shipping services throughout. Yellow's principal office is in
Nashville, Tenn., and is the holding company for a portfolio of LTL
brands including Holland, New Penn, Reddaway, and YRC Freight, as
well as the logistics company Yellow Logistics.
Yellow Corporation and 23 affiliates concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 23-11069) on August 6, 2023, before
the Hon. Craig T. Goldblatt. As of March 31, 2023, Yellow
Corporation had $2,152,200,000 in total assets against
$2,588,800,000 in total liabilities. The petitions were signed by
Matthew A. Doheny as chief restructuring officer.
The Debtors tapped Kirkland & Ellis, LLP as restructuring counsel;
Pachulski Stang Ziehl & Jones, LLP as Delaware local counsel;
Kasowitz, Benson and Torres, LLP as special litigation counsel;
Goodmans, LLP as special Canadian counsel; Ducera Partners, LLC, as
investment banker; and Alvarez and Marsal as financial advisor.
Epiq Bankruptcy Solutions is the claims and noticing agent.
Milbank LLP serves as counsel to certain investment funds and
accounts managed by affiliates of Apollo Capital Management, L.P.
while White & Case, LLP and Arnold & Porter Kaye Scholer, LLP serve
as counsels to Beal Bank USA and the U.S. Department of the
Treasury, respectively.
On Aug. 16, 2023, the U.S. Trustee for Region 3 appointed an
official committee of unsecured creditors in the Chapter 11 cases.
The committee tapped Akin Gump Strauss Hauer & Feld, LLP and
Benesch, Friedlander, Coplan & Aronoff, LLP as counsels; Miller
Buckfire as investment banker; and Huron Consulting Services, LLC,
as financial advisor.
[*] AIRA Inducts 2024 Distinguished Fellows
-------------------------------------------
At its annual conference in Baltimore, MD, on June 6, AIRA
announced the induction of its 2024 class of Distinguished
Fellows.
Conceived to recognize the significant contributions that AIRA's
senior members have made to the art and science of corporate
restructuring and to the association, the Distinguished Fellows
designation is an academic and professional honor for those AIRA
members and program contributors who exemplify the highest level of
excellence in professional practice and whose contributions are a
significant positive legacy to our profession and the association.
These individuals have contributed in many ways to the profession
and to AIRA. They have served as educators, provided important
leadership to AIRA and other associations such as Turnaround
Management Association (TMA) and American Bankruptcy Institute
(ABI), provided years of service on the AIRA board, contributed to
AIRA's CIRA and CDBV certification programs, organized and
presented to AIRA and other professional conferences, and published
articles and books.
The 2024 Distinguished Fellows are:
-- Michael R. Lastowski, Esq., Duane Morris LLP, Wilmington, DE
-- H. Kenneth Lefoldt, Jr., CIRA, Matthews Cutrer Lindsay, P.A.,
Ridgeland, MS
-- Boris J. Steffen, CDBV, Province, LLC, Miramar, FL
-- Suzanne Roski, CIRA, CDBV, CR3 Partners, Richmond, VA
-- Michael E. Deeba, CIRA, Oklahoma City, OK
-- Susan H. Seabury, Esq., Dunwoody, GA
-- Denise Lorenzo, CIRA, AlixPartners, LLP, New York, NY
About AIRA
The Association of Insolvency and Restructuring Advisors --
http://www.aira.org-- is a nonprofit professional association
serving financial advisors, accountants, crisis managers, business
turnaround consultants, lenders, investment bankers, attorneys,
trustees, and other individuals involved in the fields of business
turnaround, restructuring, bankruptcy and insolvency. AIRA's
mission is to (i) Unite and support professionals providing
business turnaround, restructuring and bankruptcy services, and
(ii) Develop, promote, and maintain professional standards of
practice, including a professional certification through its CIRA
and CDBV programs.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2024. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***