/raid1/www/Hosts/bankrupt/TCR_Public/240620.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, June 20, 2024, Vol. 28, No. 171
Headlines
90 NASSAU: Public Sale Auction Set for July 24
AITEON 1: Voluntary Chapter 11 Case Summary
ALLEN MEDIA: Moody's Cuts CFR to Caa1 & Alters Outlook to Negative
AMERICAN ACRYLICS: Court OKs Cash Collateral Access Thru Aug 1
APPGATE INC: Wins $18MM DIP Loan From U.S. Bank
ARTICO COLD: Court OKs Cash Collateral Access Thru June 30
ARTIFICIAL INTELLIGENCE: Sees Total Revenue Climb to $1.1M in Q1
ASPIRA WOMEN'S: Provides Commercial, Reimbursement and Cash Updates
ATARA BIOTHERAPEUTICS: Registers 1MM More Shares Under 2014 ESPP
ATARA BIOTHERAPEUTICS: Registers 6.9M Shares Under Incentive Plan
BARNES & NOBLE: Board Appoints Jonathan Shar as New CEO
BARNES & NOBLE: Outerbridge Capital, 3 Others Disclose 7.9% Stake
BEECH INTERNATIONAL: S&P Lowers Revenue Bond LT Rating to 'D'
BENITA ND: Files Emergency Bid to Use Cash Collateral
BEVERLY COMMUNITY: Court OKs Cash Collateral Access
BIO-KEY INTERNATIONAL: Incurs $510K Net Loss in First Quarter
BIOLASE INC: Receives Delisting Notice From Nasdaq
BRIGANTE ENTERPRISE: Has Deal on Cash Collateral Access
BRITEWASH AUTO: Seeks to Use Cash Collateral
C. L. DALE: Court OKs Cash Collateral Access on Final Basis
CAN BROTHERS: Wins Cash Collateral Access Thru Aug 31
CARDIFF LEXINGTON: Terminates Zia Choe as Chief Accounting Officer
CARVANA CO: Morgan Stanley Entities Report Equity Stake
CASA SYSTEMS: Emerges From Chapter 11 Bankruptcy
CHICKEN SOUP: All Directors Removed Except Chairman Rouhana
CONCENTRA GROUP: Moody's Assigns First Time Ba3 Corp. Family Rating
CONTRACT PHARMA: SSG Served as Investment Banker in Asset Sale
CORETEC GROUP: Resolves Closing Conditions to Share Exchange Deal
COUSIN ENTERPRISES: Files Emergency Bid to Use Cash Collateral
CRYPTO CO: Secures $68,000 Funding From AJB Capital
EMRLD BORROWER: Moody's Rates New Senior Secured Notes 'B1'
ENSEMBLE RCM: S&P Affirms 'B' Long-Term ICR, Outlook Stable
FLEET PARTS: June 26 Public Foreclosure Sale Set
GAMESTOP CORP: RC Ventures, Ryan Cohen Hold 8.6% of Class A Shares
GAUCHO GROUP: Court Sets Hearing on Emergency Motion in Suit vs 3i
GENERAC POWER: Moody's Rates New $500MM First Lien Term Loan 'Ba1'
GOODRX INC: S&P Assigns 'BB' Rating on New $500 Million Term Loan
GRAND FUSION: Court OKs Cash Collateral Access on Final Basis
GREAT NORTHERN: Court OKs Deal on Cash Collateral Access
GREAT NORTHERN: Has Deal on Cash Collateral Access, DIP Loan
GREENWAVE TECHNOLOGY: Regains Compliance With Nasdaq Listing Rules
HAGA-MOF LLC: Court OKs Cash Collateral Access on Final Basis
HECTOR DAO: Chapter 15 Case Summary
HEYWOOD HEALTHCARE: Court OKs Cash Collateral Access Thru July 12
HODGSON MILL: Voluntary Chapter 11 Case Summary
IMERI ENTERPRISES: Wins Interim Cash Collateral Access
IN HOME PROGRAM: Seeks Cash Collateral Access
INCA ONE: Default Loan Payment Prompts CCAA Filing; FTI as Monitor
INDUSTRIAL SCREW: Court OKs Deal on Cash Collateral Access
INGRAM MICRO: S&P Alters Outlook to Positive, Affirms 'BB-' ICR
INOTIV INC: CCO Adrian Hardy Discloses Stake
JAGUAR HEALTH: Iliad Research, 3 Others Report 6.12% Equity Stake
JL TEXAS PALLETS: Files Emergency Bid to Use Cash Collateral
JL TEXAS PALLETS: Wins Cash Collateral Access Thru June 27
KRONOS ACQUISITION: Moody's Rates New $925MM Secured Term Loan 'B2'
KUMAS HOLDINGS: Seeks Cash Collateral Access
LEWISBERRY PARTNERS: Wins Cash Collateral Access Thru Sept 30
LONE STAR: Court OKs Interim Cash Collateral Access
MAGENTA BUYER: Moody's Cuts CFR to Caa2 & Alters Outlook to Neg.
MASTERBRAND INC: Moody's Assigns First Time Ba2 Corp. Family Rating
MAYJAD CORP: Wins Interim Cash Collateral Access
MELT BAR: Files Emergency Bid to Use Cash Collateral
MICHIGAN PAIN: Seeks to Use $4.5MM of Cash Collateral
MIKESELL TRADING: Court OKs Interim Cash Collateral Access
MKS INSTRUMENTS: Moody's Rates Repriced Secured Term Loans 'Ba1'
MOUNTAIN DUE: Court OKs Interim Cash Collateral Access
MRRC HOLD: Court OKs $1.5MM Interim DIP Loan from TREW
NEVADA COPPER: Court OKs $60MM DIP Loan from U.S. Bank
NORTHWEST RENEWABLE: Case Summary & 20 Top Unsecured Creditors
NUZEE INC: Dixon Perez Dai, Joyer Tech Hold 5.3% Stake as of June 7
NUZEE INC: Min Li Acquires 5.33% Equity Stake
NUZEE INC: Shelei Jiang and DYT Info Report 13.33% Equity Stake
NUZEE INC: Wenwen Yu and Metaverse Intelligence Report 5.33% Stake
NUZEE INC: Xiang Zhang Has 11.37% Equity Stake as of June 12
NUZEE INC: Xiangrong Dai Acquires 5.33% Equity Stake
NUZEE INC: Yujie Liu and YY Tech Acquire 5.33% Equity Stake
NUZEE INC: Yumei Liu, Future Science Hold 7.14% Stake as of June 12
OCEAN POWER: Launches Global 24/7 Service Support Offering
ODYSSEY MARINE: All Proposals Passed at Annual Meeting
ODYSSEY MARINE: Tribunal Updates on NAFTA Claim Against Mexico
OUTFRONT MEDIA: Completes Sale of Canadian Business to Bell Media
PARADOX ENTERPRISES: Wins Cash Collateral Access Thru July 12
PARK 151 CS: Court OKs Interim Cash Collateral Access
PERSIMMON HOLLOW: Court OKs Interim Cash Collateral Access
PLOURDE SAND: Seeks Cash Collateral Access Thru Aug 31
PRIMO WATER: Moody's Puts 'B1' CFR Under Review for Downgrade
PRIMO WATER: S&P Places 'B+' ICR on Watch Positive on Merger
QSR STEEL: Case Summary & 20 Largest Unsecured Creditors
R & A ENTERPRISES: Seeks Cash Collateral Access
R.A.R.E. CORP: Wins Cash Collateral Access Thru July 11
RED LOBSTER: Court OKs $100MM DIP Loan from Fortress Credit
REGAL FREIGHT: Seeks Cash Collateral Access
REGAL SAND: Wins Interim Cash Collateral Access
RETO ECO-SOLUTIONS: Registers 187K Shares for 2022 Incentive Plan
REWORLD HOLDING: S&P Affirms 'B+' ICR, Outlook Stable
ROBLOX CORP: S&P Upgrades ICR to 'BB+', Outlook Stable
SCILEX HOLDING: Board Approves Resolution to Maximize Unit's Value
SEALED AIR: Moody's Rates New Senior Unsecured Notes 'Ba2'
SELECT MEDICAL: Moody's Hikes CFR to Ba3, Outlook Remains Stable
SMC ENTERTAINMENT: Retires $443K of Debt
SOLID BIOSCIENCES: Adam Koppel, Rajeev Shah Resign as Directors
SOLID BIOSCIENCES: All Proposals Approved at Annual Meeting
SOLID BIOSCIENCES: Registers Additional Securities For 2020 Plan
SOUTH HILLS: Court OKs Cash Collateral Access, $5.7MM DIP Loan
SPARTAN GROUP: Wins Continued Cash Collateral Access
SPENCER SPIRIT: Moody's Rates New $350MM Secured Term Loan 'B1'
SPIRIT AIRLINES: All Proposals Passed at Annual Meeting
SPIRIT AIRLINES: Registers 2.2M More Shares For 2024 Incentive Plan
STEWARD HEALTH: Court OKs Cash Collateral Access, $225MM DIP Loan
STROOCK & STROOCK: To Dispose of Client Files
TERRASCEND CORP: All Three Proposals Passed at Annual Meeting
THRASIO HOLDINGS: Emerges from Chapter 11 with New Leadership
TIMEKEEPERS INC: Files Emergency Bid to Use Cash Collateral
TRIPADVISOR INC: Moody's Alters Outlook on 'Ba3' CFR to Positive
TRITON WATER: S&P Places 'B' ICR on Watch Positive on Merger
UPHEALTH INC: Common Stock Delisted From NYSE
URBAN ONE: Posts $7.7MM Net Income in Q1 2024
VINTAGE WINE: Board OKs $1.425M Retention Payment to CEO
VINTAGE WINE: Lenders Extend Forbearance Agreement Until July 25
VYAIRE MEDICAL: Moody's Lowers PDR to D-PD on Bankruptcy Filing
WEWORK INC: Davis Polk Advised Secured Noteholders in Chapter 11
WHITESTONE UPTOWN: Court OKs Cash Collateral Access Thru July 16
WORKHORSE GROUP: 1-for-20 Reverse Split Takes Effect
X4 PHARMACEUTICALS: All Three Proposals Passed at Annual Meeting
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
90 NASSAU: Public Sale Auction Set for July 24
----------------------------------------------
Ladder CRE Finance REIT Inc. ("secured party") will offer for sale
at public auction all membership interests in and to 90 Nassau
Street LLC ("Nassau Borrower") and 385 Greenwich Street LLC
("Greenwich Borrower").
The public auction will be held on July 24, 2024, at 10:00 a.m. EST
at the top of the front steps of New York Supreme Court located at
60 Centre Street, New York, New York and offered virtually at
https://us06web.zooom.us/j/89379487700?pwd=AomqdueVWA8R7F8UvNTyilf3tSzAZL.1;
Meeting ID 893 7948 7700; Passcode: 875431; Dial-in: +1 646 931
3860, and the collateral will be sold to the highest qualified
bidder.
The sale will be conducted by Mannion Auctions LLC, Matthew D.
Mannion and/or William Mannion, and/or John O'Keefe.
Interested parties who intend to bid on the collateral must contact
Brock Cannon of Newmark via e-mail: brock.cannon@nmrk.com or
646-315-4785.
Nassau Borrower owns the real property located at 90 Nassau Street,
New York, New York 10038-3792 and Greenwich Borrower owns the real
property located at 385 Greenwich Street, New York, New York
10013-2323. Such membership interests ("collateral") are owned by
ZRG Inc., which owns 100% Nassau Borrower and Greenwich Borrower.
AITEON 1: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Aiteon 1, LLC
458 N. Doheny Drive, Ste 1889
Los Angeles, CA 90048
Business Description: Aiteon 1, LLC 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
Central District of California
Case No.: 24-14780
Judge: Hon. Sheri Bluebond
Debtor's Counsel: Paul E. Manasian, Esq.
LAW OFFICES OF PAUL E. MANASIAN
1310 65th Street
Emeryville, CA 94608
Tel: (415) 730-3419
E-mail: manasian@mrlawsf.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Anne Kihagi as manager.
The failed to provide 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/RXHWHJQ/Aiteon_1_LLC__cacbke-24-14780__0001.0.pdf?mcid=tGE4TAMA
ALLEN MEDIA: Moody's Cuts CFR to Caa1 & Alters Outlook to Negative
------------------------------------------------------------------
Moody's Ratings downgraded Allen Media, LLC's ("AMG" or the
"company") Corporate Family Rating to Caa1 from B2 and Probability
of Default Rating to Caa1-PD from B2-PD. Concurrently, Moody's
downgraded AMG's backed senior secured bank credit facilities to B2
from Ba3 and backed senior unsecured notes to Caa3 from Caa1. The
outlook was changed to negative from stable.
RATINGS RATIONALE
The ratings downgrade reflects governance risks owing to the
debt-heavy balance sheet coupled with negative industry trends,
which, in Moody's opinion, will likely weigh on AMG's future
operating performance leading to credit protection measures that
are more consistent with Caa1 CFR peers. Elevated financial
leverage and historically negative free cash flow (FCF) generation
were key drivers of the downgrade and reflects Moody's medium to
long-term expectation for continued pressure on industry
retransmission revenue growth due to the increasing pace of
traditional subscriber losses arising from secular cord-cutting
trends (offset by subscriber growth with virtual multichannel video
programming distributors (vMVPDs) and contractual subscriber rate
increases) as well as decelerating growth in linear TV core
advertising in the television broadcast sector. Though Moody's
expects AMG's restricted group financial leverage, as measured by
total debt to two-year average EBITDA, will decline to the 7x-7.5x
region (Moody's adjusted) over the rating horizon due to EBITDA
growth, Moody's forward view for leverage remains elevated for an
industry undergoing rapid structural change and is consistent with
peers rated Caa1.
The downgrade also incorporates Moody's expectation of a possible
balance sheet restructuring given the untenable debt capital
structure. This could include AMG's open market purchases of its
deeply discounted $630 million outstanding 10.5% senior unsecured
notes due February 2028 with positive FCF generated during H2 2024
(arising from the current presidential election year cycle) to
reduce the high interest burden. In addition, a potential
distressed exchange could be deemed to occur via a negotiated
maturity extension of the $840 million outstanding term loan due
February 2027 and/or fully drawn $100 million revolving credit
facility (RCF) due February 2025 with existing lenders, especially
if refinancing in the capital markets is precluded. Any of these
transactions could be deemed a distressed exchange default by
Moody's.
Despite the expectation for EBITDA growth better than peers, the
negative outlook reflects continuing pressures in AMG's business
and Moody's view that the company's credit metrics are weakly
positioned within the Caa1 CFR given the sizable debt relative to
cash flow. The company's restricted group gross financial leverage
at LTM March 31, 2024 was around 16x and on a two-year average
EBITDA basis it was 12x (metrics are Moody's adjusted). Moody's
expects AMG's EBITDA will get a boost in 2024 from political
advertising revenue in the presidential election coupled with the
recent transition to VideoAmp's measurement solutions, which is
expected to increase audience engagement rating data and drive
greater linear TV advertising revenue for The Weather Channel
(TWC). EBITDA growth will also benefit from expanded distribution
of TWC and other AMG content as well as renewed/new carriage
agreements with multichannel video programming distributors
(MVPDs)/virtual MVPDs. While this will help to reduce restricted
group leverage, Moody's projects it will remain elevated in the 9x
region by the end of this year. In 2025, as political revenue
recedes, core advertising and retransmission revenue cycles down
and growth stalls, respectively, in the Broadcast segment, offset
by ad revenue growth in the Networks and Content business coupled
with firmwide cost reductions, Moody's expects leverage will
decrease to the 7x-7.5x area (metrics are Moody's adjusted on a
two-year average EBITDA basis). However, given the accelerating
secular challenges in the TV broadcast and cable network industry,
and Moody's expectation for decelerating growth in AMG's core
revenue (albeit stronger than its peers), lower-than-expected
EBITDA would lead to downside risk to Moody's leverage forecast.
Hence, the negative outlook considers the risk of
higher-than-expected leverage as well as the possibility of a
balance sheet restructuring.
The outlook also embeds Moody's expectation that AMG will implement
a $100+ million cost reduction program, generate solid positive FCF
this year as political ad spending increases, and maintain a weak
liquidity profile over the rating horizon.
AMG's Caa1 CFR is constrained by the restricted group's elevated
financial leverage as well as a track record of debt-financed M&A,
which Moody's expects will continue. Additionally, the rating
considers exposure to governance risks associated with the
company's key-person and succession planning risk arising from
AMG's 100% ownership by founder and CEO, Byron Allen, and lack of
an independent board. The profile also considers AMG's high
exposure to advertising revenue, which is inherently cyclical, and
the ongoing structural decline in the linear TV core advertising
industry as non-political TV advertising budgets continue to erode
in favor of digital media. The company has continued to diversify
its businesses and expand programming, however this burdens cash
flows in the short-term. Despite AMG's growing media diversity, the
company remains relatively small in scale compared to broadcast and
media peers.
The credit profile is supported by AMG's unique position in the
marketplace as a 100% black-owned media company, which has enabled
AMG to successfully increase advertising revenue in the Networks
and Content unit at an approximate 33% CAGR over the last three
years, significantly outperforming industry peers. Including the
Broadcast segment, total ad revenue increased approximately 13%
annually over the same period, also surpassing the industry.
Following AMG's successful transition of The Weather Channel's
ratings to VideoAmp from Nielsen, TWC's ratings for Adults 25-54
have risen more than 200%. Notably, AMG's advertising revenue
growth has benefitted from the CEO's African American-owned media
initiative that campaigns for increased advertising spend from
large advertisers and the Big Four ad agencies. Similar to AMG's
peers, retransmission revenue has been pressured by cord-cutting
trends affecting the broadcast and cable network industries. While
subscription licensing and retransmission growth slowed last year,
AMG is expected to expand distribution revenue this year owing to
improving subscriber growth trends and higher rates from certain
renewed/new MVPD contracts as well as new carriage agreements with
virtual MVPDs. Notwithstanding last year's deceleration in
subscription revenue, during the past three years, AMG's
distribution revenue growth has outperformed peers, expanding at
around 5% per annum on average.
Over the next 12-18 months, Moody's expects AMG will maintain weak
liquidity. At LTM March 31, 2024, FCF (defined by Moody's as cash
flow from operations less capex less dividends) totaled -$92
million (Moody's adjusted) and cash and cash equivalents were
approximately $53 million. FCF was pressured last year due to
higher costs that rose at a faster pace than revenue growth and
increased interest expense. Moody's expects that AMG will generate
FCF of $50 million to $100 million in 2024 (presidential election
year) and maintain sufficient cash balances. The company also has a
$100 million RCF maturing February 2025, which was fully drawn as
of March 31. AMG is currently in discussions with lenders to extend
the RCF.
STRUCTURAL CONSIDERATIONS
The rating on the senior unsecured debt obligation is one notch
lower than the implied outcome under Moody's Loss Given Default
(LGD) framework to reflect the uncertain mix of secured/unsecured
debt in the capital structure as well as heightened risk of a
potential debt restructuring in the future.
ESG CONSIDERATIONS
AMG's ESG credit impact score was changed to CIS-5 from CIS-4,
chiefly driven by governance risks. CIS-5 indicates the rating is
lower than it would have been if ESG risk exposures did not exist
and that the negative impact is more pronounced than for issuers
scored CIS-4. The credit impact score reflects exposure to
governance risk, chiefly influenced by: (i) financial strategy
given the aggressive financial policies characterized by a
tolerance for elevated leverage; (ii) management credibility and
track record due to a history of missed financial forecasts; and
(iii) key-person risk associated with controlling ownership by the
company's sole member, a history of affiliate transactions and
absence of board independence. Elevated social risks include
demographic and societal trends associated with changes in
consumers' video consumption.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The outlook could be revised to stable if AMG experiences sustained
organic growth in core advertising and retransmission revenue such
that restricted group financial leverage is sustained near 6x on a
two-year average EBTIDA basis (Moody's adjusted) and successfully
refinances the RCF, term loan and senior notes well before their
maturity dates without resorting to a balance sheet restructuring,
which could include discounted debt buybacks or debt exchanges
and/or maturity extensions with existing lenders.
Ratings could be upgraded if AMG's restricted group leverage is
sustained well below 5.5x on a two-year average EBTIDA basis and
two-year average FCF to debt is positive and sustained above 3%
(Moody's adjusted). AMG would also need to: (i) exhibit organic
revenue growth and stable-to-improving EBITDA margins on a two-year
average basis; (ii) adhere to more conservative financial policies;
and (iii) maintain at least good liquidity to be considered for an
upgrade. Ratings could be downgraded if Moody's expects restricted
group leverage will be sustained above 9x at FYE 2024 or 7x at FYE
2025 on a two-year average EBITDA basis (Moody's adjusted) as a
result of weak operating performance or more aggressive financial
policies. A downgrade could also arise if two-year average FCF is
negative on a sustained basis (Moody's adjusted) or AMG experienced
deterioration in liquidity or covenant compliance weakness. Ratings
could also be downgraded if Moody's expects AMG will pursue a
balance sheet restructuring.
Headquartered in Los Angeles, CA, Allen Media, LLC ("AMG") is a
minority-owned, privately-held diversified media company that owns
and operates 28 full-power and three low-power broadcast television
stations in 20 small and medium-sized markets, reaching
approximately 5% of US households. The Weather Channel (TWC), eight
24-hour high-definition television networks and two national
over-the-air (OTA) broadcast networks (TheGrioTV and ThisTV). With
these assets, AMG produces local weather, news, sports and
entertainment programming and content including Emmy Award-winning
and nominated shows that reach over 200 million subscribers.
Broadcast television stations include affiliations with each of the
Big Four networks: ABC, CBS, FOX and NBC. Allen Media Studios
produces and distributes 41 television programs including Cars.TV,
Comedy.TV, ES.TV, Justice Central.TV, Recipe.TV, MyDestination.TV,
and Pets.TV. The company also owns sports focused streamer HBCU Go.
In 2022, AMG launched a Spanish-language version of The Weather
Channel. Revenue totaled approximately $745 million at LTM March
31, 2024.
The principal methodology used in these ratings was Media published
in June 2021.
AMERICAN ACRYLICS: Court OKs Cash Collateral Access Thru Aug 1
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized American Acrylics, LLC to use cash
collateral, on an interim basis, in accordance with the budget,
with a 10% variance, through August 1, 2024.
As adequate protection to The Huntington National Bank for the use
of its Collateral or Cash Collateral, Huntington is granted
post-petition replacement liens, to the extent and with the same
priority as held pre-petition, in and to the cash collateral and
all post-petition property of the Debtor of the same type or kind
substantially equivalent to the pre-petition Collateral.
A further hearing on the matter is set for July 31 at 1:15 p.m.
A copy of the order is available at https://urlcurt.com/u?l=eEC11o
from PacerMonitor.com.
About American Acrylics LLC
American Acrylics LLC is a manufacturer and fabricator providing
custom acrylic laser cutting and engraving services for high
quality CNC routing service.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-08049) on May 31,
2024. In the petition signed by Gregory DeGreef, manager, the
Debtor disclosed up to $500,000 in assets and up to $1 million in
liabilities.
Judge Deborah L. Thorne oversees the case.
Gregory K. Stern, Esq., at Gregory K. Stern, P.C, represents the
Debtor as legal counsel.
APPGATE INC: Wins $18MM DIP Loan From U.S. Bank
-----------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Appgate, Inc. and affiliates to use cash collateral and obtain
postpetition financing, on a final basis.
The Debtor is permitted to obtain postpetition financing on a
senior secured superpriority basis in the aggregate principal
amount of $18 million, pursuant to the terms and conditions of the
Superpriority Secured Debtor-in-Possession Credit Agreement agented
by U.S. Bank Trust Company, National Association.
The DIP Loans will bear interest at a rate per annum equal to 8%.
The DIP Termination Date means the earliest of (a) the Stated
Maturity Date, (b) if the Final Order has not been entered, 45
calendar days after the Petition Date, (c) the date of acceleration
of the DIP Loans and the termination of the commitments of the DIP
Lenders upon the occurrence and during the continuation of an Event
of Default in accordance with the terms of the DIP Credit Agreement
and the other DIP Facility Documents, (d) the effective date of any
chapter 11 plan, (e) the date the Court converts any of the Chapter
11 Cases to a case under chapter 7 of the Bankruptcy Code, (f) the
date the Court dismisses any of the Chapter 11 Cases, (g) 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, and (h)
the date an order is entered in any bankruptcy case appointing a
Chapter 11 trustee or examiner with enlarged powers.
Pursuant to the Amended and Restated Note Issuance Agreement, dated
as of June 9, 2023, among Borrower, Holdings, the other guarantors
party thereto, Magnetar Financial LLC, as representative of the
Holders, and U.S. Bank Trust Company, National Association, as
collateral agent, the Borrower is indebted to the 1L Secured
Parties in an aggregate principal amount of not less than
approximately $101.2 million, plus accrued and unpaid interest,
fees, termination fees, expenses.
Pursuant to the Note Issuance Agreement, dated as of July 20, 2023,
among the Borrower, Holdings, the other Guarantors party thereto,
Appgate Funding LLC, as representative of the Holders and as the
collateral agent, the Borrower is indebted to the 2L Secured
Parties in the aggregate principal amount of not less than
approximately $8.8 million plus (b) all other outstanding
obligations of the 2L Secured Parties in respect of the Convertible
Notes Documents.
Pursuant to the Amended and Restated Revolving Credit Agreement,
dated as of June 9, 2023, among the Borrower, Holdings, the other
Guarantors party thereto, and SIS Holdings, L.P., as Lender, the
Borrower is justly and lawfully indebted to the 3L RCF Lender in
the aggregate principal amount of not less than approximately $50
million.
As adequate protection, the 1L Secured Parties, 2L Secured Parties,
and 3L RCF Lender are granted valid, binding, enforceable, and
automatically perfected postpetition liens on all of the DIP
Collateral.
To the extent of the aggregate Diminution in Value of their
interest in the Prepetition Collateral, they are also granted an
allowed superpriority administrative expense claim as provided for
in 11 U.S.C. section 507(b), immediately junior and subject only to
the Carve Out and DIP Superpriority Claims, which 1L Adequate
Protection Claim will be payable from and have recourse to all
assets and properties of the Debtors, including all DIP Collateral,
and will be enforceable against each Debtor and its estate.
The Debtors are authorized to pay, as adequate protection, in cash,
subject to a cap of $200,000, which may be increased with the
consent of the DIP Lenders and the Debtors, all reasonable and
documented out-of-pocket professional fees and expenses of counsel
to the 2L Secured Parties, in connection with the negotiation,
administration, and monitoring of their respective Prepetition Debt
Documents and Prepetition Collateral, and in connection with these
Chapter 11 Cases in its capacity as a 2L Secured Party, in each
case whether accrued before, on, or after the Petition Date.
The Debtors are authorized to pay, as adequate protection, in cash,
subject to a cap of $150,000, which may be increased with the
consent of the DIP Lenders and Debtors, all reasonable and
documented out-of-pocket professional fees and expenses of counsel
to the 3L RCF Lender, in connection with the negotiation,
administration, and monitoring of its respective Prepetition Debt
Documents and Prepetition Collateral, and in connection with the
Chapter 11 Cases in its capacity as a 3L RCF Lender, in each case
whether accrued before, on, or after the Petition Date.
A copy of the order is available at https://urlcurt.com/u?l=OK2Wl5
from PacerMonitor.com.
About Appgate Inc
Appgate Inc and its affiliates sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Del., Case No. 24-10956) on
May 6, 2024, with $100 million to $500 million in assets and $100
million to $500 million liabilities. Rene A. Rodriguez as chief
financial officer signed the petition.
Hon. Craig T. Goldblatt presides over the cases.
The Debtors tapped Kirkland & Ellis LLP as general bankruptcy
counsel and Cole Schotz P.C. as co-bankruptcy counsel. Triple P
Securities, LLC serves as investment banker to the Debtors; Triple
P RTS, LLC serves as financial advisor; and Donlin, Recano &
Company, Inc. as noticing and claims agent.
ARTICO COLD: Court OKs Cash Collateral Access Thru June 30
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized Artico Cold Storage Chicago LLC to use
cash collateral, on an interim basis, in accordance with the
budget, through June 30, 2024.
Wintrust Bank, N.A. asserts an interest in the Debtor's cash
collateral.
The Debtor stipulates that the Wintrust Prepetition Debt as of
March 18, 2024, is not less than approximately $1.9 million and
constitutes the legal, valid and binding obligation of the Debtor,
enforceable in accordance with the terms of the Wintrust Loan
Documents.
As adequate protection, the Lender is granted Replacement Liens and
security interests on the Debtor's property and assets, whether now
owned or hereafter acquired by the Debtor. The Adequate Protection
Liens will be in an amount equal to the Diminution Amount and will
be deemed properly perfected upon the entry of the Order without
the necessity of any physical delivery, recordation, or further
act.
To the extent the adequate protection of the interests of the
Lender in the Wintrust Prepetition Collateral granted proves
insufficient, the Lender will be granted a super-priority
administrative claim under 11 U.S.C. Sections 503(b), 507(a), and
507(b) for the amount by which the Adequate Protection Lien proves
inadequate. The 507(b) Claim will have priority over all other
costs and expenses of the kind specified in or ordered pursuant to
Sections 105, 326, 330, 331, 503(b), 506(c), 507(a), 507(b), or 726
of the Bankruptcy Code except for fees owed to the United States
Trustee pursuant to 28 U.S.C. Section 1930 or the fees and expenses
of the Clerk of the Court.
A continued hearing on the matter is set for June 26 at 1:15 p.m.
A copy of the order is available at https://urlcurt.com/u?l=vmqcAQ
from PacerMonitor.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.
ARTIFICIAL INTELLIGENCE: Sees Total Revenue Climb to $1.1M in Q1
----------------------------------------------------------------
Artificial Intelligence Technology Solutions, Inc., announced June
17, 2024, its unaudited operating revenue for the first quarter of
fiscal year 2025 is 2.86 x greater than the same quarter in the
prior fiscal year. The total unaudited revenue was $1,098,975 for
Q1 FY 2025, ended May 31, 2024, compared to the same quarter, prior
year revenue of $384,277. This marks a significant milestone for
the Company and its continued exponential growth.
"Achieving continuous, exponential growth is what we forecasted,
and what we have delivered once again," said Steve Reinharz,
CEO/CTO of AITX. "Although we have smartly added some general
expenses in sales, support and development, we remain committed to
- and remain on track for - operational profitability this fiscal
year. It's important that we position ourselves to be a dominant
player in the solar security tower market, support the launch of
AIR in our Gen4 solutions, and prepare for the upcoming relaunch of
ROAMEO. I am pleased to say we are on track."
The Company noted that over $125,000 in recurring monthly revenue
(RMR), representing $375,000, in quarterly recurring revenue has
yet to be deployed. "The transition to our Gen4 solutions could be
another driving force for RAD this year. But even without Gen4
fully launched, we continue to receive re-orders from existing both
large clients and smaller clients," said Mark Folmer, CPP, PSP,
FSyI, president of wholly owned subsidiary Robotic Assistance
Devices, Inc. (RAD).
Troy McCanna, RAD's chief security officer & senior vice president
of Revenue Operations, expressed his enthusiasm about reaching
these milestones, "We are absolutely thrilled that during one month
during the first quarter we saw a staggering 385% year-over-year
increase in RMR. Our clients' enthusiastic adoption of RAD's
technology is a clear indicator that we are on the right track."
McCanna continued, "Going forward, several clients have verbally
confirmed orders, and we are awaiting those contracts before making
the related announcements. I couldn't be more excited about where
our total sales for the fiscal year could end up."
RMR is money earned from customers who pay for a subscription to a
service or product. The Company's solutions are generally offered
as a recurring monthly subscription, typically with a minimum
12-month subscription contract.
About Artificial Intelligence Technology
Headquartered in Ferndale, Mich., Artificial Intelligence
Technology Solutions Inc. is an innovator in the delivery of
artificial intelligence-based solutions that empower organizations
to gain new insight, solve complex challenges and fuel new business
ideas. Through its next-generation robotic product offerings,
AITX's RAD, RAD-R, RAD-M and RAD-G companies help organizations
streamline operations, increase ROI, and strengthen business. AITX
technology improves the simplicity and economics of patrolling and
guard services and allows experienced personnel to focus on more
strategic tasks. Customers augment the capabilities of existing
staff and gain higher levels of situational awareness, all at
drastically reduced cost. AITX solutions are well suited for use
in multiple industries such as enterprises, government,
transportation, critical infrastructure, education, and
healthcare.
Deer Park, Illinois-based L J Soldinger Associates, LLC, the
Company's auditor since 2019, issued a "going concern"
qualification in its report dated May 9, 2024, citing that the
Company had a net loss of approximately $20.7 million, an
accumulated deficit of approximately $133.0 million and
stockholders' deficit of approximately $40.2 million as of and for
the year ended Feb. 29, 2024, which raises substantial doubt about
its ability to continue as a going concern.
ASPIRA WOMEN'S: Provides Commercial, Reimbursement and Cash Updates
-------------------------------------------------------------------
Aspira Women's Health Inc., on June 12, 2024, provided interim
commercial and operational updates for the second quarter of 2024.
Product volume continued its sustained monthly gains, growing by
more than 26% in May 2024 compared to January 2024. Year-over-year
growth in monthly product volume per full-time sales representative
grew to 569 for the five months ended May 2024 compared to 484 for
the same period of 2023. This increase was achieved while also
shifting resources to cost-effective inside sales reps that
represent approximately 20% of the 19-person team as of May 2024.
Year-to-date OvaWatch volume through the end of May 2024 is up by
more than 88% compared to the same period in 2023.
"We are excited to share highlights from across the organization,"
said Nicole Sandford, Aspira's CEO. "The momentum is truly
undeniable. Product volume in May 2024 surpassed April continuing
our monthly growth we have experienced all year. Importantly, we
are reaching these new heights with a leaner, more professional
sales team. Sales volume per full-time representative on a
year-to-date basis continues to increase, proving that our focus on
our sales team while deepening relationships with larger physician
groups and channel partnerships is working. With our highly
qualified representatives in our territories and an expanded inside
sales capability, we expect to drive accelerated growth for the
rest of the year."
Ms. Sandford continued, "OvaWatch sales growth is a major leading
indicator of our future growth. The addressable market for
OvaWatch, which is now available to assist in the initial and
ongoing assessment of malignancy risk for women with an adnexal
mass, is estimated to be between 2 and 4 million tests a year.
This is a more than 10-fold increase over the estimated Ova1Plus
addressable market of approximately 200,000 tests per year. We
believe we are well-positioned to capture a significant share of
this larger market as a trusted provider of innovative gynecology
diagnostics, especially with the expansion of the test for mass
monitoring and the release of powerful new publications just a few
weeks ago."
The Company's expansion into the Philippines is on track for a
commercial launch of OvaWatch in the third quarter. Revenues from
this agreement are expected to generate higher margins compared to
margins achieved in the U.S. market as costs associated with
providing the test are absorbed by the Company's laboratory partner
in the Philippines. Aspira will receive a fee-per-test for access
to its proprietary algorithm. Moreover, the Company's inside sales
team will support physician adoption using third-party resources,
local to the Philippines, that are already trained and supporting
the U.S. sales team today.
On the reimbursement front, the Company announced that it has
executed an OvaSuite contract with Anthem Plans of Connecticut, New
Hampshire, and Maine, adding over 2 million covered lives under the
umbrella agreement with Anthem. Aspira was nationally certified by
Anthem earlier this year and the Company expects to add up to 16
million covered lives over the next few quarters as additional
regions are added.
Additionally, the states of Maryland and Kentucky each expanded
their Medicaid coverage for OvaWatch adding the test to the fee
schedule at $897 per test. With the addition of these two states,
OvaSuite tests are now on the fee schedule in nine states, with
reviews in progress on several more.
Torsten Hombeck, chief financial officer of Aspira added, "We are
glad to see our relationship with Anthem expand to a second region
within the Anthem family, bringing our total lives with Anthem to 9
million. We anticipate adding more regions representing an
additional 16 million lives, including Ohio, Indiana, Missouri,
Wisconsin, and Kentucky in the coming months. We are optimistic
that other commercial payers will follow suit, given the strength
of our published data in the peer-reviewed journal Frontiers in
Medicine showing that OvaWatch can improve a physician's ability to
predict malignancy by 431% and lower the number of unnecessary
surgeries by 62%. The publication served as a tipping point in the
move by large physician groups to expand access to our OvaSuite of
products to their physicians."
The Company anticipates providing a downward revision of the 2024
cash used in operations guidance during the second quarter 2024
earnings call.
About Aspira Women's Health
Formerly known as Vermillion, Inc., Aspira Women's Health Inc. --
http://www.aspirawh.com-- is dedicated to the discovery,
development, and commercialization of noninvasive, AI-powered tests
to aid in the diagnosis of gynecologic diseases. OvaWatch and
Ova1Plus are offered to clinicians as OvaSuiteSM. Together, they
provide the only comprehensive portfolio of blood tests to aid in
the detection of ovarian cancer for the 1.2+ million American women
diagnosed with an adnexal mass each year. OvaWatch provides a
negative predictive value of 99% and is used to assess ovarian
cancer risk for women where initial clinical assessment indicates
the mass is indeterminate or benign, and thus surgery may be
premature or unnecessary. Ova1Plus is a reflex process of two
FDA-cleared tests, Ova1 and Overa, to assess the risk of ovarian
malignancy in women planned for surgery.
Boston, Massachusetts-based BDO USA, P.C., the Company's auditor
since 2012, issued a "going concern" qualification in its report
dated March 29, 2024, citing that Company has suffered recurring
losses from operations and expects to continue to incur substantial
losses in the future, which raise substantial doubt about its
ability to continue as a going concern.
ATARA BIOTHERAPEUTICS: Registers 1MM More Shares Under 2014 ESPP
----------------------------------------------------------------
Atara Biotherapeutics, Inc. filed a Registration Statement on Form
S-8 with the U.S. Securities and Exchange Commission to register
1,000,000 additional shares of Common Stock, $0.0001 par value per
share, issuable to eligible persons under the Atara
Biotherapeutics, Inc. 2014 Employee Stock Purchase Plan, as
amended, which Common Stock is in addition to the shares of Common
Stock registered on the Company's Form S-8 filed on:
-- October 21, 2014 (File No. 333-199508)
-- May 12, 2015 (File No. 333-204076)
-- March 4, 2016 (File No. 333-209961)
-- August 7, 2017 (File No. 333-219763)
-- February 27, 2018 (File No. 333-223254)
-- February 26, 2019 (File No. 333-229861)
-- February 27, 2020 (File No. 333-236704)
-- March 1, 2021 (File No. 333-253734)
-- February 28, 2022 (File No. 333-263109)
-- February 9, 2023 (File No. 333-269647) and
-- January 3, 2024 (File No. 333-276360)
A full-text copy of the Company's Registration Statemen is
available at:
https://www.sec.gov/Archives/edgar/data/1604464/000119312524159220/d767088ds8.htm
About Atara Biotherapeutics
Headquartered in Thousand Oaks, Calif., Atara Biotherapeutics, Inc.
-- atarabio.com -- is harnessing the natural power of the immune
system to develop off-the-shelf cell therapies for
difficult-to-treat cancers and autoimmune conditions that can be
rapidly delivered to patients from inventory. With cutting-edge
science and differentiated approach, Atara is the first company in
the world to receive regulatory approval of an allogeneic T-cell
immunotherapy. The Company's advanced and versatile T-cell
platform does not require T-cell receptor or HLA gene editing and
forms the basis of a diverse portfolio of investigational therapies
that target EBV, the root cause of certain diseases, in addition to
next-generation AlloCAR-Ts designed for best-in-class opportunities
across a broad range of hematological malignancies and B-cell
driven autoimmune diseases.
San Francisco, California-based Deloitte & Touche LLP, the
Company's auditor since 2013, issued a "going concern"
qualification in its report dated March 28, 2024, citing that the
Company's recurring losses from operations raises substantial doubt
about its ability to continue as a going concern.
ATARA BIOTHERAPEUTICS: Registers 6.9M Shares Under Incentive Plan
-----------------------------------------------------------------
Atara Biotherapeutics, Inc. filed a Registration Statement on Form
S-8 with the U.S. Securities and Exchange Commission for the
purpose of registering 6,900,000 shares of Common Stock, $0.0001
par value per share, of the Registrant, issuable to eligible
persons under the Atara Biotherapeutics, Inc. 2024 Equity Incentive
Plan.
A full-text copy of the Company's Registration Statement is
available at:
https://www.sec.gov/Archives/edgar/data/1604464/000119312524159213/d767564ds8.htm
About Atara Biotherapeutics
Headquartered in Thousand Oaks, Calif., Atara Biotherapeutics, Inc.
-- atarabio.com -- is harnessing the natural power of the immune
system to develop off-the-shelf cell therapies for
difficult-to-treat cancers and autoimmune conditions that can be
rapidly delivered to patients from inventory. With cutting-edge
science and differentiated approach, Atara is the first company in
the world to receive regulatory approval of an allogeneic T-cell
immunotherapy. The Company's advanced and versatile T-cell
platform does not require T-cell receptor or HLA gene editing and
forms the basis of a diverse portfolio of investigational therapies
that target EBV, the root cause of certain diseases, in addition to
next-generation AlloCAR-Ts designed for best-in-class opportunities
across a broad range of hematological malignancies and B-cell
driven autoimmune diseases.
San Francisco, California-based Deloitte & Touche LLP, the
Company's auditor since 2013, issued a "going concern"
qualification in its report dated March 28, 2024, citing that the
Company's recurring losses from operations raises substantial doubt
about its ability to continue as a going concern.
BARNES & NOBLE: Board Appoints Jonathan Shar as New CEO
-------------------------------------------------------
Barnes & Noble Education, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on June 11,
2024, Mr. Michael P. Huseby resigned as Chief Executive Officer of
the Company. Pursuant to the terms of that certain Letter Agreement
between Mr. Huseby and the Company dated April 15, 2024, Mr. Huseby
will receive a severance amount of $750,000, less applicable
withholdings and deductions, following his execution of a release
of claims against the Company, and an additional $750,000 in six
months. Mr. Huseby has agreed to provide transition services to the
Company of up to 20 hours per month for a six-month period
following his departure.
Effective on June 11, 2024, the Board of Directors of the Company
appointed Mr. Jonathan Shar, age 55, to the position of Chief
Executive Officer. There were no changes to Mr. Shar's compensation
as a result of the appointment.
Mr. Shar has served as the Company's Executive Vice President, BNED
Retail and President, Barnes & Noble College Booksellers, LLC since
October 2021. Prior to that, he served as Executive Vice President,
Retail. Previously, Mr. Shar served as Senior Vice President,
Revenue and Product Development for the Company. Prior to joining
BNED in 2018, Mr. Shar was Chief Marketing Officer at Akademos,
Inc., an e-commerce and digital marketing company that provides
online bookstore services, from 2014 to 2018. He previously was the
General Manager of NOOK Digital Content at Barnes & Noble, Inc.
where he oversaw business development, product development and
marketing for the Global NOOK Newsstand, NOOK Video and NOOK Apps
digital businesses. Prior to his nearly five years with NOOK, he
served as Senior Vice President and General Manager at CNNMoney,
responsible for the CNNMoney website and mobile franchise. Prior to
that, he was Vice President of Consumer Marketing at Sports
Illustrated Group and Director of Consumer Marketing for FORTUNE
Magazine Group.
There are no family relationships between Mr. Shar and any
director, executive officer or person nominated by the Company to
become a director or executive officer, and there are no
transactions between Mr. Shar or any of his immediate family
members, on the one hand, and the Company or any of its
subsidiaries, on the other, that would be required to be reported
under Item 404(a) of Regulation S-K.
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 cautioned 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.
BARNES & NOBLE: Outerbridge Capital, 3 Others Disclose 7.9% Stake
-----------------------------------------------------------------
Outerbridge Capital Management, LLC, disclosed in a Schedule 13D/A
Report filed with the U.S. Securities and Exchange Commission that
as of June 10, 2024, the firm and its affiliated entities --
Outerbridge Special Opportunities Fund, Outerbridge Special GP, and
Rory Wallace, their managing member -- beneficially owned
207,613,525 shares of Barnes & Noble Education, Inc.'s common
stock, representing 7.9% of the shares outstanding.
As previously disclosed, April 16, 2024, Outerbridge Capital
entered into a standby, securities purchase and debt conversion
agreement with Barnes & Noble, Toro 18 Holdings LLC (Immersion),
Selz Family 2011 Trust, Vital Fundco, LLC and TopLids LendCo, LLC.
Outerbridge Capital, Immersion, and Selz Trust serve as standby
purchasers.
Pursuant to the terms and conditions of the Purchase Agreement:
(i) Barnes & Noble as Issuer will distribute to holders of its
Common Stock non-transferable subscription rights -- Rights
Offering -- to purchase up to an aggregate of 900,000,000 shares of
Common Stock at a subscription price of $0.05 per share of Common
Stock that, if exercised in full, will provide gross proceeds to
the Issuer of $45 million; and
(ii) the Standby Purchasers will collectively purchase, at the
Subscription Price, in a private placement exempt from the
registration requirements under the Securities Act of 1933, as
amended, and separate from the Rights Offering, up to $45 million
in shares of Common Stock not subscribed for by the Issuer's
stockholders at the expiration of the Rights Offering.
The Purchase Agreement also provides that, concurrently with the
consummation of the Rights Offering:
(i) Immersion and Vital will collectively purchase, at the
Subscription Price, in a private placement exempt from the
registration requirements under the Securities Act and separate
from the Rights Offering, an additional $50 million in shares of
Common Stock, and
(ii) Vital and TopLids will collectively convert all
outstanding principal and interest amounts owed to them under the
Issuer's term credit agreement into shares of Common Stock at the
Subscription Price, resulting in the satisfaction of all amounts
owed by the Issuer thereunder.
In connection with the $45 million fully-backstopped Rights
Offering, the Company distributed to each holder of record of
Common Stock one non-transferable subscription right for every
share of Common Stock owned by such holder on May 14, 2024, the
record date for the Rights Offering. Each Subscription Right
carried with it a "basic subscription right", which entitled
Subscription Rights holders to purchase 17 shares of Common Stock
at a subscription price of $0.05 per share, and an
"over-subscription right", which entitled each Subscription Rights
holder that had exercised its Basic Subscription Right in full to
subscribe for additional shares of Common Stock at the same
Subscription Price of $0.05 per share, to the extent that shares of
Common Stock offered in the Rights Offering had not been purchased
by other holders of Basic Subscription Rights.
The Rights Offering expired on June 5, 2024 at 5:00 p.m., Eastern
Daylight Time and the Subscription Rights are no longer
exercisable.
The Rights Offering resulted in subscriptions for approximately
641,995,541 shares, or 71%, of the 900,000,000 shares of Common
Stock offered at the Subscription Price.
Additionally, the Company entered into an agreement with Immersion
Corporation and certain of the Company's existing stockholders,
through which the Standby Purchasers will collectively purchase, at
the Subscription Price, any Subscription Rights that remain
unexercised upon the expiration of the Rights Offering after
accounting for all Over-Subscription Rights exercised, up to $45
million in shares of Common Stock not subscribed for by the
Company's stockholders. Subject to the Backstop Commitment, the
Standby Purchasers will purchase the 258,004,459 Unexercised Shares
for an aggregate purchase price of $12.9 million.
A full-text copy of Outerbridge's SEC Report is available at:
https://www.sec.gov/Archives/edgar/data/1634117/000091957424003560/d11071945_13d-a.htm
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 cautioned 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.
BEECH INTERNATIONAL: S&P Lowers Revenue Bond LT Rating to 'D'
-------------------------------------------------------------
S&P Global Ratings lowered its long-term rating to 'D' from 'CC' on
Philadelphia Authority for Industrial Development, Pa.'s series
2010A, 2010B, and 2010C student housing revenue bonds, issued for
Beech International LLC, Pa. (Beech International Apartments).
"The downgrade reflects our assessment of missed principal and
interest payments on Beech International, LLC's series 2010A,
2010B, and 2010C bonds on June 17, 2024," said S&P Global Ratings
credit analyst Gauri Gupta.
Under the terms of the indenture, a payment of $375,000 in
principal and $400,875 in interest was due on June 17, 2024 and
such payment was not made. Failure to provide sufficient funds for
the payment is an event of default under the indenture.
The formal notice to bondholders, published June 18, 2024, states
that the trustee and majority holders are working with the borrower
to address the non-payment and other issues under the indenture.
Per the project's management team, it is considering a forbearance
agreement while it works on converting the project to a low-income
senior housing facility.
BENITA ND: Files Emergency Bid to Use Cash Collateral
-----------------------------------------------------
Benita ND, LLC asks the U.S. Bankruptcy Court for the Middle
District of North Carolina, Durham Division, for authority to use
cash and provide adequate protection.
The Debtor experienced several financial set backs in 2023 and
2024, including the loss of an account and issues obtaining and
retaining subcontractors. In order to obtain and retain
subcontractors, Debtor was forced to increase commissions paid for
certain jobs. These financial strains caused Debtor to obtain
merchant capital advances, not fully understanding the nature and
repayment of such advances.
The Debtor's finances, but for the repayment of its merchant
capital advances, have stabilized, such that it can afford a plan
of reorganization.
There are five UCCs of record, having been recorded in North
Carolina, that purport to encumber the Debtor's cash collateral.
The Debtor owes $344,100 to Small Business Administration, $143,206
to Partner Community Capital, $67,786 to Funding Metrics, $44,818
to National Funding, and $43,911 to EBF Holdings. These UCCs are
recorded in North Carolina and are encumbering Benita's cash
collateral. SBA Holdings holds a lien on Benita's cash collateral,
while PCC holds a second and third priority lien. Funding Metrics
holds a third and fourth priority lien, while National Funding
holds a fourth and fifth priority lien.
As adequate protection, SBA will be granted a security interest in
post-petition property of the estate of the same kind in which it
held a security interest pre-petition and having the same priority
and rights in the post-petition collateral as it had in the
pre-petition collateral of the same kind.
The Debtor takes the position that SBA's security in cash
collateral does not exceed the value of its lien. As such and to
ensure that SBA is adequately protected, the Debtor proposes to pay
SBA monthly adequate protection payments in the amount of $332 per
month beginning July 15, 2024.
PCC, Funding Metrics, National Funding, and EBF will be adequately
protected by continuing to allow it to maintain a security interest
in the same described property post-petition which was held
pre-petition having the same priority and rights in the collateral
as it had pre-petition.
A copy of the motion is available at https://urlcurt.com/u?l=7UbKN6
from PacerMonitor.com.
About Benita ND, LLC
Benita ND, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. N.C. Case No. 24-80141) on June 12,
2024. In the petition signed by Benita Kaye Thomas, member-manager,
the Debtor disclosed up to $500,000 in assets and up to $1 million
in liabilities.
Samantha K. Brumbaugh, Esq., at Ivey, McClellan, Siegmund,
Brumbaugh & McDonough, LLP, represents the Debtor as legal counsel.
BEVERLY COMMUNITY: Court OKs Cash Collateral Access
---------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Howard M. Ehrenberg, the Chapter 11 Trustee of Beverly
Community Hospital Association dba Beverly Hospital and affiliates,
to use the cash collateral of U.S. Bank Trust Company National
Association as Master Trustee, on an interim basis, in accordance
with the budget.
Specifically, the Chapter 11 Trustee is permitted to use cash
collateral including Gross Receivables but excluding (a) the
Retained Sale Proceeds, and (b) QAF Payments, until the earlier of
(i) the Chapter 11 Trustee's ability to use cash collateral
terminates as the result of the occurrence of a Termination Event;
(ii) December 31, 2025; or (iii) other date as agreed to in a
pleading signed by the Chapter 11 Trustee and Master Trustee and
filed in the Bankruptcy Court and served upon all parties entitled
to, unless extended by further order of the Court.
On August 18, 2023, the Court entered the Order (A) Authorizing the
Sale of Debtors' Assets To Purchaser Free and Clear of Liens,
Claims, Interests, and Other Interests; (B) Approving the
Assumption and Assignment of Executory Contracts and Unexpired
Leases, authorizing the Debtors to sell substantially all of their
assets (consisting principally of the Beverly Hospital) to White
Memorial Medical Center d/b/a Adventist Health White Memorial.
Pursuant to the Sale Order, U.S. Bank Trust Company National
Association ,the Master Trustee, received $10 million at the
closing of the Transaction from the cash proceeds of the approved
sale. The Chapter 11 Trustee holds in a segregated account the
balance of the cash proceeds of the approved sale.
Each of the Debtors is a member of an obligated group that is
obligated to the Bond Trustee for the benefit of the beneficial
holders of the Bonds authorized and issued by the California
Statewide Communities Development Authority for the benefit of the
Debtors.
In 2015, the Issuer issued its $39.725 million Revenue Bonds
pursuant to a Master Trust Indenture dated as of December 1, 2015
among the three Debtors and U.S. Bank National Association, as
master trustee, and a Bond Indenture, dated as of December 1, 2015
between the Issuer and U.S. Bank National Association, as the bond
trustee thereunder. The proceeds of the Series 2015 Bonds were
loaned by the Issuer to the Association pursuant to a Loan
Agreement, dated as of December 1, 2015 between the Issuer and the
Association.
In 2017, the Issuer issued its $19.840 million Revenue Bonds
pursuant to the Master Trust Indenture, and a Bond Indenture, dated
as of May 1, 2017 between the Issuer and U.S. Bank National
Association, as trustee thereunder. The proceeds of the Series 2017
Bonds were loaned by the Issuer to the Association pursuant to a
Loan Agreement, dated as of May 1, 2017 between the Issuer and the
Association.
U.S. Bank Trust Company National Association is the successor to
U.S. Bank National Association in its role as the Master Trustee,
the 2015 Bond Trustee and the 2017 Bond Trustee.
As of the Petition Date, the Claim on the Obligations total $65.9
million in outstanding principal and accrued interest.
The Chapter 11 Trustee has requested the use of the Master
Trustee's cash collateral in connection with his efforts to wind up
the Chapter 11 Case.
As further adequate protection for any diminution in the value of
cash collateral and other Prepetition Collateral resulting from the
use thereof after the Petition Date, and solely to the extent of
any Diminution, the Master Trustee will continue to have a valid,
perfected, and enforceable replacement lien and security interest
in all assets of the Debtors existing on or after the Petition Date
of the same type as the Prepetition Collateral, together with the
proceeds, rents, products, and profits thereof, whether acquired or
arising before or after the Petition Date, to the same extent,
validity, perfection, enforceability, and priority of the liens and
security interests of the Master Trustee as of the Petition Date.
As additional adequate protection and in consideration for the use
of cash collateral, the Master Trustee will continue to have a
valid, perfected and enforceable continuing supplemental lien and
security interest to the extent of any Diminution in all of the
assets of the Debtors of any kind or nature whatsoever within the
meaning of 11 U.S.C. Section 541, whether acquired or arising
prepetition or postpetition, together with all proceeds, rents,
products, and profits thereof.
As additional adequate protection for any Diminution, the Master
Trustee will continue to have a superpriority administrative
expense claim pursuant to 11 U.S.C. Section 507 with recourse to
and payable from any and all assets of the Debtors' estates. The
Superpriority Claim will have priority, pursuant to 11 U.S.C.
section 507(b), over any and all administrative expenses,
diminution claims, and all other claims against the Debtors.
The events constitute a Termination Event:
(i) the Chapter 11 Case is dismissed or converted to a case
under Chapter 7 of the Bankruptcy Code;
(ii) the earlier of (y) the date of the entry of an order of
the Court appointing an examiner with enlarged powers (beyond those
set forth in Sections 1104(c) and 1106(a)(3) and (4) of the
Bankruptcy Code); or (z) the date the Chapter 11 Trustee file a
motion, application, or other pleading consenting to or acquiescing
in any such appointment;
(iii) an order is entered in the Chapter 11 Case over the
objection of the Master Trustee approving financing pursuant to 11
U.S.C. section 364 that would grant an additional security interest
or a lien on any Collateral or granting a superpriority
administrative claim that is equal or superior to the superpriority
administrative claim granted to the Master Trustee under this
Supplemental Cash Collateral Order; or
(iv) Howard M. Ehrenberg ceases to be the Chapter 11 Trustee.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=jvwLd4 from PacerMonitor.com.
The Debtor projects total operating disbursements, on a monthly
basis, as follows:
$163,931 for July 2023;
$663,900 for August 2023; and
$140,900 for September 2023.
About Beverly Community Hospital Association
Beverly Community Hospital Association and affiliates operate
general medical and surgical hospitals.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Calif. Lead Case No. 23-12359) on
April 19, 2023. In the petition signed by its chief executive
officer, Alice Cheng, Beverly Community disclosed $1 million to $10
million in assets and $100 million to $500 million in liabilities.
Judge Sandra R. Klein oversees the case.
The Debtors tapped Sheppard, Mullin, Richter and Hampton, LLP as
bankruptcy counsel; Orrick, Herrington & Sutcliffe, LLP as special
and conflicts counsel; and Triple P RTS, LLC, a wholly owned
subsidiary of Portage Point Partners, LLC, as restructuring
advisor.
The U.S. Trustee for Region 16 appointed an official committee to
represent unsecured creditors in the Chapter 11 case of Beverly
Community Hospital Association. The committee is represented by
Tania Moyron, Esq.
Tamar Terzian is the patient care ombudsman appointed in the
Debtors' Chapter 11 cases.
BIO-KEY INTERNATIONAL: Incurs $510K Net Loss in First Quarter
-------------------------------------------------------------
BIO-Key International, Inc., filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $510,285 on $2.18 million of total revenues for the three months
ended March 31, 2024, compared to a net loss of $1.69 million on
$2.18 million of total revenues for the three months ended March
31, 2023.
As of March 31, 2024, the Company had $4.17 million in total
assets, $3.63 million in total liabilities, and $535,728 in total
stockholders' equity.
Bio-Key said, "The Company has suffered substantial net losses and
negative cash flows from operations in recent years and is
dependent on debt and equity financing to fund its operations all
of which raise substantial doubt about the Company's ability to
continue as a going concern. Recoverability of a major portion of
the recorded asset amounts shown in the accompanying balance sheet
is dependent upon the Company's ability to increase its revenue and
meet its financing requirements on a continuing basis and become
profitable in its future operations. The accompanying consolidated
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets or the amounts
and classification of liabilities that might be necessary should
the Company be unable to continue in existence."
Commentary
BIO-key CEO, Mike DePasquale commented, "BIO-key delivered solid
progress in Q1'24, achieving positive cash flow from operations in
the period, on revenue of $2.2M, representing a 19.5% increase over
Q4'23 and roughly flat with the year-ago period. The current-year
period benefitted from the expanded deployment of BIO-key's
biometric client identification system used by a long-standing
financial services client. We also further trimmed operating
expenses during Q1'24, contributing to our improved bottom-line
performance.
"We remain focused on driving revenue growth and progressing our
business to profitability and positive cash flow over the next
several quarters. We are encouraged by the traction building
within our global Channel Alliance Partner program and with the
larger-scale customer dialogues in which we are engaged through our
in-house direct sales effort. We believe the cybersecurity
landscape continues to provide a compelling backdrop for our
company, as we expect it will generate increased demand for secure,
zero-trust Identity and Access Management solutions that are the
core of our offerings.
"Tailwinds that we expect to support our growth include a growing
proportion of enterprises that are moving IT infrastructure to the
cloud as well as increasingly stringent regulatory standards as
well as cyber insurance underwriting requirements, much of which
are now mandating multi-factor authentication or passwordless
security solutions that BIO-key is well positioned to provide on a
very competitive basis.
"We are also very bullish on the growth potential for passkey
authentication this year and going forward. We entered this market
with the recent launch of Passkey:YOU - BIO-key's unique
passwordless authentication solution that leverages our strength in
biometric security to deliver secure passkeys without the use of
phones or hardware tokens.
"We continue to pursue large enterprise opportunities through our
direct sales channel, looking to build on recent successes in this
area. We are also working to support our global channel partners
in developing new customer opportunities to further build our
end-user base. Our efforts have forged a growing base of
high-margin annually recurring revenues (ARRs) and believe there is
substantial potential to grow our ARR base moving forward. At the
same time, we will continue to pursue cost reduction opportunities
to accelerate our path to profitability and positive cash flow. We
are also working to identify potential strategic opportunities to
leverage our growing global base of customers to accelerate
shareholder value creation. For these and other reasons, we
believe BIO-key is well-positioned for the future."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1019034/000143774924020368/bkyi20240331_10q.htm
About BIO-key International
BIO-key -- www.BIO-key.com -- is an identity and access management
(IAM) platform provider enabling secure work-from-anywhere for
enterprise, education, and government customers using secure
multi-factor authentication (MFA). The Company's vision is to
enable any organization to secure streamlined and passwordless
workforce, customer, citizen and student access to any online
service, workstation, or mobile application, without a requirement
to use tokens or phones for roving users and shared workstations.
The Company's products include PortalGuard and PortalGuard
Identity-as-a-Service (IDaaS) enterprise IAM, WEB-key biometric
civil and large-scale ID infrastructure, MobileAuth mobile phone
authentication application for iOS and Android, and high-quality,
low-cost accessory fingerprint scanner and FIDO-compliant hardware
to provide a full and complete solution for identity-innovating
customers.
Henderson, Nevada-based Bush & Associates CPA LLC, the Company's
auditor since 2024, issued a "going concern" qualification in its
report dated June 5, 2024, citing that the Company has suffered
substantial net losses and negative cash flows from operations in
recent years and is dependent on debt and equity financing to fund
its operations, all of which raise substantial doubt about the
Company's ability to continue as a going concern.
BIOLASE INC: Receives Delisting Notice From Nasdaq
--------------------------------------------------
BIOLASE, Inc. reported in a Form 8-K filed with the Securities and
Exchange Commission that on June 17, 2024, the Nasdaq Stock Market
LLC notified the Company that the Nasdaq Hearings Panel has
determined to delist the Company's common stock and that trading of
the Company's securities will be suspended at the open of trading
on June 20, 2024.
As previously reported, the Nasdaq Listing Qualifications Staff
notified the Company that it was in violation of the bid price
requirement of Nasdaq Listing Rule 5550(a)(2) and the equity
requirement in Listing Rule 5550(b)(1) or any of the alternative
requirements in Listing Rule 5550(b).
The Company appeared before the Panel on June 4, 2024. At the
hearing, the Company's senior management and outside advisors
outlined the Company's compliance plan for the Panel, which
included the Company's plans to regain compliance with the Bid
Price Rule (i.e., meet the minimum closing bid price requirement of
$1.00) and the Equity Rule (i.e., maintain a stockholders' equity
of at least $2.5 million).
In connection with the Nasdaq delisting notice, Nasdaq will
complete the delisting by filing a Form 25 Notification of
Delisting with the U.S. Securities and Exchange Commission after
applicable appeal periods have lapsed. In the interim, the
Company's common stock is expected to begin trading under its
current trading symbol "BIOL" on the OTC Markets system effective
with the open of the markets on June 20, 2024.
The Company has 15 days after the date it received notice of the
Panel's decision (which is July 2, 2024) to request in writing that
the Nasdaq Listing and Hearing Review Council review the decision.
In addition, the Council may, on its own motion, determine to
review the Panel's decision within 45 calendar days after the
Company was notified of the decision.
The Company has submitted an application to the OTCQB for quotation
of its common stock, and plans to continue to file its required
periodic reports and other filings with the SEC.
About Biolase Inc.
BIOLASE -- www.biolase.com -- is a medical device company that
develops, manufactures, markets and sells laser systems in
dentistry and medicine. BIOLASE's products advance the practice of
dentistry and medicine for patients and healthcare professionals.
As of Dec. 31, 2023, BIOLASE's proprietary laser products
incorporate approximately 241 active patents and 21 patent-pending
technologies designed to provide biologically and clinically
superior performance with less pain and faster recovery times.
Irvine, CA-based Macias Gini & O'Connell, LLP, the Company's
auditor since 2023, issued a "going concern" qualification in its
report dated March 21, 2024, citing that the Company has suffered
recurring losses from operations and has had negative cash flows
from operations for each of the three years ended Dec. 31, 2023.
This raises substantial doubt about the Company's ability to
continue as a going concern.
BRIGANTE ENTERPRISE: Has Deal on Cash Collateral Access
-------------------------------------------------------
Briganti Enterprise, Inc. dba Mattress Central dba Briganti Home
dba Soy Crafters asks the U.S. Bankruptcy Court for the Central
District of California, Los Angeles Division, for authority to use
cash collateral in accordance with the U.S. Small Business
Administration.
Pre-petition, on September 9, 2020, the Debtor executed an SBA Note
pursuant to which the Debtor obtained a COVID Economic Injury
Disaster Loan in the amount of $150,000. On July 10, 2021 the
Debtor executed a First Modification of Note, pursuant to which the
Debtor increased the Original SBA Loan by $350,000 in the
cumulative amount of $500,000. The terms of the Modified Note
require the Debtor to pay principal and interest payments of $2,534
every month beginning 24 months from the date of the Note over the
30 year term of the SBA Loan, with a maturity date of September 10,
2050. Interest has accrued and continues to accrue since March 15,
2024. The SBA Loan has an annual rate of interest of 3.75% and may
be prepaid at any time without notice or penalty. As of the
Petition Date, the amount due on the SBA Loan was $521,680.
Pursuant to the SBA Loan Authorization and Agreement executed on
September 9, 2020, the Debtor is required to "use all the proceeds
of this Loan solely as working capital to alleviate economic injury
caused by disaster occurring in the month of January 31, 2020 and
continuing hereafter and to pay Uniform Commercial Code lien filing
fees and a third-party UCC handling charge of $100 which will be
deducted from the Loan amount."
The SBA has consented to the Debtor's use of cash collateral
through September 16, 2024.
As adequate protection, retroactive to the Petition Date, SBA will
receive a replacement lien(s) effective as of the Petition Date, on
all post-petition revenues of the Debtor to the same extent,
priority and validity that its lien attached to the Personal
Property Collateral.
The Debtor will continue to remit adequate protection payments to
the SBA in the amount of $566 per month, to be paid on the Ist day
of each month until further order of the court.
The SBA will be entitled to a priority claim over the life of the
Debtor's bankruptcy case, pursuant to 11 U.S.C sections 503(b),
507(a)(2) and 507(b), which claim will be limited to any diminution
in the value of SBA's collateral, pursuant to the SBA Loan, as a
result of Debtor's use of cash collateral on a post-petition
basis.
A copy of the stipulation is available at
https://urlcurt.com/u?l=nJrVub from PacerMonitor.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.
BRITEWASH AUTO: Seeks to Use Cash Collateral
--------------------------------------------
BriteWash Auto Wash I, LLC asks the U.S. Bankruptcy Court for the
Eastern District of Virginia, Alexandria Division, for authority to
use cash collateral and provide adequate protection.
The Debtor requires the use of these funds for normal day-to-day
expenses of operation.
As a result of the COVID pandemic and various construction delays,
supply-chain shortages, cost increases and over-runs, labor
shortages, and other factors, the Debtor's business has struggled
to reach profitability, since opening.
The construction of the Debtor's facility was financed by
MainStreet Bank, via a U.S. Small Business Administration
guaranteed loan in the approximate amount of $3.9M. The current
outstanding principal balance of which is approximately $3.725M.
The SBA Loan is secured by a blanket lien on all of the Debtor's
assets, including (without limitation) the Debtor's cash, accounts,
accounts receivable and inventory.
As a result of recent increases in interest rates, the SBA Loan
payments increased from approximately $22,000 to $39,000, per
month.
The real property on which the facility is located is leased by the
Debtor from Russell Branch Retail, LC, pursuant to a long-term
ground lease.
The Debtor is currently 3 months behind on its rent obligations
under the Lease. The Debtor has been actively seeking additional
investment to enable it to address the rental arrearages and other
capital requirements. On June 8, 2024, the Landlord served a 5-day
Notice of Default on the Debtor.
The loss of the Debtor's ground lease and the millions of dollars
of capital improvements constructed by the Debtor and financed by
the SBA Loan would have a devastating impact on the Debtor's
business, its creditors (most significantly, MainStreet Bank and
the SBA) and equity holders. Essentially, the loss of the Lease
would have ended the business.
As adequate protection, the Debtor proposes to provide the Bank
with a replacement lien on its post-petition cash, accounts
receivable and inventory and supplies, equal in extent, validity
and priority to that held be the Bank pre-petition, up to the value
of the cash collateral existing as of the Petition Date.
The Debtor submits that, though the proposed replacement lien, the
Bank's interest in the cash collateral will be adequately
protected.
A copy of the motion is available at https://urlcurt.com/u?l=NwoE8g
from PacerMonitor.com.
About BriteWash Auto Wash I, LLC
BriteWash Auto Wash I, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 24-11096) on
June 13, 2024.
In the petition signed by Gregory J. Miller, president and managing
member representative, the Debtor disclosed up to $1 million in
assets and up to $10 million in liabilities.
Christopher L. Rogan, Esq. at RoganMillerZimmerman, PLLC,
represents the Debtor as legal counsel.
C. L. DALE: Court OKs Cash Collateral Access on Final Basis
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia,
Roanoke Division, authorized C.L. Dale Construction, Inc. to use
cash collateral, on a final basis, in accordance with the budget,
through July 5, 2024.
The Debtor requires the use of cash collateral to pay operating
expenses.
The Debtor is directed to continue to segregate and account for all
cash collateral that comes into its possession, custody or control.
All cash collateral will be deposited immediately upon the Debtor's
receipt thereof into its debtor-in-possession operating account.
As additional adequate protection for the use of the cash
collateral, to the extent of any diminution in the cash collateral
of the United States of America, on behalf of the Internal Revenue
Service, and of Samson Horus, LLC, each are granted replacement
liens on the cash of the Debtor to the same extent, validity, and
priority as their asserted prepetition liens.
A copy of the order is available at https://urlcurt.com/u?l=WjyDMG
from PacerMonitor.com.
About C. L. Dale Construction Services
C. L. Dale Construction Services, LLC is a provider of construction
and engineering services catering to the Southwest Virginia area.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. W.D. Va. Case No. 24-70240) on April 3,
2024, with $482,367 in assets and $3,666,001 in liabilities.
Christopher L. Dale, manager/sole member, signed the petition.
Judge Paul M. Black presides over the case.
Scot Farthing, Esq., at Farthing Legal, PC represents the Debtor as
bankruptcy counsel.
CAN BROTHERS: Wins Cash Collateral Access Thru Aug 31
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire
authorized CAN Brothers Construction, Inc. to use cash collateral,
in accordance with the budget, through August 31, 2024.
The Debtor is permitted to use cash collateral to pay the costs and
expenses incurred by the Debtor in the ordinary course of business
and make adequate protection payments to the extent provided for in
the Budget up to $163,745 during the period between July 1, 2024
and August 31, 2024.
Beginning on April 1, 2024, the Debtor will make adequate
protection payments in the amount of $1,650 to the Cash Collateral
Record Lienholder Bank of New Hampshire and beginning on May 1,
2024, $2,500 to the Cash Collateral Record Lienholder Small
Business Association, on or before the last day of each month.
The Debtor will provide to all Potential Record Lienholders that
hold or claim to hold liens on the real property of the estate
certificates of property and casualty insurance in amounts not less
than the amount in effect on the petition date.
Each Potential Record Lienholder is granted a replacement lien in,
to and on the Debtor's post-petition property of the same kinds and
types as the collateral in, to and on which it held valid and
enforceable, perfected liens on the Petition Date as security for
any loss or diminution in the value of the collateral held by any
such Record Lienholder on the Petition Date which will have and
enjoy the same priority as it had on the Petition Date under
applicable state law. The replacement liens granted:
a. Will be deemed valid and perfected notwithstanding any
requirements of non-bankruptcy law with respect to perfection.
b. Will be supplemental and in addition to any liens held on the
petition date.
c. Will be effective as of the petition date and will maintain the
same priority, validity and enforceability as the liens held by the
Bank and each other Record Lienholder on such date and will be
senior to any liens or any allowed super-priority claim
subsequently granted to any other person or entity with Court
approval.
A further hearing on the matter is set for August 28 at 11 a.m.
A copy of the order is available at https://urlcurt.com/u?l=lOLWxt
from PacerMonitor.com.
About CAN Brothers Construction, Inc.
CAN Brothers Construction, Inc. 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.
CARDIFF LEXINGTON: Terminates Zia Choe as Chief Accounting Officer
------------------------------------------------------------------
Cardiff Lexington Corporation disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on June 5,
2024, the Company terminated Zia Choe from her position as Chief
Accounting Officer in connection with a restructuring of the
Company's accounting department.
Cardiff's Chief Financial Officer, Matthew T. Shafer, will serve as
the Company's principal accounting officer and the Company has
hired a new Controller and Staff Accountant to support Mr. Shafer.
About Cardiff Lexington
Headquartered in Las Vegas, Nevada, Cardiff Lexington Corporation
is an acquisition holding company focused on locating undervalued
and undercapitalized companies, primarily in the healthcare
industry, and providing them capitalization and leadership to
maximize the value and potential of their private enterprises while
also providing diversification and risk mitigation for its
stockholders.
Jericho, New York-based Grassi & Co., CPAs, PC, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated March 27, 2024, citing that the Company has sustained
an accumulated deficit and negative cash flows from operations,
which raise substantial doubt about its ability to continue as a
going concern.
CARVANA CO: Morgan Stanley Entities Report Equity Stake
-------------------------------------------------------
Morgan Stanley and its wholly-owned subsidiary, Morgan Stanley
Investment Management Inc., filed a Schedule 13G/A Report with the
U.S. Securities and Exchange Commission, disclosing beneficial
ownership of Class A Common Stock of Carvana Co.
Morgan Stanley reported beneficial ownership of 9,643,253 shares,
representing 8.2% of the outstanding shares as of May 31, 2024.
Meanwhile, Morgan Stanley Investment Management disclosed that it
beneficially owned 9,464,248 of Class A common shares, representing
8.1 of the outstanding shares.
A full-text copy of Mr. Stanley's Report is available at:
https://www.sec.gov/Archives/edgar/data/895421/000089542124000389/CarvanaCoCVNA.txt
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.
CASA SYSTEMS: Emerges From Chapter 11 Bankruptcy
------------------------------------------------
Casa Systems, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that the U.S. Bankruptcy
Court for the District of Delaware confirmed the Joint Plan of
Liquidation of the Company and its Debtor Affiliates on June 5,
2024. On June 7, 2024, the Plan became effective in accordance with
its terms.
On the Effective Date, pursuant to and by operation of the Plan,
all agreements, instruments, and other documents evidencing,
relating to or connected with any equity interests of the Company,
including shares of the Company's common stock, par value $0.001
per share, shares of Common Stock issuable under equity awards
(whether granted under the Company's equity incentive plans or as
inducement awards in accordance with Nasdaq Listing Rule
5635(c)(4)) and warrants to purchase shares of Common Stock, in
each case issued and outstanding immediately prior to the Effective
Date, and any rights of any holder in respect thereof, were deemed
cancelled, discharged and of no force or effect.
Furthermore, on the Effective Date, pursuant to and by operation of
the Plan, all outstanding obligations under each of the following
debt instruments were cancelled and the applicable agreements
governing such obligations were terminated:
* that certain Credit Agreement, dated as of December 20,
2016, as amended; and
* that certain Superpriority Credit Agreement, dated as of
June 15, 2023, as amended.
On June 7, 2024, all conditions to the occurrence of the Effective
Date set forth in the Plan and the Confirmation Order were
satisfied and the Effective Date of the Plan occurred. On the same
date, the Company filed a [Notice of Effective Date of the Plan]
with the Bankruptcy Court. On the Effective Date, pursuant to the
Plan, all of the Company's equity interests, including shares of
Common Stock, shares of Common Stock issuable under equity awards
(whether granted under the Company's equity incentive plans or as
inducement awards in accordance with Nasdaq Listing Rule
5635(c)(4)) and warrants to purchase shares of Common Stock, in
each case outstanding immediately prior to the Effective Date, were
cancelled and discharged and are of no force and effect.
The Plan, as confirmed by the Bankruptcy Court, creates eight
classes of Claims and Interests in the Company. Holders of Allowed
Claims in Class 1 (Other Secured Claims), Class 2 (Other Priority
Claims), Class 3 (Term Loan Facility Claims), and Class 4 (General
Unsecured Claims) are entitled to receive distributions under the
Plan as set forth and subject to the limitations contained in the
Plan. In addition, the Company will pay Administrative Claims,
Professional Fee Claims, Priority Tax Claims, and U.S. Trustee
Statutory Fees due and owing under the Plan.
Pursuant to the terms of the Plan, a Plan Administrator will be
appointed on the Effective Date, who will, among other things,
wind-down the affairs and operations of the Debtors and their
Estates including, but not limited to preserving and liquidating
the Net Distributable Assets and making distributions to Holders of
Allowed Claims in accordance with the terms of the Plan. In
addition, pursuant to the Plan, certain Preserved Actions
Administrators will be appointed on the Effective Date who will
prosecute, in their discretion, certain Preserved Actions. The Plan
also implements the terms of certain settlements among various
creditor constituencies, without which the Company believes
recoveries to creditors would be materially reduced. Certain cash
reserves have been created for purposes of funding various costs
and expenses associated with the administration of the Plan and the
winding down of the Debtors' businesses and affairs.
The Plan further provides that all Claims in Class 5 (Intercompany
Claims) and Class 6 (Section 510(b) Claims) and Interests in Class
7 (Existing Equity Interests) and Class 8 (Intercompany Interests)
shall be canceled, released, extinguished, and of no further force
or effect. Holders of such Claims and Interests shall not receive
any distributions under the Plan on account of such Claims or
Interests.
On the Effective Date, pursuant to the Plan, the terms of the
current members of the board of directors of the Company expired
and all of the Company's officers, including its principal
executive officer, president, principal financial officer,
principal accounting officer, principal operating officer and all
named executive officers, were terminated from such positions.
About Casa Systems
Casa Systems, Inc. (Nasdaq: CASA) is a next-gen technology leader
that supports mobile, cable, and wireline communications services
providers with market leading solutions. Casa's virtualized and
cloud-native software solutions modernize operators' network
architectures, expand the range of services they can offer their
consumer and commercial customers, accelerate time to revenue and
reduce the TCO of their network infrastructure and operations.
Casa's suite of open, cloud-native network solutions unlocks new
ways for service providers to quickly build flexible networks and
service offerings that maximize revenue-generating capabilities.
Commercially deployed in more than 70 countries, Casa Systems
serves over 475 Tier 1 and regional service providers worldwide. On
the Web: http://www.casasystems.com/
On April 3, 2024, Casa Systems, Inc. and two of its affiliates each
filed petitions seeking relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. Del. Lead Csae No. 24-10695).
In the petition filed by CFO Edward Durkin, Casa Systems reported
between $100 million and $500 million in both assets and
liabilities.
The Debtors' cases have been assigned to Judge Karen B. Owens.
The Debtors have engaged Sidley Austin, LLP as legal counsel;
Ducera Partners, LLC as financial advisor; and Alvarez & Marsal
North America, LLC as restructuring advisor. Epiq is the claims
agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
McDermott Will & Emery, LLP and Province, LLC serve as the
committee's legal counsel and financial advisor, respectively.
CHICKEN SOUP: All Directors Removed Except Chairman Rouhana
-----------------------------------------------------------
Chicken Soup for the Soul Entertainment, Inc. disclosed in a Form
8-K filed with the Securities and Exchange Commission that on June
11, 2024, the Company was notified that the holder of more than 75%
of the voting power represented by the Company's outstanding Class
A and Class B common stock had acted by written consent under the
Delaware General Corporation Law ("DGCL") to remove without cause
all members of the Company's board of directors and the board of
directors or board of managers of each subsidiary of the Company,
other than William J. Rouhana, Jr.
Under Section 141(k) of the DGCL, "any director or the entire board
may be removed, with or without cause, by the holders of a majority
of the shares then entitled to vote at an election of directors"
except in limited cases.
Mr. William J. Rouhana, Jr., also serves as the Company's Chairman
and chief executive officer.
About Chicken Soup
Chicken Soup for the Soul Entertainment, Inc. provides premium
content to value-conscious consumers. The Company is one of the
largest advertising-supported video-on-demand (AVOD) companies in
the US, with three flagship AVOD streaming services: Redbox,
Crackle and Chicken Soup for the Soul. In addition, the Company
operates Redbox Free Live TV, a free ad-supported streaming
television (FAST) service with nearly 170 channels as well as a
transactional video-on-demand (TVOD) service, and a network of
approximately 27,800 kiosks across the U.S. for DVD rentals. To
provide original and exclusive content to its viewers, the Company
creates, acquires, and distributes films and TV series through its
Screen Media and Chicken Soup for the Soul TV Group subsidiaries.
The Company's best-in-class ad sales organization is known to
advertisers as Crackle Connex, a sales platform of unique scale and
differentiated reach. Across Redbox, Crackle, Chicken Soup for the
Soul and Screen Media, the Company has access to over 50,000
content assets, with over 60,000 programming hours. Chicken Soup
for the Soul Entertainment is a subsidiary of Chicken Soup for the
Soul, LLC, which publishes the famous books series and produces
super-premium pet food under the Chicken Soup for the Soul brand
name.
New York, New York-based Rosenfield and Company, PLLC, the
Company's auditor since 2017, issued a "going concern"
qualification in its report dated April 19, 2024, citing that the
Company has suffered significant losses from operations and has a
net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.
CONCENTRA GROUP: Moody's Assigns First Time Ba3 Corp. Family Rating
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Moody's Ratings assigned a first-time Ba3 Corporate Family rating
to Concentra Group Holdings Parent, Inc. At the same time, Moody's
assigned a Ba3-PD probability of default rating, a Ba1 rating to
the new senior secured first lien term loan B and revolving credit
facility, and a B1 rating to the new senior unsecured notes. The
rating outlook is stable. Moody's also assigned a Speculative Grade
Liquidity Rating of SGL-1.
In connection with Concentra's spinoff from Select Medical Holdings
Corporation ("Select Medical", B1 stable), Concentra plans to raise
new debt, consisting of a mix of senior notes and term loans (per
the company's S1). Concentra will use the majority of proceeds from
the newly issued debt to fund a cash distribution to Select
Medical. Concentra's beginning balance sheet is expected to include
approximately $100 million of cash.
Concentra's Ba3 CFR reflects Moody's expectation that the company's
pro forma leverage, as of March 31, 2024, will be moderate at 4.1x
following the transaction. Moody's forecasts that leverage will
improve below 4.0x by the end of 2025 driven by organic revenue
growth in the mid single digits and margin expansion given the
company's technology investments, and new centers maturation.
Moody's anticipates the company will be able to generate positive
free cash flow of roughly $120-$150 million annually, given that
Concentra has minimal capital expenditures. This will aid in debt
reduction as Moody's believes the risk of aggressive financial
policies including debt funded dividends is low given the company's
publicly stated leverage target of 3.0x.
ESG factors are material to the ratings assignment. Social risk
considerations include human capital constraints as the company
relies on highly specialized labor to provide its services.
Governance risk considerations reflect Concentra's lack of a track
record operating as a stand-alone entity and risks associated with
the carve-out from Select Medical. However, these risks are
partially mitigated as Concentra had previously operated with the
same experienced management team as a separate unit within Select
Medical. Concentra also has a publicly articulated leverage target
of 3.0x.
The stable outlook reflects Moody's expectation that Concentra will
successfully execute the separation from Select Medical, and that
Concentra will be able to deliver earnings growth with strong and
consistent free cash flow throughout the projection period. The
stable outlook also reflects Moody's expectation that the company
will sustain credit metrics that are supportive of the Ba3 rating.
RATINGS RATIONALE
Concentra's Ba3 Corporate Family Rating broadly reflects
Concentra's leading market position and established track record in
the occupational health space. The company also benefits from its
diversified geographic footprint and stable reimbursement
environment that does not rely on government reimbursement. The
rating is constrained by the company's lack of track record as a
stand-alone entity and elevated leverage of approximately 4.1x LTM
March 31, 2024 pro forma for the transaction. Moody's forecasts
that leverage will improve below 4.0x by the end of 2025 given the
company's expected organic revenue growth, minimal capital
expenditures and cost saving initiatives.
The stable outlook reflects Moody's expectation that Concentra will
successfully execute the separation from Select Medical, and that
Concentra will be able to deliver earnings growth with strong and
consistent free cash flow throughout the projection period. The
stable outlook also reflects Moody's expectation that the company
will sustain credit metrics that are supportive of the Ba3 rating.
The Speculative Grade Liquidity Rating of SGL-1 reflects Moody's
expectation of very good liquidity over the next 12-18 months.
Concentra will have about $100 million of pro forma cash as of
March 31, 2024, and full availability under the proposed $400
million senior secured first lien revolving credit facility.
Moody's anticipates about $120-$150 million of annual free cash
flow.
The Ba1 rating on the first lien senior secured credit facilities
is two notches above the Ba3 CFR, and reflects the loss absorption
provided by the unsecured debt in Concentra's pro forma capital
structure. The B1 rating on the new senior unsecured notes is one
notch below the CFR, and reflects their junior position in the
capital structure.
Marketing terms for the new credit facilities (final terms may
differ materially) include the following:
Incremental pari passu debt capacity up to the greater of $400
million and 100% of consolidated TTM EBITDA, plus an unlimited
amount subject to 5.0x first lien net leverage ratio. There is no
inside maturity sublimit. A "blocker" provision restricts the
transfer of material intellectual property to unrestricted
subsidiaries. Transfers to unrestricted subsidiaries are only
permitted up to a cap to be agreed upon. The credit agreement
provides some limitations on up-tiering transactions, requiring
affected lender consent for amendments that subordinate the debt
and liens unless such lenders can ratably participate in such
priming debt.
The proposed terms and the final terms of the credit agreement may
be materially different.
ESG CONSIDERATIONS
Concentra Group Holdings Parent, Inc. CIS-3 indicates that ESG
considerations have a limited impact on the current credit rating
with potential for greater negative impact over time. This reflects
Concentra's exposure to social risk considerations, namely risks
related to labor pressures and human capital constraints as the
company relies on highly specialized labor to provide its services.
Customer relations and responsible production risks are also
significant as they highlight reputation risks associated with any
litigation at the company's facilities. Concentra also faces
governance risk exposures stemming from its lack of track record
as an independent public company. These risks are partially
mitigated by Concentra's experienced management team and publicly
articulated leverage target of 3.0x.
E-2 Concentra has minimal exposure to environmental risk
considerations, which is in line with the overall healthcare
services industry.
Concentra's S-4 score reflects its exposure to social risks related
to labor pressures and human capital constraints as the company
relies on highly specialized labor to provide its services. The
company's reliance on highly specialized clinical labor makes it
vulnerable to worsening supply-demand imbalance of such labor.
Customer relations and responsible production risks are also
significant as they highlight reputation risks associated with
litigation at the company's facilities.
Concentra's G-3 score reflects governance risk exposures stemming
from its lack of track record as an independent public company.
Governance risk exposures are partially mitigated by Concentra's
experienced management team and publicly articulated leverage
target of 3.0x.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Concentra sustains debt/EBITDA
below 3.25 times while maintaining very good liquidity. Greater
levels of business diversity could support a higher rating level.
Additionally, Concentra must be able to successfully complete its
spin-off as a stand-alone entity and maintain its operating
margins.
The ratings could be downgraded if liquidity weakens or if
Concentra experiences a deterioration in operating performance/
margins. A downgrade could also occur if the company makes a
material debt-funded acquisition or shareholder initiative, or if
debt/EBITDA is sustained above 4.25 times.
Concentra Group Holdings Parent, Inc. the largest provider of
occupational health services in the United States. As of March 31,
2024, Concentra operated 547 stand-alone occupational health
centers in 41 states and 151 onsite health clinics at employer
worksites in 37 states. Concentra also provides telemedicine and
pharmacy services which support its core business. Concentra's
revenue was approximately $1.8 billion for the LTM March 31, 2024.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
CONTRACT PHARMA: SSG Served as Investment Banker in Asset Sale
--------------------------------------------------------------
SSG Capital Advisors, LLC (SSG) served as the investment banker to
Contract Pharmaceuticals Limited Canada and its affiliates (CPL or
the Company) in its restructuring and sale to Aterian Investment
Partners via a Reverse Vesting Order (RVO). The sale was
effectuated through the Companies' Creditors Arrangement Act
(Canada) (CCAA) in the Ontario Superior Court of Justice, and an
ancillary Chapter 15 proceeding in the U.S. Bankruptcy Court for
the District of Delaware. The transaction closed in June 2024.
CPL, based in Mississauga, Ontario, Canada, is a premier North
American contract development and manufacturing organization (CDMO)
specializing in non-sterile liquid and semi-solid dosage forms. CPL
offers product development, commercial manufacturing, packaging and
testing services under one roof and provides full-service support
to customers from concept to commercialization. Renowned for its
industry leadership, CPL maintains longstanding relationships with
the top global pharmaceutical companies and supports its customers
through its FDA and Health Canada registered facilities.
SSG was retained in November 2023 to advise CPL on strategic
alternatives. Given the cross-border complexities and the highly
regulated nature of the CDMO industry, SSG focused on identifying
solutions to optimize the Company's capital structure to further
stabilize the business and allow CPL to achieve its growth
initiatives. In December 2023, increasing liquidity pressure
necessitated the Company to seek relief by commencing a CCAA
proceeding and initiating an in-court sale and investment
solicitation process (SISP) that would preserve value by allowing
CPL to identify alternatives in a structured manner, all while
under Court supervision.
Leveraging significant expertise in CDMO and the pharmaceutical
sector, SSG conducted a multi-track sale and recapitalization
marketing process, which attracted significant interest from
strategic and financial acquirers. Multiple parties submitted
offers to acquire all or a portion of the Company's business. After
discussion with numerous investor groups, the Company determined
that the sale to Aterian Investment Partners maximized stakeholder
value and enabled CPL to exit from CCAA and move forward with a
well-capitalized business. SSG's experience with special
situations, joint U.S.-Canadian insolvencies, complex capital
structures and running competitive sale processes enabled CPL to
maximize value, preserve jobs, and maintain the loyalty of vendors
and customers.
Aterian Investment Partners is a private equity firm that invests
in industry-leading, middle-market businesses. The CPL transaction
was led by Christopher Thomas, Jay Taunk, Brian Moore and Carlos
Sanchez. In collaboration with management, Aterian supports
investments throughout an organization, from people to processes,
equipment, technology, and social governance, among others. With
offices in New York and Florida, Aterian has raised cumulative
equity commitments of more than $2 billion since its founding in
2009.
Other professionals who worked on the transaction include:
* Christopher Armstrong, Dan Dedic, Victor Liu, Erik Axell,
Jennifer Linde and Christina Liao of Goodmans LLP, CCAA Bankruptcy
Counsel to CPL;
* Matthew B. McGuire, Joshua B. Brooks, Jennifer L. Ford,
Allison L. Strauss, George A. Williams, Melissa Ramirez and Mark
Hitchens of Landis Rath & Cobb LLP, Chapter 15 Bankruptcy Counsel
to CPL;
* Noah Goldstein, Ross Graham and Ben Luder of KSV
Restructuring Inc., Monitor of the CCAA proceeding;
* Ryan C. Jacobs, Joseph J. Bellissimo, Michael Wunder and
Stephanie Fernandes of Cassels Brock & Blackwell LLP, Counsel to
KSV Restructuring Inc.;
* Doug Jenkinson, Mohamed Abu-Shaaban, Yolanda Rebello and
Cylvia Tang of Ernst & Young Global Limited, Quality of Earnings
Advisor to CPL;
* Sean Zweig, Jesse Mighton and Aiden C.R. Nelms of Bennett
Jones LLP, Canadian Counsel to Deerfield Management Company;
* Mark D. Wood and Kristopher J. Ring of Katten Muchin Rosenman
LLP, Counsel to Deerfield Management Company;
* Geoffrey Richards, Adam Kauffman, Simon Wein, Kevin Phelan,
Darius Tam and Mason King of Raymond James & Associates, Inc.,
Financial Advisor to Deerfield Management Company;
* Sanjeev Mitra, Jeremy Nemers and Cristian P. Delfino of Aird
& Berlis LLP, Counsel to Royal Bank of Canada;
* Harvey Chaiton and Laura Culleton of Chaitons LLP, Counsel to
Export Development Canada;
* Adam Wexner and Alan Chen of Kirkland & Ellis LLP, Counsel to
Aterian Investment Partners; and
* Tracy C. Sandler, Justin Sherman, Mike Proudfoot, Hannah
Davis and Chloe Duggal of Osler, Hoskin & Harcourt LLP, Canadian
Counsel to Aterian Investment Partners.
CORETEC GROUP: Resolves Closing Conditions to Share Exchange Deal
-----------------------------------------------------------------
The Coretec Group announced June 18, 2024, the Company has resolved
key closing conditions for the transaction with Core Optics, LLC,
and that the transaction continues to progress.
On June 17, 2024, The Coretec Group entered into an agreement with
Armistice Capital, LLC to repurchase all outstanding warrants held
by Armistice at closing of the share exchange. The warrant
agreement between Armistice and the Coretec Group which was entered
into on March 2, 2021 contained certain conditions that would be
triggered upon a fundamental transaction such as the pending share
exchange agreement. The warrant repurchase agreement now satisfies
these conditions.
The Coretec Group also settled another key closing condition
regarding the Company's outstanding Series A Preferred Stock that
were issued over ten years ago. An agreement has been made with
the majority holders of the preferred stock so that all outstanding
Series A Preferred Stock will now be converted to shares at closing
of the share exchange. As a result, the Series A Preferred Stock
will be eliminated entirely, simultaneous to the closing of the
share exchange agreement.
Core Optics, LLC continues to complete audit requirements and is
working with TAAD LLP, a PCAOB registered firm to conduct the 2023
fiscal year audit as well as quarterly financial review. Since the
signing of the share exchange agreement, Core Optics' revenue
continues to rapidly increase, as does its backlog of orders from
the automotive market, exemplifying the Company's market
opportunity with Endurion. Korea is one of the leading countries
in battery manufacturing and technology, and the Core Optics
management team has close ties with battery manufacturers and will
leverage those relationships to accelerate Endurion's
commercialization.
"Everyone involved in this transaction has been working diligently
to close the deal, which we believe represents the best interests
of both companies as well as their investors," said Matthew
Kappers, chief executive officer of The Coretec Group. "Resolving
these closing conditions is a major step in the process toward
closing, and greatly improves our cap table. This sets the
foundation for the combined company to excel forward."
About The Coretec Group
The Coretec Group is an Ann Arbor, Michigan-based company that owns
intellectual property and patents related to the production and
application of engineered silicon to enable new technologies and to
improve the lifespan and performance of a variety of materials in a
range of industries. The Company is exploring opportunities to use
its silicon discoveries and developments to improve the performance
of lithium-ion batteries, solid-state LED lights and
semiconductors, among other technologies. It is also exploring
ways to use its intellectual property to develop optical plastics
to advance development of its CSpace 3D imaging chamber.
Tulsa, Oklahoma-based HoganTaylor LLP, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
March 21, 2024, citing that the Company has insufficient revenue
and capital commitments to fund the development of its planned
products, pay current operating expenses and debt commitments
beyond a year following the issuance of these financial statements.
This raises substantial doubt about the Company's ability to
continue as a going concern.
COUSIN ENTERPRISES: Files Emergency Bid to Use Cash Collateral
--------------------------------------------------------------
Cousin Enterprises, LLC asks the U.S. Bankruptcy Court for the
Eastern District of Tennessee, Winchester Division, for authority
to use cash collateral and provide adequate protection.
The Debtor requires the use of cash collateral for ordinary and
necessary operating expenses of business operations.
Based upon a pre-petition lien review, it is believed that New
Silver Lending, LLC might assert an interest in the Debtor's cash
collateral. The lien review revealed that, on April 06, 2022, NSL
recorded a UCC Financing Statement, recorded with the Register of
Deeds for Bedford County, Tennessee in Book TD1048, Page 929, and
Instrument Number 22002974, asserting a lien on virtually all of
the Debtor's assets.
NSL also recorded a Deed of Trust, Assignment of Rents, and
Security Agreement with the Register of Deeds for Bedford County,
Tennessee in Book TD1048, Page 918, and Instrument Number 22002973.
Said Deed of Trust is purportedly secured by the real property
commonly known as 286 Emily Lane, Bell Buckle, TN 37020, and Parcel
ID 020L-A-002.00, which Debtor estimates to be worth approximately
$520,000.
Based on the value of the Property as of the Petition date, and an
estimated claim value of $310,000, the Debtor believes that the
secured claim of NSL, including any claim it may have regarding
cash collateral, is significantly over-secured pursuant to 11
U.S.C. section 506.
As for adequate protection, the Debtor avers that NSL is adequately
protected by the significant equity cushion in the Property.
A hearing on the matter is set for June 21, 2024 at 9 a.m.
A copy of the motion is available at https://urlcurt.com/u?l=j5t1L5
from PacerMonitor.com.
About Cousin Enterprises, LLC
Cousin Enterprises, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Tenn. Case No. 4:24-bk-11426-NWW)
on June 12, 2024. In the petition signed by Randall Scott Cousin,
member, the Debtor disclosed up to $1 million in assets and up to
$500,000 in liabilities.
W. Thomas Bible, Jr., Esq., at Tom Bible Law, represents the Debtor
as legal counsel.
CRYPTO CO: Secures $68,000 Funding From AJB Capital
---------------------------------------------------
The Crypto Company disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that the Company borrowed
funds pursuant to the terms of a Securities Purchase Agreement
entered into with AJB Capital Investments, LLC, and issued a
Promissory Note in the principal amount of $68,000 to AJB in a
private transaction for a purchase price of $61,200, each executed
as of June 7, 2024.
In connection with the sale of the AJB Note, the Company also paid
certain fees and expenses of AJB. After payment of the fees and
expenses, the net proceeds to the Company were $55,000, which will
be used for working capital, to fund potential acquisitions or
other forms of strategic relationships, and other general corporate
purposes.
The maturity date of the AJB Note is December 1, 2024. The AJB Note
bears interest at a rate of 12% per calendar year from the date of
issuance. The interest shall accrue on a monthly basis and is
payable on the maturity date or upon acceleration or by prepayment
or otherwise. The Company may prepay the AJB Note at any time
without penalty. Under the terms of the AJB Note, the Company may
not issue additional debt that is not subordinate to AJB, must
comply with the Company's reporting requirements under the
Securities Exchange Act of 1934, and must maintain the listing of
the Company's common stock on the OTC Market or other exchange,
among other restrictions and requirements. The Company's failure to
make required payments under the AJB Note or to comply with any of
these covenants, among other matters, would constitute an event of
default. Upon an event of default under the AJB SPA or AJB Note,
the AJB Note will bear interest at the lesser of 18% per annum or
the maximum amount permitted under law, AJB may immediately
accelerate the AJB Note due date, AJB may convert the amount
outstanding under the AJB Note into shares of Company common stock
at a discount to the market price of the stock, and AJB will be
entitled to its costs of collection, among other penalties and
remedies.
The Company provided various representations, warranties, and
covenants to AJB in the AJB SPA. The Company's breach of any
representation or warranty, or failure to comply with the covenants
would constitute an event of default.
The Company also entered into a Security Agreement with AJB
pursuant to which the Company granted to AJB a security interest in
substantially all of the Company's assets to secure the Company's
obligations under the AJB SPA and AJB Note.
The offer and sale of the AJB Note was made in a private
transaction exempt from the registration requirements of the
Securities Act of 1933, as amended, in reliance on exemptions
afforded by Section 4(a)(2) of the Securities Act and Rule 506(b)
of Regulation D promulgated thereunder.
About Crypto Company
Malibu, Calif.-based The Crypto Company --
https://www.thecryptocompany.com -- is engaged in the business of
providing consulting services and education for blockchain
technology and for the building of technological infrastructure and
enterprise blockchain technology solutions. During 2023 the
Company generated revenues and incurred expenses solely through
these consulting operations. In February 2022 the Company acquired
bitcoin mining equipment and entered into an arrangement with a
third party to host and operate the equipment. However by the end
of 2022 the Company had exited that Bitcoin mining business.
Lakewood, Colorado-based BF Borgers CPA PC, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated April 16, 2024, citing that the Company has suffered
recurring losses from operations that raises substantial doubt
about its ability to continue as a going concern.
On May 8, 2024, the Audit Committee of the Board of Directors of
the Company approved the dismissal of BF Borgers CPA PC as the
Company's independent registered public accounting firm after the
firm and its owner, Benjamin F. Borgers, were charged by the
Securities and Exchange Commission with deliberate and systemic
failures to comply with Public Company Accounting Oversight Board
(PCAOB) standards in its audits and reviews incorporated in more
than 1,500 SEC filings from January 2021 through June 2023; falsely
representing to their clients that the firm's work would comply
with PCAOB standards; fabricating audit documentation to make it
appear that the firm's work did comply with PCAOB standards; and
falsely stating in audit reports included in more than 500 public
company SEC filings that the firm's audits complied with PCAOB
standards. Borgers agreed to pay a $14 million civil penalty and
agreed to permanent suspensions from appearing and practicing
before the Commission as accountants, effective immediately.
On May 8, 2024, the Company engaged Bush & Associates CPA LLC as BF
Borgers' replacement. The decision to change independent registered
public accounting firms was made with the recommendation and
approval of the Audit Committee of the Company.
EMRLD BORROWER: Moody's Rates New Senior Secured Notes 'B1'
-----------------------------------------------------------
Moody's Ratings assigned a B1 rating to a new backed senior secured
notes issuance by EMRLD Borrower LP (dba "Copeland") and a direct
subsidiary of Copeland, Emerald Co-Issuer Inc. The company's B1
corporate family rating, B1-PD probability of default rating and B1
ratings on the company's senior secured term loans and notes remain
unchanged. The stable outlook also remains unchanged.
The new senior secured notes will be pari passu with all the other
senior secured debt. The term loans and notes will now represent
the preponderance of debt in the company's capital structure, and
hence are rated at the same level as the CFR.
Proceeds from the new senior secured notes (potentially a
combination of US dollar and Euro denominated debt) and from a
senior secured term loan launched last week will be used to fund
the repayment of the $2.345 billion seller note held by Emerson
Electric Company ("Emerson", A2 stable) in full. Pro forma for the
proposed refinancing, Moody's expects the transaction to be
modestly deleveraging. Further, as part of the transactions,
private equity funds managed by Blackstone will purchase Emerson's
40% common equity ownership in the Copeland joint venture.
RATINGS RATIONALE
Copeland's B1 CFR primarily reflects the company's high financial
leverage. Debt/EBITDA for the last twelve months ended March 31,
2024 approximates 6.0x. Moody's expects that debt/EBITDA will
improve to around 5.5x by late-2025. This improvement will emanate
from both EBITDA growth and debt repayment. Moody's anticipates
aggressive financial policies that reflect the aforementioned high
financial leverage and greater private equity ownership.
At the same time, the company's ratings are supported by Copeland's
strong market position in the global heating, ventilation, air
conditioning and refrigeration ("HVACR") compressor market. It also
reflects the company's strong business profile, and a very high
percentage of stable recurring revenue and earnings. Copeland
benefits from a sizable revenue base, strong brand recognition in
the compressor end market, a high EBITDA margin in the mid-20%
level, geographic diversity and strong cash generation.
The stable outlook is based on Moody's expectation that Copeland
will deleverage through EBITDA growth and proactive debt repayment
such that debt/EBITDA improves to around 5.5x over the next 12-18
months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Factors that could cause upward ratings pressure include a
continued successful transition to a stand-alone entity without
business disruption while maintaining strong operating performance.
Meaningful deleveraging, with sustained debt/EBITDA below 4.5x
could also cause upwards ratings pressure. The realization of cost
saving initiatives that translate to higher prospective profit
margins would also be considered.
Conversely, factors that could result in a downgrade include if the
company experiences challenges as it continues to undergo
separation activities from Emerson, or if operating performance or
cash generation weakens. Ratings could also be downgraded due to an
inability or unwillingness to reduce leverage to below 5.5x in the
next 12 to 18 months.
The principal methodology used in this rating was Manufacturing
published in September 2021.
Headquartered in St. Louis, Missouri, Copeland is an entity under
EMRLD Borrower LP, a joint venture formed by Blackstone and Emerson
with 60% and 40% ownership, respectively. Private equity funds
managed by Blackstone are acquiring the remaining 40% interest held
by Emerson. Copeland is the former Climate Technologies business of
Emerson and a manufacturer of heating, ventilation, air
conditioning, and refrigeration ("HVACR") components globally.
Products include compressors, comfort control and cold chain
related products. Revenue for the twelve months ended March 31,
2024 approximated $4.7 billion.
ENSEMBLE RCM: S&P Affirms 'B' Long-Term ICR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer credit rating
and issue-level ratings on Ensemble RCM LLC. S&P also affirmed the
issue-level and recovery ratings on the company's outstanding
debt.
S&P is assigning a 'B' issue-level rating and 3 (50%) recovery
rating to the incremental term loan.
S&P said, "The stable outlook on Ensemble reflects our expectation
that its S&P Global Ratings-adjusted debt to EBITDA will generally
remain in the 5x-7x range over time with negligible yet increasing
free cash flow (after tax distributions), supported by continued
organic EBITDA growth from new clients. We also assume the company
will continue to use excess leverage capacity to fund dividends."
Ensemble, provider of technology-enabled, end-to-end revenue cycle
management (RCM) services to hospitals and health systems, is
proposing a $814 million incremental term loan to fund (with an
additional $12 million of balance sheet cash) an $809 million
shareholder dividend and pay transaction fees.
S&P said, "Our affirmation following the dividend recapitalization
reflects our expectation for pro forma adjusted debt to EBITDA in
the 7x area, declining to the mid-5x area by the end of 2025. The
rating incorporates our expectation that its ownership structure,
with multiple independent financial sponsors collectively owning a
meaningful stake in the company, would follow an aggressive
financial policy that includes debt-funded dividends that keep
leverage high, although still within a level at which the company
can fund its growth strategy without additional capital. We believe
leverage will remain in the 5x-7x range after 2024 based on the
company's growth trajectory (expected double-digit top-line growth
and around 25% EBITDA growth in 2024) and financial policy. We also
expect breakeven free operating cash flow (including tax
distributions) in 2024, improving to 1.5% in 2025 and 4.6% in
2026.
"Our rating reflects Ensemble's customer concentration and somewhat
limited track record of retaining clients, offset by strong ability
to attract new customers. BSMH accounted for 41% of Ensemble's
revenue in 2023, leaving it vulnerable to any event that may reduce
that customer's revenue including divestitures and closures, as
well as cyber events that could impact its operations. This
concentration risk is partly mitigated by BSMH's ownership stake in
Ensemble and a long-term contract that was recently extended.
Nevertheless, we expect the company's rapid organic growth to
decrease that stake to below 30% over the coming 24 months.
Ensemble has a relatively short operating track record, with most
of its key customer relationships fewer than 10 years old. The
company derives most of its revenue from long-term full outsource
contracts, which typically have a term of 7 to 10 years. While the
average contract length is now about 10 years, the company has won
more than 50% of the approximately 25 unaffiliated acute full
outsource clients over the past five years.
"We view the company's ability to grow organically in a highly
competitive and fragmented industry as a distinguishing strength
that also burdens its cash flow. The complex and ever-changing
dynamics of the health care industry, such as declining
reimbursement rates, evolving payment models, and resource
constraints particularly in back-end functions, continue to
challenge health systems. Health care providers that cannot
effectively manage these changes, and thus their claims and
receivables, often look to RCM providers to increase their revenue
yields, lower their collection costs, and improve their working
capital by reducing their days sales outstanding. RCM relationships
are generally durable and mutually beneficial, though clients do
occasionally change providers, often to a vendor with a more
complete product offering or one compatible with different
electronic health record (EHR) providers. As such, RCM vendors and
service providers, including closest peer R1 RCM, have spent
multiple years making large transformative acquisitions as well as
smaller tuck-in acquisitions to purchase new capabilities or
contracts with health systems. We view Ensemble's rapid organic
growth, with minimal acquisitions, as a strength of the business
and view the lower cash flow metrics as reflective of the
significant investment needed to support this strong organic
growth. If the company's growth slowed, we think margins and cash
flow would significantly increase even with a continued investment
in technology.
"We expect the company to benefit from rapid EBITDA margin
expansion over the upcoming year, contributing to swift
deleveraging. The company made significant strategic investments in
technology and globalizing its workforce while it onboarded
multiple new customers, burdening 2023 EBITDA margins. We expect
margin expansion on the company's base business to be slightly
offset by onboarding pressure from new business this year.
Nevertheless, with duplicate costs from the workforce globalization
initiative falling off, efficiency gains from investment in
technology, operating leverage on the fixed-cost base, and maturing
of recent customer wins, we expect margin expansion of over 100
basis points (bps) in 2024 with some additional expansion in 2025.
"The stable outlook on Ensemble reflects our expectation that its
S&P Global Ratings-adjusted debt to EBITDA will remain 5x-7x over
time with negligible yet increasing free cash flow post member
distributions, with periods of deleveraging followed by debt-funded
dividends. The outlook also reflects our expectation that the
company will continue to increase its EBITDA organically by adding
new clients.
"We could consider lowering our rating on Ensemble if we expect it
to sustain S&P Global Ratings-adjusted debt to EBITDA of more than
7x with greater but still temporary free cash flow deficits,
burdened by tax distributions. This could occur due to the loss of
customers or because it undertakes more significant or frequent
debt-funded dividends. We could also lower the rating if the
company's acquisition strategy changes, such that it undertakes
more aggressive debt-sponsored acquisitions that introduce new
costs and risk into the business model.
"We could consider raising our rating on Ensemble if it further
establishes a track record of attracting and retaining a more
diversified client base and we expect its S&P Global
Ratings-adjusted debt to EBITDA to generally remain in the 5x area
or below. However, we view this scenario as unlikely due to its
track record and financial-sponsor ownership."
FLEET PARTS: June 26 Public Foreclosure Sale Set
------------------------------------------------
ILOH Finance LLC as secured creditor of Fleet Parts and Maintenance
LLC ("borrower") will hold a public foreclosure sale on June 26,
2024 at 10:00 a.m., Central Time, via Zoom under Section 9-610 of
the Uniform Commercial Code of all of the personal property
collateral pledged to the Secured Creditor.
Any parties interested in further information about the assets must
contact the counsel for the secured creditor:
Robert E. Richards, Esq.
Dentons US LLP
233 South Wacker Drive, Suite 5900
Chicago, Illinois 60606
Tel: (312) 876-7396
Email: robert.richard@dentons.com
GAMESTOP CORP: RC Ventures, Ryan Cohen Hold 8.6% of Class A Shares
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RC Ventures, LLC disclosed in a Schedule 13D/A Report filed with
the U.S. Securities and Exchange Commission that as of June 10,
2024, the Company and its managing member, Ryan Cohen, beneficially
owned 36,847,842 shares of GameStop Corp.'s class A common stock,
representing 8.6% of the shares outstanding.
The aggregate percentage of Shares reported owned RC Ventures and
Mr. Cohen is based upon 426,217,517 Shares outstanding as of June
11, 2024, which is the total number of Shares outstanding following
the completion of the Issuer's "at-the-market offering" program, as
disclosed in GameStop's Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission on June 11, 2024, based upon
the disclosure therein and provided in its prospectus supplement
filed pursuant to Rule 424(b)(5) with the Securities and Exchange
Commission on June 7, 2024.
A full-text copy of RC Ventures LLC's SEC Report is available at:
https://www.sec.gov/Archives/edgar/data/1326380/000092189524001394/sc13da912128005_06112024.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.
GAUCHO GROUP: Court Sets Hearing on Emergency Motion in Suit vs 3i
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Gaucho Group Holdings, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on June 17, 2024, the
United States District Court for the District of Delaware issued an
order scheduling a hearing on the Company's emergency motion for
June 20, 2024 at 2 p.m. (EST).
On June 14, 2024, the Company filed its opening brief in support of
an emergency motion for a preliminary injunction and temporary
restraining order in a federal action to enjoin 3i, LP, 3i
Management LLC, and Maier Joshua Tarlow (collectively, "3i") from
engaging in any self-help measures, including but limited to any
further acts to enforce or attempt to enforce any purported rights
or remedies pursuant to the Note Documents.
Gaucho Group had filed a complaint in the U.S. District Court for
the District of Delaware alleging 3i entered into contracts with
the Company, despite entering such contracts were in violation of
U.S. securities laws (the "Federal Action"). Specifically, the
Company alleges that the Securities Purchase Agreement, dated Feb.
21, 2023 and pursuant to which the Company sold to 3i a (1) senior
secured convertible notes of the Company in the aggregate original
principal amount of $5,617,978, and (b) a common stock purchase
warrant exercisable into an aggregate of 33,771 shares of common
stock of the Company, is void.
On June 7, 2024, 3i sent Pledge Exercise Notices to the Company
pursuant to the Note Documents claiming that the Company was in
breach of certain provisions of the Note Documents and 3i would be
exercising its rights under the Note Documents, which includes,
obtaining and exercising all control over the rights, powers and
privileges held by the Company and its subsidiary Gaucho Group,
Inc., including their respective voting rights and rights to
dividends or distributions associated therewith in two other
subsidiaries of the Company, Algodon Global Properties LLC and
InvestProperty Group LLC; amending and restating the operating
agreements for the Subsidiaries; terminating, discharging,
removing, etc. all existing managers, members and directors of the
Subsidiaries; and appointing and empowering a substitute, sole
manager selected by 3i for the Subsidiaries and directing that sole
manager, to (i) rescind, cancel, terminate or otherwise unwind
certain transactions ratified by the prior directors, directors,
managers and officers, (ii) declare any such transactions, inter
alia, unlawful, in breach of the duties of care and loyalty and not
in the best interests of the Subsidiaries and (iii) direct the
opening of new bank accounts and amending all agreements,
instruments or other documents necessary. The Company maintains
that 3i's aforementioned acts are improper and unlawful under New
York law, which governs the rights and remedies provided by a
certain Security and Pledge Agreement, dated Feb. 21, 2023 and
entered into pursuant to the Securities Purchase Agreement.
Also on June 7, 2024, 3i filed a complaint in New York State Court
(the "New York Action") seeking declaratory judgment that the Note
Documents are valid and enforceable agreements and actions taken by
3i with respect to the Subsidiaries were also valid and
enforceable. On June 14, 2024, the Company filed a motion to
dismiss, or in the alternative, stay the New York Action, pending
final adjudication of the Federal Action.
About Gaucho Group
Headquartered in New York, NY, Gaucho Group Holdings, Inc. was
incorporated on April 5, 1999. Effective Oct. 1, 2018, the Company
changed its name from Algodon Wines & Luxury Development, Inc. to
Algodon Group, Inc., and effective March 11, 2019, the Company
changed its name from Algodon Group, Inc. to Gaucho Group Holdings,
Inc. Through its wholly-owned subsidiaries, GGH invests in,
develops and operates real estate projects in Argentina. GGH
operates a hotel, golf and tennis resort, vineyard and producing
winery in addition to developing residential lots located near the
resort. In 2016, GGH formed a new subsidiary, Gaucho Group, Inc.
and in 2018, established an e-commerce platform for the manufacture
and sale of high-end fashion and accessories. In February 2022,
the Company acquired 100% of Hollywood Burger Argentina, S.R.L.,
now Gaucho Development S.R.L, through InvestProperty Group, LLC and
Algodon Wine Estates S.R.L., which is an Argentine real estate
holding company. In addition to GD, the activities in Argentina
are conducted through its operating entities: InvestProperty Group,
LLC, Algodon Global Properties, LLC, The Algodon - Recoleta S.R.L,
Algodon Properties II S.R.L., and Algodon Wine Estates S.R.L.
Algodon distributes its wines in Europe under the name Algodon
Wines (Europe). On June 14, 2021, the Company formed a
wholly-owned Delaware limited liability company subsidiary, Gaucho
Ventures I -- Las Vegas, LLC, for purposes of holding the Company's
interest in LVH Holdings LLC.
New York, NY-based Marcum LLP, the Company's auditor since 2013,
issued a "going concern" qualification in its report dated April
29, 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.
GENERAC POWER: Moody's Rates New $500MM First Lien Term Loan 'Ba1'
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Moody's Ratings assigned a Ba1 rating to Generac Power Systems,
Inc.'s new $500 million senior secured first lien term loan B. The
company's other ratings, including its Ba1 corporate family rating,
Ba1-PD probability of default rating, and Ba1 senior secured
ratings are unchanged. The outlook is stable.
The company plans to use the proceeds from the new first lien term
loan B and $30 million of cash to repay the outstanding balance of
$530 million on the term loan B due 2026. Moody's will withdraw the
ratings on the existing term loan B due 2026 following the close of
the transaction.
The transaction is leverage neutral and total adjusted debt remains
$1,635 million at March 31, 2024. Moody's believes it is likely
that Generac will grow revenue 5% over the next 12-18 months as
home standby generator sales improve from 2023 when there was a
surplus of field inventory. Also, Moody's believes EBITDA margin
will expand and exceed 17% over the next 12-18 months, up from
15.2% for the twelve months ended March 31, 2024.
RATINGS RATIONALE
Generac's Ba1 rating reflects the company's strong position and
solid brand strength in the residential and commercial & industrial
(C&I) standby generator market. The company also has good scale
with over $4 billion of annual revenue and low leverage of 2.7
times debt-to-LTM EBITDA at March 31, 2024. Capex-to-sales is also
anticipated to remain between 3.0% - 3.5%, enabling Generac to
produce solid free cash flow.
Generac's rating also reflects the company's very high product
concentration and significant reliance on the North American
market. Also, the company is experiencing softness in global
portable generator shipments in residential energy markets. In
addition, telecom and rental shipments in C&I energy markets are
down compared to 2023 levels. Generac could also become more
shareholder friendly over time, but currently does not pay
dividends.
The stable outlook reflects Moody's expectations that Generac will
continue to grow while generating strong free cash flow and
sustaining debt to EBITDA below 2.7 times.
The SGL-1 speculative grade liquidity rating reflects Moody's view
that Generac will have very good liquidity over the next year.
Liquidity is supported by approximately $249 million of cash at
March 31, 2024, Moody's expectation for positive free cash flow,
and access to $1.10 billion of the $1.25 billion revolving credit
facility, net of outstanding letters of credit.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be upgraded if Generac can continue to grow its
scale and improve its product diversity. Moody's would also expect
a long term commitment by management to conservative financial
policies, including steps to maintain stable credit metrics and a
capital structure that allows for maximum financial flexibility.
The ratings could be downgraded if debt-to-EBITDA approaches 3
times, EBITDA margin deteriorates and is sustained below 20% or
there is a material deterioration in liquidity. In addition, the
rating could be downgraded with a shift towards more aggressive
financial practices, including a change in shareholder friendliness
or a sizable debt funded acquisition.
The principal methodology used in this rating was Manufacturing
published in September 2021.
Generac Power Systems, Inc., headquartered in Waukesha, WI, is a
leading designer and manufacturer of energy technology solutions
including a wide range of power generation equipment, energy
storage systems and other power products serving the residential,
commercial, and industrial markets. The company employed roughly
8,600 employees as of December 31, 2023. Its products are sold
globally through independent dealers, distributors, retailers,
wholesalers, equipment rental companies, e-commerce partners, and
in some cases direct to end users.
GOODRX INC: S&P Assigns 'BB' Rating on New $500 Million Term Loan
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S&P Global Ratings assigned its 'BB' issue-level and '1' recovery
rating to prescription price comparison platform provider GoodRx
Inc.'s proposed $500 million term loan. The company will use the
proceeds of the new five-year term loan, along with cash on balance
sheet, to repay its existing term loan ($658 million outstanding)
due October 2025.
At the same time, S&P raised the issue-level rating on the
company's $100 million revolving credit facility due July 2025 to
'BB' from 'BB-'. The higher rating on its senior secured credit
facilities reflects lower outstanding debt in the capital
structure.
The 'B+' issuer credit rating is unchanged. S&P said, "The proposed
transaction will alleviate refinancing risk and decrease S&P Global
Ratings-adjusted gross debt to EBITDA, which we forecast will be
around 2.3x by the end of 2024. Despite lower leverage, ownership
of most of the company's shares by financial sponsors constrain the
rating because we believe shareholder remuneration could increase
over time. We expect liquidity will remain adequate following the
transaction because GoodRx maintains over $350 million of cash on
its balance sheet, an untapped revolver, and good cash
generation."
Solid performance continued in the first quarter of 2024, with
about 8% revenue growth relative to the prior year, though legal
settlement costs and higher sales and marketing expenses weighed on
EBITDA margin. S&P said, "Still, we expect S&P Global
Ratings-adjusted EBITDA margin to approach 30% this year,
increasing from 25.8% in 2023. We think its pharma manufacturer
solutions business is poised to expand over the next several years
as good brand awareness from consumers and health care providers
empowers the company to build stronger partnerships over time with
branded drug manufacturers. Meanwhile, its direct partnerships with
retail pharmacies are leading to a stronger network and improved
partner relationships, as evidenced by its recently renewed
partnership with Kroger. We think this bodes well for its
prescription marketplace business." Furthermore, GoodRx's
integrated savings program offering could allow accelerated growth
in this segment as adoption among pharmacy benefit managers
increases.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors:
-- S&P's simulated default scenario considers a default because
customer losses amid intensifying competition that lead to a severe
drop in GoodRx's profit generation. S&P believes it would
reorganize rather than liquidate following a payment default.
-- S&P values the company on a going-concern basis using a 7x
multiple of its projected emergence EBITDA. The multiple is higher
than the standard multiple used for business and consumer services
issuers, reflecting its strong brand recognition and patented
technology.
-- GoodRx's pro forma debt capitalization comprises an undrawn
$100 million revolving credit facility due in 2025 and $500 million
first-lien term loan due in 2029, which rank pari passu and have a
first-priority secured interest in substantially all of the
existing and future assets of the company's domestic subsidiaries.
Simulated default assumptions:
-- Year of default: 2028
-- EBITDA at emergence: approximately $85 million
-- Multiple: 7x
-- Gross enterprise value: approximately $596 million
Simplified waterfall:
-- Net enterprise value at default (after 5% administrative
costs): approximately $567 million
-- Valuation split, obligors/nonobligors: 100%/0%
-- First-lien secured debt: about $585 million
--Recovery expectations: 90%-100% (rounded estimate: 95%)
All debt amounts at default include six months of accrued
prepetition interest.
GRAND FUSION: Court OKs Cash Collateral Access on Final Basis
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, authorized Grand Fusion Housewares, LLC to use cash
collateral, on a final basis, in accordance with the budget, with a
15% variance.
The Debtor requires the use of cash collateral to pay post-petition
operating expenses and obtain goods and services needed to carry on
its businesses in a manner that will avoid irreparable harm to its
estate.
The Senior Prepetition Secured Parties assert they are secured in
substantially all the Debtor's accounts, equipment, inventory, and
other assets as more particularly delineated in the Motion and the
proceeds thereof. The Junior Lienholders may have a security
interest and lien on certain of the Debtor's Prepetition Collateral
that is subordinate and junior to the liens and security interests
of the Senior Prepetition Secured Parties.
As adequate protection for the Senior Prepetition Secured Parties'
interest in the Debtor's cash collateral, each of the Senior
Prepetition Secured Parties -- Midwest Regional, Celtic Bank, and
the U.S. Small Business Administration -- will be paid the regular
monthly principal and interest due on their respective loans. As of
the entry of the Order, the regular monthly principal and interest
payments are as follows:
Midwest Regional - $4,352;
Celtic - $1,957; and
SBA - $1,649.
The Prepetition Secured Parties are granted valid, binding,
enforceable, and automatically perfected post-petition lien
pursuant to 11 U.S.C. section 361(2) in the Debtor's accounts,
accounts receivable, inventory, and other assets.
The use of cash collateral and the Adequate Protection Liens will
be subordinate and subject to (a) any and all post-petition fees
and expenses of the Clerk of the Court and statutory fees and
compensation payable to the Subchapter V Trustee; and (b) all
post-petition fees and expenses of the Debtor's counsel and all
other estate professionals employed by order of the Court.
These events constitute an "Event of Default":
a. Conversion of the Chapter 11 case to a case under Chapter 7 of
the Bankruptcy Code; and
b. The lifting of the automatic stay for any other party other than
the Prepetition Secured Parties authorizing such party to proceed
directly against the cash collateral, or entry of a final order by
the bankruptcy court authorizing any party (including any Senior
Prepetition Secured Party) to foreclose or otherwise enforce any
lien or other right such other party may have in and to the
Property and/or any part of the Collateral.
A copy of the order is available at https://urlcurt.com/u?l=uxXN3V
from PacerMonitor.com.
About Grand Fusion Housewares, LLC
Grand Fusion Housewares, LLC is engaged in the retail sales of home
accessories.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-41694) on May 16,
2024. In the petition signed by Brendan Bauer, authorized
representative, the Debtor disclosed $469,526 in assets and
$3,134,245 in liabilities.
Judge Mark X. Mullin oversees the case.
Bryan C. Assink, Esq., at BONDS ELLIS EPPICH SCHAFER JONES LLP,
represents the Debtor as legal counsel.
GREAT NORTHERN: Court OKs Deal on Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Rhode Island
authorized Great Northern Products, Ltd. to use the cash collateral
of Berkshire Bank and associated limited post-petition financing,
through the period of June 15, 2024 through July 12, 2024.
The Debtor and Bank have agreed upon and have set out in the Cash
Collateral Stipulation the terms and conditions under which the
Debtor will be entitled to continue to use the Bank's cash
collateral and to engage in post-petition financing over the New
Covered Period.
Those terms and conditions are the same terms and conditions that
are found in the Existing Cash Collateral Order, with those
consisting of a combination of the terms and conditions that are
found in the comprehensive April 26, 2024 Stipulation Concerning
Continued Use of Cash Collateral and Providing Adequate Protection
and Post-Petition Financing, previously entered into between the
Debtor and Bank and approved by the Court, and the requirement that
the Debtor also file these further financial statements or
reports:
a. Weekly, a rolling two-week forecast of cash receipts and cash
disbursements and a comparison of the actual receipts and
disbursements to the projected or forecasted amounts of the same;
b. Weekly, a listing of the post-petition accounts payables with
the dates of the invoices that are associated therewith;
c. Weekly, a listing of the post-petition accounts receivables and
ageing of the same; and
d. Weekly, copies of the most recent bank statement(s) from the
separate escrow account required to be established under the April
26th Cash Collateral Stipulation.
A copy of the order is available at https://urlcurt.com/u?l=w0J4Qm
from PacerMonitor.com.
About Great Northern Products, Ltd.
Great Northern Products, Ltd. owns and operates a commercial
seafood business from leased premises and offices at 2700
Plainfield Pike, Cranston, Rhode Island. It specializes in
purchasing, importing, selling, marketing, distributing and
exporting a variety of seafood that is harvested and processed by
its partner plants in Canada, the US and South America. Great
Northern's products include natural and wild-caught crab, shrimp,
lobster, scallops, ground fish, salmon and some shellfish.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. R.I. Case No. 1:24-bk-10112) on February
28, 2024. In the petition signed by George A. Nolan, president and
chief executive officer, the Debtor disclosed up to $10 million in
both assets and liabilities.
Judge Diane Finkle oversees the case.
Matthew J. McGowan, Esq., at Sylvia Kishfy, LLC, represents the
Debtor as legal counsel.
GREAT NORTHERN: Has Deal on Cash Collateral Access, DIP Loan
------------------------------------------------------------
Great Northern Products, Ltd. asks the U.S. Bankruptcy Court for
the District of Rhode Island for authority to use the cash
collateral of Berkshire Bank and associated limited post-petition
financing through the period of June 15, 2024 through July 12,
2024.
The Debtor and Bank have agreed upon and have set out in the Cash
Collateral Stipulation the terms and conditions under which the
Debtor will be entitled to continue to use the Bank's cash
collateral and to engage in post-petition financing over the New
Covered Period.
Those terms and conditions are the same terms and conditions that
are found in the Existing Cash Collateral Order, with those
consisting of a combination of the terms and conditions that are
found in the comprehensive April 26, 2024 Stipulation Concerning
Continued Use of Cash Collateral and Providing Adequate Protection
and Post-Petition Financing, previously entered into between the
Debtor and Bank and approved by the Court, and the requirement that
the Debtor also file these further financial statements or
reports:
a. Weekly, a rolling two-week forecast of cash receipts and cash
disbursements and a comparison of the actual receipts and
disbursements to the projected or forecasted amounts of the same;
b. Weekly, a listing of the post-petition accounts payables with
the dates of the invoices that are associated therewith;
c. Weekly, a listing of the post-petition accounts receivables and
ageing of the same; and
d. Weekly, copies of the most recent bank statement(s) from the
separate escrow account required to be established under the April
26th Cash Collateral Stipulation.
As previously reported by the Troubled Company Reporter, in 2018,
Berkshire Bank extended an up to $15 million line of credit to
Great Northern. That was later amended pursuant to Amendment No. 6
to Loan and Security Agreement and Allonge and Amendment to
Revolving Note dated September 18, 2023 to a revolving line of
credit in the maximum amount of $5.5 million, which is memorialized
through a loan and security agreement and a line of credit note.
The Small Business Administration holds an apparent second-position
security interest on all assets of the Debtor to secure obligations
under a $500,000. Economic Injury Disaster Loan (made during the
COVID epidemic), on which the Debtor's payments are current.
The Bank's security interest covers the cash collateral generated
from all personal property related to accounts receivable,
inventory, and general intangibles.
As of the petition date, the balance due on the Loan was $788,934.
As a point of reference and demonstrating the consistent progress
the Debtor has made in reducing the balance owed under the Loan,
the balance owed under the Loan was $6.4 million roughly two years
ago, $8.363 million roughly one year ago, and $3.850 million
roughly six months ago.
The Bank's interests are adequately protected by the existing
equity cushion and by the other proposals that provide, the Debtor
submits, more than adequate protection for its interests. As
operations continue post-petition (and, from that, the creation of
post-petition receivables and cash which are also to be secured to
the Bank through the proposed roll-over lien), payments are
proposed to be made to the Bank as provided in the Budget.
A copy of the motion is available at https://urlcurt.com/u?l=bzV7mL
from PacerMonitor.com.
About Great Northern Products, Ltd.
Great Northern Products, Ltd. owns and operates a commercial
seafood business from leased premises and offices at 2700
Plainfield Pike, Cranston, Rhode Island. It specializes in
purchasing, importing, selling, marketing, distributing and
exporting a variety of seafood that is harvested and processed by
its partner plants in Canada, the US and South America. Great
Northern's products include natural and wild-caught crab, shrimp,
lobster, scallops, ground fish, salmon and some shellfish.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. R.I. Case No. 1:24-bk-10112) on February
28, 2024. In the petition signed by George A. Nolan, president and
chief executive officer, the Debtor disclosed up to $10 million in
both assets and liabilities.
Matthew J. McGowan, Esq., at Sylvia Kishfy, LLC, represents the
Debtor as legal counsel.
GREENWAVE TECHNOLOGY: Regains Compliance With Nasdaq Listing Rules
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Greenwave Technology Solutions, Inc., announced that on June 17,
2024, the Company received formal notice from The Nasdaq Stock
Market LLC that the Company has evidenced compliance for continued
listing on The Nasdaq Capital Market. Accordingly, the previously
announced listing matter has been closed.
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).
The Company provides metal recycling services to a wide range of
suppliers, including large corporations, industrial manufacturers,
retail customers, and government organizations.
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.
HAGA-MOF LLC: Court OKs Cash Collateral Access on Final Basis
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri
authorized HAGA-MOF LLC to use cash collateral, on a final basis,
in accordance with the budget, through August 5, 2024.
The entities holding liens against the Debtor are the Internal
Revenue Service and the Missouri Department of Revenue.
The Debtor is permitted use of cash collateral in the total
aggregate amount of $5,000 per month for the following categories:
i. Accounting and legal fees
ii. Misc. wind-up costs
iii. Such other expenditures as may be submitted by the Debtor
to the IRS and the MDOR and approved.
As adequate protection, the IRS and the MDOR will receive: (a) a
valid security interest in, and lien on, all of the right, title,
and interest of the Debtor in, to and under all present and
after-acquired property of the Debtor of any nature whatsoever to
the extent the IRS and the MDOR held valid pre-petition liens, (b)
monthly adequate protection payment to the IRS in the amount of
$7,000.
The occurrence of any one or more of the following events will
constitute an event of default:
(1) The entry of an order (i) converting the Debtor’s case to a
case under Chapter 7 of the Code, or (ii) dismissing the Debtor's
case under section 1112 of the Code, or (iii) granting Lender
relief from the automatic stay, or (iv) that specifically
terminates the Order.
A copy of the order is available at https://urlcurt.com/u?l=Z4NSia
from PacerMonitor.com.
About HAGA-MOF LLC
HAGA-MOF LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Mo. Case No. 24-10077) on February 27,
2024. In the petition signed by Hector Gomez, manager, the Debtor
disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Spencer Desai, Esq., at The Desai Law Firm, represents the Debtor
as legal counsel.
HECTOR DAO: Chapter 15 Case Summary
-----------------------------------
Chapter 15 Debtor: Hector DAO
British Virgin Islands
Business Description: Hector is a decentralized autonomous
organization.
Foreign Proceeding: Receivership in Eastern Caribbean
Supreme Court of the British Virgin
Islands
Chapter 15 Petition Date: June 17, 2024
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 24-16067
Judge: Hon. Michael B. Kaplan
Foreign Representatives: James Drury and Paul Pretlove, as the
Appointed Receivers of Hector DAO
LM Business Centre, Fish Lock Road
4571
Road Town, Tortola
British Virgin Islands
Foreign
Representatives'
Counsel: Daniel M. Stolz, Esq.
Donald W. Clarke, Esq.
GENOVA BURNS LLC
110 Allen Rd., Suite 304
Basking Ridge NJ 07920
Tel: (973) 230-2095
E-mail: dstolz@genovaburns.com
dclarke@genovaburns.com
- and -
David J. Molton, Esq.
Gerard T. Cicero, Esq.
BROWN RUDNICK LLP
Seven Times Square
New York, NY 10036
Tel: (212) 209-4800
Fax: (212) 209-4801
E-mail: dmolton@brownrudnick.com
gcicero@brownrudnick.com
- and -
Stephen D. Palley, Esq.
601 Thirteenth Street NW Suite 600
Washington, D.C. 20005
Tel: (202) 536-1766
Fax: (617) 289-0766
E-mail: spalley@brownrudnick.com
- and -
Michael W. Reining, Esq.
One Financial Center
Boston, MA 02111
Tel: (617) 856-8200
Fax: (617) 856-8201
E-mail: mreining@brownrudnick.com
Estimated Assets: Unknown
Estimated Debt: Unknown
A full-text copy of the Chapter 15 petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/2JH7JGQ/Hector_DAO__njbke-24-16067__0001.0.pdf?mcid=tGE4TAMA
HEYWOOD HEALTHCARE: Court OKs Cash Collateral Access Thru July 12
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Central Division, authorized Heywood Healthcare, Inc. and
affiliates to continue using cash collateral on an interim basis,
through July 12, 2024.
As previously reported by the Troubled Company Reporter, the
Debtors require access to their cash collateral to fund the ongoing
operating expenses of the other Debtors during the Chapter 11
Cases.
The Debtors, the Massachusetts Development Finance Agency and U.S.
Bank Trust Company, National Association, as successor in interest
to U.S. Bank National Association, as trustee, are party to three
loan and trust agreements, each dated as of November 1,2019,
providing a bond facility, pursuant to which the Issuer issued the
following three series of bonds: (a) the Series 2019A Bonds in an
aggregate principal amount of $28.350 million, (b) the Series
2019B-1 Bonds in an aggregate principal amount of $10.525 million,
and (c) the Series 2019B-2 Bonds in an aggregate principal amount
of $11 million. Pursuant to the Prepetition LTAs, the Issuer loaned
the proceeds of the Series 2019 Bonds to the Debtors to, among
other things, refinance pre-existing bond debt obligations and
finance the construction, improvement, renovation and/or equipping
of the Debtors' health facilities. In connection with each of the
Series 2019 Bonds, the Debtors entered into a corresponding
continuing covenant agreement, each dated as of November 1, 2019
with Siemens Public, Inc., pursuant to which the Bondholder
purchased the applicable Series 2019 Bond and became the sole
registered and beneficial owner of such bond.
Separate from their bond debt obligations, the Debtors are also
party to the Loan Agreement, dated as of April 12, 2022 with
Siemens Financial Services, Inc., pursuant to which SFS provided
the Debtors with a term loan in the aggregate principal amount of
$10 million. The Prepetition Notes, together with the Prepetition
LTAs, the Series 2019 Bonds, the CCAs, the Master Indenture, the
Siemens Loan Agreement, and together with all other agreements,
documents, and instruments executed and/or delivered with, to or in
favor of the Prepetition Secured Parties.
The Debtors' obligations owing to the Bondholder and SFS are
evidenced and secured by the Debtors' obligations under the Master
Trust Indenture, dated as of November 1, 2019, by and among the
Debtors and U.S. Bank Trust Company, National Association,
successor in interest to U.S. Bank National Association.
U.S. Bank Trust Company, National Association, as Master Trustee,
Siemens Public, Inc., and Siemens Financial Services, Inc. assert a
potential interest in the cash collateral.
As of the Petition Date, the Debtors' prepetition secured
indebtedness includes approximately $71 million in funded debt held
by third-party lenders.
As adequate protection, the Prepetition Secured Parties were
granted valid and perfected postpetition replacement security
interests in and liens upon the Prepetition Collateral.
Subject only to the Carve Out and the Permitted Liens, the
Prepetition Secured Parties were granted allowed administrative
expense claims and allowed superpriority administrative expense
claims pursuant to 11 U.S.C. Sections 503(b), 507(a), and 507(b).
A copy of the order is available at https://urlcurt.com/u?l=RRPQF6
from PacerMonitor.com.
About Heywood Healthcare, Inc.
Heywood Healthcare, Inc. is a non-profit community-owned hospital
licensed for 134 bed hospital, located in Gardner, Massachusetts.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Lead Case No. 23-40817) on October
1, 2023. In the petition signed by Thomas Sullivan, co-chief
executive officer, the Debtor disclosed up to $500,000 in both
assets and liabilities.
Judge Elizabeth D. Katz oversees the case.
John M. Flick, Esq., at Flick Law Group, PC, represents the Debtor
as legal counsel.
HODGSON MILL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Hodgson Mill Corporation
22 Hamilton Way
Castleton NY 12033
Case No.: 24-10702
Business Description: The Debtor is a merchant wholesaler of
grocery and related products.
Chapter 11 Petition Date: June 18, 2024
Court: United States Bankruptcy Court
Northern District of New York
Debtor's Counsel: Peter A. Pastore, Esq.
O'CONNELL & ARONOWITZ, P.C.
54 State Street, 9th FL
Albany NY 12207
Tel: 518-462-5601
E-mail: PaPastore@oalaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dan Ratner 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/4ETFZBQ/Hodgson_Mill_Corporation__nynbke-24-10702__0001.0.pdf?mcid=tGE4TAMA
IMERI ENTERPRISES: Wins Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized Imeri Enterprises Inc. to use cash
collateral, on an interim basis, in accordance with the budget.
Customers Bank; Home Tax Solutions, LLC and/or Tax CORE Lending,
LLC; and Avenue Tax Remittance Department, will continue to have
the same liens, encumbrances and security interests in the cash
collateral generated or created post filing, plus all proceeds,
products, accounts, or profits thereof, as existed prior to the
filing date.
The Debtor is directed to provide to the Lenders copies of all
insurance policies currently in force, and further continue to keep
all collateral of the Lenders fully insured against all loss, peril
and hazard with substantially similar coverage as in the past.
The Adequate Protection Liens are subject and subordinate to a
carve-out of funds for all fees required to be paid to: (i) the
Clerk of the Bankruptcy Court, (ii) the Office of the United States
Trustee pursuant to 28 U.S.C. section 1930(a), if any, (iii) all
reasonable fees and expenses incurred by a trustee, if any, under
11 U.S.C. section 726(b) in an amount not exceeding $15,000, and
(iv) all fees and expenses of the Subchapter V Trustee approved by
the Court. However, the Carve Out will not be construed as a claim
against either of the Lenders nor as a lien or other encumbrance on
any of the Debtor's real property or tangible personal property.
A copy of the order is available at https://urlcurt.com/u?l=JEtRNF
from PacerMonitor.com.
About Imeri Enterprises
Imeri Enterprises, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 24-32106) on May
6, 2024, with $1 million to $10 million in both assets and
liabilities. Isen Imeri, president, signed the petition.
Judge Eduardo V. Rodriguez presides over the case.
Reese Baker, Esq., at Baker & Associates represents the Debtor as
legal counsel.
IN HOME PROGRAM: Seeks Cash Collateral Access
---------------------------------------------
In Home Program, Inc. dba MARSCare asks the U.S. Bankruptcy Court
for the Eastern District of Pennsylvania for authority to use cash
collateral and provide adequate protection.
The Debtor requires the use of cash collateral to continue its
operations and pay its employees.
The Debtor's next payroll is scheduled to occur on June 13,2024. As
of the Petition Date, the Debtor estimates that it owes its
employees approximately $86,436 in unpaid, pre-petition, gross
wages accruing from June 2, 2024 through June 8,2024 and another
roughly $25,000 accruing from June 9, 2024 through June 10, 2024.
Prior to the Petition Date, the Debtor had approximately 149
employees (including skilled nurses, non-skilled workers and
administrative staff), and pays approximately (on average) $150,698
in gross payroll per week.
Wilmington First Savings Bank, FSB provided a line of credit to the
Debtor in the principal amount of $500,000. This loan is secured by
a lien on all of the Debtor's assets. As of the Petition Date, the
Debtor owes approximately $495,000 on account of this loan.
The Debtor submits that McKesson Corp, for itself and collateral
agent for its affiliates has a UCC-1 against the Debtor but is
currently not owed any money.
The Debtor proposes to provide adequate protection to the Lender,
and any other party asserting a lien on cash or accounts, in the
form of a replacement lien of the same extent, priority and
validity as existed pre-petition.
A copy of the motion is available at https://urlcurt.com/u?l=3z0Ygd
from PacerMonitor.com.
About In Home Program, Inc.
In Home Program, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-11991-amc) on
June 10, 2024.
In the petition signed by David Hatooka, president, the Debtor
disclosed up to $1 million in both assets and liabilities.
Albert A. Ciardi, III, Esq., at Ciardi Ciardi & Astin, represents
the Debtor as legal counsel.
INCA ONE: Default Loan Payment Prompts CCAA Filing; FTI as Monitor
------------------------------------------------------------------
Inca One Gold Corp. (TSXV:INCA) (OTCQB:INCAF) (Frankfurt:SU92)
sought and obtained an order dated for creditor protection
("Initial Order") from the Supreme Court of British Columbia
pursuant to the Companies' Creditors Arrangement Act ("CCAA").
The decision to commence CCAA proceedings was made after careful
consideration of the Company's financial position as a result of
OCIM Precious Metals' ("OCIM") decision to issue a default notice
related to a missed gold loan payment due pursuant to the Company's
gold prepayment facility. On May 23, 2024, OCIM delivered a notice
of intention to enforce its security in both Canada and Peru.
The Initial Order includes, among other things: (i) a 10 day stay
of proceedings in favour of the Company; and (ii) the appointment
of FTI Consulting Canada Inc. as monitor ("Monitor") of the
Company.
The board of directors of the Company will remain in place and
management will remain responsible for the day-to-day operations of
the Company, under the general oversight of the Monitor. The
Company's subsidiaries remain unaffected and the Company is
committed to take all steps necessary to protect and preserve the
value of its business and property.
Additional information regarding the CCAA proceeding can be found
on the Monitor's website at
http://cfcanada.fticonsulting.com/incaone.
The Monitor can be reached at:
FTI Consulting Canada Ltd.
Att: Tom Powell
Mike Clark
701 West Georgia Street
Suite 1450, PO Box 10089
Vancouver, BC V7Y 1B6
Tel.: 833-819-4488
Email: tom.powell@fticonsulting.com
Mike.Clark@fticonsulting.com
Counsel for the Monitor:
DLA Piper (Canada) LLP
Attn: Colin D. Brousson
Danis Yang
Suite 2700 - 1133 Melville Street
Vancouver, BC V6E 4E5
Tel.: 604-643-6400
Email: colin.brousson@ca.dlapiper.com
dannis.yang@ca.dlapiper.com
Counsel for the Companies:
Bridgehouse Law
Attn: Ritchie Clark, K.C.
Benjamin La Borie
9th Floor, 900 West Hastings St.
Vancouver, BC V6C 1E5,
Tel.: 604-336-8344
236-521-6150
Email: rclark@bridgehouselaw.ca
blaborie@bridgehouselaw.ca
Counsel for OCIM:
Dentons Canada LLP
Attn: Robert J. Kennedy
Eamonn Watson
250 Howe St 20th floor
Vancouver, BC V6C 3R8
Tel. 416-367-6756
604-629-4997
Email: robert.kennedy@dentons.com
eamonn.watson@dentons.com
Inca One Gold Corp. -- https://www.incaone.com/ -- is an
established gold producer operating two permitted, gold mineral
processing facilities in Peru.
INDUSTRIAL SCREW: Court OKs Deal on Cash Collateral Access
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, authorized Industrial Screw Conveyors, Inc. to use
cash collateral on an interim basis in accordance with its
agreement with First Guaranty Bank and ISC Manufacturing, LLC.
The Debtor requires the use of cash collateral to pay only the
ordinary and necessary operating expenses of the Debtor for the
period of the Petition Date through and including 11:59 p.m. on
July 24, 2024.
The Parties have agreed to an extension of the Termination Date
through and including July 24, 2024.
As adequate protection in accordance with 11 U.S.C. Sections 362(d)
and 363(e), the Debtor will continue to:
(a) Pay to First Guaranty Bank on May 10, 2024 and no later than
the 10th day of each successive month the amount of $41,077 as
adequate protection to be applied to debt service;
(b) Pay to First Guaranty Bank on May 10, 2024 and not later than
the 10th day of each successive month the additional amount of
$21,977, pursuant to 11 U.S.C. Section 362(d)(3)(b), to be applied
to debt service; and
(c) Provided the Debtor timely makes each of the payments required,
and otherwise is in full compliance with the terms of the Order,
the Debtor and ISC are permitted to spend up to $50,000 from the
First Guaranty Bank Collateral to make responsible and necessary
repairs to FGB's collateral, which is currently being used by ISC;
however, such expenditure will not reduce monthly payments to FGB
under the Order.
Unless otherwise agreed to in writing by FGB, the Debtor's right to
use cash collateral will expire on the earlier of: (a) the
Termination Date, unless extended by the terms of the Order, or
separate Order of the Court; (b) an Event of Default; or (c) the
Court entering a subsequent order terminating the Debtor's rights
to use cash collateral.
These events constitute an "Event of Default":
(1) Seven calendar-days following either of the Secured Lender's
delivery of a notice (either written or via e-mail) of a breach by
the Debtor of any obligations under this Order, which breach
remains uncured at the end of such seven calendar-day notice
period;
(2) The failure to make any payment timely to Secured Lender,
required by the Order, as and when due, and such non-payment
continues for a period of five calendar days following the due
date;
(3) Conversion of the Debtor's chapter 11 case to a case under
chapter 7 of the Bankruptcy Code;
(4) The appointment of a chapter 11 trustee or receiver under the
Bankruptcy Code;
(5) The entry of any order modifying, reversing, revoking, staying,
rescinding, vacating or amending the Order without the express
prior written consent of the Secured Lender (and no such consent
will be implied from any action, inaction, course of conduct or
acquiescence by the Secured Lender );
(6) The closing of a sale of all or substantially all of the
Debtor's assets;
(7) The lifting of the automatic stay for any other party other
than the Secured Lender authorizing such party to proceed directly
against the Collateral, or entry of a final order by the bankruptcy
court authorizing any party to foreclose or otherwise enforce any
lien or other right such other party may have in and to the
Property and/or any part of the Collateral.
A further hearing on the matter is set for July 24 at 9:30 a.m.
A copy of the order is available at https://urlcurt.com/u?l=xF2Aed
from PacerMonitor.com.
About Industrial Screw Conveyors
Industrial Screw Conveyors, Inc. is a single asset real estate. Its
business is located at 4133 Conveyor Drive, Burleson, Texas.
Industrial Screw Conveyors filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No.
23-30228) on Feb. 7, 2023, with $1 million to $10 million in assets
and $10 million to $50 million in liabilities. William A. Hartley,
president of Industrial Screw Conveyors, signed the petition.
Judge Scott W. Everett oversees the case.
The Debtor is represented by Hayward, PLLC.
INGRAM MICRO: S&P Alters Outlook to Positive, Affirms 'BB-' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on Ingram Micro Inc. to
positive from stable and affirmed its 'BB-' issuer credit rating.
The positive outlook reflects S&P's expectation that Ingram Micro
will continue to reduce leverage over the next 12-18 months while
growing its top line, supported by a recovery in demand at its
Commercial and Consumer segment.
S&P said, "Ingram Micro has reduced leverage significantly over the
past 24 months, and we expect further deleveraging in 2024. Despite
flat absolute EBITDA in fiscal 2023 following IT spending
headwinds, Ingram Micro reduced leverage from about 4.4x in 2022 to
4.1x as of its most recent fiscal quarter. While cash flow was
negative over this period, Ingram Micro was able to deleverage
through sizable debt repayments supported by its CLS divestiture
and cash on hand. In aggregate, since 2022 the company has repaid a
total of $1.3 billion in debt, and we expect additional debt
repayment in 2024, supported by improved cash flow. For fiscal 2024
we also forecast the company to generate between $300 million and
$400 million of free operating cash flow (FOCF), the bulk of which
it will apply towards outstanding debt. Consequently, by year end
we project adjusted debt balances to be near $4.9 billion and
leverage near 4.0x.
"We expect revenue growth to inflect in fiscal 2024 driven by a
recovery in Commercial and Consumer product demand. Following muted
sales activity in 2022 and 2023 arising from inventory digestion
headwinds and a slowdown in broader IT spending, we forecast
revenue growth to rebound modestly this year, growing in the
low-single digits. PC demand, specifically, is likely to improve in
the second half of 2024 due to both Windows 12 operating system
upgrades and planned technology refreshes for enterprise customers
slated for later this year. Furthermore, we expect AI PC releases
from original equipment manufacturers (OEMs) to generate additional
business tailwinds for the IT distributor. While we expect
incremental benefits from AI PCs to be limited this year given the
relative nascency of this technology, we anticipate more meaningful
revenue and margin gains in 2025 and beyond."
In recent years, Ingram Micro has also done well in continually
diversifying its revenue mix. From 2020 to 2023 the company's
Advanced Solution business, which focuses on enterprise grade
products including servers and storage, networking, infrastructure
hardware and software (covering system management, network and
storage), hybrid and software-defined solutions, cybersecurity,
power & cooling and virtualization (software and hardware)
solutions, grew from 27% to 37%. While Commercial and Consumer
remains the company's flagship product line, S&P views this shift
in revenue favorably considering the less cyclical and higher
margin nature of the Advanced Solutions business.
The positive outlook reflects S&P's expectation that Ingram Micro
will continue to reduce leverage over the next 12-18 months while
growing its top line, supported by a recovery in Commercial and
Consumer demand.
INOTIV INC: CCO Adrian Hardy Discloses Stake
--------------------------------------------
Adrian Hardy, Chief Commercial Officer of Inotiv, Inc., filed a
Form 3 Report with the U.S. Securities and Exchange Commission,
disclosing beneficial ownership of 13,420 shares of common stock in
the Company.
Additionally, Mr. Hardy reported ownership of derivative securities
in the form of employee stock options to purchase 355,780 shares of
the Company's common stock, exercisable until June 3, 2029, at a
price of $9.93 per share.
Mr. Hardy also reported beneficial ownership of employee stock
options to purchase 2,188 shares of common stock, exercisable until
December 15, 2033, at a price of $3.09 per share. These stock
options become exercisable with respect to 876 shares on December
15, 2024, 656 shares on December 15, 2025, and 656 shares on
December 15, 2026, subject to continued employment.
A full-text copy of the Form 3 Report is available at:
https://www.sec.gov/Archives/edgar/data/720154/000106299324012304/xslF345X02/form3.xml
About Inotiv
West Lafayette, Ind.-based Inotiv, Inc. and its subsidiaries
comprise a leading contract research organization dedicated to
providing nonclinical and analytical drug discovery and development
services to the pharmaceutical and medical device industries and
selling a range of research-quality animals and diets to the same
industries as well as academia and government clients.
As of March 31, 2024, the Company has $815,378,000 in total assets,
$608,216,000 in total liabilities, and total stockholders' equity
and noncontrolling interest of $207,162,000.
The Company cautioned in its quarterly report on Form 10-Q for the
period ended March 31, 2024, that there is substantial doubt about
the Company's ability to continue as a going concern and that the
Company is operating under these conditions may adversely affect
the Company's stock price, its ability to raise capital, its
ability to comply with its Credit Agreement and its normal business
operations, among other implications.
JAGUAR HEALTH: Iliad Research, 3 Others Report 6.12% Equity Stake
-----------------------------------------------------------------
Iliad Research and Trading, LP, Iliad Management, LLC, Fife
Trading, Inc., and John M. Fife disclosed in a Schedule 13G/A
Report filed with the U.S. Securities and Exchange Commission that
as of June 10, 2024, they beneficially owned 393,700 shares of
Jaguar Health, Inc.'s common stock, representing 6.12 percent based
on the 6,431,830 shares outstanding on June 5, 2024.
A full-text copy of the Iliad Research's Report is available at:
https://www.sec.gov/Archives/edgar/data/1462830/000156761924000335/doc1.htm
About Jaguar Health
Jaguar Health, Inc. -- http://www.jaguar.health/-- is a commercial
stage pharmaceuticals company focused on developing novel,
sustainably derived gastrointestinal products on a global basis.
The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc.,
focuses on developing and commercializing proprietary human
gastrointestinal pharmaceuticals for the global marketplace
fromplants used traditionally in rainforest areas. Its Mytesi
(crofelemer) product is approved by the U.S. FDA for the
symptomatic relief of noninfectious diarrhea in adults with
HIV/AIDS on antiretroviral therapy.
As of December 31, 2023, the Company had $50.8 million in total
assets, $45.9 million in total liabilities, and $4.9 million in
total stockholders' equity.
Larkspur, California-based RBSM, LLP, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
April 1, 2024, citing that the Company has an accumulated deficit,
recurring losses, and expects continuing future losses. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
JL TEXAS PALLETS: Files Emergency Bid to Use Cash Collateral
------------------------------------------------------------
JL Texas Pallets & Logistics LLC asks the U.S. Bankruptcy Court for
the Southern District of Texas, Houston Division, for authority to
use cash collateral in accordance with the budget, with a 5%
variance.
The Debtor depends on the use of cash collateral for materials,
payroll, and general operating expenses. Revenue is generated
through the Debtor's pallet manufacturing operation.
A search in the Texas Secretary of State, conducted on June 10,
2024 and attached as Exhibit B, shows that allegedly secured
positions are held by:
1- Targeted Lease Capital (UCC Filing No. 21-0049812340 (Equipment
Only))
2- Ascentium Capital (UCC Filing No. 22-0003449539 (Equipment
Only))
3- Targeted Lending Co. LLC (UCC Filing No. 22-0027016868
(Equipment Only))
4- PNC Bank (UCC Filing No. 22-0041314138 (Equipment Only))
5- East Montgomery County Economic Development (UCC filing No.
23-0002639035 (Blanket Lien))
6- Unknown Creditor (UCC filing No. 23-0023338276 (Equipment
Only))
7- Secured Lender Solutions (UCC Filing No. 23-0029344916 (Blanket
Lien))
8- Millstone Funding (UCC Filing No. 23-0043041219 (Blanket Lien))
Emergency consideration is requested because the Debtor depends on
the use of cash collateral for payroll, maintenance, supplies, and
general operating expenses. If the Debtor is unable to use cash
collateral, it will be forced to cease operations.
A copy of the motion is available at https://urlcurt.com/u?l=lRrS9c
from PacerMonitor.com.
About JL Texas Pallets & Logistics LLC
JL Texas Pallets & Logistics LLC is a new pallet manufacturer. The
Debtor sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. S. D. Tex. Case No. 24-30802) on February 28, 2024. In
the petition signed by Jerry Marshal, JSM member, the Debtor
disclosed $275,185 in total assets and $1,425,750 in total debts.
Judge Jeffrey P. Norman oversees the case.
Robert C. Lane, Esq., at the Lane Law Firm, represents the Debtor
as legal counsel.
JL TEXAS PALLETS: Wins Cash Collateral Access Thru June 27
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized JL Texas Pallets & Logistics, LLC to
use cash collateral, on an interim basis, through June 27, 2024.
As adequate protection for the use of cash collateral, Targeted
Lease Capital, Ascentium Capital, PNC Bank, East Montgomery County
Economic Development, Unknown Creditor, Secured Lender Solutions
and the Millstone Funding, are granted replacement liens on all
post-petition cash collateral and post-petition acquired property
to the same extent and priority they possessed as of the Petition
Date only as to the diminution in value of their lien, if any.
Banks or Financial Institutions are immediately directed to
unfreeze any debtor bank or financial accounts and allow the debtor
immediate access to any funds so frozen.
The Debtor will maintain or acquire insurance on all insurable
assets to their fair market value.
An interim hearing on the matter is set for June 28 at 9:30 a.m.
A copy of the order is available at https://urlcurt.com/u?l=2rkg2U
from PacerMonitor.com.
About JL Texas Pallets & Logistics LLC
JL Texas Pallets & Logistics LLC is a new pallet manufacturer. The
Debtor sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. S. D. Tex. Case No. 24-30802) on February 28, 2024. In
the petition signed by Jerry Marshal, JSM member, the Debtor
disclosed $275,185 in total assets and $1,425,750 in total debts.
Judge Jeffrey P. Norman oversees the case.
Robert C. Lane, Esq., at the Lane Law Firm, represents the Debtor
as legal counsel.
KRONOS ACQUISITION: Moody's Rates New $925MM Secured Term Loan 'B2'
-------------------------------------------------------------------
Moody's Ratings has assigned B2 rating to Kronos Acquisition
Holdings Inc.'s (Kronos) proposed new $925 million backed senior
secured first lien term loan. Moody's also affirmed Kronos' B3
corporate family rating and its B3-PD probability of default
rating. The existing B2 senior secured first lien notes, B2 senior
secured first lien bank credit facility and Caa2 senior unsecured
notes rating have been reviewed in the rating committee and remain
unchanged. The rating outlook is maintained at stable.
Kronos is seeking to raise $1.9 billion of new debt, comprising of
$925 million first lien term loan, $500 million secured debt and
$500 million unsecured debt. The new debt issuance, together with
the proceeds from the sale of its Auto business ($850 million less
taxes), will be used to redeem the existing debt totaling $2.1
billion, pay a one-time sizable dividend, and pay transaction fees.
Upon the closing of the refinancing transaction and full repayment
of the existing debt, the ratings on the existing first lien term
loan, secured notes and unsecured notes will be withdrawn.
The assigned ratings are subject to review of final documentation
and capital structure and no material change to terms and
conditions of the transaction as advised to Moody's.
"The B3 reflects Kronos' strong market presence in the pool
sanitizing and household cleaning product segments and growth
opportunities from its pool business. It also incorporates the
company's aggressive financial policy stance with Moody's adjusted
debt/ EBITDA increasing toward 7x following the disposal of its
Auto division and dividend distribution to equity owners." said
Moody's analyst Dion Bate.
RATINGS RATIONALE
Kronos' rating is constrained by: (1) its high pro forma debt /
EBITDA of 6.9x for 2024 which is expected to reduce to 6.5x by end
2025; (2) low organic growth in mature markets and product
categories; (3) limited product diversity across two product
categories; and (4) Kronos' ownership by a private equity firm,
which has a history of aggressive financial policies that are more
favorable to shareholders.
Kronos' rating benefits from: (1) its moderate scale with revenue
of $1.5 billion; (2) good brand recognition with a sizable share of
the US private label bleach market and good market positions in
swimming pool additives; (3) relatively high EBITDA margins of
around 20%; and (4) track record of deleveraging following dividend
distributions.
The stable outlook reflects Moody's expectation that Kronos will
maintain its solid market position and will be able to leverage off
its production capacity at its newly built Lake Charles facility
(produces Trichlor, a key ingredient used in its pool products) to
recapture lost pool revenue. Moody's expects Kronos' debt/EBITDA to
be maintained below 7x over the next 12 to 18 months.
Kronos has good liquidity. The company's sources of liquidity will
total up to $365 million for the next twelve months to June 2025
and will be available to fund mandatory term loan repayments of
about $9 million and seasonal working capital requirements, which
tend to have high outflows in the first and second quarter of up to
$120 million with inflows mostly in the 3rd quarter. Kronos'
liquidity will be supported by pro forma cash of around $40
million, Moody's expectation of modest free cash flow generation to
June 2025 and full availability under its original $325 million
asset-based lending (ABL) revolver expiring November 2027, subject
to a borrowing base. Kronos does not have to comply with any
financial covenants unless ABL availability falls below $22.5
million or 10% of the borrowing base, which mandates compliance
with a minimum fixed charge coverage ratio of 1x. Moody's does not
expect this covenant to be applicable in the next four quarters.
Kronos has limited ability to generate liquidity from asset sales
because its assets are encumbered.
Kronos proposed debt structure has three classes of debt: (1) an
unrated $325 million asset backed lending (ABL) revolver, which
benefits from a first priority lien on accounts receivable and
inventory and a second priority lien on PP&E, (2) B2 rated $925
million first lien term loan due 2031 and $500 million senior
secured debt, which rank below the revolver as they have second
priority liens on accounts receivable and inventory and first
priority liens on PP&E, and benefit from loss absorption cushion
provided by the senior unsecured notes, and (3) $500 million senior
unsecured debt, which are subordinated to the first lien
facilities. All three classes of debt are guaranteed by all
material US operating subsidiaries.
Marketing terms for the new credit facilities (final terms may
differ materially) include the following: Incremental pari passu
debt capacity up to the greater of $310 million and 100% of
consolidated EBITDA, plus unlimited amounts subject to the greater
of 4.65x first lien net leverage ratio and leverage neutral
incurrence. There is an inside maturity sublimit up to 250% of the
Closing Date EBITDA, along with any debt incurred in reliance on
the reallocated general debt basket and to finance any acquisition
or other permitted investment. The credit agreement is expected to
include "Chewy", "J. Crew" and "Serta" protective provisions.
Amounts up to 100% of unused capacity from certain RP carve-outs
may be reallocated to incur debt.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if management demonstrates a longer
track record of maintaining more conservative financial policies;
sustains adjusted Debt/EBITDA below 5.5x; and maintains good
liquidity.
The ratings could be downgraded if adjusted Debt/EBITDA is
sustainably above 7x; liquidity deteriorates materially, because of
negative free cash flow generation on a consistent basis; or
additional leveraging acquisitions or paying a leveraging dividend
to its private owner.
The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.
Kronos (doing business as KIK Consumer Products) is headquartered
in Concord, Ontario, Canada and operates in two separate businesses
segments — (1) Household — a manufacturer of US private label
bleach and cleaning products; and (2) Pool — a manufacturer of
pool and spa water treatment products. Kronos is owned by
affiliates of Centerbridge Partners, L.P., a private equity firm,
and minority investors.
KUMAS HOLDINGS: Seeks Cash Collateral Access
--------------------------------------------
Kumas Holdings, LLC asks the U.S. Bankruptcy Court for the Northern
District of Illinois, Eastern Division, for authority to use cash
collateral and provide adequate protection.
Specifically, the Debtor requests that the authorize it to use
certain cash and cash equivalents that allegedly serve as
collateral for claims asserted against the Debtor and its property
by the United States Small Business Administration.
The SBA indebtedness arises from an "Economic Injury Disaster Loan"
extended to the Debtor as a result of the COVID pandemic. The
balance due on the EIDL Loan is approximately $845,000.
The general economic conditions facing small businesses, especially
those involved in the restaurant industry, coupled with ongoing
cash flow problems were the triggering events for the filing of the
Chapter 11 case.
The Debtor projects that it can generate more than sufficient cash
flow from the collection of management fees from the Kuma's
restaurants to cover all the Cash Collateral Expenses itemized in
the Budget.
The Debtor requires the use of cash collateral to pay the actual,
necessary and ordinary expenses to maintain the Debtor's business.
The Debtor proposes to use cash collateral and provide adequate
protection to the SBA upon the following terms and conditions:
A) The Debtor will permit the SBA to inspect, upon reasonable
notice, within reasonable hours, the Debtor's books and records;
B) The Debtor will maintain and pay premiums for insurance to cover
all of its assets from fire, theft and water damage;
C) The Debtor will, upon reasonable request, make available to the
SBA evidence of that which purportedly constitutes its collateral
or proceeds;
D) The Debtor will properly maintain its assets in good repair and
properly manage the business; and
E) The SBA will be granted valid, perfected, enforceable security
interests in and to Debtor’s post-petition assets, including all
proceeds and products which are now or hereafter become property of
this estate to the extent and priority of its alleged pre-petition
liens, if valid, but only to the extent of any diminution in the
value of such assets during the period from the commencement of the
Debtor's Chapter 11 case through the next hearing on the use of
cash collateral.
A copy of the motion is available at https://urlcurt.com/u?l=cENawj
from PacerMonitor.com.
About Kumas Holdings, LLC
Kumas Holdings, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-08599) on June 11,
2024. In the petition signed by Ronald R. Cain, managing member,
the Debtor disclosed up to $100,000 in assets and $10 million in
liabilities.
Judge Deborah L. Thorne oversees the case.
David K. Welch, Esq., at BURKE, WARREN, MACKAY & SERRITELLA, P.C.,
represents the Debtor as legal counsel.
LEWISBERRY PARTNERS: Wins Cash Collateral Access Thru Sept 30
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized Lewisberry Partners, LLC to use cash collateral, on an
interim basis, in accordance with the budget, with a 10% variance,
through September 30, 2024.
U.S. Bank Trust National Association, not in its individual
capacity but solely as trustee of HOF Grantor Trust 1 (Lender) has
alleged liens and security interests in the assets of the Debtor,
including but not limited to its rents cash.
Lender asserts that it has properly perfected liens on its
collateral at the commencement of the case.
As adequate protection for use of the Lender's cash collateral from
the Petition Date forward, the Lender is granted Replacement Liens
under 11 U.S.C. Section 361(2) to the same extent and priority
existing on the Petition Date.
To the extent the adequate protection provided proves insufficient
to protect Lender's interests in and to the cash collateral, Lender
will have a super-priority administrative expense claim, pursuant
to 11 U.S.C. Section 507(b), senior to any and all claims against
the Debtor under 11 U.S.C. Section 507(a), whether in this
proceeding or in any superseding proceeding, excluding U.S. Trustee
fees.
A further hearing on the matter is set for September 25 at 9:30
a.m.
A copy of the order is available at https://urlcurt.com/u?l=69BAJ0
from PacerMonitor.com.
About Lewisberry Partners
Lewisberry Partners is primarily engaged in leasing buildings,
dwellings, or other real estate property to others.
Lewisberry Partners, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No.
24-11496) on May 2, 2024, listing $1 million to $10 million in both
assets and liabilities. The petition was signed by Richard J. Puleo
as managing member.
Judge Patricia M. Mayer presides over the case.
Albert A. Ciardi, III, Esq. at CIARDI CIARDI AND ASTIN represents
the Debtor as counsel.
LONE STAR: Court OKs Interim Cash Collateral Access
---------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas,
Sherman Division, authorized Lone Star Logistics and Delivery, LLC
to use cash collateral, on an interim basis, in accordance with the
budget, with a 10% variance.
The Debtor's primary secured creditors are Headway Capital, LLC,
Highland Hill Capital, LLC, National Funding, Inc., and RD Capital
Funding, LLC (d/b/a FinTap).
The Secured Lenders assert that they are secured in substantially
all the Debtor's Equipment, Inventory, and Accounts.
As adequate protection of the Secured Lenders' interest, if any, in
the cash collateral, to the extent of any diminution in value from
the use of the Collateral the Court grants the Secured Lenders
like-kind replacement security liens on all of the Debtor's
Accounts and equipment, whether such property was acquired before
or after the Petition Date.
The Replacement Liens will be of the exact same validity, priority,
and extent as the pre-petition liens held by each respective
Secured Lender.
The Replacement Liens will be equal to the aggregate diminution in
value of the respective Collateral, if any, that occurs from and
after the Petition Date. The Replacement Liens will be of the same
validity and priority as the liens of the Secured Lenders on their
prepetition Collateral.
The Replacements Liens will be subject and subordinate to: (a)
professional fees and expenses of the attorneys, financial advisors
and other professionals retained by any statutory committee if and
when one is appointed; and (b) any and all fees payable to the
United States Trustee pursuant to 28 U.S.C. section 1930(a)(6), the
Subchapter V Trustee, and the Clerk of the Bankruptcy Court.
The Debtor's right to use cash collateral under the Interim Order
will commence on the date of entry of the Interim Order and expire
on the earlier of: (a) the entry of a subsequent interim cash
collateral order; or (b) the entry of a Final Order.
A copy of the order is available at https://urlcurt.com/u?l=sALI8G
from PacerMonitor.com.
About Lone Star Logistics and Delivery, LLC
Lone Star Logistics and Delivery, LLC sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No.
24-41357) on June 7, 2024. In the petition signed by Brian Anthony
Blackmire, director and owner, the Debtor disclosed up to $1
million in both assets and liabilities.
Judge Brenda T. Rhoades oversees the case.
Michael S. Mitchell, Esq., at DeMarco Mitchell, PLLC, represents
the Debtor as legal counsel.
MAGENTA BUYER: Moody's Cuts CFR to Caa2 & Alters Outlook to Neg.
----------------------------------------------------------------
Moody's Ratings downgraded Magenta Buyer LLC's (McAfee Enterprise)
Corporate Family Rating to Caa2 from B3. The downgrade reflects
weakening liquidity and uncertainty over when the company will be
able to generate positive free cash flow, as well as challenges
reversing revenue declines. The downgrade also considers the
increasing potential for a restructuring of the debt. The outlook
changed to negative from stable.
Moody's also downgraded the first lien senior secured bank credit
facility to Caa1 from B2, the second lien senior secured bank
credit facility to Ca from Caa2, and the Probability of Default
Rating (PDR) to Caa2-PD from B3-PD. While Magenta has made
progress reducing the pace of revenue declines and made significant
progress in reducing run rate operating expenses, free cash flow
continues to be significantly negative. Restructuring and
integration expenses are also declining but continue to be a
material drag on cash flow.
RATINGS RATIONALE
Magenta's Caa2 CFR reflects the weak liquidity profile, high
leverage, and challenges stemming from revenue declines since the
separation of McAfee Enterprise as a stand-alone company and the
subsequent acquisition of the FireEye products business
(collectively now doing business under the Trellix brand). Leverage
is around 9x on a Moody's adjusted basis for the twelve months
ended March 2024, but about 7x excluding certain restructuring and
integration costs. Leverage including pro forma run rate cost
savings is even lower. Moody's expects leverage to trend below 8x
in the next 12-18 months driven by reduction of restructuring and
integration costs and realization of earlier cost improvement
actions. While the company has strong market positions in endpoint,
network, email and cloud security, Magenta continues to face
challenges from existing and new market entrants. Moody's expects
growth to be flat to moderately down over the next 12 to 18 months
due to competitive pressures and the continuing transition from a
license to a subscription based model.
Magenta benefits from its large scale, diverse enterprise customer
base with long-term relationships, and one of the broadest suites
of security software products. However, declining revenue trends
imply the company is losing market share in segments of the growing
cybersecurity market. Still, Magenta has made significant
investments in recent years in emerging XDR products and other key
areas which has offset some declines from legacy products.
Liquidity is weak based on a cash balance of $55 million as of
March 31, 2024, minimal availability on nearly fully drawn $125
million revolving credit facility, and Moody's expectation of
significant negative free cash flow over the next year. The
revolver contains a springing first lien net leverage covenant,
which Moody's expects Magenta will remain in compliance with over
the next 12 months.
The ESG profile has weakened primarily driven by the governance
components of lingering high leverage, a deteriorating liquidity
profile, and below plan operating performance.
The negative outlook reflects Moody's concerns regarding further
diminishment of liquidity, potential for further revenue declines,
and the possibility of a debt restructuring.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Magenta significantly improves its
liquidity profile (including achieving breakeven free cash flow),
stabilizes revenues, and shows progress in reducing leverage to
below 8x (including Moody's adjustments). The ratings could be
downgraded if liquidity continues to weaken or the company
restructures its debt.
Magenta is a security software company serving both enterprise and
government customers, with approximately $1.6 billion of revenue
for the twelve months ended March 2024. The company is owned by a
consortium of investors led by private equity firm Symphony
Technology Group. The investor group acquired the McAfee Enterprise
business in July 2021. The company subsequently acquired certain
FireEye assets in October 2021.
The principal methodology used in these ratings was Software
published in June 2022.
MASTERBRAND INC: Moody's Assigns First Time Ba2 Corp. Family Rating
-------------------------------------------------------------------
Moody's Ratings assigned a first-time Ba2 corporate family rating
and a Ba2-PD probability of default rating to MasterBrand, Inc.
Moody's also assigned a Ba3 rating to MasterBrand's proposed $700
million senior unsecured notes and a speculative grade liquidity
(SGL) rating of SGL-2. The outlook is stable.
Proceeds from the notes offering will be used, in conjunction with
cash on balance sheet, to repay the outstanding balance of $713
million on the company's term loan A. The company is also entering
into a new $750 million senior secured revolving credit facility,
which will be unrated. At close, the company plans to use a
combination of revolver drawings and cash to fund the previously
announced acquisition of Supreme Cabinetry Brands, Inc. (Supreme)
for about $520 million.
"MasterBrand maintains a conservative credit profile, as evidenced
by low leverage and strong cash flow generation, which helps offset
the cyclical nature of the cabinet business," said Griselda Bisono,
Vice President-Senior Analyst at Moody's. "Moody's expect the
company will repay revolver borrowings with internally generated
cash and reduce leverage back to its target of less than 2x net
debt-to-EBITDA," added Bisono.
RATINGS RATIONALE
MasterBrand's Ba2 CFR reflects the company's prudent financial
policy, including low leverage and strong interest coverage, and
focus on maintaining consistent positive free cash flow. Pro forma
for the Supreme acquisition, debt-to-LTM EBITDA will increase to
2.8x from 2.0x, as of March 31, 2024. Moody's forecasts leverage
to decline to 2.3x by the end of 2024 and 1.6x by the end of 2025,
which incorporates a combination of debt paydown, modest margin
improvement and assumes no additional acquisitions during this
period. The rating is further supported by the company's position
as the market leader for residential cabinets within North America,
with a diverse product and price mix. About 65% of MasterBrand's
sales are derived from the repair and remodel segment, where demand
tends to be less volatile through market cycles as compared with
new housing construction.
These factors are counterbalanced by the company's reliance on The
Home Depot and Lowe's, which collectively represented about 37% of
the company's net sales. While MasterBrand holds a dominant market
position in Home Depot and Lowe's, these retailers are high-volume
purchasers with strong bargaining power, which could negatively
impact the company's sales volumes or margins. The ratings also
consider the highly discretionary nature of cabinets within the
building products spectrum, which tends to create greater
volatility in earnings through cycles.
The SGL-2 speculative grade liquidity rating reflects Moody's
expectation of good liquidity for MasterBrand over the next 12-18
months. Moody's assessment of the company's liquidity incorporates
strong free cash flow generation over that time period, which will
provide flexibility to help repay outstanding borrowings on the
revolver, which are projected to be $443 million at close. Moody's
forecasts considers the full repayment of the revolver by the end
of 2025. Other positive factors include ample cushion under the
financial maintenance covenants of the credit facility, no
near-term debt maturities and limited alternative sources of
liquidity given the company's largely encumbered asset base.
The company's debt capital consists of $700 million of senior
unsecured notes due 2032 and a $750 million senior secured
revolving credit facility due 2029. The Ba3 rating on MasterBrand's
senior unsecured notes, one notch below the Ba2 CFR, results from
their subordination to the company's secured revolver.
The stable outlook reflects Moody's expectation of MasterBrand's
successful integration of the Supreme acquisition, including
driving cost synergies across the portfolio to drive margin
improvement. The stable outlook also reflects Moody's expectation
that the company will continue to maintain a conservative financial
policy, including low leverage and good liquidity.
ESG CONSIDERATIONS
MasterBrand's assigned credit impact score of CIS-3 takes into
consideration environmental and social risks in line with the wider
manufacturing sector, as reflected by the assigned issuer profile
scores of E-3 and S-3, respectively. The company's governance
characteristics are consistent with publicly listed peers,
including a high level of transparency, board independence and a
clearly articulated financial policy. These governance
considerations are reflected in the company's issuer profile score
of G-3.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Due to MasterBrand's exposure to cyclical end markets and
concentration in a highly discretionary product type, Moody's
expects the company to maintain stronger credit metrics than
similarly rated manufacturing peers. A ratings upgrade would
require maintenance of strong liquidity, robust credit metrics,
including Debt-to-EBITDA comfortably below 2.0x, and a demonstrated
track record of adherence to a conservative financial policy. This
includes successful integration of acquisitions and achievement of
synergy goals. A ratings upgrade would also reflect favorable
fundamentals that support demand for residential cabinets. Finally,
a ratings upgrade would reflect a more diversified revenue stream
that reduces the cyclicality of the business.
The ratings could be downgraded should MasterBrand experience a
rise in debt-to-EBITDA sustained above 3.0x or a decline in
adjusted EBITA margin sustained below 10%. The ratings could also
be downgraded if the company experiences a deterioration in
competitive position or liquidity.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
MasterBrand, Inc. is headquartered in Beachwood, Ohio. The company
is leading manufacturer of residential cabinets in North America,
and is exposed to both the new residential as well as repair and
remodel end markets.
MAYJAD CORP: Wins Interim Cash Collateral Access
------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized Mayjad Corporation to use cash
collateral, on an interim basis, in accordance with the budget.
Specifically, the Debtor is authorized to use cash collateral in
which the Illinois Department of Revenue, Byline Bank and other Pre
petition secured lenders assert liens, upon the terms and
conditions until further Order of the Court.
The Debtor is directed to permit the Illinois Department of
Revenue, Byline Bank and other Pre petition secured lenders to
inspect, upon reasonable notice, within reasonable hours, the
Debtor's books and records and maintain and pay premiums for
insurance to cover the Collateral from fire, theft and water
damage.
The Illinois Department of Revenue, Byline Bank and other Pre
petition secured lenders are be granted valid, perfected,
enforceable security interests in and to Debtor's post-petition
assets, including all proceeds and products which are now or
hereafter become property of the estate to the extent and priority
of their alleged pre petition liens, if valid, but only to the
extent of any diminution in the value of such assets during the
period from the commencement of the Debtor's Chapter 11 case
through the next hearing on the use of cash collateral.
Illinois Department of Revenue, Byline Bank and other Pre petition
secured lenders are granted replacement liens, attaching to the
Collateral, but only to the extent of their prepetition liens and
only to the extent of priority that existed on the date of filing.
This order is without prejudice to any future avoidance of the
subordinate liens.
The liens granted are valid, perfected, and enforceable without any
further action by the Debtor and/or the Illinois Department of
Revenue, Byline Bank and other Pre petition secured lenders and
need not be separate documents.
The failure to maintain insurance coverage and pay taxes under as
provided in the Order, and the failure to cure same within 10
business days after notice, will constitute an event of default
under the Cash Collateral Order.
In further return for the Debtor's continued interim use of cash
collateral, the Illinois Department of Revenue, Byline Bank and
other Pre petition secured lenders, are granted adequate protection
for their asserted secured interests in substantially all of the
Debtor's assets, including cash collateral equivalents and the
Debtor's cash and accounts receivable, among other collateral to
the extent and validity as held Pre petition.
A continued hearing on the matter is set for June 26 at 1:15 p.m.
A copy of the order is available at https://urlcurt.com/u?l=6CQIBN
from PacerMonitor.com.
About Mayjad Corporation
Mayjad Corporation sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-07611) on May 22,
2024. In the petition signed by Esperanza Castro, president, the
Debtor disclosed up to $100,000 in assets and up to $500,000 in
liabilities.
Judge Deborah L. Thorne oversees the case.
Ted A. Smith, Esq. represents the Debtor as legal counsel.
MELT BAR: Files Emergency Bid to Use Cash Collateral
----------------------------------------------------
Melt Bar and Grilled, Inc. asks the U.S. Bankruptcy Court for the
Northern District of Ohio for authority to use cash collateral and
provide adequate protection.
The Debtor, founded in 2006, owns and operates four restaurants in
Ohio, employing around 91 people. The company gained national
attention in 2009 and 2010 for its appearances on Food Network and
The Travel Channel programs. In 2010, the Debtor expanded with a
second location in Cleveland Heights and a third in Independence.
In 2011, it opened a centralized headquarters and processing
facility called "the commissary" in Cleveland. In 2012, SBA loans
secured through Huntington National Bank enabled further expansion
plans. The Debtor's growth was halted by the COVID-19 pandemic,
causing the closure of full-service dining and the need for
take-out and delivery. The company received assistance from the SBA
via the Paycheck Protection Program and an EIDL loan, but its net
income was too low to support its debt load, operational expenses,
and lease obligations. The Debtor filed for bankruptcy to shed debt
and return to sustainable debt levels for its immediate survival
and long-term future success.
The Huntington National Bank, the United States of America, Small
Business Administration and US Foods Holdings Corp. and certain
food vendors assert an interest in the Debtor's cash collateral.
The Debtor has several individual loans with HNB. All of the HNB
Loans other than HNB Loan 182 are subject to guaranties in favor of
HNB from the SBA. The total current principal balance on the HNB
Loans is $1.9 million.
The Debtor estimates the current value of the Collateral in
possession and/or use by the Debtor securing the HNB Loans is
estimated to be $424,916, including $34,609 in food inventory,
$250,500 in equipment and other personal property, and $16, 419 in
cash or accounts receivable, without limitation.
One of the Debtor's major food suppliers is US Foods. To induce US
Foods to continue to extend credit to the Debtor on March 30, 2021,
the Debtor executed a security agreement in favor of US Foods
secured by a third priority security interest in all assets of the
Debtor. Because the value of the assets securing the HNB and the
SBA is less than the amount owed HNB and the SBA, US Foods is fully
unsecured.
The Debtors food vendors include US Foods, Mediterra Bakehouse,
Sanson Produce, Solstice and Perla Pierogies LLC. Because the food
vendors supply products to the Debtor that may not be covered by a
PACA lien, it is difficult to determine what part of a particular
invoice may or may not be entitled to first priority payment from
the Debtor's cash collateral.
As adequate protection, the Debtor will provide a replacement lien
to HNB to the same extent those parties hold valid secured claims
against the Cash Assets of the Debtor as of the filing of the case.
Additional protections are also afforded to HNB in the proposed
interim cash collateral order. The Debtor hopes to negotiate with
HNB on an agreed order permitting such use. HNB, by its counsel's
signature on the Agreed Order (and subject to the terms thereof)
will consent to such use, but only if the Court accepts and enters
the Agreed Order and Debtor sells certain Collateral of HNB not in
use by Debtor, with the payment of all net proceeds to HNB.
Regarding the potential PACA liens held by the Food Vendors, the
Debtor proposes as adequate protection to simply pay the most
recent outstanding invoices to the Food Vendors with valid PACA
liens in the ordinary course of business (consistent with any
proposed budget) provided such Food Vendors agree to continue to
provide credit to the Debtor on the same terms and conditions as
which those vendors supplied credit to the Debtor as of the
Petition Date.
A copy of the Debtor's motion and budget is available at
https://urlcurt.com/u?l=6AhRn1 from PacerMonitor.com.
The Debtor projects $424,962 in total income and $116,613 in total
expenses for one month.
About Melt Bar and Grilled, Inc.
Melt Bar and Grilled, Inc. owns and operates four restaurants in
Ohio.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-50879-amk) on June
14, 2024. In the petition signed by Matthew K. Fish, president, the
Debtor disclosed $1 million in assets and $10 million in
liabilities.
Frederic P. Schwieg, Esq., at Frederic P Schwieg Attorney at Law,
from PacerMonitor.com.
MICHIGAN PAIN: Seeks to Use $4.5MM of Cash Collateral
-----------------------------------------------------
Michigan Pain Consultants, P.C. asks the U.S. Bankruptcy Court for
the Western District of Michigan, Grand Rapids, for authority to
use cash collateral in accordance with the budget, with a 10%
variance and provide adequate protection.
The Debtor requires the use of cash collateral to pay employees,
purchase necessary inventory, and provide necessary medical
services to its patients.
During the first three months of this case, the Debtor projects
that it will need to spend approximately $4.5 million.
Before the Petition Date, Fifth Third Bank and McKesson Corporation
filed a UCC-1 financing statement against certain of the Debtor's
assets, including its cash collateral. The Debtor anticipates the
they will assert a security interest in the Debtor's cash
collateral. The Debtor further anticipates that they will assert
that its security interest and liens have first priority over all
other security interests and liens asserted against the Debtor.
As adequate protection under 11 U.S.C. section 363 and 361 for any
security interests that the Bank and McKesson may assert, the
Debtor offers replacement liens in its personal property, now owned
or hereafter acquired and the proceeds and products thereof to the
same extent that such liens existed prior to the Petition Date.
The Debtor proposes that the Bank and McKesson be granted the
Replacement Liens as adequate protection to the extent of any
diminution in value of the pre-petition cash collateral. The
Replacement Liens shall be liens on the Debtor's assets which are
created, acquired, or arise after the Petition Date, but limited to
only those types and descriptions of collateral in which the Bank
and McKesson held a pre-petition lien or security interest. The
Replacement Liens will have the same priority and validity as the
Bank and McKesson's prepetition security interests and liens.
A copy of the motion is available at https://urlcurt.com/u?l=q8LLyW
from PacerMonitor.com.
About Michigan Pain Consultants, P.C.
Michigan Pain Consultants, P.C. is a healthcare group that
specializes in medication, therapy, pain management, and
rehabilitation services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Mich. Case No. 24-01571) on June 12,
2024. In the petition signed by Stacy Ward, executive director, the
Debtor disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Scott W Dales oversees the case.
Charles D. Bullock, Esq., at STEVENSON & BULLOCK, P.L.C.,
represents the Debtor as legal counsel.
MIKESELL TRADING: Court OKs Interim Cash Collateral Access
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky,
Louisville Division, authorized Mikesell Trading LLC to use cash
collateral, on an interim basis, in accordance with the budget,
through July 31, 2024.
Amazon Capital, the U.S. Small Business Administration, Rapid
Finance, and SellersFi assert interests in the Debtor's cash
collateral.
The Debtor's authorization to use cash collateral during the
Interim Period will include, without limitation, performance under
any Business Solutions Agreement or similar agreement with
Amazon.com Services, LLC, which governs the Debtor's ability to
sell products on the "Amazon Store" in the ordinary course of the
Debtor's business. In accordance with, and subject to, the
provisions of the Order, Amazon.com and its affiliates are further
authorized to continue netting fees, expenses, and reimbursements
(whether or not related to pre- or post-petition sales) from the
Debtor's sales proceeds and remit, to the Debtor, the Debtor's net
proceeds less the adequate protection payments owed to Amazon
Capital under the terms of the Order. On the regularly scheduled
disbursement scheduled date of June 18, 2024 and continuing every
14 days thereafter, Amazon.com and its affiliates shall disburse
the net sales proceeds to the Debtor.
Pursuant to the Cash Collateral Creditors' right to adequate
protection of their respective interests in the Debtor's cash
collateral for (a) the imposition of the automatic stay, and (b)
the Debtor's use of cash collateral, each Cash Collateral Creditor
is granted, in equal priority and scope and to the same extent as
existed under applicable law prior to the Petition Date,
replacement liens upon all of the post-petition property of the
Debtor that is similar to or traceable to each Cash Collateral
Creditor's respective pre-petition interest in the Debtor's
property. The post-petition security interests, liens, and other
rights granted to the Cash Collateral Creditors are deemed to be
effective, valid, attached, perfected, choate, enforceable, and
continuing as of the Petition Date without the necessity of taking
any other act or recording any security agreements, financing
statements, or any other instruments or documents, and no further
notice, filing, recordation, or order will be required to effect
such validity, perfection, and enforceability.
As additional adequate protection to Amazon Capital during the
pendency of the Interim Order, the Debtor will make regular monthly
payments of $10,000 to Amazon Capital, and the payments will be
deemed included within the Debtor's cash collateral budget
submitted with the Motion. On June 15, 2024 and continuing every 30
days thereafter, Amazon Capital or its affiliates will be entitled
to deduct the monthly adequate protection payment from the Debtor's
seller account maintained on the Amazon marketplace platform.
As additional adequate protection, Amazon Capital will hold an
allowed administrative claim under 11 U.S.C. section 507(b) with
respect to the Debtor's adequate protection obligations to the
extent that the replacement liens on post-petition collateral do
not adequately protect the diminution in value of the interest of
Amazon Capital in its pre-petition collateral. Such administrative
claim will be junior and subordinate only to any superpriority
claim of the kind that may be separately ordered by the Court under
11 U.S.C. section 364. The administrative claim will be payable
from and have recourse to all pre-petition and post-petition
property of the Debtor and all proceeds thereof. The liens on
post-petition collateral will be in addition to any pre-petition
liens held by Amazon Capital and will remain in full force and
effect notwithstanding any subsequent conversion or dismissal of
the case.
As additional adequate protection to the SBA, the Debtor will make
regular monthly payments of $500 to the SBA, and such payments will
be deemed included within the Debtor's cash collateral budget
submitted with the Motion.
The Debtor will maintain adequate insurance on its assets.
A copy of the motion is available at https://urlcurt.com/u?l=8F1sFQ
from PacerMonitor.com.
About Mikesell Trading
Mikesell Trading, LLC, doing business as 1370 Collective, is an
Amazon-first accelerated brand agency designed to help apparel
products become an Amazon Bestseller.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Ky. Case No. 24-31363) on May 24,
2024, with $500,000 to $1 million in assets and $1 million to $10
million in liabilities. Evan Mikesell, director of operations,
signed the petition.
Judge Joan A. Lloyd oversees the case.
Charity S. Bird, Esq., at Kaplan Johnson Abate & Bird, LLP
represents the Debtor as legal counsel.
MKS INSTRUMENTS: Moody's Rates Repriced Secured Term Loans 'Ba1'
----------------------------------------------------------------
Moody's Ratings assigned Ba1 ratings to MKS Instruments, Inc.'s
proposed repriced USD and EUR senior secured term loans B. MKS' Ba1
Corporate Family Rating, Ba1 senior secured revolving credit
facility rating, and Ba1-PD probability of default rating remain
unchanged. The outlook remains negative.
RATINGS RATIONALE
MKS' Ba1 CFR reflects the company's very good liquidity, including
a large cash balance ($845 million as of March 31, 2024), an
undrawn $675 million revolver, and generally consistent positive
free cash flow (FCF). The rating also considers MKS' broad
portfolio of highly profitable manufacturing technologies and low
capital intensity, which contributes to FCF generation. Long
customer relationships, customer qualification requirements, and a
large intellectual property portfolio add a degree of protection to
their competitive position and revenue base. The consumable
products and services revenues, which are driven by installed base
and the volume of electronics manufacturing and general industrial
activity, further support stability of the revenues.
However, weak end market demand and debt associated with MKS' 2022
acquisition of Atotech Limited has increased financial leverage
substantially. Debt to EBITDA was 6.8x at December 31, 2023 and
6.3x at March 31, 2024 pro forma for the company's recent
refinancing. Higher interest expense and depressed market
conditions have pressured FCF as a result. Although the proposed
repricing may reduce interest expense, and the company reduced
interest expense in a prior repricing and refinancing, Moody's
still expects that FCF to debt (Moody's adjusted) will remain in
the low- to mid-single digit range over the next 12 to 18 months.
This level of leverage remains high for the rating, particularly as
equipment revenue, which represents around 60% of total can be
volatile, driven by the pace of customer capital spending.
The negative outlook reflects Moody's expectation of an uncertain
inflection point for MKS returning to positive revenue growth.
Revenues will likely decline in the low single digits percent in
2024, with a rebound anticipated in 2025. This reflects continued
revenue decline in the first half of 2024, with steadily improving
demand in the second half and into 2025. However, deleveraging will
be slow.
The Ba1 rating of the Revolver and the Term Loan B reflects the
collateral comprised of a first lien on all assets, as well as only
modest cushion of unsecured liabilities in the capital structure.
The Speculative Grade Liquidity (SGL) rating of SGL-1 reflects MKS'
very good liquidity, which is supported by consistent, though
currently more modest FCF, and a large cash balance. Moody's
anticipates that the $675 million Revolver will remain largely
undrawn. The Term Loan B is not governed by any financial
maintenance covenants.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if MKS sustains organic revenue
growth in the upper single digits percent annually, maintains its
EBITDA margin (Moody's adjusted) above 30%, and keeps leverage
below 3x debt to EBITDA (Moody's adjusted). The ratings could be
downgraded if MKS does not return to revenue growth over the next
12 to 18 months, its EBITDA margin (Moody's adjusted) remains in
the low 20 percent level, or FCF to debt does not improve (Moody's
adjusted) over the next 12 to 18 months.
MKS Instruments, Inc. makes instruments, subsystems, and process
control systems that measure, monitor, analyze, power, and control
critical parameters of advanced manufacturing processes. MKS also
makes plating chemistries, equipment, and related software used in
the manufacture of printed circuit boards and a variety of consumer
and industrial products.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
MOUNTAIN DUE: Court OKs Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized Mountain Due, LLC d/b/a The Melting Pot Bethlehem to use
cash collateral, on an interim basis, in accordance with the
budget, through June 30, 2024.
The Debtor requires immediate authority to use cash collateral to
continue its business operations without interruption toward the
objective of formulating an effective plan of reorganization.
As adequate protection for use of cash collateral, the Lenders and
Non-Traditional Lenders are granted a replacement perfected
security interest under 11 U.S.C. Section 361(2) to the extent the
Lenders' or Non-Traditional Lenders' cash collateral is used by the
Debtor, to the extent and validity and with the same priority in
the Debtor's post-petition collateral, and proceeds thereof, that
the Lenders and Non-Traditional Lenders held in the Debtor's
pre-petition collateral, subject to payments due under 28 U.S.C.
Section 1930(a)(6). To the extent any other creditor holds or
asserts a lien position in cash collateral, such creditor will
receive a replacement lien to the same extent, priority and
validity as it existed pre-petition.
To the extent the adequate protection provided for proves
insufficient to protect the Lenders' and Non-Traditional Lenders'
interests in and to the cash collateral, they will have a
super-priority administrative expense claim, pursuant to 11 U.S.C.
Section 507(b), senior to any and all claims against the Debtor
under 11 U.S.C. Section 507(a), whether in this proceeding or in
any superseding proceeding, subject to payments due under 28 U.S.C.
Section 1930(a)(6).
The replacement liens and security interests granted are
automatically deemed perfected upon entry of the Order without the
necessity of the Lenders and Non-Traditional Lenders taking
possession, filing financing statements, mortgages or other
documents.
A further interim hearing on the matter is set for June 27, 2024.
A copy of the motion is available at https://urlcurt.com/u?l=NWPy4a
from PacerMonitor.com.
About Mountain Due, LLC
Mountain Due, LLC is a Tampa-based fondue franchise with multiple
restaurants across the U.S.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-11987) on June 10,
2024. In the petition signed by Christopher McCarthy, vice
president, the Debtor disclosed up to $10 million in both assets
and liabilities.
Judge Patricia M. Mayer oversees the case.
Albert A. Ciardi, III, Esq., at CIARDI CIARDI AND ASTIN, represents
the Debtor as legal counsel.
MRRC HOLD: Court OKs $1.5MM Interim DIP Loan from TREW
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
MRRC Hold Co. and affiliates to use cash collateral and obtain
postpetition financing, on an interim basis.
The Debtors are permitted to enter into a senior secured,
superpriority, multiple draw credit facility with TREW Capital
Management Private Credit LLC pursuant to the terms and conditions
of the Senior Secured Superpriority Debtor-in-Possession Credit and
Security Agreement, providing for (a) a multiple-draw credit
facility in an aggregate principal amount of up to $4 million and
(b) a term loan "roll up" which will refinance an equivalent amount
of $8 million of Prepetition Obligations.
The Debtors are also permitted to request extensions of credit up
to an initial aggregate outstanding principal amount of $4.5
million under the DIP Facility pursuant to the terms of the DIP
Documents and the Interim Order, consisting of an Interim New Money
DIP Loan of up to $1.5 million and an Interim Roll Up DIP Loan of
$3 million.
The DIP Facility will mature on the earlier of: (i) the Sale
Closing Date or (ii) the date that is 90 days from the Petition
Date.
Loans under the DIP Facility will bear interest at a rate of 13%
simple interest per annum. At any time when an Event of Default
under the DIP Facility has occurred and is continuing, outstanding
amounts under the DIP Facility will bear additional interest at the
rate of 4% per annum.
The Debtors are required to comply with these milestones:
(a) Within four business days of the Petition Date, the Court must
have entered the Interim Order approving the Interim New Money DIP
Loan and the Interim Roll Up DIP Loan;
(b) On or before June 11, 2023, the Borrowers must have filed a bid
procedures motion related to the Section 363 Sale, acceptable to
the DIP Lender in its sole discretion;
(c) By July 3, 2024, the Bankruptcy Court must have entered a bid
procedures order related to the Section 363 Sale, acceptable to DIP
Lender in its sole discretion;
(d) By July 3, 2024, the Bankruptcy Court must have entered the
Final Order, acceptable to the DIP Lender in its sole discretion,
approving the DIP Facility;
(e) On or before July 25, 2024, the deadline for the submission of
qualified bids in connection with the Section 363 Sale must have
occurred pursuant to Bid Procedures Order;
(f) On or before July 30, 2024, the Borrowers must have conducted
any auction in connection with the Section 363 Sale pursuant to Bid
Procedures Order;
(g) On or before August 2, 2024, the hearing on the Section 363
Sale must have occurred;
(h) On or before August 5, 2024, the Bankruptcy Court must have
entered an order approving the Section 363 Sale;
(i) On or before August 19, 2024, the Section 363 Sale must have
closed; and
(j) On or before August 20, 2024, the DIP Loans must be repaid in
full.
Prior to the Petition Date, TREW, as the successor administrative
agent and lender, provided financing to the Debtors pursuant to the
Credit Agreement, dated December 30, 2020, among Rubio's
Restaurants, Inc, as borrower, and MRRC Hold Co. and Rubio's
Incentives, LLC, as guarantors.
The Prepetition Credit Agreement provides for funded debt
obligations secured by security interests in and liens on all or
substantially all of the Debtors' assets. As of the Petition Date,
the Prepetition Lender is owed not less than $72.8 million by the
Debtors under the Prepetition Credit Agreement, consisting of the
aggregate principal amount outstanding thereunder together with
accrued, interest, fees, expenses, and disbursements.
The Debtors have an immediate and critical need to obtain credit
and to continue the use of cash collateral on an interim basis
pursuant to the DIP Facility in order to, among other things,
enable the orderly continuation of their operations and to
administer the Chapter 11 Cases.
As adequate protection, the Prepetition Lender is granted
additional and replacement valid, binding, enforceable,
non-avoidable, effective and automatically perfected postpetition
security interests in, and liens on all prepetition and
postpetition property of the Debtors.
Solely to the extent of any Diminution in Value, the Prepetition
Lender is granted an allowed superpriority administrative expense
claim in each of the Chapter 11 Cases: (a) except as set forth
herein, with priority over any and all administrative expense
claims and unsecured claims against the Debtors or their estates in
any of the Chapter 11 Cases, at any time existing or arising, of
any kind or nature as and to the extent provided for by 11 U.S.C.
sections 503(b) and 507(b); and (b) which will at all times be
senior to the rights of the Debtors and their estates, and any
successor trustee or other estate representative to the extent
permitted by law.
A final hearing on the matter is set for July 2 at 1 p.m.
A copy of the order is available at https://urlcurt.com/u?l=sp7amc
from PacerMonitor.com.
About MRRC Hold
MRRC Hold Co. (d/b/a Rubio's) is a Mexican restaurant chain
specializing in fish tacos. Rubio's has locations across
California, Arizona and Nevada.
MRRC Hold Co. and two of its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 24-11164) on June 5, 2024. In the petition signed by Nicholas
D. Rubin as chief restructuring officer, MRRC Hold disclosed $10
million to $50 million in assets and $100 million to $500 million
in liabilities.
Judge Craig T. Goldblatt oversees the cases.
The Debtors tapped Whiteford, Taylor & Preston LLC as Delaware
bankruptcy counsel and Raines Feldman Littrell LLP as general
bankruptcy counsel.
Force Ten Partners LLC represents the Debtors as CRO provider.
Hilco Corporate Finance LLC acts as investment banker to the
Debtors, while Hilco Real Estate LLC acts as real estate consultant
and advisor. Bankruptcy Management Solutions, Inc. dba Stretto
serves as claims and noticing agent to the Debtor.
NEVADA COPPER: Court OKs $60MM DIP Loan from U.S. Bank
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Nevada Copper, Inc. and affiliates to use cash collateral and
obtain postpetition financing, on an interim basis.
To fund the process of selling their business 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.
Pursuant to 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 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, 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 are
granted, 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.
The Debtors will continue to maintain all property, operational and
other insurance as required and as specified in the DIP Documents.
A final hearing on the matter is set for July 12, 2024 at 10:30
a.m.
A copy of the order is available at https://urlcurt.com/u?l=SD393n
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.
Judge Hilary L. Barnes oversees the case.
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.
NORTHWEST RENEWABLE: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Northwest Renewable Energy Group, LLC
d/b/a Arsiero Logging
25519 SE 392nd Street
Enumclaw, WA 98022-6826
Business Description: The Debtor is primarily engaged in cutting
timber, producing rough, round, hewn, or
riven primary wood, and producing wood chips
in the forest.
Chapter 11 Petition Date: June 18, 2024
Court: United States Bankruptcy Court
Western District of Washington
Case No.: 24-11520
Judge: Hon. Timothy W. Dore
Debtor's Counsel: Thomas A. Buford, Esq.
BUSH KORNFELD LLP
601 Union St., Suite 5000
Seattle, WA 98101-2373
Tel: (206) 292-2110
Fax: (206) 292-2104
E-mail: tbuford@bskd.com
Debtor's
Financial
Advisor: TURNING POINT, LLC
Total Assets: $3,392,164
Total Liabilities: $5,541,377
The petition was signed by B. Michael Malgarini as managing
member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/IOWWJMQ/Northwest_Renewable_Energy_Group__wawbke-24-11520__0001.0.pdf?mcid=tGE4TAMA
NUZEE INC: Dixon Perez Dai, Joyer Tech Hold 5.3% Stake as of June 7
-------------------------------------------------------------------
In a Schedule 13G filed on June 14, 2024, with the Securities and
Exchange Commission, Dixon Perez Dai and Joyer Tech and Information
OPC reported that as of June 7, 2024, they beneficially owned
115,473 shares of common stock of Nuzee Inc., representing 5.33
percent of the Shares outstanding.
Dixon Perez Dai beneficially owns 115,473 shares of common stock
through her 100% ownership of Joyer Tech and Information OPC, a
Philippines entity.
The percentage ownership is calculated based on (i) 1,298,414
shares of common stock issued and outstanding as of May 22, 2024,
as set forth in the Issuer's quarterly report on Form 10-Q filed
with the SEC on May 24, 2024; plus (ii) 866,048 shares issued on
June 7, 2024, as set forth in the Issuer's Form 8-K filed with the
SEC on June 10, 2024.
Below are the addresses of the Reporting Persons:
Dixon Perez Dai
Unit 2111 Cityland Herrera Tower
VA Rufino Street Makati City 1227
Joyer Tech and Information OPC
Unit 2111 Cityland Herrera Tower
VA Rufino Street Makati City 1227
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1527613/000149315224023916/formsc13g.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. In addition to its single serve pour over and coffee brew
bag coffee products, the Company has expanded its product portfolio
to offer a third type of single serve coffee format, DRIPKIT pour
over products, as a result of its acquisition of substantially all
of the assets of Dripkit, Inc.
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.
NUZEE INC: Min Li Acquires 5.33% Equity Stake
---------------------------------------------
Min Li disclosed in a Schedule 13G filed with the Securities and
Exchange Commission that as of June 7, 2024, he beneficially owned
115,473 shares of common stock of Nuzee Inc., representing 5.33
percent of the Shares outstanding. This percentage is calculated
based on (i) 1,298,414 shares of common stock issued and
outstanding as of May 22, 2024, as set forth in the Issuer's
quarterly report on Form 10-Q filed with the SEC on May 24, 2024;
plus (ii) 866,048 shares issued on June 7, 2024, as set forth in
the Issuer's Form 8-K filed with the Securities and Exchange
Commission on June 10, 2024.
The Reporting Person can be reached at:
Min Li
37−111 Yianmen No.1,
Nanan, Chaoyang Dist
Beijing China
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1527613/000149315224023906/formsc13g.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. In addition to its single serve pour over and coffee brew
bag coffee products, the Company has expanded its product portfolio
to offer a third type of single serve coffee format, DRIPKIT pour
over products, as a result of its acquisition of substantially all
of the assets of Dripkit, Inc.
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.
NUZEE INC: Shelei Jiang and DYT Info Report 13.33% Equity Stake
---------------------------------------------------------------
Shelei Jiang and DYT Info Pte. Ltd disclosed in a Schedule 13G
filed with the Securities and Exchange Commission that as of June
7, 2024, they beneficially owned 288,683 shares of common stock of
Nuzee Inc., representing 13.33 percent of the Shares outstanding.
Shelei Jiang beneficially owns 288,683 shares of common stock
through her 100% ownership of DYT Info Pte. LTD., a Singapore
entity.
The ownership percentage is calculated based on (i) 1,298,414
shares of common stock issued and outstanding as of May 22, 2024,
as set forth in the Issuer's quarterly report on Form 10-Q filed
with the SEC on May 24, 2024; plus (ii) 866,048 shares issued on
June 7, 2024, as set forth in the Issuer's Form 8-K filed with the
Securities and Exchange Commission on June 10, 2024.
Addresses of the Reporting Persons:
Shelei Jiang
Robinson Road #03-01
Robinson 112 Singapore 068902
DYT Info Pte. Ltd.
Robinson Road #03-01
Robinson 112 Singapore 068902
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1527613/000149315224023911/formsc13g.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. In addition to its single serve pour over and coffee brew
bag coffee products, the Company has expanded its product portfolio
to offer a third type of single serve coffee format, DRIPKIT pour
over products, as a result of its acquisition of substantially all
of the assets of Dripkit, Inc.
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.
NUZEE INC: Wenwen Yu and Metaverse Intelligence Report 5.33% Stake
------------------------------------------------------------------
Wenwen Yu and Metaverse Intelligence Tech Ltd. disclosed in a
Schedule 13G filed with the Securities and Exchange Commission that
as of June 7, 2024, they beneficially owned 115,473 shares of
common stock of Nuzee, Inc., representing 5.33 percent of the
Shares outstanding.
Wenwen Yu beneficially owns 115,473 shares of common stock through
her 100% ownership of Metaverse Intelligence Tech Ltd., a British
Virgin Islands entity.
The percentage ownership is calculated based on (i) 1,298,414
shares of common stock issued and outstanding as of May 22, 2024,
as set forth in the Issuer's quarterly report on Form 10-Q filed
with the Securities and Exchange Commission on May 24, 2024; plus
(ii) 866,048 shares issued on June 7, 2024, as set forth in the
Issuer's Form 8-K filed with the SEC on June 10, 2024.
The Reporting Persons can be reached at:
Wenwen Yu
Coastal Building
Wickham's Cay II
P. O. Box 2221, Road Town
Tortola, VG1110, British Virgin Islands
Metaverse Intelligence Tech Ltd.
Coastal Building, Wickham's Cay II,
P.O. Box 2221, Road Town
Tortola, VG1110, British Virgin Islands
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1527613/000149315224023920/formsc13g.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. In addition to its single serve pour over and coffee brew
bag coffee products, the Company has expanded its product portfolio
to offer a third type of single serve coffee format, DRIPKIT pour
over products, as a result of its acquisition of substantially all
of the assets of Dripkit, Inc.
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.
NUZEE INC: Xiang Zhang Has 11.37% Equity Stake as of June 12
------------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, Xiang Zhang disclosed that as of June 12, 2024, he
beneficially owned 277,574 shares of common stock of Nuzee, Inc.,
representing 11.37 percent of the Shares outstanding. This
percentage is calculated based on (i) 1,298,414 shares of common
stock issued and outstanding as of May 22, 2024, as set forth in
the Issuer's quarterly report on Form 10-Q filed with the SEC on
May 24, 2024; (ii) 866,048 shares issued on June 7, 2024, as set
forth in the Issuer's Form 8-K filed with the SEC on June 10, 2024;
(iii) 139,357 shares of common stock converted by Xiang Zhang on
June 12, 2024; and (iv) a warrant exercisable to purchase 138,217
shares of common stock beneficially owned by the reporting person.
The Reporting Person can be reached at:
Xiang Zhang
Room 507-1, Building 2, No. 3, Liansheng Road, Wuchang Street,
Yuhang District, Hangzhou City, Zhejiang Province, China
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1527613/000149315224023973/formsc13ga.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. In addition to its single serve pour over and coffee brew
bag coffee products, the Company has expanded its product portfolio
to offer a third type of single serve coffee format, DRIPKIT pour
over products, as a result of its acquisition of substantially all
of the assets of Dripkit, Inc.
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.
NUZEE INC: Xiangrong Dai Acquires 5.33% Equity Stake
----------------------------------------------------
Xiangrong Dai disclosed in a Schedule 13G filed with the Securities
and Exchange Commission on June 14, 2024, that as of June 7, 2024,
he beneficially owned 115,473 shares of common stock of NuZee,
Inc., representing 5.33 percent of the Shares outstanding.
The percentage ownership is calculated based on (i) 1,298,414
shares of common stock issued and outstanding as of May 22, 2024,
as set forth in the Issuer's quarterly report on Form 10-Q filed
with the Securities and Exchange Commission on May 24, 2024; plus
(ii) 866,048 shares issued on June 7, 2024, as set forth in the
Issuer's Form 8-K filed with the SEC on June 10, 2024.
The Reporting Person can be reached at:
Xiangrong Dai
No. 4-104, Jingjilufu
Changping Dist
Beijing China
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1527613/000149315224023922/formsc13g.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. In addition to its single serve pour over and coffee brew
bag coffee products, the Company has expanded its product portfolio
to offer a third type of single serve coffee format, DRIPKIT pour
over products, as a result of its acquisition of substantially all
of the assets of Dripkit, Inc.
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.
NUZEE INC: Yujie Liu and YY Tech Acquire 5.33% Equity Stake
-----------------------------------------------------------
Yujie Liu and YY Tech Inc. reported in a Schedule 13G filed with
the Securities and Exchange Commission that as of June 7, 2024,
they beneficially owned 115,473 shares of common stock of NuZee,
Inc., representing 5.33 percent of the Shares outstanding.
Yuejie Liu beneficially owns 115,473 shares of common stock through
her 100% ownership of YY Tech, a Cayman Islands entity.
The percentage ownership is calculated based on (i) 1,298,414
shares of common stock issued and outstanding as of May 22, 2024,
as set forth in the Issuer’s quarterly report on Form 10-Q filed
with the Securities and Exchange Commission on May 24, 2024; plus
(ii) 866,048 shares issued on June 7, 2024, as set forth in the
Issuer’s Form 8-K filed with the Securities and Exchange
Commission on June 10, 2024.
The Reporting Persons can be reached at:
Yujie Liu
Sertus Incorporations (Cayman) Limited
P.O. Box 2547, Sertus Chambers
Governors Square, Suite #5-204
23 Lime Tree Bay Avenue
Grand Cayman, KY1-1104 Cayman Islands
YY TECH INC
Sertus Incorporations (Cayman) Limited
P.O. Box 2547
Sertus Chambers, Governors Square
Suite #5-204, 23 Lime Tree Bay Avenue
Grand Cayman, KY1-1104 Cayman Islands
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1527613/000149315224023925/formsc13g.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. In addition to its single serve pour over and coffee brew
bag coffee products, the Company has expanded its product portfolio
to offer a third type of single serve coffee format, DRIPKIT pour
over products, as a result of its acquisition of substantially all
of the assets of Dripkit, Inc.
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.
NUZEE INC: Yumei Liu, Future Science Hold 7.14% Stake as of June 12
-------------------------------------------------------------------
Yumei Liu and Future science and Technology Co. Ltd. reported in a
Schedule 13G/A filed with the Securities and Exchange Commission
that as of June 12, 2024, they beneficially owned 166,545 shares of
common stock of Nuzee, Inc., representing 7.14 percent of the
Shares outstanding.
Yumei Liu beneficially owns 166,545 shares of common stock through
her indirect 100% ownership of Future science and Technology Co.
Ltd. Future science and Technology Co. Ltd. holds 83,615 shares of
common stock and warrants exercisable to purchase 82,930 shares of
common stock.
The percentage reported is calculated based on (i) 1,298,414 shares
of common stock issued and outstanding as of May 22, 2024, as set
forth in the Issuer's quarterly report on Form 10-Q filed with the
SEC on May 24, 2024; (ii) 866,048 shares issued on June 7, 2024, as
set forth in the Issuer's Form 8-K filed with the SEC on June 10,
2024; (iii) 83,615 shares of common stock converted by Future
Science and Technology Co., Ltd. on June 12, 2024; and (iv) a
warrant exercisable to purchase 82,930 shares of common stock
beneficially owned by the reporting person.
The Reporting Persons can be reached at the following addresses:
Yumei Liu
Chaoyang District, Yi An Men 37-111, 100000
Beijing, China
Future Science and Technology Co. Ltd.
Chaoyang District, Yi An Men 37-111, 100000
Beijing, China
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1527613/000149315224023974/formsc13ga.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. In addition to its single serve pour over and coffee brew
bag coffee products, the Company has expanded its product portfolio
to offer a third type of single serve coffee format, DRIPKIT pour
over products, as a result of its acquisition of substantially all
of the assets of Dripkit, Inc.
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.
OCEAN POWER: Launches Global 24/7 Service Support Offering
----------------------------------------------------------
Ocean Power Technologies, Inc. announced June 17, 2024, it has
launched its Global 24/7 Service Support. The Company was already
servicing its Artificial Intelligence Capable Maritime Domain
Awareness Solution, Merrows, in regions such as Latin America and
Sub-Saharan Africa. In addition, OPT's customers have been
deploying WAM-Vs Unmanned Surface Vehicles ("USV") in Asia and the
Company anticipates additional deployments of its PowerBuoys and
WAM-Vs in the Middle East. The new Services offering gives
customers the opportunity for 24/7 support with tiered options to
maintain operations around the globe. This new offering creates an
additional recurring revenue stream for OPT that is complementary
to the Company's existing products.
Philipp Stratman, CEO of OPT, expressed his enthusiasm about this
Service offering, stating, "Our customers have consistently asked
us to propose services to them above and beyond warranties and
guarantees. This new Services offering enables our customers to
choose from a menu of options and determine the most cost-effective
way to operate our PowerBuoys and USVs. It also positions us to
add additional recurring revenues to our ongoing growth."
About Ocean Power Technologies
Headquartered in Monroe Township, New Jersey, OPT --
http://www.OceanPowerTechnologies.com-- provides intelligent
maritime solutions and services that enable safer, cleaner, and
more productive ocean operations for the defense and security, oil
and gas, science and research, and offshore wind markets. The
Company's PowerBuoy platforms provide clean and reliable electric
power and real-time data communications for remote maritime and
subsea applications. The Company also provides WAM-V autonomous
surface vessels (ASVs) and marine robotics services.
Ocean Power said in its Quarterly Report for the period ended Jan.
31, 2024, that "For the nine months ended January 31, 2024 and
through the date of filing of this Form 10-Q, management has not
obtained any material additional capital financing. Management
believes the Company's current cash balance at January 31, 2024 of
$4.9 million and short term investments balance of $4.4 million may
not be sufficient to fund its planned expenditures through at least
March 2025. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. The ability to
continue as a going concern is dependent upon the Company's
operations in the future and/or obtaining the necessary financing
to meet its obligations and repay its liabilities arising from
normal business operations when they become due."
ODYSSEY MARINE: All Proposals Passed at Annual Meeting
------------------------------------------------------
Odyssey Marine Exploration, Inc. held its Annual Meeting of
Stockholders during which the Stockholders:
(1) Elected elect Mark D. Gordon, Mark B. Justh, Jon D.
Sawyer, and Todd E. Siegel directors to serve until the next Annual
Meeting of Stockholders and until their successors have been duly
elected and qualified.
(2) Ratified the appointment of Grant Thornton LLP as its
independent registered certified public accounting firm for the
fiscal year ending December 31, 2024;
(3) Approved the amendment of the Company's 2019 Stock
Incentive Plan to increase the number of shares of common stock
authorized for issuance under the plan by 2,000,000 shares;
(3) Approved to obtain non-binding advisory approval of the
compensation of the named executive officers; and
(3) Approved to transact such other business as may properly
come before the meeting and at any adjournments or postponements
thereof.
About Odyssey Marine
Odyssey Marine Exploration, Inc. and its subsidiaries are engaged
in deep-ocean exploration. Our innovative techniques are currently
applied to mineral exploration and other marine survey and
contracted services. Its corporate headquarters are in Tampa,
Florida.
As of March 31, 2024, the Company has $20.6 million in total
assets, $111.7 million in total liabilities, and a total deficit of
$91.1 million. As of December 31, 2023, the Company has $22.8
million in total assets, $108.7 million in total liabilities, and
$85.9 million in total stockholders' deficit.
Tampa, Fla.-based Grant Thornton LLP, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
May 17, 2024, citing that the Company incurred net operating losses
during the year ended 2023, and as of December 31, 2023, the
Company's current liabilities exceeded its current assets by $26.6
million, and its total liabilities exceeded its total assets by
$85.9 million. These conditions, along with other matters, raise
substantial doubt about the Company's ability to continue as a
going concern.
ODYSSEY MARINE: Tribunal Updates on NAFTA Claim Against Mexico
--------------------------------------------------------------
Odyssey Marine Exploration, Inc. disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that on June
10, 2024, the Company received a letter from the International
Centre for Settlement of Investment Disputes relating to the claim
of Odyssey and Exploraciones Oceanicas S. de R.L. de C.V., a
subsidiary of Odyssey, against the United Mexican States under
Chapter Eleven of the North American Free Trade Agreement.
The letter advised "that the Tribunal's determinations are in the
process of being translated. The Tribunal will provide the parties
with an exact date of dispatch with prior notice."
About Odyssey Marine
Odyssey Marine Exploration, Inc. and its subsidiaries are engaged
in deep-ocean exploration. Our innovative techniques are currently
applied to mineral exploration and other marine survey and
contracted services. Its corporate headquarters are in Tampa,
Florida.
As of March 31, 2024, the Company has $20.6 million in total
assets, $111.7 million in total liabilities, and a total deficit of
$91.1 million. As of December 31, 2023, the Company has $22.8
million in total assets, $108.7 million in total liabilities, and
$85.9 million in total stockholders' deficit.
Tampa, Fla.-based Grant Thornton LLP, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
May 17, 2024, citing that the Company incurred net operating losses
during the year ended 2023, and as of December 31, 2023, the
Company's current liabilities exceeded its current assets by $26.6
million, and its total liabilities exceeded its total assets by
$85.9 million. These conditions, along with other matters, raise
substantial doubt about the Company's ability to continue as a
going concern.
OUTFRONT MEDIA: Completes Sale of Canadian Business to Bell Media
-----------------------------------------------------------------
OUTFRONT Media Inc. and Bell Media Inc., a wholly-owned subsidiary
of BCE Inc., announced on June 10, 2024, that they have closed the
sale of OUTFRONT Media's Canadian business to Bell Media for a
purchase price of C$410 million in cash, subject to certain
purchase price adjustments.
Jeremy Male, Chairman and Chief Executive Officer of OUTFRONT
Media, said: "The sale of our Canadian business illustrates the
inherent value of our out-of-home assets, and will enable us to
proactively reduce our financial leverage and also focus entirely
on operating what is now a fully domestic business here in the
United States."
Sean Cohan, President of Bell Media, said: "This acquisition marks
a significant milestone for Bell Media and solidifies our
leadership position in the out-of-home space. Our now expanded
national inventory of both digital and out-of-home assets will
drive even better, industry-leading results for our advertising
partners."
About OUTFRONT Media Inc.
Headquartered in New York, OUTFRONT Media Inc. leases advertising
space on out-of-home advertising structures and sites. As of March
31, 2024, the Company has $5.51 billion in total assets, $4.87
billion in total liabilities, and $647.2 million in total equity.
* * *
Egan-Jones Ratings Company on April 5, 2024, maintained its 'CCC'
foreign currency and local currency senior unsecured ratings on
debt issued by OUTFRONT Media Inc.
PARADOX ENTERPRISES: Wins Cash Collateral Access Thru July 12
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee,
Winchester Division, authorized Paradox Enterprises, LLC to use
cash collateral, on an interim basis, in accordance with the
budget, through July 12, 2024.
As previously reported by the Troubled Company Reporter, the Debtor
requires the use of cash collateral for ordinary and necessary
operating expenses of business operations.
Based upon a pre-petition lien review, it is believed that Legalist
DIP Fund I, LP and/or Legalist DIP SPV II, LP may assert an
interest in the Debtor's cash collateral. The lien review revealed
that, on August 29, 2023, Legalist filed a UCC-1 financing
statement, Document No. 439013762, with the Tennessee Secretary of
State, asserting a lien on all of the Debtor's assets.
The court ruled that the Debtor may use cash collateral to pay
adequate protection payments to Legalist and the items delineated
in the Budget.
As for adequate protection, the Debtor will make weekly adequate
protection payments, in the amount of $3,000. These adequate
protection payments will be applied to reduce the principal balance
of Legalist's secured claim to the extent such claim is allowed
under 11 U.S.C. Section 506.
As further adequate protection, Legalist is granted a replacement
lien pursuant to 11 U.S.C. Section 361(2) on the rents and other
after acquired property of the Debtor to the extent said collateral
is described in the Security Agreement and Deeds of Trust and to
the extent that the use of said cash collateral results in a
decrease in the value of Legalist's interests in such property.
A hearing on the matter is set for July 9, 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=DGdJUf from PacerMonitor.com.
The Debtor projects total disbursements, on a weekly basis, as
follows:
$5,045 for the week ending June 21, 2024;
$10,535 for the week ending June 28, 2024;
$5,685 for the week ending July 5, 2024;
$4,835 for the week ending July 12, 2024;
About Paradox Enterprises, LLC
Paradox Enterprises, LLC owns various properties valued at $6.1
million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tenn. Case No. 24-10826) on April 5,
2024. In the petition signed by Eric Shelley, managing member, the
Debtor disclosed $6,174,373 in assets and $13,012,125 in
liabilities.
Judge Nicholas W. Whittenburg oversees the case.
Gray Waldron, Esq., at DUNHAM HILDEBRAND, PLLC, represents the
Debtor as legal counsel.
PARK 151 CS: Court OKs Interim Cash Collateral Access
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Oklahoma
authorized Park 151 CS, LLC to use cash collateral, on an interim
basis, in accordance with the budget, with a 15% variance.
An immediate and critical need exists for Park 151 to use the rents
it collects in order to continue the operation and management of
property of the estate consisting of two commercial office
buildings.
On August 28, 2019, Park 151 made, executed and delivered a
Construction Real Estate Mortgage, Security Agreement and Financing
Statement to Pride Bank which assigned the Mortgage to Tinker
Federal Credit Union.
The Mortgage contains an assignment of rents clause; and thus, TFCU
asserts the rents collected by Park 151 are the cash collateral of
TFCU.
As adequate protection, TFCU is granted a lien in the equity of the
property, future rents, tenant tax and insurance reimbursements,
and tenant common area maintenance reimbursements as adequate
protection for the rents actually used by Park 151.
A copy of the order is available at https://urlcurt.com/u?l=qZDt9T
from PacerMonitor.com.
About Park 151 CS
Park 151 CS, LLC, a company in Glenpool, Okla., filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Okla. Case No. 24-80403) on May 21, 2024, listing $6,000,007
in assets and $5,315,082 in liabilities. The petition was signed by
Timothy J. Remy as managing member.
Judge Paul R Thomas presides over the case.
Scott P. Kirtley, Esq., at Riggs, Abney, Neal, Turpen, Orbison &
Lewis represents the Debtor as counsel.
PERSIMMON HOLLOW: Court OKs Interim Cash Collateral Access
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Persimmon Hollow Brewing Company, LLC
to continue using the cash collateral of its secured creditor,
Seacoast National Bank, on an interim basis, in accordance with the
budget, with a 20% variance.
As adequate protection for any diminution in the value of cash
collateral and other prepetition collateral resulting from the
Debtor's use thereof after the Petition Date, Secured Creditor will
be entitled to a continuing replacement lien and security interest
in all assets of the Debtor existing on or after the Petition Date
of the same type as the prepetition collateral, together with the
proceeds, rents, products and profits thereof, whether acquired or
arising before or after the Petition Date, to the same extent,
validity, perfection, enforceability and priority of the liens and
security interests of Secured Creditors as of the Petition Date.
The Rollover Lien will be limited to the amount of any Diminution,
and does not extend to any avoidance claims held by the estate.
The lien granted will be valid and perfected without the need for
the execution of filing of any further document or instrument
otherwise required to be filed under applicable non-bankruptcy
law.
The Debtor's authority to use cash collateral will terminate upon
the earlier of (i) the entry of an order modifying the order, (ii)
the appointment of a Chapter 11 trustee in the Debtor's case, (iii)
the conversion of the Debtor's Chapter 11 case to a case under
Chapter 7 of the Bankruptcy Code, or (iv) a default in the
performance or observance of any material provision of the order.
A further hearing on the matter is set for July 11, 2024 at 1:30
p.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=mMD1Lr from PacerMonitor.com.
The Debtor projects $211,000 in total cash inflows and $215,639 in
total expenses for June 2024.
About Persimmon Hollow Brewing Company, LLC
Persimmon Hollow Brewing Company, LLC owns and operates a brewery
and taproom in DeLand, FL.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Banke. M.D. Fla. Case No. 23-04742) on November
10, 2023. In the petition signed by Robert Burnette, president and
chief manager, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Grace E. Robson oversees the case.
Richard R. Thames, Esq., at THAMES | MARKEY, represents the Debtor
as legal counsel.
PLOURDE SAND: Seeks Cash Collateral Access Thru Aug 31
------------------------------------------------------
Plourde Sand & Gravel Co., Inc. asks the U.S. Bankruptcy Court for
the District of New Hamphire for authority to use and spend up to
$342,989 cash collateral and provide adequate protection.
The Debtor requires the use of cash collateral to pay post-petition
costs and expenses including payroll and monthly operating expenses
incurred in the ordinary course of business and making adequate
protection payments to the extent provided for in the budget during
the period between July 1, 2024 and August 31, 2024.
GreenLake holds a first priority position on the Debtor's
collateral. The Internal Revenue Service holds a secured position
on the Debtor's collateral.
The Debtor further seeks permission from the Court to provide
GreenLake and the Internal Revenue Service with the following
adequate protection for any loss or diminution in value of the cash
collateral securing its claims to the extent such claims qualify as
secured claims under 11 U.S.C. Section 506 pending the further
order or orders of the Court:
a. The Debtor will continue to make adequate protection
payments in the amount of $7,000 each week to GreenLake. These
payments will continue pending further order of the Court.
b. The Debtor will continue to make adequate protection
payments in the amount of $1,000 each week to the IRS. These
payments will continue pending further order of the Court.
c. The Debtor will grant the Potential Record Lienholders that
hold or claim to hold valid, binding, enforceable and automatically
perfected liens on the Debtor's post-petition property of same
kinds, types and description in, to and on which a Potential Record
Lienholders held valid and enforceable perfected liens on the
Petition Date, each of which will have and enjoy the same priority
as such liens had under applicable state law on the Petition Date,
if any.
The Proposed Order includes a "winding down" proviso under which
the Court reserves the right to enter such further orders as may be
necessary regarding the use of cash collateral to provide for
payment of any administrative claims for wage and trade creditors
who have supplied goods or services to the Debtor during the period
of operation under the order (and any stipulation) which remain
unpaid at the time of termination of authorized cash collateral
usage, and which goods or services have created additional
collateral for the secured claimant.
A hearing on the matter is set for July 1, 2024 at 9:30 a.m.
A copy of the motion is available at https://urlcurt.com/u?l=X8iymv
from PacerMonitor.com.
About Plourde Sand & Gravel Co., Inc.
Plourde Sand & Gravel Co., Inc. sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. N.H. Case No. 24-10015) on
January 9, 2024. In the petition signed by Daniel O. Plourde, sole
shareholder and vice 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.
PRIMO WATER: Moody's Puts 'B1' CFR Under Review for Downgrade
-------------------------------------------------------------
Moody's Ratings placed the ratings of Primo Water Corporation
(Primo) under review for downgrade, including the company's B1
Corporate Family Rating, and the B1-PD Probability of Default
Rating. Additionally, Moody's also placed the B1 rating on Primo
Water Holdings Inc's (Primo Water) backed senior unsecured notes on
review for downgrade. Primo's SGL-1 speculative grade liquidity
rating is unchanged. Previously the outlook was stable.
On June 17, 2024, Primo announced [1] plans to merge with
BlueTriton Brands Inc., (BlueTriton) in an all-stock merger into a
newly created entity (NewCo). Upon closing, Primo's shareholders
will own 43% of the diluted shares of the NewCo while the remainder
57% will be owned by BlueTriton's private equity (PE) partners, One
Rock Capital Partners and Metropoulos & Co. The company currently
expects to structure the transaction to allow both Primo Water and
BlueTriton's debt to remain in place under their existing terms -if
the parties desire to do so- with no cross guarantee between the
two separate borrowing groups. The transaction will be subject to
regulatory approvals under the Hart-Scott-Rodino Act and expected
to close during the first half of 2025.
Moody's placed Primo and Primo Water's ratings on review for
downgrade because the merger will result in a combination with a
BlueTriton business that carries higher financial leverage and is
focused on the commodity-oriented single-use plastic bottled water
business that is competitive and faces volume pressure in part
related to environmental concerns. In addition, the combined entity
will have substantial private equity ownership that creates
financial policy and event risk, while the plan to maintain
separate capital structures creates potential operational
complexities that could inhibit efficiency and synergy realization.
The company currently plans to keep the capital structures of Primo
and BlueTriton separate but may decide to instead collapse them if
market conditions make it more attractive to refinance the debt.
The combined entity's larger scale, product diversification in
hydration offerings, expected synergies of $200 million per
management's expectations, and plan to target 2.0x-2.5x net
debt-to-EBITDA leverage (based on the company's calculation) are
favorable and provide potential mitigants to the transaction
risks.
In the review, Moody's will assess (1) the financial policy
implications of the new ownership structure including majority
ownership by the private equity firms and the potential for
incremental cash leakage from Primo to support the combined company
dividend and BlueTriton's more heavily leveraged balance sheet, (2)
the strategic operating strategy including the rationale for
re-entering the single use water business, plans to manage the
operational complexity of combining the businesses, particularly if
the debt structures remain separate, and risks to realizing planned
synergies, (3) company's free cash flow generation ability
including the assets supporting the company's existing debt, and
(4) the transaction structure including the plan to keep the debt
of Primo Water and BlueTriton separate if the parties desire to do
so, funding for the planned special dividends to Primo's
shareholders, and transaction costs. Moody's believes an increase
in leverage relative to Primo's stand alone and introduction of
private equity ownership could lead to a more aggressive financial
policy that increases governance risk, which is a key factor in the
rating action. Primo's ESG scores (currently CIS-3, E-3, S-3, and
G-3) will also be reassessed in the review and may weaken as the
company becomes more focused on plastic single use beverage
products and is majority owned by a private equity sponsor.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
Primo's current B1 CFR reflects its leading positions in the home
and office water delivery (HOD) business primarily in North
America. Primo also has some business diversity through its growing
Filtration Services business. The company also benefits from
positive industry dynamics due to consumers seeking alternative
sources for clean water due to the aging infrastructure that
delivers municipal water. Primo's credit profile is constrained by
its niche focus and concentration in HOD. Primo has some risk of
volatility both from economic downturns, which can pressure
profitability in the HOD water services business, and fluctuations
in fuel prices, although this is somewhat mitigated through energy
surcharges and delivery fees charged to customers. In addition, the
2020 acquisition of the Primo Water Corporation's (legacy Primo)
businesses provided some protection in downturns since its exchange
and refill water alternatives are less expensive than the high
service HOD business, giving customers a lower-cost alternative
option that is still within the Primo's system if they need to
trade down. Primo's credit profile is also restricted by moderate
leverage and some debt finnced acquisitions. Moody's expects the
company to continue to grow its businesses through further tuck-in
acquisitions, though will likely be restricked at some level in the
interim by the merger agreement with BlueTriton.
The SGL-1 speculative grade liquidity rating reflects Primo's
sizable $698 million cash balance as of March 2024 that was
bolstered by the sale of most of its international operations to
Culligan at the end of 2023, and Moody's projection for comfortably
positive free cash flow. Primo launched an amendment to extend the
March 2025 maturity of its undrawn $350 million revolver to provide
additional flexibility until the expected close of the BlueTriton
merger.
A ratings upgrade could be considered for the existing Primo's
business if the company generates organic revenue growth with a
stable to higher margin and gains greater scale and business
diversification. For an upgrade, the company would also need to
sustain debt to EBITDA leverage below 3.5x with strong and
consistent free cash flow and maintain good liquidity.
A rating downgrade could be considered for the existing Primo's
business if profitability weakens due to volume declines or margin
contraction, free cash flow is low, liquidity weakens or debt to
EBITDA exceeds 5.5x. Moody's will consider in the review whether
the business profile, financial policy, and cash flow generation of
a combined Primo-BlueTriton warrants a change in the credit metrics
appropriate for the B1 CFR, acknowledging that the combined company
will have more scale and product diversity.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Primo Water Corporation, based in Tampa, Florida, is a leading
provider of home office delivery water services and other pure play
water solutions such as the water dispenser, exchange, and refill
categories. The company primarily operates in the US and Canada.
Primo Water's brands include Primo Water(R), Mountain Valley(R),
Crystal Springs(R), Sparkletts(R) and Alhambra(R), amongst others.
Primo is publicly traded on the NYSE under ticker "PRMW". Revenue
for the LTM period ended March 31, 2024 was approximate $1.8
billion.
PRIMO WATER: S&P Places 'B+' ICR on Watch Positive on Merger
------------------------------------------------------------
S&P Global Ratings placed its 'B+' issuer credit rating on Tampa,
Fla.-based Primo Water Corp. on CreditWatch with positive
implications. At the same time, S&P placed its 'B+' issue-level
rating on the company's senior unsecured debt on CreditWatch with
developing implications because we are uncertain about its
post-merger guarantee structure.
The CreditWatch positive placement reflects that S&P will likely
raise its issuer credit rating on Primo Water by one notch
following its merger with BlueTriton.
On June 17, 2024, Primo Water Corp. and Triton Water Holdings Inc.
(d/b/a BlueTriton) announced that they entered into a definitive
agreement to merge through an all-stock transaction, which will
create a pure-play hydration company. The company expects to close
the deal by the first half of 2025, subject to shareholder and
regulatory approvals.
S&P said, "The transaction will likely strengthen Primo's business
risk profile. We view the merger as beneficial for its business
risk profile because the transaction will triple the company's
EBITDA, expand the diversity of its operations by increasing its
exposure to bottled water brands at retail locations, improve its
distribution capacity, and expand its North American footprint. We
view the hydration industry as benefitting from attractive secular
tailwinds due to consumers' increased focused on health and
wellness. We also consider the two entity's operations to be
complementary and synergistic. We expect Primo will likely realize
synergies from the transaction by optimizing its routes, inventory
management, and material procurement.
"Pro forma for the transaction, we expect the company's leverage
will be modestly higher than current levels. The combined company
expects to generate about $200 million of synergies within two
years of the close of the transaction. Following the transaction
and the announced dividend payouts, we estimate the combined
entity's S&P Global Rating-adjusted leverage will be about 4.5x
(excluding synergies and based on its EBITDA for the 12 months
ended March 31, 2024), which compares with Primo's current leverage
of 3.6x. However, the integration of the companies and the
realization of the expected synergies will entails some risk."
Following the merger, Primo Water Corp.'s shareholders will own 43%
of the combined entity's equity, while BlueTriton's owners (One
Rock Capital and Metropoulos & Co) will hold about 57% (though a
lower voting share). The transaction's structure allows the merged
entity to keep both Primo Water's and BlueTriton's bonds and terms
loans in place.
S&P said, "We aim to resolve the CreditWatch placement upon or near
the completion of the merger, which we expect will occur in the
first half of 2025, subject to shareholder and regulatory
approvals. At that time, we expect to raise our ratings on Primo by
one notch. That said, the final ratings will depend on various
factors, including whether the acquisition closes without
significant regulatory concessions, whether Primo's and
BlueTriton's operating performance remain in line with our
base-case scenario, the capital structure and trajectory of the
combined entity's credit metrics, and whether management's
financial policy and governance structure will be supportive of a
higher rating. Importantly, we would need to believe that the
entity would maintain S&P Global Ratings-adjusted leverage of below
5x before raising our rating.
"If the deal does not close, we will reassess our ratings on Primo,
as well as its credit profile and financial policy."
QSR STEEL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: QSR Steel Corporation, LLC
121 Elliot Street East
Hartford, CT 06114
Business Description: QSR Steel is a one-stop, full service
structural steel company based in Hartford,
CT offering everything from steel buildings
to stairs and railings.
Chapter 11 Petition Date: June 18, 2024
Court: United States Bankruptcy Court
District of Connecticut
Case No.: 24-20562
Debtor's Counsel: Irve J. Goldman, Esq.
PULLMAN & COMLEY, LLC
850 Main Street, 8th Floor
PO Box 7006
Bridgeport, CT 06601-7006
Tel: 203-330-2213
E-mail: igoldman@pullcom.com
Total Assets as of March 31, 2024: $2,838,179
Total Liabilities as of March 31, 2024: $2,124,057
The petition was signed by Glenn Salamone as member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/QMCTROQ/QSR_Steel_Corporation_LLC__ctbke-24-20562__0001.0.pdf?mcid=tGE4TAMA
R & A ENTERPRISES: Seeks Cash Collateral Access
-----------------------------------------------
R & A Enterprises, LLC asks the U.S. Bankruptcy Court for the
Eastern District of California for authority to use cash collateral
and provide adequate protection.
The Debtor obtained an SBA guaranteed loan from Patriot Bank, N.A.
and used the proceeds to build the car wash and to begin
operations. Patriot Bank is secured by the Debtor's real property,
equipment and accounts. It took longer after opening than
anticipated (although current usage is reaching the anticipated
levels) for sales to reach the levels projected when the Patriot
Bank Note was obtained. The Patriot Bank note has an adjustable
interest rate (2.5 percent over Wall Street Journal Prime Rate).
Due to increases in the Prime Rate payments under the Note
increased approximately 50%. Patriot's refusal to accept partial
payments while the Yreka community adopted the new service led to
the filing of the present case. Patriot Bank N.A. filed a Complaint
in the Superior Court for the State of California for the County of
Siskiyou seeking judicial foreclosure prior to the filing of the
case.
Patriot Bank holds a First Priority Note Secured by Deed of Trust
as well as a filed UCC-1 financing statement against the personal
property of the Debtor. There is a significant amount of complex
machinery and equipment installed in the operating carwash.
The Secured Creditor will be adequately protected for the use of
the cash collateral - payments received for car washing - by their
liens, the replacement liens the Debtor seeks to grant them, and by
the adequate protection payments the Debtor proposes to pay equal
to the accruing interest on the Secured Claims.
A copy of the motion is available at https://urlcurt.com/u?l=rlMpgB
from PacerMonitor.com.
About R & A Enterprises, LLC
R & A Enterprises, LLC owns and operates a carwash business.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Cal. Case No. 24-22531) on June 10,
2024. In the petition signed by John J. Richter, managing member,
the Debtor disclosed $3,832,784 in assets and $4,173,596 in
liabilities.
Judge Ronald H. Sargis oversees the case.
Stephen Reynolds, Esq., at REYNOLDS LAW CORPORATION, represents the
Debtor as legal counsel.
R.A.R.E. CORP: Wins Cash Collateral Access Thru July 11
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized R.A.R.E. Corporation to use cash
collateral on an interim basis through July 11, 2024, in accordance
with the terms of the Order entered February 20, 2024.
As previously reported by the Troubled Company Reporter, there are
several entities who may claim an interest in the Debtor's cash
collateral. The potential claimants are:
i. Fundamental Capital, LLC d/b/a Nexi is a lender to the
Debtor and asserts a security interest in the Debtor's accounts
receivable, including amounts otherwise payable to the Debtor by
Hertz.
ii. Spartan Business Solutions LLC d/b/a Spartan Capital is
also a lender to the Debtor and asserts a security interest in the
Debtor's accounts receivable, including amounts otherwise payable
to the Debtor by Hertz.
iii. Everest Business Funding is a lender to the Debtor pursuant
to the Revenue Based Financing Agreement dated as of September 9,
2023. Pursuant to the Everest Agreement, Everest may hold a
security interest in the Debtor's accounts receivable, including
amounts otherwise payable to the Debtor by Hertz.
iv. The LCF Group, Inc. is a lender to the Debtor. LCF may hold
a security interest in the Debtor's accounts receivable, including
amounts otherwise payable to the Debtor by Hertz.
v. U.S. Small Business Administration is a creditor of the
Debtor, and may hold a lien on some or all of the Debtor's assets.
As adequate protection, the Lenders were granted replacement liens
on the same form and type of collateral securing their claims as of
the Petition Date.
A further hearing on the matter is set for July 10 at 10:30 a.m.
A copy of the order is available at https://urlcurt.com/u?l=cbAwUW
from PacerMonitor.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 LOBSTER: Court OKs $100MM DIP Loan from Fortress Credit
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Red Lobester Management LLC and
affiliates to use cash collateral and obtain postpetition
financing, on a final basis.
The Debtors are permitted to obtain senior secured postpetition
financing on a superpriority basis consisting of (a) a new money
multiple draw term loan facility in the aggregate principal amount
of $100 consisting of (1) $40 million in the form of an Interim DIP
Term Loan which was made available to the Debtors in a single draw
upon entry of the Interim Order, and (2) an additional $60 million
in the form of a Final DIP Term Loan to be made available in up to
two additional draws upon entry of the Final Order, and (b) a
roll-up of certain Prepetition Obligations of the Roll-Up Amount on
a cashless dollar-for-dollar basis into DIP Term Loans under the
DIP Facility, in each case, pursuant to the terms and conditions of
the Interim Order, the Final Order, the Approved Budget, and the
Secured Superpriority Debtor-In-Possession Financing Agreement
agented by Fortress Credit Corp.
The DIP Facility is due and payable on the earliest to occur of:
(a) the Interim Facility Maturity Date (but only if the Final DIP
Order has not been entered on or before the Interim Facility
Maturity Date),
(b) September 16, 2024,
(c) the effective date with respect to any plan of reorganization,
(d) the closing date on which the sale of all or substantially all
of the assets of the Debtors, taken as a whole, under 11 U.S.C.
section 363 is consummated, and
(e) the acceleration of the Obligations under the Loan Facilities
and the termination of all Commitments hereunder upon the
occurrence of an Event of Default in accordance with the Loan
Documents and the DIP Orders.
Pursuant to the Financing Agreement dated January 22, 2021, the
Debtors are indebted to Fortress Credit Corp., as administrative
agent and collateral agent, and a consortium of lenders, in the
aggregate principal amount of $264.720 million.
Pursuant to the Credit Agreement dated January 22, 2021, agented by
Wells Fargo Bank, National Association, the Debtors were indebted
the Prepetition ABL Parties n the aggregate principal amount of
$29.276 million.
The Debtors have a critical need to obtain the financing pursuant
to the DIP Facility and to continue to use the Prepetition
Collateral (including Cash Collateral) in order to, among other
things, (i) pay the fees, costs and expenses incurred in connection
with the Chapter 11 Cases, (ii) fund any obligations benefitting
from the Carve-Out and the Canadian Priority Charge, (iii) permit
the orderly continuation of the operation of their businesses, (iv)
maintain business relationships with customers, vendors and
suppliers, (v) make payroll, (vi) cash collateralize the Wells
Fargo Letters of Credit and p-cards, and related interest, fees,
expenses, costs and other charges in accordance with the terms of
the Payoff Letter, and (vii) satisfy other working capital and
operational needs.
As adequate protection for the use of cash collateral, the
Prepetition Term Loan Parties will receive continuing valid,
binding, enforceable, and perfected postpetition liens and
replacement liens pursuant to 11 U.S.C. sections 361, 363(e), and
364(d)(l).
The Prepetition Term Loan Parties will also receive administrative
superpriority expense claims in each of the Chapter 11 Cases.
A copy of the order is available at https://urlcurt.com/u?l=0jfXjs
from PacerMonitor.com.
About Red Lobster Seafood Co.
Red Lobster Management, LLC, owns and operates 705 Red Lobster
seafood restaurants throughout North America. Red Lobster generates
about $2.4 billion of annual revenue. Red Lobster is owned by
private equity firm Golden Gate Capital. On the Web:
http://www.redlobster.com/
Red Lobster Management and its affiliates sought Chapter 11
protection (Bankr. M.D. Fla. Lead Case NO. 24-02486) on May 19,
2024. As part of these filings, Red Lobster has entered into a
stalking horse purchase agreement pursuant to which Red Lobster
will sell its business to an entity formed and controlled by its
existing term lenders.
King & Spalding LLP is lead counsel to the Debtors; Berger
Singerman LLP serves as local counsel; and Blake, Cassel & Graydon,
LLC represents the Canadian applicants.
Alvarez & Marsal North America, LLC is serving as financial advisor
and providing corporate leadership as Chief Executive and Chief
Restructuring Officers. Jonathan Tibus, a Managing Director at
Alvarez & Marsal, serves as the debtors' CEO.
Hilco Corporate Finance is serving as M&A advisor to Red Lobster.
Keen-Summit is serving as real estate advisor.
REGAL FREIGHT: Seeks Cash Collateral Access
-------------------------------------------
Regal Freight Lines, LLC asks the U.S. Bankruptcy Court for the
Southern District of Indiana, Indianapolis Division, for authority
to use cash collateral and provide adequate protection, through
July 19, 2024.
Regal's net income has been steadily declining in recent months due
to increased economic pressures which have weighed heavy on the
trucking and freight industries. Rising costs for gas and
insurance, combined with Regal’s already-high financing and
interest expenses, have dramatically reduced the company’s
profitability. In fact, the company has recently faced delinquency
on several of its monthly obligations, and just prior to filing the
Chapter 11 petition, on June 7, 2024, the Debtor's 2022 Mack Truck
(valued at $60,000) was repossessed.
The Debtor requires the use of cash collateral to continue paying
operating expenses, taxes, and other expenses incurred in the
ordinary course of its business operations.
First Corporate Solutions, as Representative, Motion 120 Trust, and
Primitus 118 Trust, as Agent assert an interest in the Debtor's
cash collateral.
The Asserted Secured Lenders may be entitled to adequate protection
of their interests in the Debtor's cash collateral, for any
diminution in value of cash collateral, including any diminution
resulting from the use of cash collateral and the imposition of the
automatic stay.
As additional adequate protection to the Asserted Secured Lenders,
the Debtor agrees to operate under the weekly budgets, which covers
the Petition Date through July 19, 2024, as may be modified from
time to time upon disclosure and approval of the Court or the
Asserted Secured Creditors.
A copy of the motion is available at https://urlcurt.com/u?l=ehBAhg
from PacerMonitor.com.
About Regal Freight Lines LLC
Regal Freight Lines LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 24-03026-JMC-11) on
June 10, 2024. In the petition signed by Umar Ahmad,
president/owner, the Debtor disclosed up to $1 million in both
assets and liabilities.
Shawn Brock, Esq., at Brock Legal LLC, represents the Debtor as
legal counsel.
REGAL SAND: Wins Interim Cash Collateral Access
-----------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, authorized Regal Sand Realty, LLC to use cash collateral,
on an interim basis, in accordance with the budget, with a 10%
variance.
The following creditor may claim blanket liens against the Debtor's
assets:
A. Velocity mortgage filed an assignment of rents clause;
B. The Debtor reserves the right to challenge the validity,
priority and extent of the Secured Creditors' liens against the
Debtor's assets; and
C. The Debtor estimates that the collective claims of the Secured
Creditors are secured by pre-petition accounts receivable.
The Debtor requires the use of cash collateral to fund its
operating expenses and costs of administration in this Chapter 11
case for the duration of the Chapter 11 case.
As adequate protection for the use of cash collateral, each
creditor with a security interest in cash collateral will have a
perfected post-petition lien against cash collateral to the same
extend and with the same validity and priority as the prepetition
lien, without the need to file or execute any documents as may
otherwise be required under applicable non-bankruptcy law.
The Debtor will maintain coverage for its property in accordance
with any loan documents with the secured creditor.
A further continued preliminary hearing to consider the Debtor's
request to use cash collateral on July 9, 2024, at 9:30 a.m.
A copy of the order is available at https://urlcurt.com/u?l=NmK4P3
from PacerMonitor.com.
About Regal Sand Realty, LLC
Regal Sand Realty, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 8:24-bk-01927-CPM)
on April 9, 2024.
Judge Jason A. Burgess oversees the case.
In the petition signed by H. Brock Schowaller, the Debtor disclosed
up to $500,000 in both assets and liabilities.
RETO ECO-SOLUTIONS: Registers 187K Shares for 2022 Incentive Plan
-----------------------------------------------------------------
ReTo Eco-Solutions, Inc., filed with the Securities and Exchange
Commission June 11, 2024, a registration statement on Form S-8
relating to an aggregate of 187,260 common shares, par value $0.1
per share, as a result of the automative share reserve increase,
under ReTo Eco-Solutions, Inc. 2022 Share Incentive Plan.
The Registration Statement includes, pursuant to General
Instruction E to Form S-8, a re-offer prospectus. The Reoffer
Prospectus may be utilized for reofferings and resales by certain
executive officers and directors listed in the Reoffer Prospectus
who may be deemed "affiliates" of the Company on a continuous or a
delayed basis in the future of up to 120,000 Common Shares to be
issued under the 2022 Plan. These shares constitute "control
securities" or "restricted securities" which will be acquired by
the Selling Shareholders after the filing of this Registration
Statement. The Reoffer Prospectus does not contain all of the
information included in the Registration Statement, certain items
of which are contained in schedules and exhibits to the
Registration Statement, as permitted by the rules and regulations
of the Securities and Exchange Commission.
A full-text copy of the Registration Statement is available for
free at:
https://www.sec.gov/Archives/edgar/data/1687277/000121390024051751/ea0207334-s8_reto.htm
About Reto Eco-Solutions
Reto Eco-Solutions, Inc., through its operating subsidiaries in
China, are engaged in the manufacture and distribution of
eco-friendly construction materials (aggregates, bricks, pavers and
tiles), made from mining waste (iron tailings), as well as
equipment used for the production of these eco-friendly
construction materials. In addition, the Company provides
consultation, design, project implementation and construction of
urban ecological protection projects through our operating
subsidiaries in China. The Company also provides parts,
engineering support, consulting, technical advice and service, and
other project-related solutions for its manufacturing equipment and
environmental protection projects.
Irvine, California-based YCM CPA, Inc., the Company's auditor since
2021, issued a "going concern" qualification in its report dated
May 15, 2024, citing that the Company records an accumulated
deficit as of Dec. 31, 2023, and the Company currently has net
working capital deficit, continued net losses and negative cash
flows from operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
REWORLD HOLDING: S&P Affirms 'B+' ICR, Outlook Stable
-----------------------------------------------------
S&P Global Ratings affirmed its 'B+' issuer credit rating on
Reworld Holding Corp. (Reworld), its 'BB' issue-level rating on the
company's senior secured debt, and its 'B' issue-level rating on
Reworld's senior unsecured debt. The '1' recovery rating on the
secured debt and '5' recovery rating on the unsecured debt are
unchanged.
S&P said, "The stable outlook reflects our expectation that Reworld
will sustain debt to EBITDA at 5.8x-6.4x and funds from operations
(FFO) to debt of 9.0%-10.0% during our outlook horizon, despite a
weaker-than-estimated 2023. We continue to expect deleveraging over
our outlook horizon, due to increased EBITDA. We also expect the
company's owner, EQT Infrastructure, will refrain from taking a
dividend and instead will use discretionary cash flow to reinvest
in the company or repay debt.
"We expect that after weaker-than-estimated 2023 FFO, Reworld will
increase its waste segment revenues and adjusted EBITDA and FFO
through incremental volumes and price escalation.
"In 2024, we expect both adjusted EBITDA and FFO to improve after a
weaker 2023 FFO result as waste revenues are set to climb by about
10% due to higher volumes and pricing, as well as a full-year
contribution from the Circon assets (acquired in May 2023). We
project further improvement in EBITDA and FFO in 2025 and 2026, as
revenues modestly rise about 3% per year due to price increases.
Despite this upswing, the company remains highly leveraged for the
forecast period."
Reworld will increase volumes in its profiled waste segment and at
its material processing facilities (MPF), while also realizing
higher pricing through contractual increases, which are generally
in-line with inflation, and capture a higher price per ton from
profiled wastes. At the same time, growth in municipal solid waste
(MSW) volumes is net flat through 2026, reflecting a stable line of
business that underpins Reworld's total waste segment. This should
translate to a moderate increase in cash flows, although we do not
expect material debt reduction, leaving the company highly
leveraged.
S&P said, "Waste volumes are contracted for about four years on the
tip fee side and seven years for service fees, and are about
70%-75% contracted for 2024, which we expect Reworld will sustain
over the forecast period. Tip fees are earned from receiving waste
at Reworld-owned waste to energy (WTE) facilities whereas service
fees are earned from the operation and maintenance of WTE
facilities, albeit at a lower margin. We expect higher contracted
pricing per ton as Reworld has built-in annual price escalators in
these contracts and we expect it to renew contracts at higher
pricing, while sustaining the same level of contractedness in its
waste segment.
"Consequently, we expect this growth to translate to adjusted
EBITDA of about $635 million-$645 million in 2024 and $670
million-$680 million in 2025, equating to leverage of 6.2x-6.4x and
5.8x-6.2x, and FFO to debt of 9.0%-10.0%, respectively. Despite the
rising revenues, we expect Reworld will sustain adjusted EBITDA
margins of about 23%, slightly improving to 25% over the same
period. Projected improvement in margins is fueled largely on the
back of improved price per ton from profiled waste and MPF."
Fixed pricing for more than 85% of generation through 2028 provides
robust cash flow visibility for the energy segment.
Reworld has fixed pricing for over 85% of its expected energy
generation through 2028, reducing earnings volatility during that
period. The company has locked in pricing through a multitude of
measures including contracted steam sales, capacity revenues, power
purchase agreements, and lien-based hedges. Although revenue from
the energy segment dips in 2024 owing to legacy hedges, we expect
it will increase in 2025owing to better contract pricing.
Management has successfully limited earnings volatility from this
segment through its fixed pricing measures while limiting upside
from higher power prices.
The capex program remains elevated as Reworld seeks to improve
boiler availability and earnings.
Reworld continues to spend elevated capex dollars with the
principal aim of improved boiler availability that will translate
to higher earnings. At a high level, better boiler availability
will enable the company to process more tons of waste and realize
more tip fees, generate incremental energy revenues, and capture
more metals, while avoiding costly unplanned outages. Capex remains
higher than it was before 2023, and in fact increased from recent
expectations, due to management's focus on reinvesting capital in
the business (including no dividends to owner EQT) and previously
deferred capex ("catch-up capex") now included. Previously deferred
capex is a function of the previous owner prioritizing dividends
over capex that the current management has identified and is now
prioritizing in its capital allocation plan.
S&P said, "The stable outlook reflects our expectation that Reworld
will sustain debt to EBITDA at 5.8x-6.4x and FFO to debt of
9.0%-10.0% during our outlook horizon, despite a
weaker-than-estimated 2023. We continue to expect deleveraging over
our outlook horizon, due to increased EBITDA. We expect the
company's owner, EQT, will refrain from taking a dividend and
instead will use discretionary cash flow to reinvest in the company
or repay debt.
"We would consider a negative rating action due to poor operational
performance, including boiler availability of less than 90%, or
further declines in metals and power prices that lead S&P Global
Ratings-adjusted debt to EBITDA to rise above 7x consistently or
FFO to debt to fall below 8%. In addition, we would consider a
negative rating action if the company's financial policy, which has
become more favorable, in our opinion, becomes more aggressive,
including capital allocations that are disadvantageous to
creditors.
"We could consider a positive rating action if Reworld's operating
results remain solid, performance from recontracting WtE assets
stays strong, and financial performance improves such that we
believe S&P Global Ratings-adjusted debt to EBITDA and FFO to debt
will remain below 6x and above 12%, respectively."
ROBLOX CORP: S&P Upgrades ICR to 'BB+', Outlook Stable
------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Roblox Corp.
to 'BB+' from 'BB'.
The stable outlook reflects S&P's expectation the company will
expand and diversify its user base such that it increases its
annual revenue by more than 10% and continues to improve its FOCF
generation.
S&P said, "We forecast Roblox will strongly increase its revenue,
improve its operating margin, and expand its FOCF. Over the past
two years, the company has made significant investments in its
platform to improve its digital infrastructure and keep up with the
rapid expansion of its user base. As the pace of its investment
abates and its capital expenditure returns to a more-normalized
level of about $180 million in 2024, we forecast its FOCF
generation will rapidly improve. We now forecast Roblox will
generate FOCF of $360 million and an S&P Global Ratings-adjusted
EBITDA margin of about 4%. We forecast the company's capital
spending will remain subdued in 2025, which--combined with its
improving operating margin--will foster a further expansion in its
FOCF."
Roblox is successfully diversifying its user base. As the company
has expanded, it has diversified its user base both geographically
and by age cohort. Roblox has historically had a large user base of
children under the age of 13 (U13) but has focused on expanding its
number of over 13 (O13) users as part of its growth strategy. This
includes retaining users as they age up and attracting new O13
users. Roblox expanded its daily active user (DAU) count to 77.7
million as of March 31, 2024, from 54.1 million two years ago,
which indicates a 20% annual growth rate. However, the company has
increased its O13 DAU to 44.9 million from 28.3 million over the
same time frame, which indicates a more-rapid growth rate of 26%.
Management's ability to expand its number of O13 users has helped
support the strong expansion in its revenue and will enable it to
improve its monetization, given that monetization opportunities
(with respect to experiences and advertising) are broader for the
O13 cohort.
S&P said, "We expect Roblox will maintain a strong balance sheet.
The company has sustained a net cash position of nearly $2.5
billion, which reflects $3.5 billion of cash, short-term, and
long-term liquid market investments and $1 billion of debt. Due to
its ample cash position and improving cash flow generation, we
expect Roblox will retain the flexibility to expand its business
through small acquisitions without affecting its strong balance
sheet.
"The stable outlook reflects our expectation Roblox will expand and
diversify its user base such that it increases its annual revenue
by more than 10% and expands its FOCF."
S&P could lower its rating on Roblox if:
-- The company experiences higher levels of volatility due to an
increase in competition that limit its ability to increase its
revenue;
-- Its free cash flow generation declines due to higher levels of
required investment to sustain its competitive position; or
-- The company adopts a more-aggressive financial policy with
respect to acquisitions that leads it to develop a significant net
debt position.
S&P could raise its rating on Roblox if:
-- The company improves its FOCF generation sustainably above $500
million annually;
-- Its EBITDA margin approaches 10%; and
-- The company demonstrates a track record of financial prudence
and discipline as it continues to expand.
SCILEX HOLDING: Board Approves Resolution to Maximize Unit's Value
------------------------------------------------------------------
Scilex Holding Company disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on June 17, 2024, the Board
of Directors of the Company approved a resolution to authorize
management to explore ways in which to maximize the value of Semnur
Pharmaceuticals, Inc., the Company's wholly owned subsidiary, and
SP-102 (SEMDEXA), the product candidate held by Semnur, for the
Company and its stockholders, including by way of conducting a
spin-off, merger, dividend, reclassification or other similar
transaction.
About Scilex Holding
Headquartered in Palo Alto, CA, Scilex Holding Company is an
innovative revenue-generating company focused on acquiring,
developing and commercializing non-opioid pain management products
for the treatment of acute and chronic pain. Scilex targets
indications with high unmet needs and large market opportunities
with non-opioid therapies for the treatment of patients with acute
and chronic pain and are dedicated to advancing and improving
patient outcomes. Scilex's commercial products include: (i) ZTlido
(lidocaine topical system) 1.8%, a prescription lidocaine topical
product approved by the U.S. Food and Drug Administration for the
relief of neuropathic pain associated with postherpetic neuralgia,
which is a form of post-shingles nerve pain; (ii) ELYXYB, a
potential first-line treatment and the only FDA-approved,
ready-to-use oral solution for the acute treatment of migraine,
with or without aura, in adults; and (iii) Gloperba, the first and
only liquid oral version of the anti-gout medicine colchicine
indicated for the prophylaxis of painful gout flares in adults,
expected to launch in the first half of 2024.
San Diego, California-based Ernst & Young LLP, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated March 11, 2024, citing that the Company has negative
working capital, has suffered losses from operations, has recurring
negative cash flows from operations, and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern.
SEALED AIR: Moody's Rates New Senior Unsecured Notes 'Ba2'
----------------------------------------------------------
Moody's Ratings assigned a Ba2 rating to the new senior unsecured
notes of Sealed Air Corporation. The Ba1 corporate family rating,
the Ba1-PD probability of default rating, all other instrument
ratings, and the SGL-3 speculative grade liquidity rating remain
unchanged. The instrument rating assigned to Sealed Air Limited, a
subsidiary of Sealed Air Corporation, also remains unchanged. The
outlook remains negative.
The unsecured notes proceeds will be used to refinance the existing
$400 million senior unsecured notes maturing in September 2025,
and, to the extent the transaction is upsized, the additional
proceeds will be used to repay a portion of the senior secured term
loan A maturing in March 2027.
"Sealed Air's proposed refinancing transaction is credit neutral
since it will not change the amount of total debt," said Motoki
Yanase, VP - Senior Credit Officer at Moody's.
"The potential change in the composition of secured and unsecured
debt as a result of this transaction will not have material impact
to change the facility ratings," added Yanase.
The ratings are subject to the transaction closing as proposed and
receipt and review of the final documentation.
RATINGS RATIONALE
The negative rating outlook reflects Moody's expectation that
Sealed Air's credit metrics will remain weak against its Ba1 CFR
for the next 12-18 months. Despite moderating volume declines,
Moody's expects modest demand in protective segment will restrain
profit growth during 2024 together with some added costs related to
the Liquibox acquisition and restructuring.
Sealed Air Corporation's Ba1 CFR reflects the company's focus on
value-added products used for perishable foods and product
protection, which supports its high margins, steady demand from
food end markets, and growth in the e-commerce and industrial
markets. In addition, a meaningful installed base of automated
equipment on customers' premises drives recurring materials and
services sales.
These credit strengths are counterbalanced by credit weaknesses,
including the event risk associated with fresh foods such as meat
and the cyclicality in some of the company's end markets
(industrial and transportation) with weak demand during weaker
points in the economic cycle. Sealed Air is an innovative leader in
the markets it serves; yet, it operates in a fragmented and
competitive packaging industry that has many private competitors
and strong price competition, particularly in the protective
packaging side of the business.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
A ratings upgrade requires a commitment to an investment grade
financial profile including an unencumbered capital structure.
Additionally, an upgrade would require a sustainable improvement in
credit metrics. Specifically, the ratings could be upgraded if debt
to EBITDA is below 3.5x, EBITDA margin is above 22% and free cash
flow to debt is above 12%.
The ratings could be downgraded if there is deterioration in credit
metrics, the competitive environment or liquidity. Additionally, a
large, debt financed acquisition or shareholder return could lead
to a downgrade. Specifically, the ratings could be downgraded if
debt to EBITDA is above 4.25x, EBITDA margin is below 18% or FCF to
debt drops below 8%.
The principal methodology used in this rating was Packaging
Manufacturers: Metal, Glass and Plastic Containers published in
December 2021.
Headquartered in Charlotte, North Carolina, Sealed Air Corporation
is a global provider of high-performance materials, automation,
equipment and services. The company designs, manufactures and
delivers packaging solutions that preserve food, protect goods and
automate packaging processes. Sealed Air reports in two segments,
Food and Protective, and recorded about $5.5 billion of revenue for
the 12 months that ended March 2024.
SELECT MEDICAL: Moody's Hikes CFR to Ba3, Outlook Remains Stable
----------------------------------------------------------------
Moody's Ratings upgraded the ratings of Select Medical Holdings
Corporation ("Select Medical"), including the corporate family
rating to Ba3 from B1, the Probability of Default Rating to Ba3-PD
from B1-PD. Moody's also upgraded the ratings of Select Medical
Corporation's (a wholly owned subsidiary of Select Medical Holdings
Corporation) senior secured bank credit facility rating of the
first lien term loan and the first lien revolving credit facility
to Ba1 from Ba2 and the senior unsecured notes rating to B1 from
B3. The Speculative Grade Liquidity Rating ("SGL") is maintained at
SGL-1. The outlooks for both entities remain stable.
The ratings upgrade reflects Moody's expectation of mid-single
digit revenue growth and solid operating performance. Moody's
expects that the company's pro forma leverage, as of March 31,
2024, will decline to below 4.0x in the next 12-18 months. The
spin-off of Concentra Group Holdings Parent, Inc. (Concentra) will
reduce Select Medical's scale and diversity, but management will be
more focused on its remaining businesses. Select Medical will
remain a diversified healthcare services company comprised of its
critical illness recovery hospitals, outpatient rehabilitation, and
rehabilitation hospitals. Select Medical will continue to invest in
growth, and leverage will likely remain in the 3.5x-4.0x range.
The rating action follows the announced debt pay down following the
spin-off of Select Medical's occupational health service business,
Concentra that was first announced on January 3, 2024. In July
2024, Select Medical will pursue an IPO of twenty percent of the
Concentra business. Select Medical plans to repay its revolving
credit facilities and a portion of its first lien term loan with
the IPO proceeds which are estimated to be around $2 billion.
Concentra represented about 25% of Select Medical's total revenue.
Following the separation, there will be two publicly traded
entities. Select Medical expects to spin the remaining 80% to
Select Medical's shareholder within twelve months to maintain a
tax-free spin.
Governance risk considerations are material to the rating action.
Select Medical has a solid track record in business growth and
operating under challenges such as labor and inflationary pressures
that were headwinds in 2022 and 2023. In addition, Select Medical
will use the roughly $2 billion of proceeds from the spin to repay
existing debt on its term loan facilities and draws on its
revolving credit facility. Moody's views the debt repayment
positively compared to using the proceeds for other shareholder
friendly policies.
The stable outlook reflects Moody's expectation that Select Medical
will maintain solid credit metrics but will also remain highly
reliant on Medicare and vulnerable to potential reimbursement
changes. Moody's anticipates that Select Medical will continue to
operate with leverage in the 3.5x-4.0x range.
RATINGS RATIONALE
The Ba3 CFR is constrained by Select Medical's moderate leverage
that Moody's expects to remain between 3.5 to 4.0x. Moody's
anticipates margins will continue to improve as the company focuses
on its three main business lines. The company's critical illness
recovery hospital (LTCH) and rehabilitation hospital segments,
which comprise about 70% of revenue for Select Medical, rely on the
Medicare program as a source of revenue, also face longer-term
reimbursement risks. That said, Medicare reimbursement rate for
2025 is proposed to have a 2.6% increase for in long-term care
facilities, which would aid in margin expansion.
Supporting the rating is Select Medical's significant scale and
good business diversity despite the spin-off of the company's
occupational health segment, and leading market positions in each
of its business segments. The company's outpatient rehabilitation
business provides both payor and geographic diversity, with limited
exposure to government payors. Moody's anticipates that earnings
growth over the next 12-18 months will come from tuck-in
acquisitions, the maturation of recently opened critical illness
recovery hospitals, and an enhanced referral network. The rating
also benefits from Select Medical's solid free cash flow
generation.
The SGL-1 reflects Moody's view that Select Medical's liquidity
will be very good over the next 12 months. Select Medical will have
about $93 million of cash pro forma for the spin-off, and full
availability under its $770 million revolving credit facility.
Moody's believes that the company's operating cash flow will be
more than sufficient to cover basic cash requirements and that the
company will generate roughly $100 million of positive free cash
flow annually. Moody's anticipates that Select Medical will
maintain good cushion under its financial covenant following the
debt pay down.
Select Medical's senior secured term loan and revolving credit
facility are each rated Ba1, two notches above Select Medical
corporate family rating. The Ba1 rating reflects the benefit of a
significant amount of unsecured notes in the capital structure that
will absorb losses prior to the senior secured debt. The unsecured
notes are rated B1, reflecting the significant amount of secured
debt that would recover ahead of the unsecured noteholders.
Select Medical's CIS-3 (previously CIS-4) indicates that ESG
considerations have a limited impact on the current credit rating
with potential for greater negative impact over time. This reflects
Select Medical's exposure to social risk considerations (S-4) and
governance risk considerations (G-3, previously G-4). Select
Medical faces social risks related to demographic and societal
trends such as the rising concerns around the access and
affordability of healthcare services. Select Medical has high
exposure to government payors. Any changes to reimbursement rates
of Medicare or Medicaid directly impact revenue and profitability.
Regarding responsible production, while there is no disclosed
litigation or other contingencies, as a healthcare service
provider, the company remains at risk of government investigations
or liability related to patient care. Select Medical is also
exposed to labor pressures and human capital constraints as the
company relies on highly specialized labor to provide its services.
The company's reliance on highly specialized clinical labor makes
it vulnerable to worsening supply-demand imbalance of such labor
and the resultant spike in labor costs. Labor pressure contributed
to margin contraction in 2022 and increased leverage. Governance
risk considerations reflect Select Medical's financial strategy
given the company's moderately aggressive financial policy to
support the company's rapid expansion as it grows through a
combination of new facilities and acquisitions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Select Medical sustains
debt/EBITDA below 3.25 times while maintaining good liquidity,
sufficient financial flexibility and business diversification that
allow the company to absorb potential future negative regulatory
developments and reimbursement changes.
The ratings could be downgraded if liquidity weakens or if Select
Medical experiences adverse developments in Medicare regulations or
reimbursement that result in deterioration in margins or cash flow
coverage metrics. A downgrade could also occur if the company makes
a material debt-funded acquisition or shareholder initiative, or if
debt/EBITDA is sustained above 4.25 times.
Select Medical Corporation, headquartered in Mechanicsburg, PA,
provides long-term acute care services and inpatient acute
rehabilitative care through its critical illness recovery and
rehabilitation hospital segments. Select also provides physical,
occupational, and speech rehabilitation services through its
outpatient rehabilitation segment. As of March 31, 2024, Select
Medical operated 107 critical illness recovery hospitals in 28
states, 33 rehabilitation hospitals in 13 states, 1,922 outpatient
rehabilitation clinics in 39 states and the District of Columbia.
At March 31, 2024, Select Medical had operations in 46 states and
the District of Columbia. Pro-forma revenue for the spin-off of
Concentra is approximately $5 billion LTM March 31, 2024.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
SMC ENTERTAINMENT: Retires $443K of Debt
----------------------------------------
SMC Entertainment, Inc., announced June 14, 2024, the retirement of
$442,875 of debt in the form of consulting fees and management
conversion of accrued earnings. The Debt retirement will be
reflected in the Company's second quarter 2024 financial
statements.
The Debt is comprised of $360,875 held by two previous consultants;
$126,000 and $234,875 respectively, and $82,000 in accrued
consulting fees owed to the Company's CEO, Erik Blum, which was
converted to 60,740,740 of the Company's common shares at $0.00135
per share. The total number of common shares now held by the
Company's CEO has increased to 284,970,470
"We believe the Debt retirement and my conversion of $82,000 in
accrued consulting fees into restricted equity is a tremendous
opportunity to enhance SMC's balance sheet and shows management's
commitment to the Company. In light of SMC's recent announcement
to purchase 100% of the assets of ChainTrade Ltd., I feel our stock
is extremely undervalued. I was presented with an opportunity to
increase my equity position at these levels and chose to execute on
it to enhance SMC's balance sheet. Management will continue to
find ways to reduce SMC's long-term debt, minimize shareholder
dilution and increase shareholder value," said Erik Blum, SMC's
CEO.
About SMC
Boca Raton, Fla.-based SMC Entertainment Inc. --
http://www.smceinc.com/-- is a versatile holding company focused
on acquisition and support of proven commercialized financial
services and technology (Fintech) companies. SMC's
multi-discipline growth by acquisition approach is to enhance
revenues and shareholder equity.
Lagos, Nigeria-based Olayinka Oyebola & Co., the Company's auditor
since March 2022, issued a "going concern" qualification in its
report dated April 15, 2024, citing that the Company suffered an
accumulated deficit of $17,560,687, net loss of $1,560,683 and a
negative working capital of $3,393,255. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
SOLID BIOSCIENCES: Adam Koppel, Rajeev Shah Resign as Directors
---------------------------------------------------------------
Solid Biosciences Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that on June 7, 2024,
Adam Koppel notified the Company of his decision to resign as a
member of the Company's Board of Directors, effective June 11,
2024. Dr. Koppel's decision to resign from the Board was not due to
a disagreement on any matter related to the Company's operations,
policies or practices.
Also on June 7, 2024, Rajeev Shah notified the Company of his
decision to resign as a member of the Board, effective June 11,
2024. Mr. Shah's decision to resign from the Board was not due to a
disagreement on any matter related to the Company's operations,
policies or practices.
The Company thanks and greatly appreciates the contributions both
Dr. Koppel and Mr. Shah have made to Solid Biosciences. Following
these resignations, the Company's Board will consist of nine
members.
About Solid Biosciences
Charlestown, Mass.-based Solid Biosciences, Inc. is a life sciences
company focused on advancing a portfolio of current and future gene
therapy candidates, including SGT-003 for the treatment of Duchenne
muscular dystrophy, SGT-501 for the treatment of catecholaminergic
polymorphic ventricular tachycardia, and additional assets for the
treatment of cardiac and other diseases, at different stages of
development with varying levels of investment.
As of March 31, 2024, the Company has $248.7 million in total
assets, $38 million in total liabilities, and $210.7 million in
total stockholders' equity.
The Company cautioned in its Form 10-Q Report for the quarterly
period ended March 31, 2024, that substantial doubt exists about
its ability to continue as a going concern. According to the
Company, as of March 31, 2024, it had an accumulated deficit of
$683.1 million. During the three months ended March 31, 2024, the
Company incurred a net loss of $24.3 million and used $25.2 million
of cash in operations. The Company expects to continue to generate
operating losses in the foreseeable future. Based upon its current
operating plan, the Company expects that its cash, cash equivalents
and available-for-sale securities of $206.1, million excluding
restricted cash of $1.8 million, as of March 31, 2024, will be
sufficient to fund its operating expenses and capital expenditure
requirements for at least 12 months. However, the Company has based
this estimate on assumptions that may prove to be wrong, and its
operating plan may change as a result of many factors currently
unknown to it.
As a result, the Company could deplete its capital resources sooner
than it currently expects. The Company expects to finance its
future cash needs through a combination of equity offerings, debt
financings, collaborations, strategic partnerships and alliances or
licensing arrangements. If the Company is unable to obtain funding,
the Company would be forced to delay, reduce or eliminate some or
all of its research and development programs, preclinical and
clinical testing or commercialization efforts, which could
adversely affect its business prospects.
SOLID BIOSCIENCES: All Proposals Approved at Annual Meeting
-----------------------------------------------------------
Solid Biosciences Inc. held its Annual Meeting during which the
Company's stockholders:
1. Elected Martin Freed, Ilan Ganot, Georgia Keresty and Ian
Smith as Class III directors to serve until the 2027 Annual Meeting
of Stockholders, each director to hold office until his or her
successor has been duly appointed and qualified.
2. Ratified the appointment of PricewaterhouseCoopers LLP as
the Company's independent registered public accounting firm for the
fiscal year ending December 31, 2024.
3. Approved an amendment to the Company's Certificate of
Incorporation, as amended, to increase the number of authorized
shares of the Company's common stock from 60,000,000 to
120,000,000.
4. Approved an amendment to the 2020 Plan to increase the
number of shares of the Company's common stock available for
issuance thereunder by 2,000,000 shares.
5. Approved the non-binding, advisory vote on the compensation
paid to its named executive officers.
6. Recommended, in a non-binding, advisory vote, that future
advisory votes on the compensation of the Company's named executive
officers be held every year.
About Solid Biosciences
Charlestown, Mass.-based Solid Biosciences, Inc. is a life sciences
company focused on advancing a portfolio of current and future gene
therapy candidates, including SGT-003 for the treatment of Duchenne
muscular dystrophy, SGT-501 for the treatment of catecholaminergic
polymorphic ventricular tachycardia, and additional assets for the
treatment of cardiac and other diseases, at different stages of
development with varying levels of investment.
As of March 31, 2024, the Company has $248.7 million in total
assets, $38 million in total liabilities, and $210.7 million in
total stockholders' equity.
The Company cautioned in its Form 10-Q Report for the quarterly
period ended March 31, 2024, that substantial doubt exists about
its ability to continue as a going concern. According to the
Company, as of March 31, 2024, it had an accumulated deficit of
$683.1 million. During the three months ended March 31, 2024, the
Company incurred a net loss of $24.3 million and used $25.2 million
of cash in operations. The Company expects to continue to generate
operating losses in the foreseeable future. Based upon its current
operating plan, the Company expects that its cash, cash equivalents
and available-for-sale securities of $206.1, million excluding
restricted cash of $1.8 million, as of March 31, 2024, will be
sufficient to fund its operating expenses and capital expenditure
requirements for at least 12 months. However, the Company has based
this estimate on assumptions that may prove to be wrong, and its
operating plan may change as a result of many factors currently
unknown to it.
As a result, the Company could deplete its capital resources sooner
than it currently expects. The Company expects to finance its
future cash needs through a combination of equity offerings, debt
financings, collaborations, strategic partnerships and alliances or
licensing arrangements. If the Company is unable to obtain funding,
the Company would be forced to delay, reduce or eliminate some or
all of its research and development programs, preclinical and
clinical testing or commercialization efforts, which could
adversely affect its business prospects.
SOLID BIOSCIENCES: Registers Additional Securities For 2020 Plan
----------------------------------------------------------------
Solid Biosciences, Inc. filed a Registration Statement on Form S-8,
relating to the Amended and Restated 2020 Equity Incentive Plan, as
amended, for the purpose of registering additional securities of
the same class as other securities for which a Registration
Statement on Form S-8 relating to the Amended and Restated 2020
Equity Incentive Plan, as amended, has previously been filed and is
effective.
Accordingly, this Registration Statement incorporates by reference
the contents of (i) the Registration Statement on Form S-8, File
No. 333-241370, filed with the Securities and Exchange Commission
on August 6, 2020 by the Registrant, relating to the Registrant’s
2020 Equity Incentive Plan, (ii) the Registration Statement on Form
S-8, File No. 333-258856, filed with the Securities and Exchange
Commission on August 16, 2021 by the Registrant, relating to the
Registrant’s 2020 Equity Incentive Plan, 2021 Employee Stock
Purchase Plan, Inducement Stock Option Awards (March 2021 –
August 2021) and Inducement Restricted Stock Unit Award (August
2021), (iii) the Registration Statement on Form S-8, File No.
333-268643, filed with the Securities and Exchange Commission on
December 2, 2022 by the Registrant, relating to the Registrant’s
Amended and Restated 2020 Equity Incentive Plan, Inducement Stock
Option Awards (December 2022) and Inducement Restricted Stock Unit
Awards (December 2022), (iv) the Registration Statement on Form
S-8, File No. 333-270765, filed with the Securities and Exchange
Commission on March 23, 2023 by the Registrant, relating to the
Registrant’s Amended and Restated 2020 Equity Incentive Plan, and
(v) the Registration Statement on Form S-8, File No. 333-277869,
filed with the Securities and Exchange Commission on March 13, 2024
by the Registrant, relating to the Registrant’s Amended and
Restated 2020 Equity Incentive Plan, Amended and Restated 2021
Employee Stock Purchase Plan and 2024 Inducement Stock Incentive
Plan, and, in each case.
A full-text copy of the Registration Statement is available at
https://tinyurl.com/ar5uadfm
About Solid Biosciences
Charlestown, Mass.-based Solid Biosciences, Inc. is a life sciences
company focused on advancing a portfolio of current and future
gene therapy candidates, including SGT-003 for the treatment of
Duchenne muscular dystrophy, SGT-501 for the treatment of
catecholaminergic polymorphic ventricular tachycardia, and
additional assets for the treatment of cardiac and other diseases,
at different stages of development with varying levels of
investment.
As of March 31, 2024, the Company has $248.7 million in total
assets, $38 million in total liabilities, and $210.7 million in
total stockholders' equity.
The Company cautioned in its Form 10-Q Report for the quarterly
period ended March 31, 2024, that substantial doubt exists about
its ability to continue as a going concern. According to the
Company, as of March 31, 2024, it had an accumulated deficit of
$683.1 million. During the three months ended March 31, 2024, the
Company incurred a net loss of $24.3 million and used $25.2 million
of cash in operations. The Company expects to continue to generate
operating losses in the foreseeable future. Based upon its current
operating plan, the Company expects that its cash, cash equivalents
and available-for-sale securities of $206.1, million excluding
restricted cash of $1.8 million, as of March 31, 2024, will be
sufficient to fund its operating expenses and capital expenditure
requirements for at least 12 months. However, the Company has based
this estimate on assumptions that may prove to be wrong, and its
operating plan may change as a result of many factors currently
unknown to it.
As a result, the Company could deplete its capital resources sooner
than it currently expects. The Company expects to finance its
future cash needs through a combination of equity offerings, debt
financings, collaborations, strategic partnerships and alliances or
licensing arrangements. If the Company is unable to obtain funding,
the Company would be forced to delay, reduce or eliminate some or
all of its research and development programs, preclinical and
clinical testing or commercialization efforts, which could
adversely affect its business prospects.
SOUTH HILLS: Court OKs Cash Collateral Access, $5.7MM DIP Loan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
authorized South Hills Operations, LLC and affiliates to, among
other things, use cash collateral and obtain postpetition
financing, on a final basis.
Specifically, the Cuarzo Debtors, namely Monroeville Operations,
LLC, South Hills Operations LLC, Murrysville Operations, LLC and
Mt. Lebanon Operations, LLC are permitted to obtain senior secured
postpetition financing on a superpriority basis consisting of a
senior secured superpriority, credit facility in the aggregate
principal amount of $5.740 million consisting of (a) a New Money
DIP Loan in the amount of $2.870 million and (b) upon entry of a
Final Order, a roll-up of the Cuarzo DIP Lenders' prepetition
secured debt on an as-loaned basis in the amount of $2.870 million,
subject to the terms and conditions of the Final Order and the Loan
Agreement dated May 17, 2024, by and among the Cuarzo Debtors, as
borrower, and GPH Canonsburg LP, GPH Monroeville LP, GPH
Murrysville LP and GPH Mt. Lebanon LP, the Cuarzo DIP Lenders.
The Debtors are required to comply with these milestones:
i. On July 2, 2024, (i) the Bankruptcy Court must approve the
Motion for Entry of an Order Authorizing the Private Sale of Cuarzo
Debtor Assets pursuant to an order in form and substance
satisfactory to the DIP Lender, which order must include findings
that the New Operator must have no successor liability for any of
the Debtors' debts, including bed taxes, DOJ claims, or DOL claims,
and except for expressly assumed executory contracts;
ii. On or before 60 days after the Petition Date, the closing
under the OTA must have occurred, and
iii. On or before July 2, 2024, the Court must have granted the
Cuarzo Debtors' motion to authorize entry into a services agreement
with CP Corridor AHC LLC.
The DIP Facility is due and payable on the earliest to occur of:
1) 135 days from the petition date;
2) acceleration of the DIP loans upon or following an Event of
Default; or
3) conversion of the Chapter 11 cases to one under Chapter 7 or
dismissal of the Chapter 11 cases.
The parties that assert an interest in the Debtors' cash collateral
are the Cuarzo DIP Lenders, CIBC Bank, U.S.A, and the Pennsylvania
Department of Human Services.
Under the terms of the Master Lease, the Cuarzo DIP Lender was
granted a security interest in all of the Cuarzo Debtors' assets,
which interest was perfected by the filing of a UCC1 statement on
April 14, 2017 and a continuation statement on March 31, 2022.
As of the Petition Date, the Debtors are obligated to the Cuarzo
DIP Lender for past due amounts under the Master Lease totaling
$5.5 million as of May 6, 2024. The Cuarzo DIPLenders assert that
it is entitled to additional damages under the Msater Lease, and
including accelerated rent, future real estate taxes, and future
capital expenditure requirements, the amount owed increases to more
than $15.7 million.
CIBC Bank, U.S.A. also filed a security interest in all of the
assets of the Cuarzo Debtors, but nothing is owed to CIBC under the
loan secured by CIBC's security interest in the assets of the
Cuarzo Debtors.
The Cuarzo Debtors have also failed to pay nursing facility
assessments owed to the Pennsylvania Department of Human Services.
The amount owed by the Cuarzo Debtors to the Department for unpaid
assessments as of the Petition Date exceeds $5 million.
As adequate protection, the Cuarzo DIP Lenders are granted
continuing, valid, binding, enforceable, non-avoidable and
automatically perfected postpetition security interests in and
liens on all of the Cuarzo DIP Collateral.
As further adequate protection of the interests of the Cuarzo DIP
Lenders in the Cuarzo Prepetition Collateral against any Diminution
in Value of its interests in such Cuarzo Prepetition Collateral,
the Cuarzo DIP Lenders are granted an allowed superpriority
administrative expense claim in each of the Chapter 11 Cases of the
Cuarzo Debtors or any Successor Cases for any of the Cuarzo Debtors
under 11 U.S.C. sections 503 and 507(b).
The Prepetition Superpriority Claim will have priority over all
other administrative expense claims and unsecured claims against
the Cuarzo Debtors or their estates, now existing or hereafter
arising, of any kind or nature whatsoever.
A copy of the order is available at https://urlcurt.com/u?l=sn5Fxa
from Omni Agent Solutions as claims agent.
About South Hills Operations
South Hills Operations, LLC and its affiliates operate 13 skilled
nursing facilities in Pennsylvania. While they do not have
identical ownership, there is substantial common ownership among
the various debtor entities, and they are affiliates of one
another.
The Debtors filed Chapter 11 petitions (Bankr. W.D. Pa. Lead Case
No. 24-21217) on May 17, 2024, with $1 million to $10 million in
assets and $10 million to $50 million in liabilities.
Judge Carlota M. Bohm oversees the cases.
The Debtors tapped Whiteford Taylor & Presto and Bass, Berry &
Sims, PLC as legal counsels; Ankura Consulting, LLC as
restructuring advisor; and Blueprint Healthcare Real Estate
Advisors, LLC and Cummings and Co. Realtors, LLC as financial
advisors.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
SPARTAN GROUP: Wins Continued Cash Collateral Access
----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas,
Sherman Division, authorized Spartan Group Holdings, LLC and
affiliates to use cash collateral, on an interim basis, in
accordance with the budget and its agreement with BMO Bank N.A.,
f/k/a BMO Harris Bank N.A, the Secured Lender.
The court said the The Debtors' use of cash collateral is limited
to payment of the ordinary and necessary postpetition expenses that
are actually incurred, billed to the Debtors after the Petition
Date and in the Budgets, as well as professional fees and expenses
incurred after the Petition Date and provided for in the Budgets.
Chief Restructuring Officer, Brad Walker will continue to have the
following exclusive powers and authority, to the exclusion of the
Debtors' other management: (i) to authorize the Debtors to seek
approval of any sale of Senior Collateral, (ii) to manage,
distribute, and control cash collateral, and (iii) manage the
wind-down of Debtors' operations in coordination with Senior
Lender.
Unless extended further with the written consent of Senior Lender,
the authorization granted to the Debtors to use cash collateral
under the Second Extension Order will automatically terminate upon
the earliest of:
a. June 7, 2024;
b. the date upon which any of the Debtors no longer is debtor in
possession in the Bankruptcy Case or is otherwise limited or
excluded from the management and operation of its business;
c. the date that any Debtor ceases to operate its businesses
(without the prior written consent of Senior Lender);
d. the granting of relief from the automatic stay of 11 U.S.C.
section 362(a) to any party that claims an interest in any of the
Senior Collateral or in any of the Senior Replacement Collateral
other than the Senior Lender;
e. any of the Debtors seek approval for, or the Court grants, any
party other than Senior Lender a lien or security interest equal or
senior to the liens and security interests held by Senior Lender in
the Senior Collateral and the Senior Replacement Collateral, unless
otherwise expressly consented to by Senior Lender;
d. any of the Debtors seek approval for the sale of any portion of
the Senior Collateral, including, without limitation, the Senior
Replacement Collateral, without Senior Lender's prior written
consent;
e. any of the following actions fail to occur before June 7, 2024:
1. subject to Senior Lender's consent, the filing of a motion
by the Debtors to sell the Debtors' rights in and under the BamTec
contracts and BamTec equipment; and
2. subject to Senior Lender's consent, the filing of a motion
by the Debtors to sell the Debtors' rights in and under certain
excess rebar and related materials; or
3. any of the Debtors failing to comply with any of the terms
of the Second Extension Order and the Prior Cash Collateral Order.
A copy of the order is available at https://urlcurt.com/u?l=uzxcEc
from PacerMonitor.com.
About Spartan Group Holdings
Spartan Group is a family of companies that provide dependable
turnkey engineering, construction, and supply chain service
solutions.
Spartan Group Holdings, LLC and its affiliates filed their
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Tex. Lead Case No. 23-42384) on Dec. 13, 2023.
The petitions were signed by Adrian J. Cano as chief executive
officer. At the time of filing, Spartan estimated $50 million to
$100 million in assets and $100 million to $500 million in
liabilities.
Judge Brenda T. Rhoades presides over the case.
Davor Rukavina, Esq. at MUNSCH HARDT KOPF & HARR, P.C., is the
Debtor's counsel.
SPENCER SPIRIT: Moody's Rates New $350MM Secured Term Loan 'B1'
---------------------------------------------------------------
Moody's Ratings assigned a B1 senior secured rating to Spencer
Spirit IH LLC's proposed 7-year $350 million senior secured term
loan B. All other ratings, including the company's existing B1
corporate family rating and B1-PD probability of default rating
remain unchanged. The outlook is stable.
Proceeds from the new $350 million term loan will be used to repay
the company's existing Term Loan B. Moody's will withdraw ratings
on the existing term loan upon close.
The ratings reflect Moody's view that leverage and coverage metrics
will remain solid at about 1.6x and 4.0x, respectively for the next
12 months notwithstanding a projected modest softening in revenue
and EBITDA for fiscal 2024. The ratings also consider the company's
significant growth in revenue, EBITDA and EBITDA margins since 2019
as well as its market leading position in Halloween celebration
items.
RATINGS RATIONALE
Spencer Spirit IH LLC's (B1 stable) CFR is constrained by its
limited scale and reliance on mall traffic and discretionary
spending by 18-24 year-olds on its Spencer Gifts line. While the
company continues to invest in its digital and omnichannel
capabilities, it remains exposed to the secular shift to online
spending. Spencer Spirit's limited scale, very high seasonality,
with the vast majority of earnings and cash flow generated in the
third quarter (coinciding with Halloween), also constrains its
credit profile. Spencer Spirit benefits from solid execution, which
has driven consistent growth in its Spirit Halloween business line
and led the company to become a market leader for Halloween
costumes, home décor, animatronics and accessories. The credit
profile is also supported by the company's low Moody's debt/EBITDA
compared to similarly rated retail peers, which Moody's projects to
be about 1.6 times at the end of fiscal 2024 (rising to a modest
2.0 times at peak ABL drawings). Moody's expects Spencer Spirit to
have good liquidity over the next 12-18 months, including high cash
balances except for peak seasonal working capital periods and ample
availability under its asset-based revolving credit facility (ABL)
revolver.
The stable outlook reflects Moody's expectation that Spencer Spirit
will continue to maintain solid credit metrics for the rating
category and good liquidity over the next 12-18 months.
The new senior secured term loan B is rated B1 and has a first lien
on all assets of the company, except accounts receivable, inventory
and certain real estate on which it has a second lien behind the
$350 million asset based revolving credit facility (unrated). It
also reflects the term loan's priority position ahead of more
junior claims in the capital structure including leases and
accounts payable.
Marketing terms for the proposed new credit facilities (final terms
may differ materially) include the following: Incremental pari
passu debt capacity up to the greater of $240 million and 100% of
EBITDA plus unlimited amounts subject to 3.1x first lien net
leverage. There is an inside maturity sublimit up to the greater
of $120 million and 50% of EBITDA. A "blocker" provision restricts
the transfer of material intellectual property to unrestricted
subsidiaries. There are no protective provisions restricting an
up-tiering transaction.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
An upgrade would require a significant increase in scale and
diversification that would reduce seasonality, while maintaining
good liquidity and sustained earnings growth in both Spencer's and
Spirit. An upgrade would also require maintenance of conservative
financial strategies, such that debt/EBITDA is sustained below 3.0
times and EBITA/interest expense above 3.0 times
The ratings could be downgraded if operating performance
deteriorates, particularly outside of historical day-of-week
Halloween fluctuations. The ratings could also be downgraded if the
company undertakes more aggressive financial strategies, or if
liquidity weakens. Quantitatively, the ratings could be downgraded
if debt/EBITDA is sustained above 4.0 times or EBITA/interest is
below 2.0 times.
Spencer Spirit IH LLC (Spencer Spirit) is an intermediate holding
company of Spencer Gifts LLC and Spirit Halloween Superstores LLC.
The company operated 681 Spencer's and 1,506 Spirit stores during
the last-twelve-month period ending February 3, 2024 and generated
revenue of about $1.85 billion. Spencer Spirit is predominantly
owned by senior management.
The principal methodology used in this rating was Retail and
Apparel published in November 2023.
SPIRIT AIRLINES: All Proposals Passed at Annual Meeting
-------------------------------------------------------
Spirit Airlines, Inc. held its Annual Meeting of Stockholders
during which the stockholders:
1. Elected Robert D. Johnson and Barclay G. Jones III as Class
I directors to serve for three-year terms until the 2027 Annual
Meeting of Stockholders of the Company or until their respective
successors are elected and qualified.
2. Ratified the selection of Ernst & Young LLP as the
Company's independent registered public accounting firm for the
fiscal year ending December 31, 2024.
3. Approved a non-binding advisory vote on the compensation of
the Company's named executive officers, as disclosed in the
Compensation Discussion and Analysis section of the 2024 Proxy
Statement.
4. Approved a non-binding advisory vote on the frequency of
future advisory votes to approve the compensation of the Company's
named executive officers.
5. Approved the Spirit Airlines, Inc. 2024 Incentive Award
Plan, which was previously adopted by the Board of Directors of the
Company subject to stockholder approval. The 2024 Plan became
effective upon stockholder approval, and replaces and succeeds the
Spirit Airlines, Inc. 2015 Incentive Award Plan in its entirety.
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.
SPIRIT AIRLINES: Registers 2.2M More Shares For 2024 Incentive Plan
-------------------------------------------------------------------
Spirit Airlines, Inc. filed a Registration Statement on Form S with
the U.S. Securities and Exchange Commission to register 2,200,000
shares of common stock, par value $0.0001 per share, of the
Company, issuable under the Spirit Airlines, Inc. 2024 Incentive
Award Plan, which was approved by the Company's stockholders on
June 7, 2024 at the Company's Annual Meeting of Stockholders, and
replaced and succeeded the Spirit Airlines, Inc. 2015 Incentive
Award Plan.
Concurrently herewith, the Company is filing with the Commission a
Post-Effective Amendment No. 1 to Registration Statements on Form
S-8 (File No. 333-206350 and File No. 333-279999) relating to
shares of Common Stock that are authorized for issuance under the
2024 Plan consisting of (i) the number of shares of Common Stock
that remained available for issuance under the 2015 Plan as of the
Effective Date and (ii) the number of shares of Common Stock
underlying any equity award previously granted under the 2015 Plan
that become available for issuance again under the terms of the
2015 Plan upon the termination, forfeiture, repurchase, expiration
or lapse of such award.
A full-text copy of the Registration Statement is available at:
https://www.sec.gov/Archives/edgar/data/1498710/000119312524159241/d851382ds8.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.
STEWARD HEALTH: Court OKs Cash Collateral Access, $225MM DIP Loan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized Steward Health Care System LLC and
affiliates to use cash collateral and obtain postpetition
financing, on an interim basis.
Steward Health Care is permitted to obtain postpetition financing
pursuant to a superpriority, priming, multiple draw
debtor-in-possession term loan facility from WhiteHawk Finance LLC,
Owl Creek Investments I, LLC, OneIM Fund I LP, MidOcean Credit Fund
Management, and Brigade Capital Management, LP, consisting of:
(i) new money term loans in an aggregate principal amount of
up to $225 million, of which $75 million will be made available
upon entry of the Interim Order, and
(ii) upon entry of the Final Order, a rollup of the FILO Term
Loans in the amount of $150 million.
A financial institution designated by the Required DIP Lenders will
act as sole administrative and collateral agent for the DIP
Facility on behalf of the DIP Lenders.
The DIP Facility will mature on the earliest of:
(a) December 31, 2024;
(b) the date that is 28 days after the execution of the Term Sheet
by all parties contemplated to be party thereto, if on such date
definitive documentation for the DIP Facility has not been entered
into by the Debtors, the DIP Agent and the DIP Lenders;
(c) the date that is 35 days after the Closing Date, if on such
date the Final DIP Order has not been entered by the Bankruptcy
Court;
(d) the acceleration of the loans and the termination of unused
commitments under the DIP Facility upon and during the continuance
of an Event of Default; and
(e) the date of dismissal of any Chapter 11 Case, the appointment
of a chapter 11 trustee or an examiner (only to the extent such
examiner is granted powers beyond those set forth under 11 U.S.C.
Sections 1106(a)(3) and (4) and such powers entitle the examiner to
control or dispose of Collateral without the DIP Agent's consent),
conversion of any Chapter 11 Case into a case under chapter 7 of
the Bankruptcy Code, or the effective date of a plan in any Chapter
11 Case.
The Debtors are required to comply with these milestones:
(i) entry of the Interim DIP Order on or before the date that
is five business days after the execution hereof;
(ii) entry of the Final DIP Order on or before the date that is
35 calendar days after the Closing Date;
(iii) within 10 business days after the Bid Deadline, delivery
of a proposed transition plan for the First Round Hospitals (as
defined in the Bidding Procedures Order) to the extent no Qualified
Bid is received by the applicable Bid Deadline;
(iv) entry into binding asset purchase agreement for Stewardship
business by no later than July 31, 2024;
(v) no later than 10 business days after the conclusion of the
Auctions for the applicable First Round Hospital (as defined in the
Bidding Procedures Order), (a) entry into either (1) binding asset
purchase agreements, (2) transition agreements, (3) handover plans
or (4) an agreement with the applicable lessor to fund the working
capital obligations for each First Round Hospital or (b) delivery
of a plan for the closure of such Hospital;
(vi) entry into binding asset purchase agreements for the Second
Round Hospitals (as defined in the Bidding Procedures Order) no
later than September 30, 2024.
The Debtors have demonstrated an immediate and critical need to
obtain the DIP Financing and to continue to use Prepetition
Collateral to permit, among other things, the orderly continuation
of the operation of their businesses, to maintain business
relationships with vendors, suppliers and patients, to make
payroll, to satisfy other working capital and operational needs, to
fund administrative expenses of the chapter 11 cases, and to fund
the Debtors' sale and restructuring efforts.
Pursuant to the Credit Agreement dated August 4, 2024, among
Steward Health Care System LLC, Sound Point Agency LLC, as
administrative agent, Chamberlain Commercial Funding (Cayman) L.P.,
as Collateral Agent, Brigade Agency Services LLC, as FILO Agent,
certain subsidiaries of the Borrower, and the lenders party
thereto, the Prepetition ABL/FILO Secured Parties hold valid,
enforceable, secured, and allowable claims against the Debtors on
account of the Prepetition ABL/FILO Obligations equal to (a) as of
May 31, 2024, no less than $602.2 million of principal amount
outstanding under the ABL/FILO Credit Agreement; plus (b) any and
all accrued but unpaid or uncapitalized interest (including PIK
interest), fees, costs, expenses, charges, advances, claims, debts,
and other obligations that have accrued to the Prepetition ABL/FILO
Secured Parties and which continue to accrue (including
professional fees); provided that the amount (which is calculated
as of May 31, 2024) is subject to adjustment thereafter to give
effect to amortization, prepayment, capitalization of PIK interest
or otherwise as set forth in the ABL/FILO Credit Agreement after
May 31, 2024.
The Prepetition Secured Parties' interests in their collateral are
adequately protected because the FILO DIP Financing allows the
Debtors to realize the going concern value of their operations,
which significantly exceeds the Debtors' value in a forced
liquidation or any other alternative.
The ABL Lenders are also adequately protected because they benefit
from a substantial equity cushion.
The Debtors Current Assets have value of approximately $834
million, including (i) various accounts, account receivables,
healthcare insurance receivables, inventories, and goods eligible
for the borrowing base under the ABL/FILO Credit Agreement that are
worth approximately $423 million and (ii) receivables and other
assets, including certain other pledged collateral (including
anticipated proceeds of excess property sales), that are not
included in the borrowing base worth, in the aggregate,
approximately $410 million. Accordingly, without accounting for any
value for Stewardship Health and the Debtors’ hospitals, which
are the Debtors' core assets, the collateral value of the Current
Assets covers all amounts owing to the ABL Lenders by hundreds of
millions of dollars and well in excess of a 20% equity cushion.
A final hearing on the matter is set for July 3, 2024 at 4 p.m.
A copy of the order is available at https://urlcurt.com/u?l=TVwrKG
from PacerMonitor.com.
About Steward Health Care
Steward Health Care System LLC owns and operates the largest
private physician-owned for-profit healthcare network in the U.S.
Headquartered in Dallas, Texas, Steward's operations include 31
hospitals in eight states, approximately 400 facility locations,
4,500 primary and specialty care physicians, 3,600 staffed beds,
and nearly 30,000 employees. Steward Health Care provides care to
more than two million patients annually.
Steward and 166 affiliated debtors filed a Chapter 11 petitions
(Bankr. S.D. Tex. Lead Case No. 24-90213) on May 6, 2024, in the
U.S. Bankruptcy Court for the Southern District of Texas, and the
Honorable Christopher M. Lopez oversees the proceeding.
Judge Christopher Lopez oversees the case.
Weil, Gotshal & Manges LLP is serving as the Company's legal
counsel. AlixPartners, LLP is providing financial advisory services
to the Company, and John Castellano of AlixPartners is serving as
the Company's Chief Restructuring Officer. Lazard Freres & Co. LLC,
Leerink Partners LLC, and Cain Brothers, a division of KeyBanc
Capital Markets Inc. are providing investment banking services to
the Company. McDermott Will & Emery is special corporate and
regulatory counsel for the company. Kroll is the claims agent.
STROOCK & STROOCK: To Dispose of Client Files
---------------------------------------------
The law firm of Stroock & Stroock & Lavan LLP is currently winding
down its affairs and liquidating its assets. The firm entered into
dissolution on Nov. 17, 2023, and effective as of Dec. 31, 2023,
ceased providing legal services.
As part of its dissolution process, Stroock intends to dispose of
unclaimed client files in its possession or under its control by
rendering them unreadable and otherwise destroying them.
Parties who believe that their files are in the possession, or
under the control of the firm and desire to claim and retrieve, at
their own expense, such files must complete and submit an online
client file retrieval form by no later than Aug. 9, 2024. You may
obtain an online retrieval form, along with instructions about
completing and submitting the same, by sending a request by email
to FileRetrieval@Stroock.com.
TERRASCEND CORP: All Three Proposals Passed at Annual Meeting
-------------------------------------------------------------
TerrAscend Corp. disclosed in a Form 8-K filed with the Securities
and Exchange Commission that it held its 2024 annual meeting of
shareholders of the Company on June 17, 2024 virtually via a live
audio webcast at which the stockholders:
(1) elected Craig Collard, Kara DioGuardi, Ira Duarte, Ed
Schutter, and Jason Wild as directors to serve on the Company's
Board of Directors until the close of the next annual meeting of
shareholders of the Company following his or her election, or any
postponements or adjournments thereof, unless his or her office is
vacated earlier or until his or her successor is elected or
appointed;
(2) ratified the appointment of MNP LLP, Chartered Professional
Accountants, of Toronto, Ontario as the Company's auditor for the
ensuing year at a remuneration to be fixed by the Company's Board;
and
(3) approved amendments to an aggregate of 1,250,000 stock
options held by certain insiders of the Company, to amend the
expiry dates of such Options from their current respective expiry
dates to 10 years from their respective dates of grant.
About Terrascend
Headquartered in Ontario, Canada, Terracend Corp. --
www.terrascend.com -- is a cannabis company that has vertically
integrated licensed operations in Pennsylvania, New Jersey,
Michigan, Maryland and California. In addition, the Company has
retail operations in Ontario, Canada with a majority-owned
dispensary in Toronto, Ontario, Canada. Notwithstanding the fact
that various states in the United States have implemented medical
cannabis laws or have otherwise legalized the use of cannabis, the
use of cannabis remains illegal under U.S. federal law for any
purpose, by way of the Controlled Substances Act of 1970.
Toronto, Canada-based MNP LLP, the Company's auditor since 2017,
issued a "going concern" qualification in its report dated March
14, 2024, citing that the Company has incurred a net loss from
continuing operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern.
THRASIO HOLDINGS: Emerges from Chapter 11 with New Leadership
-------------------------------------------------------------
Thrasio announced its successful emergence from Chapter 11
bankruptcy, unveiling a path forward under new leadership. The
revitalized Thrasio will prioritize its top-performing brands with
a focus on profitability as a consumer goods company.
The company also announced the appointment of Stephanie Fox,
previously COO and employee #1 at Thrasio, as Chief Executive
Officer, and a Director of the company, effective today. This
follows the prior announcement that Greg Greeley will step down as
CEO and Board Chair upon completion of its global restructuring.
Greg Greeley said: "The team has taken tremendous steps these past
eighteen months to put the company on the trajectory for success.
As Thrasio emerges from Chapter 11, the company is well positioned
to successfully grow its brands and delight its customers.
Stephanie's practical experience with Amazon sellers and e-commerce
entrepreneurship combined with her deep understanding of Thrasio's
operational strengths make her ideally suited to lead the company's
revitalization."
Under Ms. Fox, Thrasio will concentrate on its leading brands with
a loyal customer base and potential for product and channel
expansion. This focus includes top-performers like The Hate Stains
Co. stain removers which has grown over 100% in the last year under
Thrasio's leadership and Angry Orange pet deodorizer which has
achieved 21X top line growth since acquisition. Additionally,
brands including breakouts ChomChom pet hair remover and Nippies
bra alternative are thriving on TikTok Shop, top e-commerce sites,
and more than 40,000 storefronts, demonstrating Thrasio's reach
beyond its Amazon origins.
"I am thrilled to lead Thrasio into this next phase," says Fox. "We
are emerging from Chapter 11 with a clean balance sheet, fresh
capital, and a renewed focus on our core business of building
brands. I have been with Thrasio since day one, and remain as
excited about the opportunity ahead now as I was in 2018. Our team
brings deep expertise in Amazon, e-commerce, and brand development,
and we boast a portfolio of beloved brands that continue to thrive
both on and off Amazon. Over the past five years, we have matured
and evolved significantly, and in this next chapter we will be
laser focused on profitability and sustainable growth. With the
right team, systems, and controls in place, we are well-positioned
to lead in this space."
Thrasio's emergence from Chapter 11 marks a pivotal moment,
underscored by significant financial and operational improvements:
-- Deliberate Bankruptcy Process: Thrasio voluntarily entered
Chapter 11 with a well-defined reorganization plan that was widely
supported by its lenders. Ultimately, overwhelming support for
Thrasio's reorganization -- over 99% of all stakeholders who
participated in the process --enabled Thrasio to complete its
process expeditiously.
-- Enhanced Financial Position: The restructuring has left
Thrasio financially stronger, with a clean balance sheet, reduced
debt, and an infusion of $90 million in fresh capital.
-- Focused Growth Strategy: Thrasio's approach will be to
streamline its portfolio to concentrate on its best-performing
brands and core categories ensuring a focus on delivering superior
customer experiences and innovative product offerings.
-- Established Market Share: Thrasio products are found in over
80 million households, and Thrasio estimates that 1 in 2 US homes
has purchased a Thrasio product in the last three years.
About Thrasio
Thrasio -- https://www.thrasio.com/ -- specializes in buying Amazon
third-party private label businesses. Its portfolio includes Angry
Orange pet odor eliminators and stain removers, Wise Owl Outfitters
camping and outdoor gear, and more than 200 other Amazon and
ecommerce brands. Thrasio was co-founded in 2018 by Joshua
Silberstein.
Thrasio has significant overseas operations and partnerships across
the world, including in the United Kingdom, Germany, and China.
Thrasio Holdings, Inc. and several affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead
Case No. 24-11840) on Feb. 28, 2024, with $1 billion to $10 billion
in assets and $500 million to $1 billion in liabilities. Josh
Burke, the Debtors' chief financial officer, signed the petitions.
Judge Christine M. Gravelle oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis
International, LLP and Cole Schotz, P.C. as bankruptcy counsels;
Katten Muchin Rosenman LLP as special counsel; Centerview Partners,
LLC as investment banker; AlixPartners, LLP as financial advisor;
and KPMG LLP as tax consultant. Kurtzman Carson Consultants, LLC is
the Debtors' claims and noticing agent and administrative advisor.
An ad hoc group of first lien lenders retained Gibson, Dunn &
Crutcher, LLP as legal counsel and Sills Cummis & Gross PC as New
Jersey counsel.
ArentFox Schiff, LLP serves as counsel to Wilmington Savings Fund
Society, FSB, the DIP agent.
The prepetition first lien agent, Royal Bank of Canada, is
represented by Simpson Thacher & Bartlett, LLP.
On March 12, 2024, the Office of the United States Trustee for
Region 3 and Region 9 appointed an official committee of unsecured
creditors in these Chapter 11 cases. The committee tapped Morrison
& Foerster LLP and Kelley Drye & Warren LLP as counsel and
Province, LLC as financial advisor.
TIMEKEEPERS INC: Files Emergency Bid to Use Cash Collateral
-----------------------------------------------------------
Timekeepers Inc. asks the U.S. Bankruptcy Court for the Western
District of Texas, San Antonio Division, for authority to use the
cash collateral and provide adequate protection.
The Debtor requires the continued use of cash collateral to make
payments on, among other things, fuel, taxes, rental payments,
insurance, payroll, payroll expenses, utility charges, and the
costs of supplies used in the operation of the business.
At the time of the Debtor's bankruptcy filing, the Debtor had
several creditors which held a security interest in Debtor's cash
collateral. More specifically, the following creditors, listed in
the order of priority have a blanket security interest in all of
the Debtor's assets including but not limited to cash and account
receivables:
a. U.S. Small Business Administration (amount owed: $1.9
million)
b. Fundi Merchant Funding (amount owed: $I62,500)
c. NewCo Capital Group VI LLC (amount owed: $265,180)
d. Cloudfund LLC (amount owed: ($121,420)
e. E Advance Services (amount owed: $I78,700)
f. Advance Servicing Inc.(amount owed $60,025)
At the time of the Debtor's bankruptcy filing, the balance of the
Debtor's bank account was approximately $0. The balance of the
Debtor's accounts receivable is $758,939.
The Debtor proposes to provide adequate protection to the SBA to
the extent required by the Court, in the form of the following:
a. Replacement liens on all post-petition inventory and accounts
receivable acquired by the Debtor since the filing of the petition
generated by the use of cash collateral; and
b. the Debtor will remain current on all of its tax obligations,
including but not limited to deposit of employee withholding for
income, Social Security taxes and hospital insurance (Medicare) and
employer's contribution for Social Security taxes and deposit
excise tax, if applicable. The Debtor will file all present and
future returns as they become due.
In addition, the Debtor proposes to make monthly adequate
protection payments to the SBA in the amount of $3,000, beginning
July 15, 2024, and continuing monthly thereafter until confirmation
of a Plan of Reorganization.
A copy of the motion is available at https://urlcurt.com/u?l=txb5bZ
from PacerMonitor.com.
About Timekeepers Inc.
Timekeepers Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-51101) on June 11,
2024. In the petition signed by Shawn Fluitt, president, the Debtor
disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge Michael M. Parker oversees the case.
Morris E. "Trey" White, III, Esq., at VILLA & WHITE LLP, represents
the Debtor as legal counsel.
TRIPADVISOR INC: Moody's Alters Outlook on 'Ba3' CFR to Positive
----------------------------------------------------------------
Moody's Ratings affirmed Tripadvisor, Inc.'s (Tripadvisor or the
Company) Ba3 Corporate Family Rating and Ba3-PD Probability of
Default Rating. The B1 rating on the senior unsecured notes was
also affirmed. The Speculative Grade Liquidity (SGL) rating remains
SGL-1. The outlook was changed to positive from stable.
The positive outlook reflects Moody's expectation that the Company
will maintain very good liquidity (supported by robust cash
balances) and moderate gross leverage (in the low 3x range, Moody's
adjusted) with some deleveraging possible (absent leveraging
transactions). Moody's also believes that one or both of the
Company's high-growth segments, Viator and TheFork, will turn
profitable over the next 12-18 months, driven by higher sales,
growing operating leverage, and disciplined cost management. Given
the growing scale of these businesses, Moody's expects any weakness
in the Company's Brand Tripadvisor segment will be either largely
or fully offset. As a result, Moody's projects sustained revenue
and EBITDA growth over the next 12-18 months of at least low single
digit percent, with EBITDA margins remaining steady - in the
mid-teens percent range. Further, with low capital intensity (5%-6%
of revenue) and modest borrowing costs (weighted average near 5%),
free cash flows should range near $200 million (plus or minus about
$10 million), driving FCF to debt into the low 20% range.
RATINGS RATIONALE
Tripadvisor's credit profile reflects the strength in its global
brand, small but established market position, and revenue diversity
with a good mix across geographies and balance across three travel
segments including lodging, experiences, and dining. The Company's
Brand Tripadvisor business is a trusted source of over 1 billion
user-generated ratings and reviews on more than 8 million
experiences, accommodations, restaurants, airlines, and cruises,
and highly valued by more than 130 million members, attracting
hundreds of millions of unique visitors annually. The Viator
business has experienced strong growth and is over 40% of the
revenue mix, connecting millions of travelers to the world's
largest supply of bookable tours, activities and attractions—over
350,000 experiences from more than 55,000 operators. The shift to
booking travel online is also a demand tailwind, creating
opportunities to grow scale and market share, especially in
experiences and dining where the Company is well or better
positioned relative to competitors. Also supporting the Company is
its track record of robust liquidity and a disciplined financial
policy that balances the interest of shareholders and creditors. In
particular, except for the pandemic years, the Company has a long
history of maintaining cash balances in excess of debt obligations
or operating the business with no debt.
The credit profile is constrained by the pressure on its second
largest business (behind Viator), Tripadvisor-branded hotels inside
the Brand Tripadvisor (TA) segment. Tripadvisor-branded segment
revenues haven't fully recovered from the pandemic ( approximately
84% of 2019 revenue and 73% of EBITDA), with Europe and Asia still
lagging the recovery in the U.S. Additionally, Moody's believes
monetization remains low relative to traffic volume, customer
concentration is high, and competition is rising. Further, the
Company is becoming more disciplined in its participation in the
hotel auction market which will control costs but slow revenue
growth. As result, and due to the mix shift to Viator and TheFork
which have not produced earnings, the Company's EBITDA margin
profile remains constrained (in the mid-teens percent range).
Significant costs required to acquire and retain customers (over
50% of revenue) as well as constant investment to maintain and
advance the Company's technology (about mid-teens percent of
revenue) are a drag on better profitability.
The Company's relatively small scale (near $1.8 billion Q1 LTM
revenue) is also a disadvantage relative to larger peers with
better operating leverage. A highly and increasingly competitive
industry with hotel chains and other suppliers of travel services
working to increases their own direct to consumer connections, and
very large established tech players edging into the market with
competing offerings is also a risk, as is governance with highly
concentrated ownership. Tripadvisor needs to continually adapt its
business model to technology evolution, including the rapid
adoption of generative artificial intelligence.
Liquidity is very good (SGL-1) supported by significant cash
balances in excess of debt, an undrawn $500 million revolving
credit facility, and covenant-lite loans. Alternate liquidity is
limited with a partially secured capital structure.
Moody's rates the senior unsecured notes (due 2025) B1, one notch
below the CFR given its subordinate position relative to the senior
secured revolving credit facility (unrated). The instrument rating
reflects the probability of default of the Company, as reflected in
the Ba3-PD Probability of Default Rating, an average expected
family recovery rate of 50% at default given the mixed capital
structure, and the instruments' ranking in the capital structure
which also includes unsecured convertible notes (unrated).
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could consider an upgrade if the Company sustains:
-- Leverage (Moody's adjusted gross debt to EBITDA) below 3.75x,
and
-- Growth in consolidated revenue and EBITDA, with same or better
margin profile, and
-- Viator turns profitable with strong and sustained growth, and
-- Very good liquidity
An upgrade could also be conditional on larger scale and more
diversity, as well as reasonable clarity that the Company's market
position remains strong despite the adoption of new technology by
market participants.
Moody's could consider a downgrade if:
-- Gross leverage (Moody's adjusted gross debt to EBITDA) is
sustained above 4.75x, or
-- Consolidated revenue or EBITDA decline, or
-- Retained cash flow to net debt is sustained below 15%, or
-- Very good liquidity is not maintained
A downgrade could also be considered if there were unfavorable and
material changes in scale, diversity, market share, or the business
model.
The subsidiaries of Tripadvisor, Inc. (Nasdaq: TRIP), founded in
2000 and based in Needham, MA, owns and operates a portfolio of
travel media brands and businesses, including Tripadvisor, Viator,
and TheFork. Revenue for the last twelve months ended March 31,
2024 was approximately $1.8 billion. The Tripadvisor Group operates
as a family of brands that connects people to experiences worth
sharing, and aims to be the world's most trusted source for travel
and experiences. The Company leverages its brands, technology, and
capabilities to connect global audience with partners through rich
content, travel guidance, and two-sided marketplaces for
experiences, accommodations, restaurants, and other travel
categories.
Tripadvisor is publicly traded but closely held by Liberty
TripAdvisor Holdings, Inc. ("LTRIP") which controls roughly 57% of
the voting share, which is in turn tightly controlled by one
shareholder (Greg Maffei) which owns approximately 43% of LTRIP.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
TRITON WATER: S&P Places 'B' ICR on Watch Positive on Merger
------------------------------------------------------------
S&P Global Ratings placed its 'B' issuer credit rating and all
issue-level ratings on CreditWatch with positive implications on
Triton Water Holdings Inc. (d/b/a BlueTriton).
S&P said, "We could raise the issuer credit rating up to two
notches if we believe S&P Global Ratings-adjusted leverage will
remain below 5x, the deal receives customary regulatory approvals
from regulators, and the transaction closes on substantially
similar terms as proposed.
"We expect to resolve the CreditWatch placement by the first half
of 2025, when we expect the transaction to close."
Triton Water Holdings Inc. has entered into an agreement to merge
with Primo Water Corp. in an all-stock transaction.
The CreditWatch placement reflects S&P's expectation that Triton's
pro forma leverage at close could modestly improve. This assumes
the capital structure of both stand-alone entities remains in place
and there are no material one-time charges that hurt pro forma
EBITDA.
The CreditWatch placement also reflects potentially less-aggressive
financial policies, as Triton's financial sponsors would relinquish
voting control of the combined company. S&P expects Triton
shareholders will have 57% economic ownership of the new combined
entity, while Primo Water shareholders have 43%.
Additionally, S&P expects the combined entity will have greater
scale with combined revenue of about $6.5 billion and combined S&P
Global Ratings-adjusted EBITDA of $1.3 billion (on a last-12-months
basis as of March 31, 2024). The merged entity would also benefit
from improved diversification and operating efficiency given Primo
Water's competitive advantage in the home and office water delivery
segment, Triton's competitive advantage in the retail bottled-water
segment, and better economies of scale from a greater a national
footprint.
However, these benefits may not fully materialize if the
transaction faces any regulatory hurdles, which will be an
important element of our review. Still, given expected category
growth in bottled water, as well as the potential to realize
substantial cost synergies primarily in the home and office
delivery segment, S&P expects continued solid EBITDA growth
following the merger.
S&P said, "The placement of all ratings on CreditWatch with
positive implications reflects the likelihood that we could raise
the issuer credit rating on Triton up to two notches upon close of
the transaction, which we anticipate in the first half of 2025,
assuming the transaction receives regulatory approval and is
completed as proposed. Importantly, this would assume that S&P
Global Ratings-adjusted leverage is sustained below 5x."
Stamford, Conn.-based Triton, formerly known as Nestle Waters North
America, is the resulting entity from Nestle's separation of its
North American water business. Through various brands, Triton is
the No. 1 player in the U.S. bottled water market and has the No. 2
position in beverage delivery services. The company produces and
sells six regional spring water brands--Poland Spring, Deer Park,
Ice Mountain, Ozarka, Zephyrhills, Arrowhead--and the two national
water brands Pure Life (a value brand) and Splash. Triton acquired
Saratoga Spring Water Co., another regional brand, though its
products are more premium in nature because its water comes in
glass bottles. Triton sells through retail channels, which
represent about 75% of its total sales, and the ReadyRefresh
channel, which represents about 25% of its total sales. The company
operates primarily in the U.S. (97% of revenue) and Canada (3%).
UPHEALTH INC: Common Stock Delisted From NYSE
---------------------------------------------
The New York Stock Exchange filed a 25-NSE Report with the U.S.
Securities and Exchange Commission notifying its intention to
remove the entire class of common stock, of UpHealth, Inc. from
listing and registration on the Exchange on June 21, 2024, pursuant
to the provisions of Rule 12d2-2(b) because, in the opinion of the
Exchange, the Common Stock is no longer suitable for continued
listing and trading on the NYSE.
The Exchange reached its decision to delist the Company's Common
Stock pursuant to Section 802.01B of the NYSE's Listed Company
Manual because the Company had fallen below the NYSE's continued
listing standard requiring listed companies to maintain an average
global market capitalization over a consecutive 30 trading day
period of at least $15,000,000. On December 11, 2023, the Exchange
determined that the Common Stock of the Company should be suspended
from trading and directed the preparation and filing with the
Commission of this application for the removal of the Common Stock
from listing and registration on the NYSE. The Company was notified
by letter on December 11, 2023. Pursuant to authorization, a press
release regarding the proposed delisting was issued and posted on
the Exchange's website on December 11, 2023. Trading in the Common
Stock was suspended on December 11, 2023. The Company had a right
to appeal to a Committee of the Board of Directors of the Exchange
the determination to delist the Common Stock, provided it filed a
written request for such a review with the Secretary of the
Exchange within ten business days of receiving notice of the
delisting determination. On December 26, 2023, the Company formally
requested such review.
On June 7, 2024, the Company notified the Exchange that it
determined to officially withdraw its request for a hearing.
Consequently, all conditions precedent under SEC Rule 12d2-2(b) to
the filing of this application have been satisfied.
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 $7.7MM Net Income in Q1 2024
---------------------------------------------
Urban One, Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting net income
of $7.7 million on $104.4 million of net revenue for the three
months ended March 31, 2024, compared to a net loss of $2.4 million
on $109.9 million of net revenues for the three months ended March
31, 2023.
As of March 31, 2024, the Company had $1.1 billion in total assets,
$832.5 million in total liabilities, $8.36 million in redeemable
noncontrolling interests, and $285.2 million in total stockholders'
equity.
A full-text copy of the Company's Form 10-Q is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1041657/000155837024009019/uone-20240331x10q.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.
VINTAGE WINE: Board OKs $1.425M Retention Payment to CEO
--------------------------------------------------------
Vintage Wine Estates, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on June 5,
2024, the Board approved an amendment to the Retention plan to
retain employees and executive officers, including the principal
executive officer.
Pursuant to the amended Retention Plan, Seth Kaufman, the Company's
Chief Executive Officer, is entitled to receive a cash retention
payment in the amount of $1,425,000, subject to executing a release
of claims in favor of the Company and its affiliates.
As previously disclosed, payments under the amended Retention Plan
must be repaid to the Company by Mr. Kaufman if he resigns without
good reason or is terminated for cause prior to the achievement of
certain milestones, including (i) transfer of employment to a buyer
of the assets of the Company, (ii) consummation of a restructuring
or change of control transaction, (iii) June 30, 2025, (iv)
involuntary separation without cause or (v) death or disability.
Under the amended Retention Plan, good reason includes a material
reduction in Mr. Kaufman's salary, a material diminution in his job
title, any requirement that Mr. Kaufman relocate his principal
executive office or residence to a location that is more than 20
miles from such current location, or if the Company materially
breaches the term of the Retention Plan or Mr. Kaufman's employment
agreement, as amended.
A copy of the amended Retention Plan will be filed with the
Company's Annual Report on Form 10-K for the year ended June 30,
2024.
About Vintage Wine Estates
Vintage Wine Estates, Inc. (NASDAQ: VWE) produces and sells wines
and craft spirits in the United States, Canada, and
internationally. The company offers its products under the Layer
Cake, Cameron Hughes, Clos Pegase, B.R. Cohn, Firesteed, Bar Dog,
Kunde, Cherry Pie, and others. It also owns and operates
hospitality facilities; and provides bottling, fulfillment, and
storage services to other companies on a contract basis. The
company was founded in 2019 and is headquartered in Incline
Village, Nevada.
As of March 31, 2024, the Company had $478.63 million in total
assets, $393.47 million in total liabilities, and $84.92 million in
total stockholders' equity. As of December 31, 2023, the Company
had $502.5 million in total assets and $391.6 million in total
liabilities.
The Company cautioned in its Form 10-Q Report for the quarterly
period ended March 31, 2024 that substantial doubt exists about its
ability to continue as a going concern. The Company has seen its
cash usage to fund operations increase. In the past, the Company
has been able to fund operating cash flow needs by using its line
of credit. Due to the events of the default, the Company's ability
to access its line of credit is currently limited. If the Company
is unable to cure the events of default or receive additional
capital from its Lenders or third parties, the Company may not be
able to fund its operations and will be forced to seek bankruptcy
protection.
Whether additional amendments or waivers to the Second A&R Loan and
Security Agreement or extensions of the Forbearance Period are
obtained is not within the Company's control, and there can be no
assurances that its Lenders and Agent will not accelerate the
maturity of the debt. If acceleration occurs, the Company does not
have sufficient cash to repay the outstanding debt and would likely
be forced to seek bankruptcy protection. As a result of these
uncertainties, management has concluded that there is substantial
doubt about the Company's ability to continue as a going concern.
VINTAGE WINE: Lenders Extend Forbearance Agreement Until July 25
----------------------------------------------------------------
Vintage Wine Estates, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on June 10,
2024, the Company, the Borrowers, the Lenders and BMO Bank N.A.
entered into the Second Amended and Restated Forbearance
Agreement.
As previously disclosed, on February 28, 2024, the Company, its
wholly owned subsidiary Vintage Wine Estates, Inc., a California
corporation, certain other subsidiaries of the Borrower Agent, the
Lenders party thereto, and BMO Bank N.A., as administrative agent
and collateral agent, entered into a Forbearance Agreement with
respect to the Second Amended and Restated Loan and Security
Agreement, dated of December 13, 2022, by and among the Company,
the Borrowers, the lenders from time to time party thereto and the
Agent. On April 2, 2024, the Original Forbearance Agreement was
amended and restated pursuant to that certain Amended and Restated
Forbearance Agreement.
The Second Amended and Restated Forbearance Agreement amends and
restates the A&R Forbearance Agreement to, among other things:
(a) extend the period during which the Agent and the Lenders
have agreed to forbear from enforcing their respective rights and
remedies in respect of certain events of default under the Loan
Agreement, subject to the terms and conditions therein, to July 25,
2024,
(b) increase the applicable margin on the loans by 300 basis
points, with such 300 basis points payable in kind,
(c) remove the requirement to mandatorily prepay the term
loans on June 17, 2024 in the amount of $10 million and on June 30,
2024 in the amount (in the aggregate with the June 17, 2024
prepayment) of $20 million,
(d) require cash collateralization of certain existing letters
of credit and bank product obligations; and
(e) require the Company and the Borrowers to comply with
certain specified covenants and milestones, including, among other
things, maintaining actual cash receipts for four-week periods of
not less than 85% of projected cash receipts and actual
disbursements for four-week periods of not greater than 110% of
projected disbursements.
In connection with the Second A&R Forbearance Agreement, the
Company and the Borrowers also agreed to pay certain fees to the
Agent, including a payment to the Agent for the benefit of the
Lenders equal to 60 basis points on the Lenders' outstanding loans
and commitments that shall be paid as follows: (i) 10 basis points
in cash on the effective date of the Second A&R Forbearance
Agreement and (ii) 50 basis points in cash on July 25, 2024.
About Vintage Wine Estates
Vintage Wine Estates, Inc. (NASDAQ: VWE) produces and sells wines
and craft spirits in the United States, Canada, and
internationally. The company offers its products under the Layer
Cake, Cameron Hughes, Clos Pegase, B.R. Cohn, Firesteed, Bar Dog,
Kunde, Cherry Pie, and others. It also owns and operates
hospitality facilities; and provides bottling, fulfillment, and
storage services to other companies on a contract basis. The
company was founded in 2019 and is headquartered in Incline
Village, Nevada.
As of March 31, 2024, the Company had $478.63 million in total
assets, $393.47 million in total liabilities, and $84.92 million in
total stockholders' equity. As of December 31, 2023, the Company
had $502.5 million in total assets and $391.6 million in total
liabilities.
The Company cautioned in its Form 10-Q Report for the quarterly
period ended March 31, 2024 that substantial doubt exists about its
ability to continue as a going concern. The Company has seen its
cash usage to fund operations increase. In the past, the Company
has been able to fund operating cash flow needs by using its line
of credit. Due to the events of the default, the Company's ability
to access its line of credit is currently limited. If the Company
is unable to cure the events of default or receive additional
capital from its Lenders or third parties, the Company may not be
able to fund its operations and will be forced to seek bankruptcy
protection.
Whether additional amendments or waivers to the Second A&R Loan and
Security Agreement or extensions of the Forbearance Period are
obtained is not within the Company's control, and there can be no
assurances that its Lenders and Agent will not accelerate the
maturity of the debt. If acceleration occurs, the Company does not
have sufficient cash to repay the outstanding debt and would likely
be forced to seek bankruptcy protection. As a result of these
uncertainties, management has concluded that there is substantial
doubt about the Company's ability to continue as a going concern.
VYAIRE MEDICAL: Moody's Lowers PDR to D-PD on Bankruptcy Filing
---------------------------------------------------------------
Moody's Ratings downgraded Vyaire Medical, Inc.'s ("Vyaire")
Probability of Default Rating to D-PD from Ca-PD. At the same time,
Moody's affirmed the Corporate Family Rating at Ca and the backed
senior secured bank credit facility ratings at Caa3. The outlook
remains stable.
These actions follow the announcement that Vyaire has initiated
prearranged voluntary Chapter 11 proceedings in the U.S. Bankruptcy
Court for the District of Delaware on June 9, 2024. Vyaire has
entered into a Restructuring Support Agreement (RSA) to support the
sale of the firm's assets.
Subsequent to the rating action, Moody's will withdraw all the
ratings of Vyaire.
Governance risk considerations are material to the rating action.
The company's aggressive financial policies and poor track record
of execution have resulted in an untenable capital structure which
contributed to the bankruptcy filing.
RATINGS RATIONALE
Vyaire's ratings are constrained by its untenable capital structure
reflected in its very high financial leverage and weak liquidity.
The ratings also reflect poor operational execution of the business
reorganization plan after a major divestiture in 2023.
The stable outlook reflects Moody's view that the current ratings
adequately reflect expected recoveries.
Vyaire is a manufacturer and distributor of respiratory products.
The company's products are focused on respiratory health, including
respiratory diagnostics, ventilation and airway management. Vyaire
is privately owned by Apax Partners.
The principal methodology used in these ratings was Medical
Products and Devices published in October 2023.
WEWORK INC: Davis Polk Advised Secured Noteholders in Chapter 11
----------------------------------------------------------------
Davis Polk advised an ad hoc group of secured noteholders in
connection with the chapter 11 restructuring of WeWork, Inc. and
certain of its subsidiaries. The ad hoc group helped negotiate the
terms of the restructuring, which reduced the company's leverage by
over $4 billion. WeWork filed its voluntary chapter 11 petitions in
the United States Bankruptcy Court for the District of New Jersey
on November 6, 2023.
In connection with the restructuring, the ad hoc group, SoftBank
Vision Fund II-2 L.P., and Cupar Grimmond, LLC funded the chapter
11 case through the consensual use of WeWork's cash collateral, a
DIP Term Loan C facility provided by SoftBank, and two new-money
DIP financing facilities backstopped by the ad hoc group and Cupar.
The interim new-money DIP facility of $50 million was funded during
the case and repaid upon WeWork's emergence, and the exit new-money
DIP facility of approximately $400 million was funded and equitized
upon emergence.
WeWork's confirmed chapter 11 plan provides for, among other things
(i) the equitization of certain claims on account of the new-money
DIP financing commitments, certain claims on account of WeWork's
DIP letters of credit and prepetition letters of credit, and
WeWork's first-lien and second-lien secured notes into the common
equity of reorganized WeWork, (ii) the cancellation of all other
indebtedness and preexisting equity interests in WeWork and (iii)
the commitment by SoftBank to provide credit support for
reorganized WeWork in the form of an exit letter of credit
facility.
Of those who voted on the plan, 100% of WeWork's prepetition
lenders and secured noteholders voted in favor of the plan.
WeWork's chapter 11 plan was confirmed by the bankruptcy court for
the District of New Jersey following a hearing held on May 30,
2024, and WeWork emerged from chapter 11 on June 11, 2024.
WeWork is a leading global flexible space provider committed to
delivering technology-driven turnkey solutions, flexible spaces and
community experiences. WeWork serves a membership base of
businesses large and small through its network of more than 600
locations in 37 countries around the world.
The Davis Polk restructuring team included partner Eli J. Vonnegut,
counsel Jonah A. Peppiatt and associates Sophy Ma and Ben Weissler.
The finance team included partner David Hahn, counsel Andrei
Takhteyev and associate Theodore N. Batis. The tax team included
partner Lucy W. Farr, counsel Leslie J. Altus and associate
Bradford Sherman. Partner Evan Rosen and associate Heather Weigel
advised on corporate matters. All members of the Davis Polk team
are based in the New York office.
Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited
liability partnership, and its associated entities.
About WeWork Inc.
New York, NY-based WeWork Inc. is a global flexible workspace
provider, serving a membership base of businesses large and small
through its network of 779 Systemwide Locations, including 622
Consolidated Locations as of December 2022.
WeWork Inc. and its affiliates sought relief under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.J. Case No. 23-19865) on Nov. 6,
2023. In its petition, WeWork Inc. reported $19 billion of
liabilities and $15 billion of assets.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP, Cole Schotz PC, and Munger, Tolles & Olson LLP
as counsel; Alvarez & Marsal North America LLC and Province, LLC as
financial advisors; PJT Partners LP as investment banker; and
McManimon, Scotland & Baumann, LLC as local counsel. Softbank is
represented by Weil Gotshal & Manges LLP and Wollmuth Maher &
Deutsch LLP as legal counsel and Houlihan Lokey Capital as
financial advisor.
The Ad Hoc Group of First Lien and Second Lien Lenders is
represented by Davis Polk & Wardwell LLP (Eli Vonnegut, Elliot
Moskowitz, Natasha Tsiouris, Jonah Peppiatt) and Greenberg Traurig
LLP (Alan Brody) as legal counsel and Ducera Partners LLC as
financial advisor.
WHITESTONE UPTOWN: Court OKs Cash Collateral Access Thru July 16
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, authorized Whitestone Uptown Tower, LLC, a/k/a
Pillarstone Capital to use cash collateral, on an interim basis, in
accordance with the budget, through July 16, 2024.
As adequate protection, RSSMSHAM20I3-CI3-TX WUT, LLC is granted
replacement security interests and liens of the same extent,
validity, and priority as the Prepetition Liens in the collateral.
The Replacement Liens are deemed valid, binding, enforceable and
perfected upon entry of the Order and no further notice, filing,
recording or order will be required to validate or perfect the
Replacement Liens. The Replacement Liens are subordinated to fees
payable pursuant to 28 U.S.C. Section 1930(a)(6).
To the extent of the aggregate Diminution of Value, of their
respective interests in the Collateral, the Lender is granted, in
addition to claims under 11 U.S.C. Section 503(b), an allowed
superpriority administrative expense claim pursuant to 11 U.S.C.
Section 507(b).
The Debtor will maintain insurance as provided for in the Budget
and in accordance with the Loan Documents.
A final hearing on the matter is set for July 16, 2024 at 2 p.m.
A copy of the order is available at https://urlcurt.com/u?l=Xyosyn
from PacerMonitor.com.
About Whitestone Uptown Tower, LLC
Whitestone Uptown Tower, LLC is a Single Asset Real Estate debtor
(as defined in 11 U.S.C. Section 101(51B)).
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-32832) on December 1,
2023. In the petition signed by Bradford Johnson, authorized
representative, the Debtor disclosed up to $50 million in both
assets and liabilities.
Judge Michelle V Larson oversees the case.
Joyce Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC,
represents the Debtor as legal counsel.
WORKHORSE GROUP: 1-for-20 Reverse Split Takes Effect
----------------------------------------------------
Workhorse Group Inc. reported in a Form 8-K filed with the
Securities and Exchange Commission that on June 17, 2024, the
previously disclosed 1-for-20 reverse split of the issued and
outstanding shares of Common Stock of the Company became effective.
The authorized number of shares of Common Stock was not affected by
the Reverse Split.
The Company adjusted the exercise price, number of shares issuable
on exercise or vesting and/or other terms of its outstanding stock
options, warrants, restricted stock, and restricted stock units to
reflect the effects of the Reverse Split. The number of shares of
Common Stock available for issuance under the Company's equity
incentive plans was not affected.
About Workhorse Group
Workhorse Group Inc. -- http://www.workhorse.com-- is an American
technology company with a vision to pioneer the transition to
zero-emission commercial vehicles. The Company designs, develops,
manufactures and sells fully electric ground and air-based electric
vehicles.
Cincinnati, Ohio-based Grant Thornton LLP, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated March 12, 2024, citing that the Company incurred a net loss
of $123.9 million and used $123.0 million of cash in operating
activities during the year ended Dec. 31, 2023, and as of that
date, the Company had total working capital of $40.5 million,
including $25.8 million of cash and cash equivalents, and an
accumulated deficit of $751.6 million. These conditions, along
with the other matters, raise substantial doubt about the Company's
ability to continue as a going concern.
X4 PHARMACEUTICALS: All Three Proposals Passed at Annual Meeting
----------------------------------------------------------------
X4 Pharmaceuticals Inc. held its annual meeting of stockholders
during which the stockholders:
1. Elected David McGirr, M.B.A., Paula Ragan, Ph.D. and Michael
S. Wzyga as directors, each to serve until the Company's 2027
Annual Meeting of Stockholders and until their respective
successors are duly elected and qualified or until their earlier
death, resignation of removal.
2. Ratified the selection of PricewaterhouseCoopers LLP by the
Audit Committee of the Board of Directors as the Company's
independent registered public accounting firm for the fiscal year
ending December 31, 2024.
3. Approved, by a non-binding "say-on-pay" vote, the
compensation of the Company's named executive officers as disclosed
in the Company's definitive proxy statement relating to the Annual
Meeting.
About X4 Pharmaceuticals
Boston, Mass.-based X4 Pharmaceuticals, Inc. is a biopharmaceutical
company discovering, developing, and commercializing novel
therapeutics for the treatment of rare diseases and those with
limited treatment options, with a focus on conditions resulting
from dysfunction of the immune system
As of March 31, 2024, the Company has $112.1 million in total
assets, $111.1 million in total liabilities, and $1.04 million in
total stockholders' equity.
The Company cautioned in its a Form 10-Q Report for the quarterly
period ended March 31, 2024, that substantial doubt exists about
its ability to continue as a going concern. The Company said,
"Since our inception, we have incurred significant operating losses
and negative cash flows from our operations. As of March 31, 2024,
our cash and cash equivalents were $60.5 million, our restricted
cash balance was $0.8 million and our investment in marketable
securities were $20.4 million. We have a covenant under our
Hercules Loan Agreement that currently requires that we maintain a
minimum level of cash of $20 million through January 31, 2025,
subject to subsequent reductions. Based on our current cash flow
projections, which exclude any benefit from the potential sale of
our PRV, no additional borrowings that may become available on
Hercules Loan Agreement and with no additional external funding, we
believe that we will not be able to maintain the minimum cash
required to satisfy this covenant beginning in the first quarter of
2025. In such event, the lenders could require the repayment of all
outstanding debt."
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re M&S Oilfield Service, LLC
Bankr. D. Wyo. Case No. 24-20220
Chapter 11 Petition filed June 10, 2024
See
https://www.pacermonitor.com/view/LXI4J5A/MS_Oilfield_Service_LLC__wybke-24-20220__0001.0.pdf?mcid=tGE4TAMA
represented by: Stephen R. Winship, Esq.
WINSHIP & WINSHIP, PC
E-mail: steve@winshipandwinship.com
In re Dipu Haque
Bankr. C.D. Cal. Case No. 24-14601
Chapter 11 Petition filed June 11, 2024
In re D & J Pool Prep Corp
Bankr. M.D. Fla. Case No. 24-02922
Chapter 11 Petition filed June 11, 2024
See
https://www.pacermonitor.com/view/WPOGFFA/D__J_Pool_Prep_Corp__flmbke-24-02922__0001.0.pdf?mcid=tGE4TAMA
represented by: Chad Van Horn, Esq.
VAN HORN LAW GROUP, P.A.
E-mail: chad@cvhlawgroup.com
In re Orion Mental Health Center LLC
Bankr. S.D. Fla. Case No. 24-15804
Chapter 11 Petition filed June 11, 2024
See
https://www.pacermonitor.com/view/676GFIY/Orion_Mental_Health_Center_LLC__flsbke-24-15804__0001.0.pdf?mcid=tGE4TAMA
represented by: Chad Van Horn, Esq.
VAN HORN LAW GROUP, P.A.
E-mail: chad@cvhlawgroup.com
In re No Bull Roofing & Construction LLC
Bankr. E.D. Ky. Case No. 24-60540
Chapter 11 Petition filed June 11, 2024
See
https://www.pacermonitor.com/view/ZIE3XJY/No_Bull_Roofing__Construction__kyebke-24-60540__0001.0.pdf?mcid=tGE4TAMA
represented by: Laura Day DelCotto, Esq.
DELCOTTO LAW GROUP PLLC
E-mail: ldelcotto@dlgfirm.com
In re Lenon Bernard Johnson, Jr.
Bankr. W.D. La. Case No. 24-80345
Chapter 11 Petition filed June 11, 2024
represented by: L. Henry, Esq.
In re 10 Pershing Avenue, LLC
Bankr. E.D.N.Y. Case No. 24-72254
Chapter 11 Petition filed June 11, 2024
See
https://www.pacermonitor.com/view/V3FRTFY/10_Pershing_Avenue_LLC__nyebke-24-72254__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Alrachid, LLC
Bankr. N.D. Ohio Case No. 24-12309
Chapter 11 Petition filed June 11, 2024
See
https://www.pacermonitor.com/view/GP7OLFI/Alrachid_LLC__ohnbke-24-12309__0001.0.pdf?mcid=tGE4TAMA
represented by: Frederic P. Schwieg, Esq.
FREDERIC P SCHWIEG ATTORNEY AT LAW
E-mail: fschwieg@schwieglaw.com
In re Guided Paths, Inc.
Bankr. E.D. Va. Case No. 24-32195
Chapter 11 Petition filed June 11, 2024
See
https://www.pacermonitor.com/view/A7IFHBQ/Guided_Paths_Inc__vaebke-24-32195__0001.0.pdf?mcid=tGE4TAMA
represented by: Christopher M. Winslow, Esq.
WINSLOW, MCCURRY & MACCORMAC , PLLC
E-mail: chris@wmmlegal.com
In re Jocelyn Pierce
Bankr. D. Ariz. Case No. 24-04709
Chapter 11 Petition filed June 12, 2024
represented by: Christopher Simpson, Esq.
OSBORN MALEDON, P.A.
In re Hurricane Creek LLC
Bankr. M.D. Fla. Case No. 24-02935
Chapter 11 Petition filed June 12, 2024
See
https://www.pacermonitor.com/view/7JORYZY/Hurricane_Creek_LLC__flmbke-24-02935__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael Faro, Esq.
FARO & CROWDER
E-mail: ahinkley@farolaw.com
In re T & T Dynamite Rental Properties, Inc.
Bankr. E.D. Mich. Case No. 24-45774
Chapter 11 Petition filed June 12, 2024
See
https://www.pacermonitor.com/view/OMQBQKI/T__T_Dynamite_Rental_Properties__miebke-24-45774__0001.0.pdf?mcid=tGE4TAMA
represented by: Alexander J. Berry-Santoro, Esq.
MAXWELL DUNN PLC
E-mail: aberrysantoro@maxwelldunnlaw.com
In re Active Life Integrated Health
Bankr. D. Nev. Case No. 24-50587
Chapter 11 Petition filed June 12, 2024
See
https://www.pacermonitor.com/view/73RCB3A/ACTIVE_LIFE_INTEGRATED_HEALTH__nvbke-24-50587__0001.0.pdf?mcid=tGE4TAMA
represented by: Kevin A. Darby, Esq.
DARBY LAW PRACTICE
E-mail: kevin@darbylawpractice.com
In re Benita ND, LLC
Bankr. M.D.N.C. Case No. 24-80141
Chapter 11 Petition filed June 12, 2024
See
https://www.pacermonitor.com/view/2FAFA6I/Benita_ND_LLC__ncmbke-24-80141__0001.0.pdf?mcid=tGE4TAMA
represented by: Samantha K. Brumbaugh, Esq.
IVEY, MCCLELLAN, SIEGMUND, BRUMBAUGH &
MCDONOUGH, LLP
In re DCS Janitorial, LLC a/k/a Dallas Cleaning Services
Bankr. E.D. Pa. Case No. 24-12012
Chapter 11 Petition filed June 12, 2024
See
https://www.pacermonitor.com/view/KEIOWXA/DCS_JANITORIAL_LLC_aka_DALLAS__paebke-24-12012__0001.0.pdf?mcid=tGE4TAMA
represented by: Maggie Soboleski, Esq.
CENTER CITY LAW OFFICES, LLC
E-mail: msoboles@yahoo.com
In re Cousin Enterprises, LLC
Bankr. E.D. Tenn. Case No. 24-11426
Chapter 11 Petition filed June 12, 2024
See
https://www.pacermonitor.com/view/N526DAA/Cousin_Enterprises_LLC__tnebke-24-11426__0001.0.pdf?mcid=tGE4TAMA
represented by: W. Thomas Bible, Jr., Esq.
TOM BIBLE LAW
E-mail: tom@tombiblelaw.com
In re Pegasus Restaurant Group, LLC
Bankr. E.D. Va. Case No. 24-11072
Chapter 11 Petition filed June 12, 2024
See
https://www.pacermonitor.com/view/NAWYGJQ/Pegasus_Restaurant_Group_LLC__vaebke-24-11072__0001.0.pdf?mcid=tGE4TAMA
represented by: Richard G. Hall Esq.
RICHARD G. HALL
E-mail: Richard.Hall33@verizon.net
In re His Majesty's Work, Inc.
Bankr. E.D. Mich. Case No. 24-31101
Chapter 11 Petition filed June 13, 2024
See
https://www.pacermonitor.com/view/QGH4CDA/His_Majestys_Work_Inc__miebke-24-31101__0001.0.pdf?mcid=tGE4TAMA
represented by: George E. Jacobs, Esq.
BANKRUPTCY LAW OFFICES
E-mail: george@bklawoffice.com
In re PL MM VI LLC
Bankr. D.N.J. Case No. 24-15993
Chapter 11 Petition filed June 13, 2024
See
https://www.pacermonitor.com/view/PEPK3AQ/PL_MM_VI_LLC__njbke-24-15993__0001.0.pdf?mcid=tGE4TAMA
represented by: Douglas J. McGill, Esq.
WEBBER MCGILL LLC
E-mail: dmcgill@webbermcgill.com
In re 579 Chester Street LLC
Bankr. E.D.N.Y. Case No. 24-42520
Chapter 11 Petition filed June 13, 2024
See
https://www.pacermonitor.com/view/NJWXAGY/579_Chester_Street_LLC__nyebke-24-42520__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Carlos Alberto Jaramillo, Sr.
Bankr. E.D.N.Y. Case No. 24-42516
Chapter 11 Petition filed June 13, 2024
In re Pump Systems Management, Inc.
Bankr. N.D. Tex. Case No. 24-50137
Chapter 11 Petition filed June 13, 2024
See
https://www.pacermonitor.com/view/2X72E6Y/Pump_Systems_Management_Inc__txnbke-24-50137__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Clicked AI
Bankr. D. Wyo. Case No. 24-20226
Chapter 11 Petition filed June 13, 2024
See
https://www.pacermonitor.com/view/UFTQUFY/Clicked_AI__wybke-24-20226__0001.0.pdf?mcid=tGE4TAMA
represented by: Clark D. Stith, Esq.
CLARK D. STITH
E-mail: clarkstith@wyolawyers.com
In re Essex Park Villas Condominium Association, Inc.
Bankr. M.D. Fla. Case No. 24-03000
Chapter 11 Petition filed June 14, 2024
See
https://www.pacermonitor.com/view/YDY7MDA/Essex_Park_Villas_Condominium__flmbke-24-03000__0001.0.pdf?mcid=tGE4TAMA
represented by: Daniel A. Velasquez, Esq.
LATHAM LUNA EDEN & BEAUDINE LLP
E-mail: dvelasquez@lathamluna.com
In re Sami NaGuib, LLC
Bankr. M.D. Fla. Case No. 24-00852
Chapter 11 Petition filed June 14, 2024
See
https://www.pacermonitor.com/view/4U4Z4OY/Sami_NaGuib_LLC__flmbke-24-00852__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re LaLa's Sangria Bar LLC
Bankr. M.D. Fla. Case No. 24-03389
Chapter 11 Petition filed June 14, 2024
See
https://www.pacermonitor.com/view/PWOVNQY/LaLas_Sangria_Bar_LLC__flmbke-24-03389__0001.0.pdf?mcid=tGE4TAMA
represented by: Kathleen L. DiSanto, Esq.
BUSH ROSS, P.A.
E-mail: kdisanto@bushross.com
In re Henao Contemporary Center LLC
Bankr. M.D. Fla. Case No. 24-03013
Chapter 11 Petition filed June 14, 2024
See
https://www.pacermonitor.com/view/4IXTNNQ/Henao_Contemporary_Center_LLC__flmbke-24-03013__0001.0.pdf?mcid=tGE4TAMA
represented by: Jeffrey S. Ainsworth, Esq.
BRANSONLAW, PLLC
E-mail: jeff@bransonlaw.com
In re Seven Seas Roasting OC, LLC
Bankr. S.D. Cal. Case No. 24-02185
Chapter 11 Petition filed June 14, 2024
See
https://www.pacermonitor.com/view/MLV6WOQ/Seven_Seas_Roasting_OC_LLC__casbke-24-02185__0001.0.pdf?mcid=tGE4TAMA
represented by: Gregory T. Highnote, Esq.
BANKRUPTCY LEGAL GROUP
E-mail: greg@bankruptcysd.com
In re Shmuel Chanin and Lieba Chanin
Bankr. S.D. Fla. Case No. 24-15956
Chapter 11 Petition filed June 14, 2024
represented by: Jeffrey Bast, Esq.
In re 24-26 Barker Street, Inc.
Bankr. D. Mass. Case No. 24-40626
Chapter 11 Petition filed June 14, 2024
See
https://www.pacermonitor.com/view/YQBMECI/24-26_Barker_Street_Inc__mabke-24-40626__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Dawkins Development Group Inc.
Bankr. S.D.N.Y. Case No. 24-22537
Chapter 11 Petition filed June 14, 2024
See
https://www.pacermonitor.com/view/JRW5BTA/Dawkins_Development_Group_Inc__nysbke-24-22537__0001.0.pdf?mcid=tGE4TAMA
represented by: Julie Curley, Esq.
KIRBY AISNER & CURLEY LLP
E-mail: jcurley@kacllp.com
In re Matthew K. Fish
Bankr. N.D. Ohio Case No. 24-50881
Chapter 11 Petition filed June 14, 2024
represented by: Thomas Coffey, Esq.
In re Ryan David Kling and Amanda Kathryn Kleven
Bankr. D. Ore. Case No. 24-31648
Chapter 11 Petition filed June 14, 2024
represented by: Ann K. Chapman, Esq.
SUSSMAN SHANK LLP
E-mail: achapman@sussmanshank.com
In re CJM Transportation, Inc.
Bankr. E.D. Tenn. Case No. 24-11449
Chapter 11 Petition filed June 14, 2024
See
https://www.pacermonitor.com/view/P2KKMHA/CJM_Transportation_Inc__tnebke-24-11449__0001.0.pdf?mcid=tGE4TAMA
represented by: W. Thomas Bible, Jr., Esq.
TOM BIBLE LAW
E-mail: tom@tombiblelaw.com
In re James Robert Sills
Bankr. E.D. Tenn. Case No. 24-31016
Chapter 11 Petition filed June 14, 2024
represented by: James Moore, Esq.
In re Mahendra K Piple
Bankr. E.D. Va. Case No. 24-11099
Chapter 11 Petition filed June 14, 2024
represented by: Alexandria Jeffers, Esq.
In re Golf Carts On Line, Inc.
Bankr. M.D. Fla. Case No. 24-03018
Chapter 11 Petition filed June 16, 2024
See
https://www.pacermonitor.com/view/A74CINY/Golf_Carts_On_Line_Inc__flmbke-24-03018__0001.0.pdf?mcid=tGE4TAMA
represented by: Kenneth D. Herron, Jr., Esq.
HERRON HILL LAW GROUP, PLLC
E-mail: chip@herronhilllaw.com
In re Top Shop Auto Restoration LLC
Bankr. D.N.J. Case No. 24-16047
Chapter 11 Petition filed June 16, 2024
See
https://www.pacermonitor.com/view/ISNP4GA/Top_Shop_Auto_Restoration_LLC__njbke-24-16047__0001.0.pdf?mcid=tGE4TAMA
represented by: Andre L. Kydala, Esq.
LAW FIRM OF ANDRE L. KYDALA
E-mail: kydalalaw@aim.com
In re Curtis Carl Burns
Bankr. S.D. Fla. Case No. 24-15990
Chapter 11 Petition filed June 17, 2024
represented by: Zoila Cifuentes Esteban, Esq.
In re Zuid Holdings, LLC
Bankr. N.D. Ga. Case No. 24-56300
Chapter 11 Petition filed June 17, 2024
See
https://www.pacermonitor.com/view/UR6ZWCI/Zuid_Holdings_LLC__ganbke-24-56300__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re 680 Wall Blvd., LLC
Bankr. E.D. La. Case No. 24-11137
Chapter 11 Petition filed June 17, 2024
See
https://www.pacermonitor.com/view/LARFJ4Y/680_Wall_Blvd_LLC__laebke-24-11137__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Horizon Interiors, LLC
Bankr. D. Mass. Case No. 24-11196
Chapter 11 Petition filed June 17, 2024
See
https://www.pacermonitor.com/view/V66RHDA/Horizon_Interiors_LLC__mabke-24-11196__0001.0.pdf?mcid=tGE4TAMA
represented by: Marques C. Lipton, Esq.
LIPTON LAW GROUP, LLC
E-mail: marques@liptonlg.com
In re Joshua Tree Learning Experience, Inc.
Bankr. E.D. Pa. Case No. 24-12069
Chapter 11 Petition filed June 17, 2024
See
https://www.pacermonitor.com/view/AFM4SMI/JOSHUA_TREE__LEARNING_EXPERIENCE__paebke-24-12069__0001.0.pdf?mcid=tGE4TAMA
represented by: Maggie Soboleski, Esq.
CENTER CITY LAW OFFICES, LLC
E-mail: msoboles@yahoo.com
In re Blackridge Operating LLC
Bankr. E.D. Tex. Case No. 24-41419
Chapter 11 Petition filed June 17, 2024
See
https://www.pacermonitor.com/view/5RZ4FKA/Blackridge_Operating_LLC__txebke-24-41419__0001.0.pdf?mcid=tGE4TAMA
represented by: C. Daniel Herrin, Esq.
HERRIN LAW, PLLC
E-mail: ecf@herrinlaw.com
In re Kenneth Eugene Colley
Bankr. E.D. Tex. Case No. 24-41421
Chapter 11 Petition filed June 17, 2024
represented by: M. Watson, Esq.
*********
Monday's edition of the TCR delivers a list of indicative prices
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
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Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
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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.
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*** End of Transmission ***