/raid1/www/Hosts/bankrupt/TCR_Public/240724.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, July 24, 2024, Vol. 28, No. 205
Headlines
3968 MLK: Court OKs Bid to Appoint Chapter 11 Trustee
500 CITY ISLAND: Voluntary Chapter 11 Case Summary
A-AP BUYER: S&P Assigns 'B' Long-Term ICR, Outlook Stable
AEGIS SCIENCES: Saratoga Marks $2.2MM Loan at 25% Off
ALIGNED DEVELOPMENT: Unsecureds to be Paid in Full in Plan
ALLEN MEDIA: Saratoga Marks $4.3MM Loan at 16% Off
AMERICAN RESOURCES: Elects 5 Directors, Names GBQ as Auditor
AMERICAN ROCK: Moody's Lowers CFR & First Lien Term Loan to Caa2
ANASTASIA PARENT: Saratoga Marks $945,000 Loan at 32% Off
ARCADIA BIOSCIENCES: CFO Kawakami Holds 1,281 Shares, 1,487 Options
ASTRA SPACE: Completes Merger With Apogee, Delisted From Nasdaq
AULT ALLIANCE: Declares $0.2708 Dividend on Preferred Shares
AY PHASE II: DBD to Sell 100% Class B Interest on July 23
BRENDAN GOWING: Seeks to Hire John F. Coggin CPA as Accountant
BRENDAN GOWING: Taps PCR Brokerage Houston as Real Estate Broker
CAREERBUILDER LLC: Moody's Lowers PDR to D-PD on PIK Conversion
CAREERBUILDER LLC: Saratoga Marks $3.9MM Loan at 85% Off
CASTLE US HOLDING: Saratoga Marks $1.9MM Loan at 35% Off
CCS-CMGC HOLDINGS: Saratoga Marks $2.3MM Loan at 32% Off
CHEN FOUNDATION: Seeks to Extend Plan Exclusivity to October 14
CHICAGO WHIRLY: Hires Robbins DiMonte as Special Conflicts Counsel
CMM MINEOLA: Hires Hilco Real Estate as Real Estate Consultant
COAST TO COAST: Wins TRO Against M&T, et al.
COMMSCOPE HOLDING: To Receive $2.1 Billion From Amphenol Sale
CONGRUEX GROUP: S&P Cuts ICR to 'CCC' on Deteriorating Liquidity
CS MIDTOWN: Seeks to Hire Horn Aylward & Bandy as Special Counsel
CSC HOLDINGS: Saratoga Marks $478,750 Loan at 21% Off
DELTA APPAREL: Ernst & Young Declines Reappointment Amid Bankruptcy
DISCOVERY GUARANTOR: S&P Affirms 'B-' ICR, Outlook Stable
DISCOVERY PURCHASER: FMC Transaction No Impact on Moody's 'B3' CFR
EBET INC: Foreclosure Auction Set for Aug. 1 After Credit Default
ECHOSTAR CORP: Ergen Two-Year GRAT Holds 26.5MM Class B Shares
EFS PARLIN: Unsecureds Will Get 12% to 25% in Liquidating Plan
ENC PARENT: Moody's Cuts CFR & Sr. Secured First Lien Debt to Caa1
EOS U.S. FINCO: Saratoga Marks $968,750 Loan at 22% Off
EVOFEM BIOSCIENCES: Inks A&R Merger Agreement With Aditxt
EXELA TECHNOLOGIES: Files Plan to Regain Nasdaq Compliance
EYENOVIA INC: Tsontcho Ianchulev Holds 3.2% Stake
EYM PIZZA: Case Summary & Largest Unsecured Creditors
FOCUS UNIVERSAL: Inks Lease With Veena for California Warehouse
FOUNTAIN VU: Continued Operations to Fund Plan Payments
FRANCHISE GROUP: Saratoga Marks $2.9MM Loan at 24% Off
FRANCHISE GROUP: Saratoga Marks $799,104 Loan at 22% Off
GAMEHENDGE INC: Case Summary & 20 Largest Unsecured Creditors
GFH LTD: Seeks to Hire Ludlum & Mannen, CPA's PC as Accountant
GLOBAL TELLINK: S&P Places 'B' ICR on CreditWatch Negative
GOLDEN RULE: Case Summary & Six Unsecured Creditors
GOLDEN WEST: Saratoga Marks $1.8MM Loan at 17% Off
GOOD NATURED: Files CCAA Protection to Commence Sale
GOTO GROUP: Saratoga Marks $1.7MM Loan at 39% Off
GRUBHUB HOLDINGS: Moody's Affirms 'B3' CFR, Outlook Remains Stable
HAIMIL REALTY: Seeks to Hire Jacobs P.C. as Legal Counsel
I10/I20 CUISINE: Voluntary Chapter 11 Case Summary
IDERA INC: Moody's Affirms 'B3' CFR, Outlook Remains Stable
ISUN INC: Committee Hires Benesch Friedlander as Delaware Counsel
ISUN INC: Committee Tap Dundon Advisers as Financial Advisor
ISUN INC: Committee Taps Seward & Kissel LLP as Legal Counsel
JAGUAR HEALTH: Adds Lucid Capital as Manager in Third ATM Amendment
JOONKO DIVERSITY: Unsecureds Will Get 100% in Liquidating Plan
JP INTERMEDIATE: 93% Markdown for Saratoga $3.4MM Loan
KBS REAL ESTATE: Extends $601MM Loan Facility to Nov. 6
KRAKEN OIL: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
LA PKWY 2: Unsecureds Will Get 10% of Claims in Plan
LAKELAND TOURS: Saratoga Marks $1.1MM Loan at 80% Off
LIVINGSTON TOWNSHIP: Plan Exclusivity Period Extended to August 5
LOCUS DIGITAL: Seeks to Hire Brown Graham & Co as Accountant
LOYALTY VENTURES: Saratoga Virtually Writes Off $2.9MM Loan
LUCKY NUMBER: Taps A.O.E. Law & Associates as Bankruptcy Counsel
LUMEN TECHNOLOGIES: Saratoga Marks $1.6MM Loan at 31% Off
LUMEN TECHNOLOGIES: Saratoga Marks $1.6MM Loan at 33% Off
MAJOR MODEL: Court Affirms Dismissal of Agra Complaint
MARIZYME INC: Issues $1.25M Promissory Note to Qualigen Therapeutic
MAT TRANSPORT: Voluntary Chapter 11 Case Summary
MATCHBOX BUSINESS: Seeks to Hire Newmark Concepts as Bookkeeper
MCGRAW-HILL EDUCATION: S&P Upgrades ICR to 'B', Outlook Stable
MEDASSETS SOFTWARE: Saratoga Marks $490,000 Loan at 20% Off
MEGNA TEMECULA COUNTRY: Updates SBA Secured Claim Pay
MOUNTAIN SPORTS: Taps Goldstein & McClintock as Bankruptcy Counsel
MOUNTAIN VIEW: Seeks to Extend Plan Exclusivity to October 15
MPH ACAQUISITION: Saratoga Marks $2.9MM Loan at 17% Off
MUSTANG SHOP: Taps Simon's Bookkeeping Service as Accountant
NABORS INDUSTRIES: Projects $735MM Revenue in Fiscal Q2
NEXT LEVEL: Saratoga Marks $2.4MM Loan at 22% Off
NUSTAR ENERGY: Moody's Withdraws 'Ba1' Corporate Family Rating
OLYMPIA INVESTMENTS: Taps Cole Goodson as Special Counsel
OLYMPIA INVESTMENTS: Taps Richard S. Basile as Special Counsel
ORENGO AIR: Hires Jaqueline I Rivera Gonzalez as Accountant
OVIEDO-CLERMONT ROOFING: Taps Strombeck Consulting as Accountant
PATHWAY PARTNERS: Saratoga Marks $480,303 Loan at 22% Off
PEGASUS RESTAURANT: Taps Arthur Lander C.P.A. P.C. as Accountant
PHYSICIAN PARTNERS: Saratoga Marks $2.9MM Loan at 25% Off
QUANTUM MATERIALS: Hires Smeberg Law Firm as Legal Counsel
QUEST BORROWER: Saratoga Marks $1.9MM Loan at 26% Off
R&LS INVESTMENTS: Seeks Approval to Hire ClaytonWolf as Expert
RACKSPACE TECHNOLOGY: Saratoga Marks $2.9MM Loan at 55% Off
RESEARCH NOW: Saratoga Marks $4.2MM Loan at 26% Off
S&W SEED: Extends Maturity of MFP Loan to Nov. 30
SC HEALTHCARE: Seeks to Extend Plan Exclusivity to Nov. 15
SITEL WORLDWIDE: Saratoga Marks $1.9MM Loan at 22% Off
SOLUNA HOLDINGS: Soluna Cloud Increases AI Funding to $13.75MM
SPHERE 3D: Issues June 2024 Operational Update
SPHERE 3D: Responds To Misleading Gryphon Press Release
SPIRIT AIRLINES: Director Richard Wallman Holds 2,000 Common Shares
ST. CHRISTOPHER'S: Taps Barclay Damon LLP as Bankruptcy Counsel
STARCO BRANDS: Joe Schimmelpfennig Appointed to Board of Directors
STEWARD HEALTH: Forshey & Prostok Files Rule 2019 Statement
SUPPLY SOURCE: Orrick & Klehr Harrison Represent the Committee
SUSHI ZUSHI: Seeks to Hire Passman & Jones as Special Counsel
SVB FINANCIAL: Court Tosses Butler's $370,000 Claim
SVB FINANCIAL: Davis Polk Files Supplemental Rule 2019 Statement
TAIGA MOTORS: Seeks CCAA Protection; Deloitte as Monitor
TDA ENTERPRISES: Gets OK to Hire The Alt Key, PLLC as Accountant
TITAN ENVIRONMENTAL: Issues Preferred Shares, Warrants for Notes
TLG CAPITAL: Seeks to Hire CLA San Jose as Accountant
TUBULAR SYNERGY: Hire Stretto Inc. as Claims and Noticing Agent
TUPPERWARE BRANDS: Further Extends Forbearance Deal to August 15
VANSHI LLC: Seeks to Hire Fisher Auction as Auctioneer
VAPOTHERM INC: Beryl Capital, 3 Others Disclose Equity Stakes
VENTURE GLOBAL: S&P Rates New Senior Notes 'BB', Outlook Stable
VERTEX ENERGY: J. Rhame Retiring as COO; Interim Replacement Named
VYAIRE MEDICAL: Hires Kirkland & Ellis as Bankruptcy Counsel
VYAIRE MEDICAL: Hires Omni Agent as Administrative Agent
VYAIRE MEDICAL: Seeks to Hire BDO USA as Tax Accountant
VYAIRE MEDICAL: Seeks to Hire Cole Schotz as Delaware Co-Counsel
VYAIRE MEDICAL: Taps Charles Braley of AP Services as CRO
VYAIRE MEDICAL: Taps PJT Partners LP as Investment Banker
WEALSHIRE REHAB: Taps Levenfeld Pearlstein as Bankruptcy Counsel
WEISS MULTI-STRATEGY: August 23 Claims Filing Deadline Set
WILSONART LLC: S&P Affirms 'B+' ICR, Outlook Stable
WORKHORSE GROUP: Issues $4MM in Convertible Notes and Warrants
ZOOZ POWER: Shifts Share Registration for TASE-Nasdaq Transfers
[] San Antonio,Texas Experiences Significant Store Closures in 2022
*********
3968 MLK: Court OKs Bid to Appoint Chapter 11 Trustee
-----------------------------------------------------
Judge Elizabeth Gunn of the U.S. Bankruptcy Court for the District
of Columbia granted the motion by Gerard R. Vetter, the Acting U.S.
Trustee for Region 4, to appoint a Chapter 11 trustee in the
bankruptcy cases of 3968 MLK, LLC and its affiliates.
On July 15, TD Bank, N.A. filed a joinder to the U.S. Trustee's
motion to appoint a Chapter 11 trustee for the companies.
TD Bank is a national banking association and a secured creditor of
3968 MLK.
The companies for the ten properties listed in the caption are
limited liability companies. Ali Razjooyan signed each of the ten
voluntary petitions placing the properties under the protection of
the United States Bankruptcy Court for the District of Columbia.
TD Bank joins the UST in seeking a motion to direct the appointment
of a Chapter 11 Trustee in each of the ten Chapter 11 cases, or in
the alternative, to convert each of the companies' Chapter 11
bankruptcy proceedings to Chapter 7, pursuant to Sections 1104 and
1112 of the Bankruptcy Code, Sections 1104 and 1112 of the
Bankruptcy Code, on the grounds that there is cause to find "fraud,
dishonesty, incompetence" and "gross mismanagement" as exhibited by
Razjooyan's testimony at the June 4, 2024 hearing.
In addition, these cases have been pending for more than a month.
No motion for use of cash collateral has been filed by the
companies, and there is no evidence that any of the properties that
secure TD Bank's obligations are being kept up, serviced, or
maintained. No budgets have been submitted and no property
management company has been retained.
Accordingly, this Court should convert these ten Chapter 11 cases,
or in the alternative, direct the United States Trustee to appoint
a Chapter 11 Trustee. The companies should not be permitted to
enjoy the benefits of bankruptcy protection but avoid their
obligations, specifically putting the tenants and the properties at
risk. Dismissal of these cases is not in the best interests of the
companies' creditors or their estates, unless the Court were to
dismiss the cases with prejudice to allow TD Bank to conduct the
foreclosures, all of which were stopped when the companies
initially filed these bankruptcy cases.
TD Bank prefers that the court convert each of these cases. Only as
an alternative to conversion does TD Bank seek the appointment of a
Chapter 11 Trustee. TD Bank contends that a conversion is in the
best interests of the creditors and the estates, as it constitutes
a more efficient, economical, and cost-effective way to administer
these cases.
A copy of the motion is available for free at
https://urlcurt.com/u?l=jrJznX from PacerMonitor.com.
A copy of the order is available for free at
https://urlcurt.com/u?l=6P8QqO from PacerMonitor.com.
Counsel for TD Bank, N.A.:
Michael D. Nord, Esq.
Elizabeth Drayden Peters, Esq.
Gebhardt & Smith LLP
One South Street, Suite 2200
Baltimore, Maryland 21202
Tel: (410) 385-5072
Email: mnord@gebsmith.com
About 3968 MLK LLC
3968 MLK, LLC filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D.D.C. Case No. 24-00186) on May
29, 2024. In the petition signed by Ali Razjooyan, manager, the
Debtor disclosed up to $1 million in assets and up to $10 million
in liabilities.
Judge Elizabeth L. Gunn oversees the case.
William C. Johnson, Jr., Esq., represents the Debtor as counsel.
500 CITY ISLAND: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: 500 City Island Ave., LLC
500 City Island Ave.
Bronx, NY 10464
Business Description: The Debtor is engaged in activities related
to real estate. The Debtor is the fee
simple owner of a single-story, single-
tenant commercial building valued at $2.95
million.
Chapter 11 Petition Date: July 22, 2024
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 24-11263
Judge: Hon. John P Mastando III
Debtor's Counsel: James Rufo, Esq.
THE LAW OFFICE OF JAMES J. RUFO
222 Bloomingdale Road, Suite 202
White Plains, NY 10605
Tel: (914) 600-7161
Email: jrufo@jamesrufolaw.com
Total Assets: $2,950,000
Total Liabilities: $1,400,000
The petition was signed by Norberto Rodriguez as managing member.
The Debtor indicated it has no creditors holding unsecured claims.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/WJE2EIY/500_City_Island_Ave_LLC__nysbke-24-11263__0001.0.pdf?mcid=tGE4TAMA
A-AP BUYER: S&P Assigns 'B' Long-Term ICR, Outlook Stable
---------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to A-AP Buyer Inc. S&P assigned its 'B+' issue-level rating and '2'
recovery rating (rounded estimate: 70%) to the proposed senior
secured credit facilities.
The stable outlook reflects S&P's view that demand for blasting
services in the global quarry, construction, infrastructure, and
metal mining markets will remain stable and the company will
generate appropriate credit measures for the ratings.
Credit measures at the outset appear reasonable.
Affiliates of financial sponsor American Industrial Partners (AIP)
are acquiring privately-owned commercial explosives-related
products maker and blasting services provider Austin Powder
Holdings Co., with AIP owning a roughly 55% interest in the new
partnership entity and existing shareholders owning the remainder.
S&P sees Austin Powder's adjusted FFO-to-debt ratio reaching the
high end of the 12%-20% range both this year and next, which offers
the company some cushion at the ratings. Pro forma for the
transaction and the associated $650 million secured term loan B,
the company's adjusted debt to EBITDA is likely to be below 4x.
Assuming business conditions are neutral, earnings should improve
next year because various one-time items incurred in recent
quarters, including legal and professional fees associated with a
transaction that was not completed and losses related to a
temporary shutdown of a mine in Panama, will no longer be
included.
Financial sponsor ownership and financial policy considerations are
key to any upside rating consideration.
Austin Powder was founded as a family business in 1833 and
practiced a total stakeholder approach. It will now transition to
becoming a portfolio company of financial sponsor American
Industrial Partners. S&P said, "We view financial sponsors as prone
to employing aggressive financial policies. We note that AIP
undertook a debt-funded distribution on another of its portfolio
companies (AIP MC Holdings LLC [Molycop]) in late 2021. As such, we
currently do not characterize the risk of a debt
leverage-increasing transaction like a dividend recapitalization as
low. We would await the company establishing a track record of
operating with credit measures consistent with a more conservative
financial risk profile, and management and ownership committing to
abide by more conservative financial policies before we would
consider the notion of upside to the current ratings."
The company's global market position is solid but is well-behind
those of the market leader and runner-up.
Austin Powder is a top-five provider of blasting solutions
globally, but its global market share is less than one-quarter that
of leader East Melbourne, Australia-based Orica Ltd.'s
(BBB/Stable/A-2) share and about one-half of the share held by Dyno
Nobel, which is owned by Southbank, Australia-based Incitec Pivot
Ltd. (BBB/Stable/--), in the No. 2 position. There is some
concentration in the industry because the top five participants
command roughly 50% to 60% of the market share, with the top 10
participants comprising somewhere between 70% to 80%, according to
the company's estimates. The industry is regulated, and
participants need to maintain a high degree of safety, expertise,
and permits. This may account for some of the concentration.
Despite its size disadvantage to its larger peers, Austin Powder
can still compete effectively in its local markets. It is the
third-largest explosives manufacturer in the U.S., with a roughly
15% to 20% market share, and is highly regarded in providing
detonators. Programmable electronic detonators, despite being a
small percentage of company sales, are growing quickly and are
becoming more relevant in the industry. They have grown in
popularity in some regions like the Americas and are significantly
more profitable than the more basic pyrotechnic delay detonators.
The company's multiple product and service offerings on the blast
site and in the borehole help the company gain inroads and
stickiness with its customers.
Austin Powder provides a variety of products and services at the
blast site. The company focuses on serving small and midsize
customers who may not be able or willing to self-perform certain
services and who may benefit from the company's range of options.
This, along with more of an emphasis on direct-to-customer sales
than a reliance on distributors, helps the company enjoy a very
high customer retention rate and multi-decade relationships.
Customer concentration is modest, with no customer at more than 4%
of sales and the top 20 customers representing 31% of sales. A deep
understanding of the value it provides through tailored solutions
helps the company maintain pricing discipline and profitability.
In-sourced ammonium nitrate capacity provides some vertical
integration benefit.
Ammonium nitrate is a key raw material in the production of
explosives. Austin Powder estimates that it accounts for roughly
two-thirds of its costs, including the amount it spends to produce
the chemical in-house. The company estimates that a sizable
minority of the ammonium nitrate it uses in its applications is
in-sourced, but most is purchased from third-party suppliers. Of
the volumes purchased from its top ten external ammonium nitrate
suppliers, about half are derived from the top two
suppliers,0020but concentration is diffused among many other
suppliers as well.
Effective contract management is key to maintaining revenue and
margin stability.
Although most of the business operates on shorter-dated purchase
orders rather than long-term agreements, the company has contracts
on both the supply side and customer sales. Changes in production
costs are passed through via cost escalators embedded within the
contract. Nearly all transactions allow for price updates on raw
materials like natural gas or ammonia on a monthly basis. Austin
Powder's gross margins have exhibited some movement because the
prices of ammonia and natural gas have risen and fallen during the
past two years, but the magnitude of the company's gross margin
volatility has been more subdued than the volatility inherent in
the raw materials themselves.
S&P said, "The stable rating outlook on Austin Powder reflects our
belief that good demand for commercial explosives products and
blasting services, along with solid operational execution, will
allow the company to generate appropriate credit measures for the
ratings. This would be typified by an adjusted FFO-to-debt ratio
that is at least within the 7%-12% range, but the company may
outperform that range this year. We assume that blasting services
activity and asset utilization will be correlated with general
macroeconomic activity and not fully dependent on rock or metals
prices. Although our base case scenario considers low GDP growth
globally during the next couple of years, Austin Powder's array of
products and services and vertical integration in raw materials may
enable it to continue gaining market share and improving its
profitability. Good operational execution is likely to elicit solid
operating performance over the next year. The outlook also reflects
our assumption that financial sponsor owner AIP will not
meaningfully increase Austin Powder's debt leverage during the next
year."
S&P may lower its ratings on Austin Powder within the next 12
months if:
-- Global economic conditions weaken to the point that the
availability of commercial blasting services jobs and asset
utilization contract meaningfully, such that it declines more than
10%; this lowers the FFO-to-debt ratio to less than 7% and/or
reduces interest coverage to 1.5x;
-- Large adverse changes in the cost of raw material feedstock
like ammonium nitrate compress Austin Powder's margins,
significantly diminishing credit metrics;
-- It undertakes aggressive financial policies (e.g., dividend
payouts or an unexpectedly large debt-financed acquisition) that
greatly weaken credit measures with no clear prospects of recovery;
or
-- Any combination of the above or other factors constrain
liquidity.
While unlikely within the next year, S&P may consider a modest
upgrade after the next 12 months if there is evidence of:
-- An adjusted FFO-to-debt ratio at the high end of the 12%-20%
range on a sustained basis, and
-- A track record (i.e., more than one year) of conservative
financial policies with a low risk of releveraging.
If the company executes an initial public offering that reduces
AIP's (or any financial sponsor's) control to less than 40% on a
permanent basis, then this could be a catalyst for a positive
rating action, provided that Austin Powder's credit measures and
liquidity are also supportive.
AEGIS SCIENCES: Saratoga Marks $2.2MM Loan at 25% Off
-----------------------------------------------------
Saratoga Investment Corp has marked its $2,298,063 loan extended to
Aegis Sciences Corporation to market at $1,723,547 or 75% of the
outstanding amount, according to a disclosure contained in
Saratoga's Amended Form 10-Q for the Quarterly period ended May 31,
2024, filed with the Securities and Exchange Commission.
Saratoga is a participant in a Term Loan to Aegis Sciences
Corporation. The Loan accrues interest at a rate of 11.09% (3M USD
SOFR+ 5.5%, 1% Floor) per annum. The loan matures on May 9, 2025.
Saratoga is a non-diversified closed end management investment
company incorporated in Maryland that has elected to be treated and
is regulated as a business development company under the Investment
Company Act of 1940, as amended. The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial
public offering on March 28, 2007. The Company has elected, and
intends to qualify annually, to be treated for U.S. federal income
tax purposes as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended.
Saratoga is led by Christian L. Oberbeck, Founder, Chief Executive
Officer; and Henri J. Steenkamp, Chief Financial Officer and Chief
Compliance Officer. The Fund can be reach through:
Christian L. Oberbeck
Saratoga Investment Corp
535 Madison Avenue
New York, New York 10022
Tel. No.: (212) 906-7800
Aegis Sciences Corporation provides laboratory testing services.
The Company offers drugs, food, forensic, managed care, sports,
workplace, and prenatal testing services. Aegis Sciences serves
patients in the United States.
ALIGNED DEVELOPMENT: Unsecureds to be Paid in Full in Plan
----------------------------------------------------------
Aligned Development, LLC, filed with the U.S. Bankruptcy Court for
the District of Maryland a Disclosure Statement describing Chapter
11 Plan.
The Debtor is an entity created by Alexander Lyles as an ownership
vehicle for renovation, development and sale of a townhome located
at 1815 8th Street NW, Washington DC 20001, (the "Property").
The Debtor obtained a construction loan for renovation of the
Property in the amount of $1,098,000.00, (the "Note"), from
Washington Capital Partners on June 30, 2022, which was secured by
a Deed of Trust in the amount of $770,900.00 recorded in the
District of Columbia.
Shortly after the Washington Capital Partners loan closing,
Washington Capital Partners transferred its loan to Pacific RBLF
Funding Trust and Washington Capital became the loan servicer.
In December of 2023, the Construction loan came due and on February
1, 2024 and RBLF filed for foreclosure in the District of Columbia.
In the foreclosure proceeding, RBLF alleged that the amount due
under the Note was $880,197.69 as of the date December 30, 2023.
On March 7, 2024, the Debtor filed for protection under Chapter 11.
In its schedules, the Debtor valued the townhome at $1,600,000.00.
Class 4 consists of General Unsecured Creditors Without Priority.
The Debtor has six creditors holding general unsecured claims
without priority, those being Juanita Corrine Wood, Washington Gas,
Pepco, BTM Engineers, and BEL Engineering. Total claims in this
class are $107,277.
The Debtor intends to pay holders of general unsecured claims at a
stream of payments based on a five-year amortization payment
schedule at an interest rate of 3.5%, with a balloon payment due on
year after the Plan Confirmation Date. Payments would therefore be
$1,951.56 per month in the aggregate for one year. This Class is
impaired.
No distribution of money or property is to be made to any Aligned
Development LLC owner equity security holder class on account of
its interests in the Debtor, but will retain its interest as
owner.
Because all creditors will receive payments with a value equivalent
to 100 percent of their allowed claims as of the effective date of
the Plan, the absolute priority rule in satisfied.
Anyone who purchases the Property will have to complete the
renovations. In order to obtain a $1,600,000.00 sale price, a Buyer
may have to pay as much as $450,000 in Constriction and soft costs
to renovate the Property.
A full-text copy of the Disclosure Statement dated July 8, 2024 is
available at https://urlcurt.com/u?l=L52Ecw from PacerMonitor.com
at no charge.
Counsel to the Debtor:
Richard Basile, Esq.
Richard Basile, P.A.
6305 Ivy Lane, Suite 510
Greenbelt, MD 20770
Tel: (301) 441-4900
Fax: (401) 441-2404
Email: rearsb@gmail.com
About Aligned Development
Aligned Development is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
Aligned Development LLC in Upper Marlboro, MD, filed its voluntary
petition for Chapter 11 protection (Bankr. D. Md. Case No.
24-11929) on March 7, 2024, listing as much as $1 million to $10
million in both assets and liabilities. Alexander Lyles as managing
member, signed the petition.
THE LAW OFFICE OF RICHARD BASILE serve as the Debtor's legal
counsel.
ALLEN MEDIA: Saratoga Marks $4.3MM Loan at 16% Off
--------------------------------------------------
Saratoga Investment Corp has marked its $4,337,771 loan extended to
Allen Media, LLC to market at $3,632,883 or 84% of the outstanding
amount, according to a disclosure contained in Saratoga's Amended
Form 10-Q for the Quarterly period ended May 31, 2024, filed with
the Securities and Exchange Commission.
Saratoga is a participant in a Term Loan to Allen Media, LLC. The
Loan accrues interest at a rate of 10.96% (3M USD SOFR+ 5.5%) per
annum. The loan matures on February 10, 2027.
Saratoga is a non-diversified closed end management investment
company incorporated in Maryland that has elected to be treated and
is regulated as a business development company under the Investment
Company Act of 1940, as amended. The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial
public offering on March 28, 2007. The Company has elected, and
intends to qualify annually, to be treated for U.S. federal income
tax purposes as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended.
Saratoga is led by Christian L. Oberbeck, Founder, Chief Executive
Officer; and Henri J. Steenkamp, Chief Financial Officer and Chief
Compliance Officer. The Fund can be reach through:
Christian L. Oberbeck
Saratoga Investment Corp
535 Madison Avenue
New York, New York 10022
Tel. No.: (212) 906-7800
Allen Media LLC operates as a media company. The Company
specializes in video production, photography, senior pictures,
business portraits, graphic design work, photo editing, and
screenplay analysis services.
AMERICAN RESOURCES: Elects 5 Directors, Names GBQ as Auditor
------------------------------------------------------------
American Resources Corporation held its Annual Meeting of
Shareholders, during which:
1. The stockholders elected Mark C. Jensen, Thomas M. Sauve,
Courtenay O. Taplin, D. Joshua Hawes, Dr. Gerardine G. Botte to
serve as directors until the Company's 2025 Annual Meeting of
Stockholders and until a successor is duly elected and qualified.
Each nominee was a current director of the Company who was
re-elected.
2. The stockholders approved the appointment of GBQ Partners,
LLC as the Company's independent registered public accounting firm
for the year ending December 31, 2024.
About American Resources Corp
American Resources Corporation operates through subsidiaries that
were formed or acquired in 2020, 2019, 2018, 2016 and 2015 for the
purpose of acquiring, rehabilitating and operating various natural
resource assets including coal used in the steel making and
industrial markets, critical and rare earth elements used in the
electrification economy and aggregated metal and steel products
used in the recycling industries.
As of March 31, 2024, the Company had $2,463,516 in total assets
and $1,426,009 in total liabilities.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2020, issued a "going concern" qualification in its report dated
April 15, 2024, citing that the Company has suffered recurring
losses from operations, has a significant accumulated deficit, and
has continued to experience negative cash flows from operations.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.
On May 3, 2024, the Audit Committee of the Company's Board of
Directors approved the dismissal of BF Borgers as its 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 permanent suspensions
from appearing and practicing before the Commission as accountants,
effective immediately.
On May 10, 2024, the Audit Committee approved the appointment of
GBQ Partners LLC as the Company's new independent public accounting
firm, effective immediately.
AMERICAN ROCK: Moody's Lowers CFR & First Lien Term Loan to Caa2
----------------------------------------------------------------
Moody's Ratings downgraded American Rock Salt Company LLC's (ARS)
Corporate Family Rating to Caa2 from Caa1, its Probability of
Default Rating to Caa3-PD from Caa1-PD, the rating of its first
lien senior secured term loan to Caa2 from Caa1 and the rating of
the second lien senior secured term loan to Ca from Caa3. The
ratings outlook is stable.
Governance considerations under the Moody's ESG framework,
including financial strategy and risk management, were a key driver
of the rating action.
RATINGS RATIONALE
The ratings downgrade was driven by further deterioration in ARS'
credit profile following weaker than expected YTD FY2024 financial
performance, evidenced by higher leverage, persistently negative
free cash flow generation, and poor liquidity profile. The
company's weak credit metrics also reflect a significant
debt-financed distribution made to the holding company in 2021
which materially reduced the company's financial flexibility to
withstand mild winter conditions, several below-average winter
seasons and a sharp increase in interest expenses.
The company's Caa2 CFR reflects its limited scale with a single
mine, lack of business diversity and weather-dependent business
model that results in volatile credit metrics and cash flow
generation. Factors that support the rating are high barriers to
entry in rock salt mining industry and cost advantages in the
company's primary markets in western and central New York and
Pennsylvania due to favorable access to truck and rail
transportation and operating one of the lowest costs and the newest
salt mines in the United States. The rating also benefits from the
company's high operating margins, variable cost structure, and
modest normalized capital expenditures. While Moody's anticipate
that the owners will continue to support the company during periods
of exceptionally low snowfall as they did in the fiscal year ended
September 2023, persistently high leverage, interest expenses, low
coverage ratios, and the possibility of another round of liquidity
infusion indicate an untenable capital structure.
The downgrade of the PDR to Caa3-PD reflects Moody's view that the
highly levered capital structure as well as tight liquidity profile
elevate the risk of a distressed exchange or debt restructuring.
ARS's financial leverage, measured as Moody's-adjusted Debt/EBITDA,
increased to 19.9x for the LTM period ended March 31, 2024 mainly
due to a mild 2023-2024 winter, which led to lower de-icing salt
demand and higher inventories. Moody's-adjusted EBITDA during the
LTM March 31, 2024 period decreased significantly by over 45% from
FY2023. The significant volume decrease was partially offset by
price increases ARS implemented during the year. ARS also generated
substantial negative free cash flow in FY2023, primarily due to
depressed EBITDA, elevated interest expense and capital
investments. Given the seasonality characteristics, the majority of
EBITDA during a fiscal year is generated between the quarters
ending in December and March, while very limited EBITDA (or
negative EBITDA) is typically generated during two remaining
quarters ending in June and September. Therefore, Moody's expect
FY2024 EBITDA to be similar to the LTM March 2024 EBITDA.
Assuming average 2024-2025 winter conditions, Moody's estimate that
ARS's FY2025 EBITDA, as adjusted by Moody's, will likely recover to
levels seen in FY2022 and FY2023. However, leverage is still
expected to remain high around 10x by FY2025.
The stable outlook reflects Moody's expectation that the company's
credit metrics will evidence some improvement over the next 12-18
months but will remain very weak. The stable outlook also assumes
the owners will continue to support the company during the periods
of low snowfall, negative free cash flow, and weak liquidity.
Environmental, social and governance considerations
American Rock Salt Company's Credit Impact Score (CIS-5) indicates
the rating is lower than it would have been if ESG risk exposure
did not exist. The company faces high governance risks, given the
high leverage, company's private ownership, concentrated control
and the history of significant owner distributions. By the nature
of its business, i.e., deriving nearly 100% of its revenues from
underground mining of rock salt deposits, American Rock Salt faces
a number of ESG risks typical for a company in the mining industry
including compliance with stringent health, safety and
environmental regulations. However, environmental risks for salt
miners are generally lower than those of base and precious metals
producers because salt mining is considered less hazardous and
requires less processing (crushing and grinding).
Due to negative cash flow generation and poor liquidity profile,
ARS may not have sufficient liquidity to operate through FY2024 and
beyond without a liquidity infusion. As of March 31, 2024, ARS had
about $8 million in cash on hand and $7.2 million available under
the ABL revolver (unrated, maturing in June 2026). The revolver
commitment steps down from $70 million to $35 million from March to
August each year and contains a springing fixed charge coverage
ratio ("FCCR") test of 1.1x if revolver excess availability is less
than 10% of the borrowing base. Given the springing FCCR covenant
testing constraint, the company in reality may not have access to
the full revolver availability. At the end of the March 2024
quarter, ARS also has access to $15 million of liquidity under the
supplemental credit facility, which was provided during FY2023 by
an affiliate of the company that is owned and controlled by the
three members of ARS' Executive Committee. Based on historical cash
consumption patterns of the business, Moody's expect ARS to fully
exhaust most of its remaining liquidity in the coming 2 quarters in
the absence of securing additional liquidity support.
The senior secured first lien term loan due 2028 is rated Caa2, on
par with the Caa2 CFR, reflecting its large proportion of the
overall debt. It has a first priority lien on all fixed domestic
assets, salt reserves and minerals rights. The senior secured
second lien term loan due 2029 is rated Ca, reflecting its
subordinate position in the capital structure relative to the ABL
revolver that has a first priority lien on current assets, the
first lien term loan and the $30 million supplemental credit
facility (due in March 2025). The term loans are guaranteed by all
material domestic subsidiaries of the borrower American Rock Salt
Company LLC. The supplemental credit facility is secured by
personal property assets of the company other than those that
secure the Existing Revolver and the Railcar Facilities.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade is unlikely in the near term given weak liquidity, high
gross debt levels, history of re-levering the company and expected
mild winter season. However, Moody's would consider an upgrade if
the company achieves and maintains an adequate liquidity profile
through mild winters, and pursues a more conservative financial
policy (i.e., does not continually dividend out excess cash or
lever up to take advantage of improved earnings).
Moody's could downgrade the rating if company fails to secure
additional liquidity or engages in a distressed exchange or
restructuring. American Rock Salt Company LLC produces highway
deicing rock salt. The company operates a single mine in upstate
New York and sells primarily to state and local government agencies
in the northeastern United States. The firm is a wholly owned
subsidiary of American Rock Salt Holdings LLC, which is closely
held by private investors including some members of management. The
company does not publicly disclose its financial statements.
Headquartered in Retsof, NY, American Rock Salt generated
approximately $158 million in revenue for the twelve months ended
March 31, 2024.
The principal methodology used in these ratings was Chemicals
published in October 2023.
ANASTASIA PARENT: Saratoga Marks $945,000 Loan at 32% Off
---------------------------------------------------------
Saratoga Investment Corp has marked its $945,000 loan extended to
Anastasia Parent LLC to market at $645,558 or 68% of the
outstanding amount, according to a disclosure contained in
Saratoga's Amended Form 10-Q for the Quarterly period ended May 31,
2024, filed with the Securities and Exchange Commission.
Saratoga is a participant in a Term Loan to Anastasia Parent LLC.
The Loan accrues interest at a rate of 9.32% (3M USD SOFR+ 3.75%)
per annum. The loan matures on August 11, 2025.
Saratoga is a non-diversified closed end management investment
company incorporated in Maryland that has elected to be treated and
is regulated as a business development company under the Investment
Company Act of 1940, as amended. The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial
public offering on March 28, 2007. The Company has elected, and
intends to qualify annually, to be treated for U.S. federal income
tax purposes as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended.
Saratoga is led by Christian L. Oberbeck, Founder, Chief Executive
Officer; and Henri J. Steenkamp, Chief Financial Officer and Chief
Compliance Officer. The Fund can be reach through:
Christian L. Oberbeck
Saratoga Investment Corp
535 Madison Avenue
New York, New York 10022
Tel. No.: (212) 906-7800
Anastasia Parent, LLC is the parent company of Anastasia Beverly
Hills, Inc., a prestige cosmetics brand that focuses on eyebrow
shaping products.
ARCADIA BIOSCIENCES: CFO Kawakami Holds 1,281 Shares, 1,487 Options
-------------------------------------------------------------------
Mark Kawakami, the Chief Financial Officer of Arcadia Biosciences,
Inc., filed a Form 3 Report with the U.S. Securities and Exchange
Commission, disclosing direct beneficial ownership of 1,281 shares
of common stock and options to purchase up to 1,487 additional
shares. The options include various exercise prices and expiration
dates from September 13, 2031, to May 17, 2033.
A full-text copy of Mr. Kawakami's SEC report is available at:
https://tinyurl.com/429632ma
About Arcadia
Headquartered in Dallas, Texas, Arcadia Biosciences, Inc. is a
producer and marketer of innovative, plant-based food and beverage
products. The Company has used non-genetically modified
("non-GMO") advanced breeding techniques to develop these
proprietary innovations which it is now commercializing through the
sales of seed and grain, food ingredients and products, trait
licensing and royalty agreements. The acquisition of the assets of
Live Zola, LLC added coconut water to its portfolio of products.
As of March 31, 2024, the Company had $16.05 million in total
assets, $5.56 million in total liabilities, and $10.48 million in
total stockholders' equity.
Tempe, Arizona-based Deloitte & Touche LLP, the Company's auditor
since 2007, issued a "going concern" qualification in its report
dated March 28, 2024, citing that the Company has an accumulated
deficit, recurring net losses and net cash used in operations, and
resources that will not be sufficient to meet its anticipated cash
requirements, which raises substantial doubt about its ability to
continue as a going concern.
ASTRA SPACE: Completes Merger With Apogee, Delisted From Nasdaq
---------------------------------------------------------------
Astra Space, Inc. announced on July 18, 2024, the successful
closing of its take-private transaction.
Under the terms of the definitive agreement for the transaction
that was previously announced on March 7, 2024, Apogee Parent,
Inc., an entity formed by Chris Kemp, Astra's co-founder, chief
executive officer and chairman, and Dr. Adam London, Astra's
co-founder, chief technology officer and director, will acquire all
of the outstanding shares of the Company's Class A common stock,
par value $0.0001 per share not already owned by it for the right
to receive $0.50 per share in cash, as more fully described in the
Merger Agreement.
With the completion of the take-private acquisition, the Class A
Shares ceased trading prior to the opening of trading on July 18,
2024, and will no longer be listed on the Nasdaq Capital Market.
The Company also intends to make the applicable filings with the
U.S. Securities and Exchange Commission to suspend its periodic
reporting obligations and to terminate the registration of the
Class A Shares underlying the Company's active registration
statements.
As previously disclosed, (i) on April 17, 2024, the Company
received a deficiency notice from Nasdaq that the Company is not in
compliance with Nasdaq Listing Rule 5450(a)(1) because the per
share closing bid price of the Class A Shares had been below $1.00
for thirty consecutive business days prior to such deficiency
notice; and (ii) on April 23, 2024, the Company received a
deficiency notice from Nasdaq that the Company is not in compliance
with the minimum stockholders' equity listing requirement set forth
in Nasdaq Listing Rule 5550(b)(1) because the Company's Annual
Report on Form 10-K for the period ended December 31, 2023,
reported stockholders' equity below $2.5 million.
Houlihan Lokey Capital, Inc. served as financial advisor to the
Special Committee of the Board of Directors of Astra, and
Freshfields Bruckhaus Deringer US LLP served as the Special
Committee's legal counsel. Cozen O'Connor, P.C. served as legal
counsel to Astra. Pillsbury Winthrop Shaw Pittman LLP served as
legal counsel to Parent and Moelis & Company served as financial
advisor to Parent.
A full-text copy of the Company's Form 8-K report filed with the
Securities and Exchange Commission, with further information, is
available at:\
https://tinyurl.com/2zhutaxd
About Astra Space, Inc.
Headquartered in Alameda, Calif., Astra's mission is to improve
life on Earth from space by creating a healthier and more connected
planet. Today, Astra offers one of the lowest cost-per-launch
dedicated orbital launch services, and one of the industry's
leading flight-proven electric propulsion systems for satellites,
the Astra Spacecraft Engine. Visit astra.com to learn more about
Astra.
As of March 31, 2024, the Company had $78.2 million in total
assets, $111.9 million in total liabilities, and total
stockholders' deficit of $33.7 million.
San Francisco, Calif.-based PricewaterhouseCoopers LLP, the
Company's auditor since 2022, issued a "going concern"
qualification in its report dated April 17, 2024, citing that the
Company has incurred operating losses and has additional capital
needs to proceed with its business plan and has stated that these
events or conditions raise substantial doubt about its ability to
continue as a going concern.
AULT ALLIANCE: Declares $0.2708 Dividend on Preferred Shares
------------------------------------------------------------
Ault Alliance, Inc. announced that its Board of Directors has
declared a monthly cash dividend of $0.2708333 per share of the
Company's outstanding 13.00% Series D Cumulative Redeemable
Perpetual Preferred Stock. The record date for this dividend is
July 31, 2024, and the payment date is Monday, August 12, 2024.
Link to NYSE quote for the Company's 13.00% Series D Cumulative
Redeemable Perpetual Preferred Stock:
https://www.nyse.com/quote/XASE:AULTpD
For more information on Ault Alliance and its subsidiaries, Ault
Alliance recommends that stockholders, investors, and any other
interested parties read Ault Alliance's public filings and press
releases available under the Investor Relations section at
www.Ault.com or available at www.sec.gov.
About Ault Alliance
Ault Alliance, Inc. -- http://www.Ault.com-- is a diversified
holding company pursuing growth by acquiring undervalued businesses
and disruptive technologies with a global impact. Through its
wholly and majority-owned subsidiaries and strategic investments,
Headquartered in Las Vegas, NV, Ault Alliance -- www.ault.com --
owns and operates a data center at which it mines Bitcoin and
offers colocation and hosting services for the emerging artificial
intelligence ecosystems and other industries, and provides
mission-critical products that support a diverse range of
industries, including metaverse platform, oil exploration, crane
services, defense/aerospace, industrial, automotive,
medical/biopharma, consumer electronics, hotel operations and
textiles. In addition, Ault Alliance extends credit to select
entrepreneurial businesses through a licensed lending subsidiary.
Ault Alliance reported a net loss of $256.29 million for the year
ended Dec. 31, 2023, compared to a net loss of $189.83 million for
the year ended Dec. 31, 2022. As of March 31, 2024, the Company had
$299.78 million in total assets, $233.97 million in total
liabilities, $784,000 in redeemable non-controlling interests in
equity of subsidiaries, and $65.02 million in total stockholders'
equity.
New York, New York-based Marcum LLP, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
April 16, 2024, citing that the Company has a working capital
deficiency, has incurred net 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.
AY PHASE II: DBD to Sell 100% Class B Interest on July 23
---------------------------------------------------------
In accordance with applicable provisions of the Uniform Commercial
Code as enacted in New York, DBD AYB Funding II LLC, as
administrative agent for DBD AYB Funding II LLC and AYB Funding 200
LLC ("secured party") will sell 100% of the Class B limited
liability membership interests in AY Phase II Development Company
LLC, as more particularly described in that certain amended and
restated pledged and security agreement, dated June 17, 2015, by
and among secured party's predecessor-in-interest and AY Phase III
Mezzanine LLC ("collateral") to the highest qualified bidder at
public sale.
The public sale will take place on July 23, 2024, at 11:00 a.m.,
both in person and remotely from the offices of Rosenberg & Estis
PC, 733 Third Avenue, New York 10017, with access afforded in
person and remotely via zoom or other web-based video conferencing
and telephonic conferencing program selected by secured party.
Secured party's understanding is that the principal assets of the
Class B limited liability membership interests in AY Phase II
Development Company LLC is the parcel of real property located on
the eastern blockfront of Vanderbilt Avenue between Atlantic Avenue
and Pacific Street in the Prospect Heights section of Brooklyn, New
York, identified as B9 and B10 located in Brooklyn, New York, and
more particularly known as the air rights parcels above Block 1121,
and the terra firm known as Lots 42 and 47, Block 1121 in Kings
County, New York, as such collateral is described in that certain
Schedule II to the mezzanine loan agreement dated as of June 17,
2015, by and among secured party's predecessor-in-interest and AY
Phase III Mezzanine LLC.
The sale will be conducted by Mannion Auctions LLC, by Matthew
Mannion.
Interested parties who would like additional information regarding
the sale must contact the agent for secured party, Nick Scribani of
Newmark at (212) 372-2113 or Nick.Scribani@nmrk.com.
Attorney for the secured party can be reached at:
Rosenberg & Estis PC
Attn: Eric S. Orenstein, Esq.
733 Third Avenue
New York, New York 10017
Tel: (212) 551-8438
Email: eorenstein@rosenbergestis.com
BRENDAN GOWING: Seeks to Hire John F. Coggin CPA as Accountant
--------------------------------------------------------------
Brendan Gowing, Inc. and its affiliate seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire John F.
Coggin, CPA, PLLC as their accountant.
The firm will asssist the Debtor with preparing, completing and
filing all unfiled tax returns and any business records
outstanding.
The fixed rate for IRS returns is $1,400. Monthly MOR fixed rate is
$1,000 per month. All other ongoing business needs are at $300 per
hour for CPAs and $125 per hour for staff.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
John F. Coggin, a partner at John F. Coggin, CPA, PLLC disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
John F. Coggin, Esq.
John F. Coggin, CPA, PLLC,
74545 Bissonnet St, Suite 129,
Bellaire, TX 77401
Tel: (713) 408-1318
Email: john@jcoggincpa.com
About Brendan Gowing, Inc.
Brendan Gowing, Inc. and Brendan F. Gowing filed their voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Tex. Lead Case No. 24-32631) on June 4, 2024, listing
$1,000,001 to $10 million in both assets and liabilities.
Judge Eduardo V Rodriguez presides over the case.
Robert C Lane, Esq. at The Lane Law Firm represents the Debtor as
counsel.
BRENDAN GOWING: Taps PCR Brokerage Houston as Real Estate Broker
----------------------------------------------------------------
Brendan Gowing, Inc. and its affiliate seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire PCR
Brokerage Houston LLC dba Partners as broker.
The firm will market and sell the real property located at 3600
Michaux St and 634 Cottage St, Houston TX 77009.
The broker is entitled to a 4 percent commission of the sale price
of the property if broker procures the buyer; 5 percent commission
of the sale price of the property if an outside or third party
broker procures the buyer (2.5 percent to the co-broker, 2.5
percent to broker).
As disclosed in the court filings, Broker does not hold or
represent any interests adverse to that of the Debtor and is a
disinterested person within the meaning of 11 USC Sec. 101(14).
The firm can be reached through:
Marc Peeler
PCR Brokerage Houston LLC
dba Partners
1360 Post Oak Blvd, Suite 1900
Houston, TX 77056-3049
About Brendan Gowing, Inc.
Brendan Gowing, Inc. and Brendan F. Gowing filed their voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Tex. Lead Case No. 24-32631) on June 4, 2024, listing
$1,000,001 to $10 million in both assets and liabilities.
Judge Eduardo V Rodriguez presides over the case.
Robert C Lane, Esq. at The Lane Law Firm represents the Debtor as
counsel.
CAREERBUILDER LLC: Moody's Lowers PDR to D-PD on PIK Conversion
---------------------------------------------------------------
Moody's Ratings downgraded CareerBuilder, LLC's ("CareerBuilder")
probability of default rating to D-PD from Ca-PD following the
company's June 2024 amendment to its senior secured credit
agreement allowing the term loan interest to convert to pay-in-kind
("PIK"). Moody's view the introduction of a PIK feature as an
economic loss and default avoidance, which contributed to the
determination of a distressed exchange and a default under Moody's
definition. The D-PD rating will be a temporary assignment and the
PDR will be changed to Ca-PD after three business days. The
company's remaining ratings, including its Ca corporate family
rating ("CFR") and Ca senior secured debt rating remain unchanged.
The outlook is stable.
The amendment allows for the company to elect to make a portion of
interest payments via PIK beginning with the fiscal quarter ending
28 June 2024 through the next 18 months subject to a minimum pro
forma liquidity requirement. CareerBuilder elected to utilize its
PIK payment option during the quarter ended 28 June 2024.
Additionally, ratings remain unchanged following CareerBuilder's
announced joint venture with Monster, a competing job board
business owned by Randstad N.V. (Baa1). Management expects the
transaction to close in the third quarter of 2024 with affiliates
of Apollo holding a controlling interest in the joint venture and
Randstad N.V. retaining a minority equity interest. Moody's
currently do not have sufficient information to evaluate the
impact, if any, on the company's credit profile as well as the
imputed credit risk from Monster, which could pose incremental
risks to creditors from both a financial and operational
perspective, including the unproven nature by which the joint
venture will be operated.
Governance risks including an aggressive financial policy and a
shareholder friendly distressed exchange have negatively impacted
CareerBuilder's credit profile and are a key consideration to the
ratings.
RATINGS RATIONALE
CareerBuilder's ratings, including its Ca corporate family rating
and stable outlook, reflect Moody's view that the capital structure
is currently unsustainable given the company's weak earnings
quality that will require the company to take meaningful actions to
optimize costs and grow new revenue streams. Earnings quality is
weak and the company would have minimal EBITDA without including
add-backs for restructuring charges and other items. In 2023, the
company generated negative $21 million of free cash flow.
Additionally, the company's cash balance is low at $8.8 million as
of March 31, 2024.
The stable outlook reflects Moody's recovery expectations in the
event of default, and Moody's view that the company's probably of
default, including the potential for a debt restructuring, will
remain at current levels as it executes its plan to address
upcoming debt maturities.
CareerBuilder has yet to demonstrate revenue and earnings growth
and the current macroeconomic environment will be a headwind to
volumes amid a slowing US labor market. The company benefits from a
well-known brand and a large database of resumes. The company faces
strong competition, including from larger, better-capitalized peers
such as Indeed.com owner Recruit Holdings Co., Ltd. (A3 stable) and
LinkedIn Corporation owner Microsoft Corporation (Aaa stable).
Moody's expect CareerBuilder's financial strategies will remain
aggressive under its private equity ownership and may include
additional distressed exchanges.
CareerBuilder's liquidity profile is considered weak. The company
will rely on its limited cash balance to fund operations. Moody's
expect the company will generate negative $20 to $30 million of
free cash flow on an annual basis. There are no financial covenants
on the first lien credit facility following the expiration of the
revolver.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be upgraded if the company can stabilize its debt
capital structure and if negative operating trends are resolved
with a recovery in earnings and liquidity.
The ratings could be downgraded should recovery prospects in the
event of default deteriorate further.
CareerBuilder, headquartered in Chicago, IL and controlled by
affiliates of private-equity sponsor Apollo Global Management, Inc.
operates an online job board and provides related services and
software.
The principal methodology used in this rating was Business and
Consumer Services published in November 2021.
CAREERBUILDER LLC: Saratoga Marks $3.9MM Loan at 85% Off
--------------------------------------------------------
Saratoga Investment Corp has marked its $3,930,582 loan extended to
CareerBuilder, LLC to market at $589,587 or 15% of the outstanding
amount, according to a disclosure contained in Saratoga's Amended
Form 10-Q for the Quarterly period ended May 31, 2024, filed with
the Securities and Exchange Commission.
Saratoga is a participant in a Term Loan B3 to CareerBuilder, LLC.
The Loan accrues interest at a rate of 12.32% (3M USD SOFR+ 6.75%)
per annum. The loan matures on July 31, 2026.
Saratoga is a non-diversified closed end management investment
company incorporated in Maryland that has elected to be treated and
is regulated as a business development company under the Investment
Company Act of 1940, as amended. The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial
public offering on March 28, 2007. The Company has elected, and
intends to qualify annually, to be treated for U.S. federal income
tax purposes as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended.
Saratoga is led by Christian L. Oberbeck, Founder, Chief Executive
Officer; and Henri J. Steenkamp, Chief Financial Officer and Chief
Compliance Officer. The Fund can be reach through:
Christian L. Oberbeck
Saratoga Investment Corp
535 Madison Avenue
New York, New York 10022
Tel. No.: (212) 906-7800
Careerbuilder, LLC operates an online job portal. The Company
offers job postings, standard job optimization, employment
recommendation e-mails, branding, talent and compensation
intelligence, and recruitment services.
CASTLE US HOLDING: Saratoga Marks $1.9MM Loan at 35% Off
--------------------------------------------------------
Saratoga Investment Corp has marked its $1,942,453 loan extended to
Castle US Holding Corporation to market at $1,267, 761 or 65% of
the outstanding amount, according to a disclosure contained in
Saratoga's Amended Form 10-Q for the Quarterly period ended May 31,
2024, filed with the Securities and Exchange Commission.
Saratoga is a participant in a Term Loan B to Castle US Holding
Corporation. The Loan accrues interest at a rate of 9.19% (1M USD
SOFR+ 3.75%) per annum. The loan matures on January 27, 2027.
Saratoga is a non-diversified closed end management investment
company incorporated in Maryland that has elected to be treated and
is regulated as a business development company under the Investment
Company Act of 1940, as amended. The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial
public offering on March 28, 2007. The Company has elected, and
intends to qualify annually, to be treated for U.S. federal income
tax purposes as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended.
Saratoga is led by Christian L. Oberbeck, Founder, Chief Executive
Officer; and Henri J. Steenkamp, Chief Financial Officer and Chief
Compliance Officer. The Fund can be reach through:
Christian L. Oberbeck
Saratoga Investment Corp
535 Madison Avenue
New York, New York 10022
Tel. No.: (212) 906-7800
Castle US Holding Corporation provides database tools and software
to public relations and communications professionals.
CCS-CMGC HOLDINGS: Saratoga Marks $2.3MM Loan at 32% Off
--------------------------------------------------------
Saratoga Investment Corp has marked its $2,368,750 loan extended to
CCS-CMGC Holdings, Inc to market at $1,604,828 or 68% of the
outstanding amount, according to a disclosure contained in
Saratoga's Amended Form 10-Q for the Quarterly period ended May 31,
2024, filed with the Securities and Exchange Commission.
Saratoga is a participant in a Term Loan to CCS-CMGC Holdings, Inc.
The Loan accrues interest at a rate of 11.11% (3M USD SOFR+ 5.5%)
per annum. The loan matures on September 25, 2025.
Saratoga is a non-diversified closed end management investment
company incorporated in Maryland that has elected to be treated and
is regulated as a business development company under the Investment
Company Act of 1940, as amended. The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial
public offering on March 28, 2007. The Company has elected, and
intends to qualify annually, to be treated for U.S. federal income
tax purposes as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended.
Saratoga is led by Christian L. Oberbeck, Founder, Chief Executive
Officer; and Henri J. Steenkamp, Chief Financial Officer and Chief
Compliance Officer. The Fund can be reach through:
Christian L. Oberbeck
Saratoga Investment Corp
535 Madison Avenue
New York, New York 10022
Tel. No.: (212) 906-7800
CCS-CMGC Holdings, Inc. operates as a holding company. The Company,
through its subsidiaries, provides health care services.
CHEN FOUNDATION: Seeks to Extend Plan Exclusivity to October 14
---------------------------------------------------------------
Chen Foundation, Inc. asked the U.S. Bankruptcy Court for the
Southern District of New York to extend its exclusivity periods to
file a plan of reorganization and obtain acceptance thereof to
October 14 and December 13, 2024, respectively.
The Debtor claims that it will file a plan that contemplates
payment in full of certain claims from the proceeds of the two
pending lawsuits the Debtor and its affiliated debtors, New Tent,
LLC and Neo Image Enterprises, LLC (jointly administered at case
no. 24-10015), filed in early April. In the event those lawsuits do
not bear sufficient proceeds to pay claims, the Debtors will pay
those claims from either new financing or a capital contribution.
In any event, additional time is needed to effectuate a successful
restructuring.
Since the filing of this case, the Debtor has tried to negotiate
the use of cash collateral with its senior lender and, when it was
unable to come to terms, Debtor made a motion to approve same,
which was contested. After the hearing and determination of the
Court that Debtor's use of cash collateral should be approved,
Debtor has been working with its lender on a consensual budget and
interim order which was finally submitted on July 12th.
In addition, since the Petition Date, the Debtor's management and
counsel have devoted significant time and resources, in addition to
diligently attending to their prepetition day-to-day obligations,
to navigating the Debtor's business in the purview of chapter 11.
This has included, among other things, responding to a litany of
inquiries raised by tenants, taxing authorities, utility companies
and other parties in interest in these cases, including the US
Trustee, for whom the Debtor has produced myriad documents in
connection with its 341 meeting of creditors and otherwise.
The Debtor explains that it has conducted its affairs in a manner
consistent with its fiduciary obligations and has demonstrated good
faith in its efforts throughout the course of this case. The Debtor
is making every effort to work with its creditors towards a
successful and consensual restructuring. Granting an extension of
the Exclusive Periods will not give the Debtor unfair leverage over
any creditor. On the contrary, such an extension will, in fact,
afford the Debtor an opportunity to consider all relevant
information and make informed decisions to maximize the recovery to
all creditors.
The Debtor believes that at this time, the filing of a plan by
third parties, or even the mere threat of such a filing, would
serve no purpose other than to introduce delay and additional
administrative expenses to these cases. Moreover, it is highly
unlikely that any party in the Debtor's case could propose a
viable, fully informed plan prior to the resolution of the
contingencies described supra, and thus, the proposal of any such
plan at this time would be premature and disruptive to the plan
proposal and confirmation process, without any commensurate
benefits.
Chen Foundation, Inc. is represented by:
Leo Jacobs, Esq.
Robert M. Sasloff, Esq.
Jacobs P.C.
595 Madison Avenue, 39th Floor
New York, NY 10022
Tel: (212) 229-0476
Email: leo@jacobspc.com
About Chen Foundation
Chen Foundation is primarily engaged in renting and leasing real
estate properties.
Chen Foundation, Inc., in New York, NY, filed its voluntary
petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No.
24-10438) on March 18, 2024, listing as much as $10 million to $50
million in both assets and liabilities. Ted Chen as president,
signed the petition.
Judge John P. Mastando III oversees the case.
JACOBS PC serves as the Debtor's legal counsel.
CHICAGO WHIRLY: Hires Robbins DiMonte as Special Conflicts Counsel
------------------------------------------------------------------
Chicago Whirly Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of Illinois to hire Robbins DiMonte, Ltd.
as its special conflicts counsel.
The firm will advise the Debtor in connection with its motion for
order (I) prohibiting utilities from altering, refusing or
discontinuing services, (II) deeming utilities adequately assured
of future payment, and (III) establishing procedures for
determining requests for additional adequate assurance.
The firm will charge $425 per hour for the services of Carolina Y.
Sales, partner.
Ms. Sales assured the court that her firm is a "disinterested
person" within the meaning of 11 U.S.C. 101(14).
The firm can be reached through:
Carolina Y. Sales, Esq.
ROBBINS DIMONTE, LTD.
180 N. LaSalle St., Suite 3300
Chicago, IL 60601
Tel: (312) 456-0372
Email: csales@robbinsdimonte.com
About Chicago Whirly Inc.
Chicago Whirly Inc. is in the Recreation Services business.
Chicago Whirly Inc. sought relief under Subchapter V of Chapter 11
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-09116) on
June 20, 2024. In its petition, the Debtor reports estimated assets
and liabilities between $1 million and $10 million each.
Honorable Bankruptcy Judge Deborah L. Thorne oversees the case.
The Debtor is represented by Susan Poll Klaessy, Esq. at Foley &
Lardner LLP.
CMM MINEOLA: Hires Hilco Real Estate as Real Estate Consultant
--------------------------------------------------------------
CMM Mineola LLC filed an emergency application seeking approval
from the U.S. Bankruptcy Court for the Eastern District of Texas to
hire Hilco Real Estate, LLC as its real estate consultant.
The firm's services include:
a. meeting with the Debtor to ascertain the Debtor's goal,
objectives and financial parameters in selling the property located
at 135 Autumn Wind Court, Mineola, TX;
b. soliciting interested parties for the sale of the property
and marketing the property for sale through a managed qualifying
bid process; and
c. negotiating the terms of the sale.
Hilco shall earn a fee equal to:
-- Cash sale - 5 percent of the gross sale proceeds; or
-- Credit Bid Sale - 1 percent of the gross sale proceeds.
Eric W. Kaup, a partner at Hilco Real Estate, LLC, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Eric W. Kaup
Hilco Real Estate, LLC
5 Revere Dr, Suite 206
Northbrook, IL 60062
Tel: (855) 755-2300
Email: ekaup@hilcoglobal.com
About CMM Mineola LLC
CMM Mineola LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-60336) on June 3,
2024. In the petition filed by Chad Cable, as managing member, the
Debtor reports estimated assets and liabilities between $10 million
and $50 million each.
The Debtor is represented by Michael E. Gazette, Esq.
COAST TO COAST: Wins TRO Against M&T, et al.
--------------------------------------------
Chief Judge Jacqueline P. Cox of the United States Bankruptcy Court
for the Northern District of Illinois granted Coast to Coast
Leasing, LLC's motion for temporary restraining order in the
adversary proceeding it filed against certain creditors.
Coast to Coast seeks to enjoin M&T Equipment Finance Corporation,
Siemens Financial Services, Inc., De Lage Landen Financial
Services, Inc., and Crossroads Equipment Lease and Finance, LLC
from continuing any action in any pending or threatened civil
litigation against the Debtor's principals -- Hristo (Chris)
Angelov, Petar (Peter) Trendafilov, Petar (Peter) Panteleymonov --
and its two affiliates, Nationwide Cargo Incorporated and Five Star
Garage.
The affected creditors filed Notices of Objections to the Motion.
The matter was heard in court on July 2 and 16, 2024. After the
hearing, on July 2, the court entered an Order taking the matter
under advisement and indicating that the Motion was withdrawn as to
creditor De Lage Landen Financial Services.
In its Memorandum of Law, the Debtor argued there is authority for
relief sought under In re Gander Partners LLC. The court in Gander
states that "[t]he Seventh Circuit held in Fisher that a bankruptcy
court may enjoin proceedings in other courts under the following
circumstances: (1) when such proceedings defeat or impair its
jurisdiction over the case before it; (2) the moving party has
established a likelihood of success on the merits; and (3) the
court must consider whether the injunction will harm the public
interest."
According to Judge Cox, the Debtor has met its burden to show each
requirement is satisfied. The Debtor argues its principals at
issue are "responsible for all management, accounting and
operations" of the Debtor. It argues "[i]f they are distracted
from these efforts by reason of their having to defend multiple
lawsuits, the reorganization . . . would be thwarted and this
Court's jurisdiction to oversee the reorganization would be
impaired." It argues it and/or its affiliate, Nationwide Cargo,
employs more than 200 drivers who transport flood products
throughout the country. It alleges the harm to Debtor far
outweighs the harm to the affected creditors, who are "large, often
multi-national enterprises, as well able to withstand a delay in
the pursuit of a lawsuit while a reorganization case proceeds."
According to the Court, the first requirement is met as the
Debtor's principals intend to fund the plan, and their credit will
play a vital role in the reorganization efforts. The state court
lawsuits could impair this court's jurisdiction to assist the
Debtor to reorganize, since the source of funds to assist the
reorganization could be jeopardized, the Court finds.
The second requirement, a "reasonable likelihood of a successful
reorganization" is met, the Court concludes. Similar to In re
Ganders Partners LLC, the Debtors' principals have previously
"contributed their time, energy and money to the Debtors" and can
continue contributing "their time, energy and money to the Debtors'
future reorganization efforts", the Court states.
The Court points out temporarily staying the state court lawsuits
at issue serves the public interest. The temporary stay may foster
the Debtor's reorganization, the Court notes.
A copy of the Court’s decision dated July 17, 2024, is available
at https://urlcurt.com/u?l=MUMxW2
About Coast to Coast Leasing, LLC
Coast to Coast Leasing is part of the general freight trucking
industry.
Coast to Coast Leasing, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
24-03056) on March 1, 2024, listing $9,989,000 in assets and
$19,167,713 in liabilities. The petition was signed by Hristo
Angelo as member.
Judge Jacqueline P. Cox presides over the case.
David P Leibowitz, Esq., at the Law Offices of David P. Leibowitz,
LLC represents the Debtor as counsel.
COMMSCOPE HOLDING: To Receive $2.1 Billion From Amphenol Sale
-------------------------------------------------------------
CommScope Holding Company, Inc. has entered into a definitive
agreement to sell its Outdoor Wireless Networks segment as well as
the Distributed Antenna Systems business unit of its Networking,
Intelligent Cellular & Security Solutions segment to Amphenol
Corporation.
CommScope will receive approximately USD $2.1 billion in cash, to
be paid by Amphenol upon closing. The sale is expected to close
within the first half of 2025, subject to customary closing
conditions, including receipt of applicable regulatory approvals.
"CommScope has a strong reputation for driving innovation and value
for our customers. This transaction allows CommScope to increase
focus and further strengthen its CommScope NEXT priorities with its
remaining segments and business units," said Chuck Treadway, CEO,
CommScope.
He continued, "We believe CommScope's OWN and DAS businesses are
positioned to continue to perform well under Amphenol's
leadership."
OWN provides wireless infrastructure for mobile networks, including
macro and small cell site solutions. The DAS business provides
solutions for cellular infrastructure inside venues, campuses and
enterprises.
Moelis & Company is acting as financial advisor to CommScope.
Alston & Bird LLP are acting as legal advisors to CommScope.
About CommScope Holding
Headquartered in Hickory, North Carolina, CommScope Holding
Company, Inc. -- https://www.commscope.com/ -- is a global provider
of infrastructure solutions for communication, data center and
entertainment networks. The Company's solutions for wired and
wireless networks enable service providers, including cable,
telephone and digital broadcast satellite operators and media
programmers to deliver media, voice, Internet Protocol (IP) data
services and Wi-Fi to their subscribers and allow enterprises to
experience constant wireless and wired connectivity across complex
and varied networking environments.
CommScope reported a net loss of $1.45 billion in 2023, a net loss
of $1.28 billion in 2022, a net loss of $462.6 million in 2021, and
net loss of $573.4 million in 2020. As of March 31, 2024, the
Company had $8.7 billion in total assets, $10.8 billion in total
liabilities, $3.3 billion in total stockholders' deficit.
* * *
As reported by the TCR on Nov. 22, 2023, S&P Global Ratings lowered
its issuer credit rating on CommScope to 'CCC' from 'B-' and
removed the ratings from CreditWatch with negative implications,
where they were placed on Oct. 31, 2023. S&P revised the outlook
to negative. The negative outlook reflects S&P's view that
CommScope's expected weak financial performance of leverage above
the 10x area and low FOCF generation in 2023 and 2024 will increase
the risk of a distressed exchange or buyback within the next 12
months to address upcoming maturities.
As reported by the TCR on March 15, 2024, Moody's Ratings
downgraded CommScope ratings including the corporate family rating
to Caa2 from B3. The ratings downgrade primarily reflects the
increasing risk of a capital restructuring including a distressed
exchange of some or all of the company's debt, with maturities
approaching including the company's senior notes in June 2025 and
secured debt in March and April of 2026.
CONGRUEX GROUP: S&P Cuts ICR to 'CCC' on Deteriorating Liquidity
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Congruex
Group LLC to 'CCC' from 'B-' and revised its outlook to negative
from stable.
At the same time, S&P lowered its issue-level rating on the
company's first-lien term loan and revolving credit facility (RCF)
to 'CCC' from 'B-'. The '3' recovery rating is unchanged (rounded
estimate: 50%).
The negative outlook reflects increased likelihood of a default
within the next 12 months. The company's liquidity remains
pressured, exacerbated by tight covenant headroom.
S&P said, "Covenant cushion has reduced, pressuring Congruex's
liquidity such that we can envision a default scenario within 12
months. As of March 31, 2024, Congruex had $25 million in cash and
$40 million available under its RCF. The company reported $30
million in free operating cash flow (FOCF) generation during the
first quarter of the year, but we expect this trend will revert in
the next couple of quarters due to working capital needs for
projects ramping up. As a result, we believe it is likely that the
company draws from its revolving credit facility, which together
with depressed EBITDA, would result in increasing leverage and a
covenant breach. Under this scenario, the company could access only
$21 million under the RCF, which would cover the upcoming quarterly
interest payment and principal amortization of $16.2 million (end
of July). In our view, the company is unlikely to meet its
financial commitments absent equity contribution from its financial
sponsor, Crestview. We believe the company could default within the
next 12 months either from a liquidity crisis such that it misses
an interest payment or engages in a distressed exchange.
"Industry headwinds from a slowdown in telecommunications
infrastructure continue to pressure Congruex's performance.
Congruex reported weaker earnings, for the full-year 2023 and in
the first quarter of 2024, compared to our prior expectations, as
the company continues to feel the effects of decreased spending
from wireless customers and from some of the larger public
telecommunications firms in their wireline division. The company's
S&P Global Ratings-adjusted EBITDA margin deteriorated to mid-9% in
2023, well below the 10.5%-11.5% range that we previously
anticipated. Congruex's EBITDA margin compressed further in the
first quarter of 2024 to mid-single-digit percent, pressured by the
burden of fixed costs amid reduced demand in the company's end
markets. As a result EBITDA compressed and the company's covenant
ratio has very limited headroom, limiting access to its revolving
credit facility to just $21 million without violating the
covenant.
"The company's FOCF of around $30 million in the first quarter was
primarily due to collections of aged receivables. We would expect
this trend to reverse in the second and third quarters as the
company uses working capital to ramp up new projects. We expect
Congruex will report S&P Global Ratings-adjusted FOCF deficit in
the range of -$25 million to -$15 million for the full year.
Therefore, we expect S&P Global Ratings-adjusted FOCF to debt will
be -3.5% to -2.5% for 2024.
"We expect minimally negative to flat revenue growth given the
current landscape in the company's end markets and potential for
compression of EBITDA margins to the mid-8% to mid-9% range in
2024.The company's revenue prospects in 2024 will be limited by a
decline in capital expenditure (capex)from its largest wireless
customers and a pullback on spending for wireline projects from
large public telecom companies throughout 2024. We believe revenue
decline from these headwinds will be partially offset by an
increase in large scale, sponsor-backed, fiber-to-the-home
projects, including a few projects that are now fully ramped, in
addition to others that will begin construction in 2024. Given
these assumptions, we expect Congruex's top line will be minimally
negative to flat in 2024 in comparison to the prior year.
"While we expect Congruex will implement cost-savings initiatives
in 2024--such as subcontractor labor optimization--to offset
reduced demand in the wireless and wireline end markets, we believe
the continued decline in volume, especially within the company's
wireless end markets, will outsize the effect of cost-savings
initiatives and potentially compress EBITDA margin. We forecast S&P
Global Ratings-adjusted EBITDA margins will decrease to the mid-8%
to mid-9% range for the full-year 2024."
Given these assumptions, we expect S&P Global Ratings-adjusted debt
to EBITDA to be in mid- to low-8x range in 2024, compared to mid-7x
in 2023.
The negative outlook reflects the possibility of a lower rating
given the increased likelihood of a default within the next 12
months. The company's liquidity remains pressured, exacerbated
further by tight covenant headroom.
S&P said, "We could lower our ratings to 'CCC-' if we believe a
default or distressed exchange is inevitable within the next six
months. We could also lower our ratings to 'SD' if Congruex
announced it would miss an interest or principal payment or
undertake a distressed exchange or debt restructuring.
"We could raise the rating on Congruex if the company improves its
liquidity position through expansion of S&P Global Ratings-adjusted
EBITDA margins resulting in improved free cash flow generation or
through an equity infusion from the sponsor, such that we see a
lower likelihood of a default or distressed exchange over the next
12 months."
CS MIDTOWN: Seeks to Hire Horn Aylward & Bandy as Special Counsel
-----------------------------------------------------------------
CS Midtown, LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Missouri to hire Horn Aylward & Bandy, LLC
as its special litigation counsel.
The firm will represent the Debtor in its litigation against
Linwood Equity Investment LLC.
The firm will be paid at these hourly rates:
Partners $225 - $450
Associates $175 - $275
Paralegals and other Personnel $100 - $160
Horn Aylward & Bandy and its members are disinterested parties as
defined in 11 U.S.C. Sec. 101(14), representing no interest adverse
to the Debtor, according to court filings.
The firm can be reached through:
Robert M. Pitkin, Esq.
HORN AYLWARD & BANDY, LLC
2600 Grand Blvd,, Suite 1100
Kansas City, MO 64108
Tel: (816) 421-0700
Email: rpitkin@hab-law.com
About CS Midtown, LLC
CS Midtown, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Missouri Case No.
24-40175) on Feb 12, 2024, listing $1,000,001 to $10 million in
both assets and liabilities.
Judge Brian T Fenimore presides over the case.
Andrea M. Chase, Esq. at Spencer Fane LLP represents the Debtor as
counsel.
CSC HOLDINGS: Saratoga Marks $478,750 Loan at 21% Off
-----------------------------------------------------
Saratoga Investment Corp has marked its $478,750 loan extended to
CSC Holdings LLC (Neptune Finco Corp.) to market at $377,078 or 79%
of the outstanding amount, according to a disclosure contained in
Saratoga's Amended Form 10-Q for the Quarterly period ended May 31,
2024, filed with the Securities and Exchange Commission.
Saratoga is a participant in a Term Loan to CSC Holdings LLC
(Neptune Finco Corp.). The Loan accrues interest at a rate of 7.93%
(3M USD SOFR+ 2.5%) per annum. The loan matures on April 15, 2027.
Saratoga is a non-diversified closed end management investment
company incorporated in Maryland that has elected to be treated and
is regulated as a business development company under the Investment
Company Act of 1940, as amended. The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial
public offering on March 28, 2007. The Company has elected, and
intends to qualify annually, to be treated for U.S. federal income
tax purposes as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended.
Saratoga is led by Christian L. Oberbeck, Founder, Chief Executive
Officer; and Henri J. Steenkamp, Chief Financial Officer and Chief
Compliance Officer. The Fund can be reach through:
Christian L. Oberbeck
Saratoga Investment Corp
535 Madison Avenue
New York, New York 10022
Tel. No.: (212) 906-7800
CSC Holdings, LLC, provides broadband communications and video
services in the United States. It is a wholly owned subsidiary of
Cablevision.
DELTA APPAREL: Ernst & Young Declines Reappointment Amid Bankruptcy
-------------------------------------------------------------------
Delta Apparel, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that effective July 12,
2024, Ernst & Young LLP will not seek to be retained as the
independent registered public accounting firm of the Company
through the bankruptcy process following the Company's filing for
bankruptcy on June 30, 2024, as previously disclosed, and declined
to stand for reappointment as the Company's independent registered
public accounting firm for the fiscal year ended September 28,
2024.
The reports of Ernst & Young on the Company's financial statements
with accompanying notes for each of the fiscal years ended
September 30, 2023, and October 1, 2022, did not contain an adverse
opinion or a disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended September 30, 2023, and October 1,
2022, and the subsequent interim periods through the date of
cessation of the client-auditor relationship between the Company
and Ernst & Young, there were no disagreements (as that term is
defined in Item 304(a)(1)(iv) of Regulation S-K promulgated by the
Securities and Exchange Commission) with Ernst & Young on any
matters of accounting principles or practices, financial statement
disclosure, or auditing scope and procedures, which
disagreement(s), if not resolved to the satisfaction of Ernst &
Young would have caused Ernst & Young to make reference to the
matter in their reports on the Company's financial statements for
such years.
During the fiscal years ended September 30, 2023, and October 1,
2022, and the subsequent interim periods through the date of
cessation of the client-auditor relationship between the Company
and Ernst & Young, there were no "reportable events" within the
meaning of Item 304(a)(1)(v) of Regulation S-K.
About Delta Apparel
Headquartered in Duluth, Georgia, Delta Apparel, Inc. --
https://www.deltaapparelinc.com -- is a vertically integrated,
international apparel company with approximately 6,800 employees
worldwide. The Company designs, manufactures, sources, and markets
a diverse portfolio of core activewear and lifestyle apparel
products under its primary brands of Salt Life, Soffe, and Delta.
The Company specializes in selling casual and athletic products
through a variety of distribution channels and tiers, including
outdoor and sporting goods retailers, independent and specialty
stores, better department stores and mid-tier retailers, mass
merchants, eRetailers, the U.S. military, and through its
business-to business digital platform.
Delta Apparel sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Case No. 24-11469) on June 30, 2024. In the
petition signed by J. Tim Pruban, as chief restructuring officer,
the Debtor reports estimated assets and liabilities between $100
million and $500 million each.
The Debtor is represented by Christopher A. Ward, Esq., at
Polsinelli PC.
DISCOVERY GUARANTOR: S&P Affirms 'B-' ICR, Outlook Stable
---------------------------------------------------------
S&P Global Ratings affirmed all its ratings on the company
including its 'B-' issuer credit rating on Discovery Guarantor 2
Ltd. (d/b/a Envu), 'B-' issue-level ratings on its first-lien debt,
and 'CCC' issue-level rating on its second-lien debt.
The stable outlook reflects S&P's expectation that the company's
earnings will improve over the next 12 months, it will deploy free
cash flow in the next few quarters to pay down outstanding debt,
and maintain debt leverage at a level appropriate for the current
rating.
Envu has recently signed a definitive agreement to purchase FMC
Corp.'s non-crop environmental science products business in a
transaction proposed to be funded primarily by debt and partly by
sponsor common equity.
S&P expects Envu's credit profile to remain appropriate for the
rating following the planned acquisition of FMC's non-crop
environmental sciences business based on the proposed capital
structure.
Envu recently signed a definitive agreement to purchase FMC's
Global Specialty Solutions (GSS) business for a purchase price of
$350 million and it announced plans to fund the transaction via a
$325 million fungible add-on to its existing first-lien term loan
and a $50 million equity injection from its sponsor. The company
expects to use the balance of raised proceeds for one-time
transaction expenses. The GSS business, representing about 15% of
combined revenues, has a similar business profile to Envu selling
primarily into the turf, ornamentals, pest, and vector markets,
albeit mostly in the U.S. S&P anticipates the transaction to close
in the fourth quarter of 2024, subject to regulatory approvals and
other customary closing conditions.
S&P said, "Based on the proposed capital structure, we expect the
company's S&P Global Ratings-adjusted debt-to-EBITDA ratio to be in
the 7x-8x range for 2024 before dropping below 7x by the end of
2025. The improvement in our forecast for this metric in 2025
reflects a full year of earnings from the acquired business,
continued cost synergy realization, and the impact of standalone
Envu's ongoing margin improvement initiatives that we expect will
support EBITDA growth."
Envu's earnings improvement and cash flow generation in the second
and third quarter of 2024 will improve debt leverage from
heightened levels earlier in the year.
S&P said, "On normalized basis, we expect the company to continue
to improve its operating performance in the first half of 2024 with
volume growth and above-average operating margins supporting EBITDA
expansion and free cash flow generation. We anticipate EBITDA in
full year 2024 to moderately improve year over year on price and
cost management initiatives, better availability of raw materials
in the pest management product portfolio and incremental earnings
from the FMC GSS business post-acquisition.
"While earnings have grown since 2022, the company has also issued
an aggregate $155 million in fungible add-ons to its first-lien
term loan debt since late 2023, which increased the company's debt
leverage. It used proceeds primarily to finance significant
seasonal working capital requirements and maintain liquidity for
future growth initiatives. We expect the company to use the
majority of its cash flow from the release of working capital in
the third quarter this year to pay down outstanding balances on its
revolving facilities and improve debt leverage. We also forecast
the company will maintain adequate liquidity and sufficient cushion
under its financial covenants over the next 12 months."
The highly leveraged financial risk profile also reflects its new
financial-sponsor ownership.
S&P said, "We continue to view Envu's capital structure as highly
leveraged. The company's financial sponsor has historically
communicated intentions to improve leverage. Nevertheless, a track
record of consistent deleveraging at Envu remains to be seen. In
our base case, we do not assume significant deleveraging apart from
a reduction in outstanding balances on its revolving credit
facilities in the near term and scheduled quarterly principal
amortizations on its first-lien term loan."
Envu demonstrates above-average profitability for the specialty
chemicals sector, and we believe its planned acquisition will be
modestly positive for the company's business profile.
S&P said, "We expect Envu's EBITDA margins to approach 30% in
coming years on the back of price and raw material cost management,
ongoing operating cost improvement initiatives, and synergies
associated with the expected acquisition of FMC's GSS business. The
target business, like Envu, develops insecticides, herbicides, and
fungicides in the non-crop protection space predominantly in North
America, and has a similar end-market mix and slightly lower EBITDA
margins. Following the acquisition, we anticipate a modest
improvement in Envu's operating scale, better market presence
particularly in the U.S., and reduced concentration in active
ingredient suppliers. We will monitor any integration risks with
this planned acquisition, but we do not anticipate any significant
disruptions as was the case at Envu after its initial carve out
from Bayer. Overall, the company will still have a relatively small
revenue base serving niche subsegments compared with the cyclical
agricultural chemicals market, while benefiting from its exposure
to relatively stable and diverse end-markets."
The stable outlook reflects our expectation that the company will
maintain its weighted average S&P Global Ratings-adjusted debt to
EBITDA between 7x and 8x, which reflects the planned acquisition of
FMC's GSS business. S&P said, "We expect EBITDA margins to be in
the high-20% area in 2024 and gradually approach the 30% area in
coming years, with support from pricing actions, cost-structure
enhancements, and synergies resulting from the acquisition. In our
base-case scenario, apart from this transaction, we do not assume
additional material increases in debt to fund acquisitions and
assume the company will use its positive free cash flow generation
in coming quarters to reduce outstanding balances on its revolving
credit facilities while maintaining adequate liquidity."
S&P could take a negative rating action within the next year if:
-- Earnings are lower than projected, integration of the acquired
business is slower than expected, the company cannot improve its
cost structure, execute other growth initiatives, or adequately
pass through increases in costs; or
-- The company generates lower-than-expected free cash flows and
resultantly does not pay down debt as much as we expect, liquidity
weakens, or there is an increased likelihood of a covenant breach;
or
-- It pursues large shareholder distributions or debt-funded
acquisitions.
In such scenarios, S&P would expect the company's weighted-average
debt to EBITDA to approach double digits.
S&P could take a positive rating action on the company within the
next 12 months if:
-- Margins improve more than S&P expects such that S&P Global
Ratings-adjusted debt to EBITDA is below 6.5x on a sustained basis.
This could occur if the company is able to optimize its cost
structure, benefit from synergies, or increase prices more than we
expect;
-- Management and the sponsor explicitly commit to maintaining
such credit metrics; and
-- The company demonstrates a track record of standalone
operations, relatively stable profitability and timely financial
reporting.
DISCOVERY PURCHASER: FMC Transaction No Impact on Moody's 'B3' CFR
------------------------------------------------------------------
Moody's Ratings says Discovery Purchaser Corporation's (dba Envu)
B3 Corporate Family Rating, B3-PD Probability of Default, B3 rating
on the senior secured first lien credit facility, and Caa2 rating
on the second lien term loan remain unchanged following the
company's acquisition announcement. The outlook is stable.
On July 11, 2024, Envu announced to acquire FMC Corporation's (Baa2
negative) Global Specialty Solutions ("GSS") business for $350
million, subject to closing working capital adjustment. The
transaction is expected to close by year-end 2024, subject to
regulatory approval and other customary closing conditions.
Moody's expect the negative credit implication of higher debt
leverage immediately after this acquisition will be mitigated by
the improved business profile and expected synergies over time.
The acquisition of GSS will increase Envu's debt leverage to
mid-seven times from low-seven times without considering potential
synergies, as the company will issue $325 million incremental first
lien term loan to help fund the GSS acquisition that generated
about $34 million in EBITDA for the last twelve months ending June
2024. Cinven will make about $50 million equity injection for Envu
to complete this acquisition.
This largely debt funded acquisition underpins the company's
aggressive financial strategy to pursue business growth under
private equity ownership. High financial leverage limits Envu's
financial flexibility to consistently fund long-term projects as
part of its product life cycle management to meet new regulations
and customer demands, versus other larger and better capitalized
companies.
Still, Moody's expect Envu to lower its leverage towards below
seven times in the next two years given the significant business
synergies, asset-light business model and expected free cash flow
generation. Envu's improved market position is another factor that
mitigates the concern on its high debt leverage. In particular, GSS
will strengthen Envu's turf and ornamental, pest and vegetation
management in the US. The combined business of insecticides,
herbicides and fungicides for non-crop applications will remain
very profitable with low capital intensity.
Moreover, management has indicated continued improvement in EBITDA
and sound cash collection since the beginning of 2024. Positive
free cash flow in Q2 and Q3 will reduce a large amount of
outstanding revolver balance. This underpins Envu's ability to
generate free cash flow and reduce debt leverage.
Envu has made substantial progress in beefing up business
infrastructure since its carve-out from Bayer in October 2022. Its
sales and earnings improved in 2023 over 2022 pro forma numbers
thanks to the more resilient non-agricultural applications, as its
competitors focusing on agricultural applications recorded earnings
decline due to destocking.
Envu's credit profile is also underpinned by a broad portfolio of
formulated and registered products with trusted brand names and
leading market shares in non-agricultural applications. It has
expertise in product registration in various jurisdictions and a
track record of replacing legacy products with alternatives to meet
customer needs and regulations. The procurement of active
ingredients (AIs) from external parties, outsourcing of product
filling, packaging and distribution lead to low capital intensity.
Positive rating pressure could emerge, if the company substantially
reduces its debt leverage to below 6.0x by improving earnings and
generating free cash flows. A track record of developing and
commercializing new formulations to manage product rotation and
sustain its strong profit margins is also needed for an upgrade to
be considered.
Negative rating pressure could develop if operating performance is
weaker than expected, or debt leverage fails to improve towards
below 7.0x. A significant decline in profitability, weak cash flow
generation or reduction in liquidity could also result in a
downgrade.
Envu, headquartered in Cary, North Carolina, specializes in
developing formulated products to control pests, diseases and weeds
in non-agricultural areas such as turf and ornamentals, pest
management, vector control and vegetation management. Envu operated
as Environmental Science Professional business under Bayer, before
it was sold to Cinven, a private equity firm, for $2.6 billion in
October 2022. The company generated about $866 million in sales in
2023.
EBET INC: Foreclosure Auction Set for Aug. 1 After Credit Default
-----------------------------------------------------------------
As previously reported, on June 30, 2023, EBET, Inc., the
subsidiaries of the Company and CP BF Lending, LLC, entered into a
forbearance agreement with respect to the credit agreement between
the Company and the Lender.
Pursuant to the Forbearance Agreement, the Company acknowledged,
among other items, that, as of June 30, 2023, it was in default
under the Credit Agreement. Pursuant to the Forbearance Agreement,
the Lender agreed to forbear from exercising its rights and
remedies against the Company and the guarantors under the Credit
Agreement. On April 12, 2024, the parties entered into a fourth
amendment to Credit Agreement pursuant to which the Company
acknowledged that due to the issuance of an arbitration award
against the Company on or about January 5, 2024, a Termination
Event had occurred under the Credit Agreement and Forbearance
Agreement and whereon the Lender agreed that that the effective
date of such Termination Event date would not take effect until
June 17, 2024.
On May 2, 2024, the Company, the subsidiaries of the Company and
the Lender entered into Forbearance Agreement Amendment No. 3
whereby among other items, the parties confirmed the date of
effectiveness of the Termination Event to be the earlier to occur
of June 17, 2024, or the occurrence of another event of default.
On June 17, 2024, the Termination Event took effect and the
Lender's agreement to forbear from exercising its rights and
remedies under the Credit Agreement ceased. As of June 17, 2024,
the Company's total obligations to the Lender were $37,117,573.56,
consisting of principal (inclusive of PIK interest) and any and all
other accrued but unpaid interest to date, but not including fees,
costs and expenses now or in the future due either directly or by
way of reimbursement, all of which is immediately due and payable.
The Company does not have sufficient funds to repay the Lender and
does not have any commitments for additional funds. On June 18,
2024, the Lender sent the Company and its subsidiaries that
guaranteed the debt obligations notice of termination and
reservation of all rights under the Credit Agreement.
On July 15, 2024, the Company received a notice of public
foreclosure auction sale under Section 9-610 and 9-611 of the
Uniform Commercial Code from the Lender. The Company has been
informed that a public auction of certain Company assets will occur
on August 1, 2024. The assets include the equity and business
operations contained in EBET's subsidiary Karamba Limited, which
materially includes the Company's websites www.karamba.com,
www.generationvip.com, www.hopa.com, www.scratch2cash.com,
www.griffoncasino.com, www.bettarget.com, and www.dansk777.com and
other assets of EBET (including any and all litigation claims) and
equity of certain other of EBET subsidiaries. The sale of the
assets is being effected via a statutory procedure under Article 9
of the Uniform Commercial Code, which permits a creditor to
exercise its right of foreclosure subsequent to a borrower's loan
default, take control of collateral assets of a borrower and sell
them while reserving rights to credit bid.
If the auction is completed, the Sites and other assets and certain
of EBET subsidiary equity holdings will be sold, and while it is
expected that the Sites will continue to operate without change,
the EBET, Inc. entity itself will cease to have any further
business operations.
About EBET
EBET, Inc., headquartered in Las Vegas, Nev., operates platforms to
provide a real money online gambling experience focused on i-gaming
including casino, sportsbook and esports events. The Company
operates under a Curacao gaming sublicense and under operator
service agreements with Aspire Global plc allowing EBET to provide
online betting services to various countries around the world.
As of March 31, 2024, the Company had $14.55 million in total
assets, $70.73 million in total liabilities, and a total
stockholders' deficit of $56.18 million.
Lakewood, Colo.-based BF Borgers CPA PC, the Company's auditor
since 2022, issued a "going concern" qualification in its report
dated Jan. 12, 2024, citing that the Company's operating losses
raise substantial doubt about its ability to continue as a going
concern.
On May 9, 2024, the Audit Committee of the Board of Directors of
the Company dismissed BF Borgers CPA, PC as its independent
registered public accounting firm, effective as of such date 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 12, 2024, the Audit Committee approved the appointment of
Astra Audit & Advisory, LLC (formerly known as Coastal Accounting &
Consulting, LLC, PCAOB ID #6920) as the Company's independent
registered public accounting firm for the fiscal year ended
September 30, 2024 and 2023.
ECHOSTAR CORP: Ergen Two-Year GRAT Holds 26.5MM Class B Shares
--------------------------------------------------------------
Ergen Two-Year July 2024 SATS GRAT, filed a Form 3 Report with the
U.S. Securities and Exchange Commission, disclosing direct
beneficial ownership of 26,500,000 Class B Common Stock shares of
EchoStar Corp. This reflects the transfer of these shares to the
GRAT on July 10, 2024, with the option to convert them into an
equal number of Class A shares.
On July 10, 2024, Charles W. Ergen established the Ergen Two-Year
July 2024 SATS GRAT and contributed 26,500,000 Class B shares,
resulting in the transfer of a total of 26,500,000 Class B shares
to the July 2024 GRAT. Mrs. Cantey M. Ergen serves as the trustee
of the July 2024 GRAT.
A full-text copy of the SEC report is available at:
https://tinyurl.com/2s4h8zuk
About EchoStar Corporation
EchoStar Corporation (Nasdaq: SATS) -- www.echostar.com -- is a
provider of technology, networking services, television
entertainment and connectivity, offering consumer, enterprise,
operator and government solutions worldwide under its EchoStar,
Boost Mobile, Boost Infinite, Sling TV, DISH TV, Hughes, HughesNet,
HughesON, and JUPITER brands. In Europe, EchoStar operates under
its EchoStar Mobile Limited subsidiary and in Australia, the
company operates as EchoStar Global Australia.
Echostar reported a net loss of $1.63 billion for the year ended
Dec. 31, 2023, compared to net income of $2.53 billion for the year
ended Dec. 31, 2022. As of March 31, 2024, the Company had $55.55
billion in total assets, $35.71 billion in total liabilities, and
$19.84 billion in total stockholders' equity.
Denver, Colorado-based KPMG LLP, the Company's auditor since 2002,
issued a "going concern" qualification in its report dated Feb. 29,
2024, citing that the Company has debt maturing in 2024 and expects
to use a substantial amount of cash in the next twelve months. This
raises substantial doubt about the Company's ability to continue as
a going concern.
EFS PARLIN: Unsecureds Will Get 12% to 25% in Liquidating Plan
--------------------------------------------------------------
EFS Parlin Holdings, LLC filed with the U.S. Bankruptcy Court for
the District of Delaware a Revised Combined Disclosure Statement
and Chapter 11 Plan of Liquidation dated July 8, 2024.
The Debtor is a Delaware limited liability company and a wholly
owned subsidiary of Power Holding LLC. Power Holding LLC is a
Delaware limited liability company and is the sole member and
managing member of the Debtor.
The Debtor is a power company that, prior to the Sale and its
cessation of operations, operated a gas-fired power-generation
facility in Parlin, New Jersey (the "Power Plant"). The Power Plant
consisted of two GE Frame 6B gas turbine-generators and two steam
turbine generators with a total capacity of about 108 megawatts.
Through the Power Plant, the Debtor generated and sold electric
energy, capacity, and reactive power into the wholesale markets
(collectively, the "PJM Market") operated by PJM Interconnection,
L.L.C.
On June 8, 2023, the Debtor filed the Sale Motion with the
Bankruptcy Court. The Sale Motion initially sought approval of the
bid procedures in connection with the Sale of all or substantially
all of the Debtor's assets. The Bankruptcy Court entered the Sale
Procedures Order approving the proposed bid procedures set forth in
the Sale Motion on June 26, 2023.
The Debtor was able to secure a qualifying bid from a third party
strategic buyer, TigerGenCo, LLC. TigerGenCo proposed to acquire
the Debtor's capacity interconnection rights and certain limited
related assets (the "CIR Assets") for a purchase price of
$2,500,000.00.
Thereafter, following substantial and good-faith negotiations, the
Debtor and TigerGenCo agreed to the terms of that certain Asset
Purchase Agreement, dated as of September 25, 2023 (as amended from
time to time, the "APA"). On September 26, 2023, the Bankruptcy
Court entered the Sale Order approving the Sale transaction under
the APA. The Debtor filed its Notice of Closing of Sale of Debtor's
Assets [Docket No. 164] notifying the Bankruptcy Court that the
Sale closed on December 14, 2023.
As the Debtor's sale process did not yield any bid that involved
continued operation of the Debtor's business operations at the
Power Plant, the Debtor determined in its business judgment that it
was in the best interests of its Estate and its Creditors to cease
operations at the Power Plant, and reject the Lease and its
executory contracts, in order to curtail any associated expenses.
On October 5, 2023, the Debtor filed the DuPont Lease Rejection and
Abandonment Motion to reject the DuPont Lease and abandon certain
personal property (the "Abandoned Property"). The DuPont Lease
Rejection and Abandonment Motion sought to reject the DuPont Lease,
as well as abandon certain burdensome personal property, consisting
of turbines, equipment, inventory (consisting of parts and hardware
utilized to maintain the Power Plant), and other tangible assets
located at the leased premises. The Power Plant deactivated as of
November 1, 2023, in accordance with its notice of deactivation
previously delivered to PJM.
Class 3 consist of General Unsecured Claims. In full satisfaction
of all Allowed Class 3 Claims, Holders of Allowed General Unsecured
Claims shall receive pro rata distributions, up to the Allowed
Amount of such Claims, of the GUC Plan Consideration. The allowed
unsecured claims total $6.8 million. This Class will receive a
distribution of 12% to 25% of their allowed claims. Class 3 is
impaired.
Class 4 consists of the equity interests in the Debtor. Holder(s)
of Equity Interests shall not receive any property or interest in
property on account of such Equity Interests; provided that, in the
event that all Allowed Claims have been paid in full in accordance
with the Bankruptcy Code and this Combined Disclosure Statement and
Plan, Holders of Equity Interests may receive a pro rata
distribution of any remaining assets of the Debtor. Upon the
post-Effective Date dissolution of the Debtor as contemplated
herein, all Equity Interests shall be cancelled.
Allowed Claims and any amounts necessary to wind down the Debtor's
Estate shall be paid from the Debtor's Cash and proceeds of the
liquidation of its assets, subject to the terms, limitations and
qualifications.
A full-text copy of the Revised Combined Disclosure Statement and
Plan dated July 8, 2024 is available at
https://urlcurt.com/u?l=FWhO6f from PacerMonitor.com at no charge.
EFS Parlin Holdings, LLC is represented by:
J. Cory Falgowski, Esq.
BURR & FORMAN LLP
222 Delaware Avenue, Suite 1030
Wilmington, DE 19801
Tel: (302) 830-2312
Email: jfalgowski@burr.com
- and -
Erich N. Durlacher, Esq.
BURR & FORMAN LLP
Suite 1100, 171 Seventeenth Street, N.W.
Atlanta, GA 30363
Tel: (404) 685-4313
Email: edurlacher@burr.com
About EFS Parlin Holdings
EFS Parlin Holdings, LLC is in the business of electric power
generation, transmission and distribution. The company is based in
Norwalk, Conn.
EFS Parlin Holdings filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10539) on April
28, 2023, with $9,424,029 in assets and $12,594,508 in liabilities.
Michael Whitworth, authorized representative, signed the petition.
Judge John T. Dorsey oversees the case.
The Debtor tapped J. Cory Falgowski, Esq., at Burr Forman, LLP as
bankruptcy counsel and SSG Advisors, LLC as investment banker.
ENC PARENT: Moody's Cuts CFR & Sr. Secured First Lien Debt to Caa1
------------------------------------------------------------------
Moody's Ratings downgraded the ratings of ENC Parent Corporation
(ENC), including its corporate family rating to Caa1 from B3 and
its probability of default rating to Caa1-PD from B3-PD.
Concurrently, Moody's downgraded the ratings on the company's
senior secured first lien bank credit facilities to Caa1 from B3
and senior secured second lien bank credit facility to Caa3 from
Caa2. The outlook is stable.
The downgrade reflects Moody's expectations that ENC's financial
leverage will remain high and free cash flow will be negative
through 2025. The weakness in financial performance is being driven
by the ongoing softness in the freight transportation sector that
caused brokerage volumes to decline to pre-pandemic levels. Moody's
don't anticipate a significant improvement until 2025. Moody's
forecast suggests that ENC's debt-to-EBITDA by the end of 2024 will
be around 9x. Moody's further believe that any postponement in the
transport market recovery could hinder ENC's ability to absorb
negative developments at the current rating level.
RATINGS RATIONALE
ENC is one of the largest agent-based arrangers of intermodal
drayage services, with good shipper and brokerage agent
diversification. However, the company has a small revenue base that
is focused primarily on East Coast markets, high financial leverage
and weak free cash flow. Additionally, the company is exposed to
cyclical freight markets. In 2023 the industry saw significant
declines in shipping rates and volumes due to slowing end market
demand and increased truck capacity pressuring transport spot
rates. Further, Moody's regard ENC's liquidity as a crucial aspect
of its business model and the ability to take advantage of growth
opportunities. Sufficient liquidity is necessary to ensure timely
payments to its agents and owner-operators (carriers/truckers) as
payments from shippers are typically received after these
disbursements have been made. The company's highly scalable,
agent-based and asset-light business model limits capital
expenditure needs.
Moody's expect ENC to maintain adequate liquidity. Liquidity is
primarily supported by access to a $165 million ABL credit facility
that expires in 2026 and approximately $71 million in cash as of
March, 31, 2024. Availability on the facility was about $73 million
after roughly $84 million used for letters of credit (primarily for
automotive liability deductions) at the same date. The company is
not expected to draw on the facility. Mandatory term loan
amortization is modest at around $4.5 million per annum.
The stable outlook reflects Moody's view that ENC will maintain
adequate liquidity and see gradual improvement in both leverage and
cash flow over the next 24 months as the transportation sector
rebounds.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings are unlikely to be upgraded until a sustained
improvement in business conditions and end market fundamentals
drive freight volumes higher. The ratings could be upgraded with
expectations of stronger liquidity, including positive free cash
flow, improving margins and a decline in debt-to-EBITDA to below
6.5x.
The ratings could be downgraded if earnings do not improve and the
company is unable to reduce its very high leverage. The ratings
could also be downgraded if liquidity weakens and limits the
company's ability to participate in a freight transport recovery.
The ratings could also be downgraded if Moody's believe the
probability of a debt restructuring increases.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
ENC Parent Corporation ("ENC"), (dba Evans Network of Companies or
Evans Delivery) is an asset-light, agent-based provider of services
to operators in the intermodal drayage, truckload and freight
brokerage markets of the logistics industry. Services provided
include national and regional sales support to agents via a number
of back-office support functions including but not limited to
accounts receivable management, payment processing, insurance and
compliance. ENC is owned by PE firm Court Square Capital Partners.
EOS U.S. FINCO: Saratoga Marks $968,750 Loan at 22% Off
-------------------------------------------------------
Saratoga Investment Corp has marked its $968,750 loan extended to
EOS U.S. FINCO LLC to market at $758,531 or 78% of the outstanding
amount, according to a disclosure contained in Saratoga's Amended
Form 10-Q for the Quarterly period ended May 31, 2024, filed with
the Securities and Exchange Commission.
Saratoga is a participant in a Term Loan to EOS U.S. FINCO LLC. The
Loan accrues interest at a rate of 11.31% (3M USD SOFR+ 6%, 0.5%
Floor) per annum. The loan matures on October 6, 2029.
Saratoga is a non-diversified closed end management investment
company incorporated in Maryland that has elected to be treated and
is regulated as a business development company under the Investment
Company Act of 1940, as amended. The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial
public offering on March 28, 2007. The Company has elected, and
intends to qualify annually, to be treated for U.S. federal income
tax purposes as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended.
Saratoga is led by Christian L. Oberbeck, Founder, Chief Executive
Officer; and Henri J. Steenkamp, Chief Financial Officer and Chief
Compliance Officer. The Fund can be reach through:
Christian L. Oberbeck
Saratoga Investment Corp
535 Madison Avenue
New York, New York 10022
Tel. No.: (212) 906-7800
EOS US Finco LLC is a hardware technology company based in the
United States.
EVOFEM BIOSCIENCES: Inks A&R Merger Agreement With Aditxt
---------------------------------------------------------
Evofem Biosciences, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that the Company,
Aditxt, Inc. and Adifem, Inc., f/k/a Adicure, Inc., a wholly-owned
subsidiary of Aditxt, entered into an Amended and Restated Merger
Agreement.
The A&R Merger Agreement amends and restates in its entirely the
Agreement and Plan of Merger, as previously disclosed in that
Current Report on Form 8-K filed by the Company with the Securities
and Exchange Commission on December 12, 2023.
As consideration for the Merger, the Parent will (i) pay an amount
equal to one million eight hundred thousand dollars ($1,800,000)
less an amount equal to the product of (x) the number of Dissenting
Shares represented by Company Common Stock and (y) the Common
Exchange Ratio.
Additionally, each share of the Company's Series E-1 Preferred
Stock, par value $0.0001, issued and outstanding as of the
Effective Time shall automatically be converted into the right to
receive from Aditxt one share Parent Preferred Stock.
At the Effective Time of the Merger:
(i) the Company Convertible Note Holders will enter into an
Exchange Agreement, pursuant to which these Note Holders exchange
the value of their then-outstanding Company Convertible Notes and
purchase rights for an aggregate of not more than 88,161 shares of
Parent Preferred Stock;
(ii) each stock option of the Company, that was outstanding
and unexercised immediately prior to the Effective Time will be
cancelled without the right to receive any consideration.
(iii) all shares of Company Common Stock or Company Preferred
Stock held by Parent or Merger Sub or by any wholly-owned
Subsidiary thereof, shall be automatically cancelled and retired
and shall cease to exist and no consideration shall be delivered or
deliverable in exchange therefor;
Further, Aditxt agreed to, on or prior to: (a) July 12, 2024 to
purchase 500 shares of the Company's Series F-1 Preferred Stock,
par value $0.0001 per share (the "F-1 Preferred Stock") for an
aggregate purchase price of $500,000, (b) August 9, 2024, purchase
an additional 500 shares of F-1 Preferred Stock for an aggregate
purchase price of $500,000, (c) the earlier of August 30, 2024 or
five business days of the closing of a public offering by Aditxt
resulting in aggregate net proceeds to Aditxt of no less than
$20,000,000, purchase an additional 2,000 shares of F-1 Preferred
Stock for an aggregate purchase price of $2,000,000; and (d)
September 30, 2024, purchase an additional 1,000 shares of F-1
Preferred Stock at an aggregate purchase price of $1,000,000.
The A&R Merger Agreement is subject to certain closing conditioned
and contains customary representations, warranties and covenants
and indemnifications provisions.
The consummation of the Merger is conditioned upon, among other
things: (i) the Company Shareholder approval shall having been
obtained in accordance with applicable Law; (ii) no governmental
entity having jurisdiction over any party shall have issue any
order, decree, ruling injunction or other action that is in effect
restraining the Merger; (iii) a voting agreement shall have been
executed and delivered by the parties thereto; (iv) all Company
preferred stock shall have been converted to Company common stock
except for the Unconverted Company Preferred Stock (as defined by
the A&R Merger Agreement); (v) the Company shall have received
agreements from all of the holders of the Company's warrants, duly
executed, containing waivers with respect to any fundamental
transaction, change in control or other similar rights that such
warrant holders may have under any such Company warrants and
exchange such Company warrants as they hold for an aggregate of not
more than 930.336 shares of Parent Preferred Stock (as defined in
the A&R Merger Agreement); (vi) the Company shall have cashed out
any other warrant holder who has not provided a warrant holder
agreement, provided, however, that the aggregate amount of such
cash out for any and all other warrant holders who have not
provided a warrant holder agreement shall not exceed $150,000;
(vii) the Company shall have obtained waivers from holders of
Company convertible notes of the original principal amount thereof
with respect to any fundamental transaction rights such Company
convertible note holders may have under any such Company
convertible notes, including any right to vote, consent or
otherwise approve or veto any of the transaction contemplated by
this A&R Merger Agreement; (viii) Aditxt shall have received
sufficient financing to satisfy its payment obligations under the
A&R Merger Agreement (ix) the requisite stockholder approval shall
have been obtained by Aditxt at a special meeting of its
stockholders to approve the Parent Stock Issuance (as defined in
the A&R Merger Agreement) (x) Aditxt shall have received a
compliance certificate from the Company certifying Company complied
with all reps and warranties in the A&R Merger Agreement; (xi)
Aditxt shall have received waivers from the parties to the
agreements listed in Section 7.2(f) of the A&R Merger Agreement
Parent Disclosure Letter of the issuance of securities in a
"Variable Rate Transaction" (as such term in defined in such
agreements); (xii) Parent shall have received a certificate
certifying that no interest in the Company is a U.S. real property
interest, as required under U.S. treasury regulation section
1.897-2(h) and 1.1445-3(c); (xiii) Aditxt shall have paid, in full,
the Repurchase Price, as defined in that certain Securities
Purchase and Security Agreement, dated as of April 23, 2020, as
amended by that First Amendment to the Securities Purchase and
Security Agreement, dated as of November 20, 2021, that Second
Amendment to the Securities Purchase and Security Agreement, dated
as of March 21, 2022, that Third Amendment to Securities Purchase
and Security Agreement dated as of September 15, 2022, and that
Fourth Amendment to Securities Purchase and Security Agreement,
dated as of September 8, 2023, by and among the Company, Baker
Brothers Life Sciences, L.P., 667, L.P. and Bakers Bros. Advisors
LP (xv) there shall be no more than 4,141,434 dissenting shares
that are Company common stock or 98 dissenting shares that are
Company preferred stock (xiv) Company shall have received from
Aditxt a compliance certificate certifying that Parent has complied
with all representations and warranties, (xv) that Aditxt shall be
incompliance with stockholders' equity requirements in Nasdaq
listing rule 5550(b)(1).
The Company will prepare and file a proxy statement with the U.S.
Securities and Exchange Commission and, subject to certain
exceptions, the Company's Board of Directors will recommend that
the A&R Merger Agreement be adopted by the Company's stockholders
at a special meeting of the Company's stockholders. However,
subject to the satisfaction of certain terms and conditions, the
Company and the Board, as applicable, are permitted to take certain
actions which may, as more fully described in the A&R Merger
Agreement, include changing the Company Board Recommendation and
entering into a definitive agreement with respect to a Company
Change of Recommendation if the Company Board or any committee
thereof determines in good faith, after consultation with the
Company's outside legal and financial advisors and after taking
into account relevant legal, financial, regulatory, estimated
timing of consummation and other aspects of such proposal that the
Company Board considers in good faith and the Person or group
making such proposal, would, if consummated in accordance with its
terms, result in a transaction more favorable to the Company
Shareholders than the Merger. If the Company has a Company Change
of Recommendation, the Company must provide Aditxt with a 10
calendar day written notice thereof and negotiate with Aditxt in
good faith to provide a competing offer.
The Board has (i) determined that the A&R Merger Agreement and the
transactions contemplated thereby, including the Merger, are
advisable and in the best interests of the Company and its
stockholders, and declared it advisable for the Company to enter
into the A&R Merger Agreement, (ii) approved and declared advisable
the execution and delivery by the Company of the A&R Merger
Agreement, the performance by the Company of its covenants and
agreements contained in the A&R Merger Agreement and the
consummation of the Merger and the other transactions contemplated
by the A&R Merger Agreement upon the terms and subject to the
conditions contained therein, (iii) directed that the adoption of
the A&R Merger Agreement be submitted to a vote at a meeting of the
Company stockholders and (iv) resolved, subject to the terms and
conditions set forth in the Merger Agreement, to recommend that the
Company stockholders adopt the Merger Agreement.
A full-text copy of the Amended and Restated Plan of Merger, by and
between the Company, Aditxt, Inc. and Adifem, Inc. is available
at:
https://tinyurl.com/mr2dyh7r
About Evofem
Evofem Biosciences, Inc. is a San Diego-based commercial-stage
biopharmaceutical company with a strong focus on innovation in
women's sexual and reproductive health.
As of December 31, 2023, the Company had $10.6 million in total
assets, $72.5 million in total liabilities, $4.6 million in
commitments and contingencies, and $66.5 million in total
stockholders' deficit.
Walnut Creek, Calif.-based BPM, LLP, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
March 26, 2024, citing that the Company has suffered recurring
losses from operations, negative cash flows from operations since
inception, has received a notice of default for its convertible
notes, and does not have sufficient capital to repay such
obligations, which are now currently due and has a net capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.
EXELA TECHNOLOGIES: Files Plan to Regain Nasdaq Compliance
----------------------------------------------------------
As previously disclosed, on November 13, 2023, Exela Technologies
Inc. received a written notice from the Listing Qualifications
Department of The Nasdaq Stock Market LLC stating that the Company
is not in compliance with NASDAQ Listing Rule 5550(b)(2) because
the Company's Market Value of Listed Securities was below the
minimum requirement of $35 million and that the Company did not
satisfy any of the alternative requirements for continued listing
under Nasdaq Listing Rule 5550(b), including the $2.5 million
minimum stockholders' equity test.
On July 2, 2024, the Company submitted a plan to NASDAQ to regain
compliance with the Minimum Equity Requirement centered around the
spin-off of Exela Technologies BPA, LLC to shareholders of the
Company, as more fully described in that certain Current Report on
Form 8-K filed by the Company on July 1, 2024, in order to satisfy
continued listing on NASDAQ. On July 17, 2023, NASDAQ granted an
extension until November 1, 2024, to evidence compliance with the
Minimum Equity Requirement, conditioned upon the Company's
achievement of certain interim milestones to NASDAQ's
satisfaction.
If the BPA Spin-Off occurs, and the Milestones are met, the Company
believes that the Company's stockholders' equity will increase to
over $2.5 million on a post-BPA Spinoff adjusted basis.
In addition, as previously reported, on March 14, 2023, the Company
received a notice from NASDAQ stating that the Company was in
noncompliance with NASDAQ Listing Rules 5620(a) and 5810(c)(2)(G)
as a result of its failure to hold an annual shareholder meeting
within 12 months of the December 31, 2022 fiscal year end. On June
20, 2024, the Company received a notice from NASDAQ that due to the
Company holding the combined 2023 and 2024 Annual Meeting of
Stockholders on June 13, 2024, the Company has been deemed in
compliance with such NASDAQ listing standards.
About Exela Technologies
Headquartered in Irving, Texas, Exela Technologies, Inc. --
www.exelatech.com -- is a business process automation (BPA)
company, leveraging a global footprint and proprietary technology
to provide digital transformation solutions enhancing quality,
productivity, and end-user experience. With decades of experience
operating mission-critical processes, Exela serves a growing roster
of more than 4,000 customers throughout 50 countries, including
over 60% of the Fortune 100. Utilizing foundational technologies
spanning information management, workflow automation, and
integrated communications, Exela's software and services include
multi-industry, departmental solution suites addressing finance and
accounting, human capital management, and legal management, as well
as industry- specific solutions for banking, healthcare, insurance,
and the public sector. Through cloud-enabled platforms, built on a
configurable stack of automation modules, and approximately 13,600
employees operating in 20 countries, Exela rapidly deploys
integrated technology and operations as an end-to-end
digitaljourney partner.
Exela Technologies reported a net loss of $25.57 million for the
three months ended March 31, 2024, compared to a net loss of $45.44
million for the three months ended March 31, 2023. As of March 31,
2024, the Company had $591.80 million in total assets, $1.47
billion in total liabilities, and a total stockholders' deficit of
$881.63 million.
Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated April 3, 2024, citing that the Company has experienced
recurring losses, has a working capital deficit and stockholders'
deficit and significant future required cash payments for interest
under its long-term debt obligations that raise substantial doubt
about its ability to continue as a going concern.
* * *
As reported by the TCR on Aug. 24, 2023, S&P Global Ratings raised
its issuer credit rating on Exela Technologies Inc. to 'CCC' from
'SD' (selective default). S&P said, "Despite improving revenue
trends and cost savings, we forecast limited liquidity cushion in
January and July of 2024."
EYENOVIA INC: Tsontcho Ianchulev Holds 3.2% Stake
-------------------------------------------------
Dr. Tsontcho Ianchulev disclosed in a Schedule 13D/A Report filed
with the U.S. Securities and Exchange Commission that as of July 2,
2024, he beneficially owned 2,078,437 shares of Eyenovia, Inc.'s
common stock, representing 3.2% of the shares, based on 63,393,678
shares of common stock outstanding as of July 2, 2024, as reported
in the Issuer's Form 424B5 filed on June 28, 2024.
The shares owned by Dr. Tsontcho Ianchulev includes (i) 348,452
shares of common stock, (ii) 1,055,495 shares of common stock
underlying options that are exercisable within 60 days of the date
of this report and (iii) 61,823 shares of common stock underlying
warrants held by Dr. Ianchulev directly that are exercisable within
60 days of July 2, 2024.
It also includes (i) 6,000 shares of common stock held by The
Meliora Trust and (ii) 606,667 shares of common stock held by
Private Medical Equity, Inc. Dr. Ianchulev is a trustee and
beneficiary of The Meliora Trust and therefore may be deemed to
have beneficial ownership of the shares of common stock held by The
Meliora Trust. Dr. Ianchulev is one of the two principal
shareholders of Private Medical Equity, Inc. and therefore may be
deemed to have beneficial ownership of the shares of common stock
held by Private Medical Equity, Inc.
A full-text copy of Dr. Ianchulev's SEC Report is available at:
https://tinyurl.com/zen7ek4v
About Eyenovia
New York, N.Y.-based Eyenovia, Inc. is an ophthalmic technology
company commercializing Mydcombi (tropicamide and phenylephrine HCL
ophthalmic spray) for inducing mydriasis for routine diagnostic
procedures and in conditions where short term pupil dilation is
desired, preparing for the commercialization of clobetasol
propionate ophthalmic suspension 0.05% ("clobetasol propionate"),
for the treatment of post-operative inflammation and pain following
ocular surgery, and developing the Optejet delivery system both for
use in combination with its own drug-device therapeutic programs
and for out-licensing for use in combination with therapeutics for
additional indications. The Company's aim is to improve the
delivery of topical ophthalmic medication through the ergonomic
design of the Optejet which facilitates ease-of-use and delivery of
a more physiologically appropriate medication volume, with the goal
to reduce side effects and improve tolerability and introduce
digital health technology to improve therapy compliance and
ultimately medical outcomes.
As of March 31, 2024, the Company had $26.2 million in total
assets, $24.4 million in total liabilities, and $1.8 million in
total stockholders' equity.
New York, N.Y.-based Marcum LLP, the Company's auditor since 2017,
issued a "going concern" qualification in its report dated March
18, 2024, citing that the Company has incurred significant losses
and needs to raise additional funds to meet its obligations and
sustain its operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
EYM PIZZA: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------
Six affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
EYM Pizza, L.P. 24-41669
4925 N OConnor Blvd
Ste 200
Irving TX 75062
EYM Pizza of Illinois, LLC 24-41671
4925 N OConnor Blvd
Ste 200
Irving TX 75062
EYM Pizza of Indiana, LLC 24-41672
4925 N OConnor Blvd
Ste 200
Irving TX 75062
EYM Pizza of Georgia, LLC 24-41673
4925 N OConnor Blvd
Ste 200
Irving TX 75062
EYM Pizza of SC, LLC 24-41674
4925 N OConnor Blvd
Ste 200
Irving TX 75062
EYM Pizza of Wisconsin, LLC 24-41675
4925 N OConnor Blvd
Ste 200
Irving TX 75062
Business Description: The Debtors are franchisees of the Pizza Hut
restaurant chain.
Chapter 11 Petition Date: July 22, 2024
Court: United States Bankruptcy Court
Eastern District of Texas
Debtors' Counsel: Howard Marc Spector, Esq.
SPECTOR & COX, PLLC
12770 Coit Rd
Suite 850
Dallas TX 75206
Tel: (214) 365-5377
Email: hms7@cornell.edu
EYM Pizza, L.P.'s
Estimated Assets: Not Indicated
EYM Pizza, L.P.'s
Estimated Liabilities: Not Indicated
EYM Pizza of Illinois'
Estimated Assets: $0 to $50,000
EYM Pizza of Illinois'
Estimated Liabilities: $1 million to $10 million
EYM Pizza of Georgia's
Estimated Assets: $0 to $50,000
EYM Pizza of Georgia's
Estimated Liabilities: $10 million to $50 million
EYM Pizza of SC's
Estimated Assets: $0 to $50,000
EYM Pizza of SC's
Estimated Liabilities: $100,000 to $500,000
EYM Pizza of Wisconsin's
Estimated Assets: $0 to $50,000
EYM Pizza of Wisconsin's
Estimated Liabilities: $1 million to $10 million
The petitions were signed by Eduardo E. Diaz, president, EYM Group
Inc. as GP.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/KL5CYAI/EYM_PIZZA_LP__txebke-24-41669__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/KRIKTAQ/EYM_PIZZA_OF_ILLINOIS_LLC__txebke-24-41671__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/MOEDWHI/EYM_PIZZA_OF_INDIANA_LLC__txebke-24-41672__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/MWR2RRA/EYM_PIZZA_OF_GEORGIA_LLC__txebke-24-41673__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/M56Y5WQ/EYM_PIZZA_OF_SC_LLC__txebke-24-41674__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/NE5NXKQ/EYM_PIZZA_OF_WISCONSIN_LLC__txebke-24-41675__0001.0.pdf?mcid=tGE4TAMA
List of EYM PIZZA, L.P.'s Two Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Manufacturers Bank UCC $21,693,333
100 South State
College Blvd.
Brea, CA 92821
2. Pizza Hut, LLC Franchisor $2,247,730
7100 Corporate Drive
Plano, Texas 75024
FOCUS UNIVERSAL: Inks Lease With Veena for California Warehouse
---------------------------------------------------------------
Focus Universal Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that on May 7, 2024, the
Company entered into an agreement with Silver Music LLC to sell and
leaseback the Company's warehouse located at 2311 E. Locust Street,
Ontario, California 91761.
The purchase price for the Property is $7,460,000 with
$2,611,087.50 paid directly to the Company in cash, and the
remaining $4,849,162.50 to be financed by the Buyer and paid to the
Company upon approval of the financing. The Agreement allowed for a
contingency period of thirty-five days and includes a requirement
for Buyer to deposit $100,000 into escrow, which has been
satisfied. Additional contingencies are set forth in the Agreement
and the closing date will occur 30 days after their satisfaction or
waiver.
In addition, on July 8, 2024, the Company entered into a Standard
Industrial/Commercial Single-Tenant Lease with the Veena Asset
Management, LLC to lease the Property for one year commencing at
the close of escrow and ending on July 31, 2025. Base monthly rent
is $16,804, with a total of $58,812 due upon execution of the
lease.
About Focus Universal
Focus Universal Inc. (NASDAQ: FCUV) is a provider of patented
hardware and software design technologies for Internet of Things
(IoT) and 5G. The Company has developed five proprietary platform
technologies that it believes solve the most fundamental problems
plaguing the internet of things ("IoT") industry by: (1) increasing
the overall degree of chip integration capabilities by shifting
integration from the component level directly to the device level;
(2) creating a faster 5G cellular technology by using
ultra-narrowband technology; (3) leveraging ultra-narrowband power
line communication ("PLC") technology; (4) developing a natural
integrated programming language ("NIPL") applied to software
development, which generates a user interface through machine auto
generation technology; and (5) developing a universal smart
instrumentation platform ("USIP").
The Company had a net loss of $4,718,142 and $4,926,937 for the
years ended December 31, 2023 and 2022, respectively. As of March
31, 2024, the Company had $4,965,198 in total assets, $2,604,253 in
total liabilities, and $2,360,945 in total stockholders' equity.
Los Angeles, Calif.-based Weinberg & Company, P.A., the Company's
auditor since 2023, issued a "going concern" qualification in its
report dated April 1, 2024, citing that the Company has suffered
recurring losses from operations and has experienced negative cash
flows from operating activities that raise substantial doubt about
its ability to continue as a going concern.
FOUNTAIN VU: Continued Operations to Fund Plan Payments
-------------------------------------------------------
Fountain Vu, LLC, filed with the U.S. Bankruptcy Court for the
Middle District of Florida a Disclosure Statement describing Plan
of Reorganization dated July 8, 2024.
The Debtor is a Florida limited liability company formed pursuant
to the Florida Limited Liability Company Act on or around October
16, 2017. The Debtor's principal place of business is located at
728 Hardman Drive, Orlando, Florida, 32806, which is owned by
Katherine Kinchla.
Katherine Kinchla is currently the Debtor's sole manager and owns
and holds an 82% membership interest in the Debtor. Katherine
Kinchla received her interest in the Debtor from her former spouse,
Mark L. Kinchla, through an equitable distribution in a state-court
Final Judgment of Dissolution of Marriage rendered on July 22,
2022. Mark L. Kinchla previously operated and managed the Debtor.
The Debtor's main asset consists of real property located at 335,
341, 347, 353, and 359 E. Ridgewood Street, Orlando, Florida, 32801
(the "Property").
The Property is the subject of certain litigation styled Grain
Holdings Corp. v. Fountain Vu, LLC, et al., Case No. 2023-CA
11439-O, pending in the Circuit Court of the Ninth Judicial
Circuit, in and for Orange County, Florida (the "State Court
Litigation"). The Debtor has valuable assets, but in light of the
pending State Court Litigation and the Executory Contract that
apparently was allegedly signed by the Debtor's prior manager and
operator, the Debtor filed this case to reorganize its financial
affairs and to maximize the value of the bankruptcy estate.
In summary, the Plan contemplates the emergence of a Reorganized
Debtor through the continued operation of the business. All Claims
against the Reorganized Debtor shall be classified and treated
pursuant to the terms of the Plan. The Plan Provides for 2 separate
classes of secured claims, 1 class of general unsecured claims, and
1 class of interests. This Plan also provides for the payment of
administrative and priority claims. Overall, the Plan provides that
holders of Allowed Administrative Claims will be paid in full on
the Effective Date.
Class 3 consists of the Allowed General Unsecured Claims against
the Debtor. This Class is Impaired. Fountain Vu does not believe it
has any legitimate allowed unsecured claims; however, in an
abundance of caution, Fountain Vu will pay the holders of Class 3
Claims the maximum sum of $10,000.00 (the "Unsecured Pot"). Each
holder of an Allowed Unsecured Claim will be paid a Pro Rata share
of the Unsecured Pot if not paid in full. The Unsecured Pot
payments shall be $833.33 per month. Payments will be made over 12
months and shall commence on the first day after a final order
determining all remaining Disputed Claims. Payments shall continue
until the earlier of Unsecured Pot being paid or 100% of all
allowed Class 3 Claims are paid in full.
Class 4 consists of any and all membership interests and warrants
currently issued or authorized in the Debtor. This Class is
Impaired. Class 4 shall receive no distribution on account of its
equity interests. All currently issue and outstanding Equity
Interests in the Debtor shall be extinguished on the Effective Date
and new Equity Interests in the Reorganized Debtor shall be
re-vested in Katherine H. Kinchla and Gisela Capital Fund, LLC in
the same percentages that existed prepetition.
The Debtor shall continue to exist as the Reorganized Debtor, doing
business under the name Fountain Vu, LLC.
The Plan contemplates that the Reorganized Debtor will continue to
operate the Debtor's business. The Reorganized Debtor believes the
cash flow generated from the continued operation of the Debtor's
business will be sufficient to meet the operating needs and Plan
Payments.
A full-text copy of the Disclosure Statement dated July 8, 2024 is
available at https://urlcurt.com/u?l=ue3fRk from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Jeffrey S. Ainsworth, Esq.
Jacob D. Flentke, Esq.
BransonLaw, PLLC
1501 E. Concord St.
Orlando, FL 32803
Telephone: (407) 894-6834
Facsimile: (407) 894-8559
Email: jeff@bransonlaw.com
jacob@bransonlaw.com
About Fountain Vu
Fountain Vu, LLC, is a Florida limited liability company formed
pursuant to the Florida Limited Liability Company Act on or around
October 16, 2017.
The Debtor filed Chapter 11 petition (Bankr. M.D. Fla. Case No.
24-01426) on March 25, 2024, with as much as $50,000 in both assets
and liabilities.
Judge Tiffany P. Geyer oversees the case.
Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC, is the Debtor's
legal counsel.
FRANCHISE GROUP: Saratoga Marks $2.9MM Loan at 24% Off
------------------------------------------------------
Saratoga Investment Corp has marked its $2,970,000 loan extended to
Franchise Group, Inc to market at $2,264,625 or 76% of the
outstanding amount, according to a disclosure contained in
Saratoga's Amended Form 10-Q for the Quarterly period ended May 31,
2024, filed with the Securities and Exchange Commission.
Saratoga is a participant in a Term Loan B to Franchise Group, Inc.
The Loan accrues interest at a rate of 10.34% (3M USD SOFR+ 4.75%,
0.75% Floor) per annum. The loan matures on March 10, 2026.
Saratoga is a non-diversified closed end management investment
company incorporated in Maryland that has elected to be treated and
is regulated as a business development company under the Investment
Company Act of 1940, as amended. The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial
public offering on March 28, 2007. The Company has elected, and
intends to qualify annually, to be treated for U.S. federal income
tax purposes as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended.
Saratoga is led by Christian L. Oberbeck, Founder, Chief Executive
Officer; and Henri J. Steenkamp, Chief Financial Officer and Chief
Compliance Officer. The Fund can be reach through:
Christian L. Oberbeck
Saratoga Investment Corp
535 Madison Avenue
New York, New York 10022
Tel. No.: (212) 906-7800
Franchise Group, Inc., through its subsidiaries, operates
franchised and franchisable businesses including The Vitamin
Shoppe, Pet Supplies Plus, LLC, Badcock Home Furniture & More,
American Freight, Buddy’s Home Furnishings and Sylvan Learning
Systems, Inc.
FRANCHISE GROUP: Saratoga Marks $799,104 Loan at 22% Off
--------------------------------------------------------
Saratoga Investment Corp has marked its $799,104 loan extended to
Franchise Group, Inc to market at $623,3017 or 78% of the
outstanding amount, according to a disclosure contained in
Saratoga's Amended Form 10-Q for the Quarterly period ended May 31,
2024, filed with the Securities and Exchange Commission.
Saratoga is a participant in a First Out Term Loan to Franchise
Group, Inc. The Loan accrues interest at a rate of 10.36% (6M USD
SOFR+ 4.75%, 0.75% Floor) per annum. The loan matures on March 10,
2026.
Saratoga is a non-diversified closed end management investment
company incorporated in Maryland that has elected to be treated and
is regulated as a business development company under the Investment
Company Act of 1940, as amended. The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial
public offering on March 28, 2007. The Company has elected, and
intends to qualify annually, to be treated for U.S. federal income
tax purposes as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended.
Saratoga is led by Christian L. Oberbeck, Founder, Chief Executive
Officer; and Henri J. Steenkamp, Chief Financial Officer and Chief
Compliance Officer. The Fund can be reach through:
Christian L. Oberbeck
Saratoga Investment Corp
535 Madison Avenue
New York, New York 10022
Tel. No.: (212) 906-7800
Franchise Group, Inc., through its subsidiaries, operates
franchised and franchisable businesses including The Vitamin
Shoppe, Pet Supplies Plus, LLC, Badcock Home Furniture & More,
American Freight, Buddy's Home Furnishings and Sylvan Learning
Systems, Inc.
GAMEHENDGE INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Gamehendge, Inc
d/b/a Mellow Mushroom
5660 Old Shell Road
Mobile, AL 36608
Business Description: The Debtor operates a restaurant that offers
stone-baked pizzas and unique local beers.
Chapter 11 Petition Date: July 22, 2024
Court: United States Bankruptcy Court
Southern District of Alabama
Case No.: 24-11792
Debtor's Counsel: Barry A Friedman, Esq.
BARRY A FRIEDMAN & ASSOCIATES, PC
Post Office Box 2394
Mobile, AL 36652-6652
Tel: 251-439-7400
Fax: 251-432-2665
Email: bky@bafmobile.com
Total Assets: $126,572
Total Liabilities: $1,030,906
The petition was signed by Kay D Nunnery as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/OZWY3AI/Gamehendge_Inc__alsbke-24-11792__0001.0.pdf?mcid=tGE4TAMA
GFH LTD: Seeks to Hire Ludlum & Mannen, CPA's PC as Accountant
--------------------------------------------------------------
GFH, Ltd. and its affiliates seek approval from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Ludlum & Mannen,
CPA's, PC as their accountant.
The firm will render these services:
a. compile the 2023 financial statements, (balance sheets and
income statements tax basis);
b. prepare 2023 tax returns for entities named above including
Charles and Heather Hauboldt;
c. provide any reports or special accounting projects or
consulting as requested by the Chief Restructuring Officer;
d. compile the 2024 financial statements, (balance sheets and
income statements tax basis);
e. prepare 2024 tax returns for entities named above including
Charles and Heather Hauboldt;
f. update and maintain QuickBooks and other accounting
software and systems for the Individual and Corporate Debtors;
g. prepare and file a Tax Return for the Estate of the
Individual Debtors, so that Estate will experience the federal
income tax ramifications; and
h. provide any other related accounting service as necessary.
The firm will continue to charge the 2024 monthly fee for financial
statements and tax services, as follows:
Grace Funeral Home, Inc. $960
GFH LTD $339
Charles and Heather Hauboldt $229
Crossroads Mortuary Services, Inc. $500
Hauwin Enterprises, Inc. $790
Any additional services, such as data entry of checks and deposits,
reconciling, or special requests or accounting projects requested
by the Chief Restructuring Officer, whether related to 2023 or
2024, will be billed at our hourly rate of $195.
Ludlum & Mannen, CPA's, PC is "disinterested" within the meaning of
Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Jayna Mannen, CPA
Ludlum & Mannen, CPA's, PC
PO Box 69
Fletcher, OK 73541
Telephone: (888) 447-0626
Facsimile: (888) 441-0626
Email: accounting@fdrinc.net
About GFH Ltd.
GFH Ltd., a provider of death care services in Victoria, Texas, and
its affiliates filed their voluntary petitions under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. S.D. Tex. Case No.
24-60025) on May 31, 2024. In the petition signed by Heather
Hauboldt, manager, GFH disclosed up to $10 million in both assets
and liabilities.
Judge Christopher M. Lopez handles the cases.
Pendergraft & Simon, LLP serves as the Debtors' counsel.
GLOBAL TELLINK: S&P Places 'B' ICR on CreditWatch Negative
----------------------------------------------------------
S&P Global Ratings placed all ratings on inmate calling services
provider, Global Tel*Link Corp. (d/b/a ViaPath), including its 'B'
issuer credit rating, on CreditWatch with negative implications.
The CreditWatch placement reflects S&P's view that it could lower
its ratings on ViaPath following a more comprehensive update to its
financial projections, which will include discussions with
management in the coming weeks.
On July 18, 2024, the U.S. Federal Communications Commission (FCC)
voted to approve new rules that significantly lower existing
per-minute phone rate caps and establish new initial interim
per-minute rate caps for video communication services (including
video conferencing and video visitation).
The new rules also limit costs associated with safety and security
measures that can be recovered in per-minute rates and prohibit
separate ancillary charges such as deposit fees on inmates.
S&P said, "We expect the new rules will result in lower earnings
than we previously expected in 2025 and beyond). Under the new
ruling, call rates will be lowered significantly to $0.06 per
minute for prisons and large jails (versus $0.14 and $0.16 current
caps, respectively), $0.07 for medium jails (vs $0.21 current cap),
$0.09 for small jails (versus $0.21 current cap), and $0.12 for
very small jails (versus $0.21 current cap). The new ruling also
establishes interim rate caps for video calls with the lowest being
$0.11 per minute for large jails (with a requirement that
per-minute rates be offered). Additionally, the new ruling limits
the costs associated with safety and security measures that can be
recovered in the per-minute incarcerated peoples communications
services (IPCS) rates, effectively shifting the cost of providing
these services to the agencies themselves (i.e., prisons and
jails). The non-essential nature of these safety and security
services (i.e., not mandated by law) increases downside risk
associated with the potential impact to revenue and cash flow
generation from the new ruling as agencies have more negotiating
leverage than inmates and their families. The prohibition of
deposit fees also eliminates a high-margin revenue stream for
Viapath.
"While we recognize that the elimination of in-kind IPCS site
commissions and fees will have a positive impact on profit margins
and cash flow, we believe it will be insufficient to fully offset
the negative impact to revenue, profitability, and cash flows from
the lower rates and other changes. Therefore, we believe that the
company's cash flow generation will be impaired such that FOCF to
debt could fall and remain below 5% because of these new rate caps,
which would cause us to lower the rating by at least one notch. We
are also monitoring the company's ability and progress in
refinancing its $40 million revolver (due August 2025) as well as
its $891 million term loan (due November 2025).
"We expect to resolve the CreditWatch placement in the coming weeks
following a more comprehensive review of the potential impact of
the new ruling on the company's business and financial prospects.
Our assessment will focus on the impact to ViaPath's cash flow
prospects from the lower rates and will include discussions with
management on their strategy to mitigate lower rates.
"We could lower our ratings by one notch if we believe the
company's cash flow prospects have weakened such that we expect
FOCF to debt to remain below 5% on a sustained basis.
"We could lower our ratings by multiple notches if the company is
not able to refinance its capital structure before its revolver
becomes current in August.
"We could also lower the ratings by more than one notch if we
believe the company will be unable to refinance its debt at rates
that it can afford, rendering the capital structure
unsustainable."
GOLDEN RULE: Case Summary & Six Unsecured Creditors
---------------------------------------------------
Debtor: Golden Rule Resources LLC
126 Benita
San Antonio, TX 78210
Business Description: The Debtor is primarily engaged in renting
and leasing real estate properties. The
Debtor is the fee owner of five properties
located in San Antonio, TX valued at $1.13
million in the aggregate.
Chapter 11 Petition Date: July 21, 2024
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 24-51355
Judge: Hon. Craig A Gargotta
Debtor's Counsel: Morris E. "Trey" White, III, Esq.
VILLA & WHITE LLP
100 NE Loop 410 Suite 615
San Antonio TX 78216
Tel: (210) 225-4500
Email: treywhite@villawhite.com
Total Assets: $1,300,894
Total Liabilities: $1,263,618
The petition was signed by Carmen Hall as member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's six unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/ZIYRHNA/Golden_Rule_Resources_LLC__txwbke-24-51355__0001.0.pdf?mcid=tGE4TAMA
GOLDEN WEST: Saratoga Marks $1.8MM Loan at 17% Off
--------------------------------------------------
Saratoga Investment Corp has marked its $1,850,000 loan extended to
Golden West Packaging Group LLC to market at $1,535,500 or 83% of
the outstanding amount, according to a disclosure contained in
Saratoga's Amended Form 10-Q for the Quarterly period ended May 31,
2024, filed with the Securities and Exchange Commission.
Saratoga is a participant in a Term Loan to Golden West Packaging
Group LLC. The Loan accrues interest at a rate of 10.68% (1M USD
SOFR+ 5.25%, 0.75% Floor) per annum. The loan matures on December
1, 2027.
Saratoga is a non-diversified closed end management investment
company incorporated in Maryland that has elected to be treated and
is regulated as a business development company under the Investment
Company Act of 1940, as amended. The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial
public offering on March 28, 2007. The Company has elected, and
intends to qualify annually, to be treated for U.S. federal income
tax purposes as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended.
Saratoga is led by Christian L. Oberbeck, Founder, Chief Executive
Officer; and Henri J. Steenkamp, Chief Financial Officer and Chief
Compliance Officer. The Fund can be reach through:
Christian L. Oberbeck
Saratoga Investment Corp
535 Madison Avenue
New York, New York 10022
Tel. No.: 212) 906-7800
City of Industry, California,- based Golden West Packaging Group
LLC is an independent converter of corrugated packaging, serving
various end-markets. The company has been formed by private equity
firm Lindsay Goldberg in 2017 through the combination of four
packaging companies and their captive sheet feeder.
GOOD NATURED: Files CCAA Protection to Commence Sale
----------------------------------------------------
Good Natured Products Inc. and its subsidiaries ("Company") were
granted an initial order ("Initial Order") to commence proceedings
("CCAA Proceedings") under the Companies' Creditors Arrangement
Act, as amended ("CCAA"). Pursuant to the Initial Order, Alvarez &
Marsal Canada Inc. was appointed as monitor ("Monitor") in the CCAA
Proceedings.
On July 11, 2024, the Court issued the debtor-in-possession order
and sale and investment solicitation process order which, among
other things, extended the Stay Period until and including Oct. 25,
2024. The Initial Order granted a stay of proceedings was
originally on July 8, 2024.
Capital West Partners is hereby appointed as sales agent of the
Companies to implement and carry out duties under the SISP.
The purpose of the SISP is to solicit interest in one or more or
any combination of (1) a restructuring, recapitalization or other
form of reorganization of the business and affairs of one or more
ofthe Petitioners as a going concern, or (2) a sale of all,
substantially all or one or more components of the Petitioners'
assets ("Property") and/or business operations of the Petitioners
(the "Business") as a going concern or otherwise.
Wells Fargo Capital Finance Corporation Canada ("Lender") has
agreed to provide certain interim financing to the Companies during
the Insolvency Proceedings, as approved or to be approved by the
Insolvency Courts.
A copy of the Initial Order as well as the other materials filed in
these CCAA proceedings may be obtained at
https://www.alvarezandmarsal.com/goodnatured.
If you have any questions regarding the foregoing or require
further information, please consult the Monitor's website at
https://www.alvarezandmarsal.com/goodnatured. Should you wish to
speak to a representative of the Monitor, please email
goodnatured@alvarezandmarsal.com.
Monitor can be reached at:
Alvarez & Marsal Canada Inc.
Cathedral Place Building
925 West Georgia Street, Suite 902
Vancouver, BC V6C 3L2
Anthony Tillman
Tel: 604-639-0849
Email: atillman@alvarezandmarsal.com
Pinky Law
Tel: 604-638-7446
Email: pinky.law@alvarezandmarsal.com
Counsel for the Monitor:
Mccarthy Tetrault LLP
745 Thurlow Street, Suite 2400
Vancouver, BC V6E 0C5
Lance Williams
Tel: 604-643-7154
Email: lwilliams@mccarthy.ca
Ashley Bowron
Tel: 604-643-7973
Email: abowron@mccarthy.ca
US counsel for the Companies:
Akerman LLP
1251 Avenue of the Americas, 37th Floor
New York, NY 10020
Mark Lichtenstein
Tel: 212-259-8707
Email: mark.lichtenstein@akerman.com
Adam Swick
Tel: 737-999-7103
Email: adam.swick@akerman.com
Counsel for Wells Fargo Capital Finance Corporation Canada:
Norton Rose Fulbright Canada LLP
510 West Georgia Street, Suite 1800
Vancouver, BC V6B 0M3
Kieran Siddall
Tel: 604-641-4868
Email: kieran.siddall@nortonrosefulbright.com
David Amato
Tel: 416-216-1861
Email: david.amato@nortonrosefulbright.com
Candace Formosa
Tel: 604-641-4870
Email: candace.formosa@nortonrosefulbright.com
Jennifer Stam
Tel: 416-202-6707
Email: jennifer.stam@nortonrosefulbright.com
Goldberg Kohn
55 E Monroe Street, Suite 3300
Chicago, IL 60603
Dimitri Karcazes
Tel: 312-201-3976
Email: Dimitri.Karcazes@goldbergkohn.com
Financial Advisor to Wells Fargo:
Ernst & Young
100 Adelaide Street West, P.O. Box 1
Toronto, ON M5H 0B3
John F. Barrett
Tel: 416-943-2638
Email: John.F.Barrett@parthenon.ey.com
Philippe Mendelson
Tel: 604-891-8491
Email: Philippe.mendelson@parthenon.ey.com
Good Natured Products Inc. -- https://goodnaturedproducts.com/ --
develops, produces, and distributes plastic container and packaging
products.
GOTO GROUP: Saratoga Marks $1.7MM Loan at 39% Off
-------------------------------------------------
Saratoga Investment Corp has marked its $1,732,808 loan extended to
GOTO Group, Inc to market at $1,054,847 or 61% of the outstanding
amount, according to a disclosure contained in Saratoga's Amended
Form 10-Q for the Quarterly period ended May 31, 2024, filed with
the Securities and Exchange Commission.
Saratoga is a participant in a Second Out Term Loan to GOTO Group,
Inc. The Loan accrues interest at a rate of 10.17% (1M USD SOFR+
4.75%) per annum. The loan matures on April 30, 2028.
Saratoga is a non-diversified closed end management investment
company incorporated in Maryland that has elected to be treated and
is regulated as a business development company under the Investment
Company Act of 1940, as amended. The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial
public offering on March 28, 2007. The Company has elected, and
intends to qualify annually, to be treated for U.S. federal income
tax purposes as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended.
Saratoga is led by Christian L. Oberbeck, Founder, Chief Executive
Officer; and Henri J. Steenkamp, Chief Financial Officer and Chief
Compliance Officer. The Fund can be reach through:
Christian L. Oberbeck
Saratoga Investment Corp
535 Madison Avenue
New York, New York 10022
Tel. No.: (212) 906-7800
GoTo, formerly LogMeIn Inc., is a flexible-work provider of
software as a service and cloud-based remote work tools for
collaboration and IT management.
GRUBHUB HOLDINGS: Moody's Affirms 'B3' CFR, Outlook Remains Stable
------------------------------------------------------------------
Moody's Ratings affirmed Grubhub Holdings Inc.'s ratings, including
its B3 Corporate Family Rating, the B3-PD Probability of Default
rating and the B3 senior unsecured notes rating. The outlook
remains stable.
The affirmation of B3 CFR with a stable outlook reflects Moody's
expectation that Grubhub's earnings will stabilize and liquidity
will remain adequate though declining transaction volume and
revenue trends will persist over the next 12-18 months. Moody's
expect that Grubhub will reduce its cash burn closer to break-even
on the back of the cost actions already taken, lower marketing
spend and improved efficiency of the company's delivery network.
RATINGS RATIONALE
Grubhub's B3 CFR continues to reflect its declining revenue and
transaction volume trends following the rapid growth during the
pandemic, weak profitability, heightened regulatory scrutiny of the
online food delivery industry and high business uncertainty. The
ongoing review by the company's parent Just Eat Takeaway.com N.V.
(JET) of its investment in Grubhub increases uncertainty about
Grubhub's long-term capital structure, its standalone financial
policy, including levels at which cash balances will stabilize, and
potential financial support from the parent. Grubhub operates in an
intensely competitive online food ordering and delivery industry
with low switching costs for diners and restaurants alike.
Grubhub's credit profile benefits from its good operating scale and
strong market positions in certain large urban markets, including
Manhattan. Grubhub's recently extended 5-year partnership with
Amazon likely accelerate customer acquisition and allow Grubhub to
reduce advertising and marketing spending as it focuses on
improving profitability.
Moody's expect Grubhub to have adequate liquidity over the next
12-18 months. The company generates sufficient cash flows from
operations to meet its basic contractual obligations ($28 million
in annual interest and capex in the $15-$20 million range). It also
benefits from the liquidity support provided by its parent company,
JET, which has EUR1.7 billion of cash as of December 31, 2023. JET
also maintains a EUR400 million revolving credit facility maturing
in March 2026. Grubhub does not have its own revolving credit
line.
Grubhub had $91 million of cash at quarter ended March 2024, which
provided limited cushion relative to its restaurant liability
obligations (payments due to restaurants), that Moody's estimate
exceeded its cash position. This credit risk is largely mitigated
by the parent's track record of contributing sufficient liquidity
to fund cash flow deficits. JET contributed $266 million and $35
million of capital to Grubhub in 2022 and 2023, respectively.
Grubhub reported $54 million receivables due from parent on its
balance sheet as of March 31, 2024.
The B3 rating on the senior unsecured notes reflects the
probability of default of the company, as reflected in the B3-PD
probability of default rating and an average expected family
recovery rate of 50% at default.
Grubhub's CIS-4 ESG score primarily reflects the company's
aggressive financial policy and the uncertainty related to its
long-term capital structure. The adoption of on-demand food
ordering continues to grow though it is counterbalanced by
regulatory uncertainties and potential for reputational harm from
its reliance on independent contractors. Carbon transition is a
risk as Grubhub provides on-demand delivery services primarily
through fossil-fuel powered vehicles that are owned by third
parties.
The stable outlook reflects Moody's expectation for steadily
improving EBITDA, moderating revenue declines, at least breakeven
free cash flow and the maintenance of adequate liquidity over the
next 12 -18 months. Moody's expected debt to EBITDA (Moody's
adjusted) to improve to around 6x by the end of 2025.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Given Grubhub's declining revenue trends and business uncertainty,
an upgrade is unlikely in the next 12 to 18 months. Moody's could
upgrade Grubhub's rating over time if the company meaningfully
improves its liquidity and a sustained turnaround in adjusted
EBITDA leads to free cash flow in the high single digits of total
adjusted debt.
The rating could be downgraded if liquidity weakens, anticipated
profitability and cash flow improvements are not realized or the
pace of revenue declines fails to moderate. In addition, evidence
of lack of support from Just Eat Takeaway.com N.V. to Grubhub could
pressure Grubhub's credit profile.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Grubhub Holdings Inc. is a provider of online and mobile platform
for restaurant pick-up and delivery orders and offers delivery
services to restaurants.
HAIMIL REALTY: Seeks to Hire Jacobs P.C. as Legal Counsel
---------------------------------------------------------
Haimil Realty Corp. seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to hire Jacobs, P.C. as its
attorneys.
The firm will render these services:
a. assist the Debtor in administering this case;
b. making such motions or taking such action as may be
appropriate or necessary under the Bankruptcy Code;
c. represent the Debtor in prosecuting adversary proceedings
to collect assets of the estate and such other actions as the
Debtor deems appropriate;
d. take such steps as may be necessary for the Debtor to
marshal and protect the estate's assets;
e. negotiate with the Debtor's creditors in formulating a plan
of reorganization for the Debtor in this case;
f. draft and prosecute the confirmation of the Debtor's plan
of reorganization in this case; and
g. render such necessary and appropriate additional services
as are required in this case.
The firm will be paid at these rates:
Partners $1,000 per hour
Counsel $865 to $1,200 per hour
Associates $575 to $715 per hour
Clerks $125 to $300 per hour
The firm will received a retainer in the amount of $27,500.
Wayne Greenwald, Esq., a partner at Jacobs P.C., disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Wayne Greenwald, Esq.
Jacobs P.C.
595 Madison Avenue, 39th Floor
New York, NY 10022
Tel: (212) 229-0476
Email: leo@jacobspc.com
About Haimil Realty Corp.
Haimil Realty Corp. is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
Haimil Realty Corp. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-11036) on June 11,
2024. In the petition filed by Menachem Haimovich, as president,
the Debtor reports estimated assets and liabilities between $1
million and $10 million each.
Honorable Bankruptcy Judge Lisa G. Beckerman oversees the case.
The Debtor is represented by Wayne M. Greenwald, Esq. at JACOBS
P.C.
I10/I20 CUISINE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: I10/i20 Cuisine LLC
5475 West Loop South
Houston TX 77081
Business Description: The Debtor owns a restaurant business.
Chapter 11 Petition Date: July 18, 2024
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 24-42482
Debtor's Counsel: Richard Grant, Esq.
CULHANE, PLLC
13101 Preston Road, Suite 110-1510
Dallas TX 75240
Tel: 214-210-2929
Email: rgrant@cm.law
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Mike Pruitt 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/3EG3BXI/I10i20_Cuisine_LLC__txnbke-24-42482__0001.0.pdf?mcid=tGE4TAMA
IDERA INC: Moody's Affirms 'B3' CFR, Outlook Remains Stable
-----------------------------------------------------------
Moody's Ratings affirmed Idera, Inc.'s ratings including its B3
Corporate Family Rating, B3-PD Probability of Default Rating, the
B2 rating on its first lien debt facilities, including the first
lien revolver and term loan, and the Caa2 rating on its second lien
debt. The outlook remains stable.
RATINGS RATIONALE
Idera's B3 CFR reflects risks associated with the company's
relatively narrow market focus, acquisitive growth strategy, and
aggressive financial policies, which lead to recurring increases to
leverage. Idera's adjusted leverage was under 7x as of LTM December
31, 2023. While the company has the ability to de-lever through
growth in EBITDA, the profile considers the potential for
additional acquisitions and shareholder distributions which could
result in leverage remaining at elevated levels.
Risks associated with Idera's aggressive financial policies are
partially offset by the largely recurring revenue base, attractive
operating margins and strong cash generating capability. Although
the company operates in relative narrow market niche, it has a
wide-ranging product suite within the niche. The broad solutions
help database and system administrators as well as other
application users and developers improve the availability and
performance of their IT systems. Idera's top-line stability is
supported by good client retention rates among a global,
diversified customer base and a solid competitive position within
the market for third party database diagnostic tools and
application monitoring and development products.
Idera has good liquidity supported by Moody's expectation for
annualized free cash flow of $50 million over the next 12-18 months
(excluding potential equity distributions), an undrawn $100 million
revolving credit facility and cash balances of approximately $47
million as of December 31, 2023.
The stable outlook reflects Moody's expectation for modest organic
revenue growth, leverage trending below 6.5x and healthy free cash
flow generation over the next 12-18 months in the absence of
shareholder distributions or material acquisitions. The ratings
and outlook accommodate a moderate level of debt funded
acquisitions and shareholder distributions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if Idera demonstrates a more conservative
financial strategy while continuing to grow revenues and EBITDA
organically such that leverage and FCF / debt would be sustained
below 6.5x and above 5%, respectively. Ratings could be downgraded
if Idera's revenue and EBITDA levels contract materially from
current levels or if leverage were to exceed 9x or the company were
to generate negative free cash flow on other than a temporary
basis.
Idera, Inc. based in Austin, TX, is a provider of database,
software development and testing software tools. Idera is owned by
funds affiliated with Partners Group, with minority shares held by
TA Associates and HGGC. Partners acquired its stake in February
2021. Idera generated revenues of about $495 million in the LTM
period ended December 31, 2023.
The principal methodology used in these ratings was Software
published in June 2022.
ISUN INC: Committee Hires Benesch Friedlander as Delaware Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors of iSun, Inc. and its
affiliates seeks approval from the U.S. Bankruptcy Court for the
District of Delaware to employ Benesch, Friedlander, Coplan &
Aronoff LLP as Delaware counsel.
The firm's services include:
a. in conjunction with Seward & Kissel, providing legal advice
where necessary with respect to the Committee's powers and duties
and strategic advice on how to accomplish the Committee's goals,
bearing in mind that the Court relies on Delaware counsel such as
Benesch to be involved in all aspects of the bankruptcy
proceedings;
b. drafting, reviewing and commenting on drafts of documents
to ensure compliance with local rules, practices, and procedures;
c. assisting and advising the Committee in its consultation
with Seward & Kissel and the U.S. Trustee relative to the
administration of these cases;
d. drafting, filing, and serving documents as requested by
Seward & Kissel and the Committee;
e. assisting the Committee and Seward & Kissel, as necessary,
in the investigation (including through discovery) of the acts,
conduct, assets, liabilities and financial condition of the
Debtors, the operation of the Debtors' businesses, and any other
matter relevant to these cases or to the formulation of a plan or
plans of reorganization or liquidation, or a sale of the Debtors'
assets;
f. compiling and coordinating delivery to the Court and the
U.S. Trustee information required by the Bankruptcy Code,
Bankruptcy Rules, Local Rules, and any applicable U.S. Trustee
guidelines and/or requests;
g. appearing in Court and at any meetings of creditors on
behalf of the Committee in its capacity as Delaware counsel with
Seward & Kissel;
h. monitoring the case docket and coordinating with Seward &
Kissel and any other professional retained by the Committee on
matters impacting the Committee;
i. participating in calls with the Committee;
j. preparing, updating and distributing critical dates
memoranda and working group lists;
k. handling inquiries and calls from creditors and counsel to
interested parties regarding pending matters and the general status
of these cases and coordinating with Seward & Kissel on any
necessary responses; and
l. providing additional support to Seward & Kissel, other
Committee professionals, and the Committee, as requested.
The firm will be paid at these rates:
Jennifer R. Hoover, Partner $870 per hour
Kevin M. Capuzzi, Partner $715 per hour
Steven L. Walsh, Associate $610 per hour
Juan Martinez, Associate $465 per hour
LouAnne Molinaro, Paralegal $390 per hour
Jennifer Hoover, Esq., a partner at Benesch, disclosed in a court
filing that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jennifer R. Hoover, Esq.
Kevin M. Capuzzi, Esq.
John C. Gentile, Esq.
Benesch, Friedlander, Coplan & Aronoff LLP
1313 North Market Street, Suite 1201
Wilmington, DE 19801
Telephone: (302) 442-7010
Facsimile: (302) 442-7012
Email: jhoover@beneschlaw.com
kcapuzzi@beneschlaw.com
jgentile@beneschlaw.com
About iSun, Inc.
iSun, Inc. (d/b/a iSun) is a provider of solar energy services and
infrastructure. The Debtor's services include solar, storage and
electric vehicle infrastructure, design, development and
professional services, engineering, procurement, installation, O&M
and storage.
iSun, Inc. and 11 of its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
24-11144) on June 3, 2024. In the petition signed by Jeff Peck as
president and CEO, iSun, Inc. disclosed $0 to $50,000 in assets and
liabilities.
Judge Thomas M. Horan oversees the cases.
Gellert Seitz Busenkell & Brown LLC represents the Debtors as
general reorganization counsel. England & Debtor represents the
Debtors as investment banker and advisor. EPIQ Corporate
Restructuring LLC serves as the Debtors' claims and noticing agent.
ISUN INC: Committee Tap Dundon Advisers as Financial Advisor
------------------------------------------------------------
The official committee of unsecured creditors of iSun, Inc. and its
affiliates seeks approval from the U.S. Bankruptcy Court for the
District of Delaware to employ Dundon Advisers LLC as its financial
advisor.
The firm will render these services:
a. assist in the analysis, review, and monitoring of the
restructuring and/or liquidation process;
b. develop a complete understanding of the Debtors' businesses
and their valuations;
c. determine whether there are viable alternative paths for
the disposition of the Debtors' assets from any currently or in the
future proposed by any Debtor;
e. monitor and, to the extent appropriate, assist the Debtors
in efforts to develop and solicit transactions that would support
unsecured creditor recovery;
f. assist the Committee to analyze, classify and address
claims against the Debtors and to participate effectively in any
effort in these Chapter 11 cases to estimate (in any formal or
informal sense) contingent, unliquidated, and disputed claims;
g. assist the Committee to identify, preserve, value, and
monetize tax assets of the Debtors, if any;
h. advise the Committee in negotiations with the Debtors,
certain of the Debtors' lenders, and third parties;
i. assist the Committee in reviewing the Debtors' current
financial reports;
j. assist the Committee in reviewing the Debtors' cost/benefit
analysis with respect to the assumption or rejection of various
executory contracts and leases;
k. review and provide analysis of the present and any
subsequent proposed debtor-in-possession financing or use of cash
collateral;
l. review and provide analysis of any proposed disclosure
statement and Chapter 11 plan and, if appropriate, assist the
Committee in developing an alternative Chapter 11 plan;
m. attend meetings and assist in discussions with the
Committee, the Debtors, the secured lenders, the U.S. Trustee and
other parties in interest and professionals;
n. present at meetings of the Committee, as well as meetings
with other key stakeholders and parties;
o. assist the Committee in evaluating and analyzing avoidance
actions;
p. assist the Committee in identifying, valuing, and pursuing
estate causes of action arising out of historical acts and
omissions;
q. perform such other advisory services for the Committee as
may be necessary or proper in these proceedings, subject to the
aforementioned scope; and
r. provide testimony on behalf of the Committee as and when
may be deemed appropriate.
Dundon Advisers will be paid at these rates:
Principal $890
Managing Director and Senior Adviser $790
Senior Director $700
Director $650
Associate Director $550
Senior Associate $475
Associate $350
From and after July 1, 2024
Principal $960
Managing Director and Senior Adviser $850
Senior Director $755
Director $700
Associate Director $590
Senior Associate $485
Associate $350
Dundon Advisers is a "disinterested person" as that term is defined
in Bankruptcy Code Section 101(14), according to court filings.
The firm can be reached through:
Matthew Dundon
Dundon Advisers, LLC
Ten Bank Street, Suite 1100
White Plains, New York 10606
Telephone: (914) 341-1188
Facsimile: (212) 202-4437
About iSun, Inc.
iSun, Inc. (d/b/a iSun) is a provider of solar energy services and
infrastructure. The Debtor's services include solar, storage and
electric vehicle infrastructure, design, development and
professional services, engineering, procurement, installation, O&M
and storage.
iSun, Inc. and 11 of its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
24-11144) on June 3, 2024. In the petition signed by Jeff Peck as
president and CEO, iSun, Inc. disclosed $0 to $50,000 in assets and
liabilities.
Judge Thomas M. Horan oversees the cases.
Gellert Seitz Busenkell & Brown LLC represents the Debtors as
general reorganization counsel. England & Debtor represents the
Debtors as investment banker and advisor. EPIQ Corporate
Restructuring LLC serves as the Debtors' claims and noticing agent.
ISUN INC: Committee Taps Seward & Kissel LLP as Legal Counsel
-------------------------------------------------------------
The official committee of unsecured creditors of iSun, Inc. and its
affiliates seeks approval from the U.S. Bankruptcy Court for the
District of Delaware to employ Seward & Kissel LLP as its counsel.
The firm's services include:
a. advising the Committee with respect to its rights, powers
and duties;
b. advising the Committee in its consultations with the
Debtors relative to the administration of the Chapter 11 Cases;
c. advising the Committee in analyzing the claims of the
Debtors' creditors and in negotiating with such creditors;
d. reviewing financial and operational information furnished
by the Debtors to the Committee;
e. investigating, and advising the Committee with respect
thereto, the acts, conduct, assets, liabilities, and financial
condition of the Debtors and/or insiders, the operation of the
Debtors' business and the desirability of the continuance of such
business, motions filed, assets of the estates and any other
matters relevant to the Chapter 11 Cases or to the formulation of a
plan and/or exit strategy;
f. advising the Committee with respect to the contemplated
marketing and sale of the Debtors' assets, and assisting,
participating, and attending any related auction and marketing or
sale process;
g. assisting the Committee in its analysis of, and
negotiations with, the Debtors or any third party concerning
matters related to, among other things, cash collateral usage and
financing to be obtained in the Chapter 11 Cases and the terms of
any plan of reorganization or liquidation of the Debtors;
h. conferring with the Debtors' management, counsel, and
financial advisor and any other retained professional;
i. conferring with the principals, counsel and advisors of the
Debtors' lenders and equity holders;
j. assisting and advising the Committee with respect to its
communications with the general creditor body regarding significant
matters in the Chapter 11 Cases;
k. representing the Committee at hearings and other
proceedings;
l. attending meetings of the Committee;
m. reviewing and analyzing applications, orders, statements of
operations, and schedules filed with the Court and advising the
Committee as to their propriety;
n. taking necessary actions to protect and preserve the
interests of the Committee;
o. appearing, as appropriate, before this Court and the
appellate courts, to protect the interests of the Committee before
those courts;
p. assisting the Committee in preparing and filing pleadings,
motions, applications, answers, orders, reports and papers as may
be necessary in furtherance of the Committee's interests and
objections; and
q. performing such other legal services as may be required and
are deemed to be in the interests of the Committee in accordance
with the Committee's powers and duties as set forth in the
Bankruptcy Code.
The hourly rates of the firm's counsel and staff are as follows:
Robert J. Gayda, Partner $1,475
Catherine V. LoTempio, Associate $1,075
Andrew J. Matott, Associate $1,025
John P. Patouhas, Associate $750
In addition, the firm will seek reimbursement for expenses
incurred.
Robert Gayda, Esq., a partner at Seward & Kissel, disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert J. Gayda, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004
Telephone: (212) 574-1200
Email: gayda@sewkis.com
About iSun, Inc.
iSun, Inc. (d/b/a iSun) is a provider of solar energy services and
infrastructure. The Debtor's services include solar, storage and
electric vehicle infrastructure, design, development and
professional services, engineering, procurement, installation, O&M
and storage.
iSun, Inc. and 11 of its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
24-11144) on June 3, 2024. In the petition signed by Jeff Peck as
president and CEO, iSun, Inc. disclosed $0 to $50,000 in assets and
liabilities.
Judge Thomas M. Horan oversees the cases.
Gellert Seitz Busenkell & Brown LLC represents the Debtors as
general reorganization counsel. England & Debtor represents the
Debtors as investment banker and advisor. EPIQ Corporate
Restructuring LLC serves as the Debtors' claims and noticing agent.
JAGUAR HEALTH: Adds Lucid Capital as Manager in Third ATM Amendment
-------------------------------------------------------------------
Jaguar Health, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that on July 17, 2024, the
Company entered into the "Third ATM Amendment" with Ladenburg
Thalmann & Co. Inc. and Lucid Capital Markets, LLC to that certain
At the Market Offering Agreement, dated December 10, 2021, between
the Company and Ladenburg.
Pursuant to the Third ATM Amendment, Lucid was added as a party and
Manager under the Agreement, effective beginning July 17, 2024, and
ending on September 30, 2024, unless extended by the parties to the
Agreement. If not amended or extended prior to September 30, 2024,
then after such date Ladenburg will be the sole Manager, and Lucid
will no longer be a Manager under the Agreement.
On the same date, the Company filed a supplement with the
Securities and Exchange Commission to the Company's prospectus
supplement dated May 23, 2024, and the accompanying prospectus,
dated May 1, 2024 relating to the Third ATM Amendment.
About Jaguar Health
Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial
stage pharmaceuticals company focused on developing novel,
sustainably derived gastrointestinal products on a global basis.
The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc.,
focuses on developing and commercializing proprietary human
gastrointestinal pharmaceuticals for the global marketplace from
plants used traditionally in rainforest areas. Its crofelemer drug
product candidate is the subject of the OnTarget study, a pivotal
Phase 3 clinical trial for prophylaxis of diarrhea in adult cancer
patients receiving targeted therapy. Jaguar is the majority
stockholder of Napo Therapeutics S.p.A., an Italian corporation
established by Jaguar in Milan, Italy, in 2021 that focuses on
expanding crofelemer access in Europe.
Jaguar Health reported net losses of $41.9 million and $48.4
million for the years ended December 31, 2023 and 2022,
respectively. As of March 31, 2024, the Company had $55.39 million
in total assets, $41.10 million in total liabilities, $2.48 million
in redeemable preferred stock, and $11.82 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.
JOONKO DIVERSITY: Unsecureds Will Get 100% in Liquidating Plan
--------------------------------------------------------------
Joonko Diversity Inc. filed with the U.S. Bankruptcy Court for the
District of Delaware a Disclosure Statement with respect to Plan of
Liquidation dated July 8, 2024.
The Debtor is a privately-held corporation that was incorporated
under the laws of the State of Delaware on July 6, 2016. The Debtor
has issued and outstanding common stock and several series of
preferred stock.
Prior to June 2023, the Debtor was engaged in the development of an
AI-powered platform to help companies recruit diverse employees,
utilizing machine learning to match qualified candidates from
underrepresented communities with job opportunities.
As of the Petition Date, the Debtor had approximately $4.25 million
in cash in its bank accounts and on account at PayEm, Inc. (a
vendor payment service). The Debtor does not believe that it has
any other assets of value that could be liquidated to fund
recoveries to claim and interest holders.
The Debtor began to wind down its business in June 2023 after
discovering the broad-based fraud that had occurred and realizing
that, while the idea behind the Debtor's business—connecting
businesses with diverse candidates using an AI-powered platform was
a good one, the Debtor never in fact had much of a "real" business,
and there unfortunately was nothing to salvage.
After discovering Ilit Raz's fraud, the Board reacted quickly by
initiating an investigation and taking steps to secure the Debtor's
bank accounts and systems, and communicating with shareholders
regarding the fraud that had occurred and the need to wind down the
business. The Board also engaged advisors to assist the Debtor in
cooperating with the investigations initiated by the DOJ and SEC,
which remain ongoing.
The situation was further complicated by Raz's written requests for
advancement, and her ultimate filing of the Advancement Litigation.
Under these circumstances, the Board determined that a chapter 11
process was the best option for halting all litigation and ensuring
that the victims of Raz's fraud—the Debtor's preferred
shareholders—would receive some recovery on account of their
investments in the Debtor.
Class 3 consists of General Unsecured Claims. On or as soon as
reasonably practicable after the later of (i) the Distribution Date
or (ii) the date such General Unsecured Claim becomes an Allowed
General Unsecured Claim, a Holder of an Allowed General Unsecured
Claim will receive, in full satisfaction, settlement, release and
discharge of and in exchange for of such Allowed General Unsecured
Claim, (a) cash equal to the unpaid portion of such Allowed General
Unsecured Claim or (b) such other treatment as to which such Holder
and the Debtor or Liquidating Joonko, as applicable, will have
agreed upon in writing. This Class will receive a distribution of
100% of their allowed claims. This Class is unimpaired.
On the Effective Date, all Other Interests will be eliminated,
cancelled and/or extinguished and each Holder thereof will not be
entitled to, and will not receive or retain, any property or
interest in property on account of such Other Interests.
Joonko will continue to exist as Liquidating Joonko after the
Effective Date in accordance with the laws of the State of Delaware
and pursuant to the certificate of incorporation and by laws in
effect prior to the Effective Date, as amended by the Second
Amended and Restated Certificate of Incorporation of Joonko
Diversity Inc. and the Amended and Restated By-laws of Joonko
Diversity Inc., which will be filed in a Plan Supplement.
On the Effective Date, Liquidating Joonko will issue one share of
common stock (the "New Common Stock") to the Plan Administrator,
who will serve as the sole shareholder of Liquidating Joonko. The
Plan Administrator will not sell, transfer or otherwise dispose of
the New Common Stock absent approval by the Court. The Plan
Administrator may vote the New Common Stock on any matter requiring
a vote of shareholders of Liquidating Joonko under the Delaware
General Corporation Law.
The property of the Debtor's Estate will be vested in Liquidating
Joonko on and following the Effective Date and will continue to be
subject to the jurisdiction of the Court following confirmation of
the Plan until such property is distributed to holders of Allowed
Claims and Allowed Interests in accordance with the provisions of
the Plan and the Confirmation Order.
A full-text copy of the Disclosure Statement dated July 8, 2024 is
available at https://urlcurt.com/u?l=QyFO7y from PacerMonitor.com
at no charge.
Counsel for the Debtor:
David R. Hurst, Esq.
McDermott Will & Emery LLP
The Brandywine Building
1000 N West Street, Suite 1400
Wilmington, DE 19801
Phone: (302) 485-3930
Email: dhurst@mwe.com
About Joonko Diversity Inc.
Joonko Diversity Inc. is an AI-powered employee recruitment
venture.
Joonko Diversity Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-11007) on May 14, 2024.
In the petition filed by Ilan Band, as chief executive officer,
the Debtor estimated assets between $1 million and $10 million and
estimated liabilities up to $50,000.
The Debtor is represented by David R. Hurst, Esq., at Mcdermott
Will & Emery LLP.
JP INTERMEDIATE: 93% Markdown for Saratoga $3.4MM Loan
------------------------------------------------------
Saratoga Investment Corp has marked its $3,456,884 loan extended to
JP Intermediate B, LLC to market at $254,945 or 7% of the
outstanding amount, according to a disclosure contained in
Saratoga's Amended Form 10-Q for the Quarterly period ended May 31,
2024, filed with the Securities and Exchange Commission.
Saratoga is a participant in a Term Loan to JP Intermediate B, LLC.
The Loan accrues interest at a rate of 11.09% (3M USD SOFR+ 5.5%,
1% Floor) per annum. The loan matures on November 20, 2027.
Saratoga is a non-diversified closed end management investment
company incorporated in Maryland that has elected to be treated and
is regulated as a business development company under the Investment
Company Act of 1940, as amended. The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial
public offering on March 28, 2007. The Company has elected, and
intends to qualify annually, to be treated for U.S. federal income
tax purposes as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended.
Saratoga is led by Christian L. Oberbeck, Founder, Chief Executive
Officer; and Henri J. Steenkamp, Chief Financial Officer and Chief
Compliance Officer. The Fund can be reach through:
Christian L. Oberbeck
Saratoga Investment Corp
535 Madison Avenue
New York, New York 10022
Tel. No.: (212) 906-7800
JP Intermediate B, LLC retails vitamins and nutritional
supplements.
KBS REAL ESTATE: Extends $601MM Loan Facility to Nov. 6
-------------------------------------------------------
KBS Real Estate Investment Trust III, Inc. disclosed in Form 8-K
Report filed with the U.S. Securities and Exchange Commission that
KBS REIT III, through the Amended and Restated Portfolio Loan
Facility Borrowers, entered into a fifth loan modification and
extension agreement with Bank of America, N.A., as administrative
agent, and certain lenders.
On November 3, 2021, certain of KBS Real Estate Investment Trust
III, Inc.'s indirect wholly owned subsidiaries, entered into a loan
agreement with Bank of America, N.A., BofA Securities, Inc., Wells
Fargo Securities, LLC and Capital One, National Association as
joint lead arrangers and joint book runners; Wells Fargo Bank,
N.A., as syndication agent; and each of the financial institutions
signatory thereto as lenders. The current lenders under the Amended
and Restated Portfolio Loan Facility are Bank of America, N.A.;
Wells Fargo Bank, National Association; U.S. Bank, National
Association; Capital One, National Association; PNC Bank, National
Association; Regions Bank; and Zions Bankcorporation, N.A., DBA
California Bank & Trust. The Amended and Restated Portfolio Loan
Facility is secured by 60 South Sixth, Preston Commons, Sterling
Plaza, Towers at Emeryville, Ten Almaden and Town Center.
On February 6, 2024, KBS REIT III, through the Amended and Restated
Portfolio Loan Facility Borrowers, entered into a fourth loan
modification and extension agreement with the Agent and the
Portfolio Loan Lenders.
Pursuant to the Fifth Extension Agreement, the Agent and Portfolio
Loan Lenders agreed to extend the maturity of the facility to
November 6, 2024. Additionally, pursuant to the Fifth Extension
Agreement, the interest rate which was based on the Bloomberg
Short-Term Bank Yield Index was replaced with SOFR. Effective
August 1, 2024, the Amended and Restated Portfolio Loan Facility
will bear interest at one-month Term SOFR plus 180 basis points
plus a SOFR margin adjustment of 10 basis points. The aggregate
outstanding principal balance of the Amended and Restated Portfolio
Loan Facility was approximately $601.3 million as of July 15,
2024.
Under the Fifth Extension Agreement, the Agent and the Portfolio
Loan Lenders waived the requirement for the Properties to satisfy
the minimum required ongoing debt service coverage ratio as of the
December 31, 2023, March 31, 2024, June 30, 2024 and September 30,
2024 test dates and waived the requirement for KBS REIT Properties
III LLC, an indirect wholly owned subsidiary of KBS REIT III, as
guarantor, to satisfy a net worth covenant for the period between
July 15, 2024 and November 6, 2024.
The Fifth Extension Agreement extended the timing for meeting
certain milestones initially included in the Fourth Extension
Agreement.
(a) On or prior to August 15, 2024, the Amended and Restated
Portfolio Loan Facility Borrowers will have delivered to the Agent
a fully executed term sheet detailing the terms upon which a
third-party investor is willing to contribute new equity, debt or a
combination of both, in an amount not less than $100,000,000 to KBS
REIT III;
(b) On or prior to September 16, 2024, the Amended and
Restated Portfolio Loan Facility Borrowers will have delivered to
the Agent an updated comprehensive cash flow analysis and plan for
repayment of all indebtedness related to KBS REIT III and its
direct and indirect subsidiaries; and
(c) On or prior to October 15, 2024, not less than
$100,000,000 in new equity, debt or a combination of both shall
have been raised by KBS REIT III.
On February 12, 2024, KBS REIT III engaged Moelis & Company LLC, a
global investment bank with expertise in real estate, capital
raising and restructuring, to assist KBS REIT III in developing,
evaluating and pursuing the initiatives in accordance with the
Fourth Extension Agreement and now this Fifth Extension Agreement.
KBS REIT III has met and conducted interviews with several
potential third-party investors and is in process of reviewing the
offers presented by certain of these third-party investors. KBS
REIT III will continue to work to meet all of the milestones in the
Fifth Extension Agreement, though there can be no assurance as to
the certainty or timing of KBS REIT III's plans to raise capital or
additional debt. To the extent each milestone above is not met, it
will constitute an immediate default under the Amended and Restated
Portfolio Loan Facility, without any requirement of notice or
opportunity to cure.
The Fourth Extension Agreement provides a default will occur under
the Amended and Restated Portfolio Loan Facility if a written
demand for payment following a default under the following loans is
delivered to REIT Properties by U.S. Bank, National Association
under (a) KBS REIT III's credit facility with U.S. Bank National
Association and Bank of America, N.A., (b) the payment guaranty
agreement of KBS REIT III's Modified Portfolio Revolving Loan
Facility or (c) any other indebtedness of REIT Properties where the
demand made or amount guaranteed is greater than $5.0 million.
Additionally, the Fifth Extension Agreement provides a default will
occur under the Amended and Restated Portfolio Loan Facility if a
written demand for payment following a default is delivered to REIT
Properties by the lenders under KBS REIT III's The Almaden Mortgage
Loan or KBS REIT III's Park Place Village Mortgage Loan, in each
case where the demand made or amount guaranteed is greater than
$5.0 million.
Pursuant to the Fifth Extension Agreement, the Amended and Restated
Portfolio Loan Facility Borrowers also agreed (a) to pay the
Portfolio Loan Lenders a non-refundable fee in the amount of $0.6
million, (b) to deposit an additional $5.0 million into the cash
sweep collateral account (which will generally be used to fund
capital expenditures and operating cash flow needs of the
Properties), and (c) to pay the Agent certain fees, commissions and
costs incurred by the Agent and its counsel in connection with the
Fifth Extension Agreement. In addition, pursuant to the Fifth
Extension Agreement, the Portfolio Loan Lenders agreed to extend
the timing of the payment of the exit fee in the amount of $1.0
million due to the Portfolio Loan Lenders to the earliest to occur
of the maturity date, the repayment of the loan in full and the
occurrence of a default under the loan.
About KBS Real
KBS Real Estate Investment Trust III, Inc. is a Maryland
corporation that has elected to be taxed as a real estate
investment trust ("REIT") and it intends to continue to operate in
such a manner. The Company conducts its business primarily through
its Operating Partnership, of which the Company is the sole general
partner.
The Company has invested in a diverse portfolio of real estate
investments. As of Dec. 31, 2023, the Company owned 16 office
properties (of which one property was held for non-sale
disposition), one mixed-use office/retail property and an
investment in the equity securities of a Singapore real estate
investment trust (the "SREIT"). On Dec. 29, 2023, the Company
entered a deed-in-lieu of foreclosure transaction with the 201
Spear Street mortgage lender. On Jan. 9, 2024, the mortgage lender
transferred title to the 201 Spear Street property to a third-party
buyer of the mortgage loan. Additionally, on Feb. 21, 2024, the
Company sold the McEwen Building to a third-party buyer.
Irvine, California-based Ernst & Young LLP, the Company's auditor
since 2010, issued a "going concern" qualification in its report
dated March 18, 2024, citing that the Company has $1.2 billion of
loan principal maturing within one year from the date of issuance
of the consolidated financial statements, and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern.
KBS reported a net loss of $157.53 million for the year ended Dec.
31, 2023, compared to a net loss of $62.46 million for the year
ended Dec. 31, 2022. As of March 31, 2024, the Company had $2.01
billion in total assets, $1.70 billion in total liabilities, and
$304.98 million in total stockholders' equity.
KRAKEN OIL: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to
U.S.-based, private oil and gas exploration and production (E&P)
company Kraken Oil & Gas Partners LLC.
S&P said, "We also assigned our 'B+' issue-level and '2' recovery
rating to its proposed $400 million senior unsecured notes due
2029. The '2' recovery rating indicates our expectation for
substantial (70%-90%; rounded estimate: 85%) recovery of principal
to creditors in the event of a payment default.
"The stable outlook reflects our expectation that Kraken's average
funds from operations (FFO) to debt will exceed 100% and debt to
EBITDA will remain below 1.0x over the next two years, supported by
its oil-weighted production and focus on sustaining production and
limited growth spending.
"Our 'B' issuer credit rating reflects Kraken's small scale and
limited geographic diversification."
Kraken's operating strategy is to generate cash flow by efficiently
sustaining production and limiting growth spending. With a
relatively small proved reserve and production base, and all of its
production and acreage (330,000) concentrated in the Bakken
formation of the Williston Basin (North Dakota and Montana), it
lacks the operating diversity of some of its larger, higher-rated
peers. As of year-end 2023, Kraken had 312 million barrels of oil
equivalent (boe) of proved reserves and 62,000 boe/d of production,
which we expect will increase to 80,000 boe/d-85,000 boe/d in 2024
as a result of its asset acquisition from Crescent Point Energy
(now Veren Inc.) in 2023. S&P expects production to remain
essentially flat through 2025 absent additional acquisitions.
Kraken has relatively higher costs but healthy profitability due to
its oil exposure and vertical integration of its water handling
infrastructure.
Kraken has a somewhat higher cost profile than some of its
non-Bakken peers. However, its cost profile benefits from the
vertical integration of its water handling infrastructure that
produces, gathers, and disposes water for nearly 90% of its
acreage. The company estimates that through this integration, it
saves about $125 million annually.
Kraken's acreage is located in what is considered the non-core
Bakken, which has historically had a higher cost profile and lower
productivity than the core of the formation. However, while
drilling and completion costs are currently lower for producers in
the core, S&P believes some of these operators are running out of
quality acreage and will begin to face higher costs, lower
productivity, and a lack of economic drilling targets as they move
to acreage outside the core. Kraken already has extensive operating
experience outside the core and has been able to reduce costs to
generate sufficient returns. At its current production levels,
Kraken has a favorable proved reserve life of 11.7 years (proved
developed reserve life of 6.7 years).
The company's high liquids-weighted production, consisting of about
70%-75% oil and 15%-20% natural gas liquids in 2024 also helps
drive strong profitability.
S&P said, "We expect the company will maintain adequate liquidity
and strong credit metrics over the next 12 months but generate
negative discretionary cash flow in 2024.
"We forecast Kraken's average FFO to debt will remain above 100%
and debt to EBITDA will be below 1.0x during the next two years,
accompanied by positive free operating cash flow (FOCF). We
anticipate the company will maintain production levels of
80,000-85,000 boe/d in 2024 and 2025, supported by a two-rig
program, and a capital spending program of $1.0 billion-$1.1
billion in 2024 (which includes the $352 million Iron Oil
acquisition), declining to $500 million-$600 million in 2025.
"Under these assumptions, we anticipate the company will generate
FOCF of $150 million-$200 million in 2024 but negative
discretionary cash flow after about $500 million of distributions.
We expect the company will maintain adequate liquidity, with pro
forma availability of $700 million-$800 million under its RBL
facility maturing in 2028."
S&P's FS-6 designation reflects Kraken's ownership by financial
sponsors.
Private equity firm Kayne Anderson owns roughly 98% of the company,
with management owning the remaining 2%. While the company has
historically maintained low leverage and a leverage target of 0.75x
or less, S&P notes its current and expected distribution of $500
million, negative discretionary cash flow in 2024, and utilization
of debt to fund historical acquisitions as reasons for our FS-6
assessment.
S&P said, "The stable outlook reflects our expectation that Kraken
will sustain strong credit measures and adequate liquidity given
its oil-weighted production and our expectation for oil prices,
with excess cash flow used for a combination of debt reduction and
shareholder distributions. We forecast FFO/debt will exceed 100%
and debt/EBITDA will remain below 1.0x over the next two years,
with the company generating negative discretionary cash flow in
2024.
"We could lower our rating on Kraken if its liquidity deteriorates
or if its credit measures weaken such that FFO to debt approaches
30% on a sustained basis. This would most likely occur if it
pursues a more aggressive financial policy than anticipated, such
as large a debt-financed acquisition that does not add to its
near-term cash flow or large debt-funded distributions, or if
commodity prices decline below our expectations and the company
does not reduce its spending levels."
S&P could raise its rating on Kraken if:
-- It increases its scale to levels comparable with those of its
higher-rated peers; or
-- It demonstrates a consistent track record of a more
conservative financial policy, including making discretionary
distributions within free cash flow and reducing outstanding
borrowings on its credit facility; and
-- Maintains adequate liquidity and an FFO/debt comfortably above
45%.
LA PKWY 2: Unsecureds Will Get 10% of Claims in Plan
----------------------------------------------------
La Pkwy 2 LLC filed with the U.S. Bankruptcy Court for the Eastern
District of Louisiana a First Disclosure Statement describing
Chapter 11 Plan dated July 8, 2024.
The Debtor was formed by related family members Diedra Stanton and
Jermaine Worthy for the sole purpose of owning, renovating, and
renting the real property located at 3435 Louisiana Parkway, New
Orleans, Louisiana (the "Property").
The Property consists of a single building with four separate
rental units, two units are on the top floor and two are on the
bottom. Each unit is 1000 square feet and consists of two bedrooms
and two bathrooms. Rental income for the units is estimated to be
$1,600.00 to $1,800.00 per month.
In 2021, the Property was damaged by Hurricane Ida and became
uninhabitable. The Debtor's insurer, Scottsdale Insurance Company,
refused to remit the appropriate amount of insurance on the
Property and as such, the Debtor filed suit against Scottsdale (the
"Lawsuit"). The Lawsuit is pending before the Eastern District
Court of Louisiana at Case No. 23-01590. A trial date has not yet
been set in this matter.
As the Debtor has no insurance proceeds to fund repairs to the
property, the property remains uninhabitable. The building
renovations that have been made to date have been self-funded by
the Debtor's members, Ms. Stanton and Mr. Worthy. The Debtor has
also been unable to keep its mortgage note on the Property current
due to the lack of rental income generated by the Property.
The Debtor filed bankruptcy to stop the foreclosure action filed
against it by TVC Funding IV, LLC.
Class 3 consists of General Unsecured Claims. No general unsecured
creditors filed claims herein. The Debtor listed two unsecured,
undisputed proofs of claim, that being the SBA for $14,000.00 and
Wallace Patterson (air conditioning service repair) for $7,461.00.
The Debtor shall pay each of these creditors a single lump sum
payment of 10% of their claim amount. This payment, totaling
$2,146.00, will be made in a single lump sum payment by the Debtor
ten days after the Plan Effective Date.
These funds will be deposited into the Debtor In Possession bank
account by Ms. Stanton and Mr. Worthy such that these funds are
available on the date of Plan Confirmation. The 10% distribution to
unsecured creditors is more than such creditors would receive in a
Chapter 7 liquidation. Class 3 is impaired and is entitled to vote
on the Plan.
Class 4 consists of the equity interests in the Debtor, who are not
entitled to vote on the Plan. The Equity Holders in Class 4 are
Diedra Stanton and Jermaine Worthy. As new value for acquiring the
ownership interest in the Reorganized Debtor, Ms. Stanton and Mr.
Worthy will continue to fund the Debtor's payments to the Class 1,
2 and 3 creditors. Class 4 is impaired, but is not entitled to vote
on the Plan.
The Debtor shall become the Reorganized Debtor herein and shall pay
outstanding creditors. The Reorganized Debtor shall continue to use
the income gifted to it on a monthly basis by Ms. Stanton and Mr.
Worthy to make all Plan payments. While the Lawsuit is pending, the
Debtor will rely upon sale proceeds generated by related entities
and other members' investments to complete the repairs and
renovation of the units.
The Debtor believes that once renovated by the funds invested by
its member, or renovated based upon funds generated from the
Lawsuit, the Property will be able to generate sufficient cash flow
to allow it to fund the required plan payments.
A full-text copy of the First Disclosure Statement dated July 8,
2024 is available at https://urlcurt.com/u?l=4kmquU from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Robin R. De Leo, Esq.
The De Leo Law Firm, LLC
800 Ramon St.
Mandeville, LA 70448
Tel: (985) 727-1664
Fax: (985) 727-4388
Email: lisa@northshoreattorney.com
About La Pkwy 2 LLC
La Pkwy 2 LLC was formed by related family members Diedra Stanton
and Jermaine Worthy for the sole purpose of owning, renovating, and
renting the real property located at 3435 Louisiana Parkway, New
Orleans, Louisiana (the "Property").
The Debtor filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. La. Case No. 23-12090) on
December 6, 2023, disclosing under $1 million in both assets and
liabilities. Robin R. De Leo, Esq. at THE DE LEO LAW FIRM, LLC, is
the Debtor's counsel.
LAKELAND TOURS: Saratoga Marks $1.1MM Loan at 80% Off
-----------------------------------------------------
Saratoga Investment Corp has marked its $1,127,568 loan extended to
Lakeland Tours, LLC to market at $225,514 or 20% of the outstanding
amount, according to a disclosure contained in Saratoga's Amended
Form 10-Q for the Quarterly period ended May 31, 2024, filed with
the Securities and Exchange Commission.
Saratoga is a participant in a Holdco Fixed Term Loan to Lakeland
Tours, LLC. The Loan accrues interest at a rate of 8% per annum.
The loan matures on September 27, 2027.
Saratoga is a non-diversified closed end management investment
company incorporated in Maryland that has elected to be treated and
is regulated as a business development company under the Investment
Company Act of 1940, as amended. The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial
public offering on March 28, 2007. The Company has elected, and
intends to qualify annually, to be treated for U.S. federal income
tax purposes as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended.
Saratoga is led by Christian L. Oberbeck, Founder, Chief Executive
Officer; and Henri J. Steenkamp, Chief Financial Officer and Chief
Compliance Officer. The Fund can be reach through:
Christian L. Oberbeck
Saratoga Investment Corp
535 Madison Avenue
New York, New York 10022
Tel. No.: (212) 906-7800
Lakeland Tours LLC provides educational student travel programs.
The Company offers history, science, discoveries, onstage, sports,
and career-focused travel opportunities.
LIVINGSTON TOWNSHIP: Plan Exclusivity Period Extended to August 5
-----------------------------------------------------------------
Judge Jamie A. Wilson of the U.S. Bankruptcy Court for the Southern
District of Mississippi extended Livingston Township Fund One,
LLC's exclusive period to file a plan of reorganization to August
5, 2024.
As shared by Troubled Company Reporter, the Court has previously
entered orders approving the sale of 3 parcels of property, free
and clear of liens. The only remaining property to be sold is a
2-story building located at 1150 Old Cedars Lane, Building J,
Flora, Mississippi.
The Bank of Montgomery and Livingston have agreed that the
automatic stay will lift on the remaining real estate on July 31,
2024, in the event that Livingston does not present a contract for
the sale of said real estate for at least $1.6 million with no
contingencies by that date.
The Debtor believes that there is substantial equity in the
property that will generate funds to contribute to the proposed
distribution through the plan.
Livingston Township is represented by:
Thomas Carl Rollins, Jr., Esq.
The Rollins Law Firm, PLLC
P.O. Box 13767
Jackson, MS 39236
Telephone: (601) 500-5533
Email: tc@therollinsfirm.com
About Livingston Township Fund One
Livingston Township Fund One, LLC filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Miss. Case No.
23-02573) on Nov. 6, 2023, with $1 million to $10 million in both
assets and liabilities. Craig Geno, Esq., at the Law Offices of
Craig M. Geno, PLLC serves as Subchapter V trustee.
Judge Jamie A. Wilson oversees the case.
The Debtor tapped The Rollins Law Firm, PLLC, Steven H. Smith, PLLC
and Eileen N. Shaffer, Esq., a practicing attorney in Jackson,
Miss., as bankruptcy counsels; and Jernigan Copeland Attorneys,
PLLC as special counsel. Phillips & Company is the Debtor's
accountant.
LOCUS DIGITAL: Seeks to Hire Brown Graham & Co as Accountant
------------------------------------------------------------
Locus Digital, LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Texas to employ Brown, Graham & Co, PC
as its accountant.
The firm will render these services:
a. consult with the Debtor concerning the administration of
the case;
b. prepare income tax returns;
c. prepare employment tax returns, if necessary; and
d. provide other reasonable and necessary accounting services
as requested by the Debtor.
Brown Graham represents no interests adverse to this estate, any
other entity in connection with this case, and are "disinterested
persons" within the meaning of 11 U.S.C. Sec. 101(14), according to
court filings.
The firm can be reached through:
Dianne Kerr, CPA
Brown, Graham & Co, PC
290 S. Preston Road #320
Prosper, TX 75090
Tel: (972) 346-3100
Email: eeven@bgc-cpa.com
About Locus Digital, LLC
Locus Digital, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Tex. Case No. 24-40998) on April 30, 2024, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by QUILLING, SELANDER, LOWNDS, WINSLETT & MOSER, P.C.
LOYALTY VENTURES: Saratoga Virtually Writes Off $2.9MM Loan
-----------------------------------------------------------
Saratoga Investment Corp has marked its $2,913,525 loan extended to
Loyalty Ventures Inc to market at $21,851 or 1% of the outstanding
amount, according to a disclosure contained in Saratoga's Amended
Form 10-Q for the Quarterly period ended May 31, 2024, filed with
the Securities and Exchange Commission.
Saratoga is a participant in a Term Loan B to Loyalty Ventures Inc.
The Loan accrues interest at a rate of 14% (Prime+ 5.5%, 0.5%
Floor) per annum. The loan matures on November 3, 2027.
Saratoga is a non-diversified closed end management investment
company incorporated in Maryland that has elected to be treated and
is regulated as a business development company under the Investment
Company Act of 1940, as amended. The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial
public offering on March 28, 2007. The Company has elected, and
intends to qualify annually, to be treated for U.S. federal income
tax purposes as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended.
Saratoga is led by Christian L. Oberbeck, Founder, Chief Executive
Officer; and Henri J. Steenkamp, Chief Financial Officer and Chief
Compliance Officer. The Fund can be reach through:
Christian L. Oberbeck
Saratoga Investment Corp
535 Madison Avenue
New York, New York 10022
Tel. No.: (212) 906-7800
Loyalty Ventures Inc. provides tech-enabled, data-driven consumer
loyalty solutions.
LUCKY NUMBER: Taps A.O.E. Law & Associates as Bankruptcy Counsel
----------------------------------------------------------------
Lucky Number Seven, Inc. seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire A.O.E. Law &
Associates, APC as its general bankruptcy counsel.
The firm's s services will include all legal services to assist the
Debtor in fulfilling its duties under 11 U.S.C. Secs. 1106 and1107
including all contested matters but excluding corporate, tax,
employment/labor, real estate and securities related services.
The firm will be paid at these rates:
Principals $450 per hour
Associates $350 per hour
Paralegals $150 to $200 per hour
The Debtor paid the firm a retainer of $12,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Anthony O. Egbase, Esq., a partner at A.O.E. Law & Associates, APC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Anthony O. Egbase, Esq.
Shana Y. Stark, Esq.
A.O.E. Law & Associates, APC
Bunker Hill Towers
800 W. 1st Street, Suite 400
Los Angeles, CA. 90012
Tel: (213) 620-7070
Email: info@aoelaw.com
About Lucky Number Seven, Inc.
Lucky Number Seven, Inc. owns two properties in Bernardino, CA
having a total comparable sale value of $1.07 million.
Lucky Number Seven, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
24-15263) on July 2, 2024, listing $1,241,211 in assets and
$920,079 in liabilities. The petition was signed by Micaiah James
Ernest Barber, chief executive officer.
Anthony O. Egbase, Esq. at A.O.E. LAW & ASSOCIATES, APC represents
the Debtor as counsel.
LUMEN TECHNOLOGIES: Saratoga Marks $1.6MM Loan at 31% Off
---------------------------------------------------------
Saratoga Investment Corp has marked its $1,627,142 loan extended to
Lumen Technologies, Inc to market at $1,124,258 or 69% of the
outstanding amount, according to a disclosure contained in
Saratoga's Amended Form 10-Q for the Quarterly period ended May 31,
2024, filed with the Securities and Exchange Commission.
Saratoga is a participant in a Term Loan B1 to Lumen Technologies,
Inc. The Loan accrues interest at a rate of 7.79% (1M USD SOFR+
2.35%, 2% Floor) per annum. The loan matures on April 15, 2029.
Saratoga is a non-diversified closed end management investment
company incorporated in Maryland that has elected to be treated and
is regulated as a business development company under the Investment
Company Act of 1940, as amended. The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial
public offering on March 28, 2007. The Company has elected, and
intends to qualify annually, to be treated for U.S. federal income
tax purposes as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended.
Saratoga is led by Christian L. Oberbeck, Founder, Chief Executive
Officer; and Henri J. Steenkamp, Chief Financial Officer and Chief
Compliance Officer. The Fund can be reach through:
Christian L. Oberbeck
Saratoga Investment Corp
535 Madison Avenue
New York, New York 10022
Tel. No.: (212) 906-7800
Lumen Technologies, Inc., headquartered in Monroe, Louisiana, is an
integrated communications company that provides an array of
communications services to large enterprise, mid-market enterprise,
government and wholesale customers in its larger Business segment.
The company’s smaller Mass Markets segment primarily provides
broadband services to its residential and small business customer
base.
LUMEN TECHNOLOGIES: Saratoga Marks $1.6MM Loan at 33% Off
---------------------------------------------------------
Saratoga Investment Corp has marked its $1,627,142 loan extended to
Lumen Technologies, Inc to market at $1,094,709 or 67% of the
outstanding amount, according to a disclosure contained in
Saratoga's Amended Form 10-Q for the Quarterly period ended May 31,
2024, filed with the Securities and Exchange Commission.
Saratoga is a participant in a Term Loan B2 to Lumen Technologies,
Inc. The Loan accrues interest at a rate of 7.79% (1M USD SOFR+
2.35%, 2% Floor) per annum. The loan matures on April 15, 2029.
Saratoga is a non-diversified closed end management investment
company incorporated in Maryland that has elected to be treated and
is regulated as a business development company under the Investment
Company Act of 1940, as amended. The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial
public offering on March 28, 2007. The Company has elected, and
intends to qualify annually, to be treated for U.S. federal income
tax purposes as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended.
Saratoga is led by Christian L. Oberbeck, Founder, Chief Executive
Officer; and Henri J. Steenkamp, Chief Financial Officer and Chief
Compliance Officer. The Fund can be reach through:
Christian L. Oberbeck
Saratoga Investment Corp
535 Madison Avenue
New York, New York 10022
Tel. No.: (212) 906-7800
Lumen Technologies, Inc., headquartered in Monroe, Louisiana, is an
integrated communications company that provides an array of
communications services to large enterprise, mid-market enterprise,
government and wholesale customers in its larger Business segment.
The company’s smaller Mass Markets segment primarily provides
broadband services to its residential and small business customer
base.
MAJOR MODEL: Court Affirms Dismissal of Agra Complaint
------------------------------------------------------
Judge Valerie Caproni of the United States District Court for the
Southern District of New York affirmed an order of the United
States Bankruptcy Court for the Southern District of New York
dismissing the complaint filed by Pedro Agra against Major Model
Management Inc..
Agra is a former fashion model who worked for the Debtor. Agra
alleges that from 2010 to 2020 he was sexually harassed by an
employee of MMM. In December 2020, Agra, pro se, filed a workplace
sexual harassment complaint with the New York State Division of
Human Rights against the Debtor and two of its employees.
On February 11, 2022, following a 14-month investigation, the NY
Human Rights Division issued its final investigative report finding
probable cause and recommending the matter for a public hearing. On
the same day, MMM filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code.
On April 18, 2022, the Debtor amended its disclosure schedules to
identify Agra as an unsecured creditor with a disputed claim. Two
days later, the Bankruptcy Court set June 6 that year as the
deadline for filing proofs of claim. Notice of the Bar Date was
promptly mailed to Agra at his New York address. Agra did not file
a proof of claim before the Bar Date.
Approximately 10 months after the Bar Date and two months before
the confirmation hearing, the NY Human Rights Division scheduled a
pre-hearing settlement conference on Agra's claim.
The following day, MMM informed NYSDHR of its Chapter 11 case and
requested a stay of the NY Human Rights Division proceedings. On
May 5, 2023, the NY Human Rights Division stayed the proceedings
and advised Agra to file proof of claim with the Bankruptcy Court.
On June 12, 2023, Agra objected to the Debtor's Plan for
reorganization. Because Agra had not filed a proof of claim,
pursuant to Section 1126(a)(1) of the Bankruptcy Code, his
objection was not considered.
On June 26, 2023, Agra filed an adversary proceeding against MMM
and others in Bankruptcy Court. The following day, the Bankruptcy
Court held the previously scheduled confirmation hearing; the Plan
was confirmed on June 28, 2023.
The Bankruptcy Court granted MMM's motion to dismiss Agra's
Complaint as to the Debtor and denied Agra's request, made in his
opposition to the motion to dismiss, for leave to file a late proof
of claim. Agra appealed.
Agra argues that the Bankruptcy Court erred when it dismissed his
Complaint because he did not receive sufficient notice of the Bar
Date to satisfy due process. He concedes that he received notice
of the Bar Date, but he advances several arguments why that notice
was inadequate. First, he argues the notice was inadequate because
his complaint with the Human Rights Division was not initially
scheduled in MMM's bankruptcy filings. Agra also asserts the
notice he received was deficient because the Debtor did not seek a
stay of the Human Rights Division proceedings until April 2023,
almost one year after the Bar Date. Finally, Agra argues the
Debtor fraudulently concealed his workplace sexual harassment
complaint on its schedules, thus violating his due process rights.
The Debtor responds that because Agra received actual notice of the
Bar Date on April 22, 2022, and because the Bankruptcy Court
approved the form of notice, the notice of the Bar Date was
adequate, and Agra's s due process rights were not violated.
According to Judge Caproni, the Bankruptcy Court correctly found
Agra had received actual notice of the Bar Date and that the notice
complied with due process. Agra conceded that he received notice
of the Bar Date in May 2022 but "took no action until nearly a year
later" when he objected to the Plan. His due process argument is
utterly unconvincing, Judge Caproni states. He argues he did not
receive adequate notice of the Bar Date because his NYSDHR claim
was not adequately scheduled in MMM's bankruptcy filings and
because MMM fraudulently represented to the Bankruptcy Court that
Agra was scheduled "for notice purposes only."
The Bankruptcy Court noted that an "NYSDHR claim" was listed on the
schedules and was listed as "disputed." Agra's argument that MMM
owed him a duty to further specify in the schedules that the
"NYSDHR claim" was Appellant's NYSDHR claim is misguided, Judge
Caproni holds. MMM was under no obligation to provide further
explanation, Judge Caproni notes.
In short, the Bankruptcy Court correctly held that Agra was aware
of his claim and the Bar Date but failed to file proof of a claim,
Judge Caproni concludes. Agra's contention that he was denied due
process, despite his own inaction, is baseless, Judge Caproni
states. Because Agra failed to file a timely proof of claim, he
has no claim against MMM to pursue, the Court states. Accordingly,
the Bankruptcy Court did not err when it dismissed the Complaint as
time barred as to the Debtor, Judge Caproni holds.
Agra contends the Bankruptcy Court abused its discretion when it
denied him leave to file a late proof of claim. According to Judge
Caproni, the Bankruptcy Court has discretion "to enlarge the time
to file claims where the failure to act was the result of excusable
neglect."
Agra also argues that the Bankruptcy Court interpreted "excusable
neglect" to prioritize not prejudicing MMM and, in doing so,
ignored circumstances that, Agra argues, were beyond his control.
Agra has not shown that the Bankruptcy Court abused its discretion,
Judge Caproni concludes. He first sought leave to file a claim
more than a year after the Bar Date and after the Plan had been
confirmed. The "length of the delay" is significant, and courts
have found that a delay of "more than three months" was
"significant" enough for the length of delay to weigh against an
appellant, Judge Caproni states.
Nor did Agra provide a sufficient reason for the delay. His
confusion regarding the interplay of the NYSDHR proceedings with
the bankruptcy does not clear the high bar of excusable neglect,
Judge Caproni finds. Because Agra failed to show excusable
neglect, the Bankruptcy Court did not abuse its discretion when it
denied leave to file a late proof of claim, Judge Caproni holds.
A copy of the Court's decision dated July 17, 2024, is available at
https://urlcurt.com/u?l=tXoAzF
About Major Model Management
Major Model Management Inc. -- http://www.majormodel.com/-- is a
modelling agency based in New York City. Major Model Management
Inc. filed a petition under Chapter 11 Subchapter V of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10169) on Feb. 11,
2022. The case is handled by the Honorable Judge Martin Glenn.
Melissa A. Pena is the Debtor's counsel.
MARIZYME INC: Issues $1.25M Promissory Note to Qualigen Therapeutic
-------------------------------------------------------------------
Marizyme, Inc. disclosed in a Form 8-k Report filed with the U.S.
Securities and Exchange Commission that on July 12, 2024, the
Company executed a Promissory Note in favor of Qualigen
Therapeutics, Inc. in the aggregate principal amount of $1,250,000.
The Note is due and payable upon demand and the Principal bears
interest at the rate of 18% per annum. In connection with the
issuance of the Note, the Company received proceeds from the Lender
in the amount of $1,250,000.
The Company may prepay all or any part of the outstanding Principal
or interest due on the Note, at any time, in whole or in part,
without premium or penalty.
In the event of a default by the Company in the payment of the
Principal and interest, the Note provides that the Lender will have
liquidation preference and a first right of recovery in any future
bankruptcy or insolvency proceeding.
About Marizyme
Marizyme, Inc. is a medical technology company changing the
landscape of cardiac care by delivering innovative solutions for
coronary artery bypass graft (CABG) surgery.
As of March 31, 2024, Marizyme had $21.57 million in total assets,
$32.40 million in total liabilities, and a total stockholders'
deficit of $10.83 million.
East Brunswick, New Jersey-based WithumSmith+Brown, PC, the
Company's auditor since 2020, issued a "going concern"
qualification in its report dated May 13, 2024, citing that the
Company has suffered recurring losses from operations, has
experienced cash used from operations in excess of its current cash
position, and has an accumulated deficit, that raise substantial
doubt about its ability to continue as a going concern.
MAT TRANSPORT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Mat Transport, Inc.
4140 Grand Ave.
Phoenix, AZ 85019
Chapter 11 Petition Date: July 22, 2024
Court: United States Bankruptcy Court
District of Arizona
Case No.: 24-05932
Judge: Hon. Madeleine C Wanslee
Debtor's Counsel: D. Lamar Hawkins, Esq.
GUIDANT LAW, PLC
402 E. Southern Ave
Tempe, AZ 85282
Tel: 602-888-9229
Email: lamar@guidant.law
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Marko Tomovic 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/CXB4I4Q/MAT_TRANSPORT_INC__azbke-24-05932__0001.0.pdf?mcid=tGE4TAMA
MATCHBOX BUSINESS: Seeks to Hire Newmark Concepts as Bookkeeper
---------------------------------------------------------------
Matchbox Business, LLC filed a corrected application seeking
approval from the U.S. Bankruptcy Court for the Western District of
Michigan to employ Newmark Concepts as bookkeeper.
The firm's services include:
a. general bookkeeping and general administrative services;
b. journal entries;
c. invoice entries;
d. inventory entries;
e. point of sale maintenance; and
f. technical support (fixing printers, etc.).
Tyler D. Broucek, the bookkeeper who will primarily oversee
Debtor's account, will charge $50 per hour for his services, which
is a 50 percent discount from his normal hourly rate of $100.
Mr. Broucek assured the court that his firm is a "disinterested
person" as defined in 11 U.S.C. 101(14).
The bookkeeper can be reached through:
Tyler D. Broucek
Newmark Concepts
2515 Bloomingdale DR NE 1015
Grand Rapids, MI, 49525
About Matchbox Business, LLC
Matchbox Business, LLC is a modern diner and deli restaurant in
Grand Rapids, Mich.
Matchbox Business filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. W.D. Mich. Case No. 24-01263) on May
9, 2024, with up to $500,000 in assets and up to $10 million in
liabilities. Nathan Orange, member, signed the petition.
Judge Scott W. Dales oversees the case.
Steven M. Bylenga, Esq., at CBH Attorneys & Counselors, PLLC,
represents the Debtor as legal counsel.
MCGRAW-HILL EDUCATION: S&P Upgrades ICR to 'B', Outlook Stable
--------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on McGraw-Hill
Education Inc. (MHE) to 'B' from 'B-'. S&P also raised its issue
level ratings on its secured and unsecured debt issuances to 'B'
and 'CCC+', respectively.
The stable outlook reflects S&P's expectation that revenue and
profitability stay broadly stable, and that the company further
reduces debt over the next 12 months, keeping leverage below 7x.
S&P said, "We expect MHE to continue to focus on debt reduction and
sustain leverage below 7x in the next two years. MHE's leveraged
buyout by private-equity firm Platinum in 2021 added roughly $1
billion of debt to its balance sheet, which raised leverage to over
9x. However, strong EBITDA expansion coupled with debt repurchases
of $100 million (face value) in fiscal 2023 and $50 million in
fiscal 2024 improved adjusted leverage to 6.7x as of March 31,
2024, from 9.3x in March 2022. We believe the company will continue
to prioritize debt reduction over the next 12 months, although MHE
could still use excess cash for business investment, tuck-in
acquisitions, and potential dividends.
"We believe MHE is well positioned to expand over the next year,
driven by a stronger adoption schedule in fiscal 2025 and continued
share gains. McGraw-Hill reported 5% year-over-year decline in
fiscal 2024 billings due to a lighter adoption schedule in its K-12
market, partially offset by market share gains. However, we expect
fiscal 2025 to benefit from a stronger adoption schedule in the
K-12 market (including science and social studies in Florida and
science in Texas) and stable enrollment in the higher education
segment. As a result, we forecast GAAP revenue to increase 1%-5% in
2025, largely due to solid billings growth that we expect to be
higher than this range. In addition, we believe operating leverage
from increasing digital revenue and benefits from efficiencies will
support stable EBITDA margins of mid-20%.
Accelerating digital adoption and cost-saving initiatives have
improved MHE's overall margin profile. The COVID-19 pandemic
accelerated the transformation of the educational materials market
in higher education as digital delivery is better suited for
adoption in distance-learning environments. Increased digital sales
improved EBITDA generation since digital products enjoy higher
margins than print products. In addition to a larger secondary
market, print materials carry lower margins because the costs
associated with production and updating the curriculum are greater.
As a result, we expect S&P Global Ratings-adjusted EBITDA margin to
remain mid-20% in fiscal 2025, up from the mid-teens percent area
in 2015-2020.
"The stable outlook reflects our expectation that MHE will post
1%-5% GAAP revenue growth and maintain margins in fiscal 2025, and
that the company will use excess free cash flow to reduce debt,
such that leverage sustains below 7x."
S&P could lower the rating on MHE over the next 12 months if it
believes leverage will sustain above 7x. This would most like be
due to:
-- A deterioration in operating performance and cash flow; or
-- A lack of progress in debt reduction, material shareholder
distributions, or large debt-financed acquisitions.
S&P could raise the rating on MHE if:
-- The company continues to grow revenues and margins while
maintaining its leading position as a global provider of
educational solutions;
-- MHE reduces debt leverage below 6x and maintains free operating
cash flow (FOCF) to debt above 5%; and
-- S&P expects the company's financial policy and track record to
be compatible with leverage sustaining below 6x.
MEDASSETS SOFTWARE: Saratoga Marks $490,000 Loan at 20% Off
-----------------------------------------------------------
Saratoga Investment Corp has marked its $490,000 loan extended to
MedAssets Software Inter Hldg, Inc to market at $389,550 or 80% of
the outstanding amount, according to a disclosure contained in
Saratoga's Amended Form 10-Q for the Quarterly period ended May 31,
2024, filed with the Securities and Exchange Commission.
Saratoga is a participant in a Term Loan to MedAssets Software
Inter Hldg, Inc. The Loan accrues interest at a rate of 9.42% (3M
USD SOFR+ 4%, 0.5% Floor) per annum. The loan matures on December
18, 2028.
Saratoga is a non-diversified closed end management investment
company incorporated in Maryland that has elected to be treated and
is regulated as a business development company under the Investment
Company Act of 1940, as amended. The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial
public offering on March 28, 2007. The Company has elected, and
intends to qualify annually, to be treated for U.S. federal income
tax purposes as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended.
Saratoga is led by Christian L. Oberbeck, Founder, Chief Executive
Officer; and Henri J. Steenkamp, Chief Financial Officer and Chief
Compliance Officer. The Fund can be reach through:
Christian L. Oberbeck
Saratoga Investment Corp
535 Madison Avenue
New York, New York 10022
Tel. No.: (212) 906-7800
Headquartered in Alpharetta, Ga., MedAssets Software Intermediate
Holdings, Inc. (dba nThrive) provides healthcare revenue cycle
management software-as-a-service (SaaS) solutions, including
patient access, charge integrity, claims management, contract
management, analytics and education.
MEGNA TEMECULA COUNTRY: Updates SBA Secured Claim Pay
-----------------------------------------------------
Megna Temecula Country Inn, Inc., submitted a First Amended Chapter
11 Disclosure Statement describing Chapter 11 Plan dated July 8,
2024.
The Plan proposes to restructure the financial affairs of the
Debtor.
Class 2-C consists of the Secured Claim of the U.S. Small Business
Administration ("SBA"). Claim 7 will be paid on a monthly basis at
$2,581.62 for a period of 60 months beginning on the Effective
Date. This claim is impaired, and is therefore entitled to vote on
the Plan.
The Amended Disclosure Statement does not alter the proposed
treatment for unsecured creditors and the equity holder:
* Class 4 General Unsecured Claims consists of general
unsecured claims (claims that are not entitled to priority under
the Bankruptcy Code and that are not secured by collateral). No
unsecured claim was scheduled. One proof of claim for a general
unsecured claim was filed: FTB for $209.05 (Claim 3). This claim
will be paid in full by Debtor on the Effective Date or as soon
thereafter as practical. This claim is unimpaired, and is therefore
not entitled to vote on the Plan.
* Class 5 Interest Holders. The Debtor is a corporation;
therefore, "interests" means corporate stock. 100% of the interests
in Debtor are owned by Mahmud Ulkarim. No distribution to or change
to that interest is provided by the Plan. Accordingly, the Class 5
interest holder is unimpaired and not entitled to vote on the Plan.
This Plan will be funded by payments to Debtor from future net
income derived from its ongoing short-term property rental business
as well as capital infusions from Debtor's principal for any months
that Debtor's net income is not sufficient to cover payments
required by the Plan.
The Debtor previously rented out the Property on a short-term basis
through Airbnb, but stopped doing so to be able to market the
Property for sale. However, the Property has not sold. Debtor has
determined that by reverting to its prior business model –
short-term rentals – Debtor will be able to generate sufficient
cash flow to be able to make the payments to Center Street,
Riverside County, and the SBA (a total of $18,012.27 per month) and
pay the expenses of operating the Property. To the extent that the
Property does not generate sufficient revenue in any month to be
able to make the monthly payments, the shortfall will be
contributed by Mr. Ulkarim.
The Debtor will also seek a suitable buyer for a post-confirmation
sale of the Property, for an amount sufficient to satisfy all
allowed claims. If by the end of the repayment term to Center
Street, Riverside County, and the SBA (five years after the
Effective Date) Debtor has not sold the Property, Debtor will
refinance it.
A full-text copy of the First Amended Disclosure Statement dated
July 8, 2024 is available at https://urlcurt.com/u?l=I7Y3QC from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Mark T. Young, Esq.
Taylor F. Williams, Esq.
Young & Williams, LLP
25152 Springfield Court, Suite 345
Valencia, CA 91355-1081
Telephone: (661) 259-9000
Facsimile: (661) 554-7088
Email: myoung@dywlaw.com
twilliams@dywlaw.com
About Megna Temecula Country Inn
Megna Temecula Country Inn, Inc. owns a single-family residence
located at 41300 Berkswell Lane, Temecula, Calif., valued at $3.1
million.
Megna Temecula Country Inn filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No.
23-10843) on June 16, 2023, with $3,102,827 in assets and
$6,636,973 in liabilities. John-Patrick Fritz has been appointed as
Subchapter V trustee.
Judge Victoria S. Kaufman oversees the case.
Donahoe Young & Williams, LLP, is the Debtor's legal counsel.
MOUNTAIN SPORTS: Taps Goldstein & McClintock as Bankruptcy Counsel
------------------------------------------------------------------
Mountain Sports LLC seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Goldstein & McClintock LLLP as
their counsel.
The Debtor requires legal counsel to:
(a) give advice with respect to the powers and duties of the
Debtor in the continued management and operation of its business;
(b) attend meetings and negotiate with representatives of
creditors and other parties involved in the Debtor's Chapter 11
case;
(c) take all necessary action to protect and preserve the
Debtor's estate;
(d) prepare legal papers;
(e) take any necessary action on behalf of the Debtor to
obtain approval of a disclosure statement and confirmation of the
Debtor's plan of reorganization;
(f) represent the Debtor in connection with obtaining use of
cash collateral and post-petition financing (to the extent
necessary);
(g) advise the Debtor in connection with any potential sale of
assets;
(h) appear before the bankruptcy court, any appellate courts,
and the U.S. trustee; and
(i) perform all other necessary legal services to the Debtor
in connection with the Chapter 11 case.
The hourly rates of the firm's attorneys and staff are as follows:
Matthew E. McClintock, Partner $615
Ainsley Moloney, Partner $735
Jeffrey Dan, Partner $575
Maria Aprile Sawczuk, Partner $525
Amrit Kapai, Partner $475
William Thomas, Associate $385
Keram Emile, Paraprofessional $235
The firm received an advance payment retainer in the total amount
of $100,000.
In addition, the firm will seek reimbursement for expenses
incurred.
Maria Aprile Sawczuk, Esq., a partner at Goldstein & McClintock,
disclosed in a court filing that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Maria Aprile Sawczuk, Esq.
GOLDSTEIN & MCCLINTOCK LLLP
111 W. Washington Street, Suite 1221
Chicago, IL 60602
Telephone: (312) 337-7700
Facsimile: (312) 277-2310
Email: mattm@goldmclaw.com
About Mountain Sports
Mountain Sports LLC, doing business as Bob's Stores, Eastern
Mountain Sports, EMS, and Sport Chalet, is a sporting goods, hobby
and musical instrument retailer.
Mountain Sports LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-11385) on June 18,
2024. In the petition filed by David Barton, authorized
representative Bob's EMS Holdings LLC, manager of Debtor's sole
member, the Debtor reports estimated assets and liabilities between
$10 million and $50 million each.
The Honorable Bankruptcy Judge Mary F. Walrath oversees the case.
The Debtor is represented by Maria Aprile Sawczuk, Esq. at
GOLDSTEIN & MCCLINTOCK LLLP.
MOUNTAIN VIEW: Seeks to Extend Plan Exclusivity to October 15
-------------------------------------------------------------
Mountain View Orchard, Inc., asked the U.S. Bankruptcy Court for
the District of Maryland to extend its exclusivity periods to file
a plan of reorganization and obtain acceptance thereof to October
15 and December 14, 2024, respectively.
The Debtor finds its reorganization effort to be substantial and
complex due to the contemporaneous Chapter 11 proceedings of its
affiliates and the significant liabilities that the Debtor will
best resolve with the success of the affiliates' efforts, while the
size and complexity of this case may not be significant in
comparison the reorganization efforts of larger operations.
The Debtor claims that while it believes that it could resolve the
claim of its Lender through a sale, the resulting unknown of where
that would leave the Debtor, its creditors, and employees, leaves
the Debtor unable to formulate a plan of reorganization prior to
the expiration of the current Exclusive Proposal Period. Thus, the
Debtor submits that the nature of its case supports a finding of
cause to extend the Exclusive Periods for the period requested
herein – as such coincides with the final sale of the assets of
the Debtor's affiliate.
Admittedly, the Debtor's progress has been limited, but the Debtor
continues to work towards compliance with its duties as a
debtor-in-possession. Notably, the Debtor has successfully
negotiated ongoing terms for its use of cash collateral.
The Debtor expects to submit a feasible Chapter 11 plan, or simply
resume operation outside of bankruptcy without the burden of the
Secured Debt once it is fully satisfied, with the progress of the
Debtors' affiliates.
The Debtor asserts that if this Court were to deny the request for
an extension of the Exclusive Periods, any party in interest would
be free to propose a plan of reorganization. Termination of the
Debtor's exclusivity would no doubt have an adverse impact on the
Debtor's business operations and its ability to reorganize.
Mountain View Orchard, Inc. is represented by:
Joseph M. Selba, Esq.
TYDINGS & ROSENBERG, LLP
1 E. Pratt Street, Suite 901
Baltimore, MD 21202
Telephone: (410) 752-9700
Email: jselba@tydingslaw.com
About Mountain View Orchard, Inc.
Mountain View Orchard, Inc. is in the business of fruit and tree
nut farming.
Mountain View Orchard, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No.
23-15149) on July 23, 2023. The petition was signed by Anthony C.Y.
Cheng as president. At the time of filing, the Debtor estimated
$500,000 to $1 million in assets and $1 million to $10 million in
liabilities.
Judge Nancy V. Alquist oversees the case.
Joseph M. Selba, Esq. at Tydings & Rosenberg LLP represents the
Debtor as counsel.
MPH ACAQUISITION: Saratoga Marks $2.9MM Loan at 17% Off
-------------------------------------------------------
Saratoga Investment Corp has marked its $2,954,545 loan extended to
MPH Acquisition Holdings LLC (Multiplan) to market at $2,465,657 or
83% of the outstanding amount, according to a disclosure contained
in Saratoga's Amended Form 10-Q for the Quarterly period ended May
31, 2024, filed with the Securities and Exchange Commission.
Saratoga is a participant in a Term Loan B to MPH Acquisition
Holdings LLC (Multiplan). The Loan accrues interest at a rate of
9.86% (3M USD SOFR+ 4.25%, 0.5% Floor) per annum. The loan matures
on September 1, 2028.
Saratoga is a non-diversified closed end management investment
company incorporated in Maryland that has elected to be treated and
is regulated as a business development company under the Investment
Company Act of 1940, as amended. The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial
public offering on March 28, 2007. The Company has elected, and
intends to qualify annually, to be treated for U.S. federal income
tax purposes as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended.
Saratoga is led by Christian L. Oberbeck, Founder, Chief Executive
Officer; and Henri J. Steenkamp, Chief Financial Officer and Chief
Compliance Officer. The Fund can be reach through:
Christian L. Oberbeck
Saratoga Investment Corp
535 Madison Avenue
New York, New York 10022
Tel. No.: (212) 906-7800
MPH Acquisition Holdings LLC, doing business as MultiPlan, provides
health care solutions. The Company offers payment integrity,
network, and analytics-based solutions. MultiPlan serves customers
in the United States.
MUSTANG SHOP: Taps Simon's Bookkeeping Service as Accountant
------------------------------------------------------------
The Mustang Shop of San Diego, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of California to hire
Simon's Bookkeeping Service as accountant.
The firm will provide accounting services to the bankruptcy estate,
including preparing monthly operating reports, state and federal
income tax returns for the years 2020-2023, review financial
documents, and any other reasonable duties assigned by the Debtor.
The firm will charge $300 per month for its services.
Simon's Bookkeeping Service does not hold or represent any interest
adverse to the Debtor or its estate, and is a "disinterested
party", according to court filings.
The firm can be reached through:
Karolin Simon
Simon's Bookkeeping Service
532 Mendocino Ave Suite 101 Santa Rosa CA 95401 US
Tel: (707) 340-5272
Email: info@simonsacct
About The Mustang Shop of San Diego
The Mustang Shop of San Diego, Inc. filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Cal. Case No.
24-00637) on February 27, 2024, with up to $50,000 in assets and up
to $1 million in liabilities.
Judge Christopher B. Latham presides over the case.
Andrew S. Bisom, Esq., at Bisom Law Group represents the Debtor as
bankruptcy counsel.
NABORS INDUSTRIES: Projects $735MM Revenue in Fiscal Q2
-------------------------------------------------------
Nabors Industries Ltd. announced on July 17, 2024, certain
preliminary operating results for the second quarter ended June 30,
2024.
Nabors preliminary results for the second quarter continued to
highlight the ongoing international expansion and relatively stable
activity and pricing in its U.S. markets. Revenue and EBITDA
estimates met the Company's expectations with adjusted free cash
flow somewhat stronger than anticipated. The Company expects that
for the three months ended June 30, 2024:
(i) operating revenue to be approximately $735 million,
(ii) income (loss) before income taxes of between ($5) million
and $5 million,
(iii) adjusted EBITDA of approximately $218 million, and
(iv) adjusted free cash flow of between $55 million and $60
million.
During the same quarter, Nabors averaged 68.7 rigs operating in the
Lower 48 at an average gross margin of $15,598 per rig day and
averaged 84.4 rigs operating internationally at an average gross
margin of $16,050 per rig day. Nabors will hold its previously
announced earnings conference call on July 24, 2024, at 10:00 a.m.
CT.
Nabors is currently finalizing its financial results for the three
and six months ended June 30, 2024. The financial results discussed
above and below for the three months ended June 30, 2024 are
preliminary, based upon estimates and subject to completion of
financial and operating closing procedures. Such preliminary
operating results do not represent a comprehensive statement of
financial results or operating metrics for this period and actual
results and metrics may differ materially from these estimates
following the completion of Nabors' financial and operating closing
procedures, or as a result of other adjustments or developments
that may arise before the results for this period are finalized. In
addition, even if actual results and metrics are consistent with
these preliminary results, those results or developments may not be
indicative of results or developments in subsequent periods.
Nabors has provided a range for certain of the preliminary results
described above because the financial closing procedures for the
quarter ended June 30, 2024 are not yet complete. As a result,
there is a possibility that Nabors' final results will vary from
these preliminary estimates. Nabors currently expects that its
financial results will be within the ranges described above. It is
possible, however, that final results will not be within the ranges
currently estimated.
About Nabors
Bermuda-based Nabors Industries Ltd. (NYSE: NBR) owns and operates
land-based drilling rig fleets and provides offshore platform rigs
in the United States and several international markets. Nabors
also provides directional drilling services, tubular services,
performance software, and innovative technologies for its own rig
fleet and those of third parties.
Nabors Industries reported a net loss of $11.8 million for the year
ended December 31, 2023, a net loss of $307.22 million in 2022, a
net loss $543.69 million in 2021, a net loss of $762.85 million in
2020, a net loss of $680.51 million in 2019, a net loss of $612.73
million in 2018, and a net loss of $540.63 million in 2017. As of
March 31, 2024, the Company had $4.64 billion in total assets,
$3.37 billion in total liabilities, and $522.82 million in total
stockholders' equity.
* * *
In September 2023, Egan-Jones Ratings Company upgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Nabors Industries, Inc. to CCC+ from CCC-.
In March 2024, S&P Global Ratings revised its outlook to stable
from positive and affirmed its 'B-' issuer credit rating on Nabors
Industries Ltd. At the same time, S&P affirmed its 'B-' issue-level
rating on the company's senior priority guaranteed notes with
recovery rating of '3' and 'CCC' issue-level rating on the
company's priority guaranteed notes with recovery rating of '6'.
The stable outlook reflects S&P's expectation for the company's
operating performance, industry fundamentals, near-term debt
maturity profile, and credit metrics to remain appropriate for the
'B-' issuer credit rating. The outlook revision reflects S&P's
expectation of reduced free cash flow generation and lower than
anticipated debt reduction.
In July 2024, S&P Global Ratings assigned its 'CCC' issue-level
rating and '6' recovery rating to Bermuda-based drilling contractor
Nabors Industries Ltd.'s proposed $550 million senior guaranteed
notes due 2031. The company's subsidiary, Nabors Industries Inc.
will issue the notes. The '6' recovery rating indicates its
expectation of negligible (0%-10%; rounded estimate: 0%) recovery
of principal by creditors in the event of a payment default.
NEXT LEVEL: Saratoga Marks $2.4MM Loan at 22% Off
-------------------------------------------------
Saratoga Investment Corp has marked its $2,448,323 loan extended to
Next Level Apparel, Inc to market at $1,915,813 or 78% of the
outstanding amount, as of May 31, 2024, according to a disclosure
contained in Saratoga's Amended Form 10-Q for the Quarterly period
ended May 31, 2024, filed with the Securities and Exchange
Commission.
Saratoga is a participant in a Term Loan to Next Level Apparel,
Inc. The Loan accrues interest at a rate of 12.92% (1M USD SOFR+
7.5%, 1% Floor) per annum. The loan matures on August 9, 2026.
Saratoga is a non-diversified closed end management investment
company incorporated in Maryland that has elected to be treated and
is regulated as a business development company under the Investment
Company Act of 1940, as amended. The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial
public offering on March 28, 2007. The Company has elected, and
intends to qualify annually, to be treated for U.S. federal income
tax purposes as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended.
Saratoga is led by Christian L. Oberbeck, Founder, Chief Executive
Officer; and Henri J. Steenkamp, Chief Financial Officer and Chief
Compliance Officer. The Fund can be reach through:
Christian L. Oberbeck
Saratoga Investment Corp
535 Madison Avenue
New York, New York 10022
Tel. No.: (212) 906-7800
Designer and manufacturer of clothing line intended for
customization. The company offers fabric blends and a range of
tops, enabling promotional product companies and decorators to
create comfortable apparel for their clients.
NUSTAR ENERGY: Moody's Withdraws 'Ba1' Corporate Family Rating
--------------------------------------------------------------
Moody's Ratings has withdrawn all ratings at NuStar Energy L.P.
(NuStar Energy), including its Ba1 Corporate Family Rating and
Ba1-PD Probability of Default Rating, and changed the outlook to
rating withdrawn from stable. The Ba1 senior unsecured notes
ratings at NuStar Logistics, L.P. (NuStar Logistics) remain
unchanged.
RATINGS RATIONALE
Moody's withdrew NuStar Energy's ratings because there are no
longer any rated obligations at NuStar Energy. On June 3, NuStar
Energy redeemed its Series A, Series B, and Series C preferred
equity in connection with its acquisition by Sunoco LP (Sunoco, Ba1
stable), completed on May 3.
On May 31, Sunoco guaranteed NuStar Logistics' senior unsecured
notes and the Ba1 ratings of these notes are based solely on the
guarantees provided by Sunoco. On June 3, NuStar Logistics redeemed
its subordinated notes. On July 15, Sunoco guaranteed five series
of Gulf Opportunity Zone Revenue Bonds (GoZone bonds) issued by the
Parish of St. James, Louisiana. The Ba1 ratings of these GoZone
Bonds are based solely on the guarantees provided by Sunoco.
NuStar Energy and NuStar Logistics no longer provide separate
financial reporting and are therefore no longer subject to separate
analysis.
Sunoco, headquartered in Dallas, Texas, is a diversified midstream
master limited partnership with a large motor fuel distribution
network and crude oil, refined products, renewable fuels, and
ammonia pipeline, storage and terminalling operations. Energy
Transfer LP (ET, Baa2 stable) owns Sunoco's general partner. ET
also owns Sunoco limited partner interests.
OLYMPIA INVESTMENTS: Taps Cole Goodson as Special Counsel
---------------------------------------------------------
Olympia Investments, Inc. and Tsintolas Investments, Inc. seek
approval from the U.S. Bankruptcy Court for the District of
Columbia to hire Cole, Goodson & Associates, LLC as special counsel
for D.C. landlord/tenant matter.
The firm will be paid at these rates:
Partners $250 per hour
Associates $225 per hour
Senior Staff $125 per hour
Staff $75 per hour
Timothy Cole, member of Cole, Goodson & Associates, assured the
court that his firm represents no adverse interest to the Debtors
or their estates.
The firm can be reached through:
Timothy Cole, Esq.
Goodson & Associates, LLC
East West Highway, Suite
Bethesda, MD 20814
Phone: (240) 204-8081
About Olympia Investments, Inc.
Olympia Investments, Inc. is primarily engaged in renting and
leasing real estate properties.
Olympia Investments, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Col. Case No.
24-00158) on May 7, 2024, listing $10 million to $50 million in
assets and $1 million to $10 million in liabilities. The petition
was signed by Efstratios Tsintolas as president.
Stephen A. Metz, Esq. at OFFIT KURMAN, P.A. represents the Debtor
as counsel.
OLYMPIA INVESTMENTS: Taps Richard S. Basile as Special Counsel
--------------------------------------------------------------
Olympia Investments, Inc. and Tsintolas Investments, Inc. seek
approval from the U.S. Bankruptcy Court for the District of
Columbia to hire The Law Office of Richard S. Basile, as special
counsel for Maryland landlord/tenant matters.
The Debtors propose to compensate Basile by $100 per filing plus
the court fees and electronic filing fees of 23.80. Each additional
tenant is 5.09. Writs are $43.80 per filing.
Richard Basile, Esq., a partner at Richard Basile, P.A., disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Richard Basile, Esq.
Richard Basile, P.A.
6305 Ivy Lane, Suite 510
Greenbelt, MD 20770
Tel: (301) 441-4900
Fax: (401) 441-2404
Email: rearsb@gmail.com
About Olympia Investments, Inc.
Olympia Investments, Inc. is primarily engaged in renting and
leasing real estate properties.
Olympia Investments, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Col. Case No.
24-00158) on May 7, 2024, listing $10 million to $50 million in
assets and $1 million to $10 million in liabilities. The petition
was signed by Efstratios Tsintolas as president.
Stephen A. Metz, Esq. at OFFIT KURMAN, P.A. represents the Debtor
as counsel.
ORENGO AIR: Hires Jaqueline I Rivera Gonzalez as Accountant
-----------------------------------------------------------
Orengo Air Corporation seeks approval from the U.S. Bankruptcy
Court for the District of Puerto Rico to hire Jaqueline I Rivera
Gonzalez as its accountant.
The accountant will render these services:
a. review of accounting records for preparation of month and
year end accounting and financial reports;
b. prepare monthly reconciliations of all bank accounts;
c. accumulate payroll transactions to produce quarterly and
annual payroll tax returns; and
d. prepare liquidation analysis, financial projections, claim
reconciliation and related financial documents as support for a
Plan of Reorganization.
Ms. Gonzalez will charge a fee of $500 monthly.
Ms. Gonzalez assured the court that she is a disinterested party
within the provisions of 11 USC sec. 101(14).
The accountant can be reached through:
Jaqueline I Rivera Gonzalez
P.O. Box 9074
Ponce, PR 00732
Tel: (787) 843-1679
About Orengo Air Corporation
Orengo Air Corporation filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No.
24-01434) on April 9, 2024, listing $2,366,403 in assets and
$5,312,448 in liabilities. The petition was signed by Luis D.
Torres Orengo as president. Jose M Prieto Carballo, Esq. at JPC LAW
OFFICES represents the Debtor as counsel.
OVIEDO-CLERMONT ROOFING: Taps Strombeck Consulting as Accountant
----------------------------------------------------------------
Oviedo-Clermont Roofing Inc. seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Strombeck Consulting, Inc. as its accountant.
The firm will be preparing the Debtor's annual federal income tax
returns, general accounting, and tax consulting services.
The firm will charge $8,500 per year.
Strombeck Consulting does not hold any interest adverse to the
Debtor’s estate; and is a "disinterested person" as defined
within Sec. 101(14) of the Bankruptcy Code.
The firm can be reached through:
Ben Strombeck, CPA
Strombeck Consulting, Inc.
150 Terra Mango Loop
Orlando, FL, 32835
Tel: (407) 522-0123
About Oviedo-Clermont Roofing
Oviedo-Clermont Roofing, Inc. is a family-owned construction and
roofing company.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02058) on April 26,
2024. In the petition signed by Richard G. Moriarty, III,
president, the Debtor disclosed up to $10 million in both assets
and liabilities.
Judge Lori V. Vaughan oversees the case.
Justin M. Luna, Esq., at Latham Luna Eden & Beaudine LLP represents
the Debtor as legal counsel.
PATHWAY PARTNERS: Saratoga Marks $480,303 Loan at 22% Off
---------------------------------------------------------
Saratoga Investment Corp has marked its $480,303 loan extended to
Pathway Partners Vet Management Company LLC to market at $374,771
or 78% of the outstanding amount, according to a disclosure
contained in Saratoga's Amended Form 10-Q for the Quarterly period
ended May 31, 2024, filed with the Securities and Exchange
Commission.
Saratoga is a participant in a Term Loan to Pathway Partners Vet
Management Company LLC. The Loan accrues interest at a rate of
9.19% (1M USD SOFR+ 3.75%) per annum. The loan matures on March 31,
2027.
Saratoga is a non-diversified closed end management investment
company incorporated in Maryland that has elected to be treated and
is regulated as a business development company under the Investment
Company Act of 1940, as amended. The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial
public offering on March 28, 2007. The Company has elected, and
intends to qualify annually, to be treated for U.S. federal income
tax purposes as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended.
Saratoga is led by Christian L. Oberbeck, Founder, Chief Executive
Officer; and Henri J. Steenkamp, Chief Financial Officer and Chief
Compliance Officer. The Fund can be reach through:
Christian L. Oberbeck
Saratoga Investment Corp
535 Madison Avenue
New York, New York 10022
Tel. No.: (212) 906-7800
Pathway Partners Vet Management Company LLC provides veterinary
services.
PEGASUS RESTAURANT: Taps Arthur Lander C.P.A. P.C. as Accountant
----------------------------------------------------------------
Pegasus Restaurant Group, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Virginia to hire
Arthur Lander, C.P.A., P.C. as accountant.
The firm's services include:
a. compiling books and records;
b. preparing and filing all necessary tax returns on behalf of
the debtor-in-possession;
c. advising Debtor of his duties and responsibilities under
the Internal Revenue Code; work with the Debtor in assessing the
Debtor's financial condition; and
d. preparing monthly reports, and other matters that arise in
the administration of this Chapter 11 case in bankruptcy relating
to accounting matters.
The firm will be paid at these rates:
Arthur Lander C.P.A $510 per hour
Chris Mueller $200 per hour
Scott Johnson $170 per hour
Preparation of the monthly report is charge at $200 a month.
Arthur Lander, C.P.A., P.C. does not represent or hold any interest
adverse to the Debtor or its estate, according to court filings.
The accountant can be reached through:
Arthur Lander, C.P.A
Arthur Lander, C.P.A., P.C.
300 N Washington St # 104
Alexandria, VA 22314
Phone: (703) 486-0700
Email: cpa@arthurlander.com
About Pegasus Restaurant
Pegasus Restaurant Group, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 24-11072) on
June 12, 2024, with $50,001 to $100,000 in assets and $500,001 to
$1 million in liabilities.
Richard G. Hall, Esq., represents the Debtor as legal counsel.
PHYSICIAN PARTNERS: Saratoga Marks $2.9MM Loan at 25% Off
---------------------------------------------------------
Saratoga Investment Corp has marked its $2,951,152 loan extended to
Physician Partners LLC to market at $2,217,791 or 75% of the
outstanding amount, according to a disclosure contained in
Saratoga's Amended Form 10-Q for the Quarterly period ended May 31,
2024, filed with the Securities and Exchange Commission.
Saratoga is a participant in a Term Loan to Physician Partners LLC.
The Loan accrues interest at a rate of 9.56% (6M USD SOFR+ 4%, 0.5%
Floor) per annum. The loan matures on December 23, 2028.
Saratoga is a non-diversified closed end management investment
company incorporated in Maryland that has elected to be treated and
is regulated as a business development company under the Investment
Company Act of 1940, as amended. The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial
public offering on March 28, 2007. The Company has elected, and
intends to qualify annually, to be treated for U.S. federal income
tax purposes as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended.
Saratoga is led by Christian L. Oberbeck, Founder, Chief Executive
Officer; and Henri J. Steenkamp, Chief Financial Officer and Chief
Compliance Officer. The Fund can be reach through:
Christian L. Oberbeck
Saratoga Investment Corp
535 Madison Avenue
New York, New York 10022
Tel. No.: (212) 906-7800
Physician Partners LLC (dba Better Health Group) is a value-based
primary care physician group and managed service organization (MSO)
network that services over 250,000 members, with over 1,000
providers and 111 owned centers. Private equity firm, Kinderhook
Industries, is an investor in Better Health Midco, LLC with LTM
revenue as of June 30, 2023 of approximately $1.1 billion.
QUANTUM MATERIALS: Hires Smeberg Law Firm as Legal Counsel
----------------------------------------------------------
Quantum Materials Corp. seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to hire The Smeberg Law
Firm, PLLC as its counsel.
The firm will give the Debtor legal advice with respect to the
Case, the Debtor's powers and duties as Debtor-in-Possession and
management of the Debtor's property, and to perform all legal
services for the Debtor-in-Possession that may be necessary.
The hourly rates of the firm's counsel and staff are as follows:
Ronald J. Smeberg, Esq. $450
Non Partner Attorneys $375
Associate Attorneys $300
Accounting Professionals $250
Legal Assistants/Paralegals $175
The firm received a retainer in the amount of $25,000.
In addition, the firm will seek reimbursement for expenses
incurred.
Ronald Smeberg, Esq., an attorney at The Smeberg Law Firm,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Ronald J. Smeberg, Esq.
The Smeberg Law Firm, PLLC
4 Imperial Oaks
San Antonio, TX 78248
Tel: (210) 695-6684
Fax: (210) 598-7357
Email: ron@smeberg.com
About Quantum Materials Corp.
Founded in 2007, Quantum Materials is the leading manufacturer of
Quantum Dots for use in many consumer, business and industrial
applications.
Quantum Materials Corp. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No.
24-10717) on June 25, 2024, listing $500,000 to $1 million in
assets and $10 million to $50 million in liabilities. The petition
was signed by Stephen Squires as president.
Judge Shad Robinson presides over the case.
Ronald Smeberg, Esq. at THE SMEBERG LAW FIRM represents the Debtor
as counsel.
QUEST BORROWER: Saratoga Marks $1.9MM Loan at 26% Off
-----------------------------------------------------
Saratoga Investment Corp has marked its $1,965,000 loan extended to
Quest Borrower Limited to market at $1,457,794 or 74% of the
outstanding amount, according to a disclosure contained in
Saratoga's Amended Form 10-Q for the Quarterly period ended May 31,
2024, filed with the Securities and Exchange Commission.
Saratoga is a participant in a Term Loan to Quest Borrower Limited.
The Loan accrues interest at a rate of 9.73% (3M USD SOFR+ 4.25%,
0.5% Floor) per annum. The loan matures on February 1, 2029.
Saratoga is a non-diversified closed end management investment
company incorporated in Maryland that has elected to be treated and
is regulated as a business development company under the Investment
Company Act of 1940, as amended. The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial
public offering on March 28, 2007. The Company has elected, and
intends to qualify annually, to be treated for U.S. federal income
tax purposes as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended.
Saratoga is led by Christian L. Oberbeck, Founder, Chief Executive
Officer; and Henri J. Steenkamp, Chief Financial Officer and Chief
Compliance Officer. The Fund can be reach through:
Christian L. Oberbeck
Saratoga Investment Corp
535 Madison Avenue
New York, New York 10022
Tel. No.: (212) 906-7800
Quest Borrower Limited is part of the High Tech Industries.
R&LS INVESTMENTS: Seeks Approval to Hire ClaytonWolf as Expert
--------------------------------------------------------------
R&LS Investments, Inc. seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ ClaytonWolf
as an expert for plan confirmation and contested matters.
The firm will render these services:
a. provide (i) a current valuation and financial analysis of
the Debtor, (ii) a FMV Valuation Summary Report which shall also
include a liquidation value of the Debtor, and (iii) a three-year
income proforma statement of the Debtor;
b. If necessary, provide (i) general business advisement, (ii)
business strategic advisement, (iii) advisement on all matters
related to the Debtor’s FMV, and (iv) strategic advisement,
consultation and preparation related to pertinent legal matters
against the Debtor; and
c. if necessary, participate in scheduled depositions and any
required court appearances.
ClaytonWolf will charge the Debtor fees on an hourly basis of $650
per hour. The Debtor shall also reimburse CW for all reasonable
actual out-of-pocket expenses, including travel costs.
As disclosed in the court filings, ClaytonWolf is a "disinterested
person" within the meaning of 11 U.S.C. 101(14).
The firm can be reached through:
Brad H. Clayton
ClaytonWolf
Industrious, 222 S. Mill Ave., Ste. 44
Tempe, AZ, 85281
Tel: (480) 620-5000
Email: admin@claytonwolf.com
About R&LS Investments
R&LS Investments, Inc., is a real estate brokerage business.
R&LS Investments filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-14467) on July
18, 2023, with $500,000 to $1 million in assets and $1 million to
$10 million in liabilities. Richard Cunningham, operating
principal, signed the petition.
Judge Julia W. Brand oversees the case.
John-Patrick M. Fritz, Esq., at Levene, Neale, Bender, Yoo &
Golubchik, LLP is the Debtor's legal counsel.
RACKSPACE TECHNOLOGY: Saratoga Marks $2.9MM Loan at 55% Off
-----------------------------------------------------------
Saratoga Investment Corp has marked its $2,936,992 loan extended to
Rackspace Technology Global, Inc to market at $1,308,812 or 45% of
the outstanding amount, according to a disclosure contained in
Saratoga's Amended Form 10-Q for the Quarterly period ended May 31,
2024, filed with the Securities and Exchange Commission.
Saratoga is a participant in a Term Loan to Rackspace Technology
Global, Inc. The Loan accrues interest at a rate of 8.19% (1M USD
SOFR+ 2.75%, 0.75% Floor) per annum. The loan matures on May 15,
2028.
Saratoga is a non-diversified closed end management investment
company incorporated in Maryland that has elected to be treated and
is regulated as a business development company under the Investment
Company Act of 1940, as amended. The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial
public offering on March 28, 2007. The Company has elected, and
intends to qualify annually, to be treated for U.S. federal income
tax purposes as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended.
Saratoga is led by Christian L. Oberbeck, Founder, Chief Executive
Officer; and Henri J. Steenkamp, Chief Financial Officer and Chief
Compliance Officer. The Fund can be reach through:
Christian L. Oberbeck
Saratoga Investment Corp
535 Madison Avenue
New York, New York 10022
Tel. No.: (212) 906-7800
Rackspace Technology Global, Inc., supports and manages cloud
platforms, as well as offers managed hosting, colocation, security,
data processing, and enterprise application development.
RESEARCH NOW: Saratoga Marks $4.2MM Loan at 26% Off
---------------------------------------------------
Saratoga Investment Corp has marked its $4,241,580 loan extended to
Research Now Group, Inc to market at $3,154,082 or 74% of the
outstanding amount, according to a disclosure contained in
Saratoga's Amended Form 10-Q for the Quarterly period ended May 31,
2024, filed with the Securities and Exchange Commission.
Saratoga is a participant in a Term Loan to Research Now Group,
Inc. The Loan accrues interest at a rate of 11.09% (3M USD SOFR+
5.5%, 1% Floor) per annum. The loan matures on December 20, 2024.
Saratoga is a non-diversified closed end management investment
company incorporated in Maryland that has elected to be treated and
is regulated as a business development company under the Investment
Company Act of 1940, as amended. The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial
public offering on March 28, 2007. The Company has elected, and
intends to qualify annually, to be treated for U.S. federal income
tax purposes as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended.
Saratoga is led by Christian L. Oberbeck, Founder, Chief Executive
Officer; and Henri J. Steenkamp, Chief Financial Officer and Chief
Compliance Officer. The Fund can be reach through:
Christian L. Oberbeck
Saratoga Investment Corp
535 Madison Avenue
New York, New York 10022
Tel. No.: (212) 906-7800
Headquartered in Plano, Texas, Research Now Group, LLC (formerly
Research Now Group, Inc.) and its subsidiary Dynata, LLC (formerly
Survey Sampling International, LLC), provide data collection
services through online, mobile and offline surveys used by market
research firms, consulting firms and corporate customers.
S&W SEED: Extends Maturity of MFP Loan to Nov. 30
-------------------------------------------------
S&W Seed Company disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that the Company entered into a
Fourth Amendment to Subordinate Loan and Security Agreement with
MFP Partners L.P., amending the Company's Subordinate Loan and
Security Agreement, dated September 22, 2022, with MFP, to"
(i) extend the maturity date of the letter of credit to
November 30, 2024, and
(ii) extend the maturity date of the MFP Loan Agreement to May
31, 2025. Except as modified by the MFP Amendment, all terms and
conditions of the MFP Loan Agreement remain in full force and
effect.
About S&W Seed Co.
Longmont, Colo.-based S&W Seed Company is a global multi-crop,
middle-market agricultural company that is principally engaged in
breeding, growing, processing and selling agricultural seeds. The
Company operates seed cleaning and processing facilities, which are
located in Texas, New South Wales and South Australia. The
Company's seed products are primarily grown under contract by
farmers. The Company is currently focused on growing sales of their
proprietary and traited products specifically through the expansion
of Double TeamTM for forage and grain sorghum products, improving
margins through pricing and operational efficiencies, and
developing the camelina market via a recently formed partnership.
As of March 31, 2024, the Company had $133.2 million in total
assets, $76.4 million in total liabilities, and total stockholders'
equity of $51.2 million.
S&W Seed cautioned in its Form 10-Q Report for the quarterly period
ended December 31, 2023, that its operating and liquidity factors
raise substantial doubt regarding the Company's ability to continue
as a going concern. According to the Company, it is not profitable
and has recorded negative cash flows for the last several years.
For the six months ended December 31, 2023, the Company reported a
net loss of $12.5 million. While the Company did report net
cashprovided by operations of $1.4 million for the six months ended
December 31, 2023, it expects this to be negative in fiscal 2024.
The positive cash flow in operations for the six months ended
December 31, 2023, was largely due to changes in operating assets
and liabilities. As of December 31, 2023, the Company had cash on
hand of $1.1 million. The Company had $2.4 million of unused
availability from its working capital facilities as of December 31,
2023.
Additionally, the Company's Amended and Restated Loan and Security
Agreement, or the Amended CIBC Loan Agreement, with CIBC Bank USA,
or CIBC, and its debt facilities with National Australia Bank, or
NAB, under the NAB Finance Agreement, contain various operating and
financial covenants. Adverse geopolitical and macroeconomic events
and other factors affecting the Company's results of operations
have increased the risk of the Company's inability to comply with
these covenants, which could result in acceleration of its
repayment obligations and foreclosure on its pledged assets. The
Amended CIBC Loan Agreement as presently in effect requires the
Company to meet minimum adjusted EBITDA levels on a quarterly basis
and the NAB Finance Agreement includes an undertaking that requires
the Company to maintain a net related entity position of not more
than USD$18.5 million and a minimum interest cover ratio at each
fiscal year-end. As of December 31, 2023, the Company was in
compliance with the CIBC minimum adjusted EBITDA covenant as well
as the NAB net related entity position covenant. While the Company
was in compliance with these covenants, there can be no assurance
the Company will be successful in meeting its covenants or securing
future waivers or amendments from its lenders. Currently, the
Company does not expect to meet certain of these covenants in
fiscal 2024. If the Company is unsuccessful in meeting its
covenants or securing future waivers or amendments from its lenders
and cannot obtain other financing, it may need to reduce the scope
of its operations, repay amounts owed to its lenders or sell
certain assets. Further, if the Company cannot renew or obtain
other financing when its two major debt facilities with CIBC and
NAB expire on August 31, 2024, and March 31, 2025, respectively, it
may need to reduce the scope of its operation.
SC HEALTHCARE: Seeks to Extend Plan Exclusivity to Nov. 15
----------------------------------------------------------
SC Healthcare Holding, LLC, and affiliates asked the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusivity periods to file a plan of reorganization and obtain
acceptance thereof to November 15, 2024 and January 14, 2025,
respectively.
Since the Petition Date, the Debtors have worked diligently to
ensure a smooth transition into chapter 11 while preserving and
maximizing the value of the Debtors' estates for the benefit of all
stakeholders.
The Debtors claim that extensive resources have been required of
the Debtors and their professionals to obtain the results achieved
in these Chapter 11 Cases to date. Given the substantial progress
and results the Debtors have achieved to date in these Chapter 11
Cases, the Debtors' need to focus significant efforts towards
resolving the Receivership Cases, and this being the first
requested extension of the Exclusive Periods, the Debtors submit
that the requested extensions are both appropriate and necessary to
afford the Debtors sufficient time to adequately negotiate and
prepare a viable chapter 11 plan and related disclosure statement.
The Debtors explain that since commencing these Chapter 11 Cases,
the sale process required significant effort from the Debtors and
their advisors. Those efforts required multi-party negations with
the Debtors' lenders (including prepetition lenders and the
debtor-in-possession lender (the "DIP Lender")), the Committee,
U.S. Trustee, and other interested parties. Obtaining approval of
the sales and completing the other tasks attendant to operating
during chapter 11 required the full attention of the Debtors, their
employees, and their professional advisors.
Since commencement of these Chapter 11 Cases, the Debtors have
endeavored to establish and maintain cooperative working
relationships with their creditor constituencies. Importantly, the
Debtors are not seeking the extension of the Exclusive Periods to
delay administration of these Chapter 11 Cases or to exert pressure
on their creditors but, rather, to continue the orderly, efficient,
and cost-effective chapter 11 process. Thus, the Debtors submit
that this factor also weighs in favor of the requested extension of
the Exclusive Periods.
In addition, termination of the Exclusive Periods would adversely
impact the administration of these Chapter 11 Cases. If the Court
were to deny the Debtors' request for an extension of the Exclusive
Periods, upon the expiration of the Exclusive Filing Period, any
party in interest would be free to propose a chapter 11 plan for
the Debtors and solicit acceptances thereof. Such a ruling could
foster a chaotic environment for the Debtors and their estates,
significantly delay the administration of these Chapter 11 Cases,
and otherwise impair the Debtors' ability to prosecute these
Chapter 11 Cases without any corresponding benefit to the Debtors'
estates and creditors.
Counsel for the Debtors:
Andrew L. Magaziner, Esq.
Shella Borovinskaya, Esq.
Carol E. Cox, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
E-mail: amagaziner@ycst.com
sborovinskaya@ycst.com
ccox@ycst.com
- and -
Daniel J. McGuire, Esq.
Gregory M. Gartland, Esq.
WINSTON & STRAWN LLP
35 W. Wacker Drive
Chicago, IL 60601
Tel: (713) 651-2600
Fax: (312) 558-5700
Tel: (312) 558-5600
E-mail: dmcguire@winston.com
E-mail: ggartland@winston.com
- and -
Carrie V. Hardman, Esq.
200 Park Avenue
New York, New York 10166
Tel: (212) 294-6700
Fax: (212) 294-4700
E-mail: chardman@winston.com
About Petersen Health Care Inc.
SC Healthcare Holding, LLC, et al., comprise one of the largest
nursing home operators in the United States and work in partnership
with physicians, skilled nurses, and other health care providers in
order to provide various healthcare and rehabilitation services for
elderly citizens in Illinois, Missouri, and Iowa.
SC Healthcare Holding, LLC, and its affiliates, including Petersen
Health Care, Inc., sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10443) on March
20, 2024. In the petition signed by David R. Campbell as authorized
signatory, SC Healthcare disclosed up to $100 million to $500
million in assets and $100 million to $500 million in liabilities.
Judge Hon. Thomas M. Horan oversees the case.
Young Conaway Stargatt & Taylor, LLP, and Winston & Strawn LLP,
serve as the Debtors' legal counsel.
SITEL WORLDWIDE: Saratoga Marks $1.9MM Loan at 22% Off
------------------------------------------------------
Saratoga Investment Corp has marked its $1,950,000 loan extended to
Sitel Worldwide Corporation to market at $1,529,405or 78% of the
outstanding amount, according to a disclosure contained in
Saratoga's Amended Form 10-Q for the Quarterly period ended May 31,
2024, filed with the Securities and Exchange Commission.
Saratoga is a participant in a USD Term Loan to Sitel Worldwide
Corporation. The Loan accrues interest at a rate of 9.19% (1M USD
SOFR+ 3.75%, 0.5% Floor) per annum. The loan matures on August 28,
2028.
Saratoga is a non-diversified closed end management investment
company incorporated in Maryland that has elected to be treated and
is regulated as a business development company under the Investment
Company Act of 1940, as amended. The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial
public offering on March 28, 2007. The Company has elected, and
intends to qualify annually, to be treated for U.S. federal income
tax purposes as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended.
Saratoga is led by Christian L. Oberbeck, Founder, Chief Executive
Officer; and Henri J. Steenkamp, Chief Financial Officer and Chief
Compliance Officer. The Fund can be reach through:
Christian L. Oberbeck
Saratoga Investment Corp
535 Madison Avenue
New York, New York 10022
Tel. No.: (212) 906-7800
Provider of business process outsourcing services designed for
customer care. The company's business process outsourcing services
includes customer acquisition, back-office processing, collections,
and technical support, enabling their clients to meet their sales
management needs.
SOLUNA HOLDINGS: Soluna Cloud Increases AI Funding to $13.75MM
--------------------------------------------------------------
Soluna Holdings, Inc. announced that its subsidiary, Soluna Cloud,
has raised additional funding to increase its new credit facility
by $1.25 million, bringing the total to $13.75 million for its AI
business. The Company was advised in this follow-on round of
financing by BitOoda Technologies and Imperial Capital.
Previously, on June 24, 2024, Soluna Holdings, Inc. filed a Current
Report on Form 8-K, disclosing a Note Purchase Agreement dated June
20, 2024. This agreement involves Soluna AL CloudCo, LLC, a
Delaware limited liability company and indirect wholly owned
subsidiary of the Company, Soluna Cloud, Inc., a Nevada corporation
and indirect wholly owned subsidiary of the Company, and the
accredited investor named therein.
On July 12, 2024, the Company, CloudCo, Soluna Cloud and the
Existing Investor entered into a First Amendment to Note Purchase
Agreement, which amended the June SPA to permit CloudCo to issue
additional secured promissory notes in an aggregate principal
amount equal to $1,250,000 to additional accredited investors. The
Additional Notes are subject to the same terms and conditions set
forth in the Notes and have the credit support provided by the
Cloud Agreements and the Holdings Agreements.
As further inducement for the Additional Investors to purchase the
Additional Notes, Soluna Cloud will issue to each Additional
Investor a warrant exercisable within three years following the
effective date of the June SPA Amendment for a number of shares of
common stock of Soluna Cloud equal to the sum of: (a) 1.25% of
Soluna Cloud's issued and outstanding common stock as of the date
of the Warrants, divided by 0.9875, plus (b) 1.25% of each
Qualified Issuance, divided by 0.9875. For purposes of the
Warrants, "Qualified Issuance" means (y) each issuance of common
stock of Soluna Cloud during the period commencing on the day after
the date of the Warrants and ending on the earlier to occur of (i)
the conclusion of up to an additional $111,250,000 of capital
raised, whether in the form of debt, equity, mixed or otherwise, by
Soluna Cloud and its subsidiaries, and (ii) December 31, 2024, and
(z) the number of shares of common stock of Soluna Cloud issuable
upon the exercise or conversion of any convertible securities of
CloudCo issued during such period (other than certain issuances
pursuant to CloudCo's equity compensation plans).
This additional funding will be instrumental in advancing Soluna
Cloud's growth initiatives, enabling the Company to continue its
innovative approach to sustainable AI clouds and meet the
increasing demand for renewable-energy-powered, high-performance
computing solutions.
"We are grateful for the support of our new and existing investors,
and we are excited to drive forward with our mission to deliver
environmentally responsible computing solutions to enterprises,"
said John Belizaire, CEO of Soluna Holdings.
The convergence of AI and renewable energy positions Soluna Cloud
at the forefront of solving the world's wasted energy problems
while delivering cutting-edge AI solutions.
For more information about Soluna Cloud, please visit
https://www.solunacloud.com.
More information about the financing can be found in the Company's
upcoming 8-Ks.
About Soluna Holdings
Headquartered in Albany, New York, Soluna designs, develops, and
operates digital infrastructure that transforms surplus renewable
energy into global computing resources. The Company's modular data
centers can co-locate with wind, solar, or hydroelectric power
plants and support compute intensive applications including Bitcoin
Mining, Generative AI, and Scientific Computing. This pioneering
approach to data centers helps energize a greener grid while
delivering cost-effective and sustainable computing solutions.
As of March 31, 2024, the Company had $90.6 million in total
assets, $41.8 million in total liabilities, and $48.9 million in
total stockholders' equity.
The Company was in a net loss, has negative working capital, and
has significant outstanding debt as of March 31, 2024. These
factors, among others, indicate that there is substantial doubt
about the Company's ability to continue as a going concern within
one year after issuance of the Companys condensed financial
statements, according to the Company's Quarterly Report for the
period ended March 31, 2024.
SPHERE 3D: Issues June 2024 Operational Update
----------------------------------------------
Sphere 3D Corp. is providing a strategic and operational update for
June 2024.
Key Highlights:
* First batch of fleet upgrade has arrived
* 20.4 Bitcoin mined in June 2024
* Month-end deployed hash rate was 1.2 EH/s
Strategic Update:
The Company continues to proactively focus on the its future growth
through operational growth and strategic partnerships:
"As previously announced, our plan is to gradually take older
machines offline and replace them with the latest generation models
throughout the remainder of the year. We are progressing with our
fleet refresh by taking delivery of our first order of Bitmain
Antminer S21s, which we expect to be operational in the next week
or so. Our partners continue to assist with the divestiture of our
older-generation fleet, while also providing the Company with all
buying options for additional Bitmain Antminer S21s which the team
is currently evaluating."
"With a concentrated goal of merging with a company focused on
vertical integration, we are in the process of continuing
discussions with several potential partners."
"We continue to position the company for optimal outcomes by
focusing on reducing our exposure to third parties and renewing our
fleet. Our targeted M&A pursuits concentrating on vertical
integration capabilities is moving along smoothly. With all
transformations, things take time," explains Patricia Trompeter,
CEO of Sphere 3D. She adds, "Our debt-free status combined with
investments on our balance sheet are allowing us to transform the
company with sustained success and productivity in a cogent,
thoughtful way. We are excited as our first batch of new generation
Bitmain Antminer S21s have arrived and we hope to have them online
in the next week or two. We are looking forward to adding them to
the fleet in July."
Production:
"As we execute the fleet refresh, we expect continued volatility in
our Bitcoin production as machines come offline and are replaced
with newer generation machines. In the short term, we will
experience volatility with bitcoin production and energized
exahash. In the long term, we expect it to lead to greater gross
profits as we replace the fleet with more efficient machines. We
expect these growing pains will be worth it in the long run as we
transform the company."
"The operational issues with third party hosting sites are further
narrowing our focus to complete a merger where we can control our
operations."
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at:
https://tinyurl.com/2p3k5zfu
About Sphere 3D
Sphere 3D Corp. (NASDAQ: ANY) -- Sphere3D.com -- is a
cryptocurrency miner growing its industrial-scale Bitcoin mining
operation through the capital-efficient procurement of
next-generation mining equipment and partnering with best-in-class
data center operators. Sphere 3D is dedicated to growing
shareholder value while honoring its commitment to strict
environmental, social, and governance standards.
As of December 31, 2023, the Company had $45.7 million in total
assets, $5.3 million in total liabilities, and $26.5 million in
total shareholders' equity.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
March 13, 2024, citing that the Company has suffered recurring
losses from operations and does not expect to have sufficient
working capital to fund its operations that raise substantial doubt
about its ability to continue as a going concern.
SPHERE 3D: Responds To Misleading Gryphon Press Release
-------------------------------------------------------
Sphere 3D Corp. provided its response to a press release Gryphon
Digital Mining Inc. ("Gryphon") issued on July 17, 2024, in which
it claimed that "Sphere Concedes It Will No Longer Seek To Impose
Any Liability for Impersonation of Its CFO."
As reflected in the filings in the litigation with Gryphon,
Gryphon's press release is at best misleading: Gryphon has already
effectively compensated Sphere for the impersonation and conceded
its wrongdoing here, so Sphere has no need to "impose any liability
for impersonation of its CFO."
As detailed in Sphere's litigation in early 2023, Gryphon's CEO Rob
Chang fell victim to multiple spoofing attacks in which a spoofer
impersonated Sphere's CFO and tricked him into parting with
approximately $560,000 of Sphere's assets. Following the attacks,
Gryphon materially reimbursed Sphere, but did so "on a courtesy
basis, reserving all right"-i.e., Gryphon had not really reimbursed
Sphere at all and Sphere was still harmed. As such, Sphere brought
claims for damages. For its part, Gryphon asserted a negligence
claim against Sphere seeking recovery of its purported "repayment"
to Sphere.
In February 2024, however, Gryphon dismissed its negligence claim
against Sphere with prejudice, effectively conceding that it could
not seek compensation from Sphere in connection with the spoofing
incident and that Sphere was fully entitled to keep the
reimbursement from Gryphon for failure to protect Sphere's assets.
Moreover, we believe that we will be entitled to recover our
attorney's fees in connection with Gryphon's baseless negligence
claim. As such, there is no point to continuing to seek to impose
liability on Gryphon for the spoofing attack-once a runner wins a
race, she does not need to keep running.
The spoofing attack remains the subject of litigation, as it
presented one of the reasons Sphere terminated the MSA. The attack
could have been prevented had Gryphon exercised, among other
things, industry standard protocols.
Sphere continues to vigorously pursue its claims against Gryphon,
which it estimates to be well in excess of $25 million.
Sphere refers investors to its filings in the litigation for more
on the parties' positions. Sphere is represented by Tibor L. Nagy,
Jr. and Gregory N. Wolfe of Dontzin, Nagy & Fleissig LLP.
About Sphere 3D
Sphere 3D Corp. (NASDAQ: ANY) -- Sphere3D.com -- is a
cryptocurrency miner growing its industrial-scale Bitcoin mining
operation through the capital-efficient procurement of
next-generation mining equipment and partnering with best-in-class
data center operators. Sphere 3D is dedicated to growing
shareholder value while honoring its commitment to strict
environmental, social, and governance standards.
As of December 31, 2023, the Company had $45.7 million in total
assets, $5.3 million in total liabilities, and $26.5 million in
total shareholders' equity.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
March 13, 2024, citing that the Company has suffered recurring
losses from operations and does not expect to have sufficient
working capital to fund its operations that raises substantial
doubt about its ability to continue as a going concern.
SPIRIT AIRLINES: Director Richard Wallman Holds 2,000 Common Shares
-------------------------------------------------------------------
Richard F. Wallman, a director of Spirit Airlines, Inc., filed a
Form 3 Report with the U.S. Securities and Exchange Commission,
disclosing direct beneficial ownership of 2,000 shares of the
Company's common stock.
A full-text copy of Mr. Wallman's SEC report is available at:
https://tinyurl.com/2vn2p6kt
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.
ST. CHRISTOPHER'S: Taps Barclay Damon LLP as Bankruptcy Counsel
---------------------------------------------------------------
St. Christopher's Inc. and The McQuade Foundation seek approval
from the U.S. Bankruptcy Court for the Southern District of New
York to hire Barclay Damon LLP as its counsel.
The firm's services include:
a. analyzing the Debtor's financial situation, and rendering
advice to the Debtor regarding its obligations and responsibilities
after filing a petition in bankruptcy;
b. preparing and filing of any petition, schedules, statements
of financial affairs, and plan which may be necessary or
appropriate;
c. representing the Debtor at any and all meetings, including
meetings of creditors, bankruptcy court hearings, and any adjourned
meetings or hearings thereof;
d. giving the Debtor legal advice with respect to its powers
and duties as debtor-in-possession in the continued operation of
its business and management of its property;
e. advising the Debtor on the conduct of this Chapter 11 Case,
including all of the legal and administrative requirements of
operating in chapter 11;
f. conferring and negotiating with the United States Trustee,
the subchapter V trustee, representatives of the Debtor's
creditors, and other parties in interest on various issues as they
arise;
g. preparing, on behalf of the Debtor, pleadings in connection
with this Chapter 11 Case, including motions, applications,
answers, orders, reports, and papers necessary or otherwise
beneficial to the administration of the Debtor's estate;
h. advising the Debtor in connection with sales or other
disposition of its assets;
i. advising the Debtor in connection with any
debtor-in-possession financing;
j. representation of the Debtor in adversary proceedings and
other contested bankruptcy matters;
k. appearing before the Court and any appellate court to
represent the interests of the Debtor's estates;
l. taking any necessary action on behalf of the Debtor to
negotiate, prepare, and obtain confirmation of a chapter 11 plan
and all documents related thereto;
m. analyzing the Debtor's executory contracts and the
assumption, assumption and assignment, or rejection thereof;
n. advising the Debtor on corporate, litigation, tax,
employee, and other matters; and
o. performing all other legal services for the Debtor, as
debtor-in-possession, which may be necessary or appropriate.
The firm will be paid at these rates:
Partners $375 to $765 per hour
Counsel $345 to $425 per hour
Associates $285 to $340 per hour
Paraprofessionals $210 per hour
Janice Grubin, Esq., a partner at Barclay Damon, disclosed in court
filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Janice B. Grubin, Esq.
Scott L. Fleischer, Esq.
BARCLAY DAMON LLP
1270 Avenue of the Americas, Suite 501
New York, NY 10020
Telephone: (212) 784-5800
Email: jgrubin@barclaydamon.com
Email: sfleischer@barclaydamon.com
About St. Christopher's
St. Christopher's, Inc. is a residential treatment center providing
services to children with special needs. It empowers children and
youth with special needs with the social emotional coping skills
and strengths they need -- and the healthcare, mental health and
social support services they require -- to enter adulthood
confident and equipped to meet life's challenges and
opportunities.
St. Christopher's and The McQuade Foundation filed petitions under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 24-22373) on April 29, 2024. Heidi Sorvino, Esq., at
White and Williams, LLP serves as Subchapter V trustee.
At the time of the filing, St. Christopher's reported $10 million
to $50 million in assets and $1 million to $10 million in
liabilities while McQuade reported $1 million to $10 million in
both assets and liabilities.
Judge Sean H. Lane presides over the cases.
Janice B. Grubin, Esq., at Barclay Damon, LLP represents the
Debtors as legal counsel.
STARCO BRANDS: Joe Schimmelpfennig Appointed to Board of Directors
------------------------------------------------------------------
Starco Brands disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on May 14, 2024 -- the
Company, Ross Sklar, GV 2016, L.P., The Production Board, LLC, and
Andreessen Horowitz Fund IV, L.P., AH Parallel Fund III, L.P., and
a16z Seed-III, LLC, collectively the "Major Stockholders" --
entered into an amendment to that certain Voting Agreement, by and
between the Company, Sklar and the stockholders of the Company
listed on Schedule A thereto, filed to the Company's Quarterly
Report on Form 10-Q, filed with the Securities and Exchange
Commission on May 15, 2024.
Sklar and the Major Stockholders held, and currently hold, a
majority of all outstanding shares of the Company, and pursuant to
the Voting Agreement Amendment, the Stockholder Majority increased
the size of the Company's Board from three directors to seven
directors. In accordance with Section 3.4 of the Amended and
Restated Bylaws of the Company, the Board may fill newly created
directorships by majority vote of the then current directors of the
Board appointing persons to fill such directorships.
On July 12, 2024, in accordance with the Voting Agreement Amendment
and the Bylaws, the Board appointed Joe Schimmelpfennig to the
Board, bringing the number of Board members to four directors, with
three remaining vacancies to be filled by the Board.
Joe Schimmelpfennig is an experienced investment banking and
finance executive with more than 30 years of experience
successfully building and scaling a consumer investment banking
team as well as executing transactions. During that time, Mr.
Schimmelpfennig has successfully closed sell-side and buy-side M&A
transactions, minority equity and debt capital raises, and has lead
managed and co-managed public offerings for a number of companies
in the consumer sector.
Mr. Schimmelpfennig is currently the Head of Consumer Investment
Banking at D.A. Davidson, a middle market investment banking firm.
Prior to joining D.A. Davidson, Mr. Schimmelpfennig was the Head of
Investment Banking and the Consumer Group at Wunderlich Securities,
which was majority-owned and managed by Altamont Capital Partners
and acquired by B. Riley Financial in 2017.
Mr. Schimmelpfennig received his bachelor's degree in Business
Administration & Economics from Coe College.
About Starco Brands
Santa Monica, Calif.-based Starco Brands (OTCQB: STCB) --
starcobrands.com -- invents consumer products with
behavior-changing technologies that spark excitement. Starco Brands
identifies whitespaces across consumer product categories. Starco
Brands publicly trades on the OTCQB stock exchange so that retail
investors can invest in STCB alongside accredited individuals and
institutions.
As of December 31, 2023, the Company had $83.3 million in total
assets, $57.7 million in total liabilities, and $25.7 in total
stockholders' equity.
Irvine, Calif.-based Macias, Gini, and O'Connell LLP, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated April 3, 2024, citing that the Company has an
accumulated deficit of approximately $63.8 million at Dec. 31, 2023
including the impact of its net loss of approximately $46.4 million
for the year ended Dec. 31, 2023. Net cash proided by operating
activities was $0.7 million for the year ended Dec. 31, 2023. The
Company's ability to raise additional capital through the future
issuances of common stock and/or debt financing is unknown. The
obtainment of additional financing and the successful development
of the Company's contemplated plan of operations, to the attainment
of profitable operations are necessary for the Company to continue
operations. These conditions and the ability to successfully
resolve these factors raise substantial doubt about the Company's
ability to continue as a going concern.
STEWARD HEALTH: Forshey & Prostok Files Rule 2019 Statement
-----------------------------------------------------------
The law firm of Forshey & Prostok, LLP ("F&P") filed a verified
statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure to disclose that in the Chapter 11 cases Steward Health
Care System LLC and affiliates, the firm represents Regional
Professional Building, L.P.; S.K. Rao, M.D., P.A.; and Salesforce,
Inc. (the "Entities").
The Entities have a claim against one or more of the debtors, and
the nature of each Entity's claim is described in Exhibit A. F&P
represents each of these Entities individually. The Entities
represented by F&P do not constitute a committee of any kind.
F&P does not hold a disclosable economic interest in or against the
Debtors.
The Entities' address and the nature and amount of disclosable
economic interests held in relation to the Debtors are:
1. Regional Professional Building, L.P. (Unsecured
Creditor-Landlord)
2501 Jimmy Johnson Blvd.,
Suite 500, Port Arthur, TX
77640
* possible claim(s) under review
2. S.K. Rao, M.D., P.A. (Unsecured Creditor—Medical
professional)
2501 Jimmy Johnson Blvd.,
Suite 500, Port Arthur, TX
77640
* possible claim(s) under review
3. Salesforce, Inc. (Unsecured Creditor—Software application
services)
* possible claim(s) under review
The law firm can be reached at:
J. Robert Forshey, Esq.
Jeff P. Prostok, Esq.
Lynda L. Lankford, Esq.
FORSHEY & PROSTOK LLP
777 Main St., Suite 1550
Ft. Worth, TX 76102
Telephone: (817) 877-8855
Facsimile: (817) 877-4151
Email: bforshey@forsheyprostok.com
jprostok@forsheyprostok.com
llankford@forsheyprostok.com
About Steward Health Care
Steward Health Care System LLC owns and operates the largest
private physician-owned for-profit healthcare network in the U.S.
Headquartered in Dallas, Texas, Steward's operations include 31
hospitals in eight states, approximately 400 facility locations,
4,500 primary and specialty care physicians, 3,600 staffed beds,
and nearly 30,000 employees. Steward Health Care provides care to
more than two million patients annually.
Steward and 166 affiliated debtors filed chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024, in the
U.S. Bankruptcy Court for the Southern District of Texas, and the
Honorable Christopher M. Lopez oversees the proceeding.
Weil, Gotshal & Manges LLP is serving as the Company's legal
counsel. AlixPartners, LLP is providing financial advisory services
to the Company, and John Castellano of AlixPartners is serving as
the Company's Chief Restructuring Officer. Lazard Freres & Co. LLC,
Leerink Partners LLC, and Cain Brothers, a division of KeyBanc
Capital Markets Inc. are providing investment banking services to
the Company. McDermott Will & Emery is special corporate and
regulatory counsel for the company. Kroll is the claims agent.
SUPPLY SOURCE: Orrick & Klehr Harrison Represent the Committee
--------------------------------------------------------------
In the Chapter 11 case of Supply Source Enterprises, Inc., and
affiliates, the Official Committee of Unsecured Creditors filed a
verified statement in accordance with Rule 2019 of the Federal
Rules of Bankruptcy Procedure.
On June 3, 2024 (the "Formation Date"), the United States Trustee
for Region 3 appointed the Committee pursuant to Sections 1102(a)
and (b) of title 11 of the United States Code.
The Committee consists of the following five members: (i) Jiangsu
Bytech Medical Supplies Co., Ltd.; (ii) Xiantao Crosscare
Protective Products Co., Ltd.; (iii) Xiantao Deming Healthcare
Products Co., Ltd.; (iv) Hiten Nonwoven Healthcare Products (Hubei)
Ltd.; and (v) Xiantao Yilin Protective Products Co., Ltd.
The Committee retained Orrick, Herrington & Sutcliffe LLP as
counsel and Klehr Harrison Harvey Branzburg LLP as Delaware co
counsel on June 5, 2024.
The disclosable economic interests held by the members of the
Committee consist of trade claims arising from purchase orders
between the Debtors and the Committee members and the disclosed
amounts are as of the Formation Date unless otherwise specified.
During these cases, certain members of the Committee (i) received
payment on account of certain trade claims under section 503(b) of
the Bankruptcy Code pursuant to the Final Order (i) Authorizing the
Debtors to Pay Certain Prepetition Claims of Trade Claimants,
Foreign Claims, Lienholder Claims, and 503(b)(9) Claims, (ii)
Authorizing Banks to Honor and Process Check and Electronic
Transfer Requests Related Thereto, and (iii) Granting Related
Relief entered by the Court on June 13, 2024 and (ii) received
payment on account of certain postpetition goods and/or services
provided to the Debtors.
The Committee Members' address and the nature and amount of
disclosable economic interests held in relation to the Debtors
are:
1. Jiangsu Bytech Medical Supplies Co., Ltd. ("Jiangsu")
No. 88 Junshi Road,
Petroleum Equipment Industrial Park
Yancheng City Jiangsu Province,
224700 China
* General unsecured trade claim: $350,689.50
* Section 503(b)(9) trade claim: $180,018.50
* Administrative expense claims for postpetition goods and/or
services as of the Schedules
Date: Not less than $168,951.00
2. Xiantao Crosscare Protective Products Co., Ltd. ("Crosscare")
No. 168 Xinming Road Gaojiadu Village,
Xiantao City Hubei Province,
433000 China
* General unsecured trade claim: $423,822.01
* Administrative expense claims for postpetition goods and/or
services as of the Schedules
Date: Not less than $188,517.17
3. Xiantao Deming Healthcare Products Co., Ltd. ("Deming")
No. 198 Pengchang Ave.
Pengchang Town, Xiantao City
Hubei Province, 433018 China
* General unsecured trade claim: $390,486.25
* Administrative expense claims for postpetition goods and/or
services as of the Schedules
Date: Not less than $166,769.80
4. Hiten Nonwoven Healthcare Products (Hubei) Ltd. ("Hiten")
No. 29, South of Pengchang Ave.
Pengchang Town, Xiantao City
Hubei Province, 433018 China
* General unsecured trade claim: $378,271.60
5. Xiantao Yilin Protective Products Co., Ltd. ("Xianto Yilin")
No. 19 Jianshe Road Pengchang Ave.,
Xiantao City Hubei Province,
433000 China
* General unsecured trade claim: $292,538.33
* Section 503(b)(9) trade claim: $79,474.30
Proposed Counsel to the Official Committee of Unsecured Creditors:
Domenic E. Pacitti, Esq.
Richard M. Beck, Esq.
Sally E. Veghte, Esq.
Klehr Harrison Harvey Branzburg LLP
919 Market Street, Suite 1000
Wilmington, DE 19801-3062
Tel: (302) 426-1189
Email: dpacitti@klehr.com
rbeck@klehr.com
sveghte@klehr.com
-and-
Raniero D'Aversa, Esq.
Xiang Wang, Esq.
Mark Franke, Esq.
Brandon Batzel, Esq.
Orrick, Herrington & Sutcliffe LLP
51 West 52nd Street
New York, NY 10019-6142
Tel: (212) 506-5000
Fax: (212) 506-5151
Email: rdaversa@orrick.com
xiangwang@orrick.com
mfranke@orrick.com
bbatzel@orrick.com
About Supply Source Enterprises
Supply Source Enterprises Inc. --
https://hig.com/portfolio/supply-source-enterprises/ -- is a
virtual manufacturer of branded and private label personal
protective equipment and janitorial, safety, hygiene and sanitation
products. It is headquartered in Cleveland, Ohio.
Supply Source Enterprises and its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 24-11054) on May 21, 2024. In its petition, Supply Source
Enterprises reported $50 million to $100 million in assets and $100
million to $500 million in liabilities.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped McDermott Will & Emery, LLP and Potter Anderson
& Corroon, LLP as legal counsels; Thomas Studebaker of Triple P
RTS, LLC (a Portage Point affiliate) as chief restructuring
officer. Kurtzman Carson Consultants is the noting and claims
agent.
SUSHI ZUSHI: Seeks to Hire Passman & Jones as Special Counsel
-------------------------------------------------------------
Sushi Zushi of Texas, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to hire Passman & Jones, PC
as its special counsel.
The firm will advise and represent Debtor in matters related to
defense and prosecution of claims for Debtor in litigation
involving partnership disputes and collections.
The firm will charge $450 per hour for attorney time and $125 per
hour for paralegals.
Solely in regard to the Strategenic litigation, Passman & Jones, PC
receives $350 of its $450 hourly fee from Great American Insurance
pursuant to Debtor's director's policy coverage.
D. Hunter Polvi, Esq., an attorney at Passman & Jones, PC, assured
the court that his firm is a "disinterested person" as that term is
defined by 11 U.S.C. Sec. 101(14).
The firm can be reached through:
D. Hunter Polvi, Esq.
Passman & Jones, PC
1201 Elm Street, Suite 2500
Dallas, TX 75270-2599
Tel: (214) 698-3503
Email: polvih@passmanjones.com
About Sushi Zushi of Texas
Sushi Zushi of Texas, LLC operates an upscale casual dining
restaurant. Sushi Zushi balances traditional Japanese roots with
Latin American influences into an expansive menu far beyond the
ordinary.
Sushi Zushi of Texas, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No.
24-51147) on June 20, 2024, listing $100,000 to $500,000 in assets
and $1 million to $10 million in liabilities. The petition was
signed by Jason Kemp as manager.
Judge Michael M Parker presides over the case.
Ronald Smeberg, Esq. at THE SMEBERG LAW FIRM represents the Debtor
as counsel.
SVB FINANCIAL: Court Tosses Butler's $370,000 Claim
---------------------------------------------------
Chief Judge Martin Glenn of the United States Bankruptcy Court for
the Southern District of New York entered a Memorandum Opinion and
Order sustaining the third omnibus claims objection of SVB
Financial Group to proof of claim no. 841, a priority claim
asserted in the amount of $370,352.23, filed by pro se creditor
Toni Henderson Butler.
SVB seeks entry of an order disallowing and expunging the Butler
Claim from the Debtor's claims register in its entirety on "no
liability" grounds.
A hearing on the Claims Objection was held on April 9, 2024, and
the Court entered an order overruling the Claims Objection without
prejudice as it relates to the Butler Claim, among others.
On June 24, 2024, the Debtor filed a supplemental declaration
requesting that the objection to the Butler Claim should proceed
and that it be sustained.
Butler filed a response to the supplemental declaration on June 28,
2024, reiterating that the Butler Claim is enforceable against the
Debtor. A hearing on the Claims Objection as to the Butler Claim
was held on July 1, 2024. Butler did not appear.
The Debtor initially believed the Butler Claim related to awards or
balances under the Employee Stock Purchase Plan. Butler later
clarified, however, that the Claim actually relates to the Equity
Incentive Plan as opposed to the ESPP.
Based on a review of its books and records, the Debtor objects to
the Butler Claim on "no liability" grounds pursuant to section
502(b)(1) of the Bankruptcy Code, which provides that a claim may
not be allowed to the extent that "such claim is unenforceable
against the Debtor." Underlying the Debtor's position is its
contention that the Debtor is not liable for awards or balances
under the ESPP because, to the Debtor's knowledge, funds in the
ESPP have "already been returned by First Citizens Bank & Trust
Company to employees entitled to such funds."
The Debtor submits that inclusion of the Butler Claim, along with
other "no liability" claims, "unjustifiably encumbers the Debtor's
asset pool and hinders the equitable treatment of legitimate
creditors."
The Debtor, by establishing that Butler received all she was
entitled to receive, has offered sufficient evidence to refute and
overcome the prima facie validity of the Butler Claim, the Court
holds.
Butler, who now bears the burden to prove by a preponderance of the
evidence that her claim should be allowed, has not satisfied her
burden, the Court states. Therefore, grounds exist to sustain the
Claims Objection as it relates to the Butler Claim, the Court
concludes.
A copy of the Court's decision dated July 17, 2024, is available at
https://urlcurt.com/u?l=edtzKM
Attorneys for the Debtor:
James L. Bromley, Esq.
Andrew G. Dietderich, Esq.
Christian P. Jensen, Esq.
SULLIVAN & CROMWELL LLP
125 Broad Street
New York, NY 10004
E-mail: bromleyj@sullcrom.com
dietdericha@sullcrom.com
jensenc@sullcrom.com
About SVB Financial Group
SVB Financial Group is a financial services company focusing on the
innovation economy, offering financial products and services to
clients across the United States and in key international markets.
Prior to March 10, 2023, SVB Financial Group owned and operated
Silicon Valley Bank, a state-chartered bank. During the week of
March 6, 2023, Silicon Valley Bank, Santa Clara, CA, experienced a
severe "run-on-the-bank." On the morning of March 10, the
California Department of Financial Protection and Innovation seized
SVB and placed it under the receivership of the Federal Deposit
Insurance Corporation. SVB was the nation's 16th largest bank and
the biggest to fail since the 2008 financial meltdown.
On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 23-10367). The Debtor had
assets of $19,679,000,000 and liabilities of $3,675,000,000 as of
Dec. 31, 2022.
The Hon. Martin Glenn is the bankruptcy judge.
The Debtor tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Centerview Partners, LLC as investment banker; and Alvarez & Marsal
North America, LLC as restructuring advisor. William Kosturos, a
partner at Alvarez & Marsal, serves as the Debtor's chief
restructuring officer. Kroll Restructuring Administration, LLC, is
the claims and noticing agent and administrative advisor.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee tapped Akin Gump Strauss Hauer & Feld, LLP as bankruptcy
counsel; Cole Schotz P.C. as conflict counsel; Lazard Freres & Co.
LLC as investment banker; and Berkeley Research Group, LLC as
financial advisor.
SVB FINANCIAL: Davis Polk Files Supplemental Rule 2019 Statement
----------------------------------------------------------------
The law firm of Davis Polk & Wardwell LLP filed a third
supplemental verified statement pursuant to Rule 2019 of the
Federal Rules of Bankruptcy Procedure to disclose that in the
Chapter 11 case of SVB Financial Group, the firm represents the Ad
Hoc Group of Senior Noteholders.
In or around March 2023, a group formed by certain holders, or
investment advisors or managers acting on behalf of holders (each,
a "Member" and, together, the "Ad Hoc Group of Senior Noteholders")
of (i) 3.500% Senior Notes due 2025, (ii) 3.125% Senior Notes due
2030, (iii) 1.800% Senior Notes due 2031, (iv) 2.100% Senior Notes
due 2028, (v) 1.800% Senior Notes due 2026, (vi) 4.345% Senior
Fixed Rate/Floating Rate Notes due 2028 and (vii) 4.570% Senior
Fixed Rate/Floating Rate Notes due 2033 issued by the Debtor
pursuant to that certain Indenture, dated as of September 20, 2010
(as modified, supplemented or amended, including by that certain
First Supplemental Indenture, dated as of April 28, 2022, the
"Indenture"), by and between the Debtor and U.S. Bank Trust
Company, National Association (as successor in interest to U.S.
Bank National Association), as trustee, engaged Davis Polk to
represent it in connection with potential transactions with, or any
restructuring of, the Debtor.
As of the date of this Third Supplemental Statement, Davis Polk
jointly represents the Ad Hoc Group of Senior Noteholders and the
Trustee, as its special counsel in respect of the 2025 Senior
Notes, the 2030 Senior Notes, the 2031 Senior Notes, the 2028
Senior Notes, the 2026 Senior Notes, the 2028 Senior Fixed
Rate/Floating Rate Notes and the 2033 Senior Fixed Rate/Floating
Rate Notes. The Trustee is also represented by Seward & Kissel
LLP.
Each Member is aware of, and has consented to, Davis Polk's group
representation of the Ad Hoc Group of Senior Noteholders, and each
Member and the Trustee is aware of, and has consented to, Davis
Polk’s joint representation of the Ad Hoc Group of Senior
Noteholders and the Trustee. Davis Polk does not represent or
purport to represent any entities other than the Ad Hoc Group of
Senior Noteholders and the Trustee in connection with the Chapter
11 Case.
The Members of the Ad Hoc Group of Senior Noteholders' address and
the nature and amount of disclosable economic interests held in
relation to the Debtor are:
1. Certain funds and/or accounts, or subsidiaries of such
funds and/or accounts, managed, advised or controlled
by APOLLO INSURANCE SOLUTIONS GROUP LP
c/o Apollo Capital Management, L.P.
9 West 57th Street, 41st Floor
New York, NY 10019
* Shares of Series B Preferred Stock with an aggregate
liquidation preference of $16,750,000.00
* Shares of Series C Preferred Stock with an aggregate
liquidation preference of $20,000,000.00
* Shares of Series D Preferred Stock with an aggregate
liquidation preference of $22,000,000.00
2. BARCLAYS BANK PLC, solely in respect of its U.S.
Special Situations Trading Desk, and not any other
desk, unit, group, division or affiliate thereof, and
solely in respect of the U.S. Special Situations
Trading Desk's claims and interests
745 Seventh Avenue
New York, NY 10019
* $698,000.00 in aggregate principal amount of the
2025 Senior Notes
* $5,000,000.00 in aggregate principal amount of the 2030
Senior Notes
* $12,000.00 in aggregate principal amount of the 2028
Senior Notes
* $1,380,000.00 in aggregate principal amount of the
2026 Senior Notes
* $1,613,000.00 in aggregate principal amount of the
2028 Senior Fixed Rate/Floating Rate Notes
* $30,000.00 in aggregate principal amount of the
2033 Senior Fixed Rate/Floating Rate Notes
* Shares of Series A Preferred Stock with an aggregate
liquidation preference of $1,933,775.00
* Shares of Series B Preferred Stock with an aggregate
liquidation preference of $12,465,000.00
* Shares of Series C Preferred Stock with an aggregate
liquidation preference of $22,425,000.00
* Shares of Series D Preferred Stock with an aggregate
liquidation preference of $17,250,000.00
* Shares of Series E Preferred Stock with an aggregate
liquidation preference of $7,900,000.00
3. Certain funds and/or accounts, or subsidiaries of such
funds and/or accounts, managed, advised or controlled
by BARINGS LLC, or a subsidiary thereof
300 South Tryon Street Suite 2500
Charlotte, NC 28202
* $8,210,000.00 in aggregate principal amount of the
2025 Senior Notes
* $10,000,000.00 in aggregate principal amount of the
2026 Senior Notes
* Shares of Series B Preferred Stock with an aggregate
liquidation preference of $12,000,000.00
* Shares of Series D Preferred Stock with an aggregate
liquidation preference of $8,308,000.00
* Shares of Series E Preferred Stock with an aggregate
liquidation preference of $15,000,000.00
4. BOFA SECURITIES, INC., solely in respect of its Global
Credit and Special Situations Group, and not any other
desk, unit, group, division or affiliate thereof
One Bryant Park Floor 3
New York, NY 10036
* Other General Unsecured Claim: $6,902,386.00
* $25,884,000.00 in aggregate principal amount of the
2025 Senior Notes
* $8,658,000.00 in aggregate principal amount of the
2031 Senior Notes
* $3,092,000.00 in aggregate principal amount of the 2031
Senior Notes
* $25,958,000.00 in aggregate principal amount of the
2028 Senior Notes
* $32,420,000.00 in aggregate principal amount of the
2026 Senior Notes
* $3,062,000.00 in aggregate principal amount of the
2028 Senior Fixed Rate/Floating Rate Notes
* $2,437,000.00 in aggregate principal amount of the
2033 Senior Fixed Rate/Floating Rate Notes
* Shares of Series A Preferred Stock with an aggregate
liquidation preference of $14,376,000.00
* Shares of Series B Preferred Stock with an aggregate
liquidation preference of $9,461,000.00
* Shares of Series C Preferred Stock with an aggregate
liquidation preference of $40,107,000.00
* Shares of Series D Preferred Stock with an aggregate
liquidation preference of $42,308,000.00
* Shares of Series E Preferred Stock with an aggregate
liquidation preference of $22,867,500.00
5. Citadel Equity Fund Ltd.3 advised or controlled by
CITADEL ADVISORS LLC, or a subsidiary thereof
Southeast Financial Center
200 South Biscayne Boulevard
Miami, FL 33131
* $20,000,000.00 in aggregate principal amount of the
2031 Senior Notes
* $52,500,000.00 in aggregate principal amount of the
2026 Senior Notes
* $17,500,000.00 in aggregate principal amount of the
2033 Senior Fixed Rate/Floating Rate Notes
6. CITIGROUP GLOBAL MARKETS (Leveraged Credit Trading
Desk)
388 Greenwich Street
New York, NY 10013
* $9,043,000.00 in aggregate principal amount of the
2025 Senior Notes
* $8,867,000.00 in aggregate principal amount of the
2030 Senior Notes
* $4,905,000.00 in aggregate principal amount of the
2026 Senior Notes
* $11,561,000.00 in aggregate principal amount of the
2028 Senior Fixed Rate/Floating Rate Notes
* $8,108,000.00 in aggregate principal amount of the
2033 Senior Fixed Rate/Floating Rate Notes
* Shares of Series D Preferred Stock with an aggregate with an
aggregate liquidation preference of $18,000,000.00
7. Certain funds and/or accounts, or subsidiaries of such
funds and/or accounts, managed, advised or controlled
by CROSS OCEAN PARTNERS MANAGEMENT LP, or a subsidiary
thereof
60 Arch Street
Greenwich, CT 06830
* $4,270,000.00 in aggregate principal amount of the
2025 Senior Notes
* $2,895,000.00 in aggregate principal amount of the 2030
Senior Notes
* $21,276,000.00 in aggregate principal amount of the
2031 Senior Notes
* $15,393,000.00 in aggregate principal amount of the
2028 Senior Notes
* $7,279,000.00 in aggregate principal amount of the 2026
Senior Notes
* $6,044,000.00 in aggregate principal amount of the
2028 Senior Fixed Rate/Floating Rate Notes
* $2,842,000.00 in aggregate principal amount of the 2033
Senior Fixed Rate/Floating Rate Notes
8. DEUTSCHE BANK SECURITIES INC.
One Columbus Circle 7th Floor
New York, NY 10019
* $686,000.00 in aggregate principal amount of the 2030
Senior Notes
* $1,000,000.00 in aggregate principal amount of the
2031 Senior Notes
* $19,000.00 in aggregate principal amount of the 2028 Senior
Notes
* Shares of Series A Preferred Stock with an aggregate
liquidation preference of $2,993,550.00
* Shares of Series B Preferred Stock with an aggregate
liquidation preference of $4,710,000.00
9. Certain funds for which FARALLON CAPITAL MANAGEMENT,
L.L.C. is the investment manager
One Maritime Plaza Suite 2100
San Francisco, CA 94111
* $90,000.00 in aggregate principal amount of the 2025 Senior
Notes
* $12,000,000.00 in aggregate principal amount of the
2030 Senior Notes
* $88,759,000.00 in aggregate principal amount of the
2031 Senior Notes
* $19,464,000.00 in aggregate principal amount of the
2028 Senior Notes
* $7,426,000.00 in aggregate principal amount of the 2026
Senior Notes
* $1,348,000.00 in aggregate principal amount of the 2028
Senior Fixed Rate/Floating Rate Notes
* $947,000.00 in aggregate principal amount of the 2033 Senior
Fixed Rate/Floating Rate Notes
10. Certain funds and/or accounts, or subsidiaries of such
funds and/or accounts, managed, advised or controlled
by (i) THE HANOVER INSURANCE GROUP, INC., (ii) CITIZENS
INSURANCE COMPANY OF AMERICA, or (iii) THE HANOVER
INSURANCE COMPANY
440 Lincoln Street
Worcester, MA 01653
* $5,000,000.00 in aggregate principal amount of the
2025 Senior Notes
* $7,000,000.00 in aggregate principal amount of the
2031 Senior Notes
* $7,000,000.00 in aggregate principal amount of the
2028 Senior Notes
* $3,000,000.00 in aggregate principal amount of the
2026 Senior Notes
* $2,650,000.00 in aggregate principal amount of the
2028 Senior Fixed Rate/Floating Rate Notes
11. HBK MASTER FUND L.P.
c/o HBK Services LLC
2300 North Field Street Suite 2200
Dallas, TX 75201
* $36,964,000.00 in aggregate principal amount of the
2030 Senior Notes
* $3,000,000.00 in aggregate principal amount of the
2031 Senior Notes
* $9,500,000.00 in aggregate principal amount of the
2028 Senior Notes
* $13,000,000.00 in aggregate principal amount of the
2026 Senior Notes
* $29,886,000.00 in aggregate principal amount of the
2028 Senior Fixed Rate/Floating Rate Notes
* $20,000,000.00 in aggregate principal amount of the
2033 Senior Fixed Rate/Floating Rate Notes
12. HUDSON BAY MASTER FUND LTD.
28 Havemeyer Place 2nd Floor
Greenwich, CT 06830
* $12,590,000.00 in aggregate principal amount of the
2025 Senior Notes
* $14,325,000.00 in aggregate principal amount of the
2030 Senior Notes
* $61,259,000.00 in aggregate principal amount of the
2031 Senior Notes
* $13,464,000.00 in aggregate principal amount of the
2028 Senior Notes
* $42,426,000.00 in aggregate principal amount of the
2026 Senior Notes
* $1,348,000.00 in aggregate principal amount of the 2028
Senior Fixed Rate/Floating Rate Notes
* $2,947,000.00 in aggregate principal amount of the 2033
Senior Fixed Rate/Floating Rate Notes
13. JEFFERIES LLC
520 Madison Avenue
New York, NY 10022
* Other General Unsecured Claim: $3,497,280.00
* $2,933,000.00 in aggregate principal amount of the
2025 Senior Notes
* $141,000.00 in aggregate principal amount of the
2030 Senior Notes
* $2,282,000.00 in aggregate principal amount of the
2031 Senior Notes
* $3,586,000.00 in aggregate principal amount of the
2028 Senior Notes
* $3,019,000.00 in aggregate principal amount of the 2026
Senior Notes
* $149,000.00 in aggregate principal amount of the 2028 Senior
Fixed Rate/Floating Rate Notes
* $163,000.00 in aggregate principal amount of the 2033 Senior
Fixed Rate/Floating Rate Notes
* Shares of Series A Preferred Stock with an aggregate
liquidation preference of $100,000.00
* Shares of Series B Preferred Stock with an aggregate
liquidation preference of $4,100,000.00
* Shares of Series C Preferred Stock with an aggregate
liquidation preference of $6,500,000.00
* Shares of Series D Preferred Stock with an aggregate
liquidation preference of $25,090,000.00
14. Certain funds and/or accounts, or subsidiaries of such
funds and/or accounts, managed, advised or controlled
by KING STREET CAPITAL MANAGEMENT, L.P., or a
subsidiary thereof
299 Park Avenue Suite 40
New York, NY 10171
* $11,198,062.00 in aggregate principal amount of the 2025
Senior Notes
* $49,351,000.00 in aggregate principal amount of the
2030 Senior Notes
* $108,964,000.00 in aggregate principal amount of the
2031 Senior Notes
* $129,304,000.00 in aggregate principal amount of the
2028 Senior Notes
* $64,263,000.00 in aggregate principal amount of the 2026
Senior Notes
* $40,208,000.00 in aggregate principal amount of the
2028 Senior Fixed Rate/Floating Rate Notes
* $55,467,000.00 in aggregate principal amount of the
2033 Senior Fixed Rate/Floating Rate Notes
* Shares of Series A Preferred Stock with an aggregate
liquidation preference of $20,021,975.00
15. Certain funds and/or accounts, or subsidiaries of such
funds and/or accounts, managed, advised or controlled
by (i) DELAWARE MANAGEMENT COMPANY, (ii) MACQUARIE
INVESTMENT MANAGEMENT ADVISERS, or (iii) DELAWARE
INVESTMENTS FUND ADVISERS, each of (i) through (iii) a
series of MACQUARIE INVESTMENT MANAGEMENT BUSINESS
TRUST
100 Independence 610 Market Street
Philadelphia, PA 19106
* $120,000.00 in aggregate principal amount of the 2025
Senior Notes
* $5,775,000.00 in aggregate principal amount of the
2030 Senior Notes
* $24,007,000.00 in aggregate principal amount of the
2031 Senior Notes
* $3,245,000.00 in aggregate principal amount of the
2028 Senior Notes
* $5,806,000.00 in aggregate principal amount of the
2026 Senior Notes
* $36,417,000.00 in aggregate principal amount of the
2033 Senior Fixed Rate/Floating Rate Notes
* Shares of Series B Preferred Stock with an aggregate
liquidation preference of $7,053,000.00
* Shares of Series C Preferred Stock with an aggregate
liquidation preference of $42,872,000.00
16. Certain funds and/or accounts, or subsidiaries of such
funds and/or accounts, managed, advised or controlled
by MARINER INVESTMENT GROUP LLC, or a subsidiary
thereof
500 Mamaroneck Avenue
Harrison, NY 10528
* $11,000,000.00 in aggregate principal amount of the
2025 Senior Notes
* $2,000,000.00 in aggregate principal amount of the
2031 Senior Notes
* $2,000,000.00 in aggregate principal amount of the
2033 Senior Fixed Rate/Floating Rate Notes
* Shares of Series A Preferred Stock with an aggregate
liquidation preference of $3,867,500.00
* Shares of Series C Preferred Stock with an aggregate
liquidation preference of $30,000,000.00
17. Certain funds and/or accounts, or subsidiaries of such
funds and/or accounts, managed, advised or controlled
by MILLENNIUM MANAGEMENT LLC, or a subsidiary thereof
399 Park Avenue
New York, NY 10022
* $90,000.00 in aggregate principal amount of the 2025 Senior
Notes
* $6,415,000.00 in aggregate principal amount of the
2030 Senior Notes
* $8,000,000.00 in aggregate principal amount of the 2031
Senior Notes
* $4,964,000.00 in aggregate principal amount of the
2028 Senior Notes
* $17,426,000.00 in aggregate principal amount of the
2026 Senior Notes
* $12,947,000.00 in aggregate principal amount of the
2033 Senior Fixed Rate/Floating Rate Notes
18. MORGAN STANLEY & CO. LLC, solely on behalf of the US
Distressed Desk
1585 Broadway
New York, NY 10036
* $4,223,000.00 in aggregate principal amount of the
2025 Senior Notes
* $6,779,000.00 in aggregate principal amount of the
2030 Senior Notes
* $2,078,000.00 in aggregate principal amount of the 2031
Senior Notes
* $2,876,000.00 in aggregate principal amount of the
2026 Senior Notes
* $983,000.00 in aggregate principal amount of the 2028
Senior Fixed Rate/Floating Rate Notes
* $36,000.00 in aggregate principal amount of the
2033 Senior Fixed Rate/Floating Rate Notes
* Shares of Series A Preferred Stock with an aggregate
liquidation preference of $5,932,100.00
* Shares of Series B Preferred Stock with an aggregate
liquidation preference of $1,480,000.00
* Shares of Series C Preferred Stock with an aggregate
liquidation preference of $13,486,000.00
* Shares of Series D Preferred Stock with an aggregate
liquidation preference of $14,201,000.00
* Shares of Series E Preferred Stock with an aggregate
liquidation preference of $1,020,000.00
19. P. SCHOENFELD ASSET MANAGEMENT LP, on behalf of
certain funds and managed accounts
1350 Avenue of the Americas 21st Floor
New York, NY 10019
* $4,000,000.00 in aggregate principal amount of the
2025 Senior Notes
* $10,195,000.00 in aggregate principal amount of the
2030 Senior Notes
* $3,260,000.00 in aggregate principal amount of the
2031 Senior Notes
* $3,474,000.00 in aggregate principal amount of the
2028 Senior Notes
* $7,256,000.00 in aggregate principal amount of the
2026 Senior Notes
* $6,776,000.00 in aggregate principal amount of the
2028 Senior Fixed Rate/Floating Rate Notes
20. Certain funds and/or accounts, or subsidiaries of such
funds and/or accounts, managed or advised by PACIFIC
INVESTMENT MANAGEMENT COMPANY LLC, or a subsidiary
thereof
650 Newport Center Drive
Newport Beach, CA 92660
* $5,700,000.00 in aggregate principal amount of the
2025 Senior Notes
* $53,947,000.00 in aggregate principal amount of the
2030 Senior Notes
* $37,918,000.00 in aggregate principal amount of the
2031 Senior Notes
* $17,000,000.00 in aggregate principal amount of the
2028 Senior Notes
* $2,100,000.00 in aggregate principal amount of the
2026 Senior Notes
* $30,889,000.00 in aggregate principal amount of the
2028 Senior Fixed Rate/Floating Rate Notes
* $74,790,000.00 in aggregate principal amount of the
2033 Senior Fixed Rate/Floating Rate Notes
* Shares of Series B Preferred Stock with an aggregate
liquidation preference of $85,550,000.00
* Shares of Series C Preferred Stock with an aggregate
liquidation preference of $40,000,000.00
* Shares of Series D Preferred Stock with an aggregate
liquidation preference of $61,100,000.00
* Shares of Series E Preferred Stock with an aggregate
liquidation preference of $62,300,000.00
21. Certain funds and/or accounts, or subsidiaries of such
funds and/or accounts, managed, advised or controlled
by PENTWATER CAPITAL MANAGEMENT LP, or a subsidiary
thereof
1001 10th Avenue South Suite 216
Naples, FL 34102
* $4,000,000.00 in aggregate principal amount of the
2030 Senior Notes
* $10,675,000.00 in aggregate principal amount of the
2031 Senior Notes
* $17,060,000.00 in aggregate principal amount of the
2028 Senior Notes
22. The Distressed Debt Trading Desk of RBC CAPITAL
MARKETS, LLC
200 Vesey Street Floor 8
New York, NY 10281
* $180,000.00 in aggregate principal amount of the 2025
Senior Notes
* $135,000.00 in aggregate principal amount of the
2030 Senior Notes
* $19,890,000.00 in aggregate principal amount of the
2031 Senior Notes
* $5,825,000.00 in aggregate principal amount of the
2028 Senior Notes
* $2,930,000.00 in aggregate principal amount of the
2026 Senior Notes
* $3,501,000.00 in aggregate principal amount of the
2028 Senior Fixed Rate/Floating Rate Notes
* ($590,000.00) in aggregate principal amount of the
2033 Senior Fixed Rate/Floating Rate Notes (short
position)
23. Certain funds and/or accounts, or subsidiaries of such
funds and/or accounts, managed, advised or controlled
by REDWOOD CAPITAL MANAGEMENT, LLC, or a subsidiary
thereof
250 West 55th Street 26th Floor
New York, NY 10019
* $9,500,000.00 in aggregate principal amount of the
2030 Senior Notes
* $3,000,000.00 in aggregate principal amount of the
2028 Senior Notes
* $14,000,000.00 in aggregate principal amount of the
2026 Senior Notes
* $1,500,000.00 in aggregate principal amount of the
2033 Senior Fixed Rate/Floating Rate Notes
24. ROKOS CAPITAL MANAGEMENT (US) LP on behalf of its
advisee funds
600 Lexington Avenue
New York, NY 10022
* $4,000,000.00 in aggregate principal amount of the
2025 Senior Notes
* $2,000,000.00 in aggregate principal amount of the
2030 Senior Notes
* $8,500,000.00 in aggregate principal amount of the
2031 Senior Notes
* $9,000,000.00 in aggregate principal amount of the
2028 Senior Notes
* $19,000,000.00 in aggregate principal amount of the
2026 Senior Notes
* $10,578,000.00 in aggregate principal amount of the
2033 Senior Fixed Rate/Floating Rate Notes
25. Certain funds and/or accounts, or subsidiaries of such
funds and/or accounts, managed, advised or controlled
by SILVER POINT CAPITAL, L.P. or a subsidiary thereof
2 Greenwich Plaza, Suite 1
Greenwich, CT 06830
* $86,911,000.00 in aggregate principal amount of the
2025 Senior Notes
* $48,800,000.00 in aggregate principal amount of the
2030 Senior Notes
* $27,623,000.00 in aggregate principal amount of the
2031 Senior Notes
* $19,977,000.00 in aggregate principal amount of the
2028 Senior Notes
* $61,064,000.00 in aggregate principal amount of the
2026 Senior Notes
* $75,444,000.00 in aggregate principal amount of the
2028 Senior Fixed Rate/Floating Rate Notes
* $46,636,000.00 in aggregate principal amount of the
2033 Senior Fixed Rate/Floating Rate Notes
* Shares of Series A Preferred Stock with an aggregate
liquidation preference of $2,129,925.00
26. Certain funds and/or accounts, or subsidiaries of such
funds and/or accounts, managed, advised or controlled
by TACONIC CAPITAL ADVISORS L.P.
280 Park Avenue 5th Floor
New York, NY 10017
* $2,000,000.00 in aggregate principal amount of the
2030 Senior Notes
* $10,000,000.00 in aggregate principal amount of the
2031 Senior Notes
* $3,000,000.00 in aggregate principal amount of the
2028 Senior Fixed Rate/Floating Rate Notes
* $8,000,000.00 in aggregate principal amount of the
2033 Senior Fixed Rate/Floating Rate Notes
* Shares of Series D Preferred Stock with an aggregate
liquidation preference of $5,000,000.00
27. Certain funds and/or accounts, or subsidiaries of such
funds and/or accounts, managed, advised or controlled
by WHITEBOX ADVISORS LLC, or a subsidiary thereof
3033 Excelsior Boulevard Suite 500
Minneapolis, MN 55416
* $4,090,000.00 in aggregate principal amount of the 2025
Senior Notes
* $7,965,000.00 in aggregate principal amount of the
2030 Senior Notes
* $10,426,000.00 in aggregate principal amount of the
2031 Senior Notes
* $464,000.00 in aggregate principal amount of the 2028 Senior
Notes
* $5,759,000.00 in aggregate principal amount of the
2026 Senior Notes
* $1,348,000.00 in aggregate principal amount of the 2028
Senior Fixed Rate/Floating Rate Notes
* $947,000.00 in aggregate principal amount of the 2033 Senior
Fixed Rate/Floating Rate Notes
* Shares of Series A Preferred Stock with an aggregate
liquidation preference of $23,876,350.00
Counsel to the Ad Hoc Group of Senior Noteholders:
DAVIS POLK & WARDWELL LLP
Marshall S. Huebner, Esq.
Elliot Moskowitz, Esq.
Angela M. Libby, Esq.
David Schiff, Esq.
Aryeh Ethan Falk, Esq.
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
Facsimile: (212) 701-5800
About SVB Financial Group
SVB Financial Group (Pink Sheets: SIVBQ) is a financial services
company focusing on the innovation economy, offering financial
products and services to clients across the United States and in
key international markets.
Prior to March 10, 2023, SVB Financial Group owned and operated
Silicon Valley Bank, a state chartered bank. During the week of
March 6, 2023, Silicon Valley Bank, Santa Clara, CA, experienced a
severe "run-on-the-bank." On the morning of March 10, the
California Department of Financial Protection and Innovation seized
SVB and placed it under the receivership of the Federal Deposit
Insurance Corporation. SVB was the nation's 16th largest bank and
the biggest to fail since the 2008 financial meltdown.
On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 23-10367). The Debtor had
assets of $19,679,000,000 and liabilities of $3,675,000,000 as of
Dec. 31, 2022.
The Hon. Martin Glenn is the bankruptcy judge.
The Debtor tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Centerview Partners, LLC as investment banker; and Alvarez & Marsal
North America, LLC as restructuring advisor. William Kosturos, a
partner at Alvarez & Marsal, serves as the Debtor's chief
restructuring officer. Kroll Restructuring Administration, LLC, is
the claims and noticing agent and administrative advisor.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case.
The committee tapped Akin Gump Strauss Hauer & Feld, LLP as
bankruptcy counsel; Cole Schotz P.C. as conflict counsel; Lazard
Freres & Co. LLC as investment banker; and Berkeley Research Group,
LLC as financial advisor.
TAIGA MOTORS: Seeks CCAA Protection; Deloitte as Monitor
--------------------------------------------------------
Taiga Motors Corporation, Taiga Motors Inc., Taiga Motors America
Inc., and CGGZ Finance Corp. hereby sought and obtained an Initial
Order under the Companies' Creditors Arrangement Act ("CCAA") from
the Quebec Superior Court (Commercial Division), district of
Montreal ("Court").
Deloitte Restructuring Inc. was named monitor of the Debtors in
these proceedings.
The purpose of the CCAA is to create "breathing room for an
insolvent debtor to
negotiate a way out of insolvency". It is based on the premise
that "debtor companies retain more value as going concerns than in
liquidation scenarios". As such, the act embraces "the
simultaneous objectives of maximizing creditor recovery,
preservation of going-concern value where possible, preservation of
jobs and communities affected by the firm's financial distress [. .
.] and enhancement of the credit system generally".
The Debtors said they are insolvent because the value of their
assets in a liquidation context would be insufficient to meet all
their obligations to their creditors, and they are unable to meet
their obligations as they become due. Their total indebtedness
exceeds the $5,000,000 threshold required by the CCAA, the Debtors
noted.
The Debtors lamented that they are in real danger of no longer
being able to maintain their activities without the protection from
their creditors afforded by the CCAA. The stay of proceedings for
the initial Stay Period of 10 days, subject to extensions, is
necessary to avoid a possible discount liquidation of the Debtors'
assets in the context of multiple litigations and hypothecary
recourses by the various creditors of the Debtors. An initial
order may cover the officers and directors of the Debtor where
required.
A copy of the Initial Order and the Monitor's report are available
on the
Monitor's website at https://www.insolvencies.deloitte.ca/Taiga.
The monitor can be reached at:
Deloitte Restructuring Inc.
Attn: Jean-François Nadon
Benoit Clouatre
Jean-Philippe Lecler
1190 Avenue des Canadiens-de-Montreal, Suite 500
Montreal QC H3B 0M7
Tel: 514-393-5917
Email: taiga_motors@deloitte.ca
jnadon@deloitte.ca
bclouatre@deloitte.ca
jeleclerc@deloitte.ca
Attorneys for the Monitor:
Fasken Martineau Dumoulin LLP
Attn: Alain Riendeau
Brandon Farber
Email: ariendeau@fasken.com
bfarber@fasken.com
Attorneys for the Debtors:
Norton Rose Fulbright Canada LLP
Attn: Guillaume Michaud
Charlotte Dion
Email: guillaume.michaud@nortonrosefulbright.com
charlotte.dion@nortonrosefulbright.com
Taiga specializes in the conception, development, production and
distribution of all
electric powersports vehicles, namely snowmobiles and personal
watercrafts
TDA ENTERPRISES: Gets OK to Hire The Alt Key, PLLC as Accountant
----------------------------------------------------------------
TDA Enterprises, Inc. received approval from the U.S. Bankruptcy
Court for the District of Arizona to employ The Alt Key, PLLC as
its accountant.
The firm will assist the Debtor in the preparation of necessary tax
returns, specifically covering income tax returns for tax years
2022 and 2023.
The firm's fees for this service will be $2,500 per tax year or a
total of $5,000 for the years 2022 & 2023.
The firm is currently holding a retainer in the amount of of
$2,500.
Steven J. Parker, CPA, co-founding Principal of The Alt Key,
assured the court that his firm does not hold any interest adverse
to the Debtor or the estate.
The firm can be reached through:
Steven J. Parker, CPA
THE ALT KEY, PLLC
3514 North Power Road, Suite 101
Mesa, AZ 85215
Tel: (480) 558-4410
Email: sp@thealtkey.com
About TDA Enterprises
TDA Enterprises, Inc. provides high-end smart home installations,
home theater setups, and outdoor audio video to residential and
commercial clients across Oregon, Washington, Nevada, California
and Arizona.
TDA Enterprises sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 24-04930) on June 20,
2024. In the petition signed by Ron Wanless, president, the Debtor
disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Brenda Moody Whinery oversees the case.
Allan D. NewDelan, PC serves as the Debtor's counsel.
TITAN ENVIRONMENTAL: Issues Preferred Shares, Warrants for Notes
----------------------------------------------------------------
Titan Environmental Solutions Inc. disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that on July
12, 2024, the Company, consummated the transactions contemplated by
Exchange Subscription Agreements dated July 2, 2024, with holders
of Promissory Notes issued by the Company in the aggregate
principal amount of $500,000, pursuant to which the Holders agreed
to subscribe for and purchase units from the Company each
consisting of (i) one share of the Company's Series B Convertible
Preferred Stock, par value $0.0001 per share, which is convertible
into shares of the Company's common stock, par value $0.0001 per
share, and (ii) a Warrant to Purchase Common Stock to purchase 100
shares of Common Stock at an exercise price of $0.06 per share, in
exchange for the surrender and cancellation of the Notes. The
Company and the Holders agreed upon July 2, 2024, as the date for
purposes of calculating the amount of accrued interest on the Notes
for exchange. The Warrants are in the same form as disclosed in
Exhibit 4.1 to the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on June 4, 2024.
In the aggregate, the Company issued 50,453 shares of Series B
Preferred Stock and 5,045,300 Warrants to the Holders, including
(i) 20,183 shares of Series B Preferred Stock and 2,018,300
Warrants to Frank Celli, a member of the Board of Directors of the
Company, in exchange for the surrender and cancellation of Notes in
the aggregate principal amount of $200,000; and (ii) 5,045 shares
of Series B Preferred Stock and 504,500 Warrants to Glen Miller,
the Chief Executive Officer and a member of the Board of Directors
of the Company, in exchange for the surrender and cancellation of
Notes in the aggregate principal amount of $50,000.
About Titan Environmental
Bloomfield Hills, Mich.-based Titan Environmental Solutions, Inc.
is a professional service firm that provides consultation on
regulatory compliance to departments at corporations, public
agencies and residential communities to ensure that its clients are
aware of and take steps to comply with relevant laws and
regulations as well provide a solution to remove the risk caused by
harmful environmental hazards.
As of March 31, 2024, the Company had $22,907,794 in total assets,
$19,217,412 in total liabilities, and $3,690,382 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, for the three months ended March 31, 2024, the Company had
a net loss of $2,258,944. The working capital of the Company was a
deficit of $13,123,723 as of March 31, 2024 (deficit of $10,935,108
as of December 31, 2023). The March 31, 2024 working capital
deficiency includes $2,257,090 of principal repayments from the
Michaelson Note due by June 30, 2024; the Company currently does
not have sufficient funds to repay this debt. As a result of these
factors, management has concluded that there is substantial doubt
about the Company's ability to continue as a going concern for a
period of 12 months.
TLG CAPITAL: Seeks to Hire CLA San Jose as Accountant
-----------------------------------------------------
TLG Capital Development, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to hire
CLA San Jose as its accountant.
The firm's services include:
a. data Entry and monitoring of Debtor's books and records;
b. reconciliation & review of accounts, if necessary;
c. preparation of financial statements, if necessary;
d. preparation of bankruptcy estate tax returns;
e. preparation of any and all outstanding federal and state
tax returns for all prepetition tax years; and
f. preparation of post-petition tax returns for tax years 2024
onwards.
The firm will be paid at these rates:
Brent Breckenridge, CPA $625/hr.
Associates $325/hr.
Brent Breckenridge, CPA, a principal at CLA San Jose, assured the
court that his firm does not hold any interest materially adverse
to the interests of the Debtor or his estate.
The firm can be reached through:
Brent D. Breckenridge, CPA
CLA San Jose
60 S Market St #1550
San Jose, CA 95113
Phone: (408) 294-1025
About TLG Capital Development
TLG Capital Development, LLC is a San Francisco-based company
engaged in activities related to real estate. It conducts business
under the name TLG Capital Developments.
The Debtor filed Chapter 11 petition (Bankr. N.D. Calif. Case No.
24-30241) on April 10, 2024, with $1 million to $10 million in both
assets and liabilities. Valerie Lee, managing member, signed the
petition.
Judge Hannah L. Blumenstiel presides over the case.
Matthew D. Metzger, Esq., at Belvedere Legal, PC represents the
Debtor as bankruptcy counsel.
TUBULAR SYNERGY: Hire Stretto Inc. as Claims and Noticing Agent
---------------------------------------------------------------
Tubular Synergy Group, LP received approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire
Stretto, Inc. as its claims and noticing agent.
The Debtor requires a claims and noticing agent to serve notices to
creditors, equity security holders and other concerned parties, as
well as provide computerized claims-related services.
The firm will be paid at these hourly rates:
Consultant $70 to $200
Director $210 to $250
Solicitation Associate $230
Director of Securities $250
Sheryl Betance, a senior managing director at Stretto, disclosed in
a court filing that her firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Sheryl Betance
Stretto, Inc.
410 Exchange, Ste. 100
Irvine, CA 92602
Telephone: (714) 716-1872
Email: sheryl.betance@stretto.com
About Tubular Synergy
Tubular Synergy Group, LP comprise a privately held sales,
marketing, and supply chain services distributor of oilfield
casing, tubing, and line pipe utilized in the oil and gas
industry.
Tubular Synergy and its affiliate, OCTG Connections, Inc., sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D. Texas, Lead Case No. 24-80056) on July 9, 2024.
In the petition signed by W. Byron Dunn, CEO & founding partner,
Tubular Synergy disclosed $50 million to $100 million in assets and
liabilities.
Foley & Lardner LLP represents the Debtors as Counsel. Stretto,
Inc. acts as claims and noticing agent to the Debtors.
TUPPERWARE BRANDS: Further Extends Forbearance Deal to August 15
----------------------------------------------------------------
Tupperware Brands Corporation disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that the Company,
Tupperware Products AG, certain other subsidiaries of the Company
and the Lenders party thereto, among others, entered into the
Second Amendment to Forbearance Agreement, amending, modifying, and
otherwise affecting:
(i) that certain Forbearance Agreement, dated as of February
13, 2024 (as amended by that certain First Amendment to Forbearance
Agreement, dated as of June 3, 2024, by and among the Borrowers,
certain other subsidiaries of the Company and the Lenders party
thereto, and
(ii) that certain Credit Agreement, dated as of November 23,
2021, by and among, among others, the Borrowers, Wells Fargo Bank,
National Association, as administrative agent, and the lenders
party thereto.
As previously disclosed in the Current Report on Form 8-K filed on
July 11, 2024, the deadlines for (1) the Company's compliance with
specified milestones set forth in Forbearance Agreement with
respect to business planning and repayment transactions and (2) the
termination of the Forbearance Agreement were extended to the
earlier of (a) July 14, 2024 at 11:59 p.m. Eastern time and (b) the
date and time on which the Administrative Agent (at the direction
of the majority Lenders) elects to terminate the Forbearance
Agreement in accordance with its terms).
The Forbearance Amendment, among other things, (a) extends the
period for compliance with the Forbearance Agreement Milestones and
the Forbearance Termination Date from July 14, 2024 at 11:59 p.m.
Eastern Time until August 15, 2024 at 11:59 p.m. Eastern time (or
any earlier date the Forbearance Agreement is terminated in
accordance with its terms) and (b) includes an interim milestone
requiring the Company to deliver one or more letters of intent with
respect to entry into a repayment transaction by July 31, 2024.
About Tupperware Brands
Tupperware Brands Corporation (NYSE: TUP) --
https://www.tupperwarebrands.com -- is a global consumer products
company that designs innovative, functional and environmentally
responsible products. Founded in 1946, Tupperware's signature
container created the modern food storage category that
revolutionized the way the world stores, serves and prepares food.
Today, this iconic brand has more than 8,500 functional design and
utility patents for solution-oriented kitchen and home products.
The company distributes its products into nearly 70 countries,
primarily through independent representatives around the world.
As of July 1, 2023, the Company had $714.3 million in total assets,
$1.17 billion in total liabilities, and $456.8 million in total
stockholders' deficit.
Tampa, Florida-based PricewaterhouseCoopers LLP, the Company's
auditor since 1995, issued a "going concern" qualification in its
report dated Oct. 13, 2023, citing that the Company has experienced
liquidity challenges and is uncertain about its ability to comply
with debt covenants, which resulted in the borrowings under the
Company's credit agreement being classified as current as of Dec.
31, 2022, and that also raises substantial doubt about its ability
to continue as a going concern.
"Given the uncertainties around the Company's liquidity, ability to
execute its revised business plan, and ability to comply (and
current non-compliance) with covenants under its Credit Agreement,
the Company has concluded that there is substantial doubt about its
ability to continue as a going concern for at least one year from
the date of issuance of these Consolidated Financial Statements,"
said Tupperware Brands in its Quarterly Report for the period ended
Sept. 30, 2023.
The Company has not yet filed its Annual Report on Form 10-K for
the fiscal year ended Dec. 30, 2023, and its Quarterly Report on
Form 10-Q for the quarter ended March 30, 2024.
VANSHI LLC: Seeks to Hire Fisher Auction as Auctioneer
------------------------------------------------------
Vanshi, LLC seeks approval from the U.S. Bankruptcy Court for the
Northern District of Florida to employ Fisher Auction Co., Inc. as
its auctioneer.
The firm will market, advertise and sell the Debtor's property
located in Pensacola, Florida.
The Debtor has agreed to advance up to $15,000 for the fixed
advertising-marketing expenses of the property.
Compensation to the auctioneer will be based on a 6 percent buyer's
premium, to be charged to the successful purchaser and to be added
to the final bid price and shall be due and payable upon the
closing of the sale of the Property. The 6 percent buyer's premium
will be divided as follows:
(i) 3 percent of the final bid price will be paid to Fisher;
(ii) 3 percent of the final bid price will be paid to any
"procuring cause broker."
If the buyer is not represented by a buyer's broker, then Fisher
will split the Buyer's Broker's 3 percent with the Estate, with the
Estate receiving 1.5 percent.
Lamar Fisher, CEO of Fisher Auction Company, assured the court that
his firm does not hold or represent any interest adverse to the
Debtor or its estate.
The firm can be reached through:
Lamar Fisher
Fisher Auction Company
2112 East Atlantic Blvd.
Pompano Beach, FL 33062
Tel: (954) 942-0917
About Vanshi LLC
Vanshi is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)).
Vanshi, LLC filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-30803) on
November 13, 2023. In the petition signed by Priteshkumar M. Patel,
owner, the Debtor disclosed $1 million to $10 million in both
assets and liabilities.
Judge Jerry C. Oldshue Jr. oversees the case.
Robert C. Bruner, Esq. at Bruner Wright, PA represents the Debtor
as counsel.
VAPOTHERM INC: Beryl Capital, 3 Others Disclose Equity Stakes
-------------------------------------------------------------
Beryl Capital Management LLC disclosed in a Schedule 13G Report
filed with the U.S. Securities and Exchange Commission that as of
July 8, 2024, the firm and its affiliated entities -- Beryl Capital
Management LP, Beryl Capital Partners II LP, and David A. Witkin
beneficially owned shares of Vapotherm, Inc.'s common stock.
Beryl Capital Management LL, Beryl Capital Management LP, and Mr.
Witkin are reported to beneficially own 391,095 shares of the
common stock, representing 6.3% of the shares outstanding.
Meanwhile, Beryl Capital Partners II LP beneficially owned 333,259
shares, representing 5.4% of the shares outstanding.
A full-text copy of the SEC report is available at:
https://tinyurl.com/258r4mhp
About Vapotherm
Vapotherm, Inc. (OTCQX: VAPO) -- www.vapotherm.com -- is a publicly
traded developer and manufacturer of advanced respiratory
technology based in Exeter, New Hampshire, USA. The Company
develops innovative, comfortable, non-invasive technologies for
respiratory support of patients with chronic or acute breathing
disorders. Over 4.4 million patients have been treated with the
use of Vapotherm high velocity therapy systems.
Vapotherm reported a net loss of $14.84 million for the three
months ended March 31, 2024, compared to a net loss of $18.09
million for the three months ended March 31, 2023. As of March 31,
2024, the Company had $71.91 million in total assets, $140.39
million in total liabilities, and a total stockholders' deficit of
$68.48 million.
New York, New York-based Grant Thornton LLP, the Company's auditor
since 2016, issued a "going concern" qualification in its report
dated Feb. 22, 2024, citing that the Company incurred a net loss of
$58.2 million and generated a cash flow deficit from operations of
$24.3 million during the year ended Dec. 31, 2023, and as of that
date, the Company had stockholders' deficit of $55.3 million. These
conditions, along with other matters, raise substantial doubt about
the Company's ability to continue as a going concern.
VENTURE GLOBAL: S&P Rates New Senior Notes 'BB', Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '2'
recovery rating to the proposed senior secured notes to
Virginia-based liquefied natural gas (LNG) company Venture Global
LNG Inc. (VGLNG). At the same time, S&P Global Ratings affirmed its
'BB-' issuer credit rating on VGLNG, and its 'BB' issue-level
rating on the company's senior secured debt. The '2' recovery
rating indicates its expectation for substantial recovery (70%-90%:
rounded estimate: 75%) for noteholders in the event of a payment
default.
S&P said, "The stable outlook reflects our view that the Venture
Global Calcasieu Pass (VGCP) project will be successfully
commissioned and that the Venture Global Plaquemines (VGPL)
project's construction will remain on time and on budget. We
believe that once completed, these projects will provide the
company with robust, stable distributions from contracted revenues
as well as potential incremental revenue from commissioning.
"VGLNG's business risk profile remains consistent with our
expectations. The business risk profile continues to benefit from
the strength of the underlying projects that will generate the cash
flow on which the company relies to service its debt. These
projects benefit from strong revenue contracts that provide
take-or-pay cash flow from predominantly investment-grade
counterparties. The company has four projects that are in various
stages of development. The first, VGCP, is nearing the end of the
commissioning stage and construction of the second, VGPL, is
approximately 80% completed. In addition, the company is actively
developing its Venture Global CP2 LNG LLC project, which is
adjacent to the VGCP project and its Venture Global Delta LNG, LLC
project, which will be adjacent to VGPL. All projects are on the
U.S. Gulf Coast. To a large degree, our business risk profile takes
a forward-looking view and assumes that these two projects will be
completed on time and on budget based on the success of VGLNG in
developing them to date.
"VGLNG's financial risk profile is strengthening incrementally. We
continue to fully consolidate all of the project debt except for
the debt from Venture Global Calcasieu Pass LLC, which we
proportionally consolidate based on ownership. The financial risk
profile reflects the significant amount of leverage, given the
material amount of debt the company raised to support continued
construction and development of all projects.
"However, during our forecast period the VGCP project continues to
generate incremental commissioning cargo revenue, some contracted
revenue, and commissioning cargo revenue at the VGPL project.
Because we have taken a more forward-looking view on business risk,
we do not include the full potential of commissioning revenue to be
consistent with the stronger business risk profile we have assumed.
Accordingly, we have built some commissioning cargo revenue into
our forecast to acknowledge the advancement of the projects, but at
a level that we believe is consistent with the business risk
profile. We believe this approach is appropriate since the
company's business model is based on the contracted cash flows in
the long term.
"The stable outlook reflects our expectation that the VGCP project
will move to commercial operations in December 2024 or the first
quarter of 2025 and that Phase 1 of the VGPL project will be
completed in 2026 with Phase 2 following in 2027. We believe that
once completed, these projects will provide VGLNG with robust,
stable distributions from contracted revenues. In addition, we
expect the revenue the company receives through its commissioning
period will provide a further source of cash flow.
"We could take a negative rating action if the company cannot
successfully reach commercial operations for the VGCP project or
the costs of the VGPL project escalate beyond those currently
budgeted. In addition, we could take a negative rating action if
VGLNG's commissioning cash flow falls such that debt to EBITDA is
above 7.0x.
"Although unlikely during the outlook period, we could take a
positive rating action if the company is able to sustain a debt to
EBITDA ratio of less than 4.5x based on contracted and
commissioning cash flow.
"Environmental factors are a negative consideration in our credit
rating analysis of VGLNG, an operator of natural gas liquefaction
facilities on the U.S. Gulf Coast. Energy transition risks for the
midstream industry, and VGLNG notably, relate to the risk that
global gas demand might peak earlier than expected if renewable
power generation is further accelerated by policies. However, this
is offset to a certain degree by the role of natural gas in helping
to balance global supply and demand imbalances, renewables, and
seasonal demand. Moreover, the company's assets are situated on the
U.S. Gulf Coast, which is likely to become more exposed to extreme
weather events."
VERTEX ENERGY: J. Rhame Retiring as COO; Interim Replacement Named
------------------------------------------------------------------
Vertex Energy, Inc. announced that Mr. James Rhame will be retiring
as Chief Operating Officer (COO) effective July 25, 2024. Mr. Rhame
has agreed to continue supporting Vertex in a consulting role
through the end of 2024. Upon Mr. Rhame's retirement, Mr. Doug
Haugh, Vertex's Chief Commercial Officer, will also assume the role
of interim Chief Operating Officer.
Benjamin P. Cowart, President and CEO of Vertex, stated, "In 2022,
we invited James to join our team and assist with the acquisition
and transition of our refinery located in Mobile, Alabama, aware
that he was planning to retire within a couple of years. Throughout
this time, James has played a pivotal role in developing the talent
and expertise to safely and effectively embed the Mobile, Alabama
refinery into Vertex's asset footprint. His guidance has been
invaluable, and we look forward to his continued contributions in
his new role as a consultant."
Mr. Haugh brings extensive experience and a proven track record in
leading both commercial and operational functions. "James's
commitments to safety and operational excellence have set an
incredible example for all of us at Vertex and I am honored to
continue his work advancing Vertex toward its strategic
initiatives," said Mr. Haugh. "We are committed to a seamless
transition and maintaining our momentum as a reliable producer of
refined products on the Gulf Coast."
About Vertex Energy
Vertex Energy is a leading energy transition company that
specializes in producing both renewable and conventional fuels. The
Company's innovative solutions are designed to enhance the
performance of our customers and partners while also prioritizing
sustainability, safety, and operational excellence. With a
commitment to providing superior products and services, Vertex
Energy is dedicated to shaping the future of the energy industry.
As of March 31, 2024, the Company had $835.1 million in total
assets, $652.1 million in total liabilities, and $183 million in
total equity.
* * *
As reported by the Troubled Company Reporter on Feb. 8, 2024, Fitch
Ratings has downgraded Vertex Energy Inc.'s (Vertex) and Vertex
Refining Alabama LLC's Long-Term Issuer Default Ratings (IDR) to
'CCC+' from 'B-'. Fitch has also downgraded the rating of Vertex
Refining Alabama's senior secured term loan to 'B-'/'RR3' from
'B'/'RR3'.
The downgrade reflects Vertex's weaker liquidity buffer amid lower
U.S. Gulf Coast refining crack spreads and weak Fitch-expected
contribution from renewable diesel segment in 2024. The company's
FCF generation is highly sensitive to refining crack spreads that
declined in 4Q23 from abnormally high 2022-2023 levels. Its
unrestricted cash balance fell from $141 million at YE 2022 to
around $70-80 million at YE 2023. Fitch projects negative EBITDA
and FCF for Vertex in 2024 based on the assumptions of continued
crack spread normalization and weak renewable diesel
profitability.
On June 2024, &P Global Ratings lowered its issuer credit rating
(ICR) on Vertex Energy Inc. (Vertex) to 'CCC' from 'B-' and its
issue-level rating on the company's term loan B (TLB) to 'CCC' from
'B'. At the same time, S&P Global Ratings removed the ratings from
CreditWatch, where they were placed with negative implications on
March 15, 2024. In addition, S&P revised its assessment of the
company's liquidity position to weak from less than adequate. S&P
also revised its recovery rating on the TLB to '3' from '2',
indicating its expectation for meaningful (50%-70%; rounded
estimate: 60%) recovery.
The negative outlook reflects the elevated risk of a default
scenario given the lack of sufficient liquidity sources to fully
repay the TLB or a concrete refinancing plan.
VYAIRE MEDICAL: Hires Kirkland & Ellis as Bankruptcy Counsel
------------------------------------------------------------
Vyaire Medical, Inc and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Kirkland &
Ellis LLP and Kirkland & Ellis International LLP as their
attorneys.
The firm's services include:
a. advising the Debtors with respect to their powers and
duties as debtors in possession in the continued management and
operation of their businesses and properties;
b. advising and consulting on the conduct of these Chapter 11
cases, including all of the legal and administrative requirements
of operating in Chapter 11;
c. attending meetings and negotiating with representatives of
creditors and other parties in interest;
d. taking all necessary actions to protect and preserve the
Debtors' estates;
e. preparing pleadings in connection with these Chapter 11
cases;
f. representing the Debtors in connection with obtaining
authority to continue using cash collateral and postpetition
financing;
g. advising the Debtors in connection with any potential sale
of assets;
h. appearing before the Court and any appellate courts to
represent the interests of the Debtors' estates;
i. advising the Debtors regarding tax matters;
j. taking any necessary action on behalf of the Debtors to
negotiate, prepare, and obtain approval of a disclosure statement
and confirmation of a Chapter 11 plan and all documents related
thereto; and
k. performing all other necessary legal services for the
Debtors in connection with the prosecution of these Chapter 11
cases.
The firm will be paid at these rates:
Partners $1,195 to $2,465 per hour
Of Counsel $820 to $2,245 per hour
Associates $745 to $1,495 per hour
Paraprofessionals $325 to $625 per hour
In addition, Kirkland will be reimbursed for out-of-pocket expenses
incurred.
The Debtors paid Kirkland a total of $4,600,000.
The following is provided in response to the request for additional
information set forth in Paragraph D.1. of the Revised UST
Guidelines:
Question: Did Kirkland agree to any variations from, or
alternatives to, Kirkland's standard billing arrangements for this
engagement?
Answer: No. Kirkland and the Debtors have not agreed to any
variations from, or alternatives to, Kirkland's standard billing
arrangements for this engagement. The rate structure provided by
Kirkland is appropriate and is not significantly different from (a)
the rates that Kirkland charges for other non-bankruptcy
representations or (b) the rates of other comparably skilled
professionals.
Question: Do any of the Kirkland professionals in this
engagement vary their rate based on the geographic location of the
Debtors' chapter 11 cases?
Answer: No. The hourly rates used by Kirkland in representing
the Debtors are consistent with the rates that Kirkland charges
other comparable chapter 11 clients, regardless of the location of
the chapter 11 case.
Question: If Kirkland has represented the Debtors in the 12
months prepetition, disclose Kirkland's billing rates and material
financial terms for the prepetition engagement, including any
adjustments during the 12 months prepetition. If Kirkland's billing
rates and material financial terms have changed postpetition,
explain the difference and the reasons for the difference.
Answer: Kirkland's current hourly rates for services rendered on
behalf of the Debtors range as follows:
Partners $1,195 to $2,465
Of Counsel $820 to $2,245
Associates $745 to $1,495
Paraprofessionals $325 to $625
Kirkland represented the Debtors during the twelve-month period
from Jan 1 to Dec 31, 2023, using the hourly rates listed below:
Partners $1,195 to $2,245
Of Counsel $820 to $2,125
Associates $685 to $1,395
Paraprofessionals $295 to $575
Question: Have the Debtors approved Kirkland's budget and
staffing plan, and, if so, for what budget period?
Answer: Yes, for the period from June 9, 2024 through Sep 7,
2024.
Michael Weisser, a partner of Kirkland & Ellis, disclosed in a
court filing that the firms are "disinterested persons" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Michael E. Weisser, Esq.
Kirkland & Ellis LLP
Kirkland & Ellis International LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
Email: michael.weisser@kirkland.com
About Vyaire Medical
Vyaire Medical, Inc., together with its direct and indirect
subsidiaries, is a global company focused on developing products
and providing related services for the diagnosis, treatment, and
monitoring of various cardiology, pulmonology, and respiratory
health conditions. With a 70-year history of pioneering breathing
technology, the integrated solutions offered by the Company help
enable, enhance, and extend lives. Headquartered in Mettawa,
Illinois, Vyaire operates approximately 27 offices and
manufacturing facilities, and employs approximately 950 individuals
around the world. The Company has a global reach, and Vyaire
products are available in more than 100 countries. Its customers
are the hospitals, health centers, and private practice facilities
delivering life-enhancing products and services to patients every
day.
Vyaire Medical and its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
24-11217) on June 9, 2024. In the petitions signed by John Bibb,
chief executive officer, the Debtors disclosed up to $500 million
in estimated assets and up to $1 billion in estimated liabilities.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Cole Schotz P.C. as
counsel; AlixPartners, LLP as financial advisor; and PJT Partners,
LP as investment banker. The Omni Agent Solutions, Inc. is the
Debtors' claims and noticing agent.
VYAIRE MEDICAL: Hires Omni Agent as Administrative Agent
--------------------------------------------------------
Vyaire Medical, Inc and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Omni Agent
Solutions, Inc. as its administrative agent.
The firm's services include:
(a) assisting with, among other things, solicitation,
balloting and tabulation of votes, and preparing any related
reports, as required in support of confirmation of a Chapter 11
plan, and in connection with such services, process requests for
documents from parties in interest;
(b) preparing an official ballot certification and, if
necessary, testifying in support of the ballot tabulation results;
(c) assisting with the preparation of the Debtors' schedules
of assets and liabilities and statements of financial affairs, and
gathering data in conjunction therewith;
(d) providing a confidential data room, if requested;
(e) managing any distributions made pursuant to a plan (if
requested); and
(f) providing any and all necessary administrative tasks not
otherwise specifically set forth above as the Debtors or their
professionals may require in connection with these Chapter 11
Cases.
Omni has received an initial retainer of $50,000.
In addition, the firm will seek reimbursement for expenses
incurred.
Paul Deutch, the executive vice president of Omni Agent Solutions,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Paul H. Deutch
Omni Agent Solutions
5955 De Soto Avenue, Suite 100
Woodland Hills, CA 91367
Tel: (818) 906-8300
About Vyaire Medical
Vyaire Medical, Inc., together with its direct and indirect
subsidiaries, is a global company focused on developing products
and providing related services for the diagnosis, treatment, and
monitoring of various cardiology, pulmonology, and respiratory
health conditions. With a 70-year history of pioneering breathing
technology, the integrated solutions offered by the Company help
enable, enhance, and extend lives. Headquartered in Mettawa,
Illinois, Vyaire operates approximately 27 offices and
manufacturing facilities, and employs approximately 950 individuals
around the world. The Company has a global reach, and Vyaire
products are available in more than 100 countries. Its customers
are the hospitals, health centers, and private practice facilities
delivering life-enhancing products and services to patients every
day.
Vyaire Medical and its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
24-11217) on June 9, 2024. In the petitions signed by John Bibb,
chief executive officer, the Debtors disclosed up to $500 million
in estimated assets and up to $1 billion in estimated liabilities.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Cole Schotz P.C. as
counsel; AlixPartners, LLP as financial advisor; and PJT Partners,
LP as investment banker. The Omni Agent Solutions, Inc. is the
Debtors' claims and noticing agent.
VYAIRE MEDICAL: Seeks to Hire BDO USA as Tax Accountant
-------------------------------------------------------
Vyaire Medical, Inc and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ BDO USA,
P.C. as their tax accountants.
BDO to perform certain tax and accounting services for the Debtors,
including
(i) federal and state income tax return preparation;
(ii) federal and state income tax provision;
(iii) unclaimed property and audit defense;
(iv) income tax consulting related to potential sales,
including cancellation of indebtedness income tax analysis; and
(v) other tax accounting services requested by the Debtors.
BDO's standard hourly rates are:
Principals/ Managing Director $725 to $1,150
Director $650 to $850
Manager $550 to $750
Seniors $375 to $625
Associates $175 to $375
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Kevin Wilkes, a principal at BDO USA, P.C., disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Kevin Wilkes
BDO USA, P.C.
100 Park Avenue
New York, NY 10017
Tel: (212) 885-8000
Fax: (212) 697-1299
About Vyaire Medical
Vyaire Medical, Inc., together with its direct and indirect
subsidiaries, is a global company focused on developing products
and providing related services for the diagnosis, treatment, and
monitoring of various cardiology, pulmonology, and respiratory
health conditions. With a 70-year history of pioneering breathing
technology, the integrated solutions offered by the Company help
enable, enhance, and extend lives. Headquartered in Mettawa,
Illinois, Vyaire operates approximately 27 offices and
manufacturing facilities, and employs approximately 950 individuals
around the world. The Company has a global reach, and Vyaire
products are available in more than 100 countries. Its customers
are the hospitals, health centers, and private practice facilities
delivering life-enhancing products and services to patients every
day.
Vyaire Medical and its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
24-11217) on June 9, 2024. In the petitions signed by John Bibb,
chief executive officer, the Debtors disclosed up to $500 million
in estimated assets and up to $1 billion in estimated liabilities.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Cole Schotz P.C. as
counsel; AlixPartners, LLP as financial advisor; and PJT Partners,
LP as investment banker. The Omni Agent Solutions, Inc. is the
Debtors' claims and noticing agent.
VYAIRE MEDICAL: Seeks to Hire Cole Schotz as Delaware Co-Counsel
----------------------------------------------------------------
Vyaire Medical, Inc and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Cole Schotz
P.C. as their Delaware co-counsel.
The firm will render these services:
(a) provide legal advice with respect to the Debtors' powers
and duties as debtors in possession;
(b) provide legal advice with respect to the Local Rules and
local practices and procedures;
(c) take all necessary action to protect and preserve the
Debtors' estates;
(d) prepare and/or review and comment, on behalf of the
Debtors, as debtors in possession, on all necessary motions,
applications, answers, orders, reports and other papers in
connection with the administration of the Debtors' estates;
(e) advise the Debtors concerning, and prepare and/or review
responses to, applications, motions, other pleadings, notices and
other papers that may be filed by the Debtors and other parties in
these Chapter 11 Cases;
(f) prepare notices of agenda, certificates of no objections,
certifications of counsel and notices of motions, applications and
hearings;
(g) attend meetings and negotiate with representatives of
creditors and other parties in interest, appear at Court hearings
and advise the Debtors on the conduct of these Chapter 11 Cases;
(h) take all necessary actions in connection with any Chapter
11 plan of reorganization and related disclosure statement, as each
may be amended from time to time, and all related documents, and
such further actions as may be required in connection with the
administration of the Debtors' estates and the implementation of
any such documents;
(i) monitor the docket for filing deadlines and hearing dates,
maintain a critical dates calendar and coordinate with co-counsel
on pending matters;
(j) serve as conflicts counsel on certain matters where needed
and as the same may arise during the course of these Chapter 11
Cases; and
(k) perform all other necessary legal services in connection
with the prosecution of these Chapter 11 Cases.
The firm will be paid at these rates:
Members $550 to $1,475 per hour
Special Counsel $620 to $750 per hour
Associates $350 to $600 per hour
Paralegals $260 to $440 per hour
Litigation Support Specialists $405 to $510 per hour
Cole Schotz received retainers and payments totaling $1,482,829.10
from the Debtors.
The following is provided in response to the request for additional
information set forth in Paragraph D.1. of the Revised UST
Guidelines:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No. Cole Schotz professionals working on this matter
will bill at Cole Schotz's standard hourly rates.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Response: As set forth above, Cole Schotz will bill at its
standard hourly rates, with all fees and expenses being subject to
approval of the Court, subsequent to the commencement of these
Chapter 11 Cases.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: The Debtors and their professionals are currently in
the process of formulating a detailed budget that is consistent
with the form of budget attached as Exhibit C-1 to the Revised UST
Guidelines, recognizing that in the course of a case like these
Chapter 11 Cases, it is highly likely that there may be a number of
unforeseen fees and expenses that will need to be addressed by the
Debtors and their professionals.
Patrick Reilley, Esq., a member at Cole Schotz P.C., disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Patrick J. Reilley, Esq.
Cole Schotz P.C.
500 Delaware Avenue, Suite 1410
Wilmington, DE 19801
Telephone: (302) 652-3131
Facsimile: (302) 652-3117
Email: preilley@coleschotz.com
About Vyaire Medical
Vyaire Medical, Inc., together with its direct and indirect
subsidiaries, is a global company focused on developing products
and providing related services for the diagnosis, treatment, and
monitoring of various cardiology, pulmonology, and respiratory
health conditions. With a 70-year history of pioneering breathing
technology, the integrated solutions offered by the Company help
enable, enhance, and extend lives. Headquartered in Mettawa,
Illinois, Vyaire operates approximately 27 offices and
manufacturing facilities, and employs approximately 950 individuals
around the world. The Company has a global reach, and Vyaire
products are available in more than 100 countries. Its customers
are the hospitals, health centers, and private practice facilities
delivering life-enhancing products and services to patients every
day.
Vyaire Medical and its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
24-11217) on June 9, 2024. In the petitions signed by John Bibb,
chief executive officer, the Debtors disclosed up to $500 million
in estimated assets and up to $1 billion in estimated liabilities.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Cole Schotz P.C. as
counsel; AlixPartners, LLP as financial advisor; and PJT Partners,
LP as investment banker. The Omni Agent Solutions, Inc. is the
Debtors' claims and noticing agent.
VYAIRE MEDICAL: Taps Charles Braley of AP Services as CRO
---------------------------------------------------------
Vyaire Medical, Inc and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ AP
Services, LLC and designate Charles Braley as chief restructuring
officer.
The firm will render these services:
-- prepare budgets and 13-week cash forecasts and evaluate
variances thereto, as required by the Debtors' lenders;
-- communicate with, and meet information needs of, the Debtors'
various constituencies, including current lenders and potential DIP
and/or exit lenders;
-- strengthen the Debtors' core competencies in the finance
organization, particularly cash management, planning, general
accounting, and financial reporting information management;
-- assist the Debtors with the financial reporting requirements,
diligence, and review, attendant to a bankruptcy filing, including,
but not limited to, court orders, reports and investigations,
court-approved transactions, emergence, and fresh-start
accounting;
-- develop the Debtors' revised business plan, and such other
related forecasts as may be required by the Debtors' lenders in
connection with negotiations or by the Debtors for other corporate
purposes;
-- identify, implement, and monitor both short-term and long-term
liquidity generating initiatives;
-- develop a short-term cash disbursement plan designed to
minimize cash requirements while maintaining the efficiency of
operations, sustaining vendor relationships, and minimizing the
impact on the Debtors' customer base;
-- design, negotiate, and implement a restructuring strategy
designed to maximize enterprise value, taking into account the
unique interests of key constituencies;
-- develop short-term and long-term cash flow forecasting tools
and related methodologies to support negotiations with the Debtors'
stakeholders and fundraising initiatives;
-- prepare for bankruptcy and file bankruptcy petitions,
coordinating and providing administrative support for the
bankruptcy proceedings, the sale process, and development of the
Debtors' plan of reorganization or other appropriate case
resolutions, including, but not limited to, a winddown of certain
of the Debtors' businesses including in a chapter 7 bankruptcy or a
structured dismissal, each to the extent applicable;
-- in connection with a bankruptcy, prepare (i) a disclosure
statement and plan of reorganization, (ii) a liquidation analysis,
(iii) statements of financial affairs and schedules of assets and
liabilities, (iv) a potential preference analysis, (v) a claims
analysis, (vi) monthly operating reports and other regular
reporting required by the Court, (vii) diligence and other
information necessary to facilitate the Company's sale process, and
(viii) analysis with respect to costs, expenses, and other
information related to a winddown of the Debtors' businesses;
-- coordinate with the Debtors' professionals assigned to
sourcing, negotiating, and implementing any financing, including
debtor-in-possession and exit financing facilities, in conjunction
with the sale process, plan of reorganization, and/or the overall
restructuring;
-- manage the "working group" professionals who are assisting the
Debtors in the reorganization process or who are working for the
Debtors' various stakeholders to improve coordination of their
effort and individual work product to be consistent with the
Debtors' overall restructuring goals;
-- create and communicate materials for diligence purposes and
manage the flow of information to potential acquirers in connection
with a potential sale of the Debtors' assets;
-- conduct eDiscovery, document review, and forensic data
services required in conjunction with any document requests or
other discovery; and
-- assist the Debtors with such other matters as may be requested
by the Debtors and are
mutually agreeable.
APS's current standard hourly rates, subject to periodic
adjustments, are as follows:
Partner & Managing Director $1,225 to $1,495
Partner $1,200
Director $960 to $1,125
Senior Vice President $800 to $910
Vice President $640 to $790
Consultant $230 to $625
Effective as of July 1, 2024, APS's standard hourly rates will be
as follows:
Partner/ Partner & Managing Director $1,200 to $1,495
Senior Vice President/Director $825 to $1,125
Vice President $640 to $810
Consultant $230 to $625
Mr. Braley will charge $1,380 per hour for his services.
The Debtor paid a retainer in the amount of $750,000.
As disclosed in court filings, AP Services is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Charles Braley
AP Services, LLC
300 N. LaSalle Street, Suite 1800
Chicago, IL 60654
Tel: (312) 720-6173
Email: cbraley@alixpartners.com
About Vyaire Medical
Vyaire Medical, Inc., together with its direct and indirect
subsidiaries, is a global company focused on developing products
and providing related services for the diagnosis, treatment, and
monitoring of various cardiology, pulmonology, and respiratory
health conditions. With a 70-year history of pioneering breathing
technology, the integrated solutions offered by the Company help
enable, enhance, and extend lives. Headquartered in Mettawa,
Illinois, Vyaire operates approximately 27 offices and
manufacturing facilities, and employs approximately 950 individuals
around the world. The Company has a global reach, and Vyaire
products are available in more than 100 countries. Its customers
are the hospitals, health centers, and private practice facilities
delivering life-enhancing products and services to patients every
day.
Vyaire Medical and its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
24-11217) on June 9, 2024. In the petitions signed by John Bibb,
chief executive officer, the Debtors disclosed up to $500 million
in estimated assets and up to $1 billion in estimated liabilities.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Cole Schotz P.C. as
counsel; AlixPartners, LLP as financial advisor; and PJT Partners,
LP as investment banker. The Omni Agent Solutions, Inc. is the
Debtors' claims and noticing agent.
VYAIRE MEDICAL: Taps PJT Partners LP as Investment Banker
---------------------------------------------------------
Vyaire Medical, Inc and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ PJT
Partners LP as investment banker.
The firm will render these services:
a. assist in the evaluation of the Debtors' businesses and
prospects;
b. assist in the review and development of the Debtors'
long-term business plan and related financial projections;
c. assist in the development of financial data and
presentations to the Debtors' board of directors, various creditors
and/or third parties;
d. analyze the Debtors' financial liquidity and evaluate
alternatives to improve such liquidity;
e. analyze various Restructuring scenarios and the potential
impact of these scenarios on the recoveries of those stakeholders
impacted by the Restructuring;
f. provide strategic advice with regard to restructuring or
refinancing the Debtors' Obligations;
g. evaluate the Debtors' debt capacity and alternative capital
structures;
h. participate in negotiations among the Debtors and their
creditors, suppliers, lessors, and other interested parties and/or
potential financing parties;
i. value securities offered by the Debtors in connection with
a Restructuring;
j. provide financial and valuation advice and assistance to
the Debtors in developing and seeking approval of an in-court
Restructuring (including a Chapter 11 plan);
k. advise the Debtors and negotiate with lenders with respect
to potential waivers or amendments of various credit facilities;
l. assist in arranging financing for the Debtors, as
requested;
m. provide expert witness testimony concerning any of the
subjects encompassed by the other investment banking services; and
n. provide such other advisory services as are customarily
provided in connection with the analysis and negotiation of a
transaction similar to a potential Restructuring and/or Capital
Raise, as requested and mutually agreed.
The firm will be compensated as follows:
a. Monthly Fee: The Debtors shall pay a monthly advisory fee
in the amount of $175,000. Fifty percent of the first $1,050,000 in
Monthly Fees paid to PJT under the Engagement Letter and/or the
Prior Letter shall be credited, once and without duplication,
against any Restructuring and/or Capital Raising Fee, up to a
maximum total aggregate credit against all such fees equal to
$525,000.
b. Capital Raising Fee: The Debtors shall pay a capital
raising fee for any Capital Raise, earned and payable upon the
earlier of the receipt of a binding commitment letter and the
closing of such Capital Raise. If access to the financing is
limited by orders of the bankruptcy court, a proportionate fee
shall be payable with respect to each available commitment
(irrespective of availability blocks, borrowing base, or other
similar restrictions). The Capital Raising Fee will be calculated
as:
i. Secured Debt: 1.5 percent of the total issuance
and/or committed amount of senior debt financing, excluding senior
debt financing that is or may (or is anticipated in the future to)
constitute a Structured Financing,
ii. Unsecured Debt: 3 percent of the total issuance and/or
committed amount of (A) Structured Financing, (B) junior debt
financing, or (C) unsecured debt financing including, without
limitation, financing that is junior in right of payment, second
lien, subordinated (structurally or otherwise) and unsecured debt),
and
iii. Equity Financing: 5 percent of the issuance and/or
committed amount of equity financing, in each case, including by
means of a back-stop commitment; provided that, (x) the minimum
Capital Raise Fee in respect of any Capital Raise shall be
$750,000, and (y) if any portion of the debt or equity financing is
raised from Apax Partners, LLP or its affiliates, then PJT Partners
shall be entitled to receive 50 percent of the Capital Raising Fee
to which it otherwise would have been entitled in respect of any
debt or equity financing raised from the Sponsor.
c. Restructuring Fee: The Debtors shall pay a fee in respect
of a Restructuring equal to $7,000,000, earned and payable upon the
consummation of a Restructuring Expense Reimbursements: In addition
to the fees described above, the Debtors agree to reimburse PJT for
all reasonable and documented out-of-pocket expenses incurred
during PJT's engagement,
Jaime Baird, a partner of PJT, assured the court that the firm is a
"disinterested person" within the meaning of section 101(14) of the
Bankruptcy Code, as required by section 327(a) of the Bankruptcy
Code.
The firm can be reached through:
William Evarts
PJT Partners LP
280 Park Avenue
New York, NY 10017
Tel: (212) 364-7800
About Vyaire Medical
Vyaire Medical, Inc., together with its direct and indirect
subsidiaries, is a global company focused on developing products
and providing related services for the diagnosis, treatment, and
monitoring of various cardiology, pulmonology, and respiratory
health conditions. With a 70-year history of pioneering breathing
technology, the integrated solutions offered by the Company help
enable, enhance, and extend lives. Headquartered in Mettawa,
Illinois, Vyaire operates approximately 27 offices and
manufacturing facilities, and employs approximately 950 individuals
around the world. The Company has a global reach, and Vyaire
products are available in more than 100 countries. Its customers
are the hospitals, health centers, and private practice facilities
delivering life-enhancing products and services to patients every
day.
Vyaire Medical and its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
24-11217) on June 9, 2024. In the petitions signed by John Bibb,
chief executive officer, the Debtors disclosed up to $500 million
in estimated assets and up to $1 billion in estimated liabilities.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Cole Schotz P.C. as
counsel; AlixPartners, LLP as financial advisor; and PJT Partners,
LP as investment banker. The Omni Agent Solutions, Inc. is the
Debtors' claims and noticing agent.
WEALSHIRE REHAB: Taps Levenfeld Pearlstein as Bankruptcy Counsel
----------------------------------------------------------------
Wealshire Rehab, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Illinois to hire Levenfeld Pearlstein,
LLC as its legal counsel.
The firm's services include:
a. advising the Debtor with respect to its powers and duties
in the continued management and operation of its business;
b. attending meetings and negotiating with representatives of
creditors and other parties in interest;
c. taking all necessary action to protect and preserve the
Debtor's estate;
d. preparing legal papers;
e. taking any necessary action on behalf of the Debtor to
obtain approval of a plan of reorganization;
f. representing the Debtor in connection with obtaining use of
cash collateral;
g. advising the Debtor in connection with any potential sale
of assets;
h. appearing before the bankruptcy court, appellate courts,
and the United States Trustee; and
i. performing all other necessary legal services for the
Debtor in connection with its Chapter 11 case.
Levenfeld will charge these hourly fees:
Harold D. Israel, Partner $760
Jack O’Connor, Partner $665
Sean P. Williams, Partner $595
Legal Assistants $215 to $460
In addition, the firm will be reimbursed for out-of-pocket expenses
incurred.
Prior to the commencement of this Chapter 11 Case, on June 19,
2024, LP received $25,000 from the Debtor and on June 20, 2024, LP
received $75,000 from eCapital Healthcare Corp., on behalf of the
Debtor.
Harold Israel, Esq., at Levenfeld, disclosed in court filings that
his firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Harold D. Israel, Esq.
Sean P. Williams, Esq.
Levenfeld Pearlstein, LLC
2 North LaSalle Street, Suite 1300
Chicago, IL 60602
Telephone: (312) 346-8380
Facsimile: (312) 346-8434
Email: hisrael@lplegal.com
About Wealshire Rehab
Wealshire Rehab, LLC, doing business as The Wealshire Center of
Excellence, owns and operates skilled nursing care and rehab center
in Lincolnshire, Ill. It offers post-surgical support, hip
replacement rehabilitation, injury rehabilitation, recovery from
acute medical event, stroke and cardiac rehabilitation wound care,
pain management, dementia programming, and chronic outpatient
management. It also provides respite services for those needing
short-term nursing care.
Wealshire Rehab filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-09110) on June
20, 2024, with $1 million to $10 million in both assets and
liabilities. Arnold Goldberg, sole member, signed the petition.
Judge Donald R. Cassling presides over the case.
Harold D. Israel, Esq., at Levenfeld Pearlstein, LLC represents the
Debtor as legal counsel.
WEISS MULTI-STRATEGY: August 23 Claims Filing Deadline Set
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York set
Aug. 23, 2024, at 5:00 p.m. (Eastern Time) as the last date and
time for person or entity to file proofs of claim against Weiss
Multi-Strategy Advisers LLC and its debtor-affiliates.
The Court also set Dec. 16, 2024, at 5:00 p.m. (Eastern Time) as
the deadline for all governmental units to file their claims
against the Debtors.
Each proof of clam must be filed before the applicable bar date (i)
electronically, by using the interface available on Omni Agent
Solutions Inc.'s website at
https://www.omniagentsolutions.com/GWA-Claim or (ii) at:
If by first class mail, overnight or hand delivery:
Weiss Multi-Strategy Advisers LLC et al.
Claims Proceeding
c/o Omni Agent Solutions Inc.
5955 De Soto Avenue, Suite 100
Woodland Hills, CA 91367
Further information regarding the claims process, contact (i)
Omni's hotline at 866-771-0563 (US & Canada toll free) and
818-935-5305 (International), by emailing
GWAInquiries@omniagnt.com, and/or (ii) visiting Omni's website at
https://www.omniagentsolutions.com/GWA.
About Weiss Multi-Strategy Advisers
Weiss Multi-Strategy Advisers LLC filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Case No. 24-10743) on Apr. 29, 2024. In the petition signed by
George Weiss, manager, the Debtor disclosed $10 million to $50
million in assets and $100 million to $500 million in liabilities.
Judge Martin Glenn oversees the case.
The Debtor tapped Tracy L. Klestadt, Esq., at Klestadt Winters
Jureller Southard & Stevens, LLP as counsel and Omni Agent
Solutions, Inc. as claims and noticing agent.
WILSONART LLC: S&P Affirms 'B+' ICR, Outlook Stable
---------------------------------------------------
S&P Global Ratings affirmed its 'B+' issuer credit rating on
U.S.-based manufacturer and distributor of engineered surfaces
Wilsonart LL. At the same time, S&P assigned its 'B-' issue-level
rating and '6' recovery rating to the company's proposed $500
million senior unsecured notes. The '6' recovery rating indicates
its expectation for negligible (0%-10%; rounded estimate: 0%)
recovery in the event of a payment default.
The stable outlook reflects S&P's expectation that leverage will
remain in the 7.0x-7.5x range over the next 12 months.
Clayton, Dubilier & Rice (CD&R) reached an agreement with Illinois
Tool Works (ITW) to purchase ITW's remaining ownership position in
Wilsonart LLC, at which time Wilsonart will be fully owned by CD&R
and management.
S&P said, "We view Wilsonart's changes to its capital structure as
leverage-neutral and forecast S&P Global Ratings-adjusted leverage
to remain in the 7.0x-7.5x range through fiscal 2024.Wilsonart's
changes to its capital structure, which include refinancing its
term loan at a lower face amount, converting CD&R's preferred
equity position (which we previously treated as debt) to common
equity, and issuing unsecured notes to fund the buyout of ITW, do
not increase the company's leverage position in our view.
Wilsonart's fiscal 2024 rolling-12-months (RTM) S&P Global Ratings-
adjusted leverage was 7.1x on March 31, 2024. The capital structure
changes result in pro forma adjusted debt leverage in the 7.0x-7.5x
range, which is consistent with our expectations for a stable
outlook. Further, with the conversion of CD&R's equity position to
common from preferred, the company is no longer obligated to pay a
perpetual preferred dividend to CD&R.
"While we believe the company's adjusted leverage position will
remain in the 7.0x-7.5x range, we believe that its EBITDA interest
coverage will be pressured as higher interest expense associated
its senior unsecured notes will increase interest expense in the
short term. However, as volumes improve in fiscal 2025, we expect
the company's EBITDA to also strengthen, which in turn should
marginally improve the company's EBITDA interest coverage. That
said, we forecast adjusted EBITDA interest coverage in the
1.6x-2.1x range for fiscals 2024 and 2025.
"We forecast revenue to marginally decline in fiscal 2024 on volume
softness, followed by 2%-4% positive revenue growth in 2025.The
company's first-quarter 2024 sales declined in the 5%-7% area
compared with the same period in 2023, as lower demand for new and
replacement projects adversely affected the company's North
American and European markets. Our view is that demand for new and
replacement residential and commercial projects will face headwinds
through the remainder of fiscal 2024 as higher interest rates
continue to curtail customer spending. Thus, we forecast fiscal
2024 sales to decline by about 1%-4%, followed by positive revenue
growth in the 2%-4% range in fiscal 2025."
Wilsonart benefits from strong brand recognition and market share
but has a smaller and less diversified revenue base compared to
higher-rated building materials peers. The company has
well-established and recognized brands; however, it is smaller in
scale ($1.4 billion in revenues in 2023) compared to higher-rated
building materials peers. The company generates approximately 78%
of revenues in the U.S. and the remaining 22% in Europe. In
addition, 77% of revenue generated in 2023 was from laminates.
Wilsonart's competitive advantage is supported by its number-one
market share (about 52%) in North American high-pressure laminate
(HPL) hard surfaces and has a growing presence in other engineered
surface products, which are a common choice for horizontal surfaces
and countertops.
S&P said, "The stable outlook on Wilsonart reflects our expectation
for leverage to remain in the 7.0x-7.5x range, supported by the
company's steady backlog but offset by softness in new
nonresidential and residential construction markets.
"We could lower our rating on Wilsonart within the next 12 months
if credit metrics weakened with limited prospects for improvement
such that debt to EBITDA was sustained above 8x and EBITDA interest
coverage declined below 2x."
This could occur if:
-- Wilsonart pursued large debt-financed dividends or acquisitions
above what S&P has incorporated in its forecast.
-- Weak demand in new construction end markets extend longer than
S&P anticipates such that EBITDA declines well below its
expectations for the rating.
-- An upgrade is unlikely within the next 12 months given
Wilsonart's current leverage. S&P also views the ratings on
Wilsonart to be constrained at the current level due to its private
equity ownership.
However, S&P could raise the rating if:
-- Wilsonart's private equity sponsor committed to maintaining
leverage at less than 5x.
WORKHORSE GROUP: Issues $4MM in Convertible Notes and Warrants
--------------------------------------------------------------
As previously disclosed, on March 15, 2024, Workhorse Group Inc.
entered into a securities purchase agreement with an institutional
investor under which the Company agreed to issue and sell, in one
or more registered public offerings by the Company directly to the
Investor, (i) senior secured convertible notes for up to an
aggregate principal amount of $139,000,000 that will be convertible
into shares of the Company's common stock, par value of $0.001 per
share and (ii) warrants to purchase shares of Common Stock in
multiple tranches over a period beginning on March 15, 2024.
Pursuant to the Securities Purchase Agreement, on July 18, 2024,
the Company issued and sold to the Investor a (i) Note in the
original principal amount of $4,000,000 and (ii) Warrant to
purchase up to 2,715,777 shares of Common Stock. The Third
Additional Note was issued pursuant to the Company's Indenture
between the Company and U.S. Bank Trust Company, National
Association, as trustee, dated December 27, 2023, and a Fifth
Supplemental Indenture, dated July 18, 2024, entered into between
the Company and the Trustee.
As previously disclosed, the Company has issued and sold to the
Investor (i) Notes in aggregate original principal amount of
$22,285,714 and (ii) Warrants to purchase up to 5,487,198 shares of
Common Stock pursuant to the Securities Purchase Agreement
(following adjustment in connection with the Company's 1-for-20
reverse stock split, which became effective on June 17, 2024). As
of July 17, 2024, $5,600,000 aggregate principal amount remains
outstanding under the Notes, and no shares have been issued
pursuant to the Warrants.
"Upon our filing of one or more additional prospectus supplements,
and our satisfaction of certain other conditions, the Securities
Purchase Agreement contemplates additional closings of up to
$112,714,286 in aggregate principal amount of additional Notes and
a corresponding Warrant pursuant to the Securities Purchase
Agreement."
No Note may be converted and no Warrant may be exercised to the
extent that such conversion or exercise would cause the then holder
of such Note or Warrant to become the beneficial owner of more than
4.99%, or, at the option of such holder, 9.99% of the Company's
then outstanding Common Stock, after giving effect to such
conversion or exercise.
Like the Prior Notes:
(a) the Third Additional Note was issued with original issue
discount of 12.5%, resulting in $3,500,000 of proceeds to the
Company before fees and expenses. The Third Additional Note is a
senior, secured obligation of the Company, ranking senior to all
other unsecured indebtedness, subject to certain limitations and is
unconditionally guaranteed by each of the Company's subsidiaries,
pursuant to the terms of a certain security agreement and
subsidiary guarantee.
(b) the Third Additional Note bears interest at a rate of 9.0%
per annum, payable in arrears on the first trading day of each
calendar quarter, at the Company's option, either in cash or
in-kind by compounding and becoming additional principal. Upon the
occurrence and during the continuance of an event of default, the
interest rate will increase to 18.0% per annum. Unless earlier
converted or redeemed, the Third Additional Note will mature on the
one-year anniversary of the date hereof, subject to extension at
the option of the holders in certain circumstances as provided in
the Third Additional Note.
(c) all amounts due under the Third Additional Note are
convertible at any time, in whole or in part, and subject to the
Beneficial Ownership Cap, at the option of the holders into shares
of Common Stock at a conversion price equal to the lower of $1.1783
or (b) the greater of (x) $0.3708 and (y) 87.5% of the volume
weighted average price of the Common Stock during the ten trading
days ending and including the trading day immediately preceding the
delivery or deemed delivery of the applicable conversion notice, as
elected by the converting holder. The Reference Price and Floor
Price are subject to customary adjustments upon any stock split,
stock dividend, stock combination, recapitalization or similar
event. The Reference Price is also subject to full-ratchet
adjustment in connection with a subsequent offering at a per share
price less than the Reference Price then in effect. Subject to the
rules and regulations of Nasdaq, we have the right, at any time,
with the written consent of the Investor, to lower the reference
price to any amount and for any period of time deemed appropriate
by our board of directors. Upon the satisfaction of certain
conditions, we may prepay the Third Additional Note upon 15
business days' written notice by paying an amount equal to the
greater of (i) the face value of the Third Additional Note at
premium of 25% (or 75% premium, during the occurrence and
continuance of an event of default, or in the event certain
redemption conditions are not satisfied) and (ii) the equity value
of the shares of Common Stock underlying the Third Additional Note.
The equity value of the Common Stock underlying the Third
Additional Note is calculated using the two greatest volume
weighted average prices of our Common Stock during the period
immediately preceding the date of such redemption and ending on the
date we make the required payment.
(d) the Third Additional Note contains customary affirmative
and negative covenants, including certain limitations on debt,
liens, restricted payments, asset transfers, changes in the
business and transactions with affiliates. It also requires the
Company to maintain minimum liquidity on the last day of each
fiscal quarter in the amount of either (i) $1,500,000 if the sale
leaseback transaction of Company's manufacturing facility in Union
City, Indiana has not been consummated and (ii) $4,000,000 if the
Sale Leaseback has been consummated, subject to certain conditions.
The Third Additional Note also contains customary events of
default.
Under certain circumstances, including a change of control, the
holder may cause us to redeem all or a portion of the
then-outstanding amount of principal and interest on the Third
Additional Note in cash at the greater of (i) the face value of the
amount of the Third Additional Note to be redeemed at a 25% premium
(or at a 75% premium, if certain redemption conditions are not
satisfied or during the occurrence and continuance of an event of
default), (ii) the equity value of our Common Stock underlying such
amount of the Third Additional Note to be redeemed and (iii) the
equity value of the change of control consideration payable to the
holder of our Common Stock underlying the Third Additional Note.
In addition, during an event of default, the holder may require us
to redeem in cash all, or any portion, of the Third Additional Note
at the greater of (i) the face value of our Common Stock underlying
the Third Additional Note at a 75% premium and (ii) the equity
value of our Common Stock underlying the Third Additional Note. In
addition, during a bankruptcy event of default, we shall
immediately redeem in cash all amounts due under the Third
Additional Note at a 75% premium unless the holder of the Third
Additional Note waives such right to receive payment. Further, upon
the sale of certain assets, the holder may cause a redemption at a
premium, including upon consummation of the Sale Leaseback if the
redemption conditions are not satisfied. The Third Additional Note
also provides for purchase and participation rights in the event of
a dividend or other purchase right being granted to the holders of
Common Stock.
The exercise price per share of Common Stock under the Third
Additional Warrant is $2.9260. Like the Prior Warrants, the Third
Additional Warrant is immediately exercisable for a period of 10
years following its issuance date.
Like the Prior Warrants, the Investor has a purchase right that
allows the Investor to participate in transactions in which the
Company issues or sells certain securities or other property to
holders of Common Stock, allowing the Investor to acquire, on the
terms and conditions applicable to such purchase rights, the
aggregate purchase rights which the Investor would have been able
to acquire if the Investor held the number of shares of Common
Stock acquirable upon exercise of the Third Additional Warrant.
In the event of a Fundamental Transaction (as defined in the Third
Additional Warrant) that is not a change of control or corporate
event as described in the Third Additional Warrant, the surviving
entity would be required to assume the Company's obligations under
the Third Additional Warrant. In addition, if the Company engages
in certain transactions that result in the holders of the Common
Stock receiving consideration, a holder of the Third Additional
Warrant will have the option to either (i) exercise the Third
Additional Warrant prior to the consummation of such transaction
and receive the consideration to be issued or distributed in
connection with such transaction or (ii) cause the Company to
repurchase the Third Additional Warrant for its then Black Scholes
Value.
The issuance of the Third Additional Note, Third Additional Warrant
and the shares of Common Stock issuable upon conversion or
exercise, as the case may, have been registered pursuant to the
Company's effective shelf registration statement on Form S-3 (File
No. 333-273357), and the related base prospectus included in the
Registration Statement, as further supplemented by a prospectus
supplement filed on July 18, 2024.
About Workhorse Group
Workhorse Group Inc. -- http://www.workhorse.com-- is a technology
company focused on providing electric vehicles to the last-mile
delivery sector. As an American original equipment manufacturer,
the Company designs and builds high performance, battery-electric
trucks. Workhorse also develops cloud-based, real-time telematics
performance monitoring systems that are fully integrated with its
vehicles and enable fleet operators to optimize energy and route
efficiency. All Workhorse vehicles are designed to make the
movement of people and goods more efficient and less harmful to the
environment.
As of March 31, 2024, Workhorse Group had $113.87 million in total
assets, $46.45 million in total liabilities, and $67.42 million in
total stockholders' equity.
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.
ZOOZ POWER: Shifts Share Registration for TASE-Nasdaq Transfers
---------------------------------------------------------------
ZOOZ Power Ltd. disclosed in a Form 6-K Report filed with the U.S.
Securities and Exchange Commission that on July 17, 2024, the
registration of the ZOOZ ordinary shares, nominal value NIS 0.00286
per share, registered under the name of the Tel-Aviv Stock Exchange
nominee company and outstanding as of such date, was transferred
from the Nominee Company to the Company's transfer agent,
Continental Stock Transfer & Trust, to be registered under the name
of Cede & Co. in the Tel-Aviv Stock Exchange account at DTC,
instead of under the name of the Nominee Company.
Such transfer does not change any of the rights attached to the
Shares and is intended solely to enable an easier transfer of the
Shares between the TASE and the Nasdaq Capital Market for ZOOZ
shareholders wishing to do so.
About ZOOZ Power Ltd.
ZOOZ Power Ltd is engaged in research and development, marketing
and sales of energy storage systems to support fast chargers for
electric vehicles. The system is based on kinetic storage in
flywheels.
At December 31, 2023, the Company had NIS 48.8 million in total
assets, NIS 20 million in total liabilities, and NIS 28.8 million
in total equity.
Jerusalem, Israel-based Kesselman & Kesselman, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated March 31, 2024, citing that the Company has a current
loss of NIS 50 million and a negative cash flow from operating
activity of NIS 45.6 million in the year ended December 31, 2023.
Such circumstances raise substantial doubt about the Company's
ability to continue as a going concern.
[] San Antonio,Texas Experiences Significant Store Closures in 2022
-------------------------------------------------------------------
Steven Santana of MYSA reports that San Antonio faces significant
store closures so far in 2024.
This has been a year for surprising bankruptcy declarations from
legacy San Antonio companies, layoffs and stores closing their
doors as they struggled to recover from the pandemic. We are half
way through 2024 an we have already seen major retail chains close
all of their doors while others buy up their spaces.
MySA went back through its own reporting as well as other reports
to give you some of the stores we said goodbye to in 2024.
* 99 Cents Only Stores
This is one is still fresh. This year the California-based bargain
chain, 99 Cents Only Stores, announced that it would close the
doors to all of its stores in May 2024. There were 40 locations in
Texas with five of them in San Antonio.
Now the leases to those properties are being bought up by other
bargain stores like Ollie's Bargain Outlet and Dollar Tree.
* Jefferson Bodega
MySA was sad to see this neighborhood staple corner store announce
in March that it would close permanently after the owners tried to
get someone to buy the business and keep it going. The store was
known for its rotating collection of novelty snacks and drinks from
Japan and other countries as well as those hard to find promotional
snacks.
* Kroger
While Kroger's return to San Antonio was in the form of a delivery
service and warehouse, this still counts as a closure. Kroger
announced in March that it would discontinue its delivery service
in San Antonio and Austin after just two years from moving back in
May because the service didn't perform as well as the grocer hoped.
* Rue21
Rue21 is a clothing store that said in May that Chapter 11
bankruptcy means Rue 21 would close all 540 of its U.S. stores.
That list included three stores in San Antonio. Rue21 has $194.4
billion in debt, Reuters reported Wednesday, June 12, 2024.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2024. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***