/raid1/www/Hosts/bankrupt/TCR_Public/240809.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, August 9, 2024, Vol. 28, No. 221
Headlines
22ND CENTURY: Robert Manfredonia Named EVP of Sales and Marketing
59 NORTH 6TH STREET: Unsecureds to Get 100% in Creditor's Plan
921 EAST 84: Seeks to Extend Plan Exclusivity to Dec. 9
ABILENE CONVENTION: S&P Lowers 2021A Revenue Bonds Rating to 'BB-'
AC DESIGN PROPERTY: Case Summary & Nine Unsecured Creditors
ACORDA THERAPEUTICS: Seeks to Extend Plan Exclusivity to Sept. 30
ADVANCED URGENT: Case Summary & 20 Largest Unsecured Creditors
AFFORDABLE LOGISTICS: Samuel Dawidowicz Named Subchapter V Trustee
AKRONYM BREWING: Frederic Schwieg Named Subchapter V Trustee
AKRONYM PUBLIC: Frederic Schwieg Named Subchapter V Trustee
ALPINE 4 HOLDINGS: CFO to Resign by Aug. 30 Due to Threats
ALPINE 4 HOLDINGS: Gerry Garcia Discloses Class A, C Stock Holdings
ALPINE 4 HOLDINGS: Moves Shareholder Meeting to Nov. 1
ALPINE 4 HOLDINGS: Nasdaq Extends Compliance Deadline to Oct. 31
AMC ENTERTAINMENT: Moody's Appends '/LD' to 'Caa2-PD' PDR
ARCOSA INC: Moody's Affirms Ba2 CFR & Lowers Unsecured Notes to Ba3
ASCENT SOLAR: Incurs $3.45 Million Net Loss in Second Quarter
ASHFORD HOSPITALITY: Reports Solid Operating Performance in Q2 2024
ATLANTIC NEUROSURGICAL: Eastman Appointed as New Committee Member
AULT ALLIANCE: Registers 1.5M Preferred Shares for Possible Resale
BAUDAX BIO: Plan Exclusivity Period Extended to Aug. 20
BEITLER TEXAS: Taps Levene Neale Bender as Bankruptcy Counsel
BEN'S CREEK: Seeks to Extend Plan Exclusivity to Oct. 11
BENHAM ORTHODONTICS: Voluntary Chapter 11 Case Summary
BEYOND AIR: Incurs $13.06 Million Net Loss in First Quarter
BINDER SCIENCE: Hires DeMarco-Mitchell PLLC as General Counsel
BINDER SCIENCE: Hires Patric Palcic as Chief Restructuring Officer
BLACKPOINT CAPITAL: Soneet Kapila Named Subchapter V Trustee
BREWER'S AUTO: Taps AR Law Partners as Bankruptcy Counsel
C M HEAVY: Case Summary & 20 Largest Unsecured Creditors
CAPITAL TRUST: Moody's Affirms Ba2 Rating on 2018A/B Revenue Bonds
CHERNY PROPERTIES: Property Sale Proceeds to Fund Plan
CLEARPOINT NEURO: Incurs $4.41 Million Net Loss in Second Quarter
CLINE DESIGN: Plan Exclusivity Period Extended to Sept. 9
COACH USA: Class Action Stayed Due to Bankruptcy Proceedings
COMMUNITY HEALTH: Inks $120MM Asset Purchase Deal With WoodBridge
COMMUNITY HEALTH: S&P Cuts ICR to 'SD' on Senior Note Repurchase
CONGOLEUM CORP: BIW Loses Bid to Reopen 2003 Bankruptcy Case
COSMOS GROUP: Halts Authorized Capital Increase, Withdraws DEF 14C
COVE CASTLES: Case Summary & Two Unsecured Creditors
CXOSYNC LLC: Hires Peter Ordower as Special Litigation Counsel
CXOSYNC LLC: Hires Wolf Rifkin Shapiro as Trademark Counsel
CXOSYNC LLC: Seeks to Hire Schneider & Stone as Bankruptcy Counsel
CYANOTECH CORPORATION: Incurs $1.20M Net Loss in First Quarter
DCG ACQUISITION: S&P Withdraws 'B-' Issuer Credit Rating
DEBORAH'S LLC: Robert Alan Byrd Named Subchapter V Trustee
EARTH SCIENCE: Posts $1.1 Million Net Income in Q1 2024
EARTHSNAP INC: Seeks to Hire Wiley Law Group as Legal Counsel
EL VERDE: Hires Hector Eduardo Pedrosa Luna as Attorney
ELECTROCORE INC: Incurs $2.66 Million Net Loss in Second Quarter
ENGINEERING RESEARCH: S&P Assigns 'B-' ICR, Outlook Stable
ENVIVA INC: Seeks to Hire Paul Weiss Rifkind as Attorney
ENVIVA INC: Seeks to Hire Vinson & Elkins as Special Counsel
ETOILE ACADEMY: S&P Assigns 'BB' ICR, Outlook Stable
EYENOVIA INC: Regains Nasdaq Compliance for Minimum Bid Price
FORMATION HOLDINGS: Taps Hartman Wanzor McNamara as Accountant
FRANCISCO'S BUILDING: Taps Totaro & Shanahan as Insolvency Counsel
FREIRICH FOODS: Plan Exclusivity Period Extended to Oct. 31
FS VENTURES: Seeks to Hire Neeleman Law as Bankruptcy Counsel
FYM LLC: Case Summary & Two Unsecured Creditors
GLOBAL PAYMENT: Hires Keery McCue PLLC as Bankruptcy Counsel
GLOBAL PAYMENT: James Cross Named Subchapter V Trustee
HARDING HOUSE: Taps McLemore Auction Company as Auctioneer
HAWAIIAN HOLDINGS: DOJ Extends Review for Alaska Merger to Aug. 15
INNOVATE CORP: Posts $13.9 Million Net Income in Second Quarter
INNOVATIVE SOLUTIONS: Kevin Neiman Named Subchapter V Trustee
INTERNATIONAL HOLDINGS: Taps Mark S. Roher P.A. as Legal Counsel
JSCO ENTERPRISES: Hires Lain Faulkner & Co as Accountant
JTRE 14 VESEY: Property Sale Proceeds to Fund Plan Payments
KAPS CONSTRUCTION: Eric Terry Named Subchapter V Trustee
KENNISON STRATEGIC: Case Summary & Two Unsecured Creditors
KWIKCLICK INC: Incurs $339K Net Loss in Second Quarter
LEASING TRUCK: Hires Law Offices of David Freydin as Legal Counsel
LIFESPANN ENHANCED: Taps O'Brien Legal as Bankruptcy Counsel
LOVE AND BASKETBALL: Taps DeMarco-Mitchell PLLC as General Counsel
LTC TRANSPORTATION: Hires Diller and Rice as Bankruptcy Counsel
LUMEN TECHNOLOGIES: Incurs $49 Million Net Loss in Second Quarter
MASHANTUCKET (WESTERN): S&P Lowers Term Loan B Rating to 'D'
MIG EAST: Amends Unsecured Claims Pay Details
MMA LAW: Plan Exclusivity Period Extended to Nov. 27
MOBILEUM INC: Seeks to Hire Evercore Group as Investment Banker
MOBILEUM INC: Seeks to Hire Weil Gotshal & Manges LLP as Attorney
NEW PHILADELPHIA: Voluntary Chapter 11 Case Summary
NEW WAY MACHINE: Unsecureds Will Get 100% over 60 Months
NITRO FLUIDS: Hires Cabello Hall Zinda as Litigation Counsel
NORTHWEST RENEWABLE: Taps Turning Point as Financial Advisor
NUZEE INC: Yalan Yang Holds 6.12% Equity Stake
NUZEE INC: Yanqin Chen Holds 6.12% Equity Stake
NV HOMESTEAD: S&P Raises 2018A Bond Rating to 'B+', Outlook Pos.
OHANA RESTAURANT: Nat Wasserstein Named Subchapter V Trustee
PATINOS CONCRETE: Unsecureds to be Paid in Full over 36 Months
PEGTON BUILDING: Case Summary & 15 Unsecured Creditors
PG&E CORP: Court Tosses Galvez's Bankruptcy Claim Appeal
PLAZA ESTATES: Taps Law Office of Lewis Phon as Legal Counsel
POLAR POWER: Names Michael Field as Director and Compensation Chair
PROS HOLDINGS: Reports $7.4 Million Net Loss in Fiscal Q2
PUNTO OTTICO: Continued Operations to Fund Plan Payments
QLESS INC: Seeks to Hire Kurtzman Carson as Administrative Advisor
QLESS INC: Unsecured Creditors to Recover 88.75% or 6.9% of Claims
RAP OPERATING: Seeks to Hire Rozier McKay & Willis as Accountant
RAPTOR AUTO: Seeks to Extend Plan Exclusivity to January 8, 2025
RAYONIER ADVANCED: Posts $11.4 Million Net Income in Second Quarter
REALTY RELIANCE: Taps DeMarco-Mitchell PLLC as General Counsel
RECOM LLC: Seeks to Hire Cohne Kinghorn as Bankruptcy Counsel
RED LOBSTER: Unsecureds' Recovery "Unknown" in Plan
RIBBON COMMUNICATIONS: Posts $16.8 Million Net Loss in Q2 2024
RISE MANAGEMENT: Case Summary & 19 Unsecured Creditors
ROCKIN A ELECTRIC: Unsecureds to Get 2 Cents on Dollar in Plan
ROEBLING DEVELOPMENT: Voluntary Chapter 11 Case Summary
S&W SEED: Australian Unit Placed Under Administration
SAS AB: Seeks to Hire McCann FitzGerald as Special Counsel
SILVERBILLS INC: Eric Huebscher Named Subchapter V Trustee
SOUL QUEST: Taps Nardella & Nardella as Bankruptcy Counsel
SUNPOWER CORP: Grants Retention Bonuses to Executives
SYNAPSE FINANCIAL: Trustee Taps GlassRatner as Financial Advisor
TAMPA LIFE: Seeks to Extend Plan Exclusivity to Oct. 2
TULSA PYTHIAN: S&P Lowers 2016A Revenue Bond Rating to 'BB+'
TURNING POINT: Moody's Hikes CFR to B1 & Alters Outlook to Stable
TW AUTOMATION: Unsecureds Will Get 10% via Quarterly Payments
UNITED TRUSTT: Taps Regional Bankruptcy Center as Counsel
VEGAMON ENTERPRISES: Hires Freeman Law as Bankruptcy Counsel
VERTEX ENERGY: Updates Loan Agreement, Secures $20MM in Term Loan
VINTAGE WINE: Faces Nasdaq Delisting
VINTAGE WINE: Patrick Roney Steps Down as Executive Chairman
VINTAGE WINE: Subsidiary Splinter Group Files Chapter 11 Case
VIRGINIA TRUE: Kleinhendler, et al. Suit Goes to Trial
VIVOT EQUIPMENT: U.S. Trustee Unable to Appoint Committee
W.F. JACKSON: Seeks to Extend Plan Exclusivity to December 23
WAVEDANCER INC: Inks $3.5M Private Placement in Merger With Firefly
WEST CENTRO: Case Summary & 19 Unsecured Creditors
WESTCLIFF INVESTORS: Taps Levene Neale Bender as Bankruptcy Counsel
WHITESTONE INDUSTRIAL: Taps Gregory J. Dalton as Special Counsel
WINDSOR HOTEL: Hires Mumford Company as Real Estate Broker
WISCONSIN & MILWAUKEE: Plan Exclusivity Period Extended to Dec. 9
ZAGACITY TECH: Plan Exclusivity Period Extended to October 28
ZION OIL: Incurs $2.06 Million Net Loss in Second Quarter
[^] BOOK REVIEW: THE ITT WARS
*********
22ND CENTURY: Robert Manfredonia Named EVP of Sales and Marketing
-----------------------------------------------------------------
22nd Century Group, Inc. announced the appointment of Robert
Manfredonia as Executive Vice President of Sales and Marketing,
effective August 1, 2024.
"I am excited to have Robert join 22nd Century as we round out the
executive team. I have worked with Robert previously, and he has a
deep knowledge and skillset to drive consumer brands in the market.
Along with his tenacity and creativity, Robert understands the
channels that power regulated products such as tobacco, leveraging
his experience and background in spirits. We are looking forward to
Robert's contribution to advancing 22nd Century's branded products,
especially our rebranded VLN® cigarettes, when we relaunch, which
will begin accelerating our growth," Said Larry Firestone, Chairman
and CEO.
Manfredonia brings almost 30 years of experience in regulated
consumer products sales and marketing experience, primarily in the
adult beverage space across the spirits, wine and beer categories.
His experience brings a deep knowledge and comprehensive
capabilities to expedite distribution, accelerate volume growth and
build brand enterprise value. Along with large entities, he has
developed start-up brands with channel segment strategic planning
and development, tactical coordination and implementation, account
programming, shelf standards and retail execution disciplines, with
a particular interest in corporate retail channel development for
new to market, early stage and mid-sized brands.
He previously served as Senior Vice President of Retail Corporate
Accounts for Bonavita Beverage Group since 2019, and in the same
role at Eastside Distilling from 2015-2019. Prior to entering the
beverage business with Miller Brewing Company in 1999, he was a
chain manager at Southern Glazer's Wine and Spirits and proudly
served in the United States Air Force.
About 22nd Century Group
Mocksville, N.C.-based 22nd Century Group, Inc. is a tobacco
products company with sales and distribution of its own proprietary
new reduced nicotine tobacco products authorized as Modified Risk
Tobacco Products by the FDA. Additionally, it provides contract
manufacturing services for conventional combustible tobacco
products for third-party brands.
For the year ended December 31, 2023, the Company reported a net
loss of $140.8 million compared to a net loss of $59.8 million in
2022. As of March 31, 2024, the Company had $24.6 million in total
assets, $36.2 million in total liabilities, and $11.6 million in
total shareholders' deficit.
Buffalo, N.Y.-based Freed Maxick, CPAs, PC, the Company's auditor
since 2011, issued a "going concern" qualification in its report
dated March 28, 2024, citing that the Company has incurred
significant losses and negative cash flows from operations since
inception and expects to incur additional losses until such time
that it can generate significant revenue and profit in its tobacco
business. Further, the Company has negative working capital and a
shareholders' deficit as of December 31, 2023. This raises
substantial doubt about the Company's ability to continue as a
going concern.
59 NORTH 6TH STREET: Unsecureds to Get 100% in Creditor's Plan
--------------------------------------------------------------
59-63 North 6th Associates LLC, a secured creditor and mortgagee of
59 North 6th Street LLC, filed with the U.S. Bankruptcy Court for
the Eastern District of New York a First Amended Plan of
Reorganization for the Debtor dated July 19, 2024.
There are 2 classes of secured claims which will be paid, either
(a) at the Closing from either (i) Refinancing Proceeds, Joint
Venture Proceeds, or Sale Proceeds if the Property is sold to a
Purchaser under the Sale Transaction, or (ii) if Secured Creditor
is the Purchaser of the Property pursuant to a credit bid, the
Secured Creditor shall receive the Property.
General unsecured creditors are classified in Class 3 of the Plan.
Creditors in the unsecured Class will receive, except to the extent
that a holder of an Allowed General Unsecured Claim against the
Debtor has agreed to a less favorable treatment of such Claim, on
the Effective Date, 100% percent of their Allowed Claims from
either a Refinancing Transaction, Joint Venture Transaction or Sale
Transaction.
Class 3 consists of General Unsecured Creditors' Claims. The
Allowed Class 3 Claims shall be paid, in full, on the Distribution
Date, either from the Refinancing Proceeds, the Joint Venture
Proceeds or the Sale Proceeds or from the Secured Creditor in the
event the Secured Creditor is the successful bidder at the Auction
by Credit Bid. The allowed unsecured claims total $15,000.00. This
Class will receive a distribution of 100% of their allowed claims.
Class 3 is unimpaired under the Plan.
Class 4 consists of the Member of the Debtor. The holder of the
Equity Interests in the Debtor will receive on the Distribution
Date his Pro-Rata share of the Sale Proceeds, if any, after payment
in full to all senior Allowed Claims including Allowed
Administrative Claims (including Professional Fees, UST Fees and
Broker's Fees), Administrative Tax Claims, Priority Claims, and
Allowed Claims in Classes 1, 2 and 3.
In the event that the Plan is funded through a Refinancing
Transaction, the holder of the Interests shall retain his Existing
Equity Interests in the Debtor and shall receive no other
distribution under the Plan. In the event that the Plan is funded
through the Joint Venture Proceeds, the holder of the Interests
shall retain his Existing Equity Interest(s) in the Debtor subject
to the terms of any Joint Venture Agreement, and shall receive no
further Distribution under the Plan.
In the event that the Plan is funded through a Sale Transaction,
the holder of the Interests shall have his Existing Equity
Interests cancelled and shall receive no Distribution under the
Plan. Class 4 is unimpaired under the Plan. Class 4 is not entitled
to vote to accept or reject the Plan.
If the Debtor is able to refinance its obligations and fund the
Refinancing Proceeds or procure a Joint Venturer who can fund the
Joint Venture Proceeds, then the Plan will be funded by either the
Refinancing Proceeds or Joint Venture Proceeds and such proceeds
will be made available for distribution to Creditors under the Plan
and paid on the Distribution Date.
A Refinancing Transaction would require the Debtor to obtain a new
loan generating proceeds of approximately $31,000,000. A conforming
commercial loan for a property located in New York City would
require repayment of interest, likely at 8% per annum, plus an
additional 1% for principal amortization. Translating these terms
to a $31,000,000 loan would require debt service payments of
approximately $2,700,000 per annum. The Debtor will need to produce
leases generating rental income in excess of this amount.
Presently, the Debtor has no leasing prospects.
A full-text copy of the First Amended Plan dated July 19, 2024 is
available at https://urlcurt.com/u?l=H5CqXe from PacerMonitor.com
at no charge.
Attorneys for 59-63 North 6th Associates LLC:
Kriss & Feuerstein LLP
Jerold C. Feuerstein, Esq.
Daniel N. Zinman, Esq.
Stuart L. Kossar, Esq.
360 Lexington Avenue, Suite 1200
New York, New York 10017
Telephone: 212-661-2900
Fax: 212-661-9397
About 59 North 6th Street
59 North 6th Street LLC is a Single Asset Real Estate (as defined
in 11 U.S.C. Sec. 101(51B)). The Debtor owns in fee simple title a
property located at 59 North 6th Street Brooklyn, NY 11249 valued
at $26 million.
59 North 6th Street filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41149) on April 3,
2023. In the petition filed by Rehan Perveez, managing member, the
Debtor reported total assets of $26,000,000 and total liabilities
of $26,032,348.
Judge Nancy Hershey Lord oversees the case.
Gary Kushner, Esq., at Goetz Fitzpatrick LLP serves as the Debtor's
counsel.
921 EAST 84: Seeks to Extend Plan Exclusivity to Dec. 9
-------------------------------------------------------
921 East 84 Street LLC asked the U.S. Bankruptcy Court for the
Eastern District of New York to extend its exclusivity period to
file a small business chapter 11 plan of reorganization and
disclosure statement to December 9, 2024.
In the instant case, the Debtor is the owner of the property
located at 921 East 84 Street, Brooklyn, NY 11236. Due to the
scheduled foreclosure sale, the Debtor filed bankruptcy proceedings
in order to resolve the claim of the secured Creditor.
This is the Debtor's second request for an extension of exclusivity
period and the first request for an extension of the Time period to
file a Small Business Chapter 11 plan of reorganization and
Disclosure Statement.
The Debtor explains that the requested extension of the exclusivity
period and the time period to file a plan and disclosure statement
is necessary due to the fact, that the time to file a plan and
disclosure statement is set to expire on September 9, 2024, and the
Debtor needs additional time to resolve the claim filed by the main
secured Creditor PennyMac Loan Services, LLC, to obtain Court
approval of the reached terms and to file a plan of reorganization
and disclosure statement, offering treatment to the main and other
remaining Creditors of the estate. On June 26, 2024, the Debtor
proposed an offer and is currently waiting for the response from
the Bank.
921 East 84 Street LLC is represented by:
Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
2799 Coney Island Avenue., Suite 202
Brooklyn, NY 11235
Telephone: (718) 513-3145
Email: alla@kachanlaw.com
About 921 East 84 Street LLC
921 East 84 Street LLC in Brooklyn, NY, filed its voluntary
petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No.
24-40148) on January 11, 2024, listing $529,000 in assets and
$1,005,542 in liabilities. Hillel Stein as president, signed the
petition.
Judge Nancy Hershey Lord oversees the case.
The LAW OFFICES OF ALLA KACHAN, P.C. serves as the Debtor's legal
counsel.
ABILENE CONVENTION: S&P Lowers 2021A Revenue Bonds Rating to 'BB-'
------------------------------------------------------------------
S&P Global Ratings lowered the rating on Abilene Convention Center
Hotel Development Corp.'s (ACCHDC) series 2021A senior first-lien
hotel revenue bonds by one notch to 'BB-' from 'BB' given its
lower-than-expected profit margin.
The project is a 200-key, upscale DoubleTree hotel in downtown
Abilene, Texas, which commenced operations in June 2023. ACCHDC, a
nonprofit local government corporation created by the City of
Abilene, issued $19.435 million first-lien senior (rated) and
$23.61 million second-lien subordinate (not rated) hotel revenue
bonds to fund the construction and development costs of the hotel.
The City of Abilene is not obligated to repay the hotel's senior
bonds.
It funded improvements to an adjacent convention center that is
connected to the new hotel, along with parking and other supporting
facilities. This was funded with the proceeds of the certificates
of obligation secured by the city's ad valorem tax revenue as well
as an equity contribution from the city. Garfield Public/Private
LLC is the project developer, and its fully owned subsidiary is the
asset manager for the asset. The hotel is operated by Hilton.
S&P said, "The hotel's key operating metrics met our base-case
forecast, but its net operating cash flow lagged our projection due
to high sensitivity to profit margin, which was lower than our
expectation. For the nine months in FY 2024 (October 2023-June
2024), the hotel's RevPAR was about $99, tracking close to our $96
base-case forecast. Its 64% occupancy was in line with our 60%
base-case forecast, whereas the $156 average daily rate (ADR)
slightly underperformed our $160 base-case forecast. From April to
June 2024, the hotel performed well as it entered the first summer
peak since opening, with an average RevPAR of $115 and 74%
occupancy. Events like music festivals, university sing song
competitions, ranch rodeos, and children's art and literacy
activities have been contributing to the hotel's high summer
demand. But we expect slight dip in performance suggesting the
summer season provided a temporary boost to metrics."
The hotel was able to turn its negative GOP margin positive in the
past three months and achieved a GOP margin of 8%. S&P said,
"However, this is still below our 10% base-case forecast. The gap
was mainly due to lower-than-expected F&B revenue. Its F&B revenue
lagged our base case forecast primarily because of lower catering
revenue. Year-to-date FY 2024, the hotel earned about $2.6 million
of revenue in the F&B segment, which is about 48% of room revenue
compared with our 60% base-case forecast. Departmental expenses
were also higher than expected in terms of percent to corresponding
revenues. Therefore, we revised our assumed percentages for F&B
revenue and departmental expenses to be more in line with actual
levels."
As the hotel continues to ramp up in the next two to three years,
its net operating cash flow will be very sensitive to profit margin
because it remains at a relatively low level. S&P's revised
base-case forecast assumes an 8% GOP margin for FY 2024. With this
2% difference on margin, the cash flow available for debt service
drops over 50% to slightly over $200,000 from nearly $500,000. This
has weakened our expected debt service coverage ratios (DSCRs) to
0.24x from 0.52x for FY 2024, and to 0.93x from 1.20x for FY 2025.
S&P said, "Our 'BB-' rating on ACCHDC's senior debt reflects the
project's prolonged ramp-up DSCRs and ample liquidity to cover
upcoming debt service payments. The City of Abilene approved
$944,178 of funding in its FY 2025 budget to support the hotel's
debt service payment. We anticipate the city will transfer the
money to the project before the next debt service due date (Oct. 1,
2024). The funding is sufficient to cover the $570,638 senior debt
service payment due on Oct. 1, 2024, which essentially rules out
the need of drawing on its senior debt service reserve account
(DSRA) to cover debt service shortfalls for this upcoming debt
service. We do not factor this funding into our calculation of
DSCRs as our metrics are based on operating cash flow but the
injection is a significant boost to liquidity.
"We expect the project to achieve a 0.93x DSCR in FY 2025 and above
1.0x from FY 2026 onwards in our revised base-case forecast. We
forecast the project will need to draw 4% from its senior DSRA in
FY 2025 and replenish it to the required $2 million balance by the
end of FY 2026. Our expectation is based on our current projection
of the hotel's performance, which is subject to the high
sensitivity of Abilene's local lodging market demand and the
hotel's profitability level."
As of June 30, 2024, the project has about $1.8 million in senior
DSRA, equivalent to 1.35x of maximum annual senior debt service
payments. Total senior debt service payment will be about $1.1
million in FY 2025.
S&P said, "The negative outlook reflects the hotel's profitability
risk with respect to the stabilization of operating costs as it
ramps up. We expect its financial performance beyond 2025 will
modestly improve and coverage will increase above 1x from 2026.
Under our base-case forecast, we forecast the project will draw 4%
from its first-lien senior DSRA and fully replenish it to $2
million (150% of maximum annual senior debt service) by the end of
2026.
"We could lower the senior debt rating if the hotel underperforms
our base-case occupancy and ADR forecast or incurs significantly
higher-than-forecasted costs that lead to material decline in
profit margin and additional draws from its first-lien senior DSRA
in FY 2025.
"We could revise outlook to stable if the hotel meets our base-case
forecast and draws no more than we expect from first-lien senior
DSRA under our base case. We could also raise the senior debt
rating if the hotel ramps up significantly better than our
base-case forecast, leading to a minimum base case senior DSCR well
above 1.0x in FY 2025. To achieve a break-even 1.0x senior DSCR, we
expect occupancy and ADR must be at least 63% and $163, and GOP
margin must be above 16% (roughly double current level),
respectively."
AC DESIGN PROPERTY: Case Summary & Nine Unsecured Creditors
-----------------------------------------------------------
Debtor: AC Design Property & Equipment Corp
638 Sharrotts Road
Staten Island, NY 10309
Business Description: AC Design is a Single Asset Real Estate
debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: August 7, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-43277
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Paul Hollender, Esq.
CORASH & HOLLENDER
1200 South Avenue
Suite 201
Staten Island, NY 10314
Tel: 718-442-4424
Fax: 718-273-4847
Email: info@silawfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jeffrey Arcello as authorized
representative of the Debtor.
A full-text copy of the petition containing, among other items, a
list of the Debtor's nine unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/ZQUMQ2I/AC_Design_Property__Equipment__nyebke-24-43277__0001.0.pdf?mcid=tGE4TAMA
ACORDA THERAPEUTICS: Seeks to Extend Plan Exclusivity to Sept. 30
-----------------------------------------------------------------
Acorda Therapeutics, Inc. and its affiliates asked the U.S.
Bankruptcy Court for the Southern District of New York to extend
their exclusivity periods to file a plan of reorganization and
obtain acceptance thereof to September 30 and November 29, 2024,
respectively.
These chapter 11 cases involve six Debtor entities that operate on
an international basis. The Debtors have thousands of creditors and
other parties in interest. The Debtors emergence from chapter 11
will require them to work with the Committee and other parties in
interest to resolve concerns related to the plan and potential
claims against the Debtors.
The Debtors explain that they have already taken several key steps
and obtained certain critical relief necessary for their ultimate
reorganization, including negotiating and implementing the DIP
financing, consummating the sale of substantially all of their
assets. The Debtors have been working expeditiously to establish
the basis for a value-maximizing plan of reorganization and to
establish maximum stakeholder support for such a plan, however,
that they could benefit from additional time to complete those
negotiations ahead of the expiry of the Exclusivity Periods.
Moreover, continued exclusivity will permit the Debtors to continue
negotiations with key stakeholder groups to come to a consensual
chapter 11 plan. Throughout these Chapter 11 Cases, the Debtors
have had regular and transparent communications with all of their
major stakeholder groups. Ultimately, extending the Exclusivity
Periods will benefit the Debtors' estates, their creditors, and all
other key parties in interest by allowing the Debtors time to
continue to work to build support for a value-maximizing plan of
reorganization.
The Debtors claim that they have taken substantial steps toward
reorganization, including obtaining approval of the disclosure
statement, soliciting votes on the chapter 11 plan, and engaging in
ongoing dialogue and communication with the Committee on and the
U.S. Trustee on certain provisions of the plan during their short
time in chapter 11. The Debtors continue to constructively engage
with the Committee and the U.S. Trustee and require additional time
to negotiate certain provisions of the plan to build consensus
among all stakeholder groups.
The Debtors assert that they are not seeking an extension of the
Exclusivity Periods to pressure any of their creditors. To the
contrary, the Debtors have been actively engaged with the Committee
to resolve their objections to the plan. The Debtors are seeking an
extension of the Exclusivity Periods to preserve and further the
progress made to date on their negotiations with the Committee.
Counsel for the Debtors:
John R. Dodd, Esq.
Baker & McKenzie LLP
1111 Brickell Avenue, 10th Floor
Miami, FL 33130
Tel: (305) 789-8900
Fax: (305) 789-8953
Email: john.dodd@bakermckenzie.com
Blaire Cahn, Esq.
Baker & McKenzie LLP
452 Fifth Avenue
New York, NY 10018
Telephone: 212-626-4100
Facsimile: 212-310-1600
Email: blaire.cahn@bakermckenzie.com
About Acorda Therapeutics
Acorda Therapeutics Inc. is a biopharmaceutical company that has
developed breakthrough products, therapies, and biotechnology to
restore function and improve the lives of people with neurological
disorders. INBRIJA is approved for intermittent treatment of OFF
episodes in adults with Parkinson's disease treated with
carbidopa/levodopa.
Acorda Therapeutics Inc. and its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 24-22284) on April 1, 2024. In the petition signed by Michael
A. Gesser, as chief financial officer, the Debtor disclosed total
assets as of Dec. 31, 2023, of $108,525,000 and total debt as of
Dec. 31, 2023, of $266,204,000.
The Honorable Bankruptcy Judge David S. Jones handles the case.
The Debtor tapped Baker McKenzie as legal counsel; Togut, Segal &
Segal LLP as conflicts counsel; Ernst & Young as financial advisor;
and Ducera Partners and Leerink Partners as investment bankers.
Kroll Restructuring Administration is the claims agent.
Merz is being advised by Freshfields Bruckhaus Deringer US LLP as
legal counsel, Morgan Stanley as investment banker, and Deloitte as
financial and tax advisors. Senior Convertible Noteholders are
being advised by King & Spalding as legal counsel and Perella
Weinberg Partners as investment banker.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
ADVANCED URGENT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Advanced Urgent Care, LLC
d/b/a Advanced Urgent Care and Occupational Medicine
3465 County Road 23
Fort Lupton, CO 80621
Business Description: The Debtor is a locally owned and operated
urgent care services provider. It also
offers on-site laboratory services, x-ray
services, and physical exams.
Chapter 11 Petition Date: August 7, 2024
Court: United States Bankruptcy Court
District of Colorado
Case No.: 24-14536
Debtor's Counsel: David J. Warner, Esq.
WADSWORTH GARBER WARNER CONRARDY, P.C.
2580 West Main Street
Suite 200
Littleton, CO 80120
Tel: 303-296-1999
Email: dwarner@wgwc-law.com
Total Assets: $0
Total Liabilities: $7,261,749
The petition was signed by Anthony G. Euser as managing member.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/QAGKDFA/Advanced_Urgent_Care_LLC__cobke-24-14536__0004.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/T5SIJVQ/Advanced_Urgent_Care_LLC__cobke-24-14536__0001.0.pdf?mcid=tGE4TAMA
AFFORDABLE LOGISTICS: Samuel Dawidowicz Named Subchapter V Trustee
------------------------------------------------------------------
The U.S. Trustee for Region 2 appointed Samuel Dawidowicz as
Subchapter V trustee for Affordable Logistics Inc.
Mr. Dawidowicz will be paid an hourly fee of $525 for his services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Dawidowicz declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Samuel Dawidowicz
215 East 68th Street
New York, NY 10065
Phone: (917) 679-0382
About Affordable Logistics
Affordable Logistics Inc., doing business as Koski Trucking, is a
privately held trucking company.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-22668) on July 30,
2024, with $725,332 in assets and $2,112,105 in liabilities. Keith
Koski, president, signed the petition.
Judge Sean H. Lane presides over the case.
Dawn Kirby, Esq., at Kirby Aisner & Curley, LLP represents the
Debtor as legal counsel.
AKRONYM BREWING: Frederic Schwieg Named Subchapter V Trustee
------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Frederic Schwieg,
Esq., at Schwieg Law, as Subchapter V trustee for Akronym Brewing,
LLC.
Mr. Schwieg will be paid an hourly fee of $350 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Schwieg declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Frederic P. Schwieg, Esq.
Schwieg Law
2705 Gibson Drive
Rocky River, OH 44116-1815
Phone: (440) 499-4506
Email: fschwieg@schwieglaw.com
About Akronym Brewing
Akronym Brewing, LLC filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-51134) on
July 30, 2024, with $100,001 to $500,000 in both assets and
liabilities.
Judge Alan M. Koschik presides over the case.
Michael A. Steel, Esq., at Steel & Company Law Firm represents the
Debtor as bankruptcy counsel.
AKRONYM PUBLIC: Frederic Schwieg Named Subchapter V Trustee
-----------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Frederic Schwieg,
Esq., at Schwieg Law, as Subchapter V trustee for Akronym Public
House and Pilot Brewing, LLC.
Mr. Schwieg will be paid an hourly fee of $350 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Schwieg declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Frederic P. Schwieg, Esq.
Schwieg Law
2705 Gibson Drive
Rocky River, OH 44116-1815
Phone: (440) 499-4506
Email: fschwieg@schwieglaw.com
About Akronym Public House and Pilot Brewing
Akronym Public House and Pilot Brewing, LLC filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ohio
Case No. 24-51135) on July 30, 2024, with $100,001 to $500,000 in
both assets and liabilities.
Judge Alan M. Koschik presides over the case.
Michael A. Steel, Esq., at Steel & Company Law Firm represents the
Debtor as bankruptcy counsel.
ALPINE 4 HOLDINGS: CFO to Resign by Aug. 30 Due to Threats
----------------------------------------------------------
Alpine 4 Holdings, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that on July 26, 2024,
Christopher Meinerz, the Company's Chief Financial Officer,
notified Kent Wilson, the Company's Chief Executive Officer, and
the Board of Directors that he intends to resign effective on or by
August 30, 2024. Mr. Meinerz will continue to assist the Company
with the preparation of the financial statements and the filing of
the Company's Annual Report on Form 10-K, serving as a consultant
to the Company. The Company has begun a search for a new full-time
Chief Financial Officer.
Mr. Meinerz informed Mr. Wilson and the Board that his decision to
resign was not based on any disagreements with the Company, its
officers or directors, or anything related to the business of the
Company. Rather, Mr. Meinerz and his family have been subjected to
threats and online harassment related to his service with the
Company. Specifically, the threats from one individual against his
underage children that included postings of pictures of his wife
and children with guns to their heads on platforms such as X and
StockTwits. This individual also contacted Mr. Meinerz's spouse and
children directly. The FBI has opened a case and is working with
Interpol to find this individual. The Company's management shares
Mr. Meinerz's concern and frustration with such unwarranted
criminal conduct. Mr. Meinerz believes that for the safety of his
family and himself, it is in his and their best interest that he
resigns his position. The Board accepted Mr. Meinerz's decision and
thanked him for his valuable service to the Company. The Company
intends to pursue all legal remedies against this individual to the
highest extent possible.
Following Mr. Meinerz's resignation, on July 26, 2024, the Board,
acting on the recommendation of the Audit Committee of the Board,
appointed Ginger Smith, currently serving as the Company's
Corporate Controller, to serve as interim Chief Financial Officer
until the company hires a permanent replacement.
Ms. Smith, age 64, has over 35 years of accounting and management
experience and has been with the Company since December 2023. She
started her career at PriceWaterhouseCoopers in Los Angeles and
holds a CPA, currently inactive, from the State of California. From
October 2021 to November 2023, Ms. Smith was the Director of
Accounting at YourWay Cannabis Brands Inc., a publicly held company
on the Canadian Stock Exchange. From February 2020 to June 2021,
she was a Director of Accounting at Lumen Technologies, NYSE: LUMN.
From November 2018 to November 2019, she worked as a senior
consultant with Robert Half Management Resources. Ms. Smith has
broad experience in operational accounting, financial reporting,
internal audit, accounting systems, and internal controls. She has
been the Chief Accounting Officer and the CFO at two publicly held
companies and the Vice President of Finance at a company that
successfully completed an IPO. She has been the Director of
Accounting or Controller at several companies. Ms. Smith holds
bachelor's degrees in accounting (1985) and finance (1982) from
George Mason University and has an MBA (1996) from California State
University.
On July 14th, 2024, Mr. Wilson, CEO, sought board approval to hire
Mr. Charles A. Josenhans as the Company's Restructuring Consultant
to bring a fresh set of eyes to the challenges the company faces.
The Board agreed to this proposal and the Company hired Mr.
Josenhans on July 20th, 2024. Mr. Josenhans has been tasked with
helping the Company to restructure its subsidiary and operational
structure and will play a critical role in stabilizing the
business.
Mr. Josenhans responsibilities will include working closely with
the Board and management to revise the Company's business plan,
identifying restructuring options including debt and equity
solutions, and developing proposals. Additionally, Mr. Josenhans
will negotiate with current Company stakeholders to execute the
Company's plan for near-term and long-term success. Furthermore,
Mr. Josenhans will oversee budgeting and financial planning
processes to ensure that the Company's next CFO has the tools
necessary to monitor the financial health of the Company. He will
develop and implement financial strategies to optimize resource
allocation, manage costs effectively, and enhance profitability.
His expertise will be instrumental in aligning the Company's
financial goals with its strategic objectives, thereby contributing
to the overall stability and growth of the business.
Mr. Josenhans is a seasoned financial executive with over 35 years
of experience in senior financial roles. He has a distinguished
track record in leading M&A transactions, enhancing business
performance, and spearheading business transition initiatives. Mr.
Josenhans began his career with Ernst & Young in Seattle,
Washington, after earning a BA in Accounting from Western
Washington University. He is a Certified Public Accountant (CPA) in
Washington State, currently inactive. His expertise spans
early-stage ventures, public growth companies, and mature
organizations, including a Fortune 100 telecom company. He has a
comprehensive understanding of financial management and operations
and has founded or co-founded several businesses in diverse
industries. Throughout his career, Mr. Josenhans has demonstrated a
commitment to driving business success and fostering organizational
growth. His strategic vision and leadership have consistently
delivered outstanding results, making him a highly respected figure
in the financial sector.
About Alpine 4
Alpine 4 Holdings, Inc (formerly Alpine 4 Technologies, Ltd) is a
Nasdaq traded Holding Company (trading symbol: ALPP) that acquires
business, wholly, that fit under one of several portfolios:
Aerospace, Defense Services, Technology, Manufacturing or
Construction Services as either a Driver, Stabilizer or Facilitator
from Alpine 4's disruptive DSF business model.
Alpine 4 Holdings reported a net loss of $12.87 million for the
year ended Dec. 31, 2022, compared to a net loss of $19.48 million
for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company
had $104.50 million in total assets, $83.91 million in total
liabilities, and $20.59 million in total equity.
The Company has negative working capital and has continued to
experience operating losses, which causes doubt as to the ability
of the Company to continue. The Company's ability to raise
additional capital through the future issuances of common stock is
unknown. The obtainment of additional financing, the successful
development of the Company's plan of operations, and its ultimate
transition to profitable operations are necessary for the Company
to continue. The uncertainty that exists with these factors raises
substantial doubt about the Company's ability to continue as a
going concern, according to the Company's Quarterly Report for the
three months ended Sept. 30, 2023.
The Company has not yet filed its Annual Report on Form 10-K for
the year ended Dec. 31, 2023, and Quarterly Report for the quarter
ended March 31, 2024.
ALPINE 4 HOLDINGS: Gerry Garcia Discloses Class A, C Stock Holdings
-------------------------------------------------------------------
Gerry Garcia, a director at Alpine 4 Holdings, Inc., filed a Form 3
Report with the U.S. Securities and Exchange Commission, disclosing
direct beneficial ownership of 1,250 shares of Alpine 4's Class A
Common Stock and 126 shares of Class C Common Stock as of July 27,
2024.
A full-text copy of Mr. Garcia's SEC Report is available at:
https://tinyurl.com/yh5af9wf
About Alpine 4
Alpine 4 Holdings, Inc (formerly Alpine 4 Technologies, Ltd) is a
Nasdaq traded Holding Company (trading symbol: ALPP) that acquires
business, wholly, that fit under one of several portfolios:
Aerospace, Defense Services, Technology, Manufacturing or
Construction Services as either a Driver, Stabilizer or Facilitator
from Alpine 4's disruptive DSF business model.
Alpine 4 Holdings reported a net loss of $12.87 million for the
year ended Dec. 31, 2022, compared to a net loss of $19.48 million
for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company
had $104.50 million in total assets, $83.91 million in total
liabilities, and $20.59 million in total equity.
The Company has negative working capital and has continued to
experience operating losses, which causes doubt as to the ability
of the Company to continue. The Company's ability to raise
additional capital through the future issuances of common stock is
unknown. The obtainment of additional financing, the successful
development of the Company's plan of operations, and its ultimate
transition to profitable operations are necessary for the Company
to continue. The uncertainty that exists with these factors raises
substantial doubt about the Company's ability to continue as a
going concern, according to the Company's Quarterly Report for the
three months ended Sept. 30, 2023.
The Company has not yet filed its Annual Report on Form 10-K for
the year ended Dec. 31, 2023, and Quarterly Report for the quarter
ended March 31, 2024.
ALPINE 4 HOLDINGS: Moves Shareholder Meeting to Nov. 1
------------------------------------------------------
As previously reported by Alpine 4 Holdings, Inc. in the CEO
Company Update letter dated May 7, 2024, the Company's Annual
Meeting of the Shareholders for the 2023/2024 year previously had
been tentatively scheduled for Friday, August 2, 2024, at 5 pm EST.
Based on the Nasdaq Appeal Approval and Company's plan for the
timing of the SEC filings to satisfy the Periodic Filing Rule,
Management anticipates that the Shareholder Meeting for the
2023/2024 year will now be held on Friday, November 1, 2024, at 5PM
EST.
About Alpine 4
Alpine 4 Holdings, Inc. (formerly Alpine 4 Technologies, Ltd) is a
Nasdaq traded Holding Company (trading symbol: ALPP) that acquires
business, wholly, that fit under one of several portfolios:
Aerospace, Defense Services, Technology, Manufacturing or
Construction Services as either a Driver, Stabilizer or Facilitator
from Alpine 4's disruptive DSF business model.
Alpine 4 Holdings reported a net loss of $12.87 million for the
year ended Dec. 31, 2022, compared to a net loss of $19.48 million
for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company
had $104.50 million in total assets, $83.91 million in total
liabilities, and $20.59 million in total equity.
The Company has negative working capital and has continued to
experience operating losses, which causes doubt as to the ability
of the Company to continue. The Company's ability to raise
additional capital through the future issuances of common stock is
unknown. The obtainment of additional financing, the successful
development of the Company's plan of operations, and its ultimate
transition to profitable operations are necessary for the Company
to continue. The uncertainty that exists with these factors raises
substantial doubt about the Company's ability to continue as a
going concern, according to the Company's Quarterly Report for the
three months ended Sept. 30, 2023.
The Company has not yet filed its Annual Report on Form 10-K for
the year ended Dec. 31, 2023, and Quarterly Report for the quarter
ended March 31, 2024.
ALPINE 4 HOLDINGS: Nasdaq Extends Compliance Deadline to Oct. 31
----------------------------------------------------------------
Alpine 4 Holdings, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that on July 25, 2024,
the Company received written notification from the Nasdaq Hearings
Panel, notifying the Company of its decision to grant the Company's
request to continue its listing on The Nasdaq Stock Market subject
to the Company's meeting certain conditions outlined in the
letter.
As the Company has previously reported, the Company had
participated in its Hearing with the Nasdaq Panel on July 2, 2024,
in relation to its delinquent public reports, namely the Annual
Report on Form 10-K for the year ended December 31, 2023, and the
Quarterly Report on Form 10-Q for the period ended March 31, 2024.
In the letter, the Hearings Advisor noted that in making its
decision, the Panel considered the entire record, which was
incorporated by reference into the Panel's decision. Background
information about the Company, including its business description,
financial information, market data and compliance history, had been
presented by the Listing Qualifications' Staff to the Panel.
As noted in the Letter, the Company is in violation of the
obligation to file periodic financial reports with the U.S.
Securities and Exchange Commission as required under Nasdaq Listing
Rule 5250(c)(1). As previously reported by the Company, the Nasdaq
Listing Qualifications Department Staff had previously granted an
additional 180-day extension, until December 23, 2024, for the
Company to regain compliance with the minimum bid price requirement
as set forth in Nasdaq Listing Rule 5550(a)(2).
In the Letter, the Hearings Advisor reviewed the information
presented to the Panel by the Company, detailing the reasons for
the delays in filing the Company's Quarterly Report for the quarter
ended September 30, 2023 (which subsequently has been filed by the
Company), as well as the Annual Report for the year ended December
31, 2023, and the Quarterly Report for the Quarter ended March 31,
2024. The Letter discussed the Company's change in certified public
accounting firm/auditors, as well as the reasons for the change in
auditors. The Letter notes that there had been no disagreements
regarding accounting treatment or principles between the Company
and its prior auditors, but that the Company had felt it was not
receiving adequate customer service. The Letter noted that the
Company was working with its new auditor to complete the audit for
2023, and to complete and file the Annual Report for the year ended
December 31, 2023, and the Quarterly Reports for the quarters ended
March 31 and June 30, 2024.
The Letter also noted that the Company has implemented certain
enhancements to internal controls in order to prevent a similar
delay occurring in the future and hired a new staff with the stated
goal of centralizing accounting throughout the Company. The
Company's new audit firm, Marcum LLP and its other advisors have
provided recommendations on how to address internal controls and
the quality of financial reporting.
The Letter stated that based on the information presented, the
Panel had decided to grant the Company's request for an exception
until October 31, 2024, to regain compliance with the periodic
filing delinquency. The Letter noted that the Company was
unexpectedly required to conduct additional accounting analysis
immediately prior to the filing of a Form 10-Q. Upon learning of
this requirement, the Company set out to retain a new accounting
firm and complete the analysis as instructed. Since that time, it
has completed the analysis, filed the initial delinquent report and
is now working to file all remaining reports. The Panel believes an
exception is appropriate in light of the work the Company has
conducted thus far to cure the deficiency and the short time period
requested for the exception.
The Letter noted that the Nasdaq Listing and Hearing Review Council
may, on its own motion, determine to review any Panel decision
within 45 calendar days after issuance of the written decision. The
Letter continued that if the Listing Council determines to review
the decision set forth in the Letter, the Listing Council may
affirm, modify, reverse, dismiss or remand the decision to the
Panel, and that the Company would be notified immediately in the
event the Listing Council determines that this matter will be
called for review.
About Alpine 4
Alpine 4 Holdings, Inc (formerly Alpine 4 Technologies, Ltd) is a
Nasdaq traded Holding Company (trading symbol: ALPP) that acquires
business, wholly, that fit under one of several portfolios:
Aerospace, Defense Services, Technology, Manufacturing or
Construction Services as either a Driver, Stabilizer or Facilitator
from Alpine 4's disruptive DSF business model.
Alpine 4 Holdings reported a net loss of $12.87 million for the
year ended Dec. 31, 2022, compared to a net loss of $19.48 million
for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company
had $104.50 million in total assets, $83.91 million in total
liabilities, and $20.59 million in total equity.
The Company has negative working capital and has continued to
experience operating losses, which causes doubt as to the ability
of the Company to continue. The Company's ability to raise
additional capital through the future issuances of common stock is
unknown. The obtainment of additional financing, the successful
development of the Company's plan of operations, and its ultimate
transition to profitable operations are necessary for the Company
to continue. The uncertainty that exists with these factors raises
substantial doubt about the Company's ability to continue as a
going concern, according to the Company's Quarterly Report for the
three months ended Sept. 30, 2023.
The Company has not yet filed its Annual Report on Form 10-K for
the year ended Dec. 31, 2023, and Quarterly Report for the quarter
ended March 31, 2024.
AMC ENTERTAINMENT: Moody's Appends '/LD' to 'Caa2-PD' PDR
---------------------------------------------------------
Moody's Ratings affirmed AMC Entertainment Holdings, Inc.'s ("AMC"
or the "company") Caa2 Corporate Family Rating and Caa2-PD
Probability of Default Rating. Moody's also appended the "/LD"
designation to the Caa2-PD PDR (now Caa2-PD/LD) following the
completion of several distressed debt exchanges with existing
lenders to extend debt maturities and convert debt to equity as
disclosed in the company's recent Form 8-K and 10-Q filings [1].
The "/LD" component will be removed in about two business days. The
exchanges in aggregate, which are considered a "limited default"
under Moody's definition, represented roughly 52% of AMC's total
outstanding debt obligations as of March 31st. In connection with
this rating action, Moody's assigned a B3 rating to the new Senior
Secured First-Lien Term Loan due January 2029 (the "2029 Extended
Term Loan") co-issued by Muvico, LLC ("Muvico", a new wholly-owned
unrestricted subsidiary) and AMC; and a Caa2 rating to the new
backed Senior Secured Second-Lien Exchangeable Notes due April 2030
(the "2030 Exchangeable Notes") issued by Muvico. Moody's affirmed
the B3 rating on the $400 million 12.75% backed Senior Secured
First-Lien Notes due 2027 residing at the Odeon Finco PLC
subsidiary (the "Odeon Notes"). With respect to the debt
instruments residing at the restricted lender group (AMC), Moody's
downgraded the $950 million 7.5% senior-secured first-lien notes
due 2029 (the "2029 First-Lien Notes") and remaining $31 million
outstanding senior secured first-lien term loan due 2026 (the "2026
Term Loan") to Caa3 from Caa1. Moody's affirmed the Caa3 rating on
the remaining $259 million outstanding 10%/12% Cash/PIK Toggle
Second-Lien Senior Secured Notes due 2026 (the "2026 Second-Lien
Notes") and Ca ratings on the $280.3 million outstanding Senior
Subordinated Notes (various maturities). AMC's SGL-3 Speculative
Grade Liquidity rating remains unchanged. The outlook on all
entities is stable.
As of July 31st, the company exchanged $1,864 million principal
amount (~98.4% participation) of the $1,895 million previously
outstanding 2026 Term Loan for $1,886.9 million of the 2029
Extended Term Loan. AMC also converted $518.6 million (~67%
participation) of the $777.6 million previously outstanding 2026
Second-Lien Notes to approximately $521 million of new debt
issued/co-issued by Muvico, comprising $414.4 million of 2030
Exchangeable Notes and $106.5 million of the 2029 Extended Term
Loan. The aggregate $1,993.4 million 2029 Extended Term Loan will
be co-issued by Muvico and the same borrower (AMC) as the existing
2026 Term Loan. These exchanges follow AMC's conversion of $173.85
million of the 2026 Second-Lien Notes to approximately 25 million
of the company's class A common stock in May (i.e., $10 million on
May 15th and $163.85 million (plus roughly $6.87 million of accrued
interest) on May 14th).
The assigned ratings are subject to review of final documentation
and no material change in the size, terms and conditions of the
transaction as advised to us.
RATINGS RATIONALE
Governance risk considerations were a key driver of the rating
actions reflecting the highly leveraged balance sheet, negative
free cash flows and the debt exchange transactions, which
meaningfully reduced the collateral and subordinated payment and
collateral rights of existing debtholders in the restricted lender
group. This represents the company's fourth distressed exchange
following $342.8 million of debt for equity exchanges and
discounted debt repurchases in late 2023 (see Moody's Ratings
Announcement dated January 3, 2024), the $100 million 2026
Second-Lien Notes conversion in February 2023 (see Moody's Ratings
Rating Action dated February 9, 2023) and $2 billion debt exchange
in July 2020 (see Moody's Rating Action dated August 3, 2020). The
current distressed exchanges were largely designed to extend
maturities of the 2026 Term Loan and 2026 Second-Lien Notes. The
transaction is credit neutral overall for the CFR given that pro
forma outstanding gross debt will not change materially. However,
pro forma interest expense will increase slightly due to a 400
basis point rate increase to be paid on the 2029 Extended Term Loan
as an inducement for the 2026 Term Loan holders to extend the
instrument's maturity, partially offset by interest savings on the
new 2030 Exchangeable Notes. Moody's estimate AMC transferred a
sizable amount of domestic theatre assets, cash and intellectual
property from the restricted lender group to Muvico, an
unrestricted subsidiary. The contributed assets were used as
further negotiating leverage to encourage existing lenders holding
a significant quantum of the outstanding 2026 Term Loan and 2026
Second-Lien Notes to extend the obligations' maturities. While the
exchanges in July did not result in creditors initially recognizing
losses on debts relative to their original principal amounts, the
transactions induced creditors to convert their original debt
securities into new securities with a maturity date later than
previously agreed to, while other creditors were required to shift
their collateral claims to a subordinate ranking in the debt
capital structure compared to their initial claims.
AMC's Caa2 CFR considers the company's position as the world's
largest movie exhibitor and domestic market share gains, but is
also materially overshadowed by an uneven recovery in operating and
financial performance. AMC's financial health and credit protection
measures have suffered from revenue and operating losses induced by
the pandemic and last year's simultaneous Hollywood writers' and
actors' strikes. The ratings incorporate AMC's high pro forma
financial leverage, currently around 7.7x total debt to EBITDA, and
Moody's expectation that leverage will rise to the 9x region over
the near-term amid a weak movie slate in 2024 associated with the
Hollywood labor disputes (metrics are Moody's adjusted pro forma
for the debt exchanges in Q2 2024 and July 2024). Despite Moody's
expectation for sustained negative FCF and adequate liquidity, the
company's sizable cash balance will compensate for the cash burn.
Notwithstanding the maturity extensions associated with the recent
debt exchange transactions, given AMC's untenable debt capital
structure, Moody's expect further distressed exchanges or a
potential balance sheet restructuring if the domestic box office
does not eventually return to pre-pandemic levels.
The cinema industry's delayed recovery and structural challenges
are also captured in the company's ratings, which include: (i)
excess screen capacity in North America; (ii) comparatively lower
moviegoer demand as studios release some films online via streaming
platforms (simultaneously or exclusively) or potentially release
them downstream in a shortened theatrical window; (iii) lower
theatrical release volumes relative to historical levels due to
short-term production bottlenecks; (iv) reduced show times compared
to pre-pandemic periods; and (v) the impact from some
cost-conscious consumers reducing their out-of-home entertainment
and number of trips to the cinema amid affordable
subscription-based video-on-demand (VOD) movie viewing.
Nevertheless, over the longer-term, Moody's expect profit
improvement (albeit irregular) driven by growing moviegoer
attendance, higher revenue per patron, an appealing number of
theatrical releases and alternative content, and Moody's view that
the big studios will adhere to the 45-day theatrical window for
major film releases. Exhibitors like AMC also benefit from
favorable ticket prices that on average remain relatively
inexpensive compared to the cost of other forms of out-of-home
entertainment.
The stable outlook reflects Moody's view that AMC will at least
maintain its revenue share in North America and continue to
experience good moviegoer demand and above-average ticket prices
and concessions revenue (higher margin) per patron.
Moody's expect AMC will maintain an adequate liquidity profile
(SGL-3 Speculative Grade Liquidity rating) over the next 12-18
months supported chiefly by sizable unrestricted cash balances,
which totaled $770 million at June 30, 2024 (up from $624 million
at March 31, 2024), offset by Moody's expectation for continued
negative FCF over the coming twelve months. At LTM March 31, 2024,
FCF was -$448 million, equivalent to -5% of total debt (Moody's
adjusted). In Q2 2024 and Q4 2023, AMC successfully raised $250
million and $350 million, respectively, in cash from at-the-market
equity offerings, which helped to boost cash reserves. Though
Moody's expect cash burn to increase in 2024 due to higher interest
expense from the debt exchanges, cash should remain at moderately
high levels (barring usage for M&A, debt repurchases, shareholder
distributions or other capital outlays). AMC does not have a
committed revolving credit facility, further restraining
liquidity.
ESG CONSIDERATIONS
AMC's CIS-4 indicates that the rating is lower than it would have
been if ESG risk exposures did not exist. This is chiefly driven by
governance risks as denoted by the G-4 governance score resulting
from AMC's high financial leverage, and demographic and societal
trends as indicated by the S-4 social score.
STRUCTURAL CONSIDERATIONS
To collateralize the new secured debt obligations at Muvico, AMC
transferred certain leases, owned real property and related assets
and rights associated with 175 theatre assets, the AMC brand and
intellectual property to the new unrestricted subsidiary, while
residual assets will remain at AMC's restricted lender group
guarantors. As an unrestricted subsidiary, Muvico is not bound by
the covenants and restrictions imposed by the credit agreements and
indentures governing the debts issued by the restricted lender
group. Hence, Muvico is free to incur additional debt, grant liens,
and pursue investments, asset sales, restricted payments or take
other actions that otherwise would be prohibited under new
restrictions in the revised 2026 Term Loan credit agreement
(notwithstanding that prior covenants were stripped). Muvico can
raise (or guarantee) up to an additional $31 million of senior
secured debt that prioritizes collateral on a first-lien basis to
the 2030 Exchangeable Notes. Further, Muvico's EBITDA will be
excluded from the restricted group's EBITDA for calculating
financial covenants and ratios.
The 2029 Extended Term Loan holders will have a first-lien priority
claim on non-transferred assets remaining at AMC and its restricted
lender group guarantors. The 2030 Exchangeable Notes holders will
also have a first-lien priority claim on non-transferred assets
remaining at AMC and its restricted lender group guarantors, but
have agreed to turn over any proceeds received from such assets to
the 2029 Extended Term Loan holders. The 2026 Term Loans that were
not exchanged into 2029 Extended Term Loans are subordinated in
right of security and payment to the 2029 Extended Term Loans and
were stripped of covenants, and the 2026 Term Loans and 2029 First
Lien Notes, which were previously secured by collateral transferred
to Muvico, will not have a claim against Muvico's assets or benefit
from a Muvico guarantee.
While the 2026 Term Loans and 2029 First-Lien Notes will retain a
first-lien claim on non-transferred assets remaining at AMC and its
restricted lender group guarantors, such collateral has been
significantly diminished and is now shared with the 2029 Extended
Term Loan and 2030 Exchangeable Notes. Both the 2029 Extended Term
Loan and 2030 Exchangeable Notes can seek value for debtholders
from the collateral pools of both the unrestricted subsidiaries
(i.e., the Muvico group) and AMC and its restricted lender group
guarantors, with no requirement to exhaust value of one collateral
pool before extracting value from another. Also, collateral for the
2026 Second-Lien Notes was stripped and payment rights are
subordinated to the 2029 Extended Term Loans and 2030 Exchangeable
Notes, in addition to the 2026 Term Loans and the 2029 First Lien
Notes. AMC and its restricted lender group guarantors will provide
a downstream guarantee of Muvico's debt obligations on a fully
secured basis with respect to the 2029 Extended Term Loans and on a
partially secured basis with respect to the 2030 Exchangeable
Notes. In addition, the 2029 Extended Term Loans and 2030
Exchangeable Notes are also secured by a secured intercompany note
issued by AMC EMEA Holdings, LLC to Muvico in an aggregate
principal amount of $200 million.
Any unrestricted cash balances over $800 million at FYE 2024 will
be used to pay down the 2029 Extended Term Loan. Beginning in 2025
and beyond, to the extent AMC generates positive free cash flow
(FCF) in any year, unrestricted cash balances over $750 million at
FYE will be applied to reduce the 2029 Extended Term Loan.
The 2030 Exchangeable Notes give holders the option to convert to
equity at any time at the conversion strike price of $5.66. They
also include an automatic (mandatory) conversion to the company's
shares if the stock price exceeds 140% of the conversion strike
price for 15 consecutive trading days. Despite the mandatory
conversion feature, Moody's treat this hybrid instrument as 100%
debt given the indenture's acceleration clause and ability to
trigger an involuntary bankruptcy. The 2030 Exchangeable Notes will
have a 6% cash pay coupon and, at the company's option, toggle to
an 8% PIK rate. Additional they can be upsized by an additional $50
million. Both the 2030 Exchangeable Notes and 2029 Extended Term
Loan have springing maturities of November 17, 2028 and October 5,
2028, respectively, if on these dates at least $190 million of 2029
First-Lien Notes are outstanding.
The Caa2-PD Probability of Default Rating (PDR) matches the
Corporate Family Rating (CFR), and reflects the dual-class capital
structure containing a mix of secured bank debt and notes. It also
reflects the continued operating and financial challenges facing
AMC, including an unsustainable debt capital structure.
The B3 rating assigned to 2029 Extended Term Loan reflects the
priming feature of this new debt, which benefits from: (i) the
transfer of sizable assets from AMC and its restricted lender group
to the Muvico unrestricted group; (ii) a first-lien priority claim
on the Muvico assets; and (iii) a first-lien priority claim on the
diminished assets of AMC and its restricted lender group
guarantors, with respect to payment and security, which effectively
subordinates existing first-lien debtholders of AMC and its
restricted lender group guarantors.
B3 rating on the Odeon Notes reflects the good asset coverage and
overcollateralization for this class of debt in a distressed
scenario as well as the lower financial leverage at the Odeon
subsidiary compared to the restricted lender group, given the
higher profitability associated with AMC's international assets
relative to their debt obligations. The B3 ratings on the 2029
Extended Term Loan and Odeon Notes are one notch lower than the
implied outcome under Moody's Loss Given Default (LGD) framework to
reflect the uncertain mix of 2030 Exchangeable Notes and 2026
Second-Lien Notes in the future, and likelihood that the 2030
Exchangeable Notes will be converted to equity (and possibly some
or all of the 2026 Second-Lien Notes), which will provide less
junior debt cushion beneath.
The Caa2 rating assigned to the 2030 Exchangeable Notes benefits
from the transfer of sizable assets from AMC and its restricted
lender group to the Muvico unrestricted group and reflects the
priming feature of this new debt with respect to the remaining 2026
Second-Lien Notes issued by AMC and guaranteed by its restricted
lender group guarantors. It also reflects their: (i) second-lien
priority claim on the Muvico collateral behind the 2029 Extended
Term Loan: and (ii) first-lien priority claim on the assets of AMC
and its restricted lender group guarantors shared on a pari passu
basis with the 2029 First-Lien Notes, the 2026 Term Loans and the
2029 Extended Term Loan, however subject to turnover provisions in
favor of the 2029 Extended Term Loan.
The Caa3 ratings on the 2026 Term Loan and 2029 First-Lien Notes
issued by AMC and guaranteed by its restricted lender group
guarantors reflect the effective subordination of such debtholders'
first-lien rights to collateral and payment to the 2029 Extended
Term Loan and 2030 Exchangeable Notes. While these debt instruments
will retain their first-lien priority position with respect to
assets of AMC and its restricted lender group guarantors, their
Caa3 ratings reflect the meaningfully reduced collateral pool that
now must be shared with the 2029 Extended Term Loan and the 2030
Exchangeable Notes on a pari passu basis.
Given AMC and its restricted lender group's less than adequate
asset coverage relative to total first-lien debt, the rating also
considers the potential low anticipated recovery in a distressed
scenario for this debt class to the extent the 2029 Extended Term
Loan and 2030 Exchangeable Notes were to extract value from this
collateral pool relative to their disproportionately higher debt
obligations, thus further diluting this collateral pool.
The 2026 Second-Lien Notes' Caa3 rating reflects debtholders'
effective structural subordination to the 2030 Exchangeable Notes
and low anticipated recovery prospects in a distressed scenario
given their unsecured position after loss of collateral following
the exchange transactions. The Ca ratings on the senior
subordinated notes issued by AMC reflect the very low anticipated
recovery prospects given their unsecured junior position relative
to a sizeable amount of first-lien and second-lien debt ahead of
them.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if AMC experiences positive growth in box
office attendance, stable-to-improving market share, expanding
EBITDA with margins approaching pre-pandemic levels and enhanced
liquidity; and exhibits prudent financial policies that translate
into an improved credit profile. An upgrade would also be
considered if financial leverage as measured by total debt to
EBITDA approaches 8x (Moody's adjusted) and free cash flow as a
percentage of total debt improves to the -1% to +1% range (Moody's
adjusted).
Ratings could be downgraded if there was: (i) a deterioration of
the company's liquidity or an inability to access additional
sources of liquidity to cover cash outlays; (ii) poor execution on
reducing or managing operating expenses; or (iii) Moody's expects
total debt to EBITDA will remain above 10x (Moody's adjusted) or
free cash flow will remain negative on a sustained basis. Ratings
could also be downgraded if Moody's expects AMC will pursue a
balance sheet restructuring.
Headquartered in Leawood, Kansas, AMC Entertainment Holdings, Inc.
is the largest movie exhibitor in the US and globally, operating
approximately 900 movie theatres with around 10,000 screens in 11
countries across the US and Europe. Revenue totaled approximately
$4.5 billion for the twelve months ended June 30, 2024.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
ARCOSA INC: Moody's Affirms Ba2 CFR & Lowers Unsecured Notes to Ba3
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Moody's Ratings affirmed Arcosa, Inc.'s Ba2 corporate family rating
and Ba2-PD probability of default rating. At the same time, Moody's
downgraded the company's existing senior unsecured notes due 2029
to Ba3 from Ba2. The speculative grade liquidity rating remains
SGL-2. The outlook is maintained at stable.
Moody's assigned a Ba1 rating to the new senior secured credit
facility, consisting of a $700 million revolver due 2028 and a term
loan B due 2031. Moody's anticipate the company will launch
unsecured notes that will be pari passu with the existing unsecured
notes. Proceeds from the new debt will be used primarily to fund
the acquisition of the construction materials business of Stavola
Holdings Corporation ("Stavola").
The rating action reflects Moody's expectation that the company's
capital structure, pro forma with the announced acquisition of
Stavola will include roughly $1.9 billion of total debt at a
purchase price of about 13x earnings. The increase in total debt
from current levels of around $700 million is credit negative.
"The affirmation and stable outlook consider Moody's view that
Arcosa will benefit from a favorable demand outlook over the next
couple of years," said Justin Remsen, Moody's Ratings Assistant
Vice President.
"Following Arcosa's large, debt funded acquisition of Stavola, the
company will significantly cut capital spending and focus on
reducing debt. Moody's project more than $150 million in debt
repayment in 2025 and 2026 and Arcosa to sustain Moody's-adjusted
debt/EBITDA below 3.5x by 2025, which is within Moody's expectation
for the current Ba2 rating," added Remsen.
Maintenance of balanced financial strategies is considered critical
to the ratings and outlook and was a key ESG governance driver of
the rating action. The current ratings anticipate that Arcosa will
manage its long-term financial leverage within its target range of
2.0x-2.5x net debt/EBITDA per the company's definition.
The downgrade of Arcosa's unsecured notes to Ba3, one notch below
the Ba2 CFR, results from its subordination to the company's new
senior secured credit facility. The Ba1 rating on the company's
senior secured credit facility reflects the priority of payment to
the company's senior unsecured notes and non-debt claims.
RATINGS RATIONALE
Arcosa's Ba2 CFR reflects the company's market position as a strong
local provider of aggregates and its leading position in
manufacturing engineered steel structures. The rating is also
supported by Moody's expectation for solid secular growth in
infrastructure spending and sustainable energy that will benefit
the company over the next few years.
Stavola adds geographic diversification and robust EBITDA margins,
while also improving Arcosa's business mix by adding an integrated
aggregate and asphalt operator to its Construction Products
segment. The transaction is Arcosa's first in the Northeast where
the New Jersey based Stavola expands its footprint to the stable
region with solid infrastructure investment demand.
The ratings consider the company's acquisitive nature, evolving
business model, modest operating profitability and revenue exposure
to Texas. Moody's view the company's wind tower and Transportation
Product segment as cyclical and more vulnerable in economic
downturns.
Arcosa's SGL-2 reflects Moody's expectation that the company will
maintain good liquidity with free cash flow exceeding $150 million
in 2025 and 2026. The company's pro forma liquidity is supported by
$62 million in available cash and a $700 million secured revolving
credit facility ($450 million available) expiring in August 2028.
Moody's anticipate the company will have ample cushion on the
revolving credit facility's gross leverage maintenance covenant
over the next 18 months.
Marketing terms for the new credit facilities (final terms may
differ materially) include the following: Incremental pari passu
debt capacity up to the greater of $500 million and 100% of last
four quarters Consolidated EBITDA, plus unlimited amounts subject
to 3.0x Secured Leverage Ratio incurrence. There is no inside
maturity sublimit. The credit agreement is expected to include
"J.Crew", "Chewy", and "Serta" provisions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating could be upgraded if the company increases scale while
simplifying its business mix and maintaining a conservative
financial profile. The ratings could be upgraded if the company
sustains debt-to-EBITDA below 2.5x, EBIT-to-interest expense above
6.0x, and retained cash flow to net debt is above 25%.
The ratings could be downgraded if the company adopts a more
aggressive financial policy such that Debt-to-EBITDA is above 4.0x,
EBIT-to-interest expense below 5.0x, or the company's liquidity
deteriorates.
The principal methodology used in these ratings was Building
Materials published in September 2021.
Headquartered in Dallas, Texas, Arcosa is a provider of
infrastructure-related products and solutions serving construction,
engineered structures, and transportation markets in North America.
Arcosa is a publicly-traded company listed on the New York Stock
Exchange.
ASCENT SOLAR: Incurs $3.45 Million Net Loss in Second Quarter
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Ascent Solar Technologies, Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $3.45 million on $27,743 of total revenues for the
three months ended June 30, 2024, compared to a net loss of $3.91
million on $101,301 of total revenues for the three months ended
June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $5.98 million on $33,343 of total revenues, compared to a
net loss of $10 million on $225,526 of total revenues for the six
months ended June 30, 2023.
As of June 30, 2024, the Company had $10.16 million in total
assets, $6 million in total liabilities, and $4.15 million in total
stockholders' equity.
Ascent Solar stated, "The Company continues activities related to
securing additional financing through strategic or financial
investors, but there is no assurance the Company will be able to
raise additional capital on acceptable terms or at all. If the
Company's revenues do not increase rapidly, and/or additional
financing is not obtained, the Company will be required to
significantly curtail operations to reduce costs and/or sell
assets. Such actions would likely have an adverse impact on the
Company's future operations.
"As a result of the Company's recurring losses from operations, and
the need for additional financing to fund its operating and capital
requirements, there is uncertainty regarding the Company's ability
to maintain liquidity sufficient to operate its business
effectively, which raises doubt as to the Company's ability to
continue as a going concern.
"Management cannot provide any assurances that the Company will be
successful in accomplishing any of its plans. These condensed
financial statements do not include any adjustments that might be
necessary should the Company be unable to continue as a going
concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1350102/000095017024091911/asti-20240630.htm
About Ascent
Thornton, CO-based Ascent Solar Technologies, Inc. --
www.AscentSolar.com -- is a solar technology company that
manufactures and sells photovoltaic ("PV") solar modules that are
flexible, durable, and possess attractive power to weight and power
to area performance. The Company's technology provides renewable
power solutions to high-value production and specialty solar
markets where traditional rigid solar panels are not suitable,
including aerospace, agrivoltaics, and niche
manufacturing/construction sectors. The Company operates in these
target markets because they have highly specialized needs for power
generation and offer attractive pricing due to the significant
technological requirements.
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2017, issued a "going concern" qualification in its report
dated Feb. 21, 2024, citing that the Company has had limited
production which has led to the Company having a working capital
deficit resulting in the Company being dependent on outside
financing to fund its operations. There is no assurance that the
Company will be able to raise additional capital and cash on hand
is not sufficient to sustain operations. These factors raise
substantial doubt about its ability to continue as a going concern.
ASHFORD HOSPITALITY: Reports Solid Operating Performance in Q2 2024
-------------------------------------------------------------------
Ashford Hospitality Trust, Inc. reported financial results and
performance measures for the second quarter ended June 30, 2024.
SECOND QUARTER 2024 FINANCIAL HIGHLIGHTS:
* Comparable RevPAR for all hotels increased 1.6% to $150
during the quarter on a 2.6% increase in Comparable ADR and a 0.9%
decrease in Comparable Occupancy.
* Net income attributable to common stockholders was $44.3
million or $0.25 per diluted share for the quarter.
* Adjusted EBITDAre was $78.7 million for the quarter.
* Adjusted funds from operations (AFFO) was $0.27 per diluted
share for the quarter.
* Comparable Hotel EBITDA was $92.7 million for the quarter.
* The Company ended the quarter with cash and cash equivalents
of $121.8 million and restricted cash of $124.5 million. The vast
majority of the restricted cash is comprised of lender and manager
held reserves. At the end of the quarter, there was also $22.2
million in due from third-party hotel managers, which is primarily
the Company's cash held by one of its property managers and is also
available to fund hotel operating costs.
* Net working capital at the end of the quarter was $187.4
million.
* Capex invested during the quarter was $29.4 million.
RECENT OPERATING HIGHLIGHTS:
* During the quarter, the Company provided several updates on
its plan to pay off its strategic financing which has a final
maturity date in January 2026. This plan includes raising
sufficient capital through a combination of asset sales, mortgage
debt refinancings, and non-traded preferred capital raising.
* During the quarter, the Company closed on the sale of the
390-room Hilton Boston Back Bay in Boston, Massachusetts for $171
million.
* During the quarter, the Company closed on the sale of the
85-room Hampton Inn in Lawrenceville, Georgia for $8.1 million.
* During the quarter, the Company closed on the refinancing of
the mortgage loan for the 673-room Renaissance Hotel in Nashville,
Tennessee, which had a final maturity date in March 2026.
* During the quarter, the Company closed on the sale of the
90-room Courtyard located in Manchester, Connecticut for $8.0
million.
* During the quarter, the Company closed on the sale of the
90-room SpringHill Suites and the 86-room Fairfield Inn located in
Kennesaw, Georgia for $17.5 million.
* During the quarter, the Company closed on the sale of the
193-room One Ocean Resort located in Atlantic Beach, Florida for
$87 million.
* To date, the Company has issued approximately $147 million
of its non-traded preferred stock.
CAPITAL STRUCTURE:
As of June 30, 2024, the Company had total loans of $2.7 billion
with a blended average interest rate of 8.1%, taking into account
in-the-money interest rate caps. Based on the current level of SOFR
and the corresponding interest rate caps, approximately 100% of the
Company's debt is effectively fixed.
During the quarter, the Company announced that it closed on the
sale of the 390-room Hilton Boston Back Bay in Boston,
Massachusetts for $171 million ($438,000 per key). All of the
proceeds from the sale were used for debt reduction including
approximately $68 million to pay down the Company's strategic
financing.
During the quarter, the Company announced that it closed on the
sale of the 85-room Hampton Inn in Lawrenceville, Georgia for $8.1
million ($95,300 per key). The sale price represented a 6.0%
capitalization rate on trailing 12-month net operating income
through March 2024.
During the quarter, the Company announced that it closed on the
refinancing of the mortgage loan for the 673-room Renaissance Hotel
in Nashville, Tennessee, which had a final maturity date in March
2026.
The new, non-recourse loan totals $267.2 million, and has a
two-year initial term with three one-year extension options,
subject to the satisfaction of certain conditions. The loan is
interest only and provides for a floating interest rate of SOFR +
3.98%. The previous loan totaled $240.0 million and included the
296-room Westin Hotel in Princeton, New Jersey. As part of this
refinancing, the Westin Princeton is now unencumbered and the
Company has listed this property for sale.
During the quarter, the Company announced that it closed on the
sale of the 90-room Courtyard located in Manchester, Connecticut
for $8.0 million. The property was encumbered with a mortgage loan
that had an outstanding balance of approximately $5.5 million.
During the quarter, the Company announced that it closed on the
sale of the 90-room SpringHill Suites and the 86-room Fairfield Inn
located in Kennesaw, Georgia for $17.5 million. The sale price
represented a 4.8% capitalization rate on trailing 12-month net
operating income through April 2024. The hotels were encumbered
with a mortgage loan that had an outstanding balance of
approximately $10.8 million.
During the quarter, the Company closed on the sale of the 193-room
One Ocean Resort located in Atlantic Beach, Florida for $87
million. The Company continues to have additional assets in the
market at various stages of the sales process.
The Company did not pay a dividend on its common stock and common
units for the second quarter ended June 30, 2024. The Board of
Directors will continue to monitor the situation and assess future
quarterly common dividend declarations. The Company is current on
the dividends on its outstanding preferred stock and plans to pay
dividends on its outstanding preferred stock on a current basis
going forward.
The Company commenced the offering of its Non-Traded Preferred
Equity during the third quarter of 2022. To date, the Company has
issued 5,470,610 shares of its Series J and 403,903 shares of its
Series K non-traded preferred stock raising approximately $147
million of gross proceeds. The expected use of proceeds for the
Non-Traded Preferred Equity is acquisitions, paying down debt, and
other general corporate purposes.
"Our second quarter operating performance was solid, as we continue
to benefit from increased corporate and group demand," commented
Stephen Zsigray, Ashford Trust's President and Chief Executive
Officer. "We continue to successfully execute against our operating
strategy, and I'm very pleased with the progress we have made in
paying off our strategic financing. The outstanding loan balance is
down almost 53% from the original balance and, between the excess
proceeds from additional planned asset sales, excess proceeds from
planned property refinancings, and proceeds from our non-traded
preferred capital raise, we believe we have a viable path to pay
off our strategic financing this year. As we look to the second
half of 2024, we believe our high-quality, geographically diverse
portfolio remains well-positioned to outperform."
About Ashford Hospitality
Headquartered in Dallas, Texas, Ashford Hospitality Trust, Inc.
operates as a self-advised real estate investment trust focusing on
the lodging industry. As of March 31, 2024, the Trust had $3.54
billion in total assets against $3.67 billion in total
liabilities.
Ashford Hospitality Trust reported a net loss of $180.73 million
for the year ended Dec. 31, 2023, compared to a net loss of $141.06
million for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the
Company had $3.46 billion in total assets, $3.69 billion in total
liabilities, $22.01 million in redeemable noncontrolling interests
in operating partnership, $79.98 million in Series J Redeemable
Preferred Stock, $0.01 par value (3,475,318 shares issued and
outstanding at December 31, 2023), $4.78 million in Series K
Redeemable Preferred Stock, $0.01 par value (194,193 shares issued
and outstanding at December 31, 2023), and $331.04 million in total
deficit.
* * *
Egan-Jones Ratings Company, on May 5, 2023, maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by Ashford Hospitality Trust, Inc.
On March 1, 2024, the Company received notice that the hotel
properties securing the KEYS Pool A and KEYS Pool B loans have been
transferred to a court-appointed receiver.
On March 6, 2024, the Company sold the Residence Inn Salt Lake City
in Salt Lake City, Utah for $19.2 million in cash. As reported by
the TCR on April 22, the Company closed on the sale of the 390-room
Hilton Boston Back Bay in Boston, Massachusetts for $171 million.
On April 29, it closed on the sale of the 85-room Hampton Inn in
Lawrenceville, Georgia for $8.1 million. On May 27, Ashford closed
a $267M refinancing of the mortgage loan for the 673-room
Renaissance Hotel in Nashville, Tennessee, which had a final
maturity date of March 2026. On June 14, the Company closed on the
sale of the 90-room Courtyard located in Manchester, Connecticut
for $8 million.
ATLANTIC NEUROSURGICAL: Eastman Appointed as New Committee Member
-----------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Eastman Management
Corp. as new member of the official committee of unsecured
creditors in the Chapter 11 cases of Atlantic Neurosurgical
Specialists P.A. and its affiliates.
As of Aug. 6, the members of the committee are:
1. KeyBank National Association
Attn: Glen Bleeker
1000 South McCaslin Blvd
Superior, CO 80530
2. Dr. Gautam Malhotra.
9 Cain Circle
Watchung, NJ 07069
3. Dr. Richard P. Winne Jr.,
31 Balbrook Drive
Mendham, NJ 07945
4. NeuroPoint Alliance
Attn: Stefan Rykowski
5550 Meadowbrook Industrial Court
Rolling Meadows, IL 60008-3852
5. Dr. Igor Ugorec
135 W. 14th Street, Apt 3
New York, NY 10011
6. Eastman Management Corp.
Attn: Peter Schofel
651 W. Mt. Pleasant Avenue, Suite 110
Livingston, NJ 07039
About Atlantic Neurosurgical Specialists
Atlantic Neurosurgical Specialists, P.A. is a neurosurgical
practice in New Jersey that treats the full spectrum of brain
tumors, neurovascular disorders and spine disorders.
Atlantic Neurosurgical Specialists and its affiliates filed Chapter
11 petitions (Bankr. D. N.J. Lead Case No. 24-15726) on June 5,
2024. At the time of the filing, Atlantic Neurosurgical Specialists
reported $1 million to $10 million in assets and $10 million to $50
million in liabilities.
David L. Bruck, Esq., at Greenbaum, Rowe, Smith & Davis, LLP is the
Debtors' legal counsel.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtors' Chapter
11 cases.
AULT ALLIANCE: Registers 1.5M Preferred Shares for Possible Resale
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Ault Alliance, Inc. filed a preliminary prospectus on Form S-1 with
the U.S. Securities and Exchange Commission relating to the offer
and resale of up to 1,500,000 shares of its 13.00% Series D
Cumulative Redeemable Perpetual Preferred Stock, par value $0.001
per share, by Orion Equity Partners LLC. The shares included in
this prospectus consist of:
(i) shares of Ault Alliance's Series D Preferred Stock that
the Company may, in its discretion, elect to issue and sell to
Orion, from time to time after the date of the prospectus, pursuant
to a Purchase Agreement the Company entered into with Orion on June
20, 2024, in which Orion has committed to purchase from Ault
Alliance, at its direction, up to an aggregate of $25 million of
shares of Series D Preferred Stock; and
(ii) an aggregate of $500,000 of shares of Series D Preferred
Stock to be issued to Orion as consideration for its irrevocable
commitment to purchase shares of Series D Preferred Stock at the
Company's election in its sole discretion, from time to time after
the date of the prospectus.
Ault Alliance is not selling any shares of Series D Preferred Stock
being offered by this prospectus and will not receive any of the
proceeds from the sale of such shares by Orion. However, it may
receive up to $25 million in aggregate gross proceeds from sales of
its Series D Preferred Stock to Orion, in its sole and absolute
discretion, that it elects to make, from time to time over the
approximately 36-month period commencing on the date of the
Purchase Agreement, provided that this registration statement, of
which this prospectus forms a part, and any other registration
statement the Company may file from time to time, covering the
resale by Orion of the shares of Series D Preferred Stock purchased
from Ault by Orion pursuant to the Purchase Agreement is declared
effective by the U.S. Securities and Exchange Commission and
remains effective, and the other conditions set forth in the
Purchase Agreement are satisfied.
Orion may sell or otherwise dispose of the shares of the Company's
Series D Preferred Stock included in the prospectus in a number of
different ways and at varying prices. Orion is an "underwriter"
within the meaning of Section 2(a)(11) of the Securities Act of
1933, as amended.
The Company's Series D Preferred Stock trades on the NYSE American
LLC ("NYSE American") under the symbol "AULT PRD." On July 29,
2024, the last reported sales price of the Company's Series D
Preferred Stock, as reported by NYSE American, was $27.70 per
share.
A full-text copy of the preliminary prospectus is available at:
https://tinyurl.com/2hbk8kta
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.
BAUDAX BIO: Plan Exclusivity Period Extended to Aug. 20
-------------------------------------------------------
Judge Ashely M. Chan of the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania extended Baudax Bio, Inc.'s exclusive
periods to file a plan of reorganization and obtain acceptance
thereof to August 20 and October 19, 2024, respectively.
As shared by Troubled Company Reporter, the Debtor was a publicly
traded biotechnology company based out of Malvern, Pennsylvania
that has primarily focused on the development of two classes of
drugs: (1) T cell receptor ("TCR") therapies utilizing human
regulatory T cells ("Tregs"), and (2) Neuromuscular Blocking Agents
("NMBs") and an associated reversal agent.
The Debtor has approximately 200 creditors, including secured,
priority, and unsecured creditors. The bar date for non
governmental creditors to file proofs of claim, June 10, 2024, has
just passed. As of this date, 65 proofs of claim have been filed.
In light of the Debtor's ongoing efforts to monetize its assets,
the time required to analyze these proofs of claim, organize the
Debtor's creditors into appropriate classes, and formulate a plan
of reorganization that contemplates all forms of monetization of
the Debtor's assets, the Debtor is requesting an extension of the
exclusivity periods under section 1121(b) of the Bankruptcy Code.
Baudax Bio, Inc. is represented by:
David B. Smith, Esq.
Nicholas M. Engel, Esq.
SMITH KANE HOLMAN, LLC
112 Moores Road, Suite 300
Malvern, PA 19355
Telephone: (610) 407-7215
Facsimile: (610) 407-7218
Email: dsmith@skhlaw.com
About Baudax Bio Inc.
Baudax Bio, Inc., is a biotechnology company focused on developing
T cell receptor therapies utilizing human regulatory T cells, as
well as a portfolio of clinical stage neuromuscular blocking agents
and an associated reversal agent.
Baudax Bio, Inc., filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No.
24-10583) on February 22, 2024, listing up to $50,000 in assets and
$10 million to $50 million in liabilities. The petition was signed
by Gerri Henwood as chief executive officer.
Judge Magdeline D Coleman presides over the case.
David B. Smith, Esq., at SMITH KANE HOLMAN, LLC, is the Debtor's
counsel.
BEITLER TEXAS: Taps Levene Neale Bender as Bankruptcy Counsel
-------------------------------------------------------------
Beitler Texas Enterprises LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
Levene, Neale, Bender, Yoo & Golubchik L.L.P. as general bankruptcy
counsel.
The firm's services include:
a. advising the Debtors with regard to the requirements of the
Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the Office
of the United States Trustee as they pertain to the Debtors;
b. advising the Debtors with regard to certain rights and
remedies of their bankruptcy estates and the rights, claims and
interests of creditors;
c. representing the Debtors in any proceeding or hearing in
the Bankruptcy Court involving their estates unless the Debtors are
represented in such proceeding or hearing by other special
counsel;
d. conducting examinations of witnesses, claimants or adverse
parties and representing the Debtors in any adversary proceeding
except to the extent that any such adversary proceeding is in an
area outside of LNBYG's expertise or which is beyond LNBYG's
staffing capabilities;
e. preparing and assisting the Debtors in the preparation of
reports, applications, pleadings and orders;
f. representing the Debtors with regard to obtaining use of
debtor in possession financing and/or cash collateral;
g. if appropriate, assisting the Debtors in the negotiation,
formulation, preparation and confirmation of a plan of
reorganization and the preparation and approval of a disclosure
statement in respect of the plan; and
h. performing any other services which may be appropriate in
LNBYG's representation of the Debtors during their bankruptcy
cases.
The firm will be paid at these rates:
Attorneys $495 to $725 per hour
Paraprofessionals $300 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received from the Debtor a retainer of $104,000.
Gary Klausner, Esq., a partner at Levene, disclosed in a court
filing that his firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Gary E Klausner, Esq.
Levene, Neale, Bender, Yoo & Golubchik, LLP
2818 La Cienega Avenue
Los Angeles, CA 90034
Tel: (310) 229-1234
Fax: (310) 229-1244
Email: gek@lnbyg.com
About Beitler Texas Enterprises
Beitler Texas Enterprises LLC is engaged in activities related to
real estate.
Beitler Texas Enterprises LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. C.D. Tex. Case No. 24-15228) on July
1, 2024. In the petition filed by Logan A. Beitler, as manager, the
Debtor reports estimated assets and liabilities between $1 million
and $10 million each.
The Debtor is represented by Gary E. Klausner, Esq. LEVENE, NEALE,
BENDER, YOO & GOLUBCHIK L.L.P.
BEN'S CREEK: Seeks to Extend Plan Exclusivity to Oct. 11
--------------------------------------------------------
Ben's Creek Operations WV, LLC, and its affiliates asked the U.S.
Bankruptcy Court for the Southern District of West Virginia to
extend their exclusivity periods to file a plan of reorganization
and obtain acceptance thereof to October 11 and December 10, 2024,
respectively.
This chapter 11 case involves three separate Debtor entities. As
set forth in the Omnibus Declaration of Christopher S. Walker in
Support of Chapter 11 Petition and Debtors' First Day Motions, the
Debtors own and operate a metallurgical coal mine complex in Mingo
County, West Virginia, where they own approximately 640 fee acres
of surface and mineral property. The Debtors also hold
approximately 7,000 additional acres of coal reserves under lease.
Further, the Debtors hold 13 coal mining permits issued by the West
Virginia Department of Environmental Protection. This chapter 11
case is somewhat large and complex, which weighs in favor of
granting Debtors' request to extend the Exclusivity Periods.
The Debtors claim that the record in this case illustrates that
they have made progress since the Petition Date. Among other
things, the Debtors have been focused on obtaining debtor
in-possession financing, preparing and filing the Debtors'
schedules of assets and liabilities and statements of affairs, and
preparing for the sale of substantially all of the Debtors' assets.
Therefore, Debtors seek an extension of the Exclusivity Periods to
continue working toward a resolution of this chapter 11 case
without the possibility of a disruption to their efforts.
The Debtors explain that the companies and their advisors are in
the process of planning for the sale of substantially all of
Debtors' assets. Debtors have had discussions with the creditors'
committee and other parties in interest regarding the conclusion of
this case. However, due to the time and effort required to advance
the case to a sale, Debtors require additional time to formulate a
plan. An extension of the Exclusivity Periods would allow the
Debtors to continue working with all parties to resolve outstanding
matters and formulate a plan.
Since the Petition Date, the Debtors have been paying their
postpetition debts within their budget.
Finally, extending the Exclusivity Periods will not harm creditors.
Since the Petition Date, the Debtors have obtained critical relief
to progress toward confirming a chapter 11 plan that maximizes
value for all stakeholders.
Counsel to the Debtors:
James W. Lane, Jr., Esq.
Eric M. Johnson, Esq.
L. Elizabeth King, Esq.
Flaherty Sensabaugh Bonasso PLLC
200 Capitol Street
P.O. Box 3843
Charleston, WV 25338
Tel: (304) 345-0200
Email: jlane@flahertylegal.com
About Ben's Creek Operations WV
Ben's Creek Operations WV, LLC and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.W.V. Lead Case No. 24-20079) on
April 14, 2024. At the time of the filing, Ben's Creek reported $1
million to $10 million in assets and $10 million to $50 million in
liabilities.
Judge David L. Bissett oversees the cases.
Flaherty Sensabaugh Bonasso, PLLC, is the Debtors' legal counsel.
The U.S. Trustee for Region 4 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Whiteford, Taylor & Preston, LLP and George Law
Group, PLLC as legal counsels, and Mineral Energy Resource
Associates, LLC as mining consultant.
BENHAM ORTHODONTICS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Benham Orthodontics & Associates, P.A.
dba dba Benham Family Orthodontics
33 Main Street
Unit 120
Colleyville, TX 76034
Business Description: The Debtor provides orthodontic care to
children and adults.
Chapter 11 Petition Date: August 7, 2024
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 24-42784
Judge: Hon. Edward L Morris
Debtor's Counsel: Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
1412 Main Street, Suite 500
Dallas TX 75202
Tel: (972) 503-4033
Email: joyce@joycelindauer.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Adam Benham as director.
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/CGI4PHI/Benham_Orthodontics__Associates__txnbke-24-42784__0001.0.pdf?mcid=tGE4TAMA
BEYOND AIR: Incurs $13.06 Million Net Loss in First Quarter
-----------------------------------------------------------
Beyond Air, Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting a net loss of $13.06
million on $683,000 of revenues for the three months ended June 30,
2024, compared to a net loss of $15.06 million on $59,000 of
revenues for the three months ended June 30, 2023.
As of June 30, 2024, the Company had $46.50 million in total
assets, $28.80 million in total liabilities, and $17.70 million in
total equity.
The Company used cash in operating activities of $10.2 million for
the three months ended June 30, 2024, and has accumulated losses
attributable to the stockholders of Beyond Air of $251.9 million.
The Company had cash, cash equivalents and marketable securities of
$21.4 million as of June 30, 2024.
Beyond Air said, "The Company expects to incur net losses and have
significant cash outflows for at least the next year, including
making significant investments in research and development.
Management believes these factors raise substantial doubt about the
Company's ability to meet its obligations with cash on hand and
concluded that the Company will require additional funding within
one year from the date these financial statements are issued.
"The Company's future capital needs and the adequacy of its
available funds will depend on many factors, including, but not
necessarily limited to the success and costs of commercialization
of the Company's approved product and the actual cost and time
necessary for current and anticipated preclinical studies, clinical
trials and other actions needed to obtain certification or
regulatory approval of the Company's product candidates.
"The Company will be required to raise additional funds through
equity or debt securities offerings or strategic collaboration
and/or licensing agreements in order to fund operations if it is
unable to generate enough product or royalty revenues, if any.
Such financing may not be available on acceptable terms, or at all,
and the Company's failure to raise capital when needed could have a
material adverse effect on its strategic objectives, results of
operations and financial condition."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001641631/000149315224030444/form10-q.htm
About Beyond Air
Headquartered in Garden City, NY, Beyond Air, Inc. --
www.beyondair.net -- is a commercial-stage medical device and
biopharmaceutical company developing a platform of nitric oxide
("NO") generators and delivery systems (the "LungFit platform")
capable of generating NO from ambient air. The Company's first
device, LungFit PH received premarket approval from the FDA in June
2022. The NO generated by the LungFit PH system is indicated to
improve oxygenation and reduce the need for extracorporeal membrane
oxygenation in term and near-term (>34 weeks gestation) neonates
with hypoxic respiratory failure associated with clinical or
echocardiographic evidence of pulmonary hypertension in conjunction
with ventilatory support and other appropriate agents.
East Hanover, New Jersey-based Marcum LLP, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated June 24, 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.
BINDER SCIENCE: Hires DeMarco-Mitchell PLLC as General Counsel
--------------------------------------------------------------
Binder Science LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Texas to hire DeMarco-Mitchell, PLLC as
counsel.
The firm will provide these services:
(a) take all necessary action to protect and preserve the
estate;
(b) prepare on behalf of the Debtor all necessary legal
papers;
(c) formulate, negotiate, and propose a plan of
reorganization; and
(d) perform all other necessary legal services in connection
with these proceedings.
The firm will be paid as follows:
Robert T. DeMarco, Esq. $400 per hour
Michael S. Mitchell, Esq. $300 per hour
Barbara Drake, Paralegal $125 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received the amount of $21,738.
Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco Mitchell, PLLC
12770 Coit Road, Suite 850
Dallas, TX 75251
Tel: (972) 578-1400
Fax: (972) 346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About Binder Science LLC
Binder Science LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-70095) on July 6,
2024. In the petition filed by Patric Palcic, as chief
restructuring officer, the Debtor reports estimated assets between
$1 million and $10 million and estimated liabilities between $10
million and $50 million.
The Debtor is represented by Robert T DeMarco, Esq. at DEMARCO
MITCHELL, PLLC.
BINDER SCIENCE: Hires Patric Palcic as Chief Restructuring Officer
------------------------------------------------------------------
Binder Science LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Texas to hire Patric Palcic, managing
member of REV2 LLC, as chief restructuring officer.
The firm will render these services:
a. assist in managing the distressed situation, including a
potential Chapter 11 or any insolvency proceeding, including,
without limitation, management and oversight of any sale of the
Debtor's assets;
b. manage the professionals who are working for BINDER their
efforts and individual work products to be consistent with Debtor's
overall objectives;
c. assist Debtor in its cash management and cash flow
forecasting processes, including the monitoring of actual cash
flows versus projections;
d. assist Debtor in connection with their communications
and/or negotiations with other parties, including any potential DIP
Lender, as well as its customers and vendors;
e. assist Debtor in the preparation and review of any
governmental or court required filings and reports;
f. assist Debtor's bankruptcy counsel in gathering
information, preparing exhibits and providing testimony at hearings
on various motions for relief;
g. supervise the preparation and any necessary amendments of
the required schedules of assets and liabilities and the statement
of financial affairs;
h. review the bankruptcy petition, schedules of assets and
liabilities, statement of financial affairs, operating reports and
such other documents, reports and certifications as are required to
be filed or submitted under the Bankruptcy Code, Federal Rules of
Bankruptcy Procedure, local rules and procedures and U.S. Trustee
guidelines; and
i. advise and assist Debtor concerning various other
financial/business and reporting requirements pertaining to the
chapter 11 proceeding.
Mr. Palcic will receive compensation at an hourly rate of $200 with
a minimum monthly fee of $15,000.
Patric Palcic, managing member of REV2 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 through:
Patric M. Palcic
REV2 LLC
491 S. Ohioville Rd.
New Paltz NY 12561
Email: pmpalcic@bbb.exchange
About Binder Science LLC
Binder Science LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-70095) on July 6,
2024. In the petition filed by Patric Palcic, as chief
restructuring officer, the Debtor reports estimated assets between
$1 million and $10 million and estimated liabilities between $10
million and $50 million.
The Debtor is represented by Robert T DeMarco, Esq. at DEMARCO
MITCHELL, PLLC.
BLACKPOINT CAPITAL: Soneet Kapila Named Subchapter V Trustee
------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Soneet Kapila of Kapila
Mukamal as Subchapter V trustee for Blackpoint Capital, LLC.
Mr. Kapila will be paid an hourly fee of $450 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Kapila declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Soneet R. Kapila
Kapila Mukamal
1000 South Federal Highway, Suite 200
Fort Lauderdale, FL 33316
Tel: (954) 761-1011
Email: skapila@kapilamukamal.com
About Blackpoint Capital
Blackpoint Capital, LLC, doing business as Blackpoint Funding, LLC,
is a financial institution in Florida.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-17836) on July 31,
2024, with $1,154,196 in assets and $1,101,890 in liabilities.
Josie Williams, manager, signed the petition.
Judge Scott M. Grossman presides over the case.
Jason E. Slatkin, Esq., at Lorium Law represents the Debtor as
bankruptcy counsel.
BREWER'S AUTO: Taps AR Law Partners as Bankruptcy Counsel
---------------------------------------------------------
Brewer's Auto Care, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Arkansas to hire AR Law Partners,
PLLC, as its attorney.
The firm will render these services:
a. give Debtor legal advice with respect to its powers and
duties as Debtor-in-Possession of its organization and management
of the property; and
b. prepare on behalf of Debtor, as Debtor in Possession, a
Petition, Schedules, Statement of Financial Affairs, any necessary
deficient schedules and other documents, applications, answers,
orders, reports, complaints, motions, etc. file such required
documents, and to appear before this Court and any other court in
reference thereto; and
c. perform all other legal services for Debtor in Possession
that may be necessary to effectuate a reorganization of Debtor’s
financial affairs.
The firm will be paid as follows:
Vanessa Cash Adams $310 per hour
Associate Attorney $200 per hour
Support Staff $85 per hour
The firm also requires a retainer of $2,000.
Vanessa Cash Adams, Esq., an attorney at AR Law Partners, 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:
Vanessa Cash Adams, Esq.
AR Law Partners, PLLC
Plaza West Building
415 N. McKinley Street, Suite 830
Little Rock, AR 72205
Telephone: (501) 710-6500
Facsimile: (501) 710-6336
Email: bk@arlawpartners.com
Email: vanessa@arlawpartners.com
About Brewer's Auto Care
Brewer's Auto Care, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Ark. Case No. 24-12286) on July
15, 2024, with $500,001 to $1 million in assets and $100,001 to
$500,000 in liabilities.
Judge Phyllis M. Jones presides over the case.
Vanessa Cash Adams, Esq., at AR Law Partners, PLLC represents the
Debtor as bankruptcy counsel.
C M HEAVY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: C M Heavy Machinery, LLC
a/k/a CM Heavy Machinery, LL
11097 Highway 27
Okemah, OK 74859
Business Description: C M Heavy sells and rents a full range of
heavy machinery and equipment, including
Hardwood Mats, Skids, Ag Tractors, Dozers,
Pole Trailers, Crawler Carrier (Morooka),
Rubber Tire Back Hoes, Pipelayers,
Padding Machines, Padding Buckets, Welding
Tractors, Pipe Carriers, Air Compressors and
Excavators.
Chapter 11 Petition Date: August 8, 2024
Court: United States Bankruptcy Court
Eastern District of Oklahoma
Case No.: 24-80617
Judge: Hon. Paul R Thomas
Debtor's Counsel: Maurice VerStandig, Esq.
THE VERSTANDIG LAW FIRM, LLC
9812 Falls Road, #114-160
Potomac, Maryland 20854
Tel: (301) 444-4600
Email: mac@mbvesq.com
Total Assets: $19,152,335
Total Liabilities: $5,491,300
The petition was signed by Clint Meadors as president.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/SFME7FQ/C_M_Heavy_Machinery_LLC__okebke-24-80617__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. ARA Insurance Agency Insurance $11,414
11225 College Blvd
Suite 250
Overland Park, KS 66210
2. AT&T Business $3,442
211 S. Akard
Dallas, TX 75202
3. Barnhill Contracting Company Rent $56,400
800 Tiffany Blvd
Suite 200
PO Box 7948
Rocky Mount, NC 27804
4. CIG Logistics, Inc. $20,315
209 W 2nd Street
Fort Worth, TX 76102
5. Dozr, Ltd. $39,418
318 Duke ST W
Kitchener
Ontario
Canada-N2H3Y1
6. Enfield Timber, LLC Rent $345,714
21144 US Highway 301
Enfield, NC 27823
7. Gregory Poole Judgment $24,866
Equipment Company
4807 Beryl Road
Raleigh, NC 27606
8. Gungoll, Jackson, Legal Services $1,670
Box & Devoll, P.C.
PO Box 1549
Enid, OK 73702
9. Hentges & Associates, PLLC Legal Services $19,334
102 E Thatcher St
Edmond, OK 73034
10. James Supplies, L.L.C. $2,879
c/o Jay V. Harper
410 S. Chickasaw
Pauls Valley, OK 73075
11. McAfee & Taft, A Legal Services $30,000
Professional Corporation
Attn: Michael Lauderdale
211 N. Robinson
8th Floor, Two
Leadership Square
Oklahoma City, OK 73102
12. Norman Wohlgemuth, LLP Legal Services $10,000
401 S. Boston Avenue
Suite 3200
Tulsa, OK 74103
13. Pe Ben Industries $10,920
Companies, Inc.
811 Dallas Street
Houston, TX 77002
14. Recovery Logistics, Inc. $97,850
507 S 14th
Fort Smith, AR 72901
15. Standard Freight LLC $51,105
2401 Independence
Parkway S
La Porte, TX 77571
16. T&J Grading Company LLC Fire Cleanup $110,000
2054 Kildare Farm Rd.
#352
Cary, NC 27518
17. Tuggle Duggins Legal Services $40,122
400 Bellemeade Street
Suite 800
Greensboro, NC 27401
18. Unifirst $9,125
2100 N Beech Avenue
Broken Arrow, OK
74012
19. Wisner Law Legal Services $2,378
703 S. Western Road
Stillwater, OK 74074
20. Woita Forest $21,386
Products, LLC
601 Calvert Street
Suite Q
Lincoln, NE 68502
CAPITAL TRUST: Moody's Affirms Ba2 Rating on 2018A/B Revenue Bonds
------------------------------------------------------------------
Moody's Ratings has revised the rating outlook to stable from
negative on the outstanding $204 million Capital Trust Agency, FL's
Student Housing Revenue Bonds (University Bridge, LLC Student
Housing Project), Series 2018A and $3.9M Student Housing Revenue
Bonds (University Bridge, LLC Student Housing Project), Taxable
Series 2018B. At this time, Moody's have also affirmed the Ba2
rating on the bonds.
The outlook revision is driven by significant improvement in debt
service coverage (1.21x in fiscal 2023), strong occupancy trends
despite the increased availability of other housing options from
several existing and new student housing projects, as well as
restored surplus funds.
RATINGS RATIONALE
The Ba2 rating reflects that the project will maintain a solid debt
service coverage going forward, supported by healthy rental
revenues from continued strong occupancy (92% and 97% for Fall 2023
and Spring 2024 semesters respectively) and satisfactory rental
rate growth. The rating also incorporates the off-campus location
of the project, very limited support for the project from the
university, as well as the growing availability of other new and
existing student housing options. Moreover, the project's current
and improved debt service coverage of 1.21x (FY23) indicates the
project performance has fully recovered from prolonged
pandemic-related occupancy trends.
RATING OUTLOOK
The outlook is stable. The project's strength in occupancy and
competitive rental rates will support its ability to meet expenses,
including debt service, despite continued near term inflationary
and competitive pressures of other student housing properties.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Sustained strong financial performance as measured by
consistent debt service coverage of 1.20x or higher
-- Continuation of strong occupancy above 95%
-- Maintenance of competitive rents and market position
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Debt service coverage below 1.20x
-- A sustained decline in occupancy below 92%
-- Prolonged increases in expense growth and/or deterioration in
revenue resulting in draws on the debt service reserve fund
LEGAL SECURITY
Project revenues will constitute the primary source of revenue for
the rated debt. The bond trustee will also have a security interest
in various funds, such as the Bond Fund, Debt Service Reserve Fund,
and the Repair and Replacement Fund, as provided by the indenture.
PROFILE
The obligor and the owner of the projects is University Bridge,
LLC, a single member limited liability company that was formed for
the purpose of acquiring and financing the University Bridge
project. The sole member of the borrower is Atlantic Housing
Foundation Inc, a South Carolina non-profit corporation.
METHODOLOGY
The principal methodology used in these ratings was Global Housing
Projects published in June 2017.
CHERNY PROPERTIES: Property Sale Proceeds to Fund Plan
------------------------------------------------------
EV2 Holdings LLC (the "Proponent"), Cherny Properties Inc. and
Cherny Realty Inc., filed with the U.S. Bankruptcy Court for the
Southern District of New York a Joint Disclosure Statement for the
Joint Chapter 11 Plan of Reorganization dated July 19, 2024.
Each of the Debtors owns a small apartment building in New York,
New York. C. Properties owns real property commonly known as 511
East 6th Street, New York, New York 10009 (Block: 402; Lot: 60)
(the "C. Properties Property").
Realty owns real property commonly known as 421 East 12th Street,
New York, New York 10009 (Block: 440 Lot: 49) (the "Realty
Property" and, together with the C. Properties Property, the
"Properties").
The Plan provides for the Sale of the C. Properties Property, with
the net proceeds thereof to be paid to EV2 on account of the EV2
Claim. Following that Sale, the Debtors have until the Repayment
Deadline to enter into a refinancing or other transaction and make
payment on the EV2 Claim in Full, as well as all other required
payments under the Plan.
If the Debtors do not make such payments by the Repayment Deadline,
the Realty Property will be sold, with the net proceeds thereof
used to make payment to the EV2 Claim in Full, payment to creditors
in Class 1 (C. Properties Other Secured Claims) (to the extent not
already paid at the closing of the Sale of the C. Properties
Property), Class 3 (C. Properties Priority Claims) (to the extent
not already paid at the closing of the Sale of the C. Properties
Property), Class 6 (Realty Other Secured Claims) and Class 7
(Realty Priority Claims) in full.
In general, the proceeds of the Sale of the C. Properties Property
will be distributed to creditors of C. Properties and the proceeds
of the Sale of the Realty Property will be distributed to creditors
of Realty. In light of the amount of the EV2 Claim and the fact
that the EV2 Claim is secured by both Properties, however, in the
event of a Sale of the Properties for cash (as opposed to a credit
bid), it is likely that most of the proceeds would be paid to EV2
on account of its Secured Claim.
The Proponents intend to sell the C. Properties Property and the
Realty Property (if there is no refinance or other transaction
providing necessary payments by the Repayment Date) to obtain their
highest and best price, in accordance with applicable provisions of
the Bankruptcy Code. The closing of the Sale of each Property shall
take place following the Auction for each Property in accordance
with the Bid Procedures. EV2 will be entitled, within its
discretion, to submit a credit bid up to the Allowed amount of the
EV2 Claim (including post-petition protective advances, interest,
fees, costs, and expenses).
Class 4 consists of the C. Properties General Unsecured Claims,
which includes the EV2 Unsecured Claim. The holders of the Allowed
Class 4 C. Properties General Unsecured Claims will receive on
account of such Claims a pro rata distribution of C. Properties
Available Cash after payment in full to Class 1 Claims, payment on
the EV2 Claim in Full, the Class 3 Claims, and Statutory Fees and
Administrative Claims of C. Properties, with interest at the
Federal Judgment Rate for the Claims other than the EV2 Claim and
fees; provided, however, that EV2 will guaranty a distribution of
$9,613.68 to holders of Claims in Class 4 other than the EV2
Unsecured Claim, EV2 agreeing to waive the right to receive any
distribution from such $9,613.68 as a member of this Class.
If the Debtors enter into a refinancing or other transaction by the
Repayment Deadline, in addition to making payment to the holder of
the EV2 Claim in Full, the Debtors will guaranty a distribution of
9,613.68 to holders of Claims in Class 4 (excluding the EV2
Unsecured Claim, since payment will have been made on the EV2 Claim
in Full). The allowed unsecured claims total $96,136.75. This Class
will receive a distribution of approximately 10% or more of their
allowed claims.
Class 8 consists of all Realty General Unsecured Claims, which
includes the EV2 Unsecured Claim. Each holder of an Allowed Class 8
Realty General Unsecured Claim will receive on account of such
claim a pro rata distribution of Realty Available Cash after all
payments to the EV2 Claim in Full, Class 6 Claims, and Class 7
Claims, and Statutory Fees and Administrative Claims against
Realty, with interest from the Petition at the Federal Judgment
Rate as to all such Claims other than the EV2 Claim and Fees, with
interest as to all such Classes being paid in full prior to any
payments being made on account of principal; provided, however,
that EV2 will guaranty a distribution of $0 to holders of Claims in
Class 8 other than the EV2 Unsecured Claim, EV2 agreeing to waive
the right to receive any distribution from such $0 as a member of
this Class.
If the Debtors enter into a refinancing or other transaction by the
Repayment Deadline, in addition to making payment to the holder of
the EV2 Claim in Full, the Debtors will will guaranty a
distribution of $0 to holders of Claims in Class 8 (excluding the
EV2 Unsecured Claim, since payment will have been made on the EV2
Claim in Full).
Holders of Allowed Class 5 Interests in C. Properties shall
continue to retain and maintain such Interests in C. Properties and
the Post-Confirmation C. Properties following the Effective Date of
the Plan in the same percentages as existed as of the Petition
Date. Additionally, to the extent that there is any C. Properties
Available Cash after full payment of all Statutory Fees and
Administrative Claims against C. Properties and Claims in Class 1,
payment on the EV2 Claim in Full, Class 3, and Class 4, with
interest from the Petition Date at the Federal Judgment Rate as to
all such Claims other than the EV2 Claim and Fees, with interest as
to all such Classes being paid in full prior to any payments being
made on account of principal, each holder of an Allowed Class 5
Interest in C. Properties shall receive such remaining C.
Properties Available Cash, pro rata, in accordance with their
respective percentage interests in C. Properties.
Holders of Allowed Class 9 Interests in Realty shall continue to
retain and maintain such Interests in Realty and the Post
Confirmation Realty following the Effective Date of the Plan in the
same percentages as existed as of the Petition Date. Additionally,
to the extent that there is any Realty Available Cash after full
payment of all Statutory Fees and Administrative Claims against
Realty, payment of the EV2 Claim in full, and payment in full of
Class 6, Class 7 and Class 8, with interest from the Petition Date
at the Federal Judgment Rate as to all such Claims (other than the
EV2 Claim) and Fees, with interest as to all such Classes being
paid in full prior to any payments being made on account of
principal, each holder of an Allowed Class 9 Interest in Realty
shall receive such remaining Realty Available Cash, pro rata, in
accordance with their respective percentage interests in Realty.
The Plan will be funded by monies made available from the Sale of
the Properties (and the Property Causes of Action) and, possibly a
financing or other transaction by the Repayment Date generating
sufficient funds to make all of the required payments under the
Plan; however, EV2 shall advance such funds as are necessary to
make payments required under the Plan if the Sale proceeds and
Available Cash are insufficient to fund all payments required under
the Plan.
A full-text copy of the Joint Disclosure Statement dated July 19,
2024 is available at https://urlcurt.com/u?l=nEKaxt from
PacerMonitor.com at no charge.
Attorneys for EV2 Holdings LLC:
KRISS & FEUERSTEIN LLP
Jerold C. Feuerstein, Esq.
Daniel N. Zinman, Esq.
Stuart L. Kossar, Esq.
360 Lexington Avenue, Suite 1200
New York, New York 10017
(212) 661-2900
Counsel to the Debtors:
MANATT PHELPS & PHILLIPS LLP
Schuyler Carroll, Esq.
Ramya Sundaram, Esq.
7 Times Square
New York, New York 10036
Telephone: (212) 790-4500
Email: scarroll@manatt.com
About Cherny Properties
Cherny Properties Inc. and Cherny Realty Inc. own mixed used
buildings located at 511 East 6th Street, New York, NY 10009,
consisting of 8 residential units and 1 commercial unit valued at
$5.7 million in the aggregate and 421 East 12th Street, New York,
NY 10009, consisting of 10 residential units and 1 commercial unit
valued at $12 million, respectively.
Cherny Properties and Cherny Realty sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 24-10281
and 24-10283) on Feb. 21, 2024. The case is jointly administered
in Case No. 24-10281. In the petitions signed by Alexa Czerny,
vice president, Cherny Properties disclosed $5,808,142 in assets
and $12,192,368 in liabilities, while Cherny Realty listed
$12,025,000 in assets and $12,302,896 in liabilities.
Judge David S. Jones oversees the case.
Gary C. Fischoff, Esq., at Berger, Fischoff, Shumer, Wexler,
Goodman, LLP, serves as the Debtors' counsel.
CLEARPOINT NEURO: Incurs $4.41 Million Net Loss in Second Quarter
-----------------------------------------------------------------
ClearPoint Neuro, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $4.41 million on $7.86 million of total revenue for the three
months ended June 30, 2024, compared to a net loss of $7.05 million
on $5.95 million of total revenue for the three months ended June
30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $8.55 million on $15.50 million of total revenue, compared
to a net loss of $12.66 million on $11.38 million of total revenue
for the six months ended June 30, 2023.
As of June 30, 2024, the Company had $52.57 million in total
assets, $20.44 million in total liabilities, and $32.13 million in
total stockholders' equity.
ClearPoint said, "We have incurred net losses since our inception,
which has resulted in a cumulative deficit at June 30, 2024 of
$181.0 million. In addition, our use of cash from operations
amounted to $6.5 million for the six months ended June 30, 2024,
and $13.7 million for the year ended December 31, 2023.
"Since inception, we have financed our operations principally from
the sale of equity securities and the issuance of notes payable.
In 2020, we issued secured convertible notes to two investors which
raised gross proceeds of $25 million, of which $15 million has been
converted to common stock and $10 million remains outstanding...
[I]n March 2024, the Company completed a public offering of
2,653,848 shares of its common stock from which the net proceeds
totaled approximately $16.2 million after deducting underwriting
discounts and commissions, and other offering expenses paid by the
Company.
"As a result of these transactions and our business operations, our
cash and cash equivalents totaled $32.8 million at June 30, 2024.
In management's opinion, based on our current forecasts for
revenue, expense and cash flows, our existing cash and cash
equivalent balances at June 30, 2024, are sufficient to support our
operations and meet our obligations for at least the next twelve
months."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1285550/000128555024000098/clpt-20240630.htm
About ClearPoint Neuro
ClearPoint Neuro, Inc. formerly MRI Interventions, Inc. --
http://www.clearpointneuro.com-- is a commercial-stage medical
device company, incorporated in 1998 as a Delaware corporation,
that develops and commercializes innovative platforms for
performing minimally invasive surgical procedures in the brain.
From its inception in 1998, the Company has deployed significant
resources to fund its efforts to develop the foundational
capabilities for enabling magnetic resonance imaging ("MRI") guided
interventions, building an intellectual property portfolio, and
identifying and building out commercial applications for the
technologies it develops. In 2021, the Company's efforts expanded
beyond the MRI suite to encompass development and commercialization
of neurosurgical device products for the operating room setting, as
well as consulting services for pharmaceutical companies. The
Company's products have been installed or used at over 75 centers
globally.
Clearpoint Neuro reported a net loss of $22.10 million in 2023, a
net loss of $16.43 million in 2022, a net loss of $14.41 million in
2021, a net loss of $6.78 million in 2020, a net loss of $5.54
million in 2019, and a net loss of $6.16 million in 2018.
CLINE DESIGN: Plan Exclusivity Period Extended to Sept. 9
---------------------------------------------------------
Judge Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado extended Cline Design Group, Inc.'s exclusive
periods to file a plan of reorganization and obtain acceptance
thereof to September 9 and November 6, 2024, respectively.
As shared by Troubled Company Reporter, the Debtor states that it
has made significant progress towards narrowing the issues to be
addressed in the Plan, while this is not a complex case. For
instance, Debtor settled the CoorsCrib claim, which was more than
fifty percent of the general unsecured claims pool. Additionally,
Debtor has completed two large construction projects which, once
sold, will pay Berkely Bank, thereby further streamlining the plan
process.
The Debtor explains that its settlement with CoorsCrib and Debtor's
completion of the two construction projects will materially impact
plan formulation. Debtor has therefore made good faith progress
towards plan formulation. Additionally, resolution of the CoorsCrib
claim has saved the estate substantial attorney fees and expenses
that could have been incurred to litigate the claim, which in turn
will benefit creditors.
The Debtor asserts that it is not seeking an extension to pressure
creditors. To the contrary, the extension is being sought to
resolve creditor claims thereby streamlining the plan confirmation
process.
Cline Design Group, Inc., is represented by:
Aaron J. Conrardy, Esq.
WADSWORTH GARBER WARNER CONRARDY, P.C.
2580 West Main Street, Suite 200
Littleton, CO 80120
Telephone: (303) 296-1999
Facsimile: (303) 296-7600
Email: aconrardy@wgwc-law.com
About Cline Design Group
Cline Design Group, Inc., filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No.
23-15657) on Dec. 8, 2023. The petition was signed by Jeffrey A.
Cline as president. At the time of filing, the Debtor estimated
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities. Aaron J. Conrardy, Esq., at Wadsworth Garber Warner
Conrardy, P.C., is the Debtor's counsel.
COACH USA: Class Action Stayed Due to Bankruptcy Proceedings
------------------------------------------------------------
The United States District Court for the Eastern District of
California has stayed the class action case captioned as TRACY
WOODS, Plaintiff, v. PACIFIC COAST SIGHTSEEING TOURS & CHARTERS,
INC., et al., Defendants, Case No. 1:24-cv-00414-CDB (E.D.
Calif.).
On February 13, 2024, Plaintiff Tracy Woods filed a class action
complaint in Kern County Superior Court in which she seeks on
behalf of herself and a putative class damages, injunctive relief,
and restitution. Plaintiff raises these claims against Pacific
Coast Sightseeing Tours & Charters, Inc., Coach USA, Inc., and
Megabus West LLC:
(1) failure to pay wages for hours worked and for overtime
wages;
(2) compensation for required meal periods not provided;
(3) compensation for required rest periods not provided;
(4) failure to furnish timely and accurate wage statements;
(5) waiting time penalties;
(6) violation of Business and Professions Code section 17200, et
seq.; and
(7) penalties pursuant to Labor Code section 2699.3, et seq.
Private Attorneys General Act.
On April 5, 2024, Defendants removed the action to the federal
District Court on the grounds that it has original jurisdiction
over the action pursuant to the Class Action Fairness Act of 2005
and through diversity jurisdiction.
On July 5, 2024, Defendants filed a notice of suggestion of
bankruptcy indicating that on June 11 all Defendants filed for
bankruptcy in the United States Bankruptcy Court for the District
of Delaware. The bankruptcy cases are being jointly administered
and remain pending under lead case number 24-11258 (MFW).
Pursuant to Section 362 of the Bankruptcy Code, all actions against
a defendant who has filed a bankruptcy petition are automatically
stayed once the petition is filed.
A full-text copy of the Court's Order dated August 5, 2024, is
available at https://urlcurt.com/u?l=C95If8
About Coach USA Inc.
Coach USA, Inc. and its affiliates filed their voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 24-11258) on June 11, 2024, listing $100 million to
$500 million in both assets and liabilities.
Judge Mary F. Walrath oversees the cases.
The Debtors tapped Young, Conaway, Stargatt & Taylor as bankruptcy
counsel; Houlihan Lokey, as their investment bankers; Bennett Jones
LLP, as Canadian restructuring counsel; and Spencer Ware of CR3
Partners, LLC as their chief restructuring officer. Kroll
Restructuring Administration LLC is their claims and noticing
agent.
On June 25, 2024, the Office of the United States Trustee appointed
an official committee of unsecured creditors in these Chapter 11
cases. The committee tapped Brown Rudnick LLP as its co-counsel and
Dundon Advisers LLC as financial advisor.
COMMUNITY HEALTH: Inks $120MM Asset Purchase Deal With WoodBridge
-----------------------------------------------------------------
Community Health Systems, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on July 30,
2024, CHS/Community Health Systems, Inc., a wholly-owned subsidiary
of the Company, and certain wholly-owned subsidiaries of CHS,
entered into an Asset Purchase Agreement with WoodBridge
Healthcare, Inc. and certain of its affiliates.
Pursuant to the Purchase Agreement, and subject to the terms and
conditions set forth therein, Purchaser has agreed to acquire (i)
substantially all of the assets, and assume certain liabilities,
from the Selling CHS Entities, and (ii) the equity interests of
certain subsidiaries held by the Selling CHS Entities, in any such
case, related to the following acute care hospitals and certain
related businesses:
(1) Regional Hospital of Scranton in Scranton, Pennsylvania,
(2) Moses Taylor Hospital in Scranton, Pennsylvania; and
(3) Wilkes-Barre General Hospital in Wilkes-Barre,
Pennsylvania.
The total purchase price payable by Purchaser to the Selling CHS
Entities at the closing of the Transaction is $120 million
(inclusive of a $10 million prepayment for services to be provided
to the Purchaser by an affiliate of the Selling CHS Entities
pursuant to an information technology transition services
agreement), payable in cash at closing, and subject to adjustment
based on closing net working capital and the amount of any
capital/finance leases assumed by Purchaser.
The Purchase Agreement contains various representations, warranties
and covenants made by the parties. The Purchase Agreement also
provides for indemnification by the parties with respect to
breaches of representations, warranties and covenants by such
parties, as well as with respect to certain other indemnifiable
matters specified in the Purchase Agreement.
The closing of the Transaction is subject to the satisfaction or
waiver of certain closing conditions set forth in the Purchase
Agreement. Consummation of the Transaction is currently expected to
occur in the fourth quarter of 2024.
The Purchase Agreement may be terminated by either party under
certain circumstances set forth in the Purchase Agreement,
including if the Transaction is not consummated on or before
October 31, 2024.
The Purchase Agreement provides that, at closing, the parties,
and/or their respective affiliates, would enter into certain
ancillary agreements, including the Transition Services Agreement,
under which an affiliate of the Selling CHS Entities would provide
certain information technology and operational transition services
to Purchaser for a period of time following the closing.
About Community Health Systems Inc.
Community Health Systems, Inc. -- http://www.chs.net/-- is a
publicly traded hospital company and an operator of general acute
care hospitals in communities across the country. Its affiliates
provide healthcare services, developing and operating healthcare
delivery systems in 40 distinct markets across 15 states.
As of June 30, 2024, the Company had $14.4 billion in total assets,
$15.3 billion in total liabilities, $324 million in redeemable
noncontrolling interests in equity of consolidated subsidiaries,
and $1.2 billion in total stockholders' deficit.
* * *
As reported by the TCR on Dec. 15, 2023, Moody's Investors Service
downgraded CHS/Community Health Systems, Inc.'s Corporate Family
Rating to Caa2 from Caa1. Moody's said the downgrade of Community
Health's ratings reflects the company's very high level of
financial leverage and the company's inability to generate positive
free cash flow despite some industry-wide easing of labor pressure
in recent quarters.
As reported by the TCR on Dec. 20, 2023, S&P Global Ratings raised
its rating on Community Health Systems Inc. to 'CCC+' from 'SD'
(selective default). S&P said, "We believe Community Health's
capital structure is currently unsustainable. The company remains
highly leveraged with S&P Global Ratings-adjusted debt to EBITDA of
8.4x. In addition, the company has not established a track record
of sustained positive free cash flow generation. While we expect
improved EBITDA margins and positive cash flow in 2024, leverage
will remain high while the company has a significant interest
burden and maturities starting in 2026."
COMMUNITY HEALTH: S&P Cuts ICR to 'SD' on Senior Note Repurchase
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Community
Health Systems Inc. to 'SD' (selective default) from 'CCC+'. S&P
also lowered its issue-level rating on the affected senior notes to
'D' from 'CCC-'.
S&P's issue-level ratings on the other obligations are unchanged.
S&P expects to raise the rating back to 'CCC+' from 'SD' and assign
a negative outlook over the next few business days.
Community Health Systems Inc. recently repurchased approximately
$130 million in principal amount of its 6.875% senior notes due
2028 for approximately $98 million.
The downgrade reflects Community Health's latest below par debt
repurchases. This is the second time S&P has lowered the rating to
'SD' within the past year and sixth time since 2018 that the
company has repurchased debt below par.
S&P said, "We plan to raise our issuer credit rating on the company
to 'CCC+' and our issue-level ratings to 'CCC-' on the affected
debt over coming days. The transaction is a credit positive in that
it results in a modest reduction of debt outstanding.
"We believe the company's operating performance has been improving
over the past year, given volume increases, lower utilization of
more expensive contract labor, and moderation of inflationary
pressures. The announced planned divestitures of three Pennsylvania
hospitals, for roughly $120 million, and the closure of the sale of
its hospital in Cleveland, Tenn., for roughly $160 million,
provides the company an opportunity to further reduce leverage.
"However, we continue to monitor the long-term sustainability of
Community Health's capital structure and the potential risk of
further distressed exchange transactions."
CONGOLEUM CORP: BIW Loses Bid to Reopen 2003 Bankruptcy Case
------------------------------------------------------------
In the case captioned as IN RE: CONGOLEUM CORPORATION, ET AL.,
Debtor, BATH IRON WORKS CORPORATION, Appellant, No. 23-1295 (3rd
Cir.), Judge Paul Matey of the United States Court of Appeals for
the Third Circuit affirmed the United States District Court for the
District of New Jersey's decision that reversed the order of the
United States Bankruptcy Court for the District of New Jersey to
reopen the flooring manufacturer's first bankruptcy proceeding to
resolve a dispute between non-debtors already pending in a separate
suit before a federal district court.
In 2003, Congoleum filed for Chapter 11 bankruptcy protection in
the District of New Jersey to resolve a series of asbestos-related
lawsuits. Congoleum then negotiated a settlement with several
insurers, including Century Indemnity. The Century Settlement
provided for a sale of excess insurance policies back to Century,
free and clear of all claims under the policies. Bath Iron Works
Corporation seems to hold some of those released claims. In 2006,
the bankruptcy court conditionally approved the Settlement with the
finding that BIW had "no responsibility for any of the liabilities
of the Congoleum Flooring Business."
In 2010, the District court ratified Congoleum's Settlement with
Century as part of its approval of the final Confirmation Order.
Paragraph 104 of the 2010 Confirmation Order stated that "[i]n
support of the Century Settlement and the Century Approval Order,
the Court finds that the following Century Additional Named
Insureds have no responsibility for any of the liabilities of the
Congoleum Flooring Business: . . . Bath Iron Works Corp." The
bankruptcy proceeding was closed in March 2011.
In 2018, Occidental Chemical Corporation sued BIW in the District
of New Jersey for remediation costs on properties previously owned
by Congoleum. BIW responded that Occidental's claims were barred by
Paragraph 104 of the 2010 Confirmation Order. In 2020, while
Occidental's suit against BIW was still pending, Congoleum again
filed for bankruptcy. BIW filed an adversary complaint in the new
Congoleum bankruptcy seeking a declaratory judgment on the meaning
of Paragraph 104 of the 2010 Confirmation Order. BIW asked the
bankruptcy court "to clarify that . . . Paragraph 104 -- which
states that BIW has ‘no responsibility for any of the liabilities
of the Congoleum Flooring Business' -- means that BIW is not a
successor to the Congoleum Flooring Business and is not responsible
for any liabilities of the Congoleum Flooring Business, including
any environmental liabilities." The bankruptcy court granted
summary judgment for BIW, holding that Paragraph 104 of the 2010
Confirmation Order "memorializes that BIW has no liability for any
claims -- asbestos and non-asbestos -- stemming from the Congoleum
Flooring Business."
In the meantime, Occidental's suit against BIW progressed, and
Occidental moved for summary judgment. In response to Occidental's
motion, BIW returned to the Bankruptcy Court, asking to reopen
Congoleum's first bankruptcy proceeding and declare that the 2010
Confirmation Order barred Occidental's claims against BIW pending
in the District court. The Bankruptcy Court granted BIW's motion,
finding the Bankruptcy Court was in a better position than the
District court already handling Occidental's suit to interpret and
apply the 2010 Confirmation Order. The Bankruptcy Court then
concluded that, under the 2010 Confirmation Order, BIW had no
liability for any of the claims surrounding Congoleum's facilities,
a conclusion barring Occidental's claims in its separate suit.
On appeal, the District Court reversed that decision, reasoning the
Bankruptcy Court lacked good cause to reopen. BIW now appeals.
The Third Circuit holds that Congress made finality a centerpiece
of the bankruptcy system but acknowledged a limited need to reopen
a closed proceeding "to administer assets, to accord relief to the
debtor, or for other cause." The Bankruptcy Court relied on the
broad "for other cause" language, but BIW, the party seeking to
reopen, has not carried its burden to show cause exists.
According to Judge Matey, "Because the reopening impacted neither
the administration of the bankruptcy estate nor the interests of
the reorganized debtor, reopening the case was improper, we will
affirm the District Court's order."
A copy of the Court's decision dated August 1, 2024, is available
at https://urlcurt.com/u?l=YGqwPo
Counsel for Appellant Bath Iron Works Corporation:
Michael A. Doornweerd, Esq.
Catherine L. Steege, Esq.
JENNER & BLOCK
353 N Clark Street, Suite 4500
Chicago, IL 60654
E-mail: mdoornweerd@jenner.com
csteege@jenner.com
- and -
Ian H. Gershengorn, Esq.
Illyana A. Green, Esq.
Matthew Hellman, Esq.
Haley B. Tuchman, Esq.
JENNER & BLOCK
1099 New York Avenue NW, Suite 900
Washington, DC 20001
E-mail: igershengorn@jenner.com
igreen@jenner.com
mhellman@jenner.com
htuchman@jenner.com
- and -
Lawrence Bluestone, Esq.
Angelo J. Genova, Esq.
GENOVA BURNS
494 Broad Street
Newark, NJ 07102
E-mail: lbluestone@genovaburns.com
agenova@genovaburns.com
- and -
Daniel M. Stolz, Esq.
GENOVA BURNS
110 Allen Road, Suite 304
Basking Ridge, NJ 07920
E-mail: dstolz@genovaburns.com
Counsel for Appellee Occidental Chemical Corporation:
Amanda L. Rauer, Esq.
David E. Romine, Esq.
Larry D. Silver, Esq.
LANGSAM STEVENS SILVER & HOLLAENDER
1818 Market Street, Suite 2430
Philadelphia, PA 19103
E-mail: arauer@lssh-law.com
dromine@lssh-law.com
lsilver@lssh-law.com
- and -
Russell C. Silberglied, Esq.
Richards Layton & Finger
One Rodney Square
920 N King Street
Wilmington, DE 19801
E-mail: silberglied@rlf.com
- and -
Erin E. Murphy, Esq.
Nicholas M. Gallagher, Esq.
CLEMENT & MURPHY
706 Duke Street
Alexandria, VA 22314
E-mail: erin.murphy@clementmurphy.com
nicholas.gallagher@clementmurphy.com
About Congoleum Corp.
Congoleum Corporation -- https://www.congoleum.com/ -- manufactures
and sells vinyl sheet and tile products for both residential and
commercial markets. Its products are used in remodeling,
manufactured housing, new construction, commercial applications,
and recreational vehicles. Congoleum was started in 1828, in
Kirkaldy, Scotland, as a manufacturer of heavy canvas sailcloth,
sold to manufacturers of floorcloth, which was a precursor to
linoleum.
The Company first filed for Chapter 11 protection on Dec. 31, 2003
(Bankr. D.N.J. Case No. 03-51524) to resolve claims asserted
against it related to the use of asbestos in its products decades
prior. Congoleum's reorganization plan became effective as of July
1, 2010. By operation of the reorganization plan, American
Biltrite's ownership interest in Congoleum was eliminated and new
shares in Congoleum were issued to certain of Congoleum's
prepetition creditors. Richard L. Epling, Esq., Robin L. Spear,
Esq., and Kerry A. Brennan, Esq., at Pillsbury Winthrop Shaw
Pittman LLP, and Paul S. Hollander, Esq., and James L. DeLuca,
Esq., at Okin, Hollander & DeLuca, LLP, represented the Debtors.
Congoleum Corporation again sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.J. Case No. 20-18488) on July 13,
2020. The petition was signed by Christopher O'Connor, the CEO and
president. The Debtor was estimated to have $50 million to $100
million in assets and $100 million to $500 million in liabilities.
The Honorable Michael B. Kaplan presided over the 2020 case. In
the 2020 case, Warren A. Usatine, Esq., Felice R. Yudkin, Esq., and
Rebecca W. Hollander, Esq. of Cole Schotz P.C., served as counsel
to the Debtor. B. Riley FBR, Inc. served as financial advisor and
investment banker to the Debtor; and Phoenix Management Services,
LLC, as financial advisor. Prime Clerk LLC was the claims and
noticing agent.
* * *
In October 2020, the Debtors won court approval to sell
substantially all assets to Congoleum Acquisition, LLC, an entity
formed by the noteholder group. The sale provided at least $53
million of consideration to the Debtor's estate consisting of (i)
$28.5 million credit bid, (ii) satisfaction of the outstanding
liability to the DIP Lender totaling approximately $10 million at
closing, (iii) payment of cure costs estimated at $1.3 million,
(iv) assumption of postpetition accounts payable estimated at
$1.5million, (v) payment at closing or assumption of claims
pursuant to Section 503(b)(9) estimated at $800,000,(vi) assumption
of liabilities under a capital lease with VFI estimated at $4.5
million, (vii) assumption (if consented to by the Small Business
Association) of the PPP loan in the amount of$5.7 million, (viii)
assumption of deferred FICA taxes estimated at $640,000 and (ix)
liabilities associated with employee health plan at $150,000. In
addition, in connection with the sale, the buyer, Creditors'
Committee and holders of the Senior Secured Notes entered into a
settlement that provides for consideration to the estate of up to
$1.3 million in addition to the $100,000 in Excluded Cash as
follows: (i) $250,000 on or about the effective date of the Plan;
(ii) $250,000 on or about 6 months after the closing of the sale;
(iii) $500,000 on or about 12 months after closing of the sale;
(iv) $300,000 if and when certain monies presently held in a cash
collateral account by Applied Underwriters for a period when the
Debtor was self-insured for workers' compensation claims are
refunded. The settlement also provides consideration to the
Debtor's estate if the buyer sells the company within five years of
closing of the sale.
A Chapter 11 plan was confirmed in the case on January 11, 2021.
COSMOS GROUP: Halts Authorized Capital Increase, Withdraws DEF 14C
------------------------------------------------------------------
Cosmos Group Holdings Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on July 29,
2024, the Company has decided to terminate the previous plan to
increase the Company's authorized capital from 5,030,000,000 to
505,030,000,000 shares. The Company's authorized capital will
remain at 5,030,000,000 shares, with no amendment has made to the
Articles of Incorporation.
The Company is withdrawing from the Form DEF 14C which was filed on
May 24, 2024 for the above mentioned terminated plan to increase of
authorized capital.
About Cosmos Group
COSG is a Nevada holding company with operations conducted through
its subsidiaries based in Singapore and Hong Kong. The Company,
through its subsidiaries, is engaged in two business segments: (i)
the physical arts and collectibles business, and (ii) the
financing/money lending business.
As of March 31, 2024, the Company had $17,710,057 in total assets,
$64,725,232 in total liabilities, and stockholders' deficit of
$47,015,175.
The Company's auditor Olayinka Oyebola & Co. has expressed that
there is substantial doubt about the Company's ability to continue
as a going concern. In its December 7, 2023 Report of Independent
Registered Public Accounting Firm, the Company's Auditor addressed
the Shareholders and Board of Directors of Good Gaming, Inc.,
stating, "The Company suffered an accumulated deficit of
$130,555,579 and a net loss of $104,126,076. These matters raise
substantial doubt about the Company's ability to continue as a
going concern."
COVE CASTLES: Case Summary & Two Unsecured Creditors
----------------------------------------------------
Debtor: Cove Castles Development Corporation
220 Mead
Waccabuc NY 10597
Business Description: The Debtor is primarily engaged in renting
and leasing real estate properties.
Chapter 11 Petition Date: August 6, 2024
Court: United States Bankruptcy Court
District of Delaware
Case No.: 24-11667
Judge: Hon. Thomas M Horan
Debtor's Counsel: Garvan F. McDaniel, Esq.
HOGAN MCDANIEL
1311 Delaware Avenue
Wilmington DE 19806
Tel: 302-656-7596
Email: gmcdaniel@dkhogan.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by Michael H. Steinhardt as Board Member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/7C76GNQ/Cove_Castles_Development_Corporation__debke-24-11667__0001.0.pdf?mcid=tGE4TAMA
CXOSYNC LLC: Hires Peter Ordower as Special Litigation Counsel
--------------------------------------------------------------
CXOsync, LLC seeks approval from the U.S. Bankruptcy Court for the
Northern District of Illinois to hire the Law Office of Peter
Ordower as special litigation counsel.
Prior to the bankruptcy case being filed, the Debtor was a
Defendant in a wage claim lawsuit captioned "Shah v. CXOsync, et.
al., case no. 2022 L 007488" as well as a Plaintiff in the
trademark lawsuit "CXOsync LLC v. CXO Inc., Harshil Shah, and
Sulaiman Salooje, case no. 1:23-cv-190."
The firm will represent the Debtor in the wage claim lawsuit as
principal counsel, and in the trademark lawsuit as local counsel.
The firm will bill $500 per hour for its services.
The firm shall receive a retainer in the amount of $5,000.
The Law Office of Peter Ordower is a "disinterested person" as
defined in 11 U.S.C. Section 101(14), according to court filings.
The firm can be reached through:
Peter Ordower, Esq.
The Law Office of Peter Ordower
155 N Michigan Ave #630
Chicago, IL 60601
Phone: (312) 263-8060
E-mail: PO@ChicagoLawsuits.com
About CXOsync LLC
CXOsync, LLC is a corporate event planner which presents events and
workshops geared toward CIOs, CISOs, CMOs, and CFOs of businesses.
It hosts live and virtual events to ather CXOs from the world's
largest corporations and brands.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-08351) on June 5,
2024, with $128,315 in assets and $6,030,532 in liabilities. Rupen
Patel, managing member, signed the petition.
Judge Janet S. Baer presides over the case.
Ben Schneider, Esq., at The Law Offices of Schneider and Stone
represents the Debtor as bankruptcy counsel.
CXOSYNC LLC: Hires Wolf Rifkin Shapiro as Trademark Counsel
-----------------------------------------------------------
CXOsync, LLC seeks approval from the U.S. Bankruptcy Court for the
Northern District of Illinois to hire Paulo de Almeida, Esq. and
Wolf, Rifkin, Shapiro, Schulman & Rabkin, LLP as special trademark
litigation counsel.
Prior to the bankruptcy case being filed, the Debtor was a
Plaintiff in a trademark infringement lawsuit captioned "CXOsync
LLC v. CXO Inc., Harshil Shah, and Sulaiman Salooje, case no.
1:23-cv190."
The firm will represent the Debtor in prosecuting the trademark
infringement claims.
The firm's current hourly rates are:
Partners/Of Counsel $525 To $750
Senior Associates $395 To $525
Junior Associates $325 To $395
Paralegals $110 To $250
Clerks $50 To $90
For the remainder of this calendar year, Mr. Almeida's rate on your
matters will be $495 per hour.
Paulo de Almeida, Esq., a partner at Wolf, Rifkin, Shapiro,
Schulman & Rabkin, LLP, disclosed in a court filing that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Paulo A. de Almeida, Esq.
11400 West Olympic Boulevard, Ninth Floor
Los Angeles, CA 90064
Tel: (310) 478-4100
Fax: (310) 479-1422
Email: pdealmeida@wrslawyers.com
About CXOsync LLC
CXOsync, LLC is a corporate event planner which presents events and
workshops geared toward CIOs, CISOs, CMOs, and CFOs of businesses.
It hosts live and virtual events to ather CXOs from the world's
largest corporations and brands.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-08351) on June 5,
2024, with $128,315 in assets and $6,030,532 in liabilities. Rupen
Patel, managing member, signed the petition.
Judge Janet S. Baer presides over the case.
Ben Schneider, Esq., at The Law Offices of Schneider and Stone
represents the Debtor as bankruptcy counsel.
CXOSYNC LLC: Seeks to Hire Schneider & Stone as Bankruptcy Counsel
------------------------------------------------------------------
CXOsync, LLC seeks approval from the U.S. Bankruptcy Court for the
Northern District of Illinois to hire Ben Schneider, Esq. and
Schneider & Stone as general bankruptcy counsel.
The attorney will charge $450 per hour for services rendered to the
Debtor in Possession, paralegal time will be billed out at $175 per
hour.
Mr. Schneider, a principal with Schneider & Stone, assured the
court holds no adverse interest to the Debtor in Possession.
The firm can be reached through:
Ben Schneider, Esq.
SCHNEIDER AND STONE
8424 Skokie Blvd., Suite 200
Skokie, IL 60077
Phone: (847) 933-0300
Email: ben@windycitylawgroup.com
About CXOsync LLC
CXOsync, LLC is a corporate event planner which presents events and
workshops geared toward CIOs, CISOs, CMOs, and CFOs of businesses.
It hosts live and virtual events to ather CXOs from the world's
largest corporations and brands.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-08351) on June 5,
2024, with $128,315 in assets and $6,030,532 in liabilities. Rupen
Patel, managing member, signed the petition.
Judge Janet S. Baer presides over the case.
Ben Schneider, Esq., at The Law Offices of Schneider and Stone
represents the Debtor as bankruptcy counsel.
CYANOTECH CORPORATION: Incurs $1.20M Net Loss in First Quarter
--------------------------------------------------------------
Cyanotech Corporation filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $1.20 million on $5.90 million of net sales for the three months
ended June 30, 2024, compared to a net loss of $1.37 million on
$5.15 million of net sales for the three months ended June 30,
2023.
As of June 30, 2024, the Company had $24.43 million in total
assets, $13.77 million in total liabilities, and $10.66 million in
total stockholders' equity.
Cyanotech said, "We sustained operating losses and cumulative
negative cash flows from operations for these same periods.
Further...we were not in compliance with two debt covenant
requirements at March 31, 2024 and one debt covenant requirement at
March 31, 2023. In June 2023, the Bank instituted a freeze on
additional advances from the Line of Credit. These conditions
raise substantial doubt about our ability to continue as a going
concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/768408/000143774924025171/cyan20240630_10q.htm
About Cyanotech Corp.
Cyanotech Corporation, located in Kailua-Kona, Hawaii, was
incorporated in the state of Nevada on March 3, 1983, and is listed
on the NASDAQ Capital Market under the symbol "CYAN". The Company
is engaged in the production of natural products derived from
microalgae for the nutritional supplements market.
Newport Beach, Calif.-based Grant Thornton LLP, the Company's
auditor since 2008, issued a "going concern" qualification in its
report dated June 26, 2024, citing that the Company sustained
operating losses and negative cash flows from operations for the
fiscal years ended March 31, 2024 and 2023. Further, the Company
was not in compliance with two debt covenant requirements at March
31, 2024 and one debt covenant requirement at March 31, 2023. These
conditions, along with other matters, raise substantial doubt about
the Company's ability to continue as a going concern.
DCG ACQUISITION: S&P Withdraws 'B-' Issuer Credit Rating
--------------------------------------------------------
S&P Global Ratings withdrew all ratings on DCG Acquisition Corp.
(doing business as Dubois), including its 'B-' issuer credit rating
on the company, at the issuer's request. The outlook was positive
at the time of withdrawal.
DEBORAH'S LLC: Robert Alan Byrd Named Subchapter V Trustee
----------------------------------------------------------
David Asbach, Acting U.S. Trustee for Region 5, appointed Robert
Byrd, Esq., at Byrd & Wiser, as Subchapter V trustee for Deborah's,
LLC.
Mr. Byrd will be paid an hourly fee of $275 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Byrd declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Robert A. Byrd, Esq.
Byrd & Wiser
P.O. Drawer 1939
Biloxi, MS 39533
Telephone: (228) 432-8123
Facsimile: (228) 432-7029
Email: rab@byrdwiser.com
About Deborah's LLC
Deborah's LLC, a company in Pontotoc, Miss., filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Miss.
Case No. 24-12236) on July 30, 2024, with $500,000 to $1 million in
assets and $1 million to $10 million in liabilities. Deborah
Bryant, managing member, signed the petition.
Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC
represents the Debtor as bankruptcy counsel.
EARTH SCIENCE: Posts $1.1 Million Net Income in Q1 2024
-------------------------------------------------------
Earth Science Tech, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net
income of $1,076,254 for the three months ended June 30, 2024,
compared to a net loss of $35,596 for the three months ended June
30, 2023.
As of June 30, 2024, the Company had $4,772,247 in total assets,
$1,605,161 in total liabilities, and $3,167,086 in total
shareholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/bdd9vxns
About Earth Science Tech
Miami, Fla.-based Earth Science Tech, Inc. was incorporated under
the laws of the State of Nevada on April 23, 2010, subsequently
changed to the State of Florida on June 27, 2022. As of November 8,
2022, the Company is a holding entity set to acquire companies with
its current focus in the health and wellness industry. The Company
is presently in compounding pharmaceuticals and telemedicine
through its wholly owned subsidiaries RxCompoundStore.com, LLC.,
Peaks Curative, LLC., and Earth Science Foundation, Inc.
As of March 31, 2024, the Company had $3,881,336 in total assets,
$1,632,031 in total liabilities, and $2,249,305 in total
stockholders' equity.
Boca Raton, Fla.-based R. Bolko, CPA P.A, the Company's auditor
since 2022, issued a "going concern" qualification in its report
dated April 16, 2024, citing that the Company has suffered negative
cash flows and has a significant accumulated deficit. These factors
raise substantial doubt about the Company's ability to continue as
a going concern.
EARTHSNAP INC: Seeks to Hire Wiley Law Group as Legal Counsel
-------------------------------------------------------------
EarthSnap Inc. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Texas to hire Wiley Law Group, PLLC as
their legal counsel.
Wiley Law Group will render these legal services:
(a) counseling and preparation with the Debtor of negotiations
for the final resolution of a plan that integrates the marketing
solutions to materially increase sales using Amazon's global
marketplace;
(b) advising Debtor with respect to the Debtor's powers and
duties in the Chapter 11 case regarding strategy for exit from
bankruptcy, disclosure statements and plans, and other issues that
typically arise or may arise in Chapter 11 of Title 11 cases;
(c) appearing in this Court to protect the interests of the
Debtor;
(d) attending meetings as requested by the Debtor;
(e) performing all other legal services for the Debtor that
may be necessary and proper in this case, including, but not
limited to, provision of advice in areas such as corporate,
bankruptcy, tort, employment, governmental, intellectual property,
and secured transactions; and
(f) performing such other functions as requested by the Debtor
or the Court consistent with professional standards.
The hourly rates of Wiley Law Group's attorneys and staff are as
follows:
Attorneys $550
Legal Assistants and Paralegals $150
The firm has received a retainer in the amount of $6,000.
Wiley Law Group will seek reimbursement for expenses incurred.
Kevin Wiley, Sr., Esq., and Kevin Wiley, Jr., members of Wiley Law
Group, disclosed in court filings 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:
Kevin S. Wiley, Sr., Esq.
Kevin S. Wiley, Jr., Esq.
The Wiley Law Group, PLLC
325 N. St. Paul Street, Suite 2750
Dallas, TX 75201
Telephone: (214) 537-9572
Facsimile: (972) 449-5717
Email: kevin.wileysr@tx.rr.com
kwiley@lkswjr.com
About EarthSnap Inc.
EarthSnap Inc. is an Android developer.
EarthSnap Inc. sought relief under Subchapter V of Chapter 11 of
the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-60363) on
June 17, 2024. In the petition signed by Eric Ralls, as CEO, the
Debtor reports estimated assets between $1 million and $10 million
and estimated liabilities between $500,000 and $1 million.
The Debtor is represented by Kevin S. Wiley, Sr., Esq. at WILEY LAW
GROUP, PLLC.
EL VERDE: Hires Hector Eduardo Pedrosa Luna as Attorney
-------------------------------------------------------
El Verde Associates LDP seeks approval from the U.S. Bankruptcy
Court for the District of Puerto Rico to hire to employ The Law
Offices of Hector Eduardo Pedrosa Luna, as its attorney.
The firm will render the following services:
a. prepare bankruptcy schedules, pleadings, applications and
conduct examinations incidental to any related proceedings or to
the administration of the bankruptcy case;
b. develop the relationship of the status of the Debtor to the
claims of creditors in the bankruptcy case;
c. advise the Debtor of its rights, duties and obligations as
Debtor operating under Chapter 11 of the Bankruptcy Code;
d. take any and all other necessary action incident to the
proper preservation and administration of the Chapter 11 case; and
e. advise and assist the Debtor in the formation and
preservation of a plan pursuant to Chapter 11 of the Bankruptcy
Code, the disclosure statement, and any and all matter related
thereto.
Hector Eduardo Pedrosa Luna will be paid at the hourly rate of
$165. The Debtor paid the Firm a retainer in the amount of $4,000.
It will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Hector Eduardo Pedrosa Luna, partner of The Law Offices of Hector
Eduardo Pedrosa Luna, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.
Hector Eduardo Pedrosa Luna can be reached at:
Hector Eduardo Pedrosa Luna, Esq.
THE LAW OFFICES OF HECTOR EDUARDO PEDROSA LUNA
P.O. Box 9023963
San Juan, PR 00902-3963
Tel: (787) 920-7983
Fax: (787) 754-1109
Email: hectorpedrosa@gmail.com
About El Verde Associates LDP
El Verde Associates LDP filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No.
24-03107) on July 27, 2024, listing $1,000,001 to $10 million in
both assets and liabilities.
Judge Mildred Caban Flores presides over the case.
Hector Eduardo Pedrosa Luna, Esq. at the Law Offices of Hector
Eduardo Pedrosa Luna serves as the Debtor's counsel.
ELECTROCORE INC: Incurs $2.66 Million Net Loss in Second Quarter
----------------------------------------------------------------
electroCore, Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting a net loss of $2.66
million on $6.14 million of net sales for the three months ended
June 30, 2024, compared to a net loss of $4.90 million on $3.55
million of net sales for the three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $6.16 million on $11.58 million of net sales, compared to a
net loss of $10.77 million on $6.33 million of net sales for the
six months ended June 30, 2023.
As of June 30, 2024, the Company had $22.36 million in total
assets, $10.88 million in total liabilities, and $11.47 million in
total stockholders' equity.
Gross profit for the second quarter of 2024 was $5.3 million as
compared to $3.0 million for the second quarter of 2023. Gross
margin was 86% for the second quarter of 2024 as compared to 84% in
the second quarter of 2023.
Total operating expenses in the second quarter of 2024 were
approximately $7.9 million as compared to $8.0 million in the
second quarter of 2023.
Research and development expense in the second quarter of 2024 was
$0.6 million as compared to $1.2 million in the second quarter of
2023. This decrease was primarily due to a significant reduction
in investments associated with the development of the Company's
next generation app-enabled platform.
Selling, general and administrative expense in the second quarter
of 2024 was $7.3 million as compared to $6.8 million in the second
quarter of 2023. The increase was driven by continued targeted
investments in sales and marketing to support the Company's
commercial efforts.
Adjusted EBITDA net loss in the second quarter of 2024 was $1.9
million as compared to adjusted EBITDA net loss of $4.5 million in
the second quarter of 2023. These improved results are also
primarily due to the 73% increase in the second quarter 2024 net
sales over the second quarter 2023.
The Company defines adjusted EBITDA net loss as GAAP net loss,
adjusted to exclude non-operating gains/losses, depreciation and
amortization, stock-compensation expense, inventory reserve
charges, severance and other related charges, legal fees associated
with stockholders' litigation, and benefit from income taxes.
Cash, cash equivalents, marketable securities and restricted cash
at June 30, 2024 totaled approximately $14.5 million, as compared
to approximately $10.6 million as of Dec. 31, 2023.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1560258/000121390024066131/ecor-20240630.htm
About electroCore, Inc.
electroCore, Inc. -- www.electrocore.com -- is a commercial stage
bioelectronic medicine and wellness company dedicated to improving
health through its non-invasive vagus nerve stimulation ("nVNS")
technology platform. The Company's focus is the commercialization
of medical devices for the management and treatment of certain
medical conditions and consumer product offerings utilizing nVNS to
promote general wellbeing and human performance in the United
States and select overseas markets.
New York, NY-based Marcum LLP, the Company's auditor since 2020,
issued a "going concern" qualification in its report dated March
13, 2024, citing that the Company has experienced significant
losses and cash used in operations and expects to continue to incur
net losses. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
ENGINEERING RESEARCH: S&P Assigns 'B-' ICR, Outlook Stable
----------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to
Engineering Research and Consulting LLC (d/b/a Astrion). At the
same time, S&P assigned its 'B-' issue-level rating and '3'
recovery rating to the company's proposed first-lien debt.
The stable outlook reflects S&P's expectation that its S&P Global
Ratings-adjusted debt to EBITDA will be above 7x through 2025 as
the company works through transaction and integration costs while
growing earnings.
Astrion is acquiring Axient LLC.
Astrion plans to acquire Axient with a combination of new debt and
preferred equity. Astrion will fund the acquisition with a $595
million first-lien term loan, $80 million of preferred equity, and
a $55 million subordinated payment-in-kind (PIK) seller deferred
payment. The company will also have access to a new $80 million
revolving credit facility and a $60 million delayed-draw first-lien
term loan. Astrion hopes the acquisition will lead to new business
opportunities by leveraging customer relationships and service
offering across the two companies while increasing scale.
The rating reflects Astrion's high leverage, modest size, and scope
of service offerings relative to peers. S&P said, "At about $1.3
billion of revenue pro forma for the acquisition, Astrion will be
among the smallest government service providers we rate.
Competitors such as Booz Allen Hamilton Inc., CACI International
Inc., KBR Inc., Science Applications International Corp., and
Peraton Corp. are all in the $6.5 billion-$9.5 billion range. With
S&P Global Ratings-adjusted EBITDA margins between 7% and 9%
throughout our forecast, Astrion is at the low end of the spectrum
of aerospace and defense companies. Competitors listed above all
generate margins between 8% and 13%. Astrion's profitability is
limited by the scope of its service offerings, and a significant
portion of its contracts being cost plus, which does mitigate risk,
but limits profitability. We expect debt to EBITDA to be elevated
in 2024 due to the effect of transaction and integration costs in
earnings and additional debt issued fund the acquisition. We
forecast that leverage will drop to near 7x in 2025 and decline
further as the company improves profitability over time."
The new combined company could result in more new business
opportunities. Management hopes to leverage Astrion's relationship
with the U.S. Air Force and Axient's relationships with the U.S.
Army and Space Force to attract a broader range of new business
opportunities. In addition to complementary customer relationships,
the two companies bring service offerings that could be combined to
go after larger, more specialized contracts. Legacy Astrion has
focused more on cyber, electronic warfare, and space solutions,
while Axient adds test and evaluation modeling and decision
analysis capabilities. There is very little contract overlap
between the two companies, so all the new business is expected to
be additive. The increased scale and scope of offerings could
result in more opportunities to bid for work as a prime contractor,
which could result in higher margins.
Financial policy will be a determining factor in the rating's
upside. For a variety of reasons noted above, improving operations
could lead to stronger credit metrics. The amount to which they
improve could depend on management's and owner Brightstar's
financial policy. S&P said, "We forecast free cash flow of $30
million-$40 million in 2024, improving to $50 million-$60 million
in 2025 as transaction and integration costs roll off and the
company grows revenues in areas of priority for the Department of
Defense. As earnings and cash flow grow, the company could seek
additional growth through debt-funded acquisitions or opt to take
cash out of the company in the form of a dividend. Management's
willingness and commitment to maintaining debt to EBITDA
comfortably below 7x will be a key factor in the rating moving
forward. We think leverage reduction is more likely to be a product
of earnings growth than significant debt reduction."
S&P said, "The stable outlook reflects our expectation that S&P
Global Ratings-adjusted debt to EBITDA will be over 7x through 2025
as the company works through integration and tries to grow
margins.
"We could lower our ratings on Astrion if debt to EBITDA rises to a
point that we believe the capital structure is unsustainable, or
free cash flow is materially negative and we don't expect it to
improve, constraining liquidity."
This could occur if:
-- Astrion loses several key contracts and revenues decline
significantly;
-- EBITDA margins decline due to increased costs associated with
the integration or cost overruns due to poor performance on
contracts; or
-- The company pursues large, debt-financed acquisitions or
dividends.
S&P could raise the rating on Astrion if the company's EBITDA
improves such that it expects debt to EBITDA to remain well below
7x and free cash flow is solidly positive.
This could occur if:
-- The Axient integration goes smoothly, and the absence of
acquisition costs leads to improved EBITDA margins in the near
future;
-- The company is able to capture new business wins in addition to
its recompetes; and
-- Management commits to maintaining improved credit ratios, even
with potential acquisitions or dividends.
S&P said, "Governance is a moderately negative consideration in our
credit rating analysis of Astrion, as is the case for most rated
entities owned by private-equity sponsors. We believe the company's
highly leveraged financial risk profile points to corporate
decision-making that prioritizes the interests of its controlling
owners. This also reflects private-equity owners generally finite
holding periods and focus on maximizing shareholder returns. Social
and environmental factors are neutral
ENVIVA INC: Seeks to Hire Paul Weiss Rifkind as Attorney
--------------------------------------------------------
Enviva Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Eastern District of Virginia to employ
Paul, Weiss, Rifkind, Wharton & Garrison LLP as attorneys.
The firm will render these services:
Case Administration
1. Provide legal advice with respect to the Debtors' powers
and duties as debtors-in-possession, including the substantive and
procedural requirements of operating in chapter 11;
2. Prepare and prosecute (as applicable) any motions,
applications, answers, proposed orders, reports, and other papers
of the Debtors that are necessary or appropriate for the
administration of the Debtors' estates and the Chapter 11 Cases;
3. Participate in meetings and negotiate with representatives
of creditors and other parties-in-interest, including the
Committee, regarding the matters within Paul, Weiss's scope of
work; and
4. Provide any other legal services to the Debtors that may be
necessary or appropriate in the Chapter 11 Cases; provided that,
for the avoidance of doubt, Paul, Weiss will work closely with the
Debtors and their other advisors (including V&E in its capacity as
327(e) counsel) to delineate and coordinate their respective duties
to prevent duplication of services.
Plan and Disclosure Statement
5. Draft, negotiate, and prosecute (as applicable) the
Debtors' chapter 11 plan, disclosure statement, solicitation
procedures, proposed confirmation order, and related briefs,
motions, notices, and other papers;
6. Advise and assist in connection with the solicitation of
votes for the Debtors' chapter 11 plan and other
solicitation-related matters;
7. Advise and assist on matters related to the Debtors'
restructuring support agreements (including any waivers,
amendments, or modifications thereto); and
8. Coordinate with V&E regarding the drafting and negotiation
of documents within the scope of V&E's engagement (including,
without limitation, corporate governance documents, management
incentive plan documents, and any other employment-related
documents) and incorporate the same into any chapter 11 plan
(including any plan supplement) and any related or other filings
seeking Court approval of such documentation, as appropriate.
Cash Collateral, DIP Financing, and Exit Financing
9. Provide any legal services necessary or appropriate in
connection with the Debtors' authorization to use cash collateral
and postpetition financing, including in connection with the
Committee's appeal of the final order authorizing the Debtors to
obtain postpetition financing and use cash collateral [Docket No.
564]; and
10. Prepare and prosecute any motions or other filings of the
Debtors seeking Court approval of exit financing documents,
including any commitment letter in connection therewith.
Corporate Finance
11. Negotiate key terms of and prepare documents in connection
with or related to any equity financing (including any equity
rights offering or other equity raise) and exit financing,
including any related offering statements, subscription rights
agreements, and/or loan and security agreements.
Contract and Lease Issues
12. Provide any legal services necessary or appropriate in
connection with seeking Court approval of, and effectuating, the
Debtors' proposed treatment of any contract, lease, or related
claims, including, without limitation, the assumption or rejection
of any executory contract or unexpired lease.
Commercial Contracts and "Raise the Bridge" ("RTB")
13. Represent the Debtors in connection with any motion
practice, contested matter, or related discovery arising from any
RTB negotiations, including providing any legal services necessary
or appropriate in connection therewith.
Automatic Stay
14. Provide any legal services necessary or appropriate in
connection with matters pertaining to the automatic stay.
15. Provide any legal services necessary or appropriate in
connection with protecting and preserving the Debtors' estates.
Claims Administration and Objections
16. Provide any legal services necessary or appropriate in
connection with objecting to, reconciling, liquidating, resolving,
or otherwise administering any claim filed against the Debtors'
estates; and
17. Provide any legal services necessary or appropriate in
connection with any intercompany claims maintained by the Debtors.
Corporate Governance and Board Matters
18. Advise any Debtor's board of directors and any committees
thereof, including the Plan Evaluation Committee of the Board of
Directors of Enviva Inc., regarding the matters within Paul,
Weiss's scope of work; provided that Paul, Weiss will not serve as
counsel to the Special Committee of the Board of Directors of
Enviva Inc.
Joint Venture Matters
19. Provide any legal services necessary or appropriate in
connection with issues relating to Enviva Wilmington Holdings, LLC
including responding to, and taking any actions necessary or
appropriate in connection with, the motion filed by John Hancock
Life Insurance Company of New York and certain of its affiliates
[Docket No. 856].
The firm will be paid at these rates:
Partners $1,995 to $2,395
Counsel $1,815
Staff Attorneys and Associates $645 to $1,560
Paraprofessionals $160 to $515
Paul, Weiss has not received an advanced payment retainer.
The following is provided in response to the request for additional
information set forth in Paragraph D.1 of the Fee Guidelines.
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: The Firm has not agreed to any variations from, or
alternatives to, its standard billing arrangements for this
engagement.
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 or
discounts offered 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: Paul, Weiss did not represent the Debtors prior to the
Petition Date. Paul, Weiss adjusts its billing rates on an annual
basis effective October 1st of each year.
Question: Has your client approved your prospective budget and
staffing plan, and, if so, for what budget period?
Response: Yes, from July 3, 2024 through to August 31, 2024.
Paul Basta, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Paul M. Basta, Esq.
Andrew M. Parlen, Esq.
Michael J. Colarossi, Esq.
PAUL, WEISS, RIFKIND, WHARTON
& GARRISON LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Telephone: (212) 373-3000
Facsimile: (212) 757-3990
About Enviva Inc.
Headquartered in Bethesda, Md., Enviva Inc. --
https://www.envivabiomass.com -- is a producer of industrial wood
pellets, a renewable and sustainable energy source produced by
aggregating a natural resource, wood fiber, and processing it into
a transportable form, wood pellets. Enviva exports its wood pellets
to global markets through its deep-water marine terminals at the
Port of Chesapeake, Virginia, the Port of Wilmington, North
Carolina, and the Port of Pascagoula, Mississippi, and from
third-party deep-water marine terminals in Savannah, Georgia,
Mobile, Alabama, and Panama City, Florida.
Enviva Inc. and certain affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Lead Case No.
24-10453) on March 13, 2024. In the petition signed by Glenn T.
Nunziata, interim chief executive officer and chief financial
officer, Enviva Inc. disclosed $2,893,581,000 in assets and
$2,631,263,000 in liabilities.
Judge Brian F. Kenney oversees the cases.
The Debtors tapped Vinson & Elkins, LLP as general bankruptcy
counsel; Kutak Rock, LLP as local counsel; Lazard Freres & Co., LLC
as investment banker; Alvarez & Marsal Holdings, LLC as financial
advisor; and Kurtzman Carson Consultants, LLC as notice and claims
agent.
The U.S. Trustee for Region 4 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
ENVIVA INC: Seeks to Hire Vinson & Elkins as Special Counsel
------------------------------------------------------------
Enviva Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Eastern District of Virginia to employ
Vinson & Elkins L.L.P. as special counsel.
The firm will render these services:
a. advise the Debtors regarding certain operational matters
and business relationships on which V&E has historically advised
the Debtors, including as described more fully below, and assist
with other matters unrelated to these chapter 11 cases as requested
by the Debtors, consistent with past practice and not otherwise
duplicative of services provided by Paul, Weiss.
b. advise the Debtors in connection with their obligations
under the Securities Act of 1933, the Securities Exchange Act of
1934, and the New York Stock Exchange ("NYSE"), including any
reporting, governance or similar obligations thereunder and/or
other related considerations. Advise the Debtors on any
correspondence with the staff of the U.S. Securities and Exchange
Commission ("SEC"), the NYSE, or similar regulators.
c. assist the Debtors in preparation of reports to be filed
with or furnished to the SEC and/or the NYSE, including quarterly
and annual reports, proxy statements, current reports, and any
other report and/or filing required by applicable law or
regulation.
d. advise the Debtors in connection with annual shareholder
meetings, including with respect to preparation of one or more
proxy statements, solicitation of stockholders, and any actions or
activities related to such meetings.
e. advise on U.S. and foreign merger control obligations and
related issues.
f. advise on securities disclosure and communications
considerations, including reviewing press releases, scripts, and
other communications materials and advise on Regulation FD
considerations as to any material non-public information and
related "cleansing" materials.
g. prepare any necessary governance documents, such as
charters and bylaws (including any amendments), and advise any
Debtor's board of directors (and any committees thereof) with
respect to matters within the scope of services authorized in this
Application.
h. advise on corporate governance obligations and
considerations under federal and state securities and corporate
laws and exchange listing requirements by the NYSE.
i. advise with respect to the Debtors' postpetition
debtor-in-possession financing facility, including any related loan
and security agreements and amendments to the foregoing; provided
that V&E will not advise the Debtors with respect to any future DIP
financing or refinancing, which will be handled by Paul, Weiss.
j. as existing counsel of record, continue to represent the
Debtors in the Committee's appeal of the Final DIP Order [Docket
No. 564] solely until such time that the Court enters an order
authorizing the Debtors to retain Paul, Weiss as general bankruptcy
counsel, at which time such matter shall be transitioned to Paul,
Weiss.
k. advise the Debtors in connection with ongoing RTB
negotiations; provided that V&E will not represent the Debtors in
connection with any motion practice, contested matter, or related
discovery arising from any RTB negotiations, which will be handled
by Paul, Weiss.
l. prepare and document renegotiated long-term offtake
contracts with customers, including any amendments or modifications
to existing contracts.
m. negotiate and document equipment purchase and construction
agreements.
n. advise on tax matters, including as to tax-advantageous
capital and organizational structures, and prepare related
disclosures.
o. advise on employee compensation and employee matters.
p. assist Paul, Weiss in incorporation of any of the foregoing
in a plan of reorganization (e.g., prepare descriptions of any of
the foregoing for inclusion into a plan of reorganization or
disclosure statement).
The firm will be paid at these rates:
Attorneys $850 to $2,050 per hour
Paraprofessionals $570 to $600 per hour
The Debtors paid the firm $1,500,000 as an advance payment retainer
pursuant to the terms of the Engagement Letter. During the 90-day
period prior to the Petition Date, the Debtors paid to V&E
aggregate advance payment retainers totaling $11,299,706.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The firm also provided following in response to the request for
additional information set forth in Paragraph D.1 of the U.S.
Trustee Guidelines:
Question: Did V&E agree to any variations from or alternatives
to V&E's standard billing arrangements for this engagement?
Answer: Yes, V&E has agreed to a 15 percent discount of its
standard or customary billing arrangements for this engagement
consistent with its historical fee arrangement with the Debtors as
previously disclosed with V&E's initial retention application. V&E
will continue to apply the discount during the pendency of these
chapter 11 cases.
Question: Do any of the V&E professionals in this engagement
vary their rate based on the geographic location of these chapter
11 cases?
Answer: No.
Question: If V&E has represented the Debtors in the 12 months
prepetition, disclose V&E's billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If V&E's billing rates and
material finances have changed postpetition, explain the difference
and the reasons for the difference.
Answer: V&E will use the same hourly rates for services
rendered on behalf of the Debtors during the pendency of these
chapter 11 cases as it used during the 12 months prior to the
Petition Date for matters unrelated to these chapter 11 cases. In
the 12 months preceding these chapter 11 cases, V&E's hourly rates
for services rendered on behalf of the Debtors ranged as follows:
Timekeeper U.S. Range
Partners $1485 to $2050
Counsel/Of Counsel $1425 to $1770
Associates $850 to $1325
Paraprofessionals $570 to $600
As noted above, V&E agreed to continue a discount of its standard
or customary billing agreements for this engagement, consistent
with its historical fee arrangement with the Debtors.
Question: Have the Debtors approved V&E's budget and staffing
plan, and, if so, for what budget period?
Answer: As stated in the Paral Declaration, V&E will submit a
proposed budget and staffing plan to the Debtors as soon as
possible for review and approval. V&E will work with the Debtors to
make any changes, as needed, prior to approval. In the event that
this Court enters an order authorizing V&E's retention in a manner
different than the proposed scope in the Application, V&E will work
with the Debtors to make corresponding changes to the budget and
staffing plan.
David S. Meyer, a partner at Vinson & Elkins LLP, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
David S. Meyer, Esq.
Vinson & Elkins L.L.P.
1114 Avenue of the Americas 32nd Floor
New York, NY 10036-7708
Tel: (212) 237-0000
Fax: (212) 237-0100
About Enviva Inc.
Headquartered in Bethesda, Md., Enviva Inc. --
https://www.envivabiomass.com -- is a producer of industrial wood
pellets, a renewable and sustainable energy source produced by
aggregating a natural resource, wood fiber, and processing it into
a transportable form, wood pellets. Enviva exports its wood pellets
to global markets through its deep-water marine terminals at the
Port of Chesapeake, Virginia, the Port of Wilmington, North
Carolina, and the Port of Pascagoula, Mississippi, and from
third-party deep-water marine terminals in Savannah, Georgia,
Mobile, Alabama, and Panama City, Florida.
Enviva Inc. and certain affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Lead Case No.
24-10453) on March 13, 2024. In the petition signed by Glenn T.
Nunziata, interim chief executive officer and chief financial
officer, Enviva Inc. disclosed $2,893,581,000 in assets and
$2,631,263,000 in liabilities.
Judge Brian F. Kenney oversees the cases.
The Debtors tapped Vinson & Elkins, LLP as general bankruptcy
counsel; Kutak Rock, LLP as local counsel; Lazard Freres & Co., LLC
as investment banker; Alvarez & Marsal Holdings, LLC as financial
advisor; and Kurtzman Carson Consultants, LLC as notice and claims
agent.
The U.S. Trustee for Region 4 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
ETOILE ACADEMY: S&P Assigns 'BB' ICR, Outlook Stable
----------------------------------------------------
S&P Global Ratings assigned its 'BB' issuer credit rating (ICR) to
Etoile Academy Inc. (dba Etoile Academy Charter School or EACS),
Texas. The outlook is stable.
"The rating reflects our view of the academy's successful track
record to date, solid growth, good academic outcomes, and positive
relationship with its authorizer," said S&P Global Ratings credit
analyst Adriana Artola. "The rating further reflects our view of
the academy's positive margins, growing revenue base, and
sufficient cash levels, which are somewhat offset by an elevated
debt burden," Ms. Artola added.
An ICR reflects an obligor's general creditworthiness, focusing on
its capacity and willingness to meet financial commitments when
they come due. It does not apply to any specific financial
obligation. As of June 30, 2023, EACS had $11.1 million in
long-term debt outstanding, consisting of its EFF loan with an
outstanding par amount of $8.1 million and operating lease
liabilities of $3.0 million.
EACS opened its first school, the Hornwood campus (grades K-8), in
fall 2018. It has since grown to 820 students, with its second
campus (Bissonnet) opening in fall 2023, and it plans to open a
third campus as early as fall 2025 with the ultimate goal of
operating five to six campuses and serving more than 5,000 students
by 2032.
EYENOVIA INC: Regains Nasdaq Compliance for Minimum Bid Price
-------------------------------------------------------------
Eyenovia, Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on July 26, 2024, the
Company received notice from the staff of The Nasdaq Stock Market
LLC providing notification that the Company had regained compliance
with the $1.00 minimum bid price requirement for continued listing
on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).
As previously reported, Nasdaq had notified the Company on July 2,
2024 that, for the preceding 30 consecutive business days, the
closing bid price of the Company's common stock had been below the
minimum requirement of $1.00 per share. The notification letter
stated that the Company would be provided 180 calendar days to
regain compliance. In order to regain compliance, the closing bid
price of the Company's common stock had to be at least $1.00 for a
minimum of 10 consecutive business days at any time before December
30, 2024. Subsequently, the Staff determined that, from July 12 to
July 25, 2024, the closing bid price of the Company's common stock
had been at $1.00 per share or greater. Accordingly, the Company
had regained compliance with Listing Rule 5550(a)(2).
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.
FORMATION HOLDINGS: Taps Hartman Wanzor McNamara as Accountant
--------------------------------------------------------------
Formation Holdings, LLC, doing business as Worth Steel Fabrication,
seeks approval from the U.S. Bankruptcy Court for the Northern
District of Texas to employ Hartman Wanzor McNamara LLP as
accountants to prepare and file the Debtor's federal and state
income tax returns for the fiscal year ended 2023.
The Debtor proposes to pay the firm a flat fee in the amount of
$1,850, consisting of $1,500 allocated for the Federal Form 1065
Return and $350 allocated for the Texas Franchise Tax Return.
Hartman Wanzor does not represent, and does not hold, any interest
adverse to the Debtor's estate; and is a "disinterested person"
within the meaning of section 101(14) of the Bankruptcy Code and
has no connection to the Debtor, its creditors, or other parties in
interest, according to court filings.
The firm can be reached through:
Spencer Gregg, CPA
Hartman Wanzor McNamara LLP
6050 Southwest Blvd #150
Fort Worth, TX 76109
Phone: (817) 529-3930
About Formation Holdings
Formation Holdings, LLC is a steel fabrication company that
provides structural steel to the construction and the energy
industries.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-41329) on April 16,
2024. In the petition signed by Tanner West, chief executive
officer, the Debtor disclosed $2,092,836 in assets and $3,367,015
in liabilities.
Judge Edward L. Morris oversees the case.
Bryan C. Assink, Esq., at Bonds Ellis Eppich Schafer Jones LLP
serves as the Debtor's counsel.
FRANCISCO'S BUILDING: Taps Totaro & Shanahan as Insolvency Counsel
------------------------------------------------------------------
Francisco's Building LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire Totaro & Shanahan,
LLP as its general insolvency counsel.
The firm will render these services:
a. complete the documents required by the UST, preparation of
status reports, review and consultation concerning Monthly
Operating Reports, and personal attendance at all hearings,
included but not limited to the Status Conference, Initial Debtor
Interview, the meeting of creditors pursuant to Bankruptcy Code
section 341(a) or any continuance thereof, all status conferences;
preparation of any first day motions and employment applications
and all hearings on motions, the disclosure statement and plan;
b. consult with the Debtor's representative concerning
documents needed and reports to be prepared and consultation with
other professionals to be employed by Debtor;
c. assist the Debtor in preparation of documents for
compliance with the requirements of the Office of the United States
Trustee;
d. negotiate with creditors regarding the amount and payment
of their claims;
e. discuss with Debtor's representative concerning the
Disclosure Statement and Plan of Reorganization;
f. prepare the Disclosure Statement and Chapter 11 Plan of
Reorganization and any amendments/changes to the same;
g. submit ballots to creditors, tally of ballots and submit to
the Court;
h. response to any objections to disclosure statement and/or
Plan; and
i. response to any motions for relief from stay, motions to
dismiss or any other motions or contested matters.
In cases where no litigation counsel is employed, the firm will
undertake the following matters:
a. prepare, submit and prosecute any adversary proceedings
that may be necessary to the case including but not limited to
determining the value of real property as collateral and
extinguishing unsecured liens on real property;
b. review of proofs of claims and if necessary, preparation of
formal objections with respect to claims asserted; and
c. oppose to any motion sought by trustee, court and/or
creditors; and
d. provide any other adversary matter that arises during this
case.
The firm will render services at an hourly rate of $550. The firm
received a retainer in the amount of $2,000.
As disclosed in the court filings, Totaro & Shanahan does not
represent any interests adverse to the estate and is a
disinterested person as defined in 11 U.S.C. Sec. 101(14).
The firm can be reached through:
Michael R. Totaro, Esq.
Totaro & Shanahan, LLP
P.O. Box 789
Pacific Palisades, CA 90272
Telephone: (310) 804 2157
Facsimile: (310) 496-1260
Email: Ocbkatty@aol.com
About Francisco's Building LLC
Francisco's Building LLC owns a 3200 sq. ft. restaurant located at
619-639 Main Ave, Durango, CO valued at $4.5 million.
Francisco's Building LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-32077) on July 16,
2024. In the petition filed by Cory Farley, as president, the
Debtor reports total assets of $4,625,306 and total liabilities of
$4,398,001.
The Debtor is represented by Michael R. Totaro, Esq. at TOTARO &
SHANAHAN, LLP.
FREIRICH FOODS: Plan Exclusivity Period Extended to Oct. 31
-----------------------------------------------------------
Judge Benjamin A. Kahn of the U.S. Bankruptcy Court for the Middle
District of North Carolina extended Freirich Foods, Inc.'s
exclusive periods to file a plan and disclosure statement and
obtain confirmation thereof to October 31 and December 31, 2024,
respectively.
As shared by Troubled Company Reporter, the Debtor is a North
Carolina corporation that presently conducts its business
operations at a production facility located at 815 W. Kerr St.,
Salisbury, NC (the "Production Facility"). The Debtor is engaged in
the business of producing prepared meat products, which it then
packages on the Production Facility.
The Debtor has continued operations, obtained authority to use cash
collateral, filed all necessary reports, and generally complied
with all requirements imposed by the Bankruptcy Rules, the Local
Rules, and Orders of this Court. The Debtor has commenced plan
negotiations with First National Bank of Pennsylvania ("FNB"), the
single largest creditor in this case and whose claim is secured by
a properly perfected blanket lien on substantially all property of
the estate.
The Debtor also commenced an adversary proceeding against Americold
Logistics, LLC (AP No. 24-06005, the "Americold Litigation"), in
which the Debtor seeks to recover the damages suffered by the
Debtor in an amount to be determined. This adversary proceeding is
in the early stages, the matter has been referred to arbitration
which is expected to take approximately 8-12 months, and the Debtor
is unable to predict the outcome at this time.
Freirich Foods, Inc., is represented by:
John A. Northen, Esq.
Northen Blue, LLP
PO Box 2208
Chapel Hill, NC 27515
Tel: (919) 968-4441
E-mail: jan@nbfirm.com
About Freirich Foods
Freirich Foods, Inc., is a deli meat processor that produces dry
open-oven roasted products. Freirich Foods has been supplying
specialty meats to select grocers and delis since 1921. Although
initially opened in New York, the business is headquartered in
Salisbury, North Carolina today and has been managed by four
generations of the Freirich family.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D.N.C. Case No. 24-50204) on March 20,
2024. In the petition signed by Paul Bardinas, president, the
Debtor disclosed $13,015,005 in assets and $14,524,627 in
liabilities.
Judge Benjamin A. Kahn oversees the case.
John A Northen, Esq., at NORTHEN BLUE LLP, is the Debtor's legal
counsel.
FS VENTURES: Seeks to Hire Neeleman Law as Bankruptcy Counsel
-------------------------------------------------------------
FS Ventures, LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Washington to hire Neeleman Law Group as
legal counsel.
The firm's services include:
a. assisting the Debtor in the investigation of the financial
affairs of the estate;
b. providing legal advice and assistance to the Debtor with
respect to matters relating to this case and creditor
distribution;
c. preparing all pleadings necessary for proceedings arising
under this case; and
d. performing all necessary legal services for the estate in
relation to this case.
The firm will be paid at these rates:
Principals $550 per hour
Associates $450 per hour
Paralegals $200 per hour
The firm received from the Debtor a retainer of $15,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jennifer L. Neeleman, Esq., a partner at Neeleman Law Group,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Jennifer L. Neeleman, Esq.
Neeleman Law Group, P.C.
1403 8th Street
Marysville, WA 98270
Tel: (425) 212-4800
Fax: (425) 212-4802
About FS Ventures, LLC
FS Ventures, LLC is a professional elevator service provider in
Arlington, WA. It offers elevator maintenance & repair,
installations, and inspections.
FS Ventures, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wa. Case No.
24-11571) on June 21, 2024, listing $50,000 to $100,000 in assets
and $1 million to $10 million in liabilities. The petition was
signed by Michael Skalski as managing member.
Judge Christopher M Alston presides over the case.
Thomas D. Neeleman, Esq. at NEELEMAN LAW GROUP, P.C. represents the
Debtor as counsel.
FYM LLC: Case Summary & Two Unsecured Creditors
-----------------------------------------------
Debtor: FYM, LLC
38 Pelham Street
Newport, RI 02840
Case No.: 24-10543
Chapter 11 Petition Date: August 8, 2024
Court: United States Bankruptcy Court
District of Rhode Island
Debtor's Counsel: Russell D. Raskin, Esq.
RASKIN & BERMAN
116 East Manning Street
Providence, RI 02906
Tel: 401-421-1363
Fax: 401-272-4467
Email: mail@raskinberman.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by James T. Mullowney, Jr. as sole member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/RGAJCWI/FYM_LLC__ribke-24-10543__0001.0.pdf?mcid=tGE4TAMA
GLOBAL PAYMENT: Hires Keery McCue PLLC as Bankruptcy Counsel
------------------------------------------------------------
Global Payment Systems, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Arizona to hire Keery McCue,
PLLC as counsel.
The Debtor requires legal counsel to:
(a) prepare pleadings and applications;
(b) conduct examinations incidental to administration;
(c) advise the Debtor of its rights, duties, and obligations
under Chapter 11 of the Bankruptcy Code;
(d) take any and all other necessary action incident to the
proper preservation and administration of this Chapter 11 estate;
and
(e) advise the Debtor in the formulation and presentation of a
plan pursuant to Chapter 11 of the Bankruptcy Code, the disclosure
statement and concerning any and all matters relating thereto.
The firm will charge at an hourly rate of $185 to $475 for its
services.
Patrick Keery, Esq., an attorney at Keery McCue, disclosed in a
court filing that his firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Martin J. McCue, Esq.
Patrick F. Keery, Esq.
Keery McCue, PLLC
6803 East Main Street, Suite 1116
Scottsdale, AZ 85251
Tel: (480) 478-0709
Fax: (480) 478-0787
Email: mjm@keerymccue.com
pfk@keerymccue.com
About Global Payment Systems, Inc.
Global Payment Systems, Inc. filed its voluntary petition for
relief under Chapter 11 of the Bankrutpcy Code (Bankr. D. Ariz.
Case No. 24-06233) on July 3, 2024. Keery McCue, PLLC represents
the Debtor as counsel.
GLOBAL PAYMENT: James Cross Named Subchapter V Trustee
------------------------------------------------------
The U.S. Trustee for Region 14 appointed James Cross, Esq., at
Cross Law Firm, PLC as Subchapter V trustee for Global Payment
Systems, Inc.
Mr. Cross will be paid an hourly fee of $525 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Cross declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
James E. Cross, Esq.
Cross Law Firm, PLC
P.O. Box 45469
Phoenix, AZ 85064
Phone: 602-412-4422
Email: jcross@crosslawaz.com
About Global Payment Systems
Global Payment Systems, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Case No.
24-06233) on July 30, 2024, with $500,001 to $1 million in assets
and $100,001 to $500,000 in liabilities.
HARDING HOUSE: Taps McLemore Auction Company as Auctioneer
----------------------------------------------------------
Harding House Brewing Company, LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Tennessee to hire
McLemore Auction Company, LLC.
The firm will conduct an ongoing auction of certain personal
property located at 904 51st Avenue North, Nashville, Tennessee
37209.
The auctioneer would be compensated from collection and retention
of a 10 percent buyer's premium from all purchasers at the auction
plus 25 percent of auction proceeds collected. The auctioneer would
also be entitled to reimbursement for credit card processing
expenses of 3 percent of invoice totals paid by credit or debit
cards. The auctioneer will also be reimbursed for $350 in
advertising expenses.
Will McLemore, president of McLemore Auction Company, assured the
court that the auctioneer is disinterested within the meaning of 11
U.S.C. Sec. 101(14) and holds no interest adverse to the estate.
The firm can be reached through:
Will McLemore
McLemore Auction Company, LLC
470 Woodycrest Ave,
Nashville, TN 37210
Phone: (615) 517-7675
About Harding House Brewing Company
Harding House Brewing Company, LLC, a company in Nashville, Tenn.,
filed a petition under Chapter 11, Subchapter V of the Bankruptcy
Code (Bankr. M.D. Tenn. Case No. 24-01770) on May 16, 2024, with
$28,833 in assets and $1,136,224 in liabilities. Douglas Tyler
Pate, managing member, signed the petition.
Judge Charles M. Walker presides over the case.
R. Alex Payne, Esq., at Dunham Hilderbrand Payne Waldron, PLLC
represents the Debtor as legal counsel.
HAWAIIAN HOLDINGS: DOJ Extends Review for Alaska Merger to Aug. 15
------------------------------------------------------------------
Hawaiian Holdings, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that the Company and
Alaska Air Group, Inc., a Delaware corporation, agreed with the DOJ
to extend the period to review the proposed merger until 12:01
a.m., Eastern Time, on August 15, 2024.
As previously disclosed, on December 2, 2023, Hawaiian entered into
an Agreement and Plan of Merger with Alaska and Marlin Acquisition
Corp., a Delaware corporation and a wholly owned subsidiary of
Alaska, providing for the merger of Marlin with and into Hawaiian,
with Hawaiian surviving as a wholly owned subsidiary of Alaska.
On May 7, 2024, Hawaiian and Alaska certified substantial
compliance with a request for additional information and
documentary material received from the Antitrust Division of the
Department of Justice on February 7, 2024 in connection with the
DOJ's review of the Merger, which triggered the start of a Review
Period under a timing agreement Hawaiian and Alaska entered into
with the DOJ on March 27, 2024. Pursuant to the timing agreement,
Hawaiian and Alaska agreed, among other things, not to consummate
the Merger before 90 days following the date on which both parties
certified substantial compliance with the Second Request unless
they received written notice from the DOJ prior to the end of the
Review Period that the DOJ has closed its investigation of the
Merger. The Review Period was previously scheduled to expire on
August 5, 2024.
About Hawaiian Holdings
Headquartered in Honolulu, Hawaii, Hawaiian Holdings, Inc. provides
transportation services. As of September 30, 2023, Hawaiian
Holdings has $3,923,260 in total assets and $3,744,502 in total
liabilities. As of March 31, 2024, the Company had $3.79 billion in
total assets, $917.6 million in total liabilities, and $40.2
million in total stockholders' equity.
Hawaiian Holdings reported a net loss of $260.5 million for the
year ended December 31, 2023, compared to a net loss of $240.08
million for the year ended December 31, 2022. As of March 31, 2024,
the Company had $3.79 billion in total assets, $3.83 billion in
total liabilities, and $40.2 million in total shareholders'
deficit.
On December 2, 2023, the Company entered into an Agreement and Plan
of Merger with Alaska Air Group, Inc., a Delaware corporation, and
Marlin Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of Alaska, pursuant to which, subject to satisfaction or
waiver of conditions therein, Merger Sub will merge with and into
the Company, with the Company surviving as a wholly owned
subsidiary of Alaska. At the effective time of the Merger, each
share of the Company's common stock, Series B Special Preferred
Stock, Series C Special Preferred Stock, and Series D Special
Preferred Stock issued and outstanding immediately prior to the
Effective Time, subject to certain customary exceptions specified
in the Merger Agreement, will be converted into the right to
receive $18.00 per share, payable to the holder in cash, without
interest. Completion of the Merger is subject to customary closing
conditions, including approval by the Company's stockholders, which
was obtained on February 16, 2024; performance by the parties in
all material respects of all their obligations under the Merger
Agreement; the receipt of required regulatory approvals; and the
absence of an order or law preventing, materially restraining, or
materially impairing the consummation of the Merger.
On February 7, 2024, the Company and Alaska each received a request
for additional information and documentary material from the
Department of Justice in connection with the DOJ's review of the
Merger. On March 27, 2024, the Company and Alaska entered into a
timing agreement with the DOJ pursuant to which they agreed, among
other things, not to consummate the Merger before 90 days following
the date on which both parties have certified substantial
compliance with the Second Request unless they have received
written notice from the DOJ prior to the end of such 90-day period
that the DOJ has closed its investigation of the Merger.
The Merger Agreement includes customary termination rights in favor
of each party. In certain circumstances, the Company may be
required to pay Alaska a termination fee of $39.6 million in
connection with the termination of the Merger Agreement.
The Merger is expected to close within 12 to 18 months of the date
of the Merger Agreement.
* * *
On June 4, 2024, Egan-Jones Ratings Company maintained its 'CCC-'
foreign currency and local currency senior unsecured ratings on
debt issued by Hawaiian Holdings, Inc.
INNOVATE CORP: Posts $13.9 Million Net Income in Second Quarter
---------------------------------------------------------------
Innovate Corp. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting net income of $13.9
million on $313.1 million of revenue for the three months ended
June 30, 2024, compared to a net loss of $11.7 million on $368.8
million of revenue for the three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $6.2 million on $628.3 million of revenue, compared to a
net loss of $19.7 million on $686.7 million of revenue for the same
period during the prior year.
As of June 30, 2024, the Company had $898.9 million in total
assets, $1.01 billion in total liabilities, $15.9 million in total
temporary equity, and a total stockholders' deficit of $126.1
million.
Commentary
"INNOVATE achieved strong second quarter financial results,
reporting revenue of $313.1 million," said Avie Glazer, chairman of
INNOVATE. "Infrastructure delivered net income attributable to
INNOVATE and Adjusted EBITDA year-over-year growth again in the
second quarter. At Life Sciences, R2 once again achieved record
high Glacial system unit sales in North America in the second
quarter, a 200% increase over the same period last year and
MediBeacon continues to work through their substantive review of
the kidney monitoring program with the FDA. And at Spectrum, we
improved both on the top and bottom line in the second quarter as
well as year-to-date."
"Our strong second quarter results are underscored by the
performance across our three operating segments," said Paul Voigt,
INNOVATE's Interim CEO. "DBM expanded margins further in the
quarter highlighting the team's resiliency in a softer construction
market. At Pansend, R2 experienced strong momentum in North
America unit sales which grew, again, in the second quarter, while
MediBeacon continues to see great opportunity in the market for
real time monitoring of kidney function. Finally, Broadcasting
continues to fill our station platform with higher quality business
that has translated into stronger financial results."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1006837/000100683724000122/vate-20240630.htm
About Innovate
New York-based Innovate Corp. -- http://www.innovatecorp.com-- is
a diversified holding company that has a portfolio of subsidiaries
in a variety of operating segments. The Company seeks to grow these
businesses so that they can generate long-term sustainable free
cash flow and attractive returns in order to maximize value for all
stakeholders. As of Dec. 31, 2023, its three operating platforms or
reportable segments, based on management's organization of the
enterprise, are Infrastructure, Life Sciences and Spectrum, plus
its Other segment, which includes businesses that do not meet the
separately reportable segment thresholds.
Innovate incurred a net loss of $38.9 million in 2023, compared to
a net loss of $42 million in 2022. As of Dec. 31, 2023, the
Company had $1.04 billion in total assets, $1.18 billion in total
liabilities, $15.4 million in total temporary equity, and a total
stockholders' deficit of $151.7 million.
Innovate received on Feb. 26, 2024, a written notice from the New
York Stock Exchange that it was not in compliance with the
continued listing standard set forth in Section 802.01C of the
NYSE's Listed Company Manual, as the average closing price of the
Company's common stock was less than $1.00 per share over a
consecutive 30 trading-day period.
INNOVATIVE SOLUTIONS: Kevin Neiman Named Subchapter V Trustee
-------------------------------------------------------------
The U.S. Trustee for Region 19 appointed Kevin Neiman as Subchapter
V trustee for Innovative Solutions Insulation & Drywall, LLC.
Mr. Neiman will be paid an hourly fee of $350 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Neiman declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Kevin S. Neiman
999 18th Street, Suite 1230 S
Denver, CO 80202
Tel: (303) 996-8637
Fax: (877) 611-6839
E-mail: trustee@ksnpc.com
About Innovative Solutions Insulation
Innovative Solutions Insulation & Drywall, LLC offers drywall,
insulation and painting services in Aurora, Colo.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Colo. Case No. 24-14379) on July 31,
2024, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. Brian Sigg, CEO, signed the petition.
Brenton Gragg, Esq., at Allen Vellone Wolf Helfrich & Factor, P.C.
represents the Debtor as legal counsel.
INTERNATIONAL HOLDINGS: Taps Mark S. Roher P.A. as Legal Counsel
----------------------------------------------------------------
International Holdings, LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire Mark S. Roher,
P.A. a/k/a The Law Office of Mark S. Roher, P.A. as its counsel.
The firm will render these services:
(a) advise the Debtor with respect to its powers and duties in
the continued management of its business operations;
(b) advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's operating guidelines and
reporting requirements and with the rules of the court;
(c) prepare legal documents necessary in the administration of
the case;
(d) protect the interest of the Debtor in all matters pending
before the court; and
(e) represent the Debtor in negotiation with its creditors in
the preparation of a plan.
Mr. Roher will be paid at his hourly rate of $500, plus
reimbursement for expenses incurred.
The firm will also receive a retainer in the amount of $5,000.
Mr. Roher 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:
Mark S. Roher, Esq.
The Law Office of Mark S. Roher, PA
1806 N. Flamingo Road, Suite 300
Pembroke Pines, Florida 33028
Telephone: (954) 353-2200
Facsimile: (877) 654-0090
Email: mroher@markroherlaw.com
About International Holdings, LLC
International Holdings, LLC sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
24-03878) on July 27, 2024, listing $1,000,001 to $10 million in
assets and up to $50,000 in liabilities.
Judge Lori V Vaughan presides over the case.
Mark S Roher, Esq. at the Law Office Of Mark S. Roher, P.A.
represents the Debtor as counsel.
JSCO ENTERPRISES: Hires Lain Faulkner & Co as Accountant
--------------------------------------------------------
JSCO Enterprises, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Texas to employ Lain, Faulkner &
Co., P.C. as accountants.
The firm will render these services:
a) provide litigation support including valuation;
b) testify at any hearings and/or trials as to one or more of
the matters set forth above as is determined to be necessary and/or
appropriate; and
c) perform all other accounting services and provide all other
financial advice to the Trustee in connection with this case as may
be required or necessary.
The firm will be paid at these hourly rates:
Directors $440 to $560
Accounting Professionals $235 to $325
IT Professionals $300
Staff Accountants $195 to $275
Clerical and Bookkeepers $95 to $135
Kelly McCullough, a director of Lain Faulkner & Co., 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:
Kelly McCullough,
Lain, Faulkner & Co., P.C.
400 North St. Paul Street # 600
Dallas, TX 75201
Phone: (214) 720-1929
About JSCO Enterprises, Inc.
JSCo Enterprises, Inc. filed its voluntary Chapter 11 petition
(Bankr. E.D. Texas Case No. 23-42151) on Nov. 9, 2023, with $1
million to $10 million in both assets and liabilities. Eric
Jia-Sobota, president, signed the petition.
Judge Brenda T. Rhoades oversees the case.
The Debtor tapped Howard Marc Spector, Esq., at Spector & Cox, PLLC
as bankruptcy counsel and the Law Offices of L.W. Cooper Jr. as
special counsel.
JTRE 14 VESEY: Property Sale Proceeds to Fund Plan Payments
-----------------------------------------------------------
JTRE 14 Vesey LLC filed with the U.S. Bankruptcy Court for the
District of New Jersey a Disclosure Statement for First Modified
Chapter 11 Plan of Liquidation dated July 19, 2024.
14 Vesey Street Partners (DEL) LLC owns 100% of the membership
interests of JTRE 14 Vesey LLC. JTRE 14 Vesey LLC owns, in fee
simple, the real property at located at 14 Vesey Street, New York,
New York 10007 (the "Property").
The Property is a unique, historic building that was once owned by
the New York County Lawyers Association, and is therefore known as
the "New York County Lawyers Association Building." The Property
was designed by a famous architect Cass Gilbert in 1930, and was
designated as a "Landmark" by New York City in 1965.
On or about January 8, 2024, the Debtor received a marketing email
from Keen-Summit Capital Partners LLC acting as CPIF MRA's broker,
advertising the Foreclosure Sale. The Debtor understand that said
email, and various subsequent emails they received from Keen Summit
were CPIF MRA's primary method of advertising the Foreclosure Sale
to the public. The Debtor did not receive formal notice of the sale
until January 26, 2024.
The Debtor filed this chapter 11 case to right the ship, to permit
it to level set and restructure and/or satisfy its debt
obligations. In connection with such, the Debtor anticipates
selling the Premises. The Debtor believes that one of the best ways
to maximize creditor recovery, and preserve equity value to its
members, is to pursue a robust marketing and sale process conducted
by reputable real estate professionals.
With the help of Mr. Togut, the Debtor was able to reach a global
resolution with the Lender. The terms of the resolution were
memorialized in that certain term sheet dated June 18, 2024 (the
"Term Sheet"), the salient terms of which are as follows:
* The Debtors and Terzi shall fund all costs of administration
of the Bankruptcy Cases (other than the costs of the Mediator whose
costs are equally shared by the Lender and Debtors) from a source
other than the proceeds of Lender's collateral, provided, however,
in no event may such funding come in the form of
debtor-in-possession financing absent the prior written consent of
Lender (to be given or withheld in its sole and absolute
discretion) and in no event shall the Debtors seek to surcharge the
Lender's collateral pursuant to section 506(c) of the Bankruptcy
Code or any other applicable law.
* Cushman & Wakefield will be the broker for the marketing and
sale process culminating in the sale of the Debtor's real property
assets and for the Affiliated Sales. The broker will be granted
full access to the Vesey Property and the properties of the
Affiliated Debtors, and the Debtors and Affiliated Debtors will
agree that Lender may have direct communications with the Broker,
including through periodic updates regarding the marketing process
and the delivery of letters of intent, indications of interest,
term sheets, and other similar sale-related documentation.
* The Lender's Claims shall be deemed allowed in full,
provided, however, that for the purposes of distribution of
proceeds from any Sale in accordance with this Term Sheet, Lender
agrees that its recovery on the Lender's Claims shall be capped at
$24,100,000.00 and subject to the Waterfall provisions, provided
further, however, that (i) if the Sale process fails for any reason
or (ii) the Debtors or Terzi interfere with the Sale, challenge
Lender's Claims, or (iii) the Debtors or Terzi otherwise breach the
terms of this Term Sheet ((ii) and (iii) are collectively, a "Term
Sheet Failure"), the Lender's Claims shall revert to the full
amount the filed proofs of claim (plus any allowable postpetition
fees, charges, and interest) (collectively, the "Filed Claim
Amount").
Net Cash Proceeds of the Sale of the Vesey Property shall be
distributed as follows (the "Distribution Waterfall"):
* The first $21,500,000.00 of Net Cash Proceeds received in
any Sale shall be paid to the Lender on account of Lender's
Claims.
* Net Cash Proceeds in excess of $21,500,000.00 received in
any Sale ("Excess Sale Proceeds") shall be divided as follows (the
"Sharing Percentage"): 55% of such Excess Sale Proceeds shall be
paid to Lender and 45% of the Excess Sale Proceeds shall be paid to
the Debtors' estates until the Lender has been paid $24,100,000.00
in the aggregate. For the avoidance of any doubt, once Lender
receives $21,500,000 in Net Cash Proceeds from the Sale, the
$65,000 escrow shall be released to Terzi.
* Once the Lender has received $24,100,000.00 of Net Cash
Proceeds, all remaining Net Cash Proceeds will be paid to JTRE 14
Vesey for the benefit of its estate, and, subject to the terms of
this Term Sheet, the Lender's Claims against the Debtors will be
deemed released and shall be expunged.
* "Net Cash Proceeds" means with respect to any sale or
disposition by any Debtor of assets, the amount of cash proceeds
received (directly or indirectly) from time to time (whether as
initial consideration or through the payment of deferred
consideration, which, for the avoidance of doubt, Lender is not
through this Term Sheet consenting to any deferred compensation as
part of any Sale or any non-cash consideration) after deducting
therefrom only (i) reasonable fees, commissions, and expenses
related thereto and required to be paid by such Debtor in
connection with such sale or disposition, and (ii) taxes paid or
payable to any taxing authorities (including but not limited to
real estate taxes) by such Debtor in connection with such sale or
disposition, in each case to the extent, but only to the extent,
that the amounts so deducted are, promptly after the time of
receipt of such cash, actually paid to a person that is not an
affiliate of any Debtor and are properly attributable to such
transaction.
Class 5 consists of General Unsecured Claims. Holders of Allowed
General Unsecured Claims will receive their pro rata share of any
Plan Funds available after full payment of Administrative Claims,
Fee Claims, Class 1, Class 2, Class 3, Class 4, and administrative
costs. The allowed unsecured claims total $0.00 to $5,000,000.
Class 5 Claims are impaired.
Class 6 consists of Existing Equity Interests. All Allowed Existing
Equity Interests shall be cancelled and Holders of such Interest
will receive any remaining funds from the Debtor after all senior
classes of are paid in full. Class 6 Interests are impaired and
deemed to reject the Plan.
The Plan will be funded from the Sale Transaction. The Plan Fund
will be substantially funded by the Excess Sale Proceeds, subject
entirely to the Sharing Percentage and the Distribution Waterfall,
from a Sale Transaction of the Debtor's Mortgaged Property.
A full-text copy of the Disclosure Statement dated July 19, 2024 is
available at https://urlcurt.com/u?l=U6JLAP from PacerMonitor.com
at no charge.
The Debtor's Counsel:
Eric Horn, Esq.
A.Y. Strauss LLC
290 West Mount Pleasant Avenue, Suite 3260
Livingston, NJ 07039
Tel: 973-287-5006
About JTRE 14 Vesey LLC
JTRE 14 Vesey LLC owns, in fee simple, the real property at located
at 14 Vesey Street, New York, New York 10007 (the "Property").
The Debtor filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. D.N.J. Case No. 24-12087) on Feb.
28, 2024, listing $10 million to $50 million in both assets and
liabilities. Eric Horn, Esq. at A.Y. Strauss LLC represents the
Debtor as counsel.
KAPS CONSTRUCTION: Eric Terry Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Region 7 appointed Eric Terry as Subchapter V
trustee for KAPS Construction, LLC.
Mr. Terry will charge $450 per hour for his services as Subchapter
V trustee and will seek reimbursement for work-related expenses
incurred.
Mr. Terry declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Eric Terry
3511 Broadway
San Antonio, TX 78209
Phone: (210)468-8274
Email: eric@ericterrylaw.com
About KAPS Construction
KAPS Construction, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. W.D. Texas Case No.
24-51399) on July 27, 2024, with up to $50,000 in assets and up to
$500,000 in liabilities.
Judge Craig A. Gargotta presides over the case.
Morris E. "Trey" White, III, Esq., at Villa & White, LLP represents
the Debtor as legal counsel.
KENNISON STRATEGIC: Case Summary & Two Unsecured Creditors
----------------------------------------------------------
Debtor: Kennison Strategic Development Co, LLC
10 Holly Ridge Rd.
Washington, PA 15301
Case No.: 24-21944
Business Description: The Debtor is engaged in activities related
to real estate.
Chapter 11 Petition Date: August 8, 2024
Court: United States Bankruptcy Court
Western District of Pennsylvania
Debtor's Counsel: Brian C. Thompson, Esq.
THOMPSON LAW GROUP, P.C.
301 Smith Drive
Suite 6
Cranberry Twp, PA 16066
Tel: 724-799-8404
Fax: 724-799-8409
Email: bthompson@thompsonattorney.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $0 to $50,000
The petition was signed by Mark Kennison as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/OY5QXJQ/Kennison_Strategic_Development__pawbke-24-21944__0001.0.pdf?mcid=tGE4TAMA
KWIKCLICK INC: Incurs $339K Net Loss in Second Quarter
------------------------------------------------------
Kwickclick, Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting a net loss of $338,939
on $13,146 of revenues for the three months ended June 30, 2024,
compared to a net loss of $793,470 on $51,478 of revenues for the
three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $1.08 million on $44,037 of revenues, compared to a net
loss of $1.65 million on $136,795 of revenues for the same period
during the prior year.
As of June 30, 2024, the Company had $1.44 million in total assets,
$3.38 million in total liabilities, and a total stockholders'
deficit of $1.94 million.
"Since the commencement of the Kwik platform, the Company has
accumulated a deficit of $11,477,845 and working capital deficit of
$3,338,012 as of June 30, 2024. The Company will require
additional funding to finance the growth of its future operations
as well as to achieve its strategic objectives. This raises
substantial doubt about the Company's ability to continue as a
going concern. The ability of the Company to continue as a going
concern is dependent on the Company's ability to raise additional
capital and generate revenue. The financial statements do not
include any adjustments that might be necessary if the Company is
unable to continue as a going concern." the Company stated in the
SEC filing.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1884164/000168316824005328/kwik_10q-063024.htm
About KWIKClick, Inc.
Headquartered in Bountiful, Utah, KWIKClick, Inc. is a social
interaction, selling, and referral software platform. Stores and
manufacturers wishing to promote their products or services on the
KWIKClick software platform pay nothing to use the platform, which
connects them to promoters, influencers, and customers, all
referred to as "affiliates". The Brands establish an incentive
budget, which is an amount discounted from their regular retail
pricing, which is used by KWIKClick to entice users to promote a
product or refer others to purchase a product. The Company
generates revenues by being a software as a service (SAAS) platform
via loyalty and reward programs tailored for a particular brand,
retailer or influencer.
Los Angeles, California-based GreenGrowthCPAs, the Company's
auditor since 2023, issued a "going concern" qualification in its
report dated April 15, 2024, citing that the Company has suffered
recurring losses since inception and has not achieved profitable
operations, which raise substantial doubt about its ability to
continue as a going concern.
LEASING TRUCK: Hires Law Offices of David Freydin as Legal Counsel
------------------------------------------------------------------
Leasing Truck Solution Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Illinois to hire the Law Offices
of David Freydin PC as its bankruptcy counsel.
The firm will represent the Debtor in matters concerning
negotiation with creditors, preparation of a plan, corporate
restructuring, analysis of claims and potential causes of action
and other assets, and to otherwise represent the Debtor in matters
before the Court.
The firm will be paid at these rates:
David Freydin $350 per hour
Jan Michael Hulstedt $325 per hour
Derek V. Lofland $325 per hour
Jeremy Nevel $325 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
David Freydin, Esq., a partner at Law Offices of David Freydin PC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
David Freydin, Esq.
Law Offices of David Freydin PC
8707 Skokie Blvd, Suite 312
Skokie, IL 60077
Tel: (847) 972-6157
Fax: (866) 897-7577
Email: david.freydin@freydinlaw.com
About Leasing Truck Solution Inc.
Leasing Truck Solution Inc. is a truck and trailer leasing company
in Carol Stream, Illinois.
Leasing Truck Solution Inc. sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-09880) on July
8, 2024. In the petition filed by Igor Terletsky, as president, the
Debtor reports total assets of $1,960,000 and total liabilities of
$9,106,341.
Honorable Bankruptcy Judge Timothy A. Barnes oversees the case.
The Debtor is represented by David Freydin, Esq. at the LAW OFFICES
OF DAVID FREYDIN.
LIFESPANN ENHANCED: Taps O'Brien Legal as Bankruptcy Counsel
------------------------------------------------------------
LifeSpann Enhanced Skin & Body Care PLLC seeks approval from the
U.S. Bankruptcy Court for the District of Arizona to hire O'Brien
Legal, PLLC as its counsel.
The firm's services include:
a. preparing and filing on behalf of the Debtor all petitions,
schedules, statements, plans, and other documents or pleadings;
b. attending and representing the Debtor at all meetings of
creditors, hearings, trials, conferences, negotiations, and other
proceedings, whether in or out of court;
c. providing legal advice to the Debtor as to the rights,
duties, and powers of the Debtor as a Chapter 11 debtor in
possession, and as to other matters arising in or related to the
Chapter 11 case, including the formulation, presentation, and
confirmation of a plan of reorganization; and
d. otherwise assisting, advising, and represent the Debtor on
matters related to the Chapter 11 case as requested by the Debtor.
The firm will bill at the hourly rate of $395.
The firm received a retainer in the amount of $15,000.
O'Brien Legal, PLLC is a "disinterested person," as that term is
defined in Section 101(14), according to court filings.
The firm can be reached through:
Evans O'Brien, Esq.
O'Brien Legal, PLLC
6245 E Bell Road, Suite 114
Scottsdale, AZ 85254
About LifeSpann Enhanced Skin & Body Care PLLC
LifeSpann Enhanced Skin & Body Care PLLC sought protection for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz.
Case No. 24-06143) on July 28, 2024, listing $100,001 to $500,000
in both assets and liabilities.
Evans O'Brien, Esq. at O'Brien Legal, PLLC represents the Debtor as
counsel.
LOVE AND BASKETBALL: Taps DeMarco-Mitchell PLLC as General Counsel
------------------------------------------------------------------
Love and Basketball Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Texas to hire DeMarco-Mitchell,
PLLC as its general counsel.
The firm will provide these services:
(a) take all necessary action to protect and preserve the
estate;
(b) prepare on behalf of the Debtor all necessary legal
papers;
(c) formulate, negotiate, and propose a plan of
reorganization; and
(d) perform all other necessary legal services in connection
with these proceedings.
The firm will be paid as follows:
Robert T. DeMarco, Esq. $400 per hour
Michael S. Mitchell, Esq. $300 per hour
Barbara Drake, Paralegal $125 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received the amount of $7,500.
Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco Mitchell, PLLC
12770 Coit Road, Suite 850
Dallas, TX 75251
Tel: (972) 578-1400
Fax: (972) 346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About Love and Basketball Inc.
Love and Basketball Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No.
24-41567) on July 1, 2024, listing $100,001 to $500,000 in both
assets and liabilities.
Robert DeMarco, Esq. at DEMARCO MITCHELL, PLLC represents the
Debtor as counsel.
LTC TRANSPORTATION: Hires Diller and Rice as Bankruptcy Counsel
---------------------------------------------------------------
LTC Transportation, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Ohio to hire Diller and Rice,
LLC as counsel.
The firm will provide these services:
(a) consult with and aid the Debtor in the preparation and
implementation of a plan of reorganization; and
(b) represent the Debtor in all matters relating to such
proceedings.
Eric Neuman, Esq., the primary attorney in this representation,
will be compensated at his hourly rate of $325 plus expenses.
Administrative assistant time is at $100 an hour.
Prior to the petition date, the firm received a retainer of $11,738
from the Debtor.
Mr. Neuman 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:
Eric R. Neuman, Esq.
Diller and Rice LLC
124 E. Main Street
Van Wert, OH 45891
Telephone: (419) 238-5025
Facsimile: (419) 238-4705
Email: Eric@drlawllc.com
About LTC Transportation
LTC Transportation, LLC operates in the general freight trucking
industry. The company is based in Saint Marys, Ohio.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-31391) on July 29,
2024, with $1,173,337 in assets and $1,381,244 in liabilities. Tod
Chiles, managing member, signed the petition.
Judge Mary Ann Whipple presides over the case.
Eric Neuman, Esq., at Diller and Rice, LLC represents the Debtor as
legal counsel.
LUMEN TECHNOLOGIES: Incurs $49 Million Net Loss in Second Quarter
-----------------------------------------------------------------
Lumen Technologies, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $49 million on $3.27 billion of operating revenue for the three
months ended June 30, 2024, compared to a net loss of $8.74 billion
on $3.66 billion of operating revenue for the three months ended
June 30, 2023.
For the six months ended June 30, 2024, the Company reported net
income of $8 million on $6.56 billion of operating revenue,
compared to a net loss of $8.23 billion on $7.40 billion of
operating revenue for the six months ended June 30, 2023.
As of June 30, 2024, the Company had $32.94 billion in total
assets, $3.74 billion in total current liabilities, $18.41 billion
in long-term debt, $10.33 billion in total deferred credits and
other liabilities, and $466 million in total stockholders' equity.
At June 30, 2024, the Company held cash and cash equivalents of
$1.5 billion. As of June 30, 2024 we had $739 million of borrowing
capacity available under its approximately $1.0 billion of
revolving credit facilities, net of undrawn letters of credit
issued to the Company thereunder. The Company typically uses its
revolving credit facilities as a source of liquidity for operating
activities and its other cash requirements. The Company had
approximately $56 million of cash and cash equivalents outside the
United States at June 30, 2024. The Company currently believes
that there are no material restrictions on its ability to
repatriate cash and cash equivalents into the United States, and
that it may do so without paying or accruing U.S. taxes. The
Company does not currently intend to repatriate to the United
States any of its foreign cash and cash equivalents from operating
entities.
"The rising demand of AI is requiring greater connectivity between
data centers, and Lumen's world class fiber network and
forward-thinking digital services are positioning us to help drive
the AI growth wave," said Kate Johnson, president and CEO of Lumen
Technologies. "We feel confident in our future growth and business
transformation as we look to enable the AI economy."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000018926/000001892624000094/lumn-20240630.htm
About Lumen Technologies
Headquartered in Monroe, Louisiana, Lumen Technologies, Inc. --
www.lumen.com -- is a facilities-based technology and
communications company that provides a broad array of integrated
products and services to its domestic and global business customers
and its domestic mass markets customers. The Company's platform
empowers its customers to swiftly adjust digital programs to meet
immediate demands, create efficiencies, accelerate market access
and reduce costs, which allows its customers to rapidly evolve
their IT programs to address dynamic changes.
Lumen reported a net loss of $10.30 billion in 2023 following a net
loss of $1.55 billion in 2022.
* * *
As reported by the TCR on April 11, 2024, S&P Global Ratings raised
its issuer credit rating on U.S.-based telecommunications service
provider Lumen Technologies Inc. to 'CCC+' from 'SD' (selective
default). S&P said the 'CCC+' rating reflects ongoing secular
industry pressures in Lumen's business and mass market segments.
Lumen has made some progress improving top-line trends by selling
new products from its digital platform, including
network-as-a-service (Naas) and ExaSwitch. It is also building
some momentum in the public sector.
Also in April 2024, Moody's Ratings affirmed Lumen Technologies,
Inc.'s Caa2 corporate family rating, and Caa2-PD probability of
default rating. Moody's said the CFR affirmation reflects Lumen's
weak operating performance and Moody's continued concerns over the
company's longer term competitive position.
MASHANTUCKET (WESTERN): S&P Lowers Term Loan B Rating to 'D'
------------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on the term loan
to 'D' from 'CCC' on U.S. casino operator Mashantucket (Western)
Pequot Tribe. S&P's 'SD' (selective default) issuer credit rating
on the Tribe is unchanged.
S&P said, "The downgrade reflects our view that Mashantucket's
agreement with its lenders to extend the maturity of its term loan
B (approximately $112 million outstanding as of July 25, 2024) to
June 30, 2028, from Feb. 16, 2025, is tantamount to a default.
Although no legal default has occurred, we view the transaction as
tantamount to a default because we believe its lenders will receive
less than they were originally promised. In our view, the modestly
higher interest rate on the amendment and the extension fees that
were paid in kind provide insufficient offsetting compensation for
the maturity extension. We also view this action as distressed and
tantamount to a default--rather than opportunistic--because, absent
the extension, the Tribe would have faced the real possibility of a
conventional default at the term loan's maturity, given its highly
leveraged capital structure and our forecast it will generate
insufficient cash flow. Furthermore, we believe the Tribe would
likely have been unable to access the capital markets to refinance
its term loan because it is currently unable to make full and
timely debt service payments to its junior debtholders and its
special revenue obligations (one of its junior debt tranches
matures July 1, 2026).
"We expect to raise our issue-level rating on the term loan B to
the 'CCC' category as soon as practicable. Our 'SD' issuer credit
rating on the Tribe reflects that it is unable to make full and
timely debt service payments to its junior debtholders due to a
blocking notice from its senior lenders."
MIG EAST: Amends Unsecured Claims Pay Details
---------------------------------------------
MIG East, LLC, submitted an Amended Plan of Reorganization dated
July 18, 2024.
The Debtor will continue to operate solely as a joint venture
partner in multiple joint ventures. There are other joint ventures
Debtor is partner to, or will be, any other such income from those
ventures will be contributed to the Plan.
The Debtor has disclosed what will be "allowed" claims, and has
projected payments based upon it. Mr. Jenkins and the Authorized
Officer will continue operating the Debtor. The two will continue
to receive their pre-petition weekly salary of $3,173.08
($165,000.16 annually) and $2,884.61 ($149,999.72 annually). Due to
the way in which the Debtor is operating, wherein they operate a
joint venture with separate tax obligations, Debtor will have no
ongoing tax obligation other than payroll tax – which may be
passed through to the payee by 1099.
This plan of reorganization is submitted by Debtor and proposes to
pay its creditors from both operational income from its various
joint ventures and liquidation of receivables and other litigation
claims.
This plan provides for the following distinct classes of payment:
(0) priority; (2) general unsecured; (1) equity security holders.
The following disbursements for each class will be paid, only to
the extent which they are deemed "allowed" by this Court (after
claims litigation):
* There are two separate classes of unsecured creditors, one
will be paid one hundred percent, the other will be paid a lump sum
base amount of $100,000.00 in addition to amounts recovered through
a litigation trust.
* All equity security holders' claims will retain their
interest in the Debtor.
* All administrative expense priority claimants, whose claims
are not part of claims allowance process (e.g., the Sub Chapter V.
Trustee and Debtor's Counsel), and are filed and allowed post
confirmation, will be paid approximately one-hundred cents on the
dollar.
Class 1 consists of Special Unsecured Claims. Claimants in this
class are distinguished from the other, general unsecured class,
insofar as the claimants in this class share the commonality of
having other security or greater contractual rights against the
Debtor as against the other class of creditors. Claimants in this
class, the EPA, and Selective Insurance Company of America, shall
be paid one hundred cents on the dollar of their claim.
Class 2 consists of Allowed Unsecured Claims. Allowed Unsecured
Claim Class is a class treating similarly situated subcontractors
of the Dreamtroit Project and other similarly situated unsecured
creditors.
Unless such Holder agrees to a different treatment of such claim,
each Holder of an Allowed claim in this class, in full satisfaction
of such Allowed Claim, shall receive, beginning on or as soon as
reasonably practicable after the Effective Date, pro rated for 36
months, a ratable portion of the quarterly disbursement of
$60,000.00; Debtor shall separately pay the administrative wage
claims of Debtor's principals of $6,055.69 and subordinate to the
initial $60,000.00 payment and only pay it to the extent possible.
After month 36, payments shall increase to $49,167.00 for the
remainder of the plan.
The minimum payment to unsecured creditors shall be a lump sum
payment of $100,000.00, ratably split between all general unsecured
creditors, such payment shall be in the form of a balloon in month
sixty. However, 75% of all liquidated receivables and claims from
the litigation trust contemplated herein will be additionally,
ratably distributed amongst all other members of this class on a
quarterly basis.
The reorganized debtor shall fund this plan from liquidation of the
Accounts Receivable, and via contribution of income by operation of
joint venture. The Debtor shall retain all assets of the bankruptcy
estate, and such assets shall vest with the Reorganized Debtor, or
as otherwise set out in the Plan regarding claims and/or Adversary
Proceedings.
A full-text copy of the Amends Plan of Reorganization dated July
18, 2024 is available at https://urlcurt.com/u?l=7JXpba from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Alexander J. Berry-Santoro, Esq.
MAXWELL DUNN, PLC
220 S. Main St., Ste. 213
Royal Oak, MI 48067
Tel: (248) 246-1166
Email: aberrysantoro@maxwelldunnlaw.com
About MIG East LLC
MIG East is a general contractor based in Detroit, Michigan.
MIG East, LLC filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-51096) on
Dec. 19, 2023. The petition was signed by Mr. Paul Jenkins, Jr. as
authorized member. At the time of filing, the Debtor estimated
$5,442,581 in assets and $6,281,100 in liabilities.
Judge Mark A. Randon oversees the case.
Alexander Joseph Berry-Santoro, Esq. at Maxwell Dunn, PLC, is the
Debtor's counsel.
MMA LAW: Plan Exclusivity Period Extended to Nov. 27
----------------------------------------------------
Judge Eduardo V. Rodriguez of the U.S. Bankruptcy Court for the
Southern District of Texas extended MMA Law Firm, PLLC's exclusive
periods to file a plan of reorganization to November 27, 2024.
As shared by Troubled Company Reporter, the Debtor explains that it
needs time to be able to negotiate a plan of reorganization and
prepare adequate information for the Court and the creditors to
review. There are numerous issues that need to be addressed
regarding determination of property of the estate and whether the
Litigation Funders have a valid secured lien.
The Debtor asserts that it has worked diligently and efficiently
toward reorganization in terms of good faith progress toward
reorganization. The Debtor has been unable to move as quickly as it
would have preferred based on the fact that nearly every motion
filed in this case, including employment of Debtor's counsel, was
contested. Furthermore, employment of Debtor's counsel was recently
approved on July 18, 2024 and counsel for the Committee has yet to
be approved.
With all of the hurdles to date, the Debtor has made good faith
progress as it has been in constant discussions and negotiations
with third-party defendants and insurance companies. Furthermore,
the Debtor has also filed three lawsuits in this case which is
further evidence of its good faith progress toward reorganization.
MMA Law Firm PLLC is represented by:
Johnie Patterson, Esq.
Walker & Patterson, P.C.
P.O. Box 61301
Houston, TX 77208-1301
Tel: (713) 956-5577
Fax: (713) 956-5570
Email: jjp@walkerandpatterson.com
About MMA Law Firm
MMA Law Firm PLLC is a law firm specializing in insurance claim
management, negotiation, and litigation.
MMA Law Firm PLLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-31596) on April 9,
2024. In the petition signed by Zach Moseley, as managing member,
the Debtor estimated assets between $100 million and $500 million
and estimated liabilities between $10 million and $50 million.
The Honorable Bankruptcy Judge Eduardo V. Rodriguez oversees the
case.
The Debtor is represented by Johnie Patterson, Esq., at Walker &
Patterson, P.C.
MOBILEUM INC: Seeks to Hire Evercore Group as Investment Banker
---------------------------------------------------------------
Mobileum, Inc. seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to hire Evercore Group LLC as
investment banker.
The firm's services include:
i. reviewing and analyzing the Debtors' business, operations,
and financial projections;
ii. advising and assisting the Debtors in an Amendment,
Financing, Liability Management, and/or Restructuring transaction,
if the Debtors undertake such a transaction;
iii. providing financial advice in developing and implementing a
Restructuring, including (a) assisting the Debtors in developing a
restructuring plan or plan of reorganization, (b) advising the
Debtors on tactics and strategies for negotiating with various
stakeholders regarding a restructuring plan or plan of
reorganization, (c) providing testimony, as necessary, with respect
to matters on which Evercore has been engaged to advise the Debtors
in any proceedings under the Bankruptcy Code that are pending
before a court exercising jurisdiction over the Debtors, and (d)
providing Weil, solely in its capacity as legal counsel to the
Debtors, with other financial restructuring advice as Evercore and
the Debtors may deem appropriate;
iv. if the Debtors pursue a Financing, advising and assisting
the Debtors in identifying potential investors, negotiating with
potential investors, and structuring, negotiating, and effectuating
a Financing; and
v. if the Debtors pursue a Liability Management Transaction,
providing financial advice to Weil in developing and implementing
such transaction, which would include:
a. working with Weil in evaluating alternatives and the
financial implications on the Debtor's capital structure and
financial condition;
b. working with Weil in negotiating, structuring and
effecting any Liability Management Transaction;
c. advising Weil on tactics and strategies for negotiating
with various stakeholders regarding the Liability Management
Transaction; and
d. providing other financial and/or restructuring advice as
Evercore, Weil, and the Debtors may deem appropriate.
The firm will be paid as follows:
a. Monthly Fee. A monthly fee of $175,000, payable on
execution of the Engagement Letter and on the 1st day of each month
commencing October 1, 2023 until the earlier of the consummation of
a Liability Management Transaction or Restructuring or the
termination of Evercore's engagement. So long as Monthly Fees for
months one through four have actually been earned and paid, $87,500
per month of the Monthly Fee actually paid for months five through
ten shall be credited (without duplication) against any Financing
Fee or Restructuring Fee payable; provided, that, any such credit
of fees contemplated by this sentence shall only apply to the
extent that all such Monthly Fees, Financing Fees, and
Restructuring Fees are approved in their entirety by the Court
pursuant to a final order not subject to appeal and which order is
acceptable to Evercore.
b. Financing Fee. A fee, payable upon consummation of any
Financing and incremental to any Restructuring Fee, equal to the
applicable percentages set forth in the table below:
Financing As a Percentage of Financing
Gross Proceeds
Indebtedness Secured by a First Lien 1.25 percent
Structured financing transaction
(including, but not limited to, capital 2.00 percent
raises in an unrestricted subsidiary or
non-guarantor subsidiary)
Indebtedness Secured by a Second
Lien, Unsecured and/or Subordinated 2.00 percent
Equity or Equity-linked
Securities/Obligations 3.00 percent
For the purposes of calculating each Financing Fee, "Gross
Proceeds" shall equal the aggregate amount of capital committed,
whether or not drawn or funded.
Notwithstanding the foregoing, no Financing Fee shall be payable on
any financing provided by (i) the Debtors' existing equity holders
or (ii) any affiliated entities that hold equity investments in the
Debtors if such Financing is raised without a third-party financing
process conducted by Evercore; provided, however, that if any such
Financing provided by (i) the Debtors' existing equity holders or
(ii) any affiliated entities that hold equity investments in the
Debtors is raised following a third-party financing process
conducted by Evercore, the Financing Fee payable shall instead be
50 percent of any of the Financing Fee otherwise payable.
c. Restructuring Fee. A fee of $5,000,000, payable upon
confirmation of a Plan.
d. In addition to any fees that may be payable to Evercore
and, regardless of whether any transaction occurs, the Debtors
shall reimburse to Evercore on a monthly basis (a) all reasonable
and documented expenses (including travel and lodging, data
processing and communications charges, courier services and other
appropriate expenditures) and (b) other documented reasonable fees
and expenses, including expenses of counsel, if any.
e. In addition, the Debtors and Evercore acknowledge and agree
that more than one fee may be payable to Evercore under
subparagraphs (b) and/or (c) above in connection with any single
transaction or a series of transactions, it being understood and
agreed that if more than one fee becomes so payable to Evercore in
connection with a series of transactions, each such fee shall be
paid to Evercore.
f. If a Financing and/or a Restructuring is to be completed,
in whole or in part, through a pre-packaged Plan or similar
pre-arranged Plan anticipated to involve the solicitation of
acceptances of such Plan in compliance with the Bankruptcy Code, by
or on behalf of the Debtors, from holders of any class of the
Debtor's Existing Obligations (i) (a) in the case of a pre-packaged
Plan, 75 percent of the fees pursuant to subparagraphs 2(c) and
2(e) of the Engagement Letter shall be earned and shall be payable
upon the execution of definitive agreements or delivery of binding
consents with sufficient majorities with respect to such Plan and
(b) in the case of a pre-arranged Plan (including any Plan for
which solicitation of votes in respect of such Plan will commence
prior to, but remain incomplete upon, commencement of the Chapter
11 proceedings), 50 percent of the fees pursuant to subparagraphs
2(c) and 2(e) of the Engagement Letter shall be earned and shall be
payable upon obtaining support (e.g., via an executed term sheet,
restructuring support agreement or other agreement in principle
documenting the key terms of such pre-arranged Plan, from one or
more of the Debtor's key creditor classes that is sufficient to
justify filing such pre-arranged Plan and (ii) the remainder of
such fees shall be earned and shall be payable upon consummation of
such Plan and approval by the Court; provided, further, that in the
event that Evercore is paid a fee in connection with a prepackaged
Plan or similar pre-arranged Plan, and such Plan is not thereafter
consummated, then such fee previously paid to Evercore may be
credited by the Debtors against any subsequent fee under the
Engagement Letter that becomes payable by the Debtors to Evercore.
Notwithstanding anything to the contrary in the Engagement Letter,
Evercore agrees that 100 percent of any fees earned pursuant to
subparagraph 2(e) of the Engagement Letter in connection with the
Restructuring Support Agreement shall be payable upon the
consummation of such Plan.
The Debtors paid Evercore $525,000 in fees and $26,152.21 in
expense reimbursements, which includes a $20,000 retainer paid on
account of anticipated expenses.
Gregory Berube, a senior managing director of Evercore, 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:
Gregory Berube
EVERCORE GROUP LLC
55 East 52nd Street
New York, NY 10055
Tel: (212) 857-3100
About Mobileum Inc.
Mobileum, Inc., designs and develops data analytics solutions. The
Company develops solutions for GSM and CDMA domains, as well as
mobile financial services platform allowing bill payment, mobile
banking, and money transfers. Mobileum serves customers worldwide.
Mobileum, Inc. and its affiliates filed their voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Tex. Lead Case No. 24-90414) on July 23, 2024. At the time of
filing the Debtor estimated $100,000,001 to $500 million in assets
and $500,000,001 to $1 billion in liabilities.
Gabriel Adam Morgan, Esq. at Weil, Gotshal & Manges LLP represents
the Debtors as counsel.
MOBILEUM INC: Seeks to Hire Weil Gotshal & Manges LLP as Attorney
-----------------------------------------------------------------
Mobileum, Inc. seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to hire Weil, Gotshal & Manges LLP
as attorneys.
The firm will render these services:
a. take all necessary action to protect and preserve the value
of the Debtors' estates;
b. prepare on behalf of the Debtors, as debtors in possession,
all necessary motions, applications, answers, orders, reports and
other papers in connection with the administration of the Debtors'
estates;
c. take all necessary actions in connection with any chapter
11 plan and related disclosure statement and all related documents,
and such further actions as may be required in connection with the
administration of the Debtors' estates; and
d. perform all other necessary legal services in connection
with the prosecution of these chapter 11 cases; provided, however,
that to the extent Weil determines that such services fall outside
of the scope of services historically or generally performed by
Weil as lead debtors' counsel in a bankruptcy case, Weil will file
a supplemental declaration.
The firm will be paid at these hourly rates:
Partners/Counsel $1,595 to $2,350
Associates $830 to $1,470
Paraprofessionals $350 to $595
The following is provided in response to the request for additional
information set forth in Appendix B, Paragraph D.1 of the Fee
Guidelines.
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Response: Weil represented the Debtors in the 12 months prior to
the Petition Date. In 2023, Weil's hourly rates were $1,375 to
$2,095 for partners and counsel, $750 to $1,345 for associates, and
$295 to $530 for paraprofessionals. On January 1, 2024, Weil
adjusted its standard billing rates for its professionals in the
normal course.
Question: Has your client approved your prospective budget and
staffing plan, and, if so, for what budget period?
Response: Weil is developing a prospective budget and staffing
plan for these chapter 11 cases. Weil and the Debtors will review
such budget following the close of the budget period to determine a
budget for the following period.
As disclosed in the court filings, Weil is a "disinterested person"
as that term is defined in section 101(14) of the Bankruptcy Code
as modified by section 1107(b) of the Bankruptcy Code.
The firm can be reached through:
Jeffrey D. Saferstein, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153-0119
Phone: (212) 310-8330
Email: jeffrey.saferstein@weil.com
About Mobileum Inc.
Mobileum, Inc., designs and develops data analytics solutions. The
Company develops solutions for GSM and CDMA domains, as well as
mobile financial services platform allowing bill payment, mobile
banking, and money transfers. Mobileum serves customers worldwide.
Mobileum, Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
24-90414) on July 23, 2024. The petitions were signed by Mike
Salfity as chief executive officer. At the time of filing, the
Debtors estimated $100 million to $500 million in assets and $500
million to $1 billion in liabilities.
Gabriel A. Morgan, Esq. at WEIL, GOTSHAL & MANGES LLP represents
the Debtors as counsel.
NEW PHILADELPHIA: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: New Philadelphia Baptist Church, Inc.
1113 NW 79th Street
Miami, FL 33147
Case No.: 24-18005
Business Description: The Debtor is the fee simple owner of a real
property located at Miami, FL having a
current value of $1.31 million.
Chapter 11 Petition Date: August 6, 2024
Court: United States Bankruptcy Court
Southern District of Florida
Judge: Hon. Laurel M Isicoff
Debtor's Counsel: Owei Z Belleh, Esq.
THE BELLEH LAW GROUP, PLLC
4901 NW 17th Way Ste 605
Ft Launderdale FL 33309-3775
Tel: (888) 450-7999
Fax: (888) 450-7999
Email: bankruptcy@bellehlaw.com
Total Assets: $1,306,800
Total Liabilities: $393,979
The Debtor filed an empty 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/SUYZZJA/New_Philadelphia_Baptist_Church__flsbke-24-18005__0001.0.pdf?mcid=tGE4TAMA
NEW WAY MACHINE: Unsecureds Will Get 100% over 60 Months
--------------------------------------------------------
New Way Machine Components, Inc., t/a New Way Air Bearings, filed
with the U.S. Bankruptcy Court for the Eastern District of
Pennsylvania a Small Business Plan of Reorganization dated July 18,
2024.
The Debtor is a privately held for profit Pennsylvania corporation
that was founded and incorporated on January 6, 1994 by Devitt.
The Debtor functions as a manufacturer specializing in air bearings
catering to industries such as semiconductor manufacturing,
aerospace, machine tool, medical devices and metrology. The
Debtor’s principal place of business is located at 50 McDonald
Boulevard, Aston, PA 19014. The Debtor also leases space at 30
McDonald Boulevard, Aston, PA 19014.
The Hackett/Debtor/Devitt Settlement Agreement was entered into by
the Debtor, Hackett and Devitt (collectively, defined therein as
the "Settling Parties") compromising, settling forever, resolving
and finally disposing of any and all claims among the Settling
Parties, including any claims asserted, or which could have been
asserted by any of the Settling Parties against each other or any
officer, director, or shareholder of the Debtor, relating in any
way to the Put Option exercised by Hackett, the Transfers, the
Hackett Put Claim, the Hackett Priority Claim, the Hackett Proof of
Claim, the Debtor and the Debtor's bankruptcy estate, the
Avoidance, Objection, Reduction and Subordination Action, and the
Counterclaims.
The Hackett/Debtor/Devitt Settlement Agreement provides, inter
alia, that: (i) the Hackett Priority Claim shall be Allowed and
treated and paid on the Effective Date of the Plan in the same
fashion as all other Class 1 priority unsecured claims; (ii) the
Hackett Subordinated Claim shall be an Allowed Class 5 Claim and
shall be paid by the Debtor in 5 equal annual payments of $80,000
with the first payment to be made 12 months after the Effective
Date of the Plan, and each subsequent payment on each annual
anniversary of the Effective Date thereafter (i.e. 24th month after
the Effective Date, 36th month after the Effective Date, 48th month
after the Effective Date and the final payment on the 60th month
after the Effective Date); (iii) at any time on or within 60 days
after the occurrence of the Effective Date of the Plan, the Debtor
or its nominee shall have the option to satisfy the Hackett
Subordinated Claim for a lump sum payment of $100,000 Dollars
payable in immediately available funds to Hackett (the "Discounted
Payoff").
Class 3 consists of General Unsecured Claims. Except to the extent
that a Holder of a General Unsecured Claim and the Debtor agree to
less favorable treatment, each Holder of an Allowed General
Unsecured Claim shall receive, in full and final satisfaction,
compromise, settlement, release, and discharge of, and in exchange
for its Claim, after payment in full of all Allowed Administrative
Claims including Professional Fee Claims and Subchapter V Trustee
Fee Claims, all Allowed Priority Tax Claims in full, all Allowed
Other Priority Claims in full, and for each year after the
Effective Date (for a 5 year period after the Effective Date),
subject to the payments each year having been made on account of
the Allowed Class 2 Secured Claim of PNC on the dates and in the
amounts set forth in Class 2 and the PNC Payment Schedule, and
further, subject to a Pro Rata reserve on account of Disputed
Claims, if any, a distribution in the amount of $116,875 shall be
made on a Pro Rata basis.
The first distribution to be made 12 months after the Effective
Date, the second Distribution to be made 24 months after the
Effective Date, the third Distribution to be made 36-month after
the Effective Date, the fourth Distribution to be made 48 months
after the Effective Date and the fifth Distribution to be made on
the 60 month after the Effective Date. The allowed unsecured claims
total $585,000. This Class will receive a distribution of 100% of
their allowed claims. This Class is impaired.
As of the Effective Date, the Equity Interests in the Debtor shall
remain unchanged and equal to the structure that existed on the
Petition Date.
The Plan provides that all of the Debtor's Disposable Income in the
5-year period following the Effective Date will be applied to make
payments under the Plan in accordance with section 1191(c)(2) of
the Bankruptcy Code. Disposable Income will include any excess
disposable income beyond projections and will be less any
additional expenses beyond projections. In addition, the Plan will
also be funded by the proceeds from the HDI Sale ($30,000).
The Debtor expects to have approximately $165,000 in Cash on hand
and $1,200,000 in accounts receivable on the Effective Date,
however the Cash and accounts receivable will not be available for
distribution to creditors under the Plan on the Effective Date as
these amounts are necessary for payment of incurred and ongoing
expenses (and which would otherwise be Administrative Expenses) and
are already included in the calculus of Disposable Income in Year
1. The Debtor or the Reorganized Debtor, as applicable, will have
all the rights and duties to implement the provisions of the Plan,
including the right to make Distributions to Holders of Allowed
Unclassified Claims, Allowed Class 1, Class 2, Class 3, and Class 5
Claims under the Plan.
A full-text copy of the Plan of Reorganization dated July 18, 2024
is available at https://urlcurt.com/u?l=BudPVm from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Aris J. Karalis, Esq.
Karalis, PC
1900 Spruce Street
Philadelphia, PA 19103
Telephone: (215) 546-4500
Email: akaralis@karalislaw.com
About New Way Machine Components
New Way Machine Components, Inc., is a manufacturer of air bearings
in Aston, Pa.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-11362) on April 22,
2024, with as much as $10 million in both assets and liabilities.
Holly Miller, Esq., at Gellert Scali Busenkell & Brown, LLC, serves
as Subchapter V trustee.
Judge Ashely M. Chan oversees the case.
The Debtor tapped Aris J. Karalis, Esq., at Karalis PC, as
bankruptcy counsel; Volpe and Koenig, P.C., as intellectual
property counsel; and Asterion, Inc. as financial advisor.
NITRO FLUIDS: Hires Cabello Hall Zinda as Litigation Counsel
------------------------------------------------------------
Nitro Fluids, LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Cabello Hall Zinda PLLC as special litigation counsel.
On July 20, 2018, Cameron International Corporation commenced
litigation against Fluids in the United States District Court for
the Southern District of Texas, Case No. 4:18-cv-02533 (the Cameron
Litigation). The firm will continue prosecuting and defending the
Cameron Litigation and any related issues that arise in connection
therewith.
The firm's current rates are:
J. David Cabello $600/hr
James H. Hall $575/hr
Stephen D. Zinda $525/hr
Munira A. Jesani $450/hr
Paralegals $175/hr
J. David Cabello, Esq., a partner at Cabello Hall Zinda, disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
J. David Cabello, Esq.
Cabello Hall Zinda, PLLC
801 Travis St #1610
Houston, TX 77002
Telephone: (832) 631-9990
Facsimile: (832) 631-9991
Email : David@CHZfirm.com
About Nitro Fluids, LLC
Nitro Fluids, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No.
24-60018) on May 15, 2024, listing $50 million to $100 million in
both assets and liabilities. The petition was signed by Brad Walker
as chief restructuring officer.
Judge Christopher M. Lopez presides over the case.
Eric Thomas Haitz, Esq. at Bonds Ellis Eppich Schafer Jones LLP
represents the Debtor as counsel.
NORTHWEST RENEWABLE: Taps Turning Point as Financial Advisor
------------------------------------------------------------
Northwest Renewable Energy Group LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Washington to hire
TurningPointe, LLC d/b/a Turning Point Strategic Advisors as its
financial advisor.
The firm's services include:
(a) assisting with development of cash collateral budgets and
projections;
(b) assisting with development of chapter 11 plan
projections;
(c) preparing enterprise, asset, and liquidation valuations;
(d) assisting with financial reporting pursuant to cash
collateral or other orders of the Court, and with preparation of
Monthly Operating Reports for filing with the Court; and
(e) performing such other financial advisory services as may
be required or deemed to be in the interests of the Chapter 11
Case, the Debtor, and the bankruptcy estate.
The firm will be paid at these rates:
Bobbie Allen, Director $325 per hour
Benjamin Conrad, Senior Consultant $275 per hour
Robin Booher, Senior Analyst $250 per hour
Turning Point received a retainer in the amount of $10,000.
Bobbie Allen, a director at TurningPointe, LLC d/ba/ Turning Point,
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:
Bobbie Allen
TurningPointe, LLC d/ba/ Turning Point
509 Olive Wy #305
Seattle, WA 98101
Tel: (425) 531-1127
About Northwest Renewable Energy Group LLC
Northwest Renewable Energy Group LLC, doing Arsiero Logging, is
primarily engaged in cutting timber, producing rough, round, hewn,
or riven primary wood, and producing wood chips in the forest.
Northwest Renewable Energy Group LLC sought relief under Subchapter
V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case
No. 24-11520) on June 18, 2024. In the petition signed by B.
Michael Malgarini, as managing member, the Debtor reports total
assets amounting to $3,392,164 and total liabilities of
$5,541,377.
Honorable Bankruptcy Judge Timothy W. Dore handles the case.
The Debtor is represented by Thomas A. Buford, Esq. at BUSH
KORNFELD LLP.
NUZEE INC: Yalan Yang Holds 6.12% Equity Stake
----------------------------------------------
Yalan Yang disclosed in a Schedule 13G report filed with the U.S.
Securities and Exchange Commission that, as of July 26, 2024, she
beneficially owned 288,461 shares of NuZee, Inc.'s common stock.
This represents 6.12% of the shares outstanding, based on (i)
2,387,434 shares issued and outstanding as of June 12, 2024, as
reported in NuZee's registration statement on Form S-1 filed with
the SEC on June 17, 2024, and (ii) 2,040,814 shares to be issued
under the securities purchase agreement dated July 11, 2024, as
reported in NuZee's current report on Form 8-K filed with the SEC
on July 19, 2024; and (iii) the 288,461 shares of common stock
beneficially owned by Yalan Yang pursuant to convertible notes
conversion on July 30, 2024.
A full-text copy of Yalan Yang's SEC Report is available at:
https://tinyurl.com/3cytmmht
About NuZee
NuZee, Inc. (d/b/a Coffee Blenders) is a co-packing company for
single serve coffee formats, as well as a co-packer of coffee brew
bags, which is also referred to as tea-bag style coffee. In
addition to its single serve pour over and coffee brew bag coffee
products, the Company has expanded its product portfolio to offer a
third type of single serve coffee format, DRIPKIT pour over
products, as a result of its acquisition of substantially all of
the assets of Dripkit, Inc.
Nuzee reported a net loss of $8.75 million for the year ended Sept.
30, 2023, compared to a net loss of $11.80 million for the year
ended Sept. 30, 2022. As of March 31, 2024, the Company had $3.22
million in total assets, $3.79 million in total liabilities, and a
total stockholders' deficit of $574,897.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2013, issued a "going concern" qualification in its report dated
Jan. 16, 2024, citing that the Company has suffered recurring
losses and negative cash flows from operations that raises
substantial doubt about its ability to continue as a going concern.
NUZEE INC: Yanqin Chen Holds 6.12% Equity Stake
-----------------------------------------------
Yanqin Chen disclosed in a Schedule 13G report filed with the U.S.
Securities and Exchange Commission that, as of July 26, 2024, she
beneficially owned 288,461 shares of NuZee, Inc.'s common stock.
This represents 6.12% of the shares outstanding, based on (i)
2,387,434 shares issued and outstanding as of June 12, 2024, as
reported in NuZee's registration statement on Form S-1 filed with
the SEC on June 17, 2024, and (ii) 2,040,814 shares to be issued
under the securities purchase agreement dated July 11, 2024, as
reported in NuZee's current report on Form 8-K filed with the SEC
on July 19, 2024; and (iii) the 288,461 shares of common stock
beneficially owned by Yanqin Chen pursuant to convertible notes
conversion on July 30, 2024.
A full-text copy of Yanqin Chen's SEC Report is available at:
https://tinyurl.com/ye2xs6vj
About NuZee
NuZee, Inc. (d/b/a Coffee Blenders) is a co-packing company for
single serve coffee formats, as well as a co-packer of coffee brew
bags, which is also referred to as tea-bag style coffee. In
addition to its single serve pour over and coffee brew bag coffee
products, the Company has expanded its product portfolio to offer a
third type of single serve coffee format, DRIPKIT pour over
products, as a result of its acquisition of substantially all of
the assets of Dripkit, Inc.
Nuzee reported a net loss of $8.75 million for the year ended Sept.
30, 2023, compared to a net loss of $11.80 million for the year
ended Sept. 30, 2022. As of March 31, 2024, the Company had $3.22
million in total assets, $3.79 million in total liabilities, and a
total stockholders' deficit of $574,897.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2013, issued a "going concern" qualification in its report dated
Jan. 16, 2024, citing that the Company has suffered recurring
losses and negative cash flows from operations that raises
substantial doubt about its ability to continue as a going concern.
NV HOMESTEAD: S&P Raises 2018A Bond Rating to 'B+', Outlook Pos.
----------------------------------------------------------------
S&P Global Ratings raised its rating two notches to 'B+' from 'B-'
on Capital Trust Agency, Fla.'s series 2018A multifamily housing
revenue bonds (Coral Gardens Apartments Project), issued on behalf
of the borrower, NV Homestead Apartments LP. The outlook is
positive.
"The upgrade and positive outlook reflect the transaction's
material increase in debt service coverage to over 2.1x in 2023,
and our expectation that, based on recent revenue growth, the
property could sustain the recent improvements over the next year,
resulting in ongoing improvement in credit quality," said S&P
Global Ratings credit analyst Caroline West.
The bonds are secured by a pledge and assignment of the trust
estate, including revenue from the project and funds deposited
under the indenture, including payments made by the borrower
pursuant to the loan agreement dated Feb. 1, 2018. A primary source
of revenue to the trust estate is derived from the Housing
Assistance Payments basic renewal contract that was transferred to
the borrower from the seller at the closing of the series 2018
bonds.
Approximately $6.9 million in bond proceeds were loaned to the
borrower, along with additional funding sources, for financing a
portion of acquisition, rehabilitation, and equipping of a 92-unit
residential multifamily rental housing project in Homestead. In
addition, bond proceeds were used to fund a debt service reserve
fund in the amount of six months' maximum annual debt service
(MADS), finance capitalized interest, and pay certain costs of
issuance. The balance of bonds outstanding is $6.48 million.
"In our view, there is at least a one-in-three likelihood that we
could raise our rating by one or more notches over the one-year
outlook period, based on our expectation that finances are likely
to generate another year of positive coverage in 2024, given
current revenue and expense projections, and that other factors are
likely to remain stable," added Ms. West.
OHANA RESTAURANT: Nat Wasserstein Named Subchapter V Trustee
------------------------------------------------------------
The U.S. Trustee for Region 2 appointed Nat Wasserstein, Esq., at
Lindenwood Associates, LLC as Subchapter V trustee for Ohana
Restaurant Corp.
Mr. Wasserstein will be paid an hourly fee of $485 for his services
as Subchapter V trustee and will be reimbursed for work related
expenses incurred.
Mr. Wasserstein declared that he is a disinterested person
according to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Nat Wasserstein, Esq.
Lindenwood Associates, LLC
328 North Broadway, 2nd Foor
Upper Nyack, New York 10960
Telephone: (845) 398-9825
Facsimile: (212) 208-4436
Email: nat@lindenwoodassociates.com
About Ohana Restaurant
Ohana Restaurant Corp. d/b/a Ohana Japanese Hibachi, Hibachi
Seafood & Steakhouse sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-11304) on July 29,
2024, with $500,001 to $1 million in assets and liabilities.
Judge John P. Mastando III presides over the case.
Anne J. Penachio, Esq. at Penachio Malara LLP represents the Debtor
as legal counsel.
PATINOS CONCRETE: Unsecureds to be Paid in Full over 36 Months
--------------------------------------------------------------
Patinos Concrete and Masonry, Inc., filed with the U.S. Bankruptcy
Court for the Middle District of Florida a Plan of Reorganization
for Small Business dated July 18, 2024.
The Debtor specializes in concrete services for both commercial and
residential construction projects.
Recently, the company has encountered a significant challenge due
to a shift in the payment structure of commercial projects to a
"Pay when Paid" model. This model stipulates that subcontractors
are only paid after the general contractor receives payment from
the project owner or the owner's financing institution.
Consequently, this payment method has resulted in delays extending
beyond 120 days over the past four months, causing a severe cash
flow issue.
The company is under critical financial strain as it must meet
vendor payments within 60 days while managing a weekly payroll
expenditure of approximately $20,000.00. The breathing spell
provided by the bankruptcy over the past few months has been
crucial for the Debtor. It allowed the company to catch up on
project and contractual commitments, pay vendors with property lien
rights, and work with other vendors as cash flow permitted. The
Debtor's management remains committed to ensuring the completion of
projects and has found the reorganization process to be a
productive endeavor.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of approximately $6,500.00
per month on average including the payment to secured and unsecured
creditors. Note that the Debtor's projection includes a payment to
unsecured creditors in full, which is accounted for as an expense
in the projections. The final Plan payment is expected to be paid
on August 18, 2029.
Twelve-month projected revenue post confirm is conservatively
estimated based on past performance of the Debtor's pre-petition
and post-petition performance. Debtor's gross revenue projections
for the twelve months following confirmation are $4,200,000 rising
to $5,000,000 at the end of the 5th year, which is conservative
growth rate of 4.55% per year. The net income after expenses for
twelve months following confirmation is projected to be $70,800.00
rising to approximately $75,000.00 by the end of the 5th year of
the Plan.
This Plan of Reorganization under chapter 11 of the cash flow from
operations, or future income.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately $52,380.00 over 36 months through the plan. This
Plan also provides for the payment of administrative and priority
claims.
Class 9 is comprised of all Allowed non-insider; non-priority
Unsecured Claims not otherwise classified under the Plan. The total
amount of unsecured, non-disputed, allowed claims is approximately
S52,380.00. Class 9 creditors will be paid in full at 0% interest.
Debtor will make 36 monthly payments of $1,455.00. Payments to
begin on the 15th day of the month after the effective date of the
plan. This Class is impaired.
The Debtor's Plan will be funded by the current and future income
received by the Debtor. The Debtor proposes a reasonable Plan which
is proposed in good faith and not by any means forbidden by law.
A full-text copy of the Plan of Reorganization dated July 18, 2024
is available at https://urlcurt.com/u?l=IR5GlJ from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Jake C. Blanchard, Esq.
Blanchard Law, PA
8221 49th Street N.
Pinellas Park, FL 33781
Telephone: (727) 531-7068
Facsimile: (727) 535-2068
Email: jake@jakeblanchardlaw.com
About Patinos Concrete and Masonry
Patinos Concrete and Masonry, Inc., specializes in concrete
services for both commercial and residential construction
projects.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02190) on April 19,
2024, with $1,546,666 in assets and $1,213,016 in liabilities.
Brent Hebert, manager, signed the petition.
Judge Roberta A Colton presides over the case.
Jake C. Blanchard, Esq., at BLANCHARD LAW, P.A., is the Debtor's
legal counsel.
PEGTON BUILDING: Case Summary & 15 Unsecured Creditors
------------------------------------------------------
Debtor: The Pegton Building LLC
3465 County Road 23
Fort Lupton, CO 80621
Chapter 11 Petition Date: August 7, 2024
Court: United States Bankruptcy Court
District of Colorado
Case No.: 24-14538
Debtor's Counsel: David J. Warner, Esq.
WADSWORTH GARBER WARNER CONRARDY, P.C.
2580 West Main Street
Suite 200
Littleton, CO 80120
Tel: 303-296-1999
Email: dwarner@wgwc-law.com
Total Assets: $0
Total Liabilities: $6,229,133
The petition was signed by Anthony E. Euser as managing member.
A copy of the Debtor's list of 15 unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/EJJTZNY/The_Pegton_Building_LLC__cobke-24-14538__0004.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/EEUY4EI/The_Pegton_Building_LLC__cobke-24-14538__0001.0.pdf?mcid=tGE4TAMA
PG&E CORP: Court Tosses Galvez's Bankruptcy Claim Appeal
--------------------------------------------------------
Judge Haywood S. Gilliam, Jr. of the United States District Court
for the Northern District of California granted the Fire Victim
Trustee's motion to dismiss the appeal filed by Enrique Galvez with
respect to his claim in the bankruptcy case of PG&E Corporation and
Pacific Gas and Electric Company.
As part of PG&E's Plan of Reorganization, all fire claims against
PG&E against the debtor were to be discharged pursuant to an
injunction and adjudicated and paid through the Fire Victim Trust.
The Plan provides that, "only the parties who timely submitted an
objection to the Fire Victim Trust Documents . . . have the right
to seek court review" of a claim. Mr. Galvez did not submit an
objection and his claim, as a result, is governed by the Fire
Victim Trust Agreement and its Claims Resolution Procedures.
The Trust initially calculated an aggregate claim amount of
$8,121.06, which included $5,000 for loss of personal property in a
storage unit, $3,000 for loss of income as a result of the fires,
and $121.06 in statutory prejudgment interest. Mr. Galvez disputed
this claim determination. On reconsideration, the Trust calculated
an aggregate claim of $79,828.07. He filed a notice of appeal of
the reconsideration determination. Following review of the claim, a
randomly chosen neutral issued an appeals determination to the
Trustee for consideration. On October 10, 2023, the Trustee issued
a Trustee Determination Notice, concluding that the reconsideration
determination should remain in place. Nevertheless, Mr. Galvez
filed a notice of appeal with the bankruptcy court shortly after
receiving the Trustee Determination Notice. A clerk for the
bankruptcy court issued a "Notice of Deficiency" because Mr. Galvez
failed to pay the filing fee. The Fire Victim Trustee has moved to
dismiss the appeal.
Since filing this purported appeal, Mr. Galvez has not responded to
the motion to dismiss or the District Court's orders. Pursuant to
Civil L.R. 7-3(a), any opposition to the motion to dismiss was due
on January 23, 2024, but Mr. Galvez failed to file any opposition.
The District Court issued an order to show cause why the motion to
dismiss should not be granted in light of Mr. Galvez's failure to
respond. But as of the date of this order, Mr. Galvez still has not
responded to the order to show or the underlying motion to dismiss.
In any event, it is clear that Mr. Galvez is not appealing a final
judgment, order, or decree of the bankruptcy court. There is no
bankruptcy court order from which to appeal. Rather, Mr. Galvez is
seeking judicial review of the final determination of his claim by
the Fire Victim Trust. Mr. Galvez appears to have exhausted his
appeals under the Trust's Claims Resolution Procedures, and the
District Court has no jurisdiction to review his claim.
A copy of the Court's decision dated July 30, 2024, is available at
https://urlcurt.com/u?l=7PQEBm
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, faced extraordinary challenges relating to a
series of catastrophic wildfires that occurred in Northern
California in 2017 and 2018. The utility faced an estimated $30
billion in potential liability damages from California's deadliest
wildfires of 2017 and 2018.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). As of Sept.
30, 2018, the Debtors, on a consolidated basis, had reported $71.4
billion in assets on a book value basis and $51.7 billion in
liabilities on a book value basis.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP served
as PG&E's legal counsel, Lazard as its investment banker and
AlixPartners, LLP as the restructuring advisor to PG&E. Prime Clerk
LLC is the claims and noticing agent.
PG&E has appointed James A. Mesterharm, a managing director at
AlixPartners, LLP, and an authorized representative of AP Services,
LLC, to serve as Chief Restructuring Officer. In addition, PG&E
appointed John Boken also a Managing Director at AlixPartners and
an authorized representative of APS, to serve as Deputy Chief
Restructuring Officer.
Morrison & Foerster LLP served as the Debtors' special regulatory
counsel. Munger Tolles & Olson LLP also served as special
counsel.
The Office of the U.S. Trustee appointed an official committee of
creditors on Feb. 12, 2019. The Committee retained Milbank LLP as
counsel; FTI Consulting, Inc., as financial advisor; Centerview
Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.
On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants. The tort claimants' committee is represented by
Baker & Hostetler LLP.
* * *
PG&E Corporation and Pacific Gas and Electric Co. announced July 1,
2020, that PG&E has emerged from Chapter 11, successfully
completing its restructuring process and implementing PG&E's Plan
of Reorganization that was confirmed by the United States
Bankruptcy Court on June 20, 2020.
For the benefit of fire victims, the Plan provided for a Fire
Victim Trust, which was funded with an oft-stated value of $13.5
billion, to be half in cash and half in new company PG&E common
stock. The $6.75 billion in cash was paid. With respect to the
stock consideration, 478 million shares of PG&E stock were
delivered to the Fire Victim Trust in accordance with an agreed-to
formula under the Plan.
PLAZA ESTATES: Taps Law Office of Lewis Phon as Legal Counsel
-------------------------------------------------------------
Plaza Estates LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to employ The Law Office of Lewis
Phon as counsel.
The Debtor requires legal counsel to:
-- assist with the preparation of bankruptcy schedules;
-- provide with advice and counseling as to the Chapter 11
bankruptcy proceedings;
-- respond to court documents and pleadings;
-- prepare a Chapter 11 plan and disclosure statement;
-- attend court hearings on the Debtor's behalf; and
-- prepare a final decree.
The firm will be paid at the rate of $375 per hour.
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The retainer fee is $1,738.
Lewis Phon, Esq., a partner at The Law Office of Lewis Phon,
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:
Lewis Phon, Esq.
The Law Office of Lewis Phon
4040 Heaton Court
Antioch, CA 94509
Tel: (925) 470-8551
Fax: (925) 706-7600
Email: lewisphon@att.net
About Plaza Estates LLC
Plaza Estates LLC is a Single Asset Real Estate debtor (as defined
in 11 U.S.C. Section 101(51B)).
Plaza Estates LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-22538) on June 11,
2024. In the petition filed by Waqar Khan, as manager, the Debtor
reports estimated assets and liabilities between $1 million and $10
million each.
Honorable Bankruptcy Judge Ronald H. Sargis oversees the case.
The Debtor is represented by Lewis Phon, Esq. at the LAW OFFICE OF
LEWIS PHON.
POLAR POWER: Names Michael Field as Director and Compensation Chair
-------------------------------------------------------------------
Polar Power, Inc. announced that Michael Field has been appointed a
director of the Company and compensation committee chair.
As previously disclosed, Peter Gross, a member of the Board of
Directors of Polar Power, resigned as a member of the Board of
Directors of the Company.
The remaining members of the Board appointed and ratified Mr.
Michael G. Field, to serve as a member of the Board, effective as
of July 25, 2024, and to assume the position of Mr. Gross as a
member of the audit committee, chair of the compensation committee
and chair of the nominating and corporate governance committee of
the Board. The Board has determined that Mr. Field qualifies as an
"independent director" as defined in the listing rules of the
Nasdaq Stock Market and applicable SEC rules, and that Mr. Field
meets the independent director standard under Nasdaq listing
standards and under Rule 10A-3(b)(1) of the Securities Exchange Act
of 1934, as amended.
Mr. Field joins the Polar Board with four decades of experience in
global manufacturing and equipment spanning engineering and
technology development, lean manufacturing, factory and systems
integration, product management and channel development. He has
held key operating and managerial roles and positions both at the
divisional and executive levels at UTC Carrier Corporation, PRI
Automation and Brooks Automation, and is currently the President
and CEO of The Raymond Corporation, which is in the materials
handling market.
He holds a BS in Mechanical Engineering from Rochester Institute of
Technology (RIT), an MS in Manufacturing Engineering and MBA with a
concentration in International Operations from Boston University.
Arthur Sams, Polar Power's CEO, commented, "We welcome Mike to the
Board of Directors and the opportunity to leverage his vast
experience for the benefit of Polar Power and our shareholders. His
outstanding credentials as a leader from within the heavy equipment
industry, besides from the manufacturing side, include an expertise
in distribution and channel management along with talent
acquisition and development, both very high priorities to us. We
expect that he will be a great resource and addition to the
board."
Mr. Field added, "I look forward to joining the team and augmenting
Polar Power's ability to achieve global operational excellence,
through a commitment to continuous improvement, from the shop floor
to distribution management and customer experience. I believe my
extensive background and experience will provide a great source of
support to the board and enhance the Polar Power team's ability to
execute on a set of very exciting and environmentally-friendly
growth initiatives."
The appointment fills a vacant board seat and brings the number of
independent directors to three. And in connection with his
appointment, the Company and Mr. Field entered into an offer letter
on July 24, 2024. Pursuant to the Offer Letter, Mr. Field is
entitled to an annual director's fee of $30,000 which will be paid
in four quarterly installments. Mr. Field will have the option,
solely during the first year of service, to choose between
receiving a cash payment in the amount of $7,500 per quarter or
receiving 18,750 shares of the Company's common stock, $0.0001 par
value, to be issued pursuant to the Company's 2016 Omnibus
Incentive Plan.
About Polar Power
Gardena, Calif.-based Polar Power, Inc. designs, manufactures and
sells direct current, or DC, power systems to supply reliable and
low-cost energy to off-grid, bad-grid and backup power, electric
vehicle charging, and nano grid applications.
As of December 31, 2023, the Company had $25.3 million in total
assets, $12 million in total liabilities, and $13.2 in total
stockholders' equity.
Los Angeles, California-based Weinberg & Company, P.A, the
Company's auditor since 2016, issued a "going concern"
qualification in its report dated April 1, 2024, citing that during
the year ended December 31, 2023, the Company incurred a net loss
and utilized cash in operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
PROS HOLDINGS: Reports $7.4 Million Net Loss in Fiscal Q2
---------------------------------------------------------
PROS Holdings, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $7.4 million on $82 million of total revenues for the three
months ended June 30, 2024, compared to a net loss of $13.3 million
on $75.8 million of total operating revenues for the three months
ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $18.7 million on $162.7 million of total revenues, compared
to a net loss of $32.3 million on $149 million of total revenues
for the same period in 2023.
As of June 30, 2024, the Company had $384.9 million in total
assets, $467.9 million in total liabilities, and $83 million in
total shareholders' deficit.
"We delivered a solid second quarter where we exceeded the high-end
of our guidance ranges across all metrics," stated CEO Andres
Reiner. "I am proud of our team for building the market-leading
profit and revenue optimization platform which drives immense value
for our customers, powering 4.1 trillion transactions a year, while
delivering to our long-term goal of 80% non-GAAP subscription gross
margin."
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/yc862dps
About PROS Holdings
Headquartered in Houston, Texas, PROS Holdings, Inc. (NYSE: PRO),
is a provider of AI-powered SaaS pricing, CPQ, revenue management,
and digital offer marketing solutions.
* * *
Egan-Jones Ratings Company on October 9, 2023, maintained its
'CCC-' foreign currency and local currency senior unsecured ratings
on debt issued by PROS Holdings, Inc.
PUNTO OTTICO: Continued Operations to Fund Plan Payments
--------------------------------------------------------
Punto Ottico USA LLC filed with the U.S. Bankruptcy Court for the
Southern District of New York a Plan of Reorganization under
Subchapter V dated July 18, 2024.
The Debtor is an eyeglass retailer and vision services company that
operates from two locations in New York—one in Manhattan and one
in Brooklyn.
The Debtor is a part of the Punto Ottico Humaneyes project, a
larger eyeglass project that seeks to be the meeting point of
eyeglass design visionaries, vision care specialists, and, most
importantly, the Company's customers. The Debtor was formed in
April 2021 and maintains the two Punto Ottico Humaneyes branded
retail stores and showrooms in New York.
On February 27, 2023, the Debtor was sued by Mark Propco LLC (the
"Judgment Creditor") for, inter alia, receipt of various allegedly
fraudulent transfers alter ego, in the Supreme Court of the State
of New York, County of New York, Index No. 651037/2023 (the
"Default Action"). The court in the Default Action ultimately
denied the Debtor's cross-motion and granted the Judgment
Creditor's motion for default judgment on January 31, 2024 (the
"Default Judgment Order"). On March 11, 2024, the court entered
default judgment against the Debtor in favor of the Judgment
Creditor in the amount of $963,662.01 (the "Default Judgment").
Following the entry of the Default Judgment Order and Default
Judgment, the Judgment Creditor began collection efforts against
the Debtor, culminating in a restraining notice against the
Debtor's bank account, freezing such account, and a levy upon the
Debtor's inventory at the Manhattan and Brooklyn stores.
Notwithstanding, the Default Judgment is an anomalous obligation
and the Debtor immediately undertook efforts to negotiate with its
key stakeholders (most notably, its landlords) and to retain
insolvency professionals to restructure the Debtor's business and
prepare this Plan of Reorganization that will inure to the benefit
of all of the Debtor's stakeholders.
Class 1 consists of all Allowed General Unsecured Claims against
the Debtor. In full satisfaction of their Allowed General Unsecured
Claims, Holders of Allowed Class 1 Claims shall receive payment
from the Creditor Distribution Account. On the Effective Date, the
Debtor shall establish or designate the Creditor Distribution
Account, which shall comprise of the following assets: (i) the
Effective Date Distributable Cash; and (ii) the Debtor's Projected
Disposable Income, deposited each month after the close of each
calendar month following the Effective Date.
Distribution from the Creditor Distribution Account shall be paid
each month after the close of each calendar quarter following the
Effective Date over a term of 3 years commencing after the
Effective Date. Distributions shall be made pro rata to Allowed
Class 1 Claimholders; provided, however, that no Distributions
shall be made on account of Class 1 Allowed General Unsecured
Claims until such time as all Allowed Administrative Expense Claims
have been paid in full. The maximum Distribution to Class 1
Claimholders shall be equal to the total amount of Class 1 Claims,
and no Class 1 Holder shall receive an amount greater than the
amount of its Allowed Unsecured Claim. Class 1 is Impaired.
Class 2 consists of all equitable interests in the Debtor. All
Class 2 Interests shall be retained in the same proportion existing
as of the Petition Date. Class 2 is Unimpaired.
The Plan contemplates that the Debtor will continue to manage and
operate its business in the ordinary course, but with restructured
debt obligations. Additionally, on the Effective Date, the Debtor
will establish and/or designate and fund the Creditor Distribution
Account to fund payment to the Debtor's creditors.
Funds generated from operations through the Effective Date will be
used for Plan Payments; the Debtor's cash on hand as of
Confirmation will be available for payment as Effective Date
Distributable Cash.
A full-text copy of the Plan of Reorganization dated July 18, 2024
is available at https://urlcurt.com/u?l=kYNQHX from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Joseph A. Pack, Esq.
Pack Law, P.A.
51 NE 24th St., Suite 108
Miami, FL 33137
Tel: (305) 916-4500
Email: joe@packlaw.com
About Punto Ottico USA LLC
Punto Ottico USA LLC, doing business as Punto Ottico Humaneyes, is
an Italian company that operates in the eyewear field since 1991.
Punto Ottico USA LLC sought relief under Subchapter V of Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10660) on
April 18, 2024. In the petition signed by Stefania Passatutto, as
manager, the Debtor reports estimated assets between $100,000 and
$500,000 and estimated liabilities between $1 million and $10
million.
The Honorable Bankruptcy Judge Philip Bentley handles the case.
The Debtor is represented by Joseph Pack, Esq. at Pack Law, P.A.
QLESS INC: Seeks to Hire Kurtzman Carson as Administrative Advisor
------------------------------------------------------------------
QLess, Inc. seeks approval from U.S. Bankruptcy Court for the
District of Delaware to hire Kurtzman Carson Consultants, LLC dba
Verita Global as administrative advisor.
The firm will provide these administrative services:
(a) assist with, among other things, solicitation, balloting,
and tabulation of votes, and prepare any related reports;
(b) prepare an official ballot certification and, if
necessary, testify in support of the ballot tabulation results;
(c) assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;
(d) provide a confidential data room, if requested;
(e) manage and coordinate any distributions pursuant to a
Chapter 11 plan; and
(f) provide such other processing, solicitation, balloting,
and administrative services.
The firm received a retainer in the amount of $20,000.
The firm will be paid at its standard hourly rates and will be
reimbursed for expenses incurred.
Evan Gershbein, executive vice president of Kurtzman, disclosed in
a court filing that the firm is a "disinterested person" pursuant
to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Evan Gershbein
Kurtzman Carson Consultants LLC
222 N. Pacific Coast Highway, 3rd Floor
El Segundo, CA 90245
Telephone: (310) 823-9000
Email: egershbein@kccllc.com
About QLess Inc.
QLess, Inc. was founded in 2009, in Pasadena, Calif., as a software
startup operating from the cloud serving as a queue management
platform for customers to access over the internet, thus
eliminating customer time spent waiting in line for service.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-11395) on June 19,
2024, with $5,455,608 in assets and $13,504,290 in liabilities.
James Harvey, chief executive officer, signed the petition.
Judge Brendan Linehan Shannon presides over the case.
The Debtor tapped James E. O'Neil, Esq. at Pachulski Stang Ziehl &
Jones, LLP as the Debtor's counsel, and Kurtzman Carson
Consultants, LLC as claims, noticing and solicitation agent.
QLESS INC: Unsecured Creditors to Recover 88.75% or 6.9% of Claims
------------------------------------------------------------------
QLess, Inc., filed with the U.S. Bankruptcy Court for the District
of Delaware a Plan of Reorganization dated July 19, 2024.
QLess was founded in 2009, in Pasadena, California by Alejandro
(Alex) Backer as a software startup operating from the cloud.
Backer originally created QLess to eliminate customer time spent
waiting in line for service.
QLess has operated at a net operating loss for several years. The
Debtor projects that it will finish the current fiscal year
(calendar year 2024) with an approximate net operating loss of $5
million. A significant challenge facing the Debtor in its efforts
to reach net profitability is that its legacy core product—called
Linebuster—suffers from severe technical limitations.
The Debtor recently brought to market its new product, called
Tempo, that will eventually replace Linebuster. Bringing Tempo
online was accompanied by renewed efforts to reduce operating
expenses, including approximately $2 million in savings associated
with a significant expense reduction event implemented on April 1,
2024. By continuing to grow revenue and keeping operating expenses
level, the principal approach QLess is now taking with the help of
this case, QLess believes it can move toward profitability in the
near term.
Class 4 contains all General Unsecured Claims, including the
Shareholder Lawsuit Claim, the Backer Arbitration Claim, and all
Rejection Damages Claims. Class 4 is Impaired. The Debtor believes
that all Allowed Claims in Class 4 total approximately $738,000,
comprising: (a) Claims of vendors and other general unsecured
creditors of approximately $338,000; (b) the Palisades Claim; and
(c) Rejection Damages Claims of $150,000; plus any Non-Insured
Indemnity Claims. The Backer Arbitration Claim and the Shareholder
Lawsuit Claims are Disputed. The Debtor believes they will be
Disallowed. If any of those Claims are Allowed, then the total
Allowed Claims in Class 4 will increase significantly.
* If Class 4 Votes to accept the Plan and the Backer
Arbitration Claim and the Shareholder Lawsuit Claims are
Disallowed, the Debtor estimates that the Pro Rata Distribution of
the GUC Fund to each holder of a Class 4 Claim will equal
approximately 88.75% of the value of its Claim, subject to dilution
by any Allowed Non-Insured Indemnity Claims.
* If (i) Class 4 Votes to reject the Plan such that the DIP
Lender receives an Allowed Administrative Claim of $750,000 and the
Palisades Claim is not waived, and (ii) the Backer Arbitration
Claim and the Shareholder Lawsuit Claims are Disallowed, the Debtor
estimates that the Pro Rata Distribution of the Projected
Disposable Income to each holder of a Class 4 Claim will equal
approximately 6.9% of the value of its Claim, subject to dilution
by any Allowed Non-Insured Indemnity Claims.
Class 5 contains all holders of Interests as of the Voting Record
Date. Class 5 is Impaired. On the Effective Date, in accordance
with the Amended and Restated Charter, each holder of Interests
retains all Interests held immediately before the Effective Date,
diluted to the extent of the New Preferred Shares and the MIP.
On the Effective Date, without any further action by any party or
additional order of the Bankruptcy Court other than the
Confirmation Order:
* all property of the Estate vests in the Reorganized Debtor
free and clear of all Claims except as otherwise provided in the
Plan;
* the Reorganized Debtor retains all title and interest in all
Avoidance Actions and Litigation Claims belonging to the Estate and
all their proceeds, whether from insurance or from any other
source, as well as the Debtor's rights to any insurance proceeds
and, under Sections 1123(b)(3)(B) of the Bankruptcy Code, has full
and exclusive authority as the Estate representative, without
Bankruptcy Court approval, to prosecute Avoidance Actions and
Litigation Claims in any appropriate court or tribunal and, if the
Reorganized Debtor deems it appropriate in its sole reasonable
discretion, to compromise, settle, or waive any Avoidance Action or
Litigation Claim;
* all Avoidance Actions and Litigation Claims are preserved
for the sole benefit of the Reorganized Debtor (and their proceeds
are preserved "for the benefit of the Estate" as contemplated in
Section 550 of the Bankruptcy Code) and are neither waived nor
released despite the Debtor's failure to specifically list any
Avoidance Action or Litigation Claim in the Plan, and no preclusion
doctrine such as collateral estopped, issue preclusion, res
judicata, claim preclusion, judicial or equitable estoppel, or
laches applies to any Avoidance Action or Litigation Claim on or
after Confirmation.
This Plan provides for the financial reorganization of the Debtor
through, among other things, an elimination of litigation that has
been burdening the Debtor's liquidity and profitability and a
conversion of debt the Debtor has incurred during this Case into
equity— so that the Debtor may continue growing its operations
and serving its existing and future customers.
A full-text copy of the Plan of Reorganization dated July 19, 2024
is available at https://urlcurt.com/u?l=1JuB3D from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Jeffrey N. Pomerantz, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
10100 Santa Monica Blvd., 13th Floor
Los Angeles, CA 90067-4003
Tel: (310) 277-6910
Fax: (310) 201-0760
Email: jpomerantz@pszjlaw.com
About QLess Inc.
QLess, Inc., was founded in 2009, in Pasadena, Calif., as a
software startup operating from the cloud serving as a queue
management platform for customers to access over the internet, thus
eliminating customer time spent waiting in line for service.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-11395) on June 19,
2024, with $5,455,608 in assets and $13,504,290 in liabilities.
James Harvey, chief executive officer, signed the petition.
Judge Brendan Linehan Shannon presides over the case.
The Debtor tapped James E. O'Neil, Esq. at Pachulski Stang Ziehl &
Jones, LLP as the Debtor's counsel, and Kurtzman Carson
Consultants, LLC as claims, noticing and solicitation agent.
RAP OPERATING: Seeks to Hire Rozier McKay & Willis as Accountant
----------------------------------------------------------------
Rap Operating, LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Louisiana to hire Rozier, McKay, &
Willis, as accountant.
The firm will assist the Debtor in the preparation and filing of
the tax returns, as well as assist in the analysis of various
financial documents and the handling of other accounting duties in
this case.
Rozier, McKay & Willis has no connection with the Debtor, the
creditors or any other party in interest, their respective
attorneys and accountants, the Bankruptcy Judge assigned to this
case, according to court filings.
The firm can be reached through:
Steven E. Kimball, CPA
Rozier, McKay & Willis
1407 Peterman Dr.
Alexandria, LA 71301
Telephone: (318) 442-1608
About Rap Operating
Rap Operating, LLC, is engaged in the oilfield service industry in
Central Louisiana, and is in the operation and management of
several oil wells located in Matagorda County, Texas.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. W.D. La. Case No. 23-80316) on June 2,
2023, with $98,300 in assets and $1,609,309 in liabilities. James
E. Robbins, managing member, signed the petition.
Judge Stephen D. Wheelis oversees the case.
Thomas R. Willson, Esq., represents the Debtor as legal counsel.
RAPTOR AUTO: Seeks to Extend Plan Exclusivity to January 8, 2025
----------------------------------------------------------------
Raptor Auto Transport Inc. asked the U.S. Bankruptcy Court for the
Eastern District of New York to extend its exclusivity period to
file a small business chapter 11 plan of reorganization and
disclosure statement to January 8, 2025.
The Debtor claims that it simply needs time to reach an agreement
with the Creditors with respect to adequate protection payments and
resolution of their claims filed in this case, and thereafter to
file a plan of reorganization and disclosure statement, offering
treatment to the main and other remaining Creditors of the estate.
The Debtor explains that the requested extensions of the
exclusivity period to file a plan and disclosure statement will not
harm any economic stakeholder. Rather, the time will be used to
resolve a claim filed in this case.
The Debtor states that it has responded to the exigent demand of
its chapter 11 case and has worked diligently to advance the
reorganization process. The Debtor should be afforded a full, fair
and reasonable opportunity to negotiate, propose, file and solicit
acceptances of its chapter 11 plan.
Moreover, this first requested extension of the Time period to file
a plan and disclosure statement, the exclusivity period, is
warranted and necessary to afford the Debtor a meaningful
opportunity to pursue the chapter 11 plan of reorganization process
and build a consensus among economic stakeholders, all as
contemplated by chapter 11 of the Bankruptcy Code.
Raptor Auto Transport Inc. is represented by:
Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
2799 Coney Island Avenue., Suite 202
Brooklyn, NY 11235
Telephone: (718) 513-3145
Email: alla@kachanlaw.com
About Raptor Auto Transport Inc
Raptor Auto Transport Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
24-41140) on March 14, 2024, listing up to $50,000 in assets and
$1,000,001 to $10 million in liabilities.
Judge Jil Mazer-Marino presides over the case.
Alla Kachan, Esq. at the Law Offices Of Alla Kachan P.C. represents
the Debtor as counsel.
RAYONIER ADVANCED: Posts $11.4 Million Net Income in Second Quarter
-------------------------------------------------------------------
Rayonier Advanced Materials Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting net
income of $11.39 million on $419.05 million of net sales for the
three months ended June 29, 2024, compared to a net loss of $16.75
million on $385.41 million of net sales for the three months ended
July 1, 2023.
For the six months ended June 29, 2024, the Company reported net
income of $9.82 million on $806.70 millin of net sales, compared to
a net loss of $15.14 million on $852.17 million of net sales for
the six months ended July 1, 2023.
As of June 29, 2024, the Company had $2.20 billion in total assets,
$376.60 million in total current liabilities, $752.75 million in
long-term debt, $159.97 million in non-current environmental
liabilities, $94.69 million in pension and other post-retirement
benefits, $13.87 million in deferred tax liabilities, $43.95
million in other liabilities, and $755.13 million in total
stockholders' equity.
Management Comments
"The Company delivered another solid quarter on its financial
results as we continued to improve our product mix and manage
operating costs. Demand for cellulose specialties has remained
higher than expectations and margins have improved as we have
minimized losses associated with commodity viscose pulp driven by
our decision to suspend operations at our Temiscaming High Purity
Cellulose plant. Along with solid EBITDA results, the Company
generated $69 million of Adjusted Free Cash Flow, which was
supported by the $39 million sale of our refund rights related to
our softwood lumber duties. As a result, we reduced our net
secured debt leverage ratio to 3.4 times covenant EBITDA," stated
De Lyle Bloomquist, President and CEO of RYAM. "In addition to the
solid financial results, we have also made significant progress on
executing our Biomaterials strategy. The bioethanol facility in
Tartas began shipments in April and is ramping up production. We
also continue to advance other Biomaterials projects, including
bioethanol and prebiotics at our Fernandina and Jesup plants,
respectively.
"With the better-than-expected start to 2024, reduced exposure to
commodity viscose pulp, progress in reducing operating costs and
tightening market dynamics, we are increasing our full-year 2024
Adjusted EBITDA guidance to $205 to $215 million and Adjusted Free
Cash Flow to $100 to $110 million. With this improvement in our
financial metrics, we are confident that we will refinance our
senior secured notes prior to them becoming current in early 2025,"
concluded Mr. Bloomquist.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1597672/000159767224000034/ryam-20240629.htm
About RYAM
RYAM -- http://www.RYAM.com/-- is a global leader of
cellulose-based technologies, including high purity cellulose
specialties, a natural polymer commonly used in the production of
filters, food, pharmaceuticals, and other industrial applications.
The Company also manufactures products for paper and packaging
markets. The Company has manufacturing operations in the U.S.,
Canada, and France.
Rayonier Advanced reported a net loss of $101.84 million in 2023
compared to a net loss of $14.92 million in 2022.
* * *
As reported by the TCR on June 17, 2024, Moody's Ratings affirmed
Rayonier Advanced Materials Inc.'s (RYAM) Caa1 corporate family
rating. The change in outlook to positive reflects the improvement
in liquidity and reduction in the risk of a potential covenant
breach due to covenant relief from lenders and declining secured
net leverage as a result of improving operating performance,
suspension of loss-making High Purity Cellulose (HPC) operations at
Temiscaming and sale of softwood duty refund rights. However, RYAM
has heightened refinancing risk with its ABL facility expiring in
December 2025 and senior secured notes maturing in January 2026.
The positive outlook also reflects Moody's expectation that the
company will refinance these upcoming debt maturities before they
go current.
REALTY RELIANCE: Taps DeMarco-Mitchell PLLC as General Counsel
--------------------------------------------------------------
Realty Reliance Homes LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Texas to hire DeMarco-Mitchell,
PLLC as its general counsel.
The firm will provide these services:
(a) take all necessary action to protect and preserve the
estate;
(b) prepare on behalf of the Debtor all necessary legal
papers;
(c) formulate, negotiate, and propose a plan of
reorganization; and
(d) perform all other necessary legal services in connection
with these proceedings.
The firm will be paid as follows:
Robert T. DeMarco, Esq. $400 per hour
Michael S. Mitchell, Esq. $300 per hour
Barbara Drake, Paralegal $125 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received the amount of $7,500.
Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco Mitchell, PLLC
12770 Coit Road, Suite 850
Dallas, TX 75251
Tel: (972) 578-1400
Fax: (972) 346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About Realty Reliance Homes LLC
Realty Reliance Homes LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No.
24-41568) on July 1, 2024, listing under $1 million in both assets
and liabilities.
Judge Brenda T Rhoades presides over the case.
Robert DeMarco, Esq. at DEMARCO MITCHELL, PLLC represents the
Debtor as counsel.
RECOM LLC: Seeks to Hire Cohne Kinghorn as Bankruptcy Counsel
-------------------------------------------------------------
Recom LLC seeks approval from the U.S. Bankruptcy Court for the
District of Utah to hire Cohne Kinghorn, P.C. as its general
bankruptcy counsel.
The firm will render these services:
a. preparing on behalf of the Debtor any necessary motions,
applications, answers, orders, reports and papers as required by
applicable bankruptcy or non-bankruptcy law, dictated by the
demands of the case, or required by the Court, and to represent the
Debtor in proceedings or hearings related thereto;
b. assisting the Debtor in analyzing and pursuing possible
reorganization possibilities;
c. assisting the Debtor in analyzing and pursuing any proposed
dispositions of assets of the Debtor's estate;
d. reviewing, analyzing and advising the Debtor regarding
claims or causes of action to be pursued on behalf of its estate;
e. assisting the Debtor in providing information to creditors
and parties-in-interest;
f. reviewing, analyzing and advising the Debtor regarding any
fee applications or other issues involving professional
compensation in the Debtor's case;
g. preparing and advising the Debtor regarding any Chapter 11
plan filed by the Debtor;
h. assisting the Debtor in negotiations with various creditor
constituencies regarding treatment, resolution and payment of the
creditors' claims in this case, and negotiations and discussions
with the small business trustee;
i. reviewing and analyzing the validity of claims filed in
this case and advising the Debtor as to the filing of objections to
claims, if necessary; and
j. performing all other necessary legal services as may be
required by the needs of the Debtor in the above-captioned case.
The firm will be paid at these rates:
Shareholders $250 to $500 per hour
Associates $180 to $250 per hour
Paralegals $150 to $200 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received from the Debtor an initial retainer of
$14,045.81.
George Hofmann, Esq., an attorney at Cohne Kinghorn, 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:
George B. Hofmann, Esq.
COHNE KINGHORN, PC
111 E. Broadway, 11th Floor
Salt Lake City, UT 84111
Telephone: (801) 363-4300
Email: ghofmann@ck.law
About Recom LLC
Recom LLC sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Utah Case No. 24-23750) on July 30,
2024, listing $100,001 to $500,000 in both assets and liabilities.
Judge Peggy Hunt presides over the case.
George B. Hofmann, Esq. at Cohne Kinghorn PC represents the Debtor
as counsel.
RED LOBSTER: Unsecureds' Recovery "Unknown" in Plan
---------------------------------------------------
Red Lobster Management, LLC, and its Debtor Affiliates filed with
the U.S. Bankruptcy Court for the Middle District of Florida a
Disclosure Statement for the Joint Chapter 11 Plan dated July 19,
2024.
The Debtors operate the largest North American seafood restaurant
chain, known as Red Lobster. The Debtors serve over 64 million
customers per year and account for more than half of all casual
dining seafood chain locations.
Pursuant to certain bargained-for rights under the Prepetition Term
Loan Credit Agreement, the Prepetition Term Loan Agent exercised
equity proxy rights in December 2023 and replaced the existing
managers and directors of the Debtors with Lawrence Hirsh, an
independent director with more than thirty years of restructuring
experience. In the first quarter of 2024, the Debtors attempted to
restructure their funded debt outside of a bankruptcy proceeding by
negotiating with the Prepetition Term Loan Lenders. Those
negotiations were ultimately unsuccessful and the Debtors began
preparing for these Chapter 11 Cases.
Consistent with the Debtors' sale process that was previously
approved by the Bankruptcy Court, the Plan contemplates the sale of
substantially all of the Debtors' assets, either through pursuit of
an asset sale transaction or, under the Plan, through a combination
asset sale and sale of Reorganized Debtor equity, each at the
election of the Purchaser. Depending on the outcome of the sale
process, the Debtors, in consultation with the Purchaser and with
the consent of the DIP Secured Parties, will determine which option
to pursue.
In the event of a 363 Asset Sale, all or substantially all of the
Debtors' assets will be sold to Purchaser pursuant to section 363
of the Bankruptcy Code and the Purchase Agreement. In the event of
a Reorganized Equity Sale, all or substantially of the assets of RL
Management and Red Lobster International Holdings LLC, a Delaware
limited liability company ("RL International") and the equity
interests in the other Reorganized Debtors shall be sold to
Purchaser pursuant to section 1129 of the Bankruptcy Code, the
Purchase Agreement, and the Plan. The DIP Secured Parties have
reserved the right to credit bid their debt in connection with any
such sale.
Upon the closing of the Sale Transaction, the Sale Proceeds shall
first be used to satisfy Allowed DIP Claims, Other Priority Claims,
and the Prepetition Term Loan Claims. The Plan also contemplates
the creation of the GUC Trust, which shall be established to
receive the GUC Fund and the Equityholder Litigation Claims, and to
distribute proceeds thereof in accordance with the Plan. In the
event of either a 363 Asset Sale or Reorganized Equity Sale,
projected recoveries to general unsecured creditors of the Debtors
is currently unknown and tied to litigation recoveries.
Class 4 consists of General Unsecured Claims. On the Plan Effective
Date, each holder of an Allowed Class 4 General Unsecured Claim
(except for deficiency Claims held by a holder of a Prepetition
Term Loan Claim) shall receive, in accordance with the GUC Trust
Documents, its Pro Rata Share of the beneficial interests in the
GUC Trust and the right to receive its respective Pro Rata Share of
any available GUC Litigation Proceeds or other GUC Trust Assets, if
any. Holders of Allowed General Unsecured Claims against more than
one Debtor shall be treated as having a single Allowed General
Unsecured Claim solely for purposes of any Distribution. The
treatment set forth herein with respect to the holders of Allowed
Class 4 Claims shall be in full and final satisfaction of the
Allowed Class 4 Claims.
Notwithstanding anything to the contrary contained in the Plan, no
Distributions shall be made to Prepetition Term Loan Lenders on
account of Allowed Class 4 Claims. Except as set forth in Article
VIII of the Plan, nothing contained in the Plan, the Confirmation
Order, or Definitive Documents shall compromise, modify, or affect
the rights of the Prepetition Term Loan Agent and the Prepetition
Term Loan Lenders to pursue additional recoveries from any Person
or entity that is not a Debtor in these Chapter 11 Cases.
The allowed unsecured claims total $295.1 million. This Class is
impaired.
The estimated recovery for General Unsecured Claims is "unknown",
according to the Disclosure Statement.
On the Plan Effective Date, all Interests (excluding any Sold
Equity Interests) in the Debtors shall be cancelled, released and
extinguished without distribution, and will be of no further force
or effect.
On the Plan Effective Date, the GUC Trust shall be established to
receive (i) after adequate reserve for the payment (as reasonably
determined by the Debtors in consultation with the Committee) of
all Allowed Priority Tax Claims, Allowed Other Priority Claims, and
Allowed Administrative Expense Claims that are not Assumed
Liabilities (except for DIP Claims and Allowed Professional Fee
Claims), the GUC Fund and (ii) the Equityholder Litigation Claims,
the proceeds of which shall be distributed in accordance with the
Plan. On the Plan Effective Date, the Debtors shall contribute the
GUC Fund and Equityholder Litigation Claims to the GUC Trust. In no
event shall any GUC Trust Assets of any kind be returned by, or
otherwise transferred from, the GUC Trust to any Debtor.
The Plan Administrator shall fund distributions under the Plan, to
the extent not made on the Plan Effective Date, with the Plan
Funding Amount, Sale Proceeds (if any), and proceeds of retained
Causes of Action not settled, released, assigned, discharged,
enjoined, or exculpated on or prior to the Plan Effective Date. The
Plan Administrator shall fund payment of all Allowed Administrative
Expense Claims, Priority Tax Claims and Other Priority Claims.
Professional Fee Claims shall be funded from the Professional Fee
Escrow Account.
The GUC Trustee shall make all distributions of proceeds of the
Equityholder Litigation Claims and other GUC Trust Assets in
accordance with the Plan and the GUC Trust Agreement. Except for
Assumed Liabilities arising under the Purchase Agreement, the
Purchaser shall have no responsibility to make or liability for
Distributions required under the Plan.
A full-text copy of the Disclosure Statement dated July 19, 2024 is
available at https://urlcurt.com/u?l=cbJr91 from Epiq Corporate
Restructuring, LLC, claims agent.
The Debtors' Counsel:
W. Austin Jowers, Esq.
Jeffrey R. Dutson, Esq.
Sarah L. Primrose, Esq.
Christopher K. Coleman, Esq.
Brooke L. Bean, Esq.
Taeyeong Kim, Esq.
KING & SPALDING LLP
1180 Peachtree Street, NE, Suite 1600
Atlanta, GA 30309
Tel: (404) 572-4600
E-mail: ajowers@kslaw.com
jdutson@kslaw.com
sprimrose@kslaw.com
christopher.coleman@kslaw.com
bbean@kslaw.com
tkim@kslaw.com
- and -
Michael Fishel, Esq.
KING & SPALDING LLP
1100 Louisiana, Suite 4100
Houston, TX 77002
Tel: (713) 751-3200
E-mail: mfishel@kslaw.com
About Red Lobster Seafood Co.
Red Lobster Management, LLC, owns and operates 705 Red Lobster
seafood restaurants throughout North America. Red Lobster generates
about $2.4 billion of annual revenue. Red Lobster is owned by
private equity firm Golden Gate Capital. On the Web:
http://www.redlobster.com/
Red Lobster Management and its affiliates sought Chapter 11
protection (Bankr. M.D. Fla. Lead Case NO. 24-02486) on May 19,
2024. As part of these filings, Red Lobster has entered into a
stalking horse purchase agreement pursuant to which Red Lobster
will sell its business to an entity formed and controlled by its
existing term lenders.
King & Spalding LLP is lead counsel to the Debtors; Berger
Singerman LLP serves as local counsel; and Blake, Cassel & Graydon,
LLC represents the Canadian applicants.
Alvarez & Marsal North America, LLC is serving as financial advisor
and providing corporate leadership as Chief Executive and Chief
Restructuring Officers. Jonathan Tibus, a Managing Director at
Alvarez & Marsal, serves as the debtors' CEO.
Hilco Corporate Finance is serving as M&A advisor to Red Lobster.
Keen-Summit is serving as real estate advisor.
RIBBON COMMUNICATIONS: Posts $16.8 Million Net Loss in Q2 2024
--------------------------------------------------------------
Ribbon Communications Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $16.8 million for the three months ended June 30, 2024, compared
to a net loss of $21.5 million for the three months ended June 30,
2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $47.2 million, compared to a net loss of #59.8 million for
the same period in 2023.
In the Company's condensed consolidated financial statements for
the period ended March 31, 2024, substantial doubt was raised about
the Company's ability to continue as a going concern due to the
lack of sufficient cash on hand or available liquidity to repay its
obligations under the 2020 Credit Facility that was scheduled to
mature on March 3, 2025. In response to these conditions,
management's plans included refinancing the 2020 Credit Facility
and the Company entered into a binding commitment letter for such
refinancing on May 15, 2024.
The refinancing contemplated by the binding commitment letter
closed on June 21, 2024, establishing the 2024 Credit Facility, the
proceeds of which, among other things, were used to repay all
amounts outstanding under the 2020 Credit Facility. As a result,
there is no longer substantial doubt about Ribbon Communications'
ability to continue as a going concern.
About Ribbon Communications
Ribbon Communications Inc. is a global provider of communications
technology to service providers and enterprises. The Company
provides a broad range of software and high-performance hardware
products, network solutions, and services that enable the secure
delivery of data and voice communications, and high-bandwidth
networking and connectivity for residential consumers and for
small, medium, and large enterprises and industry verticals such as
finance, education, government, utilities, and transportation. Its
mission is to create a recognized global technology leader
providing cloud-centric solutions that enable the secure exchange
of information, with unparalleled scale, performance and
elasticity. The Company is headquartered in Plano, Texas, and has
a global presence with research and development or sales and
support locations in over 30 countries around the world.
As of June 30, 2024, the Company had $1.1 billion in total assets,
$700.4 in total liabilities, and $405 million in total
shareholders' equity.
* * *
This concludes the Troubled Company Reporter's coverage of Ribbon
Communications Inc. until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
RISE MANAGEMENT: Case Summary & 19 Unsecured Creditors
------------------------------------------------------
Debtor: Rise Management, LLC
3929 Tulane Ave Suite 200
New Orleans LA 70119
Business Description: Rise Management is primarily engaged in
renting and leasing real estate properties.
The Debtor owns three properties located in
New Orleans having a total current value
of $1.3 million.
Chapter 11 Petition Date: August 7, 2024
Court: United States Bankruptcy Court
Eastern District of Louisiana
Case No.: 24-11535
Judge: Hon. Meredith S Grabill
Debtor's Counsel: Patrick Garrity, Esq.
THE DERBES LAW FIRM, LLC
3027 Ridgelake Drive
Metairie LA 70002
Tel: 504-207-0908
Email: pgarrity@derbeslaw.com
Total Assets: $2,628,537
Total Liabilities: $2,952,920
The petition was signed by Cullan Maumas of MagNola Ventures, LLC,
the Debtor's manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 19 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/TNM772I/Rise_Management_LLC__laebke-24-11535__0001.0.pdf?mcid=tGE4TAMA
ROCKIN A ELECTRIC: Unsecureds to Get 2 Cents on Dollar in Plan
--------------------------------------------------------------
Rockin A Electric LLC filed with the U.S. Bankruptcy Court for the
District of Nevada a Plan of Reorganization for Small Business
dated July 18, 2024.
The Debtor, a Nevada limited liability company, is an electrician
contractor operating out of Carson City, Nevada, and has been in
business since 2007.
The Debtor incurred significant debts to survive the Covid-19
pandemic, which included an Emergency Injury Disaster Loan (EIDL)
from the U.S. Small Business Administration, as well as high cost
and high interest merchant cash advance (MCA) loans. Those debts
became unmanageable and led to the filing of this bankruptcy
reorganization case.
The Debtor will fund the Plan by contributing his "Disposable
Income" (as defined by § 1191(d) of the Bankruptcy Code) for a
period of 60-months. The Plan Proponent's financial projections
show Debtor will have projected disposable income of $700 per
month. The final Plan payment is expected to be paid on October 31,
2029.
This Plan of Reorganization proposes to pay creditors of the Debtor
from cash flow from operations of Debtor's businesses.
Non-priority unsecured creditors holding allowed claims in Debtor's
case will receive distributions, which the proponent of this Plan
has valued at 2 cents on the dollar. This Plan also provides for
the payment of administrative and priority claims.
Class 6 consists of Non-Priority General Unsecured Creditors. Each
holder of a Class 6 non-priority unsecured Allowed Claim shall
receive their pro rata share of Debtor's Disposable Income, after
the payment in full of Administrative Claims, through the end of
the Plan Term (the "Class 6 Plan Dividend"). Any portion of a Class
6 nonpriority general unsecured claim in excess of the Class 6 Plan
Dividend shall be discharged in accordance with Article 9 of this
Plan. The allowed unsecured claims total $1,242,282. This Class is
impaired.
Class 7 Equity security holders of Debtor shall retain their
interests in the Debtor, but shall receive no disbursement on
account of such equity interest during the Plan Term.
The Debtor will use its Disposable Income during the Plan Term,
cash on hand, and profits from the operation of its business to
fund the Plan. Commencing on the Effective Date of this Plan,
Debtor's Disposable Income will be disbursed on a monthly basis and
first used to fund Debtor's required Plan payments to allowed
administrative expense claims and then Class 2 non-priority general
unsecured creditors in the order and manner set forth in Section
7.02 of this Plan.
A full-text copy of the Plan of Reorganization dated July 18, 2024
is available at https://urlcurt.com/u?l=7AODiX from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Kevin A. Darby, Esq.
Tricia M. Darby, Esq.
Darby Law Practice, Ltd.
499 W. Plumb Lane, Suite 202
Reno, NV 89509
Telephone: (775) 322-1237
Facsimile: (775) 996-7290
Email: kevin@darbylawpractice.com
tricia@darbylawpractice.com
About Rockin A Electric
Rockin A Electric LLC is an electrician contractor operating out of
Carson City, Nevada, and has been in business since 2007.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Nev. Case No. 24-50392) on April 25,
2024. In the petition signed by Ambrosia Anderson, manager, the
Debtor disclosed $118,280 in assets and $1,339,183 in liabilities.
Judge Hilary L. Barnes presides over the case.
Kevin A. Darby, Esq., at Darby Law Practice, is the Debtor's
bankruptcy counsel.
ROEBLING DEVELOPMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Roebling Development Group, LLC
44-346 Roebling Street
Brooklyn, NY 11211
Case No.: 24-43279
Business Description: The Debtor owns a vacant land located
at 344-346 Roebling Street, Brooklyn, NY
11211 valued at $8.8 million.
Chapter 11 Petition Date: August 7, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Heath S. Berger, Esq.
BERGER, FISCHOFF, SHUMER, WEXLER & GOODMAN, LLP
6901 Jericho Turnpike
Suite 230
Syosset, NY 11791
Tel: 516-747-1136
Email:
hberger@bfslawfirm.com/
gfischoff@bfslawfirm.com
Total Assets: $8,800,000
Total Liabilities: $6,450,000
The petition was signed by Choy Ling as managing member.
The Debtor indicated in the petition 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/6MTL7WY/Roebling_Development_Group_LLC__nyebke-24-43279__0001.0.pdf?mcid=tGE4TAMA
S&W SEED: Australian Unit Placed Under Administration
-----------------------------------------------------
S&W Seed Company previously announced in 2023 that it was
evaluating the possibility of a strategic transaction involving the
Company's international operations, which are headquartered within
S&W Seed Company Australia Pty Ltd, a wholly-owned subsidiary of
the Company. That process has not resulted in the consummation of a
transaction, and on July 24, 2024, S&W Australia adopted a
voluntary plan of administration based on its determination that
S&W Australia is likely to become "insolvent" within the meaning of
section 436A(1) of Australia's Corporations Act 2001.
In Australia, voluntary administration is a process whereby an
insolvent company is placed in the hands of one or more independent
administrators whose role is to investigate the company's affairs,
to report to creditors and to recommend to creditors whether the
company should enter into a deed of company arrangement,
liquidation, or be returned to its board of directors. A voluntary
administration involves an investigation of available options to
provide a better return to creditors and, if possible, to save the
business.
A number of factors combined to lead S&W Australia to conclude that
the voluntary plan of administration was necessary and advisable,
including the lack of viable strategic alternatives, Saudi Arabia's
recent discontinuation of import permits for alfalfa seed, and the
increased risk that S&W Australia would be unable to meet its
obligations under the Amended and Restated Finance Agreement with
National Australia Bank Limited, effective November 17, 2023.
S&W Australia's entry into voluntary administration constitutes an
event of default and automatic acceleration of S&W Australia's
obligations under the NAB Finance Agreement. However, such
acceleration is stayed while S&W Australia is under voluntary
administration. The NAB Finance Agreement is guaranteed by the
Company, up to a maximum of AUD $15 million (USD $9.8 million as of
June 30, 2024). The Company's obligations under the Parent
Guarantee are not subject to a stay in connection with S&W
Australia's voluntary administration.
S&W Australia's entry into voluntary administration also
constitutes an event of default under the Company's Amended and
Restated Loan and Security Agreement with CIBC Bank USA dated
December 26, 2019, as a result of a cross-default provision in the
CIBC Loan Agreement that is triggered by the event of default under
the NAB Finance Agreement. The Company is working towards a remedy
for the event of default with CIBC.
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 its
proprietary and traited products specifically through the expansion
of Double Team™ 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 cash
provided 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 operations.
SAS AB: Seeks to Hire McCann FitzGerald as Special Counsel
----------------------------------------------------------
SAS AB and its affiliates seek approval from the U.S. Bankruptcy
Court for the Southern District of New York to employ McCann
FitzGerald LLP as special counsel.
McCann had approximately 14 active matters open for the Debtors.
These matters, as well as matters in which McCann has provided
advice to the Debtors in the past, generally relate to (i) aircraft
leasing and financing, (ii) corporate governance, (iii) corporate
transactions, (iv) contract law matters, (v) real estate, and (vi)
banking and finance law (such matters collectively, Irish Special
Counsel Matters).
McCann will provide continued representation of the Debtors with
respect to the Irish Special Counsel Matters as well as with
respect to any other specific Irish law issues that may arise.
The firm will be paid at these rates:
Partners/Consultants/Of Counsel EUR750 to EUR815
(approximately $810-$880)
Senior Associates EUR590 to EUR675
(approximately $640-$730)
Associates EUR370 to EUR656
(approximately $400-$710)
The firm holds a retainer in the amount of EUR75,000 (approximately
$81,000).
Laura Deignan, a partner of McCann, disclosed in the court filings
that, neither McCann nor any partner or associate thereof
represents or holds any interest adverse to the Debtors or their
estates with respect to the Irish Special Counsel Matters.
Ms. Deignan also provide the following information addressed in
Paragraph D.1 of the U.S. Trustee Guidelines for Reviewing
Applications for Compensation and Reimbursement of Expenses Filed
Under 11 U.S.C. Sec. 330 (Appendix A to 28 C.F.R. Sec. 58):
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the twelve (12)
months prepetition, disclose your billing rates and material
financial terms for the prepetition engagement, including any
adjustments during the twelve (12) months prepetition. If your
billing rates and material financial terms have changed
postpetition, explain the difference and the reasons for the
difference.
Response: McCann represented the Debtors in the 12 months prior
to the Commencement Date in several matters applying a fee
structure based on applicable hourly rates in accordance with the
fee structure described in the Application. The rates applied in
the pre-filing restructuring work were in accordance with the fee
structure.
Question: Has your client approved your prospective budget and
staffing plan, and, if so, for what budget period?
Response: McCann is instructed on Irish Special Counsel Matters
on an ad hoc basis generally, but not exclusively, as local Irish
counsel. The McCann team working on any Irish Special Counsel
Matters is always led by a partner, with necessary support provided
by associates and trainees at the appropriate level of
qualification to ensure that the work is completed in a cost
effective and efficient manner for the Debtors.
The firm can be reached through:
Laura Deignan, Esq.
McCann Fitzgerald LLP
Riverside One
Sir John Rogerson's Quay
Grand Canal Dock
Dublin 2, D02 X576
Ireland
About Scandinavian Airlines
SAS SAB -- https://www.sasgroup.net/ -- Scandinavia's leading
airline, with main hubs in Copenhagen, Oslo and Stockholm, is
flying to destinations in Europe, USA and Asia. In addition to
flight operations, SAS offers ground handling services, technical
maintenance, and air cargo services. SAS is a founder member of the
Star Alliance, and together with its partner airlines offers a wide
network worldwide.
SAS AB and its subsidiaries, including Scandinavian Airlines
Systems Denmark-Norway-Sweden and Scandinavian Airlines of North
America Inc., sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10925) on July 5,
2022. In the petition filed by Erno Hilden, authorized
representative, SAS AB estimated assets between $10 billion and $50
billion and liabilities between $1 billion and $10 billion.
Judge Michael E. Wiles oversees the cases.
The Debtors tapped Weil, Gotshal & Manges, LLP as global legal
counsel; Mannheimer Swartling Advokatbyra AB as special counsel;
FTI Consulting, Inc. as financial advisor; Ernst & Young AB as tax
advisor; and Seabury Securities, LLC and Skandinaviska Enskilda
Banken AB as investment bankers. Seabury is also serving as
restructuring advisor. Kroll Restructuring Administration, LLC is
the claims agent and administrative advisor.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Willkie Farr & Gallagher, LLP.
SILVERBILLS INC: Eric Huebscher Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Trustee for Region 2 appointed Eric Huebscher of Huebscher
& Co. as Subchapter V trustee for Silverbills Inc.
Mr. Huebscher will be paid an hourly fee of $425 for his services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Huebscher declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Eric Huebscher
Huebscher & Co.
301 E 87th St. - 20E
New York, NY 10128
Phone: 917-763-3891
Email: ehuebscher@huebscherconsulting.com
About Silverbills Inc.
Silverbills Inc. is revolutionizing household bills using secure
proprietary software and personal support. SilverBills manages the
entire bill paying process: receiving, analyzing, storing, and
paying.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-11323) on July 30,
2024, with $3,343 in assets and $1,380,812 in liabilities.
Nathaniel Eberhart, CEO and director, signed the petition.
Judge Philip Bentley presides over the case.
Dawn Kirby, Esq. at KIRBY AISNER & CURLEY LLP represents the Debtor
as legal counsel.
SOUL QUEST: Taps Nardella & Nardella as Bankruptcy Counsel
----------------------------------------------------------
Soul Quest Church of Mother Earth Inc. seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to hire
Nardella & Nardella, PLLC as bankruptcy counsel.
The firm will provide these services:
a. advise and counsel the debtor-in possession concerning the
operation of its business in compliance with Chapter 11 and orders
of this court;
b. defend any causes of action on behalf of the
debtor-in-possession;
c. prepare, on behalf of the debtor-in-possession, all
necessary applications, motions, reports, and other legal papers in
the Chapter 11 case;
d. assist in the formulation of a plan of reorganization and
preparation of a disclosure statement; and
e. provide all services of a legal nature in the field of
bankruptcy law.
The firm will be paid at these rates:
Partners $550 per hour
Associates $300 per hour
Paraprofessionals $225 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Nardella required a fee advance in the amount of $51,107.50 for
pre-petition and post-petition services and expenses to be
incurred.
Frank M. Wolff, a partner at Law Firm of Nardella & Nardella, 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:
Frank M. Wolff, Esq.
Law Firm of Nardella & Nardella, PLLC
135 W. Central Blvd., Suite 300
Orlando, FL 32801
Tel: (407) 966-2680
Email: fwolff@nardellalaw.com
About Soul Quest Church of Mother Earth Inc.
Soul Quest Church of Mother Earth Inc., doing business as Soul
Quest Ayahuasca Church of Mother Earth, Inc., is spiritual retreat
center that offers a variety of alternative healing methods & all
natural substances.
Soul Quest Church of Mother Earth Inc. sought relief under Chapter
11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-03612)
on July 15, 2024. In the petition filed by Christopher Young, as
president, the Debtor reports estimated assets between $100,000 and
$500,000 and estimated liabilities between $1 million and $10
million.
The Honorable Bankruptcy Judge Lori V. Vaughan handles the case.
The Debtor is represented by Frank M. Wolff, Esq. at NARDELLA &
NARDELLA PLLC.
SUNPOWER CORP: Grants Retention Bonuses to Executives
-----------------------------------------------------
SunPower Corporation, disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that the Company entered
into retention bonus letters with Elizabeth Eby and Eileen Evans.
On July 25, 2024, Ms. Eby was awarded a retention bonus of $97,000,
which is set to vest on September 30, 2024. Meanwhile, Ms. Evans
received a retention bonus of $373,000 on July 24, 2024, with the
vesting date scheduled for January 31, 2025.
The Retention Bonuses were pre-paid to the named executive officers
on July 26, 2024, and are required to be repaid if the named
executive officer's employment is terminated by the Company for
cause or by the named executive officer (other than due to death or
disability) prior to the applicable vesting date.
About SunPower
Headquartered in Richmond, California, SunPower (NASDAQ: SPWR) --
https://www.sunpower.com/ -- is a residential solar, storage and
energy services provider in North America. SunPower offers solar +
storage solutions that give customers control over electricity
consumption and resiliency during power outages while providing
cost savings to homeowners.
As of October 1, 2023, the Company had $1.45 billion in total
assets and $1.02 billion in total liabilities.
SunPower Corporation cautioned in its Form 10-Q Report filed with
the U.S. Securities and Exchange Commission for the quarterly
period ended October 1, 2023, that substantial doubt exists about
its ability to continue as a going concern. According to the
Company, for the three and nine months ended October 1, 2023, it
had recurring operating losses and, as of October 1, it breached a
financial covenant and a reporting covenant of its Credit
Agreement, dated as of September 12, 2022. The breaches created
events of default thereunder, which enables the requisite lenders
under the Credit Agreement to demand immediate payment or exercise
other remedies. These events raise substantial doubt about the
Company's ability to continue as a going concern.
SYNAPSE FINANCIAL: Trustee Taps GlassRatner as Financial Advisor
----------------------------------------------------------------
Jelena McWilliams, the Trustee for Synapse Financial Technologies,
Inc., seeks approval from the U.S. Bankruptcy Court for the Central
District of California to employ GlassRatner Advisory & Capital
Group LLC d/b/a B. Riley Advisory Services as her financial
advisor.
The firm will render these services:
a) assist in obtaining possible DIP financing proposals and
evaluating and negotiating a DIP financing;
b) conduct a sale process for the assets of Synapse's estate,
including assisting in the development of the sale procedures,
timeline and other matters necessary to consummate a sale;
c) evaluate the existing information available to prospective
buyers and to identify and assemble other information for buyer due
diligence;
d) identify critical operational and financial information and
data gaps;
e) perform forensic accounting and litigation support services
as requested by the Trustee or her counsel, including for example,
identifying and reconciling accounts and documenting any apparent
customer funds shortfall;
f) assist with identifying and evaluating potential causes of
action and recoveries;
g) Assist in developing and monitoring interim operating and
administrative expense budgets;
h) identify and assist in managing any interim employees,
vendors or contractors required to maintain, access and evaluate
the Synapse systems and data;
i) assist with the wind-down of the Debtors' operations, as
needed;
j) evaluate, analyze and advise the Trustee and counsel
regarding claims, claims objection, distributions to beneficiaries,
and calculation of potential distributions to beneficiaries under
various scenarios;
k) provide schedules and reports that can be used to document
and support distributions to Synapse customers;
l) prepare quarterly financial reports and other statutory
reports required by the Court; and
m) perform other financial advisory tasks as requested by the
Trustee or her counsel.
The firm will be paid at these rates:
Senior Managing Directors $595 to $900 per hour
Directors & Managing Directors $395 to $750 per hour
Other $275 to $495 per hour
In addition to hourly compensation, the Trustee has agreed, to
provide B. Riley with a contingent success fee equal 5 percent of
the first $10,000,000 of gross transaction value for such sale or
other transaction, plus 3.5 percent of the gross transaction value
in excess of $10,000,000, payable at closing.
Seth Freeman, managing director with GlassRatner Advisory & Capital
Group, attests that GlassRatner is a "disinterested person" as that
term is defined by Bankruptcy Code section 101(14).
The Advisor can be reached through:
Seth R. Freeman
GlassRatner Advisory & Capital Group, LLC
100 Drakes Landing, Suite 1-305
Greenbrae, CA 94904
Direct: (415) 229-4860
Mobile: (925) 899-1550
Email: sfreeman@brileyfin.com
About Synapse Financial Technologies, Inc.
Headquartered in San Francisco, California, Synapse Financial
Technologies, Inc. -- https://synapsefi.com/ -- is a
banking-as-a-service platform for embedded finance solutions
worldwide.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 24-10646) on April 22, 2024. In the
petition signed by Sankaet Pathak, chief executive officer, the
Debtor disclosed up to $50 million in assets and liabilities.
Judge Martin R. Barash oversees the case.
Ron Bender, Esq., at Levene, Neale, Bender, Yoo & Golubchik L.L.P.,
is the Debtor's legal counsel.
TAMPA LIFE: Seeks to Extend Plan Exclusivity to Oct. 2
------------------------------------------------------
Tampa Life Plan Village, Inc., asked the U.S. Bankruptcy Court for
the Middle District of Florida to extend its exclusivity periods to
file a plan of reorganization and obtain acceptance thereof to
October 2 and December 1, 2024, respectively.
The Debtor explains that the paramount objective of this Chapter 11
case is to sell substantially all of the its assets pursuant to the
Bid Procedures and Sale Motion and the consummation of a Chapter 11
plan. The periods for exclusively filing a Chapter 11 plan and
exclusively soliciting votes on such plan under Section 1121 of the
Bankruptcy Code were intended to afford a debtor a full and fair
opportunity to achieve these objectives without the disruption that
might be caused by the filing of competing Chapter 11 plans.
The Debtor claims that termination of exclusivity could be very
disruptive to its efforts to develop a Chapter 11 plan. At this
time, the Debtor is in the middle of dealing with the sale, and
cannot formulate a plan without knowing what the plan is to
distribute. Moreover, if exclusivity terminates and competing
Chapter 11 plans are filed, resources and energy will necessarily
be diverted from negotiating a consensual Chapter 11 plan to
prosecuting and defending competing Chapter 11 plans.
The Debtor asserts that the requested extensions of the Exclusive
Periods will provide them and all other parties in interest an
opportunity to develop fully the grounds upon which serious
negotiations toward a Chapter 11 plan can be based. Affording the
Debtor a full opportunity to undertake an extensive review and
analysis of its assets and claims and to complete the sale will
only help the Debtor to formulate a plan and seek consensus with
all parties in interest.
Accordingly, the Debtor should be granted a full and fair
opportunity to negotiate, propose and seek acceptance of a Chapter
11 plan. The Debtor is seeking a 60 day extension of the Exclusive
Periods. The Debtor believes that the requested extension of the
Exclusive Periods is warranted and appropriate under the
circumstances, particularly since the Motion is the Debtor's first
request for an extension.
Further, the Debtor submits that the requested extension is
reasonable and necessary, will not prejudice the legitimate
interest of creditors and other parties in interest, and will
afford the Debtor a meaningful opportunity to pursue a consensual
plan, all as contemplated by Chapter 11 of the Bankruptcy Code.
Tampa Life Plan Village, Inc., is represented by:
Steven R. Wirth, Esq.
401 East Jackson Street, Suite 1700
Tampa, FL 33602
Phone: (813) 209.5093
Email. steven.wirth@akerman.com
Andrea S. Hartley, Esq.
Three Brickell City Centre
95 Southeast Seventh Street, Suite 1100
Miami, FL 33131
Phone: (305) 982.5682
Email: andrea.hartley@akerman.com
About Tampa Life Plan Village
Tampa Life Plan Village, Inc. d/b/a Unisen Senior Living in Tampa,
Florida, is a not-for-profit lifecare retirement.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01885) on April 5,
2024. In the petition signed by Ronald Shuck, director, the Debtor
disclosed up to $50 million in assets and up to $500 million in
liabilities.
Judge Roberta A. Colton oversees the case.
Steven R. Wirth, Esq., at Akerman LLP, is the Debtor's legal
counsel.
TULSA PYTHIAN: S&P Lowers 2016A Revenue Bond Rating to 'BB+'
------------------------------------------------------------
S&P Global Ratings lowered its rating on Tulsa County Industrial
Authority, Okla.'s series 2016A multifamily housing revenue bonds,
issued for Tulsa Pythian Manor Inc., Ga.'s Tulsa Pythian Manor and
Pythian Manor West apartments projects, by one notch to 'BB+' from
'BBB-'. The outlook is negative.
"The rating action reflects significantly weaker debt service
coverage in fiscal 2023 at the two affordable housing properties
securing the bonds due to increased vacancies and operating
expenses, as well as our expectation that the three-year average
S&P Global Ratings-calculated debt service coverage will likely
remain below 1.25x within the next year," said S&P Global Ratings
credit analyst Shirley Flores.
S&P said, "The negative outlook reflects our view that, although
information provided by the property manager indicates a potential
improvement in debt service coverage (DSC) in the second half of
2024, the properties still have ongoing repair and maintenance
costs that have more than doubled since COVID, which could affect
the project's ability to turn units around and could continue to
pressure cash flows in 2024 and 2025. Coverage fell in fiscal 2023
to below 1x, and if it does not improve in 2024 to above 1x and
remain at a stronger level in 2025, the rating could be lowered. In
accordance with the negative outlook, we assess a one-in-three
likelihood of an additional downgrade during the outlook period.
"We could lower the rating further if the S&P Global
Ratings-calculated DSC does not improve in fiscal years 2024 and
2025, or if the project experiences material volatility year over
year due to increased expenses, decreased revenue, decreased
occupancy, or other economic factors that could weaken the
project's financial strength. We could also lower the rating if our
assessment of management and governance worsens as a result of
evidence of mismanagement that weakens the financial and
operational performance of the portfolio, or if vacancies were to
increase significantly and the physical condition of the properties
were to further deteriorate, causing their market position to
weaken.
"A very weak coverage and liquidity assessment constrains the
rating to the 'BB' rating category. However, we could revise the
outlook to stable if the projects were to demonstrate materially
improved financial and operational performance, evidenced by a S&P
Global Ratings-calculated DSC at or above 1.25x for at least two
periods, while the project maintains high occupancy, with other
credit factors remaining stable. We could also revise the outlook
to stable if the DSC is sustained above 1.1x and the project
maintains a high occupancy, with other credit factors remaining
stable."
TURNING POINT: Moody's Hikes CFR to B1 & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Ratings upgraded Turning Point Brands, Inc.'s Corporate
Family Rating to B1 from B2 and its Probability of Default Rating
to B1-PD from B2-PD. Moody's affirmed the B1 rating on Turning
Point's senior secured notes due 2026. Turning Point's SGL-2
speculative grade liquidity ("SGL") was unchanged. The outlook
changed to stable and was previously positive.
The upgrade of the CFR reflects the company's stable operating
performance and free cash flow and lower leverage following the
repayment of the company's convertible notes that matured in July
2024 with cash. Turning Point has demonstrated that earnings and
free cash flow are benefiting from increased stability following
the shift in strategy under CEO Graham Purdy away from
acquisition-focused growth and towards operational execution and
expansion of the consumer reach of Turning Point's products and
distribution. Restructuring of its Creative Distribution Solutions
("CDS") distribution business has helped stabilize profitability
albeit at a low margin. Gross leverage has declined following the
repayment of the remaining $118 million unsecured convertible notes
at the July 15, 2024 maturity date with cash. Management has also
lowered its leverage target by 0.5x and intends to operate the
business with net and gross debt-to-EBITDA between 2.0x-3.0x (based
on company calculations; 2.3x for the 12 months ended June 2024)
indicating a continued commitment to operating the business with a
more conservative financial policy and lower leverage.
Moody's expect that expansion of the Zig-Zag portfolio into
alternative distribution channels such as dispensaries and head
shops, increasing consumption of cannabis in US markets, relatively
steady demand for Stoker's value oriented smokeless tobacco
products, and the scaling of new products will support low-to-mid
single digit revenue growth and improvement in the EBITDA margin.
Turning Point's earnings were impacted by consumers economizing
spending and retailer destocking in 2023 across traditional
channels. Pressure on consumer spending from high interest rates
and the long-term secular declines from consumers reducing tobacco
usage remain key concerns and potential downside risk to Moody's
expectation for continued modest revenue and earnings expansion.
Consumers trading down to Stoker's value, pricing actions, and
scaling of Turning Point's tobacco-free smokeless nicotine product
will help to partially offset these declines. Additionally,
debt-to-EBITDA leverage of roughly 2.8x for the 12 months ended
June 2024 (including Moody's adjustments) and pro forma for the
repayment of the convertible notes, good liquidity, and expected
free cash flow of $40-$50 million affords the company some
flexibility to withstand operational headwinds or to invest into
new growth opportunities. Moody's anticipate that the company will
maintain debt-to-EBITDA including Moody's adjustments at or below
3.5x.
The B1 rating on the senior secured notes is one notch above the B2
implied output of the loss given default model. The override
accounts for the senior secured notes being the preponderance of
funded debt in the debt structure and Moody's expectation that
Turning Point will not meaningfully utilize the asset backed
lending facility ("ABL"). The ABL has a priority claim on
receivables and inventory. Moody's affirmed the secured note rating
despite the CFR upgrade because the instrument rating continues to
reflect Moody's view on expected loss and the secured notes no
longer benefit from the loss absorption cushion provided by the now
retired senior unsecured convertible notes.
RATINGS RATIONALE
Turning Point's B1 CFR reflects the company's moderate financial
leverage, relatively small size, and growth challenges related to
tobacco product categories that are facing declining volumes.
Turning Point competes against significantly larger, better
resourced, and well-known branded tobacco manufacturers, as well as
a variety of smaller companies focused on niche market segments.
Regulatory risks are high given the regulated nature of its
products and focus by the Food and Drug Administration (FDA) on
tobacco and nicotine product categories. The company has also
historically faced material execution risk associated with pursuing
an acquisition-focused growth strategy particularly into
new-generation products. Turning Point's credit profile benefits
from good market share and position in niche tobacco categories,
positive free cash flow generation, and minimal capital spending
requirements in its asset-light model where most production is
outsourced aside from moist snuff. The company's good liquidity
provides flexibility to execute its operational improvement
strategies over the next year. A shift in company strategy after
the appointment of Graham Purdy to CEO in October 2022 is
delivering more consistent earnings and cash flow. Turning Point is
focused on improving operational execution and expanding the
consumer reach of its products and distribution platforms to drive
organic revenue growth. The change is at least partly in response
to the challenging macroeconomic environment. Moody's expect in the
B1 CFR that the company will maintain conservatism around M&A and
maintain financial flexibility rather than pursue material
shareholder distributions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectation that Turning Point
Brands will continue see stable operating performance marked by
steady revenue growth driven by distribution gains into new
channels and expansion of newly launched products while sustaining
a solid EBITDA margin, good liquidity, and annual free cash flow of
at least $40 million. Further, Moody's expect Turning Point will
remain committed to a financial policy that positions the company
to operate with leverage within its gross and net debt-to-EBITDA
target of 2.0x – 3.0x and below 3.5x gross debt-to-EBITDA on a
Moody's adjusted basis.
Moody's may upgrade the ratings if Turning Point increases scale
and strengthens its market position across larger product
categories, maintains a stable to higher EBITDA margin, and reduces
and sustains debt-to-EBITDA below 2.0x. An upgrade would also
require very good liquidity, higher free cash flow, and commitment
to a more conservative financial strategy.
Moody's may downgrade the ratings if operating performance
deteriorates due to factors such as volume or pricing pressure or
higher costs, or if free cash flow-to-debt is below 12.5%. Moody's
may also downgrade the rating if product distribution is reduced or
halted due to regulatory actions, the company pursues debt-financed
acquisitions or shareholder distributions, debt-to-EBITDA is
maintained above 3.5x, or liquidity deteriorates.
ENVIRONMENTAL SOCIAL AND GOVERNANCE CONSIDERATIONS
Turning Point's CIS-5 indicates that the rating is lower than it
would have been if ESG risk exposures did not exist and that the
negative impact is more pronounced than for issuers scored a CIS-4.
The score primarily reflects the company's very high exposure to
social risks related to customer relations and demographic and
societal pressures exemplified by the high regulatory restrictions
on sales and marketing of nicotine products and general risks from
consumers shifting away from nicotine and tobacco given the overall
consumer trends towards health and wellness. Regulatory frameworks
are likely to continue to evolve to promote a steady reduction in
tobacco and nicotine usage although smokeless nicotine products are
likely to have longer staying power than their inhalant forms. The
score also reflects environmental risks stemming from use of water
and governance risks driven by a financial policy where leverage is
high given the company's operating profile. The company's
redesignation in 2023 of the subsidiary housing CDS as an
unrestricted subsidiary also evidences governance risk because it
unfavorably moves CDS' asset value away from creditors.
The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.
Turning Point Brands, Inc. manufactures and sells smokeless tobacco
products, smoking products, and new-generation (NewGen) products.
The company's three focus segments are led by Zig-Zag, Stoker's and
Creative Distribution Solutions. Smokeless products include loose
leaf chewing tobacco, moist snuff, moist snuff pouches, and snus.
Smoking products consist of cigarette papers, large cigars,
make-your-own (MYO) cigar wraps, MYO cigar smoking tobacco, MYO
cigarette smoking tobacco and traditional pipe tobacco. Creative
Distribution Solutions is mainly a distribution business for items
such as liquid vapor products, tobacco vaporizer products, a range
of non-tobacco products, and other non-nicotine products. Annual
revenues for the publicly-traded company are approximately $404
million for the last twelve-month period ending June 2024.
TW AUTOMATION: Unsecureds Will Get 10% via Quarterly Payments
-------------------------------------------------------------
TW Automation, LC, filed with the U.S. Bankruptcy Court for the
District of Kansas a First Amended Subchapter V Plan of
Reorganization dated July 18, 2024.
The Debtor designs, builds and installs robot systems for
manufacturing customers. The Debtor buys the robots and components
and integrates these into a manufacturing process cell to perform
the tasks required by the customers.
The business was founded in 1996. The ownership group comprised of
David Stadtmueller, Thomas Stadtmueller, Jason Luzar and Robert
Wayman, Jr. acquired the business in 2013. Wayman and Luzar became
more active in 2020 due to management and legal issues within the
business. David Stadtmueller abandoned the business in 2021 and Tom
Stadtmueller abandoned the business in 2022.
The Debtor will continue to operate its business. Initially, the
U.S. Small Business Administration ("SBA") (EIDL Loan) loaned funds
to the Debtor for the operation of its business and its debt was
secured with all of Debtor's assets.
Subsequently, The Debtor borrowed funds from the Small Business
Bank ("SBB"), which loan was an SBA guaranteed loan. Debtor also
pledged all of its assets to secure repayment of the SBB loan.
The Debtor is in advanced discussions and negotiations with the SBB
whereby the SBB would extend a plan exit loan in the amount of
$75,000 and the parties will enter into a refinancing agreement
whereby the existing balance of $420,977.27 would be modified and
an additional all with the $75,000 fresh funds and SBB will be
granted a first priority perfected security interest in all of
Debtor's assets to secure repayment of the both notes, with the
$75,000 note subordinate to the existing SBB note.
The SBB believes that the SBA will agree to subordinate its EIDL
loan to that of the SBB's newly refinanced loan, pursuant to
existing SBA regulations and policy. The terms of this deal have
not been finally approved by SBB and its Board and thus are not
binding against SBB and remain subject to documentation, approval
of its Board, and the Effective Date of this Plan. If a final
agreement is reached between SBB and the Debtor, SBB shall have a
full release of any and all claims held by the Debtor and a first
priority perfected and fully Allowed Secured Claims for both notes
against all assets of the Debtor.
If the SBA subordinates its claim to SBB, the SBA claim shall be
treated as part of the unsecured non-priority class.
The source of funding for the Plan will come from the revenues
generated in the operation of the Debtor's business.
Class 3 consists of General Unsecured Claims. Once objections to
claims are resolved, the Allowed Unsecured Non-Priority Claims will
be paid 10% in quarterly payments. The payments will start 6 months
following the Effective Date and will be paid over a five 5-year
period (which would end 5.5 years after the Effective Date). This
Class is impaired.
Class 4 consists of Equity Interest holders. Equity interest
holders will continue to own their respective membership interests.
Robert Wayman has been working an average of 130 hours per month
(3/4 of full time). He has not received a salary and will not
expect to receive a salary for the next 5 years while the Plan
payments are being made.
Robert Wayman, Jr. is contributing services valued at approximately
$7,500 per month for a period of 60 months or a total value of
$450,000.
The Debtor shall make all payments required under this Plan with
its future income. To the extent the Plan provides for any balloon
or lump sum payment, Debtor may seek financing to satisfy these
obligations.
A full-text copy of the First Amended Subchapter V Plan dated July
18, 2024 is available at https://urlcurt.com/u?l=QWnLre from
PacerMonitor.com at no charge.
The Debtor's Counsel:
Erlene W. Krigel, Esq.
KRIGEL & KRIGEL, PC
4520 Main Street, Suite 700
Kansas City, MO 64111
Tel: 816-756-5800
Fax: 816-756-1999
About TW Automation
TW Automation, LC, is an automation company in Lenexa, Kansas.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Kan. Case No. 23-21184) on Oct. 5, 2023,
with $320,183 in assets and $1,473,191 in liabilities. Jason
Luzar, member, signed the petition.
Judge Robert D. Berger oversees the case.
Erlene W. Krigel, Esq., at Krigel & Krigel, PC, is the Debtor's
legal counsel.
UNITED TRUSTT: Taps Regional Bankruptcy Center as Counsel
---------------------------------------------------------
United Trustt LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania to hire Regional Bankruptcy
Center of Southeastern PA, P.C., and the Law Offices of Michael A.
Latzes, P.C. to serve as legal counsel in its Chapter 11 case.
The firms will bill their normal hourly rate of $300 per hour for
all services.
Both firms disclosed in a court filing that they are "disinterested
persons" as the term is defined in Section 101(14) of the
Bankruptcy Code.
The firms can be reached through:
Roger V. Ashodian, Esq.
Regional Bankruptcy Center of Southeastern PA, P.C.
101 West Chester Pike, Suite 1A
Havertown, PA 19083
Telephone: (610) 446-6800
Email: ecf@schollashodian.com
-- and --
Michael A. Latzes, Esq.
Law Offices of Michael A. Latzes, P.C.
1528 Walnut St # 710
Philadelphia, PA 19102
Telephone: (215) 695-4171
About United Trustt
United Trustt LLC is a Wilmington-based company engaged in
activities related to real estate.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-12255) on June 29,
2024, with $1 million to $10 million in assets and $500,000 to $1
million in liabilities. Toure I. Phipps - Henderson, managing
member, signed the petition.
Judge Ashely M. Chan presides over the case.
Roger V. Ashodian, Esq., and Michael. A. Latzes, Esq., at Regional
Bankruptcy Center of Southeastern PA, P.C. represents the Debtor as
legal counsel.
VEGAMON ENTERPRISES: Hires Freeman Law as Bankruptcy Counsel
------------------------------------------------------------
Vegamon Enterprises, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire Freeman Law, PLLC,
to handle its Chapter 11 case.
The firm's hourly rates are as follows:
Gregory W. Mitchell $585
Jason B. Freeman $735
Associates $365
Paralegal $250
Paraprofessionals $165
Legal Assistants $150
In addition, the firm will receive reimbursement for work-related
expenses incurred.
As disclosed in court filings, Freeman Law's attorneys are
"disinterested" pursuant to Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Gregory W. Mitchell, Esq.
Freeman Law, PLLC
1412 Main Street, Suite 500
Dallas TX 75202
Tel: (972) 463-8417
Email: gmitchell@freemanlaw.com
About Vegamon Enterprises
Vegamon Enterprises, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr.N.D. Tex. Case No.
24-32059) on July 28, 2024, listing $500,001 to $1 million in both
assets and liabilities. Gregory Wayne Mitchell, Esq. at Freeman
Law, PLLC represent the Debtor as counsel.
VERTEX ENERGY: Updates Loan Agreement, Secures $20MM in Term Loan
-----------------------------------------------------------------
Vertex Energy, Inc. previously filed a Current Report on Form 8-K
with the Securities and Exchange Commission disclosing that on
April 1, 2022, Vertex Refining Alabama LLC, a Delaware limited
liability company which is indirectly wholly-owned by the Company;
the Company, as a guarantor; substantially all of the Company's
direct and indirect subsidiaries, as guarantors; certain funds and
accounts under management by BlackRock Financial Management, Inc.
or its affiliates, as lenders, certain funds managed or advised by
Whitebox Advisors, LLC, as lenders, certain funds managed by
Highbridge Capital Management, LLC, as lenders, Chambers Energy
Capital IV, LP, as a lender, CrowdOut Capital LLC, as a lender,
CrowdOut Credit Opportunities Fund LLC, as a lender; and Cantor
Fitzgerald Securities, in its capacity as administrative agent and
collateral agent for the Lenders, entered into a Loan and Security
Agreement.
On July 24, 2024, the Loan Parties entered into an Amendment Number
Seven and Limited Consent to Loan and Security Agreement, with the
Lenders, and the Agent, pursuant to which (a) the New Lender agreed
to provide a term loan in the amount of $20 million; (b) the
Lenders consented to permitting consolidated liquidity of the Loan
Parties to be less than $25,000,000, but not less than $15,000,000,
in each case, for any period of more than three consecutive
business days prior to September 24, 2024; and (c) the Lenders
consented to certain other amendments to the Loan and Security
Agreement and the parties agreed to certain other mutually
negotiated changes to the Loan and Security Agreement, each as
discussed below.
Amendment No. Seven to the Loan Agreement (a) requires the Company
to appoint a Chief Restructuring Officer, which appointment, (b)
includes additional information covenants with respect to cash flow
and variance reporting unless the Company attains certain levels of
consolidated liquidity, and (c) provides for additional events of
default, including the failure to comply with the additional
covenants noted above and failure to achieve certain milestones,
including subject to certain levels of consolidated liquidity, the
entry into a restructuring support agreement with the Lenders to
effectuate a restructuring of the Company's capital structure.
Effective on July 24, 2024, the Company, appointed Seth Bullock as
Chief Restructuring Officer.
Mr. Bullock, age 51, is a Managing Director of Alvarez & Marsal
North America, LLC, a management advisory and consulting firm. Mr.
Bullock joined A&M as a Managing Director in 2014. Mr. Bullock
leads A&M's Oil & Gas Restructuring practice and advises distressed
companies, lenders and creditors on both in-court and out-of-court
restructurings and turnarounds. He has more than 20 years of
restructuring, interim management, liquidity management, distressed
investing, capital raising and distressed mergers and acquisitions
(M&A) expertise. Prior to joining A&M, Mr. Bullock worked with
several restructuring and investment advisory firms. Mr. Bullock
earned a bachelor's degree in Finance from Loyola University, New
Orleans and is a CFA Charterholder.
In connection with Mr. Bullock's appointment, the Company and A&M
entered into an engagement letter for Mr. Bullock's services as the
Company's CRO. Mr. Bullock's compensation for the CRO position is
included as part of the fees paid by the Company to A&M and there
are no additional, and no anticipated additional, compensatory
arrangements between the Company and Mr. Bullock in connection with
his performance as the CRO beyond such fees paid by the Company to
A&M. Other than as disclosed in this Current Report on Form 8-K,
there are no arrangements or understandings between Mr. Bullock and
any other person pursuant to which Mr. Bullock was appointed to
serve as CRO and there are no family relationships between Mr.
Bullock and any director or executive officer of the Company. Since
the beginning of the Company's last fiscal year, the Company has
not engaged in any transactions, and there are no proposed
transactions, or series of similar transactions, in which the
Company was or is to be a participant and in which Mr. Bullock had
a direct or indirect material interest in which the amount involved
exceeds or exceeded $120,000.
The proceeds of the New Loan can be used by the Company (i) for
general corporate purposes, consistent with the Approved Forecast,
and (ii) to pay certain fees and expenses associated with the
closing of the transactions contemplated by the New Loan (the "Fees
and Expenses").
The New Lender advanced Vertex Refining the New Loan (less the Fees
and Expenses) on July 25, 2024.
The amounts outstanding under the Term Loan (including the New
Loan), will bear interest at a rate per annum equal to the sum of
(i) the greater of (x) the per annum rate publicly quoted from time
to time by The Wall Street Journal as the "Prime Rate" in the
United States minus 1.50% as in effect on such day and (y) the
Federal Funds rate for such day plus 0.50%, subject in the case of
this clause (i), to a floor of 1.0%, plus (ii) 10.25%. Interest on
the New Loan is payable in cash (i) quarterly, in arrears, on the
last business day of each calendar quarter, commencing on the last
business day of the calendar quarter ending September 30, 2024,
(ii) in connection with any payment, prepayment or repayment of the
Term Loans (including as discussed in greater detail below), and
(iii) at maturity (whether upon demand, by acceleration or
otherwise).
The Company also agreed to pay certain fees and transaction
expenses in connection with the New Loan, including an exit fee
calculated to pay the New Lender providing the New Loan a multiple
of invested capital of 1.20x on the amount of the New Loan.
Amounts owed under the Loan and Security Agreement, including the
New Loan, if not earlier repaid, are due on April 1, 2025.
Pursuant to the Loan and Security Agreement, on September 30, 2024,
and December 31, 2024, Vertex Refining is required to repay
$266,158 of the principal amount of the New Loan, along with an
aggregate of $2.9 million under the other Term Loan borrowing.
The amount of the Term Loan is secured by substantially all of the
present and after-acquired assets of the Company and its
subsidiaries. Additionally, Vertex Refining's obligations under the
Loan and Security Agreement are jointly and severally guaranteed by
substantially all of the Company's subsidiaries and the Company.
The Loan and Security Agreement includes customary representations
and warranties, and affirmative and negative covenants of the Loan
Parties for a facility of this size and type, including prohibiting
the Loan Parties from creating any indebtedness without the consent
of the Lenders, subject to certain exceptions, and requiring the
Loan Parties to have no less than $25 million of unrestricted cash
for any period of more than three consecutive business days (except
through September 24, 2024, which minimum unrestricted cash
threshold is $15 million). The Loan and Security Agreement includes
customary events of default for transactions of this type,
including failures to pay amounts due, bankruptcy proceedings,
covenant defaults, attachment or seizure of a material portion of
the collateral securing the Loan and Security Agreement, cross
defaults, if there is a default in any agreement governing
indebtedness in excess of $3,000,000, resulting in the right to
accelerate such indebtedness, certain judgments against the Loan
Parties, misrepresentations by the Loan Parties in the transaction
documents, insolvency, cross default of an Offtake and Supply
Agreement previously entered into by the Company, a Change of
Control (as defined in the Loan and Security Agreement),
termination of certain intercreditor agreements, and the loss or
termination of certain material contracts. Upon the occurrence of
an event of default, the Agent may declare the entire amount of
obligations owed under the Loan and Security Agreement immediately
due and payable and take certain other actions provided for under
the Loan and Security Agreement, including enforcing security
interests and guarantees.
The Loan and Security Agreement includes customary indemnification
obligations for a facility of this size and type, requiring us to
indemnify the Agent and the Lenders for certain expenses, losses
and claims.
In connection with the New Loan, and as additional consideration to
the Lenders providing the amendments and the Specified Consent (as
defined and provided for under the terms of Amendment No. Seven to
Loan Agreement) on July 24, 2024, the Company granted warrants to
purchase 2,577,263 shares of common stock of the Company to the
Lenders, or affiliates thereof, as discussed in greater detail
below.
The amounts owed under the Loan and Security Agreement are also
secured by various deeds of trusts and mortgages for the real
properties described therein, over the Company's Mobile, Alabama
refinery and substantially all other material owned and leased real
property of the Guarantors including properties in Texas and
Louisiana.
Warrant Agreement and Registration Rights Agreement
In connection with the entry into the Amendment No. Seven to Loan
Agreement, and as a required term and condition thereof, on July
26, 2024, the Company granted warrants to purchase 2,577,263 shares
of the Company's common stock to the Lenders, or affiliates
thereof. The terms of the July 2024 Warrants are set forth in a
Warrant Agreement entered into on July 24, 2024, between the
Company and Continental Stock Transfer & Trust Company as warrant
agent.
The July 2024 Warrants have a five year term, beginning on the date
of the Warrant Agreement, and a $0.01 per share exercise price, and
include weighted average anti-dilutive rights in the event any
shares of common stock or other equity or equity equivalent
securities payable in common stock are granted, issued or sold (or
the Company enters into any agreement to grant, issue or sell), or
in accordance with the terms of the Warrant Agreement, are deemed
to have granted, issued or sold, subject to certain exceptions, in
each case, at a price less than the exercise price, which
automatically decreases the exercise price of the July 2024
Warrants upon the occurrence of such event, as described in greater
detail in the Warrant Agreement, and increases the number of shares
of common stock issuable upon exercise of the July 2024 Warrants,
such that the aggregate exercise price of all July 2024 Warrants
remains the same before and after any such dilutive event. Until or
unless the Company receives shareholder approval under applicable
Nasdaq listing rules for the issuance of more than 19.9% of the
Company's outstanding shares of common stock on July 24, 2024,
pursuant to the exercise of July 2024 Warrants, the Company may not
issue more shares of common stock upon exercise of the July 2024
Warrants than the Share Cap, and is required to pay the Lenders
cash, based on the fair market value of any shares required to be
issued upon exercise of the July 2024 Warrants (as calculated in
the Warrant Agreement), in excess of the Share Cap. Upon the
occurrence of a fundamental transaction, the Warrant Agreement (a)
provides each holder a put right and (b) provides the Company with
a call right in respect of the July 2024 Warrants. Upon the
exercise of a put right by the holder or a call right by the
Company, the Company is obligated to repurchase the July 2024
Warrants for the Black Scholes Value of the July 2024 Warrants
repurchased, as calculated in the Warrant Agreement. The July 2024
Warrants also include cashless exercise rights and a provision
preventing a holder of the July 2024 Warrants from exercising any
portion of their July 2024 Warrants if such holder (together with
its Attribution Parties, as such term is defined in the Warrant
Agreement) would beneficially own in excess of a specified
percentage (as set forth in the Warrant Agreement) of the number of
shares of Company common stock outstanding immediately after giving
effect to the exercise, subject to certain rights of the holders to
increase or decrease such percentage (provided that the percentage
does not exceed 9.99%).
Additionally, upon effectiveness of the consummation of any
transaction (including any merger or consolidation), in one or a
series of related transactions, the result of which is that any
"person" (as that term is defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended), becomes the
beneficial owner, directly or indirectly, of more than 33% of the
Company's common stock, measured by voting power rather than number
of shares, units or the like, that results from a transaction (i)
that on July 24, 2024 is being considered by the Company (whether
or not "probable") and is known to the Lenders and (ii) which
involves the issuance by the Company of common stock or common
stock equivalents, the number of shares of common stock issuable
upon exercise of each outstanding Warrant is to be proportionally
adjusted such that the percentage of shares of common stock
issuable upon exercise of the Warrant (the "Warrant Shares
Percentage") immediately following the consummation of such
transaction is equal to the Warrant Shares Percentage immediately
prior to consummation of such transaction.
In connection with the grant of the July 2024 Warrants, the Company
and the holders of the July 2024 Warrants entered into a
Registration Rights Agreement dated July 24, 2024. The Registration
Rights Agreement replaced and superseded that certain prior
Registration Rights Agreement entered into between the Company and
the Lenders party thereto, dated June 25, 2024, requiring the
Company to file a registration statement to register the shares of
common stock issuable upon exercise of those certain warrants to
purchase 500,000 shares of common stock of the Company with an
exercise price of $1.288 per share which were granted to certain of
the Lenders and certain of their affiliates on June 25, 2024. Under
the Registration Rights Agreement, the Company agreed to file a
registration statement with the Securities and Exchange Commission
as soon as reasonably practicable and in no event later than 30
days following July 24, 2024, for purposes of registering the
resale of the shares of common stock issuable upon exercise of the
July 2024 Warrants and June 2024 Warrants. The Company also agreed
to use commercially reasonable efforts to cause the SEC to declare
the Registration Statement effective as soon as practicable and no
later than 45 days following the filing of the Initial Registration
Statement; provided, that such date is extended until 105 days
after the filing date if the Initial Registration Statement is
reviewed by the staff of the Commission. The Registration Rights
Agreement also provides the holders of the July 2024 Warrants and
June 2024 Warrants certain piggyback and demand registration rights
(including pursuant to an underwritten offering, in the event the
gross proceeds from such underwritten offering are expected to
exceed $35 million).
If, subject to certain limited exceptions described in the
Registration Rights Agreement, (i) the Initial Registration
Statement required to be filed pursuant to the Registration Rights
Agreement is not filed on or prior to the required filing deadline
(or without complying with the terms of the Registration Rights
Agreement), (ii) a registration statement registering for resale
all of the registrable securities is not declared effective by the
Commission by the required effectiveness deadline, or (iii) during
the period commencing on the effective date of the Initial
Registration Statement and ending on the earlier of the date when
there are no registrable securities or the fifth anniversary of the
effective date of the Initial Registration Statement, a
registration statement is not continuously effective to allow the
sale of the shares underlying the July 2024 Warrants and June 2024
Warrants, for more than 10 consecutive calendar days or more than
an aggregate of 15 calendar days (which need not be consecutive)
during any 12-month period, then, in addition to any other rights
such holder of July 2024 Warrants and June 2024 Warrants may have
under the Registration Rights Agreement or applicable law, (x) on
the first such applicable default date, the Company shall pay to
such holder of July 2024 Warrants and June 2024 Warrants an amount
in cash, as partial liquidated damages and not as a penalty, equal
to 1.0% of the fair market value (such fair market value calculated
as required under the Registration Rights Agreement) of the
registrable securities held by such holder (the "1% Penalty"), and
(y) on each monthly anniversary of such default date until all
applicable defaults have been cured, shall pay the 1% Penalty,
subject to a maximum penalty of 10% of the fair market value of the
registrable securities held by each applicable holder of July 2024
Warrants and June 2024 Warrants (such fair market value calculated
as required under the Registration Rights Agreement).
The Company has agreed, among other things, to indemnify the
holders of the July 2024 Warrants and June 2024 Warrants and their
affiliates with respect to certain liabilities and to pay all fees
and expenses incident to the Company's obligations under the
Registration Rights Agreement.
Fourth Limited Consent to Supply and Offtake Agreement
Also on July 24, 2024, Vertex Refining and Macquarie Energy North
America Trading Inc. entered into a Fourth Limited Consent, in
connection with that certain Supply and Offtake Agreement, dated as
of April 1, 2022, between Vertex Refining and Macquarie. Pursuant
to the Macquarie Limited Consent, Macquarie provided a limited
consent to allow Vertex Refining to have unrestricted cash of less
than $25 million, but not less than $15 million, for any period of
not more than three consecutive business days, without triggering
an event of default under such Supply and Offtake Agreement,
through September 24, 2024. The Macquarie Limited Consent also
provides that it would be an event of default under the Supply and
Offtake Agreement if unrestricted cash is less than $25 million as
of September 24, 2024.
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 the renewable diesel segment in 2024. The
company's free cash flow (FCF) generation is highly sensitive to
refining crack spreads, which declined in 4Q23 from abnormally high
2022-2023 levels. Its unrestricted cash balance fell from $141
million at year-end 2022 to around $70-80 million at year-end 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.
In June 2024, S&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.
VINTAGE WINE: Faces Nasdaq Delisting
------------------------------------
Vintage Wine Estates, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on July 24,
2024, the Company received a letter from the listing qualifications
department staff of The Nasdaq Stock Market LLC notifying the
Company that, in accordance with Nasdaq Listing Rules 5101,
5110(b), and IM-5101-1, the Staff has determined that the Company's
common stock, no par value per share, and warrants to purchase
common stock will be delisted from Nasdaq. The Company does not
intend to appeal the Staff's delisting determination. As a result
of the Delisting Notice, trading of the common stock and the
warrants will be suspended and Nasdaq will file a Form 25-NSE with
the Securities and Exchange Commission to remove the Company's
securities from listing and registration on Nasdaq.
In the Delisting Notice, the Staff stated that its determination is
based on several factors, including the filing of the Chapter 11
Cases and associated public interest concerns raised by it,
concerns regarding the residual equity interest of the existing
listed securities holders, and concerns about the Company's ability
to sustain compliance with all requirements for continued listing
on Nasdaq, including the Company's ongoing noncompliance with
Nasdaq Listing Rule 5450(a)(1), which requires listed companies to
maintain a minimum bid price of at least $1 per share. As
previously disclosed, the Company has received a notification from
the Staff dated September 13, 2023 indicating that the Company no
longer satisfies Nasdaq Listing Rule 5450(a)(1).
As previously disclosed, the Company's Board of Directors has
concluded that it is in the best interests of the Company to
voluntarily deregister under the Securities Exchange Act of 1934,
as amended. Following the delisting and related deregistration of
the Company's securities under Section 12(b) of the Exchange Act,
the Company intends to file a Certification and Notice of
Termination of Registration on Form 15 with the SEC, requesting the
termination of registration of the Company's common stock and
warrants under Section 12(g) of the Exchange Act, if any, and the
suspension of the Company's reporting obligations under Sections 13
and 15(d) of the Exchange Act.
The Company has not arranged for listing or registration of its
common stock or warrants on another national securities exchange or
for quotation in a quotation medium. Following delisting from
Nasdaq, the Company's common stock and warrants may be eligible to
be quoted on the Pink Open Market operated by the OTC Markets Group
Inc. if a market maker sponsors the security and complies with Rule
15c2-11 under the Exchange Act, but the Company can provide no
assurances that a trading market for the Company's common stock or
warrants will exist now or in the future.
About Vintage Wine Estates
Vintage Wine Estates, Inc. (NASDAQ: VWE) produces and sells wines
and craft spirits in the United States, Canada, and
internationally. The company offers its products under the Layer
Cake, Cameron Hughes, Clos Pegase, B.R. Cohn, Firesteed, Bar Dog,
Kunde, Cherry Pie, and other labels. It also owns and operates
hospitality facilities and provides bottling, fulfillment, and
storage services to other companies on a contract basis. The
company was founded in 2019 and is headquartered in Incline
Village, Nevada.
As of March 31, 2024, the Company had $478.63 million in total
assets, $393.47 million in total liabilities, and $84.92 million in
total stockholders' equity. As of December 31, 2023, the Company
had $502.5 million in total assets and $391.6 million in total
liabilities.
The Company cautioned in its Form 10-Q Report for the quarterly
period ended March 31, 2024, that substantial doubt exists about
its ability to continue as a going concern. The Company has seen
its cash usage to fund operations increase. In the past, the
Company has been able to fund operating cash flow needs by using
its line of credit. Due to the events of the default, the Company's
ability to access its line of credit is currently limited. If the
Company is unable to cure the events of default or receive
additional capital from its lenders or third parties, it may not be
able to fund its operations and will be forced to seek bankruptcy
protection. Whether additional amendments or waivers to the Second
A&R Loan and Security Agreement or extensions of the Forbearance
Period are obtained is not within the Company's control, and there
can be no assurances that its lenders and agent will not accelerate
the maturity of the debt. If acceleration occurs, the Company does
not have sufficient cash to repay the outstanding debt and would
likely be forced to seek bankruptcy protection. As a result of
these uncertainties, management has concluded that there is
substantial doubt about the Company's ability to continue as a
going concern.
VINTAGE WINE: Patrick Roney Steps Down as Executive Chairman
------------------------------------------------------------
Vintage Wine Estates, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on July 29,
2024, Patrick Roney notified the Board of Directors of his decision
to resign from his position as Executive Chairman of the Board,
effective August 1, 2024.
Mr. Roney's resignation is not related to any disagreement with the
Company on any matter relating to the Company's operations,
policies or practices.
About Vintage Wine Estates
Vintage Wine Estates, Inc. (NASDAQ: VWE) produces and sells wines
and craft spirits in the United States, Canada, and
internationally. The company offers its products under the Layer
Cake, Cameron Hughes, Clos Pegase, B.R. Cohn, Firesteed, Bar Dog,
Kunde, Cherry Pie, and other labels. It also owns and operates
hospitality facilities and provides bottling, fulfillment, and
storage services to other companies on a contract basis. The
company was founded in 2019 and is headquartered in Incline
Village, Nevada.
As of March 31, 2024, the Company had $478.63 million in total
assets, $393.47 million in total liabilities, and $84.92 million in
total stockholders' equity.
The Company cautioned in its Form 10-Q Report for the quarterly
period ended March 31, 2024, that substantial doubt exists about
its ability to continue as a going concern. The Company has seen
its cash usage to fund operations increase. In the past, the
Company has been able to fund operating cash flow needs by using
its line of credit. Due to the events of the default, the Company's
ability to access its line of credit is currently limited. If the
Company is unable to cure the events of default or receive
additional capital from its lenders or third parties, it may not be
able to fund its operations and will be forced to seek bankruptcy
protection. Whether additional amendments or waivers to the Second
A&R Loan and Security Agreement or extensions of the Forbearance
Period are obtained is not within the Company's control, and there
can be no assurances that its lenders and agent will not accelerate
the maturity of the debt. If acceleration occurs, the Company does
not have sufficient cash to repay the outstanding debt and would
likely be forced to seek bankruptcy protection. As a result of
these uncertainties, management has concluded that there is
substantial doubt about the Company's ability to continue as a
going concern.
VINTAGE WINE: Subsidiary Splinter Group Files Chapter 11 Case
-------------------------------------------------------------
Vintage Wine Estates, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on July 24,
2024, an additional subsidiary of the Company, Splinter Group Napa,
LLC, also filed a Chapter 11 case in the U.S. Bankruptcy Court for
the District of Delaware.
As previously disclosed, on July 24, 2024, the Company and certain
of its subsidiaries filed a voluntary petition for reorganization
under chapter 11 of title 11 of the United States Code in the
Bankruptcy Court. The Chapter 11 Cases are being jointly
administered under the caption Meier's Wine Cellars Acquisition,
LLC, et al., Case No. 24-11575.
About Vintage Wine Estates
Vintage Wine Estates, Inc. (NASDAQ: VWE) produces and sells wines
and craft spirits in the United States, Canada, and
internationally. The company offers its products under the Layer
Cake, Cameron Hughes, Clos Pegase, B.R. Cohn, Firesteed, Bar Dog,
Kunde, Cherry Pie, and other labels. It also owns and operates
hospitality facilities and provides bottling, fulfillment, and
storage services to other companies on a contract basis. The
company was founded in 2019 and is headquartered in Incline
Village, Nevada.
As of March 31, 2024, the Company had $478.63 million in total
assets, $393.47 million in total liabilities, and $84.92 million in
total stockholders' equity. As of December 31, 2023, the Company
had $502.5 million in total assets and $391.6 million in total
liabilities.
The Company cautioned in its Form 10-Q Report for the quarterly
period ended March 31, 2024, that substantial doubt exists about
its ability to continue as a going concern. The Company has seen
its cash usage to fund operations increase. In the past, the
Company has been able to fund operating cash flow needs by using
its line of credit. Due to the events of the default, the Company's
ability to access its line of credit is currently limited. If the
Company is unable to cure the events of default or receive
additional capital from its lenders or third parties, it may not be
able to fund its operations and will be forced to seek bankruptcy
protection. Whether additional amendments or waivers to the Second
A&R Loan and Security Agreement or extensions of the Forbearance
Period are obtained is not within the Company's control, and there
can be no assurances that its lenders and agent will not accelerate
the maturity of the debt. If acceleration occurs, the Company does
not have sufficient cash to repay the outstanding debt and would
likely be forced to seek bankruptcy protection. As a result of
these uncertainties, management has concluded that there is
substantial doubt about the Company's ability to continue as a
going concern.
VIRGINIA TRUE: Kleinhendler, et al. Suit Goes to Trial
------------------------------------------------------
Judge Frederick Block of the United States District Court for the
Eastern District of New York granted, in part, and denied, in part,
Howard Kleinhendler and his firm Wachtel Missry LLP's motions for
summary judgment on legal malpractice and related claims brought by
Allan H. Applestein and his company, Diatomite Corporation of
America in the bankruptcy case of Virginia True Corporation.
Plaintiffs bring a legal malpractice claim and related claims
against the law firm Wachtel Missry LLP and Wachtel partner Howard
Kleinhendler based on Kleinhendler's role in a transaction
involving the Fones Cliffs Land, a 1,000-acre parcel of land in
Virginia that Applestein sold to a group of investors Kleinhendler
organized in 2017. They allege Kleinhendler, Applestein's attorney,
took advantage of Applestein's deteriorating mental state.
Applestein, a lawyer and businessman, first engaged Kleinhendler to
handle several legal matters in May 2009. Plaintiffs maintain that
this attorney-client relationship continued until 2019. Plaintiffs
claim Applestein sought Kleinhendler's legal advice in selling or
developing the Fones Cliffs Land beginning in 2013. They allege
that Kleinhendler advised Applestein in 2014 to reject a $12.5
million offer from the Fish and Wildlife Service to purchase Fones
Cliffs.
Plaintiffs contend that Applestein's health began to steeply
decline in 2015, pointing to Applestein requiring a live-in
caretaker, suffering from cognitive impairment, and needing to wear
a location device because he repeatedly got lost in his
neighborhood. Applestein was eventually diagnosed with Alzheimer's
disease. Defendants dispute this characterization, claiming that
Applestein was mentally acute throughout the Fones Cliff
transaction.
In early 2016, Kleinhendler organized a group of investors in an
entity called the Virginia True Corporation to purchase Fones
Cliffs. In late March 2016, Applestein and Kleinhendler --
negotiating on behalf of Virginia True -- agreed to the basic
outlines of a deal. On April 27, 2017, the deal closed for $12
million. While other lawyers were present in some capacity on
Applestein's side, Plaintiffs claim that Kleinhendler continued to
represent and advise Applestein during the negotiations and did not
advise him of the conflict of interests, specifically, that
Kleinhendler was representing both parties in the transaction.
In early 2016, Kleinhendler organized a group of investors in an
entity called the Virginia True Corporation to purchase Fones
Cliffs. In late March 2016, Applestein and Kleinhendler --
negotiating on behalf of Virginia True -- agreed to the basic
outlines of a deal. On April 27, 2017, the deal closed for $12
million. While other lawyers were present in some capacity on
Applestein's side, Plaintiffs claim that Kleinhendler continued to
represent and advise Applestein during the negotiations and did not
advise him of the conflict of interests, specifically, that
Kleinhendler was representing both parties in the transaction.
This litigation began in December 2019, when Applestein filed suit
in the Southern District of Florida. On March 4, 2020, Judge James
Lawrence King determined that the action was interrelated to the
bankruptcy proceeding pending in this District and transferred
venue to this District under 28 U.S.C. Sec. 1404(a). District Judge
Ann Donnelly of the Eastern District of New York denied Defendants'
motion to stay this action pending the resolution of the bankruptcy
proceeding.
Turning to the merits, the District Court now denies Defendants'
motion for summary judgment on Plaintiffs' legal malpractice claim
because there are fact issues as to whether an attorney-client
relationship existed and whether Defendants' negligence caused
damages.
The District Court dismisses the breach of fiduciary claim as
duplicative of the legal malpractice claim under New York law.
Under New York law, "where a claim for breach of fiduciary duty is
premised on the same facts and seeking the identical relief as a
claim for legal malpractice, the claim for fiduciary duty 'is
redundant and should be dismissed.'"
The Court denies summary judgment on Plaintiffs' fraudulent
inducement claim, which requires "(1) a misrepresentation or an
omission of material fact which was false and known to be false by
the defendant, (2) the misrepresentation was made for the purpose
of inducing the plaintiff to rely upon it, (3) justifiable reliance
of the plaintiff on the misrepresentation or material omission, and
(4) injury."
Wachtel's motion for summary judgment is similarly denied because
there are questions of fact as to whether Kleinhendler was acting
within "the ordinary course of the business" of Wachtel (and not
Virginia True) when he made the allegedly false representations.
Finally, the Court denies Defendants' motion for summary judgment
on the Florida statutory elder abuse claims.
A copy of the Court's decision dated July 30, 2024, is available at
https://urlcurt.com/u?l=aNm8rd
Attorneys for Plaintiffs:
Thomas H. Vidal, Esq.
PRYOR CASHMAN LLP
1801 Century Park East, 24th Floor
Los Angeles, CA 90067
E-mail: tvidal@pryorcashman.com
Attorney for Defendant Kleinhendler:
Stephen M. Faraci, Sr., Esq.
WHITEFORD, TAYLOR & PRESTON L.L.P
1021 East Cary Street, Suite 1700
Richmond, VA 23219
E-mail: sfaraci@whitefordlaw.com
Attorney for Defendant Wachtel Missry LLP:
Albert A. Ciardi, III, Esq.
Jennifer c. Mcentee, Esq.
CIARDI CIARDI & ASTIN
1905 Spruce Street
Philadelphia, PA 19103
E-mail: aciardi@ciardilaw.com
jcranston@ciardilaw.com
About Virginia True Corporation
Virginia True Corporation, a New York-based golf resort owner and
developer, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 19-42769) on May 3, 2019. At the
time of the filing, the Debtor disclosed between $10 million and
$50 million in both assets and liabilities.
Judge Nancy Hershey Lord oversaw the case.
Pick & Zabicki, LLP and Spence Law Office, P.C., served as the
Debtor's bankruptcy counsel and special counsel, respectively.
An Amended Joint Chapter 11 Plan of Liquidation was confirmed in
the case on July 30, 2023. The Plan was declared effective on Aug.
15, 2023.
VIVOT EQUIPMENT: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The U.S. Trustee for Region 21 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Vivot Equipment Corporation.
About Vivot Equipment
Vivot Equipment Corporation and its affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.V.I. Case
No. 24-10002) on June 10, 2024, with up to $50 million in both
assets and liabilities.
Judge Mary F. Walrath oversees the cases.
Semaj I. Johnson, Esq., at The Johnson Law Firm, serves as the
Debtors' bankruptcy counsel.
W.F. JACKSON: Seeks to Extend Plan Exclusivity to December 23
-------------------------------------------------------------
W.F. Jackson Construction Co., Inc., asked the U.S. Bankruptcy
Court for the Middle District of Georgia to extend its exclusivity
periods to file a plan of reorganization and obtain acceptance
thereof to December 23, 2024, and February 19, 2025 respectively.
The Debtor believes it has reasonable prospects for filing a viable
plan. However, it needs additional time to formulate and negotiate
a plan and prepare the required adequate information. Debtor's
request for additional time is warranted as Debtor has proven to be
an active and effective debtor-in-possession.
The Debtor explains that it is generally paying its post-petition
debts as they come due and believes it will have sufficient cash to
continue paying its post-petition obligations as they come due.
Debtor is also satisfying its non-financial obligations, including
its obligations to file monthly operating reports. Debtor's
performance in this regard supports its request for extension,
further reducing potential risk to the reorganization process (and
administrative creditors) if the extensions are granted.
The Debtor claims that it does not seek the extensions to delay the
reorganization or to pressure the creditors to accede to a plan
that they might find unacceptable. To the contrary, Debtor seeks
the extensions to provide it with time to attempt to reach a
consensus on a confirmable plan of reorganization and the creation
of viable, sustainable reorganized Debtor. Debtor's earnestness in
this regard cannot be challenged. At this early stage, a relatively
short extension of the Exclusive Periods will not harm or prejudice
any party-in-interest.
The Debtor asserts that it is in the best position to move this
case forward because only Debtor has a fiduciary duty to act in the
best interests of the bankruptcy estate and all of Debtor's various
stakeholders. The relief requested will allow Debtor to continue
focusing on preserving and enhancing going concern values and
restructuring its financial conditions and operations to achieve a
competitive and sustainable enterprise and, thus, achieve the
ultimate objective of Chapter 11, a successful rehabilitation.
W.F. Jackson Construction Company, Inc. is represented by:
STONE & BAXTER, LLP
Matthew S. Cathey, Esq.
G. Daniel Taylor, Esq.
577 Third Street
Macon, Georgia 31201
(478) 750-9898; (478) 750-9899 (fax)
Email: mcathey@stoneandbaxter.com
dtaylor@stoneandbaxter.com
About W.F. Jackson Construction Company
W.F. Jackson Construction Company, Inc., is a general contractor in
Sandersville, Ga.
The Debtor filed a Chapter 11 petition (Bankr. M.D. Ga. Case No.
24-50593) on April 25, 2024, with $1 million to $10 million in both
assets and liabilities.
Judge Robert M. Matson oversees the case.
Matthew S. Cathey, Esq., at Stone & Baxter, LLP, is the Debtor's
legal counsel.
WAVEDANCER INC: Inks $3.5M Private Placement in Merger With Firefly
-------------------------------------------------------------------
As previously reported on November 15, 2023, WaveDancer, Inc. (the
"Parent"), and its wholly owned subsidiary, FFN Merger Sub, Inc.
entered into an Agreement and Plan of Merger with Firefly
Neuroscience, Inc. (the "Company").
In connection with the Merger, on July 26, 2024, the Company
entered into a securities purchase agreement with a certain
institutional investor, pursuant to which the Company agreed to
issue and sell (i) 7,918,552.03 shares of the Company's common
stock, par value $0.00001 per share or, to the extent that such
purchase of Shares would result in the investor, together with its
affiliates and certain related parties, beneficially owning more
than 4.99% of the outstanding shares of Parent common stock
immediately following the consummation of the Merger, pre-funded
warrants to purchase such Shares in excess of 4.99% of the
outstanding shares of Parent common stock, and (ii) warrants to
purchase up to 7,918,552.03 shares of Common Stock in a private
placement. The purchase price of each Share and accompanying
Warrant is $0.442 and the purchase price of each Pre-Funded Warrant
is $0.4419. The Private Placement is expected to close
substantially contemporaneous with the consummation of the Merger,
subject to the satisfaction of customary closing conditions. The
aggregate gross proceeds from the transaction are expected to be
approximately $3.5 million. The number of Shares, Warrants and
Pre-Funded Warrants the investors shall hold and the respective
exercise prices for the Warrants and Pre-Funded Warrants will be
subject to adjustment based upon the Exchange Ratio applied to the
Company's Outstanding Shares in connection with the Merger.
The Warrants are exercisable immediately upon issuance at an
exercise price of $0.71 per share and expire five years from the
date of issuance.
The Pre-Funded Warrants are being offered in lieu of the Shares and
provide that the holder may not exercise any portion of a
Pre-Funded Warrant to the extent that immediately prior to or after
giving effect to such exercise the holder would own more than 4.99%
(or, at the election of the holder, 9.99%) of Parent's outstanding
common stock immediately following the consummation of the Private
Placement. Each Pre-Funded Warrant is exercisable for one share of
Common Stock at an exercise price of $0.0001 per share. The
Pre-Funded Warrants are immediately exercisable upon issuance and
may be exercised at any time until all of the Pre-Funded Warrants
are exercised in full.
A holder (together with its affiliates) of the Warrants or
Pre-Funded Warrants, as the case may be, may not exercise any
portion of the Warrants or Pre-Funded Warrants, as applicable, to
the extent that the holder would own more than 4.99% (or, at the
holder's option upon issuance, 9.99%) of Parent's outstanding
common stock immediately after exercise, as such percentage
ownership is determined in accordance with the terms of the
Warrants or Pre-Funded Warrants, as applicable. In lieu of making
the cash payment otherwise contemplated to be made to Parent upon
exercise of a Warrant, the holder may elect instead to receive upon
such exercise (either in whole or in part) the net number of shares
of Parent common stock determined according to a formula set forth
in the Warrants, provided that such cashless exercise shall only be
permitted if, at the time of such exercise, there is no effective
registration statement registering the resale of shares of Parent
common stock underlying the Warrants or if the prospectus contained
in such registration statement is not available for the resale of
shares of Parent common stock underlying the Warrants by the
Warrant holder.
In lieu of making the cash payment otherwise contemplated to be
made to Parent upon exercise of a Pre-Funded Warrant in payment of
the aggregate exercise price, the holder may elect instead to
receive upon such exercise (either in whole or in part) the net
number of shares of Parent common stock determined according to a
formula set forth in the Pre-Funded Warrants.
None of the issuances of the Shares, the Pre-Funded Warrants, the
Warrants, or the shares of Parent common stock issuable upon
exercise of the Pre-Funded Warrants and the Warrants have been
registered under the Securities Act of 1933, as amended, or any
state securities laws. The Shares, the Pre-Funded Warrants, the
Warrants and the Warrant Shares will be issued in reliance on the
exemptions from registration provided by Section 4(a)(2) under the
Securities Act and/or Regulation D promulgated thereunder. Each
investor who entered into to a Purchase Agreement has represented
that it is an accredited investor, as defined in Rule 501 of
Regulation D promulgated under the Securities Act.
About WaveDancer
WaveDancer, Inc. is in the business of developing and maintaining
information technology systems, modernizing client information
systems, and performing other IT-related professional services to
government and commercial organization. WaveDancer, based in
Fairfax, Va., has been servicing federal and commercial customers
since 1979.
As of March 31, 2024, WaveDancer had $3,764,723 in total assets,
$2,056,203 in total liabilities, and total stockholders' equity of
$1,708,520.
Tysons, Va.-based CohnReznick LLP, the Company's auditor since
2012, issued a "going concern" qualification in its report dated
March 20, 2024, citing that the Company has suffered recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.
WEST CENTRO: Case Summary & 19 Unsecured Creditors
--------------------------------------------------
Debtor: West Centro, LLC
3929 Tulane Ave Suite 200
New Orleans LA 70119
Business Description: The Debtor is primarily engaged in renting
and leasing real estate properties. The
Debtor is the owner of the real property
located at 2100-2108 Franklin Street
Gretna, LA 70053 valued at $2.4 million.
Chapter 11 Petition Date: August 7, 2024
Court: United States Bankruptcy Court
Eastern District of Louisiana
Case No.: 24-11536
Judge: Hon. Meredith S Grabill
Debtor's Counsel: Patrick Garrity, Esq.
THE DERBES LAW FIRM, LLC
3027 Ridgelake Drive
Metairie LA 70002
Tel: 504-207-0908
Email: pgarrity@debeslaw.com
Total Assets: $3,362,535
Total Liabilities: $3,478,874
The petition was signed by Cullan Maumus of MagNola Ventures, LLC,
the Debtor's manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 19 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/QEIQQMA/West_Centro_LLC__laebke-24-11536__0001.0.pdf?mcid=tGE4TAMA
WESTCLIFF INVESTORS: Taps Levene Neale Bender as Bankruptcy Counsel
-------------------------------------------------------------------
Westcliff Investors LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ Levene,
Neale, Bender, Yoo & Golubchik L.L.P. as general bankruptcy
counsel.
The firm's services include:
a. advising the Debtors with regard to the requirements of the
Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the Office
of the United States Trustee as they pertain to the Debtors;
b. advising the Debtors with regard to certain rights and
remedies of their bankruptcy estates and the rights, claims and
interests of creditors;
c. representing the Debtors in any proceeding or hearing in
the Bankruptcy Court involving their estates unless the Debtors are
represented in such proceeding or hearing by other special
counsel;
d. conducting examinations of witnesses, claimants or adverse
parties and representing the Debtors in any adversary proceeding
except to the extent that any such adversary proceeding is in an
area outside of LNBYG's expertise or which is beyond LNBYG's
staffing capabilities;
e. preparing and assisting the Debtors in the preparation of
reports, applications, pleadings and orders including, but not
limited to, applications to employ professionals, interim
statements and operating reports, initial filing requirements,
schedules and statement of financial affairs, lease pleadings, cash
collateral pleadings, financing pleadings, and pleadings with
respect to the Debtors' use, sale or lease of property outside the
ordinary course of business;
f. representing the Debtors with regard to obtaining use of
debtor in possession financing and/or cash collateral including,
but not limited to, negotiating and seeking Bankruptcy Court
approval of any debtor in possession financing and/or cash
collateral pleading or stipulation and preparing any pleadings
relating to obtaining use of debtor in possession financing and/or
cash collateral;
g. if appropriate, assisting the Debtors in the negotiation,
formulation, preparation and confirmation of a plan of
reorganization and the preparation and approval of a disclosure
statement in respect of the plan; and
h. performing any other services which may be appropriate in
LNBYG's representation of the Debtors during their bankruptcy
cases.
The firm will be paid at these rates:
Attorneys $495 to $725 per hour
Paraprofessionals $300 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received from the Debtor a retainer of $104,000.
Gary Klausner, Esq., a partner at Levene, disclosed in a court
filing that his firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Gary E Klausner, Esq.
Levene, Neale, Bender, Yoo & Golubchik, LLP
2818 La Cienega Avenue
Los Angeles, CA 90034
Tel: (310) 229-1234
Fax: (310) 229-1244
Email: gek@lnbyg.com
About Westcliff Investors LLC
Westcliff Investors LLC owns and operates the Vineyard Court
Designer Suites Hotel located at 1500 George Bush Drive, East
College Station, TX 77840.
Westcliff Investors LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-15224) on July 1,
2024. In the petition filed by Logan A. Beitler, as manager, the
Debtor reports estimated assets and liabilities between $1 million
and $10 million each.
The Honorable Bankruptcy Judge Julia W. Brand oversees the case.
The Debtor is represented by Gary E. Klausner, Esq. at LEVENE,
NEALE, BENDER, YOO & GOLUBCHIK L.L.P.
WHITESTONE INDUSTRIAL: Taps Gregory J. Dalton as Special Counsel
----------------------------------------------------------------
Whitestone Industrial-Office LLC and its affiliates seek approval
from the U.S. Bankruptcy Court for the Northern District of Texas
to hire Gregory J. Dalton, P.C. as special counsel.
The firm will represent the Debtor in the litigation of a pending
lawsuit protesting the proposed 2023 tax value of the Debtor's real
property located at 9101 LBJ Freeway, Dallas, Texas. The counsel
will not offer bankruptcy advice but will focus on continuing the
litigation styled Whitestone Offices, LLC v. Dallas Central
Appraisal District, Cause No. DC-23-09274 in the 44th Judicial
District Court of Dallas County, Texas.
The attorney's fees are $2,000 plus 10 percent of the tax savings.
Gregory J. Dalton, P.C. is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code, according to
court filings.
The firm can be reached through:
Gregory J. Dalton, Esq.
Gregory J. Dalton, P.C.
5518 Fifth Street
Katy, TX 77492
Tel: (281) 391-1985
Fax: (281) 391-1987
About Whitestone Industrial-Office LLC
Whitestone Industrial-Office LLC filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex.
Case No. 24-30653) on March 4, 2024, listing $10 million to $50
million in assets and $1 million to $10 million in liabilities. The
petition was signed by Bradford Johnson as authorized
representative.
Judge Scott W. Everett presides over the case.
Joyce W. Lindauer, Esq. at Joyce W. Lindauer Attorney, PLLC
represents the Debtor as counsel.
WINDSOR HOTEL: Hires Mumford Company as Real Estate Broker
----------------------------------------------------------
Windsor Hotel Group, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Texas to hire Mumford Company,
Inc. as real estate broker.
The firm will market and sell the Debtor's property located at 3109
Highway 259 North, Kilgore, Texas 75662.
The broker shall receive as compensation 3 percent of the gross
sales price of the property.
Mumford Company does not presently hold or represent any interest
adverse to the interest of the Debtor or its estate and is
disinterested within the meaning of 11 U.S.C. Sec. 101(14),
according to court filings.
The firm can be reached through:
Ryan Patterson
Mumford Company, Inc.
1537 Singleton Boulevard
Dallas, TX 75212
Phone: (469) 644-0779
Email: rpatterson@mumfordcompany.com
About Windsor Hotel Group, LLC
Windsor Hotel Group, LLC operates in the traveler accommodation
industry.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-60204) on April 2,
2024. In the petition signed by Badruddin Damani, CEO & managing
member, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Joshua P. Searcy oversees the case.
Joyce W. Lindauer, Esq., at JOYCE W. LINDEAUER ATTORNEY, PLLC,
represents the Debtor as legal counsel.
WISCONSIN & MILWAUKEE: Plan Exclusivity Period Extended to Dec. 9
-----------------------------------------------------------------
Judge G. Michael Halfenger of the U.S. Court for the Eastern
District of Wisconsin extended Wisconsin & Milwaukee Hotel LLC's
exclusive periods to file a plan of reorganization and obtain
acceptance thereof to December 9, 2024 and February 7, 2025,
respectively.
As shared by Troubled Company Reporter, the Debtor owns and
operates the Milwaukee Marriott Downtown, a 205-room full service,
high-end hotel located at 625 N. Milwaukee Street, Milwaukee (the
"Hotel").
Since the Petition Date, the Debtor has been engaged on a nearly
daily basis with activities necessary to stabilize and regularize
its business operations at the Hotel in chapter 11, in order to
preserve the value of the Debtor's estate for the benefit of its
stakeholders, and to meet various obligations to respond to (a)
requests from its Lenders and (b) motions, including obligations to
provide document production and information.
The Debtor explains that the most significant chapter 11 plan issue
in this case is likely to be the treatment of the claims of the
Debtor's Lenders Computershare Trust Company, N.A.
("Computershare") and Wisconsin & Milwaukee Hotel Fund LLC ("W&M
Funding") (the "Lenders").
For that reason, in an effort to determine if the Lenders' claims
treatment could be resolved consensually, and relatedly with time
to permit the preparation of a plan and disclosure statement during
the First Plan Exclusivity Period, the Debtor in early May sought
to engage the Lenders in settlement discussions of their claims
treatment. However, the Lenders determined that before any such
negotiations could take place, they would procure and obtain an
appraisal of the Hotel.
Wisconsin & Milwaukee Hotel LLC is represented by:
RICHMAN & RICHMAN LLC
Michael P. Richman, Esq.
Claire Ann Richman, Esq.
Eliza M. Reyes, Esq.
122 West Washington Avenue,
Suite 850
Madison, WI 53703
Tel: (608) 630-8990
Fax: (608) 630-8991
Email: mrichman@RandR.law
crichman@RandR.law
ereyes@RandR.law
About Wisconsin & Milwaukee Hotel
Wisconsin & Milwaukee Hotel LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Wisc. Case No. 24-21743) on
April 9, 2024. In the petition signed by Mark Flaherty, as
manager, the Debtor disclosed up to $50 million in both assets and
liabilities.
Judge G. Michael Halfenger oversees the case.
Michael P. Richman, Esq., at RICHMAN & RICHMAN LLC, is the Debtor's
legal counsel.
ZAGACITY TECH: Plan Exclusivity Period Extended to October 28
-------------------------------------------------------------
Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico extended Zagacity Tech LLC's exclusive
period to file a chapter 11 plan of reorganization and disclosure
statement to October 28, 2024.
As shared by Troubled Company Reporter, Debtor explains that it has
concentrated its efforts on expanding its business operations and
margins by aiming to purchase its products directly from the
manufacturer. In order to achieve this, the Debtor is working with
its financial advisor in the process of obtaining post-petition
financing.
Moreover, the Debtor is in the process of gathering the necessary
information to file an action against a supplier who sold defective
products to Debtor which forced the Debtor to provide warranty to
such defective products resulting in significant losses which
forced the filing of the captioned case. The Debtor will engage
into settlement negotiations before filing any action before a
court of competent jurisdiction.
The Debtor claims that it is engaged in continuing the delineation
of its reorganization strategy and identifying the treatment for
the creditors to be included in the plan as well as looking for
alternative scenarios to fund the plan.
Zagacity Tech, LLC, is represented by:
Javier Vilarino, Esq.
Vilarino & Associates, LLC
P.O. Box 9022515
San Juan, PR 00902-2515
Telephone: (787) 565-9894
Email: jvilarino@vilarinolaw.com
About Zagacity Tech
Zagacity Tech LLC distributes and sells technological products,
home appliances, audio and TV, in the home and commercial lines.
Zagacity Tech LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-03787)
on Nov. 17, 2023. The petition was signed by Nestor G. Cardona as
president. At the time of filing, the Debtor estimated $1 million
to $10 million in both assets and liabilities.
The Debtor tapped Javier Vilarino, Esq., at Vilarino & Associates
LLC as counsel and Albert Tamarez Vasquez, CPA, at Tamarez CPA,
LLC, as accountant.
ZION OIL: Incurs $2.06 Million Net Loss in Second Quarter
---------------------------------------------------------
Zion Oil & Gas, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $2.06 million for the three months ended June 30, 2024, compared
to a net loss of $2.33 million for the three months ended June 30,
2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $3.83 million, compared to a net loss of $4.47 million for
the six months ended June 30, 2023.
As of June 30, 2024, the Company had $28.81 million in total
assets, $3.67 million in total liabilities, and $25.14 million in
total stockholders' equity.
Zion Oil said, "Since we have limited capital resources, no revenue
to date and a loss from operations, our consolidated condensed
financial statements have been prepared on a going concern basis,
which contemplates realization of assets and liquidation of
liabilities in the ordinary course of business. The
appropriateness of using the going concern basis is dependent upon
our ability to obtain additional financing or equity capital and,
ultimately, to achieve profitable operations. Therefore, there is
substantial doubt about our ability to continue as a going concern
for one year from the date the financials were issued. The
consolidated condensed financial statements do not include any
adjustments that might result from the outcome of this
uncertainty."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1131312/000121390024065697/ea0209756-10q_zionoil.htm
About Zion Oil & Gas
Dallas, Texas-based Zion Oil & Gas is an oil and gas exploration
company with a history of 24 years of oil and gas exploration in
Israel, spanning approximately 75,000 acres under the Megiddo
Valleys License 434.
Las Vegas, Nevada-based RBSM LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
20, 2024, citing that the Company has suffered recurring losses
from operations and had an accumulated deficit that raises
substantial doubt about its ability to continue as a going concern.
[^] BOOK REVIEW: THE ITT WARS
-----------------------------
THE ITT WARS: An Insider's View of Hostile Takeovers
Author: Rand Araskog
Publisher: Beard Books
Softcover: 236 pages
List Price: $34.95
http://www.beardbooks.com/beardbooks/the_itt_wars.html
This book was originally published in 1989 when the author was
Chairman and Chief Executive Officer of ITT Corporation, a $25
billion conglomerate with more than 100,000 employees and
operations spanning the globe with an amazing array of businesses:
insurance, hotels, and industrial, automotive, and forest products.
ITT owned Sheraton Hotels, Caesars Gaming, one half of Madison
Square Garden and its cable network, and the New York
Knickerbockers basketball and the New York Rangers hockey teams.
The corporation had rebounded from its troubles of the previous two
decades.
Araskog was made CEO in 1978 to make sense of years of wild
acquisition and growth. Under Harold Greenen, successor to ITT's
founder and champion of "growth as business strategy," ITT's sales
had grown from $930 million in 1961 to $8 billion in 1970 and $22
billion in 1979. It had made more than 250 acquisitions and had
2,000 working units. (It once acquired some 20 companies in one
month.)
ITT's troubles began in 1966, when it tried to acquire ABC.
National sentiments against conglomerates became endemic; the
merger became its target and was eventually abandoned. Next came a
variety of allegations, some true, some false, all well publicized:
funding of Salvador Allende's opponents in Chile's 1970
presidential elections; influence peddling in the Nixon White
House; underwriting the 1972 Republican National Convention. ITT's
poor handling of several antitrust cases was also making
headlines.
Then came recession in 1973. ITT's stock plummeted from 60 in early
1973 to 12 in late 1974. Geneen found himself under fire and, in
Araskog's words, the "succession wars" among top ITT officers
began. Geneen was forced out in 1977, and Araskog, head of ITT's
Aerospace, Electronics, Components, and Energy Group, with more
than $1 billion in sales, won the CEO prize a year later.
Araskog inherited a debt-ridden corporation. He instituted a plan
of coherent divesting and reorganization of the company into more
manageable segments, but was cut short by one of the first hostile
bids by outside financial interests of the 1980's, by businessmen
Jay Pritzker and Philip Anschutz. This book is the insider's story
of that bid.
The ITT Wars reads like a "Who's Who" of U.S. corporations in the
1970s and 1980s. Araskog knew everyone. His writing reflects his
direct, passionate, and focused management style. He speaks of
wars, attacks, enemies within, personal loyalty, betrayal, and love
for his company and colleagues. In the book's closing sentences,
Araskog says, "We fought when the odds are against us. We won, and
ITT remains one of the most exciting companies of the twentieth
century, we hope to keep the wagon train moving into the
twenty-first century and not have to think about making a circle
again. Once is enough."
Araskog wrote a preface and postlogue for the Beard Books edition,
and provide us with ten years of perspective as well as insights
into what came next. In 1994, he orchestrated the breakup of ITT
into five publicly traded companies. Wagon circling began again in
early 1997 when Hilton Hotels made a hostile takeover offer to ITT
Corporation. Araskog eventually settled for a second-best victory,
negotiating a friendly merger with the Starwood Corporation, in
which ITT shareholders became majority owners of Starwood and
Westin Hotels, with the management of Starwood assuming management
of the merged entity.
Rand Araskog served as CEO of ITT Corporation until 1998. He later
headed his own investment company RVA Investments. He also served
on the Board of Directors of Cablevision and the Palm Beach Civic
Association. Araskog was born in Fergus Falls, Minnesota, in 1931.
He died August 9, 2021, in Palm Beach, Florida.
*********
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.
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