/raid1/www/Hosts/bankrupt/TCR_Public/240826.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, August 26, 2024, Vol. 28, No. 238
Headlines
301 W NORTH: Seeks to Extend Plan Exclusivity to December 23
360 GLOBAL: Hires Cohen Law Group as Special Counsel
360 GLOBAL: Seeks to Hire Zacharin Consulting as Accountant
ABUNDANT LIFE: Case Summary & 20 Largest Unsecured Creditors
ACORDA THERAPEUTICS: Plan Exclusivity Period Extended to Sept. 30
ALBERTSONS COMPANIES: Moody's Ups CFR to Ba1 & Unsec. Notes to Ba2
ALTAHIR INC: Frances Smith Named Subchapter V Trustee
AMERICAN TITANIUM: Seeks to Extend Plan Exclusivity to November 27
ANADA INC: Miller & Richman Advise Committee of Unsecured Creditors
ANSARI PIZZA: Amends Administrative & Pinellas County Claims Pay
ANTHONY'S 31: Seeks to Hire EXP Commercial of California as Broker
APMI INC: Seeks to Hire Walton Law Group as Bankruptcy Counsel
AS SPECIFIED: Case Summary & 12 Unsecured Creditors
ASSETTA ENTERPRISES: Hires Bretta Law Advisors as Legal Counsel
AVON PRODUCTS: Fitch Withdraws Ratings Amid Bankr. Filing
BAYOU POINTE: Seeks to Hire Berger Singerman as Special Counsel
BODY DETAILS: Seeks to Hire Van Horn Law Group as Legal Counsel
BROWNIE'S MARINE: Delays Filing of Form 10-Q for Q2 2024
C&D TECHNOLOGIES: S&P Places 'B-' ICR on CreditWatch Developing
CAMBER ENERGY: Delays Filing of Form 10-Q for Period Ended June 30
CAMP RIM ROCK: Unsecureds Will Get 29% of Claims over 5 Years
CANO HEALTH: S&P Assigns Prelim 'B-' ICR on Chapter 11 Emergence
CANYON CLO 2020-3: Fitch Assigns BB-(EXP)sf Rating on Cl. E-R Notes
CARNIVAL CORP: Fitch Assigns 'BB' LongTerm IDR, Outlook Positive
CENTURY CASINOS: S&P Downgrades ICR to 'B-', Outlook Stable
CIVITAS RESOURCES: S&P Alters Outlook to Pos., Affirms 'BB-' ICR
COATESVILLE AREA SD: Moody's Upgrades Issuer & GOLT Ratings to Ba1
CONN'S INC: Nardella Represents Non-Priority Unsecured Creditors
CTD ENTERPRISES: Unsecureds to Get Share of Income for 3 Years
DEL MONTE: Moody's Appends LD to Caa2-PD PDR on Distressed Exchange
DIFONZO HOLDINGS: Seeks to Hire Estrada & Associates as Accountant
DJK ENTERPRISES: Seeks to Hire Lewis Rice as Bankruptcy Counsel
DOTLESS LLC: Plan Exclusivity Period Extended to October 7
DP ENTERPRISE: Taps Licenciado Carlos Alberto Ruiz as Counsel
DRF LOGISTICS: Hires Stretto Inc. as Claims and Noticing Agent
ELK CREEK: Jill Durkin of Durkin Law Named Subchapter V Trustee
ENC PARENT: S&P Affirms 'B-' Issuer Credit Rating, Outlook Neg.
ENERGY FOCUS: Reports Net Loss of $554,000 in Fiscal Q2
EUBANKS ELECTRIC: Case Summary & Eight Unsecured Creditors
FIRST PATH: Seeks to Hire Nicholson Devine as Bankruptcy Counsel
FIRST PATH: Taps Brown Counsel and Huber Legal as Special Counsel
FULL CIRCLE: Gets OK to Hire Gorski & Knowlton PC as Legal Counsel
FULL CIRCLE: Seeks to Hire Chris Whalen CPA as Accountant
GAINWELL HOLDING: Moody's Cuts CFR to Caa1 & First Lien Loans to B3
GPS HOSPITALITY: Fitch Affirms & Then Withdraws 'CCC+' LongTerm IDR
GRAFTECH INTERNATIONAL: S&P Cuts ICR to 'CCC+', Outlook Negative
GRAN TIERRA: Moody's Affirms 'B2' CFR & Alters Outlook to Positive
GREAT FALLS: Voluntary Chapter 11 Case Summary
GUARDIAN ELDER: Hires Omni Agent as Administrative Agent
GUARDIAN ELDER: Hires SLIB II as Real Estate and Business Broker
GUARDIAN ELDER: Seeks to Hire Saul Ewing as Bankruptcy Counsel
GUARDIAN ELDER: Taps Allen Wilen of Eisner Advisory Group as CRO
GUARDIAN ELDER: Taps Klehr Harrison as Boards' Special Counsel
H2O BY DESIGN: Katharine Battaia Clark Named Subchapter V Trustee
HAMPTON TRANSPORTATION: Court Tosses Schoolman's Counterclaims
HANOVER HILLS: Seeks to Hire Fox Rothschild LLP as Attorney
HILLMAN SOLUTIONS: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
HOLZHAUER FORD STORM: Voluntary Chapter 11 Case Summary
HOLZHAUER FORD: Voluntary Chapter 11 Case Summary
HOLZHAUER MOTORS: Voluntary Chapter 11 Case Summary
I-ON DIGITAL: Posts $439,608 Net Loss in Fiscal Q2
ICON AIRCRAFT: Plan Exclusivity Period Extended to Oct. 31
IMMACULATA UNIVERSITY: Fitch Affirms 'BB-' IDR, Outlook Stable
INFOVINE INC: Unsecureds to Get Share of Income for 54 Months
IVANKOVICH FAMILY: Taps CohnReznick LLP as Financial Advisor
KALEIDOSCOPE CHARTER SCHOOL: S&P Withdraws 'BB-' Long-Term ICR
KDJJ ENTERPRISES: Gets Approval to Hire J&J Commercial as Broker
KING DRIVE: Taps Robert W. Morris & Company as Accountant
LEARNINGSEL LLC: Case Summary & One Unsecured Creditor
LEGAL RECOVERY: Updates Unsecured Claims Pay Details
LIFE TIME: Fitch Hikes LongTerm IDR to 'BB-', Outlook Stable
LUMEN TECHNOLOGIES: Moody's Hikes CFR to 'Caa1', Outlook Positive
LUMEN TECHNOLOGIES: Moody's Ups CFR to Caa1 & Alters Outlook to Pos
MADDEN CORPORATION: Arturo Cisneros Named Subchapter V Trustee
MADDIEBRIT PRODUCTS: Seeks to Hire Hahn Fife & Co as Accountant
MAY NEWARK: Secured Party Sets Sept. 24 Auction
MBMK PROPERTY: Taps Wheeler Diulio & Barnabei as Special Counsel
METRO AIR: Case Summary & 20 Largest Unsecured Creditors
MIGHTY-O CORP: Seeks to Hire James E. Dickmeyer as Legal Counsel
MOUNTAIN SPORTS: Comm. Taps Emerald Capital as Financial Advisor
MULTIPLAN CORP: S&P Alters Outlook to Negative, Affirms 'B' ICR
NATIONAL VISION: Moody's Cuts CFR to B1 & Alters Outlook to Stable
NATIONWIDE MEDICAL: Unsecureds to Get $5,400 via Quarterly Payments
NB CREST: Seeks to Tap Goe Forsythe & Hodges as Bankruptcy Counsel
NEPHRITE FUND 1: Seek to Hire Clemons Real Estate as Realtor
NEUEHEALTH INC: Reports Net Loss of $57.7 Million in Fiscal Q2
NEW CENTURY: Seeks to Hire Vivona Pandurangi as Bankruptcy Counsel
NEXERA MEDICAL: Taps Michael Moecker as Plan Administrator
NEXII BUILDING: Horizon Tech Marks $414,000 Loan at 75% Off
NEXII BUILDING: Horizon Tech Marks $422,000 Loan at 76% Off
NEXII BUILDING: Horizon Tech Marks $490,000 Loan at 74% Off
NEXII BUILDING: Horizon Tech Marks $491,000 Loan at 75% Off
NMN HOLDINGS: S&P Withdraws 'B-' Issuer Credit Rating
NORRIS TRAINING: Seeks to Tap Jackson Walker as Bankruptcy Counsel
NORRIS TRAINING: Taps Vestian Global as Real Estate Advisor
ORIGINAL HAROLD'S: Jeanette McPherson Named Subchapter V Trustee
PARKERVISION INC: Posts $327,000 Net Loss in Fiscal Q2
PARKWAY GENERATION: Moody's Alters Outlook on B1 Ratings to Stable
PARLEMENT TECHNOLOGIES: Seeks to Extend Plan Exclusivity
PATHS PROGRAM: Case Summary & One Unsecured Creditor
PDK LLC: Seeks to Hire Ojas Partners as Real Estate Agent
PORTERFIELD-SCHEID MANAGEMENT: Property Sale/Refinance to Fund Plan
PRAIRIE ACQUIROR: S&P Lowers Senior Secured Debt Rating to 'B-'
RHODIUM ENCORE: Voluntary Chapter 11 Case Summary
ROCKIES EXPRESS: S&P Downgrades ICR to 'B+', Outlook Negative
ROTI RESTAURANTS: Case Summary & 30 Largest Unsecured Creditors
RYVYL INC: Posts $12.1 Million Net Loss in Fiscal Q2
S&S HOLDINGS: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
SCILEX HOLDING: Reports $37.6 Million Net Loss in Fiscal Q2
SECURE ACQUISITION: Moody's Lowers 1st Lien Term Loan to 'B3'
SIRVA INC: S&P Downgrades ICR to 'SD' on Distressed Debt Exchange
SKC PROPERTIES: Hires Graham Properties as Property Manager
SOLID BIOSCIENCES: Posts $25.1 Million Net Loss in Fiscal Q2
SOORMA TRUCKING: Dawn Maguire Named Subchapter V Trustee
SOVEREIGN TAP: Seeks to Hire Timothy Culbertson as Legal Counsel
SPHERE 3D: Reports $2.1 Million Net Income in Fiscal Q2
STAR WELLINGTON: Case Summary & Seven Unsecured Creditors
TBOTG DEVELOPMENT: Seeks to Extend Plan Exclusivity to October 14
TCI HOLDINGS: Stephen Darr Named Subchapter V Trustee
TECTA AMERICA: Moody's Hikes CFR to B1 & Alters Outlook to Stable
TINA MARSHALL: Unsecureds Will Get 100% of Claims in Plan
TLC KID'S CENTER: Case Summary & 12 Unsecured Creditors
TOPGOLF CALLAWAY: Moody's Puts 'B1' CFR Under Review for Downgrade
TOPGOLF CALLAWAY: S&P Places 'B+' ICR on CreditWatch Negative
TOTALLY COOL: Case Summary & 20 Largest Unsecured Creditors
TPT GLOBAL: Delays Filing of Form 10-Q for Period Ended June 30
URBAN DISCOVERY: S&P Lowers School Revenue Debt Rating to 'B+'
UROGEN PHARMA: Reports Net Loss of $33.4 Million in Fiscal Q2
VANGUARD MEDICAL: Unsecureds to Get Share of Income for 3 Years
VERICAST CORP: Moody's Ups CFR to Caa1 & Alters Outlook to Stable
VERTEX ENERGY: Fitch Lowers LongTerm IDR to 'CC'
VOIP-PAL.COM INC: Reports $3.6 Million Loss in Fiscal Q3
WESCO AIRCRAFT: 2024/2026 Noteholders Revise Rule 2019 Statement
WOODMONT 2022-9: S&P Assigns Prelim BB- (sf) Rating on E-R Notes
WORKINGLIVE TECHNOLOGIES: Amends Unsecured Claims Pay Details
YUZHOU GROUP: Chapter 15 Case Summary
ZIGI USA: Plan Exclusivity Period Extended to August 27
[^] BOND PRICING: For the Week from August 19 to 23, 2024
*********
301 W NORTH: Seeks to Extend Plan Exclusivity to December 23
------------------------------------------------------------
301 W North Avenue, LLC, asked the U.S. Bankruptcy Court for the
Northern District of Illinois to extend its exclusivity periods to
file a plan of reorganization and obtain acceptance thereof to
December 23, 2024, respectively.
The Debtor's primary asset (the "Real Estate") is a mixed-use real
estate development commonly known as the North Park Pointe
Apartments located at 310 W. North Avenue, Chicago, Illinois 60610
at the southwest corner between North Avenue and North Park Avenue
in the Old Town neighborhood.
The Debtor explains that it requires additional time to continue to
communicate with its primary secured mortgage lender with the goal
of confirming a consensual plan of reorganization. If the parties
can agree to treatment under the plan, the Debtor is in a unique
position to maximize the value of its estate for all of the various
stakeholders. This first factor weighs in favor of an extension.
The Debtor claims that it has made good faith progress toward
reorganization. The Debtor has already filed a Disclosure Statement
and a confirmable Plan and has made good faith efforts to reach a
consensual plan with secured creditors, including its main secured
mortgage lender. This second factor also supports granting the
Debtor an extension.
The Debtor states that it is paying expenses as they come due. Not
only are post-petition expenses being paid, but the Real Estate is
generating significant net income, and the Debtor has been paying
significant monthly amounts to its secured mortgage lender
throughout the bankruptcy case. This third factor supports granting
the Debtor an extension of the Exclusivity Periods.
Finally, certain unresolved contingencies prevent the Debtor from
finalizing a chapter 11 plan. The Debtor is still attempting to
negotiate the treatment of its secured mortgage lender's claim as
well as other lien creditors. The amount and nature of these claims
will impact their treatment and the treatment of other claims under
a plan. Therefore, this final factor thus weighs in favor of the
Court extending exclusivity.
301 W North Avenue, LLC is represented by:
Robert W. Glantz, Esq.
Jeffrey M. Schwartz, Esq.
MUCH SHELIST, P.C.
191 N. Wacker Drive, Suite 1800
Chicago, IL 60606
Telephone: (312) 521-2000
Facsimile: (312) 521-3000
Email: rglantz@muchlaw.com
jschwartz@muchlaw.com
About 301 W North Avenue
301 W North Avenue, LLC is engaged in activities related to real
estate.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-02741) on February
27, 2024. In the petition signed by F. Martin Paris, Jr., president
of MK Manager Corp. as manager of Debtor, the Debtor disclosed up
to $50 million in both assets and liabilities.
Judge Donald R. Cassling oversees the case.
Robert Glantz Much Shelist, P.C., Esq. at MUCH SHELIST PC,
represents the Debtor as legal counsel.
360 GLOBAL: Hires Cohen Law Group as Special Counsel
----------------------------------------------------
360 Global Warehousing and Distribution, LLC seeks approval from
the U.S. Bankruptcy Court for the Central District of California to
employ Cohen Law Group as special counsel.
The firm will render these services:
(a) advise, consult, and prosecute Debtor's civil lawsuit
described as Los Angeles County Superior Court Case No.
24CMCV00549;
(b) assist in the preparation of such pleadings as are
required for the proper administration and prosecution of this
case; and
(c) assist in the preparation of discovery and taking of
depositions as necessary to properly prosecute this case in favor
of the Debtor.
Cohen Law has requested for a retainer in the amount of $5,000. The
firm wil charge $400 per hour for legal services.
Jordan M. Cohen, a partner at Cohen Law Group, LLC, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jordan M. Cohen, Esq.
Cohen Law Group
1901 Avenue of the Stars, Suite 1901
Los Angeles, CA
Telephone: (310) 747-1883
Email: jordan@cohenlawgroupla.com
About 360 Global Warehousing
360 Global Warehousing and Distribution, LLC sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case
No. 24-15084) on June 27, 2024, with up to $100,000 in assets and
up to $500,000 in liabilities.
Judge Vincent P. Zurzolo presides over the case.
John H. Bauer, Esq., at Financial Relief Legal Advocates Inc.
represents the Debtor as legal counsel.
360 GLOBAL: Seeks to Hire Zacharin Consulting as Accountant
-----------------------------------------------------------
360 Global Warehousing and Distribution, LLC seeks approval from
the U.S. Bankruptcy Court for the Central District of California to
employ Zacharin Consulting to prepare various updated and
accurate accounting information.
Zacharin has agreed to provide accounting work related to Debtor's
2024 records for $5,250. This work will include the preparation of
a Debtor Balance Sheet covering the period from January 2, 2024
through July 31, 2024.
The monthly accounting fee based upon accounting and financial
services for the January through July, 2024 is $750/month.
Natalia Zacharin, principal of Zacharin Consulting, assured the
court that the firm does not hold nor represent any interest
adverse to the Debtor or the estate.
The accountant can be reached through:
Natalia Zacharin, CPA
Zacharin Consulting
43a East Gordon Street
Bel Air, MD 21014
Tel: (240) 394-1433
Email: natalia@zacharinconsulting.com
About 360 Global Warehousing
360 Global Warehousing and Distribution, LLC sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case
No. 24-15084) on June 27, 2024, with up to $100,000 in assets and
up to $500,000 in liabilities.
Judge Vincent P. Zurzolo presides over the case.
John H. Bauer, Esq., at Financial Relief Legal Advocates Inc.
represents the Debtor as legal counsel.
ABUNDANT LIFE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Abundant Life Chiropractic, P.A.
3000 Research Forest, Suite 150
Spring, TX 77381
Business Description: The Debtor operates a wellness chiropractic
center.
Chapter 11 Petition Date: August 23, 2024
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 24-33862
Judge: Hon. Jeffrey P Norman
Debtor's Counsel: Robert C. Lane, Esq.
THE LANE LAW FIRM
6200 Savoy Dr Ste 1150
Houston TX 77036-3369
Tel: (713) 595-8200
Email: notifications@lanelaw.com
Total Assets: $59,398
Total Debts: $1,560,814
The petition was signed by Christopher Robert Zaino as owner.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/USMGVAI/Abundant_Life_Chiropractic_PA__txsbke-24-33862__0001.0.pdf?mcid=tGE4TAMA
ACORDA THERAPEUTICS: Plan Exclusivity Period Extended to Sept. 30
-----------------------------------------------------------------
Judge David S. Jones of the U.S. Bankruptcy Court for the Southern
District of New York extended Acorda Therapeutics, Inc. and its
affiliates' exclusive periods to file a plan of reorganization and
obtain acceptance thereof to September 30 and November 29, 2024,
respectively.
As shared by Troubled Company Reporter, 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.
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.
ALBERTSONS COMPANIES: Moody's Ups CFR to Ba1 & Unsec. Notes to Ba2
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Moody's Ratings has upgraded Albertsons Companies, Inc.
("Albertsons") Corporate Family Rating to Ba1 from Ba2, its
probability of default rating to Ba1-PD from Ba2-PD, and the
ratings on its senior unsecured notes to Ba2 from Ba3. Moody's also
upgraded Safeway Inc.'s ("Safeway") legacy senior unsecured ratings
to Ba2 from Ba3 assumed by Albertson's Holdings LLC. Albertsons
speculative grade liquidity rating ("SGL") was upgraded to SGL-1
from SGL-2. The rating outlook for both issuers is positive.
Previously, the ratings were on review for upgrade. This concludes
a review for upgrade, which was initiated on October 14, 2022
following The Kroger Co.'s ("Kroger") announced acquisition of
Albertsons.
The ratings upgrade reflects the effect of Albertsons debt
reduction efforts and resilient operating performance despite a
challenging consumer spending environment that has resulted in
improved credit metrics. The upgrade also reflects the company's
meaningfully reduced private equity ownership, differentiated
merchandising, increase in its high margin owned brand portfolio,
high number of digital customers, and ongoing productivity
improvements. Moody's expect the company to operate conservatively,
with a focus on prudent financial leverage, good free cash flow and
very good liquidity.
The positive outlook reflects Kroger's potential acquisition of
Albertsons that is awaiting regulatory approval. Should regulatory
approval be granted and Kroger's acquisition of Albertsons close
with all of the Kroger, Albertsons and Safeway debt pari-passu,
Moody's will likely upgrade the rating on Albertsons' and Safeway's
senior unsecured notes to Baa1, the same as Kroger's senior
unsecured rating.
RATINGS RATIONALE
Albertsons' Ba1 Corporate Family Rating reflects its sizable scale
as the second largest traditional supermarket in the US, leading
market position, well established owned brand portfolio and
significant store ownership. Albertsons large base of stores that
are owned rather than leased represent a credit positive, as it
reduces the company's fixed cost burden relative to companies with
leased real estate, and provides a source of value to creditors.
The company's sales continue to grow reflecting low to mid-single
digit same store sales. In addition, Albertsons digital sales have
grown an average of 25% since fiscal 2022 as consumers increasingly
got comfortable ordering online. Since 2018 Albertsons has reduced
funded debt by 25%. Lower debt combined with strong operating
performance has led to debt to EBITDA of about 3.0x since 2020 from
a high of 4.8x in 2018, with EBITA to interest at about 3.0x from
1.3x for the same period. Moody's expect debt to EBITDA and EBITA
to interest to remain relatively stable over the next 12 months.
The ratings are constrained by Moody's view that the supermarket
segment is a mature sector that faces intense price competition
between traditional players and alternative food retailers, such as
Walmart Inc., Target Corporation and Costco Wholesale Corporation.
While Albertsons is not insulated from challenged consumer spending
and fierce competition, Moody's believe that the company will
remain a very effective competitor.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Albertsons ratings will be upgraded if their merger with Kroger is
completed and the remaining Albertsons debt and heritage Safeway
debt becomes pari-passu with Kroger's debt. Excluding the
acquisition, an upgrade would require an articulated financial
policy, capital structure, and liquidity that supports an
investment grade rating, as well as increased independent Board
membership. Quantitatively ratings could be upgraded if same store
sales growth is consistently positive, liquidity is very good,
debt/EBITDA is sustained below 2.5x, and EBITA/interest is
sustained above 5.0x.
Ratings could be downgraded if Albertsons identical store sales
performance or operating margin trends turn negative or trail
peers, liquidity deteriorates, or financial policies become more
aggressive. Quantitatively ratings could be downgraded if
debt/EBITDA is sustained above 3.75x or EBITA/interest is sustained
below 3.5x.
The principal methodology used in these ratings was Retail and
Apparel published in November 2023.
Headquartered in Boise, Idaho Albertsons Companies, Inc. is the
second largest traditional supermarket in the U.S. As of June 18,
2024 the Company operated 2,269 retail stores with 1,725
pharmacies, 403 associated fuel centers, 22 dedicated distribution
centers and 19 manufacturing facilities. The Company operates
stores across 34 states and the District of Columbia with more than
20 well known banners including Albertsons, Safeway, Vons,
Pavilions, Randalls, Tom Thumb, Carrs, Jewel-Osco, Acme, Shaw's,
Star Market, United Supermarkets, Market Street, Haggen, Kings Food
Markets and Balducci's Food Lovers Market. Cerberus Capital
Management owns 26% of Albertsons' common equity. Annual revenue is
about $79.5 billion.
ALTAHIR INC: Frances Smith Named Subchapter V Trustee
-----------------------------------------------------
The U.S. Trustee for Region 6 appointed Frances Smith, Esq., at
Ross, Smith & Binford, PC, as Subchapter V trustee for Altahir Inc.
Ms. Smith will be paid an hourly fee of $475 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Smith declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Frances A. Smith, Esq.
Ross, Smith & Binford, PC
700 N. Pearl Street, Ste. 1610
Dallas, TX 75201
Phone: 214-593-4976
Fax: 214-377-9409
Email: frances.smith@rsbfirm.com
About Altahir Inc.
Altahir Inc. filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Texas Case No. 24-32399) on August 12,
2024, with $100,001 to $500,000 in assets and $500,001 to $1
million in liabilities.
Judge Scott W. Everett presides over the case.
Daniel Herrin, Esq., at Herrin Law, PLLC represents the Debtor as
legal counsel.
AMERICAN TITANIUM: Seeks to Extend Plan Exclusivity to November 27
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American Titanium Works, LLC, ("ATW") asked the U.S. Bankruptcy
Court for the Northern District of Illinois to extend its
exclusivity periods to file a plan of reorganization and obtain
acceptance thereof to November 27, 2024 and January 27, 2025,
respectively.
The Debtor submits that these factors weigh in favor of finding
cause and granting the Requested Extension:
* First, while this Chapter 11 Case is not large or complex,
the Debtor has been focusing much of its efforts on marketing its
assets for a section 363(f) sale. Indeed, given the absence of an
operating business and the limited number of people working on
behalf of the Debtor, most of the Debtor's attention has been
focused on this Chapter 11 Case, in general, and the pursuit of
financing and a sale, in particular. The Debtor is now in the final
stages of negotiations with a buyer and is finalizing an asset
purchase agreement.
* Second, the Requested Extension is the Debtor's first
request related to exclusivity and comes approximately 100 days
into this Chapter 11 Case. Courts routinely grant debtors' requests
for an initial extension.
* Third, the Debtor has made good faith progress towards a
successful Chapter 11 Case. The main goals of this Chapter 11 Case
were to avoid Tronox's preferential UCC-1 Financing Statement under
section 547(b) of the Bankruptcy Code and to maximize recoveries
for all creditors through a financing or sale of the Debtor's
business.
* Fourth, the Debtor is a non-operating entity. As such, the
only liabilities the Debtor is accruing relate to the
administration of this Chapter 11 Case, and the Debtor has secured
sufficient financing to cover these liabilities.
* Fifth, the Debtor has exhibited a reasonable prospect for a
viable plan of liquidation. The Debtor is pursuing a sale of
substantially all of its assets. The Debtor anticipates that the
sale will generate adequate proceeds to carry this Chapter 11 Case
through a successful chapter 11 plan of liquidation.
American Titanium Works LLC is represented by:
Mark L. Radtke, Esq.
Nora J. McGuffey, Esq.
Foley & Lardner LLP
321 N. Clark Street, Suite 3000
Chicago, IL 60654
Tel: (312) 832-4500
Fax: (312) 832-4700
Email: mradtke@foley.com
nora.mcguffey@foley.com
About American Titanium Works
American Titanium Works LLC in Chicago, IL, filed its voluntary
petition for Chapter 11 protection (Bankr. N.D. Ill. Case No.
24-06559) on May 1, 2024, listing $1 million to $10 million in
assets and $10 million to $50 million in liabilities. Thomas F. Sax
as CEO, signed the petition.
Judge Timothy A Barnes oversees the case.
FOLEY & LARDNER LLP serve as the Debtor's legal counsel.
ANADA INC: Miller & Richman Advise Committee of Unsecured Creditors
-------------------------------------------------------------------
In the Chapter 11 cases of Anada, Inc. and affiliates, the Official
Committee of Unsecured Creditors of OvaInnovations, LLC
("Committee") filed a verified statement in accordance with Rule
2019 of the Federal Rules of Bankruptcy Procedure.
On April 29, 2024, under the authority of 11 U.S.C. § 1102, the
United States Trustee for the Western District of Wisconsin ("UST")
appointed the Committee by filing a notice at Docket Number 43 in
Case Number 24-10663. The UST appointed the following entities to
serve on the Committee:
1. JB Hunt Transport, Inc., 615 JB Hunt Corporate Drive, Lowell, AR
72745
2. Membrane Process and Controls, 922 North Third Avenue, Edgar, WI
54426
3. Versova, 241 St. Andrews Way, Sioux Center, IA 51250
The Committee subsequently selected Miller, Canfield, Paddock and
Stone, P.L.C. as its primary counsel and Richman & Richman LLC as
co-counsel/local counsel. These selections were approved by Court
orders.
The Committee Members' address and the nature and amount of
disclosable economic interests held in relation to the Debtors are:
1. JB Hunt Transport, Inc.
615 JB Hunt Corporate
Dr. Lowell, AR 72745
* Unsecured claim of $839,522.29 for services provided, as set
forth in Claim Number 11 filed
in Case Number 24-10662
2. Membrane Process and Controls
922 North Third Ave.
Edgar, WI 54426
* Unsecured claim of $96,153.25 for goods and services, as set
forth in Claim Number 17 filed
in Case Number 24-10662
3. Versova
241 St. Andrews Way
Sioux Center, IA 51250
* Unsecured claims totaling $1,400,354.52 for egg products sold,
comprised of: (a) $336,569.57,
as set forth in Claim Number 28 filed by Versova farm Center
Fresh Egg Farm, Inc.; (b)
$85,082.22, as set forth in Claim Number 29 filed by Versova
farm Centrum Valley Farms, LLP;
(c) $751,480.00, as set forth in Claim Number 30 filed by
Versova farm Hawkeye Pride Egg Farms,
LLP; (d) $66,669.20, as set forth in Claim Number 31 filed by
Versova farm Iowa Cagefree, LLP,
and (e) $160,553.53, as set forth in Claim Number 32 filed by
Versova farm Trillium Farm
Holdings, LLC.
Counsel for the Official Committee of Unsecured Creditors of
OvaInnovations, LLC:
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
Marc N. Swanson, Esq.
Ronald A. Spinner, Esq.
150 W. Jefferson Avenue, Suite 2500
Detroit, MI 48226
Telephone: (313) 496-7829
Fax: (313) 496-8452
Email: swansonm@millercanfield.com
spinner@millercanfield.com
- and –
RICHMAN & RICHMAN LLC
Michael P. Richman, Esq.
122 West Washington Avenue, Suite 850
Madison, Wisconsin 53703
(608) 630-8990
Email: mrichman@RandR.law
About Anada Inc.
Anada, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wisc. Case No. 24-10662) on April 8,
2024, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. David Rettig, president, signed the
petition.
Judge Catherine J. Furay presides over the case.
Kristin J. Sederholm, Esq. at KREKELER LAW, S.C., represents the
Debtor as legal counsel.
ANSARI PIZZA: Amends Administrative & Pinellas County Claims Pay
----------------------------------------------------------------
Ansari Pizza LLC and its affiliates filed with the U.S. Bankruptcy
Court for the Middle District of Florida a Modified Joint Plan of
Reorganization for Small Business dated July 31, 2024.
Except to the extent that the Priority Tax Claim Holder abd the
Debtors have agreed or may agree to a different treatment, each
Holder of an Allowed Priority Tax Claim which is not specifically
classified will be paid a total value as of the effective date of
the Allowed amount which will be paid through the Plan in equal
monthly installments.
The amounts owed to the Internal Revenue service shall be updated
to include the amounts reflected in the IRS's amended proof of
claims filed in each case. Each monthly payment will include
interest on the Allowed amount at the applicable statutpry rate per
annum from the effective date. For clarity, the statutory interest
rate for the periodic payments to Tennessee Department of Revenue
is 13.25%.
Class 7 consists of the Allowed Secured Claim of the Pinellas
County Tax Collector ("PCTC") for ANSARI PIZZA, LLC's 2023 and 2024
(estimated) Tangible Personal Property Taxes for which it has filed
a proof of claim in the amount of $5,979.66. Based upon the
assessments determined by the Property Appraiser's Office for the
Property, the PCTC shall have an Allowed Class 7 Secured Claim of
$5,979.66.
In full satisfaction of the Allowed Class 7 Secured Claim, PCTC
shall receive payment of its Allowed Class 7 Secured Claim in equal
monthly installments over 12 months with interest at the applicable
statutory rate per annum from the effective date. Payments shall
commence on the 1st day of the month following the effective date
and continue on the 1st day of each month thereafter during the
remainder of the term.
A full-text copy of the Modified Joint Plan dated July 31, 2024 is
available at https://urlcurt.com/u?l=2GZA0G from PacerMonitor.com
at no charge.
Attorney for the Debtor:
R. Scott Shuker, Esq.
Shuker & Dorris, P.A.
121 S. Orange Avenue, Suite 1120
Telephone: (407) 337-2060
Facsimile: (407) 337-2050
Email: rshuker@shukerdorris.com
About Ansari Pizza
Ansari Pizza LLC and its affiliates filed voluntary petitions for
mrelief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla.
Lead Case No. 24-01433) on Mar. 25, 2024. The case is jointly
administered in Case No. 24-01433. In the petitions signed by
Nabeel T. Ansari, manager, Ansari Pizza disclosed up to $10 million
in both assets and liabilities.
Judge Grace E. Robson oversees the case.
R. Scott Shuker, Esq. at Shuker & Dorris, PA represents the Debtor
as counsel.
ANTHONY'S 31: Seeks to Hire EXP Commercial of California as Broker
------------------------------------------------------------------
Anthony's 31 Courtyard, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of California to employ EXP
Commercial of California, Inc. as real estate broker.
The firm will list the Debtor's real property best known as 8330
Case Street, San Diego, CA 91942, with an APN of 490-631-27-00,
consisting of an empty lot 27 consisting of approximately 0.89
acres for sale.
The firm will be paid a commission of 4 percent of the sales price
of the property.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Louis Chavez
EXP24 Commercial of California, Inc.
2603 Camino Ramon #200
San Ramon, CA 91316
Phone: (323) 422-1910
Email: info@lccinvestgroup.com
About Anthony's 31 Courtyard
Anthony's 31 Courtyard, LLC, a company in La Mesa, Calif., filed
Chapter 11 petition (Bankr. S.D. Calif. Case No. 23-02292) on Aug.
2, 2023, with $1 million to $10 million in both assets and
liabilities.
Judge Margaret M. Mann oversees the case.
Gustavo E. Bravo, Esq. at BRAVO LAW APC represents the Debtor as
counsel.
APMI INC: Seeks to Hire Walton Law Group as Bankruptcy Counsel
--------------------------------------------------------------
APMI, Inc. seeks approval from the U.S. Bankruptcy Court for the
District of Maryland to employ Walton Law Group, LLC as counsel.
The firm will render these services:
(a) prepare and file all necessary bankruptcy pleadings on
behalf of the Debtor;
(b) negotiate with secured creditors regarding post-petition
payments and a Chapter 11 Plan;
(c) represent with respect to adversary and other proceedings
in connection with the bankruptcy;
(d) prepare the Debtor's status reports, disclosure statement,
and plan of reorganization;
(e) prepare and respond to any and all necessary pleadings and
requests from the court, trustee, creditors, and any other
interested party; and
(f) advise the Debtor with respect to powers and duties as a
debtor in continued and future financial affairs.
The hourly rates of the firm's counsel and staff are as follows:
Charles E. Walton $375
Senior Associates $275
Junior Associates $200
Paralegal $75
Financial Analysis $75
Charles Walton, Esq., an attorney at Walton Law Group, disclosed in
a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Charles E. Walton, Esq.
Walton Law Group, LLC
10905 Fort Washington Road, Suite 201
Fort Washington, MD 20744
Telephone: (301) 233-0607
Facsimile: (202) 595-9121
Email: cwalton@cwaltonlaw.com
About APMI Inc.
APMI, Inc. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Md. Case No. 24-15489) on June 28, 2024, listing
under $1 million in both assets and liabilities.
Judge Lori S. Simpson oversees the case.
Charles E. Walton, Esq., at Walton Law Group, LLC is the Debtor's
legal counsel.
AS SPECIFIED: Case Summary & 12 Unsecured Creditors
---------------------------------------------------
Debtor: As Specified, Inc.
d/b/a Indon International
6752 Curtis Street
Orlando, FL 32807
Business Description: Indon International specializes in the
manufacturing of custom casegoods and
seating for 3 to 5-star hospitality projects
worldwide.
Chapter 11 Petition Date: August 23, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-04465
Judge: Hon. Tiffany P Geyer
Debtor's Counsel: Daniel A. Velasquez, Es.q
LATHAM LUNA EDEN & BEAUDINE LLP
201 S. Orange Avenue
Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: dvelasquez@lathamluna.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Rick J. Gursky as sole shareholder.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 12 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/E26WA5Q/As_Specified_Inc__flmbke-24-04465__0001.0.pdf?mcid=tGE4TAMA
ASSETTA ENTERPRISES: Hires Bretta Law Advisors as Legal Counsel
---------------------------------------------------------------
Assetta Enterprises, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Massachusetts to hire Bretta Law
Advisors, P.C., as counsel.
The firm wil render these services:
a. provide general advice and legal services in connection
with the continued operation of the Debtor;
b. evaluate and prosecute of defense or potential and asserted
claims of and against the Debtor;
c. negotiate and file a Disclosure Statement and Plan of
Reorganization;
d. prepare and file motions, notices, applications,
complaints, reports and other documents necessary or appropriate in
the course of the bankruptcy case;
e. represent the Debtor in all hearings, conferences, trials,
examinations, meetings and other proceedings, whether judicial,
administrative or informal; and
f. provide all other services that customarily and
appropriately handled by the Bretta Law Advisors upon mutual
agreement.
Bretta Law Advisors holds a retainer in the amount of $4,000.
Bretta Law Advisors will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Laurel E. Bretta, a partner at Bretta Law Advisors, 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.
Bretta Law Advisors can be reached at:
Laurel E. Bretta, Esq.
BRETTA LAW ADVISORS, P.C.
77 Mystic Avenue
Medford, MA 02155
Telephone: (781) 395-1545
Facsimile: (781) 395-0012
E-mail: bglaw@lbretta.com
About Assetta Enterprises
Assetta Enterprises, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Mass. Case No.
24-11594) on August 7, 2024, with up to $50,000 in assets and up to
$1 million in liabilities.
Laurel E. Bretta, Esq. at Bretta Law Advisors, P.C. represents the
Debtor as bankruptcy counsel.
AVON PRODUCTS: Fitch Withdraws Ratings Amid Bankr. Filing
---------------------------------------------------------
Fitch Ratings has downgraded Avon Products, Inc.'s (API) Long-Term
Foreign Issuer Default Rating (IDR) to 'D' from 'BB' following the
company's Chapter 11 bankruptcy protection filing on Aug. 12, 2024
to address debt and potential legal liabilities related to talc
lawsuits. Fitch has also downgraded its unsecured notes due in 2043
to 'C' from 'BB'. At the same time, Fitch withdrew both ratings.
Fitch is withdrawing API's ratings as it has entered bankruptcy
proceedings. Accordingly, Fitch will no longer provide ratings or
analytical coverage for API.
Key Rating Drivers
Chapter 11 Process: On Aug. 12, 2024, API announced that it had
voluntarily filed for Chapter 11 in U.S. Bankruptcy Court, seeking
to restructure its debt and legacy liabilities. As of June 2024,
its debt consisted of approximately USD21 million in senior
unsecured bonds and working capital, plus an estimated USD2.0
billion in intercompany loans from Natura & Co. Holding S.A.
(Natura, BB+/Outlook Stable).
Natura is API's largest creditor, and committed USD43 million
debtor-in possession (DIP) financing and made a USD125 million bid
to acquire Avon's operations outside the U.S. through a court
supervised auction process. Fitch does not expect any material
implication in Natura's or Avon's operations outside the U.S.,
which are not part of the Chapter 11 process.
Derivation Summary
API's downgrade to 'D' follows its Aug. 12, 2024 Chapter 11
bankruptcy filing.
RATING SENSITIVITIES
Rating sensitivities are not applicable given that the ratings have
been withdrawn.
Issuer Profile
Avon Products, Inc. is a non-operating holding company based in the
U.S. with operating assets in several European countries, the
Middle East/Africa, Central America and Asia-Pacific. The company
is a wholly owned subsidiary of Natura & Co. Holdings S.A., which
holds 98.7% of shares.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
Entity/Debt Rating Prior
----------- ------ -----
Avon Products, Inc. LT IDR D Downgrade BB
LT IDR WD Withdrawn D
senior unsecured LT WD Withdrawn C
senior unsecured LT C Downgrade BB
BAYOU POINTE: Seeks to Hire Berger Singerman as Special Counsel
---------------------------------------------------------------
Bayou Pointe Villas, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Florida to employ Berger
Singerman LLP as special counsel.
Berger will assist in renegotiating the Chapter 11 Plan and the
related Maximum Feasible Assessment.
The firm will be paid at these rates:
Attorneys $415 to $900 per hour
Paralegal $325 to $395 per hour
The firm has requested a $15,000 security retainer.
Brian Rich, Esq., a member of Berger Singerman, assured the court
that his firm is a "disinterested person" as defined in 11 U.S.C.
101(14).
The firm can be reached through:
Brian G. Rich, Esq.
Berger Singerman LLC
313 North Monroe Street, Suite 301
Tallahassee, FL 32301
Phone: (850) 521-6725
Email: brich@bergersingerman.com
About Bayou Pointe Villas
Bayou Pointe Villas, Inc., a tax-exempt 501(c) non-profit entity in
Panama City, Fla., filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 21-50111) on Nov.
12, 2021, listing $408,751 in assets and $2,216,188 in liabilities.
Jodi D. Dubose serves as Subchapter V trustee.
Judge Karen K. Specie oversees the case.
Michael A. Wynn, Esq., at Charles M. Wynn Law Offices, P.A. is the
Debtor's legal counsel. Tucker & Green, CPA and Professional
Management Systems, Inc. are the Debtor's accountants.
BODY DETAILS: Seeks to Hire Van Horn Law Group as Legal Counsel
---------------------------------------------------------------
Body Details LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of Florida to hire Van Horn Law Group, PA as
bankruptcy counsel.
The firm's services include:
(a) advise the Debtor with respect to its powers and duties as
a debtor in possession and the continued management of its business
operations;
(b) advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
(c) prepare all legal documents;
(d) protect the interest of the Debtor in all matters pending
before the court; and
(e) represent the Debtor in negotiation with its creditors in
the preparation of a plan.
The firm's hourly rates range from $150 to $450 per hour for law
clerks, paralegals, and attorneys.
The firm received a retainer in the amount of $25,000, plus $1,738
filing fee.
Mr. Horn 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:
Chad Van Horn, Esq.
Van Horn Law Group, P.A.
500 NE 4th Street #200
Fort Lauderdale, FL 33301
Telephone: (954) 765-3166
Facsimile: (954) 756-7103
Email: Chad@cvhlawgroup.com
About Body Details LLC
Body Details LLC is a laser treatment provider offering hair
removal, tattoo removal and skin rejuvenation services.
Body Details LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-17571) on July 26,
2024. In the petition filed by Claudio Sorrentino, as chief
executive officer, the Debtor reports total assets of $8,755,768
and total liabilities of $3,916,734.
The Debtor is represented by Chad Van Horn, Esq. at Van Horn Law
Group, P.A.
BROWNIE'S MARINE: Delays Filing of Form 10-Q for Q2 2024
--------------------------------------------------------
Brownie's Marine Group, Inc. disclosed via Form 12b-25 filed with
the U.S. Securities and Exchange Commission that it is unable to
file its Quarterly Report on Form 10-Q for the three months ended
June 30, 2024 by the prescribed date of August 14, 2024, without
unreasonable effort or expense, because the it needs additional
time to prepare and review the financial statements, including
notes, to be included in the Report primarily due to limited
resources and financial and accounting personnel. The Company
intends to file the Report as soon as practicable following the
prescribed due date.
About Brownie's Marine
Headquartered in Pompano Beach, Florida, Brownie's Marine Group,
Inc., through its wholly owned subsidiaries, designs, tests,
manufactures, and distributes tankless dive systems, rescue air
systems, and yacht-based self-contained underwater breathing
apparatus ("SCUBA") air compressor and nitrox generation fill
systems. The Company also acts as the exclusive distributor in
North and South America for Lenhardt & Wagner GmbH ("L&W")
compressors in the high-pressure breathing air and industrial gas
markets. Additionally, the Company is the exclusive United States
and Caribbean distributor for Chrysalis Trading CC, a South African
manufacturer of fitness and dive equipment, which is doing business
as Bright Weights, of a dive ballast system produced in South
Africa.
Margate, Florida-based Assurance Dimensions, the Company's auditor
since 2022, issued a "going concern" qualification in its report
dated May 9, 2024, citing that the Company had a net loss of
approximately $1,248,115 and cash used in operating activities of
approximately $374,827 for the year ended Dec. 31, 2023, as well as
an accumulated deficit of approximately $17,685,610 as of Dec. 31,
2023. These factors raise substantial doubt about the Company's
ability to continue as a going concern.
C&D TECHNOLOGIES: S&P Places 'B-' ICR on CreditWatch Developing
---------------------------------------------------------------
S&P Global Ratings placed all of its ratings on C&D Technologies,
including its 'B-' issuer credit rating and term loan issue-level
rating, on CreditWatch with developing implications.
S&P said, "The CreditWatch development placement reflects that we
could lower our ratings over the next few months if the company
does not successfully address its upcoming debt maturities
including its first-lien term loan and subscription facility.
Alternatively, we could raise our ratings if the company refinances
its term loan and repays or refinances its subscription facility in
a manner that alleviates refinancing risk and preserves our
expectation of steady cash flow and good credit ratios.
"Our placement of the ratings on CreditWatch reflects C&D
technologies' improved near-term liquidity from the 45X credit and
heightened refinancing risk related to the upcoming maturity of its
first-lien term loan. In the second quarter of 2024 (period ended
June 30, 2024), C&D Technologies received its first cash inflow
from the 45X credit and used part of these proceeds to fully pay
down its outstanding draw on its asset-based lending (ABL) credit
facility. However, the company also has a $100 million subscription
facility due Dec. 13, 2025, and its $400 million first-lien term
loan is due Dec. 20, 2025. While the ABL facility matures June 30,
2027, it has a springing maturity 91 days before the term loan.
There is currently sufficient cash on hand to cover the maturity of
the subscription facility. However, the longer the company waits to
refinance the term loan, the greater the risk that capital market
conditions could weaken, limiting the company's options and putting
more pressure on a successful refinancing of its term loan. Despite
good credit ratios from the 45X credit, our rating and CreditWatch
placement incorporate our assessment of the rising financial and
liquidity risks as the time to maturity on the term loan shortens.
"Our calculation of the company's S&P Global Ratings-adjusted
EBITDA and FOCF includes the expected future benefits of the 45X
credit. In August 2022, the IRA was signed into law, which included
tax incentives for companies that provide products related to
renewable energy sources. The scope of the 45X credits cover a
range of energy generation and storage products that are required
to be produced domestically after Jan. 1, 2023, and sold during the
taxable year to an unrelated party. The tax credits are currently
available for 10 years, through 2032, with a phase-out period
beginning in 2030.
"A sizable portion of the lead-acid batteries within C&D
Technologies' motive segment qualify for the tax credit. As a
result, the company has elected to recognize these credits under
government grant accounting as a reduction of cost of goods sold on
the income statement and within operating activities on the cash
flow statement. While the credits are subject to annual acceptance
by the U.S. Internal Revenue Service (IRS), we treat them as a
direct reduction to operating expenses. Therefore, we recognize the
credit in our calculation of both the company's EBITDA and FOCF
over the forecast horizon.
"However, our view of C&D Technologies financial risk also
incorporates its private equity ownership, which could include
dividends. We also note the risk that a change in government policy
could change the magnitude and certainty of these credits in future
periods.
"We anticipate modest revenue growth in 2024 as the replacement
cycle for batteries normalizes. In the first half of 2024, C&D
Technologies generated revenue of $438 million, which was down
about 6% from the first half of 2023. However, the second quarter
marked the third sequential improvement from the company's trough
period following a pull-forward in replacement cycle demand during
the height of the pandemic. We anticipate the company will continue
to improve its revenue through the duration of 2024 as the
replacement cycle for batteries, especially within the golf cart
business, returns to historical levels and channel destocking
issues ease.
"We also expect growth in sales of lithium-ion batteries, albeit
from a small base, as the company ramps up its product offering in
this category. Over the past couple of years, C&D Technologies
invested heavily in the capacity build-out for lithium-ion based
batteries that will be primarily sold within its motive segment.
While the selling price for lithium batteries is higher, the
company's customers are increasingly interested in converting
existing solutions within the specialty motive and backup power
applications to lithium-ion as it offers a longer lifecycle,
operational capacity, and charging efficiency.
"With a strong order pipeline that could exceed $50 million by the
end of 2024, we believe the company can scale the business
relatively quickly over the next 12-24 months. However, the costs
associated with building a scalable business are large and this
product offering will likely operate at a loss until 2026, creating
a modest drag on the company's profitability over the near term.
"As a result of the costs associated with the lithium business, we
anticipate margins (excluding the 45X credit) to remain muted in
2024 before increasing 75-125 basis points (bps) in 2025 as the
lithium business expands. We expect debt leverage of mid-6x in 2024
before improving to mid-5x in 2025, excluding the 45X credits.
Including the credits, we expect leverage will remain at in the
mid-1x area in both 2024 and 2025.
"The 45X credit will boost C&D Technologies' FOCF. For the
last-12-month (LTM) period ended June 30, 2024, the company
generated $216 million of S&P Global Ratings-adjusted FOCF from
receipt of the 45X credit and modest working capital inflows. In
2024, we expect FOCF (excluding the 45X credit) could be modestly
negative as the company builds inventory in anticipation of a
rebounding replacement cycle demand, as well as incurs continued
costs associated with the lithium business. C&D Technologies has
invested in higher levels of capital expenditures (capex) over the
past couple of years as it built out several new lead-acid product
lines in addition to the lithium batteries.
"While we anticipate a modest pull-back in capital spending in
2024, we expect the company will continue to innovate, investing in
new product technologies that enhance the durability, performance,
and useful life of all its product categories.
"The placement of the ratings on CreditWatch with developing
implications reflects the uncertainty of the timing surrounding C&D
Technologies' refinancing of its term loan due Dec. 20, 2025. We
will look to resolve our placement of the ratings on CreditWatch
once we have more information regarding the timing of a refinancing
and details of the company's new capital structure. More
specifically, we could lower our ratings within the next few months
if the company does not successfully address its upcoming debt
maturities, including its first-lien term loan and subscription
facility. Alternatively, we could raise our ratings on the company
if it refinances its term loan and repays or refinances its
subscription facility in a manner that alleviates refinancing risk
and preserves our expectation of steady cash flow and good credit
ratios.
"Environmental factors are an overall neutral consideration in our
credit rating analysis of C&D Technologies. We view the company's
efforts in building out its lithium-ion battery business as
modestly positive given these products can store a higher amount of
energy with a lower strain on existing resources to recharge. We
also view the company's qualifications to receive the 45X credit as
positive, although this credit could have a finite life. Still, C&D
Technologies remains heavily exposed to the processing of lead-acid
batteries. Although lead-acid batteries are recyclable, this
process can result in lead contamination if not disposed of
appropriately. The potential for lead contamination creates both
reputational and financial risk for the industry as a whole.
"Governance factors are a moderately negative consideration in our
credit rating analysis of C&D Technologies, as is the case for most
rated entities owned by private-equity sponsors. We believe the
company's aggressive 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."
Environmental, social, and governance (ESG) credit factors for this
change in credit rating/outlook and/or CreditWatch status:
-- Climate transition risks
CAMBER ENERGY: Delays Filing of Form 10-Q for Period Ended June 30
------------------------------------------------------------------
Camber Energy, Inc. disclosed via Form 12b-25 filed with the U.S.
Securities and Exchange Commission that it could not complete the
filing of its Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2024 due to a delay in obtaining and compiling
information required to be included in the Form 10-Q, which delay
could not be eliminated by the Company without unreasonable effort
and expense. In accordance with Rule 12b-25 of the Securities
Exchange Act of 1934, as amended, the Company will file the Form
10-Q no later than the fifth calendar day following the prescribed
due date.
About Camber Energy
Based in Houston, Texas, Camber Energy, Inc. --
http://www.camber.energy-- is a growth-oriented diversified energy
company. Through its majority-owned subsidiaries, the Company
provides custom energy and power solutions to commercial and
industrial clients in North America and has a majority interest in:
(i) an entity with intellectual property rights to a fully
developed, patented, proprietary Medical and Bio-Hazard Waste
Treatment system using Ozone Technology; and (ii) entities with the
intellectual property rights to fully developed, patented, and
patent-pending proprietary Electric Transmission and Distribution
Open Conductor Detection Systems. Additionally, the Company holds a
license to a patented clean energy and carbon-capture system with
exclusivity in Canada and for multiple locations in the United
States. Various of the Company's other subsidiaries own interests
in oil properties in the United States. The Company is also
exploring other renewable energy-related opportunities and/or
technologies, which are currently generating revenue or have a
reasonable prospect of generating revenue within a reasonable
period of time.
Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's
auditor since 2016, issued a "going concern" qualification in its
report dated March 25, 2024, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raises substantial doubt about its ability to continue as a
going concern.
CAMP RIM ROCK: Unsecureds Will Get 29% of Claims over 5 Years
-------------------------------------------------------------
Camp Rim Rock, LLC, filed with the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania a Plan of Reorganization for Small
Business dated July 31, 2024.
The Debtor owns and operates an overnight camp in Yellow Spring,
West Virginia for girls from ages 6 to 15. The camp has been in
business since 1952 (and under its current ownership since 2004)
and offers a wide array of outdoor and indoor activities, including
horseback riding, aquatics, performing arts and a variety of other
sports and activities.
The Debtor's principal secured lender is The Dime Bank, which holds
a first-priority mortgage debt (the "Senior Secured Debt") secured
by the Camp's Properties. The First Plan contemplated ongoing
monthly payments of $12,265.30 to Dime Bank on account of
principal, interest, and real estate tax escrow, with full payment
occurring by November 17, 2023 through any means, including
investment, sale, finance, or refinance. The Debtor remained
current on its monthly payment obligations but was unable to timely
close on a refinance of the Senior Secured Debt, and Dime Bank
sought to sell the Debtor's real property at a foreclosure sale on
May 2, 2024.
The Debtor filed the instant chapter 11 case on May 2, 2024 to
prevent the financial and logistical havoc that an involuntary sale
of its property would have certainly caused. On the Petition Date,
the Debtor had already made significant preparations for the summer
2024 season. Many campers had already paid deposits for attendance
at the summer 2024 season, which funds the camp had already
expended in preparatory costs. The camp had also already employed
its summer staff, who were expecting gainful employment through the
summer.
The final Plan payment is expected to be paid in May 2029.
This Plan under chapter 11 of the Bankruptcy Code proposes to pay
creditors of the Debtor from disposable income as more fully set
forth in this Plan.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 29 cents on the dollar. This Plan also provides
for the payment in full of administrative and priority claims.
Class 3 consists of all non-priority unsecured claims. Holders of
allowed non-priority unsecured claims shall be paid pro rata from
the Debtor's disposable income during the Plan, as set forth in the
Projections. Based on the Projections and payments that are made to
all claims with a higher priority to that of non-priority unsecured
claims (including Administrative Expense Claims, Priority Tax
Claims and Priority Deposit Claims), the first distribution to
Class 3 claimants shall occur in November 2026, with subsequent
distributions to occur every six months thereafter. A final
distribution will occur upon the conclusion of the Plan term in
April 2029.
The payments to be made to Class 3 total $997,032, which is
equivalent to about 29% of each allowed Class 3 claim based upon
the amount of scheduled claims in the aggregate amount of
$3,435,929.77. The treatment and consideration to be received by
holders of Class 3 claims shall be in full settlement,
satisfaction, release and discharge of their respective claims.
This Class is impaired.
Class 4 consists of Equity security holder of the Debtor. Equity
interests in the Debtor will retain those interests.
The Plan sets forth a payment period that begins on the Effective
Date and concludes on April 30, 2029, which is five years from the
Petition (the "Plan Period"). Bankruptcy Code section 1191(c)(2)(A)
sets three years as the default plan period; however, the Debtor is
proposing a lengthier plan period in order to pay its Priority Tax
Claims and other creditors over the five-year period (measured from
the Petition Date).
The Debtor will fund its payments under the Plan from its projected
disposable income received in the Plan Period. As shown by the
Projections, the Debtor anticipates having approximately $186,440
in cash on the Effective Date, which will function as a liquidity
cushion during the case and is not included as disposable income
received in the Plan Period. At the end of the Plan Period, based
upon the Projections, the Debtor's final distribution to
non-priority unsecured creditors in Class 3 will reduce its cash
balance back down to the amount of cash held on the Effective Date.
Accordingly, based upon the Projections, the Debtor will be
devoting all of its disposable income throughout the Plan Period to
payments under the Plan.
A full-text copy of the Plan of Reorganization dated July 31, 2024
is available at https://urlcurt.com/u?l=vroiL2 from
PacerMonitor.com at no charge.
Counsel to the Debtor:
David B. Smith, Esq.
Smith Kane Holman, LLC
112 Moores Road Suite 300
Malvern, PA 19355
Tel: (610) 407-7215
Fax: (610) 407-7218
Email: dsmith@skhlaw.com
About Camp Rim Rock
Camp Rim Rock is an overnight camp for girls. Campers can
participate in five daily activities: Horseback Riding, Performing
Arts, Aquatics, Arts & Crafts, and Sports.
Camp Rim Rock, LLC in Bryn Mawr, PA, filed its voluntary petition
for Chapter 11 protection (Bankr. E.D. Pa. Case No. 24-11498) on
May 2, 2024, listing as much as $1 million to $10 million in both
assets and liabilities. Joseph Greitzer, sole member, signed the
petition.
Judge Ashely M. Chan oversees the case.
The Debtor tapped Smith Kane Holman, LLC as legal counsel, and
Foresight Business Solutions, LLC, as accountant.
CANO HEALTH: S&P Assigns Prelim 'B-' ICR on Chapter 11 Emergence
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B-' issue credit
rating to Medicare Advantage (MA)-focused primary care service
provider Cano Health LLC.
S&P said, "At the same time, we assigned our preliminary 'B-'
issue-level rating to the proposed $161.3 million term loan due in
June 2029 and the proposed $50 million delayed draw term loan due
in June 2028. The recovery rating is '3', indicating our
expectation for meaningful (50%-70%; rounded estimate: 50%)
recovery in the event of default.
"The stable outlook reflects our expectation for the company to
generate positive FOCF with S&P Global Ratings-adjusted debt to
EBITDA of 3x-4x over the next few years, driven mainly by an
improved medical cost ratio and lower debt after its restructuring.
It also reflects our expectation that its leverage could spike due
to unforeseen volatility in utilization or medical costs.
"Our 'B-' rating reflects Cano's significantly improved credit
metrics following its emergence from bankruptcy and our expectation
that the company will generate positive FOCF beginning in 2025.
Cano will emerge from bankruptcy having reduced its outstanding
debt by over $1 billion compared with its prepetition capital
structure. The company also exited nearly half of its centers,
refocusing on its most profitable operations in Florida, and has
plans to eliminate over $200 million in operating costs. We expect
this reduction in debt and lower costs will result in S&P Global
Ratings-adjusted leverage of 3.4x for full-year 2025 and 3.2x in
2026. The lower interest expense and improved profitability will
also result in FOCF generation beginning in 2025.
"However, the rating also incorporates our belief that Cano's
operating performance could be volatile and the company has a
limited track record. Previous management's difficulty projecting
utilization and medical cost ratios led to the bankruptcy. Also, we
do note that our operating lease adjustment plays a large factor in
the company's adjusted leverage calculation and are using estimates
until its fresh start accounting is available."
Cano has a narrow focus and a high geographic concentration. The
company specializes in primary care services to MA patients and
mainly operates in markets across Florida. It previously attempted
to expand outside of the Florida market but divested or closed all
operations outside of Florida as part of the bankruptcy process.
Cano maintains a leading position in the Florida MA market, the
largest MA market in the U.S., but the market remains highly
fragmented, and the company has only about a 3% market share. While
Cano is highly concentrated in MA, the program has grown over the
past several years to 52% of the total Medicare population as of
2023. S&P believes insurers still see MA as a strong long-term
growth opportunity given favorable demographics and rising MA
penetration, despite recent challenges in MA profitability.
Cano is almost fully exposed to value-based contracts, which could
lead to volatility in profitability and cash flow. Cano derives a
significant portion of its revenues (over 95%) from value-based
contracts, in which it takes on capitated risk in managing the
health care of MA and Accountable Care Organization Realizing
Equity, Access, and Community Health (ACO REACH) plan enrollees for
a per-patient-per-month (PMPM) premium. The company then uses its
primary care physician network and technology platform, consisting
of patient health data, patient monitoring, and statistical models,
to manage patients for improved outcomes while lowering costs.
S&P said, "Utilization in MA has been up since second-quarter 2023
as seniors returned to receiving normalized levels of care
post-COVID-19 pandemic, and we believe most insurers did not
capture this trend in their pricing assumptions, which led to
higher medical cost ratios across the entire MA industry. While we
expect utilization will eventually normalize, it highlights the
risks to this program that when the pricing assumptions are
incorrect, it can have a drastic impact on provider profitability.
"Additionally, we expect insurers will use their scale and market
clout to limit provider rate increases in contract negotiations.
Thus, while Cano's credit metrics may be strong for the rating, we
believe there is inherent volatility in the company's profitability
and cash flows, leading to potential dramatic declines in EBITDA if
the PMPMs are not accurately priced.
"Changes to the CMS-HCC Model V28 add further uncertainty in the
coming years. We believe the transition to CMS-HCC Model V28 could
potentially result in lower PMPM premiums for patients with added
complications to certain conditions that were previously
categorized at a higher risk assessment. This adds further risk to
the company's operating model in the coming years.
"The stable outlook reflects our expectation for Cano to generate
positive FOCF and S&P Global Ratings-adjusted debt to EBITDA of
3x-4x over the next few years, driven mainly by an improved medical
cost ratio and lower debt after its restructuring. It also reflects
our expectation that its leverage could spike due to unforeseen
volatility in utilization or medical costs."
S&P could lower its rating on Cano if we believe the company's
capital structure is unsustainable. This could occur if:
-- Cano cannot execute its transformational plan with solid
membership increases and an improved medical cost ratio leading to
improved profitability; and
-- The company cannot generate positive FOCF on a sustained
basis.
While unlikely over the next 12 months, S&P could raise its rating
on Cano if it expect the company to maintain leverage below 4x with
FOCF to debt of above 10% even when factoring in potential
volatility in the value-based-care market. This could occur if:
-- The company demonstrates a track record of reducing and
maintaining a stable medical cost ratio at a level that results in
an EBITDA margin of at least 5%; and
-- Cano commits to a financial policy that supports leverage below
4x on a sustained basis, even when factoring in potential growth
opportunities.
CANYON CLO 2020-3: Fitch Assigns BB-(EXP)sf Rating on Cl. E-R Notes
-------------------------------------------------------------------
Fitch Ratings has assigned expected ratings and Rating Outlooks to
Canyon CLO 2020-3, Ltd. reset transaction.
Entity/Debt Rating
----------- ------
Canyon CLO 2020-3,
Ltd.
A-1R LT AAA(EXP)sf Expected Rating
A-2R LT AAA(EXP)sf Expected Rating
B-R LT AA(EXP)sf Expected Rating
C-R LT A(EXP)sf Expected Rating
D-1R LT BBB-(EXP)sf Expected Rating
D-2R LT BBB-(EXP)sf Expected Rating
E-R LT BB-(EXP)sf Expected Rating
F-R LT NR(EXP)sf Expected Rating
X-R LT NR(EXP)sf Expected Rating
Transaction Summary
Canyon CLO 2020-3, Ltd. (the issuer) is an arbitrage cash flow
collateralized loan obligation (CLO) that will be managed by Canyon
CLO Advisors LLC that originally closed on Jan. 13, 2021. This is
the first refinancing where the existing secured notes will be
refinanced in whole on Aug. 22, 2024. Net proceeds from the
issuance of the secured and subordinated notes will provide
financing on a portfolio of approximately $500 million of primarily
first lien senior secured leveraged loans.
KEY RATING DRIVERS
Asset Credit Quality (Negative): The average credit quality of the
indicative portfolio is 'B'/'B-', which is in line with that of
recent CLOs. Issuers rated in the 'B' rating category denote a
highly speculative credit quality; however, the notes benefit from
appropriate credit enhancement and standard CLO structural
features.
Asset Security (Positive): The indicative portfolio consists of
97.62% first-lien senior secured loans and has a weighted average
recovery assumption of 74.02%. Fitch stressed the indicative
portfolio by assuming a higher portfolio concentration of assets
with lower recovery prospects and further reduced recovery
assumptions for higher rating stresses.
Portfolio Composition (Positive): The largest three industries may
comprise up to 39% of the portfolio balance in aggregate, while the
top five obligors can represent up to 12.5% of the portfolio
balance in aggregate. The level of diversity required by industry,
obligor and geographic concentrations is in line with other recent
CLOs.
Portfolio Management (Neutral): The transaction has a 5.1-year
reinvestment period and reinvestment criteria similar to other
CLOs. Fitch's analysis was based on a stressed portfolio created by
adjusting to the indicative portfolio to reflect permissible
concentration limits and collateral quality test levels.
Cash Flow Analysis (Positive): Fitch used a customized proprietary
cash flow model to replicate the principal and interest waterfalls
and assess the effectiveness of various structural features of the
transaction. In Fitch's stress scenarios, the rated notes can
withstand default and recovery assumptions consistent with their
assigned ratings.
The WAL used for the transaction stress portfolio is 12 months less
than the WAL covenant to account for structural and reinvestment
conditions after the reinvestment period. In Fitch's opinion, these
conditions would reduce the effective risk horizon of the portfolio
during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Variability in key model assumptions, such as decreases in recovery
rates and increases in default rates, could result in a downgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
a metric. The results under these sensitivity scenarios are as
severe as between 'BBB+sf' and 'AA+sf' for class A-1R, between
'BBB+sf' and 'AA+sf' for class A-2R, between 'BB+sf' and 'A+sf' for
class B-R, between 'B+sf' and 'BBB+sf' for class C-R, between less
than 'B-sf' and 'BB+sf' for class D-1-R, between less than 'B-sf'
and 'BB+sf' for class D-2-R, and between less than 'B-sf' and
'B+sf' for class E-R.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrade scenarios are not applicable to the class A-1R and class
A-2R notes as these notes are in the highest rating category of
'AAAsf'.
Variability in key model assumptions, such as increases in recovery
rates and decreases in default rates, could result in an upgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
metrics; the minimum rating results under these sensitivity
scenarios are 'AAAsf' for class B-R, 'AAsf' for class C-R, 'A+sf'
for class D-1-R, 'A-sf' for class D-2-R, and 'BBB-sf' for class
E-R.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assesses the asset portfolio
information.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the rating
agency's rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Canyon CLO 2020-3,
Ltd. In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, program,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis.
CARNIVAL CORP: Fitch Assigns 'BB' LongTerm IDR, Outlook Positive
----------------------------------------------------------------
Fitch has assigned a 'BB' Long-Term Issuer Default Rating (IDR) to
Carnival Corporation, Carnival Holdings (Bermuda) Limited, and
Carnival plc. Fitch also assigned a 'BBB-'/'RR1' to the first-lien
term loans and notes of Carnival Corporation and a 'BB'/'RR4' to
the unsecured notes of the three entities. In addition, Fitch has
assigned a 'BB' IDR to Carnival Holdings (Bermuda) II Limited and
'BB/'RR4' to the revolving credit facility at Carnival Holdings
(Bermuda) II Limited. The Outlook is Positive.
Expected 2024 EBITDA leverage of 5.0x is slightly higher than the
'BB' midpoint, but this is offset by the company's scale, high
operating margins, strong liquidity and expectations of continued
deleveraging. Potential negatives include an economic downturn that
reduces leisure demand and higher fuel prices.
The Positive Outlook reflects Fitch's belief that strong booking
activity, which provides visibility over the near term, and
management's commitment to reduce debt will continue to lead to
stronger credit metrics. Fitch would look to resolve the rating
over a 12- to 18-month time frame.
Key Rating Drivers
Cruise Demand Remains Strong: Cruise companies continue to benefit
from the value proposition relative to resort vacations and a large
base of repeat customers. Carnival, along with Royal Caribbean and
Norwegian Cruise Lines, have all expressed publicly that bookings
are at record levels not just for 2024, but also 2025. The
long-term nature of cruise bookings provides strong visibility
given that cancellations are typically not material.
Carnival continues to increase guidance every quarter since the end
of the pandemic and is projecting net yields to increase by
approximately 10.25% (constant currency) in 2024. Fitch expects
occupancy rates to approach pre-pandemic levels over the next two
years which, combined with net yield growth, should result in
EBITDA and FCF for 2024 above pre-pandemic levels.
Continued Debt Reduction: Carnival materially increased debt during
the pandemic to fund ship deliveries and address operating costs.
Debt increased from $11.5 billion in 2019 to $34.5 billion in 2022.
Since that time, debt has been reduced by over $5 billion, and
Fitch expects the combination of FCF growth and management's
commitment to investment-grade metrics will lead to rapid
improvement in credit metrics.
New ship deliveries are expected to decline over the next three
years, which should lead to greater FCF growth and debt reduction.
Carnival also has approximately $1.6 billion of convertible notes
that Fitch expects a significant amount to be settled through share
exchanges.
Increased FCF Growth: Fitch expects the combination of EBITDA
growth, lower interest costs from debt reduction and lower capex as
new ship deliveries slow will result in higher FCF through the
forecast horizon. Fitch estimates 2024 FCF at $1 billion,
essentially flat to 2023, but it is expected to grow materially
over the forecast period.
Cruise companies historically have paid minimal taxes, while debt
reduction and lower refinancing costs should provide for lower
interest costs. Carnival should also benefit from the benefit of
higher customer deposits given the continued growth in bookings.
Fitch does not anticipate any material returns to shareholders
until the company achieves investment grade status.
Leader in Cruise Industry: Carnival is the largest cruise operator
in the world with a presence across multiple brands and customer
segments. The company, because of its brand acceptance and market
leading capacity, has top market share in North American and in
European markets. North American and European middle market cruises
provide the majority of EBITDA contributions.
The company's scale has historically been a positive, but the
shutdown of cruises during the pandemic turned out to be more
severe to Carnival given its high fixed-cost structure and ship
delivery at the time. Under a normal cruise operating environment,
Fitch considers CCL's scale to be a positive factor.
Complex Capital Structure: Carnival's capital structure became more
complex during the pandemic as the company attempted to finance FCF
deficits. For example, a subsidiary issued senior first priority
notes on 12 ships that are not part of the collateral package for
other first-lien debt. Second-lien debt was issued although that
has been completely retired. The new revolving credit facility has
been issued at a subsidiary, which will be guaranteed by three new
ships. Fitch expects the capital structure will simplify over time
as debt is redeemed or refinanced under better credit metrics.
Moderate Industry Capacity Growth: Capacity growth is expected to
be somewhat muted over the next several years given the reduction
of new ship orders during the pandemic, as industry credit metrics
weakened. However, Fitch believes lower supply growth will be
supportive of net yield growth in the near term. Recent
announcements of new ship builds will mostly not affect the market
until the end of the decade, although capacity growth would still
be modest.
Favorable Industry Dynamics: The top players in the cruise line
industry benefit from high barriers to entry due to significant
ship capex spend, low global market penetration rates relative to
other leisure activities, mobile assets that allow companies to
move to other markets when existing markets are facing uncertain
economic or geopolitical issues, and favorable tax treatment given
their incorporation outside the U.S.
Carnival is the largest cruise ship operator in terms of berths and
passengers carried compared to Royal Caribbean Inc. (NR) and
Norwegian Cruise Line Holdings, Ltd. (NR). Carnival is also
compared to other high-'BB' and low-'BBB' leisure credits such as
Hyatt Hotels Corporation (BBB-/Stable) and Wyndham Hotels & Resorts
(BB+/Stable).
Carnival has materially greater scale and geographic
diversification than its comparables, although leverage is higher.
Fitch believes that Carnival's scale and FCF generation will result
in materially improved credit metrics that will be more indicative
of an Investment Grade credit over the forecast horizon.
Key Assumptions
- Passengers carried expected to grow by 10% in 2024 and low single
digits during the forecast horizon. Occupancy expected to increase
to 107% in 2026 and beyond;
- Net yields are expected to increase 9%-11% in 2024 and 2% over
the remainder of the forecast horizon;
- Adjusted cruise costs per available lower berth days (ALBD)
excluding fuel are forecast to increase 4%-5% in 2024 and increase
2%-3% over the forecast horizon;
- Capex including new ship deliveries are expected to $4.7 billion
in 2024, $3.5 billion in 2025 and $3 billion in 2026;
- There are no assumptions for share repurchases, common dividends,
acquisitions or asset sales;
- FCF is expected to be applied to debt reduction through the
forecast horizon.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:
- Sustainable positive FCF with application to debt payment;
- EBITDA leverage approaching 4.5x;
- (CFO-capex)/debt is greater than 10%.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:
- EBITDA leverage sustaining above 5.5x;
- Economic or geopolitical event that lasts for an extended period
and results in a deterioration of the capital structure (i.e.,
increased debt, use of secured or priority guaranteed financing);
- A more aggressive financial policy that includes accelerates ship
building plans or increased shareholder allocations that would
allow for credit metrics to become vulnerable during a weaker
economic environment.
Liquidity and Debt Structure
Rapidly Improving Liquidity: Carnival had $1.6 billion of cash and
$3 billion of borrowings available under its current revolving
credit facility. The credit facility matures in August 2024, but
will be replaced by a new $2.5 billion credit facility (as of May
31, 2024) that matures August 2027. The new facility has an
accordion feature that allows it to be upsized. The company also
has $2.2 billion of undrawn export credit facilities to fund ship
deliveries planned through 2027. Fitch expects Carnival to be FCF
positive through the forecast horizon, which further enhances
liquidity.
Upcoming Maturity Wall: Carnival has material debt repayments due
over the next several years including $5.2 billion due in 2027 and
$8.7 billion due in 2028. Fitch believes a combination of debt
reduction, potential conversion of convertible debt exchanged into
shares and refinancing opportunities should allow the company to
address its debt repayment schedule.
New ship deliveries are expected to decline over the forecast
horizon. The company has taken on three ships in 2024 and will add
one in 2025, none in 2026, and one in both 2027 and 2028. Carnival
recently announced three new ships, but the first delivery is not
until 2029.
Issuer Profile
Carnival Corporation and Carnival plc (together, Carnival) is the
largest global cruise company and among the largest leisure travel
companies, with a portfolio of world-class cruise lines: AIDA
Cruises, Carnival Cruise Line, Costa Cruises, Cunard, Holland
America Line, P&O Cruises (Australia), P&O Cruises (UK), Princess
Cruises and Seabourn.
Date of Relevant Committee
30 July 2024
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Carnival plc LT IDR BB New Rating WD
senior unsecured LT BB New Rating RR4
Carnival Corporation LT IDR BB New Rating WD
senior unsecured LT BB New Rating RR4
senior secured LT BBB- New Rating RR1
senior secured LT BBB- New Rating RR1
senior unsecured LT BB New Rating RR4
Carnival Holdings
(Bermuda) Limited LT IDR BB New Rating
senior unsecured LT BB New Rating RR4
Carnival Holdings
(Bermuda) II Limited LT IDR BB New Rating
senior secured LT BB New Rating RR4
CENTURY CASINOS: S&P Downgrades ICR to 'B-', Outlook Stable
-----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on
Colorado-based gaming operator Century Casinos Inc. to 'B-' from
'B' and its issue-level ratings on its super-priority revolver and
term loan by one notch.
S&P said, "The stable outlook reflects our view that although
Century's leverage will remain elevated in 2024, we expect it will
maintain sufficient liquidity and will reduce leverage to about 7x
in 2025 as it completes investments in its U.S. portfolio and
reopens its casinos in Poland.
"The downgrade reflects our view that Century's leverage will
remain higher than our 6.5x downgrade threshold through at least
2025 due to underperformance at the Nugget, softness at its
regional properties, and construction disruptions from ongoing
development projects.
"Century's operating performance through the second quarter of 2024
was below our previous base-case expectations, with reported
EBITDAR declining by 6% from the second quarter of last year. This
is largely due to underperformance at the Nugget Casino Resort in
Nevada. Century acquired the Nugget in 2023 and has undertaken
extensive renovations on the gaming floor and a refresh of its
restaurants, but lower group bookings and competition are making
market conditions challenging. The company has implemented cost
cutting measures and changed leadership to improve operating
performance at the property. Operating challenges also persist at
its recently acquired Rocky Gap Casino in Maryland, where the
number of trips has declines and there was a noticeable decrease in
unrated play. The company attributes the underperformance to a
combination of economic softness in the region as well as
competitive pressure from continued growth of iGaming in
Pennsylvania and West Virginia."
Century also faced construction disruption at its Missouri
properties, and the temporary closures of three casinos in Poland
continues to hurt cash flow. The company also cited continued
softness from its budget-constrained retail customer segment that
is sensitive to persistent inflation and a 10% decrease in unrated
play throughout the portfolio. As a result of these ongoing
operating challenges, Century lowered revenue and EBITDAR guidance
for 2024 and 2025.
S&P said, "We expect leverage will remain very high, near 9x at the
end of the year, as a result of the underperformance in the first
half combined with elevated development spending and only a partial
year of cash flow from development projects that recently opened or
will open later this year. This level of leverage is significantly
higher than our prior forecast of 8x in 2024 and well above our
downgrade threshold for the 'B' rating. While we expect lower
development spending and returns from investments in its U.S.
portfolio will drive significant EBITDA and cash flow growth in
2025, we believe leverage will remain above our downgrade threshold
at about 7x."
Despite very high leverage, Century maintains ample liquidity and
we expect that the completion of several development projects this
year will enable Century to reduce leverage to about 7x in 2025.
S&P said, "While retail consumer softness and underperformance at
its recently acquired properties may persist, we believe some of
the operating headwinds Century is currently facing will subside in
the second half of 2024. The company recently completed its
construction of the Cape Girardeau hotel in April, and it expects
to complete the construction of its land-based facility in
Caruthersville, Missouri in the fourth quarter. We believe this
should drive increased visitation, a significant decline in capital
spending, and reduced construction disruption. Additionally, the
company expects to re-open one of its largest casinos in Poland in
October, which should support EBITDA growth in the second half. The
company is awaiting license renewals for two more Polish properties
and will re-open them at a later date. As a result, we expect 2025
revenue will grow by 6%-8% and leverage will decline to about 7x in
2025.
"Furthermore, we believe the company has sufficient liquidity
(including sizable excess cash balances that we do not net against
debt) to fund its growth investments and will generate free cash
flow toward the end of the year, which could be allocated for
additional debt repayment. However, capital allocation toward share
repurchases or a slowing economy could delay the company's
deleveraging relative to our current base-case forecast. Century is
also exploring options to sell its operations in Poland, and it
could use proceeds from the sale for additional debt repayment.
"The stable outlook reflects our view that although Century's
leverage will remain elevated in 2024, we expect it will maintain
sufficient liquidity and will reduce leverage to about 7x in 2025
as it completes investments in its U.S. portfolio and reopens its
casinos in Poland."
S&P could lower the rating if Century begins depleting its
liquidity resources such that it believes the capital structure is
unsustainable. This could occur if:
-- Century's acquisitions and developments in its U.S. portfolio
generate insufficient cash flow to cover fixed charges;
-- Economic and competitive pressures in Century's operating
performance go beyond what we already factored into our base case;
or
-- It unexpectedly takes a more aggressive posture toward
development in its portfolio or pursues material leveraging
acquisitions or shareholder returns.
S&P said, "An upgrade is unlikely over the next 12 months, given
our expectation for elevated leverage through 2025. Nevertheless,
we could raise the rating if we believe our measure of total
adjusted debt to EBITDA will decline and remain under 6.5x,
incorporating operating volatility, potential acquisitions,
shareholder returns, and development spending."
CIVITAS RESOURCES: S&P Alters Outlook to Pos., Affirms 'BB-' ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on Denver-based oil and gas
(O&G) exploration and production (E&P) company Civitas Resources
Inc. to positive from stable and affirmed its 'BB-' issuer credit
rating.
S&P said, "At the same time, we affirmed our 'BB-' issue-level
rating on Civitas' unsecured notes. Our '3' (50%-70%; rounded
estimate: 65%) recovery rating is unchanged.
"The positive outlook reflects our expectation the company will
generate about $600 million of discretionary cash flow in 2025,
which we anticipate it will use mostly for debt reduction after the
company recently updated its shareholder return framework to cap
its shareholder returns at 50% of its free cash flow after the
fixed dividend. We expect Civitas' average funds from operations
(FFO) to debt and debt to EBITDA will be in the 60%-65% and
1.25x-1.50x, respectively, over 2024 and 2025.
"We view Civitas' scale as favorable compared with its 'BB-'-rated
peers following its aggressive entry into the Permian Basin through
three acquisitions over the past 12 months."
In the second quarter of 2024, the company took full control of the
operations of its latest Permian acquisition (Vencer) and ended the
quarter with production of 343 thousand barrels of oil equivalent
per day (mboed; 45% oil). S&P estimates a proved developed reserve
life lower than that of its peers at about 4.5 years, which we
attribute--in part--to the limited permitting visibility for its
Denver-Julesburg (DJ) Basin assets. However, the company's
production levels compare favorably with those of its 'BB-' rated
peers such as Matador Resources (183 mboed) and SM Energy (195
mboed). In S&P's view, Civitas' larger scale has enabled it to
reduce its per-unit cash operating costs, to $11.85 per boe in 2024
from about $13 per boe in 2023. Further, the company reduced cycle
times by over 25% which reduced costs by over 10% as of second
quarter 2024 on its new Permian acreage.
S&P said, "We expect the company will maintain broadly flat
production in 2024 and 2025 on capital spending of about $1.8
billion-$2.0 billion. We expect Civitas will use this capital
spending to fund a drilling program, including 1-2 rigs in the DJ
basin and 5-6 rigs in the Permian Basin, focused mainly on its
Midland acreage in the Permian. While the company has 700 locations
in Colorado, we expect its drilling program will focus mainly on
its higher-return, more-suburban Watkins locations (50% of DJ
inventory) over the next few years instead of its more-rural Weld
county locations (33% of DJ)."
Civitas' has improved its diversity through its recent
acquisitions, though it still faces permitting risk in the DJ
Basin.
S&P said, "As of June 30, 2024, the Permian basin accounted for 54%
of the company's total production, which--in our view--provides it
with better optionality for investing capital if the conditions for
permitting in Colorado become more challenging. Civitas' Colorado
production is focused on the more-suburban Watkins play, which we
see as carrying more permitting risk than its rural Weld county
acreage. However, while S&P estimates the company's approved permit
runway remains modest (including the recently announced Lowry CAP
approval), it has demonstrated a track record of maintaining steady
production since the state reorganized its oil and gas regulatory
body and approval procedures in 2021. We expect state regulatory
pressures will subside somewhat through approximately 2027 due to
the passage of state senate bills 229 and 230 in June 2024. The
passage of these bills reflects a compromise between
environmentalist groups and the O&G industry, under which the
industry agreed to pay a new state tax of $0.25 per boe in exchange
for a moratorium on new O&G legislative proposals until 2027. We
incorporate this additional cost in our forecast for Civitas
beginning in mid-2025.
"We expect the company will use its excess free cash flow for debt
reduction.
"After taking on debt to fund its Permian acquisitions, we expect
Civitas will use 50% of its post-fixed dividend free cash flow to
repay the outstanding borrowings on its $2.2 billion reserve-based
lending (RBL) facility due 2028, which is currently 43% drawn ($950
million). We anticipate management will use the remaining 50% of
its free cash flow after its fixed dividend to fund share
repurchases and variable dividends. We also assume Civitas will
fund the $475 million deferred liability due January 2025 related
to the Vencer acquisition with cash flow or borrowings from its RBL
facility. We expect the company's average FFO to debt and debt to
EBITDA will be in the 60%-65% and 1.25x-1.50x ranges, respectively,
over 2024 and 2025.
"The positive outlook reflects the elevated likelihood we will
raise our ratings on Civitas over the next 12 months if it
maintains its current scale and the momentum in its DJ Basin
permitting efforts, uses its excess free cash flow to reduce the
outstanding borrowings on its RBL, and sustains FFO to debt of more
than 60%.
"We could revise our outlook on Civitas to stable over the next 12
months if it is unable to successfully navigate the Colorado
regulatory environment, leading to a materially negative effect on
its development plans. We could also revise our outlook if the
company's FFO to debt falls below 60% on a sustained basis." This
would most likely occur if:
-- Commodity prices decline below our assumptions and Civitas does
not take steps to reduce its capital spending; or
-- The company adopts a more-aggressive financial policy that
involves leveraging acquisitions or debt-funded shareholder
returns.
S&P could raise its rating on Civitas over the next 12 months if it
maintains its current scale and the momentum in its DJ Basin
permitting efforts, uses its excess free cash flow to reduce the
outstanding borrowings on its RBL, and sustains FFO to debt of more
than 60%.
COATESVILLE AREA SD: Moody's Upgrades Issuer & GOLT Ratings to Ba1
------------------------------------------------------------------
Moody's Ratings has upgraded Coatesville Area School District
(Chester County), PA's issuer rating, general obligation limited
tax (GOLT) rating, and GOLT-backed non-contingent lease rating to
Ba1 from Ba2. Inclusive of the Series of 2023 bonds that were
issued after the close of the 2023 fiscal year, the district has
approximately $245 million in debt outstanding. The stable outlook
has been removed.
The upgrade to Ba1 reflects the district's satisfactory reserve
position that continues to improve. The upgrade reflects the
expectation that reserves will continue to grow despite notable
charter school competition due to an expanding tax base and
willingness to increase property taxes. It further reflects that
leverage will grow but remain moderate.
RATINGS RATIONALE
The Ba1 issuer rating reflects the district's materially improved
financial position that will further strengthen through fiscal
2025. At the end of fiscal 2023, the district's available fund
balance ratio reached a five year high of 11% of revenue, while
cash grew to 17% of revenue. The improved financial position was
driven by property tax levy increases in conjunction with an
expanding economic base, growth in state aid, and extraordinary
federal support that offset capital and other eligible expenses.
The district's median household income equates to a solid 119% of
the national level, while full value per capita is a satisfactory
$71,000. On the other hand, the rating also reflects marked and
ongoing competition from outside cyber and charter schools despite
relatively stable in-house enrollment. Leverage is currently
manageable at 173% of revenue, but will grow by 80% of revenue over
the next two fiscal years as the district proceeds with a sizable
capital plan.
The lack of distinction between the district's issuer rating and
the Ba1 rating on the district's GOLT and GOLT-backed
non-contingent lease debt is based on the GOLT's general obligation
full faith and credit pledge. The GOLT rating also reflects
Pennsylvania school districts' ability to apply for exceptions to
the cap on property tax increases in order to cover debt service
and the Commonwealth's history of granting such exceptions.
RATING OUTLOOK
Moody's do not assign outlooks to local government credits with
this amount of debt outstanding.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Continued growth in reserves to over 17.5%
-- Significantly improved enrollment trend/reduced charter school
competition
-- Successful management of special education costs
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Sustained deficits that drive reserves below 5% of revenue
-- Additional borrowing beyond current expectations that drives
leverage to over 325% of revenue
-- Sustained enrollment loss
LEGAL SECURITY
All of the district's debt is backed by its general obligation
limited tax (GOLT) pledge, which is subject to the limitations of
Pennsylvania's Act 1 index.
PROFILE
Coatesville Area School District (Chester County) is located in
Chester County (Aaa stable) in southeastern Pennsylvania (Aa3
positive), approximately 35 miles west of Philadelphia (A1 stable).
As of the 2023-2024 school year, enrollment was 5,341.
METHODOLOGY
The principal methodology used in these ratings was US K-12 Public
School Districts published in July 2024.
CONN'S INC: Nardella Represents Non-Priority Unsecured Creditors
----------------------------------------------------------------
Frank M. Wolff, Esq. of Nardella & Nardella, PLLC filed a verified
statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure to disclose that in the Chapter 11 cases of Conn's, Inc.
and its affiliates, the firm represents non priority unsecured
creditors:
1. Lydia Furniture Inc. d/b/a Badcock Home Furniture & More, 771
South Orange Blossom Trail,
Apopka, FL 32703
2. Sara Furniture, Inc., d/b/a Badcock Home Furniture & More, 575
S. Main Street, LaBelle, FL
33935 (collectively, "the Parties").
The Parties consist of entities that have executory contracts with
the Debtors in the form of dealer agreements.
Frank M. Wolff, Esq. and Nardella is authorized to act on behalf of
the creditors, which letters were executed by each individual
Creditor. The engagement letters contain attorney-client privileged
information.
The law firm can be reached at:
Frank M. Wolff, Esq.
Nardella & Nardella, PLLC
135 W. Central Blvd., Suite 300
Orlando, FL 32801
Telephone (407) 966-2680
Email: fwolff@nardellalaw.com
Secondary email: klynch@nardellalaw.com
kosment@nardellalaw.com
About Conn's Inc.
Conn's, Inc., is a retailer of home goods and furniture in The
Woodlands, Texas.
Conn's and its affiliates sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 24-33357) on
July 23, 2024. In its petition, Conn's reported $1 billion to $10
billion in both assets and liabilities.
Judge Jeffrey P. Norman oversees the cases.
The Debtors tapped Duston K. McFaul, Esq., at Sidley Austin, LLP as
legal counsel; Houlihan Lokey, Inc. as investment banker; and BRG
Capital Advisors, LLC as interim management services provider. Epiq
Corporate Restructuring, LLC, is the Debtors' notice and claims
agent.
CTD ENTERPRISES: Unsecureds to Get Share of Income for 3 Years
--------------------------------------------------------------
CTD Enterprises, Inc. d/b/a Wallace Interiors, filed with the U.S.
Bankruptcy Court for the District of Maine a Plan of Reorganization
under Subchapter V dated July 31, 2024.
The Debtor is a design company based in Trenton, Maine. The Debtor
is a Maine corporation. Tina Daly and Charles Daly each hold 50%
ownership Interests in the Debtor.
After purchasing the Wallace Interiors business in the spring of
2023, the Debtor encountered inconsistent cashflow and workforce
challenges. Together with its significant debt obligations, the
business challenges prompted the Debtor to diligently explore a
range of options related to refinancing, restructuring its balance
sheet, improving cash flow, and, overall, reorganizing the business
to ensure long-term success for the company, its employees, and its
customers.
Ultimately, the Debtor, after consultation with its advisors,
determined to commence its Chapter 11 Case to improve its balance
sheet, restructure its significant prepetition debt and lease
obligations, and optimize the value of its Estate for the benefit
of all parties in interest through a chapter 11 debt restructuring
under the Small Business Reorganization Act.
As a small business debtor proceeding under the Small Business
Reorganization Act, the Debtor seeks to reorganize through this
Plan by restructuring its debt obligations so that the Debtor will
achieve sufficient cash flow from business operations to satisfy
operational expenses and payment obligations under the Plan.
Prior to filing this Plan, the Debtor and CNB reached agreement on
a global resolution, which included resolution of treatment of
CNB's Claims arising from that certain loan agreement between
Debtor and CNB dated March 10, 2023, wherein CNB loaned $1,050,000
to the Debtor.
Class Four shall consist of all Allowed Unsecured Claims against
the Debtor (unless separately classified), which shall include, but
is not limited to, all Allowed Claims of DNA Enterprises and DNA
Realty, the Dalys' Claims, and the CNB Allowed Unsecured Claim.
The Class Four Claims are impaired. In full and final satisfaction
of all Allowed Unsecured Claims in Class Four, and regardless of
whether Class Four votes to accept or reject the Plan, the Debtor
shall make 3 Pro Rata payments of Projected Net Disposable Income
to Holders of Allowed Class Four Claims (other than the Dalys'
Claim), with the payments to made in accordance with the following
schedule: (i) within 30 days of the 1st anniversary of the
Effective Date, (2) within 30 days of the 2nd anniversary of the
Effective Date, and (iii) within 30 days of the 3rd anniversary of
the Effective Date.
The Holders of Interests in Class Five shall retain their Interests
under this Plan. The Holders of Interests in Class Five are not
entitled to vote on the Plan and are deemed to accept the Plan
pursuant to Section 1126(f) of the Bankruptcy Code.
The payments required under the Plan shall be made primarily from
the following sources: (a) Cash on hand; (b) the proceeds generated
from the ongoing operation of the Debtor's business; (c) the
proceeds of any Causes of Action and Claims which the Debtor and/or
the Estate have brought and/or may elect to bring, including
without limitation, any proceeds of such Causes of Action; and (d)
the proceeds of the sale of the Assets.
A full-text copy of the Plan of Reorganization dated July 31, 2024
is available at https://urlcurt.com/u?l=Pd1VDt from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Adam R. Prescott, Esq.
Letson D. Boots, Esq.
Bernstein, Shur, Sawyer & Nelson, P.A.
100 Middle Street
P.O. Box 9729
Portland, ME 04104
Telephone: (207) 228-7145
Facsimile: (207) 774-1127
About CTD Enterprises
CTD Enterprises, Inc. doing business as Wallace Interiors, is a
design company located in Trenton, Maine. The Company specializes
in transforming spaces into works of art, serving residential and
commercial clients.
CTD Enterprises filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Me. Case No. 24-10125)
on June 21, 2024. In the petition signed by Charles Daly, vice
president, the Debtor disclosed $1,169,643 in total assets and
$1,559,100 in total liabilities as of December 31, 2023.
Adam R. Prescott, Esq., at Bernstein, Shur, Sawyer & Nelson, P.A.,
serves as the Debtor's counsel.
DEL MONTE: Moody's Appends LD to Caa2-PD PDR on Distressed Exchange
-------------------------------------------------------------------
Moody's Ratings affirmed Del Monte Foods, Inc.'s ("Del Monte", or
"DMFI") Probability of Default Rating at Caa2-PD and appended the
PDR with a limited default (LD) designation, changing the PDR to
Caa2-PD/LD, following the company's recent debt exchange
transaction that Moody's consider a distressed exchange default. At
the same time, Moody's affirmed DMFI's Caa2 Corporate Family Rating
and downgraded the rating on the existing senior secured first lien
term loan at DMFI to Ca from Caa3. The outlook is negative. Moody's
will remove the "/LD" designation from the PDR in approximately
three business days. Concurrently, Moody's assigned a Caa2 rating
to Del Monte Foods Corporation II Inc.'s ("DMFC II") senior secured
first lien first-out (FLFO) new money term loans, a Caa3 rating to
the senior secured first lien second-out (FLSO) term loan, and a Ca
rating to the senior secured first lien third-out (FLTO) term loan.
The outlook is negative.
On August 2, 2024, Del Monte entered into a new super priority
credit agreement in which $240 million of new money that was raised
from a group of ad hoc existing term loan lenders was exchanged
into a newly issued FLFO term loan. The $240 million of new money
includes $30 million that remains in an escrow facility that will
be remitted to the borrower and exchanged into first-out debt if
the company's parent, Del Monte Pacific Ltd ("DMPL"), does not
provide (either by a contribution or loan) a like amount of funds
by August 31, 2024. If the parent provides such capital by then,
the funds will be released from escrow and returned to the
financing providers. If such amount is provided by parent between
August 31, 2024 and January 31, 2025, proceeds will be used to
repay the first-out facility. Del Monte created a new indirect
wholly-owned subsidiary, Del Monte Foods Corporation II Inc. ("DMFC
II"), to be the borrower of this new first out facility.
Substantially all collateral was substantively transferred from
DMFI to DMFC II as collateral for the new debt issued by DMFC II.
This was accomplished by creating DMFC II as a wholly owned
indirect subsidiary of DM Intermediate Corporation ("DMIC"), which
is a new subsidiary of DMFI, and moving ownership of the remaining
subsidiaries of DMFI to DMFC II (foreign subsidiaries to be
subsequently moved). The lenders who participated in the $240
million first out exchanged their existing term loans at DMFI
(approximately $406 million) to FLSO term loans issued by DMFC II.
At the same time, DMFC II entered into a new ABL credit agreement
in which the commitment size ($750 million through February 2025,
then stepping down to $625 million through the September 2027
maturity) remains substantially unchanged from the ABL to which
DMFI was a party. ABL lenders are secured by the ABL priority
collateral, which includes liquid assets such as accounts
receivable and inventory. The new super priority credit facility is
secured by a first priority lien on all non-ABL priority
collateral, and a second priority lien on ABL priority collateral.
Following completion of the aforementioned transactions, the non
ad-hoc lender group was offered the opportunity to participate in
the first-out new money financing on a pro rata basis. Such
participating non ad-hoc group lenders rolled up a portion of their
existing term loan claims into the FLSO term loan at par, and
exchanged the balance of their DMFI term loan into the FLTO term
loan position at par. Non ad-hoc group lenders that elected to not
provide new money had the option to exchange their existing DFMI
term loans into the FLTO term loan position at par. Any non ad-hoc
lenders that elected to not participate in these transactions
continue to hold the existing DMFI term loan, albeit without a
direct collateral claim other than ownership of DMIC. After
completing the exchange, DMFC II's debt consists of the outstanding
ABL balance, $269 million in FLFO term loans (which includes
certain fees that were paid in kind and assumes the conversion of
$30 million currently held in escrow), $467 million in FLSO term
loans, and $139 million in FLTO term loans. The amount remaining on
the existing DMFI term loan is $106 million.
Moody's view these transactions as a distressed exchange default
because of the company's high leverage and weak liquidity that was
insufficient to support the seasonal cash needs without the
completion of the transaction. In addition, participating existing
lenders were exchanged into term loans with a junior priority in
liquidation on the collateral and the FLTO loan includes a partial
pay-in-kind interest component. Lenders not choosing to participate
in the exchange are left with a structurally subordinated loan
without a direct collateral claim on operating assets or guarantees
from operating subsidiaries. The FLFO, FLSO, and FLTO term loans,
all maturing in August 2028, will have a shorter maturity than the
existing term loan due in May 2029.
The affirmation of the Caa2 CFR reflects the critical liquidity
provided by the new $240 million financing for the pack season
through October 2024, despite increasing overall debt, leverage,
and interest expense. The company plans to use these funds
primarily to reduce its ABL balance, to increase ABL availability,
and fund operating needs including accounts payable. Nonetheless,
there remains substantial execution risk related to Del Monte's
ability to maintain sufficient liquidity, stabilize volumes, reduce
costs, and improve profitability sufficiently enough over the next
12-18 months to meaningfully reduce leverage and improve free cash
flow given a challenging demand landscape.
The downgrade of the existing DMFI term loan from Caa3 to Ca
reflects that such debt is now structurally subordinated to the
DMFC II debt and no longer has guarantees from operating
subsidiaries or a collateral pledge on operating subsidiary assets.
These actions weaken recovery prospects in the event of default.
Moody's view governance considerations, including an aggressive
financial policy, as a key factor in the rating actions. High
leverage and the willingness to complete transactions that remove
collateral from and subordinate the DMFI term loan without
affecting equity reflect aggressive and shareholder-focused
financial policies that contribute to the G-5 governance issuer
profile score.
RATINGS RATIONALE
Del Monte's Caa2 CFR reflects the company's weak liquidity and high
leverage. Debt/EBITDA leverage was significantly above 10x for the
fiscal year ended April 2024, and is projected to remain above 10x
through the fiscal year ended April 2025. The company's weak
financial position is largely a result of elevated inventories in
light of weaker than anticipated consumer demand. Del Monte's
liquidity is weak given these headwinds, and cash needs are
currently high as the company is now in its pack season
(July-October). Although the company's recent $240 million
financing provides much needed liquidity, enabling it to manage
through the pack season by reducing the ABL balance to increase ABL
availability, and funding operating needs including accounts
payable, it also increases overall debt, leverage, and interest
expense.
Moody's project debt-to-EBITDA leverage to decline to roughly 9x by
the end of fiscal 2026 primarily because of Del Monte's plan to
reduce its inventory and pay down the ABL balance. Deleveraging
will also be supported by cost reduction initiatives, projected
margin improvement in the second half of fiscal 2025, and further
margin expansion in fiscal 2026 as inventory balances normalize.
However, there is risk that volume pressure persists if consumers
continue to change purchasing habits to mitigate the effect of high
grocery prices. Increased promotions may be necessary to reduce the
very high inventory and this could pressure profits and margins
further.
The ratings also reflect high seasonal cash needs and weak
long-term category fundamentals in US canned fruit and vegetables
with consumers gravitating to fresh produce and other alternatives.
Del Monte is attempting to offset this negative trend by focusing
on innovation outside of the can, such as fruit cups, aseptic broth
and ready to drink beverages. Better innovation requires continual
investment but also strengthens the Del Monte brand if the company
executes well. The company's ratings are supported by the strength
of the Del Monte™ brand, which holds leading shares in core shelf
stable fruits and vegetables, and good execution on recent
strategic initiatives that have reduced the cost structure and
expanded distribution into new channels. The ratings are also
supported by a history of significant liquidity support provided by
the parent company, Del Monte Pacific Ltd ("DMPL"). Moody's expect
such support will continue in periods of earnings weakness, when
feasible.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The negative outlook reflects the risk related to maintaining
sufficient liquidity given highly seasonal cash needs and weak
operating performance. The negative outlook also reflects the
execution risk related to Del Monte's ability to stabilize volumes,
reduce costs, improve profitability, reduce leverage and restore
sustainably positive free cash flow over the next 12-18 months
given a challenging demand landscape.
A rating upgrade could occur if Del Monte is able to improve
operating performance including generating positive organic revenue
growth and a significantly higher EBITDA margin with good execution
of inventory reduction and cost savings initiatives. Del Monte
would also need to improve liquidity including higher ABL
availability and positive free cash flow, and meaningfully reduce
leverage.
A rating downgrade could occur if Del Monte is liquidity
deteriorates, free cash flow remains weak, or if the company faces
setbacks related to cost savings initiatives or revenue
stabilization. Ratings could also be downgraded if recovery
prospects weaken or the capital structure limits the company's
reinvestment capacity.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.
COMPANY PROFILE
Del Monte Foods, Inc., headquartered in Walnut Creek, California,
is a manufacturer and marketer of branded and private label food
products, primarily in the United States. Brands include Del
Monte(TM) in shelf stable fruits, vegetables and tomatoes;
Contadina(TM) in tomato-based products; College Inn(TM) and Kitchen
Basic(TM) in broth and stock products; and S&W(TM) in shelf stable
fruit, vegetable and tomato products. The company generated sales
of $1.7 billion during the fiscal year ended April 28, 2024. Del
Monte Foods, Inc. is a wholly owned subsidiary of Del Monte Foods
Holdings Limited, which is in turn approximately 94% owned by Del
Monte Pacific Ltd ("DMPL"). Del Monte Foods Corporation II Inc. is
an indirect wholly owned subsidiary of Del Monte Foods, Inc. DMPL
is publicly traded on the Philippine and Singapore stock exchanges.
DMPL is 71%-owned by NutriAsia Pacific Ltd and Bluebell Group
Holdings Limited, which are beneficially-owned by the Campos family
of the Philippines. Public investors and Lee Pineapple Group (a
pineapple supplier in Malaysia) hold the remaining 29% stake.
DIFONZO HOLDINGS: Seeks to Hire Estrada & Associates as Accountant
------------------------------------------------------------------
Difonzo Holdings, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas to employ Hector Estrada, CPA
and Estrada & Associates, LLC as its accountants.
The accounting services to be provided include general bookkeeping,
accounting review, the generation of financial reports, payroll
support, and reporting. The proposed monthly fee for these services
is $1,250 per month.
As disclosed in the court filings, Estrada & Associates represents
it has no interest adverse to Debtor or the estate in the matters
upon which it is to be engaged.
The accountant can be reached through:
Hector M. Estrada, CPA
Estrada & Associates, LLC
1400 W Northwest Hwy #280
Grapevine, TX 76051
Phone: (817) 400-0022
About Difonzo Holdings, LLC
DiFonzo Holdings, LLC in Dallas, TX, filed its voluntary petition
for Chapter 11 protection (Bankr. N.D. Tex. Case No. 24-31800) on
June 20, 2024, listing $411,964 in assets and $7,285,274 in
liabilities. Robert DiFonzo as owner, signed the petition.
Judge Scott W. Everett oversees the case.
THE LANE LAW FIRM serve as the Debtor's legal counsel.
DJK ENTERPRISES: Seeks to Hire Lewis Rice as Bankruptcy Counsel
---------------------------------------------------------------
DJK Enterprises, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Illinois to employ Lewis Rice LLC as
its attorneys.
The firm will render these services:
(i) advise the Debtor with respect to its powers and duties as
debtor and debtor-in-possession in the continued management and
operation of its business and properties;
(ii) advise the Debtor with respect to corporate transactions
and corporate governance, and in any negotiations with creditors,
equity holders, and investors;
(iii) assist the Debtor with respect to employee matters;
(iv) attend meetings and negotiate with representatives of
creditors and other parties in interest and advise and consult on
the conduct of the Chapter 11 case, including all of the legal and
administrative requirements of operating in Chapter 11;
(v) take all necessary action to protect and preserve the
Debtor's estate;
(vi) review and prepare on behalf of the Debtor all documents
and agreements as they become necessary and desirable;
(vii) review and prepare on behalf of the Debtor all motions,
administrative and procedural applications, answers, orders,
reports and papers necessary to the administration of the estate;
(viii) negotiate and prepare on the Debtor's behalf a plan of
reorganization, disclosure statement and all related agreements
and/or documents and take any necessary action on behalf of the
Debtor to obtain confirmation of such plan;
(ix) review and object to claims; analyze, recommend, prepare,
and bring any causes of action created under the Bankruptcy Code;
(x) advise the Debtor in connection with any sale of assets;
and
(xi) appear before this Court, any appellate courts, and the
U.S. Trustee, and protect the interests of the Debtor in connection
with this Chapter 11 case.
After a 20 percent discount, the firm will charge these rates:
Partners $520 to $600 per hour
Associates $280 to $360 per hour
Paralegals $180 to $225 per hour
The firm received an initial retainer in the amount of $70,000.
Larry Parres, Esq., a partner at Lewis Rice, disclosed in court
filings that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
Lewis Rice can be reached at:
Larry E. Parres, Esq.
John J. Hall, Esq.
LEWIS RICE LLC
600 Washington Ave., Suite 2500
St. Louis, MO 63101
Telephone: (314) 444-7600
Facsimile: (314) 612-7660
E-Mail: lparres@lewisrice.com
jhall@lewisrice.com
About the Debtor Enterprises, LLC
the Debtor Enterprises, LLC is part of the traveler accommodation
industry.
the Debtor Enterprises, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No.
24-60126) on August 9, 2024, listing $10 million to $10 million in
assets and $10 million to $50 million in liabilities. The petition
was signed by Chris Keller as president and member.
Larry E. Parres, Esq. at LEWIS RICE LLC represents the Debtor as
counsel.
DOTLESS LLC: Plan Exclusivity Period Extended to October 7
----------------------------------------------------------
Judge Mindy Mora of the U.S. Bankruptcy Court for the Southern
District of Florida extended Dotless, LLC's exclusive period to
file its Amended Chapter 11 Plan and Disclosure Statement to
October 7, 2024.
As shared by Troubled Company Reporter, the Debtor asserts that it
is in the process of attempting to negotiate a consensual plan. The
plan will propose funding of the plan by payment through the
Debtor's principal providing new value. This will provide for the
secured creditors' payments under the plan and provide a return for
the general unsecured creditors which they would not receive upon
liquidation.
The Debtor further asserts that it has consistently proceeded
toward reorganization in good faith during the pendency of this
matter. The Debtor is in the process of negotiating plan treatments
with creditors. Additionally, the requested extension will not harm
any party in interest to this matter, and the Debtor has good
prospects to confirm a plan that will be best achieved without the
burden and expense of having potentially competing plans being
pursued by multiple parties.
Dotless, LLC is represented by:
Nicholas G. Rossoletti, Esq.
Bilu Law, PA
2760 W. Atlantic Blvd.
Pompano Beach, FL 33069
Telephone: (954) 596-0669
Facsimile: (954) 427-1518
Email: nrossoletti@bilulaw.com
About Dotless LLC
Dotless, LLC was organized in the State of Utah in 2021 to serve as
a holding company for the purchasing and sale of real property
throughout the United States.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-19341) on Nov. 13,
2023. In the petition signed by Aaron Pace, manager, the Debtor
disclosed under $1 million in both assets and liabilities.
Judge Mindy A. Mora oversees the case.
Nicholas G. Rossoletti, Esq., at Bilu Law, PA, serves as the
Debtor's counsel.
DP ENTERPRISE: Taps Licenciado Carlos Alberto Ruiz as Counsel
-------------------------------------------------------------
DP Enterprise Corp seeks approval from the U.S. Bankruptcy Court
for the District of Puerto Rico to hire Licenciado Carlos Alberto
Ruiz, LLC to handle its Chapter 11 case.
The firm will be paid at its hourly rate of $295, plus actual and
necessary expenses.
The firm received a retainer in the sum of $7,500.
Carlos Ruiz Rodriguez, Esq., an attorney at Licenciado Carlos
Alberto Ruiz, 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:
Carlos A. Ruiz Rodriguez, Esq.
Licenciado Carlos Alberto Ruiz, LLC
P.O. Box 1298
Caguas, PR 00726
Telephone: (787) 286-9775
Email: carlosalbertoruizquiebras@gmail.com
About DP Enterprise Corp
DP Enterprise Corp sought protection for relief under Chapter 11 of
the Bankrutpcy Code (Bankr. D.P.R. Case No. 24-03087) on July 25,
2024, listing $100,001 to $500,000 in assets and $500,001 to $1
million in liabilities. Carlos Alberto Ruiz, Esq. at Licenciado
Carlos Alberto Ruiz, LLC represents the Debtor as counsel.
DRF LOGISTICS: Hires Stretto Inc. as Claims and Noticing Agent
--------------------------------------------------------------
DRF Logistics, LLC and DRF, LLC received approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire
Stretto, Inc. as its claims and noticing agent.
The Debtor requires a claims and noticing agent to serve notices to
creditors, equity security holders and other concerned parties, as
well as provide computerized claims-related services.
The firm will be paid at these hourly rates:
Consultant $70 to $200
Director $210 to $250
Solicitation Associate $230
Director of Securities $250
Sheryl Betance, a senior managing director at Stretto, disclosed in
a court filing that her firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Sheryl Betance
Stretto, Inc.
410 Exchange, Ste. 100
Irvine, CA 92602
Telephone: (714) 716-1872
Email: sheryl.betance@stretto.com
About DRF Logistics, LLC
Headquartered in Austin, Texas, DRF Logistics, LLC and DRF, LLC are
providers of domestic ecommerce parcel services, as well as
cross-border logistics services, operating approximately $35
billion in total addressable market and working with over 350
customer brands, including leading retailers and marketplaces. The
Debtors' domestic parcel services include delivery, returns,
underlying client and consumer-facing software. The Debtors'
cross-border services include modular delivery solutions to over
200 destinations.
DRF Logistics, LLC and DRF, LLC filed their voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Lead Case No. 24-90447) in August 8, 2024, listing $100 million to
$500 million in both assets and liabilities. The petitions were
signed by Eric Kaup as chief restructuring
officer.
Judge Christopher M Lopez presides over the case.
Gabriel Adam Morgan, Esq. at Weil, Gotshal & Manges LLP represents
the Debtors as counsel.
ELK CREEK: Jill Durkin of Durkin Law Named Subchapter V Trustee
---------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Jill Durkin, Esq.,
at Durkin Law, LLC as Subchapter V trustee for Elk Creek Escape,
LLC.
Ms. Durkin will be paid an hourly fee of $325 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Durkin declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jill E. Durkin, Esq.
Durkin Law, LLC
401 Marshbrook Road
Factoryville, PA 18419
Phone number: (570) 881-4158
Email: jilldurkinesq@gmail.com
About Elk Creek Escape
Elk Creek Escape, LLC is a local campground that provides a variety
of camping amenities, including rustic style cabins and campsite
firepits. The company is based in Hillsgrove, Pa.
Elk Creek Escape filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. M.D. Pa. Case No. 24-02003) on August
14, 2024, with $1 million to $10 million in both assets and
liabilities. Connie J. Klick, member, signed the petition.
Judge Mark J. Conway presides over the case.
Lisa M. Doran, Esq., at Doran & Doran, PC represents the Debtor as
legal counsel.
ENC PARENT: S&P Affirms 'B-' Issuer Credit Rating, Outlook Neg.
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating, with a
negative outlook on ENC Parent Corp.
S&P said, "We also affirmed our 'B-' issue-level rating and
maintained the '3' recovery rating (rounded estimate: 65%) on the
company's first-lien debt, as well as the 'CCC' issue-level rating
and '6' recovery rating (rounded estimate: 0%) on the second-lien
debt.
"The negative outlook reflects our view that prolonged subdued
freight market conditions will pressure ENC's financial performance
in 2024, resulting in negative free cash flow generation, which
will weaken its liquidity position, drifting its capital structure
closer toward unsustainable levels.
"We believe that low freight pricing and volumes will lead to a
second consecutive year of revenue and EBITDA declines in 2024.
ENC's 2023 revenue decline of about 31%, led by a combination of
lower rates and softer volumes, was worse than our previous
expectations of a decline in the low-20% area. While the intermodal
segment declined by 20%, in line with our expectations, its
truckload and brokerage segment experienced a larger-than-expected
decline of over 40% each. We expect its 2024 revenue to decline by
7%-9% as it continues to operate in a challenging freight
environment with the first six months revenue for 2024 down 14%
year over year. Persistent trough level drayage and trucking rates
combined with softer volumes has pushed out the freight market
recovery, and we now expect a gradual improvement could begin by
mid-2025." While excess trucking capacity is causing the supply
demand imbalance that has led to weaker freight rates, demand is
showing limited signs of improvement with inflation showing signs
of improvement.
ENC operates as an asset-lite motor carrier, using an agency-based
business model that retains a percentage of revenue on loads booked
by its agents. As market conditions necessitate these agents to
book lesser volumes of loads at lower rates, ENC's revenue declines
while gross margin percentage is maintained though at a lower
dollar amount. S&P said, "Although we expect the present excess
trucking capacity exiting the market will lead to freight trucking
rates improving in 2025 followed by drayage rates that mimic the
truckload rates with a lag, we are doubtful this will translate
into any significant improvement in ENC's financial performance
before 2026. Our base case estimate is for 2025 revenue to grow by
a modest low-single digit percentage and margins to improve to the
mid-3% area."
S&P said, "We believe ENC's available liquidity is sufficient to
cover its near-term cash flow shortfalls until the industry
gradually recovers over the next 12-24 months. ENC's cash position
during the first six months of 2023 benefitted from an inflow of
cash from working capital. During 2022, its days sales outstanding
had increased significantly and caused its accounts receivables
balance to increase. ENC was able to collect on these, which
generated about $110 million of cash through 2023. The company's
improved cash position has enabled it to offset its operating
losses. Even after a $23 million voluntary pre-payment of its debt
during the second quarter of 2024, the company reported $44 million
of cash as of June 30, 2024. Coupled with $65 million of
availability under its revolving credit facility, in our view, ENC
has sufficient liquidity to address its estimated reported free
cash flow deficit of $20 million-$25 million in 2024 and similar
levels in 2025. While this will consume some of its available
liquidity, we expect a gradual improvement in freight market
conditions to lead to breakeven free operating cash flow in 2026.
Although we expect that when rates increase, this generally creates
negative working capital, we think it would be marginal. However,
prolonged cash flow shortfalls in excess of our forecast could
weaken ENC's liquidity making it more vulnerable to defaulting on
its obligations, though our base case does not expect this to
materialize."
Weaker financial performance portends additional downside to ENC's
credit metrics in 2024. ENC's S&P Global Ratings-adjusted EBITDA
margins declined about 130 basis points to 4.0% in 2023. At
significantly lower revenue levels, this translated into a sharp
deterioration in profitability and led to a greater-than-expected
worsening in its credit metrics. As freight market conditions
continue to remain soft, S&P estimates ENC's funds from operation
(FFO), which were negative for 2023 (-2.4%), will remain around the
same level in 2024 before improving to around 0% in 2025.
S&P said, "The negative outlook reflects our view that prolonged
subdued freight market conditions will pressure ENC's financial
performance in 2024, resulting in negative free cash flow
generation, which will weaken its liquidity position, drifting its
capital structure closer toward unsustainable levels. We expect
leverage to deteriorate further in 2024 into the low- to mid-teens
while FFO to debt to remain negative.
"We could lower our ratings on ENC within the next 12 months if the
company's liquidity becomes constrained or we believe the company
will not be able to sustain its capital structure over the longer
term."
This could occur if:
-- Weaker demand conditions and lower freight rates persist for
longer than expected, leading to a protracted period of adverse
negative free cash flow generation by the company.
-- The company aggressively pursues large debt-financed
acquisitions or uses available cash toward shareholder return.
S&P could revise its outlook on ENC to stable within the next 12
months if the company's FFO to debt improves to the
mid-single-digit percent area and remains there on a sustained
basis.
This could occur if:
-- Intermodal volumes or spot market truck pricing improve faster
than we currently expect; or
-- The free cash flow shortfall abates or declines such that S&P
no longer believes the company's liquidity will be constrained over
the next 12 months.
S&P said, "Governance factors have a moderately negative influence
on our credit rating analysis of ENC. We view financial
sponsor-owned companies with highly leveraged financial risk
profiles as demonstrating corporate decision-making that
prioritizes the controlling owners' interests, typically with
finite holding periods and a focus on maximizing shareholder
returns."
ENERGY FOCUS: Reports Net Loss of $554,000 in Fiscal Q2
-------------------------------------------------------
Energy Focus, Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $554,000 for the three months ended June 30, 2024, compared to a
net loss of $1.17 million for the three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $972,000, compared to a net loss of $2.5 million for the
same period in 2023.
Net sales of $1.6 million, increased 47.2% compared to the second
quarter of 2023, reflecting an increase of $0.6 million, or 95.4%
in military sales period-over-period, partially offset by a
decrease of $0.1 million, or 19.7% in commercial sales.
Sequentially, net sales increased by 86.4%, primarily reflecting a
$0.1 million increase in commercial sales, a $0.7 million increase
in military sales, as compared to the first quarter of 2024. The
net sales increase in the second quarter was primarily driven by
the Company's sales strategy, which led to a decrease in the
proportion of commercial sales and a significant increase in the
demand and shipments of MMM products for military use, along with
market-adjusted pricing.
Gross profit margin of 8.1% decreased from 17.0% in the second
quarter of 2023 and 14.4% in the first quarter of 2024. This was
primarily driven by unfavorable changes in inventory reserve in the
second quarter of 2024.
Cash was $1.1 million as of June 30, 2024, compared to $2.0 million
and $1.3 million as of December 31, 2023 and June 30, 2023,
respectively. The changes in the cash movement is due to the payoff
of the 2022 Streeterville Note of $1.0 million in cash during the
first quarter of 2024.
On June 21, 2024, Energy Focus, Inc. entered into certain
securities purchase agreements with certain accredited investors,
pursuant to which the Company agreed to issue and sell in a private
placement an aggregate of 534,592 shares of the Company's common
stock, par value $0.0001 per share, for a purchase price per share
of $1.59 (the "Second Private Placement"). Aggregate gross proceeds
to the Company in respect of the Second Private Placement is
approximately $0.85 million, excluding the offering expenses paid
by the Company. The Second Private Placement was closed on June 21,
2024.
On March 28, 2024, Energy Focus, Inc. entered into certain
securities purchase agreements with certain accredited investors,
pursuant to which the Company agreed to issue and sell in a private
placement an aggregate of 283,109 shares of the Company's common
stock, par value $0.0001 per share, for a purchase price per share
of $1.59. Aggregate gross proceeds to the Company in respect of is
approximately $450,000, excluding the offering expenses paid by the
Company. The First Private Placement was closed on March 28, 2024.
On January 18, 2024, the Company and Streeterville Capital, LLC
entered into a payoff letter and exchange agreement to pay off a
note entered into by and between the Company and Streeterville in
2022 early. The Agreement provided that the Company made payments
to reduce the outstanding obligations under the 2022 Streeterville
Note of $1.0 million in cash by January 19, 2024 and exchange
94,440 shares of common stocks by January 23, 2024 for the
remaining $141,660. In January 2024, the Company paid off the 2022
Streeterville Note in full early. At termination, the Company
recognized $187 thousand of other income which was included in
other income in the in the Unaudited Condensed Consolidated
Statements of Operations.
As of June 30, 2024, the Company had $7.1 million in total assets,
$3.6 million in total liabilities, and $3.5 million in total
stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/2d9v359p
About Energy Focus
Solon, Ohio-based Energy Focus -- http://www.energyfocus.com--
engages primarily in the design, development, manufacturing,
marketing, and sale of energy-efficient lighting systems and
controls. The Company develops, markets, and sells high-quality
light-emitting diode ("LED") lighting and controls products in the
commercial market and military maritime market.
Columbus, Ohio-based GBQ Partners, LLC, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
March 22, 2024, citing that the Company has experienced recurring
losses from operations and negative cash flows from operations that
raise substantial doubt about its ability to continue as a going
concern.
EUBANKS ELECTRIC: Case Summary & Eight Unsecured Creditors
----------------------------------------------------------
Debtor: Eubanks Electric, LLC
194 County Rd., NE 2220
Talco TX 75487
Business Description: The Debtor is a family owned and operated
business that offers electrical solutions to
residential, commercial, and industrial
clients.
Chapter 11 Petition Date: August 23, 2024
Court: United States Bankruptcy Court
Eastern District of Texas
Case No.: 24-50124
Debtor's Counsel: Brandon Tittle, Esq.
TITTLE LAW GROUP, PLLC
5465 Legacy Drive, Ste. 650
Plano TX 75024
Tel: 972-731-2590
Email: btittle@tittlelawgroup.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Erin James as member.
A copy of the Debtor's list of eight unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/YXKYXDY/Eubanks_Electric_LLC__txebke-24-50124__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/YKWO24A/Eubanks_Electric_LLC__txebke-24-50124__0001.0.pdf?mcid=tGE4TAMA
FIRST PATH: Seeks to Hire Nicholson Devine as Bankruptcy Counsel
----------------------------------------------------------------
First Path, Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Massachusetts to hire Nicholson Devine LLC as
counsel.
The firm's services include:
a. advising the Debtor with respect to its rights, powers and
duties as debtors-in-possession in the continued operation and
management of their businesses;
b. advising the Debtor with respect to any plan of
reorganization and any other matters relevant to the formulation
and negotiation of a plan or plans of reorganization in these
cases;
c. representing the Debtor at all hearings and matters
pertaining to its affairs as debtor and debtor-in-possession;
d. preparing, on the Debtor's behalf, all necessary and
appropriate applications, motions, answers, orders, reports, and
other pleadings and other documents, and review all financial and
other reports filed in this Chapter 11 case;
e. advising the Debtor with respect to, and assisting in the
negotiation and documentation of, financing agreements, debt and
cash collateral orders and related transactions;
f. reviewing and analyzing the nature and validity of any
liens asserted against the Debtor's property and advising the
Debtor concerning the enforceability of such liens;
g. advising the Debtor regarding its ability to initiate
actions to collect and recover property for the benefit of their
estates;
h. advising and assisting the Debtor in connection with the
potential sale of the Debtor's assets;
i. advising the Debtor concerning executory contract and
unexpired lease assumptions, lease assignments, rejections,
restructurings and recharacterization of contracts and leases;
j. reviewing and analyzing the claims of the Debtor's
creditors, the treatment of such claims and the preparation, filing
or prosecution of any objections to claims;
k. commencing and conducting any and all litigation necessary
or appropriate to assert rights held by the Debtor, protect assets
of the Debtor's Chapter 11 estate or otherwise further the goal of
completing the Debtor's successful reorganization other than with
respect to matters to which the Debtor retains special counsel;
and
l. performing all other legal services and providing all other
necessary legal advice to the Debtor as debtors-in-possession which
may be necessary in the Debtor's bankruptcy proceeding.
The firm will be paid at these rates:
Kate E. Nicholson $400/hour
Christine E. Devine $400/hour
Associates $210/hour
Paralegals $125/hour
The Debtor provided the firm with a $32,738 retainer pre-petition.
As disclosed in the court filings, Nicholson Devine is a
"disinterested person" as that term is defined in 11 U.S.C. Sec.
101(14).
The firm can be reached through:
Kate E. Nicholson, Esq.
Nicholson Devine LLC
21 Bishop Allen Drive
Cambridge, MA 02139
Phone: (857) 600-0508
Email: kate@nicholsondevine.com
About First Path
First Path, Inc. filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. D. Mass. Case No. 24-11496) on July 26,
2024, with $100,001 to $500,000 in both assets and liabilities.
Kate E. Nicholson, Esq., at Nicholson Devine, LLC represents the
Debtor as legal counsel.
FIRST PATH: Taps Brown Counsel and Huber Legal as Special Counsel
-----------------------------------------------------------------
First Path, Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Massachusetts to hire Brown Counsel, LLC and Huber
Legal Counsel LLC as special counsel.
The firms will represent the Debtor in all matters relating to
permitting and zoning relief, including but not limited to
obtaining the necessary permitting and zoning determinations to
complete the renovation of First Path's new facility at 9 Boyd St.,
Watertown, MA, continuing to prosecute First Path's appeal of
certain zoning determinations, and analyzing whether First Path has
other claims related to the permitting process.
Brown will charge $300 to $385 per hour for services rendered by
its attorneys. The firm also requires a retainer in the amount of
$4,000.
Huber requested for an initial retainer in the amount of $7,500.
The firm will charge these hourly rates:
Partners $395 to $450
Associates $175 to $225
Paralegals $75 to $100
As disclosed in the court filings, Brown Counsel and Huber Legal
Counsel are disinterested persons according to Section 101(14) of
the Bankruptcy Code.
The firms can be reached through:
Philip Y. Brown, Esq.
Brown Counsel, LLC
One Marina Park Drive, Suite 1410
Boston, MA 02110
Telephone: (617) 683-1500
Email: pbrown@browncounsel.com
- and -
Evans Huber, Esq.
Frieze & Rosen LLC
62 Walnut Street, Suite 6
Wellesley, MA 02481
Telephone: (781) 943-4000
Facsimile: (781) 943-4040
About First Path
First Path, Inc. filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. D. Mass. Case No. 24-11496) on July 26,
2024, with $100,001 to $500,000 in both assets and liabilities.
Kate E. Nicholson, Esq., at Nicholson Devine, LLC represents the
Debtor as legal counsel.
FULL CIRCLE: Gets OK to Hire Gorski & Knowlton PC as Legal Counsel
------------------------------------------------------------------
Full Circle Lawn Care LLC received approval from the U.S.
Bankruptcy Court for the District of New Jersey to hire Gorski &
Knowlton PC to handle its Chapter 11 proceedings.
The hourly rates charged by the firm's attorneys and paralegals are
as follows:
Carol Knowlton $425 per hour
Allen Gorski $425 per hour
Cheryl Gorski $400 per hour
Paralegal $200 per hour
The firm received a retainer in the amount of $10,000, plus $1,738
filing fee.
Carol Knowlton, Esq., an attorney at Gorski & Knowlton, disclosed
in a court filing that her firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Carol L. Knowlton, Esq.
GORSKI & KNOWLTON PC
311 Whitehorse Ave, Suite A
Hamilton, NJ 08610
Tel: (609) 964-4000
Fax: (609) 528-0721
E-mail: cknowlton@gorskiknowlton.com
About Full Circle Lawn Care
Full Circle Lawn Care LLC d/b/a Guaranteed Plants and Florist
specializes in the creative design, professional installation and
maintenance of landscape plantings, walkways, patios, retaining
walls.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Case No. 24-17892) on August 8,
2024, with $257,100 in assets and $2,365,186 in liabilities.
Timothy Hikade, managing member, signed the petition.
Allen I. Gorski, Esq. at GORSKI & KNOWLTON PC represents the Debtor
as legal counsel.
FULL CIRCLE: Seeks to Hire Chris Whalen CPA as Accountant
---------------------------------------------------------
Full Circle Lawn Care LLC seeks approval from the U.S. Bankruptcy
Court for the District of New Jersey to hire Chris Whalen, CPA, LLC
as accountant.
The firm will provide various accounting, tax preparation, income
tax projection, financial, economic, forensic, investigative, or
other consulting services
All services provided by the accountant will be billed at a flat
rate of $400 per hour.
The firm requested for a $3,200 retainer.
Chris Whalen, CPA is a disinterested person under 11 U.S.C. Sec.
101(14), according to court filings.
The accountant can be reached at:
Chris Whalen, CPA
Chris Whalen, CPA, LLC
81 Oak Hill Road
Red Bank, NJ 07701
Tel: (732) 673-0510
Email: ChrisWhalenCPA@gmail.com
About Full Circle Lawn Care
Full Circle Lawn Care LLC d/b/a Guaranteed Plants and Florist
specializes in the creative design, professional installation and
maintenance of landscape plantings, walkways, patios, retaining
walls.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Case No. 24-17892) on August 8,
2024, with $257,100 in assets and $2,365,186 in liabilities.
Timothy Hikade, managing member, signed the petition.
Allen I. Gorski, Esq. at GORSKI & KNOWLTON PC represents the Debtor
as legal counsel.
GAINWELL HOLDING: Moody's Cuts CFR to Caa1 & First Lien Loans to B3
-------------------------------------------------------------------
Moody's Ratings downgraded Gainwell Holding Corp's corporate family
rating to Caa1 from B3, probability of default rating to Caa1-PD
from B3-PD and backed senior secured first lien bank credit
facilities (consisting of a $400 million revolving credit facility
expiring 2025, $4.094 billion term loan due 2027 and $250 million
incremental term loan due 2027) ratings to B3 from B2. The outlook
was changed to stable from negative. Based in McLean, Virginia,
Gainwell provides software and managed services to state health and
human services ("HHS") agencies, namely Medicaid, in the US.
The downgrade of the CFR to Caa1 from B3 follows continued weak
operating performance manifested by the company's inability to
generate free cash flow. Moody's expect debt-to-EBITDA around 10.0x
for the twelve months ended March 31, 2024, which is up from 8.8x
as of March 31, 2023, to remain elevated. Free cash flow remains
constrained by high interest rates due to the company's excessive
debt load and larger than anticipated operational costs. While
Gainwell hopes to boost profit margins through an ambitious
turnaround plan, Moody's believe the timeline and net benefit of
these designs remain uncertain.
Moody's expect Gainwell's liquidity profile to remain weak. The
company bolstered its cash reserves through the February 2024 $250
million incremental first lien term loan issuance, but also
increased its already large debt and interest expense burdens. The
$400 million revolver expiries in October 2025, so Moody's do not
consider it a source of liquidity over the next 12 to 15 months.
RATINGS RATIONALE
The Caa1 CFR reflects Moody's anticipation for Gainwell's credit
profile to remain constrained by steep interest rates in a highly
levered capital structure, which combined with lower than company
forecast profitability rates has resulted in negative cash flow
generation. Moody's expect free cash flow and financial leverage to
improve slowly, but these improvements will rely on the success of
an ambitious cost cutting plan that could yield lower than
anticipated benefits and may not be able to offset Gainwell's
interest expense burden, especially if interest rates do not
decline materially and quickly. Turnover in certain senior
leadership team roles amid prolonged operational challenges also
pressure the credit profile as they may delay operating and
financial improvements.
All financial metrics cited reflect Moody's standard adjustments.
EBITDA is further adjusted by expensing capitalized software costs,
adding back financing transaction and certain restructuring
expenses.
The rating is supported by the company's large operating and
revenue scale, healthy profitability rates, with gross margins in
the low 30% range, and strong position in the Medicaid Enterprise
Systems ("MES") sector, which is characterized by long-term
outsourcing contracts that provide revenue stability. However, a
large proportion of Gainwell's revenue relies on federal regulation
and funding, which creates concentration risk and could result in
pricing pressure or unexpected declines in transactional volumes.
Moody's perceive the MES services segment as a mature market with
moderate growth potential. Nevertheless, the Coordination of
Benefits ("COB") and Payment Integrity ("PI") segments, coupled
with new product introductions from Eligibility and Enrollment
("E&E"), analytics, and other related revenue streams, will
stimulate faster growth, despite facing a more competitive
environment than the core MES segment.
Moody's consider Gainwell's liquidity profile to be weak, with a
cash balance of $120 million as of March 31, 2024 following the
incremental debt raise earlier this year and Moody's expectation
for negative cash flow in fiscal year 2025 (March 31, 2025). The
undrawn $400 million revolver expires in October 2025, so it does
not provide liquidity support over the next 12 to 15 months. The
approaching maturity date of the revolver will pressure the
liquidity profile and the rating if it is not extended. The single
financial covenant, for the benefit of revolving lenders only,
provides ample cushion at a maximum 8.2x net first-lien leverage.
The test is only applicable when over 35% of the revolving credit
facility is drawn. Moody's do not anticipate the revolver will be
drawn to the point ($140 million) over the next 12 months at which
the covenant becomes applicable.
The downgrade of the senior secured first-lien facilities to B3
from B2, which is one notch higher than the Caa1 CFR, reflects the
downgrade of the CFR to Caa1 from B3 and their senior position in
the capital structure and first-loss absorption support provided by
the unrated $1.5 billion senior secured second lien term loan due
2028.
The stable outlook reflects Moody's expectations that Gainwell will
achieve low to mid-single digit revenue growth and profitability
rate increases over the next 12 to 18 months, with financial
leverage reducing but remaining elevated.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if: I) Gainwell demonstrates stable
growth while improving profit margins; II) Moody's expect
meaningful debt leverage reduction and some sustained free cash
flow generation; and III) the company significantly improves its
liquidity profile and maintains conservative financial policies
emphasizing debt repayment over shareholder returns.
The ratings could be downgraded if: I) revenue growth or
profitability rate expansion are lower than Moody's anticipate,
leading to negative cash flow and elevated debt to EBITDA on a
sustained basis; II) financial policies become more aggressive; or
III) liquidity deteriorates.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Gainwell, controlled by private equity firm Veritas Capital,
provides software and managed services to state HHS agencies in the
US. The company generates the majority of its revenue from
long-term contracts with Medicaid agencies that outsource the
operation and management of their Medicaid Management Information
Systems to the company, which is the claims processing system of
record and analytics support system for Medicaid. Gainwell is the
primary MES provider to 31 US states and territories. In addition
to core MES, Gainwell also provides COB, PI, E&E and other adjacent
services. The company generated $2.5 billion of revenue as of the
12-month period ending March 2024.
GPS HOSPITALITY: Fitch Affirms & Then Withdraws 'CCC+' LongTerm IDR
-------------------------------------------------------------------
Fitch Ratings has affirmed GPS Hospitality Holding Company LLC's
(GPS) Long-Term Issuer Default Rating (IDR) at 'CCC+', super-senior
revolving credit facility at 'B+'/'RR1' and the senior secured
notes (co-issued by GPS FINCO Inc.) at 'CCC+'/'RR4'. Fitch has
simultaneously withdrawn all of GPS' ratings, including GPS FINCO
co-issued senior secured notes.
GPS' 'CCC+' rating reflects the company's high EBITDAR leverage at
8.8x exiting fiscal 2023 and limited liquidity cushion. The rating
also reflects GPS' small scale, which makes the company more
vulnerable to market and operational risks. GPS experienced a
stabilization and improved operating performance during fiscal 2023
with revenues up around 6% supported by improved same-store sales
(SSS) due to pricing and EBITDA up about 60% to $43 million
reflecting multiple efficiency and cost initiatives.
Fitch expects EBITDAR leverage to remain at around 8x in fiscal
2024, assuming EBITDA of approximately mid $40 million. Fitch
forecasts neutral to negative FCF for the company in fiscal 2024,
turning to slightly positive from fiscal 2025 as capex moderates.
Fitch has withdrawn GPS' ratings for commercial reasons. Fitch
reserves the right in its sole discretion to withdraw or maintain
any rating at any time for any reason it deems sufficient.
Key Rating Drivers
High Leverage: EBITDAR leverage declined to 8.8x during fiscal 2023
from 10.8x in fiscal 2022, due to improved profit margins, mainly
driven by pricing actions taken by the end of fiscal 2022 and lower
cost inflation headwinds from wages and commodities. Fitch expects
GPS' EBITDAR leverage to remain elevated at around 8x for fiscal
2024, supported by stabilization and gradual EBITDA growth, as well
as by the positive effect of the closure of 26 underperforming
units.
Pressured FCF, Limited Liquidity: Fitch forecast GPS' FCF will
remain pressured in the short-term due to softening consumer
spending and higher capital investments tied to BK's Reclaim the
Flame program. These commitments limit the company's ability to
mitigate market or operational risk. Capital investments are
expected to remain at approximately $18 million in fiscal 2024,
leading to a more neutral to negative FCF. From fiscal 2025, Fitch
forecasts capital investments to decline to approximately 2% of
revenues and FCF to turn slightly positive.
Fitch views the company's liquidity position as limited, given a
springing covenant under the revolver that limits available
capacity to 35% of the facility size, subject to a 7.5x springing
consolidated first lien secured leverage covenant. As of 1Q24, the
company had drawn $20 million on the revolver and proforma net
EBITDA leverage was approximately 6.9x, below the 7.5x trigger. Any
shortfalls in performance against the business plan has the
potential to further constrain liquidity headroom. Near-term
refinancing risk remains limited with debt maturities beyond 2025.
Small Scale, Moderate Diversity: GPS' rating is constrained by its
small-scale, with expected revenues of around $660 million and
Fitch-projected EBITDA of $44 million for fiscal 2024. GPS is a
multi-brand restaurant operator managing a modestly diversified
portfolio of 447 franchised restaurants under three leading brands:
Burger King (83% of units), Pizza Hut (13%) and Popeyes (4%).
GPS' portfolio yields a relatively balanced mix by daypart with
about a third of sales coming from lunch; approximately 20% each
from dinner and snack; with the remainder evenly split between
breakfast and late night. The company's geographical coverage is
limited to 12 states. As the second largest BK franchisee, GPS
benefits from direct access to management not available to smaller
franchisees.
Resilient Model but Lagging Comps: The quick-service restaurant
(QSR) model has proven resilient through economic cycles,
benefiting from increased spending power during strong economic
periods and maintaining value appeal during slowdowns. BK's
relaunch of $5 value-based meals could help drive improved traffic
and comps for GPS amid a softening consumer spending environment.
GPS' restaurants are more concentrated in the Gulf region, which
has faced tougher comps, mainly due to economic sensitivities. To
improve profitability, GPS closed 26 underperforming restaurants in
fiscal 2023 and two more in 1Q24, mostly in the Gulf region. Over
the last several quarters, sales at GPS' BK locations have lagged
that of the broader BK-U.S. system, with same-store sales (SSS)
growth of 1.5% and 5.1% in fiscal 2022 and 2023, compared to
BK-U.S.'s 2.3% and 7.4%. In 1Q24, SSS at GPS-BK declined 1.4% while
BK-U.S. grew 3.8%. Management notes that GPS' BK locations outside
the Gulf area have performed more in line with BK-U.S. comps.
Derivation Summary
GPS Hospitality is one notch below Sizzling Platter, LLC (Sizzling:
B-/Stable), a multi-brand franchisee in the Little Caesars, Jamba
and Wingstop quick-serve restaurant chains, among others. Sizzling
Platter's business profile compares above that of GPS in terms of
scale and operating performance. Sizzling's scale is larger with
667 units and roughly $100 million EBITDA, while GPS has a more
limited scale with 447 units and $43 million EBITDA.
Sizzling's rating also benefits from stronger SSS growth and
resilient operating performance relative to GPS. Over the medium
term, Fitch forecasts GPS's financial profile to remain weaker
relative to Sizzling, with an EBITDAR leverage ranging the mid-9x.
Key Assumptions
- Revenues decline at low-single digit in fiscal 2024 driven by
weak traffic and declining unit growth. Thereafter, revenue is
assumed to grow at low-single digit;
- EBITDA margin is projected to remain at the high-6% area,
corresponding to around $45 million-$50 million range throughout
the forecasted period as inflationary pressures, particularly from
wages and commodities, decline;
- Capex of approximately $18 million in fiscal 2024. From fiscal
2025 investments decline to approximately 2% of revenues as
remodels and new development are expected to be reduced;
- FCF is expected to be neutral to negative in fiscal 2024 and turn
to slightly positive from fiscal 2025 with an improvement in the
outer years driven by capex moderation to 2% of sales;
- EBITDAR leverage based on Fitch's adjustments would trend towards
the mid-8x area in fiscal 2024 and 2025.
Recovery Analysis
Fitch's recovery analysis assumes GPS' value is maximized as a
going-concern in a post default scenario. Fitch assumes persistent
sales and earnings pressures cause the balance sheet to become
untenable and force a restructuring. Fitch assumes a
post-restructuring going concern EBITDA of around $40 million
assuming the company closes around 20% of its weakest restaurants,
which combined with sales weakness at surviving restaurants,
results in proforma revenue of around $570 million. Fitch assumes
EBITDA margins of around 7%, in line with peer margins achieved
during steady-state periods.
Fitch applies a 6.0x enterprise value/EBITDA multiple, modestly
below the 6.3x median multiple for food, beverage and consumer
bankruptcy reorganizations Fitch analyzes. The multiple reflects
the company's strong position across the brands it franchises and
those brands strong long-term performance within the QSR segment.
After deducting the 20% for administrative claims, GPS'
super-senior revolving credit facility would have excellent
recovery prospects and the first-lien senior secured notes would
have average recovery prospects. Fitch assumes the entire $70
million revolver commitment is drawn for the purposes of the
recovery analysis. Therefore, the super-senior revolving credit
facility is rated 'B+'/'RR1' and the first-lien senior secured
notes are rated 'CCC+'/'RR4'.
RATING SENSITIVITIES
Rating sensitivities are no longer relevant given Fitch's ratings
withdrawal.
Liquidity and Debt Structure
Limited Liquidity: Fitch views the company's liquidity position to
be limited by the presence of a springing covenant that limits
available capacity to 35% of the facility size ($24.5 million)
subject to a 7.5x springing consolidated first lien secured
leverage covenant. As of March 31, 2024, GPS's capital structure
consisted of a $400 million 7% secured note due August 2028.
There was $20 million drawn on the $70 million revolving credit
facility due August 2026. Cash and cash equivalents were about $17
million. As of March 31, 2024, the pro-forma net EBITDA leverage
was 6.9x, below the 7.5x trigger. Any shortfalls in performance
against the business plan has the potential to further constrain
liquidity headroom.
While the revolver and note are pari passu in terms of collateral,
secured by first lien on substantially all assets and equity
interests of the company, the revolver benefits from super-senior
status receiving first order of payment in the event of a default.
Issuer Profile
GPS Hospitality Holding Company, LLC is a multi-brand restaurant
operator managing a portfolio of 447 franchised restaurants under
three leading brands including BK (83% of units) and Popeyes (4% of
units) in the quick-serve restaurant segment, and Pizza Hut (13% of
units) which straddles the QSR and casual dining segments.
Summary of Financial Adjustments
Historical and projected EBITDA is adjusted to add back non-cash
stock-based compensation and exclude non-recurring charges. Fitch
has adjusted the historical and projected debt by adding 8.0x
annual gross rent expense.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
GPS FINCO Inc.
senior secured LT CCC+ Affirmed RR4 CCC+
senior secured LT WD Withdrawn CCC+
GPS Hospitality
Holding Company LLC LT IDR CCC+ Affirmed CCC+
LT IDR WD Withdrawn CCC+
senior secured LT CCC+ Affirmed RR4 CCC+
senior secured LT WD Withdrawn CCC+
super senior LT B+ Affirmed RR1 B+
super senior LT WD Withdrawn B+
GRAFTECH INTERNATIONAL: S&P Cuts ICR to 'CCC+', Outlook Negative
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on GrafTech
International Ltd., to 'CCC+' from 'B-'. At the same time, S&P
lowered its issue-level rating on the company's senior secured
notes to 'B-' from 'B'; the '2' recovery rating remains unchanged.
S&P's negative outlook reflects our view of uncertainty around the
pace and timing of a recovery under current market conditions and
the risk of a liquidity deficit if volumes and earnings do not
recover in the next 12 months.
S&P said, "GrafTech will burn through most of its $120 million cash
balance by the middle of next year, after which we expect it will
become reliant on its cash flow revolver for liquidity needs. The
facility currently has a cap on borrowing availability and will
become current in May 2026. However, there are no drawings under
the facility as of June 30, 2024, and we do not project the company
would need to draw on the revolver until the second half of 2025.
We also anticipate a cash flow burn of $110 million in 2024, based
on our expectation of near breakeven EBITDA this year, before
improving slightly to negative $90 million of free operating cash
flow in 2025, which assumes $25 million of working capital
investment. While we expect GrafTech's sources of liquidity to be
sufficient to cover uses over the next 12 months, we don't believe
the company's liquidity cushion is sufficient to withstand further
deterioration in market conditions without the need to access
capital markets and our assessment of market signals (such as its
equity and debt) does not currently reflect a satisfactory standing
in credit markets.
"In our view, a recovery during 2025 will be important to start
reversing the cash burn, prevent any liquidity deficits, and
provide a path to deleveraging. Our forecast for 2025 has declined
based on our view of lower realized spot prices of electrodes at
$5,000 per ton, versus $5,500 previously, which remains below
historical long-term averages of $5,700/ton. GrafTech's volumes are
improving and should reach 105,000 metric tons this year. We expect
the improvement to continue into 2025, signaling a potential
recovery in its market share. While uncertainty remains, we still
expect an improvement in earnings to start in 2025, supported by
volume growth that will drive greater cost efficiencies and by cost
reductions from a full-year impact of savings from idling its St.
Mary's facility.
"We believe graphite electrode pricing could improve beyond our
current forecast as we anticipate a gradual recovery in global
steel markets in 2025 and competitors are starting to signal
capacity cuts in response to depressed electrode prices.
Additionally, higher needle coke prices, a key raw material for
graphite electrodes, could support higher graphite electrode
pricing. This could boost GrafTech's profitability and margins as
it is vertically integrated into needle coke versus non-integrated
peers.
"Elevated debt levels, multiple years of depressed earnings, and
high interest expenses lead us to view the company's capital
structure as unsustainable. While the company has no near-term
maturities, it will face $950 million of maturities in December
2028. We do not project debt to EBITDA will trend below 8x until
2027 or EBITDA interest coverage will improve above 1x until 2026.
We acknowledge that earnings volatility and negative EBITDA
generation is something this business has weathered in the past.
However, compared with previous downturns, the company's debt
burden is meaningfully higher, with adjusted debt of $875 million
as of June 2024, compared with an average of $437 million during
the previous downturn spanning 2015 to 2017. During the global
downturn in steel during 2015 and 2016, GrafTech's EBITDA declined
70% to $34 million in 2015 and further declined to negative $5
million in 2016, before recovering to $100 million in 2017. Based
on these historical cycles, we see potential for a quicker recovery
in earnings if prices and steel market conditions improve beyond
our current expectations, but acknowledge uncertainty on the timing
of a recovery persists."
GrafTech operates in an industry in which the key raw material,
petroleum needle coke, is a by-product of industrial processes,
such as gasoline refining and coking metallurgical coal. Outside of
China, supply of petroleum needle coke has exceeded demand over the
last several years. These raw material supply dynamics can result
in graphite electrode producers globally responding slower than
other commodity producers to rapidly changing supply-demand
dynamics. In recent weeks, S&P began seeing a supply response with
a competitor announcing graphite electrode capacity curtailments
over the next 12 months and the market sees the potential for
further capacity rationalization. GrafTech led the market earlier
this year when it curtailed 24,000 metric tons across its
Monterrey, Calais and Pamplona facilities.
S&P said, "Our negative outlook reflects our view of uncertainty
around the pace and timing of a recovery under current market
conditions and the risk that GrafTech could face a liquidity
deficit if volumes and earnings do not recover in the next 12
months.
"We could lower our ratings on GrafTech if we believe it will
likely face further pressure over the next 12 months due to a
greater-than-expected level of cash burn that leads to a continued
reduction in its liquidity buffer. We could also lower the rating
if we see a risk of a distressed transaction.
"We could revise our outlook on GrafTech to stable if we see signs
of a recovery in its earnings and EBITDA over the next 12 months
that we believe will support a return to positive cash flow
generation to support its liquidity cushion as it ramps up its
business to meet a rebound in steel production."
GRAN TIERRA: Moody's Affirms 'B2' CFR & Alters Outlook to Positive
------------------------------------------------------------------
Moody's Ratings has affirmed Gran Tierra Energy Inc.'s Corporate
Family Rating and senior secured notes B2 ratings and changed the
outlook to positive from stable.
The rating action follows Gran Tierra's announcement of the
potential acquisition of all the shares of i3 Energy North Sea and
i3 Energy Canada Ltd (i3 Energy). i3 Energy owns producing assets
in the Simonelle, Wapiti, Clearwater and Central regions of
Alberta, Canada, as well as a legacy oil discoveries in the UK
Central North Sea.
The acquisition is subject to regulatory approvals and is expected
to close in the fourth quarter of 2024.
RATINGS RATIONALE
Gran Tierra's transaction will add 19 mboe/d of production and will
allow the company to diversify its geographic footprint, as
currently it has operations only in Colombia and Ecuador.
Additionally, Grant Tierra's product output will be diversified as
i3 Energy's production profile is 51% gas, 25% natural gas liquids
(NGLs) and 22% oil. However, Moody's recognize that gas is
currently a lower value product given that the price outlook for
oil is more predictable. The transaction will also allow the
company to double its 1P reserves, supporting its production
profile. While Moody's see relatively low execution risk given that
the new assets located in Canada are already in operations, Moody's
also recognize that the company has plans to increase capital
spending in 2025 and 2026 in order to continue increasing
production.
The transaction will be funded with $70 million of cash on hand,
roughly $55 million through a share payment and $100 million
additional debt. As such, Moody's expect that the acquisition will
increase Gran Tierra's outstanding debt. However, Moody's also
expect that increasing production and EBITDA will maintain credit
metrics relatively stable and that the company will prioritize debt
reduction under its financial policy framework. Gran Tierra's
Exploration and Production (E&P) debt to average daily production
equaled $23,926 as of June 2024 and Moody's estimate that leverage
will equal a relatively high $22,096 by December 2024, including
the acquisition's related debt, and that it will decrease to
$14,575 by 2025.
Gran Tierra's B2 ratings reflect the company's small asset base
expected to double; geographic asset and production concentration
still in Colombia and Ecuador; as well as execution risk at
existing operations and event risk from future growth. These
factors are balanced by strong assets in Colombia's Middle
Magdalena Valley, which have been in operation for decades. The
ratings also take into account Moody's expectation of relatively
strong commodities prices, which will support solid cash flow
generation and credit metrics in 2024-25 for the B2 rating
category, as well as financial policies that protect creditors,
including oil price hedging and no dividend payments in the
foreseeable future.
Gran Tierra has good liquidity: in June 2024, the company had
$114.5 million in cash and Moody's expect it to generate enough
cash flow from operations through 2024 to cover interest payments
of about $50 million and capital spending of around $210-230
million.
Gran Tierra's positive outlook reflects that once the acquisition
is finalized, scale, diversification and credit metrics will
improve. Specifically, the ratings could be upgraded if Gran
Tierra's scale measured as average daily production of 26 Mboe/d
and proved developed reserves of 39.6 MMboe increase, strengthening
its market position, to at least 50 MMboe and 81 MMboe in the next
12 to 18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company, as a result of the
acquisition, increases production to more than 50,000 barrels of
oil equivalent per day (boe/d), with minimal deterioration in
financial metrics; its leveraged full-cycle ratio, which measures
an oil company's ability to generate cash after operating,
financial and reserve replacement costs, is consistently above
2.5x; its exploration and production (E&P) debt/proved developed
reserves drops below $10.0; and the company maintains strong
liquidity.
The outlook could be stabilized if Moody's expectations for the
acquisition don't materialize resulting in weaker than expected
financial metrics. Additionally, Gran Tierra's ratings could be
downgraded if its retained cash flow (RCF, cash from operations
before working capital requirements less dividends)/total debt is
below 25%, with limited prospects of a quick turnaround; the
company's interest coverage, measured as EBITDA/interest expense,
is below 4.0x; or there is a deterioration in the company's
liquidity.
The principal methodology used in these ratings was Independent
Exploration and Production published in December 2022.
Profile
Gran Tierra Energy Inc. (Gran Tierra), headquartered in Calgary,
Canada, is an independent international energy company engaged
primarily in the acquisition, exploration, development, and
production primarily of oil, focused on onshore properties in
Colombia. Although it also owns certain rights to oil and gas
properties in Ecuador, the Colombian properties represented 98% of
its proved reserves and 100% of revenue in the three months ended
March 31, 2024, when its assets amounted to close to $1.4 billion.
About 99.8% of Gran Tierra's shares are publicly traded on the New
York, Toronto, and London Stock Exchanges.
GREAT FALLS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Great Falls Industrial Park, Inc.
70 Spruce Street
Paterson, NJ 07501
Chapter 11 Petition Date: August 23, 2024
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 24-18343
Debtor's Counsel: Brian G Hannon, Esq.
NORGAARD OBOYLE HANNON
184 Grand Avenue
Englewood, NJ 07631
Tel: (201) 871-1333
Email: bhannon@norgaardfirm.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by David J. Garsia, POA for David E.
Garcia, president and sole shareholder.
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/NA4E55A/Great_Falls_Industrial_Park_Inc__njbke-24-18343__0001.0.pdf?mcid=tGE4TAMA
GUARDIAN ELDER: Hires Omni Agent as Administrative Agent
--------------------------------------------------------
Guardian Elder Care at Johnstown, LLC doing business as Richland
Healthcare and Rehabilitation Center, and its affiliates seek
approval from the U.S. Bankruptcy Court for the Western District of
Pennsylvania to employ Omni Agent Solutions, Inc. as its
administrative agent.
The firm's services include:
(a) managing the solicitation and tabulation of votes in
connection with any Chapter 11 plan filed by the Debtor and
providing ballot reports to the Debtor and its professionals;
(b) generating an official ballot certification and
testifying, if necessary, in support of the ballot tabulation
results;
(c) managing any distributions made pursuant to a Plan
(including the distribution of cash, securities and/or other
entitlements);
(d) assisting with claims reconciliation, including generating
claim objection exhibits and contract cure notices; and
(e) providing any and all necessary administrative tasks not
otherwise specifically set forth above, and not covered by the
Section 156(c) Order, as the Debtor or its professionals may
require in connection with this Chapter 11 Case.
Omni has received an initial retainer of $25,000.
In addition, the firm will seek reimbursement for expenses
incurred.
Paul Deutch, the executive vice president of Omni Agent Solutions,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Paul H. Deutch
Omni Agent Solutions
5955 De Soto Avenue, Suite 100
Woodland Hills, CA 91367
Tel: (818) 906-8300
About Guardian Elder Care at Johnstown
Guardian Elder Care at Johnstown, LLC, its affiliates, and their
non-debtor affiliates are a private, family-owned organization that
has provided inpatient and outpatient services to predominately
small and/or rural communities through a network of skilled nursing
facilities and personal care homes since 1995. Guardian Healthcare
maintains 19 skilled nursing facilities, with one facility in West
Virginia and the remaining facilities located in Pennsylvania.
Through its facilities, Guardian Healthcare maintains more than
1,700 skilled nursing, personal care, and independent living beds,
providing long-term care and rehabilitation services.
Guardian Elder Care at Johnstown and its affiliates sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
W.D. Pa. Lead Case No. 24-70299) on July 29, 2024. In the petitions
signed by Allen Wilen, chief restructuring officer, Guardian Elder
Care at Johnstown disclosed up to $10 million in assets and up to
$50 million in liabilities.
Judge Jeffery A. Deller oversees the cases.
The Debtors tapped Saul Ewing LLP as legal counsel, Eisner Advisory
Group LLC as financial advisor, and Omni Agent Solutions, Inc. as
claims and noticing agent.
GUARDIAN ELDER: Hires SLIB II as Real Estate and Business Broker
----------------------------------------------------------------
Guardian Elder Care at Johnstown, LLC doing business as Richland
Healthcare and Rehabilitation Center, and its affiliates seek
approval from the U.S. Bankruptcy Court for the Western District of
Pennsylvania to employ SLIB II, Inc. d/b/a Senior Living Investment
Brokerage as their real estate and business broker.
SLIB II will market and sell the Debtors' Owned Real Property and
the Owned Facilities.
The broker will be compensated as follows:
a. Sale of Fairmont Healthcare and Rehabilitation Center as a
single asset sale: 0.50 percent Commission;
b. Sale of Pennsylvania Portfolio (i.e. all Properties other
than the West Virginia Property): 2.2 percent Commission; and
c. Sale of all Properties (Pennsylvania and West Virginia
Properties) as a portfolio sale: 1.3 percent Commission.
SLIB II does not hold interests adverse to Franklin Cambridge and
Bristol Healthcare or to their bankruptcy estates, according to
court filings.
The firm may be reached through:
Toby Siefert
101 S Cross St - 1st Floor
Wheaton, IL 60187
Telephone: (630) 858-2501
Facsimile: (630) 597-2504
Cell: (630) 988-0345
Email: siefert@slibinc.com
About Guardian Elder Care at Johnstown
Guardian Elder Care at Johnstown, LLC, its affiliates, and their
non-debtor affiliates are a private, family-owned organization that
has provided inpatient and outpatient services to predominately
small and/or rural communities through a network of skilled nursing
facilities and personal care homes since 1995. Guardian Healthcare
maintains 19 skilled nursing facilities, with one facility in West
Virginia and the remaining facilities located in Pennsylvania.
Through its facilities, Guardian Healthcare maintains more than
1,700 skilled nursing, personal care, and independent living beds,
providing long-term care and rehabilitation services.
Guardian Elder Care at Johnstown and its affiliates sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
W.D. Pa. Lead Case No. 24-70299) on July 29, 2024. In the petitions
signed by Allen Wilen, chief restructuring officer, Guardian Elder
Care at Johnstown disclosed up to $10 million in assets and up to
$50 million in liabilities.
Judge Jeffery A. Deller oversees the cases.
The Debtors tapped Saul Ewing LLP as legal counsel, Eisner Advisory
Group LLC as financial advisor, and Omni Agent Solutions, Inc. as
claims and noticing agent.
GUARDIAN ELDER: Seeks to Hire Saul Ewing as Bankruptcy Counsel
--------------------------------------------------------------
Guardian Elder Care at Johnstown, LLC doing business as Richland
Healthcare and Rehabilitation Center, and its affiliates seek
approval from the U.S. Bankruptcy Court for the Western District of
Pennsylvania to employ Saul Ewing LLP as their counsel.
The firm's services include:
a. providing legal advice with respect to the Debtors' powers
and duties as debtors in possession in the continued operation of
their businesses and management of their properties;
b. preparing and pursuing confirmation of a plan and approval
of a disclosure statement;
c. preparing, on behalf of the Debtors, necessary
applications, motions, answers, orders, reports, and other legal
papers;
d. appearing in Court and protecting the interests of the
Debtors before the Court;
e. providing assistance, advice, and representation concerning
any investigation of the assets, liabilities, and financial
condition of the Debtors that may be required under local, state,
or federal law or orders of this or any other court of competent
jurisdiction;
f. providing counseling and representation with respect to the
assumption or rejection of executory contracts and leases,
transfers of assets, and other bankruptcy-related matters arising
from these Chapter 11 Cases; and
g. performing all other services assigned by the Debtors to
Saul Ewing as counsel to the Debtors, and to the extent the firm
determines that such services fall outside of the scope of services
historically or generally performed by Saul Ewing as counsel in a
bankruptcy proceeding, Saul Ewing will file a supplemental
declaration pursuant to Bankruptcy Rule 2014.
The firm will charge these rates:
Partners $655 - $1,260 per hour
Special Counsel $585 - $1,440 per hour
Associates $345 - $620 per hour
Paraprofessionals $230 - $495 per hour
Saul Ewing holds a retainer in the amount of $280,860.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Saul
Ewing disclosed that:
-- it has not agreed to any variations from, or alternatives
to, its standard or customary billing arrangements for this
engagement;
-- none of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case;
-- the firm began working with the Debtors in connection with
restructuring matters on or about June 2023 and the billing rates
and material terms of the prepetition engagement are the same as
the rates and terms described in the application; and
-- a prospective budget and staffing plan for Saul Ewing's
engagement for the postpetition period, as appropriate. In
accordance with the UST Guidelines, the budget may be amended as
necessary to reflected changed or unanticipated developments.
Jeffrey Hampton, Esq., a partner at Saul Ewing 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:
Jeffrey C. Hampton, Esq.
Saul Ewing LLP
1500 Market Street, 38th Floor
Philadelphia, PA 19102
Tel: (215) 972-7118
Email: jeffrey.hampton@saul.com
About Guardian Elder Care at Johnstown
Guardian Elder Care at Johnstown, LLC, its affiliates, and their
non-debtor affiliates are a private, family-owned organization that
has provided inpatient and outpatient services to predominately
small and/or rural communities through a network of skilled nursing
facilities and personal care homes since 1995. Guardian Healthcare
maintains 19 skilled nursing facilities, with one facility in West
Virginia and the remaining facilities located in Pennsylvania.
Through its facilities, Guardian Healthcare maintains more than
1,700 skilled nursing, personal care, and independent living beds,
providing long-term care and rehabilitation services.
Guardian Elder Care at Johnstown and its affiliates sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
W.D. Pa. Lead Case No. 24-70299) on July 29, 2024. In the petitions
signed by Allen Wilen, chief restructuring officer, Guardian Elder
Care at Johnstown disclosed up to $10 million in assets and up to
$50 million in liabilities.
Judge Jeffery A. Deller oversees the cases.
The Debtors tapped Saul Ewing LLP as legal counsel, Eisner Advisory
Group LLC as financial advisor, and Omni Agent Solutions, Inc. as
claims and noticing agent.
GUARDIAN ELDER: Taps Allen Wilen of Eisner Advisory Group as CRO
----------------------------------------------------------------
Guardian Elder Care at Johnstown, LLC doing business as Richland
Healthcare and Rehabilitation Center, and its affiliates seek
approval from the U.S. Bankruptcy Court for the Western District of
Pennsylvania to employ Eisner Advisory Group LLC to provide interim
management services and designate Allen Wilen as chief
restructuring officer.
The CRO will provide these services:
-- upon the express authorization of the Debtors' Board of
Directors, negotiate on behalf of the Debtors, and at an
arms-length basis, terms of agreements between the Debtors and
third parties.
-- upon the express authorization of the Debtors' Board of
Directors, negotiate on behalf of the Debtors, and at an
arms-length basis, terms of agreements between the Debtors and
related parties.
-- oversee and develop a strategy to address operating and
customer non-payment issues.
-- review with management the status of current operations
including prior monthly financial statements and any going forward
cash flow budgets.
-- review accounts receivable aging(s) to understand the
components of accounts receivable.
-- develop a strategy to collect on delinquent accounts
receivables, including, pursing credit insurance claims with
respect thereto. Discuss with management and individual(s)
responsible for accounts receivable collections the status of the
collection process.
-- discuss and review process currently being utilized to
collect accounts receivable.
-- coordinate and monitor the accounts receivable collection
process, including overseeing the remittance of collections.
Coordinate with the Board and/or the Debtors' CEO on all
communications with the lender group.
-- review all purchasing and disbursements made going forward.
Work with Debtors' counsel and advisors on alternatives for
addressing the repayment of outstanding debt.
-- work with the Board and/or management and counsel to the
Debtors to develop a cost-efficient work plan to coordinate the
work of the professionals retained by the Debtors on a going
forward basis.
The firm will render these services:
-- assist the Debtors in contingency planning including the
evaluation, planning and execution of a potential chapter 11
filing;
-- assist the Debtors and its other advisors with the
formulation of a chapter 11 plan of reorganization or liquidation
and the preparation of the corresponding disclosure statement;
-- advise and assist the Debtors in the compilation and
preparation of financial information, statements, schedules,
budgets and monthly operating reports necessary due to requirements
of the Bankruptcy Court and/or Office of the U.S. Trustee;
-- assist the Debtors in the preparation of a liquidation
valuation for a reorganization plan and/or negotiation purposes;
-- assist the Debtors in managing and executing the
reconciliation process involving claims filed by all creditors;
-- provide testimony in these chapter 11 cases as necessary or
appropriate at the Debtors' request;
-- assist Debtors personnel with the communications and
negotiations, at CEO's request and under CEO's guidance, with
lenders, creditors, and other parties-in-interest, including the
preparation of financial information for distribution to such
parties-in-interest;
-- assist in the preparation of weekly and monthly reporting in
accordance with any debtor-in-possession credit facility;
-- assist the Debtors in developing strategy relating to
customers and vendors;
-- assist with such other accounting and financial services as
requested by the Debtors and which are not duplicative of services
provided by other professionals;
-- assist in the development of communication strategies and
materials for effective communication with employees, customers,
suppliers, investors and other key audiences.
The firm will be paid at these rates:
Director/Partners $650 - $895/hr.
Manager/Senior Managers $400 - $555/hr.
Paraprofessional/Staff $195 - $390/hr.
The fee for the CRO services will be Mr. Wilen's standard hourly
rate of $895 per hour.
The Debtors shall reimburse Eisner for direct expenses and
allocated expenses incurred in connection with the performance of
its services.
Eisner received an initial retainer in the amount of $100,000.
Allen Wilen, a partner at Eisner Advisory, attests that the firm is
a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Allen Wilen
Eisner Advisory Group LLC
One Logan Square
130 North 18th Street, Suite 3000,
Philadelphia, PA 19103
Tel: (215) 881-8800
About Guardian Elder Care at Johnstown
Guardian Elder Care at Johnstown, LLC, its affiliates, and their
non-debtor affiliates are a private, family-owned organization that
has provided inpatient and outpatient services to predominately
small and/or rural communities through a network of skilled nursing
facilities and personal care homes since 1995. Guardian Healthcare
maintains 19 skilled nursing facilities, with one facility in West
Virginia and the remaining facilities located in Pennsylvania.
Through its facilities, Guardian Healthcare maintains more than
1,700 skilled nursing, personal care, and independent living beds,
providing long-term care and rehabilitation services.
Guardian Elder Care at Johnstown and its affiliates sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
W.D. Pa. Lead Case No. 24-70299) on July 29, 2024. In the petitions
signed by Allen Wilen, chief restructuring officer, Guardian Elder
Care at Johnstown disclosed up to $10 million in assets and up to
$50 million in liabilities.
Judge Jeffery A. Deller oversees the cases.
The Debtors tapped Saul Ewing LLP as legal counsel, Eisner Advisory
Group LLC as financial advisor, and Omni Agent Solutions, Inc. as
claims and noticing agent.
GUARDIAN ELDER: Taps Klehr Harrison as Boards' Special Counsel
--------------------------------------------------------------
Guardian Elder Care at Johnstown, LLC doing business as Richland
Healthcare and Rehabilitation Center, and its affiliates seek
approval from the U.S. Bankruptcy Court for the Western District of
Pennsylvania to employ Klehr Harrison Harvey Branzburg LLP as
special counsel to the boards of managers and board of directors.
Klehr Harrison's hourly rates are as follows:
Partners $550 to $1,100
Counsel $475 to $605
Associates $360 to $560
Paralegals $305 to $375
The firm will render legal services and provide advice to the Board
during these Chapter 11 Cases.
The Debtors paid an advance retainer to Klehr Harrison in the
amount of $25,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Klehr
Harrison disclosed that:
-- it has not agreed to any variations from, or alternatives
to, its standard or customary billing arrangements for this
engagement;
-- none of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case;
-- Klehr Harrison represented the Board during the approximate
month period before the
Petition Date using the hourly rates effective Jan. 1, 2024; and
-- the Debtors has approved the respective budget and staffing
plan, as reflected in its financing budgets filed with the Court.
Dominic Pacitti, Esq., a partner at Klehr Harrison Harvey Branzburg
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:
Dominic E. Pacitti, Esq.
Klehr Harrison Harvey Branzburg LLP
1835 Market Street, Suite 1400
Philadelphia, PA 19103
Tel: (215) 569-2700
Fax: (215) 568-6603
Email: dpacitti@klehr.com
About Guardian Elder Care at Johnstown
Guardian Elder Care at Johnstown, LLC, its affiliates, and their
non-debtor affiliates are a private, family-owned organization that
has provided inpatient and outpatient services to predominately
small and/or rural communities through a network of skilled nursing
facilities and personal care homes since 1995. Guardian Healthcare
maintains 19 skilled nursing facilities, with one facility in West
Virginia and the remaining facilities located in Pennsylvania.
Through its facilities, Guardian Healthcare maintains more than
1,700 skilled nursing, personal care, and independent living beds,
providing long-term care and rehabilitation services.
Guardian Elder Care at Johnstown and its affiliates sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
W.D. Pa. Lead Case No. 24-70299) on July 29, 2024. In the petitions
signed by Allen Wilen, chief restructuring officer, Guardian Elder
Care at Johnstown disclosed up to $10 million in assets and up to
$50 million in liabilities.
Judge Jeffery A. Deller oversees the cases.
The Debtors tapped Saul Ewing LLP as legal counsel, Eisner Advisory
Group LLC as financial advisor, and Omni Agent Solutions, Inc. as
claims and noticing agent.
H2O BY DESIGN: Katharine Battaia Clark Named Subchapter V Trustee
-----------------------------------------------------------------
The U.S. Trustee for Region 6 appointed Katharine Battaia Clark of
Thompson Coburn, LLP as Subchapter V trustee for H2O By Design,
LLC.
Ms. Clark will be paid an hourly fee of $525 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Clark declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Katharine Battaia Clark
Thompson Coburn, LLP
2100 Ross Avenue, Ste. 3200
Dallas, TX 75201
Office: 972-629-7100
Mobile: 214-557-9180
Fax: 972-629-7171
Email: kclark@thompsoncoburn.com
About H2O By Design
H2O By Design, LLC, a company in Fort Worth, Texas, sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D. Texas Case No. 24-42851) on August 12, 2024, with $100,000 to
$500,000 in assets and $1 million to $10 million in liabilities.
William L. Unger, president, signed the petition.
Robert T. DeMarco, Esq., at DeMarco Mitchell, PLLC represents the
Debtor as legal counsel.
HAMPTON TRANSPORTATION: Court Tosses Schoolman's Counterclaims
--------------------------------------------------------------
Chief Judge Alan S. Trust of the United States Bankruptcy Court for
the Eastern District of New York granted the motion filed by Allan
B. Mendelsohn, as Chapter 7 Trustee of the Estate of Hampton
Transportation Ventures, Inc. dba Hampton Luxury Liner, et al., to
dismiss William Schoolman's counterclaims to an amended complaint
in the adversary proceeding between the parties. Schoolman's
request for a jury trial is also denied.
On September 8, 2017, the Trustee commenced the present adversary
proceeding against William Schoolman, Trax Insurance, Ltd. and
National Interstate Insurance Co. by the filing of a complaint.
On January 11, 2018, the Trustee filed an amended complaint. The
Amended Complaint removed Trax Insurance, Ltd. and National
Interstate Insurance Co. as parties to the Adversary Proceeding.
On March 23, 2018, Defendant filed an answer to the Amended
Complaint with counterclaims, asserting 12 counterclaims against
the Trustee for, inter alia, abuse of process, breach of fiduciary
duty, and libel and defamation of character Each of the
Counterclaims relate to acts taken by the Trustee while serving as
in his capacity as trustee during the Debtors' Chapter 11 and
Chapter 7 cases. Additionally, Defendant also made a demand for a
jury trial on all issues so triable pursuant to Rule 38 of the
Federal Rules of Civil Procedure.
On April 13, 2018, the Trustee filed a motion to dismiss the
Counterclaims pursuant to Federal Rule 12(b)(1) and (6) and to
strike the Jury Demand, as well as a memorandum of law in support
of said motion. On May 15 and November 9, 2018, the Defendant filed
affirmations in opposition to the Motion to Dismiss and Strike.
Defendant alleges that the Trustee has committed abuse of process
by commencing the Adversary Proceeding with the intent to "harm
Schoolman by encumbering him with frivolous and unnecessary
claims." However, Schoolman fails to allege any special injury
caused as a result of the commencement of the Adversary Proceeding,
the Court finds. Moreover, Defendant's claim for abuse of process
is untimely at this stage as the Adversary Proceeding has not been
finally terminated in the Defendant's favor, the Court notes.
Accordingly, the Court rules that the portion of the Motion seeking
to dismiss Defendant's first Counterclaim for abuse of process is
granted without prejudice to Defendant refiling a claim for abuse
of process against the Trustee should Defendant prevail in his
defense of all claims asserted by the Trustee in this Adversary
Proceeding.
In the Answer, Defendant asserts four separate Counterclaims
against the Trustee for breach of fiduciary duty arising from his
time as trustee of Debtors' Chapter 7 and 11 cases.
Defendant alleges in his second Counterclaim that the Trustee
breached his fiduciary duty while serving as Chapter 11 trustee and
caused severe financial harm to himself and the bankruptcy estate
as a result. More specifically, Defendant alleges that the
Trustee:
(1) incompetently managed and administrated the bankruptcy
estate without reasonable care,
(2) failed to timely file a plan of reorganization,
(3) failed to report to the Court why a plan could be
formulated,
(4) failed to contact or investigate any of the options
submitted by RDL Acquisitions in their plan of reorganization,
(5) refused to entertain lucrative opportunities to sell assets
which would have resulted in a substantial increase of the
financial value of the estate,
(6) failed to reasonably investigate third party offers to
purchase assets,
(7) failed to pay bills and expenses pertaining to the estate,
(8) failed to save Debtor further expenses such as insurance and
fuel, and
(9) paid a grossly excessive amount for professional services to
help administer the estate and failed to obtain a court order
permitting such excessive fees.
The Court holds the second Counterclaim must fail because the
Trustee is a quasi-judicial officer who is immune from liability
when acting in accordance with his statutory duties. As a
bankruptcy trustee, the Trustee was given wide discretion in
determining the best avenue to administer the bankruptcy estate,
and Defendant has not asserted any actions taken or not taken that
are outside this wide latitude, the Court states.
Overall, Defendant has failed to allege that any acts taken by the
Trustee were negligent or willful, the Court says. Thus, the
Trustee is protected by quasi-judicial immunity for the
aforementioned actions.
Accordingly, the Court rules that the portion of the Motion seeking
to dismiss the second Counterclaim for breach of fiduciary duty
regarding the Trustee's actions taken while acting as Chapter 11
trustee is granted and the second Counterclaim is dismissed.
Defendant alleges in his third Counterclaim that the Trustee
breached his fiduciary duty as the Chapter 7 trustee by
misappropriating funds which belonged to the estate. Defendant
claims that the Trustee made unauthorized disbursements from the
estate to himself and an expert and withdrew $33,000 from a bank
account owned by Better Options for Livable Transit, LLC to
transfer to himself in an act of self-dealing.
The Cour points out BOLT is a third party who is not a party to the
Adversary Proceeding. Defendant concedes that the $33,000 in
question did not belong to Debtors and does not allege those funds
belonged to him personally. As such, Defendant does not have any
standing to assert any claims against the bankruptcy estate on
behalf of BOLT, the Court concludes. In that regard, Accordingly,
the portion of the Motion seeking to dismiss the third Counterclaim
for breach of fiduciary duty arising from the Trustee's conduct as
Chapter 7 trustee is granted and the third Counterclaim is
dismissed.
Defendant's Jury Demand on his Counterclaims is moot as the
Counterclaims have now been dismissed in their entirety. The Court
will defer ruling on the remaining portion of the Motion requesting
to strike the Jury Demand as to the Trustee's claims in the Amended
Complaint until after this Court issues a trial scheduling order.
A copy of the Court's decision dated August 2, 2024, is available
at http://urlcurt.com/u?l=nDfYMP
About Hampton Transportation
Hampton Transportation Ventures, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
15-73837) on Sept. 8, 2015. The petition was signed by William
Schoolman, CEO. The case is assigned to Judge Alan S. Trust. At
the time of the filing, the Debtor disclosed total assets of $6.5
million and total debt of $5.1 million.
On May 2, 2016, the Court entered an order directing that HTV's
case be jointly administered with the related cases of Schoolman
Transportation System, Inc. (Case No. 16-71172) and 1600 Locust
Avenue Associates, LLC (Case No. 16-71189).
On May 11, 2016, the Court entered an order approving the
appointment of Allan B. Mendelsohn as Chapter 11 Trustee of the
Debtors.
On February 21, 2017, the Court entered an order converting the
Debtors' jointly administered Chapter 11 bankruptcy cases to
Chapter 7 of the Bankruptcy Code. Upon conversion, Mendelsohn was
appointed to serve as the Chapter 7 trustee.
HANOVER HILLS: Seeks to Hire Fox Rothschild LLP as Attorney
-----------------------------------------------------------
Hanover Hills Surgery Center LLC seeks approval from the U.S.
Bankruptcy Court for the District of New Jersey to employ Fox
Rothschild LLP as its attorney.
The firm will provide these services:
a. advise the Debtor of its rights, powers and duties as a
debtor in possession in continuing to operate and manage its assets
and business;
b. assist officers and professionals of the Debtor in the
preparation of any administrative and procedural legal papers as
may be required for the sound conduct of the case, including, but
not limited to, the Debtor's schedules and statement of financial
affairs;
c. perform all other legal services for the Debtor including,
but not limited to, preparing on the Debtor's behalf, all necessary
and appropriate applications, motions, pleading, orders, notices,
petitions, schedules and other documents to be filed in this
chapter 11 case;
d. advise the Debtor concerning and prepare responses to any
applications, motions, pleading, orders, notices, petitions,
schedules and other documents which may be filed in this chapter 11
case;
e. counsel the Debtor in its effort to sell all or
substantially all of its assets pursuant to 11 U.S.C. Sec. 363 and
in connection with the drafting, negotiation and promulgation of a
chapter 11 plan;
f. review the nature and validity of agreements relating to
the Debtor's business operations and advise the Debtor in
connection therewith;
g. advise the Debtor regarding the actions it may take to
collect and recover property for the benefit of its bankruptcy
estate;
h. review claims and advise the Debtor on claims objections.
review the nature and validity of liens asserted against the Debtor
and advise as to the enforceability of those liens; and
i. perform such other legal services as may be required or are
otherwise deemed to be in the interests of the Debtor in accordance
with the Debtor's powers and duties as set forth in the Bankruptcy
Code, Bankruptcy Rules, or other applicable law.
Fox has agreed to a blended rate cap of $650 per hour, plus
reimbursement of actual, necessary expenses and other charges
incurred.
The Debtor paid a retainer to Fox in the aggregate amount of
$40,010, plus the chapter 11 filing fee of $1,738.
Joseph DiPasquale, Esq., a partner at Fox Rothschild 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:
Joseph J. DiPasquale, Esq.
Fox Rothschild LLP
49 Market Street
Morristown, NJ 07960
Telephone: (973) 992-4800
Facsimile: (973) 992-9125
Email: jdipasquale@foxrothschild.com
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.
HILLMAN SOLUTIONS: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
-------------------------------------------------------------------
Fitch Rating has affirmed Hillman Solutions Corp. (HLMN) and The
Hillman Group's Long-Term Issuer Default Rating (IDR) at 'BB-'.
Fitch has also affirmed the senior secured term loan at 'BB'/'RR3'.
The Rating Outlook is Stable.
The rating affirmation reflects the reduction in leverage over the
past few years and Fitch's expectation that HLMN will maintain its
gross leverage profile (EBITDA Leverage) in the low 3.0x range
while executing on its growth strategy, even amid a weaker economic
backdrop. The rating also considers the company's market position
in the fastener and protective solution markets, profitability and
customer relationships.
Key Rating Drivers
Resilience Amid Weak Demand: Fitch expects HLMN's 2024 sales to be
affected by weaker consumer sentiment and high interest rates, but
remain broadly stable. HLMN's exposure to R&R is high relative to
Fitch-rated building product peers and is expected to result in
less volatile earnings in a downturn. Fitch views the residential
R&R as a more stable end-market through economic cycles than new
construction activity. Fitch is forecasting a 1% yoy decline in
revenues as the acquisition of Koch Industries, LLC (Koch) and new
business wins offset softness in volumes.
EBITDA Margins Set to Improve: Despite soft top-line growth, Fitch
expects HLMN's EBITDA margins to continue to benefit from costs
controls, productivity improvements and a product mix shift in HPS.
Fitch is modeling EBITDA margins to improve to 16% in 2024 after
the company delivered about 310 bps improvement in adjusted EBITDA
margins in the first half of 2024, which incorporates management's
guidance that gross margins may moderate in the second half of the
year. In the medium term, Fitch expects HLMN's FCF to be sustained
in the mid-single digits during the forecast period.
HLMN's EBITDA margins are comparable with other similarly rated
diversified industrial and building product peers. The company's
EBITDA margins benefit from the high margins (2023: 33%) of the RDS
business and help to supplement the more modest margins of its HPS
segment (2023: 11%). Fitch expects a recovery in RDS in 2025 to
support HLMN's EBITDA margins.
Deleveraging Progress: HLMN's EBITDA Leverage has improved to 3.5
at end-2023 from 4.6x at end-2021 as a result of paying down the
revolver and a portion of its outstanding term loans, and Fitch
believes there is capacity for further debt reduction. Looking
ahead, a public commitment to a more conservative financial policy
that leads to EBITDA leverage sustained below 3.0x could provide
positive rating momentum.
Acquisitions to Support Growth: Fitch expects HLMN to focus on
smaller, bolt-on acquisitions like Koch, a producer of ropes and
chains, to deepen and broaden the company's product portfolio and
complement its organic growth strategy. HLMN can leverage its
distribution network and long-standing relationships to sell its
new product category into new customers. Fitch expects HLMN to
approach M&A in a balanced manner while managing its EBITDA
leverage consistent with its long-term company-calculated net
leverage target of 2.5x. HLMN paid off the debt in used in the
acquisition of Koch in the first half of 2024.
Market Leader in Niche Markets: HLMN has a strong market position
in its core products of fasteners, hardware and personal protection
productions, which account for 73% of its revenues. Fitch views the
barriers of entry to HLMN's business are its long-standing
customers relationships and its thorough service model including
managing and distributing 114,000 SKUs through HLMN's distribution
network directly to stores and having 1,100 sales and service
personnel on-site to help customers. HLMN, likewise, has a strong
market position in its key duplication, Auto & RFID Fob duplication
and engraving offerings. The segment accounts for just 17% of 2023
sales but almost 40% of the overall EBITDA given the segment's high
margins and technology content.
Customer Concentration: The company has a concentrated retail
customer base, and there is a risk that the loss of all or part of
a large customer could meaningfully reduce its scale with limited
opportunity to recoup lost volumes elsewhere. The risk is mitigated
by the company's track record of maintaining long-standing
relationships with core hardware retailers. Home Depot and Lowes
are the largest customers, accounting for 23% and 20% of 2023
revenues, respectively. These customers regularly undertaking
product line reviews of their vendors every few years to determine
whether and to what extent they will continue to purchase certain
products from a particular vendor.
U.S.-Focused Geographic Footprint: The company operates throughout
North America with the United States accounting for 89% of 2023
sales. HLMN has 23 distribution centers across the continent,
helping it serve 46,000 locations. Fitch views the company's
geographic exposure as relatively concentrated relative to
similarly-rated and higher-rated peers, which tend to have more
international sales exposure. However, the company's strong
national presence provides it with better diversity than
lower-rated peers, which tend to be more highly concentrated within
certain U.S. states/regions.
Derivation Summary
HLMN's rating reflects its strong market position in the fastener
and protective solutions markets, long-standing relationships with
key customers, profitability and improving leverage metrics. HLMN
is strongly positioned relative to 'B'-category Fitch-rated
building products and distributor peers including Park River
Holdings, Inc (Park River; B-/Stable). HLMN's EBITDA leverage is
expected be around 3.0x in 2024 while Park River's leverage is
elevated around 7.0x over the same period.
HLMN's credit profile is comparable with MIWD Holdco II LLC and
MIWD Holding Company LLC (dba MITER Brands; MITER, BB-/Stable) with
similar EBITDA margin, leverage metrics, concentrated product
portfolio and end market exposure. The 'BB'/'RR3' ratings on the
first-lien term loan and delayed-draw term loan reflect the higher
ranking of the ABL and relatively higher mix of ABL collateral
within HLMN's asset base.
Key Assumptions
- Total revenue declines by 1% to $1.47 billion in 2024 but
recovers to low-single-digits organic growth in 2026 and 2027;
- EBITDA margins of around 15%-16% over the forecast period;
- Capital intensity of around 5% over the forecast period;
- HLMN manages capital deployment in line with stated financial
policies;
- Effective interest rate in the 7%-8% range through 2027.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Public commitment to a more conservative financial policy that
leads to EBITDA leverage sustained below 3.0x;
- The company achieves a more diversified portfolio of business
lines and reduced customer concentration.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A less conservative financial policy leading to EBITDA leverage
sustained above 4.0x;
- FCF margin in the low-single digits or lower;
- The company experiences the loss of a large customer
Liquidity and Debt Structure
Sufficient liquidity: As of June 30, 2024, HLMN had total liquidity
of $305 million including $54 million of cash and $251 million of
availability on its ABL facility, net of outstanding borrowings and
letters of credit. Its liquidity is also supported by the company's
expected FCF generation over the forecast horizon. Fitch considers
the capital structure and maturity schedule to be relatively
favorable with its nearest maturity being in 2027.
Issuer Profile
Hillman distributes hardware-related products and provides
merchandising services to retail outlets including hardware stores,
home centers, and mass merchants among others. Its product offering
includes fasteners, hardware, personal protective products key
engraving and various self-service kiosks.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
The Hillman Group, Inc. LT IDR BB- Affirmed BB-
senior secured LT BB Affirmed RR3 BB
Hillman Solutions Corp. LT IDR BB- Affirmed BB-
HOLZHAUER FORD STORM: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Holzhauer Ford Storm Lake, Inc.
1620 N. Lake Ave.
Storm Lake, IA 50588
Business Description: The Debtor is a dealer of new and pre-owned
automobiles.
Chapter 11 Petition Date: August 23, 2024
Court: United States Bankruptcy Court
Northern District of Iowa
Case No.: 24-00815
Debtor's Counsel: Jeffrey D. Goetz, Esq.
DICKINSON, BRADSHAW, FOWLER & HAGEN, PC
801 Grand Avenue, Suite 3700
Des Moines, IA 50309-8004
Tel: 515-246-5817
Email: jgoetz@dickinsonbradshaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dan Winchell as CEO.
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/DZ4DLIQ/Holzhauer_Ford_Storm_Lake_Inc__ianbke-24-00815__0001.0.pdf?mcid=tGE4TAMA
HOLZHAUER FORD: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Holzhauer Ford Cherokee, Inc.
1600 N. 2nd Street
Cherokee, IA 51012
Business Description: The Debtor is a dealer of new and pre-owned
automobiles.
Chapter 11 Petition Date: August 23, 2024
Court: United States Bankruptcy Court
Northern District of Iowa
Case No.: 24-00814
Debtor's Counsel: Jeffrey D. Goetz, Esq.
DICKINSON, BRADSHAW, FOWLER & HAGEN, PC
801 Grand Avenue, Suite 3700
Des Moines, IA 50309-8004
Tel: 515-246-5817
Email: jgoetz@dickinsonbradshaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dan Winchell AS CEO.
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/DDOWLOY/Holzhauer_Ford_Cherokee_Inc__ianbke-24-00814__0001.0.pdf?mcid=tGE4TAMA
HOLZHAUER MOTORS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Holzhauer Motors, Ltd
1601 N. 2nd Street
Cherokee, IA 51012
Business Description: The Debtor is a dealer of new and pre-owned
automobiles.
Chapter 11 Petition Date: August 23, 2024
Court: United States Bankruptcy Court
Northern District of Iowa
Case No.: 24-00813
Debtor's Counsel: Jeffrey D. Goetz, Esq.
DICKINSON, BRADSHAW, FOWLER & HAGEN, PC
801 Grand Avenue, Suite 3700
Des Moines, IA 50309-8004
Tel: 515-246-5817
Email: jgoetz@dickinsonbradshaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dan Winchell as CEO.
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/42PZ7JY/Holzhauer_Motors_LTD__ianbke-24-00813__0001.0.pdf?mcid=tGE4TAMA
I-ON DIGITAL: Posts $439,608 Net Loss in Fiscal Q2
--------------------------------------------------
I-ON Digital Corp. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $439,608 for the three months ended June 30, 2024, compared to a
net loss of $148,325 for the three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $733,527, compared to a net loss of $327,805 for the same
period in 2023.
As of June 30, 2024, the Company had $18,640,608 million in total
assets, $1,681,177 in total liabilities, and $16,959,431 in total
stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/69fyv3pz
About I-On
Chicago, Ill.-based I-ON Digital Corp. was incorporated on July 5,
1999, and is engaged in providing digital-based enterprise
solutions, including the digitization and distribution of precious
metals, primarily gold, and other asset-based digital securities on
the blockchain.
I-ON Digital reported a net loss of $805,138 and $27,625 for the
years ended December 31, 2023 and 2022, respectively.
New York, N.Y.-based Kreit & Chiu CPA LLP, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated June 6, 2024. The report noted that the Company had an
accumulated deficit of $3,496,501 and $2,691,363 at December 31,
2023 and 2022, respectively; working capital deficits of $707,969
and $0 at December 31, 2023 and 2022, respectively; net losses of
$805,138 and $27,625 for the years ended December 31, 2023 and
2022, respectively; and net cash used in operating activities of
approximately $498,834 and $792,936 for the years ended December
31, 2023 and 2022, respectively. These matters raise substantial
doubt about the Company's ability to continue as a going concern.
ICON AIRCRAFT: Plan Exclusivity Period Extended to Oct. 31
----------------------------------------------------------
Judge Craig T. Goldblatt of the U.S. Bankruptcy Court for the
District of Delaware extended ICON Aircraft, Inc., and its
affiliates' exclusive periods to file a plan of reorganization and
obtain acceptance thereof to October 31 and December 30, 2024,
respectively.
As shared by Troubled Company Reporter, since the Petition Date,
the Debtors and their advisors committed all of their resources to
maximizing value for the benefit of their creditors and estates,
including by contacting potential buyers, providing access to a
data room, and answering diligence questions.
Ultimately, as a result of these efforts, the Debtors obtained
approval of the value-maximizing Sale by the Court, which recently
closed. With the Sale process behind them, the Debtors and their
advisors are re-directing their efforts to the negotiation of a
global resolution of disputes by and between the Debtors, the
Derivative Litigation Plaintiffs, and PDSTI and the preservation of
the Derivative Claims for the benefit of the estates.
Further, the Debtors have been required to devote a significant
amount of time, energy, and resources to their transition into
chapter 11 more generally and addressing the myriad issues
attendant thereto. The complexity of the Sale, the various issues
addressed, and the time, effort, and planning required to obtain
the progress made thus far, including the filing of the Plan and
obtaining conditional approval of the Disclosure Statement, warrant
the requested extension of the Exclusive Periods.
The Debtors believe that, in light of the progress that the Debtors
and other professionals have made in these chapter 11 cases over
approximately the past four months and the Debtors' demonstrated
efforts to work cooperatively with their stakeholders, it is
reasonable and appropriate that the Debtors be granted an extension
of the Exclusive Periods. Accordingly, the Debtors submit that this
factor weighs in favor of extending the Exclusive Periods.
Counsel for the Debtors:
Sean M. Beach, Esq.
Ashley E. Jacobs, Esq.
Jared W. Kochenash, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
E-mail: sbeach@ycst.com
ajacobs@ycst.com
jkochenash@ycst.com
- and -
Samuel A. Newman, Esq.
SIDLEY AUSTIN LLP
350 S. Grand Avenue
Los Angeles, CA 9007
Tel: (213) 896-6000
Fax: (213) 896-6600
E-mail: sam.newman@sidley.com
- and -
Charles Persons, Esq.
Jeri Leigh Miller, Esq.
2021 McKinney Avenue, Suite 2000
Dallas, TX 75201
Tel: (214) 981-3300
Fax: (214) 981-3400
E-mail: cpersons@sidley.com
jeri.miller@sidley.com
- and -
Nathan Elner, Esq.
787 Seventh Avenue
New York, New York 10019
Tel: (212) 839-5300
Fax: (212) 839-5599
E-mail: nelner@sidley.com
About ICON Aircraft
ICON Aircraft, Inc., is an aircraft design and manufacturing
company focused on the creation of consumer-friendly, safe, and
technologically advanced aircrafts that make the adventure of
flying more accessible to mainstream consumers. The Company's
flagship production aircraft -- the ICON A5 -- is an
amphibioussport plane. ICON Aircraft was founded in 2006 in
response to the Federal Aviation Administration's ("FAA")
establishment of the light-sport aircraft ("LSA") category and the
sport pilot license ("SPL") class.
ICON Aircraft and three of its affiliates filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Lead Case No.
24-10703, Bank. D. Del.) on April 4, 2024. On the petitions signed
by Thomas M. McCabe as chief restructuring officer, the Debtors
reported $100 million to $500 million in estimated assets and $100
million to $500 million in estimated liabilities.
Hon. Craig T. Goldblatt presides over the cases.
The Debtors tapped Young Conaway Stargatt & Taylor LLP and Sidney
Austin LLP as bankruptcy counsel. Stretto, Inc., is the Debtors'
claims and noticing agent.
IMMACULATA UNIVERSITY: Fitch Affirms 'BB-' IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) of
Immaculata University (Immaculata, the university) and the rating
on $35 million (outstanding par, FYE 2023) of series 2017 Chester
County Health and Educational Facilities Authority (PA) revenue
bonds issued on behalf of Immaculata at 'BB-'.
The Rating Outlook is Stable.
Entity/Debt Rating Prior
----------- ------ -----
Immaculata
University (PA) LT IDR BB- Affirmed BB-
Immaculata
University (PA)
/General Revenues/1 LT LT BB- Affirmed BB-
Immaculata's 'BB-' ratings reflect highly levered, but generally
stable balance sheet metrics. The ratings also consider the
university's high student revenue dependence with a modestly weak
student demand profile in a very competitive southeast Pennsylvania
marketplace and small, but relatively stable, overall enrollment.
The ratings also reflect expectations for sound cash flows,
following just modest fiscal 2023 results, and the university's
active management of interim financial performance.
Despite the Stable Outlook, there is potential for improvement in
the rating over the next few years, based upon the results of
Fitch's forward-looking scenario that incorporates expectations for
future revenues, expenses, capex, and debt, and then layers a
potential investment stress. This stress scenario indicates that if
Immaculata continues to generate sufficient cash flow margins while
managing expense pressures and potential capex needs, leverage will
remain high, but may improve over time to a level more aligned with
a higher rating in the 'BB' category.
SECURITY
The series 2017 bonds are secured by a pledge of unrestricted
revenues and a $2.6 million cash-funded debt service reserve fund.
There is a negative pledge on all other revenues and assets of the
university.
KEY RATING DRIVERS
Revenue Defensibility - bb
Modest Demand in Competitive Market with Small but Stable
Enrollment; Limited Other Revenues
Immaculata exhibits moderate student demand indicators with about
75% acceptance and 20% matriculation rates in fall 2023. The
university operates in the demographically unfavorable and
competitive southeast Pennsylvania market, where the high school
graduate population is declining and there are numerous private and
public options. Despite these challenges, fall 2023's total
headcount was 2,426 and has been relatively stable even throughout
the pandemic, recording a recent high of 2,585 in fall 2020.
Enrollment is expected to remain stable in fall 2024 with at least
356 first-time freshmen and transfer students, well above the
average over the previous five years of 298. The larger fall 2024
first time cohort was achieved even though this year's enrollment
cycle was disrupted due to federal delays in processing financial
aid information to colleges nationwide. Graduate and adult
enrollment makes up a favorable 40% of the overall full-time
equivalent student population of 1,758. These programs are expected
to generate stable enrollment in fall 2024 and at least meet
budgeted numbers.
With a relatively small endowment and a limited track record of
regular fundraising, Immaculata's revenue diversity is quite
limited. Student-generated revenues comprised a concentrated 87% of
total revenues in fiscal 2024 (unaudited), consistent with prior
years except during the pandemic, when pandemic aid altered this
mix.
Operating Risk - bbb
Sufficient Cash Flows Despite Expense Pressures and Potential Capex
Needs
The 'bbb' operating risk assessment reflects expectations for sound
Fitch-calculated cash flow margins generally exceeding 10%
following weaker recent performance that was affected by increased
marketing to nontraditional students and outsourced IT expenses.
Going forward, the university also faces expense pressures
prevalent in the industry including increased insurance premiums
and the effects of new federal overtime pay rules. Immaculata's
financial practices include active management and frequent
forward-looking projections of revenues and expenses throughout the
year, which supports operating performance.
Immaculata has no plans for additional debt and very limited capex
plans after period of high investment, with the capital spending
ratio between fiscal years 2019 and 2023 averaging nearly 100%. The
university completed its largest capital project, the $7 million
Parsons Science Pavilion in fall 2022. The project was fully funded
by donor gifts, indicating some capacity for donor funding for
capital needs. Fitch expects deferred maintenance needs across the
campus to remain high, however, as age of plant at FYE 2023 was
elevated at 25 years.
Financial Profile - bb
Generally Stable but High Leverage with Potential for Improvement
The financial profile assessment of 'bb' reflects Immaculata's high
leverage, with a Fitch-calculated available funds (AF)-to-adjusted
debt of 52% at FYE 2023. AF includes cash, debt service reserves
and investments, less permanently restricted net assets, and
totaled $20.2 million. Adjusted debt of $39.2 million includes
$35.0 million par amount of series 2017 debt outstanding, about
$650,000 in debt-equivalent leases, and unsecured notes payable of
$3.6 million.
Notes payable are primarily interest-only obligations due 2047
issued by Immaculata's affiliated congregation of Catholic sisters,
and carry certain non-financial covenants. Immaculata's leverage
ratio has varied over the past several years as a result of
investment market performance and federal relief funds, but on
average has been consistent with the current 52% in AF-to-adjusted
debt.
In Fitch's forward-looking stress scenario that incorporates
expectations of Immaculata's future revenue, expense, capex, and
debt plans, then adjusts for a potential financial market downturn,
the university maintains leverage ratios consistent with the
current level of around 50%. With moderate revenue growth and
expense controls sufficient to achieve Fitch-calculated cash-flows
in excess of 10%, together with limited internally-funded capex,
Immaculata has potential to achieve better leverage metrics that
would be more representative of a higher rating within the 'BB'
category.
Financial covenants of the series 2017 bonds include the
maintenance of a 1.2x debt service coverage ratio, and a liquidity
covenant to maintain at least $5 million in unrestricted assets.
The university reports meeting all covenants through fiscal 2024.
Asymmetric Additional Risk Considerations
No asymmetric additional risk considerations were applied to the
rating.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Deterioration in student enrollment and/or net student fee
revenues;
- Failure to sustain cash flow margins at levels sufficient meet
debt service coverage requirements under bond documents;
- Deterioration of AF-to-adjusted debt to below 40% due to
internally funded capex beyond current expectations, deficit
operations, market performance, additional debt, or other.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Consistent trend of stable-to-positive enrollment and growth in
student-fee revenues;
- Meaningful diversity of Immaculata's revenue base that reduces
very high reliance on student-generated revenues;
- Sustained improvement in cash flow with margins consistently
exceeding 10% and limited internally-funded capex that leads to
AF-to-adjusted debt ratios around 60% or higher even in a
Fitch-modeled stress scenario.
PROFILE
Immaculata University is a coeducational private institution
founded as the Philadelphia-region's first Catholic women's college
in 1920 by Sisters, Servants of the Immaculate Heart of Mary (the
Congregation). The Congregation remains the sole corporate member
of the university. Eight Congregation members, including the
Congregation's General Superior, serve on Immaculata's current
23-member board, and several clergy members hold faculty or
administrative positions.
Immaculata sits on a 375-acre, largely undeveloped suburban campus
owned by the Congregation in Malvern, PA, about 20 miles west of
Philadelphia. The university owns certain facilities on the
Congregation-owned land including the library, Lettiere Center,
West Campus Apartments, Parson's Science Pavillion, Draper Walsh
Stadium, Alumni Hall, and IHM Student Center.
The university offers undergraduate and graduate degree programs
and adult courses through various modalities. The most common
degrees conferred in 2022-2023 were in nursing and other health
professions, business, and education. Immaculata participates in
NCAA Division III sports.
The university's accreditation with Middle States Commission on
Higher Education (MSCHE) was last affirmed in 2024, with its next
self-study evaluation due in 2032.
Sources of Information
In addition to the sources of information identified in Fitch's
applicable criteria, this action was informed by information from
Lumesis.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
INFOVINE INC: Unsecureds to Get Share of Income for 54 Months
-------------------------------------------------------------
InfoVine, Inc., submitted a Fifth Amended Plan of Reorganization
for Small Business under Subchapter V dated July 31, 2024.
The projections demonstrate that the Debtor will have sufficient
funds to operate its business going forward. The Debtor made the
payments as ordered by the Bankruptcy Court for May and June of
2024.
The projections include payments for "Payroll Salaries and Labor"
and another line item for "Management Payroll." During the process
of restructuring jobs and positions, the persons in categories
changed. So that all parties may have a better understanding of the
total payroll, Exhibit 2 is attached that shows all employees,
positions and payroll.
This Plan of Reorganization proposes to pay Debtor’s creditors
from the cash flow generated in the ordinary course of the Debtor's
business after confirmation.
Class 23 consists of all other non-priority unsecured claims
allowed under Section 502 of the Code. The Debtor believes the
aggregate amount of Class 17 claims is approximately $2.6 million.
InfoVine will pay the projected disposable income for 54 months
following the Effective Date of this Modified Plan to creditors in
this class with allowed claims. InfoVine may pay such amounts
calendar quarterly starting with the first full calendar quarter
after the Effective Date.
Payments will be made on the last day of the calendar quarter after
the Effective Date (March 31, June 30, September 30, and December
31). The monthly accrual amounts are set forth on the Projections
attached hereto and must be paid at the end of each calendar
quarter.
For any creditors that are included in this class, including
creditors listed in Schedule D by the Debtor but with no claim
filed, or for any creditor that may have filed a UCC-1 against the
Debtor but did not file a claim and which the Debtor cannot
identify the Debtor shall be authorized to file a notice that any
financing statement filed by this creditor is terminated as of the
Effective Date. Creditors included in this provision include
Academy Bank, NA, Bank of the West, Connext Financial, TCF,
Huntington National Bank and Wells Fargo Equipment Finance.
The equity holders will retain the interest in the Debtor.
The Debtor will retain the property of the bankruptcy estate. The
Debtor will continue to operate the business and make payments as
set forth in this plan and for operating expenses of the Debtor.
The Debtor will be able to operate its business after approval of
this modified plan with no restrictions except as set forth herein
or under any applicable bankruptcy laws.
A full-text copy of the Fifth Amended Plan dated July 31, 2024 is
available at https://urlcurt.com/u?l=xwhSgl from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Reese W. Baker, Esq.
Baker & Associates
950 Echo Lane, Ste. 300
Houston, TX 770024
Telephone: (713) 869-9200
Facsimile: (713) 869-9100
Email: courtdocs@bakerassociates.net
About InfoVine
Founded in 1999, InfoVine provides direct mail operations for both
for-profit and non-profit organizations.
InfoVine filed a petition for relief under Subchapter V of Chapter
11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-33393) on
Nov. 15, 2022. In the petition filed by Lorena Igesias, as
president and CEO, the Debtor reported assets and liabilities
between $1 million and $10 million.
Judge Jeffrey P. Norman oversees the case.
Brendon D Singh has been appointed as Subchapter V trustee.
The Debtor is represented by Reese W Baker, Esq., at Baker &
Associates.
IVANKOVICH FAMILY: Taps CohnReznick LLP as Financial Advisor
------------------------------------------------------------
Ivankovich Family LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Florida to
employ CohnReznick LLP as its financial advisor.
The firm will render these services:
(a) assist in preparing monthly operating reports as required
by the U.S. Trustee for the District of Delaware;
(b) advise and analyze with respect to all other related
matters to support the sale of the Debtors' assets;
(c) assist the Debtors with information and analysis required
pursuant to their cash collateral and debtor-in-possession (DIP)
financing arrangements;
(d) assist the Debtors in the preparation of financial
statements and other reports as may be required by the court or
under the U.S. Trustee Guidelines;
(e) assist the Debtors in the wind-down of the bankruptcy
estates; and
(f) render other financial advisory services.
The hourly rates of the firm's professionals are as follows:
Partners/Principals $875 - $1,700
Managing Directors/Directors $650 - $1,650
Senior Managers/Managers $545 - $950
Seniors/Associate Staff $385 - $700
Paraprofessionals $245 - $375
In addition, the firm will seek reimbursement for expenses
incurred.
Stuart Neiberg, a partner at CohnReznick, 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:
Stuart Neiberg
CohnReznick, LLP
2401 NW Boca Raton Blvd
Boca Raton, FL 33431
Telephone: (561) 953-1527
About Ivankovich Family LLC
Ivankovich Family LLC and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case
No. 24-15755) on June 10, 2024, listing under $1 million in both
assets and liabilities. Steven Ivankovich and Anthony Ivankovich,
managers, signed the petitions.
Eyal Berger, Esq., at Akerman, LLP serves as the Debtors' counsel.
KALEIDOSCOPE CHARTER SCHOOL: S&P Withdraws 'BB-' Long-Term ICR
--------------------------------------------------------------
S&P Global Ratings withdrew its 'BB-' long-term rating on Otsego,
Minn.'s series 2014A charter school lease revenue bonds, issued for
Kaleidoscope Charter School at the issuer's request. The outlook on
the long-term rating was stable at the time of withdrawal.
KDJJ ENTERPRISES: Gets Approval to Hire J&J Commercial as Broker
----------------------------------------------------------------
KDJJ Enterprises, Inc. received approval from the U.S. Bankruptcy
Court for the District of Arizona to employ J&J Commercial
Properties, Inc. as real estate broker.
The broker will market and sell the Debtor's properties described
as Pinal County Assessor Parcel Number 510-12-018B with common
address of 16540 North Porter Road, Maricopa Arizona 85138-3211;
and Casa Grand Assessor Parcel Nos. 504-14-028K and 504-14-026 with
common addresses of 836-850 West Cottonwood Lane, Casa Grande,
Arizona 85122.
The estate will pay a combined commission equal to 6 percent of the
total sale price of the properties for the brokers to share.
Tyson Breinholt, broker at J&J Commercial Properties Inc., 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 Debtors and their estates.
J&J Commercial may be reached at:
Tyson L. Breinholt
J&J Commercial Properties Inc.
2323 W. University Drive
Temple, AZ 85281
Tel: (480) 966-2301
About KDJJ Enterprises
KDJJ Enterprises, Inc., is categorized under car body repairs and
car body painting.
KDJJ Enterprises filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-06269) on Sept. 8,
2023, with $1 million to $10 million in both assets and
liabilities. David A. Ellis, president, signed the petition.
Judge Scott H. Gan oversees the case.
Patrick Keery, Esq., at Keery McCue, PLLC serves as the Debtor's
bankruptcy counsel.
KING DRIVE: Taps Robert W. Morris & Company as Accountant
---------------------------------------------------------
King Drive Corp. seeks approval from the U.S. Bankruptcy Court for
the Middle District of Pennsylvania to employ Donald J. Logan, CPA,
and Robert W. Morris & Company, P.C., as accountants.
For the preparation of the 2023 federal and state annual tax
returns, the Debtor will be charged by Morris a flat rate of
$1,190.
As disclosed in the court filings, Morris represents no interest
adverse to the Debtor, or to its estate, in any matters for which
Morris is engaged.
The firm can be reached through:
Donald J. Logan, CPA
Robert W. Morris & Company, P.C.
19 East Main St
PO Box 68
New Bloomfield, PA 17068
Telephone: (717) 582-8135
Facsimile: (717) 582-7392
About King Drive Corp.
King Drive Corp. in Harrisburg, PA, filed its voluntary petition
for Chapter 11 protection (Bankr. M.D. Pa. Case No. 23-02044) on
September 8, 2023, listing $1 million to $10 million in assets and
$500,000 to $1 million in liabilities. Richard A. Angino,
president, signed the petition.
Judge Henry W. Van Eck oversees the case.
Cunningham, Chernicoff & Warshawsky PC serves as the Debtor's legal
counsel.
LEARNINGSEL LLC: Case Summary & One Unsecured Creditor
------------------------------------------------------
Debtor: LearningSEL, LLC
1755 North Pebblecreek Parkway, Ste 1136
Goodyear, AZ 85395
Business Description: The Debtor is a provider of Social and
emotional learning training and
professional development services.
Chapter 11 Petition Date: August 23, 2024
Court: United States Bankruptcy Court
District of Arizona
Case No.: 24-07015
Judge: Hon. Paul Sala
Debtor's Counsel: D. Lamar Hawkins, Esq.
GUIDANT LAW, PLC
402 E. Southern Ave
Tempe, AZ 85282
Tel: 602-888-9229
Email: lamar@guidant.law
Total Assets: $703
Total Liabilities: $1,543,051
The petition was signed by Anna-Lisa Mackey as manager.
The Debtor listed Glen Mackey located at 5818 N. 129th Ave.
Litchfield Park, AZ, 85340 as its sole unsecured creditor.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/LNLK5XA/LEARNINGSEL_LLC__azbke-24-07015__0001.0.pdf?mcid=tGE4TAMA
LEGAL RECOVERY: Updates Unsecured Claims Pay Details
----------------------------------------------------
Legal Recovery, LLC, submitted an Amended Plan of Reorganization
for Small Business.
The Debtor's financial projections show that the Debtor will have
projected disposable income of $324,000.00.
This Plan of Reorganization proposes to pay creditors of the Debtor
from income from projected future income from business operation
and rental property, infusion of capital from time-to-time as may
be necessary, and from loan proceeds or sale of assets for balloon
payment as provided under the Plan.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 0.00 cents on the dollar. This Plan also provides
for the payment of administrative and priority claims.
Class 3 consists of Nonpriority unsecured creditors. This Class
will be paid 0.00. Class 3 Unsecured Claims include the Internal
Revenue Service ($9,060.00); Franchise Tax Board ($52.00); Charles
Li ($3000000); and Martin Eng ($3000000). This Class is impaired.
Projected income from business operation will fund the monthly
payments due under the Plan.
Capital injection by members of debtor company, will pay for all
payments due on effective date of Plan. Additional capital
injection will be made from time to time as necessary to cover any
and all shortfalls between income and monthly payments due under
the Plan.
Balloon payment to secured creditor VRMTG Asset Trust, due on the
36 months after the effective date of the Plan, will be by
refinancing or sale of the secured property.
A full-text copy of the Amended Plan dated July 31, 2024 is
available at https://urlcurt.com/u?l=eZR2XB from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Leeds Disston, Esq.
The Law Offices of Leeds Disston
300 Frank H. Ogawa Plz, Ste 205
Oakland, CA 94612-2060
Tel: (510) 835-8110
Email: casdiss@yahoo.com
About Legal Recovery LLC
Legal Recovery LLC is engaged in activities related to real
estate.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Calif. Case No. 24-30074) on February
6, 2024, with $1 million to $10 million in assets and liabilities.
Demas Yan, manager, signed the petition.
Judge Dennis Montali oversees the case.
Leeds Disston, Esq., represents the Debtor as legal counsel.
LIFE TIME: Fitch Hikes LongTerm IDR to 'BB-', Outlook Stable
------------------------------------------------------------
Fitch Ratings has upgraded the Long-Term (LT) Issuer Default
Ratings (IDR) of Life Time Group Holdings, Inc. and Life Time Inc.
(collectively, LTH or Life Time) to 'BB-' from 'B+'. Fitch has also
affirmed the senior secured LT ratings of Life Time, Inc. at
'BB+'/'RR1' and upgraded the senior unsecured LT ratings to
'BB-'/'RR4' from 'B+'/'RR4'. The Rating Outlook is Stable.
The upgrade is due to the issuer significantly exceeding Fitch's
expectations and accelerating its debt reduction to meet its
positive sensitivity threshold at the time of this review. Although
the issuer is just above Fitch's positive sensitivity threshold,
Fitch is confident in the issuer's ongoing debt reduction and other
operating fundamentals, such as cash generation, which align with
those of 'BB'-category issuers.
The ratings and Outlook reflect Life Time Group Holdings, Inc.'s
strong market position, financial flexibility, and robust cash
generation before growth capex, offset by its aggressive growth
strategy, low customer switching costs, and inherent cyclical risk
in the sector. Life Time has scaled and improved profitability
through increased service offerings, price increases, cost
efficiencies, and new openings in affluent areas. Fitch believes
Life Time's exposure to high-income markets and its unique suite of
services offer it some protection from macroeconomic headwinds
relative to other fitness center operators in the space.
Key Rating Drivers
Rapid Deleveraging: Life Time's leverage profile has stabilized
from pandemic levels and continues to decline, with EBITDAR
leverage improving to 5.1x in FY 2023 from 7.2x in 2022. Pro forma
for the debt reduction associated with the equity offering, Fitch
calculates EBITDAR leverage just above its positive sensitivity
threshold of 4.5x. Fitch forecasts EBITDAR leverage decreasing to
4.4x by FYE 2024 and 4.2x in 2025 due to significant revenue growth
and slight EBITDA margin expansion.
Thereafter, Fitch estimates EBITDAR leverage will remain in the
4.0x-4.5x range. The deleveraging is primarily driven by revenue
growth with sustained margins in addition to meaningful debt
paydown. Management targets net EBITDA leverage of 2.5x. Fitch
forecasts net leverage will decline below this target by 2025.
Strong Center Economics: LTH has succeeded in attracting an
affluent customer base to its centers resulting in high spending at
its locations on services and relatively inelastic price
sensitivity. As of May 2024, LTH members had a median household
income of $157,000, 1.6x higher than their respective trade area.
As of Dec. 31, 2023, 80% of members owned a home and approximately
58% were part of couples or family memberships, which typically
engage more with its centers. The average member visits their club
12 times a month, driving additional revenue opportunities.
Location services that provide additional revenue include personal
training, café, spa, aquatics, racquet sports, kids camp, and
chiropractic services.
Additionally, price increases have proven inelastic, and clubs
continue to see high demand, including some with waitlists. LTH has
some capacity to increase revenues through member churn as average
member dues are at $184 per month and average new joining member
rates are $215 per month, representing a $19 million annual revenue
opportunity.
Sale-Lease backs Gaining Momentum: After a slowdown in
sale-leaseback (SLB) executions due to the rising rate environment,
LTH has executed on several large SLB transactions grossing $130
million year to date and guided to another $40 million-$65 million
to close in the third quarter. LTH's execution of its asset-light
real estate strategy with SLBs has enabled it to expedite growth
and increase its center footprint. Since 2015, when the issuer
owned most of their properties, LTH has opened 38 centers with net
invested capital (after SLBs) of $627 million, increasing its
portfolio to 172 total centers. As of December 2023, approximately
66% of LTH centers were leased including approximately 88% (33) of
new centers opened since 2015.
SLBs decrease financial flexibility at the center level by
introducing a sizeable rent expense and increase the potential
volatility of profits in the event of a downturn; however, Fitch
expects center economics to remain strong as the issuer continues
to increase center efficiencies to drive revenue growth. Fitch also
capitalizes higher rental costs using an 8x rent multiple to
account for this increased risk.
Asset-light opportunities: LTH has been able to expand to new
markets where property values were a deterrent in the past through
its asset-light strategy. LTH's reputation as a reliable tenant
relative to other fitness operators results in favorable lease
terms often spanning over 25 years. LTH being perceived as an
"anchor tenant" has also gained traction with the issuer being
pursued to replace previously stressed big-box fashion chains or
theaters.
Improved Profitability: Fitch forecasts EBITDA margins improving
from 15% in 2022 to 25% in 2024. Center operation margins have
improved, driven by increased membership spend at existing
facilities with fixed costs and reduced labor pressures. In G&A,
Life Time has made substantial cuts to labor in sales and other
middle-management roles. Management noted that sales has
transitioned to a lower-cost concierge model, as most of its new
memberships are done online.
Cyclical Industry: The Gym, Health & Fitness Clubs industry is
highly cyclical. Fitch believes Life Time's affluent member pool
and high membership utilization offer some protection from cyclical
factors; however, recognizes that there remains the inevitable risk
of membership fluctuations in the event of a recession. While Life
Time's month to month membership plans are attractive for new and
seasonal joiners, they also leave the issuer exposed to sharp
membership declines in the event of an economic shock.
In the current economic environment, premium operators are expected
to face difficulties as consumer spending slows down, resulting in
reduced spending over time. While Life Time's business model has
proven resilient to these factors thus far, evidenced by their
recent earnings results, they will have to continue to offer unique
services (swimming pools, pickleball, etc.) and position themselves
as the choice operator amongst affluent gym clients.
Derivation Summary
The fitness industry credit risk profile is typically in the single
'B' to 'CCC' category across various operators, reflecting the high
risk inherent in the sector and for many issuers, lingering effects
of post-pandemic trends. This range is influenced by a common set
of industry challenges including membership attrition, cyclicality,
and the necessity to optimize club and studio portfolios. Moreover,
characteristics such as volatile earnings and aggressive growth
ambitions are prevalent among these companies. Negative FCFs and
high leverage are also common.
These factors contribute to most credit ratings being speculative,
with each entity's position largely dependent on its unique
business model, market segment focus, and financial resilience.
Fitch sees potential for higher ratings in the 'BB' category if a
scaled operator exhibits strong FCFs and a relatively conservative
financial policy.
Among premium fitness operators, Life Time holds a 'BB-' rating. It
benefits from its large scale, diversified offerings, and stable
cash flow, supported by a wealthy customer base with low price
sensitivity. Deuce Midco Limited, operating as David Lloyd Leisure
(DLL), runs health clubs in the Republic of Ireland and mainland
Europe. Fitch rates DLL at 'B'. The IDR reflects its high EBITDAR
leverage above 6.5x and neutral to positive cash generation. DLL
operates 132 clubs compared to LTH's 175. An unrated peer in the
space is Equinox. Equinox is similar to LTH in its premium price
point and services but primarily operates in metro areas,
attracting wealthier individuals as opposed to families.
Budget gym operators tend to expand geographically more
aggressively than premium operators. This is driven by a larger
target demographic, a cost-effective model due to fewer services,
and easier replication. This aggressive expansion typically results
in leverage more consistent with 'CCC+' and 'B-'. Budget operators
within the budget segment, such as Planet Fitness, Pure Gym, and
Crunch franchisees, have a range of ratings reflecting their
varying scales, business models, and financial policies. Pinnacle
Bidco plc (Pure Gym; B-) benefits from its scale, value-focused
model, and high EBITDAR margins (due to low services), enhancing
its credit standing despite a high-leverage growth strategy. Other
franchisees typically fall within the 'CCC+' to 'B' rating range,
constrained by limited scale and often high leverage.
Franchisors, such as Planet Fitness Inc., likely benefit from
greater diversification and scale, lower operating leverage due to
less exposure to leases, and more predictable revenue streams from
their franchise model. This model provides a steady flow of
franchise fees and reduces the variability associated with direct
operations, positioning the franchisor favorably within the budget
fitness segment.
Boutique operators such as SoulCycle and Orange Theory have been
particularly impacted by the shift toward at-home fitness trends,
exemplified by the rise of Peloton. This model's reliance on
studio-based attendance and narrow offerings faces threats from new
fads and workout trends (e.g., CrossFit), the growing consumer
preference for convenience, and the integration of technology into
home workouts. Despite strong brand recognition and a dedicated
following, these industry shifts necessitate strategic adjustments
to maintain competitive edge and navigate the post-pandemic fitness
landscape.
Key Assumptions
- Revenue growth of 17% in 2024, 11% in 2025, and high-single
digits 2026 and 2027. Near-term growth is strong due to robust
average center revenue per center membership growth and continued
maturation of new centers. Growth slows as centers mature and
increases in membership dues slow due to increased price
sensitivity of members;
- Fitch assumes 10 new centers in 2024, 11 in 2025, and increasing
marginally thereafter. Fitch assumes seven to eight SLBs annually
recouping ~$40 million per transaction with the remaining builds
financed with cash. Fitch assumes less SLBs than new ground up
builds as the issuer remains prudent with SLB opportunities;
- EBITDA margins remain stable at ~25% throughout the forecast as
operating leverage efficiencies in SG&A are offset by higher lease
expense as issuer continues asset-light expansion;
- CFO margin remains at approximately 20%-22% throughout the
forecast. CFO less maintenance capex remains at about 14%-15%
throughout the forecast;
- Capital intensity remains in the 28%-31% range throughout the
forecast;
- Negative FCF (pre SLBs) throughout the forecast as issuer remains
aggressive in spending on growth. FCFs are neutral to positive net
of SLBs throughout the forecast and remain between 14%-15% of
revenue before growth capex;
- EBITDAR leverage declines to 4.4x in 2024 and steadily declines
to 4.0x by 2027. Concurrently, EBITDA leverage declines to 2.7x in
2024 and 1.9x by 2027;
- Fitch assumes Life Time recoups ~$124 million from the share
offering using the majority of the proceeds to prepay debt;
- Fitch assumes successful refinancing of all 2026 maturities at
market rates. Base interest rates applicable to the company's
outstanding variable-rate debt obligations reflects current Secured
Overnight Financing Rate forward curve.
Recovery Analysis
Fitch does not employ a bespoke analysis in recovery ratings at the
'BB-' to 'BB+' IDRs. Life Time's senior secured bank facility and
senior secured notes are considered Category 1 first lien debt. As
such, the senior secured debt is rated 'BB+'/'RR1', two notches
above the IDR. The unsecured notes are rated 'BB-'/'RR4', the same
as the IDR.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- EBITDAR leverage sustaining below 4.0x;
- Robust FCF generation excluding sale leasebacks;
- Successful execution of growth strategy resulting in increased
scale and revenue diversification.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDAR leverage sustaining above 4.5;
- EBITDAR Fixed Charge Coverage declining below 2.0x;
- Asset quality decline evidenced by same center volume or margin
deterioration.
Liquidity and Debt Structure
Liquidity Robust: As of June 30, 2024, Life Time had $35 million in
cash and $379 million available on its revolving credit facility.
The company's CFO margin was approximately 21% in 2023, and Fitch
expects it to remain between 20% and 22% throughout the forecast
period. Although the majority of this cash generation is allocated
towards growth capex, the issuer has the flexibility to pay down
debt when necessary. FCF before growth capex remains consistently
positive, except during the pandemic-affected years. Additionally,
the issuer holds a substantial real estate portfolio with a net
secured collateral coverage ratio of 1.5x.
Maturities Concentrated in 2026: Life Time has $1.7 billion in debt
maturing in 2026, including its $310 million secured term loan,
$925 million secured bonds, and $475 million in unsecured bonds.
The issuer has been able to access the capital markets while under
stress from the pandemic and is in a significantly stronger
financial position today. Management has publicly expressed
confidence in their ability to refinance and aim to reduce their
overall cost of debt.
Issuer Profile
Life Time Group Holdings, Inc. owns and operates luxury fitness
centers in the U.S. and Canada, specifically in affluent markets.
As of June 30, 2024, Life Time operated 175 fitness centers in 31
states and one Canadian province and served over 1.5 million
individual members comprised of more than 879,000 memberships, as
of June 30, 2024.
Life Time (LTH) completed an IPO on the NYSE in October 2021.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Life Time, Inc. LT IDR BB- Upgrade B+
senior unsecured LT BB- Upgrade RR4 B+
senior secured LT BB+ Affirmed RR1 BB+
Life Time Group
Holdings, Inc. LT IDR BB- Upgrade B+
LUMEN TECHNOLOGIES: Moody's Hikes CFR to 'Caa1', Outlook Positive
-----------------------------------------------------------------
Moody's Ratings upgraded Lumen Technologies, Inc.'s corporate
family rating to Caa1 from Caa2 and probability of default rating
to Caa1-PD from Caa2-PD. In addition, Moody's upgraded (i) Level 3
Financing, Inc.'s (Level 3) senior secured bank credit facilities
and backed senior secured notes to B2 from B3, and Level 3's backed
2nd lien senior secured notes and backed senior unsecured notes
rating to Caa1 from Caa2, (ii) Lumen's first out super priority
senior secured revolving credit facility to Caa1 from Caa2, Lumen's
backed senior secured second out super priority revolving credit
facility and secured bank credit facilities to Caa2 from Caa3, its
backed senior secured notes to Caa2 from Caa3, and its senior
unsecured notes ratings to Caa3 from Ca. In addition, Moody's
affirmed the Caa3 rating on Qwest Corporation's (Qwest) senior
unsecured notes. Lumen's speculative grade liquidity rating (SGL)
remains at SGL-1 reflecting very good liquidity. The outlooks for
Lumen, Level 3 and Qwest were changed to positive from stable.
The upgrade of the CFR to Caa1 from Caa2 follows the announcement
on August 5, 2024 that Lumen secured $5 billion in new orders to
provide fiber capacity and network management to large customers
(including Microsoft Corporation), which will materially strengthen
the company's near term free cash flow generation and liquidity.
According to management, these contracts were structured with
upfront payments to be received between 2024 and 2026. As a
result, Moody's expect Lumen to generate more than a $1 billion in
free cash flows over the same period, which will enhance the
company's short term financial flexibility.
The positive outlook reflects Moody's expectation that Lumen will
generate improving free cash flow in 2024 and 2025 despite
increasing capital expenditures to expand its footprint and
maintain very good liquidity, and declining revenue and EBITDA
trends. The positive outlook also reflects the potential for Lumen
to secure additional orders for fiber capacity as demand for
network infrastructure grows to meet AI driven demand.
RATING RATIONALE
Lumen's Caa1 CFR reflects execution risks associated with the
company's elevated capex program, uncertainty around the pace of
recovery in the company's earnings, and increasing leverage. In
addition, Moody's opinion considers the highly competitive industry
Lumen operates in, limited pricing power and continued customer
churn, particularly in its mass market division. To offset these
competitive challenges, Lumen is aggressively reinvesting in its
business to (i) deliver compelling value add solutions such as
network-as-a-service for its enterprise customers, (ii) deploy
additional fiber strands to meet growing demand from large
corporations looking to secure future fiber capacity, and (iii)
provide faster broadband speeds for its Mass Markets subscribers.
As a result, for the next two years Moody's expect debt-to-EBITDA
(inclusive of Moody's adjustments) to remain elevated at over 5x,
with the potential for improvement in 2026. Lumen's ability to
generate solid returns on its recently announced and future orders
over the coming years will be important drivers of the credit
profile.
The SGL-1 speculative grade liquidity rating reflects Moody's
expectation that Lumen will have very good liquidity over the next
year, supported by $1.495 billion in cash as of June 30, 2024,
about $739 million in availability (net of letter of credits) under
the company's $950 million senior secured revolving credit facility
expiring 2028, and Moody's expectation of around $1 billion of free
cash flow in 2024 and 2025.
Lumen's corporate structure includes two layers of debt
(secured/unsecured) at the holding company and two main operating
company credit pools Qwest and Level 3 Parent, LLC with multiple
classes of debt within each.
At the Lumen holding company level, Moody's rate the company's
first out super priority revolving credit facility Caa1, one notch
above the Caa2 rating on Lumen's other senior secured debt,
reflecting its payment priority at default to all outstanding
second out super priority secured debt at the Lumen level, and the
additional collateral it receives from Level 3 through a first lien
senior secured guarantee of $150 million first out super priority
debt. The Caa2 rating assigned to the second out super priority
revolving credit facility, is in line with Lumen's other senior
secured debt due to its subordination to the first out super
priority revolving credit facility and its pari passu position in
right of payment with the senior secured debt at the Lumen level.
While the second out super priority revolving credit facility
enjoys first lien senior secured guarantee from Level 3 on $150
million of second out super priority debt (similar to the first out
revolver), the guarantee alone does not provide sufficient
differentiation from the rest of the senior secured debt at Lumen
to merit an upward lift. Further, Moody's rate Lumen's senior
secured credit facilities (term loans) and senior secured notes
Caa2. The Caa2 rating reflects their senior position to Lumen's
unsecured debt given they have a stock pledge in material
subsidiaries and subordination to the first out super priority
revolver and the debt at Level 3 and Qwest. The Caa3 senior
unsecured rating reflects its junior position in the capital
structure at the holding company level as well as at Level 3 and
Qwest.
At Level 3 Financing, Inc., Moody's rate Level 3's senior secured
credit facilities and senior secured notes (first lien) B2, two
notches above the CFR, reflecting their structural seniority to
Level 3's senior secured (second lien) and senior unsecured notes
rated Caa1, and all the debt at Lumen (except to the extent of the
guarantees of the super priority revolving credit facilities at
Lumen).
At Qwest Corporation, Moody's rate Qwest's senior unsecured notes
Caa3, two notches below the CFR, and one notch below the Lumen's
senior secured bank facilities (excluding the first out super
priority revolving credit facility) and senior secured notes. The
rating reflects the unsecured guarantee the Lumen secured debt
enjoys from Qwest Corporation.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Lumen's order book materially
increases and its operating performance improves, the company
achieves predictable and material free cash flow generation that
helps address the sustainability of its capital structure, and the
company maintains very good liquidity.
The ratings could be downgraded if the company's liquidity
position, operating performance or ability to service its debt
deteriorates, the company suffers a material decline / cancellation
in the recent $5 billion order book or demand for fiber capacity
materially stalls, or Moody's view on the likelihood of a default
increases.
Headquartered in Monroe, Louisiana, Lumen Technologies, Inc., is an
integrated communications company that provides an array of
communications services to large enterprise, mid-market enterprise,
government and wholesale customers in its larger Business segment.
The company's smaller Mass Markets segment primarily provides
broadband services to its residential and small business customer
base.
The principal methodology used in these ratings was
Telecommunications Service Providers published in November 2023.
LUMEN TECHNOLOGIES: Moody's Ups CFR to Caa1 & Alters Outlook to Pos
-------------------------------------------------------------------
Moody's Ratings upgraded Lumen Technologies, Inc.'s (Lumen)
corporate family rating to Caa1 from Caa2 and probability of
default rating to Caa1-PD from Caa2-PD. In addition, Moody's
upgraded (i) Level 3 Financing, Inc.'s (Level 3) senior secured
bank credit facilities and backed senior secured notes to B2 from
B3, and Level 3's backed 2nd lien senior secured notes and backed
senior unsecured notes rating to Caa1 from Caa2, (ii) Lumen's first
out super priority senior secured revolving credit facility to Caa1
from Caa2, Lumen's backed senior secured second out super priority
revolving credit facility and secured bank credit facilities to
Caa2 from Caa3, its backed senior secured notes to Caa2 from Caa3,
and its senior unsecured notes ratings to Caa3 from Ca. In
addition, Moody's affirmed the Caa3 rating on Qwest Corporation's
(Qwest) senior unsecured notes. Lumen's speculative grade liquidity
rating (SGL) remains at SGL-1 reflecting very good liquidity. The
outlooks for Lumen, Level 3 and Qwest were changed to positive from
stable.
The upgrade of the CFR to Caa1 from Caa2 follows the announcement
on August 5, 2024 that Lumen secured $5 billion in new orders to
provide fiber capacity and network management to large customers
(including Microsoft Corporation), which will materially strengthen
the company's near term free cash flow generation and liquidity.
According to management, these contracts were structured with
upfront payments to be received between 2024 and 2026. As a
result, Moody's expect Lumen to generate more than a $1 billion in
free cash flows over the same period, which will enhance the
company's short term financial flexibility.
The positive outlook reflects Moody's expectation that Lumen will
generate improving free cash flow in 2024 and 2025 despite
increasing capital expenditures to expand its footprint and
maintain very good liquidity, and declining revenue and EBITDA
trends. The positive outlook also reflects the potential for Lumen
to secure additional orders for fiber capacity as demand for
network infrastructure grows to meet AI driven demand.
RATING RATIONALE
Lumen's Caa1 CFR reflects execution risks associated with the
company's elevated capex program, uncertainty around the pace of
recovery in the company's earnings, and increasing leverage. In
addition, Moody's opinion considers the highly competitive industry
Lumen operates in, limited pricing power and continued customer
churn, particularly in its mass market division. To offset these
competitive challenges, Lumen is aggressively reinvesting in its
business to (i) deliver compelling value add solutions such as
network-as-a-service for its enterprise customers, (ii) deploy
additional fiber strands to meet growing demand from large
corporations looking to secure future fiber capacity, and (iii)
provide faster broadband speeds for its Mass Markets subscribers.
As a result, for the next two years Moody's expect debt-to-EBITDA
(inclusive of Moody's adjustments) to remain elevated at over 5x,
with the potential for improvement in 2026. Lumen's ability to
generate solid returns on its recently announced and future orders
over the coming years will be important drivers of the credit
profile.
The SGL-1 speculative grade liquidity rating reflects Moody's
expectation that Lumen will have very good liquidity over the next
year, supported by $1.495 billion in cash as of June 30, 2024,
about $739 million in availability (net of letter of credits) under
the company's $950 million senior secured revolving credit facility
expiring 2028, and Moody's expectation of around $1 billion of free
cash flow in 2024 and 2025.
Lumen's corporate structure includes two layers of debt
(secured/unsecured) at the holding company and two main operating
company credit pools Qwest and Level 3 Parent, LLC with multiple
classes of debt within each.
At the Lumen holding company level, Moody's rate the company's
first out super priority revolving credit facility Caa1, one notch
above the Caa2 rating on Lumen's other senior secured debt,
reflecting its payment priority at default to all outstanding
second out super priority secured debt at the Lumen level, and the
additional collateral it receives from Level 3 through a first lien
senior secured guarantee of $150 million first out super priority
debt. The Caa2 rating assigned to the second out super priority
revolving credit facility, is in line with Lumen's other senior
secured debt due to its subordination to the first out super
priority revolving credit facility and its pari passu position in
right of payment with the senior secured debt at the Lumen level.
While the second out super priority revolving credit facility
enjoys first lien senior secured guarantee from Level 3 on $150
million of second out super priority debt (similar to the first out
revolver), the guarantee alone does not provide sufficient
differentiation from the rest of the senior secured debt at Lumen
to merit an upward lift. Further, Moody's rate Lumen's senior
secured credit facilities (term loans) and senior secured notes
Caa2. The Caa2 rating reflects their senior position to Lumen's
unsecured debt given they have a stock pledge in material
subsidiaries and subordination to the first out super priority
revolver and the debt at Level 3 and Qwest. The Caa3 senior
unsecured rating reflects its junior position in the capital
structure at the holding company level as well as at Level 3 and
Qwest.
At Level 3 Financing, Inc., Moody's rate Level 3's senior secured
credit facilities and senior secured notes (first lien) B2, two
notches above the CFR, reflecting their structural seniority to
Level 3's senior secured (second lien) and senior unsecured notes
rated Caa1, and all the debt at Lumen (except to the extent of the
guarantees of the super priority revolving credit facilities at
Lumen).
At Qwest Corporation, Moody's rate Qwest's senior unsecured notes
Caa3, two notches below the CFR, and one notch below the Lumen's
senior secured bank facilities (excluding the first out super
priority revolving credit facility) and senior secured notes. The
rating reflects the unsecured guarantee the Lumen secured debt
enjoys from Qwest Corporation.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Lumen's order book materially
increases and its operating performance improves, the company
achieves predictable and material free cash flow generation that
helps address the sustainability of its capital structure, and the
company maintains very good liquidity.
The ratings could be downgraded if the company's liquidity
position, operating performance or ability to service its debt
deteriorates, the company suffers a material decline / cancellation
in the recent $5 billion order book or demand for fiber capacity
materially stalls, or Moody's view on the likelihood of a default
increases.
Headquartered in Monroe, Louisiana, Lumen Technologies, Inc., is an
integrated communications company that provides an array of
communications services to large enterprise, mid-market enterprise,
government and wholesale customers in its larger Business segment.
The company's smaller Mass Markets segment primarily provides
broadband services to its residential and small business customer
base.
The principal methodology used in these ratings was
Telecommunications Service Providers published in November 2023.
MADDEN CORPORATION: Arturo Cisneros Named Subchapter V Trustee
--------------------------------------------------------------
The U.S. Trustee for Region 16 appointed Arturo Cisneros as
Subchapter V trustee for Madden Corporation.
Mr. Cisneros will be paid an hourly fee of $600 for his services as
Subchapter V trustee while the trustee administrator will be
compensated at $200 per hour. In addition, the Subchapter V trustee
will receive reimbursement for work-related expenses incurred.
Mr. Cisneros declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Arturo Cisneros
3403 Tenth Street, Suite 714
Riverside, CA 92501
Phone: (951) 682-9705/(951) 682-9707
Email: Arturo@mclaw.org
About Madden Corporation
Madden Corporation has been providing same day document and package
delivery services via ground and air transportation for many of the
largest and most respected businesses in the nation. Madden is a
diversified logistics company with an equal emphasis on providing
special messenger, trucking, warehousing and fulfillment, and
attorney support services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-12028) on August
14, 2024, with $1 million to $10 million in both assets and
liabilities. Donald Madden, chief executive officer, signed the
petition.
Judge Theodor Albert presides over the case.
Robert S. Marticello, Esq., at Raines Feldman Littrell, LLP
represents the Debtor as legal counsel.
MADDIEBRIT PRODUCTS: Seeks to Hire Hahn Fife & Co as Accountant
---------------------------------------------------------------
Maddiebrit Products, LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ Hahn Fife &
Co, LLP as financial advisor and accountant.
The firm will provide financial advisory and accounting services to
the bankruptcy estate that include assistance with the preparation
of Monthly Operating Reports, assistance with the preparation of
cash flows and projections, a liquidation analysis, assistance in
the formulation, preparation and confirmation of a Plan of
Reorganization, review of financial documents, preparation of
amended tax returns and any other duties necessary or appropriate.
The firm will be paid at these rates:
Partner $510 per hour
Staff $80 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Donald T. Fife, a partner at Hahn Fife & Company, LLC, disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Donald T. Fife, CPA
Hahn Fife & Company, LLP
1055 East Colorado Blvd., 5th Floor
Pasadena CA 91106
Telephone: (626) 792-0855
About Maddiebrit Products
Maddiebrit Products, LLC offers eco-friendly cleaning products that
provide healthier, effective, and safer alternatives to
conventional home cleaning products.
Maddiebrit Products filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
24-10682) on July 18, 2024. In the petition signed by Michael
Edell, chief executive officer, the Debtor disclosed up to $10
million in both assets and liabilities.
Judge Ronald A. Clifford, III oversees the case.
Craig Margulies, Esq., at Margulies Faith, LLP serves as the
Debtor's counsel.
MAY NEWARK: Secured Party Sets Sept. 24 Auction
-----------------------------------------------
In accordance with applicable provisions of the Uniform Commercial
Code as enacted in New York, by virtue of certain Events of Default
under that certain Amended and Restated Ownership Interests Pledge
and Security Agreement dated as of Oct. 13, 2022 ("pledged
agreement"), executed and delivered by May Newark Owner LLC
("pledgor") and in accordance with it rights as holder of the
security, Elizabeth Goldsborough LLC ("secured party"), by virtue
of possession of that certain share certificate held in accordance
with Article 8 of the Uniform Commercial Code of the State of New
York ("code"), and by virtue of that certain UCC-1 filing statement
made favor of the Secured Party, all accordance with Article 9 of
the Code, Secured Party will offer for sale at public auction (i)
all of pledgor's right, title and interest in and to the following:
May Newark Urban Renewal LLC ("pledged entity"), and (ii) certain
related rights and property relating thereto.
Secured Party's understanding is that the principal asset of the
pledged entity is the premises located (i) 1155-1157 McCarter
Highway & 422 Broad Street, New York, NJ 07102, (ii) 2-28 Division
Street, Newark, NJ 07102, (iii) 30-42 Division Street, Newark, NJ
07102, (iv) 44-56 Division Street, Newark, NJ 07104, (v) 5-55
Division Street, Newark, NJ 07102, and (vi) 450-466 Broad Street
Rear, Newark, NJ 07102 ("property").
Mannion Auctions LLC, under the direction of Matthew D. Mannion or
William Mannion, will conduct a public sale consisting of the
collateral via online bidding on Sept. 24, 2024, at 1:15 p.m. in
satisfaction of indebtedness in the approximate amount of
$13,602,777.32 including principal, interest on principal, and
reasonable fees and costs, plus default interests through Sept. 24,
2024, subject to open charges an d all additional costs, fees and
disbursements permitted by law.
Secured party reserves the right to credit bid. Online bidding
will be made available via Zoom meeting: Meeting Link:
https://bit.ly/MayNmrkUCC. Meeting ID: 853 9329 1917. Passcode:
753682. One Tap Mobile: +16469313860,,85393291917#,,,,*753682# US
Dial by your location: +1 646 931 3850 US.
Interested parties who intend to bid on the collateral must contact
Brett Rosenberg at Jones Lang LaSalle Americas, 330 Madison Avenue,
New York, NY 10017, (212) 812-5926, Brett.Rosenberg@jll.com, to
receive the terms and conditions of sale and bidding instructions
by Sept. 20, 2024 by 4:00 p.m.
MBMK PROPERTY: Taps Wheeler Diulio & Barnabei as Special Counsel
----------------------------------------------------------------
MBMK Property Holdings LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to employ Wheeler
Diulio, & Barnabei, P.C. as special counsel.
The firm will represent the Debtor in future litigation against
Nationwide Mutual Insurance Company.
As disclosed in the court filings, Wheeler Diulio, & Barnabei does
not hold or represent an interest adverse to the Estate and are
disinterested.
The firm can be reached through:
Frank Hosking, Esq.
Wheeler Diulio, & Barnabei, P.C.
1650 Arch St #2200
Philadelphia, PA 19103
Telephone: (215) 971-1000
Facsimile: (215) 568-2901
E-mail: fhosking@wdblegal.com
About MBMK Property Holdings
MBMK Property Holdings LLC is a limited liability company in
Pennsylvania. MBMK Property Holdings LLC filed a petition for
relief under Subchapter V of Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Pa. Case No. 22-13121) on Nov. 21, 2022. In the
petition filed by Mohsin Khawaja, as secretary and member, the
Debtor reported assets and liabilities between $1 million and $10
million each.
MBMK Property Holdings, LLC previously filed for bankruptcy (Bankr.
E.D. Pa. Case No. 21-10332) on Feb. 10, 2021. At the behest of the
United States Trustee, the case was dismissed by the Hon. Magdeline
D. Coleman on Jan. 25, 2022.
Judge Coleman presides over the 2022 case.
In the 2022 case, the Debtor is represented by Robert B. Eyre, Esq.
at the Law Offices of Foehl & Eyre, PC.
METRO AIR: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Metro Air Services, Inc.
800 Airpark Commerce Drive, Suite 805
Nashville, TN 37217
Business Description: The Debtor is a freight forwarding service
in Nashville, Tennessee.
Chapter 11 Petition Date: August 23, 2024
Court: United States Bankruptcy Court
Middle District of Tennessee
Case No.: 24-03237
Judge: Hon. Randal S Mashburn
Debtor's Counsel: Henry E. ("Ned") Hildebrand, IV, Esq.
DUNHAM HILDEBRAND PAYNE WALDRON, PLLC
9020 Overlook Blvd., Ste 316
Brentwood, TN 37027
Tel: (615) 933-5851
Fax: (615) 777-3765
Email: ned@dhnashville.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by April Schneider as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/HCTOPGY/Metro_Air_Services_Inc__tnmbke-24-03237__0001.0.pdf?mcid=tGE4TAMA
MIGHTY-O CORP: Seeks to Hire James E. Dickmeyer as Legal Counsel
----------------------------------------------------------------
Mighty-O Corp. seeks approval from the U.S. Bankruptcy Court for
the Western District of Washington to hire James E. Dickmeyer, PC
as counsel.
The Debtor requires legal counsel to give advice concerning the
administration of its bankruptcy estate; prepare a Chapter 11
reorganization plan and assist in the performance of its duties and
obligations under the Bankruptcy Code.
The services will be provided by the firm's attorney, James
Dickmeyer, Esq., who will be paid at the rate of $400 per hour. The
attorney will receive reimbursement for out-of-pocket expenses
incurred.
As disclosed in court filings, the firm is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
James E. Dickmeyer, Esq.
Law Office of James E. Dickmeyer, P.C.
520 Kirkland Way Suite 400
Kirkland, WA 98083-2623
Tel: (425) 889-2324
Email: jim@jdlaw.net
About Mighty-O Corp.
Mighty-O Corp. sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Wa. Case No. 24-11738) on July 14,
2024, listing $100,001 to $500,000 in assets and $500,001 to $1
million in liabilities. James E. Dickmeyer, Esq. at James E.
Dickmeyer, PC represents the Debtor as counsel.
MOUNTAIN SPORTS: Comm. Taps Emerald Capital as Financial Advisor
----------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Mountain Sports, LLC and its affiliates seeks
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Emerald Capital Advisors as its financial
advisor and investment banker.
The firm will render these services:
a) review and analyze the Company's operations, financial
condition, business plan, strategy, and operating forecasts;
b) assist in the determination of an appropriate capital
structure for the Company;
c) advise the Committee as it assesses the Debtors' executory
contracts including assume versus reject considerations;
d) assist and advise the Committee in connection with its
identification, development, and implementation of strategies
related to the potential recoveries for the unsecured creditors as
it relates to the Debtors' Chapter 11 plan;
e) assist the Committee in understanding the business and
financial impact of various restructuring alternatives of the
Debtors;
f) assist the Committee in its analysis of the Debtors'
financial restructuring process, including its review of the
Debtors' development of plans of reorganization and related
disclosure statements;
g) assist the Committee in evaluating, structuring and
negotiating the terms and conditions of any proposed transaction,
including the value of the securities, if any, that may be issued
to thereunder;
h) assist in the evaluation of any asset sale process,
including the identification of potential buyers;
i) assist in evaluating the terms, conditions, and impact of
any proposed asset sale transactions;
j) assist the Committee in evaluating any proposed merger,
divestiture, joint venture, or investment transaction;
k) assist the Committee to value the consideration offered by
the Debtors to unsecured creditors in connection with the sale of
the Debtors' assets or a restructuring;
l) provide testimony, as necessary, in any proceeding before
the Bankruptcy Court; and
m) provide the Committee with other appropriate general
restructuring advice.
Emerald Capital Advisors will be paid at these rates:
Managing Partners $900 per hour
Managing Directors $750 to $850 per hour
Vice Presidents $600 to $700 per hour
Associates $450 to $550 per hour
Analysts $300 to $400 per hour
John Madden, a managing partner at Emerald Capital Advisors,
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:
John P. Madden
Emerald Capital Advisors
150 East 52nd Street, 15th Floor
New York, NY 10022
Telephone: (646) 968-4094
Facsimile: (212) 731-0307
Email: info@emeraldcapitaladvisors.com
About Mountain Sports
Mountain Sports LLC, doing business as Bob's Stores, Eastern
Mountain Sports, EMS, and Sport Chalet, is a sporting goods, hobby
and musical instrument retailer.
Mountain Sports LLC and its affiliates sought relief under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
24-11385) on June 18, 2024. In the petitions filed by David Barton,
authorized representative, Mountain Sports disclosed between $10
million and $50 million in both assets and liabilities.
Judge Mary F. Walrath oversees the cases.
The Debtors tapped Goldstein & McClintock LLLP as counsel and
Silverman Consulting as financial advisor.
On July 3, 2024, the Office of the United States Trustee for the
District of Delaware appointed an official committee of unsecured
creditors in these Chapter 11 cases. The committee tapped
Lowenstein Sandler, LLP as bankruptcy counsel and Morris James LLP
as Delaware counsel.
MULTIPLAN CORP: S&P Alters Outlook to Negative, Affirms 'B' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on MultiPlan Corp. to
negative from stable and affirmed its 'B' ratings.
The negative outlook reflects S&P's expectation for weakened credit
metrics through 2025 with the diminished capacity to absorb
additional volatility.
S&P said, "MultiPlan's mid-year performance was weaker than
expected, causing us to revise our expectations downward. Revenue
growth and the pace of deleveraging have lagged our expectations
for the first half of 2024. The contributing factors to the
shortfall and our revisions include diminished claim flow volumes
(caused by a clearinghouse disruption in the first half of 2024,
slower-than-expected new product sales growth, notification of loss
of business from a key customer due to insourcing beginning in
2025, and incremental spending for a new product and services
development. MultiPlan incurred large non-cash charges through
mid-2024 in connection with goodwill impairment testing. The
company is also contending with litigation by various providers, of
which the outcome and impact on business strategy is uncertain. In
addition, the company is pursuing a reverse stock split to prevent
the New York Stock Exchange delisting in the second half of 2024.
"We now forecast stalled revenue growth through 2025 , weaker cash
flow, and elevated financial leverage. In connection with the above
developments, we now expect stalled revenue growth through 2025. We
believe these revisions (including slightly lower margins) will
lower cash flow, causing adjusted financial leverage to rise to
about 7.8x in 2024 and 7.7x in 2025, compared with our previous
forecast of 7.2x and 6.8x, respectively. We also expect funds from
operations (FFO) to be meaningfully lower, at $165 million - $185
million, down from our previous forecast of $225 million - $265
million. This will cause FFO to debt to weaken by 50 basis points
to about 4% through 2025.
"MultiPlan's established market presence, supportive operational
platform, and very strong profitability are offset by customer
concentrations and significant financial leverage. Our issuer
credit rating continues to reflect MultiPlan's well-established
national footprint across several key product segments that
facilitates scale and brand recognition. We believe its
well-developed and scalable information technology platform
underpins its competitive advantage, operational efficiency, and
profitability. While there continues to be opportunity for growth
(including expanding to other insurance markets), the company's
reliance on two key and long-tenured customers presents an ongoing
concentration risk. And its highly leveraged capital structure
limits financial flexibility, tying up its cash flow for debt
service."
NATIONAL VISION: Moody's Cuts CFR to B1 & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Ratings downgraded National Vision, Inc's ratings including
its corporate family rating to B1 from Ba3 and probability of
default rating to B1-PD from Ba3-PD. Moody's also downgraded its
backed senior secured first lien revolving credit facility and
backed senior secured term loan A ratings (including the $115
million upsize which recently closed) to B1 from Ba2. At the same
time, Moody's changed the outlook to stable from negative. The
speculative grade liquidity rating (SGL) remains unchanged at
SGL-3.
The downgrades reflect the company's weakened operating performance
and interest coverage as National Vision works to offset lower
store traffic and weakness with the company's core lower income
customer which are constraining the company's ability to grow
topline and maintain margins. National Vision also faces higher
interest expense starting 3Q'24 as it has refinanced part of its
2.5% convertible bonds through higher cost secured debt and as its
interest rate swap matured in July 2024. The downgrades also
reflect governance considerations, including a financial policy
that has led to weakened interest coverage (estimated to be
1.6x-1.7x over the next 12-18 months). The downgrade of the secured
rating reflects the elimination of junior capital cushion as the
convertible bonds are expected to be fully repaid ahead of their
2025 maturity.
RATINGS RATIONALE
National Vision, Inc's B1 CFR benefits from its position as a value
player in the recession-resilient optical retail industry. The
rating also reflects the company's ability to maintain adequate
liquidity with excess cash flow used for store expansion. National
Vision's credit profile is constrained by its small scale compared
to similarly rated retail peers, lower level of customers with
optical insurance as well as its focus at the lower-end of the
optical market which is facing particular challenges. In addition,
the company is exposed to constrained optometrist supply which has
weighed on its cost base and exam capacity. The long-term customer
shift to e-commerce across retail could increase competitive
pressure and investment needs over time in the value eyeglass
retail segment, which has been relatively resistant to online
growth.
The stable outlook reflects Moody's expectation that
notwithstanding operating headwinds, Moody's project that National
Vision will still maintain moderate leverage of about 3.0x-3.5x,
adequate liquidity and generate about $140 million of annual
positive operating cash flow over the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if revenue scale materially
increases, while the company continues to demonstrate consistent
earnings growth, strong cash flow generation and good liquidity. An
upgrade would require financial strategies that sustain
Moody's-adjusted debt/EBITDA below 4.5 times and Moody's-adjusted
EBITA/interest expense above 2.0 times.
The ratings could be downgraded if the company fails to reverse the
current negative operating trends, cash flow generation
deteriorates or if liquidity weakens. The ratings could also be
downgraded if the company engages in debt-funded acquisitions or
shareholder distributions. Quantitatively, the ratings could be
downgraded if Moody's-adjusted debt/EBITDA is sustained above 5.5
times or Moody's-adjusted EBITA/interest expense sustained is below
1.5 times.
Headquartered in Duluth, Georgia, National Vision, Inc (National
Vision) is a publicly traded US optical retailer offering
value-priced eyeglasses, contact lenses and eye exams. The company
operates close to 1,225 locations, including its retail chains
America's Best Contacts and Eyeglasses and Eyeglass World, as well
as hosts stores Fred Meyer and US military bases. National Vision
also sells contacts online. Revenue for the twelve months ended
June 30, 2024 was approximately $2.2 billion.
The principal methodology used in these ratings was Retail and
Apparel published in November 2023.
NATIONWIDE MEDICAL: Unsecureds to Get $5,400 via Quarterly Payments
-------------------------------------------------------------------
Nationwide Medical Transportation Services, Inc., filed with the
U.S. Bankruptcy Court for the Southern District of Florida a
Subchapter V Plan dated July 31, 2024.
Debra Schulman is the Director of Business Development of Southeast
Florida for Guardian Pharmacy. On May 17, 2018, Ms. Schulman
obtained a $900,000.00 loan from the SBA, via BankUnited, N.A., to
purchase the Debtor.
On January 18, 2022, the Debtor executed an unconditional guarantee
of the Scooter SBA loan in the amount of $799,000.00. One of
Scooter's orders of pre-purchased scooters were seized by the U.S.
Customs who cited that the scooters were not in compliance with U.S
regulatory standards. In 2023, Customers Bank, the underwriting
bank for Scooter's SBA Loan, sued Scooter, Debra Schulman, and the
Debtor were sued for breach of contract in the amount of
$704,448.20 plus fees and interest.
The Debtor's income was being used to support Scooter and Ms.
Schulman's other companies that were financially unstable. Scooter
and Diamond Towing and Logistics, Inc. are no longer operating and
are not collectable. All County Waste Removal, Inc. is not
collectable and will likely cease operations in the near future.
The bankruptcy was filed after it became apparent that Scooter was
not going to succeed.
Conversely, this Plan provides for payment in full of all
administrative claims, payment to BankUnited equal to the value of
its collateral on the Petition Date, and a distribution to
unsecured creditors.
Class 4 consists of non-priority unsecured claims. The Debtor shall
pay to non-priority unsecured creditors the sum of $5,400.00 pro
rata in equal quarterly installments of $600.00 the Effective Date.
Based upon the liquidation analysis provided for herein, there
would be no distribution to Class 4 general unsecured claimants in
the event of a liquidation. Accordingly, the payments to be made to
Class 4 claimants under the Plan will exceed the amount to be paid
to Class 4 claimants in the event of a liquidation. Class 4 is
impaired.
The Debtor asserts that it will have sufficient net disposable
monthly income due to future earnings to make the payments required
under the Plan. In order to produce the income necessary to fund
the Plan, the Debtor will continue operating and the income
generated from operations will pay a salary to Ms. Schulman and
other employees, ongoing operating expenses, and the Debtor's Plan
distributions.
A full-text copy of the Plan of Reorganization dated July 31, 2024
is available at https://urlcurt.com/u?l=AlQV7D from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Jonathan T. Crane, Esq.
Furr and Cohen, P.A.,
2255 Glades Road, One Boca Place Suite 419A
Boca Raton, FL 33431.
Tel: (561) 395-0500
Fax: (561) 338-7532
Email: jcrane@furrcohen.com
About Nationwide Medical
Nationwide Medical Transportation Services, Inc., is a family-owned
and operated medical transportation company offering ambulatory and
wheelchair services specializing in workers compensation and
surgical and diagnostic clients.
Nationwide Medical Transportation Services, Inc. d/b/a Tri County
Medical Transportation, in Boca Raton, FL, filed its voluntary
petition for Chapter 11 protection (Bankr. S.D. Fla. Case No.
24-14386) on May 2, 2024, listing $100,000 to $500,000 in assets
and $1 million to $10 million in liabilities. Debra L. Schulman as
president, signed the petition.
Judge Mindy A. Mora oversees the case.
FURR & COHEN serve as the Debtor's legal counsel.
NB CREST: Seeks to Tap Goe Forsythe & Hodges as Bankruptcy Counsel
------------------------------------------------------------------
NB Crest Investor Units, LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire Goe
Forsythe & Hodges, LLP as its bankruptcy counsel.
The Debtor requires legal counsel to:
a. advise and assist the Debtor with respect to compliance
with the requirements of the Office of the U.S. Trustee;
b. advise the Debtor regarding matters of bankruptcy law,
including the rights and remedies of Debtor with respect to its
assets and claims of creditors;
c. represent the Debtor in any proceedings or hearings in the
bankruptcy court and in any action in any other court where its
rights under the Bankruptcy Code may be litigated or affected;
d. conduct examinations of witnesses, claimants or adverse
parties, and assist in the preparation of reports, accounts, and
pleadings related to the case;
e. advise the Debtor concerning the requirements of the
Bankruptcy Code and applicable rules;
f. assist the Debtor in negotiation, formulation,
confirmation, and implementation of a Chapter 11 plan of
reorganization;
g. make any bankruptcy court appearances on behalf of the
Debtor; and
h. perform such other services as the Debtor may require of
the firm in connection with its Chapter 11 case.
The firm will be paid at these rates:
Attorneys $395 to $695 per hour
Of Counsel $385 to $750 per hour
Paralegals $195 to $225 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received a pre-bankruptcy retainer of $75,000.
Marc Forsythe, Esq., a partner at Goe Forsythe & Hodges, disclosed
in a court filing that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Marc C. Forsythe, Esq.
GOE FORSYTHE & HODGES, LLP
17701 Cowan, Suite 210
Irvine, CA 92614
Tel: (949) 798-2460
Fax: (949) 955-9437
Email: mforsythe@goeforlaw.com
About NB Crest Investor Units, LLC
NB Crest Investor is a Single Asset Real Estate debtor (as defined
in 11 U.S.C. Section 101(51B)). The Debtor offers studio, two- and
three-bedroom apartments perfect for students.
NB Crest Investor Units, LLC filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal.
Case No. 24-11457) on June 6, 2024, listing $10 million to $50
million in both assets and liabilities. The petition was signed by
Patrick S. Nelson as manager.
Brian T. Corrigan, Esq. at CORRIGAN & MORRIS LLP represents the
Debtor as counsel.
NEPHRITE FUND 1: Seek to Hire Clemons Real Estate as Realtor
------------------------------------------------------------
Nephrite Fund 1, LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Missouri to employ Quinn Hahs and the
agency of Clemons Real Estate LLC as realtors.
The realtors will provide assistance with a pending sale of
Debtor's apartment complex located at
9801-9819 E 61st, Raytown, MO 64133.
The agency will be paid a commission of 3 percent of the sale
proceeds of the property.
Mr. Hahs disclosed in the court filings that Clemons Real Estate
LLC does not represent or hold any interest adverse to the estate
and is a "disinterested person" as the phrase is defined in section
101(14) of the Bankruptcy Code, as modified by section 1107(b) of
the Bankruptcy Code.
The realtor can be reached through:
Quinn Hahs
Clemons Real Estate LLC
1 East Armour Suite 100
Kansas City, MO 64111
Phone: (816) 621-2130
Email:quinn.hahs@clemonsrealestate.com
About Nephrite Fund 1, LLC
Nephrite Fund 1 LLC owns Suncrest Apartments located in Raytown,
Missouri.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 24-40655) on May 14,
2024. In the petition signed by Alan Sheehy, member, the Debtor
disclosed $7,895,492 in assets and $7,194,305 in liabilities.
Judge Cynthia A. Norton oversees the case.
Robert E. Eggmann, Esq., at Carmody MacDonald PC represents the
Debtor as legal counsel.
NEUEHEALTH INC: Reports Net Loss of $57.7 Million in Fiscal Q2
--------------------------------------------------------------
NeueHealth Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $57.7 million on $226 million of total revenue for the three
months ended June 30, 2024, compared to a net loss of $88.6 million
on $298 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 $61.9 million on $471.1 million of total revenue, compared
to a net loss of $258.1 million on $598.5 million of total revenue
for the same period in 2023.
As of June 30, 2024, the Company had $897.3 million in total
assets, $1.2 billion in total liabilities, $103.9 million in
redeemable noncontrolling interests, $747.5 million in redeemable
Series A preferred stock, $172.9 million in redeemable Series B
preferred stock, and $1.3 billion in total stockholders' deficit.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/3c2h2w6z
About NeueHealth Inc.
NeueHealth -- www.neuehealth.com -- is a value-driven healthcare
company grounded in the belief that all health consumers are
entitled to high-quality, coordinated care. NeueHealth consists of
two reportable segments: (i) NeueCare (formerly Care Delivery) --
The Company's value-driven care delivery business that manages risk
in partnership with external payors and serves all populations
across The Patient Protection and Affordable Care Act and the
Health Care and Education Reconciliation Act of 2010 ("ACA")
Marketplace, Medicare, and Medicaid; and (ii) NeueSolutions
(formerly Care Solutions) -- The Company's provider enablement
business that includes a suite of technology, services, and
clinical care solutions that empower providers to thrive in
performance-based arrangements.
As of March 31, 2024, NeueHealth had $1.11 billion in total assets,
$1.35 billion in total liabilities, $98.76 million in redeemable
noncontrolling interests, $747.48 million in redeemable series A
preferred stock, $172.94 million in redeemable series B preferred
stock, and a total stockholders' deficit of $1.26 billion.
Minneapolis, Minnesota-based Deloitte & Touche LLP, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated March 28, 2024, citing that the Company has a history
of operating losses, negative cash flows from operations, and does
not have sufficient cash on hand or available liquidity to meet its
obligations, which raises substantial doubt about its ability to
continue as a going concern.
NEW CENTURY: Seeks to Hire Vivona Pandurangi as Bankruptcy Counsel
------------------------------------------------------------------
New Century Food Corp. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Virginia to hire Vivona
Pandurangi, PLC to perform legal services.
The firm's services include:
(a) serve as general bankruptcy counsel;
(b) prepare schedules and related forms;
(c) represent the Debtor at hearings before the Bankruptcy
Court;
(d) advise the Debtor of its duties and responsibilities under
the Bankruptcy Code;
(e) assist in preparation of monthly operating reports;
(f) analyze the Debtor's financial matters;
(g) advise the Debtor in connection with executory contracts;
(h) draft documents to reflect agreements with creditors;
(i) resolve motions for relief from stay and adequate
protection;
(j) negotiate for obtaining financing and use of cash
collateral, as necessary;
(k) determine whether reorganization, dismissal, or conversion
is in the best interests of the Debtor and its creditors;
(l) work with the creditors' committee and other counsel, if
any;
(m) draft any disclosure statement and plan of reorganization;
and
(n) handle other matters that arise in the normal course of
administration of this bankruptcy estate.
The firm will be paid at an hourly rate of $425 plus reimbursement
for expenses incurred.
The Debtor paid the firm a prepetition retainer in the amount of
$13,000.
Jonathan Vivona, Esq., an attorney at Vivona Pandurangi, disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jonathan B. Vivona, Esq.
Vivona Pandurangi PLC
601 King Street, Suite 400
Alexandira, VA 22314
Telephone: (703) 739-1353
Facsimile: (703) 337-0490
Email: jvivona@vpbklaw.com
About New Century Food Corp.
New Century Food Corp. dba Diet-to-Go is a diet meal delivery
service that provides balanced, freshly prepared, real food for
weight loss.
New Century Food Corp. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Va. Case No. 24-11434) on August 5,
2024. In the petition filed by Hilton Davis, as co-owner, the
Debtor reports estimated assets up to $50,000 and estimated
liabilities between $1 million and $10 million.
Honorable Bankruptcy Judge Klinette H. Kindred oversees the case.
The Debtor is represented by Jonathan B. Vivona, Esq. at VIVONA
PANDURANGI, PLC.
NEXERA MEDICAL: Taps Michael Moecker as Plan Administrator
----------------------------------------------------------
NEXERA Medical, Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to hire Philip Von Kahle and
Michael Moecker & Associates, Inc. as plan administrator.
The firm will render these services:
(a) hold the Assets for the benefit of the Estate;
(b) investigate, prosecute, settle, liquidate, dispose of,
and/or abandon the Assets;
(c) monitor and enforce the implementation of the Plan;
(d) file all tax and regulatory forms, returns, reports and
other documents and financial information required with respect to
the Debtor;
(e) take all actions necessary, and create any documents
necessary, to wind up the affairs of the Debtor and to implement
the Plan;
(f) hold, manage, and distribute Cash or non-Cash Assets
obtained through the exercise of its power and authority;
(g) act as a signatory to the Debtor for all purposes,
including those associated with the novation of contracts or other
obligations arising out of the sales of the Debtor's Assets;
(h) dispose of the books and records transferred to the Plan
Administrator in a manner deemed appropriate by the Plan
Administrator in accordance with applicable law; provided, however,
that the Plan Administrator shall not dispose of any books and
records that are reasonably likely to pertain to pending litigation
in which the Debtor or their current or former officers or
directors are a party without further order of the Bankruptcy
Court;
(i) take all necessary action and file all appropriate motions
to obtain an order closing the Cases;
(j) enter into and exercise rights under contracts that are
necessary or desirable to the administration of the Plan
Administrator and execute any documents or pleadings related to the
liquidation of the Plan Administrator or other matters related to
the Estate;
(k) establish and maintain bank accounts and terminate such
accounts as the Liquidating Trustee deems Appropriate.
The firm will be paid at these rates:
Receiver $400 per hour
Case Administrator/Associate $220 per hour
Clerical $100 per hour
Philip J. von Kahle of Michael Moecker & Associates disclosed in a
court filing that he and other members of the firm are
"disinterested" as defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Philip Von Kahle
Michael Moecker & Associates
1883 Marina Mile Blvd., Suite 106
Fort Lauderdale, FL 33315
Phone: (954) 252-1560
Email: info@moecker.com
About NEXERA Medical
NEXERA Medical, Inc. filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-13388) on
April 28, 2023, with $155,521 in assets and $1,902,367 in
liabilities. Maria Yip has been appointed as Subchapter V trustee.
Judge Scott M. Grossman oversees the case.
The Debtor tapped Jordan L. Rappaport, Esq., at Rappaport Osborne &
Rappaport, PLLC as legal counsel and Paul B. Kroncke, CPA. P.A. as
accountant.
NEXII BUILDING: Horizon Tech Marks $414,000 Loan at 75% Off
-----------------------------------------------------------
Horizon Technology Finance Corporation has marked its $414,000 loan
extended to Nexii Building Solutions Inc to market at $104,000 or
25% of the outstanding amount, according to a disclosure contained
in Horizon Tech's Form 10-Q for the quarterly period ended June 30,
2024, filed with the Securities and Exchange Commission.
Horizon Tech is a participant in a Term Loan to Nexii Building
Solutions Inc. The Loan accrues interest at a rate of 15.5% (Prime+
7%, 10.25% Floor) per annum. The loan was scheduled to mature on
March 31, 2024.
Horizon Tech was organized as a Delaware corporation on March 16,
2010 and is an externally managed, non-diversified, closed-end
investment company. Horizon Technology Finance Corporation has
elected to be regulated as a business development company under the
1940 Act. In addition, for tax purposes, has elected to be treated
as a regulated investment company as defined under Subchapter M of
the Internal Revenue Code of 1986, as amended.
Horizon Tech is led by Robert D. Pomeroy, Jr., Chief Executive
Officer and Chairman of the Board; and Daniel R. Trolio, Chief
Financial Officer. The fund can be reach through:
Robert D. Pomeroy, Jr.
Horizon Technology Finance Corporation
312 Farmington Avenue
Farmington, CT, 06032
Tel No.: (860) 676 8654
Nexii Building Solutions Inc. is a Canadian construction company
that builds and designs low-emission buildings.
NEXII BUILDING: Horizon Tech Marks $422,000 Loan at 76% Off
-----------------------------------------------------------
Horizon Technology Finance Corporation has marked its $422,000 loan
extended to Nexii Building Solutions Inc to market at $102,000 or
24% of the outstanding amount, according to a disclosure contained
in Horizon Tech's Form 10-Q for the quarterly period ended June 30,
2024, filed with the Securities and Exchange Commission.
Horizon Tech is a participant in a Term Loan to Nexii Building
Solutions Inc. The Loan accrues interest at a rate of 15.5% (Prime+
7%, 10.25% Floor) per annum. The loan was scheduled to mature on
March 31, 2024.
Horizon Tech was organized as a Delaware corporation on March 16,
2010 and is an externally managed, non-diversified, closed-end
investment company. Horizon Technology Finance Corporation has
elected to be regulated as a business development company under the
1940 Act. In addition, for tax purposes, has elected to be treated
as a regulated investment company as defined under Subchapter M of
the Internal Revenue Code of 1986, as amended.
Horizon Tech is led by Robert D. Pomeroy, Jr., Chief Executive
Officer and Chairman of the Board; and Daniel R. Trolio, Chief
Financial Officer. The fund can be reach through:
Robert D. Pomeroy, Jr.
Horizon Technology Finance Corporation
312 Farmington Avenue
Farmington, CT, 06032
Tel No.: (860) 676 8654
Nexii Building Solutions Inc. is a Canadian construction company
that builds and designs low-emission buildings.
NEXII BUILDING: Horizon Tech Marks $490,000 Loan at 74% Off
-----------------------------------------------------------
Horizon Technology Finance Corporation has marked its $490,000 loan
extended to Nexii Building Solutions Inc to market at $129,000 or
26% of the outstanding amount, according to a disclosure contained
in Horizon Tech's Form 10-Q for the quarterly period ended June 30,
2024, filed with the Securities and Exchange Commission.
Horizon Tech is a participant in a Term Loan to Nexii Building
Solutions Inc. The Loan accrues interest at a rate of 15.5% (Prime+
7%, 10.25% Floor) per annum. The loan was scheduled to mature on
March 31, 2024.
Horizon Tech was organized as a Delaware corporation on March 16,
2010 and is an externally managed, non-diversified, closed-end
investment company. Horizon Technology Finance Corporation has
elected to be regulated as a business development company under the
1940 Act. In addition, for tax purposes, has elected to be treated
as a regulated investment company as defined under Subchapter M of
the Internal Revenue Code of 1986, as amended.
Horizon Tech is led by Robert D. Pomeroy, Jr., Chief Executive
Officer and Chairman of the Board; and Daniel R. Trolio, Chief
Financial Officer. The fund can be reach through:
Robert D. Pomeroy, Jr.
Horizon Technology Finance Corporation
312 Farmington Avenue
Farmington, CT, 06032
Tel No.: (860) 676 8654
Nexii Building Solutions Inc. is a Canadian construction company
that builds and designs low-emission buildings.
NEXII BUILDING: Horizon Tech Marks $491,000 Loan at 75% Off
-----------------------------------------------------------
Horizon Technology Finance Corporation has marked its $491,000 loan
extended to Nexii Building Solutions Inc to market at $125,000 or
25% of the outstanding amount, according to a disclosure contained
in Horizon Tech's Form 10-Q for the quarterly period ended June 30,
2024, filed with the Securities and Exchange Commission.
Horizon Tech is a participant in a Term Loan to Nexii Building
Solutions Inc. The Loan accrues interest at a rate of 15.5% (Prime+
7%, 10.25% Floor) per annum. The loan was scheduled to mature on
March 31, 2024.
Horizon Tech was organized as a Delaware corporation on March 16,
2010 and is an externally managed, non-diversified, closed-end
investment company. Horizon Technology Finance Corporation has
elected to be regulated as a business development company under the
1940 Act. In addition, for tax purposes, has elected to be treated
as a regulated investment company as defined under Subchapter M of
the Internal Revenue Code of 1986, as amended.
Horizon Tech is led by Robert D. Pomeroy, Jr., Chief Executive
Officer and Chairman of the Board; and Daniel R. Trolio, Chief
Financial Officer. The fund can be reach through:
Robert D. Pomeroy, Jr.
Horizon Technology Finance Corporation
312 Farmington Avenue
Farmington, CT, 06032
Tel No.: (860) 676 8654
Nexii Building Solutions Inc. is a Canadian construction company
that builds and designs low-emission buildings.
NMN HOLDINGS: S&P Withdraws 'B-' Issuer Credit Rating
-----------------------------------------------------
S&P Global Ratings has withdrawn its 'B-' issuer credit rating and
issue-level senior secured rating on NMN Holdings III Corp. because
all of its debt has been repaid. At the time of the withdrawal, the
rating outlook was stable.
NORRIS TRAINING: Seeks to Tap Jackson Walker as Bankruptcy Counsel
------------------------------------------------------------------
Norris Training Systems, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the Western District of Texas to hire
Jackson Walker, LLP as their counsel.
The firm will render these services:
a. advise the Debtors with respect to their powers and duties
as debtors in possession in the continued management and operation
of their business and property;
b. advise and consult on the conduct of these chapter 11
cases, including all of the legal and administrative requirement of
operating in chapter 11;
c. attend meetings and negotiating with representatives of
creditors and other parties in interest;
d. take all necessary actions to protect and preserve the
Debtors' estates, including prosecuting actions on the Debtors'
behalf, defending actions commenced against the Debtors, and
representing the Debtors in negotiations concerning litigation in
which the Debtors are involved, including objections to claims
filed against the Debtors' estates;
e. prepare pleadings in connection with these chapter 11
cases, including motions, applications, answers, orders, reports,
and papers necessary or otherwise beneficial to the administration
of the Debtors' estate;
f. represent the Debtors in connection with obtaining
authority to continue using cash collateral and, if applicable, to
obtain postpetition financing;
g. advise the Debtors in connection with any potential sale of
assets;
h. appear before the Court and any appellate courts to
represent the interest of the Debtors' estate;
i. take any necessary action on behalf of the Debtors to
negotiate, prepare, and obtain approval of a disclosure statement
and confirmation of a chapter 11 plan and all documents related
thereto; and
j. perform all other necessary legal services for the Debtors
in connection with the prosecution of these chapter 11 cases,
including: (i) analyzing certain of the Debtors' leases and
contracts and the assumption and assignment or rejection thereof;
(ii) analyzing the validity of certain liens against the Debtors;
and (iii) advising the Debtors on corporate and litigation
matters.
The firm's current standard hourly rates are:
Partners $565 - 1,715
Sr. Counsel $385 - 1,050
Associates $515 - 850
Paraprofessionals $225 - 450
The firm received a retainer in the amount of $35,000.
Jennifer F. Wertz, a partner at Jackson Walker, 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 F. Wertz, Esq.
Jackson Walker LLP
100 Congress Avenue, Suite 1100
Austin, TX 78701
Tel: (512) 236-2000
Fax: (512) 236-2002
Email: jwertz@jw.com
About Norris Training Systems, LLC
Norris Training Systems, LLC and its affiliates own and operate
general rental centers. Catering by Norris is a premium catering
Company in Houston and San Antonio. The Debtors also host meetings,
conferences, training programs, and/or trade shows.
Norris Training Systems, LLC and its affilites filed their
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Tex. Lead Case No. 24-10807) on July 10, 2024.
The petitions were signed by David Norris as president. The Debtors
estimated $10 million to $50 million in both assets and
liabilites.
Judge Shad Robinson presides over the case.
Jennifer F. Wertz, Esq. at JACKSON WALKER LLP represents the Debtor
as counsel.
NORRIS TRAINING: Taps Vestian Global as Real Estate Advisor
-----------------------------------------------------------
Norris Training Systems, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the Western District of Texas to hire
Vestian Global Workplace Services, LLC as their real estate
advisor.
The firm will render these services:
(a) advise the Debtors regarding possible avenues for rent
abatement, rent deferment, operating expense restructuring, and
other forms of real estate cost relief;
(b) negotiate with the Debtors' landlords regarding rent
relief or lease restructuring; and
(c) provide real estate advisory services for a minimum of an
additional calendar year following the completion of negotiations
with landlords.
Vestian shall be compensated under the following fee structure:
(i) Lease Concessions and Modifications. Vestian shall earn
and be paid a fee of 10 percent of the total rent savings and
direct associated guaranteed expense savings during the current
term with respect to each lease.
(ii) Threshold Payment. Vestian shall be paid $50,000 if the
total savings to savings to the Debtors is a minimum of $150,000.
For all savings above the $150,000 minimum threshold, Vestian will
receive a 10 percent share of the total savings.
(iii) Payment Schedule. 10 percent of Vestian's compensation
shall be due 30 days after the execution of the
termination/restructuring agreements. The remaining 90 percent of
Vestian's compensation shall be paid in three equal installments
every three months thereafter.
Marcus Cook, executive managing director of Vestian Global,
disclosed in the court filings that Vestian 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 and does not hold or represent an interest adverse to the
Debtors or the Debtors' estates.
The firm can be reached through:
Marcus Cook
Vestian Global Workplace Services, LLC
444 N. Orleans St., 3rd Floor
Chicago, IL 60654
Phone: (312) 880-4020
About Norris Training Systems, LLC
Norris Training Systems, LLC and its affiliates own and operate
general rental centers. Catering by Norris is a premium catering
Company in Houston and San Antonio. The Debtors also host meetings,
conferences, training programs, and/or trade shows.
Norris Training Systems, LLC and its affilites filed their
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Tex. Lead Case No. 24-10807) on July 10, 2024.
The petitions were signed by David Norris as president. The Debtors
estimated $10 million to $50 million in both assets and
liabilites.
Judge Shad Robinson presides over the case.
Jennifer F. Wertz, Esq. at JACKSON WALKER LLP represents the Debtor
as counsel.
ORIGINAL HAROLD'S: Jeanette McPherson Named Subchapter V Trustee
----------------------------------------------------------------
The U.S. Trustee for Region 17 appointed Jeanette McPherson, Esq.,
at Fox Rothschild, LLP, as Subchapter V trustee for Original
Harold's Chicken of Nevada LLC.
Ms. McPherson will be paid an hourly fee of $625 for her services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. McPherson declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jeanette McPherson, Esq.
Fox Rothschild, LLP
1980 Festival Plaza Drive, Suite 700
Las Vegas, NV 89135
Phone: (702) 699-5923
Email: TrusteeJMcPherson@FoxRothschild.com
About Original Harold’s Chicken
Original Harold’s Chicken of Nevada, LLC filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev.
Case No. 24-14140) on August 14, 2024, with as much as $50,000 in
both assets and liabilities.
David A. Riggi, Esq., at Riggi Law Firm represents the Debtor as
legal counsel.
PARKERVISION INC: Posts $327,000 Net Loss in Fiscal Q2
------------------------------------------------------
ParkerVision, Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $327,000 for the three months ended June 30, 2024, compared to a
net income of $1.4 million for the three months ended June 30,
2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $1.02 million and incurred negative cash flows from
operations of approximately $1.4 million, compared to a net income
of $14.5 million for the same period in 2023.
At June 30, 2024, the Company had cash and cash equivalents of
approximately $1.0 million and an accumulated deficit of
approximately $434.7 million. At June 30, 2024, the Company had
$2.4 million in current liabilities, including approximately $1.3
million in convertible debt that matures over the next twelve
months. In addition, a significant amount of future proceeds that
the Company may receive from its patent enforcement and licensing
programs will first be utilized to repay borrowings and legal fees
and expenses under its contingent funding arrangements.
"Our current capital resources are not sufficient to meet our
liquidity needs for the next twelve months and we will be required
to seek additional capital. Our ability to meet our liquidity
needs for the next twelve months is dependent upon our ability to
successfully negotiate licensing agreements and/or settlements
relating to the use of our technologies by others in excess of our
contingent payment obligations, (ii) our ability to control
operating costs, our ability to successfully negotiate extensions
to the maturity date for certain convertible notes, and our ability
to obtain additional debt or equity financing. We expect that
proceeds received by us from patent enforcement actions and
technology licenses over the next twelve months may not alone be
sufficient to cover our working capital requirements," the Company
said.
"We expect to continue to invest in the support of our patent
licensing and enforcement program. The long-term continuation of
our business plan is dependent upon the generation of sufficient
cash flows from our technologies and/or products to offset expenses
and debt obligations. In the event that we do not generate
sufficient cash flows, we will be required to obtain additional
funding through public or private debt or equity financing or
contingent fee arrangements and/or reduce operating costs. Failure
to generate sufficient cash flows, raise additional capital through
debt or equity financings or contingent fee arrangements, and/or
reduce operating costs will have a material adverse effect on our
ability to meet our long-term liquidity needs and achieve our
intended long-term business objectives," the Company further said.
As of June 30, 2024, the Company had $2.4 million in total assets,
$42.6 million in total liabilities, and $40.2 million in total
stockholders' deficit.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/56vvvbz2
About ParkerVision
Jacksonville, Fla.-based ParkerVision, Inc., and its wholly-owned
German subsidiary, ParkerVision GmbH is in the business of
innovating fundamental wireless hardware technologies and products.
The Company has designed and developed proprietary RF technologies
and integrated circuits based on those technologies, and the
Company licenses its technologies to others for use in wireless
communication products.
As of March 31, 2024, the Company had $3.1 million in total assets,
$43.2 million in total liabilities, and total stockholders' deficit
of $40 million.
Fort Lauderdale, Fla.-based MSL, P.A., the Company's auditor since
2019, issued a "going concern" qualification in its report dated
March 21, 2024, citing that the Company's current resources are not
sufficient to meet their liquidity needs for the next 12 months,
the Company has historically suffered recurring losses from
operations, and has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern.
PARKWAY GENERATION: Moody's Alters Outlook on B1 Ratings to Stable
------------------------------------------------------------------
Moody's Ratings affirmed Parkway Generation, LLC's ("Parkway" or
"Project") B1 rating on its senior secured bank credit facilities
consisting of a $1.076 billion term loan B due 2029, $143 million
term loan C due 2029, and $100 million revolving credit facility
due 2027. The rating outlook has been revised to stable from
negative.
RATINGS RATIONALE
The rating affirmation and outlook change to stable from negative
is primarily attributed to record high cleared capacity prices for
the 2025/2026 planning year within the PJM Interconnection, L.L.C.
(PJM) footprint. The capacity auction outcome will lead to
substantially higher capacity revenues received by Parkway during
the period covered by the auction, which will materially enhance
Parkway's credit metrics. In that regard, projections for the debt
service coverage ratio (DSCR) and Project CFO to Debt have been
revised substantially upwards. For 2025 and 2026, Parkway's DSCR
and Project CFO to Debt are now anticipated to average 2.3x and
14.8%, respectively, a significant improvement from the earlier
estimates of 1.2x and 3%.
Parkway's portfolio of power generation plants are located mostly
in the Eastern Mid-Atlantic Area Council region (EMAAC) and the
Mid-Atlantic Area Council region (MAAC). In these regions, capacity
prices cleared at $270/MW-day, a notable increase from the previous
planning year's prices of $55 and $49/MW-day, respectively.
Parkway's fleet is balance between baseload combined cycle gas
turbine plants (CCGT), load following CCGTs and peaking
facilities.
The rating action also acknowledges Parkway's improved liquidity
position. By July 31, 2024, Parkway had approximately $46.7 million
in cash and the availability of the revolving credit facility (RCF)
has been partly reinstated to $40 million. By comparison, at the
beginning of 2024, Parkway had utilized its entire $100 million RCF
to make up for substantial capacity performance penalties charged
by PJM following Winter Storm Elliott .
An additional positive rating consideration incorporated into the
rating action is the recent appointment of Alpha Generation, LLC as
the asset manager which includes providing strategic management and
oversight for Parkway's assets.
Rating Outlook
The stable outlook reflects Moody's expectation that Parkway will
produce anticipated credit metrics in the next 12-18 months due to
substantially higher capacity revenues, which helps Parkway to
restore its liquidity position to adequate levels.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade
Parkway's ratings could be upgraded if the Project demonstrates an
ability to pay down incremental debt, leading to a Moody's DSCR
that is towards the upper end of the 2.0-2.5x range and Project CFO
to Debt of above 12% on a sustained basis.
Factors that could lead to a downgrade
A rating downgrade could arise if Parkway generating assets
experience prolonged operational issues or significantly increased
expenses. Quantitatively, Parkway's rating could face downward
pressure should Moody's anticipate future financial metrics to not
exceed 1.3x DSCR and Project CFO to Debt of 8% on a sustained
basis.
The principal methodology used in these ratings was Power
Generation Projects published in June 2023.
Profile
Parkway is a holding company created to hold 100% interests of
eight gas-fired power generation facilities totaling 4.8 GW of
installed capacity, located in New Jersey and Maryland, within the
PJM Interconnection. Parkway is majority owned by ArcLight Energy
Partners Fund VII, an ArcLight fund.
PARLEMENT TECHNOLOGIES: Seeks to Extend Plan Exclusivity
--------------------------------------------------------
Parlement Technologies, Inc., asked the U.S. Bankruptcy Court for
the District of Delaware to extend its exclusivity periods to file
a plan of reorganization and obtain acceptance thereof to February
10, 2025 and April 10, 2025, respectively.
Here, cause exists to extend the Exclusive Periods. First, the
Debtor and its professionals have made significant progress in
moving this Chapter 11 Case to a successful completion, including:
(a) minimizing the adverse effects caused by the commencement of
the Chapter 11 Case on its business by securing various first-day
relief; (b) obtaining entry of interim and final orders approving
DIP financing; (c) continuing efforts to market and sell its assets
through a robust sale process and engaging in extensive diligence
and negotiations with interested parties; (d) preparing and filing
the schedules of assets and liabilities and statements of financial
affairs; and (e) continuing negotiations with its key stakeholders
regarding a potential exit path from chapter 11.
Second, allowing the expiration of the Exclusive Periods at this
critical stage would serve only to interfere with the progress of
this Chapter 11 Case. Now that the Debtor has expended substantial
time and resources in: (a) stabilizing its business, (b) marketing
its assets through the sale process, (c) complying with the
requirements of the Bankruptcy Code and the Bankruptcy Rules; and
(d) otherwise administering its estates for the benefit of its
stakeholders, the Debtor requires additional time to complete the
sale of its assets and to engage in discussions with key
stakeholders before pursuing an exit from bankruptcy.
Lastly, creditors will not be harmed by extending the Exclusive
Periods. This Motion is the Debtor's first request for an extension
of the Exclusive Periods. The Debtor is not seeking the extension
of the Exclusive Periods to delay administration of this Chapter 11
Case or to exert pressure on its creditors, but rather to allow the
Debtor to continue with a value-maximizing sale process and to work
to propose and seek confirmation of a plan in the most
cost-efficient manner.
Parlement Technologies, Inc. is represented by:
Jeremy W. Ryan, Esq.
R. Stephen McNeill, Esq.
Sameen Rizvi, Esq.
Potter Anderson & Corroon, LLP
Hercules Plaza
1313 North Market Street, 6th Floor
P.O. Box 951
Wilmington, DE 19801
Telephone: (302) 984-6108
Email: jryan@potteranderson.com
About Parlement Technologies
Parlement Technologies, Inc. is a technology services company in
Nashville, Tenn., serving businesses and organizations of all
sizes.
Parlement Technologies filed Chapter 11 petition (Bankr. D. Del.
Case No. 24-10755) on April 15, 2024, listing up to $50 million in
both assets and liabilities. Craig Jalbert, chief restructuring
officer, signed the petition.
Judge Craig T. Goldblatt oversees the case.
Jeremy W. Ryan, Esq., at Potter Anderson & Corroon, LLP serves as
the Debtor's bankruptcy counsel.
PATHS PROGRAM: Case Summary & One Unsecured Creditor
----------------------------------------------------
Debtor: Paths Program Holding, LLC
1755 North Pebblecreek Parkway, Ste 1136
Goodyear, AZ 85395
Business Description: The Debtor offers educational support
services.
Chapter 11 Petition Date: August 23, 2024
Court: United States Bankruptcy Court
District of Arizona
Case No.: 24-07033
Judge: Hon. Daniel P Collins
Debtor's Counsel: D. Lamar Hawkins, Esq.
GUIDANT LAW, PLC
402 E. Southern Ave
Tempe, AZ 85282
Tel: 602-888-9229
Email: lamar@guidant.law
Total Assets: $75,000
Total Liabilities: $1,543,051
The petition was signed by Anna-Lisa Mackey as manager.
The Debtor listed Glen Mackey located at 5818 N. 129th Ave.,
Litchfield Park, AZ, 85340 as its sole unsecured creditor holding a
claim of $1,468,051.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/AOCA5VA/PATHS_PROGRAM_HOLDING_LLC__azbke-24-07033__0001.0.pdf?mcid=tGE4TAMA
PDK LLC: Seeks to Hire Ojas Partners as Real Estate Agent
---------------------------------------------------------
PDK, LLC seeks approval from the U.S. Bankruptcy Court for the
Middle District of Tennessee to employ Ojas Partners, LLC as
professional real estate agent.
Ojas wil assist the Debtor in marketing and sublease/assignment of
the properties located at 7620 Highway 70 S., Nashville, TN 37221;
4116 Charlotte Ave, Nashville, TN 37209; and 1984 Providence Pkwy
#101, Mt. Juliet, TN 37122.
The agent is entitled to a commission of 6% of the gross aggregate
lease value in the event of an assumption and assignment or
assumption and sublease.
Ojas Partners does not represent any interest adverse to the Debtor
or the Debtor's estate in the matter upon which it is to be
engaged, and is a "disinterested person" under Bankruptcy Code
Secs. 101(14) and 327, according to court filings.
The firm can be reached through:
Elam Freeman
Ojas Partners, LLC
2303 8th Ave S
Nashville TN 37203
Tel: (615) 219-5013
Email: elam@ojaspartners.com
About PDK, LLC
PDK, LLC is a locally-owned casual eatery serving a fresh take on
Southern favorites with its signature chicken and waffles, shrimp
and grits, and PDK burger dishes.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tenn. Case No. 24-02652) on July 17,
2024, with $93,040 in assets and $2,283,108 in liabilities. Peter
Demos, managing partner, signed the petition.
Judge Randal S. Mashburn presides over the case.
Henry E. ("Ned") Hildebrand, IV, Esq. at DUNHAM HILDEBRAND PAYNE
WALDRON, PLLC represents the Debtor as legal counsel.
PORTERFIELD-SCHEID MANAGEMENT: Property Sale/Refinance to Fund Plan
-------------------------------------------------------------------
Porterfield-Scheid Management Company, LLC filed with the U.S.
Bankruptcy Court for the Middle District of Pennsylvania a Plan of
Reorganization for Small Business.
The Debtor is a corporation which owns real estate at 890 Isabel
Drive, in the city of Lebanon, Lebanon County, Pennsylvania. The
Debtor leases the real estate to an entity known as Porterfield
Scheid Funeral Directors and Cremation Services, LTD.
The lease is on a triple net basis such that the Debtor corporation
actually receives no rent payment because all expenses are paid for
by the tenant. The Debtor also owns real estate in Lancaster at
315-317 East Orange Street, and in Conestoga at 3223 3225 Main
Street, both of which are parcels of real estate leased to
Porterfield-Scheid Funeral Directors and Cremation Services, LTD.
This Plan of Reorganization proposes to pay secured creditors of
the Debtor from either the sale of sufficient assets or the
refinancing of sufficient assets so as to either cure those secured
creditors that are willing to accept a cure payment, or to pay in
full those creditors whose loans have come due.
To the extent that there are no priority claim holders and no non
priority unsecured claim holders, this Plan focuses on dealing with
secured creditors. Primarily, the Plan is focused on dealing with
Integrity First Capital, LLC, which mortgage came due just after
the filing of this case, and the claims of Community First Fund,
the secured creditor whose claims may have become accelerated due
to a post-petition default.
It is believed that there is equity remaining for the benefit of
the equity security holders and they will retain that interest
after the payment of the secured claims as noted herein.
The hard assets of the Debtor, which consists of real estate but
not any operating entities, shall either be refinanced or sold and
the proceeds used to pay creditors in the order of their priority.
Because the loan of Integrity First Capital, LLC has already come
due by its terms, it will be paid in full by sale or refinancing of
the Lebanon real estate.
Because the loans of Community First Fund only came due because of
a default in payments, which can be cured, it is believed that
Community First Fund can have its payments restored until such time
as a refinancing of the Debtors assets can be concluded. The
Lancaster and Conestoga assets will not be sold.
A full-text copy of the Plan of Reorganization dated July 31, 2024
is available at https://urlcurt.com/u?l=45zQgN from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Lawrence V. Young, Esq.
CGA LAW FIRM
135 North George Street
York, PA 17401
Tel: (717) 846-4900
Fax: (717) 843-9039
E-mail: lyoung@cgalaw.com
About Porterfield-Scheid Management Company
Porterfield-Scheid Management Company, LLC offers funeral services,
burials, cremation services, memorial services and other related
services to its clients.
Porterfield-Scheid Management Company filed its voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa.
mCase No. 24-01127) on May 3, 2024, listing $4,050,000 in assets
and $2,602,589 in liabilities. The petition was signed by Melanie
B. Scheid as member.
Judge Henry W. Van Eck presides over the case.
Lawrence V. Young, Esq., at Cga Law Firm represents the Debtor as
counsel.
PRAIRIE ACQUIROR: S&P Lowers Senior Secured Debt Rating to 'B-'
---------------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on Tallgrass
Energy Partners L.P.'s (Tallgrass) senior unsecured debt to 'B+'
from 'BB-' and on Prairie Acquiror L.P.'s (Prairie) senior secured
debt to 'B-' from 'B'. At the same time, S&P Global Ratings
affirmed its 'B+' issuer credit rating on Prairie and its 'B+'
issuer credit rating on Tallgrass.
The negative outlook reflects our expectation that leverage will be
above 7.5x for about a year as construction and funding for the
Trailblazer carbon dioxide project (TPCO2) commence in fiscal 2024,
before deleveraging once the project.
Effective as of June 1, 2024, Tallgrass Energy Partners L.P.
(Tallgrass) purchased Phillips 66 Co.'s 25% common membership
interest in Rockies Express Pipeline LLC (REX). Tallgrass, through
its subsidiary TEP REX, now owns 100% of the common membership
interest in REX. The purchase was funded by the issuance of $800
million preferred equity at REX to certain investors, which we
assess as 100% debt for ratio purposes.
S&P said, "The acquisition slightly increased our consolidated
leverage ratio for Prairie. We fully consolidate REX's financial
items in Prairie's consolidated metrics after Tallgrass acquired
the remaining 25% common equity interest in REX. In our base-case
scenario, we expect Prairie's adjusted debt to EBITDA will be about
8.1x-8.4x over the next two years before deleveraging below 7.5x in
2026. The incremental leverage ratio compared with our previous
forecast was driven by the issuance of $800 million preferred
equity at REX associated with the acquisition, which we treat as
debt per our criteria. See our research update on REX, published
Aug. 22, 2024, on RatingsDirect, for more details. We do not expect
Prairie's leverage will deviate significantly from our previous
forecast. We expect Prairie's leverage while it pursues development
of TPCO2 will be elevated because we do not use pro forma EBITDA
credit for projects currently in construction, so deleveraging will
not occur until TPCO2 is operational, which we expect will occur in
2025.
"We believe the acquisition does not affect our issuer credit
ratings on Prairie and Tallgrass; however, we lowered our
issue-level ratings due to structural subordination. We continue to
assess Prairie's business risk profile as satisfactory. The
additional 25% common equity interest in REX did not change our
view of the entire group's competitive position. In addition, we
still view Prairie's financial risk profile as highly leveraged in
our current forecast. Therefore, our 'B+' issuer credit ratings on
Prairie and Tallgrass are unchanged. However, the inclusion of
REX's debt and newly issued preferred equity lowered the recovery
expectation of debt at both Tallgrass and Prairie due to the
structural subordination.
"The negative outlook on Prairie reflects our expectation that
leverage will be elevated above 7.5x while the company pursues
TPCO2. However, we do not expect the company to maintain leverage
above 7.5x over the long term."
S&P could take a negative rating action on Prairie if it expects
the company will not deleverage as planned and will sustain
leverage above 7.5x. This could happen if:
-- S&P has additional details on the scope and cost of TPCO2,
which causes financial metrics to be worse than expected;
-- The company faces delays or other obstacles in TPCO2
construction, leading to cost overruns that increase execution and
strategic risk; or
-- Prairie incurs additional debt on its projects without
offsetting cash inflows.
S&P could revise the outlook on Prairie to stable if it has
visibility into the company deleveraging comfortably below 7.5x.
This could be a result of the following:
-- Clear line of sight into completion of TPCO2 leading to
increased EBITDA that, coupled with reduced capital expenditures
(capex) and increased free cash flow allocated to debt repayment,
contributes to deleveraging; and
-- S&P's view that the financial policy is supportive of sustained
leverage below 7.5x.
RHODIUM ENCORE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Six affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Rhodium Encore LLC (Lead Case) 24-90448
2617 Bissonnet Street, Suite 234
Houston Texas 77005
Jordan HPC LLC 24-90449
Rhodium JV LLC 24-90450
Rhodium 2.0 LLC 24-90451
Rhodium 10MW LLC 24-90452
Rhodium 30MW LLC 24-90453
Business Description: Rhodium is a founder-led, Texas based,
digital asset technology company utilizing
proprietary tech to self-mine bitcoin. The
Company creates innovative technologies with
the goal of being the most sustainable and
cost-efficient producer of bitcoin in the
industry.
Chapter 11 Petition Date: August 24, 2024
Court: United States Bankruptcy Court
Southern District of Texas
Judge: Hon. Alfredo R Perez
Debtors' Counsel: Patricia B. Tomasco, Esq.
QUINN EMANUEL URQUHART & SULLIVAN, LLP
700 Louisiana St., Suite 3900
Houston Texas 77002
Tel: 713-221-7000
Email: pattytomasco@quinnemanuel.com
Debtors'
Restructuring
Advisor: PROVINCE
Lead Debtor's
Estimated Assets: $100 million to $500 million
Lead Debtor's
Estimated Liabilities: $50 million to $100 million
The petitions were signed by Michael Robinson as co-chief
restructuring officer.
The Debtors failed to include in the petitions lists of their 20
largest unsecured creditors.
Full-text copies of three of the Debtors' petitions are available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/TYJHVCQ/Rhodium_Encore_LLC__txsbke-24-90448__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/RJU46TY/Jordan_HPC_LLC__txsbke-24-90449__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/RTGWGKI/Rhodium_JV_LLC__txsbke-24-90450__0001.0.pdf?mcid=tGE4TAMA
ROCKIES EXPRESS: S&P Downgrades ICR to 'B+', Outlook Negative
-------------------------------------------------------------
S&P Global Ratings lowered its ICR on Rockies Express Pipeline LLC
(REX) to 'B+' from 'BB+'.
S&P said, "We revised the recovery rating on REX's senior unsecured
notes to '1' from '3' to reflect that REX's debt will be
structurally senior to all other obligations within Prairie's group
and will have very high recovery in the event of default.
Notwithstanding the improvement to the recovery rating, S&P Global
Ratings lowered the issue-level rating on the company's senior
unsecured notes to 'BB' from 'BB+' as a consequence of the lower
ICR.
"The negative outlook on REX reflects the negative outlook on
Prairie because we view these entities as being in the same group.
"We revised REX's SACP to 'bb' from 'bb+' on the new issuance of
preferred equity, which we treat as debt. Concurrent with
Tallgrass' acquisition of the remaining 25% common equity interest
in REX, Tallgrass issued $800 million of new preferred equity at
REX's level. The preferred equity was funded by Tallgrass' ultimate
owners with an annual return of 14%, which can be paid through a
combination of payment-in-kind or through a cash distribution.
However, the newly issued preferred equity is redeemable by
Tallgrass at any time, which precludes us from giving equity credit
to the instrument. We also expect the preferred equity will be
partially PIK over the next three years before REX redeems the
outstanding preferred equity. As a result, we expect S&P Global
Ratings-adjusted leverage will be about 5.2x-5.4x over the next
three years, which leads to an aggressive financial risk profile
assessment. At the same time, we do not believe there are any
impacts on REX's stand-alone business risk profile on consolidating
into Prairie's group. As a result of the increased leverage, we
revised the SACP on REX to 'bb' from 'bb+'.
"We view REX as core to Tallgrass and therefore assign the group
credit profile to REX. We previously viewed REX as a delinked
entity from Tallgrass because Tallgrass did not have unfettered
access to REX's cash flows and could not increase leverage without
agreement from minority owner Phillips 66. We considered REX a
stand-alone entity based on the ability of minority owner Phillips
66 to limit Tallgrass' control of REX's capital structure and
distribution policy. After Tallgrass acquired the remaining 25%
common equity interest in REX and became the sole owner of the
common equity interests and managing member of REX, we no longer
view REX as a stand-alone entity and consolidate it into the same
group as Tallgrass. Please refer to our group rating methodology
for more information. We consider REX core to Tallgrass, given
that, among other factors, REX is integrated into Tallgrass
business; has a strong, long-term commitment of support from the
group under stressful conditions; is reasonably successful as a
natural gas pipeline company; and accounts for about half of the
group's EBITDA. Because we integrate REX into Tallgrass' group and
assign a core group status on REX, we rate the ICR at the same
level as the group credit profile, which is our 'B+' ICR on
Prairie.
"The negative outlook on REX reflects the negative outlook on
Prairie. The negative outlook on Prairie reflects our expectation
that leverage will be elevated above 7.5x while the company pursues
the conversion of the Trailblazer pipeline to carbon dioxide
service.
"We could lower our rating on REX if we lowered our rating on
Prairie. We could lower our rating on Prairie if leverage remains
above 7.5x on a consistent basis.
"We could revise the outlook on REX to stable if we revised the
outlook on Prairie to stable. We could revise the outlook on
Prairie to stable if leverage were to become comfortably below
7.5x."
ROTI RESTAURANTS: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Nine affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Roti Restaurants, LLC 24-12410
445 N. Wells Street
Suite 404
Chicago, IL 60654
Roti Restaurants Inc. 24-12412
445 N. Wells Street
Suite 404
Chicago, IL 60654
Roti 1311 F Street LLC 24-12415
1311 F Street NW
Washington, DC 20004
Roti 1629 K Street, LLC 24-12416
1629 K Street NW
Washington, DC 20006
Roti 1747 Pennsylvania Avenue LLC 24-12418
747 Pennsylvania Avenue NW
Washington, DC 20006
Roti 300 West Adams, LLC 24-12422
310 W Adams Street
Chicago, IL 60606
Roti 33 North Dearborn LLC 24-12425
33 N Dearborn
Chicago, IL 60602
Roti Constitution Square LLC 24-12427
1275 First Street NE
Washington, DC 20002
Roti Square 54, LLC 24-12428
2221 I Street NW
Washington, DC 2000
Business Description: The Debtors own and operate fast-casual
restaurants offering Mediterranean menu with
house-made meats, crisp vegetables, and
flavor-forward sauces.
Chapter 11 Petition Date: August 23, 2024
Court: United States Bankruptcy Court
Northern District of Illinois
Judge: Hon. Donald R Cassling
Debtors' Counsel: Michael P. Richman, Esq.
RICHMAN & RICHMAN LLC
122 W. Washington Avenue
Suite 850
Madison, WI 53703-2732
Tel: 608-630-8990
Fax: 608-630-8991
Debtors'
Special
Counsel: MUCH SHELIST, P.C.
Debtors'
Financial
Advisor: HARNEY PARTNERS
Roti Restaurants, LLC's
Estimated Assets: $0 to $50,000
Roti Restaurants, LLC's
Estimated Liabilities: $1 million to $10 million
Roti Restaurants Inc.'s
Estimated Assets: $0 to $50,000
Roti Restaurants Inc.'s
Estimated Liabilities: $1 million to $10 million
Roti 1311 F Street LLC's
Estimated Assets: $100,000 to $500,000
Roti 1311 F Street LLC's
Estimated Liabilities: $100,000 to $500,000
Roti 1629 K Street, LLC's
Estimated Assets: $100,000 to $500,000
Roti 1629 K Street, LLC's
Estimated Liabilities: $500,000 to $1 million
Roti 1747 Pennsylvania's
Estimated Assets: $100,000 to $500,000
Roti 1747 Pennsylvania's
Estimated Liabilities: $100,000 to $500,000
Roti 300 West Adams, LLC's
Estimated Assets: $100,000 to $500,000
Roti 300 West Adams, LLC's
Estimated Liabilities: $100,000 to $500,000
Roti 33 North Dearborn LLC's
Estimated Assets: $100,000 to $500,000
Roti 33 North Dearborn LLC's
Estimated Liabilities: $100,000 to $500,000
Roti Constitution's
Estimated Assets: $100,000 to $500,000
Roti Constitution's
Estimated Liabilities: $100,000 to $500,000
Roti Square 54's
Estimated Assets: $100,000 to $500,000
Roti Square 54's
Estimated Liabilities: $500,000 to $1 million
The petitions were signed by Justin Seamonds as manager.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/BC5COUQ/Roti_Restaurants_LLC__ilnbke-24-12410__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/E7DFWMA/Roti_Restaurants_Inc__ilnbke-24-12412__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/HWKB5CY/Roti_1311_F_Street_LLC__ilnbke-24-12415__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/YEKEKOQ/Roti_1629_K_Street_LLC__ilnbke-24-12416__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/YDLRP6I/Roti_1747_Pennsylvania_Avenue__ilnbke-24-12418__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/CVNXVLQ/Roti_300_West_Adams_LLC__ilnbke-24-12422__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/CTRP76A/Roti_33_North_Dearborn_LLC__ilnbke-24-12425__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/SNZFN3Y/Roti_Constitution_Square_LLC__ilnbke-24-12427__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/SWN427I/Roti_Square_54_LLC__ilnbke-24-12428__0001.0.pdf?mcid=tGE4TAMA
List of Roti Restaurants, LLC's 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. 300 West Adams LLC Claim of Landlord $80,179
PO Box 30353
Lockbox MSBAM
2012-C6 W Adams St
Tampa, FL 33630
2. CH Retail Fund II Claim of Landlord $88,114
Chicago Clearwater LLC
PO Box 852033
Richardson, TX 75085
3. Core Minneapolis LLC Claim of Landlord $98,280
Attn: Marc Lifshin
1643 N Milwaukee Ave
Chicago, IL 60647
4. Davis Building LLC Claim of Landlord $199,926
c/o Floyd E. Davis Co.
1629 K Street NW,
Suite 900
Washington, DC 20006
5. Deodato.co LLC Trade Vendor $48,000
70 Pine St Debt
Apt 1416
New York, NY 10005
6. GPI HRLP M AND O LP Claim of Landlord $151,560
PO Box 809233
Chicago, IL
60680-9201
7. Harper Court Holdings LLC Claim of Landlord $46,699
176 N Racine, Ste 200
c/o McCaffery
Interests Inc
Chicago, IL 60607
8. Infosync Services Services $56,908
1938 N. Woodlawn
Suite 110
Wichita, KS 67208
9. JBG/BC Chase Tower LP Claim of Landlord $168,068
Attn: Exec VP,
Comm. Asset Mgmnt
4445 Willard Ave,
Suite 400
Chevy Chase, MD 20815
10. Jemals Harris & Ewing LLC Claim of Landlord $90,270
c/o Douglas Development Corp.
702 H Street NW,
Suite 400
Washington, DC 20001
11. Lechunza LLC Claim of Landlord $881,352
55 East Jackson Boulevard
Suite 500
Chicago, IL 60604
12. Maiden Lane Properties Claim of Landlord $376,967
c/o Lalezarian Developers, Inc.
1999 Marcus
Avenue, Suite 310
New Hyde Park, NY 11042
13. Much Shelist Professional $43,642
8477 Solution Center Services
Chicago, IL
60677-8004
14. Nash Technologies Inc. Services $31,148
2261 Market Street
#4286
San Francisco, CA 94114
15. Provision Business Services $31,935
Solutions LLC
PO Box 158
Sedalia, CO 80135
16. Regency Centers LP Claim of Landlord $80,258
1568 Solutions Ctr
Chicago, IL
60677-7007
17. RV Avenue LLC / Claim of Landlord $232,869
Conservice
c/o Boston Properties
505 9th Street NW,
Suite 800
Washington, DC 20004
18. Schaumburg Meacham LLC Claim of Landlord $120,425
PO Box 851434
c/o Inwood National Bank
Richardson, TX 75085
19. SYSCO Trade Vendor $240,585
1390 Enclave Parkway
Houston, TX 77077
20. Bellissimo Trade Vendor $30,899
Distribution LLC
1550 Hecht Road
Bartlett, IL 60103
21. Uber Technologies Inc. Trade Vendor $25,948
1515 3rd St
San Francisco, CA 94158
22. 200 North Michigan Claim of Landlord $24,508
Owner LLC
c/o The John Buck Company
225 West
Washington St, Ste 2300
Chicago, IL 60606
23. Thanx Inc Trade Vendor $21,867
PO Box 8481
Pasadena, CA 91109
24. Dc.gov Trade Vendor $14,000
John A. Wilson Building
1350 Pennsylvania
Avenue NW
Washington DC 20004
25. Newcastle Retail Claim of Landlord $14,218
Management LLC
150 North Michigan Avenue
Suite 13610
Chicago, IL 60661
26. North Avenue Properties LLC Claim of Landlord $16,875
Attn: Kenneth Skolnik
1000 W. North Ave,
Suite 3
Chicago, IL 60622
27. BRI 1855 IDS Center Claim of Landlord $20,764
c/o Accesso Services LLC
80 S. Eighth Street,
Suite 650
Minneapolis, MN
55402
28. AmTrust Realty Claim of Landlord $21,458
Corp. A/A/F
33 N Dearborn St
Suite 1160
Chicago, IL 60602
29. Washington DC IV FGF LLC Claim of Landlord $28,462
Attn: Douglas M Firstenberg
PO Box 13470
Richmond, VA 23225
30. Travelers CL Trade Vendor $48,526
Remittance Center
13607 Collections
Ctr Dr
Chicago, IL 60693
RYVYL INC: Posts $12.1 Million Net Loss in Fiscal Q2
----------------------------------------------------
RYVYL, Inc. filed with the U.S. Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting a net loss of $12.1
million on $11.9 million of revenue for the three months ended June
30, 2024, compared to a net loss of $12 million on $14.8 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 $14.8 million on $28.7 million of revenue, compared to a
net loss of $20 million on $26.1 million of revenue for the same
period in 2023.
As of June 30, 2024, the Company had $109.03 million in total
assets, $100.4 million in total liabilities, and $8.6 million in
total stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/3ftw7xnt
About RYVYL, Inc.
San Diego, Calif.-based RYVYL Inc., together with its subsidiaries,
is a financial technology company that develops, markets, and sells
innovative blockchain-based payment solutions, which offer
significant improvements for the payment solutions marketplace.
For the year ended December 31, 2023, RYVYL reported a net loss of
$53.1 million, compared to a net loss of $49.2 million for the same
period in 2022.
Rowland Heights, Calif.-based Simon & Edward, LLP, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated March 25, 2024, citing that there has been a notable
decrease in the Company's processing volume during the first
quarter of 2024. This decrease is primarily due to the transition
of the QuickCard product in North America, which has resulted in a
significant decline in processing volume and revenue. Consequently,
this has affected the Company's short-term cash flow for operating
activities, jeopardizing its ability to continue as a going
concern.
S&S HOLDINGS: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on S&S
Holdings LLC Inc. (d/b/a S&S Activewear) and its 'B' issue-level
rating on its existing senior secured debt. Additionally, S&P
assigned its 'B' issue-level rating and '3' recovery rating to the
incremental first-lien term loan.
S&P said, "The stable outlook reflects our view that the company's
leverage will remain within our thresholds for the 'B' rating, and
our expectation that its cash flows will improve sequentially in
2026 as one-time investments decrease and cost synergies are
realized.
"S&S Activewear's acquisition of alphabroder represents a departure
from its historical tuck-in acquisition growth strategy, and
primarily using debt financing for a transaction of this size is
aggressive and will weaken credit metrics. With the plans to raise
roughly $1.2 billion of debt, we are projecting the company's S&P
Global Ratings-adjusted leverage to increase to the low-6x area
(pro forma for alphabroder acquisition contributions) from 4.7x as
of June 30, 2024. Still, these leverage levels remain below our
maximum tolerance at the current rating. Annual cash interest
outlays required on the roughly $2.2 billion debt in the capital
structure will increase by over 100% to around $200 million
annually, which will initially contribute to cash flow weakness;
however, the combination of these two businesses will bolster S&S
Activewear's scale and market share, and present opportunities to
reduce costs and operate more efficiently. These factors support
our expectations for deleveraging and improved free cash flow
generation in 2026 and beyond.
"In our view the acquisition of alphabroder will improve the
company's business characteristics, offsetting the increase in
leverage. The combination of the two companies should result in
economies of scale and significant cost synergies. Our updated
base-case forecast contemplates strong realization of cost savings
from the removal of duplicative expenses primarily through
distribution network consolidation and the elimination of redundant
corporate infrastructure saving the company around $75 million
annually. We anticipate that over time, S&S will consolidate at
least 5 of its 23 combined distribution centers. That said, we note
that the acquisition is a significant undertaking. It will roughly
double the company's revenue base; however, the integration and
associated cost savings will likely take time to achieve. In our
assessment the primary benefits of the acquisition, including the
increase in scale and duplicative cost removal opportunities, are
offset by the somewhat limited product, supplier, and channel
diversification benefits. If S&S successfully integrates the
acquisition achieving the targeted cost benefits on time and within
its budgeted expectations, we could take a more favorable view of
its business risk.
"While leverage remains appropriate for the 'B' rating, the
company's cash flow metrics will weaken. We expect reported free
operating cash flow (FOCF) to weaken, declining to $5 million to
$10 million in 2025 from around $50 million in 2024. The decrease
reflects higher interest costs and the cash costs to realize
synergies in combination with large outlays to automate its
distribution facilities. We think S&S will incur around $80 million
in costs to achieve synergies within the first year of acquiring
alphabroder, and at the same it will continue to invest in
distribution center automation with around $50 million in 2025
capex spend.
"These investments will depress near-term cash flow, with total
liquidity of about $800 million following the transaction which
should provide S&S with adequate capacity to handle seasonality in
its business and manage intra-year cash needs. Our rating
affirmation reflects our view these investments will decline in
2026 and 2027. We view the company's automation investments
favorably as they are ultimately discretionary, and necessary to
improve its efficiency and competitiveness over the longer term.
"Material delays or underperformance against the significant
targeted cost savings could result in pressure on the ratings. The
acquisition of alphabroder represents a significant undertaking,
and a departure from the company's historical tuck-in acquisition
growth strategy. Its cushion at the 'B' rating could narrow if
leverage remains elevated, or its cash flow metrics remain
suppressed due to underperformance against the acquisition
integration, a decline in customer demand, or additional aggressive
financial policy choices. While not contemplated under our
base-case forecast, we think a delay in cost-savings achievement is
more likely than any significant shortfall in overall attainment.
This is because we expect the company will exercise caution as it
consolidates facilities to manage its distribution loads and
optimize capacity which could slow the pace of savings realization
while not necessarily affecting total achievement.
"The stable outlook reflects our view that the company's leverage
will remain within our thresholds for the 'B' rating, and our
expectation that its cash flows will improve sequentially in 2026
as one-time investments decrease and cost synergies are realized."
SCILEX HOLDING: Reports $37.6 Million Net Loss in Fiscal Q2
-----------------------------------------------------------
Scilex Holding Company filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $37.6 million on $16.4 million of net revenue for the three
months ended June 30, 2024, compared to a net loss of $26.6 million
on $12.6 million of net revenue for the three months ended June 30,
2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $62 million on $27.3 million of net revenue, compared to a
net loss of $57.4 million on $23.2 million of net revenue for the
same period in 2023.
As of June 30, 2024, the Company had $104.5 million in total
assets, $319.2 million in total liabilities, and $214.7 million in
total stockholders' deficit.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/2wjy3958
About Scilex Holding
Headquartered in Palo Alto, Calif., Scilex Holding Company is
focused on acquiring, developing, and commercializing non-opioid
pain management products for the treatment of acute and chronic
pain. Scilex targets indications with high unmet needs and large
market opportunities with non-opioid therapies for the treatment of
patients with acute and chronic pain and is dedicated to advancing
and improving patient outcomes. Scilex's commercial products
include: (i) ZTlido (lidocaine topical system) 1.8%, a prescription
lidocaine topical product approved by the U.S. Food and Drug
Administration for the relief of neuropathic pain associated with
postherpetic neuralgia, which is a form of post-shingles nerve
pain; (ii) ELYXYB, a potential first-line treatment and the only
FDA-approved, ready-to-use oral solution for the acute treatment of
migraine, with or without aura, in adults; and (iii) Gloperba, the
first and only liquid oral version of the anti-gout medicine
colchicine indicated for the prophylaxis of painful gout flares in
adults, expected to launch in the first half of 2024.
Scilex incurred net losses of $114.3 million, $23.4 million, and
$88.4 million for the years ended December 31, 2023, 2022, and
2021, respectively.
San Diego, California-based Ernst & Young LLP, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated March 11, 2024, citing that the Company has negative
working capital, has suffered losses from operations, has recurring
negative cash flows from operations, and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern.
SECURE ACQUISITION: Moody's Lowers 1st Lien Term Loan to 'B3'
-------------------------------------------------------------
Moody's Ratings affirmed Secure Acquisition Inc.'s (d/b/a Paragon
Films ("Paragon") corporate family rating at B3 and probability of
default rating at B3-PD. At the same time, Moody's downgraded
Paragon's first lien senior secured first lien term loan to B3 from
B2 after receiving final document terms, which included an
additional $100 million add on to the existing first lien secured
term loan. The B3 rating for the first lien senior secured term
loan that was assigned on July 15, 2024 has been withdrawn. In
addition, the $100 million senior secured second lien term loan has
been withdrawn upon repayment with the additional senior secured
first lien debt. The B3 rating on the senior secured first lien
revolving credit facility has been reviewed in the rating committee
and remains unchanged. The outlook remains stable.
The affirmation of the CFR is driven by an expected positive trend
in volumes in 2024, given the end of destocking, and benefits from
procurement initiatives, pricing actions, and product mix. The
company continues to invest in capacity expansion and win new
business. Moody's expect credit metrics to modestly improve over
the next twelve to eighteen months.
The B3 rating on the first lien term loan reflects the addition of
$100 million to the size of the senior secured first lien term loan
tranche and the full repayment of the $100 million senior secured
second lien term tranche. As a result, loss absorption previously
provided by the senior secured second lien term loan has been
reduced, exposing the senior secured first lien term loan tranche
to greater loss in a distressed scenario. In addition, the senior
secured first lien term loan tranche is now the preponderance of
debt in Paragon's capital structure, and therefore is evenly rated
with the company's B3 CFR. The B3 rating on the first lien
revolving credit facility remains unchanged, as it is already rated
in line with the B3 CFR.
RATINGS RATIONALE
Paragon's B3 CFR reflects the company's robust EBITDA margin
enabled by the production from its proprietary equipment, process
technology, and patented formulations in high performance stretch
films that serve a niche in a competitive market, including
relative to larger players. The company has long term relationships
with customers in relatively stable end markets, including
e-commerce, consumer products, and food & beverage.
Paragon's credit rating is constrained by its small scale of less
than $300 million in revenue, limited operating footprint, a single
product portfolio (stretch films), and customer concentration. In
addition, the company has an aggressive financial policy that
includes operating with high debt leverage in the 6.0x to 6.5x area
and interest coverage between 1.5x and 2.0x, despite the benefit of
an interest rate hedge expiring in 2026.
Paragon has adequate liquidity, supported by an undrawn $45 million
revolving credit facility. Moody's expect Paragon to generate
close to breakeven free cash flow in 2024 before turning slightly
positive in 2025. Cash balances are minimal.
The stable outlook reflects Moody's expectation that the company
will continue to generate robust EBITDA margin and efficiently
improve scale through organic growth initiatives.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company sustains
debt-to-EBITDA (Moody's adjusted) below 5.5x, generates free cash
flow-to-debt above 3.5%, and maintains good liquidity.
The ratings could be downgraded if there is a deterioration in
liquidity, and debt-to-EBITDA (Moody's adjusted) and
EBITDA-to-interest expense are sustained above 6.5x and below 2.0x,
respectively.
Headquartered in Broken Arrow, Oklahoma, Secure Acquisition Inc.
(d/b/a Paragon Films) is a manufacturer of high-performance and
ultra-performance stretch films used to palletize goods for storage
and transit. For the last twelve months ended March 31, 2024,
Paragon generated revenue of $253 million.
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers published in
December 2021.
SIRVA INC: S&P Downgrades ICR to 'SD' on Distressed Debt Exchange
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on relocation
and moving services provider SIRVA Inc. to 'SD' (selective default)
from 'CCC' and its issue-level ratings on the affected issues to
'D'.
S&P plans to review the company's new capital structure, business
prospects, and liquidity as soon as practicable. At that time, S&P
expects to raise its issuer credit rating on SIRVA to the mid- to
high-end of the 'CCC' category.
SIRVA Inc. has completed a debt exchange with the holders of its
first- and second-lien debt.
S&P said, "We view the debt exchange as tantamount to a default
because the debtholders received less value than they were
originally promised. We understand SIRVA exchanged a $378 million
first-lien term loan, a $56 million revolver, $55 million of
first-lien secured notes, and a $126 million second-lien term loan
for a new $325 million first-lien term loan maturing in August
2029, common equity and $174 million convertible preferred stock.
SIRVA also upsized the super priority first-lien loan (matures in
February 2029) it issued earlier this year to $126 million from $64
million. The company extinguished the shareholder revolver and loan
as part of the transaction. The capacity of SIRVA's securitization
facility will remain unchanged at $345 million, though it has
extended its maturity date by three years. In addition, the new
first-lien term loan will not amortize and there are PIK components
to the company's interest payments.
"We plan to reassess our ratings on SIRVA in the near term. We will
focus on the company's operating prospects, including how mortgage
rates and home-sale volumes will affect its corporate relocations
business. As part of the transaction, SIRVA's debt is reduced by
over $300 million. We believe SIRVA's new, lower-debt capital
structure will substantially decrease its annual debt service
costs, though we expect its cash generation will remain slim over
the next year or two as it overcomes its performance challenges and
integration issues."
SIRVA is a global provider of relocation and moving services. It
offers mobility services to 1,800 primarily corporate customers,
consumers, and military and government agencies.
SKC PROPERTIES: Hires Graham Properties as Property Manager
-----------------------------------------------------------
SKC Properties, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Hawaii to employ Graham Properties Inc. as
commecial property manager.
The Debtor requires services of a commercial property manager to
manage the 1029 Kapahulu property.
The firm charge a monthly fee of 6 percent of gross revenue
collected from tenants at 1029 Kapahulu Avenue plus GET
(approximately $6,700 per month).
Graham Properties does not hold or represent an interest adverse to
the estate, according to court filings.
The firm can be reached through:
Kay Nakano
Graham Properties Inc.
1149 S Beretania St.
Honolulu, HI 96814
Phone: (808) 593-9394
About SKC Properties, LLC
SKC Properties, LLC is primarily engaged in renting and leasing
real estate properties.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Hawaii Case No. 24-00405) on April 29,
2024. In the petition signed by Sharon S. Lawler, member, the
Debtor disclosed up to $50 million in both assets and liabilities.
Judge Robert J. Faris oversees the case.
Choi & Ito represents the Debtor as legal counsel.
SOLID BIOSCIENCES: Posts $25.1 Million Net Loss in Fiscal Q2
------------------------------------------------------------
Scilex Holding Company filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $25.1 million for the three months ended June 30, 2024, compared
to a net loss of $24.6 million for the three months ended June 30,
2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $49.4 million, compared to a net loss of $54.7 million for
the same period in 2023.
As of June 30, 2024, the Company had an accumulated deficit of
$708.1 million and used $46.7 million of cash in operations for the
six months ended June 30, 2024. The Company expects to continue to
generate operating losses for the foreseeable future. Based upon
its current operating plan, the Company expects that its cash, cash
equivalents and available-for-sale securities of $190.3 million
excluding restricted cash of $1.9 million, as of June 30, 2024,
will be sufficient to fund its operating expenses and capital
expenditure requirements for at least twelve months from the date
of issuance of these condensed consolidated financial statements.
However, the Company has based this estimate on assumptions that
may prove to be wrong, and its operating plan may change as a
result of many factors currently unknown to it. As a result, the
Company could deplete its capital resources sooner than it
currently expects. The Company expects to finance its future cash
needs through a combination of equity offerings, debt financings,
collaborations, strategic partnerships and alliances, or licensing
arrangements. If the Company is unable to obtain funding, the
Company would be forced to delay, reduce or eliminate some or all
of its research and development programs, preclinical and clinical
testing, or commercialization efforts, which could adversely affect
its business prospects.
As of June 30, 2024, the Company had $231 million in total assets,
$37.7 million in total liabilities, and $193.2 million in total
stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/ywve74np
About Solid Biosciences
Charlestown, Mass.-based Solid Biosciences, Inc. is a life sciences
company focused on advancing a portfolio of current and future gene
therapy candidates, including SGT-003 for the treatment of Duchenne
muscular dystrophy, SGT-501 for the treatment of catecholaminergic
polymorphic ventricular tachycardia, and additional assets for the
treatment of cardiac and other diseases, at different stages of
development with varying levels of investment.
The Company cautioned in its Form 10-Q Report for the quarterly
period ended March 31, 2024, that substantial doubt exists about
its ability to continue as a going concern. According to the
Company, as of March 31, 2024, it had an accumulated deficit of
$683.1 million. During the three months ended March 31, 2024, the
Company incurred a net loss of $24.3 million and used $25.2 million
of cash in operations. The Company expects to continue to generate
operating losses in the foreseeable future. Based upon its current
operating plan, the Company expects that its cash, cash
equivalents, and available-for-sale securities of $206.1 million,
excluding restricted cash of $1.8 million, as of March 31, 2024,
will be sufficient to fund its operating expenses and capital
expenditure requirements for at least 12 months. However, the
Company has based this estimate on assumptions that may prove to be
wrong, and its operating plan may change as a result of many
factors currently unknown to it.
As a result, the Company could deplete its capital resources sooner
than it currently expects. The Company expects to finance its
future cash needs through a combination of equity offerings, debt
financings, collaborations, strategic partnerships and alliances,
or licensing arrangements. If the Company is unable to obtain
funding, the Company would be forced to delay, reduce, or eliminate
some or all of its research and development programs, preclinical
and clinical testing, or commercialization efforts, which could
adversely affect its business prospects.
SOORMA TRUCKING: Dawn Maguire Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Region 14 appointed Dawn Maguire, Esq., at
Guttilla Murphy Anderson, as Subchapter V trustee for Soorma
Trucking, LLC.
Ms. Maguire will be paid an hourly fee of $350 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Maguire declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Dawn Maguire, Esq.
Guttilla Murphy Anderson
5415 East High Street, Suite 200
Phoenix, AZ 85054
Telephone: (480) 304-8300
Fax: (480) 304-8301
Email: TrusteeMaguire@gamlaw.com
About Soorma Trucking
Soorma Trucking, LLC is a transportation and logistics provider in
Litchfield Park, Ariz. The Debtor offers, among other services,
freight trucking, refrigerated freight trucking, expedited freight
trucking, expedited less than truckload, logistics, retail trade
trucking, and freeze protection.
Soorma Trucking filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. D. Ariz. Case No. 24-06706) on August
14, 2024, with $1 million to $10 million in both assets and
liabilities. Saurabh Bhatti, managing member, signed the petition.
Judge Madeleine C. Wanslee presides over the case.
Allan D. NewDelman, Esq., at Allan D. NewDelman, P.C. represents
the Debtor as legal counsel.
SOVEREIGN TAP: Seeks to Hire Timothy Culbertson as Legal Counsel
----------------------------------------------------------------
Sovereign Tap, LLC filed an amended application seeking approval
from the U.S. Bankruptcy Court for the Northern District of
Illinois to employ Timothy Culbertson, Esq., an attorney practicing
at Chicago, Illinois, as its legal counsel.
The attorney will negotiate with creditors, prepare a plan and
disclosure statement, examine and resolve claims filed against the
estate, and prepare and prosecute adversary matters.
The attorney will be compensated at a discounted rate of $350 per
hour. Mr. Culbertson also received a retainer in the amount $12,500
of which $1,738 was used as payment for the filing fees.
Mr. Culbertson disclosed in a court filing that he is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The attorney can be reached at:
Timothy C. Culbertson, Esq.
P.O. Box 56020
Chicago, IL 60656
Telephone: (847) 913-5945
Email: tcculb@gmail.com
About Sovereign Tap
Sovereign Tap, LLC, owns and operates a restaurant serving food, a
first-class craft beer program, and handcrafted cocktails, filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. N.D. Ill. Case No. 24-10013) on July 10, 2024, with
$182,033 in assets and $1,239,797 in liabilities. Rafael Gomez,
manager, signed the petition.
Judge Jacqueline P. Cox handles the case.
Timothy C. Culbertson, Esq., represents the Debtor as legal
counsel.
SPHERE 3D: Reports $2.1 Million Net Income in Fiscal Q2
-------------------------------------------------------
Sphere 3D Corp. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net income
of $2.1 million on $4.7 million of total revenue for the three
months ended June 30, 2024, compared to a net loss of $4.8 million
on $5.5 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 $2.4 million on $11.6 million of total revenue, compared to
a net loss of $8.2 million on $8.5 million of total revenue for the
same period in 2023.
CFO Comments
"Despite some challenges in the second quarter, including a 50%
reduction in block rewards and temporary interruptions from certain
hosting partners, we are excited to share that our first shipment
of S21s were energized in July", said Kurt Kalbfleisch, Chief
Financial Officer of Sphere 3D. "This marks an important milestone
in our long-term strategy to refresh and enhance our fleet. As we
continue to upgrade our equipment, we remain committed to pursuing
strategic opportunities, including potential mergers, that will
position us for sustained growth and success in the future."
As of June 30, 2024, the Company had $44 million in total assets,
$3.9 million in total current liabilities, $6.7 million in
temporary equity, and $33.4 million in total stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/27z583d3
About Sphere 3D
Sphere 3D Corp. (NASDAQ: ANY) -- Sphere3D.com -- is a
cryptocurrency miner growing its industrial-scale Bitcoin mining
operation through the capital-efficient procurement of
next-generation mining equipment and partnering with best-in-class
data center operators. Sphere 3D is dedicated to growing
shareholder value while honoring its commitment to strict
environmental, social, and governance standards.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
March 13, 2024, citing that the Company has suffered recurring
losses from operations and does not expect to have sufficient
working capital to fund its operations, which raises substantial
doubt about its ability to continue as a going concern.
Sphere 3D incurred a net loss of approximately $23.3 million for
the year ended December 31, 2023.
STAR WELLINGTON: Case Summary & Seven Unsecured Creditors
---------------------------------------------------------
Debtor: Star Wellington, LLC
d/b/a Franco Italian Bistro
d/b/a Victor's Pizza Cafe
10160 Forest Hill Blvd
Ste 130
Wellington, FL 33414
Business Description: The Debtor is a restaurant that offers a
fusion of Italian flavors and Franco flair.
Chapter 11 Petition Date: August 23, 2024
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 24-18574
Debtor's Counsel: Dana Kaplan, Esq.
KELLEY KAPLAN & ELLER, PLLC
1665 Palm Beach Lakes Blvd
The Forum - Suite 1000
West Palm Beach, FL 33401
Tel: 561-491-1200
Email: dana@kelleylawoffice.com
Total Assets: $314,093
Total Liabilities: $2,443,171
The petition was signed by Adam Hopkins as manager and owner.
A full-text copy of the petition containing, among other items, a
list of the Debtor's seven unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/M7QNTWQ/Star_Wellington_LLC__flsbke-24-18574__0001.0.pdf?mcid=tGE4TAMA
TBOTG DEVELOPMENT: Seeks to Extend Plan Exclusivity to October 14
-----------------------------------------------------------------
TBOTG Development, Inc. d/b/a The Bluffs On The Guadalupe asked the
U.S. Bankruptcy Court for the Western District of Texas to extend
its exclusivity periods to file a plan of reorganization and obtain
acceptance thereof to October 14 and December 16, 2024,
respectively.
The Debtor believes the relevant factors weigh in favor of
extending exclusivity. First, the instant case has been designated
as a complex case and involves thousands of creditors, scores of
contracts, hundreds of employees, and complex interplays between
interested parties. That complexity and decision not to file a
proof of claim by Whitewater Investment Partners, LP has required
more time for a full analysis and forward-looking plan than the
initially allotted 120 days.
Second, the Debtor has been working to stabilize its business,
define completion expenses, and to forecast future performance
based on the development status. Additional time will be help to
improve accuracy of the Debtor's forecasts.
Third, the Debtor is generally paying its post-petition debts as
they come due subject to budgeting.
Fourth, the Debtor believes it has reasonable prospects for
confirming a viable plan.
Fifth, this is the Debtor's first request and the case has only
been pending for 119 days.
TBOTG Development, Inc., is represented by:
Kell C. Mercer, Esq.
Kell C. Mercer, P.C.
901 S. Mopac Expy. Bldg. 1, Ste. 300
Austin, TX 78746
Telephone: (512) 627-3512
Email: kell.Mercer@mercer-law-pc.com
About TBOTG Development
TBOTG Development, Inc., owns and operates The Bluffs on The
Guadalupe, a subdivision in Comal County, Texas, having an
appraised value of $32.1 million.
TBOTG Development filed a Chapter 11 petition (Bankr. W.D. Texas
Case No. 24-10411) on April 16, 2024, with $35,996,538 in total
assets and $22,885,007 in total liabilities. William T. Korioth,
president, signed the petition.
Judge Shad Robinson oversees the case.
Kell C. Mercer, PC and Armbrust & Brown, PLLC serve as the Debtor's
bankruptcy counsel and special litigation counsel, respectively.
TCI HOLDINGS: Stephen Darr Named Subchapter V Trustee
-----------------------------------------------------
The U.S. Trustee for Region 1 appointed Stephen Darr of Huron
Consulting Group as Subchapter V trustee for TCI Holdings, LLC.
Mr. Darr will be paid an hourly fee of $825 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Darr declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Stephen Darr
Huron Consulting Group
265 Franklin Street, Suite 402
Boston MA 02110
Phone: (617) 226-5593
Email: sdarr@hcg.com
About TCI Holdings
TCI Holdings, LLC, a company in Pittsfield, Mass., is engaged in
activities related to real estate.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Mass Case No. 24-30411) on August 14,
2024, with $1 million to $10 million in both assets and
liabilities. Jacob Trudeau, resident, signed the petition.
Andrea M. O'Connor, Esq., at Fitzgerald Law, P.C. represents the
Debtor as bankruptcy counsel.
TECTA AMERICA: Moody's Hikes CFR to B1 & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Ratings upgraded Tecta America Corp's Corporate Family
Rating to B1 from B2, Probability of Default Rating to B1-PD from
B2-PD and senior secured first lien bank credit facility ratings to
B1 from B2. The outlook changed to stable from positive.
"Tecta's ratings upgrade to B1 and stable outlook reflect the
company's healthy operating performance and commitment to a
moderate leverage profile," said Justin Remsen, Moody's Ratings
Assistant Vice President.
"With leverage less than 4x debt/EBITDA, Tecta can deploy free cash
flow to relatively low multiple bolt-on acquisitions. Further, the
company's robust backlog and non-discretionary commercial roofing
services positions the company well to withstand a more challenging
economic environment," added Remsen.
Governance considerations were a key driver of the rating action.
The company has committed to an adjusted net leverage target of 4x,
absent material acquisitions. That said, Moody's view the company's
financial policy as a risk given the concentrated ownership and
debt funded dividend in 2021.
RATINGS RATIONALE
Tecta's B1 CFR reflects the company's market position as a leading
providers of roofing maintenance and replacement services to a
diversified set of commercial and industrial end markets, its broad
customer base, and nationwide footprint. Tecta's solid operating
margins, predictable free cash flow and good liquidity profile are
also supportive of the rating.
The rating also reflects Tecta's vulnerability to cyclical end
markets, including exposure to new commercial construction. Moody's
also consider governance characteristics, including its
concentrated ownership and control, and potential for debt funded
shareholder distributions.
Moody's expect Tecta will maintain a good liquidity profile
supported by around $172 million in cash at March 30, 2024. The
liquidity is also supported by an undrawn $185 million revolver and
expectation of over $75 million of free cash flow in 2024 and 2025.
Tecta's first lien senior secured revolving credit facility's
principal financial covenant is based on revolver usage. If the
revolver usage exceeds 35% of commitments, Tecta then must maintain
a first lien leverage ratio of no more than 8.15x. Moody's do not
expect the net leverage covenant ratio test to be triggered over
the next 12 months. The company's existing term loan does not have
any financial covenants.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Debt-to-EBITDA approaches 3.5x,
retained cash flow-to-net debt is sustained approaches 20%, and the
company maintains good liquidity. A sustained commitment to a less
aggressive financial policy or a reduction in ownership
concentration could also lead to an upgrade.
Alternatively, the ratings could be downgraded if Debt-to-EBITDA is
sustained above 4.5x, retained cash flow-to-net debt falls below
15%, the company takes a very aggressive financial policy action
including shareholder dividends, or liquidity deteriorates
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Headquartered in Rosemont, IL, Tecta America Corp provides roofing
maintenance and replacement services to the commercial and
industrial end markets in the US. Altas Partners, through its
affiliates, is the majority owner of Tecta along with a minority
interest from Leonard Green Partners. Revenue for the twelve months
ending March 31, 2024 was about $1.3 billion.
TINA MARSHALL: Unsecureds Will Get 100% of Claims in Plan
---------------------------------------------------------
Tina M. Marshall, D.D.S., P.C., filed with the U.S. Bankruptcy
Court for the Eastern District of Michigan a Plan of Reorganization
under Subchapter V dated July 31, 2024.
Organized in 2003, the Debtor is a full-service dentistry practice
with locations in Lake Orion and Clinton Township, Michigan. The
Debtor is owned by Dr. Tina M. Marshall, D.D.S. and Dr. Marisa
Oleski, D.M.D.
The Debtor filed this bankruptcy to reorganize its financial
affairs to better meet market demand in the current environment.
The Debtor is confident in its ability to emerge from its
reorganization as a stronger, more efficient, operation while
furthering its mission of providing patients with quality care.
Class V consists of the Holders of Allowed Unsecured Claims against
the Debtor. This Class will receive a distribution of 100% of their
allowed claims. Neither pre-confirmation interest nor
post-confirmation interest on Allowed Class V Claims will be paid.
A Creditor in this Class shall receive a pro rata distribution
incident to its Allowed Unsecured Claim based on the distribution
schedule:
* One payment of $79,841.00 on or before November 30, 2024;
* One payment of $79,841.00 on or before December 31, 2024;
and
* Quarterly payments in the amount of $239,523.00 per payment
from March 31, 2025 through June 30, 2028. Such payments shall be
made on or before each March 31, June 30, September 30, and
December 31, respectively.
Class V shall consist of the Interests of the Debtor. Holders of
the Interests shall retain their interests in the Debtor and
Reorganized Debtor in the same manner as percentage upon
confirmation of the Plan.
On the Effective Date, all of the Debtor's rights, titles, and
interests in and to all of its property shall revest in the
Reorganized Debtor free and clear of any claims or interests,
including liens, except as expressly provided in this Plan. The
Debtor shall be discharged from its status as debtor and its
affairs and business shall be thereafter conducted by the
Reorganized Debtor without Court supervision, except as may be
governed by this Plan.
A full-text copy of the Plan of Reorganization dated July 31, 2024
is available at https://urlcurt.com/u?l=YFgmuX from
PacerMonitor.com at no charge.
Counsel for the Debtor:
STEVENSON & BULLOCK, P.L.C.
Elliot G. Crowder, Esq.
26100 American Drive, Suite 500
Southfield, MI 48034
Telephone: (248) 354-7906
Facsimile: (248) 354-7907
Email: cbullock@sbplclaw.com
ecrowder@sbplclaw.com
About Tina Marshall D.D.S.
Organized in 2003, Tina Marshall D.D.S., P.C. is a full-service
dentistry practice with locations in Lake Orion and Clinton
Township, Mich., offering general and cosmetic dentistry services.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-45906) on June 17,
2024, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. Dr. Marisa Oleski, D.M.D., shareholder,
signed the petition.
Judge Maria L. Oxholm presides over the case.
Elliot G. Crowder, Esq., at Stevenson & Bullock, P.L.C. represents
the Debtor as legal counsel.
TLC KID'S CENTER: Case Summary & 12 Unsecured Creditors
-------------------------------------------------------
Debtor: TLC Kid's Center, Inc.
TLC Kids Therapy
Lloyd and Robbie Dunn
502 E Ramsey Rd
San Antonio, TX 78216-4639
Business Description: TLC Kid's is a family-owned pediatric
therapy clinic that offers occupational
therapy, physical therapy, speech
therapy, Applied Behavioral Services (ABA),
and feeding therapy.
Chapter 11 Petition Date: August 23, 2024
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 24-51614
Judge: Hon. Craig A Gargotta
Debtor's Counsel: Paul Steven Hacker, Esq.
HACKER LAW FIRM, PLLC
3355 Cherry Ridge Ste. 214
San Antonio TX 78230
Tel: (210) 595-2045
Email: steve@hackerlawfirm.com
Total Assets: $237,655
Total Liabilities: $1,672,501
The petition was signed by Lloyd Dunn as authorized signatory and
secretary.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 12 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/LD7CTEY/TLC_KIDS_CENTER_INC__txwbke-24-51614__0001.0.pdf?mcid=tGE4TAMA
TOPGOLF CALLAWAY: Moody's Puts 'B1' CFR Under Review for Downgrade
------------------------------------------------------------------
Moody's Ratings placed the ratings of Topgolf Callaway Brands Corp.
under review for downgrade, consisting of the company's B1
Corporate Family Rating, B1-PD Probability of Default Rating, and
the B1 rating on the senior secured term loan B. Topgolf Callaway's
SGL-2 speculative grade liquidity rating is unchanged. Topgolf
Callaway's outlook was previously negative.
On August 7, 2024, Topgolf Callaway announced [1] that the company
was considering strategic alternatives for the Topgolf
International, Inc. (TGI) entertainment business including a
potential tax-free spinoff of the segment into an independent
company.
Moody's are placing Topgolf Callaway's ratings on review for
downgrade because Moody's expect the company's leverage to remain
elevated due to operating pressures, and due to the negative credit
effects of a potential spin-off. Topgolf generates roughly 50% of
Topgolf Callaway's EBITDA, and spinning-off Topgolf would likely
increase Topgolf Callaway's already very high leverage and remove
assets that provide collateral on the company's term loan, which
Moody's expect would stay with the golf equipment and apparel
business. Deteriorating operating performance, coupled with a rise
in debt and lease financing for venue expansion, has led to very
high leverage. Topgolf is seeing same-venue-sales decline as
consumer traffic has moderated and Moody's anticipate that Topgolf
Callaway's debt-to-EBITDA leverage will remain above 6.0x over the
next 12-18 months. Good golf participation continues to support the
Callaway golf business, but the company is projecting a modest
earnings decline in the segment that Moody's believe is in part
driven by the cumulative effect of high inflation on discretionary
consumer spending. A Topgolf spin-off will also reduce Topgolf
Callaway's revenue and earnings diversity.
A potential spin-off of the Topgolf entertainment business would
result in a sharp reversal in strategy given that the company
acquired Topgolf only recently in March 2021. Since the
acquisition, the company refinanced Topgolf's term loan into a
larger term loan at the holding company that Moody's anticipate
will remain with the golf equipment and apparel business. In
addition, the company's term loan has increased relative to the
pre-acquisition level in part to fund Topgolf's venue expansion
that has led to significant capital spending. As a result, there is
potential for the golf equipment and apparel business to have a
much higher debt burden than prior to the Topgolf acquisition.
Moody's project debt-to-EBITDA ratio for a standalone Callaway,
including Moody's adjustments, to rise above 7.0x from 6.6x for the
last 12 months ending June 2024 (on a combined basis), which is
above Moody's expectations for the ratings. While Callaway could
gradually lower its debt through free cash flow generation, this
process is expected to be slow. A substantial reduction in leverage
would more likely necessitate using cash from the transaction to
pay down debt.
In the review, Moody's will assess (1) Topgolf Callaway's earnings
prospects on a combined entity basis as well as for the golf
equipment and apparel business if the company divests Topgolf, (2)
the company's ability to repay debt and reduce leverage from free
cash flow on a combined and standalone basis, or by monetizing or
extracting cash from the Topgolf business as part of a spin-off,
(3) the company's financial policies including for leverage,
shareholder distributions, acquisitions and planned use of cash,
and (4) the company's strategic operating focus including potential
operational benefits from a spin-off such as reduced operational
complexity and exposure to the competitive entertainment business,
and lower capital spending through avoiding the need to fund
Topgolf's venue expansion and negative free cash flow when
excluding proceeds from lease financing. If the company proceeds
with a Topgolf spin-off, Moody's would also assess the credit
metrics appropriate for the ratings.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
Topgolf Callaway's existing B1 CFR reflects its very high financial
leverage particularly given the discretionary nature of the
golf-related entertainment and golf equipment, accessories and
apparel categories. The Topgolf business is capital intensive and
the use of debt and large lease financing increases the sensitivity
of credit metrics to declines in earnings that may result from
competition from adjacent or alternative entertainment options or
declines in discretionary consumer spending. Low single digit same
venue sales growth at TGI facilities open for several years leads
to a need for new venue expansion into underpenetrated markets to
help drive earnings growth. Moody's expect debt-to-EBITDA will stay
above 6.0x over the next 12-18 months as the company is facing
weaker consumer traffic at Topgolf venues and the EBITDA margin is
expected to decline. TGI continues to focus on expanding to new
venues which is also increasing the company's lease liabilities.
Topgolf Callaway's credit profile is supported by its strong market
position and good geographic and segment diversification within
golf-related categories. The credit profile also reflects Topgolf
Callaway's good liquidity, large scale, and good product
performance from the golf equipment business. The company also has
the ability to adjust the level of future investment in Topgolf
should market conditions turn negative.
In addition to a downgrade related to a possible spin-off of the
Topgolf business, the ratings based on the current asset profile
could be downgraded if operating earnings do not improve, liquidity
deteriorates, or ongoing investments in TGI detract from the
company's ability to reduce financial leverage from current high
levels. A downgrade could also occur if Moody's adjusted
debt-to-EBITDA is sustained above 5.5x or there is a deterioration
in returns on the TGI entertainment business or the gold equipment
and apparel business due to shifts in consumer demand, rising costs
or increased competition.
Ratings for the existing asset base could be upgraded if operating
performance is stable or improves across the company's golf and
apparel businesses, and returns on the TGI investments are good. An
upgrade would also require the company to maintain good liquidity,
generate consistent and comfortably positive free cash flow and
improve EBITDA such that debt-to-EBITDA is sustained below 4.0x.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS
Topgolf Callaway Brands Corp.'s CIS-4 credit impact score indicates
the rating is lower than it would have been if ESG risk exposures
did not exist. Governance risk is the primary driver of the CIS
score with lesser impact from environmental and social risks.
Governance risk is driven primarily by the company's financial
strategy and risk management policies as seen with very high
financial leverage from debt financed acquisitions and high funding
needs to support Top Golf's venue growth plans. From a governance
standpoint, the company's decision to possibly spin-off Topgolf
would represent a reversal in the company's strategic direction and
will likely result in a weaker financial position at the Callaway
golf equipment and retained apparel businesses than prior to the
acquisition.
The principal methodology used in these ratings was Consumer
Durables published in September 2021.
Topgolf Callaway Brands Corp., (formerly known as Callaway Golf
Company) is headquartered in Carlsbad, CA, and manufactures and
sells golf clubs, golf balls, and golf and lifestyle apparel and
accessories. The company's portfolio of global brands includes
Callaway Golf, Odyssey, OGIO, TravisMathew and Jack Wolfskin.
Topgolf Callaway also wholly owns Topgolf International, Inc.
(TGI), a business it acquired in March 2021 that owns and operates
89 golfing entertainment centers in the US, four in the U.K., and
an additional five international franchised locations. Topgolf
Callaway is a publicly-traded company with consolidated revenue of
$4.2 billion for the 12 months ended June 30, 2024 (including TGI).
TOPGOLF CALLAWAY: S&P Places 'B+' ICR on CreditWatch Negative
-------------------------------------------------------------
S&P Global Ratings placed all its ratings on U.S.-based golf
equipment, apparel, and entertainment company Topgolf Callaway
Brands Corp. (TCB), including the 'B+' issuer credit rating, on
CreditWatch with negative implications.
S&P expects to resolve the CreditWatch placement as details
regarding the timing and outcome of the strategic review become
more clear.
The CreditWatch placement reflects the potential for a lower rating
despite TCB's announced strategic review, which may end with the
spin-off of the Topgolf segment. S&P said, "The company stated this
review will include evaluating Topgolf's growth opportunities and
the potential separation of Topgolf through a spin-off, a decision
process we view as uncertain. Still, we recognize that while a
potential Topgolf spin-off could result in cash proceeds that could
be used to pay down debt, a spin could weaken the remaining
company's competitive position because of a narrower focus on golf
equipment and apparel."
The CreditWatch placement also considers TCB's weaker-than-expected
performance through the second quarter ended June 30, 2024, and
lower guidance. For the trailing months ended June 30, 2024, sales
increased 1.3% and S&P Global Ratings-adjusted EBITDA margins
improved modestly (around 60 basis points) to 16.6%. S&P said, "We
had previously expected 2024 sales to expand nearly 4% and adjusted
EBITDA margins of 17.8% versus 16.6% last year. TBC's credit
quality weakened over the last year, largely due to lower sales and
EBITDA at Topgolf, negatively affected by a decline in corporate
events and uneven consumer spending. We expect consumer pressures
are unlikely to abate over the next 12 months as economic growth
slows in a post-inflationary environment."
S&P said, "We expect to resolve the CreditWatch placement as
details regarding the timing and outcome of the strategic review
become more clear.
"We would likely lower the rating if the company forgoes a spin-off
of Topgolf. We could alternatively lower the rating even if the
company were to spin off the TopGolf segment if business conditions
deteriorate further or we come to view the company's competitive
position as more limited post-spin, combined with leverage expected
to remain above 5x."
TOTALLY COOL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Totally Cool, Inc.
38 Gwynns Mill Court
Owings Mills, MD 21117
Business Description: Totally Cool is a manufacturer of premium
ice cream cakes.
Chapter 11 Petition Date: August 23, 2024
Court: United States Bankruptcy Court
District of Maryland
Case No.: 24-17128
Debtor's Counsel: Irving E. Walker, Esq.
COLE SCHOTZ P.C.
1201 Wills Street, Suite 320
Baltimore, MD 21231
Tel: 410-230-0660
Total Assets: $2,007,082
Total Liabilities: $1,415,224
The petition was signed by Michael J. Uhlfelder as president and
CEO.
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/PCMYJMQ/Totally_Cool_Inc__mdbke-24-17128__0001.6.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/OLVE76A/Totally_Cool_Inc__mdbke-24-17128__0001.0.pdf?mcid=tGE4TAMA
TPT GLOBAL: Delays Filing of Form 10-Q for Period Ended June 30
---------------------------------------------------------------
TPT Global Tech, Inc. disclosed via Form 12b-25 filed with the U.S.
Securities and Exchange Commission that it was unable without
unreasonable effort and expense to prepare its accounting records
and schedules in sufficient time to allow its accountants to
complete their review of the Company's financial statements for the
period ended June 30, 2024 before the required filing date for the
Quarterly Report on Form 10-Q. The Registrant intends to file the
subject Quarterly Report on Form 10-Q on or before the fifth
calendar day following the prescribed due date.
About TPT Global Tech
TPT Global Tech, Inc. -- www.tptglobaltech.com -- is a technology
holding company based in San Diego, California. It was formed as
the successor of two U.S. corporations, Ally Pharma US and TPT
Global, Inc. The Company operates in various sectors including
media, telecommunications, Smart City Real Estate Development, and
the launch of the first super App, VuMe Live technology platform.
As a media content delivery hub, TPT Global Tech utilizes its own
proprietary global digital media TV and telecommunications
infrastructure platform. They offer software as a service (SaaS),
technology platform as a service (PAAS), and cloud-based unified
communication as a service (UCaaS) solutions to businesses
worldwide. Their UCaaS services enable businesses of all sizes to
access the latest voice, data, media, and collaboration features.
Draper, Utah-based Sadler, Gibb & Associates, LLC, the Company's
auditor since 2016, issued a "going concern" qualification in its
report dated May 10, 2024, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
URBAN DISCOVERY: S&P Lowers School Revenue Debt Rating to 'B+'
--------------------------------------------------------------
S&P Global Ratings lowered its rating to 'B+' from 'BB-' on the
California Municipal Finance Authority's tax-exempt and taxable
charter school revenue debt, issued for Fourteenth Street Holdings
LLC on behalf of Urban Discovery Academy (UDA). At the same time,
S&P Global Ratings assigned its 'B+' rating to the authority's
series 2024A tax-exempt and 2024B taxable charter school revenue
bonds. The outlook is negative.
The downgrade reflects S&P view of the school's weakened financial
profile, with the expectation for a full-accrual operating deficit
and pro forma lease-adjusted maximum annual debt service (MADS)
coverage well below 1x based on unaudited fiscal 2024 results,
coupled with a materially weaker liquidity position, as a result of
the school's persistent and significant enrollment declines over
the past several years. The downgrade also reflects the school's
elevated debt profile, further pressured following the school's
planned series 2024 issuance.
S&P said, "The negative outlook reflects our view of UDA's
relatively small enrollment base following four years of
consecutive declines and the potential that further volatility
could pressure near-term operations. Should enrollment declines
persist and lead to continued weak operating margins and coverage
metrics, or continued declines in liquidity, we could further lower
the rating."
Total pro forma debt is expected to be $13.26 million, including
the series 2024A tax-exempt portion of $12.74 million and the
series 2024B taxable portion of $520,000. The proposed series 2024
bonds will be used to refinance the series 2014 and 2015 bonds of
approximately $10.3 million, with an additional $2.0 million for
capital improvements and $500,000 for working capital. The two
borrowers, Fourteenth Street Holdings LLC and Russ Boulevard
Holdings LLC will own the facilities and sublease to the school.
The proposed debt will be secured by gross revenues of UDA, a
mortgage lien, a debt-service reserve funded at MADS, repair and
replacement fund, and insurance coverage on the new facility. The
bonds are expected to have a 40-year maturity term, structured with
the first two years having interest only payments and capitalized
interest.
"The negative outlook reflects our view that there is at least a
one-in-three chance we could lower the rating within the outlook
period if enrollment declines persist and pressure the demand
profile, leading to continued deficit operating performances and
weakening liquidity position, as expected with fiscal 2024," said
S&P Global Ratings credit analyst Chase Ashworth.
UROGEN PHARMA: Reports Net Loss of $33.4 Million in Fiscal Q2
-------------------------------------------------------------
UroGen Pharma Ltd. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $33.4 million on $21.8 million of revenue for the three months
ended June 30, 2024, compared with a net loss of $24.1 million on
$21.1 million of revenue in the same period in 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $65.7 million on $40.6 million of revenue, compared to a
net loss of $54.3 million on $38.3 million of revenue for the same
period in 2023.
The Company has an accumulated deficit of $745.0 million and $679.3
million as of June 30, 2024, and December 31, 2023, respectively.
The Company expects to incur losses and have negative net cash
flows from operating activities as it executes on its strategy
including engaging in further research and development activities,
particularly conducting non-clinical studies and clinical trials.
The success of the Company depends on the ability to successfully
commercialize its technologies to support its operations and
strategic plan.
As of June 30, 2024, the Company had $281.8 million in total
assets, $251.5 million in total liabilities, and $30.3 million in
total stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/2xy9k78e
About UroGen Pharma Ltd.
UroGen Pharma Ltd. is a biotech company dedicated to developing and
commercializing innovative solutions that treat urothelial and
specialty cancers. UroGen has developed RTGel reverse-thermal
hydrogel, a proprietary sustained-release, hydrogel-based platform
technology that has the potential to improve the therapeutic
profiles of existing drugs. UroGen's sustained-release technology
is designed to enable longer exposure of the urinary tract tissue
to medications, making local therapy a potentially more effective
treatment option.
Florham Park, New Jersey-based PricewaterhouseCoopers LLP, the
Company's auditor since 2020, issued a "going concern"
qualification in its report dated March 14, 2024, citing that the
Company has incurred losses and experienced negative operating cash
flows since its inception, raising substantial doubt about its
ability to continue as a going concern.
UroGen Pharma reported net losses of $102.2 million and $109.8
million for the years ended December 31, 2023, and 2022,
respectively.
VANGUARD MEDICAL: Unsecureds to Get Share of Income for 3 Years
---------------------------------------------------------------
Vanguard Medical, LLC, filed with the U.S. Bankruptcy Court for the
District of Massachusetts a Plan of Reorganization under Subchapter
V dated July 31, 2024.
The Debtor is a Connecticut limited liability company formed in
September, 2018. The Debtor conducts business throughout New
England including significant business in the Commonwealth of
Massachusetts.
In 2019 the Debtor invested in building a fleet of the latest,
highest performing, and most patient-friendly cold therapy units on
the market manufactured by Nice Recovery Systems. The Nice Recovery
cold therapy device is the best alternative to opioid use in
surgical patients. The precision and safety of the device allows
patients to use it continuously during the day and night to drive
down pain and swelling, often eliminating the need for opioid use.
As a self-funded company, the Debtor faced financial challenges
when it grew too quickly given the vagaries of collecting from
providers. Debtor launched Vanguard with funds raised from friends
and family and had very little conventional financing. When Covid
hit, the Debtor chose to retain most of its employees, even though
most elective surgeries had been cancelled across the country,
effectively grinding its business to a halt. The resulting cash
flow challenges were enormous.
To emerge from the cash slump it suffered during Covid, the Debtor
was forced to seek out subprime financing options, including
merchant cash advance debt. The interest and rapid reamortization
on many of these loans proved too burdensome and eventually forced
the Debtor to seek restructuring. Debtor has approximately 73
employees, 50 of which are employed in Connecticut, the balance of
which are travelling throughout the Northeast. Approximately 15% of
the Debtor's business is conducted in the Commonwealth of
Massachusetts.
The total for filed and scheduled General Unsecured Claims against
the Debtor is approximately $3,977,039.26. The unsecured claims are
subject to objection by Debtor postconfirmation and final allowance
or disallowance by the Court.
Class 4 consists of General Unsecured Claims. In full and complete
satisfaction, settlement, release and discharge of the Class 4
Claims, each holder of an Allowed Class 4 Claim shall receive
quarterly payments commencing on the Effective Date equal to a pro
rata share of the cash distribution from the Debtor's Disposable
Income, if any, over 3 years. Disposable income means the income
that is received by the Debtor and that is not reasonably necessary
to be expended for the payment of expenditures necessary for the
continuation, preservation, or operation of the business of the
Debtor.
Any distribution to General Unsecured Creditors will be from
amounts remaining from the Disposable Income, if any, after (i)
payment of: Class 1, 2 and 3 claims (ii) the expenses of
administering the Estate (to the extent of such additional
expenses, before or after the Effective Date, not already included
in the estimate for Administrative Expense Claims), (iii) the
Administrative Expense Claims, and (iv) the Other Priority Claims
(if any). Class 4 is impaired under the Plan.
The holders of Class 5 Interests will retain such Interests in the
Debtor.
This Plan will be funded with available cash and cash flow from
ongoing business operation. The Debtor will continue to operate in
ordinary course of business. Pursuant to section 1190(2) of the
Bankruptcy Code, the Plan provides for the submission of all or
such portion of the future earnings of the Debtor as is necessary
for the execution of the Plan.
A full-text copy of the Plan of Reorganization dated July 31, 2024
is available at https://urlcurt.com/u?l=ltsEhB from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Peter N. Tamposi, Esq.
Tamposi Law Group PC
159 Main Street
Nashua, NH 03060
Telephone: (603) 204-5513
Facsimile: (603) 204-5515
Email: peter@thetamposilawgroup.com
About Vanguard Medical
Vanguard Medical, LLC, is a Connecticut limited liability company
formed in September 2018. It conducts business throughout New
England including significant business in the Commonwealth of
Massachusetts.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 24-10561) on March 25,
2024. In the petition signed by Clancy Purcell, chief executive
officer, the Debtor disclosed $7,796,609 in assets and $6,694,550
in liabilities.
Judge Janet E. Bostwick oversees the case.
Peter N. Tamposi, Esq., at the Tamposi Law Group, PC, is the
Debtor's legal counsel.
VERICAST CORP: Moody's Ups CFR to Caa1 & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Ratings upgraded Vericast Corp.'s (Vericast) ratings,
including the Corporate Family Rating to Caa1 from Caa3 and
Probability of Default Rating to Caa1-PD/LD from Caa3-PD. The PDR
is appended with the "/LD" designation to indicate a limited
default stemming from the recently completed debt exchange, which
Moody's consider a distressed exchange and therefore a default
under Moody's definition. The "/LD" designation appended to the PDR
will be removed in a few business days. Moody's assigned a B3
rating to Vericast's amended $1.3 billion senior secured first lien
term loan and Caa3 rating to its proposed amended senior secured
second lien notes due 2030. The existing Caa2 ratings on the $709.5
million and $2.5 million Senior Secured First Lien Term Loans due
2026 have been withdrawn as a result of the completed exchange.
Moody's upgraded Vericast's existing senior secured second lien
notes due 2027 to Caa3 from Ca. Moody's downgraded the rating on
the non-extended 11% senior unsecured notes (previously senior
secured) due 2026 which has approximately $5 million remaining
outstanding, to Caa3 from Caa2. The outlook was changed to stable
from negative.
The CFR upgrade to Caa1 from Caa3 reflects Moody's view that
Vericast's likelihood of a default is lower following the
recapitalization. In particular, the exchange transaction reduced
the amount of debt by approximately $1.1 billion and would, upon
completion of certain steps, extend the maturity of the company's
debt to December 2030 from 2026 and thus reduce refinancing risk.
An upgrade also reflects Moody's expectation that Vericast's check
business will be profitable and free cash flow generative over the
next 12-18 months, despite continued secular pressures on check
volumes.
Initially, the amended $1.3 billion senior secured first lien term
loan is set to mature in June 2026, with an automatic extension to
June 2030 on the earliest date when (i) non-extended 11% senior
unsecured notes due 2026 are repaid in full and (ii) the aggregate
principal of second lien notes stubs outstanding is less than $40
million. Integral to the CFR upgrade to Caa1 is Moody's expectation
that Vericast will redeem, repurchase or discharge in full the
remaining $4.9 million stub of the non-extended 11% senior
unsecured notes before September 17, 2024.
The downgrade of the rating on the 11% notes due 2026 reflects the
notes' subordination to the company's first and second lien debt
after the non-consenting noteholders were stripped of covenants,
guarantee and collateral in connection with the debt exchange.
The rating actions follow Vericast's (1) closing of the sale of
Valassis Communications Inc. (Valassis), the company's largely
print media marketing business, on July 19, 2024; (2) retirement of
$1.2 billion of debt across first and second lien tranches of
Vericast's debt held by Chatham Asset Management (Chatham)
following the Valassis transaction; (3) completion of an exchange
of Vericast's first lien term loans and notes due 2026 into an
amended senior secured first lien term loan due 2026, with an
automatic extension to 2030 if certain conditions are met; (4)
Vericast's announcement [1] that it launched an exchange that would
consolidate its existing senior secured second lien notes due 2027
into a single amended second lien tranche due 2030.
RATINGS RATIONALE
Vericast's Caa1 CFR reflects a significant level of business risk
because of secular declines in its core check businesses, high
leverage and heavy debt service costs that limit the company's
ability to effectively mitigate the structural business risks. Pro
forma for the separation of the Valassis business, Vericast's
Moody's adjusted Debt/EBITDA is 5.6x. Moody's consider this
leverage high given a business model that faces secular pressures.
The ratings are constrained by governance risks, including an
aggressive financial strategy, concentrated ownership and a track
record of shareholder friendly transactions that have continued
even as the company had underperformed expectations.
The rating garners support from the company's strong market
position in a narrow check printing business, long-term
relationships with its clients and multiyear contracts varying
between 2-4 years for most of its clients. The company's checks
business (Harland Clarke) has one of the leading positions in check
printing and related services nationally. Harland Clarke provides
these services to approximately 5,000 Financial Institutions
clients as well as consumers and small businesses but it does have
revenue concentration with its largest banking customers. Moody's
believe Vericast can mitigate the effect of check volume declines
through per check price increases and implementing cost reductions
over the next 12-18 months. In 2023, Vericast reported a solid 12%
increase in Payment & Engagement adjusted EBITDA (as per company's
definition) while YTD June 2024 EBITDA was down 7% from the same
period last year.
Moody's expect Vericast to have adequate liquidity over the next
12-18 months. This is based on Moody's expectation of positive free
cash flow in the $80 – 130 million range over the next 12-18
months, and no material near term debt obligations. Proforma for
the recapitalization Vericast had $34 million cash and $35 million
availability on the ABL revolver (before letters of credit). The
company's amended ABL revolver (unrated) matures in March 2029 and
provides for borrowings of up to $35 million subject to a borrowing
base. Following the repayment from the recapitalization proceeds in
July 2024, the ABL was undrawn. The ABL revolver is subject to a
springing fixed charge coverage ratio test of 1.0x that applies if
excess availability falls below certain threshold. The threshold is
calculated as the greater of (a) $3 million or (b) 10.0% of either
the ABL commitment or borrowing base at such time, whichever is
less. Moody's expect that Vericast's cash on hand, internally
generated cash flow and ABL availability will be sufficient to meet
cash needs over the next 12-18 months, including $40 million in
term loan amortization, capex in the $20-$25 million range and the
$50 million payment to the owner available through Q1 2025.
The recapitalization provides Vericast with the flexibility to pay
interest on the proposed second lien notes in a combination of 10%
PIK + 5% cash rather than 13% cash. This optionality could preserve
up to -$50 million cash annually for immediate liquidity though at
the expense of growing debt balance and higher leverage. Similarly,
the amended first lien term loan provides the company with an
option to waive amortization. The term loan amortizes 3% per annum,
payable quarterly or 2% annualized PIK option if Vericast elects to
waive amortization.
Vericast's CIS-5 ESG credit impact score indicates that ESG
considerations have a pronounced impact on the current rating,
which is lower than it would have been if ESG risks did not exist.
Ongoing demographic and societal shifts have led to secular volume
declines in Vericast's checks business. The company is also exposed
to social risks through its collection of sensitive consumer data.
Vericast's governance risks include its aggressive financial
strategy, concentrated ownership and limited board independence.
Vericast has a track record of related party and shareholder
friendly transactions.
The amended first lien secured term loan due 2030 is rated B3
reflecting the company's probability of default, an average
expected family recovery rate of 50% at default given the mix of
first and second lien secured debt and the particular instruments'
ranking in the capital structure. The amended second lien senior
secured notes due 2030 and the company's existing senior secured
second lien notes due 2027 are rated Caa3, two notches below the
CFR, reflecting its junior position in the capital structure and
the resultant loss absorption in a distress scenario. The currently
remaining stub of the 11% notes due 2026 is rated Caa3 reflecting
its subordination to the company's first and second lien debt after
the non-consenting noteholders were stripped of covenants,
guarantee and collateral in connection with the debt exchange.
The stable outlook reflects Moody's expectation that Vericast will
conservatively manage its liquidity, generate positive free cash
flows and continue its cost reductions and pricing actions to
mitigate check volume declines.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be downgraded should the pace of revenue decline
accelerate leading to Moody's adjusted debt/EBITDA rising rather
than declining from the current proforma level of 5.6x (Moody's
adjusted). A downgrade could also occur should the company's
liquidity deteriorate or free cash flow generation ability be
materially weaker than expected or should the probability of
default increase.
The rating could be upgraded if Vericast's leverage is
significantly reduced on a sustained basis or if its business model
evolves such that the business risks stemming from secular decline
in check volumes is mitigated or significantly reduced. Profitable
revenue growth and sustained positive free cash flow will also be
needed for an upgrade.
The principal methodology used in these ratings was Media published
in June 2021.
Headquartered in San Antonio, TX, Vericast Corp. (Vericast) is a
provider of payment (including checks and check-related products),
marketing, and engagement solutions. The company's LTM 2Q 2024
revenue proforma for the sale of Valassis was $925 million.
Vericast is owned by MacAndrews & Forbes Holdings, Inc., a wholly
owned entity controlled by Ronald O. Perelman.
VERTEX ENERGY: Fitch Lowers LongTerm IDR to 'CC'
------------------------------------------------
Fitch Ratings has downgraded Vertex Energy Inc.'s (Vertex) and
Vertex Refining Alabama LLC's Long-Term Issuer Default Ratings
(IDRs) to 'CC' from 'CCC+'. Fitch has also downgraded the rating of
Vertex Refining Alabama's senior secured term loan to 'CCC-'/'RR3'
from 'B-'/'RR3'.
The downgrade reflects Vertex's lack of liquidity buffers to cover
Fitch-estimated negative FCF in the near term, ongoing preparation
of a restructuring support agreement (RSA) and the management's
doubt around Vertex's ability to operate as a going concern
mentioned in its financial statements. Fitch considers a scenario
under which Vertex announces a restructuring transaction that could
be considered a distressed debt exchange (DDE) as probable.
Key Rating Drivers
Insufficient Liquidity Cushion: Vertex's unrestricted cash balanced
plummeted to $19 million at June 30, 2024 from $62 million at March
31, 2024 despite the additional $15 million term loan tranche it
raised in June. The company generated negative Fitch-calculated
EBITDA in 1H24, and Fitch forecasts negative full year 2024 EBITDA
and FCF for Vertex.
Its cash balance, including the $20 million July term loan, may not
be sufficient to pay future interest, fund necessary capex, cover
non-inventory working capital changes and potentially negative
EBITDA in a weak refining margin environment. Vertex does not have
a general-purpose revolver and relies on an uncommitted
intermediation facility to finance inventory. Its $227 million
secured term loan, which currently has 17.25% interest rate, is due
April 1, 2025.
Restructuring Support Agreement: Vertex added a restructuring
milestone that involves execution of an RSA to its recent term loan
amendment. If RSA is approved, Fitch will consider if the agreement
terms could be treated as a DDE. Vertex also appointed a chief
restructuring officer. Its financial statements mention the
company's management conclusion that there is substantial doubt
about Vertex's ability to continue as a going concern within one
year.
Crack Spread Uncertainty: The average U.S. Gulf Coast 2-1-1 light
oil refining crack spread was close to normal levels in 2Q24 and
July-August, in Fitch's view. Weakness in gasoline crack was offset
by strong diesel margin. Vertex produces more middle distillates
(diesel and jet fuel) than gasoline, and normalization of the
diesel crack spread can substantially damage its profitability.
Future crack spreads can be very volatile.
Renewable Fuel Production Halted: Vertex has been generating
negative EBITDA from renewable diesel (RD) unit since its launch in
2023 mainly due to weakening market fundamentals. It stopped RD
production in 2Q24 and plans to convert its hydrocracker to
conventional fuels from RD by 4Q24. Vertex cancelled its renewables
intermediation facility and finished its renewable feedstock
inventory. Conventional fuel refining at the hydrocracker should
improve the company's EBITDA.
Negative Interest Coverage and FCF: Vertex should generate negative
2024 EBITDA and FCF after interest, capex and working capital
changes under Fitch's current crack spreads assumptions. Fitch
expects EBITDA interest coverage and leverage to be negative in
2024. An improvement in EBITDA generation is possible in 2025
depending on the refining market conditions.
Scale, Low Complexity Pressure Rating: Vertex's main EBITDA driver
is its refinery in Mobile, Alabama. Fitch expects its profitability
to be more sensitive to oil crack spreads than its peers'
refineries, which are typically more complex. Vertex partially
hedges short-term prices but will be vulnerable to longer-term
market fluctuations. It has a strong market position in its region
but largely relies on a single asset for cash flow generation
because its other segments are substantially smaller in scale.
Intermediation Liabilities Treated as Debt: Fitch adds the expected
amounts drawn under Vertex's intermediation agreements with
Macquarie Bank to debt. Vertex uses these facilities to pay for the
Mobile refinery's conventional oil and oil products inventory.
Outstanding liabilities under the facilities were $109 million at
the end of 2Q24, which was commensurate with almost a third of
Vertex's Fitch-adjusted debt. The facilities' size decreased after
the renewable diesel facility had been terminated in May 2024.
Macquarie charges interest on the facilities, and the remaining
facility expires March 31, 2025 but can be cancelled earlier by
each party.
Parent-Subsidiary Considerations: Fitch views the Standalone Credit
Profile of Vertex subsidiary Vertex Refining Alabama LLC, which
operates the Mobile refinery, as being at the same level as Vertex.
Therefore, Fitch assigns the same IDRs to both entities. Vertex
guarantees Vertex Refining Alabama's term loan and intermediation
facility. The term loan is secured by the majority of the fixed
assets of Vertex Renewables Alabama LLC, which is Vertex's
subsidiary that owns the renewable diesel unit.
No Equity Credit for Convertibles: Fitch does not assign any equity
credit to Vertex's $15 million outstanding convertible notes
because they do not have a coupon deferral option, permanence
commitment and other necessary characteristics. Vertex reduced the
notes principal by $80 million in June 2023, primarily through
exchanging them for common shares.
Derivation Summary
Vertex has a smaller scale than Delek US Holdings, Inc.
(BB-/Stable), CVR Energy, Inc. (BB-/Stable), Par Pacific Holdings,
Inc. (B+/Stable) and CITGO Petroleum Corp. (B/Stable) due to its
reliance on a single refinery that dominates its asset base.
Vertex's Mobile refinery is also less complex than those of its
peers and, therefore, Fitch expects it to be more sensitive to the
price environment. Vertex's liquidity weakened considerably in 2024
and remains substantially worse than peers', which drives Vertex's
rating.
Key Assumptions
- Uninterrupted access to liquidity;
- Hydrocracking unit switching to conventional fuel production in
4Q24;
- Gasoline crack spread remaining broadly flat and middle
distillates crack declining in 2024-2025;
- 72,000 b/d throughput in 2024-2025;
- 1,700 b/d of renewable diesel production in 2024 on average and
nil in 2025;
- Capex of $40 million in 2024 and $30 million in 2025;
- No dividends or material divestments in 2024-2025.
Recovery Analysis
The recovery analysis assumes that Vertex would be liquidated
rather than reorganized as a going-concern (GC) in bankruptcy.
Fitch has assumed a 10% administrative claim.
Going-Concern Approach
Vertex's GC EBITDA reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which Fitch bases the
enterprise valuation (EV). This value is based on mid-cycle
refining crack spreads and the successful hydrocracking unit
ramp-up.
An EV multiple of 3.5x was applied to the GC EBITDA to calculate a
post-reorganization EV. This is below the median 5.3x exit multiple
for energy in Fitch's Energy, Power and Commodities Bankruptcy
Enterprise Value and Creditor Recoveries (Fitch Case Studies -
September 2023). It is below the multiple used for Vertex's HY
refining peer Par Pacific Holdings (5.5x). Fitch views Par's
business profile as stronger due its diversification and higher
margins.
Liquidation Approach
The liquidation estimate reflects Fitch's view of the value of
balance sheet assets that can be realized in sale or liquidation
processes conducted during a bankruptcy or insolvency proceeding
and distributed to creditors.
For liquidation value, Fitch applied an 85% advance rate to
Vertex's inventories as crude and refined products are standardized
and easily re-sellable. Fitch used 80% advance rate for the
company's receivables.
The maximum of these two approaches was the liquidation approach.
Inventory intermediation facility at level of Mobile refinery
(Vertex Refining Alabama LLC) of $109 million has effective
priority to the term loan and promissory notes because it is
secured by the most liquid assets (i.e., oil inventory). Vertex
raised $4 million of secured promissory notes that have designated
collateral, and Fitch treats these notes as well collateralized.
The remaining funds are used to cover Vertex Refining Alabama's
$227 million term loan secured by property, plant and equipment as
well as other assets. Fitch treats the $15 million unsecured
convertible notes issued by Vertex's HoldCo and $10 million
insurance premium financing as subordinated to the intermediation
facility and the term loan. Fitch a 5% concession payment to
unsecured creditors. Fitch did not add exit fees and make-whole
premia to the term loan principal.
The allocation of value in the liability waterfall results in
recovery corresponding to 'RR3' for the secured term loan.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Increased probability of refinancing that would not qualify as
DDE;
- Stronger liquidity buffers that can absorb FCF fluctuation.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Formal announcement of DDE;
- Entering a grace period after non-payment of a material financial
obligation.
Liquidity and Debt Structure
Liquidity with Minimal Headroom: Vertex had $19 million of cash and
equivalents at June 30, 2024. It does not have a general-purpose
revolver but relies on an uncommitted intermediation facility,
which can be terminated with a 180-day notice at the lender's
discretion, to fund large amounts of inventory at the Mobile
refinery. Fitch does not add leases to Vertex's adjusted debt.
Instead, Fitch deducts lease costs from its EBITDA as the company
belongs to the oil and gas production sector.
Vertex has limited-term loan amortization of around $2.9 million in
each 3Q24 and 4Q24 followed by April 2025 repayment of
approximately $221 million. Fitch expects Vertex to generate $72
million of negative FCF in 2024 due to negative EBITDA, significant
interest payments and maintenance capex. Vertex's EBITDA is highly
volatile and could surprise both on the upside and downside.
Issuer Profile
Vertex is a small-scale company managing a 75 kb/d operable
capacity oil refinery located in Alabama that launched renewable
diesel production in 2023 but halted it in 2024. It also has legacy
businesses that process used oil products and metals and produces
ready-to-use recycled feedstock.
Summary of Financial Adjustments
Fitch adds obligations under inventory financing agreements to
Vertex's debt.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
Vertex has an Environmental, Social and Corporate Governance (ESG)
Relevance Score of '4' under Environmental Factors, which reflects
its material exposure to extreme weather events (hurricanes) and
may lead to extended shutdowns. Its key Mobile refinery is located
on the Gulf Coast. The factor has a negative impact on the credit
profile and is relevant to the rating in conjunction with other
factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Vertex Refining
Alabama LLC LT IDR CC Downgrade CCC+
senior secured LT CCC- Downgrade RR3 B-
Vertex Energy Inc. LT IDR CC Downgrade CCC+
VOIP-PAL.COM INC: Reports $3.6 Million Loss in Fiscal Q3
--------------------------------------------------------
VOIP-PAL.com Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting loss and
comprehensive loss of $3,601,629 for the three months ending June
30, 2024 compared to loss and comprehensive loss of $21,228,298 for
the same period in 2023.
The Company reported loss and comprehensive loss of $6,836,602 for
the nine months ended June 30, 2024 compared to loss and
comprehensive loss of $22,620,217 for the same period in 2023.
VOIP-PAL had no revenues, cost of revenues or gross margin for the
three- or nine-months ending June 30, 2024 and 2023.
As of June 30, 2024, the Company had an accumulated deficit of
$100,022,190 as compared to an accumulated deficit of $93,185,588
at September 30, 2023. As of June 30, 2024, the Company had a
working capital of $2,721,210 as compared to a working capital of
$2,198,010 at September 30, 2023. The increase in the Company's
working capital of $523,200 is due to equity raised during the
period offset by ongoing operating expenses.
Net cash used by operations for the nine months ending June 30,
2024 and 2023 was $1,728,974 and $2,515,648 respectively. The
decrease in net cash used for operations for the nine months ending
June 30, 2024 as compared to the nine months ending June 30, 2023
was primarily due to an decrease in general and administrative
expenses and the increase in gain on debt settlement.
Net cash used in investing activities for the nine months ending
June 30, 2024 and 2023 was $Nil and $Nil, respectively.
Net cash provided from financing activities for the nine months
ending June 30, 2024 and 2023 was $2,278,875 and $4,121,600,
respectively. The decrease in net cash provided by financing
activities of $1,842,725 was due to lower amounts of equity raised
and less cash proceeds from private placements during the nine
months ending June 30, 2024.
The Company primarily finances its operations from cash received
through the private placements of its common stock and the exercise
of warrants from investors. As at June 30, 2024, the Company had
cash of $2,767,490 and current liabilities of $103,321 and incurred
net loss of $6,836,602 during the period ended June 30, 2024;
accordingly the Company will require additional capital to fund its
operations for the next 12 months.
As of June 30, 2024, the Company had $2,824,969 in total assets,
$103,321 in total liabilities, and $2,721,648 in total equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/3whtk5tv
About VOIP-PAL.com
Since March 2004, VOIP-PAL.com Inc. has developed technology and
patents related to Voice-over-Internet Protocol (VoIP) processes.
All business activities prior to March 2004 have been abandoned and
written off to deficit. Since March 2004, the Company has been in
the development stage of becoming a Voice-over-Internet Protocol
("VoIP") re-seller, a provider of a proprietary transactional
billing platform tailored to the points and air mile business, and
a provider of anti-virus applications for smartphones.
In its Quarterly Report for the three months ended March 31, 2024,
VoIP-PAL.Com said that its ability to continue operations as a
going concern is dependent upon raising additional working capital,
settling outstanding debts, and generating profitable operations.
These material uncertainties raise substantial doubt about the
Company's ability to continue as a going concern.
WESCO AIRCRAFT: 2024/2026 Noteholders Revise Rule 2019 Statement
----------------------------------------------------------------
The Ad Hoc Group of 2024/2026 Noteholders formed in the Chapter 11
cases of Wesco Aircraft Holdings, Inc., et al., filed an amended
verified statement pursuant to Rule 2019 of the Federal Rules of
Bankruptcy Procedure.
The Ad Hoc Group of 2024/2026 Noteholders is comprised of certain
beneficial holders or the investment advisors or managers for
certain beneficial holders of:
1. 8.50% senior secured notes due 2024 (the "2024 Notes") pursuant
to that certain Indenture dated
November 27, 2019; and
2. 9.00% senior secured notes due 2026 (the "2026 Notes" and,
together with the 2024 Notes, (the
"Notes") pursuant to that certain Indenture dated November 27,
2019.
The Ad Hoc Group of 2024/2026 Noteholders was formed in or around
February 2022. Following a transaction that restructured the
Debtors' capital structure, which closed in March 2022, certain
members of the Ad Hoc Group of 2024/2026 Noteholders retained Kobre
& Kim LLP in September 2022 to represent them as counsel in
connection with litigation against the Debtors and certain other
parties.
That litigation was commenced in the New York State Supreme Court,
Commercial Division, in October 2022 and is captioned as SSD
Investments Ltd., et al., v. Wilmington Savings Fund Society, FSB,
et al., Index No. 654068/2022. In May 2023, the Ad Hoc Group of
2024/2026 Noteholders appointed Kobre & Kim as its bankruptcy
counsel and retained Foley & Lardner LLP to serve as co-counsel.
Kobre & Kim and Foley & Lardner also represent members of the Ad
Hoc Group of 2024/2026 Noteholders in their capacity as named
defendants and counterclaim plaintiffs in the adversary proceeding
commenced by the Debtors on June 1, 2023, captioned as Wesco
Aircraft Holdings, Inc. et al. v. SSD Investments Ltd. et al., Adv.
Proc. No. 23-03091 (Bankr. S.D.T.X.).
Kobre & Kim and Foley & Lardner do not represent or purport to
represent any other entities in connection with the Debtors'
chapter 11 cases. In addition, the Ad Hoc Group of 2024/2026
Noteholders does not represent or purport to represent any other
entities in connection with the Debtors' chapter 11 cases. Each
member of the Ad Hoc Group of 2024/2026 Noteholders does not
represent the interests of, nor act as a fiduciary for, any person
or entity other than itself in connection with the Debtors’
chapter 11 cases.
The names and addresses of each of the members of the Ad Hoc Group
of 2024/2026 Noteholders, together with the nature and amount of
the disclosable economic interests held by each of them in relation
to the Debtors as of June 1, 2023, are as follows:
1. Certain funds and/or accounts, or subsidiaries of such funds
and/or accounts, managed, advised
or controlled by: Angel Island Capital Management, LLC or
affiliates thereof
1 Embarcadero Center Suite 3900
San Francisco, CA 94111
* 2026 Notes ($205,123,500.00)
2. Certain funds and/or accounts, or subsidiaries of such funds
and/or accounts, managed, advised
or controlled by: BlackRock Financial Management, Inc., or
affiliates thereof
50 Hudson Yards
New York, NY 10001
* 2024 Notes ($21,910,000.00)
* 2026 Notes ($38,911,000.00)
* Other Disclosable Economic Interest ($25,000.00 unsecured
notes due 2027)
3. Certain funds and/or accounts, or subsidiaries of such funds
and/or accounts, managed, advised
or controlled by: JPMorgan Investment Management Inc. and
JPMorgan Chase Bank, N.A. as
investment advisor and/or trustee
1 E Ohio St., Floor 06 Indianapolis, IN 46204
1111 Polaris Parkway Columbus, OH 43240
* 2024 Notes ($29,893,000.00)
* 2026 Notes ($107,497,008.00)
* Other Disclosable Economic Interest ($13,470,000 unsecured
notes due 2027)
4. Certain funds and/or accounts, or subsidiaries of such funds
and/or accounts, managed, advised
or controlled by: Delaware Management Company, a series of
Macquarie Investment Management
Business Trust
610 Market Street
Philadelphia, PA 19106
* 2024 Notes ($30,710,000.00)
Counsel to the Ad Hoc Group of 2024/2026 Noteholders:
John P. Melko, Esq.
FOLEY & LARDNER LLP
1000 Louisiana Street, Suite 2000
Houston, TX 77002
Tel: 713-276-5500
E-mail: JMelko@foley.com
- and -
Mark F. Hebbeln, Esq.
FOLEY & LARDNER LLP
321 North Clark Street, Suite 3000
Chicago, IL 60654
Tel: 312-832-4500
MHebbeln@foley.com
- and -
Zachary D. Rosenbaum, Esq.
Adam M. Lavine, Esq.
Darryl G. Stein, Esq.
Igor Margulyan, Esq.
Michael S. Brasky, Esq.
John G. Conte, Esq.
KOBRE & KIM LLP
800 Third Avenue
New York, NY 10022
Tel: 212-488-1200
E-mail: zachary.rosenbaum@kobrekim.com
adam.lavine@kobrekim.com
darryl.stein@kobrekim.com
igor.margulyan@kobrekim.com
michael.brasky@kobrekim.com
john.conte@kobrekim.com
About Incora
Incora -- http://www.incora.com/-- is the trade name for the group
of companies formed by Wesco Aircraft and Pattonair, a provider of
comprehensive supply chain management services to the global
aerospace and other industries. Beginning with a strong foundation
in aerospace and defense, Incora also utilizes its supply chain
expertise to serve industrial manufacturing, marine, pharmaceutical
and beyond. Incora incorporates itself into customers' businesses,
managing all aspects of supply chain from procurement and inventory
management to logistics and on-site customer services. The company
is headquartered in Fort Worth, Texas, with a global footprint that
includes 68 locations in 17 countries and more than 3,800
employees.
Wesco Aircraft Holdings, Inc., doing business as Incora, and 43
affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead
Case No. 23-90611) on June 1, 2023.
Wesco Aircraft estimated assets and debt of $1 billion to $10
billion as of the bankruptcy filing.
The Debtors tapped Milbank, LLP as general bankruptcy counsel;
Haynes and Boone, LLP as local bankruptcy counsel; PJT Partners,
Inc., as investment banker; Alvarez & Marsal North America, LLC, as
financial advisor; and Quinn Emanuel Urquhart & Sullivan, LLP, as
special litigation counsel. Kurtzman Carson Consultants, LLC, is
the claims agent.
WOODMONT 2022-9: S&P Assigns Prelim BB- (sf) Rating on E-R Notes
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to the class
A-1R, A-1LR, A-2R, B-R, C-R, D-R and E-R replacement debt and
proposed new class X debt from Woodmont 2022-9 Trust, a CLO
originally issued in June 2022 that is managed by MidCap Financial
Services Capital Management LLC, a subsidiary of Apollo Global
Management Inc.
The preliminary ratings are based on information as of Aug. 22,
2024. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.
On the Sept. 5, 2024, refinancing date, the proceeds from the
replacement debt will be used to redeem the original debt. S&P
said, "At that time, we expect to withdraw our ratings on the
original debt and assign ratings to the replacement debt. However,
if the refinancing doesn't occur, we may affirm our ratings on the
original debt and withdraw our preliminary ratings on the
replacement debt."
The replacement debt will be issued via a proposed supplemental
indenture, which outlines the terms of the replacement debt.
According to the proposed supplemental indenture:
-- The replacement class A-1R, A-1LR, A-2R, B-R, C-R, D-R and E-R
notes are expected to be issued at a lower spread over three-month
SOFR than the original notes.
-- The stated maturity, reinvestment period, and non-call period
will be extended slightly more than two years.
-- The class X notes will be issued in connection with this
refinancing. These notes are expected to be paid down using
interest proceeds during the first 11 payment dates beginning with
the payment date in January 2025.
-- Of the identified underlying collateral obligations, 97.91%
have credit ratings (which may include confidential ratings,
private ratings, and credit estimates) assigned by S&P Global
Ratings.
-- Of the identified underlying collateral obligations, 1.90% have
recovery ratings (which may include confidential and private
ratings) assigned by S&P Global Ratings.
S&P said, "Our review of this transaction included a cash flow
analysis, based on the portfolio and transaction data in the
trustee report, to estimate future performance. In line with our
criteria, our cash flow scenarios applied forward-looking
assumptions on the expected timing and pattern of defaults and the
recoveries upon default under various interest rate and
macroeconomic scenarios. Our analysis also considered the
transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches. The results of the cash
flow analysis (and other qualitative factors, as applicable)
demonstrated, in our view, that the outstanding rated classes all
have adequate credit enhancement available at the rating levels
associated with the rating actions.
"We will continue to review whether, in our view, the ratings
assigned to the debt remain consistent with the credit enhancement
available to support them and take rating actions as we deem
necessary."
Preliminary Ratings Assigned
Woodmont 2022-9 Trust
Class X, $6.25 million: AAA (sf)
Class A-1R, $312.50 million: AAA (sf)
Class A-1LR, $50.00 million: AAA (sf)
Class A-2R, $25.00 million: AAA (sf)
Class B-R, $37.50 million: AA (sf)
Class C-R (deferrable), $50.00 million: A (sf)
Class D-R (deferrable), $37.50 million: BBB- (sf)
Class E-R (deferrable), $37.50 million: BB- (sf)
Subordinated notes, $77.72 million: Not rated
WORKINGLIVE TECHNOLOGIES: Amends Unsecured Claims Pay Details
-------------------------------------------------------------
WorkingLive Technologies, Inc., submitted an Amended Chapter 11
Plan of Reorganization dated July 31, 2024.
The Debtor filed this Case to restructure its contract with its
primary vendor, Zoom or implement a new provider and switch
customers to that service, and focus on its e-commerce business
clients in order to get back to profitability.
The Debtor and Zoom continued negotiations throughout July.
Ultimately, Zoom rejected the Debtor's proposals and chose to cease
doing business with the Debtor. As a result, the Debtor will
transition to a new video-conferencing vendor, and the Debtor's
prepetition contract with Zoom will be rejected as of August 1,
2024.
Zoom subsequently agreed to extend services to the Debtor for an
additional 30 days after August 1 to ensure a smooth transition to
the Debtor's new vendor. In exchange, the Debtor agreed to pay to
Zoom $130,000.
Class 2 consists of the Allowed General Unsecured Claims. Without
prejudice, the Debtor estimates that Class 2 may consist of Allowed
General Unsecured Claims in an amount as high as $929,625.20. The
Allowed Class 2 Claims are Impaired.
* If the Plan is confirmed pursuant to 1191(a), except to the
extent that a holder of an Allowed Class 2 Claim has been paid
prior to the Effective Date or agrees to a different treatment, in
full satisfaction, settlement, release, extinguishment and
discharge of such Claim, each holder of an Allowed Class 2 Claim
shall receive a Pro Rata Distribution from a total equal to
$873,960 less the Zoom Administrative Claim, payable in twelve
payments of the product $10,000 and the Unsecured Payment Ratio
occurring on the Effective Date and the first day of each month
thereafter; twelve payments equal to the product of $23,000 and the
Unsecured Payment Ratio occurring on the first day of each month
thereafter; eleven payments equal to the product of $33,000 and the
Unsecured Payment Ratio occurring on the first day of each month
thereafter; and a final payment equal to the product of $114,960
and the Unsecured Payment Ratio on the first day of the next month
thereafter. If the payments to holders of Allowed Class 2 Claims
total less than $110,000, the Debtor will increase the final
payment such that the total equals $110,000.
* If the Plan is confirmed pursuant to 1191(b), except to the
extent that a holder of an Allowed Class 2 Claim has been paid
prior to the Effective Date or agrees to a different treatment, in
full satisfaction, settlement, release, extinguishment and
discharge of such Claim, each holder of an Allowed Class 2 Claim
shall receive a Pro Rata Distribution from a total equal to
$788,960 less the Zoom Administrative Claim, payable in twelve
payments of the product $10,000 and the Unsecured Payment Ratio
occurring on the Effective Date and the first day of each month
thereafter; sixteen payments equal to the product of $20,000 and
the Unsecured Payment Ratio occurring on the first day of each
month thereafter; seven payments equal to the product of $30,000
and the Unsecured Payment Ratio occurring on the first day of each
month thereafter; and a final payment equal to the product of
$138,960 and the Unsecured Payment Ratio on the first day of the
next month thereafter. If the payments to holders of Allowed Class
2 Claims total less than $110,000, the Debtor will increase the
final payment such that the total equals $110,000.
Class 3 consists of the Equity Interests held by Nicolas Rowe and
Jacquelline Astudillo. Upon the Effective Date, unless otherwise
provided in the Plan or the Confirmation Order, the holders of
Allowed Equity Interests shall retain their Equity Interests in the
Debtor.
The sources of consideration for Distributions under the Plan is
the Debtor's operating income.
A full-text copy of the Amended Plan dated July 31, 2024 is
available at https://urlcurt.com/u?l=45KkFz from PacerMonitor.com
at no charge.
Counsel for the Debtor:
Bradley S. Shraiberg, Esq.
SHRAIBERG PAGE PA
2385 NW Executive Center Drive, Suite 300
Boca Raton, FL 33431
Telephone: (561) 443-0800
Facsimile: (561) 998-0047
Email: bss@slp.law
About WorkingLive Technologies
WorkingLive Technologies, Inc., provides video conferencing and
e-commerce services primarily to direct sales and affiliate
marketing companies.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-11654-MAM) on
February 21, 2024. In the petition signed by Nicolas Rowe,
president, the Debtor disclosed up to $500,000 in assets and up to
$1 million in liabilities.
Judge Erik P. Kimball oversees the case.
Bradley S. Shraiberg, Esq., at Shraiberg Page PA, is the Debtor's
legal counsel.
YUZHOU GROUP: Chapter 15 Case Summary
-------------------------------------
Chapter 15 Debtor: Yuzhou Group Holdings Company Limited
Cricket Square Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Business Description: Founded in 1994, Yuzhou is a
conglomerate group integrating
diversified businesses including real
estate development, commercial
investment and operations, and hotel
operations.
Foreign Proceeding: In the Matter of Yuzhou Group Holdings
Company Limited (Case Number HCMP
1068/2024) currently pending before the
High Court of the Hong Kong Special
Administrative Region Court of First
Instance
Chapter 15 Petition Date: August 22, 2024
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 24-11441
Judge: Hon. Lisa G Beckerman
Foreign Representative: Kwok Ying Lan
5801-02, 58/F, 99 Queen's Road Central
Hong Kong Central
Hong Kong
Foreign
Representative's
Counsel: Christopher J. Hunker, Esq.
LINKLATERS LLP
1290 Avenue of the Americas
New York NY 10104
Tel: (212) 903-9267
Email: christopher.hunker@linklaters.com
Estimated Assets: Unknown
Estimated Debt: Unknown
A full-text copy of the Chapter 15 petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/MECOM6A/Yuzhou_Group_Holdings_Company__nysbke-24-11441__0001.0.pdf?mcid=tGE4TAMA
ZIGI USA: Plan Exclusivity Period Extended to August 27
-------------------------------------------------------
David S. Jones of the U.S. Bankruptcy Court for the Southern
District of New York extended Zigi USA LLC's exclusive periods to
file its chapter 11 plan of reorganization or liquidation and
obtain acceptance thereof to August 27 and October 28, 2024,
respectively.
As shared by Troubled Company Reporter, since the Petition Date,
the Debtor has been in regular contact with The CIT
Group/Commercial Services, Inc., which is the Debtor's principal
prepetition lender and factor pursuant to the Factoring Agreement
by and between the Debtor and CIT, dated August 6, 2019, which
granted CIT a security interest in substantially all of the
Debtor's assets, including its cash.
The Debtor explains that it has been in regular contact with
counsel to the Committee, producing documents and responding to
questions, including in the context of the Bankruptcy Rule 2004
examination of the Debtor's Chief Operating Officer on May 29,
2024. Since that examination, the Debtor and the Committee have
agreed to enter into mediation to resolve certain issues the
resolution of which will facilitate a plan of reorganization.
As of the date hereof, 25 claims have been filed, with $16.2
million in total amount claimed. The Debtor has not completed the
claims reconciliation process. Because this contingency could have
a significant impact on the outcome of this case, exclusivity
should be extended. Indeed, the requested extension will permit the
Debtor to file a plan after completing its mediation with the
Committee, which is currently conditionally scheduled for mid
August subject to this Court's approval of a forthcoming
stipulation.
The Debtor believes that at this time, the filing of a plan by
third parties, or even the mere threat of such a filing, would
serve no purpose other than to introduce delay and additional
administrative expenses to these cases. Moreover, it is highly
unlikely that any party in the Debtor's case could propose a
viable, fully informed plan prior to the resolution of the
contingency described supra, and thus, the proposal of any such
plan at this time would be premature and disruptive to the plan
proposal and confirmation process, without any commensurate
benefits.
Zigi USA, LLC is represented by:
Leo Jacobs, Esq.
Jacobs P.C.
595 Madison Avenue, Floor 39
New York, NY 10022
Tel: (718) 772-8704/(212) 229-0476
Email: leo@jacobspc.com
About Zigi USA
Zigi USA, LLC, a company that specializes in women's footwear
wholesale in New York, N.Y., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 23-12102) on Dec. 31, 2023, with $10 million to
$50 million in both assets and liabilities.
Judge David S. Jones oversees the case.
The Debtor tapped Jacobs PC as bankruptcy counsel; Jeffer Mangels
Butler & Mitchell, LLP as special counsel; and FIA Capital
Partners, LLC as restructuring advisor. David Goldwasser of FIA
serves as the Debtor's chief restructuring officer.
[^] BOND PRICING: For the Week from August 19 to 23, 2024
----------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
2U Inc TWOU 2.250 42.000 5/1/2025
99 Cents Only Stores LLC NDN 7.500 5.000 1/15/2026
99 Cents Only Stores LLC NDN 7.500 5.005 1/15/2026
99 Cents Only Stores LLC NDN 7.500 5.005 1/15/2026
Allen Media LLC / Allen
Media Co-Issuer Inc ALNMED 10.500 39.830 2/15/2028
Allen Media LLC / Allen
Media Co-Issuer Inc ALNMED 10.500 39.732 2/15/2028
Allen Media LLC / Allen
Media Co-Issuer Inc ALNMED 10.500 40.700 2/15/2028
Amyris Inc AMRS 1.500 0.692 11/15/2026
Anagram Holdings
LLC/Anagram
International Inc AIIAHL 10.000 0.750 8/15/2026
Anagram Holdings
LLC/Anagram
International Inc AIIAHL 10.000 0.750 8/15/2026
Anagram Holdings
LLC/Anagram
International Inc AIIAHL 10.000 0.750 8/15/2026
At Home Group Inc HOME 4.875 30.625 7/15/2028
At Home Group Inc HOME 7.125 28.782 7/15/2029
At Home Group Inc HOME 7.125 28.782 7/15/2029
At Home Group Inc HOME 4.875 31.680 7/15/2028
Audacy Capital Corp CBSR 6.500 4.500 5/1/2027
Audacy Capital Corp CBSR 6.750 4.125 3/31/2029
Audacy Capital Corp CBSR 6.750 3.924 3/31/2029
Azul Investments LLP AZUBBZ 5.875 92.659 10/26/2024
Azul Investments LLP AZUBBZ 5.875 92.409 10/26/2024
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Bank of America Corp BAC 7.000 95.338 9/20/2032
Beasley Mezzanine
Holdings LLC BBGI 8.625 57.628 2/1/2026
Beasley Mezzanine
Holdings LLC BBGI 8.625 58.281 2/1/2026
Biora Therapeutics Inc BIOR 7.250 57.259 12/1/2025
Castle US Holding Corp CISN 9.500 46.592 2/15/2028
Castle US Holding Corp CISN 9.500 46.592 2/15/2028
Citigroup Global
Markets Holdings
Inc/United States C 4.000 99.504 8/30/2024
Citigroup Global
Markets Holdings
Inc/United States C 5.800 100.000 2/27/2026
Consumers Energy Co CMS 3.125 99.354 8/31/2024
CorEnergy Infrastructure
Trust Inc CORR 5.875 70.250 8/15/2025
Cornerstone Chemical Co CRNRCH 10.250 50.750 9/1/2027
Curo Group Holdings Corp CURO 7.500 5.411 8/1/2028
Curo Group Holdings Corp CURO 7.500 21.835 8/1/2028
Curo Group Holdings Corp CURO 7.500 5.411 8/1/2028
Cutera Inc CUTR 2.250 15.750 6/1/2028
Cutera Inc CUTR 4.000 18.625 6/1/2029
Cutera Inc CUTR 2.250 34.602 3/15/2026
Danimer Scientific Inc DNMR 3.250 13.662 12/15/2026
Diamond Sports Group LLC DSPORT 5.375 1.850 8/15/2026
Diamond Sports Group LLC DSPORT 6.625 1.900 8/15/2027
Diamond Sports Group LLC DSPORT 5.375 2.075 8/15/2026
Diamond Sports Group LLC DSPORT 5.375 2.421 8/15/2026
Diamond Sports Group LLC DSPORT 5.375 2.421 8/15/2026
Diamond Sports Group LLC DSPORT 6.625 1.804 8/15/2027
Diamond Sports Group LLC DSPORT 5.375 1.774 8/15/2026
Energy Conversion Devices ENER 3.000 0.762 6/15/2013
Enviva Partners LP EVA 6.500 43.500 1/15/2026
Enviva Partners LP EVA 6.500 43.750 1/15/2026
Exela Intermediate LLC EXLINT 11.500 35.000 7/15/2026
Exela Intermediate LLC EXLINT 11.500 24.766 7/15/2026
Federal Home Loan Banks FHLB 0.450 99.353 8/26/2024
Federal Home Loan Banks FHLB 5.150 99.322 11/27/2024
Federal Home Loan Banks FHLB 0.500 96.225 9/26/2024
Federal Home Loan Banks FHLB 0.330 99.351 8/26/2024
Federal Home Loan Banks FHLB 0.500 99.356 8/26/2024
Federal Home Loan Banks FHLB 0.450 99.355 8/26/2024
Federal Home Loan Banks FHLB 1.000 99.347 8/28/2024
Federal Home Loan Banks FHLB 4.000 99.761 8/28/2024
Federal Home Loan Banks FHLB 0.510 99.313 8/30/2024
Federal Home Loan Banks FHLB 0.500 99.356 8/26/2024
Federal Home Loan Banks FHLB 0.500 99.839 8/27/2024
Federal Home Loan Banks FHLB 0.550 95.788 9/27/2024
Federal Home Loan Banks FHLB 5.250 99.421 8/28/2024
Federal Home Loan Banks FHLB 0.500 99.356 8/26/2024
Federal Home Loan Banks FHLB 2.640 99.738 8/28/2024
Federal Home Loan Banks FHLB 1.625 99.883 8/27/2024
Federal Home Loan Banks FHLB 3.750 99.395 8/28/2024
Federal Home Loan Banks FHLB 3.750 99.395 8/28/2024
Federal Home Loan Banks FHLB 3.750 99.396 8/28/2024
Federal Home Loan Banks FHLB 3.850 99.759 8/28/2024
Federal Home Loan Banks FHLB 3.016 99.800 8/28/2024
Federal Home Loan Banks FHLB 3.750 99.395 8/28/2024
Federal Home Loan Banks FHLB 0.510 99.325 8/29/2024
Federal Home Loan Banks FHLB 0.500 97.328 9/23/2024
Federal Home Loan Banks FHLB 0.550 96.858 9/23/2024
Federal Home Loan Banks FHLB 0.410 99.355 8/26/2024
Federal Home Loan Banks FHLB 0.500 99.356 8/26/2024
Federal Home Loan Banks FHLB 1.500 99.367 8/27/2024
Federal Home Loan Banks FHLB 1.600 99.855 8/27/2024
Federal Home Loan Banks FHLB 1.550 99.720 8/28/2024
Federal Home Loan Banks FHLB 1.000 96.432 9/27/2024
Federal Home Loan Banks FHLB 3.000 99.391 8/26/2024
Federal Home Loan Banks FHLB 2.000 99.724 8/28/2024
Federal Home Loan Mortgage FHLMC 5.200 99.367 11/26/2024
Federal Home Loan Mortgage FHLMC 5.250 99.311 11/25/2024
Federal Home Loan Mortgage FHLMC 5.050 99.417 8/28/2024
Federal Home Loan Mortgage FHLMC 4.000 99.399 8/28/2024
Federal Home Loan Mortgage FHLMC 3.050 99.391 8/26/2024
Federal Home Loan Mortgage FHLMC 3.650 99.393 8/28/2024
Federal Home Loan Mortgage FHLMC 3.750 99.394 8/28/2024
Federal Home Loan Mortgage FHLMC 3.820 99.396 8/28/2024
Federal Home Loan Mortgage FHLMC 3.750 99.757 8/28/2024
Federal Home Loan Mortgage FHLMC 4.000 99.399 8/28/2024
Federal Home Loan Mortgage FHLMC 3.000 51.955 11/26/2024
Federal National Mortgage FNMA 5.400 99.415 11/25/2024
Federal National Mortgage FNMA 0.455 99.877 8/27/2024
First Republic Bank/CA FRCB 4.625 2.500 2/13/2047
First Republic Bank/CA FRCB 4.375 2.500 8/1/2046
Ford Motor Credit Co LLC F 6.350 98.109 9/20/2026
GNC Holdings Inc GNC 1.500 0.835 8/15/2020
Goldman Sachs Group GS 7.000 94.297 9/20/2032
Goodman Networks Inc GOODNT 8.000 5.000 5/11/2022
Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022
H-Food Holdings LLC HEFOSO 8.500 7.713 6/1/2026
H-Food Holdings LLC HEFOSO 8.500 7.713 6/1/2026
Hallmark Financial HALL 6.250 19.721 8/15/2029
Homer City Generation LP HOMCTY 8.734 38.750 10/1/2026
Hughes Satellite Systems SATS 6.625 49.678 8/1/2026
Hughes Satellite Systems SATS 6.625 49.040 8/1/2026
Hughes Satellite Systems SATS 6.625 49.040 8/1/2026
Infinera Corp INFN 2.125 98.594 9/1/2024
Inseego Corp INSG 3.250 73.790 5/1/2025
Invacare Corp IVC 4.250 1.002 3/15/2026
JPMorgan Chase Bank NA JPM 2.000 91.031 9/10/2031
JPMorgan Chase Financial JPM 5.368 100.000 8/29/2024
Karyopharm Therapeutics KPTI 3.000 63.644 10/15/2025
Ligado Networks LLC NEWLSQ 15.500 12.000 11/1/2023
Ligado Networks LLC NEWLSQ 15.500 15.750 11/1/2023
Ligado Networks LLC NEWLSQ 17.500 2.000 5/1/2024
Lightning eMotors Inc ZEVY 7.500 1.000 5/15/2024
Luminar Technologies Inc LAZR 1.250 47.200 12/15/2026
MBIA Insurance Corp MBI 16.823 5.000 1/15/2033
MBIA Insurance Corp MBI 16.823 4.992 1/15/2033
Macy's Retail Holdings LLC M 6.700 86.513 7/15/2034
Macy's Retail Holdings LLC M 6.900 93.664 1/15/2032
Mashantucket Western
Pequot Tribe MASHTU 7.350 52.000 7/1/2026
Midland States Bancorp Inc MSBI 5.000 97.000 9/30/2029
Millennium Escrow Corp CFIELD 6.625 53.539 8/1/2026
Millennium Escrow Corp CFIELD 6.625 53.378 8/1/2026
Morgan Stanley MS 1.800 80.480 8/27/2036
NanoString Technologies NSTG 2.625 74.833 3/1/2025
New York Life
Global Funding NYLIFE 3.855 99.625 8/26/2024
New York Life
Global Funding NYLIFE 0.600 99.431 8/27/2024
New York Life
Global Funding NYLIFE 0.600 99.987 8/27/2024
Office Properties Income OPI 4.500 81.614 2/1/2025
Polar US Borrower LLC SIGRP 6.750 27.500 5/15/2026
Polar US Borrower LLC SIGRP 6.750 27.683 5/15/2026
Porch Group Inc PRCH 0.750 41.500 9/15/2026
Rackspace Technology RAX 5.375 29.000 12/1/2028
Rackspace Technology RAX 3.500 29.250 2/15/2028
Rackspace Technology RAX 5.375 28.897 12/1/2028
Rackspace Technology RAX 3.500 29.250 2/15/2028
Renco Metals Inc RENCO 11.500 24.875 7/1/2003
Rite Aid Corp RAD 8.000 44.000 11/15/2026
Rite Aid Corp RAD 7.700 4.563 2/15/2027
Rite Aid Corp RAD 7.500 41.500 7/1/2025
Rite Aid Corp RAD 8.000 17.337 11/15/2026
Rite Aid Corp RAD 6.875 3.487 12/15/2028
Rite Aid Corp RAD 7.500 17.000 7/1/2025
Rite Aid Corp RAD 6.875 3.487 12/15/2028
RumbleON Inc RMBL 6.750 73.699 1/1/2025
SVB Financial Group SIVB 3.500 59.500 1/29/2025
Sandy Spring Bancorp Inc SASR 4.250 86.000 11/15/2029
Shutterfly LLC SFLY 8.500 47.500 10/1/2026
Shutterfly LLC SFLY 8.500 47.500 10/1/2026
Southern First Bancshares SFST 4.750 97.224 9/30/2029
Southern First Bancshares SFST 4.750 97.224 9/30/2029
Southern First Bancshares SFST 4.750 97.224 9/30/2029
Spanish Broadcasting SBSAA 9.750 60.250 3/1/2026
Spanish Broadcasting SBSAA 9.750 59.500 3/1/2026
Spirit Airlines Inc SAVE 1.000 31.800 5/15/2026
Spirit Airlines Inc SAVE 4.750 66.448 5/15/2025
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
Tricida Inc TCDA 3.500 9.000 5/15/2027
Veritex Holdings Inc VBTX 4.750 89.349 11/15/2029
Veritone Inc VERI 1.750 33.000 11/15/2026
Virgin Galactic Holdings SPCE 2.500 31.250 2/1/2027
Voyager Aviation Holdings VAHLLC 8.500 15.481 5/9/2026
Voyager Aviation Holdings VAHLLC 8.500 15.481 5/9/2026
Voyager Aviation Holdings VAHLLC 8.500 15.481 5/9/2026
Vroom Inc VRM 0.750 53.875 7/1/2026
WW International Inc WW 4.500 24.842 4/15/2029
WW International Inc WW 4.500 24.954 4/15/2029
Wesco Aircraft Holdings WAIR 9.000 38.322 11/15/2026
Wesco Aircraft Holdings WAIR 13.125 1.797 11/15/2027
Wesco Aircraft Holdings WAIR 9.000 38.322 11/15/2026
Wesco Aircraft Holdings WAIR 13.125 1.797 11/15/2027
Wheel Pros Inc WHLPRO 6.500 5.000 5/15/2029
Wheel Pros Inc WHLPRO 6.500 5.377 5/15/2029
iHeartCommunications Inc IHRT 8.375 45.499 5/1/2027
*********
Monday's edition of the TCR delivers a list of indicative prices
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
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Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
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