/raid1/www/Hosts/bankrupt/TCR_Public/240912.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, September 12, 2024, Vol. 28, No. 255
Headlines
374WATER INC: Financial Woes Raise Going Concern Doubt
7419 LLC: U.S. Trustee Unable to Appoint Committee
ACCLIVITY ANCILLARY: Equitable Indemnity Claims Fail, Court Rules
ADVANCION HOLDINGS: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable
AIR INDUSTRIES: Signs Marketing Agreement With All-System Aerospace
ALPHA GENERATION: S&P Assigns 'BB-' Long-Term ICR, Outlook Stable
ALTITUDE GROUP: U.S. Trustee Unable to Appoint Committee
AMERICAN ROCK: S&P Lowers ICR to 'SD' on Missed Interest Payment
AMERIFIRST FINANCIAL: Committee May Pursue Claims vs RCP
AQUA METALS: Director Resignation Triggers Nasdaq Non-Compliance
ASBURY AUTOMOTIVE: Moody's Affirms Ba2 CFR, Outlook Remains Stable
BOND EXPRESS: Unsecureds Will Get 2.6% Dividend over 36 Months
BROKEN ARROW: Unsecureds Will Get 100% of Claims over 5 Years
BURGERFI INTERNATIONAL: Files for Chapter 11 Amid Cash Woes
CADUCEUS PHYSICIANS: Taps Mr. Grobstein of Grobstein Teeple as CRO
CAMS AUTO: Updates Unsecureds & Several Secured Claims Pay Details
CHARIOT BUYER: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable
CL CRESSLER: Hits Chapter 11 Bankruptcy Protection
CL CRESSLER: Seeks to Hire GGG Partners as Business Consultant
CLARITY LAB: Case Summary & 20 Largest Unsecured Creditors
COLUMBINE HEIGHTS: Hires Allen Vellone Wolf as Bankruptcy Counsel
COMBAT ARMORY: Sec 341(a) Meeting of Creditors on Sept. 16, 2024
CREATIVE ARTISTS: Moody's Rates New Secured First Lien Loans 'B2'
CRYOMASS TECHNOLOGIES: Raises Going Concern Doubt
DIGITAL ALLY: Adjourns Special Meeting of Stockholders to Sept. 20
DIOCESE OF BUFFALO: Releases Church Closure Plan
DIOCESE OF OGDENSBURG: Taps Becket Fund as Appellate Counsel
DOMAN BUILDING: Fitch Rates Proposed Unsecured Notes 'B+'
DOMAN BUILDING: Moody's Rates New Senior Unsecured Notes 'B1'
EBIX INC: Exits Chapter 11 Bankruptcy Under New Owner
ECAF I LTD: Fitch Affirms 'CCsf' Rating on Class B-1 Notes
EDGIO INC: Files for Chapter 11, Looks to Close Sale in 80 Days
EEI GLOBAL: Seeks to Hire Orbitbid.com Inc as Auctioneer
EMERGENT BIOSOLUTIONS: Closes New Creditor Facility, Refinancing
EMERGENT BIOSOLUTIONS: Moody's Upgrades CFR to B3, Outlook Stable
ENVIVA INC: To Get $1-Billion Facility After Chapter 11 Exit
EPR INVESTMENTS: Amends Water49 Secured Claims Pay Details
EQUIPMENTSHARE.COM INC: S&P Rates Secured Second-Lien Notes 'B'
ESE INDUSTRIES: Seeks to Hire RM Auctions LLC as Auctioneer
EVOFEM BIOSCIENCES: Signs 2nd Amendment to Aditxt Merger Agreement
FAMILY FIRST: L. Todd Budgen Named Subchapter V Trustee
FIRST ADVANTAGE: S&P Affirms 'B+' ICR, Off CreditWatch Negative
FOCUS FINANCIAL: Moody's Rates New $700MM Sr. Secured Notes 'B2'
FRONTIER COMMUNICATIONS: Fitch Puts 'B+' LongTerm IDR on Watch Pos.
FTX TRADING: Galois to Pay $225K to Investors in SEC Settlement
GSE SYSTEMS: Posts Net Loss of $854,000 in Fiscal Q2
HAH GROUP: S&P Affirms 'B-' Rating Financing and Sponsor Dividend
HDLV CONSOLIDATION: Hires Porter Hedges as Bankruptcy Counsel
HERITAGE HOME: Case Summary & 12 Unsecured Creditors
HILTON GRAND: Fitch Alters Outlook on 'BB' LongTerm IDR to Negative
HYPERION UTS: Voluntary Chapter 11 Case Summary
INNOVATIVE PAYMENT: Raises Going Concern Doubt
J. CREW: Moody's Rates New $450MM Secured Term Loan B 'B2'
JOSHUA TREE: Richard Furtek Named Subchapter V Trustee
KING WHOLESALE: Kevin Heard Named Subchapter V Trustee
KING'S MOVING: Hires Hinkle Law Firm as Bankruptcy Counsel
KOSMOS ENERGY: Fitch Gives B+(EXP) Rating on $500MM Unsecured Notes
LASERSHIP INC: S&P Alters Outlook to Negative, Affirms 'CCC+' ICR
LILYDALE PROGRESSIVE: Janice Seyedin Named Subchapter V Trustee
LL FLOORING: Unable to Find Buyer, to Pursue Liquidation
MANCHESTER HOUSING: Moody's Ups Rating on 2000 Bonds From Ba1
MARQUEZ CONSTRUCTION: Hires Miranda & Maldonado PC as Counsel
MAUDE'S ALABAMA: Kimberly Ross Clayson Named Subchapter V Trustee
MDWERKS INC: Net Loss Widened to $764,115 in Fiscal Q2
MEGA MATRIX: Posts $3.6 Million Net Loss in Fiscal Q2
MESO NUMISMATICS: Posts $2.08MM Net Loss in Fiscal Q2
MESQUITE ENERGY: Apollo Seeks Reverse of Bankruptcy Ruling
METHANEX CORP: Moody's Puts 'Ba1' CFR on Review for Downgrade
METRO AIR: Michael Abelow Named Subchapter V Trustee
MICHAEL KORS: Moody's Puts 'Ba1' CFR on Review Direction Uncertain
MIDWEST CHRISTIAN: Committee Taps Schmidt Basch as Local Counsel
MILESTONE SCIENTIFIC: Raises Going Concern Doubt
MONROE & KING: L. Todd Budgen Named Subchapter V Trustee
MRSC CO ASPEN: Case Summary & 20 Largest Unsecured Creditors
NIRVANA INVESTMENT: Voluntary Chapter 11 Case Summary
NORWICH ROMAN: Committee Hires Verdolino & Lowey as Accountant
ORYX OILFIELD: U.S. Trustee Appoints Creditors' Committee
PANOCHE ENERGY: Moody's Hikes Rating on Senior Secured Debt to Ba2
PG&E CORP: Fitch Rates Jr. Subordinated Notes Due 2055 'BB-'
PHCV4 HOMES: Voluntary Chapter 11 Case Summary
PHINIA INC: S&P Rates Proposed $400MM Senior Unsecured Notes 'BB'
PRIME CAPITAL: Receiver Loses Bid to Keep Chapter 11
PROVIDENT FUNDING: Fitch Gives B(EXP) on $400MM Sr. Unsec. Notes
QHSLAB INC: Lowers Net Loss to $2,890 in Fiscal Q2
RAZEL & RUZTIN: Gina Klump Named Subchapter V Trustee
REVIVA PHARMACEUTICALS: Lowers Net Loss to $7.9MM in Fiscal Q2
RITE AID: Exits Chapter 11 Bankruptcy, to Operate as Private Firm
ROTI RESTAURANTS: Ira Bodenstein Named Subchapter V Trustee
SERITAGE GROWTH: Financial Strain Raises Going Concern Doubt
SINGING MACHINE: Rebrands to Algorhythm Holdings
SIRIUS XM: S&P Ups ICR to 'BB+' on Simplified Ownership Structure
SS INNOVATIONS: Incurs $2.93 Million Net Loss in Second Quarter
STEWARD HEALTH: CEO De La Torre Declines to Testify in Senate Probe
STEWARD HEALTH: Gets Court Okay for Orlando Health Sale
SUBSTATION SERVICES: Unsecureds to Get 100 Cents on Dollar in Plan
SYDOW FIRM: Commences Subchapter V Bankruptcy Process
TRANSOCEAN LTD: Secures $123M Ultra-Deepwater Drillship Contract
UNITED PREMIER: Sec. 341(a) Creditors Meeting on Sept. 17, 2024
VADO CORP: Financial Strain Raises Going Concern Doubt
VENUS CONCEPT: Obtains Waiver Under Loan and Security Agreement
VENUS CONCEPT: Reports $19.9 Million Net Loss in Fiscal Q2
VEREGY INTERMEDIATE: S&P Alters Outlook to Pos., Affirms 'B-' ICR
VERITONE INC: Financial Strain Raises Going Concern Doubt
VERRICA PHARMACEUTICALS: Net Loss Widened to $17.2M in Fiscal Q2
VICTRA HOLDINGS: Moody's Rates New $500MM Sr. Secured Notes 'B1'
VIEWBIX INC: Net Loss Widened to $8.2 Million in Fiscal Q2
VIEWSTAR LLC: Seeks Bankruptcy Protection in New York
VIVIC CORP: Posts $425,222 Net Income in Fiscal Q2
VOLITIONRX LTD: Posts Net Loss of $7.1MM in Fiscal Q2
WEATHERFORD INTERNATIONAL: S&P Raises ICR to 'BB-', Outlook Pos.
WEST ALLEY: James Cross Named Subchapter V Trustee
WHEEL PROS: S&P Lowers ICR to 'D' Following Bankruptcy Filing
WHEEL PROSP: Gets Court Okay for DIP Financing
WHITTAKER CLARK: Claims vs. Brenntag Belong to Ch.11 Estate
WOOF INTERMEDIATE: S&P Downgrades ICR to 'CCC' on Default Risk
WYNN RESORTS: S&P Rates New $800MM Senior Unsecured Notes 'BB-'
[*] 10 Restaurant Chains That Filed for Bankruptcy in 2024
[^] Hilco's Sprayregen Named 2024 Harvey R. Miller Awardee
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
374WATER INC: Financial Woes Raise Going Concern Doubt
------------------------------------------------------
374Water Inc. disclosed in a Form 10-Q Report filed with the U.S.
Securities and Exchange Commission for the quarterly period ended
June 30, 2024, that there is substantial doubt about its ability to
continue as a going concern.
According to the Company, at June 30, 2024, the Company had working
capital of $7,273,354. At June 30, 2024, the Company had an
accumulated deficit of $20,910,289. For the six months ended June
30, 2024, the Company had a net loss of $4,956,785 and used
$4,934,044 of net cash in operations for the period. Further, it
expects to incur substantial losses until it can successfully
commercialize and market its AirSCWO systems, as to which there can
be no assurance that this will occur.
These conditions raise substantial doubt regarding the Company's
ability to continue as a going concern as the Company will need
additional debt or equity financing or a combination of both to
continue its operations and meet its financial obligations for 12
months from August 14, 2024, the date the condensed consolidated
financial statements were issued.
Presently, the Company will need additional debt or equity
financing or a combination of both to continue its operations and
meet its financial obligations for at least the next 12 months.
"We may consume available resources more rapidly than currently
anticipated, resulting in the need for additional funding," the
Company explained. "We expect to incur continuing losses and
negative cash flows from operations for the foreseeable future."
"Since inception, we have financed our operations principally
through the sale of debt and equity securities and operating cash
flows. We have an at-the-market (ATM) equity offering under which
we may issue up to $100 million of common stock, subject to
applicable law, which is currently inactive. During the six months
ended June 30, 2024, and year end December 31, 2023, we raised
approximately $0 and $13.4 million, respectively, of net proceeds
through this ATM which is currently inactive. The Company is
evaluating strategies to obtain the required additional funding for
future operations."
"Any additional debt or equity financing that the Company obtains
may substantially dilute the ownership held by our existing
stockholders. The economic dilution to our shareholders will be
significant if our stock price does not materially increase, or if
the effective price of any sale is below the price paid by a
particular investor. The Company may be unable to access further
equity or debt financing when needed or obtain additional financing
under acceptable terms, if at all."
The Company may decide to raise additional capital through a
variety of sources in the short-term and in the long-term,
including but not limited to:
* the public equity markets;
* private equity financings;
* collaborative arrangements;
* asset sales; and/or
* public or private debt.
If the Company is unable to raise additional capital, there is a
risk that the Company could be required to discontinue or
significantly reduce the scope of its operations. These condensed
consolidated financial statements do not include any adjustments
related to the recoverability and classification of recorded asset
amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/5xruvtv2
About 374Water Inc.
Durham, N.C.-based 374Water Inc. is developing a technology that
transforms wet wastes such as sewage sludge, biosolids, food waste,
hazardous and non-hazardous waste, and forever chemicals (e.g.,
"per-and polyfluoroalkyl substances" or "PFAS") into recoverable
resources by focusing on waste as a valuable resource for water,
energy, and minerals.
As of June 30, 2024, the Company had $12.2 million in total assets,
$1.5 million in total liabilities, and $10.7 million in total
stockholders' equity.
7419 LLC: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------
The U.S. Trustee for Region 16 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of 7419, LLC.
About 7419 LLC
7419, LLC, a company in Highland, Calif., filed Chapter 11 petition
(Bankr. C.D. Calif. Case No. 24-12519) on May 7, 2024, with total
assets of $1,900,000 and total liabilities of $1,326,654 as of May
6, 2024.
Judge Magdalena Reyes Bordeaux oversees the case.
Benjamin Heston, Esq., at Nexus Bankruptcy is the Debtor's legal
counsel.
ACCLIVITY ANCILLARY: Equitable Indemnity Claims Fail, Court Rules
-----------------------------------------------------------------
Judge Marvin Isgur of the United States Bankruptcy Court for the
Southern District of Texas granted Acclivity West, LLC's motion for
summary judgment on the four proofs of claim filed by a group of
sales representatives.
A group of claimants seeks equitable indemnity against Acclivity
West. Under California law, the absence of Acclivity West's joint
liability with the claimants means the equitable indemnity claims
fail.
Claimants are a group of sales representatives for one of the
Debtors. The claimants are Kelly Woo, Aleksander Dyo, Profectus
Wealth Management Co. and Profectus Financial & Insurance Services,
Inc. Woo and Dyo co-own Profectus Wealth and Profectus Financial.
Three prior California lawsuits relevant to the resolution of the
summary judgment motion are the Sedlar-Sholty suit, the Mohr suit,
and the Huh suit:
-- The Sedlar-Sholty lawsuit commenced in 2021 when some
purchasers of Acclivity West's life policy settlement shares sued
Acclivity West in California superior court for negligence, breach
of fiduciary duty, and intentional and negligent
misrepresentation.
-- The Mohr lawsuit commenced in 2021 when Woo and Dyo sued
Acclivity West in California superior court. The plaintiffs sought
declaratory relief as to their indemnity rights.
-- The Huh lawsuit commenced in 2023 when John Huh, another
purchaser, sued both Acclivity West and the Claimants in California
superior court. The plaintiffs asserted claims for breach of
contract, breach of fiduciary duty, negligence, and intentional and
negligent misrepresentation.
In June 2023, Acclivity West was dismissed as a defendant in the
Huh lawsuit because the court found the causes of action asserted
against the Debtor were identical to those in the Sedlar-Sholty
suit. Huh subsequently joined the Sedlar-Sholty suit as a
plaintiff.
In September 2023, the state court in the Sedlar-Sholty lawsuit
dismissed all claims against Acclivity West. The state court made
these findings:
(i) on the negligence claim, Acclivity West owed no duty to the
plaintiffs;
(ii) on the breach of fiduciary duty claim, Acclivity West had no
fiduciary relationship with the plaintiffs; and
(iii) on the intentional and negligent misrepresentations claims,
Acclivity West made no actionable misrepresentation to the
plaintiffs.
Claimants filed four proofs of claim for equitable indemnity
against Acclivity West for attorney's fees and damages incurred in
the Sedlar-Sholty, Mohr, and Huh lawsuits. The total sought across
the four proofs of claim is $6,482,463.11:
1. Proof of Claim No. 16 filed by Woo, asserting a general
unsecured claim against Acclivity West in the amount of
$1,215,128.86.
2. Proof of Claim No. 17 filed by Dyo, asserting a general
unsecured claim for $1,214,234.35.
3. Proof of Claim No. 18 filed by Profectus Wealth, asserting
a general unsecured claim for $1,211,161.81.
4. Proof of Claim No. 20 filed by Profectus Financial,
asserting a general unsecured claim for $2,841,938.09.
The basis of each claim is the alleged non-contractual equitable
indemnification obligation of Acclivity West to indemnify Claimants
for damages and attorney's fees from the prior lawsuits.
On March 21, 2024, Acclivity West moved for summary judgment on the
four proofs of claim. Acclivity West argues the claims should be
disallowed under Sec. 502(e)(1)(B) of the Bankruptcy Code or
otherwise fail as equitable indemnity claims.
Acclivity West argues Sec. 502(e)(1)(B) mandates the disallowance
of the four claims as contingent claims for indemnity for which a
debtor is co-liable with a claimant.
Acclivity West alternatively argues that Claimant's equitable
indemnity claims fail because they lack a necessary element under
California law -- joint liability.
Claimants opposed the motion, arguing Sec. 502(e)(1)(B) was not
applicable because Acclivity West is not jointly liable. Rather,
Claimants argue "Debtor's liability is to Claimants, and Claimants
only. . . . Accordingly, Debtor and Claimants are not coliable for
the attorney['s] fees and costs incurred by Claimants in the
Lawsuits and thus, [Sec.] 502(e) is not applicable."
Judge Isgur says, "Claimants are unable to make a claim for express
indemnity because the indemnity provision, Sec. 5.1 of the Sales
Representative Agreements, unambiguously provides Acclivity West --
and Acclivity West alone -- an indemnity right.
He explains, "Claimants instead turn to equitable indemnity
because, '[u]nlike express indemnity, traditional equitable
indemnity requires no contractual relationship between an
indemnitor and an indemnitee.' Rather, '[s]uch indemnity is
premised on a joint legal obligation to another for damages[.]'
Acclivity West's joint liability is, indisputably, a necessary
prerequisite to Claimants' equitable indemnity claims."
The parties do not dispute that the California trial court granted
summary judgment in Acclivity West's favor in the Sedlar-Sholty
lawsuit, dismissing all claims against it. The court found
Acclivity West had no liability on the negligence, breach of
fiduciary duty, and intentional and negligent misrepresentation
claims. There are two consequences to this fact.
According to Judge Isgur, "Because Debtor 'is not liable at all,'
Claimants are unable to make any tenable equitable indemnity
claims. As a result, Acclivity West's second argument for summary
judgment, which rests upon an absence of co-liability, succeeds."
"Under Sec. 501(b)(1), applicable California indemnity law prevents
Claimants' claims. Therefore, proofs of claim 16, 17, 18 and 20 are
unenforceable against Debtor," he concludes.
A copy of the Court's decision is available at
https://urlcurt.com/u?l=5FLTTg
About Acclivity
Acclivity Ancillary Services, LLC and Acclivity West, LLC filed
voluntary Chapter 11 petitions (Bankr. S.D. Texas Lead Case No.
24-90001) on Jan. 5, 2024. At the time of the filing, both Debtors
reported up to $50,000 in assets and $1 million to $10 million in
liabilities.
Judge Marvin Isgur oversees the cases.
Lenard M. Parkins, Esq., at Parkins & Rubio, LLP and Schwartz
Associates, LLC serve as the Debtors' legal counsel and financial
advisor, respectively. W. Marc Schwartz, chairman of Schwartz
Associates, is the Debtors' chief restructuring officer.
ADVANCION HOLDINGS: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term (LT) Issuer Default Rating
(IDR) of Advancion Holdings, LLC (Advancion; OpCo) at 'B-'. The
Rating Outlook remains Stable. Fitch has also affirmed Advancion's
first lien senior secured LT issue ratings at 'B+'/'RR2', and its
second lien LT issue rating at 'CCC'/'RR6'.
Fitch has additionally affirmed Advancion Sciences, Inc.'s (HoldCo)
LT IDR at 'CCC+', and the LT issue rating of its HoldCo PIK Toggle
Notes at 'CCC-'/'RR6'. Advancion Sciences, Inc.'s Outlook also
remains Stable.
The ratings reflect Advancion's strong and stable EBITDA margins,
position as a sole-source supplier for the majority of its revenue
base, its strongly differentiated product portfolio, and adequate
liquidity. The rating is constrained by the company's elevated
leverage profile and small size.
The Stable Outlooks reflect Fitch's expectations for EBITDA
interest coverage to steadily improve to above 1.5x by 2025 and for
EBITDA leverage to decline over the medium term but remain close to
7.0x.
Key Rating Drivers
Stable Performance Supports Financial Flexibility: Strong pricing,
lower raw materials costs, and rebounding demand across most
markets supported modest recoveries in Advancion's operating
performance through YTD 1H24, as shown by YoY sales growth of 2%
and Fitch-defined EBITDA being roughly flat YoY at $80 million.
These results demonstrate a meaningful improvement compared to
2H23, where volumes were impacted by soft demand across regions and
inventory destocking by end customers within the biotech and
industrials markets.
Fitch expects destocking trends to persist within biotech markets
through at least 1H25, resulting in tapered earnings growth for the
Life Sciences segment through 2025 before accelerating thereafter.
Advancion's profitability remains strong, with 2024F EBITDA margin
of above 40%.
Fitch forecasts Advancion's FCF generation to return to slightly
positive in the near-term and growing YoY thereafter, on the back
of improving profitability, a slowly alleviating cash interest
burden, and management prudently pausing certain growth capex
projects to preserve cash flow until operating conditions become
more supportive.
Fitch expects the improved FCF forecast to lead to decreasing
utilization under the revolver over the medium-term. Further
supporting the issuer's adequate financial flexibility is EBITDA
interest coverage forecast to trend back above 1.5x by 2025, given
current forward rates and forecasted growth in EBITDA.
Elevated Leverage: Advancion's debt load remains elevated relative
to its average EBITDA generation, stemming from the 2020
recapitalization, 2021 dividend recapitalization, and 2022
incremental term loan issued to fund the acquisition of Expression
Systems, LLC. Fitch forecasts Fitch-calculated EBITDA leverage to
moderately improve towards 7.0x by 2026, after peaking at 9.4x in
2023, primarily driven by recoveries in EBITDA and some repayments
of the outstanding revolver balance. Fitch expects that any excess
FCF generation realized over the medium term is applied towards
reducing the revolver balance and in favor of material
discretionary capex or M&A spending.
HoldCo PIK Toggle Note Considerations: The HoldCo notes issued by
Advancion Sciences, Inc. have a 'Pay if You Can' PIK Toggle
feature, whereby the issuer has the option to either cash-pay
interest at a rate of 9.25% per annum, or, in the event that cash
transfers from OpCo to make cash interest payments are
insufficient, pay-in-kind the interest due at a rate of 10% per
annum.
Distributions from OpCo to HoldCo for funding cash interest
payments under the HoldCo notes are subject to restricted payments
capacity under the 1st Lien Credit Agreement and a minimum pro
forma liquidity of $85 million plus adjustments. Under Fitch's
ratings case, OpCo liquidity steadily improves but with small
headroom above the minimum threshold, leading the instrument to
remain in PIK status for most of the forecast period.
A switch to PIK at the HoldCo notes would support liquidity at the
OpCo level, and have no impact on OpCo's leverage, given that the
HoldCo notes exist outside of the secured debt's borrowing group
and lack guarantees. However, an increasing debt load at the HoldCo
also could ultimately heighten the refinancing risk of the HoldCo
notes, which mature in November 2026. A refinancing of the HoldCo
notes that results in material new debt added to the OpCo's balance
sheet could result in a negative rating action.
Global Producer of Nitroalkanes: Advancion is the only global
commercial producer of nitroalkanes and the only manufacturer in
the world to use propane nitration technology, which can yield a
highly specialized nitroalkane derivate product portfolio. The
company benefits from being the sole supplier for products that
represent approximately 60% of its revenue.
The majority of Advancion's end markets are characterized by high
switching costs with Advancion's products comprising a small
percentage of end-product costs. Products are also frequently
essential ingredients in formulations and processes. This
contributes to the longevity of customer relationships. As a niche
producer in the additives industry, Advancion has significant scale
and technical expertise that present barriers to prospective
entrants.
Limited Input Price Risk: Advancion utilizes over 100 different raw
materials as inputs into its chemistries. The most prominent of
these are propane, ammonia, formaldehyde, hydrogen and natural gas.
Most of these inputs are directly or indirectly linked to natural
gas prices, as ammonia production uses natural gas, propane can be
a co-product of natural gas processing, and formaldehyde is indexed
to methanol, which is tied to natural gas.
Advancion's Sterlington, LA site is strategically located to take
advantage of raw material security through the abundance of U.S.
shale production in the region. While the company is most exposed
to rising raw materials, packaging and freight, the risks are
limited due to Advancion's value-based approach to pricing and its
demonstrated ability to push through price increases.
Parent Subsidiary Linkage Considerations: Advancion Sciences,
Inc.'s 'CCC+' LT IDR is notched down by one to Advancion Holdings,
LLC's 'B-' LT IDR to reflect Fitch's assessment of porous legal
ring-fencing and open access & control between the two entities,
per Fitch's "Parent and Subsidiary Linkage Criteria."
Derivation Summary
In the 'B' rating category, Advancion compares well against rated
peers W. R. Grace Holdings LLC (B/Stable), Vantage Specialty
Chemicals (B/Negative) and Kymera International (B-/Stable) in
terms of EBITDA margin, interest coverage and FCF generation in
normal operating environments. However, it is toward the lower end
of the peer group in terms of size, based on revenue, and holds the
most elevated leverage profile.
Advancion is significantly smaller than the peers. However,
Advancion's EBITDA margins typically in the mid-40% range far
exceed the peer group. Advancion's high EBITDA margins reflect its
products' barriers to entry and its customers' high switching
costs.
Key Assumptions
- Sales recover by about 9% in 2024, driven by continued momentum
in the industrials and consumer-oriented end markets, coupled with
strong pricing, partially offset by destocking in life sciences
markets. Sales growth moderates to about 4% annually thereafter,
supported by anticipated rebounds in life sciences volumes;
- EBITDA Margins are resilient at 40% or higher throughout the
forecast horizon, supported by improving fixed cost absorption,
continued strong pricing, lower raw material costs, and some
realized cost savings;
- Capex spending slowly increases towards approximately $40 million
by 2026, after being held at around $20 million in 2024 to preserve
cash flow;
- Revolver is refinanced prior to the 2025 maturity with similar
terms to existing.
Recovery Analysis
KEY RECOVERY ASSUMPTIONS:
Going-Concern Approach
Fitch's recovery analysis uses a going concern approach and a $150
million going concern EBITDA. This going concern approximates a
bottom-cycle EBITDA in the stress case and reflects the resilience
Advancion has demonstrated through prior adverse operating
environments.
An enterprise value (EV) multiple of 7.0x is applied in Fitch's
recovery analysis. The 7.0x multiple is at the upper end within
Fitch's chemicals portfolio and is warranted to reflect its
relatively lower cash flow risk as demonstrated by its performance
during periods of poor operating conditions, strong EBITDA and FCF
margins and the inherent growth of its life sciences segment. The
7.0x multiple is also within the range of historical bankruptcy
case study exit multiples for peer companies, which ranged from 5x
to 8x, but above the median of 6x.
Fitch estimates the going concern EV to be approximately $1,050
million, which is greater than the liquidation value. After a 10%
adjustment for administrative claims, $945 million remains for
creditors.
With an assumed 80% drawn $125 million revolving facility, $1,019
million in first lien term loan tranches and a $345 million second
lien term loan, the going concern EV approach results in a recovery
rating of 'B+'/'RR2' for the first lien facilities, a 'CCC'/'RR6'
for the second lien term loan, and a 'CCC-'/'RR6' for the HoldCo
notes.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Demonstrated prioritization of debt reduction over shareholder
distributions, leading to EBITDA Leverage approaching 6.5x;
- EBITDA Interest Coverage durably above 2.0x;
- Consistently positive FCF generation.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA Interest Coverage sustained below 1.5x;
- Failure to successfully extend 2025 revolver maturity in a timely
manner;
- Sustained negative FCF generation and/or high utilization under
the revolver, signaling limited liquidity and a higher likelihood
of triggering the First Lien Net Leverage covenant under the first
lien credit agreement;
- A pattern of aggressive capital deployment including frequent or
outsized acquisitions and/or prioritization of shareholder
returns.
Liquidity and Debt Structure
Adequate Liquidity: Advancion's liquidity position has reduced to
approximately $78 million as of June 30, 2024, comprised of
approximately $14 million in cash and $64 million in availability
under the senior secured revolver. Fitch's forecast points to FCF
returning to positive by 2024F and persisting thereafter, resulting
in steadily decreasing revolver utilization through the forecast.
Fitch expects that positive FCF generation realized over the
medium-term is applied towards reducing the revolver balance.
Manageable Upcoming Maturities: Advancion benefits from no upcoming
debt maturities until the first lien senior secured revolver in
November 2025. Fitch expects the company to successfully refinance
the revolver prior to maturity, supported by an improving trend in
EBITDA Leverage and FCF generation.
The HoldCo notes mature in November 2026. A refinancing of the
HoldCo notes that results in material new debt added to the OpCo's
balance sheet could result in a negative rating action. Advancion's
first lien secured term loans (approximately $1.0 billion currently
outstanding) mature in 2027, before the $345 million second lien
secured term loan matures in 2027.
Issuer Profile
Advancion Holdings, LLC (d/b/a Advancion) is a global specialty
chemicals producer with a 70+ year track record, operating in life
sciences, personal care and industrial specialties.
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
----------- ------ -------- -----
Advancion Sciences,
Inc. LT IDR CCC+ Affirmed CCC+
senior unsecured LT CCC- Affirmed RR6 CCC-
Advancion Holdings,
LLC LT IDR B- Affirmed B-
senior secured LT B+ Affirmed RR2 B+
Senior Secured
2nd Lien LT CCC Affirmed RR6 CCC
AIR INDUSTRIES: Signs Marketing Agreement With All-System Aerospace
-------------------------------------------------------------------
Air Industries Group announced Sept. 4 a partnership with
All-System Aerospace International to expand access in the rapidly
growing Foreign Military Sales ("FMS") market. The partnership
agreement covers sales to 17 countries across Europe, the Middle
East, Asia, and the Pacific, marking a major step forward in Air
Industries' strategic goal to broadening manufacturing and
distribution to allied militaries.
The Company said, "Through this collaboration, Air Industries is
poised to leverage All-System Aerospace's well-established
international network of customers, enabling it to swiftly expand
distribution of its product offerings and meet the growing demand
in the FMS market. All-System Aerospace is a leading distributor
of military hardware to foreign militaries, supporting military
platforms including the Blackhawk, CH-53 Heavy Lift, and CH-47
Chinook. Together we will simplify supply chain management and
reduce lead times, delivering efficient and reliable aftermarket
products."
The FMS market has been experiencing rapid growth. The Defense
Security Cooperation Agency reported that FMS sales surged from
$34.8 billion in fiscal year 2021 to $66.2 billion in fiscal year
2023, an increase of nearly 90%.
Lou Melluzzo, chief executive officer of Air Industries commented:
"Today, international sales remain a small percentage of our annual
sales. Expanding distribution and sales to allied nations has been
a strategic goal for Air Industries, and we are ecstatic to now be
in a position to tap into the growing FMS market. International
demand for U.S. military equipment deployed in critical missions,
has been experiencing rapid growth and we expect it to continue.
This new agreement greatly enhances international customers' access
to our broad portfolio of aircraft products. We look forward to
working closely with All-System Aerospace in the years ahead and to
a mutually beneficial relationship."
Adam Zacek, president of All-System Aerospace, added: "We are
thrilled to support Air Industries in their FMS efforts. This
agreement empowers All-System Aerospace to expand its product
offering to the FMS community, enhancing support for
U.S.-manufactured helicopter and fixed wing requirements. Our
almost 50 years of experience in delivering high quality, rapid
response solutions will now be complemented by Air Industries'
innovative products, benefiting both companies and our growing
client base."
About Air Industries Group
Air Industries Group (NYSE American: AIRI) is an integrated
manufacturer of precision assemblies and components for leading
aerospace and defense prime contractors and original equipment
manufacturers. Its products include landing gears, flight
controls, engine mounts and components for aircraft jet engines,
ground turbines and other complex machines.
Saddle Brook, New Jersey-based Marcum LLP, the Company's auditor
since 2008, issued "going concern" qualification in its report
dated April 15, 2024, citing that for the period ending March 31,
2024, the Company was not in compliance with the financial
covenants required under the terms of its current credit facility,
and it is reasonably possible that the Company will not receive a
waiver and may fail to meet these financial covenants in future
periods. The Company is required to maintain a collection account
with its lender into which substantially all of the Company's cash
receipts are remitted. If the Company's lender were to cease
lending and keep the funds remitted to the collection account, the
Company would lack the funds to continue its operations. Failure
to receive a waiver or meet the financial covenants in future
periods raise substantial doubt about the Company's ability to
continue as a going concern."
ALPHA GENERATION: S&P Assigns 'BB-' Long-Term ICR, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' long-term issuer credit
rating (ICR) to Alpha Generation LLC (AlphaGen); and its 'BB+'
issue-level rating, and '1' recovery rating, to the company's
proposed $1.95 billion senior secured term loan B (TLB) and $700
million senior secured revolving credit facility (RCF). S&P Global
Ratings also assigned its 'B+' issue-level rating, and '5' recovery
rating, to the proposed $800 million senior unsecured debt.
AlphaGen is a newly formed independent power producer (IPP) that is
raising $2.75 billion in debt funding as part of its formation and
capitalization.
AlphaGen's key risk is exposure to market factors that drive the
company's profitability, cash generation, and ultimately, the
economic profile and longevity of its assets. AlphaGen operates a
fleet of price-taking assets, the performance of which is heavily
influenced by both short- and long-term energy demand and supply
factors that are outside of its control. Power prices are volatile
and can vary considerably depending on factors such as marginal
fuel cost, weather conditions, and emission costs. Capacity
revenues provide some cash flow visibility; however, capacity
markets have also experienced downturns. For example, in the
Pennsylvania-New Jersey-Maryland Interconnection (PJM), where about
51% of AlphaGen's portfolio is located, prices fell considerably,
and consistently, over three auctions that covered the 2022-2023,
2023-2024, and 2024-2025 delivery periods. Capacity prices in the
PJM have rebounded sharply in the latest auction, however, and the
momentum is considerably stronger, owing to the fundamental nature
of the price shift. In addition to price volatility, regulatory
ambiguity and adverse rule changes by regional transmission
organizations (RTOs) are also key risks, as they can create
uncertainty and affect the cash flow generation of operating
facilities. AlphaGen plans to mitigate market risk by deploying a
ratable hedging program. S&P views this as credit supportive, as it
should limit cash flow variability and provide some predictability
to cash flows over its outlook period.
There are secular tailwinds in the power sector. S&P believes
AlphaGen is positioned to capitalize on favorable market
conditions. Power markets are experiencing a strong resurgence on
the back of rising load projections, shrinking baseload supply,
frequency and severity of weather events, and the continued influx
of renewable generation, which is making power grids volatile, or
non-firm, due to their intermittent nature. With the rapid buildout
of low-variable-cost renewable generation, particularly over the
past five years, power prices fell as market heat rates contracted,
eroding the economics of firm, thermal generation. At the end of
2023, about 135 gigawatts (GW) of U.S. grid-connected, coal-fired
capacity that existed in 2010 had retired (although a part of this
displacement is also attributable to the shale evolution, and the
consequent rise of efficient natural gas-fired plants). Although
the phaseout of high-carbon-emitting generation was the goal of
this transition, an unintended consequence has been an erosion in
grid reliability, which is now becoming increasingly evident as
renewables continue to grow in parallel. Dispatchability, which had
taken a backseat as power markets chased clean megawatts (MW), is
now considered an equally important attribute of power (alongside
emission characteristics), as concerns about reliability have
mounted. Further intensifying this dynamic is the broader
recognition that demand growth will be much higher than previously
anticipated, driven by AI-related infrastructure buildout,
onshoring, and electrification. In the past, demand growth
projections were flat to modest, as they were largely offset by
energy efficiency and behind-the-meter solar installations.
S&P said, "We believe natural gas-fired assets will live longer,
and their economic profile will be stronger, in the coming years.
Power prices have been fairly resilient despite low natural gas
prices, forward curves remain relatively strong, and now capacity
markets are also reflecting market tightness. The latest PJM
auction cleared a record-high systemwide price of $270 per
megawatt-day (MW-day), with two zones clearing as high as
$444/MW-day and $466/MW-day. We expect capacity prices in the PJM
will remain elevated, and forecast the next auction, to be held in
December 2024 for the 2026-2027 delivery years, will clear at least
$200/MW-day."
CCGTs, which represent about 57% of AlphaGen's portfolio, are best
positioned within the thermal based generation category to capture
tight market conditions and strong market economics. The cash flow
profile of CCGTs is also much more resilient relative to peaking
assets, which rely heavily, or solely, on capacity markets. Two of
AlphaGen's CCGTs, Bethlehem (877 MW) and Bridgeport (500 MW), are
the second-most-efficient units in their respective states, which
should give them an advantage compared with other thermal
generation in the dispatch curve, resulting in increased dispatch
at competitive margins. S&P said, "Other efficient CCGTs in the
AlphaGen portfolio include Kleen, Keys, Sewaren, and Lordstown,
which we believe should all provide value creation and cash flow
generation opportunities. AlphaGen also owns Arthur Kill, an 872-MW
load-following facility in New York City, or NYISO Zone J, a highly
constrained load zone in NYISO, and one of the premium power
markets in the U.S. Although the asset is operating under a tolling
agreement until April 2025, capacity prices in Zone J are also
trending high due to tight demand and supply, which is not expected
to ease until later in the decade. While Arthur Kill's tolling
agreement price is underwater, we understand that AlphaGen is
negotiating an extension, which should reset the price to market
levels."
S&P said, "There is some cash flow visibility through our forecast
period. Although AlphaGen is primarily a merchant platform, there
are elements of cash flow certainty, largely owing to Arthur Kill's
tolling agreement, various capacity locks, cleared capacity,
resource adequacy payments, and energy hedges. We estimate that
these contracts will represent about 40%-45% of our projected gross
margins in 2025 and 2026. We view this as supportive of the
company's fair business risk assessment, and we expect AlphaGen
will maintain hedging rigor, and find opportunities to firm its
cash flow where possible."
The portfolio has regional and asset diversity. The portfolio is
composed of 19 individual facilities spread across four different
RTOs (PJM, NYISO, ISONE, CAISO), six different capacity price zones
(PJM EMAAC: 36%, PJM MAAC: 7%, PJM RTO: 8%, NYISO Zone J: 8%, NYISO
ROS: 22%, ISONE: 17%, CAISO: 2%), and six different states. S&P
believes this diversity mitigates risks associated with a certain
market (such as regulatory changes, weather, or fuel shortages), or
a particular asset (technical issues or equipment failures).
Diversification also provides operational flexibility. For example,
some CCGTs that are expected to operate at high capacity factors
(Bethlehem, Bridgeport, Sewaren) are backstopped by peaking
facilities in their respective ISOs. Therefore, if they were to
experience an operational disruption, especially during hedged
periods, the peaking facilities can provide backup generation and
limit potential losses. In addition, eight of the company's
facilities are dual fuel, and five of those (about 3.6 GWs) are
CCGTs. This provides operational flexibility and optionality,
especially during the winter months, when natural gas can be
constrained in the Northeast.
Almost all of AlphaGen's fleet is subject to RGGI costs, which have
been increasing at an unprecedented rate. The cost of Regional
Greenhouse Gas Initiative (RGGI) allowances has increased
considerably over the past few years, and the latest auction
cleared a unit price of about $25.75/unit (up from $7.50/unit at
the beginning of 2021). Except Lordstown, which is in Ohio, a
non-RGGI state, all of AlphaGen's CCGT fleet is located in states
that participate in the RGGI program and are therefore subject to
increasing carbon costs. S&P said, "We view this as a competitive
disadvantage compared with peers that might not have this level of
emission cost exposure. At the current level of RGGI allowance
prices, even the most efficient combined-cycle plants experience a
notable reduction in spark spreads, lowering their competitiveness,
and affecting their cash flow generation capacity. Increasing
carbon costs should be reflected in energy prices; however, power
markets are complicated, with a confluence of factors driving
prices, which may, or may not fully correlate with the trajectory
carbon of costs. On average, given the efficiency profile of
AlphaGen's CCGTs that are in RGGI states, we estimate a nearly
$11/megawatt-hour (MWh) reduction in spark spreads at a RGGI
allowance price of $26/unit."
Given the cap-and-trade nature of the RGGI program, the number of
allowances offered in auctions is also decreasing. In the latest
auction, which was held in September, the quantity of allowances
offered was about 16 million, versus more than 22 million
allowances that were offered in an auction two years ago. In
addition to reducing supply, RGGI has also seen heavy interest from
investors (that is, entities with no carbon compliance obligations)
as an asset class, who are speculating on its rising price as
supply tightens relative to demand. At this stage, because power
prices are strong, the impact of RGGI might not be as financially
disruptive, however, its trajectory is noteworthy, and may
adversely affect plant economics if energy prices soften.
S&P said, "The stable outlook reflects our expectation that
AlphaGen's assets will perform as expected, and market factors,
such as energy spreads, capacity prices, and emission costs, etc.,
will not deviate materially from our forecast. We forecast debt to
EBITDA, and FFO to debt of about 3.7x-4.0x, and 16%-18%,
respectively, for 2025 and 2026.
"We would lower the rating if we believe AlphaGen will be unable to
maintain a debt-to-EBITDA ratio of 4.5x and FFO-to-debt ratio of at
least 14%, during our outlook period. Such an outcome would likely
be a result of poor operating performance, or lower-than-projected
generation, spark spreads, and capacity prices. This could also
occur if, contrary to our expectations, the company's sponsor
employs a more aggressive financial policy and leverages the
balance sheet beyond current levels.
"An upgrade is unlikely in the near term. Arclight's majority
ownership of AlphaGen caps our financial policy assessment at FS-5,
which is consistent with an aggressive financial risk profile." An
upgrade will require a change in our assessment of the company's
financial policy, which would likely be driven by an IPO, or a sale
of a substantial portion of its equity holdings by Arclight. For an
upgrade, we would also look for debt to EBITDA to fall to below
3.5x, and FFO to debt of at least 22%. This could either come from
a permanent, and sustained improvement in our earnings outlook for
the company, or a reduction in its debt, at the current earnings
profile.
The company operates a fleet of natural gas-fired power generation
assets, which have emission profiles of varying degrees, depending
on their age and thermal efficiency. About 39% of AlphaGen's fleet
has heat rates in excess of 10,000 Btu/kWh, meaning they are highly
inefficient, and mostly operate at peak hours. S&P also considers
these assets at a higher risk of stringent environmental
regulations and economic retirements, as cleaner generation
resources increase in supply, and are also able to deliver
emission-free and firm power. AlphaGen's CCGT fleet, which
represents 57% of total capacity, operates as mid-merit, or
baseload facilities, and is much more competitive, and better
positioned to weather energy transition risk, given the efficiency
profiles. Governance is a moderately negative consideration, as is
the case for most rated entities owned by private-equity sponsors,
which S&P believes employ aggressive financial techniques to
enhance returns during relatively shorter time frames.
ALTITUDE GROUP: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The U.S. Trustee for Region 21, until further notice, will not
appoint an official committee of unsecured creditors in the Chapter
11 case of The Altitude Group, LLC, according to court dockets.
About The Altitude Group
The Altitude Group LLC, doing business as Core Home Security,
sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
S.D. Fla. Case No. 24-17893) on August 1, 2024. In the petition
filed by Ryan Neill, manager, the Debtor disclosed between $1
million and $10 million in both assets and liabilities.
Judge Erik P. Kimball oversees the case.
The Debtor tapped Tate M. Russack, Esq., at RLC, PA Lawyers &
Consultants as bankruptcy counsel and Ken Kirschenbaum, Esq., at
Kirschenbaum & Kirschenbaum PC as special counsel.
AMERICAN ROCK: S&P Lowers ICR to 'SD' on Missed Interest Payment
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on American
Rock Salt Co. LLC to 'SD' (selective default) from 'CCC-'. At the
same time, S&P lowered its issue-level rating on the first-lien
debt to 'D' from 'CCC-'. S&P's 'C' issue-level rating and '6'
recovery rating on the second-lien debt are unchanged.
American Rock Salt Co. LLC failed to meet its interest payment
obligation on its first-lien debt during the five-day stated grace
period in its credit agreement which ended on Sept. 6, 2024.
Although the company entered into a second amendment to the credit
agreement on Sept. 6, 2024, which among other things, extended the
grace period to Sept. 24, the company did not meet our timeliness
of payment standards.
S&P said, "We view the failure to meet the interest payment
obligation within the original stated grace period as tantamount to
a default, leading to the downgrade. The interest payments on
American Rock Salt's first and second-lien term loans were due on
Aug. 29, 2024. The company missed the interest payments and only
paid the interest on the second-lien debt by the end of the
five-day grace period on Sept. 6, 2024. On that same day, the
company entered into a second amendment to the credit agreement,
which among other things, extended the grace period to Sept. 24,
2024.
"As per our criteria, we expect payment to be made within the
earlier of the stated grace period or 30 calendar days from the
interest due date. Therefore, in our view, the extension of the
grace period further delays the timing of payments, resulting in
lenders receiving less than originally promised under the terms of
the original credit agreement. Additionally, we do not believe the
company had the ability to pay the interest absent the extension of
the grace period. We view this as tantamount to a default, leading
to a downgrade to 'SD', reflecting our belief that the company has
selectively defaulted on the first-lien debt. We expect the company
will continue to honor all other obligations in a timely manner.
"The company is working with lenders to find a lasting solution to
address its ongoing liquidity crisis which arose because of poor
operating results in the first nine months of fiscal 2024 (fiscal
year end is September). We will review our issuer credit rating on
the company and issue-level ratings on its debt once the capital
structure is stabilized."
American Rock Salt supplies road and highway de-icing salt
primarily in western and central New York and Pennsylvania, regions
typically affected by heavy lake-effect snow. The business is
highly seasonal, with more than 80% of sales between October and
March. It bases sales on annual purchase contracts with set pricing
and volumes, including minimums and maximums subject to
weather-based demand. American Rock Salt is privately owned.
AMERIFIRST FINANCIAL: Committee May Pursue Claims vs RCP
--------------------------------------------------------
Judge Thomas M. Horan of the United States Bankruptcy Court for the
District of Delaware granted in part and denied in part the motion
filed by the Official Committee of Unsecured Creditors of
AmeriFirst Financial, Inc., and its affiliate for an order (i)
granting leave, standing, and authority to commence and prosecute
certain claims on behalf of the debtors' estates, and (ii)
exclusive settlement authority in respect of those claims. Judge
Horan rules that the Committee has colorable claims as to Counts I,
II, III, IV, and VII. The Court also determines that the Debtors
unjustifiably refused to prosecute those claims.
On April 2021, Reverence Capital Partners and AmeriFirst Financial,
Inc., a retail mortgage lender, entered into a Credit Agreement
under which RCP loaned $50 million to AFI. In connection with the
2021 Credit Agreement, AFI granted RCP a security interest in an
account at Western Alliance Bank -- the "Collection Account" under
the 2021 Credit Agreement; RCP executed a deposit-account control
agreement on the account on April 21, 2021. The "Collection
Account" was then moved to an account at Veritex Community Bank,
with RCP executing a DACA on the account on August 18, 2022.
On December 2, 2022, RCP called a default regarding AFI's default
of the net worth covenant. RCP issued written notices the the
Warehouse Lenders notifying them of the December 2022 NOD. The
Warehouse Lenders accelerated their loans, becoming "due
immediately." Fannie Mae, Freddie Mac, and Ginnie Mae, AFI's
government sponsored enterprises, suspended AFI's ability to sell
and service mortgages with those entities.
On May 15, 2023, AFI agreed to an Amended and Restated Credit and
Security Agreement, a pledge agreement, the Limited Waiver and
Second Amendment to Credit and Security Agreement, a security
agreement, a side letter and a settlement agreement.
Under the May 2023 Restructuring, RCP received releases for "any
and all claims arising out of the [2021 Credit Agreement],"
first-priority liens on all AFI assets, a conversion of $4 million
of debt into preferred equity, "lockbox control over AFI's cash"
through a new DACA, budget approval rights and the right to receive
reporting obligations, consent rights to new warehouse loans, and a
schedule to receive $20 million of payment to the principal of the
outstanding loan.
Eric Bowlby, with the assistance of counsel, negotiated the May
2023 Restructuring on behalf of AFI in his capacity as CEO.
On May 25, 2023, RCP swept $5 million from the Veritex Account. On
June 29, 2023, RCP swept another $3.25 million.
Following the June 29 sweep, AFI violated the liquidity covenants
with the GSEs, "preventing it from complying with the GSEs'
stipulated conditions for restoring AFI's selling and servicing
rights." In August 2023, AFI faced difficulty meeting payroll
obligations and entered into negotiations with RCP for funding,
though the parties never entered into an agreement.
On August 22, 2023, AFI issued a notice of default to RCP, alleging
breaches of sections 5.01(e) and 10.05(b) of the May 2023 Credit
Agreement, violations of the May 2023 Side Letter, and breaches of
RCP's fiduciary duties as an AFI equity holder. On August 24, 2023,
RCP issued a notice of default to AFI and "foreclosed against the
stock the Bowlbys had pledged in the [May 2023 Restructuring]. RCP
alleged that AFI "failed to meet numerous milestones to sell
non-core assets, e.g., scratch and dent loans, and did not obtain
new debt as it was required to do." Also on August 24, 2023, AFI
filed a petition under chapter 11 in this Court.
The Committee asserts four claims regarding constructive fraudulent
transfer, "preferential fraudulent transfer," "preferential insider
fraudulent transfer," and fraud and fraudulent inducement. The
Committee asserts two counts seeking the avoidance and recovery of
certain fraudulent transfers of assets and obligations incurred by
AFI and one count seeking the avoidance and recovery of a
preferential transfer.
The Committee alleges:
-- In Count I that the $5 million transfer on May 25, 2023,
the $3.25 million transfer on June 29, 2023, and the $593,000
transfer occurring on August 17, 2023, constituted fraudulent
transfers.
-- In Count II, the Committee challenges the June 29, 2023,
transfer and the August 17, 2023, transfer as transfers that
occurred within the 90-day preference period.
-- In Count III, the Committee asserts that a total of $10.3
million was transferred from AFI to RCP within the one-year insider
preference period.
The Bankruptcy Code, in conjunction with the Court's equitable
powers, permits a creditors' committee to obtain derivative
standing with the Court's approval. To obtain standing, the
Committee must demonstrate that:
(i) the debtor-in-possession has unjustifiably refused to pursue
the claim or refused to consent to the moving party's pursuit of
the claim on behalf of the debtor-in-possession;
(ii) the moving party has alleged colorable claims; and
(iii) the moving party has received leave to sue from the
bankruptcy court."
The Court must first address the colorability of the claims. To
demonstrate a colorable claim, courts require a committee to meet
the pleading standard of a Rule 12(b)(6) motion to dismiss. Rule
8(a) requires a claimant to submit a pleading.
After the Court determines that a claim is colorable, the Court
must apply a cost-benefit analysis to determine whether the debtor
unjustifiably refused to prosecute the claim. When conducting a
cost-benefit analysis, the Court considers:
(1) "'[the] probabilities of legal success and financial
recovery in event of success';
(2) the creditor's proposed fee arrangement; and
(3) 'the anticipated delay and expense to the bankruptcy estate
that the initiation and continuation of litigation will likely
produce.'"
The Court determines that the Committee asserts colorable claims as
to Counts I, II, III, IV, and VII. The Court also determines that
the Debtors unjustifiably refused to prosecute those claims. In
accordance with the Court's findings, the Committee's motion is
granted in part to those claims, and denied as to the remaining
claims.
Count I: Fraudulent Transfer Under Section 544
The Committee demonstrates a colorable claim that AFI received less
than equivalent value for its transfers and obligations.
Ultimately, whether AFI's transfers and obligations constitute
reasonable or less than equivalent value is a fact-based inquiry
unsuitable for determination on a motion to dismiss standard. The
Court does not find that RCP's forbearances constitute less than
equivalent value, merely that the Committee sets forth several
transfers and obligations that create questions of fact warranting
further scrutiny.
Count II: Preferential Transfer Under Section 547(b)
The Committee asserts a colorable claim for avoidance of a
preferential transfer. Neither the Debtor nor RCP rebuts the
presumption under section 547(f) that AFI was insolvent within the
90 days preceding the petition date. The disputed transactions --
$3.25 million on June 29, 2023, and $593,000 on August 17, 2023 --
occurred within 90 days of the petition date of August 24, 2023. By
avoiding the obligations of the May 2023 Restructuring, the
Committee asserts that RCP would have received less in a chapter 7
liquidation. The Committee's allegations create questions of fact
requiring further inquiry. Accordingly, the Committee asserts a
colorable claim, the Court finds.
Count III: Fraudulent Transfer to Insiders
Under Sections 547(b), 548(a)(1)(B), and the UFTA
The Committee asserts claims seeking the avoidance of transfers and
associated liens and securities as preferential transfers to
insiders. The challenged transfers occurred within the one-year
preference period. For the insider claims under section 547,
neither the Debtors nor RCP rebut the presumption that AFI was
insolvent or became insolvent; for the transfers challenged under
section 548 and section 1305(b), the Court determines that, owing
to the December 2022 NOD and claims by the Committee, discussed
supra Section III.A.1, the Committee has at least created a
question of fact regarding AFI's insolvency at the time of the
transfers.
The Committee alleges that RCP became an insider by exercising
control over AFI; as a non-statutory insider, "RCP attended AFI
board meetings, had unfettered access to any and all of AFI's
confidential board materials and financial documents, and received
highly detailed internal operating reports from AFI that far
exceeded typical borrower reporting requirements."
RCP contends that the Committee cannot establish that RCP was an
insider because the dealings between RCP and AFI occurred at arms
length. RCP cites to several cases supporting their contention that
RCP did not exercise the requisite control over AFI to constitute
non-statutory insider status.
There is a question of fact as to whether RCP's actions following
the December 2022 NOD give it insider status. Accordingly, the
Court finds that the Committee asserts a colorable claim for a
constructive fraudulent transfer of an insider.
Count IV: Recovery of Fraudulent Transfer
Under Section 550(a)
The Committee asserts colorable claims to recover fraudulent
transfers. Section 550(a) permits the trustee, upon an avoidance of
a transfer under sections 544, 547, and 548, among others, to
recover the transfer from the initial transferee or any immediate
or mediate transferees. To the extent that the Committee asserts
colorable claims for fraudulent transfer under sections 544, 547,
and 548, and the UFTA, the Committee maintains the ability to
recover from those transfers should any be avoided.
Count VII: Equitable Subordination of RCP's Claims
Against Any Debtor
The Committee asserts a claim for equitable subordination of RCP's
claims to all the Debtors' unsecured claims. Section 510(c)(1)
enables the Court to subordinate a claim for equitable
considerations. The Committee claims RCP engaged in inequitable
conduct as an insider by issuing a bad faith notice of default on
December 2, 2022 and notifying AFI's senior warehouse lenders.
According to the Court, the Committee does not assert a colorable
claim for equitable subordination regarding the December 2022 NOD.
The Court finds the Committee fails to plead adequately that, at
the time of the December 2022 NOD, RCP was an insider of AFI. At
the time of RCP's issuance of the December 2022 NOD, RCP's
relationship with AFI existed in the form of the 2021 Credit
Agreement and related subordination agreements with the senior
warehouse lenders. The Committee does not plead a sufficient set
of facts to demonstrate RCP engaged in inequitable conduct leading
up to the December 2022 NOD, the Court notes.
The Committee asserts a colorable claim of equitable subordination
regarding RCP's conduct after the December 2022 NOD. The Committee
alleges several instances of inequitable conduct that led to the
May 2023 Restructuring, as well as inequitable conduct following
those agreements.
Taking the Committee's pleadings as true, the Committee asserts a
colorable claim that the alleged inequitable conduct directly
related to the damage to the relative positions of other creditors,
the Court finds. The Committee therefore asserts a colorable claim
for equitable subordination, according to the Court.
Given that RCP cannot demonstrate that sections 5.01(e) and
10.05(b) were not violated, that RCP did not violate the May 2023
Side Letter, or that RCP did not breach its fiduciary duty as an
equity holder of AFI, the Debtors were unjustified in their refusal
to prosecute the claims, the Court states.
The Committee does not allege colorable claims for tortious
interference with contractual or business relationships, the Court
finds.
RCP's initial action, the December 2, 2022 NOD, occurred pursuant
to the 2021 Credit Agreement. RCP was obligated under the
Subordination Agreement to notify Flagstar Bank occurred of an
event of default. The Committee alleges no facts that demonstrate
these actions were either improper or without justification, or
with actual malice. To the contrary, RCP took actions consistent
with their contractual obligations. The Committee does not assert
colorable claims for tortious interference of contractual or
business relationships, the Court finds.
Debtors Were Unjustified in Their Refusal
to Prosecute Claims I-IV
The Debtors and RCP offer several reasons why the Debtor refused to
prosecute the claims. Principally, the Debtors and RCP assert that
no wrongdoing occurred, and that the May 2023 Restructuring
resulted from arm's-length negotiations between RCP and AFI and its
counsel. Mr. Bowlby, the former CEO of the Debtor, testified as
much -- that the deal with RCP was the best possible outcome and
was one negotiated through counsel.
Judge Horan says, "However, the defense presented by the Debtors
and RCP, and Mr. Bowlby's testimony, does not excuse the Debtors
from prosecuting these claims. Whether the May 2023 Restructuring
was negotiated at arm's-length is a relevant fact, but sections
544, 547, 548(b)(1), and in the corresponding sections of the UFTA
do not provide that arm's-length negotiations create a complete
defense to fraudulent transfers. Rather, the analysis revolves
around the factual question of whether the debtor received
reasonably equivalent value for any transfers and obligations."
A copy of the Court's decision is available at
https://urlcurt.com/u?l=pJaSPd
About AmeriFirst Financial
AmeriFirst Financial, Inc., is a mid-sized independent mortgage
company in Mesa, Ariz.
AmeriFirst and its affiliate Phoenix 1040, LLC, filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 23-11240) on Aug. 24, 2023.
In the petitions signed by T. Scott Avila, chief restructuring
officer, each Debtor disclosed between $50 million and $100million
in both assets and liabilities.
Judge Thomas M. Horan oversees the cases.
The Debtors tapped Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones, LLP as bankruptcy counsel; and Paladin Management
Group, LLC as restructuring advisor. Omni Agent Solutions, Inc., is
the claims, noticing and administrative agent.
On Sept. 15, 2023, the Office of the United States Trustee
appointed an official committee of unsecured creditors. The
committee tapped Morris, Nichols, Arsht & Tunnell LLP as its
counsel.
AQUA METALS: Director Resignation Triggers Nasdaq Non-Compliance
----------------------------------------------------------------
Aqua Metals, Inc. reported in a Form 8-K filed with the Securities
and Exchange Commission that on Sept. 4, 2024, it received a letter
from the Nasdaq Stock Market, LLC notifying the Company that it had
fallen out of compliance with respect to the continued listing
standard set forth in Rule 5605(c)(2) of the Nasdaq Listing Rules,
which requires an audit committee of at last three independent
directors meeting the requirements of Nasdaq Rule 5605. On Aug.
21, 2024, Edward Smith resigned from the board of directors of Aqua
Metals, Inc. Mr. Smith was one of three members of the audit
committee of the Company's Board and also one of three members of
the Board eligible to serve on the audit committee. As a
consequence of Mr. Smith's resignation, the Company became out of
compliance with Nasdaq Listing Rule 5605(c)(2).
In accordance with NASDAQ Listing Rule 5605(c)(4), the Company has
an automatic cure period in order to regain compliance with NASDAQ
Listing Rule 5605(c)(2) as follows:
* until the earlier of the Company's next annual stockholders'
meeting or Aug. 21, 2025; or
* if the next annual stockholders' meeting is held before
Feb. 17, 2025, then the Company must evidence compliance no later
than Feb. 17, 2025.
The Company intends to appoint a third independent director to its
Board and audit committee, and thereby regain compliance Nasdaq
Listing Rule 5605(c)(2) in a timely manner.
About Aqua Metals
Headquartered in Reno, Nevada, Aqua Metals, Inc. (NASDAQ: AQMS) --
www.aquametals.com -- is reinventing metals recycling with its
patented AquaRefining technology. The Company is pioneering a
sustainable recycling solution for materials strategic to energy
storage and electric vehicle manufacturing supply chains.
AquaRefining is a low-emissions, closed-loop recycling technology
that replaces polluting furnaces and hazardous chemicals with
electricity-powered electroplating to recover valuable metals and
materials from spent batteries with higher purity, lower emissions,
and minimal waste. Aqua Metals is based in Reno, NV and operates
the first sustainable lithium battery recycling facility at the
Company's Innovation Center in the Tahoe-Reno Industrial Center.
New York, New York-based Forvis, LLP, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
March 28, 2024, citing that the Company has incurred substantial
operating losses and negative cash flows from operations since
inception that raise substantial doubt about its ability to
continue as a going concern.
ASBURY AUTOMOTIVE: Moody's Affirms Ba2 CFR, Outlook Remains Stable
------------------------------------------------------------------
Moody's Ratings affirmed all ratings of Asbury Automotive Group,
Inc., including its Ba2 corporate family rating, Ba2-PD probability
of default rating and B1 senior unsecured notes ratings and
maintained the stable outlook. The speculative grade liquidity
rating (SGL) remains unchanged at SGL-2.
The affirmation reflects Asbury's good credit metrics, meaningful
scale, geographic diversity, balanced financial strategy and good
liquidity. The affirmation also reflects that gross profit per
vehicle is likely to migrate toward pre-pandemic levels over time
as inventory grows but that Asbury will be able to maintain
moderate leverage and good liquidity despite the gross profit
pressure.
RATINGS RATIONALE
Asbury's Ba2 corporate family rating recognizes its material scale
as one of the largest auto retailer in the US with a broad
geographic reach. The credit profile also reflects its more
predictable parts and service business and its brand mix, which is
weighted to historically more stable luxury and import brands.
Asbury is generally well diversified throughout the US, although
there is some concentration in the Southeast and Southwest. Asbury
also benefits from a lower earnings reliance on new and used
vehicle sales given its focus on repairs and maintenance as well as
finance and insurance (F&I) including the extension of its reach
into repair and maintenance protection through TCA.
Overall, vehicle availability has materially improved and has
placed downward pressure on Asbury's gross profit per vehicle (GPU)
for both new and used vehicles. The Ba2 rating reflects that
Moody's expect Asbury to continue maintain cost discipline and
overall good credit metrics and liquidity as vehicle inventories
grow and GPU's continue to migrate back toward pre-pandemic
levels.
The stable outlook reflects Moody's view that Asbury has the
ability to successfully manage the deterioration in gross profit
per vehicle as inventories normalize while maintaining a balanced
financial strategy, good credit metrics and at least good
liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if operating performance and financial
strategy remains balanced. Quantitatively, ratings could be
upgraded should debt to EBITDA be sustained under 3.5 times and
EBIT to interest is sustained above 5.0 times. An upgrade would
also require at least good liquidity.
A downgrade could result should operating results or financial
policy change such that debt to EBITDA approached 4.5 times on a
sustained basis or if EBIT to interest fell below 3.0 times. A
deterioration in liquidity for any reason could also negatively
impact the ratings or outlook.
Headquartered in Duluth, Georgia, Asbury Automotive Group, Inc., is
a leading auto retailer with 155 new car dealerships, 204
franchises, 31 brands and 37 collision centers as of June 30, 2024.
Revenue for the LTM period ending June 30, 2024, was about $15.9
billion.
The principal methodology used in these ratings was Retail and
Apparel published in November 2023.
BOND EXPRESS: Unsecureds Will Get 2.6% Dividend over 36 Months
--------------------------------------------------------------
Bond Express, Inc., filed with the U.S. Bankruptcy Court for the
Eastern District of New York a Small Business Chapter 11 Plan dated
August 12, 2024.
Class IV shall consist of the general unsecured claims in the total
amount of $340,448.78.
* The claim of the U.S. Small Business Administration in the
total amount of $339,608.78. This creditor shall receive 2.6%
($8,829.82) dividend to be paid in 36 monthly installment payments
in the amount of $245.27, commencing on the effective date of the
plan.
* The claim of the Internal Revenue Service in the total
amount of $840 shall receive 2.6% ($21.84) dividend to be paid in
36 monthly installment payments in the amount of $0.6, commencing
on the effective date of the plan.
Class IV consists of Equity interest holders. Bondo Mdzeluri, the
sole equity interest holder, shall retain his interest in the
Debtor following confirmation, in consideration of a new value
contribution, to be made by him as the equity holder, toward the
payment of general unsecured creditor claims. The Debtor's
principal will contribute funds in installments over the life of
the plan, on a as needed basis, representing the principal's new
value contribution.
Bondo Mdzeluri, as the Debtor's principal and the sole shareholder,
will continue to be employed by the reorganized debtor, without
monthly compensation. As a result, Class III and IV Claims are
impaired and are entitled to vote pursuant to Section 1126(f) of
the Bankruptcy Code.
The Plan will be funded from the funds accumulated on the Debtor's
DIP account, from the date of the petition, as well as from
continuing operating income and reorganized business operations of
the Debtor.
A full-text copy of the Chapter 11 Plan dated August 12, 2024 is
available at https://urlcurt.com/u?l=vzYrMm from PacerMonitor.com
at no charge.
Counsel for the Debtor:
Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
2799 Coney Island Avenue, Suite 202
Brooklyn, NY 11235
Tel: (718) 513-3145
About Bond Express
Bond Express, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 22-42628) on Oct. 21, 2022, with as much as $1
million in both assets and liabilities. Judge Jil Mazer-Marino
oversees the case. The Law Offices of Alla Kachan, PC, and Wisdom
Professional Services, Inc., serve as the Debtor's legal counsel
and accountant, respectively.
BROKEN ARROW: Unsecureds Will Get 100% of Claims over 5 Years
-------------------------------------------------------------
Broken Arrow Construction LLC filed with the U.S. Bankruptcy Court
for the Southern District of Texas a Plan of Reorganization dated
August 12, 2024.
The Debtor started operations in December 2020. Debtor’s
operations include dirt work, clearing driveways, ponds, and
building engineered pads.
The Debtor is currently owned 50.00% by Bobby Coursey and 50.00% by
Julie Coursey. Ownership interests will remain unchanged following
confirmation. The Debtor elected to file a chapter 11
reorganization as the best means to resolve the current liabilities
of the company and determine the secured portions of those
creditors.
The Debtor proposes to pay allowed unsecured based on the
liquidation analysis and cash available. Debtor anticipates having
enough business and cash available to fund the plan and pay the
creditors pursuant to the proposed plan. It is anticipated that
after confirmation, the Debtor will continue in business. Based
upon the projections, the Debtor believes it can service the debt
to the creditors.
The Debtor will continue operating its business. The Debtor's Plan
will break the existing claims into six classes of Claimants. These
claimants will receive cash repayments over a period of time
beginning on or after the Effective Date.
Class 3 consists of Allowed Impaired Unsecured Claims. All allowed
unsecured creditors shall receive a pro rata distribution at zero
percent per annum over the next five years according to the
projections. Creditors shall receive monthly disbursements based
on the projection distributions of each 12-month period. Debtor
will distribute $112,238.76 to the general allowed unsecured
creditor pool over the 5-year term of the plan, including the
under-secured claim portions. The Debtor's General Allowed
Unsecured Claimants will receive 100% of their allowed claims under
this plan.
First National Bank of Bellville ("FNB"). FNB filed proof of claim
in the unsecured amount of $92,594.00. On the petition date, this
debt was secured by a 2013 Peterbuilt truck. The Court granted an
Agreed Order terminating stay on July 25, 2024 and FNB now has
possession of the collateral. FNB will have until the Effective
Date of the Plan to file an amended proof of claim showing the
deficiency claim amount, if any. The deficiency claim amount will
be treated in Class 3 of this Plan. FNB will not receive any
payments under this Plan unless FNB amends its claim to show a
deficiency claim amount.
Class 4 consists of Equity Interest Holders. The current owners
will receive no payments under the Plan; however, they will be
allowed to retain ownership in the Debtor. Class 4 Claimants are
not impaired under the Plan.
The Debtor anticipates the continued operations of the business to
fund the Plan.
A full-text copy of the Plan of Reorganization dated August 12,
2024 is available at https://urlcurt.com/u?l=G7PPmD from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Robert C. Lane, Esq.
Joshua D. Gordon, Esq.
The Lane Law Firm, PLLC
6200 Savoy, Suite 1150
Houston, TX 77036
Tel: (713) 595-8200
Fax: (713) 595-8201
Email: notifications@lanelaw.com
Joshua.gordon@lanelaw.com
About Broken Arrow Construction
Broken Arrow Construction LLC started operations in December 2020
and include dirt work, clearing driveways, ponds, and building
engineered pads.
The Debtor filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-32248) on May
14, 2024, listing $100,001 to $500,000 in assets and $500,001 to $1
million in liabilities.
Judge Eduardo V Rodriguez presides over the case.
Robert C Lane, Esq. at The Lane Law Firm represents the Debtor as
counsel.
BURGERFI INTERNATIONAL: Files for Chapter 11 Amid Cash Woes
-----------------------------------------------------------
BurgerFi International, Inc., and 114 affiliated debtors filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code on Sept. 11, 2024.
The Company tapped Raines Feldman Littrell LLP as general
bankruptcy counsel. Raines Feldman said its bankruptcy group
includes nationally recognized bankruptcy lawyers who have
represented start-up, multinational, public and privately held
companies in both out-of-court restructurings and Chapter 11
proceedings.
Force Ten Partners partner Jeremy Rosenthal was named as BurgerFi's
Chief Restructuring Officer in mid-August. Prior to Force10, he
was a restructuring partner for international law firm Sidley
Austin LLP.
The Company said in a statement announcing the bankruptcy filing
that all 144 locations of the Company's two brands throughout the
United States, including in Puerto Rico, and in Saudi Arabia --
both corporate-owned and franchised -- will continue normal,
uninterrupted operations. The Chapter 11 filing by the Company
includes only the 67 corporate-owned locations of both brands.
Franchisee-owned locations of BurgerFi and Anthony's Coal Fired
Pizza & Wings are excluded from the bankruptcy proceedings.
CNN notes the Chapter 11 filing is not an unexpected development.
In August, the company warned it was running out of cash and that
it may need to file for bankruptcy in the future. BurgerFi had also
previously warned it may seek bankruptcy if it did not receive
enough cash from its senior lender, outside providers or by selling
off assets.
In its last Form 10-Q filed with the SEC, the Company disclosed
$252.6 million in total assets against $200.5 million in total
liabilities as of April 1, 2024.
In its bankruptcy petition, BurgerFi said its assets are valued at
$50 million to $75 million while its debt is in the $100 million to
$500 million range as of Sept. 10, 2024.
The Company disclosed that non-public entities that own 10% or more
of its stock are Lionheart Equities, LLC, Walleye Capital LLC, CG2
Capital LLC, and Lion Point Capital, LP.
According to the New York Post, Jonathan Carson, co-CEO of
bankruptcy services and technology firm Stretto, told FOX Business
that 17 operating companies and large franchisees in the restaurant
industry have filed for Chapter 11 so far this year.
The Post notes that other restaurant chains that have entered
Chapter 11 bankruptcy this year include Roti, Buca di Beppo,
Rubio's Coastal Grill, Red Lobster and Tijuana Flats.
About BurgerFi Int'l
BurgerFi International, Inc. (NASDAQ:BFI) is a multi-brand
restaurant company that develops, markets, and acquires fast-casual
and premium-casual dining restaurant concepts around the world,
including corporate-owned stores and franchises. BurgerFi
International, Inc. is the owner and franchisor of two brands with
a combined 144 locations: (i) Anthony's, a premium pizza and wing
brand with 51 restaurants (50 corporate-owned casual restaurant
locations and one dual brand franchise location), as of Sept. 10,
2024, and (ii) BurgerFi, among the nation's fast-casual better
burger concepts with 93 BurgerFi restaurants (76 franchised and 17
corporate-owned) as of Sept. 10, 2024.
BurgerFi International, Inc. and 114 affiliated debtors filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code on Sept. 11, 2024 (Bankr. D. Del. Lead Case
No. 24-12017). The cases are pending before the Honorable Judge
Craig T Goldblatt.
Proposed advisors to the Company are Raines Feldman Littrell LLP,
Force Ten Partners, with Jeremy Rosenthal as the Company's Chief
Restructuring Officer, and Sitrick And Company as strategic
communications advisor to the Company. Stretto is the claims agent.
CADUCEUS PHYSICIANS: Taps Mr. Grobstein of Grobstein Teeple as CRO
------------------------------------------------------------------
Caduceus Physicians Medical Group and Caduceus Medical Services LLC
seek approval from the U.S. Bankruptcy Court for the Central
District of California to hire Howard B. Grobstein of Grobstein
Teeple, LLP as the chief restructuring officer.
Mr. Grobstein will render these services:
a. assist in formulating and preparing strategies for the
Debtors to administer their assets, including evaluating potential
sales of property, financing, or recapitalization of the Debtors
and/or their assets;
b. assist in advising the Debtors' board of directors
regarding bankruptcy strategies and evaluating both business and
legal issues which may arise in the course of these bankruptcy
cases;
c. assist the Debtors and their counsel with respect to any
negotiations regarding a Chapter 11 plan, including the proposed
treatment of creditors and disposition of assets;
d. assist in the preparation of reports and other
administrative responsibilities of the Debtors imposed by either
the Bankruptcy Code, Federal Rules of Bankruptcy Procedure, or the
Office of the United States Trustee; and
e. take such other action and perform such other services as
the Debtors may require of the CRO in connection with their Chapter
11 case.
Mr. Grobstein's standard hourly rate is $700. Other additional
personnel's rate range from $95 to $600 per hour, depending on the
experience and qualifications of the professional.
Grobstein Teeple received a retainer in the amount of $110,000.
Mr. Grobstein assured the court that he and his firm are a
"disinterested person" within the meaning of Bankruptcy Code Sec.
101(14).
The firm can be reached through:
Howard B. Grobstein
Grobstein Teeple, LLP
6300 Canoga Avenue, Suite 1500W
Woodland Hills CA 91367
Phone: (818) 532-1020
About Caduceus Physicians Medical Group
Caduceus is a physician owned and managed multi-specialty medical
group with locations in Yorba Linda, Anaheim, Orange, Irvine, and
Laguna Beach. The Debtor specializes in primary care, pediatrics, &
urgent care.
Caduceus Physicians Medical Group and Caduceus Medical Services LLC
concurrently filed their petitions for relief under Chapter 11 of
the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11945 & 24-11946,
respectively) on August 1, 2024. The petitions were signed by
Howard Grobstein as CRO. At the time of filing, Caduceus Physicians
estimated $1 million to $10 million in both assets and liabilities,
and Caduceus Medical posted up to $50,000 in both assets and
liabilities.
Judge Theodor Albert presides over the case.
David A. Wood, Esq. at MARSHACK HAYS WOOD LLP represents the
Debtors as counsel.
CAMS AUTO: Updates Unsecureds & Several Secured Claims Pay Details
------------------------------------------------------------------
Cams Auto Sales, LLC, submitted an Amended Plan of Reorganization
dated August 12, 2024.
The Debtor is a Tennessee Limited Liability Company that is owned
and managed by one individual.
Class 3 consists of the secured claim of NextGear Capital Inc. This
creditor is secured by a floor plan of vehicles for sale on the
Debtor's car lot. An Adequate Protection Order has been entered.
Each time one of the vehicles in NextGear's floor plan is sold,
NextGear's lien is satisfied. In addition to the terms of the An
Adequate Protection Order the Debtor shall remain fully secured at
$53,249.64 with an interest rate of 13.75% and a monthly payment of
$959.52.
Class 4 consists of the Secured Claim of Westlake Flooring Company,
LLC in the amount of $129,527.94. This claim is secured by a floor
plan of various vehicles sold on the Debtor's car lot. This claim
is reduced each time one of the vehicles is sold on which Westlake
holds a security interest, in addition to monthly payments. This
claim shall be paid in full at nine percent interest and a monthly
payment of $1,899.00.
Class 5 consists of the unsecured priority claim of the State of
Tennessee Department of Revenue. The claim is in the amount of
$70,048.08. This claim shall be paid in full with a monthly payment
of $870.00.
The Plan will be funded by: (a) the Cash on hand, that will be
transferred to the Reorganized Debtor, on the Effective Date; (b)
the weekly income generated by the Debtor through the sale of
vehicles. The Debtor continues to obtain additional vehicles they
purchase at auctions. The vehicles are unencumbered.
A full-text copy of the Amended Plan of Reorganization dated August
12, 2024 is available at https://urlcurt.com/u?l=O1lb5M from
PacerMonitor.com at no charge.
Counsel to the Debtor:
John E. Dunlap, Esq.
LAW OFFICE OF JOHN E. DUNLAP
3340 Polar Avenue, Suite 320
Memphis, Tennessee 38111
Telephone: (901) 320-1603
Facsimile: (901) 320-6914
Email: jdunlap00@gmail.com
About Cams Auto Sales
Cams Auto Sales, LLC, is a car lot that purchases used cars at bulk
rate and sells them to individuals.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D.
Tenn. Case No. 24-20322) on Jan. 25, 2024, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by LAW OFFICE OF JOHN E. DUNLAP.
CHARIOT BUYER: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Chariot Parent LLC and Chariot Buyer
LLC's (dba Chamberlain Group) Long-Term Issuer Default Ratings
(IDRs) at 'B-'. Fitch has also affirmed the 'B-'/'RR4' rating on
the company's first-lien secured revolver and existing term loans,
including the proposed offering of an incremental first lien term
loan. The Rating Outlook is Stable.
The incremental term loan will be incurred under the company's
existing incremental capacity, will have the same maturity and
amortization as the existing first lien term loan and will be pari
passu with the existing first lien term loans and revolver. Net
proceeds from the incremental first lien term loan will be used to
fund a distribution to shareholders, for general corporate purposes
and to pay transaction-related fees and expenses.
Chamberlain Group's 'B-' IDR and Stable Outlook reflect its high
leverage, which is counterbalanced by its strong profitability and
FCF margins, its solid competitive position, and diversified end
markets. Chamberlain's extended maturity schedule, adequate
liquidity and manufacturing concentration risk are also factored
into the ratings and Outlook.
Key Rating Drivers
High Leverage Levels: Fitch estimates pro forma EBITDA leverage
will be around 7.2x upon close of the transaction, up from 6.8x at
the end of 2023. Fitch expects EBITDA leverage to decline to around
7.0x by YE 2024 and sustain at that level in 2025. Fitch expects
EBITDA margin expansion and slightly higher revenue to drive modest
deleveraging in 2H24. Fitch's rating case forecast does not assume
debt repayment beyond the required term loan amortization, so
further debt reduction and margin improvements exceeding Fitch's
expectations may result in lower leverage.
Improving Margins: Fitch expects EBITDA margins to expand to around
22.5%-23.0% in 2024 from 21.2% in 2023 as input cost inflation
moderated, partially offset by higher labor costs. Chamberlain
implemented pricing increases in 2021 and 2022 to offset cost
inflation, which benefitted margins during 2023 as these increases
were fully realized. Fitch expects EBITDA margins will stay around
22%-23% in 2025.
Modest Cash Flow Generation: Fitch expects FCF to be negative $125
million-$175 million in 2024 due to the sizeable shareholder and
tax distributions. Fitch expects FCF margin to be in the 1%-2%
range in 2025, which assumes a slightly higher distribution than
the $130 million dividend payment Chamberlain made to its
shareholders during 1Q23. The company generated a 4.7% FCF margin
in 2023, supported by margin expansion and inventory reduction.
Solid Overall Competitive Position: Chamberlain has well-recognized
brand names with leadership positions in the residential and
commercial garage door opener markets. The company also has a
well-diversified distribution network comprised of dealers and
installers, distributors, original equipment manufacturers and
large retailers, including The Home Depot, Inc. (A/Stable) and
Lowe's Companies, Inc. (unrated). Fitch believes these attributes
provide Chamberlain with a solid position in the value chain and
help drive stable to growing margins.
Exposure to Repair Segment Limits Cyclicality: Fitch views
Chamberlain's well diversified end-market exposure positively as
the residential and commercial construction markets typically have
differing cycles and the retrofit market is less cyclical than the
new construction market. This should allow the company to generate
more stable revenues and cash flow through the cycle.
Management estimates that about half of revenues are directed to
the residential market, 40% to the commercial market, and the
remainder to the automotive market and to international operations.
Within its residential segment, about 76% is directed to the
retrofit market, which includes a high proportion of
non-discretionary break-fix activity.
Manufacturing and Distribution Footprint: The vast majority of
Chamberlain's products are manufactured at its facility in Nogales,
Mexico, and finished goods are shipped from this location to seven
distribution centers across North America. The strategic
manufacturing footprint allows the company to produce high-quality
products at competitive costs. However, it also exposes Chamberlain
to significant risks should disruptions occur at this facility.
During the early part of the pandemic, Chamberlain's production
facility in Nogales was shut down for six weeks. Additionally, the
company's sales were temporarily disrupted during 2022 due to an
order by the International Trade Commission (ITC) requiring the
company to cease importing, selling and distributing certain
products that the ITC found infringed on certain patents maintained
by a competitor. The company has since resolved issues related to
the ITC disruption and the ITC orders have been vacated. Fitch
expects management will evaluate alternatives to hedge against the
manufacturing concentration risk.
Blackstone Ownership: Fitch expects the sponsor will maintain a
relatively high leverage tolerance as evidenced by the high
leverage multiple for the company's acquisition by Blackstone.
Fitch expects the company will lower leverage through EBITDA growth
but will likely remain in the 6.0x-7.0x range during the rating
horizon.
Fitch expects continued dividend payments to the sponsor, limiting
FCF generation that could be used for debt reduction beyond the
required amortizations. Fitch also expects Chamberlain will benefit
from Blackstone's ownership, including accelerating the company's
growth in the commercial garage door opener and access solutions
market.
Derivation Summary
Chamberlain has similar profitability and FCF metrics but
meaningfully higher leverage than Fitch's publicly rated universe
of building products manufacturers, which are concentrated in the
low-investment-grade rating categories. These peers typically have
EBITDA leverage of less than or equal to 3.0x and global operating
profiles.
Chamberlain has slightly lower leverage than Park River Holdings,
Inc. (B-/Stable) but higher leverage than LBM Acquisition, LLC
(B/Stable). Chamberlain is smaller in scale but is better
positioned in the value chain and has meaningfully higher
profitability and FCF metrics compared with these building products
distributors.
Fitch applies its Parent and Subsidiary Linkage Criteria and uses a
consolidated approach in determining the ratings of Chariot Parent
LLC and Chariot Buyer LLC. The linkage follows a weak parent/strong
subsidiary approach, and strong overall linkage between Chariot
Parent and Chariot Buyer. Fitch rates Chariot Parent as it is the
issuer of the financial statements and either directly or
indirectly owns Chariot Buyer (borrower under the credit
agreements) and all of its operating subsidiaries.
Key Assumptions
- Revenues are flat in 2024 and grow 0.5%-1.5% in 2025;
- EBITDA margin of 22%-23% in 2024 and 2025;
- FCF of negative $125 million-$175 million in 2024 and turns
modestly positive in 2025;
- EBITDA leverage of around 7.0x at the end of 2024 and 2025;
- EBITDA interest coverage of 2.0x-2.5x during 2024 and 2025;
- (CFO-capex)/debt of 5%-7% in 2024 and 2025.
Recovery Analysis
The recovery analysis assumes that Chamberlain would be considered
a going-concern (GC) in bankruptcy and that the company would be
reorganized rather than liquidated. Fitch has assumed a 10%
administrative claim. Chamberlain's GC EBITDA estimate of $275
million projects a post-restructuring sustainable cash flow.
Fitch assumes that a default would occur from a meaningful and
continued decline in residential and commercial construction
activity, combined with the loss of one of its top customers. Fitch
estimates revenues that are 20% lower ($1.4 billion) and EBITDA
margin of about 19.4% (290 bps below June 30, 2024 LTM EBITDA
margin) would result in about $275 million GC EBITDA. This would
capture the lower revenue base of the company after emerging from a
downturn plus a sustainable margin profile after right sizing.
An enterprise value (EV) multiple of 6.5x EBITDA is applied to the
GC EBITDA to calculate a post-reorganization enterprise value. The
6.5x multiple is below the 14.7x purchase multiple for the
Chamberlain Group. The EV multiple is higher than the 6.0x multiple
Fitch uses for LBM Acquisition, LLC and Park River Holdings,
respectively. Fitch believes Chariot has a stronger competitive
position in the value chain as a manufacturer compared with LBM and
Park River, both of which are distributors. The company also
benefits from a dominant market share, which is reflected in the
EBITDA margins in the high teens.
The revolver is assumed to be fully drawn at default. The analysis
results in a recovery corresponding to an 'RR4' for the $250
million first lien revolver, the existing $2.015 billion first lien
secured term loan and the incremental $775 million and $155 million
first lien secured term loans. The distributable value was reduced
by the company's $125 million Accounts Receivables Securitization
facility.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Fitch's expectation that EBITDA leverage will be sustained below
6.5x;
- EBITDA interest coverage sustained above 2.5x;
- (CFO-capex)/debt sustained above 2.5%.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA interest coverage sustained below 1.5x;
- Fitch's expectation that FCF generation will be sustained at
neutral or negative levels, leading to liquidity issues or
concerns;
- (CFO-capex)/debt is consistently negative.
Liquidity and Debt Structure
Adequate Liquidity Position: The company's liquidity position will
remain adequate to fund operations and service its debt. Pro forma
for the transaction, Chamberlain will have around $83 million of
cash on the balance sheet, compared with $81.3 million as of June
30, 2024. The company's $250 million revolving credit facility and
$125 million accounts receivable securitization facility are
expected to remain undrawn upon transaction close. These facilities
mature in 2029 and 2026, respectively.
The company has no debt maturities until 2028, when all of its
first lien term loan Bs mature. Fitch estimates the company's
annual interest burden to be between $187 million and $197 million
in 2024 and 2025.
Issuer Profile
Chariot Parent, LLC (dba The Chamberlain Group) is a leading North
American provider of access control solutions, with the number-one
positions in residential garage door openers, commercial garage
door openers, commercial gate controls, and automotive garage
access remotes.
ESG Considerations
Fitch does not provide ESG relevance scores for Chariot Buyer
LLC,Chariot Parent LLC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Chariot Buyer LLC LT IDR B- Affirmed B-
senior secured LT B- Affirmed RR4 B-
Chariot Parent LLC LT IDR B- Affirmed B-
CL CRESSLER: Hits Chapter 11 Bankruptcy Protection
--------------------------------------------------
Kirk O’Neil of The Street reports that another troubled drugstore
chain, CL Cressler, has filed for Chapter 11 bankruptcy.
CL Cressler Inc., the owner of seven Medicine Shoppe Pharmacy
stores located in Pennsylvania and New York, filed for Chapter 11
bankruptcy to reorganize its debts.
The Camp Hill, Pa.-based drugstore owner listed over $1.5 million
in assets and over $12.2 million in liabilities in its petition.
The debtor indicated in its petition that funds will be available
to distribute to unsecured creditors.
CL Cressler's largest creditors include Commercial Finance Group,
owed $6 million; Carol and Clyde Cressler, owed $3.7 million; and
Cardinal Distribution, owed over $1.2 million.
The debtor generated $50.8 million in gross revenue in 2023 after
reporting $61.5 million in gross revenue in 2022. The debtor has
not indicated a reason for filing bankruptcy.
The debtor, which also does business as Care Capital Management,
owns The Medicine Shoppe Pharmacy locations in Lancaster, Newport
and Mechanicsburg, Pa., and Binghamton, N.Y. It also owns The
Medicine Shoppe Pharmacy long term care division locations in
Pittsburgh and Camp Hill, Pa., and also Binghamton.
These seven The Medicine Shoppe Pharmacy locations are the only
ones included in the Chapter 11 bankruptcy filing. St. Louis-based
Medicine Shoppe International, a Cardinal Health (CAH) company,
is one of the nation's largest pharmacy chains with nearly 500
locations in 43 states, according to its website. The Medicine
Shoppe and Cardinal Health have not filed for bankruptcy.
About CL Cressler Inc.
CL Cressler Inc. is a Camp Hill, Pa.-based drugstore owner. It owns
seven Medicine Shoppe Pharmacy stores located in Pennsylvania and
New York.
CL Cressler Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Pa. Case No. 24-02143) on August 29,
2024. In its petition, the Debtor listed over $1.5 million in
assets and over $12.2 million in liabilities.
The Debtor is represented by Lawrence V. Young of Cga Law Firm.
CL CRESSLER: Seeks to Hire GGG Partners as Business Consultant
--------------------------------------------------------------
CL Cressler, Inc. seeks approval from the U.S. Bankruptcy Court for
the Middle District of Pennsylvania to employ Richard B. Gaudet of
GGG Partners, LLC, as business consultant.
The Debtor will need the services of a management consultant to
represent it with respect to all negotiation matters relating to
the Chapter 11 proceedings.
The firm will be paid at these rates:
Richard B. Gaudet $425 per hour
Katie Goodman $450 per hour
Staff $300-$450 per hour
Mr. Gaudet, a partner at GGG Partners, LLC, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Richard B. Gaudet
GGG Partners, LLC
3155 Roswell Rd NE, Suite 120
Atlanta, GA 30305
Tel: (404) 256-0003
Email: rgaudet@gggpartners.com
About CL Cressler, Inc.
CL Cressler, Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No.
24-02143) on August 29, 2024, listing $1,559,353 in assets and
$12,231,972 in liabilities. The petition was signed by Daniel A.
Brown as owner.
Lawrence V. Young, Esq. at CGA LAW FIRM represents the Debtor as
counsel.
CLARITY LAB: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Clarity Lab Solutions, LLC
1060 Holland Drive, Suite A
Boca Raton, FL 33487
Business Description: Clarity Lab Solutions, LLC is a high
complexity clinical laboratory located in
Boca Raton, Florida that is focused on
specialty syndromic panel PCR + Culture
testing.
Chapter 11 Petition Date: September 10, 2024
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 24-19243
Judge: Hon. Erik P Kimball
Debtor's Counsel: Bradley S. Shraiberg, Esq.
SHRAIBERG PAGE PA
2385 NW Executive Center Dr
Suite 300
Boca Raton, FL 33431
Tel: 561-443-0800
Email: bss@slp.law
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Richard Simpson 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/AUNBXKQ/Clarity_Lab_Solutions_LLC__flsbke-24-19243__0001.0.pdf?mcid=tGE4TAMA
COLUMBINE HEIGHTS: Hires Allen Vellone Wolf as Bankruptcy Counsel
-----------------------------------------------------------------
Columbine Heights LLC seeks approval from the U.S. Bankruptcy Court
for the District of Colorado to hire Allen Vellone Wolf Helfrich &
Factor P.C. as its counsel.
The firm's services include:
a. providing legal advice and representation in connection
with the general administration of the Estate;
b. making confirmation of any proposed plan of reorganization,
all other contested and adversary matters that arise in this case;
c. taking investigation and litigation of any avoidance or
other action the Estate may have; and
d. providing other legal services for Debtor related to or
arising out of contested matters in this bankruptcy case.
The firm will be paid at these rates:
Jeffrey Weinman $625 per hour
Patrick Vellone $725 per hour
Matthew Wolf $450 per hour
Katharine Sender $375 per hour
Bailey Pompea $395 per hour
Other Attorneys $325 to $725 per hour
Paralegals $120 to $235 per hour
The firm received $6,658 prepetition in connection with fees and
expenses preparing to file the bankruptcy, including the $1,738
filing fee.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Katharine Sender, Esq., a partner at Allen Vellone Wolf Helfrich &
Factor P.C., disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Jeffrey A. Weinman, Esq.
Katharine S. Sender, Esq.
Allen Vellone Wolf Helfrich & Factor P.C.
1600 Stout Street, Suite 1900
Denver, CO 80202
Tel: (303) 534-4499
Email: JWeinman@allen-vellone.com
KSender@allen-vellone.com
About Columbine Heights LLC
Columbine Heights has equitable interest in real property located
in Weld County, State of Colorado valued at $16 million.
Columbine Heights LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Col. Case No.
24-15117) on August 30, 2024, listing $16,000,000 in assets and
$2,150,391 in liabilities. The petition was signed by Michael
Blumenthal as manager.
Judge Kimberley H Tyson presides over the case.
Jeffrey A. Weinman, Esq. at ALLEN VELLONE WOLF HELFRICH & FACTOR,
P.C. represents the Debtor as counsel.
COMBAT ARMORY: Sec 341(a) Meeting of Creditors on Sept. 16, 2024
----------------------------------------------------------------
Combat Armory LLC filed Chapter 11 protection in the Eastern
District of Michigan. According to court filing, the Debtor reports
$3,919,175 in debt owed to 1 and 49 creditors. The petition states
funds be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
September 16, 2024 at 2:00 p.m. in Room Telephonically.
About Combat Armory LLC
Combat Armory LLC specializes in providing a wide range of firearm
parts and accessories, including Glock barrels, Glock slides, Glock
internal parts, and AR-15/AR-10/AR9. It clients include the law
enforcement, military and civilian personnel.
Combat Armory LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-47861) on August 15,
2024. In the petition filed by Waleed J. Jammal, as member, the
Debtor reports total assets of $673,339 and total liabilities of
$3,919,175.
The Honorable Bankruptcy Judge Thomas J. Tucker oversees the case.
The Debtor is represented by:
John J. Stockdale, Jr., Esq.
SCHAFER AND WEINER, PLLC
40950 Woodward Ave., Suite 100
Bloomfield Hills, MI 48304
Tel: (248) 540-3340
Email: jstockdale@schaferandweiner.com
CREATIVE ARTISTS: Moody's Rates New Secured First Lien Loans 'B2'
-----------------------------------------------------------------
Moody's Ratings assigned a B2 rating to Creative Artists Agency,
LLC's (CAA) new senior secured first lien credit facility
(including a $350 million five year revolving credit facility and
$2.1 billion seven year term loan B). The B2 corporate family
rating and all other ratings remain unchanged. The outlook is
stable.
Proceeds of the new term loan will be used to refinance the
existing term loan and add about $24 million of cash to the balance
sheet. The senior secured revolving credit facility will be
increased by $79 million to $350 million, but the facility will
remain undrawn at closing.
CAA's pro forma leverage will increase slightly to 7.5x from 7.4x
as of June 30, 2024 (including Moody's standard lease adjustment),
but Moody's expect leverage will decline below 6x in 2025.
RATINGS RATIONALE
CAA's B2 CFR reflects Moody's expectation that the company's high
leverage level will decrease as operating performance recovers from
the impact of the Writers Guild of America (WGA) and Screen Actors
Guild (SAG) strikes and from growth in sports and other services.
CAA derives strength from its size and diversified operations in
client representation with leading positions in motion pictures,
television, music, publishing, and sports and includes commercial
endorsements, and other business services. The diversified service
offering reduces the impact of any additional disruptions to live
entertainment and content production. A substantial amount of CAA's
costs are also variable and contractual revenue streams will
continue to be a recurring source of revenue and cash flow. Moody's
expect mid single digit revenue growth in 2024 with further
improvement in 2025 as the pace of content production continues to
recover.
CAA will benefit from the need for original content worldwide from
traditional media companies and streaming services, although
Moody's expect the pace of content spend to continue to moderate
from prior levels as media companies focus on improving
profitability and due to consolidation within the industry. Concert
related revenue is a modest portion of CAA's total revenues, but
will likely continue to contribute to growth through 2025 given the
strong demand for live entertainment. Sports related revenues
benefit from largely contractual revenue streams and will expand
further as athletes' compensation rises and sports sales and
advisory services grow due to strong demand for sports content. CAA
will evaluate additional acquisitions to further increase its
scale, geographic footprint, and the range of services offered
which may be funded in part with additional debt.
The stable outlook incorporates Moody's expectation that operating
performance will continue to recover from the impact of the
Hollywood strikes and lead to a decrease in leverage to below 6x in
2025. The sports and music divisions as well as other service lines
will continue to grow driven by strong demand for sports content
and live music as well as higher compensation for professional
athletes. Media content spend will be more moderate compared to the
past several years as traditional media and streaming services
consolidate and strive to increase profitability.
Moody's expects CAA's liquidity will be adequate as a result of
around $236 million of cash as of June 30, 2024 and access to an
undrawn ($51 million of L/C) $350 million revolver due 2029.
Moody's anticipate that CAA's operating cash flow will improve as
content production continues to ramp up through 2025. Cash flow is
also seasonal and a portion will be used to make distributions to
membership holders. Although, part of distributions are
discretionary and could be reduced during periods of weak
performance such as during the strikes or pandemic. Capital
spending will be modest in FY 2024 but increase in FY 2025 and 2026
as CAA completes the buildout of new office space. Cash flow is
also supported by contractual revenue streams. Free cash flow was
negative YTD Q3 2024, but Moody's expect FCF will improve through
2025, although higher capex and distributions to members will
continue to limit cash on the balance sheet.
The first lien term loan is covenant lite. The revolver is subject
to a springing senior secured first lien net leverage covenant of
7.5x when greater than 35% of the revolver is drawn. Moody's expect
that CAA will remain well within compliance with the financial
covenant going forward.
Marketing terms for the new credit facilities (final terms may
differ materially) include the following:
Incremental pari passu debt capacity up to the greater of $211
million and 100% of consolidated EBITDA, plus unlimited amounts
subject to 5.0x first lien net leverage ratio. There is an inside
maturity sublimit up to the greater of $105.5 million and 50% of
consolidated EBITDA.
There are no "blocker" provisions, which prohibit the transfer of
specified assets to unrestricted subsidiaries.
There are no protective provisions restricting an up-tiering
transaction.
Amounts up to 200% of unused capacity from certain RP carve-outs
may be reallocated to incur debt.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
CAA's ratings could be upgraded if leverage declined below 4.5x on
a sustained basis and free cash flow as a percentage of debt is
maintained in the mid to high single percent range. Good organic
growth and confidence that the company would pursue a prudent
financial policy in line with a higher rating would also be
required.
CAA's ratings could be downgraded if leverage was sustained above
6.5x due to additional debt issue or poor operating performance. A
weakened liquidity position could also lead to a downgrade.
Creative Artists Agency, LLC (CAA) is a global talent
representation agency with leading positions in motion pictures,
television, music, publishing, and sports and includes television
packaging rights, commercial endorsements, and other business
services. Artémis (the Pinault family's investment company)
acquired a majority ownership position from TPG Capital L.P. and
other investors in September 2023.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
CRYOMASS TECHNOLOGIES: Raises Going Concern Doubt
-------------------------------------------------
Cryomass Technologies Inc. disclosed in a Form 10-Q Report filed
with the U.S. Securities and Exchange Commission for the quarterly
period ended June 30, 2024, that there is substantial doubt about
its ability to continue as a going concern.
The Company believes that its available cash balance as of August
14, 2024, the date of the filing, will not be sufficient to fund
its anticipated level of operations for at least the next 12
months. It believes that, at the present time, its ability to
continue operations depends on cash expected to be available from
planned equipment sales and royalty payments in connection with
future revenue generation, or possibly from debt or equity
investments, to fund its anticipated level of operations for at
least the next twelve months.
As of June 30, 2024, the Company had a working deficit of
$5,996,694 and cash balance of $497,900. The Company estimates that
it needs approximately $3,200,000 to cover overhead costs and has
capital expenditure requirements of up to $3,125,000, based on the
current pipeline of customer activity. The Company believes that it
will continue to incur losses for the immediate future. It expects
to finance future cash needs from the results of operations and
additional financing until it can achieve profitability and
positive cash flows from operating activities from, for example,
its recently signed equipment purchase and revenue sharing
agreements. Since the operating expenses of the unit are required
to be covered by licensee and not the Company, the royalty payment
would be free cash flow which could be used to cover operating
expenses. However, there can be no assurance that the Company will
receive sufficient operating cash flow from this agreement or that
we will be able to attract the necessary financing.
The continuation of the Company as a going concern is dependent
upon the continued financial support from its shareholders, the
ability of the Company to obtain necessary equity, debt or other
financing to continue operations, and ultimately the attainment of
profitable operations. For the six months ended June 30, 2024, the
Company used $259,475 of cash for operating activities, incurred a
net loss of $4,174,196 and has an accumulated deficit of
$56,141,452 since inception.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/3hes5xkf
About Cryomass
Denver, Colo.-based Cryomass Technologies Inc. develops and
licenses cutting-edge equipment and processes to refine harvested
cannabis, hemp, and other premium crops. The company's patented
technology harnesses liquid nitrogen to reduce biomass and then
efficiently isolate, collect and preserve delicate resin glands
(trichomes) containing prized compounds like cannabinoids and
terpenes. Cryomass Technologies Inc. is the parent company to
wholly-owned subsidiaries Cryomass LLC, Cryomass California LLC,
and 1304740 B.C. Unlimited Liability Company dba Cryomass Canada.
As of June 30, 2024, the Company had $1,292,824 in total assets,
$9,750,134 in total liabilities, and $8,457,310 in total
stockholders' deficit.
DIGITAL ALLY: Adjourns Special Meeting of Stockholders to Sept. 20
------------------------------------------------------------------
Digital Ally, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on Sept. 6, 2024, it
convened a special meeting of stockholders. After counting the
number of shares present in person and by proxy at the Special
Meeting, the chairman of the Special Meeting determined that a
quorum for the transaction of business was not present and
adjourned the Special Meeting to reconvene on Sept. 20, 2024, at
1:00 p.m. Eastern Time, at the offices of the Company at 14001
Marshall Drive, Lenexa, Kansas, 66215.
At the Reconvened Special Meeting, stockholders will be deemed to
be present in person and vote at such adjourned meeting in the same
manner as disclosed in the Definitive Proxy Statement on Schedule
14A for the Special Meeting, filed by the Company with the SEC on
July 23, 2024, as amended by the definitive revised materials filed
by the Company with the SEC on July 26, 2024. Valid proxies
submitted prior to the Special Meeting will continue to be valid
for the Reconvened Special Meeting, unless properly changed or
revoked prior to votes being taken at the Reconvened Special
Meeting.
About Digital Ally
The business of Digital Ally (NASDAQ: DGLY) (with its wholly-owned
subsidiaries, Digital Ally International, Inc., Shield Products,
LLC, Digital Ally Healthcare, LLC, TicketSmarter, Inc., Worldwide
Reinsurance, Ltd., Digital Connect, Inc., BirdVu Jets, Inc., Kustom
440, Inc., Kustom Entertainment, Inc., and its majority-owned
subsidiary Nobility Healthcare, LLC), is divided into three
reportable operating segments: 1) the Video Solutions Segment, 2)
the Revenue Cycle Management Segment and 3) the Entertainment
Segment. The Video Solutions Segment is the Company's legacy
business that produces digital video imaging, storage products,
disinfectant and related safety products for use in law
enforcement, security and commercial applications. This segment
includes both service and product revenues through its subscription
models offering cloud and warranty solutions, and hardware sales
for video and health safety solutions. The Revenue Cycle Management
Segment provides working capital and back-office services to a
variety of healthcare organizations throughout the country, as a
monthly service fee. The Entertainment Segment acts as an
intermediary between ticket buyers and sellers within the Company's
secondary ticketing platform, ticketsmarter.com, and the Company
also acquires tickets from primary sellers to then sell through
various platforms.
New York, NY-based RBSM LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated April 1,
2024, citing that the Company has incurred substantial operating
losses and will require additional capital to continue as a going
concern. This raises substantial doubt about the Company's ability
to continue as a going concern.
DIOCESE OF BUFFALO: Releases Church Closure Plan
------------------------------------------------
Western New York Catholic reports that Bishop Michael W. Fisher,
along with Father Bryan Zielenieski announced the final decisions
for the parish mergers and closings in the Diocese of Buffalo at a
news conference Sept. 10, 2024 at the downtown Catholic Center.
A copy of the list of parish mergers and closings is available at
https://www.buffalodiocese.org/wp-content/uploads/2024/09/Renewal-Timeline-and-Summary-Sheet.pdf
Bishop Fisher explained the renewal process is to ensure a
"stronger, more connected and mutually dependent Catholic
community" in the diocese and has been a "constant preoccupation
and my responsibility" ever since coming to Western New York in
January 2021.
The diocese currently has 160 parishes, many with multiple worship
sites. A total of 118 churches will remain open. That breaks down
to 79 parishes and 39 secondary worship sites. A secondary worship
site is classified as a church that does not function as a
standalone parish, but will be available for Masses and worship.
Dioceses across the nation have had to deal with the harsh
realities of declining Church attendance, the decline of those
pursuing religious vocations to ordained ministry, the rise of
secularism, and shifts away from the parish as a defining center of
Catholic identity, as well as the sexual abuse scandal. All these
factors went into the creation of the Road to Renewal initiative in
2020.
Bishop Michael W. Fisher and Father Bryan Zielenieski, vicar for
Renewal and Development, announce the parishes that will merge as
part of the diocesan Road to Renewal plan.
"For the diocese to fulfill the spiritual and physical needs of the
Catholic faithful here in the diocese, we must face these realities
squarely without any illusions or false expectations that we have
some kind of divine rescue plan," Bishop Fisher said.
Initial recommendations were made to vicar foranes, pastors,
parochial vicars and parish representatives last June based on a
number of factors including sacramental activity, Mass attendance,
financial health and the number of priests available overall.
Counter proposals from all Parish Families were heard in August
during hour-long meetings. Ministerial needs in the community and
the importance of schools were some of the factors considered in
counter proposals.
Bishop Fisher said the decisions were made with "extensive
consultation and prayer."
"From the beginning, the Road to Renewal has always been about
reinvigorating our Catholic faith, more fully optimizing parish and
diocesan resources, and increasing the impact of our varied
ministries," he said. "The ultimate goal is for all parish
families to be and remain vibrant communities of faith focused on
their evangelizing mission in serving -- always serving -- those in
need."
Father Zielenieski, vicar for Renewal and Development for the
diocese, outlined a list of parishes that will remain open,
parishes that will become secondary worship sites, and parishes
that will merge and close.
Consultation came from leaders in the diocese and other dioceses.
"I want to assure everyone, as vicar for Renewal, that this was
taken very seriously and we made sure that consultation that was
needed took place and canonical procedures were followed
extensively," he said.
Mergers will take place between October and June 1, 2025. The
bishop and Father Zielenieski will meet with priests and lay
leaders on Sept. 17 to select dates for the mergers, discuss
requirements to merge, and begin organizing transition teams.
Bishop Fisher closed out the news conference by thanking those
parish leaders for their support.
"Once again, I thank you for your concern, for your work, and all
that you do in promoting and looking out for the good of our
community here in Buffalo, in Western New York," he said. "We're in
this together. Bless you."
* * *
Grant Ashley of WBFO earlier reported that the Roman Catholic
Diocese of Buffalo said it will delay the release of its plan to
close dozens of churches and merge congregations. Bishop Michael
Fisher said the diocese needed extra time to review the 52 closure
counterproposals made by families, the diocese's term for groups of
parishes in the same geographic area. Diocesan officials are
considering changes to their initial recommendations in 26 of
Western New York's 36 families.
About The Diocese of Buffalo N.Y.
The Diocese of Buffalo, N.Y., is home to nearly 600,000 Catholics
in eight counties in Western New York. The territory of the
diocese is co-extensive with the counties of Erie, Niagara,
Genesee, Orleans, Chautauqua, Wyoming, Cattaraugus, and Allegany in
New York State, comprising 161 parishes. There are 144 diocesan
priests and 84 religious priests who reside in the Diocese.
The diocese through its central administrative offices (a) provides
operational support to the Catholic parishes, schools, and certain
other Catholic entities that operate within the territory of the
Diocese "OCE"; (b) conducts school operations through which it
provides parish schools with financial and educational support; (c)
provides comprehensive risk management services to the OCEs; (d)
administers a lay pension trust and a priest pension trust for the
benefit of certain employees and priests of the OCEs; and (e)
provides administrative support for St. Joseph Investment Fund,
Inc.
Dealing with sexual abuse claims, the Diocese of Buffalo sought
Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-10322) on Feb.
28, 2020. The diocese was estimated to have $10 million to $50
million in assets and $50 million to $100 million in liabilities as
of the bankruptcy filing.
The Honorable Carl L. Bucki is the case judge.
Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, Esq., is
the diocese's counsel; Connors LLP and Lippes Mathias Wexler
Friedman LLP are its special litigation counsel; and Phoenix
Management Services, LLC is its financial advisor. Stretto is the
claims agent, maintaining the page:
https://case.stretto.com/dioceseofbuffalo/docket
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on March 12, 2020. The committee is represented by
Pachulski Stang Ziehl & Jones, LLP and Gleichenhaus, Marchese &
Weishaar, PC.
DIOCESE OF OGDENSBURG: Taps Becket Fund as Appellate Counsel
------------------------------------------------------------
The Roman Catholic Diocese of Ogdensburg, New York seeks approval
from the U.S. Bankruptcy Court for the Northern District of New
York to employ The Becket Fund for Religious Liberty as pro bono
special appellate counsel.
The firm will represent the Debtor in proceedings in the United
States Supreme Court in connection with a petition for certiorari
from the New York Court of Appeals' May 21, 2024 decision in Case
No. 45 (available at 2024 WL 2278222) concerning a challenge to a
regulation promulgated by the State of New York, N.Y. Comp. Codes
R. & Regs. Tit. 11, Sec. 52.16(o), mandating that employer health
insurance plans cover abortions.
As disclosed in the court filings, The Becket does not hold or
represent any interest adverse to the Debtor or the estate.
The firm can be reached through:
Eric Baxter, Esq.
The Becket Fund for Religious Liberty
1919 Pennsylvania Ave. NW
Washington, D.C., 20006
Phone: (202) 955-0095
About Roman Catholic Diocese of Ogdensburg
The Diocese of Ogdensburg is a Latin Church ecclesiastical
territory, or diocese, of the Catholic Church in the North Country
region of New York State in the United States. It is a suffragan
diocese in the ecclesiastical province of the Archdiocese of New
York. Its cathedral is St. Mary's in Ogdensburg.
The Diocese of Ogdensburg was founded on February 16, 1872. It
comprises the entirety of Clinton, Essex, Franklin, Jefferson,
Lewis and St. Lawrence counties and the northern portions of
Hamilton and Herkimer counties. The current bishop is Terry Ronald
LaValley.
On July 17, 2023, the Roman Catholic Diocese of Ogdensburg sought
relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D.N.Y. Case No. 23-60507), with $10 million and $50 million in
both assets and liabilities. Mark Mashaw, diocesan fiscal officer,
signed the petition.
Judge Patrick G. Radel oversees the case.
Bond, Schoeneck & King, PLLC is the Diocese's bankruptcy counsel.
Stretto, Inc., is the claims agent and administrative advisor.
DOMAN BUILDING: Fitch Rates Proposed Unsecured Notes 'B+'
---------------------------------------------------------
Fitch Ratings has assigned a 'B+'/'RR4' rating to Doman Building
Materials Group's (DBM) proposed offering of senior unsecured
notes. The notes will rank equally in payment with all of the
company's other senior unsecured notes. Net proceeds will be used
to partially repay borrowings under the company's ABL revolving
credit facility, partially repay the existing 5.25% senior
unsecured notes due 2026, and pay related fees and expenses.
Fitch has also downgraded the company's existing senior unsecured
notes due 2026 to 'B+'/'RR4' from 'BB-'/'RR3'. The previous
recovery analysis resulted in an 'RR3' rating to the company's 2026
senior unsecured notes. The proposed notes issuance increases the
total unsecured debt under the company's capital structure,
resulting in lower recovery for unsecured debt holders.
Fitch has affirmed the Long-Term Issuer Default Rating of Doman
Building Materials Group Ltd. at 'B+'. The Rating Outlook is
Stable.
DBM's IDR reflects its modest leverage levels and good financial
flexibility. The cyclicality of the residential housing market and
the company's susceptibility to swings in lumber prices are also
factored into the rating. DBM's scale and position as one of the
top North American pressure treated lumber manufacturers and
distributors are reflected in the 'B+' IDR.
Key Rating Drivers
Moderate Leverage: Fitch expects EBITDA leverage will be between
4.0x-4.5x at the end of 2024 and 2025, compared to 3.2x at the end
of 2023. The increase in leverage is due to modestly higher debt
levels from the recent acquisition of Southeast Forest Products as
well as Fitch's forecast of lower EBITDA margins through at least
2025 as lumber prices remain at historically low levels. DBM has
slight headroom relative to the negative rating sensitivity of
EBITDA leverage sustaining above 4.5x for the 'B+' IDR.
Susceptibility to Lumber Volatility: DBM's revenues are highly
concentrated towards the sale of lumber. The company's high lumber
exposure weighs negatively on the rating due to the commoditized
nature of the product offering and volatility of pricing,
particularly in recent years. Revenues fell 18% during 2023 due
primarily to lower lumber prices. Lumber pricing has remained
volatile so far this year, falling during 2Q24 after rising during
1Q24. Fitch's rating case forecast assumes that lumber prices
remain relatively stable, including framing lumber prices settling
between USD375 to USD425 per thousand board feet during the next
few years.
Low but Relatively Stable EBITDA Margins: DBM's profitability
metrics are weak relative to similar- and higher-rated peers but
are commensurate with its 'B' category IDR. The company reported a
higher EBITDA margin last year despite meaningful declines in
lumber prices. The Fitch-adjusted EBITDA margin (including
capitalized lease costs as operating expenses) was 6.8% during 2023
compared with 5.8% during 2022. Fitch expects an EBITDA margin of
5.0%-5.5% in 2024 as revenues decline slightly and for the EBITDA
margin to settle between 5.0%-6.0% in 2025 as revenues improve
modestly.
Good Financial Flexibility: DBM has good financial flexibility with
about CAD160.6 million of unused capacity under its CAD500 million
ABL revolving credit facility, which was recently amended to extend
the maturity to April 2028 from December 2024. The proposed notes
issuance will further boost financial flexibility, including
increasing unused capacity under the ABL facility and extending its
maturities further. Fitch expects the company will generate FCF
margins (after dividends) of 0.5%-1.5% during the next few years.
FCF generation was more volatile before the Hixson acquisition when
the company was smaller and applied most of its FCF towards
dividends. Capital intensity is low at about 0.5% of revenues.
Fitch's rating case forecast assumes annual dividends of about
CAD50 million.
Capital Allocation: DBM has demonstrated a disciplined capital
allocation strategy, reducing debt meaningfully and lowering
leverage since acquiring Hixson in 2021. The company completed
during 1Q24 the acquisition of two lumber pressure treating plants
formerly owned by Southeast Forest Products Treated, Ltd. for about
CAD62.3 million, funded with cash on hand and borrowings under its
ABL facility. Fitch's rating case forecast assumes that ABL
borrowings are fully repaid by year-end 2024, which is consistent
with management's strategy of maintaining a flexible balance sheet
and relatively conservative credit metrics. The company has also
demonstrated willingness in the past to protect credit metrics via
equity issuances and dividend reductions opportunistically and
during periods of uncertainty.
Competitive Position: DBM's competitive position is weaker than
higher-rated building products manufacturers in Fitch's coverage
due to its position as a two-step distributor in the building
products supply chain, its relatively low brand equity and mostly
commoditized product offerings. However, the company's scale and
standing as one of the largest producers of value-added treated
lumber in North America position it well within the two-step
distribution subsector. Fitch believes this scale and manufacturing
capacity provide modest competitive advantages relative to
distributors with only local presences and niche product
offerings.
Cyclical End-Market Exposure: Fitch expects housing and repair and
remodel demand to remain weak during the balance of 2024 and into
early 2025. The majority of DBM's sales are directed to the
Canadian and United States residential real estate markets.
Management estimates that about half of the company's distribution
sales are exposed to residential new housing and the other half
exposed to repair and remodel demand, which is less cyclical. The
company's wood pressure sales have modest exposure to agricultural
and industrial end-markets. DBM's pressure treated wood sales are
highly exposed to decking and fencing demand, which Fitch believes
experienced a pull forward in demand during the pandemic.
Derivation Summary
DBM credit metrics are modestly stronger than its closest
Fitch-rated peers, LBM Acquisition, LLC (B/Stable) and Park River
Holdings, Inc. (B-/Stable). Fitch view's LBM's business profile as
stronger than Doman's due to LBM's significantly lower exposure to
the volatile lumber market, its greater scale and higher EBITDA and
FCF margins. LBM's highly aggressive capital allocation strategy
weighs negatively on its credit profile when compared to DBM. Park
River has a stronger margin profile and less commoditized product
offering than DBM, but maintains much higher leverage levels.
Key Assumptions
- Revenues decline 1%-2% in 2024 and increase 3%-5% in 2025;
- EBITDA margin of 5.0%-5.5% in 2024 and 5.0%-6.0% in 2025;
- FCF margin of 0.5%-1.5% in 2024 and 2025;
- EBITDA leverage of 4.0x-4.5x in 2024 and 2025.
Recovery Analysis
- The recovery analysis assumes that DBM would be considered a
going-concern rather than liquidated in a recovery scenario;
- Fitch has assumed a 10% administrative claim;
- Fitch has assumed an EV multiple of 5.5x;
- Going concern EBITDA of CAD110 million (up from CAD105 million
from the last review).
Going Concern EBITDA Approach
Fitch's GC EBITDA estimate of CAD110 million projects a
post-restructuring sustainable cash flow, which assumes both
depletion of the current position to reflect the distress that
provoked a default, and a level of corrective action that Fitch
assumes would occur during restructuring. This is about 28% below
Fitch calculated LTM EBITDA and 18% below forecasted FY24 levels.
Fitch assumes that a default would occur from a meaningful decline
in the residential housing market combined with lumber prices
sustained at below average levels. Fitch estimates revenues of
about CAD2.1 billion (about 15% below June 30, 2024 LTM levels and
forecasted 2024 levels) and EBITDA margins of about 5.3% would
result in the CAD110 million GC EBITDA, which would capture the
lower revenue base of the company after emerging from the downturn
in a lower lumber price environment than 2020-2022, plus a
sustainable margin profile after right sizing.
Fitch previously used a GC EBITDA of CAD105 million (based on
post-restructuring revenues of CAD2 billion and 5.3% EBITDA
margin). The increase is due to the recent acquisition of two
lumber pressure treating plants formerly owned by Southeast Forest
Products Treated, Ltd. during 1Q24.
Fitch applied a 5.5x enterprise value (EV) multiple to calculate
the GC EV in a recovery scenario. The company purchased Hixson
Lumber Sales in June 2021 for 5.0x Fitch-calculated FY20 EBITDA and
10.9x FY19 EBITDA. The 5.5x GC EBITDA multiple is below the 6.0x
multiple applied in the recovery analysis of LBM Acquisition, LLC
and Park River Holdings, mainly due to Doman's relatively smaller
scale, less diversified business and slightly lower margins when
compared to LBM.
The ABL revolver has priority claim over the unsecured notes. Fitch
assumed that the ABL revolving credit facility is fully drawn at a
borrowing base less than the maximum borrowing availability of
CAD500 million. Fitch assumes the ABL revolver has CAD350 million
outstanding (70% of maximum borrowing) at the time of recovery,
which accounts for potential shrinkage in the available borrowing
base during a period of deflating lumber prices and contracting
volumes that causes a default. Remaining claims are recovered by
the unsecured debt holders, resulting in a recovery corresponding
to an 'RR4' for DBM's 2026 unsecured notes and the proposed senior
unsecured notes.
Fitch's previous recovery analysis assigned an 'RR3' rating to the
company's existing unsecured notes due 2026. The issuance of the
new senior unsecured notes (a majority of which will be used to
repay ABL borrowings), will increase the overall size of the
unsecure debt stack, resulting in lower recovery prospects for the
unsecured debt holders.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- The company significantly lowers its proportion of sales from
lumber or reduces exposure to the cyclical new home construction
market in order to reduce earnings and credit metric volatility
through lumber and housing cycles;
- Fitch's expectation that EBITDA leverage will be sustained below
3.5x;
- (CFO-capex)/debt consistently above 7%;
- EBITDA margin sustained in the high-single digits;
- FCF margin consistently in the mid-single digits.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Fitch's expectation that EBITDA leverage will be sustained above
4.5x;
- (CFO-capex)/debt consistently below 3%;
- EBITDA interest coverage consistently below 3.5x;
- Fitch's expectation that FCF generation (after dividends)
sustained at neutral or negative levels.
Liquidity and Debt Structure
Adequate Liquidity: DBM has adequate liquidity with about CAD160.6
million of unused capacity under its CAD500 million ABL revolver
(CAD337.9 million outstanding) as of June 30, 2024 and CAD2.4
million of cash. Fitch believes current liquidity is adequate to
fund fixed charges and seasonal working capital investments. The
proposed notes issuance will provide the company with increased
financial flexibility as the majority of the proceeds will be used
to partially repay borrowings under its ABL facility.
The company extended the maturity of its ABL facility from December
2024 to April 2028. Its next maturity is in 2026, when $324.5
million of senior notes become due. Fitch expects the company will
refinance its 2026 unsecured notes before its maturity.
Issuer Profile
Doman is a manufacturer and distributor of lumber products and
building materials in North America. Its operations include
distribution facilities, wood treatment plants, specialty sawmills,
planing mills, and post peeling facilities across North America, as
well as timber ownership and management of private timberlands.
Summary of Financial Adjustments
Fitch deducts lease amortization and lease interest expense from
EBITDA. Fitch's calculation of total debt includes the 2026
unsecured bonds, ABL borrowings outstanding and bank overdrafts.
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
----------- ------ -------- -----
Doman Building
Materials Group Ltd. LT IDR B+ Affirmed B+
senior unsecured LT B+ New Rating RR4
senior unsecured LT B+ Downgrade RR4 BB-
DOMAN BUILDING: Moody's Rates New Senior Unsecured Notes 'B1'
-------------------------------------------------------------
Moody's Ratings assigned a B1 rating to Doman Building Materials
Group Ltd.'s new senior unsecured notes. The company's Ba3
corporate family rating, Ba3-PD probability of default rating, B1
rating on the existing senior unsecured notes, SGL-3 Speculative
Grade Liquidity Rating (SGL) and stable outlook remain unchanged.
The company intends to use the net proceeds from the proposed
senior unsecured notes to partially repay borrowings under its
CAD500 million ABL revolving credit facility (unrated) and
partially repay the existing senior notes due 2026 (2026 notes).
The proposed transaction is largely leverage neutral and improves
the company's liquidity by increasing revolver availability.
Moody's continue to expect the company will continue its strong
operational performance despite the trough pricing environment for
wood products.
RATINGS RATIONALE
Doman's rating (Ba3 stable) benefits from: (1) strong positions in
the Canadian building materials distribution and North American
pressure treated lumber markets; (2) good geographical
diversification with some vertical integration; (3) good repair,
renovation and remodeling market fundamentals with decent long-term
growth prospect; (4) Moody's expectation that financial leverage
will remain below 4x in the next 12-18 months.
The rating is constrained by (1) concentration in the North
American renovation, repair and remodel end market (primarily
decking and fencing); (2) exposure to sudden and sharp drops in
wood products prices that negatively impact its building materials
distribution business segment; (3) expected weaker demand as the
rate of new housing starts decline in both the US and Canada; (4)
potential integration and financial challenges as the company
pursues growth through acquisition; and (5) low operating margins
mainly driven by its building materials distribution segment.
Doman has adequate liquidity (SGL-3) with about CAD430 million of
liquidity sources and no mandatory debt repayment through 2025.
Sources of liquidity consist of CAD2 million of cash (as of
December 2023), about CAD410 million of availability (pro forma for
the transaction) under its CAD500 million revolving credit facility
expiring in April 2028, and Moody's expectation of positive free
cash flow of about CAD20 million through mid-2025. Doman's
covenants for the revolver require the company to maintain a
minimum EBITDA, which Moody's expect the company to comfortably
maintain. Most of the company's assets are encumbered.
The B1 rating on the company's senior unsecured notes is one notch
below the Ba3 CFR, reflecting the noteholders' subordinate position
in the company's capital structure behind the secured CAD500
million asset based revolving credit facility expiring in 2028
(unrated).
The stable outlook reflects Moody's expectation that Doman will
maintain strong operating performance and adequate liquidity in the
next 12 to 18 months. Moody's also expect the company's financial
leverage will remain below 4x through 2025.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The rating could be upgraded if the company's market position
grows, adjusted debt to EBITDA is sustained below 3x, retained cash
flow to debt is sustained above 15%, and improve and maintain good
liquidity.
The rating could be downgraded if the company's operational
performance deteriorates significantly, leverage is sustained above
4.5x, RCF/adjusted debt is sustained below 5%, or liquidity
weakens.
Headquartered in Vancouver, Doman Building Materials is a
distributor of building materials and home renovation products and
a leading producer of pressure treated wood products in North
America.
The principal methodology used in this rating was Paper and Forest
Products published in August 2024.
EBIX INC: Exits Chapter 11 Bankruptcy Under New Owner
-----------------------------------------------------
Investing.com reports that Ebix Inc., a global provider of software
and e-commerce services to the insurance, financial, and healthcare
industries, has emerged from Chapter 11 bankruptcy with a new
ownership structure, as disclosed in a recent Form 8-K filing with
the U.S. Securities and Exchange Commission.
On Friday, August 31, 2024, the company announced the effective
date of its reorganization plan, which was previously confirmed by
the U.S. Bankruptcy Court for the Northern District of Texas. As
part of the plan, all existing common stock and equity interests
were canceled, and the Plan Sponsors, consisting of Eraaya
Lifespaces Limited, Vikas Lifecare (NS:VIKR) Limited, and Vitasta
Software India Private Limited, received 100% of the new equity in
the reorganized company.
The reorganization also involved the creation of a Litigation Trust
to manage and distribute the General Unsecured Claims Recovery Pool
(NASDAQ:POOL) and oversee certain aspects of the company's
liquidation process. The trust was established under a Litigation
Trust Agreement with Broadbent Advisors LLC, with Gary Broadbent
serving as the Litigation Trustee.
Furthermore, as part of the restructuring, the company's board of
directors underwent significant changes. Robin Raina, who served as
CEO, and Dr. Vikas K. Garg are the only remaining directors
following the departure of several board members and the
resignation of the Chief Financial Officer, Amit Kumar Garg.
The company's emergence from bankruptcy marks the termination of a
range of prepetition indebtedness and the cancellation of all
existing equity interests. The reorganized Ebix will no longer have
any common stock reserved for future issuance related to claims and
interests filed under the Plan.
Ebix's common stock, which was previously listed on the Nasdaq
Stock Market, was delisted earlier this year and currently trades
on the OTC Pink Marketplace. The company plans to file a Form 15
with the SEC to terminate its duty to file periodic reports under
the Exchange Act.
The information contained in this article is based on the company's
SEC filing.
Ebix has reached a restructuring agreement with a consortium
including Eraaya Lifespaces Limited, Vikas Lifecare Limited, and
Vitasta Software India Private Limited. The consortium will acquire
100% equity in the reorganized Ebix entities in exchange for a $145
million investment.
Furthermore, Ebix has submitted its monthly operating reports,
providing the latest snapshot of the company's financial status. As
of June 30, 2024, Ebix reported total assets of approximately $533
million and total liabilities of around $1.05 billion.
About Ebix, Inc.
Ebix Inc. -- https://www.ebix.com/ -- is headquartered in Atlanta,
Ga., and it supplies software and electronic commerce solutions to
the insurance industry. With approximately 200 offices across six
continents, Ebix, (NASDAQ: EBIX) endeavors to provide on-demand
infrastructure exchanges to the insurance, financial services,
travel, and healthcare industries.
Ebix and its affiliates filed Chapter 11 petitions (Bankr. N.D.
Tex. Lead Case No. 23-80004) on Dec. 17, 2023. At the time of the
filing, Ebix reported between $500 million and $1 billion in both
assets and liabilities.
Judge Scott W. Everett oversees the cases.
The Debtors tapped Sidley Austin, LLP as bankruptcy counsel;
O'Melveny and Myers, LLP as special counsel; AlixPartners, LLP as
financial advisor; and Jefferies, LLC as investment banker. Omni
Agent Solutions, Inc. is the claims agent.
The U.S. Trustee for Region 6 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by McDermott Will & Emery, LLP.
ECAF I LTD: Fitch Affirms 'CCsf' Rating on Class B-1 Notes
----------------------------------------------------------
Fitch Ratings has affirmed the ratings of ECAF I, Ltd.'s A-1, A-2
and B-1 notes at 'CCCsf', 'CCCsf' and 'CCsf', respectively.
Entity/Debt Rating Prior
----------- ------ -----
ECAF I Ltd.
A-1 26827EAA3 LT CCCsf Affirmed CCCsf
A-2 26827EAC9 LT CCCsf Affirmed CCCsf
B-1 26827EAE5 LT CCsf Affirmed CCsf
Transaction Summary
The ratings reflect current transaction performance, Fitch's cash
flow projections, and its expectation for the structure to
withstand rating-specific stresses. Rating considerations include
lease terms, lessee credit quality and performance, updated
aircraft values, and Fitch's assumptions and stresses, which inform
its modeled cash flows and coverage levels. Fitch's rating
assumptions for airlines are based on a variety of performance
metrics and airline characteristics.
Performance has broadly improved over the past 12 months. Although
several lessees remain delinquent, rent collections have increased
approximately 26%. The transaction has also deleveraged due to the
receipt of insurance proceeds on two aircraft seized in Russia. The
servicer continues to pursue additional insurance claims; the
receipt of additional insurance proceeds could materially
deleverage the transaction, but the amount and timing remains
speculative.
All series of notes are beyond their anticipated repayment date.
All the notes continue to receive timely interest. The notes were
issued in 2015.
Overall Market Recovery:
Demand for air travel remains robust. Total passenger traffic is
above 2019 levels with June revenue passenger kilometers (RPKs) up
9.1% compared to June 2023, per the International Air Transport
Association (IATA). International traffic led the way with 12.3%
yoy RPK growth while domestic traffic grew 4.3% yoy. Asia Pacific
led overall growth in traffic. Aircraft ABS transaction servicers
are reporting strong demand for aircraft, particularly those with
maintenance green time remaining, and increased lease rates.
Macro Risks:
While the commercial aviation market has recovered significantly
over the past 12 months, it will continue to face risks, including
workforce shortages, supply chain issues, geopolitical risks, and
recessionary concerns that could affect passenger demand. In
addition, uncertainty remains regarding inflationary pressures
despite some improvements. Most of these events would lead to
greater credit risk due to increased lessee delinquencies, lease
restructurings, defaults, and reductions in lease rates and asset
values, particularly for older aircraft. All of these factors would
cause downward pressure on future cash flows needed to meet debt
service.
KEY RATING DRIVERS
Asset Values:
The total mean maintenance-adjusted base value (MABV) declined
approximately 9% to $415 million from $458 million between the June
2023 and June 2024 appraisals. The Fitch Value (FV) for the pool is
$396 million. Fitch used the June 2024 appraisals and applied
depreciation and market value decline assumptions pursuant to its
criteria. Fitch values are generally derived from base values
unless the remaining leasable life is less than three years in
which case a market value is used. Base values represent
approximately 73% of the FV in aggregate while market values
represent approximately 27%.
The Fitch LTV's are 90% for the A notes and 110% for the B note,
down from 100% and 119%, respectively. Insurance proceeds received
in January 2024 for two aircraft seized in Russia helped deleverage
the transaction.
Tiered Collateral Quality:
The pool consists of 16 narrowbody (NB), 5 widebody (WB) aircraft,
and 2 engines with the majority characterized as mid-life aircraft
(weighted-average [WA] age of 13.9 years). Fitch utilizes three
tiers when assessing the quality and corresponding marketability of
aircraft collateral, with tier 1 being the most liquid. The
weighted average tier for the portfolio is 1.6, in line with peer
comps. Additional detail regarding Fitch's tiering assumptions can
be found here.
Pool Concentration:
The pool consists of 21 aircraft and two engines on lease to 15
lessees. As the pool ages and aircraft are assumed to be sold at
the end of their leasable lives, pool concentration is assumed to
increase; Fitch stresses cash flows based on the projected
effective aircraft count and apply rating-specific concentration
haircuts above 'CCCsf'. The effective pool count is 14, a mid-range
concentration level relative to peer transactions
Lessee Credit Risk:
Fitch considers the lessee credit risk of the pool to be
moderate-to-high; several lessees remain delinquent. Fitch has
generally maintained the lessee credit ratings assigned in its
prior review based on observed performance. Several new lessees
have entered the pool, although the overall credit quality remains
similar to the prior review.
ECAF is reasonably diversified across regions with 48% exposure to
Emerging Asia Pacific, 17% to Emerging South & Central America, 12%
to Emerging Europe & CIS, 8% to Developed Europe, and 8% to
Emerging Middle East & Africa.
Operation and Servicing Risk:
Fitch deems the servicer, BBAM, to be qualified based on its
experience as a lessor, overall servicing capabilities and
historical ABS performance.
Model Implied Ratings:
Fitch assigns a credit rating of 'CCC' or lower to a high
percentage of lessees in the pool. Fitch ran a sensitivity assuming
all lessees are rated 'B'. The Model Implied Ratings (MIRs)
remained unchanged for all tranches.
Fitch's base case scenario assumes receipt of additional insurance
proceeds for the two aircraft seized in Russia. Fitch assumed
insurance proceeds of 60% of aircraft value at the time of seizure
at the 'CCC' stress level and lesser amounts at the higher rating
levels. Excluding these insurance proceeds results in a decrease in
the MIRs.
Fitch also ran a sensitivity excluding receipt of the additional
insurance proceeds and assuming all future lessees are rated 'CCC'.
The MIR decreased two notches for the A notes and one notch for the
B note.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
An increase in delinquencies, lower lease rates, or sales of
aircraft below Fitch's projections could lead to a downgrade.
The aircraft ABS sector has a rating cap of 'Asf'. All subordinate
tranches carry ratings lower than the senior tranche and below the
ratings at close.
Fitch also considers jurisdictional concentrations per the
"Structured Finance and Covered Bonds Country Risk Rating
Criteria," which could result in rating caps lower than Asf.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
If contractual lease rates outperform modeled cash flows or lessee
credit quality improves materially, this may lead to an upgrade.
Similarly, if assets in the pool display higher values and stronger
rent generation than Fitch's stressed scenarios this may also lead
to an upgrade.
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.
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.
EDGIO INC: Files for Chapter 11, Looks to Close Sale in 80 Days
---------------------------------------------------------------
Edgio, Inc. and certain of its affiliates announced on September 9,
2024, that the Company has voluntarily filed for Chapter 11 relief
in the United States Bankruptcy Court for the District of Delaware
to effectuate one or more sale transactions that should allow for
the continued operation of the Company's business under new
ownership.
The Company enters this process with the support of its primary
lender, Lynrock Lake Master Fund LP, to facilitate a smooth and
efficient completion of the Chapter 11 Cases. To anchor the sale
process, Edgio has entered into a stalking horse asset purchase
agreement with Lynrock, which has agreed to acquire assets of the
Company through a credit bid in the amount of $110 million of the
existing secured debt held by Lynrock.
Prior to the commencement of Chapter 11 Cases, the Company engaged
in discussions with a number of interested parties with respect to
a potential sale of all or part of the Company's businesses and
assets. In response to such interest, the Company intends to use a
Court-supervised sale process to seek the highest or otherwise best
bid for its assets, including its valuable individual business
product offerings:
* Edgio Applications and Security Suite
-- Securing high performance website and applications using
AI for blue-chip customers globally
* Edgio Uplynk Platform
-- Managed SaaS platform for streaming operations for the
largest media, sports, and cable brands
* Edgio Delivery
-- Leading edge network purpose-built for enterprises
globally
Dorothy Ma, Steven Church, and Jonathan Randles of Bloomberg News
report that Lynrock's bid will set the floor at auction and is
subject to better offers. Edgio owes Lynrock Lake $94.4 million,
according to court papers. Under Lynrock's offer, the company would
cancel that debt in exchange for ownership of Edgio. If a higher
bid comes in at a court-authorized auction, Lynrock would be paid
as much as $2 million to cover its expenses, Edgio said in a
regulatory filing.
Bloomberg recounts the company, known as web application provider
Limelight Networks before, acquired Edgecast Inc. from Yahoo in
2022 and since operates as Edgio. The company's customers and
largest unsecured creditors include Amazon Services LLC, Sony, and
Disney Streaming Services, according to court papers.
Edgio notes its award winning products and solutions have been
recognized for their innovation and solid performance and are
positioned to contribute to the rapidly evolving digital landscape.
The Company is targeting the sale process to be completed in
approximately 80 days, if not sooner.
"We are confident the flexibility gained through this process will
enable the continued delivery of video streaming and web security
solutions to our over 935 global customers who rely on us daily,"
said Todd Hinders, Chief Executive Officer, Edgio.
Edgio has also entered into an agreement to receive approximately
$15.6 million in principal amount of funded debtor-in-possession
financing from Lynrock that, following approval by the Court, is
expected to ensure continuity of delivering its products to
customers in the ordinary course throughout the sale process and
Chapter 11 Cases.
To avoid any disruption to its operations, Edgio has also filed
standard "first day" motions in the Chapter 11 Cases, seeking court
approval to continue supporting its operations throughout the sale
process. These motions, upon approval, will help facilitate the
continued payment of employee wages and benefits, enable payments
to critical vendors and other relief measures customary in these
circumstances.
Additional information is available through the Company's claims
agent, Omni Agent Solutions, at
https://omniagentsolutions.com/Edgio. Stakeholders with questions
can email EdgioInquiries@OmniAgnt.com or call 866-989-3041 (U.S. &
Canada toll free) or 818-528-5958 (International).
About Edgio Inc.
Edgio Inc. (NASDAQ: EGIO) helps companies deliver online
experiences and content faster, safer, and with more control. Its
developer-friendly, globally scaled edge network, combined with our
fully integrated application and media solutions, provide a single
platform for the delivery of high-performing, secure web properties
and streaming content. Through this fully integrated platform and
end-to-end edge services, companies can deliver content quicker and
more securely, thus boosting overall revenue and business value.
Edgio Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 24-11985) on Sept. 9, 2024 with a deal to
sell its assets to lender Lynrock Lake Master Fund LP for a credit
bid of $110 million, absent higher and better offers.
The Hon. Karen B. Owens presides over the cases.
Edgio disclosed $379,013,042 in total assets against $368,613,842
in total liabilities as of June 30, 2024.
The Debtors tapped MILBANK LLP as general bankruptcy counsel;
RICHARDS, LAYTON & FINGER, P.A., as local counsel; TD SECURITIES
(USA) LLC (d/b/a TD COWEN) as financial restructuring advisor; and
RIVERON CONSULTING LLC as business advisor. C STREET ADVISORY
GROUP is serving as strategic communications advisor to the
Company. OMNI AGENT SOLUTIONS, INC., is the claims agent.
EEI GLOBAL: Seeks to Hire Orbitbid.com Inc as Auctioneer
--------------------------------------------------------
EEI Global Inc. seeks approval from the U.S. Bankruptcy Court of
the Eastern District of Michigan to hire Orbitbid.com, Inc. of
Byron Center Michigan as auctioneer.
Orbitbid will provide these services:
a. develop a sales strategy with the Debtors; and
b. conduct and on-line auction of all remaining saleable
assets and equipment of EEI Global, Inc. (Rochester Hills, Michigan
and Perrysburg, Ohio) by two auction sales to be held online at
orbitbid.com and onsite at EEI facilities in both Rochester Hills,
Michigan and Perrysburg, Ohio.
Orbitbid will receive 5 percent of the total gross sale proceeds as
compensation. In addition, a buyer's premium of 13 percent shall be
charged and retained by Orbitbid.
Orbitbid and the Debtors shall agree on a proposed expense budget
estimated to be $6,500.
Jon Kuiper, executive vice president of Orbitbid, assured the court
that his firm is a "disinterested person" within the meaning of
Section 101(14), as modified by Section 1107(b).
The firm can be reached through:
Jon Kuiper
Orbitbid.com, Inc. of Byron Center Michigan
601 Gordon Industrial Ct. SW,
Byron Center, MI 49315
Telephone: (616) 261-4987
Facsimile: (616) 389-6452
Email: info@orbitbid.com
About EEI Global Inc.
EEI Global Inc. provides marketing services. The Company offers
graphic and event production, brand strategy, content marketing,
site hosting, and digital signage, as well as provides consulting
services. EEI Global serves clients in the state of Michigan. [BN]
EEI Global Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-46093) on June 20,
2024. In the petition signed by Derek M. Gentile, as president and
CEO, the Debtor reports estimated assets and liabilities between $1
million and $10 million each.
The Honorable Bankruptcy Judge Maria L. Oxholm oversees the case.
The Debtor is represented by Lynn M. Brimer, Esq. at Strobl PLLC.
EMERGENT BIOSOLUTIONS: Closes New Creditor Facility, Refinancing
----------------------------------------------------------------
Emergent BioSolutions Inc. (NYSE: EBS) on Sept. 3, 2024, announced
the closing of a new credit facility agreement with Oak Hill
Advisors for a term loan of up to $250 million (the "New Term
Loan").
Emergent used a portion of the proceeds of the New Term Loan to
repay all amounts outstanding under the senior term loan facility
under the Amended and Restated Credit Agreement, dated October 15,
2018, by and among Emergent, the lenders party thereto from time to
time, and Wells Fargo Bank, National Association, as the
Administrative Agent (as amended, the "Prior Credit Agreement"),
which was scheduled to mature in May 2025. The New Term Loan
maturity extends up to five years, through August 2029. Excess
proceeds from the refinancing will result in additional cash to the
balance sheet. Emergent also terminated its obligations under the
senior term loan facility and the revolving credit facility under
the Prior Credit Agreement.
"For the past 18 months, Emergent has executed on a series of
actions to strengthen the balance sheet and streamline operations,"
said Joe Papa, president and CEO of Emergent. "These steps, which
include finalizing several asset/site divestitures, resolving
legacy issues, and now, securing this significant debt refinancing,
are critical to stabilizing our financial profile."
In connection with the execution of the New Term Loan, Emergent
issued the lenders warrants to purchase 2.5 million shares of
common stock with a strike price at a premium to the volume
weighted average price per share for the 30 trading days ending on,
but excluding, the 10th business day following the closing date
(the “30-Day VWAP”). In addition, subject to certain
limitations Emergent agreed to issue the lenders shares of common
stock with an aggregate value of $10 million at a price per share
equal to the 30-Day VWAP.
Papa continued, "We are thrilled to secure this new credit facility
with Oak Hill Advisors as we are on track to reduce net debt by
more than $200 million this year, positioning Emergent to enter its
next phase of our turnaround, enabling future growth and additional
investment opportunities with much greater freedom and flexibility
to operate through favorable terms."
As the lead agent, Oak Hill Advisors provides valuable partnership
opportunities and access to capital to allow execution on
turnaround plans across key market segments.
Joseph Goldschmid, Managing Director at Oak Hill Advisors, added,
"We are delighted to be a capital partner to Emergent. This
financing provides Emergent with additional liquidity and
flexibility to deliver on its business plan and continue to provide
critical, life-saving products. We are excited to support and
partner with the management team and the company in this next
chapter of scalable and profitable growth."
More information related to the terms of the new credit facility
agreement is detailed in Emergent's Current Report on Form 8-K will
be available on Emergent's Investor page.
In addition, members of Emergent's senior management team will
participate in the following investor conferences in September:
Wells Fargo 19th Annual Healthcare Conference 2024
Boston, MA
September 4, 2024
H.C. Wainwright 26th Annual Global Investment Conference
New York City, NY
September 10, 2024, presentation scheduled at 4:00 PM eastern
time.
About Emergent Biosolutions
Headquartered in Gaithersburg, Md., Emergent Biosolutions Inc. is a
global life sciences company focused on providing innovative
preparedness and response solutions addressing accidental,
deliberate, and naturally occurring public health threats. The
Company's solutions include a product portfolio, a product
development portfolio, and a contract development and manufacturing
("CDMO") services portfolio.
Emergent Biosolutions reported a net loss of $760.5 million for the
year ended Dec. 31, 2023, compared to a net loss of $211.6 million
for the year ended Dec. 31, 2022. As of March 31, 2024, Emergent
BioSolutions had $1.80 billion in total assets, $1.14 billion in
total liabilities, and $663.9 million in total stockholders'
equity.
Tysons, Virginia-based Ernst & Young LLP, the Company's auditor
since 2004, issued a "going concern" qualification in its report
dated March 8, 2024, citing that the Company does not expect to be
in compliance with debt covenants in future periods without
additional sources of liquidity or future amendments to its Senior
Secured Credit Facilities. The report stated that substantial doubt
exists about the Company's ability to continue as a going concern.
EMERGENT BIOSOLUTIONS: Moody's Upgrades CFR to B3, Outlook Stable
-----------------------------------------------------------------
Moody's Ratings upgraded the ratings of Emergent BioSolutions Inc.
including the Corporate Family Rating to B3 from Caa1, the
Probability of Default Rating to B3-PD from Caa1-PD and the senior
unsecured rating to Caa1 from Caa3. In addition, Moody's revised
the Speculative Grade Liquidity Rating (SGL) to SGL-3 from SGL-4.
Following these actions, the outlook is stable.
The upgrade of the Corporate Family Rating reflects a combination
of improving operating performance as well as a reduction in
liquidity risk given recent refinancing of Emergent's credit
agreement. The upgrade of the senior unsecured notes also reflects
a reduction in secured leverage following a reduction in secured
debt, resulting in a lower degree of subordination. Emergent's
improving operating performance relates to strength in the Narcan
franchise, recent US government orders for medical countermeasure
products, and materially lower operating costs including those
within the Bioservices segment. However, the rating remains
constrained by volatility in US government orders, pricing pressure
in the Narcan franchise, and high financial leverage in light of
business risks.
Governance considerations are a key driver of the rating action.
Key governance challenges remain, related to management credibility
and track record and financial policies and risk management.
However, the company has made recent progress on these fronts,
resulting in a reduced degree of negative exposure.
RATINGS RATIONALE
Emergent's B3 Corporate Family Rating reflects its niche position
supplying products that address public health threats.
Notwithstanding quarterly volatility, Moody's expect solid ongoing
sales of medical countermeasures to the US Strategic National
Stockpile and continuation of high barriers to entry. In addition,
sales of the Narcan products will continue to reflect high ongoing
demand because of the severity of the US opioid epidemic as well as
recent expansion into the over-the-counter market that improves
patient access.
Tempering these strengths, the timing and underlying demand for
Emergent's medical countermeasure products is unpredictable. This
makes run-rate profitability difficult to estimate, and will keep
gross debt/EBITDA relatively high over most 12-month periods. In
addition, the company's business profile has narrowed following a
string of asset sales, notwithstanding the benefits of debt
reduction from the proceeds.
The SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity given recent refinancing of the credit agreement, and no
material debt maturities or term loan amortization required over
the next 12 months. Accounting for recent divestitures and the
refinancing, Moody's estimate pro forma cash on hand of over $150
million, providing a liquidity buffer for fluctuations that are
likely to include negative free cash flow in some quarters. The new
credit agreement does not include a revolving credit facility, but
provisions under in the credit agreement allow for a potential
asset-backed lending facility of up to $125 million. The new term
loan has a minimum liquidity covenant beginning on September 30,
2024 and a gross leverage covenant beginning with the quarter
ending December 31, 2025. Moody's anticipate adequate cushion under
these covenants.
The Caa1 rating on the senior unsecured notes is one notch below
the B3 Corporate Family Rating and reflects the presence of secured
debt in the form of the new $250 million term loan, and potentially
for an asset-backed lending facility in the future.
Emergent's CIS-4 (previously CIS-5) indicates that the rating is
lower than it would have been if ESG risk exposures did not.
Emergent's G-4 score (previously G-5) continues to reflect
governance challenges including those related to management
credibility and track record, and financial strategy and risk
management but the improving score reflects progress on both
issues. This reflects debt reduction and recent refinancing of the
credit agreement. Social risk exposures reflected in the S-5 score
include customer relations and responsible production exposures
related to manufacturing compliance standards. Emergent's largest
customer is the US government, and reduced predictability into
procurement for the US Strategic National Stockpile is a key credit
risk exposure.
The outlook is stable, reflecting Moody's expectations for
improving operating performance over the next 12 to 18 months but
continuing volatility in government ordering patterns.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade include greater consistency
in US government procurement patterns, good pipeline execution, a
sustained improvement in organic growth and earnings with reduced
volatility and improved liquidity.
Factors that could lead to a downgrade include material pressure on
the Narcan franchise, significant delays in US government
procurement, or a deterioration in liquidity.
Headquartered in Gaithersburg, Maryland, Emergent BioSolutions Inc.
is a life sciences company that provides pharmaceuticals, vaccines,
medical devices and contract manufacturing services related to
public health threats affecting civilian and military populations.
Revenue for the 12 months ended June 30, 2024 totaled approximately
$1.1 billion.
The principal methodology used in these ratings was Pharmaceuticals
published in November 2021.
ENVIVA INC: To Get $1-Billion Facility After Chapter 11 Exit
------------------------------------------------------------
Enviva Inc. entered into a commitment letter where certain parties
committed to provide a $1 billion first lien senior secured
facility upon emergence from Chapter 11 cases.
Exit Facility Commitment Letter
According to a regulatory filing, on August 30, 2024, the Debtors
entered into a commitment letter (as amended, the "Commitment
Letter") with certain commitment parties pursuant to which the
commitment parties have committed to provide to the Debtors a first
lien senior secured facility in an aggregate principal amount of $1
billion upon emergence from Chapter 11 Cases. The Debtors'
obligations under the Commitment Letter, including the payment of
certain premiums set forth therein, remain subject to approval by
the Bankruptcy Court.
Backstop Commitment Agreement
On Aug. 30, 2024, the Debtors entered into a Backstop Commitment
Agreement with certain Equity Commitment Parties. The Equity
Commitment Parties agreed, severally and not jointly, to (i)
purchase all Rights Offering Shares that are not subscribed for and
purchased in the proposed equity rights offering on the terms set
forth in the Proposed Plan and approved by the Bankruptcy Court
(the "Backstop Commitment"), at a 25% discount to the implied value
of the equity interests in the reorganized Company, subject to
dilution, and (ii) exercise all Rights Offering Subscription Rights
(as defined in the Backstop Commitment Agreement) issued to them by
purchasing all shares issuable in connection with such Rights
Offering Subscription Rights (the "Subscription Commitment," and
together with the Backstop Commitment, the "Funding Commitments").
In exchange for the Funding Commitments, the Debtors agreed to
provide the Equity Commitment Parties customary and reasonable
consideration for transactions of this type. The obligations of
the parties to the Backstop Commitment Agreement are subject to
certain customary conditions, including that the Bankruptcy Court
enter a confirmation order approving the Proposed Plan and the
transactions contemplated thereby.
Plan of Reorganization
On Aug. 30, 2024, the Debtors filed a proposed Joint Chapter 11
Plan of Reorganization and a related proposed form of Disclosure
Statement with the Bankruptcy Court. The Proposed Plan and the
related Proposed Disclosure Statement describe, among other things:
the terms of the Debtors' proposed restructuring transactions set
forth in the Proposed Plan (the "Restructuring"); the events
leading to the Chapter 11 Cases; certain events that have occurred
or are anticipated to occur during the Chapter 11 Cases, including
the anticipated solicitation of votes to approve the Proposed Plan
from certain of the Debtors' creditors and existing equity holders;
and certain other aspects of the Restructuring.
In addition, the Debtors filed motions (i) on August 30, 2024, for
entry of an order approving, among other things (1) the adequacy of
the Proposed Disclosure Statement, and (2) procedures in connection
with solicitation of the Proposed Plan, the Proposed Rights
Offering, and the Debtors’ proposed overbid process described in
the Proposed Plan and the Proposed Disclosure Statement and (ii) on
August 31, 2024, for entry of an order authorizing the Debtors'
entry into the Backstop Commitment Agreement and the Commitment
Letter related to the Proposed Rights Offering and exit facility,
respectively.
About Enviva Inc.
Headquartered in Bethesda, Md., Enviva Inc. --
https://www.envivabiomass.com/ -- is a producer of industrial wood
pellets, a renewable and sustainable energy source produced by
aggregating a natural resource, wood fiber, and processing it into
a transportable form, wood pellets. Enviva exports its wood pellets
to global markets through its deep-water marine terminals at the
Port of Chesapeake, Virginia, the Port of Wilmington, North
Carolina, and the Port of Pascagoula, Mississippi, and from
third-party deep-water marine terminals in Savannah, Georgia,
Mobile, Alabama, and Panama City, Florida.
Enviva Inc. and certain affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Lead Case No.
24-10453) on March 13, 2024. In the petition signed by Glenn T.
Nunziata, interim chief executive officer and chief financial
officer, Enviva Inc. disclosed $2,893,581,000 in assets and
$2,631,263,000 in liabilities.
Judge Brian F. Kenney oversees the cases.
The Debtors tapped Vinson & Elkins, LLP as general bankruptcy
counsel; Kutak Rock, LLP as local counsel; Lazard Freres & Co., LLC
as investment banker; Alvarez & Marsal Holdings, LLC as financial
advisor; and Kurtzman Carson Consultants, LLC as notice and claims
agent.
The U.S. Trustee for Region 4 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
EPR INVESTMENTS: Amends Water49 Secured Claims Pay Details
----------------------------------------------------------
EPR Investments, L.C., submitted an Amended Disclosure Statement
for Amended Chapter 11 Plan of Reorganization dated August 12,
2024.
EPR is an entity whose business purpose is to own and hold real
property located at 49041 W. Waters Avenue, Tampa, Florida 33634,
consisting of ±5.4 acres of land and an office/industrial complex
of ±111,665 square feet constructed in 1996 (the "Property").
The Debtor's primary indebtedness is an obligation to Water49, LLC
that is secured by a first lien on the Property evidenced by a
Mortgage and Security Agreement dated November 15, 2004, as
subsequently modified and amended. The amount of the indebtedness
to Water49 is disputed and the dispute will be resolved either by
the Bankruptcy Court in the adversary filed by the Debtor against
Water49, styled EPR Investment L.C. v. Water49, LLC, Case No.
8.24-ap-0017-CPM (the "Water49 Adversary") or by agreement between
the Debtor and Water49.
The Debtor's obligation to Water49 (the "Allowed Water49 Secured
Claim") is fully secured by the Property and is also guaranteed by
those certain Guaranty Agreements of Armadillo Distribution
Enterprises, Inc. and Concordia Investment Partners, LLC. The Plan
provides for the payment of the Allowed Water49 Secured Claim in
full, by the Effective Date, using funds received from either new
financing obtained by the Debtor or proceeds from the sale of the
Property.
Prior to the Effective Date, the Debtor will continue making
monthly payments to Water49 consisting of principal of $25,833.33
and interest at the non-default contract rate, or such other rate
as determined by the Bankruptcy Court (the "Water49 Monthly
Payments"). The existing guarantees of Armadillo and Concordia will
remain in place as to the Allowed Water49 Secured Claim, with
actions against Armadillo and Concordia stayed.
The Plan provides for payment to all Allowed Claims in full, with
interest, by the Effective Date using funds received from either
new financing obtained by the Debtor or proceeds from the sale of
the Property.
The Effective Date is defined in the Plan as being 180 days after
entry of a Final Order in the Oscher Litigation. The Effective Date
has been so defined because the Debtor cannot obtain new financing
or sell the Property to allow for payment in full (with interest)
to creditors until a determination is made in the Oscher Litigation
as to who owns the 99% membership interest in the Debtor and
sufficient time is provided to allow the Debtor to obtain financing
or sell the Property. Stated another way, until there is a
determination of who owns the 99% membership interest in the
Debtor, lenders have not been willing to provide financing to the
Debtor, and selling the Property is likewise impeded.
The Plan separates Claims against Debtor into classes based on
their level of priority under the Bankruptcy Code and the legal
nature of the Claims. There is a class of Equity Interests.
Administrative Claims and Priority Tax Claims are not classified
because the Bankruptcy Code requires that they receive specific
treatment.
Class 3 consists of the Secured Claim of Water49. On or before the
Effective Date, the Holder of the Allowed Water49 Secured Claim
shall be paid, in full satisfaction, settlement, release and
exchange for the Allowed Water49 Secured Claim (a) in Cash payments
commencing on the tenth (10th) day of the first month after the
Confirmation Date in monthly installments of principal of
$25,833.33, plus non-default contract interest (or such other rate
as the Bankruptcy Court deems fair and equitable), and (b) on or
before the Effective Date, in full, in Cash, a lump-sum amount
equal to the unpaid Allowed Water49 Secured Claim (after crediting
all payments made to Water49) using funds that the Debtor obtains
from either new financing secured by the Assets, or the proceeds
from a Sale of the Assets.
If the Debtor has not obtained new financing or sold the Assets by
the Effective Date, the Holder of an Allowed Water49 Secured Claim
may move to convert this Case to one under Chapter 7. Class 3 is
Impaired. Therefore, the Holder of the Allowed Water49 Secured
Claim is entitled to vote to accept or reject this Plan.
Class 6 consists of Equity Interests. On the Effective Date, all
Holders of EPR Equity Interests shall be entitled to retain all
such EPR Equity Interests as determined by Final Order entered in
the Oscher Litigation; provided, however, that such Holders of EPR
Equity Interests shall not be entitled to any distributions until
all Holders of Allowed Claims are paid in full as set forth in this
Plan. Class 6 is not Impaired.
In addition, 99% of the EPR Equity Interests have been held by Ms.
Rubinson; however, in the Oscher Litigation it will be determined
whether 99% of the EPR Equity Interests are held by Ms. Rubinson or
the Rubinson Trust. 1% of the EPR Equity Interests is held by
Elliott Rubinson as Custodian for Evan Rubinson.
The Plan shall be implemented in all respects in a manner that is
consistent with the terms and conditions of the Operative
Documents, and the requirements of section 1123(a) and other
applicable provisions of the Bankruptcy Code. On or before the
Effective Date, the Debtor shall have either obtained new financing
or sold the Property to pay all Allowed Claims and Equity Interests
under the Plan.
A full-text copy of the Amended Disclosure Statement dated August
12, 2024 is available at https://urlcurt.com/u?l=lA8O1w from
PacerMonitor.com at no charge.
The Debtor's Counsel:
Robert Elgidely, Esq.
FOX ROTHSCHILD LLP
One Biscayne Tower
2 S. Biscayne Boulevard, Suite 2750
Miami, FL 33131
Tel: 305-442-6543
Email: relgidely@foxrothschild.com
- and -
Jeanette E. McPherson, Esq.
1980 Festival Plaza Drive, Suite 700
Las Vegas, Nevada 89135
Telephone: 702.262.6899
Facsimile: 702.597.5503
Email: jmcpherson@foxrothschild.com
About EPR Investments
EPR Investments, L.C., is a Single Asset Real Estate as defined in
11 U.S.C. Section 101(51B). The Debtor is the owner of a real
property located at 4904 W. Waters Avenue, Tampa, Fla., valued at
$17.2 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01969) on April 10,
2024, with $17,200,000 in assets and $6,506,127 in liabilities.
Pamela Keris-Rubinson, managing member, signed the petition.
Judge Catherine Peek McEwen presides over the case.
Robert Elgidely, Esq., at Fox Rothschild, LLP, is the Debtor's
legal counsel.
EQUIPMENTSHARE.COM INC: S&P Rates Secured Second-Lien Notes 'B'
---------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level and '3' recovery
ratings to EquipmentShare.com Inc.'s proposed $500 million senior
secured second-lien notes due in 2033. The '3' recovery rating
indicates its expectation for meaningful recovery (50%-70%; rounded
estimate: 50%) in the event of a payment default.
EquipmentShare plans to use the proceeds to partially pay down its
drawn balance under its $3 billion asset-based lending (ABL)
facility and for transaction costs.
S&P said, "The proposed transaction does not affect our recovery
estimate on EquipmentShare's second-lien notes. Increased debt
claims at a hypothetical default are largely offset by higher asset
value resulting from the company's investment in fleet growth. In
our recovery analysis, we continue to assume that the large
ABL--with a capacity of $3 billion--will be drawn 60% at default
for a sizable priority claim ahead of its senior secured
second-lien notes.
"The transaction is leverage neutral and will not affect our
forecast credit metrics."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- Pro forma for the transaction, EquipmentShare's capital
structure will primarily consist of a $3 billion ABL (about $665
million drawn as of June 30, 2024 pro-forma for the proposed
transaction) and three tranches of senior secured second-lien notes
that are pari passu with each other: $1.03 billion due in 2028,
$600 million due in 2032, and a proposed $500 million due in 2033.
-- Guarantors of the senior secured second-lien notes comprise
substantially all of the company's operating subsidiaries.
-- Collateral includes substantially all assets, with the notes
ranking behind the ABL in priority.
-- S&P's simulated default scenario considers a default triggered
by an economic downturn that reduces demand for equipment rental
services and equipment sales.
S&P said, "Our recovery analysis assumes a recovery value in a
hypothetical bankruptcy based on a combination of two approaches to
value different parts of the business: a discrete asset valuation
approach to reflect the value of the equipment rental business
derived from the company's owned rental fleet, and an EBITDA
multiple-based approach to primarily reflect the value of the
company's OWN program, which generates rental revenue from assets
owned by third parties."
Simulated default assumptions
-- Jurisdiction: U.S.
-- Simulated year of default: 2027
-- S&P assumes the ABL is 60% drawn and that the company uses a
sizable portion of the incremental draw to purchase rental
equipment.
-- Debt amounts include six months of accrued interest that S&P
assumes will be owed at default.
-- S&P values the OWN program using a 5x EBITDA multiple applied
to significantly depressed EBITDA in a default scenario. The
multiple is in line with our typical assumption for the broader
capital goods sector and reflects OWN's smaller scale relative to
rated peers.
Simplified waterfall
-- Net recovery value after 5% administrative expenses: $2.99
billion
-- Priority claims (ABL): $1.84 billion
-- Secured equipment financing claims: $12 million
-- Collateral value available to second-lien debt (senior secured
notes): $1.15 billion
-- Second-lien debt claims: $2.23 billion
--Recovery expectations: 50%-70% (rounded estimate: 50%)
ESE INDUSTRIES: Seeks to Hire RM Auctions LLC as Auctioneer
-----------------------------------------------------------
ESE Industries, Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to hire RM Auctions LLC d/b/a
Revelation Machinery Auctions relative to a proposed auction of its
specified assets.
Compensation of the auctioneer will be based on an 18 percent
buyer's premium to be paid directly by the purchaser.
The maximum amount of costs and expenses to be expended by and
reimbursed to the auctioneer is $30,000, plus the cost of the bond
which is estimated at 1 percent, for items including marketing,
travel, staff and expenses relating to the auction, as indicated on
the budget.
RM Auctions 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:
Tanner Arnold
RM Auctions LLC
d/b/a Revelation Machinery Auctions
750 N. State St., Floor 7
Chicago, IL 60654
Phone: 618-300-5995
About ESE Industries
ESE Industries, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-16126) on June 20,
2024, with $1 million to $10 million in both assets and
liabilities. Carlos S. Hermida, president, signed the petition.
Judge Robert A. Mark presides over the case.
Richard R. Robles, Esq., at the Law Offices of Richard R. Robles,
P.A. represents the Debtor as bankruptcy counsel.
EVOFEM BIOSCIENCES: Signs 2nd Amendment to Aditxt Merger Agreement
------------------------------------------------------------------
Evofem Biosciences, Inc., disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on Sept. 6, 2024, the
Company, Aditxt, Inc., and Adifem, Inc., a wholly-owned subsidiary
of Aditxt (the "Merger Sub") entered into the second amendment to
the A&R Merger Agreement, to (i) change the date of the Third
Parent Equity Investment Date and Fourth Parent Equity Investment
Date (each as defined in the A&R Merger Agreement) from Sept. 6,
2024 and Sept. 30, 2024 to Sept. 30, 2024 and Oct. 31, 2024,
respectively and (ii) amend Section 8.1(b)(ii) of the A&R Merger
Agreement to change the required consummation date to Nov. 29,
2024.
On July 12, 2024, the Company, Aditxt and Adifem entered into the
Amended and Restated Merger Agreement, whereby the Merger Sub will
merge with and into the Company with Company being the surviving
company and wholly-owned subsidiary of Aditxt.
On Aug. 20, 2024, the Company, Aditxt, and Merger Sub entered into
the first amendment to the A&R Merger Agreement to change the Third
Parent Equity Investment Date (as defined in the A&R Merger
Agreement) to the earlier of (i) Sept. 6, 2024 or (ii) five
business days of the closing of a public offering by Parent
resulting in aggregate net proceeds to Parent of no less than
$20,000,000.
About Evofem
Evofem Biosciences, Inc., is a San Diego-based commercial-stage
biopharmaceutical company with a strong focus on innovation in
women's sexual and reproductive health. The Company's first
commercial product, Phexxi, was approved by the FDA on May 22,
2020. Phexxi is the first and only FDA-approved, hormone-free
prescription contraceptive vaginal gel.
Walnut Creek, Calif.-based BPM, LLP, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
March 26, 2024, citing that the Company has suffered recurring
losses from operations; negative cash flows from operations since
inception; has received a notice of default for its convertible
notes, and does not have sufficient capital to repay such
obligations (which are now currently due); and has a net capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.
FAMILY FIRST: L. Todd Budgen Named Subchapter V Trustee
-------------------------------------------------------
The U.S. Trustee for Region 21 appointed L. Todd Budgen, Esq., a
practicing attorney in Longwood, Fla., as Subchapter V trustee for
Family First Health Center P.A.
Mr. Budgen will be paid an hourly fee of $400 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Budgen declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
L. Todd Budgen, Esq.
P.O. Box 520546
Longwood, FL 32752
Tel: (407) 232-9118
Email: Todd@C11Trustee.com
About Family First Health
Family First Health Center P.A. sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-04484) on
August 26, 2024, with up to $50,000 in assets and up to $1 million
in liabilities.
Judge Grace E. Robson presides over the case.
Jeffrey Ainsworth, Esq., at Bransonlaw, PLLC represents the Debtor
as bankruptcy counsel.
FIRST ADVANTAGE: S&P Affirms 'B+' ICR, Off CreditWatch Negative
---------------------------------------------------------------
S&P Global Ratings affirmed all ratings, including its 'B+' issuer
credit rating on First Advantage Corp., and removed them from
CreditWatch, where S&P placed them with negative implications on
March 5, 2024. S&P also assigned a 'B+' issue-level rating to the
company's planned $2.185 billion first-lien term loan.
The stable outlook reflects S&P's view of rapid deleveraging over
the next year as one-time costs incurred in 2024 roll off, the
company realizes cost synergies, and its operating environment
normalizes for employment background screening.
First Advantage is proposing a new $2.185 billion first-lien term
due in 2031 and a new $250 million revolving credit facility that
will be undrawn as part of its funding plans for its acquisition of
Sterling Check Corp., which S&P expects to close in the fourth
quarter of 2024.
S&P said, "We expect First Advantage's operating performance and
capital allocation priorities post-closing to support deleveraging.
While leverage will be elevated when the deal closes (S&P Global
Ratings-adjusted leverage of 5.8 pro forma with synergies for the
second quarter last-12-months calculation), First Advantage's
management team is committed to reducing leverage. The company's
long term net leverage goal is 2x-3x (approximately 3x-4x on an S&P
Global Ratings-adjusted basis once one-time costs such as
restructuring and transformation costs are complete).
"We also believe the company's top two priorities over the next
18-24 months will be integration with Sterling and deleveraging,
and do not anticipate any further debt-funded activity, dividends,
or material share repurchases. As a publicly traded entity, we
believe the management team is further incentivized to reducing
leverage. Since becoming a public company in 2021, First Advantage
has managed S&P Global Ratings-adjusted leverage in the mid-2x to
low-3x area and has displayed a track record of deleveraging.
"Greater scale and improved diversification from adding Sterling
enhances our assessment of First Advantage's business risk. After
the Sterling acquisition closes, First Advantage will solidify its
place as the largest employment background screening and
verifications company. Beyond the benefits of scale, which will
naturally lead to operational efficiencies and increased capacity
for innovation and technology investment, we expect the company to
meet the needs of clients who are increasingly favoring quick
turnaround times on background checks without sacrificing quality.
"The combined company will enjoy improved diversification,
including a from a broader geographic footprint spanning across
India, Asia-Pacific, EMEA, and Canada, a customer base spanning
across broad set of industry verticals, and a more balanced mix of
blue-collar hourly workers at First Advantage and white-collar
salaried workers at Sterling, which exhibit differing hiring
pattern seasonality. This diversification should reduce earnings
volatility and intra-year working capital fluctuations, given the
varying seasonality of hiring patterns. First Advantage has also
invested in machine learning and artificial intelligence
technologies to make its operations more efficient, which has
helped margins expand over the last few years.
"We believe the transaction is highly synergistic but combining two
companies of this size is not without integration risk. The company
recently expanded its target range of synergy savings to $50
million - $70 million during its second-quarter earnings update
call. Due to the complementary business nature of Sterling to First
Advantage, we believe the majority of these cost savings will be
easy to implement without business interruptions. We expect the
cost of sales, sales and marketing, and general and administrative
line items will drive savings. Most of the scheduled savings are
headcount driven. Other synergies include integrating its machine
learning technology for verifications (SmartHub) and embedding its
AI-driven customer care investments into Sterling. We expect
one-time costs will be elevated in 2024 and 2025 as the company
embarks on the integration, with most of these savings being
realized in 2025, with the remainder in 2026.
"While both First Advantage and Sterling are leading players in
employment background screening and verifications, we believe the
two businesses have complementary offerings and capabilities,
which, as their overlap is minimal, creates the possibility of
revenue synergies from cross selling. For instance, First Advantage
has unique I-9 tax and transportation products it can offer to
Sterling's customers, and Sterling has a recovery management
service and a more advanced digital identity product to offer to
First Advantage's customers.
"The company will remain private-equity controlled post the
acquisition, but the sponsor's equity stake will reduce to around
50% because current Sterling shareholders will receive First
Advantage shares. We expect the sponsor to have limited ability to
raise leverage during the integration period.
"We believe the company's recent financial results support our
forecast envisions a stable to improving revenue environment. For
the second quarter, management noted that First Advantage's base
growth improved to -7% in the first quarter up from -11% in the
first quarter, and Sterling's base growth also improved to -14%
from -16%. These negative growth rates were more than offset by
continued strong upsell/cross sell and new logo acquisitions by
both companies. Sales growth volatility has also narrowed by
industry verticals, and management expects key labor metrics such
as quits, hires, and openings will stabilize from the pandemic
years.
"We expect both First Advantage and Sterling to maintain high gross
client retention rates even in a subdued hiring market, as we have
witnessed both companies sustain metrics above 95% over the last
year.
"The stable outlook reflects our expectation for First Advantage to
reduce leverage to the low-5x area by the end of 2025 (assuming the
Sterling acquisition closes in the fourth quarter of 2024). This is
supported by S&P's forecast for low-single-digit organic revenue
growth during 2025 (our base case which is inclusive of base
growth, cross sells, and new logos), achieving more than half of
the expected synergy target, and lower one-time costs."
FOCUS FINANCIAL: Moody's Rates New $700MM Sr. Secured Notes 'B2'
----------------------------------------------------------------
Moody's Ratings has assigned a B2 rating to Focus Financial
Partners, LLC's proposed $700 million senior secured notes due
2031. The transaction does not affect Focus's B2 corporate family
rating or its stable outlook.
The senior secured notes will be pari passu with the company's
first lien bank credit facility. The proceeds will primarily be
used to fund a $550 million dividend to existing shareholders and
increase balance sheet cash.
RATINGS RATIONALE
Focus's B2 CFR reflects its large scale, recurring revenue model,
and leading position as an owner of registered investment advisers.
Constraining the company's rating is its aggressive acquisition
strategy and high financial leverage.
The stable outlook on Focus's ratings considers its high leverage,
balanced with the firm's strong growth, recurring revenue model and
healthy cash flow generation.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Focus's ratings could be upgraded if the Moody's-adjusted
debt-to-EBITDA is sustained below 6x; and profitability, as
measured by GAAP pretax income margins, is sustained above 5%
annually.
Focus's ratings could be downgraded if Moody's-adjusted
debt-to-EBITDA is sustained above 7x; or the firm repositions its
financial policy to maximize shareholder returns (for example, via
additional debt-funded dividends).
The principal methodology used in this rating was Asset Managers
published in May 2024.
FRONTIER COMMUNICATIONS: Fitch Puts 'B+' LongTerm IDR on Watch Pos.
-------------------------------------------------------------------
Fitch Ratings has placed Frontier Communications Parent, Inc.'s
(Frontier) and its subsidiaries' Long-Term Issuer Default Ratings
(IDRs) and debt ratings on Rating Watch Positive (RWP). These
actions follow Verizon Communications, Inc.'s (A-/Stable)
announcement it will acquire the company in an all-cash
transaction.
Fitch has also upgraded Frontier Communications Holdings, LLC's
second lien secured notes and Frontier Florida LLC's senior
unsecured notes. The upgrades are based on debt changes since the
2Q 2024 earnings statement, which affected Fitch's recovery
analysis. The Long-Term IDRs for each rated issuer are 'B+'.
Fitch expects the higher-rated, investment grade Verizon to
refinance all of Frontier's outstanding debt. Verizon expects to
close the acquisition in approximately 18 months. Fitch expects to
resolve the Rating Watch at closing or if the transaction does not
go through as expected.
Fitch identified an error in its recovery analysis of Frontier that
incorrectly led the senior unsecured notes issued by Frontier
Florida to be rated 'B-'/'RR5'. Correcting the error, in
combination with other changes made in Fitch's latest recovery
analysis, has led to a two-notch upgrade to 'B+'/'RR4'.
Key Rating Drivers
Verizon Acquisition Credit Positive: The pending acquisition by
'A-' rated Verizon has positive credit implications for Frontier
and would reduce its liquidity and leverage risk. Verizon has a
strong balance sheet and generates significant pre-dividend FCF
that Fitch projects could range from $18 billion to $19 billion
annually in the next few years. This provides Frontier with
significantly more capital access as it scales its fiber network to
its 10 million passings target and beyond. Verizon also has a much
stronger national brand that could benefit the operator and has
indicated it would refinance all of Frontier's outstanding debt
upon deal closing.
Elevated Leverage: On a standalone basis before considering the
Verizon acquisition, EBITDA leverage is high near 5.3x as of June
2024. It could remain in the mid-5.0x range through Fitch's
forecast period. While EBITDA net leverage is lower in the mid-4.0x
range, the company is aggressively spending on its fiber expansion
strategy and so its sizable cash does not provide meaningful
protection to repay existing debt.
Frontier's leverage increased materially since 2021 due to heavy
capital spending to fund its fiber deployment. Verizon's
acquisition will enable the company to continue pace with its fiber
expansion strategy and shift away from copper network and legacy
services offerings. However, it is unclear what the future
financing path would look like if the Verizon deal is not
completed.
Fiber-Focused Capital Allocation: Frontier's capital allocation
policy following its April 2021 bankruptcy emergence largely
centers on accelerated investment in fiber to the home (FTTH) and
targeting fiber deployment to small and medium businesses,
enterprises and the wholesale market. Management targets net
leverage in the mid-3x range, but it is already well above this
range (4.6x at June 2024). Frontier's aggressive investment plan
will expand the deployment of fiber to more than 10 million
locations, or two-thirds of its current footprint, versus 7.2
million as of June 2024.
Fiber Opportunity Mitigates Risks: Frontier faces both opportunity
and execution risk in growing its fiber-based revenue. The risk is
somewhat mitigated by secular growth, as evidenced by the
successful addition of fiber customers. Frontier has experienced
several years of consecutive quarters of net adds and lower churn
in fiber. Broadband fiber churn has generally been in the 1.3%-1.4%
range for consumer/business customers since 2022 compared to
roughly 1.7%-2.0% for its copper customers.
The opportunity to capture additional broadband share is
highlighted by a footprint that has only one or no competitors in
approximately 85% of its markets. The new locations to be served by
fiber have material upside, as penetration rates for legacy,
less-competitive copper broadband services are in the low-teens
percentage range.
Negative Cash Flows: Fitch views heavy capital intensity and cash
burn related to its fiber build-out strategy as negative factors
for the credit profile, although the Verizon acquisition solves for
the company's FCF issues. Fitch calculates FCF deficits accelerated
meaningfully in the past few years and could be near $1.7 billion
in 2024 versus $1.9 billion (2023) and $1.4 billion (2022). Nearly
all cash flow deterioration is from significantly increased capex
spend of more than $3.0 billion annually versus the low-$1.0
billion range in 2019-2020.
Fitch expects FCF deficits will continue in the next few years and
that the company would be reliant on the capital markets to fund
its fiber expansion strategy, if the Verizon acquisition were
terminated. The company has the ability to pull back on fiber
spending/capex in order to manage its cash burn.
Margins Improving: Accelerated fiber deployments are improving
profitability, and the ongoing fiber mix shift could help drive
future margin expansion. Reported EBITDA margins increased 120
basis points YoY in 1H24. Management guided margins could expand to
the mid- to high-40% range over time, although Fitch estimates
margin expanding only to low-40% by 2027.
Fiber now comprises roughly two thirds of total EBITDA and the
ongoing mix shift to fiber should help profitability, as fiber
requires fewer on-site service calls versus copper and lower call
volumes generally. Frontier has also been aggressively cutting
costs and is believed to have cut more than $580 million since
mid-2021.
Competition Intense: Competition in telecom is intense and
increasingly diverse as more providers and technology solutions
have entered Frontier's end markets. This is further evidenced by
Verizon's move to bulk up in wireline offerings via its acquisition
of Frontier. Frontier has a strong presence within its footprint,
but other providers have also been scaling out their own networks
and broadband service offerings. Additionally, U.S. wireless
companies have now become a viable alternative internet solution
with fixed wireless access offerings.
Parent-Subsidiary Relationship: Fitch links the IDRs of Frontier
and its subsidiaries based on a strong parent/weak subsidiary
approach. The IDRs are equalized under Fitch's criteria based on an
analysis incorporating high strategic and operational incentives
and low legal incentives.
Derivation Summary
Frontier has higher exposure to the consumer market compared with
wireline peer Lumen Technologies, Inc. (CCC+), and Windstream
Services, LLC (B/RWE). The consumer market faces secular challenges
(particularly in voice/video), with legacy revenue declines in
older copper-based communication technologies being only somewhat
offset by growth in faster, fiber-based technology. Incumbent
wireline operators face competition for broadband customers from
cable operators, including Comcast Corp. (A-/Stable) and Charter
Communications Inc. (Fitch rates Charter's indirect subsidiary CCO
Holdings, LLC BB+/Stable).
Frontier also faces emerging broadband competition from 5G wireless
operators offering fixed wireless access, including T-Mobile U.S.
Inc. (BBB+/Stable) and Verizon Communications Inc. (A-/Stable).
Fitch expects Frontier's aggressive fiber investments to have
long-term benefits, but it will require significant near-term costs
that will weigh on cash flow generation.
Frontier is less competitive in the enterprise market, although its
enterprise business is less exposed to large enterprise accounts
than its larger peers. In enterprise, Frontier is smaller than AT&T
Inc. (BBB+/Stable), Verizon and Lumen. All three companies have an
advantage as national or multinational companies given their
extensive footprints in the U.S. and abroad. Windstream Services,
LLC is somewhat smaller than Frontier and is a hybrid that operates
as an incumbent in rural markets and as a business services
provider with its enterprise and wholesale units, which compete
nationally. Compared with Frontier, AT&T and Verizon have
significantly larger scale, greater business diversification and
also meaningfully lower financial leverage as investment grade
operators.
Key Assumptions
- Revenues grow modestly in the next few years, with fiber growth
offset by copper-based declines. Assumes mid-single digit growth in
data & internet services, offset by double-digit declines in Voice
& Video. Verizon acquisition is not modeled into Fitch's base case
forecast;
- EBITDA margins expand to low-40% over ratings horizon, benefiting
from a mix shift to fiber (higher margin);
- Cash taxes and restructuring costs comprise a modest use of cash
flow in the next few years, with taxes kept low due to operating
losses and tax loss carryforwards;
- EBITDA leverage remains in the mid-5.0x range, or near current
levels, over the rating horizon.
Recovery Analysis
For entities rated 'B+' and below (where default is closer and
recovery prospects are more meaningful to investors) Fitch
undertakes a tailored, or bespoke, analysis of recovery upon
default for each issuance. The resulting debt instrument rating
includes a Recovery Rating (from 'RR1' to 'RR6'), and is notched
from the Issuer Default Rating accordingly. In this analysis, there
are three steps: (i) estimating the distressed enterprise value
(EV); (ii) estimating creditor claims; and (iii) distribution of
value.
Fitch assumed Frontier would emerge from a default scenario under
the going concern approach versus liquidation. Key assumptions used
in the recovery analysis are as follows:
- Going Concern (GC) EBITDA: Fitch assumes a GC EBITDA of
approximately $1.6 billion, which is more than 10% below the
company's current run-rate EBITDA (less EBITDA from Texas). Reduced
EBITDA of this magnitude in a bankruptcy scenario could imply
increased competition has pressured revenue.
- Fitch excludes from its recovery waterfall debt amounts
outstanding at Frontier's issuer subsidiary for its Texas
securitization, Frontier Issuer LLC. This entity is a bankruptcy
remote subsidiary, and Fitch assumes this entity would not be part
of a corporate-level bankruptcy. Fitch has, however, included
residual cash flows (discounted for a stressed scenario) as part of
Fitch's recovery EBITDA assumptions.
- EV Multiple: Fitch assumes a 5.5x multiple, using a blended
approach of roughly 50% of business being copper-based (legacy) at
4.0x and 50% being fiber (growth) at 7.0x. This multiple is
validated based upon historic industry trading multiples, M&A
transactions in the industry, and Fitch bankruptcy case studies.
RATING SENSITIVITIES
Factors That Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Verizon completes the acquisition as planned.
If the Verizon acquisition is terminated, the following could also
be factors that could lead to positive rating action/upgrade:
- EBITDA leverage, defined as debt/EBITDA, sustained below 4.5x;
- Revenue and/or EBITDA growth expected to be sustained at
mid-single digit percentage or higher;
- Sustained positive FCF generation could also lead Fitch to
reassess the rating.
Factors That Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Verizon acquisition is terminated;
- EBITDA leverage sustained above 5.5x;
- A weakening of operating results, including deteriorating margins
and an inability to stabilize revenue erosion in key product areas
or offset EBITDA pressure through cost reductions;
- More aggressive capital or financial policies that Fitch views as
negative for the credit profile.
Liquidity and Debt Structure
Liquidity Profile: Frontier had approximately $1.2 billion of
unrestricted cash and short-term investments at June 2024, as well
as undrawn capacity on its $900 million revolving credit facility
(upsized to $925 million in July 2024) and $500 million available
on capacity on its secured variable funding (VFN) notes. On July 1,
2024, the VFN notes facility was amended to reduce its capacity to
$0, with the ability to increase up to $500 million in the future
upon satisfaction of certain conditions. The revolver expires in
April 2028.
Fitch expects Frontier to have material FCF deficits of more than
$3.2 billion cumulatively in 2024-2026, but the Verizon acquisition
will notably improve its access to liquidity and capital. Projected
negative FCFs over Fitch's ratings horizon, on a standalone basis
prior to the Verizon acquisition, are due to the capital-intensive
nature of the business in conjunction with an aggressive build-out
of fiber across its footprint. Fitch expects Frontier would remain
heavily reliant on the capital markets in the future if the Verizon
acquisition were not completed.
Debt Profile: Pro forma for recent debt issuances and amendments,
Frontier has roughly $11.6 billion of debt outstanding and its debt
structure consists of various sources of capital including: $2.4
billion of securitization debt that was raised in 2023-2024
(asset-backed debt collateralized by the company's Texas fiber
footprint), roughly $5.7 billion of senior secured debt, $2.8
billion of second-lien debt and $750 million of unsecured
subsidiary debt. Its first lien debt includes a $925 million senior
secured revolving credit facility and $1.0 billion of term loans
outstanding. Nearly all of the company's debt matures between
2027-2031 and, thus, there is some maturity concentration risk
although Verizon expects to refinance all of the company's existing
debt upon closing its acquisition of the company.
Issuer Profile
Frontier was founded in the 1930s and is the fourth largest U.S.
incumbent local exchange carrier providing data and Internet
services (66% of 1H24 revenue), wireline voice (22%), and wireline
video service (6%) to residential and business customers.
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
----------- ------ -------- -----
Frontier North Inc. LT IDR B+ Rating Watch On B+
senior unsecured LT BB+ Rating Watch On RR1 BB+
Frontier Florida LLC LT IDR B+ Rating Watch On B+
senior unsecured LT B+ Upgrade RR4 B-
Frontier California,
Inc. LT IDR B+ Rating Watch On B+
senior unsecured LT BB+ Rating Watch On RR1 BB+
Frontier
Communications
Holdings, LLC LT IDR B+ Rating Watch On B+
senior secured LT BB+ Rating Watch On RR1 BB+
Senior Secured
2nd Lien LT BB- Upgrade RR3 B
Frontier
Communications
Parent, Inc. LT IDR B+ Rating Watch On B+
Frontier West
Virginia Inc. LT IDR B+ Rating Watch On B+
senior unsecured LT BB+ Rating Watch On RR1 BB+
FTX TRADING: Galois to Pay $225K to Investors in SEC Settlement
---------------------------------------------------------------
The Securities and Exchange Commission on Sept. 3, 2024, announced
settled charges against Florida-based Galois Capital Management
LLC, a former registered investment adviser for a private fund that
primarily invested in crypto assets, for failing to comply with
requirements related to the safeguarding of client assets,
including crypto assets being offered and sold as securities. The
Commission also found that Galois misled fund investors about the
notice period required for redemptions. To settle the SEC's
charges, Galois agreed to pay a civil penalty of $225,000, which
will be distributed to its fund's harmed investors.
The SEC's order found that, beginning in July 2022, Galois Capital
failed to ensure that certain crypto assets held by the private
fund that it advised were maintained with a qualified custodian, a
violation of the Investment Advisers Act's Custody Rule. According
to the order, Galois Capital held certain crypto assets in online
trading accounts on crypto asset trading platforms, including FTX
Trading Ltd., that were not qualified custodians. Approximately
half of the fund’s assets under management from early to
mid-November 2022 were lost in connection with the collapse of FTX.
The SEC's order also found that Galois Capital misled certain
investors by representing to them that redemptions required at
least five business days' notice before month end while allowing
other investors to redeem with fewer days' notice.
"By failing to comply with Custody Rule provisions, Galois Capital
exposed investors to risks that fund assets, including crypto
assets, could be lost, misused, or misappropriated," said Corey
Schuster, Co-Chief of the SEC Enforcement Division's Asset
Management Unit. "We will continue to hold accountable advisers
who violate their core investor protection obligations."
The SEC's order found that Galois Capital violated the Investment
Advisers Act. Without admitting or denying the SEC's findings,
Galois Capital consented to the entry of an order requiring it to
cease and desist from further violations of the Advisers Act,
censuring it, and imposing the civil penalty discussed above.
The SEC's investigation was conducted by Annie Hancock and Rory
Alex and supervised by Colin Forbes, Brent Wilner, Mr. Schuster,
and Andrew Dean, all of the Division of Enforcement's Asset
Management Unit. The team was assisted by Kelly Kibbie, Neil
Lombardo, and Janet Grossnickle of the SEC's Division of Investment
Management.
About FTX Trading Ltd.
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell
itself to its giant rival Binance, but Binance walked away from the
deal amid reports on FTX regarding mishandled customer funds and
alleged US agency investigations.
At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step
aside, and restructuring vet John J. Ray III was quickly named new
CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
million in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year. According to Reuters, SBF
shared a document with investors on Nov. 10 showing FTX had $13.86
billion in liabilities and $14.6 billion in assets. However, only
$900 million of those assets were liquid, leading to the cash
crunch that ended with the company filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims
agent, maintaining the page
https://cases.ra.kroll.com/FTX/Home-Index
The official committee of unsecured creditors tapped Paul Hastings
as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as
Delaware and conflicts counsel; FTI Consulting, Inc. as financial
advisor; and Jefferies, LLC as investment banker.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases.
White-collar crime specialist Mark S. Cohen has reportedly been
hired to represent SBF in litigation. Lawyers at Paul Weiss
previously represented SBF but later renounced representing the
entrepreneur due to a conflict of interest.
GSE SYSTEMS: Posts Net Loss of $854,000 in Fiscal Q2
----------------------------------------------------
GSE Systems, Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $854,000 on $11.7 million of revenue for the three months ended
June 30, 2024, compared to a net loss of $1.5 million on $12.4
million of revenues for the three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $2.8 million on $23 million of revenue, compared to a net
loss of $4.4 million on $23.3 million of revenue for the same
period in 2023.
As of June 30, 2024, the Company had $20.3 million in total assets,
$17.5 million in total liabilities, and $2.8 million in total
stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/44ejf99j
About GSE Systems
Headquartered in Columbia, Maryland, GSE Systems --
http://www.gses.com/-- a Nasdaq-listed company trading under the
symbol GVP, is a provider of engineering services and technology,
expert staffing, and simulation software to clients in the power
and process industries. The Company provides customers with
simulation, engineering technology, engineering and plant services
that help clients reduce risks associated with operating their
plants, increase revenue through improved plant and employee
performance, and lower costs through improved operational
efficiency. In addition, the Company provides professional services
that help clients fill key vacancies in the organization on a
short-term basis, including but not limited to, the following:
procedure writing, planning and scheduling; engineering; senior
reactor operator training and certification; technical support and
training personnel focused on regulatory compliance and
certification in the nuclear power industry.
Tysons, Va.-based Forvis, LLP, the Company's auditor since 2020,
issued a "going concern" qualification in its report dated April 2,
2024, citing that the Company has incurred losses from operations
for the year ended Dec. 31, 2023. In addition, the continued
decline in revenues has significantly impacted the Company's
operating results and raises substantial doubt about the Company's
ability to continue as a going concern.
HAH GROUP: S&P Affirms 'B-' Rating Financing and Sponsor Dividend
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on HAH
Group Holding Co. LLC. Additionally, S&P assigned its 'B-'
issue-level rating and '3' recovery rating (50%-70%; rounded
estimate: 50%) to the company's proposed first-lien debt.
HAH Group plans to raise $900 million in new first-lien term loan,
$600 million in senior secured notes, and place a $250 million
revolving credit facility (RCF). The company plans to use the term
loan and notes proceeds to refinance its existing first- and
second-lien debt, fund a $262.6 million dividend to owners,
including sponsor owners Centerbridge Partners and Vistria, and pay
related fees and expenses.
S&P said, "Although the transaction will increase total debt, our
expectation for strong earnings growth somewhat mitigates the
leveraging effect. We expect S&P Global Ratings-adjusted leverage
pro forma the transaction will be about 9x, improving to the low-8x
area by year-end 2024, and declining further to the mid-7x area
over the following year.
"The stable outlook reflects our expectation that Help at Home will
continue to benefit from the rising demand for home care services,
growing scale of operations, and modest improvements in
profitability. Our stable outlook also reflects our expectation
that the company will generate modest free cash flow, after
mandatory shareholder distributions, by 2026. We also anticipate
the company will maintain S&P Global Ratings-adjusted leverage of
6.5x-7.5x over the next two to three years.
"Although Help at Home's dividend recapitalization increases total
debt, we expect credit metrics will remain supportive of the
current rating. Pro forma for the transaction, we expect S&P Global
Ratings-adjusted debt to EBITDA will be about 9x based on last 12
months (LTM) ended June 30, 2024. However, our expectation for
strong earnings growth will partially offset the leveraging impact
of the additional debt, leading to S&P Global Ratings-adjusted debt
to EBITDA in the low-8x area by the end of the year. We note this
is nearly two turns above our prior expectations for fiscal 2024.
In our view, despite the increase in leverage, credit metrics will
remain commensurate with the current rating, given our expectation
for solid earnings growth and incremental improvements in
profitability leading to future deleveraging. We believe earnings
growth will be the result of organic growth due to a favorable
reimbursement rate environment and growth from strategic tuck-in
acquisitions.
"In addition to the up-tick in leverage, we expect the incremental
debt to add about $25 million-$30 million in annual interest
burden, which will pressure cash flows in 2024, leading to our
expectation for negative reported free operating cash flow (FOCF)
in 2024 (inclusive of regular tax related distributions). We
anticipate cash flows will improve over the next couple of years in
tandem with earnings growth and a lower interest rate environment,
leading to modestly positive cash flow by 2026. While we expect
Help at Home's operating trends to remain favorable over the next
couple of years, its aggressive financial policy will likely cause
its leverage to remain elevated longer term.
"The market for home care services will likely remain supportive,
helping spur strong organic revenue growth and improved
profitability for the remainder of 2024 and into 2025. We
anticipate Help at Home will achieve organic growth of about
12%-13% in 2024--supplemented by tuck-in acquisitions--leading to
total top line growth of about 13%-14%. The company continues to
benefit from a favorable rate environment and volume growth
supported by solid demand for care in the home. The reimbursement
rate environment remains positive for home and community-based care
services (HCBS) as demand for care in the home increases and the
work force supply remains tight. We are seeing more increases in
reimbursement rates across various state Medicaid programs to
either close some of the gap that wage inflation caused through the
pandemic or offset more recent wage increases meant to attract a
larger workforce. However, longer term, we would expect that
reimbursement would offset wage inflation leading to relatively
stable gross margins, absent some timing mismatches as certain
states tend to make rate adjustments less frequently than every
year.
"Furthermore, we expect investments in IT and the implementation of
a new workforce management system will support some efficiency
improvements. In addition, as the business continues to grow across
the U.S., we expect the company will realize some economies of
scale. We forecast Help at Home will improve EBITDA margins (S&P
Global Ratings-adjusted) by 50 basis points (bps)-100 bps in the
next two years. This reflects our view of positive market dynamics
for home care services and a continued focus on cost management."
That said, recently proposed budget alterations related to New
York's Consumer Directed Personal Care Assistance Program (CDPAP)
could impact Help at Home's New York operations, its largest single
geographic exposure. Perhaps the most significant proposed change
is related to the placement of a single state-wide Fiscal
Intermediary (FI) that would oversee the entirety of the CDPAP
program. At this point, there remains a lot of uncertainty as to
whether by April of next year there will be no further changes to
the implementation of a single FI; however, S&P will consider the
potential impact of the FI--if passed as currently proposed--on the
overall risk of the business.
S&P said, "We believe Help at Home will continue to benefit from
favorable reimbursement trends in HCBS, although reimbursement is
relatively low and competition is abundant. The home care and
post-acute care industry is expanding quickly as an aging
population increasingly prefers at-home care and health care
sponsors continue to seek to reduce expenses. Therefore, we think
states will continue to invest in home care. However, we also
believe the industry is competitive and highly fragmented, with
relatively low levels of reimbursement due to the unskilled nature
of its services." Also, The Centers for Medicare & Medicaid
Services (CMS) recently finalized a rule that requires 80% of
reimbursement to be directed to worker compensation, which will
impair margins in the industry, although the rule doesn't fully go
into effect until 2030.
Help at Home competes with other relatively large players such as
Addus HomeCare (not rated), RMS Holding Co. ('B-'), and Pluto
Acquisition I Inc. ('B-'; dba AccentCare Inc.), as well as other
companies with large footprints in particular markets. Help at
Home's scale provides an advantage relative to many small providers
given its operating leverage in administrative expenses and ability
to respond to regulatory changes.
S&P said, "We believe the industry's barriers to entry are low and
other home-health providers and non-health-care companies such as
staffing companies and payroll processors could offer some of the
same services. Nevertheless, we believe Help at Home's size and
focus on low-skill home care provides some insulation from the
industry's labor challenges.
"The stable outlook reflects our expectation that Help at Home will
continue to benefit from the rising demand for home care services,
growing scale of operations, and modest improvements to
profitability. Our stable outlook also reflects our expectation
that the company will generate modest free cash flow, after
mandatory shareholder distributions, by 2026. We also anticipate
the company will maintain S&P Global Ratings-adjusted leverage of
6.5x-7.5x over the next two to three years.
"We could consider lowering our rating on Help at Home if we expect
sustained material cash flow deficits, which could cause us to view
its capital structure as unsustainable. This scenario could occur
because of increased competition or rate cuts from Medicaid payers;
if margins materially contract as a result of increasing
competition; if the company fails to successfully negotiate for
price increases; or if there are high acquisition multiples.
"We could consider a higher rating if we expect Help at Home to
sustain free cash flow after shareholder tax distributions above 3%
of debt (or about $45 million-$55 million). In this scenario, we
would believe the financial policy is supportive of sustaining
stronger credit metrics.
"Governance factors are a moderately negative consideration in our
credit rating analysis. Our assessment of the company's financial
risk profile as highly leveraged reflects corporate decision-making
that prioritizes the interests of controlling owners, in line with
our view of most rated entities owned by private-equity sponsors.
Our assessment also reflects the generally finite holding periods
and a focus on maximizing shareholder returns."
HDLV CONSOLIDATION: Hires Porter Hedges as Bankruptcy Counsel
-------------------------------------------------------------
HDLV Consolidation, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire Porter Hedges LLP
as bankruptcy counsel.
The firm will render these services:
(a) provide legal advice with respect to the Debtor's rights
and duties as debtors in possession and continued business
operations;
(b) assist, advise and represent the Debtor in analyzing the
Debtor's capital structure, investigating the extent and validity
of liens, cash collateral stipulations or contested matters;
(c) assist, advise and represent the Debtor in post-petition
financing transactions;
(d) assist, advise and represent the Debtor in the sale of
certain assets;
(e) assist, advise and represent the Debtor in the formulation
of a disclosure statement and plan of reorganization and to assist
the Debtor in obtaining confirmation and consummation of a plan of
reorganization;
(f) assist, advise and represent the Debtor in any manner
relevant to preserving and protecting the Debtor's estate;
(g) investigate and prosecute preference, fraudulent transfer
and other actions arising under the Debtor's bankruptcy avoiding
powers;
(h) prepare on behalf of the Debtor all necessary
applications, motions, answers, orders, reports, and other legal
papers;
(i) appear in Court and to protect the interests of the Debtor
before the Court;
(j) assist the Debtor in administrative matters;
(k) perform all other legal services for the Debtor which may
be necessary and proper in these proceedings;
(l) assist, advise and represent the Debtor in any litigation
matter;
(m) continue to assist and advise the Debtor in general
corporate and other matters previously described in this
Application; and
(n) provide other legal advice and services, as requested by
the Debtor, from time to time.
The firm will be paid at these rates:
Partners $520 - $1,100 per hour
Of Counsel $400 - $1,100 per hour
Associates $420 - $805 per hour
Paralegals $310 - $470 per hour
The firm has agreed to a 12 percent discount of its hourly rates in
this case.
The firm received a retainer in the amount of $35,000.
Aaron James Power, Esq., a partner at Porter Hedges, 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 through:
Aaron J. Power , Esq.
PORTER HEDGES LLP
1000 Main St., 36th Floor
Houston, TX 77002
Telephone: (713) 226-6631
Facsimile: (713) 226-6231
Email: apower@porterhedges.com
About HDLV Consolidation, LLC
HDLV Consolidation, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No.
24-33540) on August 2, 2024, listing $500,001 to $1 million on both
assets and liabilities.
Judge Jeffrey P Norman presides over the case.
Aaron James Power, Esq. at Porter Hedges LLP represents the Debtor
as counsel.
HERITAGE HOME: Case Summary & 12 Unsecured Creditors
----------------------------------------------------
Debtor: Heritage Home Furnishings, LLC
d/b/a Minerva's Home Furnishings
250 Market St
Turlock, CA 95380
Business Description: Minerva's Home is a furniture and mattress
store located in Turlock, CA that provides
furniture for the living room, dining room,
home office, and bedroom. In addition to
furniture, the Company carries mattress
sets, innerspring, hybrid, and gel
memory foam mattresses, box springs, and
adjustable foundations. It also has
mattress accessories such as pillows,
mattress covers, and mattress protectors.
Chapter 11 Petition Date: September 10, 2024
Court: United States Bankruptcy Court
Eastern District of California
Case No.: 24-90528
Judge: Hon. Ronald H Sargis
Debtor's Counsel: Brian S. Haddix, Esq.
HADDIX LAW FIRM
1224 I Street
Modesto, CA 95354-0912
Tel: (209) 338-1131
Email: bhaddix@modestobankruptcylaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Fabiola Sanchez Sandoval as managing
member.
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/3333MBI/Heritage_Home_Furnishings_LLC__caebke-24-90528__0001.0.pdf?mcid=tGE4TAMA
HILTON GRAND: Fitch Alters Outlook on 'BB' LongTerm IDR to Negative
-------------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDR) for Hilton Grand Vacations, Inc. and Hilton Grand Vacations
Borrower LLC (collectively, HGV) at 'BB'. The ratings reflect HGV's
favorable competitive position as one of the largest timeshare
operators and its strong profitability and cash flow profile. This
is offset by relatively high leverage for a 'BB' rated issuer and
the potential impact from the cyclical nature of the timeshare
industry, including an increase in defaults of timeshare
receivables. The Rating Outlook has been revised from Stable to
Negative.
HGV has been acquisitive resulting in leverage metrics exceeding
negative sensitivities. Fitch expects leverage to return to within
sensitivities as the Bluegreen acquisition is integrated into the
existing system.
The Negative Rating Outlook reflects the higher leverage likely to
be above negative sensitivities longer than originally expected,
along with softness in the overall timeshare market, including
lower close rates and higher default rates. The Outlook will be
resolved when EBITDA leverage approaches 3.5x or lower, as HGV has
tools at its disposal to improve credit metrics.
Key Rating Drivers
Integration of Bluegreen Acquisition: HGV closed on the Bluegreen
acquisition in January 2024. The rationale for the sale includes
increased size and scale that should lead to costs savings and
lower cost of capital, expansion of HGV's member reach and growth
profile, potential to accelerate new buyer growth by taking
advantage of BVH's high quality lead flow, increased FCF from
potential cost savings and revenue synergies, and the ability to
rebrand BVH resorts with the HGV brand and further leverage the
Hilton relationship.
The acquisition was primarily debt financed, which led to leverage
ratios temporarily exceeding negative sensitivities. Fitch expects
leverage to return to pre-acquisition levels within the next two
years as benefits from revenue and cost synergies are achieved and
FCF is applied to debt reduction.
Impact from Cyclicality: Timeshare companies performed well during
the post-pandemic period as higher demand for leisure travel
resulted in higher timeshare sales and increased consumer savings
led to historically low default rates on timeshare loans. Consumer
demand has somewhat subsided during 2Q24 and default rates are
increasing to historical levels, which led to a reduction in 2024
EBITDA guidance. HGV has also experienced some softness due to
restructuring changes with its sales force. Cyclical downturns are
somewhat negated by the presence of recurring revenue streams,
which includes income from loan financing, resort and club
management, and rental activity.
Timeshare receivables experienced a default rate of 8.9% in 2021
and 6.3% in 2020, and reached 6.0% during the global financial
crisis. In a default, HGV typically retains ownership of the VOI,
which it can rent or sell to another customer. Loan loss provisions
as a percentage of contract sales were 11.4% in 2019 and declined
to 8.4% in 2022, but moved up to the low-teens in 2023. Fitch is
projecting loan loss provisions in the low to mid-teens over the
forecast horizon. In addition, the weighted average FICO score of
738 out of a potential of 850 as of June 30, 2024 is considered by
Fitch to be of good quality.
Well Positioned in a Competitive Industry: HGV is a top three
timeshare operator based on owner families, which provides
economies of scale and facilitates third-party marketing
relationships. HGV is well positioned within the high-end spectrum
of the timeshare industry and has a diversified portfolio of
vacation ownership brands. The integration of Diamond Resorts
broadens HGV's addressable market through an expanded regional
network in the U.S. as well as a wider range of products and price
points.
HGV has exclusive rights to the Hilton name for the timeshare
business on a 100-year license and has access to 195 million
members in the Hilton Honors program, one of the industry's
strongest loyalty programs. Loyalty programs are crucial for chains
like Hilton, as the programs drive repeat business, which
translates into repeat selling opportunities in timeshares.
Variation From Published Criteria: Since the September 2023
committee, Fitch has created a variation for timeshare companies.
Fitch's Corporate Rating Criteria calls for deconsolidation of the
company's financial services (FS) operations and assumes a
hypothetical capital injection to achieve the target standalone
capital structure. A variation from Fitch's Corporate Rating
Criteria was made as Fitch-adjusted EBITDA now incorporates income
earned from the company's FS operations.
Fitch considers the cash generated by HGV's wholly owned consumer
financing subsidiary, which flows up directly to HGV, to be
accessible, stable and sustainable. Therefore, its inclusion better
depicts the company's true operating position as this cash flow
supports HGV's ability to service debt and finance its operations.
Derivation Summary
HGV's ratings reflect its leading position in the timeshare
industry, its strong brand affiliation and network, and its robust
liquidity due to limited near-term debt maturities. The
discretionary and cyclical nature of timeshare sales balance the
ratings.
HGV is one of the largest timeshare operators with approximately
720,000 owner families in its system. Travel + Leisure Co. (TNL;
BB-/Stable) is the largest with 800,000+ owner families, while
Marriott Vacations Worldwide (VAC) has approximately 700,000. HGV
generates higher EBITDA than VAC and TNL and has a stronger
EBITDA-to-FCF conversion rate.
HGV's revenue is less diversified than that of TNL and VAC, which
own the Resorts Condominium International and Interval
International timeshare exchange networks, respectively. The
timeshare exchange business is declining, however, as the larger
size and scale of the big three timeshare companies negates the
need for an owner to exchange into a timeshare outside the issuers
network. Projected 2024 EBITDA leverage is expected to be higher
than TNL at 4.6x to 3.7x as a result of the Bluegreen acquisition.
Given the strong FCF profile of HGV, Fitch expects cash will
accumulate through the forecast years despite an assumption for
share buybacks. HGV has historically maintained strong cash and
cash equivalents, which provides ample liquidity to fund working
capital requirements.
Key Assumptions
- Revenue (excluding cost reimbursements) increases 22% in 2024
and 10% in 2025 due to impact of Bluegreen acquisition and
expected revenue synergies;
- EBITDA margins decline to 25% in 2024 from 28% in 2023 and
remain at that level over the forecast horizon to reflect
higher loan loss provisions;
- Base interest rates applicable to the company's outstanding
variable debt obligations reflect SOFR forward curve;
- Annual share repurchases of $400 million across the forecast
horizon;
- No material acquisitions or dispositions are assumed.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Greater diversification by business line or scale through
material increase in owner families;
- EBITDA leverage sustaining below 2.5x;
- Evidence of through-the-cycle sustainability in the company's
capital-light inventory sources such that it does not
materially affect HGV's financial flexibility and operational
strategy.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA leverage above 3.5x;
- Severe disruption in the asset-based securities markets such
that HGV needs to provide material support to its captive
finance subsidiary;
- Material decline in profitability, leading to EBITDA margins
sustaining around 15%;
- Consistently negative FCF.
Liquidity and Debt Structure
Strong Liquidity, Limited Near-Term Maturities: At 2Q24, HGV had
$328 million in cash and cash equivalents on hand, and $446 million
of available capacity, net of letters of credits, under its $1.0
billion revolving credit facility. The strength of HGV's liquidity
profile is driven by a lack of meaningful near-term debt
maturities. HGV also has $273 million of restricted cash.
Because HGV relies on the asset-backed securities market to help
fund its timeshare customer lending activities, Fitch notes that a
significant economic downturn resulting in tightened credit markets
could pressure HGV's securitization market access and potentially
require it to support its finance subsidiary. This risk is
mitigated by the company's $750 million receivable securitization
warehouse facility, which had $750 million of available borrowing
capacity as of June 30, 2024.
HGV completed a $240 million securitization in April 2024 at an
overall weighted average coupon of 6.42% and an advance rate of
90.5%, and a $375 million securitization in May 2024 at an average
overall weighted coupon of 5.68% and an advance rate of 99%.
Proceeds were used to repay debt and for other general corporate
purposes.
Issuer Profile
Hilton Grand Vacations, Inc. is a global timeshare company that
develops, sells and manages timeshare resorts under the Hilton
Grand Vacations brand. HGV sells vacation ownership interests
(VOIs), finances and services loans provided to consumers for their
VOI purchases, operates resorts, and manages the points-based
Hilton Grand Vacations Club, Hilton Club, and Diamond exchange
programs.
REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING
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
----------- ------ -------- -----
Hilton Grand Vacations
Borrower LLC LT IDR BB Affirmed BB
senior unsecured LT BB Affirmed RR4 BB
senior secured LT BB+ Affirmed RR2 BB+
Hilton Grand
Vacations Inc. LT IDR BB Affirmed BB
HYPERION UTS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Hyperion UTS, Inc.
d/b/a United Trucking Solutions
1108 Tranquil Falls Lane
Matthews, NC 28104
Chapter 11 Petition Date: September 10, 2024
Court: United States Bankruptcy Court
Western District of North Carolina
Case No.: 24-30777
Debtor's Counsel: John C. Woodman, Esq.
ESSEX RICHARDS PA
1701 South Boulevard
Charlotte, NC 28203
Tel: (704) 377-4300
Fax: (704) 372-1357
Email: jwoodman@essexrichards.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Yurii Stiahlii as officer.
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/437IECQ/Hyperion_UTS_Inc__ncwbke-24-30777__0001.0.pdf?mcid=tGE4TAMA
INNOVATIVE PAYMENT: Raises Going Concern Doubt
----------------------------------------------
Innovative Payment Solutions, Inc. disclosed in a Form 10-Q Report
filed with the U.S. Securities and Exchange Commission for the
quarterly period ended June 30, 2024, that it has determined that
there is substantial doubt about its ability to continue as a going
concern.
According to the Company, it has incurred net losses since its
inception and anticipates net losses and negative operating cash
flows for the near future.
For the three months ended June 30, 2024 and 2023, the Company
reported net losses of $797,645 and $3.2 million, respectively. For
and as of the six months ended June 30, 2024, the Company had a net
loss of $1.1 million.
In connection with preparing the unaudited condensed consolidated
financial statements for the six months ended June 30, 2024,
management evaluated the risks the Company's business and its
future liquidity for the next 12 months from the date of issuance
of these financial statements.
The accompanying financial statements for the period ended June 30,
2024 have been prepared assuming the Company will continue as a
going concern, but the ability of the Company to continue as a
going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it establishes a revenue
stream and becomes profitable. Management's plans to continue as a
going concern include raising additional capital through sales of
equity securities and borrowing. However, management cannot provide
any assurances that the Company will be successful in accomplishing
any of its plans. If the Company is not able to obtain the
necessary additional financing on a timely basis, the Company will
be required to delay, and reduce the scope of the Company's
development and operations. Continuing as a going concern is
dependent upon its ability to successfully secure other sources of
financing and attain profitable operations. The accompanying
unaudited condensed consolidated financial statements do not
include any adjustments that might be necessary if the Company is
unable to continue as a going concern.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/mrxdnkdu
About Innovative Payment Solutions
Carmel By The Sea, Calif.-based Innovative Payment Solutions, Inc.
is a fintech provider of digital payment solutions presently
focused on, through its participation in IPSIPay Express,
developing a new account-to-account payment application called
Instant Settlement in RealTime as well as traditional credit card
processing services.
As of June 30, 2024, the Company had $1.01 million in total assets,
$9.3 million in total liabilities, and $8.3 million in total
stockholders' deficit.
J. CREW: Moody's Rates New $450MM Secured Term Loan B 'B2'
----------------------------------------------------------
Moody's Ratings assigned a B2 senior secured bank credit facility
rating to Chinos Intermediate 2 LLC's (dba "J.Crew") proposed
7-year $450 million senior secured term loan B. All other ratings,
including the company's existing B2 corporate family rating and
B2-PD probability of default rating (PR) remain unchanged. The
outlook is stable.
Proceeds from the new $450 million term loan will be used to
refinance the company's existing term loan B. The proposed
financing along with the extension of its ABL (unrated) by 5 years
will extend the company's debt maturity profile with a negligible
impact on credit metrics. Moody's will withdraw ratings on the
existing term loan upon close of the refinancing.
RATINGS RATIONALE
J.Crew's B2 CFR is constrained by the company's relatively small
scale, high fashion risk and the highly competitive nature of the
apparel retail sector. In addition, the ratings are constrained by
governance considerations, including ownership by its former
lenders, which increases the risk of aggressive financial strategy
actions. The company has been contending with the turnaround of the
J.Crew full-price business over the past several years and more
recently, a challenged consumer which have been credit negatives.
Moody's expect the company to continue to effectively manage
promotions, product assortment and inventory levels, execute on the
J.Crew Factory build-out strategy and execute on improvements to
the Madewell brand.
At the same time, the rating is supported by J.Crew's adequate
credit metrics with Moody's-adjusted debt/EBITDA expected to be
about 2.3x and EBITA/interest of around 1.8x, over the 12-18
months. Moody's also expect the company to have good liquidity
including adequate cash balances and access to its $400 million
asset-based revolving credit facility (which had about $57 million
of borrowings and $68 million of letters of credit outstanding, as
of August 3, 2024). The company also benefits from its ownership of
the Madewell business, which demonstrated sustained growth before
the pandemic and has newly appointed brand leadership.
The stable outlook reflects Moody's expectation that J.Crew will
continue to maintain solid credit metrics for the rating category
and good liquidity over the next 12-18 months.
The proposed senior secured term loan B has a first lien on all
assets of the company, except accounts receivable and inventory on
which it has a second lien behind the $400 million asset based
revolving credit facility (unrated). It also reflects the proposed
term loan's priority position ahead of more junior claims in the
capital structure including leases and accounts payable.
Marketing terms for the new credit facilities (final terms may
differ materially) include the following: Incremental pari passu
debt capacity up to the greater of a dollar-capped amount
equivalent to 100% of closing date EBITDA and 100% of Consolidated
EBITDA, plus unlimited amounts subject to the greater of 2.75x
first lien net leverage ratio and leverage neutral incurrence, with
an inside maturity sub-limit up to a dollar-capped amount
equivalent to 100% of closing date EBITDA. A "blocker" provision
restricts the transfer of material intellectual property to
unrestricted subsidiaries. The credit agreement provides some
limitations on up-tiering transactions, requiring affected lender
consent for amendments that subordinate the debt and liens unless
such lenders can ratably participate in such priming debt.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Ratings could be upgraded if the company demonstrates a transparent
and strong commitment to conservative financial policies. An
upgrade would also require a sustained period of solid operating
performance in both the Madewell and J.Crew businesses and
maintenance of good liquidity. Quantitatively, the ratings could be
upgraded if debt/EBITDA is maintained below 3.0 times and
EBITA/interest expense remains above 3.0 times.
The ratings could be downgraded if operating performance weakens or
liquidity deteriorates. Quantitatively, the ratings could be
downgraded with expectations that debt/EBITDA will be sustained
above 4.0 times or EBITA/interest expense sustained below 1.75
times.
Chinos Intermediate 2 LLC (dba J.Crew) is a retailer of women's,
men's and children's apparel, shoes and accessories under the
J.Crew and Madewell brands. For the last twelve months ended August
3, 2024, the company generated revenue of approximately $2.7
billion through its stores, websites and retail partners. The
company is majority owned by Anchorage Capital Group, L.L.C.
following the 2020 bankruptcy emergence.
The principal methodology used in this rating was Retail and
Apparel published in November 2023.
JOSHUA TREE: Richard Furtek Named Subchapter V Trustee
------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Richard Furtek of
Furtek & Associates, LLC as Subchapter V trustee for Joshua Tree
Learning Experience, Inc.
Mr. Furtek will be paid an hourly fee of $325 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Furtek declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Richard E. Furtek
Furtek & Associates, LLC
Lindenwood Corporate Center
101 Lindenwood Drive, Suite 225
Malvern, PA 19355
Phone: (215) 768-8030
Email: rfurtek@furtekassociates.com
About Joshua Tree Learning Experience
Joshua Tree Learning Experience, Inc. sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No.
24-12954) on August 23, 2024, with up to $50,000 in assets and up
to $500,000 in liabilities.
Judge Patricia M. Mayer presides over the case.
Maggie S. Soboleski, Esq., at Center City Law Offices, LLC
represents the Debtor as bankruptcy counsel.
KING WHOLESALE: Kevin Heard Named Subchapter V Trustee
------------------------------------------------------
J. Thomas Corbett, the U.S. Bankruptcy Administrator for the
Northern District of Alabama, appointed Kevin Heard, Esq., at
Heard, Ary & Dauro, LLC as Subchapter V trustee for King Wholesale
Parts Marketing Inc.
About King Wholesale Parts Marketing
King Wholesale Parts Marketing Inc. filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ala. Case No.
24-81631) on August 23, 2024, listing up to $50,000 in assets and
up to $1 million in liabilities.
Judge Clifton R Jessup Jr presides over the case.
Stuart M Maples, Esq. at Thompson Burton, PLLC represents the
Debtor as legal counsel.
KING'S MOVING: Hires Hinkle Law Firm as Bankruptcy Counsel
----------------------------------------------------------
King's Moving & Storage, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Kansas to hire Hinkle Law Firm
LLC as its bankruptcy counsel.
Hinkle Law Firm will render these services:
(a) advise the Debtor of its rights, powers, and duties in the
operation and management or liquidation of its business and
property;
(b) advise the Debtor concerning and assist in the negotiation
and documentation of financing agreements, cash collateral orders
(if any) and related transactions;
(c) investigate into the nature and validity of liens asserted
against the property of the Debtor, and advise the Debtor
concerning the enforceability of those liens;
(d) investigate and advise the Debtor concerning and take such
action as may be necessary to collect income and assets in
accordance with applicable law and recover property for the
benefit
of the Debtor's estate;
(e) prepare legal papers;
(f) advise the Debtor concerning and prepare responses to
applications, motions, pleadings, notices, and other documents
which may be filed and served;
(g) counsel the Debtor in connection with the formulation,
negotiation, and promulgation of plan and related documents; and
(h) perform such other necessary legal services.
The firm will be paid at these rates:
Nicholas R. Grillot $310 per hour
Lora J. Smith $230 per hour
Associates $200 per hour
Legal Assistants $135 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received from the Debtor a pre-petition retainer of
$2,000.
Nicholas Grillot, Esq., and Lora Smith, Esq., attorneys at Hinkle
Law Firm, 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:
Nicholas R. Grillot, Esq.
HINKLE LAW FIRM LLC
1617 N. Waterfront Parkway, Suite 400
Wichita, KS 67206
Tel: (316) 267-2000
Fax: (316) 264-1518
Email: ngrillot@hinklaw.com
About King's Moving & Storage, Inc.
King's Moving & Storage is primarily engaged in providing local or
long-distance specialized freight trucking.
King's Moving & Storage, Inc. filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Kansas
Case No. 24-10850) on August 30, 2024, listing up to $50,000 in
assets and $1 million to $10 million in liabilities. The petition
was signed by Britt D. King as president.
Judge Mitchell L Herren presides over the case.
Nicholas R. Grillot, Esq. at HINKLE LAW FIRM LLC represents the
Debtor as counsel.
KOSMOS ENERGY: Fitch Gives B+(EXP) Rating on $500MM Unsecured Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Kosmos Energy Ltd.'s (B+/Stable)
proposed USD500 million seven-year notes an expected senior
unsecured rating of 'B+(EXP)'. The Recovery Rating is 'RR4'. Fitch
will assign the final rating following the receipt of final
documentation largely conforming to the draft documentation
reviewed.
The proposed notes will be guaranteed on a senior unsecured basis
by Kosmos's subsidiaries that guarantee its undrawn corporate
revolver (RCF) and its existing senior unsecured notes and on a
subordinated basis by subsidiaries that guarantee its reserve base
lending (RBL) facility. The notes will rank equally with its
existing USD1.9 billion of notes (including convertibles) but will
be subordinated to the USD1.35 billion RBL.
Kosmos intends to use all the bond proceeds to repay its 2026, 2027
and 2028 notes. As such, Fitch views the transaction as neutral to
leverage and to its recovery analysis. Fitch projects that Kosmos's
EBITDA net leverage will average around 2.4x in 2024-2027, which is
higher than previously expected in May, but still in line with its
sensitivities for the rating.
Kosmos's 'B+' Issuer Default Rating (IDR) reflects its moderate
operational scale, fairly strong reserve life, average unit
economics, moderate leverage and comfortable liquidity with
balanced maturities and projected positive free cash flow (FCF) in
2025-2027. Exposure to countries with high regulatory risks is
partly counterbalanced by geographical diversification.
Key Rating Drivers
Tortue Challenges to First Gas: Kosmos's flagship growth project,
Tortue Phase 1, has experienced delays due to issues with subsea
pipelay works. BP plc (A+/Stable), the project operator, has
replaced the pipelay contractor. Consequently, the project start-up
has been delayed by almost a year, with first LNG output now
expected in 4Q24. The pipelay works have now largely been
completed. BP has served the previous contractor with a claim
notice. Kosmos's net share of potential recoverable damages could
be up to USD160 million; however, Fitch has not included them in
its financial projections.
Higher but Still Moderate Leverage: Lower production associated
with lower-than-expected production from Ghana, in combination with
some other factors, could result in higher leverage than Fitch
previously assumed. Based on its price deck, Fitch projects
Kosmos's EBITDA net leverage at around 2.4x in 2024-2027, compared
with its previous forecast of around 2x for the same period. Fitch
regards this level as still moderate and in line with the rating.
However, the company's leverage headroom has been reduced.
Growing Production: Fitch expects Kosmos's production to increase
substantially to around 80,000 boe/d by end-2024 (exit rate), from
63,000 boe/d in 2023. This growth is driven by (i) the ramp-up of
the Jubilee field in Ghana, (ii) the start-up of the Winterfell
project in the Gulf of Mexico (GoM), and (iii) the start-up of the
Tortue Phase 1 project. Fitch sees low remaining execution risks
for these projects and their associated production growth should
support Kosmos's scale and diversification.
Comfortable Reserve Life: Kosmos's proved (1P) reserve life of 11
years (based on end-2023 proved reserves of 278 million boe and
projected 2024 production) is fairly strong and underscores its
ability to maintain a stable production profile at least in the
next three to four years. In 2023, Kosmos's reserve replacement
ratio was robust at around 100%.
Reducing Capital Intensity: Kosmos's capital intensity should fall
starting from 2025, once its growth projects become operational.
Fitch projects capex to average around USD400 million in 2025-2027,
compared with around USD700 million in 2024, leading to FCF of
around USD200 million per annum during the same period.
No Dividends Assumed: Kosmos aims to prioritise internal funding of
capex and debt reduction towards its long-term target of
company-defined net debt at below 1.5x EBITDAX, over shareholder
distributions. Under its current price assumptions, Fitch does not
expect Kosmos to resume shareholder distributions for 2024-2027.
Diversification Offsets Risk in Ghana: Fitch expects over half of
Kosmos's production will be contributed by assets in Ghana for
2024-2027. Although exposure to a higher-risk jurisdiction is
negative, Kosmos has a substantial production base across the GoM
and African nations outside of Ghana.
Its operations in Ghana have experienced no large-scale disruptions
and are supported by robust contractual arrangements. Ghana's
ongoing external debt restructuring has not hit Kosmos's
operations, and the company has not encountered currency controls
in the country. Oil revenues from Ghana's operations are channelled
into its offshore accounts, with no currency repatriation
requirements.
'AAA' Country Ceiling Applied: Fitch expects EBITDA from Kosmos's
operations in the GoM to be sufficient to cover its gross interest
expense in 2024-2027. Consequently, the applicable Country Ceiling
is that of the US at 'AAA'.
Derivation Summary
Energean Plc (BB-/Stable) is rated one notch higher than Kosmos due
to its significantly higher projected production (peaking at
150,000-160,000boe/d in 2025 following divestments) and reserves,
and a large share of contracted sales under long-term take-or-pay
agreements that provide more visibility to its cash flows. Fitch
expects Energean's EBITDA net leverage to be moderately lower than
that of Kosmos at 2x.
Seplat Energy Plc's (B-/Stable) production should significantly
increase following its announced acquisition of Mobil Producing
Nigeria Unlimited (MPNU), and will exceed that of Kosmos. However,
Seplat's rating is constrained by Nigeria's 'B-' Country Ceiling
due to concentration of its assets and export revenues in the
country.
Ithaca Energy plc's (B/Rating Watch Positive) pre-acquisition
credit profile warrants a one-notch difference with Kosmos's, due
to Ithaca's lower projected pre-acquisition production and
reserves, as well as higher decommissioning obligations and taxes,
which are partially offset by lower country risk.
Key Assumptions
- Brent crude oil prices of USD80/bbl in 2024, USD70/bbl in 2025,
and USD65/bbl in 2026-2027
- Henry hub prices of USD2.5/thousand cubic feet (mcf) in 2024,
USD3/mcf in 2025-2026, and USD2.75/mcf in 2027
- Production increasing to around 69,000boe/d in 2024 and around
84,000boe/d in 2025-2027
- Capex of around USD700 million a year in 2024, and averaging
around USD400 million in 2025-2027
- No common dividends in line with Kosmos's long-term leverage
target
Recovery Analysis
Its recovery analysis is based on a going-concern (GC) approach,
which implies that Kosmos will be reorganised rather than
liquidated in a bankruptcy.
The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganisation EBITDA level on which Fitch bases the
enterprise valuation (EV).
Kosmos's GC EBITDA of USD620 million, which includes the company's
full consolidation scope, reflects its view on EBITDA generation
without any hedging, and assumption of a fall in oil and natural
gas prices in 2024, followed by a moderate recovery. Previously,
its analysis was based on EBITDA attributable to the GoM assets and
newly acquired Ghanaian assets as the subsidiaries owning these
assets guaranteed Kosmos' senior unsecured debt on a senior basis.
The approach has been changed after newly acquired Ghanaian assets
were added to the RBL security package and now guarantee senior
unsecured debt on a subordinated basis.
Fitch used a distressed EV multiple of 4.0x (down from 4.5x due to
a change in a GC EBITDA consolidation perimeter), which reflects
Kosmos's moderate size with some growth prospects, and also the
company's exposure to country risk.
Kosmos's senior unsecured notes, including its USD400 million
convertible notes issued in March 2024, rank equally with its
approximately USD165 million RCF, but are subordinated to its
USD1.35 billion RBL. As the proposed notes will be used fully to
repay existing notes Fitch expects no impact to total assumed debt
at default. Additionally, the notes and RCF benefit from joint and
several senior unsecured guarantees from restricted subsidiaries
owning the assets in GoM as well as a negative pledge. They are
guaranteed on a subordinated unsecured basis by the restricted
subsidiaries that guarantee the RBL.
After deducting 10% for administrative claims, its analysis
generated a waterfall-generated recovery computation (WGRC) for
Kosmos's senior unsecured notes in the 'RR4' band, indicating an
expected 'B+(EXP)' instrument rating. The WGRC output percentage on
these metrics and assumptions is 43%.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Production increasing to over 100,000boe/d, in combination with
EBITDA net leverage below 1.5x on a sustained basis, supported by a
formal financial policy
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA net leverage over 2.5x on a sustained basis
- Production failing to exceed 80,000boe/d
- Aggressive shareholder distributions or deteriorating liquidity
- EBITDA from outside Ghana failing to cover gross interest
expense
Liquidity and Debt Structure
Strong Liquidity: Kosmos has no debt maturities until 2025 except
for its undrawn USD164 million RCF expiring at end-2024. Following
the April refinancing of its USD1.35 billion committed (USD750
million drawn) RBL it will start amortising in 2027. The proposed
notes will further reduce Kosmos's closest bond maturity in 2026 by
USD400 million to USD250 million and 2027-2028 maturities by a
combined USD100 million. Fitch expects Kosmos to partially repay
the 2026 notes with cash and to proactively manage its 2027-2028
maturities.
Limited Refinancing Risk: Fitch believes Kosmos's refinancing risk
is limited, due to its moderate projected leverage, reducing
capital intensity and projected positive FCF in 2025-2027. Kosmos
continues to be actively present in the bond market, as underlined
by the USD400 million senior unsecured convertible notes placed in
March 2024 and the proposed notes.
Issuer Profile
Kosmos is a medium-sized, full-cycle deep-water independent oil and
gas exploration and production company.
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
----------- ------ --------
Kosmos Energy Ltd.
senior unsecured LT B+(EXP) Expected Rating RR4
USD 500 mln bond/note LT B+(EXP) Expected Rating RR4
LASERSHIP INC: S&P Alters Outlook to Negative, Affirms 'CCC+' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on LaserShip Inc.'s (d/b/a
OnTrac) to negative from stable and affirmed its 'CCC+' issuer
credit rating.
At the same time, S&P affirmed its 'CCC+' issue-level rating on
OnTrac's senior secured first-lien debt and its 'CCC-' issue-level
rating on its senior secured second-lien debt.
The negative outlook reflects S&P's belief that the company's
continued free cash flow deficits will render it vulnerable to a
liquidity shortfall, which could lead to a payment default or cause
management to consider undertaking a distressed restructuring in
the near term.
OnTrac's greater-than-expected free cash flow deficits will lead it
to rely more heavily on its revolving credit facility, constraining
its liquidity. S&P said, "Amid the company's softer volumes and
somewhat elevated cost structure, we anticipate it will generate a
reported free cash flow deficits of about $115 million in fiscal
year 2024 and about $95 million in fiscal year 2025. We believe
OnTrac will use its revolving credit facility, coupled with an
additional $10 million-$15 million utilization (based on
availability) of its securitization facility, to support its
operations until its free cash flow generation turns positive. We
also expect the company will raise about $20 million-$25 million of
additional equipment financing debt to fund its capital expenditure
(capex), as it did during the second quarter of 2024. However, we
estimate OnTrac's revolving credit facility will be almost fully
utilized by the second quarter of 2025, which will further
constrain its liquidity and increase the likelihood of a potential
payment default. If the company is unable to reduce its cash flow
shortfalls to provide it with greater revolver availability, we
will likely lower our ratings."
Expected volume declines in 2024 and management's recent expansion
efforts will likely contribute to declines in the company's revenue
and EBITDA. OnTrac's operating costs increased as it expanded its
capacity and entered newer geographies over the past two years.
Amid softer market conditions and increased competitive intensity
from its larger competitors, the company lost about 9.3% of its
package volumes during the second quarter of 2024 on a
year-over-year basis. However, the costs to automate its existing
facilities, as well as the increase in its cost base from the
opening of its new facilities (aligned for higher levels of
throughput)--combined with the decline in its volumes--led to a
sharp deterioration in OnTrac's EBITDA in the second quarter of
2024, which declined by $34 million or 600 basis points (bps). S&P
said, "We now expect the company will report a low- to mid-single
digit percent decline in its volumes in 2024 amid tougher
comparisons with the previous year, when it reported strong volume
gains as it endeavored to fill its expanded capacities. We now
believe OnTrac's 2025 volumes will rise by the low single digit
percent area, albeit on a lower base, but still fall short of its
2023 levels."
Amid its weakening volumes, we expect the company will improve its
revenue per piece (RPP) only by about 1%-2% in 2024 and 2025. That
said, the reduction in OnTrac's volumes and its relatively softer
price growth will likely be insufficient to offset its increased
costs, which likely lead its EBITDA margins to contract by about
180 bps–200 bps for 2024. S&P said, "We expect management's
cost-containment initiatives, coupled with the modest increase in
its volumes, will support a 140 bps-150 bps improvement in its
margin in 2025, though from a significantly lower base relative to
2023. OnTrac's weaker profitability will significantly affected its
reported free cash flow, which we now estimate will remain
substantially negative through 2025."
OnTrac's expansion strategy entails substantial costs.Since east
coast-based LaserShip acquired west coast-based OnTrac's operations
in 2021 to achieve a national footprint, the company has spent more
than $125 million on its growth initiatives. OnTrac has since
expanded its sortation capacity by opening new sites, modernized
its existing sites with new equipment, broadened its geographic
reach through its trans-continental offerings, and entered into the
Texas and Midwest markets. These initiatives are now largely
complete and the company's doesn't have any major expansion
projects currently underway. However, as it endeavored to quickly
fill its increased capacities, OnTrac offered promotional pricing
to its customers that has negatively affected its blended revenue
per piece (RPP), which has failed to keep pace with its
inflationary cost pressures and declined by about 5% in 2023.
Nonetheless, the increase in the company's fixed costs associated
with operating a bigger network more than offset the sharp rise in
its volumes from new customers in 2023, though this somewhat masks
the softness in its same-store volumes. As the expansion in
OnTrac's volumes from new customers and geographies tapered in the
second quarter of 2024, attrition at its legacy customers--stemming
from a rather challenging macroeconomic environment--led to an
overall decline in its volumes. S&P said, "We now expect market
conditions will make it challenging for the company to sustain its
current volumes. We also expect OnTrac's ability to material
increase its prices will be constrained by tough competition as it
strives to minimize further volume declines to avoid capacity
underutilization."
S&P said, "The negative outlook reflects our belief that the
company's continued free cash flow deficits will render it
vulnerable to a liquidity shortfall, which could lead to a payment
default or cause management to consider undertaking a distressed
restructuring in the near term.
"We could lower our ratings on OnTrac if we believe it will default
or enter into a distressed exchange offer over the next 12 months
absent an unforeseen positive development, likely due to a
liquidity crisis." This could occur if:
-- The availability under its revolving credit facility becomes
restricted, either through a covenant violation or
larger-than-expected draw; or
-- Weaker consumer demand or unexpected operational issues lead to
lower volumes, resulting in a larger cash flow shortfall.
S&P said, "We could revise our outlook on OnTrac to stable over the
next 12 months if it improves its liquidity position beyond our
current expectations such that it sufficiently mitigates our
concerns around a potential liquidity crisis. Under this scenario,
we would expect the company to have greater access to its revolver,
most likely due to a lower-than-expected cash flow deficit."
LILYDALE PROGRESSIVE: Janice Seyedin Named Subchapter V Trustee
---------------------------------------------------------------
The U.S. Trustee for Region 11 appointed Janice Seyedin as
Subchapter V trustee for Lilydale Progressive Missionary Baptist
Church.
Ms. Seyedin will be paid an hourly fee of $295 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Seyedin declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
About Lilydale Progressive Missionary
Lilydale Progressive Missionary Baptist Church sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case
No. 24-12502) on August 26, 2024, with $500,001 to $1 million in
assets and $100,001 to $500,000 in liabilities.
Judge Janet S. Baer presides over the case.
William E. Jamison, Jr., Esq., at the Law Office William E. Jamison
& Associates represents the Debtor as bankruptcy counsel.
LL FLOORING: Unable to Find Buyer, to Pursue Liquidation
--------------------------------------------------------
Ilya Banares of Bloomberg News reports that LL Flooring filed a
court notice on its intent to pursue liquidation. LL Flooring said
it was unable to reach a stalking horse agreement despite
"extensive efforts and negotiations with multiple bidders to pursue
a going-concern sale," according to a filing.
About LL Flooring Holdings
LL Flooring Holdings, Inc. is a specialty retailer of flooring. The
company carries a wide range of hard-surface floors and carpets in
a range of styles and designs, and primarily sells to consumers or
flooring-focused professionals.
LL Flooring and four of its affiliates sought relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11680)
on August 11, 2024. In the petitions signed by Holly Etlin as chief
restructuring officer, LL Flooring disclosed total assets of
$501,117,025 and total debt of $416,298,035 as of July 31, 2024.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as
counsel. Houlihan Lokey Capital Inc. serves as the Debtors'
investment banker, AlixPartners LLP acts as the Debtors' financial
advisor, and Stretto, Inc., acts as the Debtors' claims and
noticing agent.
MANCHESTER HOUSING: Moody's Ups Rating on 2000 Bonds From Ba1
-------------------------------------------------------------
Moody's Ratings has upgraded the City of Manchester, NH's Series
2000 revenue bonds issued by the Manchester Housing and
Redevelopment Authority to Baa1 from Ba1. Moody's maintain the
city's Aa3 issuer rating and Aa3 rating on the city's outstanding
general obligation unlimited tax bonds. The city has about $36
million in special tax revenue bonds outstanding.
The upgrade to Baa1 concludes a review for possible upgrade
initiated on July 24, 2024, in conjunction with an update to the US
Cities and Counties Methodology. The outlook is stable.
RATINGS RATIONALE
The Baa1 rating is four notches below the city's Aa3 issuer rating.
The downward notching incorporates the meals and room tax pledge
that is considered a somewhat broad tax revenue pledge with a
history of volatile tax revenue allocations from the state despite
the relatively stable trend in statewide revenue collections. Given
the state's distribution history the rating reflects the potential
for future disruption of the pledged revenues by the state. The
reduction in prior years resulted in the pledged revenues
appropriated by the city being less than 1 times debt service
coverage in 2010-2015, though allocations have consistently grown
over the last three years, providing 2 times coverage in 2023.
Collections remain strong year-to-date in 2024 and no significant
change in the allocation is expected.
The pledge is also contingent upon the city's annual appropriation
for a less essential asset (civic center). While the city did
continue to appropriate all funds despite the shortfalls, there was
no additional support offered and the debt service reserve fund
(DRSF) was used to meet debt service payments. The rating also
considers a cash funded DSRF recently replenished and equal to
maximum annual debt service that mitigates the historic volatility
that resulted in annual draws on the DSRF in 2010 through 2015.
RATING OUTLOOK
The stable outlook reflects the stable outlook on the city.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING
-- Upgrade of the city's issuer rating
-- Explicit strengthening of parental support by the city
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING
-- Downgrade of the city's issuer rating
-- Material disruption in the distribution of pledged revenues
resulting in significantly weakened coverage or draws on the DSRF
LEGAL SECURITY
The bonds are secured solely by the City of Manchester's allocation
of state meals and rooms taxes received in excess of $454,927. The
meals and rooms tax is a statewide 8.5% levy on prepared meals and
rooms that is remitted monthly to the New Hampshire Department of
Revenue. The state distributes a portion of the tax to cities and
towns annually in December based on their proportionate share of
state population.
PROFILE
Manchester is located on the Merrimack River in south central New
Hampshire (Aa1 stable) approximately 58 miles north of Boston, MA
(Aaa stable). The city has a population of around 115,644 and
occupies a land area of 33 square miles. The city provides general
government services including public safety, transportation and
public works and health, human and social services. City
enterprises include water and wastewater utilities and Aviation
(Manchester (City of) NH Airport Enterprise, Baa2 stable). The
Manchester School District is a component unit of the city.
In 2000 the Manchester Housing and Redevelopment Authority issued
the bonds on behalf of the city to fund a 12,000-seat arena,
secured by state meals and room tax distributions passed through
the City of Manchester via appropriation. The city's annual
comprehensive financial report does include a civic center special
revenue fund that is aggregated in the non-major governmental fund
and excess meals and rooms taxes flow to the general fund.
METHODOLOGY
The principal methodology used in this rating was US Cities and
Counties published in July 2024.
MARQUEZ CONSTRUCTION: Hires Miranda & Maldonado PC as Counsel
-------------------------------------------------------------
Marquez Construction and Maintenance, LLC seeks approval from the
U.S. Bankruptcy Court for the Western District of Texas to hire
Miranda & Maldonado, P.C. as counsel.
The firm's services include:
(a) provide legal advice to the Debtor with respect to its
powers and duties in the continued operation and management of its
business;
(b) attend the Initial Debtor Conference and Sec. 341 Meeting
of Creditors;
(c) prepare necessary legal papers;
(d) review prepetition executory contracts, and unexpired
leases entered by the Debtor and to determine which should be
assumed or rejected;
(e) assist the Debtor in the preparation of a disclosure
statement, the negotiation of a plan of reorganization with the
creditors in its case, and any amendments thereto, and seek
confirmation of the plan of reorganization; and
(f) perform all other legal services for the Debtor which may
become necessary to effectuate a reorganization of the bankruptcy
estate.
The firm will be paid at these rates:
Carlos A. Miranda, Esq. $375 per hour
Carlos G. Maldonado, Esq. $350 per hour
Legal Assistant $150 per hour
In addition, the firm will be reimbursed for reasonable
out-of-pocket expenses incurred.
The firm received retainer in the amount of $25,000.
Carlos Miranda, Esq., an attorney at Miranda & Maldonado, 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:
Carlos A. Miranda, Esq.
Carlos G. Maldonado, Esq.
Miranda & Maldonado, PC
5915 Silver Springs, Bldg. 7
El Paso, TX 79912
Telephone: (915) 587-5000
Facsimile: (915) 587-5001
Email: cmiranda@eptxlawyers.com
cmaldonado@eptxlawyers.com
About Marquez Construction and Maintenance, LLC
Marquez Construction offers pipeline services encompassing
gathering systems, well connects, meter stations, pump stations,
launchers, receivers and block valves.
Marquez Construction and Maintenance, LLC filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
W.D. Tex. Case No. 24-31042) on August 28, 2024, listing up to
$50,000 in assets and $1 million to $10 million in liabilities. The
petition was signed by Angel Marquez, owner.
Carlos Miranda, Esq. at MIRANDA & MALDONADO, PC represents the
Debtor as counsel.
MAUDE'S ALABAMA: Kimberly Ross Clayson Named Subchapter V Trustee
-----------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Kimberly Ross
Clayson, Esq., as Subchapter V trustee for Maude's Alabama BBQ,
LLC.
Ms. Clayson, an attorney at Taft Stettinius & Hollister, LLP, 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. Clayson declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Kimberly Ross Clayson, Esq.
Taft Stettinius & Hollister, LLP
27777 Franklin Rd., Ste. 2500
Southfield, MI 48034
Phone: (248) 727.1635
Email: kclayson@taftlaw.com
About Maude's Alabama BBQ
Maude's Alabama BBQ, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-31583) on
August 23, 2024, with $100,001 to $500,000 in both assets and
liabilities.
George E. Jacobs, Esq., at Bankruptcy Law Offices represents the
Debtor as counsel.
MDWERKS INC: Net Loss Widened to $764,115 in Fiscal Q2
------------------------------------------------------
MDwerks, Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $764,115 on $271,894 of revenue for the three months ended June
30, 2024, compared to a net loss of $69,752 with no reported
revenues for the three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $1,066,504 on $956,554 of revenues, compared to a net loss
of $111,203 with no reported revenues for the same period in 2023.
It also reported negative cash flows from operations of $458,335
for the six months ended June 30, 2024, and an accumulated deficit
of $1,805,892 as of June 30, 2024.
As of June 30, 2024, the Company had $3,118,039 in total assets,
$2,619,326 in total liabilities, and $498,713 million in total
stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/muuyrvby
About MDWerks Inc.
MDWerks, Inc. (OTC: MDWK) -- https://mdwerksinc.com/. -- is a
forward-thinking company that is leading the charge in the world of
sustainable technology. As a prominent provider of energy wave
technologies, MDWerks is committed to developing innovative
solutions that help businesses reduce their energy costs and drive
business value.
Going Concern
The Company cautioned in its Form 10-Q Report the quarter ended
March 31, 2024, that there is substantial doubt about its ability
to continue as a going concern. According to the Company, it had a
net loss of $302,389 and negative cash flows from operations of
$280,931 for the three months ended March 31, 2024, and an
accumulated deficit of $1,041,777 as of March 31, 2024. Although
management believes that it will be able to successfully execute a
business combination, which includes third-party financing and the
raising of capital to meet the Company's future liquidity needs,
there can be no assurances in this regard.
MDwerks believes that if it does not raise additional capital over
the next 12 months, it may be required to suspend or cease the
implementation of its business plans.
MEGA MATRIX: Posts $3.6 Million Net Loss in Fiscal Q2
-----------------------------------------------------
Mega Matrix Corp. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting net losses
of approximately $3.6 million and $1.6 million for the three months
ended June 30, 2024 and 2023, respectively. For the six months
ended June 30, 2024 and 2023, the Company reported net losses of
approximately $5.5 million and $2.8 million, respectively. In
addition, the Company had accumulated deficits of approximately
$21.7 million and $17.5 million as of June 30, 2024 and December
31, 2023, respectively. These conditions raised substantial doubt
about the Company's ability to continue as a going concern.
The Company's liquidity is based on its ability to generate cash
from operating activities and obtain financing from investors to
fund its general operations and capital expansion needs. The
Company's ability to continue as a going concern is dependent on
management's ability to successfully execute its business plan,
which includes increasing revenue while controlling operating cost
and expenses to generate positive operating cash flows and obtain
financing from outside sources.
As of June 30, 2024, the Company had working capital of
approximately $10.4 million, among which the Company held cash of
approximately $5.0 million and restricted cash of approximately
$7.0 million which were easily convertible into cash over the
market.
Given the financial condition of the Company and its operating
performance, the Company assesses current working capital is
sufficient to meet its obligations for the next 12 months from the
issuance date of this report. Accordingly, management continues to
prepare the Company's consolidated financial statements on going
concern basis
As of June 30, 2024, the Company had $23 million in total assets,
$5.7 million in total liabilities, and $17.3 million in total
equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/8fwtr6ex
About Mega Matrix
Palo Alto, Calif.-based Mega Matrix Corp. (NYSE AMEX: MPU) --
https://www.megamatrix.io/ -- is a holding company and operates
FlexTV, a short-video streaming platform and producer of short
dramas, through Yuder Pte, Ltd., an indirect majority-controlled
subsidiary of Mega Matrix.
Going Concern
The Company cautioned in its Form 10-Q Report for the quarter ended
March 31, 2024, that there is substantial doubt about its ability
to continue as a going concern. For the three months ended March
31, 2024, and 2023, the Company reported net losses of
approximately $1.9 million and $1.2 million, respectively. In
addition, the Company had accumulated deficits of approximately
$18.3 million and $17.5 million as of March 31, 2024, and December
31, 2023, respectively. These conditions raised substantial doubt
about the Company's ability to continue as a going concern.
The Company's liquidity is based on its ability to generate cash
from operating activities and obtain financing from investors to
fund its general operations and capital expansion needs. The
Company's ability to continue as a going concern is dependent on
management's ability to successfully execute its business plan,
which includes increasing revenue while controlling operating costs
and expenses to generate positive operating cash flows and obtain
financing from outside sources.
MESO NUMISMATICS: Posts $2.08MM Net Loss in Fiscal Q2
-----------------------------------------------------
Meso Numismatics, Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $2,076,620 on $793,329 of revenues for the three months ended
June 30, 2024, compared to a net loss of $2,030,223 on $361,359 of
revenues for the three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $4,037,640 on $1,610,363 of revenues, compared to a net
loss of $3,700,470 on $1,147,557 of revenues for the same period in
2023.
As of June 30, 2024, the Company had $3,050,085 in total assets,
$28,883,228 in total liabilities, and $25,833,143 in total
stockholders' deficit.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/5ck8tezb
About Meso Numismatics
Boca Raton, Fla.-based Meso Numismatics, Inc. is a regenerative
medicine company offering diverse products and services through its
wholly owned subsidiary Global Stem Cells Group. The Company
currently has a network of 26 clinics in 21 countries that carry
its banner, has its own clinic in Cancun, and is currently building
another one in Dubai. The Company distributes stem cells and other
regenerative-based cell lines and equipment internationally, and
also specializes in educating and training physicians in the area
of regenerative medicine.
Going Concern
The Company cautioned in its Form 10-Q Report for the quarter ended
March 31, 2024, that there is substantial doubt about its ability
to continue as a going concern. Meso Numismatics has incurred
losses since inception. For the three months ended March 31, 2024,
the Company recorded a net loss of $1,961,020, compared with a net
loss of $1,670,247 for the same period in 2023. This resulted in an
accumulated deficit of approximately $63,951,151 and a working
capital deficit of $23,688,329 as of March 31, 2024, and future
losses are anticipated.
The ability of the Company to continue its operations as a going
concern is dependent on management's plans, which include raising
capital through debt and/or equity markets with some additional
funding from other traditional financing sources, including term
notes, until such time that funds provided by operations are
sufficient to fund working capital requirements. The Company will
require additional funding to finance the growth of its current and
expected future operations, as well as achieve its strategic
objectives. There can be no assurance that financing will be
available in amounts or terms acceptable to the Company, if at all.
MESQUITE ENERGY: Apollo Seeks Reverse of Bankruptcy Ruling
----------------------------------------------------------
James Nani of Bloomberg Law reports that Apollo Global Management
and Fidelity Management & Research Co. pushed an appeals court
Tuesday, Sept. 3, 2024, to unwind a bankruptcy court ruling that
awarded them an only 30% stake of oil driller Mesquite Energy Inc.
and 70% to its unsecured creditors, according to Bloomberg Law.
A Houston bankruptcy court was wrong to decide that unsecured
creditors could have pursued a lawsuit and recovered $200 million
for "worthless" liens the estate had already recovered, Jones Day
partner and former US solicitor general Noel Francisco told a panel
of the US Court of Appeals for the Fifth Circuit.
About Mesquite Energy
Mesquite Energy, formerly Sanchez Energy Corporation and its
affiliates, -- https://sanchezenergycorp.com/ -- are independent
exploration and production companies focused on the acquisition and
development of U.S. onshore oil and natural gas resources. Sanchez
Energy is currently focused on the development of significant
resource potential from the Eagle Ford Shale in South Texas, and
holds other producing properties and undeveloped acreage,
including
in the Tuscaloosa Marine Shale (TMS) in Mississippi and Louisiana.
As of Dec. 31, 2018, the companies had approximately 325,000 net
acres of oil and natural gas properties with proved reserves of
approximately 380 million barrels of oil equivalent and interests
in approximately 2,400 gross producing wells.
Sanchez Energy and 10 affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-34508) on
Aug. 11, 2019. As of June 30, 2019, the companies disclosed
$2,159,915,332 in assets and $2,854,673,930 in liabilities. The
cases were assigned to Judge Marvin Isgur.
Sanchez tapped Akin Gump Strauss Hauer & Feld LLP and Jackson
Walker L.L.P. as bankruptcy counsel; Moelis & Company LLC as
financial advisor; Alvarez & Marsal North America LLC as
restructuring advisor; and Prime Clerk LLC as notice and claims
agent. The Official Committee of Unsecured Creditors tapped Milbank
LLP and Locke Lord LLP as its co-counsel.
Sanchez Energy emerged from Chapter 11 bankruptcy protection with a
new name: Mesquite Energy Inc., according to a June 30, 2020 press
release. The company's financial restructuring eliminated
substantially all of its $2.3 billion in debt.
METHANEX CORP: Moody's Puts 'Ba1' CFR on Review for Downgrade
-------------------------------------------------------------
Moody's Ratings placed Methanex Corporation's ratings on review for
downgrade, including the Ba1 corporate family rating, Ba1-PD
probability of default rating, (P)Ba1 senior unsecured shelf
rating, and Ba1 senior unsecured notes rating. The SGL-1
Speculative Grade Liquidity Rating (SGL) remains unchanged.
Previously, the outlook was stable.
The review follows the September 8, 2024 announcement that Methanex
has entered into an agreement to acquire OCI N.V.'s (Baa3, under
review for downgrade) global methanol business, including methanol
and ammonia operations based in Beaumont, Texas, idled capacity in
the Netherlands and 50% ownership in the Natgasoline LLC (B2
negative) joint venture with Proman USA through Consolidated Energy
Limited (B2 negative). Moody's expect the proposed $2.05 billion
transaction to be funded with about $1.15 billion of new debt and
around $450 million of rollover equity. The deal includes the
assumption of about $450 million of debt and leases from OCI and
Natgasoline.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
"The review for downgrade reflects elevated financial leverage post
acquisition which will reduce the company's resiliency to
operational or industry volatility," said Whitney Leavens, Moody's
Ratings analyst. "Historically inconsistent operating rates at the
acquired facilities contribute to execution risks," she added.
If the transaction closes based on the proposed terms and in
alignment with current assumptions, Moody's expect that a downgrade
of Methanex's ratings would be limited to one notch. The pace of
deleveraging will be dependent on a supportive price environment
and G3 production ramping up. Assuming steady prices during the
remainder of this year and a continued successful ramp up of G3,
Moody's forecast pro-forma leverage settling below 4x as of
year-end 2024, including the repayment of the $300 million notes
due December 2024. Post transaction, Moody's expect Methanex to
allocate free cash flow toward debt repayment. With the company's
reduced capital needs following the buildout of G3, Moody's
forecast strong free cash flow which will enable deleveraging in
most price environments. However, a higher debt load will weaken
Methanex's resiliency to industry or operational volatility, which
could also limit the company's financial flexibility post
transaction.
The review will focus on the final post-transaction asset base,
capital structure and Moody's assessment of execution risks,
macroeconomic conditions, cash generation and deleveraging capacity
at the time the deal closes. Moody's expect to conclude the review
once regulatory approvals are secured and the deal has closed,
potentially as early as Q1 2025. The purchase of OCI's 50% stake in
Natgasoline is subject to the resolution of an ongoing dispute
between OCI and Proman USA. Methanex will have the option of
proceeding with a smaller scope transaction if the final resolution
is unfavorable, which could result in lower pro-forma leverage.
Methanex Corporation, based in Vancouver, British Columbia, is the
one of the world's largest producers of methanol.
The principal methodology used in these ratings was Chemicals
published in October 2023.
METRO AIR: Michael Abelow Named Subchapter V Trustee
----------------------------------------------------
The Acting U.S. Trustee for Region 8 appointed Michael Abelow,
Esq., at Sherrard Roe Voigt & Harbison, PLC, as Subchapter V
trustee for Metro Air Services, Inc.
Mr. Abelow will be paid an hourly fee of $425 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Abelow declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Michael G. Abelow, Esq.
Sherrard Roe Voigt & Harbison, PLC
150 3rd Ave. South, Suite 1100
Nashville TN 37201
Phone: (615) 742-4532
Email: mabelow@srvhlaw.com
About Metro Air Services
Metro Air Services, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. M.D. Tenn. Case No.
24-03237) on August 23, 2024, with $100,001 to $500,000 in assets
and $1 million to $10 million in liabilities.
Judge Randal S. Mashburn presides over the case.
Henry E. Hildebrand, Esq., at Dunham Hildebrand Payne Waldron, PLLC
represents the Debtor as legal counsel.
MICHAEL KORS: Moody's Puts 'Ba1' CFR on Review Direction Uncertain
------------------------------------------------------------------
Moody's Ratings has changed for Michael Kors (USA), Inc. (Michael
Kors) the direction of the ratings under review (RUR) to uncertain
from review for upgrade, including its corporate family rating at
Ba1, its probability of default rating at Ba1-PD and its backed
senior unsecured global notes at Ba1 rating. Michael Kors'
speculative grade liquidity rating (SGL) SGL-3 remains unchanged.
The review was initiated on August 10, 2023 following Tapestry,
Inc.'s (Tapestry; Baa2 RUR) announced acquisition of Capri Holdings
Limited (Capri), the parent of Michael Kors for an all cash deal of
$8.5 billion.
The change in the direction of the review to uncertain reflects
Michael Kors' weakening credit metrics and underperformance as a
standalone entity which would result in downward ratings pressure
should the acquistion by Tapestry not close. The review direction
uncertain also reflects that while the litigation with the FTC
remains unresolved, there is a continued potential for a successful
completion of the acquisition by Tapestry which would lead to
upward movement in Michael Kors' ratings.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
The Federal Trade Commission (FTC) has filed a lawsuit in federal
court to block its transaction with Tapestry, citing
anti-competitive concerns, including its view that the combined
company would have a dominant market share in the accessible luxury
handbag market. Tapestry and Capri have stated that they remain
committed to the acquisition and are defending their case. The deal
has committed financing and is subject to customary closing
conditions and the receipt of regulatory approvals, which have all
been obtained except in the US.
Should US regulatory be obtained and the transaction is able to
close, the review will also consider combined company's long-term
financial strategy in the context of the improvement in business
profile of the combined entity, and the likely pace of deleveraging
post-closing as well as its commitment to suspending share
repurchases until it has reached Tapestry's 2.5x net leverage
target. In addition, Moody's will assess the execution and
integration risks associated with the acquisition, future operating
performance, growth and profitability of the combined company and
the amount and timing of synergies. The review will consider the
structure of the acquisition and what support Tapestry will provide
to any current rated debt obligations of Michael Kors that remain
outstanding. Moody's expect that any potential upgrade would be
limited to one notch upon conclusion of the review.
Should US regulatory not be obtained and the transaction is not
expected to close, the review will focus on Michael Kors'
standalone credit profile. Michael Kors has underperformed many of
its luxury peers. As a result of weakening profitability,
EBIT/Interest has fallen to 2.3x and debt/EBITDA has increased to
3.8x for the LTM ended June 2024. The company's liquidity remains
adequate and is supported by a newly acquired $450 million senior
unsecured 364 delay draw term loan (unrated) for the sole purpose
of refinancing its 4.0% senior unsecured notes due November 1,
2024.
In the absence of an expected transaction, ratings could be
downgraded to the extent organic sales growth and operating income
growth do not return to more stabilized levels or liquidity
deteriorates. Ratings could also be downgraded if financial
policies were to become more aggressive, such as debt repayment is
addressed well in advance. Quantitative metrics include debt/EBITDA
sustained above 3.5 times or EBIT/interest below 4.5 times. Moody's
expect that any potential downgrade of Michael Kors, in this
instance, would be limited to one notch.
Michael Kors (USA), Inc. is a wholly owned subsidiary of Capri
Holdings Limited, a global fashion luxury group. Its portfolio
consists of iconic brands, which include Michael Kors, Versace and
Jimmy Choo. Its brands cover the full spectrum of fashion luxury
categories including women's and men's accessories, footwear and
ready-to-wear as well as wearable technology, watches, jewelry,
eyewear and a full line of fragrance products. Revenue is about $5
billion for the twelve months ended June 29, 2024.
Headquartered in New York, NY, Tapestry, Inc. is a global designer
and marketer of premium handbags, accessories, footwear and apparel
under the Coach, Kate Spade and Stuart Weitzman brands. Coach brand
revenue was $5.1 billion for the fiscal year ended June 30, 2024,
generated through its stores, digital channels and wholesale
partners. Tapestry also owns the Kate Spade brand, with
approximately $1.3 billion in sales, and Stuart Weitzman, a luxury
footwear brand with $242 million in sales.
The principal methodology used in these ratings was Retail and
Apparel published in November 2023.
MIDWEST CHRISTIAN: Committee Taps Schmidt Basch as Local Counsel
----------------------------------------------------------------
The unsecured creditors committee of Midwest Christian Villages,
Inc. and its affiliates seeks approval from U.S. Bankruptcy Court
for the Eastern District of Missouri to hire Schmidt Basch, LLC as
its local counsel.
The firm's services include:
a. advising the Committee with respect to its rights and
obligations as a committee and regrading other matters of
bankruptcy law;
b. preparing and filing of any motions, objections or other
pleadings and documents that may be required in this proceeding;
c. representing the Committee at the meeting of creditors,
plan of reorganization, disclosure statement, confirmation and
related hearings, and any adjourned hearings thereof;
d. representing the Committee in adversary proceedings and
other contested bankruptcy matters; and
e. representing the Committee in the above matters, and any
other matter that may arise in connection with Debtors'
reorganization proceedings and their business operations.
The hourly rates for the lead attorneys and paralegals working on
this file are as follows:
Andrew R. Magdy, Partner $325
Amanda M. Basch, Partner $325
Nicki Hanna, Paralegal $150
Brittney Jacquot, Paralegal $150
As disclosed in the court filings, Schmidt Basch and its attorneys
are disinterested within the meaning of 11 U.S.C. Sec. 101(14) for
the purpose of representing the Committee in this Chapter 11
proceeding.
The firm can be reached through:
Andrew R. Magdy, Esq.
Amanda M. Basch, Esq.
SCHMIDT BASCH, LLC
1034 S. Brentwood Blvd., Ste. 1555
St. Louis, MO 63117
Telephone: (314) 721-9200
Facsimile: (913) 224-1622
Email: amagdy@schmidtbasch.com
abasch@schmidtbasch.com
About Midwest Christian Villages, Inc.
Midwest Christian Villages, Inc. operate a mix of independent,
assisted and skilled nursing campuses in 10 locations across the
Midwest, serving over 1,000 residents.
Midwest Christian Villages, Inc. and its affiliates filed their
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Mo. Lead Case No. 24-42473) on July 16, 2024,
listing $1 million to $10 million in assets and $10 million to $50
million in liabilities. The petitions were signed by Kate Bertram,
chief operating officer.
Judge Kathy Surratt-States presides over the case.
David A. Sosne, Esq. at SUMMERS COMPTON WELLS LLC represents the
Debtor as counsel.
MILESTONE SCIENTIFIC: Raises Going Concern Doubt
------------------------------------------------
Milestone Scientific Inc. disclosed in a Form 10-Q Report filed
with the U.S. Securities and Exchange Commission for the quarterly
period ended June 30, 2024, that there is substantial doubt about
its ability to continue as a going concern.
According to the Company, it has incurred total losses since
inception of $124.6 million. The operating losses were $1.8 million
and $3.2 million, for three and six months ended June 30, 2024. On
June 30, 2024, Milestone Scientific had cash and cash equivalents
of approximately $5.8 million and working capital of approximately
$7.7 million. For the six months ended June 30, 2024, and 2023, the
Company had cash flows used in operating activities of
approximately $0.4 million and $3.0 million respectively.
In April 2024, it received approximately $2 million, net of
expenses, from the sale of New Jersey net operating losses, that
were eligible for sale under the State of New Jersey's Economic
Development Authority's New Jersey Technology Business Tax
Certificate Transfer program.
Management has prepared financial forecasts covering a period of 12
months from the date of issuance of these financial statements.
These forecasts include several revenue and operating expense
assumptions which indicate that the Company's current cash and
liquidity is sufficient to finance the operating requirements for
at least the next 12 months from the filing date. Milestone
Scientific is actively pursuing the generation of positive cash
flows from operating activities through an increase in revenue from
its dental business worldwide, the generation of revenue from its
medical devices and disposables business in the United States and
worldwide, and a reduction in operating expenses. However, the
Company's continued operations will depend on its ability to raise
additional capital through various potential sources until it
achieves profitability, if ever.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/2d27y482
About Milestone Scientific
Roseland, N.J.-based Milestone Scientific Inc., a biomedical
technology research and development company, patents, designs,
develops, and commercializes diagnostic and therapeutic injection
technologies, and devices for medical, dental, and cosmetic use in
the United States, China, and internationally.
As of June 30, 2024, the Company had $12 million in total assets,
$4 million in total liabilities, and $8 million in total
stockholders' equity.
MONROE & KING: L. Todd Budgen Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Region 21 appointed L. Todd Budgen, Esq., a
practicing attorney in Longwood, Fla., as Subchapter V trustee for
Monroe & King, P.A.
Mr. Budgen will be paid an hourly fee of $400 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Budgen declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
L. Todd Budgen, Esq.
P.O. Box 520546
Longwood, FL 32752
Tel: (407) 232-9118
Email: Todd@C11Trustee.com
About Monroe & King
Monroe & King, P.A., doing business as First Coast Criminal
Defense, is a law firm specializing in criminal law. The firm is
well-versed in a variety of criminal matters, including driving
under the influence of alcohol/drugs (DUI), drug crimes, federal
offenses, and domestic violence, among many others.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02526) on August 22,
2024, with $1 million to $10 million in both assets and
liabilities. D. Scott Monroe, director, signed the petition.
Judge Jason A. Burgess presides over the case.
Amy M. Leitch, Esq., at Akerman, LLP represents the Debtor as legal
counsel.
MRSC CO ASPEN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: MRSC CO Aspen House, LLC
d/b/a Aspen House Equity LLC
d/b/a Aspen House Assisted Living and Memory Care
f/d/b/a MRSC CO Aspen House Master Tennant LLC
f/d/b/a Pamige LTD, Co.
2224 and 2212 East 11th Street
Loveland, CO 80537
Business Description: The Debtor offers assisted living and memory
care services.
Chapter 11 Petition Date: September 10, 2024
Court: United States Bankruptcy Court
District of Colorado
Case No.: 24-15323
Judge: Hon. Joseph G Rosania Jr
Debtor's Counsel: Jeffrey A. Weinman, Esq.
ALLEN VELLONE WOLF HELFRICH & FACTOR, P.C.
1600 Stout Street
1900
Denver, CO 80202
Tel: 303-534-4499
Email: jweinman@allen-vellone.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Kenneth Mannina, Athan Antonopoulos, and
Richard E. Scott a co-managers.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/HFT34SQ/MRSC_CO_ASPEN_HOUSE_LLC__cobke-24-15323__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Alan Mauldin Loan $10,000
All for Him
Investments
12320 Pepperidge Ave
Denton, TX 76207
2. Chambers Plumbing $7,036
119 East 5th Street
Loveland, CO 80537
3. City of Loveland $9,144
Utility Billing
Customer Service
500 E 3rd St Suite 100
Loveland, CO 80537
4. Flapancardo Limited Loan $10,500
Partnership
Darrel Brady
5. Harish Sharma Loan $25,000
Mr Harris 2014
Living Trust
637 Moss Way
Hayward, CA 94541
6. Jeff and Amy Loan $30,000
Squires Family Trust
Jeff Squires
1065 N Red Ash Way
Star, ID 83669
7. Joseph Brookman Loan $4,500
14797 Presilla Drive
Jamul, CA 91935
8. Kenneth Mannina Loan $5,000
1523 Montalban Drive
San Jose, CA 95120
9. Michael Davidson Loan $7,500
2488 Tree House Drive
Woodbridge, VA 22192
10. Pacific Office Automation $4,997
6555 Kenton St
Suite 310
Englewood, CO 80111
11. Pensco Trust Loan $10,000
Company Custodian
Athan Antonopoulos
1872 Homestead Rd
Santa Clara, CA 95050
12. Preston Investments, LLC Loan $10,000
Rachel Preston
16276 S Redland Rd
Oregon City, OR
97045
13. Serge Ourusoff Living Trust Loan $15,750
Serge Ourusoff
8529 Fleet Landing Blvd.
Atlantic Beach, FL
32233
14. Susan F. Shultz Loan $10,000
Board Institute
4350 Camelback
Road Suite B200
Phoenix, AZ 85018
15. The Buckner Company $16,977
6550 Millrock Drive
#300
Salt Lake City, UT
84121
16. The Elmer & Loan $20,000
Barbara Whittaker
Intervivios Trust
Jill F. Sorenson
14194 W 88th Dr.
Unit C
Arvada, CO 80005
17. The Family Trust of Loan $25,000
Kenneth M and Katherine T Carvalho
Kenny Carvalho
280 River Street
Boulder Creek, CA
95006
18. The John Phillip Loan $85,000
Becker Revocable
Living Trust
John Becker
19. The Matthew A Loan $5,000
Vanhorn Rev. Trust
Matthew Vanhorn
3724 E 116th St South
Tulsa, OK 74137
20. US Foods, Inc. $12,371
5820 Piper Dr
Loveland, CO 80538
NIRVANA INVESTMENT: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Nirvana Investment Group, LLC
5441 Country Club Parkway
San Jose, CA 95138
Business Description: Nirvana Investment is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: September 10, 2024
Court: United States Bankruptcy Court
Northern District of California
Case No.: 24-51384
Judge: Hon. M Elaine Hammond
Debtor's Counsel: Lewis Phon, Esq.
LAW OFFICE OF LEWIS PHON
4040 Heaton Court, Antioch, CA 94509
Tel: 925-470-8551
Email: lewisphon22@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Michael Luu as managing member.
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/63GSI2A/Nirvana_Investment_Group_LLC__canbke-24-51384__0001.0.pdf?mcid=tGE4TAMA
NORWICH ROMAN: Committee Hires Verdolino & Lowey as Accountant
--------------------------------------------------------------
The official committee of unsecured creditors of The Norwich Roman
Catholic Diocesan Corporation filed an amended application seeking
approval from the U.S. Bankruptcy Court for the District of
Connecticut to employ Verdolino & Lowey, P.C. as financial advisors
and accountants.
The firm's services include:
a. assisting the Committee to confirm a plan of
reorganization, including conducting best interest test analysis
(i.e., liquidation analysis) pursuant to 11 U.S.C. Sec. 1129(a)(7)
and feasibility analyses pursuant to 11 U.S.C. Sec. 1129(a)(11);
b. providing expert reports as necessary for plan confirmation
including for the best interest test and feasibility analyses;
c. providing expert testimony in any proceeding in the
Bankruptcy Case, including testimony concerning the best interest
test and feasibility;
d. providing financial advisory and accounting services and
expert testimony with respect to any issues raised by a competing
plan of reorganization proposed by the Debtor or any other party in
interest;
e. reviewing and analyzing the Debtor's financial affairs and
transactions, as requested, including to evaluate potential causes
of action such a fraudulent transfers, preferences, unauthorized
post-petition transfers and to determine property of the estate;
f. assisting with tax planning for any post-confirmation
trust that is established pursuant to a confirmed plan of
reorganization;
g. participating in certain meetings of the Committee and
otherwise advising the Committee on financial or tax matters
related to the Bankruptcy Case;
h. general consulting and assistance with any other matter
and/or tasks that may arise, and as may be directed by the
Committee consistent with the services customarily provided by a
financial advisor and accountant to an official committee of
unsecured creditors in a bankruptcy case under Chapter 11.
Effective Sep 1, 2024, the firm's hourly rates are as follows:
Keith D. Lowey, CPA $565
Craig R. Jalbert, CIRA $565
Matthew R. Flynn, CPA $435
Other professionals $95 to $565
Verdolino & Lowey has agreed to a Fee Cap of $50,000.
Keith Lowey, CPA, a principal of Verdolino & Lowey, disclosed in a
court filing that the firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Keith D. Lowey, CPA
Verdolino & Lowey, P.C.
124 Washington Street, Suite 101
Foxboro, MA 02035
Telephone: (508) 543-1720
Facsimile: (508) 543-4114
Email: klowey@vlpc.com
About The Norwich Roman Catholic
Diocesan Corporation
The Norwich Roman Catholic Diocesan Corporation is a nonprofit
corporation that gives endowments to parishes, schools, and other
organizations in the Diocese of Norwich, a Latin Church
ecclesiastical territory or diocese of the Catholic Church in
Connecticut and a small part of New York.
The Norwich Roman Catholic Diocesan Corporation sought Chapter 11
protection (Bankr. D. Conn. Case No. 21-20687) on July 15, 2021.
The Debtor estimated $10 million to $50 million in assets against
liabilities of more than $50 million. Judge James J. Tancredi
oversees the case.
The Debtor tapped Ice Miller, LLP, Robinson & Cole, LLP and Gellert
Scali Busenkell & Brown, LLC as bankruptcy counsel, Connecticut
counsel and special counsel, respectively. Epiq Corporate
Restructuring, LLC is the claims and noticing agent.
On July 29, 2021, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors in the Chapter 11 case.
The committee tapped Zeisler & Zeisler, PC as its legal counsel.
ORYX OILFIELD: U.S. Trustee Appoints Creditors' Committee
---------------------------------------------------------
The U.S. Trustee for Region 6 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of Oryx
Oilfield Services, LLC and its affiliates.
The committee members are:
1. William Walters-Interim Chairperson
Accel Fusion, LLC
2821 E. Pearl St.
Odessa, TX 79761
(701) 260-6489
bill@accelfusion.com
2. Scott Bane
Bane Machinery of Fort Worth LP
10505 N. Freeway
Fort Worth, TX 76177
(214) 352-2468
sbane@banemachinery.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Oryx Oilfield Services
Oryx Oilfield Services, LLC is an oil and gas construction company
working in shale plays throughout Texas. It fabricates pressure
vessels, inter-connecting piping for modular builds,
launchers and receivers, spools, supports, industrial grade
platforms and ladders.
Oryx sought relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. E.D. Texas Lead Case No. 24-41618) on July 12, 2024, with
total assets of $1 million to $10 million and total liabilities of
$50 million to $100 million.
Judge Brenda T. Rhoades oversees the cases.
The Debtor is represented by the Law Offices of Frank J. Wright,
PLLC.
PANOCHE ENERGY: Moody's Hikes Rating on Senior Secured Debt to Ba2
------------------------------------------------------------------
Moody's Ratings has upgraded the senior secured debt rating of
Panoche Energy Center, LLC ("PEC" or "Project") to Ba2 from Ba3.
The rating outlook has been revised to stable from positive.
RATINGS RATIONALE
The rating action considers the Project's improving plant
operations, improved liquidity management including its increased
flexibility to meet emissions compliance requirements pursuant to
California's AB-32 Greenhouse Gas (GHG) cap and trade program, and
further acknowledges the continued strong Sponsor support for the
Project. The rating action also acknowledges the improving credit
quality of Pacific Gas & Electric Company ("PG&E"), a subsidiary of
PG&E Corporation (CFR: Ba1, positive) as the off taker and the sole
source of the Project's cash flow and revenues. PEC's cash flows
are anchored by its long term power sales agreement with PG&E
through 2029, under which PG&E is required to provide natural gas
to the Project and make seasonally adjusted capacity payments based
on availability thresholds and pay fixed O&M payments. The
Project serves as an important intermediate peaking power
generating unit serving PG&E's reliability needs.
The rating considers PEC's improved ability to manage through its
ongoing requirements to procure carbon emissions allowances, which
had previously strained PEC's cash flows and liquidity and
constrained the rating. In recent years, the Project has
experienced higher than expected dispatch levels with capacity
factors closer to 20% reflective of an intermediate load plant and
requiring the need to procure higher levels of GHG emissions
allowances pursuant to California's AB-32 GHG cap and trade
program. However, PEC has accumulated a significant balance of
carbon emissions allowances based on a combination of prior
purchases and including a sizable contribution of carbon emissions
allowances to the Project by the Sponsor. This effort has enabled
PEC build a substantial buffer with respect to meeting its future
carbon emissions obligations at least through the 2024 and 2027 GHG
emissions compliance settlement periods.
That said, the rating remains constrained by the potential for the
Project to experience operational issues given the age of its
combustion turbine (CT) units as evidenced by recent outages. All
four of PEC's CT units experiencing prolonged successive outages
during 2023 and into the first quarter of 2024. All four CT units
are now fully operational. However, the lagging impact of these
outages resulted in straining the Project's cash flows during the
first half of 2024, which led to the Project having to draw on its
$5.5 million Availability Reserve LC in February 2024 to manage
liquidity. The rating action balances the 2023 and 2024 outages
with the fact that all four CT units are now fully operational.
The rating upgrade considers the Project's credit metrics, with the
cash flow debt service coverage ratio (DSCR) reaching 1.4x in FY
2023, up from 1.23x during FY 2022, and 1.19x in FY 2021. That
said, Moody's note that PEC's DSCR during FY 2023 was closer to
nearly 1.0x when adjusted for the receipt of one time insurance
proceeds owing to the operational issues at the CT units and when
factoring GHG emissions expenses incurred but not settled. Moody's
anticipate PEC's DSCR to stabilize in the coming years at around
1.25x or higher, although 2024 full year operating results will
also be adversely impacted by the CT Unit-2 forced outage that
continued through to the 1st quarter of 2024. The rating is aided
by the strong liquidity and increased cash flow flexibility
stemming from the accumulated GHG emissions allowances on the
Project's balance sheet, the Project's six month debt service
reserve and the availability reserve, which are backed by letters
of credit, and by actions by the Sponsor to provide capital
contributions in the recent past, indicating the value that they
and the market places on PEC.
OUTLOOK
The stable outlook reflects Moody's expecation expectation of
stable cash flows and credit metrics and incorporates Moody's
expectation that the Project could achieve a DSCR close to 1.25 or
higher over the medium term. The stable outlook also reflects the
improved liquidity position of the Project aided by the accumulated
carbon allowance balance to meet future emissions obligations
during upcoming 2024 and 2027 compliance settlement periods.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
FACTORS THAT COULD LEAD TO AN UPGRADE
-- The rating could be upgraded if the Project demonstrates a
consistent improvement in its financial metrics such that the
Project's DSCR exceeds 1.35x on a sustained basis and continues to
demonstrate an ability to consistently manage its carbon allowance
obligations in the coming years without straining its liquidity.
FACTORS THAT COULD LEAD TO A DOWNGRADE
-- The rating could be downgraded if the project's operating
performance weakens on a sustained basis causing financial metrics
and project level liquidity to weaken below 1.20x on a sustained
basis.
-- The rating could be downgraded if there is a substantial
increase in GHG emission compliance prices in combination with the
project being dispatched at capacity factors substantially higher
than expected, resulting in substantially higher emissions related
operating costs in excess of currently accumulated carbon allowance
balance and legacy contract (LC) allowances.
-- While not anticipated, the rating could be downgraded should
there be a material and sudden deterioration in the credit quality
of PG&E, the sole source of revenues and cash flow for the
Project.
PROFILE
Panoche Energy Center, LLC (PEC) owns an approximate 417 MW natural
gas-fired generating facility (Panoche) which operates primarily as
an intermediate and peaking generation power plant. Panoche is a
simple cycle natural gas fired power plant consisting of four GE
LMS100 turbine units and is located 50 miles west of the City of
Fresno in Firebaugh, California. The plant has been operating since
2009. PEC is owned by Ares Energy Investors Fund V, L.P. (Sponsor)
and managed by Ares Infrastructure Opportunities (AIO).
The principal methodology used in this rating was Power Generation
Projects published in June 2023.
PG&E CORP: Fitch Rates Jr. Subordinated Notes Due 2055 'BB-'
------------------------------------------------------------
Fitch Ratings has assigned a 'BB-'/'RR6' instrument rating to PG&E
Corporation's (PCG) fixed-to-fixed reset rate junior subordinated
notes (JSN) due 2055.
The notes are PCG's unsecured obligations and will rank junior and
subordinate in right of payment to the prior payment in full of the
company's existing and future senior indebtedness. The JSNs qualify
under Fitch's criteria for 50% equity credit. Proceeds from the
debt offering will be used to prepay loans under PCG's term loan
facility. The term loan facility matures on June 23, 2025. As of
June 30, 2024, there was $500 million borrowed under the term loan
facility.
PCG's core operating subsidiary is Pacific Gas and Electric Company
(PG&E; BB+/Positive). PCG's Issuer Default Rating is 'BB+' with a
Positive Outlook.
Key Rating Drivers
Wildfires Remain Key Challenge: Wildfire risk, safety culture and
reputational issues are the chief hurdles to higher credit ratings
for PCG. PG&E has shown improved wildfire resilience with
significant reductions in post-2018 utility-linked wildfire
activity, despite the extensive damage caused by the 2021 Dixie
Fire. The California Department of Forestry and Fire Safety reports
that YTD24 wildfires and acres burned are higher compared to YTD23
and the five-year average. However, no significant wildfires
involving PG&E equipment have been reported YTD24.
Potential Rating Impacts: An upgrade for PCG would depend on the
California Public Utilities Commission's (CPUC) application and
interpretation of AB 1054 regarding prudence and other matters, as
well as effective wildfire risk management. Continued improvement
in wildfire resilience and safety culture, along with a
credit-supportive application of AB 1054, could result in future
positive credit rating actions for PCG within 12 to 18 months.
Conversely, outsized wildfire-related third-party liabilities
and/or inability to reform safety practices resulting in CPUC
disallowances and AB 1054 wildfire fund reimbursements would
adversely affect PCG's creditworthiness.
Credit-Supportive Developments: The significant decline in
wildfires linked to PG&E equipment and related liabilities during
2019-2023 compared with 2017-2018 is a key positive development
supporting PCG's ratings and the Positive Outlook. Fitch believes
these gains have been achieved, in large part, by ongoing
management efforts to reduce wildfire risk and improve overall
safety performance and corporate culture. In addition to better
physical risk management, the ratings and Positive Outlook also
reflect a supportive regulatory/legislative environment in
California in recent years.
Legislative Protections: The AB 1054 insurance wildfire fund
provides a $21 billion liquidity source to buffer PG&E and the
other participating investor-owned utilities (IOUs) from liquidity
and funding challenges associated with large firestorm-related
liabilities. The legislation also authorized a wildfire mitigation
certification process to support IOU efforts to enhance resiliency
with a clear prudence standard, a cap on potential disallowed
wildfire liabilities and securitization of certain wildfire costs.
AB 1054 Drawdowns Likely: Based on PG&E's estimated Dixie-related
third-party liabilities, eligible PG&E AB 1054 Wildfire Insurance
claims would approximate $600 million. Fitch expects PG&E will file
claims with the AB 1054 Wildfire Fund administrator beginning later
this year. Future increases to the $1.6 billion reserve booked by
PG&E for the Dixie Fire are possible and would likely increase the
utility's drawdown from the AB 1054 Wildfire Fund. In this
scenario, Fitch believes access to the fund as authorized under AB
1054 would be facilitated by the fund administrator in a timely
manner.
FFO Leverage: Fitch in its rating case estimates 2024 and 2025 FFO
leverage for PCG will improve to 5.3x and 4.5x, respectively, from
6.8x in 2023. Fitch's FFO leverage estimate for PCG in 2025 is
stronger than its 5.0x upgrade sensitivity. Continued strong
wildfire safety performance in the face of challenging wildfire
conditions in 2024 could result in future rating upgrades.
Parent-only debt is relatively manageable, representing just 9% of
consolidated debt at the end of 2Q24, based on Fitch's
calculations.
Parent-Subsidiary Rating Linkage: Fitch analyzed the
parent-subsidiary relationship for PG&E and parent PCG and
determined that their IDRs are the same, based on the companies'
standalone credit profiles (SCPs). Parent-only debt at PCG is
relatively modest, and Fitch projects that PCG and PG&E's SCPs will
remain the same. PG&E accounts for virtually all of PCG's
consolidated earnings and cash flow.
Should PCG's and PG&E's SCPs diverge, Fitch would likely apply a
strong subsidiary approach under Fitch's parent-subsidiary linkage
criteria, reflecting PCG's dependence on cash flows from PG&E to
meet its obligations. In that scenario, legal ring fencing would be
deemed by Fitch to be porous and access and control open, resulting
in a maximum two-notch differential in parent-subsidiary IDRs.
Derivation Summary
PCG (BB+/Positive) and peer utility holding company Edison
International (EIX; BBB/Stable) are similarly positioned
single-utility holding companies operating in California. Sempra
(SRE; BBB+/Stable) and Xcel Energy (Xcel; BBB+/Negative) are more
diverse, multi-state utilities of similar size. PCG, EIX, SRE and
Xcel recorded 2023 EBITDA of $6.0 billion, $5.4 billion, $5.8
billion and $5.1 billion, respectively.
Virtually all of PCG's and EIX's earnings and cash flow are
attributable to their respective operating utilities, Pacific Gas
and Electric Company (PG&E; BB+/Positive) and Southern California
Edison Company (SCE; BBB/Stable). PCG peer Sempra (SRE;
BBB+/Stable) owns utility assets in California and Texas as well as
non-utility operations. Sempra's utility operations include
California-based San Diego Gas & Electric Company (SDG&E;
BBB+/Stable) and Southern California Gas Company (A/Stable). The
former is a combination gas and electric utility and the later one
of the largest gas distribution utilities in the U.S. Unlike PCG
and EIX, which derive virtually all of their EBITDA from regulated
operations, approximately 20% of Sempra's consolidated EBITDA is
derived from unregulated companies.
Xcel's four utility subsidiaries account for nearly all of its
consolidated EBITDA. Xcel is more diverse than PCG and EIX with
utility operations spanning Colorado Minnesota, New Mexico, Texas
and Wisconsin. Like PCG and EIX, Xcel has experienced significant
wildfire challenges, albeit with exposures likely to be smaller and
more manageable compared to the 2017-2018 fires that impacted PCG
and EIX. Earlier this year, Fitch revised Xcel's Outlook to
Negative from Stable. This reflected wildfire activity and
increased business model risk in Texas and Colorado at two of its
subsidiaries, which represent more than 50% of Xcel's consolidated
EBITDA.
Fitch believes catastrophic wildfire activity is a significant,
albeit more manageable, credit risk than it was in 2017 and 2018
for PCG and EIX due to the utilities' considerable investment and
effort to reduce wildfire risk and meaningful
legislative/regulatory support. Sempra has not experienced major
catastrophic wildfire activity since implementing state-of-the-art
wildfire mitigation plans at SDG&E following the 2007 Witch Fires.
Average FFO leverage of 4.7x for PCG during 2024-2026 compares
favorably with its higher rated peers. Fitch estimates leverage of
4.7x on average for EIX during 2024-2027, approximately 4.5x for
SRE over the coming five year period and 4.8x-5.2x for Xcel
2024-2028.
Key Assumptions
- Reflects the CPUC's final decision in PG&E's 2023 general rate
case;
- No wildfire imprudence disallowance is assumed in Fitch's
forecast;
- Timely access to the AB 1054 wildfire fund to recover wildfire
costs in excess of $1 billion;
- Total 2024-2028 capex averages more than $12 billion per annum;
- Incorporates CPUC authorized capital structure waiver and a
hypothetical 52% equity ratio for regulatory purposes;
- Assumes a 10.7% CPUC authorized ROE;
- Federal Energy Regulatory Commission (FERC) jurisdiction
transmission wildfire costs are fully recovered;
- Assumes a 10.45% FERC earned ROE;
- Rate base CAGR of 9.5% through 2028;
- Full recovery of deferred wildfire-related restoration and
prevention costs;
- Continued operation of the Diablo Canyon nuclear plant through
2030.
RATING SENSITIVITIES
Factors That Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- An upgrade of PG&E;
- Continuing improvement in catastrophic wildfire risk, the
company's safety culture and reputation along with consolidated PCG
FFO-leverage of better than 5.0x on a sustained basis.
Factors That Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A downgrade of PG&E;
- An unexpected, significant increase in parent-only debt;
- PCG FFO-leverage of worse than 5.5x on a sustained basis.
Liquidity and Debt Structure
Adequate Liquidity: Fitch believes PCG's consolidated liquidity is
adequate. As of June 30, 2024, PCG had access to revolving credit
facilities (RCFs) with total consolidated borrowing capacity of
$4.9 billion, composed of a $4.4 billion RCF at PG&E and a $500
million RCF at PCG. Additional liquidity is provided by the
utility's receivables securitization program.
Approximately $2,034 million was available under PCG's and PG&E's
credit facilities at June 30, 2024, net of $416 million of LOCs and
$2,450 million of utility borrowings outstanding. The utility also
had $1.5 billion of borrowings outstanding under its account
receivables securitization program. No borrowings were outstanding
under the corporate parent's $500 million RCF as of June 30, 2024.
PCG had cash and cash equivalents of $1,315 million on its balance
sheet at the end of 2Q24 on a consolidated basis, with roughly
$1,060 million of that residing at the utility and $255 million at
the corporate parent.
Like most utilities, PG&E is expected to be FCF negative based on
Fitch's assumptions and its large capex program. Negative FCF is a
function of high capex driven by spending to mitigate catastrophic
wildfire activity and meet California's GHG-reduction goals, which
are among the most aggressive in the nation. Fitch expects cash
shortfalls to be funded with a balanced mix of debt and equity,
with equity provided as appropriate by PCG. Fitch believes PCG's
debt maturities are manageable.
Issuer Profile
PG&E Corporation (PCG) is a utility holding company. Its core
operating utility, PG&E, provides combination electric and gas
utility service in a 70,000 square mile service territory in parts
of California and is one of the largest investor-owned utilities in
the U.S.
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
PCG and PG&E have ESG Relevance Scores of '4' for Customer Welfare
- Fair Messaging, Privacy & Data Security due to customer and other
constituent impacts associated with wildfire activity, which has a
negative impact on the companies' credit profiles and is relevant
to the rating in conjunction with other factors. The ESG RS
reflects Fitch's assessment of wildfire risks to creditworthiness
as being manageable within PG&E's current rating category.
PCG and PG&E have ESG Relevance Scores of '4' for Exposure to
Environmental Impacts due to the impact of extended cycles of
rain-drought-rain, high winds and dry ambient conditions on its
operations, which has a negative impact on the companies' credit
profiles and is relevant to the rating in conjunction with other
factors. The ESG RS reflects Fitch's assessment of wildfire risks
to creditworthiness as being manageable within PG&E's current
rating category.
PCG and PG&E have ESG Relevance Scores of '4' for Exposure to
Social Impacts due to customer and other constituent impacts
associated with wildfire activity, which has a negative impact on
the companies' credit profiles and is relevant to the rating in
conjunction with other factors. The ESG RS reflects Fitch's
assessment of wildfire risks to creditworthiness as being
manageable within PG&E's current rating category.
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
----------- ------ --------
PG&E Corporation
junior subordinated LT BB- New Rating RR6
PHCV4 HOMES: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: PHCV4 Homes, LLC
3000 Riverchase Galleria
Suite 1770
Birmingham, AL 35244
Business Description: PHCV4 Homes is part of the residential
building construction industry.
Chapter 11 Petition Date: September 10, 2024
Court: United States Bankruptcy Court
Northern District of Alabama
Case No.: 24-02751
Judge: Hon. Tamara O Mitchell
Debtor's Counsel: Frederick M. Garfield, Esq.
SPAIN & GILLON, LLC
505 North 20th Street
Suite 1200 The Financial Center
Birmingham, AL 35203
Tel: (205) 328-4100
Fax: (205) 324-8866
Email: fgarfield@spain-gillon.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Misty M. Glass as manager.
The Debtor indicated in the petition it has no creditors holding
unsecured claims.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/BPQIDIA/PHCV4_Homes_LLC__alnbke-24-02751__0001.0.pdf?mcid=tGE4TAMA
PHINIA INC: S&P Rates Proposed $400MM Senior Unsecured Notes 'BB'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '5'
recovery rating to PHINIA Inc.'s proposed $400 million senior
unsecured notes due 2032. The '5' recovery rating indicates its
expectation for average (10%-30%; rounded estimate: 20%) recovery
in the event of a payment default. The company will use the
proceeds from these notes to refinance its remaining $294 million
term loan A due 2028, fund transaction fees and expenses, and
return cash to the balance sheet. The transaction doesn't
materially affect credit metrics.
S&P said, "All of our existing ratings on the company are
unchanged, including our 'BB+' issuer credit rating. The stable
outlook reflects our expectation that PHINIA will maintain leverage
of below 1.5x and free operating cash flow (FOCF) to debt of more
than 25% over the next 12 months."
The company's performance has remained stable throughout 2024
despite headwinds in end-market volume production, even as the
European commercial vehicle and China light vehicle markets
impaired PHINIA's Fuel Systems business. Offsetting this weakness,
the company's aftermarket segment continued to grow due to market
share gains, stronger pricing, and favorable foreign exchange
impact. S&P said, "We anticipate revenues to be down
low-single-digit percent to flat in 2024 as vehicle production
softness is partially offset by the aftermarket business expanding,
conquest wins, and benefits from OEMs pivoting towards hybrids. We
forecast full-year 2024 EBITDA margins of 14%-14.5%, benefitting
from stronger aftermarket performance and productivity
initiatives."
The company recently revised its financial policy, increasing its
target net leverage to 1.5x from 1x. S&P said, "We believe this
reduces the company's credit metric cushion for potential
underperformance at this ratings level. We forecast the company's
S&P Global Ratings-adjusted leverage will be about 1.2x in 2024 and
could flex up to around 1.4x if it utilizes the cash proceeds from
the debt raise to repurchase shares. Given its new financial
policy, we anticipate PHINIA could ramp up the pace of its tuck-in
acquisitions or share repurchases primarily funded by free cash
flow. We don't forecast any significant debt-funded mergers and
acquisitions or share repurchases in our base-case forecast.
However, if the company becomes more aggressive with its
acquisitions or share repurchases such that leverage were to exceed
1.5x or FOCF to debt declined below 25% on a sustained basis, we
could reevaluate our ratings on the company."
PRIME CAPITAL: Receiver Loses Bid to Keep Chapter 11
----------------------------------------------------
In the case captioned as PAUL A. LEVINE, ESQ., as Permanent
Receiver over Prime Capital Ventures, LLC, PRIME CAPITAL VENTURES,
LLC, COMPASS-CHARLOTTE, 1031, LLC, and CHRISTIAN H. DRIBUSCH, ESQ.,
as Chapter 7 Trustee in the Matter of Kris Daniel Roglieri,
Appellants, vs. B AND R ACQUISITION PARTNERS, LLC and JHM LENDING
VENTURES, LLC, Appellees, Case No. 1:24-CV-939 (MAD) (N.D.N.Y.),
Judge Mae A. D'Agostino of the United States District Court for the
Northern District of New York denied the motion filed by Levine et
al. for a stay of the order dismissing Prime Capital Ventures,
LLC's Chapter 11 bankruptcy petition pending appeal. The stay
entered on July 31, 2024 is vacated.
Levine et al. seek to stay enforcement of an order of the
Bankruptcy Court entered on July 23, 2024, dismissing a Chapter 11
bankruptcy petition filed by the Receiver pending resolution of
their appeal. B and R Acquisition Partners, LLC and JHM Lending
Ventures, LLC opposed.
In November 2022, Prime and the Appellees entered into a Business
Expansion Line of Credit Agreement to fund an asset purchase
whereby Prime would fund the Appellees' credit line. The Appellees
transferred an interest credit account deposit in the amount of
$4.3 million to Prime on November 31, 2022. On August 24, 2023, the
Appellees initiated an arbitration proceeding against Prime and
Roglieri to obtain their ICA deposit of $4.3 million because Prime
never funded the loan.
On December 19, 2023, Compass, 526 Murfreesboro, LLC, and Newlight
Technologies, Inc., as other creditors of Prime, filed an
involuntary bankruptcy petition against Prime.
On May 14, 2024, Mr. Levine filed a Chapter 11 voluntary bankruptcy
petition on behalf of Prime. The Receiver listed numerous creditors
including Compass. On May 15, 2024, Roglieri converted his personal
bankruptcy from a Chapter 11 to a Chapter 7. The Chapter 7 Trustee
was appointed that same day.
On May 31, 2024, counsel for Prime, Pieter Van Tol, filed a motion
to dismiss the Receiver's filing of the voluntary bankruptcy
petition, arguing the Receiver lacked the authority to file it. On
the same day, the Chapter 7 trustee of Mr. Roglieri's bankruptcy
case filed a notice of withdrawal of the motion to dismiss.
On May 28, 2024, the Receiver filed a Declaration Under Penalty of
Perjury for NonIndividual Debtors in Prime's voluntary bankruptcy
proceeding. The Receiver listed Prime's total assets at
$61,564,495.10, total liabilities as $125,973,314.50, and the
Virginia Beach house as being valued at $3,750,000. On June 25,
2024, the Appellees filed a motion to dismiss the bankruptcy
petition filed by the Receiver. They argued the Receiver did not
have the authority to file the petition.
On July 23, 2024, the Bankruptcy Court granted the Appellees'
motion to dismiss the bankruptcy petition on the grounds that the
Receiver did not have the authority to bring the petition nor did
the Trustee have the authority to ratify the petition. Anticipating
an appeal of his decision, Bankruptcy Judge Robert E. Littlefield
addressed whether a stay would be appropriate pending appeal. He
concluded that a stay was not warranted because Levine et al. would
not suffer irreparable injury, the Appellees' rights would be
frustrated by a stay, Levine et al. do not have a likelihood of
success on appeal, and a stay would negatively impact public
interest.
Levine et al. have asked the District Court to stay the dismissal
order pending appeal. Levine et al. argue that there will be
irreparable harm to Prime's bankruptcy estate if a stay is not
issued because "[i]f the Court does not grant the requested stay,
the assets of the Debtor's estate may no longer be available to be
administered for the benefit of all creditors."
On the other hand, Levine et al. argue that the Appellees will not
be harmed because "other than the Appellees' lien and a notice of
pendency filed by the Receiver, the Virginia Beach House is
unencumbered, so entry of a stay pending resolution of this Appeal
will not result in harm to any other creditor constituencies.
Further, the Appellees have not commenced foreclosure or judgment
enforcement proceedings, so a stay will not stop any ongoing
action."
Levine et al. contend that the sale of the Virginia Beach House is
in everyone's best interest, but that they and the Appellees differ
on the aftermath of the sale because "Appellees want[] 100% of the
funds for themselves and Movants want[] the funds available for all
similarly situated creditor victims on a pro rata basis (as would
be the case if the Dismissal Order is reversed and the Prime
Bankruptcy [is] allowed to continue)." Levine et al. aver that a
delay in the time before the Virginia Beach House could be sold is
"not 'substantial' harm, but it can easily be cured by allowing the
Receiver to move forward with a sale of the Virginia Beach House
pending the Appeal, with the proceeds being deposited with the
Court for disposition."
The Appellees argue that Levine et al. will not suffer irreparable
harm absent a stay because the only potential harm to them is
monetary. Specifically, the Appellees contend that "[i]f the B&R
Parties were to enforce the Judgment Lien and foreclose on the
Virginia Beach House during this appeal, Appellants' right to
litigate their appeal would not be mooted." They assert that "[t]he
only difference would be a reduction (roughly 6.00%) of the
currently known Prime's assets for division among creditors -- in
other words, a loss of money." The Appellees derive the 6.00%
figure from the Receiver's bankruptcy filing in which he valued the
Virginia Beach House at $3,750,000 and Prime's total assets as
$61,564,495.10. Finally, the Appellees argue that they will suffer
substantial injury if a stay is issued because "[t]he diminution of
value of [their] secured interest in the Virginia Beach House would
constitute substantial harm."
The District Court concludes that Levine et al. "failed to show
that, absent a stay, there would be any risk that it would not be
able to recover sufficient money from foreclosure sales on the
remaining properties to satisfy the indebtedness in the event of a
default" because "[t]he total value of the properties secured by
Appellant's mortgages is $1,815,282.00. The value of the Locust
Park Parcel is $260,000.00. If the mortgage to the Locust Park
Parcel is released, Appellant still has $1,555,282.00 worth of
collateral from the remaining properties subject to its mortgages."
Although the sale of the Virginia Beach House would diminish
Prime's estate, the sale would not deplete its assets entirely, the
District Court points out. This weighs against a finding of Levine
et al. suffering irreparable harm, the District Court states.
Levine et al. cite no authority to support a contention that the
Court should only consider tangible assets when determining whether
there will be irreparable harm based on insolvency, the District
Court notes. Levine et al. assert "that all victims of Prime's
[alleged] Ponzi scheme deserve equitable and fair treatment with a
pro rata distribution of available assets." The District Court
does not believe that the primary issue at this juncture is whether
Prime should be in bankruptcy. Bankruptcy Court would indeed be the
best place to decide the appropriate disbursement of funds to
Prime's creditors should the Bankruptcy Court determine such
disbursement is appropriate. However, a conclusion as to fault and
remedy cannot be fairly reached if actions are not first
appropriately filed.
Additionally, Levine et al.'s assertion that a denial of a stay
could result in a "race to the courthouse" by "numerous creditors"
is unpersuasive. Based on Levine et al.'s filing, it appears the
Appellees are the only creditors with a judgment lien on any of
Prime's property. Levine et al. have not presented any evidence
other than their own speculative argument that other creditors will
be "rac[ing] to the courthouse" to enforce any judgments over
Prime's assets. Therefore, this argument does not alter the Court's
weighing of the irreparable harm factor, the District Court holds.
As to whether the Appellees will suffer substantial harm if a stay
is issued, in his decision, Judge Littlefield concluded that "[b]y
granting a stay pending appeal, the Court would be further
frustrating the B&R Parties' right as established in arbitration
and a court of law." As the Appellees state in their response,
Levine et al. did not address Judge Littlefield's conclusion in
their motion or argue why it was an abuse of discretion.
Levine et al. do assert that "the Virginia Beach House is not
vacant, and not at risk of deteriorating in value during the time
needed for Movants to prosecute this Appeal. They contend that
"other than the Appellees' lien and a notice of pendency filed by
the Receiver, the Virginia Beach House is unencumbered, so entry of
a stay pending resolution of this Appeal will not result in harm to
any other creditor constituencies." The Appellees argue that the
diminution of value in the home constitutes substantial harm and
that they "have serious and justified concerns about [the
occupant's] interest and ability to maintain the Virginia Beach
House in a satisfactory manner."
Courts have concluded that the diminution of property value can
establish substantial injury if a stay is issued. As the Appellees
contend, it appears that they followed an appropriate path in
obtaining a judgment lien for their ICA deposit. A stay would only
continue to delay any relief they are legally entitled to and would
delay compensation for at least one of Prime's victims.
Levine et al. argue that the Bankruptcy Court misconstrued a
Delaware statute, failed to consider federal law preempting state
law, and erred in concluding that the Receiver's authority did not
extend to filing the bankruptcy petition on Prime's behalf.
The Appellees argue that the Receiver did not have authority to
file the bankruptcy petition, the Trustee did not have authority to
ratify the petition, and even if the Trustee did have the authority
to ratify it, the ratification is ineffective.
According to the District Court, Levine et al. have presented a
persuasive argument that the Trustee had control over Roglieri's
estate which included control of his solely owned company, Prime,
such that he had the authority to ratify the Receiver's filing.
However, the Receiver's authority is derived from the Court that
appointed it and the permanent appointment order does not include
authority to bring causes of actions on Prime's behalf, the
District Court states. It also does not appear that the Trustee
could have "do[ne] the act ratified at the time the act was done,"
i.e., he could not have filed the bankruptcy petition on May 14,
2024, because he was not yet appointed as Trustee. The District
Court concludes that Appellants have not shown a substantial
possibility of success and this factor weighs against a stay.
Levine et al. agree "[i]t is well settled that “[t]he interests
of creditors are a significant determinant of the public interest
in a bankruptcy case.'" . They contend that "[t]he lack of a stay
pending appeal would deprive the other creditors of the protection
of the automatic stay which prevents the race to the courthouse
which would allow the dismantling of Prime's remaining assets, many
of which the Receiver has located."
The Appellees argue that a stay would harm the public interest
because "[l]ike other creditors, [Appellees] fell victim to a
brazen Ponzi scheme.
The District Court finds no abuse of discretion in Judge
Littlefield's conclusion that a stay would not advance the public
interest where the harm to Levine et al. is monetary, the harm to
the Appellees is an inability to enforce their legally awarded
judgment, and Levine et al. have not demonstrated a substantial
possibility of success on appeal. As explained by Judge Littlefield
and the Appellees, Appellants are not without legal recourse.
Contrary to Levine et al.'s assertion that "[t]he only way to
maintain the status quo pending appeal," is to grant a stay, it is
possible that the Trustee could file for bankruptcy on Prime's
behalf, or the Receiver could apply for additional powers or
authority, the District Court notes.
A copy of the Court's decision dated August 15, 2024, is available
at https://urlcurt.com/u?l=3JNXvM
Kris Daniel Roglieri filed for Chapter 11 bankruptcy protection
(Bankr. N.D.N.Y. Case No. 24-10157) on February 15, 2024, listing
under $1 million in both assets and liabilities. The Debtor was
represented by Brendan Walsh, Esq. at Pashman Stein Walder Hayden,
PC. On May 15, 2024, the case was converted to a Chapter 7
proceeding. Christian H. Dribusch, Esq., was appointed the Chapter
7 Trustee.
PROVIDENT FUNDING: Fitch Gives B(EXP) on $400MM Sr. Unsec. Notes
----------------------------------------------------------------
Fitch Ratings has assigned an expected rating of 'B(EXP)'/'RR4' to
Provident Funding Associates, L.P.'s (Issuer Default Rating
B/Negative Outlook) proposed $400 million issuance of senior
unsecured notes. The final coupon and maturity of the planned
issuance will be determined at the time of pricing. Provident
intends to use issuance proceeds to repay outstanding senior
unsecured notes and borrowings on its mortgage servicing rights
(MSR) lines of credit.
If Provident proceeds with the planned $400 million unsecured note
issuance, Fitch expects to revise the Rating Outlook on Provident's
Long-Term Issuer Default Rating (IDR) to Stable from Negative.
Additionally, upon settlement of the debt issuance, the rating for
the existing senior unsecured debt would be upgraded to 'B'/'RR4'
from 'B-'/'RR5' to align with Provident's Long-Term IDR. This
rating action would reflect the improved funding flexibility and
liquidity on a pro forma basis, as well as better recovery
prospects for the unsecured debt due to the increase in
unencumbered assets.
Key Rating Drivers
Improved Recovery Prospects for Unsecured Notes: While the
unsecured debt is expected to rank pari passu with Provident's
existing unsecured debt, the expected rating on the proposed notes
is one notch higher. This is because the transaction will increase
recovery prospects by growing unencumbered assets through paydown
of secured debt. Following settlement, Fitch expects to upgrade the
existing unsecured notes to 'B.' Pro forma for the planned
issuance, unsecured debt will equal 48% of total debt, up from 25%
at 2Q24, which Fitch believes improves Provident's overall funding
flexibility in times of stress.
Leverage Unaffected by Issuance: Fitch does not expect the debt
issuance to have a meaningful impact on the company's leverage
profile, as proceeds are expected to be used to refinance
outstanding debt. Provident's leverage, calculated as debt to
tangible equity, was 2.8x at 2Q24, unchanged from YE23. Corporate
leverage, which excludes balances under origination funding
facilities, was 1.5x at 2Q24, compared to 1.7x at YE23.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Consistent operating losses, which result in a sustained
increase in corporate non-funding leverage above 1.5x;
- An increase in gross leverage above 6.0x;
- Erosion of the franchise strength as evidenced by significantly
reduced market share;
- Regulatory scrutiny resulting in Provident incurring substantial
fines that negatively impact its franchise or operating
performance;
- The departure of Craig Pica, who has led the growth and
direction of the company; and/or
- A decrease in the unsecured mix below 15%.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Improved consistency of profitability levels, as evidenced by
the maintenance of ROAA of 1% or higher and maintenance of
origination and servicing market share around current levels;
- Leverage being sustained at or below 4.0x on a gross debt to
tangible equity basis or 1.0x on a corporate debt to tangible
equity basis;
- Further extension of the funding duration and maintenance of
an unsecured funding mix above 25%;
- Enhanced liquidity as evidenced by liquid resources as a
percentage of total debt above 20%; and/or
- Demonstrated effectiveness of corporate governance policies.
DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS
The equalization of the expected unsecured debt rating with
Provident's Long-Term IDR reflects the pro forma funding mix and
availability of unencumbered assets, which suggest average recovery
prospects for debtholders under a stressed scenario.
DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES
The expected unsecured debt rating is primarily sensitive to
changes in the Long-Term IDR and secondarily to the funding mix and
available collateral. An increase in secured debt or a sustained
decline in the level of unencumbered assets that weakens recovery
prospects on the senior unsecured debt could result in the expected
unsecured debt rating being notched down from the IDR.
ADJUSTMENTS
The Standalone Credit Profile has been assigned below the implied
Standalone Credit Profile due to the following adjustment
reason(s): Weakest Link - Funding, Liquidity & Coverage
(negative).
The Business Profile score has been assigned below the implied
score due to the following adjustment reason(s): Business model
(negative).
The Asset Quality score has been assigned below the implied score
due to the following adjustment reason(s): Historical and future
metrics (negative).
The Earnings & Profitability score has been assigned below the
implied score due to the following adjustment reason(s): Earnings
stability (negative).
The Capitalization & Leverage score has been assigned below the
implied score due to the following adjustment reason(s): Risk
profile and business model (negative).
ESG Considerations
Provident has an ESG Relevance Score of '4' for Governance
Structure due to elevated key person risk related to its CEO, Craig
Pica, who has led the growth and strategic direction of the
company, as well as the presence of significant levels of ongoing
transactions with affiliated parties. An ESG Relevance Score of '4'
means Governance Structure is relevant to Provident's rating but
not a key rating driver. However, it does have an impact on the
rating in combination with other factors.
Provident also has an ESG Relevance Score of '4' for Customer
Welfare - Fair Messaging, Privacy, and Data Security due to its
exposure to compliance risks including fair lending practices, debt
collection practices, and consumer data protection, which 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
----------- ------ --------
Provident Funding
Associates, L.P.
senior unsecured LT B(EXP) Expected Rating RR4
QHSLAB INC: Lowers Net Loss to $2,890 in Fiscal Q2
--------------------------------------------------
QHSLab, Inc. filed with the U.S. Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting a net loss of $2,890 on
$473,073 of revenue for the three months ended June 30, 2024,
compared to a net loss of $106,727 on $404,769 of revenues for the
three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $21,415 on $961,660 of revenue, compared to a net loss of
$299,282 on $757,568 of revenues for the same period in 2023, and
had an accumulated deficit of $4,063,908 at June 30, 2024.
As of June 30, 2024, the Company had $1,698,175 in total assets,
$2,083,207 in total liabilities, and $385,032 in total
stockholders' deficit.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/yc7mwhtm
About QHSLab, Inc.
Beach, Fla.-based QHSLab, Inc. is a medical device technology and
software-as-a-service company focused on enabling primary care
physicians to increase their revenues by providing them with
relevant, value-based tools to evaluate and treat chronic disease
as well as provide preventive care through reimbursable
procedures.
Going Concern
The Company cautioned in its Form 10-Q Report for the quarter ended
March 31, 2024, that there is substantial doubt about its ability
to continue as a going concern. The Company has incurred losses
since inception, is highly leveraged, and has only recently begun
to generate cash from operations. The Company generated net loss of
$468,362 for the year ended December 31, 2023, and is currently in
default of its obligations under its OID Notes and the note
incurred to acquire assets related to its AllergiEnd products.
These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern for a reasonable
period of time.
RAZEL & RUZTIN: Gina Klump Named Subchapter V Trustee
-----------------------------------------------------
The U.S. Trustee for Region 17 appointed Gina Klump, Esq., at the
Law Office of Gina R. Klump, as Subchapter V trustee for Razel &
Ruztin, LLC, doing business as Walnut Creek Willows.
Ms. Klump will be paid an hourly fee of $500 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Klump declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Gina Klump, Esq.
Law Office of Gina R. Klump
11 5th Street, Suite 102
Petaluma, CA 94952
Phone: (707) 778-0111
Email: gklump@klumplaw.net
About Razel & Ruztin
Razel & Ruztin, LLC, doing business as Walnut Creek Willows, filed
its voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Calif. Case No. 24-41003) on July 9,
2024, listing up to $50,000 in assets and up to $1 million in
liabilities.
Judge Charles Novack presides over the case.
Arasto Farsad, Esq., at Farsad Law Office, P.C. serves as the
Debtor's bankruptcy counsel.
REVIVA PHARMACEUTICALS: Lowers Net Loss to $7.9MM in Fiscal Q2
--------------------------------------------------------------
Reviva Pharmaceuticals Holdings, Inc. filed with the U.S.
Securities and Exchange Commission its Quarterly Report on Form
10-Q disclosing that it has incurred losses since inception and as
of June 30, 2024, the Company had a working capital deficit of
approximately $6.7 million, an accumulated deficit of $149.6
million and cash and cash equivalents on hand of approximately $6.2
million.
The Company's net loss for the three months ended June 30, 2024 and
2023, was approximately $7.9 million and $11.7 million,
respectively. The Company's net loss for the six months ended June
30, 2024 and 2023, was approximately $15.3 million and $18.6
million, respectively.
The Company expects to incur significant expenses and increased
operating losses for the next several years. The Company expects
its expenses to increase in connection with its ongoing activities
to research, develop and commercialize its product candidates. The
Company will need to generate significant revenues to achieve
profitability, and it may never do so.
The Company's current cash on hand is not sufficient to satisfy its
operating cash needs for the 12 months from the filing of this
Quarterly Report on Form 10-Q. The Company believes that it has
adequate cash on hand to cover anticipated outlays into the third
quarter of fiscal year 2024, but will need additional fundraising
activities and cash on hand during the third quarter of fiscal year
2024. These conditions raise substantial doubt regarding the
Company's ability to continue as a going concern for a period of
one year after the date the financial statements are issued.
The Company will seek to fund its operations through public or
private equity or debt financings or other sources, which may
include collaborations with third parties. In May 2024 the Company
raised capital through a registered financial offering. Adequate
additional financing may not be available to the Company on
acceptable terms, or at all. Should the Company be unable to raise
sufficient additional capital, the Company may be required to
undertake cost-cutting measures including delaying or discontinuing
certain clinical activities.
As of June 30, 2024, the Company had $8.1 million in total assets,
$14.1 million in total liabilities, and $6.04 million in total
stockholders' deficit.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/32mvremx
About Reviva Pharmaceuticals Holdings
Cupertino, Calif.-based Reviva is a late-stage biopharmaceutical
company that discovers, develops, and seeks to commercialize
next-generation therapeutics for diseases representing unmet
medical needs and burdens to society, patients, and their families.
RITE AID: Exits Chapter 11 Bankruptcy, to Operate as Private Firm
-----------------------------------------------------------------
Rite Aid Corporation announced Sept. 3, 2024, that it has
successfully completed its financial restructuring and emerged from
Chapter 11, marking a new beginning as a stronger company with a
rightsized store footprint, more efficient operating model,
significantly less debt and additional financial resources.
"Emergence is a pivotal moment in Rite Aid's history, enabling it
to move forward as a significantly transformed, stronger and more
efficient company," said Jeffrey S. Stein, Chief Executive Officer
and Chief Restructuring Officer. "We are grateful for the ongoing
support of our customers, associates and partners, and we look
forward to continuing to provide leading pharmacy services designed
to improve health and wellness outcomes across the communities we
serve. I am excited about Rite Aid’s future as it continues to
focus on executing its strategy and delivering for its customers
and stakeholders."
Through this process, Rite Aid has eliminated approximately $2.0
billion of total debt. Additionally, the Company has received
approximately $2.5 billion in exit financing to support the
business going forward.
In connection with emergence, Rite Aid will operate as a private
company. Ownership of the Company transitioned to certain Rite Aid
creditors, and all of Rite Aid's existing common shares were
cancelled, pursuant to the Plan of Reorganization.
Separately, Rite Aid announced that Matt Schroeder, who most
recently served as Chief Financial Officer, has been appointed
Chief Executive Officer. He succeeds Mr. Stein, who joined the
Company as Chief Executive Officer and Chief Restructuring Officer
to lead the court-supervised Chapter 11 process.
Kirkland & Ellis LLP served as Rite Aid's legal advisor, Guggenheim
Securities, LLC as investment banker and Alvarez & Marsal as
transformation officer and financial advisor to the Company.
Rite Aid's Bankruptcy Filing
Reuters recounts that Rite Aid filed for Chapter 11 in October
2023, after reporting $750 million in losses and $24 billion in
revenue for the fiscal year ended March 2023.
In June, a U.S. bankruptcy judge approved Rite Aid's restructuring
plan, saying it saved the company from having to shut down and
liquidate operations.
The company has eliminated about $2 billion of total debt and
received about $2.5 billion in exit financing to support the
business going forward, it added.
Before it filed for bankruptcy, Rite Aid faced 1,600 opioid
lawsuits, including one by the federal government alleging that the
company ignored red flags when filling suspicious prescriptions for
the addictive pain drugs.
Rite Aid, which operated 2,000 pharmacies at the time of its
bankruptcy, expects to emerge from Chapter 11 with a smaller retail
footprint.
During its bankruptcy, Rite Aid closed all of its stores in
Michigan and all but four in Ohio, saying withdrawal from those
states was necessary to keep the company "financially and
operationally healthy." Rite Aid reported the closure of 160
Michigan stores and 111 Ohio stores in court papers filed between
June and August.
About Rite Aid Corp.
Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy
that improves health outcomes. Rite Aid is defining the modern
pharmacy by meeting customer needs with a wide range of vehicles
that offer convenience, including retail and delivery pharmacy, as
well as services offered through our wholly owned subsidiaries,
Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's
pharmacy benefits and services company, consists of accredited mail
and specialty pharmacies, prescription discount programs and an
industry leading adjudication platform to offer superior member
experience and cost savings. Health Dialog provides healthcare
coaching and disease management services via live online and phone
health services. Regional chain Bartell Drugs has supported the
health and wellness needs in the Seattle area for more than 130
years. Rite Aid employs more than 6,100 pharmacists and operates
more than 2,100 retail pharmacy locations across 17 states.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.N.J. Lead Case No. 23-18993) on Oct. 15, 2023. In
the petition signed by Jeffrey S. Stein, chief executive officer
and chief restructuring officer, Rite Aid disclosed $7,650,418,000
in total assets and $8,597,866,000 in total liabilities.
Judge Michael B. Kaplan oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Cole Schotz, P.C.,
as local bankruptcy counsel, Guggenheim Partners as investment
banker, Alvarez & Marsal North America, LLC as financial, tax and
restructuring advisor, and Kroll Restructuring Administration as
claims and noticing agent.
ROTI RESTAURANTS: Ira Bodenstein Named Subchapter V Trustee
-----------------------------------------------------------
The U.S. Trustee for Region 11 appointed Ira Bodenstein as
Subchapter V trustee for Roti Restaurants, LLC and its affiliates.
Mr. Bodenstein will be paid an hourly fee of $500 for his services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Bodenstein declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
About Roti Restaurants
Roti Restaurants, LLC own and operate fast-casual restaurants
offering Mediterranean menu with house-made meats, crisp
vegetables, and flavor-forward sauces.
Roti Restaurants and its affiliates concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ill. Case No. 24-12410) on August 23, 2024. The
petitions were signed by Justin Seamonds as manager. At the time of
filing, Roti Restaurants estimated $50,000 in assets and $1 million
to $10 million in liabilities.
Judge Donald R. Cassling presides over the case.
Michael P. Richman, Esq. at Richman & Richman, LLC represents the
Debtors as counsel.
SERITAGE GROWTH: Financial Strain Raises Going Concern Doubt
------------------------------------------------------------
Seritage Growth Properties disclosed in a Form 10-Q Report filed
with the U.S. Securities and Exchange Commission for the quarterly
period ended June 30, 2024, that there is substantial doubt about
its ability to continue as a going concern.
In accordance with ASC 205-40, Presentation of Financial Statements
- Going Concern, for each annual and interim reporting period,
management evaluates whether there are conditions and events that
raise substantial doubt about the Company's ability to continue as
a going concern within one year after the date that the financial
statements are issued. As part of this evaluation, the Company
takes into consideration all Obligations due within the subsequent
12 months, as well as cash on hand and expected cash receipts. The
Company currently anticipates it will continue to use sales of
Consolidated and Unconsolidated Properties as the primary source of
capital to fund its Obligations, including the principal payments
on the Term Loan Facility, while at the same time pursuing
alternative financing arrangements.
As of August 14, 2024, there are four Consolidated Properties under
contract for aggregate gross proceeds of $98.4 million and there is
one Unconsolidated Property under contract at a gross price of
$40.2 million at share. Additionally, the Company is currently
negotiating sales for aggregate gross proceeds of $13.8 million
which are not included in the going concern calculation. The
Company intends to use proceeds from sales or alternative financing
arrangements to satisfy its Obligations. The Company continues to
monetize its assets, however, the timing of sales and the amount of
proceeds from future sales are not under the Company's control and
therefore, cannot be deemed probable.
The anticipated proceeds from the sales of assets under contract
and existing cash on hand, would not allow the Company to fund its
Obligations because the Term Loan Facility which matures July 31,
2025 is presently a current Obligation. As a result, the Company
has concluded that management's plans do not alleviate substantial
doubt about the Company's ability to continue as a going concern
until assets under contract are sufficient to increase the
Company's projected cash flows or alternative financing
arrangements have been made such that they exceed the Company's
Obligations.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/n7rzsryd
About Seritage Growth
New York, N.Y.-based Seritage Growth Properties (NYSE: SRG) is a
Maryland real estate investment trust formed on June 3, 2015,
operated as a fully integrated, self-administered and self-managed
real estate investment trust as defined under Section 856(a) of the
Internal Revenue Code from formation through December 31, 2021. On
March 31, 2022, Seritage revoked its REIT election and became a
taxable C Corporation effective January 1, 2022.
As of June 30, 2024, the Company had $758.3 million in total
assets, $316.6 million in total liabilities, and $441.7 million in
total equity.
SINGING MACHINE: Rebrands to Algorhythm Holdings
------------------------------------------------
The Singing Machine Company, Inc., announced Sept. 5 it has
successfully completed the acquisition of SemiCab, Inc., an
artificial intelligence technology company in the global logistics
space. As part of this transaction, the Company announced an
expanded business model, centered on making investments in AI
driven technology companies focused on solving challenges for some
of the largest global industry verticals.
The Company also unveiled its new holding company name, Algorhythm
Holdings, Inc. Under this new holding company structure, the
Company will continue to leverage the strong brand recognition of
the Singing Machine for its legacy consumer electronics product
portfolio, and SemiCab for its scaling AI logistics business. As
part of this rebrand, the Company will also change its ticker
symbol, and is expected to trade on Nasdaq under the symbol "RIME."
This change was expected to become effective at the opening of
trading on Sept. 9, 2024. This process will also involve
repositioning the legacy karaoke business into a wholly-owned
subsidiary, separate and distinct from the publicly traded parent
company. This legal process is expected to provide great
transactional flexibility for the holding company to evaluate
attracting minority interest partners for the consumer electronics
business while minimizing future dilution, as well as other
possible corporate options for this business unit.
Gary Atkinson, CEO of Algorhythm, provided insight into the new
brand, "We are excited to unveil our new holding company structure,
giving us greater flexibility for each business unit to leverage
their own brands for their respective markets, clients, and
stakeholders. The new structure broadens our growth horizons and
is designed to hopefully unlock future value by decoupling the
legacy karaoke business from the publicly traded parent company."
"In the context of our expanding business model, the rebrand to
Algorhythm is a direct play on both our technology and
music-centric subsidiaries. We believe this rebrand provides us
with a balanced mix of cohesion and flexibility to flex the right
brand at the right time to the right end audience as needed,"
concluded Mr. Atkinson.
About The Singing Machine Company
Headquartered in Fort Lauderdale, Fla., The Singing Machine Company
-- http://www.singingmachine.com/-- is primarily engaged in the
development, marketing, and sale of consumer karaoke audio
equipment, accessories, and musical recordings. The Company
believes it is a leading global karaoke and music entertainment
company that specializes in the design and production of quality
karaoke and music enabled consumer products for adults and
children. The Company's products are among the most widely
available karaoke products in the world.
Philadelphia, Pennsylvania-based Marcum LLP, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated April 15, 2024, citing that the Company has a significant
working capital deficiency, has incurred significant losses, and
needs to raise additional funds to meet its obligations and sustain
its operations. These conditions raise substantial doubt about
the
Company's ability to continue as a going concern.
As of June 30, 2024, the Company had cash on hand of approximately
$1,245,000 which is not sufficient to fund the Company's planned
operations through one year after the date the consolidated
financial statements are issued. The Company has a recent history
of recurring operating losses and decreases in working capital. The
Company said these factors create substantial doubt about the
Company's ability to continue as a going concern for at least one
year after the date that the Company's audited consolidated
financial statements are issued.
SIRIUS XM: S&P Ups ICR to 'BB+' on Simplified Ownership Structure
-----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Sirius XM
Radio LLC to 'BB+' from 'BB'. S&P removed its rating on Sirius XM
from CreditWatch, where S&P placed it with positive implications on
Dec. 12, 2023.
S&P said, "We also raised our issue-level rating on the company's
senior unsecured debt to 'BB+' from 'BB'. The issue-level rating on
the company's senior secured debt is unchanged at 'BBB-'.
"The stable outlook reflects our expectation that Sirius XM's
leverage will approach 3.7x over the next year from current pro
forma leverage of 3.9x. Although we expect EBITDA will be
relatively flat over the next year, we believe the company will
prioritize debt reduction until it returns to its leverage target
in the low- to mid-3x area.
"We view the simplified ownership as a credit positive. We believe
the new ownership structure increases Sirius XM's independence and,
although the company's leverage target remains unchanged, reduces
the risk of large leveraging transactions. Under the new ownership
structure, there is no majority shareholder. In addition, there is
a single class of shares and the board has a majority of
independent directors. Former LSXM shareholders own approximately
81% of the new company, with the Sirius XM minority shareholders
owning the remaining 19%.
"We expect Sirius XM's leverage will remain below 4x. As part of
the transaction, the company assumed LSXM's $575 million 3.75%
convertible notes due 2028. We expect Sirius XM will fully draw its
$1.1 billion delayed-draw incremental term loan to pay off LSXM's
other debt. Pro forma for the transaction, we estimate the
company's net leverage (S&P Global Ratings-adjusted) was about 3.9x
as of June 30, 2024 (up from 3.4x in 2023).
"We expect 2024 leverage of about 3.9x will decline to about 3.7x
in 2025 due to growing cash balances, which we net against debt.
Although we lowered our previous EBITDA forecast for 2025, the
upgrade reflects our continued expectation that leverage will
remain below our 4x upgrade threshold. We now expect EBITDA will be
relatively flat in 2025 (compared with our previous estimate of 7%
growth) given our expectation that a prolonged period of slow
economic growth will hinder in-car subscriber growth."
Sirius XM generates more than $1 billion of free operating cash
flow (FOCF) annually, which supports deleveraging. While the
company's dividend policy remains unchanged (about $420 million
expected in 2025), management has said it expects to deemphasize
share repurchases and focus on debt reduction. Sirius XM has not
repurchased any shares since September 2023, when its board
received the initial proposal from Liberty Media Corp. about a
potential transaction. Management has also publicly affirmed its
leverage target of the low- to mid-3x area.
Sirius XM's subscription revenue provides relatively stable cash
flow. The company generates 76% of its revenue from recurring
subscription fees (with the remainder mostly coming from
advertising). S&P views subscription revenue more favorably than
volatile advertising revenue, which is cyclical (since expectations
for consumer spending drive advertising budgets). Sirius XM has
shown relatively stable monthly subscriber churn over time despite
price increases, with record low churn of about 1.5%-1.6% over the
past year.
Sirius XM successfully curates and sources content, some of which
is exclusive, and differentiates its platform from terrestrial and
streaming radio alternatives. It also includes digital access for
most of its customers, allowing them to access Sirius XM outside
the car, which supports engagement and customer retention. Sirius
XM's subscriber base also tends to skew older and wealthier than
that of other audio entertainment subscription platforms (such as
Spotify), which we believe makes the company more resilient to
economic pressures.
S&P said, "The stable outlook reflects our expectation that Sirius
XM's leverage will approach 3.7x over the next year from current
pro forma leverage of 3.9x. Although we expect EBITDA will be
relatively flat over the next year, we believe the company will
prioritize debt reduction until it returns to its leverage target
in the low- to mid-3x area."
S&P could lower the rating on Sirius XM if:
-- The company's leverage increases above 4x on a sustained basis
due to debt-funded shareholder returns or acquisitions; or
-- Increased competition from other entertainment platforms causes
subscriber churn to increase, or the shift toward streaming-only
packages results in a sustained reduction in EBITDA margins or
revenue predictability, causing us to view the business less
favorably.
S&P could raise the rating on Sirius XM if:
-- Management publicly commits to a financial policy consistent
with an investment-grade rating, including S&P Global
Ratings-adjusted net leverage of below 3.25x on a sustained basis;
and
-- The company successfully scales its streaming-only package
while maintaining EBITDA margins above 30% and FOCF remains
stable.
SS INNOVATIONS: Incurs $2.93 Million Net Loss in Second Quarter
---------------------------------------------------------------
SS Innovations International, Inc., filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $2.93 million on $4.39 million of revenue from sales of
system, instruments and warranty for the three months ended June
30, 2024, compared to a net loss of $1.85 million on $1.58 million
of revenue from sales of system, instruments and warranty for the
three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $5.58 million on $11.62 million of revenue from sales of
system, instruments and warranty, compared to a net loss of $2.84
million on $3.09 million of revenue from sales of system,
instruments and warranty for the six months ended June 30, 2023.
As of June 30, 2024, the Company had $38.32 million in total
assets, $21.33 million in total liabilities, and $16.98 million in
total stockholders' equity.
SS Innovations said, "While we have been successful in raising
funds to meet our working capital needs to date, and believe that
we have the resources to do so for the balance of the year, we do
not have any committed sources of funding and there are no
assurances that we will be able to secure additional funding if and
when needed. The condensed consolidated financial statements
included in this report have been prepared assuming that the
Company will continue as a going concern; however, if the efforts
noted above are not successful, it would raise substantial doubt
about the Company's ability to continue as a going concern. If we
cannot obtain financing, then we may be forced to further curtail
our operations or consider other strategic alternatives. Even if
we are successful in raising the additional financing, there is no
assurance regarding the terms of any additional investment and any
such investment or other strategic alternative would likely
substantially dilute our current shareholders."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1676163/000121390024076570/ea0213712-10q_ssinnova.htm
About SS Innovations
Headquartered in Haryana 122016, India, SS Innovations
International, Inc. designs, develops, manufactures and markets
surgical robotic systems including the SSi Mantra Surgical Robotic
System and its associated instruments and accessories. The
Company's vision is to create new, technologically advanced systems
that will surpass existing surgical robotic systems to provide cost
effective surgical solutions to benefit greater numbers of patients
around the world.
STEWARD HEALTH: CEO De La Torre Declines to Testify in Senate Probe
-------------------------------------------------------------------
Steven Church of Bloomberg News reports that Steward Health Care
Chief Executive Officer Ralph de La Torre has informed senators he
won't participate in a hearing probing the hospital operator's
failure until after its bankruptcy has concluded.
Meanwhile, Senator Bernie Sanders said in a press release Friday,
September 6, 2024 that an upcoming hearing probing Steward Health
Care's alleged mismanagement will happen "with or without" the CEO,
Bloomberg also reported.
The Senate Committee on Health, Education, Labor, and Pensions will
instead hear from patients, medical professionals, and community
members during the hearing scheduled for Sept. 12, 2024, according
to the statement.
"Let me be clear: With or without him, this hearing is going
forward," said Vermont independent Sanders, Chair of the committee
that subpoenaed de la Torre to compel his testimony before
Congress.
About Steward Health Care
Steward Health Care System, LLC owns and operates the largest
private physician-owned for-profit healthcare network in the U.S.
Headquartered in Dallas, Texas, Steward's operations include 31
hospitals in eight states, approximately 400 facility locations,
4,500 primary and specialty care physicians, 3,600 staffed beds,
and nearly 30,000 employees. Steward Health Care provides care to
more than two million patients annually.
Steward and 166 affiliated debtors filed Chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024. Judge
Christopher M. Lopez oversees the proceeding.
The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy
counsel; McDermott Will & Emery as special corporate and regulatory
counsel; AlixPartners, LLP as financial advisor and John Castellano
of AlixPartners as chief restructuring officer. Lazard Freres & Co.
LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc
Capital Markets Inc., provide investment banking services to the
Debtors. Kroll is the claims agent.
Susan N. Goodman is the patient care ombudsman appointed in the
Debtors' cases.
STEWARD HEALTH: Gets Court Okay for Orlando Health Sale
-------------------------------------------------------
Jonathan Randles of Bloomberg News reports that bankrupt health
system Steward Health Care won court approval to sell some of its
hospitals in Florida to Orlando Health, as Steward continues to
discuss a proposed pact with its landlord Medical Properties Trust
Inc.
Judge Christopher Lopez said Tuesday, September 10, 2024, he'd
approve the sale of three hospitals and Steward Medical Group
Practices in northern Florida to Orlando Health, a deal Steward
announced last month.
An MPT lawyer said during a court hearing that the real estate
investment trust is still discussing how proceeds from the sale
should be split between MPT and Steward's creditors.
About Steward Health Care
Steward Health Care System, LLC owns and operates the largest
private physician-owned for-profit healthcare network in the U.S.
Headquartered in Dallas, Texas, Steward's operations include 31
hospitals in eight states, approximately 400 facility locations,
4,500 primary and specialty care physicians, 3,600 staffed beds,
and nearly 30,000 employees. Steward Health Care provides care to
more than two million patients annually.
Steward and 166 affiliated debtors filed Chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024. Judge
Christopher M. Lopez oversees the proceeding.
The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy
counsel; McDermott Will & Emery as special corporate and regulatory
counsel; AlixPartners, LLP as financial advisor and John Castellano
of AlixPartners as chief restructuring officer. Lazard Freres & Co.
LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc
Capital Markets Inc., provide investment banking services to the
Debtors. Kroll is the claims agent.
Susan N. Goodman has been appointed as patient care ombudsman in
the Debtors' Chapter 11 cases.
SUBSTATION SERVICES: Unsecureds to Get 100 Cents on Dollar in Plan
------------------------------------------------------------------
Substation Services, LLC, filed with the U.S. Bankruptcy Court for
the Western District of Wisconsin a Plan of Reorganization under
Subchapter V dated August 12, 2024.
The Debtor is a Wisconsin limited liability company. Since 2018,
the Debtor has been in the business of building fences around
electrical utility substations. Debtor is owned and operated
entirely by a Wisconsin individual, Travis Chouinard.
Prior to 2018, Travis Chouinard conducted substantially similar
business under the company named White Fence and Gate Co., LLC.
White Fence and Gate Co., LLC has not operated since 2018, and is a
predecessor in interest to the Debtor.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $4,000 monthly. The final
Plan payment is expected to be paid on August 12, 2029.
This Plan of Reorganization proposes to pay creditors of the Debtor
from regular operating income and sale of surplus equipment.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at 100 cents on the dollar. This Plan provides for full payment of
administrative expenses and priority claims.
Class 3 consists of all non-priority unsecured claims. Class 3
claims will be paid over 60 regular monthly installments at 0%
interest, estimated to be $881.83 in the aggregate. This Class is
impaired.
Class 4 consists of Equity interests of the Debtor. Travis
Chouinard shall retain his ownership interest in Debtor.
Travis Chouinard will retain his ownership and membership in
Debtor, and serve as its only executive. Debtor will make plan
payments under this Plan from regular operation of the Debtor.
A full-text copy of the Plan of Reorganization dated August 12,
2024 is available at https://urlcurt.com/u?l=FK4CJf from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Joshua Christianson, Esq.
Christianson & Freud, LLC
920 S. Farwell
P.O. Box 222
Eau Claire, WI 54701
Telephone: (715) 832-1800
Email: lawfirm@cf.legal
About Substation Services
Substation Services, LLC, has been in the business of building
fences around electrical utility substations.
The Debtor sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. W.D. Wis. Case No. 24-11606) on Aug. 12, 2024, listing
under $1 million in both assets and liabilities.
Joshua Christianson, Esq., at Christianson & Freud, LLC serves as
the Debtor's counsel.
SYDOW FIRM: Commences Subchapter V Bankruptcy Process
-----------------------------------------------------
The Sydow Firm filed Chapter 11 protection in Southern District of
Texas. According to court filing, the Debtor reports between $10
million and $50 million in debt owed to 1 and 49 creditors. The
petition states funds will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
September 17, 2024 at 9:30 p.m. in Room, US Trustee Houston
Teleconference.
About The Sydow Firm
The Sydow Firm, also known as The Sydow Firm LLP, Sydow & McDonald,
and Sydow & McDonald LLP, is law firm in Texas.
The Sydow Firm sought relief under Subchapter V of Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No.: 24-80236) on
August 14, 2024. In the petition filed by Michael Sydow, as
controlling partner, the Debtor reports estimated assets between $1
million and $10 million and estimated liabilities between $10
million and $50 million.
The Debtor is represented by:
Bennett G. Fisher, Esq.
LEWIS BRISBOIS BISGAARD & SMITH
24 Greenway Plaza
Suite 1400
Houston TX 77046
Tel: (346) 241-4095
Email: bennett.fisher@lewisbrisbois.com
TRANSOCEAN LTD: Secures $123M Ultra-Deepwater Drillship Contract
----------------------------------------------------------------
Transocean Ltd. announced Sept. 4, 2024, it signed a contract to
provide a deepwater drillship to drill six wells for Reliance
Industries offshore India. Reliance Industries Limited awarded a
binding Letter of Award for the Dhirubhai Deepwater KG1. The
estimated 300-day program is expected to commence in the second
quarter of 2026 and is estimated to contribute approximately $123
million in backlog, excluding additional services and a
mobilization fee. The award also includes multiple options. If
all options are exercised, the rig would remain in India through
the end of 2029.
About Transocean
Transocean Ltd. is an international provider of offshore contract
drilling services for oil and gas wells. The Company specializes in
technically demanding sectors of the offshore drilling business
with a particular focus on ultra-deepwater and harsh environment
drilling services. Transocean owns or has partial ownership
interests in and operates a fleet of 36 mobile offshore drilling
units, consisting of 28 ultra-deepwater floaters and eight harsh
environment floaters.
Transocean reported a net loss of $954 million in 2023, a net loss
of $621 million in 2022, and a net loss of $591 million in 2021.
* * *
As reported by the TCR on Sept. 28, 2023, S&P Global Ratings raised
its issuer credit rating on offshore drilling contractor Transocean
Ltd. to 'CCC+' from 'CCC'. S&P said, "The upgrade reflects improved
rig demand, higher day rates, and our view that there is reduced
near-term risk of a distressed debt exchange or balance sheet
restructuring."
UNITED PREMIER: Sec. 341(a) Creditors Meeting on Sept. 17, 2024
---------------------------------------------------------------
United Premier Development LLC filed Chapter 11 protection in the
Central District of California. According to court documents, the
Debtor reports $3,092,098 in debt owed to 1 and 49 creditors. The
petition states funds will not be available to unsecured
creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
September 17, 2024 at 9:00 a.m. at UST-LA2, TELEPHONIC MEETING.
CONFERENCE LINE:1-866-816-0394, PARTICIPANT CODE:5282999.
About United Premier Development
United Premier Development LLC is the fee simple owner of real
property located at 9517 Commerce Way, Adelanto, CA having a
current value of $4 million.
United Premier Development sought relief under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-16601) on Aug. 16,
2024. In the petition filed by Eva Neumann, as manager, the Debtor
reports total assets of $4,572,000 and total liabilities of
$3,092,098.
The Honorable Bankruptcy Judge Sheri Bluebond oversees the case.
The Debtor is represented by:
Michael R. Totaro, Esq.
TOTARO & SHANAHAN, LLP
PO Box 789
Pacific Palisades CA 90272
Tel: (310) 804-2157
Email: Mtotaro@aol.com
VADO CORP: Financial Strain Raises Going Concern Doubt
------------------------------------------------------
Vado Corp. disclosed in a Form 10-Q Report filed with the U.S.
Securities and Exchange Commission for the quarterly period ended
June 30, 2024, that there is substantial doubt about its ability to
continue as a going concern.
According to the Company, as of June 30, 2024, it had restricted
cash of $1,052,519 and unrestricted cash on hand of $26 net of an
overdraft in the amount of $5,013, and a working capital deficit of
$10,383,599. Management believes this amount is not sufficient to
meet its operating needs for the 12 months subsequent to August 14,
2024, the date of the filing.
"In order to meet our working capital requirements, we will need to
either raise sufficient capital and/or increase revenue by
executing against our various ongoing strategic growth initiatives
while continuing to actively reduce, maintain, or manage our
current expenditures," the Company explained.
The Company's ability to continue as a going concern is dependent
upon its ability to improve cash flow and the ability to obtain
additional financing, including debt and equity offerings.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/mwbnv8dk
About Vado Corp.
Beverly Hills, Calif.-based Vado Corp., through its subsidiary,
provides advertising and technology services to agencies and brands
in the United States. It offers tdX, an omnichannel trading desk
platform, which delivers real-time campaign learnings and
cross-channel performance; Admatx, a digital ad solution that
offers self-serve demand side platform focusing on the
small-to-midsize businesses (SMB) marketer; and AXi, a platform
that identifies, models, and target the right audiences. The
company also provides creative services, which provides marketing
capabilities, including designing and developing targeted brand and
product messaging.
As of June 30, 2024, the Company had $4,396,940 in total assets,
$17,711,649 in total liabilities, and $13,314,709 total
stockholders' deficit.
VENUS CONCEPT: Obtains Waiver Under Loan and Security Agreement
---------------------------------------------------------------
Venus Concept Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on Aug. 30, 2024, the
Company, Venus Concept USA, Inc., a wholly-owned subsidiary of the
Company, Venus Concept Canada Corp., a wholly-owned Canadian
subsidiary of the Company, and Venus Concept Ltd., a wholly-owned
Israeli subsidiary of the Company, entered into a Consent Agreement
with Madryn Health Partners, LP and Madryn Health Partners (Cayman
Master), LP.
The Consent Agreement granted relief under the Loan and Security
Agreement (Main Street Priority Loan), dated Dec. 8, 2020, among
the Lenders, as lenders, and Venus USA, as borrower, such that (i)
certain minimum liquidity requirements under the MSLP Loan
Agreement are waived through Sept. 30, 2024, and (ii) permit Venus
USA to apply the Sept. 8, 2024 cash interest payment due under each
Note (as defined in the Consent Agreement) to the respective
outstanding principal balance of each Note.
Sixth Bridge Loan Amendment
On Aug. 30, 2024, the Loan Parties entered into a Sixth Bridge Loan
Amendment Agreement with the Lenders. The Sixth Bridge Loan
Amendment amended that certain Loan and Security Agreement, dated
April 23, 2024, among Venus USA, as borrower, the Company, Venus
Canada and Venus Israel, as guarantors, and the Lenders, as
lenders, to extend the maturity date of the Bridge Loan from Aug.
30, 2024 to Sept. 30, 2024.
About Venus Concept
Toronto, Ontario-based Venus Concept Inc. is an innovative global
medical technology company that develops, commercializes and
delivers minimally invasive and non-invasive medical aesthetic and
hair restoration technologies and related services. The Company's
systems have been designed on cost-effective, proprietary and
flexible platforms that enable the Company to expand beyond the
aesthetic industry's traditional markets of dermatology and plastic
surgery, and into non-traditional markets, including family
medicine and general practitioners and aesthetic medical spas.
Toronto, Canada-based MNP LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated April 1,
2024, citing that the Company has reported recurring net losses and
negative cash flows from operations that raise substantial doubt
about its ability to continue as a going concern.
VENUS CONCEPT: Reports $19.9 Million Net Loss in Fiscal Q2
----------------------------------------------------------
Venus Concept Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $19.9 million on $16.6 million of total revenues for the three
months ended June 30, 2024, compared to a net loss of $7.3 million
on $20.1 million of total revenues for the three months ended June
30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $29.7 million on $34.1 million of revenues, compared to a
net loss of $16.9 million on $40.6 million of revenues for the same
period in 2023.
As of June 30, 2024, the Company had $79.8 million in total assets,
$75.4 million in total liabilities, $662,000 in non-controlling
interests, and $3.7 million in total stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/43sa3kdm
About Venus Concept
Toronto, Ontario-based Venus Concept Inc. is an innovative global
medical technology company that develops, commercializes, and
delivers minimally invasive and non-invasive medical aesthetic and
hair restoration technologies and related services. The Company's
systems have been designed on cost-effective, proprietary, and
flexible platforms that enable the Company to expand beyond the
aesthetic industry's traditional markets of dermatology and plastic
surgery, and into non-traditional markets, including family
medicine, general practitioners, and aesthetic medical spas.
Toronto, Canada-based MNP LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated April 1,
2024, citing that the Company has reported recurring net losses and
negative cash flows from operations that raise substantial doubt
about its ability to continue as a going concern.
Venus Concept reported a net loss of $37.1 million for the year
ended
December 31, 2023, compared to a net loss of $43.6 million for the
year ended December 31, 2022.
VEREGY INTERMEDIATE: S&P Alters Outlook to Pos., Affirms 'B-' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on Veregy Intermediate Inc.
to positive from stable and affirmed its 'B-' issuer credit
rating.
The positive outlook reflects S&P's view that Veregy's leverage
will remain below 5x while continuing to improve FOCF to debt above
5% over the next 12 months.
Veregy, a Phoenix based provider of energy efficiency solutions,
has outperformed S&P's expectations with S&P Global
Ratings-adjusted debt to EBITDA declining below 5x as of June 30,
2024.
S&P said, "The positive outlook reflects Veregy's improved
operating performance over the past three quarters and our
expectation that Veregy will continue to improve credit metrics
over the next 12 months. Veregy has outperformed our forecast for
revenue, EBITDA, and leverage since the fourth quarter of 2023 as
the company completed projects in its record backlog faster than
expected as supply chain constraints eased. S&P Global
Ratings-adjusted leverage declined to 3.4x for the 12 months ended
June 30, 2024, from 6.9x in the prior year. We believe the rapid
deleveraging was primarily due to very strong fourth-quarter EBITDA
generation in 2023. Still, we expect the company's leverage to
moderate in the mid-4x area by the end of 2024 and improve toward
the low-4x area in 2025 supported by increased sales force
investments, expansion in the California and Texas markets, and
strong order intake through the first half of 2024.
"Stronger cash flow metrics would also support a higher rating. We
forecast FOCF to debt will improve 6%-7% in 2025 from around 4% in
2024 primarily due to EBITDA growth. We also expect the Federal
Reserve will cut interest rates by 150 basis points by the end of
2025, which will help bolster the company's cash flow.
"We do not forecast dividends or any significant acquisitions in
our base-case forecast. The company is owned by Court Square
Capital Partners. We believe that financial sponsors tend to
prioritize shareholder returns over debt repayment. Still, Veregy
has not made any acquisitions since 2021 and does not have a
history of debt-funded dividends. Ratings upside is dependent on
our view that the company is unlikely to increase leverage above 5x
on a sustained basis.
"The positive outlook reflects our expectation Veregy will maintain
leverage below 5x while continuing to increase and convert its
signed backlog, contributing to mid-single-digit percent organic
revenue and earnings growth, while increasing FOCF to debt above 5%
over the next 12 months."
VERITONE INC: Financial Strain Raises Going Concern Doubt
---------------------------------------------------------
Veritone, Inc. disclosed in a Form 10-Q Report filed with the U.S.
Securities and Exchange Commission for the quarterly period ended
June 30, 2024, that there is substantial doubt about its ability to
continue as a going concern.
Veritone said, "We have historically financed our business through
the sale of equity and debt securities. Our principal sources of
liquidity are our cash and cash equivalents, which totaled $46
million as of June 30, 2024, compared with total cash and cash
equivalents of $79.4 million as of December 31, 2023. The decrease
in our cash and cash equivalents as of June 30, 2024 as compared
with December 31, 2023 was primarily due to cash used in operating
activities of $27.8 million during the six months ended June 30,
2024."
"In December 2023, we and certain of our subsidiaries, as
guarantors, entered into a Credit and Guaranty Agreement, by and
among the Company and certain of our subsidiaries, as guarantors,
and certain funds managed by Highbridge Capital Management, LLC and
with certain other lenders and Wilmington Savings Fund Society,
FSB, as administrative agent and collateral agent. The Credit
Agreement provides for a $77.5 million senior secured term loan,
which was fully drawn by us on closing of the Term Loan. Based on
our liquidity position at June 30, 2024 and our current forecast of
operating results and cash flows, absent any other action,
management determined that there is substantial doubt about our
ability to continue as a going concern over the 12 months following
the filing of this Quarterly Report on Form 10-Q, principally
driven by our current debt service obligations, historical negative
cash flows and recurring losses. We will require additional
liquidity to continue our operations over the next 12 months."
"In the near term, and to meet our obligations as they come due,
management is evaluating strategies to obtain funding for future
operations. These strategies may include, but are not limited to,
obtaining equity financing, debt and/or further restructuring of
operations to grow revenues and decrease operating expenses, which
include capturing past cost reductions and potential future cost
synergies from our past acquisitions."
"In addition, management recently announced a formal process to
divest the Asset, which transaction management intends to close
within the 12 months following the filing of this Quarterly Report
on Form 10-Q. If consummated, this transaction is expected to
generate substantial cash proceeds to be used to repay a portion of
our Term Loan and fund future operations. There is no assurance
that such transaction will close in the subsequent twelve-month
period, or at all, and as a result these cash flows have been
excluded from management's plans to remediate the doubt of going
concern."
"The going concern assumption contemplates the realization of
assets and satisfaction of liabilities in the normal course of
business. We may not be able to access additional equity under
acceptable terms, and may not be successful in future operational
restructurings or at growing our revenue base. If we are unable to
sell the Asset on terms favorable to us, or at all, our ability to
execute on our operating plans may be materially adversely
impacted. If we become unable to continue as a going concern, we
may have to dispose of other or additional assets and might realize
significantly less value than the values at which they are carried
on our condensed consolidated financial statements. These actions
may cause stockholders to lose all or part of their investment in
our common stock. Our condensed consolidated financial statements
do not include any adjustments that might result from our being
unable to continue as a going concern. If we cannot continue as a
going concern, adjustments to the carrying values and
classification of our assets and liabilities and the reported
amounts of income and expenses could be required and could be
material."
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/463ae696
About Veritone, Inc.
Denver, Colo.-based Veritone, Inc., a Delaware corporation, is a
provider of artificial intelligence computing solutions. In
addition, the Company operates a full-service advertising agency to
provide differentiated Managed Services to its customers.
As of June 30, 2024, the Company had $321.8 million in total
assets, $327.5 million in total liabilities, and $5.7 million total
stockholders' deficit.
VERRICA PHARMACEUTICALS: Net Loss Widened to $17.2M in Fiscal Q2
----------------------------------------------------------------
Verrica Pharmaceuticals Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $17.2 million on $5.2 million of total revenue for the
three months ended June 30, 2024, compared to a net loss of $10.99
million on $182,000 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 $37.5 million on $9 million of total revenue, compared to a
net loss of $17.6 million on $219,000 of total revenue for the same
period in 2023. As of June 30, 2024, the Company had an accumulated
deficit of $268.0 million.
As of June 30, 2024, the Company had $52 million in total assets,
$65.3 million in total liabilities, and $13.3 million in total
stockholders' deficit.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/y52vjthb
About Verrica Pharmaceuticals
West Chester, Pa.-based Verrica Pharmaceuticals Inc. is a
dermatology therapeutics company developing and selling medications
for skin diseases requiring medical intervention.
As of March 31, 2024, the Company has $66.3 million in total
assets, $64.8 million in total liabilities, and $1.5 million in
total stockholders' equity.
Going Concern
The Company cautioned in its Form 10-Q Report the quarter ended
March 31, 2024, that there is substantial doubt about its ability
to continue as a going concern. The Company has incurred
substantial operating losses since inception and expects to
continue to incur significant losses for the foreseeable future and
may never become profitable. As of March 31, 2024, the Company had
an accumulated deficit of $250.8 million. For the three months
ended March 31, 2024 and 2023, the Company reported net losses of
$20.3 million and $6.6 million, respectively.
The Company believes its cash, and cash equivalents of $48.9
million as of March 31, 2024, will be sufficient to support the
Company's planned operations only into the first quarter of 2025.
The Company plans to secure additional capital in the future
through equity or debt financings, partnerships, or other sources
to carry out the Company's planned commercial and development
activities. If the Company is unable to raise capital when needed
or on attractive terms, the Company would be forced to delay,
reduce, or eliminate its future commercialization efforts or
research and development programs.
"If we are unable to obtain sufficient funding, our business,
prospects, financial condition, and results of operations will be
materially and adversely affected, and we may be unable to continue
as a going concern. If we are unable to continue as a going
concern, we may have to liquidate our assets and may receive less
than the value at which those assets are carried on our financial
statements, and it is likely that investors will lose all or a part
of their investment. In addition, if there remains substantial
doubt about our ability to continue as a going concern, investors
or other financing sources may be unwilling to provide additional
funding to us on commercially reasonable terms, or at all," the
Company explained.
VICTRA HOLDINGS: Moody's Rates New $500MM Sr. Secured Notes 'B1'
----------------------------------------------------------------
Moody's Ratings assigned a B1 rating to Victra Holdings, LLC's (dba
"Victra") proposed $500 million backed senior secured notes
offering. All other ratings are unchanged including the company's
B1 corporate family rating, B1-PD Probability of Default Rating, B1
senior secured notes rating and B1 senior secured first lien bank
credit facilities ratings. The outlook is stable.
Proceeds from the proposed $500 million senior secured notes, along
with the recently launched term loan upsize and balance sheet cash
will be used to fully refinance indebtedness under Victra's
outstanding $728 million senior secured notes due February 2026.
The rating on the existing senior secured notes will be withdrawn
upon full repayment.
RATINGS RATIONALE
Victra's B1 CFR reflects the benefits of its symbiotic relationship
with Verizon as its largest independent retailer. Victra benefits
from Verizon's substantial marketing, advertising, and promotional
support. The rating also considers the non-discretionary nature of
cellphones and Victra's beneficial relationships with the handset
manufacturers. Victra has moderate leverage, a demonstrated and
articulated focus on deleveraging and good liquidity supported by
its solid free cash flow generation and sufficient cash balances.
The company has deleveraged and realized synergies from its 2022
acquisition of Go Wireless, Inc. one of the other large independent
Verizon retailers. The ratings are constrained by Victra's reliance
on cellphone manufacturers for continued product innovation and the
risk of volatile customer demand related to new product
introductions. The rating is also constrained by the risk of
lengthening customer replacement/upgrade cycle, declines in
wireless activations and increasing competition between carriers.
The stable outlook reflects Moody's expectation that Victra will
continue with a conservative financial policy that prioritizes
deleveraging and maintains solid credit metrics for the rating
category and good liquidity over the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Rating could be upgraded if Victra increases scale and
profitability and continues to maintain a conservative financial
strategy, while maintaining very good liquidity. Quantitatively,
rating could be upgraded if debt/EBITDA is sustained below 3.0
times and EBITA/Interest is sustained above 3.0x.
A downgrade could occur if operating performance weakens or the
company's relationship with Verizon is pressured. A downgrade could
also occur if liquidity were to weaken or if financial strategies
become more aggressive. Rating could also be downgraded if
deteriorating operating performance resulted in debt/EBITDA above
4.0x or EBITA/Interest is sustained below 2.0x.
Victra Holdings, LLC and subsidiaries, operating under the Victra
brand name, is the largest Verizon independent retailer. Following
the acquisition of Go Wireless, Inc. in 2022, the combined company
operates approximately 1,475 stores throughout the US. The company
is owned by a consortium of investors including the company founder
and current CEO, Rich Balot and an affiliate of the Dhanani Group.
Combined company revenue for the last twelve-month period ended
June 30, 2024 was approximately $2.96 billion.
The principal methodology used in this rating was Retail and
Apparel published in November 2023.
VIEWBIX INC: Net Loss Widened to $8.2 Million in Fiscal Q2
----------------------------------------------------------
Viewbix Inc. filed with the U.S. Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting a net loss of $8.2
million on $7.3 million of revenue for the three months ended June
30, 2024, compared to a net loss of $83,000 on $27.2 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 $9.4 million on $17.3 million of revenues, compared to a
net loss of $428,000 million on $48.02 million of revenues for the
same period in 2023.
During the second half of 2023 and the six months ended June 30,
2024, the Company experienced a decrease in its revenues from the
digital content and search segments, as a result of the Cortex
Adverse effect, a decrease in user traffic acquired from third
party advertising platforms, an industry-wide decrease in
advertising budget, changes and updates to internet browsers'
technology, which adversely impacted the Company's ability to
acquire traffic in the search segment and a decrease in revenues
from routing of traffic acquired from third-party strategic
partners in the search segment, as a result of lack of availability
of suppliers credit from such third party strategic partners. As a
result of the foregoing, during the six months ended June 30, 2024,
the Company recorded an operating loss of $6.5 million compared to
an operating profit of $174,000 in the six months ended June 30,
2023. As of June 30, 2024, the Company had cash and cash
equivalents of $609,000, bank loans of $5.8 million and accumulated
deficit of $18.8 million.
The decline in revenues and other circumstances raise substantial
doubts about the Company's ability to continue as a going concern
during the 12-month period following August 14, 2024, the issuance
date of the financial statements.
Management's response to these conditions included reduction of
salaries and related expenses and reduction of professional
services in the research and development, selling and marketing
functions, reduction of other operational expenses, such as lease
costs and overheads, as well as creation of new partnerships and
other new income sources. In addition, during the three months
ended June 30, 2024, the company entered into a facility agreement
and subsequent to the balance sheet date raised through a private
placement and through two additional facility agreements with
certain investors and lenders aggregate gross proceeds of $887,000.
Additionally, the Company plans to uplist its shares of common
stock to a national securities exchange, after which, in accordance
with the terms of the aforesaid private placement and facility
agreements, the company is expected to receive additional funds.
Furthermore, the company's subsidiaries entered into an addendum to
the loan agreement with Bank Leumi pursuant to which loans
repayments were deferred while short term credit lines with Bank
Leumi continued to be utilized. However, there is significant
uncertainty as to whether the Company will further succeed to
implement its plans or be able to secure additional funds when
needed.
As of June 30, 2024, the Company had $30 million in total assets,
$20.3 million in total liabilities, and $9.7 million in total
equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/mr3hd54b
About Viewbix
Headquartered in Ramat Gan, Israel, Viewbix is a digital
advertising platform that develops and markets a variety of
technological platforms that automate, optimize, and monetize
digital online campaigns. Viewbix's operations were previously
focused on analysis of the video marketing performance of its
clients as well as the effectiveness of their messaging. With the
Video Advertising Platform, Viewbix allowed its clients with
digital video properties the ability to use its platforms in a way
that allows viewers to engage and interact with the video. The
Video Advertising Platform measured when a viewer performs a
specific action while watching a video and collects and reports the
results to the client. The Company, through its subsidiaries Gix
Media and Cortex, expanded its digital advertising operations
across two additional main sectors: ad search and digital content.
Tel Aviv, Israel-based Brightman Almagor Zohar & Co., A Firm in the
Deloitte Global Network, the Company's auditor since 2012, issued a
"going concern" qualification in its report dated March 25, 2024,
citing that the Company's non-compliance with its debt covenants as
of Dec. 31, 2023 and the decrease in revenues and positive cash
flows from operations may result in the Company's inability to
repay its debt obligations during the 12-month period following the
issuance date of these financial statements. These conditions raise
a substantial doubt about the Company's ability to continue as a
going concern.
For the year ended December 31, 2023, Viewbix reported a net loss
of $8,687,000, compared to a net income of $1,117,000 for the same
period in 2022.
VIEWSTAR LLC: Seeks Bankruptcy Protection in New York
-----------------------------------------------------
Viewstar LLC filed Chapter 11 protection in the Southern District
of New York. According to court documents, the Debtor reported
between $10 million and $50 million in debt owed to 1 and 49
creditors. The petition states funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
September 19, 2024 at 1:00 p.m. at Office of UST (TELECONFERENCE
ONLY).
About Viewstar LLC
Viewstar LLC is the owner of real property located at 10
Mountainview Road, Upper Saddle River, New Jersey 07458.
Viewstar LLC sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 24-22716) on August 15, 2024. In the
petition filed by Lee E. Buchwald, as restructuring officer, the
Debtor reports estimated assets and liabilities between $10 million
and $50 million each.
The Honorable Bankruptcy Judge Sean H. Lane handles the case.
The Debtor is represented by:
Paul Rubin, Esq.
Hanh V. Huynh, Esq.
RUBIN LLC
11 Broadway, Suite 715
New York NY 10004
Tel: 212-390-8054
Fax: 212-390-8064
E-mail: prubin@rubinlawllc.com
hhuynh@rubinlawllc.com
VIVIC CORP: Posts $425,222 Net Income in Fiscal Q2
--------------------------------------------------
Vivic Corp. filed with the U.S. Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting a net income of
$425,222 for the three months ended June 30, 2024, compared to a
net income of $31,039 for the three months ended June 30, 2023.
Revenue was $2,574,818 for the three months ended June 30, 2024.
For the six months ended June 30, 2024, the Company reported net
income of $1,035,387, compared to a net loss of $301,188 for the
six months ended June 30, 2023. Revenue was $4,412,260 for the six
months ended June 30, 2024. The Company did not generate any
revenues from continuing operations in the three and six months
ended June 30, 2023.
The Company had $310,859 of cash and cash equivalents and working
capital of approximately $3.2 million as of June 30, 2024, which
included a receivable from a related party in the amount of $2.8
million, and the Company generated net income of $1.04 million
during the six months ended June 30, 2024. However, the Company had
an accumulated deficit of approximately $2.3 million as of June 30,
2024.
The continuation of the Company as a going concern through the
one-year anniversary of the date of this filing is dependent upon
the continued financial support from its related parties and loans
or investments from third parties. The Company is actively pursuing
additional financing for its operations through loans and the sale
of equity. However, there is no assurance that the Company will be
successful in securing sufficient funds to sustain its operations.
Management has determined that the above conditions indicate that
it may be probable that the Company would not be able to meet its
obligations within 12 months after August 14, 2024, the date of
issuance of the Company's Form 10-Q report. These and other factors
raise substantial doubt about the Company's ability to continue as
a going concern.
As of June 30, 2024, the Company had $4.9 million in total assets,
$2.3 million in total liabilities, and $2.6 million in total
stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/36wm8td8
About Vivic
Vivic Corp. was established under the corporate laws of the State
of Nevada on February 16, 2017. Beginning with a change in
management resulting from a change in control of the Company at the
end of 2018, the Company has explored and initiated operations in
various business areas related to the pleasure boat industry. These
included yacht sales, marine tourism, development of
electric-powered yachts, development and operation of yacht marinas
in Asia, and development of a yacht rental and timeshare service.
The Company's headquarters are maintained at its branch in the
Republic of China, Vivic Corp. It is mainly engaged in yacht
procurement, sales, and leasing services in Taiwan and other
countries.
VOLITIONRX LTD: Posts Net Loss of $7.1MM in Fiscal Q2
-----------------------------------------------------
VolitionRx Limited filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $7.1 million on $395,797 of total revenue for the three months
ended June 30, 2024, compared to a net loss of $9.6 million on
$216,310 of total revenue for the three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company incurred a net
loss of $15.5 million on $567,332 of total revenue, compared to a
net loss of $18.4 million on $366,118 of total revenue for the same
period in 2023, and used cash flows in operating activities of
$15.1 million. As of June 30, 2024, the Company had cash and cash
equivalents of $6 million and an accumulated deficit of $217.9
million.
As of June 30, 2024, the Company had $13.1 million in total assets,
$36 million in total liabilities, and $22.9 million in total
stockholders' deficit.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/ymxetvez
About Volition
Henderson, Nev.-based VolitionRx Limited is a multi-national
epigenetics company. It has patented technologies that use
chromosomal structures, such as nucleosomes, and transcription
factors as biomarkers in cancer and other diseases.
Going Concern
The Company cautioned in its Form 10-Q Report the quarter ended
March 31, 2024, that there is substantial doubt about its ability
to continue as a going concern. According to the Company, it has
not attained profitable operations on an ongoing basis and are
dependent upon obtaining external financing to continue to pursue
our operational and strategic plans. The Company has generated
operating losses and has experienced negative cash flows from
operations since inception. The Company has generated operating
losses and has experienced negative cash flows from operations
since inception. The Company has not generated significant revenues
and expects to incur further losses in the future, particularly
from continued development of its clinical-stage diagnostic tests
and initiation of additional clinical trials to seek regulatory
approval. The future of the Company as an operating business will
depend on its ability to obtain sufficient capital contributions,
financing, and/or generate revenues as may be required to sustain
its operations.
WEATHERFORD INTERNATIONAL: S&P Raises ICR to 'BB-', Outlook Pos.
----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on oilfield
services and equipment provider Weatherford International PLC to
'BB-' from 'B+'.
S&P said, "At the same time, we raised our issue-level ratings on
the company's unsecured debt to 'BB-' from 'B+'. The recovery
rating is unchanged.
"The positive outlook reflects our expectation that we could raise
our ratings if the company's credit metrics continue to improve,
and we view financial policy remaining supportive of a higher
rating.
"We believe Weatherford's cash flow generation will continue to
benefit from improvements in its operating efficiency.
Weatherford's profitability has improved meaningfully over the past
few years, with S&P Global Ratings-adjusted EBITDA margins
increasing to 25.2% for the 12 months ended June 30, 2024, from a
low of about 4% in 2019. We attribute most of this improvement to
the favorable demand environment for the company's products and
services, especially outside of North America where the company
generates approximately 80% of its revenue. This environment has
supported price increases. However, we also believe the company has
made structural changes to its operational strategy and footprint
that will sustain improved profitability and cash flow generation
through industry downturns. These changes include a greater focus
on higher-margin, less commoditized work, along with the
divestiture of its more cyclical and capital-intensive businesses,
such as land rigs in 2019. At the same time, the company has
improved its supply chain management. It has shifted manufacturing
and procurement to lower-cost areas and consolidated facilities,
reducing its number of locations approximately 14% from 2020
levels. These consolidations involved facilities associated with
manufacturing, maintenance, and fulfillment, which we believe will
allow for improved operating leverage. We believe these efforts
will partially support profitability even as pricing gains abate
and contribute to our improved assessment of Weatherford's
competitive position. Nonetheless, we do not assume margins
materially improve further in our forecast and remain near 25%
through 2025. We forecast free operating cash flow (FOCF)
generation of about $700 million in 2025, up from about $565
million in 2024 (including our adjustments).
"We anticipate the company's operating performance will benefit
from its global footprint. The company's international revenue
growth of 17.5% in the first six months of 2024 offset a 6% decline
in its North American business. We expect this trend will continue
in the near term as North American producers continue to limit
production growth amid weak natural gas prices and industry
consolidation. We believe this benefits Weatherford over less
geographically diverse competitors. We expect total revenue will
grow about 8% in 2024 and assume about 3% growth in 2025, as demand
moderates.
"We forecast continued improvement in credit measures. Weatherford
fully repaid its 2028 senior secured notes earlier this year,
leaving its capital structure primarily comprising $1.6 billion in
senior unsecured notes due 2030. With our improved view of the
company's competitive position, we now net approximately 75% of the
company's cash balance from our adjusted debt metric, assuming some
cash would be difficult to repatriate quickly. Therefore, along
with our expectation for EBITDA growth, we expect credit metrics
will improve over the next year, with funds from operations (FFO)
to debt increasing to about 75% in 2024 and 80% in 2025 (from 44%
in 2023) and debt to EBITDA decreasing to about 1.0x through 2025
(from 1.7x in 2023). We also forecast discretionary cash flow (DCF)
to debt of about 20% through 2025, incorporating our expectations
around shareholder rewards.
"We expect the company will maintain a disciplined financial policy
despite the commencement of a shareholder return program. Under the
company's recently introduced shareholder return framework,
Weatherford intends to return about 50% of its adjusted free cash
flow metric to shareholders through a combination of dividends and
share repurchases. Our base-case scenario assumes Weatherford pays
$45 million in common dividends in 2024 and $75 million in 2025,
while also spending about $150 million in share repurchases in 2024
and $300 million in 2025. However, the framework also allows the
company to retain 50% of management-adjusted free cash flow to use
for growth projects, possible acquisitions, or additional debt
repayment. We will continue to monitor how the company implements
this new framework over the next year and could raise our ratings
if, in our view, financial policy would support a higher rating.
"The positive outlook reflects our expectation that despite the
commencement of a shareholder return program, Weatherford's credit
metrics will improve over the next 12 months following the
company's debt repayment, continued operational improvements, and a
supportive international demand environment. We will continue to
monitor the company's capital allocation but expect share
repurchases and dividends will remain well within FOCF, allowing
for excess cash flow to be used for potential debt reduction. We
forecast FFO to debt will increase to around 75%-80% through 2025
from about 44% in 2023 and debt to EBITDA will decrease to about
1.0x from 1.7x over the same period. We also forecast DCF to debt
will remain about 20% through 2025."
S&P could revise its outlook to stable over the next 12 months if:
-- The company's financial policy is more aggressive than S&P's
currently anticipate;
-- DCF turns negative, likely from a greater allocation of FOCF to
shareholder rewards; or
-- Credit metrics do not improve in line with S&P's current
expectations with FFO to debt remaining below 60% or debt to EBITDA
above 1.5x on a sustained basis.
S&P could raise its ratings over the next 12 months if:
-- The company demonstrates a supportive financial policy;
-- Shareholder rewards are commensurate with S&P's expectations,
such that DCF remains positive; and
-- Credit metrics improve in line with S&P's forecast, with FFO to
debt improving well above 60% and debt to EBITDA declining below
1.5x on a sustained basis.
WEST ALLEY: James Cross Named Subchapter V Trustee
--------------------------------------------------
The U.S. Trustee for Region 14 appointed James Cross, Esq., at
Cross Law Firm, PLC as Subchapter V trustee for West Alley BBQ
Chandler, LLC.
Mr. Cross will be paid an hourly fee of $525 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Cross declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
James E. Cross, Esq.
Cross Law Firm, PLC
P.O. Box 45469
Phoenix, AZ 85064
Phone: 602-412-4422
Email: jcross@crosslawaz.com
About West Alley BBQ Chandler
West Alley BBQ Chandler, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-05958) on
July 23, 2024.
Judge Madeleine C. Wanslee oversees the case.
Alan A. Meda, Esq., at Burch & Cracchiolo, PA serves as the
Debtor's legal counsel.
WHEEL PROS: S&P Lowers ICR to 'D' Following Bankruptcy Filing
-------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Greenwood
Village, Colo.-based Wheel Pros Inc. to 'D' from 'CC'.
S&P also lowered its issue-level ratings on the company's first-in
first-out (FILO) term loan to 'D' from 'CCC', newco first-lien term
loan to 'D' from 'CC', first-lien term loan to 'D' from 'C', newco
second-lien notes to 'D' from 'C', and senior unsecured notes to
'D' from 'C'.
S&P downgraded Wheel Pros Inc. after it filed for bankruptcy under
Chapter 11 of the U.S. Bankruptcy Code. This follows a
deterioration in the company's operating performance and liquidity
driven by weaker end-markets and an unsustainable capital
structure. Wheel Pros entered into a restructuring support
agreement with a significant portion of its current lending group.
The company intends to finance its operations throughout Chapter 11
proceedings with a $110 million debtor-in-possession (DIP) facility
and $175 million asset-based debtor-in-possession (ABL DIP)
facility, subject to bankruptcy court approval. The company expects
to emerge from the court-supervised bankruptcy process in about two
months.
WHEEL PROSP: Gets Court Okay for DIP Financing
----------------------------------------------
Dorothy Ma of Bloomberg Law reports that Clearlake-backed auto-part
maker Wheel Pros, which is also known as Hoonigan, won approval
from a US Bankruptcy Court for its debtor-in-possession financing
plans on a Tuesday hearing.
According to Bloomberg Law, Judge John Dorsey approved the lending,
which includes a $110 million term loan facility to be provided by
an ad-hoc group of creditors and Strategic Value Partner, as well
as up to a $175 million revolving facility from some existing
lenders.
Wheel Pros' voting deadline will be in October and a confirmation
hearing to formally approve the reorganization plan will be held in
the same month, according to the court.
About Hoonigan
Hoonigan -- http://www.hoonigan.com/-- serves the automotive
enthusiast industry with entertaining content and a wide selection
of vehicle enhancements from its portfolio of lifestyle brands,
including Fuel Off-Road, American Racing, KMC, Morimoto, TeraFlex,
Rotiform, and Black Rhino. Utilizing its expanding global network
of distribution centers spanning North America, Australia, and
Europe, Hoonigan serves over 30,000 retailers. It has a growing
e-commerce presence to provide enthusiast consumers with access to
a variety of aftermarket enhancements including wheels, suspension,
lighting, and accessories.
Wheel Pros, LLC (d/b/a Hoonigan) and certain of its North
American-based affiliates, including Hoonigan Industries, LLC,
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
24-11939) on Sept. 8, 2024.
Kirkland & Ellis LLP and Pachulski Stang Ziehl & Jones LLP are
serving as legal counsel, Houlihan Lokey, Inc. is serving as
investment banker, Alvarez & Marsal is serving as financial
advisor, and C Street Advisory Group is serving as strategic
communications advisor to the Company. Stretto is the claims agent.
WHITTAKER CLARK: Claims vs. Brenntag Belong to Ch.11 Estate
-----------------------------------------------------------
Chief Judge Michael B. Kaplan of the United States Bankruptcy Court
for the District of New Jersey granted Whittaker, Clark & Daniels,
Inc. and its affiliates' motion for summary judgement on Counts I
and IV of the Adversary Complaint captioned as Whittaker, Clark &
Daniels, Inc. et al., Plaintiffs, v. Brenntag AG, et al.,
Defendants, Adv. Pro. No. 23-01245 (MBK) (D.N.J.).
By the complaint, the Debtors seek a determination that certain
claims brought by third parties against non-debtors in outside
litigation are property of the Debtors' estates. The Orange County
Water District and the Official Committee of Talc Claimants oppose
the Debtors' motion.
Judge Kaplan concludes that all Successor Liability Claims seek --
in some fashion -- to impute the Debtors' liability to a non-debtor
entity. According to the Court, the harms alleged and the factual
allegations necessary to establish a Successor Liability Claim --
whether it is based on "mere continuation" theory, "product line
exception," or any other legal basis -- are not unique to any one
creditor. Given the factual overlaps and identical harms alleged,
the Court concludes the Successor Liability Claims are not direct
claims under the Emoral test, no matter the theory under which they
are pursued. As a result, they are property of the estate under
Sec. 541(a)(1) and Sec. 541(a)(7) [by way of Sec. 544(a)(1)], and
at this juncture, the Debtors are the appropriate parties to bring
these claims, the Court concludes.
The Debtors filed for chapter 11 bankruptcy to address and resolve
existing and future claims alleging injuries from exposure to
products containing talc, asbestos, or chemical compounds processed
or distributed by the Debtors or their predecessors in interest.
The claims against the Debtors fall into two general categories:
(1) claims alleging injuries resulting from exposure to products
containing talc, asbestos, or chemical compounds processed or
distributed by the Debtors or their predecessors in interest; and
(2) environmental litigation claims against the Debtors relating
to the production or handling of hazardous materials which
allegedly contaminated certain properties.
As a result of this litigation, the Debtors are currently
defendants in lawsuits across more than 30 different jurisdictions.
Much of the litigation also includes claims against Brenntag North
America and its related entities which, in 2004, purchased
substantially all the Debtors' operating assets, including
indemnification rights against certain Debtors. Brenntag also
assumed certain non-asbestos and non-environmental liabilities
related to the transferred assets.
After filing their chapter 11 petition, the Debtors commenced the
adversary proceeding to address the Environmental and Asbestos
Claims. The Debtors contend that the Tort Claims involve actions
against certain non-debtor entities -- like Brenntag -- and seek to
establish those entities' liability for Tort Claims on any grounds,
including, without limitation, that the entities are successors to,
or alter egos of, the Debtors. These are the "Successor Liability
Claims." The Debtors submit that the Tort Claims, pursued as part
of the Successor Liability Claims litigation, give rise to possible
indemnification or contribution claims against the Debtors.
By way of the adversary proceeding, the Debtors seek a
determination as to whether the Successor Liability Claims are
property of the Debtors' estates, to be pursued by estate
fiduciaries on behalf of all creditors. The Debtors also ask the
Court to determine whether the claims are subject to the automatic
stay. In other words, they seek a permanent pause in the
litigations that they assert involve estate assets, or so directly
impact the estate that they should be protected by the automatic
stay. The Debtors filed their Summary Judgment Motion seeking such
relief on September 8, 2023 -- one day after the Adversary
Complaint was filed.
Shortly thereafter, the Court entered a Case Management Order,
which limited the Motion to Counts I and IV , and mostly stayed
discovery in this Adversary Proceeding pending a determination on
the Summary Judgment Motion, which was scheduled for argument on
December 5, 2024.
With respect to the type of cause of action at issue -- Tort Claims
asserted against a third-party non-debtor corporation stemming from
the alleged wrongful conduct of a debtor corporation -- the seminal
case in the Third Circuit is In re Emoral, Inc., 740 F.3d 875 (3d
2014). In that case, the trustee had settled claims described as
"belonging to the estate" with the Debtors' successor, Aaroma
Holdings LLC. When plaintiffs filed individual complaints against
Aaroma in the state court, Aaroma sought a ruling from the
bankruptcy court that those claims, in fact, belonged to the estate
and had already been resolved. The court in Emoral, thus, had to
decide whether claims by creditors against a non-debtor third-party
based on a "mere continuation" theory of successor liability under
state law were property of the estate. The Third Circuit observed
that the facts giving rise to the cause of action were not specific
to the plaintiffs, but common to all creditors. The circuit court
additionally noted that successful claims against Aaroma would
benefit all creditors. Ultimately, Aaroma had not committed
directly any wrongs against the plaintiffs, individually. Instead,
its liability arose solely due to its relationship with the actual
wrongdoer, the debtor. Accordingly, the Third Circuit concluded
that plaintiffs' claims constituted estate property and were
properly pursued by the trustee on behalf of all creditors—not
the individual plaintiffs.
The Emoral decision has been interpreted as establishing a
two-prong test. To be estate property: "(1) the claim must be one
that both existed at the commencement of the filing and that the
trustee could have asserted on his own behalf under applicable
state law; and (2) the claim must be a general one, with no
particularized injury arising from it."
The Court points out while the parties agree that Emoral provides
guidance, they disagree as to its scope and application. The
Debtors assert that, under Emoral, the Successor Liability Claims
are property of the bankruptcy estate and, summary judgment is
appropriate as to Counts I and IV of the Complaint. The Debtors
contend that all the potential Successor Liability Claims are
general to the bankruptcy estate because such theories of liability
are rooted in the corporate and contractual relationship between
the Debtor and certain non-debtor third parties, and thus do not
depend upon any facts that are unique to any particular Tort
Claimant or creditor. "Successor Liability Claims -- whether
premised on a theory of mere continuation, de facto merger, product
line, alter ego, or any other theory of indirect liability --
cannot be 'personal' to Tort Claimants because they do not seek to
redress injury that such claimants can trace directly to Brenntag .
. . ."
The Committee, on the other hand, argues that the Debtors
"mischaracterize" the ruling in Emoral, and suggest that its
holding "is limited to 'mere continuation' claims" under New Jersey
law. According to the Committee, the Debtors wrongly seek to
expand the Third Circuit's holding in Emoral to the "product line
exception" to successor liability -- something that was not
addressed in Emoral. In the Committee's view, the Successor
Liability Claims fail Emoral's two-prong test:
1. The Committee submits that a product line claim "cannot be
asserted by a corporation against its own successor" so it did not
exist under state law at the time of the filing. Specifically, the
Committee contends the Debtors are precluded by California law from
bringing successor liability claims against Brenntag. Because the
Debtors could not assert these claims under applicable state law,
the Committee reasons the California Claims fail the first prong
under Emoral.
2. The Committee asserts that a product line claim is
particularized -- not general -- and, as a result, these claims
likewise fail Emoral's second prong. Thus, the Committee asserts
that not all Successor Liability Claims, in fact, are estate
property. Finally, the Committee argues the Debtors failed to
establish the absence of material facts; therefore, the Debtors are
not entitled to summary judgment on this record.
Additionally, after inquiry by the Court, the Debtors have
supplemented their position by submitting that Sec. 544(a)(1)
provides an alternative basis to support the Debtors' efforts to
pursue Successor Liability Claims, inasmuch as (i) any hypothetical
creditor could bring successor claims
based upon traditional theories under applicable state law, and
(ii) successor claims premised upon the product line theory
"factually overlap with, and seek to remedy the same harm as, all
other successor claims."
The Court firmly believes the Debtors offer the correct application
of Emoral to the present dispute. The Court notes in this case, as
in Emoral, the Successor Liability Claims are general to the
Debtors' estates by their very nature, as they seek to hold
non-debtor entities indirectly liable for the Debtors' tort
liabilities, rather than remedy a harm that a Tort Claimant or
creditor can directly trace to a non-debtor third party. There can
be little dispute that the bulk of the claims fall within the
parameters of estate property under Sec. 541(a)(1). The more
challenging inquiry, by far, is whether the claims not expressly
considered in Emoral can or should be seen through the same lens.
In answering the inquiry in the affirmative, the Court takes a step
back and observes that the issue at the heart of this dispute is
whether the Successor Liability Claims constitute estate property
as defined under the Bankruptcy Code. The parties -- like the Third
Circuit in Emoral -- focus on whether the Successor Liability
Claims are estate property under Sec. 541(a)(1), which broadly
defines property of the estate as "all legal or equitable interests
of the debtor in property as of the commencement of the case."
However, property of the estate also encompasses interests defined
in Sec. 541(a)(7) of the Bankruptcy Code, which includes "[a]ny
interest in property that the estate acquires after the
commencement of the case."
In sum, to the extent the Debtors possess the right and capacity to
pursue recoveries, post-petition, under other Bankruptcy Code
provisions, such as Sec. 544(a), these claims constitute estate
assets to be litigated, settled or otherwise resolved by estate
fiduciaries, subject to court-approval after notice and a hearing,
the Court finds.
The Successor Liability Claims at issue in this case include
product line claims against Brenntag based on its acquisition of
the Debtors' assets. The Committee contends that claims premised on
this theory are "undisputedly direct claims under Emoral" because
"they (i) are predicated upon individualized harm suffered by each
claimant; (ii) cannot be asserted by a corporation against its own
successor; and (iii) are specific to Asbestos Claimants and cannot
be brought by all of the Debtors' creditors."
The Debtors concede that these product line claims "are not held by
every (or even practically every) hypothetical creditor who extends
credit to the debtor. Rather, they are held only by those creditors
who are injured by products manufactured by the debtor."
Accordingly, the claims appear particularized or direct and, as
such, arguably would belong to the creditors. However, all
Successor Liability Claims -- including the product line exception
claims -- seek, at their core, to hold a non-debtor entity liable
for the Debtors' tort liabilities. The harms alleged cannot be
traced directly to Brenntag or any other non-debtor third party --
no matter the theory of liability utilized. And although the
product line claims are pleaded in a manner that renders them
unique to only those plaintiffs who were injured by the product at
issue, they are premised on the same set of facts as any other
theory of successor liability asserted. According to the Court, in
this respect, they are consistent with all successor liability
claims in that a target successor's liability is not grounded upon
the underlying injury and the predecessor's activities which
created the harm, but rather the subsequent acquisition of assets
by the successor and its ensuing operations.
In this case, the product line claims are bottomed on the fact that
a successor continued to manufacture Debtors' product line. The
harms alleged in the product line claims are, thus, the same harms
alleged in the Successor Liability Claims premised on other
theories of liability: all allege that Debtors' product caused
injuries. Significantly, the facts underlying these claims are
available to all creditors.
In sum, all Successor Liability Claims seek -- in some fashion --
to impute Debtors' liability to a non-debtor entity, the Court
states. According to the Court, the harms alleged and the factual
allegations necessary to establish a Successor Liability Claim --
whether it is based on "mere continuation" theory, "product line
exception," or any other legal basis -- are not unique to any one
creditor. Given the factual overlaps and identical harms alleged,
the Court concludes that the Successor Liability Claims are not
direct claims under the Emoral test, no matter the theory under
which they are pursued. As a result, they are property of the
estate under Sec. 541(a)(1) and Sec. 541(a)(7) [by way of Sec.
544(a)(1)], and at this juncture, the Debtors are the appropriate
parties to bring these claims, the Court concludes.
Accordingly, Debtors are entitled to summary judgment on Counts I
and IV of the Complaint, the Court holds.
A copy of the Court's decision dated August 13, 2024, is available
at https://urlcurt.com/u?l=CiG4Cg
About Whittaker, Clark & Daniels
Whittaker, Clark & Daniels, Inc. and affiliates, Brilliant National
Services Inc., Soco West Inc. and L.A. Terminals Inc., were engaged
in nonmetallic mineral mining and quarrying.
The Debtors sought Chapter 11 protection (Bankr. D.N.J. Lead Case
No. 23-13575) on April 26, 2023. The Debtors estimated $100 million
to $500 million in assets against $1 billion to $10 billion in
liabilities as of the bankruptcy filing.
The Hon. Michael B. Kaplan is the case judge.
The Debtors tapped Kirkland & Ellis LLP as general bankruptcy
counsel; Cole Schotz P.C. as co-bankruptcy counsel; and M3 Partners
LLC as financial advisor. Stretto, Inc. is the claims agent.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent talc claimants in the Debtors' Chapter 11
cases. The talc committee is represented by Cooley, LLP.
The Hon. Shelley Chapman was appointed as the future claimants'
representative (FCR) in the Chapter 11 cases. Willkie Farr &
Gallagher, LLP is the FCR's counsel.
WOOF INTERMEDIATE: S&P Downgrades ICR to 'CCC' on Default Risk
--------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
Woof Intermediate Inc.'s (operating as Wellness Pet) to 'CCC' from
'CCC+'. Concurrently, S&P lowered its issue-level rating on its
$889 million first-lien term loan to 'CCC' from 'CCC+'. S&P also
lowered its issue-level rating on the company's $235 million
second-lien term loan to 'CC' from 'CCC-'. The recovery ratings on
the debt remain '3' and '6', respectively.
The negative outlook reflects the potential for a lower rating if
S&P believes a default appears to be inevitable in the subsequent
six months.
The downgrade reflects Wellness Pet's deteriorating operating
performance, heightened refinancing risk, and potential debt
restructuring. S&P believes Wellness Pet's liquidity position
remains constrained due to deteriorating operating performance and
the upcoming maturity of its ABL. Availability under the company's
ABL (incorporating its covenant constraint) declined to $82 million
at the end of the second quarter of fiscal 2024 from $122 million
in July 2023 (after the company repaid ABL balances through an
incremental term loan). While the company received about $57.5
million of gross proceeds from the divestiture of its Mishawaka
manufacturing facility in June, almost of all of these funds are
being held at an unrestricted subsidiary.
S&P said, "We believe a near-term liquidity shortfall is possible
because we expect the company to continue burning cash over the
next few quarters. In addition, the company has not yet extended
the maturity of its ABL that is set to mature in December 2025. We
believe refinancing risk is high given $36 million of outstanding
balance on its ABL, our forecast for continued negative FOCF, very
high leverage levels, and volatile market conditions."
Moreover, the company's debt is trading at very distressed levels
of approximately 68 cents on the dollar for the secured first-lien
facilities and approximately 49 cents on the dollar for the
second-lien term loan, which could give the company an incentive to
restructure its debt in a transaction where lenders receive less
than they were originally promised, including a subpar exchange,
which S&P could view as tantamount to a default under our
criteria.
Wellness Pet is working to offset sales declines through cost
reductions but weaker demand and the high interest rate environment
will continue to weigh on profitability and cash flow. Wellness
Pet's S&P Global Ratings-adjusted sales declined by 10% in the
second quarter of 2024 driven by continued volume declines across
all categories because of market share losses to lower-priced
competitors at national pet retail customers, higher consumer price
elasticity, lower demand for premium wet cat offerings and treats
and negative mix effects within its portfolio. Although the company
maintained its gross margin profile due to favorable commodity
prices, S&P Global Ratings-adjusted EBITDA margin declined sharply
by 840 basis points in the second quarter compared with the same
period the previous year due to higher advertising and promotional
spending. The company has worked to reduce variable costs such as
direct labor and materials and achieve higher operating
efficiencies in its manufacturing facilities supported by the
divestiture of its Mishawaka dry kibble facility.
S&P said, "We expect demand to remain weak over the next few
quarters, leading to sales declines of about 4% and S&P Global
Ratings-adjusted EBITDA margin of about 14.5% in fiscal 2024
compared with 18.5% EBITDA margin in fiscal 2023. Meanwhile, high
interest expenses have also been a drag on the company's cash flow.
The company's S&P Global Ratings-adjusted EBITDA to interest
coverage ratio remained significantly depressed at 0.6x for the
12-months-ended June 29, 2024, a level that is also unsustainable.
During the first six months of 2024, Wellness Pet reported FOCF
deficit of $45 million. We forecast an FOCF deficit of about $50
million for fiscal 2024 and about $40 million in fiscal 2025 as
some of the working capital improvements achieved in 2024 unwind in
fiscal 2025, partly offset by higher profitability. At the same
time, we project its S&P Global Ratings-adjusted leverage to remain
in the low- to mid-teens area in fiscals 2024 and 2025.
The negative outlook reflects the possibility that we could lower
our ratings if a default appears to be inevitable within the
subsequent six months."
S&P could lower the ratings if:
-- The company is unable to extend the maturity of its ABL
revolver or liquidity deteriorates further;
-- S&P expects the company to pursue a distressed debt exchange,
subpar repurchase, or other form of restructuring that it could
consider a default under its criteria; and
-- The company does not slow the rate of revenue and EBITDA
decline, leading to continued performance shortfall and higher cash
burn.
S&P could take a positive action if:
-- Wellness Pet successfully refinances its near-term debt
maturities with manageable terms such that it does not further
deplete its cash flows significantly; and
-- The company's operating performance improves leading to cash
flow and liquidity improvements, lessening the chance of a debt
restructuring or default.
WYNN RESORTS: S&P Rates New $800MM Senior Unsecured Notes 'BB-'
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '3'
recovery rating to Wynn Resorts Finance LLC's (WRF) proposed $800
million senior unsecured notes due 2033. The '3' recovery rating
indicates S&P's expectation of meaningful (capped at 50%-70%;
rounded estimate: 65%) recovery for note holders in the event of a
payment default. WRF is a subsidiary of Wynn Resorts Ltd. Wynn
intends to use proceeds from the proposed notes to repay its $600
million of Wynn Las Vegas notes due 2025, to pay related fees and
expenses and for general corporate purposes, which may include
covering all or a portion of the $130 million forfeiture under the
non-prosecution agreement reached with the Securities and Exchange
Commission last week.
The proposed financing transaction is largely debt-for-debt so it
does not impact our 'BB-' issuer credit ratings on WRF and parent
Wynn Resorts. The transaction does extend Wynn's maturity profile
and is another step to simplifying the company's capital structure
by consolidating its U.S. debt issues at WRF. Wynn previously
redeemed $800 million of its Wynn Las Vegas notes due 2025 with
proceeds from a $400 million WRF senior notes add-on and cash on
its balance sheet.
ISSUE RATINGS-RECOVERY ANALYSIS
Key analytical factors
-- S&P assigned its 'BB-' issue-level rating and '3' recovery
rating to WRF's proposed $800 million senior notes. The '3'
recovery rating indicates its expectation of meaningful (capped at
65%) recovery for noteholders in the event of a default.
-- While S&P's estimated 70%-90% recovery on WRF's unsecured notes
would indicate a '2' recovery rating, it caps its recovery ratings
on the unsecured debt of issuers S&P rates in the 'BB' category at
'3' (50%-70%). This cap reflects that these creditors' recovery
prospects are at greater risk of impairment by the issuance of
additional priority or pari passu debt before default.
-- S&P's issue-level rating on WRF's secured debt remains 'BB+'.
The '1' recovery rating indicates its expectation of very high
(90%-100%; rounded estimate: 95%) recovery for lenders in the event
of a default.
-- S&P's 'BB-' issue-level rating on WLV's senior notes is
unchanged. The '3' recovery rating indicates its expectation of
meaningful (50%-70%; rounded estimate: 65%) recovery for
noteholders in the event of a default.
-- S&P's simulated default scenario for WRF contemplates a payment
default in 2028 (in line with its average four-year default
assumption for 'BB-' rated credits) reflecting some combination of
the following factors: a severe and prolonged global recession that
impairs cash flow across its portfolio of properties, increased
competitive pressures from other casinos on the Las Vegas Strip and
in the northeast U.S., increased borrowing for potential
large-scale development projects, and a reduced ability to
distribute cash out of Wynn Macau.
-- S&P's emergence EBITDA of about $550 million is generated by
WRF's Las Vegas casinos, Encore Boston Harbor, and a modest
dividend from Wynn Macau and incorporates significant cyclicality
in the Las Vegas market and the high quality of Wynn's assets.
-- WRF's lenders benefit from the inclusion of a pledge of its
share (72%) of future dividends from non-guarantor subsidiary Wynn
Macau. Generally, Wynn Macau is less leveraged than WRF. S&P said,
"In our WRF simulated default scenario, we assume Wynn Macau's cash
flow has recovered enough that the entity would be able to pay a
modest level of dividends. Therefore, we have incorporated this in
our WRF emergence EBITDA."
-- S&P uses a 7.5x emergence multiple to value WRF, which is 1x
higher than its average multiple for the leisure industry, because
of Wynn's very-high-quality Las Vegas and Massachusetts assets.
-- WRF's $750 million revolving credit facility is 85% drawn at
default.
-- WRF's secured lenders benefit from a security pledge of up to
15% of Wynn Las Vegas's total assets. S&P said, "However, our
estimate of WRF's emergence valuation is sufficient to fully
satisfy WRF's secured debt claims. Therefore, we do not allocate
15% of our gross enterprise value for Wynn Las Vegas to WRF's
secured lenders." That value is therefore available to WRF's and
Wynn Las Vegas' unsecured creditors.
-- WRF's unsecured noteholders benefit from an unsecured guarantee
from Wynn Las Vegas that provides them with a pari passu claim
against the Wynn Las Vegas value. Therefore, S&P allocates its
estimate of Wynn Las Vegas' value on a pro rata basis between the
Wynn Las Vegas claims and WRF unsecured claims.
-- Because WRF's secured creditors are overcollateralized based on
S&P's emergence valuation, WRF's unsecured noteholders would
benefit from excess value after the satisfaction of the secured
claims. Wynn Las Vegas' creditors do not benefit from any residual
value because WRF does not guarantee Wynn Las Vegas' debt
obligations. Because of this, the recovery prospects for WRF's
unsecured noteholders are higher than for Wynn Las Vegas'
noteholders, although the difference is not sufficient to support a
higher recovery rating because S&P caps its recovery rating on
WRF's unsecured debt.
Simulated default assumptions
-- Year of default: 2028
-- EBITDA at emergence: About $550 million
-- EBITDA multiple: 7.5x
Simplified waterfall
-- Gross recovery value: $4.1 billion
-- Net recovery value after administrative expenses (5%): $3.9
billion
-- WRF/Wynn Las Vegas valuation split: 37%/63%
-- Value available for WRF secured claims: $1.5 billion
-- Estimated WRF secured claims: $1.3 billion
--Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Residual value available for WRF unsecured claims: $140
million
-- Pro rata share of Wynn Las Vegas value: $1.8 billion
-- Total value available to WRF unsecured claims: $2 billion
-- Estimated senior unsecured claims: $2.6 billion
--Recovery expectations: Capped at 50%-70% (rounded estimate:
65%)
-- Value available for Wynn Las Vegas senior notes claims: $630
million
-- Estimated Wynn Las Vegas senior notes claims: $903 million
--Recovery expectations: 50%-70% (rounded estimate: 65%)
Note: All debt amounts include six months of prepetition interest.
[*] 10 Restaurant Chains That Filed for Bankruptcy in 2024
----------------------------------------------------------
Amelia Lucas of CNBC reports that at least 10 restaurant chains,
not including multi-unit franchisees, have filed for bankruptcy in
2024. August alone brought three Chapter 11 filings from notable
eateries. The increase in bankruptcies comes as diners pull back
their spending, labor costs keep rising and Covid-era government
help disappears.
Several more restaurant chains could file for bankruptcy before the
end of the year. BurgerFi, which also owns Anthony's Coal Fired
Pizza & Wings, said in a regulatory filing in mid-August that there
is "substantial doubt" about the company's ability to operate.
Others, such as Mod Pizza, have narrowly avoided bankruptcy through
a last-minute sale.
Restaurants are not the only companies seeking bankruptcy
protection as high interest rates weigh on businesses. Chapter 11
filings have climbed 49% this year as of Aug. 20, according to
BankruptcyWatch. Mall retailer Express, nursing home chain LaVie
Care Centers and Joann Fabrics and Crafts are among the companies
that have filed for bankruptcy protection this year.
Here are the 10 notable restaurant chains that filed for bankruptcy
protection in 2024:
* Roti
Mediterranean fast-casual chain Roti filed for Chapter 11
bankruptcy protection on Aug. 23. The company said it is working
with its landlords and suppliers to keep its 22 locations open
while it searches for a new buyer or investors.
The company began struggling during the Covid-19 pandemic because
roughly half its locations were in downtown business districts, CEO
Justin Seamonds said in a statement at the time of the bankruptcy
filing. New investors helped it hold on, but the recent downturn in
consumer spending led to insolvency.
Roti had raised $58 million as of June, according to Pitchbook.
* Buca di Beppo
Buca di Beppo declared bankruptcy on Aug. 5. The Italian American
chain is keeping 44 of its locations open while it restructures,
and plans to open another restaurant, too.
The company blamed its financial difficulties on rising costs and
labor challenges, according to court filings.
Buca di Beppo was founded in 1993 and sold to Planet Hollywood in
2008, following an accounting scandal involving some of its top
executives.
* World of Beer
Tavern chain World of Beer filed for bankruptcy protection on Aug.
2. The company blamed high interest rates, inflation and a slow
return to pre-pandemic dining habits.
World of Beer plans to restructure and end leases at
underperforming locations through bankruptcy.
The company was founded in 2007, when craft beer popularity was
soaring. These days, craft beer sales have fallen as consumers
broadly drink less.
* Rubio's
Rubio's Restaurants filed for Chapter 11 bankruptcy protection in
June. The fast-casual chain, known for its fish tacos, had 86
locations at the time across California, Nevada and Arizona.
The company said rising food and utility costs, the shift to hybrid
work cutting lunchtime traffic and minimum wage hikes in California
put too much pressure on some of its restaurants.
In April, California raised its minimum wage for fast-food workers
at chains with more than 60 locations to $20 an hour. Several days
before it filed for bankruptcy, Rubio’s closed 48 underperforming
restaurants in California.
In August, Rubio's agreed to a sale to an affiliate of TREW
Capital, one of its lenders.
The restaurant company previously filed for Chapter 11 bankruptcy
in 2020.
* Melt Bar & Grilled
In June, the Cleveland-based chain said it was struggling to pay
its vendors and landlords. It turned to Chapter 11 to save the
business.
The company, known for its grilled cheese sandwiches and craft beer
offerings, was founded in 2006. It had 14 locations at its peak,
but its footprint had dwindled to four restaurants by the time of
its bankruptcy filing.
* Kuma's Corner
Kuma Holdings, the parent company of Kuma's Corner, filed for
bankruptcy protection in June.
The midwestern burger chain opened its first location in 2005,
setting itself apart from the competition with its metal- and
punk-themed menu items.
* Red Lobster
Seafood giant Red Lobster filed for bankruptcy protection in May,
citing a "difficult macroeconomic environment, a bloated and
underperforming restaurant footprint, failed or ill-advised
strategic initiatives, and increased competition."
One scapegoat for its insolvency was its disastrous "endless
shrimp" promotion in 2023. But a less-obvious culprit was a
lease-back agreement made under a prior owner that made Red
Lobster's leases too expensive, especially as sales fell.
On Tuesday, the investment group buying Red Lobster tapped former
P.F. Chang's CEO Damola Adamolekun as the company's next leader if
it exits Chapter 11 successfully.
* Tijuana Flats
In April, Tijuana Flats announced new ownership, a Chapter 11
bankruptcy filing and the closure of 11 restaurants in a single
press release.
AUA Private Equity Partners sold the fast-casual Tex-Mex chain to
Flatheads LLC as part of the restaurant company’s restructuring.
The chain was founded in 1995.
* Sticky's Finger Joint
Chicken-tender chain Sticky's Finger Joint also declared bankruptcy
in April. Rising commodity costs, the hangover from the pandemic
and legal expenses from a trademark case brought by rival Sticky
Fingers led the company to restructure.
Sticky's was founded in 2012. By 2023, it had annual sales of $22
million, according to a court filing.
* Boxer Ramen
The Portland, Oregon ramen chain filed for Chapter 11 bankruptcy
protection in February. In late April, it abruptly closed all four
of its locations, more than a decade after the chain's founding.
[^] Hilco's Sprayregen Named 2024 Harvey R. Miller Awardee
----------------------------------------------------------
James HM "Jamie" Sprayregen is this year's recipient of the Harvey
R. Miller Outstanding Achievement Award for Service to the
Restructuring Industry.
Mr. Sprayregen currently serves as Vice Chairman at Hilco Global.
As a key advisor and strategic growth partner to CEO Jeffrey
Hecktman, he shares oversight of the firm's expanding financial
services platform with other executive leaders. Hilco acts as a
principal, lender and advisor.
Mr. Sprayregen is a highly regarded dealmaker and thought leader in
restructuring, corporate reorganization, and M&A. He founded
Kirkland and Ellis' worldwide Restructuring Group, building it from
inception in 1990 to become the premier restructuring group
globally. As a partner at Kirkland & Ellis, he served on the law
firm's worldwide management committee from 2003-2006 and 2009-2019.
He joined Goldman Sachs in 2006 as co-head of its Restructuring
Group, advising clients in distressed situations, and rejoined
Kirkland three years later.
Described as "a legend in the bankruptcy space" and "one of the
United States' most sought-after bankruptcy attorneys," Mr.
Sprayregen has led some of the most complex Chapter 11 filings in
recent history.
Mr. Sprayregen received his J.D., cum laude, from the University of
Illinois College of Law and his B.A., cum laude, from the
University of Michigan.
Each year, Beard Group, Inc. presents the Harvey R. Miller
Outstanding Achievement Award for Service to the Restructuring
Industry to a deserving individual in the corporate restructuring
community. Beard Group, Inc.'s editorial team selects the
individual from a lengthy list of candidates known for reshaping
the industry.
Mr. Miller was the first to receive the award in 2001. Each year,
Beard Group's editorial team seeks to honor a well-known industry
leader with long ties to the restructuring community when
presenting the award at the annual Distressed Investing
Conference.
Mr. Miller was a renowned bankruptcy attorney and partner at the
firm of Weil, Gotshal, & Manges. Mr. Miller joined the firm in
1969. Mr. Miller is often credited with making the bankruptcy
practice and was involved in major cases throughout his career,
including, Texaco, WorldCom, Enron, Eastern Airlines, Continental
Airlines and R. H. Macy. Mr. Miller taught at major institutions,
including his alma mater, Columbia Law School and received many
accolades during his distinguished career.
Mr. Miller passed away in 2015. Beard Group, Inc. continues the
tradition of honoring the legacy of Harvey Miller with the
presentation of this award named in his honor.
Victor Khosla of Strategic Value Partners was the recipient of this
Award in 2023.
Please join us in congratulating Mr. Sprayregen at the 31st
Distressed Investing Conference to be held in-person Wed., Dec. 4,
2024, at The Harmonie Club, New York City. Registration is now
open. Kindly visit https://www.distressedinvestingconference.com/
for more information or contact Will Etchison, Conference
Producer, at Tel: 305-707-7493 or will@beardgroup.com
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Chapin Team, LLC
Bankr. E.D. Ark. Case No. 24-12873
Chapter 11 Petition filed September 3, 2024
See
https://www.pacermonitor.com/view/XTFJHPY/Chapin_Team_LLC__arebke-24-12873__0001.0.pdf?mcid=tGE4TAMA
represented by: James E. Smith, Esq.
BARBER LAW FIRM, PLLC
E-mail: mhodge@barberlawfirm.com
In re Thomas Chapin
Bankr. E.D. Ark. Case No. 24-12876
Chapter 11 Petition filed September 3, 2024
represented by: James Smith, Esq.
In re Ultra Properties, PM, LLC
Bankr. E.D. Ark. Case No. 24-12875
Chapter 11 Petition filed September 3, 2024
See
https://www.pacermonitor.com/view/RBFOE6A/Ultra_Properties_PM_LLC__arebke-24-12875__0001.0.pdf?mcid=tGE4TAMA
represented by: James E. Smith, Esq.
BARBER LAW FIRM, PLLC
E-mail: mhodge@barberlawfirm.com
In re Rameses Tutmose Johnson
Bankr. N.D. Cal. Case No. 24-30657
Chapter 11 Petition filed September 3, 2024
represented by: Marc Voisenat, Esq.
In re Candace J. Resnick
Bankr. D. Colo. Case No. 24-15158
Chapter 11 Petition filed September 3, 2024
represented by: Keri Riley, Esq.
KUTNER BRINEN DICKEY RILEY, P.C.
In re Judith Delus Montgomery
Bankr. N.D. Ga. Case No. 24-59243
Chapter 11 Petition filed September 3, 2024
represented by: Angelyn M. Wright, Esq.
THE WRIGHT LAW ALLIANCE, P.C.
In re Premier Property Management Pros LLC
Bankr. N.D. Ga. Case No. 24-59244
Chapter 11 Petition filed September 3, 2024
See
https://www.pacermonitor.com/view/N4HTNFI/Premier_Property_Management_Pros__ganbke-24-59244__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Beach Buggy Holdings Corp.
Bankr. N.D. Ill. Case No. 24-13021
Chapter 11 Petition filed September 3, 2024
See
https://www.pacermonitor.com/view/AGCMA5I/Beach_Buggy_Holdings_Corp__ilnbke-24-13021__0001.0.pdf?mcid=tGE4TAMA
represented by: Gregory K. Stern, Esq.
GREGORY K. STERN, P.C.
E-mail: greg@gregstern.com
In re Tracy Lee Hurst-Castl
Bankr. D. Nev. Case No. 24-14610
Chapter 11 Petition filed September 3, 2024
In re 265 Laurel Avenue, LLC
Bankr. D.N.J. Case No. 24-18730
Chapter 11 Petition filed September 3, 2024
See
https://www.pacermonitor.com/view/7UO3TII/265_Laurel_Avenue_LLC__njbke-24-18730__0001.0.pdf?mcid=tGE4TAMA
represented by: Geoffrey P. Neumann Esq.
BROEGE, NEUMANN, FISCHER & SHAVER LLC
E-mail: geoff.neumann@gmail.com
In re 527 Almonesson, LLC
Bankr. D.N.J. Case No. 24-18721
Chapter 11 Petition filed September 3, 2024
See
https://www.pacermonitor.com/view/NBZXI6Q/527_Almonesson_LLC__njbke-24-18721__0001.0.pdf?mcid=tGE4TAMA
represented by: Paul J. Winterhalter, Esq.
OFFIT KURMAN, P.A.
E-mail: pwinterhalter@offitkurman.com
In re 2370 Forest LLC
Bankr. D.N.J. Case No. 24-18725
Chapter 11 Petition filed September 3, 2024
See
https://www.pacermonitor.com/view/EUK7XXA/2370_Forest_LLC__njbke-24-18725__0001.0.pdf?mcid=tGE4TAMA
represented by: Timothy Neumann, Esq.
BROEGE NEUMANN FISCHER SHAVER LLC
E-mail: timothy.neumann25@gmail.com
In re Seeta Arjun
Bankr. D.N.J. Case No. 24-18726
Chapter 11 Petition filed September 3, 2024
represented by: David Kasen, Esq.
In re Michael Israel LLC
Bankr. E.D.N.Y. Case No. 24-43638
Chapter 11 Petition filed September 3, 2024
See
https://www.pacermonitor.com/view/5LC65HQ/Michael_Israel_LLC__nyebke-24-43638__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re C & R Property and Cleaning Services
Bankr. N.D. Ohio Case No. 24-13549
Chapter 11 Petition filed September 3, 2024
See
https://www.pacermonitor.com/view/NUSPOOQ/C__R_Property_and_Cleaning_Services__ohnbke-24-13549__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Alan Christopher Redmond
Bankr. E.D. Pa. Case No. 24-13093
Chapter 11 Petition filed September 3, 2024
represented by: Keith B., Esq.
In re EGM Maintenance Group, Corp.
Bankr. D.P.R. Case No. 24-03720
Chapter 11 Petition filed September 3, 2024
See
https://www.pacermonitor.com/view/E3EEW4Q/EGM_MAINTENANCE_GROUP_CORP__prbke-24-03720__0001.0.pdf?mcid=tGE4TAMA
represented by: Carlos Alberto Ruiz, Esq.
LCDO. CARLOS ALBERTO RUIZ, CSP
E-mail:
carlosalbertoruizquiebras@gmail.com
In re Carmen D Paiz
Bankr. S.D. Tex. Case No. 24-34109
Chapter 11 Petition filed September 3, 2024
Filed Pro Se
In re Shaw JacobsMeyer Crain and Claffey PC
Bankr. N.D. Cal. Case No. 24-41360
Chapter 11 Petition filed September 4, 2024
See
https://www.pacermonitor.com/view/B4INRVA/Shaw_JacobsMeyer_Crain_and_Claffey__canbke-24-41360__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael Crain, Esq.
LAW OFFICE OF MICHAEL CRAIN
E-mail: michaelcrain@shawlaw.org
In re Edward Stuart Tuft
Bankr. D. Colo. Case No. 24-15179
Chapter 11 Petition filed September 4, 2024
represented by: Jonathan Dickey, Esq.
KUTNER BRINEN DICKEY RILEY, P.C.
In re Perkins Compounding Pharmacy Inc
Bankr. S.D. Fla. Case No. 24-19058
Chapter 11 Petition filed September 4, 2024
See
https://www.pacermonitor.com/view/ENDR7FI/Perkins_Compounding_Pharmacy_Inc__flsbke-24-19058__0001.0.pdf?mcid=tGE4TAMA
represented by: Julianne Frank, Esq.
JULIANNE FRANK P.A.
E-mail: julianne@jrfesq.com
In re HMG, LLC
Bankr. N.D. Ga. Case No. 24-59336
Chapter 11 Petition filed September 4, 2024
See
https://www.pacermonitor.com/view/APU53EQ/HMG_LLC__ganbke-24-59336__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Mary Stephanie Schwarz
Bankr. N.D. Ill. Case No. 24-13074
Chapter 11 Petition filed September 4, 2024
represented by: Gregory Stern, Esq.
In re 306 21st St, LLC
Bankr. E.D.N.Y. Case No. 24-43661
Chapter 11 Petition filed September 4, 2024
See
https://www.pacermonitor.com/view/PLUPF3Q/306_21ST_ST_LLC__nyebke-24-43661__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael W. Holland, Esq.
LAW OFFICE OF MICHAEL W. HOLLAND
E-mail: mwh@michaelhollandlaw.com
In re 579 Franklin Corp
Bankr. E.D.N.Y. Case No. 24-43643
Chapter 11 Petition filed September 4, 2024
See
https://www.pacermonitor.com/view/N7XLN4Q/579_Franklin_Corp__nyebke-24-43643__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Maria Bourne Estate
Bankr. E.D.N.Y. Case No. 24-43678
Chapter 11 Petition filed Sept. 4, 2024
In re Jason Gellatly
Bankr. D. Conn. Case No. 24-30814
Chapter 11 Petition filed September 5, 2024
In re Shorter Transport, LLC
Bankr. N.D. Fla. Case No. 24-40373
Chapter 11 Petition filed September 5, 2024
See
https://www.pacermonitor.com/view/C3SD6WQ/Shorter_Transport_LLC__flnbke-24-40373__0001.0.pdf?mcid=tGE4TAMA
represented by: India Footman, Esq.
FOOTMAN LAW FIRM, P.A.
E-mail: indiafootman@footmanlaw.com
In re Gene Monaco
Bankr. S.D. Fla. Case No. 24-19117
Chapter 11 Petition filed September 5, 2024
represented by: Joe Grant, Esq.
In re The Academy of Knowledge Learning Center, Inc.
Bankr. S.D. Fla. Case No. 24-19093
Chapter 11 Petition filed September 5, 2024
See
https://www.pacermonitor.com/view/BHBBUOY/THE_ACADEMY_OF_KNOWLEDGE_LEARNING__flsbke-24-19093__0001.0.pdf?mcid=tGE4TAMA
represented by: Ariel Sagre, Esq.
SAGRE LAW FIRM, P.A.
E-mail: law@sagrelawfirm.com
In re Cagle Construction, LLC
Bankr. W.D. La. Case No. 24-50769
Chapter 11 Petition filed September 5, 2024
See
https://www.pacermonitor.com/view/7BYW6LQ/Cagle_Construction_LLC__lawbke-24-50769__0001.0.pdf?mcid=tGE4TAMA
represented by: Tom St. Germain, Esq.
WEINSTEIN & ST. GERMAIN
In re Hailyn Investments 2, LLC
Bankr. W.D. La. Case No. 24-50768
Chapter 11 Petition filed September 5, 2024
See
https://www.pacermonitor.com/view/NB36MQI/Hailyn_Investments_2_LLC__lawbke-24-50768__0001.0.pdf?mcid=tGE4TAMA
represented by: Tom St. Germain, Esq.
WEINSTEIN & ST. GERMAIN
In re MPGF, Inc.
Bankr. D. Minn. Case No. 24-42399
Chapter 11 Petition filed September 5, 2024
See
https://www.pacermonitor.com/view/4RNI5PY/MPGF_Inc__mnbke-24-42399__0001.0.pdf?mcid=tGE4TAMA
represented by: Ronald Walsh, Esq.
WALSH LAW
E-mail: ron@walshlawmn.com
In re Richmond 100 St LLC
Bankr. E.D.N.Y. Case No. 24-43689
Chapter 11 Petition filed September 5, 2024
See
https://www.pacermonitor.com/view/554ZNTY/Richmond_100_St_LLC__nyebke-24-43689__0001.0.pdf?mcid=tGE4TAMA
represented by: Avinoam Y. Rosenfeld, Esq.
THE ROSENFELD LAW OFFICE
E-mail: avijrosenfeld@aol.com
In re Steven Ballin
Bankr. E.D.N.Y. Case No. 24-73423
Chapter 11 Petition filed September 5, 2024
represented by: Heath S Berger, Esq.
In re Fraleg Kusciuszko Corp
Bankr. E.D.N.Y. Case No. 24-43670
Chapter 11 Petition filed September 5, 2024
See
https://www.pacermonitor.com/view/7ZVYTDQ/Fraleg_Kusciuszko_Corp__nyebke-24-43670__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Nathalie Beauty Salon of NY Corp
Bankr. S.D.N.Y. Case No. 24-11537
Chapter 11 Petition filed September 5, 2024
See
https://www.pacermonitor.com/view/GOKUS7Y/Nathalie_Beauty_Salon_of_NY_Corp__nysbke-24-11537__0001.0.pdf?mcid=tGE4TAMA
represented by: Julio E. Portilla, Esq.
JULIO E. PORTILLA
E-mail: jp@julioportillalaw.com
In re Seyed Jafar Jafari and Sanaz Siadatan
Bankr. C.D. Cal. Case No. 24-11476
Chapter 11 Petition filed September 6, 2024
represented by: Nicholas Nassif, Esq.
In re Tamera D Ramirez
Bankr. C.D. Cal. Case No. 24-15288
Chapter 11 Petition filed September 6, 2024
In re Smart Axe, Inc.
Bankr. E.D. Cal. Case No. 24-24009
Chapter 11 Petition filed September 6, 2024
See
https://www.pacermonitor.com/view/HFVXYEY/Smart_Axe_Inc__caebke-24-24009__0001.0.pdf?mcid=tGE4TAMA
represented by: Stephen Reynolds, Esq.
REYNOLDS LAW CORPORATION
E-mail: sreynolds@lr-law.net
In re Blackduck, Inc.
Bankr. N.D. Ill. Case No. 24-13171
Chapter 11 Petition filed September 6, 2024
See
https://www.pacermonitor.com/view/CHCLBUY/Blackduck_Inc__ilnbke-24-13171__0001.0.pdf?mcid=tGE4TAMA
represented by: Gregory K. Stern, Esq.
GREGORY K. STERN, P.C.
E-mail: greg@gregstern.com
In re ReEnergize USA, LLC
Bankr. N.D. Ind. Case No. 24-21695
Chapter 11 Petition filed September 6, 2024
See
https://www.pacermonitor.com/view/XHHC6DI/ReEnergize_USA_LLC__innbke-24-21695__0001.0.pdf?mcid=tGE4TAMA
represented by: Laxmi P. Sarathy, Esq.
KLEIN, DADAY, ARETOS & O'DONOGHUE, LLC
E-mail: kdaonotices@kdaolaw.com
In re NikoPat & Associates, Inc.
Bankr. D. Md. Case No. 24-17524
Chapter 11 Petition filed September 6, 2024
See
https://www.pacermonitor.com/view/F6JI6NY/NikoPat__Associates_Inc__mdbke-24-17524__0001.0.pdf?mcid=tGE4TAMA
represented by: Charles Iweanoge, Esq.
THE IWEANOGES' FIRM, PC
E-mail: cci@iweanogesfirm.com
In re Advanced Vape Shop LLC
Bankr. D.N.J. Case No. 24-18842
Chapter 11 Petition filed September 6, 2024
See
https://www.pacermonitor.com/view/XMOBOCA/Advanced_Vape_Shop_LLC__njbke-24-18842__0001.0.pdf?mcid=tGE4TAMA
represented by: Steven J. Abelson, Esq.
ABELSON LAW OFFICES
In re 12033 LLC
Bankr. E.D.N.Y. Case No. 24-43694
Chapter 11 Petition filed September 6, 2024
See
https://www.pacermonitor.com/view/CR62QMI/12033_LLC__nyebke-24-43694__0001.0.pdf?mcid=tGE4TAMA
represented by: Joseph Y. Balisok, Esq.
BALISOK & KAUFMAN PLLC
E-mail: bankruptcy@lawbalisok.com
In re James R Smith 52 Inc
Bankr. N.D.N.Y. Case No. 24-30776
Chapter 11 Petition filed September 6, 2024
See
https://www.pacermonitor.com/view/SHLBAFQ/James_R_Smith_52_Inc__nynbke-24-30776__0001.0.pdf?mcid=tGE4TAMA
represented by: Peter A. Orville, Esq.
ORVILLE & MCDONALD LAW, P.C.
In re Cambridge Riverview LLC
Bankr. M.D. Pa. Case No. 24-02216
Chapter 11 Petition filed September 6, 2024
See
https://www.pacermonitor.com/view/SEZZRQQ/Cambridge_Riverview_LLC__pambke-24-02216__0001.0.pdf?mcid=tGE4TAMA
represented by: Ronald Santora, Esq.
BRESSET & SANTORA, LLC
E-mail: rsantora@bressetsantora.com
In re Cambridge Ebensburg, LLC
Bankr. M.D. Pa. Case No. 24-02223
Chapter 11 Petition filed September 6, 2024
See
https://www.pacermonitor.com/view/RLGSVZI/Cambridge_Ebensburg_LLC__pambke-24-02223__0001.0.pdf?mcid=tGE4TAMA
represented by: Ronald Santora, Esq.
BRESSET & SANTORA, LLC
E-mail: rsantora@bressetsantora.com
In re Frontier Development, LLC
Bankr. D. Ariz. Case No. 24-07505
Chapter 11 Petition filed September 9, 2024
See
https://www.pacermonitor.com/view/DENJICY/Frontier_Development_LLC__azbke-24-07505__0001.0.pdf?mcid=tGE4TAMA
represented by: Ronald J. Ellett, Esq.
ELLETT LAW OFFICES, P.C.
E-mail: rjellett@ellettlaw.com
In re Fukhang Peter Ping
Bankr. C.D. Cal. Case No. 24-17294
Chapter 11 Petition filed September 9, 2024
represented by: Bruce Wilson, Esq.
In re Denise O Awani
Bankr. C.D. Cal. Case No. 24-11490
Chapter 11 Petition filed September 9, 2024
represented by: Stella Havkin, Esq.
In re Plow Underground Construction, LLC
Bankr. N.D. Ga. Case No. 24-21101
Chapter 11 Petition filed September 9, 2024
See
https://www.pacermonitor.com/view/Z6EKAEY/Plow_Underground_Construction__ganbke-24-21101__0001.0.pdf?mcid=tGE4TAMA
represented by: William Rountree, Esq.
ROUNTREE, LEITMAN, KLEIN & GEER, LLC
E-mail: wrountree@rlkglaw.com
In re Cinnaminson Mechanical Contractors, Inc.
Bankr. D.N.J. Case No. 24-18910
Chapter 11 Petition filed September 9, 2024
See
https://www.pacermonitor.com/view/6F5HZAY/Cinnaminson_Mechanical_Contractors__njbke-24-18910__0001.0.pdf?mcid=tGE4TAMA
represented by: Daniel Reinganum, Esq.
LAW OFFICES OF DANIEL REINGANUM
E-mail: daniel@reinganumlaw.com
In re Farrell's on 145th, LLC
Bankr. S.D.N.Y. Case No. 24-35907
Chapter 11 Petition filed September 9, 2024
See
https://www.pacermonitor.com/view/REXXJUA/Farrells_on_145th_LLC__nysbke-24-35907__0001.0.pdf?mcid=tGE4TAMA
represented by: Richard S. Feinsilver, Esq.
RICHARD S. FEINSILVER, ESQ.
E-mail: feinlawny@yahoo.com
In re Cambridge Falls, LLC
Bankr. M.D. Pa. Case No. 24-02244
Chapter 11 Petition filed September 9, 2024
See
https://www.pacermonitor.com/view/NU565ZY/Cambridge_Falls_LLC__pambke-24-02244__0001.0.pdf?mcid=tGE4TAMA
represented by: Ronald Santora, Esq.
BRESSET & SANTORA, LLC
E-mail: rsantora@bressetsantora.com
In re Salomon Levis
Bankr. D.P.R. Case No. 24-03806
Chapter 11 Petition filed September 9, 2024
represented by: Vanessa Saxton Arroyo, Esq.
In re Bo Bolen and Hevynn Heimuli
Bankr. D. Utah Case No. 24-24553
Chapter 11 Petition filed September 9, 2024
In re King Wash Systems, LLC
Bankr. E.D. Va. Case No. 24-71923
Chapter 11 Petition filed September 9, 2024
See
https://www.pacermonitor.com/view/TW3UHGQ/King_Wash_Systems_LLC__vaebke-24-71923__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Steven Joseph Montante and Shelly Rae Montante
Bankr. E.D. Va. Case No. 24-33372
Chapter 11 Petition filed September 9, 2024
represented by: Herbert Cox, Esq.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
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