/raid1/www/Hosts/bankrupt/TCR_Public/240916.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, September 16, 2024, Vol. 28, No. 259
Headlines
125 MIDWOOD STREET: Case Summary & Three Unsecured Creditors
2281 CHURCH AVE.: Sec 341(a) Creditors Meeting on Sept. 23, 2024
2U INC: Bankruptcy Court Confirms Prepackaged Reorganization Plan
2U INC: Emerges From Chapter 11 Bankruptcy as Private Entity
2U INC: Gets Court Okay for Debt Revamp Plan
2U INC: Milbank LLP Represents First Lien Ad Hoc Group
6769 UNDERHILL: Voluntary Chapter 11 Case Summary
A.R.D. MARKETING: To Hold Public Auction of Assets on Sept. 17
ABUNDANT LIFE: Sylvia Mayer Named Subchapter V Trustee
ADVANCE THERAPY: Hearing on Sale of Assets Set for Sept. 24
ALLIANT HOLDINGS: Moody's Rates New $1BB Senior Secured Notes 'B2'
ALLIED CORP: Ryan Maarschalk Ends Tenure as Chief Financial Officer
AMERICAN ROCK: Moody's Appends 'LD' Designation to PDR
ARAX HOLDINGS: Posts $213K Net Income In Second Quarter
AS SPECIFIED: Indon Int'l Files for Chapter 11 Bankruptcy
AV CONTRACTORS: Case Summary & One Unsecured Creditor
BCPE PEQUOD: S&P Assigns 'B' Long-Term ICR, Outlook Stable
BIC HOLDINGS: U.S. Trustee Unable to Appoint Committee
BIG LOTS: Faces NYSE Delisting Following Bankruptcy Filing
BIG LOTS: Gets Interim Court OK for Chapter 11, $707.5M Financing
BIG LOTS: Must Complete Sale to Nexus in 83 Days
BIG LOTS: Sept. 16 Deadline Set for Panel Questionnaires
BIG LOTS: Wins Interim Approval of DIP Facilities
BLINK FITNESS: Inks $105MM Asset Purchase Agreement With PureGym
BLINK FITNESS: Justifies $73-Mil. Bankruptcy Loan as Only Option
BLINK HOLDINGS: Law Firm of Russell Represents Utility Companies
BRIDGETOPIA LLC: Voluntary Chapter 11 Case Summary
BURGERFI INTERNATIONAL: Files for Chapter 11 Reorganization
BYJU'S ALPHA: Auditor BDO Steps Down Amid Chapter 11 Proceedings
CADUCEUS PHYSICIANS: U.S. Trustee Appoints Stanley Otake as PCO
CAMS AUTO: Unsecureds to be Paid in Full with Interest
CANADA JETLINES: Enters Bankruptcy Under Canadian Insolvency Act
CASTILLO ENTERPRISES: Neema Varghese Named Subchapter V Trustee
CHARIOT BUYER: New $155MM Add-on No Impact on Moody's 'B3' Rating
CHEMTRADE LOGISTICS: DBRS Finalizes 'BB' on Senior Unsecured Notes
CMTRD LLC: Court OKs Appointment of Maria Yip as Chapter 11 Trustee
COEUR MINING: S&P Alters Outlook to Positive, Affirms 'B-' ICR
CONNECT HOLDING: S&P Raises ICR to 'CCC+' After Debt Restructuring
CPV MARYLAND: S&P Affirms 'BB-' Rating on $350MM Term Loan B
CUT & FILL: Case Summary & 20 Largest Unsecured Creditors
DAYTONA BLUETIDE: Hits Chapter 11 Bankruptcy Protection
DEBORAH'S LLC: Seeks to Sell Property for $660,000
DIAMOND SPORTS: Paul Hastings Updates List of Crossholders
DIGITAL MEDIA: Case Summary & 30 Largest Unsecured Creditors
DIGITAL MEDIA: Files for Chapter 11 to Pursue Quick Sale
DIGITAL MEDIA: S&P Downgrades ICR to 'D' on Bankruptcy Filing
DIOCESE OF NORWICH: Proposes $30M Trust to Settle Sex Abuse Claims
DITECH HOLDING: Bourff Cannot Enforce Automatic Stay, Court Says
DURAN TRANSFER: To Hold Public Auction of Property on Sept. 25
EARTH HOUSE: No Change in Patient Care, 2nd PCO Report Says
EDGEWOOD FOOD: Proposes Immaterial Modifications to Plan
EDGIO INC: Sept. 16 Deadline Set for Panel Questionnaires
EIGER BIOPHARMACEUTICALS: Court Confirms Liquidation Plan
EIGER BIOPHARMACEUTICALS: SSG Served as Investment in Asset Sale
EL CHILITO: Case Summary & Six Unsecured Creditors
ELETSON HOLDINGS: Wants Chapter 11 Creditor Claims Dismissed
EUBANKS ELECTRIC: Kicks Off Subchapter V Bankruptcy Process
FAIR OFFER: Case Summary & 13 Unsecured Creditors
FEC RESOURCES: Posts $56,555 Loss in Fiscal Q2
FIRST ADVANTAGE: Moody's Assigns 'B1' CFR, Outlook Negative
FISKER INC: Gets Court Okay for Bankruptcy Plan Creditor Vote
FIVEMILETOWN HOLDINGS: U.S. Trustee Unable to Appoint Committee
FOUNDATION FITNESS: Designates SPIA Cycling as Winning Bidder
FTX TRADING: Reaches Emergent Deal to Secure $600M Robinhood Payout
FULCRUM BIOENERGY: Seeks Chapter 11 Bankruptcy Protection
FULCRUM SIERRA: Sept. 17 Deadline Set for Panel Questionnaires
GERMANIA FARM: A.M. Best Puts B(Fair) FSR Under Review
GRAN TIERRA: $150MM Sec. Notes Add-on No Impact on Moody's 'B2' CFR
GROUP RESOURCES: Case Summary & 20 Largest Unsecured Creditors
GULF SOUTH: Unsecured Creditors Will Get 100% of Claims in Plan
HAH GROUP: Moody's Affirms B2 CFR & Rates New First Lien Loans B2
HIGHLAND CAPITAL: Investment Firm Appeals Chapter 11 Sanction
HOLZHAUER FORD: Hits Chapter 11 Bankruptcy Protection
HOONIGAN INC: Seeks $570MM New Capital in Chapter 11 Restructuring
INCA ONE: Secures $25M Gold Loan as Part of CCAA Restructuring
INSIGHT PHOTONIC: Markus Williams Advises Equity Security Holders
IR4C INC: Case Summary & 20 Largest Unsecured Creditors
IYS VENTURE: Creditor CrossAmerica Files Competing Plan
J-1-CATTLE FARM: Beverly Brister Named Subchapter V Trustee
JC PENNEY: Judge Says Bankruptcy Sale Not Undervalued
JMG VENTURES: Middleton Jewelers Kicks Off Subchapter V Bankruptcy
JOSE FUENTES: Case Summary & Two Unsecured Creditors
JTRE 14 VESEY: Updates Lender's Claim Pay Details; Amends Plan
KAKE TRIBAL: Tagaban, et al. Lose Bid to Reopen Bankruptcy Case
KASAI HOLDINGS : Starts Subchapter V Bankruptcy Case
KIDWELL GROUP: Amends Plan to Include Truist Class 9 Collateral
LEARNINGSEL LLC: Sec. 341(a) Meeting Slated for Sept. 24
LEE INVESTMENT: Case Summary & Seven Unsecured Creditors
LEFEVER MATTSON: Case Summary & 30 Largest Unsecured Creditors
LIFOD HOME: No Patient Care Complaints, 5th PCO Report Says
LINCOLN HIGHWAY: Case Summary & Two Unsecured Creditors
LTL MANAGEMENT: Agrees to New $9.2-B Settlement in Talc Suits
LUMIO HOLDINGS: Davis Polk Advises White Oak on Stalking Horse Bid
LUMIO HOLDINGS: U.S. Trustee Appoints Creditors' Committee
LV OPPORTUNITY 6: Brian Shapiro Named Subchapter V Trustee
MACADAMIA BEAUTY: Commences Subchapter V Bankruptcy Case
MADISON SAFETY: Moody's Assigns B2 CFR & Rates New Bank Loans B2
MADISON SAFETY: S&P Assigns 'B' ICR, Outlook Stable
MARINAS PROPERTIES: Case Summary & 13 Unsecured Creditors
MBMBA LLC: Case Summary & Two Unsecured Creditors
MELT BAR: Gets Court Nod to Sell Equipment by Online Auction
MOBILEUM INC: Exits Bankruptcy, Eliminates $530M Debt
MULTIPLAN CORP: S&P Places 'B' ICR on CreditWatch Negative
NATHAN'S FAMOUS: S&P Withdraws 'B' ICR Following Debt Refinancing
NEVADA COPPER: Names Southwest Critical as Bidder for Asset Sale
OPTIO RX: U.S. Trustee Slams Chapter 11 Plan Releases
PERFORMANCE PROPERTY: C. Jerome Teel Named Subchapter V Trustee
PG&E CORP: Moody's Affirms Ba3 Rating on $1BB Sub. Notes Due 2055
PICCARD PETS: U.S. Trustee Unable to Appoint Committee
PROMINENCE HOME: Case Summary & One Unsecured Creditor
QVC INC: Moody's Rates New 6% Secured Global Notes Due 2029 'B2'
RCP VEGA: S&P Withdraws 'B-' ICR on Acquisition by Roper
ROTI RESTAURANTS: Owner of 19 Locations Files for Chapter 11
S&S HOLDINGS: Moody's Rates New Secured First Lien Term Loan 'B2'
SALACIA LLC: Hits Chapter 11 Bankruptcy Protection
SAUSALITO CRAFTWORKS: Unsecureds to Get Nothing in Plan
SDS COLCON: Creditors to Get Proceeds From Liquidation
SERVICE CORP: Moody's Affirms Ba2 CFR & Rates New $800MM Notes Ba3
SERVICE CORP: S&P Rates $800MM Senior Unsecured Notes 'BB'
SIXTH STREET XXVI: S&P Assigns BB- (sf) Rating on Class E Notes
SMALLHOLD INC: Exits Bankruptcy, Launches Partner Farm Network
SMC ENTERTAINMENT: Signs LOI to Acquire Bateau Asset Management
SMILEDIRECTCLUB: Founders Want Litigation Funding Bid Blocked
SMITH GLOBAL: Sec 341(a) Meeting of Creditors on Sept. 24
SONIC AUTOMOTIVE: Moody's Affirms Ba2 CFR, Outlook Remains Stable
SOUTH HILLS: Nursing Homes Sale at Risk Due to Rising Closures
SQRL SERVICE: Landlord Cameron Seeks Relief from Stay
STEWARD HEALTH: Centurion to Auction Carney, Nashoba Valley Assets
STEWARD HEALTH: Ends Partnership With MPT, Transfers 15 Hospitals
SUCCESS VILLAGE APARTMENTS: Seeks Chapter 11 Amid Takeover Row
SUNPOWER CORP: Complete Solar Raises Asset Acquisition to $40.5MM
SUPOR PROPERTIES: Affiliate to Sell Property to Ambient for $17M
SUPOR PROPERTIES: Selling Harrison Properties to H Capital for $48M
T L C MEDICAL: U.S. Trustee Appoints Sandra Zervoudakis as PCO
TABOR MANOR: Fine-Tunes Plan Documents
TAG FL LLC: Case Summary & One Unsecured Creditor
TAMG REALTY: Schedules Auction for Office Building in Smyrna
TERRA TECHNOLOGIES: Case Summary & 14 Unsecured Creditors
TERVIS TUMBLER: Seeks Chapter 11 Bankruptcy Protection
TJ BEAR: Stephen Moriarty of Fellers Named Subchapter V Trustee
TLC KID'S CENTER: Sec. 341(a) Meeting of Creditors on Sept. 26
TMD HOLDINGS: Unsecureds Will Get 5.33% of Claims in Plan
TRAN URGENT CARE: Files Subchapter V Bankruptcy Case
TRINITY AFFORDABLE: S&P Raises Revenue Bonds Rating to 'BB-'
UNIVERSAL LIFE: A.M. Best Cuts Finc'l. Strength Rating to B(Fair)
UNIVERSITY OF THE ARTS: Chapter 7 Case Summary
UNIVERSITY OF THE ARTS: Philly's UArts Files for Liquidation
UPSTREAM LIFE: A.M. Best Assigns B-(Fair) Fin. Strength Rating
VANDEVCO LTD: Cerner's Bid for Additional Sanctions Denied
VERRICA PHARMACEUTICALS: Ex-CCO Signs Release and Consulting Deals
VERTEX ENERGY: Joshua Foster Named Chief Commercial Officer
WAGON WEST: Unsecured Creditors Will Get 100% of Claims in Plan
WHEEL PROS: Moody's Lowers CFR to C Following Bankruptcy Filing
WIDEOPENWEST INC: In Talks With Lenders to Get New Funding
WOLVERINE MUTUAL: A.M. Best Cuts Fin. Strength Rating to C++
WORKHORSE GROUP: FedEx Places First Order for 15 W56 Step Vans
ZION OIL: Temporarily Halts Active Operations at MJ-01 Well
[*] Eric Welchko Leads New Investment Banking Firm Harney Capital
[*] J. Christian Nahr Joins Skadden's Banking Group in New York
[*] John Kim and Florian Leka Join HEVS Dispute Advisory Team
[*] Marshall & Stevens Acquires 6th Valuation Firm, Acuity Advisors
[^] BOND PRICING: For the Week from September 9 to 13, 2024
*********
125 MIDWOOD STREET: Case Summary & Three Unsecured Creditors
------------------------------------------------------------
Debtor: 125 Midwood Street Partners, LLC
125 Midwood Street
Brooklyn, NY 11225
Business Description: The Debtor is the fee simple owner of the
real property located at 125 Midwood Street,
Brooklyn, NY 11225 valued at $2.41 million.
Chapter 11 Petition Date: September 12, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-43803
Judge: Hon. Elizabeth S Stong
Debtor's Counsel: Nnenna Onua, Esq.
MICKINLEY ONUA & ASSOCIATES
26 Court Street
Suite 300
Brooklyn, NY 11242
Tel: 718-522-0236
Fax: 718-701-8309
Email: nonua@mckinleyonua.com
Total Assets: $2,408,000
Total Liabilities: $1,415,412
The petition was signed by Yolanda Shivers as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/CIX2CJI/125_Midwood_Street_Partners_LLC__nyebke-24-43803__0001.0.pdf?mcid=tGE4TAMA
2281 CHURCH AVE.: Sec 341(a) Creditors Meeting on Sept. 23, 2024
----------------------------------------------------------------
2281 Church Avenue LLC filed Chapter 11 protection in the Eastern
District of New York. According to court filing, the Debtor reports
$2,437,642 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
Sept. 23, 2024 at 3:00 p.m. in Room Telephonically on telephone
conference line: 1 (877) 953-2748. participant access code:
3415538#.
About 2281 Church Avenue
2281 Church Avenue LLC is the fee simple owner of two properties
located in Brooklyn, New York having a total current value of $5.5
million.
2281 Church Avenue LLC sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-43449)
on August 19, 2024. In the petition filed by Oswald C. David, as
president, the Debtor reports total assets of $5,504,200 and total
liabilities of $2,437,642.
Honorable Bankruptcy Judge Jil Mazer-Marino oversees the case.
The Debtor is represented by:
Kamini Fox, Esq.
KAMINI FOX PLLC
825 East Gate Blvd Suite 308
Garden City, NY 11530
Tel: (516) 493-9920
Email: kamini@kfoxlaw.com
2U INC: Bankruptcy Court Confirms Prepackaged Reorganization Plan
-----------------------------------------------------------------
2U, Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on September 9, 2024, the
U.S. Bankruptcy Court for the Southern District of New York entered
an Order Approving (A) (I) the Disclosure Statement and (II)
Confirming the Second Amended Joint Prepackaged Plan of
Reorganization of 2U, Inc. and its Debtor Affiliates under Chapter
11 of the Bankruptcy Code, and (B) Granting Related Relief
confirming the Plan. The Debtors expect that the effective date of
the Plan will occur once all conditions precedent to the Plan have
been satisfied.
The Debtors continue to operate their businesses as
"debtors-in-possession" under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code and orders of the Bankruptcy Court. The Company
cautions that trading in its securities (including its Common
Stock) during the pendency of the Chapter 11 Cases is highly
speculative and poses substantial risks. Trading prices for the
Company's securities may bear little or no relationship to the
actual recovery, if any, by holders of the Company's securities in
the Chapter 11 Cases.
As of the date hereof, there were 2,858,478 outstanding shares of
the Company's common stock, $0.001 par value per share. Under the
Plan, on the Plan Effective Date, all of the Common Stock, will be
canceled, released, and extinguished without any distribution or
compensation.
Following the Plan Effective Date and consummation of the
transactions contemplated by the Plan, the Company has agreed to
terminate its reporting obligations under the U.S. Securities
Exchange Act of 1934, as amended, and intends to continue as a
private company.
A full-text copy of the Confirmation Order is available at:
https://tinyurl.com/4nrjyyz2
About 2U, Inc.
Headquartered in Lanham, Maryland, 2U is an online education
platform company. The Company's mission is to expand access to
high-quality education and unlock human potential. As a trusted
partner to top-ranked nonprofit universities and other leading
organizations, the Company delivers technology and services that
enable its clients to bring their educational offerings online at
scale.
2U Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 24-11279) on July 25, 2024. In its
petition, the Debtor reports estimated assets and liabilities
between $1 billion and $10 billion each.
The Debtor is represented by George A. Davis, Esq. at Latham &
Watkins LLP.
2U INC: Emerges From Chapter 11 Bankruptcy as Private Entity
------------------------------------------------------------
2U, a global leader in online education, announced Sept. 13, 2024,
it has successfully completed its financial restructuring and
emerged from Chapter 11 as a privately held entity.
With this transaction complete, 2U now operates with a
significantly strengthened balance sheet, firmly positioning the
company to support leading universities in delivering high-impact,
career-focused education essential for building a skilled global
workforce. 2U moves forward with complete continuity of its
operations and the full support of a deeply-aligned new ownership
group.
"At the outset of this process, we committed to emerge as a
stronger company, and that is exactly what we have done," said Paul
Lalljie, Chief Executive Officer of 2U. "The steps we have taken
enable us to further invest in our offerings, services, and
world-class team so we can continue delivering unparalleled online
learning that meets the needs of today's students and workforce
development demands. With renewed purpose and an unmatched
portfolio of partners, education offerings, and tech-enabled
services, we are well-positioned to fulfill our mission: making
education more accessible, affordable, and impactful for all."
"For over 15 years, 2U has partnered with the world's leading
universities to reimagine the delivery of higher education beyond
the physical classroom and expand opportunities for learners. While
we have made significant progress, vast opportunities remain to
achieve our collective vision of global, scalable, and affordable
access to career-enhancing education that equips learners for
success. Today, 2U enters a new era of innovation while continuing
its steadfast commitment to delivering exceptional learning
outcomes that elevate the global workforce."
Upon emergence from Chapter 11, 2U will be governed by a new Board
led by Brian Napack as Executive Chairman. Mr. Napack is a longtime
education industry executive, former CEO of John Wiley (WLY),
Chairman of the Association of American Publishers, and Senior
Advisor at Providence Equity.
"With this transaction completed, 2U can continue to focus on its
essential mission and accelerate into its next phase," said Mr.
Napack. "For 15 years, the extraordinary team at 2U has been
helping the world's leading universities transform the way higher
education is delivered. Education must continue to evolve, and
today, 2U is uniquely positioned to enable this ongoing evolution
and truly move the needle for learners and employers worldwide."
About 2U, Inc.
Headquartered in Lanham, Maryland, 2U is an online education
platform company. The Company's mission is to expand access to
high-quality education and unlock human potential. As a trusted
partner to top-ranked nonprofit universities and other leading
organizations, the Company delivers technology and services that
enable its clients to bring their educational offerings online at
scale.
2U Inc. and its affiliates, including EdX LLC, sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
24-11279) on July 25, 2024. In its petition, the Debtor reports
estimated assets and liabilities between $1 billion and $10 billion
each.
Latham & Watkins LLP served as legal counsel, Moelis & Company
served as investment banker, AlixPartners LLP served as financial
advisor, and C Street Advisory Group served as strategic
communications advisor to 2U. Epiq is the claims agent.
Weil, Gotshal & Manges LLP served as legal counsel to the ad hoc
group of noteholders of 2U, Schulte Roth & Zabel LLP served as
counsel to a significant noteholder, Greenvale Capital LLP, and
Houlihan Lokey served as investment banker to the ad hoc group of
noteholders and Greenvale.
Milbank LLP served as legal counsel and FTI Consulting, Inc. served
as financial advisor to the ad hoc group of first lien term loan
lenders.
* * *
2U on Sept. 13, 2024, announced that it has emerged from Chapter 11
bankruptcy. The Debtor won approval of a Plan that eliminates over
50% of its total debt, infuses $110 million of new capital into the
business, and extends the maturity date of its revolving and term
loans to over two years following closing of the transaction. The
Plan handed all of the equity to holders of unsecured bonds owed in
excess of $500 million.
2U INC: Gets Court Okay for Debt Revamp Plan
--------------------------------------------
Dorothy Ma of Bloomberg Law reports that the US bankruptcy court
Judge Michael Wiles said he'd approve the reorganization plan of 2U
Inc., the publicly traded owner of the edX online education
platform.
The plan has received 96% of the votes in favor from holders of the
first lien claims, said Anupama Yerramalli, a lawyer at Latham &
Watkins representing 2U in the Friday, September 6, 2024, hearing,
Bloomberg Law reports.
The Plan aims at cutting the company's debt by more than half, by
converting unsecured notes to equities and extending some loans,
according to court papers.
About 2U, Inc.
Headquartered in Lanham, Maryland, 2U is an online education
platform company. The Company's mission is to expand access to
high-quality education and unlock human potential. As a trusted
partner to top-ranked nonprofit universities and other leading
organizations, the Company delivers technology and services that
enable its clients to bring their educational offerings online at
scale.
2U Inc. and its affiliates, including EdX LLC, sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
24-11279) on July 25, 2024. In its petition, the Debtor reports
estimated assets and liabilities between $1 billion and $10 billion
each.
Latham & Watkins LLP served as legal counsel, Moelis & Company
served as investment banker, AlixPartners LLP served as financial
advisor, and C Street Advisory Group served as strategic
communications advisor to 2U. Epiq is the claims agent.
Weil, Gotshal & Manges LLP served as legal counsel to the ad hoc
group of noteholders of 2U, Schulte Roth & Zabel LLP served as
counsel to a significant noteholder, Greenvale Capital LLP, and
Houlihan Lokey served as investment banker to the ad hoc group of
noteholders and Greenvale.
Milbank LLP served as legal counsel and FTI Consulting, Inc. served
as financial advisor to the ad hoc group of first lien term loan
lenders.
* * *
2U on Sept. 13, 2024, announced that it has emerged from Chapter 11
bankruptcy. The Debtor won approval of a Plan that eliminates over
50% of its total debt, infuses $110 million of new capital into the
business, and extends the maturity date of its revolving and term
loans to over two years following closing of the transaction. The
Plan handed all of the equity to holders of unsecured bonds owed in
excess of $500 million.
2U INC: Milbank LLP Represents First Lien Ad Hoc Group
------------------------------------------------------
The law firm of Milbank LLP filed a verified statement pursuant to
Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose
that in the Chapter 11 cases of 2U, Inc. and affiliates, the firm
represents First Lien Ad Hoc Group.
In January 2024, the First Lien Ad Hoc Group retained Milbank as
counsel to represent them in connection with the Debtors'
restructuring and these Chapter 11 Cases. From time to time
thereafter, certain members of the First Lien Ad Hoc Group have
joined or resigned from the First Lien Ad Hoc Group.
Milbank does not represent or purport to represent any entities
other than the First Lien Ad Hoc Group in connection with the
Debtors' Chapter 11 Cases. In addition, neither the First Lien Ad
Hoc Group nor any member of the First Lien Ad Hoc Group represents
or purports to represent any other entities in connection with the
Debtors' chapter 11 cases.
The members of the First Lien Ad Hoc Group have indicated to
Milbank that they hold disclosable economic interests or act as
investment managers or advisors to funds and/or accounts that hold
disclosable economic interests in relation to the Debtors.
The First Lien Ad Hoc Group's address and the nature and amount of
disclosable economic interests held in relation to the Debtors
are:
1. Apollo Capital Management, L.P.
9 West 57th Street, 41st Floor
New York, NY 10019
* $33,745,637.03
2. HG Vora Capital Management, LLC
330 Madison Avenue, 21st Floor
New York, NY 10017
* $94,499,736.04
3. HPS Investment Partners, LLC
40 West 57th Street, 33rd Floor
New York NY, 10019
* $117,170,046.77
The law firm can be reached at:
MILBANK LLP
Dennis F. Dunne, Esq.
Tyson M. Lomazow, Esq.
Abigail L. Debold, Esq.
55 Hudson Yards
New York, New York 10001
Tel: (212) 530-5000
Fax: (212) 530-5219
E-mail: ddunne@milbank.com
tlomazow@milbank.com
adebold@milbank.com
About 2U, Inc.
Headquartered in Lanham, Maryland, 2U is an online education
platform company. The Company's mission is to expand access to
high-quality education and unlock human potential. As a trusted
partner to top-ranked nonprofit universities and other leading
organizations, the Company delivers technology and services that
enable its clients to bring their educational offerings online at
scale.
2U Inc. and its affiliates, including EdX LLC, sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
24-11279) on July 25, 2024. In its petition, the Debtor reports
estimated assets and liabilities between $1 billion and $10 billion
each.
Latham & Watkins LLP served as legal counsel, Moelis & Company
served as investment banker, AlixPartners LLP served as financial
advisor, and C Street Advisory Group served as strategic
communications advisor to 2U. Epiq is the claims agent.
Weil, Gotshal & Manges LLP served as legal counsel to the ad hoc
group of noteholders of 2U, Schulte Roth & Zabel LLP served as
counsel to a significant noteholder, Greenvale Capital LLP, and
Houlihan Lokey served as investment banker to the ad hoc group of
noteholders and Greenvale.
Milbank LLP served as legal counsel and FTI Consulting, Inc. served
as financial advisor to the ad hoc group of first lien term loan
lenders.
* * *
2U on Sept. 13, 2024, announced that it has emerged from Cahpter 11
bankruptcy. The Debtor won approval of a Plan that eliminates over
50% of its total debt, infuses $110 million of new capital into the
business, and extends the maturity date of its revolving and term
loans to over two years following closing of the transaction. The
Plan handed all of the equity to holders of unsecured bonds owed in
excess of $500 million.
6769 UNDERHILL: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 6769 Underhill Corp
420 Eastern Parkway
Brooklyn, NY 11225
Business Description: The Debtor is an apartment building
operator.
Chapter 11 Petition Date: September 12, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-43804
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Narissa A. Joseph, Esq.
LAW OFFICE OF NARISSA A. JOSEPH
305 Broadway
Suite 1001
New York, NY 10007
Tel: 212-233-3060
Fax: 646-607-3335
Email: njosephlaw@aol.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Hubert Drew as president.
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/CSMNTGY/6769_Underhill_Corp__nyebke-24-43804__0001.0.pdf?mcid=tGE4TAMA
A.R.D. MARKETING: To Hold Public Auction of Assets on Sept. 17
--------------------------------------------------------------
A.R.D. Marketing, Inc. is set to hold a public auction of some of
its assets on Sept. 17, at 10:00 a.m.
The auction will be conducted at 4133 W. Patrick Lane, Las Vegas,
Nev.
The assets up for sale include inventory and equipment used to
operate the company's business. The sale of the assets is "as is"
and "where is," free and clear of liens, claims, encumbrances and
interests.
The sale is final when awarded to the winning bidder. Payment is
due immediately following the conclusion of the auction.
Last month, A.R.D. Marketing got the green light from the U.S.
Bankruptcy Court for the Central District of California to hire
auction firm GA Global Partners and implement the bid rules
governing the sale.
Following an inspection and appraisal of the assets, GA Global
Partners estimated that the assets have a gross auction value of
$608,500. GA Global Partners also estimated a net recovery of
$561,900 for A.R.D. Marketing's estate after deducting the
auctioneer's estimated expenses of $46,600.
About A.R.D. Marketing
A.R.D. Marketing, Inc. is a wholesale agency direct mail printer in
La Verne, Calif., that works with the financial services industry,
including automotive, consumer lending, business funding, and
mortgage lending.
A.R.D. Marketing filed Chapter 11 petition (Bankr. C.D. Calif. Case
No. 24-13156) on April 23, 2024, with $1 million to $10 million in
both assets and liabilities. Greg A. Peplin, chief executive
officer, signed the petition.
Judge Deborah J. Saltzman oversees the case.
The Debtor tapped Craig G. Margulies, Esq., at Margulies Faith, LLP
as legal counsel and Hahn Fife & Company, LLP as financial advisor
and accountant.
ABUNDANT LIFE: Sylvia Mayer Named Subchapter V Trustee
------------------------------------------------------
The U.S. Trustee for Region 7 appointed Sylvia Mayer, Esq., at S.
Mayer Law, PLLC as Subchapter V trustee for Abundant Life
Chiropractic, P.A.
Ms. Mayer will be paid an hourly fee of $450 for her services as
Subchapter V trustee and an hourly fee of $195 for paralegal
services. In addition, the Subchapter V trustee will receive
reimbursement for work-related expenses incurred.
Ms. Mayer declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Sylvia Mayer, Esq.
S. Mayer Law, PLLC
P.O. Box 6542
Houston, TX 77265
Telephone: (713) 893-0339
Facsimile: (713) 661-3738
Email: smayer@smayerlaw.com
About Abundant Life Chiropractic
Abundant Life Chiropractic, P.A. operates a wellness chiropractic
center in Spring, Texas.
Abundant Life Chiropractic filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No.
24-33862) on August 23, 2024, listing $59,398 in assets and
$1,560,814 in liabilities. The petition was signed by Christopher
Robert Zaino as owner.
Judge Jeffrey P Norman presides over the case.
Robert C. Lane, Esq. at The Lane Law Firm represents the Debtor as
bankruptcy counsel.
ADVANCE THERAPY: Hearing on Sale of Assets Set for Sept. 24
-----------------------------------------------------------
Advance Therapy Associates, Inc. will ask the U.S. Bankruptcy Court
for the District of New Jersey at a hearing on Sept. 24 to approve
the sale of all of its assets to Advance Rehabilitation Systems,
LLC.
The buyer offered to acquire the assets for $160,000, and assume
all outstanding payroll obligations of the company.
The assets are being sold "free and clear" of liens, claims, and
encumbrances related to pre-bankruptcy claims.
In negotiating the proposed sale, Advance Therapy Associates
engaged with the Internal Revenue Service, which agreed to accept
the proposed sales price of $160,000 and to receive all proceeds of
the sale.
Following consummation of the sale, Advance Therapy Associates will
cease operations and the buyer will take over all aspects of the
company's operations.
Objections to the proposed sale are due by Sept. 17.
About Advance Therapy Associates
Advance Therapy Associates Inc. owns and operates outpatient
physical and occupational therapy clinics in New Jersey.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. N.J. Case No. 24-10256) on January 10,
2024, with up to $500,000 in assets and up to $10 million in
liabilities. Anurag Tripath, president, signed the petition.
Judge Jerrold N. Poslusny, Jr. oversees the case.
Daniel L. Reinganum, Esq., at the Law Offices of Daniel Reinganum
is the Debtor's bankruptcy counsel.
ALLIANT HOLDINGS: Moody's Rates New $1BB Senior Secured Notes 'B2'
------------------------------------------------------------------
Moody's Ratings has assigned a B2 rating to $1 billion of
seven-year senior secured notes and a Caa2 rating to $1 billion of
eight-year senior unsecured notes being issued by Alliant Holdings
Intermediate, LLC (Alliant). The notes are part of Alliant's
broader financing announced earlier this week that includes
increasing and extending (by one year) its $2.359 billion senior
secured term loan. Alliant will use net proceeds from the new notes
and increased term loan, plus up to $1.6 billion of new preferred
equity, to fund the redemption of certain shareholders, to pay
related fees and expenses, and for general corporate purposes. The
rating outlook for Alliant is stable.
RATINGS RATIONALE
Alliant's ratings reflect its leading position in several niche
markets including specialty programs, its steady organic revenue
growth, and its strong operating margins and cash flow, according
to us. The company has built its specialty and middle market
insurance business through a mix of organic growth, experienced
producer hires, and acquisitions. Alliant generates strong revenue
growth, healthy adjusted EBITDA margins, and good
free-cash-flow-to-debt metrics. Alliant is majority owned by
management and employees, with smaller but significant ownership
stakes held by Stone Point Capital funds and the Public Sector
Pension Investment Board.
These strengths are offset by Alliant's high financial leverage,
contingent/legal risk related to its experienced producer hire
strategy, integration risk associated with acquisitions, and
potential liabilities from errors and omissions, a risk inherent in
professional services. The company has a record of borrowing
substantial sums from time to time to help fund payments to
shareholders, but it has demonstrated an ability to reduce leverage
quickly through earnings and free cash flow.
Giving effect to the proposed financing, Moody's estimate that
Alliant will have a pro forma debt-to-EBITDA ratio of about 8x,
(EBITDA – capex) interest coverage of about 2x, and a
free-cash-flow-to-debt ratio in the low-single digits. These pro
forma metrics reflect Moody's accounting adjustments for operating
leases, contingent earnout obligations, certain non-recurring and
unusual items, and run-rate EBITDA from acquisitions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade of Alliant's ratings include:
(i) debt-to-EBITDA ratio below 7x, (ii) (EBITDA - capex) coverage
of interest exceeding 2x, and (iii) free-cash-flow-to-Factors that
could lead to a downgrade of Alliant's ratings include: (i)
debt-to-EBITDA ratio above 8x, (ii) (EBITDA - capex) coverage of
interest below 1.2x, and (iii) free-cash-flow-to-debt ratio below
2%.
The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in February 2024.
Alliant, backed by Stone Point Capital and based in Irvine,
California, is an insurance broker primarily serving commercial
middle market and government entities. It reported revenue of $4.5
billion for the 12 months through June 2024, up from $3.9 billion
for 2023.
ALLIED CORP: Ryan Maarschalk Ends Tenure as Chief Financial Officer
-------------------------------------------------------------------
Allied Corp. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on Aug. 21, 2024, effective Aug. 19, 2024,
the Company and Ryan Maarschalk entered into a termination
agreement pursuant to which Mr. Maarschalk ceased to be chief
financial officer of the Company.
Mr. Maarschalk was provided with a copy of the disclosures
contained in this Report on Form 8-K, and has been given an
opportunity to review and agree to such disclosures, and have
advised that he has no objections.
About Allied Corp
Headquartered in Kelowna, BC Canada, Allied Corp. . is an
international cannabis company with its main production center in
Colombia and is one of the few companies that has exported from
Colombia internationally and was the first company to export
commercial cannabis flower from Colombia. By leveraging the
Colombian advantages and its Canadian cannabis cultivation
expertise, Allied offers consistent supply of premium cannabis
product at scale and attractive prices, while meeting high quality
standards, thus significantly de-risking its partners supply
chain.
Allied Corp said in its Quarterly Report for the period ended June
30, 2024, that "The Company incurred a net loss for the nine months
ended May 31, 2024 of $2,593,922, has generated minimal revenue and
as at May 31, 2024 has a working capital deficit of $9,083,174.
These factors raise substantial doubt regarding the Company's
ability to continue as a going concern. The consolidated financial
statements of the Company do not include any adjustments relating
to the recoverability and classification of recorded assets, or the
amounts and classifications of liabilities that might be necessary
should the Company be unable to continue as a going concern. The
Company's ability to continue as a going concern is dependent upon
the Company's ability to raise sufficient financing to acquire or
develop a profitable business. Management intends on financing its
operations and future development activities largely from the sale
of equity securities with some additional funding from other
traditional financing sources, including related party loans until
such time that funds provided by future planned operations are
sufficient to fund working capital requirements."
AMERICAN ROCK: Moody's Appends 'LD' Designation to PDR
------------------------------------------------------
Moody's Ratings appended a limited default ("/LD") designation to
American Rock Salt Company LLC's ("ARS") Probability of Default
Rating, revising to Caa3-PD/LD from Caa3-PD. There is no change to
the company's Caa2 Corporate Family Rating, first lien senior
secured term loan rating of Caa2, second lien senior secured term
loan rating of Ca, and the stable outlook. The /LD designation
appended to the PDR will be removed in three business days.
In September 2024, ARS amended its first lien credit agreement and
revised the grace period with regards to fulfilling its August 2024
interest payment obligations from September 6th to September 24th.
Moody's note that the delayed interest payment, in line with the
amended terms, does not constitute an event of default under the
lenders' definition. However, Moody's view the company's failure to
pay full interest within the grace period provided in the original
credit agreement as a limited default under Moody's definition.
ARS' Caa2 Corporate Family Rating and its Caa3-PD/LD reflects
Moody's view that the company's probability of default is very high
over the near term. Moody's expect that ARS' leverage and liquidity
profile will remain challenged over the next several quarters. The
rating also reflects ARS' limited scale with a single mine, lack of
business diversity, and weather-dependent business model that
results in volatile credit metrics and cash flow generation.
Additionally, the rating reflects the expectation the owners will
continue to support the company by providing additional liquidity
when needed.
American Rock Salt Company LLC produces highway deicing rock salt.
The company operates a single mine in upstate New York and sells
primarily to state and local government agencies in the
northeastern United States. The firm is a wholly owned subsidiary
of American Rock Salt Holdings LLC, which is closely held by
private investors, including some members of management. The
company does not publicly disclose its financial statements.
Headquartered in Retsof, NY, American Rock Salt generated
approximately $154 million in revenue for the twelve months ended
June 30, 2024.
ARAX HOLDINGS: Posts $213K Net Income In Second Quarter
-------------------------------------------------------
Arax Holdings Corp. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting net income
of $213,328 on $301,750 of revenue for the three months ended April
30, 2024, compared to a net loss of $1.79 million on $226,886 of
revenue for the three months ended April 30, 2023.
For the six months ended April 30, 2024, the Company reported a net
loss of $472,666 on $528,636 of revenue, compared to a net loss of
$2.86 million on $453,772 of revenue for the six months ended April
30, 2023.
As of April 30, 2024, the Company had $7.59 million in total
assets, $453,339 in total liabilities, and $7.13 million in total
stockholders' equity.
Going Concern
Arax Holdings said, "The Company's management has evaluated whether
there is substantial doubt about the Company's ability to continue
as a going concern and has determined that substantial doubt
existed as of the date of the end of the period covered by this
report. This determination was based on the following factors: (i)
the Company used cash of approximately $184 thousand in operations
during the six months ended April 30, 2024 and has a working
capital deficit of approximately $397 thousand at April 30, 2024;
(ii) the Company's available cash as of the date of this filing
will not be sufficient to fund its anticipated level of operations
for the next 12 months; (iii) the Company will require additional
financing for the fiscal year ending October 30, 2024, to continue
at its expected level of operations; and (iv) if the Company fails
to obtain the needed capital, it will be forced to delay, scale
back, or eliminate some or all of its development activities or
perhaps cease operations. In the opinion of management, these
factors, among others, raise substantial doubt about the ability of
the Company to continue as a going concern as of the date of the
end of the period covered by this report and for one year from the
issuance of these condensed consolidated financial statements.
"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,
reduce the scope of, or eliminate one or more of the Company's
research and development activities or commercialization efforts or
perhaps even cease the operation of its business."
A full-text copy of the Form 10-Q is available for free at the
SEC's website at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1566243/000175392624001561/g084414_10q.htm
About Arax Holdings
Tallahassee, Fla.-based ARAX ARAX Holdings Corp. offers blockchain
technology and decentralized infrastructure solutions, dedicated to
transforming enterprise data into strategic assets and fostering
innovation in urban development.
AS SPECIFIED: Indon Int'l Files for Chapter 11 Bankruptcy
---------------------------------------------------------
As Specified Inc. filed Chapter 11 protection in the Middle
District of Florida. According to court filing, the Debtor reports
between $1 million and $10 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 23, 2024 at 12:00 p.m. in Room Telephonically on
telephone conference line: 877-801-2055. participant access code:
8940738#.
About As Specified Inc.
As Specified Inc., doing business as Indon International,
specializes in the manufacturing of custom case goods and seating
for 3 to 5-star hospitality projects worldwide.
As Specified Inc. sought relief under Subchapter V of Chapter 11 of
the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-04465) on
August 23, 2024. In the petition filed by Rick J. Gursky, as sole
shareholder, the Debtor reports estimated assets up to $50,000 and
estimated liabilities between $1 million and $10 million.
The Honorable Bankruptcy Judge Tiffany P. Geyer handles the case.
The Debtor is represented by:
Daniel A. Velasquez, Esq.
LATHAM LUNA EDEN & BEAUDINE LLP
201 S. Orange Avenue, Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: dvelasquez@lathamluna.com
AV CONTRACTORS: Case Summary & One Unsecured Creditor
-----------------------------------------------------
Debtor: AV Contractors Services LLC
202 Jasmine Lane
Longwood, FL 32779
Chapter 11 Petition Date: September 11, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-04875
Judge: Hon. Tiffany P Geyer
Debtor's Counsel: Daniel A. Velasquez, Esq.
LATHAM LUNA EDEN & BEAUDINE LLP
201 S. Orange Avenue
Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: dvelasquez@lathamluna.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Daniel A. Bula as managing member.
The Debtor listed Liberty Staffing USA located at 7169 Ulmerton Rd.
Largo, FL 33771 as its sole unsecured creditor holding a claim of
$3,489,119.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/5TZZRDY/AV_Contractors_Services_LLC__flmbke-24-04875__0001.0.pdf?mcid=tGE4TAMA
BCPE PEQUOD: S&P Assigns 'B' Long-Term ICR, Outlook Stable
----------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to BCPE Pequod Buyer Inc. (d/b/a Envestnet Inc.) and 'B'
issue-level rating to the company's proposed $375 million five-year
RCF and $1.76 billion seven-year first-lien term loan, which is
based on a '4' recovery rating (rounded estimate: 45%).
The stable outlook reflects S&P's expectation that Envestnet's debt
to EBITDA will remain at 7x-8x over the next 12-24 months from
closing due to the higher debt levels associated with the
transaction, while the company continues to expand its platform
assets and undertake various cost-efficiency initiatives.
S&P said, "Our rating on BCPE Pequod Buyer (d/b/a Envestnet Inc.)
reflects the company's successful track record of expanding its
platform assets and market presence. Envestnet's customer base
comprises more than 110,000 advisors, 17 of the 20 largest U.S.
banks, 48 of the 50 largest wealth management and broker firms, and
more than 500 of the largest RIAs. The company's revenue increased
to $1,308 million for the 12 months ended June 30, 2024, from $812
million in 2018, and comprises asset-based, subscription-based, and
professional services revenue. Envestnet has expanded organically
and through acquisitions. Under the new ownership, we expect the
near-term focus to be on organic growth and cost-optimization, but
the sponsors will likely continue to pursue strategic acquisitions
and tuck-in acquisitions in the longer term, both of which could
add incremental leverage.
"We forecast high leverage under the new sponsor ownership. Private
equity firm Bain, together with other co-investors, have agreed to
acquire Envestnet in a take-private transaction for $4.4 billion.
Post-completion, Bain will control the company, with additional
equity held by co-investors Reverence Capital and Norwest Venture
Partners, and strategic partners BlackRock, Fidelity, Franklin
Templeton, and State Street Global Advisors. The company expects
the transaction to close in fourth-quarter 2024. Based on the
proposed capitalization, we forecast S&P Global Ratings-adjusted
debt to EBITDA of 7.0x-8.0x and EBITDA interest coverage of
1.5x-2.0x in the 12 months following transaction close. We assess
liquidity as adequate, given the closing cash and availability
under the proposed RCF. We do not net cash against debt for
financial-sponsor-controlled companies.
"We view the company's recurring revenue base favorably.
Envestnet's business model and high asset retention rate enable it
to bill clients in advance of each quarter based on total platform
assets, providing visibility on near-term revenue--about 96% of the
company's net revenues is recurring. About 40% of Envestnet's net
revenue (net of pass-through direct expenses) comprises asset-based
revenue (priced as a percent of total assets under management
[AUM]/assets under advisement [AUA]), while the remainder is
subscription-based (priced on subscription per account, firm, or
seat, among others). Management also intends to focus on shifting
the business mix from lower-fee, commodity reporting products,
which are often competitively priced (typically classified as AUA;
pricing at 1 basis points [bps]-2 bps), toward core turnkey asset
management platform (TAMP) offerings and higher-value personalized
products that generate higher yields (classified as AUM; higher
pricing averaging greater than 5 bps).
"We also expect Envestnet to benefit from favorable industry
trends, given our view that its customer base of IBDs and RIAs are
expected to see continued growth over the next few years, even as
consolidation remains a key theme in this highly fragmented and
competitive industry.
"We expect an enhanced focus on margin improvement since
profitability has been somewhat volatile historically. About 80% of
the company's cost structure is relatively fixed, which we believe
somewhat limits the company's financial flexibility in periods of
operating weakness, although it also provides some operating
leverage with enhanced scale. Additionally, the company's profit
margins over the past two years have been affected by various
restructuring costs associated with ongoing cost-saving
initiatives. S&P Global Ratings-adjusted EBITDA margins on a net
basis (net of pass-through revenue) were 20% and 25.7% in 2022 and
2023, before improving to 30.2% for the 12 months ended June 30,
2024. While we expect some of the prior initiatives will continue
to benefit margins, we also expect an increased focus on cost
optimization and margin enhancement initiatives under the new
sponsor ownership.
"We view Envestnet as somewhat larger than peers based on asset
size, but mostly in line on an earnings basis. We consider GTCR
Everest Borrower, LLC (d/b/a AssetMark Financial Holdings;
B+/Stable/--) and Orion Advisor Solutions Inc. (B-/Stable/--) as
Envestnet's closest peers. While Envestnet is larger than AssetMark
based on platform assets, it is comparable in size on a reported
EBITDA basis, given AssetMark's somewhat different pricing strategy
and the presence of a custody business. On the other hand, both
Envestnet and AssetMark are bigger than Orion, based on both
platform asset size and earnings. Envestnet's leverage is higher
than that of AssetMark but is expected to remain below that of
Orion.
"The stable outlook reflects our expectation that Envestnet's debt
to EBITDA will remain at 7x-8x over the next 12-24 months from
closing due to the higher debt levels associated with the
transaction, while the company continues to expand its platform
assets and undertake various cost efficiency initiatives."
S&P could lower the ratings on Envestnet over the next year if it
expects leverage to increase to 8.0x or EBITDA interest coverage to
decline below 1.5x on a sustained basis. This could happen if:
-- Business weakens such that it sustains net outflows and
progress with its cost-saving initiatives stalls; or
-- The financial sponsor pursues a more aggressive financial
policy than expected, evidenced by debt-financed acquisitions or
shareholder returns.
An upgrade is unlikely in the next 12 months.
BIC HOLDINGS: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The U.S. Trustee for Region 12 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of BIC Holdings Inc.
About BIC Holdings
BIC Holdings, Inc. filed Chapter 11 petition (Bankr. D. Minn. Case
No. 24-32111) on Aug. 14, 2024, with up to $50,000 in assets and up
to $10 million in liabilities.
Judge William J. Fisher oversees the case.
Sapientia Law Group is the Debtor's legal counsel.
BIG LOTS: Faces NYSE Delisting Following Bankruptcy Filing
----------------------------------------------------------
The New York Stock Exchange announced that the staff of NYSE
Regulation has determined to commence proceedings to delist the
common shares of Big Lots, Inc. -- ticker symbol BIG -- from the
NYSE. Trading in the Company's common shares will be suspended
immediately.
NYSE Regulation reached its decision that the Company is no longer
suitable for listing pursuant to NYSE Listed Company Manual Section
802.01D after the Company's September 9, 2024, press release
disclosure that the Company, together with each of its
subsidiaries, initiated voluntary Chapter 11 proceedings in the
U.S. Bankruptcy Court for the District of Delaware. In reaching its
delisting determination, NYSE Regulation notes the uncertainty as
to the ultimate effect of this process on the value of the
Company's common shares.
The Company has a right to a review of this determination by a
Committee of the Board of Directors of the Exchange. The NYSE will
apply to the Securities and Exchange Commission to delist the
common shares upon completion of all applicable procedures,
including any appeal by the Company of the NYSE Regulation staff's
decision.
About Big Lots Inc.
Big Lots sells a wide assortment of brand-name and private label
items, such as food, furniture, seasonal items, electronics and
accessories, home decor, toys, and gifts.
BIG LOTS: Gets Interim Court OK for Chapter 11, $707.5M Financing
-----------------------------------------------------------------
Big Lots, Inc. announced that it received interim Court approval
for certain "first day" motions related to the Company's voluntary
Chapter 11 proceedings.
Among other relief, the Court granted interim approval for the
Company to immediately access a portion of its $707.5 million
postpetition financing facilities. This financing, coupled with
cash generated from the Company's ongoing operations, is expected
to provide sufficient liquidity to support the Company while it
continues its operations in the ordinary course of business and
works to complete the previously-announced sale transaction with an
affiliate of Nexus Capital Management LP.
Additionally, the interim relief granted by the Court will enable
the Company to continue paying employee wages and benefits, and
making payments to certain critical vendors, in the ordinary course
of business. The Company expects to pay vendors in full under
normal terms for any goods delivered and services provided after
the filing.
A "second day" hearing for the Court to consider the Company's
requested relief on a final basis is currently scheduled to occur
on October 9, 2024 at 1:00pm ET.
Bruce Thorn, President and Chief Executive Officer, said, "We are
focused on delivering on our promise to be the leader in extreme
value by helping customers 'Live BIG and Save LOTS'. With the Court
relief we have received today and the support of our lenders, we
look forward to moving through this process and emerging as a
stronger, more-efficient company, well-positioned to serve our
customers. We thank our associates, customers, vendors, and all of
our stakeholders for their continued support as we work to achieve
Big Lots' full potential."
As announced on September 9, 2024, Big Lots entered into a sale
agreement with Nexus, which agreed to acquire substantially all of
the Company's assets and ongoing business operations. To facilitate
the transaction, the Company, together with each of its
subsidiaries, initiated voluntary Chapter 11 proceedings in the
U.S. Bankruptcy Court for the District of Delaware.
Under the terms of the sale agreement, Nexus will serve as the
"stalking horse bidder" in a court-supervised auction process
pursuant to section 363 of the U.S. Bankruptcy Code. Accordingly,
the proposed transaction is subject to higher or otherwise better
offers, Court approval, and other conditions. Under the Sale
Agreement, if Nexus is deemed the winning bidder, the parties
anticipate closing the transaction during the fourth quarter of
2024.
Additional information regarding the Company's restructuring and
sale process is available at a dedicated website,
bigstepforbiglots.com. Court filings and other information related
to the proceedings, including how to file a proof of claim, are
available on a separate website administrated by the Company's
claims agent, Kroll Restructuring Administration LLC, at
https://cases.ra.kroll.com/biglots, by calling toll-free at (844)
217-1398 (or +1 (646) 809-2073 for calls originating outside of the
U.S. or Canada), or by sending an email to
biglotsinfo@ra.kroll.com.
About Big Lots
Big Lots (NYSE: BIG) -- http://www.biglots.com/-- is one of the
nation's largest closeout retailers focused on extreme value. The
Company is dedicated to being the big difference for a better life
by delivering bargains to brag about on everything for the home,
including furniture, decor, pantry and more. It fulfills its
mission to help customers "Live BIG and Save LOTS" with sourcing
strategies to grow extreme bargains through closeouts,
liquidations, overstocks, private labels, and value-engineered
products. The Big Lots Foundation, together with the Company's
customers, associates, and vendors, has delivered more than $176
million of philanthropic support to critical needs in hunger,
housing, healthcare, and education. On the Web: http://biglots.com/
On Sept. 9, 2024, Big Lots, Inc. and each of its subsidiaries
initiated voluntary Chapter 11 proceedings (Bankr. D. Del. Lead
Case No. 24-11967). The case is being administered by the Honorable
J. Kate Stickles.
Davis Polk & Wardwell LLP is serving as legal counsel, Guggenheim
Securities, LLC is serving as financial advisor, AlixPartners LLP
is serving as restructuring advisor, and A&G Real Estate Partners
is serving as real estate advisor to the Company. Kroll is the
claims agent.
Kirkland & Ellis is serving as legal counsel to Nexus.
BIG LOTS: Must Complete Sale to Nexus in 83 Days
------------------------------------------------
Big Lots, Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that September 8, 2024, Big
Lots, Inc. the Company and its other subsidiaries entered into a
"stalking horse" Asset Purchase Agreement with Gateway BL
Acquisition, LLC, a Delaware limited liability company and an
affiliate of Nexus Capital Management LP, pursuant to which the
Purchaser agreed to purchase substantially all of the assets of the
Company for a purchase price of:
(A) $2.5 million in cash; plus
(B) (x) the repayment of all obligations under the ABL Credit
Agreement and the Term Credit Agreement and (y) the assumption of
certain liabilities as set forth in the Purchase Agreement.
The Assets to be acquired pursuant to the Asset Sale do not
include, among other things, any executory leases or contracts that
the Purchaser chooses to reject.
Upon Bankruptcy Court approval, the Purchaser is expected to be
designated as the "stalking horse" bidder in connection with the
Asset Sale under section 363 of the Bankruptcy Code. The Asset Sale
will be conducted through a Bankruptcy Court-supervised process
pursuant to Bankruptcy Court-approved bidding procedures. The Asset
Sale is subject to the receipt of higher or otherwise better offers
from competing bidders at an auction (if applicable), approval of
the Asset Sale by the Bankruptcy Court, and certain other
conditions set forth in the Purchase Agreement.
The Purchase Agreement contains customary representations,
warranties and covenants of the parties for a transaction involving
the acquisition of assets from a debtor in bankruptcy, and the
completion of the Asset Sale is subject to a number of conditions,
which, among others, include:
(i) the entry of an order of the Bankruptcy Court authorizing
and approving the Asset Sale,
(ii) the performance by each party of its obligations under the
Purchase Agreement (subject to certain materiality qualifiers),
(iii) the accuracy of each party's representations (subject to
certain materiality qualifiers),
(iv) the delivery of certain closing deliverables,
(v) the expiration or termination of any applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and
(vi) the absence of any order by any governmental authority
that restrains, enjoins, stays, or prohibits the consummation of
the Asset Sale.
The obligation of the Purchaser to consummate the Asset Sale is
also conditioned upon (a) the Sellers having not experienced a
material adverse effect and (b) the Sellers satisfying certain
requirements with respect to closing liquidity and contributed
asset value. The consummation of the Asset Sale is also subject to
the Purchaser's receipt of committed debt financing prior to the
hearing to approve the bidding procedures. The Purchase Agreement
also provides for a break-up fee and expense reimbursement payable
to the Purchaser upon the occurrence of certain events, and the
forfeiture of a deposit to the Sellers upon the occurrence of
certain events.
The Debtors have agreed to pay a $7.5 million breakup fee and up to
$1.5 million in expense reimbursements in the event the sale is
closed with another entity.
In connection with the bankruptcy process, Big Lots has secured
commitments for $707.5 million of financing, including $35 million
in new financing from certain of its current lenders, in the form
of a
postpetition credit facility. The DIP Financing Facility requires
the Debtors to comply with these sale-related milestones:
-- Establish the date that is 73 days after the Petition Date
as the deadline for submission of bids to purchase any portion of,
or all or substantially all of, the Debtors' assets in connection
with the Sale.
-- (i) On or prior to the date that is 74 days after the
Petition Date, the Debtors must distribute to the Administrative
Agent all bids received for the Sale.
-- The Auction must be completed within 78 days after the
Petition Date; provided that, the Auction will not apply if the
Company does not receive two or more qualified bids for the Sale
that are acceptable to the Administrative Agent by the applicable
bid deadline.
-- The Sale shall be approved by the Bankruptcy Court within
83 days after the Petition Date
A full-text copy of the Purchase Agreement is available at:
https://tinyurl.com/232daf2p
The Buyer may be reached at:
Evan Glucoft
Nexus Capital Management, LP
11111 Santa Monica Boulevard, Suite 350
Los Angeles, CA 90025
E-mail: evan@nexuslp.com
The Buyer is represented by:
Douglas Ryder, Esq.
Christopher Marcus, Esq.
Kirkland & Ellis, LLP
601 Lexington Avenue
New York, NY 10022
E-mail: douglas.ryder@kirkland.com
christopher.marcus@kirkland.com
- and -
Daniel N. Elizonde, Esq.
Eric Y. Cohen, Esq.
Kirkland & Ellis, LLP
2049 Century Park East, 37th Floor
Los Angeles, CA 90067
E-mail: daniel.elizonde@kirkland.com
eric.cohen@kirkland.com
About Big Lots
Big Lots (NYSE: BIG) -- http://www.biglots.com/-- is one of the
nation's largest closeout retailers focused on extreme value,
delivering bargains on everything for the home, including
furniture, decor, pantry and more.
On Sept. 9, 2024, Big Lots, Inc. and each of its subsidiaries
initiated voluntary Chapter 11 proceedings (Bankr. D. Del. Lead
Case No. 24-11967). The case is being administered by the
Honorable J. Kate Stickles.
Davis Polk & Wardwell LLP is serving as legal counsel, Guggenheim
Securities, LLC is serving as financial advisor, AlixPartners LLP
is serving as restructuring advisor, and A&G Real Estate Partners
is serving as real estate advisor to the Company. Kroll is the
claims agent.
Kirkland & Ellis is serving as legal counsel to Nexus Capital
Management LP.
PNC Bank, National Association, the DIP ABL Agent and Prepetition
ABL Agent, is represented by Choate, Hall & Stewart, LLP; and Blank
Rome, LLP. 1903P Loan Agent, LLC, the DIP Term Agent, and the
Prepetition Term Loan Agent are represented by Otterbourg, P.C. and
Richards, Layton & Finger, P.A.
BIG LOTS: Sept. 16 Deadline Set for Panel Questionnaires
--------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy cases of Big Lots, Inc., et
al.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a questionnaire
available at https://tinyurl.com/4h6c4u2t and return by email it to
Linda Casey - linda.casey@usdoj.gov - at the Office of the United
States Trustee so that it is received no later than 4:00 p.m.
(E.T.), Sept. 16, 2024.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About Big Lots
Big Lots (NYSE: BIG) -- http://www.biglots.com/-- is a one-stop
shop home discount retailer. Big Lots' mission is to help
customers "Live BIG and Save LOTS" by offering bargains on
everything for their homes, including furniture, decor, pantry
essentials, kitchenware, groceries, and pet supplies.
Headquartered in Columbus, Ohio, Big Lots operates more than 1,300
stores across 48 states in the United States, as well as an
e-commerce store with expanded fulfillment and delivery
capabilities.
On Sept. 9, 2024, Big Lots, Inc. and each of its subsidiaries
initiated voluntary Chapter 11 proceedings (Bankr. D. Del. Lead
Case No. 24-11967).
Petitions signed by Jonathan Ramsden as chief financial officer and
administrative officer indicate that as of May 4, 2024, the
Debtors' total assets is $3,178,342,000 and total debts is
$3,096,901,000.
The Honorable J. Kate Stickles presides over the cases.
Davis Polk & Wardwell LLP is serving as legal counsel, Morris,
Nichols, Arsht & Tunnell LLP is serving as Delaware counsel,
Guggenheim Securities, LLC is serving as financial advisor,
AlixPartners LLP is serving as restructuring advisor, and A&G Real
Estate Partners is serving as real estate advisor to the Company.
Gordon Brothers Retail Partners LLC serves as retail consultants.
Kroll Restructuring Administration LLC is the claims agent.
Kirkland & Ellis is serving as legal counsel to Nexus.
BIG LOTS: Wins Interim Approval of DIP Facilities
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has entered
an interim order authorizing Big Lots, Inc., to obtain
debtor-in-possession financing agreements to support its operations
during its Chapter 11 bankruptcy proceedings. The DIP facilities
consist of:
1. a Senior Secured Superpriority Debtor-in-Possession
Asset-Based Revolving Credit Agreement providing approximately $550
million; and
2. a Senior Secured Superpriority Debtor-in-Possession Term
Loan Agreement for about $157.5 million.
Pursuant to a Senior Secured Superpriority Debtor-in-Possession
Asset-Based Revolving Credit Agreement, dated as of September 10,
2024, by and among (A) the Company, as borrower, (B) Big Lots
Stores, LLC, as borrower, (C) the lenders from time to time party
thereto, and (D) PNC Bank, National Association, as lead left
arranger and administrative agent for the DIP ABL Lenders, the DIP
ABL Lenders have committed to provide approximately $550 million of
debtor-in-possession financing in the form of a senior secured
superpriority debtor-in-possession asset-based revolving credit
facility. Upon entry of the interim DIP order by the Bankruptcy
Court, the DIP ABL Commitment shall be available to the Borrowers
to draw upon. Upon entry of the final DIP order by the Bankruptcy
Court, the DIP ABL Commitment will be used to repay and refinance
existing commitments under the ABL Credit Agreement.
Additionally, pursuant to a Senior Secured Superpriority
Debtor-in-Possession Term Loan Agreement, dated as of September 10,
2024, by and among (A) the DIP Borrowers, (B) the lenders from time
to time party thereto, and (C) 1903P Loan Agent, LLC, as
administrative agent for the DIP Term Lenders, the DIP Term Lenders
have committed to provide approximately $157.5 million in
debtor-in-possession financing in the form of a senior secured
superpriority debtor-in-possession term loan facility. Upon entry
of the interim DIP order by the Bankruptcy Court:
-- $25 million of the DIP Term Commitment will be funded and
made available to the DIP Borrowers and applied in accordance with
the DIP Credit Agreements.
-- $75 million of the DIP Term Commitment will be deemed
funded and used to repay and refinance existing commitments under
the Term Credit Agreement.
Upon entry of the final DIP order by the Bankruptcy Court, $10
million of new money Term Loans will be funded and made available
to the DIP Borrowers and applied in accordance with the DIP Credit
Agreements. The remainder of the DIP Term Commitment will be
deemed funded and used to repay and refinance existing commitments
under the Term Credit Agreement.
The Borrowers' obligations under the proposed DIP Facilities will
be guaranteed by each subsidiary of the Company (other than Big
Lots Stores, LLC). In addition, upon entry and subject to the terms
of the interim DIP order approving the DIP Facilities (or the final
DIP order, when entered), the claims of the DIP ABL Lenders and DIP
Term Lenders will be:
(i) entitled to superpriority administrative expense claim
status and, subject to certain customary exclusions in the credit
documentation,
(ii) with respect to the DIP ABL Lenders, secured by (a) a
perfected first priority lien on all property of the Debtors
subject to an existing first priority lien under the ABL Credit
Agreement, (b) a perfected junior lien on all property of the
Debtors subject to an existing first priority lien under the Term
Credit Agreement, (c) a perfected first priority lien on all
unencumbered assets that would otherwise constitute ABL Priority
Collateral, and (d) a junior lien on all unencumbered assets that
would otherwise constitute Term Priority Collateral,
(iii) with respect to the DIP Term Lenders, secured by (a) a
perfected first priority lien on all Term Priority Collateral, (b)
a perfected junior lien on all ABL Priority Collateral, (c) a
perfected first priority lien on all unencumbered assets that would
otherwise constitute Term Priority Collateral, and (d) a junior
lien on all unencumbered assets that would otherwise constitute ABL
Priority Collateral, and
(iv) entitled to adequate protection liens in favor of the DIP
ABL Agent and DIP Term Agent (as applicable) on all unencumbered
assets in accordance with the lenders' intercreditor agreement.
Under the proposed DIP Credit Agreements, the Debtors will be able
to make optional prepayments of the DIP Facilities, in whole or in
part, without penalty (other than applicable breakage and
redeployment costs and the payment of certain other fees as more
fully set forth in the DIP Credit Agreements). In addition, subject
to certain exceptions and conditions described in the proposed DIP
Credit Agreements, the Company will be obligated to prepay the
obligations thereunder with the net cash proceeds of certain asset
sales, with casualty insurance proceeds, extraordinary receipts or
the proceeds of any indebtedness not permitted to be incurred
pursuant to the terms of the DIP Credit Agreements.
The scheduled maturity date of the DIP ABL Facility will be the
earliest of:
(i) Feb. 7, 2025, which is 150 days after entry of the interim
DIP order on Sept. 10, 2024;
(ii) the date on which a chapter 11 plan becomes effective;
and
(iii) the closing date of a Transaction.
The DIP ABL Facility will bear an interest rate per annum equal to
SOFR plus 3.50%. In addition, borrowings under the DIP ABL Facility
will be limited to the lower of the maximum facility amount and
borrowing base availability. The borrowing base availability amount
will be equal to 90% of our eligible credit card receivables, up to
87.5% of the assessed value of certain eligible inventory, up to
15% of the assessed value of certain in-transit inventory, and
subject to certain applicable reserves.
The scheduled maturity date of the DIP Term Facility will be the
earliest of:
(i) Feb. 7, 2025, which is 150 days after entry of the interim
DIP order on Sept. 10, 2024;
(ii) the date on which a chapter 11 plan becomes effective,
and
(iii) the closing date of a Transaction (as defined in the DIP
Term Credit Agreement).
The DIP Term Facility will bear an interest rate per annum equal to
SOFR plus (i) 11.25% until entry of the final DIP order, and (ii)
9.75% thereafter. In addition, borrowings under the DIP Term
Facility will be limited to the lower of the maximum facility
amount and the borrowing base availability. The borrowing base
availability amount will be equal to 10% of our eligible credit
card receivables, up to 17.5% of the assessed value of certain
eligible inventory, up to 15% of the assessed value of certain
in-transit inventory, the value of certain real estate, the value
of certain furniture, fixtures and equipment, and subject to
certain applicable reserves.
The proposed DIP Credit Agreements contain representations,
warranties and covenants that are typical and customary for these
types of debtor-in-possession facilities, including, but not
limited to specified restrictions on indebtedness, liens, guarantee
obligations, mergers, acquisitions, consolidations, liquidations
and dissolutions, sales of assets, leases, payment of dividends and
other restricted payments, voluntary payments of other
indebtedness, investments, loans and advances, transactions with
affiliates, sale and leaseback transactions and compliance with
case milestones. The proposed DIP Credit Agreements also contain
customary events of default, including as a result of certain
events occurring in the Chapter 11 Cases. The DIP Credit Agreements
also require compliance with a variance covenant that compares
actual operating disbursements and receipts and capital
expenditures to the budgeted amounts set forth in the DIP budgets
delivered to the DIP Agents and DIP Lenders on or prior to the
closing date and updated periodically thereafter pursuant to the
terms of the DIP Credit Agreements. The proposed DIP Credit
Agreements are subject to approval by the Bankruptcy Court and will
be subject to customary conditions precedent.
Full-text copies of the DIP ABL Credit Agreement and the DIP Term
Credit Agreement are available at https://tinyurl.com/kwywhhf2 and
https://tinyurl.com/bdhczfke, respectively.
A hearing to consider final approval of the DIP facilities will be
held on October 9, 2024, at 11:00 a.m., prevailing Eastern Time.
Counsel to the DIP ABL Agent and Prepetition ABL Agent:
John F. Ventola, Esq.
Jonathan D. Marshall, Esq.
Jacob S. Lang, Esq.
Choate, Hall & Stewart LLP
Two International Place
Boston, MA 02110
E-mail: jventola@choate.com
jmarshall@choate.com
jslang@choate.com
- and -
Regina Stango Kelbon, Esq.
Stanley Tarr, Esq.
Blank Rome, LLP
1201 N. Market Street Suite 800
Wilmington, DE 19801
E-mail: regina.kelbon@blankrome.com
stanley.tarr@blankrome.com
Counsel to the DIP Term Agent and the Prepetition Term Loan Agent:
Chad B. Simon, Esq.
James V. Drew, Esq.
Sarah L. Hautzinger, Esq.
Otterbourg, P.C.
230 Park Ave Ste 29
New York, NY 10169
E-mail: CSimon@otterbourg.com
JDrew@otterbourg.com
shautzinger@otterbourg.com
- and -
John H. Knight, Esq.
Richards, Layton & Finger, P.A.
920 N. King Street
Wilmington, DE 19801
E-mail: knight@rlf.com
About Big Lots
Big Lots (NYSE: BIG) -- http://www.biglots.com/-- is one of the
nation's largest closeout retailers focused on extreme value,
delivering bargains on everything for the home, including
furniture, decor, pantry and more.
On Sept. 9, 2024, Big Lots, Inc. and each of its subsidiaries
initiated voluntary Chapter 11 proceedings (Bankr. D. Del. Lead
Case No. 24-11967). The case is being administered by the
Honorable J. Kate Stickles.
Davis Polk & Wardwell LLP is serving as legal counsel, Guggenheim
Securities, LLC is serving as financial advisor, AlixPartners LLP
is serving as restructuring advisor, and A&G Real Estate Partners
is serving as real estate advisor to the Company. Kroll is the
claims agent.
Kirkland & Ellis is serving as legal counsel to Nexus Capital
Management LP.
PNC Bank, National Association, the DIP ABL Agent and Prepetition
ABL Agent, is represented by Choate, Hall & Stewart, LLP; and Blank
Rome, LLP. 1903P Loan Agent, LLC, the DIP Term Agent, and the
Prepetition Term Loan Agent are represented by Otterbourg, P.C. and
Richards, Layton & Finger, P.A.
BLINK FITNESS: Inks $105MM Asset Purchase Agreement With PureGym
----------------------------------------------------------------
Blink Fitness, the fitness brand known for its commitment to an
inclusive and inviting environment, on September 10, 2024,
announced that it has reached an agreement with Pinnacle US
Holdings -- a subsidiary of PureGym Ltd., a leading global gym
operator, to acquire Blink's corporate operations and a substantial
portion of Blink's locations, with a focus on New York and New
Jersey. The agreement is subject to court approval and gives
PureGym 'stalking horse' status ahead of an auction, scheduled to
take place on October 28 if competing bids are received.
"We are pleased to reach this agreement with PureGym, which marks
an important step in our sale process," said Guy Harkless,
President and Chief Executive Officer of Blink Fitness. "For many
years, Blink has provided our members with an inclusive,
community-focused gym destination. As we have worked this year to
reinvigorate our most popular locations and elevate our member
experience, we are encouraged by PureGym's interest in the Blink
business model and strategy, and their belief in Blink's mission to
democratize fitness for all.
He continued, "We are confident that Blink's foundation as an
affordable fitness brand will provide a strong base for new
ownership to build upon. We know how important fitness is to those
who choose to work out at Blink, and we continue to go the extra
mile for all of our members. On behalf of the management team, I
want to thank the entire Blink Nation for their continued focus,
commitment, and hard work that has continued unabated throughout
the filing period."
Humphrey Cobbold, CEO of PureGym said, "We have long admired Blink
for the premium and affordable fitness experience that the team has
delivered, and their commitment to helping members improve their
life through fitness. This agreement to be the stalking horse
bidder in the court-supervised sale process lays the foundation for
PureGym to successfully expand its footprint in the U.S.,
supporting our purpose-driven mission to inspire a healthier world
at an accessible price."
PureGym is committed to ensuring continuity of service for Blink's
members in New York and New Jersey by maintaining the high-quality
fitness experience that Blink members have come to expect. As part
of their strategic expansion into the U.S. market, PureGym plans to
invest further in these gyms to enhance the customer fitness
experience through facility upgrades that align with PureGym's
mission to inspire a healthier world by providing accessible,
high-quality fitness options.
Agreement Details
On August 12, 2024, Blink announced that it had made the decision
to commence an efficient and value-maximizing sale process to
position the business for long-term success. To facilitate the sale
process, the Company filed voluntary petitions for relief under
Chapter 11 of the U.S. Bankruptcy Code. In connection with the
Chapter 11 filing, Blink has entered into a stalking horse
agreement with PureGym, whereby PureGym, whose investors include
Leonard Green & Partners and KKR, would acquire Blink's corporate
operations and a substantial portion of Blink's locations, with a
focus on New York and New Jersey. The base purchase price is $105
million in cash and PureGym also intends to assume certain
liabilities. The agreement remains subject to higher or otherwise
better offers, Court approval, and other customary conditions.
While Blink's Texas, Illinois, and California locations are not
included in the PureGym agreement, Blink remains encouraged by the
performance of these gyms and is actively continuing to explore the
sale of these locations.
Throughout the court-supervised sale process and as it transitions
to new ownership, Blink will continue to provide members with the
high-quality fitness experience they have come to expect.
Additional information regarding the Company's court-supervised
process is available at Blink's restructuring website,
http://www.BlinkFitnessFuture.com.
About Blink Holdings
Blink Holdings, Inc., d/b/a Blink Fitness, provides fitness
services in the high value, low price fitness category. The
business was launched in 2011 with only three locations in New York
and New Jersey. By 2019, Blink Fitness had expanded to 92
corporate-owned locations and 10 franchised locations in New York,
New Jersey, Massachusetts, Texas, Illinois, and California, and had
just launched a proprietary mobile application to enhance member
experience.
Blink Holdings and more than 100 of its affiliates sought relief
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead
Case No. 24-11686) on Aug. 12, 2024. In the petition filed by
President Guy Harkless, Blink Holdings disclosed $100 million to
$500 million in assets against $100 million to $500 million in
debt.
The Hon. J. Kate Stickles presides over the cases.
Young Conaway Stargatt & Taylor, LLP serves as the Debtors'
counsel. Moelis & Company is the Debtors' investment banker and
EPIQ Corporate Restructuring LLC is the Debtors' notice and claims
agent.
BLINK FITNESS: Justifies $73-Mil. Bankruptcy Loan as Only Option
----------------------------------------------------------------
Alex Wolf of Bloomberg Law reports that gym chain Blink Fitness
defended its request for a $73 million loan over concerns raised by
junior creditors, saying it is the company's best and only option
to maneuver through bankruptcy.
According to Bloomberg Law, Blink Holdings Inc. must make a few
customary concessions to a group of lenders led by Varagon Capital
Partners to secure $21 million in fresh cash needed to run an
efficient Chapter 11 case and sale process, the budget-friendly
fitness chain told the US Bankruptcy Court for the District of
Delaware in a filing Monday, September 9, 2024.
About Blink Holdings
Blink Holdings, Inc., d/b/a Blink Fitness, provides fitness
services in the high value, low price fitness category. The
business was launched in 2011 with only three locations in New York
and New Jersey. By 2019, Blink Fitness had expanded to 92
corporate-owned locations and 10 franchised locations in New York,
New Jersey, Massachusetts, Texas, Illinois, and California, and had
just launched a proprietary mobile application to enhance member
experience.
Blink Holdings and more than 100 of its affiliates sought relief
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead
Case No. 24-11686) on Aug. 12, 2024. In the petition filed by
President Guy Harkless, Blink Holdings disclosed $100 million to
$500 million in assets against $100 million to $500 million in
debt.
The Hon. J. Kate Stickles presides over the cases.
Young Conaway Stargatt & Taylor, LLP serves as the Debtors'
counsel. Moelis & Company is the Debtors' investment banker and
EPIQ Corporate Restructuring LLC is the Debtors' notice and claims
agent.
BLINK HOLDINGS: Law Firm of Russell Represents Utility Companies
----------------------------------------------------------------
Russell R. Johnson III, Esq., of the Law Firm of Russell R. Johnson
III, PLC filed a verified statement pursuant to Rule 2019 of the
Federal Rules of Bankruptcy Procedure to disclose that in the
Chapter 11 cases of Blink Holdings, Inc. and affiliates, the firm
represents utility companies (the "Utilities").
The utility companies provided prepetition utility goods/services
to the Debtors and continue to provide post-petition utility
goods/services to the Debtors.
The names and addresses of the Utilities represented by the firm
are:
1. Consolidated Edison Company of New York, Inc.
Attn: Bankruptcy
Customer Operations, Specialized Activities, 9th Floor
4 Irving Place
New York, New York 10003
2. Southern California Edison Company
Attn: Jeffrey S. Renzi, Esq.
Director and Managing Attorney
Southern California Edison Company, Law Dept.
2244 Walnut Grove Avenue
Rosemead, California 91770
3. Commonwealth Edison Company
Attn: Lynn R. Zack, Esq.
Assistant General Counsel
Exelon Corporation
2301 Market Street, S23-1
Philadelphia, Pennsylvania 19103
4. Public Service Electric and Gas Company
Attn: Matthew Cooney, Bankruptcy Department
80 Park Plaza, T5D
Newark, New Jersey 07102
5. PSEG Long Island
Attn: Brianna Maye, Back Office Collections
15 Park Drive
Melville, New York 11747
The Utilities have unsecured claims against the Debtors arising
from prepetition utility usage.
The Law Firm of Russell R. Johnson III, PLC was retained to
represent the Utilities in August 2024.
The law firm can be reached at:
Russell R. Johnson III, Esq.
LAW FIRM OF RUSSELL R. JOHNSON III, PLC
2258 Wheatlands Drive
Manakin-Sabot, Virginia 23103
Telephone: (804) 749-8861
Email: russell@russelljohnsonlawfirm.com
About Blink Holdings
Blink Holdings, Inc., is a provider of fitness services in the high
value, low price fitness category.
Blink Holdings and more than 100 of its affiliates sought relief
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead
Case No. 24-11686) on Aug. 12, 2024. At the time of the filing,
Blink Holdings disclosed $100 million to $500 million in both
assets and debt.
Judge J. Kate Stickles presides over the cases.
Young Conaway Stargatt & Taylor, LLP serves as the Debtors'
counsel. Moelis & Company is the Debtors' investment banker and
EPIQ Corporate Restructuring LLC is the Debtors' notice and claims
agent.
BRIDGETOPIA LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Bridgetopia, LLC
3000 Riverchase Galleria, Suite 1770
Birmingham, AL 35244
Business Description: Bridgetopia, LLC is part of the residential
building construction industry.
Chapter 11 Petition Date: September 12, 2024
Court: United States Bankruptcy Court
Northern District of Alabama
Case No.: 24-02788
Judge: Hon. D Sims Crawford
Debtor's Counsel: Stephen P. Leara, 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: sleara@spain-gillon.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Misty 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/UTZICDQ/Bridgetopia_LLC__alnbke-24-02788__0001.0.pdf?mcid=tGE4TAMA
BURGERFI INTERNATIONAL: Files for Chapter 11 Reorganization
-----------------------------------------------------------
BurgerFi International, Inc., owner of the high-quality, casual
dining chain Anthony's Coal Fired Pizza & Wings and one of the
nation's leading fast-casual "better burger" dining concepts,
BurgerFi, announced on September 11, 2024, that it has filed
voluntary petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in order to preserve the value of its brands for
all stakeholders.
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.
"BurgerFi and Anthony's Coal Fired Pizza & Wings are dynamic and
beloved brands, and in the face of a drastic decline in
post-pandemic consumer spending amidst sustained inflation and
increasing food and labor costs, we need to stabilize the business
in a structured process," said Jeremy Rosenthal, Chief
Restructuring Officer of BurgerFi International, Inc. "We are
confident that this process will allow us to protect and grow our
brands and to continue the operational turnaround started less than
12 months ago and secure additional capital."
The Board brought in Carl Bachmann as chief executive officer and
Christopher E. Jones, chief financial officer in July 2023 to
turnaround and strengthen the brands and operations. Faced with
legacy operational challenges, they quickly developed and
implemented a strategic plan to address foundational issues
including declining same store sales, high employee turnover and a
stale menu. As part of the turnaround efforts, the Company
initiated a top-to-bottom evaluation of its operations, which is
continuing.
As a result, the Company has aligned its footprint with current
business standards through the closure of 19 underperforming
corporate-owned stores and reduced related operating costs. The
Company's current platform is primed for success.
"Despite the early positive indicators of the turnaround plan
initiated less than a year ago, the legacy challenges facing the
business necessitated today's filing," said Carl Bachmann. "We are
grateful for the continued support of our loyal customers, vendors,
business partners and our dedicated team members, who are the heart
of the company."
The Company will be filing customary "first day" motions in the
Chapter 11 cases, to ensure normal operations. These motions,
subject to court approval, will enable the timely payment of
employee wages and benefits, the continuation of customer programs
and other relief. The expedited relief being sought by the Company
includes permitting guests to continue to use rewards and gift
cards at participating locations to enjoy the exceptional food and
service we are proud to provide through BurgerFi and Anthony's Coal
Fired Pizza & Wings.
Court filings and other documents related to the restructuring are
available on a separate website administered by the Company's
claims agent, Stretto, Inc. at cases.stretto.com/BFI. Stakeholders
with questions can call (855) 492-7450 or (714) 881-5915 or email
BurgerFiInquiries@stretto.com.
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.
About BurgerFi
Headquartered in Fort Lauderdale, Florida, BurgerFi International,
Inc. 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.
BYJU'S ALPHA: Auditor BDO Steps Down Amid Chapter 11 Proceedings
----------------------------------------------------------------
Chiranjivi Chakraborty of Bloomberg News reports that troubled
education tech startup Byju's said its auditor BDO resigned,
becoming the second such company to do so since mid-2023.
The audit company resigned 45 days after the initiation of a
bankruptcy process against Byju's, citing the suspended board's
failure to provide requested clarifications, Byju's said in a
statement.
BDO did not respond to requests for comment outside of regular
business hours.
Byju's was once India's most valued startup. It is now staring at
insolvency after India's top court ordered a stay on a ruling last
month that allowed it to avert bankruptcy.
About BYJU's Alpha
BYJU's Alpha, Inc., designs and develops education software
solutions.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 24-10140) on Feb. 1, 2024. In the
petition signed by Timothy R. Pohl, chief executive officer, the
Debtor disclosed up to $1 billion in assets and up to $10 billion
in liabilities.
Judge John T. Dorsey oversees the case.
Young Conaway Stargatt & Taylor, LLP and Quinn Emanuel Urquhart &
Sullivan, LLP serve as the Debtor's legal counsel.
GLAS Trust Company LLC, as DIP Agent and Prepetition Agent, is
represented in the Debtor's case by Kirkland & Ellis LLP, Pachulski
Stang Ziehl & Jones, and Reed Smith.
CADUCEUS PHYSICIANS: U.S. Trustee Appoints Stanley Otake as PCO
---------------------------------------------------------------
Peter Anderson, the U.S. Trustee for Region 16, appointed Stanley
Otake as patient care ombudsman for Caduceus Physicians Medical
Group.
Section 333 of the Bankruptcy Code provides that Stanley Otake as
the patient care ombudsman shall:
* Monitor the quality of patient care provided to patients of
Caduceus, to the extent necessary under the circumstances,
including, to the extent necessary, interviewing patients and
physicians and other appropriate interested parties.
* In the event that the PCO determines that the quality of
patient care provided to patients of Caduceus is declining
significantly or is otherwise materially compromised, the PCO shall
file with the Court a motion or a written report, with notice to
the parties in interest immediately upon making such
determination.
* As required by Section 333(b)(2), not later than 60 days
after the date of the appointment, and thereafter in 60-day
intervals, report to the Court after notice to the parties in
interest, at a hearing or in writing, regarding the quality of
patient care provided to patients of Caduceus.
* The PCO shall post conspicuously and serve notice of the
PCO's reports pursuant to Rule 2015.1 of the Federal Rules of
Bankruptcy Procedure, and in so doing may satisfy notice to all
patients by providing to Caduceus a written notice of when and how
the next report will be made, identifying the identity and location
of the person from whom a copy of any written report may be
obtained pursuant to Rule 2015.1(a), a copy of which notice
Caduceus shall provide to all admitted patients upon their
admission to Caduceus, unless at a future date the Court waives
such notice or determines that other means of noticing patients is
required.
* If the PCO anticipates spending more than $15,000 for his
services covering Caduceus, he shall submit a proposed supplemental
budget to the U.S. Trustee and Caduceus for comment. These
supplemental budgets may seek a maximum of $10,000.00 in each
instance.
Mr. Otake disclosed in a court filing that he is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
The ombudsman may be reached at:
Stanley Otake
225 N. Deerwood Street
Orange, CA 92869
Cell: 562-225-1934
Residence: 714-289-1545
E-Mail: ucla1000@aol.com
About Caduceus Physicians Medical Group
Caduceus Physicians Medical Group 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 and
24-11946, respectively) on August 1, 2024. The petitions were
signed by Howard Grobstein as chief restructuring officer. At the
time of the filing, Caduceus Physicians reported $1 million to $10
million in both assets and liabilities while Caduceus Medical
reported up to $50,000 in both assets and liabilities.
Judge Theodor Albert presides over the cases.
David A. Wood, Esq., at Marshack Hays Wood, LLP represents the
Debtors as legal counsel.
CAMS AUTO: Unsecureds to be Paid in Full with Interest
------------------------------------------------------
Cams Auto Sales, LLC, submitted a Second Amended Plan of
Reorganization dated August 13, 2024.
The Debtor is a Tennessee Limited Liability Company that is owned
and managed by one individual.
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 an interest rate
of 13.25% and 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.
The Managing Member of the Debtor serving in such capacity as of
the Confirmation Date will continue to serve in such capacities as
the Managing Member and Officers of the Reorganized Debtor, subject
to any future action take by the Reorganized Debtor's Managing
Member or members in accordance with applicable non bankruptcy
law.
Until the Effective Date, the Bankruptcy Court shall retain
jurisdiction over the Debtor and its Estate, assets, and
properties. On the Effective Date, all property transferred to the
Reorganized Debtor and all rights of the Reorganized Debtor shall
be removed from the jurisdiction of the Bankruptcy Court (subject
to the provisions of Article XI of the Plan) and the Reorganized
Debtor may use, acquire, sell, assign, transfer, license or dispose
of property free from any restrictions of the Bankruptcy Code or
the Bankruptcy Rules, subject to the requirements of this Plan.
A full-text copy of the Second Amended Plan dated August 13, 2024
is available at https://urlcurt.com/u?l=mf7yc4 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.
CANADA JETLINES: Enters Bankruptcy Under Canadian Insolvency Act
----------------------------------------------------------------
Canada Jetlines Operations Ltd. announced on September 11, 2024,
that it has made a voluntary assignment in bankruptcy for the
benefit of its creditors pursuant to section 49 of the Bankruptcy
and Insolvency Act (Canada). BDO Canada Limited will continue its
appointment and act as Licensed Insolvency Trustee and realize on
the Company's assets in accordance with the BIA. Dentons Canada LLP
is legal counsel to the Company.
A notice of the bankruptcy and particulars of the first meeting of
creditors will be sent to creditors by mail in the coming days.
About Canada Jetlines Operations Ltd
Canada Jetlines Operations provides travel services. The Company
offers passenger and cargo air transportation services by airline
carrier. Canada Jetlines Operations serves customers in Canada.
CASTILLO ENTERPRISES: Neema Varghese Named Subchapter V Trustee
---------------------------------------------------------------
The U.S. Trustee for Region 11 appointed Neema Varghese of NV
Consulting Services as Subchapter V trustee for Castillo
Enterprises, Inc.
Ms. Varghese will be paid an hourly fee of $400 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Varghese declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Neema T. Varghese
NV Consulting Services
701 Potomac, Ste. 100
Naperville, IL 60565
Tel: (630) 697-4402
Email: nvarghese@nvconsultingservices.com
About Castillo Enterprises
Castillo Enterprises Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-12472) on August
25, 2024, with up to $50,000 in assets and up to $1 million in
liabilities.
Judge Deborah L. Thorne presides over the case.
Paul M. Bach, Esq. at Bach Law Offices represents the Debtor as
bankruptcy counsel.
CHARIOT BUYER: New $155MM Add-on No Impact on Moody's 'B3' Rating
-----------------------------------------------------------------
Moody's Ratings said that Chariot Buyer LLC's (Chamberlain Group,
B3 stable) proposed $155 million add-on to its existing senior
secured first lien term loan is credit negative since the majority
will be used to fund a distribution to its shareholders. Moody's
view the transaction as shareholder friendly because it will
maintain Chamberlain's already high leverage. However, the ratings
are unchanged.
Chamberlain, headquartered in Oak Brook, Illinois, is a
manufacturer of entryway and perimeter access control products and
solutions in residential and commercial applications in markets
around the world. Private-equity firm Blackstone owns about 85% of
Chamberlain and The Duchossois Group 15%. Blackstone has had an
ownership interest in Chamberlain since 2021. Revenue was about
$1.8 billion for the 12 months ended June 2024.
CHEMTRADE LOGISTICS: DBRS Finalizes 'BB' on Senior Unsecured Notes
------------------------------------------------------------------
DBRS Limited finalized its provisional rating of BB with a Stable
trend and a Recovery Rating of RR5 on Chemtrade Logistics Inc.'s
(Chemtrade or the Company, rated BB (high), Stable) Senior
Unsecured Notes (the Notes), which closed on August 28, 2024.
The $250 million 6.375% Notes, due in 2029, are senior unsecured
obligations, and will rank pari passu in right of payment with any
existing and future senior Indebtedness, and senior in right of
payment to all existing and future Subordinated Indebtedness of the
Issuer. The Notes are effectively subordinated to all senior
secured indebtedness, including Indebtedness under the Company's
existing Credit Agreement. The Notes will be fully and
unconditionally guaranteed, jointly and severally, on an senior
unsecured basis by the Parent and Restricted Affiliates which
accounted for more than 90% of Chemtrade's total assets and more
than 95% of Chemtrade's total revenue as at and for the six-month
period ended June 30, 2024, and certain future Restricted
Affiliates.
The net proceeds from the Notes are expected to be used for the
repayment of existing indebtedness under the Credit Agreement and
for general corporate purposes.
Notes: All figures are in Canadian dollars unless otherwise noted.
CMTRD LLC: Court OKs Appointment of Maria Yip as Chapter 11 Trustee
-------------------------------------------------------------------
Judge Corali Lopez-Castro of the U.S. Bankruptcy Court for the
Southern District of Florida approved the appointment of Maria Yip
as Chapter 11 trustee for CMTRD LLC.
The appointment comes upon the application filed by Mary Ida
Townson, the U.S. Trustee for Region 21, to appoint a bankruptcy
trustee in CMTRD LLC's Chapter 11 case.
An analysis of the relevant facts clearly demonstrate that the
appointment of a Chapter 11 trustee is in the best interest of the
parties and CMTRD's estate. The creditors have expressed little
faith in the company's management and the pre-bankruptcy acts of
management support that conclusion.
According to CMTRD's Chapter 11 schedules, Marcelo Irigoin is the
100% shareholder of the company. On June 7, 2022, Mr. Irigoin was
indicted in the Southern District of New York on one count of money
laundering.
On December 9, 2022, the court entered judgment against Mr. Irigoin
and sentenced him to 26-month imprisonment followed by a 36-month
supervised release and a fine of $200,000. A money judgment of more
than $1.4 million was entered. According to the docket in the
criminal case, Mr. Irigoin was to surrender to the Bureau of
Prisons on April 1, 2023.
There can be no doubt that CMTRD has, at a minimum, demonstrated
actions that constitute dishonesty, gross mismanagement among other
things, or incompetence by management under section 1104(a)(1), and
perhaps fraud. Mr. Irigoin has pleaded guilty to federal money
laundering charges and is currently serving time in prison.
As a result, there are more than sufficient grounds to find "cause"
for the appointment of a Chapter 11 trustee, according to court
filings.
The Chapter 11 trustee can be reached at:
Maria M. Yip
2 S. Biscayne Blvd., Suite 2690
Miami, FL 33131
Tel: (305) 569-0550
Email: myip@yipcpa.com
About CMTRD LLC
CMTRD LLC filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-16374) on June
26, 2024. In the petition signed by Yuletsy Beatriz Granadillo,
manager, the Debtor disclosed up to $50 million in assets and up to
$10 million in liabilities.
Judge Corali Lopez-Castro oversees the case.
Susan D. Lasky, Esq., serves as the Debtor's counsel.
COEUR MINING: S&P Alters Outlook to Positive, Affirms 'B-' ICR
--------------------------------------------------------------
S&P Global Ratings revised its outlook to positive from negative
and affirmed its 'B-' issuer credit rating on Coeur Mining Inc. At
the same time, S&P raised its issue-level rating on the senior
unsecured notes to 'B' from 'B-' and revised its recovery rating to
'2' from '4', reflecting improved recovery prospects due to debt
reduction through a series of debt-for-equity exchanges. S&P's 'B+'
issue-level rating and '1' recovery rating on the senior secured
debt are unchanged.
The positive outlook reflects S&P's expectation of improving
earnings and free cash flow generation that could drive leverage
lower over the next 12 months.
The completion of ramp up activities at Rochester sets the stage
for strong earnings recovery over the next 12-24 months. Coeur
successfully achieved throughput rates of over 88,000 tons per day
at the end of the June 2024, following successful feeding of ore
through all three stages of crushing earlier in the year. S&P said,
"As a result, we expect improved gold and silver production from
Rochester over the next 12-24 months. The company recently affirmed
its 2024 total gold and silver production guidance of
310,000-355,000 ounces and 10.7 million-13.3 million ounces
respectively, despite the Rochester mine achieving 32% of the
midpoint of the mine's expected contribution as of June 30, 2024.
We also expect better fixed-cost absorption will drive production
costs lower following increased production. Over the past three
years, Rochester has been a drag on company's earnings and cash
flows due to lower production, higher costs, and capital
expenditures (capex) as the company undertook a mine expansion
program to improve production and recovery rates and overall
profitability of the mine. Following the completion of the
expansion, we expect gold production and silver production to at
least double within the next 24 months. The improved production
also coincides with higher gold and silver prices, which bodes well
for a positive turnaround in the mine's profitability and cash
flows."
Coeur is on track to double its EBITDA and margins in 2024
supported by record gold and silver prices and cost control
measures on a higher production base. The company-generated S&P
Global Ratings-adjusted EBITDA of about $90 million in the first
half of 2024, which compares favorably with $41 million in the same
period in 2023. The strong performance in the first half of 2024
was mainly boosted by a 16% increase in gold sales and a 7.3%
increase in realized gold prices. S&P said, "We expect this trend
to continue following completion of ramp up at Rochester and gold
trading above $2500/ per ounce, which is higher than our S&P
Global-assumed price of $2,100 for the remainder of 2024. We expect
these robust gold prices to persist for the remainder of the year
supported by strong central bank purchases to diversify monetary
reserves, increasing geopolitical tensions and a weakening U.S.
dollar causing investors to seek gold as a safe haven. Silver
prices have also increased by about 25% year to date, providing
further upside potential to Coeur's earnings for the rest of the
year. At the same time, the company revised its production costs
downward at its Palmarejo and Wharf mines, reflecting the improved
operational efficiencies from higher ore grades,
better-than-expected crusher performance, and favorable U.S.
dollar/Mexican Peso exchange rates. As result, we expect margins to
increase to the 20%-22% range in 2024 from 12.3% in 2023."
Coeur's cash flows could turn positive in 2025 as capex returns to
sustaining levels. The company generated free cash flow deficits
over the past three years due to increased capex associated with
the Rochester mine expansion. S&P said, "We expect capex to return
to more sustaining levels of about $140 million-$180 million over
the next two years, including modest growth expenditure of about
$40 million. This compares favorably with average capex of about
$345 million over the past two years. As a result, we expect free
cash flow deficits will moderate this year before turning positive
in 2025 as its earnings recovery continues, supported by full-year
operating results from the improved Rochester mine." Coeur partly
covered these free cash flow deficits in the past with drawings
under its revolver and the return to positive free cash flows
creates deleveraging opportunities as company plans to prioritize
debt repayment with excess cash flows. The company also reduced its
senior unsecured notes due 2029 by about $80 million over the past
18 months as some of its noteholders exchanged the debt for Coeur's
common stock.
S&P said, "The positive outlook reflects our expectation of
improving earnings and cash flow generation buoyed by increased
contribution from Rochester and record gold and silver prices. We
expect free cash flow will turn positive within the next 12 months,
creating deleveraging opportunities with excess cash flows for
Coeur. We expect adjusted debt to EBITDA of 3x-4x.
"We could revise our outlook on Coeur to stable if an operational
challenge halted progress at Rochester or any of its assets,
leading to lower volumes and higher costs. In such a scenario, we
would expect debt to EBITDA above 5x.
"We could raise our rating on Coeur within the next 12 months if it
sustains the recovery in its earnings through an improved operating
performance across its portfolio of assets."
In such a scenario S&P's would expect:
-- Positive free operating cash flows
-- Adjusted debt to EBITDA below 4x
CONNECT HOLDING: S&P Raises ICR to 'CCC+' After Debt Restructuring
------------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based
telecommunications service provider Connect Holding II LLC
(Brightspeed) to 'CCC+' from 'SD' (selective default).
S&P said, "We assigned a 'B-' issue-level rating and '2' recovery
rating to the company's $270 million first-lien, first-out revolver
due in 2031 and $2.9 billion first-lien, first-out, delayed-draw
term loan due in 2031. The '2' recovery rating indicates our
expectation for substantial (70%-90%; rounded estimate: 85%)
recovery in the event of a default.
"We assigned a 'CCC-' rating and '6' recovery rating to the $2.5
billion first-lien, second-out term loan due in 2031. The '6'
recovery rating indicates our expectation for negligible (0%-10%;
rounded estimate: 0%) recovery.
"Additionally, we raised the rating on the $1.2 billion Embarq
Corp. notes due in 2036 to 'CCC-' from 'CC'. The '6' recovery
rating is unchanged.
"The negative outlook reflects our view that leverage remains
elevated and credit metrics will likely deteriorate over the next
year because of ongoing FOCF deficits, lower earnings, and the high
payment-in-kind (PIK) rate on most of the new debt."
The completed debt restructuring alleviates liquidity pressures
through additional funding and extended debt maturities.
Brightspeed gets about $3 billion of liquidity from the new
delayed-draw term loans (undrawn at closing) and $245 million cash
on the balance sheet. The company may have the option to obtain $2
billion of incremental debt funding, which could allow it to expand
its fiber builds, depending on meeting certain incurrence
covenants. S&P said, "We do not include this potential funding in
our liquidity analysis because it is not committed. The transaction
also improved Brightspeed's maturity profile, extending debt
maturities to 2031. Our base-case forecast assumes Brightspeed will
require additional capital by the first quarter of 2026."
S&P said, "We still view the capital structure as unsustainable
with an expectation for an FOCF deficit of about $1.4 billion in
2024 and $1.7 billion in 2025 given elevated capital expenditure
related to building out Brightspeed's fiber network. The company
also faces secular pressures and intense competition such that we
expect EBITDA will decline over the next couple of years. Positive
cash flow depends on nearing completion of its fiber build and
increasing penetration in its markets.
"While the debt restructuring transaction reduced reported debt
about $1 billion, adjusted leverage is still elevated at about 19x
in 2024. Furthermore, we expect that lower EBITDA and a high PIK
rate on much of its debt will raise adjusted leverage over the next
couple of years. Therefore, we continue to view the capital
structure as unsustainable." Secular industry pressures and intense
competition in Brightspeed's markets will make it difficult to
increase near-term revenue and EBITDA. The company has made some
progress building out its fiber network, reaching over 1 million
homes this year. It is also evaluating Broadband, Equity, Access &
Development program proposals to subsidize network expansion.
Nonetheless, Brightspeed derives nearly all its revenue from legacy
copper-based broadband services for both residential and business
customers. That service is in secular decline given its limitations
as cable and fiber-to-the-home (FTTH) offer faster internet
speeds.
In addition, amid intense competition, it will likely take several
years for Brightspeed to sufficiently offset declines from digital
subscriber line services with FTTH broadband growth. The company
does not yet offer a mobile product, so it cannot bundle services
to better compete with Charter (38% overlap) or Comcast (15%).
Brightspeed's fiber penetration of homes passed is also
significantly lower than those of its peers at about 10%, leaving
it exposed to customer defections to competitive products,
including cable and fixed wireless access.
The negative outlook reflects S&P's view that leverage remains
elevated and credit metrics will likely deteriorate over the next
year because of ongoing FOCF deficits, lower earnings, and the high
payment-in-kind (PIK) rate on most of the new debt.
S&P could lower the rating on Brightspeed if it believes the
company will likely default in the next 12 months, including if:
-- S&P envisions a liquidity shortfall within the next 12 months
because of elevated capital expenditure or worse than expected
subscriber declines; and
-- It engages in another transaction that S&P views as
distressed.
Although unlikely over the next 12 months, S&P could:
-- Revise the outlook to stable if Brightspeed obtains a
substantial equity infusion, which S&P views as unlikely.
-- S&P said, "Raise the rating if Brightspeed executes on its
strategy, which increases broadband penetration such that we expect
EBITDA to stabilize and positive FOCF. We believe this could enable
Brightspeed to reduce leverage longer term."
S&P said, "Governance factors are a moderately negative
consideration in our analysis of Brightspeed, as it is for most
rated entities owned by private-equity sponsors. We believe the
company's highly leveraged financial risk profile points to
corporate decision-making that prioritizes the interests of
controlling owners." This also reflects private equity sponsors'
generally finite holding periods and focus on maximizing
shareholder returns.
CPV MARYLAND: S&P Affirms 'BB-' Rating on $350MM Term Loan B
------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issue-level rating on CPV
Maryland LLC's (CPV Maryland) $350 million term loan B (TLB).
S&P said, "At the same time, we revised the recovery rating to '1'
from '2' on the TLB, indicating our expectation for very high
(90%-100%: rounded estimate: 90%) recovery in a default scenario.
The revised recovery rating is due to lower expected debt
outstanding at simulated default, spurred by the recent capacity
auction rebound and the revision of our long-term assumptions,
partially offset by increased costs from the Regional Greenhouse
Gas Initiative (RGGI).
"The stable outlook reflects our expectation that CPV Maryland will
continue to operate in line with historical performance and will
largely generate debt service coverage ratios (DSCRs) of 1.5x-3.5x
through the remaining TLB term (2024-2028). We also expect the
minimum DSCR will remain above 1.50x during the project's life,
which includes the post-refinancing period (2028-2041)."
CPV Maryland owns the CPV St. Charles Energy Center (St. Charles),
an operating 745 megawatt natural gas-fired power plant in Charles
County, Md. The facility achieved commercial operations on Feb. 14,
2017, and is owned equally by four indirect wholly owned
subsidiaries of CPV Power Holdings L.P., Toyota Tsusho Corp.,
Marubeni Corp., and Osaka Gas Co. Ltd. The power plant consists of
two General Electric Co. (GE) 7F.05 combustion turbines with
associated electric generators, two CMI duct-fired triple-pressure
reheat heat recovery steam generators, and a single GE D11-A400
steam turbine with associated electric generator. The facility
burns only natural gas fuel.
St. Charles is among the most efficient combined cycle facilities
in the region, with a full baseload heat rate of about 7,000
British thermal units per kilowatt hour (Btu/kWh).
Located in the Southwestern Mid-Atlantic Area Council, which is
part of the Mid-Atlantic Area Council (MAAC) region in the
Pennsylvania-New Jersey-Maryland Interconnection (PJM), the project
benefits from higher capacity pricing compared with the rest of the
regional transmission organization.
With no long-term contractual cash flows, the project's principal
risk is its exposure to market forces in the PJM, and the broader
merchant power space. However, cleared capacity revenues, hedging,
and tariff-based ancillary cash flows partially offset this risk.
Like other projects financed with TLB structures, the project will
not have sufficient cash flow available for debt service (CFADS)
and cash on hand to repay debt outstanding at maturity and will
therefore be exposed to refinancing risk at that time.
The single-asset, stand-alone plant lacks scale and geographic
diversity.
S&P aid, "CPV Maryland's historical performance was in line with
our expectations. CPV Maryland's financial performance was robust
in 2023, with an annual sweep of approximately $25 million. The
project realized a spark spread of approximately $21 per megawatt
hour (/MWh) and generated a net energy margin of approximately $49
million and capacity revenue of approximately $26 million. CFADS
for compliance purposes was approximately $57 million for the year,
resulting in a DSCR of 2.70x. CPV Maryland's financial performance
remained consistent with our forecast for the first half of 2024.
As of June 30, 2024, the balance outstanding on the TLI B was
approximately $283 million.
"The project's DSCRs improved, as increased RGGI costs were offset
by higher capacity price assumptions. We anticipate higher
long-term capacity prices, somewhat mitigated by increased RGGI
costs throughout the asset life; as a result, the project's DSCRs
improved. With the expectation that higher load growth in PJM will
likely continue to accelerate, we forecast that the 2026/2027
Delivery Year MAAC capacity price to be $200/MW-day. We believe
that the long-term MAAC capacity price should revert to the $150
per megawatt-day (/MW-day) area over the long run. However, with
the RGGI clearing price increasing to $21 per unit in the latest
auction, we have adjusted our forecast to reflect higher RGGI costs
for the project. Compared with our previous review, the minimum and
median DSCRs have increased to 1.54x and 1.61x, respectively,
mainly due to a higher long-term capacity price assumption. We
continue to view this level of DSCRs as supportive of the rating.
"The stable outlook reflects our expectation that CPV Maryland will
continue to operate in line with historical performance and will
largely generate DSCRs of 1.5x-3.5x through the remaining TLB term
(2024-2028). We also expect the minimum DSCR will remain above
1.50x during the project's life, which includes the
post-refinancing period (2028-2041). Finally, we forecast about
$200 million outstanding on the term loan at maturity in mid-2028.
"We would lower the rating if the project is unable to maintain a
minimum DSCR of 1.35x on a sustained basis. This could result from
lower-than-expected capacity factors, weaker energy margins,
depressed capacity prices, and operational challenges such as
forced outages and lower plant availability. We could also consider
a negative rating action if the project's cash flow does not
translate into debt paydown, which would ultimately lead to the TLB
balance exceeding $240 million at maturity, and consequently a
weaker minimum DSCR, absent any other mitigating factors.
"Although unlikely, we could raise the rating if we expect the
project will maintain a minimum base-case DSCR above 1.8x in all
years, including the post-refinancing period; and we believe
operational and financial risks associated with a single-asset
plant will be adequately mitigated.
"We would expect such outcomes to materialize only via significant
improvement in favorable business conditions, which would lead to
improved dispatch, widening spark spreads or/and
higher-than-expected uncleared capacity prices in PJM's MAAC zone,
alongside prudent asset management."
CUT & FILL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Cut & Fill LLC
26639 W. Commerce Dr.
Suite 401
Volo IL 60073
Business Description: Cut & Fill LLC is a concrete services
company that offers a variety of services
including, but not limited to: saw
cutting/core drilling; breakout/removal/haul
away; infill/pour back; and decorative
walls/slabs.
Chapter 11 Petition Date: September 12, 2024
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 24-13457
Judge: Hon. Timothy A Barnes
Debtor's Counsel: David Herzog, Esq.
DAVID R. HERZOG
53 W. Jackson Blvd. Suite 1442
Chicago IL 60604
Tel: 312-977-1600
Email: drh@dherzoglaw.com
Total Assets: $183,243
Total Liabilities: $1,492,053
The petition was signed by Rachel McCuen as president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/EKJ7AQQ/Cut__Fill_LLC__ilnbke-24-13457__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/ENLMX3Q/Cut__Fill_LLC__ilnbke-24-13457__0001.0.pdf?mcid=tGE4TAMA
DAYTONA BLUETIDE: Hits Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Daytona Bluetide Group Limited Partnership filed Chapter 11
protection in Middle District of Florida. According to court
documents, the Debtor reports $19,627,068 in debt owed to 1 and 49
creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Sept. 23, 2024 at 9:00 a.m. in Room Telephonically on telephone
conference line: 877-801-2055. participant access code: 8940738#.
About Daytona Bluetide Group Limited Partnership
Daytona Bluetide Group Limited Partnership owns approximately 6.8
acres of land and six acres of leased submerged land generally
located at 163 E International Speedway Blvd., Daytona Beach, FL
valued at $25 million.
Daytona Bluetide Group Limited Partnership sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No.
24-04418) on August 22, 2024. In the petition filed by Fabrizio
Lucchese, as president of Daytona
Bluetide Group Inc., the Debtor reports total assets of $25,000,005
and total liabilities of $19,627,068.
The Honorable Bankruptcy Judge Grace E. Robson oversees the case.
The Debtor is represented by:
Jeffrey S. Ainsworth, Esq.
BRANSONLAW, PLLC
1501 E. Concord Street
Orlando, FL 32803
Tel: 407-894-6834
Email: jeff@bransonlaw.com
DEBORAH'S LLC: Seeks to Sell Property for $660,000
--------------------------------------------------
Deborah's LLC asked the U.S. Bankruptcy Court for the Northern
District of Mississippi to approve the sale of its real property
located at 165 Maggie Drive, Pontotoc, Miss.
The company is selling the property to a certain Shirley Jean
Sartin who offered $660,000.
The property is being sold "free and clear" of liens, claims and
security interests, according to court filings.
Farmers & Merchants Bank has a purported second lien on the
property. However, Deborah's contests the claim and will escrow the
remaining sales proceeds pending further court order.
A court hearing is scheduled for Oct. 16. Responses are due by
Sept. 23.
About Deborah's LLC
Deborah's LLC, a company in Pontotoc, Miss., filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Miss.
Case No. 24-12236) on July 30, 2024, with $500,000 to $1 million in
assets and $1 million to $10 million in liabilities. Deborah
Bryant, managing member, signed the petition.
Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC
represents the Debtor as bankruptcy counsel.
David Asbach, Acting U.S. Trustee for Region 5, appointed Robert
Byrd, Esq., at Byrd & Wiser, as Subchapter V trustee for Deborah's,
LLC.
DIAMOND SPORTS: Paul Hastings Updates List of Crossholders
----------------------------------------------------------
The law firm Paul Hastings LLP filed a fifth verified statement
pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure
to disclose that in the Chapter 11 cases of Diamond Sports Group
LLC, et al., the firm represents Ad Hoc Crossholder Group.
On or around October 4, 2022, the Ad Hoc Crossholder Group retained
Paul Hastings as counsel in connection with a potential
restructuring of the Debtors. Each member of the Ad Hoc Crossholder
Group has consented to Counsel's representation.
On April 16, 2024, Paul Hastings filed the Fourth Amended Verified
Statement of the Ad Hoc Crossholder Group Pursuant to Bankruptcy
Rule 2019. Subsequently, the members of the Ad Hoc Crossholder
Group and the disclosable economic interests such members hold in
relation to the Debtors have changed. Accordingly, pursuant to
Bankruptcy Rule 2019, Paul Hastings submits this Fifth
Amended Verified Statement.
The members of the Ad Hoc Crossholder Group are either the
beneficial holders of, or the investment advisors or managers to,
funds and/or accounts that hold disclosable economic interests in
relation to the Debtors.
Counsel represents only the members of the Ad Hoc Crossholder Group
and the DIP Agent and does not represent or purport to represent
any persons or entities other than the Ad Hoc Crossholder Group and
the DIP Agent in connection with the Chapter 11 Cases. In addition,
the Ad Hoc Crossholder Group does not, either collectively or
through its individual members, represent or purport to represent
any other persons or entities in connection with the Chapter 11
Cases.
The Ad Hoc Crossholder Group Members' address and the nature and
amount of disclosable economic interests held in relation to the
Debtors are:
1. Alta Fundamental Advisers LLC
1500 Broadway Suite 704
New York, NY 10036
* First Lien Term Loans ($444,653.80)
* Second Lien Term Loans ($294,770,200.40)
* Second Lien Notes ($122,228,000.00)
* Unsecured Notes ($138,998,500.00)
* DIP Loans ($33,048,402.51)
2. Funds managed by Diameter Capital Partners LP
55 Hudson Yards, Suite 29B
New York, NY 10001
* DIP Loans ($78,682,255.69)
3. DISCOVERY GLOBAL OPPORTUNITY MASTER FUND, LTD.
20 Marshall Street
South Norwalk, CT 06854
* Second Lien Notes ($210,000,000.00)
* Unsecured Notes ($131,000,000.00)
* DIP Loans ($20,607,642.23)
4. Funds managed by Fidelity Management & Research Company
LLC
245 Summer Street
Boston, MA 02210-1129
* First Lien Term Loans ($20,717,577.40)
* Second Lien Term Loans ($133,830,372.42)
* Second Lien Notes ($26,665,000.00)
* DIP Loans ($18,041,439.98)
5. Funds managed by Hein Park Capital Management LP
c/o Hein Park Capital Management
888 7th Ave, 41st Floor
New York, NY 10019
* Second Lien Term Loans ($55,646,827.73)
* Second Lien Notes ($138,609,000.00)
* Unsecured Notes ($164,235,000.00)
* DIP Loans ($21,532,022.19)
6. Hudson Bay Master Fund Ltd.
Hudson Bay Capital Management LP
28 Havemeyer Place, 2nd Floor
Greenwich, CT 06830
* Second Lien Term Loans ($550,407,244.62)
* Second Lien Revolving Loans ($48,125,000.00)
* Second Lien Notes ($280,740,000.00)
* Unsecured Notes ($131,502,500.00)
* DIP Loan ($60,100,000.00)
7. Oaktree Capital Management, L.P., on behalf of certain funds
and/or accounts within its Value
Opportunities strategies for which it serves as investment
manager
Oaktree Capital Management, L.P.
333 South Grande Avenue, 28th Fl.
Los Angeles, CA 90071
* Second Lien Term Loans ($430,983,154.40)
* Second Lien Notes ($395,190,000)
* Unsecured Notes ($175,000,000.00)
8. PGIM, Inc., on behalf of various funds and/or accounts, as
investment advisor, subadvisor,
and/or collateral manager
PGIM, Inc.
P.O. Box 32339
Newark, NJ 07102
* First Lien Term Loans ($16,850,134.81)
* Second Lien Term Loans ($444,047,133.97)
* Second Lien Notes ($576,939,000.00)
* Unsecured Notes ($621,692,000.00)
* DIP Loans ($98,421,969.78)
Counsel to the Ad Hoc Crossholder Group:
PAUL HASTINGS LLP
James T. Grogan III, Esq.
Schlea M. Thomas, Esq.
600 Travis Street, 58th Floor
Houston, Texas 77002
Telephone: (713) 860-7300
Facsimile: (713) 353-3100
Email: jamesgrogan@paulhastings.com
schleathomas@paulhastings.com
-and-
Jayme T. Goldstein, Esq.
Sayan Bhattacharyya, Esq.
Christopher M. Guhin, Esq.
Matthew Garofalo, Esq.
Emily Kuznick, Esq.
Caroline Diaz, Esq.
200 Park Avenue
New York, New York 10166
Telephone: (212) 318-6000
Facsimile: (212) 319-4090
Email: jaymegoldstein@paulhastings.com
sayanbhattacharyya@paulhastings.com
chrisguhin@paulhastings.com
mattgarofalo@paulhastings.com
emilykuznick@paulhastings.com
carolinediaz@paulhastings.com
About Diamond Sports Group
Diamond Sports Group, LLC, and its affiliates own and/or operate
the Bally Sports Regional Sports Networks, making them the nation's
leading provider of local sports programming. DSG's 19 Bally
Sports RSNs serve as the home for 42 MLB, NHL, and NBA teams. DSG
also holds joint venture interests in Marquee, the home of the
Chicago Cubs, and the YES Network, the local destination for the
New York Yankees and Brooklyn Nets. The RSNs produce about 4,500
live local professional telecasts each year in addition to a wide
variety of locally produced sports events and programs. DSG is an
unconsolidated and independently run subsidiary of Sinclair
Broadcast Group.
Diamond Sports Group and 29 of its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case
No. 23-90116) on March 14, 2023. In the petition filed by David F.
DeVoe, Jr., as chief financial officer and chief operating officer,
Diamond Sports Group listed $1 billion to $10 billion in both
assets and liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP
and Porter Hedges, LLP as bankruptcy counsel; Wilmer Cutler
Pickering Hale, Dorr, LLP and Quinn Emanuel Urquhart & Sullivan,
LLP as special counsel; AlixPartners, LLP as financial advisor;
Moelis & Company, LLC and LionTree Advisors, LLC as investment
bankers; Deloitte Tax, LLP, as tax advisor; Deloitte Financial
Advisory Services, LLP, as accountant; and Deloitte Consulting, LLP
as consultant. Kroll Restructuring Administration, LLC is the
claims agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Akin Gump Strauss Hauer& Feld LLP as counsel; FTI
Consulting, Inc., as financial advisor; and Houlihan Lokey Capital,
Inc., as investment banker.
DIGITAL MEDIA: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Thirty-seven affiliates that concurrently filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Digital Media Solutions, Inc. (Lead Case) 24-90468
4800 140th Avenue N.
Suite 101
Clearwater FL 33762
Digital Media Solutions, Inc. 24-90468
Aramis Interactive, LLC 24-90467
Aimtell Holdco, Inc. 24-90469
Aimtell LLC 24-90470
Apex Digital Solutions, LLC 24-90472
Art Brock Holdings, LLC 24-90475
Best Rate Holdings, LLC 24-90477
Best Rate Referrals, Inc. 24-90479
Car Loan Pal Holdings LLC 24-90483
CEP V DMS US Blocker Company 24-90487
CGIW Marketing Services, LLC 24-90471
Dealtaker, LLC 24-90476
Digital Media Solutions Holdings, LLC 24-90481
Digital Media Solutions, LLC 24-90485
DMS Education LLC 24-90488
DMS Engage, LLC 24-90491
DMS UE Acquisition Holdings Inc. 24-90495
Edge Marketing, LLC 24-90500
Forte Media Solutions, LLC 24-90503
Health Market Advisor Group, LLC 24-90473
Orange Cedar Holdings, LLC 24-90480
Peak Vertex LLC 24-90484
Performance Marketers Group, LLC 24-90489
Protect.com LLC 24-90502
Pure Flow Marketing, LLC 24-90501
PushPros LLC 24-90497
RGO Media, LLC 24-90494
Schooladvisor, LLC 24-90493
She is Media, LLC 24-90474
SmarterChaos.com, LLC 24-90478
Sparkroom Holdings, LLC 24-90482
Sparkroom, LLC 24-90486
SWWSMedia.com, LLC 24-90490
Traverse Data, Inc. 24-90492
UE Authority, co. 24-90496
W4 Holding Company, LLC 24-90499
White Star Email LLC 24-90498
Business Description: Founded in 2012, DMS is a technology-enabled
digital advertising company that leverages
its advanced technology and proprietary
customer data to efficiently and effectively
connect its customers with their target
consumers. DMS's first-party data asset,
proprietary technology and products,
expansive digital media reach, and data-
driven processes help digital advertising
clients within the insurance, education, and
consumer sectors, among others, de-risk
their advertising spend while scaling their
customer bases. As of the Petition Date,
the Debtors operate in at least 15 countries
and territories around the world and employ
approximately 247 individuals in the United
States and Canada.
Chapter 11 Petition Date: September 11, 2024
Court: United States Bankruptcy Court
Southern District of Texas
Judge: Hon. Alfredo R Perez
Debtors'
Co-Bankruptcy
Counsel: Joshua A. Sussberg, P.C.
Elizabeth H. Jones, Esq.
KIRKLAND & ELLIS LLP AND KIRKLAND & ELLIS
INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
Email: joshua.sussberg@kirkland.com
elizabeth.jones@kirkland.com
- and -
Alexandra F. Schwarzman, P.C.
333 West Wolf Point Plaza
Chicago, Illinois 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
Email: alexandra.schwarzman@kirkland.com
Debtors'
Co-Bankruptcy
Counsel: John F. Higgins, Esq.
M. Shane Johnson, Esq.
Megan Young-John, Esq.
James A. Keefe
PORTER HEDGES LLP
1000 Main St., 36th Floor
Houston, Texas 77002
Tel: (713) 226-6000
Fax: (713) 226-6248
Email: jhiggins@porterhedges.com
sjohnson@porterhedges.com
myoung-john@porterhedges.com
jkeefe@porterhedges.com
Debtors'
Investment
Banker: HOULIHAN LOKEY, INC.
Debtors'
Financial
Advisor,
Tax Services
Provider and
CRO: PORTAGE
Debtors'
Claims &
Noticing
Agent: OMNI AGENT SOLUTIONS, INC.
Estimated Assets
(on a consolidated basis): $100 million to $500 million
Estimated Liabilities
(on a consolidated basis): $100 million to $500 million
The petitions were signed by Joe Marinucci as authorized
signatory.
Full-text copies of three of the Debtors' petitions are available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/NBHFKHA/Digital_Media_Solutions_Inc__txsbke-24-90468__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/NIY4C2Q/Aramis_Interactive_LLC_Jointly__txsbke-24-90467__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/LJHTOHQ/Aimtell_Holdco_Inc__txsbke-24-90469__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Google LLC Trade Debts $2,771,537
160 Amphitheatre Parkway
Mountain View, CA 94043
United States
PHONE: (650) 253-0000
EMAIL: COLLECTIONS@GOOGLE.COM
2. QuoteWizard Trade Debts $2,084,331
157 Yesler Way
Seattle, WA 98104
United States
Attn: Thomas Pantig
PHONE: (203) 218-0441
EMAIL: THOMAS.PANTIG@LENDINGTREE.COM
3. All Web Leads, Inc. Trade Debts $2,075,179
9004 Anderson Mill Road, Unit A
Austin, TX 78729
United States
Attn: Daniel Delfavero
PHONE: (512) 349-7900
EMAIL: DANIEL.DELFAVERO@ALLWEBLEADS.COM
4. Adharmonics DBA Everquote Trade Debts $1,947,112
210 Broadway, Suite 302
Cambridge, MA 02139
United States
Attn: Hunter Ingram
PHONE: (615) 335-4152
EMAIL: HUNTER@EVERQUOTE.COM
5. Kissterra Trade Debts $1,485,527
910 Foulk Road, Suite 201
Wilmington, DE 19803
United States
Attn: Eric Seidelman
PHONE: (734) 972-8564
EMAIL: ESEIDELMAN@KISSTERRA.COM
6. FHEXEY Corp Trade Debts $1,427,033
5th Floor Crown Seven Bldg.
Pope John Paul II Avenue
Kasambagan, Cebu City, Cebu
Region VII
Philippines
Attn: Nataliia Fitsych
Email: NATALIA@MAILBOX.ORG
7. Skadden Arps Slate Professional $780,195
One Manhattan West Services
New York, NY 10001
United States
Attn: Margaret Krawiec
PHONE: (212) 735-3000
EMAIL: MARGARET.KRAWIEC@SKADDEN.COM
8. Ratequote.com LLC Trade Debts $677,474
164 Market St, Ste 307
Charleston, SC 29401
United States
PHONE: (847) 302-7832
EMAIL: ACCOUNTING@RATEQUOTE.COM
9. Quinstreet Trade Debts $601,490
950 Tower Lane, Suite 1200
Foster City, CA 94404
United States
PHONE: (650) 578-7700
EMAIL: ACCTG-AR@QUINSTREET.COM
10. Pricewaterhousecoopers, LLC Professional $586,586
1075 Peachtree Street Services
Atlanta, GA 30309
United States
Attn: Eliot Powell
PHONE: (410) 703-0586
EMAIL: ELIOT.EM.POWELL@PWC.COM
11. Baker & McKenzie LLP Professional $567,243
300 East Randolph Street Services
Suite 5000
Chicago, IL 60601
United States
Attn: Paulina Vuu
PHONE: (650) 856-2400
EMAIL: PAULINA.VUU@BAKERMCKENZIE.COM
12. Spataro Media Inc. Trade Debts $549,348
20 Draper Cres
Ontario, Canada L4N 8A9
Canada
Attn: Mitch Spataro
PHONE: (705) 241-3963
EMAIL: MITCH@SMIMEDIA.ORG
13. Education Dynamics Trade Debts $518,494
15200 Santa Fe Trail Dr. Suite 200
Lenexa, KS 66219
United States
Attn: O'Shane Rennie
PHONE: (201) 377-3072
EMAIL: ACCOUNTSRECEIVABLE@EDUCATIONDYNAMICS.NET
14. Udonis Trade Debts $459,959
2035 Sunset Lake
Newark, DE 19702
United States
Attn: Mihovil Grguric
PHONE: (385) 520-5204
EMAIL: KRISTINA@UDONIS.COM
15. ADsync Media LLC Trade Debts $448,781
1200 Brickell Ave, Suite 1950
Miami, FL 33131
United States
Attn: John Ventura
PHONE: (305) 988-5680
EMAIL: VENTURA@ADSYNCMEDIA.COM
16. Riotech Trade Debts $406,656
Ahad Haam 38
Tel Aviv
Israel
Attn: Avi Ruach
Email: AVI.R@RIO-TECH.COM
17. Amazon Web Services Inc. Trade Debts $351,643
410 Terry Avenue North
Seattle, WA 98109
United States
Attn: Shivani Rathore
PHONE: (833) 448-2289
EMAIL: AWS-RECEIVABLES-
SUPPORT@EMAIL.AMAZON.COM
18. DigiPeak Trade Debts $341,702
30 N. Gould St. Ste R, #1-265
Sheridan, WY 82801
United States
Attn: Belal Ayoub
PHONE: (516) 385-0000
EMAIL: ACCOUNTING@DIGIPEAK.COM
19. Trend Capital Holdings, Inc. Trade Debts $337,436
655 W Columbia Way, #300
Vancouver, WA 98660
United States
Attn: Accounting Department
EMAIL: ACCOUNTING@LEADVISTA.IO
20. MT Media Trade Debts $333,333
222 Edgewood Circle
Ripley, WV 25271
United States
Attn: Brandon Hoffman
PHONE: (832) 444-6707
EMAIL: BRANDON@MTLEADMEDIA.COM
21. Campus Explorer/Archer ED Trade Debts $330,555
10975 Benson Dr, Suite 150
Overland Park, KS 66210
United States
Attn: Billings Department
PHONE: (424) 216-9335
EMAIL: BILLABLES@ARCHEREDU.COM
22. Media Alpha Trade Debts $330,308
700 South Flower Street, Suite 640
Los Angeles, CA 90017
United States
Attn: Nouny Rogers
PHONE: (213) 340-4899
EMAIL: NOUNY@MEDIALPHA.COM
23. Klein Moynihan Turco LLP Professional $322,488
450 Seventh Avenue, 40th Floor Services
New York, NY 10123
United States
Attn: Ravin Rodriguez
PHONE: (212) 246-0900
EMAIL: RRODRIGUEZ@KLEINMOYNIHAN.COM
24. Facebook Trade Debts $295,563
1 Hacker Way
Menlo Park, CA 94025
United States
Attn: Accounts Receivable
PHONE: (650) 543-4800
EMAIL: AR@META.COM
25. Suited Connector, LLC Trade Debts $291,435
8123 Interport Blvd, Suite A
Englewood, CO 80112
United States
Attn: Chris Hamler
PHONE: (888) 997-5240
EMAIL: ACCOUNTING@SUITEDCONNECTOR.COM
26. Otto Quote, LLC Trade Debts $272,861
78 SW 7th St, FL 6
Miami, FL 33130
United States
Attn: Accounting Department
EMAIL: ACCOUNTING@USEOTTO.TECH
27. The Lead Company Trade Debts $239,886
6757 Cascade Rd SE #205
Grand Rapids, MI 49546
United States
Attn: Accounting Department
PHONE: (616) 365-5141
EMAIL: ACCOUNTING@LEAD.CO
28. Renuant, LLC Trade Debts $211,511
222 Merchandise Mart Ste. 875
Chicago, IL 60654
United States
Attn: Patrick Cross
EMAIL: ACCOUNTING@TRANSPARENT.LY
29. Vorbis Limited Trade Debts $211,447
Heritage Center Killimor
Ballinasloe
Galway H53 VE48
Republic of Ireland
Attn: Nataliia Fitsysch
Email: NATALIA@MAILBOX.ORG
30. Tibrio Trade Debts $208,092
3131 W Bolt Street #A19
Fort Worth, TX 76110
United States
Attn: Stephan Goss
Email: INFO@TIBRIO.COM
DIGITAL MEDIA: Files for Chapter 11 to Pursue Quick Sale
--------------------------------------------------------
Advertising services company Digital Media Solutions, Inc., has
filed for bankruptcy in Houston, with a deal to sell the assets to
its existing lenders, absent higher and better offers at an
auction.
DMS announced it has entered into an asset purchase agreement with
existing lenders, including a consortium of leading financial
institutions. The Company negotiated a $95 million stalking horse
credit bid with an acquisition entity formed by the DIP Lenders.
In addition, the Company has secured an approximately $122 million
financing commitment from certain of the Lenders to facilitate
voluntary Chapter 11 proceedings and execute a court-supervised
sale process designed to maximize value, strengthen the business's
financial foundation and position DMS for continued growth. The
DIP financing consists of $30 million in new money commitments, and
a roll up of $92 million of prepetition debt.
The Company negotiated a sale of the business to a third party but
the buyer informed the Company on the eve of bankruptcy that it was
no longer willing to serve as the stalking horse bidder.
"DMS has a strong foundation and serves our expansive blue-chip
client base across the insurance, e-commerce, education, home
services and non-profit sectors through our differentiated
performance marketing solutions," said Joe Marinucci, Co-Founder
and CEO of DMS. "The steps we are taking are the result of the
strategic review that the DMS Board of Directors initiated in
April. We are now moving forward with the support of highly
sophisticated investors, and we believe their commitments for new
financing and the APA underscore their conviction in our business
and the future of DMS. We are continuing our growth trajectory and
are confident we will be an even stronger partner for our clients
and vendors."
Mr. Marinucci continued, "We expect this to be an orderly and
efficient process and, as we move through it, we remain committed
to connecting advertisers with high-intent consumers. We
appreciate the continued support of our customers, vendors and
financial stakeholders. We also thank our employees for their
continued hard work and dedication to innovating and serving our
clients."
The Company's ClickDealer subsidiaries are not part of the Chapter
11 proceedings, but they are included in the proposed sale to the
Lenders. DMS is operating in the ordinary course across its
businesses, including its ClickDealer subsidiaries, and continuing
to provide innovative solutions, vertical expertise and outstanding
support to its clients and vendors.
As of the Petition Date, DMS's capital structure consists of
outstanding secured funded-debt obligations in the aggregate
principal amount of approximately $346.1 million.
Prepetition Woes
From 2022 onward, the Company was challenged by an unanticipated
macroeconomic headwinds and an associated significant reduction in
customer advertising spend -- the lifeblood of the Company's
business -- stemming from rising inflation and post-pandemic
changes in consumer behavior.
Auto insurance carriers experienced record years during the
COVID-19 pandemic, and thus had significant resources for
advertising spend. However, beginning in the fourth quarter of
2022, revenue from auto insurance carriers have been drastically
reduced. This significant decrease in net revenue resulted in the
Company defaulting on the net leverage ratio under the Company's
Credit Agreement as of December 31, 2022.
Prepetition, the Company continued to execute on its acquisition
strategy to diversify its business, expand its footprint, and
monetize non-core assets. The Company purchased HomeQuote.io, a
home services marketplace website that allows consumers to compare
competitive price quotes on various home services products, and the
media and technology assets of ClickDealer, an Amsterdam-based
international ad network, in March 2023, for approximately $35.3
million. While the acquisition of HomeQuote.io and the ClickDealer
assets expanded the Company's operations into the home services
industry and the European market, the acquisition ultimately
underperformed expectations due to operational integration
challenges.
In early 2023, the Company was engaged in a marketing process for
its Education Software Business and was in advanced discussions
with one potential buyer. In May 2023, however, the potential
buyer said it was no longer interested in pursuing an acquisition.
As part of a deal with lenders to obtain additional covenant
relief, the Company and its proposed investment banker, Houlihan
Lokey Capital, Inc., in April 2024, commenced a marketing process
for a sale of all or substantially all of its assets.
The Company and its advisors were engaged in extensive negotiations
with a third-party strategic buyer regarding the terms of a
stalking horse agreement. Unfortunately, the potential buyer
withdrew its offer shortly before the Petition Date, resulting in
the Debtors pivoting to negotiating a credit bid with its lenders.
The Chapter 11 Proceedings
The court-supervised sale process will be conducted pursuant to
Section 363 of the U.S. Bankruptcy Code. Accordingly, the proposed
transaction with the Lenders is subject to higher or otherwise
better offers, Court approval and other customary conditions.
Upon approval from the Court, the DIP financing, coupled with cash
generated from the Company's ongoing operations, is expected to
support the business throughout the court-supervised sale process.
The Company has filed a number of customary motions seeking Court
authorization to continue to support its business operations during
the court-supervised sale process, including authority to continue
payment of employee and contractor wages and benefits. The Company
expects to receive Court approval for these requests and,
accordingly, anticipates continuing its ordinary course operations.
The Company also intends to pay vendors and suppliers in full
under normal terms for services contracted for on or after the
filing date.
Auction in 45 Days
The DIP Credit Agreement and the Bidding Procedures filed on the
Petition Date include milestones for an approximately 50-day sale
process that will provide the Debtors sufficient time to leverage
the interest garnered during the prepetition sale process to
maximize value while allowing the Debtors to move efficiently
through these chapter 11 cases. Key sale process milestones
include:
* the Court entering (i) the Final DIP Order and (ii) an order
to approve the Bidding Procedures, no later than 30 calendar days
after the Petition Date;
* commencing an Auction, if any, pursuant to the Bidding
Procedures no later than 45 calendar days after the Petition Date;
and
* the Court, subject to availability, holding a hearing to
approve the sale transaction(s) no later than 50 calendar days
after the Petition Date.
The Company anticipates using proceeds from the DIP Facility and
cash on hand to operate in the ordinary course of business during
these chapter 11 cases, which will assist the Debtors in maximizing
value through the sale process.
About DMS
Digital Media Solutions, Inc., and 36 affiliates commenced
voluntary Chapter 11 proceedings (Bankr. N.D. Tex. Lead Case No.
24-90468) on Sept. 11, 2024.
Founded in 2012, DMS is a technology-enabled digital advertising
company that leverages its advanced technology and proprietary
customer data to efficiently and effectively connect its customers
with their target consumers. As of the Petition Date, the Debtors
operate in at least 15 countries and territories around the world
and employ approximately 247 individuals in the United States and
Canada.
Kirkland & Ellis LLP and Porter Hedges LLP are serving as legal
counsel to DMS, Portage Point Partners is serving as restructuring
advisor and Houlihan Lokey Capital, Inc., is serving as investment
banker. Omni Agent Solutions is the claims agent.
DIGITAL MEDIA: S&P Downgrades ICR to 'D' on Bankruptcy Filing
-------------------------------------------------------------
S&P global Ratings lowered its issuer credit rating on Digital
Media Solutions Inc. (DMS) to 'D' from 'CCC'.
At the same time, S&P lowered all of its issue-level ratings on
DMS' debt, including its $22 million tranche A term loan, $66
million tranche B term loan, $199 million senior secured initial
term loan tranche, and $44.6 million senior secured revolving
credit facility, to 'D'.
Subsequent to the downgrade, S&P withdrew all of its ratings on the
company.
DMS filed for Chapter 11 bankruptcy. The company has entered into
an asset purchase agreement with its existing lenders, including a
consortium of leading financial institutions. DMS has received a
commitment for approximately $122 million of debtor-in-possession
(DIP) financing, comprising $30 million of new money commitments
and approximately $92 million in a roll-up of prepetition funded
debt, from certain of its existing lenders to help it run the
business while completing a court-supervised sale process.
Subsequent to the downgrades, S&P withdrew all its ratings on DMS.
DIOCESE OF NORWICH: Proposes $30M Trust to Settle Sex Abuse Claims
------------------------------------------------------------------
Evan Ochsner of Bloomberg Law reports that a bankrupt Connecticut
Catholic diocese, Norwich Diocese, proposed a restructuring plan
that it says will compensate sex abuse claimants faster than a
competing plan put forth by a committee representing those
claimants.
According to Bloomberg Law, the Norwich Roman Catholic Diocesan
Corp.'s plan would pay abuse survivors through a $30 million trust
funded by cash and property sales, according to a proposal filed
September 6, 2024 in the US Bankruptcy Court for the District of
Connecticut.
The diocese, affiliated parishes and high schools, and the Catholic
Mutual Relief Society of America would fund the proposed trust. The
trust would also receive funding from some transferred insurance
interests, the report states.
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.
DITECH HOLDING: Bourff Cannot Enforce Automatic Stay, Court Says
----------------------------------------------------------------
The Honorable James L. Garrity, Jr. of the United States Bankruptcy
Court for the Southern District of New York denied Michael James
Bourff's motion to enforce the automatic stay of Ditech Holding
Corporation and its affiliates' Chapter 11 cases and plan
injunctions. The Court also denied Bourff's motion to hold Sheila
Ann Gibson, Jordan A. Cole and Courtney M. Cole in contempt and
impose monetary sanctions against them for alleged violations of
the plan injunctions.
On February 11, 2019, Ditech Holding Corporation (f/k/a Walter
Investment Management Corp.) and certain of its affiliates filed
petitions for relief under chapter 11 of the Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of New
York. The Third Amended Plan provided for the Wind Down Estates and
permanently enjoined the commencement of actions against the
Debtors and any successors of the Debtors, including the Wind Down
Estates.
Bourff and Tabitha Baker Cote formerly held title as joint tenants
to property known as 7097 Riverside Drive, Sandy Springs, Georgia
30328. While they owned the Property, they pledged it as collateral
for loans they received from Countrywide Home Loans, Inc. and
National City Bank. Prior to the Petition Date, Cote defaulted
under the Countrywide Loan, and Countrywide, as the senior secured
creditor, conducted a non-judicial foreclosure of the Property.
Najarian Capital, LLC purchased the Property at the foreclosure
sale.
After the Petition Date, Najarian conveyed the Property to Shelia
Ann Gibson, Jordan A. Cole, and Courtney M. Cole pursuant to a
Limited Warranty Deed. Thereafter, Gibson et al. sued Bourff, Cote,
Greystone Capital, L.P. and Path Home Georgia in the Georgia
Superior Court, Fulton County to quiet title to the Property. The
Georgia Plaintiffs hold default judgments against the Defendants.
Bourff asserts that as of the Petition Date, the Debtor held title
to the Property, and under the Third Amended Plan, transferred the
Property to the Wind Down Estates. He says he holds title to the
Property as a "successor in interest" to the Wind Down Estates.
Bourff argues that by acquiring the Property and commencing the
Quiet Title Action, the Georgia Plaintiffs violated the automatic
stay under section 362 of the Bankruptcy Code and violated the Plan
Injunctions.
Bourff is acting pro se. Through counsel, the Georgia Plaintiffs
filed an objection to the Motion.
Bourff contends that the Georgia Plaintiffs violated the automatic
stay and Plan Injunctions when they recorded the Limited Warranty
Deed for the Property and commenced the Quiet Title Action. He asks
the Court to order the Georgia Plaintiffs to dismiss the Action
with prejudice. He is not entitled to that relief, the Court
holds.
According to the Court, Bourff is not a party in interest because
he lacks any relationship with the Debtor, its property, or the
administration of these proceedings. The Property has no connection
to the Chapter 11 Cases because the Debtors had no interest in the
Property on the Petition Date, the Court states. The Court says it
lacks subject-matter jurisdiction to decide whether Bourff was
entitled to notice on the motion for the Stay Relief Order.
The Court also notes Bourff is not the Debtors' "successor in
interest," and has no right to enforce, nor is he protected by, the
injunctive provisions in the Third Amended Plan. The Court says
Bourff also cannot enforce the automatic stay. The Court explains a
creditor seeking relief under section 362 "must allege an injury in
his capacity as a creditor of the estate rather than in some other
capacity." Bourff has failed to do so, and he is not a creditor --
he has not demonstrated that he has any prepetition claim against
the Debtors, 11 U.S.C. Sec. 101(10)(a), or otherwise shown that he
is a statutory "creditor," see 11 U.S.C. Sec. 101(10)(b)-(c), the
Court finds.
A copy of the Court's decision is available at
https://urlcurt.com/u?l=JEQ8Zj
Attorneys for Sheila Ann Gibson, Jordan A. Cole, and Courtney M.
Cole:
Lara A. Chassin, Esq.
FIDELITY NATIONAL LAW GROUP
350 Fifth Avenue, Suite 3000
New York, NY 10118
E-mail: Lara.Chassin@fnf.com
About Ditech Holding Corporation
Fort Washington, Pennsylvania-based Ditech Holding Corporation and
its subsidiaries -- http://www.ditechholding.com/-- are
independent servicer and originator of mortgage loans.
Ditech Holding and certain of its subsidiaries, including Ditech
Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary
Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 19 10412) on
Feb. 11, 2019, after reaching terms with lenders of a Chapter 11
plan that will reduce debt by $800 million.
The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel,
Houlihan Lokey as investment banker and AlixPartners LLP as
financial advisor. Epiq Bankruptcy Solutions LLC served as claims
and noticing agent.
Kirkland & Ellis LLP and FTI Consulting Inc. served as the
consenting term lenders' legal counsel and financial advisor,
respectively.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the Debtors' cases on Feb. 27, 2019. The
creditors' committee tapped Pachulski Stang Ziehl & Jones LLP as
its legal counsel and Goldin Associates, LLC, as its financial
advisor.
On May 2, 2019, the U.S. trustee appointed an official committee of
consumer creditors. The consumers committee tapped Quinn Emanuel
Urquhart & Sullivan, LLP, as counsel and TRS Advisors LLC, as
financial advisor.
On Sept. 26, 2019, the Bankruptcy Court confirmed Ditech's Chapter
11 bankruptcy plan, which became effective four days later. A
Consumer Claims Trustee has been appointed in the case and is
represented by Richard Levin, Esq., at Jenner & Block, LLP.
DURAN TRANSFER: To Hold Public Auction of Property on Sept. 25
--------------------------------------------------------------
Duran Transfer, Inc. has scheduled a public auction for its
personal property on Sept. 25.
The property up for sale includes vehicles, machinery, equipment
and office furniture.
The trucking company, through Ace Auctioneers & Liquidators, Inc.,
will hold the auction remotely or at the current location of the
property (182 Rube Road, Waterford, Pa.). The auction will start at
10:00 a.m.
Interested buyers must register before bidding and agree to the
terms and conditions of the auction. The registration begins at
8:30 a.m.
If the buyer fails to comply with the terms and conditions, the
items may be resold. If a lower price is obtained from the resale,
the difference in price shall be a debt due from the buyer in
default upon the first sale.
The liens asserted by Citizens Bank of Pennsylvania and the
Pennsylvania Department of Revenue against the property will be
transferred to the proceeds of the sale after they are found to be
valid.
"The auction will maximize the value of the assets for the benefit
of the estate and creditors by exposing the assets to competitive
bidding," Guy Fustine, Esq., the company's attorney, said in a
filing with the U.S. Bankruptcy Court for the Western District of
Pennsylvania.
About Duran Transfer
Duran Transfer, Inc., operates a trucking company that provides
contracted trucking services to the United States Postal Service
(LISPS) and other private companies.
Duran Transfer and its affiliates sought protection under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Pa. Lead Case
No. 22-10431) on Sept. 23, 2022. Duran Transfer estimated up to
$500,000 in both assets and liabilities.
Judge Jeffery A. Deller oversees the case.
William G. Krieger has been appointed as Subchapter V trustee.
Guy C. Fustine, Esq., at Knox McLaughlin Gornall & Sennett, PC and
Schaffner, Knight, Minnaugh, Co. serve as the Debtors' legal
counsel and accountant, respectively.
EARTH HOUSE: No Change in Patient Care, 2nd PCO Report Says
-----------------------------------------------------------
Debra Branch, the court-appointed patient care ombudsman, filed
with the U.S. Bankruptcy Court for the District of New Jersey her
second report regarding the quality of patient care provided at
Earth House, Inc.'s mental health treatment center.
The second PCO report, which covers the period from June 24 to Aug.
23, is based on a telephone interview with the Executive Director
held on August 15. During this reporting period, Earth House
received approximately half of the ERTC expected tax refund. Even
though attracting and maintaining qualified staff remains an issue,
Earth House states that staffing levels remain unchanged during
this reporting period.
The PCO observed that Earth House maintains a medication management
system that tracks and controls all medication that is used in the
center. Medications are logged and stored in a dedicated room that
is locked and managed by the administration. Earth House states
that there have been no changes in the management of
pharmaceuticals since the petition of the Chapter 11 bankruptcy.
The PCO found that medical records and treatment plans are stored
in locked cabinets that are maintained in a storage room with a
padlocked door. Security and confidentiality of records appear to
be maintained. Earth House states that there have been no changes
in the management of records since the petition of the Chapter 11
bankruptcy.
The PCO noted that Earth House contracts with a company for pickup
and disposal of hazardous waste material on a regular basis. Earth
House states that there have been no changes in the disposal of
hazardous material or the vendor since the petition of the Chapter
11 bankruptcy.
Pursuant to Section 333(b)(3) of the Bankruptcy Code, the quality
of patient care provided patients has been maintained since the
filing. Direct Care staffing continues to be relatively stable. The
bankruptcy filing has not affected Earth House's ability to
continue to deliver to risky psychiatric patients a unique and
innovative program with a good standard of care.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=mtg2zl from PacerMonitor.com.
The ombudsman may be reached at:
Debra H. Branch, Esq.
Law Office of Debra H. Branch
1814 E. Route 70, Ste 411
Cherry Hill, NJ 08003
Phone: (856)489-7163
Email: DHBRANCH@aol.com
About Earth House
Earth House, Inc. is a health care business as defined in 11 U.S.C.
Sec. 101(27A).
Earth House filed Chapter 11 petition (Bankr. D.N.J. Case No.
24-11142) on Feb. 6, 2024. In the petition signed by its executive
director, James F. Karwoski, the Debtor disclosed as much as $1
million in both assets and liabilities.
Judge Christine M. Gravelle oversees the case.
The Law Firm of Andre L. Kydala serves as the Debtor's bankruptcy
counsel.
EDGEWOOD FOOD: Proposes Immaterial Modifications to Plan
--------------------------------------------------------
Edgewood Food Mart, Inc., submitted a First Modified Subchapter V
Plan of Reorganization dated August 13, 2024.
The Debtor shows that this First Modification does not adversely
change the treatment of the claim of any creditor or the interest
of any equity security holder of Debtor in such a manner to cause a
creditor which previously voted in favor of the Plan to change its
vote; in fact, it improves the recovery for unsecured creditors.
Except as expressly provided otherwise in this First Modification,
all provisions of the Plan remain as provided in the Plan. Unless
otherwise specifically defined in this First Modification,
capitalized terms used in this Modification shall have those
meanings assigned to them in the Plan.
The proposed Modifications are as follows:
* Add: "3.2.4 Class 4 consists of the Partially Secured
Judgment Lien Claim of Lamar Lester."
* Amend last paragraph of Article 4 as follows: "The monthly
payments will first be used to pay the secured portion of the claim
in Class 4, and will then be used to pay the holders of the Class 2
Claims on a pro rata basis until the amount of the projected
disposable income has been fully exhausted. All Allowed
Administrative Expense Claims shall be paid outside of the Plan by
the Debtor's principal, Amin Panjwani."
* Amend the full paragraph below the chart in Paragraph 5.2 by
adding the following to the end of the paragraph: "400 Edgewood,
LLC, has consented to pay off or refinance the Truist Bank loan
with a third party within 20 days after the Effective Date so that
the Debtor is removed as a co-obligor on the Truist Bank loan."
* Add: 5.4 Class 4: "Partially Secured Judgment Lien Claim of
Lamar Lester. The Secured Claim of Lamar Lester is partially
secured and partially unsecured. The secured portion of Lamar
Lester's claim is $2,500.00, the value of the property to which
Lamar Lester's judgment lien attaches. The remainder of Lamar
Lester's claim shall be treated as a Class 2 General Unsecured
Claim. The Claim of the Class 4 Creditor is Impaired by the Plan
and the holder of a Class 4 Claim is entitled to vote to accept or
reject the Plan."
A full-text copy of the First Modified Plan dated August 13, 2024
is available at https://urlcurt.com/u?l=dhFOIb from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Tamara Miles Ogier, Esq.
Ogier, Rothschild & Rosenfeld, PC
P.O. Box 1547
Decatur, GA 30031
Telephone: (404) 525-4000
Email: tmo@orratl.com
About Edgewood Food Mart
Edgewood Food Mart, Inc., a domestic profit company in Georgia,
filed a petition under Chapter 11, Subchapter V of the Bankruptcy
Code (Bankr. N.D. Ga. Case No. 23-61204) on Nov. 10, 2023, with up
to $500,000 in assets and up to $10 million in liabilities.
Tamara Miles Ogier, Esq., at Ogier, Rothschild & Rosenfeld, PC, is
the Debtor's legal counsel.
EDGIO INC: Sept. 16 Deadline Set for Panel Questionnaires
---------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy cases of Edgio Inc., et al.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a questionnaire
available at https://tinyurl.com/2kw83pxe and return by email it to
Richard Schepacarter - Richard.Schepacarter@usdoj.gov - at the
Office of the United States Trustee so that it is received no later
than 4:00 p.m., Sept. 16, 2024.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About Edgio Inc.
Edgio Inc. (NASDAQ: EGIO) Edgio, Inc., and its subsidiaries provide
technology services that support the delivery of video and other
content through the Internet. Among a broad suite of services,
Edgio runs global computer networks that support high-speed
delivery of websites, recorded video, and live-streaming for a
diverse and sophisticated base of blue-chip business and media
customers. Through its software applications, Edgio helps many of
those same customers enhance the security and performance of their
websites and e-commerce platforms.
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.
EIGER BIOPHARMACEUTICALS: Court Confirms Liquidation Plan
---------------------------------------------------------
Eiger BioPharmaceuticals, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on September
5, 2024, following a confirmation hearing, the U.S. Bankruptcy
Court for the Northern District of Texas entered an order
confirming the Fifth Amended Joint Plan of Liquidation of Eiger
BioPharmaceuticals, Inc. and its Debtor Affiliates Pursuant to
Chapter 11 of the Bankruptcy Code.
Pursuant to the terms of the Plan, on the Effective Date, a
Liquidating Trustee will be appointed, with the consent of the
Debtors, the Unsecured Creditors Committee and the Equity
Committee, to administer the Liquidating Trust in accordance with
the Plan and the Liquidating Trust Agreement. The Liquidating
Trust, created pursuant to the Plan and the Liquidating Trust
Agreement, will:
(1) administer the Liquidating Trust Assets,
(2) File and prosecute objections and/or settlements of
disputed Claims,
(3) upon resolution of disputed Claims, make distributions as
appropriate, and
(4) exercise discretion to evaluate and prosecute Retained
Causes of Action, all as set forth more particularly in Article IV
of the Plan and in the Liquidating Trust Agreement.
Additionally, a Plan Administrator will be appointed by the
Debtors, in consultation with the Unsecured Creditors Committee and
Equity Committee, on the Effective Date to administer and wind down
the Debtors' remaining business operations including:
(1) transition services and obligations required under the
Asset Purchase Agreements,
(2) transition services required under any other asset
purchase agreement(s) entered into by the Debtors and any third
party and approved by the Bankruptcy Court prior to the Effective
Date,
(3) administer employee termination and wind-down matters,
(4) maintain and distribute the Professional Fee Reserve
Account,
(5) file any and all tax returns (other than any Liquidating
Trust's tax return),
(6) in consultation and cooperation with the Liquidating
Trustee, close these Chapter 11 Cases, as described in more detail
in Article IV of the Plan, and
(7) any other duties or responsibilities set forth in the
Plan.
The Plan creates six classes of Claims and Interests:
* Holders of Allowed Claims or Interests in Class 1 (Other
Secured Claims)
* Class 2 (Other Priority Claims)
* Class 3 (Prepetition Term Loan Claims),
* Class 4 (General Unsecured Claims), and
* Class 6 (Existing Equity Interests) are entitled to receive
distributions as set forth and subject to the limitations contained
in the Plan.
The Plan further provides that, on the Effective Date, each Holder
of an Allowed Intercompany Claim in Class 5 shall have its Claim
cancelled, released, and extinguished and without any distribution
at the election of the Debtors and will waive entitlement to a
distribution on account of such Claim. In addition, the Plan
provides for the payment of Administrative Claims, Professional
Compensation Claims, Priority Tax Claims, and Statutory Fees.
The Effective Date is the first Business Day after the Confirmation
Date on which (a) all Conditions Precedent to the Effective Date
have been satisfied or waived in accordance with the Plan and (b)
no stay of the Confirmation Order is in effect. Any action to be
taken on the Effective Date may be taken on or as soon as
reasonably practicable thereafter.
The terms of a global settlement among the Debtors and their
Estates, the Prepetition Term Loan Secured Parties, and the Equity
Committee were approved upon the entry of the Confirmation Order.
In the Company's most recent monthly operating reports filed with
the Bankruptcy Court on August 30, 2024 and attached as Exhibit
99.1 to the Company's Current Report on Form 8-K filed with the SEC
on September 3, 2024, the Company reported total assets of
approximately $65.6 million and total liabilities of approximately
$40.0 million as of July 31, 2024, and EigerBio Europe Limited
reported total assets of approximately $13.1 million and total
liabilities of approximately $13.2 million as of July 31, 2024.
The Company has no preferred shares issued or outstanding and
1,480,797 shares of common stock issued and outstanding. On the
Effective Date, all of these shares shall be deemed cancelled and
of no further force or effect and the obligations of the Debtors
thereunder shall be deemed fully satisfied, released, and
discharged and, as applicable, shall be deemed to have been
surrendered to the Liquidating Trustee. No shares of the Company's
stock are reserved for future issuance in respect of claims and
interests filed and allowed under the Plan.
Full-text copies the Plan and the Confirmation Order are available
at https://tinyurl.com/3pnz2ud4 and https://tinyurl.com/578juh2v,
respectively,
About Eiger BioPharmaceuticals
Palo Alto, California-based Eiger BioPharmaceuticals, Inc., is a
commercial-stage biopharmaceutical company focused on the
development of innovative therapies for rare metabolic diseases.
The company's shares traded on Nasdaq under the symbol "EIGR."
Eiger BioPharmaceuticals Inc. and its subsidiaries sought relief
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas
Lead Case No. 24-80040) on April 1, 2024. In its petition, Eiger
listed $38.8 million in assets and $53.1 million in liabilities as
of the bankruptcy filing.
Judge Stacey G. Jernigan oversees the cases.
The Debtors are represented by Sidley Austin LLP as legal counsel,
Alvarez & Marsal as financial advisor, and SSG Capital Advisors,
LLC as restructuring investment banker. Kurtzman Carson Consultants
LLC is the claims agent.
EIGER BIOPHARMACEUTICALS: SSG Served as Investment in Asset Sale
----------------------------------------------------------------
SSG Capital Advisors, LLC served as the investment banker to Eiger
BioPharmaceuticals, Inc. in the sale of Lonafarnib and Lambda, and
associated clinical assets to Eiger InnoTherapeutics, Inc. The sale
was effectuated through a Chapter 11 Section 363 process in the
U.S. Bankruptcy Court for the Northern District of Texas (Dallas
Division). The transaction closed in September 2024.
Founded in 2008, Eiger is a commercial-stage biopharmaceutical
company focused on developing innovative therapies for treating
rare and ultra-rare diseases in patients with high unmet medical
needs for which no approved therapies exist. In September 2023,
Eiger suspended a late-stage Phase 3 study and determined that
advancing its pipeline would not be feasible without an extensive
cash infusion. Despite the commercialization of one of its drug
candidates and progress advancing its other Phase 3 pipeline
assets, Eiger was unable to close an out-of-court transaction that
would have provided sufficient liquidity for the Company to
continue operations in the ordinary course. On April 1, 2024, Eiger
filed for protection under Chapter 11 of the U.S. Bankruptcy Code
to institute a sale process for Eiger's commercial and pipeline
assets in order to maximize value for all stakeholders.
SSG was retained in March 2024 as Eiger's exclusive investment
banker to run concurrent marketing processes for its commercial and
pipeline drug candidates. Following the successful sales of
Zokinvyin May 2024 and the Avexitide assets in July 2024, SSG
initiated a targeted remarketing of the Lonafarnib and Lambda
assets. Lonafarnib is a first-in-class farnesyl-transferase
inhibitor, showing promise in the treatment of hepatitis delta
virus (HDV). Lambda, a well-tolerated interferon, is being explored
for its potential in treating COVID-19 and other viral infections.
SSG led extensive, multi-staged marketing processes for all of the
Company's assets, including Lonafarnib and Lambda. SSG worked
closely with senior management and other advisors to identify and
engage potential bidders for these assets individually. After
in-depth discussions with numerous prospective investors, the
Company determined that the bid from Eiger InnoTherapeutics, Inc.
to acquire both assets provided the most comprehensive solution for
maximizing asset value. Accordingly, the Company and its advisors
decided to proceed with a private sale to preserve liquidity,
expedite the transaction closing and conclude the sale processes.
Through three distinct transactions, SSG secured total gross sale
proceeds exceeding $87.0 million for all of the Company's assets,
likely returning capital to equity holders. SSG's robust and
efficient marketing processes, experience in complex Chapter 11
cases, and strong knowledge of the biopharmaceutical industry
resulted in an outcome that delivered significant value to
stakeholders.
Eiger InnoTherapeutics, Inc. is a newly formed entity established
specifically to acquire Eiger BioPharmaceuticals' Lonafarnib and
Lambda assets and advance the programs through clinical trials.
Other professionals who worked on the transaction include:
* Thomas R. Califano, William E. Curtin, Carlton Fleming, Anne
G. Wallice, Chelsea McManus and Jake A. Landreth of Sidley Austin
LLP, counsel to Eiger BioPharmaceuticals, Inc.;
* Douglas Staut - Chief Restructuring Officer, Paul Rundell,
Paul Coloma and Reilly Olson of Alvarez & Marsal North America LLC,
financial advisor to Eiger BioPharmaceuticals, Inc.;
* Kizzy L. Jarashow, Maggie L. Wong, Barry Z. Bazian, David R.
Chen, Carolyn Nguyen, James Lathrop and Frank Ruofan Qin of Goodwin
Procter LLP, counsel to Eiger InnoTherapeutics, Inc.;
* Adam C. Rogoff, P. Bradley O'Neill and Andrew J. Citron of
Kramer Levin Naftalis & Frankel LLP, co-counsel to the senior
secured lender;
* Jeff P. Prostok of Forshey & Prostok, LLP, co-counsel to the
senior secured lender;
* Michael S. Budwick and Daniel N. Gonzalez of Meland Budwick,
P.A., co-counsel to the Official Committee of Unsecured Creditors;
* Jonathan S. Feldman of Phang & Feldman, co-counsel to the
Official Committee of Unsecured Creditors;
* Warren J. Martin, Jr., Brett S. Moore and Rachel A. Parisi of
Porzio, Bromberg & Newman, P.C., co-counsel to the Official Equity
Security Holders' Committee;
* John J. Sparacino and S. Margie Venus of McKool Smith,
co-counsel to the Official Equity Security Holders' Committee; and
* Matthew Dundon of Dundon Advisers LLC, financial advisor to
the Official Equity Security Holders' Committee.
About Eiger BioPharmaceuticals
Palo Alto, California-based Eiger BioPharmaceuticals, Inc., is a
commercial-stage biopharmaceutical company focused on the
development of innovative therapies for rare metabolic diseases.
The company's shares traded on Nasdaq under the symbol "EIGR".
Eiger Biopharmaceuticals Inc. and its subsidiaries sought relief
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas
Lead Case No. 24-80040) on April 1, 2024. In its petition, Eiger
listed $38.8 million in assets and $53.1 million in liabilities as
of the bankruptcy filing.
Judge Stacey G. Jernigan oversees the cases.
The Debtors are represented by Sidley Austin LLP as legal counsel,
Alvarez & Marsal as financial advisor and SSG Capital Advisors, LLC
as restructuring investment banker. Kurtzman Carson Consultants
LLC is the claims agent.
EL CHILITO: Case Summary & Six Unsecured Creditors
--------------------------------------------------
Debtor: El Chilito Mexican Food, Inc.
733 S. Oxnard Blvd.
Oxnard, CA 93030
Chapter 11 Petition Date: September 11, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-11032
Judge: Hon. Ronald A Clifford III
Debtor's Counsel: Matthew D. Resnik, Esq.
RMH LAW LLP
17609 Ventura Blvd., Suite 314
Encino, CA 91316
Tel: (818) 285-0100
Fax: (818) 855-7013
Email: matt@rhmfirm.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Edgar R. Ramirez as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's six unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/Y2T6LRQ/El_Chilito_Mexican_Food_Inc__cacbke-24-11032__0001.0.pdf?mcid=tGE4TAMA
ELETSON HOLDINGS: Wants Chapter 11 Creditor Claims Dismissed
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Rick Archer of Law360 Bankruptcy Authority reports that Eletson
Holdings asked a New York bankruptcy judge to dismiss Chapter 11
claims by creditors it alleges are "drones" for a third party
tangled in a corporate dispute with the oil and gas shipping
company.
About Eletson Holdings
Eletson Holdings Inc. is a family-owned international shipping
company, which touts itself as having a global presence with
headquarters in Piraeus, Greece as well as offices in Stamford,
Connecticut, and London.
At one time, Eletson claimed to own and operate one of the world's
largest fleets of medium and long-range product tankers and boasted
a fleet consisting of 17 double hull tankers with a combined
capacity of 1,366,497 dwt, 5 LPG/NH3 carriers with a combined
capacity of 174,730 cbm and 9 LEG carriers with capacity of 108,000
cbm.
Eletson Holdings, a Liberian company, is Eletson's ultimate parent
company and is the direct parent and owner of 100% of the equity
interests in the two other debtors, Eletson Finance (US) LLC, and
Agathonissos Finance LLC.
Eletson and its two affiliates were subject to involuntary Chapter
7 bankruptcy petitions (Bankr. S.D.N.Y. Case No. 23-10322) filed on
March 7, 2023 by creditors Pach Shemen LLC, VR Global Partners,
L.P. and Alpine Partners (BVI), L.P. The petitioning creditors are
represented by Kyle J. Ortiz, Esq., at Togut, Segal & Segal, LLP.
On Sept. 25, 2023, the Chapter 7 cases were converted to Chapter 11
cases.
The Honorable John P. Mastando, III is the case judge.
Derek J. Baker, Esq., represents the Debtors as bankruptcy
counsel.
On Oct. 20, 2023, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors in these Chapter 11
cases. The committee tapped Dechert, LLP as its legal counsel.
EUBANKS ELECTRIC: Kicks Off Subchapter V Bankruptcy Process
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Eubanks Electric LLC filed Chapter 11 protection in the Eastern
District of Texas. According to court documents, the Debtor reports
between $1 million and $10 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) to be held on
September 25, 2024 at 02:30 PM via Telephonic Dial-In Information
at https://www.txeb.uscourts.gov/341info.
About Eubanks Electric LLC
Eubanks Electric LLC is a family owned and operated business that
offers electrical solutions to residential, commercial, and
industrial clients.
Eubanks Electric LLC sought relief under Subchapter V of Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-50124) on
August 23, 2024. In the petition filed by Erin James, as member,
the Debtor reports estimated assets between $100,000 and $500,000
and estimated liabilities between $1 million and $10 million.
The Debtor is represented by:
Brandon Tittle, Esq.
TITTLE LAW GROUP, PLLC
5465 Legacy Drive, Ste. 650
Plano TX 75024
Tel: 972-731-2590
Email: btittle@tittlelawgroup.com
FAIR OFFER: Case Summary & 13 Unsecured Creditors
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Debtor: Fair Offer Cash Now, Inc.
1308 Carl Adams Drive
Suite 300
Murfreesboro, TN 37129
Business Description: The Debtor owns 27 properties all located
in Alabama, Kentucky, Missouri, Tennessee,
Georgia and Mississippi having a total
current value of $4.94 million.
Chapter 11 Petition Date: September 11, 2024
Court: United States Bankruptcy Court
Middle District of Tennessee
Case No.: 24-03495
Judge: Hon. Charles M Walker
Debtor's Counsel: Jay R. Lefkovitz, Esq.
LEFKOVITZ & LEFKOVITZ
908 Harpeth Valley Place
Nashville, TN 37221
Tel: 615-256-8300
Fax: 615-255-4516
Email: jlefkovitz@lefkovitz.com
Total Assets: $4,942,400
Total Liabilities: $4,783,400
The petition was signed by Bradley Smotherman as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 13 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/6HCKYKQ/FAIR_OFFER_CASH_NOW_INC__tnmbke-24-03495__0001.0.pdf?mcid=tGE4TAMA
FEC RESOURCES: Posts $56,555 Loss in Fiscal Q2
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FEC Resources Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report, reporting a loss of $56,555 for
the three months ended June 30, 2024, compared to a loss of $41,429
for the three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a loss
of $101,659, compared to a loss $90,842 for the same period in
2023. The Company's working capital deficit at June 30, 2024, was
$780,221 versus a working capital deficit of $678,562 at December
31, 2023.
As of June 30, 2024, the Company has $9,621,493 in total assets,
$799,948 in total current liabilities, and total shareholders'
equity of $8,821,545.
A full-text copy of the Company's report filed on Form 6-K with the
Securities and Exchange Commission is available at:
https://tinyurl.com/52ehud8j
About FEC Resources Inc.
Vancouver, Canada-based FEC Resources, Inc. is an investment
holding company, which engages in the exploration and development
operation of oil and gas business.
Vancouver, Canada-based DMCL LLP, the Company's auditor since 2017,
issued a "going concern" qualification in its report dated April 1,
2024, citing that the Company has certain conditions that raise
substantial doubt about the Company's ability to continue as a
going concern.
For the years ended December 31, 2023, and 2022, FEC Resources
incurred net and comprehensive losses of $191,795 and $193,182,
respectively.
FIRST ADVANTAGE: Moody's Assigns 'B1' CFR, Outlook Negative
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Moody's Ratings assigned a corporate family rating of B1, a
probability of default rating of B1-PD, and a speculative grade
liquidity rating ("SGL") of SGL-1 to First Advantage Corporation
(First Advantage). Concurrently, Moody's concluded Moody's review
of First Advantage Holdings, LLC ("Holdings") ratings that was
initiated on February 29, 2024 and withdrew Holdings' B1 CFR as
well as Holdings' B1-PD PDR in connection with the assignment of
the CFR and PDR to First Advantage. Moody's also withdrew the SGL-1
rating for Holdings. Holdings is a subsidiary of First Advantage
and the borrower under the company's credit agreement. Moody's
assigned a B1 rating to Holdings' proposed first lien credit
facility, consisting of a $2,185 million senior secured term loan
due 2031 and a $250 million senior secured revolving facility due
2029. The B1 ratings on Holdings' existing senior secured first
lien bank credit facilities were confirmed and will be withdrawn
upon closing of the financing and consummation of the Sterling
Check Corp. ("Sterling") acquisition. Holdings' outlook was changed
to negative from ratings under review and the outlook is negative
for First Advantage. First Advantage is a global provider of
screening, background-check, and related services to corporate
clients in a variety of industries.
The rating actions reflect the substantial increase in First
Advantage's outstanding debt to finance the purchase of Sterling
and the resulting increase in First Advantage's pro forma
debt-to-EBITDA from approximately 2.6x to nearly 6.2x as of June
30, 2024 (based on Moody's calculations including synergies as
realized, net of implementation costs). ESG considerations relating
to governance risk were a key driver of the rating action as First
Advantage willingness to significantly increase debt leverage as
part of the transaction is representative of more aggressive
financial policies.
RATINGS RATIONALE
First Advantage's B1 CFR is primarily constrained by the company's
high pro forma debt-to-EBITDA and corporate governance concerns
related to First Advantage's concentrated equity ownership by
Silver Lake ("SL"), particularly with respect to potentially more
aggressive financial strategies such as share repurchases, debt
funded acquisitions, and dividend distributions. Moody's expect
debt-to-EBITDA to contract meaningfully towards 5.3x by the end of
2025 as the company begins to realize significant cost synergies
(largely headcount related) associated with the Sterling
acquisition, but the considerable implementation costs and overall
scale of the Sterling integration (which is projected to span 2
years) could create business disruptions, presenting material
execution risk. Additionally, the company's exposure to
macroeconomic cyclicality due to changes in labor market conditions
as well as competitive pressures from its direct rivals, niche
providers, and potential new market entrants could negatively
impact First Advantage's operating performance and overall credit
quality. The company's credit profile is supported by First
Advantage's global market position and screening capabilities which
will be significantly bolstered by the Sterling acquisition. The
company's credit profile is also supported by a more diversified
pro forma end market mix as well as long-standing relationships and
high retention rates with its blue-chip customers. The company's
credit quality further benefits from very good liquidity, and the
realization of synergies will augment First Advantage's solid
profitability margins while driving improved free cash flow
generation.
Moody's consider First Advantage's liquidity profile to be very
good, supported by a $125 million pro forma unrestricted cash
balance following the completion of the debt financing and
acquisition. The company's liquidity is also supported by Moody's
expectation that First Advantage will generate annual free cash
flow approximating 6% of total debt (based on Moody's calculations
and adjustments) over the next 12-15 months. Additional liquidity
is provided by Holdings' undrawn $250 million senior secured
revolving facility. While the company's proposed term loan will not
be subject to financial maintenance covenants, the revolving credit
facility will be subject to a springing maximum first-lien net
leverage ratio of 7.75x if the amount drawn exceeds 40% of the
revolving credit facility. Moody's do not expect the company to
draw on the revolver over the next 12-15 months, but if the
covenant is tested, Moody's expect First Advantage to remain well
in compliance.
The B1 rating on Holdings' proposed first lien senior secured
credit facility reflects First Advantage's B1-PD PDR and loss given
default (LGD) assessment. The rating on this first lien credit
facility is consistent with the First Advantage's CFR as the
company's pro forma debt structure is principally comprised of this
single class of debt. Holdings' proposed revolver and term loan are
secured by asset pledges and unconditionally guaranteed jointly and
severally by the borrower and all of its current and future
material domestic wholly-owned subsidiaries.
Marketing terms (which are tentative and final terms may differ
materially) for the proposed credit facilities include the
following: Incremental pari passu debt capacity up to the greater
of 100% of consolidated EBITDA and a corresponding amount, plus
unlimited amounts subject to a 4.75x First Lien Leverage Ratio.
There is an inside maturity sublimit up to the greater of $1,050
million and 200% of EBITDA. There are no "blocker" provisions which
prohibit the transfer of specified assets to unrestricted
subsidiaries. Investments in unrestricted subsidiaries are
permitted subject to aggregated basket capacities. There are no
protective provisions restricting an up-tiering transaction.
Amounts up to 100% of unused capacity from the builder basket may
be reallocated to incur debt. Asset sale proceeds may be used by
the company to make restricted payments and/or reinvest. Carve out
growth components include a high water mark feature. The proposed
terms are preliminary in nature and otherwise are principally
expected to be consistent with the existing credit agreement.
The negative outlook reflects Moody's expectation that First
Advantage's debt-to-EBITDA will remain high over the next 12-18
months, even as the company generates moderate organic revenue
growth and the gradual realization of cost synergies fuels improved
profitability. The outlook could be revised to stable if First
Advantage's operating performance, realization of cost synergies,
and debt reduction exceed Moody's projections, resulting in a
faster than expected reduction in debt-to-EBITDA.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if First Advantage's operating
performance exceeds Moody's expectations and the company adopts
more balanced financial policies (including a reduction of
private-equity ownership in the company to 50% or less), resulting
in a contraction in debt-to-EBITDA below 4x level and annual free
cash flow sustained at a high single digit percentage of debt.
The ratings could be downgraded if First Advantage's operating
performance and liquidity meaningfully deteriorates or the company
adopts increasingly aggressive financial policies, resulting in
debt-to-EBITDA sustained around 5x and annual free cash flow
sustained below 5% of debt.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
First Advantage, headquartered in Atlanta, GA, provides screening
and background-check services to a variety of industries, including
transportation, healthcare, financial services, retail and
e-commerce, and business and professional services. Services
include criminal background checks, drug/health screenings,
extended workforce screening, biometrics and identity checks,
education/workforce verification, driver records and compliance,
healthcare credentials, and executive screening. The company also
generates revenue from other services such as post-onboarding
services, fleet/vehicle compliance, hiring tax credits and
incentives, resident/tenant screening, employment eligibility, and
investigative research. Following a June 2021 IPO, First Advantage
is publicly traded and majority-owned by SL. Pro forma for the
acquisition of Sterling, Moody's expect the company to generate
revenue of more than $1.5 billion in 2024.
FISKER INC: Gets Court Okay for Bankruptcy Plan Creditor Vote
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Dorothy Ma of Bloomberg Law reports that the U.S. bankruptcy court
has approved the disclosure statement of electric car seller Fisker
Inc., putting the company on track for a creditor vote and court
hearing to approve its bankruptcy plan formally.
According to Bloomberg Law, Judge Thomas Horan approved the
document, which provides information of Fisker's debt repayment
strategy, at a Monday, September 9, 2024, hearing in Delaware.
The US Trustee has raised questions about "third-party releases" in
the plan, which serve as litigation shields for third parties
connected to bankruptcies. Such releases became a contentious topic
after the Purdue Pharma ruling and rejected liability releases for
the billionaire Sackler family, Bloomberg Law reports.
About Fisker Inc.
California-based Fisker Inc. is revolutionizing the automotive
industry by designing and developing individual mobility in
alignment with nature. Passionately driven by a vision of a clean
future for all, the company is on a mission to create the world's
most sustainable and emotional electric vehicles.
Fisker Inc. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del.) on June 17, 2024. In its petition, the Debtor
reports between $500 million and $1 billion of assets, and between
$100 million and $500 million of liabilities.
Fisker is represented by Davis Polk & Wardwell LLP and Morris,
Nichols, Arsht & Tunnell LLP as legal advisors and Huron Consulting
Group as restructuring advisor.
FIVEMILETOWN HOLDINGS: U.S. Trustee Unable to Appoint Committee
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The U.S. Trustee for Region 3 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 cases of Fivemiletown Holdings Limited and its
affiliates.
About Fivemiletown Holdings
Fivemiletown Holdings Limited manufactures military aircraft,
armored vehicles, maritime systems and equipment.
Fivemiletown Holdings Limited and its affiliates, Paramount Group
Ltd., Paramount Intellectual Property Holdings, Inc. and Paramount
Logistics Corporation Limited, filed Chapter 11 petitions (Bankr.
D. Del. Case Nos. 24-11848 to 24-11851) on Aug. 15, 2024. At the
time of the filing, Fivemiletown reported $500 million to $1
billion in assets and $100 million to $500 million in liabilities.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Paul Hastings, LLP and Young Conaway Stargatt &
Taylor, LLP as legal counsels; and CR3 Partners, LLC as financial
advisor. Stretto, Inc. is the Debtors' claims and noticing agent
and administrative advisor.
FOUNDATION FITNESS: Designates SPIA Cycling as Winning Bidder
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Foundation Fitness LLC and its affiliates will ask the U.S.
Bankruptcy Court for the District of Colorado at a hearing on Sept.
12 to approve the sale of some of their operating assets to SPIA
Cycling, Inc.
SPIA, a Delaware corporation, was designated as the winning bidder
for the assets following the cancellation of the Sept. 9 auction.
The auction was cancelled after the companies did not receive bids,
other than the stalking horse bid from SPIA, by the Sept. 5
deadline.
Under the sale agreement, SPIA made a cash offer of $20.1 million
for the assets and agreed to assume certain liabilities of the
companies. The agreement also calls for the dismissal of a lawsuit
in the Federal District Court in the District of Oregon styled as
AIPS Technology Co., Ltd. v. Stages Cycling, LLC et al, Docket No.
3:24-cv 00282 (D. Or. Feb 12, 2024).
About Foundation Fitness
Founded in 2009, Foundation Fitness, LLC creates custom commercial
gyms and fitness centers. It offers 2D and 3D design layout,
equipment sales, installation and support.
Foundation Fitness and its affiliate Stages Cycling, LLC filed
Chapter 11 petitions (Bankr. D. Neb. Lead Case No. 24-80513) on
June 22, 2024.
At the time of the filing, Foundation Fitness reported $10 million
to $50 million in both assets and liabilities while Stages Cycling
reported $1 million to $10 million in assets and $10 million to $50
million in liabilities.
Judge Thomas L. Saladino oversees the cases.
Patrick Patino, Esq., at Patino Law Office, LLC is the Debtors'
bankruptcy counsel.
The U.S. Trustee for Region 13 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
FTX TRADING: Reaches Emergent Deal to Secure $600M Robinhood Payout
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FTX Trading Ltd. agreed to pay $14 million to the bankrupt estate
of an offshore entity once controlled by Sam Bankman-Fried, part of
efforts to access more than $626 million in cash from the sale of
Robinhood Markets Inc. shares.
According to FTX, in exchange for a single $14 million payment to
Emergent Fidelity Technologies Ltd., the deal "removes a
significant obstacle" as FTX works to convince the US Department of
Justice to provide hundreds of millions of dollars in distributions
to creditors, FTX said in a motion Sept. 6, 2024, filed in the U.S.
Bankruptcy Court for the District of Delaware.
FTX Trading Ltd., et al., and Emergent Fidelity Technologies Ltd.
filed a motion for entry of an order:
(a) authorizing the FTX Debtors' and Emergent's entry into,
and performance under, the Global Settlement Agreement (the "Global
Settlement Agreement"), between and among (i) the FTX Debtors, (ii)
Emergent, (iii) Angela Barkhouse and Toni Shukla (the "Joint
Liquidators"), and (iv) Fulcrum Distressed Partners Limited; and
(b) approving the Global Settlement Agreement.
Kimberly A. Brown of LANDIS RATH & COBB LLP, FTX's local counsel,
explains that the Global Settlement Agreement is another valuable
piece of the puzzle as the FTX Debtors prepare to implement their
proposed plan of reorganization and continue to work to maximize
distributable value to creditors. In exchange for a single $14
million payment to fund Emergent's administrative expenses, the
Global Settlement Agreement avoids the cost and delay of litigation
with respect to Emergent's claims to the proceeds from the seizure
and sale of 55 million shares of Robinhood Markets, Inc. Class A
stock (the "Robinhood Shares") and cash totaling more than $600
million (the "Robinhood Proceeds"), and provides a path to the
swift resolution of the Emergent chapter 11 case and proceedings in
Antigua.
Multiple parties have since the commencement of the Chapter 11
cases attempted to lay claim to the Robinhood Shares and later the
Robinhood Proceeds, including Samuel Bankman-Fried, BlockFi, and
Emergent, in addition to the FTX Debtors. Any purported claims of
Mr. Bankman-Fried have been forfeited following his criminal
conviction. The FTX Debtors have worked hard to resolve the other
competing interests to clear a path for the U.S. Department of
Justice to be able to provide the Robinhood Proceeds and Seized
Cash to the FTX Debtors for distribution. During a March 14, 2023
hearing, Emergent, BlockFi, and the FTX Debtors discussed their
respective claims to the Robinhood Shares. In response, the Court
observed "these parties clearly have some interest superior to the
Government[']s, so go back from whence you came, and figure out who
amongst you is the one who owns them." (Hr'g Tr. at 5:19-22, Case
No. 23-10149 (Bankr. D. Del. Mar. 14, 2023), D.I. 82.) The FTX
Debtors, Emergent and BlockFi have now resolved all of their
competing claims.
The Court previously approved a settlement between the FTX Debtors
and BlockFi that, among other things, assigned any rights that
BlockFi had in the Robinhood Proceeds and the Seized Cash to the
FTX Debtors. The Global Settlement Agreement now resolves the
Emergent Claims filed in the FTX Debtors' Chapter 11 Cases and the
Emergent Forfeiture Petitions filed by both Emergent and the Joint
Liquidators in the Criminal Case.
Although the FTX Debtors believe their interest in the Robinhood
Proceeds and Seized Cash is superior to Emergent's, litigation is
time-consuming and expensive, and the outcome uncertain. Emergent
also believes its litigation position has merit, and also
recognizes litigation is costly and uncertain. Nonetheless, the
FTX Debtors and Emergent agree that the Robinhood Proceeds and
Seized Cash should be administered for the benefit of the FTX
Debtors' creditors, and the Global Settlement Agreement provides
certainty with respect to a key asset for the FTX Debtors and their
stakeholders.
The Parties engaged in protracted arms'-length negotiations that
resulted in the Global Settlement Agreement. Among other things,
the Global Settlement Agreement provides for the payment of the
costs of administration incurred by Emergent and the Joint
Liquidators for the benefit of the FTX Debtors and their creditors,
and result in an assignment of any interests of Emergent and the
Joint Liquidators in the Robinhood Proceeds and the Seized Cash to
the FTX Debtors, thus further clearing the way for the FTX Debtors
to receive the Robinhood Proceeds and Seized Cash from the U.S.
Department of Justice for the benefit of their creditors.
Accordingly, the FTX Debtors and Emergent each believe that entry
into, and performance under, the Global Settlement Agreement is
fair and reasonable, provides material value to both the FTX
Debtors and Emergent while avoiding costly, time-consuming, and
uncertain litigation, is in the best interests of the FTX Debtors
and Emergent and their respective
estates, and should be approved
About FTX Trading Ltd.
FTX was the world's second-largest cryptocurrency firm. FTX was a
cryptocurrency exchange built by traders, for traders. FTX offered
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.
FULCRUM BIOENERGY: Seeks Chapter 11 Bankruptcy Protection
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Silicon Valley Journal reports that Fulcrum BioEnergy has filed for
Chapter 11 bankruptcy protection in a Delaware court, citing
significant financial challenges. The filing includes protections
for both the parent company and Fulcrum Sierra Biofuels, the
Nevada-based plant that was forced to cease operations earlier this
year.
The company faces numerous lawsuits from contractors who claim
Fulcrum failed to pay them for several months. Among the largest
unpaid creditors are United Rentals and waste management giant WM,
both of whom were involved in the company's operations. Fulcrum's
bankruptcy documents report liabilities between $100 million and
$500 million, while its assets are listed at just $1 million to $10
million. The company has more than 200 creditors.
Once viewed as a pioneer in sustainable aviation fuel (SAF)
production, Fulcrum's bankruptcy is the latest in a series of
setbacks. The California-based company had aimed to establish the
first commercial-scale waste-to-SAF facility in the U.S., but its
Nevada plant shut down after ongoing operational difficulties. This
closure resulted in a mass layoff of workers in May, and planned
projects in Indiana and the UK have also been put on hold.
The Nevada facility, which began operations in 2022, was Fulcrum's
flagship project, supported by key partners like WM, which provided
waste feedstock, and Marathon Petroleum, which planned to refine
the synthetic crude oil into SAF. Both companies are now among the
creditors, with Marathon owed $858,925 and WM owed $363,292.95,
according to the filing. Other creditors include the Teachers
Insurance and Annuity Association of America (TIAA), which extended
a $40 million loan, and Rustic Canyon Ventures, which provided a $5
million loan.
Leadership changes at Fulcrum have left the company in flux. Its
last CEO, Eric Pryor, departed after the Nevada facility's closure,
and it remains unclear who has taken over. Rick Barraza, the former
vice president of administration, and Mark Smith, a director at CVR
Energy, are listed in the bankruptcy filing. Smith has also been
named as Fulcrum's chief restructuring officer.
The company has retained the Delaware law firm Morris, Nichols,
Arsht & Tunnell to handle the bankruptcy case, which involves three
entities: Fulcrum BioEnergy, Fulcrum Sierra Holdings, and Fulcrum
Sierra Finance Company.
About Fulcrum Bioenergy
Fulcrum Bioenergy Inc. operates as a clean energy company described
as a pioneer in sustainable aviation fuel (SAF) production.
Fulcrum Bioenergy Inc. and its affiliates sought relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
24-12008) on Sept. 9, 2024. In the petition filed by Mark J. Smith,
as chief restructuring officer, the Debtor reports estimated assets
up to $50,000 and estimated liabilities between $100 million and
$500 million.
The Honorable Bankruptcy Judge Thomas M. Horan handles the case.
The Debtors tapped MORRIS, NICHOLS, ARSHT & TUNNELL LLP as counsel;
and DEVELOPMENT SPECIALISTS, INC., as investment banker. KURTZMAN
CARSON CONSULTANTS, LLC, d/b/a VERITA GLOBAL, is the claims agent.
FULCRUM SIERRA: Sept. 17 Deadline Set for Panel Questionnaires
--------------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy cases of Fulcrum Sierra
BioFuels, LLC, et al.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a questionnaire
available at https://tinyurl.com/2dhsm4wk and return by email it to
Rosa.Sierra-Fox - Rosa.Sierra-Fox@usdoj.gov - at the Office of the
United States Trustee so that it is received no later than 4:00
p.m., on Tuesday, Sept. 17, 2024.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About Fulcrum BioEnergy Inc.
Fulcrum Bioenergy Inc. operates as a clean energy company. The
Company converts household garbage into low-carbon transportation
fuels, including jet, diesel, and ethanol. Fulcrum Bioenergy serves
customers worldwide.
Fulcrum Bioenergy, Inc. and several affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead
Case No. 24-12008) on Sept. 9, 2024, with $0 to $50,000 in assets
and $100 million to $500 million in liabilities. Mark J. Smith,
chief restructuring officer, signed the petitions.
Judge Hon. Thomas M Horan oversees the cases.
The Debtors tapped Morris, Nichols, Arsht & Tunnell LLP as
bankruptcy counsel; Development Specialists, Inc. as financial
advisor and investment banker; Kurtzman Carson Consultants LLC
d/b/a Verita Global as claims and noticing agent.
GERMANIA FARM: A.M. Best Puts B(Fair) FSR Under Review
------------------------------------------------------
AM Best has placed under review with negative implications the
Financial Strength Rating (FSR) of B (Fair) and the Long-Term
Issuer Credit Ratings (Long-Term ICR) of "bb+" (Fair) of Germania
Farm Mutual Insurance Association and its subsidiaries: Germania
Fire & Casualty Company, Germania Insurance Company and Germania
Select Insurance Company. Collectively, these companies comprise
Germania Mutual Group (Germania).
Concurrently, AM Best has placed under review with negative
implications the FSR of B (Fair) and the Long-Term ICR of "bb+"
(Fair) of Germania Property & Casualty Insurance Company, a wholly
owned subsidiary of Germania Farm Mutual Insurance Association.
Additionally, AM Best has placed under review with negative
implications the FSR of B (Fair) and the Long-Term ICR of "bb+"
(Fair) of Germania Life Insurance Company. All companies are
domiciled in Brenham, TX.
These Credit Ratings (ratings) have been placed under review with
negative implications given AM Best's concerns with recent surplus
volatility arising from repeated significant underwriting and
operating losses, and the resulting impact on the group's balance
sheet strength. Management has communicated to AM Best its intent
to follow through with various proposed strategies, which will be
aimed at improving underwriting profitability and consistency, as
well as strengthening the group's capital position and ultimately
improving the level of risk-adjusted capitalization and other key
balance sheet strength measures.
The ratings are expected to remain under review with negative
implications until Germania executes its capital improvement
strategies and AM Best has assessed the impact on Germania's credit
rating fundamentals.
GRAN TIERRA: $150MM Sec. Notes Add-on No Impact on Moody's 'B2' CFR
-------------------------------------------------------------------
Moody's Ratings comments that Gran Tierra Energy Inc.'s B2
Corporate Family Rating, the B2 Senior Secured Notes rating and
positive outlook remain unchanged following the company's
announcement that it plans to issue an add-on to its senior secured
notes due 2029 of up to $150 million. This transaction will be an
add-on to the outstanding $587.6 notes as of June 2024. Net
proceeds from the proposed issuance will be used primarily for
funding the potential acquisition of i3 Energy.
The acquisition will be funded with $70 million of cash on hand,
roughly $55 million through a share payment and $100 million
additional debt. As such, Moody's expect that the acquisition will
increase Gran Tierra's outstanding debt. However, Moody's also
expect that increasing production and EBITDA will maintain credit
metrics relatively stable and that the company will prioritize debt
reduction under its financial policy framework. Gran Tierra's
Exploration and Production (E&P) debt to average daily production
equaled $23,926 as of June 2024 and Moody's estimate that leverage
will equal a relatively high $23,581 by December 2024, including
the acquisition's related debt, and that it will decrease to
$15,589 by 2025.
Gran Tierra's B2 ratings reflect the company's small asset base
expected to double; geographic asset and production concentration
still in Colombia and Ecuador; as well as execution risk at
existing operations and event risk from future growth. These
factors are balanced by strong assets in Colombia's Middle
Magdalena Valley, which have been in operation for decades. The
ratings also take into account Moody's expectation of relatively
strong commodities prices, which will support solid cash flow
generation and credit metrics in 2024-25 for the B2 rating
category.
Moody's expect the company to maintain its hedging policies that
include a target of 25-40% of forecasted production on a rolling
basis to reduce exposure to commodity prices volatility.
Maintenance financial covenants on the 2029 notes include a maximum
leverage of 3x net debt/EBITDA and a minimum interest coverage of
2.5x EBITDA to interest expenses. As of June 2024, according to
Moody's adjusted metrics, net debt to EBITDA equaled 1.3x while
EBITDA to interest expense represented 5.7x. The company has never
declared or paid dividends and Moody's understand that it intends
to retain future earnings to support the development of the
business.
Gran Tierra has good liquidity: in June 2024, the company had
$114.5 million in cash and Moody's expect it to generate enough
cash flow from operations through 2024 to cover interest payments
of about $50 million and capital spending of around $210-230
million.
Gran Tierra's positive outlook reflects that once the acquisition
is finalized, scale, diversification and credit metrics will
improve. Specifically, the ratings could be upgraded if Gran
Tierra's scale measured as average daily production of 26 Mboe/d
and proved developed reserves of 39.6 MMboe increase, strengthening
its market position, to at least 50 MMboe and 81 MMboe in the next
12 to 18 months.
Gran Tierra's ratings could be upgraded if the company, as a result
of the acquisition, increases production to more than 50,000
barrels of oil equivalent per day (boe/d), with minimal
deterioration in financial metrics; its leveraged full-cycle ratio,
which measures an oil company's ability to generate cash after
operating, financial and reserve replacement costs, is consistently
above 2.5x; its exploration and production (E&P) debt/proved
developed reserves drops below $10.0; and the company maintains
strong liquidity.
The outlook could be stabilized if Moody's expectations for the
acquisition do not materialize resulting in weaker than expected
financial metrics. Additionally, Gran Tierra's ratings could be
downgraded if its retained cash flow (RCF, cash from operations
before working capital requirements less dividends)/total debt is
below 25%, with limited prospects of a quick turnaround; the
company's interest coverage, measured as EBITDA/interest expense,
is below 4.0x; or there is a deterioration in the company's
liquidity.
Gran Tierra is headquartered in Calgary, Canada, is an independent
international energy company engaged primarily in the acquisition,
exploration, development, and production primarily of oil, focused
on onshore properties in Colombia. Although it also owns certain
rights to oil and gas properties in Ecuador, the Colombian
properties represented 98% of its proved reserves and 100% of
revenue in the six months ended June, 2024, when its assets
amounted to close to $1.38 billion. About 99.8% of Gran Tierra's
shares are publicly traded on the New York, Toronto, and London
Stock Exchanges.
GROUP RESOURCES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Group Resources Acquisitions, LLC
2675 Breckinridge Blvd, Ste 300
Duluth, GA 30096
Case No.: 24-59671
Chapter 11 Petition Date: September 13, 2024
Court: United States Bankruptcy Court
Northern District of Georgia
Judge: Hon. Sage M Sigler
Debtor's Counsel: Michael D Robl, Esq.
ROBL LAW GROUP LLC
3754 LaVista Road
Suite 250
Tucker, GA 30084
Tel: 404-373-5153
Fax: 404-537-1761
E-mail: michael@roblgroup.com
Total Assets: $8,158,635
Total Liabilities: $0
The petition was signed by Andy Willoughby as president & chief
executive officer.
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/JWW422I/Group_Resources_Acquisitions_LLC__ganbke-24-59671__0001.0.pdf?mcid=tGE4TAMA
GULF SOUTH: Unsecured Creditors Will Get 100% of Claims in Plan
---------------------------------------------------------------
Gulf South Energy Services, LLC filed with the U.S. Bankruptcy
Court for the Western District of Louisiana a Disclosure Statement
in support of Plan of Reorganization dated August 14, 2024.
The Debtor is engaged in the business of providing flowback, well
testing, torque and test, equipment rental, and wireline services,
as well as related services.
These services are provided through both employees and third
parties and include, but are not limited to, drilling and
completion equipment, wireline equipment, wireline engineers,
wireline operators, flowback equipment, flowback supervisors,
flowback operators, well-test equipment, well-test supervisors, and
well-test operators.
The Debtor commenced this Chapter 11 case to rationalize its
capital structure, enhance long-term profitability, and maintain
and strengthen its market position. The Debtor hopes to move
swiftly through this Chapter 11 case to a successful
reorganization. Upon emergence, the Debtor expects to be a market
leader, well-positioned to take advantage of lucrative
opportunities in the inevitable oil and gas industry recovery and
to expand further.
The Plan provides for a reorganization of all liabilities owed by
the Debtor.
Class 16 shall consist of all allowed Unsecured Claims that are not
otherwise provided for under the Plan. Class 16 general Unsecured
Claims are estimated to total approximately $5,975,982.53. The
Reorganized Debtor shall pay 100% of the allowed general Unsecured
Claims in approximately 96 installments. Payments shall commence on
the 15th day of the fifth full month following the Effective Date
of the Plan. The Class 16 general Unsecured Claims are impaired
under the Plan.
Class 17 shall consist of Equity Interest Holders. The Class 17
Equity Interest Holders shall retain their Equity Interests in the
Reorganized Debtor but will receive nothing additional under the
Plan. The Class 17 Equity Interest Holders' votes will not count
towards votes tabulated for purposes of any possible cramdown under
Section 1129(b).
The Reorganized Debtor shall operate its business managing its
commercial activities following the Effective Date. The Reorganized
Debtor shall only be required to dedicate sufficient revenues to
fund all obligations contained herein.
The Reorganized Debtor shall continue to exist as a Limited
Liability Company after the Effective Date in accordance with the
applicable laws of the State of Louisiana, where it is organized,
for the purposes of operating its business and satisfying its
obligations under the Plan. The Reorganized Debtor shall be owned
by the Equity Interest Holders upon the Confirmation Order becoming
a Final Order. After the Effective Date, the Debtor shall continue
to be managed by its managing members, Todd Davis, Leon Davis, and
others.
A full-text copy of the Disclosure Statement dated August 14, 2024
is available at https://urlcurt.com/u?l=D483rd from
PacerMonitor.com at no charge.
Gulf South Energy Services, LLC, is represented by:
Curtis R. Shelton, Esq.
AYRES, SHELTON, WILLIAMS, BENSON & PAINE, LLC
Suite 1400, Regions Tower
3333 Texas Street (71101)
P.O. Box 1764
Shreveport, LA 71166-1764
Telephone: (318) 227-3500
Facsimile: (318) 227-3806
E-mail: curtisshelton@awsw-law.com
About Gulf South Energy Services
Gulf South Energy Services, LLC, is an oil & natural gas company in
Shreveport, Louisiana.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. La. Case No. 24-10178) on Feb. 16, 2024. In the
petition signed by Todd Davis, managing member, the Debtor
disclosed up to $50 million in both assets and liabilities.
Judge John S. Hodge oversees the case.
Robert W. Raley, Esq., is the Debtor's legal counsel.
HAH GROUP: Moody's Affirms B2 CFR & Rates New First Lien Loans B2
-----------------------------------------------------------------
Moody's Ratings has affirmed the ratings of HAH Group Holding
Company, LLC's ("HAH" or "Help at Home"), including its B2
Corporate Family Rating and B2-PD Probability of Default Rating.
Concurrently, Moody's assigned a B2 rating to HAH's proposed senior
secured first lien bank credit facility, comprised of a $250
million senior secured first lien revolving credit facility
expiring in 2029 and $900 million senior secured first lien term
loan due in 2031. Moody's also assigned a B2 rating to HAH's
proposed backed senior secured notes due in 2031. There is no
action on the existing senior secured first lien revolving credit
facility, term loans, and delayed draw term loan, which are
currently rated B1, and existing senior secured second lien term
loan, which is currently rated Caa1. The outlook remains stable.
Proceeds from the new $900 million term loan and $600 million
secured notes will be used to fully repay HAH's existing $1.04
billion first lien term loans and $165 million second lien term
loan, fund a $262.6 million dividend to existing shareholders, and
pay related fees and expenses. Upon close of the transaction,
Moody's will withdraw the B1 ratings on the existing senior secured
first lien revolving credit facility, term loans, and delayed draw
term loan, as well as the Caa1 rating on the senior secured second
lien term loan, concurrent with the associated repayment of HAH's
existing debt obligations.
The rating affirmation reflects Moody's view that HAH's financial
leverage pro forma for this transaction will increase initially,
but decline to below 6 times over the next 12 to 18 months. The
refinancing and dividend recapitalization transaction will increase
pro forma debt-to-EBITDA to 6.5 times from 5.3 times on a Moody's
adjusted basis. Despite the increase in financial leverage, Moody's
expect HAH will deleverage to the high 5 times range over the next
12 to 18 months, supported by Moody's expectation for the company
to grow earnings in the double-digits. The transaction also extends
the maturities of the company's debt.
RATINGS RATIONALE
HAH's B2 CFR reflects its high financial leverage, reimbursement
risk (specifically with state Medicaid payors), and limited but
improving geographic diversification with a substantial
concentration of revenues in New York, Illinois and Pennsylvania.
Moody's calculate HAH's financial leverage at 6.5 times pro forma
for the refinancing and dividend recapitalization transaction and
based on the LTM period ending June 30, 2024. Moody's expect that
HAH's financial leverage will decline to the mid-to-high 5 times
range over the next 12 to 18 months, absent any significant
debt-funded acquisitions.
Conversely, the rating is supported by HAH's moderate scale with
over $2 billion of revenue and its leading position in the highly
fragmented home care market. Moody's expect that this market will
benefit from favorable industry dynamics given aging demographics,
growing demand for home based services, as well as significant cost
advantages over less preferred facility-based care. Further, HAH's
rating reflects its consistent track record of good organic revenue
growth and M&A integration. Despite industry-wide labor pressures,
HAH has been able to reduce negative labor impacts due in part to
the company's scale and density within its key markets.
Moody's expect HAH will maintain good liquidity over the next 12
months given that the company will have access to a new undrawn
$250 million revolving credit facility and Moody's expectation for
the company to generate positive free cash flow. Moody's expect HAH
could use its revolving credit facility to fund tuck-in
acquisitions. Liquidity is also supported by the company's good
cash balance of approximately $32 million following the refinancing
and dividend recapitalization transaction, as well as significant
flexibility within the credit agreement, including the absence of
financial maintenance covenants on the term loan.
The B2 rating of HAH's new senior secured first lien bank credit
facility, comprised of a $250 million revolving credit facility and
$900 million term loan, as well as the B2 rating on the $600
million senior secured notes, are the same as the B2 CFR. This
reflects the first lien secured bank credit facility and senior
secured notes representing the preponderance of debt within the
company's capital structure.
The outlook is stable. Moody's expect that HAH will maintain solid
organic growth backed by growing demand for home care services.
Moody's also expect that the company will deleverage back to the
mid-to-high 5 times over the next 12 to 18 months while maintaining
good liquidity.
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 $269
million and 100% of consolidated EBITDA, plus unlimited amounts
subject to 5.50x First Lien Net Leverage Ratio. There is an inside
maturity sublimit up to the greater of 50% of closing date EBITDA
and 50% of consolidated EBITDA, along with incremental facilities
incurred under the incremental ratio debt test and incremental
facilities incurred using amounts reallocated from the general debt
basket. A "blocker" provision restricts the sale, lease, sublease,
disposition or transfer of material intellectual property to
unrestricted subsidiaries by loan parties in transactions with the
principal purpose of incurring structurally senior debt secured by
such intellectual property. There are no protective provisions
restricting an up-tiering transaction.
ESG CONSIDERATIONS
Help at Home's CIS-4 indicates the rating is lower than it would
have been if ESG risk exposures did not exist. Help at Home has
exposure to both social risks and governance considerations. The
home healthcare space is experiencing ongoing social and regulatory
scrutiny as government and other payors seek ways to reduce overall
healthcare costs. The company relies heavily on Medicare and
Medicaid, which exposes it to regulatory and reimbursement changes.
The company is also exposed to both labor pressures and wage
inflation given its large workforce of unskilled employees. Help at
Home's high financial leverage and propensity for acquisitions and
shareholder distributions leave it exposed to governance risks.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if HAH experiences significant
integration or reimbursement issues stemming from acquisitions.
Ratings could be downgraded if the company undertakes an aggressive
debt-funded acquisition strategy or further shareholder dividends.
A material weakening of liquidity, including persistent negative
free cash flow, could also result in a ratings downgrade.
Quantitatively, ratings could be downgraded if leverage is
sustained above 6.0 times.
HAH's ratings could be upgraded if the company further increases
its scale while also improving its geographic diversification.
Ratings could be upgraded if working capital volatility were to be
reduced. Quantitatively, ratings could be upgraded if leverage is
sustained below 5.0 times.
HAH is one of the largest providers of home personal care and
support services to the elderly and people with disabilities in
their homes and community-based settings. Revenues were over $2.1
billion for the twelve months ending June 30, 2024. HAH is owned by
CenterBridge Partners, L.P., The Vistria Group, L.P., Wellspring
Capital Partners, L.P. and certain executive officers, employees
and other minority investors.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
HIGHLAND CAPITAL: Investment Firm Appeals Chapter 11 Sanction
-------------------------------------------------------------
Yun Park of Law360 reports that an alternative investment company
has asked a Texas federal court to overturn a sanctions order it
received in defunct hedge fund Highland Capital's Chapter 11 case
after the bankruptcy court concluded that it filed a claim in bad
faith, reports Law360.
About Highland Capital Management
Highland Capital Management, LP was founded by James Dondero and
Mark Okada in Dallas in 1993. Highland Capital is the world's
largest non-bank buyer of leveraged loans in 2007. It also manages
collateralized loan obligations. In March 2007, it raised $1
billion to buy distressed loans. Collateralized loan obligations
are created by bundling together loans and repackaging them into
new securities.
Highland Capital Management sought Chapter 11 protection (Bank. D.
Del. Case No. 19-12239) on Oct. 16, 2019. On Dec. 4, 2019, the case
was transferred to the U.S. Bankruptcy Court for the Northern
District of Texas and was assigned a new case number (Bank. N.D.
Tex. Case No. 19-34054). Judge Stacey G. Jernigan is the case
judge.
At the time of the filing, Highland had between $100 million and
$500 million in both assets and liabilities.
The Debtor tapped Pachulski Stang Ziehl & Jones LLP as bankruptcy
counsel, Foley & Lardner LLP as special Texas counsel, and Teneo
Capital, LLC as litigation advisor. Kurtzman Carson Consultants,
LLC, is the claims and noticing agent.
The U.S. Trustee for Region 6 appointed a committee of unsecured
creditors on Oct. 29, 2019. The committee tapped Sidley Austin LLP
and Young Conaway Stargatt & Taylor LLP as bankruptcy counsel, and
FTI Consulting, Inc. as financial advisor.
HOLZHAUER FORD: Hits Chapter 11 Bankruptcy Protection
-----------------------------------------------------
Holzhauer Ford Storm Lake Inc. filed Chapter 11 protection in the
Northern District of Iowa. According to court documents, the Debtor
reports between $1 million and $10 million. 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 18, 2024 at 10:00 a.m. in Room Telephonically.
About Holzhauer Ford Storm Lake
Holzhauer Ford Storm Lake Inc. is a dealer of new and pre-owned
automobiles.
Holzhauer Ford Storm Lake Inc. sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Iowa Case No. 24-00815) on
August 23, 2024. In the petition signed by Dan Winchell, as CEO,
the Debtor reports estimated assets and liabilities between $1
million and $10 million each.
The Debtor is represented by:
Jeffrey D. Goetz, Esq.
DICKINSON, BRADSHAW, FOWLER & HAGEN, PC
801 Grand Avenue, Suite 3700
Des Moines, IA 50309-8004
Tel: 515-246-5817
Email: jgoetz@dickinsonbradshaw.com
HOONIGAN INC: Seeks $570MM New Capital in Chapter 11 Restructuring
------------------------------------------------------------------
Wheel Pros, LLC (d/b/a Hoonigan) and certain of its North
American-based affiliates, a leading provider of aftermarket
vehicle enhancements, announced on September 9, 2024, that it has
commenced an in-court financial restructuring process to position
it to drive long-term growth. The Company has entered into a
Restructuring Support Agreement with a majority of its debtholders
through which it expects to eliminate approximately $1.2 billion of
the Company's debt and secure up to approximately $570 million of
new capital, substantially improving the Company's balance sheet
and financial position.
"Today's announcement marks an important step forward for Hoonigan
that will enable us to advance our industry leading position in the
growing automotive aftermarket sector," said Vance Johnston, CEO of
Hoonigan. "With a significantly strengthened balance sheet and new
capital, this transaction will position us to invest in innovation
and further drive financial performance. With the strong support of
our financial partners, we remain laser-focused on providing
cutting-edge products and best-in-class service to our partners
throughout this process."
In order to implement the RSA, Hoonigan has filed voluntary
petitions for Chapter 11 relief in the U.S. Bankruptcy Court for
the District of Delaware. As contemplated under the RSA, the
Company expects to emerge under the majority ownership of a group
of its current lenders, who recognize the potential of the
automotive aftermarket industry and are confident in Hoonigan's
ability to continue to operate at its forefront. The RSA
contemplates a swift in-court restructuring, with emergence from
Chapter 11 anticipated within two months.
Importantly, the RSA provides for a consensual, prepackaged
restructuring proceeding, including a motion seeking to approve
$110 million term loan debtor-in-possession ("DIP") facility and a
$175 million ABL DIP facility. The Company anticipates that this
will allow the business to continue operating in the ordinary
course during the restructuring without impacting trade creditors,
customers, employees, vendors, or suppliers and will allow the
Company to honor its commitments to strategic partners. Further,
the Company's operations outside of North America are not part of
the Court-supervised restructuring process.
Additional information regarding the Chapter 11 process is
available at https://cases.stretto.com/WheelPros. Stakeholders with
questions can contact the Company's claims agent, Stretto, by
calling (855) 371-7511 (U.S. toll free) or +1 (714) 716-1978
(International) or emailing TeamWheelPros@stretto.com.
About Hoonigan
Hoonigan 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. More information is available at
www.hoonigan.com.
Advisors
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.
INCA ONE: Secures $25M Gold Loan as Part of CCAA Restructuring
--------------------------------------------------------------
INCA ONE GOLD CORP. provides the following general update on its
CCAA proceedings and proposed new gold loan financing.
As previously reported on April 8, 2024, the Company announced the
receipt of a notice of default from OCIM Precious Metals related to
a missed gold loan payment. The Company was unsuccessful in its
negotiations with OCIM to find an amicable solution to settle the
outstanding debt that would have been in the best interests of all
its stakeholders.
On June 3, 2024, Inca One sought and obtained an order for creditor
protection from the Supreme Court of British Columbia pursuant to
the Companies' Creditors Arrangement Act. The CCAA process allowed
for the board of directors of the Company to remain in place and
for management to maintain its responsibility for the day-to-day
operations of the Company, under the general oversight of a court
appointed monitor, FTI Consulting Canada Inc. The CCAA process
provides protection to the Company from creditors. Nonetheless, the
Company is committed to taking all steps necessary to protect and
preserve the value of its business, property and the interests of
all stakeholders in both Canada and Peru.
On July 9, 2024, Inca One agreed to terms for a US$25M Gold Loan
facility that will be presented by Westmount Capital. Westmount is
a Public and Investor Relations company based in Geneva, since
2006. Westmount coordinates European roadshows for Canadian listed
micro-cap companies with high growth potential, who are undervalued
and under-covered. They have developed a strong network of
qualified wealth investors, high-net worth individuals, Family
Offices and decision makers in Europe.
The terms of the Gold Loan presented by Westmount are as follows.
The Gold Loan will mature 60 months after closing, which is
expected to be on or about September 30, 2024. The first US$20
million of the Gold Loan will be repaid in 16 equal quarterly
installments, with the first repayment occurring 12 months from the
Issuance Date and then every quarter thereafter. A final US$5
million payment will be due and payable at the end of the 60-month
term. The Debentures will be priced in gold ounces at a 15%
discount to the spot price of gold at the closing date. The
Debenture holder will have the right to receive payment in either
cash or the equivalent amount of refined gold. In addition to the
discount, the Debentures will bear interest at 8% per annum payable
quarterly in cash. The Gold Loan will be secured by the Company's
gold inventory and processing facilities in Peru. Interested
investors can contact Westmount directly at
info@westmountcapital.com.
"Our top priority at this moment is working with our advisors at
Westmount Capital (westmountcapital.com) to secure the necessary
financing for the US$25M Gold Loan," stated Edward Kelly, Inca One
President and CEO. With the completion of this funding arrangement
the Company's debts will be restructured and Inca One will be
substantially funded. We will immediately restart operations once
the funds are in place, and get back to creating value for
stakeholders, shareholders, employees and local communities."
Since the Initial Order and pursuant to the CCAA, the SCBC extended
the Stay Period in favour of the Company under a Second Amended and
Restated Initial Order and approved the Company to enter into an
interim financing agreement with a private lender on August 2,
2024. This Debtor-In-Possession Term Loan is for the principal sum
of up to US$1 million and is to be used by the Company to meet its
near-term general working capital requirements including legal,
restructuring, administrative and general corporate costs in
connection with the CCAA proceedings and the Court approved
cashflows. To date all funds have been drawn and are being deployed
as indicated. For additional terms of the DIP Loan, please see the
Company's DIP Loan press release.
On August 26, 2024, on application by the Company, the SCBC
approved a Claims Process Order as part of the Company's ongoing
CCAA proceedings. The Order provides for a "Claims Process"
pursuant to which the Monitor will call for and adjudicate, as
necessary, all claims against the Company. Copies of all Claims
Process forms are available on the Monitor's website at
http://cfcanada.fticonsulting.com/incaone/.
Additionally, and pursuant to the CCAA, the SCBC further extended
the Stay Period under a Second ARIO until October 7, 2024, allowing
the Company the necessary time to complete the Gold Loan. The
proceeds of the Gold Loan will be an important part of a Plan of
Arrangement that will restructure the Company's financial
obligations to its creditors and fund the future operations and
inventory of the Company.
During this CCAA period, the Company's common shares have been
suspended from trading on the TSX Venture Exchange and its
secondary stock exchanges in the United States and Frankfurt Stock
Exchange in Europe and will remain suspended pending clarification
of company affairs. After the Company emerges from creditor
protection and completes its application for relisting, its common
shares are anticipated to be re-instated for trading on the TSXV,
and OTCQB and FSE exchanges.
Since the Company was forced to enter CCAA, Management and the
Board of Directors have taken all the necessary steps to reduce
costs and accordingly have placed both plants on care and
maintenance. The restart of operations is expected once the Company
emerges from CCAA proceedings. Inca One believes it will emerge
from this restructuring process financially stable and ready to
take advantage of the continued strengthening gold price and
precious metals environment.
About Inca One
Inca One Gold Corp. -- http://www.incaone.com-- (TSXV: INCA.H)
(OTC Pink: INCAF) (FSE: SU92) is an established gold producer
operating two permitted gold mineral processing facilities in Peru.
The Company possesses a combined 450 TPD permitted operating
capacity at its two fully integrated plants, Chala One and Kori
One, generating over US$200 million in sales from its processing
operations. Inca One is led by an experienced and capable
management team that has established the Company as a trusted
leader in servicing permitted Artisanal and Small-scale Gold Miners
(ASGM). Peru is one of the world's largest producers of gold, and
its ASGM sector is estimated by government officials to be valued
in the billions of dollars annually. Through the Company's
partnerships with the UN-backed PlanetGold Program and the Swiss
Better Gold Initiative, Inca One supports the sustainable
development and mining practices of the ASGM sector and the
responsible gold supply chain from mine to market.
INSIGHT PHOTONIC: Markus Williams Advises Equity Security Holders
-----------------------------------------------------------------
The law firm of Markus Williams Young & Hunsicker, LLC filed a
verified statement pursuant to Rule 2019 of the Federal Rules of
Bankruptcy Procedure to disclose that in the Chapter 11 cases of
Insight Photonic Solutions, Inc. and Insight LiDAR, Inc., the firm
represents equity security interest holders The Tim & Jame Meyer
Family Foundation Limited; Balint Nemeth; George Ittmann; Joseph
Nolan; Thomas Nolan; Jamie Farrar; Edward Daly; and Stefan
Hatvany.
The Equity Holders are each an equity security holder of Debtor
Insight LiDAR, Inc.
The Equity Holders have retained the Firm to represent them as
local counsel in regard to the chapter 11 cases to, among other
things, review and advise the Equity Holders on any chapter 11 plan
and disclosure statement filed by Debtors and represent the Equity
Holders at any hearing to be conducted by the Bankruptcy Court in
regard to any chapter 11 plan and disclosure statement filed by the
Debtors.
Each party comprising the Equity Holders is aware of, has requested
and consented to the Firm's representation of the Equity Holders.
No party comprising the Equity Holders represents or purports to
represent any other entities in connection with these chapter 11
cases.
The Equity Scurity Holders' address and interest in relation to the
Debtors are:
1. The Tim & Jame Meyer Family Foundation Limited
6 Reece Mews
London, SW7 3HE UK
* 78,003 (Series A-2 Preferred Stock)
2. Balint Nemeth
12 Holmdale Road Camden
London, NW6 1BS UK
* 78,003 (Series A-2 Preferred Stock)
3. George Ittmann
147 Gonzales Road
Unit 17, Santa Fe, NM 87501-618
* 39,002 (Series A-2 Preferred Stock)
4. Joseph Nolan
4203 Reid Drive NW
Gig Harbour, WA 98355
* 117,005 (Series A-2 Preferred Stock)
5. Thomas Nolan
26255 Otter Drive
Willits, CA 95490
* 117,005 (Series A-2 Preferred Stock)
6. Jamie Farrar
The Beach House Studland
Dorset, England, BH19 3BA UK
* 39,002 (Series A-2 Preferred Stock)
7. Edward Daly
30 Copperdale Ln
Huntington, NY 11743
* 39,002 (Series A-2 Preferred Stock)
8. Stefan Hatvany
Condominio Bosque Verde, Lote #43
Nosara, Nicoya Guanacaste, 50206
Costa Rica
* 156,006 (Series A-2 Preferred Stock)
The law firm can be reached at:
MARKUS WILLIAMS YOUNG & HUNSICKER LLC
Lacey S. Bryan, Esq.
1775 Sherman Street, Suite 1950
Denver, Colorado 80203-4505
Telephone (303) 830-0800
Facsimile (303) 830-0809
Email: lbryan@markuswilliams.com
About Insight Photonic Solutions
Insight Photonic Solutions, Inc., in Broomfield, CO, filed its
voluntary petition for Chapter 11 protection (Bankr. D. Colo. Case
No. 24-13141) on June 6, 2024, listing $1 million to $10 million in
assets and $10 million to $50 million in liabilities. Michael
Minneman as chief executive officer, signed the petition.
Judge Michael E. Romero oversees the case.
ONSAGER | FLETCHER | JOHNSON | PALMER LLC serves as the Debtor's
legal counsel.
IR4C INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: IR4C Inc.
d/b/a Yes.Fit
d/b/a Make Yes Happen
3715 Drane Field Road
Lakeland, FL 33811
Business Description: The Debtor owns the real property located at
3715 Dranefield Road, Lakeland, Florida
having a comparable sale value of $4.2
million.
Chapter 11 Petition Date: September 13, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-05458
Debtor's Counsel: Samantha L Dammer, Esq.
BLEAKLEY BAVOL DENMAN & GRACE
15316 N. Florida Avenue
Tampa, FL 33613
Tel: (813) 221-3759
Email: sdammer@bbdglaw.com
Total Assets: $4,280,839
Total Liabilities: $7,922,422
The petition was signed by Kevin D. Transue 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/5QVZU6I/IR4C_Inc__flmbke-24-05458__0001.0.pdf?mcid=tGE4TAMA
IYS VENTURE: Creditor CrossAmerica Files Competing Plan
-------------------------------------------------------
CrossAmerica Partners LP ("CAP"), a creditor and contract
counterparty, and certain parties filed with the U.S. Bankruptcy
Court for the Northern District of Illinois a Combined Disclosure
Statement and Chapter 11 Plan of Liquidation of IYS Ventures, LLC
dated August 14, 2024.
The Debtor is an Illinois limited liability company that operates
gas stations and convenience stores in 10 states.
IYS Ventures, LLC was expanded by Muwafak Rizek out of a business
owned by his father-in-law Isam Y. Samara that leased and operated
a limited number of individual gas stations. These early stations
were owned by Circle K and managed by one of the entities owned or
acquired by CrossAmerica Partners, LP.
Fuel is supplied to all of the Stations by CAP under the terms of
the Fuel Supply Agreements. Before filing the Chapter 11 Case, the
Debtor operated 50 Stations. The Debtor owned 10 of the Stations
and leased 40 Stations from CAP (the "Leased Stations").
The Proponents believe that the Debtor's Plan is not feasible,
primarily because the Debtor does not currently generate enough
income to meet its current monthly Lease Obligations on time and
because the Debtor's Plan requires a recovery from the CAP
Adversary Proceedings, which involve meritless claims that will
only cost the Estate further resources. Therefore, the Proponents
propose this Combined Plan and Disclosure Statement, which is a
plan of liquidation, in competition with the Debtor's Plan.
As an alternative to the Debtor's Plan, the Proponents are
proposing this Combined Plan and Disclosure Statement, which
liquidates the Debtor's assets as soon as practicable and provides
a more certain recovery to creditors. A central piece of the Plan
is the CAP Settlement.
As part of the CAP Settlement, CAP will (1) purchase the fuel and
inventory at the Leased Stations for an estimated amount of
approximately $1.2 million, (2) pay $100,000 to the Debtor's Estate
solely for the benefit of Class 5 General Unsecured Creditors, (3)
pay $100,000 to the Debtor's Estate solely to fund the Wind-Down
Fund, (4) continue operations at all of the Leased Stations by
hiring the current employees who are employed at such stations, and
(5) fully satisfy the Class 1(b) Claims of Huntington National Bank
by purchasing the collateral securing such Claims from the Holders
of such Class 1(b) Claims. This Combined Plan and Disclosure
Statement further provides for the creation of a Distribution Fund,
which the Liquidation Trustee will use to provide distributions to
General Unsecured Creditors as soon as practicable after the Plan
becomes effective.
The Proponents' Plan calls for the Debtor to return the remaining
18 Leased Stations to CAP, with CAP to purchase the fuel and
convenience store inventory from the Debtor's Estate as it did for
the 22 Stations that the Debtor previously pushed back to CAP and
to pay Huntington Bank to satisfy its security interest in certain
fuel dispensers purchased by the Debtor. Further, the Proponents'
Plan calls for the Liquidating Trustee to liquidate the Debtor's
interest in the fuel and convenience store inventory and leases at
the Freedom Medical Stations, either by selling or abandoning those
assets.
Assuming that the Debtor's June 30, 2024 figures remain accurate,
simply surrendering the Leased Stations to CAP and liquidating the
fuel and convenience store inventory at the Freedom Medical
Stations could result in a payment of nearly $1.8 million to the
Estate for the benefit of creditors without the significant
uncertainty and payout over time. In addition, although a
significant portion of the Debtor's $995,000 Security Deposit held
by CAP is already due to satisfy the Debtor's obligations under the
CAP Agreements and the remainder of the Security Deposit will be
required in connection with the return of the remaining Leased
Stations, the Proponents' Plan includes CAP's proposal to release
its Claims against the Debtor for any deficiency in the Security
Deposit, and pay $200,000 to the Estate, half of which would be
earmarked for Distribution to Class 5 General Unsecured Creditors.
The Debtor's liquidation could also result in the sale of the
Debtor's leasehold interest in the Freedom Medical Stations,
possibly generating additional Cash for the benefit of the Debtor's
creditors. In sum, a plan of liquidation, rather than
reorganization, will maximize the remaining value of the Debtor's
Estate, provide an immediate recovery for creditors, and avoid the
substantial risk of relying on the future performance of a
struggling business. The Proponents will continue to try to build
consensus with the Debtor's other stakeholders after solicitation
and before the Confirmation Hearing.
Class 5 shall consist of all General Unsecured Claims against the
Debtor. Except to the extent that a Holder of a General Unsecured
Claim agrees to a less favorable or different treatment, on, or as
soon as reasonably practicable after, the later of the Effective
Date or the date such General Unsecured Claim becomes an Allowed
General Unsecured Claim, each Holder of an Allowed General
Unsecured Claim shall receive, in full and final satisfaction,
settlement, and release of such General Unsecured Claim, Cash in an
amount equal to its Pro Rata share among all Holders of General
Unsecured Claims of the Distribution Fund, not to exceed the amount
of such Allowed General Unsecured Claim.
The allowed unsecured claims total $25,732,014.04. This Class will
receive a distribution of 0.4% to 1% of their allowed claims. Class
5 Claims are Impaired by the Plan and entitled to vote to accept or
reject the Plan.
On the Effective Date, Interests in Debtor IYS Ventures, LLC shall
be canceled, released, and expunged without any Distribution on
account of such Interests, and such Interests will be of no further
force or effect.
The Liquidation Trustee shall be appointed by the Proponents. The
appointment of the Liquidation Trustee shall be effective as of the
Effective Date. Successor Liquidation Trustee(s) shall be appointed
in accordance with this Plan.
On or prior to the Effective Date, the Liquidation Trustee and the
Debtor shall execute the Liquidation Trust Agreement. The
Liquidation Trust shall become effective on the Effective Date. On
the Effective Date, the Liquidation Trust shall be deemed to be
valid, binding and enforceable in accordance with the terms and
provisions of the Plan and the Liquidation Trust Agreement. After
the Effective Date, the Liquidation Trust Agreement may be amended
in accordance with its terms without further order of the
Bankruptcy Court. The Liquidation Trust Agreement shall be
satisfactory in form and substance to the Debtor and the
Proponents.
A full-text copy of the Combined Disclosure Statement and Plan
dated August 14, 2024 is available at
https://urlcurt.com/u?l=qRc9Mf from PacerMonitor.com at no charge.
Counsel to CrossAmerica Partners LP:
FOX ROTHSCHILD LLP
Gordon E. Gouveia, Esq.
Peter C. Buckley, Esq.
Matthew R. Higgins, Esq.
321 North Clark Street, Suite 1600
Chicago, IL 60654
Telephone: (312) 980-3816
Facsimile: (312) 517-9201
E-mail: ggouveia@foxrothschild.com
About IYS Ventures
IYS Ventures LLC leases, owns and operates gas stations located in
Illinois, Minnesota, Michigan, Indiana, Ohio, South Dakota,
Virginia, Wisconsin, and Louisiana.
The Debtor filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-06782) on May 23,
2023. In the petition filed by Muwafak Rizek, as manager and
member, the Debtor reported assets between $1 million and $10
million and liabilities between $10 million and $50 million.
The Honorable Bankruptcy Judge David D. Cleary oversees the case.
Gregory K. Stern, P.C., is the Debtor's legal counsel.
J-1-CATTLE FARM: Beverly Brister Named Subchapter V Trustee
-----------------------------------------------------------
The Acting U.S. Trustee for Region 13 appointed Beverly Brister,
Esq., a practicing attorney in Benton, Ark., as Subchapter V
trustee for J-1-Cattle Farm, LLC.
Ms. Brister will be paid an hourly fee of $300 for her services as
Subchapter V trustee. Should travel be required outside of Saline
or Pulaski Counties, the Subchapter V trustee will seek a
compensation rate of $100 per hour for actual travel time
incurred.
Ms. Brister declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Beverly I. Brister, Esq.
Attorney at Law
212 W. Sevier
Benton, AR 72015
Phone: 501-778-2100
Email: bibristerlaw@gmail.com
About J-1-Cattle Farm
J-1-Cattle Farm, LLC, filed Chapter 11 bankruptcy petition (Bankr.
E.D. Ark. Case No. 24-12789) on August 28, 2024, with $50,001 to
$100,000 in both assets and liabilities.
Judge Phyllis M. Jones oversees the case.
The Debtor tapped AR Law Partners, PLLC as bankruptcy counsel.
JC PENNEY: Judge Says Bankruptcy Sale Not Undervalued
-----------------------------------------------------
Ben Zigterman of Law360 Bankruptcy Authority reports that a Texas
bankruptcy judge on Monday, September 9, 2024, shot down a
bondholder's motion contesting the value of J.C. Penney's
bankruptcy sale and its distribution to creditors, rejecting the
claim that the sale of the retailer's real estate assets was
significantly undervalued.
For reasons stated on the record in the Court's oral ruling at the
Sept. 9 hearing, Judge Christopher Lopez entered an order DENYING
ERIC MOORE’S MOTION TO ENFORCE THE SALE ORDER, SETTLEMENT
AGREEMENT, ASSET PURCHASE AGREEMENT, AND MOTION FOR TURNOVER AND
DISTRIBUTION OF FUNDS AND/OR
PROPERTY EXCEEDING THE $1 BILLION CREDIT BID AMOUNT; AND EQUITABLE
SUBORDINATION OF THE DIP HOLDERS' 1ST AND 2ND LIEN DEBT AND
UNSECURED NOTES.
About J.C. Penney Co. Inc.
J.C. Penney Company, Inc. -- http://www.jcpenney.com/-- is an
apparel and home retailer, offering merchandise from an extensive
portfolio of private, exclusive, and national brands at over 850
stores and online. It sells clothing for women, men, juniors, kids,
and babies.
On May 15, 2020, J.C. Penney entered into a restructuring support
agreement with lenders holding 70% of its first lien debt. The RSA
contemplates agreed-upon terms for a pre-arranged financial
restructuring plan that is expected to reduce several billion
dollars of indebtedness.
To implement the plan, J.C. Penney and its affiliates on May 15,
2020, filed voluntary petitions for reorganization under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
20-20182). At the time of the filing, J.C. Penney disclosed assets
of between $1 billion and $10 billion and liabilities of the same
range.
Judge David R. Jones oversaw the cases.
The Debtors tapped Kirkland & Ellis and Jackson Walker, LLP as
legal counsel; Katten Muchin Rosenman, LLP as special counsel;
Lazard Freres & Co. LLC as investment banker; AlixPartners, LLP as
restructuring advisor; and KPMG, LLP as tax consultant. Prime Clerk
is the claims agent, maintaining the page
http://cases.primeclerk.com/JCPenney
The committee of unsecured creditors retained Cole Schotz, P.C.,
and Cooley, LLP.
* * *
J.C. Penney in November 2020 won approval to sell substantially all
of its retail and operating assets ("OpCo") to a group formed by
landlords Brookfield Asset Management, Inc. and Simon Property
Group and senior lenders through a combination of cash and new term
loan debt.
Paul, Weiss, Rifkind, Wharton & Garrison LLP was the legal counsel,
and BRG Capital Advisors, LLC, served as financial adviser to Simon
and Brookfield.
JMG VENTURES: Middleton Jewelers Kicks Off Subchapter V Bankruptcy
------------------------------------------------------------------
JMG Ventures LLC filed Chapter 11 protection in the Western
District of Wisconsin. According to court filing, the Debtor
reports between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states that funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Sept. 24, 2024 at 2:00 p.m. in Room Telephonically on telephone
conference line: (866) 818-1445. participant access code: 1578204.
About JMG Ventures
JMG Ventures LLC, Middleton Jewelers, is a limited liability
company.
JMG Ventures LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wis. Case No. 24-11650) on August 19,
2024. In the petition filed by Manmeet Soin, as sole and managing
member, the Debtor reports estimated assets between $100,000 and
$500,000 and estimated liabilities between $1 million and $10
million.
The Debtor is represented by:
Eliza M. Reyes, Esq.
RICHMAN & RICHMAN LLC
122 W. Washington Avenue
Suite 850
Madison, WI 53703-2732
Tel: 608-630-8990
Fax: 608-630-8991
Email: ereyes@randr.law
JOSE FUENTES: Case Summary & Two Unsecured Creditors
----------------------------------------------------
Debtor: Jose Fuentes Construction, Inc.
114 Central Avenue
Salinas, CA 93901
Chapter 11 Petition Date: September 13, 2024
Court: United States Bankruptcy Court
Northern District of California
Case No.: 24-51400
Judge: Hon. Stephen L Johnson
Debtor's Counsel: Stanley A. Zlotoff, Esq.
STANLEY A. ZLOTOFF
300 South First Street
Suite 215
San Jose, CA 95113
Tel: (408) 287-5087
Fax: (408) 287-7645
Email: zlotofflaw@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jose Fuentes as CFO/CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/TVPJCAI/Jose_Fuentes_Construction_Inc__canbke-24-51400__0001.0.pdf?mcid=tGE4TAMA
JTRE 14 VESEY: Updates Lender's Claim Pay Details; Amends Plan
--------------------------------------------------------------
JTRE 14 Vesey LLC submitted a Disclosure Statement for Second
Modified Plan of Liquidation dated August 14, 2024.
JTRE 14 Vesey LLC owns, in fee simple, the real property at located
at 14 Vesey Street, New York, New York 10007 (the "Property").
The Debtor filed this chapter 11 case to right the ship, to permit
it to level set and restructure and/or satisfy its debt
obligations. In connection with such, the Debtor anticipates
selling the Premises. The Debtor believes that one of the best ways
to maximize creditor recovery, and preserve equity value to its
members, is to pursue a robust marketing and sale process conducted
by reputable real estate professionals.
All of the potential classes of claims against the Debtor and
equity interests in the Debtor are set forth in the Plan. Absent
further order of the Court entered prior to the Effective Date,
Allowed Claims shall exclude any amounts based on penalties and no
distributions under the Plan shall be made on account of such
excluded amounts. Allowed Claims shall not be entitled to
postpetition interest on account of such Claims.
Class 4 consists of Lender's Claim. The Lender's Claim shall be
deemed Allowed in full, provided, however, that subject to the Term
Sheet and solely for the purposes of distribution of Sale Proceeds,
the Lender's Claim shall be capped at $24,100,000.00 and subject to
the Distribution Waterfall. The Class 4 Claim is impaired. As such,
Lender is entitled to vote to accept or reject the Plan.
Lender will receive payment on the Lender's Claim as follows (the
"Distribution Waterfall"):
* The first $21,500,000.00 of Net Sale Proceeds received in
any Sale Transaction shall be paid to the Lender on account of
Lender's Claims.
* Any Excess Sale Proceeds shall be divided as follows (the
"Sharing Percentage"): 55% of such Excess Sale Proceeds shall be
paid to Lender on account of Lender's Claims and 45% of the Excess
Sale Proceeds (the "Estate Excess Sale Proceeds Portion") shall be
paid to the Debtor's Estate until the Lender has been paid
$24,100,000.00 in the aggregate.
* Once the Lender has received $24,100,000.00 of Net Sale
Proceeds, all remaining Sale Proceeds will be paid to the Debtor's
Estate.
For the avoidance of any doubt, (i) should there be no Excess Sale
Proceeds, the Terzi RE Escrow shall be released to and paid to the
Lender, and (ii) should there be Excess Proceeds, the Terzi RE
Escrow shall be released and returned to Terzi.
Like in the prior iteration of the Plan, Holders of Allowed General
Unsecured Class 5 Claims will receive their pro rata share of any
Plan Funds available after full payment of Administrative Claims,
Fee Claims, Class 1, Class 2, Class 3, Class 4, and administrative
costs.
All Allowed Existing Equity Interests shall be cancelled and
Holders of such Interest will receive any remaining funds from the
Debtor after all senior classes of are paid in full. Class 6
Interests are impaired and deemed to reject the Plan.
The Plan will be funded from the Sale Transaction. The Plan Fund
will be substantially funded by the Excess Sale Proceeds, subject
entirely to the Sharing Percentage and the Distribution Waterfall,
from a Sale Transaction of the Debtor's Mortgaged Property.
Net Cash Proceeds of the Sale of the Vesey Property shall be
distributed as follows (the "Distribution Waterfall"):
* The first $21,500,000.00 of Net Cash Proceeds received in
any Sale shall be paid to the Lender on account of Lender's
Claims.
* Net Cash Proceeds in excess of $21,500,000.00 received in
any Sale ("Excess Sale Proceeds") shall be divided as follows (the
"Sharing Percentage"): 55% of such Excess Sale Proceeds shall be
paid to Lender and 45% of the Excess Sale Proceeds shall be paid to
the Debtors' estates until the Lender has been paid $24,100,000.00
in the aggregate. For the avoidance of any doubt, once Lender
receives $21,500,000 in Net Cash Proceeds from the Sale, the
$65,000 escrow shall be released to Terzi.
* Once the Lender has received $24,100,000.00 of Net Cash
Proceeds, all remaining Net Cash Proceeds will be paid to JTRE 14
Vesey for the benefit of its estate, and, subject to the terms of
this Term Sheet, the Lender's Claims against the Debtors will be
deemed released and shall be expunged.
* "Net Cash Proceeds" means with respect to any sale or
disposition by any Debtor of assets, the amount of cash proceeds
received (directly or indirectly) from time to time (whether as
initial consideration or through the payment of deferred
consideration, which, for the avoidance of doubt, Lender is not
through this Term Sheet consenting to any deferred compensation as
part of any Sale or any non-cash consideration) after deducting
therefrom only (i) reasonable fees, commissions, and expenses
related thereto and required to be paid by such Debtor in
connection with such sale or disposition, and (ii) taxes paid or
payable to any taxing authorities (including but not limited to
real estate taxes) by such Debtor in connection with such sale or
disposition, in each case to the extent, but only to the extent,
that the amounts so deducted are, promptly after the time of
receipt of such cash, actually paid to a person that is not an
affiliate of any Debtor and are properly attributable to such
transaction.
A full-text copy of the Disclosure Statement dated August 14, 2024
is available at https://urlcurt.com/u?l=FdA7bH from
PacerMonitor.com at no charge.
The Debtor's Counsel:
Eric Horn, Esq.
A.Y. Strauss LLC
290 West Mount Pleasant Avenue, Suite 3260
Livingston, NJ 07039
Tel: 973-287-5006
About JTRE 14 Vesey LLC
JTRE 14 Vesey LLC owns, in fee simple, the real property at located
at 14 Vesey Street, New York, New York 10007 (the "Property").
The Debtor filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. D.N.J. Case No. 24-12087) on Feb.
28, 2024, listing $10 million to $50 million in both assets and
liabilities. Eric Horn, Esq. at A.Y. Strauss LLC represents the
Debtor as counsel.
KAKE TRIBAL: Tagaban, et al. Lose Bid to Reopen Bankruptcy Case
---------------------------------------------------------------
Judge Sharon L. Gleason of the United States District Court for the
District of Alaska affirmed the United States Bankruptcy Court for
the District of Alaska's order denying the Tagaban Appellants'
motion to reopen the Chapter 11 case of Kake Tribal Corporation.
The Tagaban Appellants' appeal is dismissed, and the motion for
stay pending appeal is denied as moot.
Former class representative of the Hanson Class, Clifford W.
Tagaban, and former class counsel of the same, Fred W. Triem,
appeal the Bankruptcy Court's Memorandum and Order re Reopening
Case and Determining the Rule of Law. The appellate case is
captioned as CLIFFORD W. TAGABAN and FRED W. TRIEM, Appellants, v.
KAKE TRIBAL CORPORATION, a corporation; PAUL FAY, as class
representative of the HANSON CLASS, Appellees, Case No.
1:24-cv-00012-SLG (D. Ala.).
The Tagaban Appellants requested oral argument; however, because
the facts and issues on appeal are adequately presented in the
briefs and record, oral argument was unnecessary to the Court's
determination.
During the 1980s, KTC made payments to some, but not all, of its
shareholders. Some of the shareholders that did not receive
payments from KTC filed a class action lawsuit in Alaska state
court as the "Hanson Class." Messrs. Tagaban and Triem served as
the class representative and class counsel, respectively. The state
courts eventually ruled in favor of the Hanson Class and awarded a
sizeable judgment against KTC.
Confronted with the judgment against it, KTC filed a Chapter 11
petition in Bankruptcy Court in 1999. Messrs. Tagaban and Triem
filed proofs of claim in the bankruptcy case and KTC filed a plan
of reorganization. On February 19, 2002, the Bankruptcy Court
confirmed the Fourth Amended Plan of Reorganization. The Plan
required KTC to make an initial payment of $200,000 and certain
specified future payments to the Hanson Class. The Plan also
authorized the Hanson Class Representative to "negotiate with the
Debtor" after the Plan was confirmed by the Bankruptcy Court, and
further granted authority to the Hanson Class Representative to
"release or subordinate any lien or security for the Claims of the
Hanson Class."
On January 12, 2004, the Bankruptcy Court issued a final decree and
closed the bankruptcy case.
In 2015, members of the Hanson Class moved in Alaska state court to
replace Messrs. Tagaban and Triem in their roles as class
representative and counsel. Members of the Hanson Class alleged
that the overwhelming majority of the class wanted to release the
lien against KTC, which would allow KTC to pursue new business
opportunities. According to the Hanson Class members, Messrs.
Tagaban and Triem no longer "represented the best interests of the
Hanson Class" because they refused to consider releasing the lien
against KTC, despite the class as a whole favoring release.
Nearly three years later, in November 2019, Paul Fay and Michael P.
Heiser, the new class representative and counsel for the Hanson
Class, respectively, moved in the Alaska Superior Court "to approve
of a Hanson Class vote to waive and forgive the remaining debt
owed" by KTC. Mr. Triem opposed the motion, alleging that the
Alaska state courts lacked jurisdiction because, according to him,
the Bankruptcy Court had retained exclusive jurisdiction. The
Superior Court rejected Mr. Triem's argument, noting that while the
Bankruptcy Court retained jurisdiction when it confirmed the Plan,
that court did not state then that the Bankruptcy Court was
retaining exclusive jurisdiction.
Mr. Triem appealed the Superior Court's decision to the Alaska
Supreme Court and alleged the Superior Court had erred by removing
himself and Mr. Tagaban as class counsel and representative and by
"approving the Hanson Class vote to waive or forgive the remaining
debt owed by [KTC]." In July 2022, the Alaska Supreme Court upheld
the Superior Court's jurisdiction to grant relief, and explained
that the Hanson Class's "decision to release KTC from the debt
incurred by the state court judgment "may be best considered as a
settlement agreement."
Next, the Tagaban Appellants sought relief in the Bankruptcy Court.
In January 2023, they asked the Bankruptcy Court to reopen the
Chapter 11 case, asserting that the Bankruptcy Court had retained
exclusive jurisdiction, and therefore the Alaska state courts did
not have jurisdiction to replace Messrs. Tagaban and Triem as class
representative and counsel, nor to approve the Hanson Class's
motion to forgive KTC's remaining debt, such that those state court
orders should be "void ab initio." The Bankruptcy Court observed
that disputes about replacing a class representative and counsel,
as well as the decision to forgive the underlying debt, were
matters of state law and did not require application of the
Bankruptcy Code or even interpretation of the Plan. The Bankruptcy
Court held that, to the extent it had jurisdiction at all, it
shared concurrent jurisdiction with the state courts. And the
Bankruptcy Court also concluded that, "even if the bankruptcy court
retained exclusive jurisdiction, this Court arrives at the same
conclusions as the Alaska state court decisions that the Creditors
challenge."
KTC and the Hanson Class ask the District Court to affirm the
Bankruptcy Court's order that the Bankruptcy Court did not have
exclusive jurisdiction regarding the Hanson Class's desire to
replace Messrs. Tagaban and Triem as well as the decision to
forgive KTC's debt and thus the state court orders are valid and
binding on the parties. The Tagaban Appellants urge the Court to
find that the Bankruptcy Court did have exclusive jurisdiction and
therefore, that court should have reopened the underlying
bankruptcy case and recognized the Alaska state
court orders as void.
According to the District Court, the decisions to remove Messrs.
Tagaban and Triem as class representative and counsel as well as to
forgive the KTC debt, each made years after the Plan's
confirmation, are not core bankruptcy proceedings and are therefore
not subject to exclusive federal jurisdiction. The District Court
notes the Tagaban Appellants do not cite a substantive right
provided by the Bankruptcy Code; nor do they explain why changing
the class representative/counsel and forgiving the debt "could
arise only in the context of a bankruptcy case." Instead, they
assert that the Bankruptcy Court had exclusive jurisdiction because
the Plan and the Order that confirmed the plan indicate the
Bankruptcy Court would "retain jurisdiction."
Judge Gleason says, "Because these actions were not core bankruptcy
proceedings, there was not exclusive federal jurisdiction; to the
extent there was federal jurisdiction, it was concurrent with the
Alaska state court jurisdiction. As such, the Bankruptcy Court did
not abuse its discretion in declining to reopen the Chapter 11
case, because the state courts' orders are binding on the
parties."
Judge Gleason concludes, "Because the Bankruptcy Court could not
provide any relief to the Tagaban Appellants in light of the
binding state court orders, the Bankruptcy Court properly denied
the motion to reopen the Chapter 11 case."
A copy of the Court's decision is available at
https://urlcurt.com/u?l=YQz027
Kake Tribal Corporation filed a Chapter 11 petition in the United
States Bankruptcy Court for the District of Alaska in 1999. On
February 19, 2002, the Bankruptcy Court confirmed the Debtor's
Fourth Amended Plan of Reorganization. On January 12, 2004, the
Bankruptcy Court issued a final decree and closed the bankruptcy
case.
KASAI HOLDINGS : Starts Subchapter V Bankruptcy Case
----------------------------------------------------
Kasai Holdings Three LLC filed Chapter 11 protection in the
District of Arizona. According to court documents, the Debtor
reports between $ million and $10 million in debt owed to 1 and 49
creditors. The petition states that funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Sept. 24, 2024 at 9:45 a.m. in Room Telephonically.
About Kasai Holdings Three
Kasai Holdings Three LLC owns and operates a restaurant.
Kasai Holdings Three LLC sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No.
24-06967) on August 22, 2024. In the petition filed by Michael F.
Russel, as Manager through Dinnertainment LLC, the Debtor reports
estimated assets up to $50,000 and estimated liabilities between $1
million and $10 million.
The Honorable Bankruptcy Judge Brenda K. Martin oversees the case.
The Debtor is represented by:
Chris D. Barski, Esq.
BARSKI LAW FIRM PLC
9332 N 95th Way Suite 109
Scottsdale, AZ 85258
Tel: (602) 441-4700
Fax: (602) 680-4305
Email: cbarski@barskilaw.com
KIDWELL GROUP: Amends Plan to Include Truist Class 9 Collateral
---------------------------------------------------------------
The Kidwell Group, LLC, d/b/a Air Quality Assessors of Florida,
submitted an Amended Subchapter V Plan of Reorganization dated
August 13, 2024.
The Debtor filed the instant case to preserve the going concern
value of its business operations, to restructure its debt
obligations, and ultimately allow for a successful reorganization
for all stakeholders.
Class 9 consists of the Allowed Secured Claim of Truist. The Class
9 Claim is secured by a first priority lien on the collateral
described in Proof of Claim No. 23 (the "Class 9 Collateral"). In
full satisfaction of its Allowed Class 9 Claim, Truist shall retain
its lien against and interests in the Class 9 Collateral and on the
Effective Date shall receive monthly principal and interest
payments consistent with the terms and conditions of the loan
arrangement between the Debtor and Truist and the documents
evidencing the Class 9 Claim (the "Class 9 Loan Documents").
The Class 9 Loan Documents shall remain in full force and effect.
Upon payment of the Class 9 Claim in full, the Allowed Class 9
Claim shall be fully satisfied, and any associated liens and UCC-1
filings (if any) shall be released, withdrawn or terminated. Class
9 is Unimpaired.
Class 15 consists of all Allowed General Unsecured Claims against
the Debtor. In full satisfaction of the Allowed Class 14 General
Unsecured Claims, Holders of Class 15 Claims shall receive a pro
rata share of Debtor's projected Disposable Income for 3 years
following the Petition Date. The distributions will occur
quarterly, with the first distribution occurring three months after
the Effective Date. The Debtor will disburse the distributions
directly.
In addition to the distributions outlined herein, Class 15
Claimholders shall also receive a pro rata share of the net
proceeds recovered from all Causes of Action after payment of
professional fees and costs associated with such collection
efforts, and after Administrative Claims, Allowed Secured Claims of
Truist where such Causes of Action account for its specified
collateral, and Priority Claims are paid in full. The maximum
Distribution to Class 15 Claimholders shall be equal to the total
amount of all Allowed Class 15 General Unsecured Claims. Class 15
is Impaired.
Class 16 consists of all equity interests in the Debtor. Class 16
Interest Holders shall retain their respective Interests in the
same proportions such Interests were held as of the Petition Date
(i.e., 100.00% Interest retained by Mr. Kidwell). Class 16 is
Unimpaired.
The Plan contemplates the Debtor will continue to manage and
operate its business in the ordinary course, but with restructured
debt obligations. It is anticipated the Debtor's postconfirmation
business will mainly involve continued operation of its business,
the income from which will be committed to make the Plan Payments
to the extent necessary. Additionally, the Debtor will continue to
aggressively seek the recovery of its Accounts Receivables.
Funds generated from the Debtor's operations through the Effective
Date will be used for Plan Payments; however, the Debtor's cash on
hand as of Confirmation will be available for payment of
Administrative Expenses.
A full-text copy of the Amended Subchapter V Plan dated August 13,
2024 is available at https://urlcurt.com/u?l=BVD2AD from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Justin M. Luna, Esq.
Benjamin R. Taylor, Esq.
LATHAM, LUNA, EDEN & BEAUDINE, LLP
201 S. Orange Ave., Suite 1400
Orlando, Florida 32801
Telephone: 407-481-5800
Facsimile: 407-481-5801
About The Kidwell Group
The Kidwell Group, LLC provides residential and commercial indoor
air quality testing and forensic engineering inspectionsto
customers all over Florida.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02024) on April 25,
2024. In the petition signed by Richard L. Kidwell, manager, the
Debtor disclosed up to $50 million in assets and up to $1 million
in liabilities.
Judge Lori V. Vaughan oversees the case.
The Debtor tapped Justin M. Luna, Esq., at Latham Luna Eden &
Beaudine LLP as bankruptcy counsel and Laurence Moskowitz, Esq., at
Larry Moskowitz, PA as special litigation counsel.
LEARNINGSEL LLC: Sec. 341(a) Meeting Slated for Sept. 24
--------------------------------------------------------
On August 23, 2024, LearningSEL LLC filed Chapter 11 protection in
the District of Arizona. According to court documents, the Debtor
reports $1,543,051 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 24, 2024 at 10:30 a.m. in Room Telephonically.
About LearningSEL LLC
LearningSEL LLC is a provider of Social and emotional learning
training and professional development services.
LearningSEL LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 24-07015) on August 23,
2024. In the petition filed by Anna-Lisa Mackey, as manager, the
Debtor reports total assets of $703 and total liabilities of
$1,543,051.
The Honorable Bankruptcy Judge Paul Sala oversees the case.
The Debtor is represented by:
D. Lamar Hawkins, Esq.
GUIDANT LAW, PLC
402 E. Southern Ave
Tempe, AZ 85282
Tel: 602-888-9229
Email: lamar@guidant.law
LEE INVESTMENT: Case Summary & Seven Unsecured Creditors
--------------------------------------------------------
Debtor: Lee Investment Consultants, LLC
5296 Old US Hwy 278 East
Gadsden, AL 35903
Chapter 11 Petition Date: September 11, 2024
Court: United States Bankruptcy Court
Northern District of Alabama
Case No.: 24-41078
Judge: Hon. James J Robinson
Debtor's Counsel: Stacy Upton, Esq.
THE LAW OFFICES OF HARRY P. LONG, LLC
914 Noble Street Suite 1A
Anniston AL 36201
Tel: 256-237-3266
Email: Stacy@uptonlawllc.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Scott Lee as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's seven unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/UGMXMSQ/Lee_Investment_Consultants_LLC__alnbke-24-41078__0001.0.pdf?mcid=tGE4TAMA
LEFEVER MATTSON: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: LeFever Mattson
6359 Auburn Blvd., Suite B
Citrus Heights, CA 95621
Business Description: LeFever Mattson, a California corporation,
manages a large real estate portfolio.
Timothy LeFever and Kenneth W. Mattson each
own 50% of the equity in LeFever Mattson.
LeFever Mattson manages a portfolio of more
than 200 properties, comprised of
commercial, residential, office, and mixed-
use real estate, as well as vacant land,
located throughout Northern California,
primarily in Sonoma, Sacramento, and Solano
Counties. The Debtors generate income from
the Properties through rents and use the
proceeds to fund their operations.
Chapter 11 Petition Date: September 12, 2024
Court: United States Bankruptcy Court
Northern District of California
Fifty-nine affiliates that concurrently filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
LeFever Mattson (Lead Case) 24-10545
Apan Partners LLC 24-10487
Autumn Wood I, LP 24-10488
Bay Tree, LP 24-10489
Beach Pine, LP 24-10490
Bishop Pine, LP 24-10491
Black Walnut, LP 24-10492
Buck Avenue Apartments, LP 24-10493
Buckeye Tree, LP 24-10494
Bur Oak, LP 24-10495
Butcher Road Partners, LLC 24-10496
Cambria Pine, LP 24-10497
Chestnut Oak, LP 24-10498
Country Oaks I, LP 24-10499
Divi Divi Tree, L.P. 24-10500
Douglas Fir Investments, LP 24-10501
Firetree I, LP 24-10502
Firetree II, LP 24-10503
Firetree III, LP 24-10504
Foxtail Pine, LP 24-10505
Ginko Tree, LP 24-10506
Golden Tree, LP 24-10507
Hagar Properties, LP 24-10508
Heacock Park Apartments, LP 24-10509
LeFever Mattson I, LLC 24-10510
Live Oak Investments, LP 24-10511
Monterey Pine, LP 24-10512
Napa Elm, LP 24-10513
Nut Pine, LP 24-10514
Pinecone, LP 24-10515
Redbud Tree, LP 24-10516
Red Cedar Tree, LP 24-10517
Red Mulberry Tree, LP 24-10518
Red Oak, LP 24-10519
Red Oak Tree, LP 24-10520
Red Spruce Tree, LP 24-10521
River Birch, LP 24-10522
River Tree Partners, LP 24-10523
River View Shopping Center 1, LLC 24-10524
River View Shopping Center 2, LLC 24-10525
RT Capitol Mall, LP 24-10526
RT Golden Hills, LP 24-10527
Scotch Pine, LP 24-10528
Sequoia Investment Properties, LP 24-10529
Sienna Pointe, LLC 24-10530
Spruce Pine, LP 24-10532
Tradewinds Apartments, LP 24-10533
Vaca Villa Apartments, LP 24-10534
Valley Oak Investments, LP 24-10535
Watertree I, LP 24-10536
Willow Oak, LP 24-10537
Windscape Apartments I, LP 24-10538
Windscape Apartments II, LP 24-10539
Windscape Holdings, LLC 24-10540
Windtree, LP 24-10541
Yellow Poplar, LP 24-10542
California Investment Properties 24-10543
Home Tax Service of America, Inc. 24-10544
Windscape Apartments, LLC 24-10417
Judge: Hon. Charles Novack
Debtors' Counsel: Tobias S. Keller, Esq.
David A. Taylor, Esq.
Thomas B. Rupp, Esq.
KELLER BENVENUTTI KIM LLP
425 Market Street, 26th Floor
San Francisco, California 94105
Tel: (415) 496-6723
Fax: (650) 636-9251
Email: tkeller@kbkllp.com
dtaylor@kbkllp.com
trupp@kbkllp.com
Debtors'
Claims &
Noticing
Agent: KURTZMAN CARSON CONSULTANTS, LLC
d/b/a VERITA GLOBAL
Estimated Assets: $100 million to $500 million
Estimated Liabilities: $10 million to $50 million
The petitions were signed by Timothy LeFever as chief executive
officer.
Full-text copies of five of the Debtors' petitions are available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/U2EDM5I/LeFever_Mattson_a_California_corporation__canbke-24-10545__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/GUNPXSI/Apan_Partners_LLC__canbke-24-10487__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/JKJEAUA/Windscape_Apartments_II_LP__canbke-24-10539__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/JVQ6OIA/Bay_Tree_LP__canbke-24-10489__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/JVQ6OIA/Bay_Tree_LP__canbke-24-10489__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Monley Hamlin Construction Trade $711,760
4600 Fermi Pl.
Davis, CA 95618
Tel: (530) 662-1140
2. McGowan Trustee of the Lorraine Unsecured $600,000
Margaret Orlich Trust date 9/26/03 Note Payable
10 Royale Avenue, Unit #22
Lakeport, CA 95453
Phone: (650) 823-0634
Email: mcgowrun@aol.com
3. Sherman Family Living Trust Unsecured $585,000
dated 3/13/00 Note Payable
8501 Bishop Creek Circle
Roseville, CA 95661
Phone: (916) 759-6892
Email: rgsherman@comcast.net
4. Quinonez Cleaning Service Trade $69,730
19120 Linden St
Sonoma, CA 95476
Tel: (707) 373-4667
5. Pacific Gas & Electric Utilities $49,360
P.O. Box 997300
Sacramento, CA 95899-7300
Tel: (800) 468-4743
6. Fort Washington Fitness - Tenant $44,519
Thrive Business Development Inc. Security
9471 N Fort Washington Deposit
Fresno, CA 93730
Tel: (559) 977-6767
Email: choosethrive@gmail.com
7. SunPoint Public Adjusters, Inc. Trade $42,335
1550 Parkside Dr. Ste 350
Walnut Creek, CA 94596
8. Citadel Environmental Trade $42,324
Services, Inc.
File 2516
1801 W. Olympic Blvd.
Pasadena, CA 91199-2516
Tel: (530) 592-7755
9. Delfino Escamilla Portillo Trade $21,728
547 Cypress Ave
Vallejo, CA 94590
Tel: (707) 641-3739
10. Aakar Development, LLC Tenant $20,739
2151 Salvio Street, L Security
Concord, CA 94520 Deposit
Tel: (925) 698-9820
Email: pritpal.bhatia@gmail.com
11. Eva's Esthetics, Inc. Tenant $18,000
2280 Bates Ave, 104-108 Security
Concord, CA 94520 Deposit
Phone: (510) 701-7468
Email: laurie@tuelberodin.com
12. WeCare Services for Children Tenant $13,971
2151 Salvio Street, 301 Security
Concord, CA 94520 Deposit
Tel: (510) 499-8486
Email: mpribilovics@wecarechildren.org
13. Aung Burma, LLC Tenant $13,500
2151 Salvio Street, E Security
Concord, CA 94520 Deposit
Tel: (415) 672-7040
Email: benicia@aungmaylika.com
14. DOB Wine Company LLC Tenant $10,500
21885 8th St E, 21889 Security
Sonoma, CA 95476 Deposit
Email: dan@faucet.wine
15. Sakanaya Japanese Tenant $10,010
Restaurant (Jang) Security
9447 N Fort Washington, 116 Deposit
Fresno, CA 93730
16. Bold, Polisner, Maddow, Tenant $9,240
Nelson & Judson Security
520 Capitol Mall, 150 Deposit
Sacramento, CA 95814
17. West Coast Salon Suites, LLC Tenant $9,052
9447 N Fort Washington, 102 Security
Fresno, CA 93730 Deposit
Email: katrina_rasmussen@outlook.com
18. El Artesano Tenant $8,500
2151 Salvio Street, I Security
Concord, CA 94520 Deposit
Tel: (925) 984-1114
Email: william_leyva@yahoo.com
19. Tom DeWitt; Pauline DeWitt Tenant $8,155
801 W. Napa St. 801 Security
Sonoma, CA 94576 Deposit
Tel: (559) 977-5716
Email: tdewittfamily@gmail.com
20. Zhong Liang Kwan, Karie Xiu Yu Tenant $8,000
2151 Salvio Street, H Security
Concord, CA 94520 Deposit
Tel: (530) 320-1161
Email: karie.yu@yahoo.com
21. Everk Hospitality Group, Inc. Tenant $7,953
9433 N Fort Washington, 107 Security
Fresno, CA 93730 Deposit
Tel: (559) 37-9630
Email: lewisverk@gmail.com
22. The Vyxn (Everk Hospitality, Tenant $7,937
Lewis Everk) Security
9455 N Fort Washington, 101 Deposit
Fresno, CA 93730
Tel: (559) 307-9630
Email: lewisverk@gmail.com
23. Edward Jones & Co., LP Tenant $7,633
645-651 Broadway/10 Security
Maple St, 302 Deposit
Sonoma, CA 94576
Email: edjleaseadmin@cushwake.com
24. DoorDash Essentials, LLC Tenant $7,500
941 - 1017 Alamo Dr., 983 Security
Vacaville, CA 95687 Deposit
Email: lease-accounting@doordash.com
25. Lana Arons, Plaintiff Litigation Unliquidated
Attn: Robert Chandler, Esq.
Chandler Law Firm
3800 Orange Street, Suite 270
Riverside, CA 92501
Tel: (951) 276-3022
26. Plaintiffs in Claridge et al. Litigation Unliquidated
litigation
c/o Richard M. Heimann
Lieff Cabraser Heimann & Bernstein, LLP
275 Battery Street, 29th Floor
San Francisco, CA 94111
Email: rheimann@lchb.com
27. Charlene Hultman, Plaintiff Litigation Unliquidated
Attn: Briant T. Hafter &
Scott Raber Rimon, P.C.
423 Washington Street, Suite 600
San Francisco, CA 94111
Tel: (415) 810-8403
28. Tamara D. Migliozzi, Plaintiff Litigation Unliquidated
c/o Cory B. Chartrand, Esq.
Fores Macko Johnston & Chartrand
1600 "G" Street, Suite 103
Modesto, CA 95354
Tel: (209) 527-9899
29. Plaintiff in Tubley et al. Litigation Unliquidated
litigation
c/o Richard J. Idell, Esq.
Dickenson, Peatman & Fogarty, P.C.
1500 First Street, Suite 200
Napa, CA 94559
Tel: (707) 261-7000
Email: ridll@dpf-law.com
osandel@dpf-law.com
eneigher@dpf-law.com
30. Plaintiffs in Wondra et al Litigation Unliquidated
Litigation
c/o Laura E. Ferret, Esq.
BPE Law Group, P.C.
2339 Gold Meadow Way
Gold River, CA 95670
Tel: (916) 966-2260
Email: leferret@bpelaw.com
segray@bpelaw.com
LIFOD HOME: No Patient Care Complaints, 5th PCO Report Says
-----------------------------------------------------------
Joseph Tomaino, the duly appointed patient care ombudsman, filed
with the U.S. Bankruptcy Court for the District of Massachusetts
his fifth report regarding the quality of patient care provided by
Lifod Home Health Care, LLC's home health care facility.
The PCO cited that the company was interviewed several times and as
recently as the date of the filing of the report. Lifod reported
that it is still in negotiations with the attorney general to
resume clinical operations.
The PCO received no complaints regarding the company during the
period from June 12 to Aug. 11.
Based on the low-level risk determination, the PCO will interview a
clinical staff person involved with care to ensure that supplies
are available, and supervision and support are being provided now
that operations have resumed.
A copy of the PCO report is available for free at
https://urlcurt.com/u?l=bvCfi5 from PacerMonitor.com.
The ombudsman may be reached at:
Joseph J. Tomaino
Grassi Healthcare Advisors LLC
750 Third Ave
New York, NY 10017
(212) 223-5020
Email: jtomaino@grassihealthcareadvisors.com
About Lifod Home
Lifod Home Health Care, LLC, a provider of home health care
services, filed Chapter 11 petition (Bankr. D. Mass. Case No.
23-40476) on June 13, 2023, with $100,001 to $500,000 in assets.
Judge Elizabeth D. Katz oversees the case.
S. James Boumil, Esq., at Boumil Law Offices represents the Debtor
as bankruptcy counsel.
Joseph J. Tomaino is the patient care ombudsman appointed in the
Debtor's case. The ombudsman is represented by the law firm of
Rimon P.C.
LINCOLN HIGHWAY: Case Summary & Two Unsecured Creditors
-------------------------------------------------------
Debtor: Lincoln Highway RG Associates, LLC
161 Route 27
Edison, NJ 08820
Business Description: The Debtor is primarily engaged in renting
and leasing real estate properties.
Chapter 11 Petition Date: September 12, 2024
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 24-19036
Debtor's Counsel: Carol L. Knowlton, Esq.
GORSKI & KNOWLTON PC
311 Whitehorse Ave
Suite A
Hamilton, NJ 08610
Tel: 609-964-4000
Fax: 609-528-0721
Email: cknowlton@gorskiknowlton.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ricardo Romero as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/ZGWADDY/Lincoln_Highway_RG_Associates__njbke-24-19036__0001.0.pdf?mcid=tGE4TAMA
LTL MANAGEMENT: Agrees to New $9.2-B Settlement in Talc Suits
-------------------------------------------------------------
Legal-Bay LLC, the premier Pre Settlement Funding Company, reports
that Johnson & Johnson has just added $1.2 BB to their previously
agreed upon settlement. The pharmaceutical giant has been under
fire for their talc-based baby powder which thousands of plaintiffs
allege is directly responsible for their mesothelioma or ovarian
cancer. J&J has been the target of legal filings for decades, but
it wasn't until recently that any major negotiations have been
reached. This past June, a bankruptcy filing previously allowed for
a $6.475 BB payout to the almost 60,000 plaintiffs. But now, J&J
has received additional votes to get them over the top of the
threshold needed to get this new $9.2 BB settlement approval.
Victims have waited a long time for major damages to be awarded but
due to size of the class will now only receive small amounts of
money for the serious medical issues they've been battling.
Legal-Bay expects average settlement values or settlement amounts
to be in the $50K to $150K range depending on individual factors,
and predicts that payouts may take two years to fully resolve. For
victims who need money now and would rather not wait, Legal-Bay can
assist.
Chris Janish, CEO of Legal Bay, says, "By upping the ante and
securing more votes, J&J and victims of ovarian cancer are closer
to seeing the light at the end of the tunnel. When all is said and
done, the talcum powder lawsuit will most likely be the largest
product liability mass tort settlement in history. However, there
is still a long way to go toward resolving and paying victims once
all court proceedings are concluded."
Legal-Bay has monitored this litigation from its inception and is
evaluating all cases on a case by case basis based on this breaking
news. To apply for a cash advance lawsuit loan from your
anticipated Johnson & Johnson talc baby powder lawsuit settlement,
please visit the company's website HERE or call 877.571.0405.
Several studies dating back to the 1970s concluded that talc
particles increase a woman's risk of ovarian cancer, and court
documents have revealed that J&J knew its talc contained asbestos
as early as the 1950s. However, despite the settlement, J&J
continues to stand by the safety of their product, and denies that
asbestos was ever an ingredient used in its manufacturing. They
have vehemently defended themselves against such claims, stating
confidently that they have prevailed in 95% of the ovarian cancer
lawsuits up until now. With this latest settlement development, the
New Jersey-based company hopes to close out their legal troubles
once and for all.
Legal-Bay is one of the few legal funding companies who are
providing some financial relief to talcum powder lawsuit plaintiffs
and their families with risk-free, non-recourse cash advance
settlement loans. They have been a leader in the mass tort arena
for over fifteen years and have vast experience within this space.
Mass tort litigations are complex, and Legal Bay has the knowledge
and understanding to help plaintiffs navigate the complicated
waters of the legal system.
If you're a plaintiff in an active Johnson & Johnson talcum powder
lawsuit and need an immediate cash advance from your anticipated
settlement, please visit the company's website HERE or call
877.571.0405 where agents are standing by to hear about your
specific case.
Legal-Bay is one of the best lawsuit loan companies when it comes
to mass tort litigations, and is currently the #1 talc funding
company in the industry. Legal-Bay assists plaintiffs in all types
of class action and mass tort lawsuits, including: Round Up, JUUL
e-cigarettes, 3M, Hernia Mesh, IVC Filters, Roundup, Essure,
Exactech hip and knee recall, and more.
Legal-Bay assists plaintiffs in all other types of lawsuits,
including personal injury, slips and falls, car, boat, or
construction accidents, medical malpractice, wrongful death, dog
bites, police brutality, sexual assault, sexual abuse, judgment or
verdict on appeal, commercial litigation, contract dispute, Qui-tam
or whistleblower cases, False Claims Act, patent litigation,
copyright infringement, and more.
Legal-Bay's loan for settlement funding programs are designed to
provide immediate cash in advance of a plaintiff's anticipated
monetary award. While it's common to refer to these legal funding
requests as settlement loans, loans for settlements, law suit
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fact, non-recourse. That means there's no risk when it comes to
loans in lawsuit settlements because there is no obligation to
repay the money if the recipient loses their case. Therefore, terms
like settlement loan, loans for lawsuit, loans on settlement, or
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advance.
Legal-Bay is known to many as the best lawsuit funding provider in
the industry for their helpful and knowledgeable staff, and one of
the best lawsuit loan companies overall for their low rates and
quick turnaround, sometimes within 24-48 hours once all documents
have been received.
About LLT Management
LLT Management, LLC (formerly known as LTL Management LLC), is a
subsidiary of Johnson & Johnson that was formed to manage and
defend thousands of talc-related claims and oversee the operations
of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue
streams, including royalty revenue streams based on third-party
sales of LACTAID, MYLANTA/MYLICON, and ROGAINE products.
LTL Management first filed a petition for Chapter 11 protection
(Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was
transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov.
16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time
of the filing, the Debtor was estimated to have $1 billion to $10
billion in both assets and liabilities.
The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as
bankruptcy counsel; King & Spalding, LLP, and Shook, Hardy & Bacon
LLP as special counsel; McCarter & English, LLP as litigation
consultant; Bates White, LLC as financial consultant; and
AlixPartners, LLP as restructuring advisor. Epiq Corporate
Restructuring, LLC served as the claims agent.
An official committee of talc claimants was formed in the Debtor's
Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee
for Regions 3 and 9 reconstituted the talc claimants' committee and
appointed two separate committees: (i) the official committee of
talc claimants I, which represents ovarian cancer claimants, and
(ii) the official committee of talc claimants II, which represents
mesothelioma claimants.
The official committee of talc claimants I tapped Genova Burns LLC,
Brown Rudnick LLP, Otterbourg PC, and Parkins Lee & Rubio LLP as
its legal counsel. Meanwhile, the official committee of talc
claimants II is represented by the law firms of Cooley LLP, Bailey
Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP,
and Sherman Silverstein Kohl Rose & Podolsky P.A.
Re-Filing of Chapter 11 Petition
On January 30, 2023, a panel of the Third Circuit issued an opinion
directing this Court to dismiss the 2021 Chapter 11 Case on the
basis that it was not filed in good faith. Although the Third
Circuit panel recognized that the Debtor "inherited massive
liabilities" and faced "thousands" of future claims, it concluded
that the Debtor was not in financial distress before the filing.
On March 22, 2023, the Third Circuit entered an order denying the
Debtor's petition for rehearing. The Third Circuit entered an order
denying LTL's stay motion on March 31, 2023, and, on the same day,
issued its mandate directing the Bankruptcy Court to dismiss the
2021 Chapter 11 Case.
The Bankruptcy Court entered an order dismissing the 2021 Case on
April 4, 2023.
Johnson & Johnson, on April 4, 2023, announced that its subsidiary
LTL Management LLC (LTL) had re-filed for voluntary Chapter 11
bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain
approval of a reorganization plan that will equitably and
efficiently resolve all claims arising from cosmetic talc
litigation against the Company and its affiliates in North
America.
In the new filing, J&J said it has agreed to contribute up to a
present value of $8.9 billion, payable over 25 years, to resolve
all the current and future talc claims, which is an increase of
$6.9 billion over the $2 billion previously committed in connection
with LTL's initial bankruptcy filing in October 2021. LTL also has
secured commitments from over 60,000 current claimants to support a
global resolution on these terms.
In August 2023, U.S. Bankruptcy Judge Michael Kaplan in Trenton,
New Jersey, ruled that the second bankruptcy case should be
dismissed.
3rd Try
In May 2024, J&J announced its subsidiary LLT Management LLC is
soliciting support for a consensual prepackaged bankruptcy plan to
resolve its talc-related liabilities. Under the terms of the plan,
a trust would be funded with over $5.4 billion in the first three
years and more than $8 billion over the course of 25 years, which
J&J calculates to have a net present value of $6.475 billion.
Claimants must cast their vote to accept or reject the Plan by 4:00
p.m. (Central Time) on July 26, 2024. A solicitation package may be
requested at www.OfficialTalcClaims.com or by calling
1-888-431-4056. If the Plan is accepted by at least 75% of voters,
a bankruptcy may be filed under the case name In re: Red River Talc
LLC in a bankruptcy court in Texas or in the bankruptcy court of
another jurisdiction. Epiq Corporate Restructuring, LLC is serving
as balloting and solicitation agent for LLT.
On May 22, 2024, five individuals, both individually and on behalf
of a proposed class, filed a class action complaint against, among
others, LLT, J&J, Holdco, and certain of their officers and
directors in the United States District Court for the District of
New Jersey, proceeding under case number 3:24-cv-06320. The tort
claimants are represented by: (a) Golomb Legal; (b) Levin,
Papantonio, Rafferty, Proctor, Buchanan, O’Brien, Barr, Mougey,
P.A.; (c) Bailey Glasser LLP; (d) Beasley, Allen, Crow, Methvin,
Portis & Miles P.C.; (e) Aschraft & Gerel, LLP; and (f) Burns
Charest LLP. The proposed class includes all persons who, as of
August 11, 2023, either had a pending lawsuit alleging an ovarian
cancer or mesothelioma personal injury claim caused by asbestos or
other constituents in J&J talcum powder products or had executed a
retainer agreement with a lawyer or law firm to pursue such a
claim. The complaint alleges 10 causes of action that generally
seek to avoid: the 2021 Corporate Restructuring; the termination of
the 2021 Funding Agreement; and the separation of J&J’s consumer
health division into Kenvue on the basis that these transactions
were actual fraudulent transfers.
LLT, J&J, Holdco, and the other defendants dispute the allegations
in the Class Action Complaint and believe it lacks merit.
In May 2024, J&J and LLT filed in In re Johnson & Johnson Talcum
Powder Products Mktg., Sales Practices and Products Litig., MDL No.
2738, Civil Action No. 16-2638 (FLW) (D.N.J. April 27, 2020), a
notice of their intent to issue a subpoena to Ellington Management
Group, who J&J and LLT believe may have financed Beasley Allen's,
or their co-counsel's, talc litigation. J&J and LLT have also filed
a notice to issue a subpoena to the Smith Law Firm PLLC. These
subpoenas seek documents relating to any litigation financing
arrangements.
Proposed Counsel to LLT:
Gregory M. Gordon, Esq.
Dan B. Prieto, Esq.
Amanda Rush, Esq.
JONES DAY
2727 N. Harwood Street
Dallas, TX 75201
Telephone: (214) 220-3939
Facsimile: (214) 969-5100
E-mail: gmgordon@jonesday.com
dbprieto@jonesday.com
asrush@jonesday.com
- and -
Brad B. Erens, Esq.
Caitlin K. Cahow, Esq.
JONES DAY
110 N. Wacker Drive, Suite 4800
Chicago, IL 60606
Telephone: (312) 782-3939
Facsimile: (312) 782-8585
E-mail: bberens@jonesday.com
ccahow@jonesday.com
Counsel for Johnson & Johnson
Jessica C. Lauria, Esq.
Gregory Starner, Esq.
WHITE & CASE LLP
1221 Avenue of the Americas
New York, NY 10020
Telephone: (212) 819-8200
Facsimile: (212) 354-8113
E-mail: jessica.lauria@whitecase.com
gstarner@whitecase.com
- and -
Matthew E. Linder, Esq.
Laura E. Baccash
WHITE & CASE LLP
111 S. Wacker Drive, Suite 5100
Chicago, IL 60606
Telephone: (312) 881-5400
Facsimile: (312) 881-5450
E-mail: mlinder@whitecase.com
laura.baccash@whitecase.com
- and -
Jim Murdica, Esq.
BARNES & THORNBURG LLP
2029 Century Park East, Suite 300
Los Angeles, CA 90067
E-mail: jmurdica@btlaw.com
The Members of the Talc Trust Advisory Committee:
Anne Andrews, Esq.
ANDREWS & THORNTON
4701 Von Karman Ave. Suite 300
Newport Beach, CA 92660
E-mail: aa@andrewsthornton.com
- and -
Adam Pulaski, Esq.
PULASKI KHERKHER, PLLC
2925 Richmond Avenue, Suite 1725
Houston, TX 77098
E-mail: adam@pulaskilawfirm.com
- and -
Mikal Watts, Esq.
WATTS LAW FIRM LLP
811 Barton Springs Road #725
Austin, TX 78704
E-mail: mikal@wattsllp.com
- and -
James Onder, Esq.
ONDERLAW, LLC
110 E. Lockwood Ave
St. Louis, MO 63119
E-mail: Onder@onderlaw.com
- and -
Majed Nachawati, Esq.
NACHAWATI LAW GROUP
5489 Blair Road
Dallas, TX 75231
E-mail: mn@ntrial.com
LUMIO HOLDINGS: Davis Polk Advises White Oak on Stalking Horse Bid
------------------------------------------------------------------
Davis Polk is advising White Oak Global Advisors, LLC (together
with its affiliates, "White Oak") as the largest prepetition
secured lender, debtor-in-possession (DIP) financing provider and
stalking horse bidder in connection with the chapter 11 cases of
Lumio Holding, Inc. and Lumio HX Inc (collectively, "Lumio"). On
September 3, 2024, Lumio filed voluntary chapter 11 petitions in
the United States Bankruptcy Court for the District of Delaware.
White Oak is providing $8 million in DIP financing to Lumio to
support operations in the ordinary course during the chapter 11
cases. The DIP financing was approved on an interim basis at
Lumio’s "first day" hearing on September 4, 2024, along with
other first day relief.
White Oak has also entered an approximately $100 million
stalking-horse credit bid to acquire substantially all of Lumio’s
assets. Lumio is seeking court approval for an expedited sale
process to elicit the highest or otherwise best bid for its
assets.
Lumio is a provider of personalized renewable energy servicing
customers across the United States. Lumio is the largest privately
held residential solar provider that is fully vertically integrated
with a full suite of photovoltaic solar system sales, installation
and operations.
White Oak is a leading global alternative asset manager that
manages approximately $9.7 billion of balance sheet assets. White
Oak is headquartered in San Francisco and specializes in
originating and providing financing solutions to facilitate the
growth, refinancing and recapitalization of small and medium
enterprises.
The Davis Polk restructuring team includes partner Darren S. Klein,
counsel Joanna McDonald and associates Stella Li and Mariya
Dekhtyar. The finance team includes partner Christian Fischer and
associates Alexander K.B. Shimamura and Linyang Wu. The M&A team
includes counsel Jacob S. Kleinman and associate Dylan Major.
Counsel Joseph S. Brown is providing executive compensation and
employee benefits advice. Partner Kara L. Mungovan and counsel
Leslie J. Altus are providing tax advice. All members of the Davis
Polk team are based in the New York office.
Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited
liability partnership, and its associated entities.
About Lumio
Lumio changed the residential solar industry by merging four
leading regional solar providers and a software company into a
powerful national brand in December 2020. Today, Lumio leads the
industry in customer experience, quality, and technological
innovation. The company's vision to make power personal diversifies
and decentralizes power production via good clean sun energy-making
electricity cheaper, cleaner, and more reliable for homeowners
across the country. Lumio's more than 1,000 team members are
dedicated to their stewardship with nature and crafting earth's
best home experience.
About White Oak Global Advisors
White Oak Global Advisors, LLC, a leading global alternative asset
manager that manages $9.7 billion of balance sheet assets. White
Oak is headquartered in San Francisco and specializes in
originating and providing financing solutions to facilitate the
growth, refinancing and recapitalization of small and medium
enterprises.
LUMIO HOLDINGS: U.S. Trustee Appoints Creditors' Committee
----------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Chapter 11 cases
of Lumio Holdings, Inc. and its affiliates.
The committee members are:
1. Consolidated Electrical Distributors dba Greentech
Renewables
Attn; John Wiora
595 Copeland Mill Rd, Suite 2B
Westerville, OH 43081
Phone: (614) 856-0685
Email: john.wiora@greentechrenewables.com
2. Podium Corporation, Inc.
Attn: Mariam Sattar
1650 W. Digital Dr.
Lehi, UT 84043
Phone: (310) 691-0320
Email: mariam@podium.com
3. Sales Rabbit, Inc.
Attn: Chris Heaton
2000 Ashton Blvd, Suite 450
Lehi, UT 84043
Phone: (801) 418-9009
Email: chris.heaton@salesrabbit.com
4. Skyline Solar
Attn: Peter Breihof
4 Crossroads Dr.
Hamilton, NJ 08691
Phone: (732) 655-9990
Email: pb@skylinesolar.net
5. Solar Mosaic
Attn: Julianne Spears
601 12th St., Suite 325
Oakland, CA 94607
Phone: (510) 343-9514
Email: julianne.spears@joinmosaic.com
6. Sunnova Energy Corporation
Attn: Eleanor Gilbane
20 Greenway Plaza, Suite 540
Houston, TX 77046
Phone: (281) 957-5220
Email: Eleanor.gilbane@sunnova.com
7. Workday, Inc.
Attn: Joel Smith
6110 Stoneridge Mall Road
Pleasanton, CA 94588
Phone: (801) 513-7895
Email: j.smith@workday.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 Lumio
Lumio Holdings, Inc. is a privately held residential solar provider
in Lehi, Utah, which is fully vertically integrated with a full
suite of photovoltaic solar system sales, installation and
operations.
Lumio Holdings and Lumio HX, Inc. filed Chapter 11 petitions
(Bankr. D. Del. Lead Case No. 24-11916) on Sept. 3, 2024. Jeffrey
T. Varsalone, chief restructuring officer, signed the petitions.
At the time of the filing, the Debtors reported $100 million to
$500 million in both assets and liabilities.
Judge J. Kate Stickles oversees the cases.
The Debtors tapped Morris, Nichols, Arsht & Tunnell, LLP, Houlihan
Lokey Capital, Inc. and C Street Advisory Group as legal counsel,
investment Banker and strategic communications advisor,
respectively. Stretto, Inc. is the claims and noticing agent and
administrative advisor.
LV OPPORTUNITY 6: Brian Shapiro Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Trustee for Region 17 appointed Brian Shapiro as
Subchapter V trustee for LV Opportunity Zone LLC, Series 6.
Mr. Shapiro will be paid an hourly fee of $625 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Shapiro declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Brian Shapiro
510 S. 8th Street
Las Vegas, NV 89101
Phone: (702) 386-8600
Email: brian@trusteeshapiro.com
About LV Opportunity Zone
LV Opportunity Zone LLC, Series 6 sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 24-14401)
on August 26, 2024, with $100,001 to $500,000 in assets and
$500,001 to $1 million in liabilities.
Judge August B. Landis presides over the case.
Andrew J. Van Ness, Esq., at Hunter Parker LLC represents the
Debtor as legal counsel.
MACADAMIA BEAUTY: Commences Subchapter V Bankruptcy Case
--------------------------------------------------------
Macadamia Beauty LLC filed Chapter 11 protection in the Eastern
District of Texas. According to court documents, the Debtor reports
between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states that funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Sept. 11, 2024 at 3:15 p.m. via Telephonic Dial-In Information at
https://www.txeb.uscourts.gov/341info.
About Macadamia Beauty LLC
Macadamia Beauty LLC -- https://www.macadamiahair.com -- is an
oil-based hair repair company based in Plano, Texas. Its unique
oil-infused hair repair products effectively address the most
common hair dissatisfactions among women: breakage, frizz, damage,
and dryness.
Macadamia Beauty LLC sought relief under Subchapter V of Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-41929) on
August 19, 2024. In the petition filed by Henry Stein, as CEO, the
Debtor reports estimated assets and liabilities between $1 million
and $10 million each.
The Debtor is represented by:
Frances A. Smith, Esq.
ROSS, SMITH & BINFORD, PC
700 N. Pearl Street 1610
Dallas TX 75201
Tel: (214) 593-4976
E-mail: frances.smith@rsbfirm.com
MADISON SAFETY: Moody's Assigns B2 CFR & Rates New Bank Loans B2
----------------------------------------------------------------
Moody's Ratings assigned a B2 corporate family rating and B2-PD
probability of default rating to Madison Safety & Flow LLC.
Concurrently, Moody's assigned a B2 rating to the planned senior
secured bank credit facilities consisting of a $980 million, 7-year
term loan B and a $200 million, 5-year revolving credit facility.
The outlook is stable.
Proceeds from the senior secured term loan will fund a distribution
to the parent company, refinance existing debt and fund transaction
costs. The revolver will be undrawn at transaction close.
"The assignment of the B2 CFR reflects Madison Safety's solid
market position as a provider of mission-critical safety products
and services for first responders and front-line professionals
balanced by its high financial leverage and its modest scale," said
Moody's Assistant Vice President, Safat Hannan.
The stable outlook reflects Moody's expectation that Madison Safety
will maintain its solid market position in its end markets
supported by its established brands, including Holmatro and Waterax
and its focus on continued product innovation and digitization.
Moody's also expect liquidity to remain good with recurring
positive annual free cash flow of at least $30 million.
RATINGS RATIONALE
The B2 CFR reflects Madison Safety's solid market position in the
water flow, rescue technology and safety reel end markets supported
by well established brands and modest scale. The company's
essential worker safety and first responder support products have
strong brand recognition and generate a stream of recurring revenue
through equipment replacement and single-use consumables. Madison
Safety continues to innovate with the recent release of new
products and a focus on digital services that should support margin
expansion.
The ratings are constrained by the company's modest revenue base
with revenue of around $500 million in 2023. The company has a
limited operating history at its current scale with three sizable
acquisitions in the last four years. Private ownership is a
governance concern, mainly because of the propensity to sustain
higher financial leverage and the risk of debt-funded shareholder
returns that could sustain, if not increase, financial leverage
over time. Moody's expect debt/EBITDA to be near 6.5x at the close
of the refinancing and incrementally improve towards 6.0x driven by
growth in the business and new product introductions.
Liquidity is good. Moody's expect the company to hold at least $25
million of cash on hand soon after transaction close with minimal
reliance on the revolver for working capital needs. Moody's also
expect annual free cash flow of at least $30 million.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be downgraded if liquidity weakens, particularly if
free cash flow is negative. The ratings could also be downgraded if
funds from operations plus interest to interest falls below 2.0x or
if debt/EBITDA is sustained above 6.5x. Additional dividends to the
parent other than for the company's share of the parent's
consolidated income taxes could also result in a downgrade.
Ratings could be upgraded if the company increases its scale while
maintaining EBITDA margins near 25%. Free cash flow to debt
sustained above 5.0%, funds from operations plus interest to
interest sustained above 3.0x and debt/EBITDA approaching 4.5x
could also lead to an upgrade.
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 $171 million and 100% of
trailing four quarter EBITDA, plus unlimited amounts subject to a
5.75 times first lien net leverage ratio. There is an inside
maturity sublimit up to the greater of $171 million and 100% of
trailing four quarter EBITDA.
A "blocker" provision restricts the transfer of material
intellectual property to unrestricted subsidiaries, with certain
exceptions. The credit agreement is expected to provide some
limitations on up-tiering transactions, requiring affected lender
consent for amendments that subordinate the rated debt and liens
unless such lenders can ratably participate in such priming debt.
Amounts up to 100% of unused capacity from the general restricted
payment basket and general restricted debt payment basket and
general investment basket may be reallocated to incur debt.
Headquartered in Oakbrook Terrace, IL, Madison Safety & Flow LLC
manufactures rescue tools, safety reels, firefighting equipment and
security seals for primarily fire and police departments globally.
The company is privately owned by Madison Industries. Revenue for
2023 was $493 million.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
MADISON SAFETY: S&P Assigns 'B' ICR, Outlook Stable
---------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to Madison
Safety & Flow Holdings IV LLC (Madison Safety) and its 'B'
issue-level rating and '3' recovery rating to its term loan. The
'3' recovery rating indicates its expectation for meaningful
(50%-70%; rounded estimate: 50%) recovery in the event of a
default.
The stable outlook reflects S&P's expectation that the company's
leverage will decline below 6.5x and remain at that level over the
next 12 months, inclusive of potential moderate debt-funded
acquisitions and modest discretionary dividend distributions.
Madison Safety, a manufacturer of safety and flow equipment, is
conducting a dividend recapitalization under which it will use the
proceeds from a proposed $980 million term loan--along with $33
million of balance sheet cash--to fund a $600 million distribution
to its parent, repay $397 million of existing debt, and pay about
$15 million of transaction fees and expenses.
Madison Safety benefits from its exposure to stable end markets, a
sizeable recurring revenue stream, and high switching costs for its
key product lines. The company serves several end markets that
exhibit stable demand and are benefiting from secular megatrends.
The demand in the fire and emergency medical services (EMS) end
market (45% of revenue for the 12 months ended June 30, 2024)
largely driven by municipal budget allocations to this key public
service, which S&P believes will continue to steadily rise. The
smart grid and sustainable energy (16%) and water and natural
resources (12%) end markets are supported by ongoing infrastructure
investment. Madison Safety derives 87% of its revenue from
recurring sources linked to the replacement demand from its large
installed base. Lastly, a large portion of the company's products
are used in lifesaving and personnel safety applications, with its
end-users requiring rigorous training on its equipment, which
results in high switching costs. Madison Safety's competitive
advantages are reflected in its profitability, with S&P Global
Ratings-adjusted EBITDA margins of about 29% in 2023, which are
well above those of many other manufacturers in the capital goods
sector.
S&P said, "However, our assessment of the business is tempered by
its small scale and limited diversification relative to its capital
goods peers. In 2023, Madison Safety generated revenue of $493
million, which reflects its relatively small scale compared with
its rated peers. In addition, we view the company's diversification
as limited in terms of its product scope and geographic exposure.
Although Madison Safety sells a variety of products, the scope of
its offerings is focused on the fragmented markets for rescue
tools, safety, security, and metering and its products are used in
highly targeted applications. The company's geographic exposure is
also somewhat more concentrated than that of its rated peers, with
North America representing about 74% of revenue in 2023. Madison
Safety's regional focus in several product lines entails greater
potential risk of market disruption from the entry of an
international player.
"Over the next 12 months, we expect modest deleveraging primarily
driven by earnings growth, with S&P Adj. debt-to-EBITDA declining
to the low-6x area (from about 6.5x at transaction close). We
expect Madison Safety will expand its organic revenue by the
mid-single-digit percent area over the next 12 months, supported by
increased volumes and continued price increases. We believe the
company's improving operating leverage on higher volumes will
support a modest increase in its S&P Global Ratings-adjusted EBITDA
margins to about 30%. Overall, we expect Madison Safety's S&P
Global Ratings-adjusted debt to EBITDA will decline to 6.4x as of
year-end 2024 and 6.0x as of year-end 2025 from about 6.5x as of
the close of the transaction. The company typically requires
relatively low annual working capital and capital expenditure
(capex) investment, and we expect it will generate solid FOCF of
over $50 million annually.
"Madison Safety is majority owned by Madison Industries, and our
expectation of financial policy could constrain upside to our
rating. Madison Industries is a privately held company that owns
and operates a portfolio of businesses, and we believe its
ownership of Madison Safety could lead to decision-making that
prioritizes equity holders over other stakeholders. Specifically,
we believe that Madison Safety could conduct periodic discretionary
dividend distributions to its parent to support return-of-capital
or potential re-allocation of capital across its portfolio of
businesses. Our base-case forecast assumes modest annual
discretionary distributions from Madison Safety to Madison
Industries, in addition to any distributions related to taxes.
Nevertheless, we believe Madison Safety's FOCF generation is
sufficient to support these capital return distributions along with
its required debt amortization obligations.
"The stable outlook on Madison Safety reflects our expectation that
the company's leverage will decline to below 6.5x and remain
thereat that level over the next 12 months, inclusive of potential
moderate debt-funded acquisitions and modest discretionary dividend
distributions.
"We could lower our ratings on Madison Safety if we expect its
credit metrics will deteriorate, for example, due to a large
debt-funded acquisition or dividend distribution, a pressured
operating performance stemming from a weak economic environment, or
strained cash flow." Specifically, S&P could lower its ratings if
S&P expects:
-- Leverage will increase to above 6.5x and remain at that level;
-- EBITDA-interest coverage will decline below 1.5x; or
-- FOCF will be consistently negative.
Although unlikely over the next 12 months, S&P could raise its
ratings on Madison Safety if it continues to demonstrate a solid
operating performance and margin profile while employing a
more-conservative financial policy such that:
-- Leverage declines below 5x and remains at that level;
-- EBITDA-interest coverage remains above 2x; and
-- FOCF to debt remains above 5%.
S&P said, "Management and governance factors are a moderately
negative consideration in our credit rating analysis of Madison
Safety because of its ownership by controlling owner Madison
Industries. We believe the corporate decision making of controlling
owners prioritizes their interests over those of other
stakeholders. Environmental and social factors have no material
influence on our credit rating analysis of Madison Safety."
MARINAS PROPERTIES: Case Summary & 13 Unsecured Creditors
---------------------------------------------------------
Debtor: Marianas Properties, LLC
DBA Pacific Star Resort & Spa
627B Pale San Vitores Road
Tumon, GU 96913
Business Description: Marianas Properties, LLC is part of the
traveler accommodation industry.
Chapter 11 Petition Date: September 12, 2024
Court: United States Bankruptcy Court
District of Guam
Case No.: 24-00013
Judge: Hon. Frances M Tydingco-Gatewood
Debtor's Counsel: Minakshi V. Hemlani, Esq.
LAW OFFICES OF MINAKSHI V. HEMLANI, P.C.
285 Farenholt Ave, Suite C-312
Tamuning, GU 96913
Tel: 671-588-2030
Email: mvhemlani@mvhlaw.net
- and -
Andrew C. Helman, Esq.
DENTONS BINGHAM GREENEBAUM LLP
One City Center, Suite 11100
Portland, ME 04101
Tel: (207) 619-0919
EMAIL: andrew.helman@dentons.com
Debtor's
Financial
Advisor: GIBBINS ADVISORS, LLC
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Ajay Pothen as president.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/7QMRACI/Marianas_Properties_LLC__gubke-24-00013__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 13 Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Agoda Company PTE Travel Agent $56,065
1 Wallich Street Commission
Singapore
07888-1000
Nasiraa Fattah
Email: Nasiraa.Fattah@agoda.com
2. First Hawaiian Bank Credit Card $7,569
Hwy 400 8 400 Suite 101 Charges
Mongmong-Toto-Maite, GU 96910
Tel: (888) 844-4444
3. Guam Power Authority Utilities-Power $356,831
PO Box 2977
Hagatna, GU 96932
Ms. E.B. Mendiola
Email: ebmendiola@gpagwa.com
Phone: 671-647-5787
4. Guam Waterworks Authority Utilities-Water $471,845
P.O. Box 3010
Tamuning, GU 96913
Ms. E.B. Mendiola
Email: ebmendiola@gpagwa.com
Phone: 671-300-6853
5. IT&E Internet/Cell $8,040
PO Box 24881 Phone
Barrigada, GU 96921
Email: marketing@itehq.net
Phone: 671-922-4483
6. Pacific Laundry & Textile Laundry Service $471,380
PO Box 24366
Barrigada, GU 96921
Becky Aguon
Operations Manager
Email: b.aguon@pacificlaundryguam.com
Phone: 671-646-2491
7. Raymond F.A. Camacho Lessor Payment $1,651
184 Whidbey Avenue
Oak Harbor, WA 98277
8. Small Business COVID Loan $166,551
Administration
409 3rd Street
Washington, DC 20416
Email: COVIDEIDLServicing@sba.gov
9. Take Care Insurance Health Insurance $5,650
Company, Inc.
PO Box 6578
Tamuning, GU 96913
Email: customerservice@takecareasia.com
Phone: 671-646-6956
10. Teresita Norris Lessor Payment $503
927 Rancher Drive
Fountain, CO 80817
11. The Estate of Mary Lessor Payment $3,401
Jane T. Guerrero
3169 Emerald Creek Drive
Las Vegas, NV 89156
12. Treasurer of Guam Tax $804,655
PO BOX 230607
Barrigada, GU 96921
Tel: 671-635-1836
13. Treasurer of Guam Property Tax $230,345
PO Box 230607
Barrigada, GU 96921
Tel: 671-475-1101
MBMBA LLC: Case Summary & Two Unsecured Creditors
-------------------------------------------------
Debtor: MBMBA LLC
6 Charlotte Place
Spring Valley, NY 10977
Business Description: MBMBA LLC is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: September 11, 2024
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 24-22778
Judge: Hon. Sean H. Lane
Debtor's Counsel: H Bruce Bronson, Esq.
BRONSON LAW OFFICES PC
480 Mamaroneck Ave
HarrisonHarrison, NY 10528
Tel: (914) 269-2530
Fax: (888) 908-6906
Email: hbbronson@bronsonlaw.net
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Moshe Brander as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/VPY7T5I/MBMBA_LLC__nysbke-24-22778__0001.0.pdf?mcid=tGE4TAMA
MELT BAR: Gets Court Nod to Sell Equipment by Online Auction
------------------------------------------------------------
Melt Bar and Grilled, Inc. on Sept. 9 got the green light from the
U.S. Bankruptcy Court for the Northern District of Ohio to sell its
equipment by online auction.
The restaurant owner is selling its equipment that are no longer in
use, "free and clear" of any interest.
The auction will be conducted on a rolling basis by George Roman
Auctioneers Ltd. The actual unused equipment will vary from time to
time as the equipment is sold or if it is sold at private sale.
The equipment available for auction will be set forth on the
auction website at georgeromanauctioneers.com.
Melt Bar and Grilled will use the proceeds from the sale to, among
other things, pay the claim of The Huntington National Bank.
Huntington holds security interest in all assets of the company.
The bank is owed more than $1.8 million by the company.
About Melt Bar and Grilled
Melt Bar and Grilled, Inc. owns and operates four restaurants in
Ohio.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-50879) on June 14,
2024, with up to $1 million in assets and up to $10 million in
liabilities. Matthew K. Fish, president, signed the petition.
Judge Alan M. Koschik oversees the case.
Frederic P. Schwieg, Esq., at Frederic P. Schwieg Attorney at Law,
is the Debtor's bankruptcy counsel.
MOBILEUM INC: Exits Bankruptcy, Eliminates $530M Debt
-----------------------------------------------------
Mike Robuck of Mobile World Live reports that telecoms software
provider Mobileum emerged from Chapter 11 bankruptcy protection in
the US, which included the elimination of $530 million in debt.
It secured access to $60 million in new financing to fund its
Chapter 11 process and approval for an additional $100 million of
financing through a roll-up of first lien prepetition debt.
The company's reorganisation plan was approved by a US bankruptcy
court on 11 September following the Chapter 11 move on July 23,
2024.
Following its emergence from Chapter 11, the current management
team, including president and CEO Mike Salfity, leads the company.
Salfity told Mobile World Live Mobileum is not disclosing which
companies are in the new ownership group, but noted it is comprised
of three of the top lenders that held most of its debt.
The company became embroiled in a legal spat between majority
shareholder HIG Capital and former owner Audax Private Equity, over
allegations the company's purchase price was artificially
inflated.
Salfity said HIG Capital is no longer an owner.
He stated Mobileum met all its obligations and financial
commitments to both vendors and employees during the Chapter 11
period.
"We have closed some big deals and partnerships along the way," he
said. "We are continuing to march with no operational impact."
It closed a deal last month with India-based Grameenphone and is in
the process of finishing up another with a Tier 1 US operator for
5G SA virtual probes that will be used to enhance its analytics and
insights capabilities, according to Salfity. That deal could close
by Q4.
"We're also partnering with a leading operator in the Middle East
to equip them with advanced IoT detection capabilities," he stated.
"We continue to see customer momentum."
About Mobileum Inc.
Mobileum, Inc., designs and develops data analytics solutions. The
Debtor develops solutions for GSM and CDMA domains, as well as
mobile financial services platform allowing bill payment, mobile
banking, and money transfers. Mobileum serves customers worldwide.
Mobileum, Inc. and its affiliates filed their voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Tex. Lead Case No. 24-90414) on July 23, 2024. At the time of
filing the Debtor estimated $100 million to $500 million in assets
and $500 million to $1 billion in liabilities.
Weil, Gotshal & Manges LLP served as counsel to the Debtors,
Evercore Group was the investment banker, and FTI Consulting was
the financial advisor.
MULTIPLAN CORP: S&P Places 'B' ICR on CreditWatch Negative
----------------------------------------------------------
S&P Global Ratings said it placed its ratings on MultiPlan Corp.,
including its 'B' issuer credit rating, on CreditWatch with
negative implications.
S&P believes MutliPlan's credit quality could weaken in connection
with a debt restructuring (such as an exchange, a repurchase, or a
term amendment) since this implies the investor will receive less
value than promised when the original debt was issued.
S&P continues to view the company's liquidity as adequate. It has
no debt maturities until October 2027.
CreditWatch
S&P said, "We expect to resolve the CreditWatch placement upon the
announcement of a restructuring plan, which we believe is likely to
reflect a potential distressed exchange offering. Upon announcement
of such a plan, or if otherwise anticipated, we would lower the
issuer and issue ratings to reflect the risk of the expected de
facto default. Typically, we'd lower the issuer credit rating to
'CC', ordinarily with a negative rating outlook. We would also
typically lower our rating on the issues subject to the debt
restructuring to 'CC'. We could lower an issue rating to 'C' if we
expect the obligation to have relatively low seniority or low
ultimate recovery among the same issuer's obligations.
"Alternatively, we could affirm our ratings if we were to not view
any debt restructuring as a distressed exchange and if we expected
MultiPlan to sustain its liquidity at its current level."
NATHAN'S FAMOUS: S&P Withdraws 'B' ICR Following Debt Refinancing
-----------------------------------------------------------------
S&P Global Ratings withdrew all of its ratings on Nathan's Famous
Inc., including its 'B' issuer credit rating and 'BB-' issue-level
rating and '1' recovery rating on its senior secured notes,
following the company's debt refinancing. As part of the
transaction, Nathan's repaid all of its rated debt. At the time of
the withdrawal, S&P's outlook on the company was positive.
NEVADA COPPER: Names Southwest Critical as Bidder for Asset Sale
----------------------------------------------------------------
Nevada Copper Corp. and its subsidiaries provided an update on the
Company's sale process and bankruptcy proceedings.
As previously announced, the Company entered into an asset purchase
agreement with Southwest Critical Minerals LLC, an affiliate of
Kinterra Capital Corp., pursuant to which the Buyer agreed to
purchase substantially all of the assets of the Company and its
subsidiaries. The purchase price under the APA includes cash
consideration of US$128 million, the Buyer's payment of cure costs
for contracts it assumes, and an adjustment for the assumption of
certain liabilities.
The APA was executed as a stalking horse bid in the sale process
initiated by the Company in accordance with Section 363 of the U.S.
Bankruptcy Code following the Company's filing of a voluntary
petition for relief under Chapter 11 of the United States
Bankruptcy Code in the Bankruptcy Court of the District of Nevada
on June 10. 2024. Under the bidding procedures approved by the U.S.
Bankruptcy Court, the deadline to submit other binding offers to
purchase substantially all of the Company's assets expired on
September 6, 2024. Despite multiple bidders conducting active due
diligence prior to the expiration of the deadline, the sale process
did not result in an alternative qualified bid. As a result, after
careful deliberation, the board of directors of the Company has
designated the Buyer as the successful bidder in the sale process
and the Company intends to consummate the Transaction. Moelis &
Company LLC was retained by the Company to assist with the sale
process.
Motions for final approval of the Transaction are expected to be
heard by the U.S Bankruptcy Court and the Superior Court of Justice
(Commercial List) of Ontario later in September and the Transaction
is currently expected to close in October. The closing of the
Transaction is subject to closing conditions set out in the APA and
other requirements that are customary for transactions of this
nature under Section 363 of the U.S. Bankruptcy Code, including
final approval of the courts and satisfactory arrangements
regarding the assumption of certain contracts by the Buyer. There
is no assurance that the Transaction will be completed on the
expected closing timeline or at all. The proceeds from the
Transaction are expected to be administered and distributed to
creditors in the Company's bankruptcy process.
TSX Delisting
Further to the Company's August 12, 2024 press release, the common
shares and warrants of the Company were delisted from the Toronto
Stock Exchange at the close of business on August 21, 2024.
Cease Trade Order
A cease trade order, subject to certain conditions, has been issued
by the British Columbia Securities Commission as a result of the
Company's failure to file its interim financial statements for the
three months ended June 30, 2024, including the related
management's discussion and analysis and interim filing
certifications. These documents were not filed in light of the sale
process and the Company's ongoing bankruptcy proceedings.
About Nevada Copper, Inc.
Nevada Copper, Inc. and affiliates have been in the business of
mining copper and other minerals and operating a processing plant
that refines copper ore into copper concentrate, with the bulk of
the debtors' operations focused on their Pumpkin Hollow project,
which is located outside of Yerington, Nevada. The project, which
contains substantial mineral reserves and resources, including
copper, gold, silver, and iron magnetite, consists of an
underground mine and processing facility, together with an open-pit
project that is in the pre-feasibility stage of development.
The debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. Lead Case No. 24-50566) on June 10, 2024.
In the petition signed by Gregory J. Martin, executive vice
president and chief financial officer, Nevada Copper disclosed
$500,000,001 to $1 billion in assets and $100 million to $500
million in liabilities. Judge Hilary L. Barnes oversees the cases.
The debtors tapped Allen Overy Shearman Sterling US, LLP, as
general bankruptcy counsel; McDonald Carano, LLP, as Nevada
bankruptcy counsel; AlixPartners, LLP, as financial and
restructuring advisor; Torys, LLP, as special Canadian and
corporate counsel; Moelis & Company, LLC, as financial advisor and
investment banker; and Epiq Corporate Restructuring, LLC, as notice
and claims agent and administrative advisor.
The U.S. Trustee for Region 17 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of Nevada
Copper, Inc. and Nevada Copper Corp.
OPTIO RX: U.S. Trustee Slams Chapter 11 Plan Releases
-----------------------------------------------------
Yun Park of Law360 Bankruptcy Authority reports that the U.S.
Trustee's Office has asked a Delaware bankruptcy judge to reject
Optio Rx LLC's Chapter 11 plan, saying it contains impermissible
third-party releases that are overly broad in scope and period.
"The Debtors' Plan should not be confirmed because: (1) to the
extent that applicable law authorizes exculpation beyond 11 U.S.C.
Sec. 1125(e), the Plan’s exculpation provision is impermissibly
overbroad in contravention of Third Circuit precedent; (2) the
Third-Party Release of "Related Parties" is impermissibly vague;
(3) the injunction enforcing the exculpation and
Third-Party Release is not warranted; (4) the Debtor Release does
not contain exceptions for certain "bad acts"-type conduct; and (5)
the Debtors propose to treat the entire Plan as a settlement
without having a basis for doing so," Andrew R. Vara, the United
States Trustee for Region 3, said in her objection to the Amended
Joint Chapter 11 Plan of Reorganization of Optio RX LLC, et al.
The U.S. Trustee requests that confirmation of the Plan be denied,
or in the alternative, that the Court direct the Plan be modified
to address
his concerns listed above.
About OptioRx
Optio Rx, LLC is a Delaware limited liability company that has 26
direct and/or indirect subsidiaries. The Debtors operate in four
primary specialty pharmacy business segments, including: clinically
focused retail dermatology pharmacies; compounding pharmacies;
hospice pharmacies; and fertility treatments.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-11188) on June 7,
2024, with $10,000,001 to $50 million in assets and $100,000,001 to
$500 million in liabilities.
Judge Thomas M. Horan presides over the case.
William E. Chipman, Jr., Esq. at Chipman Brown Cicero & Cole, LLP,
is the Debtor's legal counsel.
PERFORMANCE PROPERTY: C. Jerome Teel Named Subchapter V Trustee
---------------------------------------------------------------
The Acting U.S. Trustee for Region 8 appointed C. Jerome Teel, Jr.,
Esq. at Teel & Gay, PLC as Subchapter V trustee for Performance
Property Management, LLC.
Mr. Teel will be paid an hourly fee of $350 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Teel declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
B. Jerome Teel, Jr.
Teel & Gay, PLC
79 Stonebridge Blvd., Suite B
Jackson, TN 38305
Phone: (731) 424-3315
Email: Jerome@tennesseefirm.com
About Performance Property Management
Performance Property Management, LLC sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tenn. Case No.
24-24172) on August 28, 2024, with up to $50,000 in assets and up
to $10 million in liabilities. Derrick Brown, managing member,
signed the petition.
Judge Jennie D. Latta presides over the case.
Toni Campbell Parker, Esq. at the Law Firm of Toni Campbell Parker
represents the Debtor as bankruptcy counsel.
PG&E CORP: Moody's Affirms Ba3 Rating on $1BB Sub. Notes Due 2055
-----------------------------------------------------------------
Moody's Ratings affirmed the Ba3 rating on PG&E Corporation's (PCG)
$1 billion junior subordinated notes due 2055 (Notes). PCG's other
ratings, including its Ba1 Corporate Family Rating, and the ratings
of its principal utility subsidiary, Pacific Gas & Electric Company
(PG&E), including its Baa2 First Mortgage Bonds ratings, remain
unchanged. PCG and PG&E's outlooks are positive.
RATINGS RATIONALE
The rating action is driven by the correction of an error. In the
prior rating action announced on September 9, 2024, Moody's
mistakenly ascribed equity credit to the Notes, which is not
appropriate for issuances by a speculative-grade issuer such as
PCG. Moody's have revised Moody's analysis, and the affirmation
reflects the correct treatment of the Notes.
The Notes' Ba3 rating reflects their junior position within PCG's
corporate family capital structure, which includes a preponderance
of PG&E first mortgage bonds that have a senior position and all
asset security pledge. Moody's utilize Moody's Loss Given Default
for Speculative-Grade Companies (LGD) methodology to determine the
individual ratings on the debt securities within the PCG capital
structure.
PCG intends to use the net proceeds from this offering for general
corporate purposes, including a portion to prepay loans outstanding
under the PCG term loan facility. In Moody's view, the Notes will
be ascribed no equity credit (basket "L" treatment) because PCG
(Ba1 CFR, positive) is a speculative-grade issuer. If PCG is
upgraded to investment grade, the Notes have equity-like features
that would allow them to receive basket "M" treatment (i.e. 50%
equity and 50% debt) for the purpose of adjusting financial
statements. Please refer to Moody's Hybrid Equity Credit
methodology published in February 2024 for further details.
PCG's credit profile primarily reflects the credit quality of its
principal subsidiary, PG&E. As of June 30, 2024, PCG's holding
company debt of about $4.6 billion accounted for about 8% of
consolidated debt and is structurally subordinated to PG&E's
approximately $54 billion of utility debt. PG&E's credit quality
considers its position as a large, fully regulated electric and gas
utility operating solely within California. The California
political and regulatory environment is unique and has been more
complicated than other state regulatory jurisdictions in recent
years, in large part due to the utility's exposure to wildfire
risk, an important ESG consideration, and the potential for
material liabilities related to these wildfires. While the
regulatory framework offers several supportive cost recovery
mechanisms, like decoupling, a forward test year and above average
rates of return, the risk of inverse condemnation related
liabilities is credit negative and unique to California utilities.
PG&E's credit worthiness is underpinned by ongoing access to the
credit supportive provisions within the state's AB1054 wildfire
legislation and Moody's expectation that the wildfire insurance
fund established by that legislation will remain available. The
upgrade of PG&E earlier this year reflects Moody's view that the
company has and will continue to make progress in addressing
wildfire risk. In addition, the financial impact of future wildfire
events should be mitigated by PG&E's demonstrated ability to attain
approval of its annual wildfire safety certificate from regulators,
allowing the company to maintain access to the wildfire insurance
fund.
AB1054 improves utility access to liquidity through the $21 billion
fund and enhances a utility's ability to recover wildfire costs
from ratepayers with a more favorable prudency standard. The
standard places a heavier burden of proof on intervenors and caps
the cost disallowances related to wildfire claims to 20% of the
utility's equity in its T&D rate base over a three-year period.
PG&E's liability cap is currently approximately $4.1 billion.
Furthermore, Moody's expect PG&E's 2023 general rate case outcome
to provide the framework for an improving financial profile, such
that PCG's ratio of cash flow from operations pre-working capital
changes (CFO pre-W/C) to debt reaches the mid-teens and the
utility's ratio of CFO pre-W/C to debt is sustained in the
high-teens, excluding the impact of securitization debt, over the
next two years. For the 12-months ended June 30, 2024, Moody's
estimate PCG's ratio of CFO pre-W/C to debt to be approximately
11.5% and the utility's ratio of CFO pre-W/C to debt to be roughly
13%. Moody's also expect holdco debt to gradually decline as the
company plans to pay down $2 billion of this debt by the end of
2026.
Rating Outlook
PCG and PG&E's positive outlooks reflect the increased likelihood
that the utility's ongoing progress in reducing its exposure to
wildfire risk will improve their ratings, as key stakeholder
support becomes more firmly entrenched. It also reflects Moody's
expectation that the utility will maintain access to the state's
wildfire insurance fund. The positive outlooks also consider their
improving financial profiles as Moody's expect PCG's ratio of CFO
pre-W/C to debt to be in the mid-teens and the utility's ratio of
CFO pre-W/C to debt to be high-teens, excluding the impact of
securitization, over the next two years.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Factors that Could Lead to an Upgrade
PCG and PG&E's ratings could be upgraded if the utility continues
to successfully reduce catastrophic wildfire risk and the potential
for related liabilities through its substantial mitigating
investments, adheres to its wildfire mitigation plan as well as to
related state policies and standards, and maintains the required
wildfire safety certificate and access to the wildfire insurance
fund and other AB1054 credit supportive provisions. Continued
strengthening of financial profiles would also support higher
ratings, if PCG's ratio of CFO pre-W/C to debt is sustained above
14% and PG&E's ratio of CFO pre-W/C to debt is sustained above 16%.
PCG is likely to be upgraded if PG&E is upgraded.
Factors that Could Lead to a Downgrade
A downgrade of PCG or PG&E is unlikely given the positive outlook.
However, their outlooks could be changed to stable or their ratings
downgraded if the utility loses access to the wildfire insurance
fund, or if the cost recovery prudency standard and liability cap
are no longer available because the utility failed to maintain its
annual wildfire safety certification. The ratings could be
downgraded if wildfire liabilities increase materially as a result
of new fires, or if state regulators do not successfully implement
the provisions of AB 1054. Downward pressure could also occur if
their financial profiles deteriorate such that PCG's ratio of CFO
pre-W/C to debt is expected to be sustained below 11% or PG&E's
ratio of CFO pre-W/C to debt is expected to be sustained below 13%.
PCG is likely to be downgraded if PG&E is downgraded.
LIST OF AFFECTED RATINGS
Issuer:PG&E Corporation
Affirmation:
Junior Subordinated, Affirmed Ba3
LIST OF UNAFFECTED RATINGS
Issuer:PG&E Corporation
Unchanged:
LT Corporate Family Ratings, Ba1
Probability of Default, Ba2-PD
Speculative Grade Liquidity Rating, SGL-2
Senior Secured, Ba3
Senior Secured Bank Credit Facility, Ba3
Outlook:
Outlook, Positive
Issuer:Pacific Gas & Electric Company
Unchanged:
Pref. Stock, Ba3
Pref. Shelf, (P)Ba3
First Mortgage Bonds, Baa2
Senior Secured Shelf, (P)Baa2
Outlook:
Outlook, Positive
The principal methodology used in this rating was Regulated
Electric and Gas Utilities published in August 2024.
PICCARD PETS: 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 Piccard Pets Supplies, Corp, according to court
dockets.
About Piccard Pets Supplies
Piccard Pets Supplies Corp., a company in Jacksonville, Fla.,
offers pet supplies and medications.
Piccard Pets Supplies sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02434) on Aug. 15,
2024, with total assets of $927,465 and total liabilities of
$5,323,839. Marlon Martinez, chief executive officer, signed the
petition.
Judge Jacob A. Brown oversees the case.
The Debtor is represented by Thomas Adam, Esq., at Adam Law Group,
PA.
PROMINENCE HOME: Case Summary & One Unsecured Creditor
------------------------------------------------------
Debtor: Prominence Homes & Communities, LLC
3000 Riverchase Galleria
Suite 1770
Birmingham, AL 35244
Business Description: The Debtor is part of the residential
building construction industry.
Chapter 11 Petition Date: September 12, 2024
Court: United States Bankruptcy Court
Northern District of Alabama
Case No.: 24-02790
Judge: Hon. D Sims Crawford
Debtor's Counsel: Stephen P. Leara, 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: sleara@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 listed Prominence Homes, LLC located at 3000 Riverchase
Galleria, Suite 1770, Birmingham, AL 35244 as its sole unsecured
creditor holding a claim of $1,444,505.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/VGU7GFY/Prominence_Homes__Communities__alnbke-24-02790__0001.0.pdf?mcid=tGE4TAMA
QVC INC: Moody's Rates New 6% Secured Global Notes Due 2029 'B2'
----------------------------------------------------------------
Moody's Ratings assigned a B2 rating to QVC, Inc.'s ("QVC")
proposed 6.875% senior secured global notes due April 2029. All
other ratings including QVC's B2 senior secured ratings, and
Liberty Interactive LLC's ("Liberty Interactive") B3 corporate
family rating, B3-PD probability of default rating, and Caa2 senior
unsecured ratings remain unchanged. The speculative grade liquidity
rating (SGL) remains SGL-2 and the outlook remains stable.
The proposed notes are being offered in exchange for QVC's existing
4.75% senior secured notes ($575 million outstanding) due 2027 and
4.375% senior secured notes ($500 million outstanding) due 2028.
The company proposes to exchange the 2027 notes for $350 of
principal of proposed 2029 notes and $650 in cash per $1,000 of par
outstanding and to exchange the 2028 notes at par into the proposed
2029 notes. The new 2029 notes will be pari with existing QVC notes
with covenants materially in-line with those of the existing QVC
notes. Holders of the 2027 and 2028 notes are not obligated to
exchange into the new 2029 notes, though the offers have a minimum
condition of at least $300 million aggregate new 2029 notes issued.
The company will benefit from some debt paydown using balance sheet
cash at the QVC and Liberty Interactive entities along with an
extension of the 2027 and 2028 bond maturities.
RATINGS RATIONALE
Liberty Interactive LLC's B3 CFR reflects the execution risks it is
facing as it seeks to restore its EBITDA levels in an uncertain
retail environment. Liberty Interactive, through its parent Qurate
Retail, Inc. ("Qurate") is also contending with secular pressures
that include a growing number of consumers who are canceling their
cable subscriptions, increased price transparency and shorter
product life cycles. After a very weak 2022, Qurate has seen
stabilization of customer losses and margin improvements caused by
lower promotional activity, more favorable freight and input costs,
cost-savings, better product selection and pricing and the
divestment of the loss-making Zulily operations. Qurate also
continues to have a significant position within online shopping and
is continuing to focus on increasing streaming to increase its
customer reach. Debt/EBITDA and EBITA/interest have improved to
about 4.6x and 2.0x at June 30, 2024 compared to 6.85x and 1.70x,
respectively at year-end 2022 and Moody's expect continued
stability for the next 12-18 months. The ratings are also supported
by Qurate's good liquidity which is reflected by its current
material revolver availability of about $1.86 billion, cash balance
of $1.2 billion and Moody's expectation of strong cash flow over
the next 12-18 months which would be sufficient to address 2025
bond maturities ($586 million) and cash needs for the exchange
offer.
The stable outlook reflects Moody's expectation of continued
profitability improvement in 2024 and 2025 through better product
offering and execution of the business improvement plan, Project
Athens. The outlook also reflects Moody's expectation that the
company will maintain good liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The rating could be upgraded following consistent improvement in
sales, operating performance and stabilization of customer count.
Good liquidity, free cash flow generation and a balanced financial
strategy would also be required. Quantitatively, the company could
be upgraded if debt/EBITDA was sustained below 5.0x and
EBITA/interest was sustained above 2.0x.
The rating could be downgraded if operational performance weakens,
customer count declines accelerate, liquidity weakens or if its
financial strategy meaningfully changes. Quantitatively, rating
would be downgraded if debt/EBITDA is sustained above 6.0x or
EBITA/interest is sustained below 1.25x.
Headquartered in Englewood, Colorado, Liberty Interactive LLC, is a
wholly owned subsidiary of its parent Qurate Retail, Inc., formerly
named Liberty Interactive Corporation. Qurate operates the QVC, HSN
and Cornerstone Brands. Moody's credit analysis considers the
consolidated Qurate organization and all credit metrics quoted are
at the Qurate level. QVC, Inc. was founded in 1986 and has
operations in the US, UK, Germany, Japan and Italy. Annual revenue
at Qurate was about $10.3 billion for LTM period ended June 30,
2024.
The principal methodology used in this rating was Retail and
Apparel published in November 2023.
RCP VEGA: S&P Withdraws 'B-' ICR on Acquisition by Roper
--------------------------------------------------------
S&P Global Ratings withdrew its 'B-' issuer credit rating on RCP
Vega Inc. (dba Transact Campus) following the company's acquisition
by Roper Technologies Inc. (BBB+/Stable/--).
At the same time, S&P discontinued its 'B' issue-level ratings on
Transact Campus' first-lien revolving credit facility due 2025 and
first-lien term loan due 2026.
ROTI RESTAURANTS: Owner of 19 Locations Files for Chapter 11
------------------------------------------------------------
Roti Restaurants LLC and its affiliates filed Chapter 11 protection
in the Northern District of Illinois.
The Debtors operate fast-casual Mediterranean restaurants in 19
locations under the names "Roti Modern Mediterranean," "Roti
Mediterranean Grill,"
"Roti Bowls. Salads. Pitas.", and "Roti".
The fast-casual restaurants feature healthy and wholesome food,
and
highlight the benefits of the Mediterranean Diet. The restaurants
use fresher and more mindfully sourced ingredients, including
grass-fed steak, never frozen free chicken, sustainably raised
seafood, and family farmed cheeses and yogurt
Roti's petition states funds will be available to unsecured
creditors.
About Roti Restaurants
Roti Restaurants LLC owns and operates fast-casual restaurants
offering Mediterranean menu with house-made meats, crisp
vegetables, and flavor-forward sauces.
Roti Restaurants LLC and its affiliates sought relief under
Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.
Ill. Lead Case No. 24-12410) on August 23, 2024.
The Honorable Bankruptcy Judge Donald R. Cassling handles the
cases.
The Debtors tapped RICHMAN & RICHMAN LLC as counsel, Harney
Partners as financial advisor, and Ravinia Capital LLC as
investment banker. Richman & Richman LLC, which has been
representing Roti for five years, is onboard as corporate counsel.
S&S HOLDINGS: Moody's Rates New Secured First Lien Term Loan 'B2'
-----------------------------------------------------------------
Moody's Ratings assigned a B2 rating to S&S Holdings, LLC's (S&S)
proposed senior secured first lien term loan due 2031. S&S'
existing ratings are unchanged, including its B2 corporate family
rating, B2-PD probability of default rating, B2 on the senior
secured first lien term loan due 2028 and Caa1 rating on the senior
secured second lien term loan due 2029. The outlook is negative.
Proceeds from the new $675 million senior secured first lien term
loan, along with $500 million other secured pari passu debt and
$125 million of new common equity, will be used to finance the
acquisition of alphabroder for $1.23 billion, along with $70
million of fees and expenses.
RATINGS RATIONALE
S&S' B2 CFR is constrained by its high leverage and financial
strategies that have supported debt-financed acquisitions. In
addition, the acquisition carries integration risk due to its size
and strategic nature. Despite S&S' strength in the less volatile
consumer space, the company is also subject to changing demand
trends. In 2023 revenues and earnings declined, reflecting a broad
market downturn and the normalization of COVID-related trends that
temporarily benefitted distributors. In the first half of 2024
volumes started to recover but price pressures led to a modest
EBITDA decline. The company's operations in the niche and
competitive blank apparel distribution sector and high supplier
concentration with its top vendor also constrain the credit
profile.
Supporting S&S' credit profile is the company's scale with roughly
$4 billion in pro-forma revenue and a leading position in the US
imprintable apparel distribution market following the transaction.
The acquisition will also increase S&S' presence in the corporate
channel and broaden its product portfolio, including private label
brands. S&S plans to leverage its technology and automation
capabilities to increase the efficiency, service levels and growth
of the combined business, and realize $80 million net synergies
from elimination of redundant corporate infrastructure over two
years. In addition, S&S has low customer concentration and a broad
geographic footprint in North America that allows its product to
reach customers within one to two business days. The company has
executed well on its growth plans following the 2021 leveraged
buyout (LBO) and has made significant investments in key staff,
salesforce, warehouse capacity, technology and automation that
position it well for market share gains.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The rating could be upgraded if the company successfully integrates
the alphabroder acquisition and achieves its growth and synergy
targets. An upgrade would also require financial strategies that
support solid credit metrics and good liquidity. Quantitatively,
the rating could be upgraded if the company maintains debt/EBITDA
below 4.5x and EBITA/interest expense above 2.75x.
The rating could be downgraded if S&S' liquidity, operating
performance or vendor relationships deteriorate or if its
integration of alphabroder does not generate the expected earnings
growth and synergy realization. Quantitatively, the rating could be
downgraded if debt/EBITDA does not decline below 6x or
EBITA/interest expense does not improve to 1.75x.
Headquartered in Bolingbrook, Illinois, S&S is a specialty
distributor of imprintable apparel, including t-shirts, fleece,
athletic wear, outerwear, headwear, wovens and accessories.
Pro-forma for the alphabroder acquisition, revenue for the twelve
months ending June 30, 2024 was approximately $4 billion. The
company has been majority owned by affiliates of Clayton, Dubilier
& Rice since 2021.
The principal methodology used in this rating was Distribution and
Supply Chain Services published in February 2023.
SALACIA LLC: Hits Chapter 11 Bankruptcy Protection
--------------------------------------------------
Salacia LLC filed Chapter 11 protection in the District of Alaska.
According to court filings, the Debtor reported $27,438,295 in debt
owed to 50 and 99 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
Sept. 25, 2024 at 10:00 a.m. in Room Telephonically.
About Salacia LLC
Salacia LLC is the fee simple owner of real property located at
14101 45th Avenue NE, Marysville, WA 98271 valued at $51.62
million.
Salacia LLC and affiliates sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Ala. Case No. 24-00143) on August
20, 2024. In the petition filed by Aleksey Kozlov, as authorized
representative, the Debtor reports total assets of $70,899,654 and
total liabilities of $27,438,295.
The Debtor is represented by:
Thomas A. Buford, Esq.
BUSH KORNFELD LLP
601 Union St., Suite 5000
Seattle, WA 98101-2373
Tel: (206) 292-2110
Fax: (206) 292-2104
Email: tbuford@bskd.com
SAUSALITO CRAFTWORKS: Unsecureds to Get Nothing in Plan
-------------------------------------------------------
Sausalito Craftwork Inc. d/b/a Omnirax Furniture Company filed with
the U.S. Bankruptcy Court for the Northern District of California a
Plan of Reorganization for Small Business under Subchapter V dated
August 13, 2024.
Since 1974 the Debtor has been in the manufacturing business.
Starting in 1985 Debtor has been in the business of innovating the
production of furniture used in broadcasting, music production and
communication focused industries.
The Debtor proposes to have a "pot" plan through the sale of the
identified intangibles in an amount of at least $12,500.00 to pay
on the Effective Date in order to create a recovery where there
would be none otherwise. The final Plan payment is expected to be
paid on 180 days after the effective, which is anticipated to be 6
months after the effective date.
The Debtor proposes to maximize the value of certain intangible
assets in furtherance of the plan of reorganization, including its
long history of innovation, as embodied in its design of innovative
furniture for the target industries. That innovation has an
indeterminant value that if acquired by a targeted user would
generate value for the estate. Otherwise, it would have deminimis
or no value at all.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 0.00 cents on the dollar. This Plan also provides
for the payment of administrative and priority tax claims pursuant
to agreements with each.
Class 3 consists of Non-priority unsecured creditors. All allowed
claims for unsecured creditors will receive no less than what would
be distributed in a liquidation analysis 0.00 or prorate, whichever
is greater. This Class will receive a distribution of 0% of their
allowed claims. This Class 3 is impaired.
The allowed unsecured claims total $1,600,000.00.
Class 4 consists of Equity security holders of the Debtor. All
Equity security holders, are insiders, are impaired and will
receive no distribution. On the Effective Date of the Plan all
holders of equity in the Debtor will have their Equity cancelled.
Funding for the Plan will be provided through the sale, free and
clear of liens, of the intangible assets of the Debtor including
but not limited to the use of prior trademarks, whether still
registered or not, access to and explanation of certain CAD
applications for the manufacturing of innovative furniture design
for the identified markets, the goodwill of Debtor earned over
nearly 40 years and related expertise to implement each of those is
requested. Debtor will bring appropriate motions to sell free and
clear as necessary to facilitate the sale and will provide the
names and addresses and contact information for targeted and
prospective buyers.
The Debtor is confident that such a sale will generate at least the
targeted amount of $12,500.00 and could result in a greater as yet
determined return.
A full-text copy of the Subchapter V Plan dated August 13, 2024 is
available at https://urlcurt.com/u?l=DrJosa from PacerMonitor.com
at no charge.
About Sausalito Craftworks Inc.
Sausalito Craftworks Inc., doing business as Omnirax Furniture
Company, is manufacturer of furniture and home furnishings.
Sausalito Craftworks Inc. sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No.
24-30601) on August 13, 2024. In the petition filed by Philip
Zittell, as president, the Debtor reports total assets of $1,555
and total liabilities of $1,688,879.
The Honorable Bankruptcy Judge Dennis Montali oversees the case.
The Debtor is represented by:
Sheila Gropper Nelson, Esq.
RESOLUTION LAW FIRM P.C.
50 Osgood Place 5th Fl. 500
San Francisco CA 94133
Tel: (415) 362-2221
Email: shedoeslaw@aol.com
SDS COLCON: Creditors to Get Proceeds From Liquidation
------------------------------------------------------
SDS Colcon LLC and SDS Colcon Owner LLC filed with the U.S.
Bankruptcy Court for the Eastern District of New York a Disclosure
Statement describing Joint Plan of Liquidation dated August 14,
2024.
Colcon Owner owns the condominium development project located at
the Property, which is approximately 65% to 75% complete. Louis
Greco and his affiliates have acted as the Sponsor for the
condominium Project and shall continue in this capacity.
The Debtors have proposed the accompanying joint plan of
liquidation following extensive negotiations with their lead
secured creditor. At is core, the Plan is the vehicle to implement
a comprehensive settlement reached by the Debtors and TIG Romspen
US Master Mortgage LP ("Romspen" or the "Lender") providing an
agreed exit strategy for conclusion of the Chapter 11 cases based
upon completion of the Debtor's redevelopment project and the
subsequent sale of the Property.
As noted in the Plan, the Debtors and Romspen were at loggerheads
for a significant period of time both before and after the
commencement of the bankruptcy cases regarding, inter alia, (i) the
final amounts owed to Romspen on account of its Secured Claim; (ii)
the scope and costs needed to complete construction of the Debtor's
re-development project at 63 Columbia Street, Brooklyn, NY (the
"Property") to build eleven residential condominium units (the
"Project"); and (iii) how best to sell the Property and finance
completion of the Project.
Ultimately, after months of negotiations, a formal and
comprehensive settlement agreement (the "Settlement") was reached
resolving all outstanding issues and disputes between the Debtors
and Romspen, including the terms of a $5.0 million DIP Loan and
potential reductions in Romspen’s claim relating to default
interest and late fees if certain benchmark recoveries are obtained
to pay Romspen full principal amount of its debt, non default
interest and fees. As part of the Settlement, AKI was not only
designated as the new contractor to complete the Project, but AKI
also committed to fund 50% of the DIP Loan.
As noted, the Plan incorporates and implements the Settlement and
provides for, inter alia, a sale of the Property at the election of
Romspen, with Romspen to fund payment of allowed administrative
expenses and priority claims as capped, plus establish a creditor
reserve in the sum of $200,000 to enable the Debtors to pay a pro
rata dividend to all other creditors.
Under the Plan and Settlement, Romspen retains the option through
its credit bid rights to either acquire control over the Property
immediately on the Effective Date of the Plan based upon the
transfer of the underlying 100% membership interest in Colcon Owner
or to allow the Debtors to sell the Property in bulk or as
individual units after completion of the Project and be paid from
the proceeds (defined as the "Sale Election"). Based upon current
budgets, the Project is anticipated to be completed in late 2025 or
early 2026.
The decision on the Sale Election resides solely in the discretion
of Romspen and shall be made either before or after confirmation of
the Plan. All other creditors, however, are not negatively impacted
by the timing of the Sale Election since the Property is currently
undersecured and Romspen is funding a creditor reserve of $200,000
on the Effective Date irrespective of what decision it ultimately
makes.
Class 2 consists of Allowed Unsecured Claims which arose prior to
the Petition Date. This Class consists of all vendors, contractors
and service providers which performed services or suppled goods
prior to the Petition Date, including, without limitation, two
additional mechanic's lienors not previously immediately known to
the Debtor, to wit, Tarka Management & Design Services LLC and
Spring Mutual Supply Company.
At the request of the title company, these two creditors are now
being included and shall receive direct notice of the hearings to
consider confirmation of the plan and approval of this Disclosure
Statement. These two additional claims, in the amounts of $12,000
and $4,378.47, respectively, are relatively small and will not
materially impact the distribution to Class 2 creditors. Class 2 is
Impaired by the Plan and, therefore, each holder of an Allowed
Class 2 Claim is entitled to vote to accept or reject the Plan.
Except as hereafter provided and/or as may be agreed to between the
Debtors and the holder of any Allowed Unsecured Claim, the holders
of Allowed Unsecured Claims, in full and final satisfaction,
release and settlement of such Allowed Unsecured Claims, shall from
time to time receive Pro Rata distributions of Cash from the
Unsecured Claim Fund plus, potential additional recovery if the
Section 5.4 waivers are achieved.
The holders of the Class 3(a) Colcon Interests shall receive a Pro
Rata distribution of any Remaining Cash received from Owner after
payment by Owner of all Administrative Claims, Priority Claims,
Professional Fee Claims, the Romspen Allowed Secured Claim, and
Unsecured Claims, and otherwise shall receive no other
consideration under the Plan.
The holder of the Class 4(b) Owner Interest shall neither receive
nor retain any consideration under the Plan. The Class 4(b) Owner
Interests will be conveyed and assigned to Romspen as partial
consideration for the treatment of the Romspen Allowed Secured
Claim. The holders of the Class 4 Ownership Interests are deemed to
have rejected the Plan.
The Plan will be implemented by the Debtors in a manner consistent
with the terms and conditions set forth in the Plan and the
Confirmation Order.
The Net Proceeds and other funds utilized to make Cash payments
under the Plan have been and/or will be generated from, among other
things, collections from the proceeds of sale of substantially all
of the Debtors' Property and Assets to date in the Case, and the
proceeds of the liquidation or other disposition of the remaining
Property and Assets of the Debtors, including, without limitation,
the Condominium Units.
A full-text copy of the Disclosure Statement dated August 14, 2024
is available at https://urlcurt.com/u?l=yKViRq from
PacerMonitor.com at no charge.
Counsel for the Debtors:
Kevin J. Nash, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
1501 Broadway, 22nd Floor
New York, NY 10036
Telephone: (212) 221-5700
Email: knash@gwfglaw.com
About SDS Colcon LLC
Alleged creditors filed an involuntary Chapter 11 petition for SDS
Colcon LLC on Sep. 27, 2023. The Debtors, SDS Colcon LLC and SDS
Colcon Owner LLC, in turn filed a voluntary petition under Chapter
11 of the Bankruptcy Code on Nov. 13, 2023 (Bankr. E.D.N.Y. Lead
Case No. 23-43469).
Goldberg Weprin Finkel Goldstein LLP is the Debtors' bankruptcy
counsel.
SERVICE CORP: Moody's Affirms Ba2 CFR & Rates New $800MM Notes Ba3
------------------------------------------------------------------
Moody's Ratings affirmed Service Corporation International's
("SCI") Ba2 corporate family rating and Ba2-PD Probability of
Default rating. Moody's also affirmed the company's senior
unsecured bank credit facility rating at Baa3 and senior unsecured
notes at Ba3, and assigned a Ba3 rating to its proposed $800
million senior unsecured notes due 2032. Moody's maintained SCI's
speculative grade liquidity ("SGL") rating at SGL-1. The outlook
remains stable. SCI is North America's largest provider of funeral,
cemetery and cremation products and services.
The affirmation of the Ba2 CFR reflects Moody's expectations that
SCI will maintain its good liquidity position with at least $250
million of free cash flow, a stable revenue base growing at a
low-single-digits percentage rate and debt-to-EBITDA around 4.0
times.
The proceeds from the new senior unsecured notes will be used to
repay $780 million outstanding under the company's revolving credit
facility, as well as to cover transaction-related fees and
expenses. Moody's consider this transaction as a positive
development for liquidity, as the company increases its revolver
availability and extends its debt maturity profile.
RATINGS RATIONALE
The Ba2 CFR reflects SCI's leading market position, good scale,
profitability, and strong liquidity profile. The company boasts a
combined portfolio of 1,982 funeral home locations and cemetery
properties, offering significant scale advantages, and roughly
$15.4 billion in revenue backlog as of June 30, 2024. Moody's
anticipate steady demand from the aging baby boomer population to
drive revenue growth in a low-single-digits percentage range,
primarily driven by pre-need cemetery production growth, offset by
lower funeral service sales and a continued normalization of
at-need demand towards pre-pandemic levels. Moody's expect SCI will
maintain solid EBITA margins around 23% and EBITA-to-interest of
around 4x, along with a mid single-digit percentage of free cash
flow-to-debt over the next 12 to 18 months. The rating is further
supported by the company's many tangible assets, including
investment trusts, real estate holdings, and insurance contracts.
These assets offer tangible coverage for debt and other liabilities
and serve as barriers to entry, solidifying SCI's competitive
advantage.
Moody's anticipate that SCI will undertake opportunistic
debt-funded share repurchases and acquisitions of funeral and
cemetery properties, limiting cash available for debt reduction.
Moody's expect the financial leverage, calculated as
debt-to-EBITDA, to be maintained at a moderately-high level around
4x over the next 12 to 18 months.
SCI's SGL-1 rating reflects Moody's expectation that the company
will maintain a very good liquidity profile over the next 12 to 15
months. Liquidity is supported by $184 million of cash on hand as
of June 30, 2024, around $1.4 billion of available capacity under
its $1.5 billion revolving credit facility expiring in January
2028, and Moody's expectation of free cash flow in the $250-$300
million range over the next 12 to 15 months. Under the terms of the
revolving credit facility, SCI is required to maintain a net
leverage ratio (as defined in the agreement) of less than or equal
to 5x. The company has the option to execute no more than two
qualified acquisitions (permitted acquisitions with cash
consideration of at least $250 million) that would increase the
maximum net leverage ratio to 5.5x for the three full fiscal
quarters following each acquisition's close. As of June 30, 2024,
the net leverage (as calculated by the credit agreement) stood at
3.71x. Moody's expect SCI to remain in compliance with its
financial covenant. The company's next significant debt maturity is
$687 million outstanding in unsecured notes due in 2027. The term
loan requires annual amortization payments of $16.875 million over
the next 12 months.
The Ba3 senior unsecured notes ratings, which are not guaranteed by
the company's subsidiaries, are rated one notch below the Ba2 CFR
to reflect their structural subordination to all liabilities and
obligations of SCI's operating subsidiaries, including the
unsecured subsidiary guarantees of SCI's senior unsecured bank
credit facility. The unsecured credit facility, consisting of a
$650 million term loan (current outstanding balance) due January
2028 and a $1.5 billion revolving credit facility expiring in
January 2028, is rated Baa3. This is two notches above the Ba2 CFR,
highlighting its seniority in the capital structure due to the
unsecured guarantees of the company's principal operating
subsidiaries.
The stable outlook reflects Moody's expectations for modest revenue
and EBITDA growth, a debt-to-EBITDA around 4x, a strong liquidity
profile, and opportunistic financial strategies.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if SCI demonstrates profitable
revenue growth of at least 4% per annum, maintains debt-to-EBITDA
at around 3.5x, and sustains its free cash flow-to-debt above 10%.
The ratings could be downgraded if SCI exhibits weaker than
expected operating performance, with EBITA margins sustained below
17%, adopts a more aggressive financial policy leading to a
debt-to-EBITDA consistently above 4.5x, maintains free cash
flow-to-debt in a low-single-digit percentage range, or experiences
a deterioration in its liquidity profile.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Service Corporation International (NYSE: SCI) is North America's
largest provider of funeral, cemetery and cremation products and
services, catering to both at-need and pre-need arrangements. The
company operates an industry-leading network of 1,490 funeral
service locations and 492 cemeteries, including 306 funeral
service/cemetery combination locations, as of June 30, 2024.
Moody's anticipate revenue of about $4.3 billion in 2025.
SERVICE CORP: S&P Rates $800MM Senior Unsecured Notes 'BB'
----------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level and '5' recovery
ratings to Service Corp. International's (SCI) proposed $800
million senior unsecured notes. The '5' recovery rating indicates
its expectation for modest (10%-30%; rounded estimate: 20%)
recovery in the event of a payment default.
SCI intends to use the proceeds from these notes to repay amounts
outstanding under its revolving credit facility, which had roughly
$855 million drawn as of its second quarter ended June 30, 2024.
S&P said, "We believe this transaction is largely leverage neutral
and strengthens its liquidity position. The increase in debt over
time is included in our base case assumptions as the company
increases EBITDA both organically and through acquisitions. Our
'BB+' issuer credit rating and stable rating outlook on SCI reflect
the company's narrow but leading market position as a provider of
funeral and cemetery services. The company has a publicly stated
net leverage target range of 3.5x-4.0x, and we expect its S&P
Global Ratings-adjusted leverage will remain in the mid-3x to
low-4x area over the next couple of years."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- SCI's capital structure consists of a senior unsecured $1.5
billion revolving credit facility and a $675 million senior
unsecured term loan (both not rated), which are guaranteed by the
company's domestic subsidiaries. In addition, the company has about
$3.9 billion of senior unsecured notes without subsidiary
guarantees. S&P also includes SCI's approximately $80 million of
mortgage and other debt as a priority claim.
-- For the company to default, S&P estimates EBITDA would need to
decline significantly, representing a dramatic devaluation of SCI's
funeral home and cemetery assets stemming from a period of
prolonged economic weakness and adverse changes in the regulatory,
legal, and/or competitive environment.
-- S&P has valued the company as a going concern, using a 5.5x
multiple of its projected emergence EBITDA.
-- The recovery rating on the senior unsecured notes is '5,'
indicating expectations for modest (10%-30%; rounded estimate: 20%)
recovery in the event of a payment default.
Simulated default assumptions
-- Simulated year of default: 2029
-- EBITDA at emergence: $530 million
-- EBITDA multiple: 5.5x
Simplified waterfall
-- Net recovery value for waterfall after 5% administrative
expenses: $2.77 billion
-- Obligor/nonobligor valuation split: 95%/5%
-- Estimated priority claims: $80 million
-- Estimated guaranteed senior unsecured claim: $1.87 billion
-- Value available to guaranteed senior unsecured claim: $2.69
billion
-- Estimated non-guaranteed senior unsecured claim: $3.98 billion
-- Value available for subordinated debt claim: $830 million
--Recovery expectations: 10%-30% (rounded estimate: 20%)
Note: Debt claims include six months of prepetition interest.
SIXTH STREET XXVI: S&P Assigns BB- (sf) Rating on Class E Notes
---------------------------------------------------------------
S&P Global Ratings assigned its ratings to Sixth Street CLO XXVI
Ltd./Sixth Street CLO XXVI LLC's floating-rate debt.
The debt issuance is a CLO securitization governed by investment
criteria and backed primarily by broadly syndicated
speculative-grade (rated 'BB+' or lower) senior secured term loans.
The transaction is managed by Sixth Street CLO XXVI Management
LLC.
The ratings reflect S&P's view of:
-- The diversification of the collateral pool;
-- The credit enhancement provided through subordination, excess
spread, and overcollateralization;
-- The experience of the collateral manager's team, which can
affect the performance of the rated notes through portfolio
identification and ongoing management; and
-- The transaction's legal structure, which is expected to be
bankruptcy remote.
Ratings Assigned
Sixth Street CLO XXVI Ltd./Sixth Street CLO XXVI LLC
Class A, $310.00 million: AAA (sf)
Class B, $70.00 million: AA (sf)
Class C (deferrable), $30.00 million: A (sf)
Class D1 (deferrable), $30.00 million: BBB- (sf)
Class D2 (deferrable), $5.00 million: BBB- (sf)
Class E (deferrable), $15.00 million: BB- (sf)
Subordinated notes, $50.00 million: Not rated
SMALLHOLD INC: Exits Bankruptcy, Launches Partner Farm Network
--------------------------------------------------------------
Smallhold Inc., a Certified B-Corp and national leaders in organic
specialty mushrooms, announced completion of its restructuring
process and exit from Chapter 11 (subchapter V). Smallhold's
emergence from Chapter 11 is led by investment from existing
shareholder Monomyth Group.
"This marks a new chapter in the growth and future of Smallhold,"
said Chip Dunn, Founder & CEO of Monomyth Group. "The Smallhold
team has built the leading specialty mushroom brand in the US. We
have now put in place changes needed to execute on that vision. We
are focused on evolving and scaling our national operations to
deliver the same category-leading products and service through a
profitable business model."
As part of this broader reorganization, the co-founders of
Smallhold both resigned from their respective positions in February
2024, leaving behind a remarkable leadership team to shepherd
Smallhold through this in-court restructuring. Early in the
reorganization process, Smallhold also made the difficult decision
to close its farms in Texas, New York and California to focus
immediately on securing the brand value built over the last seven
years.
With these closures, Smallhold shifted to a partnership model,
working with independent, Certified Organic farms across the
country to build a more diverse and resilient supply chain. This
approach is built upon the bedrock principle that first inspired
Smallhold: distributed network farming. Through its regional
partner farm network, the company is improving supply chain
efficiency, lengthening shelf life for fresh mushrooms at stores
and future-proofing the overall business.
The Smallhold team remains focused on growing its portfolio of
value-added packaged products, designed to rescue surplus and
imperfect mushrooms in its supply chain, with an ultimate goal of
inspiring and deepening appreciation for mushrooms in North
America.
Currently Smallhold Mushrooms can be found on the shelves of over
700 retail locations, including nationwide at Whole Foods Market
stores, as well as Sprouts on the West Coast and Central Market
stores in Texas.
"We could not have gotten through this challenging time without the
unwavering support and commitment from our retailers and
customers," said Aurora Porter, Smallhold Chief Sales Officer.
"Their support is a testament to our years-long partnerships and
their values-driven approach with vendors. We are incredibly
excited to expand our partner farm network, make strategic
investments, and continue to grow the mushroom category with the
support of our community."
Throughout the six-month reorganization process, the company has
been run by a small, dedicated group of the existing leadership
team, complemented by interim support and advisors. "Smallhold is
emerging stronger and more resilient than ever. The team has worked
tirelessly to preserve the company's brand and values," said Shawn
Bray, Smallhold Director of HR and People. "Smallhold has a bright
future ahead." As originally planned and under the conditions of
the Court-approved reorganization, PTO to former employees has been
paid.
The Smallhold mission remains unchanged: eat more mushrooms. By
partnering with farmers in communities across the country,
Smallhold will always strive to help people connect with their
food, environment and fungi.
Court filings and other documents related to the reorganization
proceedings are available on a separate website administered by the
Company's claims agent, Epiq, at
https://dm.epiq11.com/case/smallhold/info or www.deb.uscourts.gov,
the official Bankruptcy Court website. The Company will continue to
provide regular updates as specific elements of its strategic plan
and Chapter 11 filing meet targeted milestones.
About Smallhold Inc.
Smallhold, Inc. is a specialty mushroom company based in Brooklyn,
N.Y. It operates indoor mushroom farms in New York City, Austin,
and Los Angeles.
The Debtor filed Chapter 11 petition (Bankr. D. Del. Case No.
24-10267) on February 18, 2024, with $10 million to $50 million in
assets and $1 million to $10 million in liabilities. James Dunn,
chairman, signed the petition.
Judge Craig T. Goldblatt oversees the case.
James C. Barsalona II, Esq., and Joseph C. Barsalona II, Esq., at
Pashman Stein Walder Hayden, P.C. represent the Debtor as legal
counsel.
John D. Elrod, Esq., and Dennis A. Meloro, Esq., at Greenberg
Traurig, LLP, serve as counsel to Monomyth Sponsor Group, LLC, the
DIP lender.
SMC ENTERTAINMENT: Signs LOI to Acquire Bateau Asset Management
---------------------------------------------------------------
SMC Entertainment, Inc. announced Sept. 9 that it has entered into
a Letter of intent ("LOI") to acquire a 100% interest in
Australia-based Bateau Asset Management, a boutique global
investment manager. The acquisition will provide SMC with an
initial presence in the Southeast Asia Fintech market.
Since 2016, Bateau has offered an absolute-return investment
philosophy delivered by a multi-manager approach to investing.
Services include investment research and education with the
objective of providing clients with rigorously constructed absolute
return portfolios that they can understand.
Bateau serves over 150 clients, all high-net-worth individuals. It
maintains an experienced advisory team based in Perth, Australia
and Singapore which is supported by a robust compliance and
corporate governance team. Currently Bateau manages $20 million
AUD$ in assets under management ("AUM"). Bateau is in discussions
with multiple potential financial service businesses to increase
their account base and money under management.
Under the terms of the Agreement, SMC will acquire 100% of Bateau
in an all-stock transaction. SMC will issue shares of its Series C
Preferred stock to Bateau's shareholders valued at US$14 million.
Barring any subsequent delays outside of the parties' control, SMC
expects to close the Bateau transaction in September 2024. SMC
will proceed to a definitive agreement and make the agreement
details available in a Form 8-K to be filed with U.S. Securities
and Exchange Commission on www.sec.gov.
"I am extremely excited to announce this LOI for our first
international acquisition. Bateau provides SMC with a tremendous
opportunity to initially position our Chaintrade.AI platform in one
of the world's most dynamic markets, "stated Erik Blum CEO of SMC
Entertainment. "This is the start of our international financial
services division. Once closed we will use the infrastructure from
Bateau to deploy Chaintrade.AI internationally. We look forward to
deploying our AI model to the increasingly complex capital needs of
clients around the world. Bateau is a perfect example of an
accretive and professionally managed acquisition that is scalable
and auditable. We believe we can use our foundational AI to help
the advisory team grow the AUM from its current levels to over $100
AUM within the next 2 years. We look forward to executing on plan
and delivering long-term value for our shareholders."
Stuart Haley, managing director at Bateau, commented: "SMC offers
Bateau an optimal partnership for growing our business and
investing in complementary AI/ML strategies that would leverage our
platform. We look forward to collaborating closely with our new
partners, drawing on our new collective strengths, as we expand
together into new strategies and complementary products across
geographies."
About SMC
Boca Raton, Fla.-based SMC Entertainment Inc. --
http://www.smceinc.com/-- is a versatile holding company focused
on acquisition and support of proven commercialized financial
services and technology (Fintech) companies. SMC's
multi-discipline growth by acquisition approach is to enhance
revenues and shareholder equity.
Lagos, Nigeria-based Olayinka Oyebola & Co., the Company's auditor
since March 2022, issued a "going concern" qualification in its
report dated April 15, 2024, citing that the Company suffered an
accumulated deficit of $17,560,687, net loss of $1,560,683 and a
negative working capital of $3,393,255. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
SMILEDIRECTCLUB: Founders Want Litigation Funding Bid Blocked
-------------------------------------------------------------
Alex Wolf of Bloomberg Law reports that the founders of shuttered
dental alignment company SmileDirectClub Inc. urged a Texas
bankruptcy judge to block an appointed trustee from taking on
litigation finance to fund lawsuits against them.
SmileDirectClub's liquidating estate owes more than $28 million in
senior secured debt to its founders on account of emergency loans
they provided to the company after it crashed into bankruptcy last
2023, Bloomberg Law reports.
A pending request by Chapter 7 trustee Allison D. Byman to borrow
an undisclosed amount from litigation funder Omni Bridgeway
Management (USA) LLC would violate the existing loan agreement, the
founders said in an objection filed Thursday, September 5, 2024.
About SmileDirectClub Inc.
SmileDirectClub, Inc. (Nasdaq: SDC) --
http://www.SmileDirectClub.com/-- was an oral care company and
creator of the first medtech platform for teeth straightening.
Through its cutting-edge telehealth technology and vertically
integrated model, SmileDirectClub said it was revolutionizing the
oral care industry. SmileDirectClub was headquartered in
Nashville,
Tennessee.
SmileDirectClub and its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No.
23-90786) on Sept. 29, 2023. In the petition signed by its chief
financial officer, Troy Crawford, SmileDirectClub disclosed
$498,712,000 in assets and $1,051,823,000 in liabilities.
Judge Christopher M. Lopez oversaw the cases.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International, LLP as general bankruptcy counsel; Jackson Walker,
LLP, as local bankruptcy counsel; Centerview Partners, LLC as
financial advisor and investment banker; FTI Consulting, Inc., as
restructuring advisor; and Kroll Restructuring Administration, LLC,
as notice and claims agent.
* * *
On Jan. 26, 2024, the Debtors' cases were converted to Chapter 7
liquidation. Judge Christopher Lopez denied a motion by the
Debtors seeking approval of a sale of their remaining assets to
their DIP lenders followed by a structured dismissal of the cases.
Judge Lopez ordered a conversion to Chapter 7 instead, after
finding that that the proposed sale, followed by a dismissal, went
"too far" for the court to find that it was in the best interest of
creditors.
Allison D. Byman was appointed as Chapter 7 Trustee.
SMITH GLOBAL: Sec 341(a) Meeting of Creditors on Sept. 24
---------------------------------------------------------
Smith Global Media Inc. filed Chapter 11 protection in the Central
District of California. According to court documents, the Debtor
reports $2,575,126 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
Sept. 24, 2024 at 9:30 a.m. in Room Telephonically on telephone
conference line: 1-866-902-1354. Participant access code: 7380000.
About Smith Global Media Inc.
Smith Global Media Inc. serves as a source for home theater and
media content. The Company is passionate about transforming living
spaces into immersive entertainment hubs, providing expert
insights, reviews, and the latest trends in the world of home
theaters.
Smith Global Media Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11390) on August 21,
2024. In the petition filed by Harry Smith, as CEO, the Debtor
reports total assets of $75,001 and total liabilities of
$2,575,126.
The Honorable Bankruptcy Judge Martin R. Barash oversees the case.
The Debtor is represented by:
Vernon L. Ellicott, Esq.
LAW OFFICE OF VERNON L. ELLICOTT
2625 Townsgate Road, Suite 330
Westlake Village, CA 91381
Tel: 18054466262
Email: vle@vlelaw.com
SONIC AUTOMOTIVE: Moody's Affirms Ba2 CFR, Outlook Remains Stable
-----------------------------------------------------------------
Moody's Ratings affirmed ratings of Sonic Automotive, Inc.'s
including its Ba2 corporate family rating, Ba2-PD probability of
default rating and B1 senior unsecured notes ratings. The outlook
is maintained at stable. The speculative grade liquidity rating
(SGL) remains unchanged at SGL-2.
The affirmation reflects Sonic's reasonable 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 Sonic will be able to maintain
moderate leverage and good liquidity despite the gross profit
pressure.
RATINGS RATIONALE
Sonic's Ba2 corporate family rating recognizes its material scale
and 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. Sonic is generally well diversified through the US,
although there is some concentration in the Southwest. Sonic 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).
Overall, vehicle availability has materially improved and has
placed downward pressure on Sonic's gross profit per vehicle (GPU)
for both new and used vehicles. The Ba2 rating reflects that
Moody's expect Sonic 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 Sonic has the ability
to successfully manage the deterioration in gross profit per
vehicle as inventories normalize such that credit metrics will
remain favorable with at least good liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if operating performance remains strong
and financial strategy remains balanced, such that debt/EBITDA is
sustained below 3.5 times, EBIT/interest is sustained above 5 times
and liquidity remains at least good.
Ratings could be downgraded in the event operating performance
deteriorated or a more aggressive financial strategy resulted in
debt/EBITDA sustained above 4.5 times or EBIT/interest was
sustained below 3.0 times or liquidity were to weaken.
Headquartered in Charlotte, NC, Sonic Automotive, Inc. is a leading
auto retailer with 106 franchised dealerships, 18 EchoPark
locations, 25 brands, 16 collision repair centers and 13
powersports locations. For the LTM period ending June 30, 2024,
revenue was about $14.0 billion. Sonic is a public company with a
controlling interest held by the Smith family.
The principal methodology used in these ratings was Retail and
Apparel published in November 2023.
SOUTH HILLS: Nursing Homes Sale at Risk Due to Rising Closures
--------------------------------------------------------------
Zahida Siddiq of Skilled Nursing News reports that sale of 15
bankrupt nursing homes in danger due to increasing closures,
thereby putting more nursing home residents at risk of
displacement.
The sale is part of a financial reorganization plan of the nursing
homes' former owner South Hills Operations, a New York-based
nursing home operator currently undergoing Chapter 11 bankruptcy.
South Hills filed for voluntary protection from creditors May 17,
2024 under Chapter 11 of the U.S. Bankruptcy Code.
On Wednesday, September 4, 2024, the U.S. Department of Justice
(DOJ) entered a $35.8 million judgment against South Hills
Operations in Pittsburgh's bankruptcy court, emphasizing South
Hills was "jointly and severally liable" for underpaying its
workers. A judge ruled earlier that South Hills Operations had
"acted with malicious self-interest" in underpaying wages for 5,595
nursing home employees over a period of many years.
The nursing homes that could be impacted are located across seven
counties in Western Pennsylvania. Together, these 15 for-profit
nursing homes have a combined capacity of 2,046 patients.
The latest judgment follows a court ruling in July, in which four
nursing homes in the Pittsburgh area that were part of the South
Hills restructuring plan, succeeded in avoiding closure after an
agreement was reached to sell the properties to New York-based
WeCare Center.
The court eventually approved the sale of the four nursing homes to
WeCare, which operates 10 facilities between the two states, with
the condition that these facilities be sold "free and clear of all
liens, claims, encumbrances, and interests." The sale, initially
slated for completion on July 15, 2024, faced potential collapse if
not finalized. The bankruptcy court is scheduled to hold a hearing
next week to address the sale of the nursing homes, according to an
article in the Pittsburgh Post Gazette.
If the government's claim is upheld, the other facilities will also
be impacted.
This news comes amid a spate of closures and bankruptcies in
Pennsylvania. Residents at Mountain View Care and Rehabilitation
Center were relocated after its closure. Also, LaVie Care Centers,
which has 9 facilities in the state, filed for Chap. 11 in spring.
And last month, Guardian Healthcare, another long-term care
provider based in the state, also sought Chapter 11 protection,
affecting 19 nursing homes, pharmacies, and related businesses in
Pennsylvania and West Virginia.
About South Hills Operations
South Hills Operations, LLC and its affiliates operate 13 skilled
nursing facilities in Pennsylvania. While they do not have
identical ownership, there is substantial common ownership among
the various debtor entities, and they are affiliates of one
another.
The Debtors filed Chapter 11 petitions (Bankr. W.D. Pa. Lead Case
No. 24-21217) on May 17, 2024, with $1 million to $10 million in
assets and $10 million to $50 million in liabilities. Judge Carlota
M. Bohm oversees the cases.
The Debtors tapped Whiteford Taylor & Presto and Bass, Berry &
Sims, PLC as legal counsels; Ankura Consulting, LLC as
restructuring advisor; and Blueprint Healthcare Real Estate
Advisors, LLC and Cummings and Co. Realtors, LLC as financial
advisors.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Bernstein-Burkley, P.C.
Margaret Barajas is the patient care ombudsman appointed in the
Debtors' cases.
SQRL SERVICE: Landlord Cameron Seeks Relief from Stay
-----------------------------------------------------
Isaac Monterose of Law360 reports that the landlords of 30 SQRL
fuel station and convenience store locations are urging a Texas
federal bankruptcy court to allow them to avoid an automatic stay
that they allege is blocking them from taking ownership of the SQRL
locations for themselves.
Cameron Property Company, LLC and certain of its affiliates filed a
motion with the bankruptcy court seeking confirmation of the
absence of the automatic stay or in the alternative, seeking relief
from the automatic stay.
SQRL Service Stations, LLC ("SQRL") is the former lessee under
various lease
agreements with the Landlords, all of which were rightfully
terminated prepetition. SQRL and its owner, Gas Hub Investments LLC
("Gas Hub"), have repeatedly and improperly frustrated the
Landlords' efforts to obtain possession of their properties that
are being wrongfully possessed by SQRL. Prior to the filing of this
case, a single petitioning creditor, SQRL"s current owner Gas Hub,
improperly filed an involuntary bankruptcy case in Arkansas against
SQRL (the "Involuntary Bankruptcy Case"). As a result, the
Landlords were forced to halt certain lawful pending actions in
Texas, Florida, Oklahoma and Arkansas against SQRL to obtain
possession of certain of their properties, including a pending
damages action in Florida against SQRL for its breaches of its
terminated leases with the Landlords. Movants recently obtained,
by consent, entry of an order lifting the automatic stay in the
Involuntary Case (and such case has now been dismissed) that
provided for the same relief requested herein. The dismissal of the
Involuntary Bankruptcy Case contemplated SQRL potentially filing
its own voluntary bankruptcy case.
Given that a second bankruptcy filing could potentially cause the
Landlords further delay, the Landlords wanted assurances they could
proceed with their state court efforts to obtain possession of the
properties. At a recent hearing in the Involuntary Bankruptcy
Case, counsel for SQRL's owner, Gas Hub, represented to the
Arkansas Bankruptcy Court that should SQRL file another bankruptcy
case, they would agree that the consent order would apply. SQRL
and Gas Hub are now taking the position that the consent order
entered in the Involuntary Bankruptcy Case is of no effect, that
they are unwilling to honor Gas Hub’s representation to the
Arkansas Bankruptcy Court, and instead that the automatic stay
somehow applies.
Accordingly, the filing of the instant Bankruptcy Case and
SQRL's/Gas Hub's
unwillingness to honor the consent order compels Movants to file
another motion out of an abundance of caution requesting entry of
an order finding the automatic stay inapplicable because SQRL's
leasehold interests under the various lease agreements with the
Landlords were rightfully terminated prepetition and therefore are
not property of SQRL's estate. In the alternative, to the extent
this Court determines that the automatic stay applies, Movants
further request an order from the Court lifting the automatic stay
for cause under Section 362(d)(1) of the Bankruptcy Code and under
Section 362(d)(2) of the Bankruptcy Code because SQRL has no equity
in the subject properties and such properties are not necessary to
an effective reorganization.
Counsel for Cameron Property Company, LLC and Certain of its
Affiliates:
O'MELVENY & MYERS LLP
Scott P. Drake
Gregory M. Wilkes
Laura Smith
Emma Jones
2801 North Harwood Street, Suite 1600
Dallas, Texas 75201
Telephone: (972) 360-1925
E-mail: sdrake@omm.com
E-mail: gwilkes@omm.com
E-mail: lsmith@omm.com
E-mail: eljones@omm.com
About SQRL Service Stations
SQRL Service Stations is a convenience store chain.
SQRL Service Stations sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-32457) on August 16,
2024. In the petition filed by Jamal Hizam, as managing member, the
Debtor reports estimated assets between $10 million and $50 million
and estimated liabilities between $1 billion and $10 billion.
The Honorable Bankruptcy Judge Stacey G. Jernigan oversees the
case.
The Debtor is represented by:
Joyce Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
1412 Main Street, Suite 500
Dallas TX 75202
Tel: (972) 503-4033
Email: joyce@joycelindauer.com
STEWARD HEALTH: Centurion to Auction Carney, Nashoba Valley Assets
------------------------------------------------------------------
Centurion Service Group, an industry-leading medical equipment
life-cycle company, has been selected to auction all medical and
non-medical assets by Order of the U.S. Bankruptcy Court case no.
24-90213, assets of Carney Hospital in Dorchester, MA & Nashoba
Valley Medical Center in Ayer, MA.
All medical and non-medical assets will be sold on a timed online
auction scheduled for Thursday, September 12 at 9 a.m. CST, Monday,
September 16 at 9 a.m. CST, and Tuesday, September 17 at 9 a.m.
CST.
A large inventory of medical assets will be available for auction.
This includes state of the art radiology equipment, such as a 2006
Siemens Magnetom Avanto 1.5T Mobile MRI in a 2006 AK Specialty
Vehicle Trailer, (2) GE OEC Elite 9900 C-Arms, and (2) Hologic
Selenia Dimensions 3D Mammography Systems. Various pieces of
medical equipment will also be available for purchase, including
Multiple Olympus 190 Endoscopy Systems, Mizuho OSI 6875 HANA Table,
(3) Steris 4085 OR Tables, 300+ Sets of Surgical Instrumentation,
serval hundred Infusion Pumps with Modules, and much more. An
extensive selection of surgical instruments will also be
available.
With over 10,000 pieces of used medical equipment sold every month,
Centurion auctions are the ideal one-stop-shop for acquiring a wide
range of medical equipment.
Individuals interested in bidding and purchasing items from the
closure of Carney Hospital and Nashoba Valley Medical Center should
register at centurionservice.com/closure-auctions. Once the
registration is reviewed and approved, individuals will have access
to view the live sale.
About Centurion Service Group
Centurion Service Group: A TRIMEDX Company is a leading medical
equipment life-cycle company, partnering with healthcare facilities
to create a hassle-free, full-cycle, service-focused solution to
extend the life and value of surplus medical equipment. Centurion
develops strategies for medical equipment disposition -- to pick
up, transport, warehouse, and sell surplus medical equipment at
auction. Centurion is your partner in the capital equipment
process.
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. Tex. 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: Ends Partnership With MPT, Transfers 15 Hospitals
-----------------------------------------------------------------
Medical Properties Trust, Inc. announced that it reached a global
settlement agreement with Steward Health Care System, its secured
lenders and the Unsecured Creditors Committee that restores MPT's
control over its real estate, severs its relationship with Steward
and facilitates the immediate transition of operations to quality
replacement operators at 15 hospitals around the country.
Regarding the settlement, the Company issued the following
statement:
"From our initial underwriting of these properties, MPT has
strongly believed in the mission critical nature of these hospitals
as well as their cash flow potential under the right management.
Throughout Steward's lengthy restructuring process, our focus has
been on supporting efforts to bring quality replacement operators
into each of these facilities. That is why we consented to Steward
marketing our real estate alongside operations as part of the
bankruptcy sales process. And it is why we have worked around the
clock for the past several weeks to facilitate a consensual
resolution following Steward's motion to reject our lease.
We have been working tirelessly to identify replacement operators
and negotiate new lease terms, and we have been encouraged by the
enthusiasm and eagerness of multiple operators to manage these
important facilities despite declines in Steward's operations
during its restructuring process. As a result, we were able to
rapidly come to terms with several new tenants. We have also
collaborated closely with state regulators to put orderly
transition plans in place that would avoid hospital closures,
protect jobs, and ensure continuity of care for patients.
We believe this global settlement is a positive outcome for all
stakeholders. By replacing Steward, we are better positioned to
protect the critical function of these facilities for the benefit
of their communities and the value of our real estate for the
benefit of our shareholders."
The settlement agreement involves 23 hospitals previously operated
by Steward which will remain following the anticipated "Space
Coast" transaction described later in this press release. MPT has
already reached definitive agreements with four tenants to
immediately lease and operate 15 hospitals in Arizona, Florida,
Louisiana, Ohio and Texas, as summarized in the following table:
OPERATOR REGION(S) OPERATOR DESCRIPTION HEALTHCARE SYSTEMS
Southeast Florida (5), A community-based hospital system OF AMERICA
East Texas (2), based in Los Angeles, CA Louisiana (1) affiliated
with American Hospital Systems, which currently operates four acute
care hospitals HONOR HEALTH Arizona (3) A non-profit, local
community healthcare system serving the greater Phoenix area with a
network encompassing acute-care hospitals, an extensive medical
group, outpatient surgery centers, a cancer care network, clinical
research, and more QUORUM HEALTH West Texas (2) A leading operator
of general acute care hospitals and outpatient services with a
diversified portfolio in rural and mid-sized markets across the
United States INSIGHT HEALTH Ohio (2) A physician-led provider of
community-based, patient-centric care
Effective September 11, 2024, these replacement operators will be
the beneficiaries of operating revenue and have responsibility for
the expenses of the hospitals each will manage for Steward on an
interim basis until purchase agreements can be finalized with
Steward with respect to the operations.
Based on the new lease agreements already in place, MPT expects to
receive aggregate annualized cash rental payments of approximately
$160 million on this portfolio's approximate $2.0 billion lease
base upon stabilization in the fourth quarter of 2026, including
the impact of each lease's contractual minimum annual escalator.
This represents approximately 95% of the cash rent Steward would
have contractually owed for the same assets in the fourth quarter
of 2026, based on minimum rent escalators. The weighted average
initial term of the leases is approximately 18 years.
To expedite the re-tenanting process and minimize any disruption to
patient care as new operators are ramping up, cash rent payments
will not be due for the remainder of 2024 for all 15 properties.
Cash rent payments are generally expected to commence in the first
quarter of 2025, reach approximately 50% of aggregate fully
stabilized rent by the end of 2025 and achieve full stabilization
in the fourth quarter of 2026.
In addition, MPT is in active discussions regarding solutions
related to its ongoing Norwood, Massachusetts and Texarkana, Texas
construction projects, as well as, separately, four hospitals
closed well before Steward's bankruptcy and two that recently
closed or otherwise became subject to uncertainty during the
restructuring process. These six facilities have an aggregate lease
base of approximately $300 million.
Under the terms of the agreement, MPT has consented to the sale of
three "Space Coast" Florida hospitals to Orlando Health, with a
substantial portion of the proceeds being transferred to Steward.
In turn, Steward and its other stakeholders have relinquished all
rights to any further allocation of value from transactions related
to any other hospital remaining in the portfolio as of September
11, 2024. Further, upon completion of the transition process for
the hospitals, the parties have agreed to mutually dismiss claims
against each other and exchange broad general releases including
for MPT's loans and deferred rent.
The Bankruptcy Court has scheduled a hearing for Tuesday, September
17, for consideration and approval of a final order confirming the
settlement. The agreement also remains subject to the completion of
Steward's sales to the replacement operators and approval by
relevant state and local regulators.
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.
SUCCESS VILLAGE APARTMENTS: Seeks Chapter 11 Amid Takeover Row
--------------------------------------------------------------
Brian Steele of Law360 reports that the management of Success
Village Apartments Inc. has filed for Chapter 11 bankruptcy
protection in the District of Connecticut, citing between $1
million and $10 million in debt, amid court battles with local
communities and utility companies that sought to force the 900-unit
housing cooperative into receivership.
About Success Village Apartments Inc.
Success Village Apartments Inc. -- https://www.svanow.com/ -- is an
apartment complex in Bridgeport, Connecticut.
Success Village Apartments Inc. sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Ct. Case No. 24-50624) on
September 6, 2024. In the petition filed by Tyreke Bird, as
president, the Debtor reports estimated assets and liabilities
between $1 million and $10 million each.
The Honorable Bankruptcy Judge Julie A. Manning oversees the case.
The Debtor is represented by:
Andre Cayo, Esq.
2777 Summer St.
Stamford CT 06905
Tel: 203-517-0416
Email: CayoLaw@gmail.com
SUNPOWER CORP: Complete Solar Raises Asset Acquisition to $40.5MM
-----------------------------------------------------------------
Complete Solar Holdings, Inc. d/b/a Complete Solar, a solar
technology, services, and installation company, announced that it
had raised an additional $40.5 million to cover the remaining
closing costs of its $45 million bid to take over certain SunPower
(OTC: SPWRQ) business units without using incremental cash. The
vehicle to raise the funds was a convertible debenture with a 7%
coupon and a 25% conversion premium, bringing the "strike price" of
the underlying shares to $2.1375, based on the closing price of
$1.71. The board has authorized management to issue a limited
number of additional convertible debenture notes under the same
terms. The company said it has also created and registered a $30
million Equity Line Of Credit (ELOC) to address bidding escalation
in the auction.
Cantor Fitzgerald & Co., served as Sole Financial Advisor and
Placement Agent to Complete Solar, Arnold & Porter acted as legal
counsel to the Company in connection with the transaction and White
Lion Capital set up the ELOC.
T.J. Rodgers, Complete Solar CEO, said, "As the 'stalking horse'
bidder in a Chapter 11 bankruptcy, we are guaranteed the first bid
in SunPower's bankruptcy proceeding, and we have been allowed
limited access to a group of SunPower managers and executives,
including Tom Werner, former SunPower CEO, to create a plan for
SunPower's future. We showed that plan to selected investors under
a non-disclosure agreement, and they joined me in funding it."
Rodgers concluded, "The new SunPower envisioned in our plan will be
much smaller, employing about half the people on day one. Our Asset
Purchase Agreement allows Complete Solar to interview and even make
contingent offers to SunPower employees, but only directly and
without assistance from SunPower. We were therefore overjoyed that
when we activated our interviewing site last week, 1,925 SunPower
and Blue Raven employees signed up within a few hours. This will
help insure that SunPower, founded in 1985, remains a flagship
solar company and will continue to play a pivotal role in providing
pollutionless power for American homes, only five percent of which
have solar today."
Dick Swanson, the Founding CEO of SunPower, said, "I first
connected with T.J. Rodgers in 2000 when he personally invested in
SunPower and helped us build an automated solar cell line in the
Philippines. T.J. was actually our chairman when we went public in
2005 and helped build SunPower into the highly regarded company it
became. I've reviewed his plan to build a New SunPower and invested
in it."
About Complete Solar
Complete Solar is a solar company and end-to-end customer offering,
which includes financing, project fulfilment and customer service.
Complete Solar's digital platform together with premium solar
products enable one-stop service for clean energy needs for
customers wishing to make the transition to a more energy-efficient
lifestyle. For more information visit https://www.completesolar.com
and follow us on LinkedIn.
About SunPower
Headquartered in Richmond, California, SunPower (NASDAQ: SPWR) --
https://www.sunpower.com/ -- is a residential solar, storage, and
energy services provider in North America. SunPower offers solar +
storage solutions that give customers control over electricity
consumption and resiliency during power outages while providing
cost savings to homeowners.
SunPower Corporation and nine of its affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del., Lead
Case No. 24-11649) on August 5, 2024. In the petition signed by
Matthew Henry as chief transformation officer, the Debtors
disclosed total assets of $1,219,276,283 and total debts of
$1,119,141,312 as of December 31, 2023.
The Debtors have engaged Richards, Layton & Finger, P.A. and
Kirkland & Ellis LP as bankruptcy counsel. Alvarez & Marsal North
America, LLC serves as financial advisor to the Debtors. Moelis &
Company LLC acts as investment banker to the Debtors, and Epiq
Systems Inc. acts as notice and claims agent.
SUPOR PROPERTIES: Affiliate to Sell Property to Ambient for $17M
----------------------------------------------------------------
JS Realty Properties, LLC, an affiliate of Supor Properties
Enterprises, LLC, asked the U.S. Bankruptcy Court for the District
of New Jersey to approve the sale of its real property to Ambient
Capital Partners, LLC.
Ambient offered $17 million for the property located at 401 Supor
Blvd., Harrison, N.J.
In addition to the purchase price, Ambient will pay at closing a 1%
buyer's premium to CBRE, Inc., JS Realty's real estate broker.
Ambient submitted the $17 million offer consistent with the bid
rules approved by the bankruptcy court on April 29.
The $17 million bid was the only bid received that was solely for
the Harrison property. Other bids received by JS Realty involve
multiple properties, which included the Harrison property.
"Taken as a whole, those proposals were less favorable than the $17
million bid by Ambient for several reasons, including various
contingencies contained in some offers, the net amounts that would
be realized, and the proposed timing of the proposed transactions,"
Michael Holt, Esq., attorney for JS Realty.
In consultation with its lenders, JS Realty decided to remove the
properties from the potential auction and to enter into a private
transaction with Ambient.
JS Realty expects the closing to occur on or before Sept. 30.
About Supor Properties Enterprises
Supor Properties Enterprises, LLC is a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)). The company is based in
Kearny, N.J.
Supor Properties Enterprises and its affiliates filed Chapter 11
petitions (Bankr. D. N.J. Lead Case No. 24-13427) on April 2, 2024.
In the petition, Supor Properties Enterprises disclosed $100
million to $500 million in assets and $50 million to $100 million
in liabilities.
Judge Stacey L. Meisel oversees the cases.
Michael E. Holt, Esq., at Forman Holt, represents the Debtors as
legal counsel.
SUPOR PROPERTIES: Selling Harrison Properties to H Capital for $48M
-------------------------------------------------------------------
Supor Properties Enterprises, LLC will ask the U.S. Bankruptcy
Court for the District of New Jersey at a hearing on Sept. 24 to
approve the private sale of real properties owned by the company
and its affiliates.
The properties are located at 1000 Frank E. Rodgers Boulevard,
Harrison, N.J.
The companies are selling the properties to H Capital Holdings, LLC
for $48 million. In addition to the purchase price, H Capital will
pay a 1% buyer's premium to CBRE, Inc., the companies' real estate
broker, at closing.
The companies previously proposed to sell the properties in an
auction pursuant to the bid rules approved by the bankruptcy court
on April 29. In consultation with the lenders, the companies
decided to remove the properties from the potential auction.
The properties are being sold "free and clear" of liens, claims,
interests and encumbrances except for the claims of the Harrison
Redevelopment Agency and the Town of Harrison under a redevelopment
agreement (RDA). The RDA gives the companies the right to redevelop
the properties.
There are no contingencies to H Capital's obligation to close title
other than an assignment of the RDA to the buyer.
Any cure amount owed to the HRA under the RDA will be paid by H
Capital at closing. Any outstanding real property taxes owed to the
town will be paid from the sale proceeds.
About Supor Properties Enterprises
Supor Properties Enterprises, LLC is a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)). The company is based in
Kearny, N.J.
Supor Properties Enterprises and its affiliates filed Chapter 11
petitions (Bankr. D. N.J. Lead Case No. 24-13427) on April 2, 2024.
In the petition, Supor Properties Enterprises disclosed $100
million to $500 million in assets and $50 million to $100 million
in liabilities.
Judge Stacey L. Meisel oversees the cases.
Michael E. Holt, Esq., at Forman Holt, represents the Debtors as
legal counsel.
T L C MEDICAL: U.S. Trustee Appoints Sandra Zervoudakis as PCO
--------------------------------------------------------------
Mary Ida Townson, the U.S. Trustee for Region 21, appointed Sandra
Zervoudakis as patient care ombudsman for T L C Medical Group,
Inc.
The appointment was made pursuant to the order from the U.S.
Bankruptcy Court for the Southern District of Florida on August 2.
Section 333 of the Bankruptcy Code provides that the patient care
ombudsman shall:
* Monitor the quality of patient care provided to patients of
the healthcare provider, to the extent necessary under the
circumstances, including interviewing patients and physicians;
* Not later than 60 days after the date of this appointment,
and not less frequently than at 60-day intervals thereafter, report
to the court after notice to the parties in interest, at a hearing
or in writing, regarding the quality of patient care provided to
patients of the healthcare provider; and
* If such ombudsman determines that the quality of patient
care provided to patients of the healthcare provider is declining
significantly or is otherwise being materially compromised, file
with the court a motion or a written report, with notice to the
parties in interest immediately upon making such determination;
and
* Shall maintain any information obtained by such ombudsman
under section 333 of the Bankruptcy Code that relates to patients
(including information relating to patient records) as confidential
information. Such ombudsman may not review confidential patient
records unless the court approves such review in advance and
imposes restrictions on such ombudsman to protect the
confidentiality of such records.
Ms. Zervoudakis disclosed in a court filing that she is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The ombudsman may be reached at:
Sandra Zervoudakis, M.S., LMHC, CAP
6123 NW 31st Avenue
Boca Raton, FL 33496
Phone: (954)254-6773
Email: Sandra16m@yahoo.com
About T L C Medical Group
T L C Medical Group, Inc., a healthcare provider in Port St. Lucie,
Fla., provides diagnosis and treatment of heart and circulatory
disorders. The Debtor helps people suffering from a wide variety
of cardiac conditions, including heart disease, heart attack,
atrial fibrillation, and chest pain.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-17881) on August 1,
2024, with up to $50,000 in assets and up to $10 million in
liabilities. Anthony B. Lewis, president, signed the petition.
Judge Erik P. Kimball presides over the case.
Roderick Ford, Esq., at The Methodist Law Centre represents the
Debtor as bankruptcy counsel.
TABOR MANOR: Fine-Tunes Plan Documents
--------------------------------------
Tabor Manor Care Center, Inc., submitted a First Amended to Chapter
11 Plan of Reorganization.
The last sentence of Article II, Paragraph D, on Page 5 of the
First Amended is deleted in its entirety.
The First Amended Plan added this to the last paragraph of Article
III, Section D, Subparagraph 3, on Page 10: "A payment and
amortization schedule for the IME QAAF Claim is attached hereto as
Exhibit "A" and is incorporated by reference herein."
The Amended Plan does not alter the proposed treatment for
unsecured creditors and the equity holder:
* Class 6 Claims consist of the Allowed General Unsecured
Claims of the Debtor's creditors. Class 6 Creditors will receive 5%
of their Allowed Claim. Class 6 Claims are Impaired by the Plan.
Each Holder of a General Unsecured Class 6 Claim is entitled to
vote to accept or reject the Plan.
* Class 7 consists of Equity Interests of the shareholders of
the Debtor. The Equity Interests of the shareholders of the Debtor
will be unaffected by the Plan and will retain their Equity
Interests. Class 7 is Unimpaired and is deemed to have accepted the
Plan.
Payments and distributions to creditors under the Plan will be
funded from the use of cash on hand and the operation of its
skilled nursing home facility.
A full-text copy of the First Amended Plan of Reorganization dated
August 13, 2024 is available at https://urlcurt.com/u?l=GZj1iw from
PacerMonitor.com at no charge.
General Reorganization Counsel for the Debtor:
Jeffrey D. Goetz, Esq.
Brennan B. Eddie, Esq.
Dickinson, Bradshaw, Fowler & Hagen P.C.
801 Grand Ave. #3700
Des Moines, IA 50309
Tel: (515) 243-4191
About Tabor Manor Care Center
Tabor Manor Care Center, Inc., provides skilled nursing and
complementary and ancillary health care services in Fremont County,
Iowa counties. Tabor has approximately 46 beds in its Skilled
Nursing Facility.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Iowa Case No. 24-00636-lmj11) on May
8, 2024. In the petition signed by Chris Worcester, assistant
administrator, the Debtor disclosed up to $10 million in both
assets and liabilities.
Jeffrey D. Goetz, Esq., at Dickinson, Bradshaw, Fowler & Hagen, PC,
is the Debtor's legal counsel.
TAG FL LLC: Case Summary & One Unsecured Creditor
-------------------------------------------------
Debtor: TAG FL, LLC
13202 Triphammer Way
Orlando, FL 32828
Business Description: TAG FL is the owner of real property located
at 200 N. Harper Street, Laurens, SC 32819
valued at $1.5 million.
Chapter 11 Petition Date: September 13, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-04923
Judge: Hon. Lori V Vaughan
Debtor's Counsel: Kenneth D. Herron, Jr., Esq.
HERRON HILL LAW GROUP, PLLC
P.O. Box 2127
Orlando, FL 32802
Tel: 407-648-0058
Email: chip@herronhilllaw.com
Total Assets: $1,500,000
Total Liabilities: $2,944,095
The petition was signed by Tarek Aly as manager.
The Debtor listed Tarek Aly located at 14189 NW 29th Ave
Gainesville, FL, 32606, valued at $2.1 million.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/OOKHKVA/TAG_FL_LLC__flmbke-24-04923__0001.0.pdf?mcid=tGE4TAMA
TAMG REALTY: Schedules Auction for Office Building in Smyrna
------------------------------------------------------------
T.A.M.G. Realty, Inc. has scheduled an auction for its office
building in Smyrna, Ga., on Sept. 25, at 11:00 a.m. (Eastern
Time).
Bidders may attend the auction in person or via Zoom utilizing a
link to be provided by T.A.M.G.'s attorney.
To participate in the auction, bidders must provide a deposit of
not less than $100,000, proof of funds, among other bidding
requirements.
Any creditor holding a claim secured by the property, which has not
been disallowed prior to the auction, is entitled to credit bid at
the auction.
Three Stars Capital, LLC, the company's lender, is deemed to be a
qualified bidder. In case there are no cash bids for the property,
the lender may bid cash in an amount that is necessary to pay Cox
Radio, LLC and Cox Media Group, LLC's lien on the property; and a
credit bid in the amount of its total secured claim as of July 26.
The U.S. Bankruptcy Court for the Northern District of Georgia will
conduct a hearing to approve the sale to the winning bidder on
Sept. 25, beginning at 1:00 p.m. (Eastern Time) or immediately
following conclusion of the auction.
The sale hearing may also be attended via the court's virtual
hearing room.
The proposed sale is part of a negotiated resolution with Three
Stars, which has liens on the property.
In October last year, T.A.M.G. took out a loan for $2.9 million
from Three Stars. The company, however, missed some of its monthly
payments to the lender, which led the lender to begin foreclosure
proceedings against the property.
"This resolution addresses [T.A.M.G.'s] largest claims and will
maximize the value of the office building," Michael Robl, Esq., the
company's attorney, said in a court filing.
About TAMG Realty
TAMG Realty Inc. owns three properties in Georgia, having a total
current value of $4.7 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-54636) on May 6, 2024,
with $4,846,000 in assets and $4,867,038 in liabilities. Leon
Jones, Esq., at Jones & Walden, LLC, serves as Subchapter V
trustee.
Michael D. Robl, Esq., at Robl Law Group, LLC represents the Debtor
as bankruptcy counsel.
TERRA TECHNOLOGIES: Case Summary & 14 Unsecured Creditors
---------------------------------------------------------
Debtor: Terra Technologies, Inc.
f/d/b/a Bluegrass Paintball Adventures, Inc.
9841 Third Street Rd
Suite B
Louisville, KY 40272
Business Description: Terra Technologies offers a full-system
repair & service for lab equipment.
The Company's technicians cover virtually
every make, model and brand of lab
equipment, including peripherals.
Chapter 11 Petition Date: September 12, 2024
Court: United States Bankruptcy Court
Western District of Kentucky
Case No.: 24-32233
Debtor's Counsel: Tyler R. Yeager, Esq.
KAPLAN JOHNSON ABATE & BIRD LLP
710 West Main Street
Fourth Floor
Louisville, KY 40202
Tel: (502) 416-1630
Fax: (502) 540-8282
Email: tyeager@kaplanjohnsonlaw.com
Total Assets as of Sept. 7, 2024: $497,235
Total Liabilities as of Sept. 7, 2024: $1,130,632
The petition was signed by Michael Triplett as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 14 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/QO7RGHA/Terra_Technologies_Inc__kywbke-24-32233__0001.0.pdf?mcid=tGE4TAMA
TERVIS TUMBLER: Seeks Chapter 11 Bankruptcy Protection
------------------------------------------------------
John Corrigan of PPAI Media reports that drinkware supplier Tervis
(PPAI 110960, Standard-Plus), known for its insulated tumblers, has
filed for Chapter 11 bankruptcy.
In the promotional products industry, Tervis' product line is
carried by Koozie Group -- the No. 9 supplier in the PPAI 100.
The filing states that the North Venice, Florida-based company,
which doesn't disclose annual revenue figures, has total assets and
liabilities ranging from $10 to $50 million, Business Observer
reported.
"This difficult business decision was one that we made in order to
preserve the company's legacy and better the company for the future
to ensure its continued existence and operational success in the
decades to come," said Tervis Chairman Rogan Donelly.
Koozie Group CEO Pierre Montaubin tells PPAI Media that, despite
the bankruptcy filing, "it's business as usual with Tervis."
"We've been in close contact with them and will support them
through this next phase," Montaubin says. "Tervis is a fantastic
brand with a great legacy, and we expect its products to continue
to perform well in the promo market. "
What Caused Tervis' Bankruptcy?
Executives have cited several factors for the bankruptcy:
* A drop in consumer spending and a rise in operating
expenses due to inflation.
* A post-COVID spike was followed by a sharp decline
in e-commerce sales.
* Retail locations that have failed to recover from
the pandemic.
* The closure of its distribution facility in order to
sublease the property, "which has proven difficult."
* A "burdensome" lingering lawsuit filed in 2018 by a
previous supplier.
Another major challenge for Tervis has been adapting to the
stainless-steel drinkware trend, driven by competitors Yeti,
S'well, Hydro Flask and, most notably, Stanley.
Tervis entered the stainless on-the-go drinkware market in 2016,
but, officials say, "struggled to be competitive with larger brands
on price at retail locations, and didn't meet consumer expectations
on product quality regarding chipping and peeling until January
2023," Business Observer reported.
The third-generation family business, which was founded in 1946,
won't seek funding from outside investors to aid the company
post-bankruptcy, Donelly said.
However, layoffs are expected in the coming weeks.
Tervis currently has about 140 employees, down from some 200 last
fall and from its peak of 1,000 employees (including seasonal
workers) nearly a decade ago, Business Observer reported.
Recovery Plan
Tervis CEO Hosana Fieber says the projected time frame to exit
bankruptcy is three to six months.
"We have a thoughtful and executable plan in place to focus the
company's attention and resources back to our legacy product,"
Fieber said.
That plan includes launching a new product category of melamine –
a plastic often found in reusable utensils, dishes and cups – to
accompany its classic drinkware portfolio, Business Observer
reported.
"We didn't meet consumer standards when we went outside our initial
brand position and that’s what we need to get back to," Fieber
said. "We will focus on our classic portfolio while keeping our
current high quality, premium stainless product lineup."
About Tervis Tumbler Co.
Tervis Tumbler Co. -- https://www.tervis.com -- is a
third-generation American-owned and -operated company, renowned for
the durable construction of its drinkware, the timelessness of its
decorations & designs, and the insulation qualities.
Tervis Tumbler Co. sought relief under Chapter 11 of the U.S.
Bankruptcy Code IBankr. M.D. Fla. Case No. 24-05274) on September
5, 2024. In the petition filed by Hosana Fieber, as president/CEO,
the Debtor reports estimated assets and liabilities between $10
million and $50 million each.
The Honorable Bankruptcy Judge Roberta A Colton oversees the case.
The Debtor is represented by:
Steven M Berman, Esq.
Shumaker, Loop & Kendrick, LLP
201 Triple Diamond Blvd.
N Venice, FL 34275
TJ BEAR: Stephen Moriarty of Fellers Named Subchapter V Trustee
---------------------------------------------------------------
The U.S. Trustee for Region 14 appointed Stephen Moriarty, Esq., at
Fellers, Snider, Blankenship, Bailey & Tippens, P.C., as Subchapter
V trustee for TJ Bear Transportation, LLC.
Mr. Moriarty will be paid an hourly fee of $550 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Moriarty declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Stephen J. Moriarty, Esq.
Fellers, Snider, Blankenship, Bailey & Tippens, P.C.
100 N. Broadway, Suite 1700
Oklahoma City, OK 73102
Telephone: (405) 232-0621
Facsimile: (405) 232-9659
Email: smoriarty@fellerssnider.com
About TJ Bear Transportation
TJ Bear Transportation, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No.
24-12417) on August 27, 2024, listing $100,001 to $500,000 in
assets and $500,001 to $1 million in liabilities.
Judge Sarah A Hall presides over the case.
Ron Brown, Esq. at Brown Law Firm PC represents the Debtor as
counsel.
TLC KID'S CENTER: Sec. 341(a) Meeting of Creditors on Sept. 26
--------------------------------------------------------------
TLC Kid's Center Inc. filed Chapter 11 protection in the Western
District of Texas. According to court documents, the Debtor reports
$1,672,501 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
Sept. 26, 2024 at 10:00 a.m. in Room Telephonically on telephone
conference line: (866) 909-2905. participant access code:
5519921#.
About TLC Kid's Center Inc.
TLC Kid's Center Inc. is a family-owned pediatric therapy clinic
that offers occupational therapy, physical therapy, speech therapy,
Applied Behavioral Services (ABA), and feeding therapy.
TLC Kid's Center Inc. sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-51614)
on August 23, 2024. In the petition filed by Lloyd Dunn, as
authorized signatory and secretary, the Debtor reports total assets
of $237,655 and
total liabilities of $1,672,501.
The Honorable Bankruptcy Judge Craig A. Gargotta handles the case.
The Debtor is represented by:
Paul Steven Hacker, Esq.
HACKER LAW FIRM, PLLC
3355 Cherry Ridge Ste. 214
San Antonio TX 78230
Tel: (210) 595-2045
Email: steve@hackerlawfirm.com
TMD HOLDINGS: Unsecureds Will Get 5.33% of Claims in Plan
---------------------------------------------------------
TMD Holdings, LLC, filed with the U.S. Bankruptcy Court for the
Western District of Pennsylvania a Plan of Reorganization under
Subchapter V dated August 14, 2024.
The Debtor imports goods at wholesale prices and sells the products
at retail value. The Debtor is a Pennsylvania limited liability
company. It is owned 99% owned by Henry Wang and 1% owned by Zhen
Zhen Song.
Pre-Petition, the Debtor had a garnishment of insurance proceeds.
Those proceeds were critical to the continued operation of the
company. The Debtor has filed a complaint against a creditor in
this case to release a garnishment. The release of those funds will
allow the Debtor to have the cash flow that is necessary to operate
and sell goods.
The Plan proposes to pay administrative and priority claims in full
unless otherwise agreed. The Debtor estimates approximately 5.33%
will be paid on account of general unsecured claims pursuant to the
Plan.
General Unsecured Claims:
* Wang Administrative Loan. This Unsecured Class shall consist
of the Post-Petition Administrative Loan made by Henry Wang, which
was previously approved by this Court on a final basis on July 22,
2024. The Debtor and Henry Wang have agreed this will be a
revolving credit facility for next 180 days. This loan will be paid
in full by the end of the 180 days, if not paid sooner. This loan
will not incur any interest if repaid within the 180 days.
Thereafter, any unpaid principal will accrue interest at 6% per
annum.
* General Unsecured Claims. The total amount for this Class is
approximately $5,476,369.41. The Creditors in this Class will be
paid by regular monthly payments made by the Debtor and distributed
on a Quarterly basis. Beginning on the Plan Effective Date, the
Debtor will pay the Disbursing Agent a fixed monthly payment of
$2,500.00. Distributions to this Class will be made on a quarterly
basis. Each creditor will receive a pro rata distribution of all
funds distributed to the Class. This Class will not be entitled to
interest on their claims. The claims in this Class are not entitled
to post-petition interest, attorney's fees, or costs. This Class is
impaired.
* Subordinated Unsecured Claims. Subordinated Unsecured Claims
shall consist of all Allowed Claims held by Insiders or Affiliates
of the Debtor. Subordinated Unsecured Claims total $2,663,548.64.
This Class will not receive payments from the Debtor during the
Plan term. Once the Plan is completed, the Debtor agreed to by the
Parties.
Equity Interests will be retained under the Plan.
The Plan passes the Liquidation Test because the percentage
distribution to holders of General Unsecured Creditors under the
Plan is projected to be 5.33% whereas such Creditors are projected
to receive 0% in a hypothetical chapter 7 liquidation.
The Plan will be implemented through the continued operations of
the Debtor's business. The Debtor also has a business interruption
claim pending from its insurance provider and expects to collect
insurance proceeds in the future.
A full-text copy of the Plan of Reorganization dated August 14,
2024 is available at https://urlcurt.com/u?l=pnm1I3 from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Donald R. Calaiaro, Esq.
Calaiaro Valencik
938 Penn Avenue, Suite 501
Pittsburgh, PA 15222-3708
Tel: (412) 232-0930
Fax: (412) 232-3858
Email: dcalaiaro@c-vlaw.com
About TMD Holdings
TMD Holdings, LLC in Pittsburgh, PA, filed its voluntary petition
for Chapter 11 protection (Bankr. W.D. Pa. Case No. 24-21210) on
May 16, 2024, listing as much as $1 million to $10 million in both
assets and liabilities. Henry Wang as president, signed the
petition.
CALAIARO VALENCIK serves as the Debtor's legal counsel.
TRAN URGENT CARE: Files Subchapter V Bankruptcy Case
----------------------------------------------------
Tran Urgent Care & Wellness Centers LLC filed Chapter 11 protection
in the Western District of Washington. According to court
documents, the Debtor reports between $1 million and $10 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
Sept> 25, 2024 at 11:30 a.m. in Room Telephonically.
About Tran Urgent Care & Wellness Centers
Tran Urgent Care & Wellness Centers LLC offers urgent care, primary
care, pain management, and rehabilitation services.
Tran Urgent Care & Wellness Centers LLC sought relief under
Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D.
Wash. Case No. 24-41827) on August 19, 2024. In the petition filed
by Dat Tran, as managing member, the Debtor reports estimated
assets between $100,000 and $500,000 and estimated liabilities
between $1 million and $10 million.
The Honorable Bankruptcy Judge Mary Jo Heston handles the case.
The Debtor is represented by:
Thomas D. Neeleman, Esq.
NEELEMAN LAW GROUP, P.C.
1403 8th Street
Marysville, WA 98270
Tel: (425) 212-4800
Fax: (425) 212-4802
Email: courtmail@expresslaw.com
TRINITY AFFORDABLE: S&P Raises Revenue Bonds Rating to 'BB-'
------------------------------------------------------------
S&P Global Ratings raised its long-term rating on the Public
Finance Authority, Wis.' series 2016A and taxable series 2016A-T
multifamily housing revenue bonds, issued for Trinity Affordable
Housing Corp., Ill., to 'BB-' from 'B+'. The outlook is positive.
"The raised rating is due to increased debt service coverage,
driven by higher occupancy, which improved after management's $1
million investment in capital improvements and a 2023 change in
property management," said S&P Global Ratings credit analyst
Jessica Pabst. The upgrade and positive outlook reflect increased
S&P Global Ratings-calculated debt service coverage (DSC), driven
by fiscal 2023 DSC of 1.45x due to higher occupancy of 91% in
fiscal 2023, up from fiscal 2022 DSC of 1.02x and occupancy of 80%.
Current occupancy remains at 91% as of June 30, 2024.
S&P said, "The positive outlook reflects our view that there is a
one-in-three chance that S&P Global Ratings-calculated DSC could
improve to above 1.25x due to increased occupancy at the property,
resulting in higher stabilized cash flows and DSC. Current
unaudited DSC as of June 24, 2024, is approximately 1.8x due to
higher and stabilized occupancy at the property. At the same time,
we believe the project will not see material pressure within the
outlook period related to its market position.
"We could return the outlook to stable if S&P Global
Ratings-calculated DSC remains below 1.25x as a result of higher
expenses, lower revenue, decreased occupancy, or other factors that
could negatively affect the project's financial performance causing
fiscal 2024 DSC to be significantly lower than June 30,2024,
year-to-date financials.
"We could raise the rating if the project continues its trend of
higher DSC, such that S&P Global Ratings-calculated DSC is above
1.25x while our view of market position and management and
governance remains stable or improves."
UNIVERSAL LIFE: A.M. Best Cuts Finc'l. Strength Rating to B(Fair)
-----------------------------------------------------------------
AM Best has downgraded the Financial Strength Rating to B (Fair)
from B+ (Good) and the Long-Term Issuer Credit Rating to "bb+"
(Fair) from "bbb-" (Good) of Universal Life Insurance Company
(ULICO) (Guaynabo, PR). In addition, AM Best has revised the
outlooks to stable from negative.
The Credit Ratings (ratings) reflect ULICO's balance sheet
strength, which AM Best assesses as adequate, as well as its
adequate operating performance, limited business profile and
marginal enterprise risk management.
The rating downgrades reflect the revision in the operating
performance assessment to adequate from strong. Operating
performance, while consistently profitable, has experienced a
declining trend over the past several years, partially related to
market conditions and non-recurring items. The results for Q2 2024
reflect improving conditions versus prior year. ULICO continues to
reduce the effect of the counterparty risk with Private Bankers
Life & Annuity, most recently with the Aug. 9, 2024, court
appointment of a receiver assigned to execute ULICO's judgment but
progress has been slow. While ULICO maintains a top market position
in Puerto Rico, its business profile is limited by its concentrated
product offering and geography. AM Best will continue to monitor
the financials of ULICO.
UNIVERSITY OF THE ARTS: Chapter 7 Case Summary
----------------------------------------------
Debtor: The University of the Arts
320 S Broad St.
Philadelphia, PA 19102-4901
Business Description: The University of the Arts ("UArts")
is a not-for-profit corporation; it was an
institution accredited by the Middle States
Commission on Higher Education and offered
degrees in visual arts and performing arts
fields.
Chapter 11 Petition Date: September 13, 2024
Court: United States Bankruptcy Court
District of Delaware
Affiliates that sought Chapter 7 protection:
Debtor Case No.
------ --------
The University of the Arts 24-12140
U of Arts Finance, LLC 24-12139
Judge: Hon. Brendan Linehan Shannon
Debtors' Counsel: Richard G. Placey, Esq.
Montgomery, McCracken, Walker & Rhoads LLP
Tel: 302-504-7880
E-mail: rplacey@mmwr.com
- and -
Marc J. Phillips, Esq.
Montgomery, McCracken, Walker & Rhoads LLP
Tel: 302-504-7823
E-mail: mphillips@mmwr.com
Scheduled Assets: $93.32 million
Scheduled Liabilities: $74.18 million
The petitions were signed by Judson Aaron, chair of the board of
the University of the Arts.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/CURSMDY/The_University_of_the_Arts__debke-24-12140__0001.0.pdf?mcid=tGE4TAMA
UNIVERSITY OF THE ARTS: Philly's UArts Files for Liquidation
------------------------------------------------------------
The University of the Arts, a private college in Philadelphia,
filed for Chapter 7 bankruptcy protection along with affiliate U of
Arts Finance, LLC, on Friday in Delaware.
UArts was a not-for-profit institution that offered degrees in
visual arts and performing arts fields.
UArts abruptly closed its doors on June 7, 2024. According to
court filings, since closure, UArts has reached teach out
agreements with more than 10 accredited institutions to enable its
students to transfer to those institutions.
Bloomberg notes that UArts filed for bankruptcy two weeks after it
faced a demand by its bondholders for immediate repayment of more
than $50 million in debt.
The school listed $93.32 million in assets against $74.18 million
in liabilities in schedules attached to the petition. The school
said its properties in Philadelphia, which includes several
performing arts venues and residence halls, are worth $87.07
million. Secured debt totals $68.96 million, with UMB Bank N.A.
(on behalf of noteholders) and TD Bank listed as secured
creditors.
The Debtors tapped Montgomery, McCracken, Walker & Rhoads LLP as
bankruptcy counsel. According to Bloomberg, UArts has also hired
restructuring firm Alvarez & Marsal as an adviser. UArts also
indicated in court filings it retained Stretto, Inc., prepetition.
Abrupt Closure
According to Bloomberg, the closing of the school in June came as a
shock to students, parents and staff who were only given a week's
notice. The closing spurred protests at the campus as well as
several legal actions.
Former faculty members, Bloomberg reports, filed suit against the
institution in June saying it violated federal and state employment
laws for failing to give enough notice of a mass layoff. A class
action suit was also filed by students on similar grounds.
Bloomberg notes that many small, private schools are struggling to
stay competitive in a landscape with fewer students going to
college. At least 23 institutions have closed or merged so far
this year, according to data compiled by BestColleges.
UArts had a student-faculty ratio of 7.5 to 1 and offered degrees
such as a master of music and master of fine arts, according to its
website. Enrolment dropped precipitously ahead of the closing,
with the number of full-time students falling to about 1,100 in the
2023-24 school year compared to 1,800 in the 2019-20 year,
according to a regulatory filing.
About The University of the Arts
Philadelphia's The University of the Arts is a not-for-profit
corporation. UArts was an institution accredited by the Middle
States Commission on Higher Education and offered degrees in visual
arts and performing arts fields.
U of Arts Finance, LLC, and The University of the Arts sought
Chapter 7 bankruptcy protection (Bankr. D. Del. Case Nos. 24-12139
and 24-12140) on Sept. 13, 2024.
The school listed $93.32 million in assets against $74.18 million
in liabilities in schedules attached to the petition. The school
said its properties in Philadelphia, which includes several
performing arts venues and residence halls, are worth $87.07
million. Secured debt totals $68.96 million, with UMB Bank N.A.
(on behalf of noteholders) and TD Bank listed as secured
creditors.
Montgomery, McCracken, Walker & Rhoads LLP is serving as the
Debtors' counsel.
UPSTREAM LIFE: A.M. Best Assigns B-(Fair) Fin. Strength Rating
--------------------------------------------------------------
AM Best has assigned a Financial Strength Rating of B- (Fair) and a
Long-Term Issuer Credit Rating of "bb-" (Fair) to Upstream Life
Insurance Company (Upstream Life) (Dallas, TX). The outlook
assigned to these Credit Ratings (ratings) is stable.
The ratings reflect Upstream Life's balance sheet strength, which
AM Best assesses as weak, as well as its marginal operating
performance, limited business profile and appropriate enterprise
risk management (ERM).
Upstream Life's risk-adjusted capitalization is assessed at the
very strong level, as measured by Best's Capital Adequacy Ratio
(BCAR). This is offset by increased reinsurance leverage and
dependence on unrated reinsurers, limited financial flexibility,
increased financial leverage at the holding company level and
volatility in balance sheet metrics. AM Best expects Upstream
Life's risk-adjusted capitalization to remain at current levels.
Although operating results were profitable in 2023 and through
second-quarter 2024, there were significant operating losses in
2019-2022. Additionally, there has been significant volatility in
premium levels and operating earnings over the past five years,
though results have been more consistent since the beginning of
2023.
The company is licensed in 25 states and offers a multiyear
guaranteed fixed annuity product. Product diversification is
somewhat limited and the companies within the annuity space face
high levels of competition. While the ERM governance structure and
framework has improved in recent years, the company faces
significant challenges with a concentrated liability portfolio and
limited financial flexibility.
VANDEVCO LTD: Cerner's Bid for Additional Sanctions Denied
----------------------------------------------------------
Judge Mary Jo Heston of the United States Bankruptcy Court for the
Western District of Washington denied Cerner Middle East Limited's
request for additional evidentiary sanctions to be entered against
debtors Vandevco Limited and Orland Ltd.
On June 24, 2021, Cerner Middle East Limited issued its First Set
of Requests for Production to Vandevco Limited and Orland Ltd.
These included a request for "all documents related to
communications between owners, directors, officers, or employees of
Belbadi Enterprises, LLC, on the one hand, and owners, directors,
officers, or employees of Orland, Vandevco, or any of the Van
Subs."
During the August 20, 2021 hearing on Cerner's Motions to Compel,
the Court directed Cerner to submit a second request for production
to Debtors. Cerner sent the Second RFPs to the Debtors on August
24, 2021. In the Debtors' response on August 26, 2021, the Debtors
claimed to have "produced all responsive documents in their
possession, custody or control."
On June 6, 2022, the Court entered an Order Granting Cerner's
Petition for Attorneys' Fees and Costs Award Pursuant to Court
Order Granting Sanctions. In this sanctions order, the Court
ordered the Debtors to pay $114,877.00 for Cerner's reasonable
attorneys' fee and costs.
On May 10, 2023, the Debtors, through their e-discovery vendor
Kroll, produced approximately 38,000 documents gathered from
Belbadi in the UAE.
On November 17, 2023, Cerner issued its Third Set of Requests for
Production to the Debtors. The Third RFPs included requests for
communication between Ziad Elhindi, Nawzad Othman, and others,
concerning Debtors' litigation with Cerner.
On April 17, 2024, the Court entered the Interim Order Awarding
Sanctions. In the Interim Order Awarding Sanctions, the Court
awarded Cerner sanctions against the Debtors and their counsel for
discovery violations as alleged in Cerner's Discovery Sanctions
Motion, and ordered the Debtors and their counsel to pay any and
all of Cerner's costs and fees associated with the hearing related
to the Discovery Sanctions Motion, including any briefing on this
issue, and any fees and costs incurred by Cerner in relation to
review of the additional documents made necessary by both the
manner and extent of the belated production, through the April 10,
2024 hearing. The Court further ordered that the "Debtors' counsel
will not be compensated by funds of the bankruptcy estate for any
time or effort expended in relation to the Discovery Sanctions
Motion or further hearing on this issue."
On May 24, 2024, Cerner timely filed its Supplemental Request for
Discovery Sanctions Pursuant to May 7, 2024 Order Cerner, seeks the
following additional sanctions:
(1) a further award of fees and costs incurred from April 10 to
May 6, 2024, to be assessed under Fed. R. Civ. P. 37(b)(2)(C);
(2) a prospective fee award under Fed. R. Civ. P. 37(b)(2)(C) of
any further fees and costs that may be incurred as a result of the
Debtors' discovery violations; and
(3) evidentiary sanctions under Fed. R. Civ. P. 37(b)(2)(A)(ii).
Garrett S. Garfield filed a declaration in support of the
Supplemental Request.
On May 24, 2024, Cerner also filed a Third Petition for Attorneys'
Fees and Costs Award Pursuant to Court Orders Granting Sanctions,
supported by the declaration of Elliot A. Magruder. The Third
Petition seeks fees and costs of $55,165.50, for work undertaken by
Cerner's counsel in connection with the Discovery Sanctions Motion
for the period between April 11 and May 6, 2024.
Before the Court are two separate petitions for fees already
incurred: (1) the Second Petition seeking fees for work undertaken
between March 8 and April 10, 2024, and (2) the Third Petition
seeking fees for work performed between April 11 and May 6, 2024.
Second Petition
The Court finds that the reasonable expenses and attorneys' fees
that were caused by the Debtors' failure to timely comply with the
Court's Order on the Motions to Compel are limited to those
expenses and fees incurred in reviewing the documents to prepare
for and argue these motions. These do not include fees incurred
preparing for depositions and trial. Accordingly, Cerner's fees
requested in the Second Petition are reduced by $25,015.50, from
$139,587.75 to $114,572.25.
Third Petition
For the same reason fees were awarded in the Interim Order Awarding
Sanctions, the Court determines that Cerner is also entitled to a
fee award against Debtors and Debtors' counsel associated with the
belated production through the May 6, 2024 hearing.
While the Debtors and their counsel accept responsibility for the
belated discovery, they contend that the requested fees are not
reasonable or appropriate. The Third Petition sets forth hourly
rates ranging from $657 for Noah Parson to $742.50 for Garfield.
Gluck billed no time in the Third Petition. For the reasons set
forth in the Court's review of the Second Petition, the Court
determines that the hourly rates in the Third Petition are
reasonable.
The next issue in the lodestar analysis is whether the number of
hours expended by Cerner were reasonable. The Debtors argue that
$55,165.50 in lumped entries from the Third Petition should be
disallowed. The Court agrees that the Third Petition, as originally
filed, was inadequate.
Cerner submitted to the Court for an in camera review an itemized
list of the time entries corresponding to the fees requested in the
Third Petition. The Debtors' counsel has not objected to these time
records being submitted for in camera review.
The Court has reviewed the itemized time records for services
provided between April 11 and May 6, 2024, and finds that they
contain sufficient information for the Court to review and
determine whether the time spent on the specific tasks were
reasonable. Unlike the time records for the Second Petition, these
time records do not identify any work preparing for depositions or
trial. Furthermore, there is nothing in the records suggesting
unreasonable billing such as inflated time spent or double billing,
the Court states.
There is nothing in the record to indicate that the failure to
comply with the Court's Order on Motions to Compel was
substantially justified notwithstanding the fact that the "Debtors
and their counsel have repeatedly expressed, they are genuinely
apologetic for the disruptive effects of those productions."
Additionally, while the Debtors argue that they have now fully
complied with the Court's Order on Motions to Compel, this does not
preclude the imposition of sanctions.
The Court finds that the Debtors' failure to comply with the Order
on Motions to Compel was not substantially justified, and there are
no circumstances that would make an award of attorney's fees and
costs unjust. Thus, in accordance with Fed. R. Civ. P. 37(b)(2)(C),
Cerner is awarded attorney's fees in costs in the amount of
$167,825.25, to be paid by the Debtors and their counsel.
Prospective Attorneys' Fees and Costs
In its Supplemental Request, Cerner seeks a prospective fee award
under Fed. R. Civ. P. 37(b)(2)(C) of any further fees and costs
that may be incurred as a result of the Debtors' discovery
violations. The Court reserves ruling on this request at this
time.
Additional Evidentiary Sanctions
Cerner also requests that evidentiary sanctions be entered against
the Debtors under Fed. R. Civ. P. 37(b)(2)(A)(ii), prohibiting the
Debtors from: (a) relying on or introducing any of the
belatedly-produced materials; (b) presenting any testimonial or
documentary evidence based on such materials; and (c) from opposing
Cerner's introducing or characterizing any such materials, in any
proceeding connected with this bankruptcy, including but not
limited to any hearing on Cerner's objection to the claim submitted
in this matter by Willamette Enterprises Ltd. and Cerner's Motion
to Execute on the UAE Judgment.
Despite the lack of an adequate explanation and potential prejudice
to Cerner, considering the remaining factor -- less drastic
sanctions -- the Court concludes that the imposition of additional
evidentiary sanctions is not appropriate at this time.
Based on the record before it, the Court finds that any prejudice
to Cerner caused by the belated production is at this time remedied
by the lesser sanction of awarding Cerner its attorneys' fees and
expenses. Any future prejudice can be remedied by allowing Cerner
additional time to complete discovery, if necessary, and seek
supplemental fees, if appropriate.
The Court also recognizes that the inability of Debtors' counsel to
seek payment of its fees from the estate related to the belated
production provides further incentive for the Debtors to comply
with future discovery requests and orders. For all of these
reasons, the Court concludes that additional evidentiary sanctions
under Fed. R. Civ. P. 37(b)(2)(A)(ii) are not necessary or
warranted.
A copy of the Court's decision is available at
https://urlcurt.com/u?l=UfJj9C
About Vandevco Limited and Orland Ltd.
Vandevco Ltd. and Orland Ltd. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Wash. Lead Case No. 20-42710) on
Dec. 6, 2020. At the time of the filing, Vandevco disclosed
$31,601,920 in assets and $74,827,369 in liabilities while Orland
disclosed $5,171,583 in assets and $62,193,017 in liabilities.
Judge Mary Jo Heston oversees the cases.
Joseph A. Field, Esq., at Field Jerger, LLP and McDonald Jacobs,
P.C. serve as the Debtors' legal counsel and accountant,
respectively.
Cerner Middle East Limited, a party in interest, is represented by
Holland & Knight, LLP.
VERRICA PHARMACEUTICALS: Ex-CCO Signs Release and Consulting Deals
------------------------------------------------------------------
Consistent with Verrica Pharmaceuticals Inc.'s previously disclosed
expectations in its Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission on August 27, 2024, the Company
and Joe Bonaccorso, the Company's former Chief Commercial Officer,
entered into a Release Agreement and a Consulting Agreement on
August 30, 2024.
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 Form 10-Q Report for the quarterly period
ended March 31, 2024, that substantial doubt exists about its
ability to continue as a going concern.
The Company has 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 plans to secure additional capital in the
future through equity or debt financings, partnerships, or other
sources to carry out its planned commercial and development
activities. If the Company is unable to raise capital when needed
or on attractive terms, it would be forced to delay, reduce, or
eliminate its future commercialization efforts or research and
development programs.
VERTEX ENERGY: Joshua Foster Named Chief Commercial Officer
-----------------------------------------------------------
Vertex Energy, Inc. announced that Doug Haugh is stepping down from
his role as the Company's Chief Commercial Officer. Mr. Haugh has
agreed to provide continued support throughout the rest of 2024, as
a Senior Corporate Advisor. The Company also announced that Joshua
Foster has been appointed as Chief Commercial Officer and that
Benjamin P. Cowart, Chief Executive Officer, will assume interim
Chief Operating Officer duties.
Mr. Cowart stated, "We are grateful for Doug's leadership and
contribution to Vertex over the last year and a half. Doug was
brought on board to launch the Company's commercial strategy and to
build our team as we prepared to take on the trading, supply and
risk management capabilities we needed to support our business. An
essential part of that work was getting Josh Foster onboard as
Vertex's Director of Commercial Optimization and Risk Management.
We look forward to Doug's continued support as a senior corporate
advisor to the Company as he continues to mentor and advise our
leadership team." Mr. Cowart continued, "I am pleased to see Josh
stepping into the role of Chief Commercial Officer and believe that
his experience in rack marketing and crude origination will drive
the success of our commercial efforts over the next several years.
His efforts this past spring to improve the value of our jet fuel
production have proven very beneficial and I look forward to
continuing to build on that success. Josh brings nearly two decades
of experience in commercial operations, most notably working with
Delta Airlines, restructuring their operations, improving netbacks,
and building a wholesale rack market for finished fuels from the
ground up."
In connection with Joshua Foster's appointment, on September 5,
2024, the Company entered into an Executive Employment Agreement
with Mr. Foster dated and effective September 2, 2024. Mr. Foster's
agreement is substantially similar to the employment agreements of
our other named executives, except as to his salary and the sign-on
bonus.
The Employment Agreement provides for Mr. Foster to serve as Chief
Commercial Officer of the Company for an initial three-year term
extending through September 2, 2027, provided that the agreement
automatically renews for additional one-year terms thereafter in
the event neither party provides the other at least 60 days prior
notice of their intention not to renew the terms of the agreement.
The agreement provides for him to receive an annual salary of
$335,000 per year.
Pursuant to the terms of the Employment Agreement, Mr. Foster's
annual compensation package includes (1) a base salary, subject to
yearly determinations by the Compensation Committee of the Board
(or the Board with the recommendation of the Compensation
Committee), on each December 31st, as to potential increases in
salary, and (2) a bonus payment to be determined in the sole
discretion of the Compensation Committee or the Board of Directors.
Mr. Foster is also eligible for a yearly discretionary equity bonus
equal to an amount as determined by the Board, with the
recommendation of the Compensation Committee and based on the
condition of the Company's business and results of operations, the
Compensation Committee's evaluation of Mr. Foster's individual
performance for the relevant period, and the satisfaction of goals
that may be established by the Compensation Committee.
Each Cash Bonus shall be paid in the Compensation Committee's
discretion at the same time annual bonuses are paid to other
executives of the Company, in an amount determined by the
Compensation Committee in its sole discretion, based on such
criteria as the Compensation Committee deems relevant; provided
that no Cash Bonus shall be paid at any time that the sum of the
Current Ratios, at the end of the then last two completed calendar
quarters that have been publicly filed with the Securities and
Exchange Commission, divided by 2, totals less than 1.0. The
Compensation Committee, or the Board, with the recommendation of
the Compensation Committee, may also pay or grant discretionary
Cash Bonuses or Equity Bonuses from time to time in their
discretion, at any time, in its/their discretion. The Equity Bonus
may be in the form of common stock, stock options or other equity
consideration, in such amounts and with such terms as may be
determined by the Compensation Committee or the Board, with the
recommendation of the Compensation Committee, from time to time.
For the purposes of the Employment Agreement, "Current Ratio"
means, as of the date of determination, (a) the current assets of
the Company, divided by (b) the current liabilities of the Company,
each as set forth in the financial statements of the Company as
filed in the Company's periodic reports with the SEC; except in the
case of a Payment Date Current Ratio (defined below), which shall
be calculated based on the Company's internally generated financial
statements, in accordance with generally accepted accounting
principles, consistently applied.
The Cash Bonus is also only payable to the extent that, as of a
date within 10 business days of the date the Cash Bonus is to be
paid, that the Company has a Current Ratio, after paying the Cash
Bonus, and any other cash bonuses awarded by the Compensation
Committee, which are unpaid as of such Proposed Payment Date, equal
to at least 1.0. Notwithstanding the forgoing, the Cash Bonus will
be paid not later than March 15 of the year following the year in
which it is earned.
Mr. Foster is also to be paid an automobile allowance of $750 per
month during the term of the Employment Agreement and is eligible
to participate in our stock option plan and other benefit plans.
Mr. Foster's compensation under his employment agreement may be
increased from time to time, by the Compensation Committee, or the
Board of Directors (with the recommendation of the Compensation
Committee), which increases do not require the entry into an
amended employment agreement.
The Employment Agreement prohibits Mr. Foster from competing
against us during the term of the agreement and for a period of 12
months after the termination of the agreement in any state and any
other geographic area in which we or our subsidiaries provide
Restricted Services or Restricted Products, directly or indirectly,
during the 12 months preceding the date of the termination of the
agreement. "Restricted Services" means the collection, trading,
purchasing, processing, storing, aggregation, transportation,
manufacture, distribution, recycling, storage, refinement,
re-refinement and sale of Restricted Products; or dismantling,
demolition, decommission and marine salvage services and any other
services that we or our subsidiaries have provided or are
researching, developing, performing and/or providing at any time
during the two years immediately preceding the date of termination,
or which Mr. Foster has obtained any trade secret or other
confidential information about at any time during the two years
immediately preceding the date of termination of the agreement.
"Restricted Products" means renewable fuels, used motor oil,
petroleum by-products, vacuum gas oil, aggregated feedstock,
conventional crude refining and re-refined oil products, gasoline
blendstock, pygas and fuel oil cutterstock, oil filters, engine
coolant and/or other hydrocarbons and any other product, that we or
our subsidiaries have provided or are researching, developing,
manufacturing, distributing, refining, re-refining, aggregating,
selling and/or providing at any time during the two years
immediately preceding the date the agreement is terminated, or
which Mr. Foster obtained any trade secret or other confidential
information in connection with at any time during the two years
immediately preceding the date of termination of the agreement. The
non-compete requirements described in the paragraph above, as well
as the restriction on Mr. Foster to refrain, for a period of twelve
months from the termination date, from soliciting customers of the
Company with whom Mr. Foster worked during the last year of Mr.
Foster's employment with the Company and from soliciting employees
of the Company to leave the employment of the Company, are defined
as the "Non-Compete Provisions". As discussed in greater detail
below, at the Company's option at any time the Company determines
in its discretion to not renew the Employment Agreement at such
time that such agreement would have otherwise automatically renewed
pursuant to its terms, the Company may determine to waive the
Non-Compete Provisions, at which time no Severance Payment would be
due, or to pay the Severance Payment, at which time the Non-Compete
Provisions would continue to apply pursuant to their terms.
Vertex energy said, "We may terminate Mr. Foster's Employment
Agreement (a) for "cause" which means (i) that Mr. Foster has
materially breached any obligation, duty, covenant or agreement
under the agreement, which breach is not cured or corrected within
thirty days of written notice thereof from the Company (except for
breaches of the assignment of inventions or
confidentiality/non-solicitation and non-compete provisions of the
agreement, which cannot be cured and for which the Company need not
give any opportunity to cure); (ii) Mr. Foster's willful failure or
refusal to perform or nonperformance of his duties required by the
Employment Agreement or assigned by the Company through the Board
of Directors, and without a reasonable basis for Mr. Foster to do
so; provided, however, that Mr. Foster shall have first received
written notice from the Company stating with specificity the nature
of such failure and refusal and affording Mr. Foster an
opportunity, as soon as practicable, to correct the acts or
omissions complained of, and failure of Mr. Foster to cure such
failure or refusal within thirty days after written notice; (iii)
any gross negligence or willful misconduct of Mr. Foster with
regard to the Company or any of its subsidiaries resulting in a
material economic loss to the Company or material damage to the
Company's reputation or business relationships; (iv) if Mr. Foster
commits any act of misappropriation of funds or embezzlement; (v)
if Mr. Foster commits any act of fraud; or (vi) if Mr. Foster is
convicted of, or pleads guilty or nolo contendere with respect to,
theft, fraud, a crime involving moral turpitude, or a felony under
federal or applicable state law; and, in the case of any of the
above offenses, such offense casts reasonable doubt on Mr. Foster's
ability to perform his duties going forward; (b) in the event Mr.
Foster suffers a physical or mental disability which renders him
unable to perform his duties and obligations for either 90
consecutive days or 180 days in any 12-month period; (c) for any
reason without "cause"; or (d) upon expiration of the initial term
of the agreement (or any renewal) upon notice as provided above.
The agreement also automatically terminates upon the death of Mr.
Foster."
"Mr. Foster may terminate his employment (a) for "good reason" if
there is (i) a material diminution in his authority, duties, or
responsibilities; (ii) a material diminution in the authority,
duties, or responsibilities or a requirement that Mr. Foster report
to an officer or employee of the Company rather than reporting to
the Board; (iii) a material breach by the Company of the agreement,
or (iv) a material diminution in Mr. Foster's Base Salary, in each
case without his prior written consent; provided, however, prior to
any such termination by Mr. Foster for "good reason," Mr. Foster
must first advise us in writing (within 90 days of the occurrence
of such event) and provide us 30 days to cure, after which in the
event we do not cure the issue leading to such "good reason"
notice, Mr. Foster has 30 days to resign for "good reason"); (b)
for any reason without "good reason"; and (c) upon expiration of
the initial term of the agreement (or any renewal) upon notice as
provided above."
"If Mr. Foster's employment is terminated due to his death or
disability, Mr. Foster or his estate is entitled to a lump sum cash
severance payment equal to the sum of (i) Mr. Foster's Base Salary
accrued through the termination date; (ii) any unpaid Cash Bonus
for the prior year that would have been paid had Mr. Foster not
been terminated prior to such payment; and (iii) the pro rata
amount of the current year's bonus (through the end of the month of
termination), which would have been payable to Mr. Foster, had Mr.
Foster been employed through the end of the then current calendar
year, based on the Board or Compensation Committee's good faith
assessment of the amount which would have been paid to Mr. Foster
as a cash bonus for such calendar year, based on the Company's and
Mr. Foster's quantifiable performance through the date of
termination, and the Board or Compensation Committee's customary
bonus determination matrix, with rankings based on the Company's
peer group and the Board or Compensation Committee's individual
rankings of such matrix items, in each case utilizing the Company's
then current process for determining bonuses as determined by the
Committee in their reasonable discretion (the "Good Faith Bonus
Determination"). Such amount shall be paid within 60 days of the
termination date. Additionally, and notwithstanding anything to the
contrary in any equity agreement, any unvested stock options or
equity compensation held by Mr. Foster upon such termination shall
vest and shall be exercisable until the earlier of (A) ninety days
from the date of termination and (B) the latest date upon which
such stock options or equity would have expired by their original
terms under any circumstances."
"If Mr. Foster's employment is terminated by Mr. Foster without
"good reason" or his non-renewal of the agreement, or by
non-renewal by the Company, providing for a waiver of the
Non-Compete Provisions (defined above), or by the Company with
cause, Mr. Foster is entitled to his Base Salary accrued through
the termination date and no other benefits other than continuation
of health insurance benefits on the terms and to the extent
required by COBRA, or such other similar law or regulation as may
be applicable to Mr. Foster or the Company with respect to Mr.
Foster. Additionally, any unvested stock options or equity
compensation held by Mr. Foster shall immediately terminate and be
forfeited (unless otherwise provided in the applicable award) and
any previously vested stock options (or if applicable equity
compensation) shall be subject to terms and conditions set forth in
the applicable equity agreement, as such may describe the rights
and obligations upon termination of employment of Mr. Foster."
"If Mr. Foster's employment is terminated by Mr. Foster for "good
reason", or by the Company without "cause", or by the Company's
non-renewal, providing that the Non-Compete Provisions shall
continue to apply, (a) Mr. Foster is entitled to his base salary
accrued through the termination date and any unpaid Cash Bonus for
the prior completed calendar year that would have been paid had Mr.
Foster not been terminated prior to such payment, plus a lump sum
cash severance payment equal to the sum of (i) an amount equal to
Mr. Foster's current annual Base Salary plus (ii) an amount equal
to the Good Faith Bonus Determination of the bonus which should
have been due for the full calendar year containing the termination
date (collectively, (i) and (ii), the "Severance Payment"); and (b)
provided Mr. Foster elects to receive continued health insurance
coverage through COBRA, the Company will pay Mr. Foster's monthly
COBRA contributions for health insurance coverage, as may be
amended from time to time (less an amount equal to the premium
contribution paid by active Company employees, if any) for twelve
months following the termination date (the "Health Payment");
provided, however, that if at any time Mr. Foster is covered by a
substantially similar level of health insurance through subsequent
employment or otherwise, the Company's health benefit obligations
shall immediately cease, and the Company shall have no further
obligation to make the Health Payment. Additionally, and
notwithstanding anything to the contrary in any equity agreement,
any unvested stock options or equity compensation previously
granted to Mr. Foster will vest immediately upon such termination
and shall be exercisable by Mr. Foster until the earlier of (A)
three months from the date of termination and (B) the latest date
upon which such stock options or equity would have expired by their
original terms under any circumstances, provided that such
provisions shall not affect any equity awards outstanding prior to
the date of the Employment Agreement. The Severance Payment shall
be paid in cash within sixty days after the termination date."
"As a condition to Mr. Foster's right to receive any Severance
Payment, (A) Mr. Foster must execute and deliver to the Company a
written release in form and substance satisfactory to the Company,
of any and all claims against the Company and all directors and
officers of the Company with respect to all matters arising out of
Mr. Foster's employment, or the termination thereof (other than
claims for entitlements under the terms of the agreement or plans
or programs of the Company in which Mr. Foster has accrued a
benefit), which must be effective by the 90th day following his
termination date; and (B) Mr. Foster must not have breached any of
his covenants and agreements under the Agreement relating to
assignment of inventions and confidentiality, including the
non-solicitation and non-compete provisions thereof, which shall
continue following the termination date."
"If a Change of Control occurs during the term of the agreement, or
within six months after Mr. Foster's termination of employment by
him for good reason or by the Company without cause (but not
non-renewal), the Company is required to pay Mr. Foster, within 60
days following the date of such Change of Control, a cash payment
in a lump sum in an amount equal to (x) minus (y) where (x) equals
3.0 times the sum of (a) the most recent annual Base Salary of Mr.
Foster; and (b) the amount of the most recent Cash Bonus paid to
Mr. Foster (the "Change of Control Payment") and (y) equals the
amount of any Severance Payment actually paid to Mr. Foster. If the
Employment Agreement has been terminated prior to any Cash Bonus
being awarded pursuant to the agreement or if the most recent Cash
Bonus was zero, (x)(b) above is replaced with an amount equal to
the greater of (1) the amount of Mr. Foster's most recent annual
cash bonus awarded by the Compensation Committee or the Board
("Most Recent Cash Bonus"); and (2) the amount of Mr. Foster's
annual cash bonus awarded by the Compensation Committee or the
Board for the year immediately preceding the Most Recent Cash Bonus
(the "Preceding Year Bonus"). Additionally, following a change of
control termination, all outstanding stock options and other equity
compensation held by Mr. Foster are exercisable by Mr. Foster
pursuant to the terms thereof until the earlier of (A) three months
from his termination date and (B) the latest date upon which such
stock options and other equity compensation would have expired by
their original terms under any circumstances; provided any equity
awards outstanding prior to the entry into the Employment Agreement
continue to be governed by the terms set forth in such award
agreements."
"'Change of Control' for the purposes of the Employment Agreement
means: (a) any person obtaining beneficial ownership representing
more than 50% of the total voting power represented by our then
outstanding voting securities without the approval of not fewer
than two-thirds of our Board of Directors; (b) a merger or
consolidation of us whether or not approved by our Board of
Directors, other than a merger or consolidation that would result
in our voting securities immediately prior thereto continuing to
represent at least 50% of the total voting power outstanding
immediately after such merger or consolidation, (c) our
shareholders approving a plan of complete liquidation or an
agreement for the sale or disposition by us of all or substantially
all of our assets, or (d) as a result of the election of members to
our Board of Directors, a majority of the Board of Directors
consists of persons who are not members of the Board of Directors
on the date the agreement was entered into, except in the event
that such slate of directors is proposed by a committee of the
Board of Directors."
The Employment Agreement also contains standard assignment of
inventions, indemnification and confidentiality provisions.
Further, Mr. Foster is subject to non-solicitation covenants during
the term of the agreement.
"Although Mr. Foster will be prohibited from competing with us
while he is employed with us, he will only be prohibited from
competing for twelve months after his employment with us ends
pursuant to his employment agreement (subject to the terms thereof,
and the Company's option to terminate such non-compete provisions
under certain circumstances as discussed above). Accordingly, Mr.
Foster could be in a position to use industry experience gained
while working with us to compete with us."
"The Employment Agreement also includes a provision providing that
any portion of the payments and benefits paid under the Employment
Agreement, as well as any other payments and benefits which Mr.
Foster receives pursuant to a Company plan or other arrangement,
shall be subject to a clawback (a) to the extent necessary to
comply with the requirements of the Dodd-Frank Wall Street Reform
and Consumer Protection Act or any Securities and Exchange
Commission rule or any other applicable law; and/or (b) any policy
adopted by the Company and applicable generally to Mr. Foster and
other officers of the Company, relating to the recovery of
compensation granted, paid, delivered, awarded or otherwise
provided to Mr. Foster by the Company or its subsidiaries or any of
their respective affiliates, as applicable, as may be amended from
time to time, including the Company's December 12, 2022 Clawback
and Forfeiture Policy and the Company's November 6, 2023 Policy for
the Recovery of Erroneously Awarded Incentive Based Compensation."
About Vertex Energy
Vertex Energy is a leading energy transition company specializing
in producing both renewable and conventional fuels. The Company's
innovative solutions are designed to enhance the performance of
customers and partners while prioritizing sustainability, safety,
and operational excellence. Committed to providing superior
products and services, Vertex Energy is dedicated to shaping the
future of the energy industry.
As of June 30, 2024, Vertex Energy had $772.4 million in total
assets, $642.8 million in total liabilities, and $129.5 million in
total stockholders' equity.
* * *
In August 2024, Fitch Ratings downgraded Vertex Energy Inc.'s
(Vertex) and Vertex Refining Alabama LLC's Long-Term Issuer Default
Ratings (IDRs) to 'CC' from 'CCC+'. Fitch also downgraded the
rating of Vertex Refining Alabama's senior secured term loan to
'CCC-'/'RR3' from 'B-'/'RR3'.
The downgrade reflects Vertex's lack of liquidity buffers to cover
Fitch-estimated negative free cash flow in the near term, ongoing
preparation of a restructuring support agreement (RSA), and
management's doubt around Vertex's ability to operate as a going
concern mentioned in its financial statements. Fitch considers a
scenario under which Vertex announces a restructuring transaction
that could be considered a distressed debt exchange (DDE) as
probable.
In June 2024, S&P Global Ratings lowered its issuer credit rating
(ICR) on Vertex Energy Inc. to 'CCC' from 'B-' and its issue-level
rating on the company's term loan B (TLB) to 'CCC' from 'B'. At the
same time, S&P Global Ratings removed the ratings from CreditWatch,
where they were placed with negative implications on March 15,
2024. S&P also revised its assessment of the company's liquidity
position to weak from less than adequate and revised its recovery
rating on the TLB to '3' from '2', indicating an expectation for
meaningful (50%-70%; rounded estimate: 60%) recovery.
The negative outlook reflects the elevated risk of a default
scenario given the lack of sufficient liquidity sources to fully
repay the TLB or a concrete refinancing plan.
WAGON WEST: Unsecured Creditors Will Get 100% of Claims in Plan
---------------------------------------------------------------
Wagon West Mobile Home Community, Inc., filed with the U.S.
Bankruptcy Court for the Central District of California a Chapter
11 Plan of Reorganization dated August 13, 2024.
The Debtor is 70% owner of the real property located at 21201 E
Pacific Coast Highway, Malibu, CA (the "Property"); Help Kids, Inc.
owns the remaining 30% interest. The Debtor's principal Doris
Bealer is 100% owner of the Debtor and Help Kids, Inc.
On August 29, 2022, the Debtor and Help Kids, Inc. purchased the
Property from Terry Moore and Brenda Moore for $3,500,000. Shortly
after purchasing the Property, on September 22, 2022, the City of
Malibu Code Enforcement Department informed Bealer and the Debtor
that many of the structures on the Property were unpermitted. This
was the first time that Bealer or the Debtor had learned of these
issues.
The Debtor contends that Moore failed to disclose the permitting
issues when selling the Property. Despite these issues, on December
7, 2022, the Debtor opened a plant nursery and flower shop in the
one bungalow authorized by the City of Malibu, doing business as
"Malibu Bungalows." The Debtor continues to operate this business,
which is the Debtor's sole income. However, with just one bungalow
in use, the Debtor built the Malibu Bungalows into the finest
flower and plant business in the area with all five-star reviews.
Since September 2022, Bealer and the Debtor have worked tirelessly
with City of Malibu, attorneys, and other professionals to resolve
the City's permitting issues. Although the Debtor is hopeful that
they will be resolved soon, it is still an unknown and a factor in
the Debtor's ability to reorganize. However, recent developments
give the Debtor hope for a partial, short-term solution.
Class 4 consists of all general unsecured creditors. All claims
will be paid interest at the federal post-judgment interest rate in
effect on the Effective Date, calculated from the Petition Date to
the date of disbursement (as of the date of this Plan, the rate is
4.65%). All claims will be paid within 10 days of the Effective
Date. The allowed unsecured claims total $75,765.41. This Class
will receive a distribution of 100% of their allowed claims. This
Class is impaired.
To fund the Plan, the Debtor will continue to operate the retail
flower shop and increase her income based on the anticipated rental
income. Given the post-petition net income average of $5,752.20,
plus the additional rental income of $10,000, the Debtor
anticipates that it will have approximately $15,000 per month
available to fund the Plan.
Bealer has also committed to contribute up to $200,000 of her own
funds to the Debtor as necessary to fund the Plan. If the Debtor is
unable to make the payments that come due under the Plan, then it
will sell the Property, and use the sale proceeds to pay the
remaining claims in full.
A full-text copy of the Plan of Reorganization dated August 13,
2024 is available at https://urlcurt.com/u?l=VTEQwG from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Reed H. Olmstead, Esq.
Law Offices Of Reed H. Olmstead
5142 Hollister Avenue # 171
Santa Barbara, CA 93111
Tel: (805) 963-9111
Fax: (805) 963-2209
Email: reed@olmstead.law
About Wagon West Mobile Home Community
Wagon West Mobile Home Community, Inc., owns 70% fee simple
interest in a property located at 21201 Pacific Coast Hwy, Malibu,
CA having a comparable sale value of $3.5 million.
Wagon West Mobile Home Community filed its voluntary petition for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 24-10787) on May
15, 2024, listing $3,575,000 in assets and $2,923,226 in
liabilities. Doris Bealer as chief executive officer, signed the
petition.
Judge Martin R. Barash oversees the case.
The LAW OFFICES OF REED H. OLMSTEAD serves as the Debtor's legal
counsel.
WHEEL PROS: Moody's Lowers CFR to C Following Bankruptcy Filing
---------------------------------------------------------------
Moody's Ratings downgraded Wheel Pros, Inc.'s (Wheel Pros)
probability of default rating to D-PD from Ca-PD. Moody's also
downgraded Wheel Pros corporate family rating to C from Ca. Moody's
affirmed the rating on the company's senior secured asset-based
revolving credit facility (ABL) at B2, FILO senior secured term
loan at B3 and the senior unsecured notes at C. The rating on the
senior secured first lien term loan was downgraded to C from Ca.
Moody's also downgraded the rating on WP NewCo, LLC's senior
secured first lien term loan to C from Ca and the senior secured
second lien notes were affirmed at C. The outlook was changed to
stable from negative.
These actions follow the announcement that Wheel Pros filed a
petition for bankruptcy under Chapter 11 of the US Bankruptcy Code
on September 8, 2024. Subsequent to the actions, Moody's will
withdraw all Wheel Pros' ratings because of the company's
bankruptcy filing.
Governance risk was a key consideration in Moody's rating actions.
The governance factors included aggressive financial strategies and
risk management practices. These factors resulted in high financial
leverage and the company's inability to meet its debt obligations
which materially constrained liquidity.
RATINGS RATIONALE
The downgrade of the PDR reflects Wheel Pros' bankruptcy filing to
eliminate approximately $1.2 billion of debt. The CFR was
downgraded to C from Ca, reflecting lower recovery expectations for
Wheel Pros' total debt. Both Wheel Pros' and WP NewCos' senior
secured term loan ratings were downgraded to C based on lower
recovery projections. The stable outlook reflects that recovery
prospects are now appropriately reflected in the ratings.
The company entered into a restructuring support agreement and has
in place a $110 million term loan DIP facility and a $175 million
ABL DIP facility. The DIP financing is expected to provide Wheel
Pros with the necessary liquidity to continue operations while in
bankruptcy. Wheel Pros expects to emerge from bankruptcy within two
months and upon emergence, the company plans to have a $570 million
exit term loan facility in place.
The principal methodology used in these ratings was Automotive
Suppliers published in May 2021.
Wheel Pros, Inc., headquartered in Greenwood Village, Colorado, is
a wholesale distributor of custom and proprietary branded wheels,
performance tires and related accessories in the aftermarket
automotive segment. Prior to the bankruptcy filing, the company was
owned by an affiliated fund controlled by private equity financial
sponsor Clearlake Capital Group, L.P. Following the bankruptcy, the
company is now owned and controlled by debtholders. Revenue for the
twelve months ended June 30, 2024 approximated $1.2 billion.
WIDEOPENWEST INC: In Talks With Lenders to Get New Funding
----------------------------------------------------------
Reshmi Basu of Bloomberg News reports that WideOpenWest Inc. is
holding discussions with some lenders for a new loan that would
give the cable company a cash boost, according to people familiar
with the situation.
According to Bloomberg News, the Southeast-focused company is
working with PJT Partners Inc. while a group of lenders coalesced
with FTI Consulting Inc. and Gibson Dunn & Crutcher, said some of
the people, who asked not to be identified as they're not
authorized to speak publicly.
Representatives with WideOpenWest, PJT and FTI declined to comment.
Messages left with Gibson Dunn were not returned.
About WideOpenWest Inc.
WideOpenWest, Inc., provides high-speed data, cable television, and
digital telephony services to residential and business services
customers in the United States. The company was formerly known as
WideOpenWest Kite, Inc. and changed its name to WideOpenWest, Inc.
in March 2017. The company was founded in 2001 and is based in
Englewood, Colorado.
WOLVERINE MUTUAL: A.M. Best Cuts Fin. Strength Rating to C++
------------------------------------------------------------
AM Best has downgraded the Financial Strength Rating to C++
(Marginal) from B- (Fair) and the Long-Term Issuer Credit Rating to
"b" (Marginal) from "bb-" (Fair) of Wolverine Mutual Insurance
Company (Wolverine) (Dowagiac, MI). The outlook of these Credit
Ratings (ratings) is negative.
The ratings reflect Wolverine's balance sheet strength, which AM
Best assesses as weak, as well as its marginal operating
performance, limited business profile and marginal enterprise risk
management.
The rating downgrades reflect considerable deterioration in
Wolverine's risk-adjusted capitalization through the first half of
2024 as reflected in a 27% decline in policyholder surplus. Half of
the decline stemmed from underwriting performance, although
underwriting performance has seen improvements year over year to a
degree. Also, some of the decline in policyholder surplus was a
result of adjustments made to Wolverine's financial statement as
requested by its auditor. The continued decline in policyholder
surplus through June 30, 2024, is in addition to double-digit
percentage decreases in each of the past three year-end reporting
periods. As a result, risk-adjusted capitalization has deteriorated
significantly.
While Wolverine has implemented a number of corrective actions
including rate increases, expense management initiatives and
tightened underwriting guidelines, the ultimate impact of these
efforts is uncertain at this time. Accordingly, the negative
outlooks highlight continuation of these adverse results; further
reductions in capitalization could lead to additional negative
rating action.
WORKHORSE GROUP: FedEx Places First Order for 15 W56 Step Vans
--------------------------------------------------------------
Workhorse Group Inc. announced Sept. 9 that FedEx has issued a
purchase order for 15 W56 step vans to be delivered in 2024. This
milestone order follows a successful demonstration in which the
Workhorse W56 step van met FedEx operation duty cycle
requirements.
The addition of these 15 W56 step vans will support the FedEx goal
to achieve carbon neutral global operations by 2040 -- underscoring
the company's phased approach to replacing older vehicle
technologies with new, zero tailpipe-emission solutions. During
real-world delivery route testing, the W56 achieved an impressive
31 MPGe. Compared to the national average fuel economy of 7 MPG
for delivery trucks, this demonstrates significantly lower energy
consumption per mile. Based on an average of 31,875 miles driven
per vehicle per year, the purchase enables the avoidance of an
estimated 607 metric tons of tailpipe emissions annually.
"FedEx is cultivating a strong roster of electric vehicle models
that can meet the demands of our network," said Pat Donlon, vice
president, Global Vehicles, FedEx. "In joining our fleet, the
electric Workhorse W56 will be part of our story as we aim to
transition our global parcel pickup and delivery fleet to all
zero-tailpipe emissions vehicles by 2040."
Rick Dauch, Workhorse CEO, expressed his enthusiasm about the
collaboration: "We are thrilled to be selected by FedEx and support
their sustainability goals. This milestone demonstrates our highly
efficient and high-quality EV chassis and body along with our
excellent engineering, field support, upfit and operational
capabilities. Our ability to build complete vehicles
differentiates us from our competitors and enables us to quickly
fulfill orders. We look forward to working with FedEx as they
transition to electric last-mile delivery vehicles."
The Workhorse W56 step van is meticulously engineered to meet the
demanding needs of commercial last-mile delivery operations. With
its efficient eAxle electric drivetrain and extended range aided by
highly efficient regenerative braking, the W56 delivers superior
efficiency, lower operational costs, and a reduced environmental
footprint. This makes it perfectly suited for stop-and-go delivery
routes and an ideal choice for last-mile delivery.
About Workhorse Group
Workhorse Group Inc. -- http://www.workhorse.com-- is a technology
company focused on providing electric vehicles to the last-mile
delivery sector. As an American original equipment manufacturer,
the Company designs and builds high-performance, battery-electric
trucks. Workhorse also develops cloud-based, real-time telematics
performance monitoring systems that are fully integrated with its
vehicles and enable fleet operators to optimize energy and route
efficiency. All Workhorse vehicles are designed to make the
movement of people and goods more efficient and less harmful to the
environment.
Cincinnati, Ohio-based Grant Thornton LLP, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated March 12, 2024, citing that the Company incurred a net loss
of $123.9 million and used $123.0 million of cash in operating
activities during the year ended December 31, 2023. As of that
date, the Company had total working capital of $40.5 million,
including $25.8 million of cash and cash equivalents, and an
accumulated deficit of $751.6 million. These conditions, along with
other matters, raise substantial doubt about the Company's ability
to continue as a going concern.
ZION OIL: Temporarily Halts Active Operations at MJ-01 Well
-----------------------------------------------------------
Zion Oil and Gas, Inc., on Sept. 11, 2024, filed a current report
on Form 8-K with the Securities and Exchange Commission to announce
the following update on recompletion operations for the
Megiddo-Jezreel #1 well (MJ-01). The operations have recently
faced delays due to an unforeseen combination of downhole
challenges, logistical constraints and geopolitical factors.
The Company disclosed that the drill pipe has separated and a
section of it (the "fish") dropped near the bottom of the hole,
which needs to be recovered. The specialized tools will be shipped
to Israel, clear Israeli customs and be transported to the rig
site. The ongoing conflict in the region has impacted shipping
routes, the timely arrival of necessary equipment and created
travel difficulties for the rig crews.
The Company's rig crews, largely from Hungary and Romania, have
worked on its I-35 rig since its manufacture and are very
knowledgeable and efficient with its operation. Some of the
Company's crew members have already been on-site for 80 consecutive
days, which requires the Company to reset visas.
The one-year anniversary of the October 7th attacks marks a
particularly sensitive period, especially given the ongoing war
being fought on several fronts, and the emotional weight this date
carries for Israel, alongside the High Holy Days of Rosh HaShanah,
Yom Kippur, Sukkot, and Simchat Torah.
Zion stated, "In light of the combination of downhole, logistical,
and crew challenges, as well as holidays, and the one-year
remembrance of October 7, we have temporarily paused active
operations. This is a necessary step to ensure the safety of our
personnel and the integrity of the wellbore. We anticipate that
once we have the necessary tools and renewed visas for our crews,
we can resume operations in Q4 2024. This is, of course, all
subject to the realities of the present geopolitical environment.
The conflict in Israel, while not directly affecting our operations
on a daily basis, creates uncertainties that could affect our
schedule at any time. We remain optimistic that we can resolve our
current issues, and we remain committed to moving our project
forward as quickly and safely as possible. We will continue to
provide updates as new, significant developments arise."
About Zion Oil & Gas
Dallas, Texas-based Zion Oil & Gas is an oil and gas exploration
company with a history of 24 years of oil and gas exploration in
Israel, spanning approximately 75,000 acres under the Megiddo
Valleys License 434.
Las Vegas, Nevada-based RBSM LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
20, 2024, citing that the Company has suffered recurring losses
from operations and had an accumulated deficit that raises
substantial doubt about its ability to continue as a going concern.
[*] Eric Welchko Leads New Investment Banking Firm Harney Capital
-----------------------------------------------------------------
Harney Capital, a newly formed national boutique investment banking
firm, proudly announces its launch to provide comprehensive capital
and M&A solutions designed for private and closely held middle
market companies.
Harney Capital is a collaboration inspired by the leaders at Harney
Partners, a corporate advisory firm with a 30-year track record,
along with 20-year investment banking veteran Eric Welchko, who
will lead the new firm. While Harney Capital and Harney Partners
will operate independently, they will maintain a strategic
affiliation to enable shared advisory services and expertise.
"We are thrilled to fill a critical need for middle market
companies that are navigating the complex capital market landscape
and provide them access to services typically reserved for much
larger companies," said Eric Welchko, President of Harney Capital.
"Our strategic affiliation with Harney Partners enables us to
provide our clients with seasoned veterans who have spent their
careers solving complex corporate finance problems with world-class
solutions."
Harney Capital specializes in mergers and acquisitions, raising
debt or equity capital, and providing strategic options to owners
of privately held companies. Through their strategic affiliation
with Harney Partners, the firm will also provide strategic
advisory, turnaround, and restructuring for companies facing unique
or distressed situations.
"Harney Capital is a natural progression to further extend Harney
Partners' existing transaction advisory services," said Jim Harney,
President of Harney Partners. "Eric and his team have access to a
vast network of buyers, investors, and capital providers to support
exit and succession plans, fund growth, or simply buy more runway
time, which will be a huge benefit to many of our clients."
"I've worked closely with the team at Harney Partners for 10 years
and have witnessed their acumen in dealing with privately held
companies and securing confidence from sophisticated institutional
capital providers, including banks, commercial finance, and private
equity firms," said Welchko.
Harney Capital currently has offices in Chicago and Dallas.
About Harney Capital:
Harney Capital is a boutique investment banking firm that
specializes in mergers and acquisitions, raising debt or equity
capital, and providing strategic options to owners of privately
held middle market companies. A strategic affiliate of Harney
Partners, the firm has extended access to comprehensive operational
expertise beyond traditional investment banking.
About Harney Partners:
Harney Partners is a national corporate advisory firm that provides
a variety of solutions for middle-market companies and their
stakeholders facing complex financial and operational challenges.
The firm specializes in restructuring consulting services,
turnaround advisory (both bankruptcy and out-of-court), fiduciary
services, transaction advisory, operational improvements, interim
management and forensic/litigation services.
[*] J. Christian Nahr Joins Skadden's Banking Group in New York
---------------------------------------------------------------
Skadden announced that J. Christian Nahr has joined the firm's
Banking Group in New York as a partner.
Mr. Nahr advises private equity sponsors and their portfolio
companies, corporations, hedge and debt funds, and investment banks
on a broad range of complex cross-border and domestic leveraged
finance transactions. Drawing on more than 20 years of experience,
he represents financial sponsors in both acquisition financings and
financings for their portfolio companies. Mr. Nahr frequently
counsels clients on transactions involving dividend
recapitalizations, restructurings, hybrid structures, private
credit and direct lending. He also has significant experience in
technology-focused matters, including those involving SaaS
businesses.
Prior to joining Skadden, Mr. Nahr was head of the global finance
practice at another global law firm. He has been repeatedly
recognized in Chambers Global, Chambers USA, The Legal 500 and
IFLR1000 for his banking and finance work.
[*] John Kim and Florian Leka Join HEVS Dispute Advisory Team
-------------------------------------------------------------
Hilco Enterprise Valuation Services (HEVS), a leading provider of
valuation opinions for lenders, investment firms, advisors, and
corporations, is excited to announce the strategic expansion of its
Dispute Advisory practice with the addition of John Kim as Managing
Director and Florian Leka as Director. These appointments
underscore HEVS's commitment to growth and expanding its services
to meet the increasing demands of complex commercial disputes,
expert witness services, and enterprise valuation services.
John Kim, CPA, CPE, with nearly 30 years of disputes consulting
experience at firms including Huron Consulting, Alvarez and Marsal,
JS Held, and Deloitte, joins as a Managing Director, bringing his
extensive background in advising executive leaders, corporate
boards, and audit committees on technical accounting, financial
reporting, internal controls, auditing, and compliance matters. His
experience includes leading highly sensitive investigations and
complex disputes involving GAAP, auditing standards, and anti-fraud
programs. Mr. Kim's expertise will be pivotal in expanding HEVS's
capabilities in disputes advisory, particularly in technical
accounting and financial reporting issues.
Florian Leka brings over 16 years of disputes consulting experience
at firms including Alvarez and Marsal, AlixPartners, FTI
Consulting, and KPMG. He has provided valuation, financial and
economic analyses in complex commercial disputes, investigations,
and other event-driven consulting engagements. Mr. Leka has
provided disputes consulting services -- particularly in the
context of M&A transactions and corporate reorganizations -- across
various industries, including oil and gas, power, mining, financial
services, and technology. Mr. Leka's expertise will further enhance
HEVS's ability to deliver exceptional litigation-related advice and
testimony to law firms and their clients.
"We are thrilled to welcome both John and Florian to our team,"
said Eric Jenkins, Senior Managing Director and Head of Hilco's
Disputes Advisory practice. "Their combined expertise in complex
commercial disputes, valuation, and financial analysis expands our
capabilities to meet the growing needs of our clients across
various sectors. Our Disputes Advisory practice is growing and
becoming a leading provider of complex litigation and investigative
services."
"The addition of Mr. Kim and Mr. Leka comes at a time of
significant growth for HEVS as we continue to expand our services
in Transaction Opinions, Portfolio Valuation, Disputes Advisory,
Tax & Financial Reporting, Intellectual Property/Contractual
Appraisals, Big Ticket Equipment Finance, and Financial
Institutions Advisory," said John Fenn Senior Managing Director at
Hilco Enterprise Valuation Services. "Their roles will be
instrumental in driving HEVS's mission to provide comprehensive
expertise and service to clients across a broad spectrum of
industries."
About Hilco Enterprise Valuation Services
Hilco Enterprise Valuation
Services(https://hilcoglobal.com/companies/hilco-enterprise-valuation-services)
provides a range of enterprise valuations services to businesses
and their stakeholders. HEVS's professionals advise companies,
lenders, investors, counsel and other professional advisors, and
fiduciaries on the realizable value of enterprises, financial
instruments, and cash-generating assets in a broad range of
matters, including M&A transactions, debt and equity financings,
transaction opinions, intellectual property valuations, ESOPs,
financial reporting and compliance, special situations, and tax
matters. Through its Disputes Advisory practice, HEVS provides
complex commercial disputes and litigation consulting services,
including investigations and expert witness testimony, on
valuation-related disputes, breach of contract, economic damages,
transactional disputes, and bankruptcy related litigation.
HEVS is affiliated with Northbrook, Illinois-based Hilco Global
(www.hilcoglobal.com), the world's leading authority on maximizing
the value of business assets by delivering valuation, monetization,
advisory, and capital solutions to an international marketplace.
Hilco Global operates more than 20 specialized business units
offering services that include asset valuation and appraisal,
retail and industrial inventory acquisition and disposition, real
estate, and strategic capital equity investments.
[*] Marshall & Stevens Acquires 6th Valuation Firm, Acuity Advisors
-------------------------------------------------------------------
Marshall & Stevens, Incorporated, a premier independent valuation
advisory, litigation support, and investment banking firm, is
pleased to announce the acquisition of Acuity Advisors. Acuity is
the sixth distinguished valuation and transaction advisory firm
recently acquired by Marshall & Stevens.
Acuity is headquartered in Orange County, California, home of the
fifth largest economy in the world, and some of the most striking
coastline to be found anywhere.
Established in 1989, Acuity maintains the largest Employee Stock
Ownership Plan advisory practice on the West Coast. In addition,
Acuity has a long track record of providing defensible opinions for
financial reporting, estate and gift tax, and corporate planning
needs of its clients. At the same time, Acuity has delivered
successful outcomes to dozens of companies over the years that have
retained them to lead the execution of various forms of ownership
transition transactions. Trustees, boards of directors, investors,
entrepreneurs, and their advisors trust Acuity to provide
insightful analysis and proactive execution for a variety of
strategies where the equity of a business is changing hands.
"Joining Marshall & Stevens provides our team with a larger, more
diverse platform to serve the expanding needs of our clients," said
Chris Kramer, CFA, ASA, Founder of Acuity Advisors. "This
combination enables us to maintain our core focus of helping owners
bring about the successful transition of their businesses through
implementation of ESOP's and other strategies, while adding
resources in the areas of real estate and equipment valuations,
quality of earnings and investigative accounting, transfer pricing,
and litigation support."
"We welcome Chris Kramer back to Marshall & Stevens where he
started his valuation career over three decades ago. Chris has
assembled an impressive ESOP valuation and transaction advisory
practice at Acuity," said Mark Santarsiero, President and CEO of
Marshall & Stevens. "Adding Acuity to Marshall & Stevens is an
indication of our commitment to serving the large population of
business owners who desire thoughtful, personalized succession
planning solutions."
MARSHALL & STEVENS
Founded in 1932, Marshall & Stevens works with public and private
companies, investors, and trusted advisors to assist with mergers,
acquisitions, divestitures, financing, financial reporting, tax
planning and reporting, as well as matters of dispute, insurance,
and compliance.
Marshall & Stevens is relied upon to provide Fairness Opinions,
Solvency Opinions, and independent opinions of value of businesses,
equity and debt instruments, as well as intangible and tangible
assets including real estate.
The litigation specialists at Marshall Stevens perform
investigative accounting, valuation, damages calculations,
consulting, and expert witness services for parties requiring
assistance with bankruptcy, restructuring, and receivership, as
well as divorce, family law, regulatory, and business disputes.
Since 2023, Marshall & Stevens has grown through its acquisitions
of Reliant Business Valuation and Reliant Equipment Appraisal,
Rocky Mountain Advisory, Lone Peak Valuation Group, Value
Consulting Group, ValueScope, and now Acuity Advisors. For more
information about Marshall & Stevens, visit marshall-stevens.com.
[^] BOND PRICING: For the Week from September 9 to 13, 2024
-----------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
2U Inc TWOU 2.25 42 5/1/2025
99 Cents Only Stores LLC NDN 7.5 6.28 1/15/2026
99 Cents Only Stores LLC NDN 7.5 5.922 1/15/2026
99 Cents Only Stores LLC NDN 7.5 5.922 1/15/2026
Allen Media LLC / Allen
Media Co-Issuer Inc ALNMED 10.5 43.74 2/15/2028
Allen Media LLC / Allen
Media Co-Issuer Inc ALNMED 10.5 43.739 2/15/2028
Allen Media LLC / Allen
Media Co-Issuer Inc ALNMED 10.5 43.739 2/15/2028
Amyris Inc AMRS 1.5 0.84 11/15/2026
Anagram Holdings
LLC/Anagram
International Inc AIIAHL 10 0.75 8/15/2026
Anagram Holdings
LLC/Anagram
International Inc AIIAHL 10 0.75 8/15/2026
Anagram Holdings
LLC/Anagram
International Inc AIIAHL 10 0.75 8/15/2026
At Home Group Inc HOME 7.125 29.261 7/15/2029
At Home Group Inc HOME 7.125 29.261 7/15/2029
At Home Group Inc HOME 4.875 36.602 7/15/2028
Audacy Capital Corp CBSR 6.5 4.5 5/1/2027
Audacy Capital Corp CBSR 6.75 4.125 3/31/2029
Audacy Capital Corp CBSR 6.75 3.933 3/31/2029
Azul Investments LLP AZUBBZ 5.875 69.727 10/26/2024
Azul Investments LLP AZUBBZ 5.875 91.13 10/26/2024
BPZ Resources Inc BPZR 6.5 3.017 3/1/2049
Bank of America Corp BAC 7 95.477 9/20/2032
Bay Banks of Virginia Inc BAYK 5.625 96.231 10/15/2029
Bay Banks of Virginia Inc BAYK 5.625 96.231 10/15/2029
Beasley Mezzanine Holdings BBGI 8.625 58.726 2/1/2026
Beasley Mezzanine Holdings BBGI 8.625 57.815 2/1/2026
Biora Therapeutics Inc BIOR 7.25 57.077 12/1/2025
BuzzFeed Inc BZFD 8.5 93.265 12/3/2026
Castle US Holding Corp CISN 9.5 46.192 2/15/2028
Castle US Holding Corp CISN 9.5 46.192 2/15/2028
Citigroup Global
Markets Holdings
Inc/United States C 5.5 99.606 12/16/2024
Citigroup Global
Markets Holdings
Inc/United States C 5.35 98.477 12/16/2025
CorEnergy Infrastructure
Trust Inc CORR 5.875 70.25 8/15/2025
Curo Oldco LLC CURO 7.5 3.861 8/1/2028
Curo Oldco LLC CURO 7.5 23.554 8/1/2028
Curo Oldco LLC CURO 7.5 3.861 8/1/2028
Cutera Inc CUTR 2.25 15.75 6/1/2028
Cutera Inc CUTR 2.25 30.345 3/15/2026
Cutera Inc CUTR 4 18.625 6/1/2029
Danimer Scientific Inc DNMR 3.25 11.883 12/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 1.2 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 6.625 1.2 8/15/2027
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 2.075 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 0.988 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 6.625 1.158 8/15/2027
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 1.426 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 0.988 8/15/2026
Energy Conversion Devices ENER 3 0.762 6/15/2013
Enviva Partners LP /
Enviva Partners
Finance Corp EVA 6.5 43.5 1/15/2026
Enviva Partners LP /
Enviva Partners
Finance Corp EVA 6.5 27.527 1/15/2026
Exela Intermediate LLC /
Exela Finance Inc EXLINT 11.5 35 7/15/2026
Exela Intermediate LLC /
Exela Finance Inc EXLINT 11.5 34.17 7/15/2026
F&M Financial Corp/TN FMFNCP 5.95 88.108 9/17/2029
F&M Financial Corp/TN FMFNCP 5.95 88.108 9/15/2029
Federal Home Loan Banks FHLB 5.34 99.418 12/16/2024
Federal Home Loan Banks FHLB 4 99.394 9/16/2024
Federal Home Loan Banks FHLB 0.42 99.331 9/17/2024
Federal Home Loan Banks FHLB 1 99.352 9/16/2024
Federal Home Loan Banks FHLB 0.5 93.832 10/17/2024
Federal Home Loan Banks FHLB 0.4 99.241 9/23/2024
Federal Home Loan Banks FHLB 1 99.862 9/17/2024
Federal Home Loan Banks FHLB 0.5 99.344 9/16/2024
Federal Home Loan Banks FHLB 1.05 99.348 9/17/2024
Federal Home Loan Banks FHLB 0.55 96.968 10/15/2024
Federal Home Loan Banks FHLB 1 99.268 9/23/2024
Federal Home Loan Banks FHLB 4.2 99.374 9/20/2024
Federal Home Loan Banks FHLB 0.47 99.825 9/17/2024
Federal Home Loan Banks FHLB 0.405 99.825 9/17/2024
Federal Home Loan Banks FHLB 0.55 96.581 10/15/2024
Federal Home Loan Banks FHLB 0.55 99.204 9/23/2024
Federal Home Loan Mortgage FHLMC 5 99.159 12/16/2024
Federal Home Loan Mortgage FHLMC 4.05 99.41 9/20/2024
Federal Home Loan Mortgage FHLMC 0.42 99.893 9/17/2024
Federal Home Loan Mortgage FHLMC 0.4 99.365 9/16/2024
Federal Home Loan Mortgage FHLMC 4.15 99.402 9/20/2024
Federal Home Loan Mortgage FHLMC 0.375 99.365 9/16/2024
Federal National
Mortgage Association FNMA 0.41 99.365 9/16/2024
Federal National
Mortgage Association FNMA 0.4 99.364 9/16/2024
First Republic Bank/CA FRCB 4.625 2.25 2/13/2047
First Republic Bank/CA FRCB 4.375 2.25 8/1/2046
Forbright Inc CGLBNC 5.75 93.425 12/1/2029
Forbright Inc CGLBNC 5.75 93.425 12/1/2029
Ford Motor Credit Co LLC F 6.35 99.198 9/20/2026
Ford Motor Credit Co LLC F 6 98.431 9/20/2024
Ford Motor Credit Co LLC F 2.05 98.185 9/20/2024
GoTo Group Inc LOGM 5.5 36.962 5/1/2028
GoTo Group Inc LOGM 5.5 37.868 5/1/2028
Goldman Sachs Group Inc/The GS 7 94.164 9/20/2032
Goodman Networks Inc GOODNT 8 5 5/11/2022
Goodman Networks Inc GOODNT 8 1 5/31/2022
H-Food Holdings
LLC / Hearthside
Finance Co Inc HEFOSO 8.5 7.528 6/1/2026
H-Food Holdings
LLC / Hearthside
Finance Co Inc HEFOSO 8.5 7.528 6/1/2026
Hallmark Financial
Services Inc HALL 6.25 18.501 8/15/2029
Homer City Generation LP HOMCTY 8.734 38.75 10/1/2026
Inseego Corp INSG 3.25 78.488 5/1/2025
Invacare Corp IVC 4.25 1.002 3/15/2026
JPMorgan Chase Bank NA JPM 2 92.048 9/10/2031
JPMorgan Chase
Financial Co LLC JPM 5.5 98.839 6/23/2026
Karyopharm Therapeutics Inc KPTI 3 63.463 10/15/2025
Ligado Networks LLC NEWLSQ 15.5 15.5 11/1/2023
Ligado Networks LLC NEWLSQ 17.5 2.353 5/1/2024
Ligado Networks LLC NEWLSQ 15.5 15.75 11/1/2023
Lightning eMotors Inc ZEVY 7.5 1 5/15/2024
Luminar Technologies Inc LAZR 1.25 46.5 12/15/2026
MBIA Insurance Corp MBI 16.82297 5 1/15/2033
MBIA Insurance Corp MBI 16.82297 5.127 1/15/2033
Macy's Retail Holdings LLC M 6.9 95.297 1/15/2032
Macy's Retail Holdings LLC M 6.7 87.488 7/15/2034
Mashantucket Western
Pequot Tribe MASHTU 7.35 53 7/1/2026
Morgan Stanley MS 6.75616 99.352 9/25/2024
Morgan Stanley MS 1.8 81.513 8/27/2036
Morgan Stanley Finance LLC MS 4.5 99.041 3/27/2026
NanoString Technologies Inc NSTG 2.625 74.25 3/1/2025
Office Properties
Income Trust OPI 4.5 87.187 2/1/2025
Polar US Borrower
LLC / Schenectady
International Group Inc SIGRP 6.75 32.75 5/15/2026
Polar US Borrower
LLC / Schenectady
International Group Inc SIGRP 6.75 32.5 5/15/2026
Porch Group Inc PRCH 0.75 45.5 9/15/2026
Rackspace Technology
Global Inc RAX 5.375 29.435 12/1/2028
Rackspace Technology
Global Inc RAX 3.5 27.5 2/15/2028
Rackspace Technology
Global Inc RAX 5.375 29.305 12/1/2028
Rackspace Technology
Global Inc RAX 3.5 27.5 2/15/2028
Renco Metals Inc RENCO 11.5 24.875 7/1/2003
Rite Aid Corp RAD 7.7 5 2/15/2027
Rite Aid Corp RAD 6.875 3.133 12/15/2028
Rite Aid Corp RAD 6.875 3.133 12/15/2028
RumbleON Inc RMBL 6.75 76.888 1/1/2025
SVB Financial Group SIVB 3.5 59.5 1/29/2025
Sandy Spring Bancorp Inc SASR 4.25 90.933 11/15/2029
Shutterfly LLC SFLY 8.5 47.5 10/1/2026
Shutterfly LLC SFLY 8.5 47.5 10/1/2026
Spanish Broadcasting
System Inc SBSAA 9.75 67.5 3/1/2026
Spanish Broadcasting
System Inc SBSAA 9.75 59.5 3/1/2026
Spirit Airlines Inc SAVE 1 31 5/15/2026
Spirit Airlines Inc SAVE 4.75 64.639 5/15/2025
TerraVia Holdings Inc TVIA 5 4.644 10/1/2019
Tricida Inc TCDA 3.5 9 5/15/2027
Veritex Holdings Inc VBTX 4.75 89.688 11/15/2029
Veritone Inc VERI 1.75 32.865 11/15/2026
Virgin Galactic Holdings SPCE 2.5 31.25 2/1/2027
Vitamin Oldco Holdings Inc GNC 1.5 0.725 8/15/2020
Voyager Aviation Holdings VAHLLC 8.5 15.338 5/9/2026
Voyager Aviation Holdings VAHLLC 8.5 15.338 5/9/2026
Voyager Aviation Holdings VAHLLC 8.5 15.338 5/9/2026
Vroom Inc VRM 0.75 53.875 7/1/2026
WEA Finance LLC /
Westfield UK &
Europe Finance PLC URWFP 3.75 99.941 9/17/2024
WW International Inc WW 4.5 24.096 4/15/2029
WW International Inc WW 4.5 24.576 4/15/2029
Wells Fargo & Co WFC 2.756362 98.093 9/23/2024
Wells Fargo & Co WFC 2.750076 97.107 9/30/2024
Wesco Aircraft Holdings WAIR 9 42.14 11/15/2026
Wesco Aircraft Holdings WAIR 13.125 1.798 11/15/2027
Wesco Aircraft Holdings WAIR 9 42.14 11/15/2026
Wesco Aircraft Holdings WAIR 13.125 1.798 11/15/2027
iHeartCommunications Inc IHRT 8.375 48.118 5/1/2027
*********
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