/raid1/www/Hosts/bankrupt/TCR_Public/240923.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 23, 2024, Vol. 28, No. 266
Headlines
1 MIN LLC: Case Summary & Two Unsecured Creditors
2004 LAGOON: Hits Chapter 11 Bankruptcy in California
22ND CENTURY: Sells 9.72 Million Common Shares in Offering
921 EAST 84: Plan Exclusivity Period Extended to Dec. 9
942 PENN RR: Trustee's Suit vs. Ofer et al. Sent to State Court
AETHON UNITED: S&P Affirms 'B' ICR on Proposed Refinancing
AGILITY TRADE: Case Summary & 17 Unsecured Creditors
ALPHA GENERATION: Moody's Rates New $800MM Unsecured Notes 'B2'
AMERICAN TIRE: Moody's Cuts CFR to 'Caa3', Outlook Negative
AMERIFIRST FINANCIAL: Plan Exclusivity Period Extended to Oct. 18
ARCH THERAPEUTICS: Nets $108K in Seventh Convertible Notes Closing
ARCHDIOCESE OF NEW ORLEANS: Files Plan to Pay Abuse Survivors
ARRAKIS LLC: Case Summary & 20 Largest Unsecured Creditors
ASPEN LANDSCAPING: Tort Claimant's Ex-Counsel Has Charging Lien
ATARA BIOTHERAPEUTICS: Redmile Group Discloses 9.9% Equity Stake
BIOSIG TECHNOLOGIES: Appoints Anthony Amato as New Chairman
BLACKMARKET BAKERY: Kicks Off Subchapter V Bankruptcy Process
BURGERFI INT'L: Sept. 24 Deadline Set for Panel Questionnaires
BYJU'S ALPHA: Indian Official Surprised by U.S. Bankruptcy Ruling
CARABOBO PROSPER: Case Summary & 20 Largest Unsecured Creditors
CASTLELAKE AVIATION: S&P Places 'BB-' ICR on CreditWatch Positive
CD&R SMOKEY: S&P Affirms 'B' Issuer Credit Rating, Outlook Negative
CENTER CITY HEALTHCARE: Court Tosses Clawback Suit vs. Medline
CITIUS PHARMACEUTICALS: Defers Milestone Payment With Dr. Reddy's
CLEAN AIR CAR: District Court Dismisses Appeal in Bankruptcy Cases
CONNECT HOLDING II: Moody's Alters Outlook on 'Caa1' CFR to Stable
D&H BROADCASTING: Sells Heritage Stations After Chapter 11 Filing
DAVE & BUSTER: S&P Rates New First-Lien Term Loan B 'B'
DEAF STAR STUDIOS: Hits Chapter 11 Bankruptcy Protection
DETCO INC: North Point 66 Hits Chapter 11 With $1.61M Debt
DRF LOGISTICS: Seeks to Hire Weil Gotshal & Manges as Attorney
DRF LOGISTICS: Seeks to Tap Triple P RTS as Restructuring Advisor
EIGER BIOPHARMACEUTICALS: Completes Sale to Eiger InnoTherapeutics
EIGER BIOPHARMACEUTICALS: Exclusivity Period Extended to Oct. 28
ELITE ENDEAVORS: Seeks to Extend Plan Exclusivity to Oct. 16
ESG HOLDINGS: Taps Law Office of Donald L. Bell as Legal Counsel
FARGO BREWING: Seeks Continued Cash Collateral Access Thru Oct.
FIREFLY STORE: Case Summary & 20 Largest Unsecured Creditors
FTX TRADING: Bankman-Fried Faults Trial Judge in 2nd Circ. Appeal
FULCRUM BIOENERGY: U.S. Trustee Appoints Creditors' Committee
G-MAC CONSTRUCTION: U.S. Trustee Unable to Appoint Committee
GALAXY NEXT: Seeks to Extend Plan Exclusivity to October 7
GLENSIDE PIZZA: Seeks Subchapter V Bankruptcy in Pennsylvania
GRAND VALLEY: Case Summary & 20 Largest Unsecured Creditors
GREAT CANADIAN: Fitch Lowers LongTerm IDR to 'B' & Withdraws Rating
H.K AUTOMOTIVE: Hits Chapter 11 Bankruptcy
HALLUCINATION MEDIA: 11th Cir Keeps Ruling in Ritz Contract Row
HAPISGAH OF FLUSHING: Voluntary Chapter 11 Case Summary
HAWAIIAN HOLDINGS: S&P Alters Outlook to Stable, Ups ICR to 'BB-'
HIGHLAND CAPITAL: Dismissal of DAF Fund, et al. Case Upheld
HO WAN KWOK: Alter Ego Decision Upheld
HOODSTOCK RANCH: Kicks Off Chapter 11 Bankruptcy Proceeding
HOSPITALITY AT YORK: Case Summary & 20 Top Unsecured Creditors
HOTEL AT SOUTHPORT: Case Summary & Three Unsecured Creditors
IMPERATIVE WORLDWIDE: Moody's Affirms 'B3' CFR, Outlook Stable
IRON SPRINGS: Unsecureds Will Get 100% of Claims in Plan
IRWIN NATURALS: Taps BG Law LLP as Substitute Bankruptcy Counsel
JACKSON GARDENS: Seeks Bankruptcy Protection in Texas
JAMES R. SMITH: Seeks to Hire Orville & McDonald Law as Counsel
JGA DEVELOPMENT: Seeks to Sell Montclair Property for $759,000
JONES COMMODITIES: Lender Agrees to Cash Collateral Access
KENDON INDUSTRIES: Sec. 341(a) Meeting of Creditors on Oct. 10
KERWIN STEPHENS: Tiburon's Breach of Fiduciary Duty Claim Nixed
KOGV LLC: Seeks to Hire Narissa A. Joseph as Bankruptcy Counsel
LIFEBACK LAW: Amends Plan to Include Welsey Scott Insider Claims
LL FLOORING: Dodges Liquidation Bankruptcy Sale Approval
LLT MANAGEMENT: J&J Applauds $260M Talc Verdict Overturn
LOVE PROPERTIES: Unsecureds to Get Nothing in Sale Plan
MALLINCKRODT PLC: Defendants in Trust Suit Win Summary Judgment
MEGHAN INC: Commences Subchapter V Bankruptcy Process
MILWAUKEE INSTRUMENTS: Plan Exclusivity Period Extended to Dec. 31
MKS REAL ESTATE: Unsecureds Will Get 100% over 48 Months
MMA LAW: Lender Declares Default Following Franchise Tax Payment
MURPHY OIL: S&P Rates New $600MM Senior Unsecured Notes 'BB+'
MYRA PARK 635: Claims Will be Paid from Property Refinance
NATURALSHRIMP INC: Court Appoints Receiver Following Default Claims
NEUROONE MEDICAL: Amends Exec Agreements for Severance Benefits
NORTH MISSISSIPPI MEDIA: Voluntary Chapter 11 Case Summary
NS FOA: Xu Loses Bid to Stay Chapter 11 Proceedings
NW DEVELOPERS: Case Summary & 13 Unsecured Creditors
OLD REDFORD ACADEMY: S&P Affirm 'BB-' LT Rating on Revenue Bonds
PARK 151 CS: Rental Income to Fund Plan Payments
PHCV4 HOMES: Hits Chapter 11 Bankruptcy Protection
PHEONIX ENTERPRISES: Kicks Off Chapter 11 Bankruptcy Process
PRAIRIE KNOLLS: Case Summary & 20 Largest Unsecured Creditors
PROJECT EVEREST: Fitch Hikes LongTerm IDR to 'B+', Outlook Stable
PROVIDENT FUNDING: Fitch Alters Outlook on B LongTerm IDR to Stable
PURE PRAIRIE: Case Summary & 20 Largest Unsecured Creditors
RAGING BULL: Trustee Seeks to Hire Agentis PLLC as Counsel
REBORN COFFEE: 2024 Annual Meeting Set for October 24
RED RIVER TALC: J&J Sends Talc Unit to Chapter 11 for 3rd Time
RED RIVER: Voluntary Case Summary & 15 Largest Law Firms
REDLINE METALS: U.S. Trustee Appoints Creditors' Committee
RISE MANAGEMENT: Seeks to Hire Latter & Blum as Leasing Agent
ROOFSMITH RESTORATION: Unsecureds to Get 10 Cents on Dollar in Plan
ROYAL CARIBBEAN: Moody's Rates New Senior Unsecured Notes 'Ba2'
SCO ENTERPRISES: Amends Unsecured Claims Pay Details
SIERRA ENTERPRISES: Moody's Ups CFR to Caa1 & 1st Lien Debt to B3
SONYA PORRETTO: 5th Cir. Affirms Dismissal of Claims v. GLO
SQRL SERVICE: Founder Joseph Smith Denies $624K Loan Signature
STEWARD HEALTH: Seeks to Extend Plan Exclusivity to Dec. 2
STREAM TV: Trustee Taps SSG Advisors as Investment Banker
SUPREME ELECTRICAL: Wins Court Permission to Use Cash Collateral
SYCAMORE GARDENS: Files for Chapter 11 Bankruptcy
TA PARTNERS: Unsecureds Will Get 100% of Claims in Plan
TERRAFORM LABS: DOJ Slams Bankruptcy Plan
THUNDER GENERATION: S&P Assigns Prelim 'BB-' Rating on Term Loan B
TIME OUT PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
TIMEKEEPERS INC: Seeks Court Approval to Use Cash Collateral
TOP PARK: Case Summary & 20 Largest Unsecured Creditors
TUPPERWARE BRANDS: Sept. 26 Deadline Set for Panel Questionnaires
TWELFTH FLOOR: Case Summary & Two Unsecured Creditors
VESTOGE FREDERICK: Property Sale Proceeds to Fund Plan
VISION CAPITAL: Sec. 341(a) Meeting of Creditors on Oct. 3
VMR CONTRACTORS: Unsecureds to Recover 5% to 10% over 5 Years
W.F. JACKSON: Plan Exclusivity Period Extended to Oct. 31
WEST CENTRO: Seeks to Hire Latter & Blum as Leasing Agent
WHITEHORSE 401: Hires FIA Capital Partners as Financial Advisor
WINDSOR HOLDINGS: S&P Rates New Secured Term Loans 'B+'
WINDTREE THERAPEUTICS: Sells $3.2 Million in Common Stock
WISCONSIN & MILWAUKEE: Seeks to Hire Sikich LLC as Accountant
YELLOW CORP: Loses PBGC Pension Bailout Liability Rules Challenge
ZYMERGEN INC: Pays $30-Mil. Penalty for Misleading Pre-IPO Claims
[^] BOND PRICING: For the Week from September 16 to 20, 2024
[^] Hilco's Sprayregen Named 2024 Harvey R. Miller Awardee
*********
1 MIN LLC: Case Summary & Two Unsecured Creditors
-------------------------------------------------
Debtor: 1 Min LLC
Renton, WA 98056
Business Description: 1 Min LLC is engaged in activities related
to real estate.
Chapter 11 Petition Date: September 20, 2024
Court: United States Bankruptcy Court
Eastern District of Washington
Case No.: 24-01519
Debtor's Counsel: James L. Day, Esq.
BUSH KORNFELD LLP
601 Union St., Suite 5000
Seattle, WA 98101-2373
Tel: (206) 292-2110
Fax: (206) 292-2104
Email: jday@bskd.com
Total Assets: $0
Total Liabilities: $122,156,384
The petition was signed by Michael P. Christ as member and CEO.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/KQE73JA/1_Min_LLC__waebke-24-01519__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Two Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Cai et al v Christ et Lawsuit $0
al Plaintiffs
c/o Reid & Wise LLC
One Penn Plaza,
Suite 2015
New York, NY 10119
2. Southport Hotel Unknown
Eb-5, LP
10605 SE 240th St.
PMB #115
Kent, WA 98031
2004 LAGOON: Hits Chapter 11 Bankruptcy in California
-----------------------------------------------------
2004 Lagoon LLC filed Chapter 11 protection in the Northern
District of California. 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 30, 2024 at 1:00 p.m. via UST Teleconference, Call in
number/URL: 1-877-991-8832 Passcode: 4101242.
About 2004 Lagoon LLC
2004 Lagoon LLC is engaged in activities related to real estate.
2004 Lagoon LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-41357) on Sept. 3,
2024. In the petition filed by Vi Tran, as manager, the Debtor
estimated its assets and liabilities to be between $1 million and
$10 million.
The Debtor is represented by:
Leeds Disston, Esq.
300 Frank H Ogawa Plz, Suite 205
Oakland CA 94612-2060
Tel: 510-835-8110
E-mail: casdiss@yahoo.com
22ND CENTURY: Sells 9.72 Million Common Shares in Offering
----------------------------------------------------------
22nd Century Group, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that on September 13,
2024, the Company entered into a subscription agreements with
certain institutional investors and high net worth individuals,
pursuant to which the Company agreed to issue and sell to the
Investors 6,100,000 shares of Common Stock of the Company at a
price of $0.57 per share for gross proceeds to the Company of $3.48
million. The Shares to be issued in the offering were offered
at-the-market under Nasdaq rules and pursuant to the Company's Form
1-A, initially filed by the Company with the SEC under the
Securities Act of 1933, as amended, on August 2, 2024 and qualified
on August 13, 2024. The total amount of the Shares sold under the
Regulation A offering is 9,720,000 shares. The Shares were not
placed through the efforts of a placement agent and no fees or
commissions are to be paid on the transaction to anyone.
The Company has the ability, at its election, to raise additional
proceeds of up to approximately $15.8 million on the same terms and
conditions pursuant to the Offering Statement from time to time.
Any additional sales made pursuant to the Offering Statement will
be disclosed through subsequent prospectus supplements.
Notwithstanding that the Company desires to consummate one or more
additional sales in the future, at this time the Company has no
such additional oral or written agreements to consummate any such
sales, and, as such, it cannot guarantee that any such sales will
occur in the future.
Additionally, on the same date, the Company and the Investors
entered into a warrant purchase agreement relating to the private
placement of 12,200,000 warrants to purchase an equal number of
shares of common stock, at a purchase price of $0.00001 per
warrant. The warrants are immediately exercisable at an exercise
price of $1.00 per share of common stock, expire five years
following the issuance date and are subject to adjustment in
certain circumstances, including upon any subsequent equity sales
at a price per share lower than the then effective exercise price
of such warrants, then such exercise price shall be lowered to such
price at which the shares were offered; provided however, that such
lower exercise price shall not be effected unless and until the
Company has obtained stockholder approval for such adjustment. The
net proceeds to the Company expected from the Offering after
deducting Company's estimated offering expenses, are expected to be
approximately $122.
The warrants and shares issuable upon exercise of the warrants are
being issued in a private placement and are exempt from
registration under the Securities Act of 1933, as amended, in
reliance on Section 4(a)(2) thereof as a transaction not involving
a public offering and/or Rule 506 of Regulation D promulgated
thereunder. The Company has agreed to file a registration statement
on Form S-3 (or other appropriate form if the Company is not then
S-3 eligible) within 30 days upon the demand of the Investors.
About 22nd Century Group
Mocksville, N.C.-based 22nd Century Group, Inc. is a tobacco
products company specializing in the sales and distribution of its
proprietary reduced nicotine tobacco products, which have been
authorized as Modified Risk Tobacco Products by the FDA. The
company also provides contract manufacturing services for
conventional combustible tobacco products for third-party brands.
Buffalo, N.Y.-based Freed Maxick, CPAs, PC, the company's auditor
since 2011, issued a "going concern" qualification in its report
dated March 28, 2024. The report cited that the company has
incurred significant losses and negative cash flows from operations
since inception and expects to continue incurring additional losses
until it can generate substantial revenue and profit in its tobacco
business. Additionally, the company reported negative working
capital and a shareholders' deficit as of December 31, 2023,
raising substantial doubt about its ability to continue as a going
concern.
For the year ended December 31, 2023, the company reported a net
loss of $140.8 million, compared to a net loss of $59.8 million in
2022. As of June 30, 2024, 22nd Century Group had $24.1 million in
total assets, $25 million in total liabilities, and $955,000 in
total stockholders' deficit.
921 EAST 84: Plan Exclusivity Period Extended to Dec. 9
-------------------------------------------------------
Judge Nancy Hershey Lord of the U.S. Bankruptcy Court for the
Eastern District of New York extended 921 East 84 Street LLC's
exclusive period to file a small business chapter 11 plan of
reorganization and disclosure statement to December 9, 2024.
As shared by Troubled Company Reporter, the Debtor is the owner of
the property located at 921 East 84 Street, Brooklyn, NY 11236. Due
to the scheduled foreclosure sale, the Debtor filed bankruptcy
proceedings in order to resolve the claim of the secured Creditor.
The Debtor explains that the requested extension of the exclusivity
period and the time period to file a plan and disclosure statement
is necessary due to the fact, that the time to file a plan and
disclosure statement is set to expire on September 9, 2024, and the
Debtor needs additional time to resolve the claim filed by the main
secured Creditor PennyMac Loan Services, LLC, to obtain Court
approval of the reached terms and to file a plan of reorganization
and disclosure statement, offering treatment to the main and other
remaining Creditors of the estate. On June 26, 2024, the Debtor
proposed an offer and is currently waiting for the response from
the Bank.
921 East 84 Street LLC is represented by:
Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
2799 Coney Island Avenue., Suite 202
Brooklyn, NY 11235
Telephone: (718) 513-3145
Email: alla@kachanlaw.com
About 921 East 84 Street LLC
921 East 84 Street LLC in Brooklyn, NY, filed its voluntary
petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No.
24-40148) on January 11, 2024, listing $529,000 in assets and
$1,005,542 in liabilities. Hillel Stein as president, signed the
petition.
Judge Nancy Hershey Lord oversees the case.
The LAW OFFICES OF ALLA KACHAN, P.C., serves as the Debtor's legal
counsel.
942 PENN RR: Trustee's Suit vs. Ofer et al. Sent to State Court
---------------------------------------------------------------
Judge Beth Bloom of the United States District Court for the
Southern District of Florida remanded the case captioned as BARRY
E. MUKAMAL, Plaintiff, v. RAZIEL OFER, RAFAEL ROBERTO MENDEZ, CASA
FINANCIAL HOLDINGS, LLC, ZODIAC CAPITAL, LLC, DREXEL FINANCIAL LLC,
RONIEL RODRIGUEZ, IV, AJAR HOLDINGS, LLC, Defendants, Case No.
24-cv-22803-BB (S.D. Fla.), to the Circuit Court for the Eleventh
Judicial Circuit for Miami-Dade County, Florida.
Both Ofer and defendant Rafael Roberto Mendez hold an equal 50%
interest in debtor 942 Penn RR, LLC and are Class 3 Equity Interest
Holders under the Bankruptcy Plan confirmed in the Debtor's case.
On January 18, 2023, Barry Mukamal, the Chapter 11 Trustee and now
Plan Administrator, filed his First Amended Plan of Liquidation,
which was confirmed on March 28, 2023. On April 12, 2023, Mukamal
closed the sale of real property associated with 942 Penn, pursuant
to an order from the Bankruptcy Court. Post sale, $800,000 in
surplus funds were identified, which is the subject of the adverse
claims at issue in this matter.
Mukamal was served by various judgment creditors of Ofer and
Mendez, asserting that, as creditors, they are entitled to the
funds. He then filed an Interim Distribution Motion on May 20,
2024, seeking to either distribute the surplus $800,000 to Ofer and
Mendez evenly or to distribute the surplus funds to the Charging
Order Defendants. With respect to Ofer, the Defendant seeking
removal, if the Charging Orders are valid and enforceable, all
$400,000 that would otherwise be distributed to him, will be
distributed to the Charging Order Defendants.
By Order of the Bankruptcy Court, Mukamal filed a Complaint for
Interpleader in the Circuit Court for the Eleventh Judicial Circuit
in and for Miami-Dade County, Complex Business Division on July 11,
2024, Case No. 2024-CA-12899-01. He also deposited the funds in the
Registry of the Clerk of the Circuit Court of the Eleventh Judicial
Circuit in and for Miami-Dade County as required by the Bankruptcy
Order.
Ofer seeks to invoke jurisdiction pursuant to 28 U.S.C. Sec. 1331
which provides that "[t]he district courts shall have original
jurisdiction of all civil actions arising under the Constitution,
laws, or treaties of the United States." Ofer fails to meet this
threshold burden. The party attempting to invoke the federal
court's jurisdiction bears the burden of establishing that
jurisdiction. In his Notice, Ofer fails to cite to any law,
provision in the Constitution, or relevant treaty which confers
Sec. 1331 jurisdiction, the Court finds. Accordingly, Ofer fails
to establish that the Court has jurisdiction pursuant to Sec. 1331.
Ofer asserts jurisdiction exists pursuant to 28 U.S.C. Sec. 1334 as
"[t]he outcome of the litigation could have a conceivable effect in
the estate being administered in bankruptcy." The Court finds the
argument insufficient to assert federal question jurisdiction.
Ofer alleges jurisdiction is alternatively proper pursuant to 28
U.S.C. Sec. 1335(a)(1), the statute conferring jurisdiction with
respect to interpleader. According to the Court, this section does
not provide jurisdiction over the Interpleader Action. Section 1335
requires that diversity jurisdiction pursuant to Sec. 1332 already
exist among the claimants. Ofer has failed to establish diverse
citizenship under section Sec. 1332 and is a requirement of a Sec.
1335(a)(1) interpleader action. Accordingly, Sec. 1335(a)(1) does
not confer jurisdiction in this matter.
Ofer filed his Notice invoking diversity jurisdiction pursuant to
28 U.S.C. Sec. 1332, and federal question jurisdiction, generally.
The Court says jurisdiction pursuant to Sec. 1331 or Sec. 1332 must
be satisfied for a defendant to properly remove a civil action from
state court to federal court. The Court has already determined that
diversity jurisdiction does not exist with respect to citizenship
and no federal question has been sufficiently raised. Accordingly,
removal is not proper.
A copy of the Court's decision dated August 23, 2024, is available
at https://urlcurt.com/u?l=6ShJ99
About 942 Penn RR
942 Penn RR, LLC, owns a short-term luxury apartment building
located at 942 Pennsylvania Ave., Miami Beach, Fla.
942 Penn RR filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14038) in
Miami on May 23, 2022, with $1,617,630 in total assets and
$27,179,541 in total liabilities. Raziel Ofer, the manager, signed
the petition.
Judge Robert A. Mark oversees the case.
The Law Office of Mark S. Roher, PA is the Debtor's legal counsel.
On June 29, 2022, the court appointed Barry E. Mukamal as the
Debtor's Chapter 11 trustee. On March 28, 2023, the court confirmed
the Debtor's Chapter 11 plan of liquidation and appointed Mr.
Mukamal as the plan administrator. Mr. Mukamal is represented by
Bast Amron, LLP.
AETHON UNITED: S&P Affirms 'B' ICR on Proposed Refinancing
----------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on
Dallas-based oil and natural gas exploration and production (E&P)
company Aethon United BR L.P.
At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating (50%-70%; rounded estimate: 60%) to the company's
proposed notes.
Aethon United plans to issue $1 billion of senior unsecured notes.
S&P Global Ratings expect the company will use the proceeds from
the transaction to refinance its existing $750 million senior
unsecured notes due February 2026, repay a portion of the
outstanding borrowings on its reserve-based lending (RBL) credit
facility, and pay fees and expenses.
S&P said, "The stable outlook reflects our expectation that the
transaction will address Aethon United's upcoming maturities and
reduce its refinancing risk. We also anticipate the company's
credit metrics will remain commensurate with the current rating,
including funds from operations (FFO) to debt of about 40% this
year.
"We believe the proposed transaction will support the company's
credit quality by reducing its refinancing risk. Aethon United's
existing $750 million senior unsecured notes mature in February
2026 and its RBL facility matures in December 2025, though the
maturity of its RBL will accelerate to November 2025 if the notes
remain outstanding. The company intends to use the proceeds from
the proposed transaction to repay its existing notes before they
become current next year. As part of the transaction, we also
expect Aethon United will repay a portion of its RBL and extend the
facility's maturity by five years to 2029, which will further
reduce its refinancing risk and bolster its liquidity. As of June
30, 2024, the company has $739 million of outstanding borrowings on
the facility.
"Although the proposed $1 billion issuance will not affect Aethon
United's credit ratios, given that it plans to use the additional
debt to repay a portion of its outstanding revolver borrowings, the
transaction will lead to incremental debt under our recovery
analysis, which assumes the RBL is fully drawn under our
hypothetical default scenario. Therefore, we assigned our 'B'
issue-level rating and '3' recovery rating (rounded estimate: 60%)
to the issuance, which compares with our 'B+' issue-level rating
and '2' recovery rating on its existing notes. Our estimate of
Aethon United's recovery enterprise value is largely consistent
with our previous review.
"We anticipate the company's production volume growth will remain
muted over the next year. Aethon United operates exclusively in the
natural gas-rich Haynesville shale. Natural gas prices have
remained low through much of 2024, which has led to weaker
operating results for the company through the first half.
Management took steps to respond to the low commodity prices by
deferring its completions and choking back its existing production
in the beginning of the year. Our current hydrocarbon price deck
assumes Henry Hub natural gas prices will remain subdued at $2.50
per million Btus (/mmBtu) for the remainder of the year before
improving somewhat to $3.25/mmBtu next year (modestly above our
estimate of Aethon's breakeven price). Therefore, we anticipate the
company will complete additional wells in the second half of the
year. Overall, we anticipate Aethon's production will remain
largely flat in 2024 before increasing modestly by about 5% in
2025.
"We forecast the company's credit metrics will weaken in 2024 but
remain in line with our expectations for the current rating. Aethon
United's total debt has increased somewhat since year-end 2023
because it made an additional draw on its credit facility to
finance a small upstream acquisition and its ongoing capital
expenditure (capex). Nonetheless, while we forecast the company's
free operating cash flow (FOCF) will remain negative in 2024, we
expect it will improve relative to the prior year because its capex
related to its midstream projects will moderate. We also believe
Aethon United's operational performance will continue to benefit
from its vertically integrated strategy and hedge position. The
company's owned midstream assets also allow it to minimize its
costs associated with utilizing third-party infrastructure while
also generating some fee income from other companies' volumes.
Aethon United has also hedged approximately two-thirds of its
remaining production in 2024, and a material portion of its
expected production next year, at above-market prices. Therefore,
we forecast the company's funds from operations (FFO) to debt will
decline to about 40% in 2024 (from about 55% in 2023) before
improving to about 45% in 2025. We also expect its FOCF to debt
will remain negative in 2024 before improving to about 15% in
2025.
"The stable outlook reflects our expectation that Aethon United
will not have any near-term maturities following the proposed
transaction. We also expect that, despite weak natural gas prices,
the company's credit measures will decline but remain commensurate
with the rating as it benefits from its hedge position and limited
use of debt. Specifically, we forecast Aethon United's FFO to debt
will decline to about 40% in 2024 from about 55% in 2023, while its
debt to EBITDA increases to about 2x from the high-1x area over the
same period."
S&P could lower its rating on Aethon United over the next 12 months
if its FFO to debt approaches 20% on a sustained basis or its
liquidity materially weakens. This could occur if:
-- The proposed transaction does not close in line with S&P's
current expectations;
-- Commodity prices weaken significantly below our current
expectations and the company doesn't implement a corresponding
reduction in its capital spending; or
-- The company pursues a more-aggressive financial policy that
prioritizes shareholder rewards over debt repayment or executes a
large debt-financed acquisition.
S&P could raise its rating on Aethon United over the next 12
months:
-- The company expands its production and developed reserves to
levels commensurate with those of its higher-rated peers;
Its liquidity remains adequate, with ample capacity under its RBL
facility; and
-- Its FFO to debt remains well above 20%.
S&P said, "Environmental factors are a negative consideration in
our credit rating analysis of Aethon United because the E&P
industry is contending with the accelerating energy transition and
adoption of renewable energy sources. We believe falling demand for
fossil fuels will lead to declining profitability and returns for
the industry as it fights to retain and regain investors that seek
higher-return investments." As part of its ESG initiatives, Aethon
United has reduced its emissions intensity by 75% over 2016-2021
and aims to reduce its carbon intensity by another 85% by 2031. The
company uses standardized measures, including those from the Global
Reporting Initiative and Sustainability Accounting Standards Board,
to help measure and report its emissions. Aethon United is also
investing in a carbon capture and underground sequestration project
to store its carbon dioxide emissions.
AGILITY TRADE: Case Summary & 17 Unsecured Creditors
----------------------------------------------------
Debtor: Agility Trade LLC
241 Amberwood Court
Bloomingdale, IL 60108
Chapter 11 Petition Date: September 20, 2024
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 24-13939
Judge: Hon. Deborah L Thorne
Debtor's Counsel: David Freydin, Esq.
LAW OFFICES OF DAVID FREYDIN
8707 Skokie Blvd
Suite 305
Skokie, IL 60077
Tel: 888-536-6607
Fax: 866-575-3765
E-mail: david.freydin@freydinlaw.com
Total Assets: $542,600
Total Liabilities: $1,439,549
The petition was signed by Pavlin Panev as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 17 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/4OLXIAY/Agility_Trade_LLC__ilnbke-24-13939__0001.0.pdf?mcid=tGE4TAMA
ALPHA GENERATION: Moody's Rates New $800MM Unsecured Notes 'B2'
---------------------------------------------------------------
Moody's Ratings assigned a B2 rating to Alpha Generation, LLC's
(AlphaGen) $800 million of senior unsecured notes. This is two
notches below the company's Ba3 corporate family rating that
Moody's assigned on September 10, 2024. This financing is part of
AlphaGen's $2.75 billion long-term debt issuance plan, which
includes a Ba2 rated $1.95 billion backed senior secured term loan
B. AlphaGen's speculative grade liquidity (SGL) rating of SGL-2 is
unchanged. The rating outlook is stable.
The proceeds of the issuances will be used to refinance existing
project debt totaling $2.4 billion, including approximately $1.1
billion issued by Parkway Generation, LLC (B1 stable) and $846
million issued by Generation Bridge Northeast, LLC (Ba2 stable). In
addition, excess cash will be used to fund the reset of certain
energy hedges, to finance AlphaGen's operational performance
improvement initiatives, and to provide post-close liquidity as
well as for other general corporate purposes.
The rating action incorporates governance related ESG
considerations, including the company's general financial policies
related to leverage targets and dividend distributions as well as
its lack of track record as a newly formed entity.
RATINGS RATIONALE
"AlphaGen's credit profile is supported by its portfolio of
generation assets in PJM, NYSIO and ISO-NE, which benefit from
their strategic locational value. The company is well positioned to
take advantage of a power demand surge in PJM, its primary power
market," stated Jairo Chung, Moody's Ratings Vice President –
Senior Credit Officer. "These benefits are offset by its high fuel
concentration, which is mostly natural gas with some oil, a limited
track record as a newly formed company, and its exposure to
merchant energy markets and the inherent risk associated with
managing sometimes volatile market conditions," added Chung.
With planned total leverage of around $2.7 billion and cash flow
having relatively good visibility based on the known capacity
prices and existing energy hedges, AlphaGen should be able to
produce cash flow from operations before changes in working capital
(CFO pre-WC) to debt in the low 20% range in 2025 and 2026.
For more information, please refer to the rating action press
release on AlphaGen's previous debt issuance dated September 10,
2024.
Rating outlook
The stable outlook reflects Moody's expectation that AlphaGen will
generate stable and relatively visible cash flow over the next 2-3
years and maintain moderate leverage, resulting in its key credit
metric, cash flow from operations before changes in working capital
to debt, being in the low 20% range. It also incorporates Moody's
expectation that the company's financial policy will be measured
and consistent while it is building a track record.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Factor that could lead to an upgrade
AlphaGen's ratings could be upgraded if its financial performance
results in credit metric improvement including if its CFO pre-WC to
debt ratio is maintained above 18% on a sustained basis, and its
operations remain stable and consistent across its fleet.
Factors that could lead to a downgrade
A rating downgrade could be considered if AlphaGen's key credit
metrics deteriorate such that its CFO pre-WC to debt ratio falls
below 13% on a sustained basis. Also, if AlphaGen experiences
operational challenges including extended unplanned outages, is
unable to manage market and commodity volatility effectively, or if
there are changes in its financial policy that put pressure on the
company's financial condition, a rating downgrade could be
possible.
AlphaGen is a newly formed independent power producer with
approximately 11.3GW of generating capacity in PJM, NYISO, ISO-NE
and CAISO. It is majority owned by funds managed by ArcLight
Capital Partners, LLC.
LIST OF AFFECTED RATINGS
Issuer: Alpha Generation, LLC
Assignments:
Senior Unsecured, Assigned B2
The principal methodology used in this rating was Unregulated
Utilities and Unregulated Power Companies published in December
2023.
AMERICAN TIRE: Moody's Cuts CFR to 'Caa3', Outlook Negative
-----------------------------------------------------------
Moody's Ratings downgraded American Tire Distributors, Inc.'s (ATD)
corporate family rating to Caa3 from B3 and probability of default
rating to Caa3-PD from B3-PD. Moody's also downgraded the rating on
the company's backed senior secured bank credit facility to Ca from
Caa1. The outlook is negative.
The ratings downgrades reflect Moody's view that the potential for
a debt restructuring has increased materially. ATD's earnings have
significantly declined over the last several quarters resulting in
debt/EBITDA that Moody's expect will be at unsustainable levels
over the next 12-18 months. Liquidity remains weak with limited
availability under the asset-based credit facility (ABL) and the
likelihood of negative free cash flow in 2024.
Governance was a key consideration for this rating action due to
the increased probability for a restructuring. Governance factors
including aggressive financial strategies and risk management
practices resulted in high financial leverage and weak liquidity.
The credit impact score was revised to CIS-5 from CIS-4 to reflect
these risks and a track record that has failed to adequately
address the declining operating results and resulted in management
turnover. The CIS-5 indicates that the rating is lower than it
would have been if ESG risk exposures did not exist and that the
negative impact is more pronounced than for issuers scored CIS-4.
RATINGS RATIONALE
ATD's Caa3 CFR reflects the company's unsustainable financial
leverage, weak liquidity and limited cushion on its financial
covenant. ATD's performance in the first half of 2024 was much
weaker than Moody's previously anticipated. Debt to LTM EBITDA at
June 30, 2024 was 21.2x while the company generated negative free
cash flow of $205 million for the last 12 months.
The company has been hurt by weaker demand as well as an
unfavorable product shift as consumers have meaningfully down
tiered replacement tire purchases. Lower tiered tires generate
significantly lower margins and this has had a negative impact on
the company. Demand for the company's products have been adversely
impacted by lower auto aftermarket spending for replacement tires
since early 2022. The company has implemented a plan to eliminate
costs and reduce inventories. ATD's ability to successfully execute
on this effort and to improve margins meaningfully in the near term
while consumer demand is soft remains unknown. For the 12 months
ended June 30, 2024, EBITDA margin was 2.0%.
ATD's liquidity is weak and cushion on the covenants is tight.
Moody's expect the company to maintain a modest cash position and
generate negative free cash flow in 2024. Moody's also expect ATD
to remain heavily reliant on its $1.1 billion ABL which has been
drawn on to fund cash flow shortfalls. The company also has $25
million undrawn on the new $75 million ABL DDTL FILO.
The negative outlook reflects Moody's concern that earnings will
continue to be weak over the next twelve months and debt/EBITDA
will remain elevated at unstainable levels.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if ATD materially improves its
liquidity and increases earnings. In addition, demonstrating a
trajectory of reducing debt/EBITDA to a more sustainable levels
could support an upgrade.
The ratings could be downgraded if Moody's believe the likelihood
of default, including a distressed exchange, increases or Moody's
estimate of recovery rates declines.
Headquartered in Huntersville, North Carolina, American Tire
Distributors, Inc. is a wholesale distributor of tires, custom
wheels, and related tools in North America. Revenue for the twelve
months ended June 30, 2024 was approximately $5.7 billion. The
company is majority-owned by a large consortium of investors.
The principal methodology used in these ratings was Distribution
and Supply Chain Services published in February 2023.
AMERIFIRST FINANCIAL: Plan Exclusivity Period Extended to Oct. 18
-----------------------------------------------------------------
Judge Thomas M. Horan of the U.S. Bankruptcy Court for the District
of Delaware extended AmeriFirst Financial, Inc., and Phoenix 1040
LLC's exclusive periods to file a plan of reorganization and obtain
acceptance thereof to November 18, 2024 and January 16, 2025,
respectively.
As shared by Troubled Company Reporter, causes exists to extend the
Exclusive Periods. First, the Debtors continue to make good-faith
progress. Early on in these cases, the Debtors obtained approval to
continue certain business operations in the ordinary course. The
Debtors also consummated a sale of the bulk of their commercial
line of business. In addition, the Debtors recently concluded the
sale of their most valuable asset, their mortgage servicing rights
(the "MSR Sale").
In connection therewith, the Debtors worked with a variety of
parties, including Ginnie Mae, Fannie Mae and Freddie Mac to ensure
the Debtors obtained all necessary approvals prior to the "Transfer
Date" at which point additional sale proceeds were to be paid into
the estates. The Debtors also obtained final approval of a debtor
in possession financing provided by RCP Credit Opportunities Fund
Loan SPV (Fund III), L.P. and RCP Customized Credit Fund (Fund
IV-A), L.P. (collectively, "RCP").
Second, the requested extensions have a legitimate purpose and will
not pressure creditors to accede to the Debtors' demands. The
Debtors are not seeking to delay these chapter 11 cases by
requesting the relief sought herein. Rather, the Debtors intend to
use the extensions of the Exclusive Periods to ultimately seek
confirmation of a plan of liquidation and exit chapter 11 in a
timely manner, without the unnecessary costs and distraction of a
competing plan process.
Lastly, creditors will not be prejudiced by extending the Exclusive
Periods. The Debtors seek to extend the Exclusive Periods to enable
them to maximize the value of their estates through consummation of
a plan of liquidation. All stakeholders would benefit from the
continued stability and predictability of having the Debtors as the
sole plan proponents, and the Debtors will continue to work
constructively with their creditors and all parties in interest to
resolve any outstanding issues on a consensual basis whenever
possible.
Counsel for the Debtors:
Laura Davis Jones, Esq.
David M. Bertenthal, Esq.
Timothy P. Cairns, Esq.
Pachulski Stang Ziehl & Jones, LLP
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington, DE 19899
Telephone: (302) 652-4100
Facsimile: (302) 652-4400
Email: ljones@pszjlaw.com
About AmeriFirst Financial
AmeriFirst Financial, Inc., is a mid-sized independent mortgage
company in Mesa, Ariz.
AmeriFirst and its affiliate Phoenix 1040, LLC, filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 23-11240) on Aug. 24, 2023.
In the petitions signed by T. Scott Avila, chief restructuring
officer, each Debtor disclosed between $50 million and $100million
in both assets and liabilities.
Judge Thomas M. Horan oversees the cases.
The Debtors tapped Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones, LLP as bankruptcy counsel; and Paladin Management
Group, LLC as restructuring advisor. Omni Agent Solutions, Inc., is
the claims, noticing and administrative agent.
On Sept. 15, 2023, the Office of the United States Trustee
appointed an official committee of unsecured creditors. The
committee tapped Morris, Nichols, Arsht & Tunnell LLP as its
counsel.
ARCH THERAPEUTICS: Nets $108K in Seventh Convertible Notes Closing
------------------------------------------------------------------
Arch Therapeutics, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that the Company
consummated a seventh closing of the Convertible Notes Offering
pursuant to the terms and conditions of the SPA with certain
institutional and accredited individual investors who have
previously purchased secured promissory notes from the Company,
providing for the issuance and sale by the Company to the Investors
2024 First Notes convertible into shares of Common Stock. The 2024
First Notes were issued as part of the Convertible Notes Offering
previously authorized by the Company's board of directors. In
connection with the Seventh Closing of the Convertible Notes
Offering, the Company issued and sold to the Investors 2024 First
Notes in the aggregate principal amount of $129,600, which includes
an aggregate $21,600 original issue discount in respect of the 2024
First Notes. The net proceeds for the sale of the 2024 First Notes
was approximately $108,000, after deducting issuance discounts. The
Seventh Closing of the sale of the 2024 First Notes under the SPA
occurred on September 10, 2024.
As previously disclosed, the Company entered into a Securities
Purchase Agreement, dated May 15, 2024, with certain institutional
and accredited individual investors who have previously purchased
secured promissory notes from the Company, providing for the
issuance and sale by the Company to the investors certain Secured
Promissory Notes convertible into shares of common stock, par value
$0.001 per share. The initial closing of the Convertible Notes
Offering occurred on May 15, 2024.
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at:
https://tinyurl.com/5fs3xwa4
About Arch Therapeutics Inc.
Framingham, Mass.-based Arch Therapeutics, Inc. is a biotechnology
company focused on developing and marketing products based on its
innovative AC5 self-assembling technology platform.
Los Angeles, Calif.-based Weinberg & Company, P.A., the company's
auditor since 2024, issued a "going concern" qualification in its
report dated February 14, 2024. The report indicated that during
the year ended September 30, 2023, the company incurred a net loss
and utilized cash flows in operations, with recurring losses since
inception. These conditions raise substantial doubt about the
company's ability to continue as a going concern.
For the year ended September 30, 2023, Arch Therapeutics recorded a
net loss of $6,982,836. As of June 30, 2024, the company had
$1,397,644 in total assets, $13,958,210 in total current
liabilities, and $12,560,566 in total stockholders' deficit.
ARCHDIOCESE OF NEW ORLEANS: Files Plan to Pay Abuse Survivors
-------------------------------------------------------------
Stephanie Riegel of Nola.com reports that more than four years
after filing Chapter 11 bankruptcy amid a growing number of
childhood sex abuse claims against local priests and other clergy,
the Archdiocese of New Orleans filed a reorganization plan Friday,
September 13, 2024. seeks to compensate abuse survivors for their
decades of suffering while keeping the nation's second-oldest
diocese financially afloat.
The plan came just hours after abuse survivors submitted their own
proposal, one requesting monetary compensation far greater than the
amount offered by the church, highlighting the gulf that has
persisted between the two sides since the case was filed in May
2020.
The church's plan would create a $62.5 million trust for survivors,
with $50 million coming from the archdiocese and $12.5 million
coming from its parishes and charitable organizations, which are
not technically in bankruptcy themselves.
The trust would get additional money from the sale of church-owned
properties, though there is no estimate in the plan of how much
those property sales would generate.
The plan also calls for giving a court-appointed trustee the right
to pursue millions of additional dollars for survivors from church
insurance companies, which have not yet agreed to the settlement.
There is no estimate of what those suits could eventually bring.
An estimated 550 survivors have filed claims in the case, which, if
distributed equally, would mean survivors would get about $113,600
each under a $62.5 million plan, not counting the additional money
that will come from property sales and, potentially, insurers down
the line.
Earlier Friday, attorneys for the committee that represents abuse
survivors in the cased filed a competing plan that proposes a far
greater settlement — $217 million, with $84 million from the
archdiocese and $133 million from local parishes. Notably, that
plan also seeks $777 million from five church insurers, which, if
realized, would bring the total settlement to nearly $1 billion,
dwarfing all of the other 24 church bankruptcy cases around the
country that have settled to date.
The specter of competing plans sets up a showdown that will shape
negotiations to come in a case that has been contentious and
increasingly expensive since its filing. At the time, Archbishop
Gregory Aymond estimated the case would take less than a year and
cost around $7 million to resolve. So far, legal fees alone have
topped $41 million.
In a letter to the roughly 500,000 Roman Catholics in the
archdiocese, Aymond said Friday’s filing is "a milestone" that he
hopes is the beginning of the end of a process. He also apologized
to survivors.
"We know that no amount of money can provide complete healing,"
Aymond's letter said. "For most of the survivors, this is suffering
that has persisted as long as 40 and even 50 years. For the pain of
those that have suffered abuse, we are truly sorry. We regret that
abuse occurred causing decades of pain for survivors."
The archdiocese did not comment on the plan file by the abuse
survivors.
Local attorney Soren Giselson, whose firm represents about
one-third of the survivors in the case, said his clients "stand
united" behind the plan filed by the court-appointed committee that
represents all survivors.
"While not perfect, the plan recognizes the need to fairly
compensate the more than 550 abuse survivors who were raped as
children by pedophile clergy enabled by the Archdiocese."
Selling off stained glass windows
The competing plans are not only drastically different in the
settlements they propose but in how they would pay for them. The
committee’s plan seeks to sell off dozens of church-owned
properties and more than 500 pieces of jewelry, art and antiques.
The total for the sale of those assets isn’t included in the plan
but includes such church treasures as stained-glass windows in the
St. Louis Cathedral and 18th century religious paintings hanging in
the cathedral and in the Old Ursulines Convent.
The committee's plan also proposes funding the survivors' trust
with a portion of every future donation to the church greater than
$250,000.
The church’s plan lists hundreds of church properties and also
those owned by its affiliates but doesn't specify which might sold.
The plan does not talk about selling church art or antiques.
The two plans also differ in the non-monetary settlements they
propose. The archdiocese's plan includes a list of provisions that
promise to guard against future clergy sex abuse and includes
stricter protocols in the event abuse is reported.
The committee's plan would go a step further, requiring the
archdiocese to report all crimes to local authorities, regardless
of whether the abuser is dead, the victim is now an adult, or
however many years may have passed.
About Roman Catholic Church of
The Archdiocese Of New Orleans
The Roman Catholic Church of the Archdiocese of New Orleans --
https://www.nolacatholic.org/ -- is a non-profit religious
corporation incorporated under the laws of the State of Louisiana.
Created as a diocese in 1793, and established as an archdiocese in
1850, the Archdiocese of New Orleans has educated hundreds of
thousands in its schools, provided religious services to its
churches and provided charitable assistance to individuals in
need,including those affected by hurricanes, floods, natural
disasters, war, civil unrest, plagues, epidemics, and illness.
Currently, the archdiocese's geographic footprint occupies over
4,200 square miles in southeast Louisiana and includes eight civil
parishes: Jefferson, Orleans, Plaquemines, St. Bernard, St.
Charles, St. John the Baptist, St. Tammany, and Washington.
The Roman Catholic Church for the Archdiocese of New Orleans sought
Chapter 11 protection (Bankr. E.D. La. Case No. 20-10846) on May 1,
2020. The archdiocese was estimated to have $100 million to $500
million in assets and liabilities as of the bankruptcy filing.
Judge Meredith S. Grabill oversees the case.
Jones Walker, LLP and Blank Rome, LLP, serve as the archdiocese's
bankruptcy counsel and special counsel, respectively. Donlin,
Recano& Company, Inc., is the claims agent.
The U.S. Trustee for Region 5 appointed an official committee of
unsecured creditors on May 20, 2020. The committee is represented
by the law firms of PachulskiStangZiehl& Jones, LLP and Locke Lord,
LLP. Berkeley Research Group, LLC is the committee's financial
advisor.
ARRAKIS LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Arrakis LLC
Comfort Inn & Suites Pittsburgh-Northshore
820 East Ohio Street
Pittsburgh, PA 15212
Business Description: Arrakis owns and operates a hotel.
Chapter 11 Petition Date: September 20, 2024
Court: United States Bankruptcy Court
Western District of Pennsylvania
Case No.: 24-22322
Debtor's Counsel: Kirk B. Burkley, Esq.
BERNSTEIN-BURKLEY, P.C.
601 Grant Street 9th Floor
Pittsburgh, PA 15219
Tel: 412-456-8100
E-mail: kburkley@bernsteinlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Marie Elash Stapinkski as member.
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/JM32N5A/Arrakis_LLC__pawbke-24-22322__0001.0.pdf?mcid=tGE4TAMA
ASPEN LANDSCAPING: Tort Claimant's Ex-Counsel Has Charging Lien
---------------------------------------------------------------
Magistrate Judge Valerie Figueredo of the United States District
Court for the Southern District of New York held that Michael G.
LoRusso, former counsel of Chandra K. Barrett, is entitled to a
charging lien enforceable against the proceeds of the settlement in
the case captioned as CHANDRA K. BARRETT, Plaintiff, -against-
RUBEN R. ROSARIO et al., Defendants, Case No. 19-CV-7815 (GHW) (VF)
(S.D.N.Y.). Mr. LoRusso is granted a charging lien in the amount of
$49,995 for attorneys' fees and $1,129.36 in costs, with no
prejudgment interest.
Barrett brought this action against Rosario and Aspen Landscaping
Contracting, Inc. seeking damages for injuries suffered during a
motor vehicle accident that occurred on May 2, 2018, in the Bronx,
New York. From September 2018 through April 20, 2021, Plaintiff was
represented by LoRusso. Plaintiff then retained new counsel, Liakas
Law, and that firm represented Plaintiff from July 14, 2021,
through a settlement and voluntary dismissal of the action on
December 7, 2022.
On May 2, 2018, Plaintiff was driving westbound on the Cross Bronx
Expressway in the Bronx when Rosario, driving a landscaping vehicle
owned by Aspen, collided with Plaintiff's vehicle. As a result of
the motor vehicle accident, Plaintiff suffered injuries to her neck
and back requiring surgery. Plaintiff initially commenced this
action in Supreme Court, Bronx County, and Defendants removed it to
District Court on August 20, 2019.
On December 31, 2019, Plaintiff's counsel informed the Court that
Aspen had filed for Chapter 11 Bankruptcy in the United States
Bankruptcy Court for the District of New Jersey. On January 2,
2020, the Court stayed the matter pursuant to 11 U.S.C. Sec. 362.
On September 17, 2020, Plaintiff's counsel informed the Court that
Aspen had agreed to enter into a stipulation permitting Plaintiff
to proceed directly against Aspen's insurance company in this
matter.
On April 6, 2021, LoRusso submitted a motion to withdraw as
Plaintiff's attorney and grant his firm a charging lien. In his
sworn declaration, LoRusso explained that communications between
himself and Plaintiff had broken down, such that he was unable to
continue representing Plaintiff.
On July 14, 2021, Stephen Liakas filed a notice of appearance on
behalf of Plaintiff.
On December 7, 2022, Plaintiff's counsel notified the Court that
the parties had reached a settlement on August 16, 2022.
On March 9, 2023, LoRusso wrote to the Court, explaining that
Liakas had not notified him of the settlement and had taken the
position that LoRusso was not entitled to any fees.
On October 30, 2023, LoRusso filed a letter brief in support of his
motion for fees. Prior to his discharge, LoRusso had pursued
settlement of Plaintiff's case and obtained her authority to settle
for $150,000. LoRusso contends that the amount due an outgoing
attorney is based on the proportionate share of the work performed,
and he argues that he is entitled to a larger percentage of the
total legal fees than Liakas because he spent significantly more
time working on this matter than Liakas.
Liakas filed an opposition letter brief on December 4, 2023. After
Liakas replaced LoRusso, Liakas obtained a settlement for Plaintiff
of $600,000. Liakas argues that LoRusso is entitled to no amount in
fees or, alternatively, an award of $50,000 -- the amount LoRusso
would have received if Plaintiff had accepted the settlement of
$150,000 that LoRusso negotiated before his withdrawal from the
case.
Judge Figueredo says, "To the extent Liakas argues that LoRusso is
not entitled to a charging lien because he acted in ways that were
adverse to his client's interests, the argument ignores Judge
Gregory Woods' findings following the evidentiary hearing. As Judge
Woods found, Plaintiff had authorized LoRusso to accept a
settlement of $150,000, and Plaintiff subsequently lied under oath
when she denied that she had authorized LoRusso to settle the case.
In other words, Plaintiff's conduct made it untenable for LoRusso
to continue with her representation. LoRusso thus did not lose his
right to attorney's fees upon his discharge, and he is entitled to
a charging lien enforceable against the proceeds of the settlement
in this action."
A copy of the Court's decision dated August 27, 2024, is available
at https://urlcurt.com/u?l=iw1fop
About Aspen Landscaping Contracting
Aspen Landscaping Contracting, Inc. -- https://www.aspennj.net/ --
is a landscaping contractor located in Union, New Jersey serving
commercial and residential clients. The company offers wetland
mitigation, planting, hydroseeding, irrigation, railroad spraying,
tree removal/pruning/clearing, erosion control/soil stabilization,
soil procurement and grading, and landfill work.
Aspen Landscaping Contracting sought Chapter 11 protection (Bankr.
D.N.J. Case No. 19-31885) on Nov. 20, 2019 in Newark, New Jersey.
In the petition was signed by Maria A. Fuentes, president, the
Debtor was listed with total assets at $2,429,468 and total
liabilities at $2,510,983.
Judge Vincent F. Papalia oversees the case.
McManimon, Scotland & Baumann, LLC, is the Debtor's counsel. SAX,
LLP, serves as accountant to the Debtor.
ATARA BIOTHERAPEUTICS: Redmile Group Discloses 9.9% Equity Stake
----------------------------------------------------------------
Redmile Group, LLC disclosed in a Schedule 13G/A Report filed with
the U.S. Securities and exchange Commission that as of September 3,
2024, the firm and its affiliates -- Jeremy C. Green and RedCo I,
L.P. -- beneficially owned shares of Atara Biotherapeutics' common
stock.
Amount beneficially owned:
Redmile Group, LLC – 579,541
Jeremy C. Green – 579,541
RedCo I, L.P. – 329,066
Percent of class:
Redmile Group, LLC – 9.9%
Jeremy C. Green – 9.9%
RedCo I, L.P. – 5.7%
After giving effect to (i) the registered direct offering of
Atara's Common Stock and Warrants on September 3, 2024, and (ii)
the 1-for-25 reverse stock split with respect to Atara's Common
Stock that was effected on June 20, 2024, Redmile Group, LLC's and
Jeremy C. Green's beneficial ownership of Atara's Common Stock is
comprised of 452,270 shares of Common Stock owned by certain
private investment vehicles and/or sub-advised accounts managed by
Redmile Group, LLC, including RedCo I, L.P., which shares of Common
Stock may be deemed beneficially owned by Redmile Group, LLC as
investment manager of such Clients. The reported securities may
also be deemed beneficially owned by Jeremy C. Green as the
principal of Redmile. Redmile and Mr. Green each disclaim
beneficial ownership of these shares, except to the extent of its
or his pecuniary interest in such shares, if any. Subject to the
Beneficial Ownership Blocker, Redmile and Mr. Green may also be
deemed to beneficially own 2,740,681 shares of Common Stock
issuable upon exercise of the Warrants.
After giving effect to the Offering and the Reverse Stock Split,
RedCo I, L.P. beneficially owns 201,795 shares of Common Stock and,
subject to the Beneficial Ownership Blocker, 164,850 shares of
Common Stock issuable upon exercise of the Warrants.
Percentage based on: (i) 4,915,049 shares of Common Stock
outstanding as of August 6, 2024, as reported by Atara in its Form
10-Q, plus (ii) 758,900 shares of Common Stock issued in the
Offering, plus (iii) 127,271 shares of Common Stock issuable to
certain Clients, including RedCo I, L.P., upon exercise of certain
of the Warrants, which, due to the Beneficial Ownership Limitation,
is the maximum number of shares that could be issued to Redmile
upon exercise of the Warrants.
A full-text copy of Redmile Group's Report is available at:
https://tinyurl.com/3ymn9abt
About Atara Biotherapeutics
Headquartered in Thousand Oaks, California, Atara Biotherapeutics,
Inc. -- atarabio.com -- is harnessing the natural power of the
immune system to develop off-the-shelf cell therapies for
difficult-to-treat cancers and autoimmune conditions that can be
rapidly delivered to patients from inventory. With cutting-edge
science and a differentiated approach, Atara is the first company
in the world to receive regulatory approval of an allogeneic T-cell
immunotherapy. The company's advanced and versatile T-cell platform
does not require T-cell receptor or HLA gene editing and forms the
basis of a diverse portfolio of investigational therapies targeting
EBV, the root cause of certain diseases. This includes
next-generation AlloCAR-Ts designed for best-in-class opportunities
across a broad range of hematological malignancies and B-cell
driven autoimmune diseases.
San Francisco, Calif.-based Deloitte & Touche LLP, the company's
auditor since 2013, issued a "going concern" qualification in its
report dated March 28, 2024, citing that the company's recurring
losses from operations raise substantial doubt about its ability to
continue as a going concern.
Atara Biotherapeutics reported net losses of $276.1 million and
$228.3 million for the years ended December 31, 2023, and 2022,
respectively. As of March 31, 2024, the company had $165.27 million
in total assets, $263.58 million in total liabilities, and a total
stockholders' deficit of $98.31 million.
BIOSIG TECHNOLOGIES: Appoints Anthony Amato as New Chairman
-----------------------------------------------------------
BioSig Technologies, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that on September 11,
2024, pursuant to Section 5.2 of the Company's bylaws, the Board of
Directors appointed the Company's chief executive officer, Mr.
Anthony Amato, as Chairman. As previously announced on February 27,
2024, Kenneth L. Londoner, the former chairperson of the Board
resigned from the Company.
On the same date, the Company entered into an Executive Employment
Agreement which became effective August 1, 2024, by and between the
Company and Mr. Amato.
Pursuant to the Executive Agreement:
(i) the Executive's annual base salary shall be $300,000, less
applicable taxes and other withholdings, payable in equal
installments in accordance with the normal payroll policies of the
Company as of August 1, 2024;
(ii) the Executive shall be eligible to receive an annual
discretionary bonus of 60% of the Executive's Base Salary;
(iii) the Executive was granted a stock option to purchase
2,400,000 shares of the Company's common stock, par value $0.001
per share, with an exercise price equal to the fair market value on
September 11, 2024, $0.4479 per share, with 50% of the Options
vesting on the Date of Grant and the remaining 50% of the Options
vesting over a term of 4 years in equal bi-annual installments with
vesting commencing on the Date of Grant, subject to continued
service and subject to the terms and conditions of the Company's
standard form of Option Award Agreement and a termination date of
September 11, 2034;
(iv) the Executive was also granted 275,000 shares of
restricted Common Stock fully vested on the Date of Grant and
1,275,000 shares of restricted Common Stock that shall vest
biannually over the term of 3 years in equal installments with
vesting commencing on the Date of Grant, pursuant to the Company's
standard form of Restricted Stock Award Agreement;
(v) Executive will be eligible for additional annual equity
grants commencing in the first quarter of 2025 in accordance with
the Company's standard practices and upon the terms and conditions
approved by the Board;
(vi) in the event the Executive is terminated for cause, the
Executive shall receive accrued obligations following the effective
date of termination;
(vii) in the event the Executive is terminated without cause or
for good reason, the Executive shall be eligible to receive
severance payments equal to the sum of Executive's then current
base salary, 100% of the Executive's annual bonus, payable in a
lump sum, less customary required taxes and employment-related
deductions and all of the Executive's time-based equity incentive
awards scheduled to vest in the 12 month period following the
termination date shall immediately accelerate (and options will
become fully exercisable and restricted shares and any other equity
incentive awards will become non-forfeitable) as of the later of
(A) the termination date, and (B) the effective date of the
separation, and the Company shall continue to provide the Executive
health insurance coverage at no cost to Executive, until the
earlier to occur of (A) 12 months following the Executive's
termination date and (B) the date Executive elects to participate
in the group health plan of another employer;
(viii) in the event the Executive is terminated without cause or
for good reason in connection with a change of control, within a
period of 90 days prior to or 18 months following a change of
control, Executive would receive an amount equal to the product of
(A) the sum of (x) Executive's then-current base salary and (y) an
amount equal to 100% of the Executive's annual bonus to which the
Executive is entitled for the year in which Executive's employment
terminates, multiplied by (B) two, less customary and required
taxes and employment-related deductions and also be eligible to
receive medical insurance coverage at no cost to Executive for a
period of up to 18 months.
About BioSig Technologies
Westport, Conn.-based BioSig Technologies, Inc. was initially
incorporated on February 24, 2009, under the laws of the State of
Nevada and subsequently re-incorporated in the state of Delaware in
2011. The Company is principally devoted to improving the standard
of care in electrophysiology with its PURE EP System's enhanced
signal acquisition, digital signal processing, and analysis during
ablation of cardiac arrhythmias.
As of June 30, 2024, BioSig had $3.1 million in total assets, $3
million in total liabilities, $105,000 in Series C 9% convertible
preferred stock, and $11,000 in total equity.
Going Concern
As of June 30, 2024, the Company had cash of $2.1 million and
working capital deficit of $0.6 million. During the six months
ended June 30, 2024, the Company used net cash in operating
activities of $2.8 million. These balances create a liquidity
concern, which in turn raises substantial doubt about the Company's
ability to continue as a going concern. The Company has experienced
losses and negative cash flows from operations since inception and
expects these conditions to continue for the foreseeable future.
BLACKMARKET BAKERY: Kicks Off Subchapter V Bankruptcy Process
-------------------------------------------------------------
Blackmarket Bakery Inc. filed Chapter 11 protection in the Southern
District of California. 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
October 8, 2024 at 10:00 a.m. in Room Telephonically on telephone
conference line: 877-327-1920. participant access code: 7293433#.
About Blackmarket Bakery
Blackmarket Bakery Inc. is a small chain of women-owned bakeries.
Blackmarket Bakery Inc. sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 24-03364)
on Sept. 4, 2024. In the petition signed by Rachel Klemek, as
president, the Debtor estimated assets up to $50,000 and estimated
liabilities between $1 million and $10 million.
The Debtor is represented by:
Steven E. Cowen, Esq.
S.E. COWEN LAW
333 H. St.
Ste. 5000
Chula Vista, CA 91910
Tel: 619-202-7511
Email: cowen.christian@secowenlaw.com
BURGERFI INT'L: Sept. 24 Deadline Set for Panel Questionnaires
--------------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy cases of BurgerFi
International, 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/43xzm6zk and return by email it to
Linda Richenderfer - linda.richenderfer@usdoj.gov - at the Office
of the United States Trustee so that it is received no later than
4:00 p.m. (E.T.), on Sept. 24, 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 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, under the BurgerFi and Anthony's Coal Fired Pizza
brands.
BurgerFi and several of its affiliates sought relief under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-12107)
on September 11, 2024. In petitions filed by Jeremy Rosenthaql as
chief operating officer, the Debtors estimated $50 million to $100
million in consolidated assets and $100 million to $500 million in
consolidated liabilities.
The Hon. Craig T. Goldblatt presides over the Debtors' cases.
Raines Feldman Littrell LLP serves as counsel to the Debtors.
Force Ten Partners LLC serves as CRO personnel provider and Stretto
serves as claims and noticing agent to the Debtors.
BYJU'S ALPHA: Indian Official Surprised by U.S. Bankruptcy Ruling
-----------------------------------------------------------------
Dorothy Ma of Bloomberg Law reports that a US court ruling that
placed into bankruptcy units associated with Indian education
technology company Byju's took an official in the firm's home
country by surprise.
The decision, made at a Tuesday, Sept. 10, 2024, hearing in
Delaware, will lead to involuntary Chapter 11 bankruptcy of units
including Neuron Fuel Inc., Epic! Creations Inc. and Tangible Play
Inc., court papers showed. The order was made as a default judgment
after the units failed to share requested information with
creditors.
The development was "surprising" and "in conflict" with insolvency
proceedings in India, wrote Pankaj Srivastava in a letter following
the decision.
About BYJU's Alpha
BYJU's Alpha Inc. is a subsidiary of Think & Learn Pvt Ltd ("T&L"),
a private limited company under the laws of India
BYJU's Alpha 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.
CARABOBO PROSPER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Carabobo Prosper Holdings LLC
Chirinos Mobile Fluids
11410 Mathis Ave
Dallas, TX 75234-9407
Business Description: Chirinos Mobile is a lubricant product and
mechanic mobile store. It is known for
selling consumable products such as engine
oil for heavy-duty and light-duty vehicles,
antifreeze, cleaners, tire repair supplies,
and much more.
Chapter 11 Petition Date: September 19, 2024
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 24-32882
Judge: Hon. Scott W Everett
Debtor's Counsel: Robert C Lane, Esq.
THE LANE LAW FIRM
6200 Savoy Dr Ste 1150
Houston TX 77036-3369
Tel: (713) 595-8200
Fax: (713) 595-8201
Email: notifications@lanelaw.com
Total Assets: $500,584
Total Liabilities: $2,807,245
The petition was signed by Miguel Angel Chirinos Gonzalez as CEO.
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/PPF26JA/CARABOBO_PROSPER_HOLDINGS_LLC__txnbke-24-32882__0001.0.pdf?mcid=tGE4TAMA
CASTLELAKE AVIATION: S&P Places 'BB-' ICR on CreditWatch Positive
-----------------------------------------------------------------
S&P Global Ratings placed its 'BB-' issuer credit rating on
Castlelake Aviation Ltd., its 'BB' issue rating on the company's
senior secured term loan, and its 'B+' issue rating on the
company's senior unsecured notes on CreditWatch with positive
implications.
S&P expects to resolve the CreditWatch--likely by raising its
ratings on Castlelake Aviation Ltd. and its debt by one or more
notches--when the transaction closes.
S&P said, "We expect Castlelake Aviation Ltd.'s credit profile to
benefit from the acquisition because we view Avolon as having
stronger creditworthiness and significantly more scale than
Castlelake Aviation Ltd." Castlelake Aviation Ltd.'s assets totaled
$4.9 billion as of June 30, 2024, including a portfolio of 110
aircraft, two engines on lease, and eight secured loan assets.
Avolon's total current asset base of about $30 billion is
significantly larger than Castlelake Aviation Ltd.'s $5 billion
asset base.
S&P also expects Avolon will eventually refinance some of
Castlelake Aviation Ltd.'s existing $3.4 billion of debt
obligations to benefit from Avolon's lower cost of debt.
CD&R SMOKEY: S&P Affirms 'B' Issuer Credit Rating, Outlook Negative
-------------------------------------------------------------------
S&P Global Ratings affirmed all its ratings on Pet product
developer and marketer CD&R Smokey Buyer Inc. (PetSafe), including
its 'B' issuer credit rating.
S&P said, "At the same time, we revised our liquidity assessment to
less than adequate given its large debt maturities and assigned a
'B' issue-level rating to its proposed $775 million senior secured
notes maturing 2029 with a '3' recovery rating, indicating our
expectation for meaningful recovery (50% weighted-average estimated
recovery) in the event of a payment default."
PetSafe is seeking to refinance its now current $700 million senior
secured notes maturing July 2025 with a $775 million, five-year
secured notes issuance in a leverage-neutral transaction with pro
forma debt to EBITDA of about 6.3x.
Its gross margins continue to rebound, and its credit measures
materially improved as of the end of last year because of debt
repayment following strong working capital inflows, which reduced
debt to EBITDA to about 5.8x from a peak of more than 8x when
post-COVID-19 pandemic shipping costs spiked.
Still, sales volumes were pressured in the first half of 2024 from
retailer destocking. Together with increased marketing spend to
build brand awareness, this prevented its earnings from further
rebounding and led to a modest uptick in leverage back above 6x.
S&P said, "The negative outlook reflects the near-term refinancing
risk of a capital structure that is now current. Despite not being
our base-case expectation, this could compromise the company's debt
service capacity and result in a downgrade if credit market
conditions deteriorate, resulting in a costly or delayed
refinancing.
"Our affirmation recognizes the leverage-neutral impact of
PetSafe's proposed financing, but near-term refinancing risk
remains if it cannot complete the transaction in line with
expectations. The proposed financing package will comprise an
amendment and five-year extension of its $150 million asset-based
lending (ABL) credit facility and new $775 million, five-year
senior secured notes. We estimate the company's pro forma leverage
will be 6.3x--unchanged from the 12 months ended June 30, 2024.
Although the transaction will extend the company's maturities and
would support an outlook revision to stable if completed in line
with expectations, our negative outlook incorporates our revised
liquidity assessment to less than adequate until the transaction
closes on terms that do not stress the company's debt service
capacity.
"Our base-case projection assumes a successful refinancing, albeit
with a well over 200 basis point increase in the note interest
rate. We believe this, coupled with our expectation for its
trailing-12-month EBITDA margin to sequentially expand as the
company laps weaker margin quarters, will enable PetSafe to
generate about $20 million in annual free operating cash flow
(FOCF), sustain EBITDA interest coverage near 2x, and maintain
leverage near 6x.
"Although less likely in our opinion, we could lower the ratings if
the cash flow outlook is materially weakened either by continued
sales volume weakness or by much higher borrowing costs, or if the
company faces significant delays in completing a refinancing.
"PetSafe's credit measures significantly improved as industrywide
supply chain constraints abated, and we believe the retailer
destocking that hurt its first-half volumes has largely run its
course. The company's S&P Global Ratings-adjusted leverage improved
year over year to 6.3x for the 12 months ended June 30, 2024
compared with 7.9x for the 12 months ended June 30, 2023." The
improvement reflects a continuing trend of the company's gross
margin sequentially rebounding from lower shipping costs following
the industrywide supply chain constraints that peaked in 2022.
Still, its 11% year-over year sales decline in the first half of
2024 was much higher than expected, which, together with higher
marketing expenses as the company strategically invests in brand
awareness, largely offset its improved gross margins. This caused
its first-half leverage to sequentially weaken modestly to 6.3x
from 5.8x as of year-end 2023. The sales decline was primarily the
result of inventory destocking by its key customers. We believe
this will stabilize in the coming quarters because company data
indicates PetSafe's sell-in (to retailers) has remained well below
sell through (to customers) since the fourth quarter of 2024,
suggesting that point of sale volumes now may be depleting retailer
inventories.
S&P said, "Therefore, we expect sales declines to taper off in the
second half such that its sales growth is flat by the fourth
quarter. The company is also sustaining its restored gross margins
above 50% well into next year. These factors support our 2024
EBITDA forecast to stabilize at current trailing-12-month levels
and then rebound in 2025 to 2023 levels. Based on these
assumptions, we forecast leverage will remain close to 6x over the
next year.
"PetSafe is likely to prioritize reinvesting in growth projects and
opportunistic acquisitions over debt repayment. With onerous
redemption premiums in the proposed notes offering for the next two
years, debt repayment is unlikely. This is despite our expectation
for cash balances to build due to our projection that the company
will generate close to $20 million in annual discretionary cash
flow. Instead, we believe the company will prioritize reinvesting
in the business by increasing its capital expenditure (capex)
closer to 3% of sales, with two thirds of its capex earmarked for
growth initiatives (largely branding displays at retail locations
and innovation expenditures) and ongoing efficiency projects.
"The company may also prioritize bolt-on acquisitions to further
consolidate the fragmented pet accessories industry in products
either in or adjacent to its core waste management, training,
containment, fence, and door offerings. We do not anticipate such
bolt-on acquisitions materially increasing its leverage above our
7x downgrade trigger. Dividends are unlikely at least over the next
year and half because we do not expect the company to clear a
restricted payment basket governed by a first-lien debt to EBITDA
test of 4.75x for permitted dividends.
"The negative outlook on PetSafe reflects the near-term refinancing
risk of a capital structure that is now current. Although not the
most likely outcome in our opinion, we could downgrade the company
if credit market conditions deteriorate resulting in a costly or
delayed refinancing that prevents the company from generating
positive FOCF and operating with an EBITDA interest coverage ratio
near 2x."
S&P could lower its rating on PetSafe if the company does not
complete its pending refinancing in line with its expectations or
if any of the following cause it to sustain EBITDA interest
coverage below 2x or debt to EBITDA above 7x:
-- A larger-than-expected economic slowdown leads to persistent
material revenue declines well into next year;
-- Renewed supply chain disruptions prevent it from sustaining its
recently improved margins and cause its working capital to build
again, leading to negative FOCF; or
-- The company pursues a larger-than-anticipated acquisition
compared with our current expectations for small bolt-on
acquisitions in adjacent product categories.
S&P could revise the outlook to stable concurrent with a revised
liquidity assessment to adequate if PetSafe successfully completes
its proposed financing on a timely basis with terms that do not
materially weaken its FOCF outlook nor result in projected EBITDA
interest coverage sustained below 2x.
CENTER CITY HEALTHCARE: Court Tosses Clawback Suit vs. Medline
--------------------------------------------------------------
Judge Mary F. Walrath of the United States Bankruptcy Court for the
District of Delaware will grant Medline Industries, Inc.'s motion
for summary judgment on all counts of a clawback action filed by
Center City Healthcare and its affiliates.
The Debtors filed their respective chapter 11 cases in June and
July 2019. At the time, the Debtors operated two major hospitals in
Philadelphia: St. Christopher's Hospital for Children and Hahnemann
University Hospital, as well as several affiliated physician
practice groups.
Prior to the Petition Date, one or more of the Debtors made certain
transfers to the Defendant for goods and/or services provided to
them, pursuant to invoices or statements submitted by the
Defendant. Post-petition, the Debtors filed a complaint seeking to
avoid and recover transfers made to the Defendant during the period
April 1 through June 30, 2019 pursuant to sections 547, 548 and 550
of the Bankruptcy Code. The Defendant filed a Motion for Summary
Judgment on November 17, 2023.
Count One of the Complaint seeks the avoidance and recovery of
transfers made by the Debtors to the Defendant during the
preference period totaling $4,393,024.56 as preferential transfers
pursuant to section 547 of the Bankruptcy Code. The Defendant
asserts two bases for summary judgment in its favor on the Debtors'
preference claims: (1) it argues that its preference liability is
reduced by $1,297,376.50 under the objective ordinary course of
business defense of section 547(c)(2)(B); and (2) it asserts that
the remaining liability of $3,095,648.06 is eliminated by the
subsequent new value defense of section 547(c)(4).
The Debtors assert in Count Two of the Complaint that the transfers
in question may also be avoided and recovered as constructively
fraudulent transfers. The Defendant argues that it is entitled to
summary judgment on this claim because the transfers were made for
reasonably equivalent value.
The Court agrees that the Defendant is entitled to summary judgment
on the fraudulent transfer claims. The Debtors allege that the
transfers in question were on account of prior antecedent debts.
The Court says a transfer in payment of an antecedent debt is not
fraudulent because it is given for reasonably equivalent value,
namely satisfaction of a debt owed to the creditor. Accordingly,
the Court will grant summary judgment in favor of the Defendant on
Count Two of the Complaint.
In Counts Three and Four, the Debtors seek to recover the transfers
in question (as preferential or constructively fraudulent) and to
disallow all of the Defendant's claims until it has repaid those
transfers under sections 550 and 502(d). The Defendant argues that
those claims are both dependent on the success of the preference
and fraudulent transfer claims, which they contend the Debtors
cannot establish. In addition, the Defendant contends that it has
filed no claim in the bankruptcy case, so disallowance of its
claims is moot.
The Debtors contend, however, that to the extent they are
successful in avoiding any of the transfers at issue and the
Defendant asserts any claim for those avoided transfers, they
should have the right to seek disallowance of those claims.
The Court will grant the Motion for summary judgment as to Counts
Three and Four, because it has concluded that the Defendant is
entitled to judgment on both Counts One and Two. As a result, the
Debtors are not entitled to recover any of the alleged transfers
and the Defendant will have no claim for any recovery of the
transfers, the Court concludes.
A copy of the Court's decision dated August 27, 2024, is available
at https://urlcurt.com/u?l=Jb9GFS
About Center City Healthcare
Center City Healthcare, LLC is a Delaware limited liability company
that operates Hahnemann University Hospital. Its parent company is
Philadelphia Academic Health System, LLC, which is also the parent
company of St. Christopher's Healthcare, LLC and its affiliated
physician groups.
Center City Healthcare and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
19-11466) on June 30, 2019. At the time of the filing, the Debtors
listed $100 million to $500 million in both assets and
liabilities.
Judge Kevin Gross oversees the cases.
The Debtors tapped Saul Ewing Arnstein & Lehr LLP as legal counsel;
EisnerAmper LLP as restructuring advisor; SSG Advisors, LLC as
investment banker; and Omni Management Group, Inc. as claims and
noticing agent.
CITIUS PHARMACEUTICALS: Defers Milestone Payment With Dr. Reddy's
-----------------------------------------------------------------
Citius Pharmaceuticals, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that in pending
further discussions with Dr. Reddy's Laboratories SA, a subsidiary
of Dr. Reddy's Laboratories, Ltd., Dr. Reddy's agreed to a partial
deferral without penalty of a milestone payment by Citius Oncology,
Inc., which was triggered upon regulatory approval of LYMPHIRTM by
the U.S. Food and Drug Administration and due on September 9, 2024,
pursuant to the terms of the Asset Purchase Agreement, dated as of
September 1, 2021, between Dr. Reddy's and Citius Pharmaceuticals,
Inc..
Citius Pharmaceuticals, Inc. is a guarantor of the obligations of
Citius Oncology, Inc. under the Asset Purchase Agreement.
Except as set forth, all other terms, conditions and rights of the
Asset Purchase Agreement remain in full force and effect, which was
described in the Current Report on Form 8-K filed by the Company on
September 7, 2021 and was filed as an exhibit to the Annual Report
on Form 10-K filed by the Company on December 15, 2021.
About Citius Pharmaceuticals Inc.
Headquartered in Cranford, N.J., Citius Pharmaceuticals, Inc. is a
late-stage pharmaceutical company dedicated to the development and
commercialization of first-in-class critical care products with a
focus on oncology, anti-infectives in adjunct cancer care, unique
prescription products, and stem cell therapy.
Boston, Massachusetts-based Wolf & Company, P.C., the company's
auditor since 2014, issued a "going concern" qualification in its
report dated December 29, 2023. The report cited that the company
has suffered recurring losses and negative cash flows from
operations, along with a significant accumulated deficit. These
conditions raise substantial doubt about the company's ability to
continue as a going concern.
Citius Pharmaceuticals disclosed a net loss of $32.54 million for
the year ended September 30, 2023, compared to a net loss of $33.64
million for the year ended September 30, 2022. As of June 30, 2024,
Citius Pharmaceuticals had $97.1 million in total assets, $10.8
million in total liabilities, and $86.3 million in total
stockholders' deficit.
CLEAN AIR CAR: District Court Dismisses Appeal in Bankruptcy Cases
------------------------------------------------------------------
In the case captioned as CLEAN AIR CAR SERVICE & PARKING BRANCH
THREE, LLC, et al., Appellants, -against- CLEAN AIR SERVICE &
PARKING BRANCH TWO, LLC, et al., Appellees, Case No.
24-cv-05444-OEM (E.D.N.Y.), Judge Orelia E. Merchant of the United
States District Court for the District of New York dismissed the
appeal arising out of the Chapter 11 bankruptcy cases currently
pending before the United States Bankruptcy Court for the Eastern
District of New York.
On August 5, 2024, appellants Clean Air Car Service & Parking
Branch Three, LLC, Clean Air Car Service & Parking Corp., Operr
Technologies Inc., Operr Service Bureau Inc., and Kevin S. Wang,
filed the appeal, styled as an "emergency motion for order to show
cause".
According to the Court, this is the fourth time Appellants have
attempted to escape the equitable judicial process of bankruptcy by
seeking to dismiss the Bankruptcy Cases on meritless grounds that
have been rejected by every bankruptcy, district, and Circuit judge
to have heard them, including this one (twice).
The District Court points out the equitable mootness doctrine
allows "appellate courts to dismiss bankruptcy appeals when, during
the pendency of an appeal, events occur such that even though
effective relief could conceivably be fashioned, implementation of
that relief would be inequitable."
The District Court finds the appeal equitably moot and must be
dismissed. Only one issue remains: addressing Appellants'
litigation conduct.
As detailed by the Debtors, the District Court recounts, Appellants
have taken nearly every opportunity to file meritless appeals
grounded in these same moribund arguments which have been
consistently rejected by not only the District Court but the Second
Circuit as well. These filings have thrown sand into the treads of
the "efficient administration of the inter-related litigation" and
"prevent[ed] the orderly administration of the bankrupt estates."
So much so that even the Bankruptcy Court itself has issued a
directive, sua sponte, that prevents Appellants from filing any
further motions in the Bankruptcy Court absent prior permission.
The District Court finds a similar proscription apt here where
costs from the litigation continues to accrue and the potential
imposition of monetary sanctions -- which are already being
considered by the Bankruptcy Court -- may not be enough to ward
Appellants off from submitting further vexatious motions.
The District Court notes federal courts have a "clear" power to act
"against vexatious litigation." A "history of litigation entailing
vexation, harassment and needless expense to other parties and an
unnecessary burden on the courts and their supporting personnel is
enough" to warrant requirements such as seeking leave prior to
filing further actions in this district court.
As represented by the Debtors, they have incurred "astronomical
costs" based upon their multiple appeals and emergency motions and
which may necessarily deplete the bankruptcy estate. And as
already mentioned and observed by the District Court, Appellants
have unnecessarily multiplied the bankruptcy litigation and
prevented the orderly disposition of the estate. Accordingly, the
District Court further orders that Appellants are enjoined from
filing an appeal from the bankruptcy proceedings without first
obtaining leave of the court in which Appellants seek to file the
appeal.
About Clean Air Car Service and Operr Plaza
Clean Air Car Service & Parking Branch Two, LLC, and Operr Plaza,
LLC filed Chapter 11 bankruptcy petitions (Bankr. E.D.N.Y. Lead
Case No. 23-41937) on May 31, 2023.
At the time of filing, Clean Air Car Service reported $1 million to
$10 million in assets and $10 million to $50 million in liabilities
while Operr Plaza reported $10 million to $50 million in both
assets and liabilities.
Judge Nancy Hershey Lord oversees the cases.
The Debtors tapped Westerman Ball Ederer Miller Zucker &
Sharfstein, LLP, as bankruptcy counsel.
CONNECT HOLDING II: Moody's Alters Outlook on 'Caa1' CFR to Stable
------------------------------------------------------------------
Moody's Ratings affirmed Connect Holding II LLC's (Connect Holding,
also known as Brightspeed) Caa1 corporate family rating and Caa1-PD
probability of default rating and appended a limited default (LD)
designation, changing it to Caa1-PD/LD from Caa1-PD. The PDR is
appended with the "/LD" designation to indicate a limited default
stemming from the recently completed debt exchange, which Moody's
consider a distressed exchange and therefore a default under
Moody's definition. The "/LD" designation appended to the PDR will
be removed in a few business days. Concurrently, Moody's assigned a
B2 rating to the first lien first out revolving and term loan bank
credit facility and Caa1 to the first lien second out credit
facility that were issued in connection with the debt exchanges.
Moody's also downgraded the rating on the senior unsecured notes of
Embarq Corporation (Embarq), a subsidiary of Connect Holding, to Ca
from Caa3. The old backed senior secured bank credit facilities
have been withdrawn. Moody's also revised the outlook to stable
from negative for Connect Holding and Embarq.
The exchange offer, which was completed in August 2024, consisted
of reducing approximately $1.1 billion of secured debt and raising
around $3.7 billion in new debt and financing commitments.
Creditors under the company's retired term loan A and term loan B
facilities and holders of the extinguished senior secured notes
agreed to exchange their debt at a 23% discount into two new
tranches of debt maturing in 2031: a first lien second out term
loan, and a first lien fourth out term loan.
The Caa1 affirmation reflects Connect Holding's continued weak
operating performance, and material execution and financial risks
associated with the company's sizable capex program to upgrade its
legacy copper network to fiber. While Moody's believe Connect
Holding's recently completed recapitalization improves its
liquidity and provide much needed capital to upgrade a significant
portion of its network, it does not address its very high leverage.
Moody's project total debt-to-EBITDA (inclusive of Moody's
adjustments) will remain above 10.0x until year-end 2026.
RATINGS RATIONALE
Connect Holding's Caa1 CFR reflects the company's very high
financial leverage, continued operating pressures resulting in
lower revenue and EBITDA margins, and execution risks associated
with the company's on-going capex program to transform its legacy
copper-based network to fiber. Over the next three years,
Brightspeed plans to invest more than $5 billion to increase its
fiber passings and reach more than 55% of its current footprint of
6.4 million total passings.
At the same time, Moody's rating takes into consideration the
company's much improved near term liquidity position. Under Moody's
base case, Moody's expect Brightspeed will have enough liquidity to
meet its capital expenditure targets through 2026, materially
improving its competitive positioning though execution risk is
elevated.
Moody's expect Brightspeed to have good liquidity over the next
12-15 months. This is supported by (i) around $250 million in cash
(pro forma for the August 13, 2024 refinancing), (ii) about $2.6
billion of undrawn availability under the company's $2.9 billion
delayed draw down term loan (DDTL) credit facility (fist lien first
out) due in April 2031, (iii) around $450 million in undrawn
availability under the company's DDTL (first lien third out credit
facility) due in October 2031.
Brightspeed' s CIS-5 Credit Impact Score indicates the rating is
lower than it would have been if ESG risk exposures did not exist
and the negative impact is more pronounced than issuers scored
CIS-4. The score reflects the company's aggressive financial
policy, very high leverage, and changing demographic and societal
trends towards the use of wireline connectivity which is negatively
affecting its operating performance.
The B2 rating assigned to the first lien first out revolver and
term loan credit facility, two notches above the Caa1 CFR, reflects
its payment priority at default to all other debt, and its
structural seniority to all other non first lien debt including the
Embarq unsecured notes due 2036. The Caa1 rating assigned to the
first lien second out credit facility is in line with the company's
CFR, due to its payment subordination to the first lien first out
credit facility. The Ca senior unsecured rating (two notches below
the CFR) reflects its junior position in the capital structure.
The stable outlook reflects Moody's expectations that over the next
12 to 18 months, Brightspeed will maintain good liquidity, improve
its competitive position, demonstrate steady growth in fiber
broadband net adds, and deliver stronger EBITDA margins, though
leverage will remain at over 10.0x.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Connect Holding's operating
performance improves including sustained revenue and EBITDA growth,
the company maintains good liquidity, and total debt-to-EBITDA
(inclusive of Moody's adjustments) is sustained below 10.0x. The
ratings could be downgraded if the company's liquidity position and
operating performance deteriorates, the company's growth strategy
materially stalls, or Moody's view on the likelihood of a default
or recovery for debt holders were to be lowered.
Headquartered in Charlotte, North Carolina, Connect Holding II LLC
(also known as Brightspeed) is a provider of broadband and
telecommunications services. In October 2022, the company was
formed as a carve out of a 20-state Incumbent Local Exchange
Carrier (ILEC) footprint from Lumen Technologies, Inc. to become
the fifth largest local telecom company in the US.
The principal methodology used in these ratings was
Telecommunications Service Providers published in November 2023.
D&H BROADCASTING: Sells Heritage Stations After Chapter 11 Filing
-----------------------------------------------------------------
Adam Jacobson of Radio+Television Business Report reports that Lake
Tahoe properties sold following bankruptcy filing.
They are heritage stations that have served the Lake Tahoe basin
and surrounding areas for decades, with the AM dating back some 68
years and the FM some 50 years old. Alas, changing media habits and
local advertising shifts made business challenging for the company
that has owned the stations until now.
Pending FCC approval, the properties will be heading to a new
owner, concluding the tenure of D&H Broadcasting LLC, which in May
2024 voluntarily filed for Chapter 11 bankruptcy protection.
About D&H Broadcasting
D&H Broadcasting, LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Nev. Case No. 23-50986) on December 29, 2023, with as
much as $1 million in both assets and liabilities.
Judge Hilary L. Barnes oversees the case.
Harris Law Practice, LLC, Smithwick & Belendiuk, P.C. and Frank F.
Mooney, CPA serve as the Debtor's bankruptcy counsel, special
counsel and accountant, respectively.
DAVE & BUSTER: S&P Rates New First-Lien Term Loan B 'B'
-------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '3'
recovery rating to Dave & Buster's Inc.'s (D&B) proposed first-lien
term loan B due 2031. The '3' recovery rating indicates its
expectation for substantial recovery (50%-70%; rounded estimate:
50%) in the event of a payment default. The 'B' issuer-credit
rating and positive outlook are unchanged.
The company also plans to upsize its revolving credit facility
(RCF), which will remain undrawn as of the close of the
transaction, and to extend the facility's maturity to 2029. S&P
expects D&B will use the proceeds from the proposed term loan to
refinance its existing $440 million senior secured notes, pay down
a portion of the existing 2029 term loan, add cash to its balance
sheet for general corporate purposes, and fund transaction fees and
expenses.
During the first half of fiscal year 2024, D&B's revenue was flat
because the incremental revenue from its new stores offset a 5.4%
decline in its comparable-store sales. The company's S&P Global
Ratings-adjusted EBITDA margins also declined by 80 basis points
year over year to 34.7% because of elevated payroll and benefits
expenses related to its new store openings and higher occupancy
costs. However, S&P expects D&B's S&P Global Ratings-adjusted
leverage will remain stable in the low-4x area over the next 12-24
months.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- D&B's proposed first-lien term loan B due 2031 will not
materially affect its credit quality.
-- The 'B' issue-level rating and '3' recovery rating on the
proposed term loan reflect its expectation for meaningful recovery
(50%-70%; rounded estimate: 50%) in the event of a payment
default.
-- S&P's recovery analysis assumes about $552 million will be
outstanding under the company's RCF, which reflects 85% utilization
less undrawn letters of credit.
-- S&P's simulated default scenario considers a default in 2027
stemming from a steep decline in the company's sales and EBITDA due
to intense competition and a global recession resulting in a severe
decline in discretionary spending.
-- S&P assumes D&B would emerge from bankruptcy to maximize its
lenders' recovery prospects. Therefore, S&P values the company on a
going-concern basis by applying a 5.5x multiple to its estimate of
its emergence EBITDA. This multiple is in line with those S&P uses
for other entertainment and dining operators, such as Bowlero.
-- S&P's analysis reflects the pari-passu ranking of its proposed
revolver and term loan.
Simulated default assumptions
-- Simulated year of default: 2027
-- EBITDA at emergence: About $200 million
-- Enterprise value (EV) multiple: 5.5x
-- Estimated gross EV at emergence: About $1.1 billion.
Simplified waterfall
-- Net EV after 5% administrative costs: $1.0 billion
-- Senior secured claims: $2.0 billion
--Recovery expectations: 50%-70% (rounded estimate: 50%)
Note: All debt claims include six months of prepetition interest.
DEAF STAR STUDIOS: Hits Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Deaf Star Studios LLC filed Chapter 11 protection in the Northern
District of Georgia. According to court documents, the Debtor
reports between $500,000 and $1 million in debt owed to 1 and 49
creditors. The petition states funds will be available to
unsecured creditors.
About Deaf Star Studios LLC
Deaf Star Studios LLC is a recording studio in Atlanta, Georgia.
Deaf Star Studios LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-59255) on Sept. 3,
2024. In the petition filed by T. Challa Pesante, as co-managing
member, the Debtor reports estimated assets between $1 million and
$10 million and estimated liabilities between $500,000 and $1
million.
The Debtor is represented by:
Natalyn Archibong, Esq.
LAW OFFICES OF NATALYN ARCHIBONG
374 Maynard Terrace SE
Suite 206
Atlanta, GA 30316
Tel: (404) 626-9142
Email: nmarchibong@gmail.com
DETCO INC: North Point 66 Hits Chapter 11 With $1.61M Debt
----------------------------------------------------------
Arkansas Business reports that a Paragould convenience store and
service station filed for Chapter 11 bankruptcy reorganization last
month, August 26, 2024, listing $1.61 million in debts.
Detco Inc., which does business as North Point 66, listed $2.77
million in assets in its filing in U.S. Bankruptcy Court for the
Eastern District of Arkansas.
Detco's main asset is its 4,998-SF C-store at 1810 U.S. 49N. That
property is valued at $2.1 million.
But it owes WBL SPO I LLC of Little Rock $1.5 million for the first
mortgage on the 4.77-acre development, the filing said.
Detco reported gross revenue of $5.3 million in 2022, which fell to
$4.6 million last year. For nearly the first eight months of this
year, the company's gross revenue was $1.3 million.
The owners of the company are Lisa Detlefsen and David Detlefsen,
both of Paragould.
She owns 51% of the company and he owns the remainder.
The company is being represented by Frank Falkner of the Dilks Law
Firm in Little Rock.
About Detco Inc.
Detco Inc., doing business as North Point 66, is a Paragould
convenience store and service station.
Detco Inc. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. E.D. Ark. Case No. 24-12775) on August 26, 2024. In
its petition, the Debtor reports $2.77 million in assets and $1.61
million in debts.
The company is being represented by Frank Falkner of the Dilks Law
Firm in Little Rock.
DRF LOGISTICS: Seeks to Hire Weil Gotshal & Manges as Attorney
--------------------------------------------------------------
DRF Logistics, LLC and DRF, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire Weil,
Gotshal & Manges LLP as attorneys.
The firm will render these services:
a. take all necessary action to protect and preserve the value
of the Debtors' estates, including the prosecution of actions on
the Debtors' behalf, the defense of any actions commenced against
the Debtors, the negotiation of disputes in which the Debtors are
involved and the preparation of objections to claims filed against
the Debtors' estates;
b. prepare on behalf of the Debtors, as debtors in possession,
all necessary motions, applications, answers, orders, reports and
other papers in connection with the administration of the Debtors'
estates;
c. take all necessary actions in connection with the Plan and
Disclosure Statement and all related documents, and such further
actions as may be required in connection with the administration of
the Debtors' estates; and
d. perform all other necessary legal services in connection
with the prosecution of these chapter 11 cases; provided, however,
that to the extent Weil determines that such services fall outside
of the scope of services historically or generally performed by
Weil as lead debtors' counsel in a bankruptcy case, Weil will file
a supplemental declaration.
The firm received an advance retainer in the amount of
$1,098,163.15.
The firm will be paid at these hourly rates:
Partners/Counsel $1,595 to $2,350
Associates $830 to $1,470
Paraprofessionals $350 to $595
The following is provided in response to the request for additional
information set forth in Appendix B, Paragraph D.1 of the Fee
Guidelines.
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Response: Weil represented the Debtors in the 2 months prior to
the Petition Date. Paragraph 22 herein discloses the billing rates
used by Weil from June 1, 2024 through the Petition Date, subject
to annual adjustment.
Question: Has your client approved your prospective budget and
staffing plan, and, if so, for what budget period?
Response: Weil is developing a prospective budget and staffing
plan for these chapter 11 cases. Weil and the Debtors will review
such budget following the close of the initial budget period to
determine a budget for the following period.
As disclosed in the court filings, Weil is a "disinterested person"
as that term is defined in section 101(14) of the Bankruptcy Code
as modified by section 1107(b) of the Bankruptcy Code.
The firm can be reached through:
Ray C. Schrock, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153-0119
Phone: (212) 310-8210
Email: ray.schrock@weil.com
About DRF Logistics, LLC
Headquartered in Austin, Texas, DRF Logistics, LLC and DRF, LLC are
providers of domestic ecommerce parcel services, as well as
cross-border logistics services, operating approximately $35
billion in total addressable market and working with over 350
customer brands, including leading retailers and marketplaces. The
Debtors' domestic parcel services include delivery, returns,
underlying client and consumer-facing software. The Debtors'
cross-border services include modular delivery solutions to over
200 destinations.
DRF Logistics, LLC and DRF, LLC filed their voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Lead Case No. 24-90447) in August 8, 2024, listing $100 million to
$500 million in both assets and liabilities. The petitions were
signed by Eric Kaup as chief restructuring officer.
Judge Christopher M Lopez presides over the case.
Gabriel Adam Morgan, Esq. at Weil, Gotshal & Manges LLP represents
the Debtors as counsel.
DRF LOGISTICS: Seeks to Tap Triple P RTS as Restructuring Advisor
-----------------------------------------------------------------
DRF Logistics, LLC and DRF, LLC seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire Triple
P RTS, LLC as restructuring advisor and Triple P Securities, LLC as
investment banker.
The firm's services include:
Restructuring Advisory Services
a. assisting in the evaluation and/or development of a
short-term cash flow model and/or related liquidity management
tools for the Debtors for such purposes as the Debtors or their
proposed counsel, Weil, may require;
b. assisting in obtaining and presenting information required
by parties in interest in these chapter 11 cases, including any
statutory committees appointed in these chapter 11 cases, or by the
Court;
c. providing testimony, as necessary, with respect to matters
on which Portage Point has been engaged to advise in these chapter
11 cases;
d. assisting in the evaluation, development, and implementation
of a wind-down plan in connection with these chapter 11 cases,
including evaluation and/or development of transition services
agreements for purposes of facilitating an orderly wind down;
e. advising on tactics and strategies for negotiating with the
Debtors' various constituents, including, without limitation,
holders of the Debtors' debt or equity, the Debtors' employees, and
the Debtors' customers, vendors, and other commercial
counterparties (collectively, "Constituents"), which assistance may
include, without limitation, meeting with Constituents, developing
presentations, and providing management with financial analytical
assistance necessary to facilitate such negotiations;
f. attending meetings of the board of directors (or similar
governing body) of the Debtors with respect to matters on which
Portage Point has been engaged to advise under the Engagement
Letter; and
g. assisting with such other matters as may be requested by
Weil or the Debtors that are within Portage Point's expertise and
otherwise mutually agreeable to the parties.
Investment Banking Services
a. assisting Weil and the Company in preparing documentation
within Portage Point's area of expertise that is required in
connection with Financing;
b. attending meetings of the board of directors (or similar
governing body) of the Debtors with respect to matters on which
Portage Point has been engaged to advise under the Engagement
Letter; and
c. providing testimony, as necessary, with respect to matters
on which Portage Point has been engaged to advise in these chapter
11 cases.
The firm will be paid as follows:
Restructuring Advisory Services
Managing Partner $1,095 per hour
Service Line Leader $950 to $995 per hour
Managing Director $850 to $925 per hour
Director $695 to $795 per hour
Vice President $550 to $675 per hour
Associate $395 to $450 per hour
Investment Banking Services
a. Financing Fee: A fee, payable upon the consummation of a
Financing, equal to $250,000; provided, however, that for any
proposed "debtor-in-possession" Financing, the Financing Fee will
be earned and payable upon the later of (x) execution of a
commitment letter or a definitive agreement with respect to the
Financing and (y) the consummation of such Financing; provided,
further, that to the extent Portage Point is paid a Financing Fee
in connection with a proposed "debtor-in-possession" Financing and
the Court does not provide any required approval with respect
thereto, Portage Point will return such Financing Fee to the
Company within 20 business days from the date such required
approval is not obtained. For the avoidance of any doubt, more than
one Financing Fee may be payable pursuant to the Engagement
Letter.
The Debtors will promptly reimburse Portage Point for all
reasonable and documented expenses incurred by Portage Point in
connection with the engagement.
Robin Chiu, a managing director at Triple P RTS, disclosed in a
court filing that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robin Chiu
Portage Point Partners LLC
640 Fifth Avenue, 10th Floor
New York, NY 10019
Phone: (646) 765-3647
Email: rchiu@pppllc.com
About DRF Logistics, LLC
Headquartered in Austin, Texas, DRF Logistics, LLC and DRF, LLC are
providers of domestic ecommerce parcel services, as well as
cross-border logistics services, operating approximately $35
billion in total addressable market and working with over 350
customer brands, including leading retailers and marketplaces. The
Debtors' domestic parcel services include delivery, returns,
underlying client and consumer-facing software. The Debtors'
cross-border services include modular delivery solutions to over
200 destinations.
DRF Logistics, LLC and DRF, LLC filed their voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Lead Case No. 24-90447) in August 8, 2024, listing $100 million to
$500 million in both assets and liabilities. The petitions were
signed by Eric Kaup as chief restructuring officer.
Judge Christopher M Lopez presides over the case.
Gabriel Adam Morgan, Esq. at Weil, Gotshal & Manges LLP represents
the Debtors as counsel.
EIGER BIOPHARMACEUTICALS: Completes Sale to Eiger InnoTherapeutics
------------------------------------------------------------------
Eiger BioPharmaceuticals, Inc. announced in a court filing that the
sale of its assets to Eiger InnoTherapeutics, Inc. closed on Sept.
3.
Eiger InnoTherapeutics offered to buy the company's Lonafarnib
assets for $5.2 million, plus an additional amount if it assumes
certain contracts of the company. Meanwhile, the buyer offered $1
million for the company's Lambda assets, plus up to $269,000 in
cure costs.
Eiger InnoTherapeutics also agreed to assume certain liabilities of
the company as part of the sale.
The sale is "free and clear" of all liens, claims, encumbrances,
and other interests, according to court filings.
Eiger BioPharmaceuticals initially put the assets up for auction
and solicited offers in accordance with the bid rules approved on
April 5 by the U.S. Bankruptcy Court for the Northern District of
Texas.
On Aug. 2, Eiger BioPharmaceuticals cancelled the auction after it
received only one qualified bid, and designated Eiger
InnoTherapeutics as the "highest and best" bidder.
On Aug. 21, 2024, the bankruptcy court approved the sale of the
Lonafarnib and Lambda assets to Eiger InnoTherapeutics.
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.
The U.S. Trustee for Region 6 appointed an official committee to
represent equity security holders in the Debtors' Chapter 11 cases.
The equity committee tapped Porzio, Bromberg & Newman, P.C. and
McKool Smith, PC as legal counsels, and Dundon Advisers, LLC as
financial advisor.
EIGER BIOPHARMACEUTICALS: Exclusivity Period Extended to Oct. 28
----------------------------------------------------------------
Judge Stacey G. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas extended Eiger BioPharmaceuticals, Inc.,
and its affiliates' exclusive periods to file a plan of
reorganization and obtain acceptance thereof to October 28 and
December 27, 2024, respectively.
As shared by Troubled Company Reporter, the Debtors explain that
their Chapter 11 cases are large and complex. As of the Petition
Date, the Debtors had approximately $42 million of funded debt,
along with unsecured obligations to over a hundred creditors,
including various vendors and contractual counterparties.
Additionally, the Debtors have a fulsome drug distribution
operation spanning the globe. Moreover, the Debtors are a publicly
traded company with approximately 1,479,483 shares issued and
outstanding as of December 31, 2023, adjusted for stock splits.
The Debtors claim that they have progressed their chapter 11 cases
far enough to formulate the Plan. The Debtors have spent the time
in these cases operating in the ordinary course, running multiple
highly successful sale processes, and will continue negotiating
support among their constituents for the Plan. The Debtors expect
these efforts to culminate in an orderly winddown of these chapter
11 cases in the near term.
Since the Petition Date, the Debtors have paid their vendors and
counterparties in the ordinary course of business or as otherwise
provided by orders of the Court. More importantly, the Debtors
maintain their ability to continue to pay their bills throughout
these chapter 11 cases. Accordingly, this factor weighs in favor of
granting an extension of the Exclusivity Periods.
The Debtors assert that they have focused on garnering broad
creditor and interest holder support for their actions. The Debtors
will continue driving consensus among key stakeholders with the
goal of presenting the Plan uncontested at any confirmation
hearing.
Attorneys for the Debtors:
Thomas R. Califano, Esq.
William E. Curtin, Esq.
Anne G. Wallice, Esq.
SIDLEY AUSTIN LLP
787 Seventh Avenue
New York, NY 10019
Tel: (212) 839-5300
Fax: (212) 839-5599
Email: tom.califano@sidley.com
wcurtin@sidley.com
anne.wallice@sidley.com
Charles M. Persons, Esq.
SIDLEY AUSTIN LLP
2021 McKinney Avenue, Suite 2000
Dallas, Texas 75201
Telephone: (214) 981-3300
Facsimile: (214) 981-3400
Email: cpersons@sidley.com
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.
ELITE ENDEAVORS: Seeks to Extend Plan Exclusivity to Oct. 16
------------------------------------------------------------
Elite Endeavors, LLC, asked the U.S. Bankruptcy Court for the
District of Kansas to extend its exclusivity periods to file a plan
of reorganization and obtain acceptance thereof to October 16, 2024
and January 14, 2025, respectively.
The Debtor claims that it requires additional time to file its Plan
and Disclosure Statement as (a) the Debtor has just recently
entered into a Toll Agreement with Livestock Nutrition Center, LLC
("LNC") which will allow Debtor to process its finished product and
have LNC purchase the raw ingredient DDG; (b) the Debtor is
negotiating with parties to either loan funds to refinance the debt
owed to BIDCO I, LLC and Landery Bank of the Lake ("Banks") or the
Debtor is negotiating with third parties to purchase the collateral
equipment from the Banks.
In addition to resolving the relief from stay issue with the Banks,
the Debtor must decide whether to assume or reject the unexpired
lease with 1502 East Walnut NB, LLC and 1502 East Walnut CB, LLC
("Landlord") for the processing plant located in Lexington,
Nebraska. Presently, the Debtor is current with its post-petition
rent. The Landlord claims that it is owed $430,790 for pre-petition
rent which the Debtor disputes. If the Debtor decides to assume the
lease, it will need to resolve the issue of the claimed
pre-petition rent prior to a confirmation hearing.
The Debtor explains that it needs to address secured claims of the
Banks (blanket senior lien on all assets with the exception of
equipment that was purchased by Debtor with funds loaned by other
creditors—i.e. PMSI); LNC (Two Sets of Screws); Wells Fargo
Equipment Finance (Loop Conveyor System); CNH Industrial Capital
(Case Wheel Loader); and DeLage Landen Financial Services (four
forklifts). Moreover, the unsecured non-priority class includes 71
claims, many of which are disputed, but which total $3,477,143.30.
Debtor will need to address all of these claims in its Plan.
The Debtor states that the complication of this case, whereby the
Debtor is exploring options to satisfy the debts owed to the Banks,
exploring whether it is in the Debtor's best interest to assume the
lease with the Landlord, and exploring options as to the other
secured creditors, necessitates that the Debtor be given additional
time.
The Debtor asserts that the extension of time for the filing of the
Plan and Disclosure Statement and the extension of time for the
exclusivity periods will not work a hardship on creditors and is in
the best interest of all parties to allow the Debtor time to
explore these options and reach an agreement with parties who are
interested in either refinancing the Banks' debts or purchasing the
equipment that is secured to the Banks and other creditors.
Elite Endeavors, LLC is represented by:
Erlene W. Krigel, Esq.
KRIGEL & KRIGEL, P.C.
4520 Main Street, Suite 700
Kansas City, MO 64111
Tel: (816) 756-5800
Fax: (816) 756-1999
E-mail: ekrigel@krigelandkrigel.com
About Elite Endeavors
Elite Endeavors, LLC, a company in Edmond, Okla., sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case
No. 24-20222) on March 6, 2024, with up to $50,000 in assets and up
to $50 million in liabilities.
Judge Robert D. Berger oversees the case.
Erlene W. Krigel, Esq., at Krigel & Krigel, PC, is the Debtor's
legal counsel.
ESG HOLDINGS: Taps Law Office of Donald L. Bell as Legal Counsel
----------------------------------------------------------------
ESG Holdings Limited seeks approval from U.S. Bankruptcy Court for
the District of Maryland to hire The Law Office of Donald L. Bell,
LLC to handle its Chapter 11 case.
The firm will provide extensive legal services such as preparing
bankruptcy schedules, statement of financial affairs, monthly
operating reports and other documents.
The firm will charge $450 per hour for attorney work and will not
bill for paralegal work done in the main case.
The retainer fee is $7,000.
As disclosed in court filings, the Law Office of Donald L. Bell has
no interest adverse to the Debtor or its estate.
The firm can be reached through:
Donald L Bell, Esq.
The Law Office Of Donald L. Bell, LLC
MD/DC Capital Office Park
6305 Ivy Ln Suite 315
Greenbelt, MD 20770
Phone: (301) 614-0536
Email: donbellaw@gmail.com
About ESG Holdings Inc.
ESG Holdings Limited operates as a holding company. The Company,
through its subsidiaries, offers recruitment services.
ESG Holdings Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 24-16875) on August 14,
2024. In the petition filed by Ebony Gill, as president, the Debtor
reports estimated assets between $1 million and $10 million and
estimated liabilities between $500,000 and $1 million.
The Debtor is represented by Donald L. Bell, Esq. at the LAW OFFICE
OF DONALD L. BELL.
FARGO BREWING: Seeks Continued Cash Collateral Access Thru Oct.
---------------------------------------------------------------
Fargo Brewing Company, LLC, asks the U.S. Bankruptcy Court for the
District of North Dakota for an extension of its Cash Collateral
Order through the end of October 2024 to ensure continued access to
essential funds for its operations.
Since filing for bankruptcy on April 15, 2024, the Debtor has
received several court orders permitting the use of cash
collateral. The most recent order, the Fourth Cash Collateral
Order, is effective through September 30, 2024. The Debtor has
provided evidence of staying under budget in its recent
expenditures, indicating sound financial management during this
period.
The Debtor seeks a Fifth Cash Collateral Order that maintains
similar terms to previous orders. This includes allowing
flexibility in budget categories while ensuring total expenses do
not exceed the approved budget. A proposed budget for October 2024
has also been submitted for court approval to facilitate planning
and operational needs. The Debtor projects $99,000 in total income
and $73,032 in total expenses for the month of October.
Jared Hardy, the President of the Debtor, has provided a
declaration supporting the motion. He highlights the necessity of
cash collateral for essential expenses such as payroll and
production. Additionally, the Debtor is addressing compliance
issues with the Federal Alcohol and Tobacco Tax and Trade Bureau
(TTB), which may affect its financial obligations and projections.
The Debtor contends the extension is vital for maintaining
operational continuity and advancing the restructuring process,
enabling the Debtor to navigate its current challenges
effectively.
A hearing on the request is set for Sept. 26 at 2:00 p.m. in Fargo,
North Dakota. Written objections are due Sept. 25.
The Debtor's counsel may be reached at:
Caren W. Stanley, Esq.
Drew J. Hushka, Esq.
218 NP Avenue
PO Box 1389
Fargo, ND 58107-1389
Telephone: 701.237.6983
E-mail: cstanley@vogellaw.com
dhushka@vogellaw.com
About The Fargo Brewing Company
The Fargo Brewing Company, LLC, is a craft brewery company.
The Debtor sought protection under Subchapter V of Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. N.D. Case No. 24-30152) on
April 15, 2024. In the petition signed by Jared Hardy, president,
the Debtor disclosed up to $500,000 in assets and up to $10 million
in liabilities.
Caren Stanley, Esq., at Vogel Law Firm, is the Debtor's legal
counsel.
FIREFLY STORE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Firefly Store Solutions, Inc.
f/d/b/a Robert H. Ham Associates, LTD
4500 S. Holden Rd.
Greensboro, NC 27406
Business Description: Firefly Store has been providing America's
retailers with store solutions, retail store
fixtures, and store displays since 1954.
Chapter 11 Petition Date: September 20, 2024
Court: United States Bankruptcy Court
Middle District of North Carolina
Case No.: 24-10591
Judge: Hon. Benjamin A Kahn
Debtor's Counsel: Dirk W. Siegmund, Esq.
IVEY, MCCLELLAN, SIEGMUND, BRUMBAUGH &
MCDONOUGH, LLP
305 Blandwood Ave
Greensboro, NC 27401
Tel: 336-274-4658
Fax: 336-274-4540
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Adria Arias as 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/DNFU2PY/Firefly_Store_Solutions_Inc__ncmbke-24-10591__0001.0.pdf?mcid=tGE4TAMA
FTX TRADING: Bankman-Fried Faults Trial Judge in 2nd Circ. Appeal
-----------------------------------------------------------------
Law360 reports that FTX founder Sam Bankman-Fried on Friday,
September 13, 2024, launched an appeal of his fraud conviction over
the cryptocurrency exchange's historic collapse, issuing a
broadside against the judge who oversaw his trial and saying FTX's
debtor counsel Sullivan & Cromwell LLP acted as an arm of the
prosecution.
About FTX Trading Ltd.
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell
itself to its giant rival Binance, but Binance walked away from the
deal amid reports on FTX regarding mishandled customer funds and
alleged US agency investigations.
At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step
aside, and restructuring vet John J. Ray III was quickly named new
CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
million in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year. According to Reuters, SBF
shared a document with investors on Nov. 10 showing FTX had $13.86
billion in liabilities and $14.6 billion in assets. However, only
$900 million of those assets were liquid, leading to the cash
crunch that ended with the company filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims
agent, maintaining the page
https://cases.ra.kroll.com/FTX/Home-Index
The official committee of unsecured creditors tapped Paul Hastings
as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as
Delaware and conflicts counsel; FTI Consulting, Inc. as financial
advisor; and Jefferies, LLC as investment banker.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases.
White-collar crime specialist Mark S. Cohen has reportedly been
hired to represent SBF in litigation. Lawyers at Paul Weiss
previously represented SBF but later renounced representing the
entrepreneur due to a conflict of interest.
FULCRUM BIOENERGY: U.S. Trustee Appoints Creditors' Committee
-------------------------------------------------------------
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of Fulcrum
BioEnergy, Inc.
The committee members are:
1. Linde Inc.
Attn: Jeffrey Weiss
10 Riverview Dr
Danbury, CT 06810
Phone: 716-879-2749
Email: Jeffrey.weiss@linde.com
2. Johnson Matthey Davy Technologies Ltd.
Attn: Amy Donohue-Babiak
435 Devon Park Drive, Suite 600
Phone: 610-971-3084
Email: amy.donohue-babiak@jmusa.com
3. Washington Mills Electro Minerals Corporation
Attn: Nancy Gates
1801 Buffalo Avenue
Niagara Falls, NY
Phone: 716-278-6672
Email: ngates@washingtonmills.com
4. Aquatech International, LLC
Attn: Michael J. Mancosh
One Four Coins Drive
Canonsburg, PA 15217
Phone: 724-746-5300, Ext. 219
Email: mancoshm@aquatech.com
5. Apex Grading
Attn: Ryan Berindean
P.O. BOX 19045
Reno, NV 89511
Phone: 832-986-6331
Email: ryan@apexgp.net
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 Fulcrum Bioenergy
Fulcrum Bioenergy Inc. operates as a clean energy company described
as a pioneer in sustainable aviation fuel (SAF) production. The
company is based in Pleasanton, Calif.
Fulcrum Bioenergy and its affiliates sought relief under Chapter 11
of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-12008) on
Sept. 9, 2024, with up to $50,000 in assets and $100 million to
$500 million in liabilities. Mark J. Smith, chief restructuring
officer, signed the petition.
Judge Thomas M. Horan handles the case.
The Debtors tapped Morris, Nichols, Arsht & Tunnell, LLP as legal
counsel and Development Specialists, Inc. as investment banker.
Kurtzman Carson Consultants, LLC, doing business as Verita Global,
is the claims agent.
G-MAC CONSTRUCTION: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------
The U.S. Trustee for Region 20 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of G-Mac Construction, Inc.
About G-Mac Construction
G-Mac Construction, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 24-10797) on Aug. 19,
2024, with as much as $1 million in both assets and liabilities.
Gary W. McGonigle, president, signed the petition.
Judge Mitchell L. Herren oversees the case.
Mark J. Lazzo, P.A. serves as the Debtor's legal counsel.
GALAXY NEXT: Seeks to Extend Plan Exclusivity to October 7
----------------------------------------------------------
Galaxy Next Generation, Inc., asked the U.S. Bankruptcy Court for
the Northern District of Georgia to extend its exclusivity periods
to file a plan of reorganization and obtain acceptance thereof to
October 7 and December 6, 2024, respectively.
The Debtor is authorized to operate its business as debtor-in
possession pursuant to Sections 1107 and 1108 of the Bankruptcy
Code.
On or about May 29, 2024, an Official Committee of Unsecured
Creditors was appointed in this case. No other statutory committee
and no trustee or examiner has been appointed.
The Debtor explains that cause exists for granting the requested
extension of the exclusive periods for filing a Chapter 11 plan and
soliciting acceptances thereof. Since the commencement of the Case,
the Debtor has worked diligently to maintain continuity in the
everyday operation of its business, while simultaneously working to
preserve and build the value of its assets.
The Debtor claims that it is in discussions with the Committee and
other major constituents regarding the framework for a consensual
plan. While such discussions have been fruitful, the parties need
additional time to negotiate the provisions of any such plan.
Galaxy Next Generation, Inc., is represented by:
Ashley R. Ray, Esq.
Scroggins & Williamson, P.C.
4401 Northside Parkway, Suite 450
Atlanta, GA 30327
Tel: (404) 893-3880
Fax: (404) 893-3886
Email: aray@swlawfirm.com
About Galaxy Next Generation
Galaxy Next manufactures and distributes interactive learning
technologies and enhanced audio solutions within commercial and
educational markets.
Galaxy Next Generation, Inc., in Toccoa, GA, filed its voluntary
petition for Chapter 11 protection (Bankr. N.D. Ga. Case No.
24-20552) on May 9, 2024, listing as much as $10 million to $50
million in both assets and liabilities. Magen McGahee as CFO,
signed the petition.
SCROGGINS & WILLIAMSON, P.C., serves as the Debtor's legal counsel.
GLENSIDE PIZZA: Seeks Subchapter V Bankruptcy in Pennsylvania
-------------------------------------------------------------
Glenside Pizza Inc. filed for Chapter 11 protection in the Eastern
District of Pennsylvania. According to court filing, the Debtor
reports $1,512,13 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
Oct. 10, 2024 at 10:00 a.m. at ALTERNATE TELEPHONIC CONFERENCE (For
Trustee Use Only).
About Glenside Pizza Inc.
Glenside Pizza Inc. owns and operates a pizza restaurant.
Glenside Pizza Inc. sought relief under Subchapter V Chapter 11 of
the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-13096) on
Sept. 3, 2024. In the petition filed by Vasilios Zonios, as
owner/president, the Debtor reports total assets of $121,500 and
total liabilities of $1,512,137.
The Honorable Bankruptcy Judge Ashely M. Chan handles the case.
The Debtor is represented by:
Ellen M. McDowell, Esq.
McDOWELL LAW, PC
46 West Main St.
Maple Shade, NJ 08052
Tel: 856-482-5544
Fax: 856-482-5511
Email: emcdowell@mcdowelllegal.com
GRAND VALLEY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Grand Valley MHP, LLC
401 E. Las Olas Blvd, Ste 130-161
Fort Lauderdale, FL 33301
Chapter 11 Petition Date: September 20, 2024
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 24-19715
Judge: Hon. Peter D Russin
Debtor's Counsel: Bradley S. Shraiberg, Esq.
SHRAIBERG PAGE PA
2385 NW Executive Center Dr
Suite 300
Boca Raton, FL 33431
Tel: 561-443-0800
Email: bss@slp.law
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Neil Carmichael Bender, II as manager.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/76YU6VQ/Grand_Valley_MHP_LLC__flsbke-24-19715__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. 21st Communities, Inc. Unknown
Attn: Manager
PO Box 220
Knoxville, TN
37901-0220
2. 21st Mortgage Corporation Unknown
Attn: Ann Wilkins
620 Market Street,
Suite 100
Knoxville, TN 37902
3. Alan Thompson Unknown
Attn: Manager, Officer, Agent
401 E. 11th Street
Lumberton, NC
28358-4807
4. Ameren Illinois Gas and Propane $478
PO Box 88034
Chicago, IL
60680-1034
5. Austin Shapiro Unknown
31550 Northwestern
Hwy, Suite 220
Farmington, MI
48334
6. Blake Y. Boyette Unknown
Buckmiller, Boyette
& Frost, PLLC
4700 Six Forks
Road, Suite 150
Raleigh, NC
27609-5288
7. Brendan A. Potts Unknown
2400 Catalina Lane
Springfield, IL
62702-1105
8. Brittany Court MHP, LLC Unknown
1030 N. Grand Ave West
East Bldg
Springfield, IL
62702-4040
9. Brown Investment Unknown
Properties, Inc.
PO Box 930
Greensboro, NC 27402
10. Buckmiller, Boyette Unknown
& Frost, PLLC
4700 Six Forks
Road, Suite 150
Raleigh, NC
27609-5288
11. CWLP Water and Sewer $16,808
City Water, Light & Power
Municipal Center West
Springfield, IL
62757-0001
12. M&T Realty Capital Corporation Unknown
Attn: Wendy LeBlanc, VP
One Light Street,
12th Floor
Baltimore, MD 21201
13. Metron Sustainable $30,613
Services, Inc
5665 Airport Blvd,
Suite 105
Boulder, CO 80301
14. Northpoint Unknown
Commercial Finance - TOC
PO Box 731751
Dallas, TX
75373-1751
15. Pace Analytical Water Testing $112
Services, LLC
PO Box 684056
Chicago, IL
60695-4056
16. Prairie State Inspections $36,450
25-68 Cottage Hill Ct.
Lanark, IL 61046
17. Rick Ray and Sons Plumbing $12,560
1514 W Jefferson St
Springfield, IL 62707
18. Sangamon County Taxes $144,047
Tax Collector
200 S 9th Street,
Room 303
Springfield, IL 62701
19. Sangamon County Water Water and Sewer $29,730
Reclamation District
2833 South Grand
Ave. East
Springfield, IL 62703
20. Style Crest, Inc. Home Repairs & $378
PO Box 8673 Maintenance
Carol Stream, IL
60197-8673
GREAT CANADIAN: Fitch Lowers LongTerm IDR to 'B' & Withdraws Rating
-------------------------------------------------------------------
Fitch Ratings has downgraded Great Canadian Gaming Corporation's
(GCGC) Long-Term Issuer Default Rating (IDR) to 'B' from 'B+'.
Fitch has also downgraded GCGC's senior secured debt to 'BB'/'RR1'
from 'BB+'/'RR1', and its senior unsecured debt to 'B-'/'RR5' from
'B'/'RR5'. The Rating Outlook is Stable and Fitch has subsequently
withdrawn all the company's ratings and Outlook.
The downgrade reflects GCGC's high adjusted EBITDAR leverage,
determined by Fitch on a proportionately consolidated basis to
account for its 50% share in the Ontario Gaming GTA Limited
Partnership (OTG) joint venture (JV). This elevated leverage is
expected to persist over the medium term due to the recent
reversion of East GTA and West GTA bundles' Casino Operating and
Service Agreement (COSA) compensation models to pre-pandemic
levels, macroeconomic-induced weakness throughout its portfolio,
and a delayed ramp at OTG's Toronto and Pickering operations.
The Stable Outlook reflects GCGC's modest diversification across
various jurisdictions and segments, long-term growth prospects in
its largest market, Ontario. The Outlook also reflects Fitch's
expectation that FCF after shareholder distributions will be
positive starting in 2025, as OTG's operations ramp up. This
assumes that management effectively manages payments, there are no
near-term debt maturities, and uncertainty in its future capital
allocation plans.
Fitch has withdrawn all of GCGC's ratings for commercial reasons.
Fitch will therefore no longer provide rating or analytical
coverage on the company.
Key Rating Drivers
Elevated Long-Term Leverage: Fitch expects GCGC's EBITDAR leverage
to increase from about 5.0x at FY 2023 (Dec. 31), remaining
relatively stable yoy, to about 6.5x by 2025. It is then
anticipated to moderate to below 6.0x in the later years of the
forecast horizon. Fitch proportionally includes GCGC's 50% share of
OTG in GCGC's debt, capitalized rent and EBITDAR in its leverage
metrics.
GCGC does not have a formal public financial policy and expects to
manage its balance sheet opportunistically with a focus on managing
leverage. FY 2024 and 2025 leverage will be over 6.0x due to the
substantial loss of revenue from its East GTA and West GTA gaming
bundles, which have reverted to pre-pandemic terms in line with
initial expectations.
Challenges Impacting Leverage: In addition, GCGC has been impacted
by several factors: enhanced mandatory photo ID requirements in
British Columbia (B.C.) starting mid-2023, current macroeconomic
challenges causing weakness in its lower-tier customer segment in
B.C. and Toronto, weather-related disruptions this winter, recently
implemented contractual wage increases across various properties,
and an incremental USD 450 million term loan B (about CAD 600
million) OTG added to fund a dividend recapitalization to its
shareholders in February 2024.
Fitch expects leverage to taper over the rating period, aided by
the ramp-up of OTG's Toronto and Pickering operations, an increase
in customer volume, and the absence of additional debt to fund
shareholder distributions.
Tepid Regional Gaming Outlook: Fitch expects weak consumer
discretionary spending in GCGC's markets in the near to medium term
due to a cooler labor market, which has pushed the unemployment
rate up 1% yoy to 6.4% as of July 2024, and softer GDP per capita.
GCGC has seen weaker than expected results in B.C. and the Greater
Toronto Area (GTA) over the last two quarters. However, Atlantic
Canada, including three casinos, have performed relatively well due
to stronger economic metrics.
With the grand opening of the Toronto casino this summer, the
completion of additional amenities by mid-2025, and the ongoing
stabilization of the Pickering casino, Fitch believes these new
operations can largely mitigate the potential loss from economic
challenges starting in 2025.
Modest Geographic Diversification: GCGC operates 22 properties
across four Canadian provinces. It entered into an agreement to
sell Casino Nanaimo and Casino Victoria to Snuneymuxw First
Nation's economic development corporation for undisclosed amounts
in June and September 2024, respectively, with the Nanaimo deal
expected to close in the first half of 2025, subject to regulatory
approvals. The acquisition of certain gaming bundles from OLG in
Ontario from 2016 to 2018 has improved its diversification and
granted it exclusivity in the GTA market.
Despite being Canada's largest commercial operator, GCGC's
operations are concentrated in Ontario (12 properties) and B.C.
(nine properties), which accounted for 94% of its revenues in 2023.
GCGC holds favorable competitive positions in these solid markets,
helping to offset its more limited diversification compared with
its U.S. regional gaming peers.
Competitive Landscape and Barriers to Entry: GCGC's Ontario
casinos, part of three GTA bundles, include the Toronto and
Pickering projects. Their nearest direct competitors are Fallsview
Casino and Casino Niagara in Niagara Falls (operated by Mohegan
Gaming) and Casino Rama (operated by Gateway Casinos). In B.C.,
GCGC competes with Gateway Casinos, which operates 15 locations.
Fitch believes the OLG and B.C. Lottery Corporation retain a
substantial portion of gross gaming revenue but support certain
gaming operational costs. These high barriers to entry and minimal
new competitive supply positively distinguish GCGC's operating
environment from its U.S. regional peers.
Unclear Financial Policy: The lack of a formal financial policy and
potential for distributions in the future result in an uncertain
long-term leverage profile. In 1Q24 GCGC retired about USD 37
million under its senior unsecured notes, and while Fitch expects
some debt repayment in 2025 once the sale of Casino Nanaimo and
Casino Victoria close, Fitch does not assume any significant debt
repayments thereafter given management's approach to assess its
initial results from the GTA investments.
FCF after distributions to shareholders was modestly negative in
2022 and 2023, trending towards breakeven. However, disbursements
of about CAD 600 million in February 2024 will result in a
substantially negative FCF for the year. Positive FCF is expected
from 2025, contingent on management's payment handling and the
completion of growth capex at the GTA JV level (Toronto and
Pickering locations). This outlook includes anticipated
contributions from the casinos.
Proportional Consolidation of GTA: Fitch proportionally
consolidates the GTA JV in GCGC's credit metrics by removing 50% of
GTA's debt, capitalized rent and EBITDAR attributable to Brookfield
Business Partners. GCGC manages GTA JV's four casinos in Toronto
and fully consolidates the subsidiary's financials into its own
statements. The JV is considered strategically important to both
owners given its casino exclusivity in Toronto, multi-decade Casino
Operating and Services Agreement and ongoing gaming and nongaming
development. The JV is an unrestricted subsidiary relative to the
GCGC restricted group.
Derivation Summary
GCGC's 'B' IDR reflects its high leverage, strong discretionary FCF
generation and favorable regulatory environment in Ontario, in
which it enjoys varying degrees of exclusivity. This is offset by
uncertainty surrounding its financial policy towards leverage and
distributions to the sponsors.
GCGC's exclusivity in the Greater Toronto Area compares similarly
with the Seminole Tribe of Florida (BBB/Stable) which has exclusive
market position in the Florida market, as well as Las Vegas Sands
(BBB-/Stable), Wynn Resorts, Limited (BB-/Stable) and MGM Resorts
International (BB-/Stable), each of which is among only a small
handful of operators (6) with access to Macau. MGM also has access
to Singapore, another deep international jurisdiction with only two
operators.
Fitch has less tolerance for leverage at GCGC relative to Seminole
Tribe of Florida, considering the latter's record of instituting
prudent tribal government financial policies and financial
reserves. Similarly, Las Vegas Sands, Wynn Resorts and MGM Resorts
have much stronger financial profiles, prudently conservative
financial policies, and international diversification.
Key Assumptions
- Total revenues remains relatively flat in 2024 due to the recent
reversion of the West GTA and East GTA bundles, previously
operating pursuant to an interim compensation model under the
amended COSA with OLG, to the historical COSA compensation model,
and continued pressures in Ontario and B.C. Thereafter, 2025
revenues decline by low single digits due to the full year effects
of the West GTA and East GTA revenue losses, partially offset by
improved revenue contribution from the GTA JV, followed by
mid-single digits growth over the outer years of the forecast
horizon as operations stabilize;
- EBITDA margin declines marginally over the next 12 months due to
lower East and West GTA sales, dampness in the VIP segment, and
recent contractual wage increases, and remains relatively steady
thereafter;
- Capex as a percentage of revenue of about 9% in 2024 and 6% in
2025, most of which is directed to the GTA JV, followed by 3%
allocated to maintenance capex thereafter;
- FCF is allocated primarily towards gaming and non-gaming
investments and some form of shareholder returns. Fitch assumes
about $150 million in debt paydown from sale proceeds of the two
casinos in 2025, with some paydown at the restricted group level at
the time of refinancing;
- Fitch assumes about $700 million in annual distributions out of
the JV for 2024 and $150 million thereafter;
- Base interest rates assumptions reflect the current SOFR curve.
Recovery Analysis
Fitch's downgrade of GCGC's senior secured first-lien debt to
'BB'/'RR1' and senior unsecured debt to 'B-'/'RR5' is based on a
bespoke analysis and are notched from GCGC's 'B' IDR. The recovery
analysis assumes the GCGC restricted group would be reorganized as
a going-concern in bankruptcy rather than liquidated. Fitch
estimates an enterprise value (EV) on a going concern basis of CAD
2 billion for GCGC's restricted group.
The EV assumption is based on post-reorganization EBITDA of CAD 280
million, a 7.0x multiple and a deduction of 10% for administrative
claims, all of which remain unchanged during its current review.
Fitch projects a post-restructuring sustainable cash flow, which
assumes both depletion of the current position to reflect the
distress that provoked a default, and a level of corrective action
Fitch assumes either would have occurred during restructuring, or
would be priced into a purchase price by potential bidders.
The GC EBITDA estimate reflects its view of a sustainable,
post-reorganization EBITDA level upon which Fitch bases the EV.
GCGC's restricted group's going concern EBITDA of about CAD 280
million considers an increased run-rate EBITDA from the ramp up and
stabilization of the Toronto casino and recessionary pressures,
such as property closures, competitive openings and weaker consumer
spending. This is nearly 25% below normalized EBITDA, but reflects
a forward view of operating pressures that would drive negative FCF
and ultimately a default or restructuring.
The 7.0x EV multiple assumption is higher than that assumed for
most U.S. regional peers given GCGC's strong competitive position
and the high barriers to entry due to long-standing exclusivity
agreements. GCGC's restricted group also has low rent expense,
which increases its financial flexibility relative to some U.S.
regional peers. Fitch uses a range of 5.0x-7.0x recovery multiples
for most U.S. regional peers, dependent on market position,
diversification and materiality of rent expense.
In applying the distributable proceeds, Fitch assumes CAD 1.7
billion of senior secured debt, including a fully drawn revolver
and about CAD 430 million of senior unsecured notes, which includes
other transaction-related adjustments.
The restricted group could benefit from GCGC's 50% ownership in the
GTA JV (Ontario Gaming GTA Limited Partnership). The current JV
capital structure of CAD 2.5 billion (assuming a fully drawn
revolving facility) relative to CAD 500 million of estimated
run-rate EBITDA (full ramp up of its Toronto and Pickering
expansions) provides a substantial amount of residual equity.
RATING SENSITIVITIES
Rating sensitivities do not apply as the ratings have been
withdrawn.
Liquidity and Debt Structure
Satisfactory Liquidity: At June 30, 2024 GCGC's liquidity consisted
of CAD 228.8 million of revolver availability and CAD 195 million
of unrestricted cash at the restricted group. Discretionary FCF
generation at the restricted group is estimated to be sufficient
given the small remaining growth capex in 2024 and 2025 and modest
maintenance capex requirements thereafter. Near-term maturities are
manageable considering GCGC's secured debt matures in November 2026
and unsecured debt a year later.
Issuer Profile
GCGC is a large Canadian gaming company, with casinos in Ontario,
British Columbia, Nova Scotia and New Brunswick.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
GCGC has an ESG Relevance Score of '4' for Governance Structure due
to the board composition being primarily composed of
non-independent directors and lack of financial policy surrounding
leverage, which are not atypical in sponsor-owned companies. When
coupled with the sponsor's history in the gaming sector, this could
have a negative impact on the credit profile and is relevant to the
ratings in conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Great Canadian
Gaming Corporation LT IDR B Downgrade B+
LT IDR WD Withdrawn B
senior unsecured LT B- Downgrade RR5 B
senior unsecured LT WD Withdrawn B-
senior secured LT BB Downgrade RR1 BB+
senior secured LT WD Withdrawn BB
H.K AUTOMOTIVE: Hits Chapter 11 Bankruptcy
------------------------------------------
H K Automotive Inc. filed Chapter 11 protection in the District of
Delaware. According to court filing, the Debtor reports between
$100,000 and $500,000 in debt owed to 1 and 49 creditors. The
petition states funds will be available to unsecured creditors.
About H K Automotive Inc.
H K Automotive Inc. sells automotive parts, accessories, and
tires.
H K Automotive Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D, Del. Case No. 24-11926) on September 4,
2024. In the petition filed by Houshang Neyssani, as president and
sole shareholder, the Debtor reports estimated assets between $1
million and $10 million and estimated liabilities between $100,000
and $500,000.
The Honorable Bankruptcy Judge Laurie Selber Silverstein handles
the case.
TILL LAW GROUP is the Debtor's bankruptcy counsel. BAYARD P.A. is
the Debtor's local counsel.
HALLUCINATION MEDIA: 11th Cir Keeps Ruling in Ritz Contract Row
---------------------------------------------------------------
The United States Court of Appeals for the Eleventh Circuit upheld
the lower courts' decision granting summary judgment in favor of
defendants on all claims in the case captioned as HALLUCINATION
MEDIA, LLC, Plaintiff-Appellant, versus THE RITZ YBOR, LLC, N.C.J.
INVESTMENT COMPANY, JOE CAPITANO, JR., AMPHITHEATRE EVENTS, LLC,
JOHN A. SANTARO, Defendants-Appellees, No. 24-10194 (11th Cir.).
In 2013, Hallucination Media, LLC began contract discussions with
Ritz Ybor for Hallucination to promote and produce club nights at
the Ritz special events venue. Although the parties contest whether
an agreement was ever reached, Hallucination and the Ritz developed
a business relationship whereby Hallucination promoted and produced
club nights at the Ritz on Friday nights and some Saturday nights
from August 2013 until May 2016, when the Ritz allegedly breached
the agreement. Around the time that the relationship between
Hallucination and the Ritz ended, Amphitheatre LLC -- a competitor
to Hallucination -- executed a three-year lease agreement to hold
events at the Ritz after a fire destroyed its former venue.
After filing for Chapter 11 bankruptcy, Hallucination brought an
adversarial proceeding against the Ritz, its managing member Joe
Capitano, and owner N.C.J. Investment Company; as well as
Amphitheatre and its owner John Santoro. Hallucination sought
damages against:
(1) the Ritz and NCJ for breach of a partnership agreement
(Count I) and breach of a right of first refusal (Count II);
(2) the Ritz, NCJ, and Capitano for self-help eviction in
violation of Florida Statutes Sec. 83.05 (Count III);
(3) Capitano, Amphitheatre, and Santoro for tortious
interference with contracts and business relationships (Count IV);
and
(4) the Ritz, NCJ, and Capitano for fraudulent inducement (Count
V).
The bankruptcy court granted summary judgment in favor of
defendants on all claims, which the district court affirmed.
On appeal, Hallucination argues that the bankruptcy court erred by:
(1) granting summary judgment based on affirmative defenses and
arguments it argues were never made by defendants,
(2) misapplying the law on statute of frauds and competition
privilege, and
(3) denying its motions to reconsider.
After careful review, the Eleventh Circuit affirms.
Hallucination argues that the bankruptcy court misapplied the law
on the competition privilege in granting summary judgment to the
Amphitheatre defendants on Hallucination's tortious interference
claim.
To succeed on its tortious interference claim, Hallucination must
prove:
(1) the existence of a contract or business relationship;
(2) knowledge of the contract or relationship by the defendant;
(3) "an intentional and unjustified interference with the
[contract or] relationship by the defendant"; and
(4) damage to the plaintiff as a result.
To establish the competition privilege defense -- i.e., that any
interference was lawful and justified -- the Amphitheatre
defendants were required to show that:
(1) the relationship between Hallucination and Amphitheatre
"concerned a matter involved in the competition between [them]";
(2) Amphitheatre "did not employ improper means";
(3) "it did not intend to create or continue an illegal
restraint of competition"; and (4) "its purpose was at least in
part to advance its interest in competing with [Hallucination]."
The Eleventh Circuit says, "The bankruptcy court did not err in
holding that the competition privilege applied here. As to the
first and fourth elements, Hallucination and Amphitheatre are in a
similar business and were competing for use of the venue. As to the
second element, there is no evidence that Amphitheatre employed
improper means -- such as fraud, deceit, pretext, or broken
promises -- to attain the use of the venue. And as to the third
element, there is no evidence or suggestion that Amphitheatre
sought to illegally restrain competition. Instead, the record shows
that Amphitheatre's venue burned down, and so its pursuit of Ritz
was simply because it needed a new venue to stay afloat."
About Hallucination Media
Hallucination Media, LLC, filed a Chapter 11 petition (Bankr. M.D.
Fla. Case No. 16-04116) on May 12, 2016. The petition was signed
by Bryan L. Nichols, manager and member. The Debtor estimated
assets at $50,001 to $100,000 and liabilities at $0 to $50,000 at
the time of the filing. The Debtor was represented by Leon A.
Williamson Jr., Esq., at the Law Office of Leon A. Williamson, Jr.,
P.A.
HAPISGAH OF FLUSHING: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Hapisgah of Flushing Inc
14725 Union Tpke
Flushing, NY 11367
Business Description: The Debtor owns and operates a restaurant.
Chapter 11 Petition Date: September 20, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-43917
Judge: Hon. Elizabeth S Stong
Debtor's Counsel: Lawrence Morrison, Esq.
MORRISON TENENBAUM PLLC
87 Walker Street, Second Floor
New York, NY 10013
Email: lmorrison@m-t-law.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Moshe Lifshitz as authorized signatory.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/AP5JC7A/Hapisgah_of_Flushing_Inc__nyebke-24-43917__0001.0.pdf?mcid=tGE4TAMA
HAWAIIAN HOLDINGS: S&P Alters Outlook to Stable, Ups ICR to 'BB-'
-----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Hawaiian
Holdings Inc. to 'BB-' from 'B-' and revised the outlook to stable
from developing.
S&P said, "We also raised our issue-level rating on Hawaiian's
2013-1 Class A enhanced equipment trust certificates (EETCs) to
'BB' from 'B'.
"The stable outlook reflects our outlook on Hawaiian's parent
company, Alaska.
"With the merger now complete, we view Hawaiian as a highly
strategic subsidiary to Alaska. We base our rating on Hawaiian on
our view of its highly strategic status to the overall group. As
such, we rate the entity one notch below the rating on Alaska Air
Group, which is 'BB'.
"The higher rating on Hawaiian reflects our assessment that its
line of business is closely aligned with that of parent Alaska. We
view Hawaiian as highly integrated with Alaska, sharing business
operations and strategies, risk management, and financial policy.
We expect Hawaiian will be part of the group's long-term strategic
view."
Alaska's acquisition of Hawaii, with transaction equity value of $1
billion funded with cash, while assuming about $2.5 billion of
Hawaiian's debt, represented a significant investment by Alaska.
While we view Alaska Air Group as likely to support Hawaiian under
most foreseeable circumstances, S&P notes that Alaska will not
guarantee any of Hawaiian's debt. In addition, Hawaiian currently
faces various operating challenges, and further deterioration in
its performance could result in underperformance by Alaska as a
combined company.
S&P said, "In line with our upgrade of Hawaiian, we raised our
issue-level rating on the company's 2013-1 Class A EETC by three
notches to 'BB' from 'B'. Our criteria limits assigning affirmation
credit when the loan to value is high, as it is for the 2013-1
Class A EETCs. However, we continue to use the available
flexibility in the criteria to offset this impact with what we call
a positive comparable ratings analysis. We believe it is possible
Hawaiian would continue pay the senior class of the EETC in a
hypothetical bankruptcy scenario, although we also note a risk of
renegotiation in that event.
"The stable outlook on Hawaiian reflects the outlook of its parent,
Alaska Air Group.
"We could downgrade Hawaiian if we took the same rating action on
Alaska. We could also lower the ratings if we see lower incentives
or commitment of support from Alaska, especially due to poor
operational improvements.
"We could upgrade Hawaiian if we took the same rating action on
Alaska."
HIGHLAND CAPITAL: Dismissal of DAF Fund, et al. Case Upheld
-----------------------------------------------------------
Judge Jane J. Boyle of the United States District Court for the
Northern District of Texas affirmed in its entirety the opinion
issued by the United States Bankruptcy Court for the Northern
District of Texas dismissing The Charitable DAF Fund, L.P. and CLO
Holdco, Ltd.'s case against Highland Capital Management, L.P. DAF
and CLO Holdco's appeal is dismissed with prejudice.
Highland Capital Management, L.P., filed for Chapter 11 bankruptcy
on October 16, 2019, in the United States Bankruptcy Court for the
District of Delaware and that court transferred venue to the United
States Bankruptcy Court for the Northern District of Texas.
DAF and CLO Holdco initiated this adversary proceeding based on
conduct allegedly engaged in by HCM during HCM's Chapter 11
bankruptcy proceedings.
Appellants have alleged the following: In 2017, DAF -- through its
holding entity CLO Holdco -- purchased 49.02% of the available
shares of Highland CLO Funding, Ltd. based upon investment advice
from HCM. Another entity, HarbourVest, acquired 49.98% of the HCLOF
shares, while HCM and its employees acquired the remaining 1% of
HCLOF. The HCLOF Member Agreement contained a "Right of First
Refusal" provision specifying that, when an HCLOF member, such as
Appellants or HCM, intends to sell its HCLOF interest to a
third-party, "the other members have the first right of refusal to
purchase those interests pro rata for the same price that the
member has agreed to sell."
During HCM's bankruptcy proceedings, HarbourVest filed a proof of
claims against HCM, seeking over $300 million in damages from HCM.
HCM offered to settle HarbourVest's claims by purchasing
HarbourVest's 49.98% interest in HCLOF. CLO Holdco then filed an
objection to the HarbourVest Settlement, contesting that the
Settlement violated the Right of First Refusal provision in the
HCLOF Member Agreement because CLO Holdco was not first given an
opportunity to purchase HarbourVest's shares at the same price.
However, CLO Holdco later withdrew this objection at the Settlement
Hearing. The Bankruptcy Court subsequently approved the HarbourVest
Settlement. At the time of the HarbourVest Settlement, HCM provided
evidence that the HarbourVest ownership interest in HCLOF was worth
$22.5 million. Appellants later discovered, however, that the
HarbourVest interest was actually worth "almost double that
amount." The final reorganization plan in the underlying bankruptcy
proceedings included an exculpatory provision, which provided that
the parties could not bring any cause of action against the Debtors
arising from the underlying bankruptcy proceedings unless HCM
engaged in "bad faith, fraud, gross negligence, criminal
misconduct, or willful misconduct."
Appellants assert five claims in this suit. Count 1 is a breach of
fiduciary duty claim brought under Sec. 206 of the Investment
Advisors Act, 15 U.S.C. Sec. 80b–6, based on the theory that HCM
breached their fiduciary duties to Appellants by acquiring the
HarbourVest ownership interest in HCLOF without first offering it
to Appellants. Count 2 is a breach of contract claim, alleging that
the HarbourVest Settlement breached the Right of First Refusal
provision found in the HCLOF Member Agreement. Count 3 is a
negligence claim based on the theory that HCM should have known its
actions violated the IAA. Count 4 is a civil Racketeer Influenced
and Corrupt Organizations claim arising out of the HarbourVest
Settlement. And Count 5 is a claim for tortious interference with
an existing contract arising out of the HCLOF Member Agreement's
Right of First Refusal provision.
This is the second time that this matter has been appealed to the
District Court. Previously, the District Court affirmed in part and
reversed in part the bankruptcy court's dismissal of the case based
on collateral estoppel and judicial estoppel. It reversed the
decision on collateral estoppel grounds and affirmed in part and
reversed in part the decision on judicial estoppel grounds. It then
remanded the case to the bankruptcy court to make findings on the
inadvertence element of judicial estoppel, and to otherwise rule on
the merits of the case.
After remand, HCM subsequently filed a Renewed Motion to Dismiss
all five of Appellants' claims. The bankruptcy court granted the
Renewed Motion to Dismiss in its entirety and dismissed all five
claims with prejudice. Appellants subsequently appealed this final
order, arguing that the bankruptcy court erred in dismissing their
claims, as well as not granting them leave to file an amended
complaint.
The District Court first affirms the bankruptcy court's finding
that judicial estoppel bars Counts 2 and 5 of Appellants' Complaint
because Appellants took the position that the HarbourVest
Settlement did not violate the Right of First Refusal provision. It
next affirms the dismissal of Appellants' breach of fiduciary duty
claim. Section 206 of the IAA does not confer a private cause of
action for damages, Appellants did not assert a claim under Sec.
215 of the IAA, and Appellants did not plead any state law breach
of fiduciary duty claims in their Complaint. Next, it affirms the
bankruptcy court's dismissal of Appellants' negligence claim.
Lastly, the District Court concludes that the bankruptcy court did
not err by not granting Appellants leave to amend their RICO claim
or any of their other claims.
A copy of the Court's decision dated September 10, 2024, is
available at https://urlcurt.com/u?l=jC667G
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.
HO WAN KWOK: Alter Ego Decision Upheld
--------------------------------------
In the case captioned as HK INTERNATIONAL FUNDS INVESTMENTS (USA)
LIMITED, LLC, and MEI GUO, Appellants v. LUC A. DESPINS,
Trustee-Appellee, CIVIL NO. 3:23-CV-458 (KAD) (D. Conn.), Judge
Kari A. Dooley of the United States District Court for the District
of Connecticut affirmed the order of the United States Bankruptcy
Court for the District of Connecticut granting summary judgment in
favor of the Chapter 11 Trustee on his counterclaims.
In these consolidated appeals, HK International Funds Investments
(USA) Limited, LLC and Mei Guo challenge the orders of the
Bankruptcy Court granting the Chapter 11 Trustee's motions for
summary judgment in which the Bankruptcy Court determined first
that the Individual Debtor Ho Wan Kwok was the beneficial owner of
a luxury yacht, the Lady May, and second, that HK USA was the alter
ego of Kwok such that the assets held by HK USA, to include the
Lady May, the Lady May II, and $37,000,000 in loan proceeds,
belonged to Kwok's bankruptcy estate.
Appellants argue that the Bankruptcy Court erred in the alter ego
determination because the decision was based on a flawed collateral
estoppel analysis and cannot stand independent of that analysis,
that the Bankruptcy Court otherwise erred in its alter ego
analysis, and that the Bankruptcy Court erroneously determined that
certain facts were undisputed or found that certain undisputed
facts implicated the Individual Debtor. Appellee disagrees, arguing
that the Bankruptcy Court correctly determined that HK USA was the
alter ego of the Individual Debtor not simply as an extension of
the collateral estoppel finding, but because of the undisputed
facts in the record that the Individual Debtor, inter alia,
exercised dominion and control over HK USA. The Court agrees with
the Appellee.
The second counterclaim sought to reverse-pierce the corporate veil
between the Individual Debtor and HK USA. Because the Trustee, who
had stepped into the Individual Debtor's shoes in order to bring
property into the bankruptcy estate, sought to pierce the corporate
veil between the Individual Debtor and HK USA, the situation
presented was one of insider veil-piercing.
Moreover, after the Bankruptcy Court held that Appellants were
collaterally estopped from contesting the issue of ownership over
the Lady May, the Trustee discovered HK USA also owned the Lady May
II. A she testified at a contempt hearing, the District Court
recounts, Ms. Guo was apparently unaware that HK USA owned the Lady
May II and she believed that her brother owned the Lady May II,
thus bolstering the conclusion that the Individual Debtor, not Ms.
Guo, exercised dominion and control over HK USA.
In short, HK USA had no identifiable purpose other than to own the
Lady May and the Lady May II, which itself was held for the benefit
of the Individual Debtor and it functioned to improperly shield the
Individual Debtor's debts from his creditors, the District Court
concludes.
Judge Dooley says, "Each factor favors reverse veil piercing so as
to bring these assets into the bankruptcy estate. The Individual
Debtor exercised dominion and control over HK USA; this dominion
and control contributed to shielding the assets of HK USA from the
bankruptcy estate; there are no innocent shareholders of HK USA who
will be adversely impacted by the reverse veil piercing; and the
Individual Debtor's creditors will gain additional protection
through the bankruptcy estate."
The District Court rejects Appellants' argument that a documented
direct relationship between the Individual Debtor and HK USA, such
as that of a wholly owned subsidiary, is necessary to establish
alter ego status or to reverse pierce HK USA's corporate veil.
The District Court concludes there is no genuine issue of material
fact that HK USA is the alter ego of the Individual Debtor and that
reverse veil piercing is appropriate under the circumstances in
this case. In so holding, the Court concludes that the Bankruptcy
Court's order stands independent of the collateral estoppel finding
and that the collateral estoppel finding is not necessary to the
alter ego determination.
The District Court affirms the Bankruptcy Court order granting
summary judgment in favor of the Trustee on his second counterclaim
and should it be determined that the appeal of the decision on the
first counterclaim is not moot, in the alternative, affirms the
Bankruptcy Court order granting summary judgment in favor of the
Trustee on his first counterclaim. The Clerk of the District Court
is directed to enter judgment in favor of Appellee and close the
case.
A copy of the District Court's decision is available at
https://urlcurt.com/u?l=zlInug
About Ho Wan Kwok
Ho Wan Kwok sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Conn. Case No. 22-50073) on Feb. 15, 2022. Judge
Julie A. Manning oversees the case. Dylan Kletter, Esq., is the
Debtor's legal counsel.
Ho Wan Kwok aka Guo Wengui is an exiled Chinese businessman.
According to Reuters, Guo was a former real estate magnate who fled
China for the U.S. in 2014 ahead of corruption charges. Guo filed
for bankruptcy after a New York court ordered him to pay lender
Pacific Alliance Asia Opportunity Fund $254 million stemming from a
contract dispute. PAX had initially loaned two of Guo's companies
$100 million in 2008 for a construction project in Beijing and sued
Guo when he failed to pay off the loan.
An Official Committee of Unsecured Creditors has been appointed in
the case and is represented by Pullman & Comley, LLC.
Luc A. Despins was appointed Chapter 11 Trustee in the case.
HOODSTOCK RANCH: Kicks Off Chapter 11 Bankruptcy Proceeding
-----------------------------------------------------------
Hoodstock Ranch LLC filed Chapter 11 protection in the Eastern
District of Washington. According to court filing, the Debtor
reports $3,092,000 in debt owed to 1 and 49 creditors. The petition
states funds will be available to unsecured creditors.
About Hoodstock Ranch LLC
Hoodstock Ranch LLC is engaged in activities related to real
estate. The Debtor is the owner of the real property located at 267
86th Rd., Troutlake, WA 98620 having a comparable sale value of
$3.2 million.
Hoodstock Ranch LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Wash. Case No. 24-01427) on September
5, 2024. In the petition filed by Mark G. Heron, as sole governor,
the Debtor reports total assets of $3,248,000 and total liabilities
of $3,092,000.
The Honorable Bankruptcy Judge Whitman L. Holt handles the case.
The Debtor is represented by:
Patrick D. McBurney, Esq.
PATRICK D. MCBURNEY - ATTORNEY AT LAW
6855 W. Clearwater Ave., Suite A103
Kennewick, WA 99336
Tel: (509) 374-8996
Fax: (509) 374-1296
Email: pdmcburney@gmail.com
HOSPITALITY AT YORK: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Hospitality at York, LLC
d/b/a Holiday Inn Express, York, PA 17402
18 Cinema Drive
York, PA 17402
Business Description: The Debtor is the owner of real property
located at 18 Cinema Drive, York, PA 17402
valued at $7 million.
Chapter 11 Petition Date: September 20, 2024
Court: United States Bankruptcy Court
Middle District of Pennsylvania
Case No.: 24-02372
Judge: Hon. Henry W Van Eck
Debtor's Counsel: Ellen M. McDowell, Esq.
MCDOWELL LAW, PC
46 West Main St.
Maple Shade, NJ 08052
Tel: 856-482-5544
Fax: 856-482-5511
Email: emcdowell@mcdowelllegal.com
Total Assets: $7,079,170
Total Liabilities: $7,110,419
The petition was signed by Parag Parikh 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/3YPBOBQ/Hospitality_at_York_LLC_dba_Holiday__pambke-24-02372__0001.0.pdf?mcid=tGE4TAMA
HOTEL AT SOUTHPORT: Case Summary & Three Unsecured Creditors
------------------------------------------------------------
Debtor: Hotel at Southport LLC
Renton, WA 98056
Business Description: The Debtor owns real estate and improvements
located at 1053 Lk Washington Blvd N,
Renton, WA 98056 operating as a Hyatt
Regency hotel valued at $95.65 million.
Chapter 11 Petition Date: September 20, 2024
Court: United States Bankruptcy Court
Eastern District of Washington
Case No.: 24-01520
Debtor's Counsel: James L. Day, Esq.
BUSH KORNFELD LLP
601 Union St., Suite 5000
Seattle, WA 98101-2373
Tel: (206) 292-2110
Fax: (206) 292-2104
Email: jday@bskd.com
Total Assets: $164,893,752
Total Liabilities: $92,441,140
The petition was signed by Michael Christ as member and CEO.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/MPLZXJA/Hotel_at_Southport_LLC__waebke-24-01520__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Three Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Cai et al v Christ et Lawsuit $0
al Plaintiffs
c/o Reid & Wise LLC
One Penn Plaza,
Suite 2015
New York, NY 10119
2. Hyatt Corporation Reimbursement $0
71 South Wacker Drive Claim
12th Floor
Chicago, IL 60606
3. Stoel Rives Legal Services $19,089
600 University St.
Ste. 3600
Seattle, WA 98101
IMPERATIVE WORLDWIDE: Moody's Affirms 'B3' CFR, Outlook Stable
--------------------------------------------------------------
Moody's Ratings affirmed Imperative Worldwide, LLC's ratings,
including its B3 corporate family rating, B3-PD probability of
default rating and the B2 rating on its senior secured first lien
term loan. Moody's also assigned a B2 rating to Imperative's $50
million non-fungible incremental senior secured first lien term
loan. The outlook is stable.
Proceeds from the $50 million incremental term loan and a
significant equity contribution will fund Imperative's largest
acquisition to date. The pursuit of a large acquisition and the
financing decision to fund the transaction with equity are
governance factors that were considered in Moody's rating action.
The rating affirmation and stable outlook reflect that the sizeable
equity portion of the funding of the transaction will reduce
Imperative's financial leverage. Moody's estimate that pro forma
debt/LTM EBITDA to be around 6.7x at June 30, 2024. This is about a
one-turn reduction in leverage prior to the announcement of the
transaction. Despite this improvement, Imperative's debt/EBITDA
will remain high over the next twelve months as earnings growth
remains pressured by challenging freight market conditions.
Moody's expect that Imperative will maintain its competitive
position as a specialized, third-party logistics provider and
increase its shipment volumes over the next twelve months. In
addition, Moody's expect Imperative's liquidity will remain
adequate with ample cash and full availability under its
asset-based lending facility (ABL).
RATINGS RATIONALE
Imperative's B3 CFR reflects the company's moderate scale, exposure
to volatile and competitive freight market conditions, high
financial leverage and modest interest coverage. Imperative's
operating performance has experienced sizeable swings as the
company benefited greatly from supply chain constraints during the
height of the pandemic and experienced significant freight rate and
volume declines in 2023 and into 2024 as supply chains normalized.
As a result, Imperative's credit metrics have weakened considerably
with little cushion for further deterioration. Moody's expect
Imperative's operating performance to remain stable through the end
of 2024 before gradually improving over the course of 2025.
The rating is supported by Imperative's niche focus on providing
customized logistics solutions to a diverse group of customers and
end markets. The company's higher value service offerings typically
yield a higher margin than more commoditized freight forwarders.
The acquired business in this transaction is expected to complement
Imperative's margin and provide additional cross-border services to
offer to its existing customers.
Moody's expect Imperative to maintain adequate liquidity into 2025
supported by an ample cash position and full availability on its
asset-based lending facility (ABL). Moody's expect the company to
maintain excess cash above its operational needs, which will help
offset negative free cash flow in 2024 before cash flow turns
modestly positive in 2025. In connection with the acquisition,
Imperative is expected to upsize its ABL to $60 million from $50
million and extend the maturity to 2027. Moody's expect the
company's borrowing base will support full availability and for the
facility to remain unused over the next twelve months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Imperative demonstrates
conservative financial policies while sustaining debt/EBITDA below
5.5x and maintaining a good operating margin. Maintaining
consistently positive free cash flow and achieving greater scale
through organic growth could also result in an upgrade.
The ratings could be downgraded if Imperative's operating
performance weakens or the company's liquidity erodes with
persistently negative free cash flow. Debt/EBITDA expected to be
sustained over 7x or EBITDA less capex to interest remains below 1x
could also result in a downgrade.
The principal methodology used in these ratings was Surface
Transportation and Logistics published in December 2021.
Imperative Worldwide, LLC (fka Magnate Worldwide) is an asset-light
3PL provider that delivers specialized transportation solutions
with a focus on customized, service-focused, premium solutions
(time-critical, high value) not addressed by lower priced commodity
service providers. The company offers domestic and international
freight services and services diverse end-markets such as medical
devices & equipment, manufacturing, diagnostics, industrials,
medical supplies, and electronics. The company is owned by private
equity firm Littlejohn & Company.
IRON SPRINGS: Unsecureds Will Get 100% of Claims in Plan
--------------------------------------------------------
Iron Springs Development, LLC, filed with the U.S. Bankruptcy Court
for the Northern District of California a Combined Plan of
Reorganization and Disclosure Statement dated August 19, 2024.
In 2015, Debtor was created for the purpose of purchasing,
improving, and selling Iron Springs as a single family residence.
Debtor's owners (members) are Ali Abiani, Cung Ta, Phu Vuong, and
Uno Group Capital Holdings, LLC. Saul Flores is Debtor's manager
and chief executive officer.
Saul is also the developer of Iron Springs, and the CEO of MFA
Construction ("MFA"), the general contractor in charge of the
project ("Project"). Iron Springs was purchased in October 2015 for
$547,000, and financed by Robert Shafer, the seller, carrying back
a note and senior deed of trust. The note matured after 5 years,
and after extensions expired, went into default. A notice of
trustee's sale was published, and this Chapter 11 stayed the
foreclosure. Shafer is owed $360,042.
The Debtor owns a 100% fee interest in Iron Springs. The Property
consists of approximately 5.4 acres of hillside land, surrounded by
forest, off Highway 17, in Los Gatos, California. The Property is
ready for site approval. If proper funding can be located, then
construction of a single family residence would take about six to
eight months.
If proper funding cannot be located, then Debtor would seek funding
sufficient to pay off Shafer. In any event, at the very least,
Debtor would sell Iron Springs as an undeveloped, entitled,
Property on or before March 2025.
Class 2(a) consists of General Unsecured Claims. Creditors will
receive a pro-rata share, likely to result in a 100.00% recovery of
allowed claims, of a fund created by the Sale Proceeds. Pro-rata
means the entire amount of the fund divided by the entire amount
owed to creditors with allowed claims in this class. A lump sum
distribution will be made on or before March 31, 2024. The allowed
unsecured claims total $400. This class is impaired and is entitled
to vote on confirmation of the Plan.
Funding to complete the Project will be provided by investors that
EHL will hopefully locate. If funding occurs, then MFA will resume
work on the Project. If funding for the Project does not
materialize, then Eagle Home Loans("EHL") will seek funding to pay
off Shafer. At that point, Debtor will market the Property for
sale. Given its unique character, the marketing could take several
months.
An appraisal performed in August 2018, valued the Property at
$1,800,000. Saul believes that the "as is" value of the Property is
about $1,600,000. If sold as a completed home, then Debtor expects
to sell Iron Springs at or near its projected fair market value of
at least $3 million, and pay all claims in full.
The Debtor shall retain its current ownership interests, and Saul
Flores, Debtor's manager, shall retain his position without
compensation.
A full-text copy of the Combined Plan and Disclosure Statement
dated August 19, 2024 is available at
https://urlcurt.com/u?l=9ykBOx from PacerMonitor.com at no charge.
Attorney for the Debtor:
Stanley A. Zlotoff, Esq.
Stanley A. Zlotoff, a Professional Corporation
300 S. First St. Suite 215
San Jose, CA 95113
Tel: (408) 287-5087
Fax: (408) 287-7645
Email: zlotofflaw@gmail.com
About Iron Springs Development
Iron Springs Development, LLC in Los Gatos, CA, filed its voluntary
petition for Chapter 11 protection (Bankr. N.D. Cal. Case No.
24-50504) on April 9, 2024, listing $1 million to $10 million in
assets and $500,000 to $1 million in liabilities. Saul Flores as
managing member, signed the petition.
Judge M. Elaine Hammond oversees the case.
STANLEY Z. ZLOTOFF serves as the Debtor's legal counsel.
IRWIN NATURALS: Taps BG Law LLP as Substitute Bankruptcy Counsel
----------------------------------------------------------------
Irwin Naturals Inc. seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire BG Law LLP as its
substitute bankruptcy counsel.
The firm's services include:
a. advising the Debtors with regard to the requirements of the
Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the Office
of the United States Trustee as they pertain to the Debtors;
b. advising the Debtors with regard to certain rights and
remedies of their respective bankruptcy estates, including with
regard to certain current and potential litigation, and the rights,
claims and interests of creditors and equity holders;
c. representing the Debtors in any proceeding or hearing in
the Bankruptcy Court involving the Debtors and/or their estates
unless the Debtors and/or the estates are represented in such
proceeding or hearing by other special counsel;
d. conducting examinations of witnesses, claimants or adverse
parties and representing the Debtors in any adversary proceeding
except to the extent that any such adversary proceeding is in an
area outside of BG's expertise or which is beyond BG's staffing
capabilities or where the Debtors have employed special litigation
counsel for such matter;
e. preparing and assisting the Debtors in the preparation of
reports, applications, pleadings and orders including but not
limited to applications to employ professionals, monthly operating
reports, initial filing requirements, schedules and statement of
financial affairs, lease pleadings, financing pleadings, cash
collateral pleadings and pleadings with respect to the Debtors'
use, sale or lease of property outside of the ordinary course of
business;
f. representing the Debtors with regard to obtaining use of
cash collateral and/or debtor in possession financing including,
but not limited to, negotiating and seeking Bankruptcy Court
approval of any cash collateral and/or debtor in possession
financing pleading or stipulation and preparing any pleadings
related to obtaining use of cash collateral and/or debtor in
possession financing;
g. assisting the Debtors in the negotiation, formulation,
preparation and obtaining Court approval of a disclosure statement
and plan of reorganization; and
h. performing any other services which may be appropriate in
BG's representation of the Debtors during their bankruptcy cases.
BG requested and the Debtors agreed to a $250,000 post-petition
retainer to be paid as follows: (a) $100,000 upon the entry of the
order approving this Application; (b) $75,000 by the end of
September 2024; and (c) $75,000 by the end of Oct 2024.
The firm will be paid at these rates:
Partners $626 to $995 per hour
Of Counsel $625 to $725 per hour
Senior Associate $645 per hour
Associate $525 per hour
Paralegal $325 to $395 per hour
Clerk $250 to $300 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Susan K. Seflin, Esq., a partner at BG Law LLP, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Susan K. Seflin, Esq.
BG Law LLP
21650 Oxnard Street, Suite 500,
Woodland Hills, CA 91367
Tel: (818) 827-9000
Fax: (818) 827-9099
About Irwin Naturals Inc.
Irwin Naturals Inc. is a provider of business support services.
Irwin Naturals Inc. sought relief under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11324) on Aug. 9,
2024. In the petition filed by Klee Irwin, as chief executive
officer, the Debtor reports estimated assets and liabilities
between $10 million and $50 million each.
The Honorable Bankruptcy Judge Victoria S. Kaufman oversees the
case.
The Debtor is represented by Joseph Axelrod, Esq.
JACKSON GARDENS: Seeks Bankruptcy Protection in Texas
-----------------------------------------------------
Jackson Gardens LLC filed Chapter 11 protection in the Southern
District of Texas, 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
October 3, 2024 at, US Trustee Houston Teleconference.
About Jackson Gardens LLC
Jackson Gardens LLC is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
Jackson Gardens LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-34106) on September
3, 2024. In the petition filed by Mitchell Steiman, as manager, the
Debtor reports estimated assets between $100,000 and $500,000 and
estimated liabilities between $1 million and $10 million.
Honorable Bankruptcy Judge Eduardo V. Rodriguez handles the case.
The Debtor is represented by:
Reese Baker, Esq.
BAKER & ASSOCIATES
950 Echo Ln Ste 300
Houston TX 77024-2824
Email: courtdocs@bakerassociates.net
JAMES R. SMITH: Seeks to Hire Orville & McDonald Law as Counsel
---------------------------------------------------------------
James R. Smith 52, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of New York to employ Orville &
McDonald Law, P.C. as its bankruptcy counsel.
The firm will provide these services:
(a) give advice regarding the powers and duties of the Debtor
in the continued operation of its business and in the management of
its property;
(b) take necessary action to avoid liens against the Debtor's
property, remove restraints against its property and such other
actions to remove any encumbrances or liens which are avoidable;
(c) take necessary action to enjoin and stay until final
decree herein any attempts by secured creditors to enforce liens
upon the Debtor's property;
(d) represent the Debtor in any proceedings which may be
instituted in this court by creditors or other parties during this
proceeding;
(e) prepare legal papers; and
(f) perform all other legal services for the Debtor.
The firm will be paid at these rates:
Peter Orville $350 per hour
Zachary D. McDonald $250 per hour
Non-lawyer Staffs $125 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm also requires a retainer in the amount of $7,000.
Peter Orville, Esq., an attorney at Orville & McDonald Law,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Peter Orville, Esq.
Orville & McDonald Law, P.C.
30 Riverside Dr.
Binghamton, NY 13905
Tel: (607) 770-1007
About James R. Smith 52, Inc.
James R. Smith 52, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D.N.Y. Case No.
24-30776) on September 6, 2024, with $100,001 to $500,000 in both
assets and liabilities.
Judge Wendy A. Kinsella oversees the case.
Peter Alan Orville, Esq., at Orville & Mcdonald Law, PC represents
the Debtor as bankruptcy counsel.
JGA DEVELOPMENT: Seeks to Sell Montclair Property for $759,000
--------------------------------------------------------------
JGA Development, LLC will ask the U.S. Bankruptcy Court for the
District of New Jersey at a hearing on Sept. 24 to approve the sale
of its real property.
The company is selling the property to Michael Ajayi, a resident of
Montclair, N.J.
Mr. Ajayi offered $759,000 for the property located at 82 Cooper
Avenue, in Montclair.
The proposed sale is "free and clear" of liens, with liens to
attach to the proceeds, according to court filings.
JGA will use the proceeds from the sale to pay liens against the
property.
About JGA Development
JGA Development, LLC, a real estate investment and development
company in Vineland, N.J., filed Chapter 11 petition (Bankr. D.N.J.
Case No. 24-16864) on July 9, 2024. At the time of the filing, the
Debtor disclosed $10 million to $50 million in both assets and
liabilities.
Judge Andrew B. Altenburg, Jr. oversees the case.
The Debtor tapped the Law Offices of Daniel Reinganum as bankruptcy
counsel and Michele Zelina, Esq., as special counsel.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtor's Chapter
11 case.
JONES COMMODITIES: Lender Agrees to Cash Collateral Access
----------------------------------------------------------
Jones Commodities, LLC, asks the U.S. Bankruptcy Court for the
District of Idaho to approve a stipulation with its lender and the
Subchapter V Trustee that allows it to use cash collateral to
ensure liquidity for ongoing operations and negotiate a feasible
repayment strategy.
On April 17, 2023, Jones Commodities executed a Secured Promissory
Note in favor of Agricultural Products Extension LLC -- Apex -- for
$1,500,000. The loan was intended for the purchase of assets from
Anderson Trucking LLC and related business activities.
Under the Note, the Debtor agreed to pay a non-default interest
rate of 5% per annum, with quarterly payments based on 100% of net
profits starting July 31, 2023. The initial payment due on July 31,
2023, was $237,188.46, but the Debtor defaulted by making only
partial payments of $50,000 each on August 11 and October 13, 2023.
Upon default, a higher interest rate of 12% applies to any
outstanding balance.
The Debtor granted Apex a comprehensive security interest in all of
its assets through a Pledge and Security Agreement. This includes
not just physical assets but also proceeds, accounts receivable,
and other forms of collateral, ensuring Apex's claim is
well-secured.
The Debtor entered into a Revenue Share Agreement, agreeing to pay
Apex 100% of net profits until the loan is satisfied. Once the loan
is fully paid, the Debtor will pay 50% of net profits. This
arrangement was meant to provide Apex with a steady return based on
the Debtor's financial performance.
Due to the defaults, on June 12, 2024, Apex filed a Verified
Complaint for Breach of Contract, Claim and Delivery, and
Deficiency Judgment against the Debtor in the District Court of the
Fifth Judicial District of the State of Idaho, In and for the
County of Cassia, Case No. CV 16-24-005570. The Debtor filed for
Chapter 11, Subchapter V, Bankruptcy, staying the Litigation.
The Debtor acknowledges that the proceeds from the collateral
constitute cash collateral necessary for its operations. Under the
Stipulation, the Debtor is permitted to use this cash collateral
until November 30, 2024, to cover ordinary business expenses,
subject to strict accounting and reporting requirements to Apex.
Several default conditions could terminate the Debtor's right to
use cash collateral, including failure to comply with the
stipulation terms or budget requirements. If an event of default
occurs, Apex retains all rights and liens on the collateral,
including those related to any post-petition financing.
The Debtor also agree to allow the equipment identified Apex to be
parked on its location 271 W Highway 30. Burley, ID 83318 pending
future action by Apex to liquidate them. The Debtor will continue
to insure the Equipment until liquidated.
Under the Stipulation, the Parties also agree to Plan Treatment
concerning Apex's claim. Apex has filed an Amended Proof of Claim
(Claim No. 2) in the amount of $1,453,000.91, plus accruing
interest from August 5, 2024, and attorney fees and costs. Apex
will proceed to liquidate the Equipment as timely as reasonably
prudent. The net amount obtained from the Liquidation will be
applied against Apex's Claim when the net proceeds are received by
Apex, and the Claim will be amended accordingly to reflect the
accruing interest, fees, and costs, reduced by the Liquidation
proceeds. Apex will provide to the Debtor's counsel and the Trustee
a Notice of Sale and provide reasonably requested information as to
the purchaser(s) and accounting of net proceeds.
According to the records of Apex, Apex owed the Debtor $379,766.67
as of September 11, 2024, for services performed and more future
work may be requested by Apex and billed by the Debtor. Of that
amount, $238,682.07 was generated pre-petition and Apex shows that
$141,084.60 has been generated postpetition. Apex will pay the
Debtor half of the amount accrued post-petition ($70,542.30),
within 5 business days that this Stipulation is signed
and filed with the Court.
Upon approval of the Stipulation, Apex will set off the
pre-petition amount of $238,682.07 and the $70,542.30 postpetition
amount and file an amended proof of claim that accounts for that
setoff. If there are other Post-Petition invoices that are valid,
due and owing as of September 11, 2024, that are not included in
the $141,084.60 that is identified in the records of Apex, then
upon demonstration of such valid invoices, Apex shall pay the
Debtor 50% of the invoice(s) and set off 50% of the amount of the
invoice(s) against its Claim.
Apex will commence making timely payments for all valid invoices
issued to Apex after September 11, 2024. The remainder of Apex's
claim will be paid the earlier of November 30, 2024, from the sale
or liquidation of any of Debtor's remaining assets. In the event
that Apex's Claim is paid in full, then 50% of any funds that
remain after the Debtor's non-insider creditors are paid, shall be
paid to the Estate to be distributed under the terms of the Plan,
and 50% shall be paid to Apex, pursuant to the terms of the Revenue
Share Agreement and related documents signed by the Parties.
About Jones Commodities, LLC
Jones Commodities, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Idaho Case No. 24-40345) on June
21, 2024, with up to $50,000 in assets and up to $10 million in
liabilities. Cameron Smith, manager, signed the petition.
Steve Taggart, Esq., at Olsen Taggart, PLLC represents the Debtor
as legal counsel.
Sheila R. Schwager, Esq., at Hawley Troxell Ennis & Hawley LLP,
represents Agricultural Products Extension LLC.
Gary L. Rainsdon is the Subchapter V Trustee.
KENDON INDUSTRIES: Sec. 341(a) Meeting of Creditors on Oct. 10
--------------------------------------------------------------
Kendon Industries LLC filed Chapter 11 protection in the District
of Delaware. According to court filing, the Debtor reports
$3,817,530 in debt as of July 31, 2024,
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
October 10, 2024, at 3:00 PM at J. Caleb Boggs Federal Building,
844 King St., Room 3209, Wilmington, Delaware.
About Kendon Industries LLC
Kendon Industries LLC is the originator of a full line of Stand-Up
Motorcycle Trailers, Utility Trailers and Motorcycle Lifts. Since
that first motorcycle trailer, Kendon has expanded its product
line to include a full range of trailers and lifts for the
powersports market. Kendon motorcycle trailers and lifts are
stocked nationwide in multiple Powersports dealerships as well as
distributed internationally in Canada, Mexico, Europe, China and
Australia.
Kendon Industries LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-11923) on September 4,
2024. In the petition filed by Randy Cecola, as director, the
Debtor reports total assets as of July 31, 2024 amounting to
$3,100,789 and total liabilities as of July 31, 2024 of
$3,817,530.
The Honorable Bankruptcy Judge Laurie Selber Silverstein oversees
the case.
The Debtor is represented by:
Kevin S. Mann, Esq.
CROSS & SIMON, LLC
1105 N. Market Street, Suite 901
Wilmington, DE 19801
Tel: 302-777-4200
E-mail: kmann@crosslaw.com
KERWIN STEPHENS: Tiburon's Breach of Fiduciary Duty Claim Nixed
-----------------------------------------------------------------
In the adversary proceeding captioned as TIBURON LAND AND CATTLE,
LP and TREK RESOURCES, INC., Plaintiffs, v. KERWIN BURL STEPHENS,
THUNDERBIRD OIL & GAS, LLC, and THUNDERBIRD RESOURCES, LLC,
Defendants, Adversary No. 21-04040 (Bankr. N.D. Tex.), Judge Edward
L. Morris of the United States Bankruptcy Court for the Northern
District of Texas will deny the Plaintiffs' Post-Remand Motion for
Entry of Judgment, and grant in part, and deny in part, the
Defendants' Motion for Judgment Non Obstante Veredicto. The Court
will also enter judgment that Plaintiffs take nothing from the
Defendants in this action.
Pending before the Bankruptcy Court in this adversary proceeding
are post-appellate motions originally filed by the parties in Cause
No. DC-2013-00016 in the 32nd Judicial District Court of Fisher
County, Texas.
The post-appellate motions relate to an August 2015 jury verdict
reached in the State Court Action at the conclusion of a three-week
trial. Following the Plaintiffs' election to obtain judgment solely
on the claims and causes of action pursued in the name of Three
Finger Black Shale Group -- an alleged co-plaintiff partnership in
which the Plaintiffs claimed to be partners and on whose behalf
they purported to act -- the State Court entered a Final Judgment
in favor of Three Finger. The Defendants (and others) then
appealed.
In June 2019, the Eleventh Court of Appeals at Eastland, Texas,
issued its ruling, reversing the Final Judgment and rendering
judgment that Three Finger take nothing based upon the court's
determination that the Plaintiffs had failed to present legally
sufficient evidence to support the jury's determination that Three
Finger existed as a validly established partnership. Because the
jury had also made findings in relation to the Plaintiffs'
individual claims and causes of action and the Plaintiffs reserved
the right to seek judgment on such claims and causes of action in
the event of a reversal, the Texas Appellate Court ordered the case
to be remanded to the State Court to give the Plaintiffs an
opportunity to request judgment on their claims and causes of
action.
Prior to remand, further review was sought from the Texas Supreme
Court. On August 28, 2020, the Texas Supreme Court denied the
petitions for review and on March 5, 2021, denied the parties'
motions for rehearing. Thus, on March 10, 2021, the Texas Appellate
Court issued its mandate, remanding the case back to the State
Court for further proceedings. Thereafter, the parties filed the
Post-Appellate Motions.
On April 7, 2021, prior to the State Court's determination of the
Post-Appellate Motions, Stephens filed a voluntary petition for
relief under chapter 11 (subchapter V) of the Bankruptcy Code with
this Court, thereby initiating Case No. 21-40817. Thereafter, on
April 28, 2021, each of Thunderbird Oil and Thunderbird Resources
also filed a voluntary petition for relief under chapter 11
(subchapter V) of the Bankruptcy Code, thereby initiating Case Nos.
21-41010 and 21-41011, respectively. The Bankruptcy Court then
ordered all three bankruptcy cases to be jointly administered under
Case No. 21-40817. The bankruptcy filings had the effect of staying
all further state court proceedings.
On July 6, 2021, the Defendants jointly filed a Notice of Removal
pursuant to 28 U.S.C. Sec. 14527 to remove all claims and causes of
action asserted by the Plaintiffs against the Defendants in the
State Court Action to the Bankruptcy Court. The removal initiated
this adversary proceeding and had the effect of removing the
Post-Appellate Motions to this Court as well. Following certain
preliminary hearings in the adversary proceeding, the parties filed
their respective supplemental briefs, appendices, and other
documents in relation to the Post-Appellate Motions, and on July
21, 2022, the Bankruptcy Court conducted a hearing on the motions.
The jury made three different sets of individualized damages
determinations in favor of Tiburon and Trek within the Jury
Verdict. Two of them relate to the breach of fiduciary duty cause
of action asserted by the Plaintiffs within the Final Petition.
Relying upon those determinations and the jury's associated
conspiracy and concert of action findings in certain circumstances,
the Plaintiffs, on remand, request the entry of a judgment against
the Defendants that awards the Plaintiffs the individualized
damages determined by the jury in their favor, plus additional
exemplary damages found by the jury to be awardable against
Stephens.
The Defendants oppose the motion, asserting that a new judgment
cannot be fashioned in favor of the Plaintiffs by simply relying
upon the existence of individualized damages determinations. Among
other things, based upon the reasons for reversal of the Final
Judgment, as articulated by the Texas Appellate Court, the
Defendants assert that the Plaintiffs have failed in certain
circumstances, as a matter of law, to establish their breach of
fiduciary duty claims against certain of the targeted State Court
defendants, including the Defendants. In relation to the
Plaintiffs' conspiracy and concert of action claims, the Defendants
assert that without the establishment of predicate liability and
recoverable damages, the Defendants cannot independently be held
liable for the damages determinations made by the jury.
Additionally, with respect to any damages that the Court may find
to be awardable to the Plaintiffs, the Defendants assert that they
are entitled to a settlement credit on account of the Taylor Party
Settlement.
Separately, pursuant to the Defendants' JNOV Motion, the Defendants
argue that certain of the jury's determinations must be
disregarded, either for either lack of relevance to the particular
claim at issue or for lack of legally sufficient evidence to
support them. Unsurprisingly, the Plaintiffs oppose the Defendants'
motion, arguing that all of the findings are relevant and are
supported by legally sufficient evidence.
Judge Morris says, "Because the jury's findings fail to lay a
sufficient factual predicate for the determination that a
sub-agency relationship existed between Thunderbird Land and the
Plaintiffs, and because no other predicate question with respect to
the existence of a fiduciary duty owed by Thunderbird Land to the
Plaintiffs was presented to the jury, the Plaintiffs have failed to
satisfy the first element of their breach of fiduciary duty claim
against Thunderbird Land -- the existence of a fiduciary duty owed
to the Plaintiffs."
A copy of the Court's decision is available at
https://urlcurt.com/u?l=n0sLis
Kerwin Burl Stephens sought Chapter 11 protection (Bankr. N.D. Tex.
Case No. 21-40817) on April 7, 2021. The Debtor tapped J. Forshey,
Esq., as counsel.
KOGV LLC: Seeks to Hire Narissa A. Joseph as Bankruptcy Counsel
---------------------------------------------------------------
KOGV LLC, doing business as Avena Ristorante, seeks approval from
the U.S. Bankruptcy Court for the Southern District of New York to
employ the Law Office of Narissa A. Joseph as counsel.
The firm will render these services:
(a) consult with the Debtor concerning the administration of
the Chapter 11 case;
(b) investigate the Debtor's past transactions, commence
actions with respect to its avoiding powers under the Bankruptcy
Code; and advise with respect to transactions entered into during
the pendency of its case;
(c) assist the Debtor in the formation of a Chapter 11 plan;
and
(d) perform any and all such other legal services as may be
required by the Debtor in the interest of the estate.
The hourly rates of the firm's counsel and staff are as follows:
Partners $350 - $400
Associates $275 - $300
Clerks and Paraprofessionals $75 - $100
Ms. Joseph disclosed in a court filing that she is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Narissa A. Joseph, Esq.
Law Office of Narissa A. Joseph
305 Broadway Suite 1001
New York, NY 10007
Telephone: (212) 233-3060
Facsimile: (646) 607-3335
Email: njosephlaw@aol.com
About KOGV LLC
KOGV LLC, doing business as Avena Ristornate, filed a petition
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr.
S.D.N.Y. Case No. 24-10574) on April 3, 2024, with up to $50,000 in
assets and up to $500,000 in liabilities.
Judge John P. Mastando III oversees the case.
Karamvir Dahiya, Esq., at Dahiya Law Offices, LLC represents the
Debtor as bankruptcy counsel.
LIFEBACK LAW: Amends Plan to Include Welsey Scott Insider Claims
----------------------------------------------------------------
LifeBack Law Firm, P.A., submitted a Second Modified Plan of
Reorganization under Subchapter V dated August 16, 2024.
This 2nd Modified chapter 11 plan of reorganization proposes to pay
creditors of the Debtor with all of the projected disposable income
of the Debtor for a 36-month period, or sooner, once all allowed
claims are paid in full.
The Debtor's projections generate sufficient cash flow to fund the
payments due under the Plan and provide payments to unsecured
creditors in the minimum amount of $30,000 per month, or the actual
profit of the Debtor in the prior month, whichever is higher
(hereafter "Monthly Payment").
Additionally, allowed unsecured claims will receive a pro-rata
distribution of a Lump Sum Payment as of the Effective Date. Such
Lump Sum Payment will be a minimum of $212,000, or more, depending
on the operating checking account balances as of the Effective
Date. The Debtor will retain a cash reserve of $250,000 (less than
one month of operating expenses), so any amounts over and above
$250,000 on the Effective Date will be paid first to Class 2
allowed claims, with any excess funds to Class 3 allowed claims.
The Debtor will pay allowed claims the ERC Payment within 7
business days upon receipt.
The Debtor will pay classes in the following order: Class 2 allowed
claims until paid in full; then, Class 3 allowed claims until paid
in full; then, Class 4 allowed claims until paid in full.
Class 2 consists of Allowed General Unsecured Claims. As of the
date hereof, the Debtor estimates the total pool of allowed general
unsecured claims to be approximately $322,104.68 based on the filed
claims as of the date of this Plan (but excluding the filed claim
of Wesley Scott, which is classified in Class 4). Class 2 also
includes a compromised claim of William Kain, Margaret Henehan, and
Kain + Henehan in the amount of $280,000.00. Therefore, the total
owing in Class 2 is $622,104.68.
In full satisfaction of such unsecured claims, each Holder of a
Class 2 claim shall receive its pro rata share of the Lump Sum
Payment, ERC Payment, plus the Monthly Payment 30 days after the
Effective Date, for a term of 36 months or less, until all allowed
Class 2 unsecured claims are paid in full. The percentage payment
to each Class 2 creditor will be 100% of such creditor's allowed
unsecured claims. Class 2 is impaired.
Class 4 consists of Insider Claims. Insider Claims are those claims
held by Welsey Scott. On the Debtor's schedules, a secured claim
for Mr. Scott was listed in the amount of $293,375.15 and an
unsecured claim was scheduled in the amount of $278,696.17, for a
total claim of $572,071.32. However, Mr. Scott agrees to have an
unsecured claim, and waives any arguments as to a secured claim, in
the compromised amount of $393,000. Any balance of his claim is
subject to discharge. Class 4 payments will only being once Classes
2 and 3 allowed claims are paid in full. Class 4 is impaired but
not entitled to vote to accept or reject the Plan due to the
insider status.
On the Effective Date, all of the Debtor's respective rights,
title, and interest in and to all assets shall vest in the
reorganized Debtor, and in accordance with section 1141 of the
Bankruptcy Code.
The Debtor will continue to be managed by Wesley Scott. Mr. Scott
will draw a salary of $150,000 per year.
A full-text copy of the Second Modified Plan dated August 16, 2024
is available at https://urlcurt.com/u?l=oJyld7 from
PacerMonitor.com at no charge.
The Debtor's Counsel:
John D. Lamey III, Esq.
LAMEY LAW FIRM, P.A.
980 Inwood Ave N
Oakdale, MN 55128-7094
Tel: 651-209-3550
E-mail: jlamey@lameylaw.com
About LifeBack Law Firm, P.A.
LifeBack Law Firm, P.A., practices within Minnesota providing legal
counsel for Chapter 7 & 13 bankruptcy.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Minn. Case No. 24-60191) on April 28,
2024.
In the petition signed by Wesley W. Scott, president, the Debtor
disclosed $1,181,944 in assets and $1,789,537 in liabilities.
Judge Michael E. Ridgway oversees the case.
John D. Lamey III, Esq., at LAMEY LAW FIRM, P.A., is the Debtor's
legal counsel.
LL FLOORING: Dodges Liquidation Bankruptcy Sale Approval
--------------------------------------------------------
Maria Chutchian of Bloomberg Law reports that LL Flooring Holdings
Inc. won court approval of a sale to private equity firm F9
Investments, staving off what appeared to be a likely liquidation
of the flooring retailer.
According to Bloomberg Law, the company, formerly known as Lumber
Liquidators, will receive cash of up to $43 million in exchange for
the assets tied to 219 stores as part of the sale, according to
court papers. Judge Brendan L. Shannon of the US Bankruptcy Court
for the District of Delaware signed off on the deal during a
hearing Monday, September 16, 2024.
About LL Flooring Holdings
LL Flooring Holdings, Inc. is a specialty retailer of flooring. The
company carries a wide range of hard-surface floors and carpets in
a range of styles and designs, and primarily sells to consumers or
flooring-focused professionals.
LL Flooring and four of its affiliates sought relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11680)
on August 11, 2024. In the petitions signed by Holly Etlin as chief
restructuring officer, LL Flooring disclosed total assets of
$501,117,025 and total debt of $416,298,035 as of July 31, 2024.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as
counsel. Houlihan Lokey Capital Inc. serves as the Debtors'
investment banker, AlixPartners LLP acts as the Debtors' financial
advisor, and Stretto, Inc., acts as the Debtors' claims and
noticing agent.
LLT MANAGEMENT: J&J Applauds $260M Talc Verdict Overturn
--------------------------------------------------------
Law360 reports that an Oregon state judge rejected a jury's $260
million verdict for a woman who blamed Johnson & Johnson's talcum
powder for her cancer diagnosis, a company spokesperson said
Monday, September 16, 2024.
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 dame
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) has 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 and is 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.
Lawyers at Jones Day serve as counsel to LLT in the 2024
prepackaged bankruptcy. Lawyers at White & Case LLP and Barnes &
Thornburg LLP advise Johnson & Johnson.
The Members of the Talc Trust Advisory Committee are Andrews &
Thornton; Pulaski Kherkher, PLLC; Watts Law Firm LLP; Onderlaw,
LLC; and Nachawati Law Group.
LOVE PROPERTIES: Unsecureds to Get Nothing in Sale Plan
-------------------------------------------------------
Love Properties, LLC, filed with the U.S. Bankruptcy Court for the
Western District of Louisiana a Combined Plan and Disclosure
Statement dated August 19, 2024.
The Debtor is a real estate company. Its primary assets are a
vacant nine-unit apartment building, an old gas station and a
vacant lot, located in Opelousas, Louisiana.
Midwest Properties 2, LLC has a mortgage against the apartment
building and has a judicial mortgage against the remaining
properties. A sheriff's sale for the apartment building was set for
February 21, 2024. This Chapter 11 case was filed on February 19,
2024, in order to stay the sheriff's sale and attempt to reorganize
the Debtor.
The Debtor will sell all of its Real Estate, free and clear of all
liens and interests of co-owners. The Debtor has received an offer
for all of the Debtor's Real Estate in the amount of $180,000 from
John Bellard who is the brother of James Bellard and the uncle of
Tanisha Bellard Wiltz.
These sales will be approved by the Court by a separate motion,
which will allow for bids greater than the offered amounts.
The Debtor's funds from this sale will be paid first to the secured
claim of Midwest, second to administrative claims, third to
priority claims, and fourth to Class 2 unsecured claims. Any funds
remaining after all claims are paid in full will be returned to the
Debtor. It is anticipated that the funds will not be sufficient to
satisfy the secured claim of Midwest.
In addition, the Debtor will attempt to collect its accounts
receivable. Any funds collected will be used first to satisfy any
administrative claims and second to pay Class 2 unsecured claims.
Class 2 consists of Unsecured Claims. All allowed unsecured claims
will be paid a pro-rata portion of the Debtor's cash after the Real
Estate is sold and after the allowed claim of Midwest is paid in
full and after the administrative claims are paid. It is expected
that there will be no funds available to pay unsecured creditors.
Class 2 is impaired and is entitled to vote on the plan.
The Debtor shall manage all of its affairs, post confirmation. All
assets not sold shall revest in the Debtor.
A full-text copy of the Combined Plan and Disclosure Statement
dated August 19, 2024 is available at
https://urlcurt.com/u?l=csBUL1 from PacerMonitor.com at no charge.
Counsel to the Debtor:
Tom St. Germain, Esq.
Weinstein & St. Germain, LLC
1103 W. University Ave
Lafayette, LA 70506
Telephone: (337) 235-4001
About Love Properties
Love Properties, LLC is a real estate company.
The Debtor filed Chapter 11 petition (Bankr. W.D. La. Case No.
24-50100) on Feb. 19, 2024, with up to $500,000 in both assets and
liabilities. Tanisha Wiltz, member, signed the petition.
Judge John W. Kolwe oversees the case.
Tom St. Germain, Esq., at Weinstein & St. Germain, LLC, is the
Debtor's legal counsel.
MALLINCKRODT PLC: Defendants in Trust Suit Win Summary Judgment
---------------------------------------------------------------
In the adversary proceeding captioned as OPIOID MASTER DISBURSEMENT
TRUST II, Plaintiff, v. ARGOS CAPITAL APPRECIATION MASTER FUND LP,
et al., Defendants, Adv. Proc. No. 22-50435 (JTD) (Bankr. D. Del.),
Judge John T. Dorsey of the United States Bankruptcy Court for the
District of Delaware granted the motions for summary judgment filed
by certain defendants with respect to pre-petition transfers made
by Mallinckrodt plc.
The Trust commenced this action seeking to avoid more than $1
billion in allegedly fraudulent pre-petition transfers made by
debtor.
The Trust alleges that between 2015 and 2018, Mallinckrodt
implemented a program to repurchase its own shares on the open
market in an attempt to artificially inflate its stock price during
a period of decline in Mallinckrodt's value due to its opioid
business. Altogether, Mallinckrodt repurchased approximately 36
million shares, for close to $1.6 billion.
To effectuate the Share Repurchase Transfers, Mallinckrodt entered
into a series of contracts with two brokers: Goldman Sachs & Co.
and Morgan Stanley. Under the Purchase Agreements, Mallinckrodt
authorized the Brokers to repurchase shares in the open market or
through privately negotiated transactions in accordance with
certain price, quantity, and timing terms set forth in the Purchase
Agreements.
At the first hearing in this case, in December 2022, counsel for
the Trust stated that the Trust was working to identify the proper
shareholder defendants and, to that end, had issued more than 350
subpoenas. The Trust sought, and was granted, multiple extensions
of the deadline to serve its complaint to allow for this
investigation.
Due to the ever-growing number of defendants in this case, many of
whom stated that they intended to assert affirmative defenses that
would, if successful, require their dismissal, the Court entered an
order outlining a process for the streamlining of early motions on
these issues on May 15, 2023.
Before the Court now are four motions for summary judgment, filed
by (1) Citadel Securities LLC and Susquehanna Securities, LLC; (2)
Rock Creek MB, LLC, GF Trading LLC, RIEF Trading LLC, and RIEF RMP
LLC; (3) T. Rowe Price Associates, Inc. and the T. Rowe Price
funds; and (4) Tower Research Capital LLC, Spire X Trading LLC, and
LaTour Trading LLC.
Two of the Movants, TRP and Tower, argue that the claims against
them must be dismissed because they are not "transferees," as
required by Section 550 of the Bankruptcy Code. Both TRP and Tower
contend that as investment managers, they never received the
proceeds from the Share Repurchase Transfers, which went instead to
the funds that TRP and Tower oversee (the TRP Funds and Spire X,
respectively). The Trust, in response, does not dispute that TRP
and Tower never received the proceeds but argues that they are
nonetheless transferees because they possessed the ability to
control the proceeds by virtue of their positions as investment
managers of the funds.
Judge Dorsey disagrees, saying, "While the Amended Complaint
alleges that transfers were made to TRP and Tower, both defendants
submitted evidence in support of their motions that demonstrate
that they never received any proceeds. The Trust has not cited to
any case in which a defendant was held to be an initial transferee
on the basis of the dominion and control test where the transfer in
question was never in its possession. The documents relied on by
the Trust fail to connect the allegedly broad powers of authority
possessed by TRP and Tower to the proceeds of the Transfers at
issue in this case, the Court finds. Because the Trust has not
presented any evidence that raises a genuine issue of material fact
regarding TRP or Tower's status as a transferee, summary judgment
in favor of TRP and Tower is granted."
Defendant Spire X argues that it qualifies as a financial
participant on two independent grounds. Specifically, Spire X
contends that as of the relevant dates, it had: (1) a credit
extension to support daily trading activities in the amount of $308
million; and (2) repurchase agreements with mark-to-market
positions of over $302 million. The Court concludes the evidence
submitted by Spire X is sufficient to establish that it had, as of
the relevant date, an extension of credit for the clearance or
settlement of securities transactions with a mark-to-market
position of in excess of $100 million, and therefore qualifies as a
financial participant. As both the "qualifying transaction" and
"qualifying participant" prongs of Section 546(e) are satisfied,
summary judgment is granted in favor of Spire X.
Citadel argues that it qualifies as a financial participant on two
independent grounds: (1) it has outstanding repurchase and reverse
repurchase agreements in gross notional amounts of $10.4 billion
and $4.4 billion, respectively; and (2) it has outstanding option
positions with a notional amount of over $65 billion. Each of
these, Citadel argues, far exceeds the $1 billion notional or
actual principal amount outstanding threshold required by the
statute.
The Court finds Citadel met its initial burden of producing
evidence that establishes that it is a financial participant by
producing its financial statements along with sworn declarations of
its officers. Citadel has established that it meets the
requirements set forth in Section 101(22A) and therefore qualifies
as a financial participant. As both the "qualifying transaction"
and "qualifying participant" prongs of Section 546(e) are
satisfied, summary judgment is granted in favor of Citadel.
Susquehanna argues that it is a financial participant because it
has outstanding mark-to-market options contract positions in excess
of $100 million. In support of its position, Susquehanna submitted
its 2019 Audited Financial Statement, along with the declaration of
its Treasurer, Robert Sack, which it contends demonstrates that as
of the relevant date it had outstanding options and options on
futures with an aggregate mark-to-market value of over $38.5
billion.
The Court finds Susquehanna has established that it meets the
requirements set forth in Section 101(22A) and qualifies as a
financial participant. As both the "qualifying transaction" and
"qualifying participant" prongs of Section 546(e) are satisfied,
summary judgment is granted in favor of Susquehanna.
Renaissance Defendants consist of several individual funds -- Rock
Creek, RIEF Trading, and GF Trading -- which are all managed by
Renaissance Technologies LLC, a non-party to this proceeding. The
Renaissance Defendants argue that they qualify as financial
participants on the following bases: (1) Rock Creek had outstanding
equity and equity index swap agreements with an aggregate gross
notional value of approximately $1.2 billion; (2) RIEF Trading had
outstanding equity swap agreements with an aggregate gross notional
value of approximately $2.54 billion; and (3) GF Trading had
outstanding equity swap agreements with an aggregate gross notional
value of approximately $26 billion. In support of this position,
the Renaissance Defendants point to their audited financial
statements, along with declarations from Renaissance's Chief
Financial Officer, Brian Felczak. But again, as with the Trust's
opposition to the previous motions, the Trust's opposition in this
case falls short of meeting its burden, the Court concludes. The
summary judgment in favor of the Renaissance Defendants is also
granted.
A copy of the Court's decision dated September 5, 2024, is
available at https://urlcurt.com/u?l=VWc2wW
About Mallinckrodt plc
Mallinckrodt (OTCMKTS: MNKTQ) -- http://www.mallinckrodt.com/-- is
a global business consisting of multiple wholly-owned subsidiaries
that develop, manufacture, market and distribute specialty
pharmaceutical products and therapies. The Company's Specialty
Brands reportable segment's areas of focus include autoimmune and
rare diseases in specialty areas like neurology, rheumatology,
nephrology, pulmonology and ophthalmology; immunotherapy and
neonatal respiratory critical care therapies; analgesics; and
gastrointestinal products. Its Specialty Generics reportable
segment includes specialty generic drugs and active pharmaceutical
ingredients.
On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates
sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case
No. 20-12522) to seek approval of a restructuring that would reduce
total debt by $1.3 billion and resolve opioid-related claims
against them. Mallinckrodt in mid-June 2022 successfully completed
its reorganization process, emerged from Chapter 11 and completed
the Irish Examinership proceedings.
Mallinckrodt Plc said in a regulatory filing in early June 2023
that it was considering a second bankruptcy filing and other
options after its lenders raised concerns over an upcoming $200
million payment related to opioid-related litigation.
Mallinckrodt plc and certain of its affiliates again sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 23-11258) on Aug. 28,
2023. Mallinckrodt disclosed $5,106,900,000 in assets and
$3,512,000,000 in liabilities as of June 30, 2023.
Judge John T. Dorsey oversees the new cases.
In the 2020 Chapter 11 cases, the Debtors tapped Latham & Watkins,
LLP and Richards, Layton & Finger, P.A. as their bankruptcy
counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate
and finance counsel; Ropes & Gray, LLP as litigation counsel;
Torys, LLP as CCAA counsel; Guggenheim Securities, LLC as
investment banker; and AlixPartners, LLP, as restructuring
advisor.
In the 2023 Chapter 11 cases, the Debtors tapped Latham & Watkins,
LLP and Richards, Layton & Finger, P.A., as their bankruptcy
counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate
and finance counsel; Guggenheim Securities, LLC as investment
banker; and AlixPartners, LLP, as restructuring advisor. Kroll is
the claims agent.
MEGHAN INC: Commences Subchapter V Bankruptcy Process
-----------------------------------------------------
Meghan Inc. filed Chapter 11 protection in the Central District of
California. According to court documents, the Debtor reports
$2,970,726 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 8:30 a.m. at UST-LA2, TELEPHONIC MEETING.
CONFERENCE LINE:1-866-816-0394, PARTICIPANT CODE:5282999.
About Meghan Inc.
Meghan Inc., doing business as Meghan Fabulous, is a seller of
women's clothing, accessories and jewelry.
Meghan Inc. sought relief under Subchapter V of Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-17161) on Sept. 3,
2024. In the petition filed by Steven J. Dunlap, Jr., as chief
executive officer, the Debtor reports total assets of $360,355 and
total liabilities of $2,970,726.
The Honorable Bankruptcy Judge Sandra R. Klein oversees the case.
The Debtor is represented by:
Michael Jay Berger, Esq.
LAW OFFICES OF MICHAEL JAY BERGER
9454 Wilshire Boulevard, 6th Floor
Beverly Hills, CA 90212
Tel: (310) 271-6223
Fax: (310) 271-9805
E-mail: michael.berger@bankruptcypower.com
MILWAUKEE INSTRUMENTS: Plan Exclusivity Period Extended to Dec. 31
------------------------------------------------------------------
Judge David M. Warren of the U.S. Bankruptcy Court for the Eastern
District of North Carolina extended Milwaukee Instruments, Inc.'s
exclusive periods to file a plan of reorganization and disclosure
statement and obtain confirmation of the plan to Dec. 31, 2024 and
February 28, 2025, respectively.
As shared by Troubled Company Reporter, commencement of this
Chapter 11 Case was precipitated by the Tort Litigations, including
the entry of a non-final judgment in favor of a subset of the Tort
Plaintiffs (the "Gallagher Judgment") awarding damages against the
Real Water Defendants (actual and punitive), and against Hanna
Instruments and Milwaukee Instruments for actual compensatory (not
punitive) damages on the basis of strict liability.
Further, the Tort Plaintiffs were listed in the Debtor's schedules
as holding disputed and (except for the Tort Plaintiffs whose
claims were liquidated in the Gallagher Judgment) unliquidated
claims. Each of the Tort Plaintiffs were served with the Notice To
Creditors Regarding Disputed, Contingent, or Unliquidated Claims,
advising Tort Plaintiffs of the need to file a proof of claim in
order to participate in voting and distributions in this case. The
deadline to file a proof of claim is September 30, 2024.
Once a sale is confirmed by the Court and the deadline for
creditors to file proof of claim has passed, the Debtor will be
able to provide relevant financial information to creditors with
greater certainty as to the known assets and potential claims,
eliminating financial variables which may otherwise require
extensive (and likely unnecessary) discussion of alternative
scenarios, and assist the Debtor (and its creditors) in evaluating
the possible range of outcomes which necessarily need to be
presented in the disclosure statement.
Milwaukee Instruments Inc. is represented by:
John A. Northen, Esq.
NORTHEN BLUE, L.L.P.
P.O. Box 2208
Chapel Hill, NC 27514-2208
Tel: (919) 968-4441
E-mail: jan@nbfirm.com
About Milwaukee Instruments
Milwaukee Instruments Inc. -- https://milwaukeeinstruments.com/ --
is a manufacturer of electrochemical instrumentation for water
analysis. The company helps hydroponics and greenhouse growers,
winemakers, brewers, pool service technicians, educators and
others. Its instruments are manufactured in Europe.
Milwaukee Instruments filed a Chapter 11 petition (Bankr. E.D.N.C.
Case No. 24-01757) on May 27, 2024, with total assets of $990,527
and total liabilities of $38,511,176. Carl Silvaggio, president,
signed the petition.
Judge David M. Warren oversees the case.
The Debtor tapped John A. Northen, Esq., at Northen Blue, LLP as
bankruptcy counsel; PKF Clear Thinking, LLC, as financial advisor;
and Williams Overman Pierce, LLP, as accountant.
MKS REAL ESTATE: Unsecureds Will Get 100% over 48 Months
--------------------------------------------------------
MKS Real Estate, LLC, submitted a Fourth Amended Disclosure
Statement regarding Fourth Amended Plan of Reorganization dated
August 19, 2024.
The formulation of a plan of reorganization is the principal
purpose of a chapter 11 case. The plan sets forth the means for
satisfying the claims against and interests in the debtor.
Class III consists of General Unsecured Claims. The Class III
Allowed General Unsecured Claims are impaired. The Holders of
Allowed General Unsecured Claims are entitled to vote on the Plan.
The Allowed General Unsecured Claims are alleged to be $681,902.87
or less. The Holders of Allowed General Unsecured Claims will be
paid a distribution of $280,000.00 of their Allowed Claims in Cash
on or before the Effective Date. Such Holders will thereafter
receive monthly distributions from the Reorganized Debtor of
$11,805.89 per month over 48 months commencing approximately one
month after the Effective Date until all Allowed General Unsecured
Claims are paid in full.
All such Allowed General Unsecured Claims shall receive the default
rate of interest under any applicable contract from the Effective
Date until all such claims are paid in full. Specifically, each
claim of PNC Bank, N.A., successor to PNC Equipment Finance, LLC,
shall receive default interest at a rate of 18.00% per annum
accruing and commencing on the Effective Date as set forth in the
amortization chart attached to the Plan. Debtor believes the
treatment described will be sufficient to pay the Holders of
Allowed General Unsecured Claims in full. This Class will receive a
distribution of 100% of their allowed claims.
The Holder of Class IV Allowed Interests in Debtor is unimpaired
and shall retain his equity interest. The Holders of Allowed
Interests in Debtor are not entitled to vote on the Plan.
On the Effective Date, the interests in the Debtor will be retained
by its interest holder, Luis Leal. It is estimated that there will
be at least $1.1 million dollars available for distribution to all
Holders of Claims in Class III, which is sufficient to pay all
claims in full on the Effective Date. The Debtor will make an
initial payout of $280,000.00 to all Holders of Class III Claims on
or before the Effective Date. Holders of Allowed Class III Claims
will then receive a monthly payout pro rata of $11,805.89 per month
up to 48 months until paid in full. The monthly payment includes
interest at the rate of 18.00% per annum.
The Debtor will utilize a portion of the remaining funds to develop
raw land in a joint venture with Icon Truck Services, LLC ("Icon"
and collectively, with Debtor, the "Joint Venture"), which is owned
by Insider, Jose Leal. Mr. Leal is the brother of Luis Leal, the
sole member of the Debtor. Icon owns 2.1 acres of raw land in
Haltom City, Texas free of liens and encumbrances and has an
estimated value of $1.2 million. The subject property is located at
4201 Glenview in Haltom City, Texas (the "JV Property"). Icon will
provide the JV Property to the Joint Venture and the Debtor will
provide investment funds to the Joint Venture to develop the JV
Property. Icon and the Debtor will own 50% of the interest in the
Joint Venture. After the JV Property is developed, the Debtor will
collect rent on any commercial leases entered into by the Joint
Venture.
The Debtor intends to collect approximately $16,000.00 per month in
rent from Marquis. The Debtor will use the rent, in part, to
continue to fund the Plan. Until the JV Property is fully developed
by the Joint Venture, the Debtor will make monthly payouts to the
Class III creditors as proposed under the Plan. Based on the
foregoing reasons, the Debtor submits that the Plan is feasible.
A full-text copy of the Fourth Amended Disclosure Statement dated
August 19, 2024 is available at https://urlcurt.com/u?l=sUZDId from
PacerMonitor.com at no charge.
Bankruptcy Counsel to the Debtor:
M. Jermaine Watson, Esq.
CANTEY HANGER LLP
600 West 6th Street, Suite 300
Fort Worth, TX 76102
Tel: (817) 877-2800
Fax: (817) 333-2961
E-mail: jwatson@canteyhanger.com
About MKS Real Estate
MKS Real Estate, LLC owns and operates an office building valued at
$14.4 million. It is based in Fort Worth, Texas.
MKS Real Estate filed a Chapter 11 petition (Bankr. N.D. Tex. Case
No. 21-40424) on March 1, 2021. On Oct. 28, 2021, the court
entered an agreed order dismissing the bankruptcy case for one year
or until such time that the claim was paid in full, or the property
is foreclosed, whichever was later. In consideration for the
Debtor being given one year to sell the real property, the court
ordered "that [Cadence (formerly known as BancorpSouth)] will have
the right to post the real property for non-judicial foreclosure
and proceed with the foreclosure on Nov. 1, 2022 in the event the
claim is not paid in full on or before Oct. 31, 2022."
MKS Real Estate again filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 22-42618) on Oct. 31, 2022. In the petition filed by
Olufemi Ashadele as owner, the Debtor reported assets between $10
million and $50 million and liabilities between $1 million and $10
million.
Judge Edward L. Morris oversees the 2022 case.
The Debtor is represented by M. Jermaine Watson, Esq., at Cantey
Hanger, LLP.
MMA LAW: Lender Declares Default Following Franchise Tax Payment
----------------------------------------------------------------
MMA Law Firm, PLLC, asks the U.S. Bankruptcy Court for the Southern
District of Texas in Houston to approve the payment of $9,665.95 in
outstanding franchise taxes necessary to reinstate its corporate
status in Texas.
On September 16, 2024, the Debtor received notification from
counsel for Equal Access Justice Fund, LP and EAJF ESQ Fund, LP,
the Litigation Funders, that the Texas Secretary of State had
suspended the Debtor's authority to conduct business due to unpaid
franchise taxes and a lack of a registered agent. The Debtor
immediately began addressing these issues to restore its corporate
status.
The Debtor determined that it needed to pay all outstanding
franchise taxes for 2023, amounting to $9,665.95, in order to
appoint a new registered agent and reinstate its corporate
privileges. Following communication with the Secretary of State,
the Debtor made the necessary payment on September 17, 2024.
The Debtor seeks approval for this payment under sections 363 and
105 of the Bankruptcy Code, asserting that franchise taxes are
priority claims as defined in section 507(a)(8). The Debtor argues
that the payment is essential to avoid penalties and restore its
ability to operate, benefiting all creditors.
The Litigation Funders have raised objections related to the
Debtor's corporate status and alleged defaults. EAJF notes the
payment was made by the Debtor "unilaterally to satisfy what may be
a pre-petition priority tax debt without first seeking Court
approval, and such payment was out of the ordinary course of
business and occurred outside the repayment scheme authorized by
the Bankruptcy Code." EAJF further notes the payment occurred via
the use of EAJF's cash collateral, without first seeking or
obtaining EAJF's or the Court's approval to pay an unbudgeted,
unapproved, pre-petition debt. EAJF says it did not consent to the
use of its cash collateral for this unapproved purpose. EAJF has
sent a Notice of Default to the Debtor with respect to the
unauthorized use of cash collateral.
Their opposition to the payment of the franchise taxes is viewed by
the Debtor as a tactical maneuver.
The Debtor requests that the Court approve the payment of the
$9,665.95 in franchise taxes and is seeking an expedited hearing
the week of September 23, 2024, to resolve the matter promptly and
ensure the Debtor can continue its operations without further
disruption.
MMA Law Firm PLLC is represented by:
Johnie Patterson, Esq.
WALKER & PATTERSON, P.C.
P.O. Box 61301
Houston, TX 77208-1301
Tel: (713) 956-5577
Fax: (713) 956-5570
Email: jjp@walkerandpatterson.com
Attorneys for Equal Access Justice Fund, LP and EAJF ESQ Fund, LP:
Misty A. Segura, Esq.
David M. Miller, Esq.
SPENCER FANE LLP
3040 Post Oak Blvd., Ste. 1400
Houston, TX 77056
Tel: (713) 212-2643
E-mail: msegura@spencerfane.com
dmiller@spencerfane.com
About MMA Law Firm
MMA Law Firm PLLC is a law firm specializing in insurance claim
management, negotiation, and litigation.
MMA Law Firm PLLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-31596) on April 9,
2024. In the petition signed by Zach Moseley, as managing member,
the Debtor estimated assets between $100 million and $500 million
and estimated liabilities between $10 million and $50 million.
The Honorable Bankruptcy Judge Eduardo V. Rodriguez oversees the
case.
The Debtor is represented as bankruptcy counsel by Johnie
Patterson, Esq., at Walker & Patterson, P.C.
MURPHY OIL: S&P Rates New $600MM Senior Unsecured Notes 'BB+'
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '3'
recovery rating to Houston-based oil and gas exploration and
production company Murphy Oil Corp.'s proposed $600 million senior
unsecured notes due 2032. The '3' recovery rating indicates its
expectation for meaningful (50%-70%; rounded estimate: capped at
65%) recovery of principal to creditors in the event of a payment
default.
S&P said, "We expect the company will use proceeds from this
offering to fund the announced tender offers for up to $600 million
of its 5.875% senior unsecured notes due 2027, 6.375% senior
unsecured notes due 2028, and 7.05% senior unsecured notes due
2029.
"The '3' recovery rating reflects the year-end 2023 PV10 value of
Murphy's proved reserves under our recovery price assumptions, the
potential increase in its unsecured guaranteed debt assuming the
upsizing of its credit facility to $1.2 billion, and the partial
redemptions of its senior unsecured notes due 2027, 2028, and
2029.
"Our 'BB+' issuer credit rating and stable outlook on the company
are unchanged."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's simulated default for Murphy assumes a period of
sustained low commodity prices, which is consistent with the
conditions of past defaults in this sector.
-- S&P bases its valuation of Murphy on an estimated PV-10 value
of its proved reserves as of year-end 2023 using its recovery price
deck assumptions of $50 per barrel for West Texas Intermediate
crude oil and $2.50 per million Btu for Henry Hub natural gas.
-- S&P's recovery analysis incorporates Murphy's likely upsized
and extended $1.2 billion senior unsecured facility due 2029. it
assumes the facility is 85% drawn at the time of its hypothetical
default. Obligations under the revolving credit facility are
guaranteed by substantially all of the company's assets.
-- In S&P's default scenario, it expects the claims on the
unsecured notes to be subordinated to the claims relating to the
unsecured facility.
-- S&P said, "Numerically, our recovery expectations for Murphy's
unsecured debt exceed 70%, though we cap our recovery ratings on
the unsecured debt issued by companies we rate in the 'BB' category
at '3'. The '3' recovery rating indicates our expectation for
meaningful (50%-70%; estimated recovery: 65%) recovery. This
reflects the heightened risk these companies will issue additional
priority or pari passu debt along the path to default."
Simulated default assumptions
-- Simulated year of default: 2029
-- Jurisdiction (Rank A): The company is headquartered in the U.S.
and most of its revenue/assets are located domestically.
-- S&P adjusts its gross enterprise value (EV) to account for
restructuring administrative costs (estimated at about 5% of gross
value).
Simplified waterfall
-- Net EV (after 5% bankruptcy administrative costs): $3.3
billion
-- Senior unsecured guaranteed claims: $1.1 billion
--Recovery expectations: Not applicable
-- Total value available to unsecured claims: $2.2 billion
-- Senior unsecured debt claims: $1.3 billion
--Recovery expectations: 50%-70% (capped at 65%)
Note: All debt amounts include six months of prepetition interest.
MYRA PARK 635: Claims Will be Paid from Property Refinance
----------------------------------------------------------
Myra Park 635, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of Texas a Disclosure Statement describing Plan
of Reorganization dated August 19, 2024.
The Debtor was formed for the sole purpose of the purchase and
development of age 55+ living community single asset. The Debtor is
a classified as a single asset.
The Debtor is a single asset commercial rental real estate
development property and has operated as such prior to and during
the bankruptcy. During the period prior to the date on which the
bankruptcy petition was filed, the Debtor is owned and managed by
Myra Park Investors, LP. After the effective date of the order
confirming the Plan, the ownership shall remain the same.
At the time of the sale of the Property to the Debtor, Prime
included an agreement to repurchase the land if certain time
benchmarks were not met. Unfortunately for all parties, this
property was purchased immediately before the COVID pandemic. None
of the parties involved could have predicted the time delays or
material shortages associated with COVID, but to exacerbate issues,
the original general contractor passed away unexpectedly in the
beginning of construction.
A search for a new qualified contractor followed, but despite all
efforts, it became clear that in order to successfully reorganize
its debts and complete the construction, a Chapter 11 was
necessary. This Chapter 11 followed in advance of any foreclosure
action by any creditors or a repurchase request by Prime to allow
the Debtor to complete a refinance of the financial obligations of
the Debtor and protect and preserve the Property.
Class 4 consists of Allowed General Unsecured Claims. The allowed
unsecured claims total $1,743,509.24. The Debtor is finalizing a
refinance with Westview Capital of $52.65 Million, which will pay
this debt in full at the closing of the loan on or before the
Effective Date of the confirmed Plan, which the Debtor is proposing
to be within 60 days from entry of the confirmation Order. Title is
currently open at Newmark Title company, and final details for the
loan and title policy are nearing their conclusion.
As a condition of payment, each of these creditors hereby agrees to
turnover all warranty documents, inspection reports, and
documentation of all work performed on the Property before the loan
is closed and payment is made.
Insiders will not be paid any pre-petition claims during the term
of the Plan and their claims will be discharged upon confirmation
of the Plan.
Equity interest holders are parties who hold an ownership interest
(i.e., equity interest) in the Debtor. All Equity interest holders
will retain their interest in the Reorganized Debtor.
The Debtor is finalizing a refinance with Westview Capital of
$52.65 Million, which will pay this debt in full at the closing of
the loan on or before the Effective Date of the confirmed Plan,
which the Debtor is proposing to be within 60 days from entry of
the confirmation Order. Title is currently open at Newmark Title
company, and final details for the loan and title policy are
nearing their conclusion.
The payment of debts will be completed in a single payment at the
closing of the new loan on or before the effective date of the
plan.
A full-text copy of the Disclosure Statement dated August 19, 2024
is available at https://urlcurt.com/u?l=IfLJWo from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Robert C. Lane, Esq.
THE LANE LAW FIRM, PLLC
6200 Savoy, Suite 1150
Houston, TX 77036
Telephone: (713) 595-8200
Facsimile: (713) 595-8201
Email: notifications@lanelaw.com
About Myra Park 635, LLC
Myra Park 635 is a real estate development company.
Myra Park 635, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankrutpcy Code (Bankr. S.D. Tex. Case No.
24-30503) on Feb. 5, 2024. The petition was signed by Sohail
Hassan as manager. At the time of filing, the Debtor estimated
$11,000,100 in total assets and $14,143,067 in liabilities.
Judge Eduardo V Rodriguez presides over the case.
Robert C Lane, Esq. at THE LANE LAW FIRM, is the Debtor's counsel.
NATURALSHRIMP INC: Court Appoints Receiver Following Default Claims
-------------------------------------------------------------------
NaturalShrimp, Inc disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that on September 4, 2024,
Streeterville Capital, LLC, a Utah limited liability company and
Bucktown Capital, LLC, a Utah limited liability company filed a
Verified Emergency Motion for Appointment of Receiver under Civil
Case No. 240907138, in the District Court of Salt Lake County,
Utah, against the Company.
The Motion alleges, among other things, that NaturalShrimp has
defaulted under the terms of its loan agreements with
Streeterville. The Motion sought the appointment of a Receiver to
immediately take control of NaturalShrimp's assets to preserve
same.
An Order was entered ex parte by the Court on September 9, 2024
granting the relief requested by Streeterville. The Court duly
appointed Amplio Turnaround and Restructuring, LLC as the Receiver.
The Court's Order further scheduled a hearing on a preliminary
injunction to address issues raised in the Motion. NaturalShrimp
has secured counsel to represent it in the litigation.
About NaturalShrimp
Headquartered in Dallas, Texas, NaturalShrimp, Inc. is an
aquaculture technology company specializing in the production of
aquatic species using proprietary, patented platform technologies.
These technologies enable the cultivation of shrimp in an
ecologically controlled, high-density, low-cost environment within
fully contained and independent production facilities, all without
the use of antibiotics or toxic chemicals. NaturalShrimp currently
operates indoor recirculating Pacific White shrimp production
facilities in Texas and Iowa.
Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's
auditor since 2015, issued a "going concern" qualification in its
report dated July 17, 2024, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
NaturalShrimp reported a net loss of $15.60 million for the year
ended March 31, 2024, compared to a net loss of $15.99 million for
the year ended March 31, 2023. As of June 30, 2024, the Company had
$26.76 million in total assets, $39.71 million in total
liabilities, $1.99 million in series E redeemable convertible
preferred stock, $43.61 million in series F redeemable convertible
preferred stock, $671,000 in series G redeemable convertible
preferred stock, and a total stockholders' deficit of $59.22
million.
NEUROONE MEDICAL: Amends Exec Agreements for Severance Benefits
---------------------------------------------------------------
NeuroOne Medical Technologies Corporation disclosed in a Form 8-K
Report filed with the U.S. Securities and Exchange Commission that
on September 9, 2024, the Company entered into amendments to the
employment agreement and offer letters, as applicable with each of
the following executive officers of the Company:
* David Rosa, Chief Executive Officer
* Ronald McClurg, Chief Financial Officer
* Christopher Volker, Chief Operating Officer
* Steve Mertens, Chief Technology Officer.
Such Amendments solely revise the severance benefits that would be
afforded to such Covered Officers in the event of a change in
control of the Company, subject and pursuant to such Covered
Officer's execution and delivery of a separation and release
agreement in form reasonably satisfactory to the Company. The terms
"change in control", "termination for cause", "termination for good
reason", and "termination date" referred to below are defined in
each Covered Officer's respective employment agreement and offer
letters, as applicable, or Amendment. Under such Amendments, the
severance benefits to be afforded to the Covered Officers are as
follows:
If within 12 months following or three months prior to the
effective date of a change in control of the Company, the Company
terminates Mr. Rosa other than a termination for cause, or Mr. Rosa
effects a termination for good reason, the Company will pay to Mr.
Rosa, in a lump sum in cash within 30 days after the termination
date, an amount equal to the sum of (A) the product of 2.0 times
his base salary as is then in effect as of the termination date and
(B) the product of 2.0 times his target bonus for the year in which
the termination date occurs. Additionally, (i) all of Mr. Rosa's
remaining stock options, restricted stock or other equity awards
that were issued by the Company shall fully vest on the termination
date and become immediately exercisable in accordance with the
terms of the applicable award documents and agreements, and (ii)
Mr. Rosa will be entitled to continued health insurance coverage
for himself and covered dependents for up to 24 months following
the termination date, with 100% of the cost of such insurance
premiums payable by the Company.
If within 12 months following or three months prior to the
effective date of a change in control of the Company, the Company
terminates Messrs. McClurg, Volker or Mertens other than due to a
termination for cause, or the Other Executives effect a termination
for good reason, the Company will pay to each of the Other
Executives, in a lump sum in cash within 30 days after the
termination date, an amount equal to the sum of (A) the product of
1.25 times his base salary as is then in effect as of the
termination date and (B) the product of 1.25 times his target bonus
for the year in which the termination date occurs. Additionally,
(i) all of the Other Executives' remaining stock options,
restricted stock or other equity awards that were issued by the
Company shall fully vest on the termination date and become
immediately exercisable in accordance with the terms of the
applicable award documents and agreements, and (ii) each of the
Other Executives will be entitled to continued health insurance
coverage for himself and covered dependents for up to 15 months
following the termination date, with 100% of the cost of such
insurance premiums payable by the Company.
About NeuroOne
Headquartered in Eden Prairie, Minnesota, NeuroOne Medical
Technologies Corporation is a medical technology company dedicated
to the development and commercialization of thin film electrode
technology. This technology is utilized for continuous
electroencephalogram (cEEG) and stereoelectroencephalography (sEEG)
recording, as well as spinal cord stimulation, brain stimulation,
and ablation solutions for patients with neurological disorders
such as epilepsy, Parkinson's disease, dystonia, essential tremors,
and chronic pain from failed back surgeries. The company is also
exploring potential applications of its technology in conjunction
with artificial intelligence.
Minneapolis, Minn.-based Baker Tilly US, LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated Dec. 15, 2023, citing that the Company had recurring losses
from operations and an accumulated deficit, expects to incur losses
for the foreseeable future, and requires additional working
capital. These raise substantial doubt about the Company's ability
to continue as a going concern.
As of June 30, 2024, NeuroOne had $4,912,597 in total assets,
$1,900,870 in total liabilities, and $3,011,727 in total
stockholders' equity.
NORTH MISSISSIPPI MEDIA: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: North Mississippi Media Group, LLC
479 E. Commerce Street #165
Hernando, MS 38632
Chapter 11 Petition Date: September 20, 2024
Court: United States Bankruptcy Court
Northern District of Mississippi
Case No.: 24-12920
Debtor's Counsel: Craig M. Geno, Esq.
LAW OFFICES OF CRAIG M. GENO, PLLC
587 Highland Colony Parkway
Ridgeland, MS 39157
Tel: 601-427-0048
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Tom Freeman as managing member.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/XMGZT4Q/North_Mississippi_Media_Group__msnbke-24-12920__0001.0.pdf?mcid=tGE4TAMA
NS FOA: Xu Loses Bid to Stay Chapter 11 Proceedings
---------------------------------------------------
Chief Judge Erik P. Kimball of the United States Bankruptcy Court
for the Southern District of Florida denied the motion filed by
Congwei "Allan" Xu to continue a hearing set on Fellsmere Joint
Venture LLC's motion to dismiss the chapter 11 case of NS FOA LLC
or, in the alternative, stay all proceedings pending outcome of his
appeal from two orders entered by the court.
This bankruptcy case has been pending since February 14, 2023, when
the debtor filed with a voluntary petition under subchapter V of
Chapter 11. The debtor is a Florida limited liability company that
operates a shrimp farm on leased property.
The following month, Yanping Ming filed a proof of interest stating
that she is the owner of 50% of the membership interest in the
debtor. More than a year after that, the debtor objected to Ms.
Ming's proof of interest. After a preliminary hearing, the Court
set the debtor's objection to Ms. Ming's proof of interest for
evidentiary hearing on June 27, 2024. Prior to the evidentiary
hearing, Mr. Xu joined in the debtor's objection. At the
evidentiary hearing, the debtor did not participate. Mr. Xu,
through counsel, took the lead in presentation of evidence. Ms.
Ming acted pro se. The parties offered and the Court admitted
documentary evidence. Both Ms. Ming and Mr. Xu testified.
The Court found Ms. Ming's testimony credible in its entirety. The
Court found Mr. Xu lacked credibility on all material issues other
than his admission that he and Ms. Ming never discussed allocation
of ownership in the debtor based on their capital contributions.
Based primarily on testimony of Ms. Ming and Mr. Xu, the Court
overruled the objection to Ms. Ming's proof of interest and allowed
her proof of interest at 50% of the membership interest in the
debtor. In doing so, the Court found that Mr. Xu holds 49% of the
membership interest in the debtor and other parties, not
identified, hold the remaining 1%. After the evidentiary hearing,
the Court entered an order incorporating its oral ruling and adding
additional findings.
Mr. Xu sought reconsideration of the Proof of Interest Order under
Civil Rules 59 and 60, made applicable here by Bankruptcy Rules
9023 and 9024. Mr. Xu asked the Court for a new evidentiary hearing
on the objection to Ms. Ming's proof of interest so he could
present additional documentary evidence. The Court held a hearing
on Mr. Xu's motion for reconsideration on July 30, 2024. The Court
denied Mr. Xu's motion for reconsideration. The Court ruled, among
other things, that the proposed additional documentary evidence
was not "newly discovered evidence" under the well-worn standards
applicable to motions under Civil Rules 59 or 60. The Court
entered an order denying Mr. Xu's motion for
reconsideration incorporating its oral ruling on the record.
On August 13, 2024, Mr. Xu appealed both the Proof of Interest
Order and the Reconsideration Order.
The debtor operates its shrimp farm on a 120-acre agricultural
parcel leased from Fellsmere. The debtor is involved in
substantial litigation with Fellsmere in this bankruptcy case.
Among other pending requests for relief, Fellsmere filed a motion
for relief from stay, seeking authority to move forward with
eviction of the debtor, which the Court set for a two-day
evidentiary hearing in November. Fellsmere argues that the debtor
breached its lease, before and during this bankruptcy case,
including by discharging substantial amounts of saltwater in
violation of Florida and local environmental laws. Fellsmere argues
that the debtor's actions expose Fellsmere to government action by
various state agencies. Fellsmere separately accused the debtor of
spoliation of evidence, providing what it alleges to be
photographic evidence that the debtor caused salt-stained soil to
be removed from areas affected by saltwater release. The spoliation
motion is set for hearing on October 8, 2024.
On August 19, 2024, Fellsmere filed a motion to dismiss this
bankruptcy case arguing that the debtor's original bankruptcy
petition was not validly filed as it was authorized and signed only
by Mr. Xu and Mr. Xu lacked corporate authority under Florida law.
The Court set Fellsmere's motion to dismiss this bankruptcy case
for hearing on September 25, 2024.
The Court points out Mr. Xu has little or no chance of success on
his appeals from the Proof of Interest Order or the Reconsideration
Order. After the evidentiary hearing on June 27, 2024, the Court
made findings of fact and conclusions of law on the record, which
were incorporated into the Proof of Interest Order. Because there
was limited documentary evidence and the Court did not find it
helpful in light of the parties' testimony, the Court's ruling was
based primarily on the testimony of Mr. Xu and Ms. Ming. It is
extremely unusual for an appeals court to overturn a ruling based
primarily on the credibility of witnesses. Having no opportunity to
view the testimony, an appeals court is unlikely to substitute its
judgment for that of the trial judge who viewed the testimony live.
The Court's remaining findings were consistent with the evidence
and the law relied on was unremarkable and was not in dispute.
Likewise, Mr. Xu has no or almost no likelihood of success on the
appeal from the Reconsideration Order, the Court finds. Mr. Xu
misunderstands the "newly discovered evidence" standard under Civil
Rules 59 and 60. The Court's ruling on this issue in the
Reconsideration Order has little chance of being overturned, again
because an appeals court is unlikely to question the Court's
conclusion based on viewing Mr. Xu's testimony in person.
Mr. Xu argues he will suffer irreparable harm if his Motion for
Stay is not granted. He argues that absent his requested relief the
Court "may" grant Fellsmere's motion to dismiss this bankruptcy
case which will "likely be fatal to Debtor's continuing business
operations."
Judge Kimball says, "There are several problems with this
argument." He explains, "First, Mr. Xu assumes that Fellsmere's
motion to dismiss will be granted and also that dismissal of this
bankruptcy case may be fatal to the debtor's business. To be
considered irreparable, the alleged harm must follow with
reasonable certainty from the Court's ruling. But the entry of the
Proof of Interest Order does not necessarily require the Court to
grant Fellsmere's motion to dismiss. Nor is it clear that dismissal
of this bankruptcy case will be the death knell for the debtor.
Second, even if Mr. Xu were correct about the impact of the Court
not granting his requested stay, it is unclear how Mr. Xu
personally is harmed by this result. Mr. Xu presents no evidence on
how the failure to grant his Motion to Stay would impact him as
opposed to the debtor. Finally, there is no reason Mr. Xu cannot
work with Ms. Ming to guide the debtor in this bankruptcy case.
That he has been unwilling or unable to do so for his own reasons
does not support a finding of irreparable harm. Furthermore, there
is no reason that Mr. Xu, individually, cannot oppose the motion to
dismiss. As this Court found in the Proof of Interest Order, Mr. Xu
is an equity interest holder of the debtor and interested party in
the case, and thus has standing to oppose Fellsmere's motion to
dismiss."
A copy of the Court's decision dated September 6, 2024, is
available at https://urlcurt.com/u?l=3XQMJW
About NS FOA
NS FOA LLC owns the largest covered shrimp farm in the United
States, supplying fresh-frozen shrimp year-round. It distributes
products, including fresh-frozen ballyhoo (rigged and unrigged),
bonita strips and more.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-11183) on Feb. 14,
2023, with $1,180,942 in assets and $931,850 in liabilities.
Congwei Xu, managing member, signed the petition.
Judge Mindy A. Mora oversees the case.
The Debtor tapped Aaron A. Wernick, Esq., at Wernick Law, PLLC as
bankruptcy counsel; Shutts & Bowen, LLP as special litigation
counsel; and Helen Yin, CPA as accountant.
NW DEVELOPERS: Case Summary & 13 Unsecured Creditors
----------------------------------------------------
Debtor: NW Developers, LLC
24419 105th Pl. SE
Kent, WA 98030
Business Description: NW Developers is the fee simple owner of
14 properties located in Kent, WA having
a total current value of $2.1 million.
Chapter 11 Petition Date: September 19, 2024
Court: United States Bankruptcy Court
Western District of Washington
Case No.: 24-12355
Debtor's Counsel: Steven Palmer, Esq.
KARR TUTTLE CAMPBELL
701 5th Ave. Suite 3300
Seattle WA 98104
Phone: (206) 224-8012
E-mail: spalmer@karrtuttle.com
Total Assets: $2,100,833
Total Liabilities: $2,965,547
The petition was signed by Manmohan Dhaliwal as member.
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/5GXTK2I/NW_Developers_LLC__wawbke-24-12355__0001.0.pdf?mcid=tGE4TAMA
OLD REDFORD ACADEMY: S&P Affirm 'BB-' LT Rating on Revenue Bonds
----------------------------------------------------------------
S&P Global Ratings revised the outlook to negative from stable and
affirmed its 'BB-' long-term rating on the Michigan Public
Educational Facilities Authority's series 2005A limited obligation
revenue bonds and the Michigan Finance Authority's series 2010A
limited obligation revenue bonds, both issued for Old Redford
Academy (ORA).
"The negative outlook reflects our view that the rating could be
further pressured if the enrollment decline persists, affecting the
school's ability to balance its budget for the near term," said S&P
Global Ratings credit analyst Joyce Jung.
S&P said, "We assessed the enterprise profile as vulnerable,
characterized by weakening enrollment, below-average academic
performance, management turnover, and fluctuating charter terms. We
assessed the financial profile as vulnerable, reflecting weakening
operating performance, sufficient maximum annual debt service
coverage, and ample liquidity. We believe that these combined
credit factors lead to an anchor of 'bb-'.
"We could lower the rating if enrollment loss further pressures the
school's finances, impairing management's ability to operate the
school over the long term. Additionally, we could lower the rating
if there is a heightened risk of charter revocation.
"We could revise the outlook back to stable if ORA's enrollment at
least stabilizes and management develops a plan to right-size its
budget to achieve and maintain structural balance."
The series 2005A and 2010A bonds, which totaled $21.5 million as of
fiscal 2023, are the school's only long-term debt.
PARK 151 CS: Rental Income to Fund Plan Payments
------------------------------------------------
Park 151 CS, LLC, filed with the U.S. Bankruptcy Court for the
Eastern District of Oklahoma a Disclosure Statement describing
Chapter 11 Plan dated August 19, 2024.
The Debtor is a limited liability company organized with the Office
of the Secretary of State of Oklahoma on April 4, 2019; and remains
in good standing with the Secretary of State.
Park 151 purchased undeveloped teal estate at 151st Street and
Elwood Avenue in Glenpool, Oklahoma. The property has been
developed into 2 commercial office buildings. Each building
consists of nine 1,500 square foot office spaces totaling 13,500
square feet each. Both buildings are 100% occupied with monthly
rental income of $24,926.00.
Park 151 is owned by Timothy J. Remy (50% membership interest) and
Timothy L. Remy (50% membership interest). Timothy J. Remy is the
managing member of Park 151. Timothy J. Remy is the son of Timothy
L. Remy.
Two tenants were behind on their rent payments to Park 151 and by
the time these tenants cured their arrearages. Park 151 was not
able to make its mortgage payment to Tinker Federal Credit Union
("TFCU"). Unfortunately, a forbearance agreement or other
arrangements with TFCU could not be achieved. TFCU filed a
foreclosure petition and Park 151 feared a sheriff's sale of the
property pledged as collateral to TFCU would negate the equity in
the property.
Class 5 consists of General Unsecured Claims. On the Petition Date,
Park 151 believed it did not have any general unsecured creditors.
However, after a "stand-up" record tide search in preparation of
die Plan and Disclosure Statement, and confirmed by the U.S. Small
Business Administration's ("SBA") Proof of Claim, Claim No. 2,
filed on July 2, 2024, Park 151 has determined the claim of the SBA
in the amount of $27, 031.82 is unsecured.
As the sole Allowed General Unsecured Claims, the SBA shall be paid
a monthly distribution of $189.94 with interest at the rate of
3.25% per annum Park 151's payments to the SBA shall begin on
January 15, 2025 each month thereafter for 60 months with a balloon
payment of all outstanding principal and interest due on the 60th
payment.
Class 8 Membership Interests. The membership Interests of Timothy
L. Remy (50%) and Timothy J. Remy (50%) m Park 151 shall remain
with each Person.
The source of payments under the Plan will be funded by the day to
day operations of Park 151's collection of rents from its
commercial buildings.
Park 151 as a Reorganized Debtor shall continue to exist after the
Effective Date in accordance with the laws of the State of Oklahoma
and pursuant to its Certificate of Organization and Operating
Agreement.
A full-text copy of the Disclosure Statement dated August 19, 2024
is available at https://urlcurt.com/u?l=Fhia84 from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
ScottP. Kirdey, Esq.
RIGGS, ABNEY, NEAL, TURPEN, ORBISON & LEWIS
502 West 6th Street
Tulsa, OK 74119-1019
Tel: (918) 587-3161
Fax: (918) 587-9708
E-mail: skirtley@riggsabney.com
About Park 151 CS
Park 151 CS, LLC, a company in Glenpool, Okla., filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Okla. Case No. 24-80403) on May 21, 2024, listing $6,000,007
in assets and $5,315,082 in liabilities. The petition was signed by
Timothy J. Remy as managing member.
Judge Paul R Thomas presides over the case.
Scott P. Kirtley, Esq., at Riggs, Abney, Neal, Turpen, Orbison &
Lewis represents the Debtor as counsel.
PHCV4 HOMES: Hits Chapter 11 Bankruptcy Protection
--------------------------------------------------
PHCV4 Homes LLC filed Chapter 11 protection in the Northern
District of Alabama. According to court filings, the Debtor
reports between $10 million and $50 million in debt owed to 1 and
49 creditors. The petition states funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
October 17, 2024 at 11:00 a.m. at Creditor Meeting Room Birmingham.
About PHCV4 Homes LLC
PHCV4 Homes LLC is part of the residential building construction
industry.
PHCV4 Homes LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-02751) on September
10, 2024. In the petition filed by Misty M. Glass, as manager, the
Debtor reports estimated assets and liabilities between $10 million
and $50 million each.
The Honorable Bankruptcy Judge Tamara O. Mitchell handles the
case.
The Debtor is represented by:
Frederick M. Garfield, Esq.
SPAIN & GILLON, LLC
505 North 20th Street
Suite 1200 The Financial Center
Birmingham, AL 35203
Tel: (205) 328-4100
Fax: (205) 324-8866
E-mail: fgarfield@spain-gillon.com
PHEONIX ENTERPRISES: Kicks Off Chapter 11 Bankruptcy Process
------------------------------------------------------------
Pheonix Enterprises Inc. filed Chapter 11 protection in the Middle
District of Florida. According to court documents, the Debtor
reports $1,561,783 in debt owed to 1 and 49 creditors. The
petition states funds will be available to unsecured creditors.
About Pheonix Enterprises Inc.
Pheonix Enterprises Inc., doing business as Flirt Aesthetics,
specializes in painless laser hair removal, body contouring with
EmSculpt NEO, weight loss solutions, microblading, skin care,
hydrafacials & hydrabody treatments, keravive scalp & hair
treatments, brow laminations, lash lifts, and waxing.
Pheonix Enterprises Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-05249) on September
4, 2024. In the petition filed by Terri Campagna, as president, the
Debtor reports total assets of $13,378 and total liabilities of
$1,561,783.
The Honorable Bankruptcy Judge Roberta A. Colton oversees the
case.
The Debtor is represented by:
Samantha L Dammer, Esq.
BLEAKLEY BAVOL DENMAN & GRACE
15316 N. Florida Avenue
Tampa, FL 33613
Tel: (813) 221-3759
Email: sdammer@bbdglaw.com
PRAIRIE KNOLLS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Prairie Knolls MHP, LLC
401 E. Las Olas Blvd., Suite 130-161
Fort Lauderdale, FL 33301
Chapter 11 Petition Date: September 20, 2024
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 24-19716
Judge: Hon. Scott M Grossman
Debtor's Counsel: Bradley S. Shraiberg, Esq.
SHRAIBERG PAGE PA
2385 NW Executive Center Dr., Suite 300
Boca Raton, FL 33431
Tel: 561 443 0800
E-mail: bss@slp.law
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Neil Carmichael Bender, II as manager.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/4FNIJDA/Prairie_Knolls_MHP_LLC__flsbke-24-19716__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. 21st Communities, Inc. Unknown
Attn: Manager, Officer, Agent
P.O. Box 220
Knoxville, TN
37901-0220
2. 21st Mortgage Corporation Unknown
Attn: Ann Wilkins
620 Market Street,
Suite 100
Knoxville, TN 37902
3. Alan Thompson Unknown
Thompson, Price,
Scott & Company, PA
1001 Winstead Dr
Suite 255
Cary, NC 27513
4. Austin Shapiro Unknown
31550 Northwestern Hwy,
Suite 220
Farmington, MI 48334
5. Blake Y. Boyette Unknown
Buckmiller, Boyette
& Frost, PLLC
4700 Six Forks Rd
Suite 150
Raleigh, NC
27609-5288
6. Brendan A. Potts Unknown
2400 Catalina Lane
Springfield, IL
62702-1105
7. Brittany Court MHP, LLC Unknown
Attn: Manager, Officer, Agent
1030 North Grand Ave West
East Building
Springfield, IL
62702-4040
8. Brown Investment Unknown
Properties, Inc.
PO Box 930
Greensboro, NC 27402
9. Buckmiller, Boyette Unknown
& Frost, PLLC
4700 Six Forks Road
Suite 150
Raleigh, NC
27609-5288
10. Cape Fear MHC, LLC Unknown
Attn: Manager, Officer, Agent
401 East 11th St
Lumberton, NC
28358-4807
11. Cedarbrook Estates MHP. LLC Unknown
Attn: Manager, Officer, Agent
1030 North Grand
Ave West
East Building
Springfield, IL
62702-4040
12. CHC TN, LLC Unknown
Attn: Manager, Officer, Agent
3340 Lake View Dr
Knoxville, TN
37919-6667
13. City of Lumberton Unknown
Attn: Manager, Officer, Agent
500 North Cedar St
Lumberton, NC
28358-5545
14. Clayton Homes - Tru Unknown
White Pine
Attn: Manager, Officer, Agent
2215 Walnut St
White Pine, TN
37890-3709
15. Littleton Storm & $1,400
Timber Services, Inc.
1615 Sugar Hollow Road
Jacksonville, IL 62650
16. M&T Realty Capital Unknown
Corporation
Attn: Wendy LeBlanc, VP
One Light Street,
12th Floor
Baltimore, MD 21201
17. Morgan County Treasurer Taxes $83,975
300 West State Street
Jacksonville, IL
62650
18. Municipal Utilities Water and Sewer $97
200 W Douglas
Jacksonville, IL
62650
19. Northpoint Commercial Finance Unknown
- TOC
PO Box 731751
Dallas, TX
75373-1751
20. Rick Ray and Sons Plumbing $2,135
1514 W Jefferson St
Springfield, IL 62707
PROJECT EVEREST: Fitch Hikes LongTerm IDR to 'B+', Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has upgraded the Long-Term Issuer Default Ratings
(IDRs) of Project Everest Ultimate Parent, LLC and its wholly-owned
subsidiary, Conga Corporation (collectively, Conga) to 'B+' from
'B'. Fitch has also upgraded Congas' first lien secured term loan
and secured revolver one notch to 'BB'/'RR2' from 'BB-'/'RR2'. The
Rating Outlook is Stable.
Fitch expects Conga's Fitch-adjusted EBITDA leverage to sustain
below 5.5x, which is below Fitch's previously stated positive
sensitivity threshold. Fitch projects that cash flow growth will be
driven by EBITDA growth due to continuing revenue growth and
implementation of operational optimization. Additionally, Fitch
expects CFO less capex to debt to be over 7% by FY26 due to reduced
operating expenses as a percentage of revenues.
Conga's rating is supported by recurring revenue with high
retention and strong cash generative qualities. As a private equity
owned entity, financial leverage is likely to remain elevated as
shareholders prioritize ROE optimization rather than debt
reduction.
Key Rating Drivers
Improving Leverage Profile: Conga's Fitch-adjusted leverage was
4.8x at the end of FY24 (fiscal year ends Jan. 31), which was an
improvement from 6.6x at the end of FY23. In FY24, Fitch's adjusted
EBITDA benefited from one-time items that accounted for nearly 21%
of adjusted EBITDA, reducing the quality of Conga's adjusted
EBITDA, although Fitch expects that these one-time items will not
be recurring. One-time items include costs related to R&D platform
development costs, consulting work related to this, and legal fees
tied to legacy litigation matters.
Fitch expects Fitch-defined leverage at the end of FY25 to be
approximately 4.5x and forecasts EBITDA margins of approximately
25%, driven by Conga's cost-saving initiatives. These include
current and future measures aimed at improving financial
performance and operational efficiency. Despite further
deleveraging capacity projected beyond 2025, supported by the
company's FCF generation, Fitch expects limited deleveraging as
Conga's private equity ownership would likely prioritize ROE
maximization over debt prepayment.
Ongoing Migration to New Platform: In 2023, Conga launched the
Conga Revenue Lifecycle Cloud (RLC), a strategic initiative aimed
at reducing the company's reliance on Salesforce. The introduction
of RLC diversified Conga's product offerings and enhanced gross
margins by shifting the billing composition more towards
subscriptions. The new platform is expected to drive continued
efficiencies as more customers migrate. However, a significant
portion of larger customers has yet to migrate, a process expected
to span multiple years. Fitch believes there are inherent risks
associated with migrating customers to a new platform, including
potential disruptions and customer retention challenges.
Strengthening FCF: Conga has reversed the historically negative FCF
to positive FCF with the successful integration of Apttus, which
streamlined operations and improved overall efficiency. Fitch
expects minimal capex and working capital requirements, and
improvements in operational performance should lead to FCF margins
in the mid-single digits in the near term and expanding to low
teens in the medium term, consistent with industry peers.
Highly Recurring Revenue with High Retention: Over 90% of billings
are recurring in nature, with gross retention rates over 90% and
net retention rates over 100%. The strong revenue retention implies
sticky products with high switching costs and mission criticality
of its products. As customers buy into more of Conga's product
portfolio, organizations and processes adapt to optimize workflow
making the product integral to the operations. High revenue
retention and recurring revenue enhances the predictability of
Conga's financial performance and increases the lifetime value of
customers.
Good Customer Diversification: Conga's products serve over 10,000
customers, and the majority of sales come from enterprise
customers. Conga initially established itself as an independent
software vendor (ISV) with Salesforce in 2006, heavily relying on
Salesforce's platform. However, the launch of the Conga RLC in 2023
significantly reduced this dependence. Conga has evolved from a
Salesforce ISV to an open cloud solution, with nearly 100% of the
pipeline generated by Conga independent of Salesforce, and 100% of
ARR contracted directly between Conga and its customers.
The company does not have significant annual recurring revenue
concentration from its largest customers. Sales are diversified
across industry verticals, including Health & Life Sciences,
Technology, Services & Consulting, Manufacturing, and Financial
Services, with no industry occupying more than 20% of annual
recurring revenue.
Strong Brand, Industry Leader: Conga is the only pure-play,
end-to-end revenue operations vendor, with no independent
competitor at their scale. It is a recognized leader across the
revenue operations software spectrum, including Workflow and
Content Automation, Contract Lifecycle Management (CLM), and
Configure Price Quote Applications (CPQ). Conga is one of the
largest independent software vendors at Salesforce, with Conga
Composer being one of the most widely adopted applications in the
Salesforce ecosystem.
Secular Tailwinds: Many organizations are increasingly adopting
recurring revenue models, and this creates an opportunity for
revenue operations solutions that can handle the increased
complexity associated with such sales models. Digitalization of
sales, especially within B2B market areas, is also driving
organizations to adopt software solutions to generate opportunities
and capture market share. Increased compliance and regulatory
pressures also drive organizations to adopt solutions to drive
improved efficiency.
Derivation Summary
Conga's 'B+' Long-Term IDR reflects its strong market position as a
software vendor in the fragmented revenue operations software
industry. The company provides customers of varying scale the means
to improve the speed and efficiency of revenue operations. Conga
does this with a product suite helping businesses manage and
automate processes involving documentation, contracts, and
commerce. Demand for the industry is expected to be supported as
organizations adopt recurring revenue models, digitize sales, and
seek to stay in compliance and as regulatory complexity increases.
Conga's operating profile is also strengthened by the high
recurring nature of its revenues supported by the subscription
model. Limitations to Conga's rating include its financial leverage
which is expected to be maintained at a moderate level.
Conga's revenue visibility, profitability, financial structure and
liquidity compare well against vertical industry software peers in
the 'B' category. Consistent with other private equity owned
software peers including DCert Buyer (B/Negative), ConnectWise
(B+/Stable) and Proofpoint (B+/Stable), which the ownership
structures could optimize ROE limiting the prospect for accelerated
deleveraging.
Key Assumptions
- Revenues increase in the mid-single digits from organic growth;
- Fitch-calculated EBITDA margins of mid-20s%;
- Capex spending remains small at around 1.5% of revenues;
- No dividends or acquisitions are assumed;
- Minimal cash taxes and capex spend.
Recovery Analysis
- The recovery analysis assumes that Conga would be reorganized in
bankruptcy rather than liquidated.
- A 10% administrative claim is assumed.
Going-Concern (GC) Approach
- In estimating a distressed enterprise valuation (EV) for Conga,
Fitch assumes a combination of customer churn and margin
compression on lower revenue scale in a distressed scenario to
result in approximately 15% decline from 2025 estimated revenue
with stressed margin of low-20s leading to a going concern EBITDA
that is approximately 30% lower relative to 2025 estimated adjusted
EBITDA.
- An EV Multiple of 7x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization enterprise value. The choice of
this multiple considered the following factors:
Fitch's Bankruptcy Enterprise Values and Creditor Recoveries showed
that bankruptcy case study exit multiples for TMT peer companies
ranged from 4.0x-7.0x. Median multiple was 5.4x small samples of
technology cases. Of these companies, only five were in the
Software sector: Allen Systems Group, Inc. (8.4x); Avaya Inc.
(2017: 8.1x and 2023: 7.5x); Aspect Software Parent, Inc. (5.5x),
Sungard Availability Services Capital, Inc. (4.6x) and Riverbed
Technology Software (8.3x).
- Conga's growing and resilient recurring sales profile, mission
critical nature of the product, brand recognition, leadership
position in the revenue operations management industry, and cash
generative qualities supports the 7.0x recovery multiple.
- Fitch's EV applies the 10% administrative claim, and assumes a
full draw on the $50 million revolver. Fitch estimates strong
recovery prospects for the first lien term loan and revolver and
rates them 'BB'/'RR2', which is two notches above Conga's 'B+'
IDR.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- EBITDA leverage sustaining below 4.0x;
- (CFO-capex)/debt ratio sustaining near 10%.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA leverage sustaining above 5.5x;
- (CFO-capex)/ debt ratio sustaining below 7.5%;
- Operating performance pressure in the form of sustained customer
churn and/or pressure on EBITDA margins.
Liquidity and Debt Structure
Sufficient Liquidity: As of April 30, 2024, Conga's liquidity was
sufficient, supported by approximately $145 million cash on the
balance sheet which is up from the cash balance in the year ago
period. The $50 million secured first lien revolving credit
facility due 2026 is undrawn.
Debt Structure: In addition to the undrawn secured first lien
revolver, Conga has $549 million of secured first lien debt, with
annual amortization payments of $5.65 million until maturity in
2028.
Issuer Profile
Project Everest Ultimate Parent, LLC (dba Conga) is a global
provider of Software as a Service (SaaS) that offers its customers
products to manage the revenue lifecycle.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Project Everest
Ultimate Parent, LLC LT IDR B+ Upgrade B
Conga Corporation LT IDR B+ Upgrade B
senior secured LT BB Upgrade RR2 BB-
PROVIDENT FUNDING: Fitch Alters Outlook on B LongTerm IDR to Stable
-------------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) of Provident Funding Associates, L.P. (Provident) at 'B'. The
Rating Outlook was revised to Stable from Negative.
Fitch has also upgraded Provident's senior unsecured debt rating to
'B'/'RR4' from 'B-'/'RR5' and converted the 'B(EXP)'/'RR4' expected
rating on its $400M senior unsecured notes due 2029 to a final
rating of 'B'/'RR4'. The proceeds of the new issuance will be used
to repay Provident's existing senior unsecured notes and
outstanding borrowings on mortgage servicing right (MSR) lines of
credit.
Fitch has also assigned a 'B'/'RR4' senior unsecured debt rating to
PFG Finance Corp, a wholly owned debt issuing subsidiary of
Provident and co-issuer of the 2029 notes.
The final rating of the newly issued 2029 notes is in line with the
expected rating Fitch assigned on Sept. 9, 2024. See "Fitch Expects
to Rate Provident's Unsecured Notes 'B(EXP)'/'RR4'".
Key Rating Drivers
Refinancing Risk Addressed, Liquidity Improved: The revision of the
Outlook to Stable from Negative reflects the elimination of
near-term refinancing risk associated with the prefunding of the
June 2025 unsecured debt maturity with the recent issuance of $400
million of 2029 notes. Provident's funding flexibility has also
improved with the issuance, as the proportion of unsecured debt to
total debt increased to 48% from 25% as of 2Q24, pro forma for the
transaction. Excess liquidity will be used to paydown MSR lines,
resulting in total contingent liquidity resources improving to 34%
of total debt.
High Quality Origination and Servicing Focus: The affirmation of
Provident's rating reflects its long track record as an originator
and servicer, its focus on higher quality, agency-eligible
originations, maintenance of solid asset quality in the servicing
portfolio, conservative leverage and an experienced management team
with deep industry background through multiple business cycles.
However, Provident is exposed to key person risk related to CEO
Craig Pica, who — together with the Pica family — exercises
significant control over the company as a majority shareholder.
Cyclical and Competitive Industry: Fitch believes the highly
cyclical nature of the mortgage origination business, the capital
intensity and valuation volatility of MSRs, intense legislative and
regulatory scrutiny, and exposure to liquidity risks from margin
calls related to interest rate hedging represent rating constraints
for non-bank mortgage companies. Provident also has a nominal
market share within the wholesale and direct mortgage origination
and servicing space, which is dominated by larger players.
Strong Asset Quality: Delinquencies within the servicing portfolio
are lower than peers with the 60-plus day rate at 0.18% as of 2Q24,
compared with 0.17% at YE23. In general, mortgages have
outperformed other consumer assets over the last year given solid
home equity levels. Still, macroeconomic stress could drive higher
delinquencies in 2025-2026. Exposure to potential repurchase or
indemnification claims on loans sold under certain warranty
provisions have been minimal in recent years and reserves remain
sufficient.
Provident's growing servicing portfolio increasingly exposes
earnings to MSR valuation risk, especially as the company chooses
not to hedge this exposure. MSR as a proportion of equity has grown
to 2.0x at 2Q24 from 1.5x at YE20, although this remains in line
with the rated peer average.
Good Earnings Despite Challenging Operating Environment: Fitch
believes Provident will continue to experience lower origination
volume and compressed gain on sale margins through the Outlook
horizon given the high interest rate environment and intense
competition among mortgage lenders. However, Provident has
weathered the challenging operating environment well, earning a
pretax return on average assets (ROAA) of 2.0% for the trailing 12
months ended 2Q24.
That is within Fitch's 'bb' category benchmark range of 1% to 4%
for finance and leasing companies with a 'bbb' sector risk
operating environment score. Fitch expects ROAA will remain in the
2.0% to 2.5% range over the medium term.
Relatively Consistent Leverage: Provident's leverage (gross debt to
tangible equity) was 2.8x at 2Q24, consistent with YE23. Corporate
non-funding leverage, which excludes balances under warehouse
facilities from gross debt, was 1.5x at 2Q24, down from 1.7x at
YE23 on reduced MSR facility borrowing. Corporate leverage had
grown with Provident's MSR portfolio in recent years but Fitch
expects additional purchases to be funded with preferred equity and
for corporate leverage to remain under 2x over the Outlook
horizon.
Short-Term Wholesale Funding: Consistent with other mortgage
companies, Provident remains reliant on wholesale debt markets to
fund operations, although a high proportion of committed financing
helps mitigate this risk to some extent. At June 30, 2024, 36% of
the warehouse facilities and 86% of the MSR facilities were
committed, which is at the higher end of the peer group. However,
the tenor of these facilities is short, which exposes the company
to heightened refinancing risk.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Consistent operating losses, which result in a sustained increase
in corporate non-funding leverage above 1.5x;
- An increase in gross leverage above 6.0x;
- Erosion of the franchise strength as evidenced by significantly
reduced market share;
- Regulatory scrutiny resulting in Provident incurring substantial
fines that negatively impact its franchise or operating
performance;
- The departure of Craig Pica, who has led the growth and direction
of the company;
- A decrease in the unsecured mix below 15%.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Enhanced liquidity as evidenced by liquid resources as a
percentage of total debt above 20%;
- Further extension of the funding duration or maintenance of an
unsecured funding mix above 25%;
- Improved consistency of profitability levels, as evidenced by the
maintenance of ROAA of 1% or higher through market cycles and
maintenance of origination and servicing market share around
current levels;
- Leverage being sustained at or below 4.0x on a gross debt to
tangible equity basis;
- Demonstrated effectiveness of corporate governance policies.
DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS
The upgrade to Provident's existing senior unsecured debt rating
reflects improved recovery prospects driven by the increase in
unencumbered assets available to noteholders.
Provident and PFG Finance Corp's senior unsecured debt ratings are
equalized with Provident's IDR. This reflects the pro forma funding
mix and availability of unencumbered assets, which suggest average
recovery prospects for debtholders under a stressed scenario.
DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES
The unsecured debt rating is primarily sensitive to changes in the
Long-Term IDR and secondarily to the funding mix and available
collateral. An increase in secured debt or a sustained decline in
the level of unencumbered assets that weakens recovery prospects on
the senior unsecured debt could result in the expected unsecured
debt rating being notched down from the IDR.
ADJUSTMENTS
The Standalone Credit Profile has been assigned below the implied
Standalone Credit Profile due to the following adjustment
reason(s): Business Profile (negative). The Business Profile score
has been assigned below the implied score due to the following
adjustment reason(s): Business model (negative). The Asset Quality
score has been assigned below the implied score due to the
following adjustment reason(s): Historical and future metrics
(negative). The Earnings & Profitability score has been assigned
below the implied score due to the following adjustment reason(s):
Earnings stability (negative). The Capitalization & Leverage score
has been assigned below the implied score due to the following
adjustment reason(s): Risk profile and business model (negative).
ESG Considerations
Provident has an ESG Relevance Score of '4' for Governance
Structure due to elevated key person risk related to its CEO, Craig
Pica, who has led the growth and strategic direction of the
company, as well as the presence of significant levels of ongoing
transactions with affiliated parties. An ESG Relevance Score of '4'
means Governance Structure is relevant to Provident's rating but
not a key rating driver. However, it does have an impact on the
rating in combination with other factors.
Provident also has an ESG Relevance Score of '4' for Customer
Welfare - Fair Messaging, Privacy, and Data Security due to its
exposure to compliance risks including fair lending practices, debt
collection practices and consumer data protection, which has a
negative impact on the credit profile, and is relevant to the
rating in conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
PFG Finance Corp.
senior unsecured LT B New Rating RR4
Provident Funding
Associates, L.P. LT IDR B Affirmed B
senior unsecured LT B Upgrade RR4 B-
senior unsecured LT B New Rating RR4 B(EXP)
PURE PRAIRIE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Pure Prairie Poultry, Inc.
f/k/a Pure Prairie Farms, Inc.
68808 Fort Road
Fairfax, MN 55332
Business Description: Pure Prairie is a provider of chicken
products including boneless, skinless
chicken breast fillets; chicken breast
tenders; boneless, skinless chicken thighs;
chicken drumsticks; bone-in chicken thighs;
and whole chicken, without giblets.
Chapter 11 Petition Date: September 20, 2024
Court: United States Bankruptcy Court
District of Minnesota
Case No.: 24-32426
Judge: Hon. Katherine A Constantine
Debtor's Counsel: James M. Jorrisen, Esq.
TAFT STETTINIUS & HOLLISTER LLP
80 South Eighth Street
Minneapolis, MN 55402
Tel: 612-977-8575
Email: jjorissen@taftlaw.com
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $100 million to $500 million
The petition was signed by George Peichel as chief financial
officer.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/5MAYA2Q/Pure_Prairie_Poultry_Inc__mnbke-24-32426__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. BKT Poultry Inc. $144,190
Attn: Officer or Managing Agent
3366 Jefferson Ave
Boyden, IA 51234
2. City of Charles City $507,151
Attn: Mayor or City Clerk
105 Milwaukee Mall
Ste 2
Charles City, IA
50616
3. Coborn's Inc. $149,599
Attn: Officer or Managing Agent
1921 Coborn Blvd
PO Box 1502
Saint Cloud, MN
56302
4. Crystal Valley Farms, LLC $500,000
d/b/a Officer or Managing Agent
P.O. Box 239
Orland, IN 46776
5. Dan and Elizabeth Byl Inc. $234,441
Attn: Officer or Managing Agent
2671 440th Street
Maurice, IA 51036
6. Foodmate $438,681
Attn: Officer or Managing Agent
221 Turner Blvd
Ball Ground, GA
30107
7. Hubbard LLC $903,140
Attn: Officer or Managing Agent
1070 Main Street
Dept CH 10979
Palatine, IL 60055
8. Intereum Holdings LLC $132,476
Attn: Officer or Managing Agent
9800 8th Ave N
Minneaplis, MN 55441
9. Marel Inc. $521,931
Attn: Officer or Managing Agent
Dept CH 17141
Palatine, IL
60055-7141
10. Masterson Staffing Solutions $1,965,719
Attn: Officer or Managing Agent
3300 Fernbrook Lane N,
Suite 200
Minneaplis, MN 55447
11. MidAmerican Energy $310,093
Attn: Officer or Managing Agent
P.O. Box 8020
Davenport, IA
52808-8020
12. On 10 Broilers $160,687
Attn: Officer or Managing Agent
2830 450th Street
Maurice, IA 51036
13. Perishable Distributors of IA, Inc. $248,115
Attn: Officer or Managing Agent
2741 SE PDI Place
Ankeny, IA
50021-3958
14. QPS Employment Group $741,068
Attn: Officer or Managing Agent
PO Box 18339
Palatine, IL 60055
15. Rock Hill Genetics, LLC $416,093
Attn: Officer or Managing Agent
PO Box 77
Bancroft, IA 50517
16. Safe Foods $176,065
Attn: Officer or Managing Agent
1501 East 8th Street
North Little Rock, AR 72114
17. Sanimax $125,609
505 Hardman Avenue South
South Saint Paul, MN
55075
18. Scotlynn $151,147
Attn: Officer or Managing Agent
9597 Gulf Research Lane
Fort Myers, FL 33912
19. Sue Shepard $250,164
1594 Riverside Ave N
Sartel, MN 56377
20. Tri-State Poultry $2,418,953
Attn: Officer or Managing Agent
W648 Baures Road
Fountain City, WI
54629
RAGING BULL: Trustee Seeks to Hire Agentis PLLC as Counsel
----------------------------------------------------------
Jacqueline Calderin, Chapter 11 Trustee of Raging Bull Investments
Limited, seeks approval from the U.S. Bankruptcy Court for the
Southern District of Florida to hire the law firm of Agentis, PLLC
as her counsel.
Agentis will perform ordinary and necessary legal services required
in the administration of the estate.
The firm will be paid at these rates:
Attorneys $315 to $700 per hour
Paralegals $100 to $250 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jacqueline Calderin, Esq., a partner at Agentis PLLC, disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Jacqueline Calderin, Esq.
Agentis PLLC
45 Almeria Avenue
Coral Gables, FL 33134
Telephone: (305) 722-2002
Email: jc@agentislaw.com
About Raging Bull Investments Limited
Raging Bull Investments Limited is a limited partnership organized
under the laws of the State of Florida that owns a 1.5% working
interest in and to an oil & gas lease in Loving County, Texas.
Raging Bull Investments filed a petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-17916) on
Oct. 12, 2022. In the petition filed by Mark S. Croft, as manager
and partner, the Debtor reported assets between $500,000 and $1
million and liabilities between $10 million and $50 million.
The Debtor is represented by Craig I. Kelley, Esq., at Kelley,
Fulton & Kaplan, P.L.
REBORN COFFEE: 2024 Annual Meeting Set for October 24
-----------------------------------------------------
Reborn Coffee, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that the Board of Directors
has established October 24, 2024 as the date of the Company's 2024
annual meeting of stockholders and set September 23, 2024 as the
record date for determining stockholders who are eligible to
receive notice of and vote at the 2024 Annual Meeting.
The date of the 2024 Annual Meeting represents a change of more
than 30 calendar days from the anniversary of the date deemed to be
the date of the preceding year's annual meeting pursuant to Rule
14a-4(c) of the Securities Exchange Act of 1934, as amended. The
Company will publish additional details regarding the exact time,
location and matters to be voted on at the 2024 Annual Meeting in
the Company's proxy statement for the 2024 Annual Meeting.
About Reborn Coffee
Brea, Calif.-based Reborn Coffee, Inc. (NASDAQ: REBN) is focused on
serving high quality, specialty-roasted coffee at retail locations,
kiosks, and cafes. Reborn is an innovative company that strives for
constant improvement in the coffee experience through exploration
of new technology and premier service, guided by traditional
brewing techniques. Reborn believes they differentiate themselves
from other coffee roasters through innovative techniques, including
sourcing, washing, roasting, and brewing their coffee beans with a
balance of precision and craft. For more information, please visit
www.reborncoffee.com.
Going Concern
The Company cautioned in its Form 10-Q Report filed with the U.S.
Securities and Exchange Commission for the quarterly period ended
March 31, 2024, that substantial doubt exists about its ability to
continue as a going concern. According to the Company, it had
incurred a net comprehensive loss of $990,544 during the three
months ended March 31, 2024, and has an accumulated deficit of
$17,747,468 as of March 31, 2024.
As of June 30, 2024, Reborn Coffee had $10,529,006 in total assets,
$7,986,318 in total liabilities, and $2,542,688 in total
stockholders' equity.
RED RIVER TALC: J&J Sends Talc Unit to Chapter 11 for 3rd Time
--------------------------------------------------------------
Johnson & Johnson (NYSE: JNJ) announced that its subsidiary, Red
River Talc LLC, filed a voluntary prepackaged Chapter 11 bankruptcy
case Sept. 20, 2024, in the U.S. Bankruptcy Court for the Southern
District of Texas to fully and finally resolve all current and
future claims related to ovarian cancer arising from cosmetic talc
litigation against the Company and its affiliates in the United
States.
After extensive negotiations with counsel for claimants who
initially opposed the Plan, Red River agreed to increase its
contribution to the settlement by $1.75 billion to a present
value of approximately $8 billion. Red River then filed a new
bankruptcy case after it received the support of the overwhelming
majority of the current claimants for the proposed bankruptcy plan.
Overwhelming Support
Red River filed the bankruptcy case after it received the support
of the overwhelming majority (approximately 83%) of current
claimants for the proposed bankruptcy plan (the "Plan"):
* The support far exceeds the 75% approval threshold required
by the U.S. Bankruptcy Code to secure confirmation of the Plan.
* The Plan is also supported by the Future Claims
Representative, an attorney representing the future claimants.
"The overwhelming support for the Plan demonstrates the Company’s
extensive, good-faith efforts to resolve this litigation for the
benefit of all stakeholders," said Erik Haas, Worldwide Vice
President of Litigation, Johnson & Johnson. "This Plan is fair and
equitable to all parties and, therefore, should be expeditiously
confirmed by the Bankruptcy Court."
After extensive negotiations with counsel for claimants who
initially opposed the Plan, Red River agreed to increase its
contribution to the settlement by $1.75 billion to approximately $8
billion:
* Red River agreed to commit an additional $1.1 billion to the
bankruptcy trust for distribution to claimants.
* The Company backed Red River's commitments and also agreed to
contribute an additional $650 million to resolve the claims for
legal fees and expenses sought by plaintiffs’ counsel for their
leadership roles in the multi-district litigation, where most of
the filed ovarian claims are pending.
* In aggregate, the contemplated settlement represents a
present value of approximately $8 billion to be paid over 25 years,
totaling approximately $10 billion nominal.
The Plan is in the best interests of the ovarian claimants.
The Plan constitutes one of the largest settlements ever reached in
a mass tort bankruptcy case. In addition, the Plan affords
claimants a far better recovery than they stand to recover at
trial. Most ovarian claimants have not recovered and will not
recover anything at trial. Indeed, the Company has prevailed in
approximately 95% of ovarian cases tried to date, including every
ovarian case tried over the last six years. In addition, based on
the historical run rate, it would take decades to litigate the
remaining cases, and therefore, most claimants will never have
"their day in court."
Counsel representing the overwhelming majority of current ovarian
claimants assisted in the development of and support the Plan.
The Plan enables a full and final resolution of the Company's
ovarian talc litigation. The Plan would resolve 99.75% of all
pending talc lawsuits against Johnson & Johnson and its affiliates
in the United States. The 0.25% remaining pending talc lawsuits
relate to mesothelioma and are being addressed outside of the Plan;
the Company has already resolved 95% of mesothelioma lawsuits filed
to date.
The Company previously reached settlement agreements to resolve the
State consumer protection claims and all talc-related claims
against it in the bankruptcy cases filed by suppliers of the
Company's talc (Imerys Talc America, Inc., Cyprus Mines
Corporation, and their related parties).
The Company reiterates that none of the talc-related claims against
it have merit. The claims are premised on allegations that have
been rejected by independent experts, as well as governmental and
regulatory bodies, for decades. Additional information on the
Company's position and the science supporting the safety of talc is
available at www.FactsAboutTalc.com .
About J&J Talc Units
LLT Management, LLC (formerly known as LTL Management LLC) was 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.
In the 2021 case, LTL Management 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.
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 Jan. 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 dame
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) has 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 Sept. 20, 2024, Red River Talc LLC filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Tex. Case No. 24-90505).
Porter Hedges LLP and Jones Day serve as counsel in the new Chapter
11 case. Epiq is the claims agent.
Paul Hastings LLP is counsel to the Ad Hoc Committee of Supporting
Counsel. Randi S. Ellis is the proposed prepetition legal
representative of future claimants.
RED RIVER: Voluntary Case Summary & 15 Largest Law Firms
--------------------------------------------------------
Debtor: Red River Talc LLC
501 George Street
New Brunswick NJ 08933
Business Description: Red River Talc LLC is a wholly
owned subsidiary of Johnson & Johnson, a New
Jersey company incorporated in 1887, which
first began selling JOHNSON'S Baby Powder in
1894, launching its baby care line of
products. The Debtor is responsible for all
Channeled Talc Personal Injury Claims and
was formed to effectuate the terms of the
Amended Plan. The Debtor also oversees the
operations of its wholly owned subsidiary,
Royalty A&M, a Texas limited liability
company. Royalty A&M owns a portfolio of
royalty revenue streams, including royalty
revenue streams based on third-party sales
of LACTAID, MYLANTA/MYLICON, ROGAINE, and
TENA products as well as certain products
marketed by CLOROX, ECOLAB, ESSITY,
and SPARTAN.
Chapter 11 Petition Date: September 20, 2024
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 24-90505
Judge: Hon. Christopher M. Lopez
Debtor's
Local
Counsel: John F. Higgins, Esq.
PORTER HEDGES LLP
1000 Main Street, 36th Floor
Houston TX 77002
Tel: (713) 226-6648
Email: jhiggins@porterhedges.com
Debtors'
General
Bankruptcy
Counsel: Gregory M. Gordon, Esq.
Dan B. Prieto, Esq.
Amanda Rush, Esq.
JONES DAY
2727 N. Harwood Street
Dallas, Texas 75201
Tel: (214) 220-3939
Fax: (214) 969-5100
Email: gmgordon@jonesday.com
dbprieto@jonesday.com
asrush@jonesday.com
- and -
Brad B. Erens, Esq.
Caitlin K. Cahow
JONES DAY
110 N. Wacker Drive
Chicago, Illinois 60606
Tel: (312) 782-3939
Fax: (312) 782-8585
E-mail: bberens@jonesday.com
ccahow@jonesday.com
Debtor's
Additional
Counsel: KING & SPALDING LLP
SHOOK, HARDY & BACON L.L.P.
MCCARTER & ENGLISH, LLP
WEIL, GOTSHAL & MANGES LLP
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
BATES WHITE, LLC
Debtor's
Financial
Advisor: ACCORDION PARTNERS, LLC
Estimated Assets: $1 billion to $10 billion
Estimated Liabilities: $1 billion to $10 billion
The petition was signed by John K. Kim as chief legal officer.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/KLNO53A/Red_River_Talc_LLC__txsbke-24-90505__0001.0.pdf?mcid=tGE4TAMA
List of the Top Law Firms With the Most Significant
Representations of Parties With Ovarian and
Gynecological-Cancer Talc Claims Against the Debtor:
Entity Nature of Claim Claim Amount
1. Andrew Thornton Higgins Unliquidated
Razmara LLP
4701 Von Karman Avenue
Ste. 300
Newport Beach, CA 92660
Robert Siko
Phone: (949) 748-1000
Email: rsiko@andrewsthornton.com
2. Ashcraft & Gerel Unliquidated
1825 K Street NW, Ste. 700
Washington, DC 20006
Michelle A. Parfitt
Phone: (703) 824-4762
Email: mparfitt@ashcraftlaw.com
3. Aylstock, Witkin, Kreis & Unliquidated
Overholtz PLLC
17 E. Main Street, Ste. 200
Pensacola, FL 32502
Daniel Thornburgh
Phone: (850) 202-1010
Email: dthornburgh@awkolaw.com
4. Beasley, Allen, Crow, Methvin, Unliquidated
Portis & Miles, P.C
218 Commerce Street
Montgomery, AL 36104
Andy D. Birchfield, Jr.
Phone: (800) 898-2034
Email: andy.birchfield@beasleyallen.com
5. Duncan Stubbs Unliquidated
825 Watters Creek Blvd., #360
Allen, TX 75013
Matthew R. Stubbs
Phone: (877) 971-0830
Email: matthew@duncanstubbs.com
6. Johnson Law Group Unliquidated
2925 Richmond, Ste. 1700
Houston, TX 77098
Basil Adham
Phone: (713) 626-9336
Email: talc@johnsonlawgroup.com
7. The Miller Firm, LLC Unliquidated
108 Railroad Avenue
Orange, VA 22960
Nancy Miller
Phone: (866) 529-3323
Email: nmiller@millerfirmllc.com
8. Morelli Law Firm, PLLC Unliquidated
777 Third Avenue, 31st FL
New York, NY 10017
Bennedict Morelli
Phone: (212) 751-9800
Email: dlamberg@morellilaw.com
9. Nachawati Law Group Unliquidated
5489 Blair Road
Dallas, TX 75231
Majed Nachawati
Phone: (214) 890-0711
Email: mn@ntrial.com
10. Napoli Shkolnik, PLLC Unliquidated
360 Lexington Avenue, 11th FL
New York, NY 10017
Shayna E. Sacks
Phone: (844) 860-0949
Email: ssacks@napolilaw.com
11. Onderlaw, LLC Unliquidated
110 E. Lockwood, 2nd FL
ST. Louis, MO 63119
James G. Onder
Phone: (314) 963-9000
Email: onder@onderlaw.com
12. Pulaski Kherkher PLLC Unliquidated
2925 Richmond Avenue
Ste. 1725
Houston, TX 77098
Adam Pulaski
Phone: (713) 664-4555
Email: adam@pulaskilawfirm.com
13. Schneider Wallace Cottrell Unliquidated
Konecky
2000 Powell Street, Ste. 1400
Emeryville, CA 94608
Amy Eskin
Phone: (415) 421-7100
Email: aeskin@schneiderwallace.com
14. The Smith Law Firm PLLC Unliquidated
300 Concourse Blvd., Ste. 104
Ridgeland, MS 39157
Allen Smith
Phone: (601) 952-1422
Email: asmith@smith-law.org
15. Watts Guerra LLP Unliquidated
811 Barton Springs Rd. #725
Austin, TX 78704
Mikal Watts
Phone: (210) 315-4477
Email: mikal@wattsllp.com
REDLINE METALS: U.S. Trustee Appoints Creditors' Committee
----------------------------------------------------------
The U.S. Trustee for Region 11 appointed an official committee to
represent unsecured creditors in the Chapter 11 case of Redline
Metals, Inc.
The committee members are:
1. Davis Bancorp
P.O. Box 1690
Barrington, IL 60011
Representative:
Marimel Lim
Tel: 847-998-9000 x 4465
mlim@davisbancorp.com
2. Silgan Containers LLC
21600 Oxnard Street, Suite 1600
Woodland Hills, CA 91367
Representative:
Tracy Rosenbach
Tel: 818-710-3729
Fax: 818-593-6940
trosenbach@silgancontainers.com
3. Stateline Recycling Inc.
322 S. Crosby Ave.
Janesville, WI 53548
Representative:
James Grafft
Tel: 608-754-7715
Fax: 608-754-3478
statelinerecycling@hotmail.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 Redline Metals
Redline Metals, Inc. is a recycling center in Lombard, Ill.
Redline Metals filed Chapter 11 petition (Bankr. N.D. Ill. Case No.
24-12590) on Aug. 27, 2024, with $10 million to $50 million in both
assets and liabilities.
Judge Jacqueline P. Cox oversees the case.
Paul M. Bach, Esq., at Bach Law Offices is the Debtor's bankruptcy
counsel.
RISE MANAGEMENT: Seeks to Hire Latter & Blum as Leasing Agent
-------------------------------------------------------------
Rise Management, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Louisiana to employ Latter & Blum as leasing
agent.
The Debtor owns a three commercial buildings in New Orleans,
Louisiana bearing the municipal addresses 3301, 3321, and 3361
General DeGaulle Drive which it rents to various tenants. The agent
will advertise, market and offer the property for rent or lease.
The Debtor has agreed to pay broker a cash commission of 8 percent
of the scheduled base rentals under a new lease for the first sixty
days of the effective date of the listing, and thereafter 6 percent
of the scheduled gross rentals.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Reed L. Wiley
Latter & Blum Holding, LLC
dba NAI Latter & Blum
430 Notre Dame Street
New Orleans, LA 70130
Tel: (504) 895-4663
About Rise Management, LLC
Rise Management LLC is primarily engaged in renting and leasing
real estate properties. The Debtor owns three properties located in
New Orleans having a total current value of $1.3 million.
Rise Management LLC sought relief under Subchapter V of Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. La. Case No. 24-11535) on
August 7, 2024. In the petition filed by Cullan Maumas of MagNola
Ventures, LLC, the Debtor's manager, the Debtor reports total
assets of $2,628,537 and total liabilities of $2,952,920.
The Honorable Bankruptcy Judge Meredith S. Grabill oversees the
case.
The Debtor is represented by Patrick Garrity, Esq. at THE DERBES
LAW FIRM, LLC.
ROOFSMITH RESTORATION: Unsecureds to Get 10 Cents on Dollar in Plan
-------------------------------------------------------------------
Roofsmith Restoration, Inc., filed with the U.S. Bankruptcy Court
for the Northern District of Ohio a Plan of Reorganization under
Subchapter V dated August 16, 2024.
The Debtor is an Ohio corporation incorporated on or about June 24,
2010 under the original name of APTO Adjusting, Inc. Michael J.
Farist is the sole shareholder, sole director and President and
CEO.
Roofsmith is a contractor providing roofing, siding, gutter and
insulation sales and installation to a variety of commercial and
residential customers. Roofsmith primarily operates by contracting
with third party independent contractors ("Subcontractors") for the
installation of the projects with materials largely provided by its
largest vendor, Beacon Sales Acquisition, Inc., dba Beacon Building
Products which delivers the materials needed for Roofsmith's
projects to the various job sites.
Roofsmith's headquarters are located at 122 Western Avenue, Akron,
Ohio, described as Parcel Nos. 67-03733 and 67-03734 in the Summit
County, Ohio real estate records (the "Real Property"). On or about
January 27, 2018, Roofsmith entered into a Land Installment
Contract with BeeBee Properties, LLC for the purchase of the Real
Property. Payments on the Land Installment Contract were all made
by Roofsmith.
This Plan proposes to pay creditors of the Debtor from the
projected disposable income from its business operations. The final
Plan payment is expected to be paid on the Third Anniversary from
the Effective Date of this Plan.
Non-priority unsecured Creditors holding Allowed Claims will
receive distributions, which the Debtors have valued at
approximately 10 cents on the dollar. This Plan provides for full
payment of administrative expenses and priority claims.
Class 6 consists of General Unsecured Claims. The treatment of
Allowed Claims in Class 6 will be the same regardless of whether
the Subchapter V Plan is confirmed on a consensual or nonconsensual
basis. Roofsmith has calculated its projected disposable income in
accordance with section 1191(c)(2). Based on that calculation, the
projected net disposable income is $79,500.33 per year for a total
maximum payment to this class 6 of $238,501.00.
The Debtor will pay, after and subject to the payment of
Administrative Expenses and Priority Tax Claims, and payments to
all other Classes that are expressly provided for, but pro-rata
with the unsecured portions of those Allowed Claims as provided in
the Class treatments disclosed, the calculated projected disposable
income over the course of three years in quarterly payments. No
interest will accrue on any Claims in Class 6.
Any excess projected disposable income shown in the calculation
attached to this Subchapter V Plan will be used by the Debtor to
pay the balloon due to Premier Bank on its class 2 Allowed Secured
Claim. No interest shall accrue on any Claims in this Class 6.
Class 6 is impaired and entitled to vote on the Subchapter V Plan.
Class 7 consists of the outstanding stock issued by the Debtor,
owned by Michael Farist. Confirmation of this Plan shall cause all
prepetition stock issued by Debtor Roofsmith to be revested in and
retained by those holding an interest in the outstanding stock of
Debtor Roofsmith as of the Petition Date and shall be subject to
and based upon the terms and conditions as they existed on the
Petition Date including under any Articles of Incorporation,
ByLaws, and other duly executed corporate documents.
Payments to be made under this Plan will be made from the funds of
the Debtor existing on the Effective Date, as well as funds
generated through the future business operations of the Reorganized
Debtor. Funds may also be available from the Debtor's pursuit of
any avoidance actions available to it under Chapter 5 of the
Bankruptcy Code, should the Debtor choose to pursue any such
claims.
A full-text copy of the Plan of Reorganization dated August 16,
2024 is available at https://urlcurt.com/u?l=tclS7k from
PacerMonitor.com at no charge.
About Roofsmith Restoration
Roofsmith Restoration, Inc., is a roofing, siding, insulation, and
gutter company/contractor specializing in roof replacement,
restoration, and repair.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-50743) on May 20,
2024. In the petition signed by Michael Farist, president and
chief executive officer, the Debtor disclosed up to $10 million in
both assets and liabilities.
Judge Alan M. Koschik oversees the case.
Marc B. Merklin, Esq., at Brouse McDowell, LPA, is the Debtor's
legal counsel.
ROYAL CARIBBEAN: Moody's Rates New Senior Unsecured Notes 'Ba2'
---------------------------------------------------------------
Moody's Ratings assigned a Ba2 rating to the senior unsecured notes
that Royal Caribbean Cruises Ltd. (Royal) announced earlier. The
company will use the net proceeds to retire its $700 million, 7.25%
backed senior unsecured notes due January 15, 2030 and to payoff
the $232 million outstanding on a finance lease for its ship, the
Silver Dawn. The existing Ba2 corporate family rating, Ba2-PD
probability of default rating, Ba2 senior unsecured rating and NP
commercial paper rating are unaffected by the debt issuance. The
SGL-2 speculative grade liquidity and positive outlook are also
unaffected.
Retiring the 2030 notes will eliminate the notching of unsecured
note ratings in the company's capital structure. The 2030 notes are
guaranteed by an intermediate holding company, RCI Holdings LLC
that owns the stock of seven ship owning subsidiaries. The other of
the company's unsecured notes rated Ba2 are not guaranteed. Moody's
will withdraw the Ba1 rating assigned to the 2030 notes upon their
retirement. The dollar for dollar refinancing of relatively higher
coupon debt will lower annual interest expense, contributing
further to improving cash generation.
RATINGS RATIONALE
The Ba2 corporate family rating reflects Royal's strong market
position as the second largest global ocean cruise operator based
on capacity and revenue. Further support for the rating comes from
Royal's brand strength and good diversification by geography and
market segment. The company also benefits from the favorable value
proposition of a cruise vacation, as well as a group of loyal
cruise customers who will support a base level of demand. Risks
include cost inflation, including for fuel, demand's exposure to
economic cycles and customers' numerous options for land-based
vacations. Improving credit metrics also support the Ba2 rating.
Debt/EBITDA and funds from operations + interest to interest were
3.9x and 4.0x, respectively, at June 30, 2024. The improving
results in Q2 and increased profit expectations for the full year
will promote further strengthening of metrics as the year
progresses.
Moody's expect Royal to maintain good liquidity. The company
reported $391 million of cash at June 30, 2024 and had $3.4 billion
available on its $3.7 billion of committed unsecured revolving
credit facilities. Moody's project annual free cash flow near $2
billion in 2024 and about $3 billion in 2025 with capital
investment of about $3.5 billion and $2.5 billion in these years,
respectively.
The reinstatement of a quarterly dividend, at $0.40 per share, with
the first payment in October 2024, will consume approximately $411
million of cash per year initially, which would otherwise be
available for debt reduction or funding new ship deliveries. While
the dividend may slow the pace of future deleveraging, Moody's
believe that operating cash flows will be sufficient to fund the
dividends from internal sources.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Rating could be upgraded if Moody's expect debt/EBITDA to be
sustained near 3.5x and funds from operations plus interest to
interest above 6.0x. Ratings could be downgraded if Moody's expect
free cash flow will be no better than breakeven, funds from
operations plus interest to interest will be sustained below 4.0x
or debt/EBITDA will be sustained above 4.0x.
The principal methodology used in this rating was Business and
Consumer Services published in November 2021.
Royal Caribbean Cruises Ltd. (operating under the name Royal
Caribbean Group) is a vacation industry leader with a global fleet
of 68 ships across its five brands traveling to approximately 1,000
destinations. Royal Caribbean International, Celebrity Cruises, and
Silversea are its three cruise brands. The company also owns 50% of
a joint venture that operates TUI Cruises and Hapag-Lloyd Cruises
Revenue was $13.9 billion in 2023.
SCO ENTERPRISES: Amends Unsecured Claims Pay Details
----------------------------------------------------
SCO Enterprises, Inc., submitted a Second Amended Plan of
Reorganization for Small Business dated August 16, 2024.
The Plan proposes to pay the creditors of the Debtor from the cash
flow from its current operations and from future income of the
Debtor. In addition, the Debtor anticipates receiving significant
future inventory financing.
This Plan provides for four classes of secured claims; one class of
priority unsecured claims; one class of unsecured non-priority
claims; and one class for the equity interests of the Debtor. Non
priority unsecured creditors holding allowed claims will receive
distributions from the Debtor's net cash flow from operations over
the life of the Plan. This Plan also provides for the payment of
administrative and priority claims in full.
Class 3 consists of allowed General Unsecured Creditors, excluding
any equity security holders under Section 101(17) of the Bankruptcy
Code. Holders of allowed unsecured claims shall receive a pro-rata
share of a fund totaling $5,000.00, created by the Debtor's payment
of quarterly monthly payment for 60 months, with the first
quarterly payment commencing on the Distribution Date.
Pro-rata means the entire amount of the fund divided by the entire
amount owed to creditors with allowed claims in this Class. Class 3
is deemed impaired under Section 1124 of the Bankruptcy Code so
holders of Class 3 claims are entitled to vote on the Plan.
Class 4 consists of Equity Interests. All Class 4 interests, upon
the effective date, shall be modified so as to deprive the holders
thereof of any rights in respect of the Debtor to any distribution
upon liquidation of the corporation, or upon sale of all or
substantially all the Debtor's assets, and shall be further
modified to provide that no dividends shall be paid by reason of
such equity interests. Such modification or limitation of equity
interests shall remain effective until such time as all the
payments contemplated to be made by the terms of the Plan have been
made, at which time such modification or limitations shall be
removed, and the holders of Class 4 interests shall retain in full
such interests without further limitation or restriction.
The Debtor shall retain all of its property and operate its
business and the funds necessary for the satisfaction of creditors'
claims shall be generated from the future income of the Debtor, or
from the sale of the Debtor's assets as may be from time to time
practical and necessary in order to make the payments required by
the Plan.
A full-text copy of the Second Amended Plan dated August 16, 2024
is available at https://urlcurt.com/u?l=ZBI0ur from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
MARTIN LAW FIRM, P.L.,
Jonathan M. Bierfeld, Esq.
3701 Del Prado Boulevard S.
Cape Coral, Florida 33904
(239) 443-1094 (Telephone)
(941) 218-1231 (Facsimile)
Email: jonathan.bierfeld@martinlawfirm.com
About SCO Enterprises
SCO Enterprises, Inc., is a small business which provides
motorcycle sales, service, parts, and accessories throughout
Southwest Florida.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 2:24-bk-00006-CED) on
Jan. 2, 2024. In the petition signed by Stephen C. Leckie,
president, the Debtor disclosed up to $1 million in both assets and
liabilities.
Judge Caryl E. Delano oversees the case.
Jonathan Bierfeld, Esq., at Martin Law Firm, is the Debtor's legal
counsel.
SIERRA ENTERPRISES: Moody's Ups CFR to Caa1 & 1st Lien Debt to B3
-----------------------------------------------------------------
Moody's Ratings upgraded Sierra Enterprises LLC's ("Sierra"; owner
of Lyons Magnus, LLC) Corporate Family Rating to Caa1 from Caa3 and
its Probability of Default Rating to Caa1-PD from Caa3-PD. In
addition, Moody's also upgraded the ratings on the company's backed
senior secured first lien revolving credit facility, backed senior
secured first lien term loan B1 due November 2024, and backed
senior secured first lien term loan B2 due May 2027 to B3 from
Caa2. The outlook was changed to stable from negative.
The upgrade reflects the company's improved liquidity and lower
leverage following the sale of Tru Aseptics LLC ("Lyons Magnus
North"), Sierra's low-acid aseptic packaging manufacturing
facility, to Schreiber Foods Inc. in late August. Sierra faced
challenges restarting Lyons Magnus North following a microbial
contamination which lead to a recall and plant closure in 2022. As
a result, Lyons Magnus North was operating significantly below full
capacity and contributed negative earnings and cash flow to Sierra.
In addition, remediation payments related to the Lyons Magnus North
recall created liquidity concerns for Sierra as these payments were
expected to be a drain on the company's free cash flow. By selling
Lyons Magnus North, management was able to not only improve
Sierra's leverage and liquidity, they were was also able to set
aside cash from the sale to address the remediation payments.
Moody's estimate that pro-forma for the sale of Lyons Magnus North,
Sierra's Moody's adjusted EBITDA declined to approximately 5.5x as
compared to 9.5x as of the LTM period ended June 29, 2024. In
addition, Moody's are forecasting Sierra to be free cash flow
positive in fiscal 2025, as Lyons Magnus North will no longer be a
drain on cash flow and earnings.
RATINGS RATIONALE
The Caa1 CFR reflects Sierra's high financial leverage and
historically weak free cash flow. Financial policies are aggressive
under private equity ownership including pursuit of debt funded
acquisitions. High customer concentration with its three largest
customers accounting for over 50% of revenue creates risk that
volume or pricing declines will weaken revenue and earnings. The
company benefits from its well-established market position as a
foodservice supplier of beverage syrups, nutritional beverages, and
toppings in the US The company also benefits from its long-standing
customer relationships. The rating reflects Moody's expectation
that the company's EBITDA generation will continue to improve in
the next 12 to 18 months through continued cost rationalization and
moderation of cost pressures.
Sierra has adequate liquidity supported by a $35 million undrawn
revolving bank credit facility expiring in February 2027 and $18
million in cash as of June 2024. Moody's expect that Sierra will
generate approximately $20 million to $30 million of free cash flow
in the next 12 months assuming capital expenditures of $18 million
and no dividends.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectation that Sierra will
have adequate liquidity for the next 12 to 18 months and begin to
generate sustainably positive free cash flow.
Ratings could be upgraded if the company profitably increases its
scale, improves the operating margin, and debt/EBTIDA is sustained
below 6.0x. The company would also need to improve liquidity
including sustaining positive free cash flow and increasing
effective revolver capacity.
Ratings could be downgraded if operating performance weakens or
there is a deterioration in liquidity. A downgrade can also occur
if debt/EBITDA increases and is sustained above 7.0x.
The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.
Headquartered in Fresno, California, Sierra Enterprises LLC is the
owner of Lyons Magnus, LLC. The company produces beverage syrups,
toppings, sauces, food ingredients, frozen desserts, and
nutritional beverages. Sierra's customers are primarily food
manufacturers and food service companies located in the US. The
company also has some branded direct-to-retail products such as
sauces, juices, and nutritional drinks. Sierra is majority owned
and controlled by private equity firm Paine Schwartz Partners since
the 2017 acquisition. The company does not publicly disclose
financial information. Sierra Enterprises generates annual revenues
of approximately $800 million.
SONYA PORRETTO: 5th Cir. Affirms Dismissal of Claims v. GLO
-----------------------------------------------------------
In the case captioned as Sonya Porretto, Plaintiff-Appellant, vs.
The City of Galveston Park Board of Trustees; The City of
Galveston, Texas; Texas General Land Office; Dawn Buckingham,
Commissioner of the Texas General Land Office,
Defendants-Appellees, No. 23-40035 (5th Cir.), the United States
Court of Appeals for the Fifth Circuit affirmed the order of the
United States District Court for the Southern District of Texas
dismissing Porretto's claims against the GLO and its Commissioner
without prejudice.
Porretto is the owner of Porretto Beach in Galveston, Texas. In
2009, Porretto filed for bankruptcy in the U.S. Bankruptcy Court
for the Southern District of Texas, and her case was converted to a
Chapter 7 proceeding. In 2020, the trustee of Porretto's bankruptcy
estate abandoned the Porretto Beach property back to Porretto.
A year later, Porretto filed an adversarial lawsuit in the
bankruptcy court against the City of Galveston Park Board of
Trustees, the City of Galveston, the Texas General Land Office, and
the GLO's Commissioner, alleging, inter alia, that
Defendants-Appellees' actions at Porretto Beach constituted takings
without just compensation in violation of the Fifth Amendment.
Porretto's case was transferred to the District Court, which
dismissed Porretto's lawsuit, concluding that:
(1) Porretto lacks standing to sue the GLO and its Commissioner;
(2) the court lacks bankruptcy jurisdiction under 28 U.S.C. Sec.
1334; and
(3) the court lacks federal question jurisdiction under 28
U.S.C. Sec. 1331.
The Fifth Circuit says, "We agree with the district court that
Porretto lacks standing to sue the GLO and its Commissioner because
her complaint fails to establish a causal nexus between these
Defendants-Appellees' actions and Porretto's alleged injuries, but
we note that this deficiency in Porretto's pleadings could
potentially be redressed via an amended complaint. Regarding
Porretto's remaining claims against the Park Board and the City of
Galveston, we agree with the district court that exercising
bankruptcy jurisdiction under Sec. 1334 would be improper here, but
we conclude that the court does have federal question jurisdiction
over Porretto's constitutional claims."
The Fifth Circuit holds, "Accordingly, we affirm the district
court's dismissal of Porretto's claims against the GLO and its
Commissioner without prejudice. We vacate the district court's
dismissal of Porretto's remaining claims against the Park Board and
the City of Galveston, and we remand for the district court to
consider alternative arguments for dismissal in the first instance,
as well as the issue of supplemental jurisdiction over Porretto's
state law claims. We also affirm the district court's decision to
deny Porretto leave to amend her complaint, though we note that
Porretto may file a motion for leave to amend on remand to address
her complaint's deficiencies if she so chooses. Finally, we affirm
the district court's order denying Porretto's motion for recusal,
and we DENY Porretto's request for her case to be reassigned to a
judge in the Houston Division on remand."
A copy of the Court's decision dated August 21, 2024, is available
at https://urlcurt.com/u?l=IXggaQ
Sonya M. Porretto filed for Chapter 11 bankruptcy (Bankr. S.D. Tex.
Case No. 09-35324) on July 27, 2009. Her Chapter 11 case was
converted to Chapter 7 on Dec. 19, 2011. Randy Williams was
appointed the Chapter 7 Trustee.
SQRL SERVICE: Founder Joseph Smith Denies $624K Loan Signature
--------------------------------------------------------------
George Waldon of Arkansas Business reports that the court
proceedings surrounding Joseph Blake Smith's insolvent SQRL
convenience store chain took another twist last month when Smith
testified that he didn't sign paperwork associated with a $624,000
loan.
"That's not my signature," the SQRL founder and majority owner of
SQRL Holdings said on the witness stand.
Smith made that statement regarding a construction loan from
Today's Bank of Huntsville while undergoing questioning at an
August 23, 2024 bankruptcy hearing in Fayetteville. The bank joins
First Service Bank of Greenbrier as Arkansas lenders caught up in
Smith's financial troubles.
In Florida, First Service is battling the payout of a $6 million
irrevocable standby letter of credit to World Fuel Services Inc. of
Miami. SQRL Holdings used the funding agreement to secure credit
from World Fuel.
In Arkansas, Today's Bank is foreclosing on a vacant 2,400-SF
convenience store at 22160 Hwy. 9 in Saline County's Paron
community. The property secures a five-year loan dated July 6,
2023, which now has an outstanding balance of $658,962 owed by SQRL
Holdings.
The loan additionally is secured by personal guarantees of Smith
and Adam Lusthaus, a minority partner in SQRL Holdings.
The Paron project, which never opened for business under the SQRL
banner, is linked with a bankruptcy claim pursued by Gas POS Inc.
of Birmingham, Alabama.
In 2022, Gas POS thought it was hopping on a ride with an
up-and-coming C-store chain when it signed a lease agreement with
SQRL Holdings to provide point-of-sale equipment and software for a
rollout of as many as 600 locations.
'Cheating Does Not Exist'
During an Aug. 23 bankruptcy court hearing, SQRL founder Joseph
Blake Smith was questioned about musings in his book, "The Come
Back."
Brian Ferguson of Rogers, attorney for Gas POS, read an excerpt
from the book that included an observation that "Cheating does not
exist." Ferguson wanted to verify that Smith had written this.
Smith supposed that if it was in the book then he wrote it. The
line was part of a passage that included: "What is cheating really?
To me, cheating is just another form of winning. Cheating has
gotten a terribly bad rap."
The book questioning by Ferguson followed Smith's testimony that
his signature was forged on documents associated with a $624,000
loan from Today's Bank of Huntsville.
"Rolling out 200 locations was our desire at that time," Ben
Kauder, chief operating officer at Gas POS, said during testimony
at the hearing.
But that deal got only as far as 21 stores before falling apart on
SQRL's end, Kauder said.
Concerns about SQRL's financial wherewithal in the spring of 2023
led Gas POS to ask for additional collateral to secure its lease
agreement. The company exercised its right under the lease
agreement and requested that SQRL Holdings provide an irrevocable
letter of credit.
"We asked for $5 million but lowered it to $500,000," Kauder said.
"But SQRL still couldn't obtain one."
Evidence submitted by Gas POS indicated SQRL Holdings owes about
$1.1 million on the broken equipment leases for 21 stores.
Gas POS also supplied two 12,000-gallon, above-ground tank fueling
stations that SQRL was to lease. One of those $239,000 portable
above-ground tanks was delivered at SQRL’s behest to the Paron
project, where it remains.
Questions arose about whether SQRL Holdings submitted a draw
request on the construction loan "to pay" for the Paron fuel tank
station owned by Gas POS. A $368,779 payment on an invoice to a
SQRL-related entity controlled by Smith, Standard Development Co.
LLC, drew scrutiny in that regard.
Testimony didn't precisely explain what construction-related work
Standard Development performed on the Paron project.
David Scruggs, president and CEO of Today's Bank, testified that he
isn't sure if all the construction loan funds that were disbursed
for work at Paron were spent on the project.
"It's hard to say if all the money was spent on the property,"
Scruggs said, referring to the convenience store that never opened.
"The tank is the biggest indicator of progress."
During his time on the witness stand, Smith claimed no knowledge of
the Today's Bank loan for the Paron project. That was disputed by
Scruggs.
He testified that the last loan payment received from SQRL Holdings
was on March 18, and that he was finally able to talk with Smith by
phone in May about the delinquent loan. Scruggs said Smith wasn't
surprised when he contacted him about it.
"He seemed to know very well what I was talking about," Scruggs
testified. "He indicated his bookkeeper would be sending a check,
but nothing happened."
In a phone interview with Arkansas Business, Robert "Eddie" Ramsey
confirmed that Smith knew about the Today's Bank loan for the Paron
project.
"He was well aware of it," said Ramsey, who confirmed that he
forwarded information to the bank corroborating that. "I sent the
bank documentation that he knew about it."
Ramsey, whose primary job in 2023 was vice president and commercial
loan officer at First Service Bank, was considered to be SQRL's
vice president of finance by Smith.
"That's what he kept calling me, but I was never a full-time
employee," Ramsey said. "I helped them structure some deals."
And, yes, First Service Bank was aware of his moonlighting work for
Smith, Ramsey said.
$6 Million Irrevocable Controversy
According to court records, the timeline for the World Fuel
Services-First Service Bank dispute began 10 months ago.
Nov. 17, 2023: World Fuel notifies SQRL Holdings that it must
furnish an irrevocable standby letter of credit to secure its
financial obligations to the company.
Dec. 5: First Service Bank issues a one-year $6 million letter of
credit for the benefit of World Fuel. That LOC bears the signature
of Robert Ramsey, vice president of commercial lending with the
bank at the time.
Dec. 11: The bank informs World Fuel the letter of credit is backed
by a certificate of deposit from SQRL. (The value of the CD
wasn’t specified, and Tom Grumbles, president and CEO of First
Service, couldn’t be reached for comment.)
April 8, 2024: World Fuel informs SQRL Holdings that it is in
default of various funding agreements totaling more than $6
million. World Fuel presents the letter of credit and demands full
payment from First Service Bank.
April 9: The bank, through its counsel, notifies World Fuel that it
will not honor the letter of credit.
May 21: World Fuel sues First Service in Miami-Dade County Circuit
Court alleging wrongful dishonor of a letter of credit and breach
of contract.
June 19: First Service files suit in Miami's U.S. District Court to
have the case moved from state court. The bank also asks that the
case be dismissed or transferred to federal court in Little Rock.
July 7: A mediation deadline is set for Jan. 28, 2025, with a trial
date scheduled in Miami’s federal court for May 12, 2025.
Aug. 6: The parties are ordered to conduct limited discovery
regarding jurisdiction by Nov. 4 with a Nov. 18 deadline for World
Fuel to file an amended complaint.
Aug. 23: World Fuel serves notice of its intent to serve a subpoena
on Ramsey, former vice president and commercial loan officer at
First Service, to give deposition testimony and provide documents.
Sept. 6: First Service files a motion to quash the subpoena as
overly broad. The subpoena requests Ramsey to provide any documents
regarding work he did for clients or potential clients with ties to
Florida including SQRL; Joseph Blake Smith, CEO and founder of
SQRL; Christopher Samuel, director of real estate development at
SQRL; or Adam Lusthaus, president of operations at SQRL.
Sept. 7: Judge Roy Altman strikes the bank's motion because the
bank didn't certify any attempt to resolve the issue with World
Fuel. He also reminds First Service and World Fuel to "actually
confer and engage in reasonable compromise in a genuine effort to
resolve their discovery disputes before seeking the court’s
intervention."
World Fuel Services, now known as World Kinect Corp., recorded
sales of $47 billion during 2023 supplying gasoline and diesel to
clients that once included SQRL Holdings and its convenience store
affiliates.
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: Seeks to Extend Plan Exclusivity to Dec. 2
----------------------------------------------------------
Steward Health Care System LLC and its debtor affiliates asked the
U.S. Bankruptcy Court for the Southern District of Texas to extend
their exclusivity periods to file a plan of reorganization and
obtain acceptance thereof to December 2, 2024 and February 3, 2025,
respectively.
The Debtors explain that the requested extensions of the Exclusive
Periods are necessary and appropriate to enable them to finalize
their Sales Process and pursue a chapter 11 plan framework that
will maximize the value of the Debtors' estates for the benefit of
all stakeholders, without interruption. Accordingly, application of
the relevant above factors to the facts of these chapter 11 cases
demonstrates that ample cause exists to grant the reasonable
extension of the Exclusive Periods requested herein.
The Debtors claim that the scale and complexity of their business
and industry, which require the Debtors to navigate complex issues
in their chapter 11 plan efforts, support the need for the
extension of the Exclusive Periods. Administering these cases
requires retaining a large employee workforce that is critical to
achieving the Debtors' chapter 11 goals, addressing billions of
dollars of debt, thousands of vendor relationships, and tens of
thousands of real property leases and executory contracts,
including equipment leases, supply agreements, service and
logistics agreements, collective bargaining agreements, and
agreements with state and federal regulatory, and other, agencies.
The Debtors assert that formulating a viable, and hopefully
consensual, chapter 11 plan that will inure to the benefit of their
estates, creditors, and stakeholders, is primarily predicated on
the results of the Sales Process, including the outcome of the
Allocation Mediation, which informs stakeholder recoveries.
Providing the Debtors with the time needed ensures that decisions
are not hastily made without the benefit of adequate information,
and that the considerable progress already achieved is not
thwarted.
The Debtors further assert that there are many creditor groups in
these chapter 11 cases, and they have wide ranging views with
respect to the appropriate value of their respective claims and the
treatment that should be afforded to such claims under a chapter 11
plan. The Debtors have expended significant efforts since the
Petition Date to successfully bridge competing views and garner
consensus to obtain even routine relief, with the added complexity
of managing patient lives and a politically charged atmosphere.
The Debtors state that they are not seeking an extension of the
Exclusive Periods as a negotiation tactic, to artificially delay
the conclusion of these chapter 11 cases, or to hold creditors
hostage to an unsatisfactory plan proposal. Rather, the Debtors
seek an extension of exclusivity so that they have sufficient time
to negotiate with their creditors and formulate a viable chapter 11
plan and adequate disclosure regarding same.
Further, an extension of the Exclusive Periods will not prejudice
the Debtors' stakeholders. On the contrary, an extension of the
Exclusive Periods will enable the Debtors to continue their Sales
Process without the distraction of a competing chapter 11 plan,
which will form the foundation for constructive negotiations with
stakeholders over a chapter 11 plan and stakeholder recoveries.
Allowing another party to propose a competing chapter 11 plan at
this juncture in the chapter 11 cases will only hamper the Debtors'
chances of negotiating a consensual plan with their stakeholders.
Thus, the Debtors believe that an extension of the Exclusive
Periods is in the best interest of the Debtors and their
stakeholders.
The Debtors' Counsel:
Clifford W. Carlson, Esq.
Gabriel A. Morgan, Esq.
Stephanie N. Morrison, Esq.
WEIL, GOTSHAL & MANGES LLP
700 Louisiana Street, Suite 3700
Houston, Texas 77002
Tel: (713) 546-5000
Fax: (713) 224-9511
Email: Gabriel.Morgan@weil.com
Clifford.Carlson@weil.com
Stephanie.Morrison@weil.com
- and -
Ray C. Schrock, Esq.
Candace M. Arthur, Esq.
David J. Cohen, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Tel: (212) 310-8000
Fax: (212) 310-8007
Email: Ray.Schrock@weil.com
Candace.Arthur@weil.com
DavidJ.Cohen@weil.com
About Steward Health Care
Steward Health Care System, LLC owns and operates the largest
private physician-owned for-profit healthcare network in the U.S.
Headquartered in Dallas, Texas, Steward's operations include 31
hospitals in eight states, approximately 400 facility locations,
4,500 primary and specialty care physicians, 3,600 staffed beds,
and nearly 30,000 employees. Steward Health Care provides care to
more than two million patients annually.
Steward and 166 affiliated debtors filed Chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024. 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.
STREAM TV: Trustee Taps SSG Advisors as Investment Banker
---------------------------------------------------------
William A. Homony, the Trustee for Stream TV Networks, Inc. and its
affiliate filed an amended application seeking approval from the
U.S. Bankruptcy Court for the Eastern District of Pennsylvania to
employ SSG Advisors, LLC, as his investment banker.
The firm's services include:
a. formulating a market strategy for a Transaction;
b. preparing a memorandum and presentations for use in the
Transaction process;
c. identifying and evaluating a refined targeted list of
potential strategic and/or financial acquirers ("Prospective
Acquirers");
d. initiating contact and arranging introductions with
Prospective Acquirers;
e. coordinating the receipt and comparison of any offers or
proposals forthcoming from Prospective Acquirers;
f. assessing and analyzing proposed Transaction valuations,
structures and related terms and conditions;
g. conducting an Auction, if necessary, under section 363 of
the Bankruptcy Code; and
h. negotiating and consummating definitive agreements,
including where appropriate, responding to the Companies'
reasonable requests for assistance in coordinating the due
diligence and transaction closing processes.
SSG will be compensated and reimbursed as follows:
A. Retainer Fee: a non-refundable retainer of $100,000 payable
upon the approval of SSG's formal retention by the Court (the
"Retainer") but not be applied to the fees of SSG until the final
fee application has been approved by Order of the Bankruptcy Court.
The Retainer paid by the Chapter 11 Trustee to SSG shall be fully
credited against the Sale Transaction Fee.
B. Sale Transaction Fee: Concurrent with and payable
immediately upon the closing of a Transaction, SSG shall receive a
cash fee (the "Transaction Fee") equal to the greater of $500,000
including any crediting of the Retainer Fee (the "Minimum
Transaction Fee"), or:
1. 5.0 percent of the Aggregate Transaction Value greater
than $150 million but less than $200 million, plus
2. 20 percent of the Aggregate Transaction Value greater
than $200 million but less than $225 million; plus
3. 10 percent of the Aggregate Transaction Value greater
than $225 million.
C. All reasonable out-of-pocket expenses incurred by SSG.
J. Scott Victor, a managing director at SSG Advisors, disclosed in
a court filing that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
J. Scott Victor
SSG Capital Advisors, LLC
300 Barr Harbor Drive, Suite 420
West Conshohocken, PA 19428
Phone: (610) 940-5802
Email: jsvictor@ssgca.com
About Stream TV Networks
Stream TV Networks Inc. develops technology intended to display
three-dimensional content without the use of 3D glasses.
Stream TV Networks sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Penn. Case No. 23-10763) on March 15,
2023. In the petition filed by Mathu Rajan, as director, the Debtor
reported assets between $500 million and $1 billion and estimated
liabilities between $10 million and $50 million.
The case is overseen by Honorable Bankruptcy Judge Magdeline D.
Coleman.
The Debtor is represented by Rafael X. Zahralddin-Aravena, Esq., at
Lewis Brisbois Bisgaard & Smith.
SUPREME ELECTRICAL: Wins Court Permission to Use Cash Collateral
----------------------------------------------------------------
Supreme Electrical Services, Inc., sought and obtained authority
from the U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, to use cash collateral in order to maintain
operations during its Chapter 11 bankruptcy.
In its request, the Debtor emphasizes the urgent need to access
cash to ensure continued business operations, meet payroll
obligations, and cover essential administrative expenses following
the Chapter 11 filing on September 12, 2024.
The Debtor has approximately $14,320.78 in cash on hand, alongside
projected cash flow from operations and proposed
debtor-in-possession financing. The total secured claims against
the Debtor amount to around $2.09 million, with Southstar Capital's
claim being approximately $925,526.39. Additionally, the Debtor
faces roughly $1.65 million in unsecured claims.
To protect the interests of Southstar and other secured creditors,
the Debtor will grant valid and perfected liens on collateral and
fulfilling certain reporting obligations. This adequate protection
aims to prevent any loss in value of the creditors' interests
during the bankruptcy process. The motion also requested limited
modifications of the automatic stay to facilitate the necessary
transactions outlined in the interim order.
The Debtor says immediate access to cash collateral is vital for
preventing disruption in operations and preserving the estate's
value. Using cash collateral according to a detailed budget will
allow the Debtor to fund its Chapter 11 case while pursuing a
restructuring plan.
The Debtor's counsel may be reached at:
Michael P. Ridulfo, Esq.
KANE RUSSELL COLEMAN LOGAN PC
5151 San Felipe
Houston TX 77056
Tel: 713-425-7442
Email: mridulfo@krcl.com
About Supreme Electrical Services Company
Supreme Electrical Services, based in Houston, Texas, specializes
in electrical contracting and services. Founded in 2010, the
company has built a reputation for delivering high-quality
electrical installations, repairs, and maintenance for both
commercial and residential clients. With a commitment to safety and
compliance with industry standards, Supreme Electrical Services
focuses on customer satisfaction and efficient solutions tailored
to diverse client needs. The company's experience and dedication
make it a trusted provider in the electrical services sector.
The Debtor sought protection under the Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Texas Case No. 24-90504) on September
15, 2024, with $1 million to $10 million in assets and $1 million
to $10 million in liabilities. Christian Schwartz, president,
signed the petition.
The Hon. Christopher M. Lopez presides over the case.
Michael P. Ridulfo, Esq., at Kane Russell Coleman Logan PC,
represents the Debtor as legal counsel.
SYCAMORE GARDENS: Files for Chapter 11 Bankruptcy
-------------------------------------------------
Sycamore Gardens LLC filed Chapter 11 protection in the Southern
District of Texas. 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.
About Sycamore Gardens
Sycamore Gardens LLC is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
Sycamore Gardens LLC sought relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-34116) on Sept. 3,
2024. In the petition filed by Mitchell Steiman, as manager, the
Debtor reports estimated assets between $500,000 and $1 million and
estimated liabilities between $1 million and $10 million.
The Debtor is represented by:
Reese Baker, Esq.
BAKER & ASSOCIATES
950 Echo Ln Ste 300
Houston TX 77024-2824
Email: courtdocs@bakerassociates.net
TA PARTNERS: Unsecureds Will Get 100% of Claims in Plan
-------------------------------------------------------
TA Partners Apartment Fund II LLC filed with the U.S. Bankruptcy
Court for the Central District of California a Disclosure Statement
describing Plan of Reorganization dated August 19, 2024.
The Debtor is an investment fund organized for the purpose of
carrying on the business of, among other things, purchasing,
owning, managing, and developing the Property.
The Debtor has secured land entitlements for the Property, which
the Debtor seeks to develop into a large multi-family apartment
complex. As reflected on the Debtor's Schedules, the Debtor's
Assets consist of the Property with a stated appraised value of
$124,000,000 and a 95% ownership interest in Revofast that the
Debtor acquired in October 2021 for $4 million.
The Debtor originally estimated in its Bankruptcy Schedules that
the value of its ownership interest in Revofast was $2,000,000.
Based on the recent announcement involving FinTech, the Debtor is
in the process of obtaining more current information to better
assess the likely redemption amount it can expect to receive on
account of its ownership interest in Revofast as a result of the
dissolution of FinTech.
Unfortunately, the Debtor was not advised on its U.S. Trustee
compliance obligations. As a result, on April 18, 2024, the case
was dismissed. Hankey rescheduled the Trustee Sale for May 20,
2024. The Debtor then retained its current counsel (WGH) to File on
the Petition Date a voluntary petition for relief in order to stay
the foreclosure and enable the Debtor to effectuate a
reorganization and/or sale of the Property.
Class 3.1 consists of all Convenience Claims under this Plan. Each
Holder of Allowed Convenience Claim thereof shall receive (a)
Available Cash in an amount equal to the due and unpaid portion of
such Allowed Convenience Claim on or as soon thereafter as
reasonably practicable the later of (i) the Effective Date or (ii)
the date such Allowed Convenience Claim becomes due in the ordinary
course of business in accordance with the terms and conditions of
the particular transaction, contract, or other agreement giving
rise to such Allowed Convenience Claim; (b) such other treatment to
render such Allowed Convenience Claim unimpaired under Section 1124
of the Bankruptcy Code; or (c) such other treatment as such Holder
may agree to or otherwise permitted by Section 1129(a)(9) of the
Bankruptcy Code.
Class 3.2 consists of Holders of General Unsecured Claims, in the
approximate amount of $418,071.92. The treatment of this Class
under this Plan shall be as follows:
* Class 3.2 is impaired under this Plan and entitled to vote
to accept or reject this Plan;
* Except to the extent that a Holder of an Allowed General
Unsecured Claim agrees to less favorable treatment, and to the
extent such Allowed General Unsecured Claim has not already been
paid in full during the Chapter 11 Case, in full and final
satisfaction, settlement, release, and discharge of, and in
exchange for each Allowed General Unsecured Claim, the Allowed
General Unsecured Claims will be paid with Net Sales Proceeds from
a sale of the Debtor's interest in Revofast remaining only after
all Claims of higher priority against the Revofast sale proceeds
have been paid in full in accordance with the terms of this Plan;
and
* Payment shall be made on the later of or as soon thereafter
as reasonably practicable (i) ninety days after the Effective Date,
(ii) the date such Claim becomes Allowed, due and payable, or (iii)
such other date as may be ordered by the Bankruptcy Court.
Class 4.1 consists of all Interests of the Debtor. The Holders of
Interests shall not receive any Distributions from the Debtor on
account of such Allowed Interest until all Claims of higher
priority have been paid in full in accordance with the terms of
this Plan or the Holder(s) of such higher priority Claim(s) have
settled, waived or released their Claim(s) against the Debtor.
The Debtor shall make all payments due under this Plan to Holders
of Allowed Claims from a combination of the Assets, Available Cash,
Refinance Proceeds or Net Sales Proceeds from a refinance or sale
of the Property, and the Avoidance Actions Recoveries, if any. The
Debtor's ability to make all payments due under this Plan is based
upon the Debtor's Cash on hand, and the anticipated value realized
from the sale of the Property.
The liquidation analysis shows the liquidation value of the
Debtor's Assets, under a hypothetical Chapter 7 proceeding will
yield no Distribution to Holders of General Unsecured Claims. In
contrast, under this Plan, the Debtor believes that a combination
of the Available Cash, and the other Assets, will result in all
Creditors being paid in full, including a 100% Distribution to
Class 3.2 Allowed General Unsecured Claims.
Accordingly, as confirmation of this Plan will yield a
substantially higher return to Holders of Allowed General Unsecured
Claims than if the Case was converted to a Chapter 7 (and
certainly, at least as much as would be realized in a Chapter 7
liquidation, which is the statutory minimum requirement), than if
the Case was converted to a Chapter 7, the Debtor satisfies the
best interest of creditors test.
A full-text copy of the Disclosure Statement dated August 19, 2024
is available at https://urlcurt.com/u?l=6ULT7l from
PacerMonitor.com at no charge.
General Insolvency Counsel for the Debtor:
Garrick A. Hollander, Esq.
Matthew J. Stockl, Esq.
Winthrop Golubow Hollander, LLP
1301 Dove Street, Suite 500
Newport Beach, CA 92660
Telephone: (949) 720-4100
Facsimile: (949) 720-4111
Email: ghollander@wghlawyers.com
mstockl@wghlawyers.com
About TA Partners Apartment Fund II LLC
TA Partners is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)).
TA Partners Apartment Fund II LLC, a California limited liability
company, filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11279) on May
20, 2024, listing $100 million to $500 million in assets and $10
million to $50 million in liabilities. The petition was signed by
Johnny Lu as authorized representative.
Judge Theodor Albert presides over the case.
Garrick A. Hollander, Esq. at WINTHROP GOLUBOW HOLLANDER, LLP
represents the Debtor as counsel.
TERRAFORM LABS: DOJ Slams Bankruptcy Plan
-----------------------------------------
Evan Ochsner of Bloomberg Law reports that Terraform Labs Pte.'s
liquidation plan contains expansive liability protections that
exceed the limits of bankruptcy law, the Justice Department's
bankruptcy watchdog said.
Under Third Circuit precedent, parties that receive liability
releases need to make a substantial contribution to the debtor's
bankruptcy plan, the US Trustee said. But Terraform's plan releases
people in positions that won't even exist until after its
bankruptcy plan becomes effective, including a plan administrator
and a wind down trustee.
Unless the US Bankruptcy Court for the District of Delaware
determines those parties made a substantial contribution, the
proposed releases can't be approved as part of the plan, the US
Trustee said in a Thursday objection.
Terraform, a fallen digital asset firm, filed Chapter 11 in January
after saying it couldn't pay penalties sought by federal
regulators. In June, it agreed to pay $4.47 billion to resolve a US
Securities and Exchange Commission lawsuit over the firm's 2022
collapse.
The plan's exculpation provisions, which provide liability
protections for people who worked on the bankruptcy, are also
overly broad because they cover an advisory board that won't be
formed until after the plan's effective date, according to the
objection. The Third Circuit has held that exculpation provisions
can only cover conduct during bankruptcy, the US Trustee said.
"The Plan's definition of Exculpated Parties is inconsistent with
controlling case law because it is not limited to estate
fiduciaries," the US Trustee, which frequently objects to liability
protection provisions in bankruptcy plans, said.
Further, Terraform itself acknowledged that it isn't entitled to a
discharge barring debt collections, and discharges aren't permitted
in liquidation plans, the US Trustee said. But Terraform’s plan
contains an injunction that would act as an impermissible
discharge, according to the objection.
"The Debtors should not be able to achieve something that is
expressly prohibited," the trustee said.
Lawyers for Terraform didn't immediately respond to a request for
comment.
Terraform is represented by Weil, Gotshal & Manges LLP and Richards
Layton & Finger, PA.
About Terraform Labs
Terraform Labs Pte. Ltd. -- https://www.terra.money -- is a startup
that created Terra, a blockchain protocol and payment platform used
for algorithmic stablecoins. It was co-founded by Do Kwon and
Daniel Shin in 2018 in Seoul, South Korea.
Terraform Labs introduced its first cryptocurrency token, TerraUSD,
in 2019. Investment firms like Arrington Capital, Coinbase
Ventures, Galaxy Digital, and Lightspeed Venture Partners helped
Terraform Labs raise more than $200 million.
The collapse of the stablecoins TerraUSD (UST) and Luna in May 2022
caused the temporary suspension of the Terra network, wiping out
over $45 billion in market capitalization in a single week.
Both of Terra Form Labs' founders have encountered legal problems
as a result of the devaluation of the company's currency. In
September 2022, South Korean prosecutors filed a warrant for Do
Kwon's arrest. He was also added to Interpol's Red Notice list,
which urges other law enforcement to find and detain him.
Terraform Labs Pte. Ltd. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-10070) on Jan. 22,
2024. In the petition filed by Chris Amani, as chief executive
officer, the Debtor estimated assets and liabilities between $100
million and $500 million each.
The Debtor tapped Richards, Layton & Finger, P.A. as local counsel;
Weil, Gotshal & Manges LLP as attorney; Dentons US LLP as special
litigation counsel; WongPartnership LLP as special foreign counsel;
and Alvarez & Marsal North America, LLC as financial advisor.
THUNDER GENERATION: S&P Assigns Prelim 'BB-' Rating on Term Loan B
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' preliminary rating and '1'
recovery rating to Thunder Generation Funding LLC's (Thunder or the
project) proposed $1.6 billion seven-year term loan B (TLB).
Thunder will use proceeds to repay about $1.05 billion existing
debt at the subsidiary level, pay a distribution to equity of about
$500 million, and pay transactions costs. The preliminary rating is
subject to its review of the terms and conditions of the final
issuance documents.
S&P said, "The '1' recovery rating indicates our expectation for
very high (90%-100%; rounded estimate: 90%) recovery in a default
scenario.
"The stable outlook reflects our expectation that Thunder would
generate at least a minimum debt service coverage ratio (DSCR) of
1.46x through the project's life, which includes the
post-refinancing period (2031-2044). Based on our view of the
current market environment, we project a TLB balance of about $765
million at maturity in 2031."
Project Description And Key Credit Factors
Thunder is a five-asset combined-cycle gas turbine, combustion
turbine, and steam turbine power portfolio with 4,204 megawatts
(MW) of nameplate capacity in Ohio, Pennsylvania, and Texas. It
comprises the Hummel power project (1,124 MW) in Shamokin Dam, Pa.;
the Rolling Hills power project (1,023 MW) in Wilkesville, Ohio;
the Jack County power project (1,252 MW) in Bridgeport, Texas; the
Johnson County power project (267 MW) in Cleburne, Texas; and the
R.W. Miller power project (538 MW) in Palo Pinto, Texas.
Hummel and Rolling Hills sell capacity, energy, and ancillary
services to the Pennsylvania-New Jersey-Maryland Interconnection's
(PJM) Mid-Atlantic Area Council (MAAC) and Regional Transmission
Organization (RTO), respectively. Jack, Johnson, and R.W. Miller
sell energy and ancillary services to the Electric Reliability
Council of Texas (ERCOT), particularly to the ERCOT North region.
Key strengths
-- Multi-asset portfolio project with exposure to two power
markets provides a key differentiation compared with single-asset
facilities due to operational redundancy that mitigates against
potential event risks.
-- Thunder's dual-fuel assets add flexibility during potential
extreme weather conditions.
-- PJM assets sell forward capacity to the PJM power market, which
is the largest and most liquid in the U.S. Capacity payments
provide near-term cash flow visibility.
-- ERCOT is supportive of gas-fired plants with access to cheap
fuel. In recent years, power generators were able to realize higher
spark spreads due to extreme weather events.
Key risks
-- Exposure to merchant energy revenues, which represent an
average of 65% of cash flows throughout S&P's forecast. The project
does not benefit from any contractual sales, which essentially
exposes its profitability and cash generation to market-related
forces. Power prices are difficult to predict, especially for the
ERCOT market, and can exhibit volatility due to demand and supply
dynamics, weather conditions, and secular industry changes, adding
uncertainty to cash flows and forecasts.
-- The age of the assets varies, and several (including peaking
assets) may retire by 2040. Therefore, the project would rely on
fewer assets to generate cash flow to repay debt toward the end of
its useful life. If cash flow is weaker than expected early in the
project's life, the project--as currently constructed--might face
issues repaying debt in later years.
-- Consistent with 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 market conditions at that
time.
Rating Action Rationale
The multi-asset portfolio project benefits from the diversification
of technologies and two distinctive markets. Thunder's 4.2
gigawatts portfolio benefits from diversification, which mitigates
concentration and event risks, unlike single-asset projects that
rely on one fuel type and market for revenue. This five-asset
project comprises three combined-cycle gas turbines (CCGTs) and two
peaking facilities with proven technology across two ISO markets,
ERCOT and PJM.
About half of Thunder's asset capacity is in ERCOT, with the rest
in PJM, providing geographical diversity. In both markets, Thunder
operates CCGTs and peaking power plants, which enhances operational
flexibility. The CCGTs are supported by peaking facilities within
their respective ISOs, especially during hedged periods, when these
facilities offer backup generation to mitigate potential losses. In
addition, the Johnson and R.W. Miller facilities have dual-fuel
capabilities, allowing them to operate on either natural gas or
fuel oil, mitigating service interruptions from resource
distribution issues.
S&P factors Thunder's diversification advantage into its analysis
of the project's performance risk, resulting in a positive
performance-redundancy assessment.
S&P said, "The stable outlook reflects our expectation that Thunder
would generate at least a minimum DSCR of 1.46x through the
project's life, which includes the post-refinancing period
(2031-2044). Based on our view of the current market environment,
we project a TLB balance of about $765 million at maturity in
2031.
"We would consider a negative rating action if Thunder is unable to
maintain a minimum DSCR of 1.40x on a sustained basis. This could
result from lower-than-expected capacity factors, weaker energy
margins, downward pressure on capacity prices, and operational
issues and economic factors, such as forced outages and lower plant
availability, and dispatch. We could also consider a negative
rating action if the project's cash flow sweeps were materially
lower than our forecast, which would ultimately lead to a
higher-than-expected debt balance at maturity, and consequently a
weaker minimum DSCR, absent any other mitigating factors.
"Although unlikely during our outlook period, we would consider an
upgrade if we believed Thunder could achieve a minimum DSCR of at
least 1.8x on a sustained basis, including the refinancing period.
This outcome would largely be a function of highly favorable
business conditions, which would lead to widening spark spreads, or
higher-than-expected capacity pricing."
TIME OUT PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Time Out Properties, LLC
401 E. Las Olas Blvd, Ste 130-161
Fort Lauderdale, FL 33301
Business Description: Time Out is a holding company that owns
100% of the equity in each of Prairie
Knolls, Grand Valley MHP, LLC, and Rolling
Acres MHC, LLC, each of which own and
operate a mobile home park.
Chapter 11 Petition Date: September 20, 2024
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 24-19722
Judge: Hon. Scott M Grossman
Debtor's Counsel: Bradley S. Shraiberg, Esq.
SHRAIBERG PAGE PA
2385 NW Executive Center Dr
Suite 300
Boca Raton, FL 33431
Tel: 561 443 0800
Fax: 561 998 0047
E-mail: bss@slp.law
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Neil Carmichael Bender, II as manager.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/U77JYZI/Time_Out_Properties_LLC__flsbke-24-19722__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. 21st Communities, Inc. Unknown
Attn: Manager, Officer, Agent
P.O. Box 220
Knoxville, TN
37901-0220
2. 21st Mortgage Corporation Unknown
Attn: Ann Wilkins
620 Market Street,
Suite 100
Knoxville, TN 37902
3. Affordable Resorts, LLC
Unknown
Attn: Manager, Officer, Agent
664 Ben Greene
Industrial Park Dr
Elizabethtown, NC
28337-9800
4. Alan Thompson Unknown
Thompson, Price,
Scott & Company, PA
1001 Winstead Dr
Suite 255
Cary, NC 27513
5. American Express Settlement $87,867
Travel Related
Services Company, Inc.
200 Vesey Street
New York, NY 10280
6. Austin Shapiro Unknown
31550 Northwestern
Hwy, Suite 220
Farmington, MI
48334
7. Bayside MHC, LLC Unknown
Attn: Manager, Officer, Agent
401 East 11th St
Lumberton, NC
28358-4807
8. Bladen County Tax Office
Unknown
Attn: Manager, Officer, Agent
201 East King St
Elizabethtown, NC
28337
9. Blake Y. Boyette Unknown
Buckmiller, Boyette
& Frost, PLLC
4700 Six Forks Rd
Suite 150
Raleigh, NC
27609-5288
10. Brendan A. Potts Unknown
2400 Catalina Lane
Springfield, IL
62702-1105
11. Brittany Court MHP, LLC Unknown
Attn: Manager, Officer, Agent
1030 North Grand
Ave West
East Building
Springfield, IL
62702-4040
12. CHC TN, LLC Unknown
Attn: Manager
3340 Lake View Dr
Knoxville, TN
37919-6667
13. First Insurance $22,355
Funding (Stetson)
450 Skokie Blvd, Ste 1000
Northbrook, IL
60062-7917
14. Greenstate Credit Union Unknown
Attn: Nate Christie
1805 John F.
Kennedy Rd
Dubuque, IA 5200
15. M&T Realty Capital Corporation Unknown
Attn: Wendy LeBlanc, VP
One Light Street,
12th Floor
Baltimore, MD 21201
16. Northpoint Commercial Finance - TOC Unknown
PO Box 731751
Dallas, TX
75373-1751
17. StanCorp Mortgage $211,316
Investors, LLC
Attn: Tanya Green
147 Wappoo Creek
Drive, Suite 603
Charleston, SC 29412
18. Top Park Maintenance $30
Attn: Manager, Officer, Agent
401 East 11th St
Lumberton, NC
28358-4807
19. Triad Financial Services, Inc. $19,652
Attn: Insurance Department
13901 Sutton Park
Drive South, Ste 300
Jacksonville, FL 32224
20. Wells Fargo Elite Card $57,058
PO Box 77066
Minneapolis, MN
55480-7766
TIMEKEEPERS INC: Seeks Court Approval to Use Cash Collateral
------------------------------------------------------------
Timekeepers Inc., asks the U.S. Bankruptcy Court for the Western
District of Texas, San Antonio Division, for authority to use cash
collateral for its operations and to manage its business
effectively during the bankruptcy proceedings.
The Debtor had several creditors which held a security interest in
the cash collateral at the time of the bankruptcy filing. The
creditors, listed in the order of priority below, have a blanket
security interest in all of the Debtor's assets including but not
limited to cash and account receivables:
Cash Collateral Creditor Amount Owed
------------------------ -----------
Advanced Business Capital Inc. $29,200
U.S. Small Business Administration $1,879,513
Fundi Merchant Funding $162,500
NewCo Capital Group VI LLC $265,180
Cloudfund LLC $121,420
E Advance Services $178,700
Advance Servicing Inc. $60,025
The Debtor had approximately $0.00 in its bank account but
$758,939.00 in accounts receivable, of which $307,992.00 is now
available in its Debtor-in-Possession account. The receivables were
generated by former employees and independent contractors, and the
Debtor seeks to use cash collateral to pay them, with approval from
the U.S. Small Business Administration.
The Debtor seeks authority under 11 U.S.C. Sec. 363(c)(2)(B) to use
the cash collateral of the Cash Collateral Creditors to pay the
former employees and independent contractors that generated the
account receivables for the Debtor. The Debtor has insufficient
other unencumbered cash resources, and has been unable to obtain
sufficient post-petition credit to administer its business other
than pursuant to Sec. 363.
About Timekeepers Inc.
Timekeepers Inc. is an appliance store in Texas.
Timekeepers Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-51101) on June 11,
2024. In the petition signed by Shawn Fluitt, as president, the
Debtor reports estimated assets up to $50,000 and estimated
liabilities between $1 million and $10 million.
The Hon. Bankruptcy Judge Michael M. Parker handles the case.
The Debtor's counsel can be reached at:
Morris E. "Trey" White III, Esq.
VILLA & WHITE LLP
100 NE Loop 410 #615
San Antonio, TX 78213
Tel: (210) 225-4500
Email: treywhite@villawhite.com
TOP PARK: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Top Park Services, LLC
f/d/b/a Brando Management Services, LL
401 E. Las Olas Blvd, Ste 130-161
Fort Lauderdale, FL 33301
Business Description: Top Park provides property management
services and employees for Prairie
Knolls, Grand Valley MHP, LLC, and Rolling
Acres MHC, LLC.
Chapter 11 Petition Date: September 20, 2024
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 24-19720
Judge: Hon. Scott M Grossman
Debtor's Counsel: Bradley S. Shraiberg, Esq.
SHRAIBERG PAGE PA
2385 NW Executive Center Dr
Suite 300
Boca Raton, FL 33431
Tel: 561-443-0800
Email: bss@slp.law
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Neil Carmichael Bender, II, as manager.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/UJLPQKQ/Top_Park_Services_LLC__flsbke-24-19720__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. 21st Mortgage Corporation Unknown
Attn: Ann Wilkins
620 Market Street,
Suite 100
Knoxville, TN 37902
2. Ascentium Capital $63,067
#3059
PO Box 11407
Birmingham, AL
35246-3059
3. Ascentium Capital $23,165
#3059
PO Box 11407
Birmingham, AL
35246-3059
4. Bank United $20,230
Attn: Manager
7815 NW 148th Street
Miami Lakes, FL
33016
5. Bender Apparel & Signs, Inc. $23,581
8400 US HWY 17
Pollocksville, NC 28573
6. East Coast Modular $103,733
Home Builders LLC
4538 Old Allenton Road
Lumberton, NC 28358
7. Elan Visa - Time Out LTD $104,892
PO Box 790408
Saint Louis, MO
63179
8. Johnny Carroll $34,781
109 Cupid Court
North Augusta, SC
29860
9. Littleton Storm & $52,200
Timber Services, Inc
1615 Sugar Hollow Road
Jacksonville, IL 62650
10. Metron Sustainable $25,551
Services, Inc
5665 Airport Blvd,
Suite 105
Boulder, CO 80301
11. Navitas Credit Corp $33,195
PO Box 935204
Atlanta, GA
31193-5204
12. Navitas Credit Corp $23,616
PO Box 935204
Atlanta, GA
31193-5204
13. Navitas Credit Corp $87,612
PO Box 935204
Atlanta, GA
31193-5204
14. Navitas Credit Corp $67,052
PO Box 935204
Atlanta, GA
31193-5204
15. Navitas Credit Corp $43,127
PO Box 935204
Atlanta, GA
31193-5204
16. Northpoint Unknown
Commercial Finance - TOC
PO Box 731751
Dallas, TX
75373-1751
17. Quality Equipment $26,936
2214 N Main Street
Fuquay Varina, NC
27526
18. Right Edge Lawn Care Inc $22,500
3213 Saint Francis Dr
Springfield, IL 62703
19. Style Crest, Inc. $21,788
PO Box 8673
Carol Stream, IL
60197-8673
20. Thompson, Price, Professional Fees $240,320
Scott, Adams & Co., PA
P.O. Box 398
1626 S. Madison St
Whiteville, NC 28472
TUPPERWARE BRANDS: Sept. 26 Deadline Set for Panel Questionnaires
-----------------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy cases of Tupperware Brands
Corporation, 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/5yhy7zp2 and return by email it to
Timothy Fox - timothy.Fox@usdoj.gov - at the Office of the United
States Trustee so that it is received no later than Sept. 26,
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 Tupperware Brands
Tupperware Brands Corporation (NYSE: TUP) --
https://www.tupperwarebrands.com/ -- is a global consumer products
company that designs innovative, functional, and environmentally
responsible products. Founded in 1946, Tupperware's signature
container created the modern food storage category that
revolutionized the way the world stores, serves, and prepares food.
Today, this iconic brand has more than 8,500 functional design and
utility patents for solution-oriented kitchen and home products.
The company distributes its products into nearly 70 countries,
primarily through independent representatives around the world.
Tupperware Brands sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-12166) on Sept. 17,
2024. In the bankruptcy petition, Tupperware reported more than
$1.2 billion in total debts and $679.5 million in total assets.
Kirkland & Ellis LLP is serving as legal advisor to Tupperware,
Moelis & Company LLC is serving as the Company's investment banker,
and Alvarez & Marsal is serving as the Company's financial and
restructuring advisor. Epiq is the claims agent and has put up the
page https://dm.epiq11.com/Tupperware
TWELFTH FLOOR: Case Summary & Two Unsecured Creditors
-----------------------------------------------------
Debtor: Twelfth Floor, LLC
Renton, WA 98056
Business Description: The sole asset of the Debtor is its wholly-
owned membership interests in Hotel at
Southport, LLC, a Delaware limited liability
company, which owns the real property and
improvements comprising an operating hotel
commonly known as the Hyatt Regency Lake
Washington, located in Renton, Washington.
Chapter 11 Petition Date: September 20, 2024
Court: United States Bankruptcy Court
Eastern District of Washington
Case No.: 24-01521
Debtor's Counsel: James L. Day, Esq.
BUSH KORNFELD LLP
601 Union St., Suite 5000
Seattle, WA 98101-2373
Tel: (206) 292-2110
Fax: (206) 292-2104
Email: jday@bskd.com
Total Assets: $0
Total Liabilities: $41,147,151
The petition was signed by Michael Christ as member and CEO.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/SB4RXBA/Twelfth_Floor_LLC__waebke-24-01521__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Two Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Cai et al v Christ et Lawsuit $0
al Plaintiffs
c/o Reid & Wise LLC
One Penn Plaza,
Suite 2015
New York, NY 10119
2. WF CREL 2020 $41,147,151
Grantor Trust
c/o Waterfall Asset
Management
1251 Ave of the
Americas, Flr 50
New York, NY 10020
VESTOGE FREDERICK: Property Sale Proceeds to Fund Plan
------------------------------------------------------
Vestoge Frederick MD, LLC, filed with the U.S. Bankruptcy Court for
the District of Maryland a Disclosure Statement for Plan of
Reorganization dated August 19, 2024.
The Debtor is a Maryland limited liability company with its
corporate headquarters located in Ashburn, Virginia. The Debtor
owns various subdivided building lots located in the City of
Frederick, Maryland (the "Property").
On or about September 1, 2023, Romney, as lender, Vestoge Ventures
LLC, the Debtor's managing member, as borrower, the Debtor, as
hypothecator, and certain of the Debtor's principals, as
guarantors, entered into a Business Loan Agreement (together with
related transaction documents, the "Romney Loan Agreement"),
pursuant to which Romney agreed to lend up to $1,795,961.00 to
Vestoge Ventures pursuant to a Commercial Promissory Note (the
"Romney Note").
The events precipitating this chapter 11 filing are a combination
of economic factors, including inflation and increased building
costs, exceeded budgets, the entry of the Snyder Mechanic's Lien,
and the impracticability of proceeding under the Drees Agreement.
This reorganization proceeding was filed for the purpose of
rejecting the Drees Agreement and the Devlan Agreement, avoiding
the Snyder Mechanic's Lien, restructuring the Romney debt, and
negotiating a potential transaction with Drees or finding another
partner to develop the Property, or, alternatively, selling the
Property free and clear of liens, claims, and encumbrances.
The Plan will allow the Debtor to sell the Property and make prompt
distributions to Creditors. The Plan will result in Creditors
receiving a recovery on equal or more favorable terms than if the
Debtor's assets were liquidated under Chapter 7 of the Bankruptcy
Code and distributed in accordance with the statutory scheme of
priorities contained in the Bankruptcy Code, and a recovery by
holders of Interests in the Debtor.
Class 6 consists of General Unsecured Claims. In full and complete
satisfaction, discharge, and release of the Class 6 Claims,
following the payment in full of all Administrative Expense Claims,
including Professional Fee Claims, Allowed Priority Claims, Allowed
Priority Tax Claims, Allowed Class 1 Claims, Allowed Class 2
Claims, Allowed Class 3 Claims, Allowed Class 4 Claims, and Allowed
Class 5 Claims, the holders of the Allowed Class 6 Claims shall
receive their Pro Rata share of remaining proceeds from the sale of
the Property.
The distribution to Holders of Allowed Class 6 Claims shall be made
no later than the later of (i) thirty days after the Effective Date
or (ii) the date that is thirty days after the date such General
Unsecured Claim is Allowed. Class 6 is unimpaired by the Plan.
On the Effective Date, each Interest in the Debtor shall be
cancelled. To the extent that any proceeds from the sale of the
Property exist after satisfaction of all Allowed Class 6 Claims,
the holders of the Allowed Class 7 Interests shall receive their
Pro Rata share of remaining proceeds from the sale of the Property.
The distribution to Holders of Allowed Class 7 Interests shall be
made no later than thirty days after the Effective Date.
The Debtor shall seek to sell the Property. Except as otherwise
provided in the Plan, on the Effective Date, by virtue of the
Confirmation of the Plan, the Estate Assets shall vest in the
Reorganized Debtor, free and clear of all liens, claims, or
encumbrances.
The sources for funding of the Plan shall include, but shall not be
limited to, the sale of the Property.
A full-text copy of the Disclosure Statement dated August 19, 2024
is available at https://urlcurt.com/u?l=MXnh6b from
PacerMonitor.com at no charge.
Vestoge Frederick MD, LLC is represented by:
Brent C. Strickland, Esq.
WHITEFORD, TAYLOR & PRESTON L.L.P.
111 Rockville Pike, Suite 800
Rockville, MD 20852
Tel: (410) 347-9402
E-mail: bstrickland@whitefordlaw.com
About Vestoge Frederick MD
Vestoge Frederick MD, LLC, is engaged in activities related to real
estate.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 24-10536) on January 22,
2024, with $10 million to $50 million in assets and $1 million to
$10 million in liabilities. Ramesh Kalwala, Member Vestoge
Frederick MD, LLC, signed the petition.
Brent C. Strickland, Esq. at WHITEFORD, TAYLOR & PRESTON L.L.P.
represents the Debtor as legal counsel.
VISION CAPITAL: Sec. 341(a) Meeting of Creditors on Oct. 3
----------------------------------------------------------
Vision Capital Holdings Ltd. Co. filed Chapter 11 protection in the
Northern District of Georgia. 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
Oct. 3, 2024 at 3:00 p.m. in Room Telephonically on telephone
conference line: 888-902-9750. participant access code: 9635734.
About Vision Capital
Vision Capital Holdings Ltd. Co. sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-59271) on
September 3, 2024. In the petition signed by Julia Burton, as
managing member, the Debtor reports estimated assets and
liabilities between $1 million and $10 million each.
The Debtor is represented by:
Theodore N. Stapleton, Esq.
THEODORE N. STAPLETON, PC
2802 Paces Ferry Road, SE
Suite 100-B
Atlanta, GA 30339
Tel: 770-436-3334
Fax: 404-935-5344
Email: tstaple@tstaple.com
VMR CONTRACTORS: Unsecureds to Recover 5% to 10% over 5 Years
-------------------------------------------------------------
VMR Contractors, Inc., submitted a Fourth Amended Small Business
Plan under Subchapter V dated August 16, 2024.
This Plan of Reorganization proposes to pay creditors of the Debtor
from future revenues generated by the Debtor's business.
This Plan under chapter 11 of the Bankruptcy Code proposes to pay
the Debtor's creditors from cash flow from operations. The Plan
provides that all administrative creditors will be paid in full on
the Effective Date of the Plan (which is 90 days after the Order
confirming the Plan is a final Order) unless otherwise agreed.
This Plan provides for one class of priority unsecured claims, four
classes of secured claims, one class of non-priority unsecured
claims, and one class of equity interest Holders.
Non-priority unsecured creditors holding allowed claims will
receive a pro rata share of the Unsecured Creditor Payment over a
period of 5 years. The estimated recovery for unsecured creditors
is difficult to assess at this time and will total anywhere from 5%
recovery to 10% depending on the Debtor's performance post
confirmation. This Plan provides for payment of priority claims
under Section 507(a)5) of the Bankruptcy Code will be paid on the
effective date. This Plan also provides for the payment of other
priority claims over seven years.
Class 4 consists of Old National Secured Claim. The Class claim is
secured by the home of Vincent Roberson Debtor's Home and the
Debtors assets. In full satisfaction of Old National's secured
claim, the Holder thereof will receive 60 equal monthly payments
with interest at the rate of 85% per annum. The Debtor may pre-pay
the allowed Class 3 claim or enter into a compromise with the
Holder of the Class 3 claim.
Class 5 consists of the U.S. Bank Secured Claim. In full
satisfaction of U.S. Bank's secured claim, the Holder thereof will
receive 32 equal monthly payments with interest at the rate of 5%
per annum. The Debtor may pre-pay the allowed Class 5 claim or
enter into a compromise with the Holder of the Class 5 claim.
Class 6 consists of General Unsecured Creditors. Class 6 the
general unsecured creditors will receive a pro rata share of the
Unsecured Creditor Payment estimated at 5% recovery to 10%
depending on whether and to what extent the claim of Paschen Claim
is allowed. The claim will be paid over 5 years.
Southwind filed a proof of claim of $281,217.61 as claim number 10,
allegedly relating to certain prepetition receivable loans to the
Debtor. It is unclear from their claim why they assert the claim as
secured as the all the Debtor's assets were fully secured by more
senior claimants (IRS and Old National Bank) The Debtor disputes
the claim in that (1) it is not secured as all of its collateral is
subject to senior secured claims; and (2) there is no assets of the
Debtor to support this claim. This claimant will receive a pro rata
share of the Unsecured Creditor Payment in Class 6.
From and after the Plan's effective date, the Reorganized Debtor
shall take all steps and execute all documents necessary to
effectuate the Plan.
A full-text copy of the Fourth Amended Plan dated August 16, 2024
is available at https://urlcurt.com/u?l=HIKO1O from
PacerMonitor.com at no charge.
Counsel for the Debtor:
O. Allan Fridman, Esq.
555 Skokie Blvd., Suite 500
Northbrook, IL 60062
Telephone: (847) 412-0788
Email: allan@fridlg.com
About VMR Contractors
VMR Contractors is in the business of supplying and installing
rebar for road construction projects. The Debtor sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
22-14211) on Dec. 8, 2022. In the petition signed by Vincent
Roberson, president, the Debtor disclosed up to $1 million in
assets and up to $10 million in liabilities.
Judge Benjamin Goldgar oversees the case.
William J. Factor, Esq., at Factor Law, is the Debtor's legal
counsel.
W.F. JACKSON: Plan Exclusivity Period Extended to Oct. 31
---------------------------------------------------------
Judge Robert M. Matson of the U.S. Bankruptcy Court for the Middle
District of Georgia extended W.F. Jackson Construction Co., Inc.'s
exclusive periods to file a plan of reorganization and obtain
acceptance thereof to October 31 and December 31, 2024,
respectively.
As shared by Troubled Company Reporter, the Debtor believes it has
reasonable prospects for filing a viable plan. However, it needs
additional time to formulate and negotiate a plan and prepare the
required adequate information. Debtor's request for additional time
is warranted as Debtor has proven to be an active and effective
debtor-in-possession.
The Debtor explains that it is generally paying its post-petition
debts as they come due and believes it will have sufficient cash to
continue paying its post-petition obligations as they come due.
Debtor is also satisfying its non-financial obligations, including
its obligations to file monthly operating reports. Debtor's
performance in this regard supports its request for extension,
further reducing potential risk to the reorganization process (and
administrative creditors) if the extensions are granted.
The Debtor asserts that it is in the best position to move this
case forward because only Debtor has a fiduciary duty to act in the
best interests of the bankruptcy estate and all of Debtor's various
stakeholders. The relief requested will allow Debtor to continue
focusing on preserving and enhancing going concern values and
restructuring its financial conditions and operations to achieve a
competitive and sustainable enterprise and, thus, achieve the
ultimate objective of Chapter 11, a successful rehabilitation.
W.F. Jackson Construction Company, Inc. is represented by:
STONE & BAXTER, LLP
Matthew S. Cathey, Esq.
G. Daniel Taylor, Esq.
577 Third Street
Macon, Georgia 31201
(478) 750-9898; (478) 750-9899 (fax)
Email: mcathey@stoneandbaxter.com
dtaylor@stoneandbaxter.com
About W.F. Jackson Construction Company
W.F. Jackson Construction Company, Inc., is a general contractor in
Sandersville, Ga.
The Debtor filed a Chapter 11 petition (Bankr. M.D. Ga. Case No.
24-50593) on April 25, 2024, with $1 million to $10 million in both
assets and liabilities.
Judge Robert M. Matson oversees the case.
Matthew S. Cathey, Esq., at Stone & Baxter, LLP, is the Debtor's
legal counsel.
WEST CENTRO: Seeks to Hire Latter & Blum as Leasing Agent
---------------------------------------------------------
West Centro LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Louisiana to hire Latter & Blum as leasing
agent.
The Debtor owns a commercial building in Gretna, Louisiana bearing
the municipal addresses 2100-08 Franklin St. which it rents to
various tenants. The agent will advertise, market and offer the
property for rent or lease.
As payment, the agent will receive a cash commission of 8 percent
of the scheduled base rentals under a new lease for the first sixty
days of the effective date of the listing, and thereafter 6 percent
of the scheduled gross rentals.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Reed Wiley
Latter & Blum Holding, LLC
dba NAI Latter & Blum
430 Notre Dame Street
New Orleans, LA 70130
Tel: (504) 895-4663
About West Centro LLC
West Centro LLC is primarily engaged in renting and leasing real
estate properties. The Debtor is the owner of the real property
located at 2100-2108 Franklin Street Gretna, LA 70053 valued at
$2.4 million.
West Centro LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. La. Case No. 24-11536) on Aug. 7,
2024. In the petition filed by Cullan Maumus of MagNola Ventures,
LLC, as manager, the Debtor reports total assets of $3,362,535 and
total liabilities of $3,478,874.
The Honorable Bankruptcy Judge Meredith S. Grabill oversees the
case.
The Debtor is represented by Patrick Garrity, Esq. at THE DERBES
LAW FIRM, LLC.
WHITEHORSE 401: Hires FIA Capital Partners as Financial Advisor
---------------------------------------------------------------
Whitehorse 401 LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Texas to hire FIA Capital Partners LLC
as financial advisor.
The firm will render these services:
a. provide analysis and valuation of the Debtor's real
property located at 401 Whitehorse Road, Voorhess Township, NJ
08043;
b. monitor and propose effective strategies regarding the
Chapter 11 case, and all proceedings in connectin therewith;
c. prepare operating reports, assure compliance with all U.S.
Trustee guidelines; and
d. render such other general services consulting or other such
assistance as the Debtors or their counsel may deem necessary.
The firm will be paid at these rates:
David Goldwasser $750 per hour
CFO/CPA $450 per hour
Managing Director $400 per hour
Paralegal $280 per hour
As disclosed in court filings, FIA is a "disinterested person"
pursuant to Section 101(14) of the Bankruptcy Code.
FIA can be reached at:
David Goldwasser
FIA Capital Partners, LLC
115 Broadway, Suite 302
New York, NY 10006
Telephone: (561) 417-3725
Facsimile: (866) 353-6360
About Whitehorse 401 LLC
Whitehorse 401 is a Single Asset Real Estate debtor (as defined in
11 U.S.C. Section 101(51B)).
Whitehorse 401 LLC filed its voluntary petition for relief under
Chapter 11 of the Bankrutpcy Code (Bankr. E.D.N.Y. Case No.
24-42466) on June 11, 2024, listing $6,996,924 in liabilities. The
petition was signed by Mitchel Steiman as authorized representative
of the Debtor.
Judge Elizabeth S Stong presides over the case.
Charles Wertman, Esq. at the LAW OFFICES OF CHARLES WERTMAN P.C.
represents the Debtor as counsel.
WINDSOR HOLDINGS: S&P Rates New Secured Term Loans 'B+'
-------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '3'
recovery rating (50%-70%; rounded estimate: 55%) to Windsor
Holdings III LLC's proposed secured term loans due Aug. 1, 2030,
which S&P anticipates will be assigned new CUSIPs. This transaction
is effectively a repricing of the company's existing term loans,
thus it does not affect our existing ratings. Windsor Holdings III
LLC is the parent company and debt-issuing entity of global
chemicals and ingredients distributor Univar Solutions Inc. Through
the transaction, S&P expects the company will reduce the pricing on
its dollar- and euro-denominated term loans by 50 basis points
(bps) each. Univar is also paying down $150 million of outstanding
borrowings on its $1.4 billion asset-based lending (ABL) revolving
facility due 2028 using the proceeds from a sale-leaseback
transaction it completed last month. This amendment and repricing
is the second such transaction the company has completed this year
(following an earlier repricing it concluded in March). Because the
loans will be assigned new CUSIPs, we will discontinue our existing
ratings on the old loans in conjunction with this assignment. S&P
continues to expect Univar will improve its operational execution
and maintain weighted-average adjusted debt to EBITDA of less than
6.5x.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- The lead borrower on the ABL and term loan B debt is Windsor
Holdings III LLC, which is a Delaware limited liability company and
the direct parent of Univar Solutions Inc.
-- The foreign co-borrowers of the ABL facility (not rated)
include entities based in the Netherlands, Belgium, and the U.K.
-- The senior secured term loan B comprises a $2.7 billion tranche
and a EUR1.0 billion tranche.
-- The company's capital structure also includes $800 million of
senior secured high-yield notes. The notes are guaranteed by all of
the existing and future direct or indirect wholly owned material
U.S. subsidiaries of the issuer, subject to customary exceptions,
that also guarantee the term loan.
-- S&P rates both term loan B tranches 'B+' with a '3' recovery
rating. The '3' recovery rating indicates its expectation for
meaningful (50%-70%; rounded estimate: 55%) recovery in the event
of a payment default.
-- S&P's simulated default scenario contemplates a default
occurring in 2028 because Univar's operating performance materially
deteriorates following a protracted economic downturn and a
sustained decline in the end-market demand for its products. Given
this scenario, the company's EBITDA margins shrink and its EBITDA
declines to levels that are insufficient to cover its fixed-charge
obligations, including interest expense, scheduled debt
amortization, and maintenance capital expenditure.
-- S&P estimates an emergence value for the company on a
going-concern basis using a 6x multiple of its projected emergence
EBITDA. The multiple is 0.5x higher than those S&P uses for other
U.S. chemicals distributors--such as GPD Cos. Parent Inc. (formerly
known as Nexeo Plastics Parent Inc.)--which reflects Univar's
stronger market position, modestly higher EBITDA margins, and thus
superior business risk profile.
Simulated default assumptions
-- Year of default: 2028
-- EBITDA at emergence: $630 million
-- EBITDA multiple: 6x
Simplified waterfall
-- Net recovery value (after 5% administrative costs): $3.6
billion
-- Valuation split (U.S./Canada/Europe/Latin America):
66%/12%/8%/14%
-- Collateral available to secured creditors: $2.1 billion
-- Unpledged value: $679 million
-- Secured first-lien debt: $4.7 billion
--Recovery expectations: 50%-70% (rounded estimate: 55%)
Note: All debt amounts at default include six months of accrued
prepetition interest. Collateral value equals asset pledges from
obligors less priority claims plus equity pledges from nonobligors
after nonobligor debt. Direct foreign subsidiaries of domestic loan
parties pledge 65% equity; this includes the Canadian entity (12%
of valuation) and some European entities (8% of valuation).
WINDTREE THERAPEUTICS: Sells $3.2 Million in Common Stock
---------------------------------------------------------
As disclosed in the Current Report on Form 8-K filed by Windtree
Therapeutics, Inc. with the Securities and Exchange Commission on
July 22, 2024, the Company previously entered into a Common Stock
Purchase Agreement pursuant to which the Company may sell to the
Purchaser named therein shares of the Company's common stock, par
value $0.001 per share from time to time, subject to certain
limitations as described in the ELOC Purchase Agreement.
Additionally, in the Current Reports on Form 8-K filed by the
Company with the SEC on July 22, 2024 and July 29, 2024, the
Company entered into certain private placement transactions to sell
an aggregate of 27,668,106 shares of Common Stock, issuable upon
(i) the conversion of shares of the Company's Series C convertible
preferred stock, par value $0.001 per share, and (ii) the exercise
of certain warrants.
The Registration Statement on Form S-3 (File No. 333-281688) filed
by the Company with the SEC on August 21, 2024 and relating to the
Private Placement, and the Registration Statement on Form S-1 (File
No. 333-281755) filed by the Company with the SEC on August 23,
2024 and relating to the ELOC Purchase Agreement, each became
effective on September 3, 2024.
As of September 13, 2024, the Company (i) sold an aggregate of
949,948 shares of Common Stock for aggregate gross proceeds of
approximately $3.2 million pursuant to the ELOC Purchase Agreement,
and (ii) converted 202.5 Preferred Shares into 68,877 shares of
Common Stock pursuant to the Private Placement transaction
documents. Accordingly, the shares of Common Stock outstanding
increased from 591,909 shares as of June 30, 2024 to 1,610,734
shares as of September 13, 2024. Additionally, as a result of its
sales of Common Stock pursuant to the ELOC Purchase Agreement, the
Company redeemed 191.5 Preferred Shares as of September 13, 2024
for an aggregate redemption price of $0.4 million pursuant to the
Company's Certificate of Designations of Rights and Preferences of
Series C Convertible Preferred Stock.
About Windtree Therapeutics
Headquartered in Warrington, Pennsylvania, Windtree Therapeutics,
Inc. -- windtreetx.com -- is a biotechnology company focused on
advancing early and late-stage innovative therapies for critical
conditions and diseases. Windtree's portfolio of product candidates
includes istaroxime, a Phase 2 candidate with SERCA2a activating
properties for acute heart failure and associated cardiogenic
shock, preclinical SERCA2a activators for heart failure, and
preclinical precision aPKCi inhibitors that are being developed for
potential use in rare and broad oncology applications. Windtree
also has a licensing business model with partnership out-licenses
currently in place.
Philadelphia, Pennsylvania-based EisnerAmper LLP, the company's
auditor since 2022, issued a "going concern" qualification in its
report dated April 16, 2024, citing that the company has suffered
recurring losses from operations and expects to incur losses for
the foreseeable future, which raises substantial doubt about its
ability to continue as a going concern.
Windtree Therapeutics reported a net loss of $20.3 million for the
year ended December 31, 2023, compared to a net loss of $39.2
million for the year ended December 31, 2022. As of June 30, 2024,
Windtree Therapeutics had $28.71 million in total assets, $18.26
million in total liabilities, $6.95 million in total mezzanine
equity, and $3.49 million in total stockholders' equity.
WISCONSIN & MILWAUKEE: Seeks to Hire Sikich LLC as Accountant
-------------------------------------------------------------
Wisconsin & Milwaukee Hotel LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Wisconsin to employ
Sikich LLC as accountants.
The firm will render these services:
a. prepare, complete, and file the Debtor's federal and
Wisconsin state tax returns for the year ended Dec. 31, 2023;
b. conduct the Section 163(j) Analysis; and
c. consult and advise Debtor on tax matters related to the tax
returns, as necessary.
Compensation to Sikich will be a total fixed fee of $6,200,
comprising a fee of $5,500 for completion of the 2023 federal and
Wisconsin State tax returns, and a fee of $700 for conducting the
Section 163(j) Analysis.
As disclosed in the court filings, Sikich does not hold nor
represent any interest adverse to the Debtor or the estate with
respect to matters on which it is to be retained.
The firm can be reached through:
Gerald J. Schmit
Sikich LLC
17335 Golf Parkway, Suite 500
Brookfield, WI 53045
Telephone: (262) 754-9400
Facsimile: (262) 754-9401
About Wisconsin & Milwaukee Hotel LLC
Wisconsin & Milwaukee Hotel LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Wisc. Case No. 24-21743) on
April 9, 2024. In the petition signed by Mark Flaherty, as manager,
the Debtor disclosed up to $50 million in both assets and
liabilities.
Judge G. Michael Halfenger oversees the case.
Michael P. Richman, Esq., at RICHMAN & RICHMAN LLC, is the Debtor's
legal counsel.
YELLOW CORP: Loses PBGC Pension Bailout Liability Rules Challenge
-----------------------------------------------------------------
Jay-Anne B. Casuga of Bloomberg Law reports that the Pension
Benefit Guaranty Corporation has the authority to issue rules on
calculating an employer's liability when withdrawing from
multiemployer pension plans that received a massive government
bailout, a bankruptcy judge ruled in a dispute involving Yellow
Corp.
The federal government's private pension insurer's authority to
regulate stems from the 1974 Employee Retirement Income Security
Act and the 2021 American Rescue Plan Act, Judge Craig T. Goldblatt
of the US Bankruptcy Court for the District of Delaware held
Friday, September 13, 2024.
About Yellow Corporation
Yellow Corporation -- http://www.myyellow.com/-- operates
logistics and less-than-truckload (LTL) networks in North America,
providing customers with regional, national, and international
shipping services throughout. Yellow's principal office is in
Nashville, Tenn., and is the holding company for a portfolio of LTL
brands including Holland, New Penn, Reddaway, and YRC Freight, as
well as the logistics company Yellow Logistics.
Yellow Corporation and 23 affiliates concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 23-11069) on August 6, 2023, before
the Hon. Craig T. Goldblatt. As of March 31, 2023, Yellow
Corporation had $2,152,200,000 in total assets against
$2,588,800,000 in total liabilities. The petitions were signed by
Matthew A. Doheny as chief restructuring officer.
The Debtors tapped Kirkland & Ellis, LLP as restructuring counsel;
Pachulski Stang Ziehl & Jones, LLP as Delaware local counsel;
Kasowitz, Benson and Torres, LLP as special litigation counsel;
Goodmans, LLP as special Canadian counsel; Ducera Partners, LLC, as
investment banker; and Alvarez and Marsal as financial advisor.
Epiq Bankruptcy Solutions is the claims and noticing agent.
Milbank LLP serves as counsel to certain investment funds and
accounts managed by affiliates of Apollo Capital Management, L.P.
while White & Case, LLP and Arnold & Porter Kaye Scholer, LLP serve
as counsels to Beal Bank USA and the U.S. Department of the
Treasury, respectively.
On Aug. 16, 2023, the U.S. Trustee for Region 3 appointed an
official committee of unsecured creditors in the Chapter 11 cases.
The committee tapped Akin Gump Strauss Hauer & Feld, LLP and
Benesch, Friedlander, Coplan & Aronoff, LLP as counsels; Miller
Buckfire as investment banker; and Huron Consulting Services, LLC,
as financial advisor.
ZYMERGEN INC: Pays $30-Mil. Penalty for Misleading Pre-IPO Claims
-----------------------------------------------------------------
The Securities and Exchange Commission announced Sept. 13, 2024,
settled charges against Zymergen Inc., an Emeryville,
California-based biotechnology company, for misleading IPO
investors about its overall market potential, revenue prospects,
and customer pipeline for its only commercially available product,
an electronics film named Hyaline. Zymergen raised approximately
$530 million through its IPO in April 2021 and filed for bankruptcy
in 2023. Zymergen agreed to pay a $30 million civil penalty to
resolve the SEC’s charges.
According to the SEC’s order, Zymergen claimed that it had a $1
billion electronics display market opportunity for Hyaline, but the
estimate was based on flawed and unreasonable assumptions that
included product markets that were poor fits for Hyaline’s
technical characteristics and unsupported premium pricing. The
SEC’s order also finds that Zymergen provided misleading revenue
forecasts to research analysts that far exceeded internal
estimates. Additionally, the order finds that Zymergen misled
investors during its first public earnings call by misrepresenting
the status of Hyaline’s customer pipeline while omitting
significant technical and commercial problems facing the product.
"Pre-revenue and early-stage companies that seek to tap the capital
markets must do so with reasonable estimates of their market
potential," said Monique C. Winkler, Director of the SEC's San
Francisco Regional Office. "Today's order finds that Zymergen
failed to satisfy this obligation when it misled investors with
what amounted to unsupported hype."
The SEC's order finds that Zymergen violated certain antifraud
provisions of the federal securities laws. Without admitting or
denying the SEC's findings, and subject to bankruptcy court
approval, Zymergen agreed to a cease-and-desist order and to pay
the civil penalty referenced above.
The SEC's investigation was conducted by Anthony Moreno and Eli
Greenstein of the San Francisco Regional Office, with assistance
from David Baddley and Brent Smyth, and was supervised by Rahul
Kolhatkar, Alistaire Bambach, and Jason H. Lee.
About Zymergen Inc.
Zymergen, Inc., which was founded in April 2013, is a science and
material innovation company focused on designing, developing and
commercializing bio-based products for use in a variety of
industries. It is based in Emeryville, Calif.
Zymergen and its affiliates filed Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 23-11661) on Oct. 3, 2023. At the time of the
filing, Zymergen reported $100 million to $500 million in both
assets and liabilities.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Morris, Nichols, Arsht & Tunnell, LLP as legal
counsel and Epiq Corporate Restructuring, LLC, as claims and
noticing agent.
The Official Committee of Unsecured Creditors retained Simpson
Thacher & Bartlett LLP as lead counsel, Landis Rath & Cobb LLP as
co-counsel, and Berkeley Research Group, LLC, as financial advisor.
[^] BOND PRICING: For the Week from September 16 to 20, 2024
------------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
2U Inc TWOU 2.250 42.000 5/1/2025
99 Cents Only Stores LLC NDN 7.500 6.280 1/15/2026
99 Cents Only Stores LLC NDN 7.500 6.082 1/15/2026
99 Cents Only Stores LLC NDN 7.500 6.082 1/15/2026
Aerie Pharmaceuticals Inc AERI 1.500 98.500 10/1/2024
Allen Media LLC / Allen
Media Co-Issuer Inc ALNMED 10.500 42.072 2/15/2028
Allen Media LLC / Allen
Media Co-Issuer Inc ALNMED 10.500 43.929 2/15/2028
Allen Media LLC / Allen
Media Co-Issuer Inc ALNMED 10.500 43.929 2/15/2028
Amyris Inc AMRS 1.500 1.579 11/15/2026
Anagram Holdings
LLC/Anagram
International Inc AIIAHL 10.000 0.750 8/15/2026
Anagram Holdings
LLC/Anagram
International Inc AIIAHL 10.000 0.750 8/15/2026
Anagram Holdings
LLC/Anagram
International Inc AIIAHL 10.000 0.750 8/15/2026
At Home Group Inc HOME 7.125 29.525 7/15/2029
At Home Group Inc HOME 7.125 29.525 7/15/2029
Audacy Capital Corp CBSR 6.500 4.500 5/1/2027
Audacy Capital Corp CBSR 6.750 4.125 3/31/2029
Audacy Capital Corp CBSR 6.750 4.000 3/31/2029
Azul Investments LLP AZUBBZ 5.875 69.051 10/26/2024
Azul Investments LLP AZUBBZ 7.250 83.157 6/15/2026
Azul Investments LLP AZUBBZ 5.875 61.970 10/26/2024
Azul Investments LLP AZUBBZ 7.250 50.948 6/15/2026
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Bank of America Corp BAC 5.250 99.996 9/27/2027
Beasley Mezzanine
Holdings LLC BBGI 8.625 58.694 2/1/2026
Beasley Mezzanine
Holdings LLC BBGI 8.625 57.815 2/1/2026
Biora Therapeutics Inc BIOR 7.250 57.154 12/1/2025
BuzzFeed Inc BZFD 8.500 93.587 12/3/2026
Castle US Holding Corp CISN 9.500 46.737 2/15/2028
Castle US Holding Corp CISN 9.500 46.737 2/15/2028
Citigroup Inc C 3.531 99.066 9/29/2024
CorEnergy Infrastructure
Trust Inc CORR 5.875 70.250 8/15/2025
Curo Oldco LLC CURO 7.500 2.907 8/1/2028
Curo Oldco LLC CURO 7.500 24.826 8/1/2028
Curo Oldco LLC CURO 7.500 2.907 8/1/2028
Cutera Inc CUTR 2.250 15.750 6/1/2028
Cutera Inc CUTR 2.250 30.470 3/15/2026
Cutera Inc CUTR 4.000 18.625 6/1/2029
Danimer Scientific Inc DNMR 3.250 11.019 12/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance CDSPORT 5.375 1.200 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance CDSPORT 6.625 1.200 8/15/2027
Diamond Sports Group
LLC / Diamond
Sports Finance CDSPORT 5.375 2.075 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance CDSPORT 5.375 0.989 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance CDSPORT 5.375 0.989 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance CDSPORT 6.625 1.178 8/15/2027
Diamond Sports Group
LLC / Diamond
Sports Finance CDSPORT 5.375 1.393 8/15/2026
Energy Conversion Devices ENER 3.000 0.762 6/15/2013
Enviva Partners LP /
Enviva Partners
Finance Corp EVA 6.500 43.500 1/15/2026
Enviva Partners LP /
Enviva Partners
Finance Corp EVA 6.500 28.000 1/15/2026
EverBank Financial Corp EVERBK 9.912 98.674 3/15/2026
Exela Intermediate
LLC / Exela
Finance Inc EXLINT 11.500 34.902 7/15/2026
Exela Intermediate
LLC / Exela
Finance Inc EXLINT 11.500 35.000 7/15/2026
Federal Farm Credit
Banks Funding Corp FFCB 0.440 96.237 9/23/2024
Federal Home Loan Banks FHLB 3.000 99.381 9/23/2024
Federal Home Loan Banks FHLB 1.750 99.341 9/25/2024
Federal Home Loan Banks FHLB 0.400 99.335 9/23/2024
Federal Home Loan Banks FHLB 2.000 99.366 9/24/2024
Federal Home Loan Banks FHLB 4.000 99.388 9/23/2024
Federal Home Loan Banks FHLB 0.500 97.615 10/17/2024
Federal Home Loan Banks FHLB 0.600 96.611 10/22/2024
Federal Home Loan Banks FHLB 0.650 99.301 9/27/2024
Federal Home Loan Banks FHLB 0.470 96.476 10/23/2024
Federal Home Loan Banks FHLB 0.550 99.333 9/23/2024
Federal Home Loan Banks FHLB 0.390 96.693 9/23/2024
Federal Home Loan Banks FHLB 0.555 96.762 10/21/2024
Federal Home Loan Banks FHLB 0.625 97.148 10/21/2024
Federal Home Loan Banks FHLB 1.000 99.352 9/23/2024
Federal Home Loan
Mortgage Corp FHLMC 3.000 99.398 9/23/2024
Federal Home Loan
Mortgage Corp FHLMC 2.010 99.372 9/25/2024
Federal National
Mortgage Association FNMA 5.250 99.428 9/23/2024
First Republic Bank/CA FRCB 4.625 2.250 2/13/2047
First Republic Bank/CA FRCB 4.375 2.250 8/1/2046
Forbright Inc CGLBNC 5.750 93.959 12/1/2029
Forbright Inc CGLBNC 5.750 93.959 12/1/2029
GoTo Group Inc LOGM 5.500 36.962 5/1/2028
GoTo Group Inc LOGM 5.500 38.199 5/1/2028
Goodman Networks Inc GOODNT 8.000 5.000 5/11/2022
Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022
Grand Canyon University GCUNIV 4.125 99.155 10/1/2024
H-Food Holdings
LLC / Hearthside
Finance Co Inc HEFOSO 8.500 7.045 6/1/2026
H-Food Holdings
LLC / Hearthside
Finance Co Inc HEFOSO 8.500 7.045 6/1/2026
Hallmark Financial
Services Inc HALL 6.250 17.892 8/15/2029
Homer City Generation LP HOMCTY 8.734 38.750 10/1/2026
Inseego Corp INSG 3.250 78.827 5/1/2025
Invacare Corp IVC 4.250 1.002 3/15/2026
JPMorgan Chase Bank NA JPM 2.000 92.380 9/10/2031
Karyopharm Therapeutics Inc KPTI 3.000 63.463 10/15/2025
Ligado Networks LLC NEWLSQ 15.500 15.875 11/1/2023
Ligado Networks LLC NEWLSQ 15.500 15.750 11/1/2023
Ligado Networks LLC NEWLSQ 17.500 2.334 5/1/2024
Lightning eMotors Inc ZEVY 7.500 1.000 5/15/2024
Luminar Technologies Inc LAZR 1.250 46.500 12/15/2026
Luther Burbank Corp LTHBUR 6.500 98.821 9/30/2024
MBIA Insurance Corp MBI 16.823 5.000 1/15/2033
MBIA Insurance Corp MBI 16.823 5.104 1/15/2033
MF Global Holdings Ltd MF 1.875 0.300 2/1/2016
Macy's Retail Holdings LLC M 6.900 83.941 1/15/2032
Macy's Retail Holdings LLC M 6.700 87.260 7/15/2034
Mashantucket Western
Pequot Tribe MASHTU 7.350 53.000 7/1/2026
Morgan Stanley MS 6.756 100.000 9/25/2024
Morgan Stanley MS 1.800 81.862 8/27/2036
NanoString Technologies Inc NSTG 2.625 74.250 3/1/2025
Office Properties
Income Trust OPI 4.500 87.610 2/1/2025
Polar US Borrower
LLC / Schenectady
International GSIGRP 6.750 46.961 5/15/2026
Polar US Borrower
LLC / Schenectady
International GSIGRP 6.750 43.835 5/15/2026
Porch Group Inc PRCH 0.750 46.500 9/15/2026
Rackspace Technology
Global Inc RAX 5.375 29.305 12/1/2028
Rackspace Technology
Global Inc RAX 3.500 27.500 2/15/2028
Rackspace Technology
Global Inc RAX 5.375 29.270 12/1/2028
Rackspace Technology
Global Inc RAX 3.500 27.500 2/15/2028
Renco Metals Inc RENCO 11.500 24.875 7/1/2003
Rite Aid Corp RAD 7.700 5.000 2/15/2027
Rite Aid Corp RAD 6.875 3.488 12/15/2028
Rite Aid Corp RAD 6.875 3.488 12/15/2028
RumbleON Inc RMBL 6.750 78.210 1/1/2025
SVB Financial Group SIVB 3.500 59.500 1/29/2025
Sandy Spring Bancorp Inc SASR 4.250 91.029 11/15/2029
Shutterfly LLC SFLY 8.500 47.500 10/1/2026
Shutterfly LLC SFLY 8.500 47.500 10/1/2026
Spanish Broadcasting System SBSAA 9.750 67.500 3/1/2026
Spanish Broadcasting System SBSAA 9.750 67.491 3/1/2026
Spirit Airlines Inc SAVE 1.000 31.000 5/15/2026
Spirit Airlines Inc SAVE 4.750 64.456 5/15/2025
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
Tricida Inc TCDA 3.500 9.000 5/15/2027
Veritex Holdings Inc VBTX 4.750 90.730 11/15/2029
Veritone Inc VERI 1.750 32.865 11/15/2026
Virgin Galactic Holdings SPCE 2.500 31.020 2/1/2027
Vitamin Oldco Holdings Inc GNC 1.500 0.735 8/15/2020
Voyager Aviation Holdings VAHLLC 8.500 15.175 5/9/2026
Voyager Aviation Holdings VAHLLC 8.500 15.175 5/9/2026
Voyager Aviation Holdings VAHLLC 8.500 15.175 5/9/2026
Vroom Inc VRM 0.750 53.875 7/1/2026
WW International Inc WW 4.500 23.618 4/15/2029
WW International Inc WW 4.500 23.514 4/15/2029
Wells Fargo & Co WFC 6.000 100.000 9/21/2028
Wells Fargo & Co WFC 2.750 98.714 9/30/2024
Wesco Aircraft Holdings Inc WAIR 9.000 42.098 11/15/2026
Wesco Aircraft Holdings Inc WAIR 13.125 1.797 11/15/2027
Wesco Aircraft Holdings Inc WAIR 9.000 42.098 11/15/2026
Wesco Aircraft Holdings Inc WAIR 13.125 1.797 11/15/2027
iHeartCommunications Inc IHRT 8.375 52.908 5/1/2027
[^] Hilco's Sprayregen Named 2024 Harvey R. Miller Awardee
----------------------------------------------------------
James HM "Jamie" Sprayregen is this year's recipient of the Harvey
R. Miller Outstanding Achievement Award for Service to the
Restructuring Industry.
Mr. Sprayregen currently serves as Vice Chairman at Hilco Global.
As a key advisor and strategic growth partner to CEO Jeffrey
Hecktman, he shares oversight of the firm's expanding financial
services platform with other executive leaders. Hilco acts as a
principal, lender and advisor.
Mr. Sprayregen is a highly regarded dealmaker and thought leader in
restructuring, corporate reorganization, and M&A. He founded
Kirkland and Ellis' worldwide Restructuring Group, building it from
inception in 1990 to become the premier restructuring group
globally. As a partner at Kirkland & Ellis, he served on the law
firm's worldwide management committee from 2003-2006 and 2009-2019.
He joined Goldman Sachs in 2006 as co-head of its Restructuring
Group, advising clients in distressed situations, and rejoined
Kirkland three years later.
Described as "a legend in the bankruptcy space" and "one of the
United States' most sought-after bankruptcy attorneys," Mr.
Sprayregen has led some of the most complex Chapter 11 filings in
recent history.
Mr. Sprayregen received his J.D., cum laude, from the University of
Illinois College of Law and his B.A., cum laude, from the
University of Michigan.
Each year, Beard Group, Inc. presents the Harvey R. Miller
Outstanding Achievement Award for Service to the Restructuring
Industry to a deserving individual in the corporate restructuring
community. Beard Group, Inc.'s editorial team selects the
individual from a lengthy list of candidates known for reshaping
the industry.
Mr. Miller was the first to receive the award in 2001. Each year,
Beard Group's editorial team seeks to honor a well-known industry
leader with long ties to the restructuring community when
presenting the award at the annual Distressed Investing
Conference.
Mr. Miller was a renowned bankruptcy attorney and partner at the
firm of Weil, Gotshal, & Manges. Mr. Miller joined the firm in
1969. Mr. Miller is often credited with making the bankruptcy
practice and was involved in major cases throughout his career,
including, Texaco, WorldCom, Enron, Eastern Airlines, Continental
Airlines and R. H. Macy. Mr. Miller taught at major institutions,
including his alma mater, Columbia Law School and received many
accolades during his distinguished career.
Mr. Miller passed away in 2015. Beard Group, Inc. continues the
tradition of honoring the legacy of Harvey Miller with the
presentation of this award named in his honor.
Victor Khosla of Strategic Value Partners was the recipient of this
Award in 2023.
Please join us in congratulating Mr. Sprayregen at the 31st
Distressed Investing Conference to be held in-person Wed., Dec. 4,
2024, at The Harmonie Club, New York City. Registration is now
open. Access Early Bird discounted pricing, which has been
extended until Oct. 1st.
This year's event is being sponsored by:
* Kirkland & Ellis, LLP, as conference co-chair;
* Foley & Lardner LLP, as conference co-chair;
* Davis Polk & Wardwell LLP;
* Hilco Global;
* Locke Lord LLP;
* Morrison & Foerster LLP;
* Proskauer Rose LLP;
* Skadden, Arps, Slate, Meagher & Flom LLP;
* Wachtell, Lipton, Rosen & Katz; and
* Weil, Gotshal & Manges LLP
This year's Patron Sponsors:
* Katten Muchin Rosenman LLP; and
* Kobre & Kim
The Supporting Sponsors:
* C Street Advisory Group;
* Development Specialists, Inc.;
* RJReuter; and
* SSG Capital Advisors
This year's Media Partners:
* BankruptcyData;
* CreditSights;
* Debtwire;
* Pari Passu;
* Reorg; and
* WSJ Pro Bankruptcy
This year's Knowledge Partner:
* Creditor Rights Coalition
Kindly visit https://www.distressedinvestingconference.com/ for
more information.
Contact Will Etchison, Conference Producer, at Tel: 305-707-7493
or will@beardgroup.com for sponsorship opportunities.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
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public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
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equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
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Monthly Operating Reports are summarized in every Saturday edition
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The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
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Copyright 2024. All rights reserved. ISSN: 1520-9474.
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*** End of Transmission ***