/raid1/www/Hosts/bankrupt/TCR_Public/240930.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 30, 2024, Vol. 28, No. 273
Headlines
1 MIN LLC: Seeks Court Approval to Use Cash Collateral
2142 FREDERICK: Voluntary Chapter 11 Case Summary
942 PENN RR: Ofer Can't Appeal Order Denying Contempt
ADVANCE AUTO: S&P Alters Outlook to Negative, Affirms 'BB+ ICR
ALASKA AIR: Moody's Cuts Issuer Rating to 'Ba1', Outlook Negative
AMC CONTRACTING: Sec. 341(a) Meeting of Creditors on Oct. 15
AMERICAN DENTAL: Creditors to Get Proceeds From Liquidation
ARCON CONSTRUCTION: Begins Subchapter V Bankruptcy Proceeding
ASHTON WOODS: Moody's Upgrades CFR & Sr. Unsecured Notes to Ba3
ASSETS HOLDING: Updates Unsecured Claims Pay Details
ATHENAHEALTH GROUP: Moody's Affirms 'B3' CFR, Outlook Stable
AYTU BIOPHARMA: Incurs $15.84 Million Net Loss in FY Ended June 30
AZUL SA: Fitch Lowers LongTerm IDRs to 'CC'
BAMBY EXPRESS: Seeks Court Approval to Use Cash Collateral
BARROW SHAVER: Mehaffy Weber Files Rule 2019 Statement
BAWT ENTERPRISES: Case Summary & Eight Unsecured Creditors
BEASLEY BROADCAST: S&P Withdraws 'CC' Issuer Credit Rating
BEAVER DEVELOPMENT: Claims to be Paid from Property Sale/Refinance
BIFM CA BUYER: Moody's Alters Outlook on 'B3' CFR to Positive
BRE/EVERBRIGHT M6: Moody's Lowers CFR to 'B3', Outlook Stable
BRUIN XPRESS: Commences Subchapter V Bankruptcy Process
BYJU'S ALPHA: Loses $1.2-Bil. Loan Default Ruling Appeal
CARABOBO PROSPER: Seeks Court Approval to Use Cash Collateral
COMINAR REAL: DBRS Confirms BB(high) Issuer Rating
COMPASS POWER: Moody's Rates Repriced $600MM Sec. Term Loan 'Ba3'
COTY INC: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable
CRAWFISH WORLD: Unsecured Creditors to Split $77K in Plan
DATASEA INC: Incurs $11.38 Million Net Loss in FY Ended June 30
DELTA APPAREL: Salt Life Closes All Its Stores, Starts Liquidation
DIRECTBUY HOME: Buy Direct's Third Amended Counterclaim Tossed
DPL INC: Moody's Alters Outlook on 'Ba2' Unsecured Rating to Pos.
EFS COGEN I: Fitch Assigns 'BB-(EXP)' IDR, Outlook Stable
EL 7 MARES: Closes Seafood Restaurant After Chapter 11 Filing
EMPIRE RESORTS: Fitch Lowers LongTerm IDR to 'B-', On Watch Neg.
EPIC CRUDE: Moody's Upgrades CFR to Ba3 & Alters Outlook to Stable
ESTHER YATES: Court Tosses FDCPA Lawsuit v. U.S. Bank, et al.
EYM PIZZA: Law Firm of Russell Represents Utility Companies
FALL CREEK: Case Summary & 11 Unsecured Creditors
FIRST STATES REALTY: Starts Subchapter V Bankruptcy Process
FLAME LLC: Case Summary & 15 Unsecured Creditors
FTX TRADING: Ellison Gets 2-Yrs Prison Sentence in Fraud Case
GLATFELTER CORP: S&P Upgrades ICR to 'B+', Outlook Stable
GLP CAPITAL: Moody's Affirms 'Ba1' CFR, Outlook Stable
GLUCOTRACK INC: Stockholders Approve Share Issuance Proposal
GMS HOLDINGS: Case Summary & One Unsecured Creditor
GODFREY ROSE: Unsecureds Will Get 100% of Claims in Plan
GREAT CANADIAN: S&P Alters Outlook to Negative, Affirms 'B' ICR
GUARDIAN ELDER: U.S. Trustee Appoints Margaret Barajas as PCO
HAZ MAT SPECIAL: Hits Chapter 11 Bankruptcy Protection
HERSCHEND ENTERTAINMENT: Moody's Ups CFR to Ba3, Outlook Stable
HEYWOOD HEALTHCARE: No Patient Care Complaints, 5th PCO Report Says
HEYWOOD HEALTHCARE: Updates Restructuring Plan Disclosures
HOWARD MIDSTREAM: Moody's Ups CFR to Ba3 & Alters Outlook to Stable
ILUMIVU INC: Commences Subchapter V Bankruptcy Proceeding
INJAWE INC: Seeks Chapter 11 Bankruptcy Protection
INTELLIGENT PACKAGING: Moody's Raises CFR to B2, Outlook Stable
INVENERGY THERMAL: S&P Raises Senior Debt Rating to 'BB'
IYS VENTURE: Unsecureds to Get 0.4% to 1% in CrossAmerica's Plan
JAKE'S REAL ESTATE: Hits Chapter 11 Bankruptcy Protection
JDC RENTALS: Sec. 341(a) Meeting of Creditors on Oct. 22
JDC RENTALS: Seeks Court Approval to Use Cash Collateral
JEFFERIES FINANCE: S&P Affirms 'BB-' ICR, Outlook Stable
JOSE FUENTES CONSTRUCTION: Starts Subchapter V Bankruptcy
KEHE DISTRIBUTORS: Moody's Cuts CFR to 'B2', Outlook Stable
KING DRIVE: Property Sale Proceeds to Fund Plan Payments
L AND L CARE: PCO Reports No Change in Patient Care Quality
LABL INC: Moody's Rates New Sec. First Lien Notes Due 2031 'B3'
LEAFBUYER TECHNOLOGIES: Audit Committee Approves BCRG as Auditor
LEGACY POOLS: Court Rejects Plan, Sends Case to Chapter 7
LERETA LLC: Moody's Cuts CFR to 'Caa1', Outlook Stable
LOMBARD FLATS: Fay Wins Summary Judgment on FDCPA Claims
LUCENA DAIRY: Seeks Extension for Cash Collateral Use Until Oct. 31
MALLINCKRODT PLC: Lenders Can't Shun Investor Suit in 2nd Ch. 11
MEGA ENTERTAINMENT: Case Summary & 20 Largest Unsecured Creditors
MICHAEL MOGAN: Suit vs Sacks Glazier Tossed
MICHAEL'S INC: Seeks Chapter 11 Bankruptcy Protection
MK ARCHITECTURE: Unsecureds Will Get 10% of Claims over 3 Years
MODIVCARE INC: S&P Alters Outlook to Negative, Affirms 'B-' ICR
NAT'L ASSOC. OF TELEVISION: Unsecureds Will Get 0.51% of Claims
NEMAURA MEDICAL: To Outsource Remaining Operations to Cut Overhead
NEW BOOST: S&P Affirms 'BB' Issuer Credit Rating, Outlook Stable
NO LIMITS AVIATION: Unsecureds Will Get 24% to 35% over 60 Months
NORTHLAND POWER: Fitch Affirms 'BB+' Rating on Subordinated Notes
NORTHSTAR GROUP: Moody's Affirms 'Ba2' CFR, Outlook Remains Stable
NORTHSTAR OFFSHORE: Defendants' Claimed Liens Unsecured, Court Says
NOVA LIFESTYLE: Hires Enrome to Replace WWC PC as Auditor
ONE EDGE MARINA: Case Summary & Five Unsecured Creditors
ONE FAT FROG: Assets Sale Proceeds to Fund Plan Payments
ONE15 RESTAURANT: Case Summary & 15 Unsecured Creditors
ONTARIO GAMING: S&P Alters Outlook to Negative, Affirms 'B' ICR
OPPENHEIMER HOLDINGS: Moody's Affirms 'Ba3' CFR, Outlook Stable
ORCHID MERGER II: Moody's Lowers Bank Credit Loans to 'Caa2'
PANZER BUILDING: Unsecureds Will Get 10% in 651 West's Plan
POST HOLDINGS: Moody's Rates New Senior Unsecured Notes 'B2'
PROG HOLDINGS: Moody's Affirms 'B1' CFR, Outlook Remains Stable
PURE PRAIRIE POULTRY: Hits Chapter 11 Bankruptcy Protection
QLIK PARENT: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
RAYANI HOLDINGS: Seeks Chapter 11 Bankruptcy Protection
RE-TRON TECHNOLOGIES: Commences Subchapter V Bankruptcy
RED RIVER: Court Denies Bid to Move Talc Case from Texas to NJ
RED RIVER: Holdout Creditors Say J&J 3rd Bankruptcy Fails Test
RED RIVER: Johnson & Johnson Talc Claims Paused in Chapter 11
RELIABLE ENERGY: Case Summary & Three Unsecured Creditors
REVLON INC: 42 Talc Claimants Can Appeal to 2nd Circuit Directly
RHODIUM ENCORE: Gets Court OK for Temple Assets Bidding Procedures
SALUS MEDICAL: Case Summary & 20 Largest Unsecured Creditors
SANO RACING: Seeks Extension for Cash Collateral Use
SEAWIND LLC: Begins Subchapter V Bankruptcy Process
SENIOR CHOICE: PCO Reports Resident Care Complaints
SHERMAN/GRAYSON: PCO Reports No Change in Patient Care Quality
SILVERGATE CAPITAL: Sept. 30 Deadline Set for Panel Questionnaires
SIZZLING PLATTER: Fitch Alters Outlook on 'B-' IDR to Positive
SKYLOCK INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
SOUTH COAST: Seeks Court Approval to Use Cash Collateral
STARWOOD PROPERTY: Moody's Rates New $400MM Unsecured Notes 'Ba3'
STARWOOD PROPERTY: S&P Rates $400MM Senior Unsecured Bonds 'BB-'
STEWARD HEALTH: Hughes Watters Represents Claimants
SYMPLR SOFTWARE: Moody's Alters Outlook on 'Caa1' CFR to Negative
TINA MARSHALL: Quality of Care Maintained, PCO Reports
TOHI LLC: Seeks Chapter 11 Bankruptcy Protection
TPT GLOBAL: Posts $4.94 Million Net Income in Second Quarter
TUPPERWARE BRANDS: Court Pauses Investor Lawsuit in Chapter 11 Case
TUPPERWARE BRANDS: Dechert & Young Conaway Advise Secured Lenders
URGENTPOINT INC: PCO Jerry Seelig Submits First Report
US FOODS: Moody's Rates New $725MM Senior Secured Term Loan 'Ba2'
VENTURE GLOBAL: S&P Affirms 'BB-' Issuer Credit Rating
VERMILION ENERGY: Moody's Affirms 'B1' CFR, Outlook Stable
VERTEX ENERGY: S&P Downgrades ICR to 'D' on Bankruptcy Filing
VICTORY BUYER: S&P Alters Outlook to Positive, Affirms 'CCC+' ICR
WASTEQUIP LLC: S&P Withdraws 'CCC' Issuer Credit Rating
WEST CENTRO: Seeks Court Approval to Use Cash Collateral
WINDSTREAM SERVICES: Moody's Rates New 1st Lien Loan Due 2031 'B3'
WINSTON & DUKE: Sec. 341(a) Meeting of Creditors on Oct. 16
YUNHONG GREEN: Incurs $576,000 Net Loss in First Quarter
[*] Distressed Investing Conference: Early Bird Discount 'Til Oct 1
[^] BOND PRICING: For the Week from September 23 to 27, 2024
*********
1 MIN LLC: Seeks Court Approval to Use Cash Collateral
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1 Min LLC, Hotel at Southport LLC and Twelfth Floor, LLC ask the
U.S. Bankruptcy Court for the Eastern District of Washington for
approval for the interim use of cash collateral, ensuring the
Debtors can maintain operations during bankruptcy, provide adequate
protection to lenders, and facilitate the sale of the Hyatt Regency
Lake Washington hotel, ultimately benefiting all stakeholders
involved.
This Court has jurisdiction under 28 U.S.C. Section 1334 and the
matter is a core proceeding. The Debtors filed for bankruptcy to
proceed with a sale of the Hyatt Regency Lake Washington hotel,
which was disrupted by litigation involving EB-5 investors. A
proposed plan aims to pay off claims against Hotel and Mezz Debtors
and distribute approximately $10 million to resolve EB-5 investor
claims.
Hotel and Ownership Structure:
Hotel Debtor: Owns the Hyatt Regency Lake Washington.
Mezz Debtor: Wholly owns Hotel Debtor.
EB-5 Debtor: Wholly owns Mezz Debtor.
Initial EB-5 Financing:
The debt structure for the hotel project is primarily composed of
several financing stages. Initially, Mr. Christ secured the
property in 2000, later leveraging the EB-5 Immigrant Investor
Program to raise $99.5 million from foreign investors. This funding
was formalized through an EB-5 Loan Agreement with the prior owner,
secured by a deed of trust.
Starwood Financing:
In response to unexpected cost overruns, a Delaware entity (Mezz
Debtor) was formed, and in 2017, the project obtained a $51.1
million senior loan and a $21.9 million mezzanine loan from
Starwood. A loan modification shifted obligations from the prior
owner to EB-5 Debtor, consolidating the debt under a new
structure.
Lake Washington Co./AIP Financing:
Further financing in 2019 involved a $90 million senior loan from
Lake Washington Co. and a $40 million mezzanine loan from AIP,
which satisfied previous debts. These loans were secured by the
hotel and its revenues, and subsequent assignments transferred
these loans to new lenders, ensuring the project's financial
stability throughout its development.
Assignment to WF Trust:
The loan assignments to WF Trust saw both the senior and mezzanine
loans transferred to new lenders, reflecting the ongoing evolution
of the debt structure. This multi-layered financing approach has
been critical in navigating the complexities of the hotel's
development, allowing it to adapt to financial challenges while
maintaining investor confidence.
The Debtors seek immediate access to Cash Collateral to ensure the
uninterrupted operation of the Hotel, which is essential for
preserving its value and benefiting creditors. Without this access,
the Debtors risk immediate and irreparable harm to their business
operations. They currently lack sufficient working capital and rely
on the Cash Collateral generated from the Hotel's operations to
cover necessary costs and expenses, all of which are subject to the
Senior Lender's prepetition liens.
The proposed use of Cash Collateral is structured under the terms
consented to by the Senior Lender, aligned with a specified budget.
This budget includes allowed variances for monthly cash receipts
and operating cash disbursements, enabling flexibility in managing
finances. The Debtors plan to provide regular reconciliations to
track any significant variances, ensuring accountability and
transparency throughout the process.
To protect the Senior Lender's interests, the Debtors propose
granting adequate protection in the form of super-priority
administrative claims and liens on the Debtors' assets. This
includes compensating the lender for any post-petition diminution
in value of its collateral and allowing ongoing operational
expenses to be paid even if incurred pre-petition. The Debtors
believe this arrangement is fair and reasonable, given that all
operational costs will be prioritized over other creditor claims.
The Debtors also outline terms for a "Carve Out," ensuring that
essential administrative expenses and fees are covered, and detail
the conditions under which their right to use Cash Collateral may
terminate. They emphasize the urgency of their request to maintain
operations and protect asset value, and they respectfully ask the
Court to authorize the proposed Cash Collateral use to navigate
their Chapter 11 proceedings effectively.
About 1 Min LLC
1 Min LLC is engaged in activities related to real estate.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Wash., Case No. 24-01519) on September
20, 2024. In the petition signed by Michael P. Christ, a member and
CEO, the Debtor disclosed $0 in asset and $122,156,384
liabilities.
James L. Day, Esq. of BUSH KORNFELD LLP represents the Debtor as
legal counsel.
2142 FREDERICK: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 2142 Frederick Douglas Blvd. Corp.
11 WestProspect Avenue
Mount Vernon NY 10550
Chapter 11 Petition Date: September 27, 2024
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 24-22827
Judge: Hon. Kyu Young Paek
Debtor's Counsel: Lauren P. Reysor, Esq.
LAW OFFICE OF LAUREN P RAYSOR
11 West Prospect Ave.
Mount Vernon, NY 10550
Tel: 914-733-8080
Email: Lpraysor@aol.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Francesca Brusco as 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/7JANFJI/2142_Frederick_Douglas_Blvd_Corp__nysbke-24-22827__0001.0.pdf?mcid=tGE4TAMA
942 PENN RR: Ofer Can't Appeal Order Denying Contempt
-----------------------------------------------------
In the case captioned as RAZIEL OFER, Appellant, v. MARK S. ROHER,
Appellee, Case No. 24-cv-22132-DSL (S.D. Fla.), Judge David S.
Leibowitz of the United States District Court for the Southern
District of Florida denied Ofer's Motion for Leave to Appeal
Interlocutory Orders. All pending motions are denied as moot.
This case arose out of Ofer's voluntary filing of Chapter 11
bankruptcy. Ofer seeks leave to appeal the Bankruptcy Court's May
30, 2024 Order Denying Motion for Reinstatement of Appeal.
The District Court finds Ofer does not satisfy the appeal standard
because he fails the two-step inquiry for appellate review. The
Appellant fails the first step of the inquiry because both Orders
are nonfinal, as originally asserted by the Appellant in his
Motion, the District Court states.
According to the District Court, the Order Denying Contempt does
not involve a "controlling question of law." Judge Leibowitz
explains, "Here, the Bankruptcy Court did not make a finding of
contempt because the Appellant's contempt allegations were
irrelevant to the matters before the court and because the court
did not exercise its discretion to impose sanctions. These are not
issues posed at a 'high enough level of abstraction' that go beyond
the factual record below; a controlling question of law is
therefore not involved,"
Because the Order Denying Contempt does not involve a controlling
question of law, it is not an appealable interlocutory order over
which the District Court has appellate jurisdiction.
The District Court says the Order Denying Reinstatement also does
not involve a "controlling question of law." Judge Leibowitz says,
"The standard of review for denial of a motion for reinstatement of
an appeal is abuse of discretion, and courts have found that issues
reviewed under an abuse-of-discretion standard do not involve a
controlling question of law."
Because the Order Denying Reinstatement does not involve a
controlling question of law, it is not an appealable interlocutory
order over which the District Court has appellate jurisdiction.
A copy of the Court's decision is available at
https://urlcurt.com/u?l=dj3SXB
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.
ADVANCE AUTO: S&P Alters Outlook to Negative, Affirms 'BB+ ICR
--------------------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable on
aftermarket auto parts retailer Advance Auto Parts Inc.'s
(Advance). At the same time, S&P affirmed all of its ratings,
including its 'BB+' issuer credit rating.
The negative outlook reflects the heightened risks Advance faces in
improving operating performance and strengthening credit protection
metrics given the difficulty of its turnaround amid challenging
operating conditions.
The negative outlook reflects Advance's weaker than expected
operating performance and heightened execution risks associated
with its ambitious turnaround initiatives. Advance's profitability
has been pressured this year with price and wage investments along
with higher product costs dragging the company's reported operating
margin down roughly 200 basis points (bps) year over year (YoY) to
2.7% in the second quarter. Sales have also been softer as
macroeconomic pressures have led to less automotive maintenance
spending and Advance's operating challenges continue to weigh on
results. The company recently lowered its full year guidance and
now expects sales of between $11.15 billion to $11.25 billion and
operating margin of between 2.1% to 2.5% (compared to $11.3 billion
to $11.4 billion and 3.2% and 3.5% previously, respectively). In
the first half of fiscal 2024, Advance's S&P Global
Ratings-adjusted EBITDA declined 4.4%, tracking well below our
projection for a nearly 25% increase this year. As a result, credit
metrics have weakened, with S&P Global Ratings-adjusted leverage
rising to 6.4x for the trailing 12 months ended July 13, 2024 from
4.6x in the prior year period.
S&P said, "In our view, the underperformance highlights the
difficulty of Advance's wide-ranging turnaround which it is
implementing in a tougher operating environment. Performance trends
across the aftermarket industry have been soft this year as
financially constrained consumers are increasingly deferring
automotive maintenance spending and cutting discretionary
purchases. We expect these trends will persist through the
remainder of 2024. Further, Advance competes directly with strong
operators including AutoZone and O'Reilly.
"Our revised forecast now projects a slower improvement in
comparable sales and S&P Global Ratings-adjusted EBITDA. We
anticipate a 1.1% decline in reported net sales for fiscal 2024,
followed by a 17% contraction in 2025. The updated forecast
considers a slower-than-expected improvement from management's
initiatives, pressured performance in the DIY segment, and the
upcoming divestiture of Worldpac, which operates 321 locations and
generated $2.1 billion in revenue over the 12 months ending July
13, 2024. At the same time, Advance's needs-based products and good
industry fundamentals will likely support growth in comparable
sales in future years. We project Advance will generate negative
comparable sales this year, before turning positive in 2025 on
industry growth, easier comparisons and benefits from its
merchandising initiatives.
"We forecast S&P Global Ratings-adjusted EBITDA margins of 10.5% in
2024, lower than our previous expectation for 11.4%. We attribute
the shortfall in EBITDA to store closures, reduced spending by DIY
customers, roughly $100 million of price investments, and expenses
related to implementing the company's strategic plan. We project
adjusted EBITDA margin increasing to around 12.4% next year, as
cost savings and the divestiture of the lower-margin Worldpac
business support expansion."
Advance's turnaround plan to enhance comparable sales and
profitability is a multiyear endeavor. Management's
transformational initiatives aim to narrow the performance gap with
peers but also increase operational and execution risks across
multiple areas of the business. S&P said, "We believe these
initiatives are a multiyear undertaking that will gradually improve
performance. However, we also believe a shortfall could occur
because of the transformations' complexity and the interdependent
aspects of the initiatives. The company's central effort is
strengthening its merchandising and parts availability, which
remains the key driver of customers purchasing decisions. Efforts
to improve product assortment, vendor management, and sharpen
pricing will be key to regaining lost market share."
In addition, the company's supply chain consolidation is focused on
establishing a unified network of 14 central distribution centers
from 38 this year, with smaller distribution centers and some
larger stores being converted into market hubs. S&P anticipates
around 20 market hubs by the end of 2024, potentially reaching 60
by 2026, actions that will likely enhance product availability,
customer service levels and operating efficiency.
Advance is also reinvesting in its workforce, including $50 million
in higher wages to retain employees, and enhancing training
programs benefitting the long-term potential to better engage its
DIY and commercial customer base.
S&P said, "We also expect the company will prioritize improving the
productivity of its store base. Advance recently announced it is
assessing its 4,776 store footprint for opportunities to close
underperforming locations as well as identifying markets that can
support additional stores. While the comprehensive transformation
increases execution risks, we also see the sale of the wholesale
Worldpac operations and the potential deleveraging as a positive.
We also see the refocus on DIY and commercial customers positively
despite the company's smaller scale.
"Advance's S&P Global Ratings-adjusted leverage will remain
elevated over the next 12-18 months. We forecast S&P Global
Ratings-adjusted leverage in the mid-4x area in fiscal 2024 and
2025. We assume the company will allocate the majority of the $1.2
billion in net proceeds from the Worldpac sale for eventual debt
repayment, which is reflected in our leverage calculation as we net
cash. Absent the sale of Worldpac, our projected leverage would
remain above 5x through fiscal year 2025. Our projections also
include estimated financial obligations associated with the
company's supply chain financing program along with debt
guarantees.
"Additionally, we project reported free operating cash flow (FOCF)
in the $50 million to $100 million range in 2024 before improving
to more than $250 million in 2025. Advance has historically
maintained a consistent financial policy, with a company-defined
leverage target at or below 2.5x. We expect leverage will exceed
this level over the next couple of years absent any significant
improvement to operating performance trends over the next few
years, albeit gradually returning to that range from 4.0x as of
July 13, 2024."
The negative outlook reflects the heightened risks Advance faces in
improving operating performance and strengthening credit protection
metrics given the difficulty of its turnaround amid challenging
operating conditions.
S&P said, "We could lower our rating on Advance if we expect S&P
Global Ratings-adjusted leverage in the high-4x area on a sustained
basis. This scenario would likely coincide with stalled efforts to
meaningfully improve operations, inconsistent sales generation,
limited improvement in profitability and free operating cash flow
(FOCF) generation.
"We could revise the outlook to stable if Advance's performance
initiatives gain traction and the company performs in line or
better than our base-case forecasts. This scenario would likely
include consistent and positive same-store sales growth and S&P
Global Ratings-adjusted EBITDA margins trending toward 13% or more.
At the same time, we would expect S&P Global Ratings-adjusted
leverage improving towards the low-4x area or below.
"Governance factors have a moderately negative consideration in our
credit rating analysis of Advance. We believe inconsistent
operations and disruptions in the company's performance partially
stem from an inability to consistently execute on strategic
initiatives and adequately respond to competitive pressures.
Advance's performance highlights its weaker operational
capabilities relative to peers. Our opinion also considers the
material weakness in the company's accounting controls that had
resulted from the turnover of accounting and finance personal."
ALASKA AIR: Moody's Cuts Issuer Rating to 'Ba1', Outlook Negative
-----------------------------------------------------------------
Moody's Ratings downgraded the issuer rating of Alaska Air Group,
Inc. to Ba1 from Baa3 following the company's announcement that it
plans on issuing secured debt that will be used primarily to
refinance certain debt of Hawaiian Holdings, Inc. (Hawaiian),
likely including its $985 million 11% loyalty notes due 2029. The
rating outlook was changed to negative from stable. Following the
Department of Transportation's granting of Alaska Air's requested
interim exemption, Alaska Air closed on the acquisition of Hawaiian
on September 18. There is no rated debt issued at Alaska Air.
At the same time, Moody's assigned Baa2 backed senior secured
ratings to planned new debt obligations of AS Mileage Plan IP Ltd.
(MPIP), a newly created Cayman-domiciled, wholly but indirectly
owned subsidiary of Alaska Air. MPIP plans to issue $1.5 billion of
backed senior secured debt that will be secured by loyalty program
cash flows. The planned new debt will be split between a new backed
senior secured term loan and other pari passu backed senior secured
debt. The debt will be guaranteed on a senior secured basis by
Alaska Airlines Inc., a subsidiary of Alaska Air, and AS Mileage
Plan Holdings Ltd and on an unsecured basis by Alaska Air. The
rating outlook for MPIP is also negative.
These obligations will be secured on a pari passu basis by the
company's Mileage Plan loyalty program. The security package will
include first-priority perfected pledge of, among other items: all
material Mileage Plan agreements, Alaska Air's equity interest in
the SPV parties including the Mileage Plan intellectual property
(IP), the security interest in the collection account, reserve
accounts and payment accounts, the security interest in
substantially all current and to-be-acquired other tangible and
intangible assets of the SPV including the IP used to operate the
Mileage Plan, its rights, title and interest in the licenses
between the SPV and Alaska Air and any current and future material
Mileage Plan agreements.
The downgrade of Alaska Air's issuer rating - which is typically
the same level as the unsecured rating of an investment grade
company - to Ba1 reflects the pro forma debt capital structure.
Alaska Air is establishing a capital structure which will be made
up primarily of secured debt, which is credit negative as it
reduces the company's financial flexibility. The secured debt will
have a higher priority of claim than any unsecured debt, resulting
in the downgrade of the company's issuer rating. At close, and pro
forma for the repayment of Hawaiian's loyalty notes, Moody's
estimate that about 90% of Alaska Air's debt will be secured. The
Baa2 rating assigned to MPIP's loyalty financing is two notches
higher than the unsecured issuer rating. This reflects the
importance of the loyalty program to Alaska's cash flows. It also
reflects that Moody's continue to consider Alaska Air as an
investment grade issuer, albeit at the very low end of the
investment grade spectrum. The increase in secured debt to
partially fund the acquisition of Hawaiian, which will increase
Alaska Air's debt/EBITDA to around 3x, is a governance
consideration and a driver of the rating outcome.
The change in the outlook to negative reflects integration risk as
well as ongoing operational challenges at Hawaiian that Alaska Air
will need to overcome to sustain debt/EBITDA below 3.0x.
RATINGS RATIONALE
Alaska Air's Ba1 issuer rating reflects the company's strong
business profile and conservative financial policy. The combination
of Alaska Air and Hawaiian will strengthen Alaska Air's position as
the 5th largest US airline in terms of available seat miles,
garnering about 7% of the US market. With minimal overlap between
the two companies' networks, the acquisition broadens Alaska Air's
network which is currently concentrated on the US West Coast but
also reaches the East Coast, select larger cities in between,
Hawaii and northern Latin America. Alaska Air will benefit from a
larger presence in Hawaii, a top 25 US market, and its routes to
the US West Coat and international routes, primarily Japan. The
rating is also underpinned by the integration risk associated with
the acquisition of Hawaiian. Moody's project standalone Hawaiian's
operating cash flow will remain weak given the slow recovery of
leisure demand from Japan, the Maui fires in August 2023 and
Southwest Airlines Co. (Baa1 stable) competing on Hawaiian's
formerly core neighbor island routes. These will continue to weigh
on Hawaiian's current cash generation. The rating also reflects the
decision to maintain both the Alaska Air and Hawaiian brands which
will result in the consolidated operation relatively less
efficient, all else equal. The combined company will also operate
five different aircraft families, which will also increase
complexity compared with Alaska Air's historical fleet strategy.
Moody's expect Alaska Air to maintain very good liquidity. The
company's standalone cash approximated $2.5 billion at June 30,
2024, prior to the outlay of $1 billion paid for Hawaiian and
excluding the incremental $1.5 billion being raised in this
transaction. The company has access to an $850 million committed
revolving credit facility that expires in September 2029. The
facility requires the company to maintain at least $500 million of
cash and short-term investments and to maintain a minimum ratio of
the borrowing base of the collateral to outstanding obligations
under the revolver of not less than 1.0 to 1.0. Moody's project
planned capex for the combined company will result in cash burn of
more than $500 million in 2025. Alternate sources of liquidity are
significant – Alaska Air had 69 unencumbered aircraft at June 30,
2024 and Hawaiian owns 47 of its 66 aircraft fleet.
STRUCTURAL CONSIDERATIONS
MPIP's Baa2 senior secured rating is supported by the importance of
the Mileage Plan program to Alaska Air's franchise, operations and
cash flows, which Moody's believe lowers its probability of default
relative to that of other secured debt. Loss of access to the
loyalty program would materially weaken Alaska Air's cash
generation; earnings from the program represent about 50% of Alaska
Air's total EBITDA. Moody's expect that the loyalty program's net
cash flows will remain sufficient to meet the debt service
obligations because of the recurring use of the co-branded charge
and credit cards over the economic cycle, which will sustain
purchases of miles by program partners. In the event of a Chapter
11 reorganization by Alaska Air, Moody's expect the company would
quickly apply to the bankruptcy court to affirm the transaction's
sub-license of intellectual property, as the transaction's terms
require, resulting in no interruption in the program's cash flows.
Without the sub-license remaining in place, Alaska Air would not be
able to use the program and related cash flows would cease.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating could be upgraded if Alaska Air successfully integrates
Hawaiian's operations while sustaining debt/EBITDA below 3.0x as it
inducts new aircraft into the fleet from the substantial order
book. A ratings upgrade would also require a material proportion of
the company's capital structure to be comprised of unsecured debt.
The rating could also be upgraded if Alaska Air demonstrates the
ability to preserve operating margin above 12% and generate
positive free cash flow during periods of weak demand. The ratings
could be downgraded if the current operating environment continues
to pressure the operating profit of the combined company, resulting
in debt/EBITDA sustained above 3.5x or FFO + interest to interest
sustained below 5.0x.
Alaska Air Group, Inc. is based in Seattle and comprised of
subsidiaries Alaska Airlines, Hawaiian Holdings, Inc., Horizon Air
and McGee Air Services. With the acquisition of Hawaiian Airlines,
the company now serves more than 140 destinations throughout North
America, Central America, Asia and across the Pacific. Alaska
Airlines is a member of the oneworld Alliance. With oneworld and
its additional global partners, Alaska Air's guests can travel to
more than 1,000 worldwide destinations on 30 airlines. On a
standalone basis, Alaska Air's revenue was $10.5 billion for the 12
months ended June 30, 2024.
The principal methodology used in these ratings was Passenger
Airlines published in August 2024.
AMC CONTRACTING: Sec. 341(a) Meeting of Creditors on Oct. 15
------------------------------------------------------------
AMC Contracting Group Limited filed Chapter 11 protection in the
Northern District of Ohio. According to court filing, the Debtor
reports between $1 million and $10 million in debt owed to 100 and
199 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 15, 2024 at 2:00 p.m. via remotely.
About AMC Contracting Group Limited
AMC Contracting Group Limited is a full-service general contracting
firm based in Ohio.
AMC Contracting Group Limited sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-31740) on Sept.
16, 2024. In the petition filed by David Abraham, as president, the
Debtor estimated assets between $100,000 and $500,000 and estimated
liabilities between $1 million and $10 million.
The Honorable Bankruptcy Judge Mary Ann Whipple handles the case.
The Debtor is represented by:
Glenn E. Forbes, Esq.
FORBES LAW LLC
166 Main Street
Painesville, OH 44077
Tel: 440-739-6211
Email: bankruptcy@geflaw.net
AMERICAN DENTAL: Creditors to Get Proceeds From Liquidation
-----------------------------------------------------------
American Dental of Fitzgerald, LLC, filed with the U.S. Bankruptcy
Court for the Middle District of Georgia a Subchapter V Plan of
Liquidation dated August 22, 2024.
The Debtor was formed on December 10, 2018, and operates as a
general dental service provider in Eastman, Georgia. The Debtor's
sole member is Dr. Michael A. Knight who also serves as the sole
member for American Dental of Georgia, LLC ("ADG"), the sole member
of affiliated Debtors ADE and ADL.
The Debtor's case arose primarily out of the financial difficulties
it faced following the COVID pandemic. During the pandemic and in
its immediate aftermath, many people refrained from undergoing
non-emergency type dental procedures. During this time, Debtor's
sales rapidly declined. Because of Debtor's declining revenue, it
was unable to retain one of the dentists practicing in its Eastman
office. Eventually, Debtor's debt service obligations strained cash
flow to the point where the company's net income was not able to
service its debt load. The Debtor was eventually forced to file
this case in order to reorganize its financial affairs.
This Plan provides for the liquidation of the Debtor's Assets, with
the proceeds being paid to Debtor's creditors in accordance with
the priority scheme established by the Bankruptcy Code. Such
payments will occur through the sale or other Disposition of the
Debtor's Assets (both encumbered and unencumbered). The Assets
include available cash and liquidation proceeds of Debtor's assets.
Specifically, on August 12, 2024, the Debtor (along with its
affiliates ADE and ADL) filed a Motion to Sell in accordance with
Section 363 of the Bankruptcy Code and anticipates it will sell the
Property to such purchaser with a closing in early September.
Under this Plan, and from the Debtor's remaining cash (including
proceeds of the sale), the Debtor will pay Administrative Expenses
first, including the fees and expenses of the Subchapter V Trustee
and Debtor's Professionals. Priority Claims will be paid next. Then
Secured Creditors will be paid based upon the relative seniority of
such claims based upon the proceeds generated from Assets which
serve as a collateral for such secured debts. To the extent that
cash remains after payment to Secured Creditors, General Unsecured
Claims will be paid Pro Rata from any cash available for
distribution. If General Unsecured Claims are paid in full, any
remaining proceeds will be distributed to equity.
Class 3 consists of Allowed Unsecured Claims. Each Holder of an
Allowed Unsecured Claim in Class 3 will be paid by the Reorganized
Debtor on the Final Distribution Date, its Pro-rata share of the
Net Proceeds of Debtor's estate remaining following payments to
Unclassified Claims and Classes 1-2. This Class is impaired.
Each Holder of an Allowed Equity Interest in Class 4 shall receive
a Pro Rata Share of the Available Cash remaining after payment of
Unclassified Claims and Classes 1 to 3.
The Plan is a liquidating Subchapter V Chapter 11 plan. The funds
required for implementation of the Plan and the distributions
hereunder shall be provided from the Disposition of the Debtor's
Assets.
The Plan will be administered by the Reorganized Debtor who will be
vested with power and authority over all remaining assets of Debtor
and its Estate, and with the obligation to administer and
consummate distributions in accordance with the Plan. The
Reorganized Debtor shall be deemed as of the Confirmation of the
Plan to be the general representative of the Estate as authorized
under and pursuant to the Bankruptcy Code, including, without
limitation, Section 1123(b)(3) of the Bankruptcy Code.
A full-text copy of the Subchapter V Liquidating Plan dated August
22, 2024 is available at https://urlcurt.com/u?l=OZJObC from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Matthew S. Cathey, Esq.
G. Daniel Taylor, Esq.
Stone & Baxter, LLP
577 Third Street
Macon, GA 31201
Tel: (478) 750-9898
Fax: (478) 750-9899
Email: mcathey@stoneandbaxter.com
dtaylor@stoneandbaxter.com
About American Dental of Fitzgerald
American Dental of Fitzgerald, LLC, and its affiliates provide
general dentistry services.
The Debtors filed Chapter 11 petitions (Bankr. M.D. Ga. Lead Case
No. 24-10482) on May 24, 2024. Michael Knight, manager, signed the
petitions.
At the time of the filing, American Dental of Fitzgerald disclosed
as much as $500,000 in both assets and liabilities.
Judge Robert M. Matson oversees the cases.
Matthew S. Cathey, Esq., at Stone & Baxter, LLP, is the Debtors'
legal counsel.
ARCON CONSTRUCTION: Begins Subchapter V Bankruptcy Proceeding
-------------------------------------------------------------
Arcon Construction Corporation 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
October 21, 2024 at 1:00 p.m. via UST Teleconference, Call in
number/URL: 1-877-991-8832 Passcode: 4101242.
About Arcon Construction Corporation
Arcon Construction Corporation sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No.
24-30679) on September 13, 2024. In the petition filed by Andrey
Libov, as chief operating officer, 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:
Eric J. Gravel, Esq.
THE LAW OFFICES OF ERIC J. GRAVEL
1390 Market St., Suite 200
San Francisco, CA 94102
Tel: (650) 931-6000
Fax: (650) 931-6424
Email: ctnotices@gmail.com
ASHTON WOODS: Moody's Upgrades CFR & Sr. Unsecured Notes to Ba3
---------------------------------------------------------------
Moody's Ratings has upgraded the Ashton Woods USA, LLC's corporate
family rating and senior unsecured notes rating to Ba3 from B1 and
the probability of default rating to Ba3-PD from B1-PD. The rating
outlook is maintained at stable.
"The upgrade to Ba3 reflects Ashton Woods' continued improvements
in its operating performance and Moody's expectations that the
company can sustain a moderate leverage and solid credit metrics
also in a less favorable market environment," said Griselda Bisono,
Vice President – Senior Analyst at Moody's Ratings. Ashton Woods
has reduced leverage through earnings growth over the past three
years, with debt to book capitalization having declined to about
42% as of May 31, 2024 from 53.8% at May 31, 2021. Moody's expect
leverage to remain below 40% through the end of fiscal 2026. "The
ratings upgrade also recognizes Ashton Woods' strong local market
position in some of the top homebuilding MSAs in the country,"
added Bisono.
RATINGS RATIONALE
The Ba3 CFR reflects Ashton Woods' conservative land strategy,
which includes a high component of optioned land and an inventory
base that is highly developed. The rating also considers the
company's strong local market position despite its relatively small
size compared to the universe of publicly rated homebuilders. These
positive factors are offset by broad affordability constraints in
the housing sector which has led to a reduction in pricing power
for homebuilders, resulting in gross margin reduction over the next
two fiscal years. Other factors Moody's consider include the
company's geographic concentration in the state of Texas, which
represented about 37% of revenue for the fiscal year ended May 31,
2024.
Industry cost pressures including land, labor and materials can
negatively impact gross margin and the cyclical nature of the
homebuilding industry can lead to protracted revenue corrections.
Ashton Woods liquidity profile is good, despite projecting negative
free cash flow in fiscal 2025, as a result of increased land
investment to support future growth. Liquidity is supported by
Ashton Woods' $445 million unsecured revolving credit facility that
is expected to remain largely undrawn over the next 15 months and a
large cash balance of $536 million as of May 31, 2024.
Moody's expect that Ashton Woods will maintain a financial policy
that will balance dividend distributions against operating
performance and capital investment needs.
The stable outlook reflects Moody's expectations that Ashton Woods
will continue to maintain a conservative land strategy while
executing strategic growth in existing markets. This should support
leverage remaining below 40% debt to book capitalization over the
next 12 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Ashton Woods maintains strong
credit metrics, including debt to book capitalization sustained
below 40%, EBIT to interest above 5.0x and consistent free cash
flow generation through cycles. An upgrade would also require a
clearly articulated financial policy with a balanced approach to
shareholder distributions and growth investments. Finally, an
upgrade would require a meaningful increase in scale, while
continuing to diversify geographically.
The ratings could be downgraded if debt to book capitalization
approaches 50%, EBIT to interest falls below 4.0x or adjusted gross
margins fall below 20%, all on a sustained basis. A downgrade would
also result should Ashton Woods experience a material deterioration
in liquidity or engages in aggressive shareholder friendly
activities.
The principal methodology used in these ratings was Homebuilding
and Property Development published in October 2022.
Headquartered in Atlanta, Georgia, Ashton Woods constructs
single-family detached and attached homes in Texas, Arizona, North
Carolina, South Carolina, Georgia, Florida and Tennessee. For the
12 months ended May 31, 2024, Ashton Woods generated approximately
$3.7 billion in revenues and $485 million in pretax income.
ASSETS HOLDING: Updates Unsecured Claims Pay Details
----------------------------------------------------
Assets Holding Partnership, Ltd., submitted a First Amended Plan of
Reorganization dated August 23, 2024.
The Debtor will continue to lease the 4 buses to C&H for
operations. The rental income will be able to provide funds for
this Plan. The rental is approximately 160% of the debt payments.
The final Plan payment is expected to be paid on the fifth day of
the 36th full calendar month from the filing of this case.
This Plan of Reorganization proposes to pay Debtor's creditors
primarily from future income generated by the business. The Debtor
believes that it will be able to operate its business to fund the
Plan.
Class 9 consists of the non-priority unsecured claims allowed under
Section 502 of the Code. The Debtor believes the aggregate amount
of Class 9 claims that should be allowed are approximately
$846,439.47. This class includes the creditors that have filed
unsecured claims or are listed in the schedules as unsecured
creditors whose claims are not disputed, not contingent and are
liquidated.
The Debtor will pay the projected disposable income for 36 months
following the Effective Date to creditors in this class with
allowed claims. Debtor may pay such amounts quarterly starting with
the first full calendar quarter after the Effective Date. Payments
will be approximately as set forth in the projections.
Wells Fargo Bank has an unsecured claim and will be paid in class
9.
Any prepetition and post-petition ad valorem tax liens secured by
the Vehicles shall be retained until such taxes are paid in full.
The Taxing Authorities reserve the right to amend their claims for
actual 2024 tax liability amounts pursuant to the Texas Tax Code
and are not capped by the amounts set forth in the Plan. No
administrative expense claim or a request for payment shall be
required for payment of 2024 or subsequent years' taxes.
The Reorganized Debtor shall pay all post-petition Vehicle taxes in
the ordinary course of business, prior to delinquency, and shall be
subject to the Texas Tax Code, including accrual of penalties and
interest for delinquent post-petition taxes. Failure to pay all
post-petition Vehicle taxes in the ordinary course shall be an
event of default under this Plan.
The Debtor will collect funds due for June of 2024. The funds are
anticipated to be paid in the very near future. The Debtor will
surrender all buses but the 4 buses that the Debtor is retaining.
If Frost Bank fails to take possession of the surrendered buses
within 45 days of the Effective Date of this Plan, the Debtor is
authorized to dispose of the buses and either pay the tax liens if
the Debtor receives any proceeds, or the Tax liens will continue to
be attached to the buses. Frost Bank will be required to execute
documents to release its liens on the surrendered Vehicles.
"Disposable Income" shall mean the amount of money in the
projections to be paid to the creditors as provided in this plan.
The Disposable Income shall not change after confirmation.
"Vehicles" shall mean the the buses to be retained by the Debtor
that are: a 2017 Van Hool, a 2014 Van Hool, a 2019 Freightliner,
and a 2016 Freightliner.
"Taxing Authorities" or "Taxing Authorities" shall mean any
governmental taxing entity.
A full-text copy of the First Amended Plan dated August 23, 2024 is
available at https://urlcurt.com/u?l=KvQKYz from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Reese W. Baker, Esq.
Baker & Associates
950 Echo Lane Ste. 300
Houston, TX 77024
Telephone: (713) 869-9200
Facsimile: (713) 869-9100
About Assets Holding Partnership
Assets Holding Partnership, Ltd., is a Texas partnership that owns
transportation vehicles and leases the vehicles.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-31741) on April 18,
2024, with $100,001 to $500,000 in assets and liabilities.
Judge Eduardo V. Rodriguez presides over the case.
Reese W. Baker, Esq., at Baker & Associates, is the Debtor's legal
counsel.
ATHENAHEALTH GROUP: Moody's Affirms 'B3' CFR, Outlook Stable
------------------------------------------------------------
Moody's Ratings affirmed athenahealth Group Inc.'s B3 corporate
family rating, B3-PD probability of default rating, B2 senior
secured bank credit facility ratings, and Caa2 senior unsecured
notes rating. The outlook is stable.
RATINGS RATIONALE
athenahealth's B3 CFR reflects the company's improving, albeit
still very high leverage of 9.2x debt/EBITDA (expensing software
development costs), negative free cash flow in the LTM ended June
30, 2024, and the highly competitive nature of the electronic
health record (EHR) software market. Moody's expect that
athenahealth will sustain its revenue growth in the mid-to-high
single digits over the next 12 to 18 months, supported by stable
healthcare utilization rates, strong retention rates and new
customer wins. Moody's expect EBITDA growth (on a Moody's adjusted
basis) in the mid-single digit range as actioned cost reductions
are offset by investments in product and sales and marketing, which
Moody's view as important to maintain its leadership position in
the highly competitive markets. Moody's expect leverage will
decline to around 8.5x and free cash flow will improve from
breakeven in 2024 to around $85 million in 2025.
athenahealth benefits from its leading market position as a top
three provider within the EHR market with revenue of around $2.3
billion. The mission critical nature of athenahealth's software and
services, as well as the differentiated product portfolio support
longstanding customer relationships and result in high retention
rates. Moody's believe the long term industry trends remain
favorable supported by ambulatory market growth and the increasing
demand for technology solutions that can help healthcare provides
become more efficient and lead to improved patient outcomes.
athenahealth's liquidity is considered good, supported by cash
balances of $110 million as of June 30, 2024, projected $85 million
of free cash flow in 2025, and an undrawn $1 billion revolver due
February 2027. The revolver is subject to a springing first lien
net leverage covenant of 9.25x that is triggered at 35% revolver
utilization (covenant net leverage was 4.87x at June 30, 2024).
Moody's expect that athenahealth will maintain a cushion under this
covenant for at least the next 12 months.
The stable outlook reflects Moody's expectation that athenahealth
will grow revenue in the mid-to-high single digits and reduce
leverage toward 8.5x by the end of 2025. It also reflects the
company's good liquidity that provides additional flexibility to
weather any temporary challenges.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company is expected to
maintain a more conservative financial strategy, with leverage
sustained below 7.5x and free cash flow to debt expected to be
above 5%.
The ratings could be downgraded if organic revenue or EBITDA
decline, liquidity weakens materially, or Moody's expectations of
free cash flow to be negative on other than a temporary basis.
Headquartered in Boston, MA, athenahealth Group Inc. is a leading
provider of network-based electronic health records, revenue cycle
management (RCM), patient management, care coordination, and
population health software and services to healthcare providers.
The company generated revenue of around $2.3 billion in the LTM
ended June 30, 2024. Since the LBO in early 2022, the company is
majority owned by Hellman & Friedman, Bain Capital and GIC, with
minority equity interest held by Veritas Capital, Evergreen Coast
Capital and management.
The principal methodology used in these ratings was Software
published in June 2022.
AYTU BIOPHARMA: Incurs $15.84 Million Net Loss in FY Ended June 30
------------------------------------------------------------------
Aytu Biopharma, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$15.84 million on $81 million of net revenue for the year ended
June 30, 2024, compared to a net loss of $17.05 million on $107.40
million of net revenue for the year ended June 30, 2023.
As of June 30, 2024, the Company had $118.09 million in total
assets, $62.23 million in total current liabilities, $28.15 million
in total non-current liabilities, and $27.72 million in total
stockholders' equity.
Aytu said, "Since our inception, we have had significant operating
losses. As of June 30, 2024, we had accumulated deficit of $320.0
million. Even though during fiscal 2024 we mitigated the
conditions that gave rise to substantial doubt about our ability to
continue as a going concern, we may continue to incur net losses,
and our ability to generate positive cash flows from operating
activities is uncertain for the foreseeable future. We have not
established an ongoing source of revenue sufficient to cover
operating costs. Our ability to continue as a going concern is
dependent on our continued operational improvements, refinancing,
or obtaining adequate capital to fund operating losses until we
become profitable. If we are unable to generate sufficient cash
flows or obtain adequate capital, we may be unable to develop and
commercialize our product offerings and we could be forced to cease
operations," said Aytu in the SEC filing.
Management Discussion
"During fiscal 2024, we continued to successfully reposition Aytu
as a growing specialty pharmaceutical company focused on
commercializing novel prescription therapeutics. Over the past
year, we successfully wound down and subsequently announced the
sale of our Consumer Health business, which was completed in July
2024. This renewed focus on our higher-margin Rx Segment, coupled
with the successful implementation of a number of cost saving
initiatives, resulted in consolidated adjusted EBITDA of $9.2
million in fiscal 2024 compared to $3.5 million in fiscal 2023, an
improvement of 162%," commented Josh Disbrow, chief executive
officer of Aytu. "Even more impressive is the transition from just
two years ago when our consolidated adjusted EBITDA was a negative
$21.5 million, highlighting a positive swing of more than $30
million over the past two years. Looking to the future, we
continue to focus on driving prescription growth and leveraging the
unique capabilities of our commercial platform, including Aytu
RxConnect. This unique program provides tremendous benefits to
patients and healthcare providers through transparent and
predictable drug pricing, propelling future revenue growth and
efficiencies."
"Within our Rx Segment, our ADHD Portfolio net revenue increased
23% for the full year and experienced an 8% year-over-year increase
during the second half of the fiscal year. Further, our Pediatric
Portfolio continues to be impacted by payer changes that occurred
in September 2023 but we remain convicted that the Pediatric
Portfolio will return to growth from these current levels. We have
implemented a number of commercial initiatives that give us
confidence that we can get back to growth mode across the Pediatric
Portfolio. We are seeing early momentum with those growth
initiatives as pediatric product unit shipments have increased 115%
from July 1, 2024, to September 25, 2024. We remain focused on
driving prescription demand, improved coverage and patient access
across our entire portfolio, and we fully expect to see Rx Segment
net revenue and adjusted EBITDA growth from fiscal 2024 levels for
the full year of fiscal 2025."
"The strategic and operational initiatives we have implemented have
allowed us to maintain a strong cash position, which was in excess
of $20 million at the end of the fiscal year. This successful
execution was further recognized financially through the receipt of
$3.5 million of proceeds from the exercise of warrants, of which a
portion was used as a capital source to pay down some of our
existing term loan as we continue to strengthen our balance sheet.
We also successfully refinanced our existing term loan and extended
our revolving credit facility during the fourth quarter on more
favorable terms to the Company. We remain confident that with our
strategic focus on cash flows and earnings, we will continue to
further enhance the financial profile of the Company via revenue
growth and bottom-line improvement going forward."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1385818/000143774924030062/aytu20240630_10k.htm
About Aytu BioPharma, Inc.
Headquartered in Denver, Colorado, Aytu -- aytubio.com -- is a
pharmaceutical company focused on commercializing novel
therapeutics. The Company's prescription products include Adzenys
XR-ODT (amphetamine) extended-release orally disintegrating tablets
and Cotempla XR-ODT (methylphenidate) extended-release orally
disintegrating tablets (see Full Prescribing Information, including
Boxed WARNING) for the treatment of attention deficit hyperactivity
disorder (ADHD), Karbinal ER (carbinoxamine maleate), an
extended-release antihistamine suspension indicated to treat
numerous allergic conditions, and Poly-Vi-Flor and Tri-Vi-Flor, two
complementary fluoride-based prescription vitamin product lines
available in various formulations for infants and children with
fluoride deficiency.
AZUL SA: Fitch Lowers LongTerm IDRs to 'CC'
-------------------------------------------
Fitch Ratings has downgraded Azul S.A.'s Long-Term Foreign and
Local Currency Issuer Default Ratings (IDRs) to 'CCC' from 'B-',
and its National Scale Rating to 'CCC(bra)' from 'BB(bra)'. Fitch
has also downgraded Azul Secured Finance LLP's senior secured notes
to 'CCC'/'RR4' from 'B-'/'RR4' and Azul Investments LLP's unsecured
notes to 'CC'/'RR6' from 'CCC+'/'RR5'.
The downgrades reflect Azul's heightened refinancing risk and
weaker cash flow profile challenged by the depreciation of the
Brazilian real (BRL). Fitch believes the likelihood that company
will be able to raise the necessary financing to materially improve
its capital structure and/or its cash flow profile at this time has
been reduced, reflecting a credit risk more commensurate with a
'CCC' rating.
Reaching a solution is getting longer than Fitch initially expected
and less friendly in terms of collateral package and financial
costs, which further leads to an unsustainable capital structure.
Azul has informed its ongoing renegotiations with lessors are
evolving, and that, the terms involve, among others, a potential
replacement debt for equity interest in Azul.
Key Rating Drivers
Cash Flow Burn Accelerating: Negative headwinds faced by Azul
relate to BRL devaluation, around 10% revenue loss within its
operations in Rio Grande do Sul, and delayed on receiving new
aircraft is pressuring its operating cash flow generation during
2024. This combined with Azul's high interest and rental payments
and capex results in negative free cash flow generation. EBITDA for
the second half of the year is estimated around BRL3.3- BRL3.6
billion and lease rental, interests and capex should sum up BRL4.1
billion, per Fitch estimative.
Heightened Refinancing Risks: Fitch believes the likelihood that
Azul will be able to raise the necessary financing to fund its cash
flow burn, short term financial debt maturities and to recompose
its lease obligations at sustainable conditions has been reduced
since the last review. As of June 30, 2024, Azul had BRL1.5 billion
of debt in the short term, with BRL1.2 billion being due during
2H24, and around BRL1.4 billion of readily available cash, per
Fitch's criteria.
As per Fitch's estimates, the company will not be able to generate
enough cash flow nor has sufficient liquidity to fulfil those
obligations, without new money. The margin of safety to avoid a
Fitch defined default-like process has diminished given the
pressure on cash flow and still ongoing renegotiations, which is
commensurate with the 'CCC' rating category.
Recovery Analysis
KEY RECOVERY RATING ASSUMPTIONS
The recovery analysis assumes that AZUL would be considered a going
concern in bankruptcy and that the company would be reorganized
rather than liquidated. Fitch has assumed a 10% administrative
claim.
Going-Concern Approach: AZUL's going concern EBITDA is BRL2.5
billion which incorporates the low-end expectations of Azul's
EBITDA post-pandemic, adjusted by lease expenses, plus a discount
of 20%. The going-concern EBITDA estimate reflects Fitch's view of
a sustainable, post-reorganization EBITDA level, upon which Fitch
bases the valuation of the company. The enterprise value
(EV)/EBITDA multiple applied is 5.5x, reflecting AZUL's strong
market position in the Brazil.
Fitch applies a waterfall analysis to the post-default EV based on
the relative claims of the debt in the capital structure. The debt
waterfall assumptions consider the company's total debt as of June
30, 2024. These assumptions result in a recovery rate for the
first-lien secured bonds within the 'RR1' range, but due to the
soft cap of Brazil, this is kept at 'RR4', and second-lien secured
notes fall within 'RR4' range. Azul's senior secured are rated at
'CCC'/'RR4'. For the unsecured notes, the recovery is within the
RR6 range, therefore results in two notches downgrade from the IDR,
being rated at 'CC'/'RR6'
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- An upgrade of Azul's ratings is unlikely until the company
addresses its short-term refinancing needs and liquidity concerns.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Liquidity deterioration and/ or difficulties to continue to
access credit lines;
- Announcement of debt restructuring or refinancing with weaker
terms to creditors
- A downgrade could occur if Fitch believes that a default or
default-like process appears probable or has begun.
Liquidity and Debt Structure
High Refinancing Risks: Azul's short-term maturities totaled BRL6.0
billion (BRL1.5 billion of financial debt and BRL4.5 billion of
leasing obligations) as of June 30, 2024. Azul's readily available
cash, per Fitch's criteria, declined to BRL1.5 billion from BRL1.9
billion at end of December 2023. Total long-term debt was BRL31.5
billion, and primarily consists of BRL14.3 billion of leasing
obligations, BRL382 million of cross-border senior unsecured notes
due 2024, BRL176 million due 2026, and BRL9.9 billion of secured
issuances due 2028, 2029 and 2030, BRL2.1 billion of other loans
and financing, BRL3.6 billion of lessors equity/note and BRL1
billion of convertible debentures.
Issuer Profile
Azul is one of Brazil's largest local airlines, with significant
presence in the regional market and being the sole player on 82% of
its routes. During 2023, 93% of its revenues were derived from
passengers and 7% from cargo and others.
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
----------- ------ -------- -----
AZUL Investments
LLP
senior
unsecured LT CC Downgrade RR6 CCC+
Azul S.A. LT IDR CCC Downgrade B-
LC LT IDR CCC Downgrade B-
Natl LT CCC(bra)Downgrade BB(bra)
Azul Secured
Finance LLP
senior secured LT CCC Downgrade RR4 B-
Senior Secured
2nd Lien LT CCC Downgrade RR4 B-
BAMBY EXPRESS: Seeks Court Approval to Use Cash Collateral
----------------------------------------------------------
Bamby Express, Inc. asks the U.S. Bankruptcy Court for the Northern
District of Illinois for authority to use its cash collateral
during its Chapter 11 bankruptcy case.
The motion requests interim and final orders to allow Bamby Express
to access its funds for business operations while offering adequate
protection to its primary secured creditor, the U.S. Small Business
Administration, to which it owes $350,000. The company is
undergoing a Chapter 11 reorganization under Subchapter V, a
provision for small businesses, and filed its bankruptcy petition
on September 17, 2024.
Bamby Express, which operates a single semi-truck and trailer,
encountered financial difficulties due to a downturn in revenue and
increased costs following the COVID-19 pandemic. These challenges
have made it hard for the company to meet its debt obligations.
Despite filing for Chapter 11, the company continues to manage its
operations as a debtor-in-possession, allowing it to remain in
control of its business while restructuring its debt. The primary
goal is to regain profitability and provide value to its creditors,
including the SBA.
Before the bankruptcy filing, Bamby Express borrowed $350,000 from
the SBA under a secured loan agreement, which gave the SBA a lien
on the company's assets. As part of the motion, Bamby Express
acknowledges this secured interest and proposes adequate protection
measures to safeguard the SBA’s claim. Specifically, the debtor
is offering replacement liens on its assets to the SBA, ensuring
that the creditor's secured position remains intact and at the same
priority level as before the bankruptcy.
The Debtor requests the court schedule a final hearing within 30
days of issuing an interim order to review whether the use of the
cash collateral should be extended. The interim order would provide
the company with immediate access to its funds while ensuring that
adequate protection is in place for the SBA. Bamby Express believes
that the interim and final orders reflect responsible business
judgment and will allow the company to meet its fiduciary duties
under the bankruptcy code.
About Bamby Express
Bamby Express, Inc. is a small transportation company that operates
a single semi-truck and trailer. It primarily offers freight and
logistics services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill, Case No. 24-13689) with up to
$50,000 assets and $100,001-$500,000 in liabilities. Dusan
Cirkovic, president, signed the petition.
Richard G. Larsen Esq., of SpringerLarsen, LLC represents the
Debtor as legal counsel.
BARROW SHAVER: Mehaffy Weber Files Rule 2019 Statement
------------------------------------------------------
The law firm of Mehaffy Weber, P.C. ("MW") filed a verified
statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure to disclose that in the Chapter 11 case of Barrow Shaver
Resources Company LLC, the firm represents:
1. Baker Hughes Oilfield Operations LLC;
2. Cactus Wellhead, LLC; and
3. Princess Three Operating, LLC
MW represents each of these clients individually. The clients
represented by MW do not constitute a committee of any kind.
Each of the parties have retained MW as their legal counsel with
respect to the matters arising in this case and/or for purposes of
asserting claims and/or protecting other rights and interests in
relation to the Debtor. MW has fully advised each of the parties
with respect to the concurrent representation, and each consented
to such representation by MW in the matters.
MW does not hold a claim against or interest in the Debtor at this
time and has not filed a proof of claim on its own behalf in this
case. Blake Hamm, Holly Hamm, and the law firm of MW do not own,
nor have ever owned: (i) any claim against the Debtor in this case,
or (ii) any equity securities of the Debtor.
The Creditors' address and the nature and amount of disclosable
economic interests held in relation to the Debtor are:
1. Baker Hughes Oilfield Operations LLC
P.O. Box 4740
Houston, Texas 77210
* $56,831.25
2. Cactus Wellhead
920 Memorial City Way, Ste. 300
Houston, Texas 77024
* $219,074.94
3. Princess Three Operating, LLC
P.O. Box 1983
Henderson, Texas 75653
* $352,790.40
The law firm can be reached at:
MEHAFFY WEBER, P.C.
Blake Hamm, Esq.
Holly C. Hamm, Esq.
P.O. Box 16
Beaumont, TX 77704
Telephone: (409) 835-5011
Facsimile: (409) 835-5177
Email: BlakeHamm@mehaffyweber.com
Email: HollyHamm@mehaffyweber.com
About Barrow Shaver Resources Company
Barrow Shaver Resources Company, LLC, is a privately held,
independent oil and gas exploration and acquisition company based
in Tyler, Texas. Barrow Shaver is engaged in prospect generation,
producing properties acquisition, lease acquisition, assembly and
marketing of prospects for the exploration and development of oil
and natural gas in the prolific producing trends of the East Texas
and West Texas Basins.
Barrow Shaver Resources Company sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 24-33353)
on Aug. 19, 2024, with $50 million to $100 million in both assets
and liabilities. James Katchadurian, chief restructuring officer,
signed the petition.
Judge Alfredo R. Perez oversees the case.
The Debtor tapped Jones Walker, LLP, as legal counsel; CR3
Partners, LLC as financial advisor; and Kroll Restructuring
Administration, LLC as claims, noticing, and solicitation agent.
BAWT ENTERPRISES: Case Summary & Eight Unsecured Creditors
----------------------------------------------------------
Debtor: BAWT Enterprises LLC
f/k/a Athenium Analytics, LLC
1 Washington Street
Suite 5145
Dover, NH 03820
Chapter 11 Petition Date: September 27, 2024
Court: United States Bankruptcy Court
District of Delaware
Case No.: 24-12215
Debtor's Counsel: Mette H. Kurth, Esq.
CM LAW PLLC
3411 Silverside Road
Baynard Building, Suite 104-13
Wilmington, DE 19810
Tel: 302-289-8839
Email: mkurth@cm.law
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Bill Pardue as chief executive officer.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/75XU75Y/BAWT_Enterprises_LLC__debke-24-12215__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Eight Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Wenty LLC Noteholder $1,566,292
13 Ridge Road
Concord, NH 03301
2. Okeanos (Riverbend) Noteholder $1,077,302
392 Walker Road
Great Falls, VA 22066
3. Padren LLC Noteholder $270,322
131 Forest Street
Winchester, MA 01890
4. Rebecca and John Keller Noteholder $270,172
5. Live Oaks Assets Noteholder $227,894
1336 West US Highway 80
Bloomingdale, GA 31302
6. LNWM LLC Noteholder $75,255
507 Virginia Ave.
Alexandia, VA 22302
7. David Roberts Noteholder $68,368
8. Fondo Fabregas LLC Noteholder $37,927
1625 Eckington Place
Northeast #305
Washington, DC 20002
BEASLEY BROADCAST: S&P Withdraws 'CC' Issuer Credit Rating
----------------------------------------------------------
S&P Global Ratings withdrew all of its ratings on Beasley Broadcast
Group Inc., including the 'CC' issuer credit rating, at the
issuer's request. At the time of the withdrawal, S&P outlook on the
company was negative.
BEAVER DEVELOPMENT: Claims to be Paid from Property Sale/Refinance
------------------------------------------------------------------
Beaver Development, LLC, filed with the U.S. Bankruptcy Court for
the District of Montana a Disclosure Statement to accompany Chapter
11 Plan dated August 23, 2024.
The Debtor is a single asset real estate entity holding title to a
commercial property in Dillon, Montana. Ronald Johnson is the sole
member of Beaver Development LLC.
The commercial property was historically rented to retail entities
including the department store Shopko. Following the bankruptcy of
Shopko and its parent entity the real estate has been used as a
convention center with the booking of events handled by Frontier
Event Center/Ronald Johnson.
The real property is described as: 102 East Helena Street, Dillon
MT 59725 (occasionally listed as 100 East Helena Street). Dillon
Original Townsite, S19, T07 S, R08 W. Block 12, Lot 1 - 20. Acres
1.43 including Alley.
The Debtor listed the value of the property as being $818,660.00
based upon the State of Montana real property appraisal value as
listed in 2023. The Debtor has no other significant assets.
The Debtor filed for Chapter 11 protection on April 15, 2024 and
has continued to operate during the pendency of the bankruptcy. The
Debtor has the facilities through Frontier Events Center and used
those rents as well as personal contributions from Ronald Johnson
to maintain the basic operating costs including insurance
coverage.
The Debtor Plan proposes the sale or refinance of the Debtor's
assets and the payment in full of all allowed creditor claims.
The Debtor's Plan does not propose compensation to Ronald Johnson
other than that equity that may exist upon payment in full of Class
I, II, III and administrative claims.
This Plan is a repayment plan through sale or refinance. The Debtor
shall sell or refinance the property prior to October 1, 2025, and
pending sale or refinance the Debtor shall maintain payments to
Class 1 claims.
The Class IV creditors are general unsecured claims. No such claims
exist.
The Class V creditors are general unsecured claims that are
disputed in the Debtor's schedules or for which no Proof of Claim
has been filed. The Class V creditors will be disallowed under the
plan and receive no payment.
The Class VI creditors are those Equity Security Holders holding
preconfirmation interests in the Debtor. The member of this class
is Ronald Johnson. The Class VI creditor will be paid upon the
payment in full of Class I, II, III and any and all Administrative
Claims.
The Debtor's Plan is a Plan of sale or refinance. Within 45 days of
the Confirmation Order the property will be listed for sale with a
qualified realtor. The listing shall be maintained until a sale is
achieved with funds sufficient to pay the allowed secured claims of
the Debtor and the administrative costs of the bankruptcy. At any
time during the pendency of the Plan the Debtor may satisfy the
payments under the Plan through a refinance of the property.
Failure to Sell or Refinance. If the sale or refinance of the
property has not been completed on or before October 1, 2025 than
on October 2, 2025 First Montana Bank shall have all of its rights
as a secured party/creditor under Montana laws, including the
Uniform Commercial Code as adopted by the State of Montana and the
Montana Small Tract Financing Act.
A full-text copy of the Disclosure Statement dated August 23, 2024
is available at https://urlcurt.com/u?l=cwRsvP from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Matt Shimanek, Esq.
Shimanek Law PLLC
317 E. Spruce St.
Missoula, MT 59802
Telephone: (406) 544-8049
About Beaver Development
Beaver Development, LLC, is a single asset real estate entity
holding title to a commercial property in Dillon, Montana.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mont. Case No. 24-20045) on April 15,
2024. In the petition signed by Ronald W. Johnson, president, the
Debtor disclosed under $1 million in both assets and liabilities.
Judge Benjamin P. Hursh oversees the case.
Matt Shimanek, Esq., at Shimanek Law PLLC, serves as the Debtor's
counsel.
BIFM CA BUYER: Moody's Alters Outlook on 'B3' CFR to Positive
-------------------------------------------------------------
Moody's Ratings has affirmed BIFM CA Buyer Inc.'s (BGIS) B3
corporate family rating, B3-PD probability of default rating, and
the B3 ratings on the backed senior secured first lien term loan
and backed senior secured revolving credit facility. The outlook
has been changed to positive from stable.
"The outlook change to positive reflects Moody's forecast that
BGIS's deleveraging trend will continue, with debt to EBITDA around
5.5x by the end of 2024 and EBITDA to interest reaching above 2x.
Moody's expect continued improvement in BGIS's operating
performance as a result of steady organic growth, new business
wins, and a strong contract profile improving credit metrics and
liquidity", said Will Gu, a Moody's Ratings analyst.
RATINGS RATIONALE
BIFM CA Buyer Inc.'s CFR benefits from: (1) good market position in
the integrated facilities management business in Canada and
Australia; (2) steady organic EBITDA growth supported by the trend
towards outsourcing facility management with ample runway for
inorganic growth under the company's active M&A strategy; and (3)
strong customer retention track record, including blue chip and
government clients with multiyear contracts underpinning good
revenue visibility.
However, the rating is constrained by: (1) small scale compared to
large international competitors; (2) aggressive financial policies
including debt-funded dividends that has kept financial leverage
high; (3) geographic and customer concentration, with Canada and
Australia accounting for nearly 85% of EBITDA in 2023 and around
one-third of gross margin tied to two government entities; and (4)
interest coverage (EBITDA/interest) around 2x in 2024 and debt to
EBITDA remaining above 5x.
BGIS has very good liquidity. The sources of liquidity total around
C$363 million, consisting of cash on hand of about C$133 million
(as of Q2 2024), full availability (before deducting about C$25
million letters of credit) under the company's US$120 million
revolving credit facility expiring December 2027 and Moody's
expectation of about C$90 million free cash flow in the next four
quarters. Customer prepayments could result in fluctuations in
working capital, thereby impacting the company's free cash flow and
liquidity. Uses of cash are limited to about C$12 million in
mandatory debt amortizations. The revolving credit facility is
subject to a springing net leverage covenant which Moody's expect
the company would remain in compliance with if sprung. The company
has limited ability to generate liquidity from asset sales.
BGIS's backed senior secured revolving credit facility expiring
December 2027 and backed senior secured first lien term loan due in
May 2028 are rated B3, the same as BGIS's CFR because it makes up
the bulk of the debt. The rated debt at BGIS is supported by
secured upstream guarantees from BGIS's Canadian and US operating
subsidiaries (restricted subsidiaries) but no other BGIS operations
(restricted non-guarantee subsidiaries, including BGIS Australia).
Despite this, BGIS's parent owns those businesses and provides a
guarantee to the rated debt that is secured by the stock of
subsidiaries.
The positive outlook reflects Moody's view that that EBITDA
expansion will continue to support modest deleveraging, with debt
to EBITDA around 5.5x by the end of 2024 and EBITDA interest
coverage reaching above 2.0x.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company demonstrates a
conservative financial policy track record and maintains a strong
liquidity profile, while sustaining Debt/EBITDA below 6x and
EBITDA/Interest sustains above 2x.
The ratings could be downgraded if the company sustains Debt/EBITDA
above 8x, EBITDA/Interest is below 1x or if liquidity becomes
weak.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
BGIS is a global provider of integrated facilities management (IFM)
services headquartered in Markham, Ontario. BGIS provides facility
management, project delivery, energy & sustainability services,
asset management, workplace advisory and real estate services to
public and private enterprises in North America, the UK and the
Asia-Pacific region.
BRE/EVERBRIGHT M6: Moody's Lowers CFR to 'B3', Outlook Stable
-------------------------------------------------------------
Moody's Ratings downgraded the ratings of BRE/Everbright M6
Borrower LLC (Motel 6) including its corporate family rating to B3
from B2, probability of default rating to B3-PD from B2-PD and
senior secured bank credit facility rating to B3 from B2. The
outlook remains stable.
The downgrade is based on the company's financial performance and
notwithstanding the recent announcement that Oravel Stays Limited
(OYO, B3 stable) plans to acquire the franchise operations of Motel
6 for $525 million from its private equity owner, Blackstone Real
Estate. That transaction is expected to close in the fourth quarter
of 2024, subject to regulatory approvals. If the transaction
closes, Motel 6's term loan would be paid in full and Moody's would
withdraw its ratings at that time.
The downgrade to B3 reflects Moody's projection that Motel 6's
debt/EBITDA will remain high at about 8.5x and liquidity could be
pressured as exposure to expenses related to the company's
previously owned hotels (Propco) weighs on the franchise operations
(Opco). The company's remaining operations produce a very modest
amount of EBITDA -- Moody's adjusted EBITDA was $26 million for the
12 months ended June 30, 2024 -- relative to the median EBITDA of
about $150 million for cross-sector B3 rated peers. In the first
quarter of 2024, there was an approximate $5 million charge at
Propco, which reduced the company's adjusted EBITDA to $4 million
for the quarter, an approximate 30% decline versus the prior year.
The company reported cash of $16 million at June 30, 2024 which
Moody's project will remain essentially flat at the end of 2024.
The company has no committed revolving credit facility.
RATINGS RATIONALE
The B3 CFR reflects Motel 6's very small size based on revenue,
balanced by its well-known brand in the US and its focus on the
economy segment of the lodging industry. This segment of the
lodging industry is typically more stable than other segments
during economic downturns. The company has completed its transition
to a fully franchised business model through the sale of
essentially all owned and operated assets (there was one owned and
operated hotel at June 30, 2024). Compared to hotel owners, hotel
franchisors typically have higher profit margins and generate more
stable earnings as they are not exposed to hotel operating costs.
The B3 CFR also reflects the company's weak credit metrics, with
debt/EBITDA currently around 10.0x and modest EBITA/interest
expense coverage near 1.0x.
The stable outlook reflects Moody's belief that credit metrics may
modestly improve in the upcoming 12 to 18 months. Capital
investment requirements are low at near $5 million and the term
loan matures in September 2026.
Liquidity will remain adequate but limited based on expectations
for negative free cash flow and a modest cash balance near $10 to
$15 million. The company has no revolving credit facility. There is
no required amortization on the term loan. The term loan has no
financial maintenance covenants. As an asset light hotel
franchisor, alternative sources of liquidity are modest.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if operations improve, resulting in
stronger liquidity and sustained debt/EBITDA below 6.0x with
EBITA/interest coverage exceeding 2.0x. The ratings could be
downgraded if the announced sale of the company to OYO is not
consummated. Prior to the sale, the ratings could be downgraded if
liquidity weakens or Moody's expect EBITA/Interest coverage to
remain below 1.0x.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
BRUIN XPRESS: Commences Subchapter V Bankruptcy Process
-------------------------------------------------------
Bruin Xpress Inc. filed Chapter 11 protection in the Northern
District of Illinois. According to court documents, the Debtor
reports $1 million and $10 million in debt owed to 50 and 99
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
October 16, 2024 at 1:30 p.m. via Microsoft Teams.
About Bruin Xpress Inc.
Bruin Xpress Inc. is a trucking company which primarily hauls in
Illinois, Wisconsin, Michigan, and Indiana.
Bruin Xpress Inc. sought relief under Subchapter V of Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-13626) on
September 16, 2024. In the petition filed by
The Honorable Bankruptcy Judge David D. Cleary oversees the case.
The Debtor is represented by:
Robert Glantz, Esq.
MUCH SHELIST PC
191 N Wacker Drive, Suite 1800
Chicago, IL 60606
Tel:(312) 521-2000x0
E-mail: rglantz@muchlaw.com
BYJU'S ALPHA: Loses $1.2-Bil. Loan Default Ruling Appeal
--------------------------------------------------------
Vince Sullivan of Law360 reports that a panel of Delaware Supreme
Court justices on Monday, September 23, 2024, affirmed a lower
court's ruling that the American arm of Indian educational
technology business Byju's was in default under a $1.2 billion loan
and that lenders had the authority to install new directors.
Jennifer Kay of Bloomberg Law reports that the Delaware Supreme
Court has upheld a ruling in favor of the lenders to Byju's, once
one of India's hottest tech startups and now mired in bankruptcy.
According to Bloomberg, the trial court determined the lenders
properly cited a default on a $1.2 billion loan when taking control
of a unit of the education-technology provider. The Chancery Court
thoroughly explored questions about a forum selection clause at
trial, Justice Karen L. Valihura wrote in a 43-page opinion Monday,
September 23, 2024.
About BYJU's Alpha
BYJU's Alpha, Inc., designs and develops education software
solutions.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 24-10140) on Feb. 1, 2024. In the
petition signed by Timothy R. Pohl, chief executive officer, the
Debtor disclosed up to $1 billion in assets and up to $10 billion
in liabilities.
Judge John T. Dorsey oversees the case.
Young Conaway Stargatt & Taylor, LLP and Quinn Emanuel Urquhart &
Sullivan, LLP serve as the Debtor's legal counsel.
GLAS Trust Company LLC, as DIP Agent and Prepetition Agent, is
represented in the Debtor's case by Kirkland & Ellis LLP, Pachulski
Stang Ziehl & Jones, and Reed Smith.
CARABOBO PROSPER: Seeks Court Approval to Use Cash Collateral
-------------------------------------------------------------
Carabobo Prosper Holdings LLC asks U.S. Bankruptcy Court for the
Northern District of Texas Dallas Division for authority to use
cash collateral after initiating a Chapter 11 bankruptcy petition
on September 19, 2024.
The Debtor continues to manage and operate its business as a
distributor of oil and lubricants to mechanics throughout the State
of Texas as Debtor-In-Possession pursuant to Sections 1107 and 1108
of the Bankruptcy Code. No creditors' committee has been appointed
in this case by the United States Trustee.
The motion outlines the secured positions held by various
creditors, including CFG Merchant Solutions LLC and Toyota
Industries Commercial Finance, which have claims on the Debtor's
accounts receivable, inventory, and equipment. The Debtor
emphasizes the necessity of using cash collateral to cover
essential operating expenses, such as materials and payroll, which
are critical for its ongoing operations and successful
reorganization.
Included in the filing are budget projections for the next 14 and
30 days, which the Debtor deems reasonable for sustaining
operations. Carabobo Prosper Holdings seeks permission to use cash
collateral for these expenses and any unforeseen costs, proposing a
limit of 110% on budgeted expenses, with an allowance for monthly
expenditures not to exceed 5% over the budgeted total.
This motion is categorized as a "First Day Motion," aimed at
addressing immediate financial needs in the Chapter 11 process. The
Debtor requests a hearing to gain court authorization for using
cash collateral as specified and seeks any additional relief the
court finds appropriate.
About Carabobo Prosper
Carabobo Prosper Holdings LLC is a Texas-based distributor of oil
and lubricants serving mechanics throughout the state.
Carabobo Prosper Holdings LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Tex., Case No. 24-32882).
The petition was signed by Miguel Angel Chirinos Gonzalez as CEO.
Robert C. Lane Esq. at The Lane Law Firm, PLLC represents the
Debtor as legal counsel.
COMINAR REAL: DBRS Confirms BB(high) Issuer Rating
--------------------------------------------------
DBRS Limited confirmed Cominar Real Estate Investment Trust's
(Cominar or the REIT) Issuer Rating and Senior Unsecured Debentures
rating at BB (high) with Stable trends. The recovery rating on the
Senior Unsecured Debentures is RR3. These credit rating
confirmations reflect the execution of Cominar's strategy, which is
generally consistent with Morningstar DBRS' expectations, as well
as several further revisions to the REIT's business risk assessment
(BRA), financial risk assessment (FRA), and overlay factors.
KEY CREDIT RATING CONSIDERATIONS
The Stable trends consider changes to the REIT's BRA and FRA
factors, which reflect Cominar's strategic disposal of its non-core
assets to repay debt, while focused on high grading the portfolio.
These actions have resulted in BRA changes to asset quality, market
position, diversification, and portfolio size. Asset quality has
been revised modestly higher, as Morningstar DBRS believes that the
REIT's retained core properties are of higher quality, generally
well located in high-demand urban neighborhoods, and expected to
benefit from future densification opportunities. Morningstar DBRS'
lower assessment of market position and portfolio size reflects the
shrinking asset base; in Morningstar DBRS' opinion, this restricts
the REIT's economies of scale and bargaining power with tenants,
which could potentially affect leasing terms and occupancy rates
over time. Morningstar DBRS has revised diversification lower as
the current portfolio is primarily concentrated in core properties
within the Greater Montreal Region, which increases exposure to
regional economic fluctuations. Currently, lease maturity and
tenant quality are unchanged; however, Canadian National Railway
Company (CNRC; rated "A" with a Stable trend by Morningstar DBRS),
Cominar's largest tenant by net operating income, announced its
intention to vacate its office headquarters at the end of its lease
expiry in November 2027, which potentially heightens lease rollover
risk and tenant quality in the near term given the need to find a
replacement tenant. Morningstar DBRS has also revised Cominar's FRA
factors, namely total debt-to-EBITDA, higher because of
expectations regarding the REIT's near-term deleveraging
initiatives, which are offset by modest deterioration in the
EBITDA-interest coverage ratio as the REIT refinances its maturing
debt at the current elevated interest rates. Taken together, these
BRA and FRA revisions are credit negative in nature and provide
lower tolerance for leverage (i.e., total debt-to-EBITDA) for a
given credit rating.
CREDIT RATING DRIVERS
Given the deterioration in BRA and the heightened CNRC lease
rollover risk, Cominar has little financial flexibility remaining
for the given credit rating level. Morningstar DBRS would consider
negative credit rating actions should Cominar fail to execute its
deleveraging initiatives in the near term such that the total
debt-to-EBITDA ratio remains above 9.3 times (x) or EBITDA-interest
coverage declines below 1.67x on a sustained basis, all else equal.
Given the challenges pertaining to high leverage, Morningstar DBRS
views positive credit rating actions as highly unlikely in the near
to medium term.
FINANCIAL OUTLOOK
Morningstar DBRS has revised its expectation for Cominar's total
debt-to-EBITDA to the low 9.0x range from the mid-9.0x range
previously (and 11.3x for the last 12 months ended June 30, 2024
(LTM)) because of the REIT's deleveraging plans in the near term.
Morningstar DBRS' expectations of lower leverage in the near to
medium term also consider modest improvement in the REIT's elevated
general and administrative expenses, partly due to high transaction
and reorganization costs. However, in contrast to Morningstar DBRS'
prior expectations, Morningstar DBRS expects Cominar's EBITDA
interest coverage to fluctuate in the high 1.7x range in the near
to medium term from the low 2.0x range previously (1.72x LTM) as it
refinances upcoming maturing debt at the current higher interest
rates.
CREDIT RATING RATIONALE
The credit ratings are supported by Cominar's above-average-quality
assets with several notable properties and long-dated lease
maturity profile with high-quality tenants. The credit ratings are
constrained by Cominar's elevated leverage, weak geographic and
property diversification, and below-average portfolio size with
limited market position.
Notes: All figures are in Canadian dollars unless otherwise noted.
COMPASS POWER: Moody's Rates Repriced $600MM Sec. Term Loan 'Ba3'
-----------------------------------------------------------------
Moody's Ratings has assigned a Ba3 rating to Compass Power
Generation, LLC's (Compass) repriced $600 million senior secured
term loan B due in 2029, which includes a $100 million upsizing of
this term loan. Concurrently, Moody's affirmed the Ba3 rating on
the existing $60 million senior secured revolving credit facility
due in 2027. The rating outlook is stable.
Compass will use the proceeds from the add-on to the term loan for
(i) a dividend recap to the sponsors, and (ii) to pay transaction
related fees and expenses. Upon financial close of the repricing
and upsizing of the term loan, Moody's will withdraw the Ba3 rating
on the existing senior secured term loan (Cusip: 20451VAE3).
Compass directly owns Marcus Hook (848MW) in PJM Interconnection,
L.L.C. (PJM: Aa2 stable), as well as Milford (202MW) and Dighton
(185MW), both located in ISO New England (ISO-NE). Compass is owned
50/50 by subsidiaries of Electricity Generating Public Company
Limited (EGCO Group) and JERA Co., Inc. JERA is an equal joint
venture of two Japanese electric companies, Tokyo Electric Power
Company Holdings, Inc. (Ba1 stable) and Chubu Electric Power
Company, Incorporated (A3 stable).
RATINGS RATIONALE
The rating action reflects Compass' high degree of revenue
certainty at Marcus Hook, owing to a capacity contract between Long
Island Power Authority (LIPA, A2 stable) and Marcus Hook that
extends through June 2030. The rating is tempered by the high
consolidated debt load (current $577 million including a $27
million term loan A at Marcus Hook), the portfolio's reliance on
the merchant power markets as a vehicle for deleveraging, lenders
second lien position on the Marcus Hook asset and refinancing risk,
particularly given the expiry of the LIPA contract with Marcus
Hook. Capacity in excess of the contracted with LIPA has been bid
and accepted into PJM capacity auctions and provides incremental
annual revenue.
Compass' two other assets, Dighton and Milford, have bid their
respective capacity into the ISO-NE capacity auction. Milford
cleared 53MW's of incremental capacity in the Forward Capacity
Auction 11 (FCA-11, effective June 1, 2020) associated with an
uprate project completed in 2019. Under ISO-NE market rules, since
the uprate cleared the FCA, existing and incremental capacity at
Milford qualifies as a new resource and has the option to receive
the FCA-11 clearing price for up to seven years (through May 2027),
a positive consideration in light of the downward pricing trend in
recently completed auctions.
Management expects around $75 million in total capacity revenue in
2024 ($74 million in 2023). While the level of annual capacity
revenues provide a reliable and significant source of cash flow
that anchors Compass' credit quality, the aggregate annual amount
of capacity revenue in each year does not fully cover historical
non-fuel operating expenses (around $47 million in 2023) and
mandatory debt service (approximately $50 million). As such, there
remains reliance on the merchant energy markets each year to
satisfy Compass' annual payment obligations and incremental debt
reduction.
Expected financial performance
The term loan upsizing follows moderately better than expected debt
reduction through the excess cash flow sweep mechanism within the
senior secured term loan B, originally issued in 2022.
The increase in debt, which wil be used to recapitalize the capital
structure with a large sponsor distribution, will be mitigated by
interest cost savings as a result of the repricing (which lowered
the margin by 50 basis points from the current pricing of SOFR plus
CSA plus 4.25%) and strong financial metrics in 2023 which
supported slightly higher than expected debt reduction through the
excess cash flow sweep.
Moody's Base Case suggests key financial metrics that are adequate
for the low Ba rating category. Specifically, over the next three
years, Moody's expect project CFO/debt in the low-teens range, DSCR
around 2.0x, and more meaningful debt reduction from excess cash
flow generation through maturity in 2029. These projected metrics
also incorporate the improved capacity pricing environment for
power generators in PJM, including as mentioned substantially high
capacity prices cleared from the PJM 2025/26 auction. This is a
positive for merchant power generators after the weakened 2024-2025
results potentially putting a strain on profitability.
Under Moody's Base Case, Moody's calculate that less than 50% of
the amount of term loan debt may remain outstanding at maturity.
Refinancing at that time will also be influenced by the scheduled
2030 expiry of the capacity contract with LIPA. While Moody's
believe that LIPA views favorably the optionality of the contract
from a reliability perspective, uncertainty exists as the
commercial terms of any extension.
Structural Considerations
The $600 million senior secured term loan facility is due April
2029, and the $60 million senior secured revolving credit facility
expires in 2027. In addition, there is a senior secured $27 million
term loan facility due 2029 at Marcus Hook that ranks senior to the
debt at the level of Compass Power Generation, LLC.
Lenders benefit from a 6-month debt service reserve requirement, a
quarterly cash sweep mechanism that includes a Target Debt Balance
requirement and limitations on Marcus Hook's ability to incur
additional indebtedness.
Compass' quarterly excess cash sweep requirement is equal to the
greater of 75% of excess cash flow and the amount needed to pay
down to a predetermined Target Debt Balance in each period.
Scheduled amortization in 2024 amounts to $16.5 million,
respectively.
Compass' loan agreement includes a 1.1x DSCR requirement calculated
on a quarterly basis. The reported DSCR as of March 31, 2024, was
2.4x.
RATING OUTLOOK
The stable outlook reflects Moody's expectation for continued solid
operational and financial performance, that that will support
expected deleveraging and project CFO/debt in the low-teens range
and a DSCR close to 2.0x in the next three years following the
upsizing.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating could be upgraded should Compass repay substantially
greater debt than expected or if financial metrics improve
dramatically such as consolidated project CFO/debt at 15% or higher
and debt/EBITDA at less than 5x on a sustained basis.
The rating could be downgraded should Compass' debt/EBITDA exceed
7.0x and consolidated project CFO/debt decline to below 9% on a
sustained basis.
The principal methodology used in these ratings was Power
Generation Projects published in June 2023.
COTY INC: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable
----------------------------------------------------------
Fitch Ratings has affirmed its Long-Term Issuer Default Ratings
(IDR) for Coty Inc. and Coty B.V. at 'BB+'. Fitch has also affirmed
its 'BBB-'/'RR2' ratings on Coty Inc.'s (Coty) $3.7 billion in
senior notes that recently went from secured to unsecured, with a
covenant suspension period now in effect. Fitch has also affirmed
the 'BB+'/'RR4' ratings for Coty's other $193 million in unsecured
notes due 2026. The Rating Outlook is Stable.
Coty's ratings reflect its leading market position as one of the
world's largest beauty companies with a recently improved mix
toward higher growth and higher margin prestige fragrance and skin
care, and signs of stabilization in its consumer beauty business.
The company has continued to improve its EBITDA leverage, which
Fitch expects will trend toward mid-3x in fiscal 2025, from 4x in
fiscal 2024 (ending in June 2024) and 4.8x in fiscal 2023, on both
EBITDA growth and debt reduction.
Key Rating Drivers
Improved Business Profile: Coty's operating performance and
financial profile have improved meaningfully over the last four
years. Fiscal 2024 (ended June 30, 2024) revenue was USD6.1 billion
and EBITDA was USD1,091 million, versus USD5.6 billion and USD973
million, respectively, in fiscal 2023. The business continues to
see strong momentum, and Fitch expects like-for-like revenue and
EBITDA to increase by mid-single digits in fiscal 2025.
Opportunities for Growth: Coty has seen strong growth in its
prestige fragrance business and has taken meaningful steps to fill
gaps in its consumer beauty portfolio and stem share losses in its
key consumer brands, including Covergirl, Rimmel, Max Factor and
Sally Hansen. It is investing heavily in skin care and natural
products across legacy and newer brands. Investments in innovation,
new product launches and marketing appear to have stabilized its
share in the consumer beauty business after five years of
declines.
Fitch expects Coty to sustain 2%-4% annual revenue growth (relative
to Coty's expectation of 6%-8% medium-term growth), with prestige
fragrances to be the main contributor. Consumer beauty business
revenue could be flat, given repositioning efforts across key
brands while recognizing overall challenges in the mass market
beauty space. Coty's emerging presence in categories like prestige
makeup and skin care and in markets such as China (3% of
consolidated revenue) provide medium-term growth opportunities.
Favorable Mix Shift Supports Revenue Growth: The company, under the
leadership of Sue Nabi, a L'Oreal veteran who became CEO in
September 2020, detailed its strategic initiatives in early 2021 to
drive medium-term revenue growth of 6%-8% and has taken significant
steps to invest in existing categories and new adjacencies, such as
skin care and body care. The company's portfolio has improved with
its prestige segment driving 63% of fiscal 2024 revenue versus 56%
in fiscal 2019. Within the segment, fragrances made up around 56%
of revenue and cosmetics and skin care each around 4%. The prestige
business carries close to 22% EBITDA margins and drives over 75% of
EBITDA.
The consumer beauty business, which includes Coty's mass segment
color cosmetics business at 25% of total revenue, body care at 7%
and mass fragrances at 6%, has an EBITDA margin of 11%. The company
has experienced some positive momentum in the consumer beauty
business following recent investments, including indications of
market share stabilization, although in a somewhat volatile
spending environment.
Improved Credit Profile: Coty ended fiscal 2024 with around USD4.1
billion in debt, down from nearly USD9.0 billion at fiscal YE 2020.
The company paid down debt using FCF and asset sale proceeds —
including USD2.5 billion received from its sale of a stake in its
Wella hair care business to Kohlberg Kravis Roberts & Co. L.P.
(KKR). Debt was also reduced by the equitization and share exchange
of most of the USD1 billion preferred equity stake, which Fitch
includes in Coty's debt calculation. Coty has stated a goal of
reducing net leverage to approximately 2.5x exiting CY24 and
approximately 2.0x exiting CY25, assuming EBITDA growth and further
debt reduction from FCF.
Company-calculated net leverage was 3.3x at June 30, 2024, which
equates to Fitch calculated EBITDA leverage of 4x. Fitch expects
EBITDA leverage to decline to mid-3x in fiscal 2025, assuming
modestly lower debt levels using FCF to pay down some debt. Fitch
has not projected any proceeds from additional sales of Coty's
25.9% stake in Wella. Coty has publicly stated that it expects to
fully exit its position by calendar 2025, with the stake at a fair
value of over USD1 billion at the end of fiscal 2024.
Exposure to Dynamic Industry and Evolving Marketing Landscape: The
fragrance and color cosmetics industries have demonstrated some
positive long-term characteristics, including mid-single-digit
annual growth and relatively high margins. The global beauty
business is expected to continue to benefit from a growing middle
class, premiumization of fragrances and skin care products and a
focus on wellness.
However, the industry, and some of its most venerable brands, have
been disrupted by new marketing and retail channels. In addition,
there could be a moderation in the strong growth rates seen in
prestige brands and fragrances given the overall pullback in
discretionary consumer spending.
Derivation Summary
Similarly rated peers in the consumer products market include
Hasbro, Inc., Mattel, Inc., and Reynolds Consumer Products Inc.
Mattel's 'BBB-'/Stable rating reflects the impact of the company's
efforts to revitalize and reenergize its portfolio of owned brands
such as Barbie, Hot Wheels and Fisher Price in recent years, which
has supported market share gains. The rating also considers its low
leverage, with Fitch-defined EBITDA leverage expected to remain
below 3x over the medium term.
Hasbro's 'BBB-'/Negative rating reflects brand health concerns and
execution risks in returning to positive revenue growth and driving
EBITDA expansion, as well as high leverage. Hasbro is investing in
innovation and new product launches, which should support revenue
growth in 2025 and beyond.
Reynolds Consumer Products' 'BB+'/Stable rating reflects its
leading market position, supported by innovation and conservative
financial policies and good liquidity. Fitch expects EBITDA
leverage to remain below 3x over the medium term. Reynolds' rating
also reflects its relatively smaller scale and less diversity than
larger consumer goods companies.
Key Assumptions
- Revenue grows at approximately 5% in fiscal 2025 on a fiscal 2024
revenue base of USD6.1 billion, with particular strength in
prestige fragrances and skincare. Fitch expects organic revenue to
grow in the 2%-4% range thereafter, assuming faster growth in the
fragrance business and flattish results at Coty's consumer beauty
(mass market cosmetics) brands;
- EBITDA in fiscal 2025 increases mid-single digits to $1.14
billion on revenue growth, with EBITDA margins stable around 17.8%.
EBITDA generally grows in line with revenue thereafter;
- FCF of around USD400 million in fiscal 2025 and USD400 million to
USD500 million annually in fiscal years 2026-2027, given EBITDA
growth and assuming minimal working capital swings. Coty could
divert a portion of this toward debt reduction, given USD1.6
billion of debt due in April 2026. The company maintains an
approximate 26% stake in Wella and plans to fully monetize its
stake by the end of fiscal 2025, adding to potential liquidity
sources;
- EBITDA leverage is expected to decline to mid-3x in fiscal 2025
from 4x in fiscal 2024 and 4.8x in fiscal 2023 on some EBITDA
expansion and/or debt reduction. Fitch's debt calculations include
USD143 million in preferred stock and approximately $200 million in
factored receivables;
- Coty's debt generally has fixed interest rate structures aside
from its revolving credit facilities. Pricing its SOFR +150bps for
the USD1.67 billion revolver and Euribor +150bps for the EUR300
million tranche.
Recovery Analysis
Fitch assigns Recovery Ratings (RRs) to the various debt tranches
in accordance with Fitch's criteria, which allows for the
assignment of RRs for issuers with IDRs in the 'BB' category. Given
the distance to default, RRs in the 'BB' category are not computed
by bespoke analysis. Instead, they serve as a label to reflect an
estimate of the risk of these instruments relative to other
instruments in the entity's capital structure.
Fitch has affirmed its senior secured credit facilities at
'BBB-'/'RR2', indicating outstanding recovery prospects in the
event of default. The senior credit facilities are senior secured
obligations of Coty and are guaranteed on a senior secured basis by
each of Coty's wholly owned domestic subsidiaries.
Fitch has also affirmed its 'BBB-'/'RR2' ratings on Coty Inc.'s
(Coty) $3.7 billion senior notes that recently went from secured to
unsecured, with a covenant suspension period now in effect. The
USD193 million euro unsecured notes due April 2026 are rated
'BB+'/'RR4', indicating average recovery prospects, and the Series
B preferred stock is rated 'BB-'/'RR6', given its deeply
subordinated nature.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- An upgrade of Coty's ratings to 'BBB-' could result from
continued strong results, with annual organic top-line growth in
the low to mid-single digits, stable to improving market shares,
with EBITDA leverage sustained under 3.5x.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A downgrade to 'BB' could result from a worse than expected
deceleration in top-line growth and declining EBITDA margins such
that EBITDA leverage is sustained above 4.0x;
- A downgrade could also result from a change in financial policy
or debt-financed acquisitions that result in EBITDA leverage
sustained above 4.0x.
Liquidity and Debt Structure
Coty's liquidity as of June 30, 2024 consisted of USD301 million in
cash and full availability under its revolving credit facilities.
The company has two tranches of senior secured revolving credit
commitments, one in an aggregate principal amount of USD1.670
billion available in U.S. dollars and certain other currencies and
the other in an aggregate principal amount of EUR300 million. Both
are due to mature on July 11, 2028.
Coty also maintains receivables factoring facilities, including a
U.S. facility of $150 million and a European facility of EUR143
million. The net amount utilized under these facilities was $195
million as of June 30, 2024 and is factored into Fitch's debt
calculations.
As of June 30, 2024, Coty had $3.9 billion of senior notes and
USD142 million of convertible series B preferred stock. Fitch
treats the preferred stock as debt given what Fitch views as a lack
of permanence in the cap structure due to the high coupon. Coty has
significant maturities on April 15, 2026, when about USD1.6 billion
of debt comes due.
Fitch expects the company to generate around USD400 million in
fiscal 2025 and fiscal 2026, which could be used toward further
debt paydown. Coty also could use FCF toward share buybacks. In
June and December 2022, the company entered into certain forward
repurchase contracts to start hedging for two potential USD200
million and USD196 million share buyback programs, in 2024 and
2025, respectively. In February 2024, Coty completed the first
tranche of the equity swap agreement at a cash cost of USD200
million, resulting in a share count reduction of 27 million at an
effective share price of USD7.40.
Issuer Profile
Founded in 1904, Coty Inc. is one of the world's largest beauty
companies. It manufactures, markets and distributes prestige and
mass market products with a top three global position in both
fragrances and mass color cosmetics, and an emerging presence in
skincare and body care.
Criteria Variation
According to Fitch's "Corporates Recovery Ratings and Instrument
Ratings Criteria," unsecured debt is capped at 'RR4'/+0. The 'RR2'
recovery rating and the +1 notching Fitch is maintaining for the
senior notes, with the exception of the 2026 euro unsecured notes
that have gone from secured to unsecured, take into account the
high likelihood the notes' security will reactivate closer to or
upon a default. Implicit in this assumption is that the liens
created in favor of the holders of these notes wouldn't provide
more capacity for new secured debt than what already exists in the
indentures.
Coty's $3.7 billion senior secured notes recently went unsecured
after the notes received investment grade ratings from two rating
agencies, with the note guarantees suspended during a covenant
suspension period which is now in effect. The collateral, which is
the same as those guaranteeing the senior credit facilities on a
secured basis, will be reinstated if the notes are downgraded to
noninvestment grade by two out of the three rating agencies.
As such, Fitch views these notes as superior to the company's other
senior unsecured debt (USD193 million euro unsecured notes due
April 2026) and is affirming the $3.7 billion senior notes at
'BBB-'/RR2.
Summary of Financial Adjustments
Historical and projected EBITDA is adjusted to add back non-cash,
stock-based compensation and exclude nonrecurring charges. With
respect to the balance of receivables under Coty's factoring
programs, Fitch has reinstated the balance of accounts receivables
that were treated as sold on the balance sheet with a related
addition to debt; accordingly, cash flows from operating and
financing activities have also been adjusted. The Convertibles
Series B Preferred Stock was also added to Fitch's debt
calculations.
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
----------- ------ -------- -----
Coty Inc. LT IDR BB+ Affirmed BB+
senior
unsecured LT BB+ Affirmed RR4 BB+
preferred LT BB- Affirmed RR6 BB-
senior secured LT BBB- Affirmed RR2 BBB-
senior
unsecured LT BBB- Affirmed RR2 BBB-
Coty B.V. LT IDR BB+ Affirmed BB+
senior secured LT BBB- Affirmed RR2 BBB-
CRAWFISH WORLD: Unsecured Creditors to Split $77K in Plan
---------------------------------------------------------
Crawfish World LLC submitted an Amended Plan of Reorganization for
Small Business dated August 22, 2024.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $1,000 per month. The
final Plan payment is expected to be paid on October 1st, 2029.
This Plan of Reorganization proposes to pay creditors of the Debtor
from cash flow from operations, and infusions of capital or loan
proceeds should they become necessary.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 11.1 cents on the dollar. This Plan also provides
for the payment of administrative and priority claims.
Class 3 consists of Non-priority unsecured creditors. Non-priority
unsecured creditors will be paid on a pro rata basis an amount
totaling $76,800. Payment will be disbursed to each member of the
class on a prorata basis in accordance with Section 1129(a)(7) of
the Bankruptcy Code, ensuring that each general unsecured creditor
receives at least as much as they would under a Chapter 7
liquidation.
Payments will not commence until twenty-nine months after the
effective date of the plan, and until the payment of all
administrative claims is paid in full.
Creditors who have scheduled secured claims but whose liens are
junior to the existing liens of the classes 1 and 2 and are
therefore fully unsecured are reclassified as unsecured pursuant to
Section 506(a) of the Bankruptcy Code and are entitled to
membership in this class and receipt of a pro rata distribution
alongside other members of this class.
The Debtor's Chapter 11 Subchapter V Plan will be implemented by
revenues generated through its ongoing restaurant operations, and
should it become necessary, through loans or capital infusions. The
restructuring process under this chapter intends to foster
continued business activity and financial recovery, leveraging the
company's income as the primary source of capital to satisfy
creditor claims. The strategy focuses on adhering to the federal
mandate to provide adequate means for the Plan's implementation
while balancing the financial health and operational continuity of
the Debtor.
The Debtor's previous financial projections were based on an
optimistic view of company performance, with built-in and somewhat
arbitrary assumptions of annually increasing profit. These
assumptions, however, did not adequately account for recent
economic challenges that have significantly impacted the Debtor's
financial performance.
Specifically, the Debtor has experienced higher food and supply
costs due to inflationary pressures, which were not fully
anticipated in the original projections; increased labor costs
contributing to a tighter operating margin; and softer customer
demand influenced by broader economic conditions. Given these
factors, the Debtor believes that relying on historical cash flow
data from the last nine months provides a more accurate basis for
calculating disposable income under Section 1191(d) of the
Bankruptcy Code.
This total net cash flow of $30,466.72 over the past nine months
averages a net income of $3,386 per month, and reflects the
Debtor's actual disposable income, taking into account the
necessary expenses for the operation of the business. This figure
is a more accurate reflection of the Debtor's ability to commit
disposable income to the plan under Section 1191(d) of the
Bankruptcy Code than the earlier optimistic projections because it
is based on actual financial performance as opposed to optimistic
projections.
The Debtor proposes the following financial projections to align
with the more recent and realistic cash flow data. These revised
projections are based on the Debtor's financial performance during
this calendar year incorporating averages from the Debtor's YTD
financial statements as well as the demonstrated net cash flow from
its filed monthly operating reports as well as known adjustments to
income and expense such as built in increase to the Debtor's retail
lease (3% per year per the terms of the lease) as well as cautious
assumptions regarding increasing costs over the life of the plan.
A full-text copy of the Amended Plan dated August 22, 2024 is
available at https://urlcurt.com/u?l=BGtLLg from PacerMonitor.com
at no charge.
Attorney for the Plan Proponent:
Seth D. Ballstaedt, Esq.
Ballstaedt Law Firm
8751 W Charleston Blvd #230
Las Vegas, NV 89117
Tel: (702) 715-0000
Email: help@bkvegas.com
About Crawfish World LLC
Crawfish World LLC owns and operates a seafood restaurant in Las
Vegas.
Crawfish World LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
23-15181) on November 23, 2023. The petition was signed by Minh Ngo
as managing member. At the time of filing, the Debtor estimated up
to $50,000 in assets and $1 million to $10 million in liabilities.
Seth D. Ballstaedt, Esq. at Fair Fee Legal Services represents the
Debtor as counsel.
DATASEA INC: Incurs $11.38 Million Net Loss in FY Ended June 30
---------------------------------------------------------------
Datasea Inc. filed with the Securities and Exchange Commission its
Annual Report on Form 10-K disclosing a net loss attributable to
the Company of $11.38 million on $23.98 million of revenues for the
year ended June 30, 2024, compared to a net loss attributable to
the Company of $9.48 million on $3.64 million of revenues for the
year ended June 30, 2023.
As of June 30, 2024, the Company had $3.29 million in total assets,
$3.60 million in total liabilities, and a total deficit of
$308,278.
The Company had an accumulated deficit of approximately $39.44
million as of June 30, 2024, and negative cash flow from operating
activities of approximately $6.40 million and $3.14 million for the
years ended June 30, 2024 and 2023, respectively. The Company said
the historical operating results including recurring losses from
operations raise substantial doubt about the Company's ability to
continue as a going concern.
During the year ended June 30, 2024, the Company made total
prepayments of $3.78 million for marketing and promoting the sale
of acoustic intelligence series products and 5G Multimodal
communication in oversea and domestic markets. For the year ended
June 30, 2024, the Company recorded an amortization of prepaid
expense of $2.84 million in the selling expense.
"If deemed necessary, management could seek to raise additional
funds by way of admitting strategic investors, or private or public
offerings, or by seeking to obtain loans from banks or others, to
support the Company's research and development ("R&D"),
procurement, marketing and daily operation. While management of
the Company believes in the viability of its strategy to generate
sufficient revenues and its ability to raise additional funds on
reasonable terms and conditions, there can be no assurances to that
effect. The ability of the Company to continue as a going concern
depends upon the Company's ability to further implement its
business plan and generate sufficient revenue and its ability to
raise additional funds by way of a public or private offering.
There is no assurance that the Company will be able to obtain funds
on commercially acceptable terms, if at all. There is also no
assurance that the amount of funds the Company might raise will
enable the Company to complete its initiatives or attain profitable
operations. If the Company is unable to raise additional funding
to meet its working capital needs in the future, it may be forced
to delay, reduce or cease its operations," said Datasea in the SEC
filing.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001631282/000121390024082285/ea0214480-10k_datasea.htm
About Datasea
Headquartered in Beijing, People's Republic of China, Datasea Inc.
-- http://www.dataseainc.com/-- is a technology company
incorporated in Nevada, USA, on Sept. 26, 2014, with subsidiaries
and operating entities located in Delaware, US, and China. The
company provides acoustic business services (focusing on high-tech
acoustic technologies and applications such as ultrasound,
infrasound, and Schumann resonance), 5G application services (5G AI
multimodal digital business), and other products and services to
various corporate and individual customers.
DELTA APPAREL: Salt Life Closes All Its Stores, Starts Liquidation
------------------------------------------------------------------
Kirk O'Neil of The Street reports that Iconix and Hilco plan to
transition the Salt Life brand to a wholesale and e-commerce
business model after completing the liquidation.
Salt Life, which was founded in Jacksonville Beach, Fla., in 2003,
began liquidation sales on Sept. 20 at its stores four days after
Judge Laurie Selber Silverstein signed an order on Sept. 16 in the
U.S. Bankruptcy Court for the District of Delaware approving Iconix
and Hilco's purchase of the retail chain.
Iconix and Hilco were the successful bidders for the Salt Life
assets for $38.74 million at an August 27, 2024 virtual auction.
An organized wind-down of the Salt Life stores will be completed
over the next few months, including all inventory in stores and
distribution centers, furniture, fixtures, and equipment. The
stores will offer up to 40% discounts on t-shirts, shorts,
performance clothing, hoodies, tumblers and more.
Gift cards will be accepted for the first 30 days of the sale and
will stop being accepted on Oct. 20, 2024. Returns for merchandise
purchased before September 20, 2024 will be accepted in the first
30 days of the sale and will stop being accepted on Oct. 20.
All purchases made on or after September 20, 2024 are final.
Hilco will also oversee the sale of inventory from distribution
centers through a streamlined wholesale process.
Salt Life's former parent Delta Apparel on June 30 filed for
Chapter 11 protection seeking a sale of its assets after reduced
demand for its products and difficulty obtaining raw materials to
manufacture its goods resulted in a decline in liquidity. It also
had problems raising capital to fund operations.
About Delta Apparel
Headquartered in Duluth, Georgia, Delta Apparel, Inc. --
https://www.deltaapparelinc.com -- is a vertically integrated,
international apparel company with approximately 6,800 employees
worldwide. The Company designs, manufactures, sources, and markets
a diverse portfolio of core activewear and lifestyle apparel
products under its primary brands of Salt Life, Soffe, and Delta.
The Company specializes in selling casual and athletic products
through a variety of distribution channels and tiers, including
outdoor and sporting goods retailers, independent and specialty
stores, better department stores and mid-tier retailers, mass
merchants, eRetailers, the U.S. military, and through its
business-to business digital platform.
Delta Apparel sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Case No. 24-11469) on June 30, 2024. In the
petition signed by J. Tim Pruban, as chief restructuring officer,
the Debtor reports estimated assets and liabilities between $100
million and $500 million each.
The Debtor is represented by Christopher A. Ward, Esq., at
Polsinelli PC.
DIRECTBUY HOME: Buy Direct's Third Amended Counterclaim Tossed
--------------------------------------------------------------
In the case captioned as BUY DIRECT, LLC, TOM POPE, and ELONA POPE,
Counterclaimants, v. DIRECTBUY, INC., CSC GENERATION, INC.,
DIRECTBUY HOME IMPROVEMENT, INC., and DIRECTBUY OPERATIONS, LLC,
Counterclaim Defendants, CAUSE NO.: 2:15-CV-344-JVB-JEM (N.D.
Ind.), Judge Joseph S. Van Bokkel of the United States District
Court for the Northern District of Indiana granted the motion filed
by counterdefendants to dismiss counterplaintiffs' revised third
amended counterclaim. The revised third amended counterclaim is
dismissed with prejudice.
Counterclaim Defendants CSC Generation, INC., Direct Buy Home
Improvement, Inc., and DirectBuy Operations, LLC -- collectively,
the New DirectBuy -- filed the Motion on April 4, 2023.
This case is pending on Buy Direct's Revised Third Amended
Counterclaim, filed on January 23, 2023. In that pleading, Buy
Direct brings four counts: breach of contract, promissory estoppel,
intentional infliction of emotional distress, and defamation.
The plaintiff, DirectBuy, Inc. -- Old DirectBuy -- whose own claims
have been resolved and against whom no claims remain pending,
entered into a Franchise Agreement and Asset Purchase Agreement
with Buy Direct in 2014. Old DirectBuy initiated this lawsuit in
2015, and Buy Direct filed the first iteration of its counterclaim
against Old DirectBuy the same year.
In November 2016, Old DirectBuy filed a Chapter 11 bankruptcy
petition. The lawsuit was stayed while the bankruptcy case
proceeded in the District of Delaware's Bankruptcy Court. The
bankruptcy case was closed on January 12, 2018. In the Northern
District of Indiana, the Court lifted the stay in February 2019,
noting representations by Old DirectBuy's former counsel that there
were insufficient financial resources to reorganize Old DirectBuy
after sale of its assets, that the bankruptcy proceedings were
dismissed without distribution to unsecured creditors, and that the
Indiana Secretary of State dissolved Old DirectBuy.
In the Northern District of Indiana, the Court lifted the stay in
February 2019, noting representations by Old DirectBuy's former
counsel that there were insufficient financial resources to
reorganize Old DirectBuy after sale of its assets, that the
bankruptcy proceedings were dismissed without distribution to
unsecured creditors, and that the Indiana Secretary of State
dissolved Old DirectBuy.
Many, but not all, of Old DirectBuy's assets were sold to CSC
Generation, Inc. CSC Generation, Inc. subsequently changed its name
to DirectBuy Home Improvement, Inc. Buy Direct sought and received
permission to amend its counterclaim to bring counterclaims against
New DirectBuy under a theory of successor liability. The Court
dismissed the claims brought by Old DirectBuy on January 10, 2023.
New DirectBuy argues that the Revised Third Amended Counterclaim
should be dismissed because the United States Bankruptcy Court for
the District of Delaware has exclusive jurisdiction to decide
matters that hinge on the interpretation and enforcement of its
prior sale order. New DirectBuy also contends that dismissal is
appropriate because, under Texas law, no successor liability theory
can succeed. Finally, New DirectBuy asserts that, even if New York
or Indiana law applies, the plain language of the sale order and
Sec. 363 of the bankruptcy code establish that New DirectBuy cannot
be held liable on successor liability theories for the conduct
alleged in the counterclaim.
The District Court finds that it has jurisdiction to hear this
matter, as the bankruptcy court lacks authority to deem itself the
only court with jurisdiction over the interpretation of the Sale
Order and Purchase Agreement.
Having determined that Texas law applies to each of the claims in
the revised third amended counterclaim, the District Court now
turns to whether, for these claims, there is successor liability.
Buy Direct can succeed through successor liability for its breach
of contract and promissory estoppel claims only if liability was
expressly assumed in the purchase agreement or if liability is
conferred by statute. The District Court notes Buy Direct has not
identified, nor has the Court independently found, any express
assumption of these liabilities or statutory conferral of
liability. New DirectBuy does not bear successor liability for
these claims, the District Court concludes.
The District Court says Elona Pope presents no argument that, under
Texas law, her IIED claim survives New DirectBuy's challenge to
successor liability. There is nothing to suggest that New DirectBuy
expressly assumed liability for the alleged IIED against Elona
Pope. Thus, the District Court finds that New DirectBuy cannot be
held liable for this tort, allegedly committed by Old DirectBuy.
Similarly, the Popes have not argued that, under Texas law, New
DirectBuy can be held liable for Old DirectBuy's alleged
defamation. There is no indication that New DirectBuy expressly
assumed liability for this claim or that liability for the claim is
conferred by statute. According to the District Court, Under Texas
law, there is no successor liability under the circumstances
presented. The District Court dismisses the tort claims for IIED
and defamation.
A copy of the Court's decision is available at
https://urlcurt.com/u?l=dOvpmi
About DirectBuy Home Improvement
DirectBuy Home Improvement, Inc., doing business as Z Gallerie, is
a specialty retailer focused on fashion and art-inspired home decor
and home furnishings. The company is based in Gardena, Calif.
DirectBuy Home Improvement sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 23-19159) on Oct.
16, 2023. In the petition signed by Robert Fetterman, chief
financial officer and interim chief executive officer, the Debtor
disclosed up to $100 million in both assets and liabilities.
The Debtor tapped Michael D. Sirota, Esq., at Cole Schotz PC as
legal counsel and Stretto, Inc., as administrative advisor.
ZG Lending SPV, LLC, as DIP agent and prepetition agent, is
represented by Lowenstein Sandler LLP's Robert M. Hirsh, Esq., and
Phillip Khezri, Esq.
DPL INC: Moody's Alters Outlook on 'Ba2' Unsecured Rating to Pos.
-----------------------------------------------------------------
Moody's Ratings changed the outlook of DPL Inc. (DPL) to positive
from stable and affirmed its ratings, including its Ba2 senior
unsecured rating. Moody's also affirmed the ratings of Dayton Power
& Light Company (DP&L; d.b.a. AES Ohio) including its Baa3 Issuer
Rating and its Baa1 senior secured rating. DP&L's rating outlook
remains stable.
The rating action follows DPL's September 17, 2024 announcement
that it has entered into two separate agreements with the Canadian
pension fund Caisse de dépôt et placement du Québec (CDPQ; Aaa
stable) to sell a 30% minority interest in DP&L. The total proceeds
will aggregate $546 million, subject to adjustments. Management
expects to close the transaction during the second quarter of 2025
which is subject to regulatory approvals.
DPL's ESG factors were a key consideration, specifically
governance, driving this rating action. Moody's do not expect the
change in DP&L's ownership structure through the sale of the
minority equity interest to increase the utility's governance
risks.
RATINGS RATIONALE
"The positive outlook on DPL considers management's plans to use
the majority of the proceeds raised in connection with the 30%
interest sale in DP&L to repay the parent company's $415 million of
notes due in July 2025" said Nati Martel, a Moody's Ratings
analyst. "The transaction is exposed to some regulatory risk in
that it has to be approved by the Public Utilities Commission of
Ohio (PUCO). However, if successfully executed, the debt repayment
will halve DPL's outstanding holding company debt and reduce
structural subordination risk for the around $416 million of
remaining parent company debt", added Martel.
DPL's positive outlook reflects the potential that the significant
reduction in the holding company debt could lead to the narrowing
to one (from two) of the notching differential between the parent's
Ba2 senior unsecured rating and the Baa3 Issuer rating of its
utility subsidiary. The combination of the debt repayment and
Moody's expectation that DPL will not incur any new holding company
debt going forward should help its consolidated financial metrics
to improve faster than Moody's had previously anticipated during
the 2025-2026 period. DPL reported a ratio of CFO before changes in
working capital (CFO pre-W/C) to debt of around 5% for the last
twelve month (LTM) period ended June 2024, commensurate with its
current Ba2 rating and up from nearly 3% at year-end 2023.
In addition, the planned $415 million debt reduction will result in
an improvement in the ratio of holding company debt to consolidated
debt to below 25%, before applying proportional consolidation
reflecting the sale, or below 30%, after applying proportional
consolidation. This compares to a ratio of about 45% at year-end
2023. However, the transaction remains exposed to regulatory risk
until the PUCO's decision, expected in 2025. This risk considers
the limited track-record of sales of a minority interest in
utilities in Ohio, although such sales have been approved by other
state regulatory commissions.
The affirmation of utility subsidiary DP&L's ratings with a stable
outlook is based on Moody's expectation that the transaction will
not affect its financial policies going forward. The utility will
continue to fund its capital requirements, exclusively with utility
debt and the equity contributions from its two shareholders.
In a positive note, the repayment of DPL's notes will reduce the
pressure on the utility to upstream cash flows to service such a
large amount of outstanding parent company debt. However, DP&L's
relatively weak financial ratios constrain its Baa3 rating. Despite
recent improvements, Moody's expect that DP&L's financial ratios,
while improving, will become commensurate with its Baa3 rating in
the 2025-2026 period.
DP&L's financial metrics fell considerably in 2023, including a
ratio of CFO pre-W/C to debt of around 6%, down from nearly 16% at
year-end 2022. Factors contributing to this deterioration, included
the negative impact of regulatory lag on cash flows,
lower-than-normal sales due to unfavorable weather during the first
half of 2023, and increased leverage to fund investments that began
to ramp up in 2022. DP&L's stable outlook is supported by the
utility's ability to modestly improve its ratio of CFO pre-W/C to
debt to 9% for the last twelve month (LTM) period ended June 2024.
The improvement resulted from normal sales during the first half of
2024, higher cash flow following the implementation of a delayed
base rate increase (December 2022 order) and the implementation of
its fourth Electric Security Plan (ESP-IV), both effective in
September 2023. Management estimates that DP&L can recover around
90% of its capital expenditures through riders while the equity
layer authorized in the rate case is 53.9% (previously: 47.52%),
two factors that help to counterbalance the negative impact of
higher debt being incurred to fund significant investments.
DP&L's stable outlook reflects Moody's view that there will be
further improvements in the utility's financial metrics such that
they become well positioned for its current Baa3 rating during the
2025-2026 period. The improvement is premised on the expectation
that (i) PUCO will approve, in 2025, DP&L's multi-party settlement
agreement entered into in September 2024 in connection with its
smart grid phase 2 application (filed in February 2024); (ii) a
timely and credit supportive outcome of the utility's next rate
case and (iii) an update of its investments, starting in 2025, that
do not result in significantly higher than currently anticipated
utility debt. The utility is required to file a rate case by no
later than December 31, 2025 according with the terms of the
ESP-IV.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
FACTORS THAT COULD LEAD TO AN UPGRADE
An upgrade of DPL's ratings is possible if the planned reduction of
the $415 million notes in 2025 helps it to generate a consolidated
ratio of CFO pre-W/C to debt that Moody's expect to exceed 8%, on a
sustained basis, starting in 2026.
A more significant improvement in DP&L's financial metrics than
currently anticipated could lead to positive momentum on the
utility's ratings; Specifically, if DP&L's ratio of CFO pre-W/C to
debt exceeds 13%, on a sustained basis.
FACTORS THAT COULD LEAD TO A DOWNGRADE
A downgrade on DP&L's ratings or a change to a negative outlook is
possible if (i) the utility's relationship with key stakeholders
deteriorates; (ii) there is an adverse outcome of any upcoming
regulatory proceedings; (iii) there are credit negative changes in
the group's financial strategy, including any new DPL holding
company debt; or if its financial metrics remain weak.
Specifically, if DP&L's ratio of CFO pre-W/C to debt does not
approach 11% by year-end 2025.
A stabilization of DPL's outlook is likely if the sale of the 30%
minority interest is not approved or otherwise fails to close or
DPL's does not repay but refinance the $415 million notes. Also, a
stable outlook is possible if, against Moody's expectations, the
planned debt repayment does not result in consolidated financial
metrics that are in line with a Ba1 rating. Specifically, if DPL's
ratio of CFO pre-W/C to debt remains below 8% in 2026. Negative
pressure on DPL's rating or outlook is likely if there is a
downgrade of DP&L's ratings or change of its outlook to negative.
Should the sale of the 30% minority interest in DP&L occur, Moody's
will apply proportional consolidation in the calculation of DPL's
CFO pre-W/C to debt to reflect its 70% ownership in the utility.
LIST OF AFFECTED RATINGS
Issuer: DPL Inc.
Affirmations:
Senior Unsecured, Affirmed Ba2
Outlook Actions:
Outlook, Changed To Positive From Stable
Issuer: Dayton Power & Light Company
Affirmations:
LT Issuer Rating, Affirmed Baa3
Senior Secured First Mortgage Bonds, Affirmed Baa1
Outlook Actions:
Outlook, Remains Stable
Issuer: Ohio Air Quality Development Authority
Affirmations:
Senior Secured, Affirmed Baa1
The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in August 2024.
Headquartered in Dayton, Ohio, DPL Inc. (DPL) is the parent holding
company of the pure regulated Transmission and Distribution
utility, Dayton Power & Light Company (DP&L), trade name: AES Ohio.
The utility also holds a 4.9% equity interest in Ohio Valley
Electric Corp (OVEC, Baa3 stable). The group's only unregulated
operations consist of the captive insurance company Miami Valley
Insurance Company and the long-term contracted operations of Miami
Valley Lighting, LLC that provides street and outdoor lighting
services to customers in the Dayton region. DPL is a subsidiary of
The AES Corporation (AES: Baa3 senior unsecured, stable), a
globally diversified power holding company.
EFS COGEN I: Fitch Assigns 'BB-(EXP)' IDR, Outlook Stable
---------------------------------------------------------
Fitch Ratings has assigned EFS Cogen Holdings I LLC (Linden) a
'BB-(EXP)' Issuer Default Rating (IDR). Fitch has also rated the
project's senior secured term loans and revolver 'BB-(EXP)' subject
to receipt of final documents and pricing. The Rating Outlook is
Stable.
RATING RATIONALE
Linden's 'BB-(EXP)' senior facilities rating reflects a Term Loan B
debt structure with limited amortization, which leads to a
substantial bullet at maturity as is typical for such structures.
The bullet will have to be refinanced by 2031 based on expected
merchant revenues earned in the volatile New York City Zone J
capacity and power markets.
Financial performance is supported by steam and power contracts
with creditworthy offtakers, short-term power and commodity hedges,
and a favorable and sustainable competitive position from lower
fuel costs than in-city peers. Under Fitch's rating case
assumptions during the debt tenor, the minimum project life
coverage ratio (PLCR) of Term Loan B is 1.36x in 2030. This
coincides with the assumed refinancing and is adequate for the
'BB-(EXP)' rating.
Linden's IDR is equalized with the debt facilities' ratings, given
their equal senior position and lack of other subordinate
liabilities. The IDR indicates an elevated vulnerability to default
risk, particularly in the event of adverse changes in the NYC
capacity and power market conditions over time. However, financial
flexibility exists that supports the servicing of financial
commitments during the term of the debt.
KEY RATING DRIVERS
Proven Technology and Well-Maintained Facility: Linden utilizes
General Electric's (GE) combined cycle gas turbine technology,
known for its commercial reliability and proven track record. The
project maintains a robust inventory of critical spare parts to
minimize outage risks, ensuring continued operation throughout the
debt term and beyond. The independent engineer (IE) has confirmed
that the facility is well-maintained and follows GE's operational
guidelines. NAES Corporation, a reputable provider of comprehensive
operations and maintenance (O&M) services, operates the project
under separate O&M and NERC Services Agreements, ensuring
compliance with regulatory standards.
Major maintenance services for Linden 1-5 are provided by General
Electric International, Inc. under a long-term services agreement
(LTSA), while Power Systems Mfg. LLC services Linden 6 under a
similar arrangement. Although the project does not maintain O&M or
major maintenance reserve accounts, a weaker feature, this risk is
mitigated through the implemented O&M strategy and the availability
of funds from the revolving facility.
Supply Flexibility at Competitive Prices: Linden benefits from
several fuel supply advantages from its strategic location in New
Jersey and direct access to the NYC power market. Unlike other NYC
generators, Linden can source natural gas from TETCO M3 and Transco
Z6 NY at a cost below the NYC market. Both connections meet the
full demand of Linden 1-5 and provide long-term pricing
flexibility.
The project has a short-term commodity price hedge in place,
mitigating commodity price exposure. For Linden 6, a tolling
offtake agreement shifts natural gas supply risk to Phillips 66
Company, the creditworthy owner of Bayway Refinery.
Reliance on Predominately Merchant Revenues: Linden will earn
around 20% of revenues from power and steam offtake agreements with
creditworthy counterparties: Phillips 66 Company and Infineum
International Ltd. These agreements will expire in 2032 but include
Linden's options to extend to 2037. The high dependency of the
offtakers on Linden to provide power and steam to their co-located
refinery and chemical plant acts as a mitigant to the risk of the
contracts' expiry within the refinance period.
Most revenue through 2035 is made up of market-based capacity
payments and power and ancillary service revenues primarily in the
NYISO Zone J market, exposing the project to volatile cash flows.
An energy margin hedge provides some short-term revenue
protection.
Exposure to Variable Market Rates and Refinance Risk: The
seven-year tenor Term Loan B consists of variable-rate senior
secured indebtedness, mandatory amortization each year equal to 1%
of the initial balance and leverage-driven prepayments. The large
amount of debt outstanding at debt maturity introduces significant
refinance risk common for Term Loan B structures. Linden's
financing includes standard lender protections.
While the Term Loan B ranks equally with other facilities in the
cash waterfall, the Super Priority Revolving Facility would be
satisfied on a "first out" basis upon default. Otherwise, the
covenants package includes a backward-looking financial covenant
test of 1.10x and a letter of credit-backed six-month debt service
reserve.
Financial Profile
Fitch rating case incorporates stresses to the sponsors'
assumptions of merchant revenues, capacity factors and heat rates
for Linden units 1-5, an increase to O&M and major maintenance
costs of the entire facility and Fitch SOFR forecast. A PLCR is a
meaningful indicator of financial performance given the debt
structure and refinance risk. The rating case demonstrates a
minimum PLCR of 1.36x in 2030, the year of assumed refinancing.
PEER GROUP
Midland Cogen Venture LP (BB+/Stable) is a mostly contracted
cogeneration plant in Michigan that operates under fixed-price
power purchase agreements (PPA) for the contracted portion of its
generation. Merchant cash flows that could provide additional
support for debt service are excluded from Fitch cases. This
project's operational risk is moderate, reflecting a stable
operating history since 1990s supported by a strong LTSA and
significant equipment redundancy. Its coverage levels under the
rating case average 1.30x.
Plains End Financing LLC (BB+/Stable) is a contracted cogeneration
plant in Colorado that operates under fixed price tolling-style
PPAs. It is a peaking facility with the cash flow profile
susceptible to fluctuations in project dispatch and operating
costs. Its average rating case coverage of 1.28x, but Fitch views
the projected financial profile as acceptable at the current rating
level. Actual performance has historically been above rating case
levels, and management expects future stable operations through the
remaining life of the debt.
Fitch has privately rated other power projects that are heavily
exposed to merchant price risk. Conventional power projects with
partial market-based exposure or merchant tails generally fall in
the 'BB' rating category. Investment grade merchant projects often
include structural features to partially mitigate revenue risk and
typically face less market-based exposure overall. Lower-rated
merchant projects in the 'B' category often participate in less
transparent or more speculative commodity markets and sometimes
combine this exposure with unproven technology.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Deterioration in the operational and financial profile leading to
rating case PLCRs below 1.35x on a sustained basis;
- Inability to achieve merchant revenues as forecast by the
sponsors' market consultant leading to additional stresses in
Fitch's rating case.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Improvement in the operational and financial profile leading to
rating case PLCRs above 1.50x on a sustained basis.
Entity/Debt Rating
----------- ------
EFS Cogen
Holdings I LLC LT IDR BB-(EXP) Expected Rating
EFS Cogen
Holdings I LLC/
Project Revenues
& Assets - First
Lien/1 LT LT BB-(EXP) Expected Rating
EL 7 MARES: Closes Seafood Restaurant After Chapter 11 Filing
-------------------------------------------------------------
Lily O'Neill of San Antonio Express News reports that amid
bankruptcy struggles, 30-year-old El Siete Mares seafood restaurant
closes its doors
El Siete Mares said adios to its customers this month, ending its
30-year run on San Antonio's Commerce Street.
"A nuestros queridos clientes, gracias, y adiós. Que Dios les
devuelva 30 años de bendiciones," the family-owned seafood
restaurant wrote on Facebook. "To our dear clients, thank you, and
goodbye. May God return you 30 years of blessings."
The closure announcement came just months after the company, El 7
Mares, filed for Chapter 11 bankruptcy in April 2024.
About El 7 Mares, Inc.
El 7 Mares, Inc. sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-50579) on April
2, 2024, listing $100,001 to $500,000 in both assets and
liabilities.
David T. Cain, Esq., at the the Law Office of David T. Cain,
represents the Debtor as counsel.
EMPIRE RESORTS: Fitch Lowers LongTerm IDR to 'B-', On Watch Neg.
----------------------------------------------------------------
Fitch Ratings has downgraded Empire Resorts Inc.'s Long-term Issuer
Default Rating (IDR) to 'B-' from 'B' and downgraded its senior
secured notes to 'B-'/'RR4' from 'BB-'/'RR2'. Fitch has also
maintained the ratings on Rating Watch Negative (RWN).
The downgrade to 'B-' reflects Empire's decreased profitability,
resulting from cannibalization and incremental costs associated
with its Resorts World Hudson Valley property, and rising concerns
about the company's ability to refinance its debt. Additionally,
the RWN reflects the risk that Genting New York LLC (GENNY;
BBB-/RWN) may not secure a full-scale casino license in downstate
New York. If GENNY fails to obtain the license, Fitch believes the
strategic importance of the New York market (comprising GENNY and
Empire) to the Genting group would diminish, reducing incentives
for Genting Malaysia (BBB/Stable) to provide support.
The Negative Watch is expected to remain in place for longer than
six months as the NYC casino license bidding process will not be
resolved until late 2025 or early 2026. The downgrade of the senior
secured notes results from revised assumptions in Fitch's waterfall
recovery analysis, leading to a decreased bankruptcy enterprise
valuation.
Key Rating Drivers
Hudson Valley Cannibalization: The opening of Resorts World Hudson
Valley (RWHV) led to cannibalization of Empire's RWC location and
decreased profitability. While gaming taxes are higher at RWHV,
these are partially offset by the facility's lower operating costs,
exacerbating the cannibalization effect at RWC as profits decline.
As of August 2024, consolidated total TTM gross gaming revenue
(GGR) at both locations increased by 25% from November 2022 (Hudson
opened December 2022).
However, net revenue after taxes only rose by 12% due to the higher
tax rate at Hudson Valley. Consequently, EBITDA has declined by
roughly 50%, necessitating cost cuts at both facilities to enhance
profitability. Empire has initiated several operational measures
anticipated to drive profitability in the near term.
Unsustainable Leverage: FY 2023 EBITDAR leverage was 17.9x
(including HoldCo debt), which is unsustainable. Fitch forecasts
EBITDAR leverage declining to 9.7x by 2026 through EBITDA growth.
This growth is driven by low single-digit revenue increases,
cost-cutting measures, and the disposal of loss-making non-core
assets. Fitch does not assume equity support from Genting Malaysia
in its model. Fitch's leverage calculation includes an 8x
capitalization adjustment for Empire's rent expense.
This level of leverage is excessive compared to other peers in
regional gaming, and the company's neutral level free cash flow
(FCF) provides unclear prospects for any material deleveraging
going forward. The secured notes mature in 2026. RWC will need a
substantial combination of EBITDA growth and debt prepayments to
refinance before its maturity in 2026.
Genting Relationship a Positive: Fitch views Empire's association
with Genting Malaysia favorably, warranting a two-notch uplift from
the 'CCC' Standalone Credit Profile (SCP) under Fitch's "Parent and
Subsidiary Rating Linkage" criteria, specifically through the
"stronger parent, weaker subsidiary" approach. This bottom-up
method, focusing on the SCP, contrasts with other Genting-owned
entities that are either equalized or notched down from the
parent's rating.
This differentiation arises primarily because Genting does not
wholly own Empire Resorts; Kien Huat holds a 51% stake and exerts
control over Empire. In addition, Fitch believes Resorts World
Catskills (RWC) has less strategic value compared to other wholly
owned Genting properties, which are generally large-scale flagship
assets generating significantly greater cash flow.
Display of Parent Financial Support: Fitch perceives the legal
incentive between the parent and subsidiary as weak, but considers
the strategic and operational incentives to be medium. Further
evidence of parent support emerged in early 2024 when Genting
Malaysia injected $100 million in equity into RWC to pay down its
holding company note due in 2024 and to provide additional
liquidity. This linkage reflects demonstrated financial support,
potential reputation risk to Genting as it seeks a full casino
license in or near New York City and possibly other major gateway
jurisdictions, and strategic/operational linkage through brand
sharing and cross-marketing.
NYC Licenses Looming: With up to three new downstate New York
full-scale casino licenses now in process, RWC will face greater
competitive pressure as these licenses are awarded. The RWC casino,
approximately 90 miles from New York City, already competes with
Atlantic City, NJ, eastern Pennsylvania, New York City area
slots-only properties, and Connecticut tribal casinos for New York
metro area customers.
The additional gaming supply directly in New York City will erode a
portion of RWC's player base, particularly in table games. Although
the exact timing remains uncertain, the competitive landscape in
New York makes significant long-term growth in RWC's gaming revenue
unlikely.
Capex Declines to Stabilize Liquidity: With all expansionary
projects and openings completed, Fitch forecasts capex spend to
decrease materially to maintenance levels of about $5 million per
annum. In 2021, 2022 and 2023, RWC spent $23 million, $18 million
and $17 million in capex, respectively, on various projects
including Monster Golf and online sports betting. While the
company's FCF profile is forecast to improve in the near term,
increased cannibalization from NYC competition is expected to
mitigate any beneficial impact in the intermediate term.
Geographic Concentration: Empire operates two properties, RWC and
RWHV, in a competitive market subject to new supply in the short
and medium term. Single-site casino operators are typically rated
on the low end of speculative grade, though some can achieve higher
ratings if they are in well-protected, monopolistic regulatory
environments and have very low leverage.
Empire is somewhat more diversified with its second property, the
video lottery terminal (VLT) facility, RWHV, which opened in
Newburgh, NY in 4Q22. However, given the geographic proximity of
RWHV to RWC, the ratings benefit from opening the additional casino
will be limited.
Derivation Summary
Empire's standalone profile is consistent with most other
single-site casino operators, including Hard Rock Northern Indiana
(HRNI, B/Positive Outlook) which are typically on the lower end of
speculative grade. HRNI's end-market dynamics are similar to
Empire's, including competitive operating environments with new
supply risk, single-site properties and similar cash flow
generation. HRNI is exposed to new competition through the pending
casino openings in Chicagoland until 2026.
However, Empire is considered weaker than its larger, more
geographically diversified regional gaming peers, including Bally's
Corporation (B/Negative). Bally's IDR also reflects its
international digital footprint and strong discretionary FCF,
though high EBITDAR leverage (around 7.0x).
Key Assumptions
- Revenue growth of 1% in 2023 and low single-digit revenue growth
is forecast thereafter due to no further projects in the pipeline
and uncertainty around competition in NYC;
- EBITDA margins improve to approximately 9% by 2026 driven by
operational initiatives, exit of unprofitable assets, and marketing
that decreases cannibalization between facilities;
- Reduced capex to maintenance levels throughout the forecast
increases FCF;
- Cash declines slightly from $45 million in 2023 to $36 million by
2027;
- Successful refinancing of senior secured notes in 2026 due to
continued ownership support. Fitch does not assume any debt
paydowns in its forecast;
- EBITDAR leverage remains elevated at approximately 10x throughout
the forecast;
- Interest rate assumptions in line with market forward rates and
spreads.
Recovery Analysis
The recovery analysis assumes that Empire would be reorganized as a
going concern in bankruptcy rather than liquidated. Fitch has
assumed a 10% administrative claim and there is no revolver in the
capital structure.
The most likely bankruptcy scenario in the near term would be
related to the refinancing of the senior secured notes due in 2026.
Going concern EBITDA of $27 million is significantly higher than
Fitch's 2024 estimates. This level of EBITDA represents margins
around 10%, as opposed to 6% in its 2024 base case. After a
bankruptcy, a new owner should be able to run RWC more efficiently
through disposal of unprofitable assets such as Resorts World Bet
and Monticello Raceway, managing the food and beverage segment, and
via economies of scale.
Considering EBITDA margins of regional casinos run by experienced
operators such as MGM or Caesars range from low 20% to mid-30%, the
potential margin improvement appears to carry low execution risk
with further upside potential.
Fitch's going concern EBITDA estimate is a decline of about 34%
from its prior review representing decreased confidence in Resorts
World Catskill and Hudson Valley properties' standalone long-term
profitability.
Fitch applies a 6.0x enterprise value/EBITDA multiple which
reflects the intense competitive environment, limited track record
of operations, fixed rent costs and less established player
database relative to larger, regional peers. This is balanced by
the property's younger age and quality, having opened in 2018.
Fitch typically assigns 5.5x-7.0x multiples to regional gaming
companies, depending on diversification, the competitive
environment, asset quality and existence of meaningful leases.
Fitch forecasts a post-reorganization enterprise value of $146
million after the deduction of expected administrative claims of
10%. This results in an 'RR4' recovery rating for the senior
secured notes, which equates to +0 notching from the IDR to 'B-'.
RATING SENSITIVITIES
The Rating Watch will be resolved once it is confirmed that GENNY
has won a full-scale casino license in downstate New York, or if it
is out of contention. The Watch is not expected to be resolved
within the next six months, as the bid process is expected to take
longer to conclude.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- An increase in rating linkage with Genting Malaysia;
- EBITDAR fixed charge coverage above 1.0x;
- Reductions in EBITDAR leverage toward 7.0x.;
- Increase in liquidity evidenced by stable cash balance with less
reliance on support from Genting Malaysia.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:
- Negative FCF is prolonged such that liquidity from excess cash
buffer is eroded;
- A greater degree of cannibalization from the incremental
downstate New York competition than Fitch anticipates;
- A decrease in rating linkage with Genting Malaysia and heightened
refinancing risk in lieu of parental support.
Liquidity and Debt Structure
Limited Liquidity: Empire had $41 million in cash as of June 30,
2024, up from $22 million at YE 2023. The increase in cash is
primarily due to the $100 million equity infusion from Genting
Malaysia in early 2024. Empire has no revolver in place; however,
there is a carveout in the indenture for a first money out, pari
passu commitment. The company also has completed capex related to
Monster Golf, and Fitch expects capex to decline to maintenance
levels. Fitch expects cash to decline slightly throughout the
forecast to $36 million by 2027.
Refinancing Risk: Empire's senior secured notes mature in November
2026. Due to increased competition, Fitch does not expect material
deleveraging to below 8.0x. The company's ability to refinance
depends on continued ownership support in the form of equity,
comfort letters and keep-well deeds.
Issuer Profile
Empire Resorts, Inc. owns and operates RWC, a full-scale casino
located roughly 90 miles outside New York City, and RWHV, its VLT
facility in Newburgh, NY.
Summary of Financial Adjustments
Fitch treated HoldCo debt as debt of the rated entity due to
potential enforcement of a share pledge triggering a Change of
Control at the rated entity level. In early 2024, Genting Malaysia
announced a significant equity infusion of $100 million into Empire
Resorts Inc., the proceeds were partially used to pay down the
HoldCo debt.
Empire Resorts, Inc. also has a subordinated loan agreement with
Kien Huat Realty III Limited (KH), the majority common shareholder,
for $38.2 million. This loan was made in 2018 for up to $30 million
and is PIK for life, which has resulted in the slight increase in
principal outstanding. The loan is explicitly subordinated, carries
a 3% interest rate, and has a maturity no sooner than 6 months
after any senior ranking debt. So long as senior debt or Series H
preferred shares remains outstanding, the subordinated lender (KH)
agreed to not initiate any bankruptcy or similar proceeding in
respect of Empire Resorts, Inc.
Fitch does not consider this subordinated debt as debt of the rated
entity when calculating leverage metrics because the maturity is
after that of the rated debt and it is PIK for life.
All of the preferred equity is senior only to common equity and
subordinated to all debt, has a 2038 maturity, and there are no
cross-defaults. A Change of Control only triggers a conversion to
common equity. Empire is not required to declare dividends on the
preferred equity.
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
----------- ------ -------- -----
Empire Resorts Inc. LT IDR B- Downgrade B
senior secured LT B- Downgrade RR4 BB-
EPIC CRUDE: Moody's Upgrades CFR to Ba3 & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Ratings upgraded EPIC Crude Services, LP's Corporate Family
Rating to Ba3 from B3, Probability of Default Rating to Ba3-PD from
B3-PD and revised the outlook to stable from positive.
Concurrently, Moody's upgraded EPIC Crude's backed senior secured
super priority revolving credit facility rating to Baa3 from Ba3
and its backed senior secured 1st lien term loan B rating to Ba3
from B3.
"The substantial upgrade reflects increased ownership and support
from company's strategic shipper partners through long-term volume
commitments, greatly reduced volume risk considering MVCs represent
over 75% of pipeline capacity for the next 3 years, and
management's plans to retain free cash flow to invest in potential
expansion projects or reduce debt," commented Giancarlo Rubio, a
Moody's Ratings senior analyst. "The rating action follows the
announcement from Diamondback Energy, Inc. and Kinetik Holdings LP
to acquire an additional 30% equity interests on EPIC and to
contract more than 33% of Epic capacity for the next 10 years."
RATINGS RATIONALE
The upgrade to a Ba3 CFR reflects the company's much improved
business risk profile given its additional contracted capacity
combined with its plans to reduce financial net leverage to below
4x supported by EBITDA growth and debt amortization via cash sweep
and voluntary prepayments. Moody's consider this plan feasible
given strong visibility on projected cash flow over the next three
years and little or no expected distribution demands from its
partners. Debt-to-EBITDA is expected to reach around 4.6x by
year-end 2025. The increased ownership by strategic partners,
Diamondback Energy, Inc. (Baa2 stable) and Kinetik Holdings LP (Ba1
stable), strengthened EPIC's governance and reduces its financial
policy risk which were important considerations in these rating
actions. The ratings are still constrained by the company's
relative small scale compared to peers in the category and exposure
to medium term re-contracting risks. Longer-term demand for crude
transportation depends on production volumes in the Permian,
transportation capacity from alternative pipelines and potential
development of competing export facilities on the US Gulf of
Mexico.
The company's greatly improved contractual position provides strong
visibility on projected free cash flow and deleveraging. Existing
minimum volume commitments (MVC) and dedication contracts account
for 75-85% of pipeline capacity through 2027. EPIC expects to
recontract additional MVCs for any available capacity based on
shipper recontracting history, current production volume and
transportation demand trends out of the Permian Basin. Most
contract counterparties are rated at least Baa3 or better.
Additionally, two members of the EPIC partnership have agreed to
contract around 33% of pipeline capacity through 2034 (MVC
contracts). The pipeline has been running at full capacity since
June 2024 reflecting the strong demand to move barrels from the
Permian basin to export ports.
The stable outlook reflects the company's MVCs and strong revenue
visibility provided to 2026, supportive market fundamentals since
Corpus Christi is one of the primary export outlets for Permian oil
and, management's plans to prioritize debt reduction.
Moody's expect EPIC Crude to maintain good liquidity through 2025,
supported by cash on the balance sheet and positive free cash flow
generation. Company's revolver and term loans have minimum debt
service coverage ratio covenants of 1.1x. The revolver also has a
maximum super-priority leverage ratio covenant of 1x. Moody's
expect the company to have good headroom for future compliance with
these covenants through 2025. EPIC Crude's $50 million revolver and
Term Loan B are due in March 2026. Moody's expect the company to
refinance its capital structure in the near term and well in
advance of maturity.
The super-priority position of EPIC Crude's senior secured revolver
due 2026 and its small size relative to the term loans result in
the facility being rated Baa3, three notches above the CFR. EPIC
Crude's senior secured Term Loan B due 2026 is rated Ba3. The
company's senior secured Term Loan C due 2026 (unrated) ranks pari
passu with the Term Loan B. The term loans comprise the
preponderance of debt, resulting in the Term Loan B being rated
Ba3, the same as the CFR.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if EPIC increases revenues and EBITDA
while maintaining limited volumetric risk, and demonstrates a solid
track record of debt reduction and declining leverage approaching
4.0x.
The ratings could be downgraded if the shipper credit quality
deteriorates, volumetric risk increases, or the company increases
debt to fund expansion projects or distributions. Leverage
maintained above 5x could result in a rating downgrade.
EPIC Crude Services, LP (a subsidiary of EPIC Crude Holdings, LP),
based in Houston, Texas, is a privately owned midstream energy
business with oil pipelines running from the Permian and Eagle Ford
Basins to Corpus Christi, Texas. EPIC Crude is owned by affiliates
of Ares Management Corporation (45%), Diamondback Energy, Inc.
(27.5%) and Kinetik Holdings LP (27.5%).
The principal methodology used in these ratings was Midstream
Energy published in February 2022.
ESTHER YATES: Court Tosses FDCPA Lawsuit v. U.S. Bank, et al.
-------------------------------------------------------------
Judge Rossie D. Alston, Jr. of the United States District Court for
the Eastern District of Virginia ruled on several motions filed by
the parties in the case captioned as WILLIAM R. YATES, et al.,
Plaintiffs, v. U.S. BANK NATIONAL ASSOCIATION, et al., Defendants,
Civil Action No. 1:23-cv-1531 (E.D. Va.),
The Court has pending before it three motions:
(i) Plaintiffs Esther M. Yates and William R. Yates' Motion to
Remand;
(ii) Defendants Nationstar Mortgage LLC d/b/a Mr. Coooper and
U.S. Bank Trust National Association's Motion to Dismiss
(iii) Defendants Robertson, Anschutz, Schneid, Crane & Partners,
PLLC and Ras Trustee Services, LLC's Motion to Dismiss
The Court denies Plaintiff's Motion to Remand and grants
Defendants' Motions to Dismiss.
Attempting to further delay a potential foreclosure, Plaintiffs
bring a three-count Amended Complaint against Defendants,
challenging the validity of the "underlying note and deed of trust
and all subsequently recorded land records pertinent" to the real
property located at 8236 Stoddard Drive, Manassas, Virginia 20110.
Plaintiff Esther Yates executed a promissory note and deed of trust
to finance the purchase of the Property on October 25, 2005. Her
husband, Plaintiff William Yates, signed the deed of trust. At some
point in late 2009, Plaintiffs entered default after experiencing
financial difficulties, and the full amount of the loan was
accelerated on January 20, 2010.
Defendant U.S. Bank, in its capacity as Trustee for GSR Mortgage
Loan Trust 2006-3F, Mortgage-Backed Pass-Through Certificates, is
the holder of the Note. Defendant Nationstar is the servicer of the
loan. Defendant RAST is the Substitute Trustee, and Defendant RASCP
"is the law firm that represented the legal interest of
[Nationstar] and [U.S. Bank] in enforcing the loan documents."
Plaintiffs sued in Prince William County Circuit Court of Virginia
against Defendants on October 17, 2023. The case was then removed
to the United States District Court for the Eastern District of
Virginia and assigned to Judge Alston on November 10, 2023.
Plaintiffs were granted leave to file their First Amended Complaint
and did so on November 21, 2023. Plaintiff subsequently filed a
Motion to Remand on November 29, 2023.
In essence, the First Amended Complaint asserts that "Defendants
are unconscionably manipulating and violating the law to eventually
profit from foreclosing on Plaintiffs' property when Defendants do
not hold or own the note and deed of trust on Plaintiffs['] home."
Specifically, in Count 1, Plaintiffs seek various forms of
declaratory relief against all Defendants regarding the validity of
the Note, the DOT, and certain land records. In Count 2,
Plaintiffs bring claims for slander of title and to quiet title
because Defendants "ha[d] no authority to foreclose" on the
Property. In Count 3, Plaintiffs allege that Defendants Nationstar
and RASCP, as debt collectors, violated the FDCPA when they used
"false, deceptive, unfair and unconscionable means to collect from
Plaintiffs."
Defendants Nationstar and U.S. Bank moved to dismiss the action for
failure to state a claim on December 4, 2023, and the RAS
Defendants moved to dismiss on December 5, 2023. Both motions
assert that this suit is barred by the doctrine of res judicata.
Plaintiffs assert that remand is appropriate in this case because
the Court lacks subject matter jurisdiction, and because the
initial removal had material procedural defects.
Since any procedural defects in removal were minor and did not
prejudice Plaintiffs and because the removal was proper, the Motion
to Remand will be denied, the Court holds.
Defendants contend that Plaintiffs' claims are barred by the
doctrine of res judicata and that they also independently fail as a
matter of law.
The Court points out, "Under res judicata principles, a prior
judgment between the same parties can preclude subsequent
litigation on those matters actually and necessarily resolved in
the first adjudication."
Because the elements of claim preclusion are satisfied, the
doctrine of res judicata precludes the Court from hearing
Plaintiffs' claims, the Court concludes.
Because Plaintiffs' claims are barred by the doctrine of res
judicata, the Court will grant the Motions to Dismiss with
prejudice.
A copy of the Court's decision is available at
https://urlcurt.com/u?l=QSbLCh
Esther Mammie Yates filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Va. Case No. 19-13417) on
October 17, 2019, listing under $1 million in both assets and
liabilities.
EYM PIZZA: Law Firm of Russell Represents Utility Companies
-----------------------------------------------------------
Russell R. Johnson III of the Law Firm of Russell R. Johnson III,
PLC filed a verified statement pursuant to Rule 2019 of the Federal
Rules of Bankruptcy Procedure to disclose that in the Chapter 11
case of EYM Pizza, L.P. and its Affiliates, the firm represents
utility companies ("Utilities").
The names and addresses of the Utilities represented by the Firm
are:
1. Commonwealth Edison Company
Attn: Lynn R. Zack, Esq.
Assistant General Counsel
Exelon Corporation
2301 Market Street, S23-1
Philadelphia, PA 19103
2. Dominion Energy South Carolina, Inc.
Attn: Jay Bressler, Esq.
220 Operation Way
Cayce, SC 29033
3. Georgia Power Company
Attn: Daundra Fletcher
2500 Patrick Henry Parkway
McDonough, GA 30253
The following Utilities have unsecured claims against the Debtors
arising from prepetition utility usage: Commonwealth Edison
Company, Dominion Energy South Carolina, Inc., and Georgia Power
Company.
Dominion Energy South Carolina and Georgia Power Company hold
surety bonds that they will make claims upon for payment of the
prepetition debt that the Debtors owe to those Utilities in the
event the Debtors do not otherwise pay the prepetition debt to
pursuant to a Court order authorizing such payment.
The Law Firm of Russell R. Johnson III, PLC was retained to
represent the Utilities in August 2024.
The law firm can be reached at:
Russell R. Johnson III, Esq.
LAW FIRM OF RUSSELL R. JOHNSON III, PLC
2258 Wheatlands Drive
Manakin-Sabot, Virginia 23103
Telephone: (804) 749-8861
Email: russell@russelljohnsonlawfirm.com
About EYM Pizza LP
EYM Pizza LP is a Pizza Hut franchisee.
EYM Pizza LP and affiliates sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-41669) on
president of EYM Group Inc., the Debtor reports estimated assets
under $2.25 million and estimated liabilities more than $21
million.
The Debtors are represented by Howard Marc Spector, Esq. at Spector
& Cox, PLLC.
FALL CREEK: Case Summary & 11 Unsecured Creditors
-------------------------------------------------
Debtor: Fall Creek One, LLC
6320 Quadrangle Drive, Suite 120
Chapel Hill, NC 27517
Chapter 11 Petition Date: September 27, 2024
Court: United States Bankruptcy Court
Middle District of North Carolina
Case No.: 24-80221
Debtor's Counsel: Laurie B. Biggs, Esq.
BRIGGS LAW FIRM PLLC
9208 Falls of Neuse Road Suite 120
Raleigh, NC 27615
Tel: (919) 375-8040
Email: lbiggs@biggslawnc.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Anthony H. Dilweg as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 11 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/JYUF4QI/Fall_Creek_One_LLC__ncmbke-24-80221__0001.0.pdf?mcid=tGE4TAMA
FIRST STATES REALTY: Starts Subchapter V Bankruptcy Process
-----------------------------------------------------------
First States Realty Corp. LLC filed Chapter 11 protection in the
Eastern District of Pennsylvania. 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 23, 2024 at 2:00 p.m. in Room Telephonically on telephone
conference line: 1-877-685-3103. participant access code: 6249335.
About First States Realty Corp.
First States Realty Corp. LLC is primarily engaged in renting and
leasing real estate properties.
First States Realty Corp. sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No.
24-13283) on Sept. 16, 2024. In the petition filed by Richard
Sabella. as manager, the Debtor estimated assets and liabilities
between $1 million and $10 million.
The Honorable Bankruptcy Judge Patricia M. Mayer oversees the
case.
The Debtor is represented by:
Ronald S. Gellert, Esq.
GELLERT SEITZ BUSENKELL & BROWN, LLC
901 Market Street, Suite 3020
3rd Floor
Philadelphia, PA 19107
Tel: (302) 425-5806
Email: rgellert@gsbblaw.com
FLAME LLC: Case Summary & 15 Unsecured Creditors
------------------------------------------------
Debtor: Flame LLC
23056 Witte Road SE
Mapple Valley, WA 98038
Business Description: The Debtor offers LTL and FTL Truckload
Services, Intermodal Transportation, Heavy
Haul and Oversize Loads, Cross-Border and
International Shipping, Expedited and Time-
Critical Deliveries, and Logistics and
Supply Chain Management Services.
Chapter 11 Petition Date: September 26, 2024
Court: United States Bankruptcy Court
Western District of Washington
Case No.: 24-12447
Judge: Hon. Christopher M Alston
Debtor's Counsel: Joy Lee Barnhart, Esq.
LAW OFFICE OF JOY LEE BARNHART
15 S. Grady Way 535
Renton WA 98057
Tel: (425) 255-5609
Email: joylee@joybarnhart.com
Total Assets: $1,707,001
Total Debts: $2,867,916
The petition was signed by Karandeep Pannu as CEO/president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 15 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/Q6N77TY/Flame_LLC__wawbke-24-12447__0001.0.pdf?mcid=tGE4TAMA
FTX TRADING: Ellison Gets 2-Yrs Prison Sentence in Fraud Case
-------------------------------------------------------------
Pete Brush of Law360 reports that a Manhattan federal judge
sentenced former cryptocurrency executive Caroline Ellison to two
years in prison Tuesday, Sept. 24, 2024, crediting her decision to
testify against FTX founder Sam Bankman-Fried but saying the $11. 2
billion fraud was too big to warrant a "get out of jail free
card."
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.
GLATFELTER CORP: S&P Upgrades ICR to 'B+', Outlook Stable
---------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Glatfelter
Corp. to 'B+' from 'CCC+' and removed it from CreditWatch, where
S&P placed it on Feb. 8, 2024, with positive implications.
At the same time, S&P assigned its 'B+' issue-level rating to the
new $1.085 billion first-lien term loan and raised the rating on
the existing $500 million senior notes to 'B+' from 'CCC', which
will now rank pari passu with the proposed first-lien term loan.
The stable outlook reflects S&P's expectation for continued
improvements in earnings over the next 12 months. It also reflects
its expectations of S&P Global Ratings-adjusted debt leverage below
6x during the company's fiscal year ending 2026 (Sept. 30 year
end), from the mid-6x area after close.
Glatfelter and Berry Global Group Inc.'s Health, Hygiene and
Specialties Non-woven and Film (HHNF) SpinCo will operate under the
name Magnera following the close of the merger that was announced
in February.
S&P said, "The 'B+' issuer credit rating reflects our view of the
combined company's weak profitability, elevated debt-leverage at
close, and narrow product and customer concentration. Somewhat
offsetting these risk factors are its longer-term commitment to
lower debt leverage, sizable global operations and market position
in certain product categories, its long-standing customer
relationships, and broad technological capabilities in nonwoven
solutions, relative to competitors.
"The company's profit profile constrains r ratingou. Its
profitability is below average for similarly rated peers. This is
in part driven by the company being a price taker in a competitive
market, further exacerbated by operational challenges mainly at
legacy Glatfelter. While acknowledging recent benefits from an
almost 18-month-long turn-around strategy at Glatfelter, meaningful
and sustained margin improvements, in our view, are also dependent
on a stronger recovery in end-market demand, which we do not
anticipate will occur in the next 12 months–18 months. This is
also consistent with S&P Global Ratings economists' view of below
trendline U.S. GDP growth in the same period. Meaningful margin
improvement is similarly dependent on the successful integration of
the merger.
"Even after incorporating some benefits from operational synergies,
we still view the company's S&P Global Ratings-adjusted EBITDA
margin as below-average compared with other similarly rated and
higher-rated peers. Our base case forecast incorporates S&P Global
Ratings-adjusted EBITDA margins of 10% at the end of the company's
fiscal 2025.
"Management has identified about $55 million in synergies to be
realized over a three-year period. While we view these synergies as
attainable, we believe full realization will occur over a longer
horizon.
"In our view, the combined company has a high degree of customer
and product concentration but with a long-standing customer base.
Despite its increased scale, the company's largest customer
accounts for about 14% of its pro forma sales, and its top five
customers account for roughly 30%. Furthermore, materials going
into wipes and personal care (adult and baby) end markets--which we
view as fairly commoditized products--account for more than 60% of
total company revenue. We view this level of customer and
end-market concentration as a risk on the downside. Somewhat
offsetting this is the company's long-tenured relationships with
this group of customers, which we understand to average about 20
years.
"Notwithstanding this, the company's core customer base, which
includes some of the world's largest consumer packaged goods (CPGs)
companies, supports our view that it does not yield meaningful
pricing power, which during recent periods of cost inflation has
pressured both legacy Glatfelter and the SpinCo's margins on the
downside.
"The combination of the businesses will form one of the largest
suppliers in the nonwoven space and challenge for market leading
positions. The combined company's product portfolio will include
both resin-based and fiber-based solutions. This, in our view, will
increase its share of wallet with its core customers and improve
its influence over pricing as it later reprices legacy Glatfelter's
sales contracts. A high degree of customer overlap between the two
legacy businesses, but in different product categories, supports
this view. The company's capabilities in non-woven technologies
will include spunbound, spunmelt, carded, airlaid, spinlace, and
spunlace. In addition to its capabilities in film technology, we
understand that Magnera will offer the broadest product and
solutions offering in the industry. This, in our view, should
position the company as a preferred partner to both regional and
global CPG companies.
"Following close, we understand the company's share of the market
will be almost twice that of its nearest competitor in this
fragmented sector. Good brand recognition in certain product
categories, for example Sontara, TYPAR, and Tempera, in our view
also increases barriers to entry, but we do note that the
specialties materials market in which the company operates is
highly competitive and widely fragmented. This, together with the
commoditized nature of its core products, places somewhat of a cap
on its pricing power.
"Over time, we expect the company to adopt a conservative financial
policy, including reducing its large debt burden.We expect the
company's S&P Global Ratings-adjusted debt leverage in the mid-6x
area at the end of its fiscal 2025 and improving to below 6x in
2026. Management intends to reduce net-debt leverage to below 3x by
fiscal 2027 (36 months post-transaction close), driven by
improvements in earnings and accelerated debt repayments. Given our
assessment of the company's business risk profile, we do not net
available cash against outstanding debt.
"Despite a weak margin profile, we expect the company to generate
positive free operating cash flows (FOCF). Positive FOCF generation
is supported by the company's minimal capital expenditure (capex)
requirements but partially offset by its heavy interest burden.
"To reflect its improved competitive position, relative to other
'B' rated peers, we apply a positive one-notch comparable rating
analysis modifier to our anchor on the company. It is our view that
the successful integration of the merger will provide some level of
earnings stability, over time. This, coupled with our view that
debt-leverage decreases materially over time, is an additional
positive factor.
"There is minimal cushion under our base case for
underperformance.Notwithstanding our views on the company's
financial policies, its elevated S&P Global Ratings-adjusted
debt-leverage levels at close provides limited room under our base
case forecast for underperformance.
"The stable outlook on the company reflects improvements in
profitability at legacy Glatfelter, which we expect will continue
over the next 12 months despite some variability in demand across
its product categories. It also reflects our expectations of S&P
Global Ratings-adjusted debt leverage in the mid-6x area following
transaction close, before reducing to below 6x during fiscal 2026.
"We could lower our ratings if we expected the company's S&P Global
Ratings-adjusted debt leverage to remain above 6x with no clear
prospects for improvement." This could occur if:
-- Its earnings underperformed S&P's forecast, possibly because of
a protracted delay in recovery in its end markets, increased
competitive pressures, or operational missteps as management
focuses on integration; or
-- The company adopted a more aggressive financial policy, such as
pursuing significant debt-funded acquisitions or shareholder
returns.
S&P said, "While unlikely over the next 12 months, we could raise
our ratings if the company reduced its S&P Global Ratings-adjusted
leverage below 4x through earnings growth and margin improvements,
and we believed it would sustain debt leverage at this level while
pursuing acquisitions and strategic investments."
GLP CAPITAL: Moody's Affirms 'Ba1' CFR, Outlook Stable
------------------------------------------------------
Moody's Ratings affirmed GLP Capital L.P.'s ("GLP Capital" or "the
REIT") ratings, including its Ba1 Corporate Family Rating, Ba1
Senior Unsecured Rating and (P)Ba1 Senior Unsecured Shelf Rating.
The rating affirmation reflects the stability of GLP Capital's
earnings from its long-term triple-net lease portfolio and the
REIT's solid credit metrics, including its leverage and fixed
charge coverage. GLP Capital's Speculative Grade Liquidity Rating
(SGL) of SGL-1 is unchanged. The rating outlook is stable.
RATINGS RATIONALE
GLP Capital's credit profile reflects its large scale and
long-term, triple-net leases. The REIT also maintains strong fixed
charge coverage, low leverage compared to other REITs Moody's rate,
and no secured debt with an entirely unencumbered property
portfolio. Its contractual cash flows derived from long-term
triple-net leases help insulate it from the volatility of the
underlying gaming operations. The ratings are also supported by a
consistent financial policy, including Net Debt/EBITDA targeted
below 5.5x as GLP Capital continues to expand through
acquisitions.
Nonetheless, despite these credit positives, tenant concentration
remains a meaningful credit challenge. GLP Capital's top tenant,
PENN Entertainment, Inc. (PENN, B1 stable) represents approximately
61% of GLP Capital's total annual rent. The gaming industry is also
a highly discretionary form of entertainment and changing consumer
behavior is a key risk. Moreover, specialized casino assets have
more limited recovery prospects under a stress scenario relative to
other types of real estate. However, the limited number of gaming
licenses provides a barrier to entry for new competitors and
increases the attractiveness of these assets for gaming operators
in the regional gaming markets. While there are limited alternative
uses for gaming properties, gaming REIT landlords benefit from
state and local governments' incentives to keep casinos operating
to preserve gaming taxes and employment. This is particularly
relevant in higher-tax, limited-gaming license states, where it
reduces the threat of repurposing the casino assets for alternative
uses.
GLP Capital maintains strong liquidity given its well-laddered debt
maturity schedule and a $1.75 billion undrawn revolver that will
expire in May 2026. The revolver also has two six-month extension
options at the company's discretion. GLP Capital's next debt
maturity is in June 2025 $850 million Senior Unsecured debt, which
Moody's expect GLP Capital to be able to refinance. Additionally,
supporting the REIT's liquidity position are its high-quality
unencumbered casino assets.
The stable outlook reflects Moody's expectation that GLP Capital
will fund its growth using a prudent mix of long-term debt and
equity capital that will preserve its sound capital structure and
liquidity position.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A ratings upgrade would reflect property type diversification
outside of gaming investments and/or reduced tenant concentrations
(to below 40% of total annual rent), Moody's Adjusted Net
Debt/EBITDA in the low 5.0x range and maintenance of fixed charge
coverage above 3.5x on a sustained basis. Maintaining GLP Capital's
strong liquidity position would also be another key credit
consideration.
Ratings could be downgraded if tenant credit quality deteriorates,
or property rent coverage metrics decline. Ratings could also be
downgraded if Net Debt/EBITDA exceeds 6.0x and fixed charge
coverage falls below 3.0x on a sustained basis.
GLP Capital L.P. is the main operating subsidiary of Gaming &
Leisure Properties, Inc. (NASDAQ: GLPI) (collectively "GLPI"), a
REIT engaged in the business of acquiring, financing, and owning
real estate property to be leased to gaming operators in triple net
lease arrangements. GLPI owns a portfolio of 65 properties across
the US. Its gross assets were $14.2 billion as of June 30, 2024.
The principal methodology used in these ratings was REITS and Other
Commercial Real Estate Firms published in February 2024.
GLUCOTRACK INC: Stockholders Approve Share Issuance Proposal
------------------------------------------------------------
Glucotrack, Inc. disclosed in a Form 8-K filed with the Securities
and Exchange Commission that on Sept. 24, 2024, it held a special
meeting of its stockholders at which the stockholders approved, for
purposes of complying with Nasdaq Listing Rule 5635(b), the full
issuance of shares of common stock issuable by the Company upon
conversion of the Note issued on July 30, 2024 and exercise of the
Warrants issued on July 30, 2024.
The proposal to adjourn the Special Meeting to a later date or
dates, if necessary, to permit further solicitation and vote of
proxies if it is determined by the Company that more time is
necessary or appropriate to approve the Issuance Proposal at the
Special Meeting was not presented at the Special Meeting since the
Issuance Proposal received sufficient favorable votes to be
adopted.
About GlucoTrack Inc.
Rutherford, N.J.-based GlucoTrack, Inc. is focused on the design,
development, and commercialization of novel technologies for people
with diabetes. Glucotrack's CBGM is a long-term, implantable system
that continually measures blood glucose levels with a sensor
longevity of 2+ years, no on-body wearable component and with
minimal calibration.
Tel-Aviv, Israel-based Fahn Kanne & Co., Grant Thornton Israel, the
Company's auditor since 2010, issued a "going concern"
qualification in its report dated March 28, 2024, citing that the
Company has incurred net losses and negative cash flows from its
operations and comprehensive loss since its inception and as of
December 31, 2023, there is an accumulated deficit of
[$109,853,000]. These conditions, along with other matters, raise
substantial doubt about the Company's ability to continue as a
going concern.
GMS HOLDINGS: Case Summary & One Unsecured Creditor
---------------------------------------------------
Debtor: GMS Holdings, LLC
7116 Moores Lane
Brentwood, TN 37027
Business Description: GMS Holdings is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)). The Debtor owns a commercial
property located at 7116 MooresLane,
Brentwood, TN valued at $5.25 million.
Chapter 11 Petition Date: September 27, 2024
Court: United States Bankruptcy Court
Middle District of Tennessee
Case No.: 24-03719
Judge: Hon. Charles M Walker
Debtor's Counsel: Jay R. Lefkovitz, Esq.
LEFKOVITZ & LEFKOVITZ
908 Harpeth Valley Place
Nashville, TN 37221
Tel: 615-256-8300
Fax: 615-255-4516
E-mail: jlefkovitz@lefkovitz.com
Total Assets: $5,250,000
Total Liabilities: $5,300,000
The petition was signed by Charles Larry Thorne as chief manager.
The Debtor listed Kinetic Advantage LLC located at 10333 N,
Meridian Street, Suite 400, Indianapolis, IN 46290 as its sole
unsecured creditor holding a claim of $50,000.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/SKRKX5Q/GMS_HOLDINGS_LLC__tnmbke-24-03719__0001.0.pdf?mcid=tGE4TAMA
GODFREY ROSE: Unsecureds Will Get 100% of Claims in Plan
--------------------------------------------------------
Godfrey Rose LLC filed with the U.S. Bankruptcy Court for the
Eastern District of New York a Disclosure Statement describing
Chapter 11 Plan dated August 23, 2024.
The Debtor is the owner of two development parcels of vacant land,
one located on Burton Avenue, Monticello, New York (Tax Map 118-A
1-13.1) consisting of 10 acres which can be developed into
single-family homes (the "Burton Avenue Property"); and the other
located at David Avenue, Monticello, New York (Tax Map 132-1-1)
consisting of 12 acres which can be developed into multi family
homes (the "David Avenue Property", and together with the Burton
Avenue Property, the "Properties").
The Burton Avenue property has an appraised value of $1 million and
the David Avenue Property has an appraised value of $800,000. The
Properties are subject to a spreader purchase money mortgage held
by Timonthy Sullivan Estate Inc. (the "Lender") in the claimed
amount of $1,550,665.10 as of June 15, 2024, plus interest, fees
and other charges, and a judgment lien held by TD Bank in the
amount of $112,953.86 plus interest.
The Debtor filed the Chapter 11 case to protect the Properties from
foreclosure while the Debtor completed arrangements for a
refinancing to satisfy the existing mortgage and fund the
development of the land into single and multi-family residences.
With the necessary financing (the "Exit Facility") now in place,
the Debtor is now seeking to confirm its Chapter 11 Plan of
Reorganization which provides the framework for the payment of all
claims, secured, priority and general unsecured, in full from the
Exit Facility and an additional capital contribution to be made by
the principals of the Debtor, Yitzchok Loeffler and Eddie Doran
(the "New Value Contribution"). The Exit Facility and the New Value
Contribution will be deposited with the Debtor's counsel prior to
the Confirmation Hearing and together constitute "Available Cash"
for distribution to creditors under the terms of the Plan.
The Debtor originally sought Chapter 11 relief on May 23, 2022 in
an effort to stay the sale while it closed on a planned sale of the
Burton Avenue Property to a third party for a sufficient amount to
pay the Lender in full, and thereby freed up the David Avenue
Property for development free and clear of all liens. After the
sale failed to materialize, the Lender obtained an Order dated
November 7, 2022 vacating the stay to permit the foreclosure to
continue.
Accordingly, a new Chapter 11 petition was filed, and, now that the
refinancing commitment has been received, and the principals have
generated the funds to make their New Value Contribution, the
Debtor is ready to proceed with confirmation.
Class 4 consists of General Unsecured Claims. The general unsecured
claims will be paid in full on the Effective Date from Available
Cash. The allowed unsecured claims total $90,000. This Class will
receive a distribution of 100% of their allowed claims.
Class 5 consists of the membership interests in the Debtor. The
Equity Holders shall retain their membership interests in the
Reorganized Debtor, that is, the Debtor following confirmation,
without change and shall distribute all profits in accordance with
the existing Operating Agreement in effect as of the Petition Date.
Class 5 equity interests are unimpaired under the Plan.
The payments due under the Plan shall be paid through a combination
of (i) the financing to be provided by the Take-Out Lender in
accordance with the Exit Facility and subject to the Loan
Documents; and (ii) the New Value Contribution to be made by the
Debtor's principals.
The Exit Facility shall be a first priority senior mortgage loan in
the principal amount of up to $1,00,000 to be made and executed by
the TakeOut Lender. By the virtue of Confirmation of the Plan and
approval of the Exit Facility, the Debtor shall be authorized to
borrow up to the sum of $1,000,000 from the Take-Out Lender on
terms and conditions set forth in the Loan Documents.
A full-text copy of the Disclosure Statement dated August 23, 2024
is available at https://urlcurt.com/u?l=mmlwRT from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Goldberg Weprin Finkel Goldstein LLP
J. Ted Donovan, Esq.
125 Park Avenue, 12th Floor
New York, NY 10017
About Godfrey Rose
Godfrey Rose LLC is the owner of two development parcels of vacant
land.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-44564) on December 11,
2023, with $1,000,001 to $10 million in assets and liabilities.
Judge Elizabeth S. Stong presides over the case.
GREAT CANADIAN: S&P Alters Outlook to Negative, Affirms 'B' ICR
---------------------------------------------------------------
S&P Global Ratings revised the outlook on Canada-based regional
gaming operator Great Canadian Gaming Corp. (GCGC) and its
subsidiary Ontario Gaming GTA L.P. to negative from stable. The
negative outlook reflects the probability that S&P could lower its
ratings over the next 12 months if it believes GCGC's leverage will
remain over 7x.
At the same time, S&P affirmed the 'B' issuer credit rating on
Great Canadian Gaming Corp. It also affirmed the 'B+' issue-level
rating on GCGC's senior secured term loan and secured notes.
S&P said, "We expect GCGC's leverage will remain high for the next
12 months. The western and eastern Ontario casinos (West GTA and
East GTA bundles) owned by GCGC operate under a compensation model
with Ontario Lottery and Gaming Corp. (OLG). In August 2024 GCGC
announced that to the compensation model has reverted back to
pre-pandemic terms. As a result of this change, we assume GCGC's
revenue and EBITDA and will be negatively impacted by about C$95
million-C$100 million. Separately, general macroeconomic softness
in Canada and weaker consumer discretionary spending has weighed on
the GCGC's operating performance across its British Columbia (B.C.)
casinos and three Ontario bundles, including the newly built
casinos in Ontario.
"Therefore, we forecast a meaningful revision to GCGC's EBITDA for
year-end 2024 and 2025. We now expect S&P Global Ratings-adjusted
EBITDA will be about 15%-17% lower than our previous forecast. We
also estimate debt to EBITDA will be about 7x in 2024 and about
6.8x in 2025, which is a significant deterioration from our
previous forecast of 6.0x and 5.5x in 2024 and 2025, respectively.
Our base case analysis does not incorporate any debt reduction from
recently announced asset sales. However, if the company were to use
the proceeds to paydown debt, we believe leverage could improve
modestly.
"Our view of an aggressive financial-policy and heavy debt load
limits the company's leverage cushion. Over the past years,
financial sponsor (Apollo & Brookfield Asset Management) has
pursued sizeable debt-funded dividend transactions (including the
most recent C$600 million debt-financed dividend in February 2024),
which coincided with the build and ramp up of OTG casinos (Toronto
and Pickering). These policy decisions in our view are aggressive
and reduce the financial flexibility of the company."
As of June 30, 2024, GCGC had about C$4 billion of balance sheet
debt (excluding leases but including 100% of OTG debt). Given that
GCGC's EBITDA is small in relation to its debt load, leverage is
highly sensitive to changes in EBITDA and believe it could
deteriorate further with any underperformance. Key concerns that
could weaken the debt-to-EBITDA ratio are additional debt-funded
dividends or further operational underperformance either at the GTA
bundle or other casino locations. Per S&P's estimates, a
hypothetical 200 basis points (bps) deterioration in EBITDA margins
could lead to increase in leverage by about 0.5x resulting in
leverage over 7x.
Operating efficiency initiatives and OTG ramp up should continue to
support EBITDA. In response to macroeconomic challenges, management
has put in place value creation and operating efficiency
initiatives. These initiatives will result in modest cost savings
over the next 12 months. S&P said, "In addition, as consumer
spending improves, we expect EBITDA will recover at B.C. casinos.
Furthermore, we believe OTG will continue to generate positive
EBITDA once the Toronto casino fully ramps up, which we believe
will be accretive to GCGC's overall EBITDA. Therefore, through
2025, we expect that EBITDA growth forecast should be better than
2024, resulting in debt to EBITDA improving to just below 7x in
2025. In addition, the company has announced asset sales. Our base
case analysis does not incorporate any debt reduction from recently
announced asset sales. However, if the company were to use the
proceeds to paydown debt, we believe leverage could improve
modestly."
S&P said, "We expect GCGC will maintain adequate liquidity. Despite
softness in EBITDA, we expect GCGC will generate positive free
operating cash flows (after lease payments) in the range of
C$200-C$250 million. Furthermore, the company has sizeable
availability under both the revolver facilities and sufficient cash
on balance sheet. Hence, we believe the company has ample
flexibility if macroeconomic headwinds limit consumer discretionary
spending for a prolonged period.
"The negative outlook reflects the probability that we will lower
our ratings over the next 12 months if we forecast GCGC's leverage
will remain over 7x due to prolonged weakness either because of
poor macroeconomic conditions or further debt-financed transaction
as the result of the sponsor's aggressive financial policy."
S&P could lower its rating if it expects GCGC's leverage will
remain at or over 7x.
The likely path for that would be if:
-- The company significantly underperformed our revised base-case
forecast in the next 12 months due to continued weakness in
discretionary spending by consumers;
-- The company's ramp-up of the Toronto casino property faces
unexpected hurdles leading to operational underperformance and
higher costs; or
-- Management continues to pursue additional debt-financed
development or acquisitions or return cash to shareholders such
that leverage remains above 7x.
S&P could revise the outlook to stable if company's operating
performance recovers such that leverage is sustainably below 7x.
Contributing factors to organic EBITDA growth would be improvement
in general consumer visitations, spending habits and successful
ramp-up Toronto casinos.
S&P said, "Social factors are a moderately negative consideration
in our credit rating analysis of GCGC. During the pandemic, the
company had most of its properties either closed (such as those in
B.C.) or operating intermittently (Ontario) at reduced capacities.
Management and Governance is assessed as moderately negative, as is
the case for most rated entities owned by private-equity sponsors.
We believe the company's highly leveraged financial risk profile
points to corporate decision-making that prioritizes the pure
interests of the controlling owners." This also reflects generally
finite holding periods and a focus on maximizing shareholder
returns.
GUARDIAN ELDER: U.S. Trustee Appoints Margaret Barajas as PCO
-------------------------------------------------------------
Andrew R. Vara, the U.S. Trustee for Regions 3 and 9, appointed
Margaret Barajas as patient care ombudsman for Guardian Elder Care
at Johnstown, LLC and affiliates.
The appointment was made pursuant to the order from the U.S.
Bankruptcy Court for the Western District of Pennsylvania on August
30.
The duties of a patient care ombudsman are enumerated in Section
333 of the Bankruptcy Code and Fed. R. of Bank. Proc 2015.1. These
provisions provide as follows:
* (b) An ombudsman appointed under section (a) shall:
-- monitor the quality of patient care provided to patients of
the debtor, to the extent necessary under the circumstances,
including interviewing patients and physicians;
-- not later than 60 days after the date of appointment, and
not less frequently than at 60-day intervals thereafter, report to
the court after notice to the parties in interest, at a hearing or
in writing, regarding the quality of patient care provided to
patients of the debtor; and
-- if such ombudsman determines that the quality of patient
care provided to patients of the debtor is declining significantly
or is otherwise being materially compromised, file with the court a
motion or a written report, with notice to the parties in interest
immediately upon making such determination.
* (c)(1) An ombudsman appointed under section (a) shall maintain
any information obtained by such ombudsman under this section that
relates to patients (including information relating to patient
records) as confidential information. Such ombudsman may not review
confidential patient records unless the court approves such review
in advance and imposes restrictions on such ombudsman to protect
the confidentiality of such records.
* (c)(2) An ombudsman appointed under section (a)(2)(B) shall
have access to patient record consistent with authority of such
ombudsman under the Older American Act of 1965 and under non
Federal law governing the State Long-Term Care Ombudsman program.
The ombudsman may be reached at:
Margaret Barajas
PA Long-Term Care Ombudsman | Ombudsman Office
Pennsylvania Department of Aging
555 Walnut St. 5th Floor
Harrisburg, PA 17101
Phone: (717) 783-7096 | Fax: (717) 772-3382
Email: mbarajas@pa.gov
About Guardian Elder Care at Johnstown
Guardian Elder Care at Johnstown, LLC (doing business as Richland
Healthcare and Rehabilitation Center), its affiliates, and their
non-debtor affiliates are a private, family-owned organization that
has provided inpatient and outpatient services to predominately
small and/or rural communities through a network of skilled nursing
facilities and personal care homes since 1995. Guardian Healthcare
maintains 19 skilled nursing facilities, with one facility in West
Virginia and the remaining facilities located in Pennsylvania.
Through its facilities, Guardian Healthcare maintains more than
1,700 skilled nursing, personal care, and independent living beds,
providing long-term care and rehabilitation services.
Guardian Elder Care at Johnstown and its affiliates sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
W.D. Pa. Lead Case No. 24-70299) on July 29, 2024. In the petitions
signed by Allen Wilen, chief restructuring officer, Guardian Elder
Care at Johnstown disclosed up to $10 million in assets and up to
$50 million in liabilities.
Judge Jeffery A. Deller oversees the cases.
The Debtors tapped Saul Ewing LLP as legal counsel, Eisner Advisory
Group LLC as financial advisor, and Omni Agent Solutions, Inc. as
claims and noticing agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
HAZ MAT SPECIAL: Hits Chapter 11 Bankruptcy Protection
------------------------------------------------------
Haz Mat Special Services 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 21, 2024 at 2:00 p.m., US Trustee Houston Teleconference.
About Haz Mat Special Services
Haz Mat Special Services LLC HMSS specializes in 24/7 emergency
response Services and is ready for the most challenging
circumstances involving hazardous materials incidents in all modes
of transportation & fixed sites. The Company's focus is responding
to emergency situations involving hazardous materials, industrial
fires, explosions, Chem/Bio, WMDs, radiologicals (TENORM) or
weather related events occur.
Haz Mat Special Services LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-34269) on Sept.
13, 2024. In the petition filed by Joshua Williams, as sole member,
the Debtor estimated assets between $10 million and $50 million and
liabilities between $1 million and $10 million.
The Debtor is represented by:
Brandon Tittle, Esq.
TITTLE LAW GROUP, PLLC
5465 Legacy Drive, Ste. 650
Plano, TX 75024
Tel: 972-731-2590
E-mail: btittle@tittlelawgroup.com
HERSCHEND ENTERTAINMENT: Moody's Ups CFR to Ba3, Outlook Stable
---------------------------------------------------------------
Moody's Ratings upgraded Herschend Entertainment Company, LLC's
Corporate Family Rating to Ba3 from B1, Probability of Default
Rating to Ba3-PD from B1-PD, and senior secured term loan rating to
Ba3 from B1. The outlook was changed to stable from positive.
The upgrade of the CFR and stable outlook reflects improving
operating performance and credit metrics since the pandemic and
Moody's expectation that management will maintain conservative
financial policies including sustaining moderate leverage levels
under 3.0x (currently in the mid 2x range including Moody's
adjustments) over the next 12 to 18 months.
RATINGS RATIONALE
The Ba3 CFR reflects Moody's view that revenue and EBITDA will
continue to improve driven by consumer demand, investments in new
attractions and the expansion of resort properties. Herschend has a
history of making opportunistic & strategic acquisitions of
location-based entertainment assets. It also has a successful track
record of purchasing aquariums previously operated as non-profits.
Herschend purchased Kentucky Kingdom and the Vancouver Aquarium in
2021 and Callaway Gardens in 2022 which has supported revenue and
EBITDA growth. In 2023 the company sold a significant portion of
its ownership stake in World Choice Investments, LLC (wholly owned
subsidiary Showtime Acquisition, LLC B2 CFR) which bolstered its
liquidity profile and helped to fund its most recent investment
opportunity, a new hotel in Nashville.
Governance considerations are a key driver of the rating action and
are mainly driven by Herschend's conservative financial policy and
maximum leverage tolerance of 3.5x. Although Moody's expect
leverage to be sustained in the mid 2x range absent a large
acquisition, in the event of a debt funded acquisition Moody's
would expect leverage to improve to under 3x within 12 to 18 months
after closing. The company has a history of successfully
integrating opportunistic acquisitions into the business while
maintaining low leverage.
Herschend benefits from its amusement parks including Dollywood,
Silver Dollar City, and Wild Adventures, in addition to water
parks, aquariums, adventure tours, dinner shows, lodging, and the
Harlem Globetrotters. Herschend's attractions are also largely
located in warmer climates or indoors which slightly reduces
seasonality and offers a longer operating season. The ownership of
significant amounts of land provide Herschend the opportunity for
future expansion or sources of liquidity if needed.
Herschend has concentrated exposure to Tennessee, Missouri, and
Georgia, which elevates risks to performance, although the Harlem
Globetrotters, Pink Jeep, and the aquarium businesses offer a
degree of diversification. Herschend competes for discretionary
consumer spending from an increasingly wide variety of other
leisure and entertainment activities as well as cyclical
discretionary consumer spending. The parks are seasonal and
sensitive to weather conditions, terrorism, public health issues as
well as other disruptions outside of the company's control.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A ratings upgrade could occur if leverage was sustained under 1.5x
with good operating performance and a very good liquidity profile,
including free cash flow as a percentage of debt in the high teens
range or higher. Confidence that the financial policy going forward
would be consistent with a higher rating would also be required.
A ratings downgrade could occur if leverage was maintained above
3x, liquidity deteriorates or performance declines on a sustained
basis. A sizable decrease in cash or sustained negative free cash
flow could also lead to negative ratings pressure.
Herschend Entertainment Company, LLC (the lead borrower), and
co-borrowers Herschend Adventure Holdings, LLC, and Harlem
Globetrotters International, Inc. operate a portfolio of consumer
entertainment attraction including four amusement parks, four
waterparks, three aquariums, adventure tours (including Pink Jeep),
dinner shows, lodging, and the Harlem Globetrotters. Herschend is a
privately owned company by members of the Herschend family.
Herschend's revenue was approximately $898 million as of LTM Q2
2024.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
HEYWOOD HEALTHCARE: No Patient Care Complaints, 5th PCO Report Says
-------------------------------------------------------------------
Joseph Tomaino, the duly appointed patient care ombudsman, filed
with the U.S. Bankruptcy Court for the District of Massachusetts
his fifth report regarding the quality of patient care provided by
Heywood Healthcare, Inc.
The PCO and the organization's Senior Director, Quality and Risk,
Corporate Compliance Officer conducted weekly virtual meetings
where incidents or patient complaints, staffing or supply issues
which may have been impacted by the bankruptcy were discussed. Any
planned or unplanned service interruptions are also covered.
The PCO interviewed select staff from a variety of disciplines and
did not report any staffing issues other than the usual coverage of
vacancies during the recruitment period. Likewise, staff report
that supply issues have been minimal and resolvable with no impact
on patient care.
Mr. Tomaino received no new complaints during this reporting
period. The PCO and his staff will continue to make monthly on site
observations throughout Heywood Healthcare's facilities and will
interview staff and patients.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=DuAHnA from PacerMonitor.com.
The ombudsman may be reached at:
Joseph J. Tomaino
Chief Executive Officer
Grassi Healthcare Advisors, LLC
750 Third Avenue
New York, NY 10017
Phone: (212) 223-5020
Email: jtomaino@grassihealthcareadvisors.com
About Heywood Healthcare
Heywood Healthcare, Inc. is a non-profit community-owned hospital
in Gardner, Mass.
Heywood Healthcare and its affiliates filed Chapter 11 petitions
(Bankr. D. Mass. Lead Case No. 23-40817) on Oct. 1, 2023. In the
petition signed by its chief executive officer, Thomas Sullivan,
Heywood Healthcare disclosed up to $500,000 in assets and up to
$50,000 in liabilities.
Judge Elizabeth D. Katz oversees the cases.
John M. Flick, Esq., at Flick Law Group, PC represents the Debtors
as legal counsel.
The U.S. Trustee for Region 1 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Dentons Bingham Greenebaum, LLP and Dentons US,
LLP as its legal counsel.
Joseph J. Tomaino is the patient care ombudsman appointed in the
Debtors' cases.
HEYWOOD HEALTHCARE: Updates Restructuring Plan Disclosures
----------------------------------------------------------
Heywood Healthcare, Inc., and its affiliates submitted a Third
Amended Disclosure Statement relating to Second Amended Plan of
Reorganization dated August 23, 2024.
The Debtors believe that their decision to pursue through the Plan
the transactions contemplated therein, including those described in
the Secured Debt Restructuring Term Sheet, the Committee
Settlement, and the Liquidating Trust Agreement, represents an
appropriate exercise of their business judgment under section 363
of the Bankruptcy Code and Rule 9019 of the Federal Rules of
Bankruptcy Procedure.
The Debtors further believe that the transactions contemplated in
the Plan, as applicable, satisfy the specific factors that a
bankruptcy court considers when approving a compromise of a claim
pursuant to Rule 9019, as set forth by the United States Court of
Appeals for the First Circuit in Jeffrey v. Desmond, 70 F.3d 183,
185 (1st Cir. 1995) ("The specific factors which a bankruptcy court
considers when making this determination include: (i) the
probability of success in the litigation being compromised; (ii)
the difficulties, if any, to be encountered in the matter of
collection; (iii) the complexity of the litigation involved, and
the expense, inconvenience and delay attending it; and, (iv) the
paramount interest of the creditors and a proper deference to their
reasonable views in the premise.").
During these Chapter 11 Cases, the Debtors have made substantial
organizational improvements, resulting in improved revenue (up 6%
since the Petition Date) and reduced expenses (down 2% since the
Petition Date). Heywood Hospital and Athol Hospital also both
received a 4-Star CMS Rating (only 8.2% of hospitals in the country
have a higher rating), successfully retained their medical staff
increased patient volumes, increased patient satisfaction, improved
employee engagement, secured improved payor rates, and procured
additional support and financial assistance from the Commonwealth
of Massachusetts in the form of increased assessments.
Since the Petition Date, the Debtors have updated the HVAC systems,
purchased new equipment, and are in the process of updating the
lighting systems, for the current operating rooms at Heywood
Hospital, thereby enhancing the existing operating rooms at Heywood
Hospital and allowing the Debtors to fully utilize the existing
operating rooms at Heywood Hospital, without a current need for the
Surgical Pavilion. In addition, the Debtors are evaluating a
reconfiguration of the current clinical space at Heywood Hospital
in a manner that allows for expansion of the current surgical
department footprint; thus, accommodating further growth in
surgical volumes at Heywood Hospital.
Class 1 consists of any Other Secured Claims against any Debtor.
Upon information and belief from the Debtors' diligence to date,
Class 1 is an empty class. On the Effective Date, except to the
extent that a Holder of an Allowed Other Secured Claim agrees to a
less favorable treatment, in full and final satisfaction,
compromise, settlement, release, and discharge of and in exchange
for each Other Secured Claim, each holder of an Allowed Other
Secured Claim shall receive, at the option of the applicable
Debtor:
* payment in full in Cash of its Allowed Other Secured Claim;
* the collateral securing its Allowed Other Secured Claim;
* Reinstatement of its Allowed Other Secured Claim; or
* such other treatment rendering its Allowed Other Secured
Claim Unimpaired in accordance with section 1124 of the Bankruptcy
Code.
Class 2 consists of any Other Priority Claims against any Debtor.
Upon information and belief from the Debtors' diligence to date,
Class 2 is an empty class. On the Effective Date, except to the
extent that a Holder of an Allowed Other Priority Claim agrees to a
less favorable treatment, in full and final satisfaction,
compromise, settlement, release, and discharge of and in exchange
for each Other Priority Claim, each holder of an Allowed Other
Priority Claim shall receive Cash in an amount equal to such
Allowed Other Priority Claim.
The GUC Cash Amount shall be Cash in the amount of $4,750,000, of
which $4,000,000 shall be disbursed from the Debtors to the
Liquidating Trustee on the Effective Date and the remaining
$750,000 balance shall be disbursed from the Reorganized Debtors to
the Liquidating Trustee on October 1, 2025.
The Liquidating Trustee is entitled to receive the Liquidating
Trust Pavilion Claim Direct Cash Proceeds, which is 50% of the net
Pavilion Claim Direct Cash Proceeds (if any), up to the then
outstanding balance of the GUC Note for distributions to repay the
last dollars out of such GUC Note. Pavilion Claim Direct Cash
Proceeds are any Cash payments made to, or collected by, the
Estates or the Reorganized Debtors by or from the obligor of a
Pavilion Claim or an Affiliate of such obligor on account of such
Pavilion Claim.
A full-text copy of the Third Amended Disclosure Statement dated
August 23, 2024 is available at https://urlcurt.com/u?l=TGUHgl from
PacerMonitor.com at no charge.
Counsel to the Debtors:
John M. Flick, Esq.
Flick Law Group, P.C.
144 Central St #201
Gardner, MA 01440
Phone: (978) 632-7948
Email: jflick@flicklawgroup.com
Tamar N. Dolcourt, Esq.
Jake W. Gordon, Esq.
FOLEY & LARDNER LLP
500 Woodward Avenue, Suite 2700
Detroit, MI 48226
Tel: (313) 234-7100
Fax: (313) 234-2800
Email: tdolcourt@foley.com
jake.gordon@foley.com
Edward J. Green, Esq.
FOLEY & LARDNER LLP
321 N. Clark Street, Suite 3000
Chicago, IL 60654
Tel: (312) 832-4500
Fax: (312) 832-4700
Email: egreen@foley.com
Alissa M. Nann, Esq.
FOLEY & LARDNER LLP
90 Park Avenue
New York, NY 10016
Tel: (212) 682-7474
Fax: (212) 687-2329
Email: anann@foley.com
About Heywood Healthcare
Heywood Healthcare, Inc., is a non-profit community-owned hospital
in Gardner, Mass.
Heywood Healthcare and its affiliates filed Chapter 11 petitions
(Bankr. D. Mass. Lead Case No. 23-40817) on Oct. 1, 2023. In the
petition signed by its chief executive officer, Thomas Sullivan,
Heywood Healthcare disclosed up to $500,000 in assets and up to
$50,000 in liabilities.
Judge Elizabeth D. Katz oversees the cases.
John M. Flick, Esq., at Flick Law Group, PC represents the Debtors
as counsel.
The U.S. Trustee for Region 1 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Dentons Bingham Greenebaum, LLP and Dentons US,
LLP, as its legal counsel.
HOWARD MIDSTREAM: Moody's Ups CFR to Ba3 & Alters Outlook to Stable
-------------------------------------------------------------------
Moody's Ratings upgraded Howard Midstream Energy Partners, LLC's
(Howard Midstream or HMEP) Corporate Family Rating to Ba3 from B1,
Probability of Default Rating to Ba3-PD from B1-PD, senior
unsecured notes ratings to B1 from B2, and changed the outlook to
stable from positive.
"Howard Midstream's upgrade and stable outlook reflects its growing
scale and earnings resulting in deleveraging, with leverage metrics
likely remaining solid through 2025," said Amol Joshi, Moody's
Ratings Vice President and Senior Credit Officer.
RATINGS RATIONALE
The upgrade to Ba3 CFR reflects Howard Midstream's growing earnings
supported by organic capital investment and increased scale, with
EBITDA expected to comfortably exceed $350 million in 2025
proportionately consolidated for its joint ventures. The company
should generate meaningful free cash flow after sufficiently
funding its debt service obligations and capital expenditures while
maintaining solid leverage metrics in line with prudent governance
and financial policy.
Howard Midstream's Ba3 CFR reflects its diversified asset base
supported by contracted revenue, with a mix of natural gas
gathering and processing, liquids transportation and processing,
and terminalling, storage and rail assets. These assets connect
supply sources to attractive demand markets with a diverse customer
base including producers, refiners and power generators. The
company faces modest commodity price and volume risk affecting
earnings, even as HMEP benefits from significant fee-based revenue
with a supportive counterparty risk profile and contracts
underpinned by minimum contracted payments and acreage dedications
providing cash flow and volume visibility.
Governance is a key ratings consideration, including the company's
financial strategy and risk management. Howard Midstream's debt
balances have increased to fund growth capital spending and
increase its ownership of Catalyst Midstream Partners, LLC
(Catalyst, unrated), but acquisitions and project completions
including the Port Arthur Terminal expansion should benefit scale
and earnings, likely leading to improving leverage metrics through
2025. The company's credit profile is tempered by its growing yet
moderate scale and the inherent risks associated with discretionary
yet potentially sizeable excess cash distributions to its private
owner, although no equity distributions occurred while funding its
significant capital spending in 2023. The company has primary
operations in several regions, and also has interests in certain
joint ventures, including Catalyst and a 50% operating interest in
the cross-border Nueva Era pipeline that transports natural gas
from the US to customers in Mexico.
Howard Midstream should maintain good liquidity through 2025. At
June 30, HMEP had $25.5 million in cash and $135.5 million of
revolver borrowings. Howard Midstream's $1 billion revolving credit
facility matures in December 2028. Moody's expect the company to
generate meaningful free cash flow through 2025 supporting
liquidity prior to any potential equity distributions. The
revolving credit facility has financial covenants including maximum
Total Leverage Ratio of 5x, maximum Senior Secured Leverage Ratio
of 3.75x and minimum Interest Coverage Ratio of 2.5x. While these
covenants will limit the company's ability to borrow a significant
proportion of the credit facility, Moody's expect HMEP to be in
compliance with these covenants through 2025.
The senior unsecured notes are rated B1, one notch below the
company's Ba3 CFR, reflecting the priority claim of its secured
revolving credit facility. The revolver's subsidiary guarantors
also guarantee the notes on a senior unsecured basis.
The stable outlook reflects the company's free cash flow generating
ability and Moody's expectation of solid leverage metrics through
2025.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Howard Midstream's ratings could be upgraded if the company has
significant growth in scale and cash flow, its overall counterparty
risk profile is supportive, Moody's adjusted leverage
proportionately consolidated for its joint ventures falls below
3.5x, distribution coverage is sufficient, and liquidity is at
least adequate. Howard Midstream's ratings could be downgraded if
Moody's adjusted leverage approaches 5x, its counterparty risk
profile deteriorates, or liquidity weakens considerably.
Howard Midstream Energy Partners, LLC, headquartered in San
Antonio, Texas, is a privately owned midstream energy company with
primary operations in Texas, Mexico, the Appalachian Basin and the
Gulf Coast. Certain investment funds managed by affiliates of
Alberta Investment Management Corporation own approximately 91% of
the company's common capital units.
The principal methodology used in these ratings was Midstream
Energy published in February 2022.
ILUMIVU INC: Commences Subchapter V Bankruptcy Proceeding
---------------------------------------------------------
Ilumivu Inc. filed Chapter 11 protection in the Western District of
North Carolina. 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.
About Ilumivu Inc.
Ilumivu Inc. is a digital therapeutics company founded in 2009 to
help those struggling with mental and behavioral health issues. The
ivu platform combined with mEMA is a robust, patient-centered,
software platform designed to capture rich, multimodal behavioral
data streams through user engagement.
Ilumivu Inc. sought relief under Subchapter V of Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D.N.C. ase No. 24-10169) on Sep. 16,
2024. In the petition filed by Lauren Flickinger, as CEO, the
Debtor reports estimated assets and liabilities between $1 million
and $10 million each.
The Honorable Bankruptcy Judge George R. Hodges handles the case.
The Debtor is represented by:
Richard S. Wright, Esq.
MOON WRIGHT & HOUSTON, PLLC
212 N. McDowell Street, Suite 200
Charlotte, NC 28204
Tel: 704-944-6560
Fax: 704-944-0380
E-mail: rwright@mwhattorneys.com
INJAWE INC: Seeks Chapter 11 Bankruptcy Protection
--------------------------------------------------
Injawe Inc. filed Chapter 11 protection in the Eastern District of
New York. According to court filing, 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.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Oct. 21, 2024 at 2:00 p.m. in Room Telephonically on telephone
conference line: 1 (877) 953-2748. participant access code:
3415538#.
About Injawe Inc.
Injawe Inc. is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)).
Injawe Inc. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 24-43820) on Sept. 16, 2024. In the
petition filed by Dina John, as president, the Debtor estimated
assets between $1 million and $10 million and estimated liabilities
between $500,000 and $1 million.
The Honorable Bankruptcy Judge Elizabeth S. Stong handles the
case.
The Debtor is represented by:
Narissa A. Joseph, Esq.
LAW OFICE OF NARISSA A. JOSEPH
305 Broadway, Suite 1001
New York, NY 10007
Tel: 212-233-3060
Fax: 646-607-3335
E-mail: njosephlaw@aol.com
INTELLIGENT PACKAGING: Moody's Raises CFR to B2, Outlook Stable
---------------------------------------------------------------
Moody's Ratings upgraded Intelligent Packaging HoldCo Issuer LP's
("IP HoldCo") corporate family rating to B2 from B3, probability of
default rating to B2-PD from B3-PD and senior unsecured rating to
Caa1 from Caa2. Moody's also upgraded the Intelligent Packaging
Limited Finco Inc.'s ("IPL Finco") backed senior secured notes to
B2 from B3. Additionally, Moody's assigned a B2 rating to IPL
Finco's proposed add-on backed senior secured notes. The existing
Caa1 rating on Intelligent Packaging HoldCo Issuer LP's ("IP
HoldCo") senior unsecured PIK Toggle Notes will be withdrawn once
repaid. The outlook at IPL Finco and IP Holdco is stable.
The company plans to issue about $125 million of fungible add-on
notes to its existing $685 million senior secured notes due 2028.
The proceeds will be used to refinance the company's $125 million
senior unsecured PIK toggle notes. The transaction is financial
leverage neutral, but improves the company's debt maturity profile
and reduces interest costs.
The upgrade reflects the reduction in financial leverage as a
result of increase in EBITDA margins and Moody's expectation that
Debt/EBITDA will remain below 6x over the next 12 to 18 months.
RATINGS RATIONALE
IP Holdco's rating is constrained by: (1) Moody's expectation that
adjusted debt/EBITDA will remain below 6x in FY2025; (2) its
aggressive financial policy and debt financed acquisition strategy;
(3) the fragmented and competitive nature of the plastics packaging
industry with low organic growth and exposure to volatile resin
prices; and (4) environmental risks related to the use of plastics
in the manufacturing process.
The company's rating benefits from: (1) a diversified business
model and geographical footprint; (2) high exposure to relatively
stable end markets including the food packaging, environmental
solutions and agricultural sectors; (3) diverse long-term customer
relationships which include a number of large retailers and food
manufacturers; (4) strong market positions in North America and the
UK supported by the company's ability to customize its end products
for its customers; and (5) good liquidity.
IP Holdco has good liquidity. The company's sources of liquidity
are approximately $225 million and no uses. The company's liquidity
is supported by about $49 million of cash at June 2024, fully
available $125 million asset-based lending (ABL) revolver expiring
September 2027, and Moody's assumption of $50 million of free cash
flow through 2025. IP Holdco does not have to comply with any
financial covenants unless ABL availability falls below 10% of the
lesser of the borrowing base and the commitment amount, which
mandates compliance with a minimum fixed charge coverage ratio of
1x. Moody's do not expect this covenant to be applicable in 2024.
The company has limited ability to generate liquidity from asset
sales because its assets are encumbered.
IP HoldCo is the holding company and is an indirect parent of
Intelligent Packaging Sub LP ("IPSLP"), an intermediate subsidiary
that issues financial statements and owns the operating entity IPL
Plastics Group (IPL Plastics). IPSLP also owns Intelligent
Packaging Limited Finco Inc. (IPL Finco), the financing entity
which issued the senior secured notes and ABL facility in August
2020. IPL Finco's debt obligations are guaranteed by IPSLP and IPL
Plastics.
IP HoldCo has three classes of debt: (i) a $125 million ABL
revolving credit facility expiring September 2027, which benefits
from a first priority lien on cash, accounts receivable and
inventory and a second priority lien on the secured notes priority
assets; (ii) $685 million ($810 million pro forma for add-on notes
issuance) of senior secured notes (rated B2) due September 2028,
which rank below the ABL revolver because they have second priority
liens on the ABL priority collateral and first priority liens on
substantially all other assets owned by IPSLP; and (iii) the $125
million senior unsecured holdco PIK toggle notes due 2026 (rated
Caa1), which are expected to be repaid following the proposed notes
issuance. The B2 senior secured rating will not change if the PIK
toggle notes are repaid. The revolver and the senior secured notes
are issued by Intelligent Packaging Limited Finco Inc, while the
PIK toggle notes are issued by IP HoldCo.
The B2 rating on the senior secured notes at the IPL Finco level is
in line with the CFR of IP HoldCo to reflect its subordinate
position to the revolving credit facility and the loss absorption
cushion that is provided by the holdco PIK toggle notes. The holdco
PIK toggle notes are rated two notches below the CFR because they
are junior to all other liabilities at the opcos and IPL Finco.
The stable outlook reflects Moody's expectation that IP Holdco's
Debt/EBITDA will decline below 6x in 2024 and 2025 while generating
positive free cash flow and maintaining good liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating could be upgraded if the company sustains adjusted
Debt/EBITDA below 5x, EBITDA/Interest above 3.5x and free cash flow
to debt above 4%.
The rating could be downgraded if the company sustains adjusted
Debt/EBITDA above 6x and EBITDA/Interest below 2.5x, free cash flow
trends to zero, or if liquidity weakens materially.
A Canadian company, with corporate office in Dublin, Ireland, IP
Holdco is a provider of plastic packaging solutions and
manufacturer of specialty rigid packaging products used in the
food, consumer, agricultural, logistics and environmental end
markets.
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers published in
December 2021.
INVENERGY THERMAL: S&P Raises Senior Debt Rating to 'BB'
--------------------------------------------------------
S&P Global Ratings raised its rating on Invenergy Thermal Operating
I LLC's (ITOI) senior debt to 'BB' from 'BB-' on company's term
loan B due in 2029 and $25 million term loan C due in 2029. S&P
does not rate the $150 million revolving credit facility due in
2028. S&P revised the recovery rating to '1' from '2', indicating
its expectation for substantial (90%-100%; rounded estimate: 90%)
recovery in a default scenario.
S&P said, "The stable outlook reflects our view that ITOI will
generate robust cash flow over the next 12-24 months because of
increased capacity revenues from Nelson and NEX (beginning June
2025), partially offset by lower contributions from Grays Harbor
Energy LLC and stable cash flow distributions from St. Clair. We
expect the project will sweep about $45 million toward term loan B
repayment in 2025 and 2026 due to our expectations of higher
capacity revenues from Nelson and NEX. Under our base case, DSCRs
will be over 3x by the end of 2025, following the minimum of about
2.05 in June 2025."
Invenergy owns a 2.22-gigawatt (GW, net capacity) portfolio of four
operating gas-fired electricity power plants, each in different
North American Electric Reliability Corp. regions. The portfolio
comprises:
-- Nelson, a mostly merchant 609 MW CCGT in Illinois--Commonwealth
Edison (COMED) zone, Pennsylvania-New Jersey-Maryland
Interconnection region--has a power purchase contract with WPPI
Energy for 15.6% of project's capacity until June 2037. Nelson is
100% owned by ITOI, and we expect it to account for about 45% of
ITOI's cash flow over the next few years.
-- Grays Harbor, a merchant 650-megawatt (MW) combined-cycle gas
turbine (CCGT) in Washington (Mid-Columbia, NWPP region), has two
heat rate call options totaling 200 MW that run through December
2024. Grays Harbor is 100% owned by ITOI, and we expect it to
account for about 30% of ITOI's cash flow over the next few years.
-- NEX, co-tenant of Nelson, is a mostly merchant 380 MW
dual-fueled simple-cycle gas turbine with 951,780 gallons of fuel
storage on site. NEX has bilateral capacity contracts for 207 MW
until 2026 and sold 248 MW capacity to PJM at the most recent
auction. As a result, most of NEX's capacity is contracted through
May 2026. NEX is 100% owned by ITOI, and we expect it to account
for about 17% of ITOI's cash flow over the next few years.
-- St. Clair Power L.P., a fully contracted 584 MW CCGT in the
Canadian province of Ontario, with a power purchase agreement
(contract for differences) with Independent Electric System
Operator (IESO). St. Clair extended its long-term contract to 2035,
subject to an advanced gas path upgrade in 2025. St. Clair is 100%
owned by ITOI, and we expect it to account for less than 10% of
ITOI's cash flow over the next few years.
-- Robust cash flow sweeps in the last 12 months and relatively
low leverage compared to peers are key drivers of the senior debt
upgrade.
ITOI swept a total of $37.8 million since the refinancing
transaction in August 2023, bringing the term loan B balance to
$284.7 million as of June 2024 from $325 million. This tracks close
to our expectation of about $40 million for the same period (fourth
quarter of 2023 to the second quarter of 2024). Further, the
company plans to sweep $29 million-$36 million in the third and
fourth quarters of 2024, significantly reducing leverage and
refinancing risk in 2029.
S&P said, "Although cash flow sweeps since the refinancing did not
exceed our expectation, we anticipate the tailwinds in the PJM
capacity market should support a continued and stronger cash flow
sweep trend in 2025 and 2026. We estimate about $45 million in cash
flow sweeps in 2025 and 2026, followed by $30 million-$40 million
in 2027 and 2028, leading to only about a $60 million balance at
term loan B maturity in 2029 compared with $115 million estimated
in our previous review. ITOI reaches our minimum DSCR in June 2025
at about 2.05x because of lower cleared capacity prices in the
PJM-COMED region for the previous 12 months. After that period, we
project our DSCRs will reach 3x by the end of 2025 and 4x by the
end of 2026 due to high PJM-COMED capacity prices cleared for
2025-2026.
"ITOI has relatively lower leverage, measured by debt per KW, than
the project portfolios we rate. We believe scheduled cash flow
sweeps for the third and fourth quarters of 2024 as well as robust
expected higher cash flow sweeps in 2025 will create a significant
cushion to absorb potential downturn in power markets ITOI.
"We expect a benefit for Nelson and NEX from the recovery of PJM
capacity prices in the 2025-2026 auction period, performance
tailwinds from increased power demand due to expected capacity
retirements, increasing electrification, and data center
proliferation in PJM.
"We now expect these assets will contribute most of the cash flow
available for debt service (CFADS), or about 60%-65% compared with
our previous assumption of 30%-35%. Additionally, we now expect
Grays Harbor to contribute less than 30% of CFADS compared with our
estimate of nearly 60% last year. We continue to view St. Clair's
distributions to ITOI as stable and predictable due to its
long-term capacity contract and project the asset will account for
less than 10% of CFADS."
The main driver for the shift in asset contribution is the
2025-2026 PJM capacity auction, which cleared at $269.93/MW-day in
most zones including COMED, where Nelson and NEX operate. This
translates to about $70 million of incremental capacity revenue for
2025 and 2026 versus our previous expectation of $30 million.
Nelson cleared 405 MW and NEX 248 MW for the PJM 2025-2026 auction
period. S&P said, "We expect Nelson to generate approximately 1,600
GW-hours for the second half of 2024 and about 3,100 GWh in 2025,
in line with historical ranges. We expect the project's spark
spreads will peak at about $15/MWh in 2025 based on forward power
prices, but decline to about a $12/MWh annual average after 2030
with the entry of renewable generation and the decline of a clean
market heat rate. We also expect capacity factors to drop to about
38% during 2030-2042 from 58% as the asset is called during a
smaller window of hours. Nelson has hedged about 60% of its
capacity for the rest of 2024 at $15.40/MWh and about 25% of its
capacity for 2025 at about $14/MWh, below our average market
forward spark by about $4/MWh."
ITOI completed the Nelson Expansion project, which began operations
in May 2023. NEX is a 380 MW combustion turbine with about 10.8
Btu/MWh heat conversion rate. NEX performed well during its first
year of operations and achieved about a 15% capacity factor. As a
peaking generation plant, we expect NEX to rely mainly on capacity
revenues. S&P projects NEX to account for about 17% of ITOI cash
flow after 2025. NEX could provide an upside in cash flow during
peak demand because it could capture higher sparks than Nelson,
given its dual-fuel operation and 32 hours of storage capacity.
S&P assumes Grays Harbor will continue to pass through the cost of
carbon in its electricity sales, especially amid lower hydro
generation, however cash flow could be volatile absent established
capacity market or bilateral capacity contracts to mitigate this
risk.
Grays Harbor generated about 50% of ITOI's CFADS in 2023 due to
strong power prices and increased generation. Since the
establishment of the Climate Commitment Act in 2021 in Washington
state and the cap-and-trade action for carbon certificated in 2023,
power prices in the PNW region increased to reflect the carbon cost
of emitting plants. Grays Harbor's dirty spark spreads (including
new carbon cost regulation) have increased to $34/MWh in 2022 and
$38/MWh in 2023 from an annual average of about $22/MWh in 2021. On
a clean spark spread basis, the asset realized a spread of about
$20/MWh. The large gap between the clean and dirty spark spread is
due to the high carbon prices, which averaged about $55 per ton in
2023. In the last three cap-and-trade auctions in 2024, prices
cleared $28.52/ton, but power prices have also declined to an
average of about $58/MWh until August 2024 versus $73/MWh in 2023.
S&P said, "We expect Grays Harbor will achieve clean spark spreads
of about $28/MWh in 2024, given the project realized approximately
$22/MWh clean spark spread in the first half, including hedges. The
project has locked in very high spark of $85.44/MWh for 33% of its
capacity in the second half of 2024 and $27/MWh in the third
quarter for 25% of capacity, which we view as positive. These
sparks are above the market spread based on the forward power
curves in the PNW region for the rest of 2024.
"We assume Grays Harbor will generate about 2,111 GWh for the
second half of 2024, and about 3,400 GWh in 2024 and 2025 compared
with 3,600 GWh in 2023. Further, we estimate Grays Harbor's clean
spark spreads will drop to about $19/MWh in 2025 from $28/MWh in
2024 due to lower forward pricing and the lack of hedged capacity
in 2025. Following the restructuring of the energy mix in the
region and the entry of renewable generation, we expect Grays
Harbor's capacity factor to drop to about 40% from 60% and clean
spark spreads to range $21-$22/MWh in 2030-2038.
"We forecast Grays Harbor will contribute about 30% of ITOI cash
flow compared with 60% last year because we do not assume
incremental capacity revenue for this asset in the absence of
established capacity market in the region and bilateral contracts
after 2024. However, the company has entered into sales for a
portion of its capacity at an average price of $3.85/KW-month in
2024 for a total of $4.5 million in revenues, which could provide
an upside in 2025, if repeated. We currently do not consider any
capacity revenues in 2025."
The St. Clair plant is the only encumbered asset in the portfolio
subject to refinancing risk, which is partially mitigated by its
long-term contract with Ontario Power Authority.
S&P said, "We expect St. Clair, in southern Ontario, IESO west
region, will account for less than 10% of ITOI cash flow. St. Clair
had C$148.3 million (about $111 million) project-level debt
outstanding as of June 30, 2024, and distributes cash to ITOI only
after servicing its debt. St. Clair recently extended its long-term
contract for the differences with Ontario Power Authority until
March 2035, contingent on investing in an advanced gas path
upgrade.
"We forecast St. Clair's generation over the next 12 months will be
about 2,000-2,100 GWh due to scheduled nuclear retirements, which
have increased demand. However, we expect St. Clair's generation
will decline steadily to about 1,300 GWh by the end of its asset
life in 2035 given Ontario's commitment to maintain the nuclear
fleet by refurbishing nuclear plants (Bruce, Darlington, and
Pickering) along with the entry of low marginal cost renewable
generation. IESO relies heavily on hydro and nuclear generation
that accounts for 60% of the reliability mix. While St. Clair is a
relatively efficient CCGT (last three years average heat rate of
7,480 Btu/KWh), it sits higher on the dispatch curve given the
region's large composition of nonthermal generation.
"The stable outlook reflects our view that ITOI will generate
robust cash flow over the next 12-24 months because of increased
capacity revenues from Nelson and NEX, partially offset by lower
contributions from Grays Harbor and stable cash flow distributions
from St. Clair. We expect a DSCR of 2.05x in our first forecast
period (June 2025) and our minimum and forecast DSCRs to reach 3x
by the end of 2025. We expect the project will sweep approximately
$45 million toward term loan B repayment in 2025 and 2026 due to
our expectations of incremental capacity revenues from Nelson and
NEX, partially offset by lower contributions from Grays Harbor.
After 2026, we project cash flow sweeps will moderate, leading to
an outstanding term loan B balance (third quarter of 2029) of
approximately $60 million at maturity."
S&P could lower its rating on ITOI's debt if a combination of the
following factors reduces minimum DSCRs to less than 1.8x on a
sustained basis:
-- Weaker than expected cash flow sweeps in the upcoming 12-24
months.
-- Lower than expected realized spark spreads and higher than
expected carbon price for Grays Harbor.
-- Lower than expected capacity prices in PJM (in the uncleared
periods of 2026-2027) and spark spreads, affecting the Nelson and
NEX projects.
-- Lower than expected demand for Grays Harbor and Nelson,
reflected in weaker generation.
-- Releveraging transaction that weakens the creditworthiness of
the portfolio.
The rating is also capped by the credit profile of St. Clair, where
a bankruptcy filing would cause a cross-default and potential
acceleration of the ITOI debt. S&P said, "We assess St. Clair's
credit profile annually. Meaningful deterioration could prompt us
to lower the rating on the holding company even with compensating
improvements in other portfolio assets. Our credit estimate on St.
Clair does not limit the debt rating on ITOI."
It is unlikely S&P upgrades ITOI given inherent market risks of
mostly merchant portfolio with high reliance on two productive
assets such as Nelson and Grays Harbor. S&P could consider raising
our rating on ITOI's senior secured debt if:
-- Cash flow sweeps in the next 12-24 months substantially exceed
our expectations.
-- S&P expects DSCR to exceed 3.5x on sustained basis.
S&P does not expect a potential offsetting releveraging transaction
to materially deteriorate the creditworthiness of ITOI.
IYS VENTURE: Unsecureds to Get 0.4% to 1% in CrossAmerica's Plan
----------------------------------------------------------------
CrossAmerica Partners LP ("CAP"), a creditor and contract
counterparty, and certain parties filed with the U.S. Bankruptcy
Court for the Northern District of Illinois a Disclosure Statement
describing Chapter 11 Plan of Liquidation dated August 23, 2024.
The Debtor is an Illinois limited liability company that operates
gas stations and convenience stores in 10 states including
Illinois, Indiana, Ohio, South Dakota, Louisiana, Michigan,
Mississippi, Minnesota, Wisconsin, and Virginia.
Fuel is supplied to all of the Stations by CAP under the terms of
the Fuel Supply Agreements. Before filing the Chapter 11 Case, the
Debtor operated 50 Stations. The Debtor owned 10 of the Stations
and leased 40 Stations from CAP (the "Leased Stations").
IYS Ventures, LLC was expanded by Muwafak Rizek out of a business
owned by his father-in-law Isam Y. Samara that leased and operated
a limited number of individual gas stations. These early stations
were owned by Circle K and managed by one of the entities owned or
acquired by CrossAmerica Partners, LP ("CAP").
The Proponents believe that the Debtor's creditors are best served
by a plan of liquidation instead of a plan of reorganization and
that an orderly plan of liquidation better serves stakeholders than
a liquidation under chapter 7 of the Bankruptcy Code. The
Proponents believe that the Debtor's Plan is not feasible,
primarily because the Debtor does not currently generate enough
income to meet its current monthly Lease Obligations on time and
because the Debtor's Plan requires a recovery from the CAP
Adversary Proceedings, which involve meritless claims that will
only cost the Estate further resources. Therefore, the Proponents
propose the Plan, which is a plan of liquidation, in competition
with the Debtor's Plan.
Throughout this Chapter 11 Case, the Debtor has struggled to pay
its administrative expenses as they come due, including by bouncing
over $1.1 million in lease payments between December 2023 and
August 2024. Accordingly, the Proponents have little confidence in
the Debtor's ability to fulfill its undertakings set forth in the
Debtor's Plan.
As an alternative to the Debtor's Plan, the Proponents are
proposing the Plan, which liquidates the Debtor's assets as soon as
practicable and provides a more certain recovery to creditors. A
central piece of the Plan is the CAP Settlement.
As part of the CAP Settlement, CAP will (1) purchase the fuel and
inventory at the Leased Stations for an estimated amount of
approximately $1.2 million, (2) pay $100,000 to the Debtor's Estate
solely for the benefit of Class 5 General Unsecured Creditors, (3)
pay $100,000 to the Debtor's Estate solely to fund the Wind-Down
Fund, (4) continue operations at all of the Leased Stations by
hiring the current employees who are employed at such stations, and
(5) fully satisfy the Class 1(b) Claims of Huntington National Bank
by purchasing the collateral securing such Claims from the Holders
of such Class 1(b) Claims. The Plan further provides for the
creation of a Distribution Fund, which the Liquidation Trustee will
use to provide distributions to General Unsecured Creditors as soon
as practicable after the Plan becomes effective.
As the Debtor's own liquidation analysis shows, as of June 30,
2024, the Debtor had $1,086,738 in cash, fuel and convenience store
inventory. The Proponents' Plan calls for the Debtor to return the
remaining 18 Leased Stations to CAP, with CAP to purchase the fuel
and convenience store inventory from the Debtor's Estate as it did
for the 22 Stations that the Debtor previously "pushed back" to CAP
and to pay Huntington Bank to satisfy its security interest in
certain fuel dispensers purchased by the Debtor. Further, the
Proponents' Plan calls for the Liquidating Trustee to liquidate the
Debtor's interest in the fuel and convenience store inventory and
leases at the Freedom Medical Stations, either by selling or
abandoning those assets.
Assuming that the Debtor's June 30, 2024 figures remain accurate,
simply surrendering the Leased Stations to CAP and liquidating the
fuel and convenience store inventory at the Freedom Medical
Stations could result in a payment of nearly $1.8 million to the
Estate for the benefit of creditors without the significant
uncertainty and payout over time. In addition, although a
significant portion of the Debtor's $995,000 Security Deposit held
by CAP is already due to satisfy the Debtor's obligations under the
CAP Agreements and the remainder of the Security Deposit will be
required in connection with the return of the remaining Leased
Stations, the Proponents' Plan includes CAP's proposal to release
its Claims against the Debtor for any deficiency in the Security
Deposit, and pay $200,000 to the Estate, half of which would be
earmarked for Distribution to Class 5 General Unsecured Creditors.
The Debtor's liquidation could also result in the sale of the
Debtor's leasehold interest in the Freedom Medical Stations,
possibly generating additional Cash for the benefit of the Debtor's
creditors. In sum, a plan of liquidation, rather than
reorganization, will maximize the remaining value of the Debtor's
Estate, provide an immediate recovery for creditors, and avoid the
substantial risk of relying on the future performance of a
struggling business. The Proponents will continue to try to build
consensus with the Debtor's other stakeholders after solicitation
and before the Confirmation Hearing.
Class 5 shall consist of all General Unsecured Claims against the
Debtor. Class 5 Claims are Impaired by the Plan and entitled to
vote to accept or reject the Plan. The allowed unsecured claims
total $25,732,014.04. This Class will receive a distribution of
0.4% to 1% of their allowed claims.
Except to the extent that a Holder of a General Unsecured Claim
agrees to a less favorable or different treatment, on, or as soon
as reasonably practicable after, the later of the Effective Date or
the date such General Unsecured Claim becomes an Allowed General
Unsecured Claim, each Holder of an Allowed General Unsecured Claim
shall receive, in full and final satisfaction, settlement, and
release of such General Unsecured Claim, Cash in an amount equal to
its Pro Rata share among all Holders of General Unsecured Claims of
the Distribution Fund, not to exceed the amount of such Allowed
General Unsecured Claim.
Class 6 shall consist of all Interests in Debtor IYS Ventures, LLC.
Because Holders of such Class 6 Interests will not receive any
Distribution or retain any property under the Plan, Holders of
Class 6 Interests are deemed to reject the Plan and, therefore, not
entitled to vote on the Plan. On the Effective Date, Interests in
Debtor IYS Ventures, LLC shall be canceled, released, and expunged
without any Distribution on account of such Interests, and such
Interests will be of no further force or effect.
Inasmuch as substantially all of the Debtor's assets will be
liquidated and the Plan provides for the Distribution of all of the
Cash proceeds of the Debtor's assets to holders of Claims that are
Allowed as of the Effective Date in accordance with the Plan, for
purposes of this test, the Proponents have analyzed the ability of
the Liquidation Trust to meet its obligations under the Plan. Based
on the Proponents' analysis, the Liquidation Trust will have
sufficient assets to accomplish its tasks under the Plan.
Therefore, the Proponents believe that the liquidation pursuant to
the Plan will meet the feasibility requirements of the Bankruptcy
Code.
A full-text copy of the Disclosure Statement dated August 23, 2024
is available at https://urlcurt.com/u?l=H45Nhz from
PacerMonitor.com at no charge.
Counsel to CrossAmerica Partners LP:
FOX ROTHSCHILD LLP
Gordon E. Gouveia, Esq.
Peter C. Buckley, Esq.
Matthew R. Higgins, Esq.
321 North Clark Street, Suite 1600
Chicago, IL 60654
Telephone: (312) 980-3816
Facsimile: (312) 517-9201
E-mail: ggouveia@foxrothschild.com
About IYS Ventures
IYS Ventures LLC leases, owns and operates gas stations located in
Illinois, Minnesota, Michigan, Indiana, Ohio, South Dakota,
Virginia, Wisconsin, and Louisiana.
The Debtor filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-06782) on May 23,
2023. In the petition filed by Muwafak Rizek, as manager and
member, the Debtor reported assets between $1 million and $10
million and liabilities between $10 million and $50 million.
The Honorable Bankruptcy Judge David D. Cleary oversees the case.
Gregory K. Stern, P.C., is the Debtor's legal counsel.
JAKE'S REAL ESTATE: Hits Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Jake's Real Estate LLC filed Chapter 11 protection in the Eastern
District of Wisconsin. According to court filing, the Debtor
reports between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states funds will be available to unsecured
creditors.
About Jake's Real Estate
Jake's Real Estate LLC is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
Jake's Real Estate LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Wis. Case No. 24-24859) on Sept. 16,
2024. In the petition filed by Jacob Replogle, as owner, the Debtor
reports estimated assets and liabilities between $1 million and $10
million each.
The Honorable Bankruptcy Judge Rachel M. Blise handles the case.
The Debtor is represented by:
Daniel J. McGarry, Esq.
KREKELER LAW, S.C.
26 Schroeder Court, Suite 300
Madison, WI 53711
Tel: (608) 258-8555
Fax: (608) 258-8299
E-mail: dmcgarry@ks-lawfirm.com
JDC RENTALS: Sec. 341(a) Meeting of Creditors on Oct. 22
--------------------------------------------------------
JDC Rentals LLC filed Chapter 11 protection in the District of
Arizona. According to court documents, the Debtor reports between
$1 million and $10 million in debt owed to 1 and 49 creditors. The
petition states that funds will be available to unsecured
creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Oct. 22, 2024 at 9:00 a.m. as a Telephonic Hearing.
About JDC Rentals LLC
JDC Rentals LLC is a limited liability company.
JDC Rentals LLC sought relief under Subchapter V of Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-07708) on
September 16, 2024. In the petition filed by Jordan Dale Call, as
sole member, the Debtor reports estimated assets between $100,000
and $500,000 and estimated liabilities between $1 million and $10
million.
The Honorable Bankruptcy Judge Daniel P. Collins oversees the
case.
The Debtor is represented by:
D. Lamar Hawkins, Esq.
GUIDANT LAW, PLC
402 E. Southern Ave
Tempe, AZ 85282
Tel: 602-888-9229
E-mail: lamar@guidant.law
JDC RENTALS: Seeks Court Approval to Use Cash Collateral
--------------------------------------------------------
JDC Rentals, LLC asks the U.S. Bankruptcy Court for the District of
Arizona for authority to use the income generated from their rental
properties as cash collateral for covering business-related
expenses, servicing debts, and maintaining the properties to
preserve their value and operational viability during Chapter 11
bankruptcy proceedings.
The court has jurisdiction under 28 U.S.C. Sections 157 and 1344,
with venue properly established in the District of Arizona. The
Debtor's face severe financial distress largely due to the
operations of Call's Community Pharmacy managed by Jordan Dale
Call, manager of JDC Rentals. After switching to a new supplier,
AmerisourceBergen, CCP encountered inflated drug prices and unfair
insurance practices, resulting in a drastic drop in margins. These
factors led to the pharmacy's closure, with Call personally
guaranteeing approximately $80,000 in debt tied to CCP, compelling
both debtors to seek bankruptcy relief.
JDC owns a rental property at 985 S. Main Street, generating
monthly rental income of $2,300, while Call has a multiplex
building at 79 W. Brimhall Lane, producing a net income of
$4,252.60 per month after expenses. Both properties are collateral
for loans from First Citizens Bank and Newtek, with First Citizens
holding a secured interest in JDC's cash collateral. The motion
includes budgets proposing adequate protection payments to these
creditors.
JDC proposed adequate protection payments to First Citizens Bank
and Newtek in line with their secured interests. These payments are
intended to ensure that the lenders' interests are safeguarded
during the bankruptcy process, thus enabling the Debtors to utilize
cash collateral effectively to support their operations.
About JDC Rentals, LLC
JDC Rentals, LLC is a real estate holding company based in Arizona,
owned and managed by Jordan Dale Call. The company primarily
operates rental properties, including a commercial building and a
multiplex residential unit. Previously, Call also ran a community
pharmacy, Call's Community Pharmacy.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz., Case No. 2:24-bk-07708-DPC) with
$100,000 to $500,000 in assets and $1 million to $10 million. The
petition was signed by Jordan Dale Call as sole member.
Judge Hon. Daniel P. Collins presides the case.
D. Lamar Hawkins, Esq. at Guidant Law, PLC as the Debtor's legal
counsel.
JEFFERIES FINANCE: S&P Affirms 'BB-' ICR, Outlook Stable
--------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issuer credit rating on
Jefferies Finance LLC. The outlook remains stable.
S&P said, "At the same time, we assigned our 'BB-' issue-level
rating to the company's new $500 million revolving credit facility
and $950 million senior secured term loan B, and we lowered the
issue rating on its senior unsecured notes due 2028 to 'B+' from
'BB-'."
Rationale
For the preliminary numbers as of Aug. 31, 2024, JFIN's leverage
(as measured by debt to adjusted total equity) was 2.6x. Pro forma,
we expect leverage to rise to roughly 2.8x.
While JFIN has loan exposure to Forma Branda LLC, S&P thinks the
loss that JFIN has already taken on the loan and the steps that
Forma has taken to improve its performance have reduced the odds of
a significant additional loss on the loan.
The recovery of the syndicated leveraged loan market has led to
increased transactional activity for JFIN. As a result, for the
preliminary numbers nine months ended August 31, 2024, JFIN's fee
income increased by 56.8% to $176.9 million from the same period
the prior year.
The company plans to use the net proceeds to repay $250 million of
its subordinated loan due 2029 and any outstanding amount on the
$1.65 billion senior secured revolver that will be terminated. The
company's unrestricted cash is expected to rise to $1.19 billion,
and S&P anticipates that the company will use this excess liquidity
to front its new loans.
As a result of this transaction, S&P expects the company to bolster
its funding and liquidity--but that would come at the expense of
slightly higher leverage.
While the revolver is undrawn, it would have a priority claim in an
event of default. S&P said, "We base our rating on JFIN's senior
secured term loan on our view that the company is likely to operate
with priority debt of less than 15% of what we calculate for
adjusted assets, while it maintains pledged assets above its term
loan. If the company were to operate with priority debt greater
than 15% and assets to the term loan below 1x, we could lower our
term loan rating to 'B+'."
The term loan has a mandatory prepayment clause of 50% excess cash
flow sweep if the collateral coverage ratio is less than 1x and the
excess cash flow exceeds $20 million. The priority revolver has a
collateral coverage test, and the term loan has no financial
covenants.
S&P said, "As a result of the updated capital structure, we now
expect priority debt (revolver plus the term loan) to remain above
30% and unencumbered assets to unsecured debt to be 1.0x-1.2x.
Therefore, we lowered the issue rating on the existing unsecured
notes by one notch, to 'B+'.
"If the company's priority debt remains above 30% of adjusted
assets and if unencumbered assets to unsecured debt falls below
1.0x, we would lower the unsecured debt rating by another notch, to
'B'."
JOSE FUENTES CONSTRUCTION: Starts Subchapter V Bankruptcy
---------------------------------------------------------
Jose Fuentes Construction Inc. 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
October 15, 2024 at 11:30 a.m. via UST Teleconference, Call in
number/URL: 1-877-991-8832 Passcode: 4101242.
About Jose Fuentes Construction
Jose Fuentes Construction Inc. sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No.
24-51400) on Sept. 13, 2024. In the petition filed by Jose
Fuentes, as CFO/CEO, the Debtor estimated assets and liabilities
between $1 million and $10 million.
The Honorable Bankruptcy Judge Stephen L. Johnson handles the
case.
The Debtor is represented by:
Stanley A. Zlotoff, Esq.
STANLEY A. ZLOTOFF
300 South First Street
Suite 215
San Jose, CA 95113
Tel: (408) 287-5087
Fax: (408) 287-7645
E-mail: zlotofflaw@gmail.com
KEHE DISTRIBUTORS: Moody's Cuts CFR to 'B2', Outlook Stable
-----------------------------------------------------------
Moody's Ratings downgraded KeHE Distributors, LLC's corporate
family rating to B2 from B1 and its probability of default rating
to B2-PD from B1-PD. At the same time, Moody's affirmed the B3
rating on KeHE's existing senior secured notes due 2029. The rating
outlook was changed to stable from negative.
The downgrade of KeHE's CFR reflects the company's weak credit
metrics with high leverage and weak interest coverage as a result
of modestly lower than expected EBITDA and higher than forecasted
debt levels. Moody's adjusted debt to EBITDA was 7.7x and EBITA to
interest at 1.0x for the LTM Ended July 27, 2024. Moody's includes
ESOP and LITP expenses in EBITDA. The B2 CFR reflects that Moody's
expect KeHE's credit metrics to improve largely through EBITDA
growth, which should result in debt to EBITDA improving to about
6.6x and EBITA to interest at 1.3x over the next 12 months. The
downgrade also recognizes Moody's expectation that KeHE will
generate negative free cash flow that will be supported by higher
borrowings under the company's asset based revolving credit
facility (ABL) but will maintain overall adequate liquidity.
Kehe is seeking to upsize its senior secured notes by $200 million
and the net proceeds will be used to pay down $196 million of the
company's ABL and for fees and expenses. The proposed add on notes
will rank equally in right of payment with KeHE's existing 9%
senior secured notes due February 2029 and will have identical
terms and maturity dates. The B3 rating on the company senior
secured notes reflects its junior position in KeHE's capital
structure to its $1.15 billion ABL which has a priority claim on
accounts receivable and inventory.
RATINGS RATIONALE
KeHE's B2 CFR reflects its small scale as compared to other larger
and better capitalized companies in the food distribution market.
This makes the company vulnerable to larger broadline food
distributors expanding into KeHE's niche natural and organic focus.
The rating also reflects the company's customer concentration with
its top 3 customers accounting for over 50% of total revenue,
including its largest customer that accounts for about 30% of
sales. The company generates thin margins given its fixed cost
structure and has limited pricing power in a highly competitive
market. The B2 reflects Moody's expectation that credit metrics
will improve over time largely through EBITDA growth. Over the next
12 months Moody's expect KeHE's organic sales and earnings to grow
in the low-mid single digit range driven by good demand for
specialty food products as consumers continue to increasingly eat
healthy food and new product introductions. KeHE's earnings will
benefit from continued cost reduction initiatives, as well as
operating leverage and improved productivity gains from continued
optimization of its distribution centers. Moody's expect debt to
EBITDA to improve to about 6.6x and for EBITA to interest to reach
1.3x over the next 12 months.
The ratings are supported by KeHE's focus on the natural and
organic specialty food industry, which is the highest growth
category in overall grocery sales. Positive factors also include
the company's good geographic diversification.
KeHE's liquidity is adequate and largely supported by its $1.15
billion ABL expiring December 2027. Availability on KeHE's ABL
would be meaningfully reduced should KeHE execute on the repurchase
of the remaining 4.75% equity owned by TowerBrook Capital Partners,
the earliest of which could happen in the first quarter of fiscal
2026. KeHE maintains little balance sheet cash and Moody's expect
the company to generate negative free cash flow over the next 12
months.
The stable outlook reflects Moody's expectation that KeHE will
improve profitability and reduce leverage through EBITDA growth
while maintaining adequate liquidity and balanced financial
policies including but not limited to acquisitions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if KeHE demonstrates sustained growth in
sales, EBITDA and credit metrics with consistently positive free
cash flow while maintaining good liquidity. Quantitatively, ratings
could be upgraded if debt/EBITDA is sustained below 5.0x and
EBITA/interest expense is sustained above 1.75x.
Ratings could be downgraded if KeHE's fails to demonstrate steady
progress towards improved operating performance that leads to
stronger credit metrics and sustained positive free cash flow.
Ratings could also be downgraded should liquidity weaken or should
financial policies become more aggressive. Quantitatively ratings
could be downgraded if debt/EBITDA is sustained above 6.25x or
EBITA/interest is sustained below 1.25x.
The principal methodology used in these ratings was Distribution
and Supply Chain Services published in February 2023.
KeHE Distributors, LLC is a majority employee owned specialty and
natural and organic (N&O) and fresh food distributor in the US and
Canada. KeHE's US distribution customers include chain grocery,
chain natural, independent grocery and independent natural
retailers. In Canada, KeHE services grocery supermarket chain
retailers, independent grocery retailers, club stores and
foodservice retailers. The company generates about $8.5 billion in
revenue.
KING DRIVE: Property Sale Proceeds to Fund Plan Payments
--------------------------------------------------------
King Drive Corp. filed with the U.S. Bankruptcy Court for the
Middle District of Pennsylvania a Disclosure Statement in support
of Chapter 11 Plan dated August 23, 2024.
The Debtor was formed in 1985, for the purposes of owning a resort,
including a golf course, and to do residential real estate
development. Upon formation, the Debtor's owners are Richard and
Alice Angino, each of whom own 50% of the shares in the Debtor.
Ultimately, the resort and golf course, known as Felicita, suffered
financial losses and closed. There was a delay in completing most
of the residential lot sales because of DEP issues and issues with
the local municipality. The subdivision is moving forward and the
items needed for DEP are being finalized. The Debtor has been able
to sell some residential lots, both before and after the Chapter 11
filing.
The only cash flow of the Debtor at this point is from the sale of
lots and payment by residents of maintenance fees who own lots
previously in a portion of the Debtor's Real Property. When these
funds received by the Debtor proved to be insufficient to pay all
the debts of the Debtor, including real estate taxes, it became
necessary for the Debtor to file Chapter 11 to prevent a tax sale
of certain portions of its real estate.
Because of the lack of cash flow, the Debtor could not service all
of its obligations, including particularly real estate taxes. As a
result, the Debtor filed its Chapter 11 proceeding. When the case
was filed, the Debtor was proceeding to obtain additional
subdivisions and additional sales of real property.
The Debtor continued its efforts to sell its Assets, including
particularly the Real Property. The Debtor filed an Application to
Employ Howard Hanna Real Estate as the real estate broker for the
Debtor. The sale efforts continue through the use of this real
estate broker.
As part of the process as to the sales, the Debtor negotiated with
Truist Bank as to the disposition of the net proceeds. It has been
agreed that Truist Bank would receive 50% of the net proceeds and
the Debtor would receive the other 50%. The 50% payable to the
Debtor would be used for administrative Claims and for the
operations of the Debtor, and thereafter, to be used to pay
creditors under the Plan. The sale proceeds from the Evanoff parcel
is $57,108.99.
Class 5 consists of General Unsecured Creditors. Unsecured
creditors will receive a pro rata distribution of any funds which
remain after payment of Classes 1, 2, 3 and 4 from the proceeds of
the sale of lots of Real Property. To the extent that a sale of the
Vehicles occur, the Class 5 general unsecured creditors will
receive a pro rata distribution from the net proceeds of the sale
of any Vehicles.
Class 6 consists of Equity Interest Holders. The equity is held by
2 shareholders, Richard C. Angino and Alice K. Angino. Each of the
shareholders own a 50% interest in the Debtor. Richard and Alice
Angino are married. The Equity Holders will retain their equity in
the Debtor until Final Distribution. When Final Distribution
occurs, assuming all creditors of the Debtor have not been paid in
full, all equity will be deemed canceled.
If all creditors of the Debtor are paid in full, and there are
still funds or Assets left in the Debtor, the equity of the Debtor
may, at the option of the Debtor, be retained by the existing
shareholders.
The Debtor has sold some lots of Real Property. The Debtor will
continue to sell lots of Real Property and distribute the net
proceeds in accordance with the Plan.
In addition, once the Debtor winds up its operations, it may sell
the Vehicles. Vehicle proceeds will be utilized to pay
administrative Claims and unsecured creditors. Because this is a
Plan of Liquidation, Projections are not provided as such are not
necessary.
A full-text copy of the Disclosure Statement dated August 23, 2024
is available at https://urlcurt.com/u?l=cwzWtj from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Robert E. Chernicoff, Esq.
CUNNINGHAM, CHERNICOFF & WARSHAWSKY, P.C.
P.O. Box 60457
Harrisburg, PA 17106-0457
Tel: (717) 238-6570
Fax: (717) 238-4809
About King Drive Corp.
King Drive Corp. in Harrisburg, PA, filed its voluntary petition
for Chapter 11 protection (Bankr. M.D. Pa. Case No. 23-02044) on
Sept. 8, 2023, listing $1 million to $10 million in assets and
$500,000 to $1 million in liabilities. Richard A. Angino,
president, signed the petition.
Judge Henry W. Van Eck oversees the case.
Cunningham, Chernicoff & Warshawsky PC serves as the Debtor's legal
counsel.
L AND L CARE: PCO Reports No Change in Patient Care Quality
-----------------------------------------------------------
Tamar Terzian, the duly appointed patient care ombudsman, filed
with the U.S. Bankruptcy Court for the Northern District of
California her second report regarding the quality of patient care
provided by L and L Home Care, LLC.
During this interim period, L and L had a visit from the Department
of Social Services Community Care Licensing for a facility
evaluation. DSS submitted an evaluation report that the PCO
reviewed. There were no deficiencies cited during the visit.
The PCO toured the residence which consisted of a living area
combined dining area, four bedrooms, two baths and a large kitchen.
The kitchen has a cabinet and one refrigerator. There is access to
the yard through the third bedroom. All documentation for each
patients is properly organized in separate binders with a history
of each patient's programs, resources, reports and medication
requirements.
The PCO observed that staff was knowledgeable regarding each
patient needs and conditions. Staff goes grocery shopping weekly
for the perishable items and provides breakfast, lunch and dinner
to all the patients. Staff also administers the medication at the
direction of the patients' physicians. Staff is current on training
and completed the hours of training required by the State.
Ms. Terzian noted that there are no changes to report for this
period. L and L continues to provide the patients the required
standard of care. The facility is clean and was properly maintained
for the residents.
The PCO finds that all care provided to the patients by Provider is
well within the standard of care.
A copy of the PCO report is available for free at
https://urlcurt.com/u?l=MGSgwa from PacerMonitor.com.
The ombudsman may be reached at:
Tamar Terzian, Esq.
Hanson Bridgett, LLP
777 Figueroa Street
Suite 4200
Los Angeles, CA 90017
Tel: (323) 210-7747
Email: tterzian@hansonbridgett.com
About L and L Care Home
L and L Care Home, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-40340) on March
11, 2024. In the petition signed by Melissa Lipardo, chief
executive officer, the Debtor disclosed up to $100,000 in assets
and up to $500,000 in liabilities.
Judge Charles Novack oversees the case.
Anthony O. Egbase, Esq., at A.O.E. Law & Associates, APC,
represents the Debtor as legal counsel.
LABL INC: Moody's Rates New Sec. First Lien Notes Due 2031 'B3'
---------------------------------------------------------------
Moody's Ratings assigned a B3 rating to LABL, Inc.'s (doing
business as Multi-Color Corporation) new backed senior secured
first lien notes due 2031. Moody's also assigned B3 rating to
LABL's senior secured cash flow revolving credit facility with
extended maturity in 2029. The company's Caa1 corporate family
rating and all other ratings remain unchanged. The outlook is
negative.
Proceeds of the new senior secured notes will be mostly used to
fund two tuck-in acquisitions ($230 million) and to refinance the
$700 million senior secured notes due July 2026.
Concurrent with the new notes, LABL is extending the maturities of
its existing cash flow revolver and ABL revolver to October 2029
from October 2026.
"Extension of debt maturity is credit positive because it addresses
the imminent refinancing risk for the existing notes maturing in
2026," says Motoki Yanase, VP-Senior Credit Officer at Moody's
Ratings.
"However, the additional debt to finance tuck-in acquisitions will
increase LABL's gross leverage by about half a turn before the
profit contribution from the two acquisitions. Leverage for the
last 12 months ended June 30, 2024 was very high, at 11.5x
debt/EBITDA including Moody's standard adjustments. If these
acquisitions contribute additional EBITDA as expected, it would
neutralize the leverage increase, but they will also add execution
risk to integrate the businesses and realize synergies," added
Yanase.
RATINGS RATIONALE
Multi-Color's Caa1 CFR is constrained by high leverage, reflecting
being acquired by Clayton, Dubilier & Rice (CD&R), which merged it
with Fort Dearborn Holding Company, Inc. in 2021, and subsequent
tuck-in acquisitions. Interest coverage, measured by
EBITDA/interest expense, was also limited at 1.3x for the 12 months
to June 2024. The rating also reflects declining sales and profit
with destocking and weaker demand from its end markets amid the
recent inflationary environment. Moody's expect negative free cash
flow in the next 12-18 months, which will limit the company's debt
repayment capacity. Finally, the rating reflects Multi-Color's
acquisition-driven growth strategy and challenges in integrating
acquired businesses and achieving synergies.
These credit weaknesses are counterbalanced by strengths in
Multi-Color's credit profile, including its scale with over $3
billion of revenue, with a leading position in the labels industry
in North America. The company predominantly serves customers in
food & beverage and home & personal care end markets, with
long-term relationships, which provides a stable revenue base.
Moody's expect Multi-Color to have adequate liquidity for the next
12 months from June 2024, supported by cash on hand and
availability under two revolving bank facilities. As of June 30,
2024, the company had $81 million of cash on hand (including
restricted cash), a $200 million undrawn cash revolver and $145
million of availability under its ABL revolver. Sufficient
availability under the two revolvers will support Multi-Color's
liquidity for the next 12 months, despite Moody's expectation of
negative free cash flow. Multi Color's next significant maturity
is 6.75% senior secured notes in July 2026 that is being
refinanced.
The negative rating outlook reflects Moody's expectation for
increasing dependence on its revolvers over the next 12-18 months,
despite sufficient availability under the cash flow revolver and
the ABL revolver.
The B3 rating on the senior secured credit facilities and the
senior secured notes is one notch above the Caa1 CFR. The higher
rating reflects priority of payment for the secured debt relative
to the company's senior unsecured notes but subordination to the
company's ABL revolver, which is not rated.
The maturity of the proposed senior secured notes, October 1, 2031,
will spring to the earlier maturities of the existing notes or
loans, or to the prior date, if the outstanding amount of these
notes and loans exceeds the predetermined amounts at their maturity
or the prior date.
The Caa3 rating assigned to the senior unsecured notes reflects
their effective subordination to the comparatively large senior
secured term loans and notes.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could downgrade the ratings if Multi-Color's credit
metrics, liquidity or the operating and competitive environment
deteriorates further. Specifically, the ratings could be downgraded
if EBITDA/interest coverage is below 1.0x, liquidity deteriorates
or the likelihood of restructuring increases.
Moody's could upgrade the ratings over time if Multi-Color improves
its profit and cash flow, and maintains a less aggressive financial
policy to support debt paydown. Specifically, the ratings could be
upgraded if debt/EBITDA trends below 8x, EBITDA/interest coverage
rises above 1.5x and the company demonstrates a track record of
consistent free cash flow generation.
Headquartered in Rosemont, Illinois, LABL, Inc. is a provider of
pressure sensitive labels, flexible film packaging and other
packaging solutions for the food and beverage, health and beauty,
and consumer products markets. The company operates under the name
of Multi-Color. The company is owned by CD&R and generated about
$3.1 billion in revenue for the 12 month that ended in June 2024.
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers published in
December 2021.
LEAFBUYER TECHNOLOGIES: Audit Committee Approves BCRG as Auditor
----------------------------------------------------------------
Leafbuyer Technologies Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on Sept. 25, 2024, the
Audit Committee of the Company's Board of Directors approved the
engagement of BCRG Group as the company's new independent
registered public accounting firm. BCRG Group will re-audit and
audit the Company's consolidated financial statements for the 10-K
2023 and 2024 time period fiscal years ending June 30, 2023 and
2024 subject to customary client acceptance procedures. On Sept.
25, 2024, BCRG completed such procedures, formally accepted its
appointment by executing an engagement letter with the Company and
issued its independence letter to the Company's Audit Committee.
The Company said that during its two most recent fiscal years and
through Sept. 25, 2024, it had not consulted with BCRG Firm
regarding any matter that was subject of a disagreement or a
reportable event, as described under Item 304(a)(1)(v) of
Regulation S-K.
About Leafbuyer
Greenwood Village, Colo.-based Leafbuyer Technologies, Inc., is a
marketing technology company for the cannabis industry and is an
online cannabis resource. The Company's clients, medical and
recreational dispensaries, in legalized cannabis states, along with
cannabis product companies, subscribe to its technology platform to
assist in new customer acquisition. It provides retention tools to
those companies that include texting/loyalty and ordering ahead
technology.
As of March 31, 2024, the Company had $155,942 in cash and cash
equivalents and a working capital deficit of $2,011,802. The
Company is dependent on funds raised through equity financing. The
Company's accumulated deficit through March 31, 2024 of $25,225,958
was funded by debt and equity financing and it reported a net loss
from operations of $697,253 for the nine months ended March 31,
2024. Leafbuyer said, "Accordingly, there is substantial doubt
about our ability to continue as a going concern within one year
after the date the financial statements are issued."
LEGACY POOLS: Court Rejects Plan, Sends Case to Chapter 7
---------------------------------------------------------
Judge Lori V. Vaughan of the United States Bankruptcy Court for the
Middle District of Florida denied the confirmation of Legacy Pools,
LLC's Final Plan of Reorganization. The Court granted the United
States Trustee's motion to convert the case to Chapter 7
liquidation.
The Debtor on August 30, 2022, filed this Chapter 11 case, under
subchapter V. The UST appointed Robert Altman as subchapter V
trustee.
The Debtor filed its Final Plan of Reorganization under subchapter
V on February 22, 2023. The Plan designates 16 classes of claims
and provides upon confirmation, for the creation of a construction
trust. The Construction Trust would consist of Homeowners who
elected to pay Debtor additional funds as an "inflation adjustment"
that would allow Debtor to complete their pools. If a homeowner
elects to participate in the Construction Trust, the homeowner
releases pre-petition claims against Debtor, including any
distribution rights under the Plan.
Except for Class 14, all classes are impaired. Classes 1 through 12
consist of secured claims and their respective treatments. Class 13
is general unsecured claim holders, including Homeowners electing
not to participate in the Construction Trust. Class 13 will receive
annual pro rata distributions of the Debtor's actual disposable
income over five years (after administrative claims and priority
claims are satisfied in full) and a pro rata share of the net
proceeds recovered from certain causes of actions. Class 13(a)
consists of SCP's allowed unsecured claim totaling $24,402, and
provides SCP will receive six (6) monthly payments of $4,067.02
beginning 30 days after the effective date until the claim is
satisfied in full.
The Debtor attaches to the Plan a projection of financial
performance for a five-year period and a liquidation analysis. The
Projections do not show any distributions to Class 13 unsecured
creditors. The Liquidation Analysis, however, estimates $500,000 of
disposable income payments under the Plan based on new sales and
revenue received through the Construction Trust.
The Subchapter V Trustee, UST and several Homeowners filed
objections to confirmation of the Plan or joinders thereto.
Shortly after filing its objection, the UST filed the Motion to
Convert arguing the Debtor filed this case in bad faith, could not
propose a confirmable plan and had grossly mismanaged the estate
requiring either conversion to chapter 7 or dismissal under 11
U.S.C. Sec. 1112(b), or in the alternative, removal of the Debtor
as debtor-in-possession under 11 U.S.C. Sec. 1185.23.
The Court finds the Debtor has not met the requirements to allow
confirmation of a nonconsensual plan. Judge Vaughan says, "Debtor
has unfairly discriminated with respect to unsecured creditors in
Class 13 and Class 13(a). The Plan does not provide for all of
Debtor's projected disposable income to be applied to make payments
under the Plan. Nor has Debtor demonstrated that there is a
reasonable likelihood it will be able to make all plan payments.
Debtor's Projections have no basis given Debtor's actual
performance during this case. Accordingly, the Court denies
confirmation of the Plan."
Having denied confirmation, the Court considers the Motion to
Convert. Under Sec. 1112(b), the court must dismiss or convert a
chapter 11 case to chapter 7, whichever is in the best interests of
creditors and the estate, for cause.
The Court finds cause exists under Sec. 1112(b). Judge Vaughan
explains, "Debtor's actions demonstrate a lack of good faith.
Debtor has likewise engaged in gross mismanagement of the estate by
providing gratis services to family members, not pursuing claims
against insiders and by misleading the UST about access to
QuickBooks and requested financial records. Nor did Debtor timely
pay subchapter V trustee fees as directed in the SubV Order.
Considering the best interests of creditors and the estate, the
Court finds this case should be converted to chapter 7."
A copy of the Court's decision is available at
https://urlcurt.com/u?l=lvt8J5
About Legacy Pools
Legacy Pools LLC -- https://www.legacypools.com -- is a top custom
pool builder serving Melbourne, Fla., and surrounding cities.
Legacy Pools filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
22-03123) on Aug. 30, 2022, with between $500,000 and $1 million in
assets and between $1 million and $10 million in liabilities.
Robert Altman has been appointed as Subchapter V trustee.
The Debtor is represented by Daniel A. Velasquez, Esq., at Latham
Luna Eden & Beaudine, LLP.
LERETA LLC: Moody's Cuts CFR to 'Caa1', Outlook Stable
------------------------------------------------------
Moody's Ratings downgraded LERETA, LLC's corporate family rating to
Caa1 from B3, probability of default rating to Caa2-PD from B3-PD
and senior secured first lien bank credit facilities to Caa1 from
B3. The rated facilities include the $40 million senior secured
revolving credit facility expiring 2026, $250 million senior
secured term loan maturing 2028. The outlook remains stable. LERETA
is a California-based technology enabled property tax and flood
determination service provider to the financial services industry.
The rating downgrades reflect Moody's expectations for mortgage
origination volumes to remain subdued over the next 12-18 months,
leading to limited revenue growth, very high debt to EBITDA
leverage well over 7.5x, negative cash flow, low cash balances and
limited committed external liquidity resources. LERETA's revenue,
profits and cash flow are dependent upon mortgage origination
activity. ESG governance considerations, notably financial
strategies including a tolerance for very high leverage and little
liquidity, were key drivers of the ratings downgrades.
RATINGS RATIONALE
The Caa1 CFR reflects LERETA's weak liquidity profile, small
revenue scale, narrow operating scope with exposure to the US
mortgage finance market and economic cycles and high debt leverage
for the 12-month period ended June 30, 2024. Moody's expect that
revenue contributions from the 2023 acquisition of Info-Pro Lender
Services Inc. (Info-Pro), cost and cash flow benefits from the
company's ongoing technology re-platforming project and recent cost
rationalization measures could drive improvements in credit metrics
over the next 12-18 months, but liquidity will remain weak amid
highly uncertain mortgage origination volumes.
All financial metrics cited reflect Moody's standard adjustments.
In addition, Moody's expense capitalized software costs.
Recent and large equity infusions to fund internal investments and
the acquisition provide support to the credit profile and indicate
a likely high recovery to secured creditors at default. However,
the probable need for additional equity investments to avoid
default is a key driver of the downgrades and pressures the credit
profile.
LERETA benefits from a stable and very diverse customer base with
over 2,000 customers that includes national level and regional
lenders and mortgage servicers. The company performs an essential
part of the mortgage process and manages tax records and payments
for over 22,000 tax agencies nationally. Outsourcing this process
to a vendor such a LERETA is a cost-efficient way to manage the
large volume of tax reporting that needs to be done by a lender.
Moody's expect the outsourcing trend to continue, supporting
earnings growth once the mortgage market recovers. LERETA is the
second largest tax servicer nationally and counts many of the
largest national mortgage originators as clients, which provides a
steady volume of loans to service. The credit profile is also
supported by strong customer retention with an average customer
tenor of six years.
The downgrade of the PDR by two notches to Caa2-PD from B3-PD
reflects Moody's anticipation for a high risk of default over the
next two years. The Caa1 senior secured first lien credit facility
ratings are in line with the Caa1 CFR as there is no other
meaningful debt in the capital structure and reflects Moody's
expectation for a high recovery for creditors at default. The
senior secured first lien credit facilities benefit from secured
guarantees from all existing and subsequently acquired wholly-owned
domestic subsidiaries.
Moody's view LERETA's liquidity as weak, driven by Moody's
anticipation for negative cash flow over the next 12 to 15 months
and limited external liquidity sources. The $40 million revolver
was almost entirely drawn as of June 30, 2024. The company had an
additional $8 million of equity commitments from its financial
sponsors as of June 30, 2024. The credit facilities are subject to
a leverage-based financial maintenance covenant. Although recent
and large equity investments have been funded, Moody's liquidity
analysis does not incorporate expectations for additional external
liquidity unless it is contractual.
The stable outlook reflects Moody's anticipation for very high debt
leverage and poor liquidity, but also a high recovery at default.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Moody's expect: 1) positive free
cash flow and an improved liquidity profile; 2) a quicker rebound
in the mortgage market, that would translate into high revenue
growth or a material increase in size and scale via organic growth;
and 2) leverage to fall, with debt-to-EBITDA sustained below 7.0x.
A ratings downgrade could result if Moody's anticipate a default is
more likely in the near term or expect an average or low recovery
for secured creditors in a default scenario.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Headquartered in Pomona, California, LERETA is a technology enabled
property tax and flood determination service provider to the
financial services industry. The company provides services in the
areas of tax certification management and flood determination to
mortgage originators and servicers. LERETA is owned by affiliates
of financial sponsors Flexpoint Ford and Vestar Capital Partners.
The company generated $133 million in net revenue for the LTM
period ended June 30, 2024.
LOMBARD FLATS: Fay Wins Summary Judgment on FDCPA Claims
--------------------------------------------------------
Magistrate Judge Laurel Beeler of the United States District Court
for the Northern District of California granted Fay Servicing LLC's
motion for summary judgment on the remaining claims in the case
filed by Martin Eng and Lombard Flats LLC.
This is a debt-collection dispute concerning the mortgage loan on
the property located at 949–953 Lombard Street in San Francisco.
In November 2005, Mr. Eng refinanced the property with a $3,210,500
loan from Washington Mutual secured by a deed of trust with a loan
term from January 2006 to December 2035. In September 2008 -- after
the FDIC took Washington Mutual into receivership -- J.P. Morgan
Chase (previously dismissed as a defendant) acquired Washington
Mutual's assets, including "all mortgage servicing rights and
obligations," and began servicing the loan. On November 1, 2008,
Mr. Eng and Chase modified the loan and changed its maturity date
to November 1, 2013. On the loan application, Mr. Eng described the
loan as a cashback refinance for an investment property. He listed
his residential address as a different address in San Francisco --
although he listed 939 Lombard as a residence address within the
past two years.
By grant deed dated November 4, 2008, and recorded on January 26,
2009, Mr. Eng transferred title of the property to Lombard Flats.
On August 3, 2009, Lombard Flats filed a petition for bankruptcy
and listed the property as an asset subject to a secured claim. In
July 2010, the bankruptcy court approved Lombard Flats's
reorganization plan, which required Lombard Flats to make monthly
loan payments to Chase or its successors for ten years. The loan's
new maturity date was August 15, 2020. On May 3, 2023, the
bankruptcy court modified the order of confirmation and required
Lombard to (1) reimburse Chase for $1,780.93 for funds that Chase
advanced for property taxes and insurance and (2) make future
monthly payments for taxes and insurance.
In September 2019, Lombard Flats fell behind on its loan payments,
but it made partial monthly payments of $9,500 (of the total
monthly payment of $12,712.98) from September 2019 through March
2020. After March 13, 2020, Chase did not receive any payments. The
crediting of the partial payments satisfied the payment obligations
through November 2019, but payments remained due for December 2019
and the months thereafter.
By January 26, 2022, the loan remained in default (with the entire
balance due).
On August 1, 2022, Chase transferred the servicing of the loan to
Fay. Between August 1 and August 30, 2022. Between August 1 and
August 30, 2022, Fay received no calls from Mr. Eng or any requests
for a loan modification. Mr. Eng declares that he made
loan-modification requests and even asked to speak directly with
Fay's attorney, to no avail. No loan payments have been made to Fay
since it began servicing the loan. On November 3, 2022, Chase sold
and assigned the note and deed of trust to U.S. Bank and Trust
National Association as the owner trustee for VRMTG Asset Trust.
The assignment lists Mr. Eng as the borrower.
There are two surviving claims, both based on Fay's attempts to
collect on the defaulted loan:
(1) a violation of the federal Fair Debt Collection Practices
Act (FDCPA), 15 U.S.C. Sec. 1692e, and
(2) a violation of the Rosenthal Fair Debt Collection Practices
Act (RFDCPA), Cal. Civ. Code Sec. 1788.17.
Fay moved for summary judgment on the grounds that:
(1) the plaintiffs lack standing because only the bankruptcy
trustee has standing to prosecute the claims and did not abandon
them, and
(2) the plaintiffs did not state a claim under either statute.
The Court grants summary judgment primarily on the ground that the
loan is undisputedly not a consumer debt and thus there is no claim
under either statute.
Judge Beeler says, "The plaintiffs provided no evidence to show a
genuine issue for trial about whether the loan was a consumer debt.
Mr. Eng identified the loan as a cashback refinance for an
investment property, and he listed a different residence address
than the Lombard address. The undisputed evidence -- including
evidence from the bankruptcy proceedings that the three flats are
rental units -- is that the mortgage loan was for an investment
property. Mortgage loans on commercial or rental properties are not
consumer debts under the FDCPA. "
A copy of the Court's decision is available at
https://urlcurt.com/u?l=77OeRb
About Lombard Flats
Lombard Flats, LLC is a San Francisco-based company primarily
engaged in renting or leasing commercial-type and industrial-type
machinery and equipment.
The Debtor filed a Chapter 11 petition (Bankr. N.D. Calif. Case No.
24-30047) on January 29, 2024, with $1 million to $10 million in
both assets and liabilities. Martin Eng, manager of Lombard Flats,
signed the petition.
Judge Hannah L. Blumenstiel oversees the case.
Reshma Kamath, Esq., at the Law Offices of Reshma Kamath represents
the Debtor as bankruptcy counsel.
The bankruptcy court converted the Chapter 11 bankruptcy to a
Chapter 7 bankruptcy and appointed Michael G. Kasolas as the
trustee. The bankruptcy case closed in May 2024.
LUCENA DAIRY: Seeks Extension for Cash Collateral Use Until Oct. 31
-------------------------------------------------------------------
Lucena Dairy, Inc. and Luna Dairy, Inc., ask the U.S. Bankruptcy
Court for the District of Puerto Rico for authority for an
extension of the use of cash collateral until October 31, 2024,
allowing the Debtors to continue operating during their Chapter 11
bankruptcy process.
After filing their initial bankruptcy petitions, the Debtors
submitted Urgent Motions to use cash collateral which were met with
oppositions from Condado, the secured creditor. Condado opposed the
motions on September 20, 2023 which the Debtors responded on
September 22, 2023. Both parties eventually came to an agreement
regarding the continued use of the cash collateral through
September 30, 2024.
In their current motion, the parties confirm they have reached an
interim agreement to extend the use of cash collateral until
October 31, 2024. As part of this agreement, the Debtors will make
an additional payment of $20,000 to Condado by October 28. Both
parties reserve the right to assert any claims, defenses, or
arguments related to the Cash Collateral Contested Matter in the
future, signaling that the issue has not been fully resolved yet.
In return for agreeing to this extension, Condado seeks assurances
that the Debtors will adhere to the payment schedule and other
terms laid out in the interim agreement. They also ask the court to
hold a hearing on the contested cash collateral issue before
October 31, 2024.
About Lucena Dairy Inc.
Lucena Dairy Inc. is engaged in the production of cows' milk and
other dairy products and in raising dairy heifer replacements.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. P.R. Case No. 23-02835) on September 8,
2023. In the petition signed by Jorge Lucena Betancourt, president,
the Debtor disclosed $1,905,560 in assets and $11,464,130 in
liabilities.
Judge Edward A. Godoy oversees the case.
Carmen D. Conde Torres, Esq., at C. Conde & Associates, represents
the Debtor as legal counsel.
About Luna Dairy, Inc.
Luna Dairy Inc. is engaged in the production of cows' milk and
other dairy products and in raising dairy heifer replacements.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. P.R. Case No. 23-02837) on September 9,
2023. In the petition signed by Jorge Lucena Betancourt, president,
the Debtor disclosed $4,102,639 in assets and $11,316,130 in
liabilities.
Judge Edward A. Godoy oversees the case.
Carmen D. Conde Torres, Esq., at C. Conde & Associates, represents
the Debtor as legal counsel.
MALLINCKRODT PLC: Lenders Can't Shun Investor Suit in 2nd Ch. 11
----------------------------------------------------------------
Katryna Perera of Law360 reports that a New Jersey federal judge
ruled Monday, September 23, 2024, that senior leaders of drugmaker
Mallinckrodt cannot escape a lawsuit brought by shareholders
alleging the company tricked them into thinking it had recovered
from bankruptcy and would make a $200 million payment to opioid
claimants, finding the investors sufficiently pleaded securities
law violations.
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
reducetotal 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 prior 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 new 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.
MEGA ENTERTAINMENT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Mega Entertainment Group II, LLC
d/b/a Petergof Banquet Hall
d/b/a Pavilion Restaurant & Lounge
577 Waukegan Rd.
Northbrook, IL 60062
Business Description: Mega Entertainment is an event planning
company that hosts corporate events and
party
venues.
Chapter 11 Petition Date: September 27, 2024
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 24-14326
Judge: Hon. Jacqueline P Cox
Debtor's Counsel: Robert R. Benjamin, Esq.
GOLAN CHRISTIE TAGLIA LLP
70 W. Madison St., Suite 1500
Chicago, IL 60602
Tel: (312) 263-2300
Email: rrbenjamin@gct.law
Total Assets: $124,900
Total Liabilities: $2,366,241
The petition was signed by Alex Field 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/KPLTCLQ/Mega_Entertainment_Group_II_LLC__ilnbke-24-14326__0001.0.pdf?mcid=tGE4TAMA
MICHAEL MOGAN: Suit vs Sacks Glazier Tossed
-------------------------------------------
Judge David D. Cleary of the United States Bankruptcy Court for the
Northern District of Illinois will grant the motion filed by Sacks,
Glazier, Franklin and Lodise LLP, Klinedinst, P.C. and Natasha Maya
to dismiss Michael Scott Mogan's first amended adversary complaint.
Since Plaintiff has already been afforded an opportunity to file an
amended complaint, the court will grant the motion to dismiss with
prejudice.
On February 22, 2022, Plaintiff filed a voluntary petition for
relief under chapter 13 of the Bankruptcy Code. On
April 4, 2022, he converted his bankruptcy case to one under
chapter 11.
On November 28, 2022, SGFL filed a proof of claim in Plaintiff's
bankruptcy case. It alleged that Plaintiff was obligated to SGFL
for an "Attorneys Fees Obligation" in the amount of $16,399.
In July 2023, Plaintiff filed an objection to the Proof of Claim.
In the Objection, Plaintiff stated that he did not owe SGFL any
attorneys' fees obligation and that SGFL was not a party to any
civil proceedings in the Northern District of California with
Plaintiff.
In the Amended Complaint, Plaintiff seeks relief under the Fair
Debt Collection Practices Act. Plaintiff alleges that Defendants
violated 15 U.S.C. Secs. 1692d, 1692e and 1692f.
The basis for Plaintiff's claim for relief is that by filing the
Proof of Claim and attempting to collect a debt which could not
legally be collected, Defendants violated these sections of the
FDCPA.
Plaintiff contends that the Amended Complaint sufficiently alleges
that Defendants made false representations of the character, amount
or legal status of a debt, that they threatened to take an action
that cannot legally be taken, and that they used false
representations to attempt to collect a debt.
In the Motion to Dismiss, Defendants contend that the Amended
Complaint should be dismissed because it does not contain
allegations that each of them is a "debt collector".
The Court finds the Amended Complaint simply does not contain
allegations from which it may reasonably infer that Defendants are
debt collectors under the FDCPA. The Amended Complaint fails to
allege that each of the Defendants is a debt collector, and
therefore does not state a claim for relief under the FDCPA, the
Court concludes.
In order for a plaintiff to set forth a claim for relief under the
FDCPA, that plaintiff must plausibly allege each of the required
elements. The Court notes if a complaint does not plead that a debt
arose from a transaction incurred primarily for personal, family,
or household purposes -- even if the plaintiff's contention is that
the defendant was trying to collect a debt that does not exist --
then the plaintiff has not plausibly alleged a claim for relief
under the FDCPA.
Judge Cleary says, "There are no allegations in the Amended
Complaint that the 'Attorneys Fees Obligation' which Defendants
sought to collect from Plaintiff arose from a transaction incurred
primarily for personal, family, or household purposes. Even though
the Amended Complaint alleged that no debt was owed by Plaintiff to
Defendant Sacks Glazier Franklin and Lodise, and that Defendants
were trying to collect a debt that does not exist, without
well-pleaded allegations that the debt arose from a transaction
incurred primarily for personal, family, or household purposes, the
Amended Complaint does not plausibly allege a claim for relief
under the FDCPA."
A copy of the Court's decision is available at
https://urlcurt.com/u?l=CKiw7o
On February 22, 2022, Michael Scott Mogan filed a voluntary
petition for relief under chapter 13 of the Bankruptcy Code. On
April 4, 2022, he converted his bankruptcy case to one under
chapter 11 (Bankr. N.D. Ill. Case No. 22 B 1957).
MICHAEL'S INC: Seeks Chapter 11 Bankruptcy Protection
-----------------------------------------------------
Michael's Inc. filed Chapter 11 protection in the Northern District
of Ohio. According to court filing, the Debtor reports $8,232,558
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 21, 2024 at 10:00 a.m. via remotely.
About Michael's Inc.
Michael's Inc. owns the real property located at 5783 Heisley Rd,
Mentor OH. 44060 having a fair market value of $5 million.
Michael's Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio. Case No. 24-13743) on Sept. 17,
2024. In the petition filed by Martin J. Lamalfa, as authorized
representative of the Debtor, the Debtor reports total assets of
$5,000,000 and total liabilities of $8,232,558.
The Honorable Bankruptcy Judge Jessica E. Price Smith handles the
case.
The Debtor is represented by:
Glenn E. Forbes, Esq.
FORBES LAW LLC
166 Main Street
Painesville, OH 44077
Tel: 440-739-6211
E-mail: bankruptcy@geflaw.net
MK ARCHITECTURE: Unsecureds Will Get 10% of Claims over 3 Years
---------------------------------------------------------------
MK Architecture PC filed with the U.S. Bankruptcy Court for the
Southern District of New York a Small Business Plan of
Reorganization under Subchapter V dated August 22, 2024.
The Debtor is in the business of providing architectural services
to businesses and individuals primarily based in New York City and
the New York Metropolitan area.
The Debtor's current financial predicament was the result of a
decrease on revenue suffered as a result of the COVID-19 pandemic
which not only restricted its operations but also resulted in a
loss of various customers. As a result of mandated "lock downs,"
business came to a halt and the Debtor fell behind with rent to the
Landlord.
The Debtor has since relocated from the Premises to a "home based"
office and reduced expenses as much as reasonably possible. Since
the filing, the Debtor has continued in the management of its
property as a debtor-in-possession pursuant to Sections 1107 and
1108 of the Bankruptcy Code.
The most significant Claims filed include (i) the Secured Claim
filed by TD in the amount of $178,078.54, (ii) the Claim of the
Landlord in the amount of $175,599.70 of which $26,837.52 is
alleged to be secured presumably by the Debtor's security deposit,
(iii) the Claim of the SBA in the amount of $158,956.74 which will
be treated as a wholly unsecured claim; and (iv) relatively nominal
Priority Claims filed by government agencies including the IRS and
NYS DOL.
While the Debtor's operations will not result in the full payment
of Allowed Claims, it will result in at least as much of a recovery
by holders of Allowed Claims as they would receive if the Debtor
were liquidated under Chapter 7 of the Bankruptcy Code. The Debtor
will pay TD directly on its Secured Claim. In addition, the Debtor
proposes to fund the Plan with $1,000.00 per month from operations
for a period of 36 months. It will make distributions under the
Plan to Holders of Allowed Claims in quarterly installments of
$3,000.00.
Class 4 shall consist of all Allowed General Unsecured Claims
including the Claim of the SBA in the amount of $158,956.74. The
SBA's Claim will be treated solely as an Unsecured Claim under
Section 506(a) of the Bankruptcy Code and receive Distributions
from the Plan Fund. Class 4 shall also include the Unsecured
Portion of the Landlord's Claim.
Holders of Class 4 Claims consist of the SBA and the Landlord. The
Holders of Class 4 Unsecured Claims will receive distribution on a
pro rata basis in quarterly installments from the Plan Fund. The
holders of Class 4 Claims are Impaired under Section 1124 of the
Bankruptcy Code and the Plan and therefore entitled to vote to
accept or reject it.
Class 5 consists of Equity Interest Holders. Rissetto, the holder
of the Allowed Interest, shall retain his Interest in the Debtor
and continue to operate it. He is deemed to have accepted the Plan.
Plan Funding
The Plan will be funded primarily with all of the Debtor's
Disposable Income projected for the next 3 years. The Debtor has
projected its Disposable Income to be approximately $3,000.00 per
quarter ($1,000.00 per month). The projections reflect the
seasonality of the Debtor's business. The Disposable Income will be
placed by the Debtor into the Plan Fund which shall be maintained
in a segregated bank account. The Plan Fund and Plan will be funded
with at least $36,000.00 in total.
It is anticipated that this will yield a distribution of
approximately 10% to Unsecured Creditors. Distributions under the
Plan will be made by the Disbursing Agent on a quarterly basis
(i.e. the Disbursing Agent will remit payment to the holders of
Allowed Claims on a quarterly basis following the Effective Date).
A full-text copy of the Subchapter V Plan dated August 22, 2024 is
available at https://urlcurt.com/u?l=Az2iED from PacerMonitor.com
at no charge.
Counsel for the Debtor:
Anne Penachio, Esq.
PENACHIO MALARA LLP
245 Main Street-Suite 450
White Plains, NY 10601
Telephone: (914) 946-2889
Email: frank@pmlawllp.com
About MK Architecture PC
MK Architecture PC is in the business of providing architectural
services to businesses and individuals primarily based in New York
City and the New York Metropolitan area.
The Debtor sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-22467) on May 28,
2024, listing $50,001 to $100,000 in assets and $100,001 to
$500,000 in liabilities.
Judge Sean H. Lane presides over the case.
Anne J. Penachio, Esq., at Penachio Malara LLP, is the Debtor's
counsel.
MODIVCARE INC: S&P Alters Outlook to Negative, Affirms 'B-' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable and
affirmed its ratings on ModivCare Inc., including the 'B-'
long-term issuer credit rating.
The negative outlook reflects the potential that actions taken to
improve EBITDA and cash flow will fail to materialize over the next
12 months, resulting in a liquidity shortfall or EBITDA amount that
cannot meet fixed charges.
S&P said, "Our affirmation of the 'B-' rating on ModivCare reflects
our belief that there is solid demand for the company's services
and that its relatively large scale provides a competitive
advantage to win contracts. We continue to expect that the company
will experience mostly stable reimbursement rates in its personal
care services (PCS) and non-emergency medical transportation (NEMT)
segments. We also expect the company's cost-savings initiatives and
technology investments will offset the roughly $30 million EBITDA
headwind from Medicaid redeterminations.
"However, we revised our profitability expectations downward based
on increased costs within its PCS segment and pricing concessions
within its NEMT segment. The company's PCS segment reported weaker
year-over-year performance as of the first half of 2024 due to
higher wage rates and general expenses. The company recently
lowered its 2024 adjusted EBITDA guidance due to lower contracted
NEMT pricing to expand and retain certain customer relationships.
However, we believe the company can grow its customer base as a
result, potentially leading to higher nominal EBITDA despite lower
gross margins in 2025.
"We now anticipate S&P Global Ratings-adjusted EBITDA margins of
5%-5.5% in 2024 and about 6% in 2025.We lowered our 2024 revenue
expectations by $10 million and our adjusted EBITDA guidance by $23
million from our previous forecast. We continue to expect the
company will achieve its cost-savings realization plan and we
believe Medicaid redeterminations will peak in 2024 and improve in
2025. Due to lower adjusted EBITDA and higher revolver drawings, we
now expect S&P Global Ratings-adjusted leverage will increase to
the high-7x area in 2024 before decreasing to the mid-6x area in
2025.
"As a result of lower profitability and increased working capital
usage, we expect ModivCare will generate negative free operating
cash flow (FOCF) of about $30 million to $35 million in 2024,
before improving to positive generation of about $20 million to $25
million in 2025.This compares with our previous expectation of near
breakeven FOCF for 2024. In addition, we expect working capital
usage for 2024 will increase by about $10 million compared to our
prior forecast. We believe the heightened working capital usage
will be a short-term risk as the company faces higher utilization
and Medicaid redeterminations. However, we expect ModivCare will be
able to negotiate better prepayment terms for 2025. This negative
FOCF generation in 2024 still reflects an improvement from negative
FOCF exceeding $100 million in 2023. Based on these assumptions, we
forecast the company's S&P Global Ratings-adjusted FOCF to debt of
negative 5%-0% in 2024, before improving to 0%-2% in 2025.
"Although the ModivCare's filings noted substantial doubt about its
ability to meet its obligations, our base case is for the company
to successfully collect on its receivables and receive an amendment
from lenders if needed. We view Medicaid payors as reliable but
also subject to delays for administrative reasons. We think
ModivCare is likely to receive a covenant amendment if needed
because of the business' ability to generate positive cash flow
absent working capital swings and some favorable contracting and
demand trends. The company also filed a mixed shelf registration to
issue common stock, preferred stock, or debt, likely as an
alternative source of liquidity if it were unable to access its
revolver, but we think its collections and a likely amendment will
make it unnecessary to issue equity.
"The negative outlook reflects our view that elevated liquidity
risk over the next 12 months exists due to greater-than-expected
volatility of earnings and cash flow. While the company expects to
fully collect on its NEMT contracted receivables, the collection
timing remains uncertain and some receivables may lapse into the
fourth quarter. Increased utilization and Medicaid redeterminations
under its shared-risk contracts have driven higher working capital
usage. The company may also seek temporary covenant relief in
advance of the Sept. 30 step-downs of its net leverage covenant to
5.25x (covenant leverage was 5.22x at June 30, 2024) and minimum
liquidity covenant to $75 million. Given its tight covenant
headroom, we believe the company has limited capacity to further
draw on its $325 million revolver. ModivCare had $11 million of
cash on its balance sheet at June 30, 2024, and we think its
liquidity is very strained from normal cash needs to operate the
business.
"Additionally, while the company expects the recent pricing
concessions in NEMT will expand its footprint in 2025, there is
still risk that the benefits will not fully materialize either due
to lower-than-expected volume growth or a higher cost of providing
services, which could constrain EBITDA growth in 2025. Because of
ModivCare's tight liquidity position and our expectation for
minimally positive cash flow in the next 12 months, we think the
company has limited capacity for underperformance.
"The negative outlook reflects our view of heightened risk for a
liquidity shortfall in the next 12 months. This risk stems from the
company's limited capacity for underperformance due to tight
liquidity, and its recent disclosure on its ability to meet
commitments, lower guidance, and working capital volatility.
"We could downgrade ModivCare if we believe it is likely that its
capital structure is unsustainable and a liquidity shortfall is
more probable. In this scenario, we would envision lower
profitability and collection issues resulting in more severe FOCF
deficits.
"We could revise the outlook back to stable if ModivCare is able to
improve its liquidity position such that it can absorb working
capital fluctuations and generate sustained positive free cash
flow. In this scenario, we would expect positive trends in
operating metrics and more predictable cash flow generation.
"Governance is a moderately negative consideration in our credit
rating analysis of ModivCare, which reflects its high executive
turnover rate in recent years, the settlement of litigation with
its previous CEO, and the several intra-year revisions to its
guidance."
NAT'L ASSOC. OF TELEVISION: Unsecureds Will Get 0.51% of Claims
---------------------------------------------------------------
National Association of Television Program Executives, Inc.,
submitted a Second Amended Plan of Liquidation.
The Debtor sold substantially all of its assets through a Court
approved sale. The Court approved the sale at the hearing, and an
order has been entered. This Plan incorporates the $150,000 cash
payment which will be transferred to the Debtor upon entry of the
sale order, and accounts for the liabilities being assumed by the
buyer which will no longer be liabilities for the estate upon entry
of the sale order.
In 2024, the Debtor and Fontainebleau Florida Hotel, LLC engaged in
extended negotiations to reach mutually agreed upon terms
("Settlement"). Those Settlement terms are reflected in this
Amended Plan. Key terms of the Settlement include:
* Fontainebleau's claim as set forth in its Proof of Claim
shall be deemed allowed in full (i.e., $3,414,618.69 plus
prepetition interest plus prepetition attorneys fees and costs),
provided, however, that distributions to Fontainebleau shall be
limited to the LESSER of (i) its pro rata share or (ii) 85% of the
amount distributed to general unsecured creditors until all other
general unsecured creditors have been paid in full (the
"Fontainebleau Allowed Claim"). The Debtor estimates that,
following claim objections to claims that were assumed by the
buyer, general unsecured claims other than FB will be approximately
$450,702.70. This would result in a subordination of distributions
to FB of all of its allowed claim in excess of $2,553,981.97. From
the standpoint of other general unsecured creditors, this is an
effective reduction in FB's claim of approximately 45%.
* Engagement of the Plan Fiduciary on the terms set forth in
Ex. D and as otherwise described herein.
* Following the Confirmation Date. the Reorganized Debtor may
act only through the Plan Fiduciary and the Plan Fiduciary shall
have sole and absolute discretion with respect to hiring
professionals to represent him or the Reorganized Debtor. For the
avoidance of doubt, following the Confirmation Date, NATPE shall
not have any directors or officers.
* The Debtor has represented to Fontainebleau that no payments
have been made by the D&O insurer and the full amount of the policy
is available to pay claims. If this is not accurate, the limitation
on claims against directors and officers set forth in Ex. D shall
be deemed lifted and shall not apply.
* This Settlement shall not limit the rights of any party to
object to fee applications.
This Plan of Reorganization proposes to pay creditors of the Debtor
from cash on hand.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at .51% of each allowed claim, in addition to any pro rata payments
from funds recovered by the Plan Fiduciary. This Plan also provides
for the payment of administrative and priority unsecured claims.
Class 3 consists of Non-priority unsecured creditors. Total
estimated amount of allowed Class 3 general unsecured claims is
$3,865,321.39. Class 3 claims are impaired, and will be paid their
pro rata share of the funds remaining in the estate after payment
of administrative, sub V trustee and priority unsecured claims,
estimated to be $19,874.27, resulting in payment of 0.51% of their
claims.
Additionally, the Plan Fiduciary will make additional pro rata
payments to creditors under the Plan as funds warranted from his
recoveries for the estate.
The Plan will be funded from funds on hand with the Debtor on the
Effective Date. The Debtor estimates that it will have $140,000.
The Plan will be funded from cash on hand on the effective date.
Specifically, administrative, sub V trustee, and priority unsecured
claims will be paid in full on the Effective Date.
Allowed general unsecured claims will be paid their pro-rata share
of the funds remaining on hand on the Effective Date, estimated to
be $19,874.27. Additionally, the Plan Fiduciary will make
additional pro rata payments to allowed general unsecured creditors
under the Plan as funds warranted from his recoveries for the
estate.
A full-text copy of the Second Amended Liquidating Plan dated
August 22, 2024 is available at https://urlcurt.com/u?l=InMJbd from
PacerMonitor.com at no charge.
The Debtor's Counsel:
Leslie A. Cohen, Esq.
Leslie Cohen Law, PC
506 Santa Monica Blvd., Suite 200
Santa Monica, CA 90401
Tel.: (310) 394-5900
Fax: (310) 394-9280
Email: leslie@lesliecohenlaw.com
About National Association of Television
Program Executives
The National Association of Television Program Executives (NATPE)
is a professional association of television and emerging media
executives established in 1963.
NATPE sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-11181) on Oct. 11,
2022, with up to $50,000 in assets and up to $1 million in
liabilities. Judge Martin R. Barash oversees the case.
Leslie A Cohen, Esq., at Leslie Cohen Law, PC, serves as the
Debtor's counsel.
NEMAURA MEDICAL: To Outsource Remaining Operations to Cut Overhead
------------------------------------------------------------------
Nemaura Medical Inc. reported in a Form 8-K filed with the
Securities and Exchange Commission that it has taken measures to
reduce overhead and enhance operating efficiency by outsourcing the
bulk of its operations. While the majority of manufacturing
activities were already outsourced from the outset, the Company is
now seeking to outsource its remaining operations, specifically
sensor production, to a contract manufacturing organization.
In connection therewith, on May 1, 2024, the Company issued
termination notices to staff, including Arash Ghadar, the Company's
chief operating officer. Consistent with the terms of Mr. Ghadar's
employment agreement, the effective date of Mr. Ghadar's
termination was Nov. 1, 2024.
On Sept. 20, 2024, Arash Ghadar requested early termination of his
employment agreement and the Company agreed. Accordingly, Mr.
Ghadar resigned his position as the Company's Chief Operating
Officer on Sept. 20, 2024.
In addition, on Sept. 21, 2024, Asim Butt resigned his position as
a member of the Company's Board of Directors. The Company said Mr.
Butt's resignation was not because of a disagreement with the
Company on a matter relating to the Company's operations, policies
or practices.
Nemaura said, "The Company remains committed to aligning its
resources with its operational strategy to position itself for
future growth.
"The Company continues to seek partnerships and non-dilutive
funding where possible, including through license fees or potential
acquisitions, and is actively engaged in discussions with
prospective partners."
About Nemaura Medical
Nemaura Medical, Inc., is a medical technology company developing
wearable diagnostic devices. The company is currently
commercializing sugarBEAT and proBEAT. sugarBEAT, a CE mark
approved Class IIb medical device, is a non-invasive and flexible
continuous glucose monitor (CGM) providing actionable insights
derived from real time glucose measurements and daily glucose trend
data, which may help people with diabetes and pre-diabetes to
better manage, reverse, and prevent the onset of diabetes. Nemaura
Medical has submitted a proposal for a Modular PMA (Premarket
Approval Application) application for sugarBEAT to the U.S. FDA,
for its generation II, 24 hour sensor. proBEAT is a non-regulated
version of sugarBEAT which combines non-invasive glucose data
processed using artificial intelligence and a digital healthcare
subscription service as a general wellness product as part of its
BEAT diabetes program.
The Company stated in its Quarterly Report for the period ended
Dec. 31, 2023, that "As reflected in the accompanying financial
statements, for the nine months ended December 31, 2023, the
Company recorded a net loss of $5,968,086 and used cash in
operations of $7,203,676. These factors raise substantial doubt
about the Company's ability to continue as a going concern within
one year of the date that the financial statements are issued. In
addition, the Company's independent registered public accounting
firm in its report on the Company's March 31, 2023 financial
statements, raised substantial doubt about the Company's ability to
continue as a going concern."
NEW BOOST: S&P Affirms 'BB' Issuer Credit Rating, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' issuer credit rating on New
Boost Holdco LLC (Worldpay). S&P also affirmed its 'BB' issue-level
ratings on its first-lien debt.
The stable outlook reflects S&P's expectation for the company to
reduce leverage toward the low-4x area once a significant portion
of the carve-out transition costs drop off in 2025.
Worldpay completed its carve-out from FIS and continues to make
progress toward operating independently. On Feb. 1, 2024, FIS
completed the sale of 55% of Worldpay to GTCR, retaining a 45%
stake. Worldpay is still reliant on FIS for various services under
a transition services agreement (TSA) through 2025. In the first
half of the year, it completed the conversion of its HR and payroll
system and reports to be on track with the rest of its TSA exit
plan. It also refreshed its brand and made key leadership hires
including a new leader for its small to midsize business (SMB)
segment with strong industry experience, which we believe will
improve retention among traditional SMBs.
S&P said, "Worldpay's leverage and revenue growth are tracking
modestly better than our original expectations. The company's
annualized year-to-date S&P Global Ratings-adjusted leverage was
about 4x, better than we anticipated, but we forecast leverage will
end the year at about 4.7x as the company incurs more one-time
transition costs in the second half. We still believe it will need
to spend a total of $400 million to separate or establish new
technology infrastructure, risk and information security,
databases, facilities, marketing, and other one-time transition
costs. Although some of the timing of the spending could shift into
2025, we still expect the majority of the transition costs to occur
in 2024 with a lesser amount remaining in 2025."
In the first half of the year, the company increased its adjusted
revenue (excluding non-comparable revenue in the prior year period
that stayed with FIS) by 6%, primarily due to strong growth in
e-commerce (both new and existing clients across different end
markets), software-integrated payments, and international. It also
increased margins because of operating leverage and incremental
higher margin revenue.
S&P said, "We forecast leverage will improve to about 4.1x in 2025,
in line with our previous expectations, despite a change in debt
repayment assumptions. Our prior forecast assumed a moderate amount
of annual proactive debt repayment; however, we believe the company
appears comfortable deleveraging through EBITDA growth and
mandatory debt amortization. We still expect it will maintain
leverage between 4x-5x on average."
Worldplay's free cash flow will be better than expected in 2024 but
lower than expected in 2025. S&P said, "The company's free cash
flow for 2024 will likely be better than we expected due to lower
taxes and the recent repricing of its debt. Worldpay lowered the
margin on its term loans by 50 basis points (bps) in June, saving
about $30 million per year. It also modestly upsized its revolving
credit facility to about $1.2 billion from $1.0 billion. That said,
our free cash flow forecast for 2025 is modestly lower than our
original expectations primarily because we've revised our forecast
for taxes and working capital modestly higher in 2025. The company
hedged the floating interest rate exposure on most of its debt, so
it won't benefit much from lower interest rates until most of the
hedges drop off in early 2026."
S&P said, "A recession could slow growth, but we believe downside
is relatively limited. S&P Global Ratings economists believe the
probability of a recession starting within the next 12 months
remains elevated at about 25%. Given the company's outsized
exposure to travel and other discretionary verticals, we expect an
economic downturn would hurt demand." However, merchant acquiring
industry revenue still grew during the Great Financial Crisis in
2008 and rebounded quickly following the initial COVID-19 pandemic
downturn in 2020.
Revenue downside is also helped by the mission-critical nature of
the company's solutions, its exposure to nondiscretionary volumes,
and its minimal customer concentration. S&P also believes favorable
tailwinds will support longer-term industry growth, including the
ongoing cash-to-card conversion, continued shift to e-commerce, and
the proliferation of software businesses seeking to embed payment
functionality.
Worldpay has significant scale, global reach, and high margins.
Worldpay processes more than 50 billion transactions amounting to
more than $2 trillion in payments volume annually. According to The
Nilson Report, it is the third largest merchant acquirer in the
U.S. (behind Fiserv and JPMorgan Chase) and the largest in Europe.
Even with high expected one-time transition costs over the next
12-24 months, its mid-30% S&P Global Ratings-adjusted EBITDA margin
is well above the corporate average. Its margin lags some payments
peers, but we expect the gap will narrow once the transition costs
drop off. It operates in many countries and accepts hundreds of
alternative payment methods and currencies. This creates
significant barriers for smaller competitors and new entrants
because of the time it takes to develop and accumulate these
capabilities.
Nevertheless, the payment processing industry is competitive and
requires constant reinvestment. There are a few large, entrenched,
well-capitalized traditional players (JPMorgan Chase, Fiserv,
Global Payments), and several fast-growing, niche, international,
regional, or local players, such as Adyen, Stripe, Square,
Worldline, Nexi, Braintree (owned by PayPal), and others. Last
year, Worldpay proactively identified (and has been making a pro
forma adjustment to its financials) a moderate amount of revenue
that was at risk because some of its integrated software vendors
had been acquired by competitors or were otherwise losing market
share. While S&P views this as an ongoing industry risk, it
believes Worldpay is still well positioned to compete in integrated
payments partly due to the high level of customization offered by
its differentiated Payrix solution.
The stable outlook reflects S&P's expectation for the company to
reduce leverage toward the low-4x area once a significant portion
of the carve-out transition costs drop off in 2025.
S&P could lower its rating on Worldpay if leverage remains elevated
above 5x on a sustained basis. This could occur if:
-- Challenges arise in the company's separation plan, resulting in
higher operating expenses and sustained margin compression;
-- S&P's view of the macroeconomic environment worsens, leading us
to expect lower growth and EBITDA generation;
-- Customer attrition rises due to competitive pressures and the
company fails to acquire enough new business to compensate; or
-- The company utilizes debt financing for aggressive acquisitions
or shareholder returns beyond the scope of GTCR's $1.25 billion in
additional committed capital.
S&P said, "Although unlikely over the next 12 months, we could
raise our rating on Worldpay if the company successfully executes
its plan to operate as a stand-alone entity, reduces and sustains
leverage under 4x, and we believe the sponsor will relinquish
control over the intermediate term."
NO LIMITS AVIATION: Unsecureds Will Get 24% to 35% over 60 Months
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No Limits Aviation, Inc., filed with the U.S. Bankruptcy Court for
the District of Idaho a Subchapter V Plan of Reorganization dated
August 22, 2024.
The Debtor is a corporation that provides aviation related services
including flight instruction, aircraft maintenance, and scenic air
tours. At the time of filing its bankruptcy petition, No Limits
operated in Northern Idaho.
Prior to the summer of 2021, Shane Rogers operated No Limits
Aviation as flight school. In the summer of 2021 Shane Rogers, the
owner of No Limits Aviation, saw an opportunity to purchase Brooks
Seaplane Service located at the Coeur d'Alene dock. Mr. Rogers
needed the capital necessary to purchase an airplane for scenic
tours at Brooks Seaplane Service. Around the same time a man named
Brian Lysak, a flight student of No Limits Aviation, offered to
give Shane and his company a business loan of $350,000 at 20%
interest with a 6-month payoff.
In the summer of 2022 Shane's other company Scenic Adventure
Flights LLC had acquired a Beech 18 on floats located at the dock.
The plan agreed to between Lysak and No Limits' was for No Limits
to pay $2,500 a week to start the payoff process for the loan
received in 2021. Lysak also agreed to acquire a No Limits airplane
(N5758Q) in an amount approximately equal to the 20% interest of
the loan. During the late fall of 2022 Lysak decided that $2,500 a
week was not enough to get the loan paid off quick enough.
For the next 17 months the parties litigated and were unable to
resolve the dispute through mediation. After being unable to
resolve the dispute in mediation, Mr. Rogers started looking into
bankruptcy lawyers both personally and for the business and in late
May of 2024 before the trial bankruptcies were filed for all
defending parties of the lawsuit (including a personal case for Mr.
Rogers and his spouse).
Class 8 consists of General Unsecured Claims. This class consists
of all unsecured claims against the Debtor, as scheduled and
asserted in filed Proofs of Claim, and includes the non-priority
claims of the IRS and ISTC. This class will split a monthly payment
on a pro rata basis based on the allowed amount of the creditors'
claims. During year one of the plan, the monthly payment amount
will be $2,000.00. During years two through five of the Plan, the
monthly payment will be $5,000.00 per month. This Class is
impaired.
Class 9 consists of Equity Security Holders. The Equity Security
Holder(s) shall retain their ownership interest in the Reorganized
Debtor in the same amounts as they held pre-petition ownership
interests.
The Debtor intends to fund its plan through monthly payments to
creditors. These monthly payments will be made from the income the
Debtor receives from the operation of its business.
The Debtor anticipates all distributions to creditors will be made
by the Debtor, with no distributions by the subchapter V Trustee.
The Debtor anticipates the compensation for the subchapter V
Trustee will be on an hourly basis for his work monitoring this
case. In the event the subchapter V Trustee is required to make
distributions to creditors, the Debtor anticipates the Trustee will
also be paid on an hourly basis for time actually spent
administering the Plan payments, and that Plan Payments will be
made from the Debtor to the Trustee through Electronic Funds
Transfers (EFTs) or other medium of efficient monetary transactions
from the Debtor to the Trustee, as agreed and arranged between
them.
The Debtor has provided projected financial information. The
Debtor's financial projections show that the Debtor will have an
aggregate annual average cash flow, to pay unsecured creditors a
return of between 24 and 35% of their claims (depending on the
outcome of the claim objection of Lysak's claim). The Debtor
anticipates the final plan payment being made 60 months after the
Effective Date of the Plan. Based on the current claim amounts, the
Debtor estimate payments of 24-35% of total claim amounts to the
creditors in class 8 (general unsecured creditors).
A full-text copy of the Subchapter V Plan dated August 22, 2024 is
available at https://urlcurt.com/u?l=bYb47v from PacerMonitor.com
at no charge.
About No Limits Aviation Inc.
No Limits Aviation Inc. -- https://nolimitsaviation.com/ -- is a
flight school in Idaho.
No Limits Aviation Inc. sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Idaho Case No. 24-20183)
on May 24, 2024. In the petition signed by Shane Rogers, as
president, the Debtor reports estimated assets and liabilities
between $500,000 and $1 million each.
The Honorable Bankruptcy Judge Noah G. Hillen handles the case.
The Debtor is represented by:
Matthew T. Christensen, Esq.
Johnson May, PLLC
10390 N. Sensor Ave
Hayden, ID 83835
NORTHLAND POWER: Fitch Affirms 'BB+' Rating on Subordinated Notes
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Fitch Ratings has affirmed Northland Power Inc.'s Long-Term Issuer
Default Rating (IDR) at 'BBB'. Fitch has also affirmed the
company's preferred shares at 'BB+' and subordinated notes at
'BB+'. The Rating Outlook is Stable.
Northland's ratings reflect its stable cash flows generated from a
growing and increasingly geographically diverse asset portfolio of
long-term contracted renewable, thermal and utility assets, and its
low HoldCo-only leverage. Key weaknesses include moderate size and
geopolitical and construction risk at two of its largest offshore
wind projects under construction in Taiwan and Poland. With a
majority of cash flows derived from renewable energy, resource risk
associated with offshore wind is also a key consideration.
The rating assumes stable operational performance, predictable
resource availability, and Fitch's expectation that future growth
and acquisitions will be executed in a credit supportive manner.
Key Rating Drivers
Low HoldCo Leverage: Northland has strong credit metrics at the
HoldCo level with leverage expected to be between 1.0x and 2.0x in
2024-2026 as construction of current projects, future growth and
acquisitions are executed in a credit supportive manner. Strong
metrics provide financial flexibility as Northland continues to
grow and diversify operations globally. Fitch calculates credit
metrics on a deconsolidated basis as operating assets are financed
with non-recourse project debt.
Credit-Friendly Growth Financing: Northland has typically utilized
a mix of non-recourse project financing of the assets (65%-70%),
asset sell-down contributions plus common equity (15%), partner's
equity (10%) and, to a lesser extent, corporate debt and
pre-completion revenue to finance its growth plans. The company
manages development risk by partnering with regional players,
locking in construction and material costs through contractual
provisions, and using project financing structures that isolate
risks. The relatively low cash from operations compared with the
company's large capex needs leaves limited room for operational
underperformance or additional debt financing at the corporate
level, in case there are cost overruns.
Ongoing Construction Risk: With over 2.4 GW of capacity under
construction, Northland is highly exposed to political, regulatory,
and construction and permitting risk on multiple projects in its
development pipeline. Two offshore wind projects, Hai Long (1.02
GW) in Taiwan and Baltic Power (1.14 GW) in Poland, experienced
cost escalation mostly due to inflation and supply chain issues in
2023.
Total costs for both projects combined are expected to be over
CAD15 billion, which is CAD2 billion-CAD3 billion higher than
initial expectations. At this time, the projects are fully funded
with Northland's share of around CAD2.0 billion in equity
supplemented by around CAD10.8 billion in project debt, with the
remaining contributed by partners equity and pre-completion
revenues.
Variability in Parent-Only Cash Flow Likely: Parent-level FFO
declined in 2022 by about 60% from 2021 levels due to structural
and operational reasons, including discontinuation of operations at
thermal asset Iroquois Falls, the bearing replacement program at
Nordsee One and refinancing the Spanish portfolio. However, cash
flows recovered to near 2021 levels for full-year 2023.
This trend of volatility is likely to continue over the near term,
stabilizing at higher levels once Hai Long and Baltic Power start
contributing steady distributions, expected in 2026-2027. The cash
distributions from the EU projects and Colombian utility are
stabilized against foreign-exchange risk by Northland's foreign
currency hedges.
Contracted Cash Flows with Stable Counterparties: Northland derives
almost all of its cash flows from underlying power generation
projects, which are fully contracted with creditworthy
counterparties, resulting in strong cash flow visibility. The
weighted average remaining length of contract is about nine years
with an estimated average counterparty rating in the 'AA' category.
The contracts are largely set up to match the term of the debt and
structured to fully pay it off at most projects.
The contract terms are structured as power purchase agreements
(PPAs), feed-in tariffs, or contracts for differences, providing
steady and ratable earnings and cash flow. However, the company is
increasingly moving toward PPAs with corporate entities, which
Fitch believes could be weaker in credit quality with weaker
contractual terms, increasing the overall risk profile.
Smaller-Scale Diversified Asset Portfolio: Northland operates
around 3.2 GW, of which it owns 2.8 GW, of long-term contracted
generation capacity before any sell-downs, located largely in North
America and Europe. The generation capacity is spread across 16
major assets, which includes clusters of solar and onshore wind
facilities. The company also owns an electric utility in Colombia,
and large offshore wind projects are under construction in Poland
and Taiwan. Fitch believes exposure to Colombia is weaker than the
rest of the portfolio; however, this is expected to total less than
10% of total distributions over the next three years.
The sale of the Mexican solar assets improves the geographic mix
despite Mexico's 'BBB-' sovereign rating, due to the country's
relative political and economic volatility compared to North
America and the EU. The size of Northland's generation portfolio,
as measured by GW of capacity, is smaller than other rated peers in
the 'BBB' category. Northland is also exposed to concentration risk
as its top five projects are expected to account for about
two-thirds of distributions to the HoldCo in 2024, which will
moderate marginally as additional projects come online over the
forecast period.
Investment-Grade Project Financings: Northland structures most of
its non-recourse project debt to meet the investment-grade
standard. All of Northland's major projects have a restricted
payment test based on a minimum debt service coverage ratio (DSCR).
The top 13 projects have shown strong financial performance with an
average DSCR of roughly 1.6x over the past four years. Non-recourse
borrowings are largely structured to be fully paid off during the
contracted period, reducing refinancing risk. The offtakers are
comprised of government-related entities and utilities. Fitch
estimates that the underlying projects would likely have
investment-grade ratings if rated.
Derivation Summary
Fitch views Northland's rating as strongly positioned compared with
that of peer NextEra Energy Partners (NEP; BB+/Stable), but weaker
than Brookfield Renewable Partners L.P. (BEP; BBB+/Stable).
Northland's leverage, at between 1.0x and 2.0x for HoldCo-only FFO
leverage over the next three years, is the strongest in the peer
group. BEP and NEP's HoldCo-only FFO leverage is estimated to be in
the mid- to high 3.9x range over the next four years and around
4.9x over the next three years, respectively.
The larger relative generation capacity at BEP and longer relative
remaining contract duration is only partially offset by higher
relative leverage, accounting for the one-notch difference between
the IDRs of BEP and Northland. Compared to NEP, Northland has lower
leverage and higher counterparty quality offsetting its smaller
size.
BEP and NEP each own 26.0 GW and 5.9 GW of generation capacity,
respectively, and are larger than Northland, which owns 2.6 GW of
generation. Each entity derives its cash flows from underlying
projects that are contracted. Northland's operating assets have a
weighted average contract life of about nine years, which is lower
than its peers. BEP and NEP each have average contracted lives of
14 years.
Northland's refinancing risks at the project level are manageable
as a majority of the project level debt is scheduled to fully pay
down during the term of the contracts. Counterparty quality for
Northland's assets is stronger than its peers with an estimated
average rating in the 'AA' category, though it is likely to decline
as the assets under development are increasingly contracted with
corporate PPAs, as compared with sovereign funding mechanisms.
Fitch estimates BEP and NEP have an average counterparty profile of
approximately 'AA-' and 'BBB', respectively.
Key Assumptions
Fitch's key assumptions within the rating case for the issuer
include:
- Fitch has used a P50 generation case for its rating case
production assumption;
- Additional equity used to fund the development of various
offshore wind facilities under development in line with
management's assumptions;
- Project financings required for construction of various projects
are secured at terms in line with management's current
expectation;
- Acquisitions will be funded in a credit-friendly manner;
- None of the non-recourse project financing at the asset level is
treated as on-credit.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- A positive rating action is not anticipated in the near term
given the company's size and scale. However, Fitch may take
positive rating action if size and scale were to increase
significantly, while FFO leverage at the Holding Co., defined as
HoldCo-only debt to HoldCo FFO, was maintained below 2.0x.
Distribution payout is expected to be below 80% and over 90% of
cash flow continues to come from fully contracted projects.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Material increase in development costs and/or delays in the
project timelines;
- Inability to execute non-recourse project financings, asset sales
or equity issuances to fund growth such that Northland has to
deviate from the forecast capital structure;
- FFO leverage at the HoldCo above 3.0x on a sustained basis;
- A material increases in the concentration of earnings and cash
flows from emerging market economies;
- A decline in the percentage of contracted cash flows below 75%,
leading to greater cash flow volatility.
Liquidity and Debt Structure
Adequate Liquidity: As of June 30, 2024, Northland had CAD596
million in available capacity on its CAD1.0 billion syndicate
revolving facility and roughly CAD225 million of corporate cash on
hand. The syndicated revolving facility matures in September 2028.
As of June 30, 2024, the company also has a CAD150.0 million
bilateral credit facility with CAD16 million available and CAD400.0
million in export credit agency-backed letter of credit facilities
with CAD186 million available, each net of letters of credit
issuance. The bilateral facility expires in June 2026 and one of
the export credit agency-backed facilities expire in March 2025;
the other one has no maturity date.
The syndicated revolving facility has EBITDA leverage and interest
coverage based financial covenants. As of June 30, 2024, the
company was in compliance with its covenants, and Fitch expects it
to remain compliant over the near term.
Northland's corporate level debt consists of its CAD144.8 million
preferred shares and CAD500 million subordinated notes, which Fitch
ascribes equity credit of 50%. As of June 30, 2024, approximately
88% of Northland's consolidated debt was non-recourse project
debt.
Issuer Profile
Northland is an independent power producer based in Ontario,
Canada. It is a developer, builder, owner and operator of natural
gas and sustainable generation assets, particularly offshore wind,
where it is a leading global owner as measured by existing
production capacity.
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 Prior
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Northland Power Inc. LT IDR BBB Affirmed BBB
preferred LT BB+ Affirmed BB+
subordinated LT BB+ Affirmed BB+
NORTHSTAR GROUP: Moody's Affirms 'Ba2' CFR, Outlook Remains Stable
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Moody's Ratings affirmed the ratings of NorthStar Group Services,
Inc., including the B2 corporate family rating, B2-PD probability
of default rating and B2 rating on the backed senior secured first
lien term loan. The outlook remains stable.
RATINGS RATIONALE
NorthStar's ratings reflect its diverse operating model and good
technical capabilities in its specialty areas, including the
handling and disposal of hazardous waste. These factors make the
company well-positioned to capture future opportunities in the
nuclear plant deconstruction and decommissioning (D&D) market and
significant projects in its other core services of commercial and
industrial deconstruction (C&I) and coal ash remediation. The D&D
business is complemented by a high-value disposal facility that
enables vertical integration. Demand for the company's services is
partly driven by the compliance needs of customers to meet
increasingly stringent environmental regulations. The contractual
nature of services provides revenue visibility, especially with
contracted large multi-year projects that are underpinned by
longstanding customer relationships.
However, the company is facing revenue and margin headwinds from
its C&I business with cautious customers facing macroeconomic
pressures and weaker industrial activity, and from certain project
timing delays in its coal ash remediation business. Revenue and
cash flow will fluctuate due to the volatility of project work.
This includes variable timing in NorthStar's large volume of small
projects and the irregularity of large scale weather events in its
emergency response business. Nuclear D&D projects also fluctuate
with potential plant shutdowns and event driven work from limited
at-risk nuclear reactors. These projects take long to plan and are
vulnerable to delays or disruptions, making it crucial to have
multiple projects simultaneously and good liquidity. The D&D
business also poses considerable operational risk given sizeable
projects in a headline risk industry. Moody's anticipate a ramp in
activity from contracted large projects and recent business wins as
well as recurring work from existing smaller projects will drive
higher earnings and improve credit metrics over the next year.
Event risk is high with private equity control and a history of
debt funded dividends.
The stable outlook reflects Moody's expectation that the company's
mix of contracts across its core services will support improving
profitability into 2025, despite near term top line pressure. The
company is well positioned to capitalize on upcoming D&D projects
and future large projects in its commercial and industrial
deconstruction business. Moody's anticipate these factors will
drive EBITDA growth that supports debt-to-EBITDA of around 4.5x,
absent debt funded transactions that weaken the metrics, and
improve free cash flow over the next 12-18 months.
Moody's expect NorthStar to maintain adequate liquidity supported
by the company's unrestricted cash balance, adequate revolver
availability and positive free cash flow over the next year. The
company typically holds a modest amount of cash but has benefited
from incremental debt proceeds from its recent debt refinancing,
which boosted the cash balance to about $27 million at June 30,
2024. Reduced mandatory term loan amortization of $7.5 million
(1%) per year on the refinanced term loan will reduce the burden on
cash flow from the $33 million (5%) required under the previous
credit agreement. The $125 million ABL revolving credit facility,
expiring in 2029, had about $66 million available at June 30, 2024,
net of borrowings and letters of credit that support the company's
surety bonds and insurance programs. The ABL revolver has a
springing leverage covenant for fixed charge coverage of at least
1.0x, to be tested if the excess availability is less than the
greater of 10% of the line cap (facility size) or $10 million. The
term loan has a financial maintenance covenant for consolidated
total net leverage of 5x that is tested quarterly beginning
September 30, 2024.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded with deteriorating liquidity,
including weakening free cash flow and/or diminishing revolver
availability. A significant disruption in the performance on any
major contract or delay in the company's large, contracted projects
or failure to capture a good portion of upcoming D&D or
commercial/industrial deconstruction awards could also drive a
ratings downgrade. In addition, the ratings could be downgraded
with expectations of weakening operating performance, including
sustained margin erosion, debt-to-EBITDA remaining above 5x or
EBITDA-to-interest expense below 2.5x. A major accident related to
the handling of radioactive or hazardous material could also lead
to a ratings downgrade, as could debt funded dividends or
acquisitions that weaken the metrics or liquidity.
The ratings could be upgraded with accelerated and consistent
growth in margins and free cash flow, driven by an increase in
contract wins on upcoming nuclear plant D&D projects and commercial
deconstruction projects, such that debt-to-EBITDA is expected to
remain below 4x. A more conservative financial policy and the
maintenance of good liquidity would also be prerequisites to an
upgrade.
The principal methodology used in these ratings was Environmental
Services and Waste Management published in August 2024.
NorthStar Group Services, Inc. provides a range of environmental
services, including: commercial and industrial deconstruction;
nuclear decommissioning, deconstruction and waste disposal;
property damage response and restoration; and environmental coal
ash remediation and soil stabilization. The company also has a
disposal facility in West Texas operated under Waste Control
Specialists LLC (WCS), which processes, treats, stores and disposes
of radioactive and hazardous waste. Revenue was approximately $995
million for the twelve months ended June 30, 2024.
NORTHSTAR OFFSHORE: Defendants' Claimed Liens Unsecured, Court Says
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In the case captioned as NORTHSTAR OFFSHORE GROUP, LLC, Plaintiff,
VS. ACADIANA COATING & SUPPLY, INC., et al., Defendants, CASE NO:
16-34028 (S.D. Tex.), Judge Marvin Isgur of the United States
Bankruptcy Court for the Southern District of Texas granted
Northstar's motion for summary judgment in a dispute over statutory
mineral liens against certain properties it owned.
The record supports a finding that the claims of the remaining
defendants in the case subject to the motion are unsecured because
there is no value to support their claimed liens on the properties,
the Court concludes.
Northstar filed this adversary proceeding on September 27, 2017,
against 26 creditors that asserted allegedly secured claims against
Northstar. The Defendants asserted statutory mineral liens against
certain properties that Northstar owned prior to the bankruptcy and
either sold or retained through its plan of liquidation.
Northstar has settled its disputes with most of the original
Defendants. On December 19, 2019, Northstar filed a first amended
complaint against six remaining Defendants: Benton Energy Services
Co., Coastal Crewboats, Inc., Diverse Scaffold Solutions, LLC,
Stallion Offshore Quarters, Inc., Wood Group PSN, Inc., and NOV.
Northstar moves for partial summary judgment, arguing that the
claims held by the Remaining Defendants that pertain to locations
listed on Exhibit "A" are unsecured. Northstar's motion rests on
two principal arguments: (1) that there is no value in the
Undervalued Properties for a lien to attach; and (2) that any liens
on the Undervalued Properties held by the Remaining Defendants are
junior to other liens that substantially exceed the value of the
properties.
On November 5, 2020, Benton filed a Notice of Automatic Stay
explaining that an involuntary Chapter 11 petition had been filed
against it in the United States Bankruptcy Court for the Eastern
District of Louisiana. On December 10, 2020, the Court issued an
order staying the adversary proceeding until termination of the
automatic stay arising from Benton's bankruptcy. On May 5, 2021,
Northstar filed a Notice informing the Court of the dismissal of
Benton's case. On April 10, 2024, the Court entered an order
requiring the parties to submit a statement on the remaining issues
in this case. The parties filed the required statement, and
Northstar filed a revised proposed order on its motion for summary
judgment.
The Court now considers Northstar's motion for summary judgment
seeking findings against NOV. Northstar also has a pending motion
to exclude NOV's expert witness. Because no controversy exists
between Northstar and NOV, the motion to exclude and the motion for
summary judgment as to NOV are denied as moot, the Court holds.
A copy of the Court's decision and Exhibit A is available at
https://urlcurt.com/u?l=2Jx4Hw
About Northstar Offshore Group
Northstar Offshore Group, LLC, is an independent oil and gas
exploration and production company that focuses on acquisition and
recompletion, development drilling, and low-risk exploration in the
waters of the Gulf of Mexico.
Three creditors filed an involuntary Chapter 11 petition against
Northstar Offshore Group on Aug. 12, 2016. The petitioning
creditors are Montco Oilfield Contractors, LLC, Alliance Offshore,
LLC, and Alliance Energy Services, LLC. The creditors are
represented by DLA Piper (US) LLP.
On Dec. 2, 2016, the Debtor agreed to convert the involuntary case
to a voluntary case by filing a voluntary Chapter 11 petition
(Bankr. S.D. Tex. Case No. 16-34028). Lydia T. Protopapas, Esq.,
at Winston & Strawn LLP serves as the Debtor's legal counsel.
On Dec. 19, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired DLA
Piper LLP as legal counsel, and FTI Consulting, Inc., as financial
advisor.
NOVA LIFESTYLE: Hires Enrome to Replace WWC PC as Auditor
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Nova LifeStyle, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on Sept. 24, 2024, it
dismissed its independent accountant, WWC, P.C., effectively
immediately.
The reports of the independent registered public accounting firm of
WWC regarding the Company's financial statements for the fiscal
years ended Dec. 31, 2023 and 2022 did not contain any adverse
opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope, or accounting principles.
During the years ended Dec. 31, 2023 and 2022, and during the
subsequent interim period from the end of the most recently
completed fiscal year through Sept. 24, 2024, the date of
dismissal, there were no "disagreements" with WWC on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedures, which disagreements, if not
resolved to the satisfaction of WWC would have caused it to make
reference to such disagreement in its reports for such periods.
Furthermore, no "reportable events" occurred during the years ended
Dec. 31, 2023 and 2022, or subsequently up to Sept. 24, 2024.
On Sept. 24, 2024, the Audit Committee of the Board of Directors of
the Company, resolved to, and did, cause the Company to engage
Enrome LLP as the Company's independent auditor for the fiscal year
ending Dec. 31, 2024.
During the two most recent fiscal years ended Dec. 31, 2023 and
2022 and through the date the Company selected Enrome as its
independent registered public accounting firm, neither the Company
nor anyone on behalf of the Company consulted Enrome regarding any
accounting or auditing issues involving the Company, including (i)
the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial
statements, or (ii) any matter that was the subject of a
"disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K
of the Securities Exchange Act of 1934, as amended, and the related
instructions to Item 304 of Regulation S-K) or a "reportable event"
(as defined in Item 304(a)(1)(v) of Regulation S-K).
About Nova Lifestyle
Headquartered in Commerce, Calif., Nova LifeStyle, Inc. is a
distributor of contemporary styled residential and commercial
furniture incorporated into a dynamic marketing and sales platform
offering retail as well as online selection and global purchase
fulfillment. The Company monitors popular trends and products to
create design elements that are then integrated into the Company's
product lines that can be used as both stand-alone or whole-room
and home furnishing solutions. Through its global network of
retailers, e-commerce platforms, stagers and hospitality providers,
Nova LifeStyle also sells (through an exclusive third-party
manufacturing partner) a managed variety of high quality bedding
foundation components.
San Mateo, Calif.-based WWC, P.C., the Company's auditor since
2022, issued a "going concern" qualification in its report dated
April 12, 2024, citing that the Company incurred a net loss for the
years ended Dec. 31, 2023 and 2022, and the accumulated deficit
increased from $36.71 million to $44.43 million from 2022 to 2023.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.
ONE EDGE MARINA: Case Summary & Five Unsecured Creditors
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Debtor: ONE Edge Marina Finance Company LLC
159 Bridge Park Drive
Brooklyn, NY 11201
Chapter 11 Petition Date: September 26, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-44027
Judge: Hon. Elizabeth S Stong
Debtor's Counsel: Dawn Kirby, Esq.
KIRBY AISNER & CURLEY LLP
700 Post Road
Suite 237
Scarsdale, NY 10583
Tel: (914) 401-9500
E-mail: dkirby@kacllp.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Estelle Lau as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's five unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/XEBRCBY/ONE_Edge_Marina_Finance_Company__nyebke-24-44027__0001.0.pdf?mcid=tGE4TAMA
ONE FAT FROG: Assets Sale Proceeds to Fund Plan Payments
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One Fat Frog, Incorporated, filed with the U.S. Bankruptcy Court
for the Middle District of Florida a Plan of Liquidation dated
August 22, 2024.
The Debtor was the nation's largest food truck manufacturer and is
based in Orlando, Florida. The Debtor's principal place of business
is located at 1801 Boice Pond Road, Bldg 100, Ste 101, Orlando, FL
32837.
This Plan provides for: 5 classes of secured claims; 1 class of
unsecured claims; and 1 class of equity security holders.
Class 6 consists of the Allowed Unsecured Claims against the
Debtor. This Class is Impaired. Class 6 will include all deficiency
claims. In full satisfaction of the Allowed Class 6 Claims, holders
of such claims shall receive a pro rata distribution of the Causes
of Action, net of expenses. Upon the Effective Date, all Causes of
Action will be deemed transferred into the Liquidating Trust.
Class 7 consists of any and all equity interests and warrants
currently issued or authorized in the Debtor. This Class is
Impaired. Class 7 interests shall be fully extinguished on the
Effective Date.
The Debtor shall continue to exist only for the purposes of
consummating the Plan and closing the Sale. After substantial
consummation of the Plan and closing of the Sale, the Debtor shall
be dissolved pursuant to Florida Law.
Notwithstanding that the Debtor shall continue in existence, the
Debtor proposes to sell substantially all of the Debtor's assets.
The proceeds from said sale shall be used to pay, first, Allowed
Secured Claims; and, if there are funds remaining after the payment
of all Allowed Secured Claims in full, then the balance to the
Class 6 General Unsecured Creditors, pro rata.
A full-text copy of the Liquidating Plan dated August 22, 2024 is
available at https://urlcurt.com/u?l=1VZFTN from PacerMonitor.com
at no charge.
Counsel for the Debtor:
Jeffrey S. Ainsworth, Esq.
Cole B. Branson, Esq.
BransonLaw, PLLC
1501 East Concord Street
Orlando, Florida 32803
Telephone: (407) 894-6834
Facsimile: (407) 894-8559
E-mail: jeff@bransonlaw.com
E-mail: cole@bransonlaw.com
About One Fat Frog
One Fat Frog, Incorporated, is a food truck and trailer
manufacturer based in Orlando, Fla.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02620) on May 2,
2024, with $1 million to $10 million in both assets and
liabilities. Connie Baugher, president, signed the petition.
Judge Lori V. Vaughan presides over the case.
Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC, is the Debtor's
legal counsel.
ONE15 RESTAURANT: Case Summary & 15 Unsecured Creditors
-------------------------------------------------------
Debtor: ONE15 Restaurant, LLC
d/b/a Estuary at ONE15 Brooklyn Marina
159 Bridge Park Drive
Brooklyn, NY 11201
Business Description: The Debtor owns and operates a restaurant.
Chapter 11 Petition Date: September 26, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-44030
Judge: Hon. Elizabeth S Stong
Debtor's Counsel: Dawn Kirby, Esq.
KIRBY AISNER & CURLEY LLP
700 Post Road
Suite 237
Scarsdale, NY 10583
Tel: (914) 401-9500
Email: dkirby@kacllp.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Estelle Lau as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 15 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/3JNYAKY/ONE15_Restaurant_LLC__nyebke-24-44030__0001.0.pdf?mcid=tGE4TAMA
ONTARIO GAMING: S&P Alters Outlook to Negative, Affirms 'B' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on Ontario Gaming GTA L.P.'s
(OTG) to negative from stable. The negative outlook reflects the
risks that parent GCGC's credit profile could deteriorate, leading
to a negative rating action, and that could concurrently pressure
its ratings on OTG.
S&P said, "At the same time, we affirmed our 'B' issuer credit
rating on the company and 'B' issue-level rating on its term loan
and secured notes. We affirmed the '3' recovery rating on the debt,
reflecting meaningful recovery (rounded estimate: 50%) in an event
of default.
"We expect the EBITDA headwinds OTG faces to be temporary. OTG is
facing EBITDA headwinds owing to lackluster consumer discretionary
spending, which is affecting the industry and contributing to
delays in the ramp-up of its newly built casinos as well as softer
hotel occupancy in Toronto and Pickering. As a result, we revised
our EBITDA forecasts for fiscal 2025 (ending March 2025). We now
expect OTG's fiscal 2025 EBITDA to be lower in the mid-teens
percent area compared with our previous forecast.
"We similarly expect company's debt to EBITDA to weaken in the
mid-high 6x area from our previous expectations of about 6x. We
believe this softness in EBITDA is temporary and EBITDA will
recover next year as the macroeconomic situation in Canada improves
and consumer discretionary spending strengthens and as management
executes on its ramp up initiatives. As such, we expect OTG's debt
to EBITDA to improve to just below 6x in fiscal 2026 (ending March
2026), supported by our expectation for organic EBITDA growth.
"Our view of aggressive financial-policy and heavy debt load limits
its leverage cushion. Over the past years, financial sponsors
Apollo and Brookfield Asset Management pursued sizeable debt-funded
dividend transactions (including the most recent C$600 million
debt-financed dividend in February 2024) concurrent with the build
and ramp up of OTG casinos (Toronto and Pickering). These policy
decisions in our view are aggressive and reduce the financial
flexibility of the company.
"As of June 30, 2024, OTG had about C$2.2 billion of reported debt
(excluding lease liabilities). Considering the company's small
EBITDA scale, we believe its leverage is highly sensitive to
changes in EBITDA and could deteriorate further should financial
sponsors also pursue additional debt-funded policies during its
casino ramp-ups. Furthermore, amid a high interest rate
environment, uncertain macroeconomic conditions and the partially
fixed-cost nature of the business, its coverage ratios could
tighten if EBITDA growth stalls or is delayed beyond our base
case.
"The negative outlook reflects our view of the risk that the credit
profile of parent GCGC could deteriorate, which could negatively
affect our ratings on OTG."
S&P could lower its rating on OTG if it lowers its rating on GCGC
or OTG's standalone performance weakens. OTG's SACP could be
pressured if:
-- OTG underperforms our revised base-case forecast in the next 12
months due to continued weakness in discretionary spending by
consumers;
-- The ramp up of Toronto casino faces slower-than-expected EBITDA
growth; or
-- Management continues to pursue additional significant
debt-financed development or acquisitions or returns cash to
shareholders (excluding tax distributions) such that leverage
remains above 7x.
S&P could revise the outlook on OTG to stable if it revises its
outlook on GCGC to stable and OTG's operating performance and
credit measures remain in line with its expectations for the
current rating.
Governance factors are also a negative consideration, as is the
case for most rated entities owned by private-equity sponsors. S&P
believes the company's highly leveraged financial risk profile
points to corporate decision-making that prioritizes the interests
of the controlling owners. This also reflects generally finite
holding periods and a focus on maximizing shareholder returns.
OPPENHEIMER HOLDINGS: Moody's Affirms 'Ba3' CFR, Outlook Stable
---------------------------------------------------------------
Moody's Ratings has affirmed Oppenheimer Holdings, Inc.'s Ba3
corporate family rating and its Ba3 backed senior secured debt
rating. Oppenheimer's outlook remains stable.
RATINGS RATIONALE
The ratings' affirmation reflects the firm's solid, diverse
franchise, growing mix of recurring revenue, and relatively strong
debt leverage. The company's private client segment has performed
well over the past several years, aided by increased revenue
generated from advisory fees and higher interest rates. The firm's
favorable business diversification reduces its sensitivity to
inherently unpredictable macroeconomic variables, and allows it to
succeed in a variety of operating environments.
The ratings affirmation also reflects the credit positive planned
$113 million debt reduction [1], with the near-term negative
effects the paydown will have on the company's liquidity. With $33
million in available cash as of June 2024, Moody's expect
Oppenheimer will need to raise additional short-term funding via
secured bank loans or stock loans, or liquidate a portion of its
securities portfolio, in addition to its internal free cash flow
generation, to complete the redemption. Moody's also expect that it
is likely Oppenheimer will issue debt in the future of a similar
amount to pursue acquisitions or other growth opportunities.
The ratings also reflect challenges to Oppenheimer's capital
markets business, which is susceptible to significant cyclicality
and has resulted in volatile segment revenue and earnings. Primary
capital markets issuance volumes, especially in equity capital
markets slowed considerably after 2021. However, Moody's believe
Oppenheimer is well positioned to benefit should these markets
rebound. Oppenheimer's revenue has benefited from higher interest
rates since mid 2022, because it earns interest revenue on
uninvested client cash balances through its cash sweep program.
However, Oppenheimer does not use fixed rate agreements or interest
rate swaps to hedge its exposure to fluctuations in rates, making
this revenue source more vulnerable to lower rates, which Moody's
are expecting over the next two years.
The firm's Moody's Ratings-adjusted debt/EBITDA for the trailing
twelve months ended June 30, 2024 was strong at 1.9x, and had
improved from 3.1x for the trailing-twelve months ended June 30,
2023. This improvement was driven by the runoff of certain legal
costs, benefits from high interest rates and financial market
levels, and continued strong trading results. In Moody's measure of
debt, Moody's include Oppenheimer's lease liabilities, which were a
substantial $173 million. On October 10, Oppenheimer plans on
redeeming all of its $113 million outstanding senior secured
notes.
Oppenheimer's Ba3 backed senior secured rating is at the same
rating level as its Ba3 CFR, given that Oppenheimer does not have
any other debt or debt-like obligations in its capital structure,
except for lease obligations.
Oppenheimer's stable outlook is based on Moody's expectation that
it will continue to benefit from its diversified business mix,
growing advisory revenue, while also experiencing revenue and
earnings volatility in its capital markets segment and revenue
declines from Moody's expectation of lower interest rates over the
next two years.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade Oppenheimer's ratings should it achieve
sustainable revenue growth during periods of lower capital markets
activities. A sustained improvement in risk management and controls
could also lead to an upgrade.
Moody's could downgrade Oppenheimer's ratings should it make a
debt-funded acquisition, particularly if such an acquisition is
outside of its core competencies or into higher-risk business
activities. Revenue and profitability declines that lead to a
worsening in Moody's Ratings-adjusted debt leverage ratio to above
3.5x on a sustained basis or any significant new risk management
failure or litigation costs that damage its franchise could also
lead to a downgrade.
The principal methodology used in these ratings was Securities
Industry Service Providers published in February 2024.
ORCHID MERGER II: Moody's Lowers Bank Credit Loans to 'Caa2'
------------------------------------------------------------
Moody's Ratings downgraded the ratings on the backed senior secured
bank credit facilities issued by Orchid Merger Sub II, LLC
consisting of a $50 million revolving credit facility and a $400
million term loan B (-290 million outstanding as of June 30, 2024)
to Caa2 from B3. Moody's also withdrew all of System1, Inc.'s
ratings, including the company's B3 corporate family rating, and
B3-PD probability of default rating. In addition, Moody's changed
System1, Inc.'s outlook to rating withdrawn from stable and
withdrew the SGL-2 speculative grade liquidity rating.
Concurrently, Moody's assigned to S1 Holdco, LLC (S1 Holdco, an
indirect subsidiary of System1, Inc.) a Caa2 corporate family
rating (CFR) and Caa2-PD probability of default rating (PDR). The
outlooks for S1 Holdco and Orchid Merger Sub II, LLC are negative.
The withdrawals follow the corporate reorganization announced in
August 2024, whereby System1 Holdings, LLC, was formed as a
direct subsidiary of System1, Inc. (ultimate parent) and now
directly holds 100% of S1 Holdco. As a result and in the absence
of guarantees from System1, Inc. and / or System1 Holdings, LLC to
S1 Holdco, Moody's withdrew the CFR and PDR from System1, Inc. and
assigned a CFR and PDR to S1 Holdco, the guarantor and filer of the
financial statements that includes the borrowing group (Orchid
Merger Sub, II, LLC).
The downgrade of the credit facility rating and assignment of the
Caa2 CFR primarily reflects (i) the transfer of collateral from the
borrowing group (Orchid Merger Sub II, LLC), which resides
underneath S1 Holdco to an unrestricted subsidiary, significantly
reducing the security package the existing lenders enjoy and (ii)
the weak financial performance and highly elevated leverage of the
borrower group. As part of the reorganization announced in August
2024, certain assets representing around 20% of revenue and much
more in gross profits were moved from S1 Holdco (parent of the
borrowing group) to S1 Media LLC, a newly formed unrestricted
subsidiary. Together these risks and the transfer of material
collateral to an unrestricted subsidiary raise the possibility of a
distressed debt exchange, especially given System1, Inc.'s weak
equity valuation and low debt trading levels.
RATINGS RATIONALE
S1 Holdco's (the company) Caa2 CFR reflects the company's small
revenue scale, very high leverage, vulnerability to economic
cycles, and recent operating challenges. Revenue at S1 Holdco (pro
forma for the divestiture of Total Security in Q3 2024) have been
declining since 2023, Moody's believe in part due to changes in
Google's algorithm affecting the performance of its SEM vertical.
While, Moody's believe that the negative impact from the algorithm
change and declines in revenue and profitability will largely be
absorbed in 2024, Moody's do not expect a significant recovery in
profitability and liquidity in 2025. Moody's rating also accounts
for the company's (i) proven value proposition of providing an
end-to-end-customer acquisition marketing platform designed around
a performance-based revenue model, and (ii) long term growth
opportunities from the continued secular shift away from
traditional media towards digital advertising.
As of June 30, 2024, S1 Holdco had around $76 million of cash and
full availability under the company's $50 million senior secured
revolving credit facility expiring in January 2027. Moody's expect
free cash flow to be negative 10 million in 2024 on a consolidated
basis.
The company's senior secured revolving credit facility is subject
to a springing maximum first lien leverage covenant equal to 5.4x
with no step-downs. As of June 30, 2024 the company was in
compliance with the maximum leverage test. The company's term loan
facility is covenant light.
S1 Holdco's ESG Credit Impact Score is CIS-5 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 for issuers
scored CIS-4. The score reflects the company's aggressive financial
policy, very elevated leverage, and history of delayed financial
reporting, internal control weaknesses, and the recent removal of
material collateral securing debt obligations from underneath the
borrowing group.
The negative outlook reflects Moody's expectation for (i) weaker
than expected operating performance and limited visibility as to
when revenue and EBITDA will meaningfully turn around, and (ii)
increased financial risk (including the heightened possibility of a
distressed exchange) given that leverage is higher than previously
projected and the collateral package has been weakened.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating could be upgraded if the company demonstrates growing
revenue and EBITDA, and reduces total debt-to-EBITDA (inclusive of
Moody's adjustments) to below 7.0x on a sustained basis, free cash
flow turns positive, and the company improves its liquidity profile
and collateral package.
The rating could be downgraded if the company's operating
performance and liquidity deteriorates, the company's expected
growth stalls and free cash remains negative (as calculated by us),
or Moody's view on the likelihood of a default increases.
S1 Holdco, LLC is an omni-channel customer acquisition marketing
platform that owns and operates a portfolio of digital media
properties.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
PANZER BUILDING: Unsecureds Will Get 10% in 651 West's Plan
-----------------------------------------------------------
651 West 169th Lender LLC filed with the U.S. Bankruptcy Court for
the Southern District of New York a Disclosure Statement describing
Chapter 11 Plan for Panzer Building Corp., dated August 23, 2024.
The Debtor owns the real property at 651 West 169th Street, New
York, New York a/k/a 226/230 Fort Washington Avenue, New York, New
York (the "Property").
The Property is a five-story building with about 20 residential
apartments and 2 commercial units. The Debtor scheduled the
Property with an $8,000,000 value, but the Proponent believes that
amount is high based upon a known a potential $6,500,000 stalking
horse bid.
The Property is subject to the Mortgagee's foreclosure action,
Index No. 725426/2020 pending in the Supreme Court of New York
County (the "Foreclosure"). A receiver was appointed under a
February 28, 2023 order. The Debtor's petition shows $419,000 of
unpaid real estate taxes, a $230,000 York State Department of
Finance claim, and $18,000 of vendor claims for a total of $248,000
of general unsecured claims.
The Debtor failed to even acknowledge the Proponent's request for
comments to the Proponent's proposed $6,500,000 stalking horse
purchase agreement with BSM Properties, LLC, an unrelated third
party.
Class 4 consists of General Unsecured Claims. Claims scheduled for
$248,000. Class 4 also includes any Class 2 deficiency Claim.
Payment of available cash up to Allowed Amount of Class 4 Claims,
after payment of Administrative Claims, Priority Claims, Class 1,
2, and 3 Claims. In the event insufficient cash is available for
Class 4 Claims after payment of senior claims, then each Holder of
a General Unsecured Claim shall be paid its pro-rata share of a
$25,000 distribution fund.
To the extent necessary, such fund will be funded by the Class 2
Claimant, as set forth in the Class 2 treatment section of the
Plan. The Class 2 Claimant shall also subordinate payment of its
Class 4 claim to payment in full of all other Class 4 Claims. The
Class 2 Claimant shall retain its right to vote as a class 4
Claimant. The Proponent estimates at least a 10% recovery to
creditors entitled to distribution from the $25,000 based upon
currently existing legitimate scheduled and filed Claims. This
Class is impaired.
Class 5 consists of Equity Interest Holders. Payment of available
cash after payment of Administration Claims, Priority Claims, Class
1, 2, 3 and 4 Claims. This Class is impaired and entitled to vote
to accept or reject the Plan.
Payments under the Plan will be paid from the Property sale
proceeds, the Debtor's and Receiver's Cash on hand, and any Cash
contributed with a credit bid. The sale of the Property shall be
implemented under section 363 of the Bankruptcy Code pursuant to
the Bidding and Auction Procedures.
Prior to or on the Effective Date, the Property shall be sold to
the Purchaser free and clear of all Liens, Claims, and
encumbrances, with any such Liens, Claims, and encumbrances to
attach to the Property Sale Proceeds, and disbursed in accordance
with the provisions of this Plan. For mortgage recording tax
purposes, the mortgagee may permit an assignment of its mortgage in
connection with the sale of the Property under the Plan.
The Property shall be sold subject to entry of a Bankruptcy Court
order (i) approving the sale; (ii) providing, inter alia, that the
Purchaser is a good faith purchaser; and (iii) providing that the
sale of the Real Property shall be free and clear of all liens,
claims, encumbrances and interests with any such liens, claims and
encumbrances to attach to the sale proceeds, and to be disbursed
under the Plan.
In general, the Sale and Auction Procedures provide for a sale of
the Property at an auction sale to be conducted on a date to be
announced at the offices of Backenroth Frankel & Krinsky, LLP, 488
Madison Avenue, New York, New York 10022. The Property shall be
sold "as is." Bidding shall be limited to all cash offers, the
minimum opening bid shall be $6,550,000, and bidding shall be
increments of $20,000.
A full-text copy of the Disclosure Statement dated August 23, 2024
is available at https://urlcurt.com/u?l=1NpX7p from
PacerMonitor.com at no charge.
Attorneys for the Plan Proponent:
Mark A. Frankel, Esq.
BACKENROTH FRANKEL & KRINSKY, LLP
488 Madison Avenue 23rd Floor
New York, New York 10022
Telephone: (212) 593-1100
Facsimile: (212) 644-0544
About Panzer Building
Panzer Building Corp. owns a mixed-used apartment building located
at 651 West 169th Street, New York, NY. The Property is located in
the immediate vicinity of Columbia Presbyterian Hospital and is
improved by a five-story elevator building with 20 residential
apartments and two commercial stores, including a Subway fast food
restaurant and Premier Deli.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-11924) on Dec. 4,
2023, with $8,064,000 in assets and $6,660,619 in liabilities.
Nancy J. Haber, authorized representative, signed the petition.
Judge John P. Mastando III presides over the case.
Kevin Nash, Esq., at GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP, is the
Debtor's legal counsel.
POST HOLDINGS: Moody's Rates New Senior Unsecured Notes 'B2'
------------------------------------------------------------
Moody's Ratings assigned a B2 rating to Post Holdings, Inc.'s
proposed senior unsecured notes offering, which includes the
expected issuance of $500 million senior unsecured notes due 2034.
All other ratings are unchanged, consisting of the company's B1
Corporate Family Rating, B1-PD Probability of Default Rating, Ba1
senior secured debt ratings, and B2 senior unsecured debt ratings.
The outlook is stable and there is no change to the company's SGL-1
speculative-grade liquidity rating.
Proceeds from the offering will be used to redeem, on or after
December 1, 2024, the $465 million outstanding balance on the
5.625% senior unsecured notes due 2028, cover transaction related
fees and redemption premiums, and to the extent there are any
remaining net proceeds, add cash to the balance sheet for general
corporate purposes.
The proposed financing transaction is credit positive because it
will extend Post's maturity profile and further bolster the
company's already very good liquidity. The $1.0 billion revolver
remains fully undrawn after the August 2024 issuance of $1,200
billion senior unsecured notes. The proceeds from that issuance
were used to repay the outstanding revolver balance, redeem a
portion of the 2028 notes, and add cash to the balance sheet.
Following the proposed transaction, Post's balance sheet cash will
be approximately $750 million as of June 30, 2024 (pro forma for
the August 2024 financing transactions and the proposed
transaction), providing liquidity and flexibility to pursue
acquisition opportunities. The transaction does not affect the
company's existing ratings because the proposed transaction is
leverage neutral as gross debt/EBITDA is expected to remain
unchanged at 5.4x (on Moody's adjusted basis, pro forma for the
August 2024 financing transactions and the proposed transaction)
for the 12 month period ended June 30, 2024. Additionally, leverage
remains within Moody's expectations for the rating and Moody's
expect the company to continue to generate strong free cash flow
over the next 12 months.
RATINGS RATIONALE
Post's B1 CFR reflects the good free cash flow generated from a
diversified portfolio of packaged food products and its aggressive
financial policy including a growth-through-acquisitions strategy,
comfort with high financial leverage, and large share repurchase
program. Certain categories tend to be mature with some, such as
cereal, experiencing modest long-term declines that create growth
challenges for the firm and can lead to acquisition event risk as
the company expands the portfolio. The acquisitive strategy and
portfolio shifting creates some uncertainty about the asset base
and thus the overall business risks. Share repurchases weaken the
credit profile but are more discretionary than dividends. Post does
not pay a dividend and the company can redirect free cash flow to
repay debt and reduce leverage following acquisitions or periods of
earnings weakness. The company's credit profile is supported by
growing scale and good product diversity, solid brand equities in
high margin product categories, strong free cash flow and very good
liquidity. The free cash flow provides good reinvestment
flexibility and the ability to repay debt.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The stable outlook reflects Moody's expectation that despite recent
improvements, Post will continue to maintain high financial
leverage over the next 2-3 years because of its growth by
acquisition strategy and large share repurchase program. In the
absence of acquisitions, Moody's expect debt/EBITDA leverage to be
maintained at a low-to-mid 5x (on Moody's adjusted basis) range
over the next 12-18 months. Moody's project Post will generate more
than $350 million of free cash flow over the next 12 months and
maintain very good liquidity, and that following leveraged
acquisitions, the company would apply free cash flow to debt
repayment.
A rating upgrade could occur if organic sales growth is good, the
operating profit margin remains stable, free cash flow remains
strong and the financial policy is consistent with sustaining
debt/EBITDA below 5.5x.
A rating downgrade could occur if operating performance
deteriorates because of factors such as market share losses,
pricing pressure or cost increases, debt/EBITDA is sustained above
6.5x, or if free cash flow or liquidity deteriorate.
PRINCIPAL METHODOLOGY
The principal methodology used in this rating was Consumer Packaged
Goods published in June 2022.
COMPANY PROFILE
Based in St. Louis, Missouri, Post Holdings, Inc. manufactures,
markets, and distributes branded and private label food products in
categories including RTE cereal, retail and foodservice egg and
potato products, and retail side dishes, sausage, cheese and other
dairy and refrigerated products. The company also added a portfolio
of branded and private label pet food products following the
acquisition of a portion of The J.M. Smucker Company's ("Smucker")
pet food business in April 2023. Some of the company's well-known
brands include Honey Bunches of Oats, Pebbles, Weetabix, Alpen,
Peter Pan, Papetti's, Abbotsford Farms, Egg Beaters, Simply
Potatoes, Bob Evans, and Crystal Farms. Pet food brands include
Rachael Ray Nutrish, Nature's Recipe, 9Lives, Kibbles 'n Bits and
others. The company is publicly-traded under the ticker "POST".
Revenue for the 12 months ended June 30, 2024 was $7.9 billion.
PROG HOLDINGS: Moody's Affirms 'B1' CFR, Outlook Remains Stable
---------------------------------------------------------------
Moody's Ratings has affirmed the B1 corporate family rating and B1
senior unsecured rating of PROG HOLDINGS, INC. (Prog). Prog's
outlook was maintained at stable.
RATINGS RATIONALE
The ratings affirmation reflects Prog's solid franchise as a
provider of point-of-sale lease-to-own solutions, solid
capitalization and strong profitability. Its franchise is
reinforced by its vast network of third-party merchant partners,
including exclusive long-term agreements with some of the nation's
largest retailers. This has supported Prog's origination volumes
and revenue. However, Prog's inherent reliance on and significant
concentration in these partnerships poses moderate credit risk.
The ratings affirmation also reflects Prog's elevated asset risk
associated with its focus on serving non-prime consumers. This
focus has resulted in weak asset quality metrics and heightened
exposure to macroeconomic conditions that affect consumer demand
and payment behavior. Asset quality challenges are partially
mitigated by the company's flexible lease origination technology
and its track record of quickly tightening underwriting standards
amid weaker portfolio performance.
Prog's capitalization is solid, but Moody's believe improvements
are unlikely because of the company's shareholder-friendly
financial policies, resulting in elevated distributions exceeding
the company's earnings in most periods. In Q2 2024, the company
paid its first quarterly dividend since 2020.
The B1 senior unsecured rating is based on the volume and priority
of unsecured debt compared to other debt obligations in the
company's liability structure. As of June 30, 2024, Prog had $600
million senior unsecured notes outstanding and no outstanding
balance on its $350 million senior secured revolving credit
facility. Prog has not drawn on its secured revolver since Q4 2021,
and Moody's assume that the company has minimal appetite for
issuing secured debt, which supports the B1 senior unsecured
rating. Any indication that Prog plans to issue a significant
amount of secured debt on a sustained basis could lead to a
downgrade of the senior unsecured rating.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade Prog's ratings if the firm diversifies its
income and funding sources while maintaining strong profitability
and improved capitalization without increasing its risk appetite.
Moody's could downgrade Prog's ratings if the company's franchise
deteriorates due to a loss of retail partnerships, reputational
damage, or other incidents that materially affect Prog's financial
condition or operating results. Prog's ratings could be downgraded
if there is a material deterioration in capital, profitability
and/or liquidity, or if regulatory change threatens the
profitability or viability of its business model. Furthermore,
issuance of secured debt could reduce availability of unencumbered
assets for unsecured note holders and lead to a downgrade of Prog's
senior unsecured rating.
The principal methodology used in these ratings was Finance
Companies published in July 2024.
PURE PRAIRIE POULTRY: Hits Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Mark Pitz of KChANews reports that less than two weeks after they
were investigated for possible animal cruelty, Pure Prairie Poultry
(PPP) in Charles City has filed for Chapter 11 bankruptcy.
PPP filed a petition, signed by CFO George Peichel, with the U.S.
Bankruptcy Court for the District of Minnesota on Friday,
September 20, 2024. According to the petition, the company has
between 200 and 999 creditors, assets estimated between $50 million
and $100 million, and liabilities estimated between $100 million
and $500 million.
On PPP's list of its 20 biggest creditors holding unsecured claims
is the City of Charles City, owed over $500,000, and MidAmerican
Energy, owed over $300,000. They are also almost $2 million in debt
to Masterson's Staffing, based in Minneapolis and with an office in
Charles City, and over $2.4 million to Tri-State Poultry, which
supplies much of the equipment for the chicken processing
facility.
The company is also seeking immediate access to post-petition
financing of $15 million in "DIP financing" in order to ensure
continued operations during this case as it implements a sale
process. PPP states that without the non-revolving line of credit,
they will "lack sufficient liquidity to ensure uninterrupted
operations. Any cessation in operations will, in turn, likely
result in immediate liquidation, the loss of more than 138 jobs and
severe losses for vendors, customers and creditors."
An expedited hearing on their PPP's petitions has been scheduled
for 3 pm this Wednesday (09.25) in Minneapolis.
Earlier this month, Pure Prairie Poultry's methods of slaughtering
chickens was questioned by USDA officials who were notified of
possible infractions by PETA, who based their allegations on claims
by "whistleblowers" who worked at PPP. The company acknowledged
there were some issues with their procedures and they were working
with the USDA to avoid problems in the future.
Pure Prairie Poultry, initially called Pure Prairie Farms,
relaunched the plant, formerly owned by Simply Essentials, in
November 2022.
About Pure Prairie Poultry
Pure Prairie Poultry 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.
Pure Prairie Poultry sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Miss. Case No. 24-32426) on Sept. 20,
2024. In the petition filed by George Peichel, as chief financial
officer, the Debtor reports estimated assets estimated between $50
million and $100 million, and estimated liabilities estimated
between $100 million and $500 million.
The Honorable Bankruptcy Judge Katherine A. Constantine handles the
case.
The Debtor is represented by:
James M. Jorrisen, Esq.
TAFT STETTINIUS & HOLLISTER LLP
80 South Eighth Street
Minneapolis, MN 55402
Tel: 612-977-8575
Email: jjorissen@taftlaw.com
QLIK PARENT: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed the 'B+' Long-Term Issuer Default Rating
(IDR) for Qlik Parent, Inc. and Project Alpha Intermediate Holding,
Inc. (collectively dba Qlik Technologies). The Rating Outlook is
Stable. Fitch has also affirmed the 'BB+'/'RR1' rating to Qlik's
$200 million secured revolving credit facility (RCF) and $2.4
billion first-lien secured term loan. Project Alpha Intermediate
Holding, Inc. is the issuer of debt.
The ratings are supported by Qlik's and Talend's industry-leading
software solutions for enterprise data integration, data
management, analytics, data visualization, business intelligence
and automation applications. The company's growth strategy and
private equity ownership could limit deleveraging despite the FCF
generation projected for the company. Fitch expects the company to
prioritize tuck-in acquisitions as part of its growth strategy over
accelerated deleveraging. Fitch estimates Qlik's credit metrics to
be consistent with 'B+' enterprise software peers through the
forecast period.
Key Rating Drivers
Moderate Financial Leverage: Fitch estimates Fitch-adjusted gross
leverage between 4x-5x through the rating horizon with capacity to
delever supported by FCF generation. However, given the private
equity ownership that is likely to prioritize growth and ROE, Fitch
believes accelerated debt repayment is unlikely. Fitch expects
capital to be used for acquisitions to accelerate growth or for
dividends to equity owners with financial leverage remaining at
moderate levels.
Industry Tailwind Supports Growth: Qlik's products address
enterprise customers' needs to analyze large amounts of real-time
operational data and convert to actionable business intelligence.
The increasing digitalization of workflow across all industries
generates exponential growth in amount of operational data that
requires analytics and visualization tools that offer insights.
Data analysis and data visualization tools that provide real-time
insights could provide customers with actionable business
intelligence that improve operating performance.
High Levels of Revenue Retention: The company has undergone a
transition from perpetual license to subscription revenue structure
resulting in greater operating visibility. Subscription revenue
contribution increased to over 70% of total revenue in 2023 and
over 75% in 1Q 2024, up from approximately 30% in 2020. Aggregated
with maintenance revenue, recurring revenue represented over 90% of
total revenue since 2021. Gross retention rate of over 90% and net
retention rate of over 100% provide significant visibility into
future revenue streams. Through the revenue structure transition,
Qlik has consistently grown its ARR reflective of a growing
recurring revenue base.
Significant Customer Diversification: Qlik has a highly diversified
customer base of over 30,000 that spans industry verticals
including pharmaceutical, utilities, financial services, retail,
manufacturing, and health care. Fitch estimates approximately 60%
of revenue is derived from enterprise customers. The diverse
customer base effectively minimizes idiosyncratic risks that are
associated with individual industry verticals and should reduce
revenue volatility for Qlik.
Forex Exposure: Approximately 55% of Qlik's revenue is derived from
non-U.S. dollars. This exposes the company to forex fluctuations as
demonstrated in 2022. While the company has been able to adjust
local currency pricing in response to forex fluctuations,
short-term impact in a rapidly changing forex environment should be
expected.
Rebounding Profitability from Temporary Dip: In Fitch's view, the
2022 operating weakness was the result of a combination of revenue
model transition and a strong U.S. dollar as an estimated 55% of
the company's revenue is derived from foreign currencies. The
company has since expanded EBITDA margins above historical levels
Qlik executed on operational optimization along with Talend
integration. In addition, Qlik has been able to adjust local
currency pricing in response to the strong U.S. dollars.
Technology Disruption Risk: While Qlik's product portfolio
encompasses the entire data lifecycle within its customers'
operating environments, the increasing maturity of generative
artificial intelligence (AI) could pose potential risk to Qlik's
product offerings. However, as Qlik's products are integrated
within customers' operating workflows, replacing Qlik with AI may
involve significant switching cost. In Fitch's view, such risk may
be low in the foreseeable future.
M&A Central to Product Strategy: Qlik made a number of acquisitions
in its effort to expand technology and product platform. These
acquisitions included Industrial CodeBox, Idevio, Podium Data,
Attunity, Crunch Data, RoxAI, Knarr, Blendr.io, NodeGraph, and Big
Squid. In May 2023, the company completed its acquisition of
Talend, a Thoma Bravo portfolio company that provides complementary
data integration and data quality services to Qlik's existing
product offerings. The company is executing on synergies and
cross-sell opportunities as a result of the Talend acquisition.
Since the close of the acquisition, Qlik has actioned on a
substantial portion of planned operational optimization through 1Q
2024. Fitch believes M&A remains a central growth strategy to
acquire new technologies. Despite the acquisitive nature of the
company, its Fitch-adjusted gross leverage has historically
remained below 5x with the exception of 2022 when the company
experienced a number of transitory factors that depressed
profitability.
Derivation Summary
Qlik is a leader in the niche market of mission-critical software
solutions that provide enterprises with data solutions that
encompass the full range of data lifecycle. Product coverage
includes data aggregation, data analysis, data visualization, and
automated response. Product implementation typically involves deep
integration within the customers' workflows. This results in a
highly sticky customer base due to high switching costs. Qlik's
recurring revenue represents over 90% of total revenue and net
retention rates have sustained over 100% in recent years. It serves
over 30,000 customers in over 100 countries with no meaningful
customer concentration.
The Business Intelligence & Analytic Tools market and the Analytic
Data Management & Integration Platforms market are projected to
grow in the high-single-digits CAGR. Qlik's strong position within
the niche market that extends to include data, insights, and
automation should enable the company to maintain growth that is
consistent with industry growth. Offsetting the secular growth
trajectory, Qlik's global nature of revenue generation exposes its
operating performance to forex fluctuations. However, such impact
tends to be short-term as the company has the capacity to adjust
local currency pricing in response.
Qlik's operating environment, market position, recurring revenue,
revenue retention and financial structure are consistent with other
'B+' rated enterprise software companies including Qualtrics
(B+/Stable) and ConnectWise (B+/Stable). Qlik compares strongly
against 'B' rated software peers including Ivanti Software
(B/Stable) and Imprivata (B/Stable).
Key Assumptions
Fitch's Key Assumptions Within the Rating Case for the Issuer
- Organic revenue growth in the low to mid-single-digits;
- Fitch-adjusted EBITDA margins expand to the low-40's due to
realized operational optimization from the Talend acquisition;
- Capex intensity less than 1% of revenue;
- Debt repayment limited to mandatory amortization;
- Aggregate acquisitions of $450 million through 2027;
- No dividend payments through 2027.
Recovery Analysis
KEY RECOVERY RATING ASSUMPTIONS
- The recovery analysis assumes that Qlik would be recognized as a
going concern in bankruptcy rather than liquidated;
- Fitch has assumed a 10% administrative claim.
Going-Concern (GC) Approach
- Fitch assumed a distress scenario where capital misallocation
results in unsustainable capital structure. This could be a result
of significant increase in debt for M&A or dividends;
- In such event Fitch expects Qlik's highly recurring revenue base
and profitability to only suffer manageable degradation due to the
products' deep integration within its customers' operations. Fitch
assumes due to competitive pressures, revenue suffers a 10%
reduction resulting in a GC EBITDA of $425 million, approximately
20% lower than the 2024 forecasted Fitch-adjusted EBITDA, pro forma
for the Talend acquisition.
- Fitch assumes that Qlik will receive going-concern recovery
multiple of 7.0x. The estimate considers several factors, including
the highly recurring nature of the revenue, the high customer
retention, the secular growth drivers for the sector, the company's
strong FCF generation and the competitive dynamics. The Enterprise
Value (EV) multiple is supported by:
- The historical bankruptcy case study exit multiples for
technology peer companies ranged from 2.6x to 10.8x;
- Of these companies, five were in the Software sector: Allen
Systems Group, Inc -8.4x; Avaya, Inc. - 2023: 7.5x,2017: 8.1x;
Aspect Software Parent, Inc. - 5.5x, Sungard Availability Services
Capital, Inc. - 4.6x & Riverbed Technology Software: 8.3x;
- The highly recurring nature of Qlik's revenue and mission
critical nature of the product support the high-end of the range.
- Fitch arrived at an EV of $2.98 billion. After applying the 10%
administrative claim, adjusted EV of $2.68 billion is available for
claims by creditors.
RATING SENSITIVITIES
Factors That Could, Individually or Collectively, Lead to a
Positive Rating Action/Upgrade
- Fitch's expectation of Fitch-adjusted EBITDA leverage sustaining
below 4.0x;
- (CFO-Capex)/Debt ratio sustaining near 10%;
- Organic revenue growth sustaining above the high single digits.
Factors That Could Individually or Collectively, Lead to a Negative
Rating Action/Downgrade
- Fitch's expectation of Fitch-adjusted EBITDA leverage sustaining
above 5.5x;
- (CFO-Capex)/Debt ratio sustaining below 7%;
- Organic revenue growth sustaining near or below 0%.
Liquidity and Debt Structure
Adequate Liquidity: The company's liquidity is projected to be
ample, supported by its FCF generation and an undrawn $200 million
RCF at end of 1Q 2024, and readily available cash and cash
equivalents. Fitch forecasts Qlik's normalized FCF margins to
remain above 10% supported by Fitch-adjusted EBITDA margins
expanding to the near 40% range.
Debt Structure: Qlik's debt consists of a first lien $2.4 billion
term loan (2030 maturity) and an undrawn $200 million first lien
secured revolver (2028 maturity). Given the recurring nature of the
business and ample liquidity, Fitch believes Qlik will be able to
make its required debt payments.
Issuer Profile
Qlik Technologies is a data lifecycle solutions platform for data
aggregation, analytics, visualization, and automation applications.
The company has over 30,000 customers in over 100 countries. Its
products are used to aggregate available data from across the
organization and to provide real-time actionable business
intelligence to users.
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
----------- ------ -------- -----
Qlik Parent, Inc. LT IDR B+ Affirmed B+
Project Alpha
Intermediate
Holding, Inc. LT IDR B+ Affirmed B+
senior secured LT BB+ Affirmed RR1 BB+
RAYANI HOLDINGS: Seeks Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Rayani Holdings LLC filed Chapter 11 protection in the Eastern
District of California. According to court filing, the Debtor
reports $4,736,040 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 22, 2024 at 1:30 p.m.
About Rayani Holdings LLC
Rayani Holdings LLC owns 8.4 acres located in Lincoln, CA being
subdivided from two to six parcels zoned for commercial use. The
property is valued at $7.5 million based on management's review.
Rayani Holdings LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Cal. Case No. 24-24147) on September
17, 2024. In the petition filed by Hooshang Fazeli, as managing
member, the Debtor reports total assets of $7,527,277 and total
liabilities of $4,736,040.
The Honorable Bankruptcy Judge Ronald H. Sargis handles the case.
The Debtor is represented by:
Stephen Reynolds, Esq.
REYNOLDS LAW CORPORATION
PO Box 73379
Davis CA 95617
Tel: 530-297-5030
E-mail: sreynolds@lr-law.net
RE-TRON TECHNOLOGIES: Commences Subchapter V Bankruptcy
-------------------------------------------------------
Re-Tron Technologies Inc. filed Chapter 11 protection in the
District of New Jersey. According to court documents, the Debtor
reports $2,319,994 in debt owed to 1 and 49 creditors. The petition
states funds will not be available to unsecured creditors.
About Re-Tron Technologies Inc.
Re-Tron Technologies Inc. is an integrated energy system technology
company.
Re-Tron Technologies Inc. sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No.
24-19193) on Sept. 17, 2024. In the petition filed by Andrew
Latham, as president, the Debtor reports total assets of $476,313
and total liabilities of $2,319,994.
The Debtor is represented by:
Michael E. Holt, Esq.
FORMAN HOLT
365 Passaic Street, Suite 400
Rochelle Park, NJ 07662
Tel: (201) 845-1000
Email: mholt@formanlaw.com
RED RIVER: Court Denies Bid to Move Talc Case from Texas to NJ
--------------------------------------------------------------
HarrisMartin reports that a New Jersey bankruptcy court has denied
without prejudice efforts to transfer the recent Red River Talc LLC
bankruptcy petition from Texas to New Jersey, opining during a
hearing that "the presumption always is in favor of the court where
the case is pending to decide the venue motion and that would be
the Southern District of Texas."
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: Holdout Creditors Say J&J 3rd Bankruptcy Fails Test
--------------------------------------------------------------
Steven Church of Bloomberg News reports that Johnson & Johnson's
third effort to end lawsuits claiming its baby powder caused
thousands of women to get cancer should be dismissed because it
violates US Supreme Court precedent and twists the purpose of the
American bankruptcy system, holdout creditors said in court
papers.
The health-care giant can't force women with ovarian cancer to join
a proposed, $8 billion settlement under a ruling earlier this 2024
by the top US court, lawyers who have long fought J&J argued. In
June, justices voted 5-4 to reject the attempt by drugmaker Purdue
Pharma to impose a $6 billion deal on holdouts opposed to an
agreement that would have ended years of addiction claims related
to the opioid epidemic.
The company was in court Monday, Sept. 23, 2024, afternoon seeking
to halt all court action outside of a Chapter 11 bankruptcy case
filed last week by Red River Talc, the unit J&J created to dispose
of tens of thousands of lawsuits that claim baby powder once
contained talc tainted with toxic substances.
US Bankruptcy Judge Christopher Lopez ordered a temporary stop to
the lawsuits until early October. That will give federal courts
time to decide whether the bankruptcy should proceed in Houston,
where Lopez is based, or New Jersey, where the first two cases went
forward, Lopez said. The judge who oversaw the first two
bankruptcies, Michael Kaplan, has scheduled a hearing related to
that question, Lopez said.
"Everything has to freeze for the next couple of weeks," Lopez
said. He asked both sides to return to court next week to argue
about which court should oversee the bankruptcy.
Most of the more than 62,000 baby powder cancer suits filed so far
have been gathered before a federal judge in New Jersey for
pre-trial information exchanges. Lawyers for Red River will seek to
put those cases on hold while the bankruptcy case plays out.
The new insolvency case is J&J's latest attempt to use special
bankruptcy rules that allow corporations facing financial turmoil
to force an end to all product-liability lawsuits. The rules
require the company to win more than 75% of a vote by alleged
victims and to set up a trust fund to pay claims. In return, all
current and future lawsuits would be channeled through the trust,
instead of fought in court and decided by juries.
Johnson & Johnson says it has overwhelming support for the roughly
$8 billion settlement. Because 83% of alleged victims voted for the
deal, Red River Talc qualifies for the special rules, the company
argues.
The same lawyers who successfully defeated J&J’s first two
attempts to use bankruptcy have asked Lopez to throw out the new
case as well. The opponents, including bankruptcy attorneys from
the law firms Brown Rudnick LLP and Otterbourg PC, also claim that
J&J rigged the victim vote by including women with gynecological
cancers that cannot be linked to tainted baby powder.
The company "bought the votes of the holders of these negative
value, non-compensable claims by offering a $1,500 Quickpay
payment," the holdouts said in a court filing.
The Purdue ruling does not prevent Johnson & Johnson from using
bankruptcy because the baby powder claims involve alleged asbestos
poisoning. Decades ago US lawmakers added rules to the bankruptcy
code to help companies facing asbestos lawsuits. Those rules have
been upheld by the US Supreme Court and can benefit Johnson &
Johnson, the company said in statement.
The company also disputed claims that the voting was flawed,
calling the allegations "disingenuous."
Over the past 15 years, juries have awarded billions of dollars in
damages to people who blame fatal cancers like ovarian and
mesothelioma on J&J's powder. Some of those verdicts were later
overturned on appeal. The company has struggled to reach a
so-called global out-of-court settlement with some victims and put
an end to the suits.
J&J has said its talc-based powders never caused cancer and it
appropriately marketed its now-withdrawn talc-based baby powder for
more than 100 years. Last year, the company discontinued the
talc-based version of the product and replaced it with a
cornstarch-based substitute across the globe.
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: Johnson & Johnson Talc Claims Paused in Chapter 11
-------------------------------------------------------------
Clara Geoghegan of Law360 reports that a Texas bankruptcy judge
Monday, September 23, 2024, froze certain talc personal injury
litigation against Johnson & Johnson, saying a three-week
administrative stay will give the court time to decide key
jurisdictional issues in the Chapter 11 case of Red River Talc LLC,
a newly created J&J spinoff and the pharmaceutical and cosmetics
giant's latest attempt to settle claims in bankruptcy that its baby
powder caused cancer.
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. 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. 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.
RELIABLE ENERGY: Case Summary & Three Unsecured Creditors
---------------------------------------------------------
Debtor: Reliable Energy Solutions, LLC
103 Dunvegan Court
Lafayette, LA 70503
Chapter 11 Petition Date: September 26, 2024
Court: United States Bankruptcy Court
Western District of Louisiana
Case No.: 24-50826
Judge: Hon. John W Kolwe
Debtor's Counsel: Thomas R. Willson, Esq.
ROCKY WILLSON LAW OFFICE
1330 Jackson Street, Suite C
Alexandria, LA 71301
Tel: (318) 442-8658
Fax: (318) 442-9637
Email: rocky@rockywillsonlaw.com
Total Assets: $2,437,000
Total Liabilities: $2,323,945
The petition was signed by Harry Thibodaux as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/LZFCSFQ/Reliable_Energy_Solutions_LLC__lawbke-24-50826__0001.0.pdf?mcid=tGE4TAMA
REVLON INC: 42 Talc Claimants Can Appeal to 2nd Circuit Directly
----------------------------------------------------------------
Emlyn Cameron of Law360 reports that a New York bankruptcy judge
has found the Second Circuit can review his decision to reject 42
asbestos-tainted talc exposure claims against Revlon as having come
too late because the claimants' appeal presents questions new and
significant enough to justify skipping the district court.
About Revlon Inc.
Revlon Inc. manufactures, markets and sells an extensive array of
beauty and personal care products worldwide, including color
cosmetics; fragrances; skin care; hair color, hair care and hair
treatments; beauty tools; men's grooming products; antiperspirant
deodorants; and other beauty care products. Today, Revlon's
diversified portfolio of brands is sold in approximately 150
countries around the world in most retail distribution channels,
including prestige, salon, mass, and online.
Since its breakthrough launch of the first opaque nail enamel in
1932, Revlon has provided consumers with high-quality product
innovation, performance and sophisticated glamour. In 2016, Revlon
acquired the iconic Elizabeth Arden company and its portfolio of
brands, including its leading designer, heritage and celebrity
fragrances.
Revlon is among the leading global beauty companies, with some of
the world's most iconic and desired brands and product offerings in
color cosmetics, skin care, hair color, hair care and fragrances
under brands such as Revlon, Revlon Professional, Elizabeth Arden,
Almay, Mitchum, CND, American Crew, Creme of Nature, Cutex, Juicy
Couture, Elizabeth Taylor, Britney Spears, Curve, John Varvatos,
Christina Aguilera and AllSaints.
Revlon sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
22-10760) on June 15, 2022. Fifty affiliates, including Almay,
Inc., Beautyge Brands USA, Inc., and Elizabeth Arden, Inc., also
sought bankruptcy protection on June 15 and June 16, 2022.
Revlon disclosed total assets of $2,328,093,000 against total
liabilities of $3,689,240,395 as of April 30, 2022.
The Hon. David S. Jones is the case judge.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as
bankruptcy counsel; Mololamken, LLC as special litigation counsel;
PJT Partners, LP as investment banker; KPMG, LLP as tax services
provider; and Alvarez & Marsal North America, LLC as restructuring
advisor. Robert M. Caruso and Matthew Kvarda of Alvarez & Marsal
serve as the Debtors' chief restructuring officer and interim chief
financial officer, respectively. Meanwhile, Kroll Restructuring
Administration, LLC is the Debtors' claims agent and administrative
advisor.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on June 24, 2022. Brown Rudnick, LLP, Province,
LLC and Houlihan Lokey Capital, Inc. serve as the committee's legal
counsel, financial advisor and investment banker, respectively.
RHODIUM ENCORE: Gets Court OK for Temple Assets Bidding Procedures
------------------------------------------------------------------
Dorothy Ma of Bloomberg Law reports that bankrupt crypto miner
Rhodium Encore won approval from a US bankruptcy court on Monday,
September 23, 2024, for bidding procedures of the assets located at
its Temple, Texas mining facility.
The order doesn't indicate the beginning of the sale process,
rather it imposes deadlines to the procedures, according to company
attorney Patricia Tomasco.
"The sale process is well underway being handled by B. Riley right
now," Tomasco said in the hearing.
The bid deadline is set for Nov. 8 and a sale hearing will be held
in the same month, according to court papers.
About Rhodium Encore
Rhodium Encore LLC is a founder-led, Texas based, digital asset
technology company utilizing proprietary tech to self-mine bitcoin.
The Company creates innovative technologies with the goal of being
the most sustainable and cost-efficient producer of bitcoin in the
industry.
Rhodium Encore sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90448) on Aug.
24, 2024. In the petition filed by Michael Robinson, as co-CRO,
the Debtor reports lead debtor's estimated assets between $100
million and $500 million and estimated liabilities between $50
million and $100 million.
The Honorable Bankruptcy Judge Alfredo R. Perez oversees the case.
The Debtor tapped QUINN EMANUEL URQUHART & SULLIVAN, LLP, as
counsel, and PROVINCE as restructuring advisor.
SALUS MEDICAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Salus Medical, LLC
2202 W. Lone Cactus Dr., Suite 15
Phoenix, AZ 85027
Chapter 11 Petition Date: September 27, 2024
Court: United States Bankruptcy Court
District of Arizona
Case No.: 24-08193
Debtor's Counsel: M. Preston Gardner, Esq.
DAVIS MILES MCGUIRE GARDNER, PLLC
999 Playa del Norte, Suite 510
Tempe, AZ 85288
Tel: (480) 733-6800
Fax: (480) 733-3748
Email: azbankruptcy@davismiles.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Hernan H. Alvarez as manager.
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/QH6JUZY/SALUS_MEDICAL_LLC__azbke-24-08193__0001.0.pdf?mcid=tGE4TAMA
SANO RACING: Seeks Extension for Cash Collateral Use
----------------------------------------------------
Sano Racing Stables, LLC asks the U.S. Bankruptcy Court for the
Southern District of Florida for authority to use cash collateral
for an additional extension of 30 days.
This request follows a prior order that allowed the Debtor to
utilize cash collateral until September 30, 2024, as part of its
ongoing Chapter 11 proceedings. The extension is necessary because
the confirmation of the Debtor's Plan of Reorganization is
scheduled for October 29, 2024. The Debtor aims to ensure adequate
cash flow during this critical period to facilitate operations and
preparations for the upcoming confirmation hearing.
While secured creditors Chase Bank and the U.S. SBA have consented
to the extension, TD Bank has withheld its consent, stating that it
requires the Debtor to file its recent monthly operating reports
first. This situation has prompted the Debtor to seek expedited
relief to address the uncertainty surrounding TD Bank's approval.
The motion includes a proposal for continued cash collateral use
based on the terms set forth in the prior Final Cash Collateral
Order, detailing how the funds will be allocated during the
proposed extension period.
Attorneys for the Debtor:
Jacqueline Calderin, Esq.
Agentis PLLC
45 Almeria Avenue
Coral Gables, FL 33134
Telephone: (305) 722-2002
Email: jc@agentislaw.com
About Sano Racing Stables
Sano Racing Stables, LLC is a Florida limited liability company
based out of Gulfstream Park, located at 901 S. Federal Highway,
Hallandale, Florida 33099. The business of the Debtor is the
raising and training of race horses, through the company's owner,
Salvador A. Sano.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr,. S.D. Fla. Case No. 24-12298-SMG) on March
11, 2024. In the petition signed by Salvador A. Sano Formica,
manager, the Debtor disclosed up to $50,000 in both assets and
liabilities.
Judge Scott M. Grossman oversees the case.
Jacqueline Calderin, Esq., at Agentis PLLC, represents the Debtor
as legal counsel.
SEAWIND LLC: Begins Subchapter V Bankruptcy Process
---------------------------------------------------
Seawind LLC and its affiliates filed voluntary Chapter 11
protection in the District of Delaware. According to court filing,
Seawind 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. Sec. 341(a) is slated for
Oct. 24, 2024, at 2:00 PM by phone. Please call 1-866-621-1355 and
use access code 7178157# to join the meeting.
Proofs of claims are due by Nov. 18, 2024. Government proofs of
claim are due by March 17, 2025.
About Seawind LLC
Seawind LLC is engaged in the manufacturing of aerospace product
and parts.
Seawind LLC and its affiliates sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 24-12152) on September 17, 2024. In the petition filed by
Estate of Richard Silva by Terry Silva, as managing member, the
Debtor estimated assets up to $50,000 and estimated liabilities
between $1 million and $10 million.
The Honorable Bankruptcy Judge J. Kate Stickles handles 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
Email: kmann@crosslaw.com
SENIOR CHOICE: PCO Reports Resident Care Complaints
---------------------------------------------------
Margaret Barajas, the court-appointed patient care ombudsman, filed
with the U.S. Bankruptcy Court for the Western District of
Pennsylvania her third report regarding the quality of patient care
provided by Senior Choice, Inc.
In her report for August 28, Debi Gressley, Indiana County staff
ombudsman, indicated an activities calendar was posted with
appropriate activities at the Beacon Ridge facility. Snacks and
beverages are available, although residents must request ice. The
temperature is comfortable; the rooms are exceptionally clean, as
well as the hallways and lobby.
Ombudsman Gressley maintained communication with Leah McAndrews,
Nursing Home Administrator, throughout the 60-day period. On August
28, she was introduced to new social worker Carly Conigliaro and
explained the role of the ombudsman. Only one individual resident
concern reported during this time.
Ombudsman Brenda Nicholas met with an average of skilled nursing
residents and personal-care residents on her six visits at the
Patriot, A Choice Community facility.
In Ombudsman Nicholas' August 2 report, residents reported a switch
to a new cable company resulted in their getting only half the
channels they were promised. Food is not matching the menus.
Residents report that new washcloths are thin to the point of being
see-through, and new towels do not dry the skin.
In addition, on July 17, Ombudsman Nicholas reported a decrease in
housekeeping presence on the weekends result in floors not being
cleaned for days. Casework was instituted on July 9 for a resident
with several concerns: not able to receive shower at requested
time, request to meet doctor to discuss medications prescribed.
Concern partially resolved at the time of report.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=Oa6W7c from PacerMonitor.com.
About Senior Choice Inc.
Senior Choice, Inc. operates as a non-profit organization. It
provides inpatient nursing and rehabilitative services to patients
who requires continuous health care.
Senior Choice filed Chapter 11 petition (Bankr. W.D. Pa. Case No.
24-70040) on Feb. 8, 2024, with $1 million to $10 million in assets
and $10 million to $50 million in liabilities.
Judge Jeffery A Deller presides over the case.
The Debtor tapped Duane Morris, LLP as bankruptcy counsel; Nye,
Stirling, Hale, Miller & Sweet, LLP as conflicts counsel and
co-counsel with Duane Morris; and FTI Consulting, Inc. as financial
advisor.
SHERMAN/GRAYSON: PCO Reports No Change in Patient Care Quality
--------------------------------------------------------------
Daniel McMurray, the court-appointed patient care ombudsman, filed
his fifth report regarding the quality of patient care provided by
Sherman/Grayson Hospital, LLC.
The report covers the period from June 29 to August 27.
The Ombudsman conducted a facility visit from July 23 through July
25, and August 13 through August 15 at Wilson N. Jones Regional
Medical Center to review the current operational status of the
hospital and its programs. In connection with or in addition to the
site visit, the Ombudsman conducted interviews with staff and
reviewed various materials to maintain a current understanding of
the issues and challenges impacting the operations and potentially
the quality of care delivered, including matters and issues
presented in the bankruptcy process and/or noted in the public
domain.
The Ombudsman claimed that the hospital has not experienced any
significant shortages of supplies or materials. However, the
Ombudsman remains concerned about the possible impact on hospital
operations of invoices unpaid as a result of the Change Healthcare
cyberattack. The cyberattack experienced by Change Management as
well as the installation of the new IT system continues to have
negative impact on the facility's cash flow.
The Ombudsman identified no inappropriate storage or neglected
areas. Even with the decreased census, no facility issues were
identified during this reporting period. Areas identified as
requiring action were addressed as part of the transfer of State
licensure and Joint Commission accreditation processes.
The Ombudsman in his sampling, interviews with providers and
observations finds no significant negative impact to the quality of
care provided. The Ombudsman reviewed the current status. The
installation of Phase I, the Emergency Department, was completed as
planned on June 24, 2024. No significant issues were noted.
The Ombudsman noted that the care provided by the hospital is
meeting or exceeding the standards for quality notwithstanding the
continuing number of significant challenges experienced during this
reporting period. There has been no deterioration in quality as a
result of the bankruptcy or other circumstances. Minor suggestions
made by the Ombudsman during the review process were addressed and
resolved.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=TIgXpj from PacerMonitor.com.
About Sherman/Grayson Hospital
Sherman/Grayson Hospital, LLC is the operator of Wilson N. Jones
Regional Medical Center, a 207-bed acute care hospital in Sherman,
Texas.
Sherman/Grayson Hospital sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 23-10810) on June 23,
2023, with $1 million to $10 million in assets and $50 million to
$100 million in liabilities. Judge J. Kate Stickles oversees the
case.
Leonard M. Shulman, Esq., at Shulman Bastian Friedman & Bui, LLP
and Rosner Law Group, LLC serve as the Debtor's bankruptcy counsel
and Delaware counsel, respectively.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee tapped Potter Anderson & Corroon, LLP and RK Consultants,
LLC as legal counsel and financial advisor.
Daniel T. McMurray is the patient care ombudsman appointed in the
Debtor's Chapter 11 case.
SILVERGATE CAPITAL: Sept. 30 Deadline Set for Panel Questionnaires
------------------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy cases of Silvergate Capital
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://www.justice.gov/d9/2024-09/silvergate_capital.pdf and
return by email it to Benjamin A. Hackman -
benjamin.a.hackman@usdoj.gov - at the office of the U.S. Trustee so
that it is received no later than 4:00 p.m., E.T. Sept. 30, 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 Silvergate Capital
Silvergate Capital Corporation is a Maryland corporation
headquartered in La Jolla, California. Until July 1, 2024, it was
a bank holding company subject to supervision by the Board of
Governors of the Federal Reserve. Debtor Silvergate Liquidation
Corporation is a subsidiary of SCC and is a California corporation
headquartered in La Jolla, California. SLC was formerly a
California State-chartered bank known as Silvergate Bank. Debtor
Spring Valley Lots, LLC is a subsidiary of SLC and is a Delaware
limited liability company. Its primary function was to own and
hold real estate that had been foreclosed on in connection with
Debtor SLC's former banking operations.
Silvergate Capital sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del Lead Case No. 24-12158) on Sept. 17,
2024. In the petition signed by Elaine Hetrick as chief
administrative officer, Silvergate Capital disclosed $100 million
to $500 million in assets and $10 million to $50 million in debt.
Richards, Layton & Finger P.A. is the Debtors' legal bankruptcy
counsel. Cravath, Swaine & Moore LLP is the Debtors' general
bankruptcy counsel. AlixPartners, LLP is the Debtors' financial
advisor. Stretto Inc is the noticing and claims agent to the
Debtors.
SIZZLING PLATTER: Fitch Alters Outlook on 'B-' IDR to Positive
--------------------------------------------------------------
Fitch Ratings has revised Sizzling Platter, LLC's (Sizzling)
Outlook to Positive from Stable. Fitch has also affirmed the
company's Long-Term Issuer Default Rating (IDR) at 'B-', super
priority first-lien revolver at 'BB-'/'RR1' and first-lien notes at
'B-'/'RR4'.
The Positive Outlook reflects Sizzling's strong execution of its
expansionary strategy through new openings and bolt-on
acquisitions, which has strengthened its top-line, profit margins
and cash flow generation. Shareholder support through capital
contributions bolstered the expansion and allowed debt repayment,
reducing EBITDAR leverage below Fitch's prior expectations.
Sustained EBITDAR leverage under 6x, along with concrete steps
towards refinancing the 2025 debt maturities, may result in a
positive rating action.
The rating reflects Sizzling's position as a major franchisee of
Little Caesars, Wingstop and Jamba Juice quick-service restaurant
chains. It also incorporates the company's modest scale and
reliance on Little Caesars for about 57% of revenue. Sizzling
exhibits positive same-store-sales (SSS) growth and improved
operating performance amid a challenging macroenvironment.
Key Rating Drivers
Soundly Executed Growth Strategy: Sizzling has implemented its
expansionary strategy consistently over the last 18 months,
integrating the acquisition of 66 restaurants and the build-out of
another 46 new units, reaching 763 systemwide units as of July 14,
2024. The expansion was funded with a mix of internal cash flow
generation and capital contributions from shareholders.
Systemwide unit growth, along with high single-digit SSS growth,
has boosted top-line growth above 20% annually over the last two
years. Given its acquisitive growth strategy, Sizzling could pursue
more sizeable opportunistic acquisitions that have the potential of
increasing leverage, depending on the funding strategy and risk
appetite.
Positive SSS Growth: Sizzling has generated 28 consecutive quarters
of positive SSS growth from its quick service restaurant (QSR)
business, excluding 1H20 during the pandemic. While Little Caesars
underperformed its peers in 2021, Sizzling's SSS growth
subsequently exceeded Domino's Pizza Inc and Pizza Hut for 10
straight quarters ending 2Q24. The accelerated growth at Wingstop
restaurants has been accretive to consolidated performance,
considering SSS growth of 18.3% in fiscal 2023 and 25.1% in 1H24.
Fitch expects high SSS growth in 2024 before settling in the low
single-digit percent range in outer years.
Improved Profit Margins: The company's scalable business has
bolstered profit margins through price increases and new unit
growth with high average unit volume (AUV), despite sluggish
traffic. Strategic pricing and labor efficiency measures have
offset commodity and labor inflation, resulting in gross margins
improving by more than 300bps in fiscal 2023 and an additional
200bps in 1Q24 and 2Q24.
Fitch projects the EBITDA margin could trend towards the low-12%
range in fiscal 2024, up from 11% in fiscal 2023. From fiscal 2025,
Fitch expects EBITDA margins to stabilize at around 11% as further
pricing actions above total cost inflation are not anticipated due
to macroeconomic headwinds, which is expected to continue to affect
traffic and softer pricing activity.
Leverage Expectations: Fitch rating case scenario forecasts EBITDAR
leverage trending towards the mid-4x range based on EBITDA above
$135 million in fiscal 2024, compared with $107 million in fiscal
2023, driven by new openings, new acquisitions, modest pricing
actions and easing inflationary pressures.
This compares with leverage in the high-4.0x exiting fiscal 2023
and low-7.0x exiting fiscal 2022. Additionally, capital
contribution from shareholders of about $55 million supported the
repayment of about $34 million debt outstanding under the revolving
facility. The company's demonstrated ability to continue to operate
with EBITDAR leverage under 6x, along with a successful refinancing
of the 2025 debt maturities may result in a positive rating
action.
Limited Diversification: The core of Sizzling's 763-unit restaurant
portfolio consists of over 450 Little Caesars units across the U.S.
and Mexico, over 140 Wingstop units and over 90 Jamba Juice units.
Little Caesars distinguishes itself from other national pizza
chains with its extreme value offering, while Wingstop has a
leading position in the fast-casual chicken wing segment with a
demonstrated track record of SSS growth.
Modest Scale: The company's relatively small scale in terms of
total revenue and EBITDA is mitigated by its meaningful scale
within its core brands' systems. It is the largest franchisee in
the Little Caesars system (over 10% of the brand's domestic units)
and one of the largest with the Jamba Juice (12%) and Wingstop
systems (7%).
Value Offerings Enhance Resilience: Sizzling's brands provide deep
value offerings that enable the company to perform well during
economic downturns. The convenience factor of its offerings also
helped the company outperform during the pandemic. Sales remained
resilient during the pandemic due to the company's brands'
off-premise-focused business models. Little Caesars locations do
not have dining areas, and all Dunkin' Donuts locations have
drive-thrus. This satisfied consumer desire for food away from home
in a low-touch environment.
Fitch believes the company's largely off-premise and
recession-resistant business model will continue to be a key
advantage for Sizzling, particularly under the current
macroeconomic conditions and softening consumer spending.
Derivation Summary
Sizzling Platter's rating is three notches below Raising Cane's
Restaurants, LLC (BB-/Stable). Raising Cane's rating reflects the
company's good competitive position within the QSR industry
centered around a simple menu offering with good brand perception
that has driven share gains. The company continues to expand and
gain scale nationally with units that generate high AUV's. The
ratings are tempered by its single-brand concept with narrow
consumer appeal which leaves the company more vulnerable to
brand-specific weakness, significant FCF deficits and increasing
debt load fueled by growth investments.
Key Assumptions
Fitch's Key Assumptions Within Its Rating Case for the Issuer
Include
- Revenue increasing by the mid-teens percent to cross $1 billion
in fiscal 2024, driven by mid to high single-digit SSS and new
store openings, including the acquisition of 19 Wingstop
restaurants completed in 1H24. Long-term, revenue grows in the
mid-single-digit range supported by mid single-digit unit growth
and low single-digit SSS growth.
- EBITDA margins increasing to the low-12% range in 2024 from 11%
in 2023 led by higher margin contribution from Wingstop, price
increases, labor efficiency initiatives and commodity inflation
moderating. Beyond fiscal 2024, Fitch expects EBITDA margins to
settle in the 11% area, as Fitch does not expect pricing actions
over total cost inflation.
- Capex intensity of around 5% of revenues, driven by continued
investments in new restaurants. Fitch expects excess cash to be
used to fund M&A as the company continues to prioritize growth.
- EBITDAR leverage in the mid-4x in fiscal 2024 and 2025.
- Sizzling has fixed-rate notes due 2025 and a super-priority
first-lien revolver due 2025 with a floating-interest-rate
structure, which Fitch assumes will be refinanced.
- Management's strategy is focused on organic growth,
diversification and M&A. Fitch expects the company to remain
focused on aggressive growth in order to scale and diversify the
business
Recovery Analysis
Recovery Considerations
For issuers with IDRs of 'B+' and below, Fitch performs a recovery
analysis for each class of obligations of the issuer. The issue
ratings are derived from the IDR, the relevant Recovery Rating (RR)
and prescribed notching.
Fitch assumes a post-restructuring going concern EBITDA of roughly
$53 million. This assumes the company closes around 25% of its
weakest restaurants (the majority of which are Little Caesars).
When combined with sales weakness at surviving restaurants this
results in pro forma revenue of around $750 million (before $650
million). Fitch assumes the company is able to use the bankruptcy
process to return margins to around the 7% level as margin declines
from loss of scale are partially offset by improvements from
renegotiating contracts.
Fitch applies a 6.0x enterprise value/EBITDA multiple, below the
6.8x median multiple for Gaming, Leisure, Lodging and Restaurants
bankruptcy reorganizations Fitch analyzes. The multiple reflects
the company's strong position in the Little Caesars and Wingstop
chains and the strong long-term performance of the company's core
brands, offset by the company's small scale.
After deducting 20% for administrative claims, Sizzling's super
priority first-lien secured revolver is expected to have excellent
recovery prospects (90%-100%) and has been assigned 'BB-'/'RR1'
ratings. The $350 million secured notes, which rank behind the
revolver in a restructuring are estimated to have average recovery
prospects (30%-50%) and have been assigned 'B-'/'RR4' ratings. The
revolver and notes are secured by a first lien on substantially all
assets and are guaranteed by all wholly owned material U.S.
domestic subsidiaries, other than certain excluded subsidiaries.
RATING SENSITIVITIES
Factors That Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Positive trends in SSS and unit growth with consistent positive
FCF generation;
- Demonstrated track record of maintaining EBITDAR leverage below
6.0x;
- Successful refinancing of the 2025 debt maturities.
Factors That Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Weaker-than-expected SSS trends, margin pressures and/or debt
funded acquisitions;
- EBITDAR leverage sustained above 7.0x;
- EBITDAR Fixed Charge Coverage trending towards 1.0x;
- Lack of clarity on strategy to address upcoming 2025 maturities
may result in outlook revision to Stable.
Liquidity and Debt Structure
Adequate Liquidity: Sizzling's liquidity as of July 14, 2024
consisted of about $54 million in cash and approximately $74
million of availability under its $80 million revolving credit
facility with $6 million in standby LOCs extended. Sizzling upsized
its revolver commitment to $80 million from $65 million in October
2023. At the same time, existing shareholders also contributed
additional equity of $55 million to the company. Proceeds were used
to repay the outstanding borrowings under the revolver and supply
excess cash on the balance sheet. Fitch expects the company will
continue using internally generated funds to acquire and open new
stores.
The company's capital structure also consists of $350 million
outstanding in senior secured notes due in November 2025. The
company is assessing different alternatives to address coming
maturities and Fitch would expect to see concrete steps towards
refinancing during 1H25. The revolver and note are pari-passu in
terms of collateral, secured by a first lien on substantially all
assets and equity interests of the company. However, the revolver
benefits from super priority status receiving first order of
payment in the event of a default.
Issuer Profile
Sizzling Platter is a multi-brand restaurant franchisee. Little
Caesars is the company's main earnings contributor with 455 active
restaurants. The company also operates 148 Wingstops, 93 Jambas, 30
Dunkin's, five Red Robins, two Cinnabon's, 23 Jersey Mike's and
eight Sizzlers.
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
----------- ------ -------- -----
Sizzling Platter, LLC LT IDR B- Affirmed B-
senior secured LT B- Affirmed RR4 B-
super senior LT BB- Affirmed RR1 BB-
SKYLOCK INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Skylock Industries Inc
1290 W. Optical Drive
Azusa, CA 91702
Business Description: Skylock is a manufacturer of aerospace
parts. It specializes in the manufacturing
of aircraft interior and exterior hardware
such as structural latches, retainers,
struts, door bolting systems, potable water
dispensing equipment, faucets and drains,
slides and specialty screw machine products
for use in industries such as the medical
field and hardware for helicopters, trains,
motor homes and watercraft.
Chapter 11 Petition Date: September 26, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-17820
Judge: Hon. Sheri Bluebond
Debtor's Counsel: Jeffrey S. Shinbrot, Esq.
JEFFREY S. SHINBROT, APLC
15260 Ventura Blvd.
Suite 1200
Sherman Oaks, CA 91403
Tel: 310-659-5444
Fax: 310-878-8304
E-mail: jeffrey@shinbrotfirm.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Jeffrey B. Crevoiserat as chairman of
the Board of Directors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/JPPXCCQ/Skylock_Industries_Inc__cacbke-24-17820__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Abrasive Finishing Company Trade Debt $37,326
14920 South Main Street
Gardena, CA 90248
Breana
Tel: 310-323-7175
2. Accurate Bushing Co., Inc. Trade Debt $62,638
443 North Avenue
Garwood, NJ 07277
Tel: 908-789-1121
3. Aircraft X-Ray Trade Debt $47,824
Laboratorie Inc.
5216 Pacific Blvd
Huntington Park, CA 90255
Tel: 323-587-4141
4. Blue Sky Industries Trade Debt $84,727
FDH Aero LLC
5200 Sheila
Los Angeles, CA 90040
Tel: 213-620-9950
5. Consolidated Industries Inc. Trade Debt $48,908
677 Mixville Road
Cheshire, CT 06410
Tel: 203-272-5371
6. Don Redmon Trade Debt $15,000
13246 W. Cameridge Avenue
Goodyear, AZ
85395-2118
7. Federal Express Trade Debt $76,728
PO Box 7221
Pasadena, CA
91109-8321
Tel: 310-563-4042
8. General Aircraft Company Trade Debt $94,105
321 Kinetic Drive
Oxnard, CA 93030
Tel: 805-893-8500
9. Health Net Insurance Trade Debt $23,898
File #52617
Los Angeles, CA
90074-2617
Tel: 800-224-8808 #5
10. Los Angeles County Trade Debt $39,428
Tax Collector
PO Box 54018
Los Angeles, CA
90054-0018
11. Multitech CNC Trade Debt $17,711
38588 Lion Way
Palmdale, CA 93551
12. ND Testing, Inc. Trade Debt $17,849
11473 Pacific Avenue
Fontana, CA 92337
13. Plymouth Tube Trade Debt $41,989
Company - Trent
2056 Young Street
East Troy, WI 53120
Tel: 630-791-2731
14. Pro Centur Insurance Trade Debt $48,947
PO Box 30002
Tampa, FL
33630-3002
Tel: 800-825-9849
15. Service Steel Aerospace Trade Debt $87,187
7925 Crossway Drive
Pico Rivera, CA 90660
Tel: 800-624-8073
16. Sierra Alloys Co. Trade Debt $67,709
5467 Ayon Avenue
Baldwin Park, CA 91706
Annette
Tel: 626-969-6711
17. Specline Trade Debt $50,775
2230 Mouton Dive
Carson City, NV
89706
Tel: 775-882-7717
18. Supra Alloys Trade Debt $30,423
352 Balboa Circle
Camarillo, CA 93012
Tel: 805-388-2138
19. Titanium Industries Trade Debt $31,021
4113 Solutions Center
Chicago, IL 60677
Tel: 973-983-1185
20. Wencor, LLC Trade Debt $97,687
3577 S. Mountain
Vista Parkway
Provo, UT 84606
Tel: 678-490-0140
SOUTH COAST: Seeks Court Approval to Use Cash Collateral
--------------------------------------------------------
South Coast Equipment LLC asks the U.S. Bankruptcy Court for the
Southern District of Florida for authority to use cash collateral
to fund ongoing operations and payroll during its Chapter 11
bankruptcy.
The Debtor filed an expedited motion under 11 U.S.C. Sections 105,
361, and 363 outlining a budget detailing the intended use of cash
collateral, emphasizing the need to fund necessary expenses while
also proposing adequate protection payments to secured creditors.
The Debtor identifies multiple parties with interests in its cash
collateral, notably On Deck Capital, which holds an over-secured
lien, and the U.S. Small Business Administration, which has an
under-secured lien. Other secured creditors include Wells Fargo and
Keystone Equipment Finance, while Forward Financing and Reliable
Fast Cash are deemed unsecured.
The Debtor requests permission to exceed budget line items by up to
10%, emphasizing the necessity of cash collateral for post-petition
expenses. The motion also explains that adequate protection
payments will be made to the SBA, while no payments will be
proposed for On Deck due to its over-secured status.
The Debtor is represented by:
Chad Van Horn, Esq.
VAN HORN LAW GROUP, P.A.
500 NE 4th Street, Suite 200
Fort Lauderdale, FL 33301
Tel: (954) 765-3166
Email: chad@cvhlawgroup.com
About South Coast Equipment
South Coast Equipment LLC, is a Miami-Dade County, Florida-based
company specializing in ground work construction services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla., Case No. 24-19043-LMI) with
$618,928 in assets and $1,219,748 in liabilities. David Presmanes,
president, signed the petition.
Judge Hon. Laurel M. Isicoff presides over the case.
Chad Van Horn, Esq. of VAN HORN LAW GROUP, P.A. represents the
Debtor as legal counsel.
STARWOOD PROPERTY: Moody's Rates New $400MM Unsecured Notes 'Ba3'
-----------------------------------------------------------------
Moody's Ratings has assigned a Ba3 rating to proposed $400 million
senior unsecured sustainability notes issued by Starwood Property
Trust, Inc. (Starwood) due in April 2030. The company's outlook is
stable. Starwood's Ba2 corporate family rating and Starwood
Property Mortgage, LLC's Ba2 senior secured bank credit facility
were unaffected by the proposed debt issuance.
RATINGS RATIONALE
Starwood's Ba3 senior unsecured debt rating reflects the notes'
senior unsecured position in the company's capital structure. The
notes will rank pari-passu with existing senior unsecured debt.
Starwood intends to use the net proceeds to pay down a portion of
it secured repurchase facilities and for general corporate
purposes.
Moody's expect the new senior unsecured notes will moderately
reduce the proportion of the company's secured funding, which is a
positive credit development.
Starwood's Ba2 CFR reflects the company's track record of strong
asset quality, prominent competitive position in multiple
commercial real estate (CRE) businesses that provide greater
revenue diversity compared to peers, effective liquidity
management, and its affiliation with Starwood Capital Group, the
well-established CRE investment and asset management firm.
Starwood's ratings are constrained by its reliance on
confidence-sensitive secured funding and its high exposure to the
inherent cyclicality of the CRE industry. Moody's also expect some
asset quality deterioration in 2024-25 as a result of the more
challenging economic environment.
The stable outlook reflects Moody's view that although there may be
weakening in asset quality, Starwood's capital position and funding
profile will remain stable over the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Factors that could lead to an upgrade
Moody's could upgrade Starwood's ratings if the company: (1)
further diversifies its funding sources to include additional
senior unsecured debt and lower reliance on market-sensitive
repurchase facilities; (2) maintains strong, stable profitability
and low credit losses; and (3) maintains a strong capital
position.
Factors that could lead to a downgrade
Starwood's ratings could be downgraded if the company: (1)
experiences a material deterioration in asset quality; (2) weakens
its capital position; (3) increases exposure to volatile funding
sources or otherwise encounters material liquidity challenges; (4)
rapidly accelerates growth; or (5) suffers a sustained decline in
profitability.
The principal methodology used in this rating was Finance Companies
published in July 2024.
STARWOOD PROPERTY: S&P Rates $400MM Senior Unsecured Bonds 'BB-'
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue rating to Starwood
Property Trust Inc.'s offering of $400 million in senior unsecured
sustainability bonds due 2030. The 'BB-' rating is in line with its
ratings on the company's other senior unsecured bonds.
This debt issuance comes a few weeks after Starwood announced an
offering of its common stock. The company said it would receive net
proceeds of about $392 million from that offering.
Starwood will use the proceeds of the debt offering to finance or
refinance eligible green or social projects. Until full allocation
to such projects, the company intends to use the proceeds to pay
down a portion of its repurchase facilities. It will use the
proceeds of the stock offering to make loans, other investments,
and for general corporate purposes.
S&P views the debt and stock offerings favorably because they
support Starwood's balance-sheet strength and liquidity amid
difficult operating conditions in commercial real estate (CRE)
markets. The offerings also demonstrate the company's access to
debt and equity markets, as well as its commitment to limiting its
leverage.
S&P said, "As a result of the equity offering, we estimate
Starwood's debt to adjusted total equity will likely fall to about
3.0x, from 3.2x as of June 30. That would be at the bottom of the
3.0x-4.0x range we typically expect from the company."
The proceeds from the two offerings will also help the company meet
unsecured debt maturities of $400 million in December 2024 and $500
million in March 2025, as well as its general liquidity needs.
S&P said, "We rate the unsecured bonds one notch below our 'BB'
issuer credit rating on Starwood because of their structural
subordination to the secured debt, which exceeds 30% of its
adjusted assets. But we view favorably the use of unsecured debt
because it demonstrates Starwood's access to the capital markets
and helps unencumber assets." The company had $4.5 billion of
unencumbered assets as of June 30.
Starwood's asset quality has deteriorated over the past year due to
stress in CRE markets, particularly on office loans. For instance,
loans it rates 4 or 5, at the bottom of its internal rating scale,
equated to about a third of its adjusted total equity as of June
30, up from less than 25% in the third quarter of 2023.
However, S&P expects the company's good diversification, expertise
in managing troubled assets, and sizable unencumbered assets to
allow it to navigate challenges without significantly weakening its
financial or business position. Office loans in the U.S. made up
10% of Starwood's assets, below the proportional exposures of many
of its rated peers.
The stable rating outlook on Starwood indicates S&P expects the
company to manage difficult conditions in the CRE markets without a
sharp worsening in its asset quality, liquidity, or performance.
STEWARD HEALTH: Hughes Watters Represents Claimants
---------------------------------------------------
The law firm of Hughes Watters Askanase, LLP ("HWA") filed a
verified statement pursuant to Rule 2019 of the Federal Rules of
Bankruptcy Procedure to disclose that in the Chapter 11 cases of
Steward Health Care System LLC and affiliates, the firm represents
more than one claimant.
HWA is located at 1201 Louisiana Street, 28th Floor, Houston, Texas
77002. As of the date hereof, HWA has been retained by the parties
with such interests as indicated therein (the "Claimants").
The Claimants' address and the nature and amount of disclosable
economic interests held in relation to the Debtors are:
1. Rice McVaney Communications
* Unsecured claim for professional services provided to Debtor
Steward Health Care Systems,
LLC; $999,883.00
2. Viking Enterprises d/b/a City Ambulance
* Unsecured claim for professional services provided to Debtor
Steward Health Care Systems,
LLC; $1,067,107.40
3. Marcel L. Daquay
* Unliquidated unsecured claim for potential medical malpractice
against Debtor Steward St.
Anne's Hospital Corporation (lawsuit not currently filed);
$10,000,000.00
4. Paul Mullens
* Unliquidated unsecured claim for potential medical malpractice
against Debtor Morton
Hospital, A Steward Family Hospital, Inc. (lawsuit not currently
filed); $10,000,000.00
5. Dana Maxim
* Unliquidated unsecured claim for potential medical malpractice
against Debtor Steward St.
Elizabeth's Medical Center of Boston, Inc. (lawsuit not
currently filed); $10,000,000.00
6. Tiffany Marie Cote
* Unliquidated unsecured claim for potential medical malpractice
against Debtor Morton
Hospital, A Steward Family Hospital, Inc. (lawsuit not currently
filed); $10,000,000.00
7. Timothy Murdock
* Unliquidated unsecured claim for potential medical malpractice
against Debtor Steward St.
Anne's Hospital Corporation (lawsuit not currently filed);
$10,000,000.00
8. Edmond Dauphinais
* Unliquidated unsecured claim for potential medical malpractice
against Debtor Steward St.
Elizabeth's Medical Center of Boston, Inc. (lawsuit not
currently filed); $10,000,000.00
9. Eileen Moniz
* Unliquidated unsecured claim for potential medical malpractice
against Debtor Steward St.
Anne's Hospital Corporation (lawsuit not currently filed);
$10,000,000.00
10. Brian Flaherty
* Unliquidated unsecured claim for potential medical malpractice
against Debtor Steward St.
Elizabeth's Medical Center of Boston, Inc. (lawsuit not
currently filed); $10,000,000.00
11. Francis Landry
* Unliquidated unsecured claim for potential medical malpractice
against Debtor Nashoba Valley
Medical Center, A Steward Family Hospital, Inc. (lawsuit not
currently filed); $10,000,000.00
12. Nicole Boyd
* Unliquidated unsecured claim for potential medical malpractice
against Debtor Nashoba Valley
Medical Center, A Steward Family Hospital, Inc. (lawsuit not
currently filed); $10,000,000.00
13. Manual Elias
* Unliquidated unsecured claim for potential medical malpractice
against Debtor Steward Good
Samaritan Medical Center, Inc. (lawsuit not currently filed);
$10,000,000.00
14. Z.C., A Minor Child c/o Madison Fasulo
* Unliquidated unsecured claim for potential medical malpractice
against Debtor Steward Good
Samaritan Medical Center, Inc. (lawsuit not currently filed);
$10,000,000.00
15. Melody Dowling
* Unliquidated unsecured claim for potential medical malpractice
against Debtor Steward Good
Samaritan Medical Center, Inc. (lawsuit not currently filed);
$10,000,000.00
16. Brandon Young
* Unliquidated unsecured claim for potential medical malpractice
against Debtor Steward Good
Samaritan Medical Center, Inc. (lawsuit not currently filed);
$10,000,000.00
17. Olivia Kearns
* Unliquidated unsecured claim for potential medical malpractice
against Debtor Steward Good
Samaritan Medical Center, Inc. (lawsuit not currently filed);
$10,000,000.00
The law firm can be reached at:
Heather H. McIntyr, Esq.
Michael L. Weems, Esq.
Abdiel Lopez-Castro, Esq.
Hughes Watters Askanase, LLP
1201 Louisiana, 28th Floor
Houston, Texas 77002
Telephone: (713) 590-4200
Facsimile: (713) 590-4230
About Steward Health Care
Steward Health Care System LLC owns and operates the largest
private physician-owned for-profit healthcare network in the U.S.
Headquartered in Dallas, Texas, Steward's operations include 31
hospitals in eight states, approximately 400 facility locations,
4,500 primary and specialty care physicians, 3,600 staffed beds,
and nearly 30,000 employees. Steward Health Care provides care to
more than two million patients annually.
Steward and 166 affiliated debtors filed chapter 11 petitions
(Bankr. S.D. Tex. Lead Case No. 24-90213) on May 6, 2024, in the
U.S. Bankruptcy Court for the Southern District of Texas, and the
Honorable Christopher M. Lopez oversees the proceeding.
Weil, Gotshal & Manges LLP is serving as the Company's legal
counsel. AlixPartners, LLP is providing financial advisory services
to the Company, and John Castellano of AlixPartners is serving as
the Company's Chief Restructuring Officer. Lazard Freres & Co. LLC,
Leerink Partners LLC, and Cain Brothers, a division of KeyBanc
Capital Markets Inc. are providing investment banking services to
the Company. McDermott Will & Emery is special corporate and
regulatory counsel for the company. Kroll is the claims agent.
SYMPLR SOFTWARE: Moody's Alters Outlook on 'Caa1' CFR to Negative
-----------------------------------------------------------------
Moody's Ratings changed the outlook for Symplr Software
Intermediate Holdings, Inc. ("symplr") and Symplr Software, Inc. to
negative from stable. At the same time, Moody's affirmed symplr's
Caa1 corporate family rating and Caa2-PD probability of default
rating. Moody's also affirmed the B3 rating on the company's backed
senior secured bank credit facilities held at Symplr Software, Inc.
symplr is a provider of healthcare operations software and
solutions to healthcare facilities and healthcare providers.
The negative outlook reflects Moody's view that symplr's credit
metrics will remain weak, including very high debt to EBITDA less
capitalized software in excess of 13x for the twelve months ended
June 30, 2024. The negative outlook also reflects Moody's
expectation of negative free cash flow over the next 18 months in
the face of a high interest burden. Moody's expect symplr to have
negative free cash flow of around $60 million including mandatory
debt payments over the next 18 months ending December 31, 2025. The
company has historically not generated cash with cumulative cash
burn approaching $200 million since 2020. In the absence of
positive cash flow, Moody's expect the company to be reliant on its
$100 million revolving credit facility ($4.5 million drawn at June
30, 2024) during the next 12 to 18 months to fund cash flow
deficits. If cash burn cannot be reversed by the end of 2025 the
company will be faced with a liquidity shortfall. Moody's also
believe there is incremental credit risk stemming from the
debt-funded acquisition of IntelliCentrics in March 2024. Revenue
growth in the low-to-mid single digits and easing benchmark
interest rates should gradually improve the company's cash flow
over the next 12 to 18 months with potential for break-even cash
flow in 2026.
RATINGS RATIONALE
The credit profile of symplr reflects high financial leverage with
debt to EBITDA less capitalized software of over 13x for the twelve
months ended June 30, 2024 (giving partial credit for certain
one-time items that Moody's consider non-recurring). Moody's expect
debt to EBITDA less capitalized software will improve to around 11x
in 2025 from a combination of mid single-digit revenue growth, and
cost saving and synergy benefits that will accrue from the
IntelliCentrics acquisition. Nonetheless, the company has a limited
timeframe to achieve sufficient earnings growth to offset high cash
interest payments even after incorporating the likelihood for
declining benchmark interest rates next year. Recent equity
infusions to fund internal investments support the credit profile
and indicate a likely high recovery to secured creditors. The
company's highly acquisitive growth strategy also introduces
integration risk to the credit profile.
Unless otherwise noted, all financial metrics cited reflect Moody's
standard adjustments.
symplr benefits from a strong niche competitive position in the
healthcare operations software industry. Demand for SaaS solutions
is supported by increased healthcare spending, greater
regulatory-driven complexity, margin pressures at healthcare
providers, and the need for an enterprise-wide solution to support
the complexity of healthcare operations as hospital systems
consolidate. The credentialing, staffing, and scheduling software
that symplr's platform facilitates are necessary to providers in
managing their workforce. The company has strong management
adjusted EBITDA margins in the 50% range with a highly recurring
revenue base.
Moody's consider symplr's liquidity to be weak, reflecting Moody's
expectation for negative free cash flow during the next 18 months
from high cash interest expense. Support comes from the company's
$100 million revolving credit facility expiring September 2027
($4.5 million drawn as of June 30, 2024) and $5 million in balance
sheet cash, as of June 30, 2024. Moody's expect the company to rely
heavily on its revolving credit facility over the next 12 to 18
months, drawing up to $60 million to fund cash flow deficits.
Nonetheless, Moody's believe this is sufficient liquidity to
operate through 2025. Additional liquidity support could be needed
by the end of 2025 without earnings growth and the benefit from
lower benchmark interest rates. The company has a 8.5x first lien
net leverage covenant test that comes into effect when the revolver
is 35% drawn. Moody's expect that the company will remain in
compliance, but that the covenant will likely be tested during the
next 12 to 18 months.
The individual debt instruments are rated at the borrower Symplr
Software, Inc., and guaranteed by Symplr Software Intermediate
Holdings, Inc.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if earnings growth and synergy
realization enable symplr to sustain debt to EBITDA below 7.5x, and
if Moody's expect free cash flow as a percentage of debt will be
sustained above 1.0%. A ratings downgrade could result if earnings
and profitability do not improve, if free cash flow is lower than
expected, or if liquidity deteriorates faster than expected.
Failure to achieve at least mid-single-digit organic revenue growth
or to make progress towards deleveraging, due to difficulties
integrating acquisitions or falling short of anticipated synergies,
could also result in a downgrade.
The principal methodology used in these ratings was Software
published in June 2022.
Headquartered in Houston, TX, Symplr Software Intermediate
Holdings, Inc. and its subsidiaries provide on-premise and
software-as-a-service (SaaS) medical compliance and credentialing
solutions to healthcare facilities and healthcare providers. Symplr
Software Intermediate Holdings, Inc. is a holding company and
parent to the borrower that is primarily owned indirectly by
private equity owners Clearlake Capital and Charlesbank. Moody's
expect the company will generate around $550 million in revenue in
2024.
TINA MARSHALL: Quality of Care Maintained, PCO Reports
------------------------------------------------------
Erika Hart, the patient care ombudsman, filed with the U.S.
Bankruptcy Court for the Eastern District of Michigan a second
report regarding the quality of patient care provided by Tina
Marshall D.D.S., P.C.
The Ombudsman met virtually via video call with Dr. Tina Marshall
and Dr. Marisa Oleski on August 30, after undertaking a physical
inspection of their Lake Orion office on July 1. Both Dr. Marshall
and Dr. Oleski stated that they feel patient care has improved
since early July 2024 due to the streamlining of the staff
schedules which reduces patient wait times and increases patient
wellbeing and servicing.
Ms. Hart was informed that Tina Marshall D.D.S. has increased
staffing including several staff members who are now dedicated to
sterilization since early July, additionally helping with patient
care and efficiency, as well as several hygienists. Tina Marshall
D.D.S. reports no staff attrition because of the bankruptcy
filing.
Ms. Hart understands that patient care remains a priority for Tina
Marshall D.D.S. and has not diminished because of the bankruptcy
filing, based on the conversations with Dr. Marshall and Dr.
Oleski, the high standards for patient care and privacy maintained
by Tina Marshall D.D.S. since the petition date, as well as
improvements to patient care post-petition.
The Ombudsman was advised that all required licenses and
certifications were up to date and being maintained by Tina
Marshall D.D.S. for all licensed staff. Dr. Marshall and Dr. Oleski
advised that there are no pending malpractice claims or patient
complaints.
A copy of the PCO report is available for free at
https://urlcurt.com/u?l=L81e1d from PacerMonitor.com.
About Tina Marshall D.D.S.
Organized in 2003, Tina Marshall D.D.S., P.C. is a full-service
dentistry practice with locations in Lake Orion and Clinton
Township, Mich., offering general and cosmetic dentistry services.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-45906) on June 17,
2024, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. Dr. Marisa Oleski, D.M.D., shareholder,
signed the petition.
Judge Maria L. Oxholm presides over the case.
Elliot G. Crowder, Esq., at Stevenson & Bullock, P.L.C. represents
the Debtor as legal counsel.
TOHI LLC: Seeks Chapter 11 Bankruptcy Protection
------------------------------------------------
TOHI LLC filed Chapter 11 protection in the Eastern District of
Pennsylvania. According to court filing, the Debtor reports
between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states that funds will be available to
unsecured creditors.
The Debtor, a Single Asset Real Estate, said its principal assets
is at 90 Richlandtown Rd Quakertown, PA 18951.
About TOHI LLC
TOHI LLC is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)).
TOHI LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. E.D. Pa. Case No. 24-13285) on Sept. 16, 2024. In the
petition filed by Shawn Touhill, as president, the Debtor reports
estimated assets and liabilities between $1 million and $10 million
each.
The Honorable Bankruptcy Judge Ashely M. Chan handles the case.
The Debtor is represented by:
David B. Smith, Esq.
SMITH KANE HOLMAN, LLC
112 Moores Road, Suite 300
Malvern, PA 19355
Tel: 610-407-7215
Fax: 610-407-7218
Email: dsmith@skhlaw.com
TPT GLOBAL: Posts $4.94 Million Net Income in Second Quarter
------------------------------------------------------------
TPT Global Tech, Inc., filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting net income
attributable to the Company's shareholders of $4.94 million on
$447,304 of total revenues for the three months ended June 30,
2024, compared to a net loss attributable to the Company's
shareholders of $1.40 million on $983,110 of total revenues for the
three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported net
income attributable to the Company's shareholders of $1.60 million
on $845,402 of total revenues, compared to a net loss attributable
to the Company's shareholders of $2.79 million on $2.08 million of
total revenues for the same period during the prior year.
As of June 30, 2024, the Company had $88,878 in total assets,
$38.55 million in total liabilities, $58.92 million in total
mezzanine equity, and a total stockholders' deficit of $97.38
million.
"Based on our financial history since inception, our auditor has
expressed substantial doubt as to our ability to continue as a
going concern. As reflected in the accompanying financial
statements, as of June 30, 2024, we had an accumulated deficit
totaling $115,233,454. This raises substantial doubts about our
ability to continue as a going concern," said TPT in the Report.
"In order for us to continue as a going concern for a period of one
year from the issuance of these financial statements, we will need
to obtain additional debt or equity financing and look for
companies with cash flow positive operations that we can acquire.
There can be no assurance that we will be able to secure additional
debt or equity financing, that we will be able to acquire cash flow
positive operations, or that, if we are successful in any of those
actions, those actions will produce adequate cash flow to enable us
to meet all our future obligations. Most of our existing financing
arrangements are short-term. If we are unable to obtain additional
debt or equity financing, we may be required to significantly
reduce or cease operations," the Company added.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001661039/000165495424012294/tptw_10q.htm
About TPT Global Tech
TPT Global Tech, Inc. -- http://www.tptglobaltech.com/-- is based
in San Diego, California and operates as a technology-based company
with divisions providing telecommunications, medical technology and
product distribution, media content for domestic and international
syndication as well as technology solutions. The Company operates
as a Media Content Hub for Domestic and International syndication,
Technology/Telecommunications company using on its own proprietary
Global Digital Social Media and Mobile TV and Telecommunications
infrastructure platform and it also provides technology solutions
to businesses worldwide. The Company offers Software as a Service
(SaaS), Technology Platform as a Service (PAAS), Cloud-based
Unified Communication as a Service (UCaaS) and carrier-grade
performance and support for businesses over its private IP MPLS
fiber and wireless network in the United States.
TUPPERWARE BRANDS: Court Pauses Investor Lawsuit in Chapter 11 Case
-------------------------------------------------------------------
David Hood of Bloomberg Law reports that a federal judge in Orlando
paused a lawsuit claiming Tupperware Brands Corp. misled
shareholders with rosy earnings and sales figures in the lead-up to
filing for bankruptcy.
According to Bloomberg Law, the case is stayed in light of
Tupperware's bankruptcy filing last week, according to a Monday,
September 23, 2024, order from Judge Roy Dalton in the US District
Court for the Middle District of Florida.
The food-container maker has been struggling with sales declines
and growing competition, the report states.
Shareholders sued Tupperware in 2022 over failing to meet
projections in what they deemed unrealistically optimistic earnings
guidance for the year, Bloomberg Law reports.
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
TUPPERWARE BRANDS: Dechert & Young Conaway Advise Secured Lenders
-----------------------------------------------------------------
In the Chapter 11 cases of Tupperware Brands Corporation and
affiliates, the Ad Hoc Group of Secured Lenders filed a verified
statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure.
The ad hoc group is comprised of lenders under the Debtors'
prepetition credit agreement dated as of November 23, 2021 (as
amended, restate, supplemented, or otherwise modified prior to the
date hereof, the "Revolving/Term Loan Credit Agreement," and the
secured loans thereunder, the "Revolving/Term Secured Loans") and
that certain bridge loan credit agreement dated as of August 12,
2024.
The Ad Hoc Group is represented by Dechert LLP, as counsel, and
Young Conaway Stargatt & Taylor, LLP (and together with Dechert,
"Counsel"), as local Delaware counsel.
The members of the Ad Hoc Group beneficially own approximately
$462.88 million in aggregate principal amount of the Revolving/Term
Secured Loans and $8 million in aggregate principal amount of
Bridge Secured Loans.
The Ad Hoc Group members' address and the nature and amount of
disclosable economic interests held in relation to the Debtor are:
1. BANK OF AMERICA, NATIONAL ASSOCIATION
One Bryant Park
NY1-100-03-01
New York, NY 10036
* Revolving/Term Secured Loans ($136,550,193.36)
* Bridge Secured Loans ($2,336,494.52)
2. STRATEGIC INVESTMENT OPPORTUNITIES LLC,
1971 W Lumsden Road STE 330
Brandon, FL 33511 United States
* Revolving/Term Secured Loans ($71,415,640.45)
3. ALDEN GLOBAL OPPORTUNITIES MASTER FUND, L.P.
1971 W Lumsden Road STE 330
Brandon, FL 33511 United States
* Revolving/Term Secured Loans ($100,045,943.66)
* Bridge Secured Loans ($2,940,034.67)
4. STONEHILL INSTITUTIONAL PARTNERS, L.P,
320 Park Avenue 26th Floor
New York, NY 10022 United States
* Revolving/Term Secured Loans ($164,844,779.95)
* Bridge Secured Loans ($2,723,470.74)
Counsel to the Ad Hoc Group of Secured Lenders:
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Robert S. Brady, Esq.
Robert F. Poppiti, Jr., Esq.
1000 North King Street
Wilmington, Delaware 19801
Telephone: (302) 571-6600 Facsimile: (302) 571-1253
E-mail: rbrady@ycst.com
rpoppiti@ycst.com
- and -
DECHERT LLP
Allan S. Brilliant, Esq.
Shmuel Vasser, Esq.
Stephen M. Wolpert, Esq.
Miles Taylor, Esq.
1095 Avenue of the Americas
New York, New York 10036-6797
Telephone: (212) 698-3500 Facsimile: (212) 698-3599
E-mail: allan.brilliant@dechert.com
shmuel.vasser@dechert.com
stephen.wolpert@dechert.com
miles.taylor@dechert.com
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
URGENTPOINT INC: PCO Jerry Seelig Submits First Report
------------------------------------------------------
Jerry Seelig, the patient care ombudsman, filed with the U.S.
Bankruptcy Court for the District of Delaware his first interim
report regarding the quality of patient care provided by
UrgentPoint, Inc. and UrgentPoint Medical Group, PC.
The PCO has made three visits to UrgentPoint's main clinical
facility, two visits to its Foot and Ankle clinic that provides
podiatry and other related care, and one visit to UrgentPoint's
administrative offices. These visits, interviews, and the PCO's
experience and qualifications have enabled the Ombudsman to provide
the court with this assessment of the healthcare provider prior to,
post filing, and currently.
Based on review of available, interviews conducted, and the
Ombudsman's knowledge and experience, the PCO reports:
* UrgentPoint made decisions to do procedures in late 2021
through 2022 that may not have been reimbursed at a level to cover
cost.
* As an unaccredited facility, unlike the hospital and ASC
setting, UrgentPoint is not routinely checked by outside regulatory
monitoring bodies. UrgentPoint also did not have the needed
management or knowledge to follow local, state and federally
mandated regulations to maintain compliance with business and
clinical practices. Based on the review of charts, observation of
procedures, and interviews, the PCO did not see a specific event of
patient harm, but rather determined that multiple deficiencies
existed in policy and procedures, thus creating a past and current
potential for compromises to care for patient care and safety.
Key events and actions that brought both the financial decline with
the potential for compromise to care are:
* UrgentPoint failed to establish a competent and disciplined
revenue cycle program, that being the outsource billing and
collecting vendor and how that vendor was supported internally.
* Spent an approximate $2 million investment in building their
own Electronic Medical Records' ("EMR").
* Poorly informed decisions were made as to what procedures
were to be done, what insurance payers to bill, and what support
was needed to fully capture revenues.
* The costs to expand into behavioral and mental health
support services were not supported by reimbursements realized.
* To "right size" and cut costs, UrgentPoint reduced the
number of locations, staffing, and procedures.
The Ombudsman has identified the need to continue to monitor
quality of patient care and any impact on care. In compliance with
his obligations under Bankruptcy Code Section 333, the PCO and his
team will continue their interviews with management, caregivers,
and patients and will continue the monitoring function by focusing
on the following areas:
* The security and availability to authorized persons of
patient medical records and information. Monitor UrgentPoint's
effort to transfer all records to a successor care organization.
* Monitor effort to stop all patient care services in a manner
that neither abandons patient care nor fails to meet the demand for
continuity of care.
* Any monitoring effort needed to ensure the continuity of
patient care and safety during the time needed to orderly stop
patient care and liquidate UrgentPoint assets.
* The PCO will report to the court and parties in interest
anything else as warranted.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=BQIG01 from PacerMonitor.com.
About UrgentPoint
UrgentPoint, Inc. is a multi-specialty medical group that practices
an integrated care approach for chronic conditions.
UrgentPoint, Inc. and UrgentPoint Medical Group, PC sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 24-11044) on May 20, 2024. In the petitions signed by
Joe Chauvapun, M.D., chief executive officer, UrgentPoint disclosed
$7,922,122 in assets and $6,941,998 in liabilities.
Judge Laurie Selber Silverstein oversees the cases.
Thomas J. Francella, Jr., Esq., at Whiteford, Taylor & Preston LLC,
represents the Debtors as counsel.
US FOODS: Moody's Rates New $725MM Senior Secured Term Loan 'Ba2'
-----------------------------------------------------------------
Moody's Ratings assigned a Ba2 rating to US Foods, Inc.'s proposed
new $725 million senior secured term loan B due 2031. Moody's also
assigned a Ba2 rating to the proposed $610 million re-priced senior
secured term loan B due 2028. US Foods' existing ratings are
unchanged, including its Ba2 corporate family rating, Ba2-PD
probability of default rating, Ba2 ratings on its existing senior
secured bank credit facilities, Ba3 senior unsecured global notes
ratings and SGL-1 speculative grade liquidity rating (SGL). The
outlook is stable.
Proceeds from US Foods' new $725 million term loan, together with
expected unsecured bond issuance, will be used to refinance its
existing $1.1 billion (outstanding) term loan due 2026, pay down
$112 million of the senior secured term loan due 2028, and pay for
fees and expenses. The new term loan will be guaranteed and secured
on a pari passu basis with the other obligations under the credit
agreement. The transaction will be leverage neutral.
RATINGS RATIONALE
US Foods' Ba2 CFR reflects the company's scale and market position
as a top 3 player with national reach in the US food distribution
sector. The credit profile also benefits from the company's
diversified operations across multiple end markets and the sector's
relatively resilient performance through economic cycles. The
rating is also supported by governance considerations, including US
Foods' significant debt paydown over the past two years which
contributed to its deleveraging. Moody's expect leverage to decline
further over the next 12-18 months to 3.0-3.2x Moody's-adjusted
debt/EBITDA from 3.4x as of June 29, 2024. Moody's project very
good liquidity over the next 12-18 months, including solid free
cash flow, lack of near-term debt maturities and full availability
after letters of credit under the $2.3 billion asset-based revolver
(unrated). US Foods' CFR is constrained by the fragmented and
highly competitive nature of the food distribution industry which
results in a low operating margin.
The stable outlook reflects Moody's expectations for earnings
growth and very good liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if US Foods generates sustained
earnings growth, reflecting increasing market share and margin
expansion in line with the company's strategic plan.
Quantitatively, the ratings could be upgraded if Moody's-adjusted
debt/EBITDA is maintained under 3.5 times and EBITA/interest
expense above 4 times. An upgrade would also require maintaining a
balanced financial strategy and very good liquidity.
The ratings could be downgraded if US Foods' operating performance
declines or the company adopts a more aggressive financial
strategy, including debt-financed acquisitions or debt-financed
share repurchases. Quantitatively, the ratings could be downgraded
if Moody's-adjusted debt/EBITDA is sustained above 4.0 times or
EBITA/interest expense below 3.25 times. A sustained deterioration
in liquidity for any reason could also lead to a downgrade.
Headquartered in Rosemont, Illinois, US Foods, Inc. is a leading
North American broadline foodservice distributor, with revenue of
around $36.7 billion for the twelve months ended June 29, 2024. The
company serves the restaurant, healthcare, hospitality, education,
and other end markets.
The principal methodology used in these ratings was Distribution
and Supply Chain Services published in February 2023.
VENTURE GLOBAL: S&P Affirms 'BB-' Issuer Credit Rating
------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating to the
proposed preferred shares on Virginia-based liquefied natural gas
(LNG) company Venture Global LNG Inc. (VGLNG).
S&P said, "At the same time, S&P Global Ratings affirmed its 'BB-'
issuer credit rating (ICR) on VGLNG and its 'BB' issue-level
rating, with a '2' recovery rating, on the company's senior secured
debt outstanding. The '2' recovery rating indicates our expectation
for substantial (70%-90%; rounded estimate: 80%) recovery in the
event of default.
"The stable outlook reflects our view that the Venture Global
Calcasieu Pass (VGCP) project will be successfully commissioned and
that the Venture Global Plaquemines (VGPL) project construction
will remain on time and on budget. We believe that once completed,
these projects will provide the company with robust, stable
distributions from contracted revenues as well as potential
incremental revenue from commissioning cargos.
"VGLNG's proposed issuance is consistent with intermediate equity
treatment. Based on our review of the draft terms of the preferred
shares, we believe the issuance is consistent with 50% intermediate
equity treatment based on our criteria, which address
subordination, deferability, and permanence. As per our criteria,
the rating of hybrid securities is based on notching from the ICR.
For issuers with an ICR that is non-investment grade, the notching
is one notch for subordination and typically two notches for
deferability for a total of three notches below the ICR.
Accordingly, we assigned a 'B-' issue-level rating to the preferred
shares, which is three notches below the ICR of 'BB-'.
"VGLNG's business risk profile remains consistent with our
expectations. The business risk profile continues to benefit from
the strength of the underlying projects that will generate the cash
flow on which the company relies to service its debt. These
projects benefit from strong revenue contracts that provide
take-or-pay cash flow from predominantly investment-grade
counterparties. The company's projects are in various stages of
development. VGCP is nearing the end of the commissioning stage and
construction of VGPL is approximately 80% completed. In addition,
the company is developing its Venture Global CP2 LNG LLC project,
which is adjacent to the VGCP project. All projects are on the U.S.
Gulf Coast. To a large degree, our business risk profile takes a
forward-looking view and assumes that these projects will be
completed on time and on budget based on the success of VGLNG in
developing them to date.
"VGLNG's financial risk profile becoming strained. We continue to
fully consolidate all of the project debt except for the debt from
Venture Global Calcasieu Pass LLC, which we proportionally
consolidate based on ownership. The financial risk profile reflects
the significant amount of leverage, given the material amount of
debt the company raised to support continued construction and
development of all projects.
"During our forecast period, the VGCP project continues to generate
incremental commissioning cargo revenue, and some contracted
revenue, and the VGPL project generates commissioning cargo
revenue. The proposed issuance elevates leverage metrics above the
downside rating trigger of 7.0x for 2024. Although we expect credit
metrics will improve in 2025, based on our current forecast, they
trend back above 7.0x in 2026. While the foundation of the
company's business model rests on robust and stable cash flow, we
do not believe leverage sustained above 7.0x is consistent with the
current rating. Accordingly, we would expect that as 2025
progresses, VGLNG will take measures to address the potential
leverage increase in 2026. This could be in the form of cash flow
incremental to the current forecast, curtailment of capital
expenditure (capex), or the injection of equity. As projects enter
commercial operation, there might be scope for an improvement in
our assessment of business risk.
"The stable outlook reflects our expectation that the VGCP project
will move to commercial operations in December 2024 or the first
quarter of 2025 and that phase 1 of the VGPL project will be
completed in 2026 with phase 2 following in 2027. We believe that
once completed, these projects will provide VGLNG with robust,
stable distributions from contracted revenues. In addition, we
expect the revenue the company receives through each project's
commissioning period will provide a further source of cash flow.
"We could take a negative rating action if the company cannot
successfully reach commercial operations for the VGCP project or
the costs of the VGPL project escalate beyond those currently
budgeted. In addition, we could take a negative rating action if
VGLNG's commissioning cash flow falls or if the significant
forecast capex forecast in 2026 is not offset by incremental cash
flow, reduced spending, or increased equity such that the
debt-to-EBITDA ratio remains above 7.0x.
"Although unlikely during the next two years, we could take a
positive rating action if the company is able to sustain a
debt-to-EBITDA ratio of less than 4.5x based on contracted and
commissioning cash flow."
Environmental factors are a negative consideration in S&P's credit
rating analysis of VGLNG, an operator of natural gas liquefaction
facilities on the U.S. Gulf Coast. Energy transition risks for the
midstream industry, and VGLNG notably, relate to the risk that
global gas demand might peak earlier than expected if renewable
power generation is further accelerated by policies. In addition,
the company's assets are situated on the U.S. Gulf Coast, which is
likely to become more exposed to extreme weather events.
VERMILION ENERGY: Moody's Affirms 'B1' CFR, Outlook Stable
----------------------------------------------------------
Moody's Ratings affirmed Vermilion Energy Inc.'s B1 corporate
family rating, B1-PD probability of default rating and B3 senior
unsecured ratings. The Speculative Grade Liquidity Rating (SGL)
remains unchanged at SGL-2. The outlook is stable.
"The ratings affirmation reflects Moody's expectation that
Vermilion will gradually grow production while sustaining strong
metrics and generating modest free cash flow under Moody's
mid-cycle pricing assumptions through 2025," said Whitney Leavens,
Moody's Ratings analyst.
RATINGS RATIONALE
Vermilion's CFR is challenged by: (1) small scale compared to B1
and Ba3 peers with a track record of flat to declining production
and reserves; (2) a trend of increasing production costs weakening
portfolio durability; (3) modest free cash flow at mid-cycle
prices; and (4) exposure to an unfavorable regulatory environment
in Europe. The rating is supported by: (1) robust credit metrics
underpinned by low financial leverage; (2) significant exposure to
stronger international commodity prices compared to North American
benchmarks; and (3) diversified portfolio of assets by geography
and product, providing good capital allocation optionality with
overall low decline rates.
Vermilion has good liquidity (SGL-2), with sources of close to
C$1.66 billion vs. around C$560 million of uses over the next
eighteen months. As of June 30, 2024 the company had cash on hand
of C$268 million and C$1.33 billion (after letters of credit of $20
million) available under its C$1.35 billion revolving credit
facility expiring May 2028. Under Moody's mid-cycle pricing
assumptions, Moody's project free cash flow of around C$60 million
through year end 2025. The company has about US$275 million (C$380
million) in senior unsecured notes coming due March 2025 and will
pay about C$180 million in previously accrued cash windfall taxes
relating to 2022 and 2023 through Q1 2025 (windfall tax regimes the
company was subject to expired in 2023). Moody's expect Vermilion
will remain in compliance with the financial covenants under its
revolving credit facility. Alternate sources of liquidity, if
needed, are good as the company is able to sell up to C$250 million
worth of assets without requiring lender consent.
The senior unsecured notes are rated B3, two notches below the B1
CFR, reflecting the priority ranking of the C$1.35 billion secured
revolving credit facility ahead of the unsecured notes in its
capital structure.
The stable outlook reflects Moody's view that Vermilion will
maintain strong metrics and good liquidity as it gradually
increases production.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Vermilion's ratings could be upgraded if it demonstrates steady
organic production growth while developing a track record of
increasing reserves and sustaining its leveraged full-cycle ratio
(LFCR) above 1.5x, with retained cash flow (RCF) to debt above
40%.
The ratings could be downgraded if production or reserves decline,
RCF to debt falls under 25% or the LFCR is sustained below 1x. The
ratings would also come under pressure if Vermilion generates
sustained negative free cash flow or liquidity deteriorates.
Vermilion is a public Canadian independent exploration and
production (E&P) company, headquartered in Calgary, Alberta, that
operates a range of onshore and offshore light oil and natural gas
assets. The company has significant operations in Canada, Europe,
Australia and the US.
The principal methodology used in these ratings was Independent
Exploration and Production published in December 2022.
VERTEX ENERGY: S&P Downgrades ICR to 'D' on Bankruptcy Filing
-------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Vertex
Energy Inc. to 'D' (default) from 'CCC-'. At the same time, S&P
lowered its issue-level rating on Vertex's senior secured term loan
to 'D' from 'CCC-'.
The '4' recovery rating on Vertex's senior secured term loan is
unchanged, indicating S&P's expectation for average (30%-50%;
rounded estimate: 45%) recovery in the event of a default.
The downgrade reflects Vertex's bankruptcy filing, which S&P
considers to be an event of default under its criteria. Vertex
entered into an RSA with the support of its existing term loan
lenders. To facilitate the transactions contemplated under the RSA,
including exploring a sale transaction, the company commenced
Chapter 11 cases in the U.S. Bankruptcy Court for the Southern
District of Texas. The Chapter 11 filing is considered an event of
default under the term loan agreement and our criteria.
VICTORY BUYER: S&P Alters Outlook to Positive, Affirms 'CCC+' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on Victory Buyer LLC
(Vantage) to positive from negative. S&P also affirmed all its
'CCC+' ratings on Vantage.
The positive outlook reflects the possibility that S&P could raise
its ratings on Vantage over the next 12 months if the company
sustains its recent EBITDA performance--leading to continued
deleveraging--and improves free cash flow generation.
S&P said, "Although leverage remains elevated, we expect further
improvement. Vantage followed up its strong first quarter with
another record quarter from both an absolute and EBITDA-margin
perspective, although the company has not been able to fully
recognize the full-margin benefit from its pricing actions, which
have been partially offset by inflationary pressures and product
mix. Orders continued to improve in the second quarter and outpaced
sales, which we expect to continue in the second half of 2024;
albeit at a slower pace. While pricing actions have driven
performance over the last few years, we believe the company will
have a tougher time passing along price increases across all its
products over the next 12-24 months.
"We anticipate elevated costs and weaker operating leverage in the
fourth quarter, similar to prior years. Specifically, we anticipate
a mid-single-digit percent drop off in fourth quarter of S&P
Global-Ratings adjusted EBITDA compared with the prior three
quarters. Nonetheless, we believe that mid- to high-single-digit
percent top-line growth and an increase in EBITDA margins to
low-20% will result in improved leverage in 2024."
Liquidity remains adequate despite additional draws on the
revolver. Vantage had about $8.5 million of cash and $51 million of
availability in its revolving credit facility (RCF) as of June 30,
2024. S&P anticipates that interest expense, working capital
requirements to support growth, capital expenditure, and
amortization on the term loan will more than offset its forecast of
S&P Global Ratings-adjusted EBITDA, resulting in negative free
operating cash flow (FOCF) in 2024. Additionally, the company still
has payments to make on its retrofit issue, which will pressure
cash flow in 2024 and, to a lesser extent, in 2025.
S&P said, "While we expect working capital to remain a headwind
against sales growth in 2025, lower interest rates will likely lead
to better cash flow generation in 2025. Along with improved EBITDA
from ongoing cost initiatives and top-line growth, we forecast FOCF
of $5 million-$10 million in 2025. However, if the company is
unable to generate FOCF cash flow in 2025 and continues to rely on
its RCF for liquidity, it could pressure the rating.
"The positive outlook reflects the possibility that we could raise
our ratings on Vantage over the next 12 months if the company
sustains its recent EBITDA performance--leading to continued
deleveraging--and improves free cash flow generation."
S&P could lower its ratings on Vantage if:
-- Liquidity deteriorates materially due to significantly negative
FOCF or reduced access to the revolving credit facility; or
-- S&P envisions a default or distressed exchange in the next 12
months.
S&P could raise its ratings on Vantage if:
-- Profitability continues to improve, resulting in a capital
structure that S&P considers to be sustainable; and
-- It maintains adequate liquidity and sufficient cushion to its
covenants.
Environmental and social factors are neutral considerations in
S&P's credit analysis.
WASTEQUIP LLC: S&P Withdraws 'CCC' Issuer Credit Rating
-------------------------------------------------------
S&P Global Ratings withdrew its 'CCC' issuer credit rating on
U.S.-based manufacturer of waste and recycling containment
equipment Wastequip LLC at the issuer's request.
S&P said, "At the same time, we discontinued our 'CCC' issue-level
rating and '3' recovery rating on the company's first-lien credit
facility (comprising a revolving credit facility and a term loan)
and our 'CC' issue-level rating and '6' recovery rating on its
second-lien term loan, both of which were issued at Patriot
Container Corp., following the full repayment of its outstanding
rated debt."
At the time of the withdrawal, S&P's outlook on Wastequip was
developing.
WEST CENTRO: Seeks Court Approval to Use Cash Collateral
--------------------------------------------------------
West Centro, LLC asks the U.S. Bankruptcy Court for the Eastern
District of Louisiana for authority to use cash collateral to
continue its business operations during Chapter 11 bankruptcy.
The motion seeks to provide adequate protection to Bank of America,
the prepetition secured lender, while ensuring the preservation of
the Debtor's assets and facilitating its restructuring efforts.
The Debtor owns a commercial property in Gretna, Louisiana, which
it leases to multiple tenants. Due to financial difficulties, West
Centro is requesting immediate use of cash collateral to continue
its operations, preserve the value of its property, and facilitate
its restructuring efforts. The attached budget outlines the
projected cash needs for September and October.
The Debtor has a loan agreement with BOA, originally amounting to
$2,287,500, later modified to $2,107,095. The loan is secured by
various liens on the property and its revenue. After BOA issued a
notice of default in October 2023, West Centro was unable to
resolve the matter and ultimately filed for Chapter 11 relief.
In accordance with the Bankruptcy Code, the Debtor proposes to
grant BOA adequate protection through additional liens on
postpetition property to safeguard against any decrease in the
value of BOA's interest in the collateral. The Debtor believes that
this arrangement, along with timely financial reporting, will
adequately protect BOA's interests.
The motion includes a request to modify the automatic stay to allow
for the necessary actions to be taken regarding the cash collateral
use and to ensure the priority of the liens as outlined. The Debtor
asserts that such modifications are standard and reasonable in the
context of its operations.
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.
THE DERBES LAW FIRM, LLC
3027 Ridgelake Drive
Metairie LA 70002
Tel: (504) 207-0908
Email: pgarrity@debeslaw.com
WINDSTREAM SERVICES: Moody's Rates New 1st Lien Loan Due 2031 'B3'
------------------------------------------------------------------
Moody's Ratings assigned B3 ratings to the new $500 million senior
secured first lien term loan B due 2031 and $800 million senior
secured first lien notes due 2031 of Windstream Services, LLC
(Windstream), a wireline operator. Proceeds from the term loan and
notes will be used to pay off the existing first out senior secured
term loan B due February 2027, refinance the existing senior
secured first lien term loan B due September 2027, and add cash to
the balance sheet. The outlook is stable.
The assigned ratings are subject to review of final documentation
and no material change to the size, terms and conditions of the
transaction as advised to us.
RATINGS RATIONALE
Windstream's B3 Corporate Family Rating reflects the company's
elevated debt to EBITDA, continued declining revenue trends, and
execution risks associated with the company's sizable capex program
to expand its fiber footprint and upgrade its legacy copper
network. Over the next two years, Moody's project Windstream will
spend around $1.3 billion in net capex to connect 2 million homes,
or 48% of its total passings with fiber, up from around 1.55
million homes as of June 30, 2024. Moody's believe this undertaking
will limit the company's financial flexibility by keeping financial
leverage at elevated levels and constrain financial resources by
allocating most of the company's operating cash flows to fund this
project. Under Moody's base case, debt to EBITDA will remain
elevated in the low-to-mid 4x range until year end 2025.
At the same time the rating takes into considerations the company's
moderate operating scale and good liquidity, with no significant
debt maturities prior to 2028 after completion of the transaction,
and $475 million in availability under the company's undrawn
revolving credit facility expiring January 2027. In addition,
Moody's believe the company's fiber-to-the-home (FTTH) strategy to
connect around 48% of its footprint with fiber is necessary to
reverse declining legacy revenue trends, fend off competitors, and
improve long term value. For 2024 and 2025, Moody's project EBITDA
margins to improve as the company exits low margin contracts within
its Enterprise segment.
All financial metrics cited reflect Moody's standard adjustments
unless otherwise noted.
The stable outlook reflects Moody's expectations that over the next
12 to 18 months, EBITDA margins will improve, debt to EBITDA will
remain relatively flat, and the company will maintain good
liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Windstream grows revenue and
EBITDA organically such that debt to EBITDA is sustained below 4x,
and the company's liquidity improves.
The ratings could be downgraded if the company's liquidity position
and operating performance deteriorate, debt to EBITDA is sustained
above 5x, or the company's fiber-to-the home growth strategy
stalls.
Headquartered in Little Rock, AR, Windstream Services, LLC is a
wireline operator. The company offers managed communications and
high-capacity bandwidth and transport services to businesses across
the US, and provides premium broadband, entertainment and security
services through an enhanced fiber network to consumers and small
and midsize businesses primarily in rural areas in 18 states.
The principal methodology used in these ratings was
Telecommunications Service Providers published in November 2023.
WINSTON & DUKE: Sec. 341(a) Meeting of Creditors on Oct. 16
-----------------------------------------------------------
Winston and Duke Inc. filed Chapter 11 protection in the Western
District of Pennsylvania. 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 16, 2024 at 11:00 a.m. in Room Telephonically on telephone
conference line: 1-877-612-9054. participant access code: 4831906.
About Winston and Duke Inc.
Winston and Duke Inc., doing business as Merit Tool Company and
Merit Industries, is a provider of manufacturing support, products,
and services, specializing in close tolerance processes, complex
geometry and super alloy production machining coupled with small to
large run production capability.
Winston and Duke Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Pa. Case No. 24-10535) on Sept. 13,
2024. In the petition filed by John R. Chruchill Jr., as president,
the Debtor reports estimated assets up to $50,000 and estimated
liabilities between $1 million and $10 million.
The Debtor is represented by:
Donald R. Calaiaro, Esq.
CALAIARO VALENCIK
938 Penn Avenue, 5th Fl.
Suite 501
Pittsburgh, PA 15222
Tel: 412-232-0930
Fax: 412-232-3858
Email: dcalaiaro@c-vlaw.com
YUNHONG GREEN: Incurs $576,000 Net Loss in First Quarter
--------------------------------------------------------
Yunhong Green CTI Ltd. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $576,000 on $4.89 million of net sales for the three months
ended March 31, 2024, compared to net income of $396,000 on $5.05
million of net sales for the three months ended March 31, 2023.
As of March 31, 2024, the Company had $16.75 million in total
assets, $11.47 million in total liabilities, and $5.28 million in
total shareholders' equity.
The Company has a cumulative net loss from inception to March 31,
2024 of approximately $25 million.
Going Concern
Yunhong CTI stated, "The accompanying financial statements for the
three months ended March 31, 2024 have been prepared assuming the
Company will continue as a going concern. The Company's cash
resources from operations may be insufficient to meet its
anticipated needs during the next twelve months. If the Company
does not execute its plan, it may require additional financing to
fund its future planned operations.
"The ability of the Company to continue as a going concern is
dependent on the Company having adequate capital to fund its
operating plan and performance. Management's plans to continue as
a going concern may include raising additional capital through
sales of equity securities and borrowing, continuing to focus our
Company on the most profitable elements, and exploring alternative
funding sources on an as needed basis. However, management cannot
provide any assurances that the Company will be successful in
accomplishing any of its plans. The COVID-19 pandemic, supply
chain challenges, and inflationary pressures have impacted the
Company's business operations to some extent and is expected to
continue to do so and, these impacts may include reduced access to
capital. The ability of the Company to continue as a going concern
may be dependent upon its ability to successfully secure other
sources of financing and attain profitable operations. There is
substantial doubt about the ability of the Company to continue as a
going concern for one year from the issuance of the accompanying
consolidated financial statements. The accompanying consolidated
financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.
"The Company's primary sources of liquidity have traditionally been
comprised of cash and cash equivalents as well as availability
under the Credit Agreement in place at the time...This credit
facility, as amended, concludes on September 30, 2025. While we
expect to have sufficient financial resources available on
acceptable terms, there can be no assurance this will occur,
particularly in light of increasingly conservative financial
markets."
A full-text copy of the Form 10-Q is available for free at the
SEC's website at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001042187/000149315224038100/form10-q.htm
About Yunhong Green
Barrington, Ill.-based Yunhong Green CTI Ltd develops, produces,
distributes and sells a number of consumer products throughout the
United States and in several other countries, and it produces film
products for commercial and industrial uses in the United States.
The Company's principal lines of products include: Novelty Products
consisting principally of foil and latex balloons and related gift
items; and Flexible Films for food and other commercial and
packaging applications.
[*] Distressed Investing Conference: Early Bird Discount 'Til Oct 1
-------------------------------------------------------------------
Registration is now open for the 31st Annual Distressed Investing
Conference, presented by Beard Group, Inc. 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
The Distressed Investing Conference will be held at The Harmonie
Club in New York City. The event will kick off with opening
remarks from conference co-chairs, Joshua A. Sussberg, Partner at
Kirkland & Ellis LLP, and Harold L. Kaplan, Partner at Foley &
Lardner LLP, to be followed by the Annual Year In Review by Steve
Gidumal, President and Managing Partner of Virtus Capital, LP.
David Griffiths, Partner at Weil, Gotshal & Manges LLP, will head a
roundtable discussion on the Health of the Restructuring Industry;
and David Hillman, Partner at Proskauer Rose LLP, will lead a panel
discussion on Private Credit Restructuring.
The event also features a pair of sessions on Liability Management:
Structuring From Creditor On Creditor Violence To Cooperation, to
be led by Damian Schaible, Partner at Davis Polk & Wardwell LLP,
and John Sobolewski, Partner at Wachtell, Lipton, Rosen & Katz; and
Bankruptcy Litigation -- Go Wesco Young Man, with Mark Hebbeln,
Partner at Foley & Lardner LLP as Moderator, Lorenzo Marinuzzi,
Partner at Morrison & Foerster LLP, and Zachary Rosenbaum at Kobre
& Kim.
Will We Ever Go Shopping/Officing Again? The afternoon's slate will
start with a discussion on the state of Retail and Commercial Real
Estate to be led by Hilco Global, followed by Trends, Friends, And
Venues with Kirkland's Joshua A. Sussberg.
Stephanie Wickouski, Partner at Locke Lord LLP, will moderate "Top
Considerations For A Board Before And During A Bankruptcy: What
Investors Need To Know About What Happens In The Boardroom." She
will be joined by Michelle Dreyer, Managing Director at CSC Global
Financial Markets, and Chelsea A. Grayson, Managing Director at
Pivot Group, Board Member at both Xponential Fitness and Beyond
Meat.
A session on "Recognition, Releases And Torts In A Cross-Border
World" will be led by Evan Hill, Partner at Skadden, Arps, Slate,
Meagher & Flom LLP as Moderator.
Virtus' Steve Gidumal will cap the day's events with Investor's
Roundtable.
The conference also features two side events: The Harvey R. Miller
Annual Awards Luncheon and the Networking Reception and Awards
Honoring Outstanding Young Restructuring Lawyers in the evening.
Jamie Sprayragen, Vice Chairman of Hilco Global, will be presented
this year's Harvey R. Miller Outstanding Achievement Award for
Service to the Restructuring Industry. Catch his live interview
during the luncheon, to be conducted by Henny Sender, Managing
Director of BlackRock.
The 2024 Turnarounds & Workouts Outstanding Young Restructuring
Lawyers are:
BENJAMIN S. ARFA, Wachtell, Lipton, Rosen & Katz
KATE DOORLEY, Akin Gump Strauss Hauer & Feld LLP
JEREMY D. EVANS, Paul Hastings LLP
RAFF FERRAIOLI, Morrison Foerster LLP
BRANDON HAMMER, Cleary Gottlieb Steen & Hamilton LLP
EVAN A. HILL, Skadden, Arps, Slate, Meagher & Flom LLP
FLORA INNES, Latham & Watkins LLP
CHRISTIAN JENSEN, Sullivan & Cromwell LLP
LAUREN REICHARDT, Cooley LLP
DAVID SCHIFF, Davis Polk & Wardwell LLP
LUKE SIZEMORE, Reed Smith
APARNA YENAMANDRA, Kirkland & Ellis, LLP
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.
[^] BOND PRICING: For the Week from September 23 to 27, 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 7.248 1/15/2026
99 Cents Only Stores LLC NDN 7.500 7.248 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 43.472 2/15/2028
Allen Media LLC / Allen
Media Co-Issuer Inc ALNMED 10.500 43.532 2/15/2028
Allen Media LLC / Allen
Media Co-Issuer Inc ALNMED 10.500 43.532 2/15/2028
Amyris Inc AMRS 1.500 1.384 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 30.220 7/15/2029
At Home Group Inc HOME 7.125 30.220 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 2.571 3/31/2029
Azul Investments LLP AZUBBZ 5.875 66.650 10/26/2024
Azul Investments LLP AZUBBZ 7.250 83.157 6/15/2026
Azul Investments LLP AZUBBZ 5.875 65.948 10/26/2024
Azul Investments LLP AZUBBZ 7.250 50.148 6/15/2026
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Beasley Mezzanine Holdings BBGI 8.625 58.744 2/1/2026
Beasley Mezzanine Holdings BBGI 8.625 57.815 2/1/2026
Biora Therapeutics Inc BIOR 7.250 57.181 12/1/2025
BuzzFeed Inc BZFD 8.500 93.538 12/3/2026
CDK Global II LLC CDK 6.500 98.173 10/15/2024
Castle US Holding Corp CISN 9.500 46.527 2/15/2028
Castle US Holding Corp CISN 9.500 46.156 2/15/2028
CorEnergy Infrastructure
Trust Inc CORR 5.875 70.250 8/15/2025
Curo Oldco LLC CURO 7.500 4.004 8/1/2028
Curo Oldco LLC CURO 7.500 23.767 8/1/2028
Curo Oldco LLC CURO 7.500 4.004 8/1/2028
Cutera Inc CUTR 2.250 15.750 6/1/2028
Cutera Inc CUTR 2.250 30.067 3/15/2026
Cutera Inc CUTR 4.000 16.333 6/1/2029
Danimer Scientific Inc DNMR 3.250 11.164 12/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 1.200 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 6.625 1.200 8/15/2027
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 2.075 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 0.893 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 6.625 1.262 8/15/2027
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 0.893 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 1.068 8/15/2026
Energy Conversion Devices ENER 3.000 0.762 6/15/2013
Enviva Partners
LP / Enviva
Partners Finance Corp EVA 6.500 4.250 1/15/2026
Enviva Partners
LP / Enviva
Partners Finance Corp EVA 6.500 4.138 1/15/2026
EverBank Financial Corp EVERBK 9.912 98.674 3/15/2026
Exela Intermediate
LLC / Exela
Finance Inc EXLINT 11.500 35.000 7/15/2026
Exela Intermediate
LLC / Exela
Finance Inc EXLINT 11.500 35.373 7/15/2026
Federal Home Loan Banks FHLB 4.000 99.183 9/29/2025
Federal Home Loan Banks FHLB 5.050 99.399 11/29/2024
Federal Home Loan Banks FHLB 4.150 99.403 9/30/2024
Federal Home Loan Banks FHLB 1.000 99.353 9/30/2024
Federal Home Loan Banks FHLB 4.050 99.398 9/30/2024
Federal Home Loan Banks FHLB 4.600 99.398 9/30/2024
Federal Home Loan Banks FHLB 0.650 97.670 10/25/2024
Federal Home Loan Banks FHLB 0.600 97.095 10/28/2024
Federal Home Loan Banks FHLB 0.500 99.344 9/30/2024
Federal Home Loan Banks FHLB 0.600 96.243 11/29/2024
Federal Home Loan Banks FHLB 0.510 99.345 9/30/2024
Federal Home Loan Banks FHLB 3.250 99.387 9/30/2024
Federal Home Loan Banks FHLB 4.100 99.399 9/30/2024
Federal Home Loan Banks FHLB 0.400 99.343 9/30/2024
Federal Home Loan Banks FHLB 0.500 99.345 9/30/2024
Federal Home Loan Banks FHLB 0.550 99.346 9/30/2024
Federal Home Loan Banks FHLB 2.170 99.370 9/30/2024
Federal Home Loan Banks FHLB 1.100 99.354 9/30/2024
Federal Home Loan
Mortgage Corp FHLMC 4.125 99.412 9/30/2024
Federal Home Loan Mortgage FHLMC 4.500 99.417 9/30/2024
Federal National
Mortgage Association FNMA 0.410 99.370 9/30/2024
Federal National
Mortgage Association FNMA 0.375 99.370 9/30/2024
First Republic Bank/CA FRCB 4.625 2.250 2/13/2047
First Republic Bank/CA FRCB 4.375 3.000 8/1/2046
Forbright Inc CGLBNC 5.750 94.207 12/1/2029
Forbright Inc CGLBNC 5.750 94.207 12/1/2029
GoTo Group Inc LOGM 5.500 30.500 5/1/2028
GoTo Group Inc LOGM 5.500 30.275 5/1/2028
Goldman Sachs Group Inc/The GS 6.000 100.000 9/29/2025
Goldman Sachs Group Inc/The GS 1.000 99.574 9/30/2024
Goldman Sachs Group Inc/The GS 6.250 100.000 9/29/2028
Goldman Sachs Group Inc/The GS 6.100 100.000 9/29/2026
Goldman Sachs Group Inc/The GS 5.250 100.000 3/30/2026
Goodman Networks Inc GOODNT 8.000 5.000 5/11/2022
Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022
H-Food Holdings
LLC / Hearthside
Finance Co Inc HEFOSO 8.500 6.585 6/1/2026
H-Food Holdings
LLC / Hearthside
Finance Co Inc HEFOSO 8.500 6.441 6/1/2026
Hallmark Financial Services HALL 6.250 19.394 8/15/2029
Hertz Corp/The HTZ 7.000 34.737 1/15/2028
Homer City Generation LP HOMCTY 8.734 38.750 10/1/2026
Inotiv Inc NOTV 3.250 25.500 10/15/2027
Inseego Corp INSG 3.250 80.133 5/1/2025
Invacare Corp IVC 4.250 1.002 3/15/2026
JPMorgan Chase Bank NA JPM 2.000 92.189 9/10/2031
Karyopharm Therapeutics KPTI 3.000 63.386 10/15/2025
Ligado Networks LLC NEWLSQ 15.500 15.500 11/1/2023
Ligado Networks LLC NEWLSQ 15.500 18.500 11/1/2023
Ligado Networks LLC NEWLSQ 17.500 2.366 5/1/2024
Lightning eMotors Inc ZEVY 7.500 1.000 5/15/2024
Luminar Technologies Inc LAZR 1.250 47.000 12/15/2026
MBIA Insurance Corp MBI 16.823 5.000 1/15/2033
MBIA Insurance Corp MBI 16.823 5.029 1/15/2033
Macy's Retail Holdings LLC M 6.900 83.825 1/15/2032
Macy's Retail Holdings LLC M 6.700 87.642 7/15/2034
Mashantucket Western
Pequot Tribe MASHTU 7.350 52.315 7/1/2026
Morgan Stanley MS 1.800 81.801 8/27/2036
NanoString Technologies Inc NSTG 2.625 74.250 3/1/2025
Office Properties
Income Trust OPI 4.500 87.042 2/1/2025
Polar US Borrower
LLC / Schenectady
International Group Inc SIGRP 6.750 47.155 5/15/2026
Polar US Borrower
LLC / Schenectady
International Group Inc SIGRP 6.750 44.866 5/15/2026
Porch Group Inc PRCH 0.750 47.750 9/15/2026
Rackspace Technology Global RAX 5.375 29.868 12/1/2028
Rackspace Technology Global RAX 3.500 27.500 2/15/2028
Rackspace Technology Global RAX 5.375 29.305 12/1/2028
Rackspace Technology Global RAX 3.500 28.622 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 3.489 12/15/2028
Rite Aid Corp RAD 6.875 3.489 12/15/2028
RumbleON Inc RMBL 6.750 79.512 1/1/2025
SC Johnson & Son Inc SCJOHN 3.350 99.488 9/30/2024
SC Johnson & Son Inc SCJOHN 3.350 99.438 9/30/2024
SVB Financial Group SIVB 3.500 59.500 1/29/2025
Sandy Spring Bancorp Inc SASR 4.250 92.475 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 66.297 3/1/2026
Spanish Broadcasting System SBSAA 9.750 66.240 3/1/2026
Spirit Airlines Inc SAVE 1.000 31.000 5/15/2026
Spirit Airlines Inc SAVE 4.750 64.078 5/15/2025
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
Tricida Inc TCDA 3.500 9.000 5/15/2027
Truist Financial Corp TFC 4.250 99.646 9/30/2024
US Airways 2012-1 Class A
Pass Through Trust AAL 5.900 99.466 10/1/2024
Veritex Holdings Inc VBTX 4.750 90.574 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 15.686 5/9/2026
Voyager Aviation Holdings VAHLLC 8.500 15.686 5/9/2026
Voyager Aviation Holdings VAHLLC 8.500 15.686 5/9/2026
Vroom Inc VRM 0.750 53.875 7/1/2026
WW International Inc WW 4.500 22.536 4/15/2029
WW International Inc WW 4.500 22.302 4/15/2029
Wesco Aircraft Holdings Inc WAIR 9.000 42.122 11/15/2026
Wesco Aircraft Holdings Inc WAIR 13.125 1.798 11/15/2027
Wesco Aircraft Holdings Inc WAIR 13.125 1.798 11/15/2027
Wesco Aircraft Holdings Inc WAIR 9.000 42.122 11/15/2026
Wheel Pros Inc WHLPRO 6.500 0.050 5/15/2029
Wheel Pros Inc WHLPRO 6.500 0.001 5/15/2029
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
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available at your local bookstore or through Amazon.com. Go to
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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
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*********
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Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2024. All rights reserved. ISSN: 1520-9474.
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