/raid1/www/Hosts/bankrupt/TCR_Public/241002.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, October 2, 2024, Vol. 28, No. 275
Headlines
1700 EDGEWATER: Case Summary & Five Unsecured Creditors
1ST HAVEN APARTMENTS: Case Summary & Three Unsecured Creditors
1ST PLACE DECATUR: Case Summary & 18 Unsecured Creditors
261 OAK HILL: Voluntary Chapter 11 Case Summary
304 WILLOW CREEK: Voluntary Chapter 11 Case Summary
9TH STREET GP: Voluntary Chapter 11 Case Summary
ADVANCED VAPE: Hires Abelson Law Offices as Bankruptcy Counsel
ALL DAY: $200MM Bank Debt Trades at 51% Discount
AMC CONTRACTING: Seeks Approval to Hire Forbes Law LLC as Attorney
ARC ONE PROTECTIVE: Court OKs Cash Collateral Use Until Nov. 14
ARTICO COLD STORAGE: To Dispose of Frozen Food Via Private Sale
ASP LS ACQUISITION: $125MM Bank Debt Trades at 26% Discount
AT HOME GROUP: $600MM Bank Debt Trades at 56% Discount
AVENTIV TECHNOLOGIES: $288MM Bank Debt Trades at 72% Discount
AZORRA AVIATION: S&P Assigns 'BB-' ICR, Outlook Stable
B&B 4365 OHIO: Unsecureds to be Paid in Full in Liquidating Plan
BACONE COLLEGE: Seeks to Hire Joyce Gordon as Accountant
BALCAN INNOVATIONS: S&P Assigns 'B' ICR, Outlook Stable
BARTLEY INVESTMENTS: Hires OutFast Property Management LLC
BARTLEY INVESTMENTS: Selling Leila Avenue Property for $350,000
BARTLEY INVESTMENTS: Selling San Pedro Property for $760,000
BASIC FUND: Drops Opt-Out Releases From Plan
BEYOND AIR: Announces $20.6MM Private Placement Offering
BILEN PROPERTIES: Files for Subchapter V Bankruptcy
BISHOP OF SAN DIEGO: Comm. Taps Morgan Lewis as Insurance Counsel
BLUE DUCK: Hearing on Trustee Appointment Set for Oct. 10
BLUE LIGHTNING: Hearing Today on $1.2MM Property Sale to Fussell
CAPELLA HOSPITALITY: Case Summary & 15 Unsecured Creditors
CARRIAGE ESTATES: Voluntary Chapter 11 Case Summary
CASH CLOUD: Hires Bankruptcy Recovery Group as Special Counsel
CASTLE US: EUR500MM Bank Debt Trades at 36% Discount
CENTENE CORP: Moody's Affirms 'Ba1' CFR, Outlook Stable
CHALFONT LLC: Voluntary Chapter 11 Case Summary
CHEN FOUNDATION: Gets Final Approval to Use Cash Collateral
CITIUS PHARMACEUTICALS: Extends Vice Chairman's Term for One Year
COMMSCOPE HOLDING: Board Declares Dividend on Series A Preferred
CONN'S INC: Holding Going-Out-of-Business Sales for All Locations
COSMOS HEALTH: Inks Warrant Exchange Agreement for New Warrants
COUSIN ENTERPRISES: Hires Luxury Homes International as Realtor
CUBE INTERMEDIATE: S&P Assigns 'B' ICR, Outlook Stable
D&J POOL: Wins Interim Cash Collateral Access Thru Oct. 10
DIGITAL MEDIA: $225MM Bank Debt Trades at 88% Discount
DIOCESE OF BURLINGTON: Seeks Chapter 11 Bankruptcy
DURECT CORP: 5 of 6 Proposals Approved at Annual Meeting
DYNASTY ACQUISITION: Fitch Puts 'B+' LongTerm IDR on Watch Positive
ECLIPSE FARMINGDALE: Taps Middlebrooks Shapiro as Legal Counsel
El 7 MARES: Selling Property in Private Sale for $62,314
ELENAROSE CAPITAL: Cash Collateral Hearing Continued to Oct 31
EMERALD ELECTRONICS: $265MM Bank Debt Trades at 20% Discount
EVOFEM BIOSCIENCES: Inks Registration Rights Agreement With Aditxt
EVOKE PHARMA: Agrees With Nantahala to Lower Warrant Exercise Price
FARMERS COOP: Court OKs Sale of Real Estate to KMT for $500,000
FRAZETTA VENTURES: Seeks to Hire Toni Campbell Parker as Counsel
GAINWELL ACQUISITION: $1.46BB Bank Debt Trades at 17% Discount
GKNY1 INC: Voluntary Chapter 11 Case Summary
GMS HOLDINGS: Hits Chapter 11 Bankruptcy Protection
GOTO GROUP: $1BB Bank Debt Trades at 17% Discount
GRAXCELL PHARMACEUTICAL: Hires Giuliano Miller as Accountant
GRAYSTONE DRIVE: Voluntary Chapter 11 Case Summary
GREYSTONE SELECT: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
GUIDED THERAPEUTICS: Raises $300K Through Private Offering
HALO ESTATES: Voluntary Chapter 11 Case Summary
HANEY INC: Seeks to Hire Strauss Troy Co as Bankruptcy Counsel
HARVEY LANDHOLDINGS: Case Summary & Three Unsecured Creditors
HEALTHCHANNELS INTERMEDIATE: S&P Cuts ICR to 'CCC-', Outlook Neg.
HULL ORGANIZATION: Affiliate May Sell Ohio Property for $800,000
ICM HOLDINGS: Seeks to Hire Lane Law Firm PLLC as Legal Counsel
INTEGRITY CARBON: Taps Wallen Puckett and Associates as Accountant
IRON SPRINGS: Unsecureds Will Get 100% of Claims in Sale Plan
IRWIN NATURALS: Hires Omni Agent as Administrative Agent
IRWIN NATURALS: Seeks to Hire Province LLC as Financial Advisor
JAG SPECIALTY: Taps Certilman Balin Adler & Hyman as Legal Counsel
JEFFERIES FINANCE: Fitch Affirms BB+ LongTerm IDR, Outlook Negative
JEFFERIES FINANCE: Moody's Rates New Senior Secured Term Loan 'Ba2'
LEGACY CLINICAL: May Use Cash Collateral Until Nov. 27
LIFEBACK LAW FIRM: Hoglund & Mrozik Wants Chapter 11 Tossed
LOVESWORTH HOLDINGS: Unsecureds Will Get 15% of Claims over 5 Years
LSF12 CROWN: S&P Assigns 'B-' Issuer Credit Rating, Outlook Pos.
LTC TRANSPORTATION: Seeks to Hire Linda Stine CPA as Accountant
MBTT INVESTMENTS: Case Summary & One Unsecured Creditor
MICHAEL'S INC: Seeks Approval to Hire Forbes Law LLC as Attorney
MICROVISION INC: Brian Turner Retires as Director
MONDORIVOLI LLC: Unsecureds to be Paid in Full over 5 Years
N&H SADDLEBRED: Court OKs Sale of Woodschurch Road Property
NANOVIBRONIX INC: Inks New Employment Agreements With Execs
NEXT LEVEL INVESTMENTS: Case Summary & 20 Top Unsecured Creditors
NEXT LEVEL PROPERTY: Case Summary & Four Unsecured Creditors
NEXTTRIP INC: Executes Investment Agreements With Alumni Capital
NOSTRUM LABORATORIES: Case Summary & 20 Top Unsecured Creditors
OCEANWIDE PLAZA: Hires Seeks to Hire Ordinary Course Professionals
ONE EDGE MARINA: Seeks Chapter 11 Bankruptcy Protection
OPEN RANGE: Seeks to Hire DSB Financial Solutions as Accountant
OPGEN INC: TG Investment Holds 7% Equity Stake
OZOP ENERGY: Completes Restructuring of Ozop Engineering and Design
PARRAMORE CITY TOWERS: Seeks Chapter 11 Bankruptcy Protection
PERATON HOLDING: Fitch Alters Outlook on 'B' IDR to Negative
PERSPECTIVES INC: Updates Several Secured Claims Pay Details
POET TECHNOLOGIES: Closes US$15 Million Private Placement
POGO ENERGY: Unsecureds Will Get 63% of Claims in Subchapter V Plan
POWER REIT: Restates Q2 Financials Due to Error
PUERTO RICO: PREPA Creditors Ask Court Okay for Bond Claims Suit
QHSLAB INC: Secures $297K Grant From Global Consumer Health Leader
QURATE RETAIL: Inks Call Agreement With Exec Chair Gregory Maffei
R2 MARKETING: Hires Lake Forest Bankruptcy II APC as Counsel
RED CAT: Changes Fiscal Year Ended to December 31
REDLINE METALS: Hires Bach Law Offices as Bankruptcy Counsel
ROCK CRUSHING: Amends Unsecureds & Commercial Credit Secured Claims
ROSIE PATTERSON: Voluntary Chapter 11 Case Summary
SAFE & GREEN: SG Echo Obtains $4MM Loan From Enhanced Capital
SERES THERAPEUTICS: Stockholders OK Sale of VOWST to Nestle S.A.
SHORTER TRANSPORT: Seeks to Hire Footman Law Firm as Legal Counsel
SILVERGATE CAPITAL: Hires Stretto Inc as Claims and Noticing Agent
SINTX TECHNOLOGIES: Signs Employment Agreement With CEO Eric Olson
SKILLSOFT FINANCE II: Moody's Alters Outlook on B2 CFR to Negative
SKILLZ INC: Finalizes Consulting Agreement With Casey Chafkin
SKYLOCK INDUSTRIES: Seeks Chapter 11 Bankruptcy Protection
SKYX PLATFORM: Secures $3.5MM Credit Line From Farmers & Merchants
SOUTHLAKE ASSISTED: Voluntary Chapter 11 Case Summary
SPECIALTY BUILDING: S&P Rates New $350MM Term Loan B 'B'
STARWOOD PROPERTY: Fitch Gives BB+(EXP) on Planned $400MM Notes
STJ ORTHOTIC: Court OKs Sale of Designs, Client List for $200,000
SUCCESS VILLAGE: Court Dismisses Chapter 11 Bankruptcy Case
SUMMIT K2: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
SUNPOWER CORP: Committee Taps Pachulski Stang Ziehl as Counsel
SUNPOWER CORP: Committee Taps Province LLC as Financial Advisor
TARRANT COUNTY SENIOR: Case Summary & 30 Top Unsecured Creditors
TARRANT COUNTY SENIOR: Returns to Chapter 11 for Bond Refinancing
TCP SUNBELT: S&P Assigns 'B+' Issuer Credit Rating, Outlook Stable
TEREX CORP: S&P Rates New $750MM Senior Unsecured Notes 'BB-'
TERRA MANAGEMENT: Trustee to Auction Off Littleton's Assets
TEXAS CORE ENERGY: May Sell Property to Peter Lyden for $750,000
TINY PIECES: Voluntary Chapter 11 Case Summary
TOSCA SERVICES: Moody's Affirms Caa1 CFR, Rates New Term Loan B2
TRAVEL + LEISURE: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
US FOODS: Moody's Rates New $500MM Senior Unsecured Notes 'Ba3'
VENTURE GLOBAL: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
VENUS CONCEPT: Consummates $15M Debt-to-Equity Exchange Transaction
VIASAT INC: Units Complete $1.975MM Senior Secured Notes Offering
WAVERLEY LANE: Voluntary Chapter 11 Case Summary
WENDT COMMUNICATION: Case Summary & 18 Unsecured Creditors
WESCO AIRCRAFT: Judge Shannon to Oversee Plan Disputes Mediation
WHITTIER SEAFOOD: Seeks to Hire Kidder Mathews as Appraiser
WINSTON AND DUKE: Seeks to Hire Calaiaro Valencik as Legal Counsel
WINTER GARDEN: Court Approves Use of Cash Collateral Thru Oct 23
WORKINGLIVE TECHNOLOGIES: Updates Unsecured Claims Pay; Amends Plan
WYNN RESORTS: Jacqui Krum to Succeed as General Counsel in 2025
YELLOW CORP: Sells Last Big Terminal in Kansas City
YPI ARLINGTON: Case Summary & 20 Largest Unsecured Creditors
ZACHRY HOLDINGS: Pays $7M to Settle Golden Pass Worker Layoffs
[*] U.S. Retailers With Major Closures in 2024
*********
1700 EDGEWATER: Case Summary & Five Unsecured Creditors
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Debtor: 1700 Edgewater LLC
925 Commercial Street SE, Suite 245
Salem, OR 97302
Chapter 11 Petition Date: September 30, 2024
Court: United States Bankruptcy Court
District of Oregon
Case No.: 24-62194
Judge: Hon. David W Hercher
Debtor's Counsel: Nicholas J. Henderson, Esq.
ELEVATE LAW GROUP
6000 SW Meadows Road, Suite 450
Lake Oswego, OR 97035
Tel: (503) 417-0500
Email: nick@elevatelawpdx.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Charles A. Sides as member.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/WPFXCYY/1700_Edgewater_LLC__orbke-24-62194__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Five Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Bush Construction Services $150,000
Corporation Rendered
5991 SW Winters Road
Cornelius, OR 97113
2. D.R. Black LLC Services $12,000
2110 Maple Avenue NE Rendered
Salem, OR 97301
3. Jensen Construction Services $240,000
5190 Kale Street NE Rendered
Salem, OR 97305
4. Millersburg Properties LLC Loan $25,000
925 Commercial St. SE
Salem, OR 97302
5. Studio 3 Architecture, Inc. Services $340,000
275 Court Street NE Rendered
Salem, OR 97301
1ST HAVEN APARTMENTS: Case Summary & Three Unsecured Creditors
--------------------------------------------------------------
Debtor: 1st Haven Apartments, LLC
195 Antler Trail
Alpharetta GA 30005
Business Description: The Debtor is part of the traveler
accommodation industry.
Chapter 11 Petition Date: September 30, 2024
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 24-21227
Debtor's Counsel: William Rountree, Esq.
ROUNTREE, LEITMAN, KLEIN & GEER, LLC
2987 Clairmont Road Suite 350
Atlanta GA 30329
Tel: 404-584-1238
E-mail: wrountree@rlkglaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Edward Fernanzez as 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/LOTWZNI/1st_Haven_Apartments_LLC__ganbke-24-21227__0001.0.pdf?mcid=tGE4TAMA
1ST PLACE DECATUR: Case Summary & 18 Unsecured Creditors
--------------------------------------------------------
Debtor: 1st Place Decatur Hospitality, LLC
195 Antler Trail
Alpharetta GA 30005
Business Description: The Debtor owns and operates hotels and
motels.
Chapter 11 Petition Date: September 30, 2024
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 24-21225
Debtor's Counsel: William Rountree, Esq.
ROUNTREE, LEITMAN, KLEIN & GEER, LLC
2987 Clairmont Road Suite 350
Atlanta, GA 30329
Tel: 404-584-1238
E-mail: wrountree@rlkglaw.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Edward Fernandez as member.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
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/TUVIOXA/1st_Place_Decatur_Hospitality__ganbke-24-21225__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 18 Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. DeKalb County Watershed Dept Utility Services $106,130
774 Jordan Lane Suite 200
Decatur, GA, 30033
2. DeKalb County Tax Commissioner Taxes & Other $38,897
4380 Memorial Drive Government Units
Ste. 100
Decatur, GA, 30032
3. Brightstar Textiles Suppliers or $17,787
962 Heartwood Circle Vendors
Lawrenceville, GA, 30043
4. Georgia Power Utility Services $10,760
241 Ralph McGill Blvd
Atlanta, GA, 30308
5. Tactical Force Security Services $8,736
400 W Peachtree Street
Atlanta, GA, 30308
6. RH&A LLC fka Reliable Heating & Air LLC $5,064
c/o Heath W. Williams LLC
56556 Lake Acworth Drive Ste 310
Acworth, GA, 30101
7. Faviola Lopez Suppliers or Vendors $4,100
3220 Griffin Way
Cumming, GA, 30040
8. J & J Financial Insurance Suppliers or Vendors $3,500
PO Box 20370
Charleston, SC, 29413
9. Oakbridge Insurance Suppliers or Vendors $1,400
200 Broad Street
Lagrange, GA, 30240
10. DirecTV Telephone/ $1,334
P.O. Box 5007 Internet
Carol Stream, IL, 60197 Services
11. Xoom Energy Gas Utility Services $1,140
11208 Statesville Road Ste 200
Huntersville, NC, 28078
12. Yal LLC - Landscaping Services $1,000
90 Parkmont Drive
Roswell, GA, 30076
13. DeKalb County Sanitation Utility Services $939
3720 Leroy Scott Drive
Decatur, GA, 30032
14. Comcast Telephone/ $537
PO Box 70219 Internet
Philadelphia, PA, 19176 Services
15. Ascentium Capital $221
PO Box 11407
Birmingham, AL, 35246
16. Protection Security Suppliers or Vendors $150
3120 Medlock Bridge Road #G100
Norcross, GA, 30071
17. Orkin Pest Control Services $150
PO Box 740473
Cincinnati, OH, 45274
18. Central Fire Protection Inc. $0
1760 Old Covington Road NE
Conyers, GA, 30013
261 OAK HILL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 261 Oak Hill, LLC
4117 Boca Bay Drive
Dallas, TX 75244
Business Description: The Debtor is engaged in activities related
to real estate.
Chapter 11 Petition Date: September 30, 2024
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 24-33031
Debtor's Counsel: Robert Buchholz, Esq.
THE LAW OFFICE OF ROBERT W. BUCHHOLZ, P.C.
5220 Spring Valley Road, Suite 618
Dallas, TX 75254
Tel: (214) 754-5500
Email: BOB@ATTORNEYBOB.COM
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Daniel C. Blackburn as president/chief
executive officer.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/UCLWM7A/261_Oak_Hill_LLC__txnbke-24-33031__0001.0.pdf?mcid=tGE4TAMA
304 WILLOW CREEK: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: 304 Willow Creek, LLC
4117 Boca Bay Drive
Dallas, TX 75244
Business Description: 304 Willow is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: September 30, 2024
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 24-33032
Debtor's Counsel: Robert Buchholz, Esq.
THE LAW OFFICE OF ROBERT W. BUCHHOLZ, P.C.
5220 Spring Valley Road, Suite 618
Dallas, TX 75254
Tel: (214) 754-5500
E-mail: BOB@ATTORNEYBOB.COM
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dan Blackburn as president.
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/DI44TRY/304_Willow_Creek_LLC__txnbke-24-33032__0001.0.pdf?mcid=tGE4TAMA
9TH STREET GP: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 9th Street GP, LLC
4117 Boca Bay Drive
Dallas, TX 75244
Business Description: 9th Street GP is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: September 30, 2024
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 24-33033
Debtor's Counsel: Robert Buchholz, Esq.
THE LAW OFFICE OF ROBERT W. BUCHHOLZ, P.C.
5220 Spring Valley Road, Suite 618
Dallas, TX 75254
Tel: (214) 754-5500
Email: BOB@ATTORNEYBOB.COM
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Daniel C. Blackburn as president.
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/OSGJFII/9th_Street_GP_LLC__txnbke-24-33033__0001.0.pdf?mcid=tGE4TAMA
ADVANCED VAPE: Hires Abelson Law Offices as Bankruptcy Counsel
--------------------------------------------------------------
Advanced Vape Shop LLC seeks approval from the U.S. Bankruptcy
Court for the District of New Jersey to hire Abelson Law Offices
PLLC as bankruptcy counsel.
The firm will render all legal services needed to conclude this
Chapter 11 case, including notice to creditors request for
automatic stay, negotiation w/ creditors, DIP funding applications.
If necessary, advice the debtor on Plan & Disclosure Statement and
confirmation, and related work.
The firm received an initial retainer of $5,000.
Steven J. Abelson, Esq. of Abelson Law Offices assured the court
that his firm is a disinterested person under 11 U.S.C. Sec.
101(14).
The firm can be reached through:
Steven J. Abelson, Esq.
ABELSON LAW OFFICES
80 West Main Street
PO Box 7005
Freehold, NJ 07728
Tel: (732) 462-4773
Email: sjaesq@atrbklaw.com
About Advanced Vape Shop LLC
Advanced Vape Shop LLC sought protection for relief under Chapter
11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 24-18842) on
September 6, 2024, listing up to $50,000 in assets and $100,001 to
$500,000 in liabilities. Steven J. Abelson, Esq. at Abelson Law
Offices represents the Debtor as counsel.
ALL DAY: $200MM Bank Debt Trades at 51% Discount
------------------------------------------------
Participations in a syndicated loan under which All Day
AcquisitionCo LLC is a borrower were trading in the secondary
market around 48.6 cents-on-the-dollar during the week ended
Friday, Sept. 27, 2024, according to Bloomberg's Evaluated Pricing
service data.
The $200 million Term loan facility is scheduled to mature on
December 29, 2025. The amount is fully drawn and outstanding.
All Day AcquisitionCo LLC does business as Reorganized 24 Hour
Fitness Worldwide Inc., an operator of fitness centers in the US.
AMC CONTRACTING: Seeks Approval to Hire Forbes Law LLC as Attorney
------------------------------------------------------------------
AMC Contracting Group Limited seeks approval from the U.S.
Bankruptcy Court for the Northern District of Ohio to hire Forbes
Law LLC as attorneys.
The firm will render these services:
a. advise the Debtor as to its rights, duties and powers as a
Debtor in possession;
b. prepare and file the Statements, Schedules, Plans and other
documents and pleadings necessary to be filed by the Debtor in this
case;
c. represent the Debtor at all hearings, meetings of
creditors, conferences, trials, and other proceedings in this case;
and
d. perform other legal services as may be necessary in
connection with this case.
The firm will bill these hourly rates:
Attorneys $350
Associates $250
Paralegals $150
Forbes Law received a retainer fee of $15,000.
Glenn E. Forbes, Esq. attests that he and his law firm are
disinterested persons, as that term is defined in the Bankruptcy
Code, and do not hold or represent an interest adverse to the
estate with respect to the matter on which they are proposed to be
employed.
The counsel can be reached through:
Glenn E. Forbes, Esq.
FORBES LAW LLC
166 Main Street
Painesville, OH 44077
Tel: (440) 357-6211
Fax: (440) 357-1634
E-mail: gforbed@geflaw.net
bankruptcy@geflaw.net
About AMC Contracting Group Limited
AMC Contracting Group is a full-service general contracting firm
based in Ohio.
AMC Contracting Group Limited filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio
Case No. 24-31740) on September 16, 2024, listing $100,000 to
$500,000 in assets and $1 million to $10 million in liabilities.
The petition was signed by David Abraham as president.
Judge Mary Ann Whipple presides over the case.
Glenn E. Forbes, Esq. at FORBES LAW LLC represents the Debtor as
counsel.
ARC ONE PROTECTIVE: Court OKs Cash Collateral Use Until Nov. 14
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando division, granted ARC One Protective Services LLC
authorization to use cash collateral on an interim basis until
November 14, 2024. These entities may assert an interest in the
cash collateral:
1. purported secured creditor, Nationwide Filing Services,
LLC, as representative;
2. C T Corporation System, as representative; and Flash
Funding Services Inc., both of which may have inferior interests in
the cash collateral.
This is the Court's fourth interim cash collateral order.
Arc One submitted to the Court a budget for September through the
end of November. Key expenses during three-month period include
payroll of $6,000, storage costs of $900, advertising fees totaling
$1,800, and insurance of $1,500, amounting to total operating
expenses of $11,790. The gross profit from sales is $15,000, with
net operating income at $3,210 over the same period. About $3,000
is earmarked for Subchapter V trustee fees during the period. The
business anticipates minimal net income, projected at $210 after
all obligations.
The Court's order provides that secured creditors will retain a
perfected post-petition lien against the cash collateral,
maintaining the same validity and priority as pre-petition liens.
The debtor is also required to maintain adequate insurance coverage
in accordance with existing loan and security documents.
A continued preliminary hearing is scheduled for November 14, 2024,
at 10:30 a.m. in Courtroom 6D.
Attorneys for the Debtor:
Jeffrey S. Ainsworth, Esq.
Jacob D. Flentke, Esq.
BransonLaw, PLLC
1501 E. Concord St.
Orlando, FL 32803
Telephone: (407) 894-6834
Facsimile: (407) 894-8559
Email: jeff@bransonlaw.com
jacob@bransonlaw.com
About Arc One Protective Services
Arc One Protective Services LLC is a well-established full-service
security practitioners' company.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02191) on May 1,
2024, listing under $1 million in both assets and liabilities.
Judge Grace E. Robson oversees the case.
Jeffrey Ainsworth, Esq., at Bransonlaw, PLLC, is the Debtor's legal
counsel.
ARTICO COLD STORAGE: To Dispose of Frozen Food Via Private Sale
---------------------------------------------------------------
Artico Cold Storage Chicago LLC seeks approval from the United
States Bankruptcy Court for the Northern District of Illinois to
sell certain customer goods free and clear of interests through a
private sale.
The costumer goods up for sale consist of frozen food products from
Midwest CP Storage LLC, to whom the Debtor has incurred at least
$340,311.60 for the warehousing, storage, handling, and other
services.
A ready market of the costumer goods already exits and has several
professional contacts who regularly buy the goods. The Debtor
proposes to shorten the notice period of the marketing and sale to
avoid the reduction of their value and remaining shelf life.
"Although the Customer Goods are not owned by Artico, its
warehouseman's lien in the Customer Goods constitutes an interest
in property that is property of the estate," William J. Factor, the
Debtor's counsel, tells the Hon. Deborah L. Thorne.
About Artico Cold Storage Chicago LLC
Artico Cold Storage Chicago, LLC is a premier full-service public
refrigerated warehouse. It offers local and regional transportation
solutions. Strategically located in an approximately
220,000-square-foot building in Chicago's Stock Yards Industrial
Park, Artico offers a variety of services and employs the latest
technology to meet customer demands and increase accountability in
the cold chain.
Artico has been in operation since April 2022, after acquiring a
60-year-old operation. In May 2023, Artico transitioned to a new
warehouse management system, which did not operate as expected. The
transition disrupted operations, resulting in shipping delays and
errors and eventually the loss of several customers. Artico
estimates revenues declined by about 60% during this period.
Artico has been diligently working to recover and restore business
operations but recovery has been slower than hoped.
Artico filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-04371) on March 26,
2024, with $1 million to $10 million in both assets and
liabilities. Judge Deborah L. Thorne presides over the case.
William J. Factor, Esq., represents the Debtor as legal counsel.
ASP LS ACQUISITION: $125MM Bank Debt Trades at 26% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which ASP LS Acquisition
Corp is a borrower were trading in the secondary market around 73.6
cents-on-the-dollar during the week ended Friday, Sept. 27, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $125 million Term loan facility is scheduled to mature on
September 29, 2027. The amount is fully drawn and outstanding.
ASP LS Acquisition Corp. was formed to effectuate the acquisition
of Laser Ship, Inc. by the private equity firm American Securities
LLC.
AT HOME GROUP: $600MM Bank Debt Trades at 56% Discount
------------------------------------------------------
Participations in a syndicated loan under which At Home Group Inc
is a borrower were trading in the secondary market around 44.3
cents-on-the-dollar during the week ended Friday, Sept. 27, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $600 million Term loan facility is scheduled to mature on July
24, 2028. The amount is fully drawn and outstanding.
At Home Group Inc. owns and operates home decor stores. The Company
offers furniture, home furnishings, wall decor and decorative
accents, rugs, and housewares.
AVENTIV TECHNOLOGIES: $288MM Bank Debt Trades at 72% Discount
-------------------------------------------------------------
Participations in a syndicated loan under which Aventiv
Technologies LLC is a borrower were trading in the secondary market
around 28.2 cents-on-the-dollar during the week ended Friday, Sept.
27, 2024, according to Bloomberg's Evaluated Pricing service data.
The $288 million Term loan facility is scheduled to mature on
November 1, 2025. The amount is fully drawn and outstanding.
Carrollton, Texas-based Aventiv Technologies LLC is a diversified
technology company that provides innovative solutions to customers
in the corrections and government services sectors. Aventiv is the
parent company to Securus Technologies and AllPaid.
AZORRA AVIATION: S&P Assigns 'BB-' ICR, Outlook Stable
------------------------------------------------------
S&P Global Ratings assigned its 'BB-' long-term issuer credit
rating to Azorra Aviation Holdings. At the same time, S&P assigned
its 'BB' rating to Azorra's proposed term loan B. The term loan B
has a recovery rating of '2', reflecting our expectation for a
substantial (70%-90%) recovery in the event of a hypothetical
default.
The stable outlook reflects S&P's expectation that Azorra will
continue to grow its fleet while maintaining EBIT interest coverage
comfortably above 1.3x and debt to capital comfortably below 82%.
S&P said, "The company's portfolio is somewhat concentrated in
crossover aircraft; however, this is potentially an undervalued
space in which we believe Azorra has a competitive advantage
through its industry knowledge and ability to manage complex
transactions. The rating is also supported by our expectation for
EBIT interest to remain well above 1.3x, debt to capital well below
82%, and FFO to debt above 6%. The rating also reflects the high
ratio of secured debt to total assets on Azorra's pro forma balance
sheet."
The owned portfolio (including inventory) has a total net book
value value of approximately $1.9 billion. Including commitments,
the total portfolio value is approximately $3.9 billion, of which
66% is in crossover aircraft and 18% is in widebody aircraft. While
the portfolio is concentrated, and in lower-demand assets relative
to narrowbodies, the company benefits from strong relationships
with operators and manufacturers in the crossover market.
Furthermore, Azorra's expertise in the less commoditized target
market of regional, crossover, and midlife widebodies may offer
return advantages.
S&P's view positively the company's orderbook and relationship with
Embraer and Airbus given heightened demand and short supply of
aircraft. Shorter-haul aircraft, which comprise a large part of
Azorra's fleet, could be used in opening up new routes at lower
costs, making the company's expertise in these aircraft beneficial
to OEMs and operators to facilitate growth in newer markets.
Azorra acquired 48 regional, crossover, and turboprop aircraft from
Nordic Aviation in 2021-2022, and 14 widebodies (and 2 A220s) from
Voyager Aviation in 2023, during their respective chapter 11
bankruptcy proceedings. In 2023, Azorra entered a purchase a
agreement to acquire 12 young crossovers from EgyptAir as part of
its fleet transition.
While Azorra had aircraft leases placed with 33 customers across 26
countries as of June 30, 2024, Porter Airlines comprised 9% of net
book value though none of the current orderbook is placed with
Porter. To some extent, Azorra's fleet is diversified by geography,
with Latin America, North America, and Europe comprising 9%, 25%,
and 29% of net book value, respectively, as of June 30, 2024.
However, given current aircraft undersupply across the industry,
utilization of older aircraft has increased and Azorra's current
fleet is fully placed with lessees.
Airline operating lease companies benefit from medium to long lease
terms, and as a result, good earnings transparency. In the current
macroenvironment, demand from airline customers far exceed aircraft
supply due to growing air travel and manufacturer challenges,
leading to good fleet utilization for operating lessors.
Azorra's fleet has a weighted average remaining lease term of 6.1
years, which is on the lower end of the industry average range of
five to eight years. S&P believes the lower average lease term
exposes the company to re-leasing risks and lower fleet utilization
during periods of stress. However, over the next 12 months, we
expect the company to re-lease at higher rates based on the
stronger aircraft demand conditions.
The company's lease yield was about 11.2% in 2023, and S&P expects
it to remain around this level over the next 12 months, supported
by higher re-leasing rates over the near term and the continued
undersupply of aircraft leading to higher yields on older aircraft.
Strong utilization and yields support the company's high EBIT
margins of around 58% in 2023, which is slightly higher than other
rated aircraft lessors. Further margin upside could be supported by
gains on sales of assets over the next 12 months, but by the same
token, Azorra's profitability could be volatile due to this
component of earnings, as well as the company's small scale and
operations in a niche market. Furthermore, Azorra's relatively
older fleet could expose the company to greater re-leasing risk and
cash flow volatility during periods of weaker demand or higher oil
prices.
Azorra is owned by funds of Oaktree Capital Management.
Financial-sponsor ownership limits further upside to the rating
through our financial risk assessment given our expectation that
sponsors may use aggressive financial policies to prioritize
short-term returns. However, financial-sponsor ownership does not
preclude a higher rating through improvements in Azorra's business
strength and funding profile. While S&P views Oaktree as a
financial sponsor, Azorra operates with stronger credit metrics
than many financial-sponsor-owned peers. Oaktree has contributed
over $800 million equity to Azorra since 2021.
S&P expects sponsors to operate companies in a way that prioritizes
short-term returns. That said, management has on average commercial
aircraft leasing experience of over 25 years, and much of the team
has worked together in in prior roles. CEO John Evans developed,
managed, and sold other aviation leasing businesses prior to
founding Azorra. The board includes four directors from Oaktree,
two directors from Azorra, and two external directors with
significant industry experience.
For most peers S&P rates, the ratio of secured debt to total assets
is less than 30%. Pro forma for the proposed financing, it expects
secured debt to total assets to be 45%-55% over the next 12 months.
In S&P's view, having fewer encumbered assets aids financial
flexibility--lessors with a sizable, unencumbered asset base can
use the assets as collateral for secured borrowings if access to
unsecured borrowing becomes unavailable.
S&P includes as peers other rated small and midsize aircraft
lessors such as Griffin Global Asset Management Holdings,
Castlelake Aviation Ltd., Nordic Aviation Capital, and FTAI
Aviation Ltd.
B&B 4365 OHIO: Unsecureds to be Paid in Full in Liquidating Plan
----------------------------------------------------------------
B&B 4365 Ohio St., LLC, filed with the U.S. Bankruptcy Court for
the Southern District of California a Combined Disclosure Statement
and First Amended Chapter 11 Plan of Liquidation dated August 26,
2024.
Before the Petition Date, the Debtor owned and operated commercial
real property commonly known as 4365-4369 Ohio Street, San Diego,
CA 92104 (the "Property").
The Property was income producing. More specifically, the Property
had six units, one of which was occupied by a tenant with a lease
and the other five of which were operated as short-term rentals.
Prior to the Petition Date, the Debtor was in the process of
converting the Property to condominiums.
The Debtor, through its owners John Murphy and Jonathan Cox, and
with the CRO, engaged in substantial, good faith efforts to sell or
refinance the Property, including listing the Property and engaging
with multiple potential purchasers and refinancers. As a result of
those efforts, the Debtor was able to negotiate the sale of the
Property, along with the associated personal property, to BP
Investment, LLC ("Buyer") for a purchase price of $5,500,000.
The sale closed on June 28, 2024. The lease for the unit of the
Property that was rented to a tenant was assumed and assigned to
the Buyer as part of the sale. The Secured Assignees were paid in
full from the sale proceeds, in the aggregate amount of
approximately $4,639,549.85.
Additionally, the Debtor's property taxes, owing from before the
Petition Date through the closing date, was paid at closing, in the
amount of approximately $56,543.21. In sum, after the payment of
the Secured Assignees, taxes and other closing costs, the Debtor's
estate received approximately $776,950.43 in net sale proceeds. As
a result of the sale, the Debtor has liquidated substantially all
of its assets and is no longer operating the Property.
This Plan is a liquidation plan that seeks to pay Allowed Claims,
as set forth herein, from the net cash proceeds of the sale of the
Property and cash remaining in the Estate from the Debtor's
operation of the Property before the sale.
Class 1 consists of General Unsecured Claims. Allowed General
Unsecured Claims will be paid in full, without interest, on the
Effective Date. Because Allowed General Unsecured Claims will not
receive interest, the Claims are impaired and entitled to vote on
the Plan. The allowed unsecured claims total $10,032.32.
The Interest Holders have agreed to provide consultation services
to Buyer in exchange for the conditional gift of the distribution
that otherwise would have been made to BluePrint.
The Interest Holders further have agreed utilize their
distributions to fund payment to the disputed Claims of Michael
Castelli, Daniel Earl and Erica Dietrich, and John and Vivian
Wheeler, provided, however, that to participate in the distribution
Michael Castelli, Daniel Earl and Erica Dietrich, and John and
Vivian Wheeler must opt-in to the Third Party Release provided for
in Section XII.B herein by executing and returning a Release Opt-In
Election Form.
The Claims of Michael Castelli, Daniel Earl and Erica Dietrich, and
John and Vivian Wheeler against the Debtor are disputed. In an
effort to avoid litigation and the concomitant administrative
expense, the Interest Holders have agreed to fund a pro rata
payment from what would otherwise be the distribution on account of
their equity Interests in the Debtor, conditioned on the Third
Party Release.
A full-text copy of the Combined Disclosure Statement and Plan
dated August 26, 2024 is available at
https://urlcurt.com/u?l=japOwK from PacerMonitor.com at no charge.
Attorneys for the Debtor:
Ali M.M. Mojdehi, Esq.
Allison M. Rego, Esq.
Barnes & Thornburg LLP
655 West Broadway, Suite 1300,
San Diego, CA 92101
Tel: (619) 321-5000
Fax: (310) 284-3894
Email: amojdehi@btlaw.com
About B&B 4365 Ohio St.
B&B 4365 Ohio St., LLC, owns and operates a commercial real
property commonly known as 4365-4369 Ohio Street, San Diego, CA
92104 (the "Property").
The Debtor filed its voluntary petition for Chapter 11 protection
(Bankr. S.D. Calif. Case No. 23-03488) on Nov. 6, 2023, with $1
million to $10 million in both assets and liabilities.
Judge Margaret M. Mann oversees the case.
Barnes & Thornburg, LLP serves as the Debtor's legal counsel.
BACONE COLLEGE: Seeks to Hire Joyce Gordon as Accountant
--------------------------------------------------------
Bacone College seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Oklahoma to hire Joyce Gordon, a tax
preparer based in Fayetteville, NC, as accountant.
Ms. Gordon will prepare required monthly operating reports and to
generally provide its assistance as needed in this bankruptcy case.
The rates to be charged by Ms. Gordon is $62 per hour for the
compilation and completion of operating reports and for all other
services.
Ms. Gordon assured the court that he is a disinterested person as
defined by 11 U.S.C. Section 101(14).
The accountant can be reached at:
Joyce Gordon
2805 Little Dr
Fayetteville, NC 28314
About Bacone College
Bacone College is a private college in Muskogee, Oklahoma founded
in 1880 to educate American Indian students. As a historical
American-Indian serving institution, Bacone College provides
holistic, liberal arts, educational experience for students in a
culturally diverse environment.
Bacone College filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Okla. Case No.
24-80487) on June 21, 2024, listing $10 million to $50 million in
assets and $1 million to $10 million. The petition was signed by
Josh Johns as Board Member.
Judge Paul R Thomas presides over the case.
Ron Brown, Esq. at BROWN LAW FIRM PC represents the Debtor as
counsel.
BALCAN INNOVATIONS: S&P Assigns 'B' ICR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to Balcan
Innovations Inc. S&P also assigned its 'B' issue-level and '3'
(50%) recovery rating to the company's proposed first-lien term
loan.
Balcan, a custom films, flexible plastic packaging, and reflective
insulation manufacturer, plans to issue a seven-year US$450 million
first-lien term loan to refinance its existing capital structure.
S&P said, "The stable outlook reflects our expectation that Balcan
will maintain S&P Global Ratings-adjusted debt to EBITDA below 6x
over the next few years. This incorporates our assumption for
annual revenue growth of mid- to high-single-digit percent with
modest EBITDA margin expansion and relatively flat debt levels.
"Our ratings on Balcan reflects our view of the company's
relatively small scale and operations in the highly fragmented and
competitive flexible packaging industry. In our view, Balcan is a
relatively small player in the roughly US$40 billion North American
flexible packaging market, with a share of less than 1% and a focus
on manufacturing custom films, flexible packaging, and reflective
insulation products. We believe the company's limited scale--with
annual revenue of about C$600 million and eight facilities--makes
the company more vulnerable to potential operational disruptions or
competitive pressures than larger and more diverse packaging
peers."
Balcan competes in the highly fragmented flexible packaging
industry with smaller and more regional players, as well as
considerably larger peers with more product offerings, including
Berry Global Group Inc., ProAmpac Intermediate Inc., and Charter
Next Generation Inc. S&P said, "That said, we recognize that Balcan
has a long-standing relationship with well-established blue-chip
customers. In addition, a majority of Balcan's products (over 90%)
are customized and require a capital-intensive vendor qualification
process. We think this that offers some degree of stickiness with
Balcan's existing customers and is reflected in the company's low
churn rate of less than 2%, which we expect will continue."
S&P said, "Balcan's operations are vertically integrated with a
variable cost structure; we estimate about three-quarters of its
operating costs are variable. In our view, this limits potential
decline in earnings when demand is slow. While most of Balcan's
input costs are comprised of raw materials such as resin, which can
be volatile, the company has demonstrated an ability to mitigate
higher raw material costs with price increases. This stems from our
view that a majority of its contracts in the flexible packaging
segment (which represents about 70% of revenue) allow the company
to pass increases in raw material costs to customers, albeit with a
lag of 30-60 days. Still, delays in price increases or consistent
raw material cost increases could result in a temporary but
substantial deterioration in the company's margins." For example,
similar to peers in the packaging industry, in 2022 and 2023,
Balcan faced destocking challenges and back-to-back resin price
hikes that squeezed the company's margins from about 23% in 2020 to
around 15%.
Balcan also offers a wide range of products to various end markets
with different demand characteristics in some instances, thereby
limiting earnings volatility. Balcan is well-positioned in some of
these end markets. For instance, it is a leading North American
producer of reflective insulation and specialty security packaging
(representing about 18% and 15% of revenue, respectively). S&P
estimates that more than half of the revenue Balcan generates is to
end markets with more cyclical demand characteristics, including
new construction activity, chemicals, and industrials. That said, a
good balance of revenue from less-cyclical end markets comprises
about 35% of sales, including nondiscretionary consumer products;
food and beverage; and repair and remodeling activities.
S&P said, "We expect Balcan's annual EBITDA to grow to more than
C$120 million by 2026 from demand growth and the ramp up of its
Wisconsin facility. The company started production at its new
facility in Wisconsin last year, which we expect will reach near
full capacity by the end of 2024 and add around 5%-10% of
incremental film production capacity. As capacity utilization at
the facility improves over the next few quarters, we expect strong
revenue growth and consolidated adjusted EBITDA margin expansion to
above 17%.
"Our anticipation for improving profitability also considers
Balcan's focus on increasing capacity at its existing facilities,
which we expect to add 5%-10% to annual volumes. These factors,
combined with continued demand growth across the company's product
portfolio through 2026, will likely contribute to average annual
adjusted EBITDA growth of about 10% over the next three years.
"We expect leverage to remain below 6x with good prospect for
positive free cash flow. Growth in earnings and relatively flat
adjusted debt levels contribute to our forecast for a gradual
decline in adjusted debt to EBITDA to below 5x in 2026 from about
6x this year. We also assume the company will generate annual free
operating cash flow above C$20 million (or 3% of debt) over the
next few years, which includes an increase in capital expenditure
to C$35 million-C$40 million beyond 2024 (about 5% of revenue). We
estimate nearly half of the capex is growth related, which provides
flexibility to protect cash flow in a stress scenario. Following
the proposed transaction, Balcan will remain majority owned by
private equity firm BDT & MSD Partners, which we consider a
financial sponsor. In our view, financial sponsors typically follow
an aggressive financial policy, which we think makes it unlikely
that leverage would decline and sustain below 5x.
"The stable outlook reflects our expectation that Balcan will
maintain adjusted debt to EBITDA below 6x over the next few years.
This incorporates our assumption for annual revenue growth of mid-
to high-single-digit percent with modest EBITDA margin expansion
and relatively flat debt levels.
"We could lower the rating on Balcan within the next 12 months if
we expect the company to generate adjusted debt to EBITDA above
6.5x or sustain adjusted FOCF to debt below 3%. This could occur if
the company's operating performance deteriorates because of
volatile raw material costs, increasingly competitive market
conditions, the loss of key customers; or debt-funded acquisitions
or shareholder returns.
"Although unlikely over the next 12 months given its
financial-sponsor ownership, we could raise our rating on Balcan if
the company's S&P Global Ratings-adjusted debt to EBITDA falls
below 5x and we think there is a low likelihood it would increase
to above 5x. This could occur if the company and its financial
sponsor demonstrate a commitment to a more-conservative financial
policy.
"Governance is a moderately negative consideration in our analysis,
as is the case for most rated entities owned by private-equity
sponsors. We believe Balcan's highly leveraged financial risk
profile points to corporate decision-making that prioritizes the
interests of the controlling owners. This also reflects the
generally finite holding periods and a focus on maximizing
shareholder returns. We view environmental and social factors as
neutral."
BARTLEY INVESTMENTS: Hires OutFast Property Management LLC
----------------------------------------------------------
Bartley Investments, Ltd. seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Jeremy Kloter of
OutFast Property Management LLC to manage its real estate
holdings.
The firm will be compensated as follows:
a. 75 percent of the first month's rent leasing fee;
b. 8 percent monthly management fee of total rent collected;
and
c. 25 percent of one month's rent lease renewal fee.
Mr. Kloter assured the court that his firm is a "disinterested
person" as defined in 11 U.S.C. 101(14).
The firm can be reached through:
Jeremy Kloter
OutFast Property Management LLC
1718 E 7th Ave, Ste 201B
Tampa FL 33605
Tel: (813) 324-5852
About Bartley Investments
Bartley Investments Ltd owns 12 rental properties in Tampa Villa
South, Tampa, Florida valued at $8.68 million.
Bartley Investments Ltd sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02952)
on May 23, 2024. In the petition signed by Allan N. Bartley,
general partner, the Debtor disclosed total assets of $8,764,925
and total liabilities of $3,703,633.
Honorable Bankruptcy Judge Catherine Peek McEwen oversees the
case.
Buddy D. Ford, Esq., at Buddy D. Ford, P.A. serves as the Debtor's
counsel.
BARTLEY INVESTMENTS: Selling Leila Avenue Property for $350,000
---------------------------------------------------------------
Bartley Investments Ltd. will ask the U.S. Bankruptcy Court for the
Middle District of Florida to approve the sale of its property,
free and clear of liens, on October 15, 2024.
The Debtor is looking to sell its property located at 2815 W. Leila
Avenue, Tampa, Fla. The deal is expected to close on October 22,
2024.
In August 2024, the Debtor executed an "As Is" Commercial Contract
for Sale and Purchase with the buyer, Coastal Acquisition Partners,
LLC. Coastal is offering $350,000 for the Property.
According to the Debtor, these parties may claim a lien against the
Real Property:
(a) Hillsborough County Tax Collector, in the amount of
$9,897.29; and
(b) Tamala Menendez, based upon a Final Judgment entered by
the Circuit Court of Hillsborough County, Florida. The Final
Judgment may constitute a lien on all of the Debtor's real property
located in Hillsborough County, Florida.
The Debtor, however, is seeking an order authorizing it to sell the
Real Property free and clear of all liens pursuant to 11 U.S.C.
Sec. 363.
Coastal will be paying its broker, Smith and Associates Real
Estate, a 2.5% commission upon the closing of the sale.
About Bartley Investments
Bartley Investments Ltd sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02952)
on May 23, 2024. At the time of filing, Bartley owned 12 rental
properties in Tampa Villa South, Tampa, Florida, valued at $8.68
million. In the petition signed by Allan N. Bartley, general
partner, the Debtor disclosed total assets of $8,764,925 and total
liabilities of $3,703,633.
The Hon. Bankruptcy Judge Catherine Peek McEwen oversees the case.
Buddy D. Ford, Esq., at Buddy D. Ford, P.A. serves as the Debtor's
counsel. The Debtor tapped Keller Williams South Tampa Realty as
its real estate broker.
BARTLEY INVESTMENTS: Selling San Pedro Property for $760,000
------------------------------------------------------------
Bartley Investments Ltd. will ask the U.S. Bankruptcy Court for the
Middle District of Florida to approve the sale of its property at
3804 W. San Pedro Street, Tampa, FL 33629, free and clear of liens,
on October 15, 2024.
In August 2024, the Debtor executed an "As Is" Commercial Contract
for Sale and Purchase with the buyer, Coastal Acquisition Partners,
LLC. Coastal is offering $760,000 for the Property. The deal is
expected to close by December 12, 2024.
Coastal is also looking to acquire the Debtor's property located at
2815 W. Leila Avenue, Tampa, Fla., for $350,000. This deal is
expected to close on October 22, 2024.
According to the Debtor, Tamala Menendez may claim a lien against
the Real Property based upon a Final Judgment entered by the
Circuit Court of Hillsborough County, Florida. The Final Judgment
may constitute a lien on all of the Debtor's real property located
in Hillsborough County, Florida.
The Debtor, however, is seeking an order authorizing it to sell the
Real Property free and clear of all liens pursuant to 11 U.S.C.
Sec. 363.
Coastal will be paying its broker, Smith and Associates Real
Estate, a 2.5% commission upon the closing of the sale.
About Bartley Investments
Bartley Investments Ltd sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02952)
on May 23, 2024. At the time of filing, Bartley owned 12 rental
properties in Tampa Villa South, Tampa, Florida, valued at $8.68
million. In the petition signed by Allan N. Bartley, general
partner, the Debtor disclosed total assets of $8,764,925 and total
liabilities of $3,703,633.
The Hon. Bankruptcy Judge Catherine Peek McEwen oversees the case.
Buddy D. Ford, Esq., at Buddy D. Ford, P.A. serves as the Debtor's
counsel. The Debtor tapped Keller Williams South Tampa Realty as
its real estate broker.
BASIC FUND: Drops Opt-Out Releases From Plan
--------------------------------------------
Ben Zigterman of Law 360 reports that a Delaware bankruptcy judge
said Monday that he would allow toymaker Basic Fun to seek votes on
its Chapter 11 restructuring plan after the debtor changed its
third-party releases from opt-outs to opt-ins.
Judge Craig T. Goldblatt on Sept. 30, 2024, entered an order
approving the adequacy of the Disclosures in the Debtor's First
Amended Combined Plan and Disclosure Statement on an interim basis.
The Court set a Plan confirmation hearing for Oct. 21, 2024, at
11:30 AM at US Bankruptcy Court, 824 Market St., 3rd Fl., Courtroom
#7, Wilmington, Delaware.
The U.S. Trustee noted in its objection to approval of the
Disclosure Statement that in Harrington v. Purdue Pharma L.P., 603
U.S. __, 144 S. Ct. 2071, 2082-88 (2024), the Supreme Court held
that non-consensual third-party releases are not authorized under
the Bankruptcy Code.
"Here, the Debtors do not meet the state-law burden of establishing
that the Releasing Parties will expressly consent to release their
property rights nor to having that release memorialized in the
Plan," the U.S. Trustee said.
"The Debtors propose that the Third-Party Releases in the Plan,
which benefit numerous non-debtors that are Released Parties, bind:
(a) all parties who vote to accept the Plan, unless they check an
opt-out box on the returned ballot; (b) those who vote to reject
the Plan, unless they check an opt-out box on the returned ballot;
(c) all creditors in voting classes who abstain from voting and do
not check an opt-out box on a returned ballot; (d) claimants or
holders of interests in non-voting classes who are deemed to accept
the plan, unless they complete and return an opt-out election form;
and (e) and unclassified claims. Because the Plan forces
third-party releases on these parties without their affirmative
consent, the releases are non-consensual and cannot be approved
under Purdue," the U.S. Trustee added.
To address the concerns, the Plan was amended to provide that
releasing parties will only include all Holders of Claims who vote
to reject the Combined Plan and Disclosure Statement and who
affirmatively OPT IN in to the releases provided by the Combined
Plan and Disclosure Statement.
About Basic Fun
Basic Fun, Inc. -- https://www.basicfun.com/ -- develops and
markets novelty and impulse toys. The Boca Raton-based company
offers collectibles, small dolls, retro and science toys,
pre-school, youth electronics, and construction.
Basic Fun and its affiliates sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-11432) on June 28,
2024, with $50,000 to $100,000 in both assets and liabilities.
Frank McMahon, chief financial officer, signed the petitions.
Judge Craig T. Goldblatt oversees the cases.
The Debtors tapped Polsinelli, PC, as counsel and Oppenheimer & Co.
Inc. as financial advisor and investment banker. Stretto, Inc. is
the administrative advisor.
BEYOND AIR: Announces $20.6MM Private Placement Offering
--------------------------------------------------------
Beyond Air, Inc. announced on September 27, 2024, that it has
entered into a securities purchase agreement with certain
institutional and accredited investors, as well as Company
insiders.
"We have strengthened our balance sheet, eliminated debt payments
through mid-2026 and extended our cash runway, all of which allows
us to continue the momentum of our recent commercial efforts for
LungFit PH. We are extremely pleased to add multiple
healthcare-focused institutional funds as investment partners who
share our vision for the future for LungFit PH," commented Steve
Lisi, Chairman and Chief Executive Officer of Beyond Air.
$20.6 million Private Placement Offering
Under the terms of the securities purchase agreement, the investors
have agreed to purchase in a private placement offering 40,392,155
shares of the Company's common stock (or pre-funded warrants in
lieu thereof) and accompanying warrants to purchase up to
40,392,156 shares of common stock, at a purchase price of $0.51 per
common share (or $0.5099 per pre-funded warrant in lieu thereof)
and accompanying warrant in a private placement priced
at-the-market under the rules of the Nasdaq Stock Market.
The pre-funded warrants and the warrants will be exercisable upon
shareholder approval. The pre-funded warrants will be exercisable
at a price of $0.0001 per share until exercised in full. The
warrants will have an exercise price of $0.38 per share and a term
of five years commencing upon shareholder approval.
The gross proceeds to the Company from this offering are expected
to be approximately $20.6 million before deducting the placement
agent fees and other offering expenses payable by the Company.
Insiders have contributed $2 million to the offering. The Company
intends to use the net proceeds from this offering for working
capital purposes. The private placement offering is subject to the
satisfaction of certain closing conditions.
BTIG, LLC acted as the lead placement agent, and each of Laidlaw &
Company (UK) Ltd., JonesTrading Institutional Services LLC and
Brookline Capital Markets, a division of Arcadia Securities, LLC
acted as co-placement agents for the offering.
Retiring $17.5 Million Term Loan with Avenue Capital
Beyond Air and Avenue Capital have reached an agreement to
extinguish the Avenue Capital senior secured term loan for a
one-time payment of $17.85 million. This agreement eliminates the
debt and interest payments that would have been made to Avenue
Capital from October 1, 2024 through June 30, 2026 of $12 million.
In addition, Avenue Capital is investing $3.35 million in Beyond
Air through the private placement equity offering.
$11.5 Million Loan Agreement
The Company entered into a $11.5 million royalty funding agreement
led by certain Beyond Air board members based on net sales of
LungFit PH. This debt will carry a payment-in-kind (PIK) interest
rate of 15% until July 2026. Payments for interest and principal
will commence in July 2026 and be determined based on an 8% royalty
rate on sales of LungFit PH. Payments will continue until principal
and accrued interest are paid off.
About the Private Placement Offering
The offer and sale of the foregoing securities are being made in a
transaction not involving a public offering and have not been
registered under the Securities Act of 1933, as amended, or
applicable state securities laws. Accordingly, the securities may
not be reoffered or resold in the United States except pursuant to
an effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and such
applicable state securities laws.
Under an agreement with the investors, the Company is required to
file an initial registration statement with the Securities and
Exchange Commission covering the resale of the shares of common
stock and shares underlying the pre-funded warrants and warrants
within 30 calendar days and to use its best efforts to have the
registration statement declared effective as promptly as practical
thereafter, and in any event no later than 105 days after today in
the event of a "full review" by the Securities and Exchange
Commission.
About Beyond Air
Headquartered in Garden City, N.Y., Beyond Air, Inc. --
www.beyondair.net -- is a commercial-stage medical device and
biopharmaceutical company developing a platform of nitric oxide
generators and delivery systems (the "LungFit platform") capable of
generating NO from ambient air. The Company's first device, LungFit
PH, received premarket approval from the FDA in June 2022. The NO
generated by the LungFit PH system is indicated to improve
oxygenation and reduce the need for extracorporeal membrane
oxygenation in term and near-term (>34 weeks gestation) neonates
with hypoxic respiratory failure associated with clinical or
echocardiographic evidence of pulmonary hypertension in conjunction
with ventilatory support and other appropriate agents.
East Hanover, New Jersey-based Marcum LLP, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated June 24, 2024, citing that the Company has incurred
significant losses and needs to raise additional funds to meet its
obligations and sustain its operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
As of June 30, 2024, Beyond Air had $46.50 million in total assets,
$28.80 million in total liabilities, and $17.70 million in total
equity.
BILEN PROPERTIES: Files for Subchapter V Bankruptcy
---------------------------------------------------
Bilen Properties LLC filed for chapter 11 protection in the
District of Maryland. 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.
About Bilen Properties
Bilen Properties LLC sought relief under Subchapter V of Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 24-18086) on
Sept. 26, 2024. In the petition signed by Aaron Eyob, as managing
member, the Debtor estimated assets and liabilities between
$500,000 and $1 million.
Stephen Metz has been appointed as Subchapter V Trustee.
The Debtor is represented by:
Justin Philip Fasano, Esq.
McNamee Hosea, P.A.
2227 Bel Pre Road
Silver Spring, MD 20906
BISHOP OF SAN DIEGO: Comm. Taps Morgan Lewis as Insurance Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors of the Roman Catholic
Bishop of San Diego seeks approval from the U.S. Bankruptcy Court
for the Southern District of California to employ Morgan, Lewis &
Bockius LLP as its special insurance counsel.
The firm's services include:
a. advising the Committee on steps to preserve and maximize
claimants' ability to access the Diocese's responsive insurance
coverage;
b. attending meetings, mediation sessions and negotiating with
representatives of the Debtor, its insurance carriers, the future
claimants' representative (if one is appointed), and other parties
in interest in this Chapter 11 Case to preserve insurance coverage
and resolve disputed insurance issues;
c. assisting the Committee with insurance-related matters in
connection with formulating a chapter 11 plan and funding any trust
established under the plan for payment of sexual abuse claims;
d. analyzing and assisting the Committee in evaluating any
settlement motions related to the Debtor's insurance policies; and
e. providing additional advice or actions related to the
Debtor's insurance coverage as needed by the Committee.
The firm will be paid at these rates:
David S. Cox $1,265 per hour
Partners $1,010 to $1,860 per hour
Associates $600 to $900 per hour
Insurance Analyst $455 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The following information is provided in response to the request
for additional details as set forth Paragraph D.1 of the Appendix B
Guidelines:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: Yes. As set forth in paragraph 17 above, Morgan Lewis
has agreed to a unitary “blended” rate of $945 per hour for
timekeepers staffed on this matter in order to provide a discount
on its typical rates.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: None of the professionals from Morgan Lewis involved
in this engagement have varied or will vary their rates based on
the geographic location of the bankruptcy case.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference?
Response: Not applicable. Morgan Lewis did not represent the
Committee during the prepetition period given that the Committee
did not exist until appointed on July 1, 2024
Question: Has your client approved yout prospective budget and
staffing plan and, if so, for what budget period?
Response: The Committee reviewed Morgan Lewis' proposed hourly
billing rates and staffing plan for the three months of the case.
David S. Cox, Esq., a partner at Morgan, Lewis & Bockius LLP,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
David S. Cox
Morgan, Lewis & Bockius LLP
300 South Grand Ave., 22nd Floor
Los Angeles, CA 90071-3132
Tel: (213) 612-7315
Fax: (213) 612-2501
Email: david.cox@morganlewis.com
About The Roman Catholic Bishop of San Diego
The Roman Catholic Bishop of San Diego sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.P.R. Case No.
24-02202) on June 17, 2024. In the petition signed by Rodrigo
Valdivia, vice moderator of the Curia, the Debtor disclosed up to
$500 million in both assets and liabilities.
Judge Christopher B. Latham oversees the case.
The Debtor tapped Gordon Rees Scully Mansukhani, LLP as counsel and
GlassRatner Advisory & Capital Group, LLC, doing business as B.
Riley Advisory Services, as financial advisor. Donlin, Recano &
Company, Inc., as administrative advisor.
BLUE DUCK: Hearing on Trustee Appointment Set for Oct. 10
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas is set
to hold a hearing on Oct. 10 to consider the motion to appoint an
independent trustee or, in the alternative, an examiner in the
Chapter 11 case of Blue Duck Energy, Ltd.
The motion was filed by JetTexas Oil, LLC and its owner Garrett
Johnson who accused Stewart Hoge, a Dallas attorney, of using Blue
Duck to steal millions from him.
In the motion, Hudson Jobe, Esq., attorney for JetTexas and Mr.
Johnson, raised the need to appoint a trustee to take over the
bankruptcy case of Blue Duck, saying its management "committed
fraud, dishonesty, and has grossly mismanaged the affairs" of the
company.
A trustee is also required for "true independence" in investigating
and prosecuting the claims of Blue Duck against Mr. Hoge and his
son-in-law, James Kondziela, who manages the company's general
partner, according to the attorney.
Mr. Jobe said his clients believe that most, if not all, of Blue
Duck Energy's funding comes from their cash investments of over
$4.4 million.
Mr. Johnson and the accused were required to appear at the hearing.
Meanwhile, the bankruptcy court required Blue Duck's management to
file the company's monthly operating reports and the bank
statements of its subsidiary, Blue Duck Energy MVR, LLC.
Attorneys for JetTexas and Mr. Johnson:
Hudson M. Jobe, Esq.
Jobe Law, PLLC
6060 North Central Expressway, Suite 500
Dallas, Texas 75206
(214) 807-0563
Email: hjobe@jobelawpllc.com
And
Jose M. Portela, Esq.
Blake L. Beckham, Esq.
Matthew McGowan, Esq.
Beckham Portela
3400 Carlisle, Suite 550
Dallas, Texas 75204
214-965-9300 – Telephone
214-965-9301 – Facsimile
About Blue Duck Energy
Blue Duck Energy, Ltd., a company in Dallas, Texas, sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D. Texas Case No. 24-20224) on Aug. 14, 2024, with $10 million to
$50 million in both assets and liabilities. James Kondziela,
manager of the Debtor's general partner, signed the petition.
Judge Robert L. Jones oversees the case.
Bonds Ellis Eppich Schafer Jones, LLP, led by Joshua N. Eppich, is
the Debtor's legal counsel.
BLUE LIGHTNING: Hearing Today on $1.2MM Property Sale to Fussell
----------------------------------------------------------------
Blue Lightning Holdings Inc. will appear before the U.S. Bankruptcy
Court for the Northern District of Texas, Fort Worth Division,
today, October 2 at 1:30 p.m. to seek the green light to sell its
property located at 9333 Crowley Road, Fort Worth, Texas.
Ryan Fussell is offering $1,200,000 for the Property.
The Debtor proposes to sell the Property "free and clear of all
liens, claims and encumbrances. The known lienholders on the
Property are the Tarrant County Tax Assessor, City of Fort Worth,
Tarrant County, Tarrant County College, Fidelis Private Fund LP,
Del Toro Loan Servicing Inc., and Centerstone SBA Lending Inc.
The Debtor notes its confirmed Plan provided for the sale of the
Property, the satisfaction of the real property tax liens and
Fidelis' liens and the remittance of all Net Proceeds (i.e. amounts
net of broker fees and other standard closing costs) to
Centerstone. However, the Debtor has recently been informed that
Centerstone is in possession of an agreement whereby the first
position Deed of Trust held by Fidelis is contractually
subordinated to the second position Deed of Trust held by
Centerstone. Assuming that the subordination is valid, the Debtor
requests that the Court authorize the sale of the Property free and
clear of all liens, claims and encumbrances (including those of
Fidelis and Centerstone) after the satisfaction of the ad valorem
property tax liens, and the remittance of all Net Proceeds to
Centerstone only.
The ad valorem property tax liens of the Property for 2024 will
either paid at the time of closing or remain attached and the taxes
will be prorated between Blue Lightning and Ryan Fussell.
About Blue Lightning Holdings
Blue Lightning Holdings, Inc. and its affiliates filed voluntary
petitions for Chapter 11 protection (Bankr. N.D. Texas Lead Case
No. 23-41064) on April 15, 2023. At the time of the filing, Blue
Lightning Holdings reported as much as $50,000 in assets and $1
million to $10 million in liabilities.
Judge Mark X. Mullin oversees the cases.
The Debtors tapped Howard Marc Spector, Esq., at Spector & Cox,
PLLC as legal counsel and Sabrina Hill, CPA, PLLC as accountant.
The Court on March 4, 2024, confirmed the Second Amended Chapter 11
Plan (Small Business Subchapter V) filed by Debtors.
CAPELLA HOSPITALITY: Case Summary & 15 Unsecured Creditors
----------------------------------------------------------
Debtor: Capella Hospitality, LLC
195 Antler Trail
Alpharetta GA 30005
Business Description: The Debtor operates hotels and motels.
Chapter 11 Petition Date: September 30, 2024
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 24-21224
Debtor's Counsel: William Rountree, Esq.
ROUNTREE, LEITMAN, KLEIN & GEER, LLC
2987 Clairmont Road Suite 350
Atlanta, GA 30329
Tel: 404-584-1238
Email: wrountree@rlkglaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Edward Fernandez as member.
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/TITVVOA/Capella_Hospitality_LLC__ganbke-24-21224__0001.0.pdf?mcid=tGE4TAMA
CARRIAGE ESTATES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Carriage Estates, LLC
4117 Boca Bay Drive
Dallas, TX 75244
Business Description: Carriage Estates is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: September 30, 2024
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 24-33034
Debtor's Counsel: Robert Buchholz, Esq.
THE LAW OFFICE OF ROBERT W. BUCHHOLZ, P.C.
5220 Spring Valley Road, Suite 618
Dallas, TX 75254
Tel: (214) 754-5500
Email: BOB@ATTORNEYBOB.COM
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Daniel C. Blackburn as president.
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/O7N3CWA/Carriage_Estates_LLC__txnbke-24-33034__0001.0.pdf?mcid=tGE4TAMA
CASH CLOUD: Hires Bankruptcy Recovery Group as Special Counsel
--------------------------------------------------------------
Cash Cloud, Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Nevada to employ Bankruptcy Recovery Group, LLC as
special counsel.
The Debtor has determined that it is in the best interest of
Debtor's estate to retain BRG as special counsel to prosecute the
Debtor's estate's preference actions and other recovery actions
identified arising under Chapter 5 of Title 11.
BRG will be retained on a contingency fee basis, calculated as
follows:
Pre-Suit: BRG shall earn legal fees on a contingency basis of
18.5 percent of the cash value of any recoveries and the cash
equivalent value of any claim waiver obtained from a potential
defendant (only to the extent the waiver of such claim accrues to
the estates' benefit and increases the estates' recovery) after BRG
issues a demand but prior to initiating an action proceeding
against such defendant.
Post Suit. BRG shall earn legal fees on a contingency basis of
25 percent of the cash value of any recoveries and the cash
equivalent value of any claim waiver obtained in connection with
the settlement (only to the extent the waiver of such claim accrues
to the estates' benefit and increases the estates' recovery) of any
action after BRG initiates an action but prior to obtaining a
judgment in connection therewith.
Post Judgment: BRG shall earn legal fees on a contingency
basis of 30 percent of the cash value of any recoveries and the
cash equivalent value of any claim waiver obtained (only to the
extent the waiver of such claim accrues to the estates' benefit and
increases the estates' recovery) from a defendant after BRG obtains
a judgment against such defendant.
As disclosed in the court filings, BRG and its members and
attorneys do not hold or represent any interest adverse to Debtors'
estates and BRG and its members and attorneys are disinterested
persons within the meaning of Sections 101(14) and 327 of the
Bankruptcy Code.
The firm can be reached through:
Gregory E. Garman, Esq.
Talitha Gray Kozlowski, Esq.
Garrett Nye, Esq.
BANKRUPTCY RECOVERY GROUP, LLC
7251 Amigo Street, Suite 210
Las Vegas, NV 89119
Phone: (702) 483-6126
About Cash Cloud
Cash Cloud Inc., doing business as Coin Cloud, operates automated
teller machines for buying and selling Bitcoin, Ethereum, Dogecoin,
and more than 40 other digital currencies with cash, card and
more.
Cash Cloud sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Nev. Case No. 23-10423) on Feb. 7, 2023, with $50
million to $100 million in assets and 100 million to $500 million
in liabilities. Chris McAlary, president of Cash Cloud, signed the
petition.
Judge Mike K. Nakagawa oversees the case.
The Debtor tapped Fox Rothschild, LLP as bankruptcy counsel; Baker
& Hostetler, LLP as regulatory counsel; and Province, LLC as
financial advisor. Stretto is the claims agent.
The U.S. Trustee for Region 17 appointed an official committee to
represent unsecured creditors in the Debtor's case. The committee
tapped McDonald Carano, LLP and Seward & Kissel, LLP as legal
counsels; and FTI Consulting, Inc. as financial advisor.
CASTLE US: EUR500MM Bank Debt Trades at 36% Discount
----------------------------------------------------
Participations in a syndicated loan under which Castle US Holding
Corp is a borrower were trading in the secondary market around 63.9
cents-on-the-dollar during the week ended Friday, Sept. 27, 2024,
according to Bloomberg's Evaluated Pricing service data.
The EUR500 million Term loan facility is scheduled to mature on
January 29, 2027. The amount is fully drawn and outstanding.
astle US Holding Corporation provides database tools and software
to public relations and communications professionals.
CENTENE CORP: Moody's Affirms 'Ba1' CFR, Outlook Stable
-------------------------------------------------------
Moody's Ratings has affirmed Centene Corporation's (Centene)
long-term corporate family rating and senior unsecured debt ratings
at Ba1. Moody's have also affirmed the Baa1 insurance financial
strength ratings of its six rated operating subsidiaries, including
the following: Bankers Reserve Life Ins. Co. of Wisconsin,
Coordinated Care Corp Indiana, Inc., Health Net of California,
Inc., MHS Health Wisconsin, Peach State Health Plan, Inc. and
Superior HealthPlan, Inc. The outlook for these entities is
stable.
RATINGS RATIONALE
Moody’s affirmation of Centene reflects its large scale with
approximately 22 million members (ex. Prescription drug plan),
leading market share in both Medicaid and the individual market and
improved leverage. In particular, the individual market has grown
strongly and has been solidly profitable. In addition, the current
management team, which assumed control in March 2022 has
streamlined and rationalized the business by divesting 11 non-core
businesses which returned an overall gain, though there were
several impairments as well.
Nevertheless, the company still faces challenges. Medicaid has been
adversely impacted primarily by the eligibility redetermination
process but also the revision of contracts in California, which
lead to an 18% decline in Medicaid membership year-over-year as of
Q2 2024. Furthermore, the medical loss ratio in Medicaid is
elevated due to the impact of redeterminations, but this should be
temporary as the states have been cooperative in ensuring actuarial
sound rates. And the company has struggled in Medicare Advantage
(MA). Star ratings have been weak with only 23% of members in plans
rated 3.5x stars or better, membership is down and the business is
losing money, which in part reflected a large premium deficiency
reserve (PDR). Results for 2025 are likely to remain challenged but
should improve as the company is exiting six poorly performing
states and will also have a smaller PDR. Finally, management has
invested in improving its 2025 star ratings, which would positively
impact earning in 2026.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings of Centene could be upgraded if the following occurs:
1) the adjusted financial leverage is maintained at 40% or below
and debt-to-EBITDA below 2.5x with well-laddered maturities; 2)
sustainable improvement in MA as evidenced by a significantly
higher percentage of members in 3.5 star plans and clear
improvement in earnings; 3) sustained membership growth in Medicaid
along with a normalized medical loss ratio; and 4) EBITDA margin
sustained at 5.0% or higher.
Conversely, the ratings of Centene could be downgraded if the
following occurs: 1) the risk based capital ratio is sustained
below 175% of the company action level (CAL); 2) the EBITDA margin
is consistently below 3.5%; 3) sustained poor performance in
Medicaid as evidenced by material contract losses and/or elevated
medical losses; and 4) financial leverage is sustained above 45%
and/or debt-to-EBITDA above 3.0x.
Centene is headquartered in St. Louis, Missouri. As of June 30,
2024 the reported LTM revenues of $157.8 million, 21.9 million
medical members (excluding prescription drug plan members) and
shareholders' equity of $27.4 million.
The principal methodology used in these ratings was US Health
Insurers published in February 2024.
CHALFONT LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Chalfont, LLC
4117 Boca Bay Drive
Dallas, TX 75244
Business Description: Chalfont is engaged in activities related to
real estate.
Chapter 11 Petition Date: September 30, 2024
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 24-33035
Debtor's Counsel: Robert Buchholz, Esq.
THE LAW OFFICE OF ROBERT W. BUCHHOLZ, P.C.
5220 Spring Valley Road, Suite 618
Dallas, TX 75254
Tel: (214) 754-5500
E-mail: BOB@ATTORNEYBOB.COM
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Daniel C. Blackburn as president/chief
executive officer.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/WUYZ6FI/Chalfont_LLC__txnbke-24-33035__0001.0.pdf?mcid=tGE4TAMA
CHEN FOUNDATION: Gets Final Approval to Use Cash Collateral
-----------------------------------------------------------
Chen Foundation, Inc. received final approval from the U.S.
Bankruptcy Court for the Southern District of New York to use the
cash collateral of its pre-bankruptcy lenders.
The final order penned by Judge John Mastando III authorized Chen
Foundation to use the cash collateral of Shanghai Commercial Bank
Ltd., New York Branch and The Shanghai Commercial & Savings Bank,
Ltd. in accordance with the budget it filed with the court.
This budget outlines anticipated cash receipts and expenditures
over a 13-week period. Chen Foundation is required to keep cash
operating expenses within 10% of the amounts specified in the
budget.
To protect the lenders' interests, the court approved measures
against any potential decrease in the value of the collateral.
These include granting the lenders' security interests and liens in
Chen Foundation's assets.
The lenders are currently owed about $26 million, according to
court filings.
About Chen Foundation
New York-based Chen Foundation, Inc. is primarily engaged in
renting and leasing real estate properties.
Chen Foundation filed its voluntary petition for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 24-10438) on March 18, 2024,
with $10 million to $50 million in both assets and liabilities.
Chen Foundation President Ted Chen signed the petition.
Judge John P. Mastando III oversees the case.
Jacobs, PC serves as the Debtor's legal counsel.
CITIUS PHARMACEUTICALS: Extends Vice Chairman's Term for One Year
-----------------------------------------------------------------
Citius Pharmaceuticals, Inc., disclosed in a Form 8-K filed with
the Securities and Exchange Commission that on Sept. 25, 2024, the
Company extended the term of the employment agreement with Myron
Holubiak, executive vice chairman, by another year to Oct. 31,
2025.
Effective May 1, 2022, the Board of Directors of the Citius
appointed Myron Holubiak as executive vice chairman with
responsibility for building the Company's commercial team and
guiding the anticipated product launches of the Company's first
commercial products. In connection with Mr. Holubiak's
appointment, the Company entered into an amended and restated
employment agreement with Mr. Holubiak. The term of the Employment
Agreement was set to expire on Oct. 31, 2024.
Warrant Extension
On Sept. 25, 2024, the Board of Directors of the Company approved
an extension by one year to Sept. 27, 2025, for warrants to
purchase an aggregate of 2,793,297 shares of common stock, $0.001
par value per share, with an exercise price of $0.77 per share of
common stock. The Investor Warrants are held by Leonard Mazur, the
Company's chief executive officer and Chairman of the Board of
Directors, and Myron Holubiak, the Company's executive vice
president and a member of the Board of Directors, and were
originally issued in September 2019 in an underwritten
at-the-market offering conducted by H. C. Wainwright & Co., LLC.
Mr. Mazur and Mr. Holubiak participated in the offering on the same
basis as all other investors. Additionally, 194,358 warrants with
an exercise price of $1.11875 per share issued in connection with
the 2019 Offering were extended by one year to
Sept. 27, 2025. The Underwriter Warrants are held by certain
representatives of Wainwright or their assignees. There are no
other Warrants remaining outstanding from the 2019 Offering and if
such Warrants were to be fully exercised, the Company would receive
approximately $2.4 million in cash proceeds.
About Citius Pharmaceuticals Inc.
Headquartered in Cranford, N.J., Citius Pharmaceuticals, Inc. --
http://www.citiuspharma.com/-- is a late-stage pharmaceutical
company dedicated to the development and commercialization of
first-in-class critical care products with a focus on oncology,
anti-infectives in adjunct cancer care, unique prescription
products, and stem cell therapy.
Boston, Massachusetts-based Wolf & Company, P.C., the Company's
auditor since 2014, issued a "going concern" qualification in its
report dated December 29, 2023, citing that the Company has
suffered recurring losses and negative cash flows from operations
and has a significant accumulated deficit. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
The Company experienced negative cash flows from operations of
$22,288,687 for the nine months ended June 30, 2024. The Company
had working capital of approximately $23,850,000 at June 30, 2024.
The Company estimates that its available cash resources will be
sufficient to fund its operations through December 2024, which
raises substantial doubt about the Company's ability to continue as
a going concern within one year after the date that the
accompanying condensed consolidated financial statements are
issued, said Citius in its Quarterly Report on Form 10-Q for the
period ended June 30, 2024.
COMMSCOPE HOLDING: Board Declares Dividend on Series A Preferred
----------------------------------------------------------------
CommScope Holding Company, Inc. disclosed in a Form 8-K filed with
the Securities and Exchange Commission that on Sept. 25, 2024, the
Board of Directors of the Company declared a dividend on the shares
of Series A Preferred Stock issued and outstanding as of the record
date for such dividend, as a dividend in kind in the form of 16,421
shares of Series A Preferred Stock in the aggregate, plus $88.75 in
cash in the aggregate in lieu of fractional shares. The Company
expects to pay the Dividend on Sept. 30, 2024.
On April 4, 2019, CommScope issued and sold 1,000,000 shares of the
Company's Series A Convertible Preferred Stock, par value $0.01 per
share, for an aggregate purchase price of $1.0 billion, or $1,000
per share, pursuant to an Investment Agreement by and between the
Company and Carlyle Partners VII S1 Holdings, L.P., dated as of
Nov. 8, 2018. Also, as previously disclosed, through Dec. 31,
2023, the Company has paid dividends in kind in the aggregate
amount of 162,085 shares of Series A Preferred Stock to the holders
of the Series A Preferred Stock; on March 31, 2024, the Company
paid a dividend in kind in the aggregate amount of 15,978 shares of
Series A Preferred Stock to the holders of the Series A Preferred
Stock as of March 15, 2024; and on June 30, 2024, the Company paid
a dividend in kind in the aggregate amount of 16,198 shares of
Series A Preferred Stock to the holders of the Series A Preferred
Stock as of June 15, 2024.
The Dividend is exempt from registration under the Securities Act
of 1933, as amended, pursuant to Section 4(a)(2) of the Securities
Act. Carlyle represented to the Company that it is an "accredited
investor" as defined in Rule 501 of the Securities Act and that the
Series A Preferred Stock is being acquired for investment purposes
and not with a view to, or for sale in connection with, any
distribution thereof, and appropriate legends will be affixed to
any certificates evidencing the shares of Series A Preferred Stock
and/or shares of the Company's common stock, par value $0.01 per
share, issued upon conversion of Series A Preferred Stock.
About CommScope Holding
Headquartered in Hickory, North Carolina, CommScope Holding
Company, Inc. -- https://www.commscope.com/ -- is a global provider
of infrastructure solutions for communication, data center and
entertainment networks. The Company's solutions for wired and
wireless networks enable service providers, including cable,
telephone and digital broadcast satellite operators and media
programmers to deliver media, voice, Internet Protocol (IP) data
services and Wi-Fi to their subscribers and allow enterprises to
experience constant wireless and wired connectivity across complex
and varied networking environments.
CommScope reported a net loss of $1.45 billion in 2023, a net loss
of $1.28 billion in 2022, a net loss of $462.6 million in 2021, and
net loss of $573.4 million in 2020. As of March 31, 2024, the
Company had $8.7 billion in total assets, $10.8 billion in total
liabilities, $3.3 billion in total stockholders' deficit.
* * *
As reported by the TCR on Nov. 22, 2023, S&P Global Ratings lowered
its issuer credit rating on CommScope to 'CCC' from 'B-' and
removed the ratings from CreditWatch with negative implications,
where they were placed on Oct. 31, 2023. S&P revised the outlook to
negative. The negative outlook reflects S&P's view that
CommScope's expected weak financial performance of leverage above
the 10x area and low FOCF generation in 2023 and 2024 will increase
the risk of a distressed exchange or buyback within the next 12
months to address upcoming maturities.
As reported by the TCR on March 15, 2024, Moody's Ratings
downgraded CommScope ratings including the corporate family rating
to Caa2 from B3. The ratings downgrade primarily reflects the
increasing risk of a capital restructuring including a distressed
exchange of some or all of the company's debt, with maturities
approaching including the company's senior notes in June 2025 and
secured debt in March and April of 2026.
CONN'S INC: Holding Going-Out-of-Business Sales for All Locations
-----------------------------------------------------------------
F.T. Norton of Fayetteville Observer reports that furniture
retailer Conn's Home Plus is closing all 170 stores, affecting
4,000 employees across 15 states, including a location across from
Cross Creek Mall in Skibo Road's Cross Creek Plaza.
The Fayetteville store is among 12 North Carolina locations
closing, along with stores in Alabama, Arizona, Colorado, Florida,
Georgia, Louisiana, Mississippi, New Mexico, Nevada, Oklahoma,
South Carolina, Tennessee, Texas and Virginia.
USA Today reported that in December, the company acquired fellow
home goods retailer W.S. Badcock, which operated Badcock Home
Furniture & More locations across the Southeast.
However, the retailer reported a net loss of nearly $77 million for
2023 and a 7.8% decrease in revenue year over year in its
fourth-quarter earnings call in April. Badcock also announced it is
closing an additional 35 stores on top of the shuttered Conn's
locations.
A going-out-of-business sale of 50% to 70% off is underway online
and at its physical stores.
This is the most recent large retailer to close in the area after
filing bankruptcy. Teen fashion retailer Rue 21 announced in May it
filed for Chapter 11 bankruptcy and would close all 543 locations,
which included two shops that closed in June here.
In 2023, after years of dismal sales and numerous failed turnaround
plans, Bed Bath & Beyond filed for bankruptcy and closed all 360
named stores and 120 buybuy Baby storefronts. Locally, that meant
vacating the buybuy Baby shop in the Freedom Town Center and Bed
Bath & Beyond in the Cross Pointe Center.
About Conn's, Inc.
Conn's, Inc., is a retailer of home goods and furniture in The
Woodlands, Texas.
Conn's and its affiliates sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 24-33357) on
July 23, 2024. In its petition, Conn's reported $1 billion to $10
billion in both assets and liabilities.
Judge Jeffrey P. Norman oversees the cases.
The Debtors tapped Duston K. McFaul, Esq., at Sidley Austin, LLP as
legal counsel; Houlihan Lokey, Inc. as investment banker; and BRG
Capital Advisors, LLC as interim management services provider.
Epiq Corporate Restructuring, LLC, is the Debtors' notice and
claims agent.
COSMOS HEALTH: Inks Warrant Exchange Agreement for New Warrants
---------------------------------------------------------------
Cosmos Health Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that on December 28, 2023,
the Company entered into a warrant exchange agreement with one
holder of certain of the Company's outstanding warrants issued on
July 21, 2023 and December 21, 2022, pursuant to which the Holder
received new warrants to purchase up to an aggregate of 4,874,126
shares of common stock, par value $0.001 per share, equal to 200%
of the 2,437,063 shares of common stock issuable pursuant to the
exercise of the Existing Warrants, in consideration for exercising
for cash any and all of such Existing Warrants.
On September 26, 2024, pursuant to an offer to exercise the
existing December 2023 New Warrants from the Company to the Holder,
the Holder and the Company agreed that:
* the Holder will receive new warrants to purchase up an
aggregate of 9,748,252 shares of common stock, par value $0.001 per
share, equal to 200% of the 4,874,126 New Warrant Shares issued to
the Holder on December 28, 2023;
* In consideration of the issuance of the 2024 New Warrants,
pursuant to the Inducement Offer and the Company's agreement that
the December 2023 New Warrants, which were issued more than six
months ago, may be exercised without receipt of Stockholder
Approval, the Holder will pay to the Company the reduced exercise
price of $0.8701 per share;
* In consideration for exercising the December 2023 New
Warrants, the Company will issue to the Holder:
(i) new unregistered Series A common stock purchase warrants,
to purchase up to a number of shares of common stock, equal to 100%
of the number of New Warrant Shares, and
(ii) new unregistered Series B common stock purchase warrants
to purchase up to a number of shares of common stock, equal to 100%
of the number of New Warrant Shares.
The Series A Warrants will be exercisable at any time on or after
the Stockholder Approval Date, and have a term of exercise of five
years from the Stockholder Approval Date. The Series B Warrants
will be exercisable at any time on or after the Stockholder
Approval Date and have a term of exercise of 18 months from the
Stockholder Approval Date. The 2024 New Warrants will have an
exercise price per share equal to $0.95, a premium to the closing
price of $0.8701 of the Company's common stock on September 26,
2024.
In connection with the Inducement Offer, A.G.P./Alliance Global
Partners has acted as financial advisor.
About Cosmos Health Inc.
Cosmos Health Inc. (Nasdaq: COSM), incorporated in 2009 in Nevada,
is a diversified, vertically integrated global healthcare group.
The Company owns a portfolio of proprietary pharmaceutical and
nutraceutical brands, including Sky Premium Life, Mediterranation,
bio-bebe, and C-Sept. Through its subsidiary, Cana Laboratories
S.A., which is licensed under European Good Manufacturing Practices
(GMP) and certified by the European Medicines Agency, it
manufactures pharmaceuticals, food supplements, cosmetics,
biocides, and medical devices within the European Union.
Cosmos Health also distributes a broad line of pharmaceuticals and
parapharmaceuticals, including branded generics and OTC
medications, to retail pharmacies and wholesale distributors
through its subsidiaries in Greece and the UK. Furthermore, the
Company has established R&D partnerships targeting major health
disorders such as obesity, diabetes, and cancer, enhanced by
artificial intelligence drug repurposing technologies. It focuses
on the R&D of novel patented nutraceuticals, specialized root
extracts, proprietary complex generics, and innovative OTC
products. Additionally, Cosmos Health has entered the telehealth
space through the acquisition of ZipDoctor, Inc., based in Texas,
USA. With a global distribution platform, the Company is currently
expanding throughout Europe, Asia, and North America, with offices
and distribution centers in Thessaloniki and Athens, Greece, and in
Harlow, UK.
New York, N.Y.-based RBSM LLP, the Company's auditor since 2024,
issued a "going concern" qualification in its report dated August
5, 2024, citing that the Company has incurred substantial operating
losses and will require additional capital to continue as a going
concern. This raises substantial doubt about the Company's ability
to continue as a going concern.
COUSIN ENTERPRISES: Hires Luxury Homes International as Realtor
---------------------------------------------------------------
Cousin Enterprises, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Tennessee to hire Kenneth Dennis
and Luxury Homes International as realtor.
Luxury Homes will sell the Debtor's real property commonly known as
286 Emily Lane, Bell Buckle TN 37020.
The court fix the compensation rate at 6 percent of the sales
price.
Mr. Dennis assured the court that he does not represent any adverse
interest to the estate, and is a disinterested person within the
meaning of 11 U.S.C. Sec. 101.
The realtor can be reached at:
Kenneth Dennis
Luxury Homes International
800 Crescent Centre Drive, Suite 430
Franklin, TN 37067
Tel: (781) 308-8973
Email: kenneth.dennis@lhinternational.co
About Cousin Enterprises, LLC
Cousin Enterprises, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Tenn. Case No. 4:24-bk-11426-NWW)
on June 12, 2024. In the petition signed by Randall Scott Cousin,
member, the Debtor disclosed up to $1 million in assets and up to
$500,000 in liabilities.
W. Thomas Bible, Jr., Esq., at Tom Bible Law, represents the Debtor
as legal counsel.
CUBE INTERMEDIATE: S&P Assigns 'B' ICR, Outlook Stable
------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to
Burlington, Mass.-based fluid and motion control manufacturer Cube
Intermediate 2 LLC (d/b/a CIRCOR International Inc.). S&P also
assigned its 'B' issue-level rating and '3' recovery rating to the
company's proposed first-lien debt which will be issued at its two
co-borrowers Cube Industrials Buyer Inc. and Cube A&D Buyer Inc.
S&P said, "The stable outlook reflects our view that the company
will continue to see a recovery in aerospace end markets, capture
tailwinds from increased defense spending, and realize modest
growth in industrial markets from sales into new customer platforms
and aftermarket sales, enabling it to operate with S&P Global
Ratings-adjusted debt to EBITDA in the mid- to high-5x range over
the next 12 months.
"Our assessment of CIRCOR International Inc. (CIRCOR) reflects the
company's relatively small scale, niche applications of products,
and good market position driven by longstanding customer
relationships." CIRCOR is a manufacturer of flow control products
including pumps and valves which have a variety of niche
applications across the industrial, aerospace, and defense end
markets. Its products comprise of highly engineered and customized
components that help ensure large, complex, and mission-critical
flow and motion control processes operate correctly and
efficiently.
As a result of this spec'd-in nature, switching costs are high,
creating moderate barriers to entry and a stable recurring
aftermarket revenue base. Furthermore, CIRCOR's long-standing track
record with customers and high product quality, along with its
global breadth, are key competitive advantages. However, with
reported 2023 revenues of about $860 million, including the RV
business, CIRCOR's scale is smaller and the niche application of
its product is more narrow than higher rated capital goods
companies.
S&P expects moderate cyclicality in CIRCOR's business. CIRCOR's
industrial segment offers products to the general industrial,
commercial marine, power generation, and other end markets.
Customers purchase products through capital expenditure budgets
which results in some cyclicity because of interest rates and
global aggregate demand. CIRCOR's aerospace and defense segment
primarily serves the naval defense, military aerospace, and
commercial aerospace end markets. U.S. defense budgets and
increasing warship and submarine production are key tailwinds for
stable growth. This is partially offset by its offerings in the
more cyclical commercial aerospace end market which is driven by
variability in commercial air traffic flights, fleet maintenance,
and original equipment manufacturer (OEM) passenger plane
production.
S&P said, "We expect modest organic growth across the business over
the next 12 months on resilient end-market dynamics. In 2023 the
company's revenues grew about 9% on continued favorable pricing and
strength in its industrial business. We anticipate organic revenues
(pro forma for the sale of the Refinery Valves business, which
generated about $100 million in revenues annually) will continue to
grow in 2024, primarily in aerospace and defense, as commercial
aerospace demand remains strong and geopolitical uncertainties
drive growth in defense contract spending. However, customers
remain cautious around capital spending in a higher interest rate
environment, especially in Europe, and we expect sluggish growth in
the industrial business this year. We anticipate demand in the
industrial segment will rebound in 2025 as customer spend in the
foremarket resumes, further supported by strength in its
aftermarket sales."
The company continues to drive profitability through its various
operational initiatives. CIRCOR has planned and implemented several
initiatives aimed at reducing its cost profile and driving greater
margin stability. These initiatives include value-based pricing,
investing in talent, reducing SKU complexity, reducing procurement
overhang, and shifting certain product lines to more cost-effective
manufacturing regions. While this strategy has incurred upfront
costs, it has resulted in significant EBITDA margin improvement of
almost 500 basis points (bps) in 2023, on an S&P Global
Ratings-adjusted basis. However, a sizable portion of company's
cost structure remains fixed, which could cause some degradation of
its margin profile in the event of greater market volatility.
S&P said, "We expect leverage will remain above 5x over the next 12
to 18 months. We view this transaction as relatively leverage
neutral compared to year-end 2023 as the proposed debt quantum
mirrors 2023 levels. We expect only a modest increase in S&P Global
Ratings-adjusted leverage in 2024 due to continued restructuring
costs as well as a loss of earnings from the RV business. Our
assessment of the company's financial risk also incorporates its
financial sponsor ownership and resulting aggressive financial
policy. We anticipate the company will use the excess cash from the
transaction to fund a sizable one-time dividend to its owners.
While we do not include additional debt-funded dividends in our
forecast, we expect the company will opportunistically pursue
acquisitions that could keep leverage elevated. As a result, we
expect leverage to remain in the mid-to high-5x range through
2025.
"We expect CIRCOR will generate positive free operating cash flow
(FOCF) as well as maintain adequate liquidity and covenant
headroom. In 2023, the company generated a FOCF deficit of about
$82 million, including $47 million of one-time costs associated
with the sale of the business. In 2024, we anticipate CIRCOR to
generate positive FOCF of approximately $5 million to $15 million
supported by improved working capital and the roll off of
transaction-related expenses, partially offset by lower absolute
sales and modestly higher restructuring-related costs. With full
availability on its revolving credit facility (RCF)
post-transaction, the company should have adequate liquidity and
covenant headroom to manage its operating needs for the next 12
months.
"The stable outlook reflects our view that the company will
continue to see a recovery in aerospace end markets, capture
tailwinds from increased defense spending, and realize modest
growth in industrial markets from sales into new customer platforms
and aftermarket sales, enabling it to operate with S&P Global
Ratings-adjusted debt to EBITDA to the mid-to high-5x range over
the next 12 months."
S&P could lower its rating on CIRCOR if:
-- The company experiences a reduction in its sales or a
deterioration of its profitability causing it to sustain leverage
above 6.5x with limited to no prospects for improvement;
-- It adopts a more aggressive financial policy that includes
large debt-financed acquisitions and/or additional sizeable
shareholder distributions; or
-- The company cannot maintain positive FOCF.
S&P could raise its rating on CIRCOR if:
-- It improves S&P Global Ratings-adjusted debt to EBITDA below 5x
and sustains it;
-- The financial sponsor demonstrates its commitment to
maintaining such leverage even when incorporating potential
dividends and acquisitions; and
-- Its FOCF to debt improves to and remains above 5%.
S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of CIRCOR, as is the
case for most rated entities owned by private-equity sponsors. We
believe its highly leveraged financial risk profile points to
corporate decision-making that prioritizes the interests of
controlling owners. This also reflects the generally finite holding
periods and a focus on maximizing shareholder returns."
D&J POOL: Wins Interim Cash Collateral Access Thru Oct. 10
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, granted D&J Pool Prep Corp. authorization to
continue using cash collateral and make adequate protection
payments to secured creditors. The ruling follows a continued
hearing on the matter held September 12, 2024. The Court held that
continued access to cash collateral applies from June 11, 2024,
until the next hearing on October 10, 2024. The order allows the
debtor to make monthly payments to secured creditors while its
Chapter 11 reorganization plan is being confirmed.
The order details monthly adequate protection payments to secured
creditors, which include: CNH Industrial Capital America LLC at
$837, First Citizens Bank & Trust Company updated to $1,074,
Caterpillar Financial Services Corporation at $6,728, and Deere &
Company at $1,773. Byzfunder will receive no payments.
Projected income shows significant variability, with June through
October estimates ranging from $450,000 to $650,000. Total gross
expenses range from $315,071.27 in October to $503,227.27 in
August, reflecting the financial strain during the bankruptcy
process.
A final hearing on the use of cash collateral is scheduled for
October 10, 2024, at the George C. Young Courthouse in Orlando,
Florida. Objections to the use of cash collateral must be filed
with the debtor's counsel two business days before the hearing, and
parties can find instructions for remote appearances on Judge
Geyer's webpage.
The Firm can be reached at:
Chad Van Horn, Esq.
VAN HORN LAW GROUP, P.A.
500 N.E. 4th Street, Suite 200
Fort Lauderdale, FL 33301
Telephone: (954) 765-3166
Facsimile: (954) 756-7103
Email: julia@cvhlawgroup.com
About D&J Pool Prep
D&J Pool Prep Corp. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-bk-02922), listing
under $100,000 in assets. The Company said its aggregate
noncontingent liquidated debts are less than $3,024,725. Chad Van
Horn, Esq., at Van Horn Law Group P.A. serves as counsel to the
Debtor. The Hon. Tiffany P. Geyer presides over the case.
DIGITAL MEDIA: $225MM Bank Debt Trades at 88% Discount
------------------------------------------------------
Participations in a syndicated loan under which Digital Media
Solutions LLC is a borrower were trading in the secondary market
around 12.5 cents-on-the-dollar during the week ended Friday, Sept.
27, 2024, according to Bloomberg's Evaluated Pricing service data.
The $225 million Payment in kind Term loan facility is scheduled to
mature on May 26, 2026. About $218.3 million of the loan is
withdrawn and outstanding.
Headquartered in Clearwater, Florida, Digital Media Solutions, Inc.
is a provider of data-driven, technology-enabled digital
performance advertising solutions connecting consumers and
advertisers within the auto, home, health, and life insurance, plus
a long list of top consumer verticals.
DIOCESE OF BURLINGTON: Seeks Chapter 11 Bankruptcy
--------------------------------------------------
The Roman Catholic Diocese of Burlington filed for bankruptcy
protection on Sept. 30, 2024, to resolve scores of sex abuse claims
and preserve its assets.
Derek Brouwer of Seven Days reports that the state's only Catholic
diocese, which has paid out more than $30 million to sex abuse
survivors in recent decades, still faces 31 pending civil lawsuits
related to decades-old abuse claims, according to the petition
filed in federal bankruptcy court in Vermont.
Seven Days notes that most of the pending lawsuits were triggered
by Vermont lawmakers' 2019 decision to lift the statute of
limitations for civil claims related to sexual abuse of children.
One of those cases had been scheduled for trial earlier this month
but was abruptly canceled without public explanation, VTDigger.org
reported.
Dozens of dioceses across the country have turned to bankruptcy
court in the face of lawsuits from parishioners or former
parishioners who say Catholic priests sexually abused them as
children. The history of rampant abuse that church leaders covered
up for decades has left dioceses with huge legal bills today.
The Vermont diocese, which publicly named 40 former priests who
were credibly accused of abusing minors, says it no longer has
insurance coverage to offset the costs of sex abuse litigation.
About the Catholic Diocese of Burlington
Catholic Diocese of Burlington is a Diocese of Burlington is a
Latin Church diocese of the Catholic Church for Vermont in the
United States.
Catholic Diocese of Burlington sought relief under Chapter 11 of
the Bankruptcy Code (Bankr. D. Vt. Case No. 24-10205) on September
30, 2024.
The Honorable Bankruptcy Judge Heather Z. Coope handles the case.
The Debtor is represented by:
Raymond J. Obuchowski, Esq.
PO Box 60
1542 Vt. Rt. 107
Bethel, VT 05032-0060
Tel: 802-234-6244
Fax: 802-234-6245
DURECT CORP: 5 of 6 Proposals Approved at Annual Meeting
--------------------------------------------------------
DURECT Corporation disclosed in a Form 8-K filed with the
Securities and Exchange Commission that at the 2024 Annual Meeting
of Stockholders of the Company held online via live audio webcast
on Sept. 25, 2024, the Company's stockholders:
(1) elected Mohammad Azab, James E. Brown and Gail M. Farfel as
Class III directors to serve until the 2027 annual meeting of
stockholders of the Company or until their successors have been
duly elected and qualified or, if sooner, until their earlier
deaths, resignations, or removals;
(2) approved an amendment to the Company's Amended and Restated
Certificate of Incorporation to increase the number of authorized
shares of the Company's common stock from 150,000,000 to
350,000,000;
(3) did not approve an amendment to the Company's Amended and
Restated Certificate of Incorporation to provide for exculpation of
officers to the extent permitted by the Delaware General
Corporation Law;
(4) approved an amendment and restatement of the Company's 2000
Stock Plan to increase the number of shares of the Company's Common
Stock available for issuance pursuant to the plan by 2,000,000
shares and to extend the plan's term for ten years from the date of
the 2024 Annual Meeting;
(5) approved, on an advisory basis, the compensation of the
Company's named executive officers; and
(6) ratified the appointment of WithumSmith+Brown, PC as the
Company's independent registered public accounting firm for fiscal
year 2024.
About DURECT Corporation
Headquartered in Cupertino, CA, DURECT is a late-stage
biopharmaceutical company pioneering the development of epigenetic
therapies that target dysregulated DNA methylation to transform the
treatment of serious and life-threatening conditions, including
acute organ injury and cancer. Larsucosterol, DURECT's lead drug
candidate, binds to and inhibits the activity of DNA
methyltransferases (DNMTs), epigenetic enzymes that are elevated
and associated with hypermethylation found in alcohol-associated
hepatitis (AH) patients. Larsucosterol is in clinical development
for the potential treatment of AH, for which the FDA has granted a
Fast Track and a Breakthrough Therapy designation; metabolic
dysfunction-associated steatohepatitis (MASH) is also being
explored. In addition, POSIMIR (bupivacaine solution) for
infiltration use, a non-opioid analgesic utilizing the innovative
SABER platform technology, is FDA-approved and is exclusively
licensed to Innocoll Pharmaceuticals for sale and distribution in
the United States.
San Francisco, California-based Ernst & Young LLP, the Company's
auditor since 1998, issued a "going concern" qualification in its
report dated March 28, 2024, citing that the Company has an
accumulated deficit as well as negative cash flows from operating
activities and has stated that substantial doubt exists about the
Company's ability to continue as a going concern.
DYNASTY ACQUISITION: Fitch Puts 'B+' LongTerm IDR on Watch Positive
-------------------------------------------------------------------
Fitch Ratings has placed Dynasty Acquisition Co. Inc.'s
(StandardAero [SA]) 'B+' Long-Term Issuer Default Rating (IDR) and
its debt ratings on Rating Watch Positive. This action follows the
company's announcement of an initial public offering announcement
with an intention to use proceeds to reduce gross debt.
The Rating Watch Positive reflects the company's announcement SA
plans to raise an estimated $937.5 million of common equity via an
IPO. Proceeds will be used to repay its $475 million senior
unsecured notes and pay down its Term Loan B issuances. This
transaction will accelerate previously forecasted deleveraging.
Fitch now expects SA's EBITDA leverage to be in the 3.5x-4.0x range
in 2025, compared with its previous expectation of 4.5x-5.0x.
Fitch expects to resolve the Rating Watch following completion of
the equity offering and subsequent debt repayment. This would
likely be followed by a one-to-two notch upgrade depending on
management's medium-term financial policy, including future M&A
strategy.
Key Rating Drivers
Equity Offering Reduces Debt: SA has filed a Form S-1 offering of
46.5 million common shares with estimated net proceeds of
approximately $937.5 million based on an assumed IPO price of
$21.50 per share. The amended Form S-1 states the use of proceeds
will be applied to redeem all the senior unsecured notes
outstanding and the remainder to paydown the term loans.
The transaction will result in gross debt declining to
approximately $2.6 billion from around $3.5 billion, including $200
million issued in early September 2024 to fund the acquisition of
Aero Turbine, Inc. Fitch's rating case EBITDA leverage improves to
3.5x-4.0x in 2025 from its previous expectation of 4.5x-5.0x.
Certifications Support Strong Market Position: SA's market position
is strong and defensible. It is one of the largest independent
commercial aviation maintenance, repair and overhaul (MRO)
companies in the world and has longstanding relationships with the
largest aerospace engine original equipment manufacturers (OEMs).
This work requires OEM authorizations and regulatory certifications
for each engine program, which are expensive and take considerable
time for new entrants to acquire.
The company's wide range of program certifications and strong OEM
relationships are major differentiators from its peers and create a
defensible barrier against competition. Most of its contracts span
more than 10 years and often last through the life of an engine. SA
has been able to renew all of its contracts due to consistent
execution and longstanding customer relationships.
LEAP Award: SA was awarded a license to perform MRO services for
CFM International's LEAP engine in 2023. Fitch believes the LEAP
engine strongly supports SA's positive trajectory, providing
revenue visibility, diversification, growth and stability. The
engine will remain in service for several decades on two of the
largest and growing aircraft programs: The Boeing Company's
(Boeing; BBB-/Negative) 737MAX aircraft and Airbus SE's
(A-/Positive) A320neo family, as well as The Commercial Aircraft
Corporation of China, Ltd.'s (Comac) C919.
Fitch does not anticipate the program will represent a significant
proportion of SA's total revenue until around 2025. However, it
will likely quickly become and remain the company's largest program
through at least the end of the current decade.
Requirements, Diversification Support Revenue: SA's revenue profile
is supported by predictable, highly regulated aircraft and engine
maintenance requirements during a normal operating environment and
diversified mix of end markets, customers and engine platforms.
This visibility was temporarily disrupted during the pandemic, when
airlines grounded a significant proportion of their fleets and
delayed external maintenance by using more spare parts. However,
visibility into customer needs has significantly improved.
Operational Execution Risks Remain: Fitch believes continued
operational execution is a priority for SA. In Fitch's view,
instances of poor execution would likely diminish the company's
currently strong reputation and could result in customers switching
to SA's competitors. However, SA does not have a history of
material contract cancellations in recent years. It also has an
experienced management team with a good track record, who Fitch
believes would be capable of navigating potential challenges.
Acquisition Strategy: Management views M&A as a core tenant of its
value creation opportunity set. Fitch expects SA will continue to
supplement organic growth with incremental bolt-on acquisitions.
The transition to a publicly traded company could result in a shift
in the size, timing, and funding of acquisitions relative to its
previous, private company track record. The company has
historically drawn on its ABL facility to fund transactions.
However, Fitch believes the company will continue to actively
pursue transactions that provide additional certifications or
improve diversification.
Derivation Summary
SA's IDR is supported by the company's lesser degree of cyclicality
compared with OEMs and its stable and relatively predictable
revenue stream, which Fitch considers strong for the 'B' category.
The company's leverage and financial structure are important rating
factors and have improved toward historical levels since the
pandemic grounded air traffic.
SA's leading market position was also a consideration in deriving
the rating and is reinforced by the company's portfolio of
certifications and diversification. SA is well positioned as the
largest independent MRO provider in the world, although competition
exists from OEMs and inhouse airline MRO operations.
No country ceiling, parent/subsidiary linkage or operating
environment factors were in effect for these ratings.
Key Assumptions
- Revenue continues to grow by double digits per year between 2024
and 2026, as air traffic and flight capacity improves and the
company begins to ramp LEAP engine work.
- EBITDA margins expand modestly from scale and operational
efficiencies.
- Cash outflows from working capital continue as the company builds
inventory back up to meet demand and revenue growth.
- Capex trends towards 1.0%-1.5% of revenue over the next few years
following one-time investments in 2023 and 2024.
- Completion of planned public equity offering and subsequent debt
repayment leading to total debt of about $2.6 billion.
- No material M&A transactions but ongoing bolt-on acquisitions.
- No dividends are projected in the near term.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
To resolve the Rating Watch Positive:
- StandardAero completes its equity offering and uses proceeds to
repay gross debt.
On a standalone basis:
- EBITDA leverage below 4.5x for a sustained period, coupled with a
corresponding financial policy by management to maintain these
levels;
- Structural improvement in the aviation market that contributes to
sustained mid-single-digit FCF;
- EBITDA interest coverage ratio greater than 2.7x over a sustained
period.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Material contract cancellations caused by weakened reputation or
inability to secure certifications on future engine programs;
- EBITDA interest coverage ratio less than 2.0x over a sustained
period;
- EBITDA leverage sustained above 5.3x.
Liquidity and Debt Structure
Adequate Liquidity: Cash and equivalents totaled over $60 million
as of June 30, 2024. The company also has access to a $150 million
secured revolving credit facility (no borrowings as of June 30,
2024) and $400 million ABL credit facility (approximately $75
million and $18 million of borrowings and letters of credit
outstanding, respectively, as of June 30, 2024). Fitch views the
company's current liquidity and forecasted FCF as adequate to cover
near-term expenses such as working capital growth, debt
amortization, and capex.
The company's capital structure includes a senior secured ABL
facility, a senior first lien revolver and a senior first lien term
loan B. SA also has private unsecured notes.
Issuer Profile
StandardAero, Inc. is the world's largest independent provider of
MRO services for the commercial, business jet, and military
aviation markets.
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
Dynasty Acquisition Co., Inc. has an ESG Relevance Score of '4' for
Financial Transparency due to the timing and disclosure of
financial statements, which could have a negative impact on the
credit profile, and is relevant to the ratings in conjunction with
other factors. Fitch expects to revise this ESG Relevance Score is
expected to '3' following completion of the IPO.
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
----------- ------ -------- -----
Dynasty Acquisition
Co., Inc. LT IDR B+ Rating Watch On B+
senior secured LT BB+ Rating Watch On RR1 BB+
senior secured LT BB Rating Watch On RR2 BB
ECLIPSE FARMINGDALE: Taps Middlebrooks Shapiro as Legal Counsel
---------------------------------------------------------------
Eclipse Farmingdale, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Middlebrooks
Shapiro, P.C as its general bankruptcy counsel.
The firm will provide these services:
a. advise the Debtor with respect to its rights, powers and
duties as a debtor and debtor-in-possession in the continued
management and operation of its business and assets;
b. attend meetings and negotiating with representatives of
creditors and other parties in interest and advising and consulting
on the conduct of the cases, including all of the legal and
administrative requirements of operating under Chapter 11;
c. take all necessary action to protect and preserve the
Debtor's estate, including prosecution of actions on behalf of the
Debtor, the defense of any actions commenced against the estate,
negotiations concerning litigation in which the Debtor may be
involved and objections to claims filed against the estate;
d. prepare on behalf of the Debtor such motions, applications,
answers, orders, reports, and papers necessary to the
administration of the estate;
e. assist the Debtor in its analysis and negotiations with any
third party concerning matters related to the realization by
creditors of a recovery on claims and other means of realizing
value;
f. represent the Debtor at all hearings and other
proceedings;
g. assist the Debtor in its analysis of matters relating to
the legal rights and obligations of the Debtor with respect to
various agreements and applicable laws;
h. review and analyze all applications, orders, statements,
and schedules filed with the Court and advise the Debtor as to
their propriety;
i. assist the Debtor in preparing pleadings and applications
as may be necessary in furtherance of the Debtor's interests and
objectives;
j. assist and advise the Debtor with regard to its
communications to the general creditor body regarding any proposed
Chapter 11 plan or other significant matters in this Chapter 11
Case;
k. assist the Debtor with respect to consideration by the
Court of any disclosure statement or plan prepared or filed
pursuant to §§1125 or 1121 of the Bankruptcy Code and taking any
necessary action on behalf of the Debtor to obtain confirmation of
such plan; and
l. perform such other legal services as may be required and/or
deemed to be in the interests of the Debtor in accordance with
their powers and duties as set forth in the Bankruptcy Code.
The firm will be paid at these rates:
Melinda D. Middlebrooks, Esq., Partner $500 per hour
Joseph M. Shapiro, Esq., Partner $450 per hour
Angela N. Stein, Esq., Associate $350 per hour
Paralegals $100 per hour
The Debtor paid the firm a retainer if $6,738.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Joseph M. Shapiro, Esq., a partner at Middlebrooks Shapiro, P.C.,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Joseph M. Shapiro, Esq.
Melinda D. Middlebrooks, Esq.
Middlebrooks Shapiro, P.C.
P.O. Box 1630
Belmar, NU 07719-1630
Tel: (973) 218-6877
Fax: (973) 218-6878
Email: middlebrooks@middlebrooksshapiro.com
jshapiro@middlebrooksshapiro.com
About Eclipse Farmingdale, LLC
Eclipse Farmingdale LLC -- https://www.locations.blinkfitness.com/
-- doing business as Blink Fitness Farmingdale, is a gym operator.
Eclipse Farmingdale LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-73019) on August 1,
2024. In the petition filed by Eric Purther, as managing member,
the Debtor estimated assets between $100,000 and $500,000 and
estimated liabilities between $1 million and $10 million.
The Honorable Bankruptcy Judge Alan S. Trust oversees the case.
The Debtor is represented by Joseph Shapiro, Esq. at Middlebrooks
Shapiro, P.C.
El 7 MARES: Selling Property in Private Sale for $62,314
--------------------------------------------------------
El 7 Mares Inc. asks the U.S. Bankruptcy Court for the Western
District of Texas, San Antonio Division, for authority to sell its
real and personal property.
The Debtor's property is located at 3903 W. Commerce, San Antonio,
Texas 78207, particularly described as Lot 9 & 10, Block 82, City
Block 3678, and includes certain personal property consisting of
restaurant equipment, fixtures, furniture, cash register,
refrigerators and coolers.
The property is encumbered to the liens of Frost Bank, Texas
Comptroller; Bexar County, Texas; and Small Business
Administration. The Debtor is selling the property in a private
sale to Rogelio G Gonzalez and Gloria C. Reyes of 126 Flair Dr.,
San Antonio, Texas. The Debtor is selling the assets free and
clear of all liens, claims and encumbrances. Any valid liens,
claims or encumbrances will attach to the sale proceeds.
The purchase price is $62,314.00 with $6,113.00 paid in advance and
the remaining balance to be paid in cash at closing.
About El 7 Mares, Inc.
El 7 Mares, Inc. owns the 30-year-old El Siete Mares seafood
restaurant in San Antonio, Texas.
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 Law Office of David T. Cain, represents
the Debtor as counsel.
ELENAROSE CAPITAL: Cash Collateral Hearing Continued to Oct 31
--------------------------------------------------------------
At the behest of ElenaRose Capital LLC and two of its creditors,
the United States Bankruptcy Court for the Southern District of
Indiana moved the continued final hearing on the Debtors' request
to access cash collateral to October 31, 2024, at 2:00 p.m. Eastern
Time. The hearing will be held via video conference on Zoom, with
participation restricted to parties, counsel of record, and
witnesses. Individuals who want to listen can join by phone, but
access will be restricted during any testimony. Public access will
be limited to non-testimonial portions of the hearing.
Creditors Peapack Capital Corporation and KTB Equity, Inc. objected
to the Motion to Use Cash Collateral. Both agreed to reschedule the
hearing.
The court also emphasized the prohibition against photographing,
recording, or rebroadcasting the proceedings. Any violations of
these prohibitions could result in sanctions, including the removal
of court-issued media credentials, restricted entry to future
hearings, or other penalties. Participants are expected to join
from a quiet location, avoid using speakerphones, and mute their
connection when not speaking.
The order, signed by Judge Andrea K. McCord on September 24, 2024,
specifies that motions for continuance must be filed at least seven
days before the hearing, except under certain conditions. Documents
related to the case can be found on PACER, and the debtor’s
attorney is responsible for distributing the order.
Counsel to the Debtors:
Weston E. Overturf, Esq.
Anthony T. Carreri, Esq.
KROGER GARDIS & REGAS, LLP
111 Monument Cir # 900
Indianapolis, IN 46204
Phone: (317) 777-7439
Email: woverturf@kgrlaw.com
About ElenaRose Capital
ElenaRose Capital LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-70665-AKM-11) on
Sept. 8, 2023. In the petition signed by Louis Capolino, its
president and manager, the Debtor disclosed up to $50,000 in assets
and up to $10 million.
Judge Andrea K. McCord oversees the case.
Weston E. Overturf, Esq., at Kroger, Gardis & Regas, LLP, is the
Debtor as legal counsel.
EMERALD ELECTRONICS: $265MM Bank Debt Trades at 20% Discount
------------------------------------------------------------
Participations in a syndicated loan under which Emerald Electronics
Manufacturing Services is a borrower were trading in the secondary
market around 80.5 cents-on-the-dollar during the week ended
Friday, Sept. 27, 2024, according to Bloomberg's Evaluated Pricing
service data.
The $265 million Term loan facility is scheduled to mature on
December 29, 2028. About $246.8 million of the loan is withdrawn
and outstanding.
The Company's country of domicile is the United States.
EVOFEM BIOSCIENCES: Inks Registration Rights Agreement With Aditxt
------------------------------------------------------------------
As previously reported in that Current Report on Form 8-K dated
July 18, 2024, on July 12, 2024, Evofem Biosciences, Inc., Aditxt,
Inc., a Delaware Corporation, and Adifem, Inc., a Delaware
corporation and wholly-owned subsidiary of Aditxt, entered into an
Amended and Restated Merger Agreement.
As part of the consideration for the A&R Merger Agreement, Evofem
agreed to enter into a Securities Purchase Agreement for a private
placement with Aditxt. The closing of the Private Placement was
completed on September 20, 2024.
Pursuant to the Purchase Agreement, Aditxt agreed to purchase an
aggregate of 260 shares of the Company's Series F-1 Preferred
Stock, par value $0.0001 per share for an aggregate purchase price
of $260,000. The powers, preferences, rights, qualifications,
limitations and restrictions applicable to the F-1 Preferred Stock
are set forth in the F-1 Preferred Stock certificate of
designation, as filed with the US Securities and Exchange
Commission in that Current Report on Form 8-K dated on December 12,
2023.
In connection with the closing of the Purchase Agreement, the
Company entered into a Registration Rights Agreement with Aditxt,
which provides that the Company will register the resale the shares
of Company common stock issuable upon conversion of the F-1
Preferred Shares. The Company is required to prepare and file a
registration statement on Form S-3 with the Commission no later
than the 300th calendar day following the signing date for the
Purchase Agreement and to use its commercially reasonable efforts
to have the registration statement declared effective by the
Commission within 90 days of the filing of such registration
statement, subject to certain exceptions and specified penalties if
timely effectiveness is not achieved.
The Company has also agreed to, among other things, indemnify
Aditxt, its officers, directors, agents, partners, members,
managers, stockholders, affiliates, investment advisers and
employees of each of them under the registration statement from
certain liabilities and pay all fees and expenses (excluding any
underwriting discounts and selling commissions) incident to the
Company's obligations under the Registration Rights Agreement.
The securities to be issued and sold to Aditxt under the Purchase
Agreement will not be registered under the Securities Act of 1933,
as amended in reliance on the exemption from registration provided
by Section 4(a)(2) of the Securities Act and/or Rule 506 of
Regulation D promulgated thereunder, or under any state securities
laws.
About Evofem
Evofem Biosciences, Inc., is a San Diego-based commercial-stage
biopharmaceutical company with a strong focus on innovation in
women's sexual and reproductive health. The Company's first
commercial product, Phexxi, was approved by the FDA on May 22,
2020. Phexxi is the first and only FDA-approved, hormone-free
prescription contraceptive vaginal gel.
Walnut Creek, Calif.-based BPM, LLP, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
March 26, 2024, citing that the Company has suffered recurring
losses from operations; negative cash flows from operations since
inception; has received a notice of default for its convertible
notes, and does not have sufficient capital to repay such
obligations (which are now currently due); and has a net capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.
EVOKE PHARMA: Agrees With Nantahala to Lower Warrant Exercise Price
-------------------------------------------------------------------
Evoke Pharma, Inc., disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on Sept. 27, 2024, it
entered into an amendment with certain affiliates of Nantahala
Capital Management, LLC, who are holders of its outstanding Series
A Warrants to purchase shares of common stock, Series B Warrants to
purchase shares of common stock, and Series C Warrants to purchase
shares of common stock (each as previously amended).
Pursuant to the Exercise Price Warrant Amendment, the Nantahala
Holders agreed to pay $3.99 per share to reduce the exercise price
with respect to 250,627 Series A Warrants and 250,627 Series C
Warrants from $8.16 to $0.01. The remaining Series A Warrants and
Series C Warrants held by the Nantahala Holders are not subject to
the Exercise Price Warrant Amendment and the exercise price for
such warrants remained unchanged at $8.16 per share. The Warrant
Amendment does not change the number of shares of common stock
underlying the Warrants.
In addition, the Company entered into an amendment with certain
holders of its Series C Warrants. Pursuant to the Series C Vesting
Warrant Amendment, to the extent a Series C Holder exercises its
Series B Warrants before 5:00 p.m. Pacific Time on Sept. 30, 2024,
the Series C Holder's corresponding Series C Warrants shall be
exercisable for a number of Warrant Shares equal to the lesser of
(i) three times the number of Warrant Shares exercised by the
Exercising Holder pursuant to its Series B Warrants and (ii) the
total number of remaining Warrant Shares exercisable under the
Series C Warrants. For any Exercising Holder, following the
Amendment Exercise Deadline, if such Exercising Holder exercises
any remaining Series B Warrants, the remaining Series C Warrants,
if any, shall become vested and exercisable on a one-for-one basis
as to the same number of Series B Warrants exercised following the
Amendment Exercise Deadline. The exercise price for the Series B
Warrants remains unchanged at $8.16 per share.
The Company expects to raise an aggregate of approximately $2.4
million in gross proceeds pursuant to the cash payment from the
Exercise Price Warrant Amendment and the exercise of Series B
Warrants pursuant to the Series C Vesting Warrant Amendment.
The Company will allow all other holders of Series A Warrants or
Series C Warrants to enter into amendments on the same terms as the
Exercise Price Warrant Amendment or the Series C Warrant Amendment
provided such amendment is executed and the holder pays the
consideration no later than the Amendment Exercise Deadline on
Sept. 30, 2024.
In connection with the Exercise Price Warrant Amendment, the
Company entered into a letter agreement, dated Sept. 27, 2024, with
Nantahala, pursuant to which, subject to certain limitations, the
Company will provide Nantahala the right to appoint (or cause to be
nominated) (i) one member of the Company's Board of Directors and
one member of each Board committee so long as Nantahala, together
with its affiliates, beneficially owns at least 5.0% of the
Company's outstanding shares of common stock and (ii) two members
of the Board so long as Nantahala, together with its affiliates,
beneficially owns at least 15.0% of the Company's outstanding
shares of common stock, subject to certain exceptions, with such
directors to be mutually agreeable to Nantahala and the Company.
About Evoke Pharma
Headquartered in Solana Beach, California, Evoke Pharma, Inc. --
http://www.evokepharma.com-- is a specialty pharmaceutical company
focused primarily on the development of drugs to treat GI disorders
and diseases. The company developed, commercialized, and markets
GIMOTI, a nasal spray formulation of metoclopramide, for the relief
of symptoms associated with acute and recurrent diabetic
gastroparesis in adults.
San Diego, California-based BDO USA, P.C., the Company's auditor
since 2014, issued a "going concern" qualification in its report
dated March 14, 2024, citing that the Company has suffered
recurring losses and negative cash flows from operations since
inception. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
FARMERS COOP: Court OKs Sale of Real Estate to KMT for $500,000
---------------------------------------------------------------
Farmers Cooperative Association #301 is granted permission by the
United States Bankruptcy Court for the Eastern District of
Missouri, Eastern Division, to sell its real estate located at 28
N. Church Street and 28 Modern Street, Sullivan, Missouri.
Chief Bankruptcy Judge Bonnie L. Clair held that the sale is in the
best interest of the Debtor, its estate, creditors, and other
parties-in-interest.
The Debtor is selling the real estate to KMT Properties LLC, for
$500,000. The Court concluded that the offer constituted the
highest and best offer to provide greater proceeds for the
bankruptcy estate.
The sale is free and clear of all liens, claims, and interests.
According to the Court's Order, these entities were provided an
opportunity to object:
1. The Office of the United States Trustee;
2. Franklin County Collector, the holder of a lien for real
estate taxes;
3. First State Community Bank, the secured lender;
4. Hoewing Trucking, LLC, a judgment lien holder
5. All parties requesting notice in this case.
No objections to the Motion appear of record and no objections to
the Motion were raised at the Sale Hearing.
About Farmers Cooperative Association #301
Farmers Cooperative Association #301 is a local feed cooperative
that offers its customers full lines of feed, minerals, lime, and
fertilizers. It is based in Sullivan, Mo.
Farmers Cooperative Association #301 sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mo. Case No.
22-43908) on Dec. 16, 2022, with up to $10 million in assets and up
to $1 million in liabilities. Bill Manion, president of Farmers
Cooperative Association, signed the petition.
Judge Bonnie L. Clair oversees the case.
The Debtor tapped Spencer Desai, Esq., at the Desai Law Firm, as
bankruptcy counsel and Favazza & Associates, LLC as accountant.
* * *
Farmers Cooperative Association #301 submitted a Third Amended Plan
of Liquidation dated June 2, 2023. The Debtor's assets consist of
equipment and miscellaneous personal property used in the operation
of the retail location and well as the Real Estate located at 28 N.
Church Street and 28 Modern Street, Sullivan, Missouri 63080.
The Debtor received a Notice of Foreclosure scheduling a
non-judicial foreclosure sale of the Debtor's Real Estate on
December 16, 2022. The Debtor filed this Chapter 11 proceeding to
allow the orderly sale of its assets and provide time to market the
Real Estate. The Debtor asserts that it has equity in the Real
Estate.
The Debtor marketed the Real Estate for sale and has an agreement
with First State Community Bank that provides a reasonable amount
of time for the Debtor to market and sell the Real Estate. If any
sale brings proceeds in excess of liens and commissions, those
proceeds will be available for distribution to Creditors. The Real
Estate was appraised in early 2023 for $754,000.
Under the Plan, Class 5 consists of all Allowed Unsecured Claims
held by any Unsecured Creditors against the Estate. After payment
in full of the Administrative Claims and Priority Tax Claims and
following resolution of all claim objections; the Class 5 Claimants
will receive pro-rata payment from the liquidation proceeds of
personal property not subject to the lien of First State Community
Bank. To the extent there are any proceeds in excess of liens from
sale of the Real Estate, the Plan Administrator shall make a
pro-rata distribution to Class 5 Claimants holding Allowed Claims.
Class 5 is impaired.
During the Bankruptcy Case, the Court entered the Sale Order
allowing the Debtor to liquidate the personal property of the
Debtor. The personal property asset sale was completed on March
30th, 2023. The preliminary accounting shows approximately
$50,106.65 not subject to the lien of First State Community Bank
available for distribution.
A copy of the Amended Plan of Liquidation dated June 2, 2023, is
available at bit.ly/3WRDJXc from PacerMonitor.com.
FRAZETTA VENTURES: Seeks to Hire Toni Campbell Parker as Counsel
----------------------------------------------------------------
Frazetta Ventures, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Tennessee to hire the Law Offices
of Toni Campbell Parker to handle its Chapter 11 case.
Toni Campbell Parker, Esq., an attorney with Law Offices of Toni
Campbell Parker, will bill her hourly rate of $350 and paralegal
will bill $100 per hour, plus reimbursement for expenses incurred.
The attorney has received a retainer of $2,000.
Ms. Parker disclosed in a court filing that he is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The attorney can be reached at:
Toni Campbell Parker, Esq.
Law Offices of Toni Campbell Parker
45 North Third Ave., Ste. 201
Memphis, TN 38103
Telephone: (901) 483-1020
Email: Tparker002@att.net
About Frazetta Ventures
Frazetta Ventures, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. W.D. Tenn. Case No.
24-23946) on August 15, 2024, with up to $50,000 in assets and up
to $500,000 in liabilities.
Judge M. Ruthie Hagan presides over the case.
Toni Campbell Parker, Esq., at the Law Office of Toni Campbell
Parker represents the Debtor as bankruptcy counsel.
GAINWELL ACQUISITION: $1.46BB Bank Debt Trades at 17% Discount
--------------------------------------------------------------
Participations in a syndicated loan under which Gainwell
Acquisition Corp is a borrower were trading in the secondary market
around 82.9 cents-on-the-dollar during the week ended Friday, Sept.
27, 2024, according to Bloomberg's Evaluated Pricing service data.
The $1.46 billion Term loan facility is scheduled to mature on
October 1, 2028. The amount is fully drawn and outstanding.
Gainwell is a software and solutions provider that supports the
administration and operation of government Medicaid programs and
other Health & Human Services initiatives through a Medicaid
Management Information System.
GKNY1 INC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: GKNY1 Inc.
d/b/a Global Kitchen
1290 Avenue of the Americas
1 Fl
New York NY 10104
Chapter 11 Petition Date: September 30, 2024
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 24-11699
Judge: Hon. Philip Bentley
Debtor's Counsel: Elio Forcina, Esq.
THE LAW OFFICE OF ELIO FORCINA
6685 73rd Place
Middle Village NY 11379
Tel: 347-528-7099
Email: forcinalaw@gmailc.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
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/464USKY/GKNY1_INC__nysbke-24-11699__0001.0.pdf?mcid=tGE4TAMA
GMS HOLDINGS: Hits Chapter 11 Bankruptcy Protection
---------------------------------------------------
GMS Holdings LLC filed for chapter 11 protection in the Middle
District of Tennessee. 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 is slated to be held on Oct. 25, 2024, at
9:00 a.m. via Meeting held telephonically. Please call 877-934-2472
and enter code 8613356# to attend.
The Court has entered an order setting a bar date for filing proofs
of claim. Deadline to file proofs of claim is Jan. 23, 2025.
Proofs of claim for any governmental creditor are due April 23,
2025.
About GMS Holdings
GMS Holdings LLC sought relief under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Tenn. Case No. 24-03719) on Sept. 27, 2024. In
its petition, the Debtor estimated assets and liabilities between
$1 million and $10 million each.
The Debtor is represented by:
Jay Lefkovitz, Esq.
1690 MALLORY LANE
Brentwood, TN 37027
GOTO GROUP: $1BB Bank Debt Trades at 17% Discount
-------------------------------------------------
Participations in a syndicated loan under which GoTo Group Inc is a
borrower were trading in the secondary market around 83.4
cents-on-the-dollar during the week ended Friday, Sept. 27, 2024,
according to Bloomberg's Evaluated Pricing service data.
The $1 billion Term loan facility is scheduled to mature on April
28, 2028. About $1 billion of the loan is withdrawn and
outstanding.
GoTo, formerly LogMeIn Inc., is a flexible-work provider of
software as a service and cloud-based remote work tools for
collaboration and IT management.
GRAXCELL PHARMACEUTICAL: Hires Giuliano Miller as Accountant
------------------------------------------------------------
Graxcell Pharmaceutical LLC seeks approval from the U.S. Bankruptcy
Court for the District of New Jersey to hire Giuliano, Miller &
Company, LLC as accountant.
The firm will be preparing monthly operating reports and other
financial documents and advice.
The firm will be paid at these rates:
Senior Member $825/hr
Manager $650/hr
Senior Staff $500 to $595/hr
Staff $375 to $475/hr
Paraprofessional $300/hr
Michael Infanti, member of Giuliano, Miller & Company, assured the
court that his firm is a disinterested person under 11 U.S.C. Sec.
101(14).
The firm can be reached through:
Michael G. Infanti CPA
Giuliano, Miller & Company, LLC
2301 E Evesham Road
800 Pavilion, Suite 210
Voorhees, NJ 08043
Tel: (856) 767-3000 ext. 25
Fax: (856) 767-3500 fax
Email: minfanti@giulianomiller.com
About Graxcell Pharmaceutical
Graxcell Pharmaceutical LLC sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 24-16498)
on June 27, 2024, listing up to $50,000 in assets and $500,001 to
$1 million in liabilities.
Judge Jerrold N Poslusny Jr. presides over the case.
Roger C. Mattson, Esq. at Law Offices Of Roger C. Mattson
represents the Debtor as counsel.
GRAYSTONE DRIVE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Graystone Drive, LLC
4117 Boca Bay Drive
Dallas, TX 75244
Business Description: Graystone Drive is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: September 30, 2024
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 24-33036
Debtor's Counsel: Robert Buchholz, Esq.
THE LAW OFFICE OF ROBERT W. BUCHHOLZ, P.C.
5220 Spring Valley Road, Suite 618
Dallas, TX 75254
Tel: (214) 754-5500
E-mail: BOB@ATTORNEYBOB.COM
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Daniel C. Blackburn as president.
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/WQNOBUQ/Graystone_Drive_LLC__txnbke-24-33036__0001.0.pdf?mcid=tGE4TAMA
GREYSTONE SELECT: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has affirmed Greystone Select Financial LLC's
(Greystone) Long-Term Issuer Default Rating (IDR) at 'BB-' and
senior secured term loan at 'BB'. The Rating Outlook is Stable.
Key Rating Drivers
Solid Franchise: The affirmation of Greystone's ratings reflects
its solid franchise in the commercial real estate (CRE) origination
and servicing market; experienced senior management team;
historically strong asset quality performance; solid earnings
generation; limited valuation risk associated with mortgage
servicing rights (MSRs), given the presence of various prepayment
protections; and solid liquidity profile. Fitch believes the
company's extensive understanding of multifamily and skilled
nursing facility assets is further complemented by broader
capabilities at the Greystone group related to property development
and management, special servicing and fund management.
Offsetting Risk Factors: Rating constraints include the firm's
narrow business model, which is reliant on multifamily CRE
origination volumes; a predominantly secured funding profile with
relatively limited duration; and a weaker corporate governance
structure given the private ownership by the Rosenberg family and
key person risk associated with founder and CEO Stephen Rosenberg.
Limited Asset Quality Risk: Greystone is not subject to material
asset quality risks as nearly all originated loans are government
or agency eligible. Additionally, asset quality performance in the
servicing portfolio has been solid in recent years with 60+ day
delinquencies, excluding forbearance, at 0.74% as of 2Q24 compared
with a four-year average of 0.32% from 2020-2023. Fitch expects
credit quality to deteriorate over the medium term from the impact
of elevated interest rates but also believes Greystone benefits
from the risk-sharing arrangement with Fannie Mae and Freddie Mac
which caps maximum loss exposure. The allowance for risk sharing
obligations was $66.2 million as of 2Q24, which Fitch views as
adequate.
Experienced Management Team: Greystone's management team has strong
industry experience, but Fitch believes that a moderate degree of
key person risk is present with Stephen Rosenberg. The
concentration of control with the Rosenberg family demonstrates a
weaker-than-peer corporate governance structure and represents a
rating constraint.
Solid Earnings: Greystone's earnings have weakened more recently,
driven by the low origination environment, with a pre-tax ROAA of
3.6% for the trailing twelve months (TTM) ended June 30, 2024;
below 5.5% in 2023 and the four-year (2020-2023) average of 6.4%.
Over the medium term, Greystone's performance will be largely
dependent on the pace of new originations, although the loan
servicing portfolio and investment management segments provide
diversification of revenue and cash flows. Fitch views this
positively as it mitigates lower gain-on-sale income during low
origination environments. The lack of MSR volatility, given yield
maintenance provisions, will provide more earnings stability over
time relative to peers, in Fitch's view.
Low Originations Drive Leverage Down: Greystone's leverage (gross
debt to tangible equity) was 1.5x at June 30, 2024. Leverage has
come down substantially from a high of 7.9x at YE20 as proceeds
from the delivery of mortgage loans held for sale were used to
reduced borrowings. Originations are expected to increase in 2H24
and 2025 relative to 1H24 and 2023 due to interest rate cuts which
could result in elevated warehouse leverage, although the firm
targets corporate debt-to-equity of 0.5x, which Fitch would not
expect to be impacted by origination volumes. Fitch believes that
there will be variability in leverage based on the origination
volume but would view the leverage above 7.0x negatively.
Limited Funding Profile: Greystone has continued to demonstrate
access to funding and maintains relationships with a diverse group
of lenders. Still, the company's funding is relatively short-dated,
consisting predominantly of agency warehouse and repurchase lines
with maturities of one year or less. As of June 30, 2024, 8.8% of
gross debt matures in 2H24 and 27.8% matures in 2025, but the
majority of maturities are related to warehouse facilities used in
loan origination, which Fitch would expect to be renewed. Fitch
would view a further extension of the debt maturity profile
favorably, as it would help to reduce refinancing risk.
At June 30, 2024, approximately 3.7% of Greystone's outstanding
debt was unsecured. Fitch views unsecured debt as an important
component of a company's operational and financial flexibility, and
would view an increase in the unsecured funding percentage,
approaching 10%, favorably.
Sufficient Liquidity: Fitch views Greystone's liquidity as strong
for its rating category. As of June 30, 2023, Greystone had $64.3
million of cash and $540 million of borrowing capacity under its
funding facilities. Greystone's pool of unencumbered assets, which
amounted to $1.1 billion at 2Q24, could also be pledged or sold
(subject to applicable haircuts) to provide additional liquidity,
if necessary.
Outlook Stable: The Stable Outlook reflects Fitch's expectations
that Greystone will maintain good asset quality, with delinquencies
translating into only modest losses given the loss-sharing
arrangements. The Outlook also reflects expectations for the return
to strong earnings generation, while maintaining access to
diversified funding and sufficient liquidity. Fitch also expects
Greystone to maintain leverage below 5.0x over the medium term,
even with a stronger origination environment, given management's
strategy to increase retained earnings over the Outlook horizon.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A weakened liquidity profile such as an inability to extend
financing facilities as they mature and/or maintain adequate
funding diversity;
- A sustained increase in leverage (gross debt/tangible equity)
above 7.0x; corporate leverage above 1.0x; and/or
- A sustained reduction in operating performance below historical
levels particularly if driven by elevated credit losses.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- An improvement in funding flexibility, as demonstrated by further
extension of the maturity profile and an increase in the unsecured
funding component, approaching 10%;
- The maintenance of gross leverage, below 4.0x;
- Greater revenue diversification, including a reduced reliance on
gain-on-sale income;
- Maintenance of solid asset quality; and/or
- Consistent earnings and sufficient liquidity.
DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS
The senior secured term loan rating is given a one-notch uplift
from Greystone's IDR, reflecting good recovery prospects in a
stress scenario.
DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES
The senior secured term loan rating is sensitive to changes in the
IDR and would be expected to move in tandem. However, a material
decrease in unencumbered assets could result in a wider notching of
the senior secured term loan rating relative to Greystone's IDR
ADJUSTMENTS
The Standalone Credit Profile (SCP) has been assigned with the
implied SCP.
The Business Profile score has been assigned below the implied
score due to the following adjustment reason: Business model
(negative).
The Earnings & Profitability score has been assigned below the
implied score due to the following adjustment reason: Earnings
stability (negative).
The Capitalization & Leverage score has been assigned below the
implied score due to the following adjustment reasons: Historical
and future metrics (negative), Risk profile and business model
(negative).
The Funding, Liquidity & Coverage score has been assigned below the
implied score due to the following adjustment reason: Funding
flexibility (negative).
ESG Considerations
Greystone Select Financial LLC has an ESG Relevance Score of '4'
for Governance Structure due to elevated key person risk related to
its founder and CEO, Stephen Rosenberg, who sets the tone, vision
and strategy for the company. This has a negative impact on the
credit profile, and is relevant to the ratings in conjunction with
other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
----------- ------ -----
Greystone Select
Financial LLC LT IDR BB- Affirmed BB-
senior secured LT BB Affirmed BB
GUIDED THERAPEUTICS: Raises $300K Through Private Offering
----------------------------------------------------------
Guided Therapeutics, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on Sept. 23, 2024, it
entered into a Securities Purchase Agreement with certain
institutional investors, including John Imhoff a member of the
Company's Board of Directors, for the purpose of raising $300,000
in gross proceeds for the Company. Pursuant to the terms of the
Purchase Agreement, the Company agreed to sell, in a private
placement offering, an aggregate of 3,333,335 shares of the
Company's common stock and warrants to purchase up to 3,333,335
shares of Common Stock. The combined purchase price per Share and
Warrant was $0.09. The Warrants are immediately exercisable upon
issuance, expire four years following the issuance date and have an
exercise price of $0.12 per share.
The closing of offering pursuant to the Purchase Agreement occurred
on Sept. 23, 2024.
The Company intends to use the net proceeds from the transactions
for general corporate purposes and working capital.
About Guided Therapeutics
Peachtree Corners, Ga.-based Guided Therapeutics, Inc. is a medical
technology company focused on developing innovative medical devices
that have the potential to improve healthcare. The Company's
primary focus is the sales and marketing of its LuViva Advanced
Cervical Scan non-invasive cervical cancer detection device. The
underlying technology of LuViva primarily relates to the use of
biophotonics for the non-invasive detection of cancers. LuViva is
designed to identify cervical cancers and precancers painlessly,
non-invasively and at the point of care by scanning the cervix with
light, then analyzing the reflected and fluorescent light.
Sterling Heights, Mich.-based UHY LLP the Company's auditor since
2007, issued a "going concern" qualification in its report dated
March 28, 2024, citing that the Company has recurring losses from
operations, limited cash flow, and an accumulated deficit. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
HALO ESTATES: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Halo Estates LLC
13039 Erwin St.
Van Nuys CA 91401
Chapter 11 Petition Date: September 30, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-11656
Debtor's Counsel: Patricia Rodriguez, Esq.
RODRIGUEZ LAW GROUP
1055 E. Colorado Blvd. Suite 500
Pasadena CA 91106
Tel: (626) 888-5206
Email: prod@attorneyprod.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Rosie Patterson as member.
The Debtor filed an empty list of its 20 largest unsecured
creditors.
https://www.pacermonitor.com/view/LGJBO2I/Rosie_Patterson_and_Halo_Estates__cacbke-24-11656__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/KZA5JTI/Rosie_Patterson_and_Halo_Estates__cacbke-24-11656__0001.0.pdf?mcid=tGE4TAMA
HANEY INC: Seeks to Hire Strauss Troy Co as Bankruptcy Counsel
--------------------------------------------------------------
Haney Inc. seeks approval from the U.S. Bankruptcy Court for the
Southern District of Ohio to hire Strauss Troy Co., LPA as its
bankruptcy counsel.
The firm will render these services:
(a) assist with the development of goals, objectives and
financial parameters for any transactions involving the sale of
business equipment;
(b) prepare relevant sale agreements and negotiating the
release of any financing statements and fixture filings; and
(c) represent the Debtor in any general contract and business
matters.
Strauss Troy Co. current hourly rates range from $155 to $785.
The firm shall receive a retainer in the amount of $2,000.
Ryan Hemmerle, Esq., an associate attorney at Strauss Troy Co.,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Ryan F. Hemmerle, Esq.
Strauss Troy Co., LPA
150 E 4th St #4
Cincinnati, OH 45202-4018
Phone: (513) 629-9474
Email: rfhemmerle@strausstroy.com
About Haney Inc.
Haney is a consumer packaging micro-supply chain. The Company
handles all aspects of small-batch packaging projects, from
concepting and prototyping, to packing and fulfillment.
Haney Inc. filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 24-11405) on June
21, 2024, listing $1,965,433 in assets and $4,079,770 in
liabilities. The petition was signed by Matthew Haney as CEO.
Judge Beth A Buchanan presides over the case.
Eric W. Goering, Esq. at GOERING & GOERING represents the Debtor as
counsel.
HARVEY LANDHOLDINGS: Case Summary & Three Unsecured Creditors
-------------------------------------------------------------
Debtor: Harvey Landholdings, L.L.C.
3155 North Point Parkway E230
Alpharetta, GA 30005
Chapter 11 Petition Date: September 30, 2024
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 24-60343
Debtor's Counsel: Leslie Pineyro, Esq.
JONES & WALDEN LLC
699 Piedmont Avenue NE
Atlanta, GA 30308
Tel: 404-564-9300
Email: info@joneswalden.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Donald K. Harvey as manager.
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/4AHR5EY/Harvey_Landholdings_LLC__ganbke-24-60343__0001.0.pdf?mcid=tGE4TAMA
HEALTHCHANNELS INTERMEDIATE: S&P Cuts ICR to 'CCC-', Outlook Neg.
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on
HealthChannels Intermediate HoldCo LLC to 'CCC-' from 'CCC'. The
outlook is negative.
At the same time, S&P raised its issue-level rating on the
company's $385 million ($289.9 million outstanding) first-lien term
loan to 'CCC-' from 'D', as S&P believes the risk of additional
distressed debt repurchases before the company addresses its
capital structure is remote.
The negative outlook reflects the high likelihood of a default or
restructuring over the next six months.
The downgrade reflects that the term loan's maturity is now within
six months, which implies an increased likelihood of a debt default
or restructuring. S&P said, "We believe the company's capital
structure is unsustainable. We believe the company faces hurdles to
refinance all its debt, which is comprised of a term loan due in
April 2025. We believe this signals a high likelihood of a
distressed exchange or restructuring whereby lenders would receive
less than originally promised in the near term."
S&P said, "Though the company bought back debt below par in 2023
and 2024, we expect the company will prioritize addressing the
capital structure over selective debt repurchases. In 2023 and
2024, the company repurchased about $60 million of its $385 million
senior secured first-lien term loan due April 2025 in multiple open
market transactions. Given the weak liquidity in the context of the
maturity, we believe the priority will be on addressing the
maturity rather than continuing with small open market
transactions.
"We view HealthChannels' liquidity as weak. Currently,
HealthChannels' liquidity is comprised of about $26.6 million as of
June 2024. The company did not extend its revolver in April 2023,
and we project minimal free cash flow generation over the next
year. As such, we do not believe the company can absorb
low-probability adversities."
The negative outlook reflects the fact that the company's maturity
date is now within six months, implying an increased likelihood of
a default or restructuring over the next six months.
S&P could lower its rating if HealthChannels pursues a transaction
that we consider tantamount to a default, including a subpar
exchange or failure to repay its debt in full at maturity.
S&P could raise the rating if HealthChannels either successfully
refinances or extends its term loan in a manner it doesn't view as
distressed.
S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis. Our assessment of the
company's financial risk profile as highly leveraged reflects
corporate decision-making that prioritizes the interests of the
controlling owners, in line with our view of the majority of rated
entities owned by private-equity sponsors. Our assessment also
reflects the generally finite holding periods and a focus on
maximizing shareholder returns."
HULL ORGANIZATION: Affiliate May Sell Ohio Property for $800,000
----------------------------------------------------------------
4 West LLC, a debtor-affiliate of Hull Organization, LLC, won
approval by the U.S. Bankruptcy Court for the Western District of
Kentucky, Louisville Division, to sell its property at 4 West Main
Street, Springfield, Clark County, Ohio, to Historic Urban
Development LLC or its assigns, free and clear of all liens, claims
and encumbrances through a private sale.
The buyer is offering $825,000 for the property.
The Court order provides that the escrow or title agent handling
the sale closing will receive $49,500, equal to 6% of the purchase
price and the sum of $4,875 shall be delivered to the Office of the
U.S. Trustee for the quarterly fees accrued in the transaction.
To the extent possible, the full amount due and owing to creditor
and mortgage holder, Martin Goldsmith, must be paid. Any remaining
sale proceeds must be transferred to Kaplan Johnson Abate & Bird
LLP, counsel of the Debtor, to be held in escrow pending further
court order.
About Hull Organization, LLC
Hull Organization, LLC is primarily engaged in renting and leasing
real estate properties.
The Debtor filed Chapter 11 petition (Bankr. W.D. Ky. Case No.
23-32983) on Dec. 13, 2023, with $1 million to $10 million in both
assets and liabilities. Robert E. Hull, member, signed the
petition.
Hull Organization's case is jointly administered with the Chapter
11 cases of Hull Equity, LLC (Case No. 23-32984); Hull Properties,
LLC (Case No. 23-32985); and 4 West, LLC (Case No. 23-32987). The
Debtors' headquarters are located at 1902 Campus Place, Suite 9,
Louisville, Kentucky 40299. Judge Alan C. Stout oversees the
cases.
Tyler R. Yeager, Esq., at Kaplan Johnson Abate & Bird, LLP
represents the Debtor as legal counsel.
ICM HOLDINGS: Seeks to Hire Lane Law Firm PLLC as Legal Counsel
---------------------------------------------------------------
ICM Holdings, LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to employ only A. Zachary Casas, of
The Lane Law Firm, PLLC as its attorney.
The firm will provide these services:
a. assist, advise and represent the Debtor relative to the
administration of the chapter 11 case;
b. assist, advise and represent the Debtor in analyzing the
Debtor's assets and liabilities, investigating the extent and
validity of lien and claims, and participating in and reviewing any
proposed asset sales or dispositions;
c. attend meetings and negotiate with the representatives of
the secured creditors;
d. assist the Debtor in the preparation, analysis, and
negotiation of any plan of reorganization and disclosure statement
accompanying any plan of reorganization;
e. take all necessary action to protect and preserve the
interests of the Debtor;
f. appear, as appropriate, before this Court, the Appellate
Courts, and other Courts in which matters may be heard and to
protect the interests of the Debtor before said Courts and the
United States Trustee; and
g. perform all other necessary legal services in these
cases.
The firm charges $500 per hour for Attorney A. Zachary Casas, and
$250 per hour for paraprofessionals.
The firm received a retainer in the amount of $40,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
A. Zachary Casas, a partner at Lane Law Firm PLLC, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
A. Zachary Casas, Esq.
Lane Law Firm PLLC
6200 Savoy, Suite 1150
Houston, TX 77036
Telephone: (713) 595-8200
Facsimile: (713) 595-8201
Email: zach.casas@lanelaw.com
About ICM Holdings, LLC
ICM Holdings, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Tex. Case No. 24-33828) on August 21, 2024. At the time of
filing, the Debtor estimated $50,001 to $100,000 in assets and
$100,001 to $500,000 in liabilities.
Judge Jeffrey P Norman presides over the case.
A. Zachary Casas, Esq. at Lane Law Firm PLLC represents the Debtor
as counsel.
INTEGRITY CARBON: Taps Wallen Puckett and Associates as Accountant
------------------------------------------------------------------
Integrity Carbon Solutions LLC and its affiliates seek approval
from the U.S. Bankruptcy Court for the Eastern District of Kentucky
to hire Wallen, Puckett and Associates, PSC as their accountants.
The accountant will ensure the Debtors' business tax compliance,
including enabling and assisting the Debtors in the preparation of
tax returns for the appropriate taxing authorities.
The firm will seek compensation based upon its normal hourly
billing rates.
Wallen, Puckett and Associates does not hold or represent any
interest adverse to the Debtors or their estates, and is a
"disinterested person" within the meaning of 11 U.S.C. 101(14).
The firm can be reached through:
L. Kevin Puckett
Wallen, Puckett & Anderson, Psc
106 4th St.
Pikeville, KY 41501
Phone: (606) 432-8833
About Integrity Carbon Solutions LLC
Integrity Carbon Solutions LLC filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky.
Case No. 24-70259) on June 26, 2024, listing $1 million to $10
million in assets and $10 million to $50 million in liabilities.
The petition was signed by Paul Lopez, managing member.
Judge Gregory R Schaaf presides over the case.
T. Kent Barber, Esq. at Embry Merritt Womack Nance PLLC represents
the Debtor as counsel.
IRON SPRINGS: Unsecureds Will Get 100% of Claims in Sale Plan
-------------------------------------------------------------
Iron Springs Development, LLC, filed with the U.S. Bankruptcy Court
for the Northern District of California a Combined Plan of
Reorganization and Disclosure Statement dated August 26, 2024.
In 2015, Debtor was created for the purpose of purchasing,
improving, and selling Iron Springs as a single family residence.
Debtor's owners (members) are Ali Abiani, Cung Ta, Phu Vuong, and
Uno Group Capital Holdings, LLC. Saul Flores is Debtor's manager
and chief executive officer.
Saul is also the developer of Iron Springs, and the CEO of MFA
Construction ("MFA"), the general contractor in charge of the
project ("Project"). Iron Springs was purchased in October 2015 for
$547,000, and financed by Robert Shafer, the seller, carrying back
a note and senior deed of trust. The note matured after 5 years,
and after extensions expired, went into default. A notice of
trustee's sale was published, and this Chapter 11 stayed the
foreclosure. Shafer is owed $360,042.
The Debtor owns a 100% fee interest in Iron Springs. The Property
consists of approximately 5.4 acres of hillside land, surrounded by
forest, off Highway 17, in Los Gatos, California. The Property is
ready for site approval. If proper funding can be located, then
construction of a single family residence would take about six to
eight months.
If proper funding cannot be located, then Debtor would seek funding
sufficient to pay off Shafer. In any event, at the very least,
Debtor would sell Iron Springs as an undeveloped, entitled,
Property on or before March 2025.
Class 2(a) consists of General Unsecured Claims. Creditors will
receive a pro-rata share, likely to result in a 100.00% recovery of
allowed claims, of a fund created by the Sale Proceeds. Pro-rata
means the entire amount of the fund divided by the entire amount
owed to creditors with allowed claims in this class. A lump sum
distribution will be made on or before March 31, 2025. The allowed
unsecured claims total $400. This class is impaired and is entitled
to vote on confirmation of the Plan.
Funding to complete the Project will be provided by investors that
EHL will hopefully locate. If funding occurs, then MFA will resume
work on the Project. If funding for the Project does not
materialize, then Eagle Home Loans("EHL") will seek funding to pay
off Shafer. At that point, Debtor will market the Property for
sale. Given its unique character, the marketing could take several
months.
An appraisal performed in August 2018, valued the Property at
$1,800,000. Saul believes that the "as is" value of the Property is
about $1,600,000. If sold as a completed home, then Debtor expects
to sell Iron Springs at or near its projected fair market value of
at least $3 million, and pay all claims in full.
The Debtor shall retain its current ownership interests, and Saul
Flores, Debtor's manager, shall retain his position without
compensation.
A full-text copy of the Combined Plan and Disclosure Statement
dated August 26, 2024 is available at
https://urlcurt.com/u?l=q4EMps from PacerMonitor.com at no charge.
Attorney for the Debtor:
Stanley A. Zlotoff, Esq.
Stanley A. Zlotoff, a Professional Corporation
300 S. First St. Suite 215
San Jose, CA 95113
Tel: (408) 287-5087
Fax: (408) 287-7645
Email: zlotofflaw@gmail.com
About Iron Springs Development
Iron Springs Development, LLC in Los Gatos, CA, filed its voluntary
petition for Chapter 11 protection (Bankr. N.D. Cal. Case No.
24-50504) on April 9, 2024, listing $1 million to $10 million in
assets and $500,000 to $1 million in liabilities. Saul Flores as
managing member, signed the petition.
Judge M. Elaine Hammond oversees the case.
STANLEY Z. ZLOTOFF serves as the Debtor's legal counsel.
IRWIN NATURALS: Hires Omni Agent as Administrative Agent
--------------------------------------------------------
Irwin Naturals Inc. seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire Omni Agent
Solutions, Inc. as its administrative agent.
The firm's services include:
(a) managing the solicitation and tabulation of votes in
connection with any Chapter 11 plan filed by the Debtor and
providing ballot reports to the Debtor and its professionals;
(b) generating an official ballot certification and
testifying, if necessary, in support of the ballot tabulation
results;
(c) managing any distributions made pursuant to a Plan
(including the distribution of cash, securities and/or other
entitlements);
(d) assisting with claims reconciliation, including generating
claim objection exhibits and contract cure notices; and
(e) providing any and all necessary administrative tasks not
otherwise specifically set forth above, and not covered by the
Section 156(c) Order, as the Debtor or its professionals may
require in connection with this Chapter 11 Case.
The hourly rates of Omni's professionals are as follows:
Analyst $40 to $75 per hour
Consultants $75 to $195 per hour
Senior Consultants $200 to $240 per hour
Solicitation and Securities
Consultant $200 to 225 per hour
Director of Solicitation
and Securities $250 per hour
Treasury Services Quoted upon request
Technology/Programming $85 to $155 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
Brian Osborne, president of Omni Agent Solutions, disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Brian K. Osborne
Omni Agent Solutions, Inc.
5955 De Soto Avenue, Suite 100
Woodland Hills, CA 91367
Telephone: (818) 906-8300
Email: Bosborne@omniagnt.com
About Irwin Naturals Inc.
Irwin Naturals Inc. is a provider of business support services.
Irwin Naturals Inc. sought relief under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11324) on Aug. 9,
2024. In the petition filed by Klee Irwin, as chief executive
officer, the Debtor reports estimated assets and liabilities
between $10 million and $50 million each.
The Honorable Bankruptcy Judge Victoria S. Kaufman oversees the
case.
The Debtor is represented by Joseph Axelrod, Esq.
IRWIN NATURALS: Seeks to Hire Province LLC as Financial Advisor
---------------------------------------------------------------
Irwin Naturals Inc. seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire Province, LLC as
financial advisor.
The firm's services include:
a. reviewing and analyzing the Company's business, operations,
assets, financial condition, business plan, strategy, and operating
forecasts;
b. analyzing or preparing financial models for underlying
assets and assessment of cash requirements;
c. assisting with the development of a cash flow budget and
variance analysis;
d. preparing financial analysis on recovery alternatives to
all stakeholders;
e. assisting in negotiations with various stakeholders,
including creditors and their respective representatives;
f. attending meetings with the Company, its counsel, and other
stakeholders as required;
g. exploring of Strategic Alternatives;
h. analyzing any new debt or equity capital, including advice
on the nature and terms of new securities;
i. assisting the Company in developing, evaluating,
structuring, sourcing, executing, and negotiating the terms and
conditions of a restructuring;
j. providing the Company with other general restructuring
advice as Province, the Company, and its counsel deem appropriate;
k. assisting with the preparation of bankruptcy filings,
reports, and schedules, if required;
l. assisting the Company in any efforts to raise sufficient
debtor-in-possession financing to support any bankruptcy filing
ultimately deemed necessary or desirable by the Company, along with
the diligence associated therewith;
m. analyzing any merger, divestiture, joint venture, or
investment transaction, including the proposed structure and form
thereof;
n. analyzing any new debt or equity capital, including advice
on the nature and terms of new securities;
o. assisting the Company in developing, evaluating,
structuring, and negotiating the terms and conditions of a
restructuring, plan of reorganization, or sale transaction,
including efforts to raise sufficient exit capital desirable in
relation to same; and
p. during any Bankruptcy Court proceeding, providing expert
testimony and/or litigation support as mutually agreed between
Province and the Company related thereto.
Managing Directors and Principals $870 to $1,450 per hour
Vice Presidents, Directors
and Senior Directors $690 to $950 per hour
Analysts, Associates
and Senior Associates $370 to $700 per hour
Other / Para-Professional $270 to $410 per hour
Paul Huygens, a principal of Province, disclosed in a court filing
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Paul Huygens, CPA
Province, LLC
2360 Corporate Circle, Suite 340
Henderson, NV 89074
Tel: (702) 685-5555
Email: phuygens@provincefirm.com
About Irwin Naturals Inc.
Irwin Naturals Inc. is a provider of business support services.
Irwin Naturals Inc. sought relief under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11324) on Aug. 9,
2024. In the petition filed by Klee Irwin, as chief executive
officer, the Debtor reports estimated assets and liabilities
between $10 million and $50 million each.
The Honorable Bankruptcy Judge Victoria S. Kaufman oversees the
case.
The Debtor is represented by Joseph Axelrod, Esq.
JAG SPECIALTY: Taps Certilman Balin Adler & Hyman as Legal Counsel
------------------------------------------------------------------
JAG Specialty Foods, LLC seeks approval from the U.S. Bankruptcy
Court for the U.S. Bankruptcy Court for the Eastern District of New
York to hire Certilman Balin Adler & Hyman, LLP as general
bankruptcy counsel.
The firm will render these services:
(a) represent the Debtor in this Chapter 11 case; and
(b) perform all legal services to the Debtor which may be
necessary.
The firm will be paid at these rates:
Richard J. McCord, Esq., Partner $600 per hour
Jaspreet S. Mayall, Esq., Partner $600 per hour
Robert D. Nosek, Esq., Associate $500 per hour
Paraprofessionals $150 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm requested an advance payment in the amount of $17,500.
Richard McCord, Esq., a member at Certilman Balin Adler & Hyman,
disclosed in a court filing that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Richard J. McCord, Esq.
Robert D. Nosek, Esq.
Certilman Balin Adler & Hyman, LLP
90 Merrick Avenue
East Meadow, NY 11554
Telephone: (516) 296-7000
Email: rmccord@certilmanbalin.com
About JAG Specialty Foods
JAG Specialty Foods, LLC is baker of food products for food service
providers across numerous industries. The company is based in
College Point, N.Y.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-40782) on Feb. 22,
2024, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. Gregg Desantis, vice president, operations,
signed the petition.
Judge Elizabeth S. Stong oversees the case.
Richard J. McCord, Esq., at Certilman Balin Adler & Hyman, LLP
represents the Debtor as legal counsel.
JEFFERIES FINANCE: Fitch Affirms BB+ LongTerm IDR, Outlook Negative
-------------------------------------------------------------------
Fitch Ratings has affirmed Jefferies Finance LLC's (JFIN) and its
debt co-issuing subsidiary, JFIN Co-Issuer Corporation's (JFIN
Co-Issuer) Long-Term Issuer Default Ratings (IDR) at 'BB+'. Fitch
has also affirmed JFIN's and JFIN Co-Issuer's senior unsecured debt
ratings at 'BB+' and senior secured debt ratings at 'BBB-'. The
Rating Outlook remains Negative. Concurrently, Fitch has assigned
'BBB-'(EXP) expected ratings to the proposed senior secured term
loan and priority revolving credit facility jointly issued by JFIN
and JFIN Co-Issuer.
These rating actions follow the announcement of a refinancing
transaction, whereby JFIN and JFIN Co-Issuer plan to jointly issue
a new $500 million priority secured revolver and a new $950 million
secured term loan. Proceeds will be utilized to repay the $250
million subordinated loan, with the remaining net proceeds to be
held in cash. JFIN will also terminate its $1.65 billion secured
credit facility with Sumitomo Mitsui Banking Corporation.
Additionally, on August 29, 2024, JFIN Parent LLC (JFIN Parent)
merged into JFIN. Fitch does not believe the merger had a material
impact on JFIN's credit profile.
Key Rating Drivers
Strong Affiliations and Supportive Owners: The rating affirmations
reflect the benefits of JFIN's relationship with Jefferies
Financial Group Inc. (Jefferies; BBB+/Stable), including access to
deal flow, JFIN's experienced management team, supportive ownership
from Jefferies and Massachusetts Mutual Life Insurance Company
(AA/Stable). They also reflect JFIN's focus on senior lending
relationships in the remaining funded portfolio, solid historical
asset quality performance, the expected decline in net leverage to
below 1.5x, appropriate level of unsecured debt-to-total debt for
the rating category and sufficient liquidity.
Earnings Depend Heavily on Market Conditions: Rating constraints
include earnings sensitivity to market conditions, the expected
decline in the proportion of unsecured debt-to-total debt following
the planned refinancing transaction, and uncertainty around the
long-term funding strategy given the variability in the funding mix
over time.
Constraints also include potential liquidity and leverage impacts
of draws on revolver commitments and expected fluctuations in net
leverage driven by the utilization of cash and/or draws on credit
facilities used to front underwriting commitments. The ratings also
reflect the cyclicality of underwriting conditions in the broadly
syndicated market, which have become increasingly competitive in
2024.
Elevated Leverage Drives Negative Outlook: The Negative Rating
Outlook reflects JFIN's elevated leverage, which has been above
Fitch's downgrade trigger of 2.0x or below for eight quarters.
Debt-to-tangible equity, excluding borrowings utilized for fronting
deals, was 2.4x at May 31, 2024. Pro forma for the merger of JFIN
Parent into JFIN and the proposed refinancing transaction, Fitch
believes that gross leverage will remain above 2.0x over the Rating
Outlook horizon. However, net leverage (debt less cash/tangible
equity) is expected to decline, pro forma, given the cash resulting
from the term loan proceeds.
Meaningful Cash a Potential Offset to Higher Leverage: Fitch
previously indicated an inability to reduce leverage to 2.0x or
below by FYE 2024 (Nov. 30, 2024) would likely result in a ratings
downgrade. While gross leverage will remain elevated beyond FYE
2024, a sustained reduction in net leverage could support an
Outlook revision back to Stable. Following the proposed
transaction, Fitch believes JFIN's net leverage will be managed
around 1.0x-1.5x, compared to 2.0x (excluding fronting borrowings)
on a standalone basis at May 31, 2024. However, JFIN's cash balance
and net leverage level could fluctuate as cash is used to front
underwriting commitments.
Market Volatility Can Hinder Syndication: Fitch expects any
increases in net leverage above 1.5x to be temporary and for JFIN
to syndicate underwriting commitments in a timely manner. However,
the Negative Outlook reflects uncertainty around JFIN's ability to
manage net leverage within Fitch's expectations on a sustained
basis, particularly given the potential for continued market
volatility, which can increase the risk of getting 'hung' with
deals. Sustained increases in net leverage above 1.5x over the
Rating Outlook horizon would likely result in a ratings downgrade.
Weaker Funding Flexibility Expected: At May 31, 2024, 41.9% of
JFIN's debt excluding borrowings utilized for fronting deals was
unsecured. This was within Fitch's 'bbb' category benchmark range
of 35%-100% for finance and leasing companies with a 'bbb' sector
risk operating environment score. Following the proposed
transaction, unsecured debt will decline to around 27% of total
debt; within Fitch's 'bb' category benchmark range of 10%-35%.
On a non-funding debt basis, unsecured debt would decline from 100%
of non-funding debt to around 51%, pro forma. Fitch believes the
decline in the unsecured funding level reduces JFIN's funding
flexibility, but views the pro forma funding mix as appropriate for
JFIN's rating category.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A sustained increase in net leverage (debt less cash/tangible
equity) above 1.5x;
- Material weakening in liquidity;
- Meaningful asset quality deterioration within the funded loan
portfolio;
- Sustained reduction in unsecured debt below 20% of total debt;
- Weakening firm reputation and market position or a change in the
firm's relationships with Jefferies and/or MassMutual could result
in negative rating action.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- The Negative Outlook could be revised to Stable if JFIN manages
net leverage below 1.5x over the next 12 months. An Outlook
revision to Stable would also depend on JFIN demonstrating
continued earnings improvement, maintaining sufficient liquidity
and not experiencing significant deterioration in asset quality
metrics;
- Longer-term, increased revenue diversity, as evidenced by further
growth in third-party assets under management, which generates more
stable management fees, enhanced consistency of operating results,
and improved funding flexibility, such that unsecured debt
increased to at least 35% of total debt, could result in a rating
upgrade;
- Positive rating momentum would also be contingent upon strong
asset quality performance of the funded loan portfolio,
demonstrated management of net leverage at 1.5x or below,
conservative management of fronting exposures, as evidenced by
portfolio diversity and strong syndication performance through
market cycles, and the maintenance of a sound liquidity profile.
DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS
The super senior debt and secured debt ratings are one notch above
the IDR, reflecting Fitch's expectation for good recovery prospects
under a stress scenario given available asset coverage and JFIN's
funding mix. The 'BBB-(EXP)' rating on the new priority revolving
credit facility is in line with the 'BBB-(EXP)' rating assigned to
the new senior secured term loan. While the priority revolver will
be in a first-out position ahead of the term loan, Fitch's
"Non-Bank Financial Institutions Rating Criteria" caps secured debt
ratings at 'BBB-' when the IDR is 'BB+'.
The unsecured debt rating is equalized with the IDR, reflecting
Fitch's expectation for average recovery prospects under a stress
scenario given available asset coverage and JFIN's funding mix.
DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES
The super senior debt, secured debt and unsecured debt ratings are
sensitive to changes in JFIN's Long-Term IDR and to the relative
recovery prospects of the instruments. The debt ratings are
expected to move in tandem with JFIN's Long-Term IDR, although the
notching could change if there is a shift in the funding mix or
reduction in unencumbered assets.
SUBSIDIARY AND AFFILIATE RATINGS: RATING SENSITIVITIES
The Long-Term IDR and debt ratings of JFIN Co-Issuer are equalized
with those of its parent JFIN. JFIN Co-Issuer is essentially a
shell finance subsidiary with no material operations. JFIN
Co-Issuer is a co-issuer on the existing secured corporate revolver
and unsecured notes and will be a co-issuer on the new secured term
loan and priority revolver. JFIN Co-Issuer's ratings are expected
to move in tandem with JFIN's ratings.
ADJUSTMENTS
The Standalone Credit Profile (SCP) has been assigned in line with
the implied SCP.
The Asset Quality score has been assigned above the implied score
due to the following adjustment reason(s): Historical and future
metrics (positive).
The Earnings & Profitability score has been assigned above the
implied score due to the following adjustment reason(s): Historical
and future metrics (positive).
The Capitalization & Leverage score has been assigned below the
implied score due to the following adjustment reason(s): Risk
profile and business model (negative).
The Funding, Liquidity & Coverage score has been assigned below the
implied score due to the following adjustment reason(s): Liquidity
coverage (negative).
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
----------- ------ -----
Jefferies Finance LLC LT IDR BB+ Affirmed BB+
senior secured LT BBB-(EXP)Expected Rating
super senior LT BBB-(EXP)Expected Rating
senior unsecured LT BB+ Affirmed BB+
senior secured LT BBB- Affirmed BBB-
JFIN Co-Issuer
Corporation LT IDR BB+ Affirmed BB+
senior secured LT BBB-(EXP)Expected Rating
super senior LT BBB-(EXP)Expected Rating
senior unsecured LT BB+ Affirmed BB+
senior secured LT BBB- Affirmed BBB-
JEFFERIES FINANCE: Moody's Rates New Senior Secured Term Loan 'Ba2'
-------------------------------------------------------------------
Moody's Ratings has assigned a rating of Ba2 to Jefferies Finance
LLC's (JFIN) new senior secured term loan facility and a rating of
Ba1 to the new senior secured revolving credit facility. Moody's
also affirmed JFIN's existing Ba1 senior secured revolving credit
facility rating and Ba3 corporate family rating. The B1 senior
unsecured rating was unaffected by the announced transaction.
JFIN's outlook remains stable.
A portion of the proceeds from JFIN's $950 million planned senior
secured term loan issuance is expected to be used to pay off a $250
million subordinated term loan, with the excess cash to be used for
general corporate purposes including to support underwriting
commitments and new loan frontings. The senior secured term loan
along with a new $500 million (undrawn) priority revolver will
effectively replace the $1.65 billion senior secured revolver.
RATINGS RATIONALE
JFIN's Ba1 senior secured revolving credit facility rating and Ba2
senior secured term loan facility rating are reflective of their
priority rankings in JFIN's capital structure in a default
scenario.
The transaction is expected to modestly improve JFIN's cost of
funds primarily by extinguishing the higher-cost subordinated term
loan, in addition to providing greater funding flexibility from a
higher cash position. Moody's do not expect the transaction to have
a material impact on JFIN's capitalization and leverage.
The affirmation of JFIN's Ba3 CFR reflects the firm's established
franchise as an underwriter of leveraged loans, its solid
capitalization and its prudent liquidity management. Since it was
formed 20 years ago, JFIN has demonstrated the ability to
underwrite and manage leveraged loan risks through multiple
cycles.
JFIN's financial profile incorporates the benefits to its franchise
of its affiliation with its owners, Jefferies Financial Group Inc.
(JFG, Baa2 senior unsecured debt, stable) and Massachusetts Mutual
Life Insurance Company (Mass Mutual, Aa3 insurance financial
strength, stable), which each own 50% of JFIN. JFG originates all
of JFIN's underwriting opportunities and along with MassMutual both
provide liquidity to the underwriting business. Both owners provide
support to JFIN's growing asset management business in the form of
origination from JFG and liquidity from MassMutual.
JFIN's stable outlook reflects the firm's return to profitability
in 2023 after generating a loss in 2022. JFIN operates in a
leveraged finance market that is recovering, and which still faces
uncertainties with respect to transaction activity and loan credit
performance. Moody's expect JFIN to sustain its creditworthiness by
maintaining its underwriting and credit disciplines, controlling
concentrations within its loan portfolio, and continuing to
emphasize first-lien exposures with lower losses given default.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade JFIN's rating if the firm reduces its credit
portfolio concentrations and demonstrates careful management of its
underwriting pipeline and risk appetite throughout the coming
cycle. Growth of larger streams of recurring asset management fees
could also lead to an upgrade.
Moody's could downgrade JFIN's ratings if the firm's liquidity
position significantly deteriorates or if it suffers outsized
credit losses. Changes in the priority and magnitude of capital
structure tranches could lead to changes in instrument ratings.
The principal methodology used in these ratings was Finance
Companies published in July 2024.
LEGACY CLINICAL: May Use Cash Collateral Until Nov. 27
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
permitted Legacy Clinical Consultants, LLC to use cash collateral,
acknowledging that authorization is critical to prevent immediate
harm to the estate, ensuring that the company can cover its
operational costs during the bankruptcy process.
As part of the order, the U.S. Small Business Administration (SBA)
is granted replacement liens on the Debtor's cash collateral and
post-petition property, maintaining the same priority as
pre-petition. The Debtor is also required to maintain insurance on
the collateral to protect the SBA's interests.
The Debtor is permitted to utilize cash collateral until November
27, 2024, in accordance with a budget that allows for an aggregate
of line items plus 10%. A detailed budget has been provided,
outlining expected income and expenses over the next two months.
The Debtor projects total expenses of $52,901.68 in October and
$52,546.68 in November.
The Debtor's access to cash collateral will be reviewed again on
November 26, 2024, to ensure ongoing oversight and adjustments as
necessary. This continuous monitoring aims to balance the Debtor's
operational needs with the protection of creditors' interests.
Counsel to the Debtor may be reached at:
Gregory K. Stern, Esq.
Dennis E. Quaid, Esq.
Monica C. O'Brien, Esq.
Rachel S. Sandler, Esq.
53 West Jackson Boulevard, Suite 1442
Chicago, IL 60604
Tel: (312) 427-1558
About Legacy Clinical Consultants
Legacy Clinical Consultants, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
24-11758) on August 13, 2024, with up to $50,000 in assets and up
to $500,000 in liabilities.
Judge Donald R. Cassling presides over the case.
Gregory K. Stern, Esq., at Gregory K. Stern, P.C. represents the
Debtor as legal counsel.
LIFEBACK LAW FIRM: Hoglund & Mrozik Wants Chapter 11 Tossed
-----------------------------------------------------------
Rick Archer of Law360 Bankruptcy Authority reports that consumer
bankruptcy firm Hoglund & Mrozik PLLC has asked a Minnesota
bankruptcy judge to reject the proposed Chapter 11 plan of rival
LifeBack Law Firm, calling the case a bad-faith attempt to dodge an
arbitration judgment for online fraud.
About LifeBack Law Firm, P.A.
LifeBack Law Firm, P.A., practices within Minnesota providing legal
counsel for Chapter 7 and 13 bankruptcy.
LifeBack Law Firm sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Minn. Case No. 24-60191) on April 28,
2024.
In the petition signed by Wesley W. Scott, president, the Debtor
disclosed $1,181,944 in assets and $1,789,537 in liabilities.
Judge Michael E. Ridgway oversees the case.
John D. Lamey III, Esq., at LAMEY LAW FIRM, P.A., is the Debtor's
legal counsel.
LOVESWORTH HOLDINGS: Unsecureds Will Get 15% of Claims over 5 Years
-------------------------------------------------------------------
Lovesworth Holdings, Inc., filed with the U.S. Bankruptcy Court for
the Northern District of California a Plan of Reorganization for
Small Business under Subchapter V dated August 26, 2024.
The Debtor is a corporation. Since 2019, the Debtor has been in the
business of a Retail gas station and convenience store.
The Debtor owns the gas station/convenience store, as well as the
real property on which it is situated. The property address is 3044
Del Monte Boulevard, Marina, CA 93933-3838 (the "Property").
The Debtor's financial projections show that the Debtor will have
projected disposable income of a $1,000.00 month average projected
disposable income based on one year of projections. After
committing entire disposable income to Class 3 general unsecured
creditors, the net income is $0.00.
The final Plan payment is expected to be paid on December 15, 2029,
which is anticipated to be 60 months after the effective date.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately $60,000.00. This Plan also provides for the
payment of administrative and priority claims.
Class 3 consists of Non-priority unsecured creditors. Holders of
general unsecured claims in Class 3 will be paid 15 % over 5 years,
with the first payment of $1,000.00 being due on the Plan's
Effective Date, followed by 59 more consecutive payments of
$1,000.00 thereafter. This Class is impaired.
Class 4 consists of Equity security holders of the Debtor. The
Debtor's responsible individual (Mr. Samuel Ezeibe) and his wife
are 100% equity owners of the Debtor and do not have any pre or
post petition claims against the Debtor. Their interests will
remain the same/unchanged as of the Plan's Effective Date.
Distributions to Creditors under this Plan will be funded primarily
from:
* The Debtor's cash on hand on the Plan's Effective Date;
* Net income from the continued operations of the business;
and
* Capital contributions from the Debtor's equity interest
holders.
A full-text copy of the Plan of Reorganization dated August 26,
2024 is available at https://urlcurt.com/u?l=Tq7hn9 from
PacerMonitor.com at no charge.
About Lovesworth Holdings Inc.
Lovesworth Holdings Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Calif. Case No. 24-40909) on June 18,
2024. In the petition signed by Samuel Ezeibe, as president, the
Debtor reports estimated assets and liabilities between $1 million
and $10 million each.
The Honorable Bankruptcy Judge William J. Lafferty oversees the
case.
The Debtor is represented by:
Arasto Farsad, Esq.
FARSAD LAW OFFICE, P.C.
1625 The Alameda, Suite 525
San Jose, CA 95126
Tel: 408-641-9966
E-mail: Farsadlaw1@gmail.com
LSF12 CROWN: S&P Assigns 'B-' Issuer Credit Rating, Outlook Pos.
----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to LSF12
Crown Intermediate L.P. (doing business as Kidde Global Solutions,
or KGS).
At the same time, we assigned our 'B-' issue-level rating to the
company's proposed seven-year $1.83 billion term loan B and
five-year $250 million revolving credit facility. The recovery
rating is '3' indicating our expectation for meaningful (50%-70%;
rounded estimate: 50%) recovery for lenders in the event of a
payment default.
The positive outlook reflects our forecast for S&P Global
Ratings-adjusted leverage to improve toward the mid-6x area within
12-18 months after the close of the acquisition, as KGS realizes
the benefits of cost-out initiatives and given our assumption for
modest revenue growth.
Lone Star Funds (LSF) is acquiring Carrier Global Corp.'s
Commercial and Residential Fire and Safety business through a new
entity, KGS for $2.8 billion. KGS provides fire safety solutions,
including detection and notification devices, alarms, and services
for commercial and residential markets, including through its Kidde
and Edwards brands.
S&P said, "We forecast KGS's S&P Global Ratings-adjusted leverage
to be high, in the high-6x area in 2025 but improving to the low-6x
area in 2026 on the execution of separation and cost-savings
initiatives. Notwithstanding the relatively sizable common equity
and balance sheet cash contributions by LSF to KGS to help fund the
acquisition and carve-out costs, leverage immediately following the
transaction close (assuming Jan. 1, 2025) will be high and remain
elevated, albeit improving, through 2026. Our measure of adjusted
leverage incorporates our assumption for revenue growth in the
mid-single-digit percent area in 2024 and low-single-digit percent
area thereafter, driven, in part, by our forecast for slowing U.S.
GDP and reduced residential and construction spending.
"Nevertheless, despite moderating revenue growth, we forecast the
company's S&P Global Ratings-adjusted EBITDA margin will improve
toward the low- to mid-teens percent area through 2026, compared
with the high-single-digit percent area in 2023 (operating as a
division of Carrier). We assume that, over the next two years, KGS
maintains the gross margin improvement it realized through the
first half of 2024, which was driven in part by pricing initiatives
and a mix-shift to higher-priced products, and maintains the
benefit of cost-reduction actions implemented during 2023. Further,
we assume the realization of savings from KGS's cost-savings plan
more than offset costs to achieve those savings through 2026,
translating to EBITDA growth and deleveraging.
"We believe, however, there are risks to our forecast primarily
around the execution of the company's cost-savings plan. Although
we assume KGS will realize a large portion of its anticipated cost
savings over the next two years, we believe some initiatives may
take longer to realize or may be more difficult to realize. For
example, procurement savings, as they often require contract
negotiations with various third-party vendors, which falls outside
management's control. Therefore, our positive outlook reflects the
potential for deleveraging over the next 12-18 months as the
company executes on its cost initiatives and debt repayment.
"KGS operates within the highly competitive and narrow fire and
safety market. Our assessment of KGS's business position reflects
our view that the company has only modest product differentiation
in its retail segment, may be vulnerable to market share loss to
well-capitalized competitors that have more funds to invest in
technology, and could exhibit some EBITDA volatility over time. We
believe KGS has somewhat limited pricing power in its residential
segment (46% of 2023 revenue) in part because of limited product
differentiation compared with competitors, and given exposure to
large retail customers, which may make pushing price increases more
challenging. Still, we acknowledge that the company has
historically been able to pass through most input costs, as well as
base price increases, to its customers. KGS has some ability to
command pricing in its commercial segment, however, given more
premium brand positioning and complexity of products, and we note
the company has some flexibility in its cost structure given much
of its production costs are variable. Nevertheless, the company
operates a short-cycle business with limited revenue visibility,
which could negatively affect production planning and EBITDA margin
during periods of more volatile demand. Although KGS benefits from
a general baseline of demand given the importance of, and
regulatory requirements for, fire and safety purchases among
homeowners and building operators, we believe KGS's relatively
small scale and narrow scope of operations may make it susceptible
to some volatility of earnings over time. We note, however, that
while KGS's scope of operations within fire and safety is narrower
than larger diversified industrial companies, KGS benefits from
some end-market diversification within its commercial segment.
"Risks to its business are partially offset by KGS's good market
position (either No. 1 or No. 2) in both its commercial and
residential segments, especially in the Americas market, in our
view. KGS has a lead position (among two primary competitors) in
the Americas residential market and a second position (among four)
in the global commercial market. This good position, the formidable
Kidde and Edwards brands, long-standing relationships with key
channel partners, and regulatory requirements, in our view, create
good barriers to entry that should translate into a continued
ability for the company to hold, if not improve, gross margin over
time. Moreover, we believe there is a high likelihood for contract
renewal and continued revenue generation through channel partners,
and we expect continued aftermarket revenue growth as a result of
its large installed base and reluctance to switch fire systems in
buildings due to high switching costs (among commercial customers)
and product familiarity (among residential customers).
"We forecast positive and increasing FOCF but expect sizable cash
outlays in the next few years as the company separates from Carrier
and invests in cost-savings initiatives. In addition to incremental
stand-alone costs and capital and operational costs to achieve cost
savings, we expect the company will incur significant one-time
costs relating to the separation of operations from Carrier. While
we exclude the one-time separation costs from our calculation of
adjusted EBITDA, they do reduce cash flow available to the business
in 2025 and 2026, including to reduce leverage. Further, we assume
working capital will be a moderate use of cash to fund growth.
"We note, however, that as part of the transaction, Lone Star Funds
is adding $150 million of cash to the balance sheet to help fund
the separation initiatives. We forecast EBITDA growth, through the
realization of cost savings, to drive FOCF improvement in 2026 and
beyond. We also believe the business generally requires low
maintenance and growth capital expenditure (capex), at about 1%-2%
of annual revenue (except for 2025 and 2026, due to the
aforementioned higher spending to achieve operational savings).
"The positive outlook reflects our forecast for S&P Global
Ratings-adjusted leverage to improve toward the mid-6x area within
12-18 months after the close of the acquisition, as KGS realizes
the benefits of cost-out initiatives and given our assumption for
modest revenue growth."
S&P could revise the outlook to stable if KGS sustained S&P Global
Ratings-adjusted leverage above 6.5x or if FOCF turned negligible
or modestly negative. This could occur if:
-- The benefits of cost out actions in the first year or two were
lower than S&P assumed, or the costs to achieve those benefits were
moderately higher than it assumed; or
-- The company pursued a more aggressive financial policy,
including debt-funded acquisitions or shareholder returns.
S&P could raise its rating on the company if:
-- S&P Global Ratings-adjusted leverage were sustained below
6.5x;
-- Financial policy decisions supported maintaining leverage at
this improved level, including the impact of potential future
acquisitions and shareholder rewards; and
-- The company maintained good FOCF as a stand-alone entity.
S&P said, "Environmental and social factors are an overall neutral
consideration in our credit rating analysis of KGS. The company has
exposure to commercial (about 54% of 2023 revenue) and residential
(46%) end markets, which we believe are not significantly exposed
to environmental factors.
"Governance factors are a moderately negative consideration in our
credit rating analysis, 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 interests of the controlling
owners over other stakeholders. This also reflects sponsors'
generally finite holding periods and focus on maximizing
shareholder returns."
LTC TRANSPORTATION: Seeks to Hire Linda Stine CPA as Accountant
---------------------------------------------------------------
LTC Transportation, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Ohio to hire Linda Stine CPA as
its accountant.
The firm will render these services:
a. aid and assist in the completion of the monthly reports and
accounting necessary to maintain the same;
b. consult with and aid in the preparation and implementation
of the financial reports and Exhibits to the plan of reorganization
and the potential tax consequences to the Debtor as a result of
these Chapter 11 proceedings;
c. assist the Debtor in the review and establishment of the
amount of the various claims against the Debtor, including the
claims of governmental agencies arising from the prepetition
operations of the Debtor;
d. assist the Debtor in the preparation and timely filing of
all tax returns due;
e. generally aid the Debtor in all accounting matters relating
to such bankruptcy proceedings;
f. analyse accounts, journal entries and miscellaneous
support;
g. prepare budgets for the Debtor; and
h. consult on Bookkeeping matters.
The accountant will charge $95 per hour for her services.
Linda Stine CPA is a "disinterested person" with the meaning of 11
U.S.C. Sec. 101(14), according to court filings.
The firm can be reached through:
Linda L. Stine, CPA
Linda Stine CPA
85 Oakley Meadow Lane
Tiffin, OH 44883
Tel: (419) 618-2983
About LTC Transportation
LTC Transportation, LLC operates in the general freight trucking
industry. The company is based in Saint Marys, Ohio.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-31391) on July 29,
2024, with $1,173,337 in assets and $1,381,244 in liabilities. Tod
Chiles, managing member, signed the petition.
Judge Mary Ann Whipple presides over the case.
Eric Neuman, Esq., at Diller and Rice, LLC represents the Debtor as
legal counsel.
MBTT INVESTMENTS: Case Summary & One Unsecured Creditor
-------------------------------------------------------
Debtor: MBTT Investments, LLC
324 E Oak St.
Fort Collins, CO 80524
Business Description: MBTT Investments is primarily engaged in
renting and leasing real estate properties.
The Debtor owns the real property located at
324 E Oak St., Fort Collins, CO 80524
valued at $1.3 million.
Chapter 11 Petition Date: September 30, 2024
Court: United States Bankruptcy Court
District of Colorado
Case No.: 24-15766
Debtor's Counsel: Aaron A. Garber, Esq.
WADSWORTH GARBER WARNER CONRARDY, P.C.
2580 West Main Street
Suite 200
Littleton, CO 80120
Tel: 303-296-1999
E-mail: agarber@wgwc-law.com
Total Assets: $1,301,200
Total Liabilities: $1,283,614
The petition was signed by Dr. JD Wideman, D.O. as president.
The Debtor listed KCB Consulting, LLC, Kenneth Brazil, 11 Hawkeye
Lane Las Vegas, NV 89125 as its sole unsecured creditor holding a
claim of $136,193.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/AB2CTRQ/MBTT_Investments_LLC__cobke-24-15766__0001.0.pdf?mcid=tGE4TAMA
MICHAEL'S INC: Seeks Approval to Hire Forbes Law LLC as Attorney
----------------------------------------------------------------
Michael's Inc. seeks approval from the U.S. Bankruptcy Court for
the U.S. Bankruptcy Court for the Northern District of Ohio to hire
Forbes Law LLC as attorneys.
The firm will render these services:
a. advise the Debtor as to its rights, duties and powers as a
Debtor in possession;
b. prepare and file the Statements, Schedules, Plans and other
documents and pleadings necessary to be filed by the Debtor in this
case;
c. represent the Debtor at all hearings, meetings of
creditors, conferences, trials, and other proceedings in this case;
and
d. perform other legal services as may be necessary in
connection with this case.
The firm will bill these hourly rates:
Attorneys $325
Associates $250
Paralegals $150
Forbes Law received a retainer fee of $6,000.
Glenn E. Forbes, Esq. attests that he and his law firm are
disinterested persons, as that term is defined in the Bankruptcy
Code, and do not hold or represent an interest adverse to the
estate with respect to the matter on which they are proposed to be
employed.
The counsel can be reached through:
Glenn E. Forbes, Esq.
FORBES LAW LLC
166 Main Street
Painesville, OH 44077
Tel: (440) 357-6211
Fax: (440) 357-1634
E-mail: gforbed@geflaw.net
bankruptcy@geflaw.net
About Michael's Inc.
Michael's Inc. is a hospitality company that operates a hotel and
banquet center in Mentor, Ohio. The Company provides event hosting
services, lodging, and related hospitality offerings. It has been
serving the local community for several years, though specific
details about its founding date were not provided in the
documents.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio, Case No. 24-13743) on September
13, 2024, with certain assets and liabilities not mentioned.
Judge Jessica E. Price Smith presides over the case.
Glenn E. Forbes, Esq. at Forbes Law LLC represents the Debtor as
legal counsel.
MICROVISION INC: Brian Turner Retires as Director
-------------------------------------------------
MicroVision, Inc. announced Sept. 27, 2024, the retirement of Brian
Turner from its Board of Directors.
"Brian joined the MicroVision Board in 2006 and served as Board
Chair from 2012 to 2023," said Robert Carlile, Chairman of the
Board. "Brian has been steadfast in his commitment to the Company,
leadership on the Board, and guidance to management. On behalf of
the entire Board, I would like to express our sincere gratitude for
his many years of service and wish him all the best in his future
endeavors."
"MicroVision has benefited greatly from Brian's strategic insights
and outstanding contributions," said Sumit Sharma, chief executive
officer. "He has helped the Company navigate through various
dynamic market environments. Personally, it has been an honor to
work with Brian."
Mr. Turner commented, "As I reflect on my nearly two decades with
MicroVision, I am grateful for the talented and dedicated
individuals with whom I've had the privilege to serve. I have
great confidence in the leadership and capability of the Board and
management of MicroVision and am excited to see what they will
achieve."
About Microvision
With offices in the U.S. and Germany, MicroVision --
www.microvision.com -- is a pioneering company in MEMS-based laser
beam scanning technology that integrates MEMS, lasers, optics,
hardware, algorithms and machine learning software into its
proprietary technology to address existing and emerging markets.
The Company's integrated approach uses its proprietary technology
to provide automotive lidar sensors and solutions for advanced
driver-assistance systems (ADAS) and for non-automotive
applications including industrial, smart infrastructure and
robotics. The Company has been leveraging its experience building
augmented reality micro-display engines, interactive display
modules, and consumer lidar modules.
MicroVision reported a net loss of $82.84 in 2023, a net loss of
$53.09 in 2022, a net loss of $43.20 million in 2021, a net loss of
$13.63 million in 2020, a net loss of $26.48 million in 2019, and a
net loss of $27.25 million in 2018. MicroVision reported a net loss
of $26.31 million for the three months ended March 31, 2024.
MONDORIVOLI LLC: Unsecureds to be Paid in Full over 5 Years
-----------------------------------------------------------
Mondorivoli, LLC, filed with the U.S. Bankruptcy Court for the
District of Colorado a Plan of Reorganization for Small Business
under Subchapter V dated August 26, 2024.
The Debtor is a Colorado limited liability company organized under
the laws of the State of Colorado on April 13, 2012. The membership
interests of the Debtor are owned by Jean-Pierre Bleger and his
spouse Rebecca Bleger.
The Debtor owns and leases real properties in Durango and Pagosa
Springs, Colorado. The Durango properties are located at 873 E.
Third Street and 225 and 277 East Eighth Avenue. The Pagosa Springs
property is located at 510 San Juan Street. The 225 and 277 East
Eighth Avenue and Pagosa Springs properties are secured by a loan
held by Basin Properties, Inc. The property located at 873 E. Third
Street is secured by a loan held by Weinberg Servicing, LLC.
The Debtor's rental income was impacted by the COVID 19 Pandemic,
and it fell behind on mortgage payments to its secured lenders. It
also is behind on real property taxes. A foreclosure action was
filed by Weinberg Servicing, LLC on the property located at 873 E.
Third Street. This case was filed prior to the foreclosure sale to
enable the Debtor to reorganize.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $93,707.52. The Plan
provides for payment of Allowed unsecured claims in full.
This Plan of Reorganization proposes to pay creditors of
Mondorivoli, LLC from projected future income of the Debtor.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 100 cents on the dollar. This Plan also provides
for the payment of administrative priority claims.
Class 3 is comprised of the Allowed unsecured claims against the
Debtor. There is one creditor in Class 3, Buechler Law Office, LLC.
The Allowed unsecured claims total $12,243.31. This Class is
impaired.
The allowed unsecured claims shall be paid in full over the
five-year term of the Plan. The Debtor shall make quarterly
payments to its Allowed unsecured creditors. The quarters shall
commence with the first full month following the Effective Date.
All payments shall be mailed to Class 3 creditors by the 15th of
the month following the close of the quarter except the final
payment which shall be mailed within month 60 of the plan.
Class 4 consists of Equity security holders of the Debtor.
Jean-Pierre Bleger and Rebecca Bleger shall retain their membership
interests in the Debtor subject to the provisions of this Plan.
On the Effective Date of the Plan, there will be a separate deposit
account opened at a federally insured commercial bank to serve as
the Creditor Account into which all Plan payments will be made by
the Debtor until the obligations under the Plan are completed. If
the Plan is confirmed under Section 1191(b), the distributions from
the Creditor Account will be made by the Subchapter V Trustee.
The Debtor will close the Debtor in Possession account within sixty
days of the Effective Date.
A full-text copy of the Plan of Reorganization dated August 26,
2024 is available at https://urlcurt.com/u?l=hnHIbZ from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Bonnie Bell Bond, Esq.
Law Office of Bonnie Bell Bond, LLC
8400 E. Prentice Avenue, Suite 1040
Greenwood Village, CO 80111
Telephone: (303) 770-0926
Facsimile: (303) 770-0965
Email: bonnie@bellbondlaw.com
About Mondorivoli LLC
Mondorivoli, LLC, owns and leases real properties in Durango and
Pagosa Springs, Colorado.
The Debtor sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Colo. Case No. 24-12895) on May 28, 2024. In the
petition filed by Jean-Pierre Bleger, manager, the Debtor disclosed
up to $10 million in both assets and liabilities.
Judge Joseph G. Rosania Jr. oversees the case.
The Law Office of Bonnie Bell Bond, LLC, serves as the Debtor's
counsel.
N&H SADDLEBRED: Court OKs Sale of Woodschurch Road Property
-----------------------------------------------------------
N&H Saddlebred Holdings LLC received the green light from Judge
John K. Sherwood of the U.S. Bankruptcy Court for the District of
New Jersey to sell its real property commonly known as 119 West
Woodschurch Road, Readington Township, New Jersey.
The Debtor is selling the Property to John Ward and Jason Knowlton,
or an entity to be formed by them, free and clear of all liens,
claims, encumbrances and other interests. Those liens, claims,
encumbrances and other interests will attach to the proceeds of the
sale.
The Court held that sufficient funds must be held in escrow to pay
the Debtor's real estate broker commissions and the Debtor's
attorney fees.
About N&H Saddlebred Holdings
N&H Saddlebred Holdings LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No.
23-21332) on Dec. 6, 2023, listing up to $10 million in both assets
and liabilities.
Judge John K. Sherwood presides over the case.
Herbert K. Ryder, Esq., at the Law Offices of Herbert K. Ryder LLC
represents the Debtor as counsel.
NANOVIBRONIX INC: Inks New Employment Agreements With Execs
-----------------------------------------------------------
NanoVibronix, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that the Company entered
into a new Employment Agreement with Brian Murphy, Chief Executive
Officer of the Company, pursuant to which the parties agreed to
have Mr. Murphy continue to serve as CEO, effective September 20,
2024, through August 31, 2025, unless earlier terminated by either
party pursuant to the 2024 Murphy Agreement.
As previously disclosed, the Company entered into an Employment
Agreement, dated January 1, 2022, with Mr. Murphy, pursuant to
which the parties agreed to have Mr. Murphy continue to serve as
CEO, effective January 1, 2022. The 2022 Murphy Agreement
terminated upon effectiveness of the 2024 Murphy Agreement.
As consideration for his services as CEO, Mr. Murphy will be
entitled to receive:
(i) an annual base salary of $321,000, less applicable payroll
deductions and tax withholdings;
(ii) reimbursement of any reasonable and customary, documented
out-of-pocket expenses actually incurred by Mr. Murphy in
connection with the performance of his services under the 2024
Murphy Agreement; and
(iii) an annual bonus of up to $100,000, less applicable payroll
deductions and tax withholdings, based on the extent to which Mr.
Murphy met performance criteria for the calendar year, as
determined by the Company in good faith. Mr. Murphy may also be
eligible to receive certain grants of incentive stock options to
purchase shares of common stock of the Company.
Either party may terminate the 2024 Murphy Agreement at any time
upon 90 days written notice. Upon termination of Mr. Murphy's
employment, the Company shall pay Mr. Murphy:
(i) any unpaid salary accrued through the date of termination,
(ii) any accrued and unpaid vacation or similar pay to which
Mr. Murphy is entitled as a matter of law or Company policy, and
(iii) any unreimbursed expenses properly incurred prior to the
date of termination (the "Murphy Accrued Obligations").
In the event the Company terminates Mr. Murphy's employment for
cause, the Company shall have no further liability or obligation to
Mr. Murphy under the 2024 Murphy Agreement or in connection with
Mr. Murphy's employment, except for the Murphy Accrued
Obligations.
The 2024 Murphy Agreement also contains certain standard
non-competition, non-solicitation, confidentiality, and assignment
of inventions requirements for Mr. Murphy.
Similarly, the Company entered into a new Employment Agreement with
Stephen Brown, pursuant to which the parties agreed to have Mr.
Brown continue to serve as Chief Financial Officer of the Company,
effective September 20, 2024, through August 31, 2025, unless
earlier terminated by either party pursuant to the 2024 Brown
Agreement. As previously disclosed, the Company entered into an
Employment Agreement, dated January 1, 2022, with Stephen Brown,
pursuant to which the parties agreed to have Mr. Brown continue to
serve as Chief Financial Officer of the Company, effective January
1, 2022.
The 2022 Brown Agreement terminated upon effectiveness of the 2024
Brown Agreement.
As consideration for his services as Chief Financial Officer, Mr.
Brown will be entitled to receive:
(i) an annual base salary of $267,500, less applicable payroll
deductions and tax withholdings;
(ii) reimbursement of any reasonable and customary, documented
out-of-pocket expenses actually incurred by Mr. Brown in connection
with the performance of his services under the 2024 Brown
Agreement; and
(iii) an annual bonus of up to $50,000, less applicable payroll
deductions and tax withholdings, based on the extent to which Mr.
Brown has met performance criteria for the calendar year, as
determined by the Company in good faith. Mr. Brown may also be
eligible to receive certain grants of incentive stock options to
purchase shares of common stock of the Company.
Either party may terminate the 2024 Brown Agreement at any time
upon ninety (90) days written notice. Upon termination of Mr.
Brown's employment, the Company shall pay Mr. Brown:
(i) any unpaid salary accrued through the date of
termination,
(ii) any accrued and unpaid vacation or similar pay to which
Mr. Brown is entitled as a matter of law or Company policy, and
(iii) any unreimbursed expenses properly incurred prior to the
date of termination (the "Brown Accrued Obligations").
In the event the Company terminates Mr. Brown's employment for
cause, the Company shall have no further liability or obligation to
Mr. Brown under the 2024 Brown Agreement or in connection with Mr.
Brown's employment, except for the Brown Accrued Obligations.
The 2024 Brown Agreement also contains certain standard
non-competition, non-solicitation, confidentiality, and assignment
of inventions requirements for Mr. Brown.
About NanoVibronix
Elmsford, N.Y.-based NanoVibronix, Inc., a Delaware corporation,
commenced operations on October 20, 2003, and is a medical device
company focusing on noninvasive biological response-activating
devices that target wound healing and pain therapy and can be
administered at home without the assistance of medical
professionals.
Going Concern
The Company cautioned in a Form 10-Q Report for the quarterly
period ended March 31, 2024, that substantial doubt exists about
its ability to continue as a going concern. According to the
Company, it has incurred losses in the amount of approximately
$588,000 during the three months ended March 31, 2024, as it
continues to maintain significant net operating losses from
operations. The Company also had negative cash flow from operating
activities of $579,000 for the three months ended March 31, 2024.
The Company had a cash balance of just over $2,700,000 as of March
31, 2024, and it expects to continue to incur losses and negative
cash flows from operating activities. Due to the continued expected
negative cash flow from operations and the potential arbitration
payment, if it is unsuccessful in its appeals, the Company does not
have sufficient resources to fund operations for at least 12 months
after the filing of the report, raising substantial doubt about its
ability to continue as a going concern.
NEXT LEVEL INVESTMENTS: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Next Level Investments of Central Texas, LLC
926 La Salle Ave.
Waco TX 76706
Business Description: The Debtor provides a complete range of
capabilities for building custom homes in
Waco, Texas and its surrounding areas.
Chapter 11 Petition Date: September 30, 2024
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 24-34605
Debtor's Counsel: Robert Shannon, Esq.
SHANNON & LEE LLP
2100 Travis Street Ste 1525
Houston TX 77002
Tel: 713-714-5770
E-mail: rshannon@shannonleellp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Wyatt Faulkinberry as sole 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/WCMIDTI/Next_Level_Investments_of_Central__txsbke-24-34605__0001.0.pdf?mcid=tGE4TAMA
NEXT LEVEL PROPERTY: Case Summary & Four Unsecured Creditors
------------------------------------------------------------
Debtor: Next Level Property Holdings, LLC
926 La Salle Ave.
Waco TX 76706
Business Description: The Debtor is primarily engaged in renting
and leasing real estate properties.
Chapter 11 Petition Date: September 30, 2024
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 24-34607
Debtor's Counsel: Robert Shannon, Esq.
SHANNON & LEE LLP
2100 Travis Street, Suite 1525
Houston TX 77002
Tel: 713-714-5770
E-mail: rshannon@shannonleellp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Wyatt Faulkinberry as sole member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/NSJDRVQ/Next_Level_Property_Holdings_LLC__txsbke-24-34607__0001.0.pdf?mcid=tGE4TAMA
NEXTTRIP INC: Executes Investment Agreements With Alumni Capital
----------------------------------------------------------------
NextTrip, Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that the Company, entered into
certain investment documents with Alumni Capital LP, a Delaware
limited partnership.
On the Effective Date, the Company entered into a securities
purchase agreement with Investor for the sale of a short-term
promissory note and warrants to Investor for total consideration of
$250,000.
The Note is in the principal amount of $300,000 with an original
issue discount of $50,000 and guaranteed interest on the principal
amount of ten 10% per annum which shall be due and payable on
December 19, 2024. In the event of a failure to re-pay the Note on
or before the Maturity Date, the interest rate will increase to the
lesser of 22% per annum or the maximum amount permitted under law
from the due date thereof until the same is paid.
The Note is convertible into common stock of the Company only upon
an event of default.
Upon such an event of default, the Investor shall have the right to
convert all or any part of the outstanding and unpaid principal,
interest, penalties, and all other amounts under the Note into
fully paid and non-assessable shares of the Company's common stock
at a conversion price of 80% of the lowest traded price of the
Common Stock during the 20 Business Days prior to Investor's
delivery of a notice of conversion, subject to adjustment in the
event the Company is no longer DWAC eligible, is subject to a DTC
"chill" and/or the Company ceases to be a reporting issuer.
Notwithstanding the foregoing, conversions will be subject to
limitation whereby such conversion would result in beneficial
ownership by the Investor and its affiliates of more than 9.99% of
the outstanding shares of Common Stock or would exceed 19.99% of
the Company's outstanding Common Stock as of the date hereof.
The Company has agreed to reserve at least three times the number
of shares that is actually issuable upon full conversion of the
Note (based on the Conversion Price of the Note in effect from time
to time). In addition, while any portion of the Note is
outstanding, if the Company receives net cash proceeds in excess of
$1,000,000 but less than $2,000,000, the Investor is entitled to
receive up to 50% of the outstanding amounts under the Note and,
for such net cash proceeds in excess of $2,000,000, Investor is
entitled to repayment in full.
Events of default under the Note include failure to pay principal
or interest, conversion failures, material breaches of covenants,
representations and warranties, certain insolvency events,
cessation of trading, financial statement restatement and such
similar events of default for transactions of this nature,
provided, however, that in no event shall the Holder be entitled to
convert any portion of this Note in excess of that portion of this
Note upon conversion of which the sum of (1) the number of shares
of Common Stock beneficially owned by the Holder and its affiliates
(other than shares of Common Stock which may be deemed beneficially
owned through the ownership of the unconverted portion of the Notes
or the unexercised or unconverted portion of any other security of
the Borrower subject to a limitation on conversion or exercise
analogous to the limitations contained herein) and (2) the number
of shares of Common Stock issuable upon the conversion of the
portion of this Note with respect to which the determination of
this proviso is being made, would result in beneficial ownership by
the Holder and its affiliates of more than 9.99% of the outstanding
shares of Common Stock or would exceed 19.99% of the Company's
outstanding Common Stock as of the date hereof.
In conjunction with the issuance of the Note to Investor, the
Company also issued Warrants to purchase 96,774 shares of common
stock at a price per share of $3.10, which represents 100% warrant
coverage on the principal amount of the Note. The Warrants are
exercisable on or prior to the five (5) year anniversary of the
Effective Date.
The Company also entered into a Common Stock Securities Purchase
Agreement with the Investor. Pursuant to the Common Stock SPA, the
Company has the right, but not the obligation to cause Investor to
purchase up to $10 million of Common Stock at the Purchase Price
during the period beginning on the execution date of the Common
Stock SPA and ending on the earlier of (i) the date on which
Investor has purchased $10 million in Common Stock pursuant to the
Common Stock SPA or (ii) December 31, 2025.
Pursuant to the Common Stock SPA, the "Purchase Price" means the
lowest traded price of Common Stock during the five Business Days
prior a closing date multiplied by 89%. No Purchase Notice will be
made without an effective registration statement and no Purchase
Notice will be in an amount greater than $500,000.
The Common Stock SPA provides that the number of our common stock
shares to be sold to Investor will not exceed the number of shares
that, when aggregated together with all other shares of our common
stock which the investor is deemed to beneficially own, would
result in the investor owning more than 4.99% of our outstanding
common stock or would exceed 19.99% of the Company's outstanding
Common Stock as of the date hereof.
In consideration for the Investor's execution and delivery of, and
performance under, the Common Stock SPA, the Company shall, within
two business days from the Effective Date, issue and deliver to the
Investor a number of Common Stock in an amount equal to one percent
of the Commitment Amount divided by the VWAP for the Common Stock
for the business day prior to the Effective Date and within one
business day from the date off effectiveness of the S-1
Registration Statement, the Company shall cause the Transfer Agent
to issue and deliver as DWAC or DRS shares to the Investor a number
of Common Stock equal to two percent of the Commitment Amount
divided by the VWAP for the Common Stock for the business day prior
to the notice of effectiveness.
About NextTrip Inc.
NextTrip (formerly known as Sigma Additive Solutions, Inc. --
https://investors.nexttrip.com -- is an innovative technology
company that is building next generation solutions to power the
travel industry. NextTrip, through its subsidiaries, provides
travel technology solutions with sales originating in the United
States, with a primary emphasis on accommodations, hotels, flights,
wellness, and all-inclusive travel packages. Its proprietary
booking engine, branded as NXT2.0, provides travel distributors
access to a sizeable inventory. NextTrip's NXT2.0 booking
technology was built upon a platform acquired in June 2022, which
previously powered the Bookit.com business, a well-established
online leisure travel agent generating over $400 million in annual
sales as recently as 2019 (pre-pandemic).
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2024, issued a "going concern" qualification in its report
dated Sept. 4, 2024, citing that the Company has suffered recurring
losses from operations and has a negative working capital that
raise substantial doubt about its ability to continue as a going
concern.
Nexttrip reported a net loss of $7.33 million for the year ended
Feb. 29, 2024, compared to a net loss of $5.03 million for the year
ended Feb. 28, 2023. As of May 31, 2024, Nexttrip had $4.70 million
in total assets, $3.53 million in total liabilities, and $1.17
million in total stockholders' equity.
NOSTRUM LABORATORIES: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Nostrum Laboratories, Inc.
1800 N. Topping Avenue
Kansas City, MO 64120
Business Description: Nostrum is a pharmaceutical manufacturing
company in Kansas City, Missouri.
Chapter 11 Petition Date: September 30, 2024
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 24-19611
Judge: Hon. John K Sherwood
Debtor's Counsel: David L. Bruck, Esq.
GREENBAUM, ROWE, SMITH & DAVIS LLP
99 Wood Avenue South
Iselin, NJ 08830
Tel: 732-549-5600
Email: dbruck@greenbaumlaw.com
Total Assets: $101,215,883
Total Liabilities: $63,288,191
The petition was signed by James Grainer as chief financial
officer.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/H6ECHEQ/Nostrum_Laboratories_Inc__njbke-24-19611__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Altro Pharmaceuticals LLC $184,492
425 Broadhollow Rd, Suite 315
Melville, NY 11747
2. ClarusOne $760,596
10-12 Russell Square House
London, UK WC1B 5EH
3. Commonwealth of PA $244,526
P.O. Box 780634
Philadelphia, PA 19178-0634
4. Dept. of Justice $1,989,500
c/o NYAG - 28 Liberty St
New York, NY 10005
5. Econdisc Contracting Solutions $391,492
25522 Network Place
Chicago, IL 60673
6. U.S. Food & Drug Admin. $4,330,753
12225 Elkins Ave
Rockville, MD 200852
7. Gwen Ryan Solutions, LLC $278,000
16226 Arrowhead Trail
Clermont, FL 34711
8. IPFS Corporation $316,316
1055 Broadway, 11th Fl
Kansas City, MO 64123
9. Jobs Ohio $250,000
41 South High St., Suite 1500
Columbus, OH 43215
10. Ohio MCO $206,730
P.O. Box 712110
Cincinnati, OH 45271-2100
11. Piney Scientific, LLC $192,281
421 N. Gladstone Blvd
Kansas City, MO 64123
12. PSL Consulting, LLC $180,000
579 SE Villandry Way
Port St. Lucie, FL 34984
13. TAK Properties, LLC $159,059
2600 Grand Blvd, Suite 700
Kansas City, MO 64108
14. Vintage Pharmaceuticals, LLC $970,000
One Ram Ridge Road
Chestnut Ridge, NY 10977
15. Walgreen Company $333,177
P.O. Box 65309
Dallas, TX 75265-3039
16. NY Medicaid Drug Rebate $191,637
P.O. Box 750634
Boston, MA 02241-2205
17. Mylan Pharmaceuticals Inc. $10,000,000
781 Chestnut Reidge Rd
Morgantown, West Virginia 26505
18. Archimica $2,041,777
Sede Legal e/REG Off
26900 Lodi, Italy
19. Niacet $249,991
400 47th Street
Niagara Falls, NY 14304
20. CA Dept of Health Care Service $174,101
P.O. Box 997415
Sacramento, CA 95899-7415
OCEANWIDE PLAZA: Hires Seeks to Hire Ordinary Course Professionals
------------------------------------------------------------------
Oceanwide Plaza LLC seeks approval from the U.S. Bankruptcy Court
for the Central District of California to retain professionals
utilized in the ordinary course of business.
These OCPs have provided legal, technical, accounting, consulting,
and/or other related services to the Debtors, upon which they rely
on to manage their day-to-day operations.
The Debtors seek to pay OCPs 100 percent of the fees and expenses
incurred.
The Debtors do not believe that any of the OCPs have an interest
materially adverse to them, their estates, creditors, or other
parties in interest in connection with the matter upon which they
are to be engaged.
The OCPs' include:
Bryan LeRoy, Esq.
Nixon Peabody LLP
300 South Grand Avenue, Suite 4100
Los Angeles, CA 90071-3151
Phone: (213) 629-6118
Cell: (310) 562-8058
Fax: (844) 384-9912
Email: bleroy@nixonpeabody.com
David Maoz, Esq.
Littler
2049 Century Park East, 5th Floor
Los Angeles, CA 90067-3107
Off. Dir.: (310) 772-7296
Cell: (310) 801-2971
Email: dmaoz@littler.com
About Oceanwide Plaza LLC
An involuntary bankruptcy petition against Oceanwide Plaza LLC in
Los Angeles CA, for Chapter 11 protection (Bankr. C.D. Cal. Case
No. 24-11057) on February 13, 2024.
Judge Deborah J Saltzman oversees the case.
Bryan Cave Leighton Paisner, LLP as counsel to the Debtor. Bradley
D. Sharp as chief restructuring officer. GlassRatner Advisory &
Capital Group LLC, dba B. Riley Advisory Services as financial
advisor and expert witness.
ONE EDGE MARINA: Seeks Chapter 11 Bankruptcy Protection
-------------------------------------------------------
ONE Edge Marina Finance Company LLC and its affiliates filed for
chapter 11 protection in the Eastern District of New York.
The Debtors collectively operate a waterfront facility located at
159 Bridge Park Drive in Brooklyn New York.
ONE15 Brooklyn Marina, LLC ("Marina") provides "wet" boat storage
for over 100 vessels and various other basic facilities and
services including superyacht amenities, luxury concierge services
to its customers. Marina also owns a fleet of its own boats which
are utilized by the Sail Club and its members.
ONE15 Sail Club, LLC ("Sail Club") is a membership-based
organization that provides usage of the Marina's fleet, sailing
classes and certification opportunities and racing.
ONE15 Restaurant LLC ("Restaurant") owns and operates Estuary at
One15 Brooklyn Marina which is a waterfront restaurant serving the
public with indoor and outdoor space.
The Debtors suffered cash flow shortages which caused them to fall
behind on rent and other critical expenses. When it became clear
that the Debtors would not be able to sustain their operations,
they turned their efforts to selling their assets to a new
operator. A number of parties expressed interest in moving forward
with a strategic transaction and extensive negotiations followed.
Unfortunately, several hurdles and complexities arose which delayed
the Debtors' ability to move forward with a transaction. During
that time the Debtors fell further behind in their rent.
The Debtors' facility and the leases that entitle them to occupy it
are extremely valuable. The Chapter 11 Cases were filed to
preserve and protect the Debtors assets and enable them to close on
a sale transaction that provides a meaningful recovery to the
Debtors' creditors and preserves the Debtors various businesses as
going concerns and the numerous jobs they provide.
According to court documents, ONE Edge reported 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 ONE Edge Marina Finance Company
ONE Edge Marina Finance Company LLC, et al., collectively operate a
waterfront facility located at 159 Bridge Park Drive in Brooklyn
New York.
ONE Edge Marina Finance Company and certain of its affiliates
sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
E.D.N.Y. Lead Case No. 24-44027) on Sept. 26, 2024. In the
petition filed by Estelle Lau, as CEO, the One Edge estimated
assets up to $50,000 and estimated liabilities between $1 million
and $10 million.
The Honorable Bankruptcy Judge Elizabeth S. Stong handles the
case.
The Debtors are represented by:
Erica Feynman Aisner, Esq.
Kirby Aisner & Curley LLP
159 Bridge Park Drive
Brooklyn, NY 11201
OPEN RANGE: Seeks to Hire DSB Financial Solutions as Accountant
---------------------------------------------------------------
Open Range Services Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Colorado to employ DSB Financial
Solutions, LLC as accountants.
DSB will assist the Debtor in keeping financial records, preparing
bankruptcy reports, and preparing his tax returns and tax related
documents and schedules.
DSB will charge a flat fee of $600 per month for its services.
DSB does not hold or represent any interest adverse to the Debtor
and the bankruptcy estate and is a "disinterested person" as that
term is defined in 11 U.S.C. Sec. 101(14), according to court
filings.
The firm can be reached through:
Darryl S Boyd CPA
DSB Financial Solutions, LLC
2986 W 29th St Unit 13
Greeley, CO 80631
Phone: (970) 330-9335
About Open Range Services Inc.
Open Range Services Inc. is a construction company that specializes
in heavy civil construction, commercial site development, public
infrastructure, underground utilities, oilfield services and
transportation logistics services. The Company offers manpower,
heavy equipment, material resources and expertise to construct
projects of any size and at any location across the Western United
States.
Open Range Services Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Col. Case No. 24-14377) on July 31,
2024. In the petition filed by Jason Gant, as president, the Debtor
reports total assets of $2,452,125 and total liabilities of
$10,323,840.
The Honorable Bankruptcy Judge Michael E. Romero oversees the
case.
The Debtor is represented by David V. Wadsworth, Esq. at Wadsworth
Garber Warner Conrardy, PC.
OPGEN INC: TG Investment Holds 7% Equity Stake
----------------------------------------------
TG Investment Ltd. disclosed in Schedule 13G Report filed with the
U.S. Securities and Exchange Commission that on August 23, 2024, it
purchased 263,961 shares of Opgen Inc. Series E Convertible
Preferred. On August 27, 2024, TG Investment converted the
Preferred Stock into 633,506 shares of Opgen Inc. Common Stock
representing 7% of the shares outstanding based on 8,989,002 shares
of Common Stock outstanding as of August 27, 2024, as provided by
OpGen's Transfer Agent.
A full-text copy of the TG Investment's SEC Report is available
at:
https://tinyurl.com/4vcnpth5
About OpGen
OpGen, Inc. (Rockville, Md., U.S.A.) -- www.opgen.com -- is a
precision medicine company harnessing the power of molecular
diagnostics and bioinformatics to help combat infectious disease.
The Company distributes molecular microbiology solutions that help
guide clinicians with more rapid and actionable information about
life-threatening infections to improve patient outcomes and
decrease the spread of infections caused by multidrug-resistant
microorganisms, or MDROs.
West Palm Beach, Florida-based Beckles & Co., Inc., the Company's
auditor since 2024, issued a "going concern" qualification in its
report dated June 3, 2024, citing that the Company has incurred
recurring losses from operations since inception and has stated
that substantial doubt exists about the Company's ability to
continue as a going concern.
For the years ended December 31, 2023 and 2022, OpGen had net
losses of $32.7 million and $37.3 million, respectively. As of June
30, 2024, Opgen had $2.87 million in total assets, $14.54 million
in total liabilities, and a total stockholders' deficit of $11.67
million.
OZOP ENERGY: Completes Restructuring of Ozop Engineering and Design
-------------------------------------------------------------------
Ozop Energy Solutions, Inc. announced the completion of a
restructuring of its subsidiary, Ozop Engineering and Design. This
restructuring not only expands the company's service offerings but
also refines its approach to revenue generation by integrating
enhanced support programs and rep agency partnerships.
Expanded Services and Pre-Site Support
Ozop Engineering and Design has broadened its services beyond
lighting controls commissioning to include pre-site visits, project
specification work, and other essential project support services.
These additional offerings ensure that clients can receive
full-service solutions, from project planning to execution, helping
streamline their efforts and optimize the performance of their
systems.
New Business Model: Rep Agencies as Sales Partners
To capitalize on these expanded offerings, Ozop has restructured
its business model to allow rep agencies to sell Ozop's
commissioning services. This model opens the door for partners like
Moxie Lighting LLC to sell Ozop's services and secure a commission,
creating a symbiotic relationship that drives growth for both Ozop
and its reps.
This shift not only provides a new revenue stream for Ozop but also
allows rep agencies to remonetize older clients by offering them
access to new service programs like Ozop Secure, providing
continued support and added value to their existing customer base.
Retooling and Enhancing Ozop Secure
As part of this restructuring, Ozop has also retooled its Ozop
Secure program to better serve its clients. By working closely with
partners and gathering critical feedback, the company has refined
the program to ensure it delivers the highest levels of ongoing
maintenance and support.
Ozop Secure now offers a tiered service structure, giving clients
the flexibility to choose the right level of support for their
needs. These packages—Platinum, Gold, Silver, and
Bronze—include a range of services such as quarterly scheduled
maintenance, remote diagnostics, and unlimited technical hotline
support.
* Platinum: Comprehensive support with 24-hour response times,
advanced remote diagnostics, and full system programming support.
* Gold: Mid-tier support including quarterly equipment
inspections and rapid response services.
* Silver: Basic coverage, ideal for facilities without
in-house engineers or those requiring flexible scheduling.
* Bronze: Hotline support for facilities that need occasional
assistance with system operations.
Through this retooling, Ozop Secure now enables rep agencies to
offer their clients valuable ongoing support, extending the
lifecycle of existing systems while providing them with new
monetization opportunities.
Strategic Partnership with Moxie Lighting LLC
Ozop has also signed a key agreement with Moxie Lighting LLC to
provide commissioning services. As part of this partnership, Ozop
recently completed training for a number of control lines offered
by Moxie, ensuring the company can fully support Moxie's projects
and provide top-tier commissioning services to their clients. This
is the first of a number of similar contracts with additional
controls companies.
Brian Conway, CEO of Ozop Energy Solutions, stated:
"Our recent restructuring is all about tightening our services and
creating real value for our partners and clients. By working
closely with our rep agencies, we've created new opportunities for
them to generate revenue while delivering critical services to
their clients. The retooled Ozop Secure program is a prime example
of this, offering a full range of support options designed with
their feedback in mind."
About Ozop Engineering and Design
Ozop Engineering and Design engineers' energy efficient, easy to
install and use, digital lighting controls solutions for commercial
buildings, campuses, and sports complexes throughout North America.
Products include relays panels, controllers, occupancy/vacancy
sensors, daylight sensors and wall switch stations. Ozop has a
dedicated design team that produces system drawings and a technical
support group for product questions and onsite system
commissioning. Our mission is to be recognized for our deep
understanding of power management systems and ability to provide
the right solution for each facility. www.ozopengineering.com
About Ozop Energy
Warwick, N.Y.-based Ozop Energy Solutions, Inc. operates in the
renewable, electric vehicle, energy storage, and energy resiliency
sectors. It is engaged in multiple business lines that include
project development as well as equipment distribution.
As of March 31, 2024, the Company had $3,339,761 in total assets,
$30,931,188 in total liabilities, and $27,591,427 in total
stockholders' deficit.
Going Concern
The Company cautioned in its Form 10-Q Report for the quarter ended
March 31, 2024, that there is substantial doubt about its ability
to continue as a going concern within the next 12 months. The
Company stated, "Currently, our capital and our other existing
resources will be sufficient to provide the working capital needed
for our current business; however, additional capital will be
required to meet our debt obligations and to further expand our
business. We may be unable to obtain the additional capital
required. If we are unable to generate capital or raise additional
funds when required, it will have a negative impact on our business
development and financial results. These conditions raise
substantial doubt about our ability to continue as a going concern
as well as our recurring losses from operations, deficit in equity,
and the need to raise additional capital to fund operations. This
'going concern' could impair our ability to finance our operations
through the sale of debt or equity securities."
PARRAMORE CITY TOWERS: Seeks Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Parramore City Towers LLC filed for chapter 11 protection in the
Middle District of Florida. According to court documents, the
Debtor reports between $500,000 and $1 million in debt owed to 1
and 49 creditors. The petition states funds will not be available
to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
October 28, 2024 at 11:00 a.m. in Room Telephonically.
About Parramore City Towers LLC
Parramore City Towers LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-05167) on Sept.
25, 2024. In the petition filed by Robert J. Kelly, as manager,
the Debtor estimated assets between $100,000 and $500,000 and
estimated liabilities between $500,000 and $1 million.
The Honorable Bankruptcy Judge Grace E. Robson oversees the case.
The Debtor is represented by:
Eric A Lanigan, Esq.
Lanigan & Lanigan, PL
333 S. Garland Ave.
Fl 13, Suite 11
Orlando, FL 32801
PERATON HOLDING: Fitch Alters Outlook on 'B' IDR to Negative
------------------------------------------------------------
Fitch Ratings has affirmed Peraton Holding Corp. (Peraton), Peraton
Corp. and Peraton Inc's Issuer Default Ratings (IDRs) at 'B' and
its first lien credit facility at 'BB-'/'RR2' and second lien loans
at 'CCC+'/'RR6'. Fitch has also affirmed Perspecta Enterprise
Solutions LLC's senior unsecured notes at 'BBB+'. Fitch has revised
the Rating Outlook to Negative from Stable.
The Negative Outlook reflects the impact of lower than previously
expected earnings on Peraton's leverage, which has delayed Fitch's
deleveraging expectations. Fitch currently forecasts EBITDA
interest coverage reaching high-1x and EBITDA leverage approaching
7x (mid-6x on a net basis) by year-end 2026.
Fitch could revise the Outlook back to Stable if the company
successfully executes on its strategy to grow revenues, improve
margins, and manage gross debt balances within the next 18-24
months. Failure to do so could lead to a one-notch downgrade. Fitch
will monitor the new management team's ability to progressively
de-risk the profitability and cash flow outlook supporting its
deleveraging expectations.
Key Rating Drivers
Growth, Margins Provide Deleveraging Path: Fitch expects EBITDA
leverage will remain above Peraton's negative sensitivity over the
next 18-24 months, but forecasts gradual improvement towards 7.0x
(around 6.5x net) over the forecast horizon. This would indicate
deleveraging capacity in line with 'B' tolerances.
Management aims to enhance EBITDA margins by shifting the business
mix toward enterprise and mission-focused IT, higher-margin
opportunities. Implementation of cost reduction and risk management
measures, as well as the progressive transition of less profitable
contracts from the start-up phase to higher-margin maintenance and
modernization phases, could also support margin improvement. Risks
to deleveraging include potential changes to the company's
financial policy or management strategy, increased competition,
additional debt-funded M&A activity beyond small bolt-on
transactions, or unforeseen margin pressures on fixed-price
contracts.
Recent Margin, FCF Pressure: Peraton's ratings are supported by the
company's leading market position as a government technology
solutions provider and its improving margin profile. However,
contracts in a start-up transformation phase, recompetition and
competitive factors, along with inflationary pressures, have
affected margins and led to weaker profitability metrics than
previously forecast. Fitch expects the company will produce EBITDA
margins in the low-to-mid-teen percentages. Fitch also expects FCF
to be modestly negative to neutral in 2024, with FCF margins
approaching the low to mid-single digit range over the rating
horizon. High interest rates have also weighed on the company's
FCF, but a reduction in interest rates could assist in FCF
improvement.
Variable Structure, Cash Support Financial Flexibility: Peraton has
an asset-light operating model with minimal capex and working
capital requirements. In addition to supporting margins, this
should allow the company to manage most potential downturns or
disruptions compared with similarly rated companies. Fitch also
recognizes Peraton tends to hold considerable cash balances, has a
$500 million undrawn revolver, and has entered into swaps to fix
approximately 60% of its debt, which enhances financial flexibility
and provides cushion as the company navigates margin pressure and
higher leverage levels.
Technology Focus Supports Growth: Peraton's technology focus and
highly diversified product portfolio and the increased importance
of government spending on cybersecurity support Fitch's forecast
that the company will achieve annual low to mid-single-digit
organic revenue growth over the next few years. Peraton is almost
entirely a services-based company with technology focused offerings
across the broad spectrum of IT services and cybersecurity.
The company's key focus areas include intelligence; space systems
and protection; hypersonics; defensive cyber threat operations;
military command, control, communications, computers, cyber,
intelligence, surveillance and reconnaissance (C5ISR); homeland
security; and health services. Fitch believes these will align well
with the U.S. Defense Department's top objectives over the forecast
horizon, while increased spending on health services technology is
also likely.
Product, Market Provide Stability and Visibility: Fitch considers
many of Peraton's offerings critical and less susceptible to
economic downturns than many peers' due to the company's higher-end
capabilities. The stability of the business profile is also
supported by the company's strong backlog of $21 billion, which has
grown significantly since the 2021 combination and represents
approximately 3 years of revenue, as well as its robust proposal
pipeline. Additionally, Peraton does not have a material batch of
contracts up for review over the next year, which Fitch believes
helps mitigate the risk of a potential near-term stress scenario of
increased competition or contract loss.
Peraton has overall contract renewal rates greater than 85%, with a
relatively low likelihood of material cancellations due to the
importance of the company's services. Its meaningful exposure to
classified programs further reduces the risk of cancellations.
Increased Competition: Fitch believes competition is moderate to
high across Peraton's various industries. However, the company's
diversification and wide range of capabilities provide an advantage
when bidding on projects and put it in a solid position to win new
business. Following the 2021 transactions, the company became one
of the largest independent government IT and services providers.
This increased scale is generally more in line with higher-rated
entities and could provide some advantage over smaller peers.
Derivation Summary
Peraton's rating is derived through the balance of its relatively
higher leverage for the rating level against steady and highly
visible growth and profitability. Fitch heavily weighs these
factors when assigning the rating.
Leverage is higher than similarly rated companies, as well as
like-sized and modestly larger peers such as Amentum Holdings, Inc.
(BB+/Stable), Leidos Holdings, Inc. (not rated) and Science
Applications International Corp (not rated), which Fitch expects
would be rated multiple notches higher than Peraton. However,
Peraton has higher EBITDA margins, similar cash flow margins and
similar financial flexibility as peers, despite the higher
leverage.
Key Assumptions
- Mid-single-digit annual organic revenue growth over the next few
years, supported by the company's high renewal rate, likely
step-ups within certain contracts, and Peraton competing in high
priority areas of government spending such as space, cybersecurity
and C5ISR;
- Low-to-mid double-digit EBITDA margins throughout the forecasts;
- Minimal working capital cash requirements and capex over the
forecast period;
- No material M&A transactions, but a level of non-core
divestitures and bolt-on acquisitions considered.
- No material dividends to sponsor over the next few years.
Recovery Analysis
The recovery analysis assumes that Peraton would be considered a
going concern in bankruptcy and that the company would be
reorganized rather than liquidated. A 10% administrative claim is
assumed in the recovery analysis.
Fitch assumes Peraton will receive a going-concern recovery
multiple of 7.0x EBITDA under this scenario. Fitch considers this
multiple to be in the middle-to-high range of recovery multiples
assigned to companies in the aerospace & defense sector.
Fitch considered the company's flexible operating structure, stable
margins, revenue visibility, and strong product offerings. Fitch
also weighted the company's contract diversification and key focus
areas, which align well with long-term U.S. Department of Defense
and broader U.S. government initiatives. Each of these factors
supports a medium to high recovery multiple.
Fitch assumes $900 million as the going concern EBITDA, which is
supported by strong backlog and high contract renewal rates
following acquisitions.
Fitch's EBITDA assumption is derived from a hypothetical bankruptcy
that could result from either reputational damage from poor
execution or significant shift in industry dynamics or competition,
which would each result in a material loss of revenue and
deterioration of underlying operations. This decline would be
similar to a scenario whereby the company were to lose a
significant portion of its recompete contracts over the next couple
of years. Most of the bankruptcies in the aerospace & defense
sector observed by Fitch in recent bankruptcy case studies were
small in scale, had less diversified product lines or customer
bases than average, or were operating with highly leveraged capital
structures.
Fitch generally assumes a fully drawn first-lien revolver in its
recovery analyses. Fitch also assumes the second-lien term loan
holders would receive a concession payment from the first-lien debt
holders under a bankruptcy scenario. This is supported by the
significant portion of second-lien debt, which is in excess of 25%
of total debt.
The Recovery Rating analysis results in a 'BB-'/'RR2' recovery for
the first-lien debt and 'CCC+'/'RR6' recovery for the second-lien
term loan.
The Perspecta Enterprise Solutions notes are excluded from the
recovery waterfall due to the irrevocable guarantee for any
principal and interest from HP Inc., which is rated 'BBB+'.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to an
Outlook Revision to Stable
- EBITDA leverage below 7.0x and EBITDA interest coverage above
1.7x;
- Maintenance of financial flexibility, including full availability
of the credit facility;
- Demonstrated ability to maintain or grow backlog by winning
upcoming new and recompete contracts.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA leverage sustained above 7.0x beyond 2026;
- EBITDA interest coverage sustained around or below 1.7x;
- Reduced financial flexibility, including negative FCF profile or
reduction in credit facility availability below 75%;
- Change in capital deployment strategy to fund significant
shareholder actions instead of reducing leverage;
- Backlog deterioration due to inability to secure new contracts,
or material losses of contracts or recompetes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- EBITDA leverage sustained below 6.0x;
- EBITDA interest coverage sustained above 2.25x;
- Demonstrated ability to maintain or grow backlog by winning
upcoming new and recompete contracts.
Liquidity and Debt Structure
Adequate Liquidity: Fitch considers Peraton's liquidity profile to
be adequate to support the company's operational and financial
obligations. The company's mandatory debt amortization is minimal,
and working capital and capex requirements are low. The company's
debt structure predominantly consists of a first-lien revolver
maturing in 2026, first-lien debt maturing in 2028 and second-lien
term loan maturing in 2029.
In addition to this structure, approximately $66 million in
principal is outstanding from legacy Perspecta Enterprise Solutions
LLC's 7.45% notes due 2029. The notes bear a guarantee of any
principal and interest by HP Inc. (BBB+/Stable) as successor to
Hewlett-Packard Company, which provided an irrevocable guarantee in
2008 upon its acquisition of Electronic Data Systems, LLC.
Issuer Profile
Peraton Holding Corp. and its subsidiaries provide highly
differentiated space, intelligence, cyber, defense, homeland
security, and communications solutions, and is a partner on
missions that are critical to the security priorities of the U.S.
REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING
Public Ratings with Credit Linkage to other ratings
Perspecta Enterprise Solutions LLC's notes benefit from an
irrevocable guarantee for any principal and interest from HP Inc.
(BBB+/Stable).
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
----------- ------ -------- -----
Perspecta Enterprise
Solutions LLC
senior unsecured LT BBB+ Affirmed BBB+
Peraton Inc. LT IDR B Affirmed B
Peraton Corporation LT IDR B Affirmed B
senior secured LT BB- Affirmed RR2 BB-
Senior Secured
2nd Lien LT CCC+ Affirmed RR6 CCC+
Peraton Holding
Corp. LT IDR B Affirmed B
PERSPECTIVES INC: Updates Several Secured Claims Pay Details
------------------------------------------------------------
Perspectives, Inc., submitted a Second Amended Plan of Liquidation
dated August 26, 2024.
This Plan under chapter 11 of the Bankruptcy Code proposes to pay
creditors of the Debtor from cash flow generated from the
liquidation of the Debtor's assets.
On the Effective Date, except as otherwise designated in this Plan,
all of the Debtor's assets shall become part of the Liquidating
Fund. The Liquidating Agent shall continue to operate the Debtor's
business while the Liquidating Agent sells the Debtor's real and
personal property. The Plan provides for the payment of all Allowed
administrative and priority claims. The Plan further provides for
the payment of all Allowed secured claims up to the value of the
respective collateral. The Debtor projects sufficient excess sale
proceeds to also pay all Allowed unsecured claims in full.
On August 21, 2024, the Debtor executed a purchase and sale
agreement to sell the Family Center to a buyer in the amount of
$2,300,000, subject to approval by the Court. The sale is scheduled
to close no later than 90 days after entry of an order approving
the sale. If the sale is not approved or if the buyer fails to
close the sale for any reason, the Liquidating Agent shall continue
to market the Family Center and ultimately liquidate the Family
Center at the highest and best price achievable in the Liquidating
Agent's business judgment. When the sale of the Family Center
closes, the Liquidating Agent shall use the net proceeds to pay the
full balance of the Allowed Class 1-A claim.
Class 1-F consists of the secured claim of Bremer, pursuant to a
certain loan agreement in the aggregate principal amount of
$500,000, which is secured by a blanket security interest in
substantially all of the Debtor's personal property. As of the
Petition Date, the Debtor estimates the total amount owed to Bremer
was approximately $507,375.59.
On August 21, 2024, the Debtor executed a purchase and sale
agreement to sell the Family Center to a buyer in the amount of
$2,300,000, subject to approval by the Court. The sale is scheduled
to close no later than 90 days after entry of an order approving
the sale. If the sale is not approved or if the buyer fails to
close the sale for any reason, the Liquidating Agent shall continue
to market the Family Center and ultimately liquidate the Family
Center at the highest and best price achievable in the Liquidating
Agent's business judgment. Pursuant to the terms of the proposed
sale, the Debtor's personal property located in the Family Center
is included in the sale and the sale of the personal property shall
be free and clear of Bremer's liens. When the sale of the Family
Center closes, the Liquidating Agent shall pay $10,000 to the
holder of the Allowed Class 1-F claim in full satisfaction of the
lien on the personal property contained in the Family Center.
Class 1-K consists of the claim of the IRS in the amount of
$1,212,208.15. The IRS alleges that $1,204,541.96 is secured by all
assets of the Debtor, including the Family Center and the Apartment
Properties, through a federal tax lien. However, the Debtor alleges
that the IRS only registered a tax lien against the Family Center,
in the amount of $295,336.61, and did not register any other tax
liens against the Family Center or the Apartment Properties. The
Debtor disputes that the IRS holds a secured claim in any amount
over $295,336.61.
On August 21, 2024, the Debtor executed a purchase and sale
agreement to sell the Family Center to a buyer in the amount of
$2,300,000, subject to approval by the Court. The sale is scheduled
to close no later than 90 days after entry of an order approving
the sale. If the sale is not approved or if the buyer fails to
close the sale for any reason, the Liquidating Agent shall continue
to market the Family Center and ultimately liquidate the Family
Center at the highest and best price achievable in the Liquidating
Agent's business judgment. When the sale of the Family Center
closes, the Liquidating Agent shall pay $295,336.61 to the holder
of the Allowed Class 1-K claim and, to the extent the IRS holds
additional valid and perfected liens in the Family Center, such
liens shall attach to any remaining proceeds from the sale of the
Family Center.
Like in the prior iteration of the Plan, each holder of an Allowed
general unsecured claim shall receive a pro rata distribution from
the Liquidating Fund after the payment of all Allowed
Administrative Expenses, Allowed priority claims, statutory fees,
Allowed Class 1 secured claims, and all costs and expenses of the
Liquidating Fund.
On the Effective Date, except as otherwise designated in this Plan,
all of the Debtor's assets shall become part of the Liquidating
Fund, which shall be used for the administrative costs of
administrating the Plan and for payments to holders of Allowed
claims in accordance with the terms of this Plan under the
direction of the Liquidating Agent. The transfer of assets and
rights to the Liquidating Fund shall not be construed to destroy or
limit any such assets or rights or be construed as a waiver of any
right, and such rights may be asserted by the Liquidating Fund as
if the asset or right was still held by the Debtor. As an integral
part of implementation of the Plan, the Liquidating Agent shall
sell or otherwise liquidate or abandon all remaining assets to fund
administration of the Liquidating Fund for the benefit of the
holders of Allowed claims.
A full-text copy of the Second Amended Liquidating Plan dated
August 26, 2024 is available at https://urlcurt.com/u?l=k9tU5E from
PacerMonitor.com at no charge.
The Debtor's Counsel:
Steven R. Kinsella, Esq.
FREDRIKSON & BYRON, P.A.
60 South 6th Street, Suite 1500
Minneapolis, MN 55402
Tel: 612-492-7000
Email: skinsella@fredlaw.com
About Perspectives Inc.
Perspectives, Inc., is a human service program that addresses
society's most pressing issues: equity, diversity, inclusion,
homelessness, poverty, addiction, mental illness, food security,
and lack of access to life-changing opportunities for
disenfranchised women and children. It is based in St. Louis Park,
Minn.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Minn. Case No. 24-40832) on March 28,
2024, with $1 million to $10 million in both assets and
liabilities. Steven Nosek serves as Subchapter V trustee.
Judge Katherine A. Constantine presides over the case.
Steven R. Kinsella, Esq., at Fredrikson & Byron, P.A., is the
Debtor's legal counsel.
POET TECHNOLOGIES: Closes US$15 Million Private Placement
---------------------------------------------------------
POET Technologies Inc. has completed a non-brokered private
placement with a single institutional investor pursuant to which
the Corporation issued 4,000,000 common shares and an accompanying
warrant exercisable for an aggregate of up to 2,000,000 Common
Shares at an exercise price of $5.00 (or approximately C$6.78) per
Common Share for aggregate gross proceeds of US$15,000,000. The
combined price of one Common Share and accompanying Warrant in
respect of one-half Common Share was US$3.75 (or approximately
C$5.09). Subject to the terms of the Warrant, the Warrant is
exercisable, in whole or in part, for a period of five years from
the date of issuance.
The Corporation intends to use the net proceeds of the Offering for
working capital and general corporate purposes. No commission or
finder's fee was paid by the Corporation and no underwriter or
sales agent was engaged by the Corporation in connection with the
Offering.
All Common Shares and the accompanying Warrant issued under the
Offering were distributed to a purchaser located outside of Canada
in reliance on OSC Rule 72-503 – Distributions Outside of Canada
and, accordingly, all Common Shares, the accompanying Warrant and
all Warrant Shares issued under the Offering are not subject to a
Canadian statutory hold period in accordance with applicable
Canadian securities laws. The Offering remains subject to the final
acceptance of the TSX Venture Exchange.
About POET Technologies Inc.
POET Technologies Inc. -- www.poet-technologies.com -- is a design
and development company offering high-speed optical modules,
optical engines, and light source products to the artificial
intelligence systems market and hyperscale data centers. POET's
photonic integration solutions are based on the POET Optical
Interposer, a novel, patented platform that allows the seamless
integration of electronic and photonic devices into a single chip
using advanced wafer-level semiconductor manufacturing techniques.
POET's Optical Interposer-based products are lower cost, consume
less power than comparable products, are smaller in size, and are
readily scalable to high production volumes. In addition to
providing high-speed (800G, 1.6T, and above) optical engines and
optical modules for AI clusters and hyperscale data centers, POET
has designed and produced novel light source products for
chip-to-chip data communication within and between AI servers, the
next frontier for solving bandwidth and latency problems in AI
systems. POET's Optical Interposer platform also solves device
integration challenges in 5G networks, machine-to-machine
communication, self-contained "Edge" computing applications, and
sensing applications, such as LIDAR systems for autonomous
vehicles. POET is headquartered in Toronto, Canada, with operations
in Allentown, PA, Shenzhen, China, and Singapore.
Hartford, Conn.-based Marcum LLP, the Company's auditor since 2009,
issued a "going concern" qualification in its report dated March
15, 2024, citing that the Company has incurred significant losses
over the past few years and needs to raise additional funds to meet
its future obligations and sustain its operations. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
POGO ENERGY: Unsecureds Will Get 63% of Claims in Subchapter V Plan
-------------------------------------------------------------------
Pogo Energy, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Texas a Subchapter V Plan of Reorganization
dated August 26, 2024.
The Debtor was founded in 2017 as a retail energy provider ("REP")
in the deregulated Texas energy market to serve customers on a
prepaid (or "pay as you go") model that does not require customers
to pay a deposit or submit to a credit check.
In order to finance the purchase energy for its customers, the
Debtor has traditionally required a credit facility. In June 2022,
the Debtor and V3 entered into the LESA, whereby V3 would provide
the Debtor with credit for energy purchases, as well as some
operational capital, in exchange for a first priority security
interest in the Debtor's assets.
However, the relationship between the Debtor and V3 broke down: the
Debtor alleged that V3 had failed to execute certain trade requests
from the Debtor, affecting the Debtor's ability to hedge properly
and comply with its risk management policy as required under the
LESA, whereas V3 alleged certain other defaults by the Debtor under
the LESA. The parties ultimately agreed to amend the LESA to
terminate it early on May 31, 2024. To avoid a mass transition of
its customers upon the termination of the LESA, the Debtor
voluntarily filed the Chapter 11 Case on the Petition Date, May 30,
2024.
The Debtor's liabilities (including contingent liabilities) include
(a) approximately $3,692,500.00 (secured) owed to V3 under the
LESA, of which $1,400,000.00 is undisputed, and $2,292,500.00 is
subject to dispute; (b) approximately $122,000 (unsecured) in sales
taxes owed to the Comptroller of the State of Texas; (c)
approximately $750,000.00 of contingent liability owed to JP Morgan
Chase Bank on account of a letter of credit reimbursement
obligation, (d) approximately $400,000.00 in contingent liability
to ERCOT that has been placed by the Debtor as collateral pursuant
to protocols under the SFA between the Debtor and ERCOT; (e)
approximately $60.35 in Secured Tax Claims owed to Dallas County,
and (f) approximately $1,492,200.00 owed to General Unsecured
Creditors.
In addition, the Debtor's books and records indicate unsecured
obligations in the amount of $4,771,980.00 on account of loans made
by Phillip Terry, the Debtor's CEO. Finally, as of the Effective
Date, the Debtor will have certain administrative liabilities,
including professional fees. accrued in this Case to the extent
they remain unpaid.
Class 7 consists of General Unsecured Claims. Holders of Allowed
General Unsecured Claims will receive cash in an amount to pay 63%
of their Allowed Claims, without interest, in two installments to
be distributed Pro Rata to holders of General Unsecured Claims, the
first installment of approximately $56,902.00 to be paid not later
than December 31, 2028, and the second installment of approximately
$880,200.00 to be paid not later than December 31, 2029. Class 7 is
Impaired.
Class 9 consists of Equity Interest Holders. Holders of Interests
in the Debtor shall retain 100% of their Interests. Class 9 is
Unimpaired.
The Debtor's Projected Disposable Income is sufficient to pay all
Allowed Claims in full in not less than five years. The Cure Claims
of the TDUs will be paid in full in not less than six months, with
the first of two installments to be paid on the Effective Date, or
as soon as practicable thereafter. The Debtor will continue meeting
its contractual obligations to ERCOT and JPMorgan Chase under the
respective agreements between the Debtor and those parties.
A full-text copy of the Subchapter V Plan dated August 26, 2024 is
available at https://urlcurt.com/u?l=SfvnBk from PacerMonitor.com
at no charge.
Counsel to the Debtor:
Rachel L. Smiley, Esq.
Ekaterina G. Long, Esq.
Luc J. Whyte, Esq.
Ferguson Braswell Fraser Kubasta P.C.
2500 Dallas Parkway, Suite 600
Plano, TX 75093
Tel: (972) 378-9111
Email: rsmiley@fbfk.law
About Pogo Energy
Pogo Energy, LLC, is a retail electricity provider located in
Dallas, Texas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-31524) on May 30,
2024. In the petition signed by Phillip Terry, as CEO and managing
member, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Michelle V. Larson oversees the case.
Rachael L. Smiley, Esq., at FERGUSON BRASWELL FRASER KUBASTA PC,
represents the Debtor as legal counsel.
POWER REIT: Restates Q2 Financials Due to Error
-----------------------------------------------
Power REIT disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that the Trust determined that
its unaudited consolidated Balance Sheets in its previously issued
financial statements contained in its Quarterly Report on Form 10-Q
for the quarter ended June 30, 2024 should be restated due to an
error in the classification of its Series A 7.75% Cumulative
Redeemable Perpetual Preferred Stock Par Value $25.00.
After consulting with MaloneBailey LLP, the Trust's independent
registered public accounting firm, Management and the Audit
Committee concluded that the Quarterly Report on Form 10-Q for the
quarter ended June 30, 2024 should no longer be relied upon due to
the error identified. The error in the unaudited Balance Sheet will
be corrected in restated financial statements by filing an amended
Quarterly Report on Form 10-Q contemporaneous with the filing of
this Current Report on Form 8-K.
The Preferred Shares in question were previously classified as
mezzanine equity based on an incorrect interpretation of the
accounting guidance. However, upon further analysis, the Trust
concluded that the Preferred Shares meet the criteria for
classification as equity under the applicable accounting
standards.
As previously disclosed in a Current Report on Form 8-K filed on
September 3, 2024, the Trust received a letter from the NYSE
American regarding a lack of compliance with listing requirements.
Specifically, since the Trust had incurred losses in two out of the
last three years, it is required to have total equity of greater
than $2 million. As part of evaluating a plan to comply with the
NYSE American listing requirements, the Trust embarked on analysis
of the accounting treatment for its Preferred Shares which
historically were classified as Mezzanine Equity. Based on its
review, the Trust determined that the Preferred Shares should be
treated as Equity. The Trust retained a qualified third-party
consultant to assist with its analysis of the accounting treatment
for the Preferred Shares. Ultimately, the Trust concluded that it
has incorrectly classified the Preferred Shares on its balance
sheet and that they should be treated as Equity (not mezzanine
equity) and the financial statements should be re-stated
accordingly. The restatement increases the Trust's Total Equity on
its consolidated Balance Sheet to approximately $10 million which
is above the threshold required for NYSE American compliance as of
June 30, 2024.
The change in accounting treatment is non-cash in nature, and does
not affect revenue, gross margin, net income or income per share or
the presentation of its non-GAAP metrics, including Funds from
Operations. The change did not result from a change in published
accounting guidance during the relevant time period or override of
controls or misconduct, nor has the Audit Committee or Board of
Trustees been informed of any issues related to an override of
controls or misconduct.
The only changes to the financial statements contained in the
original Form 10-Q are:
- Reclassification of the Preferred Shares on the Consolidated
Balance Sheet to Equity
- Elimination of the accrual of undeclared dividends for the
Preferred Shares consistent with treatment of the Preferred Shares
as Equity (previously accrued as an increase to the carrying value
of the Preferred Shares on the Balance Sheet)
- An Updated Consolidated Statement of Changes in Shareholders
Equity to include the Preferred Shares
- Removal of dividends from the supplemental disclosure
contained in the Consolidated Statement of Cash Flows
The Form 10-Q-A discloses that the Trust did not have effective
internal controls over financial reporting as of June 30, 2024 due
to a material weakness in the Trust's design and operation of
effective internal controls over the accounting for the treatment
of complex transactions. The original Form 10-Q did not contain any
material weakness or a reference to ineffective Disclosure Control
and Procedures.
About Power REIT
Old Bethpage, N.Y.-based Power REIT is a Maryland-domiciled,
internally-managed real estate investment trust that owns a
portfolio of real estate assets related to transportation, energy
infrastructure, and Controlled Environment Agriculture in the
United States.
As of June 30, 2024, Power REIT had $49,789,487 in total assets,
$39,834,459 in total liabilities, $9,632,402 of Series A 7.75%
cumulative redeemable perpetual preferred stock, and $322,626 in
total stockholders' equity.
Going Concern
The Company cautioned in a Form 10-Q Report for the quarterly
period ended March 31, 2024, that there is substantial doubt as to
its ability to continue as a going concern as a result of current
liabilities that far exceed current assets, net losses incurred,
expected reduced revenue, and increased property expenses related
to the greenhouse portfolio. The Greenhouse Loan is in default and
the subject of litigation. Power REIT continues to try to work with
the lender to establish a path forward. However, the Greenhouse
Loan is non-recourse to Power REIT, which means that in the event
it cannot resolve issues with the lender and they foreclose on the
properties, Power REIT should be able to continue as a going
concern, albeit with a smaller portfolio of assets. In addition, it
is possible the Greenhouse Loan will lead to distressed sales,
including possibly through foreclosures, which would have a
negative impact on its prospects. A forbearance agreement with the
lender for the Greenhouse Loan was effective on May 10, 2024, which
provides additional time to retire the loan. The expiration date of
the forbearance agreement is September 30, 2024. "There can be no
assurance that our efforts to sell, re-lease, or recapitalize the
assets secured by the Greenhouse Loan will ultimately retire the
loan per the requirements of the forbearance agreement," the Trust
said.
PUERTO RICO: PREPA Creditors Ask Court Okay for Bond Claims Suit
----------------------------------------------------------------
Rick Archer of Law360 reports that the representatives of the
Puerto Rico Electric Power Authority's unsecured creditors are
asking a New York federal judge to allow them to contest what they
say is the wrongful lumping of $8.4 billion in bondholder claims
with their own claims against the utility.
About Puerto Rico
Puerto Rico is a self-governing commonwealth in association with
the United States. The chief of state is the President of the
United States of America. The head of government is an elected
Governor. There are two legislative chambers: the House of
Representatives, 51 seats, and the Senate, 27 seats.
In 2016, the U.S. Congress passed PROMESA, which, among other
things, created the Financial Oversight and Management Board and
imposed an automatic stay on creditor lawsuits against the
government, which expired May 1, 2017.
The members of the oversight board are: (i) Andrew G. Biggs, (ii)
Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J.
Gonzalez, (v) Jose R. Gonzalez, (vi) Ana. J. Matosantos, and (vii)
David A. Skeel Jr.
On May 3, 2017, the Commonwealth of Puerto Rico filed a petition
for relief under Title III of the Puerto Rico Oversight,
Management, and Economic Stability Act ("PROMESA"). The case is
pending in the United States District Court for the District of
Puerto Rico under case number 17-cv-01578. A copy of Puerto Rico's
PROMESA petition is available at
http://bankrupt.com/misc/17-01578-00001.pdf
On May 5, 2017, the Puerto Rico Sales Tax Financing Corporation
(COFINA) commenced a case under Title III of PROMESA (D.P.R. Case
No. 17-01599). Joint administration has been sought for the Title
III cases.
On May 21, 2017, two more agencies -- Employees Retirement System
of the Government of the Commonwealth of Puerto Rico and Puerto
Rico Highways and Transportation Authority (Case Nos. 17-01685 and
17-01686) -- commenced Title III cases.
U.S. Chief Justice John Roberts named U.S. District Judge Laura
Taylor Swain to preside over the Title III cases.
The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.
Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose LLP; and Hermann D. Bauer, Esq.,
at O'Neill & Borges LLC are onboard as attorneys.
Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains the case Website https://cases.primeclerk.com/puertorico
Jones Day is serving as counsel to certain ERS bondholders.
Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General
Obligation Bondholders.
QHSLAB INC: Secures $297K Grant From Global Consumer Health Leader
------------------------------------------------------------------
QHSLab, Inc. announced a significant grant sponsorship from a
Global Leader in Consumer Health. This $297,360 grant will fund a
pivotal study titled "Harnessing Digital Medicine Tools for
Improving Allergic Rhinitis Control in the Primary Care Setting:
Optimizing Management and Outcomes via Technology." The initiative
is part of a broader effort to integrate advanced digital medicine
tools into primary care, with the goal of improving the management
of allergic rhinitis (AR) and supporting patients with
evidence-based self-care.
The collaborative agreement between QHSLab and the Global Leader in
Consumer Health reflects a shared commitment to leveraging
cutting-edge technology to enhance patient self-care. This
partnership aligns with the sponsor's strategic focus on utilizing
innovation and scientific expertise to meet unmet healthcare needs,
ensuring that the latest advancements in digital health reach both
patients and healthcare providers.
"We are honored to receive this supportive grant from a Global
Leader in Consumer Health, a company that shares our dedication to
utilizing digital health technologies to make a measurable
difference in patient outcomes," said Troy Grogan, CEO of QHSLab.
"This collaboration empowers us to further validate our digital
tools in real-world clinical settings, equipping healthcare
providers with the resources they need to deliver personalized,
evidence-based treatments for allergic rhinitis. We anticipate our
research will underscore the transformative potential of digital
medicine in primary care, ultimately benefiting countless
patients."
Under the scientific leadership of Marcos Sanchez-Gonzalez, MD,
PhD, Principal Investigator, the study will explore the
effectiveness of QHSLab's Allergy Management Evaluation (AME) and
Allergic Rhinitis Intervention Steps (ARIS) tools. "Allergic
rhinitis remains a prevalent yet underdiagnosed condition," said
Dr. Sanchez-Gonzalez. "By seamlessly integrating digital tools into
routine care, we aim to provide both patients and healthcare
providers with enhanced information and management strategies. This
research is designed not only to improve symptom control but also
to enhance patients' quality of life, satisfaction, and reduce
overall healthcare costs."
QHSLab's digital platform, including tools such as AME and ARIS, is
engineered to provide healthcare providers comprehensive data on
patient symptoms, treatment adherence, and overall health. The
platform's AI-driven algorithms and intuitive interface ensure that
patients receive timely, personalized care recommendations,
promoting more effective management of their conditions. This study
will play a key role in demonstrating the clinical and economic
benefits of these tools, paving the way for their wider adoption
across healthcare systems.
Additionally, QHSLab is proud to announce that the study titled
Harnessing Digital Medicine to Improve Allergic Rhinitis Management
in Primary Care (DMAR), Protocol Record QHSLab 002-24, has been
officially registered NCT06603935 and publicly available at
ClinicalTrials.gov.
About QHSLab, Inc.
Beach, Fla.-based QHSLab, Inc. is a medical device technology and
software-as-a-service company focused on enabling primary care
physicians to increase their revenues by providing them with
relevant, value-based tools to evaluate and treat chronic disease
as well as provide preventive care through reimbursable
procedures.
Going Concern
The Company cautioned in its Form 10-Q Report for the quarter ended
March 31, 2024, that there is substantial doubt about its ability
to continue as a going concern. The Company has incurred losses
since inception, is highly leveraged, and has only recently begun
to generate cash from operations. The Company generated net loss of
$468,362 for the year ended December 31, 2023, and is currently in
default of its obligations under its OID Notes and the note
incurred to acquire assets related to its AllergiEnd products.
These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern for a reasonable
period of time.
QURATE RETAIL: Inks Call Agreement With Exec Chair Gregory Maffei
-----------------------------------------------------------------
Qurate Retail, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that the Company entered
into a call agreement with Gregory B. Maffei, executive Chairman
and a member of the Board of Directors of the Company, pursuant to
which Mr. Maffei granted to the Company the right to purchase all
shares of High Vote Stock owned by Mr. Maffei and certain
successors and permitted transferees upon Mr. Maffei's death. If
that right is exercised, the Company may acquire the High Vote
Stock at a price equal to the market price of the Low Vote Stock
into which such High Vote Stock is convertible, plus a 10% premium.
The Company also has a right of first refusal to purchase High Vote
Stock that a member of the Maffei Group may propose to sell to a
third party, at a purchase price equal to the lesser of:
(i) the price offered by the third party and
(ii) the market price of the Low Vote Stock into which such
High Vote Stock is convertible, plus a 10% premium.
In either case, if the Company exercises its right to purchase the
High Vote Stock of the applicable member of the Maffei Group, such
member of the Maffei Group can elect to receive from the Company
the purchase price for such High Vote Stock in cash, shares of Low
Vote Stock or a combination thereof. The Call Agreement also
prohibits any member of the Maffei Group from disposing of High
Vote Stock, except for certain exempt transfers (such as transfers
to specified related parties, the conversion of any High Vote Stock
to Low Vote Stock on a one-for-one basis or certain dispositions to
satisfy withholding obligations in connection with the exercise of
stock options) and except if the Company fails to exercise its
right of first refusal in connection with a proposed sale of High
Vote Stock to a third party.
For purposes of the Call Agreement, "High Vote Stock" is common
stock of the Company of any series that has voting rights greater
than one vote per share, while "Low Vote Stock" is common stock of
the Company of any series that has not more than one vote per
share. The High Vote Stock currently consists of the Series B
common stock, par value $0.01 per share, of the Company, while the
Low Vote Stock currently consists of the Series A common stock, par
value $0.01 per share, of the Company.
The Call Agreement will become effective on the date the Court of
Chancery of the State of Delaware enters a final judgment approving
the resolution of the Action and such final judgment is finally
affirmed on appeal or is not subject to appeal by lapse of time or
otherwise. The Call Agreement will terminate upon the first to
occur of:
(i) all of the High Vote Stock held by the Maffei Group has
been sold to the Company and/or sold to a third party whereby the
Company did not elect to exercise its right of first refusal,
(ii) a change of control of the Company (subject to certain
exceptions),
(iii) the Maffei Group collectively beneficially own less than
5% of the voting power of the Company, and
(iv) the Company's call right following the death of Mr. Maffei
has expired unexercised.
On December 28, 2021, Hani Atallah (who later withdrew and Barbara
Strougo intervened in Mr. Atallah's place) and Shiva Stein filed a
Verified Stockholder Derivative Complaint (as amended, the
"Action") in the Court of Chancery of the State of Delaware,
derivatively on behalf of the Company as nominal defendant, against
Dr. Malone and Mr. Maffei as well as against Richard N. Barton,
Fiona P. Dias, Michael A. George, M. Ian G. Gilchrist, Evan D.
Malone, Larry E. Romrell, Mark Vadon, David E. Rapley and Andrea L.
Wong. The Plaintiffs alleged, among other things, that the
Defendants breached their fiduciary duties in connection with the
exercise of a call right under that certain Call Agreement, dated
as of February 9, 1998, by and among the Company (as
successor-in-interest to the assignee of Tele-Communications,
Inc.), Dr. Malone and certain of Dr. Malone's affiliates, and
concerning certain other transactions relating to the Malone Call
Agreement, and against the Remaining Defendants for unjust
enrichment. Subsequently, the Court granted the motions to dismiss
with respect to Messrs. Barton, Gilchrist, Romrell, Vadon, Rapley,
George and Evan Malone and Mses. Dias and Wong.
After negotiations regarding a potential settlement, and solely to
eliminate the risk, burden and expense of further litigation, on
September 25, 2024, in connection with the Action, the Company,
together with the Remaining Defendants and with Plaintiffs, filed
with the Court a Stipulation and Agreement of Compromise,
Settlement and Release (the "Stipulation," and the terms contained
therein, the "Settlement"). The Stipulation provides, among other
things, that:
(i) the Company and Mr. Maffei will execute the Call
Agreement,
(ii) any future material transaction between Dr. Malone and Mr.
Maffei, on the one hand, and the Company, on the other hand, will
be subject to approval of a committee of independent directors,
except with respect to transactions providing ratable benefit to
all stockholders of the Company and Mr. Maffei's compensation,
which is determined by the Compensation Committee of the Board of
Directors of the Company, and
(iii) Dr. Malone will not stand for reelection as a member of
the Board of Directors of the Company and will cease being a member
of the Board of Directors of the Company when his current term
expires at the annual meeting of the Company to be held in 2025.
The Stipulation further provides for the dismissal of the Action
with prejudice and the settlement and release of any claims against
the Company, Dr. Malone and Mr. Maffei, together with certain
related persons and entities, relating to the Action. The
Stipulation is subject to approval by Court, and if the Final
Approval does not occur, the Stipulation will be null and void.
In connection with the Stipulation and subject to the receipt of
the Final Approval, John C. Malone, a member of the Board of
Directors of the Company, has agreed that he will not stand for
reelection as a member of the Board of Directors of the Company and
will cease being a member of the Board of Directors of the Company
when his current term expires at the annual meeting of the Company
to be held in 2025. Dr. Malone remains the largest individual
stockholder of the Company whereby he beneficially owns 30,421,522
shares of Series A Common Stock and 865,530 shares of the Company's
8% Series A Cumulative Redeemable Preferred Stock, par value $0.01
per share.
About Qurate Retail
Headquartered in Englewood, Colorado, Qurate Retail, Inc. owns
controlling and non-controlling interests in a broad range of video
and online commerce companies. Qurate has six leading retail
brands: QVC, HSN, Ballard Designs, Frontgate, Garnet Hill, and
Grandin Road. Qurate Retail Group is the largest player in video
commerce, which includes video-driven shopping across linear TV,
e-commerce sites, digital streaming, and social platforms. The
retailer reaches more than 200 million homes worldwide via 15
television channels, which are widely available on cable/satellite
TV, free over-the-air TV, and digital livestreaming TV. The
retailer also reaches millions of customers via its QVC+ and HSN+
streaming experiences, websites, mobile apps, social pages, print
catalogs, and in-store destinations. Qurate Retail, Inc. also holds
various minority interests.
Qurate Retail reported a net loss of $94 million for the year ended
Dec. 31, 2023, compared to a net loss of $2.53 billion of total net
revenue for the year ended Dec. 31, 2022. As of June 30, 2024, the
Company had $10.9 billion in total assets, $10.5 billion in total
liabilities, and $421 million in total stockholders' equity.
Qurate Retail disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on June 10, 2024, it received written
notice from The Nasdaq Stock Market notifying the Company that,
because the closing bid price for the Company's Series A common
stock, par value $0.01 per share, had fallen below $1.00 per share
for 30 consecutive business days, the Company no longer complies
with the minimum bid price requirement for continued listing of
QRTEA on the Nasdaq Global Select Market.
* * *
As reported by TCR on April 22, 2024, S&P Global Ratings revised
its outlook to stable from negative and affirmed all its ratings on
U.S.-based video commerce and online retailer Qurate Retail Inc.,
including its 'CCC+' issuer credit rating. The stable outlook
reflects S&P's expectation that Qurate will maintain sufficient
liquidity over the next 12 months despite its view that its capital
structure remains unsustainable, as further cost reductions offset
sales weakness and support profit recovery.
R2 MARKETING: Hires Lake Forest Bankruptcy II APC as Counsel
------------------------------------------------------------
R2 Marketing and Consulting, LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire
Lake Forest Bankruptcy II, APC as counsel.
The firm will provide these services:
a. advise and assist the Debtor with respect to compliance
with the requirements of the United States Trustee;
b. advise the Debtor regarding matters of bankruptcy law,
including the rights and remedies of the Debtor with regard to its
assets and liabilities; The firm will be paid at these rates;
c. represent the Debtor in any proceedings or hearings before
this Court and in any action in any other court where the Debtor's
rights under the Bankruptcy Code may be affected;
d. conduct examinations of witnesses, claimants, or adverse
parties and to prepare and assist in the preparation of reports,
accounts, and pleadings related to the Debtor's chapter 11 case;
e. advise the Debtor concerning the requirements of the
Bankruptcy Code and applicable rules as the same may affect the
Debtor in its Chapter 11 case;
f. assist the Debtor in the formulation, negotiation,
confirmation, and implementation of a Chapter 11 plan of
reorganization, liquidation or combination thereof; and
g. take such other action and perform such other services as
the Debtor may require in connection with their Chapter 11 case.
The firm will be paid at $500 per hour.
The firm received from the Debtor a retainer of $8,839.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Anerio V. Altman, Esq., a partner at Lake Forest Bankruptcy II,
APC, disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Anerio Ventura Altman, Esq.
Lake Forest Bankruptcy
P.O. Box 515381
Los Angeles
Tel: (949) 218-2002
Email: avaesq@lakeforestbkoffice.com
About R2 Marketing and Consulting
R2 Marketing and Consulting, LLC sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-12045)
on August 15, 2024, with $100,001 to $500,000 in both assets and
liabilities.
Judge Scott C. Clarkson presides over the case.
Anerio V. Altman, Esq., at Lake Forest Bankruptcy Ii, Apc
represents the Debtor as legal counsel.
RED CAT: Changes Fiscal Year Ended to December 31
-------------------------------------------------
Red Cat Holdings, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on Sept. 21, 2024, the
Board of Directors of the Company approved a change to the
Company's fiscal year end from April 30 to December 31 in
accordance with Article XIII of the bylaws of the Company that
authorize the Board to change the Company's fiscal year. The
Company will file a transition report on Form 10-K for the
transition period from May 1, 2024 to Dec. 31, 2024.
About Red Cat Holdings Inc.
Red Cat (Nasdaq: RCAT) -- http://www.redcatholdings.com/-- is a
drone technology company integrating robotic hardware and software
for military, government, and commercial operations. Red Cat's
solutions are designed to "Dominate the Night" and include the Teal
2, a small unmanned system offering the highest-resolution thermal
imaging in its class.
Red Cat reported a net loss of $24.05 million for the year ended
April 30, 2024, a net loss of $28.11 million for the year ended
April 30, 2023, a net loss of $11.69 million for the year ended
April 30, 2022, a net loss of $13.24 million for the year ended
April 30, 2021, and a net loss of $1.60 million for the year ended
April 30, 2020.
REDLINE METALS: Hires Bach Law Offices as Bankruptcy Counsel
------------------------------------------------------------
Redline Metals, Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of Illinois to hire Bach Law Offices,
Inc. as attorneys.
The firm will render these services:
(a) negotiate with creditors;
(b) prepare a plan and disclosures statement;
(c) examine and resolve claims filed against the estate;
(d) prepare and prosecute adversary matters; and
(e) represent the Debtor in matters before this court.
The firm will be paid at these hourly rates:
Paul Bach, Attorney $425
Penelope Bach, Attorney $425
The firm received a retainer of $15,000 inclusive of filing fee of
$1,738 from the Debtor.
Mr. Bach disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Paul M. Bach, Esq.
Bach Law Offices, Inc.
P.O. Box 1285
Northbrook, IL 60062
Telephone: (847) 564-0808
Email: paul@bachoffices.com
About Redline Metals
Redline Metals, Inc. is a recycling center in Lombard, Ill.
Redline Metals filed Chapter 11 petition (Bankr. N.D. Ill. Case No.
24-12590) on Aug. 27, 2024, with $10 million to $50 million in both
assets and liabilities.
Judge Jacqueline P. Cox oversees the case.
Paul M. Bach, Esq., at Bach Law Offices is the Debtor's bankruptcy
counsel.
ROCK CRUSHING: Amends Unsecureds & Commercial Credit Secured Claims
-------------------------------------------------------------------
Rock Crushing Solutions, Inc., submitted an Amended Subchapter V
Plan of Reorganization dated August 26, 2024.
This is an operating Plan. Debtor will continue to operate its
business and will use revenues generated from that operation to
fund the Plan. Upon approval of the Plan, the Plan will be binding
upon all creditors and equity interest.
The Class 1 claim consists of the secured claim of Commercial
Credit Group. The Class 1 claimant shall be paid in accordance with
the originating loan documents, without modification. However, the
pre-petition delinquency in the amount of $12,289.40, together with
interest thereon resulting from the change in maturities thereof,
shall be paid in three equal monthly payments commencing the first
month after the end of scheduled term of the loan and continuing
each month thereafter until the loan has been paid in full. The
Class 1 claimant will retain its lien until all claims of such
claimant are paid in full. When all claims of such claimant are
paid in full the Class 1 claimant shall release its security
interest in the Collateral.
The Class 2 claim consists of the secured claim of Commercial
Credit Group. The Class 2 claimant shall be paid in accordance with
the originating loan documents, without modification. However, the
pre-petition delinquency in the amount of $6,498.60, together with
interest thereon resulting from the change in maturities thereof,
shall be paid in three equal monthly payments commencing the first
month after the end of scheduled term of the loan and continuing
each month thereafter until the loan has been paid in full. The
Class 2 claimant will retain its lien until all claims of such
claimant are paid in full. When all claims of such claimant are
paid in full the Class 2 claimant shall release its security
interest in the Collateral.
The Class 3 claim consists of the secured claim of Commercial
Credit Group. The Class 3 claimant shall be paid in accordance with
the originating loan documents, without modification. However, the
pre-petition delinquency in the amount of $9,652.35, together with
interest thereon resulting from the change in maturities thereof,
shall be paid in three equal monthly payments commencing the first
month after the end of scheduled term of the loan and continuing
each month thereafter until the loan has been paid in full. The
Class 3 claimant will retain its lien until all claims of such
claimant are paid in full. When all claims of such claimant are
paid in full the Class 3 claimant shall release its security
interest in the Collateral.
The Class 4 claim consists of the secured claim of Commercial
Credit Group. Class 4 claimant shall be paid in accordance with the
originating loan documents, without modification. However, the
pre-petition delinquency in the amount of $2,719.20, together with
interest thereon resulting from the change in maturities thereof,
shall be paid in three equal monthly payments commencing the first
month after the end of scheduled term of the loan and continuing
each month thereafter until the loan has been paid in full. The
Class 4 claimant will retain its lien until all claims of such
claimant are paid in full. When all claims of such claimant are
paid in full the Class 4 claimant shall release its security
interest in the Collateral.
Class 8 consists of all Allowed General Unsecured claims for unpaid
operating expenses that were incurred prior to the commencement of
this case. The Debtor shall pay the Class 8 claimants $270,000 in
$15,000 quarterly disbursements, distributed pro rata, commencing
January 1, 2025, and continuing on the first day of each quarter
thereafter until the entire $270,000 has been distributed. While it
is Debtor's intention to disburse over 18 quarters, Debtor will not
be in default so long as the $270,000 is disbursed in full on or
before December 31, 2030.
The Debtor will fund the quarterly payments from a payment of
approximately $5,000 per month to a disbursing account to be
established at Wells Fargo Bank. Debtor estimates the Class 3.08
claimants will be paid approximately 30% of their Allowed Claims.
The following is a schedule of the approximate quarterly payments
to each claimant based on the amount scheduled by Debtor and the
claims filed. The estimated payments may change depending on the
claims that are filed, but the $270,000 that is to be disbursed
will not change.
The Debtor will responsible for the implementation of the Plan and
shall submit such portion of its future income to the supervision
and control of the trustee as is necessary for the execution of the
Plan. Debtor will be the Disbursing Agent notwithstanding Debtor
has requested confirmation of the plan pursuant to Section
1191(b).
A full-text copy of the Amended Subchapter V Plan dated August 26,
2024 is available at https://urlcurt.com/u?l=Hp3z4M from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Michael Fallon, Esq.
Michael Fallon, Jr., Esq.
100 E Street, Suite 219
Santa Rosa, CA 95404
Tel: (707) 546-6770
Email: mcfallon@fallonlaw.net
Email: fallonmcf@fallonlaw.net
About Rock Crushing
Rock Crushing Solutions, Inc., offers on-site mobile rock crushing,
recycling and screening services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Cal. Case No. 24-21595) on April 17,
2024, with $810,796 in assets and $1,422,550 in liabilities. Jeremy
Soiland, president/CEO, signed the petition.
Judge Christopher D. Jaime presides over the case.
Michael C. Fallon, Esq., at the LAW OFFICES OF MICHAEL C. FALLON,
is serving as the Debtor's legal counsel.
ROSIE PATTERSON: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Halo Estates LLC
13039 Erwin St.
Van Nuys, CA 91401
Chapter 11 Petition Date: September 30, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-11656
Debtor's Counsel: Patricia Rodriguez, Esq.
RODRIGUEZ LAW GROUP
1055 E. Colorado Blvd. Suite 500
Pasadena CA 91106
Tel: (626) 888-5206
E-mail: prod@attorneyprod.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Rosie Patterson as member.
The Debtor filed an empty list of its 20 largest unsecured
creditors.
https://www.pacermonitor.com/view/LGJBO2I/Rosie_Patterson_and_Halo_Estates__cacbke-24-11656__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/KZA5JTI/Rosie_Patterson_and_Halo_Estates__cacbke-24-11656__0001.0.pdf?mcid=tGE4TAMA
SAFE & GREEN: SG Echo Obtains $4MM Loan From Enhanced Capital
-------------------------------------------------------------
Safe & Green Holdings Corp. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that SG Echo, LLC,
a wholly owned subsidiary of the Company, entered into a Loan and
Security Agreement with Enhanced Capital Oklahoma Rural Fund, LLC
pursuant to which SG Echo borrowed $4,000,000 from Lender, and
whereby SG Echo executed and delivered a Secured Promissory Note to
Lender to evidence SG Echo's obligations under the Loan Agreement.
The Note shall bear interest at a rate equal to the greater of:
(i) the Secured Overnight Financing Rate plus 6.65% and
(ii) 10% per annum.
SG Echo shall pay to Lender a closing fee of $80,000, which shall
be due and payable on October 1, 2025, unless such date shall be
extended by Lender. SG Echo SG Echo's obligations under the Loan
Agreement and the Note have been guaranteed by the Company.
Pursuant to the terms of the Note, SG Echo shall make monthly
payments of accrued interest on the first business day of each
calendar month until December 31, 2025. Commencing January 2026, SG
Echo shall make monthly payments of accrued interest and
additionally shall make a monthly principal payment on the Note in
an amount equal to $22,222.22. The maturity date of the Note shall
be the sixty-month anniversary of the Closing Date. All outstanding
principal and accrued interest shall be due and payable on the
Maturity Date.
Pursuant to the terms of the Loan Agreement, on the Closing Date,
$360,000 will be deposited in a segregated deposit account in SG
Echo's name, which account shall be subject to a Control Agreement
in favor of the Lender. Beginning February 1, 2025, Lender may
withdraw the monthly interest payments due under the Note from the
Interest Reserve Account until the Interest Reserve has been fully
withdrawn. SG Echo shall have no obligation to replenish amounts
withdrawn from the Interest Reserve Account.
Pursuant to the terms of the Loan Agreement, SG Echo shall grant
Lender a first priority mortgage on the real property located at
101 Waldron Rd., Durant, Oklahoma. Additionally, SG Echo shall
grant Lender a continuing security interest in, a general lien
upon, collateral assignment of, and a right of set-off against all
of SG Echo's right, title, and interest in and to all assets of SG
Echo.
In the event of default, Lender, among other remedies, can demand
all amounts and/or liabilities owing from time to time by SG Echo
to Lender pursuant to the Loan Agreement and the Note (with accrued
interest thereon) and all other amounts owing under the Loan
Agreement due and payable.
About Safe & Green
Safe & Green Holdings Corp. is a modular solutions company
headquartered in Miami, Florida. The company specializes in the
development, design, and fabrication of modular structures,
focusing on safe and green solutions across various industries.
The Woodlands, Texas-based M&K CPAS, PLLC, the Company's auditor
since 2024, issued a "going concern" qualification in its report
dated May 7, 2024. The qualification cited net losses since
inception, negative working capital, and negative cash flows from
operations, raising substantial doubt about the Company's ability
to continue as a going concern.
Safe & Green Holdings reported net losses of $26,757,906 and
$7,089,242 for the fiscal years ended December 31, 2023, and 2022,
respectively. As of June 30, 2024, Safe & Green Holdings had
$20,928,509 in total assets, $25,717,784 in total liabilities, and
'"$4,789,275 in total stockholders' deficit.
SERES THERAPEUTICS: Stockholders OK Sale of VOWST to Nestle S.A.
----------------------------------------------------------------
Seres Therapeutics, Inc., announced Sept. 26, 2024, that its
stockholders voted to approve the proposed sale of the Company's
VOWST business to Societe des Produits Nestle S.A., a societe
anonyme organized under the laws of Switzerland, and a wholly-owned
subsidiary of Nestle S.A. The transaction is expected to close on
Sept. 30, 2024, subject to the satisfaction of customary closing
conditions.
The stockholders also approved, on a non-binding, advisory basis,
certain compensation that will or may become payable to the
Company's named executive officers in connection with the
Transaction, and approved the proposal to adjourn the Special
Meeting to a later date or dates, if necessary, to solicit
additional proxies to approve the Transaction Proposal.
About Seres Therapeutics
Seres Therapeutics, Inc. (Nasdaq: MCRB) --
www.serestherapeutics.com -- is a clinical-stage company focused on
improving patient outcomes in medically vulnerable populations
through novel live biotherapeutics. Seres led the successful
development and approval of VOWST, the first FDA-approved orally
administered microbiome therapeutic, which will be sold to Nestle
Health Science in a transaction expected to be close in September
2024. The Company is developing SER-155, which has demonstrated a
significant reduction in bloodstream infections and related
complications (as compared to placebo) in a clinical study in
patients undergoing allogeneic Hematopoietic Stem Cell
Transplantation (allo-HSCT). The Company is also advancing
additional cultivated oral live biotherapeutics for medically
vulnerable populations, including those with chronic liver disease,
cancer neutropenia, and solid organ transplants.
Boston, Massachusetts-based PricewaterhouseCoopers LLP, the
Company's auditor since 2014, issued a "going concern"
qualification in its report dated March 5, 2024, citing that the
Company has incurred losses and negative cash flows from operations
since its inception and needs to raise additional capital to fund
future operations, which raises substantial doubt about its ability
to continue as a going concern.
SHORTER TRANSPORT: Seeks to Hire Footman Law Firm as Legal Counsel
------------------------------------------------------------------
Shorter Transport, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Florida to hire India Footman,
Esq. and Footman Law Firm, P.A., to handle its Chapter 11
proceedings.
The counsel will charge $250 per hour for its services.
Ms. Footman, owner of Footman Law Firm, assured the court that her
firm does not hold or represent any interest adverse to the Debtor
or estate.
The firm can be reached through:
India Footman, Esq.
Footman Law Firm, P.A.
1345 Cross Creek Cir
Tallahassee, FL 32301
Tel: (850) 755-9985
About Shorter Transport
Shorter Transport, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Fla. Case No.
24-40373) on September 5, 2024, with $50,001 to $100,000 in both
assets and liabilities.
India Footman, Esq., at Footman Law Firm, P.A. represents the
Debtor as bankruptcy counsel.
SILVERGATE CAPITAL: Hires Stretto Inc as Claims and Noticing Agent
------------------------------------------------------------------
Silvergate Capital Corporation and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
Stretto, Inc. as claims and noticing agent.
The Debtor requires a claims and noticing agent to serve notices to
creditors, equity security holders and other concerned parties, as
well as provide computerized claims-related services.
The firm will be paid at these hourly rates:
Consultant $70 to $200
Director $210 to $250
Solicitation Associate $230
Director of Securities $250
Sheryl Betance, a senior managing director at Stretto, disclosed in
a court filing that her firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Sheryl Betance
Stretto, Inc.
410 Exchange, Ste. 100
Irvine, CA 92602
Telephone: (714) 716-1872
Email: sheryl.betance@stretto.com
About Silvergate Capital Corporation
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.
Silvergate Capital Corporation filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead
Case No. 24-12158) on Sept. 17, 2024, listing $100 million to $500
million in assets and $10 million to $50 million in liabilities.
The petitions were signed by Elaine Hetrick as chief administrative
officer.
Paul N. Heath, Esq. at RICHARDS, LAYTON & FINGER, P.A. represents
the Debtor as counsel.
SINTX TECHNOLOGIES: Signs Employment Agreement With CEO Eric Olson
------------------------------------------------------------------
SINTX Technologies, Inc., disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on Sept. 20, 2024, it
entered into an Executive Employment Agreement with its Chief
Executive Officer and President Eric K. Olson. The Agreement has a
term of six months and is subject to automatic renewal for
additional six-month periods unless either the Company or Mr. Olson
provides 30 days advance written notice of intent not to renew.
Upon execution of the Agreement Mr. Olson became entitled to
payment of a $25,000 cash bonus. The Agreement provides for an
annual base salary of $350,000. Mr. Olson is eligible to receive
annual cash bonuses, participate in awards under Company equity
incentive plans, on terms and conditions as determined by the Board
and participate in such health, group insurance, welfare, pension,
and other employee benefit plans, programs, and arrangements as are
made generally available from time to time to other employees of
the Company. The Agreement also provides that, in the event of a
termination of Mr. Olson's employment without cause or for good
reason, he will be eligible to receive, in addition to accrued
salary and other benefits, severance payments equal to his base
salary for a period equal to the longer of three months or the
remainder of the initial term of the Agreement, or twelve months if
his termination without cause or for good reason occurs within
three months following a change in control of the Company. Under
the Agreement, Mr. Olson's receipt of such severance payments is
subject to his execution and delivery of a general release of
claims in favor of the Company.
About SINTX Technologies
Headquartered in Salt Lake City, Utah, SINTX Technologies, Inc. --
https://ir.sintx.com -- is an advanced ceramics company that
develops and commercializes materials, components, and technologies
for medical and technical applications. SINTX is a global leader
in the research, development, and manufacturing of silicon nitride,
and its products have been implanted in humans since 2008. Over
the past several years, SINTX has utilized strategic acquisitions
and alliances to enter into new markets. The Company has
manufacturing and R&D facilities in Utah and Maryland.
Lehi, Utah-based Tanner LLC, the Company's auditor since 2017,
issued a "going concern" qualification in its report dated March
27, 2024, citing that the Company has recurring losses from
operations and negative operating cash flows and needs to obtain
additional financing to finance its operations. These issues raise
substantial doubt about the Company's ability to continue as a
going concern.
SKILLSOFT FINANCE II: Moody's Alters Outlook on B2 CFR to Negative
------------------------------------------------------------------
Moody's Ratings affirms Skillsoft Finance II, Inc.'s B2 corporate
family rating, B2-PD probability of default rating, and B2 rating
on the company's senior secured term loan. The rating outlook was
changed to negative from stable. Skillsoft's speculative grade
liquidity rating was revised to SGL-3 from SGL-2.
The change in outlook to negative reflects uncertainty around the
execution and timing of Skillsoft's restructuring plan, which if
successful would put its credit metrics within an appropriate range
for the rating category. The company's current metrics are more
reflective of a lower rating. If the company is able to swiftly
turnaround its instructor-led training business and grow its core
content business following investments funded with cost takeouts,
Moody's believe Skillsoft can reduce its leverage below 6x and
generate positive FCF by the end of fiscal year ended January 2026.
Actions the company is taking include investments into the
go-to-market structure, routes to market, AI integration,
proprietary courses in high-demand areas, and partner expansion.
The company's significant cash balance should support it through
any near-term cash outflows and the turnaround plan.
RATINGS RATIONALE
The B2 CFR reflects Skillsoft's relatively high leverage offset to
some degree by a leading position in the corporate learning
Industry and good cash balance. Adjusted debt to cash EBITDA is
around 6.6x in the LTM period ended July 31, 2024 when adding back
restructuring costs, and over 8x when expensing these restructuring
costs. Skillsoft benefits from its growing base of fairly
predictable revenues from contracts, the increasing adoption of
Percipio, its proprietary content delivery platform, and a highly
diversified customer base consisting of enterprise and small to
medium sized business.
Skillsoft's credit profile also reflects the highly competitive,
fragmented nature of the corporate learning market, which has low
barriers to entry and a large selection of free content. The
profile also considers the execution risk associated with the
integration of multiple recent acquisitions, as well as ongoing
business turnaround efforts after years of revenue declines
particularly in the instructor led training segment.
The SGL-3 Speculative Grade Liquidity rating is supported by solid
cash balances but offset by uncertainty of cash flows. Cash as of
July 31, 2024 was $130 million. The company's unrated $75 million
accounts receivable line has around $40 million drawn as of July
31, 2024. The term loan facility has an annual amortization of 1%
and does not contain a financial maintenance covenant. The SGL is
constrained by negative FCF generation and uncertainty around the
timing of its inflection, as well as the accounts receivable line
maturity in December 2024.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Skillsoft's ratings could be upgraded if the company maintains
organic revenue growth and leverage is sustained below 4.5x.
Skillsoft's ratings could be downgraded if performance fails to
materially improve, free cash flow remains negative or cash
balances are materially reduced. Ratings could also face downward
pressure if cash based leverage is expected to be sustained over 6x
on other than a temporary basis.
Skillsoft Finance II, Inc. is the debt issuing subsidiary of
Skillsoft Corp. which provides cloud-based e-learning, in person
training, and learning management software solutions for
enterprises, government, and education customers through its
Skillsoft, Global Knowledge, and Codecademy businesses. The company
had $537 million of revenues in the twelve month period ended July
2024. Skillsoft is headquartered in Nashua, New Hampshire.
The principal methodology used in these ratings was Software
published in June 2022.
SKILLZ INC: Finalizes Consulting Agreement With Casey Chafkin
-------------------------------------------------------------
Skillz Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that the Company and Casey
Chafkin finalized the terms of Letter Agreement.
Under the Agreement, Mr. Chafkin will provide consulting services
to Company through the date of completion of certain services set
forth in the Agreement and Company will provide to Mr. Chafkin a
monthly salary of $5,000 and, upon Mr. Chafkin's request and
subject to Company approval, additional compensation at the rate of
$250 per hour for services rendered exceeding a monthly twenty-four
hour threshold. Either the Company or Mr. Chafkin may terminate the
Agreement upon five calendar days written notice.
About Skillz Inc.
Las Vegas-based Skillz Inc. -- https://www.skillz.com -- is a
mobile games platform dedicated to fostering competition and
excellence through its technology. The Skillz platform enables
developers to create multi-million dollar franchises by
incorporating social competition into their games. Leveraging its
patented technology, Skillz hosts billions of casual eSports
tournaments for millions of mobile players worldwide, with the goal
of becoming the home of competition for all.
Skillz reported a net loss of $438.87 million in 2022, a net loss
of $187.92 million in 2021, and a net loss of $149.08 million in
2020. As of Sept. 30, 2023, the Company had $428.12 million in
total assets, $200.38 million in total liabilities, and $227.73
million in total stockholders' equity.
* * *
As reported by the TCR in January 2024, S&P Global Ratings retained
its ratings on Skillz Inc., including its 'CCC+' issuer credit
rating, following the assignment of the new management and
governance (M&G) assessment. S&P said, "S&P Global Ratings assigned
a new M&G modifier assessment of negative to Skillz following the
revision to our criteria for evaluating the credit risks. The terms
management and governance encompass the broad range of oversight
and direction conducted by an entity's owners, board
representatives, and executive managers. These activities and
practices can impact an entity's creditworthiness and, as such, the
M&G modifier is an important component of our analysis.
SKYLOCK INDUSTRIES: Seeks Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Clara Geoghegan of Law360 reports that a California-based aircraft
parts maker, Skylock Industries, filed for bankruptcy reporting
between $10 million to $50 million in both assets and liability as
it faces litigation alleging that it owes half a million dollars in
past-due rent, as well as a lawsuit seeking to collect a finder's
fee on a $9 million loan.
About Skylock Industries Inc.
Skylock Industries Inc. is a California-based aircraft parts
manufacturer.
Skylock Industries Inc. sought relief under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-17820) on Sept. 26,
2024. In its petition, the Debtor reports estimated assets and
liabilities between $10 million and $50 million each.
The Honorable Bankruptcy Judge Sheri Bluebond handles the case.
The Debtor is represented by Jeffrey S Shinbrot of The Shinbrot
Firm.
SKYX PLATFORM: Secures $3.5MM Credit Line From Farmers & Merchants
------------------------------------------------------------------
SKYX Platforms Corp. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that the Company, through
its wholly owned subsidiary, Belami, Inc., entered into a $3.5
million secured revolving line of credit with a commercial bank,
Farmers & Merchants Bank of Central California, increasing and
renewing its previous revolving line of credit with Farmers.
The line of credit bears interest at a variable rate per annum
equal to The Wall Street Journal Prime Rate, subject to a floor of
7.5% and ceiling of the maximum rate allowed under applicable law,
payable monthly, and matures September 5, 2025. The line of credit
is subject to customary default and acceleration provisions and to
certain financial covenants, including working capital in excess of
$1.75 million and a debt service coverage ratio in excess of 1.25
to 1.00. In addition, the Company agreed to guarantee Belami's
obligations under the line of credit, pursuant to a commercial
guaranty agreement.
About SKYX Platforms Corp.
Sky Platforms' mission is to make homes and buildings become
safe-advanced and smart as the new standard. SKYX has a series of
highly disruptive advanced-safe-smart platform technologies, with
over 96 U.S. and global patents and patent pending applications.
The Company's technologies place an emphasis on high quality and
ease of use, while significantly enhancing both safety and
lifestyle in homes and buildings. The Company believes that its
products are a necessity in every room in both homes and other
buildings in the U.S. and globally. In addition, during 2023, the
Company expanded its operations by acquiring an online retailer and
e-commerce provider specializing in home lighting, ceiling fans,
and other home furnishings.
The Woodlands, TX-based M&K CPAS, PLLC, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
April 1, 2024, citing that the Company has an accumulated deficit,
negative cash flows from operations and recurring net losses, which
raises substantial doubt about its ability to continue as a going
concern.
For the year ended December 31, 2023, SKYX Platforms reported a net
loss of $39.7 million, compared to a net loss of $27 million for
the same period in 2022. As of June 30, 2024, SKYX Platforms had
$69.16 million in total assets, $59.68 million in total
liabilities, and a total stockholders' equity of $9.48 million.
SOUTHLAKE ASSISTED: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Southlake Assisted Living, LP
4117 Boca Bay Drive
Dallas, TX 75244
Business Description: The Debtor is engaged in activities related
to real estate.
Chapter 11 Petition Date: September 30, 2024
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 24-33038
Debtor's Counsel: Robert Buchholz, Esq.
THE LAW OFFICE OF ROBERT W. BUCHHOLZ, P.C.
5220 Spring Valley Road, Suite 618
Dallas, TX 75254
Tel: (214) 754-5500
Email: BOB@ATTORNEYBOB.COM
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Daniel C. Blackburn, Manager, Lucky
Consulting, LLC, General Partner of Debtor.
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/XADGICY/Southlake_Assisted_Living_LP__txnbke-24-33038__0001.0.pdf?mcid=tGE4TAMA
SPECIALTY BUILDING: S&P Rates New $350MM Term Loan B 'B'
--------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '4'
recovery rating to Specialty Building Products Holdings LLC's
proposed $350 million term loan B due 2028. The '4' recovery rating
indicates its expectation for average (30%-50%; rounded estimate:
35%) recovery in the event of a payment default. The 'B'
issue-level rating and '4' recovery rating on the existing $784
million term loan B are unchanged.
All of S&P's existing ratings on the company are unchanged.
STARWOOD PROPERTY: Fitch Gives BB+(EXP) on Planned $400MM Notes
---------------------------------------------------------------
Fitch Ratings has assigned an expected 'BB+(EXP)' rating to
Starwood Property Trust, Inc.'s planned issuance of $400 million of
senior unsecured sustainability notes maturing in 2030. Proceeds
from the proposed issuance are expected to be used for general
corporate purposes, including to pay down borrowings under secured
repurchase facilities. The fixed rate of interest and final
maturity date will be determined at the time of issuance.
Key Rating Drivers
The expected rating on the new senior unsecured sustainability
notes is equalized with the ratings assigned to Starwood's existing
senior unsecured debt as the new notes will rank equally in the
capital structure. The unsecured debt rating is equalized with
Starwood's 'BB+' Long-Term Issuer Default Rating (IDR), reflecting
the availability of unencumbered assets and average recoveries
prospects for creditors in a stress scenario.
Fitch expects this transaction will be neutral to Starwood's
leverage, given that proceeds will be used to repay existing
borrowings. Starwood's leverage, calculated by Fitch as gross
debt-to-tangible equity, including off-balance sheet, non-recourse
funding adding back accumulated depreciation on real estate to
tangible equity, was approximately 3.7x at June 30, 2024.
Fitch believes it is appropriate to add accumulated depreciation on
the real estate portfolio back to tangible equity, as the firm has
a strong track record of recognizing the gross book value of the
portfolio at exit. Fitch notes that leverage would be considerably
lower, at 2.3x, if all non-recourse borrowings were excluded from
the calculation.
Starwood's ratings reflect the strength of its affiliation with
Starwood Capital Group, which provides access to deal flow and deep
industry and collateral expertise. The affiliation also provides a
solid market position within Starwood Capital Group's core
segments, the relative diversity of its business model, consistent
operating performance, appropriate leverage, diverse and
well-laddered funding profile, and solid liquidity.
The challenging CRE operating environment and its impact to credit
quality weighs on Fitch's rating assessment of Starwood and its
peers. Rating constraints also include Starwood's largely secured
funding profile and reliance on wholesale funding sources.
The Stable Outlook reflects Fitch's view that Starwood's credit
quality will remain relatively solid compared to peers in a
deteriorating operating environment, exhibited by low credit
losses. In addition, the Stable Outlook incorporates Fitch's
expectation that Starwood will generate stable and consistent
earnings and maintain leverage at a level appropriate for the risk
profile of the portfolio. Fitch also expects the company to
opportunistically issue unsecured debt, to maintain its funding
flexibility, appropriately manage its debt maturity profile and
maintain solid liquidity.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A sustained increase in Fitch-calculated leverage, including all
non-recourse debt, above 5x and/or a sustained increase in
company-calculated leverage above 3.0x;
- A sustained reduction in the proportion of unsecured debt funding
below 10%;
- A material deterioration in credit performance that results in
write-offs above longer-term historical levels;
- An inability to maintain sufficient liquidity relative to
near-term debt maturities, unfunded commitments and margin call
potential;
- A reduction in business line diversity due to a material shift in
strategy;
- A reduction in core earnings and earnings coverage of the
dividend.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- A sustained increase in the proportion of unsecured debt
approaching 35% of total debt;
- The maintenance of leverage at-or-below 3x on a Fitch-calculated
basis, including on-balance sheet non-recourse debt;
- The maintenance of strong asset quality performance;
- Consistent core earnings generation;
- The maintenance of a solid liquidity profile.
DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS
The expected rating on the new senior unsecured sustainability
notes is equalized with the ratings assigned to Starwood's existing
senior unsecured debt as the new notes will rank equally in the
capital structure. The unsecured debt rating is equalized with
Starwood's Long-Term IDR, reflecting the availability of
unencumbered assets and average recovery prospects for creditors in
a stressed scenario.
DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES
The expected rating on the unsecured sustainability notes is
sensitive to changes to Starwood's Long-Term IDR, unsecured funding
mix and the level of unencumbered balance sheet assets relative to
outstanding unsecured debt. An increase in secured debt and/or a
sustained decline in the level of unencumbered assets, which
weakens recovery prospects on the unsecured debt, could result in
the unsecured debt ratings being notched down from the Long-Term
IDR.
Date of Relevant Committee
11 June 2024
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
----------- ------
Starwood Property
Trust, Inc.
senior unsecured LT BB+(EXP) Expected Rating
STJ ORTHOTIC: Court OKs Sale of Designs, Client List for $200,000
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
approves STJ Orthotic Services Inc.'s motion to sell its assets
free and clear of all liens, claims, and encumbrances to
Euroinsoles Inc. for $200,000.
The court hearing that was attended by Heath S. Berger, Esq. of
Berger, Fischoff, Shumer, Wexler & Goodman LLP on behalf of the
Debtor; Nicole Zito, Esq. of the Internal Revenue Service (IRS);
and the purchaser's attorney Juan Mendoza, Esq.
The purchase price will be paid to Berger Fischoff to be placed in
escrow and will be turned over to the IRS after the clearing of the
funds.
The Court will also retain its jurisdiction of the order to
determine should disputes may arise.
Euroinsoles is acquiring from the Debtor:
1. STJ's client list, including contact information, order
history and other details regarding every client of STJ;
2. All contents of the Orthotic Design, including all
information pertaining to copies or molds for any orthotic designs
made by STJ, whether in physical or electronic form;
3. All historical information held by STJ of orders made by
all of its current and prior customers;
4. STJ's entire Order Management System, whether maintained in
physical or electronic form, and all Order Management system
accounts, including STJ's account with TomCat;
5. Knowledge of Process/Systems, which shall be provided to
Euroinsoles by STJ's employees; and
6. The web domain of https://stjorthotic.com.
About STJ Orthotic Services
STJ Orthotic Services, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 23-73175) on August 28, 2023, disclosing
under $1 million in both assets and liabilities.
The Debtor is represented by Heath S. Berger, Esq., at Berger,
Fischoff, Shumer, Wexler & Goodman, LLP.
SUCCESS VILLAGE: Court Dismisses Chapter 11 Bankruptcy Case
-----------------------------------------------------------
Daniel Tepfer of CTPost reports that a federal bankruptcy judge
Friday, September 27, 2024, dismissed the bankruptcy filing by the
former management of Success Village.
Judge Julie Manning ruled that the bankruptcy filing, made before a
state judge could appoint a receiver for the 924-unit co-op that
straddles the Bridgeport/Stratford line, was done in bad faith and
that the case has properly gone forward with the appointment of
Stratford lawyer Barry Knott as the receiver.
"Because of the existing and continuing health and safety
violations, which directly relate to the daily health and safety of
the Debtor's residents, the court finds the estate has been grossly
mismanaged," Judge Manning ruled.
On Tuesday, September 24, 2024, Superior Court Judge Dale Radcliffe
appointed Knott to oversee the finances and operation of the co-op
after a four-day trial interrupted when the co-op's former
president Tyreke Bird filed for bankruptcy on behalf of the co-op.
Judge Manning initially granted a motion by the lawyers for the
city and town of Stratford and two utilities to lift the stay but
reserved decision on whether to dismiss the bankruptcy filing.
The lawyers for the municipalities and the utilities claimed the
bankruptcy filing was a tactic to stall a receiver being appointed
and the judge agreed.
Knott said the bankruptcy filing "caused a lot of grief and upset
to the residents of Success Village."
He added that he would also be withdrawing lawsuits against board
members Jose Sandoz and Rebecca Haas. He also has previously had a
lawsuit by the co-op's management against city Councilwoman Maria
Pereira withdrawn from court.
According to testimony presented during the trial before
Radcliffe, the co-op owes $241,597 in back taxes to the town of
Stratford and more than $2 million in delinquent taxes to
Bridgeport.
The city and town of Stratford had presented 16 witnesses during
the trial before Radcliffe in an effort to convince the judge to
appoint a receiver to oversee the finances of the co-op. On
September 6, 2024 the co-op's management's lawyer, Dennis Bradley,
was to begin his defense case when he suddenly announced that the
co-op's management had filed for bankruptcy immediately halting any
other court proceeding with an automatic stay.
The city and town of Stratford councils voted to file the lawsuits
against the co-op's management following the shutdown of the
complex's heating system in May. State inspectors ordered the
boilers shut down after finding them in a dangerous condition. No
permanent heating system for the apartments has yet to be installed
and some residents continue to complain of a lack of hot water.
About Success Village Apartments
Success Village Apartments Inc. -- https://www.svanow.com/ -- is an
apartment complex in Bridgeport, Connecticut.
Success Village Apartments Inc. sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Ct. Case No. 24-50624) on Sept.
6, 2024. In the petition filed by Tyreke Bird, as president, the
Debtor estimated assets and liabilities between $1 million and $10
million each.
The Honorable Bankruptcy Judge Julie A. Manning oversees the case.
The Debtor is represented by:
Andre Cayo, Esq.
2777 Summer St.
Stamford CT 06905
Tel: 203-517-0416
E-mail: CayoLaw@gmail.com
SUMMIT K2: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to Summit
K2 Topco L.P. (dba K2 Insurance Services LLC).
S&P said, "At the same time, we assigned our 'B-' issue-level
rating and '3' recovery rating to the proposed $500 million
first-lien term loan due 2031 and proposed $100 million revolving
credit facility due 2029 (undrawn at close).
"The stable outlook reflects our expectations for continued solid
performance over the next 12 months, though we also expect K2's
credit metrics to remain strained and in line with those of
similarly rated peers."
K2 generated total net revenue of about $237 million and S&P Global
Ratings-adjusted EBITDA of about $83 million for the 12 months
ended June 30, 2024, which makes it one of the smallest companies
among our rated peers. In S&P's view, the company's smaller size
makes it relatively more susceptible to volatility and vulnerable
to adverse trends. Furthermore, as a pure managing general agent
(MGA) platform, K2 has a fairly niche function within the broader
insurance distribution value chain. While MGAs have had an
increasingly important role in this ecosystem, K2's limited focus
constrains our assessment of the business, especially when compared
with peers that operate other business units (such as wholesale or
retail brokerage).
K2 has consistently achieved strong net revenue growth, with a
compound annual growth rate of about 20% from 2020 through 2023.
This was driven by robust organic growth in the high-teens,
successful new program incubations, and disciplined merger and
acquisition (M&A) activity. In addition, despite some geographic
concentration--over half of total revenue comes from just five
states--we believe K2 has a fairly sturdy and diversified revenue
base. Contingent commissions represent a minimal portion of overall
revenues, and the company has a diverse breadth of carrier
partners, programs, and lines of business. The company also has a
proven track record of starting and growing new programs, which has
contributed to a flywheel effect of expanding distribution,
relationships, capacity, and written premiums. Since just four
years ago, K2's total gross written premiums have nearly doubled to
about $1.6 billion as of June 30, 2024 (though this is still
smaller than the written premiums managed by other rated peers,
such as Amynta and Truist Insurance Holdings). Also considering its
centralized operational functions, including centralized capacity
and account management, S&P believes K2 is generally well
positioned to remain on a solid growth trajectory and maintain
favorable operating trends through 2025.
Private equity sponsor Warburg Pincus LLC acquired a majority
interest in K2 in May 2023. S&P said, "In connection with that
transaction, the company issued $191 million of preferred equity,
which we include in our adjusted debt calculation. The primary
factors that lead us to view this preferred equity as a debt-like
obligation include single-entity ownership of the entire tranche,
accrual (that is, payment-in-kind) of a high coupon rate that
discourages deferral, material step-up clauses, and optional
redemption rights."
S&P said, "Pro forma for the proposed transaction, we estimate S&P
Global Ratings-adjusted leverage of 8.4x (or 6.1x excluding the
preferred equity) and funds from operations (FFO) cash interest
coverage of around 1.8x for the 12 months ended June 30, 2024.
While we expect modest improvements to leverage on steady earnings
growth and zero new debt issuances through 2025, we estimate a
slower pace of deleveraging due to the preferred equity's
payment-in-kind coupon feature, which leads to upward pressure on
our forecasted adjusted debt balances. Moreover, we believe K2 and
its financial sponsor will prioritize investments in the business
and use excess cash flows for internal initiatives or potential
shareholder distributions, rather than to pay down debt beyond
required amortization. We therefore see leverage remaining elevated
above 8.0x over the next 12 months. Together with our expectations
for FFO cash interest coverage of below 2.0x through 2025, we
believe the company's credit profile will remain in line with that
of other 'B-' rated peers over the forecast period."
SUNPOWER CORP: Committee Taps Pachulski Stang Ziehl as Counsel
--------------------------------------------------------------
The official committee of unsecured creditors of SunPower
Corporation and its affiliates seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Pachulski
Stang Ziehl & Jones LLP as its counsel.
The firm will render these services:
(a) assist, advise, and represent the committee in its
consultations with the Debtors regarding the administration of
these Chapter 11 cases;
(b) assist, advise, and represent the committee with respect
to the Debtors' retention of professionals and advisors with
respect to the Debtors' business and these cases;
(c) assist, advise, and represent the committee in analyzing
the Debtors' assets and liabilities, investigate the extent and
validity of liens and participate in and review any proposed asset
sales, any asset dispositions, financing arrangements, and cash
collateral stipulations or proceedings;
(d) assist, advise, and represent the committee in any manner
relevant to reviewing and determining the Debtors' rights and
obligations under leases and other executory contracts;
(e) assist, advise, and represent the committee in
investigating the acts, conduct, assets, liabilities, and financial
condition of the Debtors, their operations, and the desirability of
the continuance of any portion of those operations, and any other
matters relevant to the cases or to the formulation of a plan;
(f) assist, advise, and represent the committee in connection
with any sale of the Debtors' assets;
(g) assist, advise, and represent the committee in its
participation in the negotiation, formulation, or objection to any
plan of liquidation or reorganization;
(h) assist, advise, and represent the committee in
understanding its powers and its duties under the Bankruptcy Code
and the Bankruptcy Rules;
(i) assist, advise, and represent the committee in the
evaluation of claims and on any litigation matters; and
(j) provide such other services to the committee as may be
necessary in these cases.
The hourly rates of the firm's counsel and staff are as follows:
Partners $995 to $1,825
Of Counsel $1,075 to $1,295
Associates $795
Paraprofessionals $595 to $645
The firm provided the following information in response to the
request for additional information set forth in Paragraph D.1 of
the Fee Guidelines.
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments or
discounts offered during the 12 months prepetition. If your billing
rates and material financial terms have changed post- petition,
explain the difference and the reasons for the difference.
Response: The firm did not represent the client in the 12-month
period prepetition. The billing rates for the firm are disclosed in
the Application and are subject to periodic adjustment in
accordance with the firm's practice.
Question: Has your client approved your prospective budget and
staffing plan, and, if so, for what budget period?
Response: No.
Debra Grassgreen, Esq., a partner at Pachulski Stang Ziehl & Jones,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Debra Grassgreen, Esq.
Pachulski Stang Ziehl & Jones LLP
One Sansome Street, 34th Floor, Suite 3430
San Francisco, CA 94104
Telephone: (415) 263-7000
Facsimile: (415) 263-7010
Email: dgrassgreen@pszjlaw.com
About SunPower
Headquartered in Richmond, California, SunPower (NASDAQ: SPWR) --
https://www.sunpower.com/ -- is a residential solar, storage, and
energy services provider in North America. SunPower offers solar +
storage solutions that give customers control over electricity
consumption and resiliency during power outages while providing
cost savings to homeowners.
SunPower Corporation and nine of its affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del., Lead
Case No. 24-11649) on August 5, 2024. In the petition signed by
Matthew Henry as chief transformation officer, the Debtors
disclosed total assets of $1,219,276,283 and total debts of
$1,119,141,312 as of December 31, 2023.
The Debtors have engaged Richards, Layton & Finger, P.A. and
Kirkland & Ellis LP as bankruptcy counsel. Alvarez & Marsal North
America, LLC serves as financial advisor to the Debtors. Moelis &
Company LLC acts as investment banker to the Debtors, and Epiq
Systems Inc. acts as notice and claims agent.
SUNPOWER CORP: Committee Taps Province LLC as Financial Advisor
---------------------------------------------------------------
The official committee of unsecured creditors of SunPower
Corporation and its affiliates seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Province, LLC
as its financial advisor.
The firm's services include:
a. becoming familiar with and analyzing the Debtors' DIP
budget, assets and liabilities, and overall financial condition;
b. reviewing financial and operational information furnished
by the Debtors;
c. monitoring the sale process, interfacing with the Debtors'
professionals, and advising the Committee regarding the process;
d. scrutinizing the economic terms of various agreements,
including, but not limited to, various professional retentions;
e. analyzing the Debtors' proposed business plans and
developing alternative scenarios, if necessary;
f. assessing the Debtors' various pleadings and proposed
treatment of unsecured creditor claims therefrom;
g. preparing, or reviewing as applicable, avoidance action and
claim analyses;
h. assisting the Committee in reviewing the Debtors' financial
reports, including, but not limited to, statements of financial
affairs, schedules of assets and liabilities, DIP budgets, and
monthly operating reports;
i. advising the Committee on the current state of these
chapter 11 cases;
j. advising the Committee in negotiations with the Debtors and
third parties as necessary;
k. if necessary, participating as a witness in hearings before
the Court with respect to matters upon which Province has provided
advice; and
l. other activities as are approved by the Committee, the
Committee's counsel, and as agreed to by Province.
Province’s current standard hourly rates are:
Managing Directors and Principals $870 to $1,450
Vice Presidents, Directors, and
Senior Directors $690 to $950
Analysts, Associates, and
Senior Associates $370 to $700
Other / Para-Professional $270 to $410
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Paul Navid, a partner at Province, LLC, disclosed in a court filing
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Paul Navid
Province, LLC
2360 Corporate Circle, Suite 340,
Henderson, NV 89074
Tel: (702) 685-5555
Email: pnavid@provincefirm.com
About SunPower
Headquartered in Richmond, California, SunPower (NASDAQ: SPWR) --
https://www.sunpower.com/ -- is a residential solar, storage, and
energy services provider in North America. SunPower offers solar +
storage solutions that give customers control over electricity
consumption and resiliency during power outages while providing
cost savings to homeowners.
SunPower Corporation and nine of its affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del., Lead
Case No. 24-11649) on August 5, 2024. In the petition signed by
Matthew Henry as chief transformation officer, the Debtors
disclosed total assets of $1,219,276,283 and total debts of
$1,119,141,312 as of December 31, 2023.
The Debtors have engaged Richards, Layton & Finger, P.A. and
Kirkland & Ellis LP as bankruptcy counsel. Alvarez & Marsal North
America, LLC serves as financial advisor to the Debtors. Moelis &
Company LLC acts as investment banker to the Debtors, and Epiq
Systems Inc. acts as notice and claims agent.
TARRANT COUNTY SENIOR: Case Summary & 30 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Tarrant County Senior Living Center, Inc.
The Stayton at Museum Way
The Stayton
700 N. Pearl St.
Suite 1200
Dallas TX 75201
Business Description: Incorporated in 2006, Stayton owns and
operates a continuing care retirement
community in Fort Worth, Texas dedicated to
giving its residents a vibrant, active, and
independent lifestyle. Stayton offers its
senior residents a continuum of care in a
luxury campus-style setting, providing
living accommodations and related health
care and support services to a market of
seniors aged 62 and older.
Chapter 11 Petition Date: October 1, 2024
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 24-33082
Judge: T/B/D
Debtor's
Bankruptcy
Counsel: Martin A. Sosland, Esq.
Candice Carson, Esq.
BUTLER SNOW LLP
2911 Turtle Creek Blvd., Suite 1400
Dallas, TX 75219
Tel: (469) 680-5500
Fax: (469) 680-5501
Email: martin.sosland@butlersnow.com
candice.carson@butlersnow.com
- and -
Adam M. Langley, Esq.
Kenneth Groce, Esq.
BUTLER SNOW LLP
6075 Poplar Avenue, Suite 500
Memphis, TN 38119
Tel: (901) 680-7200
Fax: (901) 680-7201
E-mail: adam.langley@butlersnow.com
kenneth.groce@butlersnow.com
- and -
Xan Flowers, Esq.
BUTLER SNOW LLP
1819 Fifth Avenue North, Suite 1000
Birmingham AL 35203
Tel: (205) 297-2200
Fax: (205) 297-2201
E-mail: xan.flowers@butlersnow.com
Debtor's
Bond Counsel: BRACEWELL LLP
Debtor's
Noticing,
Claims &
Solicitation
Agent: KROLL RESTRUCTURING ADMINISTRATION LLC
Estimated Assets: $100 million to $500 million
Estimated Liabilities: $100 million to $500 million
The petition was signed by Jeff Gentry as SVP and chief financial
officer.
List of Debtor's 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Buckner Foundation Inc. Subordinated Debt $6,793,055
700 North Pearl Street plus accrued interest
Suite 1200
Dallas, TX 75201
Jeff Gentry
Phone: 214-758-8070
Email: jgentry@buckner.org
2. Person 1 [Redacted] Entrance Fee $779,900
Obligation
3. Person 2 [Redacted] Entrance Fee $779,900
Obligation
4. Person 3 [Redacted] Entrance Fee $784,072
Obligation
5. Person 4 [Redacted] Entrance Fee $689,900
Obligation
6. Person 5 [Redacted] Entrance Fee $685,297
Obligation
7. Person 6 [Redacted] Entrance Fee $599,700
Obligation
8. Person 7 [Redacted] Entrance Fee $519,900
Obligation
9. Person 8 [Redacted] Entrance Fee $505,080
Obligation
10. Person 9 [Redacted] Entrance Fee $487,500
Obligation
11. Person 10 [Redacted] Entrance Fee $487,500
Obligation
12. Person 11 [Redacted] Entrance Fee $483,904
Obligation
13. Person 12 [Redacted] Entrance Fee $472,005
Obligation
14. Person 13 [Redacted] Entrance Fee $441,909
Obligation
15. Person 14 [Redacted] Entrance Fee $419,320
Obligation
16. Person 15 [Redacted] Entrance Fee $391,410
Obligation
17. Person 16 [Redacted] Entrance Fee $381,900
Obligation
18. Person 17 [Redacted] Entrance Fee $369,900
Obligation
19. Person 18 [Redacted] Entrance Fee $367,254
Obligation
20. Person 19 [Redacted] Entrance Fee $287,671
Obligation
21. Person 20 [Redacted] Entrance Fee $287,671
Obligation
22. Person 21 [Redacted] Entrance Fee $279,864
Obligation
23. Person 22 [Redacted] Entrance Fee $270,960
Obligation
24. Person 23 [Redacted] Entrance Fee $277,965
Obligation
25. Person 24 [Redacted] Entrance Fee $265,335
Obligation
26. Person 25 [Redacted] Entrance Fee $261,919
Obligation
27. Person 26 [Redacted] Entrance Fee $38,990
Obligation
28. Person 27 [Redacted] Monthly Service $5,086
Fee Refunds
29. Superior Parking Services Trade Payable $3,850
10108 Poinsett Way
Fort Worth, TX 76108
Phone: 817-443-7356
30. Southwaste Disposal, LLC Trade Payable $1,198
PO Box 53988
Layfette, LA 70505
TARRANT COUNTY SENIOR: Returns to Chapter 11 for Bond Refinancing
-----------------------------------------------------------------
Tarrant County Senior Living Center, Inc., doing business as The
Stayton at Museum Way, returned to Chapter 11 bankruptcy to seek
confirmation of a prepackaged Chapter 11 plan that would refinance
its existing bond obligations.
Stayton owns and operates a best-in-class continuing care
retirement community ("CCRC") in Fort Worth, Texas, dedicated to
giving its residents a vibrant, active, and independent lifestyle.
Stayton offers its senior residents a continuum of care in a luxury
campus-style setting, providing living accommodations and related
health care and support services to a market of seniors aged 62 and
older.
On Jan. 1, 2020, Tarrant County Cultural Education Facilities
Finance Corporation, as issuer, and UMB Bank, National Association,
as former trustee, entered into an Indenture of Trust, pursuant to
which the Issuer issued Series 2020 retirement facility revenue
bonds in the initial principal amount of $112,261,464. The Issuer
loaned the proceeds of the Bonds to Stayton to provide for the
refinancing of a portion of the cost of acquiring, constructing,
and equipping the Facility. As of the Petition Date, the
outstanding principal amount owed by Stayton under the original
bond documents is $112,261,464.
Stayton relies on revenue generated by existing and new residents
to, among other things, maintain its day-to-day operations, service
its debt obligations, and honor its resident refund obligations.
In recent years, Stayton has faced challenges that have threatened
its ability to pay principal and interest on the Bonds and maintain
its operational stability.
To address its financial condition, Stayton engaged in extensive,
arm's-length negotiations with (i) Lifespace Communities, Inc,
Stayton's former not-for-profit sole corporate member, (ii)
Buckner, Stayton's current not-for-profit sole corporate member,
(iii) BOKF, N.A., as successor bond trustee and successor master
trustee (in either capacity, as applicable, the "Trustee"), and
(iv) the holders of at least 67% of outstanding aggregate principal
amount of all Bonds issued with a goal of achieving a consensual
restructuring, centered on a refinancing of its existing tax-free
municipal bond debt. This consensual restructuring is being
accomplished through various agreements including a Member
Substitution Agreement, Forbearance Agreement, a Subordinated Note,
and Plan Support Agreement that collectively provide for the
following (the "Refinancing Transaction"):
i. the substitution of Buckner as the sole member of Stayton
through a Membership Substitution Agreement, dated May 31, 2024
(the "Membership Substitution Effective Date");
ii. an agreement by the Trustee to forbear from exercising
remedies under the Original Bond Documents while Stayton pursues
the Bond Refinancing;
iii. an agreement by Buckner Foundation, Inc., to provide
$15,000,000 in additional liquidity to support the Refinancing
Transaction; and
iv. the commencement of a pre-packaged chapter 11 bankruptcy
proceeding to implement the Bond Refinancing.
Pursuant to the Plan and the First Day Pleadings, the Debtor seeks
to, among other things, (i) implement the Bond Refinancing; (ii)
pay all other Claims in the ordinary course of business as if the
Chapter 11 Case had not commenced; and (iii) assume all Executory
Contracts, including the Residency Agreements.
Given the Supporting Holder's support of the Refinancing
Transaction in which Holders of all Claims other than Bond Claims
remain Unimpaired, the Debtor elected to pursue a prepackaged
restructuring to, among other things, minimize the costs of the
Chapter 11 case and the impact on the Debtor's business. Therefore,
on Aug. 30, 2024, the Debtor commenced solicitation of votes
accepting or rejecting the Plan from Holders of Bond Claims, the
only Impaired Class entitled to vote under the Plan. As reflected
in the Voting Affidavit, 94.69% in number and 99.87% in amount of
the Holders of Bonds Claims have voted in favor of the Plan.
The Debtor submits that the Plan is in the best interests of the
Debtor's Estate, Creditors, and all other interested parties
because it will provide the Debtor with the relief it needs to
ensure its long-term ability to service its debt obligations,
fulfill its charitable mission, and honor its commitments to the
residents of Stayton.
About Tarrant County Senior Living Center
Incorporated in 2006, Tarrant County Senior Living Center, Inc.,
doing business as The Stayton at Museum Way --
https://www.thestayton.com/ -- is a not-for-profit corporation that
has built a senior living retirement community in Fort Worth,
Texas. Stayton operates a continuing care retirement community
that offers its senior residents a continuum of care in a
campus-style setting, providing living accommodations and related
health care and support services to a target market of individuals
aged 62 and older.
Stayton previously sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-33756) on Nov. 5,
2019, to seek confirmation of a plan that provides for the
refinancing of its municipal bond debt.
On Oct. 1, 2024, the Company again filed a voluntary petition for
relief under Chapter 11 of the United States Bankruptcy Code
(Bankr. N.D. Tex. Case No. 24-80068) to seek confirmation of a plan
that provides another refinancing of its bond.
The Debtor estimated assets and debt of $100 million to $500
million as of the bankruptcy filing.
The new case is pending before the Honorable Scott W. Everett.
In the 2019 case, the Debtor tapped DLA Piper LLP (US) as
bankruptcy counsel; Gilmore Bell, Esq., as bond counsel; and Louis
E. Robichaux IV at Ankura Consulting Group, LLC as chief
restructuring officer.
In the new case, the Debtor tapped Butler Snow LLP as counsel; and
Bracewell LLP as bond counsel. Kroll Restructuring Administration
LLC is the claims agent.
TCP SUNBELT: S&P Assigns 'B+' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level ratings and '2'
recovery ratings to the company's proposed credit facilities.
The stable outlook reflects S&P's expectation that favorable
industry tailwinds will drive operating performance improvement
resulting in healthy revenue growth and S&P Global Ratings-adjusted
EBITDA margins in the mid-20% area.
S&P said, "We believe Sunbelt Solomon will maintain a prudent
financial policy that will keep leverage below 4x despite the
financial-sponsor ownership. We forecast leverage increasing
temporarily to high-3x from recent acquisition-related costs but
anticipate it will decline to low-3x in the next two years. We
anticipate that the company's financial policy will support the
rating even with debt-funded acquisitions, and it will utilize its
free operating cash flow (FOCF) to lower leverage following any
sizable debt-funded acquisitions." The company has historically
maintained low leverage, notwithstanding its private-equity
ownership.
Sunbelt Solomon's leading position as a provider of transformer
maintenance and remanufacturing will allow it to capture positive
industry tailwinds. S&P said, "We forecast revenue growth close to
20% in the next two years as the company grows organically from
volume growth and pricing initiatives and integrates recent
acquisitions. We believe pent-up demand to replace aging
infrastructure, secular shifts toward renewable energy, grid
hardening, and demand for reliable electric supply and services
will support higher customer capital expenditure (capex) spend
toward power generation. We believe Sunbelt Solomon is well
positioned to capture these tailwinds as COVID-19 accelerated the
demand for remanufactured transformers because of supply chain
disruptions. We believe the recurring nature of its services will
further support revenue visibility."
S&P said, "We forecast modest margin compression in the next year
from higher costs on remanufactured inventory and acquisition
costs. We forecast cost-saving initiatives, including labor
efficiency measures, will keep S&P Global Ratings-adjusted EBITDA
margins stable in the mid-20% area. Sunbelt Solomon's recent
acquisitions will also add to its scale and enhance its offerings,
which we think will support pricing and margin improvement longer
term. The non-discretionary nature of the company's services, as
well as its small-project orientation, reduces margin variability,
which we believe safeguards margins from inflationary headwinds.
"Sunbelt Solomon's recent acquisitions enhance its scale, but its
small size and scope constrains our view of its business risk. The
company operates in a highly fragmented industry with both smaller
regional players and larger manufacturers offering a similar suite
of services. It faces significant competition and lacks the
diversity and scale of larger players (Siemens AG, ABB Ltd., TRC
Cos. LLC, Pike Corp.) in the broader energy infrastructure and
power delivery industry. We recognize some of these peers offer
products and services that are different from Sunbelt Solomon,
however we view the business dynamics including contract
negotiations as similar. These risks are partly offset by Sunbelt
Solomon's diverse end markets, strong customer relationships, and
full service offerings across the transformer life cycle.
"The stable outlook reflects our expectation that Sunbelt Solomon
will achieve revenue growth from acquisitions, favorable industry
tailwinds, and business initiatives, with adjusted EBITDA margins
in the mid 20% area."
S&P could lower its rating on Sunbelt Solomon if:
-- Operating performance weakens and the company struggles to
integrate acquisitions, leading to cost overruns; or
-- Sunbelt Solomon pursues an aggressive financial policy, leading
to S&P Global Ratings-adjusted debt to EBITDA exceeding 5x on a
sustained basis or FOCF to debt declining below 5%.
S&P could raise its rating on Sunbelt Solomon if:
-- It demonstrates strong operating performance;
-- Diversifies and broadens the business; and
-- Maintains a prudent financial policy with S&P Global
Ratings-adjusted debt to EBITDA below 4x and FOCF to debt above
10%.
TEREX CORP: S&P Rates New $750MM Senior Unsecured Notes 'BB-'
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level and '5' recovery
rating to Terex Corp.'s proposed $750 million senior unsecured
notes due 2032. S&P's '5' recovery rating reflects its expectation
for modest (10%-30%, rounded estimate: 25%) recovery in the event
of a default.
Terex plans to use the net proceeds, along with cash on hand and
its recently launched $1.25 billion term loan issuance, for its
acquisition of Dover Corp.'s Environmental Solutions Group (ESG)
business.
All other ratings on Terex, including the 'BB' issuer credit
rating, are unchanged.
Issue Ratings-Recovery Analysis
Key analytical factors
-- S&P assigned its 'BB-' issue-level rating and '5' recovery
rating to the company's proposed $750 million senior unsecured
notes due 2032. S&P's '5' recovery rating indicates its expectation
for modest (10%-30%, rounded estimate: 25%) recovery in the event
of a default.
-- The pro forma capital structure will include more secured debt,
which will limit recovery to the unsecured debt class.
-- Terex's capital structure will consist of approximately $2
billion of secured debt (revolver and term loan), and $1.3 billion
of senior unsecured debt.
-- Terex's obligor/nonobligor split has changed to 43% obligor/57%
nonobligor.
-- Terex's international subsidiaries provide a 65% stock pledge
to the secured debt.
-- S&P's simulated default scenario assumes a payment default in
2029 amid a sustained economic downturn that significantly reduces
demand for the company's equipment, severely deteriorating
operating performance and cash flow.
-- S&P values Terex on a going-concern basis using a 5.5x multiple
to derive its emergence enterprise value. The multiple reflects the
company's portfolio of brands, global reach, and good scale.
Following the recent acquisition of Dover's ESG business, Terex
will improve its scale and diversifies its end market exposure into
waste and recycling.
-- S&P's recovery analysis assumes that in a default scenario,
after satisfying unpaid priority and administrative expenses, the
first-lien secured debtholders would have very high (90%-100%;
rounded estimate: 90%) recovery and the unsecured debtholders would
have modest (10%-30%; rounded estimate: 25%) recovery.
Simplified default assumptions
-- Year of default: 2029
-- EBITDA multiple: 5.5x
-- EBITDA at emergence: $414.2 million
Jurisdiction: U.S.
Simplified waterfall
-- Net enterprise value (after 5% administrative expenses): $2.16
billion
-- Valuation split (obligor/nonobligor): 43%/57%
-- Priority claims: $44.1 million
-- Collateral value available to first-lien lenders
(collateral/noncollateral): $1.7 billion/$416.3 million
-- Estimated first-lien debt claims: $1.94 billion
--Recovery expectations: 90%-100% (rounded estimate: 90%)
-- Value available for unsecured lenders: $416.3 million
-- Estimated senior unsecured claims: $1.39 billion
--Recovery expectations: 10%-30% (rounded estimate: 25%)
Note: S&P said, "Debt amounts include six months of accrued
interest that we assume will be owed at default. Collateral value
includes asset pledges from obligors (after priority claims) plus
equity pledges in nonobligors. We generally assume usage of 85% for
RCF revolvers at default."
TERRA MANAGEMENT: Trustee to Auction Off Littleton's Assets
-----------------------------------------------------------
Jeffrey A. Weinman -- the Sale Trustee and Litigation Trustee under
the Modified Third Amended Joint Plan of Reorganization, Dated
February 16, 2024, of Terra Management Group LLC and Littleton Main
Street LLC -- asks the U.S. Bankruptcy Court for the District of
Colorado to authorize the sale of substantially all of affiliate
Littleton's property, free and clear of liens, claims,
encumbrances, and interests.
Littleton owns a 50-unit low income housing complex in Littleton,
Colorado, and Terra Management provides property management
services to Main Street and to residents at other affordable
housing complexes.
Weinman will oversee the sale. The Trustee has retained brokers,
Keen-Summit Capital Partners LLC and Colliers, Bennet & Kahnweiler
Inc., to assist with the listing and sale.
The Trustee has entered into arm's-length negotiations with the
stalking horse bidders, Main Street Apartments and C2 Capital
Partners LLC, to ensure that the property obtains the highest or
otherwise best offer or combination of offers.
The bidding deadline will be on November 15, 2024, and the auction
will be on November 21 at the offices of Ballard Spahr LLP, located
at 1225 17th Street, Suite 2300, Denver, Colorado 80202, or via
video-conference at the Trustee's election.
The objection deadline will be November 26, 2024 and the sale
hearing will be determined by the court, while the closing will be
by December 17.
The Trustee also requests to close the sale as soon as possible
after the hearing to maximize the value received for the property.
About Terra Management Group and
Littleton Main Street
Littleton Main Street LLC owns a 50-unit low income housing complex
in Littleton, Colorado. Terra Management Group, LLC provides
property management services to Main Street and to residents at
other affordable housing complexes.
Terra Management Group and Littleton Main Street filed their
voluntary petitions for Chapter 11 protection (Bankr. D. Colo. Lead
Case No. 21-15245) on Oct. 15, 2021. J. Marc Hendricks, president
and manager of Terra Management Group, signed the petitions. At the
time of the filing, Terra Management Group listed up to $100,000 in
assets and up to $50 million in liabilities while Littleton listed
as much as $50 million in both assets and liabilities.
The Hon. Kimberley H. Tyson is the case judge.
The Debtors tapped Michael J. Pankow, Esq., at Brownstein Hyatt
Farber Schreck, LLP as legal counsel, and Haynie & Company as tax
accountant.
On February 16, 2024, the Debtors filed their Modified Third
Amended Joint Chapter 11 Plan of Reorganization, Dated January 16,
2024. The Court confirmed the Amended Plan by order entered on
March 18, 2024.
TEXAS CORE ENERGY: May Sell Property to Peter Lyden for $750,000
----------------------------------------------------------------
Texas Core Energy LLC sought and obtained authority from the U.S.
Bankruptcy Court for the Northern District of Texas, Lubbock
Division, to sell its real property in Gregg County, Texas, to
Peter Lyden for $750,000.
Pioneer Bank FSB holds a first lien against the property on account
of a deed of trust securing its $3,581,642 claim. The debt is
further secured by the Debtor's other assets including equipment,
machinery, inventory, and accounts receivable. The Court held that
upon closing of the sale the net proceeds, less normal closing
costs, attorneys' fees associated with the sale, realtor
commissions and any ad valorem taxes due and owing, must be paid
over to Pioneer.
The Debtor notes Julie Woods and Associates, its realtor, is
entitled to a 6% commission on the sale price of the property.
According to the Debtor, as with standard real estate transactions,
the sales commission will be split equally with the buyer's agent,
Formation Real Estate LLC.
Counsel to Pioneer Bank FSB:
Ryan Bigbee, Esq.
BIGBEE & CURTIS, LLP
P.O. Box 53068
Lubbock, TX 79453
About Texas Core Energy
Texas Core Energy, LLC is engaged in the design and fabrication of
API Tanks and ASME Vessels. The company is based in Lubbock,
Texas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Texas Case No. 23-50021) on Feb. 14,
2023, with up to $10 million in assets and up to $50 million in
liabilities. Taha Habib, manager, signed the petition.
Judge Robert L. Jones oversees the case.
Brad W. Odell, Esq., at Mullin Hoard & Brown, LLP, represents the
Debtor as legal counsel.
Katharine Battaia Clark of Thompson Coburn, LLP has been appointed
as Subchapter V Trustee.
* * *
The Debtor's Small Business Subchapter V Plan of Reorganization was
confirmed on July 6, 2023, and the Debtor has been operating under
the provisions of the confirmed Plan.
TINY PIECES: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Tiny Pieces, LLC
1926 Spring Garden Street
Unit 5
Philadelphia, PA 19130
Business Description: The Debtor is engaged in activities related
to real estate.
Chapter 11 Petition Date: September 30, 2024
Court: United States Bankruptcy Court
Eastern District of Pennsylvania
Case No.: 24-13515
Judge: Hon. Ashely M Chan
Debtor's Counsel: Roger V. Ashodian, Esq.
REGIONAL BANKRUPTCY CENTER OF
SOUTHEASTERN P.A., P.C.
101 West Chester Pike, Suite 1A
Havertown, PA 19083
Tel: (610) 446-6800
E-mail: ecf@schollashodian.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Asmaro Gist as managing member.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
https://www.pacermonitor.com/view/VDYEHVI/Tiny_Pieces_LLC__paebke-24-13515__0001.0.pdf?mcid=tGE4TAMA
TOSCA SERVICES: Moody's Affirms Caa1 CFR, Rates New Term Loan B2
----------------------------------------------------------------
Moody's Ratings affirms Tosca Services, LLC's corporate family
rating at Caa1 and its probability of default rating at Caa1-PD. At
the same time, Moody's also appended a limited default designation
("/LD") to the PDR following completion of a transaction which
Moody's deem as a distressed exchange. Concurrently, Moody's
assigned a B2 rating to Tosca's $100 million first out new money
senior secured term loan A due November 2028 and a Caa2 rating to
the $605 million second out exchanged senior secured term loan B
due November 2028. Moody's also withdrew the Caa1 rating on Tosca's
senior secured first lien term loan, as the obligations are no
longer outstanding given the completion of the exchange. The
outlook remains negative.
The rating affirmation reflects high leverage, weak interest
coverage, and negative free cash flow that Moody's expect over the
next 12-18 months. While liquidity has improved from partial
repayment of ABL borrowings, as a result of this transaction,
timing of capital spend and realization of cash flow benefits from
new business are out of sync, likely requiring Tosca to continually
rely on its ABL to fund growth.
The negative outlook reflects Moody's expectation of continued
negative free cash flow, due to necessary capital expenditures to
fund new business, and the delay in the realization of their cash
flow benefits.
Governance considerations are relevant to the rating action,
including risks from an aggressive financial policy with an
elevated debt load.
RATINGS RATIONALE
The restructuring of Tosca's capital structure improved the
company's liquidity with the partial repayment of the $187 million
ABL revolver. However, this transaction increased total debt by
$20 million and Moody's expect debt leverage (Moody's adjusted) to
remain high at around 8.0x through 2025. Furthermore, Moody's
expect free cash flow to be negative over this timeframe, as the
company's capital expenditures remain at about $80 million, or 16%
of revenue. Therefore, with minimal cash on the balance sheet,
Tosca is likely to use its ABL revolver to fund operations.
Tosca's liquidity is weak. The company has increased availability
on its ABL revolver with this transaction, but Moody's expect the
company to generate negative free cash flow through 2025,
increasing the likelihood of future ABL borrowings. Capital
expenditures are necessary to fund new business wins, but there is
a delay in cash flow realization of around six months to a year
from when this capital is spent. The new second out term loan has a
PIK interest feature for the first six quarters. The PIK feature
will soften Tosca's cash interest burden, but in turn will increase
absolute debt outstanding. Cash on the balance sheet, which has
trended around $10 million in the past few quarters, will be $16
million post this transaction.
The newly issued first out new money term loan is rated B2, two
notches above the Caa1 CFR, reflecting its priority lien on the
collateral and limited proportion of the loan in the debt capital
structure with loss absorption provided by the lower tranches.
The new second out exchanged term loan is rated Caa2, one notch
below the Caa1 CFR, reflecting its contractual subordination to the
first out new money term loan and ABL.
ENVIRONMENTAL, SOCIAL, GOVERANCE CONSIDERATIONS
Governance is a key consideration among the environmental, social,
and governance (ESG) factors for Tosca's ratings. The company's
exposure to governance risks reflects its aggressive financial
strategy and risk management, including a highly leveraged capital
structure. The governance score also considers the distressed
exchange to address Tosca's liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade the rating if the company maintains at least
adequate liquidity and achieves sustained improvement in operating
results to attain a more sustainable capital structure.
Moody's could downgrade the rating if there is deterioration of
liquidity and an increased likelihood of a debt restructuring.
Headquartered in Atlanta, Georgia, Tosca Services, LLC manages,
refurbishes and rents reusable plastic containers for the
perishable food industry including case ready meat, eggs, cheese,
poultry, seafood, and produce. Tosca has been owned by funds
advised by the private equity firm Apax Partners since 2017.
Revenue for the last twelve months ended June 30, 2024 was $497
million.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
TRAVEL + LEISURE: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has affirmed Travel + Leisure Co.'s (TNL) Long-Term
Issuer Default Rating (IDR) at 'BB-'. The Rating Outlook Stable.
The rating reflects TNL's top-three position in the timeshare
industry, strong free cash flow and leverage profile. The recurring
nature of the timeshare operating model consistently generates
positive free cash flow, with flexible inventory investment. TNL's
acquisition of Accor and partnership with Sports Illustrated
provides an opportunity to expand network offerings and earnings.
This momentum is somewhat offset by recent increase in loan loss
provision, exchange business declines, and general exposure to the
discretionary travel industry. Amid such factors and capital
allocation strategy, Fitch expects EBITDA leverage to remain in the
range appropriate for the 'BB-' rating.
Key Rating Drivers
Stable Leverage Profile: TNL ended 2023 with EBITDA leverage of
4.1x, down from 4.4x the prior year, primarily due to EBITDA
growth. Fitch's leverage calculation includes TNL's net interest
margin from timeshare financing, marking a variation from criteria.
Fitch excludes related nonrecourse debt and applies an adjustment
to ensure proper capitalization of the company's captive finance
operations. TNL targets a net debt/adjusted EBITDA ratio of
2.25x-3.00x, which includes financing income, nets gross recourse
debt with cash and excludes nonrecourse debt.
The company currently operates above its TNL-defined net leverage
but plans to de-lever through EBITDA growth. A shareholder-focused
capital allocation strategy has temporarily pushed net leverage
outside the stated threshold. In 2024, TNL has already returned
over $160 million to shareholders through dividends and
repurchases. Fitch assumes excess cash will continued to be used
for repurchases and dividends, while maturing debt will be
refinanced.
Solid Operating Model: TNL generates a substantial portion of
revenue from recurring sources, at roughly 75% of 2023 revenue.
These predominantly consist of vacation ownership interests (VOI)
upgrade sales, property management fees, consumer financing,
exchange transactions and subscription revenue. The operating model
is also prepaid by nature, as roughly 80% of the 816,000 owners as
of Dec. 31, 2023 have no loans outstanding. Fitch views these
factors positively, as they provide greater visibility for future
revenue and offer a buffer against inflationary pressures or
economic downturns, given the lock-in rate component.
Mixed Performance: Recent performance demonstrates TNL's ability to
attract new owners and improve margins to counter declines in
exchange members and increases in loan losses. The company expects
elevated delinquencies for the remainder of 2024 after experiencing
pressure on its loan portfolio in the first half this year. The
loss primarily stems from customers with below 700 FICO scores,
which represent roughly 24% of the portfolio as of 2Q24. Despite
this, TNL increased its full year guidance for volume per guest
based on strong sales performance.
In the travel and membership segment, the steady decline in
exchange members and transactions has been offset by higher-margin
business, maintaining overall flat EBITDA levels. The high interest
rate environment has also squeezed financing profits, but this is
expected to improve as interest rates decrease.
Exchange Business Uncertainty: Uncertainty surrounds future
fluctuations in the exchange business outlook due to the industry's
evolving nature. The increasingly consolidated industry poses
challenges for the exchange business, as a single dominant
timeshare company can fulfill an array of existing options.
However, TNL's Resort Condominium International (RCI) exchange
platform stands out compared to peers due to its expansive network
as one of the two largest timeshare exchange networks. This segment
provides for greater diversification across revenue streams and
geographies due to its sheer scale.
Well-Positioned in a Competitive Industry: With 245 resorts
concentrated in destination cities, TNL is the largest timeshare
operator based on owner families, which provides economies of scale
and facilitates third-party marketing relationships. TNL is well
positioned within the timeshare industry and has a diversified
portfolio of vacation ownership brands operating under the Wyndham
Destinations business line, including Club Wyndham, WorldMark by
Wyndham, Margaritaville Vacation Club, Sports Illustrated Resorts,
Accor Vacations Club.
TNL has one of the strongest loyalty programs in the industry,
which has proven crucial to drive repeat business. TNL's Blue
Thread partnership with Wyndham serves as an important source of
lead generation, producing roughly 10% of new owner tours in 2Q24,
with a volume per guest 20% higher than other new owner channels.
TNL's acquisition of brands such as Sports Illustrated positions
the company to take advantage of additional new customer growth.
Industry Cyclicality: The domestic timeshare market is mature, with
above-average economic cyclical sensitivity owing to the consumer
discretionary nature of the product. The industry has a variety of
competitive alternatives, including hotels and alternative lodging
accommodation businesses, such as Airbnb, Inc., Vrbo and FlipKey.
The consolidation of the industry into smaller but well-capitalized
companies has allowed the industry to sustain and recover more
quickly from economic downturns.
Variation from Published Criteria: Fitch's "Corporate Rating
Criteria" calls for deconsolidation of the company's financial
services operations and assumes a hypothetical capital injection to
achieve the target standalone capital structure. A variation from
Fitch's Corporate Rating Criteria was made as Fitch-adjusted EBITDA
incorporates income earned from the company's financial services
operations.
Fitch considers the cash generated by Wyndham Consumer Finance,
Inc., the wholly-owned consumer financing subsidiary, which flows
up directly to TNL, to be relatively stable and sustainable.
Therefore, its inclusion better depicts the company's true
operating position, as this cash flow supports TNL's ability to
service debt and finance its operations.
Derivation Summary
TNL's ratings reflect its strong position in the timeshare industry
and the diversification benefits of its less capital-intensive
exchange business. The ratings are constrained, however, by
moderately high financial leverage and by the discretionary nature
of timeshare sales.
TNL is the largest timeshare operator, with close to 816,000 owner
families in its system. Comparable peers by size include Marriott
Vacations, with 700,000 owner families, followed by HGV, with
720,000 members.
TNL's and Marriott Vacations' revenues are diversified relative to
HGV due to the inclusion of their respective timeshare exchange
networks, RCI and Interval International. Marriott Vacations gained
access to Interval's network through its 2018 acquisition of
Interval Leisure Group (ILG). Additionally, Marriott Vacations has
greater brand diversification relative to HGV and TNL through its
relationship with Marriott International, Inc. and ILG's exclusive
licenses to use the Starwood and Hyatt timeshare brands.
HGV's recent acquisition of Diamond Resorts International, Inc.
further broadens HGV's addressable market through an expanded
regional network in the U.S. as well as a wider range of products
and price points, speaking to the increasingly consolidated nature
of the timeshare industry, made up of a few large players.
Key Assumptions
- Total revenues grow by low single digits in 2024 through 2027;
- EBITDA Margins at approximately 24% through 2027
- Financing income and expense included within EBITDA;
- Base interest rates applicable to the company's outstanding
variable rate debt obligations reflect current SOFR forward curve;
- Capital return through share repurchases and dividends totaling
roughly $400 million in 2024 through 2027;
- All debt maturities through 2027 addressed by refinancing.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- EBITDA leverage sustaining below 3.0x;
- Greater cash flow diversification by brand and/or business line;
- Evidence of through-the-cycle sustainability in the company's
capital light inventory sources such that it does not materially
affect TNL's financial flexibility and operational strategy.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Severe disruption in the asset-backed securities (ABS) markets
such that TNL needs to provide material support to its captive
finance subsidiary;
- Consistently negative FCF and material decline in liquidity;
- EBITDA leverage sustaining above 4.0x.
Liquidity and Debt Structure
Adequate Liquidity Profile: At 2Q24, TNL had $166 million in cash
and cash equivalents and $694 million of available capacity under
its $1.0 billion revolving credit facility. Near-term maturities
represent approximately 18% and 26% of total debt maturing in 2025
and 2026.
Because TNL is reliant on the ABS market to help fund its timeshare
customer lending activities, a significant economic downturn
resulting in tightened credit markets could pressure TNL's
securitization market access and potentially require the company to
provide support to its finance subsidiary. This risk is somewhat
mitigated by the company's annual extension of its two-year $600
million receivable securitization warehouse facility.
As of 2Q24, the combined availability of TNL's U.S. dollar and
Australian dollar/New Zealand dollar conduit facilities totaled
$342 million, with capacity of $749 million ($407 million
outstanding).
Under Fitch's "Corporate Rating Criteria" treatment for corporate
issuers with captive finance subsidiaries, Fitch calculates an
appropriate target debt/equity ratio for the finance subsidiary
based on its asset quality, funding and liquidity. If the finance
subsidiary's target debt/equity ratio, based on Fitch's
calculations, is lower than the actual ratio, Fitch assumes the
parent injects additional equity into the finance subsidiary to
bring the debt/equity ratio down to the appropriate target level.
Fitch's "Corporate Rating Criteria" assumes the corporate entity,
TNL, funds the capital injection either by an increase in gross
debt, a reduction in cash or a combination of the two. On an
as-reported basis, Fitch considers the effect of this equity
injection in its analysis of TNL's credit profile vis-à-vis an
increase in gross debt.
For TNL's captive finance subsidiary, Fitch calculates an
appropriate target debt/equity ratio of 2.0x, which is below the
actual ratio in the high-single digits as of YE 2023. As a result,
Fitch makes an adjustment by adding $304.3 million of nonrecourse
timeshare receivable debt to its adjusted leverage calculation for
TNL. This represents the capital injection needed to bring its
captive finance subsidiary's debt/equity ratio down to 2.0x.
Given TNL's strong FCF profile, Fitch expects cash will accumulate
through the forecast above an assumed minimum amount required for
operations through the cycle. On a forward basis, Fitch assumes TNL
will build readily available cash with retained FCF after assumed
share buybacks, net working capital requirements and net
acquisitions. This results in Fitch's captive finance debt
adjustment beginning to be allocated in forecast metrics as a
reduction to cash rather than solely an increase to gross debt.
Fitch forecasts TNL having sufficient cash to support the
hypothetical capitalization of the finance subsidiary and what
Fitch assumes to be its operational cash needs.
Issuer Profile
Travel + Leisure, Co. (NYSE:TNL) is a timeshare company that
operates in two segments. Within its Vacation Ownership segment,
TNL develops, markets, sells and manages VOIs and provides consumer
financing in connection with the VOI sales. Through the Travel and
Membership segment, TNL operates the world's largest vacation
exchange network, Resorts Condominium International.
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
----------- ------ -------- -----
Travel + Leisure Co. LT IDR BB- Affirmed BB-
senior secured LT BB+ Affirmed RR2 BB+
US FOODS: Moody's Rates New $500MM Senior Unsecured Notes 'Ba3'
---------------------------------------------------------------
Moody's Ratings assigned a Ba3 rating to US Foods, Inc.'s proposed
$500 million senior unsecured notes due 2033. 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 the proposed $500 million senior unsecured notes,
together with a new $725 million term loan due 2031, will be used
to refinance its existing $1.1 billion (outstanding amount) term
loan due 2026, pay down $112 million of the existing term loan due
2028, and pay for fees and expenses. The transaction will be
leverage neutral.
RATINGS RATIONALE
US Foods' Ba2 CFR reflects the company's scale and market position
as a top 3 competitor 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 RATING
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 as of twelve months ended June 29, 2024. The
company serves the restaurant, healthcare, hospitality, education,
and other end markets.
The principal methodology used in this rating was Distribution and
Supply Chain Services published in February 2023.
VENTURE GLOBAL: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has assigned a 'B-'/'RR6' rating to Venture Global
LNG Inc's (VGLNG) proposed preferred stock. Fitch has also affirmed
VGLNG's Long-Term Issuer Default Rating (IDR) at 'B+'. The senior
secured notes have also been affirmed at 'BB'/RR2. The Rating
Outlook is Stable.
The preferred stock is VGLNG's unsecured obligation and will rank
junior and subordinate in right of payment to the company's
existing and future senior indebtedness. The preferred stock
issuance qualifies for 50% equity credit under Fitch's criteria due
their permanence, subordinate priority and the option to defer
interest payments on a cumulative basis. Proceeds from the issuance
will be used for general corporate purposes.
VGLNG's ratings reflect the volatility of its commodity-linked
revenue streams, along with the large capex construction and
development risk at its underlying liquefaction projects. These
risks are weighed against a strong contract base and favorable
market conditions globally for LNG suppliers. The company derives a
majority of its cashflows from early commissioning and excess
capacity cargos which have commodity price exposure. VGLNG's
obligations are also backed by long-term Sales and Purchase
Agreements (SPAs) with largely investment-grade counterparties,
comprised of 20 customers across three projects.
The Stable Outlook reflects strong cash flow generation under
Fitch's assumptions and its expectation that the company will
manage the large scale, multi-year construction projects in a
credit supportive manner such that leverage does not exceed Fitch's
downgrade thresholds on a sustained basis.
Key Rating Drivers
High Commodity Exposure: Fitch believes VGLNG's approach to fund
future LNG plants with the early cargo sales and excess capacity
revenues exposes the company to significant commodity risk.
Cashflows are sensitive to LNG margins, realization of excess
capacity and commissioning start dates. The mid-scale modular
trains produce substantially more LNG cargos during commissioning
than a typical stick-built large-scale LNG Train, which are
available before the long-term SPAs commence.
The equipment and the configuration of the plants can likely
produce excess cargos over and above what is required to service
the SPAs. While as yet unproven, Fitch expects 15%-20% excess
production is possible from these plants, based on general industry
practices. Fitch expects a subsidiary of VGLNG, VG Commodities
(VGC) will sell these cargos into the short-term market on a
rolling basis. Together, under its base case, Fitch expects these
commodity-linked revenue streams will produce over around
two-thirds of total revenues on a consolidated basis in 2024-2028
time period, with the remainder being derived from contracted
sales.
Priority Access to Commodity Cashflows: VGLNG's debt obligations
benefit from early cargo revenues generated both during the
commissioning period of its projects, and post the consolidation of
VGC, any excess capacity sales generated post COD. These cashflows
now flow directly to VGLNG, (after paying a small fee to the
projects that covers commodity costs, variable O&M and a fixed fee)
bypassing the project debt waterfall and significantly boosting
cash available for debt service, reducing the HoldCo's reliance on
subordinated project cash flows derived from the SPAs.
Favorable Global LNG Markets: VGLNG started commissioning of its
first project, Venture Global Calcasieu Pass, LLC (VGCP) in 2022.
It benefitted from the market basis differential between Henry Hub
(HH) gas and Title Transfer Facility, the European LNG hub, which
were at historic highs. However, global LNG pricing has since
returned closer to historic norms and will vary based on global
supply and demand.
This could impact the FCF available for VGLNG to finance its future
projects and meet debt obligations. With continuing displacement of
Russian LNG supply, delays in the development of additional
capacity, and growth in Asia, demand for U.S.-produced LNG
continues to be strong, and is supportive of spreads likely to be
realized by VGLNG.
Volatility in Credit Metrics Likely: Under Fitch's assumptions,
Holdco-only FFO Leverage (total Holdco debt divided by cash
available for debt service after maintenance capex) averages around
3.0x over the forecast period through 2028. On a proportionally
consolidated basis, leverage (total consolidated debt to
proportional EBITDA) averages around 7.0x during through 2028 but
peaks at around 9.0x in the near term, during a period of high
capex and declining global spot prices. The peak leverage
highlights the commodity risk and is also sensitive to realization
of excess capacity at the projects. Strong cash flow generation in
the Fitch rating case, partially offsets this risk.
Arbitration Proceedings Create Uncertainty: The first project, a 10
mtpa nameplate mid-scale LNG facility, Venture Global Calcasieu
Pass, LLC (VGCP) is already producing cargos. Due to a defect in
the heat recovery system, declared a force majeure (FM) event, its
commercial operation date (COD) is expected around YE 2024. As a
result, supply to the SPA customers has not commenced and all six
major customers have filed arbitrations proceedings.
According to management, the sole remedy for a buyer under the SPAs
in the case of a delay of COD is a voluntary right to termination
under the contract - there are no damages or liabilities associated
with delaying COD due to a FM event. Total liability under the SPAs
is capped. The first hearing occurred in September 2024; however,
uncertainty around the timing and the final resolution creates
additional risks for the company. Though currently unexpected, any
significant adverse decisions in the arbitration proceedings would
likely result in a negative rating action.
Ongoing Construction Risk: VGLNG's construction projects will
continue through the forecast period into 2028 and beyond. LNG
projects are considered to be amongst the most complex in Fitch's
midstream coverage. Further upward rating momentum will be
predicated on successfully managing this risk. Construction on
Venture Global Plaquemines LNG, LLC (VGPL), a 20 mtpa nameplate
mid-scale LNG facility, was 83% complete at July 31, 2024, with
first LNG production expected shortly.
Total cost is expected to be around $20 billion. At the same time,
the VGLNG has started development work on the third project, CP2,
ahead of receiving a full Department of Energy clearance, with
total expected costs around $26 billion. Longer term delays or
other impediments in receiving permits would adversely impact cash
flow assumptions.
Contractor Bankruptcy: VGPL utilizes a proven mid-scale
liquefaction technology, but has potential scale-up and interface
risks through its multi-contractor structure. Bankruptcy of Zachry
Group, a key contractor increases completion risk along with the
owner-led multi-contractor strategy. These risks are partially
mitigated by the construction progression, experienced specialized
contractors, performance security, an above average contingency and
incentives for early completion. Additionally, VGCP has continued
to perform well, operating reliably through the weather events it
has experienced to date, with no major outages.
Derivation Summary
VGLNG is a midstream corporation with two projects under
construction. Advanced capital equipment purchases are underway for
a third project. The first project, a 10 mtpa facility in Calcasieu
Pass, LA, began commissioning in 2022. The majority of the cashflow
is from sales of early commissioning LNG cargos in the global spot
market. Additionally, its operations are supported by long-term
take-or-pay contracts with a diverse mix of predominately
investment grade customers, similar to peer Cheniere Energy Inc.
(CEI; BBB-/Stable). CEI is a midstream corporation with the largest
LNG production and export facilities (60 mtpa) in the U.S. and
second largest globally.
VGLNG's obligations are backed by long-term SPAs with largely
investment-grade counterparties, comprised of 20 customers across
the three projects, VGCP, VGPL and CP2. Each SPA provides revenue
from a fixed-capacity fee paid regardless of LNG volumes lifted and
a commodity-based variable fee on LNG volumes delivered, equal to
115% of current HH prices. The contracts are almost all 20 years.
VGCP has two short-term contracts of five years or less (15% of
capacity). Additional revenues generated from early cargos and
excess capacity directly support debt service at VGLNG.
Regarding cash flows from SPAs, VGLNG's obligations are
structurally subordinate to about $16.5 billion of its operating
subsidiaries' project obligations, which were used to fund the
construction of the LNG facilities and related lateral pipelines.
CEI has a similar structure, with its obligations subordinate to
about $16.0 billion of project debt and $4.9 billion of
intermediate holding company debt. Both are subject to distribution
tests that could impede distributions to the parent companies.
While both VGLNG and CEI receive revenues from short term market
sales, the early cargo revenues are a larger portion of total cash
flow for VGLNG compared to CEI.
CEI has greater scale, operating two seasoned projects, Sabine Pass
Liquefaction (BBB+/Stable) and Cheniere Corpus Christi Holdings,
LLC (BBB+/Stable), with expected debt service coverage ratios
(DSCRs) well in excess of its distribution coverage test,
mitigating the concern over distribution lock-ups ultimately to the
parent. While VGLNG generates revenues from early cargos and excess
capacity, those revenues, in Fitch's opinion, are not as
predictable, and subject to commodity price risk.
VGLNG's leverage is considerably higher than CEI, on a
proportionally consolidated basis, averaging around 7.0x during the
forecast. CEI's Fitch forecasted leverage is between 4x-4.5x after
2024. The difference in construction risk, cashflow predictability,
scale and leverage account for the difference in the ratings.
Key Assumptions
- VGCP, nearly complete, reaches COD in 1H25, and the SPA contracts
begin only after that. Nameplate capacity of 10 mtpa is fully
contracted and generates additional liquefaction fees on the excess
capacity above nameplate, which is sold as merchant cargos;
- Construction at VGPL continues on schedule consistent with
management expectations of about $20 billion cost, reaching first
commissioning in 2024. The non-recourse project term loan is
refinanced in 2027 at a rate of 8%, when COD occurs. Nameplate
capacity of 20 mtpa is fully contracted and generates additional
liquefaction fees excess capacity above nameplate, which is sold as
merchant cargos;
- Construction of CP2 is in line with management expectations, at a
cost of about $26 billion, and the Phase 1 reaches COD at the end
of 2029. The first phase of the third project, CP2, is currently
close to 64% contracted and assumed to be fully contracted during
the operating period;
- Additional projects are not funded during the forecast period;
- No further expansions at any project;
- The Fitch price deck for oil and natural gas informs the
assumptions for natural gas, crude, LNG and the unhedged volumes.
The Fitch operating margin under the rating case for the early
commissioning cargos is as follows: 6.00/MMBtu in 2024, $5.00/MMBtu
in 2025, $4.00/MMBtu in 2026 and $3.0/MMbtu in 2027 and 2028;
- Operating costs at the projects are assumed to be 10% higher than
management's assumptions;
- Base interest rates reflect the Fitch Global Economic Outlook.
Recovery Analysis
- Fitch evaluates the recovery profile from the Holdco's
perspective. Fitch estimates the Holdco's going-concern value was
greater than the liquidation value, despite the high equity value
retained by VGLNG in VGCP and VGPL. The going concern EBITDA
estimate at the Holdco is $3,500 million. It is a measure of
Fitch's view of a sustainable, post-reorganization EBITDA level
upon which Fitch bases the valuation of the company. Fitch
calculated administrative claims to be 10%, which is the standard
assumption.
- Fitch assumes the default occurs in 2025 during a period of
depressed LNG spot market pricing lowering excess capacity
revenues, VGCP begins to operate under the long-term SPAs as it
reorganizes and there are delays at VGPL. As per criteria, the
going concern EBITDA reflects some residual portion of the distress
that caused the default;
- A 4.0x going-concern EBITDA multiple was used, which reflects the
default occurring during construction and the reorganization would
be impacted by the complexity and large scale of the construction
project. The outcome is a 'BB'/'RR2' rating for the senior secured
debt;
- The recovery reflects the lien status of the senior notes, after
the redeemable preferred units at Calcasieu Pass Funding, LLC;
- There have been a limited number of bankruptcies within the
midstream sector. Two recent gathering and processing bankruptcies
of companies indicate an EBITDA multiple between 5.0x and 7.0x, by
Fitch's best estimates. In its recent Bankruptcy Case Study Report,
"Energy, Power and Commodities Bankruptcies Enterprise Value and
Creditor Recoveries", published in September 2021, the median
enterprise valuation exit multiple for the 51 energy cases with
sufficient data to estimate was 5.3x, with a wide range of
multiples observed.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Reach COD for VGCP and commissioning of VGPL;
- Reduction in the reliance on commodity price exposed cashflows;
- Favorable resolution of arbitration proceedings;
- Reduction in the refinancing exposure at VGPL resulting in
improved distributions to VGLNG.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Significant weakness in global LNG prices, or decline in spreads
realized by the company pressuring the company's cash flow
generation from early cargoes;
- Holdco-only FFO leverage above 4.0x on a sustained basis or
proportionally consolidated leverage above 7.0x on a sustained
basis;
- Any construction issues that significantly increase costs, cause
delays or results in deteriorating cash flows;
- A significant adverse ruling in arbitration proceedings,
currently not anticipated;
- A material increase in Holdco debt such that the recovery profile
is weaker, resulting in a negative rating action for the secured
debt;
- A multi-notch downgrade or financial distress of any significant
SPA counterparty.
Liquidity and Debt Structure
Sound Liquidity: VGLNG and its subsidiaries have sound liquidity.
As of June 30, 2024, VGLNG had about $3.03 billion of unrestricted
cash. Going forward, Fitch expects the company will maintain about
$1.5 billion of unrestricted cash for its liquidity needs at the
Holdco level. About $1.4 billion of additional cash is restricted
to support project level debt service reserve funds and for
construction reserves. Each project has a working capital facility
to support its needs, primarily natural gas purchases.
Distributions can be made to VGLNG from VGCP and VGPL as long as
the DSCR is greater than 1.25x in the next 12 months and the
previous 12 months, subject, in the case of VGPL, to achieving
certain agreed upon construction milestones.
VGLNG and its subsidiaries have several maturities in the near
term. At the project level, the remaining VGCP term loan is due
August 2026. The majority of the term loan has been refinanced with
four series of non-recourse, project level bonds. These bonds have
bullet maturities in 2028-2033. Fitch assumes the remaining term
loan will be refinanced in a similar manner with non-recourse debt.
At VGPL, there is a term loan that is due in 2029.
Issuer Profile
Venture Global LNG, LLC is an energy company that develops, builds
and operates LNG for export under long term sales and purchase
agreements. It is currently commissioning a 10 mtpa natural gas
liquefaction and LNG export facility and is developing three
additional plants, with 74.4 mtpa total nameplate 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 Recovery Prior
----------- ------ -------- -----
Venture Global
LNG, Inc. LT IDR B+ Affirmed B+
senior secured LT BB Affirmed RR2 BB
preferred LT B- New Rating RR6
VENUS CONCEPT: Consummates $15M Debt-to-Equity Exchange Transaction
-------------------------------------------------------------------
Venus Concept Inc. announced that on Sept. 26, 2024, the Company
exchanged $15.0 million of its senior debt held by affiliates of
Madryn Asset Management, LP for 203,583 shares of its Series Y
preferred stock. Following this transaction, the Company had total
debt obligations of approximately $34.6 million, down 25% from
$46.0 million outstanding as of June 30, 2024 and down 54% from
$74.9 million outstanding as of Dec. 31, 2023.
"We continue to execute on our transformation plan and today's
transaction brings us another step closer to optimizing our capital
structure and debt profile for the business," said Rajiv De Silva,
chief executive officer of Venus Concept. "The support from Madryn
has been critical in our journey and we are grateful for their
long-term support. This transaction further strengthens the
financial health of the Company and advances our plan towards
achieving sustained, long-term profitability."
"This latest exchange of debt into equity reflects our continued
support of Venus as a market leader in the aesthetics industry,"
said Avinash Amin, MD, Managing Partner at Madryn Asset Management,
LP. "We are encouraged with the Company's continued progress
towards transforming the balance sheet and look forward to the
ongoing partnership with the Company to execute on growth
initiatives."
About Venus Concept
Toronto, Ontario-based Venus Concept Inc. is an innovative global
medical technology company that develops, commercializes and
delivers minimally invasive and non-invasive medical aesthetic and
hair restoration technologies and related services. The Company's
systems have been designed on cost-effective, proprietary and
flexible platforms that enable the Company to expand beyond the
aesthetic industry's traditional markets of dermatology and plastic
surgery, and into non-traditional markets, including family
medicine and general practitioners and aesthetic medical spas.
Toronto, Canada-based MNP LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated April 1,
2024, citing that the Company has reported recurring net losses and
negative cash flows from operations that raise substantial doubt
about its ability to continue as a going concern.
VIASAT INC: Units Complete $1.975MM Senior Secured Notes Offering
-----------------------------------------------------------------
Viasat, Inc. announced on September 25, 2024, that its wholly-owned
indirect subsidiaries, Connect Finco SARL and Connect U.S. Finco
LLC, have completed their previously announced offering of $1.975
million in aggregate principal amount of its 9.000% Senior Secured
Notes due 2029. The aggregate principal amount of the
oversubscribed offering was increased from the initial offering
size of $1,250 million. The Issuers are wholly-owned indirect
subsidiaries of Connect Bidco Limited, a wholly-owned indirect
subsidiary of Viasat.
The notes were offered and sold to persons reasonably believed to
be qualified institutional buyers in the United States through a
private placement pursuant to Rule 144A and outside the United
States pursuant to Regulation S under the Securities Act of 1933,
as amended. The notes have an interest rate of 9.000% per annum and
were issued at a price equal to 100.00% of their face value. The
notes and the related guarantees are secured on a first-lien basis
by assets that also secure on a first-lien basis the indebtedness
under the Issuers' existing senior secured credit facilities.
The net proceeds from the offering together with cash on hand, are
expected to be used to redeem all of the Issuers' outstanding
6.750% Senior Secured Notes due 2026 and to pay related fees and
expenses.
About Viasat Inc.
Viasat, Inc., headquartered in Carlsbad, California, operates a
consumer satellite broadband internet business, an in-flight
connectivity business, and provides satellite and related
communications, networking systems, and services to government and
commercial customers. Inmarsat operates a satellite communications
network using L-band, Ka-band, and S-band spectrum, and provides
voice and data services to customers on land, at sea, and in the
air.
As of June 30, 2024, the Company had $16.1 billion in total assets,
$11 billion in total liabilities, and $5.1 billion in total
stockholders' equity.
* * *
Egan-Jones Ratings Company, on May 29, 2024, maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by Viasat, Inc.
WAVERLEY LANE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Waverley Lane, LLC
4117 Boca Bay Drive
Dallas, TX 75244
Business Description: Waverley Lane is engaged in activities
related to real estate.
Chapter 11 Petition Date: September 30, 2024
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 24-33039
Debtor's Counsel: Robert Buchholz, Esq.
THE LAW OFFICE OF ROBERT W. BUCHHOLZ, P.C.
5220 Spring Velley Road, Suite 618
Dallas, TX 75254
Tel: (214) 754-5500
E-mail: BOB@ATTORNEYBOB.COM
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Daniel C. Blackburn as president.
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/XLOTRUI/Waverley_Lane_LLC__txnbke-24-33039__0001.0.pdf?mcid=tGE4TAMA
WENDT COMMUNICATION: Case Summary & 18 Unsecured Creditors
----------------------------------------------------------
Debtor: Wendt Communication Partners, LLC
5000 Ritter Rd, Ste 202
Mechanicsburg, PA 17055
Business Description: The Company offers tailored solutions for
companies across the business-to-business
marketplace.
Chapter 11 Petition Date: October 1, 2024
Court: United States Bankruptcy Court
Middle District of Pennsylvania
Case No.: 24-02511
Judge: Hon. Henry W Van Eck
Debtor's Counsel: J. Christian Dennery, Esq.
DENNERY PLLC
7310 Turfway Rd, Suite 550
Florence, KY 41042
Tel: 859-445-5495
Fax: 859-286-6726
Email: jcdenery@dennerypllc.com
Total Assets: $221,001
Total Liabilities: $1,842,618
The petition was signed by William Douglas Wendt as CEO and
corporate representative.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 18 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/YNXQ6YI/Wendt_Communication_Partners_LLC__pambke-24-02511__0001.0.pdf?mcid=tGE4TAMA
WESCO AIRCRAFT: Judge Shannon to Oversee Plan Disputes Mediation
----------------------------------------------------------------
Alex Wittenberg of Law360 Bankruptcy Authority reports that U.S.
Bankruptcy Judge Brendan L. Shannon of Delaware said Friday, Sept.
27, 2024, he would oversee the mediation of a dispute in Texas
bankruptcy court that involves aircraft parts supplier Incora and
two rival groups of creditors, as the parties seek a settlement
clearing Incora to exit bankruptcy.
About Incora
Incora -- http://www.incora.com/-- is the trade name for the group
of companies formed by Wesco Aircraft and Pattonair, a provider of
comprehensive supply chain management services to the global
aerospace and other industries. Beginning with a strong foundation
in aerospace and defense, Incora also utilizes its supply chain
expertise to serve industrial manufacturing, marine, pharmaceutical
and beyond. Incora incorporates itself into customers' businesses,
managing all aspects of supply chain from procurement and inventory
management to logistics and on-site customer services. The company
is headquartered in Fort Worth, Texas, with a global footprint that
includes 68 locations in 17 countries and more than 3,800
employees.
Wesco Aircraft Holdings, Inc., doing business as Incora, and 43
affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case
No. 23-90611) on June 1, 2023.
Wesco Aircraft estimated assets and debt of $1 billion to $10
billion as of the bankruptcy filing.
The Debtors tapped Milbank, LLP and Haynes and Boone, LLP as
bankruptcy counsels; PJT Partners, Inc. as investment banker;
Alvarez & Marsal North America, LLC as restructuring advisor; and
Quinn Emanuel Urquhart & Sullivan, LLP as special litigation and
conflicts counsel. Kurtzman Carson Consultants, LLC is the claims
agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped McDermott Will & Emery, LLP and Morrison Foerster,
LLP as its counsel; Piper Sandler & Co. as investment banker; and
Province, LLC as financial advisor.
WHITTIER SEAFOOD: Seeks to Hire Kidder Mathews as Appraiser
-----------------------------------------------------------
Salacia, LLC seeks approval from the U.S. Bankruptcy Court for the
District of Alaska to hire Kidder Mathews as its appraiser.
Kidder Mathews will provide valuation services with respect to the
Salacia Facility located at 14101 45th Ave. NE in Marysville,
Washington and the food processing equipment at the Salacia
Facility.
The fees for the Salacia facility and the equipment appraisals are
$8,000 and $4,000 respectively.
Kidder Mathews is "a disinterested person" as that term is defined
in section 101(14), as modified by section 1107(b), and as required
under section 327(a) of the Bankruptcy Code, according to court
filings.
The appraiser can be reached through:
David M. Chudzik
Kidder Mathews
601 Union Street, Ste 2700
Seattle, WA 98101
Tel: (206) 205-0222
Email: david.chudzik@kidder.com
About Whittier Seafood
Whittier Seafood, LLC owns and operates a fish processing plant in
Whittier, Alaska.
Whittier Seafood filed Chapter 11 petition (Bankr. D. Alaska Case
No. 24-00139) on Aug. 19, 2024, with $10 million to $50 million in
both assets and liabilities.
Judge Gary Spraker oversees the case.
Thomas A. Buford, Esq., at Bush Kornfeld, LLP is the Debtor's legal
counsel.
Gregory Garvin, Acting U.S. Trustee for Region 18, appointed an
official committee to represent unsecured creditors in the Debtor's
Chapter 11 case.
WINSTON AND DUKE: Seeks to Hire Calaiaro Valencik as Legal Counsel
------------------------------------------------------------------
Winston and Duke Inc. seeks approval from the U.S. Bankruptcy Court
for the Western District of Pennsylvania to hire Calaiaro Valencik
as bankruptcy counsel.
The firm will provide these services:
a. preparation of the bankruptcy petition and attendance at
the meeting of creditors;
b. representation of the Debtor in relation to negotiating an
agreement on cash collateral;
c. representation of the Debtor in relation to acceptance or
rejection of executory contracts;
d. provision of advise to the Debtor with regard to its rights
and obligations during the Chapter 11 case;
e. representation of the Debtor in relation to any motions to
convert or dismiss this Chapter 11;
f. representation of the Debtor in relation to any motions for
relief from stay filed by any creditors;
g. preparation of the Chapter 11 Plan;
h. preparation of any objection to claims in the Chapter 11;
and
i. representation of the Debtor in general.
The firm will be paid at these rates:
Donald R. Calaiaro, Attorney/Partner $450 per hour
David Z. Valencik, Attorney/Partner $375 per hour
Andrew K. Pratt, Attorney/Partner $325 per hour
Paralegals, Paralegal $100 per hour
The firm received from the Debtor a retainer in the amount of
$6,238.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Donald R. Calaiaro, Esq., disclosed in a court filing that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached at:
Donald R. Calaiaro, Esq.
938 Penn Avenue, Suite 501
Pittsburgh, PA 15222-3708
Tel: (412) 232-0930
Fax: (412) 232-3858
Email: dcalaiaro@c-vlaw.com
About Winston and Duke Inc.
Winston and Duke 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. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No.
24-10535) on September 13, 2024, listing up to $50,000 in assets
and $1 million to $10 million in liabilities. The petition was
signed by John R. Chruchill Jr. as president.
Donald R. Calaiaro, Esq. at CALAIARO VALENCIK represents the Debtor
as counsel.
WINTER GARDEN: Court Approves Use of Cash Collateral Thru Oct 23
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, granted Winter Garden Health and Wellness, LLC,
interim authorization to use cash collateral of Wells Fargo Bank,
N.A., the company's secured creditor, and, to the extent necessary,
of MMP Capital Inc., which may assert a lien or security interest
in the cash collateral inferior to that of Wells Fargo, through
October 23, 2024.
This is the Court's Fifth Preliminary Order and allows the Debtor
to make payments for necessary expenses as outlined in the
submitted budget. The authorization includes payments to the United
States Trustee for quarterly fees and allows for additional
expenses upon approval from Wells Fargo.
The Debtor is required to fulfill all obligations as a
debtor-in-possession under the Bankruptcy Code. The Court Order
provides that the Secured Creditor and any holders of inferior
interests will maintain a perfected post-petition lien against the
cash collateral, matching the validity and priority of their
pre-petition liens, without the need for additional documentation.
The Debtor must maintain insurance coverage for its assets as
required under its loan and security agreements with WFB. The order
allows for the possibility of future modifications regarding
adequate protection or restrictions on cash collateral use,
preserving the rights of all parties involved.
The Debtor projects $131,038 in in total operating expenses from
September until the end of November, including projected expenses
of $43,679 for each of October and November. The Debtor projects
$159,600 for the same three-month period, including $53,200 for
each of October and November.
The continued preliminary hearing on the use of cash collateral is
scheduled for October 23, 2024, at 3:00 p.m. in Courtroom 6A of the
George C. Young Courthouse in Orlando, Florida.
Counsel to the Debtor:
Jeffrey S. Ainsworth, Esq.
Jacob D. Flentke, Esq.
Cole Bailey Davidson Branson, Esq.
BransonLaw, PLLC
1501 East Concord Street
Orlando, FL 32803
Telephone: (407) 894-6834
Facsimile: (407) 894-8559
E-mail: jeff@bransonlaw.com
E-mail: jacob@bransonlaw.com
E-mail: cole@bransonlaw.com
About Winter Garden Health and Wellness
Winter Garden Health and Wellness, LLC is a full-service medical
practice providing compassionate and reliable quality care.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01581) on March 29,
2024, with $100,001 to $500,000 in assets and $500,001 to $1
million in liabilities.
Judge Tiffany P. Geyer presides over the case.
Robert B. Branson, Esq., and Jeffrey Ainsworth, Esq., at Bransonlaw
PLLC, represent the Debtor as legal counsel.
WORKINGLIVE TECHNOLOGIES: Updates Unsecured Claims Pay; Amends Plan
-------------------------------------------------------------------
WorkingLive Technologies, Inc., submitted a Third Amended Chapter
11 Plan of Reorganization dated August 26, 2024.
The Debtor filed this Case to restructure its contract with its
primary vendor, Zoom or implement a new provider and switch
customers to that service, and focus on its e-commerce business
clients in order to get back to profitability.
Class 2 consists of the Allowed General Unsecured Claims. Without
prejudice, the Debtor estimates that Class 2 consist of Allwoed
General Unsecured Claims in an amount as high as $937,652.48.
* If the Plan is confirmed pursuant to 1191(a), except to the
extent that a holder of an Allowed Class 2 Claim has been paid
prior to the Effective Date or agrees to a different treatment, in
full satisfaction, settlement, release, extinguishment and
discharge of such Claim, each holder of an Allowed Class 2 Claim
shall receive a Pro Rata Distribution from a total equal to
$873,960 less the Zoom Administrative Claim, payable in twelve
payments of the product $10,000 and the Unsecured Payment Ratio
occurring on the effective date and the first day of each month
thereafter; twelve payments equal to the product of $23,000 and the
Unsecured Payment Ratio occurring on the first day of each month
thereafter; eleven payments equal to the product of $33,000 and the
Unsecured Payment Ratio occurring on the first day of each month
thereafter; and a final payment equal to the product of $114,960
and the Unsecured Payment Ratio on the first day of the next month
thereafter. If the payments to holders of Allowed Class 2 Claims
total less than $110,000, the Debtor will increase the final
payment such that the total equals $110,000. The Debtor estimates
that payments made will result in roughly 29% recovery to holders
of Allowed Class 2 Claims.
* If the Plan is confirmed pursuant to Section 1191(a), then a
holder of an Allowed Class 2 Claim may elect to receive, in full
satisfaction, settlement, release, extinguishment, and discharge of
such Claim, a single payment equal to 10% of the amount of the
holder's Alloed Class 2 Claim in lieu of the monthly payments.
* If the Plan is confirmed pursuant to 1191(n), except to the
extent that a holder of an Allowed Class 2 Claim has been paid
prior to the effective date or agrees to a different treatment, in
full satisfaction, settlement, release, extinguishment and
discharge of such Claim, each holder of an Allowed Class 2 Claim
shall receive a Pro Rata Distribution from a total equal to
$788,960 less the Zoom Administrative Claim, payable in twelve
payment of the product $10,000 and the Unsecured Payment Ratio
occurring on the effective date and the first day of each month
thereafter; sixteen payments equal to the product of $20,000 adnd
the Unsecured Payment Ratio occurring on the first day of each
month thereafter; seven payments equal to the product of $30,000
and the Unsecured Payment Ratio occurring on the first day of each
month thereafter;; and a final payment equal to the product of
$138,960 and the Unsecured Payment Ratio on the first day of the
next month thereafter. If the payments to holders of Allowed Class
2 Claims total less than $110,000, the Debtor will increase the
final payment such that the total equal $110,000.
The sources of consideration for Distributions under the Plan is
the Debtor's operating income.
A full-text copy of the Third Amended Plan dated August 26, 2024 is
available at https://urlcurt.com/u?l=OEJbjt from PacerMonitor.com
at no charge.
Counsel for the Debtor:
Bradley S. Shraiberg, Esq.
SHRAIBERG PAGE PA
2385 NW Executive Center Drive, Suite 300
Boca Raton, FL 33431
Telephone: (561) 443-0800
Facsimile: (561) 998-0047
Email: bss@slp.law
About WorkingLive Technologies
WorkingLive Technologies, Inc., provides video conferencing and
e-commerce services primarily to direct sales and affiliate
marketing companies.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-11654-MAM) on
February 21, 2024. In the petition signed by Nicolas Rowe,
president, the Debtor disclosed up to $500,000 in assets and up to
$1 million in liabilities.
Judge Erik P. Kimball oversees the case.
Bradley S. Shraiberg, Esq., at Shraiberg Page PA, is the Debtor's
legal counsel.
WYNN RESORTS: Jacqui Krum to Succeed as General Counsel in 2025
---------------------------------------------------------------
Wynn Resorts, Limited announced on September 27, 2024, that Jacqui
Krum will succeed Ellen Whittemore as General Counsel and Executive
Vice President of Wynn Resorts, following Ms. Whittemore's
retirement in early 2025. Ms. Krum is currently General Counsel and
Senior Vice President at Wynn Resorts' Encore Boston Harbor resort,
in Everett, Massachusetts.
Ms. Whittemore, who also serves as Secretary for Wynn Resorts,
Ltd., has led the Company's global legal affairs, philanthropy,
community relations, government affairs, and sustainability
activities since 2018. She has been instrumental in the Company's
efforts to enhance its workplace culture, corporate ethics and
governance. She will continue to serve on the Wynn Macau, Ltd Board
of Directors and act as a consultant to the Company.
Craig S. Billings, CEO of Wynn Resorts, said, "Ellen Whittemore
was, in the truest sense, the right person at the right time to
help lead Wynn Resorts through a thicket of litigation and
corporate governance changes. Ellen's track record, including her
reputation as a person of the highest integrity, was essential in
working with regulators, our Board, and employees during a time of
transition and change. Recently, Ellen led the successful effort to
resolve key remaining legal and litigation matters overhanging the
Company, and I appreciate her hard work on those issues. Ellen
devoted her efforts to making us a better company; she succeeded,
and we are thankful."
Jacqui Krum originally joined Wynn Resorts in 2013 to assist with
the development of gaming projects in the U.S. and abroad and was a
member of the team that won the competitive gaming license bid in
the Eastern Massachusetts area for Wynn Resorts. In 2015, she moved
from Las Vegas to Boston to become the Senior Vice President and
General Counsel at Encore Boston Harbor, helping to lead the
opening of that resort in 2019.
Before joining Wynn Resorts, Ms. Krum served as Vice President and
General Counsel of the divisions of MGM Resorts International
responsible for gaming and nongaming projects globally. She also
held a partner position in the Los Angeles office of Glaser, Weil,
Fink, Jacobs, Howard & Shapiro, LLP.
Ms. Krum received her Juris Doctor degree from the University of
California, Los Angeles, and a Bachelor of Arts degree in political
science, international relations, as well as a Bachelor of Arts in
cultural anthropology, summa cum laude, from the University of
California, Santa Barbara.
In connection with Ellen Whittemore's retirement, she will be
entitled to receive certain payments and benefits as provided under
the Wynn Resorts, Limited Executive Retirement Plan, a copy of
which is filed as Exhibit 10.12 to the Company's Annual Report on
Form 10-K filed with the Securities and Exchange Commission on
February 23, 2024. It is also anticipated that Ms. Whittemore will
enter into a consulting agreement with the Company to support the
continued transition of her duties and responsibilities to her
successor and to provide other services, as may be requested by the
Company.
About Wynn Resorts Ltd.
Headquartered in Las Vegas, Nevada, Wynn Resorts, Limited owns and
operates hotels and casino resorts. As of Dec. 31, 2023, Wynn
Resorts had $14 billion in total assets, $15.1 billion in total
liabilities, and $1.1 billion in total stockholders' deficit.
As of June 30, 2024, Wynn Resorts Limited had $13.3 billion in
total assets, $14.2 billion in total liabilities, and $902 million
in total deficit.
* * *
Egan-Jones Ratings Company, on January 31, 2024, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by Wynn Resorts, Limited.
YELLOW CORP: Sells Last Big Terminal in Kansas City
---------------------------------------------------
Brian Kaberline of Kansas City Business Journal reports that Yellow
Corp.'s last big terminal in the Kansas City area is about to go up
for sale.
The company provided information and deadlines for selling its
remaining property in a Wednesday, Sept. 25, 2024, filing in
bankruptcy court. Still to be sold are 47 company-owned and 65
leased properties, according to the filing.
The local property of note on the list is a high-profile terminal
across Interstate 70 from the Truman Sports Complex. The terminal,
at 3500 Booth Ave., has 193 doors and sits on 55.8 acres, according
to the filing.
Also up for sale is a one-tenth-acre parcel at 8724 Leeds Road in
Kansas City. That is an undeveloped patch east of Stadium Drive
from the larger terminal.
Yellow was a longtime fixture in the Kansas City business community
and one of the area’s largest public companies. The trucking
carrier quietly relocated its corporate headquarters to Nashville
in early 2022, though it maintained a sizable administrative office
in Overland Park.
The company filed for Chapter 11 bankruptcy in August 2023 and
began selling off assets.
Yellow held on to the Leeds Road facility because it was filled
with trucks and trailers that needed to be sold. One of the
companies approved to sell the company's rolling stock, Ritchie
Bros. Auctioneers Inc., held a series of regional sales this
summer.
The property is nestled between I-70 and U.S. Highway 40 to the
south and north, and Interstate 435 and Stadium Drive to the west
and east.
CBRE will be broker for the sale. The firm will begin accepting
nonbinding indications of interest between Oct. 1 and Oct. 18. The
filing shows no deadline yet for firm bids but aims for closing on
the sale in January or as soon as possible afterward.
Yellow still has a couple of big issues in front of it before being
able to wrap up its bankruptcy proceedings, including resolution of
claims that the company owes billions to union pension funds.
The bankruptcy court found earlier this month that Yellow was not
relieved of owing a withdrawal liability on unfunded vested
benefits. The company had argued that an injection of billions of
dollars into the pension funds by the federal government covered up
any unfunded benefits.
The courts still must decide how much Yellow must pay into the
pension funds.
About Yellow Corporation
Yellow Corporation -- http://www.myyellow.com/-- operates
logistics and less-than-truckload (LTL) networks in North America,
providing customers with regional, national, and international
shipping services throughout. Yellow's principal office is in
Nashville, Tenn., and is the holding company for a portfolio of LTL
brands including Holland, New Penn, Reddaway, and YRC Freight, as
well as the logistics company Yellow Logistics.
Yellow Corporation and 23 affiliates concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 23-11069) on August 6, 2023, before
the Hon. Craig T. Goldblatt. As of March 31, 2023, Yellow
Corporation had $2,152,200,000 in total assets against
$2,588,800,000 in total liabilities. The petitions were signed by
Matthew A. Doheny as chief restructuring officer.
The Debtors tapped Kirkland & Ellis, LLP as restructuring counsel;
Pachulski Stang Ziehl & Jones, LLP as Delaware local counsel;
Kasowitz, Benson and Torres, LLP as special litigation counsel;
Goodmans, LLP as special Canadian counsel; Ducera Partners, LLC, as
investment banker; and Alvarez and Marsal as financial advisor.
Epiq Bankruptcy Solutions is the claims and noticing agent.
Milbank LLP serves as counsel to certain investment funds and
accounts managed by affiliates of Apollo Capital Management, L.P.
while White & Case, LLP and Arnold & Porter Kaye Scholer, LLP serve
as counsels to Beal Bank USA and the U.S. Department of the
Treasury, respectively.
On Aug. 16, 2023, the U.S. Trustee for Region 3 appointed an
official committee of unsecured creditors in the Chapter 11 cases.
The committee tapped Akin Gump Strauss Hauer & Feld, LLP and
Benesch, Friedlander, Coplan & Aronoff, LLP as counsels; Miller
Buckfire as investment banker; and Huron Consulting Services, LLC,
as financial advisor.
YPI ARLINGTON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: YPI Arlington, LLC
1500 W, Shure Blvd
Arlington Heights, IL 60004
Business Description: YPI Arlington is a lessor or real property.
Chapter 11 Petition Date: September 30, 2024
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 24-14454
Judge: Hon. Jacqueline P Cox
Debtor's Counsel: Pau. M. Bach, Esq.
BACH LAW OFFICES
P.O. Box 1285
Northbrook, IL 60065
Email: paul@bachoffices.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Zaya S. Younan 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/SLCLNDI/YPI_Arlington_LLC__ilnbke-24-14454__0001.0.pdf?mcid=tGE4TAMA
ZACHRY HOLDINGS: Pays $7M to Settle Golden Pass Worker Layoffs
--------------------------------------------------------------
Patrick Danner of the CTPost reports that a Zachry Holdings Inc.
subsidiary has agreed to pay $7 million to settle a potential
class-action lawsuit brought by a former employee who alleged the
company failed to follow federal law when it laid off thousands of
workers as it exited the Golden Pass LNG project south of Port
Arthur.
A Thursday court filing in Zachry's Houston bankruptcy case shows
that nearly 3,500 former Zachry Industrial employees will share
almost $4.7 million after about $2.3 million in attorneys' fees are
paid. The employees stand to receive about $1,336 each, assuming
none opt out.
The settlement requires the approval of U.S. Bankruptcy Judge
Marvin Isgur, who is scheduled to hear an emergency motion Monday
morning.
Avis Lamotte, a Port Arthur resident who was among the workers
terminated in May, sued the company for failing to provide notice
60 days in advance of mass layoffs as required under the federal
Worker Adjustment and Retraining Notification (WARN) Act. Lamotte
will receive $2,000 for serving as the named plaintiff, subject to
the judge’s approval.
A spokesman for Zachry said Friday it had no comment on the
settlement.
The San Antonio company denied all liability and asserted a range
of defenses in the court filing asking the judge to approve the
settlement. Among them: that circumstances resulting in the layoffs
were unforeseeable in the 60-day period preceding the layoffs and
that it was pursuing measures that would have avoided the need for
layoffs.
The company added that it gave as much notice to employees "as was
practicable under the circumstances."
Zachry said the settlement allows it to avoid "protracted and
costly litigation." It also limits its potential liability, with
the company saying it "cannot discount the prospect of a
significant adverse judgment" if the case were to go to trial.
At the time the lawsuit was filed, Zachry said it believed it was
in compliance with requirements under the WARN Act.
The layoffs occurred around May 21, 2024, the day Zachry and 20
subsidiaries — including Zachry Industrial — filed for
bankruptcy protection. Zachry blamed difficulties related to the
construction of the liquefied natural gas export terminal in Sabine
Pass.
In the filing's wake, the company slashed more than 4,000 in Sabine
Pass and another 338 jobs combined from operations in Baytown,
Beaumont and Orange. The laid-off employees included electricians,
carpenters, ironworkers, pipe fitters and riggers.
Zachry blamed the bankruptcy on a dispute over terms with Golden
Pass LNG that halted construction on the terminal.
In July, the parties reached a settlement allowing Golden Pass to
resume work while Zachry exited the project.
Houston’s McDermott International Inc. and Japan's Chiyoda
International Corp., Zachry's joint venture partners on the
project, are finishing the work.
Golden Pass is owned QatarEnergy and Exxon Mobil Corp.
Zachry is proceeding with the bankruptcy reorganization process.
About Zachry Holdings
Zachry Holdings, Inc., is the engineering, construction,
maintenance, turnaround and fabrication services offshoot of the
storied family-owned business that began as H.B. Zachry Company one
hundred years ago. The other offshoot, Zachry Construction, has
operated separately from Zachry Industrial since the two businesses
branched off from their common roots in 2008. The Zachry Group
provides engineering and construction services to clients in the
energy, chemicals, power, manufacturing, and industrial sectors
across North America.
None of the entities affiliated with Zachry Construction are
Debtors in the chapter 11 cases.
Zachry Holdings and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case
No. 24-90377) on May 21, 2024, with $1 billion to $10 billion in
assets and liabilities.
James R. Old, general counsel, signed the petitions.
Judge Marvin Isgur presides over the case.
The Debtors tapped White & Case LLP as general bankruptcy counsel;
Susman Godfrey L.L.P. and Hicks Thomas, LLP as special litigation
counsel; and Kurtzman Carson Consultants as notice & claims agent.
[*] U.S. Retailers With Major Closures in 2024
----------------------------------------------
Jessica Jones-Gorman of silive.com reports the past several months
have not been kind to big-box brands: Several major U.S. retail
chains announced significant store closures in 2024, while several
other companies filed for Chapter 11 bankruptcy.
Blaming the brick-and-mortar shrinkage on declining foot traffic,
shifting shopper habits and inflation, many of the companies claim
change is necessary in this current retail landscape.
* Dollar Tree and Family Dollar
In March 2024, Dollar Tree Inc., the discount chain that owns and
operates more than 16,000 Family Dollar and Dollar Tree stores
across 48 states -- including 11 on Staten Island -- announced it
will close approximately 1,000 stores over the next several years.
According to the company, the closures are driven by elevated
"shrink, product cost inflation, unfavorable sales mix, and higher
distribution and markdown costs."
* CVS
In 2021, CVS Health announced it would close more than 900 stores
before 2024, shifting its efforts to digital growth and turning its
stores into destinations that will offer a range of health-care
services, from flu shots to diagnostic tests. The company is now in
the final year of that plan and said it considers "local market
dynamics, population shifts and a community's store density" before
making a closure decision. There are currently 18 CVS Pharmacy
locations on Staten Island.
* Foot Locker
According to CNN, Foot Locker is planning to shut 400 stores by
2026 as it strives to become more relevant to younger shoppers by
relaunching its retail brands, introducing "experiential" new store
concepts and simplifying its operations.
* Express
Popular retailer Express Inc., which filed for bankruptcy in April,
closed 95 locations across 20 states this past year. More than a
dozen stores shuttered in the New York/New Jersey area – but the
store in the Staten Island Mall in New Springville was not among
the closures.
* Rite Aid
Rite Aid, the embattled pharmacy chain that officially filed for
Chapter 11 bankruptcy last October, citing slumping sales and a
Justice Department complaint alleging excessive fills of opioids as
the cause, closed approximately 500 stores over the past year. The
location at 2271 Richmond Ave. in the Heartland Village Shopping
Center, New Springville, officially closed its doors in May,
leaving the borough with just one remaining store. Rite Aid noted
that the decision to close a store relates largely to store
performance and lease and rent considerations.
* Macy’s
In February, Macy's announced it will revamp and modernize its
shopping environment -- a move that will result in the closure of
150 stores over the next two years. Affected locations have yet to
be named.
* Big Lots
Discount retailer Big Lots announced in July it would close 35 to
40 stores after struggling in a "challenging consumer environment."
But the company has since increased that number, announcing on its
website it will soon shutter more than 140 locations.
* Walmart
The nation's biggest retailer closed six stores in California,
Maryland and Ohio this year, stating that the locations did not
meet financial performance expectations.
* LL Flooring
National home improvement chain LL Flooring -- formerly Lumber
Liquidators -- filed for Chapter 11 bankruptcy in August and
announced it would close all locations.
*********
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.
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The Sunday TCR delivers securitization rating news from the week
then-ending.
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Troubled Company Reporter is a daily newsletter co-published
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Peter A. Chapman, Editors.
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