/raid1/www/Hosts/bankrupt/TCR_Public/241016.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 16, 2024, Vol. 28, No. 289
Headlines
1700 EDGEWATER: Hires Elevate Law Group as Bankruptcy Counsel
1728 DETROIT: U.S. Trustee Unable to Appoint Committee
2140 DRUID HILL AVE: Hits Chapter 11 Bankruptcy Protection
560 SEVENTH AVENUE: Hires LW Hospitality Advisors as Appraiser
727 15TH ST. NW: Swartzell Building in D.C. Up for Auction
A&R CONSTRUCTION: Seeks to Tap Lane Law Firm as Legal Counsel
ABRITE ELECTRIC: Unsecureds Will Get 100% of Claims over 5 Years
ACCURIDE CORP: Secures Court Approval of $103M DIP Loan
ADVANCED DOMINO: Case Summary & Six Unsecured Creditors
ALEGEUS TECHNOLOGIES: S&P Discontinues 'B-' Issuer Credit Rating
ALIERA COS: Court Narrows Claims in HRT Adversary Proceeding
ALROSE PATCHOGUE: Hires Marcus & Millichap as Real Estate Broker
ALVEERU INC: Seeks to Tap Moshe K. Silver as Bankruptcy Counsel
AMTECH SYSTEMS: Repays $3.8MM Loan, Terminates UMB Bank Facility
APEX AG SOLUTIONS: Starts Subchapter V Bankruptcy Protection
ARTIFICIAL INTELLIGENCE: Keeps No Reverse Split Commitment to 2026
ARTISAN CONSUMER: Incurs $8,692 Net Loss in First Quarter
ASSETTA ENTERPRISES: Hires Quality Tax and Business as Accountant
AVALON GLOBOCARE: All Six Proposals Approved at Annual Meeting
AVIANCA HOLDINGS: Rejection of Objections to Reorg Plan Affirmed
BAONANAS LLC: Unsecureds Will Get 9.0% of Claims in Plan
BESTWALL LLC: Claimants Try to Undermine Ch. 11 Strategy Again
BIG LOTS: Closes Columbus Store as it Navigates Chapter 11
BIOLASE INC: Hires Pillsbury Winthrop Shaw Pittman as Co-Counsel
BIOLASE INC: Seeks Approval to Hire Epiq as Administrative Advisor
BIOLASE INC: Seeks Approval to Hire Ordinary Course Professionals
BIOLASE INC: Seeks to Hire Carroll & Carroll as Special Counsel
BIOLASE INC: Seeks to Hire SSG Advisors as Investment Banker
BIOLASE INC: Taps B. Riley Advisory Services as Financial Advisor
BIOLASE INC: Taps Potter Anderson & Corroon as as Legal Co-Counsel
BOY SCOUTS: Loses Partial Bid to Dismiss Easement by Estoppel Claim
CAROLINA AUTO: Seeks to Hire Sasser Law Firm as Bankruptcy Counsel
CBC SUBCO: Heretic Gets OK to Tap CliftonLarsonAllen as Accountant
CBD RESOURCES: U.S. Trustee Unable to Appoint Committee
CD&R SMOKEY: S&P Alters Outlook to Stable, Affirms 'B' ICR
CELSIUS NETWORK: Court Okays Cryptocurrency Distribution Settlement
CHARLES J. GBUR: Permissive Abstention Appropriate in IRS Case
CMTRD LLC: Trustee Hires Stampler Auctions as Auctioneer
COLLEGE OF SAINT ROSE: Seeks Chapter 11 Bankruptcy Protection
COMMERCIAL FLOORING: U.S. Trustee Unable to Appoint Committee
COST LESS DISTRIBUTING: Commences Subchapter V Bankruptcy
CREDIT LENDING: Unsecureds Owed $924K to Get Share of Income
CREPERIE D AMOUR: Oct. 22 Hearing on Continued Cash Access
CUSTOMIZED CLEANING: Thomas Richardson Named Subchapter V Trustee
DARKPULSE INC: Acquires Optilan UK Ltd Assets, Subsidiaries
DECKER HOME: Hires Cooper Law Firm as Bankruptcy Counsel
DIGITAL MEDIA: Hires Houlihan Lokey Capital as Investment Banker
DIGITAL MEDIA: Seeks Approval to Hire Porter Hedges as Co-Counsel
DIGITAL MEDIA: Seeks to Hire Kirkland & Ellis as Legal Counsel
DIGITAL MEDIA: Seeks to Tap Portage Point as Restructuring Advisor
DIOCESE OF ROCHESTER :Court Tosses Continental Breach Claim
DMK PHARMACEUTICALS: Unsecureds Will Get 0.6% to 3.4% of Claims
DNC AND TCPA: Hires Wadsworth Garber Warner Conrardy as Counsel
DON KARL JURAVIN: Loses Bella Collina Adversary Case
EL DORADO GAS: Selling Vehicles and Equipment in Online Auction
EMERALD GRANDE: Hires Compensate Realcorp LLC as Broker
EMPLOY SOURCE: Janice Seyedin Named Subchapter V Trustee
EZEOBA LLC: Seeks Court Approval to Hire Haberbush LLP as Counsel
FARMLAND INDUSTRIES: Short Creek's CERCLA Claim v. MFA Tossed
FINANCE OF AMERICA: Launches Exchange Offer for 2025 Senior Notes
FIRST BRANDS: Term Loan Add-on No Impact on Moody's 'B2' CFR
FISKER INC: Chapter 11 Bankruptcy Exit Plan Faces Resistance
FISKER INC: Leaves Orange County Headquarters After Ch. 11 Filing
FORGE FLIGHTWORKS: Taps Dunham Hildebrand Payne Waldron as Counsel
FTX TRADING: Customer Sues Olympus for Bankruptcy Gains Cheating
FULCRUM BIOENERGY: Gets Okay Court Approval for $5Mil. DIP Loan
FUNDIMENSION LLC: Kicks Off Chapter 11 Bankruptcy Process
FUTURE LEGENDS: Case Summary & 20 Largest Unsecured Creditors
G-FORCE POWERSPORTS: Case Summary & 20 Top Unsecured Creditors
GAMESTOP CORP: Completes $400-Mil. ATM Equity Offering Program
GREAT EASTERN: Gulfmark Loses Bid to Transfer Venue of Marisco Suit
GREEN OUTDOOR: Voluntary Chapter 11 Case Summary
GREENUP INDUSTRIES: Robison's $18,691.96 Unsecured Claim Disallowed
GUNNISON VALLEY: Gets OK to Hire Bluebird Real Estate as Broker
HAILYN INVESTMENTS: To Sell Duson Property to Steven Layman
HALL OF FAME: Unit Enters Amended License Agreement With PFHOF
HAMMOCK COMMUNITIES: Case Summary & 20 Top Unsecured Creditors
HAPISGAH OF FLUSHING: Gerard Luckman Named Subchapter V Trustee
HDC HOLDINGS: Hits Chapter 11 Bankruptcy, Plans to Close Stores
HEAVENLY SCENT: Court OKs Cash Collateral Use Until Nov. 9
HOSPITAL FOR SPECIAL SURGERY: Seeks Chapter 11 Bankruptcy
HOSPITAL FOR SPECIAL: Hires Crowe & Dunlevy as Bankruptcy Counsel
HOSPITAL FOR SPECIAL: Taps McEntire Advisory as Financial Advisor
HOSPITAL FOR SPECIAL: Taps Verita Global as Claims & Noticing Agent
HUCKLEBERRY PARTNERS: Approval of Bloodworth Claim Deal Affirmed
IMS GROUP: Jerrett McConnell Named Subchapter V Trustee
IRECERTIFY: Files for Chapter 11 Bankruptcy Protection
IRON MOUNTAIN: Moody's Affirms 'Ba3' CFR, Outlook Stable
IRWIN NATURALS: Seeks to Tap Hire Ordinary Course Professionals
IVF ORLANDO INC: Commences Subchapter V Bankruptcy Process
J&A TRUCKING: Seeks to Tap Jason Ward Law as Bankruptcy Counsel
J&G CONSULTING: Jennifer McLemore Named Subchapter V Trustee
JAKE'S REAL: Seeks Approval to Hire Krekeler Law as Legal Counsel
JE LUCAS: Seeks to Tap The Cooper Law Firm as Bankruptcy Counsel
JINGBO TECHNOLOGY: Incurs $4.27 Million Net Loss in Second Quarter
JOHN CARTER: Armstrong's Bid for Partial Summary Judgment Denied
JOHNSON ENTERPRISES: Hires Biddergy LLC as Auctioneer
JOONKO DIVERSITY: Plan Exclusivity Period Extended to Dec. 10
JUBILANT FLAME: Incurs $10K Net Loss in Second Quarter
JUS DOORS: Gets Interim OK to Use Cash Collateral
KANGCHENG DEVELOPMENT: Sec. 341(a) Meeting of Creditors on Nov. 4
KINDERCARE: Moody's Ups CFR to B2 Amid IPO Debt Paydown
KODIAK TRUCKING: Gets Ok to Use Cash Collateral Until March 2025
LAMB WESTON: Moody's Alters Outlook on 'Ba2' CFR to Stable
LEFEVER MATTSON: U.S. Trustee Appoints Creditors' Committee
LIMETREE BAY: Port Hamilton Suit Moved to Texas Federal Dist. Court
LODGING ENTERPRISES: Seeks to Extend Exclusivity to April 22, 2025
LORDSTOWN MOTORS: Court Narrows Claims in Hon Hai, et al. Suit
MATTHEW SAND: Seeks to Hire J.M. Cook P.A. as Counsel
MAX SALAS: Court Affirms Rulings in Brekelmans, et al. Case
MBMG HOLDING: In Chapter 11 to Sell to Humana Unit for $45-Mil.
MCDANIEL LOGGING: Gets OK to Hire Woodall & Woodall as Counsel
MCDANIEL LOGGING: James Overstreet Named Subchapter V Trustee
MEGA ENTERTAINMENT: Hires Golan Christie Taglia as Legal Counsel
MEGA ENTERTAINMENT: Robert Handler Named Subchapter V Trustee
MID-STATES PAINT: Court OKs Sale of Paint Formulae
MILLENNIA CARDIOVASCULAR: Taps Hendren Redwine & Malone as Counsel
MISTY MOON: James LaMontagne Named Subchapter V Trustee
MONTE JOHNSTON: Gets OK to Use Cash Collateral Until Oct. 31
MOORE MEDICAL: L. Todd Budgen Named Subchapter V Trustee
NEW PHILADELPHIA: Voluntary Chapter 11 Case Summary
NEXT LEVEL: Hires Shannon & Lee LLP as Bankruptcy Counsel
NEXT LEVEL: Seeks to Hire Agents of Texas as Real Estate Broker
NOVA LIFESTYLE: Inks Deal to Buy $4.65 Worth of Furniture Products
ODYSSEY MARINE: Wins $37.1 Million NAFTA Arbitration Case
OFFICE PROPERTIES: Issues 2.55-Mil. Shares in Exchange Agreements
P&L DEVELOPMENT: Moody's Affirms 'Caa2' CFR, Outlook Negative
PACK LIQUIDATING: Kepler Loses Bid to Dismiss Adversary Case
PETER PAN SEAFOODS: Former Owner Wins Auction
PORTERFIELD-SCHEID MANAGEMENT: Hires Decain Group as Realtor
POWER BLOCK: Exceeds Subchapter V Debt Limit, Court Rules
PROVISION BREAD: Hires M3 & Associates LLP as Accountant
QUANTUM CORP: Regains Compliance With Nasdaq Listing Rule
QUIRCH FOODS: S&P Alters Outlook to Negative, Affirms 'B' ICR
R2 MARKETING: Hires Menchaca & Company LLP as Financial Advisor
RECEPTION PURCHASER: S&P Downgrades ICR to 'D' on Debt Exchange
RED RIVER: Court Rules Chapter 11 Case Stays in Texas
RELIABLE ENERGY: Ryan James Richmond Named Subchapter V Trustee
RELIANT LIFE SHARES: Sec. 341(a) Meeting of Creditors on Nov. 5
RENOVARO INC: Incurs $80.65 Million Net Loss in FY Ended June 30
RESTORED TRUCKING: Linda Gore Named Subchapter V Trustee
REVIVA PHARMACEUTICALS: Grants Stock Options to 3 Execs
REVLON INC: Talc Claimants' Appeal Goes Straight to Second Circuit
RIC (AUSTIN): Hires Munsch Hardt Kopf & Harr as Legal Counsel
RIC (AUSTIN): Seeks to Tap O&L as Special Development Consultant
RIC (AUSTIN): Taps HMP Advisory Holdings as Restructuring Advisor
RKO SERVICES: Court Allows Renewed Application to Hire Burks
ROUTE 66: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
RQMJXL LLC: Court Allows Renewed Application to Hire Burks
SAMJANE PROPERTIES: Sale of Florissant Property to Best Wash OK'd
SEARED INC: Gerard Luckman Named Subchapter V Trustee
SHARING SERVICES: Executes 1,400-to-1 Reverse Stock Split
SHIRER FAMILY: Greta Brouphy Named Subchapter V Trustee
SIGNAL RELIEF: Seeks to Tap Tanner as Tax Preparer and Accountant
SILVER CREEK: Seeks to Tap Mumford Company as Real Estate Broker
SILVERADO STAGES: Court Affirms Summary Judgment in Saia Suit
SILVERGATE CAPITAL: Stilwell Wants Bankruptcy Examiner
SILVERGATE CAPITAL: U.S. Trustee Unable to Appoint Committee
SITIO ROYALTIES: S&P Affirms 'B' ICR, Outlook Stable
SOLAR BIOTECH: Committee Seeks to Hire Esbrook as Delaware Counsel
SOLIGENIX INC: Amends Loan Agreement With Pontifax Medison
SONOMA CELLAR: Angela Shortall of 3Cubed Named Subchapter V Trustee
SOUTH COAST EQUIPMENT: U.S. Trustee Unable to Appoint Committee
SOUTH HILLS: PCO Reports No Staffing Changes
SPHERE 3D: Falls Short of Nasdaq's Minimum Bid Price Requirement
SPORTS INTERIORS: Hires Cohen and Wolf P.C. as Special Counsel
STAFFING 360: Inks Amendment No. 31 to MidCap Credit Agreement
STEWARD HEALTH: Gets Court Okay to Sell 2 Add'l Texas Hospitals
STEWARD HEALTH: Quality of Care Maintained, 2nd PCO Report Says
SUNLIGHT FINANCIAL: All Premium Must Commence Arbitration by Nov 4
SUNNY ENERGY: Seeks to Hire WSM Auctioneers as Auctioneer
SUNPOWER CORP: Unsecureds' Recovery "TBD" in Sale Plan
SUPREME ELECTRICAL: Hires Kane Russell Coleman Logan as Counsel
SUPREME ELECTRICAL: Taps C Schwartz Consulting as Financial Advisor
SUPREME ELECTRICAL: Taps Ruth A. Van Meter as Conflicts Counsel
SWITCHBACK COFFEE: Hires M3 & Associates LLP as Accountants
TENEO HOLDINGS: Moody's Affirms 'B2' CFR, Outlook Remains Stable
TEST AND BALANCING: Hires Ken M. Hrica as Accountant
TRUE VALUE: Selling to Do It Best for $153M, Files Chapter 11
TURKEY LEG: Court Rules in Favor of Chapter 7 Conversion
UNITED WHOLESALE: Moody's Puts 'Ba3' CFR on Review for Upgrade
US JET: Seeks Approval to Hire David C. Johnston as Attorney
VERECORE LLC: Selling Infra Assets for Crypto Mining
VERITEC INC: Incurs $1.06 Million Net Loss in FY Ended June 30
VOYAGER DIGITAL: Attorneys Receive $1.3-Mil. from Settlement Claims
WALKER COUNTY: Allied World Bound to Provide Ex-CEO D&O Coverage
WARHORSE SH WEST: Court Approves Use of Cash Collateral
WEINSTEIN CO: Liquidating Trust Reaches Deal With David O. Russell
WELLPATH HOLDINGS: S&P Lowers ICR to 'D' on Missed Payments
WESTLAKE SURGICAL: No Decline in Patient Care, 7th PCO Report Says
WHITESTONE OFFICES: Court OKs Sale to Majestic Enterprises
WILD CARGO: Seeks to Hire Weinberg Law Firm as Bankruptcy Counsel
WILLAMETTE VALLEY: Updates Restructuring Plan Disclosures
WNK FOODS INC: Sec. 341(a) Meeting of Creditors on November 6
WOODFIELD ROAD: To Sell Damascus Apartment for $5.8MM
WYNN RESORTS: Subsidiary Extends Loan Maturity to 2028
*********
1700 EDGEWATER: Hires Elevate Law Group as Bankruptcy Counsel
-------------------------------------------------------------
1700 EDGEWATER, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Oregon to employ Elevate Law Group as
Bankruptcy counsel.
The firm's services include:
a. giving the Debtor legal advice with respect to its business
operations;
b. assisting the Debtor in any proposed reorganization of its
business;
c. if authorized, filing an appropriate petition for relief
under Title 11 of the United States Bankruptcy Code;
d. giving the Debtor legal advice with respect to its powers
and duties in any proceeding in bankruptcy;
e. proposing on behalf of the Debtor all necessary
applications, answers, orders, reports or other legal papers; and
f. performing for the Debtor any and all other legal services
which may be necessary in connection with the filing of any
petition or proceeding in bankruptcy.
The firm will be paid at these rates:
Nicholas J. Henderson, Partner $515 per hour
Alex C. Trauman, Partner $515 per hour
Troy G. Sexton, Partner $450 per hour
Jeremy Tolchin, Associate $435 per hour
Sean Glinka, Associate $435 per hour
Ryan Ripp, Associate $295 per hour
Noah Maurer, Associate $295 per hour
Leona Yazdidoust, Associate $275 per hour
Paralegal $200 per hour
Legal Assistants $175 per hour
The firm will be paid a retainer in the amount of $25,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Nicholas J. Henderson, a partner at Elevate Law Group, 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:
Nicholas J. Henderson, Esq.
Elevate Law Group
6000 Meadows Road, Suite 450
Lake Oswego, OR 97035
Tel:(503) 417-0508
E-mail: nick@elevatelawpdx.com
About 1700 EDGEWATER, LLC
1700 Edgewater LLC sought relief under Subchapter V of Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Or. Case No. 24-62194) on
Sept. 30, 2024. In the petition filed by Charles A. Sides, as
member, the Debtor reports estimated assets between $10 million and
$50 million and estimated liabilities between $1 million and $10
million.
The Honorable Bankruptcy Judge David W. Hercher handles the case.
The Debtor is represented by:
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
1728 DETROIT: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The U.S. Trustee for Region 21 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of 1728 Detroit Court Partners, LLC.
About 1728 Detroit Court Partners
1728 Detroit Court Partners, LLC filed Chapter 11 petition (Bankr.
N.D. Ga. Case No. 24-59220) on September 1, 2024, with $100,001 to
$500,000 in both assets and liabilities.
Judge Jeffery W. Cavender oversees the case.
Natalyn Archibong, Esq., at the Law Offices of Natalyn Archibong is
the Debtor's legal counsel.
2140 DRUID HILL AVE: Hits Chapter 11 Bankruptcy Protection
----------------------------------------------------------
2140 Druid Hill Ave LLC filed Chapter 11 protection in the District
of Maryland. According to court filing, the Debtor reports $422,879
in debt owed to 1 and 49 creditors. The petition states funds will
be available to unsecured creditors.
About 2140 Druid Hill Ave LLC
2140 Druid Hill Ave LLC owns in fee simple three properties located
in Baltimore, Maryland having an aggregate value of $1.06 million.
2140 Druid Hill Ave LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 24-18408) on Oct. 6, 2024.
In the petition filed by Ebony Gill, as president, the Debtor
reports total assets of $1,075,750 and total liabilities of
$422,879.
The Honorable Bankruptcy Judge Nancy V. Alquist handles the case.
The Debtor is represented by:
Donald L. Bell, Esq.
LAW OFFICE OF DONALD L. BELL
6305 Ivy Lane
Suite 315
Greenbelt, MD 20770
Tel: (301) 614-0535
Fax: (240) 883-6816
E-mail: donbellaw@gmail.com
560 SEVENTH AVENUE: Hires LW Hospitality Advisors as Appraiser
--------------------------------------------------------------
560 Seventh Avenue Owner Primary, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ LW
Hospitality Advisors as its appraiser.
The firm will render these services:
(a) collect the relevant characteristics about the subject
property;
(b) conduct a physical inspection of both the interior and
exterior of the subject property, as well as its surrounding
environs;
(c) consider the micro and/or macro market environments with
respect to physical and economic factors relevant to the valuation
process;
(d) analyze the data gathered through the use of appropriate
and accepted appraisal methodology to arrive at a probable value
indication via each applicable approach to value; and
(e) correlate and reconcile the results into a reasonable and
defensible value conclusion, and estimate a reasonable exposure
time and marketing time associated with the value opinions
presented.
The Debtor will pay the firm a total fee of $14,000.
`
Evan Weiss, a principal at LW Hospitality Advisors, 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:
Evan Weiss
LW Hospitality Advisors
200 West 41st, Suite 602
New York, NY 10036
Telephone: (212) 300-6684
Email: evan.weiss@lwhadvisors.com
About 560 Seventh Avenue Owner Primary
560 Seventh Avenue Owner Primary LLC owns and operates the
Margaritaville Resort Times Square Hotel located at 560 Seventh
Avenue, New York, NY. The Debtor sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-11289) on
August 12, 2023. In the petition signed by Stehian Pomerantz,
president, the Debtor disclosed up to $500 million in both assets
and liabilities.
Judge Philip Bentley oversees the case.
Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP
represents the Debtor as legal counsel.
727 15TH ST. NW: Swartzell Building in D.C. Up for Auction
----------------------------------------------------------
Ben Peters, Staff Reporter for the Washington Business Journal,
reports Ten-X is hosting an auction starting Monday for the
13-story, 40,420-square-foot office building, known as the
Swartzell, Rheem & Hensey Co. Building, at 727 15th St. NW, located
a block from the White House in D.C.'s Financial Historic District.
The auction is set for Oct. 21 to 23 and bidding starts at $3.4
million, according to Ten-X's web site.
The report notes the building's current owner, National Community
Reinvestment Coalition, purchased the 117-year-old building in 2004
for $8.6 million. The building has been for sale since at least
2022, marketed by real estate firm Cresa the report adds. The
report notes NCRC operated out of 727 15th for years but no longer
has an office there.
The report, citing D.C. property tax records, says the Property's
2025 assessed value is $13 million, down from $15.1 million in
2023.
A&R CONSTRUCTION: Seeks to Tap Lane Law Firm as Legal Counsel
-------------------------------------------------------------
A&R Construction, LLC seeks approval from the U.S. Bankruptcy Court
for Western District of Texas to employ The Lane Law Firm, PLLC as
legal counsel.
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 its
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 bankruptcy court, the
appellate courts, and other courts in which matters may be heard
and protect the interests of the Debtor before said courts and the
United States Trustee; and
(g) perform all other necessary legal services in this case.
The hourly rates of the firm's counsel and staff are as follows:
Robert C. Lane, Partner $595
Joshua D. Gordon, Partner $550
Associate Attorneys $500
Paralegals/Legal Assistants $250
The firm also received a total retainer of $31,000 from the
Debtor.
Mr. Lane 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:
Robert C. Lane, Esq.
The Lane Law Firm, PLLC
6200 Savoy, Suite 1150
Houston, Texas 77036
Telephone: (713) 595-8200
Facsimile: (713) 595-8201
Email: notifications@lanelaw.com
About A&R Construction
A&R Construction LLC provides construction services specializing in
septic system installation, site development, excavation, and
demolition.
A&R Construction sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-52008) on Oct. 7,
2024. In the petition signed by Tyler Mason, owner, the Debtor
disclosed $207,112 in assets and $1,060,874 in liabilities.
Judge Craig A. Gargotta oversees the case.
Robert C. Lane, Esq., at The Lane Law Firm, PLLC serves as the
Debtor's counsel.
ABRITE ELECTRIC: Unsecureds Will Get 100% of Claims over 5 Years
----------------------------------------------------------------
Abrite Electric Corp. filed with the U.S. Bankruptcy Court for the
Southern District of Florida a Disclosure Statement in support of
Plan of Reorganization dated September 5, 2024.
The Debtor is in the construction materials transportation business
and as debts exceeded gross receipts, the Debtor became delinquent
in its secured and unsecured debt obligations.
The Debtor sought relief under the Bankruptcy Code to, among other
things, seek confirmation of a plan which modified its secured
obligations and dedicated his anticipated profits towards the
repayment of creditors.
General unsecured creditors are classified in Class 2, and will
receive an approximate distribution of 100% of their allowed
claims.
Class 2 consists of all allowed general unsecured claims. The
allowed unsecured claims total $124,185.89. The Class 2 creditors
shall share pro rata in a total distribution in the approximate
amount of $124,185.89 (the "Total Plan Payment") which shall be
paid in installments of $12,418.59 bi-annual (every 6 months) over
5 years, i.e. ten bi-annual payments totaling $124,185.89, with the
first payment beginning the 30th day of the month following the
effective date of this Plan.
If there is an objection based upon the absolute priority rule and
new value contribution, the Debtor reserves the right to supplement
accordingly.
Class 3 consists of the Debtor's interest in property of the
estate, which is retained under this Plan. the Debtor has committed
the value of 60 months of its profit toward funding the Plan, and
otherwise met all of the requirements under the Bankruptcy Code.
Class 3 is presumed to accept this Plan and is not entitled to
vote.
The means necessary for the execution of this Plan include the
Debtor's income from its business operations. The Debtor shall, and
believes it can, generate and receive sufficient income to the
amount necessary to enable it to make all payments due under the
Plan. The Debtor shall be the disbursing agent.
A full-text copy of the Disclosure Statement dated September 5,
2024 is available at https://urlcurt.com/u?l=Qfyz4p from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Ariel Sagre, Esq.
SAGRE LAW FIRM, P.A.
5201 Blue Lagoon Drive, Suite 892
Miami, FL 33126
Tel: (305) 266-5999
Fax: (305) 265-6223
Email: law@sagrelawfirm.com
About Abrite Electric Corp.
Abrite Electric Corp. is in the construction materials
transportation business.
The Debtor filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-11723) on Feb.
23, 2024, with $100,001 to $500,000 in assets and $500,001 to $1
million in liabilities.
Ariel Sagre, Esq. at Sagre Law Firm, P.A., is the Debtor's
bankruptcy counsel.
ACCURIDE CORP: Secures Court Approval of $103M DIP Loan
--------------------------------------------------------
Dorothy Ma of Bloomberg Law reports that ankrupt wheel supplier
Accuride, backed by private equity firm Crestview Partners, won
court approval to get debtor-in-possession financing from some
existing lenders.
US bankruptcy court Judge Kate Stickles said she'd grant the DIP
order on an interim basis at a Friday hearing in Delaware.
An ad-hoc group of lenders agreed to provide the DIP financing in
an aggregate principal amount of up to $103 million, according to
court papers. The lending will consist up to $30 million new money
term loan and $73 million roll-up loan.
About Accuride Corp.
Accuride Corporation and its affiliates are a global leader in
steel and aluminum wheels and wheel-end components and assemblies,
supplying innovative products to over 1,000 customers in the
commercial vehicles, passenger cars, agriculture, construction and
industrial equipment markets.
Headquartered in Livonia, Michigan, the Debtors are part of a
global enterprise that employs approximately 3,600 individuals at
facilities in the United States, Canada, Mexico, Germany, France,
Turkey, Russia, and China.
Accuride's U.S. entities first filed for Chapter 11 protection in
October 2009, also in Delaware, to restructure in excess of $675
million in debt. The Court confirmed the Company's Plan of
Reorganization in February 2010.
On Oct. 9, 2024, Accuride Corp. and its U.S. entities filed
voluntary petitions for protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-12289). Accuride
reported $500 million to $1 billion in assets and liabilities as of
the bankruptcy filing.
In the new chapter 11 cases, the Debtors tapped KIRKLAND & ELLIS
LLP as bankruptcy counsel, YOUNG CONAWAY STARGATT & TAYLOR, LLP, as
local bankruptcy counsel, and PERELLA WEINBERG PARTNERS LP as
investment banker. ALVAREZ & MARSAL NORTH AMERICA, LLC, is the CRO
provider. OMNI AGENT SOLUTIONS is the claims agent.
ADVANCED DOMINO: Case Summary & Six Unsecured Creditors
-------------------------------------------------------
Debtor: Advanced Domino, Inc
d/b/a Domino Supermarket
1824 Kings Highway
Brooklyn, NY 11229
Business Description: Domino Supermarket is a grocery store in
Brooklyn, NY that offers a variety of food
and household items for local residents.
Chapter 11 Petition Date: October 15, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-44263
Judge: Hon. Elizabeth S Stong
Debtor's Counsel: Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
2799 Coney Island Avenue
Suite 202
Brooklyn, NY 11235
Tel: (718) 513-3145
Fax: (347) 342-3156
E-mail: alla@kachanlaw.com
Total Assets: $800,667
Total Liabilities: $1,219,101
The petition was signed by Victoria Salkinder as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's six unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/OJYVJPI/Advanced_Domino_Inc__nyebke-24-44263__0001.0.pdf?mcid=tGE4TAMA
ALEGEUS TECHNOLOGIES: S&P Discontinues 'B-' Issuer Credit Rating
----------------------------------------------------------------
S&P Global Ratings discontinued its 'B-' issuer credit rating on
Alegeus Technologies Holdings Corp. following confirmation that the
company has withdrawn its anticipated dividend recapitalization
transaction.
At the same time, S&P discontinued its issue-level ratings on the
company's earlier proposed credit facilities.
The outlook was stable at the time of the discontinuance.
ALIERA COS: Court Narrows Claims in HRT Adversary Proceeding
------------------------------------------------------------
In the case captioned as ALIERA LT, LLC, AS LIQUIDATING TRUSTEE FOR
THE ALIERA COMPANIES, INC. D/B/A ALIERA HEALTHCARE INC., ET AL. and
NEIL F. LURIA, IN HIS CAPACITY AS THE TRUSTEE OF THE SHARITY
MINISTRIES, INC., LIQUIDATING TRUST, Plaintiffs, v. HEALTH REFORM
TEAM, INC., Defendant, Adversary Proceeding No. 23-05203-JRS
(Bankr. N.D. Ga.), Judge James R. Sacca of the United States
Bankruptcy Court for the Northern District of Georgia (i) denied
Health Reform Team, Inc.'s Motion to Dismiss Counts VII, VIII, and
IX of the Amended Complaint and (ii) granted Defendant's Motion to
Dismiss Count VI and dismissed Count VI with prejudice.
The Plaintiffs in this case are trustees of liquidation trusts for
the benefit of creditors established pursuant to confirmed Chapter
11 plans of liquidation in In re The Aliera Companies, Inc., et al
and In re Sharity Ministries, Inc. f/k/a Trinity Healthshares, Inc.
They have filed an action against Health Reform Team, Inc. seeking
to recover damages to the debtors' estates in excess of $12,000,000
on account of Defendant's alleged participation in a massive fraud
scheme involving the sale of purported healthcare plans under the
guise of a healthcare sharing ministry. Defendant, a health
insurance broker, allegedly played a critical role in the marketing
and sale of these fraudulent health insurance-like products to
individual consumers. This is one of more than 30 adversary
proceedings filed by the Plaintiffs against brokers for their
alleged participation in this scheme.
In addition to the Aliera Trustee seeking to recover fraudulent
transfers under Georgia law from Defendant, the Aliera Trustee also
asserts Georgia common law tort claims and the Sharity Trustee
asserts a claim arising under the Georgia RICO statute against
Defendant. Defendant has filed a Motion to Dismiss the Georgia
common law tort claims and the Georgia RICO claim, wherein it
argues the Trustees lack standing to bring the claims, the claims
are barred by in pari delicto, and the Trustees fail to state
claims upon which relief can be granted.
Breach of Fiduciary Duty
Defendant argues that Count VI should be dismissed because the
Aliera Trustee failed to allege that there was a breach of a
fiduciary duty owed by Defendant to Aliera.
The Court finds that the Amended Complaint does not sufficiently
allege that the agreement between Aliera and Defendant was anything
more than an arm's length business transaction with respect to
whether the Defendant owed a fiduciary duty to Aliera. Defendant
allegedly agreed to the Call Center Agreement and Agency Agreements
with Aliera and received sales and marketing materials and training
from Aliera. But nothing in the allegations shows that this
relationship was a fiduciary relationship, the Court states.
Defendant was in a position to negotiate with Aliera and Aliera's
Insiders about a new Revenue Share Agreement to advance the
parties' business interests in increasing their income. This
further shows that the parties' alleged business relationship was
arm's length.
In addition, one of the hallmarks of a fiduciary
relationship—control over another's funds -- was not alleged.
Not only is the Complaint void of any allegation that Defendant
mishandled Aliera's funds, but it is also void of any allegation
that the Defendant even had access to Aliera's funds -- by contract
or otherwise, the Court finds.
Regardless of whether the Court did not find that this count fails
for lack of standing, the Court still would have found that the
Aliera Trustee failed to state a claim for breach of fiduciary duty
because it failed to adequately allege that Defendant owed a
fiduciary duty to Aliera. Accordingly, the Court grants the Motion
with respect to Count VI and dismisses that Count.
Aiding and Abetting Breach of Fiduciary Duty
Defendant next argues that the Aliera Trustee failed to state a
claim for aiding and abetting breach of fiduciary duty under Count
VII of the Amended Complaint.
The Court disagrees.
In this case, the Aliera Trustee sufficiently alleged that Aliera's
directors and officers owed fiduciary duties to Aliera by the
nature of their positions within the corporation. Next, the Aliera
Trustee has met its burden of alleging a breach of the fiduciary
duties of good faith and loyalty by pleading that the Aliera
Insiders took more than half of all of Aliera's funds for
themselves, leaving the company insolvent. The Aliera Trustee
pointed to deliberate actions by Aliera's Insiders to create a
fraudulent HCSM scheme whereby the Aliera Insiders allegedly looted
the company for their own personal benefit and that of Defendant.
Additionally, the Aliera Trustee has
sufficiently alleged that Aliera's Insiders breached their duties
to Aliera through their mishandling of the Aliera's assets and
misrepresentations about the HSCM plans.
The Court finds that based on the allegations in the Amended
Complaint, it is plausible that Defendant was an experienced
insurance broker that routinely worked with companies and their
officers and knew that Aliera's Insiders owed a fiduciary duty to
Aliera because of their positions within the corporation.
The Court concludes that the Aliera Trustee sufficiently pleaded
that Defendant "acted purposely and with malice and the intent to
injure" Aliera.
And finally, because Defendant's conduct prevented Aliera from
having enough money to pay its liabilities, created further claims
against Aliera for each sale of an unlawful plan and caused Aliera
to have to defend regulatory actions and lawsuits, the Aliera
Trustee sufficiently pleaded the injury element of this claim.
The Court finds that the Aliera Trustee has stated a claim for
aiding and abetting breach of fiduciary duty against Defendant. As
such, Defendant's motion to dismiss this claim is denied.
Civil Conspiracy
Defendant next contends the Court should dismiss Count VIII of the
Amended Complaint for failure to state a claim of civil conspiracy.
Defendant was alleged to be an experienced insurance broker who
knowingly accepted unreasonably high commissions as part of a
scheme between the Aliera Insiders and Defendant to strip Aliera of
its cash and leave Aliera with an inability to pay its expenses.
The Court can plausibly infer from these facts that Defendant had a
meeting of the minds with Aliera's Insiders to sell unlawful HCSM
plans, knowing that those plans were unlawful, and carried out that
unlawful design for the personal benefit of Defendant and Aliera's
Insiders at the expense of Aliera.
The Aliera Trustee has stated a claim for civil conspiracy by
adequately pleading a meeting of the minds, an underlying tort, and
actions undertaken by Aliera's Insiders and Defendant to carry out
the unlawful design. Therefore, Defendant's motion to dismiss the
Aliera Trustee's civil conspiracy claim is denied, the Court
holds.
Georgia RICO
Finally, the Court will address Defendant's argument that the
Sharity Trustee failed to state a claim for Georgia RICO in Count
IX of the Amended Complaint.
In this case, the Sharity Trustee alleges that Defendant was a
member of an enterprise with Aliera's Insiders and the other
insurance brokers employed by Aliera. Because the Sharity Trustee
as alleged that Defendant, among other brokers, was hired by
Aliera's Insiders to sell the HCSM plans, the Court finds that an
enterprise association of entities has been plausibly pleaded by
the Sharity Trustee.
The Court finds that the Sharity Trustee has pleaded, with
sufficient particularity, that Defendant intentionally participated
in a scheme whereby Defendant used wires -- its call center, email,
and websites -- to sell fraudulent healthcare products to the
Consumer Members, knowing that the scheme was fraudulent so that
Defendant, the Aliera Insiders, and the alleged enterprise more
generally, could obtain funds at Sharity's expense.
Based on the allegations in the Amended Complaint, matters of
public record in Aliera and Sharity that the Court has taken
judicial notice of, and the arguments of the parties in the briefs,
the Court finds that the Trustees have met their burden of
establishing standing and stating a claim for all but Count VI of
the Amended Complaint. The Court also finds that it is premature at
this stage of the proceeding for the Court to apply the in pari
delicto defense to dismiss the Trustees' Georgia law claims.
Accordingly, based on the foregoing, the Defendant's Motion to
Dismiss Counts VII, VIII, and IX of the Amended Complaint for lack
of standing, the in pari delicto defense and failure to state a
claim is denied; and the Defendant's Motion to Dismiss Count VI for
lack of standing, and in the alternative for failure to state a
claim, is granted, such that Count VI is dismissed with prejudice.
A copy of the Court's decision dated October 1, 2024, is available
at https://urlcurt.com/u?l=AgzQDD
About Aliera Cos. Inc.
Aliera Cos. Inc. is focused on providing a full spectrum of
revolutionary options and services to a multitude of industries
that fit every need and budget. The company provides services to
support its subsidiaries, which focus on the unique aspects of the
health care industry.
Plaintiffs in a case -- docketed as Hanna Albina and Austin
Willard, individually and on behalf of others similarly situated,
Plaintiffs, v. The Aliera Companies, Inc., Trinity Healthshare,
Inc. and Oneshare Health, LLC Unity Healthshare, LLC, Case No.
20-CV-00496, (E.D. Ky., Dec. 11, 2020) -- filed an involuntary
petition under Chapter 11 of the Bankruptcy Code against Aliera
(Bankr. D. Del. Case No. 21-11548) on Dec. 5, 2021.
Joseph H. Huston, Jr., Esq., of Stevens & Lee, P.C., is the
petitioners and plaintiffs' counsel.
On Dec. 21, 2021, Aliera filed a voluntary Chapter 11 petition
(Bankr. N.D. Ga. Case No. 21-59493), disclosing assets of $1
million to $10 million and liabilities of $500 million to $1
billion. Advevo LLC and three other Aliera affiliates
– Ensurian Agency LLC, Tactic Edge Solutions LLC
and USA Benefits & Administrators LLC -- also filed voluntary
Chapter 11 petitions on Dec. 21, 2021.
On Jan. 25, 2022, the petitioning creditors obtained an order
granting their motion to transfer the voluntary Chapter 11 cases to
the Delaware Bankruptcy Court, which has been overseeing the
liquidation of Aliera's affiliated corporation, Trinity
Healthshare, Inc., now known as Sharity Ministries, Inc.
On Feb. 16, 2022, Judge John T. Dorsey of the Delaware Bankruptcy
Court ordered the consolidation of Aliera's voluntary Chapter 11
proceeding with the involuntary case filed by the petitioning
creditors (with Case No. 21-11548 being the surviving case number)
and terminated the company's voluntary proceeding.
Meanwhile, Judge Dorsey ordered the joint administration of the
involuntary proceeding and the four other voluntary cases filed by
the Aliera affiliates, with Case No. 21-11548 as the lead
bankruptcy case.
The Debtors tapped J. Robert Williamson, Esq., at Scroggins &
Williamson, P.C. and Monzack Mersky and Browder, PA as bankruptcy
counsels; SeatonHill Partners, LP as financial advisor; and Katie
Goodman, managing member of GGG Partners, LLC, as chief liquidation
officer. Epiq Corporate Restructuring, LLC is the claims and
noticing agent and administrative advisor.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors on Feb. 21, 2022. The committee is represented
by Greenberg Traurig, LLP.
ALROSE PATCHOGUE: Hires Marcus & Millichap as Real Estate Broker
----------------------------------------------------------------
Alrose Patchogue, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to employ Marcus & Millichap
Real Estate Investment Services, Inc. as real estate broker.
The firm will market and sell the Debtor's interest in the
commercial property known as the Waverly Plaza located at 351-441
North Service Road, Patchogue, New York 11772, Suffolk County.
The firm will be paid 2 percent of the first $6,000,000 of the
purchase price of the Property, two and a half percent for that
portion of the purchase price which exceeds $6,000,000 but is less
than $8,000,001, and three percent for that portion of the purchase
price which exceeds $8,000,000.
Michael Tuccillo, a partner at Marcus & Millichap Real Estate
Investment Services, Inc., 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:
Michael Tuccillo, Esq.
Marcus & Millichap Real Estate
Investment Services, Inc.
260 Madison Avenue 5th Floor
New York, NY 10016
Tel: (212) 430-5100
About Alrose Patchogue, LLC
Alrose Patchogue is a Single Asset Real Estate debtor (as defined
in 11 U.S.C. Section 101(51B)).
Alrose Patchogue, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
24-10836) on May 14, 2024, listing $10,005,901 in assets and
$5,163,314 in liabilities. The petition was signed by Penny Hart as
manager.
Dawn Kirby, Esq. at Kirby Aisner & Curley, LLP represents the
Debtor as counsel.
ALVEERU INC: Seeks to Tap Moshe K. Silver as Bankruptcy Counsel
---------------------------------------------------------------
Alveeru Inc. seeks approval from the U.S. Bankruptcy Court for the
Eastern District of New York to employ the Law Office of Moshe K.
Silver as bankruptcy counsel.
The firm's services include:
(a) advise the Debtor and prepare all necessary documents
related to debt restructuring, bankruptcy proceedings, asset
dispositions, and other legal papers required for the
administration of this Chapter 11 case;
(b) take all necessary actions to protect and preserve the
Debtor's estate and represent it in court to protect its interests
during the pendency of this Chapter 11 case;
(c) counsel the Debtor regarding its rights and obligations;
and
(d) perform all other legal services necessary and proper to
further the Debtor's operations and the successful administration
of this case.
The firm's attorneys will be paid at an hourly rate of $300 plus
out-of-pocket expenses.
Moshe Silver, Esq., disclosed in a court filing that his firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Moshe K. Silver, Esq.
The Law Office of Moshe K. Silver
5th Ave., Ste. 1402-703
New York, NY 10016
Telephone: (212) 444-9972
Email: msilverlaw@gmail.com
About Alveeru Inc.
Alveeru Inc. filed Chapter 11 bankruptcy petition (Bankr. E.D.N.Y.
Case No. 24-42417) on June 6, 2024. In the petition signed by Ahron
Berlin, officer, the Debtor disclosed up to $10 million in assets
and up to $500,000 in liabilities.
Judge Nancy Hershey Lord oversees the case.
The Law Office of Moshe K. Silver serves as the Debtor's counsel.
AMTECH SYSTEMS: Repays $3.8MM Loan, Terminates UMB Bank Facility
----------------------------------------------------------------
Amtech Systems, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that effective September
11, 2024, the Company has paid off the $3.8 million outstanding
under its Loan and Security Agreement with UMB Bank, N.A. and
voluntarily terminated this facility.
About Amtech Systems Inc.
Tempe, Ariz.-based Amtech Systems, Inc. is a global manufacturer of
capital equipment, including thermal processing, wafer polishing
and cleaning, and related consumables used in fabricating
semiconductor devices, such as silicon carbide (SiC) and silicon
power devices, analog and discrete devices, electronic assemblies,
and light-emitting diodes (LEDs). It sells these products to
semiconductor device and module manufacturers worldwide,
particularly in Asia, North America, and Europe.
As of June 30, 2024, Amtech Systems had $127.1 million in total
assets, $45.3 million in total liabilities, and $81.7 million in
total shareholders' equity.
As of September 30, 2023, the Company was not in compliance with
the Debt to EBITDA and Fixed Charge Coverage Ratio financial
covenants under its Loan and Security Agreement with UMB Bank, N.A.
dated January 17, 2023. On December 5, 2023, the Company entered
into a Forbearance & Modification Agreement with the lender,
pursuant to which the lender agreed to forbear from exercising its
rights and remedies available as a result of such default. The
Company will be operating under the terms of the Forbearance
Agreement through January 17, 2025.
APEX AG SOLUTIONS: Starts Subchapter V Bankruptcy Protection
------------------------------------------------------------
Apex Ag Solutions LLC filed Chapter 11 protection in the Southern
District of Indiana. According to court filing, the Debtor reports
$2,094,515 in debt owed to 1 and 49 creditors. The petition states
funds will be available to unsecured creditors.
About Apex Ag Solutions
Apex Ag Solutions LLC is a diversified full-service industrial
contractor specializing in grain, aggregate and industrial
maintenance.
Apex Ag Solutions LLC sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 24-05408)
on October 6, 2024. In the petition filed by Torey Hunt, as
president, the Debtor reports total assets of $1,467,920 and total
liabilities of $2,094,515.
The Honorable Bankruptcy Judge James M. Carr handles the case.
The Debtor is represented by:
KC Cohen, Esq.
KC COHEN, LAWYER, PC
1915 Broad Ripple Ave.
Indianapolis, IN 46220
Tel: 317-715-1845
E-mail: kc@esoft-legal.com
ARTIFICIAL INTELLIGENCE: Keeps No Reverse Split Commitment to 2026
------------------------------------------------------------------
Artificial Intelligence Technology Solutions, Inc. a global leader
in AI-driven security and productivity solutions, announced an
extension of its commitment to not executing a reverse split before
January 1, 2026, with two exceptions.
"The filing commits the Company to extend by one year its current
'no reverse split' corporate amendment. The current amendment was
scheduled to expire on January 1, 2025. The commitment now extends
to at least January 1, 2026, with two exceptions: the Company
uplists to NASDAQ or the NYSE, or our authorized shares are
reversed at the same rate as our outstanding shares."
"While we have had no intention of conducting a reverse stock split
until we uplist to a major exchange, I understand the stress put on
retail investors bombarded with rumors of a reverse split despite
my continued statements to the contrary. Our extending this time
period by 1 year is about continuing the incredible relationship we
have with our investing community," said Steve Reinharz, CEO of
AITX.
"As we've noted, we can bring RAD Inc. to profitability should we
choose to halt innovation and reduce the rate of growth. It's the
first step to total profitability. Furthermore, we believe RAD-R,
home of RADCam™, can be fully profitable its first year. We're on
track to operational profitability, net of a few items this fiscal
year." Reinharz noted.
Alongside this, AITX has filed to increase its authorized share
count to 15 billion common stock shares from its current authorized
maximum of 12.5 billion. This 20% increase is expected to be
released incrementally, over a period of time. Use of funds will
continue to fund growth, R&D, and normal business operations.
AITX desires to continue and accelerate key projects and
innovations that are expected to change the landscape of AI
security, from groundbreaking residential solutions like RADCam to
autonomous mobile robots like ROAMEO™ and RADDOG™. The
strategic increase in shares is all about ensuring AITX has the
resources to put the pedal to the metal - investing heavily in
innovation, expanding marketing efforts, and grabbing market share
while it's ripe for the taking. Ultimately all of this is expected
to add exponential shareholder value, as the company has shown by
revenue growth over the past few years and continuing forward.
"Realizing how our vision is coming together is electrifying, and
simply put, we must continue to invest," added Reinharz. "Our
development pipeline is loaded with projects that are not just
pushing boundaries, they're redefining the security and robotics
industries. ROAMEO, RADDOG, RADCam, HOAP, and more are poised to
revolutionize how companies and consumers approach security. But to
do that, we need to continue moving at full throttle. This
increased financial flexibility is critical to positioning us not
just to compete in these spaces, but to lead them."
About Artificial Intelligence Technology
Headquartered in Ferndale, Mich., Artificial Intelligence
Technology Solutions Inc. is an innovator in the delivery of
artificial intelligence-based solutions that empower organizations
to gain new insight, solve complex challenges, and fuel new
business ideas. Through its next-generation robotic product
offerings, AITX's RAD, RAD-R, RAD-M, and RAD-G companies help
organizations streamline operations, increase ROI, and strengthen
business. AITX technology improves the simplicity and economics of
patrolling and guard services, allowing experienced personnel to
focus on more strategic tasks. Customers augment the capabilities
of existing staff and gain higher levels of situational awareness,
all at drastically reduced costs. AITX solutions are well-suited
for use in multiple industries such as enterprises, government,
transportation, critical infrastructure, education, and
healthcare.
Artificial Intelligence reported a net loss of $20.71 million for
the year ended Feb. 29, 2024, compared to a net loss of $18.11
million for the year ended Feb. 28, 2023. As of May 31, 2024, the
Company had $7.93 million in total assets, $53.58 million in total
liabilities, $257,712 in redeemable preferred stock, and a total
stockholders' deficit of $45.91 million.
Deer Park, Illinois-based L J Soldinger Associates, LLC, the
Company's auditor since 2019, issued a "going concern"
qualification in its report dated May 9, 2024, citing that the
Company had a net loss of approximately $20.7 million, an
accumulated deficit of approximately $133.0 million, and
stockholders' deficit of approximately $40.2 million as of and for
the year ended Feb. 29, 2024, which raise substantial doubt about
its ability to continue as a going concern.
ARTISAN CONSUMER: Incurs $8,692 Net Loss in First Quarter
---------------------------------------------------------
Artisan Consumer Goods, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $8,692 for the three months ended Sept. 30, 2024, compared to a
net loss of $5,935 for the three months ended Sept. 30, 2023.
As of Sept. 30, 2024, the Company had $2,263 in total assets,
$288,543 in total current liabilities, and a total stockholders'
deficiency of $286,280.
"The Company has incurred a loss since inception resulting in an
accumulated deficit of $19,285,853 at September 30, 2024 and
further losses are anticipated in the development of its business
raising substantial doubt about the Company's ability to continue
as a going concern. The ability to continue as a going concern is
dependent upon the Company generating profitable operations in the
future and/or obtaining the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they come due. Management intends to finance
operating costs over the next twelve months with existing cash on
hand, loans from directors and/or private placement of common
stock," the Company stated.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1530425/000147793224006357/arrt_10q.htm
About Artisan Consumer
Artisan Consumer Goods, Inc., is a Nevada corporation, originally
formed on Sept. 14, 2009. The Company is attempting to restart the
Within / Without Granola brand acquired on July 15, 2021.
Short Hills, New Jersey-based Yusufali & Associates, LLC, the
Company's auditor since 2024, issued a "going concern"
qualification in its report dated Aug. 10, 2024, citing that the
Company has suffered recurring losses from operations and has a
significant accumulated deficit. In addition, the Company
continues to experience negative cash flows from operations. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.
ASSETTA ENTERPRISES: Hires Quality Tax and Business as Accountant
-----------------------------------------------------------------
Assetta Enterprises, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Massachusetts to employ Quality
Tax and Business Partners as accountant.
The firm will provide these services:
-- preparation of financial statements
-- general ledger maintenance;
-- reconciliation of bank and credit accounts
-- monthly financial analysis and reporting;
-- tax planning and compliance; and
-- payroll.
The firm will be paid at $180 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Christopher Remick, a partner at Quality Tax and Business Partners,
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:
Christopher Remick
Quality Tax and Business Partners
84 High St.
Medford, MA 02155
Email: (781) 391-1906
About Assetta Enterprises
Assetta Enterprises, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Mass. Case No.
24-11594) on August 7, 2024, with up to $50,000 in assets and up to
$1 million in liabilities.
Laurel E. Bretta, Esq. at Bretta Law Advisors, P.C. represents the
Debtor as bankruptcy counsel.
AVALON GLOBOCARE: All Six Proposals Approved at Annual Meeting
--------------------------------------------------------------
Avalon GloboCare Corp. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on Oct. 7, 2024, it held
the Company's virtual 2024 annual meeting of stockholders at which
the stockholders:
(i) elected Wenzhao Lu, David Jin, M.D., Ph.D., Lourdes Felix,
Steven A. Sanders, William B. Stilley, III, Wilbert J. Tauzin II,
and Tevi Troy as directors;
(ii) ratified the appointment of M&K CPAS, PLLC as the Company's
independent registered public accounting firm for the Company's
fiscal year ending Dec. 31, 2024;
(iii) approved the issuance of the Company's common stock, par
value $0.0001 per share, in excess of 19.99% of the outstanding
Common Stock with respect to the securities purchase agreement and
related transaction documents entered into by the Company on or
around June 5, 2024;
(iv) approved an amendment to the amended and restated
certificate of incorporation to effectuate a reverse stock split of
the Company's Common Stock, at a ratio of no less than 1-for-2 and
no more than 1-for-15, with such ratio to be determined at the sole
discretion of the Board of Directors of the Company;
(v) approved an amendment to the Certificate of Incorporation to
decrease the number of shares of Common Stock available for
issuance thereunder from 490,000,000 shares to 100,000,000 shares;
and
(vi) approved, on an advisory basis, the executive compensation
of the Company's named executive officers.
Avalon Globocare
Headquartered in Freehold, New Jersey, Avalon Globocare --
http://www.avalon-globocare.com/-- is a commercial stage company
dedicated to developing and delivering innovative, transformative,
precision diagnostics and clinical laboratory services. Avalon is
working to establish a leading role in the innovation of diagnostic
testing, utilizing proprietary technology to deliver precise,
genetics-driven results. The Company also provides laboratory
services, offering a broad portfolio of diagnostic tests, including
drug testing, toxicology, and a broad array of test services, from
general bloodwork to anatomic pathology, and urine toxicology.
New York, NY-based Marcum LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated April
15, 2024, citing that the Company has a significant working capital
deficiency, has incurred significant losses, and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
AVIANCA HOLDINGS: Rejection of Objections to Reorg Plan Affirmed
----------------------------------------------------------------
In the case captioned as UDI BARUCH GUINDI, SOSHANA BARUCH, HABIB
MANN, GOLAN LP, and ISAAK BARUCH, Appellants, - against - AVIANCA
HOLDINGS S.A. et al., Appellees, Case No. 21-CV-10118 (VSB)
(S.D.N.Y.), Judge Vernon S. Broderick of the United States District
Court for the Southern District of New York affirmed the decision
of the United States Bankruptcy Court for the Southern District of
New York rejecting the objections of the Appellants to Avianca and
its affiliates' joint Chapter 11 plan of reorganization. Debtors'
motion to dismiss this appeal as equitably moot is thus denied as
moot.
Under the joint Chapter 11 plan of reorganization approved by the
bankruptcy court, 37 of the Debtors were substantively consolidated
for the purposes of the Plan. This had the effect of treating all
Consolidated Debtors' assets and liabilities as though they were
merged. The Plan also provided for the Chapter 11 reorganization
of three other Debtors.
In light of the Marketing Process, the Plan classified 2023
Noteholders' claims into "Class 11," which also included other
general unsecured claims against the Consolidated Debtors. The
former 2023 Noteholders which had converted their 2023 Notes to
Tranche A DIP Loans were excluded from this definition. The Plan
provides that people with Class 11 claims are to receive their pro
rata share of either a pool of $30 million in cash or a pool of
equity, depending on the sort of claim held.
Appellants objected to the Plan before the bankruptcy court's
October 26, 2021 confirmation hearing.
The Plan was approved by the bankruptcy court on November 2, 2021.
On the same day, along with approving the Plan, the bankruptcy
court entered an order that rejected Appellants' objections. Three
portions of the Underlying Order are relevant to this appeal.
First, the bankruptcy court found that Appellants, as holders of
2023 Notes, were properly sorted into Class 11 under the Plan,
because their interest in the Shared Collateral was zero once more
senior claims were paid, as demonstrated by the Marketing Process's
failure to solicit further investments into the Debtors.
Second, the bankruptcy court determined that the vote tabulation on
the Plan did not violate section 1129(b) of the Bankruptcy Code, 11
U.S.C. Sec. 1129(b). Moreover, the arguments regarding the
"absolute priority rule" and the "fair and equitable" test were
inapplicable because Class 11, of which Appellants were part, voted
overwhelmingly to approve the Plan.
Third, the bankruptcy court rejected Appellants' argument that
substantive consolidation of the Consolidated Debtors was
inappropriate. The bankruptcy court reviewed record evidence that
supported allowing the substantive consolidation of the
Consolidated Debtors and explained why Second Circuit law allows
for substantive consolidation on these facts.
Appellants filed their notice of appeal on November 29, 2021.
Avianca filed a motion to dismiss the appeal as equitably moot on
January 4, 2022.
Appellants' challenge to the Underlying Order is driven by the
economic reality that, although the face value of their 2023 Notes
is approximately $8.25 million, the Plan allows them to recover
only about 1% of that.
Appellants challenge three aspects of the decision of the
bankruptcy court. They assert that the bankruptcy court erred:
(1) with regard to the Shared Collateral, (a) by placing the
burden of proof on them, rather than on Debtors, to establish the
value of the Shared Collateral, and (b) by finding that the Shared
Collateral had so little value to render Appellants general
unsecured creditors;
(2) in allowing substantive consolidation of the Consolidated
Debtors while sparing the Unconsolidated Debtors, which are three
of Avianca's "most financially sound entities;" and
(3) in tabulating the vote that found Appellants' class accepted
the Plan despite "the absolute priority rule under 11 U.S.C. Sec.
1129(b)."
The District Court finds no error in the bankruptcy court's
allocation of the burden of proof.
The District Court also finds the bankruptcy court's factual
findings of the value of the Shared Collateral are not clear error,
and that Appellants have not demonstrated any error in the
allocation of the burden of proof.
Judge Broderick says, for all the deficiencies Appellants claim to
have identified regarding the Plan valuation of the Shared
Collateral, at no stage of the proceedings have Appellants put
forward affirmative evidence to support an alternative valuation
based on an alternative valuation method. Rather, Appellants merely
suggest alternative valuation methods such as 'discounted cash
flow, comparable companies, and precedent comparable transactions.'
Nowhere in the record have Appellants submitted the amount that
these alternative methods might value the Shared Collateral. Nor
have they proffered a valuation expert. In other words, Appellants
have never identified what they believe the value of the Shared
Collateral might be, much less that it is greater than the value of
the DIP Facility Claims.
The District Court concludes that the bankruptcy court did not err
in finding substantive consolidation appropriate.
Appellants cite no law suggesting that a bankruptcy court can
substantively consolidate debtors who can be untangled from the
rest just because it may benefit certain creditors, or for that
matter all creditors, to lump all debtors together, the District
Court notes.
Appellants' absolute priority argument also fails, the District
Court holds.
Judge Broderick explains that holders of claims representing 98.96%
of the value of the voting Class 11 claims voted to accept the
Plan. Since Class 11 did not reject the Plan, the absolute priority
rule does not apply. Even if I assume -- without deciding -- that
Appellants are correct that the bankruptcy court should have placed
the 2023 Noteholders in their own class, holders of claims
representing 77.49% of the value of the voting 2023 Note claims
voted to accept the Plan. Thus, the absolute priority rule would
not apply even under Appellants' preferred scenario.
A copy of the Court's decision dated is available at
https://urlcurt.com/u?l=yhqVgS
Counsel for Appellants:
Glen Bernard Lenihan, Esq.
Jonathan Austin Lynn, Esq.
OVED & OVED LLP
401 Greenwich Street
New York, New York 10013
E-mail: glenihan@oved.com
Counsel for Appellees:
Benjamin Max Schak, Esq.
Dennis F. Dunne, Esq.
Evan R. Fleck, Esq.
MILLBANK LLP
55 Hudson Yards
New York, NY 10001-2163
E-mail: bschak@milbank.com
ddunne@milbank.com
efleck@milbank.com
- and -
Erin E. Dexter, Esq.
MILLBANK LLP
1850 K Street, NW, Suite 1100
Washington, DC 20006
E-mail: edexter@milbank.com
About Avianca Holdings SA
Avianca -- https://aviancaholdings.com/ -- is the commercial brand
for the collection of passenger airlines and cargo airlines under
the umbrella company Avianca Holdings S.A. Avianca has been flying
uninterrupted for 100 years. With a fleet of 158 aircraft, Avianca
serves 76 destinations in 27 countries within the Americas and
Europe.
Avianca Holdings S.A. and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
20-11133) on May 10, 2020. At the time of the filing, Debtors
disclosed $7,273,900,000 in assets and $7,268,700,000 in
liabilities.
Judge Martin Glenn oversees the cases.
The Debtors tapped Milbank LLP as general bankruptcy counsel;
Urdaneta, Velez, Pearl & Abdallah Abogados and Gomez-Pinzon
Abogados S.A.S. as restructuring counsel; Smith Gambrell and
Russell, LLP as aviation counsel; Seabury Securities LLC as
financial restructuring advisor and investment banker; FTI
Consulting, Inc. as financial restructuring advisor; and Kurtzman
Carson Consultants LLC as claims and noticing agent.
The U.S. Trustee for Region 2 appointed a committee of unsecured
creditors in Debtors' bankruptcy cases on May 22, 2020. The
committee is represented by Willkie Farr & Gallagher, LLP.
BAONANAS LLC: Unsecureds Will Get 9.0% of Claims in Plan
--------------------------------------------------------
Baonanas, LLC, filed with the U.S. Bankruptcy Court for the
District of New Jersey a Combined Plan of Reorganization and
Disclosure Statement for Small Business dated September 6, 2024.
The Debtor operates a restaurant/café that specializes in banana
pudding, and which also sells sandwiches and coffee from its
storefront, offers corporate and wedding catering, wholesale
product sales to other restaurants and cafes, and offers pop-up
events (collectively, the "Restaurant").
The Debtor proposes to fund its Plan using its projected net
disposable income from its operation of its Restaurant over a
five-year period commencing on the petition date, which is
currently projected at $360,274.00. The Debtor submits that this
Plan is feasible in light of this projected disposable income.
The Debtor will pay all allowed administrative claims in full on
the effective date unless the parties agree in writing to different
treatment, which claims are estimated to be approximately
$21,809.62.
The Debtor proposes to pay allowed priority unsecured tax claims in
full, through the Plan, totaling $6,279.55 at interest rates to be
provided by the IRS and the State of New Jersey in advance of
confirmation of this Plan, in five annual installments commencing
July 15, 2025.
The Debtor proposes to pay the secured claim of the U.S. Small
Business Administration in Class 1, totaling $360,891.54, in full
through the Plan at no interest in five annual installments
commencing October 15, 2025. The Debtor proposes to treat all
remaining secured claims as general unsecured claims in Class 2.
The Debtor proposes to pay its general unsecured creditors Class 2
in five quarterly installments commencing October 15, 2025. The
Debtor will make total payments to general unsecured creditors of
approximately $30,000.00 through its Plan, which is approximately a
9.0% distribution to claimants holding Allowed Unsecured Claims.
The Debtor proposes to assume its commercial lease, where it
operates its Restaurant, by continuing to pay timely post-petition
rent payments, and to cure its pre-petition arrears through the
Plan totaling $18,553.77 in eight quarterly installments of
$2,319.22 commencing January 1, 2025.
A full-text copy of the Combined Plan and Disclosure Statement
dated September 6, 2024 is available at
https://urlcurt.com/u?l=IfwrQ3 from PacerMonitor.com at no charge.
Counsel for the Debtor:
Melinda D. Middlebrooks, Esq.
Middlebrooks Shapiro, PC
P.O. Box 1630
Belmar, NJ 07719
Telephone: (973) 218-6877
Facsimile: (973) 218-6878
Email: middlebrooks@middlebrooksshapiro.com
About Baonanas LLC
Baonanas LLC operates a restaurant / cafe that specializes in
banana pudding, and which also sells sandwiches and coffee from its
storefront, offers corporate and wedding catering, wholesale
product sales to other restaurants and cafes, and offers pop-up
events.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Case No. 24-13390) on Apr. 1, 2024,
listing under $1 million in both assets and liabilities.
Judge Stacey L. Meisel oversees the case.
Melinda D. Middlebrooks, Esq., at Middlebrooks Shapiro, PC, serves
as the Debtor's counsel.
BESTWALL LLC: Claimants Try to Undermine Ch. 11 Strategy Again
--------------------------------------------------------------
Evan Ochsner of Bloomberg Law reports that Georgia-Pacific should
be forced to narrow the categories of liability it can resolve
through an affiliate's bankruptcy, claimants alleging the Koch
Industries-backed company's products caused cancer said.
The manufacturing giant shouldn't be allowed to use Bestwall LLC's
Chapter 11 to settle other affiliates' liabilities, the claimants
said in a Wednesday complaint in the US Bankruptcy Court for the
Western District of North Carolina, where Bestwall is in
bankruptcy. Additional Georgia-Pacific subsidiaries have faced new
lawsuits alleging asbestos exposure, according to the complaint.
About Bestwall LLC
Bestwall LLC -- http://www.Bestwall.com/-- was created in an
internal corporate restructuring and now holds asbestos
liabilities. Bestwall's asbestos liabilities relate primarily to
joint systems products manufactured by Bestwall Gypsum Company, a
company acquired by Georgia-Pacific in 1965. The former Bestwall
Gypsum entity manufactured joint compounds containing small amounts
of chrysotile asbestos; the manufacture of these
asbestos-containing products ceased in 1977.
Bestwall's non-debtor subsidiary, GP Industrial Plasters LLC
("PlasterCo"), develops, manufactures, sells and distributes gypsum
plaster products, including gypsum floor underlayment, industrial
plaster, metal casting plaster, industrial tooling plaster, dental
plaster, medical plaster, arts and crafts plaster, pottery plaster
and general purpose plaster.
On Nov. 2, 2017, Bestwall sought Chapter 11 protection (Bankr.
W.D.N.C. Case No. 17-31795) in an effort to equitably and
permanently resolve all its current and future asbestos claims.
The Debtor estimated assets and debt of $500 million to $1 billion.
It has no funded indebtedness.
The Hon. Laura T. Beyer is the case judge.
The Debtor tapped Jones Day as bankruptcy counsel; Robinson,
Bradshaw & Hinson, P.A., as local counsel; Schachter Harris, LLP as
special litigation counsel for medicine science issues; King &
Spalding as special counsel for asbestos matters; and Bates White,
LLC, as asbestos consultants. Donlin Recano LLC is the claims and
noticing agent.
On Nov. 8, 2017, the U.S. bankruptcy administrator appointed an
official committee of asbestos claimants in the Debtor's case. The
committee retained Montgomery McCracken Walker & Rhoads, LLP as
legal counsel; and Hamilton Stephens Steele + Martin, PLLC and JD
Thompson Law as local counsel.
On Feb. 22, 2018, the court approved the appointment of Sander L.
Esserman as the future claimants' representative in the Debtor's
case. Mr. Esserman tapped Young Conaway Stargatt & Taylor, LLP, as
legal counsel; Hull & Chandler, P.A., as local counsel; Ankura
Consulting Group, LLC, as claims evaluation consultant; and FTI
Consulting, Inc., as financial advisor.
BIG LOTS: Closes Columbus Store as it Navigates Chapter 11
----------------------------------------------------------
Fox28 reports that Big Lots has announced the closure of its
Columbus store on West Fifth Avenue near Grandview, according to
documents filed in U.S. Bankruptcy Court in Delaware.
This decision is part of another round of store closures as the
discount retailer navigates Chapter 11 bankruptcy proceedings.
The Columbus location, which opened in 2017 in a former Giant Eagle
grocery store, is among the stores affected as Big Lots undergoes a
sale to Nexus Capital Management.
About Big Lots
Big Lots (NYSE: BIG) -- http://www.biglots.com/-- is one of the
nation's largest closeout retailers focused on extreme value,
delivering bargains on everything for the home, including
furniture, decor, pantry and more.
On Sept. 9, 2024, Big Lots, Inc. and each of its subsidiaries
initiated voluntary Chapter 11 proceedings (Bankr. D. Del. Lead
Case No. 24-11967). The case is being administered by the Honorable
J. Kate Stickles.
Davis Polk & Wardwell LLP is serving as legal counsel, Guggenheim
Securities, LLC is serving as financial advisor, AlixPartners LLP
is serving as restructuring advisor, and A&G Real Estate Partners
is serving as real estate advisor to the Company. Kroll is the
claims agent.
Kirkland & Ellis is serving as legal counsel to Nexus Capital
Management LP.
PNC Bank, National Association, the DIP ABL Agent and Prepetition
ABL Agent, is represented by Choate, Hall & Stewart, LLP; and Blank
Rome, LLP. 1903P Loan Agent, LLC, the DIP Term Agent, and the
Prepetition Term Loan Agent are represented by Otterbourg, P.C. and
Richards, Layton & Finger, P.A.
BIOLASE INC: Hires Pillsbury Winthrop Shaw Pittman as Co-Counsel
----------------------------------------------------------------
Biolase, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Pillsbury
Winthrop Shaw Pittman LLP as co-counsel.
The firm will render these services:
(a) advise the Debtors of their rights, powers and duties;
(b) prepare legal documents to be filed by the Debtors in
these Chapter 11 cases;
(c) take all necessary actions to protect and preserve the
Debtors' estates;
(d) advise the Debtors in connection with the sale of
substantially all of their assets or the transfer of operations;
(e) prepare, file, and pursue approval of any Chapter 11 plan
and disclosure statement filed by the Debtors in these Chapter 11
cases;
(f) represent the Debtors in matters with and before the
United States Trustee; and
(g) perform all other legal services for and on behalf of the
Debtors that may be necessary or appropriate in these Chapter 11
cases.
The firm's hourly rates are as follows:
Partner $1,415 - $1,170
Counsel $1,070
Senior Associate $1,070
Associate $830
Paraprofessional $510
In addition, the firm will seek reimbursement for expenses
incurred.
Biolase agreed to pay Pillsbury (i) $100,000 which would be deemed
to satisfy all outstanding pre-engagement balances owed to
Pillsbury and (ii) an initial retainer of $400,000.
Joshua Morse, Esq., a partner at Pillsbury Winthrop Shaw Pittman,
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:
Joshua D. Morse, Esq.
Pillsbury Winthrop Shaw Pittman LLP
Four Embarcadero Center, 22nd Floor
San Francisco, CA 94111
Telephone: (415) 983-1000
Facsimile: (415) 983-1200
Email: joshua.morse@pillsburylaw.com
About Biolase Inc.
BIOLASE -- http://www.biolase.com-- is a provider of advance laser
systems for the dental industry. The Company develops,
manufactures, markets, and sells laser systems that provide
significant benefits for dental practitioners and their patients.
The Company's proprietary systems allow dentists, periodontists,
endodontists, pediatric dentists, oral surgeons, and other dental
specialists to perform a broad range of minimally invasive dental
procedures, including cosmetic, restorative, and complex surgical
applications. The Company's laser systems are designed to provide
clinically superior results for many types of dental procedures
compared to those achieved with drills, scalpels, and other
conventional instruments.
Biolase Inc. and their affiliates sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-12245) on
Oct. 1, 2024. In the petitions signed by John Beaver, president &
CEO, the Debtors disclosed total assets of $30,641,000 and total
liabilities of $32,767,000 as of June 30, 2024.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Potter Anderson & Corroon LLP and Pillsbury
Winthrop Shaw Pittman LLP as counsel; SSG Capital Advisors as
investment banker; and B. Riley Financial, Inc. as financial
advisor. Epiq Corporate Restructuring, LLC is the Debtors'
administrative advisor and claims and noticing agent.
BIOLASE INC: Seeks Approval to Hire Epiq as Administrative Advisor
------------------------------------------------------------------
Biolase, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ the Epiq
Corporate Restructuring, LLC as administrative advisor.
The firm will render these services:
(a) assist with solicitation, balloting and tabulation of
votes, and prepare any related reports;
(b) prepare an official ballot certification and, if
necessary, testify in support of the ballot tabulation results;
(c) assist with preparing and gathering information for the
Debtors' schedules of assets and liabilities and statements of
financial affairs;
(d) provide a confidential data room, if requested;
(e) manage and coordinate any distributions pursuant to a
Chapter 11 plan; and
(f) provide such other processing, solicitation, balloting and
other administrative services described in the Engagement
Agreement.
The hourly rates of the firm's professionals are as follows:
IT/Programming $65 – $85
Case Managers $85 – $185
Project Managers/Consultants/Directors $185 – $195
Solicitation Consultant $195
Executive Vice President, Solicitation $195
In addition, the firm will seek reimbursement for out-of-pocket
expenses incurred.
The firm also received a $25,000 retainer from the Debtor.
Kathryn Mailloux, a senior director at Epiq Corporate
Restructuring, 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:
Kathryn Mailloux
Epiq Corporate Restructuring, LLC
777 Third Avenue, 12th Floor
New York, NY 10017
Telephone: (212) 225-9200
About Biolase Inc.
BIOLASE -- http://www.biolase.com-- is a provider of advance laser
systems for the dental industry. The Company develops,
manufactures, markets, and sells laser systems that provide
significant benefits for dental practitioners and their patients.
The Company's proprietary systems allow dentists, periodontists,
endodontists, pediatric dentists, oral surgeons, and other dental
specialists to perform a broad range of minimally invasive dental
procedures, including cosmetic, restorative, and complex surgical
applications. The Company's laser systems are designed to provide
clinically superior results for many types of dental procedures
compared to those achieved with drills, scalpels, and other
conventional instruments.
Biolase Inc. and their affiliates sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-12245) on
Oct. 1, 2024. In the petitions signed by John Beaver, president &
CEO, the Debtors disclosed total assets of $30,641,000 and total
liabilities of $32,767,000 as of June 30, 2024.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Potter Anderson & Corroon LLP and Pillsbury
Winthrop Shaw Pittman LLP as counsel; SSG Capital Advisors as
investment banker; and B. Riley Financial, Inc. as financial
advisor. Epiq Corporate Restructuring, LLC is the Debtors'
administrative advisor and claims and noticing agent.
BIOLASE INC: Seeks Approval to Hire Ordinary Course Professionals
-----------------------------------------------------------------
Biolase, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ
non-bankruptcy professionals in the ordinary course of business.
The Debtors need ordinary course professionals (OCPs) to perform
services for matters unrelated to these Chapter 11 cases.
The Debtors seek to pay OCPs 100 percent of the fees and expenses
incurred.
The OCPs include:
Fortech LLC
4195 Chino Hills Parkway Suite 361
Chino Hill, CA 91709
-- Technical/IT Systems
Greenstone Consulting Group
9 Calle De Luna
Rancho Santa Margarita, CA 92688
-- Technical/ERP Systems
EVC Group LLC
125 Half Mile Road Suite 200
Red Bank, NJ 07701
-- Consulting/IR and Press Releases
Jennifer Labramonte
B4 L12 GMA Bagbag 1 Rosario
Cavite PH, 4106
-- Accounting
Maria Antonio
40 Masikap St. Brgy. 146 Bagong Barrio
Caloocan City, PH, 1400
-- Accounting
Express Services Inc.
P.O. Box 844277
Los Angeles, CA 90084
-- Other/Temp Warehouse Labor
NuAge Experts
P.O. Box 19855
Boulder, CO 80308
-- Technical/Sales Systems
Katherine Kowalyk
1067 Falconer Road NW
Edmonton, AB T6R 2C9
-- Consulting
Amanda Juan Cruz
B-204/205, Dheeraj Sneh, 30th Road
Bandra West, MUM 400 001
-- Consulting
John C. Nelson
39 La Perla
Foothill Ranch, CA 92610
-- Technical
Trinh Lam
3009 S. Artesia Street
Santa Ana, CA 92704
-- Technical
Anybill Financial Services
PO Box 34781
Bethesda, MD 20827
-- Accounting/Sales Tax Support
Windes & McClaughry Accountancy Corp
111 West Ocean Boulevard, 22nd Floor
Long Beach, CA 80802
-- Accounting/401k Auditors
Blank Rome LLP
One Logan Square, 130 North 18th Street
Philadelphia, PA 19103
-- Legal/SEC & Corp Advice
Borden Ladner Gervais LLP
100 Queen Street Suite 1100
Ottawa, ON K1P 1J9
-- Legal/Patents
Mackey Law Firm PllC
9525 Katy Freeway Suite 260
Houston, TX 77024
-- Legal
Patsnap (UK) Limited
566 Chiswick High Road
London, GB W4 5YS
-- Other/Patents
DocMatter Inc.
460 Brannan Street Unit 77452
San Francisco, CA 94107
-- Other
Exfluential, Inc.
30211 Avenida de las Banderas
Rancho Santa Margarita, CA 92688
-- Other
Faegre Drinker Biddle & Reath LLP
222 Delaware Avenue, Suite 1410
Wilmington, DE 19801
-- Legal/Patent
Grant Thornton LLP
757 Third Avenue, 9th Floor
New York, NY 10017
-- Accounting/Audit
Greenberg Traurig LLP
222 Delaware Avenue, Suite 1600
Wilmington, DE 19801
-- Legal/Patent
Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019
-- Legal/SEC and Corp Advice
Repreges 2002 S.L.
Calle Alfonso Rodriguez Santa Maria, 18
28002 Madrid
-- Spain/Payroll
WBH Wachenhausen
Müllerstraße 40 80469
Munich Germany
-- Legal/Patent
Deloitte Asesores Tributarios
Paseo Castellana, 35 - 2
28046 Madrid
-- Accounting/Spain
Deloitte Management Services LLP
410 Georgia Street West, Suite 2000C
Vancouver, BC V6B 0S7
-- Accounting/CAD
Ecocell LLC
13754 Mango Drive, Ste. 215
Del Mar, CA 92014
-- Consulting
BDO USA, LLP
3200 Bristol Street Suite 400
Costa Mesa, CA 92626
-- Technical/Audit
Macias Gini & O'Connell LLP
PO Box 7709
San Fransisco, CA 94120
-- Technical/Audit
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.
About Biolase Inc.
BIOLASE -- http://www.biolase.com-- is a provider of advance laser
systems for the dental industry. The Company develops,
manufactures, markets, and sells laser systems that provide
significant benefits for dental practitioners and their patients.
The Company's proprietary systems allow dentists, periodontists,
endodontists, pediatric dentists, oral surgeons, and other dental
specialists to perform a broad range of minimally invasive dental
procedures, including cosmetic, restorative, and complex surgical
applications. The Company's laser systems are designed to provide
clinically superior results for many types of dental procedures
compared to those achieved with drills, scalpels, and other
conventional instruments.
Biolase Inc. and their affiliates sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-12245) on
Oct. 1, 2024. In the petitions signed by John Beaver, president &
CEO, the Debtors disclosed total assets of $30,641,000 and total
liabilities of $32,767,000 as of June 30, 2024.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Potter Anderson & Corroon LLP and Pillsbury
Winthrop Shaw Pittman LLP as counsel; SSG Capital Advisors as
investment banker; and B. Riley Financial, Inc. as financial
advisor. Epiq Corporate Restructuring, LLC is the Debtors'
administrative advisor and claims and noticing agent.
BIOLASE INC: Seeks to Hire Carroll & Carroll as Special Counsel
---------------------------------------------------------------
Biolase, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Carroll &
Carroll, PC as special counsel.
The firm will provide non-bankruptcy legal assistance to the
Debtors in consummating certain transactions that may arise out of
these Chapter 11 cases.
The firm will be paid at a flat fee of $35,00 per month.
In adition, the firm will seek reimbursement for expenses
incurred.
Michael Carroll, Esq., a partner at Carroll & Carroll, 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:
Michael Carroll, Esq.
Carroll & Carroll, P.C.
P.O. Box 530543
Birmingham, AL 35253
About Biolase Inc.
BIOLASE -- http://www.biolase.com-- is a provider of advance laser
systems for the dental industry. The Company develops,
manufactures, markets, and sells laser systems that provide
significant benefits for dental practitioners and their patients.
The Company's proprietary systems allow dentists, periodontists,
endodontists, pediatric dentists, oral surgeons, and other dental
specialists to perform a broad range of minimally invasive dental
procedures, including cosmetic, restorative, and complex surgical
applications. The Company's laser systems are designed to provide
clinically superior results for many types of dental procedures
compared to those achieved with drills, scalpels, and other
conventional instruments.
Biolase Inc. and their affiliates sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-12245) on
Oct. 1, 2024. In the petitions signed by John Beaver, president &
CEO, the Debtors disclosed total assets of $30,641,000 and total
liabilities of $32,767,000 as of June 30, 2024.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Potter Anderson & Corroon LLP and Pillsbury
Winthrop Shaw Pittman LLP as counsel; SSG Capital Advisors as
investment banker; and B. Riley Financial, Inc. as financial
advisor. Epiq Corporate Restructuring, LLC is the Debtors'
administrative advisor and claims and noticing agent.
BIOLASE INC: Seeks to Hire SSG Advisors as Investment Banker
------------------------------------------------------------
Biolase, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ SSG
Advisors, LLC as investment banker.
The firm will render these services:
(a) advise the Debtors on, and assist them in preparing an
information memorandum describing them, their management, and
financial status for use in discussions with prospective purchasers
and assist in the due diligence process for a potential sale
transaction;
(b) assist the Debtors in developing a list of suitable
potential buyers who will be contacted on a discreet and
confidential basis after approval;
(c) coordinate the execution of confidentiality agreements for
potential buyers wishing to review the information memorandum;
(d) assist the Debtors in coordinating management calls and
site visits for interested buyers and working with management to
develop presentations for such calls and visits;
(e) solicite competitive offers from potential buyers;
(f) advise and assist the Debtors in structuring a sale
transaction, negotiating a sale transaction agreement with
potential buyers and evaluating the proposals from potential
buyers;
(g) provide testimony in support of a sale transaction, as
necessary;
(h) assist the Debtors, their attorneys and accountants, as
necessary, through closing of a sale transaction on a best efforts
basis; and
(i) advise and assist Biolase in negotiations with various
stakeholders in regard to a possible restructuring of the Debtors'
balance sheet.
Th firm will be paid with the following fees:
(a) initial fee of $60,000;
(b) monthly fee of $30,000 on the fifteenth of each month;
(c) restructuring fee equal to $750,000; and
(d) sale fee equal to the greater of (a) $600,000 or (b) 3
percent of total consideration.
In addition, the firm will seek reimbursement for expenses
incurred.
` `
J. Scott Victor, a managing director at SSG Advisors, 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:
J. Scott Victor
SSG Advisors, LLC
300 Barr Harbor Dr.
Conshohocken, PA 19428
Telephone: (610) 940-1094
About Biolase Inc.
BIOLASE -- http://www.biolase.com-- is a provider of advance laser
systems for the dental industry. The Company develops,
manufactures, markets, and sells laser systems that provide
significant benefits for dental practitioners and their patients.
The Company's proprietary systems allow dentists, periodontists,
endodontists, pediatric dentists, oral surgeons, and other dental
specialists to perform a broad range of minimally invasive dental
procedures, including cosmetic, restorative, and complex surgical
applications. The Company's laser systems are designed to provide
clinically superior results for many types of dental procedures
compared to those achieved with drills, scalpels, and other
conventional instruments.
Biolase Inc. and their affiliates sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-12245) on
Oct. 1, 2024. In the petitions signed by John Beaver, president &
CEO, the Debtors disclosed total assets of $30,641,000 and total
liabilities of $32,767,000 as of June 30, 2024.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Potter Anderson & Corroon LLP and Pillsbury
Winthrop Shaw Pittman LLP as counsel; SSG Capital Advisors as
investment banker; and B. Riley Financial, Inc. as financial
advisor. Epiq Corporate Restructuring, LLC is the Debtors'
administrative advisor and claims and noticing agent.
BIOLASE INC: Taps B. Riley Advisory Services as Financial Advisor
-----------------------------------------------------------------
Biolase, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ GlassRatner
Advisory & Capital Group, LLC, doing business as B. Riley Advisory
Services, as financial advisor.
The firm will render these services:
(a) assist the Debtors with financial projections and cash
management;
(b) provide financial advice and assistance in connection with
asset sale transactions;
(c) collect data required for various motions and proposed
orders;
(d) prepare or supervise the preparation of reports required
by federal and local bankruptcy statutes and rules, such as the
statement of financial affairs, schedule of assets and liabilities,
monthly operating reports, and other reports;
(e) review, evaluate, and analyze financial ramifications of
proposed transactions for which the Debtors may seek court
approval;
(f) assist with the development of a Chapter 11 plan and the
confirmation process;
(g) submit reports and testifying before the court, as may be
required, on behalf the Debtors; and
(h) perform such other duties or tasks that fall within the
customary responsibilities of a financial advisor as requested by
the Debtors.
The hourly rates of the firm's professionals are as follows:
J. Michael Issa, Senior Managing Director $750
Wen Tan, Senior Associate $495
Other Professionals $525 - $675
The firm received a retainer of $150,000 and a prepetition payment
of $30,000 from the Debtors.
Mr. Issa 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:
J. Michael Issa
B. Riley Advisory Services
11100 Santa Monica Blvd., Suite 800
Los Angeles, CA 90025
Telephone: (310) 966-1444
Facsimile: (310) 966-1448
About Biolase Inc.
BIOLASE -- http://www.biolase.com-- is a provider of advance laser
systems for the dental industry. The Company develops,
manufactures, markets, and sells laser systems that provide
significant benefits for dental practitioners and their patients.
The Company's proprietary systems allow dentists, periodontists,
endodontists, pediatric dentists, oral surgeons, and other dental
specialists to perform a broad range of minimally invasive dental
procedures, including cosmetic, restorative, and complex surgical
applications. The Company's laser systems are designed to provide
clinically superior results for many types of dental procedures
compared to those achieved with drills, scalpels, and other
conventional instruments.
Biolase Inc. and their affiliates sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-12245) on
Oct. 1, 2024. In the petitions signed by John Beaver, president &
CEO, the Debtors disclosed total assets of $30,641,000 and total
liabilities of $32,767,000 as of June 30, 2024.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Potter Anderson & Corroon LLP and Pillsbury
Winthrop Shaw Pittman LLP as counsel; SSG Capital Advisors as
investment banker; and B. Riley Financial, Inc. as financial
advisor. Epiq Corporate Restructuring, LLC is the Debtors'
administrative advisor and claims and noticing agent.
BIOLASE INC: Taps Potter Anderson & Corroon as as Legal Co-Counsel
------------------------------------------------------------------
Biolase, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Potter
Anderson & Corroon LLP as co-counsel.
The firm will provide these services:
(a) advise the Debtors of their rights, powers, and duties
under Chapter 11 of the Bankruptcy Code;
(b) take action to protect and preserve the Debtors' estates;
(c) appear in bankruptcy court and at any meeting required by
the U.S. Trustee and any meeting of creditors at any given time on
behalf of the Debtors as their counsel;
(d) assist with any disposition of the Debtors' assets by sale
or otherwise;
(e) prepare, on behalf of the Debtors, legal papers in
connection with the administration of the their estates;
(f) prepare any plan of reorganization or liquidation;
(g) prepare any disclosure statement and any related documents
and pleadings necessary to solicit votes on a plan of
reorganization or liquidation;
(h) prosecute, on behalf of the Debtors, any proposed plan of
reorganization and seek approval of all transactions contemplated
therein and, in any amendments, thereto; and
(i) perform all other services assigned by the Debtors.
The hourly rates of the firm's counsel and staff are as follows:
Partner $765 - $1,590
Counsel $685 - $730
Associates $450 - $690
Paraprofessionals $315 - $445
In addition, the firm will seek reimbursement for expenses
incurred.
Potter Anderson received an initial retainer in the amount of
$100,000 in connection with the planning and preparation of
documents and its proposed postpetition representation of the
Debtors. On September 30, 2024, Potter Anderson received an
additional $100,000.
M. Blake Cleary, Esq., a partner at Potter Anderson & Corroon, also
provided the following in response to the request for additional
information set forth in Section D of the Revised U.S. Trustee
Guidelines:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Answer: Potter Anderson has not agreed to a variation of its
standard or customary billing arrangement for this engagement.
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?
Answer: None of Potter Anderson's professionals included in this
engagement have varied their rate based on the geographic location
of these Chapter 11 cases.
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.
Answer: Potter Anderson has only represented the Debtors in
connection with this matter. The billing rates and material terms
of the representation prior to the petition date are the same as
the rates and terms described in this application.
Mr. Cleary 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:
M. Blake Cleary, Esq.
Potter Anderson & Corroon LLP
Hercules Plaza
1313 North Market Street, 6th Floor
P.O. Box 951
Wilmington, DE 19801
Telephone: (302) 984-6000
Facsimile: (302) 658-1192
Email: bcleary@potteranderson.com
About Biolase Inc.
BIOLASE -- http://www.biolase.com-- is a provider of advance laser
systems for the dental industry. The Company develops,
manufactures, markets, and sells laser systems that provide
significant benefits for dental practitioners and their patients.
The Company's proprietary systems allow dentists, periodontists,
endodontists, pediatric dentists, oral surgeons, and other dental
specialists to perform a broad range of minimally invasive dental
procedures, including cosmetic, restorative, and complex surgical
applications. The Company's laser systems are designed to provide
clinically superior results for many types of dental procedures
compared to those achieved with drills, scalpels, and other
conventional instruments.
Biolase Inc. and their affiliates sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-12245) on
Oct. 1, 2024. In the petitions signed by John Beaver, president &
CEO, the Debtors disclosed total assets of $30,641,000 and total
liabilities of $32,767,000 as of June 30, 2024.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Potter Anderson & Corroon LLP and Pillsbury
Winthrop Shaw Pittman LLP as counsel; SSG Capital Advisors as
investment banker; and B. Riley Financial, Inc. as financial
advisor. Epiq Corporate Restructuring, LLC is the Debtors'
administrative advisor and claims and noticing agent.
BOY SCOUTS: Loses Partial Bid to Dismiss Easement by Estoppel Claim
-------------------------------------------------------------------
Judge Margaret Strickland of the United States District Court for
the District of New Mexico denied Boy Scouts of America's Second
Partial Motion to Dismiss Easement by Estoppel Claim and Chase
Ranch Foundation's Motion to Dismiss Easement by Estoppel Claim
Stated in the Third Amended Complaint in the case captioned as
POÑIL RANCH, L.P., Plaintiff, v. BOY SCOUTS OF AMERICA and CHASE
RANCH FOUNDATION, Defendants, Case No. 1:23-cv-00743-MIS-KK
(D.N.M.).
Plaintiff owns the Poñil Ranch located in Colfax County, New
Mexico. The Poñil Ranch consists of several stretches of
mountainous, rough terrain and steep, deep canyons which
effectively divide the Poñil Ranch into three roughly diagonal
areas running along topographical lines. Since at least 1943, and
continuing to the present, the Poñil Ranch property has been used
for, inter alia, ranching, grazing, and hunting. The Poñil Ranch
is a fenced property that can only be accessed through gates.
The Poñil Ranch is surrounded by other privately-owned properties
and the Carson National Forest, and cannot be directly accessed by
public roads. The Poñil Ranch is bordered on the west and
southwest by the Philmont Scout Ranch, which is owned by the Boy
Scouts, and on the southeast by the Chase Ranch, which is owned by
Chase Ranch and managed by the Boy Scouts.
The owners of the Poñil Ranch property have used 6-Mile Road to
access the property since at least 1930 for ranching, grazing,
hunting, and to perform annual repairs and maintenance on the
property, including drilling water wells, hauling supplies, and
building and maintaining the roads, fences, and other structures
within the Poñil Ranch.
The southernmost access to the Poñil Ranch is an access road known
locally as the "Chase Canyon Road," which branches off a county
road and continues over the Chase Ranch. The Chase Canyon Road has
been used for decades by owners of the Poñil Ranch property to
access the property for, inter alia, hunting, cattle ranching,
repairs, and maintenance.
Chase Canyon Road provides the best access to the parts of the
Poñil Ranch that cannot be practically or reliably accessed from
other parts of the Poñil Ranch due to the terrain, seasonal
flooding, washed out roads, and heavy snowfall. The Boy Scouts
began managing the Chase Ranch in 2013. Since then, Chase Ranch and
the Boy Scouts have attempted to block Plaintiff's access to Chase
Canyon Road.
On October 19, 2021, Plaintiff filed the instant lawsuit as a
Chapter 11 adversary proceeding in the United States Bankruptcy
Court for the District of Delaware against the Boy Scouts only. The
original Complaint sought a declaratory judgment that Plaintiff
holds a valid easement by prescription or easement by necessity
over the Philmont Ranch. The Boy Scouts filed an Answer asserting
that "all access over Defendant's property by
Plaintiff was permissive only."
On September 1, 2023, the case was transferred to the United States
District Court for the District of New Mexico pursuant to an agreed
order.
On September 11, 2023, Plaintiff filed a First Amended Complaint
(with leave of the Court) against the Boy Scouts and Chase Ranch.
Both Defendants filed Answers asserting that any and all use by
Plaintiff over their properties was permissive.
On June 14, 2024, Plaintiff filed a Second Amended Complaint (with
leave of the Court) asserting, for the first time, an easement by
estoppel claim. Both Defendants moved to dismiss the easement by
estoppel claim.
On July 17, 2024, Plaintiff filed the operative Third Amended
Complaint (as a matter of course) for Declaratory Judgment, Quiet
Title to Easements, Breach of License, Trespass, Interference with
Easements, and Injunctive Relief. Count Two of the Third Amended
Complaint asserts a claim for Quiet Title to Easements, alleging
that Plaintiff has express easements, easements by reference,
implied easements, prescriptive easements, easements by necessity,
and easements by estoppel over the Philmont Ranch (via 6-Mile Road)
and the Chase Ranch (via the Chase Canyon Road). Relevant to the
instant Motions, Plaintiff alleges that its easements over the
Philmont and Chase Ranches.
Defendants have each moved to dismiss Plaintiff's claim for
easement by estoppel for failure to state a claim.
Defendants argue that Plaintiff has failed to allege facts
demonstrating that Defendants made an oral promise, grant, or
representation to Plaintiff regarding permissive access to 6-Mile
Road or Chase Canyon Road; that Plaintiff substantially changed its
position in reasonable reliance on the belief that permission would
not be revoked; or that injustice can be avoided only by
establishment of an easement.
Plaintiff argues that Defendants cite no authority requiring a
plaintiff to allege that the defendant expressly communicated
permissive use to state a claim for easement by estoppel.
In the light most favorable to Plaintiff, Plaintiff maintained,
repaired, and sold permits to hunt on Poñil Ranch in reasonable
reliance on the belief that permission to use Chase Canyon Road
would not be revoked.
The Court finds Plaintiff has plausibly alleged that it
substantially changed position in reasonable reliance on the belief
that Defendants' implied permission would not be revoked.
Finally, the Court finds that the Third Amended Complaint plausibly
alleges that an injustice can only be avoided by establishing the
easements because there is no reasonable alternative access to
Poñil Ranch.
A copy of the Court's decision is available at
https://urlcurt.com/u?l=bIgOc8
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC, as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
The Debtors obtained confirmation of their Third Modified Fifth
Amended Chapter 11 Plan of Reorganization (with Technical
Modifications) on September 8, 2022. The Order was affirmed on
March 28, 2023. The Plan was declared effective on April 19, 2023.
The Hon. Barbara J. House (Ret.) has been appointed as trustee of
the BSA Settlement Trust.
CAROLINA AUTO: Seeks to Hire Sasser Law Firm as Bankruptcy Counsel
------------------------------------------------------------------
Carolina Auto Body & Hollywood's Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to
employ Sasser Law Firm as legal counsel.
The firm will render these services:
(a) advise the Debtor with respect to its powers and duties in
the continued operation of its business and management of its
property;
(b) prepare and file monthly reports, plan of reorganization
and disclosure statement;
(c) prepare, on behalf of the Debtor, necessary legal papers;
(d) perform all other legal services for the Debtor which may
be necessary herein until through the case's confirmation,
dismissal, or conversion;
(e) undertake necessary actions, if any, avoid liens against
the Debtor's property obtained by creditors and recover
preferential payments within 90 days of the filing of said petition
under Chapter 11;
(f) perform a search of the public records to locate liens and
assess validity; and
(g) represent at hearings, confirmation, and any 2004
examination.
The firm will be paid at a rate of $350 per hour for its attorney
time plus out-of-pocket expenses incurred.
The firm received a filing fee of $1,738 and a security retainer of
$10,000 from the Debtor.
Philip Sasser, Esq., an attorney at Sasser Law Firm, 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:
Philip Sasser, Esq.
Sasser Law Firm
2000 Regency Parkway, Suite 230
Cary, NC 27518
Telephone: (919) 319-7400
Facsimile: (919) 657-7400
Email: philipsasserbankruptcy.com
About Carolina Auto Body & Hollywood's Inc.
Carolina Auto Body & Hollywood's Inc. filed its voluntary petition
for Chapter 11 protection (Bankr. E.D.N.C. Case No. 24-03493) on
Oct. 4, 2024, listing up to $1 million in both assets and
liabilities.
Sasser Law Firm serves as the Debtor's counsel.
CBC SUBCO: Heretic Gets OK to Tap CliftonLarsonAllen as Accountant
------------------------------------------------------------------
Heretic Brewing Company, an affiliate in the Chapter 11 cases of
CBC SubCo, Inc., received approval from the U.S. Bankruptcy Court
for the District of Arizona to employ CliftonLarsonAllen LLP as
accountant.
The Debtor needs an accountant to file its 2023 tax returns.
The firm will be paid a flat fee of $6,500 for its services.
The firm represents no interest adverse to the Debtor or to the
estate on the matters upon which it is to be engaged for the
Debtor.
The firm can be reached through:
Tylan M. Miller
CliftonLarsonAllen LLP
20 East Thomas Road, Suite 2300
Phoenix, AZ 85012
Telephone: (602) 604-3635
About CBC SubCo
CBC SubCo, Inc. and its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Lead Case No.
24-00632) on January 26, 2024. At the time of the filing, CBC SubCo
reported up to $50,000 in assets and up to $10 million in
liabilities. Joseph Cotterman serves as Subchapter V trustee.
Judge Daniel P. Collins oversees the case.
The Debtor tapped Christopher C. Simpson, Esq., at Osborn Maledon,
PA represents as legal counsel and CliftonLarsonAllen LLP as
accountant.
CBD RESOURCES: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The U.S. Trustee for Region 8 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of CBD Resources, Inc.
About CBD Resources
CBD Resources, Inc. is primarily engaged in mining coal and is
based in Hyden, Ky.
CBD Resources filed voluntary Chapter 11 petition (Bankr. E.D. Ky.
Case No. 24-70306) on July 26, 2024, listing $318,622 in assets and
$4,917,011 in liabilities. The petition was signed by Charlie
Collins as designated representative.
Judge Gregory R. Schaaf presides over the case.
Dean A. Langdon, Esq., at DelCotto Law Group, PLLC represents the
Debtor as bankruptcy counsel.
CD&R SMOKEY: S&P Alters Outlook to Stable, Affirms 'B' ICR
----------------------------------------------------------
S&P Global Ratings affirmed all its ratings on pet product
developer and marketer CD&R Smokey Buyer Inc. (doing business as
PetSafe), including its 'B' issuer credit rating, and revised its
outlook to stable from negative.
The stable outlook reflects S&P's expectation that Petsafe's
operating performance will sequentially improve, with leverage
maintained in the low- to mid-6x area, EBITDA interest coverage of
around 2x, and free operating cash flow (FOCF) generation of about
$15 million a year.
Petsafe successfully refinanced its capital structure in line with
our expectations and extended the maturity of its capital structure
to 2029 from 2025.
The company just closed a five-year $775 million senior secured
notes offering, and it extended the maturity of its $150 million
asset-based lending (ABL) facility to 2029 from 2025. The coupon
rate on the note is higher than our previous expectation by 50
basis points, which results in roughly $4 million of additional
cash interest expense a year. S&P said, "Given our expectation for
sequential quarterly EBITDA improvement performance into 2025 as
retailer orders rebound, we expect the company will maintain
leverage in the low- to mid-6x area, EBITDA interest coverage
around 2x, and generate over $15 million of FOCF a year."
S&P said, "We revised our liquidity assessment on PetSafe to
adequate from less than adequate, reflecting the successful
refinancing. The successful close of the refinancing transaction
eliminated the near-term refinancing risk of its prior capital
structure. As such, we now view the company to have sufficient
liquidity to support its operations and debt service.
"The stable outlook reflects our expectation that Petsafe's
operations will sequentially improve, with leverage maintained in
the low- to mid-6x area, EBITDA interest coverage of around 2x, and
FOCF generation of about $15 million a year."
S&P could downgrade Petsafe if credit metrics deteriorate, with
leverage sustained above 7x or EBITDA interest coverage declines
towards 1.5x. This could occur if:
-- A larger-than-expected economic slowdown leads to persistent
material revenue declines well into next year;
-- Renewed supply chain disruptions prevent the company from
sustaining its recently improved margins and cause its working
capital to build again, leading to negative FOCF; or
-- The company pursues a larger-than-anticipated acquisition
compared with our current expectations for small bolt-on
acquisitions in adjacent product categories.
Although unlikely, S&P could raise its ratings on PetSafe if its
leverage is sustained below 5x. This could occur if:
-- The company demonstrates and commits to a less aggressive
financial policy and prioritize debt reduction instead of
shareholder returns or acquisitions.
CELSIUS NETWORK: Court Okays Cryptocurrency Distribution Settlement
-------------------------------------------------------------------
Chief Judge Martin Glenn of the United States Bankruptcy Court for
the Southern District of New York granted in part and denied in
part the joint motion of the post-effective date debtors, the ad
hoc committee of corporate creditors, and Coinbase Inc. with
respect to Liquid Cryptocurrency distributions in the bankruptcy
case of Celsius Network LLC.
Based on negotiations with Coinbase to provide distributions to
Corporate Creditors, the Debtors designed their initial
distribution process to provide Liquid Cryptocurrency distributions
to the 100 largest Corporate Creditors who affirmatively notified
the Debtors they would prefer a Liquid Cryptocurrency
distribution.
The Debtors indicate that, ultimately, of the 100 Corporate
Creditors who elected to receive a Liquid Cryptocurrency
distribution through Coinbase, 87 have received their
distribution through Coinbase, 2 have completed all necessary
onboarding steps and are pending distribution, have initiated but
not yet completed Coinbase's onboarding process, 5 have been
rejected by Coinbase, and 3 have not initiated or completed
Coinbase's onboarding process. All remaining Corporate Creditors
who were not among the 100 selected to receive a distribution
through Coinbase were scheduled to receive a Cash distribution.
At issue between the parties is the 100 Corporate Creditor limit.
On June 3, 2024, BFaller RD LLC, BFaller ROTH RD LLC, SFaller TRD
RD LLC, and SFaller RD LLC filed the Corporate Creditor Motion,
asserting that the Plan required a Liquid Cryptocurrency
distribution for every Corporate Creditor who desired one, and
sought damages. Numerous other Corporate Creditors joined in the
relief requested, resulting in the formation of the Ad Hoc
Committee of Corporate Creditors.
Under a Settlement between the Parties, Eligible Corporate
Creditors will be given the Liquid Cryptocurrency (or its
equivalent current value) that they would have received if they
were initially scheduled for a Liquid Cryptocurrency distribution.
The Settlement also provides for a $1.5 million payment to the Ad
Hoc Committee of Corporate Creditors and its counsel. The payment
serves as a "material part" of the Settlement and partial
consideration for the contemplated mutual releases among the
Parties.
The Motion seeks entry of an order:
(i) authorizing the Post-Effective Date Debtors to make this
additional distribution to certain "Eligible Corporate Creditors";
(ii) approving the related proposed procedures for Eligible
Corporate Creditors;
(iii) approving the settlement of the Motion Seeking Entry of an
Order (I) Approving Further Distribution Under Plan of
Reorganization for the Faller Creditors and (II) Granting Related
Relief as between the Parties that, in turn, also resolves the
Motion to Direct Celsius to Issue Australian Corporate Creditors
with Bitcoin (BTC) and Ether (ETH), not USD Cash, for those who
Remain Unpaid their Distributions in the Amounts of Cryptocurrency
that they would have Received for their Claims as at the January
15, 2024 prices fixed by Celsius, or in the Alternative, Motion to
Compel that Celsius be Directed to Issue Bankruptcy Proceeds to
Australian Corporate Creditors Only in USD Wire Transfers Rather
than Checks; and
(iv) granting related relief.
The Parties argue that the Settlement will resolve the Corporate
Creditor Motion without the need for costly and protracted
litigation, conserving significant estate resources, in
satisfaction of the first and second Iridium Factors. The
resolution of this critical issue in these chapter 11 cases, the
Parties contend, will also provide for an equitable distribution of
estate assets.
The Motion argues that the Settlement reflects the best possible
consensual resolution of the issues raised and should be approved.
On September 5, 2024, the U.S. Trustee filed an objection to the
Motion. That same day, the objection of pro se creditor Sean Xue
was also docketed, objecting to the relief sought.
The UST opposes the Motion on two primary grounds:
(i) the Settlement impermissibly modifies the substantially
consummated Plan; and
(ii) the $1.5 million payment to the Ad Hoc Committee of
Corporate Creditors and its counsel should be paid by "responsible
parties" as opposed to the Debtors' estates.
At the outset, Xue argues that the "corporate creditor mediation is
inequitable to creditors not covered by the Corporate Creditor Ad
Hoc," because the Debtors "led the mediation with an express
interest to arrive at a solution that elides their own culpability
for an error they and their client are responsible for." He
questions why Coinbase is "not being pursued" if there is a
liability, and if there is no liability, why the Settlement was
agreed to. The Xue Objection, like the UST's, appears to argue that
the Settlement will adversely impact other creditors by requiring
non-Corporate Creditors to bear the cost of Settlement. Moreover,
Xue also takes issue with the Post-Effective Date Debtors'
agreement to pay the fees of the Ad Hoc Committee of Corporate
Creditors, which he deems "excessive."
In response to the UST and Xue Objections to the Settlement and its
approval, the PostEffective Date Debtors state that Xue's and the
UST's arguments are unavailing and the Settlement should be
approved. In support of this, the Post-Effective Date Debtors
assert that the Settlement, as opposed to a modification, is merely
an implementation of the Plan as Eligible Corporate Creditors
willsimply be receiving what they were originally entitled to under
its terms with an option to convert the value into Cash. Moreover,
because the Settlment is implementing the Plan by ensuring Eligible
Corporate Creditors receive the treatment under the Plan as if they
had initially been scheduled for a Liquid Cryptocurrency
distribution, the Post-Effective Date Debtors believe that there is
no unfairness to individual creditors.
The Court finds that the Settlement is an implementation, rather
than a modification of, the Plan.
First, the Corporate Creditors, other than the 100 largest
Corporate Creditors who elected to receive Liquid Cryptocurrency,
were originally scheduled to receive a Cash distribution in
accordance with and pursuant to the Debtors' interpretation of the
Plan and its terms.
Second, rather than modifying the Plan, the Court finds that the
Settlement is merely providing Corporate Creditors what they would
have been entitled to under the Plan had they originally been
scheduled for a Liquid Cryptocurrency distribution on the Effective
Date.
According to the Court, as the Settlement provides Eligible
Corporate Creditors what they were entitled to under the Plan
(i.e., the value they would have received had they originally been
slated to receive a Liquid Cryptocurrency distribution) and
distributions will be funded in accordance with the terms of the
Plan, the Settlement cannot and does not negatively impact other
creditors.
Judge Glenn says, "In other words, the Post-Effective Debtors must
use remaining assets to make required distributions under the Plan.
At this time, the Post-Effective Date Debtors indicate that the
only available liquid assets are those in their reserves and the
amounts needed to wind down the estates and prosecute causes of
action as contemplated by the Plan. Therefore, the Post-Effective
Date Debtors must use the Liquid Cryptocurrency held in these
reserves -- the only available source for distributions -- to fund
the supplemental distribution payments to Eligible Corporate
Creditors. Indeed, this is what the reserves were intended for. The
Settlement, therefore, complies with the terms of the Plan."
The Court grants the Motion, in part, approves the Settlement,
including the relevant Parties' entry into the Supplemental
Coinbase Agreement, but denies the contemplated $1.5 million
payment to the Ad Hoc Committee of Corporate Creditors and its
counsel.
A copy of the Court's decision is available at
https://urlcurt.com/u?l=Jy9Jj3
Attorneys for Post-Effective Date Debtors:
Joshua A. Sussberg, Esq.
KIRKLAND & ELLIS LLP
601 Lexington Avenue
New York, NY 10022
E-mail: joshua.sussberg@kirkland.com
- and -
Patrick J. Nash, Esq.
Ross M. Kwasteniet, Esq.
Christopher S. Koenig, Esq.
Dan Latona, Esq.
KIRKLAND & ELLIS LLP
333 West Wolf Point Plaza
Chicago, IL 60654
E-mail: patrick.nash@kirkland.com
ross.kwasteniet@kirkland.com
dan.latona@kirkland.com
Attorney for Ad Hoc Committee of Corporate Creditors:
Joseph E. Saracheck, Esq.
SARACHECK LAW FIRM
670 White Plains Road
Penthouse Suite
Scarsdale, NY 10583
E-mail: joe@saracheklawfirm.com
Attorney for Coinbase:
Thomas S. Kessler, Esq.
CLEARY GOTTLIEB STEEN & HAMILTON LLP
One Liberty Plaza
New York, NY 10006
E-mail: tkessler@cgsh.com
Attorney for the United States Trustee:
Shara Cornell, Esq.
UNITED STATES TRUSTEE
One Bowling Green
Suite 534
New York, NY 10004
E-mail: Shara.Cornell@usdoj.gov
About Celsius Network
Celsius Network LLC -- http://www.celsius.network/-- is a
financial services company that generates revenue through
cryptocurrency trading, lending, and borrowing, as well as by
engaging in proprietary trading.
Celsius helps over a million customers worldwide to find the path
towards financial independence through a compounding yield service
and instant low-cost loans accessible via a web and mobile app.
Celsius has a blockchain-based fee-free platform where membership
provides access to curated financial services that are not
available through traditional financial institutions.
The Celsius Wallet claims to be one of the only online crypto
wallets designed to allow members to use coins as collateral to get
a loan in dollars, and in the future, to lend their crypto to earn
interest on deposited coins (when they're lent out).
Crypto lenders such as Celsius boomed during the COVID-19 pandemic,
drawing depositors with high interest rates and easy access to
loans rarely offered by traditional banks. But the lenders'
business model came under scrutiny after a sharp sell-off in the
crypto market spurred by the collapse of major tokens terraUSD and
luna in May 2022.
New Jersey-based Celsius froze withdrawals in June 2022, citing
"extreme" market conditions, cutting off access to savings for
individual investors and sending tremors through the crypto
market.
The list of major crypto firms that have filed for bankruptcy
protection in 2022 now includes Celsius Network, Three Arrows
Capital and Voyager Digital.
Celsius Network, LLC and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex
Mashinsky, the Debtors estimated assets and liabilities between $1
billion and $10 billion.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankrupty counsels; Fischer (FBC & Co.) as
special counsel; Centerview Partners, LLC as investment banker; and
Alvarez & Marsal North America, LLC as financial advisor. Stretto
is the claims agent and administrative advisor.
On July 27, 2022, the U.S. Trustee appointed an official committee
of unsecured creditors. The committee tapped White & Case, LLP as
its bankruptcy counsel; Elementus Inc. as its blockchain forensics
advisor; M3 Advisory Partners, LP as its financial advisor; and
Perella Weinberg Partners, LP as its investment banker.
Shoba Pillay, Esq., is the examiner appointed in the Debtors'
Chapter 11 cases. Jenner & Block, LLP and Huron Consulting
Services, LLC, serve as the examiner's legal counsel and financial
advisor, respectively.
* * *
On November 9, 2023, the Bankruptcy Court entered the Findings of
Fact, Conclusions of Law, and Order Confirming the Modified Joint
Chapter 11 Plan of Celsius Network LLC and Its Debtor Affiliates.
The Effective Date of the Plan occurred January 31, 2024.
CHARLES J. GBUR: Permissive Abstention Appropriate in IRS Case
--------------------------------------------------------------
Judge John P. Gustafson of the United States Bankruptcy Court for
the Northern District of Ohio ruled on the Internal Revenue
Service's motions for summary judgment on the objections filed by
Charles J. Gbur, Jr. and Carolyn S. Gbur to the agency's amended
proof of claim (Claim No. 6-6) and the amended administrative claim
(Claim No. 15-2).
The Debtors, in response to the IRS Motions, assert their plea for
a complete abatement of penalties and interest for the tax years
2009 to 2015, along with a request for the recalculation of their
2016 taxes under 11 U.S.C. Sec. 505(a)(1). The IRS contends that
its claims are permissible under 11 U.S.C. Secs. 502 and 503.
The Court finds that the IRS's positions "appear to have some
merit," and that the appropriate response to the IRS' Motion for
Summary Judgment is permissive abstention.
On January 4, 2018, the Debtors filed a petition for relief under
Chapter 13 of the Bankruptcy Code. On August 15, 2018, the court
entered an order granting the Debtors' Motion to Convert this Case
to a Case under Chapter 11. On July 22, 2019, the court entered an
Order confirming the Debtors' Chapter 11 Plan of Reorganization. In
their bankruptcy filing, the Debtors listed outstanding liabilities
to the IRS, arising from unpaid income taxes assessed against the
Debtors.
At present, the liabilities in issue are reflected in the IRS's
sixth Amended Proof of Claim, designated Claim Number 6-6. The IRS
asserts it was owed $168,202.55. Of this amount:
$166,882.16 is claimed as an allowed secured claim;
$972.53 is claimed as an unsecured, priority claim pursuant to
11 U.S.C. Sec. 507(a)(8); and
$348.16 is claimed as a general, unsecured claim.
The IRS also filed an administrative expense claim pursuant to 11
U.S.C. Sec. 503 in the amount of $52,947.97 with penalties and
interest continuing to accrue from and after July 15, 2022, until
the claim is fully paid.
The IRS raises several statutory issues with Debtors' Objection and
request for relief, one bankruptcy specific, and two that involve
more general requirements under the Internal Revenue Code.
First, the IRS notes that the Debtors' Chapter 11 Plan was
confirmed, subject to a Stipulation entered into with the IRS,
meaning that unless otherwise provided for in the Plan, all
property, arguably including the requested refunds, vested in the
Debtors and are no longer property of the estate.
The IRS further argues that no valid refund requests were made for
two reasons, based on a failure to comply with two statutory
requirements. The position of the IRS is that, even leaving out the
"trustee" issue, neither Sec. 7422 nor Sec. 6511 were complied with
by the Debtors in this case. No formal request for a tax refund was
made to the IRS for a refund of any of the funds in issue.
The court will, as it believes is its prerogative based on the
questions presented and the late stage of this Chapter 11
proceeding, exercise its right to invoke permissive
abstention on the Debtors' claim for a refund from the IRS.
The Debtors also argue that: "26 U.S.C. Secs. 6651 and 6656 allow
for the imposition of penalties for failure to file returns, pay
taxes or make deposits "unless it is shown that such failure is due
to reasonable cause and not due to willful neglect."
The Debtors assert that they exercised ordinary "business care and
prudence". Accordingly, the Debtors contend they should have their
tax penalties avoided based on the plain language of the statutes.
The IRS agrees with the existence of the exception: "unless it is
shown that such failure is due to reasonable cause and not due to
willful neglect."
The Court finds this issue appears to be one where there is a
genuine issue of material fact.
The Court elects to permissively abstain from Debtors' assertion
they are due a refund, and that the Court should order abatement of
interest. Finally, the Court will deny the IRS's Motion for Summary
Judgment on Debtors' Objection to the penalties that are included
in the IRS's Proofs of Claim.
A copy of the Court's decision is available at
https://urlcurt.com/u?l=hwF1YN
On January 4, 2018, Charles J. Gbur, Jr. and Carolyn S. Gbur filed
a petition for relief under Chapter 13 of the United States
Bankruptcy Code. On August 15, 2018, the case was converted to
Chapter 11 (Bankr. N.D. Ohio Case No. 18-30025). Judge John P.
Gustafson oversees the case. On July 22, 2019, the court confirmed
the Debtors' Chapter 11 Plan of Reorganization.
CMTRD LLC: Trustee Hires Stampler Auctions as Auctioneer
--------------------------------------------------------
Maria M. Yip, the Trustee for CMTRD LLC, seeks approval from the
U.S. Bankruptcy Court for the Southern District of Florida to
employ Stampler Auctions as auctioneer.
The firm will sell and auction the four vehicles owned by the
Debtor.
In order to pay the costs of the Auctioneer, the Trustee seeks
approval to retain the firm, and have these costs of the firm
allowed as administrative expenses and paid by the Trustee: $1,000
for the towing of all four Vehicles, plus $25 per day per Vehicle.
The Vehicles were towed on August 28, 2024, and have been secured
and stored since then. The total storage costs through October 11,
2024 will be $4,300 (for 43 days) plus $100 per day thereafter.
Harry Stampler, a partner at Stampler Auctions, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Harry Stampler
Stampler Auctions
P.O. BOX 2975
Ocala, FL 34478
Tel: (954) 921-8888
Fax: (954) 342-2080
Email: info@stamplerauctions.com
About CMTRD LLC
CMTRD LLC filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-16374) on June
26, 2024. In the petition signed by Yuletsy Beatriz Granadillo,
manager, the Debtor disclosed up to $50 million in assets and up to
$10 million in liabilities.
Judge Corali Lopez-Castro oversees the case.
Susan D. Lasky, Esq., serves as the Debtor's counsel.
COLLEGE OF SAINT ROSE: Seeks Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Amanda Albright of Bloomberg News reports that the now-shuttered
College of Saint Rose in New York filed for bankruptcy protection
on Thursday, October 10, 2024, marking the latest college to do so
as schools struggle with enrollment declines.
The Albany, New York-based college, which ceased academic
instruction in June 2024, filed a petition under Chapter 11 in the
US Bankruptcy Court for the Northern District of New York. It
listed assets between $1 million and $10 million and liabilities
between $50 million and $100 million.
About College of Saint Rose
College of Saint Rose -- https://strose.edu -- is a New York-based
college.
College of Saint Rose sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D.N.Y. Case No. 24-11131) on October 10,
2024. In the petition filed by Marcia J. White, as president the
Debtor reports estimated assets between $1 million and $10 million
and estimated liabilities between $50 million and $100 million.
The Debtor is represented by:
Elizabeth Usinger, Esq.
Cullen and Dykman LLP
432 Western Avenue
Albany, NY 12203
COMMERCIAL FLOORING: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
The U.S. Trustee for Region 21 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Commercial Flooring Solutions.
About Commercial Flooring Solutions
Commercial Flooring Solutions, LLC provides flooring solutions to
any given project serving Atlanta, Ga., and beyond. Its products
include carpet, carpet tile, hardwood, laminate, luxury, vinyl,
waterproof flooring, natural stone, glass tile, metal tile, and
solid surface.
Commercial Flooring Solutions filed Chapter 11 petition (Bankr.
N.D. Ga. Case No. 24-59431) on September 6, 2024, with total assets
of $253,125 and total liabilities of $4,298,034. Brett R. Pavel,
manager, signed the petition.
Judge Sage M. Sigler oversees the case.
The Debtor is represented by Leslie Pineyro, Esq., at Jones &
Walden, LLC.
COST LESS DISTRIBUTING: Commences Subchapter V Bankruptcy
---------------------------------------------------------
Cost Less Distributing Inc. filed Chapter 11 protection in the
Eastern District of Michigan. According to court documents, the
Debtor reports between $1 million and $10 million in debt owed to 1
and 49 creditors. The petition states that funds will be available
to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Oct. 31, 2024 at 10:00 a.m. in Room Telephonically.
About Cost Less Distributing Inc.
Cost Less Distributing Inc. is a family owned company in the pet
treat and pet food industry. In addition to its pet treat program,
the Company now offers cell phone charger cable, Cooper Street
cookies for humans, and will soon introduce its own small batch,
gourmet popcorn.
Cost Less Distributing Inc. sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No.
24-31912) on October 7, 2024. In the petition filed by Matthew
Ovadek, as vice president, the Debtor reports estimated assets up
to $50,000 and estimated liabilities between $1 million and $10
million.
The Honorable Bankruptcy Judge Joel D. Applebaum oversees the
case.
The Debtor is represented by:
Peter T. Mooney, Esq.
SIMEN, FIGURA & PARKER, PLC
5206 Gateway Centre #200
Flint, MI 48507
Tel: (810) 235-9000
Email: pmooney@sfplaw.com
CREDIT LENDING: Unsecureds Owed $924K to Get Share of Income
------------------------------------------------------------
Credit Lending Services, Inc., submitted a First Amended Disclosure
Statement in support of Plan of Reorganization dated September 5,
2024.
The Debtor is in the business of purchasing contracts from various
dealers and servicing auto loans. The Debtor's post-petition
operations have been limited to the servicing of existing loans in
the Debtor's portfolio and purchasing fewer contracts.
The Debtor is in the business of auto lending and purchasing
contracts from dealers at a discounted price. The discount ranges
from $1,000 to $1,500 from the actual contract price. All the
payments that come make up the Debtor's cash flow.
The Debtor then uses this money received from customers to pay the
ordinary expenses of employees, rent, insurance, repossession
expenses, and the remaining funds are used to purchase new
contracts. The Debtor collects each month the income from the
existing contracts. The cash flow varies each month, but including
the principal payments from customer the total payments received
can range from $500,000 to $600,000.
The Debtor's primary asset is the loan portfolio which Debtor
directly collects payments on each note. The value of the portfolio
varies and are deemed accounts receivables. The Debtor's revenue is
deposited with California Bank & Trust Debtor in Possession bank
accounts. As of the date of this Disclosure Statement, the Debtor
has approximately $1,084,196.66 in cash in the Debtor in Possession
Bank accounts.
Under the Plan, chapter 11 administrative expenses and priority
claims will be paid in full. Also, all outstanding arrearages due
to the landlord of the Debtor's remaining office lease will be paid
in full because that lease is being assumed by the Debtor under the
Plan. PNB will do no worse under the Plan than it would under the
hypothetical chapter 7. Class 4 General Unsecured Claims will
realize 100% distribution from the Debtor's net disposable income
over the 3-year life of the Plan instead.
The Plan proposes to pay holders of Allowed Administrative Claims,
Priority Tax Claims, Unsecured Priority Claims and General
Unsecured Claims an amount equal to Debtor's projected disposable
income for three years (the "Plan Payments"). Such payments will be
made on an approximately monthly basis (each a "Monthly Payment")
for three years.
Class 4 consists of all allowed general unsecured claims of the
Debtor not included in any other class. Total aggregate amount of
Class 4 claims is approximately $924,472.07 (estimated and subject
to claim objections). In full and final satisfaction of all allowed
Class 4 claims against the Debtor, each holder of an allowed Class
4 claim shall receive a pro rata share of the Monthly Payments for
up to three years, after payment in full of (1) all Allowed
Administrative Claims, (2) all Allowed Priority Tax Claims and (3)
all Allowed Priority Unsecured Claims.
Class 4 will receive a pro rata lump sum of $325,000 on the
Effective Date of the Plan. Class 4 will not receive interest on
their claims. These are fixed payments made by the Debtor and Class
4 will also receive a portion of the ERC credit with the
contingency that the Debtor receives the ERC credit for the
quarters submitted.
The Debtor may prepay amounts due Class 4 at any time without
prepayment penalty. In the event of a default in payment, holders
of Class 4 allowed claims may seek enforcement of Plan treatment in
the Bankruptcy Court as their exclusive remedy with the Bankruptcy
Court holding exclusive jurisdiction.
Class 5 interest holders will retain their rights and interests
without impairment. No member of Class 5 will be entitled to
receive cash payments on account of its equity interests under the
Plan. Pursuant to the current approved insider compensation, Chad
L. Spindler will continue to receive $15,750 for his services.
The Plan will be funded from the Debtor's cash on hand as of the
Effective Date and from the Debtor's income from continued
operations, as set forth in the Projections.
A full-text copy of the First Amended Disclosure Statement dated
September 5, 2024 is available at https://urlcurt.com/u?l=zSvM9t
from PacerMonitor.com at no charge.
Attorneys for the Debtor:
Anthony J. Dutra, Esq.
Tamar Terzian, Esq.
Hanson Bridgett LLP
777 S. Figueroa Street, Suite 4200
Los Angeles, CA 90017
Phone: (323) 210-7747
Email: adutra@hansonbridgett.com
tterzian@hansonbridgett.com
About Credit Lending Services
Credit Lending Services, Inc., is a provider of auto loans in
California specializing in the purchase and servicing of auto loans
through its network of automobile dealers, who have non-prime
customers purchasing new and used vehicles.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-12182) on March 21,
2024, with $9,008,914 in assets and $10,521,125 in liabilities.
Chad Spindler, shareholder, signed the petition.
Judge Julia W. Brand presides over the case.
Tamar Terzian, Esq., at Hanson Bridgett, LLP, is the Debtor's legal
counsel.
CREPERIE D AMOUR: Oct. 22 Hearing on Continued Cash Access
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
will hold another hearing on October 22, 2024, at 10:00 a.m. to
consider Creperie D Amour Inc.'s continued access to cash
collateral.
The Court previously granted Creperie D Amour interim authorization
to use cash collateral from Credibly of Arizona, LLC and the U.S.
Small Business Administration. This cash collateral will be used to
cover operating expenses and maintain business operations while the
company undergoes bankruptcy proceedings. The Debtor aims to secure
the necessary funds to ensure the ongoing viability of its business
and protect the interests of creditors during this period.
A copy of the Court's order and budget is available at
https://urlcurt.com/u?l=UXLSUS
About Creperie D Amour
Creperie D Amour Inc., doing business as Paris Bistro, owns and
operates a restaurant business in Naperville, Ill.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-05158) on April 9,
2024, with $231,539 in assets and $1,517,684 in liabilities.
Jonathan Santos, president, signed the petition.
Judge Donald R. Cassling presides over the case.
Penelope Bach, Esq., at Bach Law Offices, represents the Debtor as
bankruptcy counsel.
CUSTOMIZED CLEANING: Thomas Richardson Named Subchapter V Trustee
-----------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Thomas Richardson,
Esq., at Lewis Reed and Allen, as Subchapter V trustee for
Customized Cleaning Services, Inc.
Mr. Richardson will be paid an hourly fee of $320 for his services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Richardson declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Thomas C. Richardson, Esq.
Lewis Reed and Allen
136 East Michigan Ave., Suite 800
Kalamazoo, MI 49007
Phone: 269-388-7600
Email: trichardson@lewisreedallen.com
About Customized Cleaning Services
Customized Cleaning Services, Inc. filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Mich. Case No.
24-02511) on September 25, 2024, with $500,001 to $1 million in
both assets and liabilities.
Pamela S. Ritter, Esq., at Strobl, PLLC represents the Debtor as
legal counsel.
DARKPULSE INC: Acquires Optilan UK Ltd Assets, Subsidiaries
-----------------------------------------------------------
DarkPulse, Inc. announced the closing of the acquisition of certain
assets of Optilan UK Ltd including two operating subsidiaries.
The subsidiaries acquired are Optilan India Pvt Ltd, a major
engineering group that designed multiple installations across the
globe including security, rail, oil and gas, telecoms and, most
importantly, distributed fiber optic sensor systems (DFOSS). The
second entity acquired is Optilan Communications & Security Systems
Ltd (Turkey) who has played a key role in projects including the
Trans-Anatolian Natural Gas Pipeline (TANAP) installation as well
as maintenance services for one of the world's largest pipelines
and its operator. The Turkish-based company is also responsible for
multiple contracts across the Middle East.
The acquisitions are in line with the Company's operational
requirements and to expand operations throughout India and open new
operations capabilities in Europe, India and UAE as part of its
global operations plan. In conjunction with the Company's effort to
begin full manufacturing of its patented high resolution Brillouin
Optical Time Domain Analysis (BOTDA) fiber optic sensor systems the
Company continues to secure key partnerships globally with a
concentration in pipeline structural health monitoring and
security.
"We are pleased to announce the closing of these key assets and
appreciate the work by Eveyln Partners and the teams in both India
and Turkey for helping us finalize the acquisition," said Dennis
O'Leary, founder and CEO of DarkPulse Inc. "We plan on expanding
both India and Turkey teams which will bolster their decades of
experience enabling the Company to begin its full sales and
engineering operations inside the U.S. and globally."
About DarkPulse
Houston, Texas-based DarkPulse, Inc. is a technology-security
company incorporated in 1989 as Klever Marketing, Inc. Its
wholly-owned subsidiary, DarkPulse Technologies Inc., originally
started as a technology spinout from the University of New
Brunswick, Fredericton, Canada. The Company's security and
monitoring systems will initially be delivered in applications for
border security, pipelines, the oil and gas industry, and mine
safety. Current uses of fiber optic distributed sensor technology
have been limited to quasi-static, long-term structural health
monitoring due to the time required to obtain the data and its poor
precision. The Company's patented BOTDA dark-pulse sensor
technology allows for the monitoring of highly dynamic environments
due to its greater resolution and accuracy.
Lagos, Nigeria-based Boladale Lawal & Co., the Company's auditor
since 2024, issued a "going concern" qualification in its report
dated July 15, 2024, citing that the Company suffered an
accumulated deficit of $67,376,221, a net loss of $21,273,043, and
a negative working capital of $18,126,281. The Company is dependent
on obtaining additional working capital funding from the sale of
equity and/or debt securities to execute its plans and continue
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
DarkPulse suffered net losses of $21,723,043 and $35,517,505 during
the years ended December 31, 2023, and 2022, respectively. As of
June 30, 2024, DarkPulse had $2,541,788 in total assets,
$21,698,110 in total liabilities, and $19,156,322 in total
stockholders' deficit.
DECKER HOME: Hires Cooper Law Firm as Bankruptcy Counsel
--------------------------------------------------------
Decker Home Repairs, LLC seeks approval from the U.S. Bankruptcy
Court for the District of South Carolina to employ The Cooper Law
Firm as its legal counsel.
The firm will render these services:
(a) provide the Debtor legal advice with respect to its powers
and duties in the continued management and control of its assets
and its responsibilities regarding its liabilities to its
creditors;
(b) advise the Debtor regarding its responsibility to provide
insurance and bank account information, file monthly operating
reports with this court, pay quarterly fees to the U.S. Trustee's
Office, seek and receive through its attorney consent of this court
to incur debt or sell property, file a Plan of Reorganization and
Disclosure Statement within 180 days of filing the petition, and
file a final report, accounting and request for final decree as
soon after confirmation of Plan as is feasible, but no later than
120 days after confirmation of the Plan; and
(c) prepare the petition, scheules, statement of financial
affairs, Plan of reorganization, disclosure statement, final
report, final accounting, fial decree, as well as any other
necessary legal documents relative to the Chapter 11 case.
The firm will be paid at these hourly rates:
Robert H. Cooper, Attorney $395
Associate Lawyers $295
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer in the amount of $15,000 and a filing
fee of $1,738 from the Debtor.
Mr. Cooper 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:
Robert H. Cooper, Esq.
The Cooper Law Firm
1610 Gowdeysville Road
Gaffney, SC 29340
Telephone: (864) 271-9911
Email: rhcooper@thecooperlawfirm.com
About Decker Home Repairs
Decker Home Repairs, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No.
24-03581) on Oct. 3, 2024. In the petition signed by Jamie E.
Decker, sole/managing member, the Debtor disclosed up to $1 million
in assets and up to $10 million in liabilities.
Judge Helen E. Burris oversees the case.
The Cooper Law Firm represents the Debtor as counsel.
DIGITAL MEDIA: Hires Houlihan Lokey Capital as Investment Banker
----------------------------------------------------------------
Digital Media Solutions, Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Houlihan Lokey Capital, Inc. as investment banker.
The firm's services include:
(a) assist the Debtors in the development and distribution of
selected information, documents and other materials;
(b) assist the Debtors in soliciting and evaluating
indications of interest and proposals regarding any transaction(s)
from current and/or potential lenders, equity investors, acquirers
and/or strategic partners;
(c) assist the Debtors with the negotiation of any
transaction(s);
(d) attend meetings of the Debtors' board of directors,
creditor groups, official constituencies and other interested
parties, as they and Houlihan Lokey mutually agree;
(e) provide expert advice and testimony regarding financial
matters related to any transaction(s), if necessary; and
(f) provide such other financial advisory and investment
banking services as may be agreed upon by Houlihan Lokey and the
Debtors.
The firm will be paid at these fees:
(a) a monthly fee of $100,000;
(b) transaction fees; and
(c) reimbursement of expenses incurred.
Ryan Sandahl, a managing director at Houlihan Lokey Capital,
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:
Ryan Sandahl
Houlihan Lokey Capital, Inc.
10250 Constellation Blvd., Ste. 500
Los Angeles, CA 90067
Telephone: (310) 553-8871
About Digital Media Solutions
Founded in 2012, Digital Media Solutions, Inc. is a
technology-enabled digital advertising company in Clearwater, Fla.,
that leverages its advanced technology and proprietary customer
data to efficiently and effectively connect its customers with
their target consumers. As of Sept. 11, 2024, DMS and its
affiliates operate in at least 15 countries and territories around
the world and employ 247 individuals in the United States and
Canada.
Digital Media Solutions and 36 affiliates commenced voluntary
Chapter 11 proceedings (Bankr. N.D. Tex. Lead Case No. 24-90468) on
Sept. 11, 2024. At the time of the filing, Digital Media Solutions
reported $100 million to $500 million in both assets and
liabilities.
Judge Alfredo R. Perez oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Porter Hedges, LLP as
legal counsel; Portage Point Partners as restructuring advisor; and
Houlihan Lokey Capital, Inc. as investment banker. Omni Agent
Solutions is the claims agent.
DIGITAL MEDIA: Seeks Approval to Hire Porter Hedges as Co-Counsel
-----------------------------------------------------------------
Digital Media Solutions, Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Porter Hedges LLP as co-counsel and conflicts counsel.
The firm will render these services:
(a) provide legal advice and services regarding local rules,
practices, and procedures;
(b) provide certain services in connection with administration
of these Chapter 11 cases;
(c) prepare, review and comment on proposed drafts of
pleadings to be filed with the court as bankruptcy co-counsel and
conflicts counsel to the Debtors;
(d) provide legal advice with respect to the Debtors' rights
and duties in their continued business operations;
(e) assist, advise and represent the Debtors in analyzing
their capital structure, investigating the extent and validity of
liens, cash collateral stipulations or contested matters;
(f) assist, advise and represent the Debtors in any cash
collateral and/or postpetition financing transactions;
(g) assist, advise and represent the Debtors in the
preparation of sale and bid procedures to auction their assets;
(h) assist, advise and represent the Debtors in any manner
relevant to preserving and protecting their estates;
(i) prepare on behalf of the Debtors all necessary legal
papers;
(j) appear in court and to protect the Debtors' interests
before the court;
(k) represent the Debtors in the conflicts matters;
(l) conduct investigations and analyses sufficient to advise
the Debtors regarding the conflicts matters;
(m) perform all other necessary or requested litigation
services in connection with the conflict matters;
(n) at the request of the Debtors, appear in court and at any
meeting with the U.S. Trustee and any meeting of creditors at any
given time on behalf of the Debtors as their bankruptcy co-counsel
and conflicts counsel; and
(o) provide other legal advice and services, as requested by
the Debtors, from time to time.
The firm's counsel and staff will be paid at these hourly rates:
Partners $520 - $1,100
Counsel $400 - $1,100
Associates/Staff Attorneys $420 - $805
Paraprofessionals $310 - $470
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received an initial retainer in the amount of $35,000 and
an additional retainer of $125,000 for its prepetition and
postpetition services from the Debtors.
John Higgins, Esq., a partner at Porter Hedges, also provided the
following in response to the request for additional information set
forth in Section D of the Revised U.S. Trustee Guidelines:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Answer: No.
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?
Answer: 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 postpetition,
explain the difference and the reasons for the difference.
Answer: The firm was retained in June 2024 and its standard rates
have remained unchanged from that time through the petition date.
Mr. Higgins 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:
John F. Higgins, Esq.
Porter Hedges LLP
1000 Main St. 36th Fl.
Houston, TX 77002
Telephone: (713) 226-6000
Facsimile: (713) 226-6248
Email: jhiggins@porterhedges.com
About Digital Media Solutions
Founded in 2012, Digital Media Solutions, Inc. is a
technology-enabled digital advertising company in Clearwater, Fla.,
that leverages its advanced technology and proprietary customer
data to efficiently and effectively connect its customers with
their target consumers. As of Sept. 11, 2024, DMS and its
affiliates operate in at least 15 countries and territories around
the world and employ 247 individuals in the United States and
Canada.
Digital Media Solutions and 36 affiliates commenced voluntary
Chapter 11 proceedings (Bankr. N.D. Tex. Lead Case No. 24-90468) on
Sept. 11, 2024. At the time of the filing, Digital Media Solutions
reported $100 million to $500 million in both assets and
liabilities.
Judge Alfredo R. Perez oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Porter Hedges, LLP as
legal counsel; Portage Point Partners as restructuring advisor; and
Houlihan Lokey Capital, Inc. as investment banker. Omni Agent
Solutions is the claims agent.
DIGITAL MEDIA: Seeks to Hire Kirkland & Ellis as Legal Counsel
--------------------------------------------------------------
Digital Media Solutions, Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ the Kirkland & Ellis LLP and Kirkland & Ellis International
LLP as legal counsel.
The firm's services include:
(a) advise the Debtors with respect to their powers and duties
in the continued management and operation of their businesses and
properties;
(b) advise and consult on the conduct of these Chapter 11
cases;
(c) attend meetings and negotiate with representatives of
creditors and other parties in interest;
(d) take all necessary actions to protect and preserve the
Debtors' estate;
(e) prepare pleadings in connection with these Chapter 11
cases;
(f) represent the Debtors in connection with obtaining
authority to continue using cash collateral and postpetition
financing;
(g) advise the Debtors in connection with any potential sale
of assets;
(h) appear before the court and any appellate courts to
represent the interests of the Debtors' estates;
(i) advise the Debtors regarding tax matters;
(j) take any necessary action on behalf of the Debtors to
negotiate, prepare, and obtain approval of a disclosure statement
and confirmation of a Chapter 11 plan and all documents related
thereto; and
(k) perform all other necessary legal services for the Debtors
in connection with the prosecution of these Chapter 11 cases.
The firm's standard hourly rates are as follows:
Partners $1,195 - $2,465
Of Counsel $820 - $2,245
Associates $745 - $1,495
Paraprofessionals $325 - $625
In addition, the firm will seek reimbursement for expenses
incurred.
The Debtors paid the firm an advance payment retainer of $300,000.
Alexandra Schwarzman, Esq., a partner of Kirkland & Ellis and
Kirkland & Ellis International, also provided the following in
response to the request for additional information set forth in
Section D of the Revised U.S. Trustee Guidelines:
Question: Did Kirkland agree to any variations from, or
alternatives to, Kirkland's standard billing arrangements for this
engagement?
Answer: No.
Question: Do any of the Kirkland professionals in this engagement
vary their rate based on the geographic location of the Debtors'
Chapter 11 cases?
Answer: No.
Question: If Kirkland has represented the Debtors in the 12
months prepetition, disclose Kirkland's billing rates and material
financial terms for the prepetition engagement, including any
adjustments during the 12 months prepetition. If Kirkland's billing
rates and material financial terms have changed postpetition,
explain the difference and the reasons for the difference.
Answer: Kirkland's current hourly rates for services rendered on
behalf of the Debtors range as follows:
Partners $1,195 - $2,465
Of Counsel $820 - $2,245
Associates $745 - $1,495
Paraprofessionals $325 - $625
Kirkland represented the Debtors from September 18, 2023, to
December 31, 2023, before the petition date, using the hourly rates
listed below:
Partners $1,195 - $2,245
Of Counsel $820 - $2,125
Associates $685 - $1,395
Paraprofessionals $295 - $575
Question: Have the Debtors approved Kirkland's budget and
staffing plan, and, if so, for what budget period?
Answer: Yes. Pursuant to the Interim Debtor-In-Possession (DIP)
Order, the Debtors must furnish weekly budget and variance reports,
which include detail regarding the fees and expenses incurred in
these Chapter 11 cases by professionals proposed to be retained by
the Debtors.
Ms. Schwarzman 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:
Alexandra Schwarzman, Esq.
Kirkland & Ellis LLP
333 West Wolf Point Plaza
Chicago, IL 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
Email: alexandra.schwarzman@kirkland.com
About Digital Media Solutions
Founded in 2012, Digital Media Solutions, Inc. is a
technology-enabled digital advertising company in Clearwater, Fla.,
that leverages its advanced technology and proprietary customer
data to efficiently and effectively connect its customers with
their target consumers. As of Sept. 11, 2024, DMS and its
affiliates operate in at least 15 countries and territories around
the world and employ 247 individuals in the United States and
Canada.
Digital Media Solutions and 36 affiliates commenced voluntary
Chapter 11 proceedings (Bankr. N.D. Tex. Lead Case No. 24-90468) on
Sept. 11, 2024. At the time of the filing, Digital Media Solutions
reported $100 million to $500 million in both assets and
liabilities.
Judge Alfredo R. Perez oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Porter Hedges, LLP as
legal counsel; Portage Point Partners as restructuring advisor; and
Houlihan Lokey Capital, Inc. as investment banker. Omni Agent
Solutions is the claims agent.
DIGITAL MEDIA: Seeks to Tap Portage Point as Restructuring Advisor
------------------------------------------------------------------
Digital Media Solutions, Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Triple P RTS, LLC, doing business as Portage Point Partners,
LLC, as restructuring advisor.
The firm will render these services:
(a) provide Zachary Rose to serve as the Debtors' chief
restructuring officer (CRO);
(b) provide additional assistance of additional personnel from
Portage Point, as necessary;
(c) assist in the evaluation and/or development of a
short-term cash flow model and/or related liquidity management
tools for the Debtors for such purpose(s) as they may require;
(d) assist in the evaluation and/or development of a business
plan and/or such other related forecasts and analyses for the
Debtors for such purpose(s) as they may require;
(e) assist in the evaluation and/or development of various
strategic and/or financial alternatives and financial analyses for
such purpose(s) as the Debtors may require;
(f) assist the Debtors in their engagement and negotiations
with their various constituents;
(g) assist in the development and distribution of other
information that may be required by the Debtors or the
constituents;
(h) assist in obtaining and presenting information required by
parties in interest in these Chapter 11 cases;
(i) assist in the preparation of other business, financial
and/or other reporting related to these Chapter 11 cases;
(j) assist with such other matters as may be requested by the
Debtors that are within Portage Point's expertise and otherwise
mutually agreeable to Portage Point and the Debtors;
(i) analyze current tax attributes of the Debtors;
(l) assess any limitations on existing tax attributes and
review related tax analyses;
(m) analyze potential income tax associated with of changes in
the Debtors' equity ownership and financing profile;
(n) analyze potential U.S. federal income tax associated with
the bridge loan transaction executed during April 2024;
(o) assess the anticipated U.S. federal income tax
consequences in connection with an asset sale pursuant to section
363 of the Bankruptcy Code; and
(p) assist with such other matters as may be requested by the
Debtors that are within Portage Point's expertise and otherwise
mutually agreeable to Portage Point and the Debtors.
The firm's professionals will be paid at these hourly rates:
Managing Partner $1,095
Service Line Leader $950 - $995
CRO $895
Managing Director $850 - $925
Director $695 - $795
Vice President $550 - $675
Associate $395 - $450
In addition, the firm will seek reimbursement for expenses
incurred.
`
Zachary Rose, a senior director of Portage Point Partners,
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:
Zachary Rose
Portage Point Partners, LLC
300 N. La Salle Dr.
Chicago, IL 60654
Telephone: (312) 781-7520
About Digital Media Solutions
Founded in 2012, Digital Media Solutions, Inc. is a
technology-enabled digital advertising company in Clearwater, Fla.,
that leverages its advanced technology and proprietary customer
data to efficiently and effectively connect its customers with
their target consumers. As of Sept. 11, 2024, DMS and its
affiliates operate in at least 15 countries and territories around
the world and employ 247 individuals in the United States and
Canada.
Digital Media Solutions and 36 affiliates commenced voluntary
Chapter 11 proceedings (Bankr. N.D. Tex. Lead Case No. 24-90468) on
Sept. 11, 2024. At the time of the filing, Digital Media Solutions
reported $100 million to $500 million in both assets and
liabilities.
Judge Alfredo R. Perez oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Porter Hedges, LLP as
legal counsel; Portage Point Partners as restructuring advisor; and
Houlihan Lokey Capital, Inc. as investment banker. Omni Agent
Solutions is the claims agent.
DIOCESE OF ROCHESTER :Court Tosses Continental Breach Claim
-----------------------------------------------------------
Rick Archer of Law360 Bankruptcy Authority reports that a New York
bankruptcy judge has dismissed a claim the Roman Catholic Diocese
of Rochester broke a contract with Continental Insurance when it
backed out of a proposed $63.5 million settlement of sexual abuse
claims while he expressed frustration at the pace of the Chapter 11
case.
About The Diocese of Rochester
The Diocese of Rochester in upstate New York provides support to 86
Roman catholic parishes across 12 counties in upstate New York. It
also operates a middle school, Siena Catholic Academy. The diocese
has 86 full-time employees and six part-time employees and provides
medical and dental benefits to an additional 68 retired priests and
two former priests.
The diocese generated $21.88 million of gross revenue for the
fiscal year ending June 30, 2019, compared with a gross revenue of
$24.25 million in fiscal year 2018.
The Diocese of Rochester filed for Chapter 11 bankruptcy protection
(Bankr. W.D.N.Y. Case No. 19-20905) on Sept. 12, 2019, amid a wave
of lawsuits over alleged sexual abuse of children. In the petition,
the diocese was estimated to have $50 million to $100 million in
assets and at least $100 million in liabilities.
Bond, Schoenec & King, PLLC and Bonadio & Co. serve as the
diocese's legal counsel and accountant, respectively. Stretto is
the claims and noticing agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the diocese's Chapter 11 case. Pachulski
Stang Ziehl & Jones, LLP and Berkeley Research Group, LLC serve as
the committee's legal counsel and financial advisor, respectively.
DMK PHARMACEUTICALS: Unsecureds Will Get 0.6% to 3.4% of Claims
---------------------------------------------------------------
DMK Pharmaceuticals Corporation and its affiliated debtors filed
with the U.S. Bankruptcy Court for the District of Delaware a First
Amended Disclosure Statement describing First Amended Joint Plan of
Liquidation dated September 6, 2024.
The Debtors are composed of a family of pharmaceutical companies
that own various therapies treating different indications. Over
time, the Debtors' portfolio of treatments has focused on treatment
of the opioid epidemic, both in an emergency setting and in the
prophylactic treatment of Opioid Use Disorder.
However, various prepetition events burdened the Debtors with
liabilities that rendered their businesses in the prepetition
states no longer viable. The Debtors intended to utilize their
Chapter 11 Cases to reorganize their balance sheets, refocus their
businesses, and monetize valuable commercial and investigatory
assets to create value for their estates, architect a successful
financial future and bring to market valuable and potentially
lifechanging therapies for victims of the opioid epidemic and
patients of other diseases.
Pre-petition, the Debtors operated as a clinical stage neuro
biotechnology company focused on developing and selling therapies
addressing areas of unmet medical need. The Debtors' primary
products included five therapies, two of which obtained approval
from the Food and Drug Administration (the "FDA") (the "Commercial
Therapies") and are commercially saleable, and three of which are
in various stages of development (the "Investigatory Therapies").
The Debtors also own a portfolio of other molecules that have not
been investigated.
As of the Petition Date, DMK held approximately $1.672 million in
Cash in its deposit and investment accounts. The Debtors have no
funded indebtedness, no liens on any of their cash, and no person
or entity can claim that the Debtors' cash is collateral for any
indebtedness. The Debtors have been using their Cash, including the
proceeds of the post-petition sale of Zimhi as approved in the
Zimhi Sale Order, to finance these Chapter 11 Cases and the wind
down of its remaining business. As of the date hereof, the Debtors'
current Cash position is approximately $1.8 million.
On April 4, 2024, the Court entered an Order granting the Sale and
Bid Procedures Motion (the "Bid Procedures Order"), and (A)
approving certain bidding procedures for the sale or sales of all
or substantially all of the Debtors' assets or any portion thereof
(the "Assets"), free and clear of all liens, claims, encumbrances,
setoff rights and other interests and the Sale Notice; (B)
authorizing the Debtors to conduct, and approving the terms and
conditions of the auction (the "Auction"), if necessary, as set
forth in the Bid Procedures Order to consider offers for the Sale
of the Debtors' Assets, establishing a date for the Auction; and
(C) establishing certain procedures for the assumption and
assignment of certain executory contracts and unexpired leases
(collectively, the "Sale Process").
On May 16, 2024, the sale of Debtors' Zimhi Assets to ZMI Pharma,
Inc. pursuant to the asset purchase agreement attached as Exhibit 1
to the Sale Order closed, and the Debtors conveyed the Zimhi Assets
(as defined in the asset purchase agreement) to the purchaser,
resulting in approximately $3.2 million of cash deposited into the
Debtors' Estates.
The Plan constitutes a joint plan of liquidation for all of the
Debtors.
Class 3 consists of Allowed General Unsecured Claims. Each Holder
of a Class 3 Allowed General Unsecured Claim will receive, in full
and final satisfaction, settlement and release of and in exchange
for such Allowed Unsecured Claim, their Pro Rata Share of
Distributions from Liquidation Trust Assets as beneficiaries of the
Liquidation Trust until they have received payment in full, after
payment of Allowed Claims in Class 1 and Class 2 hereunder and
reserves by the Liquidation Trustee of a reasonable amount to fund
expenses of administering the Liquidation Trust and paying
Liquidation Trust Professionals.
The Liquidation Trustee shall pay holders of Allowed Class 3 Claims
their Pro Rata Share (subject to the Disputed Claims Reserve) as
funds become available in the Distribution Account, subject to the
Liquidation Trustee's discretion and required holdbacks for
potential Allowed Claims. The allowed unsecured claims total
$25,336,463. This Class will receive a distribution of 0.6% to 3.4%
of their allowed claims. Class 3 is Impaired.
All Class 5 Equity Interests will be extinguished on the Effective
Date. Holders of Equity Interests shall not receive or retain any
distribution under the Plan on account of such Equity Interests
unless and until all senior Claims, including Allowed
Administrative Claims (including Allowed Fee Claims), Allowed
Priority Claims, Allowed Secured Claims, Allowed General Unsecured
Claims and Allowed Subordinated Claims are satisfied in full, in
which case each holder of an Equity Interest shall receive its Pro
Rata Share of the Cash to be distributed from the Liquidating
Trust, if any.
Distributions under the Plan on account of the Allowed Claims and
Equity Interests will be funded by the Liquidation Trust Assets,
other than the Professional Fees Reserve, including without
limitation, any proceeds from the sale of remaining Estate Assets
of the Debtors as well as recoveries realized by the Liquidation
Trustee in the Causes of Action, including without limitation the
USWM and Catalent Causes of Action, as well as the D&O Causes of
Action. On the Effective Date, the Debtors shall fund the
Professional Fees Reserve in full in Cash.
A full-text copy of the First Amended Disclosure Statement dated
September 6, 2024 is available at https://urlcurt.com/u?l=2MBTM2
from PacerMonitor.com at no charge.
Counsel to the Debtors:
Michael Busenkell, Esq.
GELLERT SCALI BUSENKELL & BROWN LLC
1201 N. Orange Street, Suite 300
Wilmington, DE 19801
Tel: (302) 425-5812
Fax: (302) 425-5814
E-mail: mbusenkell@gsbblaw.com
- and -
Lee B. Hart, Esq.
Adam D. Herring, Esq.
NELSON, MULLINS, RILEY & SCARBOROUGH LLP
201 17th Street NW, Suite 1700
Atlanta, GA 30363
Tel: (404) 322-6000
Fax: (404) 322-6050
E-mail: lee.hart@nelsonmullins.com
adam.hering@nelsonmullins.com
- and -
Dylan G. Trache, Esq.
NELSON, MULLINS, RILEY & SCARBOROUGH LLP
101 Constitution Avenue, NW, Suite 900
Washington, D.C. 20001
Tel: (202) 689-2800
Fax: (202) 689-2860
E-mail: dylan.trache@nelsonmullins.com
- and -
Rachel A. Sternlieb, Esq.
NELSON, MULLINS, RILEY & SCARBOROUGH LLP
1400 Wewatta Street, Suite 500
Denver, CO 80202
Tel: (303) 853-9900
Fax: (303) 583-9999
E-mail: rachel.sternlieb@nelsonmullins.com
About DMK Pharmaceuticals Corp.
DMK Pharmaceuticals Corporation and its affiliates are composed of
a family of pharmaceutical companies that own various therapies
treating different indications. Over time, the Debtors' portfolio
of treatments has focused on treatment of the opioid epidemic, both
in an emergency setting and in the prophylactic treatment of Opioid
Use Disorder.
DMK Pharmaceuticals and its affiliates filed petitions under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 24-10153) on Feb. 2, 2024. In the petition signed by
its chief financial officer, Seth Cohen, DMK Pharmaceuticals
disclosed $10 million to $50 million in both assets and
liabilities.
The Debtors tapped Gellert Scali Busenkell & Brown, LLC and Nelson,
Mullins, Riley & Scarborough, LLP as legal counsels; and Rock Creek
Advisors, LLC as financial advisor. BMC Group, Inc., is the claims
and noticing agent.
DNC AND TCPA: Hires Wadsworth Garber Warner Conrardy as Counsel
---------------------------------------------------------------
DNC and TCPA List Sanitizer, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Colorado to employ Wadsworth
Garber Warner Conrardy, PC as its counsel.
The firm's services include:
(a) prepare, on behalf of the Debtor, all necessary legal
papers in this Chapter 11 proceeding;
(b) perform all legal services for the Debtor which may become
necessary herein; and
(c) represent the Debtor in any litigation which it determines
is in the best interest of the estate whether in state or federal
court(s).
The firm's counsel and staff will be paid at these hourly rates:
David Wadsworth, Attorney $500
Aaron Garber, Attorney $500
David Warner, Attorney $425
Aaron Conrady, Attorney $425
Lindsay Riley, Attorney $325
Hallie Cooper, Attorney $225
Paralegals $125
The firm received a retainer of $45,000 from the Debtor.
Mr. Garber 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:
Aaron A. Garber, Esq.
Wadsworth Garber Warner Conrardy, P.C.
2580 West Main Street, Suite 200
Littleton, Colorado 80120
Telephone: (303) 296-1999
Email: agarber@wgwc-law.com
About DNC and TCPA Sanitizer
DNC and TCPA List Sanitizer, LLC, is a Colorado limited liability
company that is primarily an internet-based business.
DNC and TCPA List Sanitizer sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 24-12624) on May
16, 2024, with $50,001 to $100,000 in assets and $500,001 to $1
million in liabilities.
Judge Kimberley H. Tyson oversees the case.
The Debtor tapped Wadsworth Garber Warner Conrardy, PC as
bankruptcy counsel and Vandana Koelsch, Esq., at Allen Vellone Wolf
Helfrich & Factor PC as special litigation counsel.
DON KARL JURAVIN: Loses Bella Collina Adversary Case
----------------------------------------------------
In the case captioned as Bella Collina Property Owner's
Association, Inc., Plaintiff, v. Don Karl Juravin, Defendant, Adv.
No. 6:21-ap-00103-LVV ((Consolidated with Adv. No.
6:21-ap00141-LVV; Adv. No. 6:21-ap-00142-LVV; Adv. No.
6:22-ap-00016-LVV; Adv. No. 6:22-ap-00019-LVV and Adv. No.
6:22-ap-00020-LVV) (Bankr. M.D. Fla.), Judge Lori V. Vaughan of the
United States Bankruptcy Court for the Middle District of Florida
striked the pleadings of Don Karl Juravin and his wife, Anna
Juravin, and entered default judgment in favor of Bella Collina.
On October 31, 2018, Juravin filed a voluntary petition for chapter
7 bankruptcy. Dennis D. Kennedy was appointed chapter 7 trustee.
In his bankruptcy schedules, Juravin disclosed assets valued over
$1.7 million, including Juravin's ownership interests in several
business entities of which he is an officer. Juravin's liabilities
exceeded $27 million, consisting primarily of a $25 million
judgment in favor of the Federal Trade Commission and a $1.3
million mortgage on his home.
Bella Collina Property Owner's Association, Inc., is a home owners'
association owed approximately $400,000 secured by a lien on
Juravin's home, which Juravin disputes. During the case, Kennedy
retained counsel and other professionals to investigate the
financial affairs of Juravin and recover assets.
On January 31, 2020, one of the Juravin Entities -- Must Cure
Obesity, Co. -- filed a voluntary petition for chapter 11
bankruptcy. MCO was one of the entities through which Juravin
operated and subject to the FTC Judgment. About five months later,
the Court converted MCO's bankruptcy case to chapter 7 and Kennedy
was appointed chapter 7 trustee. On its schedules, MCO disclosed
assets valued over $1.1 million, consisting primarily of actions
against third parties. MCO's liabilities totaled $27 million,
including the $25 million FTC Judgment. Ultimately, the Juravin and
MCO bankruptcy estates were substantively consolidated for all
purposes. Except for the amounts owed to the FTC, on June 26, 2020,
Juravin received a discharge under 11 U.S.C. Sec. 727.
Kennedy requested Juravin turn over certain estate assets, provide
specific documents or information relating to the financial affairs
of Juravin or MCO, and attend continued meetings of creditors in
his and MCO's bankruptcy cases. Juravin did not comply and the
Court granted Kennedy's motion to compel. The Court directed
Juravin to turn over estate assets, produce specific documents and
attend the continued meetings of creditors. Juravin failed to
comply with the Compel Order and after notice and hearing, the
Court found Juravin in contempt.
The Court afforded Juravin an opportunity to purge his contempt
before April 19, 2021 by complying with the Compel Order. Before
the deadline, Juravin alleged compliance. The Trustee disagreed and
alleged Juravin and Anna were actively concealing information and
assets in both estates. As a result, the Trustee requested, under
seal, a break order to obtain access to Juravin's home to recover
any business records of the Juravin Entities, recover any
electronics devices containing information about Juravin, the
Juravin Entities or estate assets, and recover any estate assets.
The Court entered the break order and on May 5, 2021 the U.S.
Marshal executed.
Between 2021 and 2022, Kennedy filed six complaints seeking to
avoid and recover transfers made to Juravin, his spouse Anna, the
non-bankrupt Juravin Entities consisting of Juravin, Incorporated
and Roca Labs Nutraceutical USA, Inc., a newly formed entity also
called Juravin, Incorporated and an entity solely held by Anna
called United Medical Group International, Inc., all relating to
either the Juravin or MCO bankruptcy. Bella Collina also filed a
complaint against Juravin seeking to revoke the Discharge under 11
U.S.C. Sec. 727(d)(1) and (2). The Trustee later intervened as
party plaintiff in the Bella Collina Proceeding. Juravin, Anna,
Juravin, Inc., and UMGI, all represented by counsel, filed answers
and affirmative defenses in the Trustee Proceedings and Juravin
filed an answer and affirmative defenses in the Bella Collina
Proceeding. Roca Labs did not respond to the complaint resulting in
the entry of a default and final default judgment in favor of
Kennedy, which concluded one of the Trustee Proceedings. Although
the adversary proceedings initially progressed separately, Kennedy
requested that certain proceedings be consolidated for discovery
and trial, which the Court granted. Eventually, all adversary
proceedings—the five remaining Trustee Proceedings and the Bella
Collina proceeding—were consolidated for discovery and trial.
Juravin and Anna have repeatedly failed to comply with the Court's
orders and directives, have resisted plaintiffs' attempts to take
discovery, have filed meritless pleadings and taken frivolous
positions, thereby delaying resolution of these adversary
proceedings. In a final straw, Juravin failed to attend trial—a
trial that had already been continued twice, the latter at his
request—and Anna appeared for the first few hours of trial but
did not return after a lunch recess. Based on their disregard for
the Court's orders and the litigation process, the Court has little
choice but to strike their pleadings and enter default judgment in
favor of plaintiffs.
Judge Vaughan says, "Juravin and Anna brought this on themselves
and their entities. Their refusal to cooperate and participate in
these proceedings has resulted in judgments against them. While the
Court has attempted to describe all of their obfuscation and delay
in this opinion, the full extent is difficult to convey. It is time
for this litigation to end and for Defendants to face the
consequences of their actions."
A copy of the Court's decision is available at
https://urlcurt.com/u?l=dmJOa0
Don Karl Juravin filed a petition under Chapter 7 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 6:1806821) on Oct. 31, 2018. Dennis
D. Kennedy was appointed as Chapter 7 Trustee.
EL DORADO GAS: Selling Vehicles and Equipment in Online Auction
---------------------------------------------------------------
Dawn Ragan, the Trustee for the bankruptcy estates of debtors
Hugoton Operating Company Inc. and El Dorado Gas & Oil Inc.,
Independent Manager of Bluestone Natural Resources II, and
Independent Director of World Aircraft Inc., seeks approval from
the U.S. Bankruptcy Court for the Southern District of Mississippi,
to sell vehicles, equipment, and other personal property in an
online auction, free and clear of liens, claims, rights,
encumbrances, and other interests.
The Trustee has identified extensive amounts of equipment,
machinery and other personal property owned by the Debtors which
are stored and housed in over 37 different locations across several
states and Canada.
The Trustee has retained Tiger Capital Group, LLC to assist with
the process of inventorying, cataloging, and, where appropriate,
selling each item of equipment.
The Trustee indicates that the proposed sale terms and procedures
will facilitate an orderly and efficient sale of the Equipment, and
has requested to dispose of it through auction.
The Trustee proposes that the sale will be conducted through
virtual Auction on or after November 12, 2024 for the Equipment
that are located in both Zapata and Branham, Texas.
The Auction will be advertised online and in print -- Tiger Capital
intends to publish notice on its website -- and via electronic mail
distribution lists, print and regular mail campaigns.
At Tiger Capital's suggestion, the Trustee will also send direct
mailings to targeted recipients, engage in telemarketing campaigns
and engage a public relations company to assist with the promotion
of auction sales.
The Trustee also maintains that the Equipment will be sold "as is",
"where is", without any representations of any kind or nature
whatsoever, including as to merchantability or fitness for a
particular purpose, and without warranty or agreement as to the
condition of such personal property.
About El Dorado Gas & Oil Inc. and Hugoton Operating
Company
Hugoton and El Dorado are both Arkansas corporations engaged in the
exploration, production, and development of crude oil and natural
gas properties. El Dorado is a lease holder and operator of oil and
gas wells covering about 4,000 net acres in South Texas. El Dorado
also owns a substantial amount of oil field equipment and owns real
estate in multiple locations and states. Hugoton also owns oil and
gas interests and operates wells in South Texas.
Hugoton Operating Company, Inc. filed a voluntary Chapter 11
petition (Bankr. S.D. Miss. Case No. 23-51139) on Aug. 14, 2023. El
Dorado Gas & Oil, Inc., a company in Gulfport, Miss., filed Chapter
11 petition (Bankr. S.D. Miss. Case No. 23-51715) on Dec. 22, 2023,
with $500 million to $1 billion in assets and $50 million to $100
million in liabilities. Thomas L. Swarek, president, signed the
petition.
Judge Katharine M Samson oversees the cases.
Patrick Sheehan, Esq., at Sheehan & Ramsey, PLLC, is Debtor
Bluestone Natural Resources II-South Texas, LLC and World Aircraft,
Inc’s counsel.
R. Michael Bolen, Esq., at Hood & Bolen, PLLC; and Nancy Ribaudo,
Esq., Katherine Hopkins, Esq., and Joseph Austin, Esq., at Kelly
Hart & Hallman LLP, serve as counsel to Dawn Ragan, Chapter 11
Trustee for El Dorado Gas & Oil, Inc. and Hugoton Operating
Company, Inc.
EMERALD GRANDE: Hires Compensate Realcorp LLC as Broker
-------------------------------------------------------
Emerald Grande, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of West Virginia to employ Compensate
Realcorp, LLC as broker.
The firm will assist the Debtor with finding new tenants for its
real estate located at 5760-5790 MacCorkle Avenue SE, Charleston,
WV 25304.
The firm will be paid at 3 percent of gross rental receipts paid by
new tenants secured by Realcorp.
Jonathan Cavendish, a managing member at Realcorp, 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:
Jonathan Cavendish
Realcorp, LLC
3818 MacCorkle Avenue,SE
Charleston, WV 25304
Tel: (304) 925-7023
About Emerald Grande
Emerald Grande, LLC owns commercial buildings situated on 2.284
acres located at 5760, 5780, and 5790 MacCorkle Ave., SE,
Charleston, W. Va., having an appraised value of $2.97 million.
Emerald Grande filed a petition for Chapter 11 protection (Bankr.
S.D. W. Va. Case No. 22-20189) on Dec. 2, 2022, with $3,009,950 in
total assets and $11,214,745 in total liabilities. Judge B. McKay
Mignault oversees the case.
Joe M. Supple, Esq., at Supple Law Office, PLLC serves as the
Debtor's counsel.
EMPLOY SOURCE: Janice Seyedin Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Region 11 appointed Janice Seyedin as
Subchapter V trustee for Employ Source, Inc.
Ms. Seyedin will be paid an hourly fee of $295 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Seyedin declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
About Employ Source
Employ Source, Inc. is a boutique employment solutions partner
offering custom back-office solutions. Its team of employment
specialists provides expertise in human resources, compliance,
benefits, risk management, payroll and taxes, and staffing. It is
based in Naperville, Ill.
Employ Source filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-14212) on
September 25, 2024, with $100,000 to $500,000 in assets and $1
million to $10 million in liabilities. Joel S. Randazzo, president,
signed the petition.
Judge Janet S. Baer presides over the case.
Scott R. Clar, Esq., at Crane, Simon, Clar & Goodman represents the
Debtor as legal counsel.
EZEOBA LLC: Seeks Court Approval to Hire Haberbush LLP as Counsel
-----------------------------------------------------------------
Ezeoba, LLC seeks approval from the U.S. Bankruptcy Court for the
Central District of California to employ Haberbush, LLP as general
bankruptcy counsel.
The firm will render these services:
(a) advise, consult, prosecute for and defend the Debtor
concerning issues arising in regard to conduct of the estate, its
rights and remedies with regard to the estate's assets, and the
claims of secured, priority and unsecured creditors;
(b) appear for and represent the Debtor's interest in
obtaining court approvals for its hiring of professionals, and to
assist and advise;
(c) investigate and prosecute, if appropriate, preference,
fraudulent transfer, and other actions arising under the Debtor's
avoiding powers, should such causes of action exist;
(d) assist in the preparation of such pleadings, applications
and orders as are required for the orderly administration of this
estate;
(e) advise, consult and represent the Debtor in such legal
actions as are necessary concerning the use and disposition of
property of the estate;
(f) advise and consult with the Debtor, prosecute for it and
defend it concerning claims made against the estate or claims made
by the estate;
(g) advise, consult and prosecute the approval of a plan of
reorganization; and
(h) advise, consult and assist the Debtor with the Guidelines
of the United States Trustee, the Local Bankruptcy Rules of this
Court, Title 11 of the United States Code, and the Federal Rules of
Bankruptcy Procedure.
The firm's attorneys will be paid at these hourly rates:
David Haberbush $550
Richard Brownstein $550
Vanessa Haberbush $350
Lane Bogard $325
Alexander Haberbush $250
In addition, the firm will seek reimbursement for expenses
incurred.
The firm requested a post-petition retainer in the amount of
$30,000 from the Debtor.
Mr. Haberbush 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:
David R. Haberbush, Esq.
Haberbush, LLP
444 West Ocean Boulevard, Suite 1400
Long Beach, CA 90802
Telephone: (562) 435-3456
Facsimile: (562) 435-6335
Email: dhaberbush@lbinsolvency.com
About Ezeoba LLC
Ezeoba, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-17764) on September
24, 2024. In the petition signed by Bonaventure Ugonwa, managing
member, the Debtor disclosed up to $10 million in both assets and
liabilities.
David R. Haberbush, Esq., at Haberbush, LLP serves as the Debtor's
counsel.
FARMLAND INDUSTRIES: Short Creek's CERCLA Claim v. MFA Tossed
-------------------------------------------------------------
In the case captioned as SHORT CREEK DEVELOPMENT, LLC, et al.,
Plaintiffs, vs. MFA INCORPORATED, Defendant, No. 22-05021-CV-SW-WBG
(W.D. Mo.), Judge W. Brian Gaddy of the United States District
Court for the Western District of Missouri entered judgment in
MFA's favor on Plaintiffs' claim against the Defendant under
section 107(a) of the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980.
Missouri Farmers Association, Inc., now known as Defendant MFA
Incorporated, purchased land near Joplin, Missouri in 1953 and 1954
and constructed a fertilizer plant. The Plant used, among other
things, phosphoric acid to manufacture the fertilizer. To make
phosphoric acid, the Plant utilized sulfuric acid and phosphate
rock.
Phosphogypsum, a byproduct from the process of making phosphoric
acid, was first produced at the Plant in January 1955.
MFA operated the Plant through March 31, 1957. During that time,
approximately 157,000 to 224,000 tons of phosphogypsum were
produced. The phosphogypsum was placed in an area to the
south-southeast of the Plant, forming a gypstack.
On April 1, 1957, Farmers Chemical Company became the Plant's owner
and operator. FCC was formed pursuant to an agreement between MFA
and Consumer Cooperative Association.
In 1959, CCA became FCC's majority owner. Between March 1962 and
October 1962, the Plant expanded its production capability,
exceeding 150,000 tons of fertilizer annually. In 1966, CCA became
Farmland Industries, Inc., and in 1970, Farmland became FCC's sole
owner.
Between April 1957 and December 1971, the Plant generated between
roughly 2,540,000 and 2,957,000 tons of phosphogypsum, which were
placed on the gypstack. In December 1971, phosphoric acid
production ceased. No phosphogypsum was placed on the gypstack
after December 1971. The gypstack covers approximately 54 acres and
varies in depth from a few feet to 60 feet
In 1999, FCC merged with Farmland. In 2002, Farmland filed a
voluntary petition for protection under Chapter 11 of the United
States Bankruptcy Code. In 2003, the Bankruptcy Court confirmed
Farmland's Second Amended Joint Plan of Reorganization. Pursuant to
the Plan and section 468(b) of the Internal Revenue Code, FI
Missouri Remediation Trust was formed as a Qualified Settlement
Fund to, inter alia, remediate the leachate emanating from the
gypstack. FIMRT's initial corpus included title to the land
containing the gypstack and $5,509,808. During the damages trial in
December 2023, additional evidence about FIMRT's formation was
presented.
In September 2021, Plaintiff Short Creek Development, LLC purchased
the Gypstack Site from FIMRT for $1.00. When it purchased the
Gypstack Site, SCD assumed the Gypstack Site's environmental
liabilities and agreed to pay all administrative expenses
associated with the Gypstack Site. FIMRT also assigned its claims
to Plaintiff Short Creek Advisors, LLC. Thus, SCA is the holder of
all right, title, and interest in the Gypstack Site.
On March 28, 2022, SCD and SCA sued MFA seeking (1) abatement of
imminent and substantial endangerment pursuant to section
7002(a)(1)(B) of the Solid Waste Disposal Act, as amended by the
Resource Conservation and Recovery Act of 1976 and the Hazardous
and Solid Waste Amendments of 1984; and (2) cost recovery and
declaratory judgment under sections 107(a)(4)(B) and 113(g)(2) of
CERCLA.
To establish liability under CERCLA, a plaintiff must show (1) the
site is a "facility," (2) a release or "threatened release" of a
"hazardous substance" from the site occurred, (3) the release or
threatened release caused the plaintiff to incur response costs,
and (4) the defendant falls within at least one of four classes of
responsible persons.
Plaintiffs' claim for recovery of costs under section 107(a) of
CERCLA is the only remaining claim.
Based on the parties' stipulations, Defendant is liable to
Plaintiffs under section 107(a) of CERCLA. After conducting a bench
trial on the issue of whether the environmental harm was divisible,
the Court concluded Defendant is jointly and severally liable under
CERCLA.
The applicable statute of limitations for a party seeking recovery
of costs under section 107(a) of CERCLA depends on whether the
response action is a "removal action" or "remedial action."
The parties agree the responses at the Gypstack Site are "remedial
actions." They also agree an initial action for recovery of costs
associated with a remedial action must be brought "within 6 years
after initiation of physical on-site construction of the remedial
action." The parties, however, disagree as to when "physical
on-site construction of the remedial action" began or will begin.
Plaintiffs argue "the remedial action for the Site calls for the
construction of a permanent cap," and until construction commences
on the future cap, the statute of limitations is not triggered.
Defendant contends the water treatment plant and the leachate
collection system are remedial actions, and because construction of
those actions commenced more than six years before Plaintiffs filed
this matter, the statute of limitations has run.
Judge Gaddy says, "Physical onsite construction of the leachate
collection system began in January 2012. At that time, the six-year
statute of limitations began to run. Plaintiffs, however, waited
until March 28, 2022, to file their claim under section 107(a) of
CERCLA. Because Plaintiffs filed their complaint more than six
years after the initiation of onsite construction of the leachate
collection system, their claim is untimely."
The Court finds Plaintiffs' claim against Defendant under section
107(a) of CERCLA is barred by the statute of limitations.
A copy of the Court's decision is available at
https://urlcurt.com/u?l=wn3oZi
About Farmland Industries
Farmland Industries, Inc., was one of the largest agricultural
cooperatives in North America with about 600,000 members. The firm
operates in three principal business segments: fertilizer
production; pork processing, packing and marketing; and beef
processing, packing and marketing. The company, along with its
affiliates, filed for chapter 11 protection (Bankr. W.D. Mo. Case
No. 02-50557) on May 31, 2002 before the Honorable Jerry W.
Venters. The Debtors were represented by lawyers at Bryan Cave
LLP. When the Debtors filed for chapter 11 protection, they listed
total assets of $2.7 billion and total debts of $1.9 billion.
During the Chapter 11 case, the Company sold its businesses,
including its pork production and processing business to
Virginia-based Smithfield Foods $367.4 million in cash and other
consideration. The Bankruptcy Court confirmed the Second Amended
Joint Plan of Reorganization filed by Farmland Industries, Inc.,
and its debtor-affiliates, and that plan was effective on May 1,
2004.
FINANCE OF AMERICA: Launches Exchange Offer for 2025 Senior Notes
-----------------------------------------------------------------
Finance of America Companies Inc. announced the commencement by its
subsidiary Finance of America Funding LLC of (i) an exchange offer
for any and all of FOA Funding's outstanding 7.875% Senior Notes
due 2025 for:
(a) up to $200 million aggregate principal amount of 7.875%
Senior Secured Notes due 2026,
(b) up to $150.0 million aggregate principal amount of 10.000%
Exchangeable Senior Secured Notes due 2029, and
(c) a cash fee equal to 0.25% of the aggregate principal
amount of outstanding 2025 Unsecured Notes that are exchanged in
the Exchange Offer; and (ii) a consent solicitation to holders of
the 2025 Unsecured Notes in connection with the Exchange Offer.
Holders representing at least 94% of the aggregate outstanding
principal amount of the 2025 Unsecured Notes have agreed pursuant
to the terms of an exchange offer support agreement dated June 24,
2024 (as amended on September 17, 2024), or otherwise communicated
their intent to participate in the Exchange Offer and deliver their
consents in the Consent Solicitation.
Simpson Thacher & Bartlett LLP served as counsel and Houlihan Lokey
Capital, Inc. served as financial advisor to the Company and its
subsidiaries. Sidley Austin LLP served as counsel to the ad hoc
group of holders of 2025 Unsecured Notes.
About the Exchange Offer
Subject to the terms and conditions of the Exchange Offer and the
Consent Solicitation, eligible holders of 2025 Unsecured Notes will
receive (i) for each $1,000 principal amount of 2025 Unsecured
Notes validly tendered at or prior to the Expiration Time and
accepted for exchange in the Exchange Offer, $1,000.00 principal
amount of New Secured Notes, consisting of New Senior Secured Notes
and New Exchangeable Notes and (ii) cash consideration equal to
$2.50 per $1,000 principal amount of outstanding 2025 Unsecured
Notes tendered.
The Exchange Offer and the Consent Solicitation will expire at 5:00
p.m., New York City time, on October 25, 2024, unless extended by
FOA Funding in its sole discretion. FOA Funding will exchange any
2025 Unsecured Notes pursuant to the Exchange Offer that have been
validly tendered at or prior to the Expiration Time and that are
accepted for exchange, subject to all conditions to the Exchange
Offer and the Consent Solicitation having been either satisfied or
waived by FOA Funding, within five business days following the
Expiration Time or as promptly as practicable thereafter. There are
no withdrawal or revocation rights in connection with the Exchange
Offer and Consent Solicitation.
FOA Funding will not receive any cash proceeds from the issuance of
the New Secured Notes in exchange for the 2025 Unsecured Notes. The
2025 Unsecured Notes that are validly tendered and accepted for
exchange in the Exchange Offer will be retired and cancelled.
The Exchange Offer and the Consent Solicitation are conditioned
upon the satisfaction or waiver of the conditions set forth in the
Exchange Offer Memorandum and Consent Solicitation Statement dated
September 17, 2024. Such conditions include, among other things,
receipt of the Requisite Consents. FOA Funding reserves the right,
in its sole discretion, subject to applicable law, (i) to waive any
and all conditions of the Exchange Offer or the Consent
Solicitation at or prior to the Expiration Time with respect to the
Exchange Offer or the Consent Solicitation and (ii) to individually
amend, extend, terminate or withdraw each of the Exchange Offer and
the Consent Solicitation, subject to certain conditions, at any
time and without amending, extending, terminating or withdrawing
the other.
FOA Funding is making the Exchange Offer and the Consent
Solicitation only to eligible holders of the 2025 Unsecured Notes
through, and pursuant to, the terms of the Exchange Offer
Memorandum. None of
FOA Funding, the trustee of the 2025 Unsecured Notes, the trustee
with respect to the New Secured Notes, the Exchange Agent and
Information Agent or any affiliate of any of them, makes any
recommendation as to whether eligible holders of 2025 Unsecured
Notes should exchange their 2025 Unsecured Notes for New Secured
Notes and deliver consents in the Consent Solicitation, and no one
has been authorized by any of them to make such a recommendation.
Eligible holders of 2025 Unsecured Notes should read carefully the
Exchange Offer Memorandum before making a decision to participate
in the Exchange Offer and the Consent Solicitation. In addition,
eligible holders of 2025 Unsecured Notes must make their own
decisions as to whether to tender their 2025 Unsecured Notes in the
Exchange Offer and provide the consent in the related Consent
Solicitation.
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at:
https://tinyurl.com/38njt4yx
About Finance of America
Plano, Texas-based Finance of America Companies Inc. is a financial
services holding company. Through its operating subsidiaries, it
operates as a modern retirement solutions platform, providing
customers with access to an innovative range of retirement
offerings centered on the home. In addition, Finance of America
offers capital markets and portfolio management capabilities to
optimize distribution to investors.
For the full year 2023, Finance of America Companies reported a net
loss of $218.16 million, compared to a net loss of $715.53 million
in 2022.
As reported by the Troubled Company Reporter on October 20, 2023,
Fitch Ratings downgraded the Long-Term Issuer Default Ratings
(IDRs) of Finance of America Companies Inc. and its subsidiaries,
Finance of America Equity Capital LLC and Finance of America
Funding LLC, to 'CCC+' from 'B-'. Fitch also downgraded Finance of
America Funding LLC's senior unsecured debt rating to 'CCC-'/'RR6'
from 'CCC+'/'RR5'. The Rating Outlook remains Negative. The rating
actions were part of a periodic peer review of non-bank mortgage
companies, comprising six publicly rated firms.
The rating downgrade reflects the operating losses and resulting
erosion of tangible equity Finance of America has experienced over
the past year, leading to continued covenant breaches which may
restrict the Company's ability to extend debt maturities and secure
future funding. High interest rates and borrower affordability
challenges have reduced origination volumes. Additionally, widening
credit spreads have resulted in significant negative fair value
adjustments to Finance of America's assets. Tangible equity has
decreased to negative $5 million at 2Q23, down from $288 million in
2Q22 and $480 million at YE21.
The Negative Outlook reflects Fitch's expectation that Finance of
America's profitability will remain weak, making it challenging to
rebuild tangible capital levels over the Outlook horizon.
Additionally, Fitch believes there is execution risk regarding the
integration of American Advisors Group (AAG) and the restructuring
of Finance of America's continuing business segments, which could
impact its long-term franchise and market position.
FIRST BRANDS: Term Loan Add-on No Impact on Moody's 'B2' CFR
------------------------------------------------------------
Moody's Ratings said that First Brands Group, LLC's ratings,
including its B1 senior secured first lien term loan rating and B2
corporate family rating, are unchanged following the announcement
of the company's proposed first lien term loan add-ons. The outlook
is stable.
First Brands' is seeking to raise incremental add-ons of $150
million and to EUR100 million to be fungible with existing tranches
of first lien debt due March 2027. Similar to prior debt raises,
Moody's expect First Brands to use the incremental term loans to
opportunistically pursue acquisitions and support organic growth
investments. The added debt would bring First Brands total funded
debt to about $5.5 billion, with over $2 billion of that being
raised in the past two years.
Inclusive of the proposed add-ons, Moody's estimate pro forma
debt/LTM EBITDA to be above 4.5x as of June 30, 2024. The pro forma
leverage calculation includes various adjustments, but does not
give credit for restructuring charges or unrealized cost savings to
First Brands' earnings. Further, the company's interest coverage
(EBITA to interest expense) is expected to remain below 2x given
the company's high debt balance.
First Brands maintains good liquidity supported by a robust cash
position in excess of $1 billion. The company maintains this
liquidity to quickly and actively bid on acquisitions.
Historically, many acquisitions have been of underperforming assets
for which First Brands undertakes significant cost savings to
improve profitability. First Brands has a consistent track record
implementing this acquisition strategy, but Moody's believe
integrations risks exist as the company expands its product and
geographic scope, particularly in Europe and Asia. Ongoing
restructuring charges combined with significant interest expense
and working capital investments are expected to weigh on First
Brands free cash flow in 2024. As such, Moody's expect free cash
flow to only be moderately positive despite the company's high
profitability margin.
First Brands Group, LLC, headquartered in Cleveland, OH, is a
leading manufacturer and distributor of primarily aftermarket
component parts for the automotive and other industrial equipment
markets. The company's products include wipers, air and oil
filters, water and fuel pumps, brake drums and rotors, spark plugs,
towing and trailering equipment and gas springs.
FISKER INC: Chapter 11 Bankruptcy Exit Plan Faces Resistance
------------------------------------------------------------
Alex Wittenberg of Law360 Bankruptcy Authority reports that
electric-car manufacturer Fisker Inc. met strong resistance
Wednesday, October 9, 2024, as it argued for confirmation of its
plan to liquidate through bankruptcy, with two federal agencies and
a buyer of the company's vehicles voicing objections to its Chapter
11 proposal during a hearing in Delaware's bankruptcy court.
About Fisker Inc.
California-based Fisker Inc. is revolutionizing the automotive
industry by designing and developing individual mobility in
alignment with nature. Passionately driven by a vision of a clean
future for all, the company is on a mission to create the world's
most sustainable and emotional electric vehicles.
Fisker Inc. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del.) on June 17, 2024. In its petition, the Debtor
reports between $500 million and $1 billion of assets, and between
$100 million and $500 million of liabilities.
Fisker is represented by Davis Polk & Wardwell LLP and Morris,
Nichols, Arsht & Tunnell LLP as legal advisors and Huron Consulting
Group as restructuring advisor.
FISKER INC: Leaves Orange County Headquarters After Ch. 11 Filing
-----------------------------------------------------------------
David Chien of Notebook Check reports that Fisker has inexplicably
abandoned its Orange County headquarters. The company filed for
Chapter 11 bankruptcy earlier this year as EV sales momentum in
America continues to slow. Owners can assume they are left holding
the bag for any issues with their vehicles.
Fisker has inexplicably abandoned its Orange County headquarters,
leaving a complete mess which will take thousands of dollars to
clean up. The company filed for Chapter 11 bankruptcy earlier this
year as EV adoption momentum in America continues to slow. The
courts typically oversee reorganization of companies and debts
under Chapter 11 bankruptcy so that a failed company can recover.
Unfortunately, this does not appear to be the case with Fisker.
According to an October 4th filing with the US Bankruptcy Court for
the District of Delaware by property owner Shamrock Properties II,
LLC, the company's owners and staff cannot be reached after the
property was returned to Shamrock on September 27 in disarray.
Toxic waste material, overturned desks, and abandoned property
remain strewn across the former headquarters.
Apparently, a company called Heritage Global Partners had purchased
some of Fisker's assets and notified Shamrock around September 12
that they had done so. The sudden departure of all of Fisker's
owners and staff from the building before the end of the month
raises the question of who is responsible for the waste left behind
- Fisker or HGP. Shamrock has been unable to contact either for a
definitive answer as to who will clean up the mess.
Fisker filed for Chapter 11 bankruptcy earlier this year because EV
sales momentum in America has continued to slow due to declining EV
interest among car buyers. At that time, there was hope that Fisker
EV owners could continue to access parts and repairs from the
company while it reorganized. With the abandonment of the Fisker
headquarters, owners can assume they are left holding the bag for
any issues with their vehicles. Those stuck with a broken Fisker
can always get around town with a much cheaper self-balancing
Segway.
About Fisker Inc.
California-based Fisker Inc. is revolutionizing the automotive
industry by designing and developing individual mobility in
alignment with nature. Passionately driven by a vision of a clean
future for all, the company is on a mission to create the world's
most sustainable and emotional electric vehicles.
Fisker Inc. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del.) on June 17, 2024. In its petition, the Debtor
reports between $500 million and $1 billion of assets, and between
$100 million and $500 million of liabilities.
Fisker is represented by Davis Polk & Wardwell LLP and Morris,
Nichols, Arsht & Tunnell LLP as legal advisors and Huron Consulting
Group as restructuring advisor.
FORGE FLIGHTWORKS: Taps Dunham Hildebrand Payne Waldron as Counsel
------------------------------------------------------------------
Forge Flightworks, Inc. seeks approval from the U.S. Bankruptcy
Court for the Middle District of Tennessee to employ Dunham
Hildebrand Payne Waldron, PLLC as legal counsel.
The firm will render these services:
(a) advise the Debtor with respect to its rights, powers and
duties in the management of its property;
(b) investigate and, if necessary, institute legal action on
behalf of the Debtor to collect and recover assets of the estate;
(c) prepare all necessary pleadings, orders and reports with
respect to this proceeding and render all other necessary or proper
legal services;
(d) assist and counsel the Debtor in the preparation,
presentation and confirmation of its plan of reorganization;
(e) represent the Debtor as may be necessary to protect its
interests; and
(f) perform all other legal services that may be necessary and
appropriate in the general administration of the Debtor's estate.
The firm's counsel and staff will be paid at these hourly rates:
Attorneys $550
Paralegals $225
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer of 26,738 from Abe Gaskins, one of the
proposed Debtor-In-Possession (DIP) lenders.
` `
Henry Hildebrand, Esq., an attorney at Dunham Hildebrand Payne
Waldron, 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:
Henry E. Hildebrand IV, Esq.
Dunham Hildebrand Payne Waldron, PLLC
9020 Overlook Boulevard, Suite 316
Brentwood, TN 37027
Telephone: (615) 933-5851
Email: ned@dhnashville.com
About Forge Flightworks Inc.
Forge Flightworks Inc. -- https://www.forgeflightworks.com --
operates as a avionics service centre. The Company installs,
maintains, and repairs avionics systems, interiors, engines, and
airframe systems for general aviation aircraft, business jets, twin
turboprops, and single-engine piston airplanes. Forge Flightworks
serves in the State of Tennessee.
Forge Flightworks Inc. sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No.
24-03831) on October 4, 2024. In the petition filed by Van Mark
Lee, CEO, the Debtor disclosed estimated assets between $500,000
and $1 million and estimated liabilities between $1 million and $10
million.
Judge Nancy B. King oversees the case.
Dunham Hildebrand Payne Waldron, PLLC serves as the Debtor's
counsel.
FTX TRADING: Customer Sues Olympus for Bankruptcy Gains Cheating
----------------------------------------------------------------
Robert Burnson of Bloomberg News reports that an FTX customer sued
the hedge fund that bought his claim in the bankrupt cryptocurrency
exchange, claiming that Olympus Peak underpaid him while it stands
to make more than $1 million from their deal.
Nikolas Gierczyk of California says Olympus Peak owes him a bigger
payout after he sold his $1.59 million claim last year to the hedge
fund at a "substantial 42% discount" and FTX this year won approval
of a bankruptcy reorganization plan that is expected to repay
customers from 129% to as much as 146%.
About FTX Trading Ltd.
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell
itself to its giant rival Binance, but Binance walked away from the
deal amid reports on FTX regarding mishandled customer funds and
alleged US agency investigations.
At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step
aside, and restructuring vet John J. Ray III was quickly named new
CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
million in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year. According to Reuters, SBF
shared a document with investors on Nov. 10 showing FTX had $13.86
billion in liabilities and $14.6 billion in assets. However, only
$900 million of those assets were liquid, leading to the cash
crunch that ended with the company filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims
agent, maintaining the page
https://cases.ra.kroll.com/FTX/Home-Index
The official committee of unsecured creditors tapped Paul Hastings
as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as
Delaware and conflicts counsel; FTI Consulting, Inc. as financial
advisor; and Jefferies, LLC as investment banker.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases.
White-collar crime specialist Mark S. Cohen has reportedly been
hired to represent SBF in litigation. Lawyers at Paul Weiss
previously represented SBF but later renounced representing the
entrepreneur due to a conflict of interest.
FULCRUM BIOENERGY: Gets Okay Court Approval for $5Mil. DIP Loan
---------------------------------------------------------------
Ben Zigterman of Law360 Bankruptcy Authority reports that
trash-to-gas innovator Fulcrum BioEnergy Inc. received final
approval Wednesday, October 9, 2024, from a Delaware bankruptcy
judge for a $5 million debtor-in-possession loan from Las
Vegas-based data center operator Switch Ltd., which also plans to
make a $15 million stalking-horse bid for the renewable aviation
fuel maker's assets.
About Fulcrum Bioenergy
Fulcrum Bioenergy Inc. operates as a clean energy company described
as a pioneer in sustainable aviation fuel (SAF) production.
Fulcrum Bioenergy Inc. and its affiliates sought relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
24-12008) on Sept. 9, 2024. In the petition filed by Mark J. Smith,
as chief restructuring officer, the Debtor reports estimated assets
up to $50,000 and estimated liabilities between $100 million and
$500 million.
The Honorable Bankruptcy Judge Thomas M. Horan handles the case.
The Debtors tapped MORRIS, NICHOLS, ARSHT & TUNNELL LLP as counsel;
and DEVELOPMENT SPECIALISTS, INC., as investment banker. KURTZMAN
CARSON CONSULTANTS, LLC, d/b/a VERITA GLOBAL, is the claims agent.
FUNDIMENSION LLC: Kicks Off Chapter 11 Bankruptcy Process
---------------------------------------------------------
FunDimension LLC filed Chapter 11 protection in the Southern
District of Florida. According to court filing, the Debtor reports
$1,773,782 in debt owed to 1 and 49 creditors. The petition states
funds will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
November 6, 2024 at 1:30 p.m. in Room Telephonically.
About FunDimension LLC
FunDimension LLC offers a wide range of attractions including
arcade games, laser tag, bumper cars, duckpin bowling, rock
climbing, virtual reality, and an e-gaming.
FunDimension LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-20351) on October 4,
2024. In the petition filed by Joyce Alarcon-Frohman, as managing
partner, the Debtor reports total assets of $514,619 and total
liabilities of $1,773,782.
Honorable Bankruptcy Judge Corali Lopez-Castro oversees the case.
The Debtor is represented by:
Chad Van Horn, Esq.
VAN HORN LAW GROUP, P.A.
500 NE 4th Street, Suite 200
Fort Lauderdale, FL 33301
Tel: (954) 765-3166
Email: chad@cvhlawgroup.com
FUTURE LEGENDS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Future Legends 5, LLC
4558 Sherman Oaks Ave.
Sherman Oaks, CA 91403
Business Description: Future Legends 5 is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: October 14, 2024
Court: United States Bankruptcy Court
District of Nevada
Case No.: 24-51031
Judge: Hon. Hilary L Barnes
Debtor's Counsel: Brett A. Axelrod, Esq.
FOX ROTHSCHILD LLP
1980 Festival Plaza Drive
Suite 70
Las Vegas, NV 89135
Tel: (702) 262-6899
Email: baxelrod@foxrothschild.com
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Jeff Katofsky as managing member.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/XAPCWFI/FUTURE_LEGENDS_5_LLC__nvbke-24-51031__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Air Comfort Vendor $20,000
150 Rome Court
Fort Collins, CO 80524
2. Brightview Landscape Mechanic's Lien $312,000
Development
3. Checkmark Cleaning Cleaning Service $40,000
1730 Ticoderoga Drive
Fort Collins, CO 80525
4. Comcast Internet Service $20,000
PO Box 60533
City of Industry, CA
91716-0533
5. Equipment Share Liens $45,099
15427 E Fremont Dr.
Englewood, CO 80112
6. Front Range Fire Fire $15,000
Protection Protection
246 Barberry Place Services
Loveland, CO 80537
7. Galloway & Lien $409,347
Company, Inc.
5500 Greenwood
Plaza Blvd., Suite 200
Englewood, CO 80111
8. Gregory Electric LLC Electric Service $15,000
3317 N Lincoln Ave.
Loveland, CO 8053
9. Harmony Suites dba Litigation $76,000
Cambria Suites
10. High Plains Steel Lien $16,613
Services, LLC
2055 Howard Smith
Ave E
Windsor, CO 80550
11. Jaco General Liens $3,607,377
Contractor, Inc.
1900 W Littleton Blvd.
Littleton, CO 80120
12. Kone Elevators Vendor $40,000
One Kone Court
Moline, IL 61265
13. Nebulousity Software Vendor $300,000
493 W Viento Street
Tracy, CA 95391
14. Pinnacle Electric Lien $4,000,000
33801 County Rd. 19
Windsor, CO 80550
15. Ram Waste #642 Waster Services $35,000
PO Box 7428
Pasadena, CA
91109-7425
16. Sports Court of the Floor Repair $450,000
Rockies Service
3395 Carder Court,
Unit C-300
Littleton, CO 80126
17. Sunbelt Rentals, Inc. Lien $139,991
13109 Canam Hwy.,
US-85
Littleton, CO 80125
18. Town of Windsor Waste and $76,000
PO Box 837 Sewer
Gretna, NE Services
68028-0837
19. Unique Funding Vendor $775,000
Solutions LLC
1915 Hollywood
Blvd, Suite 200A
Hollywood, FL 33020
20. Xcel Energy Utility Service $80,000
PO Box 660553
Dallas, TX
75266-0553
G-FORCE POWERSPORTS: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: G-Force Powersports, Inc.
15 Jonathan Drive
Taylors, SC 29687
Business Description: The Debtor is a merchant wholesaler of motor
vehicle and motor vehicle parts and
supplies.
Chapter 11 Petition Date: October 14, 2024
Court: United States Bankruptcy Court
District of South Carolina
Case No.: 24-03718
Debtor's Counsel: Robert Pohl, Esq.
POHL BANKRUPTCY, LLC
8 West McBee Avenue
Suite 215
Greenville, SC 29601
Tel: 864-361-4827
Fax: 864-558-5291
E-mail: Robert@PohlPA.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Gary Fallon as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/IFQE4PI/G-Force_Powersports_Inc__scbke-24-03718__0001.0.pdf?mcid=tGE4TAMA
GAMESTOP CORP: Completes $400-Mil. ATM Equity Offering Program
--------------------------------------------------------------
GameStop Corp. announced that it has completed its previously
disclosed "at-the-market" equity offering program.
GameStop disclosed on September 10, 2024, that it filed a
prospectus supplement with the U.S Securities and Exchange
Commission to offer and sell up to a maximum amount of 20,000,000
shares of its common stock from time to time through the ATM
Program. The Company sold the maximum number of shares registered
under the ATM Program for aggregate gross proceeds (before
commissions and offering expenses) of approximately $400 million.
GameStop intends to use the net proceeds from the ATM Program for
general corporate purposes, which may include acquisitions and
investments.
About GameStop
Grapevine, Texas-based GameStop Corp. is a specialty retailer
offering games and entertainment products through its E-Commerce
platforms and thousands of stores.
GameStop reported a net loss of $313.1 million for the fiscal year
ended Jan. 28, 2023, a net loss of $381.3 million for the fiscal
year ended Jan. 29, 2022, a net loss of $215.3 million in 2020, a
net loss of $470.9 million in 2019, and a net loss of $673 million
in 2018. As of July 29, 2023, the Company had $2.80 billion in
total assets, $1.53 billion in total liabilities, and $1.26 billion
in total stockholders' equity.
* * *
Egan-Jones Ratings Company, on January 2, 2024, maintained its 'CC'
foreign currency and local currency senior unsecured ratings on
debt issued by GameStop Corporation.
GREAT EASTERN: Gulfmark Loses Bid to Transfer Venue of Marisco Suit
-------------------------------------------------------------------
Judge Jill A. Otake of the United States District Court for the
District of Hawaii denied Gulfmark Americas, Inc.'s motion to
transfer venue of the case captioned as MARISCO, LTD., Plaintiff,
vs. M/V HERCULES, et al., Defendants, CIVIL NO. 23-00239 JAO-WRP
(D. Haw.), to the United States District Court for the Southern
District of Florida.
Between March and May of 2023, Plaintiff Marisco, Ltd. performed
repair work on the Vessel. Most of the work was performed at
Plaintiff's facility in Kapolei pursuant to a Ship Repair Contract
with Defendant Great Eastern Group, Inc., who was operating,
managing, chartering, or controlling the Vessel at that time.
Plaintiff performed some of the work before Plaintiff and GEG
entered into that agreement, although still at GEG's request, and
while the Vessel was berthed at Pearl Harbor.
Gulfmark Americas, Inc. owns the Vessel and, according to
Plaintiff, was monitoring the status and condition of the Vessel at
the time Plaintiff was repairing it.
Plaintiff contends that neither GEG nor GulfMark has paid it for
all the services and materials it provided for the benefit of the
Vessel. In total, Plaintiff claims it is owed $572,154.57
(excluding interest and costs). To recover that amount, Plaintiff
filed this action in June 2023, bringing two breach of contract
claims against GEG and asserting a maritime lien claim against the
Vessel.
Plaintiff eventually moved to amend its initial Complaint to add
two claims against GulfMark, in personam, for unjust enrichment and
quantum meruit, based on the theory that Plaintiff bestowed a
benefit on GulfMark by repairing its Vessel, which GulfMark has
improperly retained without compensating Plaintiff GulfMark opposed
the motion to amend. Before Magistrate Judge Porter could rule on
that motion, GulfMark filed a notice indicating that GEG had filed
a Chapter 11 bankruptcy petition in the United States Bankruptcy
Court for the Southern District of Florida, and so asked the Court
to stay this action. At Judge Porter's direction, the parties
filed various position statements on what claims in this action
were subject to the automatic bankruptcy stay. In the meantime,
GulfMark also filed the Motion presently before the Court, seeking
to transfer this action to the United States District Court for the
Southern District of Florida, based on GEG's now-pending bankruptcy
action in that District.
Gulfmark asks the Court to transfer this case to the United States
District Court for the Southern District of Florida under 28 U.S.C.
Sec. 1404(a) because GEG's bankruptcy proceeding is now pending in
that District.
Plaintiff, a Hawai'i corporation with its principal place of
business here, is a citizen of Hawai'i in this case. The claims in
this action also arise out of work Plaintiff performed in Hawai'i
for GulfMark's Vessel while it was in Hawai'i, pursuant to
contracts it negotiated with GEG while in Hawai'i, which is also
where it was when communicating with GulfMark after that work was
complete. Plaintiff's choice of forum in Hawai'i is thus afforded
deference, and GulfMark must make a strong showing to convince the
Court it should override that choice. A review of the other Jones
factors leads the Court to conclude GulfMark has not met that
burden in this case.
The Court points out GulfMark's motion makes no mention of any
relevant agreements. In opposing transfer, Plaintiff notes that
this factor may have minimal weight when considering the maritime
lien claim and claims against GulfMark, but this would still not
mean it weighs in favor of transferring this case. GulfMark does
not respond to this argument in its reply. The Court agrees that,
based on the foregoing, this factor does not weigh in favor of
sending this action to the Southern District of Florida -- whose
only connection to the active claims is the fact that GEG is a
Florida corporation with its principal place of business in Fort
Lauderdale.
Plaintiff argues that its contacts with the forum and relating to
the active claims weigh in favor of keeping the case in Hawai'i.
Plaintiff notes that the only connection between the parties, these
claims, and Florida is the fact that GEG was incorporated and based
there.
GulfMark does not respond to this argument or offer any argument of
its own as to how these factors impact the analysis under Sec.
1404(a). The Court agrees that neither factor supports sending this
case to Florida.
GulfMark mostly suggests that the bankruptcy proceeding in Florida
is the compelling reason why this case should also be heard there.
In its Motion, GulfMark notes that both it and Plaintiff are
creditors of GEG, that Plaintiff's claims (and any potential
crossclaims GulfMark files against GEG) must proceed in the
bankruptcy action, and that maintaining the action here would
result in them both "having to litigate the same claims against GEG
in two separate forums." GulfMark also contends that, whereas GEG
could not participate in discovery in this action if it remains
here, the bankruptcy court would have subpoena power over GEG
representatives, and "transfer of this action to the Southern
District of Florida would allow the parties to take depositions.
The Court is also not convinced that GulfMark's contention that
discovery cannot proceed in this action somehow weighs in favor of
transferring this case to Florida.
The Court finds GulfMark has not sufficiently explained why
discovery between the related actions can only be coordinated if
this action is pending in Florida.
A copy of the Court's decision is available at
https://urlcurt.com/u?l=kQaRsk
About Great Eastern Group
Great Eastern Group Inc. provides engineering services. The Company
specializes in submarine telecommunications, marine, environmental,
and alternative energy engineering services. Great Eastern Group
serves government and commercial sectors in the States of Florida,
Rhode Island, Washington, and Virginia.
Great Eastern Group Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-15582) on June 4,
2024. In the petition signed by Virginia J. Hoffman, as president,
the Debtor reports total assets of $1,587,987 and total liabilities
of $13,552,66.
The Honorable Bankruptcy Judge Scott M. Grossman oversees the
case.
The Debtor is represented by:
Brett Lieberman, Esq.
EDELBOIM LIEBERMAN PLLC
2875 NE 191st St.
Penthouse One
Miami, FL 33180
Tel: 305-768-9909
E-mail: brett@elrolaw.com
GREEN OUTDOOR: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Green Outdoor Services LLC
185 Davis Rd
Atkins, AR 72823
Chapter 11 Petition Date: October 15, 2024
Court: United States Bankruptcy Court
Eastern District of Arkansas
Case No.: 24-13358
Judge: Hon. Phyllis M Jones
Debtor's Counsel: William F. Godbold IV, Esq.
NATURAL STATE LAW PLLC
8201 Ranch Blvd., Ste. B-1
Little Rock, AR 72223
Tel: (501) 916-2878
Fax: (855) 415-8951
E-mail: william.godbold@natstatelaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Thomas B. Green as authorized
representative of the 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/RY4EIZQ/Green_Outdoor_Services_LLC__arebke-24-13358__0001.0.pdf?mcid=tGE4TAMA
GREENUP INDUSTRIES: Robison's $18,691.96 Unsecured Claim Disallowed
-------------------------------------------------------------------
Judge Meredith S. Grabill of the United States Bankruptcy Court for
the Eastern District of Louisiana sustained in part and overruled
in part Greenup Industries LLC's Objection to the Proof of Claim of
Jon Michael Robison (No. 13). Claim No. 13 is disallowed as a
priority unsecured claim under 11 U.S.C. Sec. 507(a)(4), but is
allowed as a general unsecured claim in the amount of $2,374.72.
The Debtor's objection to Robison's proof of claim sufficiently
rebutted the presumption of the claim's facial validity. Therefore,
the burden of proof at trial shifted to Robison to demonstrate the
amount of his claim and that his claim is entitled to priority
status under 11 U.S.C. Sec. 507(a)(4).
The Debtor, a construction management/consultant company working in
the hurricane protection/damage mitigation space, filed a Chapter
11 bankruptcy petition on December 20, 2023. Robison, a former
project manager for the Debtor, timely filed Proof of Claim No. 13,
asserting a priority unsecured claim for $18,691.96, checking the
box for "[w]ages, salaries, or commissions (up to $13,650) earned
within 180 days before the bankruptcy petition is filed" under 11
U.S.C. Sec. 507(a)(4), seeking to recoup amounts allegedly owed
under the company's 2023 bonus program.
The Debtor employed Robison as a project manager from June 1, 2018,
until August 25, 2023.
Only two of the Debtor's projects generated accounts receivable
over $1 million in 2023: the Geismar Project and the Norco/Mobile
Project.
The Court finds that seventeen invoices, totaling $1,315,544.48,
were paid in 2023 for the Geismar project.
Based on the accounts receivable associated with the Geismar
project that the Debtor actually collected in 2023, the Court finds
that Robison earned a bonus of $1,577.72.
The Court finds that Robison earned a total bonus of $2,374.72
based on accounts receivable associated with the Geismar and Norco
projects that were actually collected by the Debtor in 2023.
The Court finds that eighty (80) invoices, totaling $1,159,400.10
were paid in 2023 for the Norco site.
Based on the accounts receivable associated with the Geismar
project that the Debtor actually collected in 2023, the Court finds
that Robison earned a bonus of $797.00.
The Court notes to qualify as a priority unsecured claim under 11
U.S.C. Sec. 507(a)(4), the "wages, salaries, and commissions" must
be "earned within 180 days before the bankruptcy petition is
filed." Given that the Debtor filed for bankruptcy protection on
December 20, 2023, any bonus that Robison is entitled to must have
been earned after June 23, 2023 to qualify for priority
distribution status in the Debtor's bankruptcy case.
All of the accounts receivable on the Geismar and Norco projects
that would have been used to calculate Robison's bonus were paid to
the Debtor before June 23, 2023; therefore, the bonus of $2,374.72
is not entitled to priority distribution status under Sec.
507(a)(4), the Court concludes. The Court finds that Robison's
claim for wages, salaries, and commissions did not accrue within
180 days of the Debtor's bankruptcy filing. Therefore, Robison's
claim is not allowable as a priority unsecured claim under Sec.
507(a)(4); however, Robison is allowed a general unsecured claim in
the amount of $2,374.72, the Court holds.
A copy of the Court's decision dated October 8, 2024, is available
at https://urlcurt.com/u?l=fBH0oe
About Greenup Industries, LLC
Greenup Industries, LLC is a provider of specialized services and
procurement support to a diverse clientele, including the oil and
gas, construction, telecommunication, and other industries, as well
as city, parish, state, and federal governments. The company is
based in Kenner, La.
Greenup Industries sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. La. Case No. 23-12179) on
December 20, 2023, with $100,000 to $500,000 in assets and $1
million to $10 million in liabilities. Rodney D. Greenup, Jr.,
president and sole member, signed the petition.
Judge Meredith S. Grabill oversees the case.
Michael E. Landis, Esq., at Heller, Draper & Horn, LLC represents
the Debtor as legal counsel.
GUNNISON VALLEY: Gets OK to Hire Bluebird Real Estate as Broker
---------------------------------------------------------------
Gunnison Valley Properties, LLC received approval from the U.S.
Bankruptcy Court for the District of Coloroda to employ Bluebird
Real Estate as its broker.
The Debtor needs a real estate broker to market and sell its
600-acre of land located in Gunnison, Colorado and a ranch located
at 43110 U.S. Highway 50 Gunnison, Colorado.
In the event of a sale of the property and the ranch, the firm will
receive a commission of 5 percent and 6 percent of the gross
purchase price, respectively, to be split equally between the firm
and a buyer's agent, inclusive of out-of-pocket expenses.
Brian Cooper, a broker at Bluebird Real Estate, 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:
Brian Cooper
Bluebird Real Estate
211 Elk Avenue
P.O. Box 1788
Crested Butte, CO 81224
Telephone: (970) 349-6691
About Gunnison Valley Properties
Gunnison Valley Properties LLC in Louisville, Colo., sought relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No.
24-15052) on Aug. 28, 2024, listing $50 million to $100 million in
assets and $10 million to $50 million in liabilities. Byron
Chrisman, manager, signed the petition.
Judge Joseph G. Rosania Jr. oversees the case.
Onsager | Fletcher | Johnson | Palmer LLC serves as the Debtor's
legal counsel.
HAILYN INVESTMENTS: To Sell Duson Property to Steven Layman
-----------------------------------------------------------
Hailyn Investments 2 LLC seeks permission from the U.S. Bankruptcy
Court for the Western District of Louisiana, Lafayette Division, to
sell property to Steven L. Layman and Jeanette B. Layman for
$475,000.
The Debtor's house and land property is located at 1104 Hanks Road,
Duson, Louisiana. The Laymans will be paying all cash and will not
require financing.
The Debtor proposes that approximately $277,555.98 of the sale
proceeds will be used to pay the secured claim of Evangeline Bank
in full, which is the sole creditor of the Property.
The Buyer is a third-party buyer who is unrelated to the Debtor or
its owner. The Debtor believes the Laymans are a "good faith"
purchaser within the meaning of Section 363(m) of the Bankruptcy
Code.
A hearing on the request is scheduled for October 22, 2024, at 2:30
p.m. at Courtroom Five, Lafayette.
About Hailey Investment 2 LLC
Hailyn Investments 2, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. W.D. La. Case No. 24-50768) on Sept. 5, 2024, before Judge
John W. Kolwe, listing between $100,001 and $500,000 in estimated
assets and liabilities.
The Debtor tapped Tom St. Germain, Esq., at Weinstein & St.
Germain, LLC as counsel.
HALL OF FAME: Unit Enters Amended License Agreement With PFHOF
--------------------------------------------------------------
Hall of Fame Resort & Entertainment Company disclosed in a Form 8-K
Report filed with the U.S. Securities and Exchange Commission that
HOF Village Newco, LLC, a wholly-owned subsidiary of Hall of Fame
Resort & Entertainment Company, and National Football Museum, Inc.,
doing business as the Pro Football Hall of Fame, entered into an
Amended and Restated Global License Agreement. The A&R Agreement
replaces the Global License Agreement the parties had previously
entered into on April 8, 2022.
The A&R Agreement sets forth the terms under which PFHOF licenses
certain marks and works to Newco to utilize existing PFHOF marks
and works in a HOFV proposed project. Newco's bona fide use of
PFHOF marks shall be in connection with the Village campus, youth
sports programs, e-gaming, and/or video games, and such other
fields of use that are not specifically set forth. Newco's use and
license rights of PFHOF marks and/or works vary based on the nature
of the proposed project and are subject to PFHOF's approval in each
instance. In connection with any proposed project approved by PFHOF
or use of any PFHOF work as approved by PFHOF, HOFV and PFHOF shall
mutually agree on the license fee and/or royalty to be paid to
PFHOF in connection therewith taking into consideration all
relevant factors and uses thereof. The previous Global License
Agreement required Newco to pay PFHOF an annual license fee of
$900,000 in the first contract year, inclusive of calendar years
2021 and 2022; an annual license fee of $600,000 in each of
contract years two through six; and an annual license fee of
$750,000 per year starting in contract year seven through the end
of the initial term. The A&R Agreement removes the requirement of
payment of an annual license fee moving forward and in exchange for
Newco executing the A&R Agreement, PFHOF has agreed to expressly
waive payment of the annual license fee of $600,000 for 2024, which
was invoiced in January and July. The A&R Agreement is effective
September 11, 2024, and shall terminate on December 31, 2024.
Thereafter, the A&R Agreement shall automatically renew for
successive 1-year terms, unless either party gives written notice
of intent not to renew at least 60 days prior to the expiration of
the then current term.
About Hall of Fame Resort
Hall of Fame Resort & Entertainment Co. is a resort and
entertainment company leveraging the power and popularity of
professional football and its legendary players in partnership with
the National Football Museum, Inc., doing business as the Pro
Football Hall of Fame. Headquartered in Canton, Ohio, the Company
owns the DoubleTree by Hilton located in downtown Canton and the
Hall of Fame Village, which is a multi-use sports, entertainment,
and media destination centered around the PFHOF's campus.
As of March 31, 2024, the Company had $439.6 million in total
assets and $326 million in total liabilities.
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. According to the Company, it has
sustained recurring losses through March 31, 2024, and its
accumulated deficit was $231.5 million as of that date. For the
three months ended March 31, 2024, the Company reported a net loss
of $14.6 million, compared to a net loss of $19.4 million for the
same period in 2023.
Since inception, the Company's operations have been funded
principally through the issuance of debt and equity. As of March
31, the Company had approximately $2.7 million of unrestricted cash
and $4.2 million of restricted cash. During the three months ended
March 31, it used cash for operating activities of $2.5 million.
The Company has approximately $90.6 million of debt coming due
through May 14, 2025.
On April 7, 2024, the Company entered into a formal omnibus
extension of certain debt instruments, effective March 31, 2024,
with CH Capital Lending, LLC, a Delaware limited liability company;
IRG, LLC, a Nevada limited liability company; JKP Financial, LLC, a
Delaware limited liability company; and Midwest Lender Fund, LLC, a
Delaware limited liability company. IRG and its affiliated lenders
agreed to extend the maturity of $51.6 million of principal of its
debt until March 31, 2025. On May 10, 2024, the Company amended its
waterpark ground lease to provide for a cure period resulting from
the Company not making a payment due in May 2024.
The Company expects it will need to raise additional financing to
accomplish its development plan and fund its working capital. The
Company is seeking to obtain additional funding through debt,
construction lending, and equity financing. There are no assurances
the Company will be able to raise capital on terms acceptable to
the Company or at all, or that cash flows generated from its
operations will be sufficient to meet its current operating costs.
If the Company is unable to obtain sufficient amounts of additional
capital, it may be required to reduce the scope of its planned
development, which could harm its financial condition and operating
results, or it may not be able to continue to fund its ongoing
operations.
HAMMOCK COMMUNITIES: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Hammock Communities,Inc d/b/a HC Builds
725 N. Ocean Shore Blvd
Flagler Beach, FL 32136
Chapter 11 Petition Date: October 15, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-03101
Judge: Hon. Jason A Burgess
Debtor's Counsel: Scott W. Spradley, Esq.
THE LAW OFFICES OF SCOTT W. SPRADLEY
P.O. Box 1
301 S. Central Avenue
Flagler Beach, FL 32136
Tel: 386-693-4935
E-mail: scott@flaglerbeachlaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Richard J. Smith as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/XC5QZUA/Hammock_CommunitiesInc_dba_HC__flmbke-24-03101__0001.0.pdf?mcid=tGE4TAMA
HAPISGAH OF FLUSHING: Gerard Luckman Named Subchapter V Trustee
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The U.S. Trustee for Region 2 appointed Gerard Luckman, Esq., at
Forchelli Deegan Terrana, LLP as Subchapter V trustee for Hapisgah
of Flushing, Inc.
Mr. Luckman will be paid an hourly fee of $695 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Luckman declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Gerard R. Luckman, Esq.
Forchelli Deegan Terrana, LLP
333 Earle Ovington Blvd., Suite 1010
Uniondale, NY 11553
Tel: (516) 812-6291
Email: gluckman@ForchelliLaw.com
About Hapisgah of Flushing
Hapisgah of Flushing Inc. owns and operates a restaurant in
Flushing, N.Y.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.Y. Case No. 24-43917) on September
20, 2024, with $1 million to $10 million in both assets and
liabilities. Moshe Lifshitz, authorized signatory, signed the
petition.
Judge Elizabeth S. Stong presides over the case.
Lawrence Morrison, Esq., at Morrison Tenenbaum, PLLC represents the
Debtor as legal counsel.
HDC HOLDINGS: Hits Chapter 11 Bankruptcy, Plans to Close Stores
---------------------------------------------------------------
Secondary market retail chain operator Channel Control Merchants,
HDC Holdings II LLC, on Thursday, October 10, 2024, filed for
Chapter 11 protection in Delaware bankruptcy court with more than
$76 million in debt and plans to close its 68 locations by the end
of the year.
Founded in 1954 and based in Hattiesburg, Mississippi, the Debtors
operate their retail store business through 68 facilities and
distribution centers in 8 states, which are primarily located in
suburban areas and in malls or shopping centers. The Debtors own
eight stores and warehouses and two distribution centers, which are
subject to the mortgages.
The Company was acquired by an investor group in 2004 and the
Company was sold in its entirety to KKR & Co, Inc. in 2015, with
existing equity retaining a minority stake. A group of private
investors, including Hilco Global and Behrens Investment Group
purchased the Company in May of 2023.
Wind Down of Business
The Debtors operate in an extremely competitive retail environment,
facing competition from other secondary merchandise retail stores
and mass-market discount retailers.
The Company has recently encountered multiple issues with its
foundational supplier, Target Brands, Inc. Over the past 18
months, Target has de-mixed its pallets, divesting its best returns
to B-Stock Solutions, Inc., a Company competitor. At the same
time, Target has been channeling a deteriorating mix of inventory
to the Debtors, while increasing the cost of its pallets. Given
Target's position as the Company's foundational supplier, the
Company lacked the necessary leverage to negotiate or otherwise
dispute these increased costs.
At the same time, the retail industry, in general, has struggled as
consumers have shifted away from brick-and-mortar stores to online
retail channels in recent years. Retail companies that have a
significant or exclusive brick-and-mortar presence, like the
Debtors, bear higher expenses than web-based retailers and are
heavily dependent on store traffic, which has decreased
significantly as consumers increasingly shop online. Other
macro-economic factors have further compounded the problems
plaguing retailers. For instance, changes in consumer spending
habits have necessitated many retailers to increase promotional
activities and discounting, leading to thinner profit margins.
Onerous brick-and-mortar lease terms and increased operating costs,
during a period of downturn in the retail sector and deep
discounting, have intensified retail losses.
Indeed, these macro-economic challenges have compelled numerous
national retailers to file chapter 11 cases in recent years,
including Big Lots, Conn’s, Rue21, Express, and The Body Shop,
among others. In addition to the shift away from traditional retail
stores, the filing of these Chapter 11 Cases was further
necessitated by challenges related to the Debtors’ growth
strategies initiated in the last decade and the COVID-19 pandemic,
in turn, causing mass shutdowns and abrupt changes in the retail
industry.
Jeffrey Martin, CRO of the Debtors, explains that the Company
evaluated the ability to maintain a smaller retail footprint but
determined, in its business judgment, that it would be unable to
produce a positive cash flow model under such a strategy after
taking into account warehouse, distribution, and general corporate
expenses, without factoring in unrealistically high sales
expectations. In addition, since the acquisition of the Company in
2023, the Company has absorbed significant wage and inflation costs
which have undermined the Debtors' ability to maintain
profitability. Moreover, in 2023 and 2024, the Company incurred
higher labor and freight costs, and higher costs of goods. At this
time, the Debtors are unable to balance out these heightened costs
through increased prices given the limited economic state of their
customer base and the nature of the Debtors' resale business,
ultimately resulting in a negative cash flow.
On July 19, 2024, the Company's working line of capital expired by
its terms. Notwithstanding efforts to refinance and restructure
their secured debt, due to the poor financial performance of the
Company, including significant losses and a cash burn of up to $1
million per week in recent months, in conjunction with the
Company's lack of a traditional perpetual inventory system, the
Company was unable to obtain this much needed financing without a
significant equity infusion. The Company has engaged with the
Pre-Petition ABL Agent on numerous occasions to keep a working line
of credit in place and also explored potential investments from
third parties. Unfortunately, the Company was only able to secure
additional liquidity in the amounts of: (i) a $15 million equity
infusion from Hilco Trading and (ii) the FILO Loan of $5 million.
With limited cash available, it was determined that the Company
would only be able to continue operations until the end of 2024
absent an additional liquidity infusion.
In this context, the Debtors began exploring restructuring
alternatives. In recent months, the Board considered numerous
potential ways to address the Debtors' debt structure and liquidity
issues, and ultimately determined that it was appropriate to wind
down the Debtors' brick-and-mortar operations prior to, and during,
these Chapter 11 Cases.
Store Closing Sales
Once it became clear that the Debtors would wind down their
brick-and-mortar operations on a chain-wide level and with Court
oversight, the Debtors determined to retain Hilco Merchant
Resources, LLC, an affiliate of the Debtors' primary equity holder,
to serve as asset disposition agent to handle the monetization of
the Debtors’ assets, including (i) merchandise located at the
retail locations and Distribution Centers, and (ii) furniture,
fixtures, and equipment owned by the Debtors.
In addition to the eight stores closed by Hilco in 2023 pursuant to
an agreement by and between the Debtors and Hilco dated January 30,
2023, the Debtors entered into an amendment to the Hilco Agreement
with Hilco on or about Oct. 1, 2024 to: (i) commence store closing
sales at all of their retail locations, distribution centers, and
Mississippi Headquarters, on or about October 4, 2024 and (ii) to
retain Hilco as agent to oversee and implement the Store Closing
Sales at these locations. The Store Closing Sales are anticipated
to conclude no later than Dec. 31, 2024. Notably, Hilco is not
receiving any fees for its services, and will only be entitled to
reasonable and documented expenses incurred in connection with
administering the Store Closing Sales. Moreover, the Debtors
significantly curtailed their receipt of new inventory in the weeks
prior to the Petition Date in an effort to curb the accrual of
administrative expense claims.
At the outset of these proceedings, the Debtors will seek Court
authority to (i) assume the Agency Agreement with Hilco to continue
the sale of the Debtors' store-level inventory, and (ii) conduct
the Store Closing Sales. After considering all viable restructuring
options and taking the steps to address operational and liquidity
challenges prior to the Petition Date, the Debtors believe that the
Store Closing Sales represent the best means through which to
maximize value for the estates and all interested parties.
For the avoidance of doubt, however, the Debtors encourage and
welcome inquiries from any third parties which might be interested
in the Debtors' assets, whether substantially all such assets or a
subset thereof. The Debtors' singular objective through these
proceedings is to maximize value for the Debtors’ assets in any
manner whatsoever.
About HDC Holdings
HDC Holdings II, LLC, and its affiliates are providers of secondary
merchandise which serves a loyal customer base of treasure hunters
and value seekers in underserved secondary and tertiary retail
markets. The Debtors' brands include Dirt Cheap, Treasure Hunt,
and Dirt Cheap Building Supplies. Through these business lines,
the Debtors sell a variety of merchandise, including apparel and
footwear, building supplies, toys and electronics, furniture,
seasonal items, and health and beauty products, among others. The
Company focuses on addressing the retail needs of its consumer
customers through wholesale brick and mortar retail locations
located throughout the southern United States, primarily in
Mississippi and Louisiana.
In early September 2024, the Debtors retained Mosaic as turnaround
advisors and Young Conaway Stargatt & Taylor, LLP as restructuring
counsel. Shortly thereafter, Jeffrey Martin was appointed CRO.
HDC Holdings II LLC and its affiliates sought relief under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
24-12307) on Oct. 10, 2024. In the petition filed by Jeffrey
Martin, as chief restructuring officer, HDC Holdings estimated
assets and liabilities between $100 million and $500 million each.
Young Conaway Stargatt & Taylor, LLP is the bankruptcy counsel.
Epiq is the claims agent.
HEAVENLY SCENT: Court OKs Cash Collateral Use Until Nov. 9
----------------------------------------------------------
Heavenly Scent Commercial Cleaning, Inc. received approval from the
U.S. Bankruptcy Court for the Eastern District of North Carolina to
use its secured creditors' cash collateral.
The court authorized Heavenly Scent to continue using cash
collateral, particularly funds tied to accounts receivable, until
Nov. 9, marking the third extension since the company's Chapter 11
filing in August.
Heavenly Scent said the use of cash collateral is critical for
maintaining its operations such as paying for rent, fuel,
utilities, and labor, while it works toward reorganization.
Secured creditors hold varying liens on the company's assets, with
Newtek Bank having the first-priority lien stemming from a Small
Business Administration loan. Other creditors including Funding
Metrics, LLC, Ameris Bank, and The Fundworks, LLC also have secured
claims. These creditors consented to the company's use of cash
collateral, subject to specific terms.
The court set conditions for the use of cash collateral, including
providing creditors with replacement liens and adherence to an
approved budget. Financial reporting requirements and creditor
updates were also mandated to ensure compliance. The court ordered
an adequate protection payment of $4,200 to Ameris Bank by Nov. 5,
recognizing the need to protect creditor interests.
The court warned that any violation of the order or misuse of cash
collateral could result in an immediate halt to the company's
ability to use the funds.
The next hearing is scheduled for Nov. 6.
About Heavenly Scent Commercial Cleaning
Heavenly Scent Commercial Cleaning, Inc. is a Wilmington-based
company offering janitorial cleaning services. It conducts business
under the name Sasquatch Manor, Inc.
Heavenly Scent filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-02669) on August
9, 2024, with $759,141 in assets and $1,614,261 in liabilities.
George Mason Oliver serves as Subchapter V trustee.
Judge Pamela W. McAfee presides over the case.
David J. Haidt, Esq., at Ayers & Haidt, PA represents the Debtor as
legal counsel.
HOSPITAL FOR SPECIAL SURGERY: Seeks Chapter 11 Bankruptcy
---------------------------------------------------------
Hospital for Special Surgery LLC filed Chapter 11 protection in the
Western District of Oklahoma. According to court filing, the Debtor
reports $21,797,844 in debt owed to 200 and 999 creditors. The
petition states funds will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
November 5, 2024 at 1:30 p.m. in Room Telephonically.
About Hospital for Special Surgery LLC
Hospital for Special Surgery LLC is a Medicare-certified surgical
specialty hospital in Oklahoma City that specializes in diagnostic,
surgical and rehabilitative services.
Hospital for Special Surgery LLC sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 24-12862) on
October 7, 2024. In the petition filed by Steve Hockert as chief
executive
officer, the Debtor reports total assets of $8,285,647 and total
liabilities of $21,797,844.
The Debtor is represented by:
Mark A. Craige, Esq.
CROWE & DUNLEVY
222 N. Detroit Avenue
Suite 600
Tulsa, OK 74120
Tel: 918-592-9800
Fax: 918-592-9801
Email: mark.craige@crowedunlevy.com
HOSPITAL FOR SPECIAL: Hires Crowe & Dunlevy as Bankruptcy Counsel
-----------------------------------------------------------------
Hospital for Special Surgery, LLC, doing business as OneCore
Health, seeks approval from the U.S. Bankruptcy Court for the
Western District of Oklahoma to employ Crowe & Dunlevy as its legal
counsel.
The firm will render these services:
(a) advise the Debtor with respect to its powers and duties;
(b) attend meetings and negotiate with representatives of
creditors and other parties-in-interest;
(c) assist with the preservation of the Debtor's estate;
(d) prepare and prosecute on behalf of Debtor all legal papers
necessary for the administration of the estate;
(e) negotiate and prepare on the Debtor's behalf section 363
sale motions, Chapter 11 plan(s), disclosure statement(s) and all
related agreements and/or documents;
(f) advise the Debtor with respect to certain corporate,
financing, tax, and employee benefit matters as requested and
without duplication of other professionals' services;
(g) appear before the bankruptcy court and any appellate
courts, and protect the interests of the Debtor's estate before
such courts; and
(h) perform all other legal services in connection with this
Chapter 11 case as requested by Debtor and without duplication of
other professionals' services.
The firm's counsel and staff will be paid at these hourly rates:
Mark Craige, Shareholder $605
William Hoch, Shareholder $590
Craig Regens, Shareholder $495
James Larimore, Shareholder $490
Kaleigh Ewing, Associate $310
In addition, the firm will seek reimbursement for expenses
incurred.
As of the petition date, the firm holds in its trust account a
retainer of $127,460.
` `
Mr. Hoch 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:
William H. Hoch, Esq.
Crowe & Dunlevy
324 N. Robinson Ave., Suite 100
Oklahoma City, OK 73102
Telephone: (405) 235-7700
Email: will.hoch@crowedunlevy.com
About Hospital for Special Surgery
Hospital for Special Surgery, LLC is a Medicare-certified surgical
specialty hospital in Oklahoma City that specializes in diagnostic,
surgical and rehabilitative services.
Hospital for Special Surgery sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 24-12862) on Oct.
7, 2024. In the petition filed by Steve Hockert, chief executive
officer, the Debtor disclosed $8,285,647 in total assets and
$21,797,844 in liabilities.
The Debtor tapped Crowe & Dunlevy serves as counsel and McEntire
Advisory, PLLC as financial advisor. Kurtzman Carson Consultants,
LLC, doing business as Verita Global, is the Debtor's claims,
noticing, and solicitation agent.
HOSPITAL FOR SPECIAL: Taps McEntire Advisory as Financial Advisor
-----------------------------------------------------------------
Hospital for Special Surgery, LLC, doing business as OneCore
Health, seeks approval from the U.S. Bankruptcy Court for the
Western District of Oklahoma to employ McEntire Advisory, PLLC as
financial advisor.
The firm will render these services:
(a) assist the Debtor in the preparation of financial-related
disclosures required by the court;
(b) assist with the identification and implementation of
short-term cash management procedures;
(c) provide advisory assistance in connection with the
development and implementation of key employee compensation and
other critical employee benefit programs;
(d) assist with the identification of executory contracts and
leases and performance of cost/benefit evaluations with respect to
the affirmation or rejection of each;
(e) assist the Debtor's management team and counsel focused on
the coordination of resources related to the sales process and
independent management of the sales process;
(f) assist in the preparation of financial information for
distribution to creditors and others;
(g) attend at meetings and assist in discussions with
potential investors, banks, and other secured lenders, any official
committee(s) appointed in the Chapter 11 case, the United States
Trustee for the Western District of Oklahoma (the "U.S. Trustee"),
other parties in interest, and professionals hired by same, as
requested;
(h) analyze creditor claims by type, entity, and individual
claim, including assistance with development of databases, as
necessary, to track such claims;
(i) assist in the preparation of information and analysis
necessary for the confirmation of a plan of reorganization or
otherwise in the Chapter 11 case;
(j) assist in the evaluation and analysis of avoidance
actions, including fraudulent conveyances and preferential
transfers;
(k) assist in the analysis and preparation of information
necessary to assess the tax attributes related to the confirmation
of a plan of reorganization in the Chapter 11 case;
(l) litigate advisory services with respect to accounting and
tax matters if necessary, along with expert witness testimony on
case related issues as required by the Debtor; and
(m) render such other general business consulting or such
other assistance as the Debtor's management or counsel may deem
necessary consistent with the role of a financial advisor to the
extent that it would not be duplicative of services provided by
other professionals in this proceeding.
The firm's professionals will be paid at these rates:
Director $300 - $375
Manager $200 - $295
Consultant $150 - $195
Staff $100 - $145
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received $22,392.50 for pre-petition services and a
retainer of $100,000.
`
Carrie McEntire, a principal at McEntire Advisory, 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:
Carrie McEntire
McEntire Advisory, PLLC
13701 S. Santa Fe Ave., Suite B
Oklahoma City, OK 73170
Telephone: (405) 594-0450
About Hospital for Special Surgery
Hospital for Special Surgery, LLC is a Medicare-certified surgical
specialty hospital in Oklahoma City that specializes in diagnostic,
surgical and rehabilitative services.
Hospital for Special Surgery sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 24-12862) on Oct.
7, 2024. In the petition filed by Steve Hockert, chief executive
officer, the Debtor disclosed $8,285,647 in total assets and
$21,797,844 in liabilities.
The Debtor tapped Crowe & Dunlevy serves as counsel and McEntire
Advisory, PLLC as financial advisor. Kurtzman Carson Consultants,
LLC, doing business as Verita Global, is the Debtor's claims,
noticing, and solicitation agent.
HOSPITAL FOR SPECIAL: Taps Verita Global as Claims & Noticing Agent
-------------------------------------------------------------------
Hospital for Special Surgery, LLC, doing business as OneCore
Health, seeks approval from the U.S. Bankruptcy Court for the
Western District of Oklahoma to employ Kurtzman Carson Consultants,
LLC, doing business as Verita Global, as claims, noticing, and
solicitation agent.
The firm will oversee the distribution of notices and will assist
in the maintenance, processing and docketing of proofs of claim
filed in the Debtor's Chapter 11 case.
The firm will provide a monthly invoice to the Debtor, its counsel,
the U.S. Trustee, counsel for any official committee (if one is
appointed), and any party-in-interest who specifically requests
service of the monthly invoices.
Prior to the petition date, the firm received a retainer in the
amount of $35,000 from the Debtor.
` `
Evan Gershbein, executive vice president at Verita Global,
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:
Evan Gershbein
Verita Global
222 N. Pacific Coast Hwy., 3rd Floor
El Segundo, CA 90245
About Hospital for Special Surgery
Hospital for Special Surgery, LLC is a Medicare-certified surgical
specialty hospital in Oklahoma City that specializes in diagnostic,
surgical and rehabilitative services.
Hospital for Special Surgery sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 24-12862) on Oct.
7, 2024. In the petition filed by Steve Hockert, chief executive
officer, the Debtor disclosed $8,285,647 in total assets and
$21,797,844 in liabilities.
The Debtor tapped Crowe & Dunlevy serves as counsel and McEntire
Advisory, PLLC as financial advisor. Kurtzman Carson Consultants,
LLC, doing business as Verita Global, is the Debtor's claims,
noticing, and solicitation agent.
HUCKLEBERRY PARTNERS: Approval of Bloodworth Claim Deal Affirmed
----------------------------------------------------------------
In the case captioned as ADAM KANTER, Appellant, v. MARK C. HEALY,
HUCKLEBERRY PARTNERS, LLC and BLOODWORTH LAW, PLLC, Appellees, Case
No: 6:23-cv-2329-PGB (M.D. Fla.), Judge Paul G. Byron of the United
States District Court for the Middle District of Florida affirmed
the United States Bankruptcy Court for the Middle District of
Florida's order granting motion to approve compromise between
creditor Bloodworth Law, PLLC and the Liquidating Agent acting on
behalf of Huckleberry in the bankruptcy action.
Debtor Huckleberry is a limited liability company that was
organized in 2005 by three members: Mr. Kanter; his then-wife,
Stephanie Kanter; and Henry James Herborn, III. Debtor Huckleberry
was organized to "acquire, build, own and operate" a shopping
center.
In April 2015, Mr. Kanter initiated what ultimately became
protracted divorce proceedings against Mrs. Kanter. Shortly after
Mr. Kanter initiated these proceedings, in February 2016, Mr.
Kanter was named as a Defendant in a lawsuit filed by Mrs. Kanter
and Herborn in state court in Orange County, Florida.
On January 31, 2018, Herborn executed an engagement letter with
Bloodworth. The Engagement Letter noted as to the "Scope of
Services" that Herborn had "asked the firm to represent Huckleberry
Partners, LLC" in connection with the ongoing State Court Action.
The Engagement Letter also described that the hourly rate for
Bloodworth's attorneys would be $200.00 per hour, the hourly rate
for its paralegal would be $100.00 per hour, and the firm would
also collect a 20% contingency fee for the total amount recovered
in the case.
In March of 2021, the Third Amended Complaint was filed in the
State Court Action. The named Plaintiffs in the TAC were Herborn,
both individually and derivatively as a member on behalf of Debtor
Huckleberry, and also Debtor Huckleberry pursuant to the written
consent of its members The Defendants named in the TAC were Mr.
Kanter, Mrs. Kanter, and R J Property Group. Debtor Huckleberry was
also named as a nominal Defendant.
The crux of the allegations in the TAC asserted that M/M Kanter had
breached their fiduciary duties to Debtor Huckleberry in myriad
ways, including by improperly taking out loans for Debtor
Huckleberry and by taking improper distributions from Debtor
Huckleberry. It further averred that M/M Kanter had created or
maintained the Defendant corporation, RJ, to receive such improper
transfers from Debtor Huckleberry. The TAC additionally contained
counts brought directly by Herborn against M/M Kanter for fraud.
On June 17, 2022, Debtor Huckleberry filed its Voluntary Petition
for Bankruptcy under Chapter 11 of the Bankruptcy Code. Herborn was
the Debtor in Possession during the bankruptcy case, presumably
because Mr. Kanter had been dissociated from Debtor Huckleberry.
On August 19, 2022, Bloodworth filed its proof of an unsecured
claim in the amount of $140,715.97 for legal services rendered.
Mark C. Healy was later appointed as the Liquidating Agent for
Debtor Huckleberry. In this role, the Liquidating Agent was tasked
with prosecuting causes of action that posed a conflict of interest
for Debtor Huckleberry, including the Bloodworth Claim.
On March 24, 2023, the Liquidating Agent timely objected to the
Bloodworth Claim. Therein, the Liquidating Agent argued: (1) that
Herborn may not have had the requisite authority to engage
Bloodworth to represent Debtor Huckleberry; (2) that following the
filing of the TAC, there were no claims being brought directly on
behalf of Debtor Huckleberry, and that these claims were instead
being brought derivatively by Herborn; and (3) the Liquidating
Agent questioned the reasonableness of the fees.
The Liquidating Agent ultimately negotiated a settlement with
Bloodworth, and on May 23, 2023, the Liquidating Agent filed a
motion seeking the Bankruptcy Court's approval of the Settlement.
The Settlement required Debtor Huckleberry to pay Bloodworth
$105,000 to resolve all aspects of the Bloodworth Claim.
Importantly, it also eliminated the potential that Bloodworth could
bring an administrative claim regarding the contingency fee portion
of its agreement with Debtor Huckleberry.
Mr. Kanter objected to the Motion to Approve Settlement, and on
November 8, 2023, the Bankruptcy Court held a trial on the matter.
On November 22, 2023, the Bankruptcy Court issued an Order
approving of the Settlement, and that Order is the subject of the
instant appeal.
As an initial matter, Mr. Kanter asserts that the Bankruptcy Court
abused its discretion by reaching the Justice Oaks factors since
Bloodworth did not have a valid claim in the first instance.
However, Mr. Kanter provides no legal support for the notion that a
bankruptcy court should determine, as a threshold matter, that a
creditor's claim has merit before applying the Justice Oaks
factors, the District Court finds. The District Court is not
persuaded by Mr. Kanter's argument, which expressly contravenes the
Eleventh Circuit's analysis in Justice Oaks.
The Bankruptcy Court found that the first Justice Oaks factor,
concerning the probability of success in litigation, weighed in
favor of approving the Settlement. In so finding, it expressly
considered Mr. Kanter's position that the Liquidating Agent's
Objection had a strong likelihood of success. In finding this
factor supported approval of the Settlement, the Bankruptcy Court
also reasoned that such approval would "alleviate the need to
proceed to trial" and "the uncertainty attendant to litigation."
On appeal, Mr. Kanter argues that the Bankruptcy Court abused its
discretion in applying this factor. Mr. Kanter relies upon the same
arguments rejected by the Bankruptcy Court below and asserts that
the probability of success on the Liquidating Agent's Objection "is
100%."
Judge Byron says, the Bankruptcy Court canvassed the issues, and
determined that the sources cited in support of Mr. Kanter's
argument were not dispositive as to whether Bloodworth was entitled
to payment from Debtor Huckleberry's funds. Moreover, the
Bankruptcy Court found that Bloodworth had a reasonable chance of
success in defending against the Liquidating Agent's Objection. Mr.
Kanter has not established that the Bankruptcy Court abused its
discretion in making these determinations.
The Bankruptcy Court found the second factor -- the "difficulties,
if any, to be encountered in the matter of collection" -- to be
neutral. Mr. Kanter does not address this Justice Oaks factor in
his argument on appeal. Therefore, the District Court does not find
that the Bankruptcy Court abused its discretion in applying this
factor.
The Bankruptcy Court found that the third Justice Oaks factor, the
complexity of the litigation and the expense, inconvenience, and
delay necessarily attending it, also weighed in favor of approving
the Settlement.
According to Judge Byron, Mr. Kanter has not demonstrated that the
Bankruptcy Court abused its discretion in finding this factor
weighed in favor of allowing the Settlement. The record supports
the Bankruptcy Court's finding regarding the expense, time, and
effort that would likely be involved in litigating the Bloodworth
Claim.
Under the circumstances, Mr. Kanter has not demonstrated that the
Bankruptcy Court abused its discretion in its application of this
factor, the District Court concludes.
Finally, the Bankruptcy Court found that the fourth Justice Oaks
factor, the paramount interest of creditors, weighed in favor of
approving the Settlement. In so finding, the Bankruptcy Court noted
that "[t]he only objecting party is Mr. Kanter," who, despite
having a financial interest in Debtor Huckleberry, "is not a
creditor."
On appeal, Mr. Kanter posits that the Bankruptcy Court erred in its
application of this factor, citing that "the procedural posture of
this bankruptcy case is post-confirmation" and thus "there are no
longer creditors and equity holders."
Judge Byron explains, perhaps because of his view that the
Liquidating Agent's Objection to the Bloodworth Claim would be
certain to prevail, Mr. Kanter does not address the Bankruptcy
Court's concern regarding the expense of additional litigation,
including that Bloodworth may be entitled to a contingency fee on
any recovery in the State Court Action. However, like the
Bankruptcy Court, the instant Court does not share Mr. Kanter's
view that the Objection to the Bloodworth Claim is certain to
prevail. And, as Mr. Bloodworth testified, there are millions of
dollars at stake in the State Court Action. Thus, a 20% contingency
fee on this sum could be substantial, and the Bankruptcy Court
properly considered this fact in finding the fourth Justice Oaks
factor weighed in favor of approving the Settlement.
Because the District Court finds that the Settlement did not fall
below the lowest point in the range of reasonableness, the
Bankruptcy Court's Order Approving the Settlement is affirmed.
A copy of the Court's decision is available at
https://urlcurt.com/u?l=lBui39
About Huckleberry Partners
Huckleberry Partners, LLC owns and operates a shopping center
called Waterford Commons, which is located at 12789 Waterford Lakes
Parkway, Orlando, Fla.
Huckleberry Partners sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02159). In the
petition filed by its managing member, Henry James Herborn, III,
the Debtor disclosed between $1 million and $10 million in both
assets and liabilities.
Judge Grace E. Robson oversees the case.
David Jennis, P.A. serves as the Debtor's bankruptcy counsel.
IMS GROUP: Jerrett McConnell Named Subchapter V Trustee
-------------------------------------------------------
The U.S. Trustee for Region 21 appointed Jerrett McConnell, Esq.,
at McConnell Law Group, P.A. as Subchapter V trustee for IMS Group,
LLC.
Mr. McConnell will be paid an hourly fee of $350 for his services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. McConnell declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jerrett M. McConnell, Esq.
McConnell Law Group, P.A.
6100 Greenland Rd., Unit 603
Jacksonville, FL 32258
Phone: (904) 570-9180
Email: info@mcconnelllawgroup.com
About IMS Group
IMS Group, LLC filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-05119) on
September 23, 2024, with $1 million to $10 million in both assets
and liabilities.
Judge Grace E. Robson presides over the case.
IRECERTIFY: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
IRecertify filed Chapter 11 protection in the District of Utah.
According to court documents, the Debtor reports between $1 million
and $10 million in debt owed to 1 and 49 creditors. The petition
states funds will be available to 50 and 99 creditors.
About IRecertify
IRecertify, doing business as Warehouse B, is a merchant wholesaler
of professional and commercial equipment and supplies.
IRecertify sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Utah Case No. 24-25156) on Oct. 7, 2024. In the
petition filed by Brett Kitson, as managing member, the Debtor
estimated assets between $100,000 and $500,000 and estimated
liabilities between $1 million and $10 million.
The Debtor is represented by:
Russell S. Walker, Esq.
PEARSON BUTLER PLLC
1802 West South Jordan Parkway
Suite 200
South Jordan, UT 84095
Tel: 801-495-4104
Email: russellw@pearsonbutler.com
IRON MOUNTAIN: Moody's Affirms 'Ba3' CFR, Outlook Stable
--------------------------------------------------------
Moody's Ratings affirmed Iron Mountain Incorporated's Ba3 Corporate
Family Rating ("Iron Mountain" or "the REIT") and Senior Unsecured
rating. In the same rating action, Moody's affirmed Iron Mountain
(UK) PLC's and Iron Mountain Info. Management Services, Inc.'s Ba3
Senior Unsecured rating, Iron Mountain Australia Group PTY. LTD.'s
Ba3 Senior Secured Bank Credit Facility rating and Iron Mountain
Information Management, LLC's Ba3 Backed Senior Secured Bank Credit
Facility ratings. The rating outlooks for each issuer are stable,
including the stable outlook newly assigned to Iron Mountain Info.
Management Services, Inc.
The rating affirmations reflect Moody's expectations for continued
solid operating performance in the document storage segment and
growing revenues and income from the company's data center
properties which balance somewhat elevated financial leverage
metrics and moderate fixed charge coverage.
RATINGS RATIONALE
Iron Mountain's Ba3 corporate family rating reflects its leading
market position in the mature document and record storage segment,
its focused investment in the growing market for data centers and
the diversity of its customer base. The company's strong business
profile mitigates potential rating pressure from elevated financial
leverage. Moody's expect that its large development pipeline will
limit any reduction in financial leverage although the significant
pre-leasing the company undertakes when developing new data centers
helps mitigate risk in these investments notwithstanding its
dependence on external debt for funding these projects.
Additionally, a high proportion of the company's properties are
leased compared to most other rated equity REIT peers, which lowers
Iron Mountain's asset coverage, access to capital and alternate
sources of liquidity, all else equal.
Although Iron Mountain's storage business faces long-term risks
because of the transition away from paper and document storage, the
REIT's operating metrics in this segment have been largely solid
with portfolio utilization rate close to 80% and average tenant
retention of about 93% in the last four quarters. Higher revenue
per square foot leased has contributed to strong revenue growth of
7.6% in the first half of 2024. Moody's expect that the utilization
rate and footprint of the document storage business will be
pressured over time. Consequently, its ability to increase revenue
per square foot will be key to supporting the profit margin in this
segment and its contribution to the company's consolidated
performance as it invests in growth in data centers.
Iron Mountain's data center exposure has been growing rapidly as
evidenced by the 28.8% increase in its data center revenue in the
first half of 2024. The REIT is constructing new properties in
North America, Europe and Asia that will add 305 megawatts ("MW")
of capacity, 94% pre-leased, to the 265 MW in operation currently.
The aggregate budget for these projects is almost $2.0 billion with
remaining investment of $1.2 billion at the end of the second
quarter of 2024. Moody's expect that most will be debt-financed.
Relative to most other REIT's, Iron Mountain owns a smaller
proportion of its properties. At the end of 2023, share of leased
assets was 78%, in terms of asset value. Its facility lease
expirations schedule is laddered with 8% of leases expiring through
YE 2025. A higher proportion of service revenue of 40% in an
operationally intensive business that requires materially more
employees than other REITs is another distinguishing factor
relative to other commercial real estate landlords.
Iron Mountain's total leverage ratio is elevated, and Moody's
expect this metric to remain close to its current level over the
next 12-18 months. At the end of the second quarter of 2024, the
REIT's effective leverage, total debt + preferred stock as a % of
gross assets was 71% and net debt to EBITDA was 6.7x. The REIT's
fixed charge coverage was 2.6x and will remain in the mid 2x range
over the next 12- 18 months because income from the data center
segment will offset the higher interest cost related to the debt
raised to fund its growth.
Iron Mountain's SGL-3 denotes Moody's view that the REIT's
liquidity will remain adequate. With limited cash on hand and
significant negative free cash flow because of the data center
growth strategy, the REIT will have to raise new debt to fund its
growth capex. However, Moody's view its unencumbered assets as a
sufficient alternate source of liquidity.
The stable outlook reflects Moody's expectation that Iron
Mountain's operating performance will remain strong, and the REIT
will maintain its prudent approach to growth with significant
pre-leasing for properties under development.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Upward ratings movement would be predicated on continued strength
in operating performance and leverage-neutral funding of
development and acquisitions. Moody's adjusted net debt to EBITDA
approaching 5.5x, and maintenance of fixed charge coverage above
3.5x could support an upgrade.
The REIT's ratings could be downgraded if operating metrics or
profitability weaken, if demand for its data centers weakens or
liquidity weakens. Moody's adjusted net debt to EBITDA that remains
above 7.0x or fixed charge coverage sustained below 2.5x could lead
to a ratings downgrade.
Founded in 1951, Iron Mountain (NYSE: IRM) is a REIT primarily
engaged in the ownership, management, development and acquisition
of secure records storage facilities and data centers. At the end
of the second quarter of 2024, Iron Mountain owned or operated over
1,400 facilities worldwide and had over 240,000 customers.
LIST OF AFFECTED RATINGS
Issuer: Iron Mountain Incorporated
Affirmations:
Corporate Family Rating, Affirmed Ba3
Senior Unsecured, Affirmed Ba3
Outlook Actions:
Outlook, Remains Stable
Issuer: Iron Mountain (UK) PLC
Affirmations:
Backed Senior Unsecured, Affirmed Ba3
Outlook Actions:
Outlook, Remains Stable
Issuer: Iron Mountain Australia Group PTY. LTD.
Affirmations:
Senior Secured Bank Credit Facility, Affirmed Ba3
Outlook Actions:
Outlook, Remains Stable
Issuer: Iron Mountain Info. Management Services, Inc.
Affirmations:
Backed Senior Unsecured, Affirmed Ba3
Outlook Actions:
Outlook, Assigned Stable
Issuer: Iron Mountain Information Management, LLC
Affirmations:
Backed Senior Secured Bank Credit Facility, Affirmed Ba3
Outlook Actions:
Outlook, Remains Stable
The principal methodology used in these ratings was REITs and Other
Commercial Real Estate Firms published in February 2024.
IRWIN NATURALS: Seeks to Tap Hire Ordinary Course Professionals
---------------------------------------------------------------
Irwin Naturals and its affiliates seek approval from the U.S.
Bankruptcy Court for the Central District of California to employ
non-bankruptcy professionals in the ordinary course of business.
The Debtors need ordinary course professionals (OCPs) to perform
services for matters unrelated to these Chapter 11 cases.
The Debtors seek to pay OCPs 100 percent of the fees and expenses
incurred.
The OCPs include:
Ross and Ross Law, A.P.C.
4530 E Thousand Oaks Blvd Suite 250
Westlake Village, CA 91362
-- US IP Counsel
Gowling WLG
Prannerstrasse 15, 80333
Munich, Germany
-- Canadian IP Counsel
Wildeboer Dellelce LLP
800-365 Bay St
Toronto, ON M5H2V1
-- Canadian Securities Counsel
Yoka Smith LLP
445 S Figueroa St.
Los Angeles, CA 90071
-- Insurance Defense Counsel
Call & Jensen, APC
610 Newport Center Dr Ste 700
Newport Beach, CA 92660
-- Defense Counsel
CR3 Partners
13355 Noel Road, Suite 2005
Dallas, TX 75240
-- Financial Advisors
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.
About Irwin Naturals
Irwin Naturals Inc. is a provider of business support services.
Irwin Naturals Inc. and its affiliates sought relief under Chapter
11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 24-11324)
on Aug. 9, 2024. In the petitions filed by Klee Irwin, chief
executive officer, Irwin Naturals disclosed between $10 million and
$50 million in both assets and liabilities.
Judge Victoria S. Kaufman oversees the cases.
The Debtors tapped BG Law LLP as bankruptcy counsel, Jerrel G. John
CPA as tax accountant, and Province LLC as financial advisor. Omni
Agent Solutions, Inc. is the Debtors' administrative agent.
IVF ORLANDO INC: Commences Subchapter V Bankruptcy Process
----------------------------------------------------------
IVF Orlando Inc. filed Chapter 11 protection in the Middle District
of Florida. According to court filing, the Debtor reports between
$1 million and $10 million in debt owed to 1 and 49 creditors.
About IVF Orlando Inc.
IVF Orlando Inc. -- https://theivfcenter.com/ -- is one of the
longest established IVF programs in the Winter Park – Orlando,
Florida area.
IVF Orlando Inc. sought relief under Subchapter V of Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-05475) on October
8, 2024. In the petition filed by Dr. Milton McNichol, as
president, the Debtor reports estimated assets between $100,000 and
$500,000 and estimated liabilities between $1 million and $10
million.
Honorable Bankruptcy Judge Tiffany P. Geyer handles the case.
The Debtor is represented by:
Daniel A. Velasquez, Esq.
LATHAM LUNA EDEN & BEAUDINE LLP
201 S. Orange Avenue
Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: dvelasquez@lathamluna.com
J&A TRUCKING: Seeks to Tap Jason Ward Law as Bankruptcy Counsel
---------------------------------------------------------------
J&A Trucking, LLC seeks approval from the U.S. Bankruptcy Court for
District of South Carolina to employ Jason Ward Law, LLC as
bankruptcy counsel.
The firm's services include:
(a) prepare or amend schedules;
(b) represent in contested matters;
(c) prepare a plan of reorganization and disclosure statement;
and
(d) assist on other matters which may arise during the
administration of this case.
The hourly rates of the firm's counsel and staff are:
Jason Ward, Attorney $325
Paralegals and Support Staff $125
The firm agreed to receive a pre-petition retainer of $10,000 from
the Debtor.
Mr. Ward 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:
Jason M. Ward, Esq.
Jason Ward Law, LLC
311 Pettigru St.
Greenville, SC 29601
Telephone: (864) 239-0007
Email: Jason@wardlawsc.com
About J&A Trucking
J&A Trucking, LLC is a trucking company operating mostly throughout
the Southeast. It does not have a "brick and mortar" location but
operates from the road and the owner's residence in Anderson, S.C.
J&A Trucking filed for Chapter 11 protection (Bankr. D.S.C. Case
No. 24-03318) on Sept. 11, 2024, before Judge Helen E. Burris. The
Debtor listed $100,001 to $500,000 in both assets and liabilities.
The Debtor tapped Jason Michael Ward, Esq., at Jason Ward Law, LLC
as bankruptcy counsel.
J&G CONSULTING: Jennifer McLemore Named Subchapter V Trustee
------------------------------------------------------------
The Acting U.S. Trustee for Region 4 appointed Jennifer McLemore,
Esq., at Williams Mullen as Subchapter V trustee for J&G Consulting
Services, LLC.
Ms. McLemore will be paid an hourly fee of $530 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. McLemore declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jennifer M. McLemore, Esq.
Williams Mullen
200 South 10th Street, Suite 1600
Richmond, VA 23219
(804) 420-6330
Email: jmclemore@williamsmullen.com
About J&G Consulting Services
J&G Consulting Services LLC sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No.
24-33528) on September 23, 2024, listing $100,001 to $500,000 in
both assets and liabilities.
James E. Kane, Esq., at Kane & Papa, PC represents the Debtor as
legal counsel.
JAKE'S REAL: Seeks Approval to Hire Krekeler Law as Legal Counsel
-----------------------------------------------------------------
Jake's Real Estate, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Wisconsin to employ Krekeler Law,
SC as its counsel.
The firm will render these services:
(a) prepare bankruptcy schedules and statements;
(b) consult with the Debtor's professionals or representatives
concerning the administration case;
(c) prepare and review all appropriate pleadings, motions and
correspondence regarding the case;
(d) represent and appear at and being involved in proceedings
before this court;
(e) provide legal counsel to the Debtor in its investigation
of the acts, conduct, assets, liabilities, and financial condition,
the operation of its business, and any other matters relevant to
the case;
(f) analyze the Debtor's proposed use of cash collateral and
financing;
(g) advise the Debtor its rights, powers and duties;
(h) advise the Debtor concerning, and assist in the
negotiation and documentation, as applicable, of financing
agreements, debt restructuring, cash collateral arrangements, its
financing and related transactions;
(i) review the nature and validity of liens asserted against
the property of the Debtor and advise it concerning the
enforceability of such liens;
(j) advise and assist the Debtor concerning the actions that
it might take to collect and recover property for the benefit of
its estate;
(k) prepare on behalf of the Debtor all necessary and
appropriate legal documents, and review all financial and other
reports to be filed in this case;
(l) advise the Debtor concerning and prepare responses to,
legal papers that may filed and served in this case;
(m) counsel the Debtor in connection with any proposed sales,
leases or use of any assets of the Debtor's bankruptcy estates;
(n) assist in preparation of the disclosure statement and plan
of reorganization and attend negotiations and hearings;
(o) attend meetings and negotiate with reresentatives of
creditors and other parties in interest; and
(p) perform all other legal services for and behalf of the
Debtor that may be necessary or appropriate in the administration
of this case and the reorganization of its business.
The firm's professionals will be paid at these hourly rates:
J. David Krekeler Law, Shareholder $438
Daniel McGarry, Attorney $350
Associate Attorneys $225 - $275
Paralegals $100 - $135
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer of $17,300, an amount borrowed by the
Debtor from Jeffrey Reichoff.
Mr. McGarry 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:
Daniel J. McGarry, Esq.
Krekeler Law, S.C.
26 Schroeder Ct. Suite 300
Madison, WI 53711
Telephone: (608) 258-8555
Email: dmcgarry@ks-lawfirm.com
About Jake's Real Estate
Jake's Real Estate LLC is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
Jake's Real Estate LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Wis. Case No. 24-24859) on Sept. 16,
2024. In the petition filed by Jacob Replogle, owner, the Debtor
disclosed between $1 million and $10 million in both assets and
liabilities.
Judge Rachel M. Blise oversees the case.
Krekeler Law, S.C. serves as the Debtor's counsel.
JE LUCAS: Seeks to Tap The Cooper Law Firm as Bankruptcy Counsel
----------------------------------------------------------------
J.E. Lucas Properties, LLC seeks approval from the U.S. Bankruptcy
Court for the District of South Carolina to employ The Cooper Law
Firm as its legal counsel.
The firm will render these services:
(a) provide the Debtor legal advice with respect to its powers
and duties in the continued management and control of its assets
and its responsibilities regarding its liabilities to its
creditors;
(b) advise the Debtor regarding its responsibility to provide
insurance and bank account information, file monthly operating
reports with this court, pay quarterly fees to the U.S. Trustee's
Office, seek and receive through its attorney consent of this court
to incur debt or sell property, file a Plan of Reorganization and
Disclosure Statement within 180 days of filing the petition, and
file a final report, accounting and request for final decree as
soon after confirmation of plan as is feasible, but no later than
120 days after confirmation of the plan; and
(c) prepare the petition, scheules, statement of financial
affairs, plan of reorganization, disclosure statement, final
report, final accounting, fial decree, as well as any other
necessary legal documents relative to the Chapter 11 case.
The firm will be paid at these hourly rates:
Robert H. Cooper, Attorney $395
Associate Lawyers $295
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received $12,262 of an agreed upon $15,000 retainer and a
filing fee of $1,738 from the Debtor.
Mr. Cooper 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:
Robert H. Cooper, Esq.
The Cooper Law Firm
1610 Gowdeysville Road
Gaffney, SC 29340
Telephone: (864) 271-9911
Email: rhcooper@thecooperlawfirm.com
About JE Lucas Properties
J.E. Lucas Properties LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No.
24-03288) on Sept. 8, 2024, listing up to $10 million in both
assets and liabilities.
Judge Helen E. Burris oversees the case.
The Cooper Law Firm represents the Debtor as counsel.
JINGBO TECHNOLOGY: Incurs $4.27 Million Net Loss in Second Quarter
------------------------------------------------------------------
Jingbo Technology, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $4.27 million on $396,242 of net revenues for the three months
ended Aug. 31, 2024, compared to a net loss of $1.47 million on
$344,507 of net revenues for the three months ended Aug.31, 2023.
For the six months ended Aug. 31, 2024, the Company reported a net
loss of $5.48 million on $704,776 of net revenues, compared to a
net loss of $3.30 million on $804,672 of net revenues for the six
months ended Aug. 31, 2023.
As of Aug. 31, 2024, the Company had $13.19 million in total
assets, $34.69 million in total liabilities, and a total deficit of
$21.51 million.
Jingbo said, "The ability to continue as a going concern is
dependent upon long-term loans related to Shaoxing Keqiao Zhuyi
Technology Co. and the director (Guowei Zhang) to meet its
obligations and repay its liabilities arising from normal business
operations when they become due. These consolidated financial
statements do not include any adjustments to the recoverability and
classification of recorded asset amounts and classification of
liabilities that might be necessary should the Company be unable to
continue as a going concern.
"These conditions raise substantial doubt about the Company's
ability to continue as a going concern. The Company's continuation
as a going concern is dependent on long term loans related to
Shaoxing Keqiao Zhuyi Technology Co. and the director (Guowei
Zhang) to meet obligations as they become due and to obtain
additional equity or alternative financing required to fund
operations until sufficient sources of recurring revenues can be
generated. There can be no assurance that the Company will be
successful in its plans described above or in attracting equity or
alternative financing on acceptable terms, or if at all. The
consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1647822/000149315224040937/form10-q.htm
About Jingbo
Headquartered in Shoujiang Town, Fuyang District, China., Jingbo
Technology, Inc., provides software solutions. The company offers
smart parking projects, smart parking mobile applications, and
cloud platform construction innovation.
Guangzhou, Guangdong, China-based GGF CPA LTD, the Company's
auditor since 2024, issued a "going concern" qualification in its
report dated July 3, 2024, citing that the Company had incurred
substantial losses during the years and negative working capital,
which raises substantial doubt about its ability to continue as a
going concern.
JOHN CARTER: Armstrong's Bid for Partial Summary Judgment Denied
----------------------------------------------------------------
In the case captioned as MATTHEW G. ARMSTRONG, Plaintiff, v. JOHN
FITZGERALD CARTER, Defendant, ADVERSARY PROCEEDING NO. 23-5108-JWC
(Bankr. N.D. Ga.), Judge Jeffery W. Cavender of the United States
Bankruptcy Court for the Northern District of Georgia denied the
Plaintiff's Motion for Partial Summary Judgment.
Plaintiff Matthew G. Armstrong moves for summary judgment as to
liability only on his claims asserted in this adversary proceeding
against Debtor John Carter for embezzlement (or larceny) under 11
U.S.C. Sec. 523(a)(4) and willful and malicious injury under 11
U.S.C. Sec. 523(a)(6). Armstrong asserts he is entitled to summary
judgment based on the preclusive effect of a state court judgment
in the Superior Court of Cobb County, Georgia, Case No. 15108145.
After Carter failed to comply with two orders compelling him to
produce documents and otherwise satisfy his discovery obligations,
the Superior Court entered an Order Finding Willful Violation of
Discovery Orders by Defendants MGA Holdings, LLC and John Carter
and Imposing Sanctions on February 3, 2021.
The Sanctions Order included findings that Carter made false
statements about his ability to access documents at issue and that
he and MGA failed to produce certain documents. The Superior Court
held Carter and MGA in contempt for willfully violating its
discovery orders, struck their answer, and ordered the entry of
default judgment as to liability in favor of Armstrong on all
counts in the Amended Complaint.
Armstrong argues that "[t]he Superior Court Judgment is clear that
Defendant engaged in willful and improper conduct, including
dishonesty about the whereabouts of the information Plaintiff
sought to prove his case," but these findings related to his
actions in the Superior Court Action itself and not the underlying
claims, and the Court does not agree that the Sanctions Order makes
any specific findings that support the nondischargeable claims at
issue in this case.
Judge Cavender says, "At the end of the day, the Court is
sympathetic to Armstrong's position because he diligently litigated
his claims against Carter, who clearly engaged in discovery abuse
in the litigation and withheld many of the documents that Armstrong
seeks to prove his claims. The Court does not condone such
behavior, and it does not support the idea of a do-over in this
case after being sanctioned by the Superior Court, but the Court
does not believe that the Sanctions Order satisfies the
requirements for issue preclusion on embezzlement, larceny, or
willful and malicious injury. Those claims, or the issues necessary
to prove them, simply were not put into issue in the Superior Court
Action nor clearly decided by the Superior Court."
The Court denies the Motion because Plaintiff fails to establish
that the Sanctions Order is entitled to preclusive effect in this
adversary proceeding.
A copy of the Court's decision is available at
https://urlcurt.com/u?l=3DW1LD
John Fitzgerald Carter filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ga. Case No. 23-54816) on May 23, 2023, listing under
$1 million in both assets and liabilities. The Debtor is
represented by Will Geer, Esq.
JOHNSON ENTERPRISES: Hires Biddergy LLC as Auctioneer
-----------------------------------------------------
Johnson Enterprises - Johnson Wash Systems, LLC seeks approval from
the U.S. Bankruptcy Court for the Eastern District of Michigan to
employ Biddergy, LLC as auctioneer.
The firm will sell and auction the Debtor's assets in the Chapter
11 bankruptcy case.
The firm will be paid at a commission of 10 percent of the gross
proceeds, and a buyer's premium of 15 percent.
Meghan Bankhead, a sales associate at Biddergy, 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:
Meghan Bankhead
Biddergy, LLC
1919 E. Kilgore Service Road
Kalamazoo, MI 49001
Tel: (269) 903-2590
Email: Mbankhead@biddergy.com
About Johnson Enterprises
Johnson Enterprises-Johnson Wash Systems, LLC operated a design,
manufacturing, and installation business for truck washing
systems.
It is one of only a handful of such businesses in the United States
and typically serves companies that maintain fleets of trucks.
Johnson Enterprises-Johnson Wash Systems, LLC sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich.
Case No. 24-31570) on August 22, 2024, with $50,001 to $100,000 in
assets and $100,001 to $500,000 in liabilities.
Judge Joel D. Applebaum presides over the case. Mark H. Shapiro,
Esq., represents the Debtor as legal counsel.
Charles Mouranie of CMM & Associates serves as Subchapter V
trustee.
JOONKO DIVERSITY: Plan Exclusivity Period Extended to Dec. 10
-------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware extended Joonko Diversity Inc.'s exclusive periods to
file a plan of reorganization and obtain acceptance thereof to
December 10, 2024 and February 8, 2025, respectively.
As shared by Troubled Company Reporter, the Debtor has made
significant and material progress advancing the Chapter 11 Case
since the Petition Date. The only impediment to confirmation of the
Debtor's Plan is the claim being asserted by Raz. Raz's entitlement
to advancement is a gating issue with respect to confirmation of
the Plan.
The Debtor claims that it will require both written discovery and
Raz's deposition before proceeding to a hearing on the Debtor's
objection to her claim due to the factual nature of the Debtor's
objection to Raz's claim. To provide sufficient time to build the
necessary evidentiary record, the Debtor has adjourned the
Confirmation Hearing. The Debtor expects to be in a position to
proceed with confirmation of the Plan shortly after taking Raz's
deposition.
The Debtor asserts that it has made and will continue to make
timely payments on its undisputed post-petition obligations in the
ordinary course, meaning that the requested extension of the
Exclusive Periods will not prejudice the legitimate interests of
post-petition creditors. As such, this factor weighs in favor of
extending the Exclusive Periods.
Joonko Diversity Inc. is represented by:
David R. Hurst, Esq.
McDermott Will & Emery LLP
The Brandywine Building
1000 N West Street, Suite 1400
Wilmington, DE 19801
Phone: (302) 485-3930
Email: dhurst@mwe.com
Catherine Lee, Esq.
444 West Lake Street, Suite 4000
Chicago, Illinois 60606
Telephone: (312) 372-2000
Facsimile: (312) 984-7700
Email: clee@mwe.com
About Joonko Diversity Inc.
Joonko Diversity Inc. is an AI-powered employee recruitment
venture.
Joonko Diversity sought relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 24-11007) on May 14, 2024. In the
petition filed by Ilan Band, as chief executive officer, the Debtor
estimated assets between $1 million and $10 million and estimated
liabilities up to $50,000.
McDermott Will & Emery LLP, led by David R. Hurst, is the Debtor's
counsel.
JUBILANT FLAME: Incurs $10K Net Loss in Second Quarter
------------------------------------------------------
Jubilant Flame International, Ltd filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $10,069 on $0 of revenue for the three months ended
Aug. 31, 2024, compared to a net loss of $12,943 on $0 of revenue
for the three months ended Aug. 31, 2023.
For the six months ended Aug. 31, 2024, the Company reported a net
loss of $32,240 on $0 of revenue, compared to a net loss of $36,787
on $0 of revenue for the six months ended Aug. 31, 2023.
As of Aug. 31, 2024, the Company had $5,035 in total assets, $1.33
million in total liabilities, and a total stockholders' deficit of
$1.33 million.
Jubilant Flame said, "The Company currently only has small scale
operation activities and has an accumulated deficit of $3,818,184
as of August 31, 2024. This raises substantial doubt about the
Company's ability to continue as a going concern.
"The Company may raise additional capital through the sale of its
equity securities, through an offering of debt securities, or
through borrowings from financial institutions or related parties.
By doing so, the Company hopes to generate sufficient capital to
execute its business plan in the nutrition product technology
support sector on an ongoing basis. Management believes that
actions presently being taken to obtain additional funding provide
the opportunity for the Company to continue as a going concern.
There is no guarantee the Company will be successful in achieving
these objectives. These financial statements do not include any
adjustments related to the recoverability and classification of
recorded assets or the amounts and classification of liabilities or
any other adjustments that might be necessary should the Company be
unable to continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1517389/000147793224006326/jfil_10q.htm
About Jubilant
Jubilant Flame International, LTD. was previously engaged in the
business of developing and marketing medical products, including
Bone-Induction Artificial Bone and Vacuum Sealing Drainage under a
license from BioMark. Starting the fourth quarter of fiscal year
ended Feb. 28, 2018, the Company has started a new line of business
to promote and sell a new cosmetics product "Acropass" series in
United States.
Diamond Bar, California-based KCCW Accountancy Corp., the Company's
auditor since 2023, issued a "going concern" qualification in its
report dated May 7, 2024, citing that the Company has suffered
recurring losses from operations and has working capital and
stockholders' deficit deficit that raise substantial doubt about
its ability to continue as a going concern.
JUS DOORS: Gets Interim OK to Use Cash Collateral
-------------------------------------------------
JUS Doors, Inc. received interim approval from the U.S. Bankruptcy
Court for the Middle District of North California to use the cash
collateral of Headway Capital, LLC.
The court authorized the company to use the cash collateral only
for expenses related to the completion of its contract for the
Onslow County Emergency Operation Center, as detailed in a
court-approved budget.
To protect Headway's interest, the court granted the creditor a
replacement lien on post-petition property. No adequate protection
payments are required from JUS at this time as Headway has only
filed a claim as an unsecured creditor.
The court also set specific terms for the usage of cash collateral,
requiring JUS to make monthly payments of $2,000 from excess funds
after completing the Onslow contract.
JUS Doors had a financing agreement with Headway Capital for a line
of credit amounting to $92,615.95.
The next hearing is scheduled for Oct. 23.
About JUS Doors
JUS Doors, Inc. offers full design, fabrication, installation,
service and maintenance of four fold doors, hangar doors, and
custom doors across the U.S., Canada, and Mexico.
JUS Doors filed voluntary Chapter 11 petition (Bankr. M.D.N.C. Case
No. 24-10432) on July 12, 2024, with $1 million to $10 million in
both assets and liabilities. Michael Peters, JUS Doors president,
signed the petition.
Judge Lena M. James oversees the case.
The Debtor tapped Dirk W. Siegmund, Esq., at Ivey, McClellan,
Siegmund, Brumbaugh & McDonough, LLP as bankruptcy counsel, and
Daniel Forlano, CPA, as accountant.
KANGCHENG DEVELOPMENT: Sec. 341(a) Meeting of Creditors on Nov. 4
-----------------------------------------------------------------
Kangcheng Development LLC filed Chapter 11 protection in the
Central District of California. According to court filing, the
Debtor reports between $1 million and $10 million in debt owed to 1
and 49 creditors. The petition states funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
November 4, 2024 at 9:00 a.m. at UST-LA3, TELEPHONIC MEETING.
CONFERENCE LINE:1-866-811-2961, PARTICIPANT CODE: 9609127.
About Kangcheng Development LLC
Kangcheng Development LLC is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)). The Debtor owns the real
property located at 400 South Rossmore Avenue, Los Angeles, CA
90020 valued at $8 million.
Kangcheng Development LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-18223) on
October 7, 2024. In the petition filed by Ling Xiao, as manager,
the Debtor reports estimated assets and liabilities between $1
million and $10 million each.
Honorable Bankruptcy Judge Sheri Bluebond handles the case.
The Debtor is represented by:
Stella Havkin, Esq.
STELLA HAVKIN
5950 Canoga Avenue, Suite 400
Woodland Hills, CA 91367
E-mail: shavkinesq@gmail.com
KINDERCARE: Moody's Ups CFR to B2 Amid IPO Debt Paydown
-------------------------------------------------------
Moody's Ratings upgraded KUEHG Corp.'s (KinderCare) Corporate
Family Rating to B2 from B3, the Probability of Default Rating to
B2-PD from B3-PD, and the senior secured first lien bank credit
facility rating to B1 from B2. The bank credit facility consists of
a $1.58 billion senior secured first lien term loan due 2030 and
$160 million senior secured revolver expiring in 2028. At the same
time, Moody's assigned a B1 rating to the company's new $225
million senior secured first lien revolving credit facility
expiring in October 2029 and an SGL-2 Speculative Grade Liquidity
rating. The outlook is stable. Previously, the rating was on review
for upgrade. The rating actions conclude the review commenced on
October 2, 2024.
KinderCare Learning Companies, Inc. is the ultimate parent of KUEHG
Corp. and priced its initial public offering (IPO) of approximately
24 million shares at $24 per share, resulting in gross proceeds of
about $576 million. The company intends to use the net proceeds of
$527.2 million to partially repay KinderCare's existing $1.58
billion term loan. KinderCare has amended its revolving credit
facility. The new $225 million revolving credit facility expires in
October 2029. The existing revolving facility of $160 million will
be reduced to a $15 million non-extended tranche. The non-extended
tranche expires June 12, 2028. Subsequent to the amendment, the
company's revolving facility commitments will be equal to $240
million.
The ratings upgrade reflects KinderCare's meaningful reduction of
cash interest and financial leverage following the reduction in
funded debt, as well as a transition to what Moody's anticipate
will be a more moderate financial policy as a public company.
Moody's estimate KinderCare's debt-to-EBITDA leverage will be 4x as
of year-end 2024 pro forma for the IPO transaction, down from 4.8x
pre-IPO as of LTM June 2024 (including American Rescue Plan Act
(ARPA) grants). Excluding the grants, adjusted debt-to-EBITDA
leverage is expected to be 4.8x, down from 5.8x for the same
period. In addition, the anticipated debt reduction will benefit
the company's liquidity with an estimated $17 million reduction in
interest expense in 2024. The ratings upgrade is also supported by
Moody's expectations that as a publicly traded company with a
stronger balance sheet, KinderCare will maintain a more moderate
financial policy. The company remains majority owned and controlled
by its existing private equity sponsor, Partners Group, with
ownership at 71%. Exit from this remaining ownership interest
creates event risk related to leveraged share repurchases, but
Moody's also view secondary offerings after applicable lock-up
periods as a potential strategy.
Governance considerations are a key factor in the rating action and
include anticipated lower financial leverage and a more diverse
board and shareholder base. The company remains majority owned and
controlled by Partners Group. Partners Group retained an
approximate 71% ownership interest in the company. As a result, the
G-4 governance score and CIS-4 credit score were not impacted. The
reduction in ownership concentration results in an improvement to
the board structure and policies score to 4 from 5.
RATINGS RATIONALE
KinderCare's B2 CFR broadly reflects the cyclical, highly
fragmented and competitive nature of the childcare and early
childhood education industry. The initial public offering reduced
debt-to-EBITDA leverage to a still high 4.8x (excluding American
Rescue Plan Act grants from EBITDA) as of the 12 months ended June
29, 2024 from 5.8x prior to the transaction. Moody's forecast
debt-to-EBITDA leverage (excluding ARPA grants) will decline to
below 4x in 2025 largely through earnings growth and to a lesser
extent from debt repayment using free cash flow. KinderCare has
received significant ARPA grants related to pandemic stimulus but
these grants are winding down and not expected to reoccur past the
December 31, 2024 deadline to distribute funding. The company's
growing center count and improving occupancy that continues to
recover from pandemic driven drops is partially mitigating the wind
down of stimulus funding. Rising labor rates are an additional
challenge that is pressuring the EBITDA margin.
KinderCare's credit profile is bolstered by its established
position, large scale within the childcare and early childhood
education industry, broad geographic diversity across the US, and
well-recognized brands. Additionally, favorable long-term
demographic factors, such as the increasing percentage of
dual-income families and a heightened focus on early childhood
education, further support the credit profile. Conversely, the
declining US birth rate poses a negative demographic trend for
childcare providers.
KinderCare's SGL-2 Speculative Grade Liquidity rating reflects its
good liquidity supported by its healthy cash balance of $96 million
and access to an undrawn $240 million revolving credit facility
(with $184 million available after giving effect to outstanding
letters of credit as of June 29, 2024), which provides financial
flexibility to fund business needs including continued new center
development and working capital. Moody's expect free cash flow of
$40 to $45 million in 2025 will further support the company's
liquidity. The revolver is subject to a maximum first lien net
debt-to-EBITDA leverage covenant of 6.95x, applicable only when
revolver utilization exceeds 35% (excluding all letters of credit).
Moody's do not expect the springing covenant will be tested given
the company's cash balance and Moody's expectation for positive
free cash flow. However, if tested, Moody's expect ample cushion
within the net first lien leverage test. There are no term loan
financial maintenance covenants.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's view that KinderCare will
continue to grow earnings through improved occupancy, new center
development, and good cost discipline such that leverage declines
over the next 12 to 18 months. Moody's also anticipate that the
company will maintain good liquidity and generate $40 to $45
million of free cash flow in 2025.
The ratings could be upgraded if operating performance and earnings
continue to improve with rising occupancy rates and good cost
management mitigating the wind down of stimulus funding and higher
labor rates. Moody's adjusted debt-to-EBITDA leverage sustained
below 4.25x (excluding ARPA grants), free cash flow-to-debt
sustained above 5% and maintenance of at least good liquidity would
also be necessary for an upgrade. The company would also need to
demonstrate a disciplined approach with respect to acquisitions,
shareholder distributions and share repurchases.
The ratings could be downgraded if there is deterioration in
enrollments because of competition, an increase in unemployment,
operational challenges such as adverse reputational issues, or if
the company is unable to mitigate the wind down of stimulus funding
or higher labor rates. Moody's adjusted debt-to-EBITDA sustained
above 5x, weakening liquidity including lower free cash flow
generation, or debt-funded acquisitions or shareholder
distributions that weaken credit metrics, could also lead to a
downgrade.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
KUEHG Corp. (KinderCare) is a private for-profit provider of early
childhood education in the United States. As of June 29, 2024, the
company operated over 1,500 early childhood education centers and
approximately 900 before- and after-school sites across 40 states
and the District of Columbia. The company is majority owned by a
private equity firm, Partners Group, since 2015. Partners Group
will own approximately 71% of the company following the October
2024 initial public offering. KinderCare generated about $2.59
billion of revenue for the 12 months ended June 29, 2024.
KODIAK TRUCKING: Gets Ok to Use Cash Collateral Until March 2025
----------------------------------------------------------------
Kodiak Trucking, Inc. received approval from the U.S. Bankruptcy
Court for the Eastern District of California to use its cash
collateral until March 31 next year.
The court, presided over by Judge Jennifer Niemann, granted Kodiak
Trucking's request to access funds necessary for its operating
expenses as per the submitted budget. The company can use up to
110% of the budgeted amounts. However, the company is prohibited
from paying pre-bankruptcy claims without further court approval.
The court ordered Kodiak Trucking to maintain a minimum cash
balance and eligible accounts receivable of $983,955.26.
Additionally, the court ordered the company to grant replacement
liens and superpriority claims to eCapital Freight Factoring Corp.,
a secured creditor.
The next hearing is scheduled for March 26 next year.
About Kodiak Trucking
Kodiak Trucking Inc., a company in Bakersfield, Calif., offers
specialized freight trucking services.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-12784) on December
15, 2023, with $1 million to $10 million in both assets and
liabilities. Marco Arambula, chief executive officer, signed the
petition.
Judge Jennifer E. Niemann oversees the case.
Peter Fear, Esq., at Fear Waddell, P.C. represents the Debtor as
legal counsel.
LAMB WESTON: Moody's Alters Outlook on 'Ba2' CFR to Stable
----------------------------------------------------------
Moody's Ratings changed Lamb Weston Holdings, Inc.'s outlook to
stable from positive. At the same time, Moody's affirmed Lamb
Weston's Ba2 Corporate Family Rating, Ba2-PD Probability of Default
Rating, and the Ba3 senior unsecured notes ratings. The SGL-2
speculative grade liquidity rating ("SGL") was unchanged.
The change in outlook to stable reflects Lamb Weston's recent
decline in operating earnings because soft restaurant traffic
trends and customer share losses are resulting in weaker sales
volumes, EBITDA and free cash flow for fiscal 2025 than Moody's had
forecasted when Moody's changed the outlook to positive. Lower
earnings combined with the company's heavy capital spending,
restructuring costs and a sizable dividend are contributing to
negative free cash flow and higher leverage.
The rating affirmation nevertheless reflects that Lamb Weston's
operating performance is likely to improve beyond the fiscal year
ended May 2025 as cost reductions from a recently announced
restructuring plan and investments the company is making to expand
its production capacity begin to be realized. The restructuring
plan is expected to generate approximately $55 million of pre-tax
cost savings in fiscal 2025, but will have a cash impact of $160
million to $200 million in fiscal 2025. The restructuring consists
of closing the company's Connell, Washington facility, temporarily
curtailing production lines and schedules in North America,
reducing approximately 4% of global workforce, and eliminating
unfilled job positions. In addition to the restructuring, Lamb
Weston is in the midst of a multi-year plan to increase
manufacturing capacity, which increased capital expenditures to
nearly $1 billion in fiscal 2024 from roughly $300 million in
fiscal 2022. In fiscal 2025 management plans to spend $750 million
on capital expenditures. Although free cash flow has been negative
as a result of the increase in capital expenditures, Moody's are
forecasting free cash flow to turn positive in fiscal 2026 as
capital expenditures decline and the investments that the company
is making begin to drive higher sales and more operating
efficiency. Good execution is nevertheless necessary to translate
the investments into higher earnings and free cash flow. The
company also remains acquisitive, is operating under its leverage
target and could experience pressure to reduce prices from its
customers due to lower commodity costs.
Although management is forecasting sales growth of 2 to 5 percent
on a constant currency basis for fiscal 2025, driven primarily by
increases in volume, Moody's are forecasting a decline in Moody's
adjusted EBITDA to $1.2 billion in fiscal 2025 from $1.4 billion in
fiscal 2024 that is expected to result in an increase in Lamb
Weston's Moody's adjusted debt to EBITDA to nearly 3.5x in fiscal
2025 from 2.8x at the end of fiscal 2024.
RATINGS RATIONALE
Lamb Weston's Ba2 CFR reflects the company's leading North America
market position and top-tier global market position in value-added
frozen potato products--a category with attractive operating profit
margins and good long-term global growth prospects. The rating is
further supported by the company's improving global manufacturing
and processing diversity, product development capabilities, and
sourcing of potatoes that leads to good product quality. Lamb
Weston's growth initiatives through acquisitions and internal
development lead to periodic increases in debt and leverage, while
dividends and share repurchases consume cash that could otherwise
be used to repay debt and fund growth investments. The company's
target to maintain net debt-to-EBITDA leverage below 3.5x (based on
the company's calculation) provides a governor on such activities,
though the 3x leverage on this basis as of the quarter ended
August 2024 suggests there is some risk that transactions could
push leverage higher. The company's credit profile is constrained
by its narrow business focus, relatively high customer and supply
concentrations, and high capital expenditures. Lamb Weston's debt
is growing due to acquisitions and significant capital spending for
capacity upgrades and other investments such as an ERP upgrade.
Moody's view share repurchases as aggressive while the company is
in the midst of this heavy investment cycle. The company is also
exposed to volatile commodity costs, particularly for potatoes, and
weather or other factors that can negatively affect the quantity
and quality of agricultural commodity inputs.
The company's good liquidity reflects that internal cash sources
and the revolver should provide sufficient funding for operating
needs and debt service. Moody's believe the company's cash balance
of $121 million as of August 25, 2024 and the $1.004 billion of
availability on the $1.5 billion global revolver expiring May 2029
provide ample capacity to meet projected cash needs including the
sizable capital spending program. Moody's expect that the company
will incur a free cash flow deficit of approximately $130 million
in fiscal 2025 and generate approximately $100 million to $200
million in free cash flow in fiscal 2026. Capital expenditures are
expected to be around $750 million in fiscal 2025 and then decline
to about $550 million in fiscal 2026. In addition, Moody's
projections include dividend payments of approximately $200 million
in fiscal 2025 and fiscal 2026. The next major debt maturities
aside from roughly $64 million of annual term loan amortization are
the RMB loan facility ($148 million) due in February 2027 and the
$500 million 4.875% senior notes due May 2028.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectations that Lamb Weston
will maintain good liquidity to fund the sizable current investment
initiatives, and that the company will restore positive free cash
flow in fiscal 2026. Moody's also assume in the stable outlook that
Lamb Weston's margins will improve in fiscal 2026 because it will
gain efficiencies from the restructuring initiatives, benefit from
utilization of the expanded production capacity and that end
customer demand will stabilize.
Ratings could be upgraded if Lamb Weston sustains organic revenue
growth, maintains or improves its EBITDA margin, generates
consistent and comfortably positive free cash flow, and sustains
debt/EBITDA below 4.0x. The company would also need to maintain
financial policies that would sustain these credit metrics.
Ratings could be downgraded if the company's operating performance
deteriorates due to factors such as pricing or volume pressure from
customers, an inability to mitigate inflationary cost increases, or
execution challenges with the significant capital investments.
Debt-funded acquisitions or shareholder distributions, debt/EBITDA
sustained above 5.0x, or a deterioration in liquidity could also
lead to a downgrade.
The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.
Lamb Weston Holdings, Inc., based in Eagle, Idaho, manufactures and
sells value-added frozen potato products. The company's products,
which include french fries and other cut, chopped, and formed
potato products, are primarily sold to restaurant chains and
foodservice distributors. Annual net sales for the publicly traded
company (NYSE: LW) are approximately $6.5 billion.
LEFEVER MATTSON: U.S. Trustee Appoints Creditors' Committee
-----------------------------------------------------------
The U.S. Trustee for Region 17 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of LeFever
Mattson a California corporation, and its affiliates.
The committee members are:
1. Lull Family Living Revocable Trust
Richard Lull
14 Westport
Manhattan Beach, CA 90266
Phone: (310) 617-7883
Email: richard@picolull.com
2. Mullin Family Trust
John & Kathleen Mullin
807 Reading Way
Vacaville, CA 95687
Phone: (707) 454-9893
Email: dadzboss@sbcglobal.net
mullineight@sbcglobal.net
3. Charles Edgar
4. Umbriac & Tubley Family Trust
Mae Umbriac & Andrew Tubley
1500 First Street, Suite 200
Napa, CA 94559
Phone: 707-261-7000
Facsimile: (707) 340-7239
Email: ridell@dpf-law.com
5. Walter Schenk
6. Manfred K. Fischer Trust
Michaela M. Katari
132 Pheasant Court
Alamo, CA 94507
Phone: (925) 788-2559
Email: michaela.kitari@gmail.com
7. Servpro Vacaville
69 Commerce Place
Vacaville, CA 95687
Phone: (707) 724-8977
Email: office@servprovacaville.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About LeFever Mattson
LeFever Mattson, a California corporation, manages a large real
estate portfolio. Timothy LeFever and Kenneth W. Mattson each owns
50% of the equity in the company. Based in Citrus Heights, Calif.,
LeFever Mattson manages a portfolio of more than 200 properties,
comprised of commercial, residential, office, and mixed-use real
estate, as well as vacant land, located throughout Northern
California, primarily in Sonoma, Sacramento, and Solano Counties.
It generates income from the properties through rents and use the
proceeds to fund its operations.
LeFever Mattson and its affiliates filed voluntary Chapter 11
petitions (Bankr. N.D. Calif. Lead Case No. 24-10545) on September
12, 2024. At the time of the filing, LeFever Mattson listed $100
million to $500 million in assets and $10 million to $50 million in
liabilities.
Judge Charles Novack oversees the cases.
Thomas B. Rupp, Esq., at Keller Benvenutti Kim LLP represents the
Debtors as counsel. Kurtzman Carson Consultants, LLC is the
Debtors' claims and noticing agent.
LIMETREE BAY: Port Hamilton Suit Moved to Texas Federal Dist. Court
-------------------------------------------------------------------
In the case captioned as PORT HAMILTON REFINING AND TRANSPORTATION,
LLLP, Plaintiff, v. NATIONAL INDUSTRIAL SERVICES, LLC, Defendant,
Civil Action No. 2024-0023 (D.V.I.), Judge Wilma A. Lewis of the
District Court of the Virgin Islands will grant in part and deny in
part NIS' Motion to Transfer Venue. The case will be transferred to
the United States District Court for the Southern District of Texas
for appropriate action and the ultimate determination of subject
matter jurisdiction. In light of the transfer, the Court will deny
as moot Port Hamilton's Motion to Extend Temporary Restraining
Order, NIS' Motion to File Sur-Reply, and Port Hamilton's Motion to
Remand, to the extent that they relate to this Court's adjudication
of the issues raised.
Port Hamilton initiated this action on August 20, 2024, in the
Superior Court of the Virgin Islands, which NIS sought to remove to
the "Bankruptcy Division of the United States District Court for
the Virgin Islands, Division of St. Croix" on September 18, 2024.
Two days later, NIS filed a Motion to Transfer Venue, requesting
that the Court transfer venue "pursuant to 28 U.S.C. Sec. 1412 from
the District Court of the Virgin Islands to the United States
Bankruptcy Court for the Southern District of Texas." NIS argues,
inter alia, that the Complaint relates to a bankruptcy proceeding
from the United States Bankruptcy Court for the Southern District
of Texas, and that as such, the United States Bankruptcy Court for
the Southern District of Texas is the proper venue for hearing this
matter.
Specifically, Port Hamilton argues in its Complaint filed in the
Superior Court that as part of its purchase of all of the assets of
Limetree Bay Refining, LLC, pursuant to a Sale Order entered by the
U.S. Bankruptcy Court for the Southern District of Texas on January
21, 2022, it purchased a right to repurchase millions of dollars of
scaffolding LBR had previously sold to NIS. Port Hamilton alleges
that this repurchase right was fraudulently cancelled by an LBR
independent contractor, Paul Falterman, on May 20, 2019, who
allegedly sold NIS millions of dollars of LBR's scaffolding for one
dollar. Port Hamilton asserts that Falterman did not have authority
to sell the scaffolding. Port Hamilton further asserts that NIS has
removed -- and is removing -- scaffolding that it had the right to
repurchase, and it in fact exercised that right on July 26, 2024.
Port Hamilton also alleges that LBR had purchased millions of
dollars of scaffolding from NIS before the May 20, 2019
transaction, which was not sold pursuant to that transaction.
According to Port Hamilton, based on its purchase in the Bankruptcy
Court, that scaffolding is now its property. Port Hamilton had also
filed a Motion for a Temporary Restraining Order in the Superior
Court on the same date that it filed its Complaint. The Superior
Court granted that Motion, on August 23, 2024. The Temporary
Restraining Order:
(1) prohibited NIS from shipping any scaffolding it had removed
from Port Hamilton's or Limetree Bay's property; and (2) required
NIS to keep all scaffolding or scaffolding-related equipment that
it had removed from St. Croix since May 1, 2021, in its present
location in a safe and secure manner.
NIS, however, contests that the Superior Court has jurisdiction to
hear the case because it argues that the case arises in or is
related to a case under the federal Bankruptcy Code, i.e., Title
11, United States Code, and therefore the United States Bankruptcy
Court for the Southern District of Texas has jurisdiction under 28
U.S.C. Sec. 1334. NIS asserts that the U.S. Bankruptcy Court for
the Southern District of Texas is the proper court to decide this
case because whatever property or contractual rights Port Hamilton
acquired to the scaffolding at issue were acquired pursuant to a
Sale Order issued by that court. NIS further asserts that
bankruptcy courts "maintain jurisdiction to construe their own
orders." NIS also explains that in its Sale Order the Bankruptcy
Court for the Southern District of Texas included a provision in
which it states that it retains jurisdiction to "among other
things, interpret, enforce, and implement the terms and provisions
of this Sale Order."
After weighing the relevant factors under Section 1412, the
District Court of the Virgin Islands concludes that transfer is
warranted because the District of the Virgin Islands is not the
appropriate venue for the ultimate determination of whether subject
matter jurisdiction exists over the claims in the Complaint.
Rather, a transfer to the Southern District of Texas is warranted,
as the United States Bankruptcy Court for the Southern District of
Texas is in the best position to assess whether the Complaint
arises out of or relates to a bankruptcy proceeding, or
alternatively is a Virgin Islands Superior Court matter.
According to the District Court of the Virgin Islands, the home
court presumption, the "principal" factor in the interests of
justice analysis weighs heavily in favor of transfer. Judge Lewis
explains, "The claims raised in Port Hamilton's Complaint are
allegedly related to a Sale Order entered by the United States
Bankruptcy Court for the Southern District of Texas. Port Hamilton
either purchased a repurchase right to scaffolding owned by NIS
through the Sale Order issued by the U.S. Bankruptcy Court for the
Southern District of Texas or it did not. And it is for the
Southern District of Texas to decide whether to opine on what was
purchased or how to otherwise facilitate the resolution of the
issues raised. Thus, the Southern District of Texas is the home
court, and there exists a presumption in favor of transfer to this
venue. The home court presumption is particularly strong under the
circumstances present here, as the District Court of the Virgin
Islands 'has no interest in the proceedings but is the court to
which the removal law required the case to be removed' and 'nobody
actually wants this case to remain in this Court.'"
The District Court of the Virgin Islands finds other Section 1412
factors fall far short of rebutting the home court presumption.
First, the economics of estate administration and judicial
efficiency are both furthered by transfer to the Court with
familiarity over the estate and corresponding bankruptcy
proceedings. NIS argues that based on the size of the asset, i.e.,
the scaffolding, it will be required to litigate the matter before
the Bankruptcy Court for the Southern District of Texas and the
District Court of the Virgin Islands if the case were not
transferred. Thus, these factors weigh in favor of transfer, the
District Court of the Virgin Islands concludes.
A copy of the Court's decision is available at
https://urlcurt.com/u?l=BiUZt5
About Limetree Bay
Limetree Bay Energy is a large-scale energy complex strategically
located in St. Croix, U.S. Virgin Islands. The complex consists of
Limetree Bay Refining, a refinery with peak processing capacity of
650 thousand barrels of petroleum feedstock per day, and Limetree
Bay Terminal, a 34-million-barrel crude and petroleum products
storage and marine terminal facility serving the refinery and
third-party customers.
Limetree Bay Refining, LLC, restarted operations in February 2021,
and is capable of processing around 200,000 barrels per day. Key
restart work at the site began in 2018, including the 62,000
barrels per day modern, delayed Coker unit, extensive
desulfurization capacity, and a reformer unit to produce clean,
low-sulfur transportation fuels. The restart project provided much
needed economic development in the U.S.V.I. and created more than
4,000 construction jobs at its peak.
Limetree Bay Refining, LLC and its affiliates sought
Chapter 11 protection on July 12, 2021. The lead case is In re
Limetree Bay Services, LLC (Bankr. S.D. Texas Case No. 21-32351).
Limetree Bay Terminals, LLC did not file for bankruptcy.
In the petitions signed by Mark Shapiro, chief restructuring
officer, Limetree Bay Services disclosed up to $10 million in
assets and up to $50,000 in liabilities. Limetree Bay Refining
estimated up to $10 billion in assets and up to $1 billion in
liabilities.
The Debtors tapped Baker & Hostetler LLP as bankruptcy counsel,
Beckstedt & Kuczynski LLP as special counsel, and GlassRatner
Advisory & Capital LLC, doing business as B. Riley Advisory
Services, as restructuring advisor. Mark Shapiro of GlassRatner is
the Debtors' chief restructuring officer.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' cases on July 26, 2021.
Pachulski Stang Ziehl & Jones, LLP and Conway MacKenzie, LLC serve
as the committee's legal counsel and financial advisor,
respectively.
405 Sentinel, LLC serves as administrative and collateral agent for
the DIP lenders.
About Tiger Oak Media
Tiger Oak Media, Incorporated, is a regional and national publisher
of books, magazines, media and events that appeal to targeted
audiences.
Tiger Oak Media sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Minn. Case No. 19-43029) on
Oct. 7, 2019. In the petition signed by its CEO Craig Bednar, the
Debtor was estimated to have assets of less than $50,000 and
liabilities of less than $10 million.
The Hon. Michael E. Ridgway is the case judge.
The Debtor tapped Steven Nosek, Esq. and Yvonne Doose, Esq., as
bankruptcy attorneys; Lurie, LLP as accountant; and Integrated
Consulting Services, LLC as financial consultant.
The U.S. Trustee for Region 12 appointed creditors to serve on the
official committee of unsecured creditors on Oct. 22, 2019. The
committee tapped Bassford Remele, P.A., as its legal counsel, and
Platinum Management, LLC as its financial advisor.
Choice Financial Group, as Lender, is represented by Manty &
Associates, PA.
LODGING ENTERPRISES: Seeks to Extend Exclusivity to April 22, 2025
------------------------------------------------------------------
Lodging Enterprises, LLC, asked the U.S. Bankruptcy Court for the
District of Kansas to extend its exclusivity periods to file a plan
of reorganization and obtain acceptance thereof to April 22, 2025
and June 21, 2025, respectively.
The Debtor contends that good grounds exist for approval of an
extension of exclusivity. Debtor has not engaged in any pattern of
delay in this case and is not seeking this extension as a
negotiating tactic to impede the conclusion of the case or leverage
creditors with an unreasonable plan of reorganization. To the
contrary, this request is intended to maintain a framework
conducive to an orderly, efficient and cost-effective resolution of
this case.
The Chapter 11 case has been on file for less than four months and
this Motion therefore constitutes Debtor's first request for an
extension of exclusivity.
The Debtor explains that it has addressed and, to some extent,
continues to address various issues. The Debtor has successfully
engaged with its major creditor constituencies (i.e. the
prepetition lender and the Unsecured Creditors Committee) in
establishing a firm basis for post-petition business operations
through consensual budgets and corresponding authorization for the
use of cash collateral.
The Debtor asserts that denial of the requested extension of
exclusivity could impair its administration of this Chapter 11 case
and potentially undermine the substantial efforts of Debtor's
management and professionals to stabilize business operations and
explore restructuring options to preserve the value of the business
enterprise.
Lodging Enterprises, LLC is represented by:
Jonathan Margolies, Esq.
SEIGFREID & BINGHAM, P.C.
2323 Grand Boulevard Suite 1000
Kansas City, MO 64108
Tel: (816) 265-4195
Fax: (816) 474-3447
Email: jmargolies@sb-kc.com
- AND -
Timothy A. ("Tad") Davidson II, Esq.
Brandon Bell, Esq.
Kaleb Bailey, Esq.
HUNTON ANDREWS KURTH LLP
600 Travis Street, Suite 4200
Houston, TX 77002
Phone: (713) 220-4200
Email: taddavidson@HuntonAK.com
bbell@HuntonAK.com
kbailey@HuntonAK.com
- AND -
Jason W. Harbour, Esq.
HUNTON ANDREWS KURTH LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
Phone: (804) 788-8200
Email: jharbour@HuntonAK.com
About Lodging Enterprises
Founded in 1984, Lodging Enterprises, LLC, a company in Wichita,
Kansas, offers a full suite of crew accommodations, specializing in
24-hour food, lodging and hospitality services. A large segment of
the company's clientele are composed of railroad, and other
transportation-industry workers for whom it is essential that
lodging is available. The company owns and operates 44
Wyndham-branded hotels and 27 restaurants located in 23 states
across the country.
Lodging Enterprises filed Chapter 11 petition (Bankr. D. Kan. Case
No. 24-40423) on June 26, 2024, with $100 million to $500 million
in both assets and liabilities.
Jonathan Margolies, Esq., at SEIGFREID & BINGHAM, P.C., is the
Debtor's counsel.
LORDSTOWN MOTORS: Court Narrows Claims in Hon Hai, et al. Suit
--------------------------------------------------------------
In the case captioned as Lordstown Motors Corp. and Lordstown EV
Corporation, Plaintiffs, v. Hon Hai Precision Industry Co., Ltd
(a/k/a Hon Hai Technology Group), Foxconn EV Technology, Inc.,
Foxconn Ventures Pte. Ltd., Foxconn (Far East) Limited, and Foxconn
EV System LLC, Defendants, Adv. No. 23-50414(MFW) (Bankr. D. Del.),
Judge Mary F. Walrath of the United States Bankruptcy Court for the
District of Delaware will grants in part and denies in part
Defendants' Motion to Dismiss, or in the alternative, to compel
arbitration and stays the Plaintiffs' Complaint which asserts
claims related to the parties' prior business dealings.
On June 27, 2023, LMC and its affiliates filed petitions for relief
under chapter 11 of the Bankruptcy Code. On that same day, the
Plaintiffs commenced the instant adversary proceeding against the
Defendants. The Debtors sold substantially all of their physical
assets during the bankruptcy case, and the Court confirmed the
Debtors' plan of reorganization which vested certain of the
Debtors' causes of action (including this adversary proceeding) in
the Reorganized Debtors.
Prior to the bankruptcy filing, the Debtors had developed and
manufactured a line of full-size electric pickup trucks at a plant
in Lordstown, Ohio, which the Debtors had purchased from General
Motors in 2019. While the Debtors at one point had been valued at
$5.3 billion, the bankruptcy sale of their remaining assets
generated only $10 million.
The Plaintiffs blame their misfortunes on the Defendants. The gist
of the Plaintiffs' Complaint is that the Defendants induced the
Plaintiffs to enter into a series of agreements, promising support
through investment and expertise, while harboring the intent to
acquire the Plaintiffs' most valuable asset, their manufacturing
plant, for themselves without fulfilling those promises.
The Plaintiffs allege that the Defendants subsequently delayed
executing a partnership agreement. On May 11, 2022, only after the
Plaintiffs raised their concerns, the Defendants finally executed a
Joint Venture Agreement with the Plaintiffs and closed the sale of
the plant under the APA. On that same day, the parties executed a
Contract Manufacturing Agreement whereby Foxconn System agreed to
manufacture the Endurance at the Plant for a fee per vehicle, in
accordance with the LMC designs and with components approved by
LMC. The CMA required Foxconn System to use commercially reasonable
efforts to negotiate better terms with the Plaintiffs' suppliers
and to take advantage of sourcing synergies.
The Plaintiffs allege that the Defendants did not fulfill their
obligations under the JVA and obstructed the Plaintiffs' efforts to
develop the EV vehicle program contemplated by the parties. After
the Plaintiffs complained about the Defendants' breaches of the
JVA, the parties entered into a new agreement to reflect the
Defendants' agreement to invest in the EV program. Instead of
investing in a joint venture, the investment agreement contemplated
purchases of LMC stock by FVP. The initial investment occurred on
November 22, 2022. Additional purchases of stock by FVP were
subject to approval by the Committee on Foreign Investment in the
United States. The Plaintiffs allege that the Defendants delayed
requesting that approval. Ultimately, on April 24, 2023, the
Defendants did receive approval for the additional investment, but
by then the Plaintiffs' stock price had plummeted due to the
uncertainty of its business dealings with the Defendants. The
Plaintiffs allege that the Defendants used this as a pretext to
attempt to improperly terminate the agreement.
After realizing that the Defendants never intended to fulfill their
obligations, the Plaintiffs filed their bankruptcy petitions and
the Complaint.
The Complaint contains eleven counts: seven for breach of contract,
two for fraud, one for tortious interference with contract, and one
seeking equitable subordination of the
Defendants' claims and equity interests pursuant to section 510(c)
of the Bankruptcy Code.
The Defendants ask the Court to dismiss (or stay) all of the claims
in the Complaint due to the existence of enforceable arbitration
provisions in the JVA and the CMA. In the alternative, the
Defendants ask the Court to dismiss all of the claims for failure
to state a claim.
The Defendants base their Motion to Dismiss on Rule 12(b)(6), which
provides for dismissal for "failure to state a claim upon which
relief can be granted."
The Defendants argue initially that the Court should compel
arbitration of all claims in the Complaint pursuant to mandatory
arbitration clauses contained in the JVA and the CMA. They argue
that there is a liberal federal policy favoring arbitration
agreements evidenced by the Federal Arbitration Act which provides
that arbitration agreements "shall be valid, irrevocable, and
enforceable."
In the event the Court determines that arbitration is not mandated
for all of the claims of the Complaint, the Defendants assert that
the Court should stay the non-arbitrable claims pending arbitration
of the other claims.
The Plaintiffs argue that neither arbitration nor a stay is
mandated in this case for several reasons.
The Court will dismiss Counts Six and Nine because they are subject
to valid arbitration provisions but will deny the Defendants'
request to stay this adversary proceeding pending arbitration of
those claims. Finally, the Court will deny the Motion to Dismiss
with respect to all other Counts of the Complaint.
A copy of the Court's decision is available at
https://urlcurt.com/u?l=t9bXyx
About Lordstown Motors Corp.
Lordstown Motors Corp. -- http://www.lordstownmotors.com/-- was an
electric vehicle OEM developing innovative light duty commercial
fleet vehicles, with the Endurance all electric pickup truck as its
first vehicle. It has engineering, research and development
facilities in Farmington Hills, Mich. and Irvine, Calif.
On June 27, 2023, Lordstown Motors Corp. and two affiliated debtors
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10831). The cases
are pending before Judge Mary F. Walrath.
The Debtors tapped White & Case, LLP and Richards, Layton & Finger,
P.A., as bankruptcy counsels; Baker & Hostetler, LLP as special
counsel; Jefferies, LLC as investment banker; KPMG, LLP as auditor;
and Silverman Consulting as restructuring advisor. Kurtzman Carson
Consultants, LLC is the Debtors' claims and noticing agent and
administrative advisor.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtors' Chapter
11 cases. The committee tapped Troutman Pepper Hamilton Sanders,
LLP, as legal counsel and Huron Consulting Group Inc. as financial
advisor.
In October 2023, Lordstown Motors received Bankruptcy Court
approval to sell its manufacturing assets to a new company
affiliated with its founder and former CEO Stephen Burns for $10.2
million. LAS Capital, majority-owned by Burns, acquired the
Debtors' intellectual property, business records, and machinery
including assembly lines for electric vehicle motors and batteries.
The Debtors later renamed to Nu Ride Inc.
The Court on March 6, 2024, confirmed the Debtors' Third Modified
First Amended Joint Chapter 11 Plan. The Plan was declared
effective on March 14, 2024.
MATTHEW SAND: Seeks to Hire J.M. Cook P.A. as Counsel
-----------------------------------------------------
Matthew Sand & Gravel, Inc., seeks approval from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to
employ J.M. Cook, P.A. as counsel.
The firm will provide these services:
a. prepare on behalf of the Debtor, necessary applications,
complaints, answers, orders, reports, motions, notices, plan of
reorganization, disclosure statement and other papers necessary in
Debtor's reorganization case;
b. assist the Debtor in evaluating the legal basis for, and
effect of, the various pleadings that will be filed in the Chapter
11 case by the Debtor and other parties in interest;
c. perform all necessary legal services in connection with the
Debtor's reorganization, including Court appearances, research,
opinions and consultations on reorganization options, direction and
strategy.
d. assist the Debtor in preparing the monthly operating reports
and evaluating and negotiating the Debtor's or any other party's
Plan of Reorganization and any associated Disclosure Statement;
e. commence and prosecute any and all necessary and appropriate
actions and/or proceedings on behalf of the Debtor; and
f. perform all other legal services for the Debtor which may be
necessary and proper in these proceedings and in keeping with his
fiduciary duty.
The firm will be paid at these rates:
Legal $300 per hour
paralegal $175 per hour
The firm will be paid a retainer in the amount of $10,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
J.M. Cook, Esq., a partner at J.M. Cook, P.A., 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:
J.M. Cook. Esq.
J.M. Cook, P.A.
5886 Faringdon Place Suite 100
Raleigh, NC 27609
Tel: (919) 675-2411
Fax: (919) 882-1719
Email: J.M.Cook@jmcookesq.com
About Matthew Sand & Gravel, Inc.,
Matthew Sand & Gravel, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. D.N.C. Case No. 24-03237-5) on September 18, 2024. The
Debtor hires J.M. Cook, P.A. as counsel.
MAX SALAS: Court Affirms Rulings in Brekelmans, et al. Case
-----------------------------------------------------------
In the adversary proceeding captioned as NICOLAAS BREKELMANS AND
GAIL GREGORY BREKELMANS, CO-PERSONAL REPRESENTATIVES OF THE ESTATE
OF NINA BREKELMANS, and MICHAEL MCLOUGHLIN AND MARTHA JOHNSON,
COPERSONAL REPRESENTATIVES OF THE ESTATE OF MICHAEL PATRICK
LOUGHLIN, Plaintiffs/Appellants/Cross-Appellees, v. MAX SALAS,
Defendant/Appellee/Cross-Appellant, Case No. 3:23-cv-00987 (M.D.
Tenn.), Judge Aleta A. Trauger of the United States District Court
for the Middle District of Tennessee:
(a) denied the cross-appeals from a judgment in a bankruptcy
adversary proceeding;
(b) affirmed the Bankruptcy Court's May 24, 2023 Order (i) denying
the plaintiffs' Motion for Summary Judgment as to Counts I, II, and
VI of the plaintiffs' Complaint, (ii) granting defendant Max Salas'
Motion for Summary Judgment on Counts IV and V of the Complaint,
and (iii) denying the defendant's motion as to Counts I, II, III,
and VI; and
(c) affirmed the Bankruptcy Court's August 16, 2023 Order Denying
Plaintiffs' Motion to Alter or Amend Under Fed. R. Bankr. P. 9023.
Specifically, these cross-appeals are from the Bankruptcy Court's
May 24, 2023 Order denying the plaintiffs' Motion for Summary
Judgment as to Counts I, II, and VI of the plaintiffs' Complaint
and granting defendant Max Salas' Motion for Summary Judgment on
Counts IV and V of the Complaint and from the Bankruptcy Court's
August 16, 2023 Order Denying Plaintiffs' Motion to Alter or Amend
Under Fed. R. Bankr. P. 9023. The Bankruptcy Court's Orders will be
affirmed.
This case has a very convoluted, as well as heartbreaking, history.
In 2015, a fire broke out at 1610 Riggs Place, NW, Washington, D.C.
Two individuals renting rooms at the
Property, Nina Brekelmans and Patrick McLoughlin, died in the fire,
and Max Salas, who also lived at and managed the Property, was
seriously injured. On October 20, 2015, the plaintiffs herein, as
the parents of the decedents and personal representatives of their
estates, filed two separate wrongful death actions against Max
Salas, as the manager of the Property, and his son, Len Salas, as
owner of the Property, in the Superior Court for the District of
Columbia
Less than two weeks before trial, Len Salas filed an "emergency"
motion for summary judgment, in support of which he produced, for
the first time, a copy of a 2010 trust and quitclaim deed. Len
Salas sought judgment in his favor on the basis that Max Salas was
the real owner of the Property. His motion was denied, and the
Superior Court declined to consider Len Salas' new evidence at
trial, based on the belated filing.
On April 10, 2019, the Trustee in debtor Len Salas's Bankruptcy
Case filed a "Motion to Sell Property" belonging to Len Salas,
specifically described as "any and all claims and interests of the
bankruptcy estate or the Chapter 7 trustee to the certain real
estate located at 1619 Riggs Place, NW, Washington, DC 20009,"
i.e., the Property, "such legal and equitable interest in the real
estate having been possessed by Max Salas" pursuant to the D.C.
Bankruptcy Court's September 25, 2018 ruling on Max Salas'
homestead exemption. The claims and interests the Trustee sought to
sell specifically included the Trustee's "rights to pursue a cause
of action against Max Salas under the trustee's avoidance powers."
The motion proposed to sell the claims to Ron Salas, defendant Max
Salas' other son, for $10,000. Over the objections of the
plaintiffs and the U.S. Trustee, the Bankruptcy Court granted the
motion but required the Trustee to provide notice of the sale to
all interested parties and potential buyers and, if alternative
bids were received, to conduct an auction. Because there were
alternative bids, the auction took place, and the plaintiffs
ultimately purchased the estate's interest in "any potential
avoidance actions against Max Salas and/or his bankruptcy estate
under 11 U.S.C. Secs. 544, 545, 547, 548, 549, and 553 as related
to the Property" for $156,000.
Having purchased the Trustee's interest in "any potential avoidance
actions against Max Salas and/or his bankruptcy estate," the
plaintiffs initiated the Adversary Proceeding against Max Salas by
filing their Complaint to Avoid Transfers and Recover Property in
the Tennessee Bankruptcy Court. After finding that the plaintiffs
lacked standing to pursue the Trustee's avoidance actions on their
own behalf, the Bankruptcy Court permitted them to amend the
Complaint to assert the same claims in a derivative capacity on
behalf of the Len Salas bankruptcy estate, essentially stepping
into the shoes of the Trustee.
The Amended Complaint contains six counts: three seeking recovery
under 11 U.S.C. Sec. 544(a) (Counts I, II, and III), one under Sec.
548 (Count IV), one under 11 U.S.C. Sec. 544(b) and D.C. Code Secs.
28-3104 and 28-3105 (Count V), and one under 11 U.S.C. Sec. 550
(Count VI). The plaintiffs filed their Motion for Summary Judgment
in the Bankruptcy Court in July 2022, seeking judgment on all
claims except Count III and the "actual fraud" portion of Counts IV
and V. The Bankruptcy Court initially denied the motion after oral
argument on November 8, 2022, finding that material factual
disputes precluded summary judgment for either party, and set the
matter for trial.
The defendant thereafter filed his own Motion for Summary Judgment
and supporting Memorandum, seeking judgment in his favor on all
counts in the Amended Complaint, and the plaintiffs filed a
Supplemental Memorandum and a Second Supplemental Memorandum in
support of their Motion for Summary Judgment. Following the hearing
conducted on March 21, 2023, the Bankruptcy Court issued a written
Memorandum Opinion and Order, denying the plaintiffs' Motion for
Summary Judgment altogether and denying Max Salas' Motion for
Summary Judgment as to Counts I, II, III, and VI but granting it on
Counts IV and V.
The plaintiffs promptly filed a Motion to Alter or Amend, under
Rule 9023 of the Federal Rules of Bankruptcy Procedure and Rule 59
of the Federal Rules of Civil Procedure, in which they essentially
reargued every point made in the summary judgment filings. The
Bankruptcy Court, after conducting a hearing, denied the motion.
The court thereafter granted the parties leave to pursue this
interlocutory appeal.
The plaintiffs identify eleven issues on appeal, many of which are
duplicative. The court distills the issues raised by the plaintiffs
as follows:
(1) Whether the "inquiry notice" issue raised in Counts I, II, and
III of the Complaint may be resolved as a matter of law on the
undisputed facts;
(2) Whether the Bankruptcy Court erred in granting summary
judgment to defendant Max Salas on Counts IV and V of the
Complaint, based upon its finding that the D.C. Bankruptcy Court's
determination that the 2010 Quitclaim Deed validly conveyed to Max
Salas the legal and beneficial interests in the Property, for
purposes of D.C.'s homestead exemption, had preclusive effect on
the plaintiffs' claims in this case; and
(3) Whether the Bankruptcy Court erred as a matter of law in
holding, in the alternative, that defendant Max Salas was entitled
to summary judgment on Counts IV and V because debtor Len Salas
holds only bare legal title to the Property.
COUNTS IV AND V
In Counts IV and V, the plaintiffs assert that the conveyance from
Len Salas to Max Salas by the 2010 Quitclaim Deed was a fraudulent
conveyance under 11 U.S.C. Sec. 548(a) and under state law, D.C.
Code Sec. 3104 et seq., and, as such, avoidable under 11 U.S.C.
Sec. 544(b)(1). The Bankruptcy Court found both that the plaintiffs
were collaterally estopped from relitigating the issue of Max
Salas' ownership of the Property and that, even if collateral
estoppel did not apply, Len Salas clearly held no more than bare
legal title to the Property, as a result of which the plaintiffs'
claims under Secs. 548 and 541(b) failed as a matter of law.
The District Court points out because Len Salas owned only bare
legal title, his purported transfer of the Property cannot be
recovered under 11 U.S.C. Sec. 548. For that reason, Max Salas is
entitled to summary judgment on the plaintiffs' claims under Sec.
548(a)(1) and state law—except insofar as the plaintiffs allege
actual fraud under Sec. 548(a)(1)(A), as neither party moved for
summary judgment on the actual fraud claim, the District Court
concludes.
Moreover, because Len Salas held only bare legal title in the
Property, the District Court has no need to consider whether
collateral estoppel applies in this case.
COUNTS I, II, III, and IV
Neither collateral estoppel nor Len's status as the holder of bare
legal title bars the "strongarm" claims under Sec. 544(a). The
plaintiffs moved for summary judgment on Counts I and II (which
rely on Sec. 544(a)(3) and (a)(1), respectively). The defendant
moved for summary judgment on Counts I, II, III (which relies on
Sec. 544(a)(2)), and VI. The Bankruptcy Court denied summary
judgment on Counts I and II, finding that a material factual
dispute made resolution on summary judgment improper. It denied
summary judgment on Count III as well, noting that the defendant
had not presented any substantive argument to support summary
judgment on that claim. As neither party raises specific exceptions
to that conclusion, they have effectively waived any objection to
the denial of summary judgment as to Count III. Regarding Counts I
and II, the parties agree that the same analysis applies to both
claims, and they do not contest the basic parameters of the
applicable law.
For purposes of this appeal, Max Salas asserts that the fact that
the plaintiffs filed a judgment lien in the chain of title to the
Property was sufficient to "put the world on inquiry notice of the
Defendant's ownership interest in the Property" and, standing
alone, should have resulted in summary judgment in his favor on
Counts I, II, and VI. He further argues that this fact, coupled
with the other facts, especially Max Salas' occupation and
possession of the Property, clearly establish that "any reasonable
third party would have had inquiry notice," thus precluding the
plaintiffs' right of recovery under Sec. 544(a)(1) and (3).
The District Court is not persuaded by this argument.
Judge Trauger says, "Here, the Bankruptcy Court did not err in
finding that summary judgment was not available to either party."
She explains, "While the facts on which both parties rely are
essentially undisputed, which facts are more probative and how much
investigation would have been reasonable under the circumstances
are disputed questions of fact. The court finds, in short, that
there is a material factual dispute as to whether a reasonable
person, under the circumstances of this case, would have been
placed on inquiry notice of Max Salas' claims to the Property. In
particular, the fact of Max Salas' long-term and open occupation of
the premises, coupled with the recorded judgments against both him
and Len Salas might have been sufficient to cause a reasonable
purchaser to inquire further. But even if a reasonable purchaser
was required to inquire further, there remains a question of how
much further. The Bankruptcy Court's denial of summary judgment as
to Counts I, II, III, and VI of the plaintiffs' Complaint will be
affirmed."
A copy of the Court's decision is available at
https://urlcurt.com/u?l=9pJRy1
Max E. Salas filed for Chapter 11 bankruptcy protection (Bankr.
D.D.C. Case No. 18-00260) on April 18, 2018, listing under $1
million in both assets and liabilities. The Debtor is represented
by Marc Elliott Albert, Esq., at Stinson Leonard Street LLP.
MBMG HOLDING: In Chapter 11 to Sell to Humana Unit for $45-Mil.
---------------------------------------------------------------
South Florida-based health care network MBMG Holding, LLC (d/b/a
Clinical Care Medical Centers) has filed for Chapter 11 bankruptcy
protection with a deal to sell nearly all of its assets to a
company owned by Humana Inc.
Clinical Care is an independent primary care and integrated
physician group focused on value-based, multi-specialty healthcare
services. It delivers high-quality health and wellness services
across 26 primary care centers in Florida, with half of those
centers being in Miami-Dade County.
The company employs more than 800 mostly bilingual employees and
independent contractors who serve 35,000 patients, most of who
qualify for Medicare or Medicaid, are non-English speaking and live
in economically disadvantaged and minority communities.
The Company was founded in 1997 as Miami Beach Medical Group. Over
the years since its founding, MBMG made several acquisitions. In
December 2016, Gauge Capital purchased a controlling interest in
MBMG. Four years later, in December 2020, a Sun Capital Partners,
Inc. affiliate purchased MBMG, with a combination of Sun Capital's
own capital contributions and loans from affiliates of KKR & Co.
Inc. After Sun Capital's purchase, it rebranded MBMG as Clinical
Care Medical Centers. In June 2021, the Company acquired Florida
Family Primary Care Centers, thereby expanding its presence into
Central Florida and growing its Medicaid business.
As of the bankruptcy filing, the Debtor had total secured funded
debt obligations of $447.7 million, with $252.1 million owing under
the First Lien Credit Agreement (approximately $17.0 million under
the Revolving Credit Facility, approximately $201.3 million under
the First Lien Term Loans, and approximately $33.8 million under
the Delay Draw Term Loan) and $195.6 million outstanding under a
second lien note agreement. The Debtors also have $31.4 million
owing on an unsecured note, and trade payables totaling $2.0
million.
Marketing Process
The special committee of the Board of Managers of Sun MBMG GP
initially retained Oppenheimer & Co. Inc. as investment banker in
September 2023 to, among other things, market the Debtors' assets
for sale. No transaction was achieved during the initial marketing
process and Oppenheimer’s services were terminated in March
2024.
Oppenheimer was subsequently re-engaged on June 28, 2024, to market
the Debtors' assets for sale a second time. After extensive
marketing efforts, the only viable proposal was that submitted by
Conviva Care Centers, part of Humana's Primary Care Organization.
Pursuant to the Purchase Agreement, Conviva Medical Center
Management, LLC, will purchase substantially all assets of the
Debtors (excluding cash on hand and accounts receivable) for a
total purchase price of $45 million. The Purchase Agreement
represents the highest and best offer received to date for the
Debtors' assets. Given the vast breadth of the prepetition
marketing and sale process, there does not appear to be any other
potential purchaser that would be willing or able to purchase the
Debtors' assets for more than the Buyer, and certainly not for more
than the $448 million in secured debt owed to KKR and Sun Capital.
Moreover, since its founding, the Debtors have worked closely with
Humana and its affiliates, including Conviva. For example, MBMG
and Care Plus, a Humana affiliate, both were founded in South
Florida and have worked together ever since. Conviva currently
operates primary care centers in several states. As such, the
Buyer knows the Debtors' business and is well-positioned to make
the best use of the Debtors' assets and serve the Debtors' patient
population without disruption or uncertainty.
Significantly, the Debtors' prepetition senior secured lenders,
KKR, as well as its sponsor, Sun Capital, support the sale to the
Buyer, notwithstanding that the purchase price will only satisfy a
small fraction of the Debtors' prepetition funded debt and will not
return any of Sun Capital's investment in the Company. Indeed,
following the sale to Conviva, the Debtors' prepetition secured
lenders will be left with a significant deficiency.
The Debtors require access to $10 million in the form of
debtor-in-possession financing, in addition to the use of cash
collateral, to complete the sale process with Conviva. Secured
lender KKR is prepared to fund the Chapter 11 Cases to enable the
Debtors to consummate the sale to the Buyer and facilitate an
orderly transition of medical services to the Debtors' patients.
About Clinical Care
South Florida-based health care network MBMG Holding, LLC (d/b/a
Clinical Care Medical Centers) is an independent primary care and
integrated physician group focused on value-based, multi-specialty
healthcare services. It delivers high-quality health and wellness
services across 26 primary care centers in Florida, with half of
those centers being in Miami-Dade County.
MBMG Holding, LLC and its affiliates voluntarily filed petitions
(Bankr. S.D. Fla. Lead Case No. 24-20576) on Oct. 13, 2024, before
Judge Corali Lopez-Castro.
Berger Singerman LLP is the Debtors' counsel. Meru, LLC, is the
financial advisor. Meru managing partner Nicholas K. Campbell is
presently serving as CRO of the Debtors. Epiq is the claims
agent.
Oppenheimer & Co. Inc. was tapped before the bankruptcy filing as
investment banker to, among other things, market the Debtors'
assets.
MCDANIEL LOGGING: Gets OK to Hire Woodall & Woodall as Counsel
--------------------------------------------------------------
McDaniel Logging, LLC received approval from the U.S. Bankruptcy
Court for the Southern District of Georgia to employ the firm of
Woodall & Woodall to handle its Chapter 11 case.
William Woodall, Jr., Esq., the primary attorney in this
representation, will be paid $250 per hour.
The firm received a pre-filing fee of $2,150 and a retainer of
$12,112 from the Debtor.
Mr. Woodall 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:
William O. Woodall Jr., Esq.
Woodall & Woodall
1003 N. Patterson St.
P.O. Box 3335
Valdosta, GA 31604
Telephone: (229) 247-1211
Facsimile: (229) 247-1636
About McDaniel Logging
McDaniel Logging, LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ga. Case No. 24-50464) on Sept. 25,
2024. In the petition signed by Michael Glenn McDaniel, an
authorized representative, the Debtor disclosed $718,973 in assets
and $1,027,943 in liabilities.
Judge Michele J. Kim oversees the case.
William O. Woodall, Jr., Esq., at Woodall & Woodall serves as the
Debtor's counsel.
MCDANIEL LOGGING: James Overstreet Named Subchapter V Trustee
-------------------------------------------------------------
The U.S. Trustee for Region 21 appointed James Overstreet, Jr.,
Esq. at Klosinski Overstreet, LLP as Subchapter V Trustee for
McDaniel Logging, LLC.
Mr. Overstreet will be paid an hourly fee of $325 for his services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Overstreet declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
James C. Overstreet, Jr.
Klosinski Overstreet, LLP
1229 Augusta West Parkway
Augusta, Georgia 30909
TEL: (706) 863-2255
EMAIL: jco@klosinski.com
About McDaniel Logging
McDaniel Logging, LLC, a company in Pearson, Ga., sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ga. Case
No. 24-50464) on September 25, 2024, with $718,973 in assets and
$1,027,943 in liabilities. Michael Glenn McDaniel, authorized
representative of the Debtor, signed the petition.
Judge Michele J. Kim presides over the case.
William O. Woodall, Jr., Esq., at Woodall & Woodall represents the
Debtor as legal counsel.
MEGA ENTERTAINMENT: Hires Golan Christie Taglia as Legal Counsel
----------------------------------------------------------------
Mega Entertainment Group II, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Golan Christie Taglia LLP as counsel.
The firm will provide these services:
a. render legal advice with respect to the powers and duties
of the Debtor;
b. prepare all necessary pleadings, orders and reports with
respect to this proceeding and to render all other legal services
as may be necessary proper therein; and
c. do the necessary legal work regarding approval of the
disclosure statement and plan.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
The firm will be paid a retainer in the amount of $36,473.50
Robert R. Benjamin, Esq., a partner at Golan Christie Taglia 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:
Robert R. Benjamin, Esq.
Beverly A. Berneman, Esq.
Derek D. Samz, Esq.
Derrick D. Loving, Esq.
Golan Christie Taglia LLP
70 W. Madison, Ste. 1500
Chicago, IL 60602
Telephone: (312) 263-2300
Fax: (312) 263-0939
Email: rrbenjamin@gct.law
baberneman@gct.law
ddsamz@gct.law
ddloving@gct.law
About Mega Entertainment Group II, LLC
Mega Entertainment Group II LLC -https://www.petergofchicago.com/--
doing business as Petergof Banquet Hall and Pavilion Restaurant &
Lounge, is a limited liability company.
Mega Entertainment Group II LLC sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No.
24-14326) on Sept. 27, 2024. In the petition filed by Alex Field,
as member, the Debtor estimated assets between $100,000 and
$500,000 and estimated liabilities between $1 million and $10
million.
The Debtor is represented by:
Robert R. Benjamin, Esq.
Golan Christie Taglia LLP
577 Waukegan Rd.
Northbrook, IL 60062
MEGA ENTERTAINMENT: Robert Handler Named Subchapter V Trustee
-------------------------------------------------------------
The U.S. Trustee for Region 11 appointed Robert Handler of
Commercial Recovery Associates, LLC as Subchapter V trustee for
Mega Entertainment Group II, LLC.
Mr. Handler will be paid an hourly fee of $450 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Handler declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Robert P. Handler
Commercial Recovery Associates, LLC
205 West Wacker Drive, Suite 918
Chicago, IL 60606
Tel: (312) 845-5001 x221
Email: rhandler@com-rec.com
About Mega Entertainment Group II
Mega Entertainment Group II, LLC --
https://www.petergofchicago.com/-- doing business as Petergof
Banquet Hall and Pavilion Restaurant & Lounge, is an event planning
company in Northbrook, Ill., that hosts corporate events and party
venues.
Mega Entertainment filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-14326) on
Sept. 27, 2024, with $100,000 to $500,000 in assets and $1 million
to $10 million in liabilities. Alex Field, member, signed the
petition.
The Debtor is represented by Robert R. Benjamin, Esq., at Golan
Christie Taglia, LLP.
MID-STATES PAINT: Court OKs Sale of Paint Formulae
--------------------------------------------------
Mid-States Paint LLC is granted approval by the U.S. Bankruptcy
Court for the Eastern District of Missouri, Eastern Division, to
sell its paint formulae, free and clear of liens, claims, and
encumbrances.
The Debtor operates its business at 9315 Watson Industrial Park,
Saint Louis, Missouri.
The Debtor has endeavored to maintain and continue to operates its
business, which entailed the use of flammable and toxic chemical
and other products in the production of paint and other coatings
used for residential and industrial purposes.
The Debtor has obtained interim use of cash collateral, however, it
has terminated as of July 14, 2024, due to its failure to pay
certain required administrative rent and pay adequate protection.
Compounding the issues arising in connection with the Debtor's
business failure, there exists a dispute between the Debtor and one
of its pre-petition customers, Lineman Tool & Equipment, a division
of Hubbell Power Systems, Inc., concerning the development and
resulting ownership of certain paint and other related formulas.
The Debtor has requested that the most prudent and cost-effective
course of action is to settle the claims of ownership of the
Formulas with Hubbell.
The Court has ordered that the Debtor transfer to Hubbell all of
its right, title, and interest in and to the Formulas. In exchange,
Hubbell will pay to the Debtor, care of Carrollton Bank, a one-time
sum of $50,000 as settlement price.
The Court also approved $4,930.50 in fees and $79.48 in expenses
incurred by the Subchapter V Trustee under section 330(a)(1) of the
Bankruptcy Code.
About Mid-States Paint LLC
Mid-States Paint, LLC produces paint and other coatings used for
residential and industrial purposes. Mid-States Paint filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Mo. Case No. 24-40277) on Jan. 29, 2024, listing
$500,001 to $1 million in both assets and liabilities.
Judge Bonnie L. Clair oversees the case.
Spencer P. Desai, Esq., at The Desai Law Firm, LLC represents the
Debtor as counsel.
Stephen D. Coffin is the Subchapter V Trustee.
MILLENNIA CARDIOVASCULAR: Taps Hendren Redwine & Malone as Counsel
------------------------------------------------------------------
Millennia Cardiovascular, PA seeks approval from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to
employ Hendren, Redwine & Malone, PLLC to handle its Chapter 11
case.
The firm received a total retainer of $28,000 from the Debtor's
president.
`
Jason Hendren, Esq., an attorney at Hendre, Redinw & Malone,
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:
Jason L. Hendren, Esq.
Hendren, Redwine & Malone PLLC
4600 Marriott Drive Suite 150
Raleigh, NC 27612
Telephone: (919) 420-7867
Facsimile: (919) 420-0475
Email: jhendren@hendrenmalone.com
About Millennia Cardiovascular
Millennia Cardiovascular, PA sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-03494) on Oct. 4,
2024, listing under $1 million in both assets and liabilities.
Jason L. Hendren, Esq., at Hendren, Redwine & Malone PLLC serves as
the Debtor's counsel.
MISTY MOON: James LaMontagne Named Subchapter V Trustee
-------------------------------------------------------
The U.S. Trustee for Region 1 appointed James LaMontagne of Sheehan
Phinney Bass & Green as Subchapter V trustee for Misty Moon
Transport 2, Inc.
Mr. LaMontagne will be paid an hourly fee of $425 for his services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. LaMontagne declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
James S. LaMontagne, Esq.
Sheehan Phinney Bass & Green
75 Portsmouth Boulevard, Suite 110
Portsmouth, NH 03801
Phone: (603) 627-8102
Email: jlamontagne@sheehan.com
About Misty Moon Transport
Misty Moon Transport 2 Inc. is a transportation and delivery
service provider in Saco, Maine.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Maine Case No. 24-20197) on September
23, 2024, with $1,533,128 in assets and $2,539,568 in liabilities.
Morgan Morang, president, signed the petition.
J. Scott Logan, Esq., at the Law Office of J. Scott Logan, LLC
represents the Debtor as bankruptcy counsel.
MONTE JOHNSTON: Gets OK to Use Cash Collateral Until Oct. 31
------------------------------------------------------------
Monte Johnston Building Contractor, LLC received interim approval
from the U.S. Bankruptcy Court for the Northern District of Texas
to utilize cash collateral for operational expenses.
The court approved the use of cash collateral, which includes
revenue collected in the ordinary course of business, until Oct.
31, and allowed the company to spend up to 110% of each budgeted
expense.
The company's total projected cash disbursements amount to
$111,525. After these disbursements, the cash on hand is projected
to be $63,953.83.
To protect creditors, replacement liens were granted to parties
with valid and perfected liens. These replacement liens will apply
to all post-petition cash collateral and acquired property but will
not extend to Chapter 5 causes of action or their proceeds.
A final hearing is set for Oct. 31. Objections are due by Nov. 8.
About Monte Johnston Building
Monte Johnston Building Contractor, LLC is a full-service
residential and commercial construction company in Graham, Texas.
Monte Johnston Building Contractor filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas
Case No. 24-70274) with $429,251 in assets and $1,176,029 in
liabilities. Brad Odell, Esq., at Mullin Hoard & Brown, LLP, serves
as Subchapter V trustee.
Judge Scott W. Everett presides over the case.
Robert C. Lane, Esq., at The Lane Law Firm represents the Debtor as
bankruptcy counsel.
MOORE MEDICAL: L. Todd Budgen Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Region 21 appointed L. Todd Budgen, Esq., a
practicing attorney in Longwood, Fla., as Subchapter V trustee for
Moore Medical Group, Inc.
Mr. Budgen will be paid an hourly fee of $400 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Budgen declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
L. Todd Budgen, Esq.
P.O. Box 520546
Longwood, FL 32752
Tel: (407) 232-9118
Email: Todd@C11Trustee.com
About Moore Medical Group
Moore Medical Group, Inc., a company in Lake Mary, Fla., filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. M.D. Fla. Case No. 24-05162) on Sept. 24, 2024, listing
$481,336 in assets and $2,762,511 in liabilities. Eric A. Moore,
chief executive officer, signed the petition.
Judge Grace E Robson oversees the case.
David Jennis, PA serves as the Debtor's legal counsel.
NEW PHILADELPHIA: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: New Philadelphia Baptist Church, Inc.
1113 NW 79th Street
Miami, FL 33147
Chapter 11 Petition Date: October 15, 2024
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 24-20629
Debtor's Counsel: Owei Z Belleh, Esq.
THE BELLEH LAW GROUP, PLLC
150 S Pine Island Rd Ste 300
Plantation FL 33324-2665
Tel: (888) 450-7999
E-mail: bankruptcy@bellehlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $100,000 to $500,000
The petition was signed by Rickie Kent Robinson, Sr. 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/VMXT7CA/New_Philadelphia_Baptist_Church__flsbke-24-20629__0001.0.pdf?mcid=tGE4TAMA
NEXT LEVEL: Hires Shannon & Lee LLP as Bankruptcy Counsel
---------------------------------------------------------
Next Level Investments of Central Texas, LLC and its affiliates
seek approval from the U.S. Bankruptcy Court for the Southern
District of Texas to employ Shannon & Lee LLP as bankruptcy counsel
to handle its Chapter 11 case.
The firm will be paid at these rates:
Kyung S. Lee $900 per hour
RJ Shannon $700 per hour
Associate Attorneys $300 to $650 per hour
Paralegals $150 to $250 per hour
Legal Assistants $75 to $100 per hour
The firm received from the Debtor a retainer in the amount of
$25,000
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Robert J. Shannon, a partner at Shannon & Lee 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:
Robert J. Shannon, Esq.
Shannon & Lee LLP
2100 Travis Street
Houston, TX 77002
Tel: (713) 714-5770
Email: rshannon@shannonleellp.com
About Next Level Investments of Central Texas, LLC
The Debtor provides a complete range of capabilities for building
custom homes in Waco, Texas and its surrounding areas.
Next Level Investments of Central Texas, LLC in Next Level
Investments of Central Texas, LLC, sought relief under Chapter 11
of the Bankruptcy Code filed its voluntary petition for Chapter 11
protection (Bankr. S.D. Tex. Case No. 24-34605) on Sept. 30, 2024,
listing as much as $1 million to $10 million in both assets and
liabilities. Wyatt Faulkinberry as sole member, signed the
petition.
SHANNON & LEE LLP serve as the Debtor's legal counsel.
NEXT LEVEL: Seeks to Hire Agents of Texas as Real Estate Broker
---------------------------------------------------------------
Next Level Investments of Central Texas, LLC and its affiliates
seek approval from the U.S. Bankruptcy Court for the Southern
District of Texas to employ Agents of Texas, LLC as real estate
broker.
The Debtors need a broker to sell their properties located at:
(a) 1212 Campbelton St., Bellmead, Texas;
(b) 209 Nolan St., Lorena, Texas; and
(c) 304 S. Lone Star Pkwy., Moody, Texas.
The firm's compensation will be as follows: (a) 5 percent of the
sale price consisting of cash (including financed amounts) in the
event that it is the only broker involved and (b) 1 percent of the
sale price consisting of a credit bid by a secured creditor. In the
event that another broker procures a buyer that purchases the
property, the firm will pay the broker 3 percent of the sales
price.
`
Cameron Gomez, a broker at Agents of Texas, 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:
Cameron Gomez
Agents of Texas, LLC
600 Lake Air Drive
Waco, TX 76710
Telephone: (817) 501-2996
About Next Level Investments of Central Texas
Next Level Investments of Central Texas, LLC sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No.
24-34605) on Sept. 30, 2024. In the petition signed by Wyatt
Faulkinberry, sole member, the Debtor disclosed up to $10 million
in both assets and liabilities.
Robert Shannon, Esq., at Shannon & Lee LLP serves as the Debtor's
counsel.
NOVA LIFESTYLE: Inks Deal to Buy $4.65 Worth of Furniture Products
------------------------------------------------------------------
Nova LifeStyle, Inc., reported in a Form 8-K filed with the
Securities and Exchange Commission that on Oct. 11, 2024, the
Company and Nova Furniture Limited (Samoa), a wholly owned
subsidiary of the Company, entered into five purchase orders to
purchase certain furniture products from Iconic Tech SDN BHD,
Onefull Technologies SDN. BHD., Skyvip SDH BHD, United Poles SDH
BHD and Teclutions System SDN. BHD (collectively as the Sellers).
Pursuant to the POs, the Company, Nova Samoa and Sellers agree that
(i) Nova Samoa will purchase Background Light Slabs from Iconic
Tech for a total of $945,000; (ii) Nova Samoa will purchase
Porcelin Slabs from Onefull Technologies for a total of $925,000;
(iii) Nova Samoa will purchase Transparent Marble Slabs from Skyvip
for a total of $900,000; (iv) Nova Samoa will purchase
Ultrathinstone from United Poles for a total of $940,000 (v) the
Nova Samoa will purchase Light Transmitting Slate Stone from
Teclutions for a total of $940,000; (vi) the Order Prices shall be
paid up to the Sellers in 3,321,429 shares of common stock of the
Company at US$1.40 per share. The Shares will be issued pursuant
to the exemption from registration provided by Regulation S
promulgated under the Securities Act of 1933, as amended.
Nasdaq Compliance Achieved
As previously disclosed, on April 18, 2024, the Company received
written notice from the NASDAQ Stock Market stating that the
Company does not meet the requirement of maintaining a minimum of
$2,500,000 in stockholders' equity for continued listing on the
NASDAQ Capital Market, as set forth in NASDAQ Listing Rule
5550(b)(1), the Company also does not meet the alternative of
market value of listed securities of $35 million under NASDAQ
Listing Rule 5550(b)(2) or net income from continuing operations of
$500,000 in the most recently completed fiscal year or in two of
the last three most recently completed fiscal years under NASDAQ
Listing Rule 5550(b)(3), and the Company is no longer in compliance
with the NASDAQ Listing Rules. The NASDAQ notification letter
provided the Company until June 6, 2024 to submit a plan to regain
compliance. If the plan is accepted, NASDAQ can grant the Company
an extension up to 180 calendar days from the date of NASDAQ letter
to demonstrate compliance.
The Company submitted its plan of compliance on May 28, 2024 and a
supplemental letter to the plan of compliance on June 20, 2024.
Based on the review of the letters submitted by the Company, Staff
has determined to grant the Company an extension until Oct. 14,
2024 to regain compliance with the Rule and the Company must
complete its initiatives and provide evidences for the compliance
with the Rule as required by Nasdaq.
The Company and Nova Samoa have entered into orders to purchase
inventories in total amount of $4,600,000, which will be paid in
3,321,429 shares of common stock of the Company at US$1.40 per
share. As of Oct. 11, 2024, the Company believes it has regained
compliance with the stockholders' equity requirement based upon the
specific transaction above. The Company confirms that Nasdaq will
continue to monitor the Company's ongoing compliance with the
stockholders' equity requirement and, if at the time of its next
periodic report the Company does not evidence compliance, that it
may be subject to delisting.
About Nova Lifestyle
Headquartered in Commerce, Calif., Nova LifeStyle, Inc. is a
designer and marketer of contemporary styled residential and
commercial furniture. The Company was incorporated in the State of
Nevada on Sept. 9, 2009. The Company's products are marketed
through wholesale and retail channels as well as various online
platforms worldwide.
San Mateo, Calif.-based WWC, P.C., the Company's auditor since
2022, issued a "going concern" qualification in its report dated
April 12, 2024, citing that the Company incurred a net loss for the
years ended Dec. 31, 2023 and 2022, and the accumulated deficit
increased from $36.71 million to $44.43 million from 2022 to 2023.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.
ODYSSEY MARINE: Wins $37.1 Million NAFTA Arbitration Case
---------------------------------------------------------
Odyssey Marine Exploration, Inc., an ocean exploration pioneer
engaged in the discovery, development and extraction of critical
minerals that provide solutions to global challenges, announced an
award in its arbitration with the United Mexican States under
Chapter Eleven of the North American Free Trade Agreement (NAFTA).
Odyssey Marine Exploration (Odyssey) has received notification from
the International Centre for Settlement of Investment Disputes
(ICSID) of the arbitral award on the claims involving Odyssey and
its subsidiary, Exploraciones Oceanicas S. de R.L. de C.V. (ExO),
against Mexico. The award orders Mexico to pay US$37.1 million for
breaching its obligations under NAFTA, plus interest at the
one-year Mexico Treasury bond rate, compounded annually, from
October 12, 2018, until the award is paid in full, plus the
arbitrators' fees and ICSID administrative costs. The amounts
awarded are net of Mexican taxes and Mexico may not tax the award.
Odyssey expects that most or all of the proceeds of the award will
be used to satisfy its litigation financing obligations.
"The ruling validates our position that Mexico's environmental
agency SEMARNAT wrongfully denied our environmental permit, which
received extensive input from external advisors and industry
experts to determine an economically feasible and environmentally
responsible development plan. The project remains strategically
significant and commercially viable," said Mark Gordon, Odyssey
Marine Exploration's Chief Executive Officer and Chairman of the
Board of Directors. "We are poised to continue advancing our
projects globally, while also collaborating with nations interested
in exploring their underwater mineral resources to meet the
escalating demand for critical minerals. Our focus remains on
minerals that offer solutions to pressing global challenges, such
as mitigating carbon emissions through renewable energy adoption
and enhancing fertilizer accessibility to support an ever-growing
global population."
ICSID will publish the decision on its website at
https://icsid.worldbank.org/cases when it is available.
NAFTA Case Background
Odyssey initiated the NAFTA arbitration after the manifestly
arbitrary and discriminatory denial by SEMARNAT of an environmental
permit for ExO based not on Mexico's regulations or on scientific
support, but on a politician's directive. Mexico's highest federal
administrative court, the Tribunal Federal de Justicia
Administrativa (TFJA), unanimously ruled in favor of ExO in 2018
that SEMARNAT had unlawfully rejected the environmental permit in
2016. When SEMARNAT once again denied the permit in contravention
of Mexican and public international laws, Odyssey determined it
needed to commence the arbitration in order to protect its
shareholders' investment. Today's ruling reflects the tribunal's
examination of SEMARNAT's unlawful handling of the permit. ExO is
also once again challenging the unlawful decision of SEMARNAT
before the TFJA.
About Odyssey Marine
Odyssey Marine Exploration, Inc. and its subsidiaries are engaged
in deep-ocean exploration. Their innovative techniques are
currently applied to mineral exploration and other marine survey
and contracted services. The corporate headquarters are in Tampa,
Florida.
Tampa, Fla.-based Grant Thornton LLP, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
May 17, 2024, citing that the Company incurred net operating losses
during the year ended 2023, and as of December 31, 2023, the
Company's current liabilities exceeded its current assets by $26.6
million, and its total liabilities exceeded its total assets by
$85.9 million. These conditions, along with other matters, raise
substantial doubt about the Company's ability to continue as a
going concern.
As of June 30, 2024, Odyssey Marine Exploration had $26.3 million
in total assets, $120.2 million in total liabilities, and $93.9
million in total stockholders' deficit.
OFFICE PROPERTIES: Issues 2.55-Mil. Shares in Exchange Agreements
-----------------------------------------------------------------
Office Properties Income Trust disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that between
August 1, 2024 and September 16, 2024, the Company entered into a
series of privately negotiated exchange agreements, under which it
has issued an aggregate of 2,554,489 common shares of beneficial
interest, par value $.01 per share, in exchange for $6,800,000
aggregate principal amount of its issued and outstanding 4.500%
Senior Notes due 2025.
The Company said, "We may engage in similar transactions in the
future but are under no obligation to do so. Based on the aggregate
principal amount of 4.500% Senior Notes due 2025 exchanged plus
$16,225 aggregate accrued interest thereon through the relevant
date of exchange, the Common Shares issued had an average implied
value of approximately $2.19 per share."
Pursuant to Section 3(a)(9) of the Securities Act of 1933, as
amended, the Common Shares issued in the Private Exchanges were
issued in each case to existing security holders of the Company
exclusively in exchange for such holders' securities and no
commission or other remuneration was paid or given for soliciting
the exchange. Other exemptions may apply.
As of September 16, 2024 the Company has 53,344,617 Common Shares
outstanding.
About Office Properties
Office Properties Income Trust is a REIT organized under Maryland
law. As of Dec. 31, 2023, its wholly owned properties were
comprised of 152 properties, and it had noncontrolling ownership
interests of 51% and 50% in two unconsolidated joint ventures that
owned three properties containing approximately 468,000 rentable
square feet. As of Dec. 31, 2023, the Company's properties are
located in 30 states and the District of Columbia and contain
approximately 20,541,000 rentable square feet. As of Dec. 31, 2023,
its properties were leased to 258 different tenants, with a
weighted average remaining lease term (based on annualized rental
income) of approximately 6.4 years. The U.S. government is its
largest tenant, representing approximately 19.5% of its annualized
rental income as of Dec. 31, 2023.
As of March 31, 2024, the Company had $4 billion in total assets,
$2.7 billion in total liabilities, and $1.3 billion in total
stockholders' equity.
* * *
In May 2024, OPI announced it was actively negotiating with its
existing debtholders to exchange four series of its currently
outstanding senior unsecured notes (worth $1.7 billion at face
value) for up to $610 million of new senior secured notes and
related guarantees, with priority given to the 2025 noteholders
($650 million outstanding). The exchange would result in
debtholders receiving below the par value of the existing notes.
In July 2024, S&P Global Ratings raised its issuer credit rating on
Office Properties Income Trust (OPI) to 'CCC-' from 'SD' (selective
default) and its issue-level ratings on the senior unsecured notes
that were part of the exchange to 'CCC-' from 'D'. S&P said, "We
lowered our issue-level rating on the company's March 2029 senior
secured notes to 'CCC+' from 'B-', with the recovery rating
remaining '1'. We also lowered the issue-level rating on the
company's 2050 senior unsecured notes, which were not part of the
debt exchange, to 'CCC-' from 'CCC'. The recovery rating on all the
unsecured notes is unchanged at '3'. We also assigned our 'CCC' and
'2' recovery rating to the company's new September 2029 senior
secured notes."
S&P Global Ratings lowered its issuer credit rating on OPI to 'CC'
from 'CCC' and its issue-level ratings on its senior unsecured
notes due 2025, 2026, 2027, and 2031, which are part of the
proposed exchange, to 'CC' from 'CCC'. At the same time, S&P
affirmed its 'CCC' issue-level rating on the company's senior
unsecured notes due 2050, which are not part of the proposed
exchange, and its 'B-' issue-level rating on its existing secured
notes due 2029. Its '3' recovery rating on all the unsecured notes
and '1' recovery rating on the secured notes are unchanged.
In June 2024, S&P Global Ratings lowered its issuer credit rating
on Office Properties Income Trust (OPI) to 'SD' (selective default)
and its issue-level rating on the company's 2025, 2026, 2027, and
2031 senior unsecured notes to 'D'. S&P said, "We view the debt
exchange as distressed and tantamount to a default. The downgrade
follows OPI's completion of its private debt exchange. In
aggregate, the company exchanged $865.2 million of its 2025, 2026,
2027, and 2031 senior unsecured notes for $567.4 million of new
senior secured notes due 2029. The exchange consideration varied
depending on which notes were exchanged, with longer-dated notes
receiving less consideration. In addition, certain noteholders
received common equity to incentivize the exchange. In our view,
this transaction is a distressed exchange and tantamount to a
default because lenders received less than the original promise of
the securities, which is not offset by adequate compensation."
P&L DEVELOPMENT: Moody's Affirms 'Caa2' CFR, Outlook Negative
-------------------------------------------------------------
Moody's Ratings affirmed P&L Development, LLC's (PLD) Caa2
Corporate Family Rating and its Caa2-PD Probability of Default
rating. The Caa3 rating of PLD's senior secured notes is unchanged
at this time. The rating outlook remains negative though Moody's
anticipates changing the outlook to positive if the exchange offer
is completed to reflect that improved liquidity will provide the
company additional leeway to execute its growth initiatives.
On October 9, 2024, PLD announced [1] a transaction to exchange the
existing senior secured notes that mature in November 2025 into new
notes that mature in May 2029. Concurrently, the ABL revolving
credit facility (unrated) will be extended to December 2027 from
June 2025. Holders of approximately 63% of the existing notes
(ad-hoc bondholder group) have agreed to exchange their 2025 notes
for the new 2029 notes at a ratio of $1,053 of new notes for each
$1,000 of existing notes. Holders of 100% of the revolving
commitment have already agreed with the proposed ABL extension. The
remaining note holders will receive $1,053 principal amount for
each $1,000 principal amount if they tender and agree to the
exchange by October 23, 2024. Holders tendering and agreeing to the
exchange after this date will receive $1,000 principal amount of
new notes per $1,000 principal amount of old notes. The interest
rate on the new notes in the first two years after transaction
closing will be either (i) 12% cash interest per annum or (ii) at a
rate of 9.0% per annum in cash and 3.5% per annum by increasing the
principal amount of the outstanding new notes. After two years, the
interest rate will be 12% per annum payable in cash. Any existing
notes that are not exchanged will be redeemed at par plus accrued
interest funded through a back-stop agreement with the ad-hoc
bondholder group to purchase between $121.7 million to $179.7
million of the new 2029 notes. Concurrently with the transaction,
the company is amending certain terms of the preferred stock held
by Stephens, Inc. including the elimination of the right to put the
preferred stock.
Moody's consider the transactions to be a distressed exchange
default when it is completed. The distressed exchange reflects that
the lenders will incur a loss relative to the original principal to
exchange existing notes into a new notes with a longer maturity.
The willingness to complete a distressed exchange is a key factor
in the rating action though the company's G-5 issuer profile score
and CIS-5 credit impact score are not affected. Moody's will append
a /LD designation to the PDR upon completion of the transaction,
and remove the "/LD" designation after approximately three business
days. The Caa3 rating on the existing senior notes is unchanged at
this time and will be withdrawn after all the existing notes are
either exchanged to new notes or redeemed at par.
The affirmation of the Caa2 CFR reflects PLD's modest scale,
limited free cash flow, and execution risk to generate the
significant increase in earnings necessary to improve still weak
credit metrics including above 10.0x debt-to-EBITDA for the 12
months ending June 30, 2024. The proposed transaction extends the
debt maturities and improves the company's liquidity, which
provides much needed time for the company to execute its plans to
improve the company's operating performance and credit metrics.
Nevertheless, the high cash interest costs will limit the company's
free cash flow and the company needs to execute its strategies well
to materially improve the operating performance. In addition, cash
interest will increase as a result of the transaction.
Moody's expect to change the rating outlook to positive from
negative following the transaction as PLD will have adequate
liquidity for the next 12-18 months to continue its business
turnaround plans. The adequate liquidity will be supported by an
estimated $4 million of cash and approximately $62 million
availability under the $125 million committed new revolver at the
transaction close. Moody's estimate free cash flow would be limited
until more of the company's growth projects generate returns.
RATINGS RATIONALE
The Caa2 CFR reflects PLD's modest scale, limited free cash flow,
improving but still weak credit metrics including above 10.0x
debt-to-EBITDA for the 12 months ending June 30, 2024, and
execution risk to generate the increase in earnings to reduce
leverage to a more sustainable level. PLD has limited geographic
diversity with the majority of its revenues derived from US markets
where competitor Perrigo has a strong position in store brand
over-the-counter products ("OTC"). PLD continues to win new
business and expand products in its portfolio. However, PLD's
revenue and profit realization in the last few years from new
business wins has lagged expectations, leading to leverage being
sustained at a very high level and persistent negative free cash
flow aside from working capital inflows. Besides higher raw
materials and labor cost, earnings and operating cash flow were
further impacted by delays and operational issues on new product
launches and reduced demand from certain customers. The company's
earnings have materially improved since the beginning of 2024, as
PLD increased focus on profitability and free cash flow. Assuming
that the operating performance achieved in the first half of 2024
is sustained, Moody's estimate that PLD's financial leverage will
improve to a high-single-digit range in 2025 through EBITDA growth.
Earnings growth will be achieved through recently implemented price
increases, new product launches, ramp-up of recently launched
products, and cost savings through its logistics optimization
programs. The company's ratings are supported by its attractive
growth prospects including nicotine replacement therapy products,
product expansion and volume growth with existing customers. PLD
implemented several pricing increases, restructured certain
agreements and executed a series of initiatives to improve the cost
structure, operational efficiency and working capital management to
improve profitability and free cash flow. PLD also has favorable
relationships with key retailers and with large consumer packaged
goods clients.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if PLD's operating results do not
meaningfully improve to allow for lower leverage and sustainable
free cash flow. A deterioration in liquidity including increasing
revolver reliance or failure to execute plans to the 2025
maturities, or a decline in recovery prospects could also lead to a
downgrade.
The ratings could be upgraded if leverage materially declines
driven by improvement in operating results and less reliance on
external sources of liquidity. The company would also need to
improve liquidity including interest coverage and free cash flow
generation while successfully executing its proposal to address the
2025 maturities to be upgraded.
The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.
Headquartered in Westbury, NY, P&L Development manufactures,
packages and distributes over-the-counter private label products
across multiple categories. The company provides contract
manufacturing and contract packaging services to major OTC and
nutritional companies in the United States. PLD is majority owned
by the Singer family with Stephens Inc., a long-term equity holder
of PLD, as a minority shareholder. The company generated revenues
of $638 million for the last 12 months ending June 30, 2024.
PACK LIQUIDATING: Kepler Loses Bid to Dismiss Adversary Case
------------------------------------------------------------
Judge Craig T. Goldblatt of the United States Bankruptcy Court for
the District of Delaware denied Kepler Group, LLC's motion to
dismiss the adversary proceeding captioned as Official Committee of
Unsecured Creditors of Pack Liquidating, LLC, et al., derivatively
on behalf of the Debtors' estates v. Kepler Group, LLC, et al.,
Adv. Proc. No. 23-50536 (Bankr. D. Del.).
Kepler is an e-marketing services provider that licenses and
installs Amazon advertising platforms for its customers. The
complaint alleges that Kepler purchased advertising campaigns from
Amazon as an agent of the debtors. Amazon would bill Kepler each
month for the services that Amazon provided to the debtors. Kepler,
in turn, billed the debtors for the amount of Amazon's invoices,
plus a fee for Kepler's services. The complaint further alleges
that Kepler would then pay the Amazon invoices after it received
payment from the debtors.
The Committee filed this action seeking to avoid, as preferences
and/or as fraudulent conveyances, $409,044.05 in payments that the
debtors allegedly made to or for the benefit of the defendants in
the 90 days before the bankruptcy filing.
One of the defendants, Kepler, has moved to dismiss. Kepler's
principal argument is that $389,108.09 in payments are not
recoverable as a matter of law because Kepler was not the "initial
transferee," as defined by Sec. 550 of the Bankruptcy Code, of the
transfers in that amount. Instead, Kepler contends that it was a
"mere conduit." Kepler also contends that the fraudulent conveyance
claim fails because the complaint does not assert that the debtors
received less than reasonably equivalent value in exchange for the
transfers. Additionally, Kepler argues that the complaint fails to
allege facts that would establish that the debtors were insolvent
at the date of, or became insolvent as a result of, the transfers.
Both the Committee and Amazon filed oppositions to Kepler's motion
to dismiss, arguing that the affirmative defense of a mere conduit
is premature at the pleading stage of this case.
The Court concludes that the complaint, on its face, does not
allege Kepler was a mere conduit. The Court will accordingly deny
the motion to dismiss.
Judge Goldblatt explains that the complaint does not allege facts
that would establish that Kepler was a mere conduit. And even if
the Court were to consider the attached documents, those documents
on their face establish only that Kepler's obligation to pay Amazon
did not arise until the debtors paid Kepler amounts owed to Amazon.
That is not by itself sufficient to establish the defense. Evidence
may still be presented establishing that the transferred funds went
to a general Kepler bank operating account where such funds were
commingled with non-debtor funds. Under the case law, that would
suggest that Kepler was not a mere conduit.
The motion to dismiss the fraudulent conveyance claim will also be
denied.
Judge Goldblatt says the complaint does generally allege that the
debtors were insolvent, had insufficient liquidity to funds their
operations, and were incurring debts beyond their availability to
pay at the time of the transfers. Kepler is likely correct that a
transaction cannot give rise to both claims for preference and
constructive fraudulent conveyance. The element of a preference
that the payment be in satisfaction of an antecedent debt would
likely by itself establish reasonably equivalent value, and thus
defeat a claim for constructive fraudulent conveyance. But the
Committee is right that it is entitled to assert those claims in
the alternative.
A copy of the Court's decision dated is available at
https://urlcurt.com/u?l=8obISq
About Pack Liquidating
Pack Liquidating, LLC, filed a Chapter 11 petition (Bankr. D. Del.
Case No. 22-10797) on August 28, 2022, with $100 million to $500
million in assets and liabilities.
Judge Craig R. Goldblatt oversees the case.
Christopher M. Samis of Potter Anderson & Corroon LLP is the
Debtor's counsel.
PETER PAN SEAFOODS: Former Owner Wins Auction
---------------------------------------------
Nathaniel Herz of Northern Journal reports that Peter Pan Seafoods'
former owner Roger May has won the bid for the company's assets
over objections from creditors and investors.
The financial firm overseeing Peter Pan Seafood's receivership
recently proposed selling the company's three processing plants and
other assets to May, an entrepreneur and fish trader. May narrowly
outbid Silver Bay Seafoods in an auction.
The report says the Company's creditors and investors have objected
to the proposed sale. The objectors are investors who initially
partnered with May to acquire Peter Pan from a Japanese seafood
conglomerate in 2020. These investors, including affiliates of Los
Angeles-based Renewable Resources Group and Anchorage-based
McKinley Management, have distanced themselves from May in their
filing, labeling him an "insider whose inequitable conduct has
depressed the market for and eroded the value of Peter Pan's
assets."
The Objectors also claim May should not be allowed to use $12
million in loans to Peter Pan as credit bid. They note that
another businessman, John Ketcham, has lent the Company $10 million
in 2023 with the condition that he would be repaid before May.
Ketcham supports the investors' objection, according to the
report.
The report relates Ketcham has partnered with Silver Bay and
intends to use his loan as credit bid to purchase one of Peter
Pan's three plants located in the remote Port Moller area of the
Alaska Peninsula.
In August 2024, over 90 Alaska fishermen signed a letter opposing
the sale of Peter Pan's assets back to May, citing a breach of
trust due to his failure to pay them.
On October 3, 2024, Washington County Judge Steven Olsen approved
the sale to May. "I really haven't heard anybody say that the
receiver failed to comply with that order approving the sale,"
Olsen said, according to the report.
Lender Wells Fargo and the court-appointed receiver, the Los
Angeles-based Stapleton Group, supported May's proposed deal.
About Peter Pan Seafoods
Peter Pan Seafood Co., LLC was engaged in processing, marketing and
distribution of assorted fresh, frozen, canned, and cured seafood
products. It was placed into court-ordered receivership in April
2024 at the request of Wells Fargo, which cited over $60 million in
debt.
PORTERFIELD-SCHEID MANAGEMENT: Hires Decain Group as Realtor
------------------------------------------------------------
Porterfield-Scheid Management Company, LLC seeks approval from the
U.S. Bankruptcy Court for the Middle District of Pennsylvania to
employ Decain Group as realtor.
The firm will sell the Debtor's assets in the Chapter 11 bankruptcy
case.
Decain Group will be paid at a commission of 6 percent of the gross
sale price of the Property to be paid when the Property actually
goes to settlement and proceeds therefrom distributed.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Laurie Rhea, a partner at Decain Group, 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:
Laurie Rhea
Decain Group
4671 W County Rd 840 N
Freetown, IN 47235
Tel: (833) 433-2246
About Porterfield-Scheid Management Company
Porterfield-Scheid Management Company, LLC offers funeral services,
burials, cremation services, memorial services and other related
services to its clients.
Porterfield-Scheid Management Company filed its voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa.
mCase No. 24-01127) on May 3, 2024, listing $4,050,000 in assets
and $2,602,589 in liabilities. The petition was signed by Melanie
B. Scheid as member.
Judge Henry W. Van Eck presides over the case.
Lawrence V. Young, Esq., at Cga Law Firm represents the Debtor as
counsel.
POWER BLOCK: Exceeds Subchapter V Debt Limit, Court Rules
---------------------------------------------------------
Judge Joel T. Marker of the United States Bankruptcy Court for the
District of Utah sustained the objections of the U.S. Trustee and
the creditors of Power Block Coin, LLC to the Debtor's Subchapter V
election.
With less than three hours to spare before the Subchapter V debt
limit dropped from $7,500,000 to $3,024,725, the Debtor filed a
chapter 11 petition on June 20, 2024, electing to proceed under
Subchapter V as an entity "that ha[d] aggregate noncontingent
liquidated secured and unsecured debts" of less than $7,500,000 on
the petition date.
On July 4, the Debtor filed its schedules listing the vast majority
of its hundreds of debts as contingent, unliquidated, or both, and
with unknown amounts. The Debtor lists no secured claims on
Schedule D, and it lists four main types of general unsecured
claims on Schedule E/F -- (1) SMTF token buyback guarantees that
were exercised prepetition (denoted with "BB"); (2) SMTF token
buyback guarantees there were not exercised prepetition (denoted
with "BG"); (3) SmartINTEREST accounts involving the Debtor's
obligation to pay interest to qualifying customers who placed
cryptocurrency on the Debtor's platform (denoted with "IP"); and
(4) crypto-backed loans involving qualifying customers who borrowed
dollars from the Debtor and secured their loans with cryptocurrency
(denoted with "CP").
To this day, the Debtor's Schedule E/F lists all BG, IP, and CP
claims as unliquidated but only lists the BG claims as also being
contingent.
On August 1, the U.S. Trustee objected to the Debtor's Subchapter V
election, followed later the same day by a combined joinder and
objection from Zhouyang "Mason" Song; Blockchain Recovery
Investment Consortium, LLC, as Representative for the
Post-Effective Date Celsius Debtors; and Mohsin Y. Meghji,
Litigation Administrator, as Representative for the Post-Effective
Date Celsius Debtors.
The Court conducted a scheduling conference on August 19, which was
followed by a Zoom evidentiary hearing on August 20 focused on the
Debtor's employment of counsel (along with a payment systems motion
and status conference), another Zoom hearing regarding the payment
systems motion on September 12, and an in-person evidentiary
hearing on September 17 focused on the objections to the Debtor's
Subchapter V election, and all of those hearing records are
incorporated herein by reference.
Taking the Debtor's sworn Schedule E/F at face value, the Debtor
asserts that the SmartINTEREST accounts (i.e., the IP claims) are
unliquidated, but a demand account is not unliquidated regardless
of any alleged asterisk, and an absolute obligation is precisely
that. The Debtor's argument is primarily based on the SmartFi Terms
of Use, which not only allow the Debtor to use SmartINTEREST
account and crypto-backed loan cryptocurrency for its own purposes
subject to potential gain or loss, but also purport to allow the
Debtor to delay the return of cryptocurrency "almost indefinitely"
based on its own assessment of available liquidity and other
factors. Simply put, the Debtor has to hope that it has the ability
to go back into the market and purchase the relevant cryptocurrency
at any particular point in time. But regardless of when the Debtor
is obligated to return the cryptocurrency, the underlying
obligation is readily determinable by simple mathematical
computation on the petition date by multiplying the amount of the
relevant cryptocurrency by the appropriate spot price on the
petition date. In fact, the Debtor did precisely this in its
proposed plan, arriving at nearly the exact same aggregate claim
amount as proposed by the Objecting Creditors ($28,435,325 vs.
$28,313,975).
The result is the same even if the Court considers the Debtor's
subsequent contingency argument. Again, no SmartINTEREST agreement
has been presented to the Court, there was no evidence or argument
regarding any special restrictions or requirements for return of
the SmartINTEREST account holders' cryptocurrency, and the only
apparent "contingency" relates to the Debtor's ability and
willingness to actually return the cryptocurrency rather than any
future extrinsic event that is necessary to establish the Debtor's
liability. The Debtor has accordingly failed to meet its burden to
show that these debts were unliquidated on the petition date, and
they alone push the Debtor well over the applicable debt limit.
The Court determines that the Debtor is not eligible to proceed
under Subchapter V because the Debtor's aggregate noncontingent
liquidated debts as of the petition date exceeded $7,500,000.
Accordingly, the Court strikes the Debtor's Subchapter V
designation, and this case will proceed as a standard Chapter 11
case. The Objecting Creditors' Motion for Immediate Appointment of
Official Committee of Unsecured Creditors is denied as moot.
A copy of the Court's decision dated October 9, 2024, is available
at https://urlcurt.com/u?l=f6k5iB
About Power Block Coin
SmartFi is a unique monetary system. It combines monetary policy
with the freedoms of cryptocurrency to create a self-sustaining
open-lending platform, providing the holders of SmartFi Token the
opportunity to manage the system and become the beneficiaries of
the wealth creation that would otherwise accrue to traditional
banks.
Power Block Coin, LLC, a company in Orem, Utah, filed its voluntary
petition for Chapter 11 protection (Bankr. D. Utah Case No.
24-23041) on June 20, 2024, listing $10 million to $50 million in
assets and $1 million to $10 million in liabilities. Aaron Tilton,
officer, signed the petition.
Judge Joel T. Marker oversees the case.
The Debtor tapped Parsons Behle & Latimer as legal counsel and CFO
Solutions L.L.C., a Utah limited liability company, as accountant
and financial advisor.
PROVISION BREAD: Hires M3 & Associates LLP as Accountant
--------------------------------------------------------
Provision Bread & Bakery, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Colorado to employ M3 &
Associates, LLP as accountant.
The firm will assist the Debtor in preparing its 2023 federal and
state tax returns and providing other accounting-related services
as may be required.
The firm will be paid at $75 per hour and a flat fee of $1,250 for
preparation of the Debtor's 2023 federal and state tax returns.
Melody Antles, CPA, a Senior Manager at M3 & Associates, 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:
Melody Antles, CPA
M3 & Associates, LLP
1227 Lake Plaza Dr Suite B
Colorado Springs, CO 80906
Tel: (719) 685-7910
About Provision Bread & Bakery
Provision Bread & Bakery, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No.
24-14823) on Aug. 19, 2024, with as much as $1 million in both
assets and liabilities.
Judge Michael E. Romero oversees the case.
Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, PC
serves as the Debtor's legal counsel.
QUANTUM CORP: Regains Compliance With Nasdaq Listing Rule
---------------------------------------------------------
Quantum Corporation disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that the Company received a
letter from the listing qualifications staff of The Nasdaq Stock
Market confirming that the Company has regained compliance with the
bid price requirement in Nasdaq Listing Rule 5450(a)(1), as
required by the Nasdaq Hearing Panel's decision dated June 6, 2024.
The Letter further stated that on July 11, 2024, the Panel
separately confirmed that the Company had regained compliance with
the periodic filing requirement in Nasdaq Listing Rule 5250(c)(1).
Accordingly, the Panel has determined to continue the listing of
the Company's securities on Nasdaq. The Letter also informed the
Company that the Panel will monitor the Company's compliance with
the Periodic Filing Rule for a period ending on July 11, 2025, per
Nasdaq regulations.
About Quantum Corp.
Quantum Corp., based in San Jose, California, specializes in
technology and services that store and manage video and video-like
data. It provides streaming solutions for video and rich media
applications, as well as low-cost, high-density, massive-scale data
protection and archive systems. The company aims to help customers
capture, create, share, and preserve digital data for decades.
As of March 31, 2024, Quantum Corp. reported total assets of $187.6
million, total liabilities of $309.1 million, and a total
stockholders' deficit of $121.5 million.
Grant Thornton LLP, the company's auditor since 2023, issued a
"going concern" qualification in its report dated June 28, 2024.
The report cited that as of March 31, 2024, Quantum Corp. was in
default of certain debt covenants associated with its term debt and
credit facility, although it had obtained a waiver from its
lenders. All defaults existing at that time were waived through
July 2024. However, the company believes it is probable that it
will again violate certain debt covenants at the next testing date
in July 2024.
To address these challenges, Quantum Corp. plans to seek additional
covenant waivers or refinance its existing term debt and credit
facility. Additionally, the company is exploring strategies to
obtain further funding, which may include potential asset sales. If
it cannot extend the waiver, the company will need additional
funding to cover amounts due on its revolving credit and term loan.
However, there is uncertainty regarding its ability to secure this
funding or extensions on acceptable terms. The challenges faced
raise substantial doubt about Quantum Corp.'s ability to continue
as a going concern.
QUIRCH FOODS: S&P Alters Outlook to Negative, Affirms 'B' ICR
-------------------------------------------------------------
S&P Global Ratings revised its outlook on Coral Gables-based
specialty protein distributor Quirch Foods Holdings LLC to negative
from stable and affirmed all of its existing ratings, including its
'B' issuer and issue-level ratings.
The negative outlook reflects S&P's expectation that Quirch will
sustain S&P Global Ratings-adjusted debt to EBITDA of more than
6.5x over the next 12 months while FOCF generation remains
challenged.
S&P said, "We expect Quirch's S&P Global Ratings-adjusted debt to
EBITDA will improve from the current low-7x area once FOCF
generation recovers to more normalized levels over the next 12
months.
"We forecast Quirch to end fiscal year 2024 (ended Sept. 30, 2024)
with S&P Global Ratings-adjusted debt to EBITDA of 7x on account of
larger borrowings relative to our prior expectations under its $275
million asset-based lending facility (ABL) and lower FOCF
generation ($10 million-$20 million compared to roughly $70 million
in the prior year). The decreased FOCF forecast is driven largely
by elevated working capital requirements as a result of elevated
inventory and accounts receivable, as well as additional interest
burden and operating performance weakness (denoted by a 20 basis
points [bps] compression in EBITDA margin year over year). However,
we believe leverage will improve to 6.7x by the end of fiscal year
2025 as the realization of business optimization efforts help grow
EBITDA generation and working capital requirements fall. As a
result, we forecast free operating cash flow more than doubling in
fiscal year 2025.
"We expect Quirch's S&P Global Ratings-adjusted EBITDA margins will
remain in the low-4% area over the next 12 months.
"We believe S&P Global Ratings-adjusted EBITDA margins will remain
pressured in the fourth quarter of fiscal year 2024 due to lower
gross profit per pound in both the food-at-home and away-from-home
categories (where food away from home gross profit decreased 8.1%
as of the third quarter of 2024 (ended June 2024) due largely to
less profitability in the cruise line business). Suspended fresh, a
relatively higher-margin business relative to the product
portfolio, also generated significantly lower gross profit per
pound ($0.37 compared with $0.50 in the prior year-to-date period,
or a 25.6% decrease). As a result, trailing-12 month S&P Global
Ratings-adjusted gross margins (ended June 30, 2024) narrowed 100
bps to 11.3% from 12.3% a year ago. However, year-to-date sales,
general, and administrative (SG&A) margins dropped 40 bps to 7.6%
compared to 8.0% in the prior period. We expect better cost
controls to mitigate the impact of lower gross margins and for
margins to be maintained at a similar level next year once ongoing
business optimization efforts bear fruit (which are expected to
generate $12.4 million of cost synergies in fiscal year 2025).
Thus, we anticipate S&P Global Ratings-adjusted EBITDA margins
remaining in the low-4% area through fiscal year 2025."
S&P expects sales growth in fiscal 2025 to be driven by higher
average selling prices and modest volume gains.
As of the trailing 12-month period ended June 30, 2024, total
revenues increased by 6.4% to $3.9 billion, primarily driven by
higher average selling prices (ASP) year to date ($2.69 compared
with $2.49 in the prior-year period) and modest volume growth in
the first half of the year. Within the core distribution business,
all categories except seafood posted year-over-year ASP gains--with
poultry up 15%, pork up 11%, beef up 7%, and retail up 3%--and
companywide volume growth during the third quarter of 2024 remained
effectively flat. S&P projects mid- to high-single digit revenue
growth in fiscal year 2024, slowing to the low- to mid-single digit
percentage area in fiscal year 2025 as ASP growth falls to a
low-single digit rate, partially offset by steady volume
increases.
The negative outlook reflects S&P's expectation that Quirch will
sustain S&P Global Ratings-adjusted debt to EBITDA of more than
6.5x over the next 12 months while FOCF generation remains
challenged.
S&P could lower its rating on Quirch if the company does not
exhibit progress toward reducing S&P Global Ratings-adjusted
leverage to less than 6.5x or it is unable to consistently maintain
positive FOCF over the next 12 months. This could occur if the
company experiences elevated working capital requirements or
further margin compression over the same timeframe.
S&P could revise its outlook on Quirch to stable if it demonstrates
a path toward reducing S&P Global Ratings-adjusted leverage to less
than 6.5x and is able to generate a comfortable level of FOCF over
the next 12 months.
R2 MARKETING: Hires Menchaca & Company LLP as Financial Advisor
---------------------------------------------------------------
R2 Marketing and Consulting, LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
Menchaca & Company LLP as Financial Advisors and Consultants.
The firm will provide these services:
a. examine the Debtor's financial records and consult with
the Debtor and the Debtor's accounting personnel and prepare the
Debtor's amended Federal and California income tax returns required
for 2023 and prepare Federal and California income tax returns as
required to be filed by the Debtor for subsequent years until plan
confirmation;
b. examine the Debtor's financial records, consult with the
Debtor and Debtor's accounting personnel and assist the Debtor with
preparation of Monthly Operating Reports required to be filed with
the Court;
c. consult with the Debtor and assist the Debtor regarding the
preparation of insolvency analysis, projections and related
accounting schedules to be submitted with the Debtor's
reorganization plan; and
d. provide such other financial advisory and consulting
services as requested by the Debtor.
The firm will be paid at these rates:
Managing Partner and Managing Directors $570 per hour
Managers $425 per hour
Senior Consultants $385 per hour
Paraprofessionals $285 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jeffrey L. Sumpter, a partner at Menchaca & Company 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:
Jeffrey L. Sumpter
Menchaca & Company LLP
835 Wilshire Boulevard, Suite 300
Los Angeles, CA 90017
Tel: (310) 922-0920
Email: jusumpter@menchacacpa.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.
RECEPTION PURCHASER: S&P Downgrades ICR to 'D' on Debt Exchange
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Reception
Purchaser LLC (STG Logistics) to 'D' (default) from 'B-' and its
issue-level rating on its original first-lien facilities to 'D'
from 'B-'.
Over the coming days, S&P will reassess its issuer credit rating on
STG based on its new capital structure.
The downgrade follows the debt exchange STG executed earlier in the
current quarter. As part of the transaction, the company
transferred about half the assets securing its existing debt
facilities into a new, wholly owned, unrestricted subsidiary. These
transferred assets will now secure a new first-lien, first-out
(FLFO) term loan it has issued at this new subsidiary. It is
comprised of about $191 million including $136.5 million of new
money. The new unrestricted subsidiary will also issue a new
first-lien, second-out (FLSO) term loan, and first-lien, third-out
(FLTO) term loan to exchanging holders for a portion of their
existing claim.
The company also announced a proposal to issue new FLSO and FLTO
term loans in a multistep process. The remaining holders of its
existing first-lien term loan have been offered the opportunity to
exchange their holdings into FLSO and FLTO term loans that have
higher priority on the assets of the unrestricted subsidiary, in
return for accepting a discount on their existing claim.
For the existing revolving credit facility, lenders can convert
their outstanding investment into the FLSO at par.
The new term loan, issued at the new unrestricted subsidiary,
matures in October 2029. This extends beyond the existing term
loan's maturity date of March 2028 and the existing revolving
credit facility's maturity date of June 2027. The new term loan's
FLFO, FLSO, and FLTO tranches are priced differently but comprise a
PIK component for the next 12 quarters, which will improve
liquidity, but also increase STG's total outstanding debt.
S&P said, "We view this debt exchange as distressed and tantamount
to a default, given that lenders either did not receive adequate
compensation or will be taking a subordinated position relative to
assets securing the company's new term loan.
"Over the coming weeks we expect to reassess our issuer credit
rating and issue-level ratings upon close of the commenced exchange
offer. Our reassessment will reflect the revised capital
structure and our forward-looking opinion of its
creditworthiness."
RED RIVER: Court Rules Chapter 11 Case Stays in Texas
-----------------------------------------------------
Jonathan Randles and Steven Church of Bloomberg News report that
Johnson & Johnson didn't wrongly manipulate bankruptcy rules when
it filed an insolvency case in Texas and not its home state of New
Jersey, a federal judge ruled, increasing the odds the consumer
health giant can settle claims its baby powder gave women cancer.
Judge Christopher Lopez said Thursday, October 10, 2024, he'll keep
a J&J subsidiary in his Houston courtroom, dismissing claims the
company improperly skirted a federal appeals court for New Jersey
that has twice stopped its bid to end thousands of talc injury
lawsuits.
"I want to assure everyone that they are going to get a fair trial
in front of me," Lopez said.
The ruling is a big step forward for J&J, though the judge must
still decide whether a vote of claimants supporting the insolvency
case before it was filed was legitimate.
J&J is offering more than $8 billion to settle the litigation, a
proposal the company has said is supported by roughly 83% of the
women who voted on it. The settlement is being offered through a
corporate shell J&J created to absorb the cancer claims and file
bankruptcy, a controversial legal tactic known as the Texas Two
Step.
J&J has said its talc-based products are safe and lawsuits against
the company lack merit. The company has said J&J's new talc
subsidiary, Red River Talc LLC, is incorporated in Texas, which is
where its assets are located and where women who voted in support
of the plan selected as the appropriate legal forum.
J&J's talc unit "has the right to choose the venue that is the most
favorable," Red River lawyer Greg Gordon said during Thursday's
hearing.
"Today's decision is another step closer to full and final
resolution of the talc litigation for the benefit of all
stakeholders," J&J Worldwide Vice President of Litigation Erik Haas
said following the ruling.
The US Justice Department argued J&J's maneuvers "are an assault on
the very integrity of the bankruptcy system" and said the case
should return to New Jersey, where the company is headquartered and
the first two bankruptcies were thrown out.
Andy Birchfield, a lawyer for talc victims, also criticized the
company's tactic, saying it "abuses the bankruptcy system."
"Going forward, we will provide evidence to the court illustrating
many examples of deceit, deficiencies, and discrepancies of the
vote administered by J&J and the precedent rulings against such a
third-party liability release," he said in an email.
J&J created a corporate shell to absorb the cancer claims and file
for bankruptcy, only to have the US Third Circuit Court of Appeals
throw the cases out. The appeals court court said bankruptcies
weren't warranted because the units ultimately had the backing of
its deep-pocketed parent.
Gordon acknowledged that the company intentionally avoided filing
in New Jersey in order to avoid the Third Circuit. But they did
that for a legitimate reason, Gordon said. The company's bankruptcy
settlement is overwhelmingly supported by claimants, Gordon said,
citing the vote of alleged victims held before the latest
insolvency case was filed.
When claimants voted they knew that the case would be in Texas,
Gordon said.
The bankruptcy case is Red River Talc LLC, 24-90505, US Bankruptcy
Court for the Southern District of Texas (Houston).
About J&J Talc Units
LLT Management, LLC (formerly known as LTL Management LLC) was a
subsidiary of Johnson & Johnson that was formed to manage and
defend thousands of talc-related claims and oversee the operations
of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue
streams, including royalty revenue streams based on third-party
sales of LACTAID, MYLANTA/MYLICON and ROGAINE products.
LTL Management first filed a petition for Chapter 11 protection
(Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was
transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov.
16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time
of the filing, the Debtor was estimated to have $1 billion to $10
billion in both assets and liabilities.
In the 2021 case, LTL Management tapped Jones Day and Rayburn
Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP
and Shook, Hardy & Bacon LLP as special counsel; McCarter &
English, LLP as litigation consultant; Bates White, LLC as
financial consultant; and AlixPartners, LLP as restructuring
advisor. Epiq Corporate Restructuring, LLC, served as the claims
agent.
On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9
reconstituted the talc claimants' committee and appointed two
separate committees: (i) the official committee of talc claimants
I, which represents ovarian cancer claimants, and (ii) the official
committee of talc claimants II, which represents mesothelioma
claimants.
The official committee of talc claimants I tapped Genova Burns LLC,
Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its
legal counsel. Meanwhile, the official committee of talc claimants
II is represented by the law firms of Cooley LLP, Bailey Glasser
LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and
Sherman Silverstein Kohl Rose & Podolsky P.A.
Re-Filing of Chapter 11 Petition
On Jan. 30, 2023, a panel of the Third Circuit issued an opinion
directing this Court to dismiss the 2021 Chapter 11 Case on the
basis that it was not filed in good faith. Although the Third
Circuit panel recognized that the Debtor "inherited massive
liabilities" and faced "thousands" of future claims, it concluded
that the Debtor was not in financial distress before the filing.
On March 22, 2023, the Third Circuit entered an order denying the
Debtor's petition for rehearing. The Third Circuit entered an order
denying LTL's stay motion on March 31, 2023, and, on the dame day,
issued its mandate directing the Bankruptcy Court to dismiss the
2021 Chapter 11 Case.
The Bankruptcy Court entered an order dismissing the 2021 Case on
April 4, 2023.
Johnson & Johnson on April 4, 2023, announced that its subsidiary
LTL Management LLC (LTL) has re-filed for voluntary Chapter 11
bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain
approval of a reorganization plan that will equitably and
efficiently resolve all claims arising from cosmetic talc
litigation against the Company and its affiliates in North
America.
In the new filing, J&J said it has agreed to contribute up to a
present value of $8.9 billion, payable over 25 years, to resolve
all the current and future talc claims, which is an increase of
$6.9 billion over the $2 billion previously committed in connection
with LTL's initial bankruptcy filing in October 2021. LTL also has
secured commitments from over 60,000 current claimants to support a
global resolution on these terms.
In August 2023, U.S. Bankruptcy Judge Michael Kaplan in Trenton,
New Jersey, ruled that the second bankruptcy case should be
dismissed.
3rd Try
In May 2024, J&J announced its subsidiary LLT Management LLC is
soliciting support for a consensual prepackaged bankruptcy plan to
resolve its talc-related liabilities. Under the terms of the plan,
a trust would be funded with over $5.4 billion in the first three
years and more than $8 billion over the course of 25 years, which
J&J calculates to have a net present value of $6.475 billion.
Claimants must cast their vote to accept or reject the Plan by 4:00
p.m. (Central Time) on July 26, 2024. A solicitation package may be
requested at www.OfficialTalcClaims.com or by calling
1-888-431-4056. If the Plan is accepted by at least 75% of voters,
a bankruptcy may be filed under the case name In re: Red River Talc
LLC in a bankruptcy court in Texas or in the bankruptcy court of
another jurisdiction. Epiq Corporate Restructuring, LLC is serving
as balloting and solicitation agent for LLT.
On Sept. 20, 2024, Red River Talc LLC filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Tex. Case No. 24-90505).
Porter Hedges LLP and Jones Day serve as counsel in the new Chapter
11 case. Epiq is the claims agent.
Paul Hastings LLP is counsel to the Ad Hoc Committee of Supporting
Counsel. Randi S. Ellis is the proposed prepetition legal
representative of future claimants.
RELIABLE ENERGY: Ryan James Richmond Named Subchapter V Trustee
---------------------------------------------------------------
The Acting U.S. Trustee for Region 5 appointed Ryan James Richmond
as Subchapter V trustee for Reliable Energy Solutions, L.L.C.
Mr. Richmond will be paid an hourly fee of $375 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Richmond declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Ryan James Richmond
Sternberg, Naccari & White, LLC
450 Laurel Street
Suite 1450
Batton Rouge, LA 70801
Tel: 225-412-3667
Fax: 225-286-3046
Email: ryan@snw.law
About Reliable Energy Solutions
Reliable Energy Solutions, LLC -- https://resgenerator.com/ --
provides full installation and service of all Generac standby
generator systems.
Reliable Energy Solutions sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. La. Case No.
24-50826) on September 26, 2024, with $1 million to $10 million in
both assets and liabilities.Harry Thibodaux, managing member,
signed the petition.
Judge John W. Kolwe handles the case.
The Debtor is represented by Thomas R. Willson, Esq., at the Law
Office of Thomas R. Willson.
RELIANT LIFE SHARES: Sec. 341(a) Meeting of Creditors on Nov. 5
---------------------------------------------------------------
Reliant Life Shares LLC filed Chapter 11 protection in the Central
District of California. According to court documents, the Debtor
reports between $10 million and $50 million in debt owed to 1,000
and 5,000 creditors. The petition states funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Nov. 5, 2024 at 9:30 a.m. at UST-SVND2, TELEPHONIC MEETING.
CONFERENCE LINE:1-866-820-9498, PARTICIPANT CODE:6468388.
About Reliant Life Shares
Reliant Life Shares LLC is an investment service in Los Angeles,
California.
Reliant Life Shares LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code {Bankr. C.D. Cal. Case No. 24-11695) on Oct. 7,
2024. In the petition filed by Nicholas Rubin, as chief
restructuring officer, the Debtor reports estimated assets and
liabilities between $10 million and $50 million each.
The Honorable Bankruptcy Judge Martin R. Barash oversees the case.
RAINES FELDMAN LITTRELL LLP is the Debtor's counsel. STRETTO is
the claims agent.
RENOVARO INC: Incurs $80.65 Million Net Loss in FY Ended June 30
----------------------------------------------------------------
Renovaro Inc. filed with the Securities and Exchange Commission its
Annual Report on Form 10-K disclosing a net loss of $80.65 million
for the year ended June 30, 2024, compared to a net loss of $39.68
million for the year ended June 30, 2023.
As of June 30, 2024, the Company had $163.13 million in total
assets, $31.15 million in total liabilities, and $131.98 million in
total stockholders' equity.
Draper, UT-based Sadler, Gibb & Associates, LLC, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated Oct. 10, 2024, citing that the Company has incurred
substantial recurring losses from operations, has used cash in the
Company's continuing operations, and is dependent on additional
financing to fund operations which raises substantial doubt about
its ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1527728/000173112224001578/e5986_10-k.htm
About Renovaro Inc.
Headquartered in Los Angeles, CA, Renovaro Inc.
http://www.renovarobio.com),formerly Renovaro BioSciences Inc., is
a biotechnology company intending, if the necessary funding is
obtained, to develop advanced allogeneic cell and gene therapies to
promote stronger immune system responses potentially for long-term
or life-long cancer remission in some of the deadliest cancers, and
potentially to treat or cure serious infectious diseases such as
Human Immunodeficiency Virus (HIV) infections. As a result of the
Company's acquisition of GEDi Cube Intl on Feb. 13, 2024, the
Company has shifted the Company's primary focus and resources to
the development of the GEDi Cube Intl technologies.
RESTORED TRUCKING: Linda Gore Named Subchapter V Trustee
--------------------------------------------------------
J. Thomas Corbett, the U.S. Bankruptcy Administrator for the
Northern District of Alabama, appointed Linda Gore as Subchapter V
trustee for Restored Trucking Company, Inc.
The Subchapter V trustee can be reached at:
Linda B. Gore
Post Office Box 1338
Gadsden, AL 35902
Telephone No. 256-546-9262
Email: linda@ch13gadsden.com
About Restored Trucking Company
Restored Trucking Company is a Piedmont-based company operating in
the general freight trucking industry.
Restored Trucking Company filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Ala. Case No.
24-41134) on September 4, 2024, listing $500,000 to $1 million in
assets and $1 million to $10 million in liabilities. The petition
was signed by Michael S. Jones as president.
Judge James J Robinson presides over the case.
Robert D. McWhorter, Jr., Esq. at Inzer Haney McWhorter Haney &
Skelton, LLC, represents the Debtor as legal counsel.
REVIVA PHARMACEUTICALS: Grants Stock Options to 3 Execs
-------------------------------------------------------
Reviva Pharmaceuticals Holdings, Inc. disclosed in a Form 8-K
Report filed with the U.S. Securities and Exchange Commission that
on September 15, 2024, the Compensation Committee of the Board of
Directors determined the amount of incentive bonuses earned by the
Company's named executive officers for fiscal 2023 based on the
Committee's assessment of performance criteria established by the
Committee.
In connection with such determination, the Committee awarded Dr.
Laxminarayan Bhat, the Company's President and Chief Executive
Officer, and Narayan Prabhu, the Company's Chief Financial Officer,
incentive bonuses of $157,500 and $95,940, respectively, paid in
lieu of cash payment in the form of immediately vested stock
options having a substantially equivalent Black-Scholes value. As a
result, in payment for the foregoing incentive bonuses, on
September 15, 2024, the Committee granted Dr. Bhat and Mr. Prabhu
immediately exercisable options under the Company's 2020 Equity
Incentive Plan to purchase 158,451 and 96,519 shares of the
Company's common stock, respectively, at an exercise price of $1.20
per share, based on the closing price of the Company's common stock
on September 13, 2024, the most recent date preceding the Grant
Date on which trades were recorded, in accordance with the terms of
the 2020 Plan.
Also on the Grant Date, the Committee determined the amount of the
incentive bonus earned for fiscal 2023 by Seema Bhat, the Company's
Vice President for Program & Portfolio Management and the spouse of
Dr. Bhat, based on the Committee's assessment of performance
criteria established by the Committee. In connection with such
determination, the Committee awarded Ms. Bhat a bonus of $77,376,
paid in the form of immediately vested stock options in lieu of
cash payment. As a result, in payment for Ms. Bhat's incentive
bonus, on the Grant Date, Ms. Bhat was granted by the Committee
immediately exercisable options to purchase an aggregate of 77,843
shares of the Company's common stock at an exercise price of $1.20
per share, based on the closing price of the Company's common stock
on September 13, 2024, the most recent date preceding the Grant
Date on which trades were recorded, in accordance with the terms of
the 2020 Plan.
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at:
https://tinyurl.com/vn9bfmw8
About Reviva Pharmaceuticals Holdings
Cupertino, Calif.-based Reviva Pharmaceuticals Holdings, Inc. is a
late-stage biopharmaceutical company that discovers, develops, and
seeks to commercialize next-generation therapeutics for diseases
representing unmet medical needs and burdens to society, patients,
and their families.
Going Concern
The Company's current cash on hand is not sufficient to satisfy its
operating cash needs for the 12 months from the filing its
Quarterly Report on Form 10-Q for the period ended June 30, 2024.
The Company believes that it has adequate cash on hand to cover
anticipated outlays into the third quarter of fiscal year 2024, but
will need additional fundraising activities and cash on hand during
the third quarter of fiscal year 2024. These conditions raise
substantial doubt regarding the Company's ability to continue as a
going concern for a period of one year after the date the financial
statements are issued.
The Company will seek to fund its operations through public or
private equity or debt financings or other sources, which may
include collaborations with third parties. In May 2024, the Company
raised capital through a registered financial offering. Adequate
additional financing may not be available to the Company on
acceptable terms, or at all. Should the Company be unable to raise
sufficient additional capital, the Company may be required to
undertake cost-cutting measures, including delaying or
discontinuing certain clinical activities.
REVLON INC: Talc Claimants' Appeal Goes Straight to Second Circuit
------------------------------------------------------------------
The Honorable David S. Jones of the United States Bankruptcy Court
for the Southern District of New York granted the motion filed by
individuals who refer to themselves as "certain post-bankruptcy
talc claimants" in the Chapter 11 cases of Revlon, Inc., seeking
certification of a direct appeal to the United States Court of
Appeals for the Second Circuit.
The Talc Claimants are looking to challenge an order approving a
motion by RML, LLC, the Reorganized Debtor, to enforce the Plan
injunction as against the Talc Claimants, who were pursuing
lawsuits in other venues to seek compensation for illnesses that
they assert they contracted as a result of their pre-petition use
of Revlon talc products that contained asbestos.
The Talc Claimants assert pre-petition "claims" against the
Reorganized Debtor as that term is defined by the Bankruptcy Code.
Revlon's confirmed Plan and the Confirmation Order included
discharge and injunctive provisions that are typical of those found
in many plans, which, by their unambiguous language, applied to the
Talc Claimants' claims. The Decision rejected the Talc Claimants'
contention that the Bankruptcy Code permitted such a discharge of
their claims only by means of a plan that satisfied the
requirements of Section 524(g) of the Bankruptcy Code, which
Revlon's Plan did not. Further, the Decision held that, to the
extent compliance with Section 524(g) was not mandatory under the
Code, deeming the claimants' claims to be discharged did not
violate constitutional due process requirements in light of
constructive notice that had been provided to unknown creditors.
Judge Jones says the Court sees such public importance from the
perspective of the individual claimants affected and the many like
them who may face similar situations in the future. The Court also
sees public importance from the perspective of the functioning of
the bankruptcy system and the efficacy of bankruptcy's promised
fresh start for debtors who successfully navigate the bankruptcy
process. Those conclusions satisfy both of the two alternative
bases for certifying an appeal under Section 158(d)(2)(A)(i). In
that circumstance, this Court 'shall make the certification.' 28
U.S.C. Sec. 158(d)(2)(B).
A copy of the Court's decision is available at
https://urlcurt.com/u?l=U5kFVx
About Revlon Inc.
Revlon Inc. manufactures, markets and sells an extensive array of
beauty and personal care products worldwide, including color
cosmetics; fragrances; skin care; hair color, hair care and hair
treatments; beauty tools; men's grooming products; antiperspirant
deodorants; and other beauty care products. Today, Revlon's
diversified portfolio of brands is sold in approximately 150
countries around the world in most retail distribution channels,
including prestige, salon, mass, and online.
Since its breakthrough launch of the first opaque nail enamel in
1932, Revlon has provided consumers with high-quality product
innovation, performance and sophisticated glamour. In 2016, Revlon
acquired the iconic Elizabeth Arden company and its portfolio of
brands, including its leading designer, heritage and celebrity
fragrances.
Revlon is among the leading global beauty companies, with some of
the world's most iconic and desired brands and product offerings in
color cosmetics, skin care, hair color, hair care and fragrances
under brands such as Revlon, Revlon Professional, Elizabeth Arden,
Almay, Mitchum, CND, American Crew, Creme of Nature, Cutex, Juicy
Couture, Elizabeth Taylor, Britney Spears, Curve, John Varvatos,
Christina Aguilera and AllSaints.
Revlon sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
22-10760) on June 15, 2022. Fifty affiliates, including Almay,
Inc., Beautyge Brands USA, Inc., and Elizabeth Arden, Inc., also
sought bankruptcy protection on June 15 and
June 16, 2022.
Revlon disclosed total assets of $2,328,093,000 against total
liabilities of $3,689,240,395 as of April 30, 2022.
The Hon. David S. Jones is the case judge.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as
bankruptcy counsel; Mololamken, LLC as special litigation counsel;
PJT Partners, LP as investment banker; KPMG, LLP as tax services
provider; and Alvarez & Marsal North America, LLC as restructuring
advisor. Robert M. Caruso and Matthew Kvarda of Alvarez & Marsal
serve as the Debtors' chief restructuring officer and interim chief
financial officer, respectively. Meanwhile, Kroll Restructuring
Administration, LLC is the Debtors' claims agent and administrative
advisor.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on June 24, 2022. Brown Rudnick, LLP, Province,
LLC and Houlihan Lokey Capital, Inc. serve as the committee's legal
counsel, financial advisor and investment banker, respectively.
RIC (AUSTIN): Hires Munsch Hardt Kopf & Harr as Legal Counsel
-------------------------------------------------------------
RIC (Austin), LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Texas to employ Munsch Hardt Kopf & Harr,
PC as legal counsel.
The firm will render these services:
(a) serve as attorneys of record for the Debtor and to provide
representation and legal advice;
(b) assist the Debtor in carrying out its duties under the
Bankruptcy Code;
(c) consult with the United States Trustee, any statutory
committee that may be formed, and all other creditors and
parties-in-interest concerning administration of the Bankruptcy
Case;
(d) assist in potential sales of the Debtor's assets;
(e) prepare on behalf of the Debtor all legal papers and
documents to further its estate's interests and objectives, and to
assist it in the preparation of schedules, statements, and reports,
and represent it and its estate at all related hearings and at all
related meetings of creditors, United States Trustee interviews,
and the like;
(f) assist the Debtor in connection with formulating and
confirming a Chapter 11 plan;
(g) assist the Debtor in analyzing and appropriately treating
the claims of creditors;
(h) appear appear before this court and any appellate courts
or other courts having jurisdiction over any matter associated with
the bankruptcy case;
(i) perform all other legal services and provide all other
legal advice to the Debtor as may be required or deemed to be in
the interest of its estate in accordance with the Debtor's powers
and duties as set forth in the Bankruptcy Code; and
(j) defend the Debtor against any and all actions and claims
made against it and its property.
The firm's hourly rates are as follows:
Jay Ong, Shareholder $650
Thomas Berghman, Shareholder $600
Jonathan Petree, Associate $425
Jacob King, Associate $360
Heather Valentine, Paralegal $215
In addition, the firm will seek reimbursement for expenses
incurred.
After the petition date and prior to the relief date, the firm was
paid $264,885.50. As of the relief date, there remains a
$142,445.90 balance on the retainer.
Mr. Berghman 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:
Thomas D. Berghman, Esq.
Munsch Hardt Kopf & Harr P.C.
1717 West 6th Street, Suite 250
Austin, TX 78703
Telephone: (512) 391-6100
Facsimile: (512) 391-6149
Email: tberghman@munsch.com
About RIC (Austin)
On March 12, 2024, Panache Development and Construction, Inc. filed
its involuntary petition under Chapter 7 (Bankr. W.D. Tex. Case No.
24-10264) on Mar. 12, 2024.
On September 9, 2024, the court entered its agreed order for relief
against RIC (Austin), LLC under Subchapter V of Chapter 11 of Title
11 of the United States Code.
Judge Christopher G. Bradley oversees the case.
The Debtor tapped Munsch Hardt Kopf & Harr P.C. as counsel, HMP
Advisory Holdings, LLC, doing business as Harney Partners, as
restructuring advisor, and O&L LP as special development
consultant.
RIC (AUSTIN): Seeks to Tap O&L as Special Development Consultant
----------------------------------------------------------------
RIC (Austin), LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Texas to employ O&L LP as its special
development consultant.
The firm will render these services:
(a) provide assistance and consultation, in conjunction with
other professionals and individuals appointed by the Debtor, to
assist it with restructuring its operations and financial
obligations ("Restructuring") and the development and disposition
of real estate and related assets owned by the it (RE Assets);
(b) provide development, construction, financial, project
management and administrative expertise and consultation, and
furnish strategic advice and recommendations regarding RE Assets
and Restructuring;
(c) assist in the development of a comprehensive strategy
regarding Restructuring and RE Assets, and in the implementation of
the Debtor's approved strategies for the timely monetization of RE
Assets and resolution of Restructuring; and
(d) provide such other related services as the Debtor may
reasonably require from time to time in connection with the
foregoing.
The firm's hourly rates are as follows:
Elliot Steiner $400
Project Managers $100- $150
Accounting Managers $80 - $100
Project Admiistrators $50 - $75
Accounting Administrators $40 - $50
In addition, the firm will seek reimbursement for expenses
incurred.
Mr. Steier, a principal at O&L, 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:
Elliot Steiner
O&L LP
About RIC (Austin)
On March 12, 2024, Panache Development and Construction, Inc. filed
its involuntary petition under Chapter 7 (Bankr. W.D. Tex. Case No.
24-10264) on Mar. 12, 2024.
On September 9, 2024, the court entered its agreed order for relief
against RIC (Austin), LLC under Subchapter V of Chapter 11 of Title
11 of the United States Code.
Judge Christopher G. Bradley oversees the case.
The Debtor tapped Munsch Hardt Kopf & Harr P.C. as counsel, HMP
Advisory Holdings, LLC, doing business as Harney Partners, as
restructuring advisor, and O&L LP as special development
consultant.
RIC (AUSTIN): Taps HMP Advisory Holdings as Restructuring Advisor
-----------------------------------------------------------------
RIC (Austin), LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Texas to employ HMP Advisory Holdings, LLC,
doing business as Harney Partners, as restructuring advisor.
The firm will render these services:
(a) serve as chief restructuring officer for the Debtor;
(b) serve as professional consultants to the Debtor;
(c) assist the Debtor and its counsel with general matters
related to the bankruptcy case;
(d) assist the Debtor with preparation of financial
information pertaining to estate assets, liabilities, cash flows,
financial statements, and projections, as required by its lender,
potential acquisition parties and other stakeholders;
(e) assist in the preparation of post-petition financing
budgets and related documents, support the successful completion of
the case;
(f) assist in the analysis of assets and liabilities of the
Debtor and potential amendments to the Schedules and Statement of
Financial Affairs;
(g) assist in the review of financial information exchanged
between the Debtor and its creditors, any regulatory agencies,
consultants, prospective investors/purchasers or other third
parties, as may be necessary or appropriate;
(h) assist the Debtor with preparation of any bankruptcy
required reporting, including Monthly Operating Reports;
(i) provide support for the development of a plan of
reorganization, sale process, and/or other disposition of the
Debtor;
(j) coordinate with the Debtor and any of the other
professionals that it retained in this case; and
(k) other services as may be agreed upon between the parties.
The firm's professionals will be paid at these hourly rates:
President/Executive Vice President $600 - $700
Managing Directors $500 - $600
Director/Senior Manager $400 - $500
Manager/Senior Consultant $275 - $400
Support Staff $180 - $275
In addition, the firm will seek reimbursement for expenses
incurred.
On April 23, 2024, the Debtor paid Harney Partners a retainer of
$75,000.
Greg Milligan, an executive vice president at HMP Advisory
Holdings, 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:
Greg Milligan
HMP Advisory Holdings LLC
3800 N. Lamar Blvd.
Austin, TX 78756
About RIC (Austin)
On March 12, 2024, Panache Development and Construction, Inc. filed
its involuntary petition under Chapter 7 (Bankr. W.D. Tex. Case No.
24-10264) on Mar. 12, 2024.
On September 9, 2024, the court entered its agreed order for relief
against RIC (Austin), LLC under Subchapter V of Chapter 11 of Title
11 of the United States Code.
Judge Christopher G. Bradley oversees the case.
The Debtor tapped Munsch Hardt Kopf & Harr P.C. as counsel, HMP
Advisory Holdings, LLC, doing business as Harney Partners, as
restructuring advisor, and O&L LP as special development
consultant.
RKO SERVICES: Court Allows Renewed Application to Hire Burks
------------------------------------------------------------
Judge Marvin Isgur of the United States Bankruptcy Court for the
Southern District of Texas denied RKO Services, LLC's motion to
reconsider an oral ruling disqualifying H. Gray Burks, IV of
BurksBaker, PLLC from employment as counsel for the debtor and its
affiliates. The Court said RKO's application to employ Burks is
denied without prejudice but allowed RKO to submit a renewed
application to employ Burks for the period following counsel's
alleged cure of his lack of disinterestedness.
Section 327(a) of the Bankruptcy Code requires that any
professional retained by a trustee or debtor-in-possession be
"disinterested." RKO asked the Court to exercise discretion since
the absence of disinterestedness has now been cured, and because it
was unintentional. The Court says it is unable to locate any
authority (and RKO provides none) that gives the Court discretion
to disobey the Bankruptcy Code's disinterestedness requirement.
Burks was not a disinterested person at the petition date. Burks'
engagement agreement permitted BurksBaker to obtain a lien on
property of the Debtors' estates to secure payment of its fees,
making the firm both a creditor of the Debtors and an entity with
an interest materially adverse to the Debtors' estates under Sec.
101(14) of the Bankruptcy Code. The Court also found that the
application for employment failed to disclose that BurksBaker was
representing or contemplating representation of entities affiliated
with the Debtors. The firm thus had a current or potential conflict
of interest with the Debtors through contemplated representation of
entities with potential adverse interests to the Debtors. For these
reasons, the Court disqualified Burks from employment as attorney
for the Debtors under Sec. 327(a). RKO does not contest these
findings.
RKO argues in its motion for reconsideration that whatever lack of
disinterestedness that may have existed has now been cured. RKO
asserts that BurksBaker currently holds no liens on property of the
Debtors and has stricken the applicable lien provisions from its
engagement agreement. RKO also argues that the engagement agreement
incorrectly states the firm's potential representation of
affiliated entities, and insists "BurksBaker, PLLC has not and does
not represent these entities in any capacity." The Court found at
the October 4 hearing that Burks' striking of the lien provisions
from the engagement agreement cured the lack of disinterestedness
and that Burks was disinterested at the time the cure was
performed.
A finding of a lack of disinterestedness under an application to
employ mandates disqualification of the professional. This
obligation is not changed by a cure of the non-disinterestedness
following the denial, the Court concludes.
Judge Isgur says, "RKO has not filed a corrected application with
proper Rule 2014(a) disclosures (including an appropriate
disclosure of the firm's connections) and a declaration indicating
compliance with Sec. 327(a). RKO may file a renewed application to
employ Burks as Debtors' counsel, retroactively to September 25,
2024 (the date on which three paragraphs were 'hereby stricken from
the engagement agreement'). Although Burks may be granted
employment after a review of his corrected disclosures, he is not
entitled to any fees during the period prior to his cure of his
lack of disinterestedness."
A copy of the Court's decision dated October 8, 2024, is available
at https://urlcurt.com/u?l=YQvRz3
About RKO Services
RKO Services, LLC and its affiliates filed their voluntary
petitions under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. S.D. Tex. Case No. 24-20186) on July 1, 2024. RKO Services
disclosed up to $1 million in assets and up to $10 million in
liabilities.
Judge Marvin Isgur handles the case.
The Debtors tapped H. Gray Burks, IV, Esq., at BurksBaker, PLLC as
legal counsel and Christine Beckwith as bookkeeper.
ROUTE 66: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to Route
66 Development Authority. At the same time, S&P assigned a 'B-'
issue-level rating to the first-lien term loan B due 2030.
The stable outlook reflects S&P's expectation that the Authority
will have adequate liquidity during the construction project, open
on time, and ramp up operations successfully.
The 'B-' issuer credit rating reflects the highly competitive
nature of the Oklahoma gaming market, yet our expectations for the
new property to benefit from its higher asset quality relative to
peers, and from the Caesars brand partnership. The casino will
operate in the highly competitive and saturated Oklahoma gaming
market, with larger, established, and well-trafficked casinos
within close proximity. There are 64 tribal casinos (comprising
about 36,000 slot machines and 400 table games) within a 125-mile
radius, creating substantial competitive pressure.
S&P said, "While there are many casinos within a few hours' drive,
we believe the property will compete effectively through its
partnership with Caesars. We expect the Harrah's Oklahoma casino
will benefit from the Caesars partnership through the Caesars
Rewards program, with its substantial member database, and its
brand recognition that will help drive visitation and revenue. The
property will be one of two branded properties within the
competitive landscape (the other being Hard Rock Casino and Hotel
in Tulsa, located about 75 miles from Harrah's Oklahoma).
Furthermore, we expect the property will be higher quality relative
to its unbranded competitors. We expect the casino to draw most of
its customers from Oklahoma City, approximately 35 miles away from
Chandler, with an adult population of around 1.1 million."
Since 2013, the Iowa Tribe of Oklahoma has operated the Cimmaron
Casino, Ioway Travel Plaza and the small Ioway Casino which is
located across from the site of the Harrah's Oklahoma development
project. This has allowed the Tribe to understand the local gaming
market and grow its database before partnering with Caesars to
develop a larger branded casino. The existing casinos are not part
of the credit group. Additionally, the Ioway Casino will be closed
when Harrah's Oklahoma begins operations.
S&P said, "We view the financial risk as highly leveraged, which
reflects the risk associated with a greenfield project and the
subsequent ramp-up period. We believe construction and development
risks, and risks associated with ramping up operations and cash
flow generation, can strain liquidity. In our view, liquidity risk
during the construction period is somewhat mitigated by a
guaranteed maximum price (GMP) contract, a 10% funded contingency
in the construction budget, and a $20 million contingency line of
credit provided by Caesars ($5 million currently funded; combined,
the funded contingency and Caesars support account for about 25% of
the hard costs, which we view as more than adequate and higher than
other gaming projects, especially considering the limited
complexity of the development project). However, while there is a
funded interest reserve for the full construction period, it is
only expected to cover three months of interest after the projected
opening of May 2026, which creates a short timeline to ramp up cash
flow from operations to cover interest expense and term loan
amortization. This could pressure liquidity, as the casino will
operate in a highly competitive market and will also have to
allocate resources to marketing and promotions to ramp up
operations. In addition, reliance on a single asset to service its
debt heightens event risks such as severe weather, and also exposes
it to regional economic weakness. Nevertheless, we believe Caesars'
experience in managing tribal casinos and its ability to leverage
its sizable database to market Harrah's Oklahoma to its existing
customers who live within 100 miles should support the ramp-up and
allow the casino to generate sufficient cash flow to cover debt
service needs once the interest reserve is depleted.
"The stable outlook reflects our view that Route 66 Development
Authority has adequate funding in place to complete the
construction of the casino, including a three-month interest
reserve account, $21 million of funding from the tribe, a $20
million line of credit from Caesars ($5 million funded at close),
and a GMP contract with a funded contingency. Our outlook also
reflects our expectation that the casino will open on time and on
budget, and ramp up successfully to generate sufficient cash flow
to cover debt service by the end of the three-month interest
reserve period.
"We would consider lowering the rating if construction delays or
other unexpected events lead to a deterioration in liquidity. We
could also lower the rating if operating performance upon opening
is weaker than expected such that the Authority is unable to cover
its fixed charges.
"We are unlikely to raise our rating until after the casino has
opened and is able to meet our operating performance expectations.
We could raise the rating if leverage is sustained under 5x and
EBITDA interest coverage is greater than 2x."
RQMJXL LLC: Court Allows Renewed Application to Hire Burks
----------------------------------------------------------
Judge Marvin Isgur of the United States Bankruptcy Court for the
Southern District of Texas denied RQMJXL LLC's motion to reconsider
an oral ruling disqualifying H. Gray Burks, IV of BurksBaker, PLLC
from employment as counsel for the debtor. The Court said RQMJXL
may file a renewed application to employ Burks as counsel,
retroactively to September 25, 2024.
At a hearing held on September 13, 2024, the Court vacated the
order authorizing employment of Burks because counsel was not
disinterested as of the petition date pursuant to 11 U.S.C. Sec.
327.
RQMJXL moves to reconsider, arguing that any lack of disinterest
has been cured postpetition. RQMJXL asserts that BurksBaker
currently holds no liens on RQMJXL's property and has stricken the
applicable lien provisions from its engagement agreement.
The Court denies RQMJXL's motion for reconsideration and vacates
the order authorizing the employment of Burks as RQMJXL's counsel.
Judge Isgur says, "RQMJXL has not filed a corrected application
with proper Rule 2014(a) disclosures (including an appropriate
disclosure of the firm's connections) and a declaration indicating
compliance with Sec. 327(a). RQMJXL may file a renewed application
to employ Burks as Debtor's counsel, retroactively to September 25,
2024 (the date on which three paragraphs were 'hereby stricken from
the engagement agreement'). Although Burks may be granted
employment after a review of his corrected disclosures, he is not
entitled to any fees during the period prior to his cure of his
lack of disinterestedness."
A copy of the Court's decision dated October 8, 2024, is available
at https://urlcurt.com/u?l=gRWE11
About RQMJXL LLC
RQMJXL LLC sought relief under Subchapter V of Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-33112) on July
1, 2024. In the petition signed by Robert Orfino, manager, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Marvin Isgur handles the case.
The Debtor tapped H. Gray Burks, IV, Esq., at BurksBaker, PLLC as
legal counsel and Christine Beckwith as bookkeeper.
SAMJANE PROPERTIES: Sale of Florissant Property to Best Wash OK'd
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri,
Eastern Division, has approved SamJane Properties, LLC's motion to
sell real estate at 2386 N. HWY 67, Florissant, MO 63033 to Best
Wash Missouri Holding LLC.
Best Wash has offered to buy the Property for $675,000, after the
Debtor and the buyer engaged in arm's-length negotiations.
The Court finds that Best Wash is a good faith purchaser within the
the meaning of Sec. 363(m) of the Bankruptcy Code.
The Court asserts that the sale and conveyance of the Property to
Best Wash shall be free and clear of all liens, encumbrances and
interests, including, without limitation, mortgages, security
interests, consignment rights, conditional sale and or title
retention agreements, pledges, liens, judgments, demands,
easements, restrictions, constructive or resulting trusts, or
charges of any kind.
The Court further indicates that the Debtor has made significant
and satisfactory efforts to market the Property in order to
maximize the recovery for its estate. Best Wash's offer, the Court
says, is in the best business judgment of the Debtor, the highest
and best offer the Debtor has received for the sale of the
Property.
About SamJane Properties
SamJane Properties, LLC, owns the land, the furniture, fixtures and
equipment located at 2386 N. HWY 67, Florissant, MO 63033.
SamJane Properties filed a Chapter 11 petition (Bankr. E.D. Mo.
Case No. 23-43553) on Oct. 2, 2023, with $500,001 to $1 million in
assets and $0 to $50,000 in liabilities.
Judge Bonnie L. Clair oversees the case.
Robert A. Breidenbach, Esq., at Goldstein & Pressman is the
Debtor's legal counsel.
SEARED INC: Gerard Luckman Named Subchapter V Trustee
-----------------------------------------------------
The U.S. Trustee for Region 2 appointed Gerard Luckman, Esq., at
Forchelli Deegan Terrana, LLP as Subchapter V trustee for Seared
Inc.
Mr. Luckman will be paid an hourly fee of $695 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Luckman declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Gerard R. Luckman, Esq.
Forchelli Deegan Terrana, LLP
333 Earle Ovington Blvd., Suite 1010
Uniondale, NY 11553
Tel: (516) 812-6291
Email: gluckman@ForchelliLaw.com
About Seared Inc.
Seared Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.Y. Case No. 24-43918) on September
20, 2024, with up to $50,000 in assets and up to $1 million in
liabilities.
Judge Jil Mazer-Marino presides over the case.
Lawrence Morrison, Esq., represents the Debtor as legal counsel.
SHARING SERVICES: Executes 1,400-to-1 Reverse Stock Split
---------------------------------------------------------
Sharing Services Global Corporation disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that on
September 12, 2024, the Company received notice from the Financial
Industry Regulatory Authority that it had announced the
effectiveness of its 1,400-to-1 reverse stock split of the issued
and outstanding shares of common stock, on FINRA's daily list. The
Reverse Split became effective at the open of market on September
13, 2024.
As a result of the Reverse Split, 1,400 shares of the issued and
outstanding common stock of the Company were converted into one
share of common stock. All fractional shares created by the Reverse
Split have been rounded up to the nearest whole share. Each
shareholder received at least one share. The Reverse Split does not
affect the total number of shares of capital stock, including the
Common Stock, that the Company is authorized to issue, or the par
value of the Common Stock, which shall remain as set forth in the
Articles of Incorporation. Certain of the Company's outstanding
securities, pursuant to which shares of Common Stock are issuable,
were adjusted as a result of the Reverse Split, as required by the
terms of such securities. The Company's shares continued to trade
on the OTC Marketplace under the symbol "SHRG" with the letter "D"
appended as the ticker symbol's fifth character for 20 business
days after the Market Effective Date.
No action is required from current stockholders in relation to the
Reverse Split. In connection with the Reverse Split, the Company's
CUSIP has also changed to 81953103. Immediately prior to the
Reverse Split, the Company had 376,328,885 shares of Common Stock
issued and outstanding. Immediately following the Market Effective
Date of the Reverse Split, the Company has 269,214 shares of Common
Stock issued and outstanding.
The Reverse Split was approved by the Company's Board of Directors
on September 26, 2023, and was approved by the Company's majority
stockholders holding approximately 53.5% of the issued and
outstanding common stock on October 30, 2023.
On September 5, 2024, the Company filed with the Secretary of State
of the State of Nevada a Certificate of Amendment to its Articles
of Incorporation to reflect the Reverse Split.
About Sharing Services
Headquartered in Plano, Texas, Sharing Services Global Corporation
currently markets and distributes health and wellness products
primarily in the U.S. and Canada, and delivers its member-based
travel services, primarily in the U.S., using a direct selling
business model. The Company markets its health and wellness
products through its proprietary website: www.thehappyco.com; and
its member-based travel services using www.mytravelventures.com.
Currently, the Company is in the process of revamping its
subscription-based travel services and plans to relaunch it in
November 2024.
The Company intends to continue to grow its business both
organically and by making strategic acquisitions, from time to
time, of businesses and technologies that augment its product
portfolio, complement its business competencies, and fit its growth
strategy.
Jericho, New York-based Grassi & Co., CPAs, P.C., the Company's
auditor since 2023, issued a "going concern" qualification in its
report dated July 1, 2024, citing that the Company (i) has incurred
losses and negative cash flows from operations for consecutive
years, (ii) has an accumulated deficit and negative equity, which
raise substantial doubt about its ability to continue as a going
concern.
Sharing Services reported a net loss of $6.71 million for the year
ended March 31, 2024, compared to a net loss of $37.69 million for
the year ended March 31, 2023. As of June 30, 2024, Sharing Servies
had $6.23 million in total assets, $9.96 million in total
liabilities, and a total stockholders' deficit of $3.73 million.
SHIRER FAMILY: Greta Brouphy Named Subchapter V Trustee
-------------------------------------------------------
The Acting U.S. Trustee for Region 5 appointed Greta Brouphy, Esq.,
at Heller Draper & Horn, LLC as Subchapter V trustee for Shirer
Family Casket Company, LLC.
Ms. Brouphy will be paid an hourly fee of $400 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Brouphy declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Greta M. Brouphy
Heller Draper & Horn, LLC
650 Poydras St., Ste. 2500
New Orleans, LA 70130-6175
Telephone: 504-299-3300-; Fax 504-299-33
Email: gbrouphy@hellerdraper.com
About Shirer Family Casket Company
Shirer Family Casket Company, LLC sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. La. Case No. 24-11860)
on September 25, 2024, with $100,001 to $500,000 in assets and
$500,001 to $1 million in liabilities.
Judge Meredith S. Grabill presides over the case.
Evan Park Howell, III, Esq. at the Law Office of Evan Howell
represents the Debtor as bankruptcy counsel.
SIGNAL RELIEF: Seeks to Tap Tanner as Tax Preparer and Accountant
-----------------------------------------------------------------
Signal Relief, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Utah to employ Tanner LLC, doing business as
Tanner Accountants & Advisors, as tax preparer and accountants.
The firm will perform tax preparation and accounting services to
the Debtor, including, as reasonably requested, preparing its
federal, state, and local taxes for any tax years required and
assisting in accounting related to the administration of the
Chapter 11 case where appropriate and necessary.
The firm will be paid at these hourly rates:
Partner/Principal $550
Director $470
Senior Manager $430
Manager $390
Senior $305
Associate $240
Intern $175
In addition, the firm will seek reimbursement for expenses
incurred.
`
Nathan Peterson, CPA, a member at Tanner Accountants & Advisors,
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:
Nathan Peterson, CPA
Tanner Accountants & Advisors
36 S. State St., Ste. 600
City Cree Center
Salt Lake City, UT 84111
Telephone: (801) 532-7444
Email: npeterson@tannerco.com
About Signal Relief
Signal Relief, Inc. is a manufacturer of a pain relief patch that
reduces pain by focusing on the body's electrical impulses.
Signal Relief, Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No.
24-22947) on June 14, 2024, listing $1,198,072 in assets and
$3,341,600 in liabilities. The petition was signed by Daniel
Marirott as CEO.
Judge Joel T. Marker presides over the case.
The Debtor tapped Darren Neilson, Esq., at Parsons Behle and
Latimer as counsel and Tanner LLC, doing business as Tanner
Accountants & Advisors, as tax preparer and accountants.
SILVER CREEK: Seeks to Tap Mumford Company as Real Estate Broker
----------------------------------------------------------------
Silver Creek Investments, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Mumford Company, Inc. as its real estate broker.
The Debtor needs a broker to sell its property located at 4478 S.
Marsalis Ave., Dallas, Texas.
The firm will receive a commission of 3 percent of the property's
gross sale price.
In addition, the firm will seek reimbursement for expenses
incurred.
`
Ryan Patterson, vice president at Mumford Company, 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:
Ryan Patterson
Mumford Company, Inc.
1537 Singleton Boulevard
Dallas, TX 75212
Telephone: (469) 644-0779
Facsimile: (757) 952-2112
About Silver Creek Investments
Silver Creek Investments LLC, doing business as Glendale Shopping
Center and Glendale Shopping Mall, is primarily engaged in renting
and leasing real estate properties.
Silver Creek Investments LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-32328) on August
5, 2024. In the petition filed by Alfred Herron, owner, the Debtor
disclosed estimated assets and liabilities between $1 million and
$10 million each.
The Honorable Bankruptcy Judge Michelle V. Larson handles the
case.
The Debtor is represented by Joyce Lindauer, Esq. at Joyce W.
Lindauer Attorney, PLLC.
SILVERADO STAGES: Court Affirms Summary Judgment in Saia Suit
-------------------------------------------------------------
Judge Michael S. Catlett of the the Arizona Court of Appeals,
Division One, affirmed the order of the Superior Court in Maricopa
County granting summary judgment to the defendants in the case
captioned as SAIA FAMILY LIMITED PARTNERSHIP,
Plaintiff/Appellant/Cross-Appellee, v. NINEVEH HOLDINGS, LLC,
Defendant/Appellee/Cross-Appellant, and EUGENE BRONSON, et al.,
Defendants/Appellees, No. 1 CA-CV 23-0509 (Ariz. App. Ct.). The
Appellate Court vacated the superior court's denial of attorney
fees to Nineveh and remanded for the court to determine
the proper amount of fees to be awarded, if any.
Eugene Bronson Bronson owned Nineveh Holdings, LLC, a company that
owned and leased commercial real property in Phoenix. Michelangelo
Leasing, a separate transportation company Bronson also owned, was
the tenant at Nineveh's property. In late 2016, Bronson sold
Michelangelo Leasing to Silverado Stages, Inc. and became an
employee and director of Silverado. After the sale, Silverado
replaced Michelangelo Leasing as the tenant at Nineveh's property.
On July 17, 2018, Saia signed an Agreement of Purchase and Sale to
purchase the property from Nineveh. Under the Agreement, Saia
agreed to purchase the property for $3,650,000, subject to the
satisfaction of various terms and conditions, including Saia's
receipt of various materials from Nineveh and Silverado, such as a
survey of the property, an environmental assessment, and proof of
insurance. After signing the Agreement, Saia performed due
diligence about the property and Silverado. The sale closed on
October 1, 2018.
Within a week of the Property Sale, Silverado filed for Chapter 11
reorganization. Thereafter, Silverado failed to make all lease
payments but one, and in December 2018, Silverado converted the
bankruptcy to a liquidation proceeding.
Saia sued Bronson and Nineveh for consumer fraud, fraudulent
inducement, and intentional and negligent misrepresentation. Saia's
complaint alleged that, on July 10, 2018, Bronson falsely told Saia
that "Silverado had a strong business, was doing very well as an
enterprise, and was strong financially," and it alleged that
Bronson "knew or reasonably should have known that Silverado was
considering filing or intended to file bankruptcy."
In August 2018, before the Property Sale, Saia received Silverado's
financial statements, which an independent auditor prepared. The
financial statements included details of Silverado's overall debt,
including approximately $14 million owed to Volvo Financial
Services. An additional thirteen sections in the financial
statements, characterized as "notes," discussed specific topics.
Note 5 disclosed that, as of December 31, 2017, Silverado owed
nearly $2 million to Western Alliance Bank and "was not in
compliance with various financial covenants." Note 13 certified
that "management has not identified any subsequent events [from
January 1 through August 22, 2018] that require disclosure." Before
the Property Sale, Silverado also provided Saia with financial
projections showing Silverado expected to continue being
profitable.
In late September 2018, Volvo sued Silverado for breach of
contract. Bronson testified that, on October 3, 2018, Silverado
asked him to loan it approximately $400,000 to assist with its
forthcoming bankruptcy filing, and he agreed to do so. Silverado
signed the promissory note for the loan on October 4, 2018. Bronson
did not recall having conversations with Silverado about bankruptcy
before it decided to file, but he acknowledged he discussed the
loan around the time Silverado filed.
In this litigation, Bronson moved for summary judgment, arguing, in
part, that there is no evidence in this case to support a finding
of any false statement or material omission. Nineveh sought to join
Bronson's motion for summary judgment but did so after the superior
court's dispositive motion deadline.
Because Saia stated it was "relying solely on Bronson's
representations regarding Silverado's finances and operations," the
superior court analyzed whether Bronson made a misrepresentation
about Silverado's finances and business prospects. The superior
court determined Saia did not "provide any evidence that Bronson
made any misrepresentations surrounding Silverado's debt." It
emphasized that Silverado's debt, including the Volvo loan, was
disclosed in the financial statements provided to Saia. It also
concluded that, while Bronson loaned $400,000 to Silverado, that
action on its own did not demonstrate Bronson was aware of
Silverado's finances before the sale closed. The superior court
therefore granted summary judgment to Bronson. But it rejected
Nineveh's request to join Bronson's summary judgment motion because
it did not "specifically address how Bronson's motion applied to
it."
Nineveh moved for reconsideration and clarification, arguing Saia's
failure to show Bronson made a misrepresentation meant Nineveh
could not be liable because Bronson was Nineveh's sole agent. After
allowing Saia to respond, the superior court concluded Saia alleged
misrepresentations only by Bronson. It therefore reconsidered its
prior decision and granted Nineveh summary judgment.
Nineveh requested attorney fees under A.R.S. Sec. 12-341.01. The
court denied that request because Saia's claims were "fraud-based"
and not based on a breach or enforcement of a contract.
The superior court entered final judgment, Saia timely appealed,
and Nineveh timely cross-appealed.
Summary Judgment
Saia brought claims against Bronson (and his spouse) for consumer
fraud, fraudulent inducement, and intentional and negligent
misrepresentation. Saia argues the superior court improperly
granted Bronson summary judgment on those claims.
In the superior court, Saia relied on one, and only one, allegedly
false statement by Bronson. That statement, which Bronson allegedly
made on July 10, 2018, was that "Silverado had a strong business,
was doing very well as an enterprise, and was strong financially."
Saia claimed that statement was an actionable misrepresentation and
was alone sufficient to defeat Bronson's summary judgment motion.
the Appellate Court, however, agrees with Bronson and the superior
court that Saia did not create a genuine issue of fact, defeating
summary judgment.
The Appellate Court finds Saia did not produce evidence creating a
genuine issue of material fact about the falsity of Bronson's
alleged statement at the time it was made. The superior court did
not err in granting summary judgment to Bronson (and his spouse),
the Appellate Court concludes.
Motion for Reconsideration
Saia argues the court erred in granting Nineveh's motion for
reconsideration because Nineveh filed its joinder request late and
included only a summary statement.
The Appellate Court finds the superior court did not abuse its
discretion in granting reconsideration. Although Nineveh filed its
joinder after the court's dispositive motion deadline, Bronson
filed his motion, which Nineveh joined, before that deadline.
Nineveh filed its motion for reconsideration after the parties
stipulated to vacate the trial date, and the court allowed Saia to
respond before issuing its decision. According to Judge Catlett,
"The superior court correctly concluded that Saia's claims against
Nineveh were predicated solely on statements Bronson made, and thus
summary judgment for Bronson necessarily meant summary judgment for
Nineveh."
Attorney Fees
Nineveh cross-appeals, arguing the superior court should have
awarded it attorney fees under A.R.S. Sec. 12-341.01 because Saia's
claim for fraudulent inducement "arose out of contract."
The Appellate Court holds the superior court incorrectly relied on
Morris v. Achen Construction Co., 155 Ariz. 512 (1987), to deny
Nineveh attorney fees.
Judge Catlett says Nineveh and Saia were parties to the Agreement.
Like the example in Morris, a party to the contract Saia sued
another party to the contract (Nineveh) for fraudulent inducement.
The superior court therefore erred in concluding that Nineveh was
legally ineligible for an attorney fees award under Sec.
12-341.01(A). We vacate the denial of attorney fees and remand for
the court to exercise its discretion to determine the appropriate
amount of attorney fees, if any, to award Nineveh based only on its
fraudulent inducement claim.
A copy of the Court's decision dated October 8, 2024, is available
at https://urlcurt.com/u?l=ii3Dqd
About Silverado Stages
Silverado Stages, Inc. and seven of its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz.
Lead Case No. 18-12203) on Oct. 5, 2018.
Headquartered in Phoenix, Arizona, Silverado Stages, Inc. --
https://silveradostages.com/ -- with 10 locations on the West
Coast, was a federally licensed motor carrier and operates as a
Public Stage under California DOT authority. The company was
additionally certified as a U.S. Department of Defense motor
carrier to provide transportation for the military and by the CHP
as a School Pupil Activities Bus (SPAB) operator.
Silverado Stages was founded in 1987 and has had the most diverse
background in passenger operations. As of the bankruptcy filing
date, it operated a diverse fleet of over 300 passenger vehicles,
over 60 of which were ADA compliant. It operated from terminals
in San Luis Obispo, Sacramento, Santa Barbara, Torrance, San Diego,
Reno, and Las Vegas.
In the petitions signed by James Galusha, chairman, Silverado
Stages estimated $10 million to $50 million in assets and $50
million to $100 million in liabilities as of the bankruptcy
filing.
The Debtor hired Sonoran Capital Advisors, LLC, and appointed the
firm's managing director Matthew Foster as chief restructuring
officer. Allen Barnes & Jones, PLC, served as the Debtor's legal
counsel.
In December 2018, the Debtor converted the bankruptcy to a
liquidation proceeding.
SILVERGATE CAPITAL: Stilwell Wants Bankruptcy Examiner
------------------------------------------------------
Alex Wolf of Bloomberg Law reports that Silvergate Capital Corp.
activist investor Joseph Stilwell wasted little time after earning
a spot on the company's board last month to turn up the pressure on
other directors.
Accusing the board of orchestrating a Chapter 11 case that will
release corporate insiders from legal liabilities stemming from the
company's demise and leave common shareholders empty-handed, he
urged the US Bankruptcy Court for the District of Delaware on
Thursday, October 10, 2024, to appoint a bankruptcy examiner.
About Silvergate Capital
Silvergate Capital operates as a bank holding company. The Company,
through its subsidiary Silvergate Bank provides a banking platform
for innovators, especially in the digital currency industry, and
developing product and service solutions addressing the needs of
entrepreneurs. Silvergate Capital serves customers in the United
States.
On Sept. 17, 2024, Silvergate Capital and two affiliates sought
Chapter 11 protection (Bankr. D. Del. Case No. 24-12158) on Sept.
17, 2024. In its petition, Silvergate Capital estimated assets
between $100 million and $500 million and estimated liabilities
between $10 million and $50 million.
The Debtors tapped CRAVATH, SWAINE & MOORE LLP as counsel;
RICHARDS, LAYTON & FINGER, P.A., as local bankruptcy counsel; and
ALIXPARTNERS, LLP, as financial advisor. STRETTO, INC. is the
claims agent.
SILVERGATE CAPITAL: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------
The U.S. Trustee for Region 3 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Silvergate Capital Corporation.
About Silvergate Capital Corporation
Silvergate Capital Corporation is a Maryland corporation
headquartered in La Jolla, Calif. Until July 1, 2024, Silvergate
was a bank holding company subject to supervision by the Board of
Governors of the Federal Reserve.
Silvergate filed voluntary Chapter 11 petition (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.
Elaine Hetrick, chief administrative officer, signed the petition.
Paul N. Heath, Esq., at Richards, Layton & Finger, P.A. represents
the Debtor as legal counsel.
SITIO ROYALTIES: S&P Affirms 'B' ICR, Outlook Stable
----------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on
Denver-based oil and gas mineral and royalty interest company Sitio
Royalties Corp.
S&P said, "At the same time, we affirmed our 'B' issue-level rating
on Sitio's unsecured notes, and revised our recovery rating to '4',
indicating our expectation of average (30-50%, rounded estimate:
45%) recovery to creditors in the event of a payment default, from
'3'.
"The stable outlook reflects our view that the production
underlying Sitio's royalty acreage will remain essentially flat
over the next two years, and that the company will maintain
financial policies that support FFO to debt of 30% to 35% and
positive DCF."
"Our rating affirmation reflects modestly weaker credit measures
due to our revised oil price assumptions."
S&P Global Ratings recently lowered its West Texas Intermediate
(WTI) crude oil price assumptions and now anticipates WTI crude oil
to average $70 per barrel (bbl) for the remainder of 2024 and
thereafter.
S&P said, "Based on our revised $70/bbl WTI oil price assumption
for the remainder of 2024 and 2025, we now estimate FFO/debt in the
30%-35% range over the next two years, down from nearly 50% in
2023. The decline is due primarily to an expected drop in royalty
revenues (due to lower expected oil and natural gas prices), as
well as the incremental debt taken on to fund acquisitions year to
date. Through the end of June 2024, the company has acquired oil
and gas properties in the Denver-Julesburg (DJ) and Permian basins
for about $188.5 million, funded by draw downs on its reserve based
lending (RBL) facility. We expect the company to continue to pursue
acquisition opportunities, given the highly fragmented nature of
the industry and the significant amount of net royalty acres
available for purchase – including an estimated 10 million NRAs
in the Permian.
"Our 'B' issuer credit rating reflects Sitio Royalties Corp.'s
small scale, lack of operational control of its assets, and
relatively low return on capital, offset by broad operator
diversification, good product diversification, and strong per-unit
cash flow generation."
As of June 30, 2024, Sitio holds 267,000 net royalty acres (NRAs),
adjusted to a 1/8th royalty basis, primarily in the Permian Basin.
Although its net proved reserves and production put it at the low
end of our rated exploration and production (E&P) universe, the
company has broad operator diversification with over 140 operators,
and a balanced mix of production between oil, natural gas, and
natural gas liquids (NGLs). S&P views its exposure to the Permian
favorably as it is one of the most profitable places to drill in
the U.S. As a royalty interest company, Sitio is not responsible
for production costs or development capital, and thus its cash
flows are much higher on per-unit basis relative to traditional oil
and gas E&P peers. However, it has no operational control over the
method or pace of development of its assets, and return on capital
has been below that of traditional E&P peers over the past two
years due in part to significant acquisitions completed since the
beginning of 2022.
Given its distinctive characteristics as a mineral and royalty
interest company, S&P rates Sitio using our Principles of Credit
Ratings criteria in conjunction with our Corporate Methodology
criteria.
S&P said, "Similar to our approach in assessing traditional E&P
companies, we consider Sitio's size, scale, and diversity, along
with the inherent volatility of crude oil and natural gas prices,
as key determinants of its business risk profile. However, to
assess Sitio's competitive position, we incorporate the following
factors: the diversity and quality of operators on its acreage, the
ongoing motivation for operators to drill on its acreage, and our
assessment of the company's ability to continue to acquire mineral
interests at favorable costs.
"Our rating also reflects the company's ownership by financial
sponsors and our view that the risk of releveraging for
acquisitions or shareholder distributions is high."
Over 45% of Sitio's total shares are held by financial sponsors,
including Kimmeridge Energy Management. The company has committed
to distributing at least 65% of its operating cash flow (defined as
adjusted EBITDA less cash interest and estimated cash taxes) to
shareholders as dividends or share repurchases, which is high
relative to traditional E&P companies, but at the low end of the
range relative to publicly traded mineral and royalty peers. In the
first half of 2024, the company has paid out over 90% of operating
cash flow to shareholders. The high payout limits the amount of
excess cash available for debt repayment or future acquisitions.
S&P said, "The stable outlook reflects our expectation that the
production underlying Sitio's royalty acreage will remain
essentially flat to down slightly over the next two years, and the
company will maintain financial policies that support positive
discretionary cash flow. We expect FFO to debt to average 30%-35%
with debt to EBITDA in the 2.0x-2.5x range in 2024 and 2025. We
also expect the company to keep shareholder returns within free
cash flows, resulting in DCF to debt in the 5%-10% range over the
next two years. We expect the company to use its remaining DCF to
pay down amounts outstanding on its reserve-based lending (RBL)
credit facility.
"We could lower our ratings if Sitio's FFO to debt fell below 30%
for a sustained period, which would most likely occur if the
company pursued a more aggressive financial policy than
anticipated, such as executing large debt-financed acquisitions or
debt-funded shareholder returns. We could also lower the ratings if
liquidity meaningfully deteriorated.
"We could raise our rating on Sitio if the production and reserves
on its net royalty acreage significantly increased, while FFO to
debt approached 60% and the company maintained adequate liquidity.
We could also consider an upgrade if we no longer view the company
as being controlled by a financial sponsor."
SOLAR BIOTECH: Committee Seeks to Hire Esbrook as Delaware Counsel
------------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Solar Biotech, Inc. and Noblegen Inc. seeks
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ the Esbrook, PC as its Delaware counsel.
The firm's services include:
(a) provide legal advice regarding local rules, practices, and
procedures and provide substantive and strategic advice on how to
accomplish the committee's goals in connection with the prosecution
of these cases, bearing in mind that the court relies on Delaware
counsel such as Esbrook to be involved in all aspects of the
bankruptcy cases;
(b) review, comment upon and/or prepare drafts of documents to
be filed with the court as Delaware counsel to the committee;
(c) appear in court and at any meeting with the U.S. Trustee
and any meeting of creditors at any given time on behalf of the
committee as its Delaware counsel;
(d) perform various services in connection with the
administration of these cases; and
(e) perform all other services assigned by the committee, in
consultation with its lead counsel, Brinkman Law Group, PC, to
Esbrook as Delaware counsel to the committee.
The firm's standard hourly rates are as follows:
Scott Leonhardt, Partner $650
Robert Nader, Associate $350
Tiny Murphy, Paralegal $250
In addition, the firm will seek reimbursement for expenses
incurred.
Mr. Leonhardt 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:
Scott James Leonhardt, Esq.
Esbrook, P.C.
1000 N. West Street, Suite 1200
Wilmington, DE 19801
Telephone: (302) 308-8174
Email: scott.leonhardt@esbrook.com
About Solar Biotech
Solar Biotech, Inc. and Noblegen Inc. are biotechnology companies
with nearly five years of experience in scaling biotech designs and
prototypes on a commercial scale. They provide services to
customers in the form of various phases, which are as follows: (i)
concept development; (ii) develop prototypes; (iii) optimize costs;
(iv) use prototype samples for business development and sampling;
and (v) commercialization agreements to help transfer developed
technology into commercial products. By offering a wide range of
services, the Debtors are able to successfully meet the varying
needs of its customers across the biotech market.
Solar Biotech and Noblegen filed Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 24-11402) on June 23, 2024, with $10 million to
$50 million in both assets and liabilities.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Porzio, Bromberg & Newman, P.C. as bankruptcy
counsel; Newpoint Advisors Corporation as financial advisor; and
Epiq Corporate Restructuring, LLC as claims and noticing agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Brinkman Law Group, PC as bankruptcy counsel,
Esbrook, PC as Delaware counsel, and Young America Capital, LLC as
financial advisor.
SOLIGENIX INC: Amends Loan Agreement With Pontifax Medison
----------------------------------------------------------
Soligenix, Inc., disclosed in a Form 8-K filed with the Securities
and Exchange Commission that on Oct. 8, 2024, the Company and its
subsidiaries, Soligenix UK Limited, Enteron Pharmaceuticals, Inc.,
Soligenix BioPharma Canada Incorporated, Soligenix NE B.V., and
Soligenix Biopharma HI, Inc., as borrowers, entered into an
amendment to the Loan and Security Agreement (as previously
amended) dated Dec. 15, 2020 with Pontifax Medison Finance (Israel)
L.P. and Pontifax Medison Finance (Cayman) L.P. and Pontifax
Medison Finance GP, L.P., in its capacity as administrative agent
and collateral agent for itself and Lenders. The motivation for
entering into the Amendment was to potentially further extend the
Company's cash runway by allowing the remaining amounts owed under
the loan to be satisfied with stock in lieu of cash.
The Amendment reduced the conversion price with respect to the
remaining principal amount under the Loan Agreement to (a) $3.81
for the first 501,648 shares of the Company's common stock issuable
upon conversion following Oct. 7, 2024 and (b) $4.23 with respect
to all shares of the Company's common stock issuable in excess of
the first 501,648 shares so issued.
None of the other terms of the Loan Agreement were modified in any
material respect.
About Soligenix
Headquartered in Princeton, N.J., Soligenix, Inc. --
http://www.soligenix.com-- is a late-stage biopharmaceutical
company focused on developing and commercializing products to treat
rare diseases where there is an unmet medical need. The Company
maintains two active business segments: Specialized BioTherapeutics
and Public Health Solutions.
Tampa, Florida-based Cherry Bekaert LLP, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated March 15, 2024, citing that the Company has recurring losses
and negative cash flows from operations that raise substantial
doubt about its ability to continue as a going concern.
SONOMA CELLAR: Angela Shortall of 3Cubed Named Subchapter V Trustee
-------------------------------------------------------------------
The Acting U.S. Trustee for Region 4 appointed Angela Shortall of
3Cubed Advisory Services, LLC as Subchapter V trustee for Sonoma
Cellar, LLC.
Ms. Shortall will be paid an hourly fee of $525 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Shortall declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Angela L. Shortall
3Cubed Advisory Services, LLC
111 S. Calvert St., Suite 1400
Baltimore, MD 21202
Phone: 410-783-6385
About Sonoma Cellar
Sonoma Cellar, LLC is a company that operates in the wine
industry.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Va. Case No. 24-11780) with $10,000 to
$50,000 in assets and $500,000 to $1 million in liabilities.
Judge Klinette H. Kindred. Mark oversees the case.
Justin Fasano at Mcnamee Hosea, P.A. represents the Debtor as legal
counsel.
SOUTH COAST EQUIPMENT: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------------
The U.S. Trustee for Region 21, until further notice, will not
appoint an official committee of unsecured creditors in the Chapter
11 case of South Coast Equipment, LLC, according to court dockets.
About South Coast Equipment
South Coast Equipment, LLC, a Miami-based company, filed its
voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case
No. 24-19043) on Sept. 3, 2024, listing $618,928 in assets and
$1,219,748 in liabilities. David Presmanes, president of South
Coast Equipment, signed the petition.
Judge Laurel M. Isicoff oversees the case.
Van Horn Law Group, P.A. serves as the Debtor's bankruptcy counsel.
SOUTH HILLS: PCO Reports No Staffing Changes
--------------------------------------------
Margaret Barajas, the patient care ombudsman, filed with the U.S.
Bankruptcy Court for the Western District of Pennsylvania her
second report regarding the quality of patient care provided at the
assisted care living facilities operated by South Hills Operations,
LLC and its affiliates.
Westmoreland County certified ombudsmen representatives conducted
four bankruptcy-related facility visits at the Grove at Latrobe
facility. The ombudsmen representatives reported that there has
been improvement in the facility, with most of the first-floor
residents having received new mattresses. Residents report a
general improvement in the quality of food. The facility and
resident rooms were clean and odor-free with the exception of a
work order in the area of one hallway and sitting room.
Westmoreland County certified ombudsmen representatives visited
with an average of 10 residents and 10 staff per visit, and
initiated seven new cases for residents at the Grove at North
Huntingdon facility. Residents reported call-bell waits of 15
minutes on the average. One of the cases involved a resident who
said they were afraid to ring the call bell because a nursing aide
told them to stop using it so much. On August 10, the facility
purchased a new call-bell system, which they are putting in place
during September.
Washington County certified ombudsmen representatives reported no
change in staffing at Grove at Washington facility. They initiated
three new cases during this reporting period, including reports of
cold food, smells of urine, and a large population of bees outside
a facility window. It was reported that there have been medical
supply issues over the course of the past few weeks. The issues are
being addressed but no immediate improvements noted.
Washington County certified ombudsman representatives conducted
seven bankruptcy-related visits to North Strabane Rehabilitation
and Wellness Center, LLC facility. Ombudsmen visited with an
average of 10 residents and five staff during their visits. There
were no outstanding cases at the facility but five were reviewed
during August. In one, a resident reported that they did not feel
it was right how some of the other residents were treated by staff.
The resident provided an example of witnessing nursing staff
mocking another resident who stutters.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=dgufaJ from PacerMonitor.com.
The ombudsman may be reached at:
Margaret Barajas
PA Long-Term Care Ombudsman | Ombudsman Office
Pennsylvania Department of Aging
555 Walnut St. 5th Floor
Harrisburg, PA 17101
Phone: (717) 783-7096 | Fax: (717) 772-3382
Email: mbarajas@pa.gov
About South Hills Operations
South Hills Operations, LLC and its affiliates operate 13 skilled
nursing facilities in Pennsylvania. While they do not have
identical ownership, there is substantial common ownership among
the various debtor entities, and they are affiliates of one
another.
The Debtors filed Chapter 11 petitions (Bankr. W.D. Pa. Lead Case
No. 24-21217) on May 17, 2024, with $1 million to $10 million in
assets and $10 million to $50 million in liabilities. Judge Carlota
M. Bohm oversees the cases.
The Debtors tapped Whiteford Taylor & Presto and Bass, Berry &
Sims, PLC as legal counsels; Ankura Consulting, LLC as
restructuring advisor; and Blueprint Healthcare Real Estate
Advisors, LLC and Cummings and Co. Realtors, LLC as financial
advisors.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Bernstein-Burkley, P.C.
Margaret Barajas is the patient care ombudsman appointed in the
Debtors' cases.
SPHERE 3D: Falls Short of Nasdaq's Minimum Bid Price Requirement
----------------------------------------------------------------
Sphere 3D Corp. disclosed in a Form 8-K filed with the Securities
and Exchange Commission that on Oct. 10, 2024, the Company received
a notice from the Nasdaq Listing Qualifications Department of The
Nasdaq Stock Market LLC stating that the bid price of the Company's
common shares for the last 30 consecutive trading days had closed
below the minimum $1.00 per share required for continued listing
under Listing Rule 5550(a)(2). The Company has a period of 180
calendar days, or until April 8, 2025, to regain compliance with
the Listing Rule. The notice from Nasdaq has no immediate effect
on the listing or trading of the Company's common shares on The
Nasdaq Capital Market.
If the Company does not regain compliance with Nasdaq Listing Rule
5550(a)(2) by April 8, 2025, the Company may be eligible for an
additional 180 calendar day compliance period. To qualify, the
Company would be required to meet the continued listing requirement
for market value of publicly held shares and all other initial
listing standards for The Nasdaq Capital Market, with the exception
of the bid price requirement, and would need to provide written
notice of its intention to cure the deficiency during the second
compliance period.
The Company intends to monitor the closing bid price of its common
shares and may, if appropriate, consider implementing available
options, including, but not limited to, implementing a reverse
stock split of its outstanding securities, to regain compliance
with the minimum bid price requirement under the Nasdaq Listing
Rules.
About Sphere 3D
Sphere 3D Corp. (NASDAQ: ANY) -- Sphere3D.com -- is a
cryptocurrency miner growing its industrial-scale Bitcoin mining
operation through the capital-efficient procurement of
next-generation mining equipment and partnering with best-in-class
data center operators. Sphere 3D is dedicated to growing
shareholder value while honoring its commitment to strict
environmental, social, and governance standards.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
March 13, 2024, citing that the Company has suffered recurring
losses from operations and does not expect to have sufficient
working capital to fund its operations, which raises substantial
doubt about its ability to continue as a going concern.
SPORTS INTERIORS: Hires Cohen and Wolf P.C. as Special Counsel
--------------------------------------------------------------
Sports Interiors, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ Cohen and
Wolf, P.C. as special counsel.
The Debtor needs the firm's legal assistance in connection with a
case (Case No. HHD-CV23-6172875-S) filed in the Connecticut
Superior Court, Judicial District of Hartford.
The firm will be paid at these rates:
Attorneys $250 to $650 per hour
Paralegals $100 to $275 per hour
The firm will be paid a retainer in the amount of $2,500.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
David E. Dobin, Esq., a partner at Cohen and Wolf, 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:
David E. Dobin, Esq.
Cohen and Wolf, P.C.
1115 Broad Street, Broad Street
Bridgeport, CT 06604
Tel: (203) 368-0211
About Sports Interiors, Inc.
Sports Interiors, Inc. sells and installs its liner system and
metal halide lighting system for indoor tennis facilities.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-00297) on January 9,
2024. In the petition signed by Robert VanDixhorn, president, a
director and a shareholder, the Debtor disclosed up to $1 million
in assets and up to $10 million in liabilities.
Judge Deborah L Thorne oversees the case.
David K. Welch, Esq., at BURKE, WARREN, MACKAY & SERRITELLA, P.C.,
represents the Debtor as legal counsel.
STAFFING 360: Inks Amendment No. 31 to MidCap Credit Agreement
--------------------------------------------------------------
Staffing 360 Solutions, Inc., reported in a Form 8-K filed with the
Securities and Exchange Commission that on Oct. 9, 2024, the
Company entered into Amendment No. 31 to Credit and Security
Agreement and Limited Waiver, effective as of the same date, by and
among the Company, as Parent, Monroe Staffing Services, LLC, a
Delaware limited liability company, Faro Recruitment America, Inc.,
a New York corporation, Lighthouse Placement Services, Inc., a
Massachusetts corporation, Key Resources, Inc., a North Carolina
Corporation, Headway Workforce Solutions, Inc., a Delaware
corporation, Headway Employer Services LLC, a Delaware limited
liability company, Headway Payroll Solutions, LLC, a Delaware
limited liability company, Headway HR Solutions, Inc., a New York
corporation, and NC PEO Holdings, LLC, a Delaware limited liability
company, collectively, as borrowers, and MidCap Funding IV Trust,
as agent for the lenders (as successor by assignment to MidCap
Funding X Trust) and the lenders party thereto from time to time,
which such Amendment No. 31 amends that certain Credit and Security
Agreement, dated as of April 8, 2015 (as amended), by and among,
the Borrowers, the Agent and the Lenders. Pursuant to Amendment
No. 31, the definition of Additional Reserve Amount (as defined in
the Credit and Security Agreement) is amended and restated as
follows: (i) from Oct. 9, 2024, through Nov. 14, 2024, the
Additional Reserve Amount shall be $960,000, (ii) from Nov. 15,
2024, through Nov. 21, 2024, the Additional Reserve Amount shall be
$980,000, (iii) from Nov. 22, 2024, through Nov. 28, 2024, the
Additional Reserve Amount shall be $1,000,000, and (iv) from Nov.
29, 2024, through Dec. 5, 2024, the Additional Reserve Amount shall
be $1,020,000. Additionally, pursuant to Amendment No. 31, the
definition of "Permitted Debt" was amended by adding a new clause
covering the Company's debt obligations pursuant to that certain
Settlement and Release Agreement, dated as of March 29, 2024, by
and among the Company, Monroe and Pamela D. Whitaker, in the
aggregate amount not to exceed $2,000,000 at any time.
Pursuant to Amendment No. 31, in consideration for MidCap's
agreement to enter into Amendment No. 31, the Borrowers have agreed
to pay to MidCap a modification fee of $190,000, which such
Modification Fee shall be non-refundable and fully earned as of
effective date of the Amendment No. 31. The Modification Fee shall
constitute a portion of the Borrowers obligations pursuant to the
Credit and Security Agreement and shall be secured by all
Collateral (as defined in the Credit and Security Agreement).
About Staffing 360
Headquartered in New York, Staffing 360 Solutions, Inc. is a
rapidly growing public company in the domestic staffing sector
whose business model is based on finding and acquiring, suitable,
mature, profitable, operating, domestic staffing companies. The
Company's targeted consolidation model is focused specifically on
the accounting and finance, information technology, engineering,
administration and light industrial disciplines.
New York, NY-based RBSM LLP, the Company's auditor since 2024,
issued a "going concern" qualification in its report dated June 11,
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.
STEWARD HEALTH: Gets Court Okay to Sell 2 Add'l Texas Hospitals
---------------------------------------------------------------
Jonathan Randles of Bloomberg News reports that bankrupt Steward
Health Care won court approval to sell two more of its Texas
hospitals to Quorum Health Corp.
Judge Christopher Lopez said Friday, October 11, 2024, he'd approve
the sale of Steward's Odessa Regional Medical Center in Odessa and
Scenic Mountain Medical Center in Big Spring, Texas.
Quorum Health had been operating the hospitals after Steward won
court approval last month to hand-off the day-to-day operation of
its medical centers.
Steward has been unloading its hospitals in Chapter 11 to new
owners and won court approval in September to sell the Wadley
Regional Medical Center in Texarkana, Texas to not-for-profit
Christus.
About Steward Health Care
Steward Health Care System, LLC, owns and operates the largest
private physician-owned for-profit healthcare network in the U.S.
Headquartered in Dallas, Texas, Steward's operations include 31
hospitals in eight states, approximately 400 facility locations,
4,500 primary and specialty care physicians, 3,600 staffed beds,
and nearly 30,000 employees. Steward Health Care provides care to
more than two million patients annually.
Steward and 166 affiliated debtors filed Chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024. Judge
Christopher M. Lopez oversees the proceeding.
The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy
counsel; McDermott Will & Emery as special corporate and regulatory
counsel; AlixPartners, LLP as financial advisor and John Castellano
of AlixPartners as chief restructuring officer. Lazard Freres & Co.
LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc
Capital Markets Inc., provide investment banking services to the
Debtors. Kroll is the claims agent.
Susan N. Goodman has been appointed as patient care ombudsman in
the Debtors' Chapter 11 cases.
STEWARD HEALTH: Quality of Care Maintained, 2nd PCO Report Says
---------------------------------------------------------------
Suzanne Koenig, the patient care ombudsman, filed with the U.S.
Bankruptcy Court for the Southern District of Texas her second
report regarding the quality of patient care provided at the
Massachusetts, Ohio, Pennsylvania and Miami-Dade, Florida
facilities operated by Steward Health Care System, LLC and
affiliates.
The Ombudsman did not observe any material issues impacting patient
care requiring this court's immediate attention while the
individual Hospital Reports provide a detailed analysis of each
Hospital and patient care at the Hospitals. The Ombudsman did
observe certain areas in which the Hospitals could improve the
patient care experience and has discussed these issues with the
companies.
Summary of the Ombudsman's overall impressions of care at the
Hospitals and areas in which improvement can and has been made
during the report period:
* The Ombudsman commends the staff at Carney and Nashoba for
their dedication to the patients and the community in what was a
difficult, emotional process as these Hospitals closed their doors
on August 31. Patient care and safety was prioritized and
maintained throughout the closure process.
* In order to alleviate some of the patient care issues
resulting from Carney's closure, the Ombudsman was encouraged that
the companies planned to reopen the closed behavioral health unit
at GSMC.
* The Ombudsman relayed concerns to and discussed with the
companies (a) the handling of pharmaceuticals, (b) decommissioning
of nuclear waste, and (c) maintenance of and access to medical
records post-closure of Nashoba and Carney. The Ombudsman is still
reviewing certain issues relating to medical records to ensure that
patients will have access to their records and clear instructions
as to how to obtain access to those records.
* The Ombudsman did not observe any staffing issues that made
her believe patients were in immediate danger or otherwise
receiving unsafe care due to staffing issues. The companies' staff
are generally demonstrating a strong commitment to quality care.
The companies' staffing levels appear to be sufficient based on the
reporting provided to the Ombudsman throughout this report period.
* The Ombudsman did not find any concerns related to
procurement of adequate supplies, such as food and medical
supplies, among other necessary items. Based on the Ombudsman's or
her representative's observations during each of the visits, the
supply rooms appeared to be stocked with enough supplies to provide
safe patient care.
* The Ombudsman observed significant improvement in the
kitchens that required attention during the last reporting period.
Generally, the kitchens across the Hospitals were clean and
organized, with minor exceptions. Overall, meal prep and service
has greatly improved.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=nGH4j9 from PacerMonitor.com.
About Steward Health Care
Steward Health Care System, LLC owns and operates the largest
private physician-owned for-profit healthcare network in the U.S.
Headquartered in Dallas, Texas, Steward's operations include 31
hospitals in eight states, approximately 400 facility locations,
4,500 primary and specialty care physicians, 3,600 staffed beds,
and nearly 30,000 employees. Steward Health Care provides care to
more than two million patients annually.
Steward and 166 affiliated debtors filed Chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024. Judge
Christopher M. Lopez oversees the proceeding.
The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy
counsel; McDermott Will & Emery as special corporate and regulatory
counsel; AlixPartners, LLP as financial advisor and John Castellano
of AlixPartners as chief restructuring officer. Lazard Freres & Co.
LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc
Capital Markets Inc., provide investment banking services to the
Debtors. Kroll is the claims agent.
Suzanne Koenig is the court-appointed patient care ombudsman for
the Debtors' hospitals and facilities in Massachusetts, Ohio,
Pennsylvania and Miami-Dade Florida.
SUNLIGHT FINANCIAL: All Premium Must Commence Arbitration by Nov 4
------------------------------------------------------------------
Judge Jennifer L. Rochon of the United States District Court for
the Southern District of New York warned the plaintiff in the case
captioned as ALL PREMIUM CONTRACTORS INC., Plaintiff, -against-
SUNLIGHT FINANCIAL LLC, Defendant, Case No. 1:23-cv-05059 (JLR)
(S.D.N.Y.), that if it does not prosecute its claims by commencing
arbitration proceedings by November 4, 2024, the Court will dismiss
the case for failure to prosecute.
On October 19, 2023, the Court granted Defendant's motion to compel
arbitration and stayed this action so that the parties could move
to arbitration. On November 1, 2023, Defendant filed a suggestion
of bankruptcy and automatic stay of proceedings per section 362(a)
of the Bankruptcy Code.
On April 19, 2024, Defendant filed a letter informing the Court
that the Bankruptcy Court had issued an Order Approving Disclosure
Statement and Confirming Prepackaged Chapter 11 Plan of
Reorganization of Defendant and its affiliated debtors.
Accordingly, the automatic stay of proceedings per section 362(a)
of the Bankruptcy Code was terminated. On April 22, 2024, the Court
issue an order stating that in light of the lifting of the
bankruptcy stay, the Court "presumed the parties will now move to
arbitration." The Court also ordered the parties to provide another
joint status update no later than August 22, 2024.
On August 22, 2024, Defendant filed a status update stating that
Plaintiff had not yet commenced arbitration proceedings.
Accordingly, on August 26, 2024, the Court explained again that it
expected the parties to move to arbitration, and warned Plaintiff
"that if it does not prosecute its claims, the Court may dismiss
this case for failure to prosecute." The Court also ordered the
parties to provide another joint status update no later than
October 1, 2024. On October 1, 2024, Defendant filed a status
update stating that Plaintiff still had not yet commenced
arbitration proceedings.
The parties shall provide another joint status update no later than
November 6, 2024.
A copy of the Court's decision is available at
https://urlcurt.com/u?l=8dqDtA
About Sunlight Financial Holdings
Sunlight Financial Holdings Inc. operates a
business-to-business-to-consumer, technology-enabled point-of-sale
financing platform. The Company provides solar and home improvement
contractors across the United States with the ability to offer
homeowners loans funded by the Company's capital providers. The
Company uses proprietary technology and deep credit expertise to
simplify the financing process for contractors and installers,
capital providers, and homeowners, successfully helping over
125,000 homeowners install residential solar systems, reduce their
carbon footprint, and save money.
Sunlight Financial Holdings Inc. and its affiliates sought relief
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead
Case No. 23-11794) on Oct. 30, 2023. In the petition filed by
Matthew R. Potere, as chief executive officer, the Debtor reported
total assets as of Aug. 31, 2023 amounting to $403,848,901 and
total debt of $173,943,096.
The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy
counsel; Richards, Layton & Finger, P.A., as local counsel; Alvarez
& Marsal North America, LLC, as financial advisor; and Guggenheim
Partners, LLC, as investment banker. Omni Agent Solutions, Inc. is
the claims agent.
SUNNY ENERGY: Seeks to Hire WSM Auctioneers as Auctioneer
---------------------------------------------------------
Sunny Energy, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Arizona to employ WSM Auctioneers as auctioneer.
The firm will market and auction the Debtor's motor vehicles, the
2021 Chevrolet Silverado and 2014 Ford F350.
The firm will be paid at 12 percent commission of the gross sale
proceeds, plus a $35 title fee per truck.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
WSM Auctioneers
1616 South 67th Ave.
Phoenix, AZ 85043
Tel: (623) 936-3300
About Sunny Energy LLC
Sunny Energy LLC is a solar energy equipment supplier in Tempe,
Arizona.
Sunny Energy LLC sought relief under Subchapter V of Chapter 11 of
the Bankruptcy Code (Bankr. D. Ariz. Case No. 24-06111) on July 26,
2024. In the petition filed by Joseph J. Cunningham, as manager,
the Debtor reports total assets as of April 30, 2024 amounting to
$1,838,684 and total liabilities as of April 30, 2024 amounting to
$2,115,170.
The Honorable Bankruptcy Judge Brenda K. Martin oversees the case.
The Debtor is represented by:
Bradley D. Pack, Esq.
ENGELMAN BERGER PC
2800 N. Central Avenue, Suite 1200
Phoenix, AZ 85004
Tel: (602) 271-9090
Email: bdp@eblawyers.com
SUNPOWER CORP: Unsecureds' Recovery "TBD" in Sale Plan
------------------------------------------------------
Sunpower Corporation and its affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a Disclosure
Statement for the Joint Chapter 11 Plan dated September 6, 2024.
SunPower has been a leader in the residential solar energy and
storage market in North America for over 30 years, with over half a
million homes in the United States having been retrofitted or
constructed with a SunPower solar energy system.
More recently, however, SunPower has faced a severe liquidity
crisis caused by a sharp decline in demand in the solar market and
SunPower's inability to obtain new capital. Despite the best
efforts of the Company and its advisors, the Company was unable to
secure stakeholder or investor support for a comprehensive long
term liquidity and business solution.
Nevertheless, the Company was successful in negotiating a going
concern sale transaction for certain of its core business lines to
Complete Solaria, Inc. (the "Stalking Horse") in exchange for $45
million cash and the purchaser's assumption of certain liabilities,
setting the floor for other potential bids to acquire the
corresponding assets (the "Going-Concern Assets") during the
Company's chapter 11 cases. The terms of the contemplated Stalking
Horse sale transaction are set forth in an August 5, 2024, asset
purchase agreement between the Debtors and the Stalking Horse (as
modified from time to time, the "Stalking Horse APA").
On August 5, 2024 (the "Petition Date"), the Debtors commenced the
chapter 11 cases in the United States Bankruptcy Court for the
District of Delaware, with the goal of completing the going-concern
sale to the Stalking Horse (or a potential topping bidder) and
monetizing any of the Debtors' other assets. The Debtors filed a
motion seeking Bankruptcy Court approval of bidding procedures for
one or more sales of the Debtors' assets pursuant to section 363 of
the Bankruptcy Code (collectively, "363 Sales"), as well as certain
sale process dates and deadlines (the "Bidding Procedures Motion").
The Bidding Procedures Motion also sought Bankruptcy Court approval
of the Debtors' entry into the Stalking Horse APA. The Bankruptcy
Court entered an order granting the Bidding Procedures Motion on
August 29, 2024.
The primary objective of the Plan is to maximize value for all
stakeholders and generally to distribute all property of the
Estates that is or becomes available for distribution generally in
accordance with the priorities established by the Bankruptcy Code.
The Debtors believe that the Plan accomplishes this objective and
is in the best interest of the Estates.
Generally speaking, the Plan:
* provides the vesting of certain assets following the
consummation of the Sale Transactions in the Wind-Down Debtors or
Creditor Trust, if and as applicable, for the purpose of
monetization and distribution to Holders of Claims;
* designates a Plan Administrator to wind down the Debtors'
affairs, pay, and reconcile Claims, and administer the Plan in an
efficient manner;
* contemplates distributions being made pursuant to a
waterfall priority scheme in accordance with the Bankruptcy Code;
and
* contemplates recoveries to Holders of Administrative Claims
and Other Priority Claims as is necessary to satisfy section 1129
of the Bankruptcy Code.
Class 5 consists of General Unsecured Claims. Except to the extent
that a Holder of an Allowed General Unsecured Claim agrees to less
favorable treatment, each Holder of General Unsecured Claims shall
be entitled to their Pro Rata share of the Distributable Proceeds,
if any, up to the Allowed amount of such General Unsecured Claims
in accordance with the Waterfall Recovery until such claims are
paid in full. In the event the Creditor Trust is established, with
respect to Distributable Proceeds that constitute Creditor Trust
Net Assets, the foregoing treatment shall be implemented through
the Pro Rata distribution of Creditor Trust Beneficial Interests to
Holders of such Claims and, if applicable, the Pro Rata
distribution of Creditor Trust Net Assets to such Holders.
Holders of other general unsecured claims in Class 5 are impaired
and their projected recovery is still "to be determined", according
to the Disclosure Statement.
The Debtors and Wind-Down Debtors, as applicable, shall fund the
distributions and obligations under the Plan with Available Cash
set forth in the Wind-Down Budget, the Administrative/Priority
Claims Reserve and proceeds of the Sale Transactions on and after
the Effective Date.
A full-text copy of the Disclosure Statement dated September 6,
2024 is available at https://urlcurt.com/u?l=rMfBKQ from Epiq
Systems Inc., claims agent.
Proposed Co-Counsel to the Debtors:
Jason M. Madron, Esq.
Kevin Gross, Esq.
Mark D. Collins, Esq.
RICHARDS, LAYTON & FINGER, P.A.
920 N. King Street
Wilmington, Delaware 19801
Tel: (302) 651-7700
Fax: (302) 651-7701
Email: gross@rlf.com
collins@rlf.com
madron@rlf.com
Proposed Co-Counsel to the Debtors:
Joshua A. Sussberg, P.C.
Zachary R. Manning, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
Email: joshua.sussberg@kirkland.com
zach.manning@kirkland.com
- and -
Chad J. Husnick, P.C.
Jeffrey Michalik, Esq.
Robert Jacobson, Esq.
333 West Wolf Point Plaza
Chicago, Illinois 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
Email: chad.husnick@kirkland.com
jeff.michalik@kirkland.com
rob.jacobson@kirkland.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.
SUPREME ELECTRICAL: Hires Kane Russell Coleman Logan as Counsel
---------------------------------------------------------------
Supreme Electrical Services, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ the
Kane Russell Coleman Logan, PC as legal counsel.
The firm's services include:
(a) advise the Debtor with respect to its powers and duties in
the continued management and operation of its business and
property;
(b) advise and consult on the conduct of this Chapter 11
case;
(c) attend meetings and negotiations with representatives of
creditors and other parties-in-interest;
(d) take all necessary actions to protect and preserve the
Debtor's estate;
(e) prepare pleadings in connection with this Chapter 11
case;
(f) represent the Debtor in connection with obtaining
authority to use cash collateral and, to the extent applicable,
post-petition financing;
(g) advise the Debtor in connection with any potential sale of
assets;
(h) appear before the court and any appellate courts to
represent the interests of the Debtor's estate;
(i) take any necessary action on behalf of the Debtor to
negotiate, prepare, and confirm a Chapter 11 plan; and
(j) perform all other necessary legal services for the Debtor
in connection with the prosecution of this Chapter 11 case.
The firm's professionals' hourly rates are as follows:
Michael Ridulfo, Director $550
William Hotze, Senior Attorney $475
Reuel Coles, Paralegal $195
Directors $550 - $850
Associates $325 - $525
Paraprofessionals $195 - $300
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, the firm received a retainer in the
amount of $29,117 from the Debtor and another $96,383 from C. Jim
Stewart on behalf of the Debtor.
Mr. Ridulfo 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:
Michael Ridulfo, Esq.
Kane Russell Coleman Logan P.C.
5151 San Felipe, Suite 800
Houston, TX 77056
Telephone: (713) 425-7400
Facsimile: (713) 425-7700
Email: mridulfo@krcl.com
About Supreme Electrical Services
Supreme Electrical Services Inc., doing business as Lime
Instruments LLC, Lime Electric, and Bingo Interests, is a
Houston-based global provider of leading-edge controls and
instrumentation systems for the energy and industrial control
markets. The Company offers a flexible hardware and software
platform that can be configured and modified to meet the specific
needs of the most challenging control applications.
Supreme Electrical Services Inc. sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-90504) on
September 11, 2024. In the petition filed by Christian Schwartz,
chief restructuring officer, the Debtor disclosed between $1
million and $10 million in both assets and liabilities.
Judge Christopher M. Lopez oversees the case.
The Debtor tapped Kane Russell Coleman Logan P.C. as bankruptcy
counsel, Ruth A. Van Meter, P.C. as conflicts counsel, and C
Schwartz Consulting, LLC as financial advisor.
SUPREME ELECTRICAL: Taps C Schwartz Consulting as Financial Advisor
-------------------------------------------------------------------
Supreme Electrical Services, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ C
Schwartz Consulting, LLC as financial advisor and appoint M.
Christian Schwartz as chief restructuring officer.
The firm's services include:
(a) provide business and debt restructuring advice;
(b) assist with managing due diligence requests and other
items that may be requested by its various constituents as part of
the restructuring;
(c) prepare cash flow forecasts and related financial and
business models;
(d) identify and implement short and long-term liquidity
initiatives;
(e) prepare Statements of Financial Affairs and Schedules,
Monthly Operating Reports, and other similar regular Chapter 11
administrative, financial, and accounting reports required by the
bankruptcy court as well as providing necessary testimony before
the bankruptcy court on matters within CRO's areas of
responsibility and expertise;
(f) make operational decisions, with advice of current
ownership, directed to maximizing the value of the Debtor's
assets;
(g) implement cost containment measures;
(h) negotiate with creditors, prospective purchasers, equity
holders, equity committees, official committee of unsecured
creditors, and all other parties-in-interest in respect of the
restructuring;
(i) be in charge of all business decisions on behalf of the
Debtor as necessary or required, utilizing CRO's business judgment
in furtherance of the restructuring; and
(j) execute agreements and documents and take all other
actions necessary to effectuate the restructuring.
The firm will be compensated at these fees:
(a) monthly fee of $40,000; and
(b) success fee.
M. Christian Schwartz, chief restructuring officer at C. Schwartz
Consulting, 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:
M. Christian Schwartz
C. Schwartz Consulting, LLC
712 Main Street, Ste. 1830
Houston, TX 77002
Telephone: (832) 583-7098
Email: admin@schwartzassociates.us
About Supreme Electrical Services
Supreme Electrical Services Inc., doing business as Lime
Instruments LLC, Lime Electric, and Bingo Interests, is a
Houston-based global provider of leading-edge controls and
instrumentation systems for the energy and industrial control
markets. The Company offers a flexible hardware and software
platform that can be configured and modified to meet the specific
needs of the most challenging control applications.
Supreme Electrical Services Inc. sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-90504) on
September 11, 2024. In the petition filed by Christian Schwartz,
chief restructuring officer, the Debtor disclosed between $1
million and $10 million in both assets and liabilities.
Judge Christopher M. Lopez oversees the case.
The Debtor tapped Kane Russell Coleman Logan P.C. as bankruptcy
counsel, Ruth A. Van Meter, P.C. as conflicts counsel, and C
Schwartz Consulting, LLC as financial advisor.
SUPREME ELECTRICAL: Taps Ruth A. Van Meter as Conflicts Counsel
---------------------------------------------------------------
Supreme Electrical Services, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ Ruth
A. Van Meter, PC as conflicts counsel.
The firm will provide legal advice and service with respect to any
matters on which Kane Russell Coleman Logan P.C., the Debtor's lead
counsel, may have a conflict.
Ruth Van Meter, the primary attorney in this representation, will
be paid at her hourly rate of $500 plus reimbursement for expenses
incurred.
Ms. Van Meter 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:
Ruth A. Van Meter, Esq.
Ruth A. Van Meter, P.C.
9322 Shady Lane Cir.
Houston, TX 77063
Telephone: (713) 858-2891
Email: ruthvanmeterlaw.com
About Supreme Electrical Services
Supreme Electrical Services Inc., doing business as Lime
Instruments LLC, Lime Electric, and Bingo Interests, is a
Houston-based global provider of leading-edge controls and
instrumentation systems for the energy and industrial control
markets. The Company offers a flexible hardware and software
platform that can be configured and modified to meet the specific
needs of the most challenging control applications.
Supreme Electrical Services Inc. sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-90504) on
September 11, 2024. In the petition filed by Christian Schwartz,
chief restructuring officer, the Debtor disclosed between $1
million and $10 million in both assets and liabilities.
Judge Christopher M. Lopez oversees the case.
The Debtor tapped Kane Russell Coleman Logan P.C. as bankruptcy
counsel, Ruth A. Van Meter, P.C. as conflicts counsel, and C
Schwartz Consulting, LLC as financial advisor.
SWITCHBACK COFFEE: Hires M3 & Associates LLP as Accountants
-----------------------------------------------------------
Switchback Coffee Roasters, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Colorado to employ M3 &
Associates, LLP as accountants.
The firm will prepare its 2023 federal and state tax returns and
provide other accounting-related services as may be required.
The firm will be paid at $75 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Melody Antles, CPA, a Senior Manager at M3 & Associates, 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:
Melody Antles, CPA
M3 & Associates, LLP
1227 Lake Plaza Dr Suite B
Colorado Springs, CO 80906
Tel: (719) 685-7910
About Switchback Coffee Roasters
Switchback Coffee Roasters, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No.
24-14822) on Aug. 19, 2024, with as much as $1 million in both
assets and liabilities.
Judge Thomas B. McNamara oversees the case.
Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, PC
serves as the Debtor's legal counsel.
TENEO HOLDINGS: Moody's Affirms 'B2' CFR, Outlook Remains Stable
----------------------------------------------------------------
Moody's Ratings affirmed Teneo Holdings LLC's B2 corporate family
rating, B2-PD probability of default rating and B2 backed senior
secured first lien bank credit facilities ratings. Teneo's backed
senior secured first lien bank credit facilities consist of a $90
million revolving credit facility expiring 2029 and a $806 million
term loan (including a proposed $100 million incremental term loan)
due 2031. The outlook remains stable. Teneo is a provider of
strategic advisory services to CEOs and senior executives of
companies.
Teneo announced that it would raise a $100 million incremental term
loan and use the net proceeds to redeem in full PIK Notes
outstanding at Teneo's parent and pay a distribution to
shareholders. The affirmed ratings and outlook are subject to
review of final documentation and no material change to the size,
terms and conditions of the transaction as advised to us.
The affirmation of the B2 CFR reflects Moody's expectation that
steady demand for Teneo's services will support modest revenue and
earnings growth such that financial leverage, as expressed by debt
to EBITDA, will decline to around 6.0x in 2025 from over 6.5x as of
30 September 2024, pro forma for the proposed incremental term
loan.
RATINGS RATIONALE
Teneo's B2 CFR reflects its small size and scale within the highly
competitive advisory services landscape and Moody's anticipation
for high debt to EBITDA leverage, modest interest coverage, with
EBITDA less capital expenditures to interest around 1.25x, and
limited free cash flow to debt around 2%. The rating is also
constrained by the risk related to key employee retention, given
the nature of the business in providing strategic corporate advice,
reliance on a strong reputation to sustain client relationships, as
well as event and financial policy risk given its history of
debt-funded acquisitions, and now shareholder distributions. The
rating also considers foreign currency exchange risk, as about 60%
of Teneo's business is outside the US, most of which is primarily
in British pound sterling currency; the company manages currency
risk actively.
All financial metrics cited reflect Moody's standard adjustments.
Moody's do not add back non-cash compensation to profitability
measures, including EBITDA.
The rating is supported by Teneo's strong market position and
client relationships as a provider of strategic advisory services
to CEOs and senior executives with good geographic and client
diversity. The rating also benefits from the continued demand for a
majority of its service offerings across the economic cycle owing
to the mix of cyclical, non-cyclical and countercyclical offerings
that Moody's expect will limit downside revenue and earnings risk
in a recession. The rating incorporates the benefits of Teneo's
high recurring revenue base, solid EBITDA margins, which Moody's
expect in a high-teens percentage range, low capital expenditure
requirements and the substantial amount of employee equity
ownership, which also aides senior executive and managing director
retention, that support stable cash flow generation.
The B2 senior secured bank credit facilities ratings are in line
with the B2 CFR and reflects its position as the vast majority of
debt in the capital structure. The company has a modest amount of
capital leases. The facilities are secured by a first lien on
substantially all material domestic assets.
Moody's expect Teneo to maintain a good liquidity profile over the
next 12 to 15 months. Moody's anticipate at least $20 million of
free cash flow (excluding tax distributions) in 2025, which
provides good coverage of the 1% (or $8.0 million) of required term
loan amortization. Moody's also expect Teneo will have full
availability under its new $90 million revolver expiring in 2029
after funding the incremental term loan. Moody's anticipate Teneo
may rely upon its revolver for seasonal executive compensation and
working capital needs; cash bonuses are paid during the first
fiscal quarter. Teneo's financial covenant (applicable to only the
revolver) is a springing maximum first lien net leverage ratio of
8x, tested quarterly if amounts drawn under the revolver plus
letters of credit is greater than 40% ($36 million). Moody's do not
expect the covenant to be tested, but expect that the company would
be in compliance if it were tested over the next 12 to 15 months.
The term loan is not subject to financial maintenance covenants.
The stable outlook reflects Moody's expectations that Teneo will
maintain good liquidity and that steady demand for its services
will contribute to modest revenue and earnings growth, such that
debt to EBITDA declines below 6.5x in 2025.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company delivers sustained
organic revenue and earnings growth, with financial leverage
maintained below 4.5x, EBITA to interest expense sustained above
1.75x and free cash flow as a percentage of debt sustained above
5%. The company would also need to maintain financial policies that
would sustain these credit metrics to be considered for an
upgrade.
The ratings could be downgraded if organic revenue growth is less
than Moody's expect, or if there is a loss of key employees or
reputational damage to the company. Deterioration in profitability
rates or an aggressive use of debt contributing to financial
leverage to be sustained above 6.5x, EBITA to interest expense
sustained below 1.25x, free cash flow as a percentage of debt
remaining below 2%, or diminished liquidity could also prompt a
downgrade.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Teneo Holdings LLC, headquartered in New York City and owned by
management and affiliates of private equity firm CVC Capital
Partners, is a global provider of strategic advisory services to
CEOs and other senior executives of companies. Moody's expect 2025
revenue of about $700 million.
TEST AND BALANCING: Hires Ken M. Hrica as Accountant
----------------------------------------------------
Test and Balancing, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Maryland to employ Ken M. Hrica, a
professional practicing in Maryland, as an accountant.
Mr. Hrica will assist the Debtor in the preparation of profit and
loss statement, prepare bookkeeping for filing tax returns, and
assist with the Monthly Operating Reports for the United States
Trustee's office.
He will be paid based upon its normal and usual hourly billing
rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Ken M. Hrica, CPA, 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.
He can be reached at:
Ken M. Hrica
3 Talbott Avenue, Suite 201
Timonium, MD 21093
Tel: (410) 560-2667
About Test and Balancing
Test and Balancing, Inc., was formed in 1977 to serve the
Washington and Baltimore metropolitan areas as an independent
testing, adjusting, and balancing company.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Md. Case No. 24-12942) on April 9, 2024,
with $100,001 to $500,000 in both assets and liabilities.
Daniel Alan Staeven, Esq., at Frost & Associates, LLC, is the
Debtor's legal counsel.
TRUE VALUE: Selling to Do It Best for $153M, Files Chapter 11
-------------------------------------------------------------
True Value Company, L.L.C., initiated voluntary Chapter 11
proceedings with a deal to sell substantially all of the Company's
business operations to home improvement industry peer Do it Best
Corp. for $153 million in cash, absent higher and better offers.
Certain key terms of the parties' Stalking Horse Agreement
include:
* A sale of substantially all of the Debtors' assets to Do It
Best pursuant to Section 363 of the Bankruptcy Code;
* A $153 million cash purchase price;
* The assumption of certain liabilities, including cure costs
associated with the assumption of contracts, and up to $45 million
of trade payables entitled to administrative priority status;
* The assumption and assignment to Do It Best of certain
contracts designated as material to the operation of the go-forward
business;
* Employment offers to certain of the Debtors' existing
employees at the closing of the Sale; and
* Bid Protections, as set forth in the APA.
The Company retained Houlihan Lokey Capital, Inc, in May 2024 to
assist in exploring strategic options. Among other options,
Houlihan explored a potential going-concern sale of the Company.
The Company believed that a robust marketing process for a
going-concern sale transaction would maximize value by preserving
the value of the business, including by preserving many jobs, and
capitalizing on a significant amount of synergy capabilities
between the Company and potential partners. The Houlihan team, led
by managing director William H. Hardie III, has worked closely with
the Debtors' management and other professionals in connection with
these efforts.
In the statement announcing the Chapter 11 filing, True Value said
it will continue its day-to-day operations serving 4,500
independently owned retailers that rely on True Value for the right
products, trusted expertise, and its 75-year-old iconic brand.
"After a thorough evaluation of strategic alternatives, we
determined that the sale of our business was the path forward to
maximize value and best serve our retail partners and other
stakeholders into the future," said Chris Kempa, True Value's Chief
Executive Officer. "We believe that entering the process with an
agreed offer from Do it Best, who has a similar decades-long
history in the home improvement space and also operates with a
focus on supporting members and helping them grow, is the most
beneficial next step for True Value and our associates, customers,
and vendor partners. We thank these valued stakeholders for their
continued loyalty as we work to secure a stronger future for True
Value."
True Value's sale process is the next step in a series of actions
that the Company has taken in 2024 to better position the business
and its iconic brand for the long term, including modernizing its
legacy operations, driving greater efficiencies, and investing in
additional marketing campaigns.
"A successful acquisition of True Value assets would represent a
strategic milestone for Do it Best and home improvement retailers
around the world," said Dan Starr, Do it Best President & Chief
Executive Officer. "Do it Best has a proven track record of
driving profitability through the most efficient operations in the
industry. This acquisition, if consummated, would provide True
Value and independent hardware stores the strongest opportunities
for growth for years to come."
The agreement with Do it Best, which was reached following a robust
marketing process, provides significant cash consideration and
meaningful assumption of liabilities related to the ongoing
business. The Company is requesting designation of Do it Best as
the "stalking horse," or lead, bidder and to initiate a competitive
bidding process under Section 363 of the Bankruptcy Code designed
to achieve the highest or otherwise best value for the Company. To
support the day-to-day business through the sale, the Company is
seeking to use its cash collateral to fund operations. To the
extent True Value requires additional financing during the process,
the Company has received a commitment from Do it Best to provide
incremental capital.
The Company is also filing with the Court a series of customary
motions seeking to uphold its commitments to its stakeholders
during the process. These "first day" motions include requests to
continue to pay wages and provide benefits to associates in the
ordinary course and offer essential customer programs. The Company
anticipates paying vendors in the ordinary course for authorized
goods received and services rendered after the filing.
The Company is targeting completion of the sale process by year
end.
True Value stores are independently owned and are not a part of the
Chapter 11 proceedings, with the exception of one Company-owned
store in Palatine, IL.
Court filings and other information regarding the proceedings can
be found at https://omniagentsolutions.com/TrueValue. Vendors with
questions can call (866) 771-0561 (U.S. & Canada) or +1 (818)
356-8633 (international) or email TrueValueInquiries@OmniAgnt.com.
About True Value Company
True Value Company, headquartered in Chicago, is one of the
world's leading hardlines wholesalers with over 75 years of
experience. True Value Company has an international network of
4,500 independently owned and operated stores that are committed to
providing customers exceptional products and expert guidance for
their DIY and home maintenance projects.
True Value Company, L.L.C. and certain of its affiliates initiated
voluntary Chapter 11 proceedings (Bankr. D. Del. Lead Case No.
24-12337) on October 14, 2024. True Value estimated total assets
of $100 million to $500 million and liabilities of $500 million to
$1 billion as of the bankruptcy filing.
Skadden, Arps, Slate, Meagher & Flom LLP; Glenn Agre Bergman &
Fuentes LLP; and Young Conaway Stargatt & Taylor, LLP, are serving
as legal counsel, M3 Partners, LP, is serving as financial advisor;
and Houlihan Lokey is serving as investment banker to the Company.
Omni Agent Solutions is the claims agent.
TURKEY LEG: Court Rules in Favor of Chapter 7 Conversion
--------------------------------------------------------
Chief Judge Eduardo V. Rodriguez of the United States Bankruptcy
Court for the Southern District of Texas Kevin M. Epstein,
concluded that conversion of The Turkey Leg Hut, LLC's bankruptcy
case to Chapter 7 is in the best interests of the estate and the
creditors.
The Turkey Leg Hut, LLC, a debtor out of possession, is now facing
a motion to convert or dismiss with prejudice to refiling for 180
days pursuant to 11 U.S.C. Sec. 1112(b) filed by Kevin M. Epstein,
the United States Trustee for the Southern District of Texas.
In his Motion to Convert, the US Trustee asserts five separate
grounds for conversion or dismissal for cause, to wit, cause
exists:
(1) under Sec. 1112(b)(4)(B) because Debtor has grossly
mismanaged the estate;
(2) under Sec. 1112(b)(4)(C) because Debtor has failed to
maintain
appropriate insurance that poses a risk to the estate;
(3) under Sec. 1112(b)(4)(E) because Debtor has failed to comply
with court orders;
(4) under Sec. 1112(b)(4)(F) because Debtor failed to file any
of its monthly operating reports timely and
(5) under Sec. 1112(b)(4)(H) because Debtor failed to attend the
UST's first two scheduled initial debtor interviews.
Collectively, the Court finds that Debtor's unexcused failure to
attend initial debtor interviews, disclose pertinent information in
the statement of financial affairs, timely file monthly operating
reports, and maintain insurance to protect estate assets
constitutes gross mismanagement of the estate under Sec.
1112(b)(4)(B).
The Court finds that Debtor has engaged in multiple violations of
the Court's May 3, 2024 Order when it failed to file post-petition
tax returns, deposit $83,000.00 into its IOLTA account, and appear
at a Sec. 341 meeting. These violations constitute cause for
dismissal or conversion under Sec. 1112(b)(4)(E).
The Court finds because Debtor has failed to file post-petition tax
returns and pay the administrative tax claims, there is cause to
dismiss or convert under Sec. 1112(b)(4)(I).
The Court does not find any unusual circumstances that establish
that conversion or dismissal is not in the best interest of
creditors. Further, neither Debtor nor any other party in interest
have presented evidence to demonstrate that there is a reasonable
likelihood of plan success or that there is a reasonable
justification for Debtor's acts or omissions that can be cured.
Indeed, all parties that were heard on this matter supported either
conversion or dismissal.
In assessing economic value, the Court should consider what assets
would be available for a Chapter 7 trustee to liquidate and
administer for the benefit of unsecured creditors if the case were
converted. Generally, when the estate has no assets with equity
that a trustee could liquidate to pay unsecured creditors,
dismissal is appropriate. The Court points out conversion is
preferable when there are estate assets with equity. According to
Debtor's schedules, Debtor has $18,454.84 of equity in an
automobile. Although this is a small amount of equity, other
factors favor conversion, the Court notes.
Another factor is "the ability of the trustee in a chapter 7 case
to reach assets for the benefit of the creditors."
Judge Rodriguez explains that Debtor has admitted that it
transferred money to insiders, Lyndell Price and Carl More, in the
year preceding bankruptcy. However, it has not disclosed the amount
of money transferred. Moreover, Debtor's prepetition transfer of
$245,806.00 to Nakia Price, Debtor's owner, was not disclosed until
it amended its SOFA approximately two months after this bankruptcy
case was filed. These transfers indicate there are potential
Chapter 5 causes of action that a Chapter 7 trustee would be able
to recover for the benefit of creditors if this case was
converted.
Therefore, considering the totality of the circumstances, the Court
finds that conversion is in the best interests of the estate and
the creditors
A copy of the Court's decision is available at
https://urlcurt.com/u?l=7Xwd4i
About Turkey Leg Hut
The Turkey Leg Hut & Company, LLC is a Houston-based restaurant
specializing in turkey legs.
Turkey Leg Hut sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-31275) on March 26,
2024. In the petition filed by Nakia Price, managing member, the
Debtor estimated assets up to $50,000 and estimated liabilities
between $1 million and $10 million.
Judge Eduardo V. Rodriguez oversees the case.
Susan Tran Adams, Esq., at Tran Singh, LLP serves as the Debtor's
counsel.
UNITED WHOLESALE: Moody's Puts 'Ba3' CFR on Review for Upgrade
--------------------------------------------------------------
Moody's Ratings has placed on review for upgrade the Ba3 corporate
family rating and long-term senior unsecured debt ratings of United
Wholesale Mortgage, LLC (United Wholesale). Previously, the outlook
was positive.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
United Wholesale's ratings reflect the company's strong franchise
in the US mortgage market as one of the largest overall residential
mortgage originations and the largest wholesale broker originator
in the last eight years. The company has exhibited a track record
of strong through-the-cycle profitability while maintaining solid
capitalization, and its funding profile has continued to mature.
Governance was a driver of the rating action reflecting that the
review will focus on several areas of United Wholesale's financial
policy and strategy. During the review, Moody's will further assess
the company's financial policies with respect to its funding
structure; in particular, its high use of uncommitted warehouse
facilities. Moody's will also analyze the company's capital
management and growth appetite as the residential mortgage market
recovers and originations increase over the next 12-18 months.
Lastly, Moody's will assess United Wholesale's use of secured
mortgage servicing rights (MSR) facilities and the company's
commitment towards use of unsecured financing to fund
originations.
Given its strong franchise position, the company has strong
earnings capacity. For the six-months ended June 30, 2024, United
Wholesale reported net income to average total assets of 4.1%.
Excluding a $130 million gain on its MSRs, the company's core
after-tax income to average total assets was 2.2%. With the
expected rise in industry mortgage originations, Moody's expect
United Wholesale's core profitability will strengthen over the next
12-18 months and that the company's through-the-cycle average
profitability should be around 4.0% of average total assets.
United Wholesale's capitalization is solid as indicated by its by
its tangible common equity (TCE) to adjusted tangible assets (TMA)
of 18.3% as of June 30, 2024, providing a solid cushion against
losses in a stressed environment. Moody's expect that the firm's
capitalization ratio may decline slightly over the next 12-18
months, as earnings retention will likely lag the expected rise in
origination volumes and in turn increase in loans held-for-sale on
the balance sheet. Still, over the medium term, Moody's expect the
company's earnings strength to drive a gain in capitalization in
excess of peers.
United Wholesale has a solid funding profile relative to rated
peers. In 2020 and 2021, the company issued approximately $2.0
billion of senior unsecured debt, of which $800 million matures in
November 2025, $500 million in June 2027 and $700 million in April
2029. In addition, the company has access to $2.5 billion in MSR
secured borrowing facilities with no outstanding balance as of June
30, 2024, illustrating the company's historical preference for
unsecured financing and financial flexibility for times of stress.
Like other non-bank mortgage companies, United Wholesale relies on
short-term (mostly one-year maturities) repurchase facilities to
finance new originations, a credit negative. However, the company's
originations are primarily all government or agency loans,
supporting a solid liquidity position. Almost all of United
Wholesale's repurchase facilities are uncommitted, a credit
negative. However, a partial offset is the long-term relationships
that the company has with most of its warehouse lenders.
Moody's believe the company faces key person risk with respect to
Mat Ishbia, the company's chairman, who continues to be the public
face of the company in its marketing efforts. In addition, the
company faces governance risks with the Ishbia family as its
principal stockholders, holding 79% of all voting rights, and the
fact that only three of the ten board members are independent.
The Ba3 senior unsecured bond ratings are equal to United
Wholesale's CFR, reflecting the company's modest amount of secured
corporate debt, which is senior to the company's unsecured debt.
While the secured MSR facilities provide the company with
additional liquidity, they subordinate the unsecured bond holders
to the MSR lenders, potentially increasing the loss severity of the
unsecured bond holders in the event of a default.
The ratings could be upgraded if: 1) the company commits to
increasing the level of committed warehouse capacity to 25% or more
of total warehouse capacity, 2) Moody's expect any erosion in TCE
to TMA over the next 12-18 months to be modest and that long-term
TCE to TMA averages at least 20%, and 3) Moody's expect that the
company will continue to only modestly rely on secured MSR
facilities such that the ratio of outstanding MSR debt to total
corporate debt (MSR debt plus unsecured debt) outstanding remains
below 25%.
Given the review for upgrade, a downgrade of the ratings is
unlikely at this time. The CFR could be confirmed at the conclusion
of the review if Moody's view that United Wholesale will maintain a
solid financial profile over the next 12-18 months.
Longer term, Moody's could downgrade the ratings if the company's:
1) origination market share drops materially, 2) profitability
weakens whereby Moody's expect the company's net income to average
assets to remain below 3.0% for an extended period of time, 3) TCE
to TMA ratio declines to and is expected to remain below 17.5% for
an extended period, 4) funding or liquidity profiles weaken, or 5)
percentage of non-government sponsored entity and non-government
loan origination volumes grow to more than 15% of the company's
total originations without a commensurate increase in alternative
liquidity sources and capital to address the riskier liquidity and
asset quality profile that such an increase would entail.
In addition, United Wholesale's senior unsecured bond rating would
likely be downgraded if the ratio of secured MSR debt to total
corporate debt increases and is expected to remain above 25%; under
this scenario, Moody's expect the loss on senior unsecured
obligations in the event of default would be materially higher.
The principal methodology used in these ratings was Finance
Companies published in July 2024.
US JET: Seeks Approval to Hire David C. Johnston as Attorney
------------------------------------------------------------
US Jet Trans Inc. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of California to employ David C. Johnston, an
attorney practicing in California, as its legal counsel.
Mr. Johnston's services include:
a. giving the Debtor legal advice about various bankruptcy
options, including relief under Chapters 7 and 11, and legal advice
about non-bankruptcy alternatives for dealing with the claims
against it;
b. giving the Debtor in Possession legal advice about its
rights, powers, and obligations in the Chapter 11 case and in the
management of the estate;
c. taking necessary action to enforce the automatic stay and
to oppose motions for relief from the automatic stay;
d. taking necessary action to recover and avoid any
preferential or fraudulent transfers and to exercise the Debtor in
Possession's strong-arm powers;
e. appearing with the Debtor's designated representative,
Navjot Singh, at the meeting of creditors, initial interview with
the U.S. Trustee, status conference, and other hearings held before
the Court;
f. reviewing and if necessary, objecting to proofs of claim;
and
g. preparing a plan of reorganization and a disclosure
statement (if required) and taking all steps necessary to bring the
plan to confirmation, if possible.
He will be paid at $400 per hour.
Mr. Johnston will also be reimbursed for reasonable out-of-pocket
expenses incurred.
David C. Johnston, 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.
He can be reached at:
David C. Johnston, Esq.
1600 G Street, Suite 102
Modesto, CA 95354
Tel: (209) 579-1150
Fax: (209) 900-9199
About US Jet Trans
US Jet Trans Inc. filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 24-12501) on
August 27, 2024, with $100,001 to $500,000 in both assets and
liabilities.
Judge Jennifer E. Niemann presides over the case.
David C. Johnston, Esq., represents the Debtor as legal counsel.
VERECORE LLC: Selling Infra Assets for Crypto Mining
----------------------------------------------------
Verecore LLC seeks approval from the U.S. Bankruptcy Court for the
Northern District of Georgia, Gainesville Division, to sell
substantially all of its assets, free and clear of liens, claims,
interests, and encumbrances.
The Debtor's business consisted of hosting crypto currency
processing for crypto miners at its leased commercial premises
located at 880 Airport Road, Building 7, Side B, Winder, Georgia
30680. The Debtor's clients were bitcoin miners who either used
mining machines provided by the Debtor or installed their own
machines.
The Assets consist of individual items that make up an electrical
infrastructure for operating in the specialized bitcoin mining
industry. These Assets include transformers, electrical cabinets,
PDUs, networking equipment, among others. The Debtor has listed
ownership interest in the Assets located in the Premises with a
gross value of $331,300.
The Debtor's largest client, Coindamental, ceased doing business
with the Debtor and removed its machines from the premises, causing
the Debtor's business to decline.
The Debtor has identified Viral Chhadua, who has been in the
bitcoin mining industry, as the party to conduct the sale of its
Assets and will solicit buyers who offer the highest and best
prices. Mr. Chhadua charges a 10% commission on total sales of the
Assets.
The Debtor asserts that the motion will help facilitate its ability
to file and seek approval of a plan of reorganization and
distribute the sale proceeds in accordance with the priorities
delineated in the Bankruptcy Code.
A hearing on the Debtor's request is set for November 7, 2024 at
10:30 a.m. in Gainesville.
About Verecore LLC
Verecore LLC operates and hosts crypto currency processing for
crypto miners at its business premises located at 880 Airport Road,
Building 7, Side B, Winder, Georgia 30680.
Verecore filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga.
Case No. 24-21041) on Aug. 27, 2024, disclosing under $1 million in
both assets and liabilities.
Ceci Christy, Esq., at Rountree Leitman Klein & Geer, LLC,
represents the Debtor as its counsel.
Tamara Ogier has been appointed as Subchapter V trustee.
VERITEC INC: Incurs $1.06 Million Net Loss in FY Ended June 30
--------------------------------------------------------------
Veritec, Inc., filed with the Securities and Exchange Commission
its Annual Report on Form 10-K reporting a net loss of $1.06
million on $461,000 of total revenue for the year ended June 30,
2024, compared to a net loss of $1.23 million on $356,000 of total
revenue for the year ended June 30, 2023.
As of June 30, 2024, the Company had $132,000 in total assets,
$9.86 million in total liabilities, and a total stockholders'
deficit of $9.73 million.
Los Angeles, California-based Weinberg & Company, P.A., the
Company's auditor since 2008, issued a "going concern"
qualification in its report dated Oct. 10, 2024, citing that the
Company has had recurring losses from operations and had a
stockholders' deficiency as of June 30, 2024. In addition,
convertible notes and notes payable in the amount of $794,000 are
in default or past due. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/773318/000171328224001164/veritec063024form10k.htm
About Veritec, Inc.
Headquartered in Golden Valley, MN, Veritec, Inc. is primarily
engaged in the development, sales, and licensing of products and
providing services related to its mobile banking solutions.
VOYAGER DIGITAL: Attorneys Receive $1.3-Mil. from Settlement Claims
-------------------------------------------------------------------
Emilie Ruscoe of Law360 reports that attorneys representing a
proposed class of users of the now-bankrupt cryptocurrency firm
Voyager Digital Holdings will receive $1.3 million in fees after
brokering the settlement of claims the company "aggressively
marketed" unregistered securities.
About Voyager Digital Holdings
Based in Toronto, Canada, Voyager Digital Holdings Inc. --
https://www.investvoyager.com/ -- ran a cryptocurrency platform.
Voyager claimed to offer a secure way to trade over 100 different
crypto assets using its easy-to-use mobile application. Through its
subsidiary Coinify ApS, Voyager provided crypto payment solutions
for both consumers and merchants around the globe.
Voyager Digital Holdings Inc. and two affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead
Case No. 22-10943) on July 5, 2022. In the petition filed by
Stephen Ehrlich, chief executive officer, the Debtors estimated
assets and liabilities between $1 billion and $10 billion.
Judge Michael E. Wiles oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy
counsel; Berkeley Research Group, LLC, as financial advisor; Moelis
& Company as investment banker; Consello Group as strategic
financial advisor; Deloitte Tax, LLP as tax services provider; and
Deloitte & Touche, LLP, as accounting advisor. Stretto, Inc., is
the claims agent.
On July 19, 2022, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors in the Chapter 11 cases.
The committee tapped McDermott Will & Emery, LLP as bankruptcy
counsel; FTI Consulting, Inc., as financial advisor; Cassels Brock
& Blackwell, LLP as Canadian counsel; and Epiq Corporate
Restructuring, LLC, as noticing and information agent.
The committee also tapped the services of Harney Westwood &
Riegels, LP, in connection with Three Arrows Capital Ltd.'s
liquidation proceedings in British Virgin Islands.
On July 6, 2022, the Debtors filed a joint Chapter 11 plan of
reorganization.
* * *
Following an auction process, the Debtors in September 2022
selected the bid submitted by FTX US' West Realm Shires Inc. as the
winning bid for the assets. But after a series of events, FTX
collapsed in November 2022, before the sale could be completed.
After reopening bidding, Voyager Digital selected the offer from
U.S. exchange BAM Trading Services Inc. (doing business as
"Binance.US") as the highest and best bid for its assets.
Binance's bid is valued at $1.022 billion.
In April 2023, Binance.US called off its deal to buy assets of
bankrupt crypto lender Voyager Digital, citing a "hostile and
uncertain regulatory climate."
WALKER COUNTY: Allied World Bound to Provide Ex-CEO D&O Coverage
----------------------------------------------------------------
In the case captioned as WALKER COUNTY HOSPITAL CORPORATION, et
al., Plaintiffs, VS. SHANNON L. BROWN, Defendant, ADVERSARY NO.
22-3099 (Bankr. S.D. Tex.), Judge Marvin Isgur of the United States
Bankruptcy Court for the Southern District of Texas concluded that
Allied World Specialty Insurance Company is obligated to provide
Shannon L. Brown, a former CEO of Walker County Hospital
Corporation, insurance coverage under a directors' and officers'
liability insurance policy.
This dispute concerns whether Allied World Specialty Insurance
Company breached its contractual obligations to Shannon L. Brown, a
former CEO of Walker County Hospital Corporation, for refusing to
provide Brown insurance coverage under a D&O liability insurance
policy issued in the Hospital Corporation's favor.
On November 11, 2019, the Hospital Corporation commenced a
bankruptcy case by filing a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code.
The commencement of the case automatically created a bankruptcy
estate. 11 U.S.C. Sec. 541(a). The estate is a separate legal
entity that includes "all legal or equitable interests of the
debtor in property as of the commencement of the case."
The Hospital Corporation is the debtor-in-possession of the
bankruptcy estate pursuant to Secs. 1101 and 1107 of the Bankruptcy
Code.
On June 3, 2021, Allied World sent a reservation of rights letter
to Brown in response to his tender of the demand letters. The
letter provided Allied World's preliminary coverage evaluation and
advised that Allied World reserved its right to limit or disclaim
coverage for the demand letters on various grounds, including the
Policy's insured v. insured exclusion. The letter also informed
Brown that Allied World retained "Thompson Coe" to defend Brown's
interests in the dispute, subject to the reservation of rights.
On November 19, 2021, Allied World sent a letter to Brown advising
him that the insured v. insured exclusion bars coverage for the
demand letters and that Allied World would be withdrawing from its
defense.
The Estate (acting through the debtor-in-possession) and the
Official Committee of Unsecured Creditors commenced this adversary
proceeding on March 25, 2022. The joint complaint states four
claims for relief. The first claim for relief alleges that Brown
breached his duty of obedience to the Hospital Corporation by
acting beyond the scope of his authority by effectively selling the
Hospital Corporation's provider number to third party laboratory
service companies. The second claim for relief alleges that Brown
breached his duty of loyalty to the Hospital Corporation by
entering into various lab agreements in order to inflate the
Hospital Corporation's financial numbers for Brown's personal
benefit. The third claim for relief alleges that Brown breached his
duty of due care to the Hospital Corporation by negligently or
intentionally failing to seek appropriate advice and counsel prior
to entering into the laboratory agreements. The fourth claim for
relief alleges that Brown is liable for his negligent conduct in
entering into the laboratory agreements.
Brown tendered the complaint to Allied World on April 25, 2022. On
May 3, 2022, Brown filed his cross-claim against Allied World. The
cross-claim asserts two claims for relief. The first claim for
relief alleges that Allied World breached its obligations under the
Policy by failing to provide Brown a defense to the claims asserted
in the Estate's demand letters. The second claim for relief seeks a
declaration that, under the terms of the Policy, Allied World is
required to provide Brown with a defense for this adversary
proceeding.
Allied World must provide coverage for both the demand letters and
the adversary proceeding.
On July 22, 2022, Allied World filed a motion to dismiss the
crossclaim. Allied World argues that the Policy's insured v.
insured exclusion permits Allied World to deny Brown's claimed
coverage. On July 26, 2022, Brown filed a motion for judgment on
the pleadings. Brown claims that the insured v. insured exclusion
does not apply to the demand letters and adversary proceeding,
obligating Allied World to provide the demanded coverage.
Brown's claim that the Policy's insured v. insured exclusion does
not apply to the demand letters and adversary proceeding rests on
two grounds. Brown first argues that, because the Claims were
brought by the Hospital Corporation as debtor-in-possession, the
demand letters and adversary proceeding fall under the exclusion
exception permitting coverage for suits brought by "a bankruptcy or
insolvency trustee, examiner, receiver or similar official for the
Company." Brown's second argument is that the insured v. insured
exclusion does not apply to the adversary proceeding because the
suit was brought jointly by the Hospital Corporation and Creditors'
Committee, and the Creditors' Committee is not an Insured under the
Policy.
Because the Hospital Corporation is an Insured under the Policy,
the insured v. insured exclusion would bar coverage for any written
demands or suits brought by or on behalf of the Hospital
Corporation against Brown. Brown does not contest this fact.
Rather, Brown alleges that the Hospital Corporation's current
status as debtor-in-possession necessitates a different result.
According to Brown, because a debtor-in-possession is akin to a
bankruptcy trustee, the demand letters and adversary proceeding
fall under the exclusion exception permitting coverage for "any
Claim brought or maintained by or on behalf of a bankruptcy or
insolvency trustee, examiner, receiver or similar official for the
Company."
Judge Isgur holds that because there is a bankruptcy exception to
the insured v. insured policy exclusion, the exclusion itself does
not apply to the written demands for compensation sent by the
Hospital Corporation's bankruptcy estate and the suit filed after
the commencement of the bankruptcy case. Allied World is obligated
to provide coverage for the demand letters and this adversary
proceeding under its policy.
A copy of the Court's decision is available at
https://urlcurt.com/u?l=1yN6Mb
About Walker County Hospital Corp.
Walker County Hospital Corporation, doing business as Huntsville
Memorial Hospital -- https://www.huntsvillememorial.com/ --
operates a community hospital located in Huntsville, Texas. It is
the sole member of its non-debtor affiliate, HMH Physician
Organization. Founded in 1927, the Facility provides health care
services to the residents of Walker County and its surrounding
communities.
Walker County Hospital Corporation sought Chapter 11 protection
(Bankr. S.D. Texas Case No. 19-36300) on November 11, 2019, in
Houston. At the time of filing, the Debtor listed as much as $50
million in both assets and liabilities. Steven Smith, chief
executive officer, signed the petition.
The Honorable David R. Jones is the case judge.
The Debtor tapped Holland & Knight LLP as bankruptcy counsel;
Healthcare Management Partners, LLC as financial and restructuring
advisor; Bharat Capital, LLC as financial consultant; and Epiq
Corporate Restructuring, LLC as notice and claims agent.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Nov. 23, 2019. The committee tapped Arent
Fox LLP as legal counsel, Gray Reed & McGraw LLP as local counsel,
and FTI Consulting, Inc. as financial advisor.
WARHORSE SH WEST: Court Approves Use of Cash Collateral
-------------------------------------------------------
Warhorse SH West Retail, LLC got the green light from the U.S.
Bankruptcy Court for the Middle District of Tennessee to use its
cash collateral.
The order penned by Judge Nancy King approved the use of cash
collateral to pay the company's expenses for the period from Sept.
25 to Nov. 24.
Major expenses include $1,400 for utilities, $1,000 for insurance,
$550 for trash pickup, and $216 for management fees. Additional
costs related to bankruptcy proceedings are also anticipated such
as U.S. Trustee fees and professional fees.
Warhorse generates $4,324 per month in revenue from tenant rents,
which constitute cash collateral. First Vision Bank of Tennessee is
the only creditor with an interest in the cash collateral.
The next hearing is scheduled for Oct. 29. Responses are due by
Oct. 18.
About Warhorse SH West Retail
Warhorse SH West Retail, LLC is a single asset real estate debtor
(as defined in 11 U.S.C. Section 101(51B)). It operates in
Franklin, Tenn.
Warhorse filed voluntary Chapter 11 petition (Bankr. M.D. Tenn.
Case No. 24-03688) on Sept. 25, 2024, with up to $50,000 in assets
and up to $10 million in liabilities. Wm. Eric Kaehr, president of
Warhorse, signed the petition.
Judge Nancy B. King oversees the case.
Dunham Hildebrand Payne Waldron, PLLC serves as the Debtor's legal
counsel.
WEINSTEIN CO: Liquidating Trust Reaches Deal With David O. Russell
------------------------------------------------------------------
James Nani of Bloomberg Law reports that Hollywood director David
O. Russell and his company Kanzeon Corp. can collect up to $2.5
million as part of a deal with the administrator of a trust
liquidating Weinstein Company Holdings LLC bankruptcy estate.
The stipulation between the Oscar-nominated director and the trust
formed to liquidate the defunct movie studio's assets and pay off
creditors was approved Thursday by Judge Mary F. Walrath of the US
Bankruptcy Court for the District of Delaware.
The deal allows Russell and Kanzeon up to $2.5 million in unsecured
claims in exchange for releases of liability, according to the
deal.
About The Weinstein Company
The Weinstein Company (TWC) -- http://www.WeinsteinCo.com/-- was a
multimedia production and distribution company launched in 2005 in
New York by Bob and Harvey Weinstein, the brothers who founded
Miramax Films in 1979. TWC also encompasses Dimension Films, the
genre label founded in 1993 by Bob Weinstein. During Harvey and
Bob's tenure at Miramax and TWC, they have received 341 Oscar
nominations and won 81 Academy Awards.
TWC dismissed Harvey Weinstein in October 2017, after dozens of
women came forward to accuse him of sexual harassment, assault or
rape.
The Weinstein Company Holdings LLC and 54 affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 18-10601) on March 19,
2018, after reaching a deal to sell all assets to Lantern Asset
Management for $310 million.
The Weinstein Company Holdings estimated $500 million to $1
billion
in assets and $500 million to $1 billion in liabilities.
The Hon. Mary F. Walrath served as the case judge.
Cravath, Swaine & Moore LLP acted as the Debtors' bankruptcy
counsel, with the engagement led by Paul H. Zumbro, George E.
Zobitz, and Karin A. DeMasi, in New York.
Richards, Layton & Finger, P.A., served as the local counsel, with
the engagement headed by Mark D. Collins, Paul N. Heath, Zachary I.
Shapiro, Brett M. Haywood, and David T. Queroli, in Wilmington,
Delaware.
The Debtors also tapped FTI Consulting, Inc., as restructuring
advisor; Moelis & Company LLC as investment banker; and Epiq
Bankruptcy Solutions, LLC as claims and noticing agent.
The official committee of unsecured creditors retained Pachulski
Stang Ziehl & Jones, LLP as its legal counsel, and Berkeley
Research Group, LLC, as its financial advisor.
Renamed TWC Liquidation Trust, LLC, following the asset sale, the
Debtors obtained confirmation of their bankruptcy plan on January
26, 2021.
WELLPATH HOLDINGS: S&P Lowers ICR to 'D' on Missed Payments
-----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on WellPath
Holdings Inc. to 'D' (default) from 'CCC'. At the same time, S&P
lowered its issue-level rating on the first-lien term loan to 'D'
from 'CCC' and second-lien term loan to 'D' from 'CC'.
S&P will reevaluate its ratings upon completion of a
restructuring.
The downgrade reflects missed interest and principal payments on
WellPath's first- and second-lien term loans, and its failure to
repay the outstanding balance on the revolver at maturity. S&P
said, "We consider the failure to make payments when due across all
three of the company's credit facilities a default. We believe the
company aims to preserve liquidity and leave all restructuring
options open through the end of the forbearance period, expiring
Oct. 31, 2024."
S&P believes an additional distressed exchange is highly likely
within the next few months. This conclusion is given WellPath's
strained liquidity and distressed debt trading levels.
WESTLAKE SURGICAL: No Decline in Patient Care, 7th PCO Report Says
------------------------------------------------------------------
Dr. Thomas Mackey, the court-appointed patient care ombudsman,
filed with the U.S. Bankruptcy Court for the Western District of
Texas his seventh report regarding the quality and safety of
patient care provided at The Hospital at Westlake Medical Center, a
boutique hospital in Westlake Hills operated by Westlake Surgical,
L.P.
The PCO visited Westlake's facility and spoke with the Chief
Administrative Officer (CAO), Director of Nursing (DON), Director
of Quality Compliance and Risk (DQCR), Director of Pharmacy (DOP),
Director of Laboratory Services (DOL), registered nurses on the
medical floor and operating rooms.
Westlake provided cooperation and was candid with responses to
inquiries by the PCO. Staff were open and forthcoming with
requested information. Staff do not believe the Chapter 11
proceedings have compromised patient quality or safety of care.
Staff do not feel patient care is suffering because of the Chapter
11 process.
The following is a summary of the PCO's visit on July 18:
* Importantly, Westlake hired a full-time experienced
infection control/quality improvement nurse shortly after the PCO
visit in May. Consequently, there is significant improvement in the
processes and systems related to patient safety and quality of
care. The PCO is very satisfied with the progress.
* The PCO believes Chapter 11 is not compromising safety and
quality of care provided by Westlake.
* Westlake continues to employ appropriate administrative and
clinical staff (physicians, nurses, pharmacists, technicians, etc.)
for the number of patients serviced in the emergency department and
hospital.
* ActionCue (a clinical quality management system) continues
to provide vast improvement in tracking, trending, controlling, and
overseeing safety and quality of patient care parameters and
metrics.
* Safety and quality of care areas needing improvement include
gathering and tracking patient satisfaction/complaints, testing and
documenting tuberculosis status for all physicians, and training
physician staff on blood borne pathogen safety.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=OUvhCZ from PacerMonitor.com.
About Westlake Surgical
Westlake Surgical, L.P. operates The Hospital at Westlake Medical
Center, a boutique hospital in Westlake Hills, Texas. Its core
service areas include surgical procedures, outpatient radiology and
a 24/7 emergency room.
Westlake Surgical filed Chapter 11 petition (Bankr. W.D. Texas Case
No. 23-10747) on Sept. 8, 2023, with $10 million to $50 million in
both assets and liabilities. Judge Shad Robinson oversees the
case.
The Debtor tapped Hayward, PLLC as legal counsel and Donlin, Recano
& Company, Inc. as claims agent. eCapital Healthcare Corp., the
debtor-in-possession (DIP) lender, is represented by Foley &
Lardner, LLP.
On Sept. 29, 2023, the U.S. Trustee for Region 7 appointed an
official committee to represent unsecured creditors in the Debtor's
Chapter 11 case. The committee is represented by White & Case,
LLP.
Dr. Thomas Mackey is the patient care ombudsman appointed in the
Debtor's case.
WHITESTONE OFFICES: Court OKs Sale to Majestic Enterprises
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, has granted Whitestone Offices LLC authority to
sell property located at 9101 Lyndon B. Johnson Freeway, Dallas,
Texas 75204, free and clear of liens, claims, and encumbrances.
The Court has agreed to sell the Debtor's real and personal
property including assignment of tenant leases to Majestic
Enterprises LLC or its assigns for $5,753,000.
The Court also ordered that the Debtor shall pay all reasonable and
necessary closing costs including title insurance, real estate
commissions, survey fees, adjustments based on tenant leases, and
miscellaneous title company.
The Court indicates that the sale of the Property shall be free and
clear of any and all liens, claims, interests, and encumbrances.
About Whitestone Offices
Whitestone Offices LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No.
24-30653) on March 4, 2024, with estimated assets of $10 million to
$50 million, and estimated liabilities of $1 million to $10
million. The petition was signed by Bradford Johnson as authorized
representative of the Debtor.
Whitestone Offices LLC's case is jointly administered with those of
Pillarstone Capital REIT; Whitestone Industrial-Office LLC;
Whitestone CP Woodland Ph 2, LLC; and Pillarstone Capital REIT
Operating Partnership LP. Pillarstone Capital REIT's case is the
lead case (Bankr. N.D. Texas Case No. 24-30657).
The Hon. Michelle V. Larson presides over the cases.
Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC,
represents the Debtors as legal counsel.
WILD CARGO: Seeks to Hire Weinberg Law Firm as Bankruptcy Counsel
-----------------------------------------------------------------
Wild Cargo Pets, Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to employ the Weinberg Law
Firm, PA as legal counsel.
The firm's services include:
(a) give advice to the Debtor with respect to its powers and
duties in the continued management of its business and operations;
(b) advise the Debtor with respect to its responsibilities;
(c) prepare legal documents necessary in the administration of
the case;
(d) protect the interest of the Debtor in all matters pending
before the court; and
(e) represent the Debtor in negotiation with its creditors in
the preparation of a plan.
The firm will be paid at its standard hourly rates.
John Weinberg, Esq., an attorney at Weinberg Law Firm, 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:
John Weinberg, Esq.
Weinberg Law Firm, P.A.
2000 palm Beach Lakes Blvd., Suite 701
West Palm Beach, FL 33409
Telephone: (561) 355-0901
About Wild Cargo Pets
Wild Cargo Pets, Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-18380) on Aug. 19,
2024, listing under $1 million in both assets and liabilities.
Judge Erik P. Kimball oversees the case.
The Debtor tapped John Weinberg, Esq., at Weinberg Law Firm, P.A
counsel.
WILLAMETTE VALLEY: Updates Restructuring Plan Disclosures
---------------------------------------------------------
Willamette Valley Hops, LLC ("WVH") submitted a Second Amended
Disclosure Statement accompanying Plan of Reorganization dated
September 5, 2024.
The accompanying Plan of Reorganization describes how all claims
will be treated under the proposed plan. In particular, if the plan
is confirmed, holders of general unsecured claims will receive a
dividend of approximately 11% of their allowed claims.
The payment to unsecured creditors will come from Debtor's
operations. One of Debtor's members, Bruce Wolf, will sell
sufficient real property within 60 days of Confirmation to pay
secured creditor US Bank in full on its secured debt which totals
over $1,500,000 including the amounts guaranteed by Willamette
Valley Hops in the amount of $648,263.33.
The payment to US Bank will be funded by the sale of Bruce Wolf's
60 acre hop farm and an office warehouse on the property. After the
sale, Debtor will lease back the office and warehouse from the
buyer. The reason Debtor needs to lease back the office and
warehouse is because the other warehouse space is just cold
storage. The office and warehouse on the Wolf property houses the
company offices and is also where the shipping of hops is done. The
60-acre hop farm and warehouse are additional collateral for the US
Bank secured debt owed by Debtor.
Bruce Wolf personally guaranteed the Debtor's loan from US Bank and
pledged the 60-acre hop farm and warehouse as collateral for that
loan. The 60-acre hop farm and warehouse are also collateral for a
separate loan from US Bank directly to Bruce Wolf, which Debtor
guaranteed. US Bank has filed claims (i) for $942,078.33 on its
loan to Debtor that Bruce Wolf guaranteed, and (ii) for $648,263.33
on its loan to Bruce Wolf that Debtor guaranteed.
Currently two parties want to purchase the property from Mr. Wolf.
One is the current farmer and the other is an investor. Both are
willing and able to close on the sale within 60 days of
confirmation of the Plan. If the farmer purchases the property, he
will agree to lease the property back to Debtor for no monthly
lease payment for 3.5 years, which is an additional value to Debtor
of $400,000.00. If the investor purchases the property, he will
lease back the property to Debtor for $10,000.00 per month. The
cash flow attached as Exhibit B is calculated based upon the
leaseback at $10,000 per month. If the investor buys the property,
Bruce Wolf will receive an additional $400,000.00 cash
The Debtor has filed a motion to assume all current contracts that
it has with its customers. Debtor is rejecting the customer
contracts that are in default by the customer. A total of 6 of the
customers out of 252 have objected to the assumption of the
contracts claiming Debtor has been unable to supply hops and that
the motion misstates the balance of the contracts being assumed.
Debtor disputes that it has been unable to supply hops that have
been ordered pursuant to the outstanding contracts.
Like in the prior iteration of the Plan, creditors in Class 2
Unsecured Claims of less than $10,000.00 will be paid 50% of their
claim amount within 90 days of confirmation as payment in full. Any
creditor with a claim of more than $10,000.00 can elect to be a
part of this class and receive a payment of $5,000.00 in full
satisfaction of its claim.
Class 3 consists of General Unsecured Claims of more than
$10,000.00. These claims total approximately $8,700,000.00. Debtor
understands that creditor John I Haas intends to file claims for
the rejection of most of the contracts Debtor had with Haas. This
will increase the total claims significantly and will lower the
overall percentage the unsecured creditors will receive. These
creditors will share pro-rata in monthly distributions beginning at
$2,000.00 in November 2024.
The creditors will receive approximately 11% of their claims which
might be lowered to as much as 5% depending on the amount of Haas'
claim for rejection of contract damages. Haas owes Debtor
approximately $140,000 for work Debtor did in 2023 in the form of
receiving and inventorying hops. On the Effective Date of the Plan
Haas will be allowed to offset this debt against the debt owed to
it by Debtor. The total to be distributed is $952,000.00.
The Debtor's member, Bruce Wolf, is selling his 60 acre hop farm
and office and warehouse for enough to pay off the secured creditor
US Bank. The total owed to US Bank is $1,590,342.16, which includes
the guaranteed debt of Bruce Wolf in the amount of $648,263.33 and
$942,078.83 owed by Debtor. The 60-acre farm and warehouse were
additional security for the US Bank loan to Debtor. The payments to
the other creditors will be funded from the income generated by
Debtor's business.
A full-text copy of the Second Amended Disclosure Statement dated
September 5, 2024 is available at https://urlcurt.com/u?l=hTTzFB
from PacerMonitor.com at no charge.
Attorney for the Debtor:
Ted A. Troutman, Esq.
TROUTMAN LAW FIRM, PC
5075 SW Griffith Dr., Suite 220
Beaverton, OR 97005
Telephone: (503) 292-6788
Facsimile: (503) 596-2371
Email: tedtroutman@sbcglobal.net
About Willamette Valley Hops
Willamette Valley Hops, LLC, is a family owned and operated premium
hop product distributor established in 2008 and located in the
heart of the Willamette Valley.
Willamette Valley Hops filed a Chapter 11 petition (Bankr. D. Ore.
Case No. 24-60110) on Jan. 19, 2024, with $10 million to $50
million in both assets and liabilities. Paul Stevens, managing
member, signed the petition.
Judge Peter C. Mckittrick oversees the case.
Ted A. Troutman, Esq. at Troutman Law Firm, PC, is the Debtor's
legal counsel.
WNK FOODS INC: Sec. 341(a) Meeting of Creditors on November 6
-------------------------------------------------------------
WNK Foods Inc. filed Chapter 11 protection in the Central District
of California. According to court documents, the Debtor reports
between $1 million and $10 million in debt owed to 100 and 199
creditors. The petition states funds will be available to unsecured
creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
November 6, 2024 at 1:30 a.m. at UST-RS1, TELEPHONIC MEETING.
CONFERENCE LINE:1-866-822-7121, PARTICIPANT CODE:6203551.
About WNK Foods Inc.
WNK Foods Inc., doing business as Rally's, owns and operates a
restaurant.
WNK Foods Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code {Bankr. C.D. Cal. Case No. 24-15964} on October 4,
2024. In the petition filed by Wahid Karas, as president, the
Debtor reports estimated assets and liabilities between $1 million
and $10 million each.
The Honorable Bankruptcy Judge Mark D. Houle oversees the case.
The Debtor is represented by:
Robert Rosenstein, Esq.
ROSENSTEIN & ASSOCIATES
28600 Mercedes St., Suite 100
Temecula, CA 92590
Email: info@thetemeculalawfirm.com
WOODFIELD ROAD: To Sell Damascus Apartment for $5.8MM
------------------------------------------------------
Woodfield Rd LLC seeks permission from the U.S. Bankruptcy Court
for the District of Maryland to sell all assets, free and clear of
liens and other interests.
The Debtor is a Maryland limited liability company that is owed by
Houri Razjooyan and her son, Eimon Razjooyan.
The property for sale is located at 26040-26050 Woodfield Road,
Damascus, Maryland 20787, comprised of an improved apartment
building that is rented primarily to residential tenants.
The Debtor is selling the Property to Wilbur McReynolds and Elenora
Hill for $8,400,000, however, the Debtor will provide 30% credit at
closing, therefore, the effective sale price is $5,880,000.
The Debtor proposes to make payment of all cost associated with the
settlement including transfer taxes and recordation charges,
payment of approximately $4,500,000 to TD Bank, and payment of
approximately $14,443 to Montgomery County in complete satisfaction
of liens on the Property.
About Woodfield Rd LLC
Woodfield Rd is a limited liability company engaged in apartment
rental activities. Woodfield owns the real property located at
26040-26050, Woodfield Rd, Damascus MD 20787 having an appraised
value of $8.4 million.
Woodfield Rd filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Md. Case No. 24-15941) on July
15, 2024, listing $8,421,687 in assets and $4,935,021 in
liabilities. The petition was signed by Sam Razjooyan as manager.
William C. Johnson, Jr., Esq., at The Johnson Law Group, LLC,
represents the Debtor as counsel.
WYNN RESORTS: Subsidiary Extends Loan Maturity to 2028
------------------------------------------------------
Wynn Resorts, Limited disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that Wynn Macau, Limited,
an indirect subsidiary of the Company with its shares listed on The
Stock Exchange of Hong Kong Limited, entered into an amendment
agreement to its existing facility agreement dated as of September
16, 2021, as amended on May 5, 2022 and as amended and restated on
June 27, 2023.
The Second Amendment Agreement amends the Existing Facility
Agreement to, among other things, extend the maturity date of the
outstanding loans under the Existing Facility Agreement for three
years to September 16, 2028 (or if September 16, 2028 is not a
business day, the immediately preceding business day). Customary
extension fees and expenses will be paid by WM Cayman Holdings
Limited II, a wholly-owned subsidiary of WML, in connection with
the Second Amendment Agreement.
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.
*********
Monday's edition of the TCR delivers a list of indicative prices
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