/raid1/www/Hosts/bankrupt/TCR_Public/241115.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, November 15, 2024, Vol. 28, No. 319
Headlines
1016 CHANNEL: Seeks to Hire Charles Wertman P.C. as Attorney
257 WASHINGTON: Taps Shafferman & Feldman as Substitute Counsel
264 CHESTNUT RD: Hire Philip W. Stock as Bankruptcy Counsel
264 CHESTNUT RD: Seeks to Hire Philip W. Stock as Legal Counsel
634 WILSON: Property Sale Proceeds to Fund Plan Payments
738 RT196 HOLDINGS: Seeks to Tap Philip W. Stock as Legal Counsel
738 RT196: Seeks to Hire Philip W. Stock as Bankruptcy Counsel
810 WILTON: Unsecureds Will Get 100% of Claims in Plan
ACCURIDE CORP: Files for CCAA Protection to Reduce Debt
AGTJ13: Seeks to Sell Los Angeles Property in Auction
AIR CANADA: Fitch Hikes LongTerm IDR to 'BB', Outlook Stable
ALL IN ONE MANAGEMENT: Seeks Approval to Hire Bankruptcy Counsel
ALMOND COW: Leon Jones Named Subchapter V Trustee
ALROD LOGISTICS: Selling Corporate Assets to McCulley Consulting
ALROSE PATCHOGUE: Hires Schwartz Conroy & Hack as Special Counsel
APPLE CENTRAL: Seeks to Tap Brown & Ruprecht as Bankruptcy Counsel
AQUA METALS: Executes 1-for-20 Reverse Stock Split
ARGENTARIA REAL ESTATE: Claims to be Paid From Sale Proceeds
ATLAS LITHIUM: Incurs $9.72 Million Net Loss in Third Quarter
AVALON GLOBOCARE: Faces Nasdaq Delisting Over Reverse Split Timing
AVANTOR INC: Fitch Hikes LongTerm IDR to 'BB+', Outlook Stable
AVOCADO TREE: Hires Lyon Stahl Investment as Real Estate Broker
BARROW SHAVER: Hires Chaffe & Associates as Investment Banker
BARROW SHAVER: Taps Santoyo Wehmeyer as Special Litigation Counsel
BAUSCH HEALTH: Unit Amends Deal for $400-Mil. in New Term Loans
BAY RIDGE KICKBOXING: Taps Gregory A. Flood as Bankruptcy Counsel
BEECHAM GROUP: Hires Lane Law Firm as Bankruptcy Counsel
BHAVICHAND LLC: Frances Smith Named Subchapter V Trustee
BLACKMARKET BAKERY: Trustee Seeks to Hire Fennemore as Counsel
CAPRI HOLDINGS: Continues to Suffer Revenue Declines
CAPRI HOLDINGS: Seeks Expedited Appeal of Tapestry Merger Denial
CAREPOINT HEALTH: Gets OK to Tap Epiq as Claims and Noticing Agent
CAREPOINT HEALTH: Secures Payroll Funds; DIP Plan Faces Opposition
CAREPOINT HEALTH: Taps Dilworth Paxson as Bankruptcy Counsel
CENTENNIAL HOUSING: Washington Regional Seeks Ch. 11 Bankruptcy
CHEMOURS CO: S&P Rates New $600MM Senior Unsecured Notes 'BB-'
CHESSWOOD GROUP: Commences Proceedings Under CCAA
COFFEE HOLDING: All Three Proposals Approved at Annual Meeting
CONNEXA SPORTS: Names New Auditor Amid SEC Charges Vs. Olayinka
CPC ERICSSON: Seeks to Tap Gary W. Cruickshank as Legal Counsel
CREAGER MERCANTILE: Updates Unsecured Claims Pay; Amends Plan
CREPERIE D AMOUR: Court OKs Cash Collateral Access Thru Nov. 20
CROWNCO INC: Court Approves Interim Use of Cash Collateral
CRYOMASS TECHNOLOGIES: Incurs $1.1 Million Net Loss in 3rd Quarter
CTS LOGISTICS: Jean Goddard Named Subchapter V Trustee
CURIS INC: Thomas Satterfield Discloses 8.05% Stake as of Oct. 30
DENALI CONSTRUCTION: Hires Munsch Hardt Kopf & Harr as Attorney
DENALI CONSTRUCTION: Hires Nelson Law Group as Special Counsel
DIGITAL ALLY: Corrects Omission in Articles of Incorporation
DILLON'S MACHINE: Seeks to Hire POHL PA as Bankruptcy Counsel
DUNKMAN PAINT: Hires Berman Hopkins Wright and LaHam as Accountant
ECO ROOF: Gets Final Approval to Use Cash Collateral
EDMOUNDSON STEEL: Donald Brady Named Subchapter V Trustee
EDWARDS PETROLEUM: Seeks to Hire Ballstaedt Law Firm as Counsel
EMRLD BORROWER: Fitch Gives BB Rating to Proposed Term Loan B
EMRLD BORROWER: S&P Rates New $675MM Incremental Term Loan B 'BB-'
EMX ROYALTY: Signs Option Agreement With Mila Resources
ENGINEERING RECRUITING: Taps Mickler & Mickler LLP as Attorney
ENSERVCO CORP: Faces Lawsuit Over $625K Promissory Note Default
ENSERVCO CORP: Faces NYSE Delisting, Applies for OTCQB Listing
ENSERVCO CORP: Secures $3.5M Revolving Loan Facility With Pathward
ENTECCO FILTER: U.S. Trustee Appoints 2 New Committee Members
EXACTECH INC: Moody's Affirms 'Ca' CFR & Alters Outlook to Stable
EXTENDEDFIELDFORCE LLC: Taps Kaplan Johnson as Bankruptcy Counsel
FAUXGENET HOLDINGS: Seeks to Tap Keller Williams Realty as Realtor
FIREFLY NEUROSCIENCE: Turner Stone Out, Marcum Canada In as Auditor
FLORES PEDIATRICS: Seek to Tap Blackwood Law Firm as Legal Counsel
FREE SPEECH: Alex Jones Critics, Supports Wants to Buy Infowars
FREIGHT MASTERS: Seeks to Hire The Bisom Law Group as Counsel
FTX TRADING: Alameda Research Wants $11M Crypto Assets Returned
FUEL HOMESTEAD: John Rhyne Named Subchapter V Trustee
FUEL REYNOLDA: John Rhyne Named Subchapter V Trustee
GENEVA REPAIR: Gets Interim OK to Use Cash Collateral Thru Dec. 20
GEO. J. & HILDA: Unsecureds Will Get 100% of Claims in Plan
GEORGIA EARTH: Hires Rountree Leitman Klein & Geer as Attorney
GIRARDI & KEESE: Court Extends Ex-Lawyer Suspension to 15 Months
GLASS MANAGEMENT: Gets Interim OK to Use Cash Collateral
GLOBALSTAR INC: Expands Satellite Deal With Apple
GOL LINHAS: Reaches US$950M Debt-to-Equity Deal With Abra Group
GRAFTECH INTERNATIONAL: S&P Lowers ICR to 'CC', On Watch Negative
GRAND VALLEY: Ch.11 Trustee Taps M. Shapiro Management as Manager
GRAND VALLEY: Gets Interim OK to Use Cash Collateral Until Nov. 30
GRAND VALLEY: Trustee Taps Country Boys Auction as Auctioneer
HAGEN CONSTRUCTION: Hires Holbrook Law as Bankruptcy Counsel
HAWKERS LLC: Gets OK to Hire Shuffield Lowman & Wilson as Counsel
HAWKERS LLC: Gets OK to Tap Shuker & Dorris as Bankruptcy Counsel
HEXION INC: S&P Alters Outlook to Stable, Affirms 'B-' ICR
HOMESTEADER FIRST: Jerrett McConnell Named Subchapter V Trustee
ICAHN ENTERPRISES: S&P Rates $500MM Senior Secured Notes 'BB-'
IHEARTMEDIA: Extends Contract With Jordan Fasbender to 2026
IHEARTMEDIA: Reaches Exchange Deal w/ Creditors Holding 80% Debt
INDUSTRIAL SCREW: Gets Final OK to Use Cash Collateral Thru Jan. 31
INGRAM MICRO: S&P Upgrades ICR to 'BB' Following IPO Closing
INVESTORWIZE LLC: Case Summary & Three Unsecured Creditors
JACON LLC: Amends Platinum Bank Secured Claim Pay
JBRI CONSTRUCTION: Seeks to Tap Cooper & Scully as Legal Counsel
JORDAN HEALTH: Committee Taps Genesis Credit as Financial Advisor
JORDAN HEALTH: Committee Taps Potter Anderson & Corroon as Counsel
K & M AMUSEMENT: James LaMontagne Named Subchapter V Trustee
K & M AMUSEMENT: Seeks to Tap Kessler Realty as Real Estate Broker
KANSAI INC: Seeks to Hire Goering & Goering as Legal Counsel
KATOMKA ENTERPRISES: Seeks to Hire Diller & Rice as Legal Counsel
LA NOTTE VENTURES: Ira Bodenstein Named Subchapter V Trustee
LILYDALE PROGRESSIVE: Hires Chitwood & Chitwood as Accountant
LL FLOORING: CEO Charles Tyson Resigns, Board Size Reduced
LOVING KINDNESS: Seeks to Hire Bernstein-Burkley as Legal Counsel
LSR CANYON: Seeks to Hire Langley & Banack as Bankruptcy Counsel
LSR TANGLEWOOD: Hires Langley & Banack as Bankruptcy Counsel
LUDLOW HOSPITALITY: Seeks Chapter 11 Bankruptcy in Tennessee
LYTTON VINEYARD: Hires Echo Park Legal as Bankruptcy Counsel
LYTTON VINEYARD: Taps Berkshire Hathaway as Real Estate Broker
MARINUS PHARMACEUTICALS: Panacea, Affiliates Report 9.98% Stake
MCCONNELL ROAD: Hires Ivey McClellan Siegmund as Legal Counsel
MILLENKAMP CATTLE: Unsecureds Will Get 100% of Claims in Plan
MILLERKNOLL INC: S&P Alters Outlook to Stable, Affirms 'BB' ICR
MINERALS TECHNOLOGIES: S&P Rates New Sr. Secured Term Loan B 'BB+'
MIZRAHI DEVELOPMENT: Files Under CCAA to Address Cash Woes
MOLINA HEALTHCARE: S&P Rates New Senior Unsecured Notes 'BB'
NATIONAL HISTORIC: Taps Numbers Don't Lien Tax Prep as Accountant
NORTHWEST BIOTHERAPEUTICS: Secures $5 Million Convertible Note
NWFI LLC: Voluntary Chapter 11 Case Summary
NXT ENERGY: Receives $500K Tranche of $900K Debenture From Ataraxia
OCEAN POWER: Extends Expiry Date of Stock Purchase Deal to Dec 31.
ON SEMICONDUCTOR: S&P Alters Outlook to Positive, Affirm 'BB+' ICR
ONESOURCE COMMUNITY: Peter Barrett Named Subchapter V Trustee
ORYX OILFIELD: Seeks Approval to Tap Grady Bell as Special Counsel
OYA RENEWABLES: Gets Court Okay for $3-Mil. Lifeline in Chapter 11
OYA RENEWABLES: Seeks Chapter 11 Bankruptcy With $100-Mil. Debt
PACTIV EVERGREEN: S&P Upgrades ICR to 'BB-', Outlook Positive
PARKER HEATING: Court OKs Use of Cash Collateral
PETROQUEST ENERGY: Case Summary & 30 Largest Unsecured Creditors
PETROQUEST ENERGY: Returns to Chapter 11 Bankruptcy to Pursue Sale
PLOW UNDERGROUND: Hires Rountree Leitman Klein & Geer as Attorney
POTTSVILLE OPERATIONS: Taps Baker & Hostetler LLP as Co-Counsel
POTTSVILLE OPERATIONS: Taps Neil F. Luria of SOLIC as CRO
POTTSVILLE OPERATIONS: Taps Raines Feldman as Local Counsel
PRAIRIE KNOLLS: Trustee Hires M. Shapiro Management as Manager
PRAIRIE KNOLLS: Trustee Taps Country Boys Auction as Auctioneer
PRESERVE AT FOX: Hires Richard B. Rosenblatt as Bankruptcy Counsel
PRIMO WATER: Moody's Assigns 'B1' CFR Following BlueTriton Deal
PROJECT ALPHA: Moody's Alters Outlook on 'B2' CFR to Negative
QLIK PARENT: Fitch Lowers LongTerm IDR to 'B', Outlook Stable
R. RIVETER: Seeks to Tap Pashman Stein Walder Hayden as Counsel
RAGING BULL: Unsecureds Will Get 100% in Trustee's Plan
RAINBOW PRODUCTION: Gets Approval to Tap Donlin as Claims Agent
RANCHO FRESCO: Gets OK to Tap David Johnston as Bankruptcy Counsel
RE-TRON TECHNOLOGIES: Seeks to Hire Sean Raquet CPA as Accountant
RESTAURANT LIFE: Hires Kelley Kronenberg as Special Counsel
ROLLING ACRES: Gets Interim OK to Use Cash Collateral Thru Nov. 30
ROLLING ACRES: Trustee Hires M. Shapiro Management as Manager
SABRE GLBL: Moody's Rates New Senior Secured Term Loan B 'B3'
SCHARN INDUSTRIES: Unsecureds Will Get 20% Dividend in Plan
SEBASTIAN TECH: Case Summary & 20 Largest Unsecured Creditors
SEDALIA AESTHETICS: Norman Rouse Named Subchapter V Trustee
SENSIENCE INC: S&P Upgrades ICR to 'CCC' on Improved Liquidity
SHIFTPIXY INC: Seeks Bids for SaaS Assets in Bankruptcy Sale
SIGNIA AEROSPACE: Fitch Assigns 'B+' IDR, Outlook Stable
SILVER CREEK: Unsecureds to be Paid in Full over 60 Months
SINTX TECHNOLOGIES: Extends CEO's Contract to 12 Months
SKYX PLATFORMS: Registers 10.1M Shares for Possible Resale
SOLID BIOSCIENCES: Millennium Management Lowers Stake to 2.9%
SOUTHERN WAY TRUCKING: Kimberly Strong Named Subchapter V Trustee
SPIKE BODY: Gets Interim OK to Use Cash Collateral Until Dec. 20
SPIRIT AIRLINES: Eyes Bankruptcy Filing After Frontier Talks Fail
SPIRIT AIRLINES: In "Advanced" Talks With Bondholders
SQUARE ONE PRESERVATION: Robert Handler Named Subchapter V Trustee
STRATEGIC ACQUISITIONS: Posts $29,948 Net Loss in Fiscal Q3
SWC INDUSTRIES: Case Summary & 30 Largest Unsecured Creditors
SWC INDUSTRIES: Files for Chapter 11 to Pursue Sale
TAMPA BAY SPEECH-LANGUAGE: Subchapter V Trustee Named
TAMPA BAY SPEECH: Hires Buddy D. Ford P.A as Legal Counsel
TARRANT COUNTY SENIOR: Unsecureds Will Get 100% of Claims in Plan
TASEKO MINES: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable
TERRAFORM LABS: Wu Case Withdrawn from Mediation
TERVIS TUMBLER: Committee Taps Nperspective as Financial Advisor
THOMAS ROOFING: Aaron Cohen Named Subchapter V Trustee
TIME OUT PROPERTIES: Trustee Taps Country Boys as Auctioneer
TIME OUT PROPERTIES: Trustee Taps M. Shapiro Management as Manager
TITAN ENVIRONMENTAL: Sells Subsidiary Recoup for $1MM in Stock Deal
TOP PARK SERVICES: Gets OK to Use Cash Collateral Until Nov. 30
TOP PARK SERVICES: Trustee Hires M. Shapiro Management as Manager
TOP PARK SERVICES: Trustee Taps Country Boys Auction as Auctioneer
TOTALLY COOL: Hires Faegre Drinker Biddle as Special Counsel
TPC GROUP: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
TPT GLOBAL: Increases Authorized Common Shares by 10 Billion
TRITON WATER: Moody's Raises CFR to B2 Following Primo Water Deal
TRUE VALUE: Gets Final Approval to Use Cash Collateral
TWO RIVERS: Case Summary & 20 Largest Unsecured Creditors
TWO VINES: Court Approves Interim Use of Cash Collateral
ULTRA SAFE: Hires Intrepid Investment as Investment Banker
ULTRA SAFE: Seeks to Hire Young Conaway Stargatt as Counsel
ULTRA SAFE: Taps Ankura Consulting as Financial Advisor
ULTRA SAFE: Taps Stretto Inc as Administrative Advisor
UNRIVALED BRANDS: Files Chapter 11 After Ongoing Litigation
VALENCIA HOSPITALITY: Hires Hawash Cicack & Gaston as Attorney
VALENCIA HOSPITALITY: Seek to Tap Hawash Cicack & Gaston as Counsel
VROOM INC: Files Prepackaged Chapter 11 for $290 Mil. Debt Swap
WESTCLIFF INVESTORS: Property Sale Proceeds to Fund Plan
WIDEOPENWEST FINANCE: S&P Upgrades ICR to 'B-' on Restructuring
WNK FOODS: Seeks to Hire Rosenstein & Associates as Counsel
XTI AEROSPACE: Issues 5.3M Shares in Preferred Stock Exchange
YELLOW CORP: Teamsters Wants Contract Claims Nixed
ZANO INDUSTRIES: Seek to Tap Terenzi & Confusione as Legal Counsel
*********
1016 CHANNEL: Seeks to Hire Charles Wertman P.C. as Attorney
------------------------------------------------------------
1016 Channel Drive LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire Law Offices of
Charles Wertman P.C. as attorneys.
The firm will render these services:
(a) provide the Debtor with necessary legal advice in
connection with the operation of its business during the Chapter 11
case and its responsibilities and duties as a debtor-in
possession;
(b) represent the Debtor in all proceedings before the
Bankruptcy Court and/or the United States Trustee;
(c) review and prepare all necessary legal papers, petitions,
orders, applications, motions, reports and plan documents on the
Debtor's behalf;
(d) assist the Debtor in negotiations with its current
landlord and its future landlord; and
(e) perform all other legal services for the Debtor which may
be necessary to obtain a successful conclusion of the Chapter 11
case, including negotiating an agreement for the use of cash
collateral with the Debtor's secured lender.
The firm will be paid at these rates:
Charles Wertman $550 per hour
Associates $300 per hour
Paraprofessionals $150 per hour
The firm received $16,738 as an initial retainer fee from 71
Clinton LLC.
Charles Wertman, a partner at the Law Offices of Charles Wertman,
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 at:
Charles Wertman, Esq.
LAW OFFICES OF CHARLES WERTMAN P.C.
100 Merrick Road, Suite 304W
Rockville Centre, NY 11570
Tel: (516) 284-0900
Email: charles@cwertmanlaw.com
About 1016 Channel Drive LLC
1016 Channel Drive LLC is the fee simple owner of a single family
home located at 1016 Channel Drive, Hewlett, NY 11557 valued at $1
million.
1016 Channel Drive LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-43017) on July 22,
2024. In the petition filed by Mitchel Steiman, as managing member,
the Debtor reports total assets of $1,000,025 and total liabilities
of $2,390,781.
The Debtor is represented by Charles Wertman, Esq. at LAW OFFICES
OF CHARLES WERTMAN P.C.
257 WASHINGTON: Taps Shafferman & Feldman as Substitute Counsel
---------------------------------------------------------------
257 Washington Avenue LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire Shafferman &
Feldman LLP as its counsel in place of The Star Law Firm.
The firm's services include:
(a) providing advice to the Debtor with respect to its powers
and duties under the Bankruptcy Code in the continued operation of
its business and the management of its property;
(b) negotiating with creditors of the Debtor, preparing a plan
of reorganization and taking the necessary legal steps to
consummate a plan, including, if necessary, negotiations with
respect to financing a plan;
(c) appearing before the various taxing authorities to work out
a plan to pay taxes owing in installments;
(d) preparing on the Debtor’s behalf Debtor necessary
applications, motions answers, replies, discovery requests, forms
of orders, reports and other pleadings and legal documents;
(e) appearing before this Court to protect the interests of
the Debtor and its estate, and representing the Debtor in all
matters pending before this Court; and
(f) performing all other legal services for the Debtor that
may be necessary.
Joel Shafferman, Esq., a member of Shafferman & Feldman and the
primary attorney in this representation, will be paid at his hourly
rate of $450.
The firm has received a retainer from FIA Capital Partners LLC, in
the amount of $7,500, and will receive an additional retainer in
the amount of $7,500.
Mr. Shafferman disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Joel M. Shafferman, Esq.
Shafferman & Feldman, LLP
137 Fifth Avenue, 9th Floor
New York, NY 10010
Telephone: (212) 509-1802
Email: shaffermanjoel@gmail.com
About 257 Washington Ave
257 Washington Ave LLC is the owner of the Property which is a
defendant in a foreclosure action with a sale scheduled for May,
2024.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No 24-42152) on May 22, 2024,
with $10,000,001 to $50 million in assets and liabilities.
Judge Jil Mazer-Marino presides over the case.
Joel Shafferman, Esq. at SHAFFERMAN & FELDMAN LLP represents the
Debtor as legal counsel.
264 CHESTNUT RD: Hire Philip W. Stock as Bankruptcy Counsel
-----------------------------------------------------------
264 Chestnut Rd Holdings LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Pennsylvania to hire
the Law Office of Philip W. Stock as its attorneys.
The firm's services include:
a. providing the Debtor with legal advice regarding its powers
and duties in the continued operation of its business and
management of its duties;
b. preparing legal papers;
c. representing the Debtor-in-Possession at the Initial Debtor
Interview and at the Meeting of Creditors;
d. representing the Debtor at all hearings and adversary
proceedings;
e. representing the Debtor in its dealings with creditors;
f. assisting the Debtor in the negotiation, drafting and
implementation of a Chapter 11 plan and disclosure statement; and
g. performing all other necessary legal services.
The firm will charge $300 per hour for its services.
As disclosed in court filings, the Law Office of Philip W. Stock
does not represent interests adverse to the Debtor and its estate.
The firm can be reached through:
Philip W. Stock, Esq.
Law Office of Philip W. Stock
706 Monroe Street
Stroudsburg, PA 18360
Telephone: (570) 420-0500
Facsimile: (570) 338-0920
Email: dhstock@ptd.net
About 264 Chestnut Rd Holdings LLC
264 Chestnut Rd Holdings LLC sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No.
24-02807) on Oct. 30, 2024, listing $100,001 to $500,000 in both
assets and liabilities.
Philip W. Stock, Esq. at the LAW OFFICE OF PHILIP W. STOCK
represents the Debtor as counsel.
264 CHESTNUT RD: Seeks to Hire Philip W. Stock as Legal Counsel
---------------------------------------------------------------
264 Chestnut Rd Holdings, LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Pennsylvania to employ
Philip Stock, Esq., an attorney practicing in Stroudsburg, Pa., as
counsel.
The attorney will render these services:
(a) provide the Debtor legal advice with respect to its powers
and duties;
(b) prepare necessary legal documents and reports as may be
required;
(c) represent the Debtor at the Initial Debtor Interview and
at the Meeting of Creditors;
(d) represent the Debtor at all hearings and adversary
proceedings;
(e) represent the Debtor in its dealings with its creditors;
(f) represent the Debtor in providing legal services required
to negotiate, draft and implement a Plan and Disclosure Statement;
and
(g) perform all other legal services for the Debtor which may
be necessary in connection with the Chapter 11 bankruptcy.
The attorney will be paid at his hourly rate of $300.
The attorney also received a retainer of $1,262 and a filing fee of
$1,738 from the Debtor.
`
Mr. Stock disclosed in a court filing that he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The attorney can be reached at:
Philip W. Stock, Esq.
706 Monroe Street
Stroudsburg, PA 18360
Telephone: (570) 420-0500
Email: pwstock@ptd.net
About 264 Chestnut Rd Holdings
264 Chestnut Rd Holdings, LLC sought relief under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Pa. Case No. 24-02807) on Oct. 30,
2024, listing under $1 million in both assets and liabilities.
Philip W. Stock, Esq., serves as the Debtor's counsel.
634 WILSON: Property Sale Proceeds to Fund Plan Payments
--------------------------------------------------------
634 Wilson Ave LLC and its affiliates filed with the U.S.
Bankruptcy Court for the Eastern District of New York a Second
Amended Plan of Liquidation dated September 27, 2024.
The Debtor will be marketing the Property with the Broker upon
entry of the Sale Procedures Order, on or about September 26, 2024.
Following the Marketing Period, the Broker shall conduct an Auction
Sale of the Property.
Fannie Mae shall have the right to credit bid at the Auction and
shall be deemed a Qualified Bidder without having to satisfy the
requirements set forth in sections IV and V of the Bidding
Procedures. Fannie Mae shall be entitled to credit bid for the
Property in the amount of $2,759,709.49 (the "Credit Bid Amount"),
which amounts are valid through August 31, 2024, and subject to
adjustment on the date of the Auction to reflect additional
principal payments received by Fannie Mae between September 1, 2024
and the date of the Auction.
The Bidding Procedures require that: (i) all bidders, other than
Fannie Mae, be qualified prior to the Auction, meaning that any
potential bidder must provide evidence of bidder’s wherewithal to
consummate the sale; (ii) a non-refundable good faith deposit in
the amount of two hundred thousand dollars ($200,000.00) in
immediately available funds, has been deposited with Debtor's
counsel; (iii) agreement that the closing shall occur on or before
December 20, 2024; and (iv) that the bid is without contingencies
as to financing and/ or additional due diligence. The Auction
Procedures shall also provide for back-up bidders in the event that
the successful bidder defaults.
Except as otherwise set forth herein the purchaser of the Property
shall acquire upon the sale, and the Debtor shall convey, all of
the right, title and interest that Debtor possesses as of the
closing in and to the Property free and clear of all pre-closing
liens, Claims, encumbrances, other interests, debts, causes of
action, obligations, liabilities, and charges of any kind, nature
or description whatsoever, whether fixed or contingent, legal or
equitable, perfected or unperfected except as expressly provided in
the respective contract of sale pursuant to Sections 363(b), (f),
(k) and (m) and 1123(b)(4) and 1129 of the Bankruptcy Code
(collectively, the "Liens and Claims").
Class 3 shall consist of the Allowed General Unsecured Claims. To
the extent there are remaining Sale Proceeds, there will be
distributed Pro Rata to holders of Allowed Class 3 Claims. Class 3
is Impaired and holders of Class 3 Claims are entitled to vote on
the Plan.
Class 4 consists of the Holders of Equity Interests in the Debtor,
including any warrants or convertible securities in the Debtor.
The only holder of a Class 4 Equity Interest is Zalmen Wagschal.
Upon the Effective Date, the Holders of Equity Interests of the
Debtor shall be extinguished. Class 4 is Impaired and the holder of
Class 4 Equity Interest is deemed to reject the Plan.
The Plan will be funded from the net proceeds from the Sale of the
Property.
A full-text copy of the Second Amended Liquidating Plan dated
September 27, 2024 is available at https://urlcurt.com/u?l=ApunVa
from PacerMonitor.com at no charge.
Attorneys for the Debtor:
Julie Cvek Curley, Esq.
Kirby Aisner & Curley LLP
700 White Plains Road, Suite 237
Scarsdale, New York 10583
Tel: (914) 401-9500
Email: jcurley@kacllp.com
About 634 Wilson Ave LLC
634 Wilson Ave LLC, et al., own multi-family properties in
Brooklyn, New York.
634 Wilson Ave LLC, along with affiliates 221 Himrod ST LLC,
867-871 Knickerbocker LLC, 299 Throop Ave LLC, 1427 43 ST LLC,
sought Chapter 11 protection (Bankr. E.D.N.Y. Lead Case No.
23-41156) on April 4, 2023. In the petition filed by Zalmen
Wagschal, as sole member, the Debtor reported assets and
liabilities between $1 million and $10 million each.
The Honorable Bankruptcy Judge Jil Mazer-Marino handles the cases.
The Debtors are represented by Erica Feynman Aisner, Esq. at
KirbyAisner & Curley LLP.
738 RT196 HOLDINGS: Seeks to Tap Philip W. Stock as Legal Counsel
-----------------------------------------------------------------
738 RT196 Holdings, LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Pennsylvania to employ Philip
Stock, Esq., an attorney practicing in Stroudsburg, Pa., as
counsel.
The attorney will render these services:
(a) provide the Debtor legal advice with respect to its powers
and duties;
(b) prepare necessary legal documents and reports as may be
required;
(c) represent the Debtor at the Initial Debtor Interview and
at the Meeting of Creditors;
(d) represent the Debtor at all hearings and adversary
proceedings;
(e) represent the Debtor in its dealings with its creditors;
(f) represent the Debtor in providing legal services required
to negotiate, draft and implement a Plan and Disclosure Statement;
and
(g) perform all other legal services for the Debtor which may
be necessary in connection with the Chapter 11 bankruptcy.
The attorney will be paid at his hourly rate of $300.
He also received a retainer of $1,262 and a filing fee of $1,738
from the Debtor.
`
Mr. Stock disclosed in a court filing that he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The attorney can be reached at:
Philip W. Stock, Esq.
706 Monroe Street
Stroudsburg, PA 18360
Telephone: (570) 420-0500
Email: pwstock@ptd.net
About 738 RT196 Holdings
738 RT196 Holdings, LLC sought relief under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Pa. Case No. 24-02812) on Oct. 30,
2024. In the petition signed by Shatrughan Sinha, sole member, the
Debtor disclosed up to $10 million in assets and up to $1 million
in liabilities.
Judge Mark J. Conway oversees the case.
Philip W. Stock, Esq., serves as the Debtor's counsel.
738 RT196: Seeks to Hire Philip W. Stock as Bankruptcy Counsel
--------------------------------------------------------------
738 RT196 Holdings LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Pennsylvania to hire Law Office of
Philip W. Stock as its attorneys.
The firm's services include:
a. providing the Debtor with legal advice regarding its powers
and duties in the continued operation of its business and
management of its duties;
b. preparing legal papers;
c. representing the Debtor-in-Possession at the Initial Debtor
Interview and at the Meeting of Creditors;
d. representing the Debtor at all hearings and adversary
proceedings;
e. representing the Debtor in its dealings with creditors;
f. assisting the Debtor in the negotiation, drafting and
implementation of a Chapter 11 plan and disclosure statement; and
g. performing all other necessary legal services.
The firm will charge $300 per hour for its services.
As disclosed in court filings, the Law Office of Philip W. Stock
does not represent interests adverse to the Debtor and its estate.
The firm can be reached through:
Philip W. Stock, Esq.
Law Office of Philip W. Stock
706 Monroe Street
Stroudsburg, PA 18360
Telephone: (570) 420-0500
Facsimile: (570) 338-0920
Email: dhstock@ptd.net
About 738 RT196 Holdings LLC
738 RT196 Holdings is engaged in activities related to real
estate.
738 RT196 Holdings LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No.
24-02812) on Oct. 30, 2024, listing $1 million to $10 million in
assets and $500,000 to $1 million in liabilities. The petition was
signed by Shatrughan Sinha as sole member.
Judge Mark J Conway presides over the case.
Philip W. Stock, Esq. at the LAW OFFICE OF PHILIP W. STOCK
represents the Debtor as counsel.
810 WILTON: Unsecureds Will Get 100% of Claims in Plan
------------------------------------------------------
810 Wilton Ventures LLC, filed with the U.S. Bankruptcy Court for
the Central District of California a Chapter 11 Disclosure
Statement describing Chapter 11 Plan dated September 30, 2024.
The only asset of this Debtor is the real property designed to be
an 84 unit, five story mixed use apartment/retail with 20 reserved
for low income tenants located at 4461-4465 W. Melrose Avenue, Los
Angeles, California 90029 ("Subject Property").
The City Plan Check department due to their work load did not clear
the permits fast enough for secured creditors to be paid in
accordance with their demands which lead to a foreclosure action.
The Chapter 11 case was filed to avoid loss of equity and the
incomplete project losing value for junior creditors.
The payments on each claim will be made as soon as the escrow is
opened by the California Community Housing Agency ("CCHA").
Escrow in this case is the state clearing house ("Escrow"). Twelve
million dollars is earmarked to be paid to the Debtor. In the event
that CCHA does not disburse the funds to the particular claimant in
this Plan, the Debtor will pay the funds to that claimant from the
funds on deposit with escrow.
Class 3 consist of general unsecured claims (claims that are not
entitled to "priority" under the Bankruptcy Code and that are not
secured by Collateral), which will receive, over time, 100%
estimated percentage of their claims (or fixed percentage, if the
Plan so provides).
Class 4 consists of Interest Holders. If Debtor is an organization,
then "interests" means ownership interests, such as corporate
stock, or a partner's interest in a partnership. This class will
remain unchanged unless otherwise stated in the exhibits to the
Plan or this Disclosure Statement.
The Plan proponent believes it is feasible because, both on the
Effective Date and for the duration of the Plan, the proponent
estimates that Debtor will have sufficient cash to make all
distributions. The revenues are exclusively from CCHA and
therefore, historical monthly budgets, projected revenues, expenses
and proposed payments other than that in the Plan are unnecessary.
A full-text copy of the Disclosure Statement dated September 30,
2024 is available at https://urlcurt.com/u?l=Ltjbra from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Stella Havkin, Esq.
David Jacob, Esq.
Havkin & Shrago, Attorneys at Law
5950 Canoga Avenue, #400
Woodland Hills, CA 91367
Tel: (818) 999-1568
Fax: (818) 293-2414
Email: stella@havkinandshrago.com
About 810 Wilton Ventures
810 Wilton Ventures, LLC, owns a real property located at 709 North
Kenmore Avenue, Los Angeles, California having a comparable sale
value of $12 million.
810 Wilton Ventures LLC in Los Angeles, CA, filed its voluntary
petition for Chapter 11 protection (Bankr. C.D. Cal. Case No.
24-15230) on July 1, 2024, listing $12,000,000 in assets and
$7,892,627 in liabilities. Jonathan Pae, managing member, signed
the petition.
STELLA HAVKIN serve as the Debtor's legal counsel.
ACCURIDE CORP: Files for CCAA Protection to Reduce Debt
-------------------------------------------------------
Accuride sough and obtained an initial order form the Ontario
Superior Court of Justice (Commercial List) pursuant to the
Companies' Creditors Arrangement Act. Pursuant to the Initial
Order, PricewaterhouseCoopers Inc. LIT was appointed as monitor of
the Company. A copy of the initial order is available on the
Monitor's website at https://www.pwc.com/ca/accuridecanada.
Accuride said it intends to restructure its North American
business. The proposed restructuring, the result of extended
negotiations with its lenders, will facilitate economic
improvements for operations and significantly reduce funded debt
from Accuride's balance sheet.
To complete the proposed restructuring, certain of Accuride's U.S.
entities filed a voluntary petition for protection under Chapter 11
of the U.S. Bankruptcy Code and Accuride's Canadian entity
commenced a proceeding under the CCAA and will seek approval for a
proposed plan of reorganization. Accuride's Mexican, European, and
Asian subsidiaries are not included in these filings. All plants
will continue to operate "business as usual." With this agreement,
Accuride is hopeful that it will be able to emerge from bankruptcy
on an expedited basis, anticipated to be 90-100 days from filing,
with a confirmed plan of reorganization.
To ensure that Accuride will continue conducting its business in
the ordinary course without interruption, Accuride's agreement
with its lenders provides it with $30 million in
Debtor-in-Possession financing, which is structured to provide
sufficient liquidity to continue normal operations and meet
post-petition obligations to employees, suppliers, and customers as
they come due. This financing is intended to provide peace of mind
to Accuride’s customers and suppliers and allow the Company to
maintain or restore normal trade terms with suppliers.
"Accuride's reorganization efforts are designed to create a
healthier capital structure that will allow the Company to remain a
leader in the global wheel market," said Robin Kendrick, Accuride's
President and CEO. "Accuride anticipates a quick emergence from
Chapter 11, with a de-levered balance sheet and improved capital
structure. I am confident this reorganization will give Accuride
the financial flexibility it needs to grow its business and support
its employees, customers, and suppliers."
Kirkland & Ellis is serving as legal counsel to Accuride, along
with Perella Weinberg as Investment Banker and Alvarez & Marsal as
restructuring advisor.
The Monitor can be reached at:
PricewaterhouseCoopers Inc.
PWC Tower
18 York Street, Suite 2500
Toronto, ON M5J 0B2
Gregory Prince
Tel: 416-814-5752
Email: gregory.n.prince@pwc.com
Tyler Ray
Tel: 416-687-8200
Email: tyler.ray@pwc.com
Tammy Muradova
Tel: 416-941-8383
Email: tammy.muradova@pwc.com
Michael Scauzillo
Tel: 416-902-8725
Email: michael.scauzillo@pwc.com
Counsel for the Company:
Osler Hoskin & Harcourt LLP
100 King Street West
1 First Canadian Place, Suite 6200
Toronto, ON M5X 1B8
Marc Wasserman
Tel: 416-862-4908
Email: mwasserman@osler.com
Shawn Irving
Tel: 416-862-4733
Email: sirving@osler.com
Martino Calvaruso
Tel: 416-862-6665
Email: mcalvaruso@osler.com
Andrew Rintoul
Tel: 416-862-5963
Email: arintoul@olser.com
and
Kirkland & Ellis LLP
333 West Wolf Point Plaza
Chicago, IL 60654
Derek Hunter
Tel: 212-909-3371
Email: derek.hunter@kirkland.com
Alex McCammon
Tel: 312-862-0271
Email: alex.mccammon@kirkland.com
Mason Zurek
Tel: 312-862-3667
Email: mason.zurek@kirkland.com
Counsel for the Monitor:
Bennett Jones LLP
100 King Street West
1 First Canadian Place, Suite 3400
Toronto, ON M5X 1A4
Sean Zweig
Tel: 416-777-6254
Email: zweigs@bennettjones.com
Michael S. Shakara
Tel: 416-777-6236
Email: shakram@bennettjones.com
Jamie Ernst
Tel: 416-777-7867
Email: ernstj@bennettjones.com
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; Quinn Emanuel Urquhart & Sullivan, LLP as
special counsel; and Perella Weinberg Partners LP as investment
banker. Alvarez & Marsal North America, LLC is the CRO provider and
Omni Agent Solutions is the claims agent.
AGTJ13: Seeks to Sell Los Angeles Property in Auction
-----------------------------------------------------
AGTJ13, LLC, and its affiliates ask permission from the U.S.
Bankruptcy Court for the Central District of California, Los
Angeles Division, to sell its property located at 450 S. Western
Avenue, in Los Angeles, California, free and clear of all liens,
claims and other interests, to the winner bidder in an Auction to
held on December 10, 2024, in accordance with the terms of the
Asset Purchase Agreement, between the Debtor and the winning
bidder.
The Debtor asks for approval for its assumption and assignment to
the winning bidder and winning backup bidder of the unexpired
leases and executory contracts they wish to assume.
Gaju Market Corporation filed an objection to the
Assumption/Assignment Notice of the Debtor. The Gaju objection is
the sole objection filed to the Assumption/Assignment Notice since
the cure amounts with respect to all contracting/unexpired lease
counterparties other than Gaju have been fixed.
The Debtor retains Newmark of Southern California, Inc., dba
Newmark Knight Frank, as its real estate broker.
The initial bid deadline was October 31, 2024, the final and best
bid deadline was November 7, 2024, and the Debtor received "final
and best" bids which the Debtor is evaluating.
The deadline by which the Debtor may identify a Stalking Horse Bid
and any bid protections proposed to be provided to a Stalking Horse
Bidder is November 14, 2024, and the deadline for bidders to remove
all contingencies is December 6, 2024, at 5:00 p.m. An Auction is
presently scheduled to be held on December 10, 2024.
The Broker has established a data room and, to date, has reached
out to over 100,000 potential buyers worldwide through the Broker's
extensive database, internal network, and International Desk,
public listing services such as CREXi, LoopNet/Costar, and Real
capital Markets. Approximately 119 parties have executed a
non-disclosure agreement, 77 parties have entered the data room,
and over 20 parties have conducted tours of the Property.
The Property is proposed to be sold free and clear of any and all
liens, claims, encumbrances, and interests, and the closing date
will be on January 16, 2025, unless the Debtor, Lone Oak and CPIF
jointly agree to extend the sale closing date.
The estimated costs of the sale is to be determined, along with
potential tax consequences.
The Debtor asserts that consummating the sale of the Property for
the most money possible is the best interests of its estate.
About AGTJ13, LLC
AGTJ13, LLC, is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)).
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11409) on Feb. 26,
2024. In the petition signed by Lafayette Jackson Sharp, IV,
manager, the Debtor disclosed up to $100 million in both assets and
liabilities.
Judge Sandra R. Klein oversees the case.
Ron Bender, Esq., at LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P.,
represents the Debtor as legal counsel.
AIR CANADA: Fitch Hikes LongTerm IDR to 'BB', Outlook Stable
------------------------------------------------------------
Fitch Ratings has upgraded Air Canada's Long-Term Issuer Default
Rating (IDR) to 'BB' from 'BB-'. The Rating Outlook is Stable.
Fitch has also affirmed Air Canada's senior secured debt ratings at
'BB+' with a Recovery Rating of 'RR2'.
The upgrade reflects Air Canada's improving credit metrics and
solid financial flexibility. Gross leverage has trended towards
Fitch's prior upgrade sensitivity driven by debt repayment and
healthy operating margins. Though Fitch expects leverage to tick up
in the back half of 2024 on modestly weaker margins, further
improvement is expected over time. Air Canada's financial
flexibility is supported by a sizeable liquidity balance which
provides protection in the case of a downturn and will allow the
company to address upcoming maturities and capital spending needs.
Fitch expects FCF to be weak for the rating in 2025 and 2026 as
capital spending steps up to address aircraft deliveries. Risks are
mitigated by the company's currently high liquidity and optionality
around financing decisions for the new aircraft.
Fitch has upgraded Air Canada's 2020-2 and 2017-1 class B
certificates to 'BBB+' from 'BBB', primarily driven by Air Canada's
IDR upgrade to 'BB' from 'BB-', supported by steady post-pandemic
aircraft values. For similar reasons, Fitch has also upgraded Air
Canada's 2013-1 class A and class B certificates to 'BBB+' and
'BBB-' respectively from 'BBB' and 'BB+'.
Key Rating Drivers
Balance Sheet Improvement: Air Canada maintains conservative
financial policies, which Fitch views as supportive of the rating.
The company achieved its prior net leverage target of 1.5x and
continues to prioritize gross debt reduction. Total debt, including
lease obligations, has declined by nearly CAD4.6 billion or 27%
from peak levels, bringing Fitch-calculated leverage to 3.7x at
Sept. 30, 2024, which is near its prior positive rating
sensitivity.
Leverage is likely to tick up by YE but trend downward in 2025 and
beyond. Fitch believes that the pace of future gross debt reduction
may be limited by upcoming capital spending on pending widebody
deliveries, which may drive financing needs and pending share
repurchases. Nevertheless, total leverage is expected to trend
downward in the coming years, reaching the low 3x or upper 2x range
in 2026 or 2027.
Healthy Profit Margins: Fitch expects Air Canada's EBITDAR margins
to stabilize in the mid-teens over the next several years. Though
margins will likely remain below pre-pandemic levels, profits are
expected to remain sufficient to drive healthy operating cash flows
and allow leverage to trend lower. Improving yields and operating
margins would be viewed as supportive of future positive ratings
momentum.
Non-fuel unit costs have moved structurally higher across the
industry in recent years. This will be pressured further by Air
Canada's recent pilot contract. While unit revenues are also up,
they have not fully kept pace. Fitch expects carriers to
rationalize capacity to support unit revenues going forward.
Recouping the full increase in costs through ticket prices may
prove difficult given pressures on consumers, but Fitch expects
sustained demand for travel and premium products, in particular, to
support stable margins overall.
Manageable Cost Pressure: Unit costs will likely remain a modest
headwind over the forecast period, though Fitch expects pressures
to be manageable in the current demand environment. The company
recently completed negotiations with its pilots, which will drive
wages materially higher, likely representing a low single-digit
headwind to non-fuel unit costs. Rising airport costs, maintenance
and supply chain pressures, and Canadian passenger compensation
rules are all expected to drive higher expenses. Pressures should
be partly mitigated by increased efficiencies as Air Canada
achieves greater scale.
Solid Travel Demand: Fitch expects to see continued growth in
Canadian air traffic over the next year as demand fully recovers to
pre-pandemic levels. International demand has been particularly
strong, creating a benefit for Air Canada's internationally focused
route network. The company reports a solid level of bookings
through the summer season, with healthy indications in corporate
travel and demand for destinations in Asia. Like other network
carriers, Air Canada is also seeing benefits from demand for
premium products, which accounted for 28% of its passenger revenue
growth in the third quarter.
Heavier Upcoming Capital Spending: Air Canada placed an order for
18 787-10s in September 2023, which will push up capital spending
in the 2025-2027 timeframe and limit FCF generation. Fitch expects
Air Canada to generate low single-digit FCF margins in 2024 before
dipping negative in 2025 and 2026 when capital expenditures peak.
Fitch views capital commitments as manageable in light of Air
Canada's healthy liquidity balance, prospects for improving cash
flows from operations, and the finance-ability of the aircraft.
Limited FCF is balanced by the efficiencies to be gained as the
787s replace aging widebody aircraft, reducing fuel burn and
maintenance requirements.
Solid Financial Flexibility: Fitch views Air Canada's financial
flexibility as supportive for the rating. The company reports that
recent aircraft debt prepayments have brought the value of its
unencumbered assets to CAD6.7 billion, a sizeable balance that can
be leveraged in the case of future downturns. This value excludes
Air Canada's loyalty program, which other airlines have
successfully tapped to raise significant capital.
Upcoming debt maturities are also manageable. Scheduled principal
maturities total CAD274 million for the remainder of 2024 and
CAD1.1 billion in 2025 before stepping up to CAD2.4 billion in 2026
with the maturity of its USD1.2 billion senior secured notes. Fitch
expects maturities to be managed via existing cash on hand and
potential financing of new-delivery aircraft.
EETC RATINGS
Class AA Affirmation: Fitch has affirmed Air Canada's 2017-1 class
AA certificates at 'AA'. Fitch's 'AA' level stress loan-to-value
(LTV) for the class AA certificates improved modestly to 78% from
85% in the prior review, which continues to provide sufficient
headroom for the rating category. The pool is comprised of
high-quality collateral including the 737 MAX 8 and 787-9 and Air
Canada's improving credit profile also provide support to the
rating.
Class A Affirmations: Fitch has affirmed Air Canada's 2020-2,
2017-1 and 2015-1 class A certificates at 'A'. The 2022, 2017 and
2015 class A certificates continue to pass Fitch's 'A' level stress
with significant headroom at 79%, 81% and 79%, respectively. The
2020-2 collateral pool consists of older aircraft compared to the
other three Air Canada transactions.
However, the majority (74%) of the pool's value is attributed to
A321-200 and B787-9, which remain solid tier 1 aircraft. The
transaction is further supported by stabilizing 777 values
following a period of weakness during the pandemic. Although the
2015-1 pool consists entirely of 787s, the transaction's strong LTV
and the high quality of the aircraft mitigate the lack of
diversification, supporting the 'A' rating.
Fitch has also upgraded Air Canada's 2013-1 Class A certificates to
'BBB+'. The 2013-1 class A certificates fail to pass Fitch's 'BBB'
level stress scenario due to the depressed 777 values since the
pandemic. Fitch rates the class A via a bottom-up approach which is
typically applied to subordinated tranches. Class A benefits from a
four-notch uplift from Air Canada's 'BB' IDR for a strong
affirmation factor (+2), a presence of liquidity facility (+1) and
strong recovery prospects (+1).
LTV Summary:
AC 2020-2 class A: Base Case - 51%, 'A' Stress Case - 79%
AC 2017-1 class AA: Base Case - 40%, 'AA' Stress Case - 78%
AC 2017-1 class A: Base Case - 57%, 'A' Stress Case - 81%
AC 2015-1 class A: Base Case - 54%, 'A' Stress Case - 79%
AC 2013-1 class A: Base Case - 73%, 'BBB' Stress Case 121%
Subordinated Tranche Ratings: Fitch notches subordinated tranche
EETC ratings from Air Canada's 'BB' IDR based on three primary
variables: 1) the affirmation factor (0 to 2 notches) 2) the
presence of a liquidity facility, (0 to 1 notch) and 3) recovery
prospects (-1 to +1 notch).
Class B Upgrade: Fitch has upgraded Air Canada's 2020-2 and 2017-1
class B certificates to 'BBB+' from 'BBB', reflecting a four-notch
uplift from Air Canada's 'BB' IDR. Both class B certificates
benefit from a four-notch uplift from Air Canada's 'BB' IDR for a
strong affirmation factor (+2), a presence of liquidity facility
(+1) and strong recovery prospects (+1).
The 2020-2 transaction holds approximately 8% of Air Canada's
widebody aircraft which are important to Air Canada's international
and leisure markets, supporting the transaction's high affirmation
factor. Similarly, the 2017-1 transaction comprises relatively
young and diverse mix of tier 1 aircrafts, including the MAX 8 and
787-9, which also support a strong affirmation factor.
Fitch has also upgraded the 2013-1 class B certificate to 'BBB-'
from 'BB+'. The rating is achieved by a 2-notch uplift from Air
Canada 'BB' IDR. The uplift consists of +2 for a high affirmation,
+1 for a liquidity facility and -1 adjustment for poor recovery
prospects due to depressed values for the 777s. Fitch maintains a
high affirmation factor for the transaction as the 777-300ER is
strategically important as it is currently Air Canada's only option
for serving high density, long-haul routes, with no replacement
aircraft in the orderbook. The five 777s in the 2013-1 transaction
also represent some of the newest and most attractive in AC's 777
fleet.
Derivation Summary
Air Canada's 'BB' is rating one notch above peers United Airlines
and two notches above American Airlines. Air Canada's financial
metrics compare favorably to American's, with gross leverage and
fixed charge coverage ratios both better than American's. United's
leverage metric is currently modestly below Air Canada's, however,
this is offset by Fitch's expectations that United's FCF profile
may be weaker than Air Canada's through its forecast period driven
by United's ongoing capital spending program. Air Canada remains
two notches below Delta Air Lines, which benefits from better
leverage metrics, along with beneficial size and scale. Air
Canada's market position in the duopolistic Canadian market is
favorable to the heavily competitive U.S. market.
EETC RATINGS
The 'AA' rating for the class 2017-1 AA certificates is generally
stronger than those in comparable United Airlines transactions due
to United exposure to 777-300ERs. The 'A' ratings on Air Canada's
class A certificates are similar to transactions issued by United,
American, and others that all feature sufficient levels of
overcollateralization to pass Fitch's 'A' level stress scenarios.
Air Canada's class B certificates are generally rated higher than
comparable transactions in United's EETCs. The rating differential
is primarily attributed to the higher IDR for Air Canada at 'BB',
which is the starting point when using the bottom-up approach in
deriving subordinated tranche ratings. The recovery prospects for
Air Canada's transactions are generally stronger than United's
transactions, warranting a +1 recovery notch for all class B
certificates except 2013-1. 2013-1 suffers from higher exposure to
the 777s which experienced steeper declines in valuation during the
pandemic.
Key Assumptions
- Air Canada increases capacity by roughly 5% in 2024, in line with
management's public projections. Thereafter, capacity grows in the
low-to-mid single digits annually;
- Load factors remain steady around 84%;
- Unit revenues are down low single digits in 2024 reflecting
difficult comparisons with strong results from 2023. Unit revenues
increase in the low single digits annually thereafter;
- Jet Fuel prices in 2024 at 103/litre, equivalent to roughly
$3.00/gallon in the US. Jet fuel declines to 95/litre over the
forecast period.
Non-fuel cost per available seat mile (CASM) rises by mid-single
digits in 2024, partly reflecting the impact of recent wage
increases. Non-fuel unit costs are expected to increase in the low
single digits next year as cost headwinds are offset by
efficiencies gained as the company restores capacity.
EETCs
- Key assumptions within the rating case for the issuer include a
harsh downside scenario in which Air Canada declares bankruptcy,
chooses to reject the collateral aircraft, and where the aircraft
are remarketed in the midst of a severe slump in aircraft values.
An Air Canada bankruptcy is hypothetical and is not Fitch's current
expectation as reflected in the airlines' 'BB' IDR. Fitch's models
also incorporate a full draw on liquidity facilities and include
assumptions for repossession and remarketing costs.
- Fitch's recovery analyses for subordinated tranches utilize
Fitch's 'BB' level stress tests and include a full draw on
liquidity facilities and assumptions for repossessions and
remarketing costs.
- Fitch's analysis incorporates a 6% annual depreciation rate for
Tier 1 aircraft, a 7% annual depreciation rate for Tier 2 aircraft
and 8% annual depreciation rate for Tier 3 aircraft.
- Value stress assumptions utilized in Fitch's models:
777-300ER: A level - 35%;
777-200LR: A level - 45%
737 MAX 8: AA level - 40%, A level - 20%;
787-9: A level - 25%;
787-8: A level - 30%;
A321-200: A level - 25%.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Adjusted debt/EBITDAR trending below 3x;
- EBITDAR Margins sustained in the upper teens or better;
- Neutral to positive mid-cycle FCF.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Adjusted debt/EBITDAR sustained above 4x;
- FFO fixed charge coverage sustained below 2.5x;
- EBITDAR margins declining to the low teens or below.
EETCs
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Ratings for the class AA and A certificates are primarily based
on a top-down analysis based on the value of the collateral. The
ratings could be upgraded if collateral coverage continues to
improve as the debt amortizes;
- 2013-1 class A certificates and other transactions' class B
certificates ratings are based off of the underlying issuer rating.
However, Fitch's criteria limits tranches rated via the bottom-up
approach to 'BBB+' for issuers rated in the 'BB' category.
Therefore, Fitch would expect to affirm existing tranches rated at
'BBB+' if Air Canada were upgraded to 'BB+'.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- The 2013-1 class A certificates are rated based on a bottom-up
approach. A negative rating action for the 2013 class A
certificates could occur if an unexpected decline in 777 values
drives recovery prospects below 91%, if Fitch downgrades Air
Canada's IDR, and/or if Fitch's assessment of the transactions'
affirmation factors change;
- Subordinated tranche ratings are based on Air Canada's underlying
airline IDR of 'BB' and are sensitive to a change in the airline's
corporate rating. The ratings are also subject to recovery
expectations in a stress scenario and changes in Fitch's view of
the affirmation factors for the underlying collateral.
Liquidity and Debt Structure
Substantial Liquidity: Air Canada ended the third quarter with
CAD8.4 billion in cash and short-term investments and full
availability under its USD975 million. Total liquidity is more than
40% of LTM revenue, putting Air Canada above U.S. peers by this
measure. Liquidity Remains well above pre-pandemic levels despite
the company pre-paying a substantial amount of debt as an improving
operating environment allowed the company to generate positive FCF.
Fitch expects Air Canada to allow liquidity to trend lower over the
next several years as it pays down debt and funds upcoming aircraft
deliveries. Fitch considers Air Canada's liquidity balance to be
more than sufficient to cover near-term obligations.
Air Canada's debt stack primarily consists of CAD5.2 billion in
debt secured by its slots, gates and routes (SGR). Following a
March 2024 refinancing transaction, the facilities consists of CAD2
billion of secured notes due in 2029, CAD1.6 billion of notes due
in 2026, a USD1.175 billion TLB maturing in 2031 and a $975 million
revolver due in 2029.
The company also has CAD1.1 billion outstanding on a credit
facility provided by the Canadian government that was utilized to
issue refunds for flights cancelled during the pandemic. The credit
facility is unsecured, has a seven-year term maturing in 2028, and
has a 1.21% coupon.
The remainder of the company's debt primarily consists of aircraft
secured EETCs and other aircraft financings.
Issuer Profile
Air Canada is Canada's largest airline, serving more than 200
destinations with a fleet of 353 aircraft.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Air Canada LT IDR BB Upgrade BB-
senior secured LT BB+ Affirmed RR2 BB+
Air Canada Pass
Through Trust
Series 2020-2
senior secured LT A Affirmed A
senior secured LT BBB+ Upgrade BBB
Air Canada Pass
Through Trust
Series 2017-1
senior secured LT AA Affirmed AA
senior secured LT A Affirmed A
senior secured LT BBB+ Upgrade BBB
Air Canada Pass
Through Trust
Series 2015-1
senior secured LT A Affirmed A
Air Canada Pass
Through Trust
2013-1 Pass
Through Trust
senior secured LT BBB+ Upgrade BBB
senior secured LT BBB- Upgrade BB+
ALL IN ONE MANAGEMENT: Seeks Approval to Hire Bankruptcy Counsel
----------------------------------------------------------------
All In One Management and Services, Inc. seeks approval from the
U.S. Bankruptcy Court for Central District of Illinois to employ
Sgro, Hanrahan, Durr, Rabin & Reinbold, LLP as its legal counsel.
The firm will provide these services:
(a) give the Debtor legal advice with respect to its rights,
powers and duties;
(b) take such action as may be necessary with respect to
claims filed in the bankruptcy case;
(c) prepare applications, motions, complaints, orders and
pleadings as may be necessary in connection with the appropriate
administration of this case;
(d) represent the Debtor with respect to inquiries and
negotiations concerning creditors;
(e) initiate, defend or otherwise participate on behalf of the
Debtor in all proceedings before this court; and
(f) perform other legal services on behalf of the Debtor as
may be required to aid in the proper administration of the
bankruptcy estate.
The firm will be paid at these hourly rates:
Attorney $250
Paralegal $75
In addition, the firm will seek reimbursement for expenses
incurred.
The firm also received a $10,000 retainer from the Debtor.
Jeana Reinbold, Esq., an attorney at Sgro, Hanrahan, Durr, Rabin &
Reinbold, 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:
Jeana K. Reinbold, Esq.
Sgro, Hanrahan, Durr, Rabin & Reinbold LLP
1119 S. 6th Street
Springfield, IL 6203
Telephone: (217) 789-1200
Email: jeana@casevista.com
About All In One Management and Services
All In One Management and Services, Inc. sought relief under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Ill. Case No.
24-70883) on Oct. 31, 2024. In the petition signed by Pamela L.
Frazier, president, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Mary P. Gorman oversees the case.
Jeana K. Reinbold, Esq., at Sgro, Hanrahan, Durr, Rabin & Reinbold
LLP serves as the Debtor's counsel.
ALMOND COW: Leon Jones Named Subchapter V Trustee
-------------------------------------------------
The U.S. Trustee for Region 21 appointed Leon Jones, Esq., at Jones
& Walden, LLC, as Subchapter V trustee for Almond Cow, Inc.
Mr. Jones will be paid an hourly fee of $475 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Jones declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Leon S. Jones, Esq.
Jones & Walden, LLC
699 Piedmont Ave. NE
Atlanta, GA 30308
Phone: (404) 564-9300
Email: ljones@joneswalden.com
About Almond Cow
Almond Cow Inc. -- https://almondcow.co -- is a plant-based milk
maker.
Almond Cow filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-61376) on October 25,
2024, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. Brett Goodson, president of Almond Cow,
signed the petition.
Judge Lisa Ritchey Craig oversees the case.
The Debtor is represented by Ashley Reynolds Ray, Esq., at
Scroggins, Williamson & Ray, P.C.
ALROD LOGISTICS: Selling Corporate Assets to McCulley Consulting
----------------------------------------------------------------
Alrod Logistics Inc. seeks approval from the U.S. Bankruptcy Court
for the Middle District of Florida, Jacksonville Division, to sell
corporate assets for $365,000, subject to all liens, encumbrances,
and interests.
The Debtor is a Florida limited liability company wholly owned and
managed by Alejandro Echeverria, established in February 9, 2007,
and operates as a UV lining pipe repair business.
The Debtor obtained several secured loans, as well as other
unsecured debt over the course of the business operations, however,
filed its Chapter 11 petition as a result of its inability to
continue to service the debt related to its obligations.
The Debtor enters an agreement McCulley Consulting LLC for the
purchase of the Assets and the purchaser will pay off the lender
Midland State Bank in full at the closing. The current balance is
approximately $260,975.09 with the lender.
The sale of the corporate assets made pursuant to the order shall
be "as-is where is with all faults."
The Debtor reveals that SBA is a lienholder of the corporate assets
with approximately y $260,975.09, and has agreed to accept payments
from McCulley.
About Alrod Logistics Inc.
Alrod Logistics, Inc. offers pipe lining services. The Debtor
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. M.D. Fla. Case No. 23-01820) on Aug. 3, 2023. In the
petition signed by Alejandro Echeverria, president, the Debtor
disclosed $922,927 in assets and $3,732,863 in liabilities.
Judge Jason A. Burgess oversees the case.
Bryan K. Mickler, Esq., at Law Offices of Mickler & Mickler, LLP,
represents the Debtor as legal counsel.
ALROSE PATCHOGUE: Hires Schwartz Conroy & Hack as Special Counsel
-----------------------------------------------------------------
Alrose Patchogue, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to employ Schwartz, Conroy &
Hack PC as special counsel.
The firm will represent the Debtor with collection of certain
pre-petition claims against its former managing member, Allen
Rosenberg.
The firm will be paid at these rates:
Partners $550 to 650 per hour
Attorneys of Counsel $495
Associates $425 to 475 per hour
Paraprofessionals $215 per hour
As disclosed in the court filings, Schwartz, Conroy & Hack, PC is
disinterested person according to Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Evan S. Schwartz, Esq.
SCHWARTZ, CONROY & HACK, PC
666 Old Country Rd., Suite 900
Garden City, NY 11530
Telephone: (516) 745-1122
Facsimile: (516) 745-0844
Email: ess@schlawpc.com
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.
APPLE CENTRAL: Seeks to Tap Brown & Ruprecht as Bankruptcy Counsel
------------------------------------------------------------------
Apple Central KC, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Kansas to employ Brown & Ruprecht, PC to handle
its Chapter 11 case.
The firm's counsel and staff will be paid at these hourly rates:
Frank Wendt, Attorney $375
Seth Snyder, Attorney $250
Paralegals $190
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer of $3,500 plus filing fee of $1,738
from the Debtor.
Mr. Wendt 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:
Frank Wendt, Esq.
Brown & Ruprecht, P.C.
2323 Grand Blvd., Suite 1100
Kansas City, MO 64108
Telephone: (816) 292-7000
Facsimile: (816) 292-7050
Email: fwendt@brlawkc.com
About Apple Central KC
Apple Central KC LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Kan. Case No. 24-21427) on October 30,
2024. In the petition signed by Michael Rummel, authorized
signatory, the Debtor disclosed up to $10 million in assets and up
to $50 million in liabilities.
Frank Wendt, Esq., at Brown & Ruprecht, PC represents the Debtor as
counsel.
AQUA METALS: Executes 1-for-20 Reverse Stock Split
--------------------------------------------------
Aqua Metals, Inc., a pioneer in sustainable lithium battery
recycling, announced on November 1, 2024, that it effected a
reverse stock split of its common stock at a ratio of 1 post-split
share for every 20 pre-split shares. The reverse stock split became
effective at 12:01 A.M. Eastern Time, on November 5, 2024. The
Company's common stock continues to be traded on the Nasdaq Capital
Market under the symbol "AQMS" and began trading on a
split-adjusted basis when the market opened on November 5, 2024.
At a special meeting of stockholders held on October 28, 2024, the
Company's stockholders granted the Company's Board of Directors the
discretion to effect a reverse stock split of the Company's common
stock through an amendment to its First Amended and Restated
Certificate of Incorporation, as amended, at a ratio of not less
than 1-for-2 and not more than 1-for-20, with such ratio to be
determined by the Company's Board of Directors.
At the effective time of the reverse stock split, every 20 shares
of the Company's issued common stock will be converted
automatically into one issued share of common stock without any
change in the par value per share. Stockholders holding shares
through a brokerage account will have their shares automatically
adjusted to reflect the 1-for-20 reverse stock split. It is not
necessary for stockholders holding shares of the Company's common
stock in certificated form to exchange their existing stock
certificates for new stock certificates of the Company in
connection with the reverse stock split, although stockholders may
do so if they wish.
The reverse stock split will affect all stockholders uniformly and
will not alter any stockholder's percentage interest in the
Company's equity, except to the extent that the reverse stock split
would result in a stockholder owning a fractional share. No
fractional shares of common stock will be issued in connection with
the reverse split. Stockholders of record who otherwise would be
entitled to receive fractional shares, will be entitled to receive
cash (without interest) in lieu of fractional shares, equal to such
fraction multiplied by the average of the closing sales prices of
the common stock on the Nasdaq Capital Market during regular
trading hours for the five consecutive trading days immediately
preceding the effective date of the reverse split (with such
average closing sales prices being adjusted to give effect to the
reverse split).
The reverse stock split will reduce the number of issued shares of
the Company's common stock from 137,635,801 shares to approximately
6,881,790 shares. Proportional adjustments will be made to the
number of shares of the Company's common stock issuable upon
exercise or conversion of the Company's equity awards and warrants,
as well as the applicable exercise price. Stockholders whose shares
are held in brokerage accounts should direct any questions
concerning the reverse stock split to their broker. All
stockholders of record may direct questions to the Company's
transfer agent, VStock Transfer, LLC at (212) 828-8436.
About Aqua Metals
Headquartered in Reno, Nevada, Aqua Metals, Inc. (NASDAQ: AQMS) --
www.aquametals.com -- is reinventing metals recycling with its
patented AquaRefining technology. The Company is pioneering a
sustainable recycling solution for materials strategic to energy
storage and electric vehicle manufacturing supply chains.
AquaRefining is a low-emissions, closed-loop recycling technology
that replaces polluting furnaces and hazardous chemicals with
electricity-powered electroplating to recover valuable metals and
materials from spent batteries with higher purity, lower emissions,
and minimal waste. Aqua Metals is based in Reno, NV and operates
the first sustainable lithium battery recycling facility at the
Company's Innovation Center in the Tahoe-Reno Industrial Center.
New York, New York-based Forvis, LLP, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
March 28, 2024, citing that the Company has incurred substantial
operating losses and negative cash flows from operations since
inception that raise substantial doubt about its ability to
continue as a going concern.
As of June 30, 2024, Aqua Metals had $33.66 million in total
assets, $8.45 million in total liabilities, and $25.21 million in
total stockholders' equity.
ARGENTARIA REAL ESTATE: Claims to be Paid From Sale Proceeds
------------------------------------------------------------
Argentaria Real Estate, Inc., filed with the U.S. Bankruptcy Court
for the Southern District of Texas a Disclosure Statement
describing a Plan of Liquidation dated September 30, 2024.
The Debtor is a limited liability company that owns a single tenant
refrigerated office/warehouse facility on 2.618 acres of land
located at 9901 S. Keystone Drive, Pharr, Texas (the "Warehouse
Facility") and an adjacent vacant lot located at1001 S. Keystone
Drive, Pharr, Texas (the "Lot") (collectively, the Lot and Facility
are referred to herein as the "Property").
The Debtor was organized on September 7, 2010, under the laws of
the State of Texas. The Debtor's primary purpose is to hold title
to the real property where the Warehouse Facility is located.
The Debtor leases the Warehouse Facility to an affiliate, Smart
Cold Storage, LLC (“"Smart Co."), pursuant to a triple net lease
(the "Smart Co. Lease"). Smart Co., and the Debtor share common
ownership. The monthly lease payment is $65,000.00. The Smart Co.
Lease expires on August 31, 2028. Smart Co., has been unable to
meet its post-petition lease obligations to the Debtor.
The last appraisal of the Warehouse Facility estimated value of
approximately $6,000,000. Based upon the Debtor's due diligence,
the Debtor believes the Warehouse Facility, with all the
improvements, is valued between $7.5 to $8.0 million.
The Debtor filed a Motion to Sale the Vacant Lot to Boka Foods,
Inc. ("Motion"). The Bankruptcy Court approved the Motion on August
26, 2024, and the sale closed on September 30, 2024. Pursuant to
the terms of the sale order, the net proceeds of $488,981.49, and
first applied to the post-petition interest on the First Lien Note
with the balance applied to the principal.
The Debtor expects to implement its plan through a sales process
and continue interim operations until the sale is consummated or
the Warehouse Facility is surrendered to Frost Bank. The terms of
the Debtor's Plan are based upon, among other things, the Debtor's
assessment of its ability to pay certain obligations in the
ordinary course of business until the Warehouse Facility is sold.
Under the Plan, Claims against and Interests in the Debtor are
divided into Classes according to their relative seniority and
other criteria.
The Debtor scheduled approximately $2,560,553,57 of general
unsecured claims. The general unsecured obligations include the
Debtor's obligations arising under a Master Lease Agreement and
corresponding Supplements with Frost Bank whereby the Debtor leases
certain rack systems, ripening room equipment and panels.
Generally, If the Plan is confirmed by the Bankruptcy Court and
consummated, (1) Allowed Administrative Claims and Priority Non Tax
Claims will be paid in cash in full; (2) Allowed Ad Valorem Claims
of Taxing Authorities will be paid in full when they are due (by
the tenant, or at the time of Closing of the sale; (3) Allowed
Priority Claims will be paid in full over time; (4) Allowed Secured
Claims of Frost Bank will be paid when the Warehouse Facility is
sold.
If the Warehouse Facility is not sold within 120 days from the
Effective Date, the collateral securing the Frost Bank claims will
be surrendered to Frost Bank in satisfaction of its claims; (5)
Unless Frost Bank's Secured Claims are paid in full, Unsecured
Claims will not receive any payments; (6) After the Warehouse
Facility is sold or the collateral surrendered to Frost Bank, the
equity interest of the Debtor will be cancelled, released and
extinguished.
A full-text copy of the Disclosure Statement dated September 30,
2024 is available at https://urlcurt.com/u?l=q4zQ6s from
PacerMonitor.com at no charge.
Counsel to the Debtor:
T. Josh Judd, Esq.
Andrews Myers, PC
1885 Saint James Place, Suite 1500
Houston, TX 77056
Telephone: (713) 850-8218
Email: JJudd@andrewsmyers.com
About Argentaria Real Estate
Argentaria Real Estate LLC is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
Argentaria Real Estate LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-70155) on July
1, 2024. In the petition filed by Heriberto Vlaminck Ley, member &
sole manager, the Debtor disclosed between $1 million and $10
million in both assets and liabilities.
Judge Eduardo V. Rodriguez oversees the case.
T. Josh Judd, Esq., at Andrews Myers, PC, serves as the Debtor's
legal counsel.
ATLAS LITHIUM: Incurs $9.72 Million Net Loss in Third Quarter
-------------------------------------------------------------
Atlas Lithium Corporation filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $9.72 million on $169,549 of revenue for the three months ended
Sept. 30, 2024, compared to a net loss of $11.74 million on $0 of
revenue for the three months ended Sept. 30, 2023.
For the nine months ended Sept. 30, 2024, the Company reported a
net loss of $32.86 million on $543,657 of revenue, compared to a
net loss of $25.60 million on $0 of revenue for the nine months
ended Sept. 30, 2023.
As of Sept. 30, 2024, the Company had $60.49 million in total
assets, $36.68 million in total liabilities, and $23.81 million in
total stockholders' equity.
Atlas Lithium stated, "We have historically incurred net operating
losses and have not yet generated material revenues from the sale
of products or services. As a result, our primary sources of
liquidity have been derived through proceeds from the (i) sales of
our equity and the equity of one of our subsidiaries, and (ii)
issuance of convertible debt. As of September 30, 2024, we had
cash and cash equivalents of $22,056,560 and working capital of
$16,401,099, compared to cash and cash equivalents $29,549,927 and
a working capital of $23,809,637 as of December 31, 2023. We
believe our cash and equivalents will be sufficient to meet our
working capital and capital expenditure requirements for a period
of at least twelve months from the date of these financial
statements. However, our future short- and long-term capital
requirements will depend on several factors, including but not
limited to, the rate of our growth, our ability to identify areas
for mineral exploration and the economic potential of such areas,
the exploration and other drilling campaigns needed to verify and
expand our mineral resources, the successful installation of our
lithium processing facilities, and the ability to attract talent to
manage our different areas of endeavor. To the extent that our
current resources are insufficient to satisfy our cash
requirements, we may need to seek additional equity or debt
financing. If the needed financing is not available, or if the
terms of financing are less desirable than we expect, we may be
forced to scale back our existing operations and growth plans,
which could have an adverse impact on our business and financial
prospects and could raise substantial doubt about our ability 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/1540684/000149315224044315/form10-q.htm
About Atlas Lithium
Headquartered in Minas Gerais, Brazil, Atlas Lithium Corporation --
www.atlas-lithium.com -- is a mineral exploration and development
company with lithium projects and multiple lithium exploration
properties. In addition, the Company owns exploration properties
in other battery minerals, including nickel, copper, rare earths,
graphite, and titanium. The Company's current focus is the
development from exploration to active mining of its hard-rock
lithium project located in the state of Minas Gerais in Brazil at a
well-known lithium-bearing pegmatitic district, which has been
denominated by the government of Minas Gerais as "Lithium Valley."
The Company intends to mine and then process its lithium-containing
ore to produce lithium concentrate (also known as spodumene
concentrate), a key ingredient for the battery supply chain.
Atlas Lithium reported a net loss of $42.63 million in 2023, a net
loss of $5.66 million in 2022, and a net loss of $4.03 million in
2021.
AVALON GLOBOCARE: Faces Nasdaq Delisting Over Reverse Split Timing
------------------------------------------------------------------
Avalon GloboCare Corp. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that the Company
received notice from the Listing Qualifications Staff of The Nasdaq
Stock Market LLC that the Company failed to regain compliance with
the minimum bid price requirement set forth in Nasdaq Listing Rule
5550(a)(2), since the Reverse Split did not occur at least ten
business days prior to the deadline of on or before October 28,
2024, which serves as basis for the delisting of the Company's
securities from Nasdaq.
As previously reported, the Company filed a certificate of
amendment to its Certificate of Incorporation with the Secretary of
State of the State of Delaware to effectuate a reverse stock split
of the Company's common stock at a ratio of 1-for-15, and such
Amendment became effective at 5:00 PM ET on October 25, 2024.
The Company plans to submit an appeal in order to stay the
delisting of the Company's securities from Nasdaq and request a
hearing to address the bid price deficiency before the Nasdaq
Hearings Panel. The Company expects to be able to address the bid
price deficiency as a result of the completion of the Reverse
Split.
Avalon Globocare
Headquartered in Freehold, New Jersey, Avalon Globocare --
www.avalon-globocare.com -- is a commercial-stage company dedicated
to developing and delivering innovative, transformative precision
diagnostics and clinical laboratory services. Avalon aims to
establish a leading role in diagnostic testing innovation,
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 various other services ranging 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.
As of June 30, 2024, Avalon Globocare had $19,515,972 in total
assets, $15,099,019 in total liabilities, and $4,416,953 in total
equity.
AVANTOR INC: Fitch Hikes LongTerm IDR to 'BB+', Outlook Stable
--------------------------------------------------------------
Fitch Ratings has upgraded Avantor, Inc.'s and Avantor Funding,
Inc.'s (collectively, Avantor) Long-Term Issuer Default Ratings
(IDRs) to 'BB+' from 'BB'. Fitch has also upgraded Avantor
Funding's senior secured debt to 'BBB-'with a Recovery Rating of
'RR2' from 'BB+'/'RR2', and unsecured debt to 'BB+'/'RR4' from
'BB'/'RR4'. The Rating Outlook is Stable.
The upgrade is primarily supported by Avantor's public commitment
to prioritizing deleveraging and its demonstration of disciplined
debt reduction since 2021, underpinned by consistent cash flow
generation through periods of supply chain disruptions and amid
end-market volatilities. The ratings further reflect Avantor's
competitive market position and good diversification.
Noting prolonged end-market pressures, Fitch believes Avantor has
sufficient operational and financial flexibility to navigate a
somewhat weaker operating environment while maintaining credit
metrics at a level commensurate with the 'BB+' IDRs.
Despite Fitch's forecasts indicating that some of Avantor's credit
metrics will continue to improve towards investment-grade levels,
the Stable Outlook reflects a limited history of operating within
its financial target. Further positive rating momentum will be
influenced in part by some combination of a demonstrated track
record of adherence to its financial policy and/or margin
improvement towards that of higher-rated peers.
Key Rating Drivers
Uncertainties Around End-Market Recovery: Fitch expects Pharma and
Biotech end-market activities to continue to remain largely muted
for the next couple of quarters, and the longer-term pace and
degree of recovery remain uncertain. The ongoing end-market
pressure is driven by a variety of dynamics including Pharma and
Biotech companies' reactions to the Inflation Reduction Act (IRA)
and upcoming patent expiries, limited biotech funding, and general
macroeconomic concerns, which have collectively prompted inventory
destocking and cautionary capital spending.
While Fitch still views these as relatively transitory headwinds
and believes that the long-term fundamentals of the industry remain
intact, Fitch cannot rule out the possibility of these factors
translating into a structural reset of the industry, which could
ultimately reduce the normalized growth rate of the life sciences
industry from historical levels.
Revenue and Margin Setback: Fitch expects the company's revenues
will decline by 2.1% in 2024 and EBITDA margins will compress by
130 bps, a reduction from its prior expectations. Over the medium
to longer term, Fitch forecasts assume revenue growth to return to
low to mid-single digits, and EBITDA margin to expand with positive
top-line growth and the company's ongoing cost optimization
initiative.
These expectations compare to Avantor's reported revenue declining
by 7.2% in 2023, driven by a slowdown in customer demand, the
impact of customer destocking, and COVID-19-related headwinds.
Additionally, Fitch-adjusted EBITDA margin compressed by 210 bps
from 2022 level, primarily due to volume-related under-absorption
and an unfavorable product mix.
Resilience Supported by Diversification and Revenue Base: Fitch
views Avantor's business profile as generally resilient because of
good diversification, non-cyclical demand for health care products,
and its large share of recurring revenues. Avantor is
well-diversified through end-market and product categories, with
biopharma representing about 50% of sales.
Advanced Technologies & Applied Materials end-markets contribute
approximately 27% of sales and include a mix of more-cyclical
end-markets that benefit from highly-recurring consumable sales.
Consistent cash generation is supported by highly-diversified
consumables- and service-focused revenues representing roughly 85%
of sales, and more limited exposure to equipment and
instrumentation (roughly 13% of sales) versus peers.
Leverage Approaching Target: Fitch forecasts EBITDA leverage to be
below 4.0x by the end of 2024, and net leverage to be below
Avantor's publicly stated leverage target of below 3.0x by 2025.
Fitch expects Avantor to maintain EBITDA leverage between 3.5x and
4.0x through the rating horizon, and notes that it may trend below
this level absent material M&A. Avantor has consistently
deleveraged following the 2017 LBO of VWR International LLC., 2019
IPO, and roughly four billion in acquisitions in 2021, via
disciplined debt reduction and EBITDA growth. EBITDA leverage
declined from 5.0x at YE 2019 to 4.1x at YE 2023.
Financial Flexibility Supported by FCF: Fitch forecasts the company
to generate annual FCF ranging between $580 million and $900
million over the forecast period, with lower FCF in 2024 due to
restructuring expenses. Fitch assumes the company will deploy the
majority of FCF towards voluntary debt repayments in 2024 and 2025
to bring leverage within the company's target. In the long term,
Fitch believes Avantor's FCF generation will afford it the
flexibility to allocate capital across debt paydown, shareholder
returns, and M&A activities. Fitch's forecast assumes no M&A
activity in the near-term, and some to resume opportunistically
post-2025.
Derivation Summary
Avantor is competitively positioned in the life sciences industry,
holding leading market positions in laboratory consumables and
bioprocessing. Its revenue and EBITDA are smaller than those of its
largest competitor, Thermo Fisher Scientific Inc. (Thermo Fisher;
A-/Stable), but are comparable to or larger than other peers,
including Bio-Rad Laboratories Inc. (Bio-Rad; BBB/Stable), Revvity,
Inc. (Revvity; BBB/Stable), and Agilent Technologies, Inc.
(BBB+/Stable).
Thermo Fisher has a much larger scale and greater financial
flexibility than Avantor. Agilent is comparable in size to Avantor
and maintains a very conservative financial policy. Bio-Rad is
smaller and operates with a comparable EBITDA margin, while
maintaining a more conservative financial profile. Revvity is
smaller, operates with similar EBITDA leverage, yet generates a
much higher EBITDA margin. The 'BBB' to 'A-' rated life sciences
peers typically have leverage sensitivities in the 2.0x-3.0x
range.
Parent Subsidiary Linkage
The IDRs of Avantor, Inc. and Avantor Funding, Inc. are rated on a
consolidated basis as discussed in Fitch's Parent-Subsidiary
Linkage Criteria using weak parent/strong subsidiary approach, open
ring-fencing and access and control factors based on the entities
operating as a single enterprise with strong legal and operational
ties.
Key Assumptions
- Revenue of over $6.8 billion and Fitch-adjusted EBITDA margin of
17.8% in 2024;
- Organic revenue growth in the low-single digits in 2025 and
improve to mid-single digits thereafter;
- Total EBITDA margin expansion of 200bps between 2024 and 2027
driven by volume and cost initiatives;
- Annual capex of $140 million-$170 million;
- FCF largely deployed toward voluntary debt repayment in 2024 and
2025, and toward M&As in 2026 and 2027.
Recovery Analysis
Avantor's senior secured debt instruments have been affirmed at
Recovery Ratings of 'RR2' rather than 'RR1' because Avantor
maintains an accounts receivables facility, which Fitch considers
to be senior to the senior secured debt instruments in a bankruptcy
scenario.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Improving and maintaining EBITDA margin durably at or above 20%
- Fitch's expectation of EBITDA leverage to sustain below 3.5x;
- (CFO-capex)/total debt around or above 12.5%.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Operating with EBITDA leverage sustained above 4.0x;
- (CFO-capex)/total debt sustained below 7.5%;
- Acquisitions without the prospect of timely debt/leverage
reduction.
Liquidity and Debt Structure
Sufficient Liquidity: Liquidity is supported by cash on hand of
$285 million and no outstanding borrowings under its $975 million
first-lien secured revolver due 2028 as of Sept. 30, 2024.
Avantor's senior secured credit facilities do not include financial
maintenance covenants aside from a springing first lien net
leverage covenant of 7.35x if 35% of the revolver is drawn.
Additionally, working capital needs are supported by a $400 million
accounts receivable securitization facility, of which $94.5 million
was available at Sept. 30, 2024, though this facility is not
considered a source of liquidity in Fitch's calculations.
Manageable Debt Maturities: The company's debt maturities and
amortization are manageable, with no debt due in the next 12 months
other than required term loan payments of roughly $30 million and
receivables facility debt of $205 million. Fitch expects the
company to continue to deploy the majority of its cash on hand
toward voluntary debt repayments in the near term.
Issuer Profile
Avantor, Inc. is a leading global provider of mission critical
products and services to customers in the biopharma, health care,
education & government, and advanced technologies & applied
materials industries. Offerings include materials & consumables,
equipment & instrumentation and services & specialty procurement.
Summary of Financial Adjustments
Adjustments were made to exclude charges from EBITDA for
stock-based compensation, asset impairments, and restructuring and
integration related expenses.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Avantor Funding, Inc. LT IDR BB+ Upgrade BB
senior unsecured LT BB+ Upgrade RR4 BB
senior secured LT BBB- Upgrade RR2 BB+
Avantor, Inc. LT IDR BB+ Upgrade BB
AVOCADO TREE: Hires Lyon Stahl Investment as Real Estate Broker
---------------------------------------------------------------
Avocado Tree, LLC seeks approval from the U.S. Bankruptcy Court for
the Central District of California to employ Lyon Stahl Investment
Real Estate as its real estate broker.
The broker will market and potentially sell the Debtor's property
known as 127 & 131 E. 88th Street, Los Angeles, CA 90003.
The firm will render these services:
a. analyze and prepare all documentation necessary to list and
advertise the property for sale as may necessary and appropriate;
b. inspect the property as necessary to respond to purchaser
inquiries, and to solicit reasonable offers of purchasers;
c. convey all reasonable offers to the Debtor and to Debtor's
counsel, and subject to the Debtor's approval, to negotiate and
confirm the acceptance of the best offer; and
d. cause to be prepared and submitted to escrow on behalf of
the Debtor any and all documents necessary to consummate a sale of
the property.
The broker shall be compensated for its services in an amount equal
to 3.5 percent of the listing price or purchasing price.
As disclosed in the court filings, Lyon Stahl Investment Real
Estate is disinterested as that term is defined in 11 U.S.C.
section 101(14).
The firm can be reached through:
Marcus Nasrollahy
Lyon Stahl Investment Real Estate
239 Oregon Street
El Segundo, CA 90245
Telephone: (310) 435-8380 Ext. 270
Facsimile: (310) 406-5126
Email: Marcus.N@LyonStahl.com
About Avocado Tree, LLC
Avocado Tree is primarily engaged in renting and leasing real
estate properties.
Avocado Tree, LLC filed its volutary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
24-11606) on September 4, 2024, listing $1 million to $10 million
in both assets and liabilities. The petition was signed by Abraham
Kordian as managing member.
Judge: Hon. Martin R Barash presides over the case.
David Brownstein, Esq. at the LAW OFFICE OF DAVID BROWNSTEIN
represents the Debtor as counsel.
BARROW SHAVER: Hires Chaffe & Associates as Investment Banker
-------------------------------------------------------------
Barrow Shaver Resources Company, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Chaffe & Associates, Inc. as investment banker.
The firm will render these services:
a. review and analyze the Debtor's business, operations,
properties, financial condition, and prospects;
b. analyze the Debtor and market data, and if requested,
review a range of strategic alternatives for the Debtor's
consideration.
c. analyze and propose potential buyers, funding sources, or
other strategic partners for the Debtor's approval in connection
with relevant strategic alternatives;
d. assist in the preparation of one or more appropriate
marketing documents for the transaction, such as a confidential
information memorandum;
e. assist in compiling a virtual data room ("VDR") and other
items for due diligence requests;
f. coordinate information requests, management discussions,
VDR access, management meetings, and site visits. If appropriate,
assist the Debtor's management in preparing a presentation to be
delivered by management to interested parties;
g. assist the Debtor in evaluating each proposal made by
interested parties and recommend a course of action;
h. advise as to the strategy and tactics of negotiation with
potential interested parties;
i. participate in negotiation of a Transaction in conjunction
with the Debtor and its attorneys, and assist with the closing of
the Transaction; and
j. provide such other investment banking and financial
advisory services as are customary for the potential contemplated
Transaction.
The firm will be compensated as follows:
a. Upon Court approval of the application to employ Chaffe,
the Debtor will pay Chaffe an advisory fee (the "Advisory Fee") in
the amount of $50,000, which shall be non-refundable and fully
earned, and made by wire transfer of immediately available funds.
Thereafter, the Debtor will pay Chaffe an Advisory Fee in the
amount of $25,000 per month. The subsequent payments shall be due
each month during the term of Chaffe's engagement on the monthly
anniversary of the date of this Agreement and made by wire transfer
of immediately available funds. Upon the determination that a
Transaction Fee, as defined below, is due to Chaffe, up to 2 months
of the paid $25,000 monthly Advisory Fee (up to $50,000 in total)
will be credited to the Debtor against the Transaction Fee upon the
successful Closing ("Credit").
b. In addition, the Debtor will pay Chaffe one or more fees,
as applicable, based upon the nature of the Transaction, as
follows:
i. If the Transaction is a full or partial sale of the
Debtor's assets or other strategic transaction, the Debtor shall
pay Chaffe a fee equal to 1.5 percent of the Aggregate
Consideration (the "Transaction Fee").
ii. Notwithstanding anything to the contrary in the
Engagement Letter, in the event the Transaction Fee is less than
$600,000, the Debtor shall pay Chaffe a minimum Transaction Fee of
$600,000.
iii. The Transaction Fee shall be contingent upon the
consummation of the Transaction to which it applies and shall be
paid in cash via wire transfer of immediately available funds on
the Closing of the Transaction; provided, however, that the portion
of the Transaction Fee with respect to any payment of an earn-out
or working capital surplus shall be paid at the time such payment
is made to the seller(s) in the Transaction. If the terms of the
Transaction require multiple Closings, the portion of the
Transaction Fee attributable to the consideration received by the
Debtor at each of the closings shall be paid at each such closing.
Michael Schmidt, a managing director at Chaffe & Associates, 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 H. Schmidt
Chaffe & Associates, Inc.
201 St. Charles Avenue, Suite 1410
New Orleans, LA 70170
Tel: (504) 524-1801
Fax: (504) 524-7194
Email: mkatsanis@chaffe-associates.com
About Barrow Shaver Resources Company
Barrow Shaver Resources Company, LLC is a privately held,
independent oil and gas exploration and acquisition company based
in Tyler, Texas. Barrow Shaver is engaged in prospect generation,
producing properties acquisition, lease acquisition, assembly and
marketing of prospects for the exploration and development of oil
and natural gas in the prolific producing trends of the East Texas
and West Texas Basins.
Barrow Shaver Resources Company sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-33353) on
Aug. 19, 2024. In the petition signed by James Katchadurian, chief
restructuring officer, the Debtor disclosed up to $100 million in
both assets and liabilities.
Judge Alfredo R. Perez oversees the case.
The Debtor tapped Jones Walker LLP as counsel, CR3 Partners, LLC as
financial advisor, and Kroll Restructuring Administration, LLC as
claims, noticing, and solicitation agent.
BARROW SHAVER: Taps Santoyo Wehmeyer as Special Litigation Counsel
------------------------------------------------------------------
Barrow Shaver Resources Company, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Santoyo Wehmeyer P.C. as special litigation counsel.
The firm will render these services:
(a) advise the Debtor with respect to the Pending Litigation;
(b) advise and assist the Debtor regarding general corporate
matters, and assist bankruptcy counsel as reasonable and
appropriate in relation to the Pending Litigation;
(c) defend the Debtor with respect to the Pending Litigation;
(d) perform all other necessary legal services for the Debtor
in connection with the Pending Litigation or any other matter that
the Debtor and its bankruptcy counsel finds is necessary and
appropriate; and
(e) provide any other litigation services on behalf of the
Debtor that the Debtor and its bankruptcy counsel feel is
appropriate and necessary.
The firm will be paid at these rates:
Corey F. Wehmeyer $650 per hour
Litigation Shareholders $425 to $600 per hour
Litigation Associates $300 to $400 per hour
Support Staff $175 per hour
The firm and its attorneys are "disinterested persons" under
Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Corey Wehmeyer, Esq.
Santoyo Wehmeyer PC
IBC Highway 281 North Centre Building
12400 San Pedro Avenue, Suite 300
San Antonio, TX 78216
Telephone: (210) 998-4200
Facsimile: (210) 998-4201
Email: cwehmeyer@swenergylaw.com
About Barrow Shaver Resources Company
Barrow Shaver Resources Company, LLC is a privately held,
independent oil and gas exploration and acquisition company based
in Tyler, Texas. Barrow Shaver is engaged in prospect generation,
producing properties acquisition, lease acquisition, assembly and
marketing of prospects for the exploration and development of oil
and natural gas in the prolific producing trends of the East Texas
and West Texas Basins.
Barrow Shaver Resources Company sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-33353) on
Aug. 19, 2024. In the petition signed by James Katchadurian, chief
restructuring officer, the Debtor disclosed up to $100 million in
both assets and liabilities.
Judge Alfredo R. Perez oversees the case.
The Debtor tapped Jones Walker LLP as counsel, CR3 Partners, LLC as
financial advisor, and Kroll Restructuring Administration, LLC as
claims, noticing, and solicitation agent.
BAUSCH HEALTH: Unit Amends Deal for $400-Mil. in New Term Loans
---------------------------------------------------------------
Bausch Health Companies Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that Bausch + Lomb
Corporation, a subsidiary of the Company, entered into an amendment
to the credit and guaranty agreement, dated as of May 10, 2022, by
and among Bausch + Lomb, certain subsidiaries of Bausch + Lomb as
subsidiary guarantors, the lenders party thereto and JPMorgan Chase
Bank, N.A., in its capacity as second incremental term facility
administrative agent, pursuant to which Bausch + Lomb borrowed
$400,000,000 of new term loans.
The Bausch + Lomb Second Incremental Term Loans incurred pursuant
to the Bausch + Lomb Second Incremental Amendment will mature on
May 10, 2027 and will amortize in quarterly installments
(commencing with the fiscal quarter ending March 31, 2025) equal to
(x) for the first eight installments, 0.625% of the original
principal amount of the Bausch + Lomb Second Incremental Term Loans
and (y) for each installment thereafter, 1.875% of the original
principal amount of the Bausch + Lomb Second Incremental Term
Loans, with the balance payable on the maturity date of the Bausch
+ Lomb Second Incremental Term Loans. The proceeds of the Bausch +
Lomb Second Incremental Term Loans were used in part to repay
revolving loans outstanding under the Bausch + Lomb Credit
Agreement and the remainder will be used for general corporate
purposes. The Bausch + Lomb Second Incremental Term Loans bear
interest at a rate per annum equal to, at the borrower's option,
either:
(a) a base rate determined by reference to the higher of:
(1) the rate of interest quoted by The Wall Street Journal as
the "Prime Rate,"
(2) the federal funds effective rate plus 1/2 of 1.00% or
(3) term SOFR for a period of one month plus 1.00% (or if such
rate shall not be ascertainable, 1.00%) or
(b) term SOFR for the interest period relevant to such borrowing,
in each case plus an applicable margin. The applicable interest
rate margins for the Bausch + Lomb Second Incremental Term Loans
are 2.25% per annum with respect to base rate borrowings and 3.25%
per annum with respect to term SOFR borrowings. Except as amended
by the Bausch + Lomb Second Incremental Amendment, the terms of the
Bausch + Lomb Credit Agreement were not otherwise amended.
About Bausch Health Companies Inc.
Bausch Health Companies Inc. develops drugs for unmet medical needs
in central nervous system disorders, eye health, and
gastrointestinal diseases, as well as contact lenses, intraocular
lenses, ophthalmic surgical equipment, and aesthetic devices.
As of March 31, 2024, the Company had $26.91 billion in total
assets, $27.09 billion in total liabilities, and $174 million in
total deficit.
* * *
In April 2024, S&P Global Ratings raised its issuer credit rating
on Bausch Health Cos. Inc. to 'CCC+' from 'CCC'. S&P also raised
its issue-level ratings on the senior secured debt to 'B-' from
'CCC+', and its ratings on the second-lien notes and unsecured
notes to 'CCC' from 'CCC-'.
The negative outlook reflects the risk that Bausch Health could
pursue distressed exchanges as it approaches its sizable debt
maturities.
In September 2024, Fitch Ratings has affirmed Bausch Health
Companies' (BHC) and Bausch Health America's (BHA) (collectively:
Bausch Health) Long-Term Issuer Default Ratings (IDRs) at 'CCC' and
first-lien debt at 'B'/'RR1′. Fitch has also affirmed BHC's
second-lien debt at 'CC'/'RR6′ and Bausch Health's unsecured debt
at 'C'/'RR6′.
The 'CCC' IDRs reflect BHC's elevated refinancing risk amid the
following two key uncertainties: when and to what degree does
competition impact BHC's XIFAXAN product, and whether and when the
company completes its separation of Bausch + Lomb Corporation
(BLCO). The BLCO separation would reduce diversification and likely
increase leverage.
BAY RIDGE KICKBOXING: Taps Gregory A. Flood as Bankruptcy Counsel
-----------------------------------------------------------------
Bay Ridge Kickboxing, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire Law Offices of
Gregory A. Flood to handle its Chapter 11 proceedings.
The firm will be paid at the rate of $400 per hour, and a retainer
in the amount of of $7,500.
Gregory A Flood, Esq., a partner at Law Offices of Gregory A.
Flood, 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:
Gregory A. Flood, Esq.
Law Offices of Gregory A Flood
900 South Avenue, Ste 300
Staten Island, New York 10314-3428
Phone: (718) 568-3678
Email: FloodLaw@gmail.com
About Bay Ridge Kickboxing
Bay Ridge Kickboxing, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-44247) on October
15, 2024, with up to $50,000 in assets and up to $500,000 in
liabilities.
Judge Nancy Hershey Lord presides over the case.
Gregory A. Flood, Esq., at the Law Offices of Gregory A. Flood
represents the Debtor as bankruptcy counsel.
BEECHAM GROUP: Hires Lane Law Firm as Bankruptcy Counsel
--------------------------------------------------------
The Beecham Group LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Texas to employ The Lane Law Firm, PLLC
as legal counsel.
The firm's services include:
(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 court, the appellate
courts, and other courts in which matters may be heard and to
protect the interests of Debtor before said courts and the United
States Trustee; and
(g) perform all other necessary legal services in this case.
The firm will be paid at these hourly rates:
Robert Lane, Partner $595
Joshua Gordon, Partner $500
Associate Attorneys $500
Paralegals/Legal Assistants $250
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer of $30,000 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, TX 77036
Telephone: (713) 595-8200
Facsimile: (713) 595-8201
Email: notifications@lanelaw.com
About The Beecham Group LLC
The Beecham Group LLC, a manufacturer of clothing and accessories
for young girls, sought Chapter 11 bankruptcy protection (Bankr.
W.D. Tex. Case No. 24-11385) on November 1, 2024. In the petition
filed by Brittany Beecham, owner, the Debtor disclosed $54,222 in
assets and $1,215,210 in liabilities.
Judge Shad Robinson oversees the case.
Robert C. Lane, Esq., at The Lane Law Firm, PLLC serves as the
Debtor's counsel.
BHAVICHAND LLC: Frances Smith Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Region 6 appointed Frances Smith, Esq., at
Ross, Smith & Binford, PC, as Subchapter V trustee for Bhavichand,
LLC.
Ms. Smith will be paid an hourly fee of $475 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Smith declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Frances A. Smith, Esq.
Ross, Smith & Binford, PC
700 N. Pearl Street, Ste. 1610
Dallas, TX 75201
Phone: 214-593-4976
Fax: 214-377-9409
Email: frances.smith@rsbfirm.com
About Bhavichand LLC
Bhavichand LLC, doing business as Motel 6 Alvarado, operates in the
traveler accommodation industry. The company is based in Alvarado,
Texas.
Bhavichand sought relief under Subchapter V of Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 24-43756) on Oct.
16, 2024, with $1 million to $10 million in assets and $500,000 to
$1 million in liabilities. Satish D. Patel, manager, signed the
petition.
Judge Edward L. Morris handles the case.
The Debtor is represented by Joyce W. Lindauer, Esq., at Joyce W.
Lindauer Attorney, PLLC.
BLACKMARKET BAKERY: Trustee Seeks to Hire Fennemore as Counsel
--------------------------------------------------------------
David Andrew Wood, the trustee appointed in the Chapter 11 case of
Blackmarket Bakery Inc., seeks approval from the U.S. Bankruptcy
Court for the Southern District of California to employ Fennemore
LLP as counsel.
The firm will provide these services:
(a) assist the Debtor in obtaining final approval from the
court of various "first day" type motions;
(b) address the motion for relief from stay filed by the
landlord at the Debtor's key production facility;
(c) assist in and render advice with respect to the
preparation of monthly operating reports;
(d) assist the Debtor in formulating, documenting and
obtaining court approval of a Chapter 11 plan of reorganization;
(e) assist the Debtor in evaluating, objecting to, or
otherwise resolving claims against the estate; and
(f) advise, consult with, and otherwise represent trustee in
connection with such other matters as may be necessary for the
duration of the bankruptcy case.
The hourly rates of the firm's counsel and staff are as follows:
Kathleen Cashman-Kramer, Director $525
Jonathan S. Dabbieri, Director $605
Christopher Hawkins, Director $610
James P. Hill, Director $665
Donald G. Rez, Director $605
Gary B. Rudolph, Director $610
Elizabeth E. Stephens, Of Counsel $450
Laurel Dinkins, Paralegal $310
Linda Gubba-Reiner, Paralegal $310
Law Clerk $195
Case Assistants $30 - $100
Christopher Hawkins, Esq., an attorney at Fennemore, 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:
Christopher V. Hawkins, Esq.
Fennemore LLP
600 B Street, Suite 1700
San Diego, CA 92101
Telephone: (619) 233-4100
Facsimile: (619) 231-4372
Email: chawkins@fennemorelaw.com
About Blackmarket Bakery
Blackmarket Bakery, Inc. is a small chain of women-owned bakeries
in San Diego, Calif.
Blackmarket Bakery filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 24-03364) on
Sept. 4, 2024, with up to $50,000 in assets and up to $10 million
in liabilities. Rachel Klemek, president, signed the petition.
Judge J. Barrett Marum oversees the case.
Steven E. Cowen, Esq., at S. E. Cowen Law serves as the Debtor's
counsel.
David Andrew Wood was appointed as the trustee in this Chapter 11
case. He tapped Fennemore LLP as his counsel.
CAPRI HOLDINGS: Continues to Suffer Revenue Declines
----------------------------------------------------
Capri Holdings, which owns Michael Kors, Versace and Jimmy Choo,
continues to suffer revenue declines as the company appeals a
ruling that allowed the Federal Trade Commission to block its
merger with rival Tapestry Inc.
Capri recently disclosed that sales dropped 16.4% to $1.08 billion
in the second quarter ended Sept. 28, 2024.
Gross profit was down 16.6% to $694 million in the second quarter.
Its net income dropped 73.3% to $24 million.
"Overall, we were disappointed with our second-quarter results as
performance continued to be impacted by softening demand globally
for fashion luxury goods," chairman and CEO John Idol said in a
statement.
By brand, Michael Kors's revenues were down 15.9% year-on-year to
$738 million, with the Americas declining 12%, EMEA down 15% and
Asia dropping 43%. Versace's revenues dropped 28.2% to $201
million, with the Americas down 33%, EMEA down 28% and Asia
dropping 20%. Jimmy Choo's revenues returned to growth, increasing
6.1% to $140 million, with the Americas dropping 8%, EMEA
increasing 25% and Asia down 8%.
In August 2023, Tapestry, the owner of Coach, Kate Spade and Stuart
Weitzman, announced its intention to acquire Capri in an $8.5
billion deal, creating an all-American conglomerate. However, in
April this year, the FTC sued in U.S. District Court for the
Southern District of New York to block the merger, stating the deal
would give the combined company a dominant share of the "accessible
luxury" handbag market. The District Court in October entered a
preliminary injunction against the merger. The ruling is being
appealed.
The two companies told the District Court the "Michael Kors . . .
brand has faced decline. Its sales peaked around 2015 and 2016 and
have been going backwards ever since. The brand's decline has
resulted in an overreliance on discounting." Continuing, the duo
said, "Michael Kors has not been delivering what consumers want,
which means even as Michael Kors has attempted to increase handbag
prices, this has only resulted in the brand having to raise
discounts even more to sell its product."
With its appeal of the District Court's decision pending, Capri
declined to provide financial guidance for the full year or host a
conference call.
"Capri reported a fifth consecutive period of disappointing results
since announcing the definitive agreement to be acquired by
Tapestry, with both revenue and earnings falling well short of
expectations," said Dana Telsey, CEO and founder of research and
consultancy firm Telsey Advisory Group, in a note, according to
Vogue Business. "The company has lost over a year to take
significant strategic steps to revitalise Michael Kors or to
improve profitability at its Jimmy Choo and Versace banners,
perhaps falling further behind in its ability to better position
its brands competitively in the marketplace."
Results at Tapestry
On the other hand, Tapestry's recent earnings beat expectations
with sales in line with the same period a year prior; for its
fiscal first quarter ended Sept. 28, 2024, net sales totaled $1.51
billion, in-line with prior year on both a reported and constant
currency basis. Gross profit totaled $1.13 billion, while gross
margin was 75.3%, driven by operational improvements of 180 basis
points, as well as a benefit of 60 basis points from lower freight
expense, as well as FX tailwinds. This compared to prior year
gross profit of $1.10 billion, representing a gross margin of
72.5%.
Tapestry is raising its Fiscal 2025 outlook. The Company now
expects revenue of over $6.75 billion, representing growth of
approximately 1% to 2% versus prior year on a reported and constant
currency basis, and ahead of prior guidance for slight growth on
reported basis and approximately 1% on a constant currency basis.
About Tapestry Inc.
Based in New York City, Tapestry, Inc. -- http://www.tapestry.com/
-- is the parent company of three major brands: Coach New York,
Kate Spade New York and Stuart Weitzman. Originally named Coach,
Inc., the business changed its name to Tapestry on October 31,
2017.
About Capri Holdings Limited
Capri Holdings (NYSE: CPRI) is a global fashion luxury group
consisting of iconic, founder-led brands Versace, Jimmy Choo and
Michael Kors. The Company is incorporated in the British Virgin
Islands, with executive offices in London and operational offices
in New York. It was founded in 1981 by American designer Michael
Kors.
CAPRI HOLDINGS: Seeks Expedited Appeal of Tapestry Merger Denial
----------------------------------------------------------------
Handbag makers Tapestry Inc. and Capri Holdings Limited are seeking
expedited proceedings to appeal a district court ruling blocking
their proposed merger amid a looming Feb. 10, 2025 expiration date
for the deal.
In August 2023, Tapestry (owner of Coach, Kate Spade and Stuart
Weitzman) announced its intention to acquire Capri (owner of
Versace, Jimmy Choo and Michael Kors) in an $8.5 billion deal,
creating an all-American conglomerate. However, in April 2024, the
Federal Trade Commission, led by outgoing chair Lina Khan, sued to
block the merger stating that the deal would give the combined
company a dominant share of the "accessible luxury" handbag market.
The FTC on April 22, 2024, filed a complaint against Tapestry and
Capri (S.D.N.Y. Case No. 1:24-cv-0319) seeking to enjoin the
consummation of the Capri Acquisition. The FTC's complaint alleges
the Capri Acquisition, if consummated, would violate Section 7 of
the Clayton Act and the merger constitutes unfair methods of
competition in violation of Section 5 of the Federal Trade
Commission Act.
After commencing trial on Sept. 9, 2024, and hearing seven days of
testimony, the U.S. District Court for the Southern District of New
York on Oct. 24, issued its Opinion and Order granting the FTC's
request for a preliminary injunction of the Merger, pending an
administrative trial on the merits which is scheduled to begin on
December 9.
The judge ruled that the merger would give Tapestry a 59% market
share in the accessible luxury handbag market, which is well over
the FTC's threshold of 30%.
"The decision granting the FTC's request for a preliminary
injunction is disappointing and, we believe, incorrect on the law
and the facts. Tapestry and Capri operate in an industry that is
intensely competitive and dynamic, constantly expanding, and highly
fragmented among both established players and new entrants. We face
competitive pressures from both lower- and higher-priced products
and continue to believe this transaction is pro-competitive and
pro-consumer. We intend to appeal the decision, consistent with
our obligations under the merger agreement," Tapestry said in a
statement.
On Oct. 28, 2024, Tapestry and Capri filed a Notice of Appeal with
respect to the October 24, 2024 Opinion and Order. On Nov. 6, the
United States Court of Appeals for the Second Circuit entered an
order setting an expedited briefing schedule for the appeal of the
District Court's decision.
Anti-Competitive
During its fiscal year 2024 (which ended on June 29, 2024),
Tapestry generated over $6.6 billion in revenue, with gross margins
of 73.3%. During its fiscal year 2024 (which, for Capri, ended on
March 30, 2024), Capri generated about $5.2 billion in total global
revenue, with gross margins of 64.6%.
The District Court decision focused primarily on the definition of
the "accessible luxury" handbag market, and relied on analysis and
testimony of Dr. Loren K. Smith, the FTC's economic expert. Dr.
Smith is an executive vice president of Compass Lexecon, an
economic-consulting firm, and received his Ph.D. in economics from
the University of Virginia in 2006
Using sales data and a combination of NPD data and reasoned
estimations when sales data are unavailable, Dr. Smith determined
that Tapestry's acquisition of Capri would result in the combined
firm accounting for an approximately 59% share of the
accessible-luxury-handbag market -- well over 30% and thus creates
a presumption of anticompetitive effects.
Dr. Smith also noted that per Capri's own calculations, Michael
Kors comprised 39.5%, Coach comprised 29.4%, and Kate Spade
comprised 8.2% of the accessible-luxury-leather-goods market.
Together, Defendants' combined brands would account for 77% of the
market -- more than double the 30% threshold.
The District Court ruled that there is insufficient evidence that
the resale market for handbags has increased so dramatically over
the past several years to render Dr. Smith’s market share
calculations unreliable. The Court agrees with Dr. Smith and the
FTC that the Defendants' post-merger market shares calculated by
Dr. Smith are so significant that even if Dr. Smith underestimated
the market shares held by some third parties, the post-merger
market share held by Defendants would still be so significant as to
be presumptively anticompetitive.
"For these reasons, the Court finds that the merging parties are
close competitors, such that the merger would result in the loss of
head-to-head competition. The Court thus finds that there is
persuasive additional evidence of unilateral effects of the merger
causing anticompetitive harm," Judge Jennifer L. Rochon, said in
her 169-page ruling.
While noting that the decision is only preliminary, the Court finds
that the balance of the equities clearly favors granting the FTC's
request for a preliminary injunction.
A less-redacted version of Judge Rochan's opinion signed Oct. 24,
2024, is now available at
https://www.pacermonitor.com/view/Q64PEIQ/Federal_Trade_Commission_v_Tapestry_Inc_et_al__nysdce-24-03109__0344.0.pdf?mcid=tGE4TAMA
Integration Plans Paused
Reuters reported Nov. 8 that Tapestry has halted Capri integration
plans as the parties pursue the appeal.
"We have contingency plans ready, pending the outcome of the appeal
. . .,” Tapestry CFO Scott Roe said on a post-earnings call.
Reuters notes that while President-elect Donald Trump is expected
to take a more lenient stance on antitrust, analysts reckon it may
have come too late for the companies.
"The date at which Tapestry can walk away without penalty is Feb.
10, and I do not expect an appeals decision or changes to the FTC
before then," Mari Shor, senior equities analyst at Columbia
Threadneedle Investments, told Reuters.
"So, I would not expect the merger to be completed, which is a good
thing in the eyes of investors."
About Tapestry Inc.
Based in New York City, Tapestry, Inc. -- http://www.tapestry.com/
-- is the parent company of three major brands: Coach New York,
Kate Spade New York and Stuart Weitzman. Originally named Coach,
Inc., the business changed its name to Tapestry on October 31,
2017.
About Capri Holdings Limited
Capri Holdings (NYSE: CPRI) is a global fashion luxury group
consisting of iconic, founder-led brands Versace, Jimmy Choo and
Michael Kors. The Company is incorporated in the British Virgin
Islands, with executive offices in London and operational offices
in New York. It was founded in 1981 by American designer Michael
Kors.
CAREPOINT HEALTH: Gets OK to Tap Epiq as Claims and Noticing Agent
------------------------------------------------------------------
CarePoint Health Systems Inc., doing business as Just Health
Foundation, and its affiliates received approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Epiq
Corporate Restructuring, LLC as claims and noticing agent.
Epiq will oversee the distribution of notices and will assist in
the maintenance, processing, and docketing of proofs of claim filed
in the Chapter 11 cases of the Debtors.
The firm will be paid at these hourly rates:
Executive Vice President, Solicitation $190
Solicitation Consultant $185
Project Managers/Consultants/Directors $165 - $185
Case Managers $75 - $165
IT/Programming $55 - $85
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, Epiq received a retainer of $25,000
from the Debtor.
Kate Mailloux, a senior director at Epiq, 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:
Kate Mailloux
Epiq Corporate Restructuring LLC
777 3rd Ave., Fl. 12
New York, NY 10017
Telephone: (646) 282-2532
Email: kmailloux@epiqglobal.com
About CarePoint Health
CarePoint Health brings quality, patient-focused health care to
Hudson County. Combining the resources of three area hospitals,
Bayonne Medical Center, Christ Hospital in Jersey City, and Hoboken
University Medical Center, CarePoint Health provides a new approach
to deliver health care that puts the patient front and center.
CarePoint Health leverages a network of top doctors, nurses, and
other medical professionals whose expertise and attentiveness work
together to provide complete coordination of care, from the
doctor's office to the hospital to the home. Patients benefit from
the expertise and capabilities of a broad network of leading
specialists and specialized technology. At CarePoint Health, all
medical professionals emphasize preventive medicine and focus on
educating patients to make healthy life choices. For more
information on its facilities, partners and services, visit
www.carepointhealth.org.
CarePoint Health Systems Inc., doing business as Just Health
Foundation, and its affiliates filed voluntary petitions for relief
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.
Del. Lead Case No. 24-12534) on Nov. 3, 2024, with up to $1 million
in assets and up to $50,000 in liabilities.
Judge J. Kate Stickles oversees the cases.
The Debtors tapped Dilworth Paxson LLP as legal counsel, Ankura
Consulting as financial advisor, and Epiq Corporate Restructuring,
LLC as claims and noticing agent.
CAREPOINT HEALTH: Secures Payroll Funds; DIP Plan Faces Opposition
------------------------------------------------------------------
Dorothy Ma of Bloomberg Law reports that CarePoint Health, a
bankrupt New Jersey hospital chain, received court approval to
borrow $3 million from its DIP lender, Bayonne Medical Center Opco,
to cover payroll expenses. However, its broader financing plan
remains contested.
The court approved the $3 million loan on Thursday, November 7,
2024, but creditor Insight Health System, which also manages the
hospital, objected to CarePoint's request for a larger $25 million
loan to support its bankruptcy proceedings. Insight argued that the
terms of the DIP financing were "overly burdensome" and would
deplete "the only meaningful asset available to satisfy general
unsecured claims."
About Carepoint Health
CarePoint Health is a New Jersey hospital chain.
Carepoint Health sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-12538) on November 3,
2024. In its petition, the Debtor reports estimated assets and
liabilities up to $50,000.
The Debtor is represented by Peter C. Hughes of Dilworth Paxson
LLP.
CAREPOINT HEALTH: Taps Dilworth Paxson as Bankruptcy Counsel
------------------------------------------------------------
CarePoint Health Systems Inc. doing business as Just Health
Foundation, and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Dilworth
Paxson LLP as its counsel.
The firm will render these services:
(a) advise the Debtors of their rights, powers and duties;
(b) prepare on behalf of the Debtors all necessary legal
documents, and review all financial and other reports to be filed
in these Chapter 11 cases;
(c) advise the Debtors concerning and prepare responses to,
legal papers that may be filed by other parties in these Chapter 11
cases;
(d) advise the Debtors with respect to, and assist in the
negotiation and documentation relating to the negotiation and
consummation of transactions contemplated under a Chapter 11 Plan;
(e) advise the Debtors regarding actions to collect and
recover property for the benefit of their estates;
(f) advise the Debtors concerning executory contract and
unexpired lease assumptions and assignments and rejections;
(g) assist the Debtors in reviewing, estimating and resolving
claims asserted against their estates;
(h) assist the Debtors in complying with applicable laws and
governmental regulations;
(i) commence and conduct litigation necessary and appropriate
to assert rights held by the Debtors, protect assets of its Chapter
11 estates or otherwise further their goals in these Chapter 11
cases; and
(j) provide non-bankruptcy services for the Debtors to the
extent requested by them.
The hourly rates of the firm's counsel and staff are as follows:
Lawrence G. McMichael, Partner $1,200
Peter C. Hughes, Partner $775
Anne M. Aaronson, Partner $720
Jack Small, Associate $395
Christine A. Tomlin, Paralegal $270
Miriam L. Dolan, Paralegal $300
In addition, the firm will seek reimbursement for expenses
incurred.
Peter Hughes, Esq., a partner at Dilworth Paxson, 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
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: Prior to the Petition Date, Dilworth provided services to
the Debtors unrelated to these Chapter 11 Cases as well as services
related to preparation for the Chapter 11 filing. For work
performed pursuant to Dilworth's engagement, Dilworth charged its
standard hourly rates, which are substantially similar to the
billing rates and financial terms that Dilworth intends to charge
for postpetition work, provided that Dilworth's rates were adjusted
effective January 1, 2024. Such annual adjustment of rates as of
January 1 of each year is Dilworth's custom. Dilworth has not
agreed to cap its fees for postpetition services.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Answer: The Debtors have provided an estimated budget pursuant to
their DIP Financing budget, recognizing that in the course of large
Chapter 11 cases, unforeseeable issues resulting in unanticipated
fees and expenses may arise that will need to be addressed by the
Debtors and Dilworth. Dilworth intends to provide an appropriate
staffing plan to the Debtors.
Mr. Hughes 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:
Peter C. Hughes, Esq.
Dilworth Paxson LLP
1500 Market St., Ste. 3500 E
Philadelphia, PA 19102
Telephone: (215) 575-7000
About CarePoint Health
CarePoint Health brings quality, patient-focused health care to
Hudson County. Combining the resources of three area hospitals,
Bayonne Medical Center, Christ Hospital in Jersey City, and Hoboken
University Medical Center, CarePoint Health provides a new approach
to deliver health care that puts the patient front and center.
CarePoint Health leverages a network of top doctors, nurses, and
other medical professionals whose expertise and attentiveness work
together to provide complete coordination of care, from the
doctor's office to the hospital to the home. Patients benefit from
the expertise and capabilities of a broad network of leading
specialists and specialized technology. At CarePoint Health, all
medical professionals emphasize preventive medicine and focus on
educating patients to make healthy life choices. For more
information on its facilities, partners and services, visit
www.carepointhealth.org.
CarePoint Health Systems Inc., doing business as Just Health
Foundation, and its affiliates filed voluntary petitions for relief
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.
Del. Lead Case No. 24-12534) on Nov. 3, 2024, with up to $1 million
in assets and up to $50,000 in liabilities.
Judge J. Kate Stickles oversees the cases.
The Debtors tapped Dilworth Paxson LLP as legal counsel, Ankura
Consulting as financial advisor, and Epiq Corporate Restructuring,
LLC as claims and noticing agent.
CENTENNIAL HOUSING: Washington Regional Seeks Ch. 11 Bankruptcy
---------------------------------------------------------------
Madeline Ashley of Becker's Hospital Review reports that on October
29, 2024, Washington Regional Medical Center filed for Chapter 11
bankruptcy to restructure its finances while maintaining
uninterrupted patient care.
The 25-bed critical access hospital will remain open, with daily
operations unaffected and no impact on employees or patients,
according to a news release shared with Becker’s.
The hospital engaged financial and restructuring experts to assist
with the decision, aiming to stabilize its finances, improve
operational efficiency, and continue investing in medical
advancements, technology, and skilled staff.
This reorganization is also intended to help the hospital preserve
care standards, enhance patient outcomes, and protect staff and
services.
"Filing for Chapter 11 is a proactive and positive move toward a
stronger future for Washington Regional Medical Center," stated CEO
Frank Avignone. "Our commitment to patients and the community
remains our top priority, and this process will ensure we can keep
providing the high-quality care our community expects."
About Centennial Housing & Community Services
Centennial Housing & Community Services Corp., doing business as
Washington Regional Medical Center, is a 25-bed critical access
hospital offering a broad range of healthcare services.
Centennial Housing & Community Services Corp. sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No.
24-03469) on October 29, 2024. In the petition filed by Todd
Mobley, as chairman of the Board, the Debtor reports total assets
of $6,970,517 and total liabilities of $11,730,050.
The Debtor is represented by:
Jason L. Hendren, Esq.
HENDREN, REDWINE & MALONE, PLLC
4600 Marriott Drive
Suite 150
Raleigh, NC 27612
Tel: (919) 420-7867
Fax: (919) 420-0475
Email: jhendren@hendrenmalone.com
CHEMOURS CO: S&P Rates New $600MM Senior Unsecured Notes 'BB-'
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '4'
recovery rating to The Chemours Co.'s proposed $600 million senior
unsecured notes due 2033. The '4' recovery rating indicates its
expectation for average (30%-50%; rounded estimate: 30%) recovery
in the event of a payment default.
S&P expects the company will use the proceeds from the unsecured
notes to pay down its existing EUR441 million senior unsecured
notes due 2026 and for other general corporate purposes.
S&P based its rating on the preliminary terms and conditions of the
issuance. Its 'BB-' issuer credit rating and negative outlook on
The Chemours Co. are unchanged.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- The company's capital structure comprises a $900 million senior
secured revolving credit facility, a senior secured term loan B due
2028, and senior unsecured notes.
-- S&P said, "We assess Chemours' recovery prospects on the basis
of an assumed net reorganization value of approximately $3.3
billion in 2028 to support creditor recoveries after Chapter 11
administrative expenses. We assume about 60% of the recovery value
would relate to Chemours' U.S. operations (reflecting value
attributable to obligors: Chemours and its domestic subsidiaries
that will guarantee the credit facilities and the notes) and about
40% to its non-U.S. operations (reflecting value attributable to
nonobligors: Chemours' foreign subsidiaries)."
-- S&P understands that the collateral package for the credit
facilities encompasses substantially all of Chemours' U.S. assets,
plus pledges of subsidiary stock effectively, giving the lenders a
priority claim to about 65% of value that S&P attributes to the
company's foreign operations.
Simulated default assumptions
-- Year of default: 2028
-- EBITDA at emergence: Approximately $682 million
-- Implied enterprise value multiple: 5x
-- Gross enterprise value: $3.41 billion
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $3.24
billion
-- Obligor/nonobligor valuation split: 60%/40%
-- Total collateral value for first-lien secured debt: $2.68
billion
-- Total senior secured claims: About $2.27 billion
-- Estimated unsecured claims: About $2.57 billion
-- Total value available to unsecured claims: About $856 million
--Recovery expectations for senior secured debt: 90%-100%
(rounded estimate: 95%)
--Recovery expectations for unsecured debt: 30%-50% (rounded
estimate: 30%)
CHESSWOOD GROUP: Commences Proceedings Under CCAA
-------------------------------------------------
The Ontario Superior Court of Justice (Commercial List) issued an
order ("Initial Order") commencing proceedings under the Companies'
Creditors Arrangement Act, as amended ("CCAA") in respect of
Chesswood Group Limited. The Initial Order granted, among other
things, an initial stay of proceedings in favour of the CCAA
Parties until and including Nov. 8, 2024, which may be extended by
further order of the Court from time to time.
FTI Consulting Canada Inc. is the Court-appointed monitor
("Monitor") of the CCAA Parties.
A hearing to consider certain additional relief in respect of the
CCAA Proceedings was scheduled for Nov. 7, 2024 ("Comeback
Hearing"). At the Comeback Hearing, any interested party who
wishes to amend or vary the Initial Order may be entitled to appear
or bring a motion before the Court in accordance with the
requirements set out in the Initial Order. Court materials and
updates as to the time and location of the Comeback Hearing will be
made available on the Monitor's website at
http://cfcanada.fticonsulting.com/chesswood.
Pursuant to the Initial Order, all persons having oral or written
agreements with the CCAA Parties, or statutory or regulatory
mandates for the supply of goods, intellectual property, and/or
services, including, without limitation, all computer software,
communication and other data services, centralized banking
services, cash management services, payroll and benefit services,
insurance, transportation services, utility or other services to
the Business or the CCAA Parties, are restrained until further
Order of the Court from discontinuing, altering, interfering with
or terminating the supply of such goods or services as may be
required by the CCAA Parties, and that the CCAA Parties are
entitled to the continued use of their current premises, telephone
numbers, facsimile numbers, internet addresses and domain names,
provided in each case that the normal prices or charges for all
such goods or services received after the date of the Initial Order
are paid by the CCAA Parties in accordance with normal payment
practices of the CCAA Parties or such other practices as may be
agreed upon by the supplier or service provider and the applicable
CCAA Parties and the Monitor, or as may be ordered by the Court.
No claims procedure has been approved by the Court and creditors
are therefore not required to file a proof of claim at this time.
If a claims process is later established and approved by the Court,
the necessary documents will be posted on the Monitor’s Website.
If you would like copies of the materials filed in respect of the
CCAA Proceedings or have any questions regarding the foregoing or
require further information, please consult the Monitor’s Website
or contact the Monitor by calling 416-649-8103 or toll free at
1-833-440-8545 or by emailing chesswood@fticonsulting.com
The Monitor can be reached at:
FTI Consulting Canada Inc.
79 Wellington Street West, Suite 2010
TD Centre, TD South Tower
Toronto, Ontario M5K 1G8
Jeffrey Rosenberg
Tel: 416-312-9293
Email: jeffrey.rosenberg@fticonsulting.com
Dean Mullett
Email: dean.mullett@fticonsulting.com
Jodi Porepa
Email: jodi.porepa@fticonsulting.com
Lawyers for the Monitor:
Osler, Hoskin & Harcourt LLP
1 First Canadian Place
100 King Street West, Suite 6200
Toronto, Ontario M5X 1B8
Marc Wasserman
Tel: 416-862-4908
Email: mwasserman@osler.com
Dave Rosenblat
Tel: 416-862-5673
Email: drosenblat@osler.com
Sean Stidwill
Tel: 416-862-4217
Email: sstidwill@osler.com
U.S. Lawyers for the Monitor:
Alston & Bird LLP
90 Park Avenue
New York, NY 10016
Stephen Blank
Tel: 212-210-9472
Email: Stephen.Blank@alston.com
Dylan Cassidy
Tel: 212-210-9446
Email: Dylan.Cassidy@alston.com
Lawyers for the Company:
Blake, Cassels & Graydon LLP
199 Bay Street
Suite 4000, Commerce Court West
Toronto, Ontario M5L 1A9
Kelly Bourassa
Tel: 416-863-2421
Email: kelly.bourassa@blakes.com
Milly Chow
Tel: 416-863-2594
Email: milly.chow@blakes.com
Jake Harris
Tel: 416-863-2523
Email: jake.harris@blakes.com
Mccarthy Tetrault LLP
Suite 5300, TD Bank Tower, Box 48
66 Wellington Street West
Toronto, Ontario M5K 1E6
Jamey Gage
Tel: 416-601-7539
Email: jgage@mccarthy.ca
Gary Litwack
Tel: 416-601-7591
Email: glitwack@mccarthy.ca
Saneea Tanvir
Tel: 416-601-8181
Email: stanvir@mccarthy.ca
Chesswood Group Limited -- https://www.chesswouldgroup.com/ --
operates primarily in the specialty finance industry in North
America.
COFFEE HOLDING: All Three Proposals Approved at Annual Meeting
--------------------------------------------------------------
Coffee Holding Co., Inc. held its Annual Meeting of Stockholders
during which the Stockholders:
1. Elected each of Andrew Gordon, Daniel Dwyer and Barry
Knepper to hold office for a term of three years, until his
successor is duly elected and qualified or he is otherwise unable
to complete his term;
2. Ratified the appointment of Marcum LLP as the Company's
independent registered public accounting firm for the Company's
fiscal year ending October 31, 2024; and
3. Approved, on an advisory basis, the Company's executive
compensation.
About Coffee Holding Co.
Staten Island, N.Y.-based Coffee Holding Co., Inc. is an integrated
wholesale coffee roaster and dealer located in the United States.
The Company's core products can be divided into three categories:
(1) Wholesale Green Coffee; (2) Private Label Coffee; and (3)
Branded Coffee.
As of April 30, 2024, the Company had $34.92 million in total
assets, $10.88 million in total liabilities, and $24.04 million in
total stockholders' equity.
New York, N.Y.-based Marcum LLP, the Company's auditor from 2013 to
2021 and subsequently reappointed in 2022, issued a "going concern"
qualification in its report dated February 9, 2024, citing that the
Company's line of credit is maturing on June 30, 2024, and there
are certain financial covenants that the Company is in violation of
with the lender. The Company has not received a waiver from the
lender, which has reserved its right to exercise its rights and
remedies at any time in its sole discretion. The auditor noted that
the uncertainties surrounding the ability to receive a waiver and
extend its line of credit when it becomes due raise substantial
doubt as to whether existing cash and cash equivalents will be
sufficient to meet its obligations as they become due within 12
months from the date the consolidated financial statements were
issued.
CONNEXA SPORTS: Names New Auditor Amid SEC Charges Vs. Olayinka
---------------------------------------------------------------
Connexa Sports Technologies Inc. disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that on
October 30, 2024, the Board of Directors and the audit committee of
the Company approved the engagement of Bush & Associates CPA as the
Company's independent registered public accounting firm for the
fiscal year ended April 30, 2025, effective immediately, and
dismissed Olayinka Oyebola & Co as the Company's independent
registered public accounting firm.
Until B&A was engaged on October 31, 2024, OOC was the Company's
auditor and had audited the Company's consolidated financial
statements for the fiscal years ended April 30, 2023 and 2024.
The reason for the dismissal of OOC and the engagement of B&A is
that due to the charges brought by the U.S. Securities and Exchange
Commission against OOC for allegedly aiding and abetting a
securities fraud, the risk of continuing with OOC as the Company's
auditor is no longer tolerable to the Company.
OOC's reports on the consolidated financial statements of the
Company for the years ended April 30, 2024 and 2023 did not contain
an adverse opinion or a disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope, or accounting
principles, other than an explanatory paragraph regarding the
Company's ability to continue as a going concern.
During the course of OOC's engagement there were no disagreements
with OOC on any matters of accounting principles or practices,
financial statement disclosure or auditing scope and procedures
which, if not resolved to the satisfaction of OOC, would have
caused OOC to make reference to the matter in its audit opinion.
There were no reportable events (as that term is described in Item
304(a)(1)(v) of Regulation S-K) during the period OOC was engaged
as the Company's auditor.
About Connexa Sports
Headquartered in Windsor Mill, Maryland, Connexa Sports
Technologies Inc. -- www.connexasports.com -- is a connected sports
company delivering products, technologies, and services across a
range of activities in sports. Connexa's mission is to reinvent
sports through technological innovation driven by an unwavering
focus on today's sports consumer.
Lagos, Nigeria-based Olayinka Oyebola & Co., the Company's former
auditor 2023, issued a "going concern" qualification in its report
dated July 24, 2024, citing that the Company suffered an
accumulated deficit of $(167,387,028), net loss of $(15,636,418),
and decline in net sales. These matters raise substantial doubt
about the Company's ability to continue as a going concern.
As of July 31, 2024, Connexa Sports had $23.2 million in total
assets, $13.7 million in total liabilities, and $9.4 million in
total stockholders' equity.
CPC ERICSSON: Seeks to Tap Gary W. Cruickshank as Legal Counsel
---------------------------------------------------------------
CPC Ericsson Street, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Massachusetts to employ Gary W.
Cruickshank, attorney practicing in Boston, Massachusetts, as
counsel.
Mr. Cruickshank will render these services:
(a) assist and advise the Debtor in the formulation and
presentation of a Plan of Reorganization and Disclosure Statement;
(b) advise the Debtor as to its duties and responsibilities;
and
(c) perform such other legal services as may be required
during the course of this Chapter 11 case.
The attorney will be paid at his hourly rate of $425.
Mr. Cruickshank disclosed in a court filing that he is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The attorney can be reached at:
Gary W. Cruickshank, Esq.
10 Post Office Square, Suite 800 South
Boston, MA 02109
Telephone: (617) 330-1960
Email: gwc@cruickshank-law.com
About CPC Ericsson Street
CPC Ericsson Street LLC is primarily engaged in renting and leasing
real estate properties.
CPC Ericsson Street LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 24-12129) on October 24,
2024. In the petition filed by Ryan P. Sillery, authorized
signatory, the Debtor reports estimated assets between $10 million
and $50 million and estimated liabilities between $1 million and
$10 million.
Judge Janet E. Bostwick oversees the case.
Gary W. Cruickshank, Esq., serves as the Debtor's counsel.
CREAGER MERCANTILE: Updates Unsecured Claims Pay; Amends Plan
-------------------------------------------------------------
Creager Mercantile Co. submitted an Amended Plan of Reorganization
dated September 27, 2024.
The Debtor's Plan is feasible based upon the Debtor's prepared
projections, which reflect a conservative prediction of the
Debtor's operations during the term of the Plan.
As evidenced by the projections, the Debtor anticipates that its
income will be positive each year of the Plan, and will generate
sufficient revenue to meet its obligations under the Plan. The
Debtor has used its best efforts to prepare accurate projections.
The Debtor's actual income will fluctuate based on actual sales and
changes in the market.
Class 7 is comprised of the Allowed General Unsecured Claims
holding unsecured claims against the Debtor. Class 7 shall receive
a pro-rata distribution equal to an escalating percentage of the
Debtor's Gross Revenue calculated on annual basis for a five-year
period beginning on the one-year anniversary of the Effective Date
of the Plan ("Class 7 Plan Term") as follows:
* Year 1: 0.001%
* Year 2: 0.03%
* Year 3: 0.1%
* Year 4: 0.4%
* Year 5: 2.2%
Commencing on the first day of the second calendar year following
the commencement of the Class 7 Plan Term and continuing each year
thereafter, the Debtor shall distribute an amount equal to the
respective percentage of the prior year's Gross Revenue. By way of
example, if the Plan is confirmed in December 2024, the first
distribution shall be made annually based on the Gross Revenue
generated from January 2025 through December 2025.
Based on the Debtors' projections, the Debtor estimates that Class
7 Claims will receive approximately $677,545 over a five-year
period, or approximately 27% on account of their claims totaling
approximately $2.47 million.1 Upon request by any party in
interest, the Debtor shall provide an annual financial statement,
including amounts disbursed to creditors in accordance with the
Plan.
The Debtor shall be entitled to retire the entire obligations to
Class 7 Creditors at any time during the first two years of the
Class 7 Plan Term by making a single pro rata distribution of
$200,000, less amounts previously disbursed to unsecured creditors.
In addition to the amounts set forth, Class 7 shall receive fifty
percent of the amounts recovered for claims arising under Chapter 5
after payment of attorney fees, cost of litigation, and cost of
recovery.
On the Effective Date of the Plan, Donald "Chip" Creager shall be
appointed pursuant to Section 1142(b) of the Bankruptcy Code for
the purpose of carrying out the terms of the Plan, and taking all
actions deemed necessary or convenient to consummating the terms of
the Plan. Mr. Creager shall continue to receive an annual salary in
the amount of $71,775, subject to adjustment as the Debtor
determines is reasonable and appropriate. In addition to the
compensation set forth, Mr. Creager may receive additional
compensation from the company, including a reduction of his
liabilities through payment of claims for which Mr. Creager has
issued a guaranty by the Debtor.
A full-text copy of the Amended Plan dated September 27, 2024 is
available at https://urlcurt.com/u?l=ebdbZc from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Jeffrey S. Brinen, Esq.
Jenny M.F. Fujii,
Kutner Brinen Dickey Riley, PC
1660 Lincoln Street, Suite 1720
Denver, CO 80264
Telephone: (303) 832-2400
E-mail: jsb@kutnerlaw.com
About Creager Mercantile Co.
Creager Mercantile Co. is a a wholesale grocery distributor.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Colo. Case No. 24-12652-KHT) on May 16,
2024. In the petition signed by Donald Creager, president, the
Debtor disclosed $10 million in both assets and liabilities.
Judge Kimberly H. Tyson oversees the case.
Jeffrey S. Brinen, Esq., at Kutner Brinen Dickey Riley PC,
represents the Debtor as legal counsel.
CREPERIE D AMOUR: Court OKs Cash Collateral Access Thru Nov. 20
---------------------------------------------------------------
Creperie D Amour Inc. received interim approval from the U.S.
Bankruptcy Court for the Northern District of Illinois, Eastern
Division, to use cash collateral until Nov. 20.
Specifically, Creperie was permitted to use the cash collateral of
Credibly of Arizona, LLC and The U.S. Small Business Administration
to the extent needed to pay operating expenses.
Creperie's budget shows total projected expenses of $83,716.21 for
October and November.
Credibly and the SBA were granted a replacement lien on the assets
of the cash collateral subsequent to Creperie's Chapter 11 filing,
subject to the extent and validity of the lien.
The next hearing is scheduled for Nov. 19, 2024.
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.
CROWNCO INC: Court Approves Interim Use of Cash Collateral
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Riverside Division, granted Crownco Inc. authorization to use cash
collateral on an interim basis in accordance with its projected
budget.
Pending the final hearing, Crownco may exceed the disbursements
forecasted in the budget by up to 15% on a line-by-line basis and
may exceed aggregate disbursements forecasted in the budget by a
total of 15%. To the extent any amount in a disbursement category
is unused during a particular period, that amount will be preserved
and available for use in any subsequent period.
Any alleged holder of a lien on cash collateral will receive a
replacement lien with the same priority and validity as its
-pre-bankruptcy lien.
The next hearing is scheduled for Nov. 26.
About Crownco Inc.
Crownco Inc. provides construction solutions for the building
community, including production services, warranty services or
SB800 repair services. The Company has developed innovative systems
that ensure every job is completed in the utmost time efficient
manner with the highest level of precision and service.
Crownco Inc. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. C.D. Cal. Case No. 24-16205) on Oct. 16, 2024. In the
petition filed by Charles E. Morrison, chief executive officer, the
Debtor reports total assets of $896,358 and total liabilities of
$5,175,883.
Judge Scott M. Grossman oversees the cases.
Goe Forsythe & Hodges LLP serves as the Debtor's counsel.
CRYOMASS TECHNOLOGIES: Incurs $1.1 Million Net Loss in 3rd Quarter
------------------------------------------------------------------
Cryomass Technologies Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $1.10 million on $5,000 of revenues for the three months ended
Sept. 30, 2024, compared to a net loss of $1.45 million on $0 of
revenues for the three months ended Sept. 30, 2023.
For the nine months ended Sept. 30, 2024, Cryomass reported a net
loss of $5.28 million on $24,189 of revenues, compared to a net
loss of $9.41 million on $0 of revenues for the nine months ended
Sept. 30, 2023.
As of Sept. 30, 2024, the Company had $1.13 million in total
assets, $10.57 million in total liabilities, and a total
shareholders' deficit of $9.44 million.
Cryomass said, "The Company believes that there is substantial
doubt about its ability to continue as a going concern. The
Company believes that its available cash balance as of the date of
this filing will not be sufficient to fund its anticipated level of
operations for at least the next twelve months. The Company
believes that, at the present time, its ability to continue
operations depends on cash expected to be available from planned
equipment sales and processing fees in connection with future
revenue generation, or possibly from debt or equity investments, to
fund its anticipated level of operations for at least the next
twelve months. As of September 30, 2024, the Company had a working
deficit of $6,946,821 and cash balance of $183,439. The Company
estimates that it needs approximately $3,600,000 to cover overhead
costs and has contingent capital expenditure requirements of up to
$2,700,000, depending on the level of equipment sales, over the
next twelve months. The Company believes that it will continue to
incur losses for the immediate future. The Company expects to
finance future cash needs from the results of operations and
additional financing until the Company can achieve profitability
and positive cash flows from operating activities. However, there
can be no assurance that the Company will receive sufficient
operating cash flow from operations or that we will be able to
attract the additional financing, if necessary.
"The continuation of our Company as a going concern is dependent
upon the continued financial support from our shareholders, the
ability of our Company to obtain necessary equity, debt or other
financing to continue operations, and ultimately the attainment of
profitable operations."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1533030/000121390024095916/ea0218311-10q_cryomass.htm
About Cryomass Technologies Inc.
Headquartered in Denver, CO, Cryomass Technologies Inc.'s business
portfolio includes the accounts of Cryomass LLC, Cryomass
California LLC and 1304740 BC ULC dba Cryomass Canada, which are
100% owned by Cryomass Technologies Inc. CryoMass Technologies
Inc. develops and licenses cutting-edge equipment and processes to
refine harvested cannabis, hemp, and other premium crops. The
Company's patented technology harnesses liquid nitrogen to reduce
biomass and then efficiently isolate, collect and preserve delicate
resin glands (trichomes) containing prized compounds like
cannabinoids and terpenes. Building on this technology, CryoMass
has engineered its premier Trichome Separation unit (CryoSift
Separator), optimized via patented cryogenic processes to rapidly
capture intact, high-value cannabis and hemp trichomes (CryoSift).
Much like sugar and flour refinements, the resulting CryoSift
concentrate is a superior product compared to unprocessed biomass.
For cultivators, reducing biomass into CryoSift slashes volume up
to 80%, dramatically lowering storage, handling, and transportation
costs. Properly stored, CryoSift prevents potency and terpene
degradation, preserving value. For processors, the minimized input
volume also enables considerable cost savings and logistics
advantages. Extracting from CryoSift using solvents and
manufacturing solventless products unlocks industrial scale yields
unattainable otherwise. CryoMass anticipates its efficiencies will
catalyze industry-wide shifts in cannabis and hemp post-harvest
methods. Additionally, the technology shows promise for diverse
trichome-rich plants.
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2024, issued a "going concern" qualification in its report
dated June 13, 2024 citing that the Company has a working capital
deficit, recurring losses from operations, and limited cash
resources to meet future operating requirements. This raises
substantial doubt about the Company's ability to continue as a
going concern.
CTS LOGISTICS: Jean Goddard Named Subchapter V Trustee
------------------------------------------------------
The Acting U.S. Trustee for Region 15 appointed Jeanne Goddard, a
certified public accountant at NGS, LLP, as Subchapter V trustee
for CTS Logistics Group, LLC.
Ms. Goddard will be paid an hourly fee of $260 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Goddard declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jeanne Goddard, CPA, CFE, CIRA
NGS, LLP
6120 Paseo Del Norte Suite A-1
Carlsbad, CA 92011
Phone: (760) 930-0282
Email: jgoddard@NGSLLP.com
About CTS Logistics Group
CTS Logistics Group, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Calif. Case No. 24-03957) on
October 24, 2024, with $50,000 to $100,000 in assets and $1 million
to $10 million in liabilities. Marco Morales, manager, signed the
petition.
Charles E. Brumfield, Esq., at the Law Offices of Charles E.
Brumfield represents the Debtor as bankruptcy counsel.
CURIS INC: Thomas Satterfield Discloses 8.05% Stake as of Oct. 30
-----------------------------------------------------------------
Thomas A. Satterfield, Jr. disclosed in Schedule 13G filed with the
U.S. Securities and Exchange Commission that as of October 30,
2024, he beneficially owned 690,432 shares of Curis, Inc.'s common
stock, representing 8.05% of the 5,978,945 shares of common stock
of Curis outstanding as of July 25, 2024, as reported by the
Company on its Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2024 and the Company's subsequent sale of
2,398,414 shares of common stock, as reported by the Company in its
Current Report on Form 8-K filed on October 29, 2024. This assumes
the exercise of the 198,216 warrants beneficially owned by Mr.
Satterfield.
With respect to the beneficial ownership report for Thomas A.
Satterfield, Jr., 94,465 shares of Common Stock and 59,465 shares
of Common Stock issuable upon exercise of Warrants are held by
Tomsat Investment & Trading Co., Inc, a corporation wholly owned by
Mr. Satterfield and of which he serves as President; 199,286 shares
of Common Stock and 79,286 shares of Common Stock issuable upon
exercise of Warrants are held by A.G. Family L.P., a partnership
managed by a general partner controlled by Mr. Satterfield; and
120,000 shares are held by Caldwell Mill Opportunity Fund, LLC
which fund is managed by an entity of which Mr. Satterfield owns a
50% interest and serves as Chief Investment Manager.
A full-text copy of Mr. Satterfield's SEC Report is available at:
https://tinyurl.com/3tvx97zj
About Curis
Lexington, Mass.-based Curis, Inc. is a biotechnology company
focused on the development of emavusertib (CA-4948), an orally
available, small molecule inhibitor of Interleukin-1 receptor
associated kinase, or IRAK4. IRAK4 plays an essential role in the
toll-like receptor, or TLR, and interleukin-1 receptor, or IL-1R,
signaling pathways, which are frequently dysregulated in patients
with Cancer.
As of March 31, 2024, the Company had $62 million in total assets,
$52.6 million in total liabilities, and $9.5 million in total
stockholders' equity.
Boston, Mass.-based PricewaterhouseCoopers, the Company's auditor
since 2002, issued a "going concern" qualification in its report
dated February 8, 2024, citing that the Company has incurred losses
and cash outflows from operations that raise substantial doubt
about its ability to continue as a going concern."
DENALI CONSTRUCTION: Hires Munsch Hardt Kopf & Harr as Attorney
---------------------------------------------------------------
Denali Construction Services, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire Munsch
Hardt Kopf & Harr, P.C. as attorneys.
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:
Thomas Berghman, Shareholder $700
Marc Taubenfeld, Shareholder $600
Jonathan Petree, Associate $400
Heather Valentine, Paralegal $235
In addition, the firm will seek reimbursement for expenses
incurred.
On Oct. 4, 2024, Munsch Hardt received a retainer of $75,000.
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 Denali Construction Services
Denali Construction Services, LLC provides mechanical solutions for
commercial, government, and industrial projects ranging from
preventive maintenance, renovation, remodel, and retrofit to new
construction ventures. Its specialty areas are municipalities,
airports, schools, colleges, hospitals, secured-government
facilities, correctional facilities, and manufacturers.
Denali sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. N.D. Texas Case No. 24-33155) with $1 million to $10
million in both assets and liabilities. Michelle L. Thrailkill,
president and managing member, signed the petition.
The Debtor is represented by Thomas Daniel Berghman, Esq., at
Munsch Hardt Kopf & Harr, PC.
DENALI CONSTRUCTION: Hires Nelson Law Group as Special Counsel
--------------------------------------------------------------
Denali Construction Services, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire Nelson
Law Group, P.C. as special counsel.
The firm will render these services:
a. provide representation and legal advice to the Debtor
throughout litigation in the Adversary Proceeding as well as
representation and legal advice to the Debtor relating to
construction law related issues;
b. prepare on behalf of the Debtor all motions, applications,
answers, orders, reports, and other legal papers and documents to
further the Debtor's interests and objectives in the Adversary
Proceeding and to represent the Debtor at all related hearings and
trials;
c. appear before this Court and any appellate courts or other
courts having jurisdiction over any matter associated with the
Adversary Proceeding;
d. defend the Debtor against any and all actions and claims
made against the Debtor and its property in the Adversary
Proceeding or otherwise; and
e. prepare and facilitate communications on behalf of the
Debtor regarding lien notices and other customer, vendor, and
supplier relations.
The firm will be paid at these rates:
Brett A. Nelson, Senior Counsel $600 per hour
Cullen J. Angonia, Associate $325 per hour
Kandis M. Rees, Paralegal $175 per hour
Brett Nelson, senior counsel of The Nelson Law Group, disclosed in
a court filing that he and his firm do not hold or represent any
interest adverse to the Debtors or their bankruptcy estates.
The firm can be reached through:
Brett A. Nelson
NELSON LAW GROUP, PC
700 Parker Square, Suite 220
Flower Mound, TX 75028
Tel: (972) 808-7227
Fax: (972) 808-7296
Email: Brett@nelsonlawgrouppc.com
About Denali Construction Services
Denali Construction Services, LLC provides mechanical solutions for
commercial, government, and industrial projects ranging from
preventive maintenance, renovation, remodel, and retrofit to new
construction ventures. Its specialty areas are municipalities,
airports, schools, colleges, hospitals, secured-government
facilities, correctional facilities, and manufacturers.
Denali sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. N.D. Texas Case No. 24-33155) with $1 million to $10
million in both assets and liabilities. Michelle L. Thrailkill,
president and managing member, signed the petition.
The Debtor is represented by Thomas Daniel Berghman, Esq., at
Munsch Hardt Kopf & Harr, PC.
DIGITAL ALLY: Corrects Omission in Articles of Incorporation
------------------------------------------------------------
Digital Ally, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that on October 28, 2024,
the Company filed a certificate of correction with the Secretary of
State of Nevada to its articles of incorporation, as amended.
The First Certificate of Correction was filed to correct an
omission in the Company's certificate of amendment to Article XI of
its Articles of Incorporation, filed with the Secretary of State of
Nevada on February 7, 2023. Specifically, the Certificate of
Amendment erroneously omitted 10,000,000 shares of capital stock
designated as preferred stock of the Company and the description
thereof, as previously authorized and that was included in its
original articles of incorporation. On October 30, 2024, due to a
filing error on the First Certificate of Correction, the Company
filed a subsequent certificate of correction to correct Article XI
of its Articles of Incorporation with the Secretary of State of
Nevada.
About Digital Ally
The business of Digital Ally (NASDAQ: DGLY) (with its wholly-owned
subsidiaries, Digital Ally International, Inc., Shield Products,
LLC, Digital Ally Healthcare, LLC, TicketSmarter, Inc., Worldwide
Reinsurance, Ltd., Digital Connect, Inc., BirdVu Jets, Inc., Kustom
440, Inc., Kustom Entertainment, Inc., and its majority-owned
subsidiary Nobility Healthcare, LLC), is divided into three
reportable operating segments: 1) the Video Solutions Segment, 2)
the Revenue Cycle Management Segment and 3) the Entertainment
Segment. The Video Solutions Segment is the Company's legacy
business that produces digital video imaging, storage products,
disinfectant and related safety products for use in law
enforcement, security and commercial applications. This segment
includes both service and product revenues through its subscription
models offering cloud and warranty solutions, and hardware sales
for video and health safety solutions. The Revenue Cycle Management
Segment provides working capital and back-office services to a
variety of healthcare organizations throughout the country, as a
monthly service fee. The Entertainment Segment acts as an
intermediary between ticket buyers and sellers within the Company's
secondary ticketing platform, ticketsmarter.com, and the Company
also acquires tickets from primary sellers to then sell through
various platforms.
New York, NY-based RBSM LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated April 1,
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.
DILLON'S MACHINE: Seeks to Hire POHL PA as Bankruptcy Counsel
-------------------------------------------------------------
Dillon's Machine Shop, LLC seeks approval from the U.S. Bankruptcy
Court for the District of South Carolina to hire Robert A. Pohl,
Esquire of POHL, PA as its bankruptcy counsel.
The firm's services include:
a. providing the Debtor with 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
creditors;
b. providing legal advice regarding the Debtor's
responsibility to provide insurance and bank account information
and file monthly operating reports, plan of reorganization,
disclosure statement, and final report; and
c. preparing bankruptcy schedules, statement of financial
affairs, reports, plan of reorganization and other documents.
The hourly rates charged by the firm's attorneys and paralegals are
as follows:
Attorneys $425 per hour
Paralegals $75 per hour
The firm will be paid a retainer in the amount of $10,000 and will
be reimbursed for its out-of-pocket expenses.
Robert Pohl, Esq., a partner at Pohl, PA, 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 at:
Robert A. Pohl, Esq.
POHL, PA
P.O. Box 27290
Greenville, SC 29616
Tel: (864) 233-6294
Fax: (864) 558-5291
Email: Robert@POHLPA.com
About Dillon's Machine Shop, LLC
Dillon's Machine Shop, LLC sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 24-03540)
on Sep. 30, 2024, listing $100,001 to $500,000 in both assets and
liabilities.
Judge Helen E Burris presides over the case.
Robert A. Pohl, Esq. at Pohl, P.A. represents the Debtor as
counsel.
DUNKMAN PAINT: Hires Berman Hopkins Wright and LaHam as Accountant
------------------------------------------------------------------
Dunkman Paint & Wallcovering, LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Berman Hopkins Wright and LaHam, CPAs & Associates, LLP as
accountant.
The firm will assist in preparing audit work, bank reconciliation,
budget preparation, customized reports, detailed general ledgers,
financial statements, general bookkeeping, payroll/check registers,
assist in the preparation and filing of the Debtor's federal income
tax returns.
The firm will charge $17,000 for its services.
Steven Rivera, CPA, an accountant at Berman Hopkins Wright and
LaHam, CPAs & Associates, 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:
Steven Rivera, CPA
Berman Hopkins Wright and LaHam, CPAs & Associates LLP
255 South Orange Avenue, #1200
Orlando, FL 32801
About Dunkman Paint & Wallcovering
Dunkman Paint & Wallcovering, LLC, offers paint & protective
coatings application services.
Dunkman Paint & Wallcovering sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01879) on
April 17, 2024, with $3,564,291 in assets and $2,337,670 in
liabilities. Paula Dunkman, CEO, signed the petition.
Judge Lori V. Vaughan presides over the case.
The Debtor tapped Frank M. Wolff, Esq. at Nardella & Nardella,
PLLC, as legal counsel and Steven Rivera, CPA, at Berman Hopkins
Wright and LaHam, CPAs & Associates LLP as accountant.
ECO ROOF: Gets Final Approval to Use Cash Collateral
----------------------------------------------------
Solar Inc. received final approval from the U.S. Bankruptcy Court
for the District of Colorado to use cash collateral.
The court authorized Solar to use cash collateral, including cash
in deposit accounts, accounts receivable, and proceeds from the
disposition of collateral, subject to the pre-bankruptcy liens of
La Plata Capital, LLC.
Solar is only permitted to expend cash collateral pursuant to its
budget, subject to reasonable fluctuation by no more than 15% for
each expense line item per month.
The company was ordered to make monthly payments to La Plata as set
forth in the budget and provide a replacement lien on the proceeds
of post-petition accounts.
La Plata was granted a continuing superpriority claim in the amount
of Solar's cumulative use of cash collateral, senior in priority of
payment over all administrative expenses, except for certain fees
including fees and expenses incurred and awarded to the company's
professionals.
About Eco Roof and Solar INC
Eco Roof and Solar Inc. specializes in renewable energy solutions,
particularly focused on solar energy systems and sustainable
roofing options. The Company aims to provide environmentally
friendly alternatives for residential and commercial properties,
emphasizing energy efficiency and reduced carbon footprints.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Col. Case No. 24-15628), listing between
$1 million and $10 million in estimated assets and between $10
million and $50 million in estimated liabilities. The petition was
signed by Dylan Lucas as president.
The Hon. Joseph G. Rosania Jr. presides over the case.
David V. Wadsworth, Esq., at Wadsworth Garber Warner Conrardy, P.C.
represents the Debtor as legal counsel.
EDMOUNDSON STEEL: Donald Brady Named Subchapter V Trustee
---------------------------------------------------------
The Acting U.S. Trustee for Region 13 appointed Donald Brady, Jr.,
Esq., at Brady Law Firm as Subchapter V trustee for Edmoundson
Steel Erection, Inc.
Mr. Brady will be paid an hourly fee of $300 for his services as
Subchapter V trustee and $60 per hour for actual travel time. In
addition, the Subchapter V trustee will receive reimbursement for
work-related expenses incurred.
Mr. Brady declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Donald A. Brady, Jr.
Brady Law Firm
P.O. Box 8816
Springdale, AR 72766
479-935-2632
don@bradylaw-nwa.com
About Edmoundson Steel Erection
Edmoundson Steel Erection, Inc. is a construction company based out
of Fort Smith, Ariz.
Edmoundson Steel Erection sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Ark. Case No.
24-71778) on Oct. 25, 2024, with $100,000 to $500,000 in assets and
$1 million to $10 million in liabilities. John Balley, company
owner, signed the petition.
Judge Bianca M. Rucker handles the case.
The Debtor is represented by Stanley V. Bond, Esq., at Bond Law
Office.
EDWARDS PETROLEUM: Seeks to Hire Ballstaedt Law Firm as Counsel
---------------------------------------------------------------
Edwards Petroleum Transport, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Nevada to employ Ballstaedt
Law Firm, LLC, doing business as Fair Fee Legal Services, as
counsel.
The firm will provide these services:
(a) institute, prosecute, or defend any contested matters
arising out of this bankruptcy proceeding in which the Debtor may
be a party;
(b) assist in the recovery and liquidation of estate assets,
and assist in protecting and preserving the same when necessary;
(c) assist in determining the priorities and statuses of
claims and in filing objections thereto when necessary;
(d) assist in preparation of a disclosure statement and
Chapter 11 plan of reorganization; and
(e) advise the Debtor and perform all other legal services
which may be or become necessary in this bankruptcy procceding.
The firm will be paid at these hourly rates:
Attorneys $350
Paralegals $150
In addition, the firm will seek reimbursement for expenses
incurred.
The firm also received a retainer of $10,000 from the Debtor.
Seth Ballstaedt, Esq., an attorney at Fair Fee Legal Services,
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:
Seth D. Ballstaedt, Esq.
Fair Fee Legal Services
8751 W. Charleston Blvd., Ste. 230
Las Vegas, NV 89117
Telephone: (702) 715-0000
Email: help@bkvegas.com
About Edwards Petroleum Transport
Edwards Petroleum Transport, LLC operates in the general freight
trucking industry.
Edwards Petroleum Transport sought relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
24-15170) on Oct. 3, 2024, with $500,000 to $1 million in assets
and $1 million to $10 million in liabilities. Robert Egbert
Edwards, managing member, signed the petition.
Judge Natalie M. Cox oversees the case.
The Debtor is represented by Seth D. Ballstaedt, Esq., at Fair Fee
Legal Services.
EMRLD BORROWER: Fitch Gives BB Rating to Proposed Term Loan B
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating and Recovery Rating of
'RR2' to EMRLD Borrower LP's (dba Copeland) proposed senior secured
term loan B. The proceeds will be used to fund an equity
distribution. EBITDA leverage is expected to increase incrementally
above 6.0x in FY25, but decline to 5.5x-6.0x in the following
fiscal year.
Fitch has also affirmed Copeland's Long-Term Issuer Default Rating
(IDR) at 'B+' with a Stable Rating Outlook and has affirmed
Copeland's asset-backed lending (ABL) facility at 'BB+'/'RR1' and
senior secured debt at 'BB'/'RR2'.
Copeland's rating reflects the company's strong operating profile
and profitability. These are comparable to low-investment grade
peers, balanced against weaker leverage and coverage metrics after
the seller note repurchase.
Key Rating Drivers
Equity Distribution Extends Deleveraging: EMRLD Borrowing LP's
EBITDA leverage increased materially following the issuance of new
debt to repurchase Emerson's seller notes and Fitch downgraded
Copeland to 'B+' from 'BB'. Fitch believes Copeland has the
deleveraging capacity to reduce leverage to around 5x given the
company's strong profitability and positive FCF generation, and
management has identified opportunities for faster deleveraging.
The company's (CFO-Capex)/Debt in the mid-to high-single digits is
above average for similarly rated industrial peers. Copeland's
proposed terms loans to fund an equity distribution is expected to
extend the deleveraging path to around 5.0x within four years.
Copeland is 100% owned by a Blackstone-led consortium and does not
have a stated leverage target. Fitch believes Blackstone's
financial policy is aligned with its expectations of EBITDA
leverage between 5.0x-6.0x, consistent with its 'B+' IDR.
Business Profile Intact: Copeland's strong market position and
large operating scale, with annual revenues of more than $5 billion
and EBITDA of more than $1.2 billion, remains supportive of the
rating. The company is the clear market leader in heating,
ventilation, air conditioning and refrigeration (HVACR) compressors
and related solutions, with a well-recognized brand, technological
leadership and a global presence. Compressors are a mission
critical component of HVAC systems, consuming about 80% of system
power but accounting for just a small portion of overall HVAC unit
cost.
Stable Demand, Secular Tailwinds: Copeland has a long track record
of resilient operating performance through economic cycles. Its
revenues are supported by a large global installed base and
non-discretionary demand, with 80% of revenues tied to replacement
and aftermarket sales. At the same time, the company benefits from
secular growth drivers from an increased focus on sustainability
and energy efficiency, particularly in Europe where regulatory
changes are likely to accelerate the adoption of hydronic heat
pumps in lieu of boilers.
Strong Profitability: Copeland's strong and stable margin profile
reflects its technological leadership, market position and pricing
power. The company generates EBITDA margins in the low to mid-20s
and pre-distribution FCF margins in the high single-digits to low
teens. This is strong, even compared to investment-grade peers, and
gives the company significant financial flexibility. The company
restructured in recent years, and management identified additional
cost savings opportunities, with potential to further improve
EBITDA margins to the high 20s.
Blackstone PIK Instrument Treated as Equity: Fitch continues to
treat the PIK-only preferred instruments issued to the limited
partners of Emerald JV Holdings as equity, in accordance with
Fitch's criteria for rating Holdco PIK Shareholder Loans. The
securities are issued outside of the restricted group, subordinated
to third-party debt, and are PIK-only with no cash payment and
longer-dated final maturity compared to third-party debt.
Derivation Summary
Copeland's credit profile is supported by its leading market
position in the HVAC compressor market, large operating scale,
stable demand driven by replacement and aftermarket sales, and
strong FCF generation. Its business profile is comparable with
investment-grade peers such as Carrier (BBB+/Stable), Regal Rexnord
(BBB-/Stable), and Vontier (BBB-/Stable). However, the rating also
reflects Fitch's expectation of higher financial leverage and lower
interest coverage compared to the peers listed above.
The IDRs for EMRLD Borrower LP and Emerald JV Holdings L.P. are
assessed on a consolidated basis, using the strong subsidiary/weak
parent approach and open access and control factors. The assessment
is based on the parent and subsidiaries operating as a single
enterprise with strong legal and operational ties.
Key Assumptions
- Revenues: Revenues declining by 2% in fiscal 2024, followed by 3%
revenue growth annually from fiscal 2025 onwards.
- EBITDA margins improving to 26.5% through the forecast period.
- Capex: Capex will be temporarily higher in 2024-2025, driven by
new manufacturing facilities in lower cost locations and stabilize
at around 4% of revenues thereafter.
- Interest Rates: An effective interest rate of 5.8%-6.3% through
the forecast period
RECOVERY ANALYSIS
The recovery analysis assumes that Copeland would be reorganized as
a going-concern (GC) in bankruptcy rather than liquidated. Fitch
has assumed a 10% administrative claim.
The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which Fitch bases the
enterprise valuation. The GC EBITDA of $1.0 billion reflects a
hypothetical scenario in which the business faces a material,
sustained decline in demand at one or more of its segments and/or
end markets.
An enterprise valuation multiple of 7.0x is applied to the GC
EBITDA to calculate post-reorganization enterprise value. This
multiple considers Copeland's through-the-cycle cash flow profile
supported by the mission-critical nature of its products,
non-discretionary demand, leading market position and large
operating scale. It also considers valuation multiples for
comparable diversified industrial businesses.
The ABL revolver receives priority above the term loans and senior
secured notes in the distribution of value in the recovery
waterfall. The Recovery Rating analysis results in a 'BB+'/'RR1'
Recovery Rating for the ABL revolver and a 'BB'/'RR2' rating for
the senior secured notes and term loans.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Opportunistic or aggressive financial policy that leads to EBITDA
leverage sustained above 6.0x and EBITDA interest coverage
sustained Below 2.5x.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Commitment to a capital allocation and financial policy that lead
to EBITDA leverage sustained below 5.0x and EBITDA Interest
Coverage sustained above 3.0x;
- Demonstrated progress towards executing cost savings and growth
initiatives.
Liquidity and Debt Structure
As of June 30, 2024, Copeland's debt structure consists of an
undrawn ABL revolver, and $7.4 billion in secured debt that matures
in 2028-2031. The PIK preferred instrument issued to the limited
partners of Emerald JV Holdings is treated as non-debt in
accordance with Fitch's rating criteria.
The company's liquidity profile is adequate, with no near-term debt
maturities and capex needs that are well-covered by operating cash
flows.
Issuer Profile
EMRLD Borrower LP (d.b.a. Copeland) is a leading provider of
compression products, electronics, software and solutions across
many applications within HVACR, other heating applications, food
service, retail, transportation and health care/life sciences.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Emerald JV
Holdings L.P. LT IDR B+ Affirmed B+
EMRLD Borrower LP LT IDR B+ Affirmed B+
senior secured LT BB New Rating RR2
senior secured LT BB+ Affirmed RR1 BB+
senior secured LT BB Affirmed RR2 BB
senior secured LT BB Affirmed RR2 BB
EMRLD BORROWER: S&P Rates New $675MM Incremental Term Loan B 'BB-'
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '3'
recovery rating to EMRLD Borrower L.P.'s (Copeland) proposed $675
million incremental term loan B. The '3' recovery rating indicates
its expectation for meaningful (50%-70%; rounded estimate: 50%)
recovery in the event of a default.
Copeland will use the proceeds from the proposed term loan issuance
to fund a distribution to its financial sponsor Blackstone. The
debt-funded distribution follows Emerson Electric Co.'s exit from
the ownership structure in August 2024, which S&P noted as a
potential catalyst for more aggressive financial policy decision
making. This transaction negatively impacts our view of Copeland's
credit quality, as it believes it indicates a willingness to pursue
more aggressive financial policy decisions. Further, it represents
a deviation from S&P's previous view that the company's financial
policy and capital allocation plans were focused on reducing
leverage.
S&P said, "As a result of the transaction, we now forecast S&P
Global Ratings-adjusted leverage to increase to about 6.4x in
fiscal 2025 (ending Sept. 30, 2025), modestly above our previous
forecast of about 6x but below our downside threshold of 7x. Our
base case forecast is supported by our expectation for the company
to expand S&P Global Ratings-adjusted margins over the next 12-18
months, as separation and restructuring costs roll off, the company
realizes synergy opportunities and benefits from positive operating
leverage from anticipated revenue growth.
"We expect S&P Global Ratings-adjusted free operating cash flow
(FOCF) to debt will be below our downside threshold of 5% in fiscal
2025 primarily due to expected one-time restructuring and
standalone costs but will improve to the mid- to high-single-digit
percent in fiscal 2026. Further, we forecast EBITDA interest
coverage will remain solid at low- to mid-2x.
"As a result, our 'BB-' rating and stable outlook on Copeland are
unchanged, but we believe that additional leveraging shareholder
returns or acquisitions could cause pressure to the rating.
"We forecast a return to top-line growth in fiscal 2025, following
two years of annual revenue declines. This stems from growth in
Copeland's Americas HVAC business as residential channel destocking
headwinds abate and reduced interest rates stimulate the housing
market. We forecast soft though stabilizing demand trends will
persist in Europe as the region has gained greater clarity around
heat pump subsidy levels, though channel destocking in the region
remains a headwind to volumes. In addition, we believe the company
will continue to grow through incremental pricing. In total, we
forecast revenue growth in the low-single-digit percent area in
fiscal 2025.
"Copeland has outperformed our prior margin expectations despite
residential volume headwinds in Europe and the Americas, supported
by the company's pricing strategy, material input cost deflation,
cost out programs, and synergy execution. We now forecast S&P
Global Ratings-adjusted EBITDA margins increasing to around 25% in
fiscal 2025, compared to our prior forecast of margins of 23%-24%.
Our forecast for higher EBITDA in 2025 only partially offsets the
proposed incremental debt issuance in our calculation of
leverage."
Issue Ratings - Recovery Analysis
Key analytical factors
-- Copeland's capital structure comprises of a $600 million
asset-based lending (ABL) facility (currently undrawn) due 2028; a
$450 million term loan A due 2028 (unrated); about $1.51 billion
term loan B due 2030; $2.775 billion senior secured notes due 2030;
EUR685 million senior secured notes due 2030; about $1.4 billion
term loan B due 2031; outstanding $500 million senior secured notes
due 2031; and $675 million proposed incremental term loan B due
2031.
-- The issue-level rating on Copeland's existing senior secured
debt is 'BB-'. The recovery rating is '3', indicating S&P's
expectation of meaningful (50%-70%; rounded estimate: 50%) recovery
in the event of a payment default.
-- S&P assigned its 'BB-' issue-level rating and '3' recovery
rating to Copeland's proposed incremental term loan B due 2031. The
'3' recovery rating indicates S&P's expectation for meaningful
(50%-70%; rounded estimate: 50%) recovery in the event of a payment
default.
-- S&P's simulated default contemplates weakness in the global
economy and increasing competitive pressures, which result in
reduced demand for the company's products and compresses margins.
This leads to Copeland funding its fixed charges with its ABL
facility and precipitates a payment default, debt restructuring, or
bankruptcy filing in 2028.
-- S&P's 6x EBITDA multiple reflects Copeland's strong market and
wallet shares and good customer relationships.
-- S&P's recovery analysis assumes that, in a hypothetical default
scenario, Copeland's ABL facility would be 60% drawn.
Simulated default assumptions
-- Simulated year of default: 2028
-- EBITDA at emergence: $797 million
-- EBITDA multiple: 6x
-- Jurisdiction: U.S.
Simplified waterfall
-- Gross enterprise value: $4.78 billion
-- Net enterprise value (after 5% administration expenses): $4.55
billion
-- Valuation split (obligors/nonobligors): 57%/43%
-- Total priority claims (ABL): $368 million
-- Value available to senior secured debt claims from collateral
and pro rata share of noncollateral claims: $4.18 billion
-- Senior secured claims: $8.13 billion
--Recovery expectations: 50%-70% (rounded estimate: 50%)
EMX ROYALTY: Signs Option Agreement With Mila Resources
-------------------------------------------------------
EMX Royalty Corporation announced the execution of an exploration
and option agreement for its Yarrol, Mt Steadman and Queensland
Gold projects to Mila Resources PLC.
Mila is a well-capitalized London Stock Exchange listed company
seeking to broaden its exploration portfolio in Australia. The
agreement provides EMX with a cash payment, warrants and work
commitments during a one-year option period, and upon exercise of
the option, EMX will receive additional cash payments, equity in
Mila, advance royalty payments, milestone payments and a 2.5% NSR
royalty.
The Yarrol and Mt Steadman projects both contain historically
defined gold resources in addition to sites of historic gold mining
activities (see notes regarding the historical mineral resources
below). The Yarrol project also contains areas with cobalt-enriched
manganese oxide mineralization and heavy mineral sands deposits.
The nearby Queensland Gold project lies to the north of Yarrol and
Mt Steadman and contains multiple historic gold mines, gold
occurrences, drill defined zones of gold mineralization, and
numerous additional geochemical anomalies enriched in gold and
copper.
EMX looks forward to working with Mila to commence work on the
projects and to follow up on recent drill and sampling programs.
This transaction is another example of the execution of EMX's
business model in providing turn-key and drill ready exploration
projects to its partner companies in exchange for royalty interests
and other considerations.
Commercial Terms Overview. EMX will receive AUD $25,000 upon
execution of the agreement, along with 16 million purchase warrants
of Mila Resources stock with a strike price of £0.01. Mila can
acquire a 100% interest in the project by completing AUD$450,000 in
work commitments by the end of the first anniversary of the
agreement. Upon exercising the option Mila will:
* Issue the equivalent of £110,000 in shares of Mila (with
certain escalation clauses) and make an initial advance royalty
payment equivalent to 20 ounces of gold in cash, shares or
bullion.
* Grant EMX an uncapped 2.5% NSR royalty and make annual
advance royalty payments commencing at 20 ounces of gold until the
fifth anniversary of the agreement, at which time the AAR's will
increase to 35 ounces of gold until the completion of a Preliminary
Economic Assessment, at which time the AAR's will increase to 50
ounces of gold. The AARs can be paid in cash, shares or bullion.
* Upon the second anniversary of the agreement, pay EMX an
additional AUD$125,000 in cash or shares of Mila, and commit to
completing a JORC Code or NI-43-101 compliant resource estimate on
at least one of the project areas.
* By the fifth anniversary of the agreement, complete a
cumulative of 30,000 meters of drilling and/or define a resource of
at least 400,000 ounces of gold with at least 40% of those ounces
defined as "indicated" resources.
* Deliver certain milestone payments.
* For each project, upon delivery of a feasibility study Mila
can repurchase 1.25% of the EMX royalty for a payment equating to
65% of the post-tax royalty net present value as defined in the
feasibility study.
Overviews of the projects. Each of the projects lie within the
Tasman Orogenic Zone of eastern Australia, which hosts significant
gold mines and deposits including Cracow, Mount Morgan and Mount
Rawdon.
A full-text copy of the Company's report filed on Form 6-K with the
Securities and Exchange Commission is available at:
https://tinyurl.com/mr46ftyz
About EMX
EMX Royalty Corporation -- https://emxroyalty.com/ -- is a precious
and base metals royalty company. E MX's investors are provided with
discovery, development, and commodity price optionality while
limiting exposure to risks inherent to operating companies. The
Company's common shares are listed on the NYSE American Exchange
and TSX Venture Exchange under the symbol "EMX."
Vancouver, Canada-based Davidson & Company LLP, the Company's
auditor since 2002, issued a "going concern" qualification in its
report dated March 21, 2024, citing that the Company has a working
capital deficiency that raises substantial doubt about its ability
to continue as a going concern.
For the year ended December 31, 2023, EMX reported a net loss of
$4.63 million, compared to a net income of $3.35 million for the
same period in 2022. As of June 30, 2024, EMX had $156.1 million in
total assets, $39 million in total liabilities, and $117.1 million
in total shareholders' equity.
ENGINEERING RECRUITING: Taps Mickler & Mickler LLP as Attorney
--------------------------------------------------------------
Engineering Recruiting Experts, LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to hire Law
Offices of Mickler & Mickler, LLP as attorney.
The firm will render general representation of the Debtor in the
bankruptcy proceeding and the performance of all legal services for
the Debtor which may be necessary.
The Law Offices of Mickler & Mickler will be paid at the rate of
$300 to $400 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Bryan K. Mickler, Esq., a partner at Law Offices of Mickler &
Mickler, 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:
Bryan K. Mickler, Esq.
Law Offices of Mickler & Mickler, LLP
5452 Arlington Expressway
Jacksonville, FL 3211
Tel: (904) 725-0822
Fax: (904) 725-0855
Email: bkmickler@planlaw.com
About Engineering Recruiting Experts
Engineering Recruiting Experts, LLC filed its voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D.
Fla. Case No. 24-03292) on Oct. 29, 2024, listing $100,001 to
$500,000 in assets and $1,000,001 to $10 million in liabilities.
Judge Jason A Burgess presides over the case.
Bryan K. Mickler, Esq. at Mickler & Mickler represents the Debtor
as counsel.
ENSERVCO CORP: Faces Lawsuit Over $625K Promissory Note Default
---------------------------------------------------------------
Enservco Corporation disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that the Company received a
Declaration of Acceleration of an aggregate of $625,000 principal
amount of certain promissory notes issued to Angel Capital
Partners, LP and Equigen II, LLC issued on September 8 and October
5, 2023 with respect to an interest payment that was due July 10,
2024.
From the date of receipt of such declaration, the Company and the
Note Holders attempted to settle such default amicably through
negotiations. On October 30, 2024, the Company received
Notification of Service of case filed in the District Court of
Harris County, Texas that a petition was filed on October 28, 2024,
seeking judgment against the Company. The Company presently intends
to attempt to settle this dispute with the Note Holders.
About Enservco
Enservco -- www.enservco.com -- provides a range of oilfield
services through its various operating subsidiaries, including hot
oiling, acidizing, frac water heating, and related services. The
Company has a broad geographic footprint covering major domestic
oil and gas basins across the United States.
Houston, Texas-based Pannell Kerr Forster of Texas, P.C., the
Company's auditor since 2022, issued a "going concern"
qualification in its report dated March 29, 2024, citing that the
Company has a significant working capital deficiency, has recurring
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.
For the years ended December 31, 2023, and 2022, Enservco incurred
net losses of $8.5 million and $5.6 million, respectively. As of
June 30, 2024, Enservco had $11.6 million in total assets, $10.1 in
total liabilities, and $1.5 million in total stockholders' equity.
ENSERVCO CORP: Faces NYSE Delisting, Applies for OTCQB Listing
--------------------------------------------------------------
Enservco Corporation disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that on November 1, 2024,
the Company received correspondence from the NYSE/American LLC,
that a Listing Qualifications Panel of the Exchange, which had met
with the Company at a Panel hearing on October 23, 2024, upheld the
Exchange's staff determination from June 10, 2024 that the Exchange
should commence delisting proceedings of the Company's common stock
because the Company failed to obtain the minimum of $6 million in
stockholders' equity by June 9, 2024. Under the Exchange rules,
the Company has the right to appeal the Panel's decision within 15
days.
Additionally, the Company was notified that the Exchange has
suspended trading of the Company's common stock on the NYSE
American on such date because of the Panel's decision.
The Company has applied to be quoted on the OTCQB.
About Enservco
Enservco -- www.enservco.com -- provides a range of oilfield
services through its various operating subsidiaries, including hot
oiling, acidizing, frac water heating, and related services. The
Company has a broad geographic footprint covering major domestic
oil and gas basins across the United States.
Houston, Texas-based Pannell Kerr Forster of Texas, P.C., the
Company's auditor since 2022, issued a "going concern"
qualification in its report dated March 29, 2024, citing that the
Company has a significant working capital deficiency, has recurring
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.
For the years ended December 31, 2023, and 2022, Enservco incurred
net losses of $8.5 million and $5.6 million, respectively. As of
June 30, 2024, Enservco had $11.6 million in total assets, $10.1 in
total liabilities, and $1.5 million in total stockholders' equity.
ENSERVCO CORP: Secures $3.5M Revolving Loan Facility With Pathward
------------------------------------------------------------------
Enservco Corporation disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that the Company and its
wholly-owned subsidiary, Buckshot Trucking LLC entered into a
Credit and Security Agreement with Pathward, National Association
for a $3.5 million Revolving Loan Facility.
The Credit Agreement provides Buckshot may borrow 90% of its
eligible accounts receivable as provided in the Credit Agreement.
The Loan interest rate is variable and equal to the Wall Street
Journal Prime Rate plus 2.5% with a minimum interest rate of 8% per
annum calculated on the higher of a) actual average monthly loan
balance or b) $750,000. The Loan has an initial and annual loan fee
of $35,000 and is subject to $70,000 early exit fee if the Credit
Agreement is terminated within the first 12 months and $35,000 if
terminated in the subsequent 12-month period, after which, there is
no termination fee.
The Loan is evidenced by a demand promissory note and is secured by
all assets of Buckshot, with certain permitted liens including but
not limited to certain existing liens relating to equipment
purchases and purchase money security interests for equipment up to
an aggregate of $250,000. Under the Credit Agreement, Buckshot may
make distributions to the Company provided Buckshot has a debt
coverage service ration of at least 1:25:1.00 and a minimum
liquidity of $350,000 after giving effect to any such distribution.
The Loan is guaranteed by the Company and is subject to a Security
Agreement of all of the Company's assets.
The proceeds of the Credit Agreement are being utilized for working
capital and certain third-party transaction expenses associated
with the Company's recent transactions as referenced in the
Company's Current Report on Form 8-K as filed with the SEC on
August 12, 2024.
About Enservco
Enservco -- www.enservco.com -- provides a range of oilfield
services through its various operating subsidiaries, including hot
oiling, acidizing, frac water heating, and related services. The
Company has a broad geographic footprint covering major domestic
oil and gas basins across the United States.
Houston, Texas-based Pannell Kerr Forster of Texas, P.C., the
Company's auditor since 2022, issued a "going concern"
qualification in its report dated March 29, 2024, citing that the
Company has a significant working capital deficiency, has recurring
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.
For the years ended December 31, 2023, and 2022, Enservco incurred
net losses of $8.5 million and $5.6 million, respectively. As of
June 30, 2024, Enservco had $11.6 million in total assets, $10.1 in
total liabilities, and $1.5 million in total stockholders' equity.
ENTECCO FILTER: U.S. Trustee Appoints 2 New Committee Members
-------------------------------------------------------------
John Paul Cournoyer, the U.S. Bankruptcy Administrator for the
Middle District of North Carolina, appointed Beltline Electric Co.,
LLC and Insertec Mexico as new members of the official committee of
unsecured creditors in the Chapter 11 case of Entecco Filter
Technology, Inc.
The committee is now composed of:
1. National Construction Workforce
Agent: Anthony T. Carreri
2500 E. 46th Street
Indianapolis, IN 46205
2. 5 Star Engineering and Maintenance
Agent: Dragan Labovic
2151 Willowcreek Road
Portage, IN 46368
3. North American Construction Services, Ltd
Agent: Stephan Paech
4466 Pinson Valley Parkway
Birmingham, AL 35215
4. Control Specialists, Inc.
Agent: Jonathan Wandling
2021 W. Lloyd Expressway
P.O. Box 6770
Evansville, IN 47719-0770
5. Air Pro Fan & Blower Company
Agent: Matthew Parsons
P.O. Box 543
Rhinelander, WI 54501
6. Beltline Electric Co., LLC
Agent: Cody Wiles
P.O. Box 546
Paducah, KY 42002-0180
7. Insertec Mexico
Agent: Ruben Paulo
Lic. Arturo B. de La Garza 111
Burocratas del Estado
Monterrey, N.L. 64380 Mexico
About Entecco Filter Technology
Entecco Filter Technology, Inc., is a Delaware-based environmental
technology company, specializing in air purification systems and
filter products used in various industries.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D.N.C. Case No. 24-50707) with $1 million
to $10 million in both assets and liabilities. James David
Edgerton, president and chief executive officer, signed the
petition.
James C. Lanik, Esq., at Waldrep Wall Babcock & Bailey, PLLC serves
as the Debtor's legal counsel.
EXACTECH INC: Moody's Affirms 'Ca' CFR & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Ratings downgraded Exactech, Inc.'s Probability of Default
Rating to D-PD from Ca-PD. At the same time, Moody's affirmed the
Corporate Family Rating and the company's backed senior secured
first lien bank credit facility ratings at Ca. Moody's revised the
outlook to stable from negative.
These actions follow the announcement that Exactech has initiated
Chapter 11 proceedings in the US Bankruptcy Court for the District
of Delaware on October 29, 2024. Exactech has entered into a
Restructuring Support Agreement (RSA) to support the sale of the
firm's assets.
Subsequent to the rating action, Moody's will withdraw all the
ratings of Exactech.
Governance and social risk considerations are material to the
rating action. The company's aggressive financial policies and
ongoing polybag related recall expenses have resulted in declining
earnings and an untenable capital structure with weak liquidity,
which contributed to the bankruptcy filing.
RATINGS RATIONALE
Exactech's ratings are constrained by its weak liquidity and very
high financial leverage. Liquidity has been pressured by polybag
related recall expenses.
The stable outlook reflects Moody's view that the ratings are
properly positioned based on expected recoveries.
Headquartered in Gainesville, Florida, Exactech, Inc. develops and
markets a range of orthopedic implant devices, related surgical
instruments and biologic materials and services. It operates in the
United States and more than 35 markets in the rest of the world.
Revenues were approximately $333 million as of the twelve month
period ending June 30, 2024. The company is privately held and is
owned by management and affiliates of TPG Capital, LLC.
The principal methodology used in these ratings was Medical
Products and Devices published in October 2023.
EXTENDEDFIELDFORCE LLC: Taps Kaplan Johnson as Bankruptcy Counsel
-----------------------------------------------------------------
ExtendedFieldForce LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Kentucky to hire Kaplan Johnson
Abate & Bird LLP as counsel.
The firm will render these services:
a. give legal advice with respect to the Debtor's powers and
duties as debtor in possession in the continued management of its
financial affairs and estate assets;
b. take all necessary action to protect and preserve the
estate, including the prosecution of actions on behalf of the
Debtor, the defense of any action commenced against the Debtor,
negotiations concerning all litigation in which the Debtor is
involved, if any, and examination of proofs of claims;
c. prepare on behalf of the Debtor all necessary motions,
answers, orders, reports, and other legal papers in connection with
the administration of the Debtor's estate; and
d. perform any and all other legal services for the Debtor in
connection with this chapter 11 case and the formulation and
implementation of Debtor's chapter 11 plan.
The firm will receive $500 per month for post petition services.
Tyler Yeager, Esq., an attorney at Kaplan Johnson Abate & Bird,
disclosed in a court filing that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Tyler R. Yeager, Esq.
Kaplan Johnson Abate & Bird, LLP
710 W. Main St., 4th Floor
Louisville, KT 40202
Telephone: (502) 416-1630
Facsimile: (502) 540-8282
Email: tyeager@kaplanjohnsonlaw.com
About ExtendedFieldForce LLC
ExtendedFieldForce, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Ky. Case No. 24-32383) on
September 27, 2024, with up to $50,000 in assets and up to $1
million in liabilities. Michael Wheatley serves as Subchapter V
trustee.
Judge Joan A. Lloyd oversees the case.
Charity S. Bird, Esq., at Kaplan Johnson Abate & Bird, LLP
represents the Debtor as legal counsel.
FAUXGENET HOLDINGS: Seeks to Tap Keller Williams Realty as Realtor
------------------------------------------------------------------
Fauxgenet Holdings, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Tennessee to employ Keller
Williams Realty-Chattanooga-Downtown as realtor.
The Debtor needs a realtor to sell its property located at 8959
Alabama Highway, Ringgold, Georgia.
The firm will be compensated at 6.5 percent of the sales price.
Jay Robinson, founder at Keller Williams Realty, 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:
Jay Robinson
Keller Williams Realty-Chattanooga-Downtown
1830 Washington St.
Chattanooga, TN 37408
Telephone: (423) 664-1900
About Fauxgenet Holdings
Fauxgenet Holdings, LLC owns a business property located in Alabama
Highway, Ringgold, Ga., having an appraised value of $3.2 million.
Fauxgenet Holdings filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 24-11622) on
July 1, 2024, with up to $50,000 in assets and up to $10 million in
liabilities. Gordon S. Alward, member, signed the petition.
Judge Nicholas W. Whittenburg oversees the case.
The Debtor is represented by W. Thomas Bible, Jr., Esq., at Tom
Bible Law.
FIREFLY NEUROSCIENCE: Turner Stone Out, Marcum Canada In as Auditor
-------------------------------------------------------------------
Firefly Neuroscience, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on October
29, 2024, the Audit Committee of the Board of Directors of the
Company dismissed Turner, Stone & Company LLP as the Company's
independent registered public accounting firm, effective
immediately.
The reports of Turner Stone on the Company's consolidated financial
statements for the years ended December 31, 2023, and December 31,
2022, did not contain an adverse opinion or a disclaimer of
opinion, and was not qualified or modified as to uncertainty, audit
scope, or accounting principles, except that Turner Stone's reports
for the years ended December 31, 2023, and December 31, 2022, each
contained an explanatory paragraph stating there was substantial
doubt about the Company's ability to continue as a going concern.
During the two most recent fiscal years ended December 31, 2023,
and December 31, 2022, and the subsequent interim period through
October 29, 2024, there were no disagreements (as defined in Item
304(a)(1)(iv) of Regulation S-K of the Securities Exchange Act of
1934, as amended and the related instructions to Item 304 of
Regulation S-K) with Turner Stone on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Turner Stone, would have caused Turner Stone
to make reference to the subject matter of the disagreements in
connection with its reports on the Company's consolidated financial
statements for such years. Also, during this time, there were no
"reportable events," as defined in Item 304(a)(1)(v) of Regulation
S-K.
On October 31, 2024, the Audit Committee engaged Marcum Canada, LLP
as the Company's independent registered public accounting firm for
the fiscal year ending December 31, 2024, effective immediately.
During the fiscal years ended December 31, 2023, and December 31,
2022, and the subsequent interim period through October 31, 2024,
neither the Company nor anyone on its behalf has consulted with
Marcum regarding:
(i) the application of accounting principles to any specified
transaction, either completed or proposed or the type of audit
opinion that might be rendered on the Company's consolidated
financial statements, and neither a written report nor oral advice
was provided to the Company that Marcum concluded was an important
factor considered by the Company in reaching a decision as to any
accounting, auditing, or financial reporting issue, or
(ii) any matter that was either the subject of a
"disagreement," as defined in Item 304(a)(1)(iv) of Regulation S-K,
or a "reportable event," as defined in Item 304(a)(1)(v) of
Regulation S-K.
About Firefly Neuroscience
Firefly Neuroscience, Inc., formerly known as WaveDancer, Inc., is
in the business of developing and maintaining information
technology systems, modernizing client information systems, and
performing other IT-related professional servicoes to government
and commercial organizations. WaveDancer, based in Fairfax, Va.,
has been servicing federal and commercial customers since 1979.
Going Concern
In its most recent Quarterly Report, the Company reported that it
generated an operating loss from continuing operations of $1.06
million during the six months ended June 30, 2024. As of June 30,
2024, the Company had a net working capital deficit of $746,040
including cash and cash equivalents of $244,137. Under existing
operating conditions, the Company estimates that over the 12 months
from the issuance of the financial statements, its operating
activities may use as much as $1 million to $1.5 million of cash,
including the satisfaction of all existing liabilities. The
Company's line of credit balance as of June 30, 2024, was $300,000,
had no additional borrowing capacity, and expired on July 16, 2024.
These factors raise substantial doubt about the Company's ability
to continue as a going concern for at least the next 12 months from
the date of filing of the Quarterly Report.
As of June 30, 2024, Firefly Neuroscience had $3.31 million in
total assets, $1.93 million in total liabilities, and $1.38 million
in total stockholders' equity.
FLORES PEDIATRICS: Seek to Tap Blackwood Law Firm as Legal Counsel
------------------------------------------------------------------
Flores Pediatrics, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Oklahoma to employ Blackwood Law
Firm, PLLC to handle its Chapter 11 case.
The firm will be paid at these hourly rates:
Attorneys $400
Legal Assistant/Law Clerks $100
In addition, the firm will seek reimbursement for expenses
incurred.
Amanda Blackwood, Esq., an attorney at Blackwood 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:
Amanda R. Blackwood, Esq.
Blackwood Law Firm, PLLC
512 NW 12th Street
Oklahoma City, OK 73103
Telephone: (405) 309-3600
Facsimile: (405) 378-4466
Email: amanda@blackwoodfirm.com
About Flores Pediatrics
Flores Pediatrics, LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Okla. Case No. 24-13144) on Nov. 1,
2024, listing under $1 million in both assets and liabilities.
Amanda R. Blackwood, Esq., at Blackwood Law Firm, PLLC serves as
the Debtor's counsel.
FREE SPEECH: Alex Jones Critics, Supports Wants to Buy Infowars
---------------------------------------------------------------
David Collins of The Associated Press reports that Alex Jones
supporters and critics are vying to purchase Infowars in an
upcoming bankruptcy auction.
Infowars broadcasts by Alex Jones may cease next week as his
company's assets are set for a court-ordered auction to help
satisfy the over $1 billion defamation judgment owed to families of
Sandy Hook Elementary School shooting victims.
Both critics and supporters of Alex Jones, the controversial
internet and radio host, have shown interest in bidding for the
Infowars assets he's built over the last 25 years. Interested
parties include Roger Stone, a close ally of Jones and Donald
Trump, as well as progressive media groups opposed to Jones. If
supporters of Jones win the bid, he may be able to continue hosting
Infowars.
Assets for sale include Infowars' studio equipment, its name, video
archive, social media accounts, and product trademarks. Notable
items also up for grabs include an armored truck and video cameras.
However, Jones' personal social media, including his X (formerly
Twitter) account with 3 million followers, are not currently for
sale, pending further court decisions.
The auction stems from Jones' personal bankruptcy filing in late
2022 after he was ordered to pay nearly $1.5 billion in damages to
Sandy Hook families over defamation claims regarding his false
assertions that the school shooting was staged. Many of Jones'
personal assets are also being liquidated to cover the judgment.
The deadline for submitting bids and nondisclosure agreements for
the Infowars properties is Friday afternoon. Qualified buyers will
be invited to a live auction next Wednesday, potentially with
multiple bidding rounds. Unsold items will be put up for another
auction on December 10.
Jones remains hopeful that supporters—unnamed by him—will
secure Infowars and its parent company, Free Speech Systems,
allowing him to continue using its platform. He has also begun
preparing for a potential loss of the brand, having created new
websites and social media accounts, directing his audience there.
"There's a lot of buyers, people that are patriots that want it and
will come in," Jones said on his show in August. "If not ... we'll
work with somebody else, fire something up. And it'll be a little
bit of a hiccup for the crew, and things. But that will just make
us bigger."
Emails to Infowars and Jones' bankruptcy lawyer went unanswered.
It remains uncertain how much the auction might raise. Free Speech
Systems, in court filings, valued its assets at $18 million.
Proceeds from the sale will go to creditors, including the Sandy
Hook families, who have not yet received any payments from Jones or
his company.
About Free Speech Systems
Free Speech Systems LLC is a broadcast media production and
distribution company that provides broadcasting aural programs by
radio to the public. Free Speech Systems is a family-run business
founded by Alex Jones.
FSS is presently engaged in the business of producing and
syndicating Jones' radio and video talk shows and selling products
targeted to Jones' loyal fan base via the Internet. Today, FSS
produces Alex Jones' syndicated news/talk show (The Alex Jones
Show) from Austin, Texas, which airs via the Genesis Communications
Network on over 100 radio stations across the United States and via
the internet through websites including Infowars.com.
Due to the content of Alex Jones' shows, Jones and FSS have faced
an all-out ban of Infowars from mainstream online spaces. Shunning
from financial institutions and banning Jones and FSS from major
tech companies began in 2018.
Conspiracy theorist Alex Jones has been sued by victims' family
members over Jones' lies that the 2012 Sandy Hook Elementary School
shooting was a hoax.
Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet
TV, LLC, filed petitions under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April
18, 2022.
FREIGHT MASTERS: Seeks to Hire The Bisom Law Group as Counsel
-------------------------------------------------------------
Freight Masters USA seeks approval from the U.S. Bankruptcy Court
for the Central District of California to employ The Bisom Law
Group to handle its Chapter 11 case.
The firm will be paid at its hourly rate of $500 and received a
retainer of $17,000 from the Debtor.
Andrew Bisom, Esq., an attorney at The Bisom 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 through:
Andrew S. Bisom, Esq.
The Bisom Law Group
300 Spectrum Center Drive, Ste. 400
Irvine, CA 92618
Telephone: (714) 643-8900
Facsimile: (714) 643-8901
Email: abism@bisomlaw.com
About Freight Masters USA
Freight Masters USA sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-16080) on Oct. 10,
2024. In the petition filed by Antonio Martinez, Jr., CEO, the
Debtor estimated assets between $1 million and $10 million and
estimated liabilities between $100,000 and $500,000.
Judge Scott H. Yun oversees the case.
Andrew S. Bisom, Esq., at The Bisom Law Group serves as the
Debtor's counsel.
FTX TRADING: Alameda Research Wants $11M Crypto Assets Returned
---------------------------------------------------------------
Yun Park of Law360 reports that Alameda Research, the investment
division of the defunct FTX digital asset empire, has initiated a
lawsuit against cryptocurrency exchange Crypto.com in Delaware
bankruptcy court. The suit demands the return of $11.4 million in
assets that remain on the platform despite multiple requests from
the debtor.
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.
FUEL HOMESTEAD: John Rhyne Named Subchapter V Trustee
-----------------------------------------------------
Brian Behr, the U.S. Bankruptcy Administrator for the Eastern
District of North Carolina, appointed John Rhyne as Subchapter V
trustee for Fuel Homestead, LLC.
Mr. Rhyne will be paid an hourly fee of $375 for his services as
Subchapter V trustee.
Mr. Rhyne disclosed in an affidavit that he does not have an
interest materially adverse to the interest of Fuel Homestead's
estate, creditors or equity security holders.
The Subchapter V trustee can be reached at:
John G. Rhyne
P.O. Box 8327
Wilson, NC 27893
(252) 234-9933
About Fuel Homestead
Fuel Homestead, LLC, a company in Raleigh, N.C., sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case
No. 24-03699) on October 22, 2024, with up to $100,000 in assets
and up to $10 million in liabilities. Christopher Shawn Stewart,
member-manager, signed the petition.
Philip M. Sasser, Esq., at Sasser Law Firm, represents the Debtor
as bankruptcy counsel.
FUEL REYNOLDA: John Rhyne Named Subchapter V Trustee
----------------------------------------------------
Brian Behr, the U.S. Bankruptcy Administrator for the Eastern
District of North Carolina, appointed John Rhyne as Subchapter V
trustee for Fuel Reynolda, LLC.
Mr. Rhyne will be paid an hourly fee of $375 for his services as
Subchapter V trustee.
Mr. Rhyne disclosed in an affidavit that he does not have an
interest materially adverse to the interest of Fuel Homestead's
estate, creditors or equity security holders.
The Subchapter V trustee can be reached at:
John G. Rhyne
P.O. Box 8327
Wilson, NC 27893
(252) 234-9933
About Fuel Reynolda
Fuel Reynolda, LLC -- https://fuelfitnessclubs.com/about/ -- doing
business as Fuel Fitness, is a fitness center that offers the best
free weights, strength training/cardio equipment, group fitness
classes, personal training, childcare, recovery studio and smoothie
bar.
Fuel Reynolda sought relief under Subchapter V of Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-03700) on October
22, 2024, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. Christopher Shawn Stewart, member-manager,
signed the petition.
The Debtor is represented by Philip M. Sasser, Esq., at Sasser Law
Firm.
GENEVA REPAIR: Gets Interim OK to Use Cash Collateral Thru Dec. 20
------------------------------------------------------------------
Geneva Repair Shop, Inc. received interim approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to use the
cash collateral of its secured creditors to pay operating
expenses.
The interim order penned by Judge Donald Cassling approved the use
of cash collateral for the period from Nov. 1 to Dec. 20 in
accordance with Geneva's budget.
The budget shows total weekly expenses ranging from $7,300 to
$9,050. These expenses include payroll, parts, and various
operational costs.
To protect the interests of secured creditors, the order stipulates
several measures, including allowing creditors to inspect the
company's books and records and requiring the company to maintain
insurance on its assets. Additionally, the company must provide
evidence of collateral upon request and ensure the proper
maintenance of its business operations.
The final hearing is set for Dec. 17 at 10:00 a.m.
About Geneva Repair Shop
Geneva Repair Shop, Inc. is a family-owned business offering an
array of auto body collision services, custom paint, airbrushing
and restoration projects. The company is based in Batavia, Ill.
Geneva Repair Shop filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-13878) on Oct.
17, 2023, with $1 million to $10 million in both assets and
liabilities. Neema Varghese of NV Consulting Services has been
appointed as Subchapter V trustee.
Judge Donald R. Cassling oversees the case.
David K. Welch, Esq., at Burke, Warren, Mackay & Serritella, PC
represents the Debtor as legal counsel.
GEO. J. & HILDA: Unsecureds Will Get 100% of Claims in Plan
-----------------------------------------------------------
The Geo. J. & Hilda Meyer Foundation filed with the U.S. Bankruptcy
Court for the Western District of Missouri a Disclosure Statement
describing a Plan of Reorganization dated September 30, 2024.
The Debtor is a Missouri benevolent corporation formed in 1960 to
construct and operate a senior living facility in Higginsville,
Missouri. The facility, John Knox Village East & Meyer Care Center,
has been providing services to seniors in Higginsville and the
surrounding communities for over fifty years.
As a benevolent corporation, Debtor has no shareholders or equity
holders. It is run by a seven-person board of directors and
Debtor's employees, solely for the benefit of the residents, and no
person or entity receives any benefit or profit from Debtor's
business.
The Debtor's future is bright. Not only do the Board and Ms. Goetz
believe that with the rejection of Anew's contract and
reorganization of Debtor's unsecured debt, it can exceed its past
economic performance, but they believe that local management will
enable the Debtor to be more sensitive to its residents' and the
local communities' needs and more responsive to those needs.
Additionally, the money the Debtor saves by not paying an outside
management company can be reinvested in the Debtor and in retaining
a stable and engaged workforce.
With Forvis's assistance, the Debtor has been able to correct
numerous medical billing errors caused by LCS and Anew and to make
their current medical billing more accurate and more streamlined,
giving the Debtor a significantly better understanding of its
financial performance and condition.
With Senior Care Advisors' assistance, Debtor has been able to
formulate a comprehensive budget and plan for improving services
and financial performance, including financial projections for the
next five years.
Class 4 consists of the Unsecured Claims of Debtor's current
vendors (the "Vendors"). Debtor will pay the Vendors 100% of the
Allowed Claims on the Effective Date. Class 4 is impaired.
Class 5 consists of the Unsecured Claims of vendors who no longer
provide goods or services to the Debtor (the "NonVendors"). Debtor
will pay the Non-Vendors 100% of their Claims, plus interest, over
five years in quarterly installments according to the schedule,
commencing on the Effective Date. The Non-Vendor claims will be
paid with interest at the legal rate as of the Effective Date from
the Petition Date until paid in full. As of the date the Plan was
filed, the legal rate of interest was 3.912%. 6 Class 5 is not
impaired.
The current Board, with David Schmidt as President, and the current
administrator, Tiffany Goetz, will continue to manage the Debtor
for the foreseeable future. The Debtor has hired Senior Care
Advisors to help the Debtor improve its operations and financial
performance.
The Debtor anticipates that its income will be more than sufficient
to make all payments required under the Plan.
A full-text copy of the Disclosure Statement dated September 30,
2024 is available at https://urlcurt.com/u?l=zrHqp6 from
PacerMonitor.com at no charge.
The Geo J. & Hilda Meyer Foundation is represented by:
Robert S. Baran, Esq.
Ryan E. Shaw, Esq.
Conroy Baran, LLC
1316 Saint Louis Ave., 2nd FL
Kansas City, MO 64101
Telephone: (816) 616-5009
Email: rbaran@conroybaran.com
rshaw@conroybaran.com
About The Geo. J. & Hilda Meyer Foundation
The Geo. J. & Hilda Meyer Foundation owns and operates a senior
living community in Higginsville Mo.
The Debtor filed a Chapter 11 petition (Bankr. W.D. Mo. Case No.
23-41685) on Dec. 4, 2023, with up to $10 million in both assets
and liabilities. David Schmidt, president, signed the petition.
Judge Brian T. Fenimore oversees the case.
Conroy Baran, LLC, serves as the Debtor's bankruptcy counsel.
GEORGIA EARTH: Hires Rountree Leitman Klein & Geer as Attorney
--------------------------------------------------------------
Georgia Earth and Pipe, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to hire Rountree,
Leitman, Klein & Geer, LLC as its attorneys.
The firm's services include:
a. giving the Debtor legal advice with respect to its powers
and duties as Debtor-in-Possession in the management of its
property;
b. preparing on behalf of the Debtor as Debtor-in-Possession
necessary schedules, applications, motions, answers, orders,
reports and other legal matters;
c. assisting in examination of the claims of creditors;
d. assisting with formulation and preparation of the
disclosure statement and plan of reorganization and with the
confirmation and consummation thereof; and
e. performing all other legal services.
The firm will be paid at these rates:
Attorney:
William A. Rountree $595 per hour
Will B. Geer $595 per hour
Michael Bargar $535 per hour
Hal Leitman $425 per hour
William Matthews $425 per hour
David S. Klein $495 per hour
Alexandra Dishun $425 per hour
Elizabeth Childers $395 per hour
Ceci Christy $425 per hour
Caitlyn Powers $375 per hour
Shawn Eisenberg $300 per hour
Paralegals
Elizabeth Miller $250 per hour
Megan Winokur $175 per hour
Catherine Smith $150 per hour
Rebecca Studer $200 per hour
Law Clerk $175 per hour
The firm received a pre-petition retainer from Debtor of $40,000.
Rountree, Leitman, Klein & Geer will also be reimbursed for
reasonable out-of-pocket expenses incurred.
Will Geer, Esq., a partner at Rountree, Leitman, Klein & Geer, 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:
Will B. Geer, Esq.
Caitlyn Powers, Esq.
Rountree, Leitman, Klein & Geer, LLC
Century I Plaza
2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Telephone: (404) 584-1238
Email: wgeer@rlkglaw.com
cpowers@rlkglaw.com
About Georgia Earth and Pipe
Georgia Earth and Pipe, LLC is a site preparation contractor in
Dawsonville, Ga.
Georgia Earth and Pipe sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-21100) on Sept. 9,
2024, with up to $50,000 in assets and up to $10 million in
liabilities. Lanny P. Limburg, president of Georgia Earth and Pipe,
signed the petition.
Judge James R. Sacca oversees the case.
The Debtor is represented by Will Geer, Esq. at Rountree Leitman
Klein & Geer, LLC.
GIRARDI & KEESE: Court Extends Ex-Lawyer Suspension to 15 Months
----------------------------------------------------------------
Maia Spoto of Bloomberg Law reports that on November 8, 2024, a
former Girardi Keese attorney saw his suspension extended to 15
months after an appellate panel reinstated a charge, previously
dismissed, that he made a false statement under oath about client
settlement funds.
Judge Alberto Ribas of the California State Bar Review Department
ruled that Keith Griffin's suspension should increase from six to
15 months, determining that the California State Bar's Office of
Trial Counsel met the burden of proof on this charge.
About Girardi & Keese
Girardi and Keese or Girardi & Keese was a Los Angeles-based law
firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It
served clients in California in a variety of legal areas. It was
known for representing plaintiffs against major corporations.
An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No.
20-21022) was filed in December 2020 against GIRARDI KEESE by
alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian,
Erika Saldana, Virginia Antonio, and Kimberly Archie.
The petitioners' attorneys:
Andrew Goodman
Goodman Law Offices, Apc
Tel: 818-802-5044
E-mail: agoodman@andyglaw.com
Elissa D. Miller, a member of the firm SulmeyerKupetz, has been
appointed as Chapter 7 trustee for GIRARDI KEESE. The Chapter 7
trustee can be reached at:
Elissa D. Miller
333 South Grand Ave., Suite 3400
Los Angeles, California 90071-1406
Telephone: (213) 626-2311
Facsimile: (213) 629-4520
E-mail: emiller@sulmeyerlaw.com
An involuntary Chapter 7 petition was also filed against Thomas
Vincent Girardi (Case No. 20-21020) on Dec. 18, 2020. The Chapter 7
trustee can be reached at:
Jason M. Rund
Email: trustee@srlawyers.com
840 Apollo Street, Suite 351
El Segundo, CA 90245
GLASS MANAGEMENT: Gets Interim OK to Use Cash Collateral
--------------------------------------------------------
Glass Management Services, Inc. received interim approval from the
U.S. Bankruptcy Court for the Northern District of Illinois to use
the cash collateral of Old National Bank until Nov. 29.
ONB, the primary secured creditor, holds a senior lien on Glass
Management's assets on account of its loans to the company. As of
Oct. 1, the company owed the bank over $4 million.
ONB's interest in the assets will be protected by replacement liens
on post-petition assets, according to the interim order penned by
Judge Janet Baer.
In addition, ONB will be granted a superpriority administrative
expense claim in case of diminution in value of its collateral and
will receive monthly payments of $20,000 from Glass Management
starting on Oct. 1, which the bank can automatically debit from the
company's account.
Glass Management must adhere strictly to the court-approved budget
for cash collateral use and must ensure the total expenses do not
exceed 110% of the budgeted amount.
The next hearing is scheduled for Nov. 26.
About Glass Management
Glass Management Services, Inc. is a construction contractor based
in Illinois, specializing in glazing services. Established with a
focus on high-profile projects, the company has been involved in
significant developments, including the Obama Presidential Library,
Terminal 5 at O’Hare Airport, and multiple Chicago Public
Schools and CTA transit stations.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-14036) with
$3,029,997 in assets and $11,989,444 in liabilities. Ernest B.
Edwards, president, signed the petition.
Hon. Janet S. Baer presides the case.
David P. Leibowitz, Esq., at Leibowitz, Hiltz & Zanzig, LLC
represents the Debtor as legal counsel.
GLOBALSTAR INC: Expands Satellite Deal With Apple
-------------------------------------------------
As previously disclosed, Globalstar, Inc. is party to a terms
agreement with its customer, Apple Inc., which Terms Agreement
contains terms and conditions governing the development, launch and
operation of Satellite Services.
* Extended MSS Network
On October 29, 2024, the Company and Customer agreed to make
certain amendments to the Services Agreements and entered into
other related agreements for Globalstar to deliver expanded
services to Customer over a new mobile satellite services network,
including a new satellite constellation, expanded ground
infrastructure, and increased global MSS licensing. The Extended
MSS Network will be owned by Globalstar Licensee, LLC, together
with its subsidiaries, and operated by the Company.
The Customer will prepay for certain services to be delivered by
the Company to Customer's end users utilizing the Extended MSS
Network and will be a passive equity holder in Globalstar SPE.
The Globalstar SPE will hold certain network assets necessary for
the Extended MSS Network and will not have commercial operations.
The Company will retain control of the board of managers of the
Globalstar SPE and continue to operate and maintain the assets
owned by and licenses granted to the Globalstar SPE. Globalstar
will retain 100% of all terrestrial, MSS and other revenue and will
continue to allocate 85% of its network capacity to render the
Satellite Services to Customer across existing and new satellites
as well as use the remaining capacity to service its other MSS
customers.
* Network Assets and Funding
The Updated Services Agreements provide that Customer will make
cash prepayments to the Company, including for approved capital
expenditures in connection with the Extended MSS Network. These
prepayments consist of:
(1) an infrastructure prepayment of up to $1.1 billion, which
is to be funded over the construction period on a quarterly basis,
the proceeds of which the Globalstar SPE will use, together with
the proceeds from the sale of the Customer Class B Units described
below to pay amounts due for the Extended MSS Network (including,
but not limited to, construction and launch costs) and
(2) an amount necessary for the Company to retire at closing
its outstanding 13.00% Senior Notes due 2029. The Infrastructure
Prepayment and the funds used for the Current Debt Repayment are
contained within one prepayment agreement.
Customer has agreed to purchase 400,000 Class B Units in the
Globalstar SPE, representing a 20% equity interest, for $400
million to be paid upon the closing, subject to satisfaction of
closing conditions.
* Service Fees
As consideration for the Satellite Services as set forth in the
Updated Services Agreements, the incremental service fees due from
Customer to the Company include fees tied to the cost of the
Extended MSS Network, fees for providing additional related
services, fees tied to expenses incurred for the provision of such
services, and performance bonuses. A portion of these payments is
subject to the satisfaction of certain licensing, service levels
and milestone achievements. Additionally, the Updated Services
Agreements also provide for certain service fees of $30 million
annually to be accelerated.
The parties have agreed to certain equity repurchase provisions
with respect to the Customer Class B Units, including the right of
the Company to call the Customer Class B Units, and the right of
Customer to cause the Company or the Globalstar SPE to purchase or
redeem, as applicable, a portion of the Customer Class B Units on a
quarterly basis beginning in the first full quarter following
recovery by Customer of all amounts due under the 2024 Prepay
Agreement. Redemption may occur earlier in the event of certain
Company breaches.
In addition, the parties agreed to certain amendments to the 2023
Funding Agreement and certain related agreements, including:
(1) elimination of cash sweeps;
(2) relaxation of certain covenant levels;
(3) a one-year deferral of the start of the repayment period
from the third quarter of 2025 to the third quarter of 2026; and
(4) an amendment to the existing security agreement to provide
first lien security with respect to the Company's obligations under
the 2024 Prepay Agreement.
* Termination and Breaches
The Updated Services Agreements may be terminated by either party
subject to certain notice requirements and, in some cases, other
conditions and, depending on the type of termination, certain
limitations on the Company's ability to take certain actions, in
each case. In the event of a breach by the Company of certain
material obligations, the Updated Services Agreements provide for
certain remedies for Customer, including, among other things,
additional rights until a cure is effected.
The Company will use a portion of the cash proceeds received from
Customer, as described in Item 1.01 above, for the Current Debt
Repayment, consisting of the aggregate principal amount outstanding
of the 2029 Notes of $219 million plus make-whole fees of $13
million, pursuant to the terms of the 2029 Notes, and to discharge
the related Indenture, dated as of March 31, 2023, by and among the
Company, the subsidiary guarantors party thereto and Wilmington
Trust, National Association, as trustee.
Globalstar will use the proceeds from the Infrastructure Prepayment
and sale of the Customer Class B Units to fund the capital
requirements for the Extended MSS Network. As the Company receives
proceeds from the Infrastructure Prepayment, the Company will
record a liability on its balance sheet for its obligation to
perform future services to Customer. In addition to other service
fees, as Globalstar provides the new services, the Company will
receive additional service fees and will use these fees to fully
pay down the Infrastructure Prepayment liability as well as to
repurchase or redeem all Customer Class B Units over time.
The full paydown of the 2024 Prepay Agreement and the redemption of
the Customer Class B Units are expected to be completed within the
design useful life of the new satellites. The Company expects that
such amounts payable to Customer will be set off with amounts
payable by Customer. The Current Debt Repayment and a portion of
the Infrastructure Prepayment may accrue annual fees, as provided
in the 2024 Prepay Agreement. Such fees payable to Customer will be
reduced or eliminated entirely if the Company meets certain defined
milestones.
Subject to certain conditions, if the Company fails to perform
certain obligations under the Updated Services Agreements or if
Customer terminates the Updated Services Agreements under certain
scenarios, the Company would be required to repay amounts advanced
under the 2024 Prepayment Agreement and to redeem the Customer
Class B Units. Depending on the nature of termination, such
repayment and redemption could include paying a percentage of
revenue attributable to the Company's utilization of the Extended
MSS Network after such termination, paying a portion of total cash
flow, in accordance with the mechanisms set forth in the Updated
Services Agreements, or immediate repayment and redemption. During
any post-termination repayment and redemption period, the Company
may be subject to certain limitations, including, among others,
with respect to the incurrence of indebtedness, the payment of
dividends and capital expenditures.
If the Company or the Globalstar SPE, as applicable, either does
not have sufficient cash or accounts receivable from Customer to
timely consummate, or does not otherwise timely consummate, the
purchase or redemption of Customer Class B Units from Customer
after full repayment of the Infrastructure Prepayment, Customer
will be entitled, upon notice to the Company, to require the
Company to purchase all (or a portion) of such Customer Class B
Units in exchange for shares of common stock of the Company based
on a five day average volume weighted price ending on the trading
day immediately prior to the date of such notice. The issuance of
such shares of Company common stock to Customer would not be
registered under the Securities Act of 1933, in reliance on the
exemption from registration pursuant to Section 4(a)(2) of the
Securities Act.
In the first annual period following the launch of the expanded
Satellite Services, the Company estimates that its total annual
revenue is expected to be more than double 2024 annualized levels
with an improved EBITDA margin. Excluded from these numbers is
upside from, among other areas, terrestrial spectrum and XCOM RAN,
which, by their nature are difficult to precisely forecast. The
Company remains focused on successfully executing on terrestrial
opportunities in addition to driving growth through the
monetization of available satellite capacity.
There is no assurance that the Company will receive all of the
revenue estimated or expected under the Updated Services
Agreements. The assumptions and estimates of the Company's future
performance, financial condition and liquidity are necessarily
subject to uncertainty and risk due to a variety of factors,
including, without limitation.
The Company will host an in-person investor day in December 2024 to
provide additional details and updates on its competitive strengths
and business strategy and answer questions from investors and
analysts.
About Globalstar Inc.
Headquartered in Covington, Louisiana, Globalstar Inc. provides
Mobile Satellite Services including voice and data communications
services globally via satellite. The Company offers these services
over its network of in-orbit satellites and its active ground
stations, which the Company refers to collectively as the
Globalstar System. In addition to supporting Internet of Things
data transmissions in a variety of applications, the Company
provides reliable connectivity in areas not served or underserved
by terrestrial wireless and wireline networks and in circumstances
where terrestrial networks are not operational due to natural or
man-made disasters.
As of March 31, 2024, the Company had $917 million in total assets,
$540 million in total liabilities, and $377 million in total
stockholders' equity.
* * *
Egan-Jones Ratings Company, on June 4, 2024, maintained its 'CC'
foreign currency and local currency senior unsecured ratings on
debt issued by Globalstar, Inc.
GOL LINHAS: Reaches US$950M Debt-to-Equity Deal With Abra Group
---------------------------------------------------------------
GOL Linhas Aereas Inteligentes S.A. (B3: GOLL4), one of the leading
airlines in Brazil, and Abra Group Limited, GOL's largest secured
creditor and the majority investor of GOL and Avianca Group
International Limited, announced that both companies and certain of
their affiliates as well as the committee of unsecured creditors
appointed in GOL's Chapter 11 cases have reached a Plan Support
Agreement in connection with GOL's Chapter 11 cases commenced in
January 2024.
Pursuant to the PSA, GOL will file a Chapter 11 plan of
reorganization that will allow it to effectuate a significant
deleveraging by converting into equity, or otherwise extinguishing,
up to US $1.7 billion of its prepetition funded debt and up to US$
850 million of other obligations. Abra has asserted US$ 2.8 billion
in funded debt claims and has agreed to receive approximately US$
950 million in new equity and possibly more, based upon the
resolution of certain unresolved issues, as well as US$ 850 million
of take-back debt. Of the Abra take-back debt, US$ 250 million is
mandatorily convertible into new equity on or after the 30-month
anniversary of GOL's emergence from Chapter 11 based on GOL
achieving certain valuation metrics. GOL's general unsecured
creditors will also receive new equity valued up to approximately
US$ 235 million and possibly more, based upon the resolution of
certain unresolved issues. With the PSA, GOL and its stakeholders
benefit from removal of cost and uncertainty of any litigation
regarding these asserted claims and move to the next phase of the
Chapter 11 cases.
GOL anticipates raising up to US $1.85 billion of new capital in
the form of an exit facility to repay GOL's Debtor-in-Possession
financing facility and provide incremental liquidity to support
GOL's go-forward strategy following its emergence from Chapter 11.
Although such capital will be raised principally in the form of
long-term, senior secured debt, under the terms of the PSA, GOL may
raise up to US$ 330 million in the form of additional new equity.
Abra and the Committee have agreed to support GOL and its advisors
in arranging the exit facility.
Since filing for Chapter 11 protection in January 2024, GOL
obtained the DIP Loan in the amount of US$ 1.0 billion. The DIP
Loan, along with approximately US$ 375 million of new financing
from lessors, has allowed GOL to reinvest in its aircraft fleet.
GOL has already returned a substantial portion of its previously
grounded 737 fleet back into active service and expects to be
substantially completed with that rebuilding program as it emerges
from its Chapter 11 case. GOL continues to operate in the normal
course during its court-supervised process.
Abra and the Committee agree to support any request by GOL to
extend GOL's exclusive right to file and solicit votes on a Chapter
11 plan through the date on which the Chapter 11 plan contemplated
by the PSA takes effect. GOL expects to file its Chapter 11 plan of
reorganization with the U.S. Bankruptcy Court before the end of
2024 and currently expects to exit by late April 2025.
"Reaching this agreement is another important step in our efforts
to strengthen our financial position and drive GOL's long-term
success," said Celso Ferrer, Chief Executive Officer. "We are
pleased to be moving forward with the support of our key financial
stakeholders, which reflects their confidence in our business plan
and the significant opportunities ahead for GOL. With this
agreement, we now have most of the key terms of our restructuring
plan in place. We look forward to arranging the necessary capital
commitments to emerge from this process better positioned than ever
to execute our long-term strategy, including improving travel
affordability and experience as well as customer choice. We thank
our employees for their continued focus on serving our customers
with excellence as we advance our mission of 'Being First for
All'."
"GOL is slated to emerge from its Chapter 11 process with a
dramatically improved liquidity position and a deleveraged balance
sheet with a very competitive unit cost and strong network. We also
see significant opportunities to build upon our efforts to
capitalize on synergies among GOL, Avianca and our other partner
airlines," said Adrian Neuhauser, CEO of Abra Group.
The commercial negotiations that led to the finalization of the PSA
were primarily conducted by GOL's Special Independent Committee,
consisting solely of independent directors. This committee,
ensuring a rigorous and impartial assessment, spearheaded the
entire negotiation process, culminating in approval by GOL's Board
of Directors. Notably, directors affiliated with Abra that serve on
GOL's Board of Directors recused themselves from all stages of the
discussion, review, and voting on the PSA, to avoid any actual or
perceived conflicts of interest and to maintain the integrity of
the negotiation process.
As stated above, the PSA contemplates a conversion of a significant
portion of GOL's debt and other obligations into equity. This
conversion, structured to reflect the economic value of GOL's
shares as mandated by law, is expected to result in significant
dilution of GOL's existing equity. Throughout the restructuring
process, all shareholder rights will be fully preserved, including
preemptive rights, as stipulated under Article 171 of Brazilian Law
No. 6,404 (1976).
Advisors
In connection with its restructuring efforts, GOL is working with
Milbank LLP as legal counsel, Seabury Securities, LLC as investment
banker and restructuring advisor, and AlixPartners, LLP as
financial advisor. In addition, Lefosse Advogados is serving as
GOL's Brazilian counsel.
Abra is working with Wachtell, Lipton, Rosen & Katz as legal
counsel and Rothschild & Co as financial advisor in connection with
the restructuring. In addition, Pinheiro Guimarães is serving as
Abra's Brazilian counsel.
In connection with the restructuring, the Committee is working with
Willkie Farr & Gallagher LLP as legal counsel, Jefferies LLC as
investment banker, Alvarez & Marsal North America, LLC as financial
advisor, and Alton Aviation Consultancy LLC as aviation advisor.
Additionally, Stocche, Forbes, Filizzola, Clapis e Cursino de Moura
Sociedade de Advogados is serving as the Committee's Brazilian
counsel.
About Gol GOLL4.SA
GOL Linhas Aereas Inteligentes S.A. provides scheduled and non
scheduled air transportation services for passengers and cargo; and
maintenance services for aircrafts and components in Brazil and
internationally. The company offers Smiles, a frequent-flyer
programs to approximately 20.5 million members, allowing clients to
accumulate and redeem miles. It operates a fleet of 146 Boeing 737
aircraft with 674 daily flights. The company was founded in 2000
and is headquartered in Sao Paulo, Brazil.
GOL Linhas Aereas Inteligentes S.A. and its affiliates and its
subsidiaries voluntarily filed for Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 24-10118) on Jan. 25, 2024.
GOL Linhas estimated $1 billion to $10 billion in assets as of the
bankruptcy filing.
The Debtors tapped MILBANK LLP as counsel, SEABURY SECURITIES LLC
as restructuring advisor, financial advisor and investment banker,
ALIXPARTNERS, LLP, as financial advisor, and HUGHES HUBBARD & REED
LLP as aviation related counsel. KROLL RESTRUCTURING ADMINISTRATION
LLC is the claims agent.
GRAFTECH INTERNATIONAL: S&P Lowers ICR to 'CC', On Watch Negative
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Ohio-based
graphite electrode producer GrafTech International Ltd. to 'CC'
from 'CCC+' and placed the rating on CreditWatch with negative
implications. S&P lowered the affected issue-level debt ratings to
'CC' from 'B-' and also placed the ratings on CreditWatch with
negative implications.
The negative CreditWatch placement reflects S&P's expectation that
the ratings, including the issue level ratings, will go to 'D' once
the company undertakes its proposed debt exchange.
S&P said, "We would view the proposed debt exchange as a default.
While the secured notes will be exchanged at par as part of this
proposed transaction, we view the offer as providing the lenders
less than the original promise because the maturity is being
extended with the coupon rate remaining the same and the placement
of new first-lien debt ahead of the senior secured notes in terms
of priority of repayment."
New funding will provide liquidity cushion for GrafTech during the
downturn in the electrode market and provides funding to prepare
for a recovery in 2025. GrafTech has also secured 5-year $175
million of new senior secured first-lien term loans and commitments
for an additional $100 million of new senior secured first-lien
delayed-draw term loan available to draw over the next 19 months
following the closing of the financing. These facilities will
provide cash to sustain potential further cash burn, make working
capital investments to increase volumes and capacity utilization as
demand recovers and invest in its asset footprint for future
growth. Additionally, the company will extend its revolver maturity
by 18 months, with the effective available borrowing amount
unchanged at around $115 million.
S&P said, "Our view that the company's capital structure is
unsustainable reflects increasing debt amid the uncertain outlook
for the graphite electrode market that could result in multiple
years of depressed earnings. We believe debt to EBITDA could remain
above 8x until 2027 and EBITDA interest coverage to remain below 1x
until 2026. We acknowledge that earnings volatility and negative
EBITDA generation is something this business has weathered in the
past." However, compared with previous downturns, the company's
debt burden is meaningfully higher, with S&P Global
Ratings-adjusted pro forma debt of about $1.2 billion, compared to
about $400 million to $450 million during the previous downturn
spanning 2015 to 2017.
The near-term market outlook remains mixed as surplus electrode
supply and exports from China and India continue to depress market
spot prices for GrafTech's electrodes. Steel markets are soft as
interest rate and policy uncertainties contribute to caution among
steel customers globally. Meanwhile a surge in steel exports into
markets like Europe and Latin America are affecting production. S&P
expects graphite electrode pricing could improve from historical
lows given an eventual recovery in global steel markets,
competitors are starting to cut capacity in response to depressed
electrode prices and electric arc steel making continues to
increase as a share of overall steel production globally.
Additionally, higher needle coke prices, a key raw material for
graphite electrodes, could support higher graphite electrode
pricing. This could boost GrafTech's profitability and margins as
it is vertically integrated into needle coke versus non-integrated
peers.
S&P said, "The negative CreditWatch placement reflects our
expectation that the ratings will go to default once the company
undertakes its proposed debt exchange. Upon completion of the
exchange, we expect to review GrafTech's issuer credit rating and
issue level ratings, focusing on the capital structure, liquidity,
and forward-looking assessment of the company's creditworthiness."
GrafTech researches, develops, manufactures, and sells
graphite-based products worldwide. It offers ultra-high-power
graphite electrodes, which are key components in the conductive
power systems used to produce electric arc furnace (EAF) steel. The
company operates two manufacturing facilities in Europe, one in
Mexico, and one in the U.S. It has total graphite electrode
production capacity of 178,000 mt. GrafTech also operates a
vertically integrated petroleum needle coke facility in Texas with
production capacity of 140,000 mt. The company was founded in 1886
and is headquartered in Brooklyn Heights, Ohio.
GRAND VALLEY: Ch.11 Trustee Taps M. Shapiro Management as Manager
-----------------------------------------------------------------
John Bircher III, the trustee appointed in the Chapter 11 cases of
Grand Valley MHP, LLC and its affiliates, seeks approval from the
U.S. Bankruptcy Court for the Eastern District of North Carolina to
employ M. Shapiro Management Company, LLC as property manager.
The firm's services include:
(a) supervise and direct the management and operation of the
property on behalf of the trustee and for his account.
(b) negotiate and enter into service contracts in the name of
owner required in the ordinary course of business in operating the
property;
(c) maintain and supervise and direct the maintenance of
complete financial books and records relating to the operation of
the property pursuant to Article 9 thereof;
(d) collect for the account of trustee all rentals, receipts,
and any and all other charges and/or income accruing to trustee
from the property during the term of this agreement;
(e) keep the property and all parts thereof in good order,
repair, and condition and the property shall be maintained as a
mobile home park as manager, usually maintains similar mobile home
parks. Manager shall have the right to (a) operate, manage,
maintain, and improve the property;
(f) manager shall duly and punctually cause the property to
comply with all the obligatios of trustee/owner as the lessor under
nay leases with at the property, but solely on behalf of
trustee/owner and at trustee/owner's sole expense;
(g) operate and maintain the property to comply with and abide
by all statues, laws, rules, regulations, requirements, orders,
notices, determinations, and ordinances of all applicable federal
state, and local government authorities, departments, commissions,
or borads having jurisdiction over the property or any part
thereof;
(h) arrange for such contracts to the extent that such
contracts are not in place of electricity, gas, fuel, water, sewer,
telephone, rubbish removal, and other like utility services for the
property as manager shall deem advisable; provided; however, that
all such utility services shall be in name of the owner;
(i) take all necessary steps to prevent the creation of, and
to remove, any claim of lien, encumbrance, or security interests
whih attaches to the property or any part thereof if such claim of
lien, encumbrance, or security interest has been asserted without
the trustee's consent, unless trustee shall notify manager in
writing that trustee does not wish to contest such claims of lien,
encumbrance, or security interest; and
(j) manager shall disburse and pay, or cause to be disbursed
and paid, on behalf of and in the name of owner and/or manager, in
such amounts and at such times as the same are required to be paid
in connection with the ownership, maintenance, and operation of the
property.
The manager shall be paid and reimbursed as follows:
1. A management fee of $3,500 per month per property or 5
percent of the gross revenues collected per month, whichever is
greater;
2. A set-up/transition fee equal of 1 month management fees;
3. A close-out/disposition fee equal of 1 month, upon sale of
the property and/or the transition of management of the property;
4. A 5 percent construction management fee for all projects
not related to home installation or preparation exceeding $10,000
in cost in aggregate;
5. No fee for senior management presence on-site;
6. No hourly fee for report preparation or accounting, except
that should trustee or other parties require a set of books be kept
for the accounting of home entity activity separate that of the per
property books and records, an additional fee of $1,500 per book
shall apply;
7. A fee of $1,000 per unit for (a) each manufactured home
unit that is currently located on the Property that is requiring
significant work (beyond sales cleaning and repair of normal wear
and tear) prior to sale or lease and is subsequently made
marketable;
8. A fee of $1,000 per unit for (a) each manufactured home
unit that is currently located on the Property that is either
rented or sold to a third party and thereafter occupied, and (b)
each manufactured home unit that is not currently located on the
property that is hereafter relocated onto the property and
thereafter occupied.
Mark Kassab, senior vice president at M. Shapiro Management
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:
Mark Kassab
M. Shapiro Management Company LLC
31550 Northwestern Highway Suite 220
Farmington Hills, MI 48334
Telephone: (248) 865-0066
Email: mkassab@mshapirorealestate.com
About Grand Valley MHP
Grand Valley MHP, LLC operates in the mobile home park industry,
managing and providing residential spaces for mobile homeowners.
The company primarily focuses on leasing land and facilities to
individuals or families who own mobile homes, offering essential
services such as land maintenance, utility connections, and
sometimes community amenities.
Grand Valley MHP sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-03431) on Sept. 20,
2024, with $10 million to $50 million in both assets and
liabilities. The petition was signed by Neil Carmichael Bender, II
as manager.
Judge Pamela W. McAfee oversees the case.
The Debtor is represented by Bradley S. Shraiberg, Esq. at
Shraiberg Page P.A.
GRAND VALLEY: Gets Interim OK to Use Cash Collateral Until Nov. 30
------------------------------------------------------------------
Grand Valley MHP, LLC received fourth interim approval to use the
cash collateral of its secured creditors through Nov. 30.
The interim order penned by Judge Pamela McAfee of the U.S.
Bankruptcy Court for the Eastern District of North Carolina
approved the use of cash collateral for ordinary business expenses,
which are estimated at $38,582.52.
Grand Valley MHP is not allowed to exceed any line item on the
authorized expenditures unless approved by the Chapter 11 trustee,
and if the trustee approves, then the total of all amounts in
excess of all line items must not exceed 10%
percent of the total authorized expenditures.
The interim order granted secured creditors replacement liens on
the company's assets, with the same priority as their
pre-bankruptcy liens. However, creditors are not entitled to liens
on certain assets, including causes of action.
This is the fourth interim cash collateral order issued by the
court since Grand Valley MHP's Chapter 11 filing. The court issued
interim cash collateral order on Oct. 4 to pay $24,584.01 in
operating expenses; on Oct. 28 to pay $133,734.57 in operating
expenses; and on Oct. 30 to pay $127,154.42 in operating expenses.
The next hearing is scheduled for Dec. 3.
About Grand Valley MHP
Grand Valley MHP, LLC operates in the mobile home park industry,
managing and providing residential spaces for mobile homeowners.
The company primarily focuses on leasing land and facilities to
individuals or families who own mobile homes, offering essential
services such as land maintenance, utility connections, and
sometimes community amenities.
Grand Valley MHP sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-03431 with $10
million to $50 million in both assets and liabilities. The petition
was signed by Neil Carmichael Bender, II as manager.
Judge Pamela W Mcafee oversees the case.
The Debtor is represented by Bradley S. Shraiberg, Esq., at
Shraiberg Page P.A.
GRAND VALLEY: Trustee Taps Country Boys Auction as Auctioneer
-------------------------------------------------------------
John C. Bircher III, Trustee of Grand Valley MHP, LLC, seeks
approval from the U.S. Bankruptcy Court for the Eastern District of
North Carolina to hire Country Boys Auction & Realty Co., Inc. as
his auctioneer.
The auctioneer's services include:
a. preparing and conducting an inventory of the property to be
sold and reporting the results to the Trustee;
b. advising the Trustee of the security of the location of the
assets and of any need for special handling, including securing and
changing of locks as needed;
c. assisting the Trustee in establishing a location for the
sale and any presale storage;
d. assembling assets to be sold, including cleaning, tagging,
sorting, and grouping and set up of assets to be sold;
e. providing and posting of signs;
f. creating and distributing sale brochures, including any
postage expenses;
g. providing all advertising text;
h. providing for a registrar/cashier at sale;
i. registering bidders by name, address, and bidder number;
j. conducting sale and collection of auction proceeds, and
providing for security and site restoration;
k. providing the Trustee with a sale report, including bid
sheets of items sold, a copy of bidder registration, and accounting
of receipts, a written copy of all pre-sale announcements, and
copies of all ads and brochures used with the sale; and
l. providing any other liquidation services for the Trustee as
may be necessary for an orderly and complete liquidation.
The firm will be paid at these rates:
-- For real properties, the firm will be paid a commission of 10
percent of the first $25,000; and 6 percent of balance;
-- For personal properties, the firm will be paid a commission
of 20 percent on the first $20,000; 10 percent on the next $50,000;
and 8 percent of balance.
Additionally, the auctioneer shall be entitled to receive an
additional fee of 5 percent of the successful bid, up to maximum
amount of $1,000.
Mike Gurkins, a partner at Country Boys Auction & Realty, 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:
Mike Gurkins
Country Boys Auction & Realty, Inc.
1211 West Fifth Street
Washington, NC 27889
Tel: (252) 946-6007
About Grand Valley MHP
Grand Valley MHP, LLC operates in the mobile home park industry,
managing and providing residential spaces for mobile homeowners.
The company primarily focuses on leasing land and facilities to
individuals or families who own mobile homes, offering essential
services such as land maintenance, utility connections, and
sometimes community amenities.
Grand Valley MHP sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-03431 with $10
million to $50 million in both assets and liabilities. The petition
was signed by Neil Carmichael Bender, II as manager.
Judge Pamela W Mcafee oversees the case.
The Debtor is represented by Bradley S. Shraiberg, Esq. at
Shraiberg Page P.A.
HAGEN CONSTRUCTION: Hires Holbrook Law as Bankruptcy Counsel
------------------------------------------------------------
Hagen Construction, LLC filed an amended application seeking
approval from the U.S. Bankruptcy Court for the District of Oregon
to employ Holbrook Law LLC as its counsel.
The firm will render these services:
(a) advise the Debtor with respect to its powers and duties as
debtor-in-possession in the
operation of Debtor's business;
(b) institute such adversary proceedings as are necessary in
the case;
(c) represent Debtor generally in the proceedings and to
propose on behalf of the Debtor as a debtor-in-possession necessary
applications, answers, orders, reports and other legal papers; and
(d) perform all other legal services for a
debtor-in-possession or, if necessary, to employ an attorney for
such professional services.
The firm will charge $250 per hour for the services of Douglas R.
Holbrook, Esq., owner.
Mr. Holbrook assured the court that his firm is a "disinterested
person", within the meaning of U.S.C. 101(14).
The firm can be reached through:
Douglas R. Holbrook, Esq.
Holbrook Law LLC
131 NW 20th St
Newport, OR 97365
Phone: (541) 265-2300
About Hagen Construction
Hagen Construction, LLC sought relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ore. Case No. 24-62115) on September 20,
2024, listing under $1 million in both assets and liabilities.
Judge Peter C. McKittrick oversees the case.
The Debtor tapped Holbrook Law LLC as counsel and Thomas M. Wilson
E.A., Accounting & Tax as accountant.
HAWKERS LLC: Gets OK to Hire Shuffield Lowman & Wilson as Counsel
-----------------------------------------------------------------
Hawkers, LLC and its affiliates received approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Shuffield, Lowman & Wilson, PA as special corporate counsel.
The firm will assist with matters related to general legal
representation, including but not limited to reviewing contracts,
demands, transactions, or other legal issues associated with the
Debtors' business operations.
The firm's hourly rates range from $220 to $550 for
paraprofessionals and attorney services.
Shuffield, Lowman received a retainer in the amount of $10,000 from
the Debtor.
Julia Dennis, Esq., an attorney at Shuffield, Lowman & Wilson,
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:
Julia D. Dennis, Esq.
Shuffield, Lowman & Wilson, P.A.
1000 Legion Place, Suite 1700
Orlando, FL 32801
Telephone: (407) 581-9800
Facsimile: (407) 581-9801
Email: jdennis@shufieldlowman.com
About Hawkers LLC
Hawkers, LLC is a restaurant and food service company known for its
vibrant and innovative culinary offerings, often focusing on a
fusion of Asian street food with modern American flavors. The
company operates multiple locations across the United States,
providing a diverse menu that includes various dishes, such as bao
buns, rice bowls, and shareable plates.
Hawkers and its affiliates filed Chapter 11 petitions (Bankr. M.D.
Fla. Lead Case No. 24-05079) on September 23, 2024. The petitions
were signed by Kaleb C. Harrell as manager.
At the time of the filing, Hawkers reported $10 million to $50
million in both assets and liabilities.
Judge Lori V. Vaughan oversees the cases.
The Debtors tapped R. Scott Shuker, Esq., at Shuker & Dorris, P.A.
as bankruptcy counsel and Julia D. Dennis, Esq., at Shuffield,
Lowman & Wilson, PA as special corporate counsel.
HAWKERS LLC: Gets OK to Tap Shuker & Dorris as Bankruptcy Counsel
-----------------------------------------------------------------
Hawkers, LLC and its affiliates received approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Shuker & Dorris, PA as legal counsel.
The firm's services include:
(a) advise the Debtors of their rights and duties in these
cases;
(b) prepare pleadings related to these cases; and
(c) take any and all other necessary action incident to the
proper preservation and administration of these estates.
The firm's counsel and staff will be paid at these hourly rates:
R.S. Shuker, Partner $700
M.L. Dorris, Partner $550
L.L. Stricker, Associate $475
M.A. Franklin, Paraprofessional $225
A.R. Tillman, Paraprofessional $105
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, the Debtors advanced $159,045.50 for
postpetition services and expenses.
R. Scott Shuker, Esq., a partner at Shuker & Dorris, 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:
R. Scott Shuker, Esq.
Shuker & Dorris, P.A.
121 S. Orange Avenue, Suite 1120
Orlando, FL 32801
Telephone: (407) 337-2060
Facsimile: (407) 337-2050
Email: rshuker@shukerdorris.com
About Hawkers LLC
Hawkers, LLC is a restaurant and food service company known for its
vibrant and innovative culinary offerings, often focusing on a
fusion of Asian street food with modern American flavors. The
company operates multiple locations across the United States,
providing a diverse menu that includes various dishes, such as bao
buns, rice bowls, and shareable plates.
Hawkers and its affiliates filed Chapter 11 petitions (Bankr. M.D.
Fla. Lead Case No. 24-05079) on September 23, 2024. The petitions
were signed by Kaleb C. Harrell as manager.
At the time of the filing, Hawkers reported $10 million to $50
million in both assets and liabilities.
Judge Lori V. Vaughan oversees the cases.
The Debtors tapped R. Scott Shuker, Esq., at Shuker & Dorris, P.A.
as bankruptcy counsel and Julia D. Dennis, Esq., at Shuffield,
Lowman & Wilson, PA as special corporate counsel.
HEXION INC: S&P Alters Outlook to Stable, Affirms 'B-' ICR
----------------------------------------------------------
S&P Global Ratings revised its outlook on Hexion Inc. to stable
from negative. S&P affirmed its 'B-' issuer credit rating. S&P also
affirmed its 'B-' issue-level rating on the company's first-lien
senior secured debt. S&P's '3' recovery rating is unchanged. S&P
also affirmed its 'CCC+' rating on the second-lien senior secured
debt. S&P's '5' recovery rating is unchanged.
The stable outlook reflects S&P's expectations that Hexion's credit
metrics will remain appropriate for the current rating for the next
12 months with continued improvement in profitability and
liquidity.
Hexion has improved its operating performance and free operating
cash flow (FOCF) despite a challenging macroeconomic environment,
resulting in a stronger credit profile.
In the first nine months of 2024, the company experienced a minimal
uptick in resin and formaldehyde sales volumes amid persistent
softness in demand--particularly in key end markets including new
home construction, repair and remodeling, and furniture--as
discretionary spending remained hindered by inflation and elevated
interest rates. During this period, average selling prices (ASPs)
were reduced to pass through lower input costs. However, the
company improved its S&P Global Ratings-adjusted EBITDA primarily
because of lower raw material costs, improved commercial execution,
and various cost reduction measures. Most of these enhancements are
part of the company's continuous business transformation program
called HexionNEXT, which aims to improve its operating efficiency
through different avenues.
S&P said, "We expect S&P Global Ratings-adjusted EBITDA margins
will improve to the mid-teens percent area in 2024 and subsequently
reach the high-teens percent area in 2025 as the company benefits
from full-year impacts of earlier initiatives and incurs
meaningfully lower costs in relation to HexionNEXT. As a result, we
anticipate Hexion's weighted-average S&P Global Ratings-adjusted
debt to EBITDA ratio will be between 6.5x-7.5x over the next 12
months, with most of the improvement likely to occur in 2025.
"In our base-case scenario, we forecast positive FOCF and adequate
liquidity for Hexion."
Hexion has a largely floating-rate debt structure, with most of the
principal covered by interest rate hedges to mitigate interest rate
volatility. S&P said, "The company's EBITDA interest coverage ratio
for 2024 was better than our prior forecast due to improved
earnings. In 2025, we anticipate EBITDA interest coverage will
improve further as earnings increase and interest expenses decrease
year over year. We expect the company's average borrowing cost will
reduce in tandem with lower benchmark rates in the U.S."
S&P said, "We now expect Hexion will generate positive FOCF in 2024
and 2025, which supports our revision of its liquidity assessment
to adequate from less than adequate. Under its asset-based lending
(ABL) facility, the company is subject to a springing fixed-charge
coverage covenant that we expect will not be triggered in the next
12 months. We also expect Hexion will maintain adequate EBITDA
cushion over the next 12 months. The company does not have any
material near-term debt maturities; the earliest sizeable debt
maturity is in March 2028.
"Our assessment of Hexion's business risk incorporates its exposure
to diversified but cyclical end markets, a competitive operating
environment, and its ability to pass on volatile raw material
costs."
Hexion's cyclical end markets include new home construction, repair
and modeling, furniture, industrial, and energy. Amid high
inflation, high mortgage rates, and weaker consumer purchasing
power, demand in these end markets decreased in 2023 and has
remained relatively flat through most of 2024. S&P said, "Hexion
has average profitability among specialty chemical producers, and
we expect S&P Global Ratings-adjusted EBITDA margin for 2024 will
be in the mid-teen percent area, albeit improving in coming years.
We believe the company operates in a competitive market and is
somewhat constrained in its pricing capabilities, which affects
profitability."
The company is also exposed to volatile costs for key inputs such
as methanol and urea, but a vast majority of its sales are made
through contracts that allow it to pass through input costs. In
recent years, Hexion has favorably executed contract renegotiations
in the adhesives segment, resulting in stronger EBITDA margins,
which we believe are sustainable. S&P believes the company benefits
from its position as a large buyer of its major raw materials,
including methanol and phenol. Hexion also benefits from a solid
geographic footprint and customer diversity; it generates about
half of its revenues outside the U.S., largely from Canada, South
America, Australia, New Zealand, and Europe.
S&P said, "Our stable outlook on Hexion reflects our expectation
that its improvements in operating performance in 2024 and 2025
will result in its credit metrics being appropriate for the current
rating. We forecast its weighted-average S&P Global
Ratings-adjusted debt to EBITDA will be between 6.5x-7.5x over of
the next 12 months. We anticipate the company's productivity
improvement initiatives will result in S&P Global Ratings-adjusted
EBITDA margins increasing to the high-teens percent over the next
12-18 months, even though we do not expect a meaningful rebound in
demand in 2025 from its key end markets. We expect the company will
generate positive FOCF in 2024 and 2025 and maintain adequate
liquidity. In our base-case scenario, we assume no material
increases in debt to fund acquisitions."
S&P could lower the rating over the next 12 months if:
-- Hexion's earnings are weaker than we expect, such that its S&P
Global Ratings-adjusted debt to EBITDA ratio deteriorates to above
8.5x on a sustained basis. This could occur if earnings are lower
than projected due to a weakening of demand in key end markets, an
unanticipated increase in raw material costs or the inability of
the company to execute against its targeted cost structure
improvements and growth initiatives;
-- Free cash flows were persistently negative, resulting in its
liquidity sources to uses ratio falling below 1.2x with no
prospects for improvement;
-- Hexion undertook a large debt-funded acquisition or shareholder
distribution, stretching its credit measures; or
-- The company pursues a debt exchange or repurchase that S&P
views as distressed.
S&P said, "We could take a positive rating action over the next few
quarters if Hexion's earnings are better than we expect, such that
S&P Global Ratings-adjusted debt to EBITDA improves to below 6.5x
on a weighted-average basis. This could occur if the company
continues to capture savings and achieves margins growth as a
result of actions under HexionNEXT or costs of key raw materials
fall. Leverage could also improve because of higher volumes from a
faster-than-expected recovery in the macroeconomic environment and
demand in key cyclical end markets. For a positive rating action,
we would expect the company to consistently generate positive FOCF.
We would also need clarity that the sponsor's financial policies
would support better credit measures."
HOMESTEADER FIRST: 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
Homesteader, First Coast Edition Inc.
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 The Homesteader, First Coast Edition
The Homesteader, First Coast Edition Inc., doing business as More
Than Ink Printing, is a commercial printing company in
Jacksonville, Fla.
The Homesteader sought relief under Subchapter V of Chapter 11 of
the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-03249) on
October 25, 2024, with $1 million to $10 million in both assets and
liabilities. Aaron Canaday, vice-president, signed the petition.
Judge Jason A. Burgess handles the case.
The Debtor is represented by William B McDaniel, Esq., at Lansing
Roy, PA.
ICAHN ENTERPRISES: S&P Rates $500MM Senior Secured Notes 'BB-'
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue rating and '3' recovery
rating to Icahn Enterprises L.P.'s proposed $500 million senior
secured notes due 2029. The '3' recovery rating indicates our
expectation of meaningful recovery (65%) in the event of default.
The proposed notes will be secured by collateral on an equal and
ratable basis with the company's existing senior notes and will be
pari passu to all existing and future senior indebtedness of Icahn
Enterprises L.P. (IEP; BB-/Stable/--). The proposed notes will be
unconditionally guaranteed on a senior secured basis by Icahn
Enterprises Holdings L.P.
The rating on IEP's existing senior notes remains 'BB-', also with
a '3' recovery rating. IEP's existing indentures mandate that the
senior (currently unsecured) notes will be pari passu in right of
payment to all existing and future senior indebtedness.
Following the closing of the proposed issuance, S&P expects all IEP
debt, including the existing senior notes, to be secured by
first-priority security interests in the equity interests of
subsidiaries of IEP. After the closing and the granting of the
liens on the collateral to secure IEP's existing senior notes, IEP
will have no material unsecured third-party debt. The existing
senior notes are also guaranteed by Icahn Enterprises Holdings
L.P.
S&P said, "We anticipate IEP will use the proceeds from the
offering to repay a portion of its $1.2 billion 6.25% senior
unsecured notes due 2026. Pro forma for the proposed transaction,
we expect IEP to have about $4.7 billion of gross debt and $1.6
billion of cash on the balance sheet, which we net against gross
debt in our loan-to-value (LTV) ratio calculation.
"The stable outlook on the long-term issuer credit rating on IEP
indicates our expectation that the company will maintain an LTV
ratio of 45%-60% without significant changes to asset quality,
portfolio concentrations, or the liquidity position over the next
12 months."
Issue Ratings--Recovery Analysis
Key analytical factors
-- S&P's simulated default scenario contemplates a default
occurring in 2028 caused by significant stress in IEP's portfolio,
resulting in a significant decline in investment values, an
elimination of dividend income, and stress on IEP's liquidity.
-- S&P believes the remaining value in a bankruptcy would come
solely from IEP's portfolio.
-- S&P has therefore valued the company through a discrete asset
valuation of its holdings.
Simulated default assumptions
-- S&P assumes a substantial decline in IEP's investments such
that all equity cushion is eliminated.
-- S&P assumes the remaining portfolio is distressed and largely
illiquid, requiring an additional discount to be sold in a
liquidation process.
-- S&P assumes distributions from portfolio companies are
eliminated and IEP burns through its cash.
Simplified waterfall
-- Discrete asset valuation of the company's portfolio (after 5%
administrative costs): $3.3 billion
-- Senior notes: $4.8 billion
--Recovery expectation: Approximately 65%
Note: All debt amounts include six months of prepetition interest.
Debt maturities before 2028 are presumed to be rolled over under
similar terms.
IHEARTMEDIA: Extends Contract With Jordan Fasbender to 2026
-----------------------------------------------------------
iHeartMedia, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that the Company's
subsidiary, iHeart Management Services, Inc., entered into an
amended and restated employment agreement with Jordan R. Fasbender.
The A&R Employment Agreement extends Ms. Fasbender's employment
term until September 30, 2026. On October 1, 2026, and each
anniversary thereof, the A&R Employment Agreement will
automatically renew for successive one-year periods unless either
iHeart Management or Ms. Fasbender elects not to extend such
agreement. The other material changes under the A&R Employment
Agreement include:
(i) Ms. Fasbender's title was changed to Executive Vice
President, Chief Legal Officer and Corporate Secretary,
(ii) her annual base salary was increased to $825,000
(effective October 1, 2024), and will increase to $850,000 on
October 1, 2025,
(iii) her target bonus was increased to 115% of her annual base
salary and
(iv) commencing with the Company's 2025 fiscal year, it is
expected that the Company will grant to Ms. Fasbender an annual
equity award with a target grant-date fair value equal to
$1,000,000; provided, that any annual equity award (and the terms
and amount of such award) will be subject to approval by the
Compensation Committee of the Company's Board of Directors.
About iHeart Media
iHeartmedia Inc. develops, owns, and operates the iHeart.com
Website, which includes a broad selection of video content posted
along with their stories.
IHEARTMEDIA: Reaches Exchange Deal w/ Creditors Holding 80% Debt
----------------------------------------------------------------
Lin Cheng of Bloomberg Law reports that iHeartMedia has reached a
transaction support agreement with a group of lenders and
noteholders.
The initial group of supporters represents approximately 80% of the
company's existing debt, including 77% of senior secured notes
maturing in 2026, 79% of those due in 2027, 38% of senior secured
notes due in 2028, 71% of senior unsecured notes maturing in 2027,
and 92% of term loans.
The agreement aims to extend the maturity of the exchanged debt by
three years. iHeartMedia plans to initiate the exchange offer
shortly.
About iHeartMedia
iHeartMedia Capital I, LLC, operates as a media and entertainment
company. As of December 31, 2017, it owned 849 radio stations,
including 240 AM and 609 FM stations servicing approximately 160
markets in the United States. The company was formerly known as
Clear Channel Capital I, LLC, and changed its name to iHeartMedia
Capital I, LLC, in September 2014. The company is headquartered in
San Antonio, Texas.
INDUSTRIAL SCREW: Gets Final OK to Use Cash Collateral Thru Jan. 31
-------------------------------------------------------------------
Industrial Screw Conveyors, Inc. received final approval from the
U.S. Bankruptcy Court for the Northern District of Texas to use
cash collateral until Jan. 31 next year.
The company is allowed to use cash collateral only for normal,
ordinary course operating expenses and is prohibited from paying
wages or salaries to insiders without further court order or
written agreement.
Industrial Screw Conveyors must make two payments to First Guaranty
Bank, totaling $82,153.10, as adequate protection, and must obtain
an order confirming a Chapter 11 plan by Jan. 31.
Industrial Screw Conveyors' first full post-confirmation payment to
First Guaranty Bank must be received by Feb. 28. If Industrial
Screw Conveyors fails to meet these deadlines, it will constitute
an event of default unless First Guaranty Bank agrees to waive or
release the default.
About Industrial Screw Conveyors
Industrial Screw Conveyors, Inc. is a single asset real estate. Its
business is located at 4133 Conveyor Drive, Burleson, Texas.
Industrial Screw Conveyors filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No.
23-30228) on Feb. 7, 2023, with $1 million to $10 million in
assets
and $10 million to $50 million in liabilities. William A. Hartley,
president of Industrial Screw Conveyors, signed the petition.
Judge Scott W. Everett oversees the case.
The Debtor is represented by Hayward, PLLC.
INGRAM MICRO: S&P Upgrades ICR to 'BB' Following IPO Closing
------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on global IT
distributor Ingram Micro Inc. (NYSE: INGM) and its issue-level
rating on its senior secured debt to 'BB' from 'BB-'.
The stable outlook reflects S&P's view that Ingram Micro will
sustain leverage below 4.5x, but its sponsor will continue to own a
controlling stake over the medium term.
Ingram Micro's IPO closed as expected and the company has used
proceeds to pay down debt balances. The IPO priced at $22 per
share, higher than the midpoint of the company's marketed range of
$20 to $23 per share. Ingram and its sponsor Platinum Equity sold a
combined 18.6 million shares. After the first day of trading,
Ingram's share price reached about $24.61, and the company's
valuation climbed to nearly $5.8 billion. The company used all the
net proceeds from the primary offering of $233.1 million to pay
down debt. Following the repayment, the company will have about
$4.7 billion of debt outstanding, and leverage near 3.7x. S&P
expects further debt paydowns of about $200 million in the first
half of next year to bring leverage down to the mid 3x area by the
end of 2025.
The stable outlook reflects S&P's view that Ingram Micro will
sustain leverage below 4.5x, but its sponsor will continue to own a
controlling stake over the medium term.
S&P could lower its ratings if Ingram Micro sustains adjusted
leverage above 4.5x. This could happen if:
-- The company adopts a more aggressive financial policy that
includes significant debt-financed acquisitions or shareholder
returns, resulting in higher leverage; or
-- Demand headwinds persist or intensify, leading to weaker
profitability or more volatile cash flows.
S&P could raise S&P's ratings over the next 12–24 months if:
-- The company is able to grow revenues in at least the low-single
digits;
-- It sustains adjusted leverage below 4.0x; and
-- Its sponsor relinquishes control of the company, through both
equity ownership and board of director seats.
INVESTORWIZE LLC: Case Summary & Three Unsecured Creditors
----------------------------------------------------------
Debtor: InvestorWize LLC
7927 Yale Harbor Drive
Wesley Chapel, FL 33545
Business Description: InverstorWize is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: November 13, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-06687
Judge: Hon. Catherine Peek Mcewen
Debtor's Counsel: Jeffrey C. Hakanson, Esq.
MCYNTYRE THANASIDES BRINGGOLD ELLIOTT, ET AL.
1228 E. 7th Ave
Suite 100
Tampa, FL 33605
Tel: 813-223-0000
Email: jeff@mcintyrefirm.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Geoffrey C Jones as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/KJSZEUI/InvestorWize_LLC__flmbke-24-06687__0001.0.pdf?mcid=tGE4TAMA
JACON LLC: Amends Platinum Bank Secured Claim Pay
-------------------------------------------------
Jacon, LLC, submitted a 3rd Amended Disclosure Statement describing
Chapter 11 Plan dated September 30, 2024.
The Debtor agreed to sell certain assets that were not being fully
utilized after the filing date. The first auction netted $581,810
in proceeds that paid down the secured claim of Platinum Bank.
The Debtor conducted a second auction April 2024 that realized
$436,000 in net proceeds, and also sold its real estate (and leased
the same back) that resulted in a net amount of $771,598. The net
proceeds of these two sales paid down the secured liens of Platinum
Bank.
On June 30, 2024, the Debtor's office and shop burned in a fire.
The damage was extensive and the Debtor and its employees lost
substantial assets in the fire. The Debtor's business was
interrupted as it had to move operations to a temporary office.
There was insurance coverage on the lost assets, and Debtor is
pursuing insurance claims on its and its employees' damaged assets.
Platinum Bank has an interest in the insurance proceeds by virtue
of its secured liens, and the Debtor is in communication with
Platinum Bank regarding the insurance claim process.
The current cash position of the Debtor as of September 30, 2024
was $17,138.00.
Class 1 consists of the Secured Claim of Platinum Bank. The Debtor
has secured debt owed to Platinum as of the Petition Date in the
amount of $5,219,036.76. Platinum's debt is secured with a blanket
lien against all of the assets of the Debtor. Since the Petition
Date, the Debtor has sold assets for the purpose of this Disclosure
Statement, the Debtor estimates the fully secured claim of Platinum
to be $2,765,016 as of the date of this disclosure statement.
The Class 1 Claim will be paid in full, in cash, starting on the
Effective Date and continuing thereafter on a monthly basis, on the
first business day of each calendar month, until said Class 1 Claim
is paid in full, as follows: (a) for a period of one hundred twenty
months from the Effective Date at the annual interest rate of 6.0%,
with a principal and interest payment of $30,697.35 per month, on
an "amortizing" basis of principal and interest, on a ten-year
amortization schedule.
The 3rd Amended Disclosure Statement does not alter the proposed
treatment for unsecured creditors and the equity holder:
* Class 10 consists of of Allowed General Unsecured Claims. As
of the date hereof, the Debtor estimates the total pool of allowed
general unsecured claims to be $3,616,388.49. In full satisfaction
of such claims, each Holder of a Class 10 claim shall receive its
pro rata share of $60,000.00 per year, with the first payment being
on the one-year anniversary of the Effective Date, and 2 more
payments on the second and third year anniversaries of the
Effective Date, for a total of three payments equaling $180,000.00.
The percentage payment to each Class 10 creditor is approximately
5.0%. Class 10 is impaired and entitled to vote to accept or reject
the Plan.
* Class 11 consists of Equity Security Holders of the Debtor.
The Equity Security Holder (Jason Jacobsen) will retain his
membership interests in the Debtor subsequent to confirmation of
the Plan for a cash contribution of $5,000.00, plus Mr. Jacobsen
agrees to operate the Debtor for his yearly compensation of $95,000
gross per year which he feels is a below market wage give the
amount of time he works for the Debtor each week. This cash payment
from Mr. Jacobsen to the Debtor is due 10 days after the Effective
Date. This is an Unimpaired Class.
The Debtor is pursuing this Plan to continue its business
operations subsequent to approval of this Plan of Reorganization.
The Debtor will make payments due under the Plan from business
operations. The Debtor does not require any capital infusion or
additional loans. The Debtor anticipates no adverse tax
consequences to it as a result of the Court confirming the Debtor's
Plan of Reorganization. Creditors or Equity Security Holders that
are concerned that the Plan may affect their tax liability should
consult with their own accountants, attorneys and/or business
advisors.
A full-text copy of the Third Amended Disclosure Statement dated
September 30, 2024 is available at https://urlcurt.com/u?l=BRU0C4
from PacerMonitor.com at no charge.
The Debtor's Counsel:
John D. Lamey III, Esq.
LAMEY LAW FIRM, P.A.
980 Inwood Ave N
Oakdale,MN 55128-7094
Tel: 651-209-3550
E-mail: jlamey@lameylaw.com
About Jacon LLC
Jacon LLC is a demolition, excavating, and utilities contractor in
the St. Paul/Minneapolis area. The Debtor sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No.
23-31873) on September 12, 2023. In the petition signed by Jason
Jacobsen, president, the Debtor disclosed up to $10 million in both
assets and liabilities.
William J. Fisher oversees the case.
John D. Lamey III, Esq., at Lamey Law Firm, P.A., represents the
Debtor as legal counsel.
JBRI CONSTRUCTION: Seeks to Tap Cooper & Scully as Legal Counsel
----------------------------------------------------------------
JBRI Construction Services, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ of
Cooper & Scully, PC as legal counsel.
The firms will render these services:
(a) prepare and file schedules and a statement of financial
affairs;
(b) negotiate with creditors and handle routine motions such
as motions for relief from stay, cash collateral motions and the
myriad of bankruptcy motions that will be filed in this case;
(c) file objections to claims, if necessary;
(d) perform legal work necessary to sell property of the
estate;
(e) draft, file and prosecute adversary proceedings necessary
to determine the extent, validity and priority of liens;
(f) draft, file and prosecute avoidance actions if necessary;
(g) draft, file and prosecute adversary proceedings, motions
and contested pleadings as necessary;
(h) prepare and file a Plan and Disclosure Statement;
(i) conduct discovery that is required for the completion of
the case or any matter associated with the case;
(j) perform all legal matters that are necessary for the
completion of the case; and
(k) perform miscellaneous legal duties to complete the
bankruptcy case.
The hourly rates of the firm's counsel and staff are as follows:
Julie Koenig, Attorney $450
Paralegal $125
The firm received a total retainer of $20,000 from the Debtor.
Ms. Koenig 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:
Julie Koenig, Esq.
Cooper & Scully, P.C.
900 Jackson St Ste 100
Dallas, TX 75202
Telephone: (214) 712-9500
About JBRI Construction Services
JBRI Construction Services, LLC sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-35173) on
November 4, 2024, listing up to $10 million in both assets and
liabilities.
Judge Eduardo V. Rodriguez oversees the case.
Julie Koenig, Esq., at Cooper & Scully, P.C. serves as the Debtor's
counsel.
JORDAN HEALTH: Committee Taps Genesis Credit as Financial Advisor
-----------------------------------------------------------------
The official committee of unsecured creditors of Jordan Health
Products I, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Genesis
Credit Partners LLC as financial advisor.
The firm's services include:
a. familiarizing the Committee and its counsel with and
analyzing the Debtors' budget, assets and liabilities, and overall
financial condition;
b. reviewing financial and operational information furnished
by the Debtors;
c. facilitating or assisting in monitoring any and all asset
and IP sale processes, review bidding procedures, stalking horse
bids, asset purchase agreements, interfacing with the Debtors'
professionals, and advising the Committee regarding the process;
d. scrutinizing the economic terms of various agreements;
e. assessing the Debtors' various pleadings and proposed
treatment of unsecured creditor claims therefrom;
f. preparing, or reviewing as applicable, avoidance action and
unsecured claims pool analyses;
g. investigation and assessment of various past financial and
other transactions by the Debtors and the management team;
h. assessing the scope and viability of causes of action
arising from investigations;
i. assisting the Committee in reviewing the Debtors' financial
reports, including, but not limited to, statements of financial
affairs, schedules of assets and liabilities, DIP budgets, and
monthly operating reports;
j. advising the Committee on the current state of these
chapter 11 cases;
k. advising the Committee in negotiations with the Debtors and
third parties as necessary;
l. If necessary, participating as a witness in hearings before
the Court with respect to matters upon which GCP has provided
advice; and
m. other activities as are approved by the Committee, the
Committee's counsel, and as agreed to by GCP.
The firm can be reached through:
Partners $750 to $1,000
Directors / Managing Directors $600 to $700
Associates/Vice-Presidents $450 to $550
Analysts $300 to $400
As disclosed in a court filing, Genesis Credit Partners is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Edward Kim
Genesis Credit Partners LLC
701 Brickell Avenue, Suite 1480
Miami, FL 33131
Phone: (646) 509-3490
Email: ekim@gencp.com
About Jordan Health Products I, Inc.
Jordan Health Products I, Inc., doing business as Avante Health
Solutions, is a provider of medical equipment solutions, selling
new and refurbished equipment, parts, service, support, and
training to healthcare facilities worldwide. Several Avante
businesses act as independent service organizations ("ISO") for
various medical facilities to provide maintenance and support
services for equipment manufactured and produced by other companies
(known as original equipment manufacturers, or "OEMs").
Jordan Health Products I, Inc. and its affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead
Case No. 24-12271) on Oct. 8, 2024. In the petitions signed by Rob
Hubbard, chief restructuring officer, the Debtors disclosed up to
$100 million in estimated assets and up to $500 million in
estimated liabilities.
The Debtors tapped Polsinelli PC as counsel, Riveron Management
Services, LLC as restructuring advisor, and Livingstone Partners
LLC as investment banker. Omni Agent Solutions, Inc., is the
Debtors' notice, claims, and balloting agent.
JORDAN HEALTH: Committee Taps Potter Anderson & Corroon as Counsel
------------------------------------------------------------------
The official committee of unsecured creditors of Jordan Health
Products I, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Potter
Anderson & Corroon LLP as its counsel.
The firm's services include:
a. advising the Committee with respect to its rights, powers
and duties;
b. advising the Committee in its consultations with the
Debtors relative to the administration of the Chapter 11 Cases;
c. advising the Committee in analyzing the claims of the
Debtors' creditors and in negotiating with such creditors;
d. reviewing financial and operational information furnished
by the Debtors to the Committee;
e. investigating, and advising the Committee with respect
thereto, the acts, conduct, assets, liabilities, and financial
condition of the Debtors and/or insiders, the operations of the
Debtors' business and the desirability of the continuance of such
business, motions filed, assets of the estate and any other matters
relevant to the Chapter 11 Cases or to the formulation of a plan
and/or exit strategy;
f. assisting the Committee in its analysis of, and
negotiations with, the Debtors or any third party concerning
matters related to, among other things, cash collateral usage or
financing to be obtained in the Chapter 11 Cases and the terms of
any plan of reorganization or liquidation of the Debtors;
g. conferring with the Debtors' management and counsel and any
other retained professional;
h. conferring with the principals, counsel and advisors of the
Debtors' lenders;
i. representing the Committee at hearings and other
proceedings;
j. attending the meetings of the Committee;
k. reviewing and analyzing applications, orders, statements of
operations, and schedules filed with the Court and advising the
Committee as to their propriety;
l. taking necessary actions to protect and preserve the
interests of the Committee, including, but not limited to (i)
possible prosecution of actions on its behalf, (ii) if appropriate,
negotiations concerning all litigation in which the Debtors are
involved, and (iii) if appropriate, reviewing and analyzing claims
filed against the Debtors' estate;
m. appearing, as appropriate, before this Court and the
appellate courts, to protect the interests of the Committee before
those courts;
n. assisting the Committee in preparing and filing pleadings,
motions, applications, answers, orders, reports and papers as may
be necessary in furtherance of the Committee's interests and
objections; and
o. performing such other legal services as may be required and
are deemed to be in the interests of the Committee in accordance
with the Committee's powers and duties as set forth in the
Bankruptcy Code.
The hourly rates of the firm's counsel and staff are as follows:
Partners $890 to $1,075
Associates $495 to $540
Paraprofessionals $390
The following is provided in response to the requests for
additional information set forth in Paragraph D.1. of the Revised
UST Guidelines:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Response: Potter Anderson did not represent the Committee in the
12 months prepetition. Potter Anderson may represent in the future
certain Committee members and/or their affiliates in their
capacities as members of official committees in other chapter 11
cases or individually in matters wholly unrelated to the Chapter 11
Cases.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: Potter Anderson expects to develop a budget and
staffing plan to reasonably comply with the U.S. Trustee's request
for information and additional disclosures, as to which Potter
Anderson reserves all rights. The Committee has approved Potter
Anderson's proposed hourly billing rates.
Christopher Samis, Esq., a partner at Potter Anderson & Corroon,
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:
Christopher M. Samis, 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: csamis@potteranderson.com
About Jordan Health Products I, Inc.
Jordan Health Products I, Inc., doing business as Avante Health
Solutions, is a provider of medical equipment solutions, selling
new and refurbished equipment, parts, service, support, and
training to healthcare facilities worldwide. Several Avante
businesses act as independent service organizations ("ISO") for
various medical facilities to provide maintenance and support
services for equipment manufactured and produced by other companies
(known as original equipment manufacturers, or "OEMs").
Jordan Health Products I, Inc. and its affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead
Case No. 24-12271) on Oct. 8, 2024. In the petitions signed by Rob
Hubbard, chief restructuring officer, the Debtors disclosed up to
$100 million in estimated assets and up to $500 million in
estimated liabilities.
The Debtors tapped Polsinelli PC as counsel, Riveron Management
Services, LLC as restructuring advisor, and Livingstone Partners
LLC as investment banker. Omni Agent Solutions, Inc., is the
Debtors' notice, claims, and balloting agent.
K & M AMUSEMENT: 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 K & M Amusement
Center, LLC.
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 K & M Amusement Center
K & M Amusement Center, LLC owns and operates an amusement park in
Tewksbury, Mass.
K & M Amusement Center sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 24-41064) on October
22, 2024, with $1 million to $10 million in both assets and
liabilities. Angelica Morales, manager, signed the petition.
Judge Elizabeth D. Katz oversees the case.
Douglas Beaton, Esq., at Beaton Law Firm, represents the Debtor as
bankruptcy counsel.
K & M AMUSEMENT: Seeks to Tap Kessler Realty as Real Estate Broker
------------------------------------------------------------------
K & M Amusement Center, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Massachusetts to employ Marc Kessler of
Kessler Realty as a real estate broker.
The broker will facilitate the sale of the Debtor's real property
in Middlesex County, Massachusetts.
The Debtor proposes to pay a commission to Kessler Realty at a
commission rate of 4 percent of the selling price.
Marc Kessler, a broker at Kessler Realty, assured the court that
his firm is a "disinterested person" within the meaning of 11
U.S.C. 101(14).
The firm can be reached through:
Marc Kessler
Kessler Realty
10 Aurora Lane
Salem, MA 01970
About K & M Amusement Center
K & M Amusement Center, LLC owns and operates an amusement park in
Tewksbury, Mass.
K & M Amusement Center sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 24-41064) on October
22, 2024, with $1 million to $10 million in both assets and
liabilities. Angelica Morales, manager, signed the petition.
Judge Elizabeth D. Katz oversees the case.
Douglas Beaton, Esq., at Beaton Law Firm, represents the Debtor as
bankruptcy counsel.
KANSAI INC: Seeks to Hire Goering & Goering as Legal Counsel
------------------------------------------------------------
Kansai Inc., dba American Woodworking Company, seeks approval from
the U.S. Bankruptcy Court for the Southern District of Ohio to hire
Goering & Goering, LLC as its attorneys.
The firm will render these services:
(a) take all necessary actions to protect and preserve the
property of the bankruptcy estate;
(b) prepare on behalf of the Debtor all necessary legal papers
in connection with the administration of the estate herein;
(c) negotiate and prepare on behalf of the Debtor and the
estate a plan of reorganization and all related documents; and
(d) perform all other necessary legal services in connection
with this Chapter 11, Subchapter V case.
The firm's counsel and staff will be paid at these hourly rates:
Robert Goering, Attorney $600
Eric Goering, Attorney $550
Alexis Mize, Attorney $350
Paralegal $175
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received $21,662.50 as retainer fee, plus $1,738 filing
fee.
Eric Goering, partner with the law firm of Goering & Goering,
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:
Eric W. Goering, Esq.
Goering & Goering, LLC
220 West Third Street
Cincinnati, OH 45202
Telephone: (513) 621-0912
About Kansai, Inc.
Kansai, Inc. is an architectural millwork and metal fabrication
company specializing in custom manufacturing for the hospitality
industry including bars, restaurants, and retail.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ohio Case No. 24-12574) on November 1,
2024. In the petition signed by Mark Barngrover, president, the
Debtor disclosed $167,577 in assets and $2,072,772 in liabilities.
Judge Beth A. Buchanan oversees the case.
Eric W. Goering, Esq., at Goering and Goering, represents the
Debtor as legal counsel.
KATOMKA ENTERPRISES: Seeks to Hire Diller & Rice as Legal Counsel
-----------------------------------------------------------------
Katomka Enterprises, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Ohio to employ Diller and Rice,
LLC as counsel.
The firm's services include:
(a) consult with and aid in the preparation and implementation
of a plan of reorganization; and
(b) represent the Debtors in all matters relating to such
proceedings.
Steven Diller, Esq., the primary attorney at this representation,
will be paid at his hourly rate of $350 plus reimbursement of
expenses incurred.
The firm received a retainer and a filing fee in a total of $6,738
from the Debtor.
Mr. Diller 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:
Steven L. Diller, Esq.
Diller & Rice LLC
124 East Main St.
Van Wert, OH 45891
Telephone: (419) 238-5025
Facsimile: (419) 238-4705
Email: Steven@drlawllc.com
About Katomka Enterprises
Katomka Enterprises, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Ohio Case No.
24-31890) on October 4, 2024, with up to $50,000 in assets and up
to $500,000 in liabilities.
Judge John P. Gustafson oversees the case.
Steven L. Diller, Esq., represents the Debtor as legal counsel.
LA NOTTE VENTURES: Ira Bodenstein Named Subchapter V Trustee
------------------------------------------------------------
The U.S. Trustee for Region 11 appointed Ira Bodenstein as
Subchapter V trustee for La Notte Ventures, Inc., doing business as
La Notte Ristorante Italiano.
Mr. Bodenstein will be paid an hourly fee of $500 for his services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Bodenstein declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
About La Notte Ventures
La Notte Ventures, Inc., doing business as La Notte Ristorante
Italiano, sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. N.D. Ill. Case No. 24-15860) on October 23, 2024, with
up to $50,000 in assets and up to $1 million in liabilities.
Judge Jacqueline P. Cox presides over the case.
David R. Herzog, Esq., at the Law Offices of David R. Herzog
represents the Debtor as bankruptcy counsel.
LILYDALE PROGRESSIVE: Hires Chitwood & Chitwood as Accountant
-------------------------------------------------------------
Lilydale Progressive Missionary Baptist Church seeks approval from
the U.S. Bankruptcy Court for the Northern District of Illinois to
employ Chitwood & Chitwood Financial Services as accountant.
The firm will render these services:
(a) prepare, review, and modify monthly operating reports for
the Debtor;
(b) prepare and file the Debtor's Federal and State Income Tax
returns and quarterly and annual payroll returns;
(c) prepare the Debtor's financial statements as used in the
ordinary course of business; and
(d) prepare budget and financial forecasting.
The firm will charge an initial fee of $4,500 for the preparation
of unaudited compilation financial statements for 2023 through
September 2024. It will also charge $425 per month for preparation
fee.
Michael Chitwood, president of Chitwood & Chitwood, 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 Chitwood
Chitwood & Chitwood Financial Services
5746 Marlin Rd., Ste. 500
Chattanooga, TN 37411
Telephone: (800) 225-5849
About Lilydale Progressive Missionary
Lilydale Progressive Missionary Baptist Church sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Banker. N.D. Ill.
Case No. 24-12502) on August 26, 2024, with $500,001 to $1 million
in assets and $100,001 to $500,000 in liabilities.
Judge Janet S. Baer presides over the case.
The Debtor tapped the Law Office William E. Jamison & Associates as
bankruptcy counsel and Chitwood & Chitwood Financial Services as
accountant.
LL FLOORING: CEO Charles Tyson Resigns, Board Size Reduced
----------------------------------------------------------
LL Flooring Holdings, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that Charles E.
Tyson, the President and Chief Executive Officer of the Company,
resigned as an officer and director of the Company effective
November 1, 2024.
Mr. Tyson's resignation was not a result of a disagreement with the
Company or the Board on any matter relating to the Company's
operations, policies or practices or any other matter. Effective
November 1, 2024 the Board of Directors of the Company reduced the
size of the Board from six directors to five directors.
About LL Flooring Holdings
LL Flooring Holdings, Inc. is a specialty retailer of flooring. The
company carries a wide range of hard-surface floors and carpets in
a range of styles and designs, and primarily sells to consumers or
flooring-focused professionals.
LL Flooring and four of its affiliates sought relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11680)
on August 11, 2024. In the petitions signed by Holly Etlin as chief
restructuring officer, LL Flooring disclosed total assets of
$501,117,025 and total debt of $416,298,035 as of July 31, 2024.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as
counsel. Houlihan Lokey Capital Inc. serves as the Debtors'
investment banker, AlixPartners LLP acts as the Debtors' financial
advisor, and Stretto, Inc., acts as the Debtors' claims and
noticing agent.
LOVING KINDNESS: Seeks to Hire Bernstein-Burkley as Legal Counsel
-----------------------------------------------------------------
Loving Kindness Healthcare Systems, LLC, also known as LKHS, seeks
approval from the U.S. Bankruptcy Court for the Western District of
Pennsylvania to employ Bernstein-Burkley, PC as counsel.
The firm will provide these services:
(a) provide the Debtor legal advice with respect to its powers
and duties;
(b) prepare on behalf of the Debtor legal documents; and
(c) perform all other legal services for the Debtor.
The hourly rates of the firm's counsel and staff are as follows:
Anthony S. Caliguire $275
Arthur W. Zamosky $400
David A. Jones, Jr. $375
David W. Ross $545
Gwenyth A. Ortman $225
Gus Kallergis $545
Harry W. Greenfield $600
Heather A. Brooks $290
James M. Berent $325
Jeffrey C. Toole $410
John J. Richardson $435
Keri P. Ebeck $375
Kerri C. Sturm $435
Kevin J. Cummings $345
Kirk B. Burkley $545
Kit F. Pettit $415
Lara S. Martin $340
Matthew J. Malcho $425
Matthew J. McClelland $305
Mary A. Shahverdian $240
Mason S. Shelton $295
Sophia Stefanovski $225
Shawn P. McClure $385
Robert S. Bernstein $625
Stuart C. Gaul $425
Christina Wirick $195
Lisa Young $150
Julia Neuhart $185
Allison Gilbert $175
Cynthia Kovack $175
Robert Bernstein, Esq., an attorney at Bernstein-Burkley, 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 S. Bernstein, Esq.
Bernstein-Burkley P.C.
601 Grant Street, 9th Floor
Pittsburg, PA 15219
Telephone: (412) 456-8100
Facsimile: (412) 456-8135
Email: rbernstein@bernsteinlaw.com
About Loving Kindness Healthcare Systems
Loving Kindness Healthcare Systems LLC is a state-licensed Home
Health Care Agency.
Loving Kindness Healthcare Systems LLC sought relief under Chapter
11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 24-22610)
on Oct. 25, 2024. In the petition filed by Copa Davis, member, the
Debtor estimated assets up to $50,000 and liabilities between $1
million and $10 million.
Robert S. Bernstein, Esq., at Bernstein-Burkley PC represents the
Debtor as counsel.
LSR CANYON: Seeks to Hire Langley & Banack as Bankruptcy Counsel
----------------------------------------------------------------
LSR Canyon, LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Texas to hire Langley & Banack, Inc. as
attorneys.
The firm will advise the Debtor with respect to its duties and
powers in this case and handle all matters which come before the
court in this case.
William Davis, Jr., Esq., an attorney at Langley & Banack, will be
paid at his hourly rate of $400.
The firm estimated that a retainer in the amount of $5,000 will be
needed for this case.
Mr. Davis 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 R. Davis Jr., Esq.
Langley & Banack, Inc.
745 E. Mulberry, Suite 700
San Antonio, TX 78212
Telephone: (210) 736-6600
Facsimile: (210) 735-6889
Email: wrdavis@langleybanack.com
About LSR Canyon, LLC
LSR Canyon, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No.
24-52211) on Nov. 1, 2024, listing $500,001 to $1 million in assets
and $100,001 to $500,000 in liabilities.
Judge Michael M Parker presides over the case.
William R. Davis, Jr. at Langley & Banack, Inc. represents the
Debtor as counsel.
LSR TANGLEWOOD: Hires Langley & Banack as Bankruptcy Counsel
------------------------------------------------------------
LSR Tanglewood, LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Texas to hire Langley & Banack, Inc. as
attorneys.
The firm will advise the Debtor with respect to its duties and
powers in this case and handle all matters which come before the
court in this case.
William Davis, Jr., Esq., an attorney at Langley & Banack, will be
paid at his hourly rate of $400.
The firm estimated that a retainer in the amount of $5,000 will be
needed for this case.
Mr. Davis 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 R. Davis Jr., Esq.
Langley & Banack, Inc.
745 E. Mulberry, Suite 700
San Antonio, TX 78212
Telephone: (210) 736-6600
Facsimile: (210) 735-6889
Email: wrdavis@langleybanack.com
About LSR Tanglewood, LLC
LSR Tanglewood, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No.
24-52213) on Nov. 1, 2024, listing $100,001 to $500,000 in both
assets and liabilities.
Judge Craig A Gargotta presides over the case.
William R. Davis, Jr. at Langley & Banack, Inc. represents the
Debtor as counsel.
LUDLOW HOSPITALITY: Seeks Chapter 11 Bankruptcy in Tennessee
------------------------------------------------------------
Alicia Kelso of Nation's Restaurant News reports that Ludlow
Hospitality LLC, headquartered in Brentwood, Tennessee, and parent
to Ludlow & Prime and Ludlow's Gumbo Bar, has filed for Chapter 11
bankruptcy in the Middle District of Tennessee. Opened in 2016, the
restaurant serves modern American cuisine, including steaks and
seafood, prepared on a signature wood-fired grill.
Ludlow & Prime also offers private event options, with an exclusive
Boardroom and specially designed tiered menus.
About Ludlow Hospitality LLC
Ludlow Hospitality LLC is a new hospitality brand based in
Brentwood, TN. It is the parent company of Ludlow & Prime and
Ludlow's Gumbo Bar.
Ludlow Hospitality LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-bk-04309) on
November 6, 2024. In its petition, the Debtor reports estimated
assets between $100,000 and $500,000 and estimated liabilities
between $1 million and $10 million.
Honorable Bankruptcy Judge Randal S. Mashburn handles the case.
The Debtor is represented by Keith David Slocum of Slocum Law.
LYTTON VINEYARD: Hires Echo Park Legal as Bankruptcy Counsel
------------------------------------------------------------
Lytton Vineyard and Winery, LP seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire
Echo Park Legal, APC as its bankruptcy counsel.
a. advise the Debtor pertaining to its power and duties as
debtor-in-possession and the administration of its bankruptcy
estate;
b. prepare motions, applications, answers, orders, memoranda,
reports, and papers in connection with the administration of its
estate;
c. provide legal services with respect to formulating and
negotiating a plan for reorganization with creditors and other
legal services;
d. provide legal services with respect to soliciting and
obtaining financing and /or exit financing and all necessary
approvals for the use of cash collateral during the pendency of the
case;
e. appear before the court in which matters may be heard, and
protect the interests of the Debtor and the estate;
f. investigate and prosecute preference, fraudulent transfer,
and other actions arising under the Debtor's avoidance powers; and
g. provide such other advice and services.
The firm received a pre-petition retainer in the amount of
$22,000.
M. Douglas Flahaut, Esq., founding partner of Echo Park Legal,
assured the court that his firm is a "disinterested person" within
the meaning of 11 U.S.C. 101(14).
The firm can be reached through:
M. Douglas Flahaut, Esq.
Echo Park Legal, APC
1542 Duane St
Los Angeles, CA 90026-1834
Phone: (310) 709-0658
Email: df@echoparklegal.com
About Lytton Vineyard and Winery
Lytton Vineyard and Winery, LP operates a restaurant and winery in
Temecula Valley.
Lytton sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. C.D. Calif. Case No. 24-11748) on October 18, 2024,
with $10 million to $50 million in both assets and liabilities.
Maribeth Levine, manager, signed the petition.
Judge Victoria S. Kaufman oversees the case.
M. Douglas Flahaut, Esq., at Echo Park Legal, APC represents the
Debtor as bankruptcy counsel.
LYTTON VINEYARD: Taps Berkshire Hathaway as Real Estate Broker
--------------------------------------------------------------
Lytton Vineyard and Winery, LP seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire
Berkshire Hathaway Homeservices California Properties as real
estate broker.
The firm will market for sale the Debtor's property known as 34567
Rancho California Road located in Temecula California and fixtures
and equipment related to the property.
The broker will receive a commission of 5 percent of the sale
price.
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:
Michael Warm
Berkshire Hathaway Homeservices
California Properties
2933 San Marcos Ave Unit 102
Los Olivos, CA
Tel: 805 722-7095
About Lytton Vineyard and Winery
Lytton Vineyard and Winery, LP operates a restaurant and winery in
Temecula Valley.
Lytton sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. C.D. Calif. Case No. 24-11748) on October 18, 2024,
with $10 million to $50 million in both assets and liabilities.
Maribeth Levine, manager, signed the petition.
Judge Victoria S. Kaufman oversees the case.
M. Douglas Flahaut, Esq., at Echo Park Legal, APC represents the
Debtor as bankruptcy counsel.
MARINUS PHARMACEUTICALS: Panacea, Affiliates Report 9.98% Stake
---------------------------------------------------------------
Panacea Innovation Limited disclosed in a Schedule 13G filed with
the U.S. Securities and Exchange Commission that as of October 25,
2024, it and its affiliated entities -- Panacea Venture Healthcare
Fund II, L.P., Panacea Venture Healthcare Fund II GP Company, Ltd.,
and James Huang -- beneficially owned 5,500,000 shares of Marinus
Pharmaceuticals, Inc.'s common stock, representing 9.98% of the
55,084,038 shares of Common Stock outstanding as of August 7, 2024,
as disclosed in the Company's Quarterly Report on Form 10-Q, filed
with the Commission on August 13, 2024.
Panacea Venture Healthcare Fund II, L.P. is the record holder of
the Ordinary Shares reported herein.
James Huang is the sole owner of Panacea Innovation Limited, which
is the sole owner of Panacea Venture Healthcare Fund II GP Company,
Ltd., which is the general partner of Panacea Venture Healthcare
Fund II, L.P. As a result, each of the Reporting Persons may be
deemed to share beneficial ownership of the Ordinary Shares
directly reported herein, but each disclaims such beneficial
ownership.
A full-text copy of Panacea Innovation's SEC Report is available
at:
https://tinyurl.com/nahe7wv2
About Marinus Pharmaceuticals
Marinus -- www.marinuspharma.com -- is a commercial-stage
pharmaceutical company dedicated to the development of innovative
therapeutics for seizure disorders. The Company first introduced
FDA-approved prescription medication ZTALMY (ganaxolone) oral
suspension CV in the U.S. in 2022 and continues to invest in the
potential of ganaxolone in IV and oral formulations to maximize
therapeutic reach for adult and pediatric patients in acute and
chronic care settings.
Philadelphia, Pennsylvania-based Ernst & Young LLP, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated March 5, 2024, citing that the Company has suffered
recurring losses from operations and has stated that substantial
doubt exists about the Company's ability to continue as a going
concern.
Marinus Pharmaceuticals incurred a net loss of $141.4 million for
the year ended December 31, 2023. As of June 30, 2024, Marinus
Pharmaceuticals had $87.1 million in total assets, $134.4 million
in total liabilities, and $47.3 million in total stockholders'
deficit.
MCCONNELL ROAD: Hires Ivey McClellan Siegmund as Legal Counsel
--------------------------------------------------------------
McConnell Road South -- GSO LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of New York to hire Ivey,
McClellan, Siegmund, Brumbaugh & McDonough, LLP as bankruptcy
counsel.
The firm's services include:
a. representing the Debtor in a Chapter 11 bankruptcy to
include assisting in investigating and examining contracts, leases,
financing statements and other related documents to determine the
validity of such, to determine the rights and priorities of
lienholders, if any; and
b. providing advice in preserving the Debtor's properties and
assets, and generally assisting the Debtor in administering the
estate.
The firm will be paid as follows:
Samantha K. Brumbaugh $450 per hour
Dirk W. Siegmund $450 per hour
Charles M. Ivey, III $500 per hour
Darren McDonough $450 per hour
Melissa Murrell $125 per hour
Tabitha Coltrane $125 per hour
Janice Childers $100 per hour
The firm received a retainer in the amount of $25,000.
Charles Ivey, III, Esq., a partner at Ivey, McClellan, Gatton &
Siegmund, LLP, disclosed in court filings that her firm is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Charles M. Ivey, III, Esq.
Ivey, McClellan, Gatton & Siegmund, LLP
100 South Elm Street, Suite 500
Greensboro, NC 27401
Telephone: (336) 274-4658
Facsimile: (336) 274-4540
Email: mmm@iveymcclellan.com
About McConnell Road South -- GSO LLC
McConnell Road South -- GSO LLC sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-03767) on
October 29, 2024. In the petition filed by Zachary Tran, as
manager, the Debtor reports estimated assets and liabilities
between $10 million and $50 million each.
Bankruptcy Judge David M. Warren handles the case.
The Debtor is represented by Charles M. Ivey III, Esq. at IVEY,
MCCLELLAN, SIEGMUND, BRUMBAUGH & MCDONOUGH LLP.
MILLENKAMP CATTLE: Unsecureds Will Get 100% of Claims in Plan
-------------------------------------------------------------
Millenkamp Cattle, Inc. and its affiliates filed with the U.S.
Bankruptcy Court for the District of Idaho a Disclosure Statement
describing Chapter 11 Plan of Reorganization dated September 30,
2024.
Bill Millenkamp, principal of the Debtors, was born and raised in
the Midwest where the Millenkamp name is well known in the cattle
industry. In 1991, Bill Millenkamp moved to Oregon where he met his
wife, Susie, who was also raised in the cattle industry. Bill and
Susie eventually moved to Idaho to start their own family cattle
business.
As the farming operation grew, it became necessary to set up
corporate entities to deal with various aspects of the operations.
Through ten entities, the Debtors operate as a single enterprise,
which includes common usage of debt and banking facilities.
Millenkamp Cattle, Inc., is the primary entity from which all
operations are directed, the revenues received and the payables
disbursed. Millenkamp Cattle, Inc. is the operational entity which
owns all of the cattle, feed, and equipment used to care for the
cattle, employs the employees, and receives and disburses the
majority of the monies. Millenkamp Cattle, Inc., does not own any
real property.
Under the Plan, the Debtors will obtain a senior secured exit
facility consisting of revolving loans in an aggregate principal
amount of $120,000,000 (the "Exit Term Loan Facility"). The Exit
Term Loan Facility will mature in three years. The Debtors believe
that such liquidity is sufficient to fund their operations after
emergence.
The funds generated by these transactions will be used, in part, to
provide Distributions to creditors as follows:
* Payment in full of Administrative Claims, including all
amounts due in respect of the Debtors' DIP Financing, cure costs
arising from the assumption of Executory Contracts and Unexpired
Leases, and accrued and unpaid Allowed professional fees;
* Payment in full of Claims arising from the Debtors’
prepetition lien facilities with Rabo;
* Payment in full of Claims entitled to priority under section
503(b)(9) of the Bankruptcy Code; and
* Payment of Claims pursuant to the Plan.
The Debtors believe that the Plan accomplishes all of the goals
that they sought to achieve by commencing the Chapter 11 Cases. If
consummated, the Plan will significantly reduce the Debtors'
leverage, provide the Debtors with sufficient cash to run their
businesses, and provide recoveries to unsecured creditors
significantly in excess of what creditors would receive in a
liquidation of the Debtors' if the Plan were not consummated.
Class 9 consists of all General Unsecured Claims, in the
approximate amount of $27 million (the "GUC Principal Amount").
The Holders of Class 9 Claims shall receive the following treatment
under the Plan:
* 5% quarterly interest payments for four years, through
December of 2028
* 10% of the GUC Principal Amount paid as quarterly payments
in 2025
* 20% of the GUC Principal Amount paid as quarterly payments
in 2026
* 30% of the GUC Principal Amount paid as quarterly payments
in 2027
* 40% of the GUC Principal Amount paid as quarterly payments
in 2028
The Holders of Class 9 Claims shall be 100% of their Claims through
the foregoing payment schedule by December of 2028. Class 9 is
Impaired under the Plan.
Class 11 consists of all Equity Interests in the Debtors. Each
Debtors' pre-petition equity interests shall remain the same post
petition. Class 11 Claim Holders are retaining ownership interests
in the Debtors. Class 11 is Unimpaired under the Plan.
On the Effective Date, the Assets and liabilities of the Debtors
shall be deemed substantively consolidated for purposes of
implementing the Plan. Other than for purposes of implementing the
Plan, the Debtors and their assets and liabilities shall not be
deemed consolidated.
Except as otherwise provided in the Plan or the Confirmation Order,
the Reorganized Debtors shall fund distributions under the Plan
with Cash on hand from ongoing business operations and the proceeds
of the Exit Term Loan Facility.
A full-text copy of the Disclosure Statement dated September 30,
2024 is available at https://urlcurt.com/u?l=K5lqY1 from
PacerMonitor.com at no charge.
Attorneys for the Debtors:
Matthew T. Christensen, Esq.
J. Justin May, Esq.
JOHNSON MAY
199 N. Capitol Blvd, Ste 200
Boise, Idaho 83702
Phone: (208) 384-8588
Fax: (208) 629-2157
Email: mtc@johnsonmaylaw.com
jjm@johnsonmaylaw.com
Krystal Mikkilineni, pro hac vice
Robert E. Richards, pro hac vice
Tirzah Roussell, pro hac vice
DENTONS
215 10th Street, Ste 1300
Des Moines, IA 50309
Phone: (515) 288-2500
Fax: (515) 243-0654
Email: krystal.mikkilineni@dentons.com
robert.richards@dentons.com
tirzah.roussell@dentons.com
About Millenkamp Cattle
Millenkamp Cattle Inc., is part of a family-owned agriculture
business that can produce more than 1 million pounds of milk per
day.
Millenkamp Cattle Inc. and its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Idaho Lead Case
No. 24-40158) on April 2, 2024. In the petitions filed by William
J. Millenkamp, manager, Millenkamp Cattle estimated assets between
$10 million and $50 million and estimated liabilities between $500
million and $1 billion.
Judge Noah G. Hillen oversees the cases.
The Debtors tapped Matthew T. Christensen, Esq., at Johnson May,
PLLC as bankruptcy counsel and Givens Pursley as special counsel.
MILLERKNOLL INC: S&P Alters Outlook to Stable, Affirms 'BB' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative and
affirmed its 'BB' issuer credit and 'BB+' issue-level ratings on
the company's senior secured bank credit facility. The recovery
rating remains '2', indicating its expectations for substantial
(70%-90%; rounded estimate: 75%) recovery in the event of a payment
default.
The stable outlook reflects S&P's belief that MillerKnoll will
maintain leverage below 4x and gradually improve operating
performance, supported by improving order trends and
non-recessionary macroeconomic conditions.
The rating affirmation reflects S&P's view that MillerKnoll has
managed through the difficult operating conditions well, and its
credit metrics will stabilize at levels commensurate with the 'BB'
rating.
While reported revenue fell 6% in the first quarter of fiscal 2025
ended Aug. 31, 2024 (seventh consecutive quarter of declines),
organic orders grew for the second successive quarter by 3.5% after
improving 2.8% in the previous quarter. The order growth trends
suggest that demand is picking up following improving
forward-looking indicators such as special pricing requests and
customer mockup activity. S&P said, "We expect this will translate
into positive revenue growth in the next two to three quarters.
Given the company's revenue is weighted toward larger projects, we
believe that revenue recognition within quarters might be volatile
but the increasing backlog size (which grew 11% on a sequential
basis in the first quarter of fiscal 2025, and 7% in the previous
quarter) indicates that revenue in the office contract furniture
market will return to growth. The growing backlog supports the
order trend growth, albeit part of the growth is due to clients
requesting longer than normal delivery times. We believe that
delivery requests have lengthened due to continued uncertainty
regarding commercial occupancy trends and partly due to clients
expecting longer than normal times to complete construction
projects."
The company's retail business, which accounts for about 25% of
consolidated revenue, remains challenged (revenue and organic
orders declined 3% and 2%, respectively, in the first quarter of
fiscal 2025), but the market has likely troughed, and the segment
should benefit from easing input costs and more stable supply
chains.
Despite sluggish demand, MillerKnoll's S&P Global Ratings-fiscal
2024 adjusted EBITDA remained stable amounting to $454 million and
EBITDA margins strengthened 135 basis points (bps) to 12.5%
primarily due to price/mix, easing input cost inflation, and
cost-reduction initiatives (including workforce reductions and
consolidation of facilities). S&P said, "We expect low-single-digit
growth in S&P Global Ratings-adjusted EBITDA in fiscals 2025 and
2026 supported by improving revenue and operating leverage, partly
offset by higher promotional spending. We forecast this will result
in S&P Global Ratings-adjusted leverage in the mid-3x area over the
next two years."
The Knoll integration is largely complete with limited impact on
operations.
S&P said, "While it is our understanding that the company lost a
handful of dealers and possibly some market share during the
process, this will not have a material impact to revenue and
profits going forward. MillerKnoll incurred $28.3 million of costs
related to the Knoll integration (which we do not add back to
adjusted EBITDA) in the first quarter of fiscal 2025. As a result,
adjusted EBITDA for the quarter declined 24% year over year to $82
million. The company noted that no further costs are expected
relating to the integration."
S&P expects MillerKnoll will sustain its S&P Global
Ratings-adjusted leverage below 4x.
MillerKnoll has a company-defined, net leverage target of 2.5x
(equivalent to about 3.5x on an S&P Global Ratings-adjusted basis)
compared with 2.84x as of Aug. 31, 2024. S&P notes that share
repurchases have been material recently, amounting to $138 million
in fiscal 2024 and $44 million in the first quarter of fiscal 2025.
Nevertheless, S&P anticipates the company will remain committed to
its deleveraging target and use its excess cash to repay debt
rather than for additional material share buybacks or
acquisitions.
MillerKnoll remains highly vulnerable in an economic downturn.
S&P said, "S&P Global economists expect the economy will achieve a
soft landing and do not forecast a recession over the next 12
months; however, we estimate the probability of a recession in the
U.S. at 25%. The company operates in a highly cyclical industry
where S&P Global Ratings-adjusted EBITDA can decline significantly
in deep recessionary conditions. Spending on new office
construction and large remodeling projects typically declines
during a recession. The primary macroeconomic drivers for
MillerKnoll are GDP, white-collar employment rates, corporate
profitability, capital spending, CEO confidence survey, and
residential/nonresidential investment. S&P Global economists assume
prolonged sub-2% real GDP growth in the U.S., while conditions in
Europe are weaker. In Asia-Pacific, India is a notable positive
stand-out, while China faces a slowing economy. A risk to our
base-case forecast includes significant corporate office space
downsizing--perhaps coinciding with lease expirations--to
right-size footprints to match lower employee occupancy levels and
save money in the event of a deep recession."
Moreover, the percentage of employees working in the office (versus
home) in the 10 largest U.S. metropolitan areas remains anchored at
about half of pre-pandemic levels. There could be additional
permanent reductions in corporate office space following
pandemic-induced work-from-home trends, though this is not our base
case. This has contributed to elevated risk in the commercial real
estate sector, which could translate into reduced office square
footage leased by companies, potentially straining office furniture
manufacturers' corporate business.
In the most recent pandemic-driven demand reduction, MillerKnoll
was successful at taking quick actions to reduce its cost
structure, and S&P believes the company has further cost reduction
levers to pull if operating conditions weaken.
S&P said, "Further, we believe that any additional tariffs imposed
by the incoming administration could negatively affect
MillerKnoll's margins over time (perhaps late calendar 2025 given
implementation and supply chain lags). This could include higher
steel and aluminum prices, which are both key inputs, with the
potential for further negative impacts if the U.S.'s trading
partners retaliate with tariffs of their own. This risk is at least
partly offset by MillerKnoll's ability to pass through pricing
(albeit with a lag) and potentially higher demand stemming from
lower corporate tax rates, less regulation, and possibly lower
energy costs (notwithstanding ongoing geopolitical risk overseas).
"The stable outlook reflects our expectation for MillerKnoll's
profitability to increase and that it will gradually recover
revenue supported by improving demand trends. Absent a recession or
further deterioration in office furniture demand, we expect the
company to sustain leverage below 4x. At the same time, we
recognize that there is uncertainty surrounding the timing and
impact of expected tariffs and other policy changes that could
temporarily result in leverage above 4x."
S&P could lower the rating if it projects that leverage will
increase to, and be sustained at, 4x or above or if cash flow
deteriorates. This could happen if demand deteriorates, and profits
are weaker than projected because:
-- Commercial occupancy trends worsen or recovery in demand for
retail products does not materialize as expected;
-- The company cannot pass along price increases on a timely basis
or mitigate input cost increases or supply chain disruptions; and
-- There is escalating competition from rivals that reduces its
pricing and gross margin.
S&P could also lower the rating if the company adopts more
aggressive financial policies by executing large share repurchases
or acquisitions.
S&P could raise the rating if it believes MillerKnoll will sustain
leverage below 3x, maintain positive FOCF, and increase volume.
This could occur if:
-- The company restores volume growth with improved office
occupancy rates and a rebound in the housing market; and
-- MillerKnoll demonstrates a conservative financial policy and
adequate liquidity to withstand economic downturns.
MINERALS TECHNOLOGIES: S&P Rates New Sr. Secured Term Loan B 'BB+'
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '2'
recovery rating to Minerals Technologies Inc.'s proposed $575
million first-lien senior secured term loan B (TLB). The '2'
recovery rating indicates its expectation for substantial (70%-90%;
rounded estimate: 80%) recovery in the event of a payment default.
At the same time, the company is also amending and extending its
existing senior secured revolving credit facility. S&P's 'BB+'
issue-level rating and '2' recovery ratings on the revolver are
unchanged.
Minerals will use the proceeds from the TLB to refinance its
existing term loan A facility ($524 million of outstanding
principal as of Sept. 30, 2024) and repay most of its outstanding
revolver borrowings. The amended revolver will be upsized to $400
million from $300 million currently. Based on the proposed terms,
the revolver and new term loan will mature in five and seven years,
respectively, from the closing date. However, if there is still
more than $50 million outstanding on Minerals' existing 5% senior
unsecured notes due 2028 91 days prior to their maturity, the
maturities of its revolver and term loan will be accelerated to 91
days prior to the notes' maturity.
Once the refinancing transaction closes and the company repays its
existing term loan, S&P expects to withdraw its issue-level and
recovery ratings on the facility.
All of S&P's existing ratings on Minerals Technologies Inc.,
including the 'BB' issuer credit rating, are unchanged.
ISSUE RATINGS—RECOVERY ANALYSIS
Key analytical factors
-- S&P updated its recovery analysis of Minerals Technologies to
reflect its new debt structure following the proposed refinancing.
-- S&P's recovery analysis incorporates the company's most recent
operating performance, as well as the risks and uncertainties
pertaining to the ongoing litigation at Barretts Minerals Inc (BMI)
and any associated liabilities.
-- S&P assigned its 'BB+' issue-level rating and '2' recovery
rating (rounded estimate: 80%) to the company's proposed first-lien
senior secured TLB. The issue-level rating is one notch above its
issuer credit rating on the company, as per its notching
guidelines.
-- S&P's 'BB-' issue-level rating and '5' recovery rating (rounded
estimate: 20%) on the company's senior unsecured notes are
unchanged.
-- S&P continues to value Minerals Technologies on a going-concern
basis using a 5.5x multiple of our projected emergence EBITDA. The
5.5x multiple is consistent with the multiples S&P uses for the
company's similarly rated specialty chemical peers, such as Avient
Corp.
-- S&P's simulated default scenario assumes a payment default in
2029 stemming from weak economic conditions. This leads to a
significant decrease in Minerals' EBITDA, representing a material
deterioration from the current state of its business.
Simulated default assumptions
-- Year of default: 2029
-- EBITDA at emergence: $165 million
-- Implied enterprise value multiple: 5.5x
Simplified waterfall
-- Gross enterprise value: $862 million
-- Net enterprise value (after 5% administrative costs): $862
million
-- Valuation split (obligors/nonobligors): 53%/47%
-- Value available to first-lien debt claims: $720 million
-- Secured first-lien debt claims: $916 million
-- Deficiency claims of first-lien debt: $196 million
-- Unencumbered recovery value: $142 million
-- Recovery from deficiency claims: $46 million
-- Aggregate value available to first-lien debt claims: $766
million
--Recovery expectations: 70%-90% (rounded estimate: 80%)
-- Value available to unsecured debt claims: $96 million
-- Total unsecured debt: $406.5 million
--Recovery expectations: 10%-30% (rounded estimate: 20%)
Note: All debt amounts include six months of accrued prepetition
interest at default.
MIZRAHI DEVELOPMENT: Files Under CCAA to Address Cash Woes
----------------------------------------------------------
An Initial Order was granted by the Ontario Superior Court of
Justice ("Court") under the Companies' Creditors Arrangement Act,
as amended ("CCAA"). The Initial Order, among other things: (i)
appointed MNP Ltd. as CCAA monitor; granted a Stay of Proceedings
in favor of, among others, Mizrahi Development Group (1451
Wellington) Inc. until October 25, 2024 ("Stay Period"); and (iii)
approved an interim financing facility to provide the Company with
the liquidity needed to continue construction of MDG's condominium
project ("Project"). A comeback hearing was scheduled for Oct. 25,
2024, amongst other things, the extension of the Stay Period.
The Initial Order is available at the following
https://www.mnpdebt.ca/Mizrahiottawa. Additional information,
including a list of known creditors, the Monitor's reports, Court
orders, and updates from the Monitor, will be posted on the
Monitor's Website. Creditors should check the Monitor's Website
regularly for updates.
Please be advised that Mizrahi Inc ("MI")., serving as the General
Contractor, has been providing contracting and project management
services to MDG. MI has also engaged subcontractors for the
provision of goods and services related to the Project. Pursuant
to the Initial Order, the benefit of the Stay of Proceedings has
been extended to MI, thereby facilitating the continued and
uninterrupted construction of the Project for the benefit of the
Company's stakeholders.
During the Stay Period, all parties are prohibited from commencing
or continuing legal or enforcement actions and proceedings against
the Company and the other parties who benefit from the Stay of
Proceedings, and all rights and remedies of any party against or in
respect of the Company, its business or its assets are stayed and
suspended except with the written consent of the Company, the
Monitor and the DIP Lender, or with leave of the Court.
At this stage, a claims process has not been put in place. As
such, creditors are not, for the time being, required to file any
proofs of claim.
Should you have any questions in relation to the CCAA proceeding,
please contact Akhil Kapoor at (647) 475-4573 or email
Akhil.Kapoor@mnp.ca.
The Monitor can be reached at:
MNP Ltd.
1 Adelaide Street East,
Suite 1900
Toronto, ON M5C 2V9
Sheldon Title
Tel No.: (416) 573-5320
Email: Sheldon.Title@mnp.ca
Lawyers for the Monitor:
Chaitons LLP
5000 Yonge Street, 10th Floor
Toronto, ON M2N 7E9
George Benchetrit
Tel: (416) 218-1141
Email: george@chaitons.com
Harvey Chaiton
Tel: (416) 218-1129
Email: harvey@chaitons.com
Maya Poliak
Tel No.: (416) 218-1161
Email: Maya@chaitons.com
Lawyers for the Company:
Cozen O'connor LLP
Bay Adelaide Centre - North Tower
40 Temperance Street, Suite 2700
Toronto, ON M5H 0B4
Steven J. Weisz
Tel: (647) 417-5334
Email: sweisz@cozen.com
Robert Sottile
Tel: (416) 361-6680
Email: rsottile@cozen.com
Dilina Lallani
Tel: (647) 417-5349
Email: dlallani@cozen.com
Mizrahi Development Group (1451 Wellington) Inc. --
https://mizrahidevelopments.ca/ -- engages in real estate
development and high-end building in North America.
MOLINA HEALTHCARE: S&P Rates New Senior Unsecured Notes 'BB'
------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue rating to Molina
Healthcare Inc. (MOH)'s new senior unsecured notes, which the
company will issue in an 8.25-year tranche.
The issuance does not affect S&P's 'BB' long-term issuer credit
rating on MOH. The company will use the proceeds for general
corporate purposes, which may include repayment of indebtedness,
share repurchases, funding for acquisitions, capital expenditures,
additions to working capital and capital contributions to the
company's health plan subsidiaries to meet statutory requirements
in new or existing states. Of note, the company has $150 million
outstanding on its revolving credit facility as of third-quarter
2024, and is expected to close on the $350 million acquisition of
ConnectiCare in first-half 2025. ConnectiCare is a health plan
operating in Connecticut, a new state for MOH and serves the
Marketplace, Medicare, and commercial segments. The acquisition is
expected to represent $1.4 billion of premium revenue for MOH in
2025.
S&P said, "Pro forma an assumed $500 million debt issuance, we
expect financial leverage, including operating lease and long-term
capital and finance lease adjustments, will increase to 38.6% as of
the third-quarter 2024--relative to 35.5% pre-transaction. We
anticipate financial leverage will remain within our expectations,
at the upper end of 35%-40% in 2024-2025. Additionally, we expect
MOH's debt service and coverage metrics will remain strong, with
financial obligations to EBITDA of 1.4x-1.6x and EBITDA
fixed-charge coverage of at least 15x in 2024-2025."
In the year to date through the third quarter, total revenue
(including net investment income) grew 20.5%. This was driven by 8%
membership growth year over year, representing new contract wins,
acquisitions, and organic growth, albeit partially offset by the
impact of lost membership from Medicaid redeterminations. MOH's
third quarter medical loss ratio (MLR) of 89.2% reflected pressure
within Medicaid due to rate inadequacy and higher utilization and
pressure within Medicare due to elevated long-term services and
supports (LTSS) and pharmacy costs, as well as higher outpatient
utilization trends. MOH's adjusted EBIT return on revenue (ROR) was
4.4% as of year to date third-quarter 2024, relative to 5.1% in the
same period of 2023.
During the third quarter earnings call, and at MOH's recent
investor day, the company reaffirmed its 2024 guidance with $38
billion of premium revenue, representing 17% growth. Although MOH's
MLR is expected to be slightly elevated at 88.7% this year,
representing 500 basis points (bps) of pressure relative to initial
guidance, the company reaffirmed its pretax margins of 4.6%.
Pressures in Medicaid and Medicare are largely being offset by
Marketplace outperformance, higher net investment income, and an
improved operating expense ratio. While Medicaid rate inadequacy is
a trend that mostly aligns with the industry, MOH expects that on-
and off-cycle rate adjustments (representing $350 million or 230
bps to the MLR) in second-half 2024 and risk corridor buffers
should support Medicaid MLR improvement toward the 88%-89% target
in 2025.
S&P said, "We believe MOH maintains a solid competitive position,
representing favorable revenue growth and stable operating margins,
with adjusted EBIT return on revenue in the mid 4%-5% range. MOH
has been adept at retaining and winning state contracts in its
flagship Medicaid business, while diversifying in Medicare and the
ACA marketplace. Moreover, we believe its operating margins are
supported by effective medical management and operating
efficiency."
Recent election results could moderately pressure MOH's Marketplace
business if enhanced subsidies expire at year-end 2025. For
context, MOH's Marketplace segment represented 6.5% of premium
revenue as of the third quarter 2024. Industry-wide ACA marketplace
enrollment could shrink by 20%, so MOH would see short-term
membership losses and a likely shifting risk pool. MOH could also
see elevated utilization trends in this segment in second-half 2025
as members look to get ahead of 2026 benefit changes. Separately,
MOH's Medicaid business could face pressure if the federal
government decides to substantially change Medicaid funding and/or
eligibility.
NATIONAL HISTORIC: Taps Numbers Don't Lien Tax Prep as Accountant
-----------------------------------------------------------------
National Historic Soul Jazz Blues Walker Foundation, Inc. seeks
approval from the U.S. Bankruptcy Court for the Western District of
Missouri to employ Numbers Don't Lien Tax Prep & Financial
Services, Inc. as its accountant.
The firm will prepare the Debtor's application for exempt status
with the Internal Revenue Service for a fee of $500.
The firm represents no interest adverse to the Debtor or to the
estate on the matters upon which it is to be engaged.
The firm can be reached at:
Numbers Don’t Lien Tax Prep & Financial Services, Inc.
7748 Troost Ave.
Kansas City, MO 64131
Telephone: (816) 886-9031
About National Historic Soul Jazz Blues
Walker Foundation
National Historic Soul Jazz Blues Walker Foundation, Inc. filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Mo. Case No. 24-40934) on July 10, 2024, with up
to $500,000 in assets and up to $50,000 in liabilities.
Judge Brian T. Fenimore presides over the case.
The Debtor tapped Colin N. Gotham, Esq., at Evans & Mullinix, P.A.
as legal counsel and Numbers Don't Lien Tax Prep & Financial
Services, Inc. as accountant.
NORTHWEST BIOTHERAPEUTICS: Secures $5 Million Convertible Note
--------------------------------------------------------------
Northwest Biotherapeutics, Inc. disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that the
Company entered into a Convertible Note with an unrelated
shareholder in the amount of $5,000,000.
The Loan Agreement has a maturity of 24 months, and no payments are
due until maturity. Interest accrues at a rate of 11% per annum.
There is no original issue discount. The Holder may at any time
elect to convert any or all of the amount then owed under the Loan
Agreement into either common stock of the Company at a price per
share of $0.30, and/or one or more shares of a non-dilutive
financial instrument related to a gain contingency priced at
$50,000 each, or any mix of stock and the financial instrument. The
Loan Agreement contains customary default provisions.
The funds will be used for the Company's ongoing business
operations.
About Northwest Biotherapeutics
Northwest Biotherapeutics, Inc., is a biotechnology company focused
on developing personalized immune therapies for cancer. The
Company has developed a platform technology, DCVax, which uses
activated dendritic cells to mobilize a patient's own immune system
to attack their cancer.
Tampa, Florida-based Cherry Bekaert LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated March 5, 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.
As of June 30, 2024, Northwest Biotherapeutics had $28.23 million
in total assets, $85.97 million in total liabilities, $18.75
million in mezzanine equity, and a total stockholders' deficit of
$76.50 million.
NWFI LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: NWFI, LLC
7755 E. Redfield Rd, # 100
Scottsdale, AZ 85260
Business Description: NWFI, LLC offers customizable pizzas and
salads made from scratch using fresh
ingredients.
Chapter 11 Petition Date: November 13, 2024
Court: United States Bankruptcy Court
District of Arizona
Case No.: 24-09699
Debtor's Counsel: Andrew A. Harnisch, Esq.
MAY POTENZA BARAN & GILLESPIE, P.C.
1850 N. Central Ave., Suite 1600
Phoenix, AZ 85004
Tel: (602) 252-1900
Email: aharnisch@maypotenza.com
Estimated Assets: $500,000 to $100,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Doug Doyle as owner.
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/AVMGF4I/NWFI_LLC__azbke-24-09699__0001.0.pdf?mcid=tGE4TAMA
NXT ENERGY: Receives $500K Tranche of $900K Debenture From Ataraxia
-------------------------------------------------------------------
NXT Energy Solutions Inc. has received the first tranche of a
planned US$900,000 (approximately CDN$1,252,080) convertible
debenture from Ataraxia Capital for the principal amount of
US$500,000, (approximately CDN$695,600), pursuant to the terms of
the subscription agreement signed between Ataraxia and NXT in 2023.
The Toronto Stock Exchange has provided conditional approval of
the final phase of this 2023 agreement.
The Debentures bear interest at 10% per annum, paid quarterly in
arrears, and are due and payable two years after the issue date.
The Debentures are convertible into common shares of NXT at a
conversion price of US$0.24 (CDN$0.324) per Common Share which
provides Ataraxia with the right to obtain up to 2,083,333 Common
Shares of NXT. The Debentures may also be converted into voting
preferred shares of NXT with an annual dividend rate of 10% paid
quarterly in arrears. The Preferred Shares are not transferable,
but may be converted on a one-to-one basis into Common Shares. The
Debentures are payable on demand and are secured by a general
security agreement, subordinate to the Business Development Bank of
Canada's Highly Affected Sectors Credit Availability Program loan.
Ataraxia currently holds US$1,400,000 (approximately CDN$1,947,680)
of previously issued debentures under the 2023 subscription
agreement with a conversion price of US$0.143 per Common Share.
Once Ataraxia has completed the tranches of its US$900,000
investment, Ataraxia will own an aggregate of US$2,300,000
Debentures and 2023 Debentures. With the acquisition of the
Debentures, Ataraxia will have the right to own, after conversion
of the Ataraxia Debentures, up to 13,540,209 Common Shares,
representing approximately 14.7% of the issued and outstanding
Common Shares (after giving effect to the conversion of the full
amount of the Ataraxia Debentures).
The proceeds from the Debentures will be used to support the
working capital needs of the upcoming SFD® surveys in Africa and
Southeast Asia, and other general and administrative costs which
include business development and marketing activities required to
transform the existing pipeline of SFD® opportunities into firm
contracts.
Commenting on the Debenture offering, Bruce G. Wilcox, CEO of NXT
said, "We are very pleased and grateful that our strategic alliance
partner, Ataraxia Capital, has increased its ownership position in
fulfillment of its commitment from 2023. This provides NXT with
additional capital to support the successful execution of our
upcoming surveys. As previously disclosed, NXT was recently
awarded an SFD® survey contract in Africa by Synergy Exploration
and Production Technologies Limited., an affiliate of Ataraxia
Capital. Data acquisition operations for this contract are
expected to commence in the fourth quarter of 2024, and NXT's
interpretations and recommendations are expected to be delivered
during the first quarter of 2025."
In accordance with MI 61-101 – Protection of Minority Security
Holders in Special Transactions, the Company's issuance of the
Debentures to Ataraxia constitutes a "related party transaction".
The Company has relied on exemptions from the formal valuation and
minority shareholder approval requirements of MI 61–101 contained
in sections 5.5(a) and 5.7(1)(a) of MI 61–101 in respect to the
issuance of the Debentures to Ataraxia as the fair market value of
the Debentures is below 25% of the Company's market capitalization
(in each case as determined in accordance with MI 61-101).
About NXT Energy
NXT Energy Solutions Inc. is a Calgary-based technology company
whose proprietary SFD survey system utilizes quantum-scale sensors
to detect gravity field perturbations in an airborne survey method.
This system can be used both onshore and offshore to remotely
identify areas with exploration potential for traps and reservoirs.
The SFD survey system enables the Company's clients to focus their
hydrocarbon exploration decisions concerning land commitments, data
acquisition expenditures, and prospect prioritization on areas with
the greatest potential. SFD is environmentally friendly and
unaffected by ground security issues or difficult terrain and is
the registered trademark of NXT Energy Solutions Inc. NXT Energy
Solutions provides its clients with an effective and reliable
method to reduce time, costs, and risks related to exploration.
Calgary, Canada-based MNP LLP, the Company's auditor since 2023,
issued a "going concern" qualification in its report dated March
27, 2024, citing that the Company's current cash position is not
expected to be sufficient to meet the Company's obligations and
planned operations for a year beyond the date of the auditor's
report, unless additional financing is obtained or new revenue
contracts are completed. This raises substantial doubt about the
Company's ability to continue as a going concern.
NXT Energy Solutions reported a net loss of C$5.45 million for the
year ended December 31, 2023, compared to a net loss of C$6.73
million for the year ended December 31, 2022. As of June 30, 2024,
Nxt Energy Solutions had C$16,545,816 in total assets, C$12,677,536
in total liabilities, and C$3,868,280 in total shareholders'
equity.
OCEAN POWER: Extends Expiry Date of Stock Purchase Deal to Dec 31.
------------------------------------------------------------------
Ocean Power Technologies, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that the Company
entered into an amendment to the amended and restated common stock
purchase agreement entered into on September 19, 2024 with an
institutional accredited investor. As amended, the agreement will
now expire on the earlier of:
(i) December 31, 2024; or
(ii) the date on which the investor shall have purchased the
aggregate amount of shares contemplated by the agreement.
About Ocean Power Technologies
Ocean Power Technologies, Inc. --
https://oceanpowertechnologies.com/ -- provides intelligent
maritime solutions and services that enable safer, cleaner, and
more productive ocean operations for the defense and security, oil
and gas, science and research, and offshore wind markets. The
Company's PowerBuoy platforms provide clean and reliable electric
power and real-time data communications for remote maritime and
subsea applications. The Company also offers WAM-V autonomous
surface vessels (ASVs) and marine robotics services. The Company's
headquarters is located in Monroe Township, New Jersey, with an
additional office in Richmond, California.
Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated July 25, 2024, citing that the Company has recurring net
losses and net cash flow used in operations that raise substantial
doubt about its ability to continue as going concern.
As of July 31, 2024, Ocean Power Technologies had $29.18 million in
total assets, $6.87 million in total liabilities, and $22.31
million in total shareholders' equity.
ON SEMICONDUCTOR: S&P Alters Outlook to Positive, Affirm 'BB+' ICR
------------------------------------------------------------------
S&P Global Ratings revised its outlook to positive from stable and
affirmed its 'BB+' issuer credit rating and 'BB' issue-level rating
on ON Semiconductor Corp.'s (onsemi) senior unsecured notes.
S&P said, "The positive outlook reflects our view that onsemi will
maintain EBITDA margins well above 35% and FOCF will increase over
the next 12 months. We expect this will result in leverage staying
well below 1x even with a potential increase in share repurchases.
We also assume low- to mid-single-digit percent revenue growth in
2025, as cyclical demand headwinds start stabilizing in core end
markets.
"We expect onsemi will maintain robust EBITDA margins over the next
12 months. onsemi faces a cyclical customer inventory correction
in its core automotive and industrial end markets, and a demand
slowdown in the electric vehicle (EV) market especially in North
America and Europe. This is similar to its peers in the power and
sensor semiconductor industry, and we therefore expect revenues
will decrease about 14% this year. Nonetheless, the company's
efficiency gains in recent years and its ongoing cost control mean
that we only expect an EBITDA margin decrease of about three
percentage points to 37%, which we view as above average for the
semiconductor industry. This also remains well above onsemi's
EBITDA margin of 21.8% in 2020 prior to actions to structurally
improve business performance such as rationalizing its
manufacturing footprint and products to focus on higher-growth and
higher-margin markets like SiC power management and image sensors.
"Furthermore, we believe EBITDA margins could improve 100-200 basis
points next year, assuming 2%-4% revenue growth, and return to
above 40% in 2026. This is due to less capacity in onsemi's East
Fishkill manufacturing facility being dedicated to GlobalFoundries,
and the movement of production capacity from divested facilities
internally as related excess inventory is consumed. While there
remains limited visibility regarding the timing, an eventual demand
recovery will also allow for manufacturing utilization rates to
increase from the current low level of about 65%. The company
expects every incremental percentage point of utilization will
improve gross profit margins by 15-20 basis points, and we believe
the global adoption of EVs remains a long-term secular trend
despite the current slowdown.
"Although we forecast a more stable demand environment in 2025,
significant industry uncertainties remain. onsemi's quarterly
revenues have somewhat stabilized at about $1.7 billion-$1.8
billion with continued strength in the Chinese EV market and the
image sensor product area offsetting weaknesses in other parts of
the business in the most recent quarter. While we expect these
trends will continue for at least several more quarters, we note
that competition in the SiC market remains high. There could be a
near-term oversupply risk with several SiC providers (like onsemi,
STMicroelectronics, and Wolfspeed) investing in capacity prior to
the western EV market slowdown. Nonetheless, we note SiC only
represented over $800 million (or 10%) of the company's 2023
revenues. Furthermore, its long-term supply agreements, while
ultimately renegotiable, provide some volume and pricing assurance.
We also note onsemi has a strong SiC device market position (likely
behind only STMicroelectronics), especially in the faster-growing
Chinese EV market. However, we still consider greater U.S.-China
trade tensions under a Trump administration and increasing local
Chinese competition as potential risks to medium-term revenue
growth.
"We expect onsemi's increasing FOCF will support its continued low
leverage and strong liquidity. Although it does not have a
detailed financial policy, besides returning 50% of FOCF to
shareholders in the long run, we note the company has been
significantly less acquisitive under its current management team.
It has focused more on investing in its organic growth capacity
including its SiC and East Fishkill facilities to meet expected
demand. It is now reducing its capex intensity with a goal of
reaching mid-single-digit percent of revenues in 2025 compared to
about 19% last year and 10%-11% this year. We therefore expect its
annual reported FOCF will increase well above $1 billion over the
next two years. We believe this will allow onsemi to maintain
leverage well below 1x and a sizable liquidity buffer, including
cash and short-term investments of about $2.8 billion as of Sept.
27, 2024, even with greater shareholder distributions."
Assuming it does not adopt a considerably more aggressive financial
policy, customer ramps for onsemi's power and image sensing
products, its robust EBITDA margins, and increasing FOCF could lead
us to raise our issuer credit rating within the next 12 months to
'BBB-'.
S&P said, "The positive outlook reflects our view that onsemi will
continue to maintain strong EBITDA margins of well above 35%
supported by cost control, efficiency gains, and increasing FOCF
over the next 12 months (helped by reduced capital intensity). We
expect this will result in leverage remaining well below 1x even
with a potential increase in share repurchases. We also assume low-
to mid-single-digit percent revenue growth in 2025, following a 14%
decline this year, as cyclical demand headwinds begin stabilizing
in core end markets."
S&P would revise its outlook back to stable if:
-- The company experienced significantly weaker-than-expected
revenues and operating performance. This could be due to
operational mishaps, increasing competitive pressures, or a
prolonged customer inventory correction; and
-- Management adopted a more aggressive financial policy,
including large-scale share repurchases and acquisitions, such that
S&P believed leverage could exceed 2x at the bottom of the demand
cycle.
S&P could raise its rating within the next 12 months if the
company:
-- Returned to organic revenue growth while maintaining EBITDA
margins of well above 35% and improving FOCF generation; and
-- Improved its competitive standing, characterized by market
share gains, technology leadership, and customer design wins.
If the above are not met, S&P could raise the rating if it believes
the company would maintain S&P Global Ratings-adjusted leverage
below 2x through a cyclical downturn, while considering its
acquisition and shareholder return objectives.
ONESOURCE COMMUNITY: Peter Barrett Named Subchapter V Trustee
-------------------------------------------------------------
The Acting U.S. Trustee for Region 4 appointed Peter Barrett, Esq.,
at Kutak Rock, LLP as Subchapter V trustee for OneSource Community
Mental Health Services of Virginia, Inc.
Mr. Barrett will charge $540 per hour for his services as
Subchapter V trustee and will seek reimbursement for work-related
expenses incurred.
Mr. Barrett declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Peter J. Barrett, Esq.
Kutak Rock, LLP
901 East Byrd St., Ste. 1000
Richmond, VA 23219
Phone: (804) 644-1700
Email: Peter.barrett@kutakrock.com
About OneSource Community Mental
Health Services of Virginia
OneSource Community Mental Health Services of Virginia, Inc. is a
full-service counseling and drug-treatment business in Richmond,
Va.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Va. Case No. 24-34038) on October 24,
2024, with up to $1 million in assets and up to $10 million in
liabilities. Stephen A. Parson, Jr., chief executive officer,
signed the petition.
Christopher M. Winslow, Esq., at Winslow, McCurry & MacCormac ,
PLLC, represents the Debtor as legal counsel.
ORYX OILFIELD: Seeks Approval to Tap Grady Bell as Special Counsel
------------------------------------------------------------------
Oryx Oilfield Services, LLC and Kodiak Trenching and Boring, LLC
seek approval from the U.S. Bankruptcy Court for the Eastern
District of Texas to employ Grady Bell LLP as special counsel.
The firm will represent the Debtors in appellate Case No.
3-23-0429, First Midwest Finance Company, LLC v. Oryx Oilfield
Services, LLC et al., before the Third Judicial District Appellate
Court of Illinois.
The firm will be paid at an hourly rate of $450.
John Grady, Esq., an attorney at Grady Bell, 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. Grady, Esq.
Grady Bell LLP
53 West Jackson Blvd., Suite 1250
Chicago, IL 60604
Telephone: (312) 939-0964
Facsimile: (312) 546-6820
Email: jgrady@gradybell.com
About Oryx Oilfield Services
Oryx Oilfield Services, LLC is an oil and gas construction company
working in shale plays throughout Texas. It fabricates pressure
vessels, inter-connecting piping for modular builds, launchers and
receivers, spools, supports, industrial grade platforms and
ladders.
Oryx and its affiliates sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tex. Lead Case No. 24-41618) on July
12, 2024, with total assets of $1 million to $10 million and total
liabilities of $50 million to $100 million.
Judge Brenda T. Rhoades oversees the cases.
The Debtors tapped the Law Offices of Frank J. Wright, PLLC as
bankruptcy counsel and Grady Bell LLP as special counsel.
OYA RENEWABLES: Gets Court Okay for $3-Mil. Lifeline in Chapter 11
------------------------------------------------------------------
Emlyn Cameron of Law360 reports that a Delaware bankruptcy judge
confirmed Friday that Oya Renewables, a solar energy firm with
offices in Boston and Toronto, will be granted interim access to $3
million in postpetition funding from its Chapter 11 stalking horse
bidder, once some final revisions are made.
About Oya Renewables
Oya Renewables EquipmentCo LLC -- https://oyarenewables.com/ -- is
a solar energy firm with offices in Boston and Toronto.
Oya Renewables sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-12575) on November 7,
2023. In the petition filed by John Shepherd, as chief
restructuring officer, the Debtor reports estimated assets and
liabilities between $100 million and $500 million each.
The Debtor is represented by:
Edmon L. Morton, Esq.
Young Conaway Stargatt & Taylor, LLP
75 Central Street
3rd Floor
Boston, MA 02109
OYA RENEWABLES: Seeks Chapter 11 Bankruptcy With $100-Mil. Debt
---------------------------------------------------------------
Emlyn Cameron of Law360 reports that Oya Renewables, a solar energy
firm with offices in Boston and Toronto, has filed for Chapter 11
bankruptcy in Delaware, reporting liabilities exceeding $100
million, including close to $87 million in funded debt. The
company intends to sell its assets, citing project delays and
litigation as factors contributing to its liquidity issues.
About Oya Renewables
Oya Renewables EquipmentCo LLC --
https://oyarenewables.com/ -- is a solar energy firm with offices
in Boston and Toronto.
Oya Renewables sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-12575) on November 7,
2023. In the petition filed by John Shepherd, as chief
restructuring officer, the Debtor reports estimated assets and
liabilities between $100 million and $500 million each.
The Debtor is represented by:
Edmon L. Morton, Esq.
Young Conaway Stargatt & Taylor, LLP
75 Central Street
3rd Floor
Boston, MA 02109
PACTIV EVERGREEN: S&P Upgrades ICR to 'BB-', Outlook Positive
-------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Pactiv
Evergreen Inc. to 'BB-' from 'B+'. The outlook is positive. At the
same time, S&P raised its issue-level ratings on the company's
senior secured debt to 'BB-' from 'B+' and unsecured debentures to
'B' from 'B-'. The recovery ratings are unchanged at '3' and '6',
respectively.
The positive outlook reflects S&P's expectation for continued
earnings growth, solid cash generation, and further debt reduction
resulting in S&P Global Ratings-adjusted debt to EBITDA improving
toward 3.5x and free operating cash flow (FOCF) to debt increasing
to close to 11% by the end of 2025.
S&P said, "The upgrade and positive outlook reflect our expectation
that Pactiv Evergreen's credit metrics will continue to improve
through 2025 as it nears the end of its multiyear business
transformation and restructuring plan. In October, Pactiv
Evergreen completed the sale of its Pine Bluff mill and Waynesville
extrusion facility to Suzano S.A. for $83 million. The Pine Bluff
mill produced fiber-based liquid packaging board for Pactiv
Evergreen's internal requirements and to sell to other fresh
beverage carton manufactures. As part of the sale, Pactiv Evergreen
entered into a long-term supply arrangement with Suzano pursuant to
which Suzano will supply liquid packaging board for Pactiv
Evergreen's converting business. External revenues from liquid
packaging board represented about $165 million through the first
nine months of the year and the loss of this revenue will remain a
headwind to net sales through the third quarter of 2025. However,
EBITDA from the Pine Bluff mill was negative $38 million over the
same period due to scheduled outages, severe weather, and
unanticipated disruptions.
"We believe Pactiv Evergreen's sale of its final remaining paper
mill not only advances its transformation to a capital-light
pure-play converting business, but also enables further
deleveraging, despite the weaker than previously expected demand
environment. While this largely concludes the Beverage
Merchandising Restructuring plan, the Footprint Optimization plan
will continue into 2025 and we estimate about $39 million to $54
million of remaining related cash restructuring costs. Irrespective
of the ongoing restructuring costs, we expect S&P Global
Ratings-adjusted EBITDA will increase to $925 million to $950
million in 2025 due to modest volume growth and the realization of
cost savings from its restructuring actions. The combination of
both restructuring plans is expected to yield $65 million of annual
cost savings and reduce capex by approximately $50 million. We
believe EBITDA growth, coupled with lower cash interest expense,
will result in stronger cash generation in 2025, with S&P Global
Ratings-adjusted free cash flow between $350 million and $375
million.
"Volumes remained muted through the third quarter amid weaker
consumer spending due to inflationary pressures and lower
disposable income; however, we believe volumes will return to
growth in 2025. Volumes continued to decline through the third
quarter due to tepid consumer spending, pricing pressures as
customers opt for lower price alternatives to maintain profit
margins, and its strategic exit of certain lower margin business in
the Food and Beverage Merchandising segment. The cumulative effect
of elevated inflation in 2022 and 2023 has led to more cautious
consumer behavior, with some consumers trading-down to lower-cost
food and quick-service restaurants (QSRs) and limiting their
purchases of more discretionary food items. However, lower interest
rates, a resilient labor market, and an increase in promotional
activity across food and beverage markets should support an
improvement in consumer spending over the coming quarters. As such,
we expect volumes will decline in the low-single-digit percent area
in 2024, before returning to growth in 2025.
"We believe Pactiv Evergreen's capital allocation priorities will
remain focused on strengthening its balance sheet. We believe
Pactiv Evergreen will maintain a disciplined capital allocation
strategy and therefore anticipate a further reduction in net
leverage by the end of 2025. Our forecast assumes earnings growth
and lower interest expense will enable solid free cash generation
which the company will utilize to fund its dividend and reduce its
net debt. Through the third quarter, Pactiv Evergreen generated
reported free cash flow of $153 million, with $190 million
generated in the third quarter, reflecting the company's typical
intra-year changes in net working capital. We estimate the company
will generate slightly more than $200 million of reported free cash
flow in 2024, increasing to $275 million to $300 million by the end
of 2025.
"The positive outlook reflects our expectation for S&P Global
Ratings-adjusted EBITDA growth, solid cash generation, and further
debt reduction resulting in S&P Global Ratings-adjusted debt to
EBITDA improving toward 3.5x and FOCF to debt increasing to close
to 11% by the end of 2025."
Upside scenario
S&P could raise its rating on Pactiv Evergreen if:
-- It achieves its operational improvement and cost-reduction
initiatives such that it sustains S&P Global Ratings-adjusted debt
to EBITDA of below 4x;
-- S&P expects S&P Global Ratings-adjusted FOCF to debt to
increase and remain above 10%; and
-- It continues to demonstrate a more conservative financial
policy which includes maintaining its strengthened credit measures
through economic cycles, restructuring programs, and shareholder
rewards.
S&P could revise its outlook on Pactiv Evergreen to stable if:
-- Consumer demand weakens and pricing competition intensifies
such that S&P Global Ratings-adjusted debt to EBITDA remains above
4x;
-- S&P Global Ratings-adjusted FOCF to debt remains below 10%; or
-- The company pivots from its current commitment to reducing
leverage and improving its credit metrics, instead prioritizing
shareholder returns or debt-funded M&A.
PARKER HEATING: Court OKs Use of Cash Collateral
------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Illinois
approved a stipulation resolving Hunter Caroline Holdings, LLC's
objection to Parker Heating & Cooling, Inc.'s use of cash
collateral.
Pursuant to the terms of the stipulation, HCH will have an allowed
claim of $88,612.52, which will be paid in full through Parker's
Chapter 11 plan of reorganization in 60 equal monthly payments of
$1,476.87.
Parker was ordered to incorporate the terms of the stipulation into
the plan, which must be filed by Dec. 3.
As a result of the stipulation, Parker is relieved from the
requirement to escrow 15% of its receivables from sales of goods
for the benefit of HCH. All funds currently held in escrow will be
released back to Parker.
The stipulation also reserves HCH's right to object to the plan if
it does not incorporate the terms of the stipulation or if Parker
defaults on the terms of the stipulation.
About Parker Heating & Cooling
Parker Heating & Cooling, Inc. provides heating and air
conditioning services. The company is based in Marion, Ill.
Parker filed its voluntary petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Ill. Case No. 24-40304) on August
5, 2024, listing $329,222 in assets and $1,456,253 in liabilities.
Parker President Jerry Parker signed the petition.
Judge Laura K. Grandy presides over the case.
Robert E. Eggmann, Esq., at Carmody MacDonald, P.C. represents the
Debtor as legal counsel.
PETROQUEST ENERGY: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: PetroQuest Energy, Inc.
400 E. Kaliste Saloom Road, Suite 5200
Lafayette, LA 70508
Business Description: Created in 1998 through a reverse merger
involving Optima Petroleum Corp. and
American Explorer, L.L.C., the Debtors are
an independent oil and gas company
headquartered in Lafayette, Louisiana. The
Debtors are engaged in the exploration,
development, acquisition, and operation of
oil and gas properties in Texas and
Louisiana.
Chapter 11 Petition Date: November 13, 2024
Court: United States Bankruptcy Court
District of Delaware
Four affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
PetroQuest Energy, Inc. (Lead Case) 24-12609
PetroQuest Energy, L.L.C. 24-12610
PetroQuest Oil & Gas, L.L.C. 24-12611
PQ Holdings LLC 24-12612
Judge: Hon. Craig T Goldblatt
Debtors'
Bankruptcy
Counsel: Patrick J. Reilley, Esq.
COLE SCHOTZ P.C.
500 Delaware Avenue, Suite 1410
Wilmington, DE 19801
Tel: 302-652-3131
Email: preilley@coleschotz.com
Debtors'
Financial
Advisor: EISNER ADVISORY GROUP LLC
Debtors'
Marketing
Advisor: DETRING & ASSOCIATES, LLC
Debtors'
Claims,
Solicitation &
Noticing
Agent: STRETTO, INC.
Debtors'
Sale
Counsel: PORTER HEDGES LLP
Lead Debtor's
Estimated Assets: $100,000 to $500,000
Lead Debtor's
Estimated Liabilities: $100 million to $500 million
The petitions were signed by Charles T. Goodson as chief executive
officer and president.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/ELEM45Q/PetroQuest_Energy_Inc__debke-24-12609__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Patriot Natural Gas LLC Legal Judgment $4,096,668
ATTN: Timothy Patuwo
811 Louisiana St., Ste 2550
Houston, TX 77002
TEL: 713-357-2759 OR 713-992-3163
EMAIL: TIM@MOUNTAINLP.COM
2. Chevron USA Inc. Joint $1,200,000
ATTN: C Scott Wilson Interest
1400 Smith St. Operator
Houston, TX 77002
TEL: 925-842-5300
EMAIL: CWUY@CHEVRON.COM
3. Baker Botts LLP Professional $1,033,248
ATTN: J B Henderson Services
2001 Ross Avenue, Suite 900
Dallas, TX 75201
TEL: 214-953-6744
FAX: 214-953-6503
EMAIL: BRYAN.HENDERSON@BAKERBOTTS.COM
4. Pilot Systems, LLC Trade Debt $240,000
ATTN: Rachel Marsh
301 Main St, Ste 1100
Baton Rouge, LA 70801
TEL: 225-302-8594
EMAIL: RACHEL.MARSH@PILOTWATER.COM
5. Panola County Tax Collector Property Tax $208,779
ATTN: Holly Gibbs,
Assessor/Collector
110 S Sycamore, Room 211
Carthage, TX 75633
TEL: 903-693-0340
EMAIL: HOLLY.GIBBS@CO.PANOLA.TX.US
6. Talos Resources LLC Joint $188,441
ATTN: Carl Comstock Interest
333 Clay Street Ste 3300 Owner
Houston TX 77002
TEL: 713-328-3000
EMAIL: ASH.SHEPHERD@TALOSENERGY.COM
7. Walter Oil & Gas Corp Joint $182,650
ATTN: Richard Lucas Interest
1100 Louisiana, Suite 200 Owner
Houston, TX 77002-5299
TEL: 713-659-1221
FAX: 713-756-1177
EMAIL: RLUCAS@WALTEROIL.COM
8. JGC Exploration Eagle Ford LLC Joint $117,118
ATTN: Norjiri Takeshi Interest
3151 Briarpark Drive, Ste. 1050 Owner
Houston, TX 77042
TEL: 803-692-7155
EMAIL: NOJIRI.TAKESHI@JGC.COM
9. Texas State Comptroller Severance $90,000
ATTN: Alicia Prosser Taxes
111 E 17th St, LBJ Building
Austin, TX 78774-0100
TEL: 512-463-4000 OR 1-800-531-5441
EXT 34388 OR 512-463-4388
10. PGH Petroleum & Environmental Professional $70,812
Engineers, LLC Services
ATTN: Wayman Gore
PO BOX 91629
Austin, TX 78709-1629
TEL: 512-617-3088
EMAIL: WAYMAN.GORE@PGHENGINEERS.COM
11. Stokes & Spiehler Offshore Inc. Trade Debt $69,321
ATTN: Jacqueline Broussard
110 Rue Jean Lafitte, Suite 100
Lafayette, LA 7050
TEL: 337-233-6871
EMAIL: JBROUSSARD@STOKESANDSPIELER.COM
12. Vermillion Parish Tax Collector Property Tax $59,000
PO BOX 307
Abbeville LA 70511-0307
TEL: 337-898-4419
13. New Dawn Ventures LLC Trade Debt $52,532
ATTN: Kurt Mix
1927 Sparrows RDG
KATY, TX 77450-6694
TEL: 713-614-8883
EMAIL: KKMIXX@GMAIL.COM
14. Capital Petroleum Trade Debt $52,387
Consultants, Inc.
ATTN: Kris Zaunbrecher
623 Heights Blvd
Houston, TX 77007
EL: 713-854-2834
EMAIL: KRIS.ZAUNBRECHER@CAP-PETRO.COM
15. Archrock Partners Trade Debt $48,500
ATTN: Mark Guidry
1053 Petroleum Pwy
Broussard, LA 70518
TEL: 281-836-8000
FAX: 281-836-8953
EMAIL: MARK.GUIDRY@ARCHROCK.COM
16. Seven Derricks, LLC G&A $36,400
ATTN: Lawrence Brewer
43 Midday Sun Place
The Woodlands, TX 77382
TEL: 832-414-8158
EMAIL: LBREWER@SEVENDERRICKSLLC.COM
17. Pine Island Chemical Solutions LLC Trade Debt $34,000
ATTN: John Michael Chachere
324 Industrial Pkwy
Lafayette, LA 70508
FAX: 337-504-3347
EMAIL: JMCHACHERE@PICHEMICAL.COM
18. Porter & Hedges, L.L.P. Professional $31,926
ATTN: John Higgins Services
1000 Main St. 36th FL
HOUSTON, TX 77002
TEL: 713-228-1331
FAX: 713-226-0600
EMAIL: JHIGGINS@PORTERHEDGES.COM
19. Blue Cross Blue Shield Employee $30,209
5525 Reitz Ave Benefits
Baton Rouge, LA 7080
TEL: 225-291-5370
20. Alvarez & Marsal Disputes and Professional $24,882
Investigations Services
ATTN: Aaron Stai
700 Louisiana Street, Ste 3300
Houston, TX 77002
TEL: 713-571-2400
21. Markwest Energy Operating, LLC Product $21,356
PO BOX 735781 Marketing
Dallas, TX 75373-578
TEL: 303-357-1775
22. The Production Group, LLC Trade Debt $21,000
ATTN: Travis Lafleur/C. Romero
203 Glaser Dr.
Lafayette, LA 70508
TEL: 337-305-1656
EMAIL: CROMERO@GO-TPG.COM
23. Lafayette Parish Tax Collector Property Tax $19,000
PO Box 52667
Lafayette, LA 70505
TEL: 337-236-5880
EMAIL: CGHULS@MARATHONPETROLEUM.COM
24. Courson Oil & Gas, Inc. Joint $15,169
ATTN: L. Kirk Courson Interest
PO Box 809 Owner
Perryton, TX 79070
TEL: 806-435-2910
EMAIL: LKCOURSON@HOTMAIL.COM
25. 3B Studio, Inc. G&A $15,053
ATTN: James Baker
405 Main St., Ste 1100
Houston, TX 77002
TEL: 713-222-7075
FAX: 713-222-7061
26. Bagley Well Service Trade Debt $15,000
ATTN: Jessica Galvan
334 Forsythe Street
Carthage, TX 75633
TEL: 903-690-9700
FAX: 903-690-9705
EMAIL: JGALVAN@BAGLEYWELLSERVICE.COM
27. Whitco Supply Lien $13,876
200 N Morgan Ave
Broussard, LA 70518
TEL: 337-837-2440
FAX: 337-837-4450
28. Gordon Arata Montgomery Barnett Professional $13,219
ATTN: Anthoney C. Marino Services
201 ST. Charles Ave 40th Floor
NEW ORLEANS, LA 70170-4000
TEL: 504-582-1111
EMAIL: AMARINO@GAMB.COM
29. HTX Document Support LLC G&A $12,148
14718 Jordanbranch Lane
HUMBLE, TX 77396
TEL: 713-992-8826
EMAIL: SWHITE@HTXSUPPORT.COM
30. Eocene Consulting, LLC Professional $9,947
ATTN: Glen Collier Services
818 N. University Dr., Ste. 103
Nacogdoches, TX 75961
TEL: 936-554-2178
EMAIL: GCOLLIER@EOCENE.US
PETROQUEST ENERGY: Returns to Chapter 11 Bankruptcy to Pursue Sale
------------------------------------------------------------------
PetroQuest Energy, Inc., along with affiliates PetroQuest Energy,
L.L.C., PetroQuest Oil & Gas, L.L.C., and PQ Holdings LLC, returned
to Chapter 11 bankruptcy to complete the sale of its East Texas
assets after a year-long marketing process.
Created in 1998 through a reverse merger involving Optima Petroleum
Corp. and American Explorer, L.L.C., the Debtors are an independent
oil and gas company headquartered in Lafayette, Louisiana. The
Debtors are engaged in the exploration, development, acquisition,
and operation of oil and gas properties in Texas and Louisiana.
In January 2018, the Debtors sold their Gulf of Mexico assets to
Northstar Offshore Ventures LLC, substantially reducing their
operational footprint to assets based solely in Texas and
Louisiana.
As of the Petition Date, the Debtors' primary operating assets
consist of their oil and gas leasehold interests, producing
properties, and related assets located in Panola County, Texas --
collectively, the East Texas Assets. The Debtors' remaining assets
include, among other things: (i) a single offshore overriding
royalty interest, a single well in Oklahoma, and a processing
platform located in Thibodeaux, Louisiana, which either have de
minimis value or significant associated liabilities, and (ii) tax
refunds, accounts receivable, credits, and unliquidated claims, the
amount and timing of receipt, if any, of which is unknown.
In February 2024, faced with the ongoing inability to service their
debt payments under the prepetition term loan agreement, mounting
P&A liabilities, and plummeting oil & gas pricing, the Boards made
the strategic determination to engage Detring & Associates, LLC, to
market the East Texas Assets in a competitive auction process.
As of Aug. 30, 2024, eight total bids -- Initial Bidders -- were
received for the East Texas Assets. In order to maximize value for
the East Texas Assets and to continue the competitive bidding
process, Detring then told the Initial Bidders to submit a second
"best and final" bid by Sept. 4, 2024. Three bidders submitted
supplemental bids on that date, and one new bidder later emerged --
Second Round Bidders. The Debtors and their advisors then engaged
in comprehensive discussions with the Second Round Bidders to
determine whether they had any ability to increase their purchase
price, remove contingencies, or serve as a stalking horse
purchaser. Due to the Debtors' liquidity constraints, however, the
Debtors commenced the Chapter 11 proceedings prior to any agreement
being finalized. The Debtors anticipate seeking approval of
appropriate bidding and sale procedures within the first two weeks
of the Chapter 11 cases.
Events Leading to Filing
PQE LLC and Patriot Natural Gas, LLC are parties to a litigation
pending in the District Court of Harris County, Texas for the 295th
Judicial District under Cause No. 2022-74164, related to Patriot's
termination of a purchase and sale agreement entered into in
September 2022 for the East Texas Assets. Following extensive
discovery, motion practice and a bench trial, on July 4, 2024, the
Texas State Court issued a decision finding in favor of PetroQuest
with respect to a fraud claim and finding in favor of Patriot with
respect to a breach of contract claim. Patriot was awarded its
$11.5 million purchase price deposit that was being held in escrow
by JPMorgan Chase Bank, N.A., along with certain transactional fees
and expenses. In late September 2024, the parties entered into a
settlement agreement that, among other things, fixed the amount of
the Patriot Attorney’s Fees, released a land report that is a key
component of the diligence process in the sale process, and
prevented Patriot from taking any action to levy upon the Debtors'
assets until Oct. 31, 2024. The settlement agreement also resulted
in an Agreed Final Judgment in the Patriot Litigation, that was
entered by the Texas State Court on Sept. 30, 2024.
In July 2024, with the Debtors already burdened by the factors
leading to the prepetition sale process, the Texas State Court
issued the Patriot Decision, exposing the Debtors to millions of
dollars of liabilities in the form of Patriot's attorneys' fees
that they had no ability to satisfy.
After careful consideration, the PQE Board came to the inevitable
conclusion that a restructuring of the Debtors' business would be
necessary. Accordingly, on August 1, 2024, the entire PQE Board
resigned and appointed Jeremy Stillings as the sole independent
director to, among other things, maintain the integrity of the sale
process and oversee the Debtors’ restructuring efforts.
Following Mr. Stillings' appointment, he moved swiftly to
understand the Debtors' business and to determine what course of
action to take given the financial and operational difficulties.
As part of that strategy, the Debtors retained the law firm of Cole
Schotz P.C. and the financial advisory firm of Eisner Advisory
Group LLC to assist the Debtors with their overall restructuring
strategy and contingency planning.
After carefully considering the alternatives, the Boards made the
difficult decision to file for chapter 11 protection in order to
preserve the Debtors' assets and implement the sale process for the
Company's East Texas Assets.
About Petroquest Energy
PetroQuest Energy, Inc. -- http://www.petroquest.com/-- is an
independent oil and gas company headquartered in Lafayette,
Louisiana, created in 1998 through a reverse merger involving
Optima Petroleum Corp. and American Explorer, L.L.C. The Debtors
are engaged in the exploration, development, acquisition, and
operation of oil and gas properties in Texas and Louisiana.
Petroquest along with its seven affiliates filed for Chapter 11
bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 18-36322) on
Nov. 6, 2018. The Debtors engaged Porter Hedges LLP, led by John
F. Higgins, Esq., Joshua W. Wolfshohl, Esq., and M. Shane Johnson,
Esq., as counsel. The Debtors also tapped Seaport Global
Securities as investment banker, FTI Consulting Inc. as financial
advisor. The official committee of unsecured creditors formed in
the cases retained Heller Draper Patrick Horn & Manthey, LLC, as
counsel.
PetroQuest Energy, Inc., along with three affiliates, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 24-12609) on
Nov. 13, 2024, to pursue a sale of its East Texas assets.
In the new Chapter 11 cases, the Debtors tapped COLE SCHOTZ P.C. as
bankruptcy counsel, EISNER ADVISORY GROUP LLC as financial advisor,
and DETRING & ASSOCIATES, LLC, as marketing advisor. PORTER HEDGES
LLP is the sale counsel. STRETTO, INC. is the claims agent.
PLOW UNDERGROUND: Hires Rountree Leitman Klein & Geer as Attorney
-----------------------------------------------------------------
Plow Underground Construction, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to hire
Rountree, Leitman, Klein & Geer, LLC as its attorneys.
The firm's services include:
a. giving the Debtor legal advice with respect to its powers
and duties as Debtor-in-Possession in the management of its
property;
b. preparing on behalf of the Debtor as Debtor-in-Possession
necessary schedules, applications, motions, answers, orders,
reports and other legal matters;
c. assisting in examination of the claims of creditors;
d. assisting with formulation and preparation of the
disclosure statement and plan of reorganization and with the
confirmation and consummation thereof; and
e. performing all other legal services.
The firm will be paid at these rates:
Attorney:
William A. Rountree $595 per hour
Will B. Geer $595 per hour
Michael Bargar $535 per hour
Hal Leitman $425 per hour
William Matthews $425 per hour
David S. Klein $495 per hour
Alexandra Dishun $425 per hour
Elizabeth Childers $395 per hour
Ceci Christy $425 per hour
Caitlyn Powers $375 per hour
Shawn Eisenberg $300 per hour
Paralegals
Elizabeth Miller $250 per hour
Megan Winokur $175 per hour
Catherine Smith $150 per hour
Rebecca Studer $200 per hour
Law Clerk $175 per hour
The firm received a pre-petition retainer from Debtor of $30,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
William Rountree, Esq., a partner at Rountree, Leitman, Klein &
Geer, 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:
William A. Rountree, Esq.
Rountree, Leitman, Klein & Geer, LLC
Century I Plaza
2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Telephone: (404) 584-1238
Email: wrountree@rlkglaw.com
About Plow Underground Construction
Plow Underground Construction, LLC is a construction company that
specializes in underground construction services. This includes
services like trenching, tunneling, and other subsurface work
essential for utilities, drainage systems, and other infrastructure
projects.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-21101) with $50,001 to
$100,000 in assets and $500,001 to $1 million in liabilities.
Judge James R. Sacca oversees the case.
The Debtor is represented by William A. Rountree, Esq. at Rountree
Leitman Klein & Geer, LLC.
POTTSVILLE OPERATIONS: Taps Baker & Hostetler LLP as Co-Counsel
---------------------------------------------------------------
Pottsville Operations LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Western District of Pennsylvania to
hire Baker & Hostetler LLP as co-counsel.
The firm's services include:
a. advising the Debtors with respect to their powers and
duties as debtors in possession in the continued management and
operation of their business;
b. advising and consulting the Debtors in connection with the
Chapter 11 Cases, including all of the legal and administrative
requirements of operating in chapter 11;
c. attending meetings and negotiating with representatives of
creditors and other parties in interest;
d. taking necessary actions to protect and preserve the
Debtors' estates;
e. preparing, on behalf of the Debtors, pleadings, including
motions, applications, answers, orders, reports, and papers
necessary or otherwise beneficial to the administration of the
Debtors' estates;
f. advising the Debtors in connection with any sale of their
assets;
g. consulting with the Debtors regarding tax matters;
h. appearing before the Court and any appellate courts to
represent the interests of the Debtors' estates before those
courts; and
i. performing all other necessary or otherwise beneficial
legal services and providing legal advice to the Debtors in these
Chapter 11 Cases.
Baker received initial retainers of $110,000 on August 8, 2024, and
$95,000 on Sep. 11, 2024. On Oct. 10, 2024, the Debtors paid an
additional advance payment retainer in the amount of $200,000. The
retainers totaled $405,000.
The following information is provided in response to the request
for additional information set forth in paragraph D.1 of the U.S.
Trustee Guidelines.
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: Yes, the hourly rates set forth in the Green
Declaration are consistent with the rates that Baker charges other
comparable chapter 11 clients, and the rate structure provided by
Baker is appropriate and is not significantly different from: (a)
the rates that Baker charges in other nonbankruptcy
representations; or (b) the rates of other comparably skilled
professionals for similar engagements. However, Baker has agreed to
reduce the rates of its New York lawyers by 20% to the extent any
of Baker's New York lawyers work on the engagement.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed post-petition, explain the
difference and the reasons for the difference.
Response: Baker's rates did not change upon the filing of these
Chapter 11 Cases. The hourly rates of Baker's professionals are set
forth in the Green Declaration.
Question: Has your client approved your prospective budget and
staffing plans, and if so, for what budget period?
Response: Fees for all professionals in these Chapter 11 Cases
have been included in the budgets for post-petition financing.
These budgets have been approved by the Debtors. The Debtors have
not requested a specific staffing plan, but Baker expects that the
individuals identified in the Green Declaration will provide the
bulk of the services in these Chapter 11 Cases.
As disclosed in the court filings, Baker and its partners, counsel,
or associates are "disinterested persons" within the meaning of
section 101(14) of the Bankruptcy Code, and do not hold or
represent any interest adverse to the Debtors' estates.
The firm can be reached through:
Elizabeth A. Green, Esq.
Jimmy D. Parrish, Esq.
Andrew V. Layden, Esq.
BAKER & HOSTETLER LLP
SunTrust Center, Suite 2300
200 South Orange Avenue
Orlando, FL 32801-3432
Tel: (407) 540-7920
Fax: (407) 841-0168
E-mail: egreen@bakerlaw.com
E-mail: jparrish@bakerlaw.com
E-mail: alayden@bakerlaw.com
About Pottsville Operations LLC
Pottsville Operations LLC and its affiliates own and operates six
skilled nursing facilities in Pennsylvania. Collectively,
Pottsville has 925 beds across the six facilities, and 759
residents currently at the Facilities as of the Petition Date.
Pottsville acquired the facilities in May of 2021.
Pottsville Operations LLC and its 10 affiliates sought relief under
sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
W.D. Pa. Lead Case No. 24-70418) on Oct. 15, 2024. In the petition
signed by Neil Luria, as chief restructuring officer, Pottsville
reports estimated assets between $1 million and $10 million and
estimated liabilities between $10 million and $50 million.
Bankruptcy Judge Jeffery A Deller handles the cases.
The Debtors tapped BAKER & HOSTETLER LLP as general bankruptcy
counsel; and RAINES FELDMAN LITTRELL, LLP as local counsel. SOLIC
Capital Advisors LLC is serving as financial advisor, and Solic's
Neil Luria has been tapped as CRO of the Debtors. STRETTO, INC., is
the claims agent.
POTTSVILLE OPERATIONS: Taps Neil F. Luria of SOLIC as CRO
---------------------------------------------------------
Pottsville Operations LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Western District of Pennsylvania to
hire SOLIC Capital Advisors, LLC to provide a chief restructuring
officer and other additional personnel of SOLIC, and designate Neil
F. Luria as CRO.
The firm will render these services:
a. review cash reports prepared by the Debtors (and reports
prepared by the Debtors' administrative service provider),
including review and follow-up on weekly actual receipts and
disbursements, and inter-bank account transfers;
b. support various liquidity management activities as
requested by the Debtors to maintain adequate liquidity, including
effectiveness of liquidity stabilization initiatives;
c. assess and validate the Debtors' cash and financial
projections, including assumptions of weekly cash forecast
projections;
d. provide contingency planning and execution support for
potential strategic alternative, including the sale of the Debtors'
assets under Section 363 of the Bankruptcy Code or plan of
reorganization or liquidation;
e. assist with bankruptcy preparations and bankruptcy
administration including assistance to counsel and the Debtors'
claims agent in development of first day motions and bankruptcy
schedules;
f. assist management and the Debtors' legal counsel in the
review of any threatened or unforeseen litigation, contingent
liabilities, and regulatory related or submission requirements;
g. engage with the Debtors' creditors, the creditors
committee, and other constituencies in the case and assist in the
preparation of due diligence information, reports to, and
negotiations with, such constituencies;
h. assist in the formulation, development, negotiation, and
approval of any disclosure statement and plan of reorganization;
i. assist the Debtors with respect to bankruptcy-related
claims estimation, claims management, and reconciliation
processes;
j. assist the Debtors in preparing reporting required during
these Chapter 11 Cases including, but not limited to, monthly
operating reports, creditor matrices, statements of financial
affairs, and schedules of assets and liabilities; and
k. perform such other professional services as may be
requested by the Debtors and agreed to by SOLIC.
The firm will provide these services for a fee of $150,000 per
month, plus reimbursement of actual, necessary expenses and other
charges.
On Oct 10, 2024, SOLIC received a retainer in the amount of
$150,000.
Mr. Luria 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 at:
Neil F. Luria
SOLIC Capital Advisors, LLC
425 West New England Avenue, Suite 300
Winter Park, FL 32789
Phone: (847) 583-1618
Email: info@soliccapital.com
About Pottsville Operations LLC
Pottsville Operations LLC and its affiliates own and operates six
skilled nursing facilities in Pennsylvania. Collectively,
Pottsville has 925 beds across the six facilities, and 759
residents currently at the Facilities as of the Petition Date.
Pottsville acquired the facilities in May of 2021.
Pottsville Operations LLC and its 10 affiliates sought relief under
sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
W.D. Pa. Lead Case No. 24-70418) on Oct. 15, 2024. In the petition
signed by Neil Luria, as chief restructuring officer, Pottsville
reports estimated assets between $1 million and $10 million and
estimated liabilities between $10 million and $50 million.
Bankruptcy Judge Jeffery A Deller handles the cases.
The Debtors tapped BAKER & HOSTETLER LLP as general bankruptcy
counsel; and RAINES FELDMAN LITTRELL, LLP as local counsel. SOLIC
Capital Advisors LLC is serving as financial advisor, and Solic's
Neil Luria has been tapped as CRO of the Debtors. STRETTO, INC., is
the claims agent.
POTTSVILLE OPERATIONS: Taps Raines Feldman as Local Counsel
-----------------------------------------------------------
Pottsville Operations LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Western District of Pennsylvania to
hire Raines Feldman Littrell, LLP, as local counsel.
The firm's services include:
a) advising the Debtors with respect to their powers and
duties as debtors and debtors-in-possession in the continued
management and operation of their businesses and assisting the
Debtors and Lead Counsel in complying with the Local Rules and
other procedures of this Court;
b) assisting Lead Counsel in taking all necessary action to
protect and preserve the Debtors' estate, including the prosecution
of actions on their behalf, defense of any actions commenced
against the estate, and negotiations concerning all litigation in
which the Debtors may be involved, and any objections to claims
filed against the Debtors' estates;
c) to the extent requested, attending meetings and negotiating
with representatives of creditors and other parties in interest and
advising and consulting on the conduct of the Chapter 11 Cases,
including all of the legal and administrative requirements of
operating in chapter 11;
d) assisting Lead Counsel in preparing motions, applications,
answers, orders, reports, and other pleadings necessary to
administer the Debtors' estate and assist the Debtors with
operating in chapter 11;
e) appearing before this Court, appellate courts, and any
other courts to protect the interest of the Debtors' estate;
f) assisting Lead Counsel in preparing and negotiating on the
Debtors' behalf plan(s) of reorganization, disclosure statement(s),
sale of assets, and all related agreements and/or documents and
taking any necessary action on behalf of the Debtors to obtain
confirmation; and
g) performing all other services assigned by the Debtors, in
consultation with Lead Counsel, to Raines as co-counsel to the
Debtors, and to the extent Raines determines that such services
fall outside of the scope of services historically or generally
performed by the firm as co-counsel in a bankruptcy proceeding,
Raines will file a supplemental declaration pursuant to Bankruptcy
Rule 2014 and give parties in interest an opportunity to object.
Raines Feldman received a retainer in the amount of $50,000.
The firm will also seek reimbursement for reasonable and necessary
expenses incurred.
The following information is provided in response to the request
for additional information set forth in paragraph D.1. of the U.S.
Trustee Guidelines.
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No. The hourly rates set forth in the Engagement
Agreement are consistent with the rates that Raines charges other
comparable chapter 11 clients, and the rate structure provided by
Raines is appropriate and is not significantly different from: (a)
the rates that Raines charges in other non-bankruptcy
representations; or (b) the rates of other comparably skilled
professionals for similar engagements.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed post-petition, explain the
difference and the reasons for the difference.
Response: The billing rates and material financial terms for the
prepetition engagement are set forth in the Engagement Agreement.
Question: Has your client approved your prospective budget and
staffing plan, and if so for what budget period?
Response: The proposed budget for professional fees is set forth
in the budget that has been approved by the client and the Court in
connection with the Interim Order Granting Debtors' Emergency
Motion for Entry of Interim and Final Orders (I) Authorizing the
Debtors to Obtain Post-Petition Financing, (II) Authorizing the
Debtors to Use Cash Collateral, (III) Granting Liens and Providing
Superpriority Administrative Expense Status, (IV) Approving
Adequate Protection, (V) Modifying the Automatic Stay, (VI)
Scheduling a Final Hearing, and (VII) Granting Related Relief [Doc.
No. 71] (the "Interim DIP Order").
As disclosed in the court filing, Raines and its partners, counsel,
or associates are "disinterested persons" within the meaning of
Bankruptcy Code section 101(14); and do not hold or represent any
interest adverse to the Debtors' estate.
The firm can be reached through:
Mark A. Lindsay, Esq.
Daniel R. Schimizzi, Esq.
Harry A. Readshaw, Esq.
Jordan N. Kelly, Esq.
Sarah E. Wenrich, Esq.
RAINES FELDMAN LITTRELL, LLP
11 Stanwix Street, Suite 1100
Pittsburgh, PA 15222
Telephone: (412) 899-6462
Email: mlindsay@raineslaw.com
dschimizzi@raineslaw.com
hreadshaw@raineslaw.com
jkelly@raineslaw.com
swenrich@raineslaw.com
About Pottsville Operations LLC
Pottsville Operations LLC and its affiliates own and operates six
skilled nursing facilities in Pennsylvania. Collectively,
Pottsville has 925 beds across the six facilities, and 759
residents currently at the Facilities as of the Petition Date.
Pottsville acquired the facilities in May of 2021.
Pottsville Operations LLC and its 10 affiliates sought relief under
sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
W.D. Pa. Lead Case No. 24-70418) on Oct. 15, 2024. In the petition
signed by Neil Luria, as chief restructuring officer, Pottsville
reports estimated assets between $1 million and $10 million and
estimated liabilities between $10 million and $50 million.
Bankruptcy Judge Jeffery A Deller handles the cases.
The Debtors tapped BAKER & HOSTETLER LLP as general bankruptcy
counsel; and RAINES FELDMAN LITTRELL, LLP as local counsel. SOLIC
Capital Advisors LLC is serving as financial advisor, and Solic's
Neil Luria has been tapped as CRO of the Debtors. STRETTO, INC., is
the claims agent.
PRAIRIE KNOLLS: Trustee Hires M. Shapiro Management as Manager
--------------------------------------------------------------
John Bircher III, the trustee appointed in the Chapter 11 cases of
Prairie Knolls MHP, LLC and its affiliates, seeks approval from the
U.S. Bankruptcy Court for the Eastern District of North Carolina to
employ M. Shapiro Management Company, LLC as property manager.
The firm's services include:
(a) supervise and direct the management and operation of the
property on behalf of the trustee and for his account.
(b) negotiate and enter into service contracts in the name of
owner required in the ordinary course of business in operating the
property;
(c) maintain and supervise and direct the maintenance of
complete financial books and records relating to the operation of
the property pursuant to Article 9 thereof;
(d) collect for the account of trustee all rentals, receipts,
and any and all other charges and/or income accruing to trustee
from the property during the term of this agreement;
(e) keep the property and all parts thereof in good order,
repair, and condition and the property shall be maintained as a
mobile home park as manager, usually maintains similar mobile home
parks. Manager shall have the right to (a) operate, manage,
maintain, and improve the property;
(f) manager shall duly and punctually cause the property to
comply with all the obligatios of trustee/owner as the lessor under
nay leases with at the property, but solely on behalf of
trustee/owner and at trustee/owner's sole expense;
(g) operate and maintain the property to comply with and abide
by all statues, laws, rules, regulations, requirements, orders,
notices, determinations, and ordinances of all applicable federal
state, and local government authorities, departments, commissions,
or borads having jurisdiction over the property or any part
thereof;
(h) arrange for such contracts to the extent that such
contracts are not in place of electricity, gas, fuel, water, sewer,
telephone, rubbish removal, and other like utility services for the
property as manager shall deem advisable; provided; however, that
all such utility services shall be in name of the owner;
(i) take all necessary steps to prevent the creation of, and
to remove, any claim of lien, encumbrance, or security interests
whih attaches to the property or any part thereof if such claim of
lien, encumbrance, or security interest has been asserted without
the trustee's consent, unless trustee shall notify manager in
writing that trustee does not wish to contest such claims of lien,
encumbrance, or security interest; and
(j) manager shall disburse and pay, or cause to be disbursed
and paid, on behalf of and in the name of owner and/or manager, in
such amounts and at such times as the same are required to be paid
in connection with the ownership, maintenance, and operation of the
property.
The manager shall be paid and reimbursed as follows:
1. A management fee of $3,500 per month per property or 5
percent of the gross revenues collected per month, whichever is
greater;
2. A set-up/transition fee equal of 1 month management fees;
3. A close-out/disposition fee equal of 1 month, upon sale of
the property and/or the transition of management of the property;
4. A 5 percent construction management fee for all projects
not related to home installation or preparation exceeding $10,000
in cost in aggregate;
5. No fee for senior management presence on-site;
6. No hourly fee for report preparation or accounting, except
that should trustee or other parties require a set of books be kept
for the accounting of home entity activity separate that of the per
property books and records, an additional fee of $1,500 per book
shall apply;
7. A fee of $1,000 per unit for (a) each manufactured home
unit that is currently located on the Property that is requiring
significant work (beyond sales cleaning and repair of normal wear
and tear) prior to sale or lease and is subsequently made
marketable;
8. A fee of $1,000 per unit for (a) each manufactured home
unit that is currently located on the Property that is either
rented or sold to a third party and thereafter occupied, and (b)
each manufactured home unit that is not currently located on the
property that is hereafter relocated onto the property and
thereafter occupied.
Mark Kassab, senior vice president at M. Shapiro Management
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:
Mark Kassab
M. Shapiro Management Company LLC
31550 Northwestern Highway Suite 220
Farmington Hills, MI 48334
Telephone: (248) 865-0066
Email: mkassab@mshapirorealestate.com
About Prairie Knolls MHP
Prairie Knolls MHP, LLC is a company that owns and operates a
mobile home park. It provides residential spaces for mobile homes,
offering community living environments for individuals and
families.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-03432) on Sept. 20,
2024, with $10 million to $50 million in both assets and
liabilities. The petition was signed by Neil Carmichael Bender, II
as manager.
Judge Pamela W. McAfee oversees the case.
The Debtor is represented by Bradley S. Shraiberg, Esq. at
Shraiberg Page P.A.
PRAIRIE KNOLLS: Trustee Taps Country Boys Auction as Auctioneer
---------------------------------------------------------------
John C. Bircher III, Trustee of Prairie Knolls MHP, LLC, seeks
approval from the U.S. Bankruptcy Court for the Eastern District of
North Carolina to hire Country Boys Auction & Realty Co., Inc. as
his auctioneer.
The auctioneer's services include:
a. preparing and conducting an inventory of the property to be
sold and reporting the results to the Trustee;
b. advising the Trustee of the security of the location of the
assets and of any need for special handling, including securing and
changing of locks as needed;
c. assisting the Trustee in establishing a location for the
sale and any presale storage;
d. assembling assets to be sold, including cleaning, tagging,
sorting, and grouping and set up of assets to be sold;
e. providing and posting of signs;
f. creation and distribution of sale brochures, including any
postage expenses;
g. providing all advertising text;
h. providing for a registrar/cashier at sale;
i. registration of bidders by name, address, and bidder
number;
j. conducting sale and collection of auction proceeds, and
providing for security and site restoration;
k. providing the Trustee with a sale report, including bid
sheets of items sold, a copy of bidder registration, and accounting
of receipts, a written copy of all pre-sale announcements, and
copies of all ads and brochures used with the sale; and
l. providing any other liquidation services for the Trustee as
may be necessary for an orderly and complete liquidation.
The firm will be paid at these rates:
-- For real properties, the firm will be paid a commission of 10
percent of the first $25,000; and 6 percent of balance;
-- For personal properties, the firm will be paid a commission
of 20 percent on the first $20,000; 10 percent on the next $50,000;
and 8 percent of balance.
Additionally, the auctioneer shall be entitled to receive an
additional fee of 5 percent of the successful bid, up to maximum
amount of $1,000.
Mike Gurkins, a partner at Country Boys Auction & Realty, 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:
Mike Gurkins
Country Boys Auction & Realty, Inc.
1211 West Fifth Street
Washington, NC 27889
Tel: (252) 946-6007
About Prairie Knolls MHP
Prairie Knolls MHP, LLC is a company that owns and operates a
mobile home park. It provides residential spaces for mobile homes,
offering community living environments for individuals and
families.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-03432) with $10
million to $50 million in both assets and liabilities. The petition
was signed by Neil Carmichael Bender, II as manager.
Judge Pamela W. Mcafee oversees the case.
The Debtor is represented by Bradley S. Shraiberg, Esq. at
Shraiberg Page P.A.
PRESERVE AT FOX: Hires Richard B. Rosenblatt as Bankruptcy Counsel
------------------------------------------------------------------
Preserve at Fox Gap, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Maryland to employ the Law Offices of
Richard B. Rosenblatt, PC as counsel.
The firm will render these services:
(a) give the Debtor legal advice with respect to its powers
and duties;
(b) prepare, as necessary, legal papers filed by the Debtor;
(c) prepare a Disclosure Statement and Plan of Reorganization;
and
(d) perform all other legal services for the Debtor which may
be necessary herein.
The firm will be paid at these hourly rates:
Richard Rosenblatt, Attorney $400
Linda Dorney, Attorney $450
Other Attorneys $350
Paralegal $200
The firm received a retainer of $10,000 plus filing fee of $1,738.
Mr. Rosenblatt 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:
Richard B. Rosenblatt, Esq.
The Law Offices of Richard B. Rosenblatt, P.C.
30 Courthouse Square, Suite 302
Rockville, MD 20850
Telephone: (301) 838-0098
Email: rrosenblatt@rosenblatt.com
About Preserve at Fox Gap
Preserve at Fox Gap, LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 24-19330) on Nov. 4, 2024,
listing up to $10 million in assets and up to $50 million in
liabilities.
The Law Offices of Richard B. Rosenblatt, P.C. serves as the
Debtor's counsel.
PRIMO WATER: Moody's Assigns 'B1' CFR Following BlueTriton Deal
---------------------------------------------------------------
Moody's Ratings assigned Primo Water Holdings Inc. (Primo Water) a
B1 Corporate Family Rating, a B1-PD Probability of Default Rating
and SGL-1 Speculative Grade Liquidity Rating (SGL).
Additionally, Moody's confirmed Primo Water's B1 rating on the
existing backed senior unsecured notes, with a stable outlook.
Moody's withdrew the B1 CFR and B1-PD PDR of Primo Water
Corporation (Primo), the parent of Primo Water Holdings Inc. prior
to the merger. Previously, the rating was on review for downgrade.
The outlook for Primo was changed to ratings withdrawn from ratings
under review and the SGL-1 rating was withdrawn. The rating actions
conclude the review for downgrade initiated on June 17, 2024.
On November 8, 2024, Primo merged with BlueTriton Brands Inc.
(BlueTriton) via an all-stock merger into a newly created entity
called Primo Brands Corporation (Primo Brands). Following the
merger, Primo Brand's shareholders now own approximately 43% of the
diluted shares of Primo Brands with the majority 57% owned by
BlueTriton's private equity (PE) partners, One Rock Capital
Partners and Metropoulos & Co. The debt structures for both Primo
Water and BlueTriton's remains in place and separate under their
existing terms and with no cross guarantees between the two
borrowing groups.
The confirmation of Primo Water's ratings reflects Primo Water's
good business profile, good free cash flow and leverage that
Moody's anticipate will remain within Moody's expectation for the
ratings. BlueTriton's growing revenue and earnings are also
contributing to declining leverage at that entity that creates less
potential pressure to extract cash from Primo Water and utilize
Primo Water's balance sheet to support BlueTriton's debt structure
and the potential dividend of a combined company. While
BlueTriton's private equity owners will hold 57% of the economic
interest in the combined company, they are entitled to appoint only
seven of the 15 board members. Primo's former shareholders are also
entitled to appoint seven directors with the remaining director
appointed by mutual agreement of BlueTriton and Primo shareholders.
Further, management has communicated that they plan to target a
range of 2.0x-2.5x net debt-to-EBITDA leverage (based on the
company's calculation) for the merged company (3.0x estimated by
company at close). Moody's believe these factors will likely result
in a balanced financial policy overall and declining consolidated
leverage over time with limited risk of a meaningful increase in
leverage at Primo Water Holdings Inc. The confirmation also
reflects Primo Water Holdings Inc.'s current leading positions
within home and office water markets, good business diversity with
focus on filtration, refill and home delivery, and the continued
increasing demand for clean water.
The plan to maintain separate initial capital structures creates
potential operational complexities that could inhibit efficiency
and synergy realization. Moody's nevertheless believe management is
incentivized to minimize operational disruptions at both Primo
Water and BlueTriton and maximize value from the combined entities.
The companies may decide to collapse the debt capital structures
over time if market conditions make it more attractive to refinance
the debt.
Primo Water's merger with BlueTriton brings under one parent
company operations with greater scale and diversity than Primo
Water's stand-alone business by adding single-serve water offerings
to its existing water delivery business. The acquisition also
brings a portfolio of iconic brands, while allowing the company to
benefit from Primo Water's large water delivery customer
relationships.
Offsetting some of these benefits is that the merger brings a
commodity-oriented single-use plastic bottled water business that
participates in a highly competitive market with larger players.
BlueTriton also faces some long-term volume pressure in part
related to environmental concerns of pollution from plastic use.
Also reflected in the ratings are risks Primo Water faces as it
integrates the two businesses with a goal of extracting
approximately $200 million of synergies. Although Primo Water and
BlueTriton will not cross guarantee each other's debt, the merger
will result in total debt and leverage for the combined
organization that is higher than Primo Water has on a stand-alone
basis. This creates some potential for incremental cash leakage
from Primo Water to support the combined company dividend and
BlueTriton's more heavily leveraged balance sheet. On a combined
basis, Moody's estimate that Primo Brands will have consolidated
debt to EBITDA leverage of 4.1x (pro forma as of September 2024
including the debt and operations of Primo Water and Blue Triton)
compared to 3.5x for Primo Water stand-alone prior to the merger as
of September 30, 2024. Additionally, there is event risk relating
to potential leveraging actions to facilitate the exit of
BlueTriton's shareholders, though Moody's also view secondary
offerings after applicable lock-up periods as a potential
strategy.
Moody's expect the combined company, Primo Brands, will generate
free cash flow of approximately $375 million to $400 million over
the next 12 months assuming a continuation of a $0.09 quarterly
cash dividend, which should be more than sufficient to support
investment across its businesses. Moody's further expect that
combined debt-to-EBITDA leverage will decline to around 3.75x over
the next year primarily from EBITDA growth.
The SGL-1 speculative grade liquidity rating reflects Primo Water's
sizable cash balance exceeding $500 million as of September 30,
2024, good free cash flow and absence of meaningful maturities over
the next 12 months. Primo Water's cash balance factors in the $133
million special dividend paid to shareholders concurrent with the
BlueTriton merger and was bolstered by the sale of most of its
international operations to Culligan at the end of 2023. Primo
Water also has an undrawn $350 million revolver that expires
September 30, 2026 and provides additional liquidity.
Moody's withdrew the CFR, PDR and outlook for Primo Water
Corporation as this entity no longer exists following the closing
of the transaction described above. Moody's assigned the CFR, PDR
and speculative grade liquidity rating to the debt issuer, Primo
Water Holdings Inc.
RATINGS RATIONALE
Primo Water's current B1 CFR reflects its leading positions in the
home and office water delivery (HOD) business primarily in North
America. Primo Water also has some business diversity through its
growing filtration services business and indirectly benefits from
common ownership of the BlueTriton single-serve water business. The
company benefits from positive industry dynamics due to consumers
seeking alternative sources for clean water due to the aging
infrastructure that delivers municipal water. Primo Water's credit
profile is constrained by its common ownership with BlueTriton that
is focused on more commodity-like single use bottled waters and is
higher leveraged on an individual basis. Primo Water also has some
risk of volatility both from economic downturns, which can pressure
profitability in the HOD water services business, and fluctuations
in fuel prices, although this is somewhat mitigated through energy
surcharges and delivery fees charged to customers. Primo Water's
credit profile is also restricted by high leverage and private
equity (PE) majority ownership, which Moody's view as a governance
risk and creating event risk to facilitate the exit of the private
equity firms. However, the initial board is comprised of seven
directors appointed by Primo Water's former shareholders, seven
directors appointed by BlueTriton's former shareholders, and one
mutually agreed upon director. Moody's expect the company to
continue to grow its businesses through further tuck-in
acquisitions, though will likely be tampered over the next year as
the company looks to integrate the two businesses. The company is
targeting a 2.0x-2.5x net debt-to-EBITDA leverage target (based on
the company's calculation) for the combined Primo Water-BlueTriton
entity that implies a focus on reducing leverage from the initial
3.0x pro forma level. The quarterly dividend strategy of Primo
Brands is not fully clear though Moody's anticipate in the ratings
that any dividend declared by the new board would be set at a level
that is manageable based on the combined cash generation of Primo
Water and BlueTriton.
The stable outlook reflects Moody's assumption that Primo Water's
revenue and earnings will continue to grow and that efforts to
realize the synergies from the BlueTriton merger will not
materially disrupt Primo Water's operations or cash flow. Moody's
also anticipate in the stable outlook that Primo Water will keep
debt/EBITDA at or below 4.0x over the next 12-18 months, maintain
very good liquidity and a strong margin profile. Moody's also
expect that Primo Water will generate at least $100 million of free
cash flow and that free cash flow when consolidated with BlueTriton
will exceed $300 million.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if there is greater clarity on the
makeup of a potential combined Primo Water-BlueTriton debt
structure. Consistent organic revenue growth with a stable to
higher margin, and good realization of planned merger synergies
without disrupting operations at Primo Water and BlueTriton would
also be necessary for an upgrade. The company would also need to
sustain debt to EBITDA leverage below 3.5x, generate strong and
consistent free cash flow and maintain good liquidity to be
upgraded.
The ratings could be downgraded for Primo Water's existing debt if
the merger with BlueTriton leads to operational disruptions or a
shift in assets outside the Primo Water restricted group,
profitability weakens due to volume declines or margin contraction,
free cash flow is low, liquidity weakens or debt to EBITDA exceeds
5.5x.
Primo Water Holdings Inc., based in Tampa, Florida, is a leading
provider of home office delivery water services and other pure play
water solutions such as the water dispenser, exchange, and refill
categories. The company primarily operates in the US and Canada.
Primo Water's brands include Primo Water(R), Mountain Valley(R),
Crystal Springs(R), Sparkletts(R) and Alhambra(R), amongst others.
In November 2024, the company merged with BlueTriton Brands Inc.
(BlueTriton) under a new holding company, Primo Brands Corporation,
but Primo Water and BlueTriton maintain separate debt structures.
BlueTriton produces and sells regional spring water and purified
national water brands, through retail sales channels and through
its ReadyRefresh(R) direct-to-consumer and office delivery
services. BlueTriton's key retail brands include Arrowhead(R), Deer
Park(R), Ice Mountain(R), Ozarka(R), Poland Spring(R),
Zephyrhills(R), Pure Life(R), Saratoga, and Splash. Primo Brands
Corporation is publicly traded on the NYSE under ticker "PRMB".
Standalone Primo Water related-revenue was $1.9 billion for the
last 12 month (LTM) period ending September 28, 2024. Pro-forma
combined revenue -Primo plus BlueTriton- was approximately $6.7
billion for the 12 months ended September 2024.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
PROJECT ALPHA: Moody's Alters Outlook on 'B2' CFR to Negative
-------------------------------------------------------------
Moody's Ratings affirmed Project Alpha Intermediate Holding, Inc.'s
(Qlik) corporate family rating of B2 and probability of default
rating of B2-PD. Concurrently, Moody's upgraded the company's
existing backed senior secured 1st lien bank credit facility rating
(including the upsized term loan) to B1 from B2. Moody's also
assigned a Caa1 rating to the company's proposed backed senior
secured 2nd lien term loan. The outlook was changed to negative
from stable.
Qlik is raising $1,095 million of incremental first lien term debt
and $605 million of second lien term debt, in combination with cash
from its balance sheet and equity from the sponsor and minority
co-invest partners, to fund a distribution to equity holders via a
recapitalization of the company. Thoma Bravo will remain the
majority shareholder. Moody's view this transaction as credit
negative due to its impact on financial leverage and dilution of
FCF/debt, resulting in a decreased ability to repay obligations.
The change in outlook to negative from stable reflects the increase
in leverage caused by the recapitalization transaction. September
2024 LTM adjusted leverage increases to the mid 7x range pro forma
for this transaction from the mid 4x range (inclusive of Moody's
standard adjustments as well as addbacks for foreign exchange
gains/losses, purchase price accounting, and
transaction/restructuring-related costs). With good growth and
execution of operating goals, the company can delever to under 7x,
or toward 6x when adding back estimated change in deferred revenue.
The negative outlook reflects the risks to achieving this
deleveraging, including execution risk to upsell/cross sell, margin
impact of potential cloud infrastructure investments as the company
expands its SaaS business, and potential for further leveraging
transactions. The increased debt and interest burden apply pressure
to cash generation, and Moody's now expect the company to generate
mid-single digit percent annual FCF/Debt in 2026.
RATINGS RATIONALE
The B2 CFR reflects the company's high financial leverage, narrow
scope of products within the competitive business intelligence and
analytics (BIA) as well as data integration markets, and challenges
of converting existing perpetual license users to subscription
licenses. Qlik competes against large and well capitalized firms
with superior distribution and bundling capabilities including
Microsoft, SAP, and Salesforce (Tableau). Moody's expect that Qlik
will continue to deploy aggressive financial policies as a private,
controlled company.
Qlik benefits from an increasingly recurring revenue profile and
good geographic diversity. The company's solutions are consistently
regarded as a leader in the BIA market, which partially mitigates
the intense competitive pressures of the industry. With the Talend
acquisition in 2023, Qlik's scale and data integration capabilities
have also improved.
Qlik has good liquidity. Qlik has historically generated
consistently positive FCF, which Moody's expect to continue in 2024
after the successful integration of Talend (excluding the impacts
of the current transaction). Following this transaction, Qlik will
have roughly $125 million cash and full revolver availability.
Moody's do not expect the company to keep cash above $200 million
for an extended period of time as excess cash will likely be used
for reinvestment into the company and M&A activity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Qlik's ratings could be upgraded if the company builds a track
record of conservative financial policies, sustains debt/ EBITDA
below 5x, and FCF/debt approaches 10%.
Qlik's ratings could be downgraded should the company's operating
performance weaken such that debt/ EBITDA remains above 6.5x or
FCF/debt is sustained below the mid-single digit range. In
addition, Qlik could face ratings pressure if liquidity
deteriorates or the company engages in actions characterized by a
significantly aggressive financial policy.
The principal methodology used in these ratings was Software
published in June 2022.
Qlik is a provider of business intelligence and data analytics
solutions to over 30,000 unique customers worldwide (inclusive of
Talend). The Company's software products help users integrate and
harmonize disparate data streams to improve analysis across
different groups and lines of business within an organization. The
solutions are delivered on-premise via term licenses or through the
cloud as a Software-as-a-Service (SaaS) solution. Qlik is wholly
owned by private equity firm Thoma Bravo following the take-private
LBO in August 2016.
QLIK PARENT: Fitch Lowers LongTerm IDR to 'B', Outlook Stable
-------------------------------------------------------------
Fitch Ratings has downgraded Qlik Parent, Inc. and Project Alpha
Intermediate Holdings, Inc.'s (collectively dba Qlik Technologies)
Long-Term Issuer Default Rating (IDR) to 'B' from 'B+'. The Rating
Outlook is Stable.
Fitch has also downgraded Qlik's upsized $300 million secured
revolving credit facility (RCF) and upsized $3.483 billion
first-lien secured term loan to 'BB' with a Recovery Rating of
'RR1' from 'BB+'/'RR1'. Fitch has also assigned a 'CCC+'/'RR6'
rating to the new $605 million second-lien secured term loan. The
proceeds will be used to pay dividends to existing equity owners.
Project Alpha Intermediate Holdings, Inc. is the issuer of debt.
The downgrade reflects the proposed leveraging transaction, which
will keep Qlik's Fitch-adjusted EBITDA leverage above 5.5x through
2027, aligning with a 'B' rating. In Fitch's view, Qlik's private
equity ownership and growth strategy, including tuck-in
acquisitions, may limit deleveraging despite the strong projected
FCF generation.
Key Rating Drivers
Elevated Financial Leverage: Fitch estimates Fitch-adjusted gross
leverage to remain above 5.5x through the rating horizon. Given the
private equity ownership that is likely to prioritize growth and
ROE, Fitch believes accelerated debt repayment is unlikely despite
the strong FCF generation. Fitch expects capital to be used for
acquisitions to accelerate growth or for dividends to equity owners
with financial leverage remaining at elevated levels.
Industry Tailwind Supports Growth: Qlik's products address
enterprise customers' needs to analyze large amounts of real-time
operational data and convert to actionable business intelligence.
The increasing digitalization of workflow across all industries
generates exponential growth in amount of operational data that
requires analytics and visualization tools that offer various
insights. Data analysis and data visualization tools that provide
real-time insights could provide customers with actionable business
intelligence that improves operating performance.
High Levels of Revenue Retention: The company has undergone a
transition from perpetual license to subscription revenue
structure, resulting in greater operating visibility. Subscription
revenue contribution increased to over 70% of total revenue in 2023
and over 75% in 1Q 2024, up from approximately 30% in 2020.
Aggregated with maintenance revenue, recurring revenue represented
over 90% of total revenue since 2021. Gross retention rate of over
90% and net retention rate of over 100% provide significant
visibility into future revenue streams. Through the revenue
structure transition, Qlik has consistently grown its ARR
reflective of a growing recurring revenue base.
Significant Customer Diversification: Qlik has a highly diversified
customer base of over 30,000 that spans industry verticals
including pharmaceutical, utilities, financial services, retail,
manufacturing and healthcare. Fitch estimates approximately 60% of
revenue is derived from enterprise customers. The diverse customer
base effectively minimizes idiosyncratic risks that are associated
with individual industry verticals and should reduce revenue
volatility for Qlik.
Forex Exposure: Approximately 55% of Qlik's revenue is derived from
non-U.S. dollars. This exposes the company to forex fluctuations,
as demonstrated in 2022. While the company has been able to adjust
local currency pricing in response to forex fluctuations,
short-term impact in a rapidly changing forex environment should be
expected. In Fitch's view, the 2022 operating weakness was the
result of a combination of revenue model transition and a strong
U.S. dollar. The company has since expanded EBITDA margins above
historical levels.
Technology Disruption Risk: While Qlik's product portfolio
encompasses the entire data lifecycle within its customers'
operating environments, the increasing maturity of generative
artificial intelligence (AI) could pose potential risk to Qlik's
product offerings. However, as Qlik's products are integrated
within customers' operating workflows, replacing Qlik with AI may
involve significant switching cost. In Fitch's view, such risk may
be low in the foreseeable future.
M&A Central to Product Strategy: Qlik made a number of acquisitions
in its effort to expand its technology and product platform. These
acquisitions included Podium Data, Attunity, Crunch Data, RoxAI,
Knarr, Blendr.io, NodeGraph, Big Squid, Talend, Mozaic Data, and
Kyndi. As of Q3 2024, the company has successfully executed on
synergies that followed the Talend acquisition. Fitch believes M&A
remains a central growth strategy to acquire new technologies.
Derivation Summary
Qlik is a leader in the niche market of mission-critical software
solutions that provide enterprises with data solutions that
encompass the full range of data lifecycle. Product coverage
includes data aggregation, data analysis, data visualization and
automated response. Product implementation typically involves deep
integration within the customers' workflows. This results in a
highly sticky customer base due to high switching costs. Qlik's
recurring revenue represents over 90% of total revenue and net
retention rates have sustained over 100% in recent years. It serves
over 30,000 customers in over 100 countries with no meaningful
customer concentration.
The Business Intelligence & Analytic Tools market and the Analytic
Data Management & Integration Platforms market are projected to
grow in the high single-digits CAGR. Qlik's strong position within
the niche market that extends to include data, insights, and
automation should enable the company to maintain growth that is
consistent with industry growth. Offsetting the secular growth
trajectory, Qlik's global nature of revenue generation exposes its
operating performance to forex fluctuations. However, such impact
tends to be short term as the company has the capacity to adjust
local currency pricing in response.
Qlik's operating environment, market position, recurring revenue,
revenue retention and financial structure are consistent with other
'B' rated software peers including Ivanti Software (B/Stable) and
Imprivata (B/Stable). Qlik's financial structure is more aggressive
than 'B+' enterprise software peers including Qualtrics (B+/Stable)
and ConnectWise (B+/Stable).
Key Assumptions
- Organic revenue growth in the low to mid-single digits;
- Fitch-adjusted EBITDA margins expand to the low 40%s;
- Capex intensity less than 1% of revenue;
- Debt repayment limited to mandatory amortization;
- Aggregate acquisitions of $300 million through 2027;
- No dividend payments from 2025 through 2027.
Recovery Analysis
KEY RECOVERY RATING ASSUMPTIONS
- The recovery analysis assumes that Qlik would be recognized as a
going concern in bankruptcy rather than liquidated;
- Fitch has assumed a 10% administrative claim.
Going Concern (GC) Approach
- Fitch assumed a distress scenario where capital misallocation
results in unsustainable capital structure. This could be a result
of significant increase in debt for M&A or dividends;
- In such an event, Fitch expects Qlik's highly recurring revenue
base and profitability to only suffer manageable degradation due to
the products' deep integration within its customers' operations.
Fitch assumes due to competitive pressures, revenue suffers a 10%
reduction resulting in a GC EBITDA of $550 million, approximately
4% lower than the 2024 and 12% lower than the 2025 forecast
Fitch-adjusted EBITDA;
- Fitch assumes that Qlik will receive going concern recovery
multiple of 7.0x. The estimate considers several factors, including
the highly recurring nature of the revenue, the high customer
retention, the secular growth drivers for the sector, the company's
strong FCF generation and the competitive dynamics. The Enterprise
Value (EV) multiple is supported by:
- The historical bankruptcy case study exit multiples for
technology peer companies ranged from 2.6x to 10.8x;
- Of these companies, five were in the Software sector: Allen
Systems Group, Inc. at 8.4x, Avaya, Inc. at 7.5x in 2023 and 8.1x
in 2017, Aspect Software Parent, Inc. at 5.5x, Sungard Availability
Services Capital, Inc. at 4.6x, and Riverbed Technology Software at
8.3x;
- The highly recurring nature of Qlik's revenue and mission
critical nature of the product support the high end of the range;
- Fitch arrived at an EV of $3.85 billion. After applying the 10%
administrative claim, adjusted EV of $3.47 billion is available for
claims by creditors;
- The recovery analysis results in first lien recovery of 92%
'BB'/'RR1' and second lien recovery of 0% 'CCC+'/'RR6'.
RATING SENSITIVITIES
Factors That Could, Individually or Collectively, Lead to a
Positive Rating Action/Upgrade
- Fitch's expectation of Fitch-adjusted EBITDA leverage sustaining
below 5.5x;
- (CFO-capex)/debt ratio sustaining above 7%;
- Organic revenue growth sustaining above the high single digits.
Factors That Could Individually or Collectively, Lead to a Negative
Rating Action/Downgrade
- Fitch's expectation of Fitch-adjusted EBITDA leverage sustaining
above 7.5x;
- (CFO-capex)/debt ratio sustaining below 3%;
- Organic revenue growth sustaining near or below 0%.
Liquidity and Debt Structure
Adequate Liquidity: The company's liquidity is projected to be
ample, supported by its FCF generation and an undrawn RCF at end of
2Q 2024, and readily available cash and cash equivalents. Fitch
forecasts Qlik's normalized FCF margins to remain above 10%
supported by Fitch-adjusted EBITDA margins expanding to the near
40% range.
Debt Structure: Pro forma for the proposed transaction, Qlik's debt
consists of a first-lien $3.5 billion term loan (2030 maturity), a
second-lien $605 million term loan (2032 maturity) and an undrawn
$300 million first-lien secured revolver (2028 maturity). Given the
recurring nature of the business and ample liquidity, Fitch
believes Qlik will be able to make its required debt payments.
Issuer Profile
Qlik Technologies is a data lifecycle solutions platform for data
aggregation, analytics, visualization and automation, serving over
30,000 customers in 100-plus countries. Its products provide
real-time actionable business intelligence to users by aggregating
organizational data.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Qlik Parent, Inc. LT IDR B Downgrade B+
Project Alpha
Intermediate
Holding, Inc. LT IDR B Downgrade B+
senior secured LT BB Downgrade RR1 BB+
Senior Secured
2nd Lien LT CCC+ New Rating RR6
R. RIVETER: Seeks to Tap Pashman Stein Walder Hayden as Counsel
---------------------------------------------------------------
R. Riveter LLC seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to employ Pashman Stein Walder Hayden, PC
as bankruptcy counsel.
The firm's services include:
(a) perform all necessary services as the Debtor's bankruptcy
counsel;
(b) take all necessary actions to protect and preserve the
Debtor's estate during this Chapter 11 case;
(c) prepare or coordinate preparation on behalf of the Debtor
any necessary legal papers in connection with the administration of
this Chapter 11 case;
(d) counsel the Debtor with regard to its rights and
obligations;
(e) coordinate with the Debtor's other professionals in
representing it in connection with this Chapter 11 case; and
(f) perform all other necessary or requested legal services.
The firm's hourly rates are as follows:
Partners $560 - $900
Of Counsel $520 - $800
Special Counsel $700
Counsel $405 - $655
Associates $360 - $520
Paraprofessionals $340 - $360
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, the firm received a total retainer
payment of $75,000.
Joseph Barsalona II, Esq., a partner at Pashman Stein Walder
Hayden, 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:
Joseph Barsalona II, Esq.
Pashman Stein Walder Hayden, P.C.
21 Main St., Ste. 200
Hackensack, NJ 07601
Telephone: (201) 488-8200
About R. Riveter LLC
R. Riveter LLC sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 24-12378) on October 20, 2024, listing up to $1
million in assets and up to $10 million in liabilities.
Judge Thomas M. Horan oversees the case.
Joseph Barsalona II, Esq., at Pashman Stein Walder Hayden, P.C.
serves as the Debtor's counsel.
RAGING BULL: Unsecureds Will Get 100% in Trustee's Plan
-------------------------------------------------------
Jacqueline Calderin, in her capacity as Chapter 11 trustee for
Raging Bull Investments Limited, filed with the U.S. Bankruptcy
Court for the Southern District of Florida a Disclosure Statement
in support of Plan of Liquidation dated October 1, 2024.
The Plan classifies Claims and Equity Interests in various Classes
according to their right to priority of payments as provided in the
Bankruptcy Code. The Plan provides the treatment of each Class
under the Plan.
Class 2 consists of Allowed General Unsecured Claims. As soon as
practicable on or after the Effective Date, after payment in full
of Class 1 Claims and setting aside of the Disputed Claim Reserve
and the Liquidation Cost Reserve, the Disbursing Agent shall make
pro rata distributions from available cash to pay 100% of all
Allowed General Unsecured Claims (except that the Debtor Insider
Parties Unsecured Claims shall not participate in the distribution
to Class 3. Class 2 is not Impaired and not entitled to vote.
Class 3 consists of Allowed Insider Administrative Claims. As soon
as practicable on or after the Effective Date, after payment in
full of Class 2 Claims and setting aside of the Disputed Claim
Reserve and the Liquidation Cost Reserve, Allowed Insider
Administrative Claims will be equalized pursuant to the schedule.
Class 3 is not Impaired and not entitled to vote.
Class 4 consists of Allowed Debtor Insider Parties Unsecured
Claims. As soon as practicable on or after the Effective Date,
after payment in full of Class 3 Claims, and setting aside of the
Disputed Claim Reserve and the Liquidation Cost Reserve, Class 4
Claims will be equalized pursuant to the schedule. Class 4 is not
Impaired and not entitled to vote.
Class 5 consists of Equity Interests of the Debtor. On the
Effective Date, all equity interest in the Debtor shall be
cancelled and Class 5 shall not be entitled to receive any
distribution under the Plan. Class 5 is Impaired, presumed to
reject and not entitled to vote.
On the Effective Date, property of the Debtor not otherwise
disposed of under the Plan, shall vest with Disbursing Agent.
The Trustee shall disburse all sums collected since her appointment
as set forth in the Plan. As soon as practicable on or after the
Effective Date, and as consideration for payment in full of all
Allowed Administrative Claims, Class 1 and Class 2 as well as the
treatment set forth in Classes 3 and 4, the estate's interest in
the EOG Lease shall be assigned and transferred, free and clear of
all liens, claims and encumbrances to the Debtor Insider Parties as
follows: 51% to Mark Croft and 49% to Maureen Croft.
On or prior to the Confirmation Date, the Trustee shall continue to
operate the Debtor's business and meet current operational
obligations in the ordinary course of business, including payments
related to preservation of the EOG Lease or ordered by the Court.
In addition, the Debtor shall continue to comply with the various
other Orders entered by the Bankruptcy Court during the course of
its Case.
A full-text copy of the Disclosure Statement dated October 1, 2024
is available at https://urlcurt.com/u?l=ERnG22 from
PacerMonitor.com at no charge.
Attorneys for Chapter 11 Trustee:
Jacqueline Calderin, Esq.
Agentis PLLC
45 Almeria Avenue
Coral Gables, FL 33134
Telephone: (305) 722-2002
Email: jc@agentislaw.com
About Raging Bull Investments Limited
Raging Bull Investments Limited is a limited partnership organized
under the laws of the State of Florida that owns a 1.5% working
interest in and to an oil & gas lease in Loving County, Texas.
Raging Bull Investments filed a petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-17916) on
Oct. 12, 2022. In the petition filed by Mark S. Croft, as manager
and partner, the Debtor reported assets between $500,000 and $1
million and liabilities between $10 million and $50 million.
The Debtor is represented by Craig I. Kelley, Esq., at Kelley,
Fulton & Kaplan, P.L.
RAINBOW PRODUCTION: Gets Approval to Tap Donlin as Claims Agent
---------------------------------------------------------------
Rainbow Production Services, LLC and its affiliates received
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Donlin, Recano & Company, Inc. as claims and
noticing agent.
Donlin will oversee the distribution of notices and will assist in
the maintenance, processing, and docketing of proofs of claim filed
in the Chapter 11 cases of the Debtors.
The firm will be paid at these hourly rates:
Senior Bankruptcy Consultant $167 - $192
Case Manager $145 - $158
Consultant/Analyst $119 - $141
Technology/Programming Consultant $81 - $115
Clerical $40 - $50
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, the firm received an advance payment of
$15,000 from the Debtors.
Lisa Terry, a member at Donlin, Recano & 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:
Lisa Terry
Donlin, Recano & Company, Inc.
P.O. Box 2053
New York, NY 10272
Telephone: (888) 629-2235
Email: thelimitedinfo@donlinerecano.com
About Rainbow Production Services
Rainbow Production Services, LLC and its affiliates sought Chapter
11 bankruptcy protection (Bankr. D. Del. Case No. 24-12564) on Nov.
4, 2024, listing up to $50 million in both assets and liabilities.
The Debtors tapped Bayard, PA and Levene, Neale, Bender, Yoo &
Golubchik LLP as counsel. Donlin, Recano & Company, Inc. is the
claims and noticing agent.
RANCHO FRESCO: Gets OK to Tap David Johnston as Bankruptcy Counsel
------------------------------------------------------------------
Rancho Fresco Modesto Inc. received approval from the U.S.
Bankruptcy Court for the Eastern District of California to employ
David C. Johnston, Esq., an attorney practicing in Modesto, Calif.,
as its legal counsel.
The attorney will render these services:
(a) give the Debtor legal advice about various bankruptcy
options;
(b) give the Debtor legal advice about its rights, powers, and
obligations in the Chapter 11 case and in the management of the
estate;
(c) take necessary action to enforce the automatic stay and to
oppose motions for relief from the automatic stay;
(d) take necessary action to recover and avoid any
preferential or fraudulent transfers and to exercise the Debtor's
strong-arm powers;
(e) appear with the Debtor's president at the meeting of
creditors, initial interview with the U.S. Trustee, status
conference, and other hearings held before the court;
(f) review and if necessary, object to proofs of claim; and
(g) prepare a plan of reorganization and a disclosure
statement (if required) and take all steps necessary to bring the
plan to confirmation, if possible.
Mr. Johnston will be paid at his hourly rate of $400.
He also received a retainer of $7,262 plus filing fee of $1,738
from the Debtor.
Mr. Johnston disclosed in a court filing that he is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The attorney can be reached at:
David C. Johnston, Esq.
1600 G. Street, Suite 102
Modesto, CA 95354
Telephone: (209) 579-1150
Facsimile: (209) 900-9199
Email: david@johnstonbusinesslaw.com
About Rancho Fresco Modesto
Rancho Fresco Modesto Inc. is a Mexican restaurant in Modesto,
Calif.
Rancho Fresco Modesto sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 24-90580)
on October 2, 2024, with assets of $100,000 to $500,000 and
liabilities of $1 million to $10 million. Ismael Covarrubias, Jr.,
president, signed the petition.
Judge Ronald H. Sargis oversees the case.
David C. Johnston, Esq., serves as the Debtor's counsel.
RE-TRON TECHNOLOGIES: Seeks to Hire Sean Raquet CPA as Accountant
-----------------------------------------------------------------
Re-Tron Technologies, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of New Jersey to employ Sean Raquet CPA, LLC
as accountant.
The firm will prepare the Debtor's monthly operating reports, cash
flow analyses, profit and loss statements or other financial
records required in the bankruptcy case.
The hourly rates of the firm's professionals are as follows:
Partners $375
Managers $275
Paraprofessionals $125
Sean Raquet, 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.
The firm can be reached through:
Sean Raquet CPA, LLC
108 High Street, Suite A
Hackettstown, NJ 07840
Telephone: (201) 919-1433
About Re-Tron Technologies
Re-Tron Technologies Inc. is an integrated energy system technology
company.
Re-Tron Technologies Inc. sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No.
24-19193) on Sept. 17, 2024. In the petition filed by Andrew
Latham, president, the Debtor reports total assets of $476,313 and
total liabilities of $2,319,994.
Judge Vincent F. Papalia oversees the case.
The Debtor tapped Forman Holt as counsel and Sean Raquet CPA, LLC
as accountant.
RESTAURANT LIFE: Hires Kelley Kronenberg as Special Counsel
-----------------------------------------------------------
Restaurant Life, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to employ Kelley Kronenberg,
P.A. as special counsel for labor and employment law issues.
The firm will be paid at these rates:
Partners $250 per hour
Associates $175 per hour
Paralegals $125 per hour
As disclosed in the court filings, Kelley Kronenberg is a
"disinterested person" within the meaning of 11 U.S.C. 101(14).
The firm can be reached through:
David S. Harvey, Esq.
Kelly Kronenberg, P.A
1511 N Westshore Blvd #400
Tampa, FL 33607
Tel: (813) 223-1697
About Restaurant Life
Restaurant Life, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-20485) on Oct. 8,
2024. In the petition signed by Grant Galuppi, manager, the Debtor
disclosed under $1 million in both assets and liabilities.
Judge Peter D. Russin oversees the case.
The Law Offices of Robert Reynolds, P.A. serves as the Debtor's
counsel.
ROLLING ACRES: Gets Interim OK to Use Cash Collateral Thru Nov. 30
------------------------------------------------------------------
Rolling Acres MHC, LLC received interim approval from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to use
cash collateral through Nov. 30.
The company can use the cash collateral of its secured creditors
for ordinary business expenses, which are estimated at $4,992.54.
Rolling Acres is not allowed to exceed any line item on the
authorized expenditures unless approved by the Chapter 11 trustee,
and if the trustee approves, then the total of all amounts in
excess of all line items must not exceed 10% percent of the total
authorized expenditures.
The interim order granted secured creditors replacement liens on
the company's assets, with the same priority as their
pre-bankruptcy liens.
This is the fourth interim cash collateral order issued by the
court since Rolling Acres' Chapter 11 filing. The court issued
interim cash collateral order on Oct. 4 to pay $24,584.01 in
operating expenses; on Oct. 28 to pay $35,761.49 in operating
expenses; and on Oct. 30 to pay $38,362.29 in operating expenses.
The next hearing is scheduled for Dec. 3.
About Rolling Acres MHC
Rolling Acres MHC, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-03433) on
September 20, 2024, with $1 million to $10 million in both assets
and liabilities.
Judge Pamela W. Mcafee oversees the case.
The Debtor is represented by Bradley S. Shraiberg, Esq., at
Shraiberg Page P.A.
ROLLING ACRES: Trustee Hires M. Shapiro Management as Manager
-------------------------------------------------------------
John Bircher III, the trustee appointed in the Chapter 11 cases of
Rolling Acres MHP, LLC and its affiliates, seeks approval from the
U.S. Bankruptcy Court for the Eastern District of North Carolina to
employ M. Shapiro Management Company, LLC as property manager.
The firm's services include:
(a) supervise and direct the management and operation of the
property on behalf of the trustee and for his account.
(b) negotiate and enter into service contracts in the name of
owner required in the ordinary course of business in operating the
property;
(c) maintain and supervise and direct the maintenance of
complete financial books and records relating to the operation of
the property pursuant to Article 9 thereof;
(d) collect for the account of trustee all rentals, receipts,
and any and all other charges and/or income accruing to trustee
from the property during the term of this agreement;
(e) keep the property and all parts thereof in good order,
repair, and condition and the property shall be maintained as a
mobile home park as manager, usually maintains similar mobile home
parks. Manager shall have the right to (a) operate, manage,
maintain, and improve the property;
(f) manager shall duly and punctually cause the property to
comply with all the obligatios of trustee/owner as the lessor under
nay leases with at the property, but solely on behalf of
trustee/owner and at trustee/owner's sole expense;
(g) operate and maintain the property to comply with and abide
by all statues, laws, rules, regulations, requirements, orders,
notices, determinations, and ordinances of all applicable federal
state, and local government authorities, departments, commissions,
or borads having jurisdiction over the property or any part
thereof;
(h) arrange for such contracts to the extent that such
contracts are not in place of electricity, gas, fuel, water, sewer,
telephone, rubbish removal, and other like utility services for the
property as manager shall deem advisable; provided; however, that
all such utility services shall be in name of the owner;
(i) take all necessary steps to prevent the creation of, and
to remove, any claim of lien, encumbrance, or security interests
whih attaches to the property or any part thereof if such claim of
lien, encumbrance, or security interest has been asserted without
the trustee's consent, unless trustee shall notify manager in
writing that trustee does not wish to contest such claims of lien,
encumbrance, or security interest; and
(j) manager shall disburse and pay, or cause to be disbursed
and paid, on behalf of and in the name of owner and/or manager, in
such amounts and at such times as the same are required to be paid
in connection with the ownership, maintenance, and operation of the
property.
The manager shall be paid and reimbursed as follows:
1. A management fee of $3,500 per month per property or 5
percent of the gross revenues collected per month, whichever is
greater;
2. A set-up/transition fee equal of 1 month management fees;
3. A close-out/disposition fee equal of 1 month, upon sale of
the property and/or the transition of management of the property;
4. A 5 percent construction management fee for all projects
not related to home installation or preparation exceeding $10,000
in cost in aggregate;
5. No fee for senior management presence on-site;
6. No hourly fee for report preparation or accounting, except
that should trustee or other parties require a set of books be kept
for the accounting of home entity activity separate that of the per
property books and records, an additional fee of $1,500 per book
shall apply;
7. A fee of $1,000 per unit for (a) each manufactured home
unit that is currently located on the Property that is requiring
significant work (beyond sales cleaning and repair of normal wear
and tear) prior to sale or lease and is subsequently made
marketable;
8. A fee of $1,000 per unit for (a) each manufactured home
unit that is currently located on the Property that is either
rented or sold to a third party and thereafter occupied, and (b)
each manufactured home unit that is not currently located on the
property that is hereafter relocated onto the property and
thereafter occupied.
Mark Kassab, senior vice president at M. Shapiro Management
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:
Mark Kassab
M. Shapiro Management Company LLC
31550 Northwestern Highway Suite 220
Farmington Hills, MI 48334
Telephone: (248) 865-0066
Email: mkassab@mshapirorealestate.com
About Rolling Acres MHP
Rolling Acres MHP, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-03433) on Sept.
20, 2024, with up to $10 million in assets and up to $50 million in
liabilities. The petition was signed by Neil Carmichael Bender, II
as manager.
Judge Pamela W. McAfee oversees the case.
The Debtor is represented by Bradley S. Shraiberg, Esq. at
Shraiberg Page P.A.
SABRE GLBL: Moody's Rates New Senior Secured Term Loan B 'B3'
-------------------------------------------------------------
Moody's Ratings assigned B3 credit ratings to new Senior Secured
Term Loan B instruments due 2029 issued at Sabre GLBL Inc. (the
"Borrower", and with Sabre Holdings Corporation as co-borrower) and
new Backed Senior Secured Notes due 2029 issued at Sabre GLBL Inc.
The issuances are conditional on existing lenders participating in
offers to exchange up to $875 million of their current claims into
the new instruments. The transactions have no effect on the Sabre
Holdings Corporation's (Sabre) B3 Corporate Family Rating and B3-PD
Probability of Default Rating (PDR), or the existing instrument
ratings at the company's subsidiaries including Sabre Financial
Borrower, LLC. The Speculative Grade Liquidity Rating (SGL) under
Sabre remains unchanged at SGL-2. The outlook remains negative.
Moody's view the debt exchanges as credit neutral. The transaction
will be leverage neutral and a prudent move to opportunistically
and proactively manage the maturity profile by extending certain
tranches of debt (pushing a portion of the 2027 notes out to 2029,
and a portion of the TLB's due 2027 and 2028 out to 2029), offset
by only modestly higher borrowing costs which Moody's estimate
could be up to $10 million (about 2% more than annualized interest
expense based on the last twelve months ended Q3). Lenders who
participate in the exchange offers will receive amended and
extended instruments with essentially the same terms and conditions
as the existing agreements, and the same claim priority. As a
result, Moody's do not expect any material change in the capital
structure or claim ranking. Pro forma, post-close, assuming the
exchange participation is fully subscribed (e.g. totals $875
million) and the company repays the near-term 2025 and 2026
exchangeable notes with balance sheet cash, the nearest term
maturities (excluding securitization facilities) would total
approximately $1.8 billion, consisting of both senior secured notes
and TLB's due 2027.
RATINGS RATIONALE
Sabre's B3 CFR reflects governance risk (as indicated in the G-4
Issuer Profile and Credit Impact Scores), with falling but still
very high leverage (approaching 10x, Moody's adjusted) and free
cash flows which are limited due in part to high and rising
borrowing costs that are approaching near 20% of revenue. Revenue
is also much lower than pre-pandemic levels (approximately $3
billion in 2024, near 76% reported in 2019) as is profitability.
The Company continues to face a range of significant challenges
years after the pandemic, including some more structural
constraints including the ultimate recovery of corporate travel
which was nearly 50% of its revenue mix pre-pandemic and has
declined significantly with the shift to work-from-home.
Competition in travel services is also high and rising with
airlines increasingly selling its service direct to consumers (e.g.
disintermediating Sabre), negative impacts from customers
consolidating its GDS supplier relationships, and a wide range of
companies angling for more market share. These pressures require
significant ongoing technology costs (about 28% of revenue for the
nine months ended September 30) to enhance product offerings
(including more route inventory and travel options). Sustained
sales and marketing costs to expand geographic distribution,
acquire customers, and defend market share also remain a drag on
profitability which, although improving, remains constrained (with
EBITDA margins near mid-teens percent).
Despite the challenges, the Company has a strong and established
market position as the number two provider of Global Distribution
System (GDS) services globally, a long operating history, and
moderate scale (near $3 billion, management projected in 2024). The
Company's stated financial policy prioritizes returning credit
metrics to pre-pandemic levels, including net leverage (management
adjusted debt to EBITDA) targeted at between 2.5x-3.5x which will
take years to achieve at the current pace of deleveraging. The
asset-lite business model also benefits from limited capital
intensity (near 3%, capex to revenue).
Liquidity is good (SGL-2). A large cash balance of approximately
$690 million at the end of the last quarter combined with positive
free cash flow in 2025 will be more than sufficient to cover all
basic obligations over the next 12 months including over $240
million in debt obligations maturing in 2025. To preserve
liquidity, the company has suspended share repurchases and pays
limited dividends on preferred stock. The company is subject to
certain maintenance covenants related to PIK term loan including a
minimum asset coverage test of 75% (e.g., subsidiary guarantors
must hold at least 75% of total gross consolidated assets) and the
guarantors and their subsidiaries are subject to a minimum
liquidity covenant of at least $100 million. The company has no
revolving credit facility and alternate liquidity is limited given
the largely secured capital structure and significant obligations
relative to a very thin market cap.
The senior secured loans and notes, issued at Sabre GLBL Inc.,
Sabre Holdings Corporation's wholly owned subsidiary, are rated B3,
same as Sabre's Corporate Family Rating (CFR) given the
predominance of this debt class in the capital structure. Security
for the existing senior secured lenders includes the assets of all
domestic subsidiaries and a 2/3 stock pledge of the stock of
non-guarantor foreign subsidiaries. The notes are guaranteed by
Sabre Holdings Corporation and each of Sabre GLBL's existing and
future subsidiaries that are borrowers or guarantors of the senior
secured credit facilities. The credit ratings on senior secured
debt also reflects support provided by subordinate and unrated
exchangeable notes, pension and lease obligations, and trade
payables.
Moody's rate the first lien PIK term loan B2 under Sabre Financial
Borrower, LLC, one notch above the B3 rating on the senior secured
loans and notes. The first lien PIK term loan has materially the
same collateral package as the secured term loan and note lenders
with respect to domestic subsidiaries (when considering an
intercompany loan which is secured by all of the same assets and
provided the same guarantees (e.g. Sabre GLBL and each direct and
indirect subsidiary), but with an enhanced claim on foreign assets
due to a direct guarantee from certain foreign subsidiaries of
Sabre (the foreign Guarantors) limited to $400 million of
indebtedness. The secured loans and notes are subordinate to the
PIK term loan holders with respect to these foreign assets subject
to the $400 million limitation as the secured term loans and notes
only have a 2/3 stock pledge of the equity of foreign subsidiaries.
The PIK term loan is also guaranteed by Sabre Financing Holdings,
LLC, the parent company of the term loan borrower – Sabre
Financial Borrower, LLC.
The capital structure also includes accounts receivable
securitization facilities which have priority over the PIK term
loan, senior secured term loan and notes with respect to the
securitized assets but given the small size relative to the rest of
the outstanding debt, does not impact the instrument ratings.
All instrument ratings are based on a B3-PD Probability of Default
rating and Moody's expectation for an average family recovery in a
default scenario.
The negative outlook reflects still high leverage (between 9x-10x)
and limited cash flows that will remain constrained and could
decline again with rising interest costs as fixed-rate debt is
reset at higher rates when refinanced and the company's PIK term
loan turns cash-pay in 2026. Despite these challenges, Moody's
forecast a continual recovery in travel demand and execution on
growth initiatives that will drive a higher top-line and better
profitability largely lifted by improving operating leverage, the
final realization of cost savings and the benefit of executing
operating tactics to optimize working capital. Moody's expect, as a
result, positive free cash flows, lower leverage, and the
maintenance of robust cash balances that should average at least
$500 million. Moody's expect leverage to decline to 9-10x by the
end of 2025.
Note: all figures above are based on Moody's standard adjustments,
unless otherwise noted.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if debt to EBITDA (Moody's adjusted) is
sustained below 5.5x (Moody's adjusted) and free cash flow to debt
is sustained in the mid-single digits. A positive rating action
could also be conditional on successfully refinancing upcoming
maturities well in advance, operating performance consistent with
management's plan, liquidity improves, and there are no material
unfavorable changes in the company's market position, scale,
diversity, or operating performance including organic growth and
profitability.
Ratings could be downgraded if debt to EBITDA (Moody's adjusted)
fails to make steady material progress toward 6.5x or negative free
cash flow is expected to be sustained. A negative rating action
could also be considered if operating performance deviates from the
company's plan, liquidity declines, the 2025 debt maturities are
not successfully refinanced well in advance, or there are material
unfavorable and sustained changes in the company's market position,
scale, diversity, or operating performance including organic growth
and profitability.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Based in Southlake, TX, Sabre Holdings Corporation's business is
organized in two segments. The Travel Solutions segment includes
revenues from Global Distribution System (GDS) services (a
software-based passenger reservation system) as well as from
commercial and operations offerings to the airline industry. The
Hospitality Solutions segment includes distribution, operations,
and marketing offerings for the hotel industry. Revenue for the
last twelve months ended September 30, 2024 was approximately $3
billion.
SCHARN INDUSTRIES: Unsecureds Will Get 20% Dividend in Plan
-----------------------------------------------------------
Scharn Industries, LLC, submitted a First Amended Disclosure
Statement describing First Amended Plan of Reorganization dated
September 30, 2024.
The Debtor has filed the requisite monthly operating reports with
the office of the United States Trustee and all requisite quarterly
fees have been paid to the United States Trustee.
The Debtor is projecting total revenue of approximately of
$800,000.00 for the four-month period of September – December
2024. The projects consist of charging stations and lighting
projects.
Class III consists of the secured lien claim of the IRS. The lien
claim of the IRS, $40,000.00, will be paid in 48 equal monthly
payments of $833.33 beginning in December of 2024.
Class IV consists of the unsecured claims asserted in this case.
The claims in Class IV will be impaired. The Class IV creditors
will be paid a one-time dividend of 20%. Proofs of claim filed in
this case by the Class IV creditors total $86,068.55.
Class V consists of the membership interest owned by Scott Scharn
in the Debtor. Scott Scharn will retain his 100% membership
interest in the Debtor and will not be impaired.
The Debtor will continue business operations. The entry of an Order
of Confirmation of this plan will void the UCC filing by Delta and
Diverse. The present lease expired on January 31, 2024. The Debtor
will remain a Tenant At Will at the same premises and once a Plan
of Reorganization is confirmed, the Debtor will negotiate a new
lease with its present Landlord.
The Debtor will continue business operations. The entry of an Order
of Confirmation of this plan will void the UCC filing by Delta and
Diverse. The present lease expired on January 31, 2024. The Debtor
will remain a Tenant At Will at the same premises and once a Plan
of Reorganization is confirmed, the Debtor will negotiate a new
lease with its present Landlord.
A full-text copy of the First Amended Disclosure Statement dated
September 30, 2024 is available at https://urlcurt.com/u?l=2sLOT3
from PacerMonitor.com at no charge.
Counsel to the Debtor:
Gary W. Cruickshank, Esq.
Law Office of Gary W. Cruickshank
21 Custom House Street, Suite 920
Boston, MA 02110
Tel: 617-330-1960
Email: gwc@cruickshank-law.com
About Scharn Industries
Scharn Industries, LLC, installs charger systems and energy
management systems including energy efficient lighting, motors and
transformers.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 23-10298) on Feb. 28,
2023. In the petition signed by Scott Scharn, manager, the Debtor
disclosed up to $100,000 in assets and up to $1 million in
liabilities.
Judge Janet E. Bostwick oversees the case.
The Debtor tapped Gary W. Cruickshank, Esq., at Cruickshank Law, as
legal counsel and Robert S. Widell as accountant.
SEBASTIAN TECH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sebastian Tech Systems LLC
d/b/a Sebastian Press
d/b/a Sebastian Tech Solution
920 S Main Street
Jonesboro, AR 72401
Chapter 11 Petition Date: November 13, 2024
Court: United States Bankruptcy Court
Eastern District of Arkansas
Case No.: 24-13722
Judge: Hon. Phyllis M Jones
Debtor's Counsel: Kevin P. Keech, Esq.
KEECH LAW FIRM, PA
2011 South Broadway
Little Rock, AR 72206
Tel: 501-221-3200
Fax: 501 221 3201
Email: kkeech@keechlawfirm.com
Total Assets: $496,005
Total Liabilities: $1,517,027
The petition was signed by Meg Sebastian as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/2253SHI/Sebastian_Tech_Systems_LLC__arebke-24-13722__0001.0.pdf?mcid=tGE4TAMA
SEDALIA AESTHETICS: Norman Rouse Named Subchapter V Trustee
-----------------------------------------------------------
The Acting U.S. Trustee for Region 13 appointed Norman Rouse as
Subchapter V trustee for Sedalia Aesthetics, LLC.
Ms. Rouse will be paid an hourly fee of $275 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Rouse declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Norman E. Rouse
5957 Easte 20th Street
Jopli, MO 64801
Phone: 417.782.2222
Email: nrouse@cwrcave.com
About Sedalia Aesthetics
Sedalia Aesthetics, LLC, doing business as The Beauty Bar, The
Beauty Bar of Jefferson City, and The Beauty Bar of Marshall, is
the owner of a building located at 9 North Lafayette, Marshall,
Mo., valued at $110,000.
Sedalia Aesthetics sought relief under Subchapter V of Chapter 11
of the U.S. Bankruptcy Code (Bankr. W.D. Mo. Case No. 24-20453) on
October 21, 2024, with total assets of $311,684 and total
liabilities of $3,017,192. Michelle Bassett, managing member,
signed the petition.
Judge Cynthia A. Norton oversees the case.
The Debtor is represented by Erlene W. Krigel, Esq., at Krigel
Nugent + Moore, P.C.
SENSIENCE INC: S&P Upgrades ICR to 'CCC' on Improved Liquidity
--------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Sensience
Inc. to 'CCC' from 'SD' (selective default). At the same time, S&P
raised its issue-level rating on the company's second-lien debt to
'CCC-' from 'D'. The '5' recovery rating is unchanged. S&P also
raised its issue-level rating on the first-lien term loan to 'CCC'
from 'CCC-'. The '3' recovery rating is unchanged.
S&P said, "The negative outlook reflects our expectation that we
could lower our ratings over the next year if we believe there is
an increased likelihood of a near-term distressed restructuring or
payment default.
"We forecast Sensience's liquidity position will remain constrained
in the near term, but we believe the option to PIK second-lien term
loan interest and sponsor One Rock's equity injection extend the
company's liquidity runway. One Rock injected about $16 million of
common equity and Sensience's lenders agreed to amend the terms of
its second-lien term loan to allow interest to be paid in kind for
its Oct. 31, 2024, interest payment as well as the next three
quarterly payments (the last being July 2025). We believe this
equity infusion, as well as the flexibility provided from the PIK
option (we estimate second-lien interest around $4.1 million
quarterly, using current base interest rates), results in a modest
extension of Sensience's liquidity runway. However, we note that
liquidity remains constrained, evidenced by the company's ongoing
FOCF deficits through fiscal 2024 and about $14 million in total
accessible cash and revolver availability as of Sept. 30, 2024
(these figures are prior to the company's term loan amendment,
equity injection, and quarterly interest payment, which occurred on
Oct. 31, 2024). We note that if the company elects to pay interest
in kind, One Rock is required to make additional equity injections
under the amended second-lien term loan. While this would provide
further liquidity to the business, we also believe it creates an
incentive for the company to refrain from exercising the PIK-option
unless necessary, which could keep liquidity constrained.
"In addition, we forecast continued, though moderating, FOCF
deficits in fiscal 2025, heightening the risk of the company
needing additional external sources of liquidity over the next 12
months, particularly if Sensience does not exercise its option to
PIK interest payments (our base-case forecast assumes no additional
interest is paid in kind), or if FOCF deficits do not moderate as
we forecast. If the company does exercise the PIK option for each
of the next three quarterly interest payments, we forecast it would
provide the company with about $20 million of additional liquidity,
comprising the cash interest savings and associated required equity
injections."
Sensience has faced challenging operating conditions since it
became a stand-alone entity. Following its leveraged buyout in
early 2022, in which Sensience was carved-out from Emerson Electric
Co., the company has faced significant operating headwinds. Demand
for the company's safety and sensor products began to decline as
higher interest rates affected housing market activity, a key
driver for the HVAC, water heater, and appliance end markets that
Sensience serves. Further, there was a level of pull-forward demand
for these products as consumers spent more time at home during the
COVID-19 pandemic, resulting in a reduction in typically stable
replacement-driven demand trends.
In addition, dealers, distributers, and original equipment
manufacturers (OEMs) who built up inventory positions to combat
supply chain difficulties and meet strong demand began to destock
these inventory positions, leading to lower production levels and a
decline in demand for Sensience's input products, which lasted
through the first half of fiscal 2024. At the same time, the higher
interest rate environment significantly increased Sensience's
interest burden while the company was working through stand-up and
stand-alone costs related to the carve-out from Emerson. As a
result, the company experienced material cash flow deficits and
utilized much of its available liquidity through fiscal 2023,
leading One Rock to make several liquidity injections in the form
of pari passu first-lien term loans over the course of fiscal 2024
to help meet the company's quarterly interest obligations.
S&P said, "While we forecast improving end-market demand, higher
EBITDA, and reduced cash flow deficits in fiscal 2025, we expect
credit metrics will remain weak. We forecast organic revenue to
grow in fiscal 2025, driven by the full-year benefit of previously
enacted pricing actions, new business wins, an abatement of
destocking headwinds as inventory positions have largely normalized
across distribution channels, and as we believe lower interest
rates will drive increased activity in the housing market. Revenue
trends inflected positive in the third quarter of fiscal 2024, with
7.3% growth, and continued with 8.5% year over year growth in the
fourth quarter. We assume positive demand trends will continue,
supporting mid-single-digit percent revenue growth in fiscal
2025."
Sensience took significant actions to reduce its cost base to
adjust to the lower demand environment and improve profitability.
These initiatives helped drive an improvement in the company's
S&P-adjusted EBITDA margin from about 7.4% in fiscal 2023 to above
10% in fiscal 2024. S&P said, "Further, we believe the most
significant restructuring and severance costs required to achieve
these improvements, which we do not add back to our measure of
EBITDA, have been completed and will continue to decline over the
course of fiscal 2025. We forecast that these factors, as well as
our assumption for a leaner cost structure and revenue growth, to
drive positive operating leverage and increase S&P Global
Ratings-adjusted EBITDA margins to around 15%-16% in 2025."
S&P said, "Our forecast for higher EBITDA and declining base
interest rates in 2025 results in improving, yet still negative,
cash flow generation, which is further reduced by our assumption
for modest uses of cash for working capital to support organic
growth and about $6 million of capex. We forecast a FOCF deficit of
around ($15) million to ($20) million in 2025, an improvement from
the roughly $60 million and $39 million deficits in 2023 and 2024,
respectively. Given our FOCF forecast and Sensience's limited
liquidity position going into fiscal 2025 ($14 million in total
accessible cash and revolver availability), we believe there is a
risk that One Rock's roughly $16 million equity injection may not
be sufficient to fund Sensience's cash flow deficits in 2025 as
well as the company's annual debt amortization of around $3.9
million, and therefore, we believe liquidity will remain
constrained. Further, if cash flow deficits do not moderate as we
forecast, it could cause additional risk to our base-case liquidity
forecast.
"We expect credit metrics to remain weak, with S&P Global
Ratings-adjusted debt leverage and EBITDA interest coverage of
around 9.5x and below 1x, respectively, in fiscal 2025. While we
note that while Sensience's option to pay interest in kind on its
second-lien term loan could provide up to $20 million of additional
liquidity, our base-case forecast assumes the company does not
exercise this option given its sponsor's incentive to avoid
additional equity injections unless necessary.
"The negative outlook reflects our expectation that we could lower
our ratings over the next year if we believe there is an increased
likelihood of a near-term distressed restructuring or payment
default.
"We could downgrade Sensience within the next 12 months if we see
heightened risk of a distressed debt restructuring or payment
default. This could result from higher cash flow deficits than we
expect, driven by weaker demand or difficulty in achieving cost
reductions, or if the company could not comply with its financial
covenants.
"We could raise our ratings on Sensience if we no longer envisioned
a liquidity shortfall or distressed restructuring scenario over the
next 12 month horizon, which could occur if Sensience demonstrates
a stabilizing liquidity position and an improvement in cash flow
generation, such that we do not anticipate meaningful deficits."
SHIFTPIXY INC: Seeks Bids for SaaS Assets in Bankruptcy Sale
------------------------------------------------------------
Hilco Streambank announced it is seeking offers to acquire the
assets of AI-powered SaaS staffing industry platform ShiftPixy,
which was previously listed on the NASDAQ under PIXY.
ShiftPixy leverages its cloud-based proprietary software platform
to provide on-demand workforce solutions for business clients and
shift workers. Through its mobile-first software, the platform
connects more than 88,000 shift workers to businesses who are
supported by back-end platform support which enables businesses to
track KPIs. The company generated more than $17 million of net
revenue in fiscal year 2023 from $46.2 million in gross sales and
continues to service the needs of its clients and shift workers.
"The platform offers an end-to-end solution for meeting the needs
of companies, staffing agencies and shift workers alike," commented
Hilco Streambank chief commercial officer Richelle Kalnit.
"Utilizing artificial intelligence (AI) employed in the software
environment and the mobile app, ShiftPixy recruits, onboards,
schedules and manages shift workers based on the often-changing
needs of clients in the light industrial, hospitality, and
healthcare industries. The proprietary platform serves as a
differentiator from the offerings of traditional staffing agencies
and offers the ability to provide a nationwide employee base on
demand."
Potential bidders have an opportunity to serve as a stalking horse
bidder. The proposed deadline for bids is December 6, 2024. An
auction is tentatively scheduled for December 10, 2024. These dates
are subject to Bankruptcy Court approval.
Hilco Streambank's retention by ShiftPixy and the sale process
outlined herein are subject to the approval of the United States
Bankruptcy Court for the Southern District of Florida, which is
overseeing the Company's bankruptcy case. Contact Hilco Streambank
at project+pixy@hilcoglobal.com for more information.
About Hilco Streambank:
Hilco Streambank is a market-leading advisory firm specializing in
intellectual property valuation, advisory, and monetization. Having
completed numerous transactions, including sales in publicly
reported transactions, private transactions, and online sales
through IPv4.Global, Hilco Streambank has established itself as the
premier intermediary in the consumer brand, internet, technology,
and telecom communities. Hilco Streambank is part of Northbrook,
Illinois-based Hilco Global, the world's leading authority on
maximizing the value of business assets by delivering valuation,
monetization, and advisory solutions to an international
marketplace. Hilco Global operates more than twenty specialized
business units offering services that include asset valuation and
appraisal, retail and industrial inventory acquisition and
disposition, real estate, and strategic capital equity
investments.
About ShiftPixy Inc.
ShiftPixy Inc. -- https://www.shiftpixy.com -- is an employment
agency based in Miami, Florida.
ShiftPixy Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-21209) on October 28,
2024. In the petition filed by Jonathan Feldman, as chief
restructuring officer, the Debtor reports estimated assets between
$500,000 and $1 million and estimated liabilities between $1
million and $10 million.
Honorable Bankruptcy Judge Laurel M. Isicoff handles the case.
The Debtor is represented by:
Isaac M Marcushamer, Esq.
DGIM Law, PLLC
4101 NW 25th Street
Miami, FL 33142
SIGNIA AEROSPACE: Fitch Assigns 'B+' IDR, Outlook Stable
--------------------------------------------------------
Fitch Ratings has assigned Signia Aerospace, LLC a 'B+' Issuer
Default Rating (IDR). Fitch has also assigned long-term ratings of
'BB-' with a Recovery Rating of 'RR3' to the company's proposed
senior secured term loan, delayed draw term loan, and revolving
credit facility and 'B+' IDRs to co-borrowers Thermo TopCo, L.P.,
Falcon Buyer LLC, International Mezzo Technologies, Inc. and
International Water-Guard Industries, Inc. The Rating Outlook is
Stable.
The ratings are predicated on the completion of the planned
combination of Thermo TopCo, L.P. and Falcon Buyer LLC (Hartzell
propeller business) and the acquisition of Ovation Parent, Inc's
(B+/Stable) Wheels and Brakes business (collectively, Signia).
The 'B+' IDR reflects Signia's diversified portfolio of
proprietary, spec'd in, low-cost component products (19,000 unique
SKUs) across a range of customers (10,000) and platforms (200). The
company's operating environment (OE) production mix and significant
aftermarket exposure across a large, long-dated installed base,
support healthy EBITDA (mid-to-high-30%) and FCF (mid-teens)
margins. Fitch views the cash flow and business profiles to be
generally consistent with the 'BB' rating category.
The 'B+' rating is constrained by Signia's post-acquisition
financial profile, which is likely to include debt-funded M&A.
Fitch projects pro forma EBITDA leverage will fluctuate between
5.0x-6.0x depending upon the pace and magnitude of acquisitions,
with pro forma EBITDA interest coverage expected to remain in the
mid-2.0x. Fitch believes the permitted acquisitions covenant (first
lien net leverage below 5.75x) and forecasted (CFO-capex)/debt
(7%-9%) help moderate M&A-linked leverage and provide meaningful
deleveraging capacity.
Key Rating Drivers
Diversified Portfolio of Niche Products: Signia has a highly
diversified portfolio of niche product offerings that are largely
entrenched in nature supporting the credit profile, with exposure
to a wide array of programs and customers. The high degree of
diversification and aftermarket exposure, enhanced by the
combination with Hartzell and recent bolt-on acquisitions, provides
insulation to the credit profile, where it would not be materially
impacted by the loss of any particular product, customer or
program. However, Signia lacks substantial end-market
diversification, with aerospace and defense comprising nearly all
of its sales.
Entrenched Products, Aftermarket Provide Revenue Visibility: The
spec'd, utilization-linked nature of Signia's components entrenches
its OE and replacement product positions within the programs it
serves. The company benefits from various life-of-program positions
with long-tailed exposure to various aircraft and defense
platforms.
Signia's substantial aftermarket sales (around 50% of pro forma
revenue) to long-life, legacy airframes with relatively smaller
fleet sizes limit competition and provide insight into demand
dynamics for spare parts. Further, Signia's Supplemental Type
Certifications allow it to provide aftermarket services on other
supplier's systems and position the company to potentially capture
future aftermarket business. Management estimates the aftermarket
represents around 70% of pro forma EBITDA.
High Barriers to Entry: Signia operates in the highly regulated
aerospace and defense markets, which support high entry barriers.
Advanced engineering, precision, and the mission-critical nature of
a large portion of the company's products contribute to its
competitive position. Signia's operational strength is underpinned
by the engineered, sole-sourced portfolio of proprietary,
relatively lower volume products, which position the company for
stability going forward.
Strong Profitability, FCF: Fitch projects Signia to operate with
EBITDA margins in the mid-30% range, supported by the strong
profitability of its Thermal Management and Mission Systems
businesses. The agency expects the company will generate robust
annual FCF of $125 million-$150 million, with margins in the
low-to-mid teens given the limited capital intensity of the
business. Signia's EBITDA and FCF margins are considered strong for
the industry and its 'B+' rating.
Mid-5x Leverage, Mid-2x Coverage Forecasted: Fitch estimates
Signia's pro forma EBITDA leverage will be around 6.0x following
the refinancing, combination with Hartzell and acquisition of the
Wheels and Brakes business. Fitch forecasts the company's EBITDA
leverage and coverage will be around 5.5x and 2.5x in 2025,
respectively. consistent with the 'B+' rating. Fitch believes
improvement will be driven by organic growth and margin expansion.
However, the agency believes Signia is likely to pursue bolt-on
leveraging transactions resulting in EBITDA leverage in the
5.0x-6.0x range.
Acquisition-Driven Strategy: Fitch expects Signia will remain
acquisitive, prioritizing bolt-on acquisition opportunities over
material debt reduction. Since Arcline's acquisitions of Signia in
2021 and Hartzell (Falcon Buyer LLC) in 2023, the companies have
made 15 acquisitions in aggregate, totaling more than $1.0 billion
in consideration.
Fitch expects most FCF, combined with draws on the $150 million
delayed-draw term loan, to be applied toward bolt-on acquisitions
during the forecast period. Fitch believes the permitted
acquisitions covenant (first lien net leverage below 5.75x) and
forecasted (CFO-capex)/debt (7%-9%) help moderate M&A-linked
leverage and provide meaningful deleveraging capacity.
Small, Niche Market Positions: Signia has leading positions in the
small, niche markets serving business jets, civil helicopters, and
general aviation aircraft, granting it an advantage over the threat
of new, smaller players given the high upfront costs required to
fund a product cycle, as well as the spec'd in, lower volume
products and certifications that Signia maintains.
Larger parts manufacturers, such as Honeywell, RTX and Leibherr,
are better-positioned to serve large commercial aircraft. Fitch
believes these larger competitors' strong balance sheets, scale and
brand reputation could allow them to penetrate the light aircraft
market, but Fitch views it as unlikely given their large
operational scale and limited economic incentive.
Derivation Summary
Signia's diverse set of product offerings across a wide range of
platforms is similar to aerospace and defense supplier Ovation
Parent, Inc. (d/b/a Kaman; B+/Stable). However, Ovation serves a
broader range of end markets, including industrial and medical.
HEICO (BBB/Stable) and TransDigm (Not Rated) are also designers and
manufacturers of aerospace-related components, but are considerably
larger and more diversified. All four companies have high exposure
to the aftermarket.
The company's EBITDA and FCF margins are in excess of
similarly-rated Ovation and higher-rated HEICO, but meaningfully
trail those of TransDigm. Leverage and coverage metrics for Signia
are expected to be somewhat weaker than Ovation, but this is offset
by the company's higher (CFO-capex)/debt, providing incremental
deleveraging capacity. M&A is expected to be a focus for both
companies and a measured level and pace of activity is considered
in the ratings.
Key Assumptions
- Organic revenue increases by mid-single digits annually in 2025
and 2026, supported by steady aftermarket demand and growth in the
addressable aircraft fleet;
- Pro forma EBITDA margins sustain in the mid-30% range;
- Capex remains in the 2% of revenues range;
- The company pursues opportunistic bolt-on M&A. Fitch assumes any
M&A would carry margins in line with the overall business and would
be financed with a mix of cash on hand and incremental debt;
- No material dividends to the sponsor over the next few years.
Recovery Analysis
The recovery assumes that Signia would be considered a going
concern (GC) in bankruptcy and that the company would be
reorganized rather than liquidated. A 10% administrative claim is
assumed in recovery analysis.
Fitch assumes $250 million as the GC EBITDA, which is supported by
the sole-sourced and long-term nature of platform exposure. The GC
EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which Fitch bases the
enterprise valuation.
In Fitch's recovery analysis, the agency assumes the catalyst for a
restructuring would likely result from a materially negative hit to
the company's reputation or operational execution issues that cause
significant decline in revenues and cash flows.
An enterprise value (EV) multiple of 6.5x EBITDA is applied to the
GC EBITDA to calculate a post-reorganization enterprise value. This
multiple is in the middle-to-higher end of the range of recovery
multiples assigned to companies in the aerospace and defense
sector.
The 6.5x multiple reflects the company's proprietary,
mission-critical product offerings, revenue visibility, high
barriers to entry and FCF-generating potential of the business
profile. Fitch also considered the company's platform and customer
diversification, and exposure to industry tailwinds across
aerospace and defense markets. Each of these factors would likely
support the company's ability to recover from severe distress in
the case of a hypothetical bankruptcy. Most of the defaults in the
Aerospace & Defense sector observed by Fitch in recent bankruptcy
case studies had less diversified product lines or customer bases
and were operating with more highly levered capital structures.
The 'BB-'/'RR3' rating on the company's senior secured debt are
based on Fitch's recovery analysis under a going-concern scenario,
which results in a 66% recovery for the debt instruments.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- EBITDA leverage sustained below 5.0x;
- (CFO-capex)/debt sustained above 5.0%;
- EBITDA interest coverage sustained around or above 3.0x.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA leverage sustained above 6.0x;
- (CFO-capex)/debt sustained below 2.5%;
- A deterioration in the operating profile that heightens cash flow
risk;
- EBITDA interest coverage sustained below 2.5x.
Liquidity and Debt Structure
Adequate Liquidity: Fitch expects Signia to have sufficient
liquidity, supported by strong FCF generation and full availability
under the proposed $250 million revolver following the
transaction.
Long-Dated Maturity Schedule: Following the refinancing
transaction, Signia will have no near-term debt maturities. The
company's proposed capital structure will be comprised of a senior
secured revolving credit facility and term loan due in 2029 and
2031, respectively.
Issuer Profile
Signia is a manufacturer and servicer of proprietary aircraft
systems, sub-systems, and specialized components for the aerospace
and defense markets. Products include thermal management, propeller
systems, engine components, and mission equipment for helicopters
and fixed-wing aircraft.
Public Ratings with Credit Linkage to other ratings
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
Entity/Debt Rating Recovery
----------- ------ --------
Thermo TopCo L.P. LT IDR B+ New Rating
International Mezzo
Technologies, Inc. LT IDR B+ New Rating
Falcon Buyer LLC LT IDR B+ New Rating
International
Water-Guard
Industries, Inc. LT IDR B+ New Rating
Signia Aerospace,
LLC LT IDR B+ New Rating
senior secured LT BB- New Rating RR3
SILVER CREEK: Unsecureds to be Paid in Full over 60 Months
----------------------------------------------------------
Silver Creek Investments LLC filed with the U.S. Bankruptcy Court
for the Northern District of Texas a Disclosure Statement
describing Plan of Reorganization dated September 30, 2024.
The Debtor is the owner and operator of an income-producing
shopping center located at 4478 S. Marsalis Avenue, Dallas, Texas
75216 (the "Property").
Due to declining occupancy and rental revenue the Debtor became
unable to service all its debt or pay its bills on a timely basis,
leading to the filing of this case.
The Debtor scheduled a disputed Secured Claim of Resources
Assistants Corporation in the amount of $1,750,867.28. The Debtor
also scheduled Unsecured Claims totaling $8,000. In addition,
Dallas County filed a Secured Claim of $39,032.62, the Internal
Revenue Service filed an Unsecured Claim of $22,706.56, and the
City of Dallas filed an Unsecured Claim of $18,321.78.
This Plan pays all Allowed Secured and Unsecured Claims in full,
with interest. Therefore, the Plan pays Claimants more than they
would receive in a Chapter 7 liquidation.
Class 3 consists of Allowed Unsecured Claims Other than Insider
Claims. These Claims shall be paid in full by the Reorganized
Debtor's payment of equal, consecutive monthly installments of
principal and interest commencing on the first day of the first
full month following the Effective Date and continuing through
sixty months from the Effective Date. Interest shall accrue at the
rate of two percent per annum from the Effective Date until these
Claims are paid in full. In the event the Reorganized Debtor sells,
conveys, or transfers the Property before the expiration of 60
months from the Effective Date, these Claims shall be paid in full
at the closing of the sale or transfer. These Claims are Impaired.
Class 4 shall consist of the Allowed Claims of Insiders of the
Debtor. Class 4 Claims shall receive nothing under this Plan. These
Claims are Impaired.
Class 5 shall consist of Allowed Equity Interests in the Debtor.
Class 5 Interests shall be retained by their owners but shall
receive no dividends or other distributions on these Interests
until Classes 1 to 3 are paid in full pursuant to this Plan. These
Interests are not Impaired.
The Reorganized Debtor will promptly market the Property for sale
and use the proceeds of sale to pay all Claims in full. Until the
sale occurs the Plan payments described above will be funded by the
operations of the Debtor. Should the income generated by the
operations of the Debtor at any time be insufficient to make the
Plan payments, the owners of the Equity Interests in the Debtor,
Alfred and Lela Herron, will provide the funds to make the Plan
payments called for by this Plan.
A full-text copy of the Disclosure Statement dated September 30,
2024 is available at https://urlcurt.com/u?l=J4IMUa from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Joyce W. Lindauer, Esq.
Joyce W. Lindauer Attorney, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Tel: (972) 503-4033
Fax: (972) 503-4034
Email: joyce@joycelindauer.com
About Silver Creek Investments, LLC
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.
SINTX TECHNOLOGIES: Extends CEO's Contract to 12 Months
-------------------------------------------------------
SINTX Technologies, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that it entered into an
amendment to the previously executed Executive Employment Agreement
with its Chief Executive Officer and President Eric K. Olson.
The amendment extended the term of the Agreement from six months to
12 months, subject to automatic renewals for additional six-month
periods unless either the Company or Mr. Olson provides prior
written notice of termination at least 30 days prior to such
renewal.
The Company also entered into a Change of Control Agreement with
Mr. Olson. Among other things, the Change in Control Agreement
provides that upon the consummation of a change in control, all
outstanding options, restricted stock and other such rights held by
the executive will fully vest.
Additionally, if a change in control occurs and at any time during
the one-year period following the change in control:
(i) the Company or its successor terminate the executive's
employment other than for cause (but not including termination due
to the executive's death or disability) or
(ii) the executive terminates his employment for good reason,
then such executive has the right to receive (a) payment consisting
of a lump sum payment equal to one times his highest annual salary
with us during the preceding three-year period, including the year
of such termination and including bonus payments (measured on a
fiscal year basis), but not including any reimbursements and
amounts attributable to stock options and other non-cash
compensation and (b) continued health insurance coverage under the
Company's health plan for a period of 12 months following
termination.
"Change in control" is defined in the Change of Control Agreement
as occurring upon:
(i) any "person" (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended) becoming
the "beneficial owner", directly or indirectly, of securities
representing 50% or more of the total voting power represented by
its then outstanding voting securities (excluding securities held
by the Company or its affiliates or any of its employee benefit
plans) pursuant to a transaction or a series of related
transactions which its board did not approve;
(ii) a merger or consolidation of the company, other than a
merger or consolidation which would result in its voting securities
outstanding immediately prior thereto continuing to represent at
least 50% of the total voting securities or such surviving entity
or parent of such corporation outstanding immediately after such
merger or consolidation;
(iii) the approval by the Company's stockholders of an
agreement for the sale or disposition of all or substantially all
of the its assets;
(iv) or a change in the composition of the Board of Directors
whereby individuals who were members of the Board of Directors
immediately prior to the agreement cease to constitute a majority
of the Board of Directors.
As defined in the agreements, "cause" means:
(i) the executive's commission of a felony (other than through
vicarious liability or through a motor vehicle offense);
(ii) the executive's intentional misconduct that causes
material harm to the Company, provided that such misconduct is not
rectifiable or remains uncorrected after written notice and a
30-day cure period;
(iii) the commission by the executive of an act of fraud,
embezzlement or misappropriation of funds;
(iv) a material breach by the executive of any material
provision of any agreement to which the executive and we are party,
which breach is not cured within 30 days after our delivery to the
executive of written notice of such breach; or
(v) the executive's refusal to carry out a lawful written
directive from our board.
"Good reason" as defined in the agreements means, without the
executive's consent:
(i) a change in the principal location at which the executive
performs his duties to a new work location that is at least 500
miles from the prior location; or
(ii) a material change in the executive's compensation,
authority, functions, duties or responsibilities, which would cause
his position with the Company to become of less responsibility,
importance or scope than his prior position, provided, however,
that such material change is not in connection with the termination
of the executive's employment with the Company for any reason.
In the event that an officer entitled to receive or receives
payment or benefit under the Change in Control Agreements described
above, or under any other plan, agreement or arrangement with us,
or any person whose action results in a change in control or any
other person affiliated with us and it is determined that the total
amount of payments will be subject to excise tax under Section 4999
of the Internal Revenue Code, or any similar successor provisions,
we will be obligated to pay such officer a "gross up" payment to
cover all taxes, including any excise tax and any interest or
penalties imposed with respect to such taxes due to such payment.
Under the Agreement, Mr. Olson's receipt of such severance payments
is subject to his execution and delivery of a general release of
claims in favor of the Company.
About SINTX Technologies
Headquartered in Salt Lake City, Utah, SINTX Technologies, Inc. --
https://ir.sintx.com/ -- is an advanced ceramics company that
develops and commercializes materials, components, and technologies
for biomedical, technical, and antipathogenic applications. The
core strength of SINTX Technologies is the manufacturing, research,
and development of advanced ceramics for external partners.
Lehi, Utah-based Tanner LLC, the Company's auditor since 2017,
issued a "going concern" qualification in its report dated March
27, 2024, citing that the Company has recurring losses from
operations and negative operating cash flows and needs to obtain
additional financing to finance its operations. These issues raise
substantial doubt about the Company's ability to continue as a
going concern.
As of June 30, 2024, SINTX Technologies had $15.30 million in total
assets, $6.45 million in total liabilities, and $8.85 million in
total stockholders' equity.
SKYX PLATFORMS: Registers 10.1M Shares for Possible Resale
----------------------------------------------------------
SKYX Platforms Corp. filed a preliminary prospectus on Form S-3
with the Securities and Exchange Commission relating to the offer
and resale, from time to time, by the selling securityholders -- GE
Trademark Licensing, Inc., SKY Opportunity I LLC, Freeman Caribbean
Investments, LLC, Proactive Capital Partners, LP, Steven Schmidt,
Steven Siegelaub, Robert Glaser, Leonard Sokolow, John Campi, Lefam
Family Limited Partnership, The Patricia Stein 2014 Irrevocable
Trust, Aubrey Strul, Garchik 2019 Irrevocable Trust, Barbara Lerner
ATF Article 3(A) Trust Under the Arthur H. Lerner 2007 GRAT, Harry
& Brenda Mittelman Revocable Living Trust, Jonathan Rich, and
Michael and Zelene Fowler -- of up to 10,101,256 shares of common
stock, no par value per share, consisting of:
(i) up to 934,580 shares of common stock that may be issued
upon conversion of $1,000,000 aggregate principal amount of an
outstanding convertible promissory note, dated April 11, 2024,
issued to GE Trademark Licensing, Inc., which is convertible into
shares of common stock at a conversion price of $1.07 per share;
(ii) up to 4,166,667 shares of common stock that may be issued
upon conversion of 200,000 outstanding shares of Series A Preferred
Stock, no par value per share, which have an original issue price
of $25.00 per share and are convertible into shares of common stock
at a minimum conversion price of $1.20 per share of common stock;
and
(iii) up to 5,000,009 shares of common stock that may be issued
upon conversion of 240,000 outstanding shares of Series A-1
Preferred Stock, no par value per share, which have an original
issue price of $25.00 per share and are convertible into shares of
common stock at a minimum conversion price of $1.20 per share of
common stock. The Series A Preferred Stock and Series A-1 Preferred
Stock were sold to certain accredited investors in a private
placement that closed on October 4, 2024.
SKYX Platforms will not receive any proceeds from the sale of the
shares by the Selling Securityholders. Its registration of the
shares of common stock covered by the prospectus does not mean that
the Selling Securityholders will offer or sell any of the shares of
common stock.
The Company will bear all costs, expenses and fees in connection
with the registration of the shares of common stock. The Selling
Securityholders will bear all commissions and discounts, if any,
attributable to their sales of the shares of common stock. The
Selling Securityholders and any of their permitted transferees may
offer and sell the shares covered by this prospectus in a number of
different ways and at varying prices.
SKYX Platforms' common stock is listed on The Nasdaq Stock Market
LLC under the symbol "SKYX." On October 29, 2024, the closing sale
price of its common stock as reported on Nasdaq was $1.35.
A full-text copy of the preliminary prospectus is available at:
https://tinyurl.com/2bytbdvc
About SKYX Platforms Corp.
SKYX Platforms Corp. offers a series of highly disruptive
advanced-safe-smart platform technologies, with over 97 U.S. and
global patents and patent pending applications. Additionally, the
Company owns over 60 lighting and home decor websites for both
retail and commercial segments. The Company's technologies place an
emphasis on high quality and ease of use, while significantly
enhancing both safety and lifestyle in homes and buildings. The
Company believes that its products are a necessity in every room in
both homes and other buildings in the U.S. and globally.
The Woodlands, TX-based M&K CPAS, PLLC, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
April 1, 2024, citing that the Company has an accumulated deficit,
negative cash flows from operations and recurring net losses, which
raise substantial doubt about its ability to continue as a going
concern.
For the year ended December 31, 2023, SKYX Platforms reported a net
loss of $39.7 million, compared to a net loss of $27 million for
the same period in 2022. As of June 30, 2024, SKYX Platforms had
$69.16 million in total assets, $59.68 million in total
liabilities, and a total stockholders' equity of $9.48 million.
SOLID BIOSCIENCES: Millennium Management Lowers Stake to 2.9%
-------------------------------------------------------------
Millennium Management LLC disclosed in a Schedule 13G/A filed with
the U.S Securities and Exchange Commission that as of September 30,
2024, it has ceased to be the beneficial owner of more than five
percent of Solid Biosciences, Inc.'s common stock, along with
Millennium Group Management LLC and Israel A. Englander, the sole
voting trustee of the managing member of Millennium Group
Management LLC.
As of September 30, Millennium Entities reported beneficial
ownership of 1,117,097 shares, representing 2.9% of the shares
outstanding.
A full-text copy of Millennium's SEC Report is available at:
https://tinyurl.com/49ewd9j4
About Solid Biosciences
Charlestown, Mass.-based Solid Biosciences, Inc. is a life sciences
company focused on advancing a portfolio of current and future gene
therapy candidates, including SGT-003 for the treatment of Duchenne
muscular dystrophy, SGT-501 for the treatment of catecholaminergic
polymorphic ventricular tachycardia, and additional assets for the
treatment of cardiac and other diseases, at different stages of
development with varying levels of investment.
The Company cautioned in its Form 10-Q Report for the quarterly
period ended March 31, 2024, that substantial doubt exists about
its ability to continue as a going concern. According to the
Company, as of March 31, 2024, it had an accumulated deficit of
$683.1 million. During the three months ended March 31, 2024, the
Company incurred a net loss of $24.3 million and used $25.2 million
of cash in operations. The Company expects to continue to generate
operating losses in the foreseeable future. Based upon its current
operating plan, the Company expects that its cash, cash
equivalents, and available-for-sale securities of $206.1 million,
excluding restricted cash of $1.8 million, as of March 31, 2024,
will be sufficient to fund its operating expenses and capital
expenditure requirements for at least 12 months. However, the
Company has based this estimate on assumptions that may prove to be
wrong, and its operating plan may change as a result of many
factors currently unknown to it.
As a result, the Company could deplete its capital resources sooner
than it currently expects. The Company expects to finance its
future cash needs through a combination of equity offerings, debt
financings, collaborations, strategic partnerships and alliances,
or licensing arrangements. If the Company is unable to obtain
funding, the Company would be forced to delay, reduce, or eliminate
some or all of its research and development programs, preclinical
and clinical testing, or commercialization efforts, which could
adversely affect its business prospects.
As of June 30, 2024, Scilex had $231 million in total assets, $37.7
million in total liabilities, and $193.2 million in total
stockholders' equity.
SOUTHERN WAY TRUCKING: Kimberly Strong Named Subchapter V Trustee
-----------------------------------------------------------------
The Acting U.S. Trustee for Region 5 appointed Kimberly Strong,
audit director at Harper, Rains, Knight & Company, P.A., as
Subchapter V trustee for Southern Way Trucking Company, LLC.
Ms. Strong will be paid an hourly fee of $250 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Strong declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Kimberly Strong
Harper, Rains, Knight & Company, P.A.
1052 Highland Colony Pwky, Suite 100
Ridgeland, MS 39157
Phone: (601) 605-0542
Email: kstrong@hrkcpa.com
About Southern Way Trucking Company
Southern Way Trucking Company, LLC operates in the general freight
trucking industry. The company is based in Armory, Miss.
Southern Way Trucking Company sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Miss. Case No.
24-13299) on October 21, 2024, with $100,000 to $500,000 in assets
and $1 million to $10 million in liabilities. Phillip Lockhart,
managing member, signed the petition.
The Debtor is represented by Craig M. Geno, Esq., at the Law
Offices of Craig M. Geno, PLLC.
SPIKE BODY: Gets Interim OK to Use Cash Collateral Until Dec. 20
----------------------------------------------------------------
Spike Body Werks Inc. received interim approval from the U.S.
Bankruptcy Court for the Northern District of Illinois, Eastern
Division to use the cash collateral of its secured creditors.
The interim order approved the use of cash collateral from Oct. 31
through Dec. 20 to cover post-petition expenses, including rent
($13,500), payroll ($20,000), parts ($15,000), and additional
operational costs.
To protect the interests of secured creditors, including Byline
Bank and the U.S. Small Business Administration, several measures
have been implemented. These include allowing inspections of the
company's books and records, maintaining insurance on collateral,
and providing regular variance reports. The company is also
required to ensure that the collateral is properly maintained and
managed.
Objections to the cash collateral usage are due by by December 13,
2024, and a further interim status.
The next hearing is scheduled for Dec. 17.
About Spike Body
Spike Body Werks, Inc., is an Illinois company engaged in the
business of autobody collision restoration and custom work.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-13885) on Oct. 17,
2023, with $1 million to $10 million in both assets and
liabilities. Pasquale Roppo, president, signed the petition.
Judge Donald R. Cassling oversees the case.
Scott R. Clar, Esq., at Crane, Simon, Clar & Goodman, represents
the Debtor as legal counsel.
SPIRIT AIRLINES: Eyes Bankruptcy Filing After Frontier Talks Fail
-----------------------------------------------------------------
Natalie Harrison and Reshmi Basu of Bloomberg News report that
Spirit Airlines Inc. is preparing to file for bankruptcy protection
after its merger talks with Frontier Group Holdings Inc. collapsed,
according to the Wall Street Journal.
The low-cost airline is in advanced talks with bondholders to
finalize a bankruptcy plan that would gain support from the
majority of its creditors, as it faces escalating losses and
approaching debt maturities, the Journal reported Tuesday, November
12, 2024, citing sources familiar with the situation.
The company could file for bankruptcy within weeks, the report
added. Spirit's stock dropped as much as 47% in after-hours
trading.
About Spirit Airlines
Spirit Airlines Inc. is a major United States ultra-low cost
airline headquartered in Miramar, Florida, in the Miami
metropolitan area.
As of March 31, 2024, the Company had $9.5 billion in total assets,
$8.5 billion in total liabilities, and $1 billion in total
stockholders' equity.
* * *
In June 2024, S&P Global Ratings lowered its issuer credit rating
on Spirit Airlines Inc. to 'CCC' from 'CCC+'. S&P also lowered its
ratings on Spirit's enhanced equipment trust certificates (EETCs)
by one notch, in line with the lower issuer credit rating. The
negative outlook reflects the uncertainty around the company's
ability to address its upcoming 2025 maturities, the sustainability
of its capital structure over the longer term, and S&P's view that
a distressed exchange is likely.
In January 2024, Moody's Investors Service downgraded its ratings
of Spirit Airlines, including the corporate family rating to Caa2
from Caa1 and probability of default rating to Caa2-PD from
Caa1-PD. Moody's also downgraded the backed senior secured rating
assigned to Spirit IP Cayman Ltd.'s 8% senior notes, which are
secured by the company's loyalty program and brand IP, to Caa2 from
B2. The speculative grade liquidity rating remains unchanged at
SGL-3 and the rating outlook remains negative. The downgrade of the
corporate family rating to Caa2 reflects Moody's belief that the
potential of a default has increased since Judge William Young
ruled in January that the agreed acquisition by JetBlue Airways
Corp. would be anti-competitive and a violation of the Clayton Act.
The downgrades of the CFR as well as of the senior notes secured by
Spirit's loyalty program IP and brand IP reflect the increased
potential of a default and less than a full recovery, whether in a
formal reorganization or if the senior secured notes are refinanced
or retired for less than face value. The Caa2 instrument rating
incorporates a negative one notch override of the LGD model to
reflect the potential for a more than nominal loss on the
instrument in a restructuring or exchange scenario. Following the
ruling on January 16, the market price of the notes fell to around
50 from the low to mid-70s since mid-November. The notes price has
increased to the low 60s following the announcement that Spirit and
JetBlue would appeal the District Court's ruling.
Moody's continues to expect Spirit's operations to generate an
operating loss in 2024 and again in 2025 on a reported basis.
Moody's forecasts about breakeven operating cash flow in 2024, an
improvement from its forecast for negative $150 million in 2023.
Moody's projects cash to fall from the $1.1 billion on hand on
September 30, 2023, towards $700 million by the end of 2024.
The Company's $300 million revolver expires on September 30, 2025.
Alternate sources of liquidity are very limited.
In September 2023, Egan-Jones Ratings Company maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by Spirit Airlines, Inc.
SPIRIT AIRLINES: In "Advanced" Talks With Bondholders
-----------------------------------------------------
Spirit Airlines, Inc. (NYSE: SAVE) said that discussions with a
supermajority of its secured bondholders for a debt restructuring
deal have "advanced materially" and are "continuing in the near
term".
Spirit Airlines announced Nov. 12, 2024, that it had filed a Form
12b-25 with the Securities and Exchange Commission disclosing that
it is unable to file its quarterly report on Form 10-Q for the
quarter ended Sept. 30, 2024, by the prescribed due date.
"As previously disclosed, the Company has been in active and
constructive discussions with holders of its senior secured notes
due 2025 and convertible senior notes due 2026 with respect to
restructuring the obligations owed by the Company to the
Noteholders, as well as exploring strategic alternatives and other
ways to improve liquidity for the Company. The negotiations, with
a supermajority of the Noteholders, have remained productive, have
advanced materially and are continuing in the near term, but have
also diverted significant management time and internal resources
from the Company's processes for reviewing and completing its
financial statements and related disclosures," the Company said in
the SEC filing.
"If a definitive agreement with such Noteholders is reached and
documented, it would be effectuated through a statutory
restructuring that is not expected to impair general unsecured
creditors, employees, customers, vendors, suppliers, aircraft
lessors or holders of secured aircraft indebtedness, but, if
effectuated, is expected to lead to the cancellation of the
Company's existing equity. If a definitive agreement with the
Noteholders is not reached, the Company will consider all
alternatives."
The Company added that it estimates its third quarter 2024
operating margin and adjusted operating margin will each be
approximately 12 percentage points lower than the operating margin
and adjusted operating margin reported for the third quarter 2023
due to lower total operating revenues and higher total operating
expenses. Total operating revenues are estimated to have decreased
approximately $61 million compared to the third quarter 2023
primarily due to lower average yields, including the negative
impact from the Company no longer charging for change and
cancellation fees. Total operating expenses are estimated to have
increased approximately $46 million and adjusted operating expenses
are estimated to have increased approximately $52 million compared
to the third quarter 2023. Total operating expenses and adjusted
operating expenses are estimated to be higher year over year
primarily due to an increase in aircraft rent expense, other
operating expense, salaries, wages and benefits, and landing fees
and other rents expense. These increases were partially offset by
a decrease in aircraft fuel expense.
In its Form 10-Q for the second quarter, Spirit disclosed $9.559
billion in assets against $8.750 billion in liabilities as of June
30, 2024.
The Company said in October that consistent with its previously
provided guidance, the airline expects to end the year 2024 with
over $1.0 billion of liquidity, including unrestricted cash and
cash equivalents, short-term investment securities and additional
liquidity initiatives, assuming that the Company is able to
consummate those initiatives that are currently in process.
About Spirit Airlines
Spirit Airlines (NYSE: SAVE) is a leading low-fare carrier
committed to delivering the best value in the sky by offering an
enhanced travel experience with flexible, affordable options.
Spirit serves destinations throughout the United States, Latin
America and the Caribbean with its Fit Fleet, one of the youngest
and most fuel-efficient fleets in the U.S. On the Web:
http://wwww.spirit.com/
SQUARE ONE PRESERVATION: 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
Square One Preservation, LLP.
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
Square One Preservation
Square One Preservation, LLP sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-16033) on
October 25, 2024, with $100,001 to $500,000 in both assets and
liabilities.
Judge Timothy A. Barnes presides over the case.
Joel A. Schechter, Esq., at the Law Offices of Joel Schechter
represents the Debtor as bankruptcy counsel.
STRATEGIC ACQUISITIONS: Posts $29,948 Net Loss in Fiscal Q3
-----------------------------------------------------------
Strategic Acquisitions, Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $29,948 on $16,177 of total revenues for the three
months ended September 30, 2024, compared to a net loss of $30,560
on $13,747 of total revenues for the three months ended September
30, 2023.
For the nine months ended September 30, 2024, the Company reported
a net loss of $95,906 on $43,671 of revenues, compared to a net
loss of $118,281 on $45,191 of revenues for the same period in
2023. As of September 30, 2024, the Company had cash of $25,757 and
a shareholders' deficit of $53,219.
Management plans to seek debt and/or equity financing to operate
until such times as the Company has established sufficient ongoing
revenues to cover its costs. However, there is no assurance that
management will be successful in accomplishing its plan.
As of September 30, 2024, the Company had $27,402 in total assets,
$80,621 in total liabilities, and $53,219 in total stockholders'
deficit.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/4ywtjp24
About Strategic Acquisitions
Short Hills, N.J.-based Strategic Acquisitions, Inc. develops
proprietary software technology platform. The Company provides an
integrated service for origination, documentation, and servicing of
collateralized loans. The Company conducts its operations through
Exworth Union Inc.
SWC INDUSTRIES: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Thirteen affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
SWC Industries LLC (Lead Case) 24-51721
One International Place
31st Floor
Boston MA 02110
SWC CeraTek LLC 24-51720
SWC Limited Partnership 24-51722
SWC Holdings, LLC 24-51723
Yuba Heat Transfer LLC 24-51724
SWC Aluminum Properties, L.L.C. 24-51725
SencorpWhite, Inc. 24-51727
Accu-Seal SencorpWhite, Inc. 24-51728
IITI Acquisition LLC 24-51729
SWC White Systems LLC 24-51730
Intek Integration Technologies, Inc. 24-51731
Minerva Associates, Inc. 24-51732
SWC Tool Properties, LLC 24-51733
Business Description: With principal operations in California and
Massachusetts, the Company manufactures a
range of innovative sealing and logistics
equipment -- and offers related services --
that create efficiencies and reduce costs
across multiple industries. In addition,
the Company's San Diego-based business
designs and develops a full suite of
software designed to improve warehouse
operations.
Chapter 11 Petition Date: November 13, 2024
Court: United States Bankruptcy Court
Northern District of California
Judge:
Debtors'
Restructuring
Co-Counsel,
Local Counsel: Robert Harris, Esq.
Reno Fernandez, Esq.
BINDER MALTER HARRIS & ROME-BANKS LLP
2775 Park Ave.
Santa Clara CA 95050
Tel: (408) 295-1700
Email: rob@bindermalter.com
reno@bindermalter.com
Debtors'
Lead
Restructuring
Counsel: C. Luckey McDowell, Esq.
Ian E. Roberts, Esq.
ALLEN OVERY SHEARMAN STERLING US LLP
2601 Olive Street, 17th Floor
Dallas, TX 75201
Phone: (212) 271-5777
Email: luckey.mcdowell@aoshearman.com
ian.roberts@aoshearman.com
William S. Holste, Esq.
599 Lexington Avenue
New York, NY 10022
Phone: (212) 848-4000
Email: william.holste@aoshearman.com
Debtors'
Financial
Advisor: GETZLER HENRICH & ASSOCIATES LLC
Debtors'
Investment
Banker: GORDIAN GROUP, LLC
Debtors'
Notice &
Claims
Agent and
Administrative
Advisor: STRETTO, INC.
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $50 million to $100 million
The petitions were signed by David R. Campbell as chief
restructuring officer.
A full-text copy of the Lead Debtor's petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/YDWQO3A/SWC_Industries_LLC__canbke-24-51721__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Michael Jans & Deborah Kay Jans Legal $12,000,000
Cooney & Cooney Claimant
120 N La Salle St Suite 3000
Chicago, IL 60602
2. Service Metal Fabricating Trade Debts $676,973
10 Stickle Ave
Rockaway NJ 07866
Email: im@servicemetal.com;
REscobar@servicemetal.com
3. Automated Storage/Retriev Trade Debts $215,401
3 Schenkers Drive
Kenner LA 70062
Ferguson, Cynthia
Email: CFerguson-7333@sencorpwhite.com
4. James Franklin Kirby (Yuba) Legal $125,000
Shrder & Associates, LLP Settlement
9 E Greenway Plaza Suite 2300
Houston, TX 77046
5. Eastern Industrial Automation Trade Debts $100,379
P. O. Box 540647
Waltham, MA 02254-0647
Email: ar.payments@easternia.com
6. Robert And Alicia Hanselman Legal $75,000
Shrder & Associates Settlement
9 E Greenway Plaza Suite 2300
Houston, TX 77046
7. Dickie Mccamey Legal Fees $66,961
2 PPG Place, Ste 400
Pittsburg, PA 15222-5402
8. Gibson Engineering Trade Debts $49,812
Department 1150
P. O. Box 986500
Boston, MA 02298-6500
Email: remit@gibsonengineering.com
9. Fastenal Trade Debts $46,064
P. O. Box 1286
Winona, MN 55987-1286
Email: Whitesystems@fastenal.com
10. Rogers General Machining Trade Debts $43,593
181 Ludlow Road
Chicopee, MA 01020
Email: sales.rgminc@gmail.com
11. I Automation Trade Debts $41,453
9 Forge Parkway
Franklin, MA 02038
Email: register@i-automation.com
12. George Snell Legal $40,000
156 N Main St, Settlement
Edwardsville, IL 62025
13. Ab-Wey Machine & Die Trade Debts $32,235
51 School Street
Pembroke, MA 02359
Email: Abwey@aol.comABWEYDL@AOL.COM
14. James Weber (Yuba) Legal $30,000
Koppers Building Settlement
436 Seventh Ave #700
Pittsburgh, PA 15219
15. James Weber Legal $30,000
Koppers Building, Settlement
436 Seventh Ave #700
Pittsburgh, PA 15219
16. Motion Industries Inc. Trade Debts $29,024
(Formerly Kaman Ind. Tech)
1605 Alton Road
Irondale, AL 35210
Email: john.mccoy@motion.com;
David.Danielson@kdgcorp.com
17. Keyes Quality Metals & Trade Debts $26,348
Engineering
144 West Britannia St
Taunton, MA 02780
Email: zhorton@keyesquality.com
18. Airline Hydraulics Corp Trade Debts $23,602
P. O. Box 536746
Pittsburg, PA 15253-5909
Email: RLejeune@airlinehyd.com;
Josh Howlett
SWC INDUSTRIES: Files for Chapter 11 to Pursue Sale
---------------------------------------------------
SWC Industries LLC sought Chapter 11 protection to seek a breathing
room while it searches for a buyer for the business.
SWC LP was formed in 1987 for the purpose of acquiring several
operating divisions from Avondale Industries, Inc., each of which
was heavily focused on rust-belt manufacturing or ship-yard
industries. As the Company grew, it diversified its holdings
through (i) acquisitions of companies operating in the medical and
scientific industries and (ii) divestitures of the original
Avondale operations. Today, the Company boasts principal operations
in California and Massachusetts -- with sales in almost every state
in between -- and manufactures and provides aftermarket services
for a range of innovative equipment across many industries. In
addition, the Company's California-based subsidiary designs and
develops a full suite of software designed to improve warehouse
operations.
As of the Petition Date, the Debtors had outstanding secured and
unsecured indebtedness in an aggregate principal amount (plus
accrued interest) of approximately $52.6 million. This includes
approximately $26.4 million in debt secured by the assets of SWC LP
and SWC Holdings, unsecured notes issued by SencorpWhite in the
amount of $26.2 million, and unsecured trade obligations of the
Debtors in the aggregate amount of $2,408,344. Certain of the
Debtors also have contingent or unliquidated liabilities relating
to outstanding letters of credit and pending litigation claims.
David R. Campbell, a managing director of Getzler Henrich &
Associates LLC and presently the chief restructuring officer of the
Debtors, explains in court filings that in recent years various
challenges have led to a steady decline in the Debtors' financial
performance. In short, the increasing cost of capital, mounting
legacy liabilities, and related litigation expenses have diminished
the Debtors' ability to access growth capital and maintain
liquidity.
The Debtors also disclosed that SWC Limited Partnership, the parent
company, regularly defends itself in asbestos litigation resulting
from the assumption of historical Avondale liabilities,
substantially all of which relate to products and employees that
pre-date the Debtors' ownership and control of the business.
Although not the original tortfeasor or polluter (or at least not
in control thereof) in any of the claims that have been brought
against them, the Debtors have been named as defendants in numerous
environmental remediation and asbestos-related lawsuits, pending
now in approximately 20 states, and are expected to be named in
future lawsuits. Furthermore, legislative changes, including a 2015
amendment to the Illinois statute of limitations on
asbestos-related claims, have expanded the Debtors' exposure to
potential liability and litigation expense.
Advisors
On July 1, 2024, SWC Parent entered into an agreement to outsource
administrative and other management functions to Connell Family
Office & Management, LLC, a third-party provider affiliated with
the Company’s equity holders.
In addition, Allen Overy Shearman Sterling US LLP, who had long
advised the Company, took on an expanded role of providing counsel
regarding a restructuring and potential sale of the Debtors’
business. In July 2024, the Company engaged the Gordian Group for
investment banking and related advisory services, to lead the
Company's efforts with respect to such a sale. And in late
September 2024, the Company hired Getzler Henrich and appointed
Campbell as CRO. Collectively, these advisors have worked with the
Company and its independent manager to place the go-forward
business on a firm footing, preserve jobs and customer
relationships, and maximize the value of the Debtors' assets for
the benefit of their stakeholders.
According to Mr. Campbell, the near-term impetus for the
commencement of the Chapter 11 cases was the Debtors' inability to
secure long-term financing sufficient to fund all aspects of their
business, particularly that of the Debtors that are not associated
with the SencorpWhite operations. The Debtors' cash flow
shortfalls have historically been bridged by the prepetition
secured loans. WCMC Investments LLC, a non-debtor entity
affiliated with certain of the ultimate equity owners of the
Debtors, made clear, however, that it would no longer lend or
otherwise invest in the Company, presumably due to its net
financial performance and certain challenges the Company was
facing.
Preliminary Bids by Mid-December
The Debtors launched a marketing process for the sale of the
Debtors' operating assets. They have commenced the Chapter 11
Cases to consummate that sale process, stay and centralize as much
as possible the multiple litigations pending against them, and
prosecute a chapter 11 plan of liquidation.
As of shortly before the Petition Date, the Company had contacted
approximately 144 potential strategic and financial bidders, of
which 65 have executed non-disclosure agreements to gain access to
confidential materials for due diligence purposes. The Debtors plan
to seek bids for the entire Company but also for the four
individual operating subsidiaries. The Debtors have asked parties
to submit initial indications of interest by no later than Dec. 12,
2024.
About SWC Industries
With principal operations in California and Massachusetts, SWC
Industries LLC manufactures a range of innovative sealing and
logistics equipment -- and offers related services -- that create
efficiencies and reduce costs across multiple industries. In
addition, the Company's San Diego-based business designs and
develops a full suite of software designed to improve warehouse
operations.
SWC Industries LLC and 12 affiliates sought Chapter 11 protection
(Bankr. N.D. Cal. Case No. 24-51721) on Nov. 13, 2024.
SWC listed assets and debt of $50 million to $100 million as of the
bankruptcy filing.
The Debtors tapped ALLEN OVERY SHEARMAN STERLING US LLP as lead
restructuring counsel; BINDER MALTER HARRIS & ROME-BANKS LLP as
restructuring co-counsel and local counsel; GETZLER HENRICH &
ASSOCIATES LLC as financial advisor; and GORDIAN GROUP, LLC, as
investment banker. STRETTO, INC., is the claims agent.
TAMPA BAY SPEECH-LANGUAGE: Subchapter V Trustee Named
-----------------------------------------------------
The U.S. Trustee for Region 21 appointed Ruediger Mueller of TCMI,
Inc. as Subchapter V trustee for Tampa Bay Speech-Language &
Reading Clinic, LLC.
Mr. Mueller 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. Mueller declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Ruediger Mueller
TCMI, Inc.
1112 Watson Court
Reunion, FL 34747
Telephone: (678) 863-0473
Facsimile: (407) 540-9306
Email: truste@tcmius.com
About Tampa Bay Speech-Language
& Reading Clinic
Tampa Bay Speech-Language and Reading Clinic, LLC sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case
No. 24-06271) on October 25, 2024, with up to $50,000 in assets and
up to $500,000 in liabilities. Julie L. Kogut, director, signed the
petition.
Judge Roberta A. Colton oversees the case.
Buddy D. Ford, Esq., at Buddy D. Ford, P.A., represents the Debtor
as legal counsel.
TAMPA BAY SPEECH: Hires Buddy D. Ford P.A as Legal Counsel
----------------------------------------------------------
Tampa Bay Speech-Language & Reading Clinic, LLC seeks approval from
the U.S. Bankruptcy Court for the Middle District of Florida to
hire Buddy D. Ford, P.A. as counsel.
The firm will provide these services:
a. analyzing the financial situation, and rendering advice and
assistance to the Debtor in determining whether to file a petition
under Title 11, United States Code;
b. advising the Debtor with regard to the powers and duties
of the debtor and as Debtor-in-Possession in the continued
operation of the business and management of the property of the
estate;
c. preparing and filing of the petition, schedules of assets
and liabilities, statement of affairs, and other documents required
by the Court;
d. representing the Debtor at the Section 341 Creditors'
meeting;
e. giving the Debtor legal advice with respect to its powers
and duties as Debtor and as Debtor-in Possession in the continued
operation of its business and management of its property; if
appropriate;
f. advising the Debtor with respect to its responsibilities in
complying with the United States Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
g. preparing, on the behalf of your Applicant, necessary
motions, pleadings, applications, answers, orders, complaints, and
other legal papers and appear at hearings thereon;
h. protecting the interest of the Debtor in all matters
pending before the court;
i. representing the Debtor in negotiation with its creditors
in the preparation of the Chapter 11 Plan; and
j. performing all other legal services for Debtor as
Debtor-in-Possession which may be necessary, and it is necessary
for Debtor as Debtor-in-Possession to employ this attorney for such
professional services.
The firm will be paid at these rates:
Buddy D. Ford $450 per hour
Jonathan A. Semach $400 per hour
Heather M. Reel $350 per hour
Paralegal $150 per hour
The firm was paid by the Debtor a retainer in the amount of
$15,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Buddy D. Ford, Esq., a partner at Buddy D. Ford, 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:
Buddy D. Ford, Esq.
Buddy D. Ford, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Telephone: (813) 877-4669
Email: Buddy@tampaesq.com
About Tampa Bay Speech-Language
& Reading Clinic
Tampa Bay Speech-Language and Reading Clinic, LLC sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case
No. 24-06271) on October 25, 2024, with up to $50,000 in assets and
up to $500,000 in liabilities. Julie L. Kogut, director, signed the
petition.
Judge Roberta A. Colton oversees the case.
Buddy D. Ford, Esq., at Buddy D. Ford, P.A., represents the Debtor
as legal counsel.
TARRANT COUNTY SENIOR: Unsecureds Will Get 100% of Claims in Plan
-----------------------------------------------------------------
Tarrant County Senior Living Center, Inc. d/b/a Stayton at Museum
Way filed with the U.S. Bankruptcy Court for the Northern District
of Texas a Disclosure Statement describing Prepackaged Plan of
Reorganization dated October 1, 2024.
Incorporated in 2006, Stayton is a not-for-profit corporation that
owns and operates a best in-class continuing care retirement
community in Fort Worth, Texas dedicated to giving its residents a
vibrant, active, and independent lifestyle.
Following a default under its bond documents in June and December
2021, Stayton retained nationally recognized restructuring
consultants to help advise the Stayton on improving its financial
position and entered into negotiations with the Trustee and the
Supporting Holders to explore options for Stayton's long-term
financial position.
The negotiations culminated in a marketing and sale process,
including an auction and the selection of the Plan Sponsor as the
winning bidder. In connection therewith, the parties entered into
the Plan Support Agreement by and among the Debtor, the Trustee,
the Supporting Holders, and the Plan Sponsor on February 7, 2024.
The Plan Support Agreement provides for a refinancing transaction
(the "Refinancing Transaction") to be implemented pursuant to the
Plan as follows:
* the substitution of the Plan Sponsor as the sole member of
the Debtor through a Membership Substitution Agreement dated May
31, 2024 (the "Membership Substitution Effective Date");
* a consensual, tax exempt refinancing of the Bonds, reducing
the outstanding principal amount of the Bonds by approximately 28%
from an initial principal amount of $112,261,464 to $81,000,000
(the "Bond Refinancing");
* an agreement by the Trustee to forbear from exercising
remedies under the Original Bond Documents while the Debtor pursues
the Bond Refinancing;
* an agreement by the Plan Sponsor to provide $15,000,000 in
additional liquidity to support the Refinancing Transaction
comprised of (a) $5,000,000 equity contribution used to fund (1)
administrative expenses and costs of issuance of the Series 2024
Bonds, (2) $1,825,000 in advisor fees incurred by the Stayton prior
to the Membership Substitution Effective, and (3) working capital,
and (ii) $10,000,000 to be issued pursuant to that certain
Subordinated Promissory Note, dated May 31, 2024, between the
Debtor and Buckner Foundation, Inc. (the "Subordinated Note"), of
which $6,666,666.66 has been funded to the Debtor, with the
remaining amount available to the Debtor to supplement liquidity in
the event the Debtor does not satisfy the liquidity requirements
under the Series 2024 Bond Documents; and
* a pre-packaged chapter 11 bankruptcy proceeding to implement
the Bond Refinancing.
The restructuring contemplated by the Plan is a significant
achievement for Stayton. Indeed, the Plan is supported by several
of the Debtor's key stakeholders, including, (i) BOKF, N.A., as
Successor Trustee (the "Master Trustee" under the Original Master
Indenture, the "Bond Trustee" under the Bond Indenture, and, for
purposes of this Disclosure Statement, the "Trustee"), at the
direction of the Supporting Holders; (ii) each beneficial holder or
investment manager or advisor for such beneficial holders of the
Bonds that are signatories to the Plan Support Agreement or execute
joinders thereto, which holders currently collectively hold at
least 67% of the aggregate principal amount of the outstanding
Bonds, (each referred to herein as a "Supporting Holder" and,
collectively, as the "Supporting Holders"); and (iii) Buckner
Retirement Services, Inc. ("Buckner" or the "Plan Sponsor, " and,
together with the Debtor, the Trustee, and the Supporting Holders,
the "Plan Support Parties").
Class 4 consists of all General Unsecured Claims against the
Debtor. Except to the extent that a Holder of an Allowed General
Unsecured Claim against the Debtor agrees to a different treatment
of such Claim, on and after the Effective Date, the Reorganized
Debtor shall continue to pay or dispute each General Unsecured
Claim in the ordinary course of business as if the Chapter 11 Case
had never been commenced. This Class will receive a distribution of
100% of their allowed claims.
The Debtor is a nonprofit corporation, and, as such, there are no
equity interests in the Debtor to be classified and treated under
the Plan.
A full-text copy of the Disclosure Statement dated October 1, 2024
is available at https://urlcurt.com/u?l=BRl0VB from
PacerMonitor.com at no charge.
The Debtor's Counsel:
Martin A. Sosland, Esq.
Candice Carson, Esq.
BUTLER SNOW LLP
2911 Turtle Creek Blvd., Suite 1400
Dallas, Texas 75219
Tel: (469) 680-5500
Fax: (469) 680-5501
E-mail: martin.sosland@butlersnow.com
candice.carson@butlersnow.com
- and -
Adam M. Langley, Esq.
Kenneth Groce, Esq.
BUTLER SNOW LLP
6075 Poplar Avenue, Suite 500
Memphis, TN 38119
Tel: (901) 680-7200
Fax: (901) 680-7201
E-mail: adam.langley@butlersnow.com
kenneth.groce@butlersnow.com
- and -
Xan Flowers, Esq.
BUTLER SNOW LLP
1819 Fifth Avenue North, Suite 1000
Birmingham AL 35203
Tel: (205) 297-2200
Fax: (205) 297-2201
E-mail: xan.flowers@butlersnow.com
About Tarrant County Senior Living Center
Incorporated in 2006, Stayton owns and operates a continuing care
retirement community in Fort Worth, Texas dedicated to giving its
residents a vibrant, active, and independent lifestyle. Stayton
offers its senior residents a continuum of care in a luxury
campus-style setting, providing living accommodations and related
health care and support services to a market of seniors aged 62 and
older.
Tarrant County Senior Living Center, Inc. filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Tex. Case No. 24-80068) on October 1, 2024, listing $100
million to $500 million in assets and $100 million to $500 million
in liabilities. The petition was signed by Jeff Gentry as SVP and
chief financial officer.
Judge Scott W Everett presides over the case.
Candice Marie Carson, Esq. at Butler Snow LLP represents the Debtor
as counsel.
TASEKO MINES: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed Taseko Mines Limited's Long-Term Issuer
Default Rating at 'B-', senior secured second lien notes at 'B-'
with a Recovery Rating of 'RR4', and senior secured revolver at
'BB-'/'RR1'. The Rating Outlook is Stable.
The ratings reflect Taseko's limited scale, concentration on one
operation and cost position in the fourth quartile of the global
copper cost curve. The Stable Outlook reflects Fitch's view that
EBITDA leverage will remain below 4.0x while the Florence Copper
project is being developed.
Key Rating Drivers
Limited Scale: Taseko's ratings reflect the company relative
limited scale and higher concentration by operation and metal
compared with its rated peers. While it owns one large-scale
operating copper mine in a favorable mining jurisdiction, its costs
are in the fourth quartile of CRU Group's cost curve (Gibraltar in
British Columbia [BC], Canada). The company is working to develop
its 100% owned Florence Copper project (in Arizona), which Fitch
estimates would reduce the company's overall cost position by
around 15% and increase production by about two-thirds once fully
operational.
Low Execution Risk: Construction of the Florence Copper project is
underway and Fitch believes that cash on hand, financing in place,
and FCF from Gibraltar will be sufficient to support remaining
development. The project is designed to use in-situ copper recovery
rather than conventional mining. The project's execution risk is
low and Taseko expects first cathode production in 4Q25, followed
by another 18 months of ramp up.
Minimal Other Longer-Term Development: Fitch does not expect
material spending on other development until after Florence Copper
has ramped up. The company is evaluating the Yellowhead copper
project in BC, and other early-stage projects include: Aley
(niobium), and New Prosperity (gold and copper) each in BC.
Subsidiaries owning Yellowhead, Aley and New Prosperity are
unrestricted subsidiaries under the notes.
Copper Sensitivity: Taseko reports that a USD0.25/lb. increase in
copper prices increases Gibraltar's annual cash flow by USD28
million based on life of mine averages. Fitch assumes the 2024
average copper price will be about USD4.00/lb, decreasing to about
USD3.81/lb. in 2025 and USD3.40/lb. thereafter. This compares with
Taseko's 2023 average realized copper price of USD3.84/lb. and
current copper prices at about USD4.28/lb. Taseko enters into
copper option contracts to reduce short-term copper price
volatility.
Leverage Inline: Fitch expects EBITDA leverage to be in a range of
3.5x-4.0x through 2025. Longer-term, Fitch expects the completion
of Florence Copper to bring higher earnings and allow debt
repayment, thereby reducing financial leverage, absent changes to
capital allocation policies.
Derivation Summary
Taseko is smaller, less diversified and less profitable than Hudbay
Minerals Inc. (BB-/Stable), Ero Copper Corp. (B/Stable) and First
Quantum Minerals Ltd. (B/Rating Watch Negative). Taseko has higher
leverage than peers, but development of the low-cost Florence
Copper project is expected to increase size, improve profitability
and lower leverage.
Key Assumptions
- Taseko's interest in Gibraltar production at about 99 million
pounds in 2024 increasing to about 117 million pounds, on average,
per year thereafter;
- Copper prices incorporate Taseko's hedges and Fitch assumptions
of USD8,800/tonne in 2024, USD8,400/tonne in 2025, and
USD7,500/tonne thereafter;
- Gibraltar operating expenses decline from USD2.68/lb. in 2024 to
USD2.30/lb. longer-term;
- Taseko's share of Gibraltar capex at roughly CAD64 million in
2025 and CAD60 million per year on average thereafter;
- The Florence Copper project proceeds roughly in line with the
technical report dated March 30, 2023;
- Other than announced transactions and potential transactions, no
other financing activities.
Recovery Analysis
Key Recovery Rating Assumptions
The recovery analysis assumes that Taseko would be reorganized as a
going-concern in bankruptcy rather than liquidated. Fitch notes
that Florence Copper entities provide unsecured guarantees of the
notes but the project is in development, is partially financed on a
secured basis, will take 18 months to construct and a further 18
months to fully ramp-up. Fitch does not include Florence Copper
production in its recovery analysis.
Fitch has assumed a 10% administrative claim.
Going-Concern (GC) Approach
- Taseko's GC EBITDA assumption comprises it's 100% interest in
Gibraltar calculated at copper prices of USD3.25/lb. and cash
operating costs at USD2.68/lb. and deducts CAD15 million to reflect
the annual carry for the Cariboo obligations;
- The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which Fitch bases the
enterprise valuation;
- An enterprise value (EV) multiple of 4.0x EBITDA is applied to
the GC EBITDA to calculate a post-reorganization EV. This reflects
Gibraltar's higher cost position as well as solid reserve life and
low country risk. The choice of this multiple considered similar
public mining companies which trade at EBITDA multiples in the
4x-6x range;
- Gibraltar has secured equipment loans which are deemed senior to
the revolver. The revolver has priority over the notes;
- Fitch assumes the USD110 million revolving credit facility is
fully utilized in its recovery analysis;
- The calculated EV assumption, after administrative claim is
CAD432 million.
The EV after administrative claims results in outstanding recovery
for Taseko's first lien secured revolving credit facility
corresponding to a recovery rating of 'RR1' and average recovery
corresponding to the 'RR4' rating on Taseko's senior secured
notes.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Visibility into completion and ramp-up of the Florence Copper
project;
- EBITDA leverage sustained below 3.5x.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- FCF materially below expectations;
- Increased costs or material disruption at Gibraltar;
- Addition of senior secured debt that weakens recovery prospects
of the second lien notes;
- EBITDA leverage sustained above 4.5x.
Liquidity and Debt Structure
Supportive Liquidity: As of Sept. 30, 2024, Taseko had CAD208.8
million in cash and full available under its USD80 million
revolving credit facility maturing on July 2, 2026. In November
2024, the company increased its revolver to USD110 million and
extended the maturity to November 2027. Fitch expects Taseko's
share of Gibraltar 2024 FCF to be in the CAD60 million range.
The Gibraltar joint venture has an uncommitted CAD7 million credit
facility to provide letters of credit (LOCs) to Gibraltar suppliers
to support trade finance. At Sept. 30, 2024, CAD3.75 million in LOC
were outstanding under the facility. There is also an annually
renewable USD4 million LOC facility available to key contractors in
conjunction with the development of Florence Copper. Any LOC's to
be issued under the facility will benefit from an Export
Development Canada guarantee.
Issuer Profile
Taseko is a small mining company headquartered in Vancouver, BC
that operates one large-scale, high-cost copper mine in Canada
(Gibraltar) and owns a pipeline of projects including Florence
Copper (under development), Aley (niobium), Yellowhead (copper) and
New Prosperity (gold and copper).
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Taseko Mines Limited LT IDR B- Affirmed B-
Senior Secured
2nd Lien LT B- Affirmed RR4 B-
senior secured LT BB- Affirmed RR1 BB-
TERRAFORM LABS: Wu Case Withdrawn from Mediation
------------------------------------------------
Magistrate Judge Christopher J. Burke of the United States District
Court for the District of Delaware has determined that mediation is
not appropriate in the case captioned as REX WU, Appellant, v.
TERRAFORM LABS PTD, LTD, et al., Appellees, Civil Action No.
24-1080-GBW (D. Del.), and recommended that the assigned District
Judge issue an order withdrawing the matter from mediation and
setting the following appellate briefing schedule (agreed to by the
parties):
Appellant's Opening Brief: December 16, 2024
Appellees' Responsive Brief: January 30, 2025
Appellant's Reply Brief: March 3, 2025
A copy of the Court's decision dated November 4, 2024, is available
at https://urlcurt.com/u?l=RHeD2o
About Terraform Labs
Terraform Labs Pte. Ltd. -- https://www.terra.money/ -- is a
startup that created Terra, a blockchain protocol and payment
platform used for algorithmic stablecoins. It was co-founded by Do
Kwon and Daniel Shin in 2018 in Seoul, South Korea.
Terraform Labs introduced its first cryptocurrency token, TerraUSD,
in 2019. Investment firms like Arrington Capital, Coinbase
Ventures, Galaxy Digital, and Lightspeed Venture Partners helped
Terraform Labs raise more than $200 million.
The collapse of the stablecoins TerraUSD (UST) and Luna in May 2022
caused the temporary suspension of the Terra network, wiping out
over $45 billion in market capitalization in a single week.
Both of Terra Form Labs' founders have encountered legal problems
as a result of the devaluation of the company's currency. In
September 2022, South Korean prosecutors filed a warrant for Do
Kwon's arrest. He was also added to Interpol's Red Notice list,
which urges other law enforcement to find and detain him.
Terraform Labs Pte. Ltd. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-10070) on Jan. 22,
2024. In the petition filed by Chris Amani, as chief executive
officer, the Debtor estimated assets and liabilities between $100
million and $500 million each.
The Debtor is represented by:
Zachary I Shapiro, Esq.
Richards, Layton & Finger, P.A.
1 Wallich Street
#37-01
Guoco Tower 078881
TERVIS TUMBLER: Committee Taps Nperspective as Financial Advisor
----------------------------------------------------------------
The official committee of unsecured creditors of Tervis Tumbler
Company seeks approval from the U.S. Bankruptcy Court for the
Middle District of Florida to employ Nperspective Advisory
Services, LLC as financial advisors.
The firm's services include:
a. analysis and feedback related to various financial matters
involving the Debtor and the unsecured creditors;
b. analysis of the Debtor's solvency at various points in time
based on available information;
c. analysis of the Debtor's plan of reorganization and
projections; and
d. other consulting or analysis as the Committee may request.
Np fees for these services will be $395 per hour. Other Np
personnel may work on this
engagement and will be billed at rates equal to or less than $395
per hour.
William (Bill) A Long, Jr., CPA, partner/managing partner of
NPerspective, 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:
William (Bill) A Long, Jr., CPA
Nperspective Advisory Services, LLC
941 W. Morse Blvd, Suite 100
Winter Park, FL 32789
Phone: (407) 679-7600
About Tervis Tumbler Co.
Tervis Tumbler Co. -- https://www.tervis.com -- is a
third-generation American-owned and operated company, renowned for
the durable construction of its drinkware, the timelessness of its
decorations and designs, and the insulation qualities.
Tervis sought relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. M.D. Fla. Case No. 24-05274) on September 5, 2024, with $10
million to $50 million in both assets and liabilities. Hosana
Fieber, president and chief executive officer, signed the
petition.
Judge Roberta A. Colton oversees the case.
The Debtor is represented by Steven M. Berman, Esq., at Shumaker,
Loop & Kendrick, LLP.
THOMAS ROOFING: Aaron Cohen Named Subchapter V Trustee
------------------------------------------------------
The U.S. Trustee for Region 21 appointed Aaron Cohen, Esq., a
practicing attorney in Jacksonville, Fla., as Subchapter V trustee
for Thomas Roofing & Repair, Inc.
Mr. Cohen will be paid an hourly fee of $315 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Cohen declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Aaron R. Cohen, Esq.
P.O. Box 4218
Jacksonville, FL 32201
Tel: (904) 389-7277
Email: aaron@arcohenlaw.com
About Thomas Roofing & Repair
Thomas Roofing & Repair, Inc. provides roofing replacement and
repair services for commercial and residential properties.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-05788) on October 26,
2024, with $466,403 in assets and $2,428,473 in liabilities.
Matthew Thomas, company owner, signed the petition.
Judge Tiffany P. Geyer oversees the case.
L. Todd Budgen, Esq., at Budgen Law, represents the Debtor as
bankruptcy counsel.
TIME OUT PROPERTIES: Trustee Taps Country Boys as Auctioneer
------------------------------------------------------------
John C. Bircher III, Trustee of Time Out Properties, LLC, seeks
approval from the U.S. Bankruptcy Court for the Eastern District of
North Carolina to hire Country Boys Auction & Realty Co., Inc. as
his auctioneer.
The auctioneer's services include:
a. preparing and conducting an inventory of the property to be
sold and reporting the results to the Trustee;
b. advising the Trustee of the security of the location of the
assets and of any need for special handling, including securing and
changing of locks as needed;
c. assisting the Trustee in establishing a location for the
sale and any presale storage;
d. assembling assets to be sold, including cleaning, tagging,
sorting, and grouping and set up of assets to be sold;
e. providing and posting of signs;
f. creation and distribution of sale brochures, including any
postage expenses;
g. providing all advertising text;
h. providing for a registrar/cashier at sale;
i. making registration of bidders by name, address, and bidder
number;
j. conducting sale and collection of auction proceeds, and
providing for security and site restoration;
k. providing the Trustee with a sale report, including bid
sheets of items sold, a copy of bidder registration, and accounting
of receipts, a written copy of all pre-sale announcements, and
copies of all ads and brochures used with the sale; and
l. providing any other liquidation services for the Trustee as
may be necessary for an orderly and complete liquidation.
The firm will be paid at these rates:
-- For real properties, the firm will be paid a commission of 10
percent of the first $25,000; and 6 percent of balance;
-- For personal properties, the firm will be paid a commission
of 20 percent on the first $20,000; 10 percent on the next $50,000;
and 8 percent of balance.
Additionally, the auctioneer shall be entitled to receive an
additional fee of 5 percent of the successful bid, up to maximum
amount of $1,000.
Mike Gurkins, a partner at Country Boys Auction & Realty, 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:
Mike Gurkins
Country Boys Auction & Realty, Inc.
1211 West Fifth Street
Washington, NC 27889
Tel: (252) 946-6007
About Time Out Properties, LLC
Time Out is a holding company that owns 100% of the equity in each
of Prairie Knolls, Grand Valley MHP, LLC, and Rolling Acres MHC,
LLC, each of which own and operate a mobile home park.
Time Out Properties, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-19722) on
September 20, 2024, with $1 million to $50 million in both assets
and liabilities. The petition was signed by Neil Carmichael Bender,
II as manager.
Judge Scott M Grossman oversees the case.
The Debtor is represented by Bradley S. Shraiberg, Esq. at
Shraiberg Page P.A.
TIME OUT PROPERTIES: Trustee Taps M. Shapiro Management as Manager
------------------------------------------------------------------
John Bircher III, the trustee appointed in the Chapter 11 cases of
Time Out Properties, LLC and its affiliates, seeks approval from
the U.S. Bankruptcy Court for the Eastern District of North
Carolina to employ M. Shapiro Management Company, LLC as property
manager.
The firm's services include:
(a) supervise and direct the management and operation of the
property on behalf of the trustee and for his account.
(b) negotiate and enter into service contracts in the name of
owner required in the ordinary course of business in operating the
property;
(c) maintain and supervise and direct the maintenance of
complete financial books and records relating to the operation of
the property pursuant to Article 9 thereof;
(d) collect for the account of trustee all rentals, receipts,
and any and all other charges and/or income accruing to trustee
from the property during the term of this agreement;
(e) keep the property and all parts thereof in good order,
repair, and condition and the property shall be maintained as a
mobile home park as manager, usually maintains similar mobile home
parks. Manager shall have the right to (a) operate, manage,
maintain, and improve the property;
(f) manager shall duly and punctually cause the property to
comply with all the obligatios of trustee/owner as the lessor under
nay leases with at the property, but solely on behalf of
trustee/owner and at trustee/owner's sole expense;
(g) operate and maintain the property to comply with and abide
by all statues, laws, rules, regulations, requirements, orders,
notices, determinations, and ordinances of all applicable federal
state, and local government authorities, departments, commissions,
or borads having jurisdiction over the property or any part
thereof;
(h) arrange for such contracts to the extent that such
contracts are not in place of electricity, gas, fuel, water, sewer,
telephone, rubbish removal, and other like utility services for the
property as manager shall deem advisable; provided; however, that
all such utility services shall be in name of the owner;
(i) take all necessary steps to prevent the creation of, and
to remove, any claim of lien, encumbrance, or security interests
whih attaches to the property or any part thereof if such claim of
lien, encumbrance, or security interest has been asserted without
the trustee's consent, unless trustee shall notify manager in
writing that trustee does not wish to contest such claims of lien,
encumbrance, or security interest; and
(j) manager shall disburse and pay, or cause to be disbursed
and paid, on behalf of and in the name of owner and/or manager, in
such amounts and at such times as the same are required to be paid
in connection with the ownership, maintenance, and operation of the
property.
The manager shall be paid and reimbursed as follows:
1. A management fee of $3,500 per month per property or 5
percent of the gross revenues collected per month, whichever is
greater;
2. A set-up/transition fee equal of 1 month management fees;
3. A close-out/disposition fee equal of 1 month, upon sale of
the property and/or the transition of management of the property;
4. A 5 percent construction management fee for all projects
not related to home installation or preparation exceeding $10,000
in cost in aggregate;
5. No fee for senior management presence on-site;
6. No hourly fee for report preparation or accounting, except
that should trustee or other parties require a set of books be kept
for the accounting of home entity activity separate that of the per
property books and records, an additional fee of $1,500 per book
shall apply;
7. A fee of $1,000 per unit for (a) each manufactured home
unit that is currently located on the Property that is requiring
significant work (beyond sales cleaning and repair of normal wear
and tear) prior to sale or lease and is subsequently made
marketable;
8. A fee of $1,000 per unit for (a) each manufactured home
unit that is currently located on the Property that is either
rented or sold to a third party and thereafter occupied, and (b)
each manufactured home unit that is not currently located on the
property that is hereafter relocated onto the property and
thereafter occupied.
Mark Kassab, senior vice president at M. Shapiro Management
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:
Mark Kassab
M. Shapiro Management Company LLC
31550 Northwestern Highway Suite 220
Farmington Hills, MI 48334
Telephone: (248) 865-0066
Email: mkassab@mshapirorealestate.com
About Time Out Properties
Time Out Properties, LLC is a holding company that owns 100% of the
equity in each of Prairie Knolls, Grand Valley MHP, LLC, and
Rolling Acres MHC, LLC, each of which own and operate a mobile home
park.
Time Out Properties sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-03435) on Sept. 20,
2024, with up to $50 million in both assets and liabilities. The
petition was signed by Neil Carmichael Bender, II as manager.
Judge Pamela W. McAfee oversees the case.
The Debtor is represented by Bradley S. Shraiberg, Esq. at
Shraiberg Page P.A.
TITAN ENVIRONMENTAL: Sells Subsidiary Recoup for $1MM in Stock Deal
-------------------------------------------------------------------
Titan Environmental Solutions Inc. disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that the
Company, entered into a Stock Purchase Agreement dated as of on
October 31, 2024, among the Company and its wholly-owned
subsidiary, Recoup Technologies, Inc., a Delaware corporation, and
Recoup Partners, LLC, a Delaware limited liability company, and
consummated the transactions contemplated by Purchase Agreement,
including the sale of Recoup to the Purchaser. Recoup is in the
business of marketing an aerobic digestion technology solution for
the disposal of food waste at the point of generation.
Pursuant to the Purchase Agreement, the Purchaser purchased from
the Company all of the capital stock of Recoup for a purchase price
equal to $1,000,000, which consisted of a promissory note of the
Purchaser in the principal amount of $250,000 and the cancellation
and release by certain affiliates of the Purchaser of indebtedness
obligations of the Company in the aggregate amount of $750,000. The
Purchase Agreement contained standard representations and
warranties by the Company and Recoup which, except for fundamental
representations, remain in effect for 18 months following the
closing date. The Company also agreed that, for a period of five
years from the closing date, the Company will not engage in a
business that competes with the business of Recoup.
On October 31, 2024, the Company completed the sale of its
ownership interest in Recoup in exchange for a promissory note of
the Purchaser in the principal amount of $250,000 that matures on
December 31, 2024 and the forgiveness of an aggregate of $750,000
of indebtedness of the Company by certain affiliates of the
Purchaser.
About Titan Environmental
Bloomfield Hills, Mich.-based Titan Environmental Solutions, Inc.
is a professional service firm that provides consultation on
regulatory compliance to departments at corporations, public
agencies, and residential communities to ensure that its clients
are aware of and take steps to comply with relevant laws and
regulations. The firm also offers solutions to remove the risk
caused by harmful environmental hazards.
The Company cautioned in its Form 10-Q Report for the quarterly
period ended March 31, 2024, that substantial doubt exists about
its ability to continue as a going concern. According to the
Company, for the three months ended March 31, 2024, the Company had
a net loss of $2,258,944. The working capital of the Company was a
deficit of $13,123,723 as of March 31, 2024 (deficit of $10,935,108
as of December 31, 2023). The March 31, 2024 working capital
deficiency includes $2,257,090 of principal repayments from the
Michaelson Note due by June 30, 2024; the Company currently does
not have sufficient funds to repay this debt. As a result of these
factors, management has concluded that there is substantial doubt
about the Company's ability to continue as a going concern for a
period of 12 months.
TOP PARK SERVICES: Gets OK to Use Cash Collateral Until Nov. 30
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina granted, on an interim basis, the motion by Top Park
Services, LLC to use the cash collateral of its secured creditors.
The interim order authorized the company to use cash collateral
until Nov. 30 to pay its operating expenses estimated at
$20,842.80.
Top Park Services is not allowed to exceed any line item on the
authorized expenditures unless approved by the Chapter 11 trustee,
and if the trustee approves, then the total of all amounts in
excess of all line items must not exceed 10%
percent of the total authorized expenditures.
The court order granted secured creditors replacement liens on the
company's assets to the same extent and priority as their
pre-bankruptcy liens.
This is the fourth interim cash collateral order issued by the
court since Top Park Services' Chapter 11 filing. The court issued
interim cash collateral order on Oct. 4 to pay $24,584.01 in
operating expenses; on Oct. 28 to pay $35,364.33 in operating
expenses; and on Oct. 30 to pay $26,235.98 in operating expenses.
The next hearing is scheduled for Dec. 3.
About Top Park Services
Top Park Services, LLC is a Fort Lauderdale-based company involved
in the management and operation of mobile home parks.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-03434) with $10
million to $50 million in both assets and liabilities. The petition
was signed by Neil Carmichael Bender, II, as manager.
Judge Pamela W Mcafee oversees the case.
The Debtor is represented by Bradley S. Shraiberg, Esq., at
Shraiberg Page P.A.
TOP PARK SERVICES: Trustee Hires M. Shapiro Management as Manager
-----------------------------------------------------------------
John Bircher III, the trustee appointed in the Chapter 11 cases of
Top Park Services, LLC and its affiliates, seeks approval from the
U.S. Bankruptcy Court for the Eastern District of North Carolina to
employ M. Shapiro Management Company, LLC as property manager.
The firm's services include:
(a) supervise and direct the management and operation of the
property on behalf of the trustee and for his account.
(b) negotiate and enter into service contracts in the name of
owner required in the ordinary course of business in operating the
property;
(c) maintain and supervise and direct the maintenance of
complete financial books and records relating to the operation of
the property pursuant to Article 9 thereof;
(d) collect for the account of trustee all rentals, receipts,
and any and all other charges and/or income accruing to trustee
from the property during the term of this agreement;
(e) keep the property and all parts thereof in good order,
repair, and condition and the property shall be maintained as a
mobile home park as manager, usually maintains similar mobile home
parks. Manager shall have the right to (a) operate, manage,
maintain, and improve the property;
(f) manager shall duly and punctually cause the property to
comply with all the obligatios of trustee/owner as the lessor under
nay leases with at the property, but solely on behalf of
trustee/owner and at trustee/owner's sole expense;
(g) operate and maintain the property to comply with and abide
by all statues, laws, rules, regulations, requirements, orders,
notices, determinations, and ordinances of all applicable federal
state, and local government authorities, departments, commissions,
or borads having jurisdiction over the property or any part
thereof;
(h) arrange for such contracts to the extent that such
contracts are not in place of electricity, gas, fuel, water, sewer,
telephone, rubbish removal, and other like utility services for the
property as manager shall deem advisable; provided; however, that
all such utility services shall be in name of the owner;
(i) take all necessary steps to prevent the creation of, and
to remove, any claim of lien, encumbrance, or security interests
whih attaches to the property or any part thereof if such claim of
lien, encumbrance, or security interest has been asserted without
the trustee's consent, unless trustee shall notify manager in
writing that trustee does not wish to contest such claims of lien,
encumbrance, or security interest; and
(j) manager shall disburse and pay, or cause to be disbursed
and paid, on behalf of and in the name of owner and/or manager, in
such amounts and at such times as the same are required to be paid
in connection with the ownership, maintenance, and operation of the
property.
The manager shall be paid and reimbursed as follows:
1. A management fee of $3,500 per month per property or 5
percent of the gross revenues collected per month, whichever is
greater;
2. A set-up/transition fee equal of 1 month management fees;
3. A close-out/disposition fee equal of 1 month, upon sale of
the property and/or the transition of management of the property;
4. A 5 percent construction management fee for all projects
not related to home installation or preparation exceeding $10,000
in cost in aggregate;
5. No fee for senior management presence on-site;
6. No hourly fee for report preparation or accounting, except
that should trustee or other parties require a set of books be kept
for the accounting of home entity activity separate that of the per
property books and records, an additional fee of $1,500 per book
shall apply;
7. A fee of $1,000 per unit for (a) each manufactured home
unit that is currently located on the Property that is requiring
significant work (beyond sales cleaning and repair of normal wear
and tear) prior to sale or lease and is subsequently made
marketable;
8. A fee of $1,000 per unit for (a) each manufactured home
unit that is currently located on the Property that is either
rented or sold to a third party and thereafter occupied, and (b)
each manufactured home unit that is not currently located on the
property that is hereafter relocated onto the property and
thereafter occupied.
Mark Kassab, senior vice president at M. Shapiro Management
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:
Mark Kassab
M. Shapiro Management Company LLC
31550 Northwestern Highway Suite 220
Farmington Hills, MI 48334
Telephone: (248) 865-0066
Email: mkassab@mshapirorealestate.com
About Top Park Services
Top Park Services, LLC is a Fort Lauderdale-based company involved
in the management and operation of mobile home parks.
Top Park Services sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-03434) on September
20, 2024, with $10 million to $50 million in both assets and
liabilities. The petition was signed by Neil Carmichael Bender, II,
as manager.
Judge Pamela W. McAfee oversees the case.
The Debtor is represented by Bradley S. Shraiberg, Esq., at
Shraiberg Page P.A.
TOP PARK SERVICES: Trustee Taps Country Boys Auction as Auctioneer
------------------------------------------------------------------
John C. Bircher III, Trustee of Top Park Services, LLC, seeks
approval from the U.S. Bankruptcy Court for the Eastern District of
North Carolina to hire Country Boys Auction & Realty Co., Inc. as
his auctioneer.
The auctioneer's services include:
a. preparing and conducting an inventory of the property to be
sold and reporting the results to the Trustee;
b. advising the Trustee of the security of the location of the
assets and of any need for special handling, including securing and
changing of locks as needed;
c. assisting the Trustee in establishing a location for the
sale and any presale storage;
d. assembling assets to be sold, including cleaning, tagging,
sorting, and grouping and set up of assets to be sold;
e. providing and posting of signs;
f. creation and distribution of sale brochures, including any
postage expenses;
g. providing all advertising text;
h. providing for a registrar/cashier at sale;
i. making registration of bidders by name, address, and bidder
number;
j. conducting sale and collection of auction proceeds, and
providing for security and site restoration;
k. providing the Trustee with a sale report, including bid
sheets of items sold, a copy of bidder registration, and accounting
of receipts, a written copy of all pre-sale announcements, and
copies of all ads and brochures used with the sale; and
l. providing any other liquidation services for the Trustee as
may be necessary for an orderly and complete liquidation.
The firm will be paid at these rates:
-- For real properties, the firm will be paid a commission of 10
percent of the first $25,000; and 6 percent of balance;
-- For personal properties, the firm will be paid a commission
of 20 percent on the first $20,000; 10 percent on the next $50,000;
and 8 percent of balance.
Additionally, the auctioneer shall be entitled to receive an
additional fee of 5 percent of the successful bid, up to maximum
amount of $1,000.
Mike Gurkins, a partner at Country Boys Auction & Realty, 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:
Mike Gurkins
Country Boys Auction & Realty, Inc.
1211 West Fifth Street
Washington, NC 27889
Tel: (252) 946-6007
About Top Park Services
Top Park Services, LLC is a Fort Lauderdale-based company involved
in the management and operation of mobile home parks.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-03434) with $10
million to $50 million in both assets and liabilities. The petition
was signed by Neil Carmichael Bender, II, as manager.
Judge Pamela W Mcafee oversees the case.
The Debtor is represented by Bradley S. Shraiberg, Esq. at
Shraiberg Page P.A.
TOTALLY COOL: Hires Faegre Drinker Biddle as Special Counsel
------------------------------------------------------------
Totally Cool, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Maryland to employ Faegre Drinker Biddle &
Reath LLP as its special counsel.
Faegre Drinker will provide legal services to the Debtor regarding
FDA and food safety issues.
The firm will be paid at these rates:
Partners $985 to $1,085 per hour
Associates and Counsel $735 to $850 per hour
Paraprofessionals $385 to $445 per hour
Sarah Brew, Esq., a partner at Faegre, disclosed in a court filing
that he is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Sarah L. Brew, Esq.
Faegre Drinker Biddle & Reath LLP
2200 Wells Fargo Center 90 S. Seventh Street
Minneapolis, MN 55402
Telephone: (612) 766-7470
Facsimile: (612) 766-1600
Email: sarah.brew@faegredrinker.com
About Totally Cool
Totally Cool, Inc., a manufacturer of premium ice cream cakes,
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Md. Case No. 24-17128) on August 23, 2024, with
$2,007,082 in assets and $1,415,224 in liabilities. Michael J.
Uhlfelder, president and CEO, signed the petition.
Irving E. Walker, Esq. at Cole Schotz PC represents the Debtor as
legal counsel.
TPC GROUP: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings affirmed all its ratings on TPC Group Inc.,
including its 'B' issuer credit rating and 'BB-' issue-level rating
on its senior secured debt. The '1' recovery rating on the senior
secured debt is unchanged. S&P also assigned its 'BB-' issue-level
and '1' recovery ratings to its proposed first-lien senior secured
term loan.
The stable outlook reflects S&P's view that TPC's credit metrics
have sufficient cushion at the current rating for this transaction
due to strength in earnings and cash flows.
S&P expects the recapitalization transaction to result in a
moderate deterioration in leverage metrics, but still being
appropriate for the current rating.
The company is raising debt to refinance its post-bankruptcy
emergence capital structure and to fund a one-time shareholder
distribution of $210 million. This will increase its outstanding
reported debt from $350 million (pre-unamortized issuance discounts
and deferred financing costs) to $575 million. Assuming this
transaction closes as planned in December 2024, the company will
have a sufficiently extended weighted average maturity of debt; the
nearest significant maturity will now be of the new $150 million
ABL facility in December 2027, which will be undrawn at close. TPC
will also benefit from relatively cheaper cost of debt as compared
to existing debt including its senior secured notes which carry a
13% fixed coupon rate--higher than average for a similarly rated
company. S&P said, "The company also plans to repurchase its
shares, depending on shareholder interest, for up to $50 million.
Incorporating these transactions into our base case, we expect the
company's weighted-average S&P Global Ratings-adjusted debt to
EBITDA to be between 2x-3x over the next 12 months."
TPC Group Inc.'s operating results have shown resilience in recent
years amid generally adverse operating conditions.
The company continues to benefit from its renegotiated C4
processing contracts with crude c4 suppliers which have resulted in
lower commodity risk exposure and earnings volatility. Butadiene
prices have recovered significantly since the lows seen in the back
half of 2023, which has also been beneficial for TPC's variable
profits. S&P said, "We expect 2024 EBITDA to be modestly lower than
prior expectations due to supply chain issues caused by extended
ethylene cracker turnarounds on the Gulf Coast, unplanned outages
from recent weather-related events including Hurricane Beryl, and
continued normalization of MTBE margins from record highs in late
2023. We continue to expect MTBE volumes to be lower in the back
half of the year due to the planned turnaround of the dehydro unit
in the fourth quarter, before operating rates and productivity
improve in 2025. Overall, for 2024 we still forecast full-year
volumes will improve relative to 2023 as the company expands its
overall capacity and increases intake of crude C4 on account of
contract negotiations. We expect the company's S&P Global
Ratings-adjusted EBITDA to improve year over year and EBITDA
margins to gradually improve while remaining in the midteen
percentage area."
The company has adequate liquidity supported by positive free
operating cash flow (FOCF) generation.
In the last 12 months, TPC has spent around $120 million of
internal cash to and repurchase equity and repay some of its
outstanding senior secured notes. S&P said, "Our base case assumes
that over the next 18 months, the company will pay a total of
around $30 million in fines in connection with investigations into
the Port Neches Operations (PNO) explosion and emissions at its PNO
facility. As part of the proposed consent decree, which is subject
to finalization, TPC has committed to spending about $80 million to
improve risk management and safety standards at both sites and has
included this spending in its capex plans. Despite these
developments and the potential for $50 million in additional share
repurchases, we expect the company to maintain adequate liquidity
over the next 12 months supported by cash and cash equivalents on
the balance sheet, full availability under the new ABL, and
positive FOCF."
TPC's relative business risk ranking is at the risker end of the
weak range, ranking it lower than certain peers in the commodity
chemicals sector.
The company has elevated geographic concentration risk. Since the
PNO explosion, TPC's revenue has been largely concentrated in its
Houston facility alongside some portion of business dependent on
the onstream reliability of a third-party tolling site. S&P said,
"Even though the company's current c4 processing capacity is higher
than pre-explosion levels, we believe there is a limited track
record of reliable operations given the PNO explosion in 2019,
repeated boiler outages in 2021, and unanticipated outages at the
third-party site last year that led to some lost crude C4
processing volumes. Geographical concentration risks are
exacerbated by the risk of extreme weather or natural disaster
events in the region causing outages such as those experienced
recently. Taking a holistic view, we believe TPC's business risk
assessment is on the riskier end of the weak range compared with
peers such as LSB Industries Inc."
S&P's rating reflects the company's strong financial metrics as
well as certain qualitative considerations including the need for a
track record of reliable operations and appropriate financial
policy.
The company's financial metrics are relatively strong compared to
similarly rated peers. However, the rating is limited by the
absence of an extended track record of uninterrupted operations at
TPC and at the third-party crude c4 processing facility, and
uncertainty regarding future financial policy at the company since
it is still owned by a group of pre-bankruptcy creditors. S&P could
revisit the rating once we determine the company has achieved an
improved operational track record and that its financial policy
will be supportive of maintaining credit metrics appropriate for a
higher rating.
S&P said, "The stable outlook reflects our view that the company
will maintain weighted-average S&P Global Ratings-adjusted debt to
EBITDA between 2x-3x, incorporating the proposed recapitalization
transaction which we expect will close this year. We believe the
company will continue to benefit from the improved structure of its
C4 processing contracts, which largely insulate the segment's
earnings from volatility in raw material and commodity pricing.
Despite a period of crude c4 supply interruptions during 2024 due
to extended supplier outages and extreme weather events, we
continue to expect positive FOCF generation in 2024 and an
improvement in 2025 as end-market demand and operating rates
improve.
"Similar to our last publication, our base case continues to assume
a monetary penalty of $18 million in line with the proposed consent
decree regarding an investigation into the PNO incident. In
addition to this, we now also forecast a modest monetary penalty
following litigation on a matter concerning emissions at TPC's PNO
facility. We expect the company to maintain adequate liquidity over
the next 12 months."
S&P could take a negative rating action on TPC over the next 12
months if:
-- The company's operating performance were materially weaker than
S&P's forecast due to margin compression, demand weakness, or
disruption in operations, such that liquidity became pressured and
there is an increased likelihood of a cash dominion event on the
company's proposed ABL facility being triggered;
-- There were unexpected contingent liabilities or claims against
the company (well in excess of what S&P has factored in) that in
our opinion meaningfully hurt credit quality; or
-- Financial policies under current or any new shareholders remain
more aggressive than we anticipate, especially with respect to the
use of debt and shareholder rewards, leading to greater credit
risk.
S&P could raise the ratings within the next year if:
-- The company established an extended history of reliable
operations with no material unanticipated outages or disruptions;
-- The company favorably addressed the factors limiting its
business risk profile, including site concentration, customer and
supplier diversity, and concentrated end market exposure; and
-- Operating performance were materially higher than our
expectations due to stronger-than-expected volume growth or margin
expansion such that the company's weighted average funds from
operations (FFO) to debt ratio were well into the 30%-45% range.
TPT GLOBAL: Increases Authorized Common Shares by 10 Billion
------------------------------------------------------------
TPT Global Tech, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that effective October 21,
2024, the Board of Directors of the Company in accordance with the
provisions of the Articles of Incorporation, as amended, and
by-laws of the Company amended the Articles of Incorporation to
increase the authorized number of common shares by 10,000,000,000
which increase will then make the total authorized common shares to
be 25,000,000,000 with all common shares having the then existing
rights powers and privileges as per the existing amended Articles
of Incorporate and Bylaws of the Company.
About TPT Global Tech
TPT Global Tech, Inc. -- www.tptglobaltech.com -- is a technology
holding company based in San Diego, California. It was formed as
the successor of two U.S. corporations, Ally Pharma US and TPT
Global, Inc. The Company operates in various sectors including
media, telecommunications, Smart City Real Estate Development, and
the launch of the first super App, VuMe Live technology platform.
As a media content delivery hub, TPT Global Tech utilizes its own
proprietary global digital media TV and telecommunications
infrastructure platform. They offer software as a service (SaaS),
technology platform as a service (PAAS), and cloud-based unified
communication as a service (UCaaS) solutions to businesses
worldwide. Their UCaaS services enable businesses of all sizes to
access the latest voice, data, media, and collaboration features.
Draper, Utah-based Sadler, Gibb & Associates, LLC, the Company's
auditor since 2016, issued a "going concern" qualification in its
report dated May 10, 2024, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
As of June 30, 2024, TPT Global Tech had $88,878 in total assets,
$38.55 million in total liabilities, $58.92 million in total
mezzanine equity, and a total stockholders' deficit of $97.38
million.
TRITON WATER: Moody's Raises CFR to B2 Following Primo Water Deal
-----------------------------------------------------------------
Moody's Ratings upgraded Triton Water Holdings, Inc.'s (BlueTriton)
Corporate Family Rating to B2 from B3, Probability of Default
Rating to B2-PD from B3-PD, senior secured first lien term loans
ratings to B1 from B2, and senior unsecured notes rating to Caa1
from Caa2. The outlook is positive and was previously Ratings Under
Review. The rating actions conclude the review for upgrade
initiated on June 20, 2024.
On November 8, 2024, the parent of Primo Water Holdings Inc. (Primo
Water) merged with BlueTriton's parent company, BlueTriton Brands
Inc., via an all-stock merger resulting in a new parent company
called Primo Brands Corporation (Primo Brands). Following the
merger, Primo Brand's shareholders now own approximately 43% of the
diluted shares of Primo Brands with the majority 57% owned by
BlueTriton's private equity (PE) partners, One Rock Capital
Partners LLC and Metropoulos & Co. Following the merger, the
existing debt structures for both Primo Water and BlueTriton remain
in place and separate under their existing terms and with no cross
guarantees between the two borrowing groups.
The upgrade of BlueTriton's ratings reflects that its new ownership
by publicly-traded Primo Brands should continue the company's good
progress reducing leverage and lead to a more conservative
financial policy than under sole private equity ownership.
BlueTriton's operating initiatives including distribution gains and
price increases are contributing to meaningful earnings growth and
lower leverage. The aggressive debt-funded dividends that have
contributed to a growing debt balance at BlueTriton are likely to
be eliminated or meaningfully curtailed under the new ownership
structure. This will likely allow BlueTriton's considerable
operating cash flow to translate into significant free cash flow
exceeding $200 million even factoring in the upstream of cash to
support a potential Primo Brands quarterly dividend.
The plan to maintain separate initial debt structures at BlueTriton
and Primo Water creates potential operational complexities that
could inhibit efficiency and synergy realization. Moody's
nevertheless believe management is incentivized to minimize
operational disruptions at both Primo Water and BlueTriton and
maximize value from the combined entities. The companies may decide
to collapse the debt capital structures over time if market
conditions make it more attractive to refinance the debt.
BlueTriton's merger with Primo Water brings under one parent
operations with greater scale and diversity than BlueTriton's stand
alone business. The resulting combined entity will benefit from
Primo Water's water delivery products and services combined with
BlueTriton's portfolio of single-serve water brands. Additionally,
management expects $200 million of synergies to be extracted from
the combination of the two businesses as the company rationalizes
its operations. Additionally, the company's governance will
improve as BlueTrition will now be owned by a publicly traded
company, Primo Brands, that Moody's expect will have a more
conservative financial strategy. Primo Brands plans to target
combined net leverage at a more conservative level at 2.0x to 2.5x
(based on the company's calculation) over the medium term compared
to the company's estimate of 3.0x at the time of closing. The
targeted leverage level is also much lower than BlueTriton's
current leverage and gives us confidence that BlueTriton's leverage
will continue to decline as EBITDA improves and synergies are
realized.
Moody's expect the standalone business of BlueTriton to continue to
improve its operating performance and benefit from the merger.
Moody's expect free cash flow of approximately $200 million over
the next 12 months factoring in some upstream of cash to help fund
a potential quarterly dividend at Primo Brands and debt-to-EBITDA
leverage to decline to 4.2x from the current level of 4.4x as of
September 30, 2024. On a pro-forma basis as of September 30, 2024,
Moody's estimate that combined leverage of both businesses, Primo
Water plus BlueTriton, is 4.1x as of September 2024, and Moody's
project this pro forma combined leverage to decline to around 3.75x
over the next 12 months. Additionally, Moody's expect the company
to have very good liquidity with an expected cash balance of $100
million at the close of fiscal year 2024, an unused $350 million
asset based revolver expiring in March 2026, and projected free
cash flow of at least $200 million.
Moody's view governance risks as diminishing for BlueTriton
following the merger as its parent will be a publicly traded
company requiring more rigor of disclosure and the PE partner will
own a lower overall percentage of the group. BlueTriton's private
equity owners will initially hold 57% of the economic interest in
the combined company, but they are entitled to appoint only seven
of the 15 board members. Primo's former shareholders are also
entitled to appoint seven directors with the remaining director
appointed by mutual agreement of BlueTriton and Primo shareholders.
The balanced board membership diminishes the concentration of
control that existed as a privately held company. For these
reasons, Moody's changed BlueTriton's Board Structure, Policies, &
Procedures subcategory score to 3 from 5, reflecting this lower
risk.
RATINGS RATIONALE
Triton's B2 CFR reflects its low product diversity and
concentration in the more commodity-oriented single-use bottled
water segment of the market, and moderately-high 4.4x debt to
EBITDA leverage (incorporating Moody's adjustments) for the 12
months ended September 2024. Bottled water category volumes are
also softening and growing both volume and the EBITDA margin over
the next 12-18 months will be challenging amid pressure on consumer
spending and a promotional environment. The bottled water category
is highly competitive with substantial private label penetration.
Within branded bottled water, BlueTriton also competes with more
diversified and financially stronger companies in the North America
beverages sector that have greater capacity to fund sustainability
and more negotiating leverage with retailers. Offsetting some of
these risks is BlueTriton's leading market share in the US
ready-to-drink bottled water segment, positive consumer trends
towards healthier beverages, diverse customer base across retail,
home and office, and very good liquidity.
The company is targeting 2.0x-2.5x net debt-to-EBITDA leverage
(based on the company's calculation) for the combined Primo
Water-BlueTriton entity that implies a focus on reducing leverage
from the initial 3.0x pro forma level. The quarterly dividend
strategy of Primo Brands is not fully clear though Moody's
anticipate in the ratings that any dividend declared by the new
board would be set at a level that is manageable based on the
combined cash generation of Primo Water and BlueTriton. Event risk
exists relating to potential leveraging actions to facilitate the
exit of Primo Brands' private equity shareholders, though Moody's
also view secondary offerings after applicable lock-up periods as a
potential strategy.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The positive outlook reflects that less aggressive financial
policies particularly around dividends could allow more of
BlueTriton's earnings to translate to strong positive free cash
flow and good reinvestment that can support deleveraging. Moody's
also anticipate in the positive outlook that BlueTriton's revenue
and earnings will remain stable, that efforts to realize synergies
from the Primo Water merger will not materially disrupt
BlueTriton's operations or cash flow, and that the company will
maintain very good liquidity.
A rating upgrade could occur if BlueTriton is able to improve
operating performance, including modest organic revenue growth with
a stable to higher EBITDA margin. The company would also need to
sustainably generate comfortably positive free cash flow, maintain
good liquidity, and maintain a financial strategy that supports
continued deleveraging.
A rating downgrade could occur if the company's operating
performance weakens because of factors such as lower volumes or
pricing, supply chain challenges, higher costs, or the merger with
Primo Water leads to operational disruptions or a shift in assets
outside the BlueTriton restricted group. A rating downgrade could
also occur if debt/EBITDA is sustained above 6.5x, liquidity
deteriorates, free cash flow is negative or if the company pursues
a more aggressive financial policy.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Soft Beverages
published in September 2022.
COMPANY PROFILE
Headquartered in Stamford, Connecticut, Triton Water Holdings,
Inc., produces and sells regional spring water and purified
national water brands, through retail sales channels and through
its ReadyRefresh(R) direct-to-consumer and office delivery
services. BlueTriton's key retail brands include Arrowhead(R), Deer
Park(R), Ice Mountain(R), Ozarka(R), Poland Spring(R),
Zephyrhills(R), Pure Life(R), Saratoga, and Splash. In November
2024, the company merged with Primo Water Holdings Inc. under a new
holding company, Primo Brands Corporation, but Primo Water and
BlueTriton maintain separate debt structures. Primo Brands
Corporation is 57% owned by private equity firms One Rock Capital
Partners LLC and Metropoulos & Co. and 43% by former Primo Water
shareholders, and is publicly traded under ticker PRMB. Standalone
BlueTriton revenue was $4.8 billion for the last 12 month (LTM)
period ending September 30, 2024. Pro-forma combined revenue -Primo
Water plus BlueTriton- was approximately $6.7 billion for the 12
months ended September 2024.
TRUE VALUE: Gets Final Approval to Use Cash Collateral
------------------------------------------------------
True Value Company, LLC and its affiliates received final approval
from the U.S. Bankruptcy Court for the District of Delaware to use
cash collateral.
The final order, penned by Judge Karen Owens, authorized the
companies to use cash collateral to pay their operating expenses
set forth in their budget. It ordered the companies not to permit
aggregate actual operating disbursements to exceed 107.5% of the
aggregate projected operating disbursements for the period set
forth in the budget.
Pre-bankruptcy secured lenders were granted post-petition security
interest in and first priority senior lien on the companies'
post-petition assets to the extent of any diminution in the value
of their interests in the collateral. In addition, secured lenders
were granted an allowed superpriority administrative expense claim,
subject only to the carve-out.
About True Value Company
True Value Company, LLC and its affiliates are hardlines
wholesalers, serving approximately 4,500 stores worldwide. A
globally recognized retail brand, the Debtors provide customers in
over 55 countries an expansive product set across key categories
such as Hardware Lumber and Building, Outdoor Living and Tools, and
Plumbing and Heating.
The Debtors filed voluntary Chapter 11 petitions (Bankr. D. Del.
Lead Case No. 24-12337) on October 14, 2024. True Value estimated
total assets of $100 million to $500 million and total liabilities
of $500 million to $1 billion as of the bankruptcy filing.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP, and
Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel; Glenn
Agre Bergman & Fuentes, LLP as conflicts counsel; Houlihan Lokey
Capital, Inc. as financial advisor; and Omni Agent Solutions, Inc.
as claims and administrative agent. The Debtors also tapped M3
Advisory Partners, LP to provide chief transformation officer and
supporting personnel.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtors' Chapter
11 cases.
TWO RIVERS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Two Rivers Ventures, LLC
21 La Mesa Dr.
New Braunfels, TX 78130
Chapter 11 Petition Date: November 13, 2024
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 24-52292
Judge: Hon. Craig A Gargotta
Debtor's Counsel: William R. Davis , Jr., Esq.
LANGLEY & BANACK, INC.
745 E. Mulberry Ave. Suite 700
San Antionio TX 78212
Tel: (210) 736-6600
Email: wrdavis@langleybanack.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Lee Lichlyter 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/XVIY4SA/Two_Rivers_Ventures_LLC__txwbke-24-52292__0001.0.pdf?mcid=tGE4TAMA
TWO VINES: Court Approves Interim Use of Cash Collateral
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona granted Two
Vines Vineyards Inc. authority to use cash collateral on an interim
basis.
The order required Two Vines to collect $4,300 monthly from its
tenant, Coronado Vineyards, Inc., and deposit the funds into its
debtor-in-possession account.
The majority of the funds collected, $3,724.65, will be directed to
Stewart Title & Trust of Tucson, which will allocate the funds to
cover interest payments to Red Mailbox, an impound account for
taxes and insurance, and a servicing fee. The remaining balance of
$575.35 will be held in the debtor-in-possession account for
vineyard insurance and tax expenses.
The court also ordered that the remaining funds in the
debtor-in-possession account can only be used to pay for insurance
premiums, real estate taxes, and rental taxes, and not for any
other purpose.
About Two Vines Vineyards
Two Vines Vineyards, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-06870) on Aug.
20, 2024, listing up to $1 million in both assets and liabilities.
Judge Brenda K. Martin oversees the case.
Chris D. Barski, Esq., at Barski Law Firm PLC serves as the
Debtor's bankruptcy counsel.
ULTRA SAFE: Hires Intrepid Investment as Investment Banker
----------------------------------------------------------
Ultra Safe Nuclear Corp. and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to hire Intrepid
Investment Bankers LLC as investment banker.
The firm will provide these services:
(a) assist the Debtors in analyzing their business, operations,
properties, financial condition and prospects;
(b) assist the Debtors in their analysis and consideration of
strategic alternatives available to the Debtors;
(c) assist the Debtors in their analysis and consideration of
financing alternatives to the Debtor, including if necessary,
Debtor-in-possession Financing;
(d) prepare and distribute the Debtors information in connection
with a Transaction (as supplemented or amended from time to time,
the ("Company Information"));
(e) identify and solicit potential acquirers, financing sources
or partners for a Transaction;
(f) assist in the determination of the form, structure, terms,
and pricing of a Transaction;
(g) assist the Debtors on tactics and strategies for negotiating
with potential counterparties and stakeholders, and if requested by
the Debtors, participate in such negotiations;
(h) advise the Debtors on the timing, nature and terms of new
securities, other consideration, or other inducements to be offered
pursuant to a Transaction;
(i) render financial advice to the Debtors and participate in
meetings or negotiations with stakeholders and/or outside agencies
or appropriate parties in connection with a Transaction;
(j) attend meetings of Debtor Airspan Networks Holdings, Inc.'s
Board of Directors and its committees with respect to matters on
which Intrepid has been engaged to advise the Debtors;
(k) provide oral and written testimony, as necessary, with
respect to matters on which Intrepid has been engaged to advise the
Debtors in any proceedings before the Bankruptcy Court; and
(l) provide other financial advisory services as may be mutually
agreed by Intrepid and the Debtors.
The firm will be paid as follows:
a. Initial Restructuring Fee.
i. The Debtors will pay Intrepid an earned upon receipt and
non-refundable initial restructuring fee (the "Initial
Restructuring Fee") payable upon the execution of the Engagement
Letter equal to $100,000.
b. Monthly Fees.
i. The Debtors will pay Intrepid an earned upon receipt and
non-refundable cash fee of $100,000 per month (each, a "Monthly
Fee"), which shall be payable upon each monthly anniversary of the
Initial Restructuring Fee payment date.
c. Financing Fee(s).
i. The Debtors will pay Intrepid a non-refundable financing
fee (a "Financing Fee") payable at each closing of a Financing
equal to the applicable percentage set forth below of the gross
proceeds and/or aggregate principal amount (as applicable) of any
Financing irrevocably committed or funded in connection with such
Financing (whether or not actually drawn):
(A) 2.0 percent for bank debt or first lien secured debt
or DIP financing for all capital providers other than capital
provided by the Helms family estate (the "Helms Family Estate"),
(collectively "Senior Debt"); in the event the Helms Family Estate
provides Senior Debt, the Financing Fee shall be 0.50 percent.
(B) 3.0 percent for debt junior to Senior Debt and is
not an Equity-Linked Security (as defined below), and
(C) 5.0 percent for equity or equity-linked securities
(including but not limited to, preferred securities, securities
with warrants, and convertible notes) ("Equity-Linked
Securities").
d. Restructuring Fee(s).
i. The Debtors will pay Intrepid a restructuring fee equal
to $1,750,000, payable upon the consummation of a Restructuring (a
"Restructuring Fee").
e. Sale Transaction Fee(s).
i. The Debtors will pay Intrepid a non-refundable sale fee
(a "Sale Fee") payable upon the consummation of any Sale equal to
the greater of:
(A) $1,750,000, or
(B) 2.0 percent of the Aggregate Consideration.
f. In the event that both a Sale Fee and a Restructuring Fee
are earned under the provisions of the Engagement Letter, the
Restructuring Fee shall be credited to the Sale Fee; provided that
in no event shall the Sale Fee be reduced below $0.00.
g. The Debtors and Intrepid acknowledge and agree that more
than one fee may be payable to Intrepid under section C.1,
subsections (c), (d) and (e) of the Engagement Letter, in
connection with any single Transaction or series of Transactions,
it being understood and agreed that if more than one fee becomes so
payable to Intrepid, each such fee shall be paid to Intrepid.
h. If Intrepid provides services to the Debtors for which a
fee is not provided in the Engagement Letter, such services shall,
except insofar as they are the subject of a separate agreement, be
treated as falling within the scope of the Engagement Letter, and
the Debtors and Intrepid will agree upon a fee for such services
based upon good faith negotiations, taking into account, among
other things, the custom and practice among financial advisors
acting in similar transactions.
i. For the avoidance of doubt, the Initial Restructuring Fee
and any Monthly Fees shall not be credited against any Financing
Fee, Restructuring Fee or Sale Fee.
j. Expense Reimbursement. In addition to any other
compensation payable to Intrepid under the Engagement Letter, the
Debtors shall reimburse Intrepid for all reasonable and documented
(as requested), out-of-pocket expenses incurred by Intrepid in
connection with the performance of the Engagement Letter,
irrespective of whether a Transaction is completed. Such expenses
may include, without limitation, costs relating to printing,
delivery, database charges, out-of-town travel, direct
out-of-pocket expenses and required advice from counsel. All
reimbursements pursuant to this paragraph shall be made within 10
business days of being invoiced by Intrepid. Intrepid shall seek
the prior written approval of the Debtors to incur expenses which
in the aggregate exceed $50,000.
Lorie Beers, managing director and the head of special situations
at Intrepid Investment Bankers 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:
Lorie Beers
Intrepid Investment Bankers LLC
11755 Wilshire Blvd. 22nd Floor
Los Angeles, CA 90025
Tel: (310) 478-9000
Fax: (310) 478-9004
About Ultra Safe Nuclear Corp.
Ultra Safe Nuclear Corp. -- https://www.usnc.com/ -- is a
privately-owned provider of nuclear fuel and reactor components.
Ultra Safe Nuclear Corporation sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-12443) on
October 29, 2024. In the petition filed by Kurt A. Terrani, as
interim chief executive officer, the Debtor reports estimated
assets between $10 million and $50 million and estimated
liabilities between $50 million and $100 million.
The Debtor is represented by Elizabeth Soper Justison, Esq. at
Young Conaway Stargatt & Taylor.
ULTRA SAFE: Seeks to Hire Young Conaway Stargatt as Counsel
-----------------------------------------------------------
Ultra Safe Nuclear Corp. and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to hire Young
Conaway Stargatt & Taylor, LLP as counsel.
The firm's services include:
(a) providing legal advice with respect to the Debtors' powers
and duties as debtors in possession in the continued operation of
their business, management of their properties, and the potential
sale of their assets;
(b) preparing documents in connection with and pursuing
confirmation of a plan and approval of a disclosure statement;
(c) preparing, on behalf of the Debtors, necessary
applications, motions, answers, orders, reports, and other legal
papers;
(d) appearing in Court and protecting the interests of the
Debtors before the Court; and
(e) performing all other legal services for the Debtors that
may be necessary and proper in the Chapter 11 Cases.
The firm will be paid at these hourly rates:
Michael R. Nestor $1,335
Matthew B. Lunn $1,110
Craig D. Grear $1,400
Elizabeth S. Justison $850
Craig Rushmore $630
Shella Borovinskaya $565
Mariam Khoudari $565
Troy Bollman $375
On August 12, 2024, Young Conaway received a retainer in the amount
of $250,000. Young Conaway received an additional retainer payment
of $500,000 on Oct. 17, 2024.
In addition, the firm will seek reimbursement for expenses
incurred.
Matthew B. Lunn, a partner in the law firm of Young Conaway,
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:
Matthew B. Lunn, Esq.
Young Conaway Stargatt & Taylor, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Phone: (302) 571-6646
Email: mlunn@ycst.com
About Ultra Safe Nuclear Corp.
Ultra Safe Nuclear Corp. -- https://www.usnc.com/ -- is a
privately-owned provider of nuclear fuel and reactor components.
Ultra Safe Nuclear Corporation sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-12443) on
October 29, 2024. In the petition filed by Kurt A. Terrani, as
interim chief executive officer, the Debtor reports estimated
assets between $10 million and $50 million and estimated
liabilities between $50 million and $100 million.
The Debtor is represented by Elizabeth Soper Justison, Esq. at
Young Conaway Stargatt & Taylor.
ULTRA SAFE: Taps Ankura Consulting as Financial Advisor
-------------------------------------------------------
Ultra Safe Nuclear Corp. and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to hire Ankura
Consulting Group, LLC as financial and restructuring advisor.
The firm will render these services:
a. assist the Debtors with the development of financial and
liquidity forecasts;
b. evaluate the Debtors' current liquidity position and
expected future cash flows;
c. assist the Debtors' management in the updating of cash flow
forecasts and financial/liquidity modeling or analysis;
d. prepare any financial-related disclosures required by the
Court;
e. assist in the management of cash disbursements;
f. coordinate the Debtors' chapter 11 restructuring efforts,
including assisting with the various aspects of the execution of a
chapter 11 filing;
g. assist the Debtors' personnel with the communications and
negotiations with noteholders, lenders, creditors (including trade
vendors and utility providers), and other parties-in-interest
including the preparation of financial information for distribution
to such parties-in-interest;
h. advise and assist the Debtors in preparation, analysis, and
monitoring of historical, current and projected financial affairs,
including without limitation, if necessary, schedules of assets and
liabilities, statements of financial affairs, periodic operation
reports, analyses of cash receipts and disbursements, analyses of
cash flow forecasts, analyses of various asset and liability
accounts, analyses of any unusual or significant transactions
between themselves and any other entities and analyses of proposed
restructuring transactions;
i. work collaboratively with all parties-in-interest,
including but not limited to lenders, creditors, shareholders,
existing management, and employees of the Debtors;
j. assist the Debtors in the valuation of their businesses in
the preparation of a liquidation valuation and financial
projections for a chapter 11 plan and/or negotiation purposes;
k. assist the Debtors in managing and executing the claims
reconciliation process;
l. advise and assist the Debtors in identifying and/or
reviewing preference payments, fraudulent conveyances, and other
causes of action;
m. assist in, as needed, major vendor negotiations, including
the preparation,
as applicable;
n. assist in lease mitigation strategies and coordinate
negotiation and implementation programs in conjunction with the
Debors' other advisors;
o. assist with such other financial advisory services as
requested by the Debtors or their legal counsel, consistent with
the role of a financial advisor and not duplicative of services
provided by other professionals; and
p. perform such other professional services as may be
requested by the Debtors and agreed to by Ankura in writing.
Ankura’s current hourly rates are as follows:
Senior Managing Director $1,205 - $1,350
Managing Director $1,000 - $1,120
Senior Director $820 - $945
Director $685 - $790
Senior Associate $560 - $630
Associate $460 - $520
Paraprofessional $360 - $415
Ankura received a total of $750,000 in retainers and
replenishments.
In addition, the firm will seek reimbursement for expenses
incurred.
Ankura does not hold any interest adverse to the Debtors' estates,
and is a "disinterested person' as that term is defined in section
101(14) of the Bankruptcy Code, as modified by section 1107(b) of
the Bankruptcy Code, according to court filings.
The firm can be reached through:
Steve Moore
Ankura Consulting Group, LLC
2963 Sidco Drive, Suite 101
Nashville, TN 37204
Tel: (615) 371-8612
Mobile: (615) 293-7799
Email: steve.moore@ankura.com
About Ultra Safe Nuclear Corp.
Ultra Safe Nuclear Corp. -- https://www.usnc.com/ -- is a
privately-owned provider of nuclear fuel and reactor components.
Ultra Safe Nuclear Corporation sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-12443) on
October 29, 2024. In the petition filed by Kurt A. Terrani, as
interim chief executive officer, the Debtor reports estimated
assets between $10 million and $50 million and estimated
liabilities between $50 million and $100 million.
The Debtor is represented by Elizabeth Soper Justison, Esq. at
Young Conaway Stargatt & Taylor.
ULTRA SAFE: Taps Stretto Inc as Administrative Advisor
------------------------------------------------------
Ultra Safe Nuclear Corp. and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to hire Stretto,
Inc. as administrative advisor.
The firm will provide these services:
a. assist with, among other things, solicitation, balloting,
and tabulation of votes, and prepare any related reports, as
required in support of confirmation of a Chapter 11 plan, and in
connection with such services, process requests for documents from
parties in interest, including, if applicable, brokerage firms,
bank back-offices and institutional holders;
b. prepare an official ballot certification and, if necessary,
testify in support of the ballot tabulation results;
c. assist with the preparation of the Debtor's schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;
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, but not included in the Section 156(c) Application, as
may be requested from time to time by the Debtor, the Court, or the
Office of the Clerk of the Bankruptcy Court.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Sheryl Betance, a partner at Stretto, 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:
Sheryl Betance
Stretto, Inc.
410 Exchange, Ste. 100
Irvine, CA 92602
Telephone: (714) 716-1872
Email: sheryl.betance@stretto.com
About Ultra Safe Nuclear Corp.
Ultra Safe Nuclear Corp. -- https://www.usnc.com/ -- is a
privately-owned provider of nuclear fuel and reactor components.
Ultra Safe Nuclear Corporation sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-12443) on
October 29, 2024. In the petition filed by Kurt A. Terrani, as
interim chief executive officer, the Debtor reports estimated
assets between $10 million and $50 million and estimated
liabilities between $50 million and $100 million.
The Debtor is represented by Elizabeth Soper Justison, Esq. at
Young Conaway Stargatt & Taylor.
UNRIVALED BRANDS: Files Chapter 11 After Ongoing Litigation
-----------------------------------------------------------
Blum Holdings, Inc., a cannabis company with subsidiaries operating
throughout California, announces the filing of a petition for
Chapter 11 bankruptcy by its wholly owned subsidiary Unrivaled
Brands, Inc. The filing comes following a history of "bitter
activist litigation from People's California LLC and its principals
Frank Kavanaugh, Bernard Steimann, and Jay Yadon."
The history of People's litigation extends back over two years to
July 2022 when People's filed a breach of contract action followed
by People's first derivative suit in August 2022 against the then
executives and board members of Unrivaled. Later in August 2022,
Unrivaled's Board engaged Adnant LLC, a consulting and accounting
firm, and Sabas Carrillo was brought on as an interim CEO. In the
two years since Adnant's engagement and Sabas's leadership, and
despite implacable litigation by People's, the Company's management
was still able to reduce total liabilities by a net of $90.8
million (from $125.3 million as of December 2021 to $34.5 million
as of September 2024), execute a corporate reorganization, and pay
many deserving vendors. The table below outlines the Company's
total assets and liabilities as of each fiscal year-end compared to
pro forma assets and liabilities as of September 30, 2024.
Pro Forma December December December December September 31, 31, 31,
31, 30, ($ in thousands) 2020 (1) 2021 (1) 2022 (1) 2023 (1) 2024
(2) -------- -------- ---------- ---------- ----------- Current
Assets $ 37,606 $ 25,264 $ 4,575 $ 4,693 $ 2,352 Long-Term Assets
62,688 246,560 35,933 27,378 25,020 ------- ------- ------ ------
------- Total Assets $100,294 $271,824 $ 40,508 $ 32,071 $ 27,372
------- ------- ------ ------ ------- Current Liabilities $ 26,422
$ 87,708 $ 59,143 $ 62,548 $ 25,044 Long-Term Liabilities 14,742
37,629 17,902 15,219 9,451 ------- ------- ------ ------ -------
Total Liabilities $ 41,164 $125,337 $ 77,045 $ 77,767 $ 34,495
------- ------- ------ ------ -------
(1) Amounts as of each fiscal year-end are as reported in the
Annual Report on Form 10-K filed with the SEC, which does not
include the reclassification of all comparative prior periods for
discontinued operations under U.S. generally accepted accounting
principles.
(2) The unaudited pro forma information is presented as if the
Chapter 11 petition had occurred on September 30, 2024 and has been
prepared to illustrate the estimated effects of the Chapter 11
petition. Refer to the reconciliation of preliminary amounts as of
September 30, 2024 below.
Now, despite Sabas's successes, nearly two years later, on July 26,
2024, People's has brought almost exactly the same derivative
claims again against an entirely new executive team and board
members alleging the same breach of fiduciary duty, self-dealing,
corporate waste, and unjust enrichment. The latest lawsuit comes
after People's has already received over $60.0 million of value
from Unrivaled since 2021, including $9.0 million as recently as
July 2024 pursuant to a settlement agreement that should have ended
all litigation with People's and Kavanaugh. Despite the settlement
agreement, People's continues to sue for more.
People's pattern of litigation is marked by court loss after court
loss though it has been successful in forcing out previous
management and directors and destabilizing Unrivaled. The last two
years of failed People's litigation against Unrivaled includes:
1. Filing suit against Unrivaled and its subsidiaries for breach of
contract in July 2022;
2. Filing the first derivative action against previous staff,
management, and directors in August 2022;
3. The Court denying People's ex parte application for a writ of
attachment on an emergency basis in August 2022 (People's later
withdrew its application for a writ of attachment entirely);
4. The Court denying People's ex parte application to appoint a
receiver in August 2022;
5. The Court denying People's application for an order appointing a
receiver in September 2022 after full briefing;
6. The Court denying People's ex parte application for a writ of
possession in December 2022;
7. The Court denying People's application for a writ of possession
after full briefing in March 2023;
8. Settling with Unrivaled in March 2023 after Frank Kavanaugh, Jay
Yadon, and Bernard Steimann were sued for fraud and negligent
misrepresentation;
9. The Court granting People's attorney's motion to be relieved as
counsel in January 2024;
10. People's principal, Bernard Steimann, directing a contractor to
steal "Blum" signage, resulting in a lawsuit against Bernard
Steimann and Troup Construction for civil theft and conversion in
March 2024;
11. The Court granting Unrivaled a Temporary Restraining Order
preventing People's affiliate, New Patriot Holdings, from
attempting to seize control of Blum Santa Ana parking spaces in
April 2024 (New Patriot demanded the matter be sent to arbitration,
but then refused to pay the arbitrator's fees);
12. Another Court granting Blum Santa Ana an unlawful detainer
(eviction) judgment and award of back rent in June 2024 based on
People's subsidiary, People's Vape, failing to pay rent (People's
Vape attempted to obtain a restraining order from a third Court to
prevent the unlawful detainer trial, which was denied);
13. The Court granting another Temporary Restraining Order against
People's barring it from foreclosing on a company asset in May 2024
(the Court extended that Temporary Restraining Order into a
Preliminary Injunction in June 2024, and found that People's
attempt to sell the property after the Temporary Restraining Order
had been entered was invalid); and
14. The Court denying People's ex parte application requesting a
multi-million-dollar judgment to be entered against Unrivaled on
June 28, 2024.
However, the litigation does not end there, as People's has filed
additional lawsuits including:
15. Filing the second derivative action against current management
and directors filed in July 2024;
16. Filing another motion claiming in part breach of the settlement
agreement filed in October 2024;
17. Filing a defamation lawsuit related to a press release that
referenced "'recently filed' court documents that 'contain explicit
detail of Bernard Steimann's alleged sexual molestation of a
minor.'"
People's principal Francis (Frank) Kavanaugh, often acting through
his company Fort Ashford Funds, is no stranger to derivative
actions and activist investing. He was coined an "activist
investor" by a news outlet in 2021 when "planning to wage a proxy
battle against Friendly Hills Bancorp." The battle resulted in a
settlement pursuant to which the bank restructured their board of
directors and Nathan Rogge was inserted as CEO in return for
Kavanaugh withdrawing all actions against the company.
In 2023, Kavanaugh called "for augmentation of independent board
members at Medalist Diversified REIT, Inc." in a public letter to
shareholders before changes to the company's leadership and board
of directors resulting in Kavanaugh being inserted as Chair of the
Board as well as Interim President and CEO. Medalist Diversified
REIT, Inc. is described as "a Virginia-based real estate investment
trust that specializes in acquiring, owning, and managing
commercial real estate in the Southeast region of the U.S."
Kavanaugh's activist investing in cannabis through People's has so
far proven less successful.
Earlier this year, the Company publicly distanced itself from the
People's brand and products after child molestation allegations
against Kavanaugh's business partner and People's Managing Member,
Bernard Steimann, came to light. People's is represented by Michael
Caspino of 'Price Caspino' and Deron Colby of Janus Capital Law
Group. Caspino has been noted as having "more than 20 years of
experience representing Catholic dioceses ... in hundreds of child
sexual abuse cases." Colby also serves as Counsel to MDRR, where
Frank Kavanaugh serves as President and CEO.
"Kavanaugh's history of destabilizing companies to seize control
and extract assets is well-documented. Unrivaled paid deserving
vendors to the best of its abilities while withstanding the barrage
of litigation by People's. Unrivaled saved jobs for two years and
operated in communities where businesses deserve to keep their
doors open. If you or your company have had a similar experience
with Frank Kavanaugh, Fort Ashford Funds, or any of his other
affiliates, please reach out," said CEO Sabas Carrillo.
About Unrivaled Brands
Unrivaled owns 100% membership interests in Halladay, and Halladay
is Unrivaled's wholly owned subsidiary. Halladay's primary asset is
a commercial real property building.
VALENCIA HOSPITALITY: Hires Hawash Cicack & Gaston as Attorney
--------------------------------------------------------------
Valencia Hospitality Group, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire Hawash
Cicack & Gaston LLP as its attorneys.
The Debtors require Hawash Cicack to:
(a) assist, advise and represent the Debtors relative to the
administration of these chapter 11 cases;
(b) assist, advise and represent the Debtors in analyzing the
Debtors' assets and liabilities, investigating the extent and
validity of liens 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 Debtors 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 Debtors;
(f) appear, as appropriate, before this Court, the Appellate
Courts, and other Courts in which matters may be heard and to
protect the interests of Debtors before said Courts and the United
States Trustee;
(g) perform all other necessary legal services in this case;
and
(h) represent Debtors' interests, as required in the pending
state court actions.
Hawash Cicack current hourly billing rates are:
Partners $500
Associate $325
Paralegals $125
Hawash Cicack does not represent any interest adverse to the
Debtors, their estate, creditors, equity holders, or affiliates,
and is a "disinterested person" within the meaning of section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Walter J. Cicack, Esq.
HAWASH CICACK & GASTON LLP
3401 Allen Parkway, Suite 200
Houston, TX 77019
Tel: (713) 658-9015
Email: wcicack@hgcllp.com
About Valencia Hospitality Group
Valencia Hospitality Group, LLC sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 24-34705)
on October 6, 2024, with $100,001 to $500,000 in assets and
$500,001 to $1 million in liabilities.
Judge Stephen L. Johnson oversees the case.
Walter J. Cicack, Esq., at Hawash Cicack & Gaston, LLP represents
the Debtor as legal counsel.
VALENCIA HOSPITALITY: Seek to Tap Hawash Cicack & Gaston as Counsel
-------------------------------------------------------------------
Valencia Hospitality Group, LLC seeks approval from the U.S.
Bankruptcy Court for Southern District of Texas to employ Hawash
Cicack & Gaston LLP as its legal counsel.
The firm will provide these services:
(a) assist, advise and represent the Debtor relative to the
administration of this Chapter 11 case;
(b) assist, advise and represent the Debtor in analyzing its
assets and liabilities, investigating the extent and validity of
liens and participating in and reviewing any proposed asset sales
or dispositions;
(c) attend meetings and negotiate with the representatives of
the secured creditors;
(d) assist the Debtor in the preparation, analysis and
negotiation of any plan of reorganization and disclosure statement
accompanying any plan of reorganization;
(e) take all necessary action to protect and preserve the
interests of the Debtor;
(f) appear, as appropriate, before this court, the appellate
courts, and other courts in which matters may be heard and to
protect the interests of Debtor before said courts and the United
States Trustee;
(g) perform all other necessary legal services in this case;
and
(h) represent the Debtor's interests, as required in the
pending state court actions.
The firm will be paid at these hourly rates:
Partners $500
Associates $325
Paralegals $125
In addition, the firm will seek reimbursement for expenses
incurred.
Walter Cicack, Esq., an attorney at Hawash Cicack & Gaston,
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:
Walter J. Cicack, Esq.
Hawash Cicack & Gaston LLP
711 W. Alabama, Suite 200
Houston, TX 77006
Telephone: (713) 658-9015
Facsimile: (713) 658-9015
Email: wcicack@hcgllp.com
About Valencia Hospitality Group
Valencia Hospitality Group, LLC sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-34705) on
October 6, 2024, with $100,001 to $500,000 in assets and $500,001
to $1 million in liabilities.
Judge Jeffrey P. Norman oversees the case.
Walter J. Cicack, Esq., at Hawash Cicack & Gaston, LLP represents
the Debtor as legal counsel.
VROOM INC: Files Prepackaged Chapter 11 for $290 Mil. Debt Swap
---------------------------------------------------------------
Vroom, Inc., a leading automotive finance company and an AI-powered
analytics and digital services platform for automotive retail,
today announced that it has made the strategic decision to enter
into a Restructuring Support Agreement with holders of an
overwhelming majority of its outstanding funded debt and its
largest stockholder. The parties to the RSA have agreed to pursue a
comprehensive transaction that will restructure Vroom, Inc.'s
outstanding funded debt, consisting of approximately $290 million
of unsecured convertible senior notes due in 2026, into equity.
Vroom, Inc. is the holding company of operating subsidiaries
including United Auto Credit Corporation, CarStory, LLC, and Vroom
Automotive, LLC and does not itself have operations.
-- Vroom, Inc. intends to voluntarily file a prepackaged plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the Southern District of Texas. Vroom,
Inc.'s subsidiaries are not expected to be impacted by the
prepackaged Chapter 11 case and are expected to continue to operate
in the ordinary course. Vroom, Inc. anticipates emerging promptly
from the prepackaged Chapter 11 case at the end of 2024 or early
2025.
Pursuant to the transaction, the Notes will be converted into new
shares of common stock and, upon consummation of the plan of
reorganization, certain classes of claims and interests will
receive the following treatment:
-- Existing holders of Vroom, Inc. common stock will exchange each
existing share of common stock for one share of New Common Stock
and one warrant to purchase a share of New Common Stock. The
warrants will be exercisable for five years at a strike price of
$12.19 per share. The current common stockholders will own
approximately 7.06% of the New Common Stock following the execution
of the restructuring transactions, subject to dilution.
-- Each holder of Notes will receive New Common Stock equal to 75%
of the face value of its Notes, assuming a per share value of $9.14
(the average daily market price of Vroom Inc.'s existing common
stock from September 23, 2024, the date on which the new Long-Term
Strategic Plan was released, to November 8, 2024, two business days
before the signing of the RSA based on current outstanding shares).
The holders of the unsecured Notes will own approximately 92.94% of
the New Common Stock as of consummation of the transactions, and
subject to dilution. -- Existing holders of options or restricted
stock units will receive new awards exchangeable into New Common
Stock on the same terms and conditions, and for the same number of
units, applicable to their existing awards in respect of the
existing Vroom stock.
-- Trade creditors and all other general unsecured creditors are
expected to be paid in full in connection with the chapter 11 case.
Additionally, trade creditors of Vroom's operating subsidiaries are
not expected to be impacted.
-- Vroom does not anticipate that any creditors of the consolidated
enterprise will ultimately be affected other than the holders of
the unsecured Notes. -- Vroom intends to structure the prepackaged
Chapter 11 case in a manner that maximizes the ability to utilize a
substantial portion of its approximately $1.5 billion in federal
tax net operating losses after emerging from Chapter 11.
"Since winding down our ecommerce used automotive dealer business,
we have been focused on maximizing the value of our remaining
assets for our stakeholders. We believe eliminating our unsecured
Notes will significantly strengthen our balance sheet and allow us
to emerge without any long-term debt at Vroom, Inc., while its
subsidiary, UACC, will continue to be obligated to debt that is
related to asset-backed securitizations and their trust preferred
securities. Our team remains focused on executing our Long-Term
Strategic Plan," said Tom Shortt, Chief Executive Officer of
Vroom.
"As an investor in the Company since 2022, we have seen Vroom
leadership consistently deliver on its commitments, and we are
excited to be a major stakeholder in the next chapter as they
implement their Long-Term Strategic Plan," said Jason Mudrick,
Chief Investment Officer of Mudrick Capital Management, LP, which
was instrumental in the negotiations leading to the RSA.
As part of the case, Vroom, Inc. intends to file a number of
customary motions with the bankruptcy court that will allow the
continuation of normal business operations. Following court
approval and the completion of the anticipated prepackaged Chapter
11 case, reorganized Vroom, Inc. intends to use commercially
reasonable efforts to relist the New Common Stock for trading on
Nasdaq, the New York Stock Exchange, or a comparable nationally
recognized securities exchange following the consummation of the
plan of reorganization.
Advisors
Porter Hedges LLP is serving as bankruptcy counsel, Latham &
Watkins LLP is serving as special corporate counsel, Stout Risius
Ross, LLC is serving as financial advisor, and Verita Global is
serving as claims and noticing agent.
About Vroom Inc.
Vroom, Inc. (NASDAQ: VRM) is a parent company of United Auto Credit
Corporation and CarStory. Previously, it was a used car retailer
and e-commerce company that let consumers buy, sell, and finance
cars online. Vroom ceased e-commerce automotive sales operations
on Jan. 22, 2024.
WESTCLIFF INVESTORS: Property Sale Proceeds to Fund Plan
--------------------------------------------------------
Westcliff Investors, LLC and Beitler Texas Enterprises, LLC filed
with the U.S. Bankruptcy Court for the Central District of
California a Disclosure Statement describing Joint Chapter 11 Plan
dated October 1, 2024.
Westcliff's primary asset is the Westcliff Property located in
College Station, Texas, on which Westcliff operates a full service
hotel known as the "Vineyard Court Designer Suites Hotel" (the
"Hotel").
BTE, an entity affiliated with Westcliff, owns the BTE Property
located in the Deep Ellum neighborhood of Dallas, Texas. Prior to
the Petition Date, BTE planned to develop the BTE Property into a
mixed-used residential project with a multi-story residential tower
(affordable housing) on top of a ground level commercial retail
space.
The Plan contemplates the Sale of the BTE Property, as-is, where
is, without any representation or warranty, and free and clear of
all liens, claims, and interests. The Debtors currently have an
offer, and anticipate continuing to receive offers for the Sale of
the BTE Property to prospective buyers. The Debtors are currently
in discussions with Harvest MXD LLC ("Harvest"), who has submitted
an offer of $5,033,880 to purchase the BTE Property, and
anticipates designating Harvest as the "stalking horse" bidder for
the BTE Property before the hearing for the Court to approve on the
Disclosure Statement.
The Debtors will conduct an auction (the "Auction") of the BTE
Property, and the winning bidder at Auction will become the
purchaser of the BTE Property, and the next best offer will be the
back-up purchaser if the winning bidder does not close. Official
bids will be due ten days prior to the Plan confirmation hearing.
The Auction will be held at the Courthouse at the Plan Confirmation
Hearing.
In the event that the Proceeds from the Sale of the BTE Property
are insufficient to pay off the Lender's claim and other allowed
claims asserted against the Estates, Westcliff will, among other
things, obtain Financing and use the proceeds of the Financing (the
"Financing Proceeds") to pay off all of the Estates' allowed
creditor claims.
The Plan is the Debtors' proposal for the repayment of creditor
claims asserted against their bankruptcy estates (the "Estates"),
and provides for, among other things:
* a sale (the "Sale") of the real property located at 606 N.
Good Latimer, Dallas, Texas (the "BTE Property") free and clear of
all claims, liens, and interests pursuant to, inter alia, Sections
363(b), 363(f), 1123(b)(4) and 1129 of the Bankruptcy Code, and the
distribution of the proceeds of the Sale (the "Sale Proceeds") to
pay down or pay off the secured claim of Jasper Lake Ventures Two
LLC (the "Lender") and to apply any surplus proceeds to the payment
of other claims; and
* if the Sale Proceeds are insufficient to pay off the
Lender's claim and/or other allowed claims asserted against the
Estates, Westcliff will obtain exit financing or refinancing (the
"Financing" or "Refinancing") using the millions of dollars of
equity in the real property located at 1500 George Bush Drive East,
College Station, Texas 77840 owned by Westcliff (the Westcliff
Property, and together with the BTE Property, the "Properties") as
collateral to pay off these claims.
Class 3 consists of General Unsecured Claim of Avalon Assoc.
Partnership and Avalon Assoc. Trust asserted against BTE. In
accordance with an agreement entered into between the Debtors and
Avalon, upon the occurrence of the Effective Date, Avalon will
agree to withdraw its claim against BTE's bankruptcy estate. The
allowed unsecured claims total $2,000,000. Class 3 is impaired
under the Plan.
Class 4 consists of all Allowed General Unsecured Claims of BTE,
other than the Avalon claim. The Debtors do not believe that there
will be any allowed Class 4 creditor claims. Nonetheless, to the
extent that there are any allowed Class 4 creditor claims, the
following will be the Plan's treatment of these claims. Each Class
4 claim holder shall be paid in full with interest at the rate of
5% per annum, accruing from the Effective Date until the date such
claim is paid in full. Each holder of a Class 4 allowed claim will
receive a cash payment equal to its prorated share of any remaining
Net Sale Proceeds from the Sale of the BTE Property after the
allowed claims of Class 1 (secured tax claim), and Class 2 (Lender
claim) are paid in full. The allowed unsecured claims total $0.
Class 4 is impaired.
Class 5 consists of all Allowed General Unsecured Claims of
Westcliff. Each Class 5 claim holder shall be paid in full with
interest at the rate of 5% per annum, accruing from the Effective
Date until the date such claim is paid in full, within sixty months
of the Effective Date. Each holder of a Class 5 allowed claim will
receive a cash payment equal to its prorated share of any remaining
Net Sale Proceeds from the Sale of the BTE Property after the
allowed claims of Class 1 (secured tax claim), Class 2 (Lender
claim), and Class 4 (general unsecured claims of BTE) are paid in
full.
To the extent that Class 5 allowed claims are not paid in full in
accordance with the paragraph above or otherwise, each holder of a
Class 5 claim will: (i) receive a quarterly payment (the "Excess
Quarterly Payment") calculated by its pro rata share of the excess
cash from Westcliff’s operations after the payment of all
reasonable and necessary operating expenses, debt service, and
adequate reserves for maintenance and repairs (the "Excess");
and/or (ii) be paid in full from the Refinancing Proceeds within
sixty months of the Effective Date. The allowed unsecured claims
total $45,170.12. Class 5 is impaired.
The primary sources of funding for the Plan are the Sale Proceeds
and, if necessary, the Financing Proceeds in the aggregate amount
of at least $7,500,000 (approximately $5,000,000 of Net Sale
Proceeds from the Sale of the BTE Property, plus anticipated
Refinancing Proceeds that can be obtained, if necessary,
conservatively in the amount of approximately $2,500,000).
Further, each unsecured creditor of Westcliff (Class 5) will also
receive Excess Quarterly Payments in the amount of its pro rata
share of any Excess from Westcliff's business operations until
their claims are fully satisfied.
A full-text copy of the Disclosure Statement dated October 1, 2024
is available at https://urlcurt.com/u?l=tcgz1N from
PacerMonitor.com at no charge.
Attorneys for the Debtors:
Gary E Klausner, Esq.
Levene, Neale, Bender, Yoo & Golubchik, LLP
2818 La Cienega Avenue
Los Angeles, CA 90034
Tel: (310) 229-1234
Fax: (310) 229-1244
Email: gek@lnbyg.com
About Westcliff Investors LLC
Westcliff Investors LLC owns and operates the Vineyard Court
Designer Suites Hotel located at 1500 George Bush Drive, East
College Station, TX 77840.
Westcliff Investors LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-15224) on July 1,
2024. In the petition filed by Logan A. Beitler, as manager, the
Debtor reports estimated assets and liabilities between $1 million
and $10 million each.
The Honorable Bankruptcy Judge Julia W. Brand oversees the case.
The Debtor is represented by Gary E. Klausner, Esq. at LEVENE,
NEALE, BENDER, YOO & GOLUBCHIK L.L.P.
WIDEOPENWEST FINANCE: S&P Upgrades ICR to 'B-' on Restructuring
---------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating (ICR) on
U.S.-based cable overbuilder WideOpenWest Finance LLC (WOW) to 'B-'
from 'SD' (selective default).
S&P said, "At the same time, we assigned our 'B+' issue-level
rating and '1' recovery rating to the company's new $306.4 million
FL1O term loan due 2028 and our 'B' issue-level rating and '2'
recovery rating to its new $602.7 million FL2O term loan due 2028
and $250 million FL2O revolver due 2026.
"The negative outlook reflects the risk that we will lower our
rating on WOW if it experiences operational missteps related to its
greenfield expansion and fails to improve its leverage and cash
flow generation such that we conclude its capital structure is
unsustainable.
"The 'B-' ICR reflects our expectation for persistently negative
FOCF due to the company's substantial fiber-to-the-home (FTTH)
investments over the next several years. With its new liquidity, we
expect WOW will ramp up its greenfield expansion capex, which will
cause it to generate negative FOCF for the foreseeable future.
However, due the company's substantial investments in FTTH
greenfield builds and edge-out activity, we believe it has good
prospects to offset the earnings declines in its legacy markets
with increased earnings from its new FTTH investments by 2028."
WOW faces secular declines and aggressive competition in its legacy
markets. The company's competitive pressures have increased over
the last couple of years because fixed wireless access (FWA)
in-home broadband and FTTH continue to take market share. As a
cable overbuilder, WOW has historically competed by offering better
customer service at a lower price than the incumbents. However,
Comcast and Charter are bundling mobile service with in-home
broadband service at competitive discounts. At the same time, the
wireless carriers are leveraging their mobile networks to bundle
FWA at a discounted price with their wireless service, while
incumbent telecom providers are also deploying FTTH to capture
high-average revenue per user (ARPU) broadband customers.
The company can generate positive FOCF if it curtails its expansion
capex. Over the past two quarters, WOW generated modestly positive
FOCF after reducing its expansion capex to preserve liquidity. If
the company eliminated its expansion capex (along with all
associated earnings), S&P expects it would be able to generate
positive FOCF in 2025 and 2026, although its FOCF would likely
deteriorate over time due to the ongoing revenue and EBITDA
declines in its legacy markets, which could make it difficult to
refinance its debt maturities at market rates.
The restructuring has temporarily improved WOW’s liquidity
position. S&P said, "We believe the transaction will provide the
company with sufficient liquidity for at least the next 18 months
under our base-case scenario. The infusion of $200 million of new
money will enable WOW to repay a significant portion of its
outstanding revolver borrowings. We estimate the company will have
pro forma revolver availability of about $150 million. Along with
the about $20 million of cash on its balance sheet, we believe WOW
now has greater flexibility to fund its expansion capex over the
next few years."
The negative outlook reflects the risk that S&P will lower its
rating on WOW if it experiences operational missteps related to its
greenfield expansion and fails to improve its leverage and cash
flow generation such that S&P concludes its capital structure is
unsustainable.
S&P could lower its rating on WOW if it concludes that its capital
structure is unsustainable or its liquidity deteriorates. This
could occur if:
-- The company is unable to grow its broadband customer base and
revenue such that we do not believe it will deleverage and generate
positive FOCF over the longer term;
-- Its liquidity deteriorates and we believe it will potentially
have insufficient liquidity to support its future business needs
and financial commitments; or
-- The company records an annual FOCF deficit of over $100
million.
S&P could revise its outlook on WOW to stable if its operating
performance meets or exceeds our expectations over the next 12
months, S&P is confident it will increase its revenue and earnings,
and there is a clear path for it to generate positive FOCF over the
longer term.
WNK FOODS: Seeks to Hire Rosenstein & Associates as Counsel
-----------------------------------------------------------
WNK Foods, Inc. seeks approval from the U.S. Bankruptcy Court for
the Central District of California to hire the Law Firm of
Rosenstein & Associates as its bankruptcy counsel.
The firm will provide these services:
a. examine claims of creditors in order to determine their
validity;
b. provide legal advice to the Debtor in connection with the
administration of its bankruptcy estate;
c. defend any actions brought for relief from the automatic
stay;
d. determine special treatment and payment of pre-bankruptcy
obligations;
e. comply with the U.S. Trustee's reporting requirements;
f. draft a plan of reorganization and disclosure statement;
g. object to claims as may be appropriate;
h. act on behalf of the Debtor in any and all bankruptcy law
matters, which may arise in the course of the bankruptcy case; and
i. defend or prosecute any matters related to litigation before
the bankruptcy court or any other court of appropriate
jurisdiction.
The firm will be paid at these rates:
Robert B. Rosenstein $525 per hour
Paul E. Evenson $495 per hour
Other Attorneys $450 per hour
Paralegals $185 per hour
In addition, the firm will receive reimbursement for its
out-of-pocket expenses.
The firm received from the Debtor a retainer of $25,000.
Robert Rosenstein, principal of the Law Firm of Rosenstein &
Associates, disclosed in a court filing that his firm is a
"disinterested person" within the meaning of Section 101(14) of
the
Bankruptcy Code.
Rosenstein & Associates can be reached at:
Robert B. Rosenstein, Esq.
Law Firm of Rosenstein & Associates
28600 Mercedes Street, Suite 100
Temecula, CA 92590
Tel: (951) 296-3888
Fax: (951) 296-3889
Email: robert@thetemeculalawfirm.com
About WNK Foods
WNK Foods, Inc owns and operates a restaurant in Murrieta, Calif.
WNK Foods filed Chapter 11 petition (Bankr. C.D. Calif. Case No.
24-15964) with $1 million to $10 million in both assets and
liabilities. WNK Foods President Wahid Karas signed the petition.
Judge Mark D. Houle oversees the case.
The Debtor is represented by Robert B. Rosenstein, Esq., at
Rosenstein & Associates.
XTI AEROSPACE: Issues 5.3M Shares in Preferred Stock Exchange
-------------------------------------------------------------
XTI Aerospace, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that it agreed to issue
5,267,558 shares of common stock to a holder of shares of the
Company's Series 9 Preferred Stock, at an effective price per share
of $0.0598, in exchange for the return and cancellation of 300
shares of Series 9 Preferred Stock with an aggregate stated value
of $315,000, pursuant to the terms and conditions of an exchange
agreement dated October 31, 2024. The Preferred Exchange Shares
will be issued in reliance on the exemption from registration
provided by Section 3(a)(9) of the Securities Act of 1933, as
amended, on the basis that:
(a) the Preferred Exchange Shares will be issued in exchange
for other outstanding securities of the Company;
(b) there was no additional consideration delivered by the
holder in connection with the exchange; and
(c) there were no commissions or other remuneration paid by
the Company in connection with the exchange.
As of October 31, 2024, after taking into account the issuance of
the Preferred Exchange Shares, the Company has 86,308,782 shares of
common stock outstanding.
About XTI Aerospace
XTI Aerospace, Inc. -- https://xtiaerospace.com/ -- is the parent
company of XTI Aircraft Company headquartered near Denver,
Colorado. XTI Aerospace is developing the TriFan 600, a vertical
lift crossover airplane (VLCA) that combines the vertical takeoff
and landing (VTOL) capabilities of a helicopter with the speed and
range of a fixed-wing business aircraft. The TriFan 600 is designed
to reach speeds of 345 mph and a range of 700 miles.
New York-based Marcum LLP, the Company's auditor since 2012, issued
a "going concern" qualification in its report dated April 16, 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.
XTI Aerospace reported a net loss of $47.10 million for the year
ended Dec. 31, 2023, compared to a net loss of $66.30 million for
the year ended Dec. 31, 2022. As of June 30, 2024, the Company had
$34.04 million in total assets, $23.47 million in total
liabilities, and $10.57 million in total stockholders' equity.
YELLOW CORP: Teamsters Wants Contract Claims Nixed
--------------------------------------------------
Beverly Banks of Law360 reports that the Teamsters called on the
Tenth Circuit to uphold a district court's dismissal of Yellow
Corp.'s $137 million lawsuit, stating that Yellow did not complete
the required grievance process under the contract and cannot argue
that pursuing it would have been futile.
About Yellow Corporation
Yellow Corporation -- http://www.myyellow.com/-- operates
logistics and less-than-truckload (LTL) networks in North America,
providing customers with regional, national, and international
shipping services throughout. Yellow's principal office is in
Nashville, Tenn., and is the holding company for a portfolio of LTL
brands including Holland, New Penn, Reddaway, and YRC Freight, as
well as the logistics company Yellow Logistics.
Yellow Corporation and 23 affiliates concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 23-11069) on August 6, 2023, before
the Hon. Craig T. Goldblatt. As of March 31, 2023, Yellow
Corporation had $2,152,200,000 in total assets against
$2,588,800,000 in total liabilities. The petitions were signed by
Matthew A. Doheny as chief restructuring officer.
The Debtors tapped Kirkland & Ellis, LLP as restructuring counsel;
Pachulski Stang Ziehl & Jones, LLP as Delaware local counsel;
Kasowitz, Benson and Torres, LLP as special litigation counsel;
Goodmans, LLP as special Canadian counsel; Ducera Partners, LLC, as
investment banker; and Alvarez and Marsal as financial advisor.
Epiq Bankruptcy Solutions is the claims and noticing agent.
Milbank LLP serves as counsel to certain investment funds and
accounts managed by affiliates of Apollo Capital Management, L.P.
while White & Case, LLP and Arnold & Porter Kaye Scholer, LLP serve
as counsels to Beal Bank USA and the U.S. Department of the
Treasury, respectively.
On Aug. 16, 2023, the U.S. Trustee for Region 3 appointed an
official committee of unsecured creditors in the Chapter 11 cases.
The committee tapped Akin Gump Strauss Hauer & Feld, LLP and
Benesch, Friedlander, Coplan & Aronoff, LLP as counsels; Miller
Buckfire as investment banker; and Huron Consulting Services, LLC,
as financial advisor.
ZANO INDUSTRIES: Seek to Tap Terenzi & Confusione as Legal Counsel
------------------------------------------------------------------
Zano Industries, Inc. seeks approval from the U.S. Bankruptcy Court
for Eastern District of New York to employ Terenzi & Confusione, PC
as its counsel.
The firm will provide these services:
(a) consult the Debtor concerning the administration of the
case;
(b) investigate the Debtor's past transactions, investigate
and commence any actions necessary with respect to avoiding its
powers under Bankruptcy Code, and advise it with respect to
transactions entered into during the pendency of the case;
(c) assist the Debtor in the formulation of Chapter 11 plan;
and
(d) perform any and all such other legal services as may be
required by the Debtor in the interest of the estate.
The firm received a $10,000 retainer plus $1,738 filing fee.
Ronald Terenzi, Esq., an attorney at Terenzi & Confusione,
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:
Ronald Terenzi, Esq.
Terenzi & Confusione, P.C.
401 Franklin Avenue
Garden City, NY 11530
Telephone: (516) 812-4502
Email: rterenzi@tcpclaw.com
About Zano Industries
Zano Industries, Inc. filed its voluntary petition for protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case
No. 24-43903) on Sept. 19, 2024. In the petition signed by
Ferdinand Provenzano, president, the Debtor disclosed up to $50
million in assets and up to $10 million in liabilities.
Judge Nancy Hershey Lord oversees the case.
Ronald Terenzi, Esq., at Terenzi & Confusione, P.C. serves as the
Debtor's counsel.
*********
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